UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):
November 12, 2007

INTEGRATED ELECTRICAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: (713) 860-1500

(Former name or former address, if changed since last report): Not applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On November 12, 2007, the Human Resources and Compensation Committee (the "Committee") of the Board of Directors of Integrated Electrical Services, Inc. (the "Company") approved the Long Term Incentive Plan for Fiscal 2008 (the "Long Term Incentive Plan"). Pursuant to the terms of the Long Term Incentive Plan the Committee approved the grant of restricted stock awards (the "Restricted Stock Awards") pursuant to the Company's 2006 Equity Incentive Plan, as amended and restated (the "Plan") to the Chief Executive Officer and President Michael J. Caliel, Senior Vice President and Chief Financial Officer Randy Guba, Senior Vice President-Law, General Counsel and Secretary Curt L. Warnock, Senior Vice President-Human Resources Robert B. Callahan and several additional individuals.  Messrs. Caliel, Guba, Warnock and Callahan received 18,500, 11,000, 6,100 and 5,300 shares, respectively, as well as a total of 37,900 shares were received by additional individuals. These shares vest at the end of the three- year period commencing November 12, 2007. The Committee also granted Messrs. Caliel, Guba, Warnock and Callahan phantom share awards (the "Phantom Share Awards") under the Plan in the target amount of 18,500, 11,000, 6,100 and 5,300, respectively, with additional individuals receiving 37,900 Phantom Share Awards. These awards are subject to the attainment by the Company of target earnings per share over the time period from October 1, 2007 through September 30, 2009. It is anticipated that the earnings per share targets, which are derived from the Company's operating plan, a proprietary internal document which outlines the Company's operational strategies for competing in the electrical contracting industry, will be difficult to achieve in light of the Company's recent negative earnings history as well as the anticipated difficult 2008-2009 operating climate. The disclosure of the actual target amounts would also effectively be giving earnings guidance which the Company does not do. Failure to meet a minimum threshold of 75 percent of the amount of earnings would result in no payment and exceeding the target would result in up to 200 percent payment. Payment of the Phantom Share Awards would be in the form of an equal amount of shares of Restricted Stock with the restrictions lapsing on September 30, 2010.

Also on November 12, 2007, the Committee approved the Fiscal Year 2008 Annual Management Incentive Plan (the "Management Incentive Plan"). The Management Incentive Plan provides an incentive compensation pool for certain key employees and officers of the Company based on the Company's achievement of its annual operating income and cash flow targets. These targets are developed as an integral part of the Company's operating plan discussed above.

Pursuant to the Management Incentive Plan, Messrs. Caliel, Guba, Warnock and Callahan are eligible to receive target payout of 100 percent, 75 percent, and 50 percent, respectively, of the amount of their annual base salary in cash. Failure to reach 90 percent of the target amount will result in no payout while achieving 120 percent of the target amount will result in a doubling of the payout. The final awards are subject to discretionary adjustment downward or upward based upon the individuals performance considerations in amounts not to exceed 25 percent of the award. The performance review is based upon the attainment of individual goals and objectives established for the plan year. Three to five individual goals must be set and weighted for each participant. The Chief Executive Officer will establish individual goals for the other Named Executive Officers subject to review and ratification by the Committee. These individual goals have not yet been set. The Committee shall have the sole discretion to increase or decrease the annual incentive award made to the Chief Executive Officer. Finally, the Committee has the right, in its absolute discretion to reduce or eliminate the amount otherwise payable based upon individual performance or any other factors the Committee deems appropriate.

The foregoing descriptions of the Long term Incentive Plan, the Management Incentive Plan and the awards granted thereunder are qualified in their entirety by reference to these plans and awards which are hereby incorporated by reference and attached hereto as Exhibits 10.1 through 10.5.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INTEGRATED ELECTRICAL SERVICES, INC.

By: /s/Curt L. Warnock

_____________________________________

Curt L. Warnock

Senior Vice President and General Counsel

Date: November 16, 2007

EXHIBIT INDEX

INTEGRATED ELECTRICAL SERVICES, INC.

2006 EQUITY INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

THIS RESTRICTED STOCK AWARD AGREEMENT is made and entered into as of                          ("Grant Date") by and between Integrated Electrical Services, Inc. a Delaware corporation ("Company"), and                      ("Grantee") pursuant to the terms and conditions of the Integrated Electrical Services, Inc. 2006 Equity Incentive Plan ("Plan").

SECTION 1.              GRANT OF RESTRICTED STOCK AWARD.

(a)     Restricted Stock Award.  The Company hereby grants the Grantee                  Shares ("Granted Shares"), subject to restrictions and other terms and conditions set forth in this Agreement.

(b)      No Purchase Price.  In lieu of a purchase price, this award is made in consideration of Service previously rendered or to be rendered by the Grantee to the Company or its Subsidiaries. The Purchase Price of this award is $0.

(c)      Plan and Defined Terms.  This award is granted under and subject to the terms of the Plan, which is incorporated herein by reference. If there is any inconsistency between the terms of the Plan and the terms of this Agreement, the Plans terms shall supersede and replace the conflicting terms of this Agreement. Capitalized terms that are defined in the Plan are incorporated herein by reference and other capitalized terms are defined in Section 8 of this Agreement.

SECTION 2.                 ISSUANCE OF GRANTED SHARES.

(a)       Stock Certificates.   The Company shall cause to be issued a certificate or certificates for the Granted Shares representing this award, registered in the name of the Grantee. Alternatively, the Company may cause a book entry to be made with the Companys transfer agent evidencing the Granted Shares registered in the name of the Grantee.

(b)       Stockholder Rights.  The Grantee (or any successor in interest) shall have all the rights of a stockholder (including, without limitation, voting, dividend and liquidation rights) with respect to the Granted Shares, subject, however, to the restrictions of this Agreement.

(c)       Form of Issuance and Escrow.   For so long as Granted Shares are not vested, the Company shall cause such certificate or certificates to be deposited in escrow if certificates are issued. If evidenced by book entry at the transfer agent the entry shall denote the shares are restricted as to transfer. The Grantee shall deliver to the Company a duly-executed blank Stock Power (in the form attached hereto as Exhibit A). All regular cash dividends paid on Granted Shares shall be held in escrow, without interest, until the applicable vesting date, upon which the dividends attributable to Granted Shares that have vested shall be paid directly to the Grantee. Upon the vesting of any Granted Shares, such Vested Shares together with any dividends held in escrow related thereto hereunder, shall be distributed to the Grantee as soon as practicable.

(d)       Withholding Requirements.  To the extent this award results in compensation income to you upon grant, vesting or any election by you under Section 83(b) of the Code, you must deliver to the Company at that time such amount of money as the Company may require to meet its tax withholding obligation under applicable laws or make such other arrangements to satisfy such withholding obligation as the Company, in its sole discretion, may approve. The Company, in its discretion, may withhold Shares (valued at their fair market value on the date of the withholding of such Shares) authorized to be issued to you to satisfy its withholding obligations.

SECTION 3.             VESTING.

Subject to the further provisions of this Agreement, the Granted Shares shall vest according to the following schedule:

                     Vesting Date              Granted Shares Vested

                        -----                                      -------

SECTION 4.           TERMINATION OF SERVICE.

(a)       If you cease to be an employee of the Company prior to the vesting of the Shares granted hereby as a result of your death or disability under the Companys long term disability plan ("Disability") the Granted Shares will become 100% vested upon such Termination.

(b)       If prior to the vesting of the Granted Shares you cease to be an employee of the Company for any reason other than as provided in paragraph (a) above or your Employer ceases to be an Affiliate of the Company all unvested Shares shall be forfeited automatically upon such Termination.

Employment with the Company, for purposes of this Agreement, shall include being an employee, consultant or director of the Company or any subsidiary of the Company.

