lmi8k080107ex102.htm


     

    Exhibit
      10.2


    
      Restricted
        Stock Agreement

    

    
      Fair
        value per share on
Grant
        Date
        -- $23.07

    

    
      


       

      THE
        RESTRICTED SHARES AWARDED
        UNDER THIS RESTRICTED STOCK AWARD AGREEMENT

    

    
      ARE
        SUBJECT TO A SUBSTANTIAL
        RISK OF FORFEITURE UNTIL VESTED.

    

    
      


       

      LMI
        AEROSPACE,
        INC.

    

    
      RESTRICTED
        STOCK AWARD
        AGREEMENT

    

    
      TO:            Ryan
        P. Bogan

    

    
       

      For
        the purposes set forth in
        the LMI Aerospace, Inc. ("Company") 2005 Long-Term Incentive Plan, as the
        same
        may be amended from time to time (the "Plan"), you have been awarded by the
        Committee Twenty One Thousand Six Hundred Seventy-Three (21,673) shares
        of the common stock of
        the Company, $0.02 par value per share (the "Restricted Shares"), which award
        (the "Award") is subject to and conditioned upon your acceptance of this
        Restricted Stock Award Agreement (the "Agreement").

    

    
      


    

    
      The
        terms
        of the Award are as set forth in this Agreement and in the Plan. The Plan
        is
        incorporated into this Agreement by reference, which means that this Agreement
        is limited by and subject to the express terms and provisions of the Plan.
        In
        the event of a conflict between the terms of this Agreement and the terms
        of the
        Plan, the terms of the Plan shall control. Capitalized terms that are not
        defined in this Agreement have the meanings given to them in the Plan. The
        more
        salient terms of the Award are summarized as follows:

    

    
      


    

    
      1.      Grant
        Date:                           July
        31,
        2007

    

    
      


    

    
      2.      Number
        of Restricted
        Shares Subject to this Award:                    21,673

    

    
      


    

    
      3.      Restricted
        Period.  Restricted
        Shares
        awarded hereunder shall vest based upon the following
        schedule:

    

    
      


    

    
      	
              Anniversary

            	
              Percentage
                of

              Restricted
                Shares for

              which
                restrictions

              will
                lapse

            	
              Aggregate
                Percentage of

              Restricted
                Shares for which

              restrictions
                shall have lapsed

            
	
              First
                Anniversary

            	
              6.67%

            	
              6.67%

            
	
              Second

              Anniversary

            	
              13.34%

            	
              20.01%

            
	
              Third
                Anniversary

            	
              20.01%

            	
              40.02%

            
	
              Fourth

              Anniversary

            	
              26.68%

            	
              66.70%

            
	
              Fifth
                Anniversary

            	
              33.30%

            	
              100.00%

            


    

    
      


    

    
      provided,
        however, that
        notwithstanding the foregoing, the "Restricted Period" (as defined below)
        shall
        earlier lapse and such Restricted Shares shall vest and become unrestricted
        upon
        your death or Permanent Disability. As used herein, the term "Restricted
        Period"
        means the first to occur of: (a) your death; (b) your Permanent Disability;
        or
        (c) the expiration of the aforementioned Restricted Period expiration dates.
        During the Restricted Period, the Restricted Shares awarded to you pursuant
        to
        this Agreement shall not be sold, assigned, transferred or otherwise disposed
        of, or mortgaged, pledged or otherwise encumbered except as provided in this
        Agreement or in the Plan.

    

    
       

      4.      Termination.  All
        Restricted
        Shares granted under this Agreement shall terminate upon the termination
        of your
        status as an Employee of the Company and its Affiliates at any time during
        the
        Restricted Period for any reason other than your death or Permanent
        Disability.

    

    
       

      5.      Rights
        as a
        Stockholder.  Restricted
        Shares, when issued, will be represented by a stock certificate or certificates
        registered in your name. If requested by the Company, such certificate shall
        bear a legend in substantially the following form:

    

    
      


    

    
      "The
        shares represented by this certificate are subject to the terms and conditions
        (including forfeiture and restrictions against transfer) contained in the
        LMI
        Aerospace, Inc. 2005 Long-Term Incentive Plan. A copy of such Plan is on
        file in
        the office of LMI Aerospace, Inc."

    

    
       

