EXHIBIT 10(k)
MODINE MANUFACTURING COMPANY
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INCENTIVE STOCK OPTION AGREEMENT
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THIS INCENTIVE STOCK OPTION granted this day of
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January , 19 , by Modine Manufacturing Company, a
- -------- -------
Wisconsin corporation (the "Company"), to
--------------------
(the "Employee") under and pursuant to the Company's 1994
Incentive Compensation Plan (the "Plan").
WITNESSETH:
WHEREAS, the Committee of the Board of Directors, which is
authorized to administer the Plan (the "Committee"), is of the
opinion that the interests of the Company and its subsidiaries
will be advanced by encouraging and enabling certain key
employees of the Company and its subsidiaries to acquire or
increase their proprietary interest in the Company, thus
providing them with a more direct stake in its welfare and
assuring a closer identification of their interests with those
of the Company; and
WHEREAS, the Committee believes that the acquisition of such
an interest in the Company will stimulate the efforts of such
employees and strengthen their desire to remain with the Company
or one of its subsidiaries;
NOW, THEREFORE, in consideration of the aforementioned, and
the covenants and agreements herein set forth, the Company
grants this option (which is intended to qualify as an
incentive stock option within the meaning of Section 422A of the
Internal Revenue Code) to the Employee on the terms hereinafter
expressed:
1. Option Grant. The Company hereby grants to the Employee an
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option to purchase a total of shares of Common
----------
Stock of the Company at the option price of $ per
-------
share, being at least equal to 100% of the fair market
value of such shares on the date hereof.
2. Time of Exercise; Exercise Limitation. This option may be
-------------------------------------
exercised (in the manner provided in paragraph 3 hereof) in
whole or in part, from time to time after the date hereof,
subject to the following limitations:
(a) Except for exercises under paragraph 5 below, this
option may not be exercised for one year from the date
when the Employee's present employment is first
commenced.
(b) This option is intended to qualify as an incentive
stock option so that the Employee may obtain
preferential tax treatment and, consequently, certain
limitations on disposition must be observed. In order
to obtain preferential tax treatment, shares of
capital stock transferred to the Employee pursuant to
this Agreement may not be disposed of within
twenty-four (24) months after the grant of such shares
or twelve (12) months after exercise of such shares.
(c) If Employee is an officer of the Company subject to
the reporting requirements of Section 16 of the
Securities Exchange Act of 1934, this option may not
be exercised by the Employee for six (6) months from
the date of grant.
(d) This option may only be exercised, at any one time,
exclusively in multiples of twenty-five (25) shares
with a one hundred (100) share exercise minimum,
except for the purchase of all shares then remaining
subject to this option.
(e) This option may not be exercised beyond the shorter
of:
(i) ten (10) years from the date hereof;
(ii) after an Employee has been terminated for cause
(such as dishonesty or negligence in
performance of Employee's duties). In such
event the employee shall forfeit all
unexercised options;
(iii) three (3) years (except as provided in
paragraph 5) following termination of
employment (if without cause) or retirement;
provided, however, that this option must be
exercised within ninety (90) days following
termination of employment (if without cause) or
retirement from the Company in order to obtain
preferential tax treatment.
In the event this option is not exercised in
accordance with subparagraphs (i), (ii) or (iii)
above, it shall be forfeited as an unexercised
option.
(f) To the extent required by the Internal Revenue Code,
the aggregate fair market value (determined at the
time the option is granted) of the Common Stock for
which incentive stock options are exercisable for the
first time by an option holder during any calendar
year (under all the plans of the Company) shall not
exceed $100,000. This limitation applies to Incentive
Stock Options granted after 1986 only. Incentive
Stock Options exercisable for the first time in a
calendar year that exceed the $100,000 annual limit
are denied preferential tax treatment.
3. Exercise of Option. This option may be exercised only by
------------------
appropriate notice in writing delivered to the Secretary of
the Company at 1500 DeKoven Avenue, Racine, Wis. 53403, and
accompanied by:
(a) Check payable to the order of the Company, or Modine
stock (the value of which shall be the fair market
value of the stock on the day preceding the exercise
date), or a combination of Modine stock and cash for
the full purchase price of the shares purchased.
4. Nontransferability of Option. This option is not
----------------------------
transferable by the Employee otherwise than (a) by will or
the laws of descent and distribution, or (b) pursuant to a
qualified domestic relations order, and is exercisable,
during the Employee's lifetime, only by the Employee or his
legal representative.