SECTION 5.             CHANGE IN CONTROL.

Notwithstanding anything herein to the contrary, upon the occurrence of a Change in Control, all Granted Shares held by the Grantee shall no longer be subject to the vesting schedule set forth in Section 3 of this Agreement, and shall vest immediately upon the consummation of the Change in Control.

SECTION 6.             ADJUSTMENT OF SHARES.

In the event of a subdivision of the outstanding Shares, a declaration of a dividend payable in Shares, a declaration of an extraordinary dividend payable in a form other than Shares in an amount that has a material effect on the Fair Market Value of the Shares, a combination or consolidation of the outstanding Shares into a less number of Shares, a recapitalization, a spin-off, a reclassification or a similar occurrence, the terms of this award (including, without limitation, the number and kind of Shares subject to this award) shall be adjusted as set forth in Section 10 of the Plan. In the event that the Company is a party to a merger or consolidation, this award shall be subject to the agreement of merger or consolidation, as provided in Section 10 of the Plan.

SECTION 7. MISCELLANEOUS PROVISIONS.

(a)     No Retention Rights.  Nothing in this award or in the Plan shall confer upon the Grantee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Subsidiary employing the Grantee) or of the Grantee, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without Cause.

(b)     Limitation Transfer.   All rights under this Agreement shall belong to you and may not be transferred, assigned, pledged, or hypothecated in any way (whether by operation of law or otherwise), other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order and shall not be subject to execution, attachment, or similar process.

(c)      Notification.   Any notification required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. A notice shall be addressed to the Company at its principal executive office and to the Grantee at the address that he or she most recently provided to the Company.

(d)       Entire Agreement.  This Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof.

(e)      Waiver.    No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature.

(f)      Assignment.   The Company may assign its rights under this Agreement to any person or entity selected by the Committee.

(g)     Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon the Grantee, the Grantees assigns and the legal representatives, heirs and legatees of the Grantees estate, whether or not any such person shall have become a party to this Agreement and have agreed in writing to be joined herein and be bound by the terms hereof.

(h)     Choice of Law.   This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are applied to contracts entered into and performed in such State.

SECTION 8.                 DEFINITIONS.

(a) "Agreement" shall mean this Restricted Stock Award Agreement.

(b) "Grant Date" shall have the meaning ascribed to such term in the introduction of this Agreement.

(c) "Granted Shares" shall have the meaning ascribed to such term in Section l(a) of this Agreement.

(d) "Grantee" shall mean the person named herein.

(e) "Purchase Price" shall mean the price, if any, paid by the Grantee for the Granted Shares.

(f) "Service" shall mean service as an Employee, Director or Consultant. For any purpose under this Agreement, Service shall be deemed to continue while the Grantee is on a bona fide leave of absence, if such leave was approved by the Company or Subsidiary in writing or if continued crediting of Service for such purpose is expressly required by the terms of such leave or by applicable law (as determined by the Committee).

(g) "Vested Shares" shall mean a Granted Share that is vested.

By signing below, the Grantee accepts this award, and acknowledges and agrees that this award is granted under and governed by the terms and conditions of the Integrated Electrical Services, Inc. 2006 Equity Incentive Plan and this Restricted Stock Award Agreement.

              Grantee:                                                                           Integrated Electrical Services, Inc.

                                                                                                          By:  ____________________________

                                                                                                         Title: ____________________________

EXHIBIT A

STOCK POWER

FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfers) unto Integrated Electrical Services, Inc. (the "Company"), ___________ shares of the common stock, par value $0.01 per share, of the Company standing in his name on the books of the Company represented by Certificate No. ___________ herewith or alternatively standing in his/her/its name in book entry at the Companys transfer agent and do(es) hereby irrevocably constitute and appoint ____________________________his attorney-in-fact, with full power of substitution, to transfer such shares on the books of the Company.

