|
Exhibit
10.1
MODINE MANUFACTURING COMPANY
RETIREMENT AGREEMENT
THIS
AGREEMENT is made and entered into by and between Modine
Manufacturing Company, a Wisconsin corporation, having its
principal place of business in Racine, Wisconsin (the
"Company"), and David B. Rayburn of Racine, Wisconsin (the
"Executive").
WHEREAS,
the Company and Executive have entered into an employment
agreement dated as of June 15, 2007 (the "Employment
Agreement"); and
WHEREAS,
the Executive served as President and Chief Executive Officer
of the Company; and
WHEREAS,
the Company and the Executive have discussed Executive's
retirement from the Company and the terms and conditions that
would be applicable thereto; and
WHEREAS,
the parties wish to enter into this Agreement to finalize all
such terms and conditions;
NOW,
THEREFORE, in consideration of the Executive’s past
service and of the mutual promises herein made and other good
and valuable consideration, the parties agree as
follows:
1.
Retirement
. The Executive has agreed to retire from all
officer and director positions with the Company and its
subsidiaries, and to retire as an employee of the Company,
effective as of March 31, 2008 (the “Retirement
Date”). The Company has accepted Executive's
retirement. The Executive shall continue to receive
his current base salary and all qualified and nonqualified
pension and welfare benefits to which he is entitled as a
full-time executive employee of the Company until the
Retirement Date.
2.
Special
Retirement Benefit . In lieu of any other
amounts payable under the Employment Agreement or under any
other severance plan or program of the Company or its
affiliates, the Company shall provide Executive with special
retirement payments and benefits as set forth in the attached
schedule (the “Special Retirement Benefit
Schedule”) based upon a March 31, 2008 termination date
(the “Special Retirement Benefit”). The
benefits and payments set forth in the Special Retirement
Benefit Schedule are further described in Sections 3 through 8
below. The Executive specifically waives and
releases any claims under the Employment Agreement or any
other severance plan or program of the Company or any of its
affiliates. The Special Retirement Benefit shall not be taken
into account under any other pension, savings or welfare
benefit plan that bases benefits on
compensation. The Special Retirement Benefit will
be paid or provided to Executive at the times as specified in
the Special Retirement Benefit Schedule, provided the
Executive has not revoked this Agreement as provided in
Section 11(d). If the Executive dies prior to
receiving all of the Special Retirement Benefits, any unpaid
payments will be made to the Executive’s
estate.
3.
Base
Pay . For the period from April 1, 2008
until October 1, 2010 (thirty (30) months), the Company shall
pay Executive bi-weekly an amount equivalent to
Executive’s current bi-weekly salary. All
legally required taxes will be deducted from the above
sums. It is expressly agreed that all payments as
described above are being allocated for purposes of
unemployment compensation to each of the applicable pay
periods.
4.
Equity
Awards . With respect to previous grants to
Executive under the Company’s equity incentive plans as
approved by the Board of Directors and shareholders of the
Company, the Officer Nomination and Compensation Committee has
consented to Executive’s early retirement, so that
Executive’s previously granted restricted stock awards
shall vest to Executive and be free of any restrictions as of
the date the revocation period set forth in Section 11(d) has
expired. In accordance with their terms,
Executive's previously granted stock options may be exercised
up to the earlier of ten (10) years from the date of grant or
three (3) years following Executive's Retirement Date.
Any incentive
stock options must be exercised within 90 days of the
Executive's Retirement Date in order to be considered
incentive stock options; thereafter, the stock options will be
treated as non-qualified stock options.
5.
Financial and
Tax Planning; Executive Physical . The
Company will continue to pay for reasonable financial planning
and tax preparation services for Executive through and until
March 31, 2009. Executive is eligible and covered
for one additional medical exam at Mayo Clinic in Rochester,
MN or Jacksonville, FL or Froedtert/Medical College of
Wisconsin, at his election, under the Company’s
executive medical program between the date hereof and December
31, 2008 which Executive shall schedule through the
Company’s normal process for such
exams. Executive will be responsible for his own
transportation to the medical exam.
6.
401(k), Deferred
Compensation, Pension Plan and Other Benefits
.
The Executive’s rights and benefits under the Modine
401(k) Retirement Savings Plan for Salaried Employees, the
Modine Deferred Compensation Plan and the Modine Non-Union
Hourly and Salaried Employee Pension Plan (the “Pension
Plan”) are governed by the provisions of those
plans.
7.
Salary
Continuation; Life Insurance; Long-Term Disability
Benefits . Given Executive’s
retirement from the Company, effective as of the Retirement
Date, Executive shall cease to be eligible for salary
continuation, life insurance and Long-Term Disability Benefits
generally provided by
| 
