Exhibit 10.3
PEERLESS MFG. CO.
2007 STOCK INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
FOR EMPLOYEES
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, or will become
within 90 days of the Date of Grant (as defined below), an
employee of the Company or a Subsidiary and has been designated a
Participant under the Plan; and
B. Pursuant to the terms of the
Plan, on ___, 20___(“ 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. Certificates
evidencing shares of Restricted Stock, and any certificates for
Common Shares issued as dividends on, in exchange of, or as
replacements for, certificates evidencing shares of Restricted
Stock, shall bear legends referring to the restrictions set forth
herein and any other restrictive legends as the Company (upon
advice of counsel) may deem necessary or advisable. Until such time
as all restrictions have lapsed and the shares of Restricted Stock
have become nonforfeitable, the Company shall retain the
certificates evidencing the same.
2. Restrictions on
Transfer . The shares of Restricted Stock may not be
transferred, sold, pledged, exchanged, assigned or otherwise
encumbered or disposed of by Grantee unless and until they have
become nonrestricted and nonforfeitable in accordance with
Section 3 hereof; provided , however , that
Grantee’s interest in the shares of Restricted Stock may be
transferred by will or the laws of descent and distribution. Any
purported transfer, encumbrance or other disposition of the shares
of Restricted Stock that is in violation of this Section 2
shall be null and void, and the other party to any such purported
transaction shall not obtain any rights to or interest in the
shares of Restricted Stock. The shares of Restricted Stock granted
hereunder shall be deemed to be subject to a substantial risk of
forfeiture within the meaning of Section 83 of the Internal
Revenue Code of 1986, as amended from time to time.
3. Lapse of Restrictions
.
(a) The shares of Restricted Stock
shall become nonrestricted and nonforfeitable to the extent of ___%
of the shares of Restricted Stock on each of the first
___anniversaries of the Date of Grant, unless earlier forfeited in
accordance with Section 4[; provided , however ,
that if the Board determines that Grantee has satisfied the
management objectives established by the Board and attached as
Appendix A hereto as of the ___ anniversary of the Date of
Grant, the shares of Restricted Stock shall become fully vested and
exercisable on the ___anniversary of the Date of Grant].
(b) Notwithstanding the provisions of
Section 3(a) above, all shares of Restricted Stock shall become
immediately nonrestricted and nonforfeitable upon the
occurren
