X0305 4 2012-05-01 0 0000866273 MATRIX SERVICE CO MTRX 0001519321 HEWITT JOHN R 5100 EAST SKELLY DRIVE, SUITE 700 TULSA OK 74135 1 1 0 0 President & CEO COMMON STOCK 2012-05-01 4 A 0 44150 0 A 128300 D INCENTIVE STOCK OPTION (RIGHT TO BUY) 10.19 2012-05-01 4 D 0 9813 D 2021-11-17 COMMON STOCK 9813 0 D NON-QUALIFIED STOCK OPTION (RIGHT TO BUY) 10.19 2012-05-01 4 D 0 34337 D 2021-11-17 COMMON STOCK 34337 0 D MATRIX SERVICE COMPANY COMMON STOCK. RESTRICTED STOCK UNITS, EACH UNIT WILL ENTITLE THE REPORTING PERSON TO ONE SHARE OF MATRIX SERVICE COMPANY COMMON STOCK IF AND WHEN THE CONDITIONS OF THE RESTRICTION HAVE BEEN SATISFIED. FOR THIS AWARD, 25% WILL VEST EACH YEAR FOR THE NEXT FOUR YEARS BEGINNING ON NOVEMBER 17, 2012. THE STOCK OPTIONS WOULD HAVE BECOME 100% EXERCISABLE ON THE THIRD ANNIVERSARY DATE OF THE GRANT. ON NOVEMBER 17, 2011, THE REPORTING PERSON WAS AWARDED 44,150 RESTRICTED STOCK UNITS AND 44,150 STOCK OPTIONS. IT WAS SUBSEQUENTLY DETERMINED THAT, UNDER THE REPORTING PERSON'S OFFER LETTER, 100% OF THE AWARD SHOULD HAVE BEEN MADE IN THE FORM OF RESTRICTED STOCK UNITS ONLY. ON MAY 1, 2012, THE STOCK OPTIONS WERE CANCELLED BY MUTUAL AGREEMENT OF THE REPORTING PERSON AND MATRIX SERVICE COMPANY AND REPLACED BY 44,150 RESTRICTED STOCK UNITS. John R. Hewitt 2012-05-03