EXHIBIT 10(H)(H-2)
STOCK OPTION AGREEMENT
UNDER 2007 INCENTIVE PLAN
THIS AGREEMENT dated as of the 13th day of December, 2007 by
and
between EMCOR GROUP, INC., a Delaware corporation (the
"Corporation"), and Jerry
E. Ryan ("Grantee")
W I T N E S S E T H:
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WHEREAS, the Corporation wishes to grant to Grantee, on the
date
hereof, a non-qualified stock option to purchase shares ("Shares")
of Common
Stock of the Corporation, $.01 par value, under the Corporation's
2007 Incentive
Plan (the "Plan") and upon the terms and conditions hereinafter
stated.
NOW, THEREFORE, in consideration of the premises and of the
undertakings hereinafter contained, the Corporation and Grantee
agree as
follows:
1. Subject to the terms and conditions of this Agreement, the
Corporation hereby grants to Grantee under the Plan a non-qualified
stock option
(the "Option") to purchase 10,000 Shares, at an exercise price per
Share of
$25.40. Prior to the expiration date of the Option, all or any part
of the
Shares subject to the Option may be purchased on or after the date
hereof, at
any time or from time to time, regardless of the Grantee's
cessation or
termination of service as a director of the Corporation for any
reason. In the
event of the Grantee's death at any time prior to the expiration
date of the
Option and before it is exercised in full, the executors,
administrators,
legatees or distributees of the Grantee's estate shall have the
privilege of
exercising any unexercised portion of the Option prior to the
expiration date of
the Option. Unless sooner exercised in full, the Option shall
expire eight years
from the date hereof.
2. (a) The exercise date of the Option, or any portion thereof,
shall
be the date a notice of exercise with respect thereto is received
by the
Corporation, together with provision for payment of the full
purchase price in
accordance with this Section. The purchase price for
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the Shares as to which an Option is exercised shall be paid to the
Corporation,
at the election of the Committee (as that term is defined in the
Plan), pursuant
to one or more of the following methods: (i) in cash or its
equivalent (e.g., by
check); (ii) in Shares having a Fair Market Value (as that term is
defined in
the Plan) equal to the aggregate exercise price for the Shares
being purchased;
PROVIDED, that such Shares have been held by the Grantee for no
less than six
months (or such other period as established from time to time by
the Committee
in order to avoid adverse accounting treatment applying generally
accepted
accounting principles); (iii) partly in cash and partly in Shares;
or (iv) if
there is a public market for the Shares at such time, through the
delivery of
irrevocable instructions to a broker to sell the Shares obtained
upon the
exercise of the Option and to deliver promptly to the Corporation
an amount out
of the proceeds of such sale equal to the aggregate exercise price
for the
Shares being purchased. No Grantee shall have any rights to
dividends or other
rights of a stockholder with respect to Shares subject to the
Option until the
Grantee has given written notice of exercise of the Option, paid in
full for
such Shares, and, if applicable, has satisfied any other conditions
imposed by
the Committee.
(b) Within a reasonable time after the exercise of the Option,
the
