EXHIBIT 10(ac)
MODINE MANUFACTURING COMPANY
2000 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
1. PURPOSE. The Modine Manufacturing Company 2000 Stock
Option Plan for Non-Employee Directors (the "Directors' Plan") is
intended to promote the interests of Modine Manufacturing Company
(the "Company") and its stockholders by providing potential
compensation for the non-employee members of the Company's Board
of Directors, thereby assisting the Company in its efforts to
attract and retain well qualified individuals to serve as its
directors. Options granted under the Directors' Plan are
intended to be of a type that does not meet all of the
requirements of Section 422A of the Internal Revenue Code of 1986
as heretofore and hereafter amended, and the Directors' Plan
shall be construed so as to carry out that intention.
2. ADMINISTRATION.
(a) Procedure; Disinterested Directors. The Board will
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administer the Plan; provided, however, that the Board may
appoint a committee (the "Committee") of two (2) or more
directors to administer the Plan if deemed necessary or advisable
in order to comply with the exemptive rules promulgated pursuant
to Section 16(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
(b) Powers. Grants of Options under the Plan and the
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amount, price, and timing of the awards to be granted will be
automatic as described in Section 5. However, all questions of
interpretation of the Plan will be determined by the Board or the
Committee, as applicable, and such determination will be final
and binding upon all parties.
(c) Section 16 Compliance. Transactions under this
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Directors' Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange
Act. To the extent any provision of the Directors' Plan or
action by the Board or Committee fails to so comply, it shall be
deemed null and void, to the extent permitted by law and deemed
advisable by the Board or Committee. In addition, to the extent
a participant (who is also a Reporting Person under Rule 16b-3 or
its successors) engages in an opposite way transaction that
jeopardizes the exemption, it shall be deemed null and void.
3. PARTICIPANTS. Participants shall consist of all present
or future directors of the Company who are not employees of the
Company.
4. SHARES RESERVED UNDER THE DIRECTORS' PLAN. There is
hereby reserved for issuance under the Directors' Plan an
aggregate of five hundred thousand (500,000) shares of Common
Stock, $0.625 par value, which may be newly-issued, authorized
but heretofore unissued shares or shares reacquired by the
Company, including shares purchased on the open market. Any
shares subject to Directors' Stock Options or issued under such
options may thereafter be subject to new options under this
Directors' Plan, if there is a lapse, expiration or termination
of any such options prior to issuance of the shares or if shares
are issued under such options, and thereafter are reacquired by
the Company pursuant to rights reserved by the Company upon
issuance thereof.
5. NUMBER OF SHARES TO BE GRANTED EACH ELIGIBLE DIRECTOR;
EXERCISE.
(a) Automatic Grant. Within thirty (30) days after
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election or re-election to the Board of Directors by the
Company's stockholders, each director so elected or re-elected
shall be automatically granted an option for that number of
shares equal to the multiple of six thousand (6,000) and the
number of years in the term to which he has been elected to the
Company's Board of Directors.
(i) On the effective date of the Directors'
Plan, there shall be a one-time immediate option
grant to Participants elected or re-elected as
directors in 1999 of two thousand (2,000) shares
and to Participants elected or re-elected in 1998
of one thousand (1,000) shares.
(b) Exercise. An option may be exercised in whole at any
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time or in part from time to time.
(c) Written Agreement. Each option shall be evidenced by
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an appropriate written agreement, the form of which shall be
consistent with the terms and conditions of the Directors' Plan
and applicable law, and which shall be signed by one or more
designated members of the Board or Committee and the non-employee
director.
6. OPTION PRICE; TERM. Directors' Stock Options shall consist
of options to purchase shares of Common Stock at purchase prices
not less than 100 percent of the fair market value of the shares
on the date the option is granted. The fair market value per share
shall be the closing price per share of the Common Stock on the
National Association of Securities Dealers Automated Quotation
("NASDAQ") National Market System on the date of grant. If the
Common Stock ceases to be listed on the NASDAQ National Market System,
the Board shall designate an alternative method of determining the
fair market value of the Common Stock. Such options will be
exercisable not later than ten years after the date they are granted
and will terminate no later than three years after termination of
director status for any reason other than death.
7. FORM OF PAYMENT. Payments required upon a particular
exercise of Directors' Stock Options under the Directors' Plan
may be made in the form of (a) cash; (b) Company Stock; (c) a
combination of Company Stock and cash; or (d) such other forms or
means which the Board or Committee shall determine at its
discretion and in such manner as is consistent with the
Directors' Plan's purpose and applicable Internal Revenue
Service, Securities Exchange Commission, or other laws or
regulations.
