-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GPEbW6f9ApUjW/aRM4Bk+MPMfoCfHqgicIOHVhWlkyfKOJy1tHM3hEjGzurSWwfC UA6m2fatvEUj47ey28+zUQ== 0000067347-02-000028.txt : 20020724 0000067347-02-000028.hdr.sgml : 20020724 20020724145224 ACCESSION NUMBER: 0000067347-02-000028 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020724 EFFECTIVENESS DATE: 20020724 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MODINE MANUFACTURING CO CENTRAL INDEX KEY: 0000067347 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 390482000 STATE OF INCORPORATION: WI FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-97013 FILM NUMBER: 02709750 BUSINESS ADDRESS: STREET 1: 1500 DEKOVEN AVE CITY: RACINE STATE: WI ZIP: 53403 BUSINESS PHONE: 2626361200 S-8 1 rs-802icp.txt Registration No. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MODINE MANUFACTURING COMPANY ---------------------------- (Exact name of issuer as specified in its charter) Wisconsin 39-0482000 - --------------------------------- -------------------- (State of other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 1500 DeKoven Avenue, Racine, Wisconsin 53403-2552 --------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Modine Manufacturing Company 2002 Incentive Compensation Plan ------------------------------------------------------------- (Full title of the plan) D. R. Zakos, Secretary, 1500 DeKoven Avenue, Racine, Wisconsin 53403 -------------------------------------------------------------------- (Name and address of agent for service) (262) 636-1200 -------------- (Telephone number, including area code, of agent for service) Calculation of Registration Fee - ---------------------------------------------------------------------------- Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Per Offering Registration Registered Registered Share Price Fee - ---------- ---------- ----- ----- --- Common Stock $0.625 par value 3,000,000 shares $20.69* $62,070,000* $5,710.44 * The "Proposed Maximum Offering Price Per Share" and "Proposed Maximum Aggregate Offering Price" are based upon $20.69 per share, the closing price at which such stock was sold on July 16, 2002. An Exhibit Index appears at Page 10 herein. Page 1 of 20 PART I THE COMPANY Modine Manufacturing Company, a Wisconsin corporation, maintains its principal offices at 1500 DeKoven Avenue, Racine, Wisconsin 53403- 2552, telephone no. (262) 636-1200. MODINE MANUFACTURING COMPANY 2002 INCENTIVE COMPENSATION PLAN This registration statement pertains to 3,000,000 shares of the Common stock, $0.625 par value, of Modine Manufacturing Company pursuant to the Modine Manufacturing Company 2002 Incentive Compensation Plan (the "Plan"). The Plan was approved by the shareholders of Modine Manufacturing Company (the "Company") on July 17, 2002. The Officer Nomination and Compensation Committee (the "Committee") of the Board of Directors will administer the 2002 Incentive Compensation Plan (the "Plan"). The Committee is comprised of two or more Directors, all of whom are "disinterested persons" as that term is defined in Rule 16b-3 of the Securities and Exchange Commission and "outside Directors" for purposes of Section 16(m) of the Internal Revenue Code of 1986, as amended by the 1993 Omnibus Budget Reconciliation Act ("OBRA"). The Committee is authorized to interpret the 2002 Plan; establish and amend the rules for its administration; determine which key employees shall be granted options and/or other benefits, the number of shares and the type of options and/or other benefits to be granted to each employee; and amend the 2002 Plan subject to the terms and conditions contained therein. However, no amendment of the 2002 Plan shall, without approval of the stockholders of the Company: (1) increase the total number of shares which may be issued or increase the amount or type of benefits that may be granted; (2) change the minimum purchase price, if any, of shares of common stock which may be made subject to benefits; or (3) modify the requirements as to eligibility for benefits. The 2002 Plan provides that no employee may receive more than 150,000 shares in any one year. It is expected that the Committee will make these determinations on the basis of the person's responsibilities and present and potential contributions to the success of the Company. Among those who may qualify as recipients of options and/or related benefits will be officers and other key employees of the Company and its majority owned subsidiaries. Stock-based or cash benefits ("Benefit(s)") under the 2002 Plan may be granted, awarded, or paid in any one or a combination of stock purchase agreements, stock awards, stock options (incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, performance unit plans, performance share plans, book value stock plans, and annual stock or cash incentive plans. There is reserved for issue under the 2002 Plan