EXHIBIT (d)(2)
TRANSPRO, INC. 1995 STOCK PLAN
FORM OF OPTION AGREEMENT
TRANSPRO, INC.
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NON-QUALIFIED OPTION
TO PURCHASE STOCK PURSUANT TO 1995 STOCK PLAN
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______ Shares [date], 2002
TransPro, Inc., a Delaware corporation (hereinafter called the "Company"),
pursuant to its 1995 Stock Plan (hereinafter called the "Plan"), a copy of which
is attached hereto as Exhibit A and is incorporated herein by reference, hereby
awards unto ____________ (hereinafter called the "Employee") a non-qualified
option to purchase _____ shares of Common Stock, par value $.01 per share, of
the Company at a price of $_____ per share, on the terms and subject to the
conditions hereinafter set forth:
1. The number of shares and purchase price are subject to adjustments as
provided in Section 7 of the Plan.
2. The Employee agrees to remain in the employ of the Company or of a
subsidiary thereof until ________, 2003, but this provision shall not affect in
any way any right of the Company or any such subsidiary to terminate the
Employee's employment at any time.
3. This option shall expire on the second day after the tenth anniversary
of the date hereof and shall be exercisable to the extent of one-third after
_______, 2003, two-thirds after ______, 2004 and entirely after ______, 2005.
Notwithstanding the foregoing, if (i) any "person", as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), (other than the Company, any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, or any corporation
owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of the stock of the
Company), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Company
representing 30% or more of the combined voting power of the Company's then
outstanding securities, (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board, and any
new director (other than a director designated by a person who has entered into
an agreement with the Company to effect a transaction described in clause (i),
(iii) or (iv) of this paragraph) whose election by the Board or nomination for
election by the Company's stockholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were directors
at the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute at least a majority
thereof, (iii) the stockholders of the Company approve a merger or consolidation
of the Company with any other corporation, other than (a) a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 80% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation or (b) a merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction) in which
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no "person" (as hereinabove defined) acquires more than 30% of the combined
voting power of the Company's then outstanding securities, or (iv) the
stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets, then from and after the date on which
public announcement of the acquisition of such percentage shall have been made,
or the date on which the change in the composition of the Board set forth above
shall have occurred, or the date of any such stockholder approval (any such date
being referred to herein as the "Acceleration Date"), this option shall be
exercisable in full, whether or not otherwise exercisable.
4. If the employee's employment by the Company or any subsidiary thereof
terminates for any reason (it being understood that a transfer of employment
from the Company to a subsidiary or from a subsidiary to the Company or between
subsidiaries shall not be deemed a termination of employment for the purposes of
this paragraph), this option may be exercised within three (3) months after such
termination of employment. If the Employee shall die within such three (3) month
period or if the termination of the Employee's employment shall have been due to
his or her death, this option may be exercised at any time within one (1) year
after his or her death by his or her executor or administrator or by the
distributee or legatee to whom this option may have been transferred by will or
the laws of descent and distribution. Except as permitted by this paragraph, no
option shall be exercisable after the date of termination of the Employee's
employment. Anything herein to the contrary notwithstanding, this option may in
no event be exercised subsequent to the second day after the tenth anniversary
of the date hereof and may be exercised only if it would have been exercisable
by the Employee on the date of the termination of his or her employment.
Notwithstanding anything to the contrary herein, if upon the Employee's
termination of employment the Employee becomes a senior management consultant to
the Company and/or its subsidiaries under a post-employment consulting
arrangement, this option shall continue to vest under its original vesting
schedule set forth in paragraph 3 hereof, and may be exercised by the Employee,
during the period ending on the earliest of (i) the ninetieth (90th) day
following the date that the Employee permanently ceases to render consulting
services to the Company and/or its subsidiaries, for any reason other than
cessation by reason of death, under a post-employment consulting arrangement,
(ii) the date that is one year after the date described in clause (i) if the
Employee ceases to render consulting services on account of his or her death (in
which case this option may be exercised by the Employee's executor or
administrator or by his or her distributee to whom this option may have been
transferred by will or by the laws of descent and distribution, but only to the
extent that it was exercisable on the date of the Employee's death), or (iii)
the date that is the five-year anniversary of the date the Employee terminates
employment with the Company and its subsidiaries; provided that this provision
shall not extend the period during which this option may be exercised beyond the
date it expires by its terms.
