EXHIBIT 4.2
FORM OF STOCK OPTION AGREEMENT
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THIS AGREEMENT, dated as of the ________________, ____ by and between
EMCOR GROUP, INC., a Delaware corporation (the "Corporation"), and
________________ ("Grantee").
W I T N E S S E T H:
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WHEREAS, the Corporation wishes to grant to Grantee, on the date set
forth above, a non-qualified stock option to purchase shares of Common Stock of
the Corporation, $.01 par value, upon the terms and conditions hereinafter
stated.
NOW, THEREFORE, in consideration of the premises and of the
undertakings hereinafter contained, the Corporation and Grantee agree as
follows:
1. Subject to the terms and conditions of this Agreement, the
Corporation hereby grants to Grantee a non-qualified stock option (the "Option")
to purchase all or any part of _____ shares of Common Stock of the Corporation,
$.01 par value (the "Shares"), at a price per share of $_____. Unless sooner
terminated in accordance with the terms of this Agreement and prior to the
expiration date of the Option, one-third of the Shares subject to the Option may
be purchased on or after the first anniversary of the date hereof, an additional
one third of the Shares subject to the Option may be purchased on or after the
second anniversary of the date hereof, and the balance of the Shares subject to
the Option may be purchased on or after the third anniversary of the date
hereof. Unless sooner exercised in full or sooner terminated as expressly
provided herein, the Option shall expire ten years from the date hereof.
2. (a) Notwithstanding the foregoing, all or any part of the
Option may be exercised in the following circumstances: (a) subject to the
provisions of Section 4 hereof, upon (but prior to the expiration of the term of
the Option) the
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Grantee's retirement from the Corporation and all Subsidiaries on or after his
65th birthday, (b) subject to the provisions of Section 4 hereof, upon the
disability (to the extent and in a manner as shall be determined by the
Compensation and Personnel Committee (the "Committee") of the Board of Directors
of the Corporation in its sole discretion) or death of the Grantee, or (c) upon
the occurrence of such special circumstance or event as in the opinion of the
Committee merits special consideration.
(b) The Option shall be exercised by the delivery of
written notice duly signed by the Grantee to such effect ("Exercise Notice"),
together with the full purchase price of the Shares purchased pursuant to the
exercise of the Option, to the Chairman of the Board or an officer of the
Corporation appointed by the Chairman of the Board for the purpose of receiving
the same. Payment of the full purchase price shall be made as follows: in cash
or by check payable to the order of the Corporation; by delivery to the
Corporation of Shares which shall be valued at their Fair Market Value on the
date of exercise of the Option; by providing with the Exercise Notice an order
to a designated broker to sell part or all of the Shares and to deliver
sufficient proceeds to the Corporation, in cash or by check payable to the order
of the Corporation, to pay the full purchase price of the Shares and all
applicable withholding taxes; or by such other methods as the Committee may
permit from time to time.
(c) Within a reasonable time after the exercise of the
Option, the Corporation shall cause to be delivered to the person entitled
thereto a certificate for the Shares purchased pursuant to the exercise of the
Option.
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(d) Notwithstanding any other provision of the Option,
the Option may not be exercised at any time when the Option or the granting or
exercise thereof violates any law or governmental order or regulation.
(e) For purposes hereof the term Subsidiary means any
corporation 50% or more of whose stock having general voting power is owned by
the Corporation or by another Subsidiary, as herein defined, of the Corporation.
3. The Option and all other rights hereunder are not transferable
or assignable by the Grantee except to the extent that the estate of the
Grantee, if deceased, may be permitted, as herein provided, to exercise it. The
Option may be exercised during the Grantee's lifetime only by him.
4. All or any part of the Option, to the extent unexercised,
shall terminate immediately, upon the cessation or termination for any reason of
the Grantee's employment by the Corporation or any Subsidiary, except that the
Grantee shall have until the end of the three month period following the
cessation of his employment with the Corporation or its Subsidiaries to exercise
any unexercised part of the Option that he could have exercised on the day on
which such employment terminated; provided, that such exercise must be
accomplished prior to the expiration of the term of such Option. Notwithstanding
the foregoing, if the cessation of employment is due to Grantee's retirement on
or after he attains age 65 ("Retirement") or disability (to the extent and in a
manner as shall be determined in each case by the Committee in its sole
discretion) or death, or upon occurrence of such special circumstance or event
as in the opinion of the Committee merits special consideration, the Grantee (or
the representative of the estate of the Grantee, if deceased) may exercise the
entire portion of the Option which is
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unexercised at the time of such Retirement, disability or death or special
circumstance or event; PROVIDED, HOWEVER, that such exercise must be
accomplished prior to the expiration of the term of the Option and, (a) unless
the Committee determines a longer period, within three months of the Grantee's
Retirement or disability or determination by the Committee of the existence of
such special circumstance or event and the notification by the Committee to the
Grantee thereof (b) unless the Committee determines a longer period, within six
months of the Grantee's death.
