Unassociated Document


    
      

    

    Exhibit
10.2

       

      MODINE
MANUFACTURING COMPANY

      2008
INCENTIVE COMPENSATION PLAN

      


      I.            
 INTRODUCTION.

      


      1.01       
 Purpose.  The
Modine Manufacturing Company 2008 Incentive Compensation Plan (the "Plan") is
intended to provide incentives that will attract and retain the best available
(a) non-employee directors of Modine Manufacturing Company (the “Company”) and
(b) employees of the Company or any Subsidiary that now exists or hereafter is
organized or acquired by the Company, provide additional incentive to such
persons and promote the success and growth of the Company.  These
purposes may be achieved through the grant of options to purchase Common Stock
of Modine Manufacturing Company, the grant of Stock Appreciation Rights, the
grant of Restricted Stock Awards, the grant of Performance Stock Awards, the
grant of Phantom Stock Awards and the grant of Cash Bonus Awards, as described
below.

      


      1.02      
  Effective
Date.  The effective date of the Plan shall be July 17, 2008,
subject to the approval of the Plan by shareholders of the Company at the 2008
Annual Meeting of Shareholders (the “Effective Date”). 

      


      II.        
   DEFINITIONS.

      


      2.02      
  "Affiliate" or "Associate" shall have
the meaning set forth in Rule 12b-2 under the Securities Exchange Act of
1934.

      


      2.02     
   “Award” means an
Incentive Stock Option, Non-Qualified Stock Option, Stock Appreciation Right,
Restricted Stock Award, Performance Stock Award, Phantom Stock Award or Cash
Bonus Award, as appropriate.

      


      2.03       
 “Award
Agreement” means the agreement between the Company and the Grantee
specifying the terms and conditions as described thereunder.

      


      2.04       
 “Board”
means the Board of Directors of Modine Manufacturing Company.

      


      2.05      
  “Cash
Bonus Award” means a cash award under Article X of the Plan.

      


      2.06     
   “Change
in Control” shall be deemed to take place on the occurrence of any of the
following events: (a) the announcement by an entity, person or group (other than
the Company or an Affiliate or Associate) of a tender offer for at least 30% of
the outstanding capital stock of the Company entitled to vote in elections of
directors ("Voting Power"); (b) the effective time of (i) a merger or
consolidation of the Company with one or more other corporations as a result of
which the holders of the outstanding Voting Power of the Company immediately
prior to such merger or consolidation (other than the surviving or resulting
corporation or any Affiliate or Associate thereof) hold less than 50% of the
Voting Power of the surviving or resulting corporation, or (ii) a transfer of
30% of the Voting Power, or a majority of the Company's consolidated assets,
other than to an entity of which the Company owns at least 50% of the Voting
Power; or (c) during any period of 24 months, the persons who at the beginning
of such 24-month period were directors of the Company cease for any reason to
constitute at least a majority of the Board.

      


      2.07      
  “Code” means the
Internal Revenue Code of 1986, as it may be amended from time to
time.

      


      2.08      
  “Committee” means the
committee described in Article IV or the person or persons to whom the committee
has delegated its power and responsibilities under Article IV.

      


      2.09    
    “Common Stock” or
“Stock” means
the common stock of the Company having a par value of $0.625 per
share.

      


      2.10     
   “Company” means Modine
Manufacturing Company, a Wisconsin corporation.

      


      2.11     
   “Fair
Market Value” means, as of any date of determination, (a) the closing
sale price of a share of Stock on the New York Stock Exchange (or on such other
recognized market or quotation system on which the trading prices of Stock are
traded or quoted at the relevant time) as reported on the composite list used by
The Wall Street Journal for reporting stock prices, or (b) if no such sale shall
have been made on that day, on the last preceding day on which there was such a
sale. If such Stock is not then listed or quoted as referenced above, Fair
Market Value shall be an amount determined in good faith by the
Committee.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      2.12    
    “Grant Date” means the
date on which an Award is deemed granted, which shall be the date on which the
Committee authorizes the Award or such later date as the Committee shall
determine in its sole discretion.

