CECE CECO Environmental Corporation

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 3, 2023, the Board of Directors of CECO Environmental Corp. (the “Company”) approved an amendment and restatement of the Company’s Executive Change in Control and Severance Plan (the “Plan”). As previously disclosed, the Plan provides for certain payments and other benefits to participating employees, including the Company’s named executive officers, in the event of certain qualifying terminations of employment.

The amendment and restatement of the Plan adds as a qualifying termination for certain participants, including the named executive officers, a termination for Good Reason (as defined in the Plan) not in connection with a Change in Control (as defined in the Plan). “Good Reason” is defined in the Plan generally to include certain material diminutions of the participant’s duties, authorities or responsibilities; certain material reductions in the participant’s base salary or incentive opportunity (other than certain generally applicable reductions); certain relocations of the participant’s primary workplace; and certain material breaches of the Plan by the Company. “Change in Control” is defined for purposes of the Plan generally to include any person becoming the beneficial owner of 50% or more of the Company’s outstanding common stock or voting securities; certain changes in the majority of the Company’s Board of Directors that are not approved by a super-majority of the incumbent directors; the consummation of certain mergers or similar transactions or sales of all or substantially all of the Company’s assets; and approval by the Company’s stockholders of a complete liquidation or dissolution.

The amendment and restatement of the Plan increases the cash severance that will be payable on a qualifying termination of employment not in connection with a Change in Control for certain participants, including the named executive officers, from 26 weeks’ base salary to one year’s base salary, plus the participant’s annual bonus, based on (i) “target” performance for the year of termination (for a termination by the participant for Good Reason as defined in the Plan) or (ii) actual performance not to exceed “target” for the year of termination (for a termination by the Company other than for cause, or for disability or death). Other changes effected by the amendment and restatement include replacing Company-paid outplacement services on a qualifying termination in connection with a Change in Control with a cash payment of $20,000 intended for outplacement, expanding the participant’s obligation to provide assistance after a qualifying termination to include responding to requests for information and assisting with transition matters and giving the Plan precedence over individual agreements except for the CEO.

The foregoing description of the Plan as amended and restated is a summary only and is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.