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Exhibit 10.1
RESTRICTED STOCK AWARD
AGREEMENT
THIS RESTRICTED STOCK AWARD
AGREEMENT (the “ Agreement ”) is made and
entered into as of July 2, 2007, by and between CECO
Environmental Corp., a Delaware corporation (the “
Company ”), and Phillip DeZwirek (the “
Participant ”) relating to the grant and issuance of
shares of Common Stock of the Company under the CECO Environmental
Corp. 2007 Equity Incentive Plan (the “ Plan
”).
Statement of
Purpose
WHEREAS, the Company desires
to grant to the Participant, and the Participant accepts the grant
of, 100,000 shares of Common Stock (the
“Shares”);
WHEREAS, the Company has duly
made all determinations necessary or appropriate in connection with
the grant of the Shares hereunder.
NOW, THEREFORE, in
consideration of the premises and the mutual covenants herein
contained, the parties hereto hereby agree as follows:
1. Definitions
. Unless otherwise defined herein, capitalized terms in this
Agreement shall have the same meaning as defined in the
Plan.
2. Grant, Vesting and
Settlement of Restricted Shares
(a) Grant . As of
July 2, 2007, the Company hereby grants and issues to the
Participant, and the Participant hereby accepts the grant of the
Shares in such number as is specified in attached Exhibit A.
Concurrent with the execution and delivery of the Agreement, the
Company will cause the stock certificates representing the Shares
to be issued in Participant’s name. To the extent the
Participant hereby acquires the Shares and the Shares are not fully
vested as of the date hereof, such Shares shall constitute
“Restricted Shares” and shall be subject to all of the
restrictions described herein. Stock certificates representing
Restricted Shares shall be held by the Company until such time as
the Shares vest.
(b) Vesting and
Settlement . The Restricted Shares shall cease to constitute
Restricted Shares, and shall become unrestricted Shares, pursuant
to the vesting schedule attached as Exhibit A.
3. Restriction on
Transfer; Legend . Restricted Shares or any interest
therein may not be directly or indirectly sold, transferred,
pledged, hypothecated, or otherwise disposed of. The Restricted
Share certificates shall bear the following legend:
The shares represented by
this certificate are subject to restrictions on transfer and may
not be sold, exchanged, transferred, pledged, hypothecated or
otherwise disposed of except in accordance with and subject to all
of the terms and conditions of a Restricted Stock Award Agreement
dated as of July 2, 2007, a copy of which the Company shall
furnish to the holder of this certificate upon request and without
charge.
When the restrictions on any
Shares lapse, the Corporation shall cause a replacement stock
certificate for those Shares, without the legend referred to above,
to be issued and delivered to Participant as soon as
practicable.
4. Tax Consequences
. The Company shall not be liable or responsible in any way for
any and all tax (including any withholding tax) consequences
relating to the Shares, and the Participant agrees to undertake to
determine, and be responsible for, any and all tax (including any
withholding tax) consequences to himself or herself with respect to
the Shares. Notwithstanding any other provision of this Agreement,
the Shares, shall not be released to the Participant unless, the
Participant shall have paid to the Company, or made arrangements
satisfactory to the Company regarding the payment of, any Federal,
state, local or foreign taxes of any kind required by law to be
withheld with respect to the grant of the Shares or the lapse of
restrictions otherwise imposed by this Agreement.
5. Section 83(b)
Election . The Participant understands that Section 83
of the Code may tax as compensation income the difference between
the amount paid for the Restricted Shares, if any, and the fair
market value of the Restricted Shares as of the date any
restrictions on the Restricted Shares lapse in the absence of an
election under Section 83(b) of the Code. In this context,
“restriction” means the forfeitability of the
Restricted Shares pursuant to the terms of this Agreement. In the
event the Common Shares are registered under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”),
“restriction” with respect to the officers, directors,
and 10% stockholders may also mean the six-month period after the
acquisition of the Restricted Shares during which sale
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