exv10w4









Exhibit 10.4




ASSIGNMENT AND ASSUMPTION AGREEMENT




     This ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is made as of August 15, 2008, by
and between PEERLESS MFG. CO., a Texas corporation (“Assignor”) and PMFG, INC., a Delaware
corporation (“Assignee”).



RECITALS




     Pursuant to the Agreement and Plan of Merger dated January 10, 2008, among Assignor, Assignee,
and PMFG Merger Sub, Inc. (the “Merger Agreement”), Assignor will create a new holding company
structure by merging Assignor with and into PMFG Merger Sub, Inc. with Assignor being the surviving
corporation and converting each share of the capital stock of Assignor into two shares of the
capital stock of Assignee (the “Merger”). In connection with the Merger, Assignor has agreed to
assign to Assignee, and Assignee has agreed to assume from Assignor, certain of Assignor’s stock
and incentive plans and other arrangements (collectively, the “Assumed Agreements”) as further
specified herein.



AGREEMENT




     NOW, THEREFORE, in consideration of the covenants and agreements set forth herein, the receipt
and sufficiency of which is acknowledged by the parties hereto, the parties intending to be legally
bound, agree as follows:



     1. Defined Terms. Capitalized terms used in this Agreement and not otherwise defined shall
have the respective meanings assigned to them in the Merger Agreement.



     2. Assignment. Effective at the Effective Time, Assignor hereby assigns to Assignee all of
its rights and obligations under the Assumed Agreements listed on Exhibit A hereto.



     3. Assumption. Effective at the Effective Time, Assignee hereby assumes all of the rights and
obligations of Assignor under the Assumed Agreements, and agrees to abide by and perform all terms,
covenants and conditions of Assignor under such Assumed Agreements. In consideration of the
assumption by Assignee of all of the rights and obligations of Assignor under the Assumed
Agreements, Assignor agrees to pay (i) all expenses incurred by Assignee in connection with the
assumption of the Assumed Agreements pursuant to this Agreement and (ii) all expenses incurred by
Assignee in connection with the registration on Form S-8 of shares of common stock of Assignee to
the extent required in connection with the Assumed Agreements, including, without limitation,
registration fees, if any, imposed by the Securities and Exchange Commission.



     4. Further Assurances. Subject to the terms of this Agreement, the parties hereto shall take
all reasonable and lawful action as may be necessary or appropriate to cause the intent
of this Agreement to be carried out, including, without limitation, entering into amendments
to the Assumed Agreements and notifying other parties thereto of such assignment and assumption.



 









 





     5. Successors and Assigns. This Agreement shall be binding upon Assignor and Assignee, and
their respective successors and assigns. The terms and conditions of this Agreement shall survive
the consummation of the transfers provided for herein.



     6. Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware, without giving effect to conflicts of law principles.



     7. Entire Agreement. This Agreement, including Exhibit A attached hereto, together
with the Merger Agreement, constitute the entire agreement and supersede all other agreements and
undertakings, both written and oral, among the parties, or any of them, with respect to the subject
matter hereof. This Agreement may not be modified or amended except by a writing executed by the
parties hereto.



     8. Severability. The provisions of this Agreement are severable, and in the event any
provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability
shall not in any way affect the validity or enforceability of the remaining provisions hereof.



     9. Third Party Beneficiaries. The parties to the Assumed Agreements, including, without
limitation, the parties to the various stock option or similar agreements entered into pursuant to
the Assumed Agreements who are granted options or other rights to receive securities thereunder,
are intended to be third party beneficiaries to this Agreement.



     10. Counterparts. This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original.



[Signature Page Follows]




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     This Assignment and Assumption Agreement is signed as of the date first written above.



	 	 	 	 	 
	 	Assignor



PEERLESS MFG. CO.

 	 
	 	By:  	/s/ Peter Burlage
 	 
	 	 	Peter Burlage 	 
	 	 	President and Chief Executive Officer 	 
	 
	 	Assignee



PMFG, INC.

 	 
	 	By:  	/s/ Peter Burlage
 	 
	 	 	Peter Burlage 	 
	 	 	President and Chief Executive Officer 	 



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EXHIBIT A




Assumed Agreements




Option Plans and Stock Incentive Plans





	1.	 	1995 Stock Option and Restricted Stock Plan for Employees of Peerless Mfg. Co.
	 
	2.	 	2001 Stock Option and Restricted Stock Plan for Employees of Peerless Mfg. Co.
	 
	3.	 	PMFG, Inc. 2007 Stock Incentive Plan





Other Plans and Arrangements





	1.	 	Amended and Restated Employment Agreement, dated March 21, 2007, between Peerless Mfg.
Co. and Peter Burlage
	 
	2.	 	Employment Agreement, dated May 22, 2008, between Peerless Mfg. Co. and Robert M. Sherman
	 
	3.	 	Employment Agreement, dated October 10, 2006, between Peerless Mfg. Co. and David Taylor
	 
	4.	 	Employment Agreement, dated January 11, 2006, between Peerless Mfg. Co. and Sean
McMenamin