an aggregate of 3,000,000 shares of common stock, of which no more than twenty-five percent will be restricted stock. The aggregate amount is subject to proportionate adjustments for stock dividends, stock splits, and similar changes. In the event the Company at any time changes the number of issued shares of common stock without new consideration to the Company (by way of stock dividends, stock splits, or similar transactions), the total number of shares reserved for issuance under the Plan and the number of shares covered by each outstanding Benefit will be adjusted so that the aggregate consideration payable to the Company, if any, and the value of each such Benefit will not be changed. In the event of a proposed reorganization, sale, merger, consolidation, dissolution, or liquidation of the Company, outstanding Benefits may also contain provisions for their continuation, acceleration, immediate vesting, or other equitable adjustments, unless otherwise provided by the Board or Committee. The Board or Committee has the right to substitute or assume Benefits in connection with mergers, reorganizations, separations, or other transactions; provided such substitutions and assumptions are permitted by applicable provisions of the Internal Revenue Code and Regulations promulgated thereunder. The number of shares reserved for the 2002 Plan may be increased by the corresponding number of options and other Benefits assumed and, in the case of a substitution, by the net increase and number of shares subject to options or other Benefits before and after the substitution. Benefits (other than non-qualified stock options) are not transferable other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order; non- qualified stock options may be assignable or transferable to or for the benefit of a member of the employee's family. No stock options or other Benefits included in the 2002 Plan may be granted after July 17, 2012. This Registration Statement applies to newly issued shares and treasury Common Shares of the Company registered for purchase under the Plan. Purchases by the Plan of Common Stock may be from the Company or from the open market. Documents containing the information specified in Part I of Form S-8 will be sent or given to participants eligible to participate in the Plan by the Company as specified by Rule 428(b)(1), 17 C.F.R. Section 230.428(b)(1). PART II Item 3. Incorporation of Documents by Reference. --------------------------------------- The following documents and all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post- effective amendment which indicates that all securities offered have been sold or which de-registers all securities then remaining unsold, are hereby incorporated by reference from the date of filing of such documents: 1. The Company's 2001-2002 Annual Report on Form 10-K; and 2. The Company's Definitive Proxy Statement for the 2002 Annual Meeting of Stockholders. 3. The description of the Modine common stock contained in its Form 10, filed with the Securities and Exchange Commission on May 1, 1935, including any amendment or report filed for the purpose of updating such description; and 4. The description of the Modine preferred stock purchase rights contained in its Form 8-A, filed with the Securities and Exchange Commission on November 18, 1986, as amended by its Form 8-A12G/A (Amendment No. 1), filed with the Securities and Exchange Commission on January 27, 1995, Form 8-A12G/A (Amendment No. 2), filed with the Securities and Exchange Commission on December 20, 1996 and Form 8-A12G/A (Amendment No. 3), filed with the Securities and Exchange Commission on January 29, 1998. Note that the description of Modine common stock contained in its Form 10, filed with the Securities and Exchange Commission on May 1, 1935, has been amended and supplemented by the description contained under the caption "Description of Modine Common Stock" in the proxy statement/prospectus which forms a part of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on March 7, 2001, as amended by its Form S-4/A (Amendment No. 1), filed with the Securities and Exchange Commission on March 16, 2001, and as further amended by a Post-Effective Amendment No. 1 on Form S-8, filed with the Securities and Exchange Commission on May 1, 2001. Item 6. Indemnification of Directors and Officers. ----------------------------------------- Certain provisions of the Wisconsin Business Corporation Law, Chapter 180 of the Wisconsin Statutes ("WBCL"), provide that the Company will indemnify the directors and officers of the Company and of each subsidiary company against liabilities and expenses incurred by such person by reason of the fact that such person was serving in such capacity, subject to certain limitations and conditions set forth in the WBCL. The Company's By-laws also provide that the Company will indemnify its directors and