5. Death or Disability of Employee. If the Employee dies
-------------------------------
during the option period, this option may be exercised in
whole or in part and from time to time, in the manner
described in paragraph 3 hereof, by the Employee's estate
or the person to whom the option passes by will or the laws
of descent and distribution, but only within a period of
(a) one year next succeeding the Employee's death, or (b)
ten years from the date hereof, whichever period is
shorter. If the Employee becomes disabled during the
option period, his option may be exercised in whole or in
part and from time to time, in the manner described in
paragraph 3 hereof, within one year of retirement or other
termination of employment due to a determination of
permanent and total disability; except that any options
exercised after one year of retirement due to disability,
but prior to expiration of three years following such
retirement, will be denied preferential tax treatment.
6. Delivery of Certificates. The Company shall issue and
------------------------
deliver certificates for stock purchased pursuant to an
exercise of this option subject to the following
limitations:
(a) The Employee shall have no interest in any such shares
until payment for said shares is made in accordance
with paragraph 3 hereinabove.
(b) The Company shall not be required to issue or deliver
any certificate for its Common Stock purchased upon
the exercise of this option prior to the admission of
such shares to listing on any stock exchange or any
over-the-counter quotation system on which shares may
at that time be listed. In the event of the exercise
of this option while the option class of stock is not
so listed or admitted, the Company shall make prompt
application for such listing or admission. If any
time during the option period the Company shall be
advised by its counsel that the shares deliverable
upon an exercise of the option are required to be
registered under the Federal Securities Act of 1933 or
any state securities law or that delivery of such
shares must be accompanied or preceded by a
prospectus, the Company will use its best efforts to
effect such registration or provide such prospectus,
but delivery of shares by the Company may be deferred
until such registration is effected or such prospectus
is available.
7. Adjustment Provisions. In the event that there is any
---------------------
change in the number of issued shares of Common Stock of
the Company without new consideration to the Company
therefor, by reason of stock dividends, stock split-ups or
like recapitalizations, the number of shares which may
thereafter be purchased under this option shall be adjusted
in the same proportion as said change in issued shares. In
such event, the per share purchase price specified in
paragraph 1 above shall be adjusted so that the total
consideration payable to the Company for the adjusted
number of shares remaining subject to this option shall not
be changed by reason of the adjustment in number of shares.
If during the term of this option the Common Stock of the
Company shall be combined or be changed into the same or
another kind of stock of the Company or into securities of
another corporation, whether through recapitalization,
reorganization, sale, merger, consolidation, or by other
means, the Company shall cause adequate provision to be
made whereby the Employee thereafter will be entitled to
receive, upon the due exercise of any then unexercised
portion of this option, the securities which the Employee
would have been entitled to receive for Common Stock
acquired through exercise of such portion of the option
(regardless of whether or to what extent the option would
then have been exercisable) immediately prior to the
effective date of such recapitalization, reorganization,
sale, merger, consolidation, or similar transaction. If
appropriate, due adjustment shall be made in the per share
or per unit price of the securities purchased on exercise
of this option following said recapitalization,
reorganization, sale, merger, consolidation, or similar
transaction.
8. Effect on Other Benefits. Neither this option, shares of
------------------------
stock issued upon its exercise, any excess of market value
over option price, nor any other rights, benefits, values
or interests resulting from the granting of this option
shall be considered as compensation for purposes of any
pension, profit sharing, retirement plan, insurance plan,
investment or stock purchase plan, or any other employee
benefit plan of the Company or any of its subsidiaries.
9. Fair Market Value. For purposes hereof, "fair market
-----------------
value" shall equal the closing market price on the largest
stock exchange or over-the-counter quotation system on
which Modine Common Stock is traded on the date a
determination is required to be made under the Plan or this
Agreement, or if no stock is traded on that day then it
shall equal the closing market price on the last preceding
day on which such stock was traded on said exchange or
system.
10. Employee Not Deemed to be a Shareholder. The Employee
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shall not be deemed to be a shareholder of the Company for
any purposes with respect to any option granted hereunder
except to the extent that such option shall have been
exercised and a stock certificate issued therefor.
11. No Right to Continued Employment. Nothing in this
--------------------------------
Agreement or the Plan shall confer upon Employee any right
to continue in the employment of the Company or in any way
affect the right of the Company to terminate Employee's
employment at any time.
