CECO Environmental Corp. (NASDAQ:CECE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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CECO Environmental Corp. (NASDAQ:CECE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02.

Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On December6, 2016, CECO Environmental Corp. (the Company)
announced that its Board of Directors has appointed Matthew Eckl
as its Chief Financial Officer, effective January9, 2017. Edward
Prajzner, who currently serves as the Companys Chief Financial
Officer, will continue to serve as Chief Financial Officer until
January9, 2017 and will then transition into a new role with the
Company as Executive Vice President of Corporate Development.

Mr.Eckl, age 36, previously served as the Vice President, Finance
Energy Group at Gardner Denver, Inc. from 2012 until January
2017. In this role, he oversaw a $1billion revenue business group
that designs, manufactures, markets and services pumps, fluid
transfer equipment and engineered systems for oil gas and
petrochemical industries. Prior to joining Gardner Denver,
Mr.Eckl served at various roles of increasing responsibility
within General Electric Company, a global digital industrial
company, from 2002 until 2012, where he worked with various
business groups to integrate new acquisitions and streamline
financial reporting processes.

As of January9, 2017, the Company will enter into a new
employment agreement (the Employment Agreement) with Mr.Eckl. The
material terms of the Employment Agreement are summarized below:

For 2017, Mr.Eckls annual base salary will be $300,000 and
for 2018, his annual base salary will be $335,000. After
2018, his annual base salary will be reviewed by the Company
at least annually for any increase.
For 2017, Mr.Eckls target annual bonus opportunity will equal
50% of his annual base salary and for 2018, his target annual
bonus opportunity will equal 55% of his annual base salary.
After 2018, the Compensation Committee of the Board of
Directors of the Company (the Compensation Committee) will
review and approve Mr.Eckls target annual bonus opportunity.
Mr.Eckl will be entitled to receive a one-time bonus of
$65,000 (less any annual bonus amount he receives from his
prior employer with respect to 2016), which will be paid to
him by February28, 2017.
Subject to approval by the Compensation Committee, in or
about January 2017, Mr.Eckl will be granted an award of
15,000 restricted stock units (RSUs) and in or about January
2018, he will be granted an award of 20,000 RSUs. Such RSUs
will be granted in accordance with the applicable award
agreements and incentive compensation plan and will vest in
five equal installments on each of the first five anniversary
dates of the effective dates of such awards, subject to
Mr.Eckls continued employment through each such anniversary
date.
Subject to approval by the Compensation Committee, in or
about January 2017, Mr.Eckl will be granted 11,000 RSUs. Such
RSUs will be granted in accordance with the applicable award
agreement and incentive compensation plan and will vest on
the second anniversary date of the effective date of such
award, subject to Mr.Eckls continued employment through such
anniversary date.
Mr.Eckl will receive a monthly car allowance of $1,000. He
will also be eligible to participate in the employee benefit
plans, programs and policies for senior executives of the
Company.

In the event that Mr.Eckls employment is terminated by the
Company without cause (as defined in the Employment
Agreement) or by Mr.Eckl for good reason (as defined in the
Employment Agreement), he will be entitled to receive (in
addition to certain accrued compensation and other
benefits), subject to his execution of a release: (1)a lump
sum cash amount equal to his annual base salary; (2)a lump
sum cash amount equal to the pro rata portion of the annual
bonus he would have earned had he remained employed through
the end of the fiscal year in which such termination
occurs; and (3)a lump sum cash amount equal to the product
of 12, multiplied by the monthly COBRA premium for health,
dental and vision benefits in effect for Mr.Eckl, his
spouse and his dependents. In the event of a change in
control (as defined in the Employment Agreement) of the
Company, if Mr.Eckl is not offered employment with the
successor entity or purchaser as chief financial officer
with a compensation package equal to or better than the
combination of his annual base salary and

annual bonus opportunity as in effect immediately prior to
such change in control, then Mr.Eckl will resign as of the
date of such change in control (or agree to resign as of
the end of a reasonable transition period) and, subject to
his execution of a release, in lieu of the amount described
in (1)above, he will be entitled to receive a lump sum cash
amount equal to the sum of his annual base salary plus his
annual bonus (equal to the same percentage of his annual
base salary as the annual bonus, if any, that he received
for the prior fiscal year).

Immediately prior to the closing of a change in control, any
unvested RSUs held by Mr.Eckl will immediately vest.
Mr.Eckl is subject to a one-year post-employment
non-competition obligation and indefinite non-solicitation
and confidentiality obligations. The Employment Agreement
also includes a customary indemnification provision.


About CECO Environmental Corp. (NASDAQ:CECE)

CECO Environmental Corp. is a provider of engineered technologies to the environmental, energy, and fluid handling and filtration industrial segments. The Company focuses on engineering, designing, building and installing systems that capture, clean and destroy airborne contaminants from industrial facilities, as well as equipment that controls emissions from such facilities, and fluid handling and filtration systems. It operates through three segments: Environmental, which produces various types of product recovery and air pollution control technologies; Energy, which produces customized solutions for the power and petrochemical industry, and Fluid Handling and Filtration, which produces pump, filtration and fume exhaust solutions. It offers products and services, such as dampers and diverters, cyclonic technology, thermal oxidizers, filtration systems, scrubbers, fluid handling equipment, and plant engineering services and engineered design build fabrication.

CECO Environmental Corp. (NASDAQ:CECE) Recent Trading Information

CECO Environmental Corp. (NASDAQ:CECE) closed its last trading session up +0.31 at 14.16 with 267,864 shares trading hands.