EXHIBIT 10(ad)
MODINE MANUFACTURING COMPANY
DIRECTOR'S STOCK OPTION AGREEMENT
THIS DIRECTOR'S STOCK OPTION granted this day of
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July , 200 , by Modine Manufacturing Company, a Wisconsin
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corporation (the "Company"), to (the
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"Director") under and pursuant to the Company's 2000 Stock Option
Plan For Non-Employee Directors (the "Directors' Plan").
WITNESSETH:
WHEREAS, the Board of Directors is of the opinion that the
interests of the Company will be advanced by encouraging and
enabling the non-employee directors of the Company to acquire or
increase their proprietary interest in the Company; and
WHEREAS, the Board of Directors believes that the
acquisition of such an interest will assist the Company in its
efforts to attract and retain well qualified individuals to serve
as its directors;
NOW, THEREFORE, in consideration of the aforementioned, and
the covenants and agreements herein set forth, the Company grants
this option to the Director on the terms hereinafter expressed:
1. Option Grant. The Company hereby grants to the Director an
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option to purchase a total of shares of Common
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Stock of the Company at the option price of $
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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
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manner provided in paragraph 3 hereof) in whole or in part,
from time to time after the date hereof; provided, however,
that this option may not be exercised beyond the shorter of:
(a) ten (10) years from the date hereof;
(b) after the Director has been removed for cause, in
which event the Director shall forfeit all unexercised
options;
(c) except as provided in paragraphs 2(d) or 5, after
expiration of 90 days following the Director's
resignation from the Board of Directors or failure to
be re-elected to the Board of Directors by the
shareholders; or
(d) after expiration of 3 years following the
Director's retirement;
after such period the Director shall forfeit all unexercised
options.
Pursuant to Section 16 of the Securities Exchange Act of
1934, stock subject to the exercise of this option may not be
sold by the Director for six (6) months from the date of grant.
3. Exercise of Option. This option may be exercised only by
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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, or attestation, i.e., by affidavit identifying
for delivery specific already-owned shares of Modine
Stock having a value equal to the aggregate exercise
price, but not actually delivering such shares to
Modine, for the full purchase price of the shares
purchased; and
(b) Written representation by the Director that at the
time of such exercise it is the Director's intention to
acquire the shares for investment and not for resale.
Such written representation shall not be required of
the purchaser under paragraph 5 below.
4. Nontransferability of Option. This option is not
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transferable by the Director otherwise than (a) by will or
the laws of descent and distribution, or (b) pursuant to a
qualified domestic relations order. This option is
exercisable during the Director's lifetime only by the
Director.
5. Death of Director. If the Director dies during the option
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period, this option may be exercised in whole or in part in
the manner described in paragraph 3 hereof, by the
Director'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 one year next succeeding the Director's
death.
6. Delivery of Certificates. The Company shall issue and
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deliver certificates for stock purchased pursuant to an
exercise of this option subject to the following
limitations:
(a) The Director 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 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
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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, etc., the
Company shall cause adequate provision to be made whereby
the Director thereafter will be entitled to receive, upon
the due exercise of any then unexercised portion of this
option, the securities which the Director 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, etc. 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, etc.
8. Fair Market Value. For purposes hereof, "fair market value"
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shall equal the closing market price on the largest stock
exchange or the over the counter quotation system on which
Modine Common Stock is traded on the date a determination is
required to be made under the Directors' 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.
9. Tenure. Nothing in this Agreement or the Directors' Plan
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shall confer upon the Director any right to continue to
serve as a Director of the Company or in any way effect the
right of the Company to take any action against a Director
pursuant to law and/or the Company's Articles of
Incorporation or By-Laws.
10. Grant Subject to 2000 Stock Option Plan for Non-Employee
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Directors. This grant is subject to all the terms and
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conditions set forth in the 2000 Stock Option Plan for
Non-Employee Directors which is hereby incorporated by
reference and to all determinations of the Committee which
is authorized to administer the Directors' Plan. As a
condition of granting the option herein granted, the
Director 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 Directors'
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.
11. Governing Law. This Agreement shall be construed,
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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:
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W. E. Pavlick, Secretary D. R. Johnson, President and
Chief Executive Officer
Accepted and Agreed To:
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Director