EXHIBIT 10(j)
STOCK AWARD PLAN
1. PURPOSES OF PLAN. The purposes of the Stock Award
Plan of Modine Manufacturing Company ("Modine") are as follows:
A. To further the growth, success and interest of the
Company and its stockholders by enabling key
managerial employees of the Company, who have
responsibility for the administration of the affairs
of the Company, to acquire shares of Modine Common
Stock under the terms and conditions and in the
manner contemplated by this Plan, thereby increasing
their personal involvement in the fortunes of the
Company; and
B. To enable the Company to obtain and retain the
services of desirable key managerial employees by
providing such employees with an opportunity to become
owners of Modine Common Stock under the terms and
conditions and in the manner contemplated by this Plan.
The term "Company" as used herein shall mean Modine and its
majority owned subsidiaries, including subsidiaries which may
be created or acquired during the period of this Plan.
2. ADMINISTRATION OF PLAN. This Plan shall be
administered by the Officer Nomination and Compensation
Committee consisting of two or more directors of the Board of
Directors of Modine, none of whom shall be employees of the
Company. The Committee shall interpret the Plan and to the
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extent and in the manner contemplated herein it shall exercise
the discretion granted to it as to the determination of who shall
participate in the Plan, and how many shares shall be awarded to
each participant. The Committee shall issue from time to time
such rules and interpretations as in its judgment are necessary
or appropriate in order to effectively administer the Plan.
3. ELIGIBLE EMPLOYEES. Employees including officers of
the Company who the Committee determines have and exercise
management functions and responsibilities shall be eligible for
participation under the Plan. However, no member of the Board
of Directors of the Company shall be eligible to participate
under the Plan unless such member is also an employee of the
Company, and no member of the Committee shall be eligible to
participate under the Plan.
4. SHARES SUBJECT TO PLAN. The Board of Directors and
the shareholders of the Company in July 1994 approved a broad
Incentive Compensation Plan providing for an aggregate of
3,000,000 shares of the Common Stock, $0.625 par value of
Modine for various plans adopted by the Board of Directors
under such authority. The 1994 Incentive Compensation Plan
permitted the use of either newly-issued shares, authorized but
heretofore unissued shares, or shares reacquired by the
Company, including shares purchased on the open market. If
shares issued pursuant hereto shall have been forfeited and
returned to Modine in connection with the restrictions imposed
upon such shares pursuant to this Plan, such forfeited shares
again shall become available for issuance under the Plan prior
to termination of the Plan.
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5. RESTRICTIONS. All shares awarded pursuant to this
Plan shall be subject to the following restrictions:
(a) The shares may not be sold or otherwise alienated or
hypothecated as long as they are subject to
forfeiture provided in this Section 5.
(b) In the event of termination with the Company of a
participant prior to the beginning of the third year
after shares are awarded to him hereunder, if such
termination is for any reason other than normal
retirement, death, total disability or early
retirement with the consent of Modine's Board of
Directors or the Committee, the shares shall be
forfeited and returned to the Company; and if such
employment so terminates for any reason other than
those described above more than two (2) years after
but prior to the beginning of the seventh (7) year
after the granting of such stock awards, the shares
which are at the date of such termination of
employment still subject to the restrictions imposed
hereunder shall be forfeited and returned to the
Company.
(c) In the event a participant who has been awarded
shares hereunder terminates employment with the
Company because of normal retirement, death, total
disability or early retirement with the consent of
Modine's Board of Directors or of the Committee, the
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shares so awarded shall not be subject to forfeit and
shall vest with the employee, or the employee's
designated legal representative in the event of
death. In the event a participant is subject to a
qualified domestic relations order, the shares so
awarded and to which the participant is otherwise
entitled under the terms of this Plan shall vest with
such person as designated by the qualified domestic
relations order.
(d) Except as otherwise provided above, the restrictions
imposed upon shares awarded to each participant
hereunder shall be removed as to one-fifth of the
aggregate number of shares awarded to the participant
at one time upon the expiration of each of the second,
third, fourth, fifth and sixth years after the
award of such shares hereunder.
(e) In the event at any time the Company is dissolved or
is a party to a merger or consolidation in which the
Company is not the surviving corporation, the
restrictions provided in this Section 5 shall
automatically cease as of the effective date of such
dissolution, merger or consolidation, as the case may
be.
(f) Notwithstanding any other terms or conditions
contained in this Plan, the restrictions provided in
this Section 5 shall automatically cease in the event
of a voluntary or involuntary termination with the
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Company of a participant for any reason within a two-
year period after the occurrence of a Pre-Condition
described below in this subparagraph:
"Pre-Condition" means that a person (as defined in
Section 13(d) and 14(d)(2) of the Securities Exchange
Act of 1934, as amended), or a corporation or other
entity controlled by the person, has
(i) merged or consolidated with the Company,
(ii) acquired substantially all of the assets
of the Company, or
(iii) acquired securities of the Company having
at least 20% of the combined voting power
of the Company's then outstanding securities,
except in the case of a merger of another entity with
the Company where the Company is the surviving
corporation, the merger solely involved an
acquisition by the Company of another business entity
in which the Company issued its authorized but
unissued or treasury stock to stockholders of the
acquired entity, and over 80% of the combined voting
power of the Company's stock after the merger is
owned of record by stockholders of the Company prior
to the merger.
6. OTHER RESTRICTIONS. The Committee may impose such
other restrictions on any shares awarded pursuant to the Plan
as it may deem advisable, including, without limitation,
restrictions under the Securities Act of 1933 or the Securities
Exchange Act of 1934, as amended, under the requirements of any
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stock exchange or any over-the-counter securities trading
market upon which such share or shares of the same class are
then listed and under any blue sky or securities laws
applicable to such shares.
7. ESCROW OR LEGEND. In order to enforce the
restrictions imposed upon shares issued hereunder, the
Committee may require any participant to enter into an Escrow
Agreement providing that the certificates representing shares
issued pursuant to this Plan shall remain in the physical
custody of an escrow holder until any or all of the
restrictions imposed pursuant to this Plan have terminated and
the Committee may cause a legend or legends to be placed on any
certificates representing shares issued pursuant to this Plan,
which legend or legends shall make appropriate reference to the
restrictions imposed hereunder.
8. AMENDMENTS. This Plan may be amended at any time by
the Board of Directors of Modine, provided that no such
amendment shall increase the maximum number of shares that may
be issued pursuant to the Plan except pursuant to Section 4
hereunder without the further approval of the stockholders of
Modine.
9. TERMINATION. This Plan shall terminate and no
further shares shall be awarded or issued hereunder on July 19,
2004 or such earlier date as may be determined by the
Committee. The termination of this Plan, however, shall not
affect any restrictions previously imposed on shares issued
pursuant to this Plan.
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