      


      2.13        
“Grantee” means
an individual who has been granted an Award.

      


      2.14       
 “Incentive Stock
Option” or “ISO” means an option
that is intended to meet the requirements of Section 422 of the Code and
regulations thereunder.

      


      2.15        
“Non-Qualified Stock
Option” or “NSO” means an option
other than an Incentive Stock Option.

      


      2.16       
 “Option”
means an Incentive Stock Option or Non-Qualified Stock Option, as
appropriate.

      


      2.17     
   “Performance Goal”
means a performance goal established by the Committee prior to the grant of an
Award that is based on the attainment of goals relating to one or more of the
following business criteria measured on an absolute basis or in terms of growth
or reduction:  return on assets employed ("ROAE"), earnings per share,
total shareholder return, net income (pre-tax or after-tax and with adjustments
as stipulated), return on equity, return on capital employed, return on assets,
return on tangible book value, operating income, earnings before depreciation,
interest, taxes and amortization (“EBITDA”), loss ratio, expense ratio, stock
price, economic value added, operating cash flow and such other subjective or
objective performance goals, including individual goals, that it deems
appropriate.

      


      2.18       
 “Performance
Stock Award” means an Award under Article VIII of the Plan, that is
conditioned upon the satisfaction pre-established performance
goals.

      


      2.19       
 “Phantom Stock
Award” means the right to receive in cash the Fair Market Value of a
share of Common Stock under Article IX of the Plan.

      


      2.20      
  “Plan” means the
Modine Manufacturing Company 2008 Incentive Compensation Plan as set forth
herein, as it may be amended from time to time.

      


      2.21        
“Restricted Stock
Award” means a restricted stock award under Article VII of the
Plan.

      


      2.22         “Stock Appreciation
Right” or “SAR” means the right
to receive cash or shares of Common Stock based upon the excess of the Fair
Market Value of one share of Common Stock on the date the SAR is exercised over
the grant price (which shall be not less than the Fair Market Value of a share
of Common Stock on the Grant Date).

      


      2.23      
  “Subsidiary” means any
corporation in which the Company or another entity qualifying as a Subsidiary
within this definition owns 50% or more of the total combined voting power of
all classes of stock, or any other entity (including, but not limited to,
partnerships and joint ventures) in which the Company or another entity
qualifying as a Subsidiary within this definition owns 50% or more of the
combined equity thereof.

      


      III.         
 SHARES SUBJECT TO AWARD.

      


      3.01        
Share
Limit.  Subject to adjustment as provided in Section 3.02
below, the number of shares of Common Stock of the Company that may be issued
under the Plan shall not exceed Two Million Five Hundred Thousand (2,500,000)
shares (the "Share Limit"); provided that no individual may be granted Awards
covering, in the aggregate, more than two hundred and fifty thousand (250,000)
shares of Common Stock in any calendar year.  Shares issued under the
Plan may come from authorized but unissued shares, from treasury shares held by
the Company, from shares purchased by the Company or an independent agent in the
open market for such purpose, or from any combination of the
foregoing.  The Share Limit shall be subject to the following rules
and adjustments:


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (a)

              	
                Any
      shares of Common Stock subject to Options and SARs shall be counted
      against the Share Limit as one share for every one share subject
      thereto.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                With
      respect to SARs, when a stock settled SAR is exercised, the shares subject
      to an SAR grant agreement shall be counted against the shares available
      for issuance as one (1) share for every share subject thereto, regardless
      of the number of shares used to settle the SAR upon
    exercise.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Any
      shares of Common Stock subject to Awards other than Options and SARs shall
      be counted against the Share Limit as two and 16/100 (2.16) shares for
      every one share issued.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                If
      any Award granted under this Plan is canceled, terminates, expires, or
      lapses for any reason, any shares subject to such Award again shall be
      available for the grant of an Award under the Plan.  Any Awards
      or portions thereof that are settled in cash and not in shares of Common
      Stock shall not be counted against the foregoing Share
    Limit.