12. Cancellation and Rescission of Stock Option. The Committee
-------------------------------------------
may cancel this option at any time if Employee is not in
compliance with all other applicable provisions of this
option, the Plan, and with the following conditions:
(a) Employee shall not render services for any
organization or engage directly or indirectly in any
business which, in the judgment of the Committee, is
or becomes competitive with the Company, or which
organization or business, or the rendering of services
to such organization or business, is or becomes
otherwise prejudicial to or in conflict with the
interests of the Company;
(b) Employee shall comply fully with applicable laws and
government regulations and maintain high ethical
standards. Employee shall also comply with the
Company's corporate policies, including, but not
limited to, Policy No. G-2, Guideline for Business
Conduct, and Policy No. G-3, Antitrust Compliance, and
the Company's Agreement for Protection of Trade
Secrets and Sales Data and for Assignment of
Inventions; or
If Employee's employment has terminated, the judgment of
the Committee shall be based on Employee's position and
responsibilities while employed by the Company, Employee's
post-employment responsibilities and position with the
other organization or business, the extent of past, current
and potential competition or conflict between the Company
and the other organization or business, the effect on the
Company's customers, suppliers and competitors of
Employee's assuming the post-employment position, and such
other considerations as are deemed relevant given the
applicable facts and circumstances. If Employee retires,
he shall be free, however, to purchase as an investment or
otherwise, stock or other securities of such organization
or business so long as they are listed upon a recognized
securities exchange or traded over-the-counter, and such
investment does not represent a substantial investment to
Employee or a greater than 10 percent equity interest in
the organization or business.
Failure to comply with the provisions of paragraphs (a) or
(b) of this Paragraph 13 prior to, or during the
twenty-four (24) months after, any exercise pursuant to
this option shall cause such exercise to be rescinded. The
Company shall notify Employee in writing of any such
rescission within twenty-four (24) months after such
exercise. Within ten days after receiving such a notice
from the Company, Employee shall pay to the Company the
amount of any gain realized or payment received pertaining
to the rescinded exercise of this option. Such payment
shall be made either in cash or by returning to the Company
the number of shares of Common Stock that Employee received
in connection with the rescinded exercise.
13. Grant Subject to 1994 Incentive Compensation Plan. This
-------------------------------------------------
award is subject to all the terms and conditions set forth
in the 1994 Incentive Compensation Plan as amended which is
hereby incorporated by reference and to all determinations
of the Committee of the Board of Directors which is
authorized to administer the Plan. As a condition of
granting the option herein granted, the Employee agrees, for
himself and his personal representatives, that any
requirement or interpretation, dispute, or disagreement
which may arise under or as a result of or pursuant to this
Agreement or the Plan shall be determined by the Committee
in its sole discretion, and that any interpretation or
determination by the Committee shall be final, binding and
conclusive.
14. Governing Law. This Agreement shall be construed,
-------------
administered and governed in all respects in accordance
with the laws of the State of Wisconsin.
IN WITNESS WHEREOF, the Company has caused this option to be
executed on the date first above written.
ATTEST: MODINE MANUFACTURING COMPANY
By:
- --------------------------- -----------------------------------
W. E. Pavlick, Secretary D. R. Johnson
President & Chief Executive Officer
Accepted and Agreed To:
---------------------------------------
Employee
MODINE MANUFACTURING COMPANY
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NON-QUALIFIED STOCK OPTION AGREEMENT
------------------------------------
THIS NON-QUALIFIED STOCK OPTION granted this day of
------
January, 19 by Modine Manufacturing Company, a Wisconsin
- ------- ----
corporation (the "Company"), to , (the
-------------------------
"Employee") under and pursuant to the Company's 1994 Incentive
Compensation Plan (the "Plan").
WITNESSETH:
WHEREAS, The Committee of the Board of Directors, which is
authorized to administer the Plan (the "Committee"), is of the
opinion that the interests of the Company and its subsidiaries
will be advanced by encouraging and enabling certain key
employees of the Company and its subsidiaries to acquire or
increase their proprietary interest in the Company, thus
providing them with a more direct stake in its welfare and
assuring a closer identification of their interests with those
of the Company; and
WHEREAS, the Committee believes that the acquisition of
such an interest in the Company will stimulate the efforts of
such employees and strengthen their desire to remain with the
Company or one of its subsidiaries;
NOW, THEREFORE, in consideration of the aforementioned,
and the covenants and agreements herein set forth, the Company
grants its option to the Employee on the terms hereinafter
expressed:
1. Option Grant. The Company hereby grants to the Employee
------------
an option to purchase a total of shares of
-----------
Common Stock of the Company at the option price of $
------
per share, being at least equal to 100% of the fair market
value of such shares on the date hereof.