officers, and may indemnify any person serving as a director or officer of another business entity at the Company's request, to the extent permitted by the WBCL. It is the public policy of the State of Wisconsin, expressed in Section 180.0859 of the WBCL, to require or permit indemnification and allowance of expenses for any liability incurred in connection with a proceeding involving federal or state statutory or administrative regulation of the offer, sale of purchase of securities, provided the applicable requirements for indemnification and allowance of expenses are satisfied. The Company has purchased liability insurance policies which indemnify the Company's directors and officers against loss arising from claims by reason of their legal liability for acts of such directors or officers, subject to limitations and conditions as set forth in the policies. Item 8. Exhibits. - ------- --------- 4(a) Rights Agreement dated as of October 16, 1986 between the Registrant and First Chicago Trust Company of New York (Rights Agent) (filed by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2002). 4(b)(i) Rights Agreement Amendment No. 1 dated as of January 18, 1995 between the Registrant and First Chicago Trust Company of New York (Rights Agent) (filed by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2000). 4(b)(ii) Rights Agreement Amendment No. 2 dated as of January 18, 1995 between the Registrant and First Chicago Trust Company of New York (Rights Agent) (filed by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2000). 4(b)(iii) Rights Agreement Amendment No. 3 dated as of October 15, 1996 between the Registrant and First Chicago Trust Company of New York (Rights Agent) (filed by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2001). 4(b)(iv) Rights Agreement Amendment No. 4 dated as of November 10, 1997 between the Registrant and Norwest Bank Minnesota, N.A., [now known as Wells Fargo Bank Minnesota, N.A.] (Rights Agent) (filed by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2002). 4(c) Bank One Credit Agreement dated April 17, 2002 (filed by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2002). Note: The amount of long-term debt authorized ---- under any instrument defining the rights of holders of long-term debt of the Registrant, other than as noted above, does not exceed ten percent of the total assets of the Registrant and its subsidiaries on a consolidated basis. Therefore, no such instruments are required to be filed as exhibits to this Form. The Registrant agrees to furnish copies of such instruments to the Commission upon request. *5(a) Opinion regarding legality of original issuance securities provided by von Briesen & Roper, S.C. 15 Not Applicable. *23(a) Consent of Independent Accountants, provided by PricewaterhouseCoopers LLP *23(b) Consent of Counsel (included in Exhibit 5(a)). 24 Not Applicable. *99 Official text of the Modine Manufacturing Company 2002 Incentive Compensation Plan. * Filed herewith Item 9. Undertakings. ------------ The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that is has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Racine, State of Wisconsin, on the 17th day of July, 2002. MODINE MANUFACTURING COMPANY By: D. R. JOHNSON ---------------------------------- D. R. Johnson, Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. D. R. JOHNSON July 17, 2002 - --------------------------------------- ------------- D. R. Johnson, Chairman and Chief Date Executive Officer and Director D. B. RAYBURN July 17, 2002 - --------------------------------------- ------------- D. B. Rayburn, President and Chief Date Operating Officer E. T. THOMAS July 17, 2002 - --------------------------------------- ------------- E. T. Thomas, Senior Vice President Date and Chief Financial Officer D. R. ZAKOS July 17, 2002 - --------------------------------------- ------------- D. R. Zakos, Vice President, Date General Counsel and Secretary R. J. DOYLE July 17, 2002 - --------------------------------------- ------------- R. J. Doyle, Director Date F. P. INCROPERA July 17, 2002 - --------------------------------------- ------------- F. P. Incropera, Director Date F. W. JONES July 17, 2002 - --------------------------------------- ------------- F. W. Jones, Director Date D. J. KUESTER July 17, 2002 - --------------------------------------- ------------- D. J. Kuester, Director Date V. L. MARTIN July 17, 2002 - --------------------------------------- ------------- V. L. Martin, Director Date G. L. NEALE July 17, 2002 - --------------------------------------- ------------- G. L. Neale, Director Date M. C. WILLIAMS July 17, 2002 - --------------------------------------- ------------- M. C. Williams, Director Date M. T. YONKER July 17, 2002 - --------------------------------------- ------------- M. T. Yonker, Director Date EXHIBIT INDEX Sequential Description Page No. - ----------- ---------- 4(a) Rights Agreement dated as of October 16, 1986 between the Registrant and First Chicago Trust Company of New York (Rights Agent) (filed by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2002). 4(b)(i) Rights Agreement Amendment No. 1 dated as of January 18, 1995 between the Registrant and First Chicago Trust Company of New York (Rights Agent) (filed by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2000). 4(b)(ii) Rights Agreement Amendment No. 2 dated as of January 18, 1995 between the Registrant and First Chicago Trust Company of New York (Rights Agent) (filed by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2000). 4(b)(iii) Rights Agreement Amendment No. 3 dated as of October 15, 1996 between the Registrant and First Chicago Trust Company of New York (Rights Agent) (filed by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2001). 4(b)(iv) Rights Agreement Amendment No. 4 dated as of November 10, 1997 between the Registrant and Norwest Bank Minnesota, N.A., [now known as Wells Fargo Bank Minnesota, N.A.] (Rights Agent) (filed by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2002). 4(c) Bank One Credit Agreement dated April 17, 2002 (filed by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2002). Note: The amount of long-term debt ---- authorized under any instrument defining the rights of holders of long-term debt of the Registrant, other than as noted above, does not exceed ten percent of the total assets of the Registrant and its Sequential Description Page No. - ----------- ---------- subsidiaries on a consolidated basis. Therefore, no such instruments are required to be filed as exhibits to this Form. The Registrant agrees to furnish copies of such instruments to the Commission upon request. *5(a) Opinion regarding legality of original 12 issuance securities provided by von Briesen & Roper, S.C. 15 Not Applicable. *23(a) Consent of Independent Accountants, 13 provided by PricewaterhouseCoopers LLP *23(b) Consent of Counsel (included in 12 Exhibit 5(a)). 24 Not Applicable. *99 Official text of the Modine Manufacturing 14 Company 2002 Incentive Compensation Plan. * Filed herewith EX-5 4 rs-8exh5.txt EXHIBIT 5 von Briesen & Roper, S.C. Attorneys at Law July 17, 2002 VIA E-MAIL AND FEDERAL EXPRESS The Board of Directors Modine Manufacturing Company 1500 DeKoven Avenue Racine, WI 53403-2552 Gentlemen: This firm is counsel for Modine Manufacturing Company (the "Company"), which is the registrant in a Registration Statement under the Securities Act of 1933 on Form S-8, dated July 17, 2002, relating to the registration of 3,000,000 shares of the Company's common stock, $0.625 par value per share (the "Shares"), to be offered and sold pursuant to the Modine Manufacturing Company 2002 Incentive Compensation Plan (the "Plan"). As counsel, we are familiar with the actions taken by the Company in connection with the authorization of the Shares. We are also familiar with the actions taken by the Company in connection with the establishment of the Plan. We have examined such records and other documents as we have deemed necessary for the opinions hereinafter expressed. Based upon the foregoing, and having regard to legal considerations that we deem relevant, we are of the opinion that the Shares, described in the Registration Statement, will be, when sold, legally issued by the Company, fully paid and non-assessable, except to the extent provided in 180.0622(2)(b) of the Wisconsin Statutes, which provides, in part, that shareholders of a Wisconsin corporation are personally liable to an amount equal to the par value of shares owned by them for all debts owing to employees of the corporation for services performed for such corporation, but not exceeding six months service in any one case. We hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement. Very truly yours, von BRIESEN & ROPER, s.c. s/von Briesen & Roper, S.C. www.vonbriesen.com 735 North Water Street, Suite 1000 P. O. Box 3262 Milwaukee, Wisconsin 53201-3262 Phone 414-273-7000 Fax 414-273-7897 EX-23 5 rs-8ex23.txt EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 30, 2002 relating to the financial statements, which appears in the 2002 Annual Report to Shareholders of Modine Manufacturing Company, which is incorporated by reference in Modine Manufacturing Company's Annual Report on Form 10-K for the year ended March 31, 2002. We also consent to the incorporation by reference of our report dated April 30, 2002 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Chicago, Illinois July 17, 2002 EX-99 6 rs-8ex99.txt EXHIBIT 99 MODINE MANUFACTURING COMPANY 2002 INCENTIVE COMPENSATION PLAN 1. PURPOSE. The Modine Manufacturing Company 2002 Incentive Compensation Plan (the "Plan") is intended to provide incentives which will attract and retain highly competent persons as officers and key employees of Modine Manufacturing Company (the "Company") and its majority owned subsidiaries by providing them with opportunities to acquire Common Stock of the Company ("Common Stock"), receive monetary payments based on the value of such shares pursuant to the stock-based benefits described herein, or receive cash or Common Stock bonuses, also described herein (collectively "Benefits"). 2. ADMINISTRATION. (a) Procedure. The Board of Directors of the Company shall --------- supervise and administer the Plan. Any questions of interpretation of the Plan or of any Benefits issued under it shall be determined by the Board and such determination shall be final and binding upon all persons. (b) Committee. Any or all powers and discretion vested in the --------- Board under this Plan may be exercised by a committee (the "Committee") of at least two members of the Board who are "Non-Employee Directors" as defined in Rule 16 b-3 of the Securities and Exchange Act of 1934 (the "Exchange Act") and Section 162(m) of the Internal Revenue Code. A majority of members of the Committee shall constitute a quorum, and all determinations of the Committee shall be made by a majority of its members. Any determination of the Committee under the Plan may be made without notice or meeting of the Committee, by a writing signed by a majority of the Committee members. (c) Powers of the Board. Subject to the provisions of the ------------------- Plan, the Board or Committee shall have the authority, in its discretion: (i) to grant or award Benefits under the Plan consistent with the purposes of the Plan; (ii) to determine, in accordance with the provisions of the Plan, the fair market value of the Common Stock; (iii) to determine, in accordance with the provisions of the Plan, the exercise price per share of options to be granted; (iv) to determine the employees to whom, and the time or times at which, options or other Benefits shall be granted and the number of shares to be represented by each option or other Benefit; (v) to interpret the Plan; (vi) to prescribe, amend, and rescind rules and regulations relating to the Plan; (vii) to determine the terms and provisions of each option or other Benefit granted or awarded (which need not be identical) and, with the consent of the holder thereof, modify or amend each option or other Benefit; (viii) to reduce the exercise price per share of outstanding and unexercised options; (ix) to accelerate or defer (with the consent of the optionee) the exercise date of any option; (x) to authorize any person to execute on behalf of the Company any instrument required to effectuate the grant or award of an option or other Benefit; and (xi) to make all other determinations deemed necessary or advisable for the administration of the Plan. (d) Effect of Decisions. All decisions, determinations, and ------------------- interpretations of the Board, or the Committee, as the case may be, shall be final and binding on all participants and any other holders of any Benefits granted or awarded under the Plan. (e) Section 16 Compliance. With respect to persons subject to --------------------- Section 16 of the Exchange Act, transactions under this 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, application or interpretation of the Plan or action by the Committee is inconsistent with this intent, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the 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 within six months that jeopardizes the exemption, it shall be deemed null and void. 3. PARTICIPANTS; GENERAL TERMS AND CONDITIONS. (a) Employees. Participants will consist of such key employees --------- (including officers) of the Company or any or all of its present or future majority owned subsidiaries as the Board of Directors in its sole discretion determines to be mainly responsible for the success and future growth and profitability of the Company and whom the Board of Directors may designate from time to time to receive Benefits under the Plan. Benefits may be granted under this Plan to persons who have received options or other Benefits under this or other plans of the Company. (b) Maximum Number. The maximum number of shares with respect -------------- to which a Benefit may be granted or awarded to any participant in any one year of the Company shall not exceed one hundred fifty thousand (150,000) shares. (c) General Terms and Conditions. The Committee shall ---------------------------- determine the time or times at which Benefits shall be granted or awarded, the number or amount of Benefits granted or awarded (subject to the limitation of this Section 3(b) above), and such other terms and conditions of the Benefits in addition to those set forth in this Plan which comply with applicable Internal Revenue Service, Securities and Exchange Commission, or other laws and regulations, all as the Committee deems appropriate. 