              


      

      


      3.02         Changes in Common
Stock.  If any stock dividend is declared upon the Common
Stock, or if there is any stock split, stock distribution, or other
recapitalization of the Company with respect to the Common Stock, resulting in a
split or combination or exchange of shares, the Committee shall make or provide
for such adjustment in the number of and class of shares that may be delivered
under the Plan, and in the number and class of and/or price of shares subject to
outstanding Awards as it may, in its discretion, deem to be
equitable.

      


      IV.           ADMINISTRATION.

      


      4.01         Administration by the
Committee.  For purposes of the power to grant Awards to
non-employee directors, the Committee shall consist of the entire
Board.  For other Plan purposes, the Plan shall be administered by a
committee designated by the Board to administer the Plan and shall be the
Officer Nomination and Compensation Committee of the Board.  The
Committee shall be constituted to permit the Plan to comply with the provisions
of Rule 16b-3 under the Securities Exchange Act of 1934, as amended or any
successor rule, and Section 162(m) of the Code.  A majority of the
members of the Committee shall constitute a quorum.  The approval of
such a quorum, expressed by a vote at a meeting held either in person or by
conference telephone call, or the unanimous consent of all members in writing
without a meeting, shall constitute the action of the Committee and shall be
valid and effective for all purposes of the Plan.

      


      4.02         Committee
Powers.  The Committee is empowered to adopt such rules,
regulations and procedures and take such other action as it shall deem necessary
or proper for the administration of the Plan.  The Committee shall
also have authority to interpret the Plan, and the decision of the Committee on
any questions concerning the interpretation of the Plan shall be final and
conclusive.  The Committee may consult with counsel, who may be
counsel for the Company, and shall not incur any liability for any action taken
in good faith in reliance upon the advice of counsel.  Subject to the
provisions of the Plan, the Committee shall have full and final authority
to:

      


      
        	
                 
      

              	
                (a)

              	
                designate
      the persons to whom Awards shall be
granted;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                grant
      Awards in such form and amount as the Committee shall
      determine;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                impose
      such limitations, restrictions and conditions upon any such Award as the
      Committee shall deem appropriate;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                waive
      in whole or in part any limitations, restrictions or conditions imposed
      upon any such Award as the Committee shall deem appropriate;
      and

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (e)

              	
                modify,
      extend or renew any Award previously granted, provided that this provision
      shall not provide authority to reprice Awards to a lower exercise
      price.

              


      

      


      4.03         No
Repricing.  Repricing of Options or SARs shall not be permitted
without shareholder approval. For this purpose, a "repricing" means any of the
following (or any other action that has the same effect as any of the
following): (A) changing the terms of an Option or SAR to lower its purchase or
grant price; (B) any other action that is treated as a "repricing" under
generally accepted accounting principles; and (C) repurchasing for cash or
canceling an Option or SAR at a time when its purchase or grant price is greater
than the Fair Market Value of the underlying stock in exchange for another
Award, unless the cancellation and exchange occurs in connection with an event
set forth in Section 3.02. Such cancellation and exchange would be considered a
"repricing" regardless of whether it is treated as a "repricing" under generally
accepted accounting principles and regardless of whether it is voluntary on the
part of the Grantee.

      


      4.04         Delegation by
Committee. The Committee may delegate all or any part of its
responsibilities and powers to any executive officer or officers of the Company
selected by it.  Any such delegation may be revoked by the Board or by
the Committee at any time.

      


      V.         
  STOCK OPTIONS.

      


      5.01         Granting of Stock
Options.  Options may be granted to non-employee directors of
the Company and to officers and key employees of the Company and any of its
Subsidiaries.  In selecting the individuals to whom Options shall be
granted, as well as in determining the number of Options granted, the Committee
shall take into consideration such factors as it deems relevant pursuant to
accomplishing the purposes of the Plan.  A Grantee may, if he or she
is otherwise eligible, be granted an additional Option or Options if the
Committee shall so determine.  Option grants under the Plan shall be
evidenced by an Award Agreement in such form and containing such provisions as
are consistent with the Plan as the Committee shall from time to time
approve.