2. Time of Exercise. This option may be exercised (in the
----------------
manner provided in paragraph 3 hereof) in whole or in
part, from time to time after the date hereof, subject to
the following limitations:
(a) Except for exercise under paragraph 5 below, this
option may not be exercised for one year from the
date when the Employee's present employment with
Modine first commenced.
(b) If Employee is an officer of the Company subject
to the reporting requirements of Section 16 of the
Securities Exchange Act of 1934, this option may not
be exercised by the Employee for six (6) months from
the date of grant.
(c) Options may be exercised before the option period
terminates without regard to the order of grant.
(d) This option may only be exercised, at any one
time, exclusively in multiples of twenty-five (25)
shares with a one hundred (100) share exercise
minimum, except for the purchase of all shares then
remaining subject to this option.
(e) This option may not be exercised beyond the shorter
of:
(i) ten (10) years from the date hereof;
(ii) after an Employee has been terminated for
cause (such as dishonesty or negligence in
performance of Employee's duties). In such
event the employee shall forfeit all
unexercised options;
(iii) three (3) years (except as provided in
paragraph 5) following termination of
employment (if without cause) or retirement.
In the event this option is not exercised in
accordance with subparagraphs (i), (ii) or (iii)
above, it shall be forfeited as an unexercised
option.
3. Exercise of Option. This option may be exercised only by
------------------
appropriate notice in writing delivered to the Secretary
of the Company at 1500 DeKoven Avenue, Racine, Wis. 53403
and accompanied by:
(a) Check payable to the order of the Company, or
Modine Stock (the value of which shall be the fair
market value of the stock on the day preceding the
exercise date), or a combination of Modine stock and
cash for the full purchase price of the shares
purchased.
4. Nontransferability of Option. This option is not
----------------------------
transferable by the Employee otherwise than (a) by will or
the laws of descent and distribution, or (b) pursuant to a
qualified domestic relations order, and is exercisable,
during the Employee's lifetime, only by the Employee or
his legal representative.
5. Death of Employee. If the Employee dies during the option
-----------------
period, this option may be exercised in whole or in part
and from time to time, in the manner described in
paragraph 3 hereof, by the Employee's estate or the person
to whom the option passes by will or the laws of descent
and distribution, but only within a period of (a) one year
next succeeding the Employee's death, or (b) ten years
from the date hereof, whichever period is shorter.
6. Delivery of Certificates. The Company shall issue and
------------------------
deliver certificates for stock purchased pursuant to an
exercise of this option subject to the following
limitations:
(a) The Employee shall have no interest in any such
Shares until certificates for said Shares are issued.
(b) The Company shall not be required to issue or
deliver any certificates for its Common Stock
purchased upon the exercise of this option prior to
the admission of such shares to listing on any stock
exchange or any over-the-counter quotation system on
which shares may at that time be listed. In the
event of the exercise of this option while the option
class of stock is not so listed or admitted, the
Company shall make prompt application for such
listing or admission. If any time during the option
period the Company shall be advised by its counsel
that the shares deliverable upon an exercise of the
option are required to be registered under the
Federal Securities Act of 1933 or any state
securities law or that delivery of such shares must
be accompanied or preceded by a prospectus, the
Company will use its best efforts to effect such
registration or provide such prospectus, but delivery
of shares by the Company may be deferred until such
registration is effected or such prospectus is
available.
7. Adjustment Provisions. In the event that there is any
---------------------
change in the number of issued shares of Common Stock of
the Company without new consideration to the Company
therefor, by reason of stock dividends, stock split-ups or
like recapitalizations, the number of shares which may
thereafter be purchased under this option shall be
adjusted in the same proportion as said change in issued
shares. In such event, the per share purchase price
specified in paragraph 1 above shall be adjusted so that
the total consideration payable to the Company for the
adjusted number of shares remaining subject to this option
shall not be changed by reason of the adjustment in number
of shares.
If during the term of this option the Common Stock of the
Company shall be combined or be changed into the same or
another kind of stock of the Company or into securities of
another corporation, whether through recapitalization,
reorganization, sale, merger, consolidation, or by other
means, the Company shall cause adequate provision to be
made whereby the Employee thereafter will be entitled to
receive, upon the due exercise of any then unexercised
portion of this option, the securities which the Employee
would have been entitled to receive for Common Stock
acquired through exercise of such portion of the option
(regardless of whether or to what extent the option would
then have been exercisable) immediately prior to the
effective date of such recapitalization, reorganization,
sale, merger, consolidation, or similar transaction. If
appropriate, due adjustment shall be made in the per share
or per unit price to the securities purchased on exercise
of this option following said recapitalization, sale,
merger, consolidation, or similar transaction.
8. Effect on Other Benefits. Neither this option, shares of
------------------------
stock issued upon its exercise, any excess of market value
over option price, nor any other rights, benefits, values
or interests resulting from the granting of this option
shall be considered as compensation for purposes of any
pension, profit sharing, retirement plan, insurance plan,
investment or stock purchase plan, or any other employee
benefit plan of the Company or any of its subsidiaries.
9. Fair Market Value. For purposes hereof, "fair market
-----------------
value" shall equal the closing market price on the largest
stock exchange or over-the-counter quotation system on
which Modine Common Stock is traded on the date a
determination is required to be made under the Plan or
this Agreement, or if no stock is traded on that day then
it shall equal the closing market price on the last
preceding day on which such stock was traded on said
exchange or system.
10. Employee Not Deemed to be a Shareholder. The Employee
---------------------------------------
shall not be deemed to be a shareholder of the Company for
any purposes with respect to any option granted hereunder
except to the extent that such option shall have been
exercised and a stock certificate issued therefor.
11. No Right to Continued Employment. Nothing in this
--------------------------------
Agreement or the Plan shall confer upon Employee any right
to continue in the employment of the Company or in any way
effect the right of the Company to terminate Employee's
employment at any time.
12. Cancellation and Rescission of Stock Option. The
-------------------------------------------
Committee may cancel this option at any time if Employee
is not in compliance with all other applicable provisions
of this option, the Plan, and with the following
conditions:
(a) Employee shall not render services for any
organization or engage directly or indirectly in any
business which, in the judgment of the Committee, is
or becomes competitive with the Company, or which
organization or business, or the rendering of
services to such organization or business, is or
becomes otherwise prejudicial to or in conflict with
the interests of the Company;
(b) Employee shall comply fully with applicable laws and
government regulations and maintain high ethical
standards. Employee shall also comply with the
Company's corporate policies, including, but not
limited to, Policy No. G-2, Guideline for Business
Conduct, and Policy No. G-3, Antitrust Compliance, and
the Company's Agreement for Assignment of Inventions.
If Employee's employment has terminated, the judgment of
the Committee shall be based on Employee's position and
responsibilities while employed by the Company, Employee's
post-employment responsibilities and position with the
other organization or business, the extent of past,
current and potential competition or conflict between the
Company and the other organization or business, the effect
on the Company's customers, suppliers and competitors of
Employee's assuming the post-employment position, and such
other considerations as are deemed relevant given the
applicable facts and circumstances. If Employee retires,
he shall be free, however, to purchase as an investment or
otherwise, stock or other securities of such organization
or business so long as they are listed upon a recognized
securities exchange or traded over-the-counter, and such
investment does not represent a substantial investment to
Employee or a greater than 10 percent equity interest in
the organization or business.
Failure to comply with the provisions of paragraphs (a) or
(b) of this Paragraph 13 prior to, or during the
twenty-four (24) months after, any exercise pursuant to
this option shall cause such exercise to be rescinded.
The Company shall notify Employee in writing of any such
rescission within twenty-four (24) months after such
exercise. Within ten days after receiving such a notice
from the Company, Employee shall pay to the Company the
amount of any gain realized or payment received pertaining
to the rescinded exercise of this option. Such payment
shall be made either in cash or by returning to the
Company the number of shares of Common Stock that Employee
received in connection with the rescinded exercise.
13. Grant Subject to 1994 Incentive Compensation Plan. This
-------------------------------------------------
award is subject to all the terms and conditions set forth
in the 1994 Incentive Compensation Plan which is hereby
incorporated by reference and to all determinations of the
Committee of the Board of Directors which is authorized to
administer the Plan. As a condition of granting the
option herein granted, the Employee agrees, for himself
and his personal representatives, that any requirement or
interpretation, dispute, or disagreement which may arise
under or as a result of or pursuant to this Agreement or
the Plan shall be determined by the Committee in its sole
discretion, and that any interpretation or determination
by the Committee shall be final, binding and conclusive.
14. Governing Law. This Agreement shall be construed,
-------------
administered and governed in all respects in accordance
with the laws of the State of Wisconsin.
IN WITNESS WHEREOF, the Company has caused this option to
be executed on the date first above written.
ATTEST: MODINE MANUFACTURING COMPANY
By:
- ------------------------- ---------------------------------
W. E. Pavlick, Secretary D. R. Johnson, President and
Chief Executive Officer
Accepted and Agreed To:
-------------------------------------
Employee