      You
        will deposit such
        certificates with the Company or its designee, together with stock powers
        or
        other instruments of assignment, each endorsed in blank, which will permit
        transfer to the Company of all or any portion of the Restricted Shares that
        shall have been forfeited. The Restricted Shares shall constitute issued
        and
        outstanding shares of Common Stock for all corporate purposes other than
        the
        right to receive and retain dividends or other distributions in respect of
        such
        shares ("Retained Distributions"). You will have the right to vote such
        Restricted Shares and to exercise all other rights, powers and privileges
        of a
        holder of Common Stock with respect to such shares, with the exception that
        (i)
        you will not be entitled to delivery of the stock certificate or certificates
        representing such Restricted Shares until the Restricted Period shall have
        expired and unless all other vesting requirements with respect thereto shall
        have been fulfilled; (ii) the Company will retain custody of the stock
        certificate or certificates representing the Restricted Stock during the
        Restricted Period; (iii) the Company will retain custody of all distributions
        made or declared in respect of the Restricted Shares (and such Retained
        Distributions will be subject to the same restrictions, terms and conditions
        as
        are applicable to the Restricted Shares until such time, if ever, as the
        Restricted Shares with respect to which such Retained Distributions shall
        have
        been made, paid or declared shall have become vested, and such Retained
        Distributions shall not bear interest or be segregated in separate accounts);
        (iv) you may not sell, assign, transfer or otherwise dispose of, or mortgage,
        pledge, or otherwise encumber any Restricted Shares or any Retained
        Distributions during the Restricted Period; and (v) a breach of any
        restrictions, terms or conditions provided in the Plan or established by
        the
        Committee with respect to any Restricted Shares or
        Retained
        Distributions will cause a forfeiture of such Restricted Shares and any Retained
        Distributions with respect
        thereto.

    

    
       

      6.      Termination
        of
        Restricted Period.  Upon
        the
        termination of the Restricted Period (whether by the expiration or earlier
        termination thereof as provided in paragraph 3) with respect to your Restricted
        Shares and the satisfaction of any other applicable restrictions, terms and
        conditions, all Restricted Shares issued to you and any Retained Distributions
        with respect to such Restricted Shares shall become vested and no longer
        subject
        to forfeiture. The Company shall promptly thereafter issue and deliver to
        you
        new stock certificates or instruments representing the Restricted Shares
        and
        other distributions registered in your name or, if deceased or disabled,
        your
        legatee, personal representative or distributee, which do not contain the
        legend
        set forth in Section 5 hereof.

    

    
       

      7.      Beneficiary
        Designation. You
        may designate a
        beneficiary for each outstanding grant of Restricted Shares in the event
        of your
        death. If no beneficiary is designated or the beneficiary does not survive
        you,
        the award shall be made to your surviving spouse, or, if there is none, to
        your
        estate.

    

    
       

      8.      Section
        83(b)
        Election.  
If
        you decide to
        file an election with the Internal Revenue Service to include the Fair Market
        Value of any of your Restricted Shares awarded hereunder in your gross income
        as
        of the date of this Award, you shall promptly furnish to the Company a copy
        of
        such election, together with the amount of any federal, state, local or other
        taxes required to be withheld, to enable the Company to claim an income tax
        deduction with respect to such election.

    

    
      


    

    
      9.      Taxes.

    

    
      


    

    
      (a)  Generally.
        You are ultimately
        liable and responsible for all taxes owed in connection with the Award,
        regardless of any action the Company or any of its subsidiaries takes with
        respect to any tax withholding obligations that arise in connection with
        the
        Award. Neither the Company nor any of its subsidiaries makes any representation
        or undertaking regarding the treatment of any tax withholding in connection
        with
        the grant or vesting of the Award or the subsequent sale of Shares after
        the
        Restricted Shares has vested. The Company and its subsidiaries do not commit
        and
        are under no obligation to structure the Award to reduce or eliminate your
        tax
        liability.

    

    
      


    

    
      (b)  Payment
        of Withholding Taxes.
        Unless you have filed a Section 83(b) election, the vesting of Restricted
        Shares
        will trigger a taxable event. Prior to the occurrence of vesting, you must
        arrange for the satisfaction of the minimum amount of such tax, whether federal,
        state or local, including any social security tax obligation ("Tax Withholding
        Obligation") in a manner acceptable to the Company.

    

    
      


    

    
      You
        may satisfy your Tax
        Withholding Obligation by:

    

    
      


    

    
      (i)  delivering
        of a certified
        check payable to the Company, c/o the Corporate Secretary, at the address
        specified in Section 12, or such other address as the Company may from time
        to
        time direct; or

    

    
      


    

    
      (ii)  electing
        in writing to have
        the Company retain that number of Shares having a Fair Market Value equal
        to the
        minimum amount required to be withheld (rounded downward to the nearest whole)
        determined on the applicable Vest Date; or

    

    
      


    

    
      (iii)         such
        other means as the
        Committee may permit;

    

    
      


    

    
      provided,
        however, that if
        you do not elect the means by which you will satisfy your Tax Withholding
        Obligation within five business days following the date upon which the
        Restricted Shares vest, the Company may satisfy this obligation by any means
        reasonable, including automatic deduction from your check (s) for
        compensation.

    

    
       

      10.           Registration.  The
        Company
        currently has an effective registration statement on file with the Securities
        and Exchange Commission with respect to your Restricted Shares. The Company
        intends to maintain this registration but has no obligation to do so. If
        the
        registration ceases to be effective, you will not be able to transfer or
        sell
        shares even after the restrictions lapse unless exemptions from registration
        under applicable securities laws are available. Such exemptions from
        registration are limited and might be unavailable. You agree that any resale
        by
        you of Shares shall comply in all respects with the requirements of all
        applicable securities laws, rules and regulations (including, without
        limitation, the provisions of the Securities Act, the Exchange Act and the
        respective rules and regulations promulgated thereunder) and any other law,
        rule
        or regulation applicable thereto, as such laws, rules and regulations may
        be
        amended from time to time. The Company shall not be obligated to either issue
        Restricted Shares or permit the resale of any shares following vesting, if
        such
        issuance or resale would violate any such
        requirements.

    

    
       

      11.           Limitation
        on Rights;
        No Right to Future Grants.  By
        entering into
        this Agreement and accepting the Award, you acknowledge that: (a) the Plan
        is
        discretionary and may be modified, suspended or terminated by the Board at
        any
        time as provided in the Plan; (b) the grant of the Award is a one-time benefit
        and does not create any contractual or other right to receive future grants
        of
        awards or benefits in lieu of awards; (c) all determinations with respect
        to any
        such future grants, including, but not limited to, the times when awards
        will be
        granted, the number of shares of Common Stock subject to each award, the
        award
        price, if any, and the time or times when each award will be settled, will
        be at
        the sole discretion of the Company; (d) your participation in the Plan is
        voluntary; (e) the Award is not part of normal or expected compensation for
        any
        purpose, including without limitation for calculating any benefits, severance,
        resignation, termination, redundancy, end of service payments, bonuses,
        long-term service awards, pension or retirement benefits or similar payments;
        (f) the future value of the common stock subject to the Award is unknown
        and
        cannot be predicted with certainty; and (g) neither the Plan, the Award nor
        the
        issuance of the Restricted Shares confers upon you any right to any relationship
        with the Company or any subsidiary other than as expressly provided hereby
        or
        thereby.

    

    
       

      12.           Execution
        of Award
        Agreement.  Please
        acknowledge your acceptance of the terms and conditions of the Award by signing
        the original of this Agreement and returning it to the Corporate Secretary
        of
        the Company at the principal corporate offices of the Company at 411 Fountain
        Lake Boulevard, St. Charles, Missouri 63301. If you do not sign and return
        this
        Agreement, the Company is not obligated to provide you any benefit hereunder
        and
        may refuse to issue Restricted Shares to you.

    

    
       

      13.           Governing
        Law.  The
        validity,
        construction, and effect of this Agreement and any rules and regulations
        relating to this Agreement, shall be determined in accordance with the internal
        laws, and not the law of conflicts, of the State of
        Missouri.

    

    
       

      14.           Rights
        and Remedies
        Cumulative.  All
        rights and
        remedies of the Company and you enumerated in this Agreement shall be cumulative
        and, except as expressly provided otherwise in this Agreement, none shall
        exclude any other rights or remedies allowed by law or in equity, and each
        of
        said rights or remedies may be exercised and enforced
        concurrently.

    

    
      


    

    
      15.           Headings.  Headings
        are
        given to the sections and subsections of this Agreement solely as a convenience
        to facilitate reference. Such headings shall not be deemed in any way material
        or relevant to the construction-or interpretation of this Agreement or any
        provision thereof.

    

    
       

      16.           Entire
        Agreement.  This
        Agreement
        and the Plan constitute the entire agreement between the Company and you
        in
        respect of the subject matter of this Agreement, and this Agreement supersedes
        all prior and contemporaneous agreements between the parties hereto in
        connection with the subject matter of this Agreement. No officer, employee
        or
        other servant or agent of the Company, and no servant or agent of you is
        authorized to make any representation, warranty or other promise not contained
        in this Agreement. No change, termination or attempted waiver of any of the
        provisions of this Agreement shall be binding upon any party hereto unless
        contained in a writing signed by the party to be
        charged.

    

    
       

      17.           Successors
        and
        Assigns.  At
        the option of
        the Company, the rights of the Company under this Agreement may be transferable
        to any one or more persons or entities, and all covenants and agreements
        hereunder so transferred shall inure to the benefit of, and be enforceable
        by,
        such transferees.

    

    
      


    

    
      	 	
              Very
                truly
                yours,

            
	 	 
	 	
              LMI
                AEROSPACE,
                INC.

            
	 	 
	 	 
	 	
              By:

            	 /s/
              Lawrence E. Dickinson
	 	
              Name:

            	
              Lawrence
                E. Dickinson

            
	 	
              Title:

            	
              Chief
                Financial Officer
                and Secretary

            
	 	
              Facsimile:

            	
              (636)
                949-1576

            


    

    
      


    

    
      


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      ACCEPTANCE
        AND
        ACKNOWLEDGMENT

    

    
      


       

      I,
        a resident of __________________
        (state,
        or
        country if other than U.S.), accept and agree to the terms of the Award described
        in this
        Agreement and in the Plan, acknowledge receipt of a copy of this Agreement,
        the
        Plan and the
        applicable Plan Summary, and acknowledge that I have read them carefully
        and
        that I fully understand their contents.

    

    
      


    

    
      


    

    
      	
              
                Dated:

              

            
	 	 


    

    
      


    

    
      


    

    
      	 	 	 
	
              Taxpayer
                I.D.
                Number

            	
              Participant

            
	 	 
	 	
              Address:

            
	 	 
	 	 
	 	 
	 	
              Facsimile
                No.: