EXHIBIT 10(d)
MODINE MANUFACTURING COMPANY
1985 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(as amended July 19, 1989)
(as amended January 15, 1997)
1. PURPOSE. The Modine Manufacturing Company 1985 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 increasing the potential
compensation of the non-employee members of the Company's Board
of Directors and Directors Emeriti, thereby assisting the Company
in its efforts to attract and retain well qualified individuals
to serve as its directors and to retain the counsel of Directors
Emeriti. 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 1954 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 salaried employees
of the Company and Directors Emeriti.
4. SHARES RESERVED UNDER THE DIRECTORS' PLAN. There is
hereby reserved for issuance under the Directors' Plan an
aggregate of 500,000 shares of Common Stock, $0.625 par value,
which may be authorized but heretofore unissued shares or shares
reaquired 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) Upon adoption of this Plan by the Board of Directors
the Committee shall grant to each director immediately:
( i) an option for that number of shares equal to the
multiple of 200 and the number of years (whole years
and partial years) that such director has served
as a director of the Company; and
(ii) an option for that number of shares equal to 500
shares for each 12-month period remaining in such
director's unexpired term on the Board of Directors,
plus 500 shares for any fractional 12-month period
remaining in such term.
(b) Within thirty (30) days after election or re-election to
the Board of Directors by the Company's stockholders, the
Committee shall grant to each director so elected or
re-elected, an option for that number of shares equal to
the multiple of 500 and the number of years in the term
to which he has been elected to the Company's Board of
Directors.
(c) Upon adoption of this Plan by the Board of Directors,
the Committee shall grant to each then existing Director
Emeritus an option for twenty-four hundred (2,400) shares.
(d) An option may be exercised in whole at any time or in
part from time to time.
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. 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
and, in the case of Directors Emeriti, such stock options shall
terminate no later than three (3) year from the date of grant.
7. ADJUSTMENT PROVISIONS. If the Company shall at 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. Directors' Stock Options may also contain provisions
for their continuation or for other equitable adjustments after
changes in the Common Stock resulting from reorganization, sale,
merger, consolidation or similar occurrences.
8. 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, 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.
9. 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
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.
10. 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.
11. DURATION, AMENDMENTS AND TERMINATION. No Director's
Stock Option shall be granted 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.
The Committee may amend the Directors' Plan from time to time or
terminate the Directors' Plan at any time. However, no action
authorized by this paragraph shall reduce the amount of any
existing Directors' Stock Options or change the terms and
conditions thereof without the participant's consent. No
amendment of the Directors' Plan shall, without approval of the
stockholders of the Company (i) increase the total number of
shares which may be issued under the Directors' Plan or increase
the amount or type of Directors' Stock Options that may be
granted under the Directors' Plan; (ii) change the minimum
purchase price of shares of Common Stock which may be made
subject to Directors' Stock Options under the Directors' Plan; or
(iii) modify the requirements as to eligibility for Directors'
Stock Options under the Directors' Plan.
12. SHAREHOLDER APPROVAL; EFFECTIVE DATE. The Directors'
Plan has been adopted by the Board of Directors on January 16,
1985, and shall be effective as of such date, subject to approval
by the shareholders of the Company. Such adoption shall be null
and void if shareholder approval is not obtained within 12 months
of the adoption of the Directors' Plan by the Board of Directors.
13. FORM OF PAYMENT. Payments required upon a particular
exercise of Directors' Stock Options under the Directors' Plan
may, at the Company's discretion, and in such manner as the
Company shall determine, be made in the form of Company stock as
well as cash or any combination of Company stock and cash.