4. BENEFITS. (a) Types. Benefits under the Plan may be granted in any one ----- or a combination of: (1) Stock Purchase Agreements. Stock Purchase Agreements ------------------------- will consist of agreements for the present or future sale of Common Stock by the Company to a participant at such prices and on such terms and conditions as the Board or Committee deems appropriate. (2) Stock Awards or Bonuses. Stock Awards or Bonuses will ----------------------- consist of shares of Common Stock transferred to participants with or without other payment therefor as a bonus for services rendered or to be rendered to the Company and its majority owned subsidiaries. (3) Stock Options (incentive stock options and ------------------------------------------ non-qualified stock options with or without tax ----------------------------------------------- offset bonuses and discounted stock options): -------------------------------------------- (i) Exercise Price. Stock Options will consist of -------------- options to purchase shares of Common Stock at purchase prices determined by the Board or Committee at the date such option is granted. Except regarding Incentive Stock Options, such option price may be less than the fair market value of Common Stock on the date of grant, but in no event shall the option price be less than the par value of the shares. The fair market value shall be the closing price per share of Common Stock on the National Association of Securities Dealers Automated Quotation ("NASDAQ") National Market System on the date of grant. If the Common Stock ceases to be listed on the NASDAQ National Market System, the Board or Committee shall designate an alternative method of determining the fair market value of the Common Stock. (ii) Term. Such options will be exercisable not later ---- than ten years after the date they are granted and will terminate not later than three years after termination of employment for any reason other than death. (4) Stock Appreciation Rights: Stock Appreciation Rights, ------------------------- granted in conjunction with a stock option, will consist of rights to receive an amount equal to the appreciation in fair market value since the date of grant in lieu of exercising the corresponding stock option. (5) Restricted Stock: Restricted Stock will consist of ---------------- shares of Common Stock which are transferred to the participant but which carry restrictions such as a prohibition against disposition or an option to repurchase in the event of employment termination, and may be subject to a substantial risk of forfeiture. Shares of Restricted Stock may be granted to the participant at no charge, or they may be sold to the participant. Restrictions on the shares of stock may lapse over a period of time. As the restrictions lapse, the participant has unrestricted shares which then may be sold or transferred. If, however, the restrictions are violated prior to their lapse, those shares still subject to such restrictions are forfeited by the participant, and must be returned to the Company. (6) Performance Unit Plans: A Performance Unit Plan will ---------------------- provide for units, contingently granted, which entitle the participant to cash payments or their equivalent in shares of stock valued at the time of the grant (i.e., the unit value remains constant and does not fluctuate with changes in the market value of the stock), if predetermined objectives are met. (7) Performance Share Plans: A Performance Share Plan will ----------------------- provide for artificial shares, contingently granted, which entitle the participant to actual shares of Common Stock or their cash equivalent at the time of payment (i.e., the unit value may appreciate or decline depending on future market value of the stock), if predetermined objectives are achieved. (8) Book Value Stock Plans: A Book Value Stock Plan will ---------------------- permit the participant to purchase shares of Common Stock at book value. Such "book value" stock may be required to be resold to the Company upon termination of the employment relationship, or at other specified times at the then book value of the stock. (9) Annual Stock or Cash Incentive Plans. An annual Stock ------------------------------------ or Cash Incentive Plan will allow the participant to receive, in addition to the participant's base salary, annual stock or cash bonuses (portions of which may be paid quarterly over the course of the fiscal year) based upon the financial performance of the Company or the considered discretion of the Board or Committee. The financial performance measurement for the stock or cash bonus will be determined by the Board or Committee. The maximum annual formula award may be fixed at up to one hundred fifty percent (150%) of the participant's base salary with the Board or Committee designating the percentage level of participation and maximum bonus for each officer of the Company while management designates the percentage level of participation and maximum bonus for other participants. The Board or Committee will determine whether the bonuses will be payable to participants in stock or cash or a combination of stock and cash. (b) Written Agreement. Each grant or award of a Benefit shall ----------------- be evidenced by an appropriate written agreement, the form of which shall be consistent with the terms and conditions of the Plan and applicable law and shall be signed by an officer of the Company and the participant. 