EXHIBIT 10(K)(K)
EMCOR GROUP, INC.
2007 INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
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January 2, 2009
EMCOR Group, Inc.
000 Xxxxxxx Xxxxx
Xxxxxxx, XX 00000-0000
Gentlemen:
The undersigned (i) acknowledges that he has received an award (the
"Award") of stock from EMCOR Group, Inc. (the "Company") under the 2007
Incentive Plan (the "Plan"), subject to the terms set forth below and (ii)
agrees with the Company as follows:
1. EFFECTIVE DATE. This Agreement shall take effect as of January 2, 2009,
which is the date of grant of the Award (the "Grant Date").
2. SHARES SUBJECT TO AWARD. The Award consists of 2,071 shares (the
"Shares") of common stock of the Company ("Stock"). The undersigned's
rights to the Shares are subject to the restrictions described in this
Agreement.
3. MEANING OF CERTAIN TERMS. The term "vest" as used herein with respect
to any Share means the lapsing of the restrictions described herein
with respect to such Share.
4. NONTRANSFERABILITY OF SHARES. The Shares acquired by the undersigned
pursuant to this Agreement shall not be sold, transferred, pledged,
assigned or otherwise encumbered or disposed of except as provided
below.
5. FORFEITURE RISK. Except as provided in the following sentence, if the
undersigned ceases to be a director of the Company for any reason,
including death, any then outstanding and unvested Shares acquired by
the undersigned hereunder shall be automatically and immediately
forfeited. In the event the undersigned shall cease to be a director
upon or following a Change in Control (as that term is defined in the
Plan), any then outstanding and unvested shares acquired hereunder
shall thereupon vest and shall not be forfeited. The undersigned hereby
(i) appoints the Company as the attorney-in-fact of the undersigned to
take such actions as may be necessary or appropriate to effectuate a
transfer of the record ownership of any such shares that are unvested
and forfeited hereunder, (ii) agrees to deliver to the Company a stock
power, endorsed in blank, with respect to such Shares, and (iii) agrees
to sign such other powers and take such other actions as the Company
may reasonably request to accomplish the transfer or forfeiture of any
unvested Shares that are forfeited hereunder.
6. RETENTION OF CERTIFICATES. Any certificates representing unvested
Shares shall be held by the Company.
7. VESTING OF SHARES. Except as provided in Paragraph 6 hereof, the shares
acquired hereunder shall vest in accordance with the provisions of this
Paragraph 7, as follows: 1,036 Shares shall be vested as of the Grant
Date and an additional 1,035 Shares on the first anniversary of the
Grant Date.
8. DIVIDENDS, ETC.. The undersigned shall be entitled to (i) receive any
and all dividends or other distributions paid with respect to those
Shares of which he is the record owner on the record date for such
dividend or other distribution, and (ii) vote any Shares of which he is
the record owner on the record date for such vote; provided, however,
that any property (other than cash) distributed with respect to a share
of Stock (the "associated share") acquired hereunder, including without
limitation a distribution of Stock by reason of a stock dividend, stock
split or otherwise, or a distribution of other securities with respect
to an associated share, shall be subject to the restrictions of this
Agreement in the same manner and for so long as the associated share
remains subject to such restrictions, and shall be promptly forfeited
if and when the associated share is so forfeited; and further provided,
that the Company may require that any cash distribution with respect to
the Shares other than a normal cash dividend be placed in escrow or
otherwise made subject to such restrictions as the Company deems
appropriate to carry out the intent of this Agreement. References in
this Agreement to the Shares shall refer, mutatis mutandis, to any such
restricted amounts.
9. SALE OF VESTED SHARES. The undersigned understands that he will be free
to sell any Share once it has vested.
Very truly yours,
/S/ XXXXXXX X. XXXX, XX.
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Xxxxxxx X. Xxxx, Xx.
Dated: January 2, 2009
The foregoing Restricted Stock
Award Agreement is hereby accepted:
EMCOR GROUP, INC.
By /S/ XXXXXXX X. XXXXXXXX
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Xxxxxxx X. Xxxxxxxx