      


      5.02         Type of
Option.  At the time each Option is granted, the Committee
shall designate the Option as an Incentive Stock Option or a Non-Qualified Stock
Option. Any Option designated as an Incentive Stock Option shall comply with the
requirements of Section 422 of the Code, including the requirement that
incentive stock options may only be granted to individuals who are employed by
the Company, a parent or a Subsidiary corporation of the Company.  If
required by applicable tax rules regarding a particular grant, to the extent
that the aggregate Fair Market Value (determined as of the date an Incentive
Stock Option is granted) of the shares with respect to which an Incentive Stock
Option grant under this Plan (when aggregated, if appropriate, with shares
subject to other Incentive Stock Option grants made before said grant under this
Plan or another plan maintained by the Company or any ISO Group member (as
defined in Section 422 of the Code)) is exercisable for the first time by an
optionee during any calendar year exceeds $100,000 (or such other limit as is
prescribed by the Code), such option grant shall be treated as a grant of
Non-Qualified Stock Options pursuant to Code Section 422(d).

      


      5.03         Option
Terms.  Each option grant Award Agreement shall specify the
number of Incentive Stock Options and/or Non-Qualified Stock Options being
granted; one option shall be deemed granted for each share of
stock.  In addition, each option grant Award Agreement shall specify
the exercisability and/or vesting schedule of such options, if
any.  No Option shall be exercisable in whole or in part more than ten
years from the date it is granted.

      


      5.04         Purchase
Price.  The purchase price for a share subject to Option shall
not be less than 100% of the Fair Market Value of the share on the date the
Option is granted, provided, however, the purchase price of an Incentive Stock
Option shall not be less than 110% of the Fair Market Value of such share on the
date the Option is granted if the Grantee then owns (after the application of
the family and other attribution rules of Section 424(d) or any successor rule
of the Code) more than 10% of the total combined voting power of all classes of
stock of the Company. The purchase price of the Common Stock covered by each
Option shall be subject to adjustment as provided in Articles III and XI
hereof.

      


      5.05         Method of
Exercise.  An Option that has become exercisable may be
exercised from time to time by written notice to the Company stating the number
of shares being purchased and accompanied by the payment in full of the purchase
price for such shares.  The purchase price may be paid by any of the
following methods, (a) by cash, (b) to the extent permitted under the particular
grant Award Agreement, by transferring to the Company shares of stock of the
Company at their Fair Market Value as of the date of exercise of the Option,
provided that the Grantee held the shares of stock for at least six months
("Delivered Stock"), (c) a combination of cash and Delivered Stock, 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
law.  Notwithstanding the foregoing, the Company may arrange for or
cooperate in permitting broker-assisted cashless exercise
procedures.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      5.06         Shareholder
Rights.  A Grantee shall not, by reason of any Options granted
hereunder, have any rights of a shareholder of the Company with respect to the
shares covered by Options until shares of Stock have been issued.

      


      VI.           STOCK
APPRECIATION RIGHTS.

      


      6.01         Granting of
SARs.  The Committee may, in its discretion, grant SARs to
non-employee directors of the Company and to officers and key employees of the
Company and any of its Subsidiaries.  SARs may be granted with respect
to Options granted concurrently (tandem SARs) or on a stand alone basis (stand
alone SARs).

      


      6.02         SAR
Terms.  Each SAR grant shall be evidenced by an Award Agreement
that shall specify the number of SARs granted, the grant price (which shall be
not less than the Fair Market Value of a share of Common Stock on the Grant
Date), the term of the SAR, and such other provisions as the Committee shall
determine.  No SAR shall be exercisable in whole or in part more than
ten years from the date it is granted.

      


      6.03         Method of
Exercise.  An SAR that has become exercisable may be exercised
by written notice to the Company stating the number of SARs being
exercised.

      


      6.04         Payment upon
Exercise.  Upon the exercise of SARs, the Grantee shall be
entitled to receive an amount determined by multiplying (a) the difference
obtained by subtracting the grant price from the Fair Market Value of a share of
Common Stock on the date of exercise, by (b) the number of SARs
exercised.  At the discretion of the Committee, the payment upon the
exercise of the SARs may be in cash, in shares of Common Stock of equivalent
value (valued at the Fair Market Value of the Common Stock on the date of
exercise), or in some combination thereof.  The number of available
shares under Section 3.01 shall not be affected by any cash
payments.

      


      6.05         Shareholder
Rights.  A Grantee shall not, by reason of any SARs granted
hereunder, have any rights of a shareholder of the Company with respect to the
shares covered by SARs until shares of Stock have been issued.

      


      VII.         RESTRICTED
STOCK AWARDS.

      


      7.01         Administration.  Shares
of Restricted Stock may be issued either alone or in addition to other Awards
granted under the Plan.  The Committee shall determine the eligible
persons to whom and the time or times at which grants of Restricted Stock will
be made, the number of shares of restricted Common Stock to be awarded, the time
or times within which such Awards may be subject to forfeiture and any other
terms and conditions of the Awards.  The Committee may condition the
grant of Restricted Stock upon the attainment of Performance Goals so that the
grant qualifies as “performance-based compensation” within the meaning of
Section 162(m) of the Code.  The Committee may also condition the
grant of Restricted Stock upon such other conditions, restrictions and
contingencies as the Committee may determine.  The provisions of
Restricted Stock Awards need not be the same with respect to each
recipient.  Notwithstanding the foregoing, the Committee or the Board
may grant shares of unrestricted stock to non-employee directors of the
Company.

      


      7.02         Registration.  Any
Restricted Stock Award granted hereunder may be evidenced in such manner as the
Committee may deem appropriate, including, without limitation, book-entry
registration or issuance of a stock certificate or certificates. In the event
any stock certificate is issued in respect of shares of Restricted Stock, such
certificate shall be registered in the name of the Grantee and shall bear an
appropriate legend (as determined by the Committee) referring to the terms,
conditions and restrictions applicable to such Restricted Stock. In the event
such Restricted Stock is issued in book-entry form, the depository and the
Company’s transfer agent shall be provided with notice referring to the terms,
conditions and restrictions applicable to such Restricted Stock, together with
such stop-transfer instructions as the Committee deems
appropriate.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      7.03         Terms and
Conditions.  Restricted Stock
Awards shall be subject to the following terms and conditions:

      


      
        	
                 
      

              	
                (a)

              	
                Until
      the applicable restrictions lapse or the conditions are satisfied, the
      Grantee shall not be permitted to sell, assign, transfer, pledge or
      otherwise encumber the Restricted Stock
Award.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Except
      to the extent otherwise provided in the applicable Award Agreement and (c)
      below, the portion of the Award still subject to restriction shall be
      forfeited by the Grantee upon termination of a Grantee’s service for any
      reason.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                In
      the event of hardship, early retirement or other special circumstances of
      a Grantee whose employment is terminated (other than for cause), the
      Committee may waive in whole or in part any or all remaining restrictions
      with respect to such Grantee’s shares of Restricted
  Stock.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                If
      and when the applicable restrictions lapse, unlegended certificates for
      such shares shall be delivered to the
Grantee.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Each
      Award shall be confirmed by, and be subject to the terms of, an Award
      Agreement identifying the restrictions applicable to the
      Award.

              


      

      


      7.04         Rights as
Shareholder.  A Grantee
receiving a Restricted Stock Award shall have all of the rights of a shareholder
of the Company, including the right to vote the shares and the right to receive
any cash dividends.  Unless otherwise determined by the Committee,
cash dividends shall be automatically paid in cash and dividends payable in
stock shall be paid in the form of additional Restricted Stock.

