Exhibit 10.4
PEERLESS MFG. CO.
2007 STOCK INCENTIVE
PLAN
RESTRICTED STOCK
AWARD AGREEMENT
FOR NON-EMPLOYEE
DIRECTORS
THIS RESTRICTED STOCK AWARD AGREEMENT
(this “ Agreement ”), dated as of
, 20 is entered into between
PEERLESS MFG. CO., a Texas corporation (the “
Company ”), and
(“ Grantee ”). Capitalized terms used
herein but not defined shall have the meanings assigned to those
terms in the Peerless Mfg. Co. 2007 Stock Incentive Plan (the
“ Plan ”).
W
I T N E S S E T H:
A. Grantee is a non-employee
director of the Company; and
B. Pursuant to the terms of the
Plan, on
, 20 (the “ Date
of Grant ”), Grantee was granted shares (“
Restricted Stock ”) of the Company’s
common stock, par value $1.00 per share (“ Common
Shares ”);
NOW, THEREFORE, in consideration of
these premises and the covenants and agreements set forth in this
Agreement, the Company and Grantee agree as follows:
1. Grant of Restricted
Stock . The Company hereby grants to Grantee, effective as of
the Date of Grant,
shares of Restricted Stock, which shares are immediately
nonrestricted and nonforfeitable as of the Date of Grant.
2. Dividend, Voting and
Other Rights . Grantee shall have all of the rights of a
shareholder with respect to the shares of Restricted Stock,
including the right to vote the shares of Restricted Stock and
receive any cash dividends that may be paid thereon.
3. Communications . All
notices, demands and other communications required or permitted
hereunder or designated to be given with respect to the rights or
interests covered by this Agreement shall be deemed to have been
properly given or delivered when delivered personally or sent by
certified or registered mail, return receipt requested, U.
