Exhibit 10.2
RESTRICTED STOCK AWARD
AGREEMENT
THIS RESTRICTED STOCK AWARD
AGREEMENT (the “ Agreement ”) is made and
entered into as of May 21, 2008, by and between CECO
Environmental Corp., a Delaware corporation (the “
Company ”), and Arthur Cape (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,
2,000 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
May 21, 2008, 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 May 21, 2008, a copy of which the Company shall furnish to
the holder of this certificate upon request and without
charge.
1
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