      


      VIII.        PERFORMANCE
STOCK AWARDS.

      


      8.01         Administration.  Performance
Stock Awards entitle a Grantee to receive shares of Common Stock if
predetermined conditions are satisfied.  The Committee shall determine
the eligible employees to whom and the time or times at which Performance Stock
Awards will be made, the number of shares to be awarded, the time or times
within which such Awards may be subject to forfeiture and any other terms and
conditions of the Awards.  The Committee may condition the grant of a
Performance Stock Award upon the attainment of Performance Goals so that the
grant qualifies as “performance-based compensation” within the meaning of
Section 162(m) of the Code.  The Committee may also condition the
grant of a Performance Stock Award upon such other conditions, restrictions and
contingencies as the Committee may determine.  The provisions of
Performance Stock Awards need not be the same with respect to each
recipient.

      


      8.02         Terms and
Conditions.  Performance
Stock Awards shall be subject to the following terms and
conditions:

      


      
        	
                 
      

              	
                (a)

              	
                Until
      the applicable restrictions lapse or the conditions are satisfied, the
      Grantee shall not be permitted to sell, assign, transfer, pledge or
      otherwise encumber the Performance Stock
Award.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Except
      to the extent otherwise provided in the applicable Award Agreement and (c)
      below, the portion of the Award still subject to restriction may be
      forfeited by the Grantee upon termination of a Grantee’s service for any
      reason, at the discretion of the
Committee.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                In
      the event of hardship or other special circumstances of a Grantee whose
      employment is terminated (other than for cause), the Committee may waive
      in whole or in part any or all remaining restrictions with respect to such
      Grantee’s Performance Stock Award or the forfeiture of any portion of the
      Award still subject to restriction.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                If
      and when the applicable restrictions lapse, if any, unlegended
      certificates for such shares shall be delivered to the
      Grantee.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (e)

              	
                Each
      Award shall be confirmed by, and be subject to the terms of, an Award
      Agreement identifying the restrictions applicable to the Award, if
      any.

              


      

      


      8.03         Rights as
Shareholder.  A Grantee
receiving a Performance Stock Award shall not be deemed the holder of any shares
covered by the Award, or have any rights as a shareholder with respect thereto,
until such shares are issued to him/her following the lapse of the applicable
restrictions, if any.

      


      IX.           PHANTOM
STOCK AWARDS.

      


      9.01         Administration.  Phantom
Stock Awards entitle a Grantee to receive cash payments based upon the Fair
Market Value of shares of Common Stock if predetermined conditions are
satisfied.  The Committee shall determine the eligible employees to
whom and the time or times at which Phantom Stock Awards will be made, the
number of shares to be covered by the Award, the time or times within which such
Awards may be subject to forfeiture and any other terms and conditions of the
Awards.  The Committee may condition the grant of a Phantom Stock
Award upon the attainment of Performance Goals so that the grant qualifies as
“performance-based compensation” within the meaning of Section 162(m) of the
Code.  The Committee may also condition the grant of a Phantom Stock
Award upon such other conditions, restrictions and contingencies as the
Committee may determine.  The provisions of Phantom Stock Awards need
not be the same with respect to each recipient.

      


      9.02         Terms and
Conditions.  Phantom Stock
Awards shall be subject to the following terms and conditions:

      


      
        	
                 
      

              	
                (a)

              	
                Until
      the applicable restrictions lapse or the conditions are satisfied, the
      Grantee shall not be permitted to sell, assign, transfer, pledge or
      otherwise encumber the Phantom Stock
Award.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Except
      to the extent otherwise provided in the applicable Award Agreement and (c)
      below, the portion of the Award still subject to restriction shall be
      forfeited by the Grantee upon termination of a Grantee’s service for any
      reason.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                In
      the event of hardship or other special circumstances of a Grantee whose
      employment is terminated (other than for cause), the Committee may waive
      in whole or in part any or all remaining restrictions with respect to such
      Grantee’s Phantom Stock Award.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                If
      and when the applicable restrictions lapse, the Company shall pay to
      Grantee an amount equal to the Fair Market Value of a share of Common
      Stock multiplied by the number of shares covered by the Award for which
      the restrictions have then lapsed.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Each
      Award shall be confirmed by, and be subject to the terms of, an Award
      Agreement identifying the restrictions applicable to the
      Award.