8. WITHHOLDING TAXES. No later than the date as of which an
amount first becomes includible in the gross income of the
Participant for federal income tax purposes with respect to any
exercise of any Stock Option granted under the Plan, the
participant shall pay to the Company, or make arrangements
satisfactory to the Company regarding the payment of, any
federal, state, local or foreign taxes of any kind required by
law to be withheld. Such withholding obligations may be settled
with Common Stock, including Common Stock that is received upon
the exercise of the Stock Option that gives rise to the
withholding requirement. The obligations of the Company under
the Plan shall be conditional upon such payment or arrangements,
and the Company shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment otherwise due to
the participant. The Board or Committee may establish such
procedures as it deems appropriate, including the making of
irrevocable elections or the timing of the use of Common Stock,
for the settlement of its withholding obligations.
9. ADJUSTMENT PROVISIONS.
(a) Changes in Capitalization. If the Company shall at
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any time change the number of issued shares of Common Stock
without new consideration to the Company (by stock dividends,
stock splits, or similar transactions), the total number of
shares reserved for issuance under this Directors' Plan and the
number of shares covered by each outstanding Director's Stock
Option shall be adjusted so that the aggregate consideration
payable to the Company, if any, and the value of each such option
shall not be changed.
(b) Reorganizations, sale, etc. Directors' Stock Options
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may also contain provisions for their continuation, acceleration,
immediate vesting, or for other equitable adjustments after changes
in the Common Stock resulting from reorganization, sale, merger,
consolidation, dissolution, liquidation, or similar occurrences.
10. NONTRANSFERABILITY. Each Director's Stock Option granted
under the Directors' Plan to a participant shall not be
transferable by him otherwise than by will or the laws of
descent and distribution, or pursuant to a qualified domestic
relations order, and shall be exercisable, during his lifetime,
only by him. In the event of the death of a participant prior to
termination of any Director's Stock Options held by him
hereunder, each Director's Stock Option theretofore granted to
him shall be exercisable to the extent provided therein but not
later than one year after his death (and not beyond the stated
duration of the Director's Stock Option). Any such exercise
shall be made only:
(a) By the executor or administrator of the estate of the
deceased participant or the person or persons to whom the
deceased participant's rights under the Director's Stock Option
shall pass by will or the laws of descent and distribution; and
(b) To the extent, if any, that the deceased participant
was entitled at the date of his death.
11. OTHER PROVISIONS. The award of any Director's Stock
Option under the Directors' Plan may also be subject to such
other provisions (whether or not applicable to the Director's
Stock Option awarded to any other participant) as the Committee
determines appropriate, including without limitation, provisions
for the installment purchase of Common Stock under Directors'
Stock Options, provisions to assist the participant in financing
the acquisition of Common Stock, provisions for the forfeiture
of, or restriction on resale or other disposition of shares
acquired under Directors' Stock Options, provisions giving the
Company the right to repurchase shares acquired under Directors'
Stock Options in the event the participant elects to dispose of
such shares, provisions to comply with federal and state tax or
securities laws, or understandings or conditions as to the length
of the participant's term as a director in addition to those
specifically provided for under the Directors' Plan.
12. TENURE. A participant's right, if any, to continue to
serve the Company as a director shall not be enlarged or
otherwise affected by his designation as a participant under the
Directors' Plan.
13. TERM; TERMINATION; AMENDMENTS.
(a) Term. No Director's Stock Option shall be granted
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more than ten years after the date of adoption of this Directors'
Plan; provided, however, that the terms and conditions
applicable to Directors' Stock Options granted within such period
may thereafter be amended or modified by mutual agreement between
the Company and the participant or such other person as may then
have an interest therein. Also, by mutual agreement between the
Company and a participant hereunder, or under any future plan of
the Company, Directors' Stock Options may be granted to such
participant in substitution and exchange for and in cancellation
of, any Directors' Stock Options previously granted such
participant under this Directors' Plan.
(b) Termination. The Plan may be terminated at any time
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by the Board or by the approval by the holders of a majority of
the shares of the Common Stock present, or represented, and
entitled to vote at a meeting held for such purpose.
(c) Amendment. The Plan may be amended by the Board or
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Committee; provided however, that (i) no amendment shall be made
that would impair prior grants or rights of a participant without
his consent; (ii) no amendment shall be made more frequently than
once every six months, unless such amendment is required because
of changes in the Internal Revenue Code or the Employee
Retirement Income Security Act; (iii) no amendment shall be made
which would prevent a participant's participation in the Plan
from being entitled to an exemption from Section 16(b) of the
Act.
14. EFFECTIVE DATE. The Directors' Plan has been adopted by
the Board of Directors on May 17, 2000, and shall be effective
July 1, 2000.