5. During the lifetime of the Employee, this option and any related Right
or Limited Right (as such terms are defined in paragraphs 8 and 10 hereof,
respectively) are exercisable only by him or her and neither this option nor
such related Right or Limited Right nor any right or privilege pertaining
thereto may be transferred, assigned, pledged or hypothecated in any way, by
operation of law or otherwise, and shall not be subject to execution, attachment
or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or
otherwise dispose of this option, such related Right or Limited Right or any
right or privilege pertaining thereto, otherwise than by will or by the laws of
descent and distribution, or upon the levy of any execution, attachment or
similar process thereupon, this option, such related Right and Limited Right,
and all rights and privileges given hereby shall immediately become null and
void. Notwithstanding any other provision hereof or of the Plan, no Right
granted pursuant to Section 5(f) of the Plan may be exercised at a time when any
Limited Rights held by the holder of such Right may be exercised.
6. This option may be exercised only by the execution and delivery to the
Company of a
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written notice in the form attached hereto as Exhibit B (with appropriate
changes in the case of a deceased optionee) duly completed and accompanied by
payment in full for the shares purchased either (i) in cash (including check,
bank draft or money order, or wire or transfer of funds, or advice of credit to
the Company); (ii) by the delivery of such number of shares of the Company's
Common Stock owned by Employee for at least 6 months as will, when multiplied by
the last sale price of such Common Stock on the New York Stock Exchange on the
day such notice is received by the Company (or if no sale of such Common Stock
shall have been made on such Exchange on that date, on the next preceding day on
which there was a sale), equal the product of the option price stated in this
option multiplied by the number of shares subject to that portion of this option
in respect of which such notice shall be given; or (iii) any combination of cash
and shares of the Company's Common Stock valued as of the date and in the manner
provided in (ii) above which in the aggregate are equal in value to payment in
full for the shares purchased. No fractional share of Common Stock shall be
issued or transferred and any such fractional share shall be eliminated by the
optionee paying the Company in cash an amount necessary to round the fraction up
to a full share.
7. The provisions hereof shall be subject to all the terms, provisions and
conditions of the Plan (as amended from time to time by the Board of Directors
of the Company within the limitations permitted by the Plan) and the rules and
regulations relating to the Plan prescribed by the Management Compensation and
Nominating Committee (the "Committee") of the Company, and this option and the
Plan and said rules and regulations relating thereto shall be construed as one
instrument and in the event of any inconsistency the provisions of the Plan as
interpreted and construed by the Committee shall control.
8. The Employee (or any person entitled to act under paragraph 4 hereof)
shall have the right (the "Right"), prior to exercising this option, in whole or
in part, to request that the Company purchase all or any portion of this option
as shall then be exercisable, at a price equal to the difference between (i) an
amount equal to the option price stated in this option multiplied by the number
of shares subject to that portion of this option in respect of which such
request shall be made, and (ii) an amount equal to such number of shares
multiplied by the last sale price of the Company's Common Stock on the New York
Stock Exchange on the day such request is received by the Company (or in the
event no sale of the Company's Common Stock shall have been made on such
Exchange on that date, on the next preceding day on which there was such a
sale). The Company shall have no obligation to make any purchase pursuant to
such request, but if it elects to do so, such portion of this option as to which
such request is made shall be surrendered to the Company. The purchase price for
the portion of this option so to be surrendered shall be paid by the Company, at
its election, either in cash or in shares of the Company's Common Stock (valued
as of the date and in the manner provided in clause (ii) above), or in any
combination of cash and Common Stock, which may consist either in whole or in
part of shares of the Company's authorized but unissued Common Stock or shares
of the Company's Common Stock held in its treasury. No fractional share of
Common Stock shall be issued or transferred and any such fractional share shall
be disregarded.
9. It shall be a condition to the obligation of the Company to issue or
transfer shares of Common Stock upon the exercise of this option or to the
payment of the purchase price of this option by the Company, whether such
purchase price is paid in shares of Common Stock or cash, that the Employee (or
any person entitled to act under paragraph 4 hereof) pay to the Company, upon
its demand, such amount as may be requested by the Company for the purpose of
satisfying its liability to withhold federal, state or local income or other
taxes incurred by the Company by reason of the exercise of this option. If the
amount requested is not paid, the Company may refuse to issue or transfer shares
of Common Stock upon exercise of this option or to pay such purchase price.