              


      

      


      9.03         Rights as
Shareholder.  A Grantee
receiving a Phantom Stock Award shall not be deemed the holder of any shares
covered by the Award, or have any rights as a shareholder with respect
thereto.

      


      X.           
CASH BONUS AWARDS.

      


      10.1         Administration.  The Committee may
establish Cash Bonus Awards either alone or in addition to other Awards granted
under the Plan.  The Committee shall determine the employees to whom
and the time or times at which Cash Bonus Awards shall be granted, and the
conditions upon which such Awards will be paid.  The maximum Cash
Bonus Award payable to an employee in any calendar year shall not exceed two
million dollars ($2,000,000).

      


      10.2         Terms and
Conditions.  Cash Bonus Awards shall be subject to the
following terms and conditions:

      
      

       

      
        	
                 
      

              	
                (a)

              	
                A
      Cash Bonus Award under the Plan shall be paid solely on account of the
      attainment of one or more preestablished, objective Performance
      Goals.  Performance Goals shall be based on one or more business
      criteria that apply to the individual, a business unit, or the Company as
      a whole.  It is intended that any Performance Goal will be in a
      form that relates the bonus to an increase in the value of the Company to
      its shareholders.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                Performance
      Goals shall be established in writing by the Committee not later than 90
      days after the commencement of the period of service to which the
      Performance Goal relates   The preestablished Performance
      Goal must state, in terms of an objective formula or standard, the method
      for computing the amount of compensation payable to any employee if the
      goal is attained.

              


      

       

      
      

      
        	
                 
      

              	
                (c)

              	
                Following
      the close of the performance period, the Committee shall determine whether
      the Performance Goal was achieved, in whole or in part, and determine the
      amount payable to each employee.

              


      

      


      10.3         Non-Exclusivity. This
Plan does not limit the authority of the Company, the Board or the Committee, or
any Subsidiary to award bonuses or authorize any other compensation to any
person.

      


      XI.           EFFECT
OF CORPORATE TRANSACTIONS.

      


      11.01       Merger, Consolidation or
Reorganization.  In the event of a merger, consolidation or
reorganization with another corporation in which the Company is not the
surviving corporation or a merger, consolidation or reorganization involving the
Company in which the Common Stock ceases to be publicly traded, the Committee
shall, subject to the approval of the Board, or the board of directors of any
corporation assuming the obligations of the Company hereunder, take action
regarding each outstanding and unexercised Award pursuant to either clause (a)
or (b) below:

      


      
        	
                 
      

              	
                (a)

              	
                Appropriate
      provision may be made for the protection of such Award by the substitution
      on an equitable basis of appropriate shares of the surviving or related
      corporation, provided that the excess of the aggregate Fair Market Value
      of the shares subject to such Award immediately before such substitution
      over the exercise price thereof is not more than the excess of the
      aggregate fair market value of the substituted shares made subject to
      Award immediately after such substitution over the exercise price thereof;
      or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Committee may cancel such Award.  In the event any Option or SAR
      is canceled, the Company, or the corporation assuming the obligations of
      the Company hereunder, shall pay the Grantee an amount of cash (less
      normal withholding taxes) equal to the excess of (i) the value, as
      determined by the Committee, of the property (including cash) received by
      the holder of a share of Company Stock as a result of such event over (ii)
      the exercise price of such option or the grant price of the SAR,
      multiplied by the number of shares subject to such Award.  In
      the event any other Award is canceled, the Company, or the corporation
      assuming the obligations of the Company hereunder, shall pay the Grantee
      an amount of cash or stock, as determined by the Committee, based upon the
      value, as determined by the Committee, of the property (including cash)
      received by the holder of a share of Company Stock as a result of such
      event. No payment shall be made to a Grantee for any Option or SAR if the
      purchase or grant price for such Option or SAR exceeds the value, as
      determined by the Committee, of the property (including cash) received by
      the holder of a share of Company Stock as a result of such
      event.

