0001193125-04-168433 Sample Contracts

MATRIX SERVICE COMPANY STOCK OPTION AGREEMENT
Matrix Service Company • October 7th, 2004 • Matrix Service Co • Construction - special trade contractors • Delaware

This Agreement is effective as of «GrantDate», among Matrix Service Company, a Delaware corporation (the “Company”), «Optionee» (“Optionee”) and the spouse, if any, of «Optionee».

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MATRIX SERVICE COMPANY Chief Executive Officer (“CEO”) Severance Agreement
Matrix Service Company • October 7th, 2004 • Matrix Service Co • Construction - special trade contractors

This Agreement between Matrix Service Company (“Matrix” or the “Company”) and Bradley S. Vetal (“Vetal”) is entered into effective January 3, 2000.

AMENDMENT SEVEN TO CREDIT AGREEMENT
Credit Agreement • October 7th, 2004 • Matrix Service Co • Construction - special trade contractors • Oklahoma
MATRIX SERVICE COMPANY Chief Financial Officer (“CFO”) Severance Agreement
Matrix Service Company • October 7th, 2004 • Matrix Service Co • Construction - special trade contractors

In the event of a “change of control” in the ownership of the Company and any “adverse personnel action” against Austin, Austin may terminate his employment with the Company and receive one year of severance pay. In additional, all outstanding stock options will vest immediately in the event of “change of control.” This severance arrangement will apply for a period of two years following any change of control.

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