Dated:                                                                                  

Signature:                                                                                       

Print Name:                                                                                

Mailing Address:                                                                        

Instructions: Please do not fill in any blanks other than the signature line and printed name and mailing address. Please print your name exactly as you would like your name to appear on the issued stock certificate. The purpose of this assignment is to enable the Company to exercise its right to reacquire the Shares without requiring additional signatures on your part.

INTEGRATED ELECTRICAL SERVICES, INC

LONG TERM INCENTIVE PLAN
PLAN DOCUMENT

This Long Term Incentive Plan (“LTIP”) has been established for certain officers of Integrated Electrical Services, Inc. and certain of its subsidiaries to foster and promote the long term financial success of the Company and increase shareholder value by (a) strengthening the Company’s ability to develop, maintain and retain effective senior management; (b) motivating superior performance by means of long term performance related incentives linked to business performance; (c) encouraging and providing for ownership interests in the Company by its senior management; (d) attracting and retaining qualified senior management personnel by providing incentive compensation opportunities competitive with comparable companies; and (e) enabling senior management to participate in the long term financial growth and financial success of the Company. The terms, conditions and provisions of the Plan shall be as follows:

Unless the context requires otherwise, the following words as used in the Plan shall have the meanings ascribed to each below, it being understood that masculine, feminine, and neuter pronouns are interchangeable and that each comprehends the others.

The Plan will be administered by the Compensation Committee (“Committee”) of the Board of Directors.

The following shall be Participants in the Plan: each individual (a) who as of the commencement of each Performance Period is a member of the Executive Committee unless the Compensation Committee within 120 days after the commencement of a Performance Period determines that with respect to such Performance Period such individual shall not be a Participant or (b) who is designated by the Compensation Committee as a Participant with respect to a Performance Period no more than 120 days after the commencement of such Performance Period. A person designated as a Participant during the first year for the applicable Performance Period shall remain a Participant for such applicable Performance Period. No person has, or at any time will have, any right to be selected for current or future participation in the Plan.

The first Performance Period under this Plan shall be the period commencing on October 1, 2007 and ending on September 30, 2009. New Performance Periods shall commence on October 1st of each successive fiscal year. The Committee may, in its sole discretion, establish the duration of the Performance Period, provided such period may not be less than one year.

No later than 90 days after the commencement of each Performance Period (or than such earlier or later date as may be the applicable deadline for compensation payable hereunder for such Performance Period to qualify as “performance-based” under section 162(m)(4)(C) of the Code, hereafter referred to as the “Establishment Deadline” for each successive Performance Period), the Committee shall establish in writing the method for computing the amount of compensation that each participant in the Plan can earn under the Plan for such Performance Period if the performance goals established by the Committee for such Performance Period are attained in whole or in part.

No later than the Establishment Deadline for each Performance Period, the Committee shall establish in writing the performance goals for the Performance Period, which may include any of the following performance criteria (either alone or in any combination) as the Committee may determine: return on net assets, sales, net asset turnover, cash flow, cash flow from operations, operating profit, net operating profit, income from operations, operating margin, net income margin, return on total assets, return on gross assets, return on total capital, working capital turnover, economic value added, shareholder value added, enterprise value, receivables growth, earnings to fixed charges ratios, customer satisfaction, customer service, or developing and/or implementing action plans or strategies. The foregoing criteria shall have any reasonable definitions that the Committee may specify at the time such criteria are adopted. Any such performance criterion or combination of such criteria may apply to a participant’s award opportunity in its entirety, or to any designated portion or portions of the award opportunity, as the Committee may specify.

Each Participant in the Plan is entitled to an Award each year based on a percentage of his annual base salary rate in effect on the first day of the Performance Period. This award is referred to as the “LTIP Target Bonus”. One-half of the LTIP Target Bonus is payable as the retention component in the form of restricted stock. The remaining one-half of the LTIP Target Bonus is performance vesting restricted stock based on achievement of against predetermined earnings per share targets over a two year measurement period. Specifically, the LTIP Target Award provides for:

The Performance-Based component of the LTIP Award shall be determined by the Committee at the end of each Performance Period based on a Participant’s Individual Target Award and the Company’s achievement of its Performance Target established by the Company for that Performance Period.