              


      

      


      11.02       Change in
Control.  Notwithstanding any provision in the Plan to the
contrary, unless the particular Award Agreement provides otherwise, the unvested
Awards held by each Grantee shall automatically become vested upon the
occurrence, before the expiration or termination of such Award, of a Change in
Control.  Further, the Committee shall have the right to cancel such
Awards and pay the Grantee an amount determined under Section 11.01(b)
above.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      XII.         MISCELLANEOUS.

      


      12.01       Withholding.  The
Company shall have the power and the right to deduct or withhold, or require a
Grantee to remit to the Company, an amount sufficient to satisfy Federal, state,
and local taxes (including the Grantee’s FICA obligation) required by law to be
withheld with respect to any taxable event arising as a result of this
Plan. With respect
to withholding required upon the exercise of Options or SARs, upon the lapse of
restrictions on Restricted Stock or the payment of Performance Stock, Grantees
may elect to satisfy the withholding requirement, in whole or in part, by having
the Company withhold shares having a Fair Market Value on the date the tax is to
be determined equal to the minimum statutory total tax that could be imposed on
the transaction.

      


      12.02       No Employment or Retention
Agreement Intended.  Neither the establishment of, nor the
awarding of Awards under this Plan shall be construed to create a contract of
employment or service between any Grantee and the Company or its Subsidiaries;
it does not give any Grantee the right to continued service in any capacity with
the Company or its Subsidiaries or limit in any way the right of the Company or
its Subsidiaries to discharge any Grantee at any time and without notice, with
or without cause, or to any benefits not specifically provided by this Plan, or
in any manner modify the Company’s right to establish, modify, amend or
terminate any profit sharing or retirement plans.

      


      12.03       Non-transferability of
Awards.  Any Award granted hereunder shall, by its terms, be
non-transferable by a Grantee other than by will or the laws of descent and
shall be exercisable during the Grantee’s lifetime solely by the Grantee or the
Grantee’s duly appointed guardian or personal
representative.  Notwithstanding the foregoing, the Committee may
permit a Grantee to transfer a Non-Qualified Stock Option or SAR to a family
member or a trust or partnership for the benefit of a family member, in
accordance with rules established by the Committee.

      


      12.04       Securities
Laws.  No shares of Common Stock will be issued or transferred
pursuant to an Award unless and until all then applicable requirements imposed
by Federal and state securities and other laws, rules and regulations and by any
regulatory agencies having jurisdiction, and by any exchanges upon which the
shares of Common Stock may be listed, have been fully met. As a condition
precedent to the issuance of shares pursuant to the grant or exercise of an
Award, the Company may require the Grantee to take any reasonable action to meet
such requirements. The Committee may impose such conditions on any shares of
Common Stock issuable under the Plan as it may deem advisable, including,
without limitation, restrictions under the Securities Act of 1933, as amended,
under the requirements of any exchange upon which such shares of the same class
are then listed, and under any blue sky or other securities laws applicable to
such shares. The Committee may also require the Grantee to represent and warrant
at the time of issuance or transfer that the shares of Common Stock are being
acquired only for investment purposes and without any current intention to sell
or distribute such shares.

      


      12.05       Dissolution or
Liquidation.  Upon the dissolution or liquidation of the
Company, any outstanding Awards theretofore granted under this Plan shall be
deemed canceled.

      


      12.06       Controlling
Law.  The law of the State of Wisconsin, except its law with
respect to choice of law, shall be controlling in all matters relating to the
Plan.

      


      12.07       Termination and Amendment of
the Plan.  The Plan will expire ten (10) years after the
Effective Date, solely with respect to the granting of Incentive Stock Options
or such later date as may be permitted by the Code for Incentive Stock
Options.  The Board may from time to time amend, modify, suspend or
terminate the Plan; provided, however, that no such action shall (a) impair
without the Grantee’s consent any Award theretofore granted under the Plan or
(b) be made without shareholder approval where such approval would be required
as a condition of compliance with the Code or other applicable laws or
regulatory requirements.  Absent shareholder approval, neither the
Committee nor the Board shall have any authority, with or without the consent of
a Grantee, to “reprice” an Award after the date of its initial grant with a
lower exercise price in substitution for the original exercise
price.