Exhibit 10.1
CHANGE IN CONTROL
AGREEMENT
This Agreement, dated October 16,
2009, is entered into by and between CECO Environmental Corp. (the
“Company”), and Dennis W. Blazer
(“Executive”). For good and valuable consideration, the
sufficiency of which is hereby acknowledged, the Company and the
Executive agree as follows:
1.
Definitions.
(a) “ Cause ”
shall mean:
(i) negligence, fraud, dishonesty or
misconduct by Executive in the performance of his
duties;
(ii) intoxication with alcohol or
drugs while on the premises of the Company or any of its
subsidiaries or any customer or potential customer to the extent
that in the reasonable judgment of management, Executive is abusive
or his ability to perform his duties and responsibilities is
impaired;
(iii) conviction of a felony or any
misdemeanor involving dishonesty, theft, the failure to tell the
truth, other unethical behavior, racial prejudice, drugs, alcohol,
sexual misconduct or any other crime likely to result in public
disparagement with respect to the Company or its
subsidiaries;
(iv) intentional misappropriation of
property belonging to the Company or any of its
subsidiaries;
(v) illegal business practices in
connection with the Company or any of its subsidiaries’
businesses which could have a material adverse effect on the
Company or any of its subsidiaries’ business or financial
position or reputation;
(vi) excessive absence of Executive
from his employment during usual business hours for reasons other
than vacation, disability or sickness after written notice thereof
is delivered to Executive describing the nature of such excess
absences and affording Executive one more opportunity to avoid
excess absences;
(vii) failure of Executive to obey
directions of the Board of Directors of CECO or the chief executive
officer of the Company, provided that Executive has been given
written notice of such directions; or
(viii) the breach by Executive of
any confidentiality agreement between Executive and the
Company.
(b) “ Change in Control
” shall mean the occurrence of any of the following:
(i) any “person”, as the term is used in
Section 3 of the Securities Exchange Act of 1934, as amended
(“Exchange Act”) (other than a Company employee benefit
plan) is or becomes the “beneficial owner” as defined
in Rule 16a-1 under the Exchange Act, directly or indirectly, of
securities of the Company representing
50% or more of the Company’s outstanding
securities ordinarily having the right to vote in the election of
directors; (ii) individuals who constitute the Board (the
“Incumbent Board”), cease for any reason to constitute
at least a majority thereof in any twelve month period, provided
that any person becoming a director subsequent to the date hereof
whose election was approved by a vote of at least three-quarters of
the directors comprising the Incumbent Board shall be for purposes
of this clause (ii) considered as though he or she were a
member of the Incumbent Board; or (iii) a sale of
substantially all of the Company’s assets, a liquidation or
dissolution of the Company or a similar transaction.
(c) “ Date of
Termination ” shall mean the date the Executive’s
employment is terminated.
(d) “ Disability
” shall have the meaning in the Company’s long term
disability plan.
(e) “ Good Reason
” shall mean: (i) the relocation of the location of
Executive’s regular work place to a location more than 35
miles from its current location in Cincinnati, Ohio (excluding
travel in the course of performing Executive’s duties),
(ii) demotion of the Executive to a position with materially
diminished authority, duties or responsibilities without the mutual
agreement of the Company and the Executive, and (iii) the
material reduction of Executive’s Base Salary below
$260,000.
2. Termination. If
during the period beginning on the date of the Change of Control
and continuing one (1) year thereafter, the Company shall
terminate the Executive’s employment other than for Cause,
death or Disability, or the Executive shall terminate employment
for Good Reason, then:
(a) The Company shall: (i) pay
the Executive any base compensation due to the Executive through
the Date of Termination, at the rate in effect immediately prior to
the termination; (ii) continue to pay to the Executive the
Executive’s base salary or compensation, at the rate in
effect immediately prior to the Date of Termination, over a
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