exv10w3



 





Exhibit 10.3




PEERLESS MFG. CO.

2007 STOCK INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

FOR EMPLOYEES




     THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of ___, 20___is
entered into between PEERLESS MFG. CO., a Texas corporation (the “Company”), and
___(“Grantee”). Capitalized terms used herein but not defined shall have the
meanings assigned to those terms in the Peerless Mfg. Co. 2007 Stock Incentive Plan (the “Plan”).



W I T N E S S E T H:




     A. Grantee is, or will become within 90 days of the Date of Grant (as defined below), an
employee of the Company or a Subsidiary and has been designated a Participant under the Plan; and



     B. Pursuant to the terms of the Plan, on ___, 20___(“Date of Grant”), Grantee was
granted shares (“Restricted Stock”) of the Company’s common stock, par value $1.00 per share
(“Common Shares”);



     NOW, THEREFORE, in consideration of these premises and the covenants and agreements set forth
in this Agreement, the Company and Grantee agree as follows:



     1. Grant of Restricted Stock. The Company hereby grants to Grantee, effective as of
the Date of Grant, ___shares of Restricted Stock. Certificates evidencing shares of
Restricted Stock, and any certificates for Common Shares issued as dividends on, in exchange of, or
as replacements for, certificates evidencing shares of Restricted Stock, shall bear legends
referring to the restrictions set forth herein and any other restrictive legends as the Company
(upon advice of counsel) may deem necessary or advisable. Until such time as all restrictions have
lapsed and the shares of Restricted Stock have become nonforfeitable, the Company shall retain the
certificates evidencing the same.



     2. Restrictions on Transfer. The shares of Restricted Stock may not be transferred,
sold, pledged, exchanged, assigned or otherwise encumbered or disposed of by Grantee unless and
until they have become nonrestricted and nonforfeitable in accordance with Section 3 hereof;
provided, however, that Grantee’s interest in the shares of Restricted Stock may be
transferred by will or the laws of descent and distribution. Any purported transfer, encumbrance
or other disposition of the shares of Restricted Stock that is in violation of this Section 2 shall
be null and void, and the other party to any such purported transaction shall not obtain any rights
to or interest in the shares of Restricted Stock. The shares of Restricted Stock granted hereunder
shall be deemed to be subject to a substantial risk of forfeiture within the meaning of Section 83
of the Internal Revenue Code of 1986, as amended from time to time.



 









 





     3. Lapse of Restrictions.




     (a) The shares of Restricted Stock shall become nonrestricted and nonforfeitable to the
extent of ___% of the shares of Restricted Stock on each of the first ___anniversaries of
the Date of Grant, unless earlier forfeited in accordance with Section 4[; provided,
however, that if the Board determines that Grantee has satisfied the management
objectives established by the Board and attached as Appendix A hereto as of the ___
anniversary of the Date of Grant, the shares of Restricted Stock shall become fully vested
and exercisable on the ___anniversary of the Date of Grant].




     (b) Notwithstanding the provisions of Section 3(a) above, all shares of Restricted
Stock shall become immediately nonrestricted and nonforfeitable upon the occurrence of a
Change of Control, as defined in the Plan.




     (c) Notwithstanding the provisions of Section 3(a) above, all shares of Restricted
Stock shall become immediately nonrestricted and nonforfeitable if Grantee’s employment with
the Company or a Subsidiary ceases because Grantee becomes permanently disabled (as
determined by the Board) or dies.



     4. Forfeiture of Restricted Stock.




     (a) Any of the shares of Restricted Stock that remain forfeitable in accordance with
Section 3 hereof shall be forfeited if Grantee ceases for any reason to be employed by the
Company or a Subsidiary at any time prior to the Restricted Stock becoming nonforfeitable in
accordance with Section 3 hereof, unless the Board determines to provide otherwise at the
time of the cessation of Grantee’s employment. For the purposes of this Agreement, the
Grantee’s employment with the Company or a Subsidiary shall not be deemed to have been
interrupted, and Grantee shall not be deemed to have ceased to be an employee of the Company
or a Subsidiary, by reason of (i) the transfer of Grantee’s employment among the Company and
its Subsidiaries, (ii) an approved leave of absence of not more than 90 days, or (iii) the
period of any leave of absence required to be granted by the Company under any law, rule,
regulation or contract applicable to Grantee’s employment with the Company or any
Subsidiary.




     (b) In the event of a forfeiture, the certificate(s) representing shares of Restricted
Stock that have been forfeited shall be cancelled.



     5. Dividend, Voting and Other Rights. Grantee shall have all of the rights of a
shareholder with respect to the shares of Restricted Stock, including the right to vote the shares
of Restricted Stock and receive any cash dividends that may be paid thereon; provided,
however, that any non-cash dividend or other distribution, including any additional Common
Shares that Grantee may become entitled to receive pursuant to a share dividend or other securities
as a result of a merger or reorganization in which the Company is the surviving corporation or any
other change in the capital structure of the Company shall be subject to the same restrictions as
the shares of Restricted Stock and otherwise pursuant to the terms of this Agreement.



     6. Communications. All notices, demands and other communications required or
permitted hereunder or designated to be given with respect to the rights or interests covered by



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this Agreement shall be deemed to have been properly given or delivered when delivered
personally or sent by certified or registered mail, return receipt requested, U.S. mail or
reputable overnight carrier, with full postage prepaid and addressed to the parties as follows:



	 	 	 	 	 
	 

	 	If to the Company, at:
	 	the Company’s principal executive office, addressed to the
attention of the Secretary
	 
	 	 	 	 
	 

	 	If to Grantee, at:
	 	Grantee’s address provided by Grantee on the last page hereof





Either the Company or Grantee may change the above designated address by written notice to the
other specifying such new address.




     7. Interpretation. The interpretation and construction of this Agreement by the Board
shall be final and conclusive. No member of the Board shall be liable for any such action or
determination made in good faith.



     8. Amendments. The Plan or this Agreement may be amended, suspended or terminated in
accordance with the applicable provisions of the Plan.



     9. Integration. The shares of Restricted Stock are granted pursuant to the Plan.
Notwithstanding anything in this Agreement to the contrary, this Agreement is subject to all of the
terms and conditions of the Plan, a copy of which has been made available to Grantee and is
available upon request to the Secretary at the address specified in Section 6 hereof and which is
incorporated herein by reference. As such, this Agreement and the Plan embody the entire agreement
and understanding of the Company and Grantee and supersede any prior understandings or agreements,
whether written or oral, with respect to the shares of Restricted Stock.



     10. Severance. In the event that one or more of the provisions of this Agreement
shall be invalidated for any reason by a court of competent jurisdiction, any provision so
invalidated shall be deemed to be separable from the other provisions hereof and the remaining
provisions hereof shall continue to be valid and fully enforceable.



     11. Governing Law. This Agreement is made under, and shall be construed in accordance
with, the laws of the State of Texas, without regard to conflict of laws principles thereof.



     12. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one and the same
instrument.



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     IN WITNESS WHEREOF, this Agreement is executed by a duly authorized representative of the
Company on the day and year first above written.



	 	 	 	 	 
	 	 	PEERLESS MFG. CO.
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 




The undersigned Grantee acknowledges receipt of an executed original of this Agreement and accepts
the shares of Restricted Stock subject to the applicable terms and conditions of the Plan and the
terms and conditions hereinabove set forth.




	 	 	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

Grantee
	 	 






GRANTEE: Please complete/update the following information.




	 	 	 	 	 
	Name:

	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Home Address:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Social Security Number: