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EXHIBIT 10.1
AMENDMENT NO. 3 TO THE
YORK INTERNATIONAL CORPORATION
AMENDED AND RESTATED 1992 OMNIBUS STOCK PLAN
On behalf of York International Corporation (the "Company"), the Board
of Directors of the Company (the "Board") at its meeting on July 27, 2000,
authorized the following amendment to the York International Corporation Amended
and Restated 1992 Omnibus Stock Plan (the "Plan"), effective July 27, 2000,
pursuant to the authority granted it under Section 15 of the Plan:
1. Section 4 is hereby amended and restated in its entirety to
read as follows:
"4. SHARES AVAILABLE FOR THE PLAN; ANNUAL LIMIT ON
GRANTS
Subject to adjustments as provided in Section 14, as
of any date the total number of shares of Common Stock with
respect to which awards may be granted under the Plan shall be
equal to 8,380,000 shares, provided that (i) any award of
incentive stock options shall only be granted from the
4,380,000 shares as previously approved by the Company's
stockholders and (ii) the number of restricted shares awarded
under the Plan may not exceed 3% of the total number of shares
of Common Stock outstanding at the time of any such award.
Subject to adjustments as contemplated by Section 14, no
person may be granted more than 200,000 restricted shares, or
options to purchase more than 200,000 shares, during any one
calendar year. If any grant under the Plan expires or
terminates unexercised, becomes unexercisable or is forfeited
or otherwise terminated or canceled as to any shares, the
shares subject to such grants shall thereafter be available
for further grants under the Plan unless such shares would not
be deemed available for future grants pursuant to Rule 16b-3
of the Securities Exchange Act of 1934, as from time to time
amended."
2. In all other respects, the Plan is hereby ratified and
confirmed.
* * * * *
IN WITNESS WHEREOF, the Board has caused this Amendment No. 3 to be
executed under seal by its duly authorized representative.
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WITNESS/ATTEST: YORK INTERNATIONAL CORPORATION
/s/ Jane G. Davis By: /s/ Gerald C. McDonough
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Print Name: Jane G. Davis Print Name: Gerald C. McDonough
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Title: Chairman
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Date: July 27, 2000
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