EXHIBIT 10.32
STOCK OPTION AGREEMENT
CECO ENVIRONMENTAL CORP.
1997 STOCK OPTION PLAN
THIS AGREEMENT is dated and made effective as of September 18, 2000 ("Effective
Date") by and between CECO ENVIRONMENTAL CORP. a New York corporation (the
"Company"), and XXXXXX XXXXXX ("Optionee").
WITNESSETH:
WHEREAS, Optionee on the date hereof is an officer 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 and has determined that, on the Effective
Date, the Fair Market Value of Option Stock of the Company is $2.0625 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 five thousand (5,000)
shares of Option Stock ("Shares") at an exercise price of $2.0625 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. Duration and Exercisability.
a. Exercise Period. The Option shall become exercisable on March 18, 2001 six
months after the date of this grant agreement.
b. Expiration. The Option shall expire on September 18, 2010 ("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. 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 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 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 Optionee, in street name, if so provided in such
exercise notice accompanied by all applications and forms reasonably required by
the Administrator to effect such deposit, or (ii) may be issued to Optionee and
such other person, as joint owners with the right of survivorship, as is
specifically described in such exercise notice. Optionee shall be solely
responsible for any income or other tax consequences of such a designation of
ownership hereunder (or the severance thereof).
4. Miscellaneous.
a. Employment Rights as Shareholder. This Agreement shall not confer on Optionee
any right with respect to employment by the Company or any Subsidiary. Optionee
shall have no rights as a shareholder with respect to Shares subject to this
Option until such Shares are issued to Optionee upon the exercise of this
Option. No adjustment shall be made for dividends (ordinary or extra-ordinary,
whether in cash, securities or other property), distributions or other rights
for which the record date is prior to the date such shares are issued, except as
provided in Section 11 of the Plan.
b. Securities Law Compliance. The exercise of the Option and the issuance and
transfer of Shares shall be subject to compliance by the Company and Optionee
with all applicable requirements of federal and state securities laws and with
all applicable requirements of any stock exchange on which the Company's Common
Stock may be listed at the time of such issuance or transfer.
c. Mergers, Recapitalization, Stock Splits, Etc. The provisions of Section 11 of
the Plan, as amended effective the Effective Date, shall govern all Options in
the event of any reorganization, merger, consolidation, recapitalization,
reclassification, change in par value, stock split-up, combination of shares or
dividend payable in capital stock, or other such transaction described under
Section 11 of the Plan, and the Company reserves all discretion provided
therein.
d. Nontransferability. The Option may not be transferred in any manner other
than by will or by the laws of descent and distribution and may be exercised
during the lifetime of Participant only by Participant. The terms of the Option
shall be binding upon the executors, administrators, successors and assigns of
Participant.
e. 1997 Stock Option Plan. The Option evidenced by this Agreement is granted
pursuant to the Plan, as amended the Effective Date, a copy of which Plan has
been made available to Optionee and is hereby incorporated into this Agreement.
This Agreement shall be subject to and in all respects limited and conditioned
as provided in the Plan. The Plan governs this Option and, in the event of any
questions as to the construction of this Agreement or in the event of a conflict
between the Plan and this Agreement, the Plan shall govern, except as the Plan
otherwise provides.
f. Accounting Compliance. Optionee agrees that, in the event of a transaction
subject to Section 11 of the Plan, treated as a "pooling of interests" under
generally accepted accounting principles, and Optionee is an affiliate of the
Company or any Subsidiary (as described in Section 11 of the Plan) at the time
of such change of control transaction, Optionee will comply with all
requirements of Rule 145 of the Securities Act of 1933, as amended, and the
requirements of such other legal or accounting principles, and will execute any
documents necessary to ensure such compliance.
g. Stock Legend. The Administrator may require that the certificates for any
Shares purchased by Optionee (or, in the case of death, Optionee's successors)
bear an appropriate legend to reflect the restrictions of Section 4(f), of this
Agreement.
h. Withholding. Optionee acknowledges that, upon exercise of all or any portion
of this Option, the Company shall have the right to require Optionee to pay to
the Company an amount equal to the amount the Company is required to withhold as
a result of such exercise federal and state income tax purposes.
i. Scope of Agreement. This Agreement shall bind and inure to the benefit of the
Company and its successors and assigns and Optionee and any successor or
successors of Optionee permitted Section 4(d) of this Agreement.
j. Interpretation. The Administrator shall have the sole discretion to interpret
and administer the Plan. Any determination made by the Administrator with
respect to any Option shall be final and binding on the Company and on all
persons having an interest in the Option granted under this Agreement and the
Plan.
k. Entire Option. The Plan, as amended, is incorporated herein by reference.
This Agreement and the Plan constitute the entire agreement and understanding of
the parties hereto with respect to the subject matter hereof and supersede all
prior understandings and agreements with respect to such subject matter.
l. Successors and Assigns. The Company may assign any of its rights under the
Option. The Option shall be binding upon and inure to the benefit of the
successors and assigns of the Company. Subject to the restrictions on transfer
set forth herein, the Option shall be binding upon Optionee and Optionee's
heirs, executors, administrators, legal representatives, successors and assigns.
m. Governing Law. The Option shall be governed by and construed in accordance
with the internal laws of the State of Ohio, without regard to that body of law
pertaining to choice of law or conflict of law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
on the day and year first above written.
CECO ENVIRONMENTAL CORP. OPTIONEE
By: /s/ Xxxxxxx X. Xxxx /s/ Xxxxxx Xxxxxx
--------------------------------- ------------------------
Its:/s/ President Xxxxxx Xxxxxx
The Xxxxx set forth in this
Agreement has been approved by
Administrators of CECO
Environmental Corp.
1997 Stock Option Plan
