Form of Restricted Stock Award Agreement



 EXHIBIT 10(n)(n) 

Form of June 1, 2011 
 Restricted Stock Unit Award Agreement Under the Director Award Program 
 EMCOR GROUP, INC.

 301 Merritt Seven 
 Norwalk,
Connecticut 06851-1092 
 Agreement made this 1st day of June, 2011, between EMCOR GROUP, INC., a Delaware
corporation (the “Company”) and [Name] (the “Participant”). 
  

	1.	 Restricted Stock Unit Award. 


 The Participant is hereby awarded, pursuant to the Company’s 2010 Incentive Plan (the “Plan”) and the Director Award Program established under the Plan (the “Program”), and
subject to their terms, a Restricted Stock Unit (“RSU”) award (the “Program Award”) giving the Participant the conditional right to receive, without payment but subject to the conditions and limitations set forth in this
Agreement, the Program and the Plan, 9,721 Shares. Except as otherwise expressly provided, all terms used herein shall have the same meaning as in the Program and the Plan. 

 

	2.	 Vesting. 


 This Program Award shall vest at the time that is immediately prior to the earliest to occur of the following: (A) the first (1st) anniversary of the effective date of this Agreement; (B) the annual meeting (if any) of shareholders that
occurs in the calendar year following the calendar year of the effective date of this Agreement; (C) the death of the Participant while serving on the Board; (D) the resignation of the Participant from the Board for reasons of permanent
disability (as determined by the Committee). 
 Upon any termination of a Participant’s services with the
Board, all RSUs then held by the Participant that have not previously vested (determined after taking into account the previous paragraph) shall be immediately forfeited. 

 

	3.	 Delivery of Shares. 


 Subject to Section 4 below, the Company shall effect delivery of the Shares with respect to this Program Award to the Participant (or, in the event of the Participant’s death, to the person to
whom the Program Award has passed by will or the laws of descent and distribution) on June 1, 20    . No Shares will be issued pursuant to this Program Award unless and until all legal requirements applicable to the issuance
or transfer of such Shares have been complied with to the satisfaction of the Committee. 
  

	4.	 Dividends; Other Rights. 


 The Program Award shall not be interpreted to bestow upon the Participant any equity interest or ownership in the Company or any Affiliate prior to the date on which the Company








 
delivers Shares to the Participant. The Participant is not entitled to vote any Shares by reason of the granting of this Program Award or to receive or be credited with any dividends declared and
payable on any Share prior to the delivery of such Shares. 
  

	5.	 Certain Tax Matters. 


 The Participant expressly acknowledges that because this Program Award consists of an unfunded and unsecured conditional promise by the Company to deliver Shares in the future, subject to the terms
hereof, it is not possible to make a so-called “83(b) election” with respect to the Program Award. By accepting this Program Award, the Participant agrees to be responsible for all taxes (including any withholding taxes) to which he may be
subject by reason of the vesting of or payment under the Program Award. 
  

	6.	 Nontransferability. 


 Neither this Program Award nor any rights with respect thereto may be sold, assigned, transferred (other than by will or the laws of descent and distribution), pledged or otherwise encumbered, except as
the Committee may otherwise determine. 
  

	7.	 Effect on Right to Be Continued as a Director. 



This Program Award shall not confer upon the Participant any right to be continued as a director of the Company or
derogate from any right of the Company or its stockholders to decline to nominate the Participant for election as a director, to decline to elect Participant as a director, or, subject to the provisions of the bylaws of the Company and applicable
law, to remove Participant as a director, with or without cause. 
  

	8.	 Amendments. 


 No amendment of any provision of this Agreement shall be valid unless the same shall be in writing. 
  

	9.	 Governing Law. 


 This Agreement shall be governed and construed by and determined in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. 

  
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 The Company, by its duly authorized officer, and the Participant have
executed this Agreement as of the date first set forth above. 
  

			
	 EMCOR GROUP, INC.

		
	 By:
	 	  

		
	 Title:
	 	  



  

			
	 Agreed and Accepted:

		
	 By
	 	  

		 	 [Participant’s Name]



  
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