5. SHARES RESERVED UNDER THE PLAN. There is hereby reserved for issuance under the Plan an aggregate of three million (3,000,000) shares of Common Stock (except as supplemented hereinafter provided in Section 8), $0.625 par value, which may be newly-issued shares, authorized but heretofore unissued shares or shares reacquired by the Company, including shares purchased on the open market. Any shares subject to the options, rights, agreements, plans, or awards as described hereinafter or issued under such options, rights, agreements, plans, or awards may thereafter be subject to new options, rights, agreements, plans or awards under this Plan if there is a lapse, expiration or termination of any such options, rights, agreements, plans or awards prior to issuance of the shares or payment of the equivalent or if shares are issued under such options, rights, agreements, plans, or awards, and thereafter are reacquired by the Company pursuant to rights reserved by the Company upon issuance thereof; provided, however, issued shares reacquired by the Company may only be subject to new options, rights, agreements, plans, or awards if the participant received no benefit of ownership from the shares. 6. FORM OF PAYMENT. Payments required, if any, upon a participant's exercise of Benefits under the Plan may be made in the form of: (a) cash; (b) Company stock; (c) a combination of Company stock and cash; or (d) such other forms or means which the Committee shall determine in its discretion and in such manner as is consistent with the Plan's purpose and applicable Internal Revenue Service, Securities and Exchange Commission, or other laws or regulations. 7. WITHHOLDING TAXES. No later than the date as of which an amount first becomes includible in the gross income of the participant for federal income tax purposes with respect to any Benefit under the Plan or with respect to any exercise of any stock option granted under the Plan, the participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld. Such withholding obligations may be settled with Common Stock, including Common Stock that is part of the award or that is received upon the exercise of the stock option that gives rise to the withholding requirement. The obligations of the Company under the Plan shall be conditional upon such payment or arrangements, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the participant. The Company may establish such procedures as it deems appropriate, including the making of irrevocable elections or the timing of the use of Common Stock, for the settlement of its withholding obligations. 8. ADJUSTMENT PROVISIONS. (a) Changes in Capitalization. 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 Plan and the number of shares covered by each outstanding Benefit shall be adjusted so that the aggregate consideration payable to the Company, if any, and the value of each such Benefit shall not be changed. (b) Reorganization, Sale, etc. Benefits may also contain ------------------------- provisions for their continuation, acceleration, immediate vesting, or for other equitable adjustments after changes in the Common Stock resulting from reorganization, sale, merger, consolidation, dissolution, liquidation, or similar occurrences. (1) Substitutions and Assumptions. If the Company acquires ----------------------------- an entity which has issued stock options or other rights, which remain outstanding, the Company may substitute stock options or rights for options or rights of such entity, including options or other rights to acquire stock at less than 100% of the fair market price of the stock at grant. The number and kind of such stock options and other rights shall be determined by the Committee and the total number of shares reserved for issuance under this Plan shall be appropriately adjusted consistent with such determination and in such manner as the Committee may deem equitable to prevent substantial dilution or enlargement of the Benefits granted to, or available for, present or future participants of this Plan. The number of shares reserved for issuance pursuant to Section 5 may be increased by the corresponding number of options or other benefits assumed and, in the case of a substitution, by the net increase in the number of shares subject to options or other benefits before and after the substitution. 9. NONTRANSFERABILITY. Benefits (other than non-qualified stock options) granted under the Plan to an employee shall not be transferable by the participant otherwise than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order, and shall be exercisable, during the participant's lifetime, only by the participant; non-qualified stock options granted under the Plan to a participant may be assignable or transferable by the participant to or for the benefit of a member of the participant's family. In the event of the death of a participant during employment or prior to the termination of any Benefit held by the participant hereunder, each Benefit theretofore granted to the participant shall be exercisable or payable to the extent provided therein but not later than one year after the participant's death (and not beyond the stated duration of the Benefit). Any such exercise or payment shall be made only: (a) By or to 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 Benefit 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 the participant's death. 10. OTHER PROVISIONS. The award of any Benefit under the Plan may also be subject to such other provisions (whether or not applicable to the Benefit awarded to any other participant) as the Board or Committee determines appropriate, including without limitation, provisions for the installment purchase of Common Stock under such Benefits, provisions to assist the participant in financing the acquisition of Common Stock, provisions for prepayment at the participant's election of the purchase price of Common Stock under such Benefits, provisions for the forfeiture of, or restrictions on resale or other disposition of shares acquired under such Benefits, provisions giving the Company the right to repurchase shares acquired under any form of Benefit in the event the participant elects to dispose of such shares, provisions to comply with federal and state tax or securities laws, or understandings or conditions as to the participant's employment in addition to those specifically provided for under the Plan or written agreement. 11. TENURE. A participant's right, if any, to continue to serve the Company and its subsidiaries as an officer, employee, or otherwise, shall not be enlarged or otherwise affected by designation as a participant under the Plan. 12. EMPLOYEES IN FOREIGN COUNTRIES. The Board or Committee shall have the authority to adopt such modifications, procedures, and subplans as may be necessary or desirable to comply with provisions of the laws of foreign countries in which the Company or its subsidiaries may operate to assure the viability of the Benefits granted or awarded to employees employed in such countries and to meet the objectives of the Plan. 13. DURATION, AMENDMENT AND TERMINATION. No Benefit shall be granted more than ten years after the date of adoption of this Plan; provided, however, that the terms and conditions applicable to any Benefit granted within such period may thereafter be amended or modified by mutual agreement between the Company and the participant or such other persons 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, Benefits may be granted to such participant in substitution and exchange for, and in cancellation of, any Benefits previously granted such participant under this Plan, or any benefit previously or thereafter granted to him under any future plan of the Company. The Board or Committee may amend the Plan from time to time or terminate the Plan at any time. However, no action authorized by this paragraph shall reduce the amount of any existing Benefit or change the terms and conditions thereof without the participant's consent. No amendment of the Plan shall, without approval of the stockholders of the Company, (i) increase the total number of shares which may be issued under the Plan or increase the amount or type of Benefits that may be granted under the Plan; (ii) change the minimum purchase price, if any, of shares of Common stock which may be made subject to Benefits under the Plan; or (iii) modify the requirements as to eligibility for Benefits under the Plan. 14. UNFUNDED STATUS OF PLAN. It is presently intended that the Plan constitute an "unfunded" plan for incentive compensation. The Board or Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Common Stock or make payments; provided, however, that, unless the Board or Committee otherwise determines, the existence of such trusts or other arrangements is consistent with the "unfunded" status of the Plan. 15. SHAREHOLDER APPROVAL. The Plan has been adopted by the Board of Directors on March 20, 2002, and shall be effective upon approval by the shareholders of the Company. Such adoption shall be null and void if shareholder approval is not obtained within twelve months of the adoption of the Plan by the Board of Directors. -----END PRIVACY-ENHANCED MESSAGE-----