5. (a) If prior to the complete exercise of the Option there
shall be declared and paid a stock dividend upon the Shares or if the Shares
shall be split up, converted, exchanged, reclassified, or in any way substituted
for, then the Option, to the extent that it has not been exercised, shall
entitle the Grantee upon the future exercise of the Option to such number and
kind of securities or cash or other property subject to the terms of the Option
to which he would have been entitled had he actually owned the Shares subject to
the unexercised portion of the Option at the time of the occurrence of such
stock dividend, split-up, conversion, exchange, reclassification or
substitution, and the aggregate purchase price upon the future exercise of the
Option shall be the same as if the originally optioned Shares were being
purchased hereunder.
(b) Any fractional shares or securities issuable upon the
exercise of the Option as a result of such adjustment shall be payable in cash
based upon the Fair Market Value of such shares or securities at the time of
such exercise. If any such event should occur, the number of Shares with respect
to which the Option remains to be issued shall be adjusted in a similar manner.
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(c) Notwithstanding the foregoing, upon the dissolution
or liquidation of the Corporation, or the occurrence of a merger or
consolidation in which the Corporation is not the surviving corporation, or in
which the Corporation becomes a subsidiary of another corporation or in which
the voting securities of the Corporation outstanding immediately prior thereto
do not continue to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than 50% of the
combined voting securities of the Corporation or such surviving entity
immediately after such merger or consolidation, or upon the sale of all or
substantially all of the assets of the Corporation, the Option shall terminate
unless provision is made by the Corporation in connection with such transaction
for the assumption of the Option, or the substitution for the Option of new
options of the successor corporation or a parent or subsidiary thereof, with
appropriate adjustments as to the number and kinds of shares and the per share
exercise prices. In the event the Option terminates as aforesaid in connection
with with a dissolution, liquidation, merger, consolidation or sale, the holder
of the Option shall be entitled to receive from the Corporation cash in an
amount equal to the excess of (i) the Fair Market Value (determined an the basis
of the amount received by shareholders in connection with such transaction) of
the Shares subject to the portion of the Option not theretofore exercised
(whether or not the Option is then exercisable pursuant to its terms or
otherwise) over (ii) the aggregate purchase price which would be payable for
such Shares upon the exercise of the Option. In the event of any other change in
the corporate structure or outstanding Shares, the Committee shall make such
equitable adjustments to the number of Shares and the class of shares available
under the Option as it shall deem appropriate to prevent dilution or enlargement
of rights.
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(d) For purposes hereof the term Fair Market Value on a
specified date shall mean the closing price at which a Share is traded on the
stock exchange, if any, on which Shares are primarily traded or, if the Shares
are not then traded on a stock exchange, the closing price of a Share as
reported on the NASDAQ National Market System or, if the Shares are not then
traded on the NASDAQ National Market System, the average of the closing bid and
asked prices at which a Share is traded on the over-the-counter market, but if
no Shares were traded on such date, then on the last previous date on which a
Share was so traded, or, if none of the above is applicable, the value of a
Share as established by the Committee for such date using any reasonable method
of valuation.
6. The Corporation may postpone the issuance and delivery of
Shares pursuant to the grant or exercise of the Option until (a) the admission
of such Shares to listing on any stock exchange on which Shares of the
Corporation of the same class are then listed, and (b) the completion of such
registration or other qualification of such Shares under any State or Federal
law, rule or regulation as the Corporation shall determine to be necessary or
advisable. The Grantee shall make such representations and furnish such
information as may, in the opinion of counsel for the Corporation, be
appropriate to permit the Corporation, in the light of the then existence or
non-existence with respect to such Shares of an effective Registration Statement
under the Securities Act of 1933, as from time to time amended (the "Securities
Act"), to issue the Shares in compliance with the provisions of the Securities
Act or any comparable act. The Corporation shall have the right, in its sole
discretion, to legend any Shares which may be
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issued pursuant to the grant or exercise of the Option, or may issue stop
transfer orders in respect thereof.
7. If the Corporation or a Subsidiary shall be required to
withhold any amounts by reason of any Federal, State or local tax rules or
regulations in respect of the issuance of Shares pursuant to the exercise of the
Option, the Corporation or the Subsidiary shall be entitled to deduct and
withhold such amounts from any cash payments to be made to the Grantee. In any
event, the Grantee shall make available to the Corporation or Subsidiary,
promptly when requested by the Corporation or such Subsidiary, sufficient funds
to meet the requirements of such withholding; and the Corporation or Subsidiary
shall be entitled to take and authorize such steps as it may deem advisable in
order to have such funds made available to the Corporation or Subsidiary out of
any funds or property due or to become due to the holder of such Option.
8. Nothing contained herein shall be construed to confer on the
Grantee any right to be continued in the employ of the Corporation or any
Subsidiary or derogate from any right of the Corporation or any Subsidiary to
retire, request the resignation of or discharge the Grantee (without or with
pay) at any time, with or without cause.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
EMCOR GROUP, INC.
By:____________________________________
_______________________________________
[ ] Grantee