For grant purposes, restricted stock units awarded under the Long Term Incentive Plan, whether restricted stock and performance share units, will be rounded up or down to the nearest 100 shares.
 

Awards shall be distributed under the Plan for any Performance Period solely on account of the attainment of the performance goals established by the Committee with respect to such Performance Period. The awards payable for any Performance Period shall be distributed following the end of the respective Performance Period. Distribution of any award under the Plan shall be contingent upon the Committee’s certifying in writing that the performance goals and any other material terms applicable to such award were in fact satisfied, and, until the Committee so certifies, such award shall not be awarded.
 

APPENDIX A
LONG TERM INCENTIVE PLAN

PERFORMANCE CRITERIA
FOR FISCAL 2008-2009

On November 12, 2007 the Human Resources and Compensation Committee of the Board of Directors of the Company (the "Committee" ) established the aggregate earnings per share objective ( “EPS Target”) for the Performance Period consisting of the 2008 and 2009 fiscal years under the Company’s Long Term Incentive Plan (the "LTIP" ) in which each of Messrs. Michael J. Caliel, President and Chief Executive Officer, Raymond K. Guba, Chief Financial Officer, Curt L. Warnock, Senior Vice President and General Counsel, Robert B. Callahan, Senior Vice President of Human Resources, Christopher Haas, Vice President of Supply Chain, Edjuan Bailey, Vice President of Marketing, Richard Beck, Vice President of Operations, Johnny Menninga, Group Vice President, Glenn Schaefer, Group Vice President, Richard A. Nix, Group Vice President, Robert W. Lewey, Vice President of Tax, and Harvey Hammock, Vice President of Safety participate.
 

Under the LTIP, among other things, bonuses are to be paid to each such executive officer based upon the Company’s achievement of the applicable Performance Criteria for the two-year Performance Period consisting of 2008 and 2009 (the “ Two-Year Performance Period "). If at least 75 % of the EPS Target is achieved for a P erformance Period , the named executive officer is entitled to receive a percentage of his target award (the “LTIP Target Bonus" ), which target bonus is based on a predetermined percentage of his annual base salary as of the first day of the Performance Period. The percentage of the LTIP Target Bonus payable in respect of the Performance Period is based on achievement of the Performance Criteria during the Performance Period. If 50% o f the actual earnings per share of the Company (the "Actual EPS") for the Performance Period is 75% of the EPS Target for the P erformance Period, 100% of the LTIP Target Bonus if the a ctual EPS for the performance cycle is 100% of the EPS Target, and 200% of the LTIP Target Bonus if the a ctual EPS for the P erformance Period is 14 0% of the EPS Target, with interpolation between such EPS Target attainment percentages (refer to Exhibit 1: LTIP Payout Schedule attached hereto). No bonus is payable in respect of a P erformance Period if the a ctual EPS for such P erformance Period is less than 7 5% of the EPS Target.
 

The Target Bonus with respect to each executive officer may be adjusted at the discretion of the c ommittee prior to the commencement of a P erformance Period . The LTIP Target B onus for the T wo-Y ear Performance Period for each named executive officer of the Company is as follows: Michael J. Caliel - 175%; Raymond K. Guba - 150%; Curt L. Warnock - 125%; Robert B. Callahan - 125%; Christopher Haas – 100%; Edjuan Bailey – 100%; Richard Beck – 100%; Johnny Menninga – 100%; Glenn Schaefer – 100%; Richard A. Nix – 100%; Robert W. Lewey – 50%, and Harvey Hammock - 50%.

EXHIBIT #1

LTIP PAYOUT SCHEDULE ¹

¹       Percent of participant’s targeted annual LTIP awarded will be interpolated on a straight line basis for EPS performance between threshold and maximum.

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