EXHIBIT 10(ag)
MODINE MANUFACTURING COMPANY
STOCK OPTION AGREEMENT
This Stock Option Agreement (this "Agreement") is entered
into as of this 27th day of April, 2001 between Modine
Manufacturing Company, a Wisconsin corporation ("Modine") and
("Optionee").
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WHEREAS, Xxxxxx, Xxxxxx Merger Co., a wholly owned
subsidiary of Modine, and Thermacore International, Inc., a
Pennsylvania corporation ("Thermacore") are parties to an
Agreement and Plan of Merger dated as of December 13, 2000, as
amended March 15, 2001 (the "Merger Agreement"), pursuant to
which Modine acquired Thermacore through the merger (the
"Merger") of Modine Merger Co. with and into Thermacore,
effective April 27, 2001 (the "Merger Date");
WHEREAS, Thermacore, formerly known as DTX Corporation,
maintains the DTX Corporation 1995 Stock Option Plan (the "1995 Plan")
and the DTX Corporation 1997 Stock-Based Compensation Plan (the "1997
Plan," and together with the 1995 Plan, the "Thermacore Plans");
WHEREAS, Optionee has been granted incentive stock options to
acquire shares of common stock of Thermacore under either or both of
the Thermacore Plans, as more fully set forth in Schedule A to this
Agreement ("Thermacore Options"), which were outstanding and
unexercised as of the Merger Date; and
WHEREAS, pursuant to the terms and conditions of the Merger
Agreement, (a) all Thermacore Options that were outstanding and
unexercised as of the Merger Date have been converted into options
to acquire shares of Modine common stock, par value $0.625 per share
("Modine Common Stock"), adjusted in each case to reflect the exchange
ratio used in the Merger in issuing shares of Modine Common Stock in
exchange for shares of Thermacore Common Stock, and (b) effective as
of the Merger Date, Modine has adopted the Thermacore Plans, as
amended and restated to reflect the consummation of the Merger (the
"Amended and Restated Plans").
NOW THEREFORE, in consideration of the covenants and
agreements herein contained and intending to be legally bound
hereby, the parties hereto agree as follows:
1. Effective as of the Merger Date, each Thermacore Option held by
Optionee has been converted into an option to acquire shares of
Modine Common Stock (a "Converted Option") equal to the number
of shares of Thermacore common stock subject to the Thermacore
Option multiplied by 1.01592 and rounded down to the nearest
whole share, in each case as set forth in Schedule A to this
Agreement.
2. Effective as of the Merger Date, the exercise price per share
for each share of Modine Common Stock subject to a Converted
Option shall equal the aggregate exercise price for the shares
of Thermacore common stock subject to the corresponding
Thermacore Option divided by the aggregate number of shares of
Modine Common Stock subject to the Converted Option, provided
that such exercise price shall be rounded up to the nearest whole
cent, in each case as set forth in Schedule A to this Agreement.
3. Each Converted Option shall have the same term and shall
vest in accordance with the same vesting schedule as the
corresponding Thermacore Option, in each case as set forth in
Schedule A to this Agreement.
4. The Converted Options shall be subject to (a) all terms and
conditions of the applicable Amended and Restated Plan, each of
which is hereby incorporated by reference and attached hereto as
Exhibits A and/or B, as applicable, and (b) all determinations of
the Officer Nomination and Compensation Committee of the Board of
Directors of Modine (the "Committee"), which is authorized to
administer the Amended and Restated Plans. Any requirement of
interpretation, dispute or disagreement which may arise under or
as a result of or pursuant to this Agreement or either of the
Amended and Restated Plans shall be determined by the Committee
in its sole discretion, and any interpretation or determination
by the Committee shall be final, binding and conclusive.
5. The Converted Options may be exercised only by appropriate
notice in writing delivered to the Secretary of Modine at 0000
XxXxxxx Xxxxxx, Xxxxxx, Xxxxxxxxx 00000, either hand-delivered,
delivered by electronic transmission, or mailed first class, in
accordance with the vesting schedule set forth in Schedule A to
this Agreement.
6. This agreement may be executed in one or more counterparts all of
which taken together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Stock
Option Agreement as of the date and year first written above.
MODINE MANUFACTURING COMPANY
By:
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Name:
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Its:
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OPTIONEE:
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Name:
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Address:
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SCHEDULE A
1995 PLAN
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Thermacore Modine
Shares Thermacore Shares Converted
Subject to Option Subject to Option
Date of Thermacore Exercise Converted Exercise Expiration
Grant Option Price Option Price Date
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1997 PLAN
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Thermacore Modine
Shares Thermacore Shares Converted
Subject to Option Subject to Option
Date of Thermacore Exercise Converted Exercise Expiration
Grant Option Price Option Price Date
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VESTING SCHEDULE
For all Converted Options under both the 1995 Plan and the
1997 Plan, at the first anniversary of the Date of Grant, 25% of
the Converted Options are exercisable, and an additional 25% are
exercisable on the second, third and fourth anniversaries of the
Date of Grant. All Converted Options are fully exercisable after
the fourth anniversary of the Date of Grant.
EXHIBIT A
EXHIBIT B
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