AGREEMENT

Exhibit 10.1

AGREEMENT

THIS AGREEMENT made and entered into as of the ___ day of ______, 2005, by and between Modine Manufacturing Company, a Wisconsin corporation, having its principal place of business in Racine, Wisconsin (the “Company”), and ____________ of __________________ (the “Executive”).

WHEREAS, the Company desires to engage the Executive and Executive is desirous of committing himself to serve the Company for the period and on the terms herein provided.

WHEREAS, on the date hereof, the Company and Executive have entered into a Change in Control and Termination Agreement (the “Change in Control Agreement”).

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements of the parties herein contained, the parties hereto agree as follows:

I.   Employment; Period of Employment .

The period of employment shall be the period beginning on the date hereof and terminating on the date 36 months after such date (the "Term"), provided that for each day from and after the date hereof the Term will automatically be extended for an additional day, unless either Employer or Executive has given written notice to the other party of its or his election to cease such automatic extension, in which case the Term shall be the 36-month period beginning on the date such notice is received by such other party.

2.01   It is contemplated that during the Period of Employment, the Executive shall continue to serve as a principal officer of the Company; currently __________________. At all times during the Period of Employment, Executive shall hold a position of responsibility and importance with duties and responsibilities at least equal in scope, responsibility and importance to and commensurate with the position of ______________.

2.02   Throughout the Period of Employment the Executive shall devote his full time and undivided attention during normal business hours to the business and affairs of the Company except for reasonable vacations. The office of the Executive shall be located at the principal offices of the Company within the Racine, Wisconsin, area and the Executive shall not be required to locate his office elsewhere without his prior written consent.

III.   Compensation; Compensation Plans; Perquisites .

3.01   (a)   For all services rendered by the Executive during the Period of Employment, Executive shall be paid as compensation:

(i)   A base salary (the Minimum Base Salary), payable not less often than monthly, of no less than $________ per year, with such increases in such rate as shall be awarded from time to time in accordance with the Company's regular administrative practices or other salary increases applicable to Executives of the Company in effect on the date of this Agreement; and

(ii)   An annual incentive award or bonus under the Company's Management Incentive Plan, or such equivalent successor plan as may be adopted by the Company.

3.02   During the Period of Employment the Executive shall be and continue to be a full participant in the Modine Manufacturing Company 2002 Incentive Compensation Plan and in any and all other executive incentive plans in which executives of the Company participate that are in effect on the date hereof and that may hereafter be adopted, including, without limitation, any stock option, stock purchase, stock appreciation right plans, restricted stock plans, or equivalent successor plans that may be adopted by the Company, with at least the same reward opportunities that have heretofore been provided. Nothing in this Agreement shall preclude improvement of reward opportunities in such plans or other plans in accordance with the present practice of the Company.

3.03   During the Period of Employment, the Executive shall be entitled to participate in the executive perquisites of the Company as determined by the Board of Directors for key employees, including without limitation, an office, secretarial and clerical services, paid annual Mayo Clinic Visits and income tax and estate planning services.

4.01   The Executive, his dependents and beneficiaries, including, without limitation, any beneficiary of a joint and survivor or other optional method of payment applicable to the payment of benefits under the current disability plans of the Company, shall be entitled to all payments and benefits and service credit for benefits during the Period of Employment to which officers of the Company, their dependents and beneficiaries, are entitled as the result of the employment of such officers under the terms of employee plans and practices of the Company, including, without limitation, 401(k) plan, death benefit plans (consisting of its Group Insurance Plan for Management Employees providing term life insurance and travel accident insurance), its disability benefit plans (consisting of its Income Protection Plan providing salary continuation, sickness and accident and long-term disability benefits), its medical, dental and health and welfare plans and other present or equivalent successor plans and practices of the Company, for which officers, their dependents and beneficiaries, are eligible, and to all payments or other benefits under any such plan or practice subsequent to the Period of Employment as a result of participation in such plan or practice during the Period of Employment.

amending or terminating any employee benefit plan or practice, but, it being the intent of the parties that the Executive shall continue to be entitled during the Period of Employment to perquisites as set forth in paragraph 3.03 above and to benefits and service credit for benefits under paragraph 4.01 above through the Period of Employment hereunder.

V.   Supplemental Retirement Benefit .

Since certain limitations are placed on the amount of benefits receivable by participants under the Company's disability plan by the Internal Revenue Code, and on the amounts contributable to the Company's 401(k) Plan under Article 5 of such plan, the Company shall provide the Executive and his beneficiaries with benefits equal to the benefits lost under those plans as a result of these limitations. Payments of such supplemental retirement benefits shall be made to the Executive or his beneficiaries in a manner consistent with the elections available under the plans providing such benefits.

VI.   Effect of Death or Disability .

6.01   In the event of the death of the Executive during the Period of Employment, the legal representative of the Executive shall be entitled to the compensation provided for in paragraph 3.01 above for the month in which death occurred.

6.02   (a)   The term “Disability” as used in this Agreement shall mean an illness or accident occurring during the Period of Employment which prevents the Executive from performing his duties under this Agreement.

(b)   In the event of the Disability of the Executive during the Period of Employment, the Executive shall be entitled for a period of twelve (12) months to the benefits provided for in paragraph 3.01(a)(i) and 3.01(a)(ii) above, at the rate being paid at the time of the commencement of Disability. After a disability period of twelve (12) months, the Executive shall receive disability payments of 60% of the monthly compensation set forth in paragraphs 3.01(a)(i) and 3.01(a)(ii) less the amount of any Company group insured long-term disability benefits he receives. These disability payments are to continue to be paid to the Executive until the end of the Period of Employment. This shall not preclude the Executive from receiving disability benefits after the Period of Employment under the Company's group long-term disability plan.

7.01   The Company may at its option terminate this Agreement at any time during the term hereof, with or without cause. In the event of a Termination, as defined in paragraph 7.03 below, during the Period of Employment, the provisions of

this Section VII shall apply. Any provision of this Agreement to the contrary notwithstanding, the payments, benefits, service credit for benefits and other matters provided in this Section VII in the event of such a Termination are in addition to any such items provided by Section V.

7.02   In the event of a Termination, the Company shall, as liquidated damages, severance pay, and payment for services rendered in the past, pay to the Executive an amount equal to the Average Annual Earnings of the Executive during the remainder of the Period of Employment. During the period that payments provided in this paragraph 7.02 are required, the Executive, his dependents and beneficiaries shall continue to be entitled to all benefits under employee benefit plans of the Company as if Executive was still employed and the period in which such payments are provided shall be continued service with the Company for the purpose of continued credits under the employee benefits plans and for purposes of determining payments and other rights in respect of awards made or accrued prior to termination under the executive incentive plans referred to in paragraph 3.02; provided, however, if continued participation in any one or more of s