Summary of MATRIX SERVICE CO

Change in Directors or Principal Officers, Financial Statements and Exhibits

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

(e)

Matrix Service Company 2004 Stock Incentive Plan

On October 23, 2009, the stockholders of Matrix Service Company (the "Company") approved Amendment Three to the Matrix Service Company 2004 Stock Incentive Plan (the "Plan"). The purpose of the Amendment three was to (i) increase the total number of shares of common Stock available for issuance under the Plan from 1,200,000 to 2,300,000 shares, (ii) add new language to the Plan specifically prohibiting the Compensation Committee, without prior stockholder approval, from effecting and "repricing" of any award under the plan and (iii) add award limits for awards other than options and stock appreciation rights.

A more detailed description of Amendment Three to the Matrix Service Company 2004 Stock Incentive Plan is contained in the Company's Proxy Statement on Schedule 14A for the 2009 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on September 11, 2009. Amendment Three is filed as Exhibit 10 to this Current Report on Form 8-K and is incorporated by reference as though fully set forth herein.

Item 9.01 Financial Statements and Exhibits.

The following exhibit is filed herewith:

Exhibit
  No.                                     Description

10           Amendment No. 3 to Matrix Service Company 2004 Stock Incentive Plan
             (filed as Exhibit A to Schedule 14A filed on September 11, 2009 and
             incorporated by reference herein).