10. (a) The Employee (or any person entitled to act under paragraph 4
hereof) shall have a
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limited stock appreciation right (the "Limited Right") which shall automatically
be exercised on an Acceleration Date (as defined in paragraph 3 hereof). Each
Limited Right shall be exercisable only if, and to the extent that, this option
is exercisable, provided, that no Limited Right may be exercised until six
months from the date hereof. Upon the exercise of a Limited Right, this option
shall cease to be exercisable to the extent of the shares of Common Stock with
respect to which such Limited Right is exercised, but shall be considered to
have been exercised to that extent for purposes of determining the number of
shares of Common Stock available for the grant of further stock options and
stock appreciation rights pursuant to the Plan. Upon the exercise or termination
of this option, the Limited Right shall terminate to the extent of the shares of
Common Stock with respect to which the option was exercised or terminated.
(b) Upon the exercise of the Limited Right, the holder thereof shall
receive in cash whichever of the following amounts is applicable:
(i) in the case of an exercise of the Limited Right by reason of an
acquisition of Common Stock described in clause (i) of paragraph 3
hereof, an amount equal to the Acquisition Spread (as defined in
Section 14(d) of the Plan);
(ii) in the case of an exercise of the Limited Right by reason of
the change in composition of the Board of Directors described in clause
(ii) of paragraph 3 hereof, an amount equal to the Spread (as defined
in Section 14(e) of the Plan);
(iii) in the case of an exercise of the Limited Right by reason of
stockholder approval of an agreement described in clause (iii) of
paragraph 3 hereof, an amount equal to the Merger Spread (as defined in
Section 14(g) of the Plan); or
(iv) in the case of an exercise of the Limited Right by reason of
stockholder approval of a plan or agreement described in clause (iv) of
paragraph 3 hereof, an amount equal to the Liquidation Spread (as
defined in Section 14(i) of the Plan).
TRANSPRO, INC.
By:
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Member, Management Compensation
and Nominating Committee
The foregoing option is hereby accepted on the terms and conditions set
forth therein.
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Employee's Signature
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Employee's Social Security Number
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Exhibit B
NON-QUALIFIED OPTION
1995 STOCK PLAN
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Date
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Treasurer
TransPro, Inc.
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I hereby exercise the non-qualified stock option granted to ____________________
as of _______________, 200__ under the 1995 Stock Plan of TransPro, Inc. (the
"Company"), to the extent of _______ shares of Common Stock of the Company (the
"Purchased Shares") at the option price of $__________ per share, for a total
exercise cost of $_________ .
In payment of the option price for the Purchased Shares, I am enclosing the
following:
A. Cash represented by a (personal check) (bank cashier's check) (money
order)* payable to the order of the Company in the amount of $______ **, or
B. _______ shares of the Company's Common Stock owned by me for at least 6
months having an aggregate fair market value to be determined by the last
sale price of the Company's Common Stock on the New York Stock Exchange on
the date of receipt at the corporate office of the Company of this Exhibit
B and the aforementioned shares plus cash, if any, required (i) to complete
the full purchase price and/or (ii) in respect to any fractional share,
represented by a (personal check) (bank cashier's check) (money order)*
payable to the order of the Company in the amount of $_________.
If the aggregate value of the Common Stock tendered herewith plus the amount of
any cash do not constitute the full purchase price for the Purchased Shares, I
agree to deliver cash represented by a personal check, bank cashier's check or
money order payable to the order of the Company for the balance due promptly
after I am notified by you.
I understand that all shares issuable to me upon the exercise of said stock
option have been registered by the Company with the United States Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, and
acknowledge receipt of the current prospectus relating to said shares. If I am
an affiliate of the Company as defined in said Act, I also hereby
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agree that any sale of said shares by me will be made only in the manner set
forth in said prospectus.
Very truly yours,
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Address:
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(Witness)
* Strike out words that are not applicable
** Payment of option price may also be made by a transfer of funds or an
irrevocable credit to an authorized bank account of the Company; in such
case, the foregoing exercise of the option will be effective on the date of
such transfer or credit.