EXHIBIT 10.43
STOCK OPTION
AGREEMENT
CECO ENVIRONMENTAL
CORP.
1997 STOCK OPTION
PLAN
THIS AGREEMENT is dated and made
effective as of June 21, 2006 (“ Effective Date
”) by and between CECO ENVIRONMENTAL CORP., a Delaware
corporation (the “ Company ”), and ARTHUR CAPE
(“ Optionee ”).
WITNESSETH:
WHEREAS, Optionee on the date hereof
is a Director of the Company or one of its Subsidiaries;
and
WHEREAS, the Company desires to
grant a non-qualified stock option to Optionee to purchase shares
of the Company’s Common Stock pursuant to the Company’s
1997 Stock Option Plan, as amended (the “ Plan
”); and
WHEREAS, the Board of Directors of
the Company has authorized the grant of a non-qualified stock
option to Optionee at a price of $7.30 per share.
NOW, THEREFORE, in consideration of
the premises and of the mutual covenants herein contained, the
parties hereto agree as follows:
1. Grant of Option .
The Company hereby grants to Optionee as of the Effective Date the
right and option (the “ Option ”) to purchase up
to fifteen thousand (15,000) shares of Option Stock (“
Shares ”) at an exercise price of $7.30 per share on
the terms and conditions set forth herein and subject to the terms
and conditions of the Plan.
All capitalized terms not defined in
this Agreement shall have the meaning set forth in the
Plan.
2. Vesting, Exercisability and
Duration .
a. Vesting and Exercise
Period . The Option shall vest and become exercisable as
follows:
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(i)
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5,000 options
shall vest and become exercisable on June 21, 2007, provided
that the Optionee is a member of the Board of Directors of the
Company as of such date;
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(iv)
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5,000 options
shall vest and become exercisable on June 21, 2008, provided
that the Optionee is a member of the Board of Directors of the
Company as of such date; and
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1
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(v)
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5,000 options
shall vest and become exercisable on June 21, 2009, provided
that the Optionee is a member of the Board of Directors of the
Company as of such date.
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Unvested options may not be
exercised.
b. Expiration . The Option
shall expire on the earlier of (i) the date sixty
(60) days from the date that Optionee no longer is a director
of the Company or any of its subsidiaries for any reason, including
without limitation, due to death or disability, or (ii) the
close of business ten (10) years from the date of this
Agreement, which is June 21, 2016 (the “ Expiration
Date ”) and must be exercised, if at all, on or before
the Expiration Date.
c. Lapse Upon Expiration . To
the extent that this Option is not exercised prior to the
Expiration Date, all rights of Optionee under this Option shall
thereupon be forfeited.
3. Manner of Exercise
.
a. General . The Option may
be exercised only by Optionee (or other proper party in the event
of death or incapacity), subject to the conditions of the Plan and
this Agreement, and subject to such other administrative rules as
the Administrator deems advisable, by delivering written notice of
exercise to the Company at its principal office, in the form
attached hereto as Exhibit A. The notice shall state the number of
Shares exercised and shall be accompanied by payment in full of the
Option price for all Shares exercised pursuant to the notice. Any
exercise of the Option shall be effective upon receipt of such
notice by the Company, together with payment that complies with the
terms of the Plan and this Agreement. The Option may be exercised
with respect to any number or all of the shares as to which it can
then be exercised and, if partially exercised, may be so exercised
as to the unexercised shares at any time and from time to time
prior to expiration of the Option as provided in this
Agreement.
b. Form of Payment . Subject
to approval by the Administrator, payment of the Option price by
Optionee shall be in the form of cash, personal check, certified
check, or where permitted by law and provided that a public market
for the Company’s stock exists: (i) through a
“same day sale” commitment from Optionee and a
broker-dealer that is a member of the National Association of
Securities Dealers (an “ NASD Dealer ”) whereby
Optionee irrevocably elects to exercise the Option and to sell a
portion of the Shares so purchased to pay for the exercise price,
and whereby the NASD Dealer irrevocably commits upon receipt of
such Shares to forward the exercise price directly to the Company;
(ii) through a “margin” commitment from Optionee
and a NASD Dealer whereby Optionee irrevocably elects to exercise
the Option and to pledge the Shares so purchased to the NASD Dealer
in a margin account as security for a loan from the NASD Dealer in
the amount of the exercise price, and whereby the NASD Dealer
irrevocably commits upon receipt of such Shares to forward the
exercise price directly to the Company; or (iii) by tender of
shares of Common Stock of the Company already owned by Optionee for
a period of at least six (6) months prior to payment having a
Fair Market Value on the date received by the Company equal to the
exercise price for the Shares exercised. Optionee shall be solely
responsible for any income or other tax consequences from any
payment for Shares with Optionee’s Common Stock of the
Company.
c. Stock Transfer Records .
Provided that the notice of exercise and payment are in form and
substance satisfactory to counsel for the Company, as soon as
practicable after the effective exercise of all or any part of the
Option, Optionee shall be recorded on the stock transfer books of
the Company as the owner of the Shares purchased, and the Company
shall deliver to
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Optionee, or to the NASD Dealer, as the case may
be, one or more duly issued stock certificates evidencing such
ownership. All requisite original issue or transfer documentary
stamp taxes shall be paid by the Company. Optionee shall pay all
other costs of the Company incurred to issue such Shares to such
NASD Dealer.
Shares purchased pursuant to
exercise hereunder: (i) may be deposited with a NASD Dealer
designated by
