EXHIBIT 10(H)(H-2)
STOCK OPTION AGREEMENT
UNDER 2007 INCENTIVE PLAN
THIS AGREEMENT dated as of the 13th day of December, 2007 by and
between EMCOR GROUP, INC., a Delaware corporation (the "Corporation"), and Jerry
E. Ryan ("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
hereof, a non-qualified stock option to purchase shares ("Shares") of Common
Stock of the Corporation, $.01 par value, under the Corporation's 2007 Incentive
Plan (the "Plan") and 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 under the Plan a non-qualified stock option
(the "Option") to purchase 10,000 Shares, at an exercise price per Share of
$25.40. Prior to the expiration date of the Option, all or any part of the
Shares subject to the Option may be purchased on or after the date hereof, at
any time or from time to time, regardless of the Grantee's cessation or
termination of service as a director of the Corporation for any reason. In the
event of the Grantee's death at any time prior to the expiration date of the
Option and before it is exercised in full, the executors, administrators,
legatees or distributees of the Grantee's estate shall have the privilege of
exercising any unexercised portion of the Option prior to the expiration date of
the Option. Unless sooner exercised in full, the Option shall expire eight years
from the date hereof.
2. (a) The exercise date of the Option, or any portion thereof, shall
be the date a notice of exercise with respect thereto is received by the
Corporation, together with provision for payment of the full purchase price in
accordance with this Section. The purchase price for
the Shares as to which an Option is exercised shall be paid to the Corporation,
at the election of the Committee (as that term is defined in the Plan), pursuant
to one or more of the following methods: (i) in cash or its equivalent (e.g., by
check); (ii) in Shares having a Fair Market Value (as that term is defined in
the Plan) equal to the aggregate exercise price for the Shares being purchased;
PROVIDED, that such Shares have been held by the Grantee for no less than six
months (or such other period as established from time to time by the Committee
in order to avoid adverse accounting treatment applying generally accepted
accounting principles); (iii) partly in cash and partly in Shares; or (iv) if
there is a public market for the Shares at such time, through the delivery of
irrevocable instructions to a broker to sell the Shares obtained upon the
exercise of the Option and to deliver promptly to the Corporation an amount out
of the proceeds of such sale equal to the aggregate exercise price for the
Shares being purchased. No Grantee shall have any rights to dividends or other
rights of a stockholder with respect to Shares subject to the Option until the
Grantee has given written notice of exercise of the Option, paid in full for
such Shares, and, if applicable, has satisfied any other conditions imposed by
the Committee.
(b) Within a reasonable time after the exercise of the Option,
the Corporation shall cause to be delivered to the person entitled thereto or
his designee a certificate for the Shares (or other appropriate evidence
thereof) purchased pursuant to the exercise of the Option.
(c) 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.
3. The Option and all other rights hereunder and under the Plan are not
transferable or assignable by the Grantee otherwise than by will or the laws of
descent and distribution. The Option may be exercised or surrendered, in whole
or in part, during the Grantee's lifetime only by the Grantee or his guardian or
legal representative.
4. (a) In the event of any change in the outstanding Shares by reason
of any stock dividend or split, reorganization, recapitalization, merger,
consolidation, spin-off, combination, combination or transaction or exchange of
shares or other corporate exchange, or any distribution to shareholders of
shares other than regular cash dividends or any transaction similar to the
foregoing, the Committee, in its sole discretion and without liability to any
person, shall make such substitution or adjustment, as and in the manner and to
the extent it deems to be equitable or appropriate, as to (i) the number or kind
of shares or other securities issuable pursuant hereto; (ii) the per Share
exercise price and/or (iii) any other terms that the Committee determines to be
affected by the event.
(b) In the event of a Change in Control (as that term is
defined in the Plan), the Committee may, but shall not be obligated to, (i)
cancel the Option for fair value (as determined in the sole discretion of the
Committee) which may equal the excess, if any, of value of the consideration to
be paid in the Change in Control transaction to holders of the same number of
Shares that remain subject to the Option (or, if no consideration is paid in any
such transaction, the Fair Market Value of the Shares that remain subject to the
Option) over the aggregate exercise price for the Shares that remain subject to
the Option or (ii) provide for the issuance of substitute options that will
substantially preserve the otherwise applicable terms of the Option as
determined by the Committee in its sole discretion or (iii) provide that upon
the occurrence of the Change in Control, the Option shall terminate and be of no
further force and effect.
5. 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 are then listed and/or
(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 issued
pursuant to the grant or exercise of the Option and/or may issue stop transfer
orders in respect thereof.
6. If the Corporation 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 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, promptly when requested by the Corporation, sufficient funds to
meet the requirements of such withholding, if any, and the Corporation 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 out of any funds or property
due or to become due to the holder of such Option.
7. Nothing contained herein shall be construed to confer on the Grantee
any right to be continued as a director of the Corporation or derogate from any
right of the Corporation or its stockholders to decline to nominate the Grantee
for election as a director, to elect Grantee as a director or, subject to the
provisions of the bylaws of the Corporation and applicable law, to remove
Grantee as a director, with or without cause.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
EMCOR GROUP, INC.
By:
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Jerry E. Ryan, Grantee