Exhibit 10.1 - Form of Change in Control Agreement


    Exhibit
      10.1

    


    CHANGE
      IN CONTROL AND TERMINATION AGREEMENT

    


    Modine
      Manufacturing Company, a Wisconsin corporation (“Employer”) and _____________
      (“Executive”) entered into a Change in Control and Termination Agreement,
      effective as of, 2005 (“Agreement”), and such Agreement is hereinafter set
      forth.

    WITNESSETH:

    WHEREAS,
      Executive is currently employed by Employer as its _____________
      ___________.

    WHEREAS,
      Employer desires to provide security to Executive in connection with Executive's
      employment with Employer in the event of a Change in Control affecting Employer;
      and

    WHEREAS,
      Executive and Employer desire to enter into this Agreement pertaining to the
      terms of the security Employer is providing to Executive with respect to his
      employment in the event of a Change in Control;

    NOW,
      THEREFORE, in consideration of the mutual covenants and promises contained
      herein, and other good and valuable consideration, the receipt of which is
      hereby acknowledged, the parties agree as follows:

    1. Term.
      The
      term of this Agreement 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. Notwithstanding the above,
      this Agreement shall automatically be terminated without further notice by
      either Executive or employer, upon the occurrence of either the following events
      so long the event occurred in advance of and was unrelated to a
      Change-in-Control: (1) Termination of Executives employment with employer;
      or
      (2) a significant, negative change in the nature or scope of Executive’s
      authorities, title or duties.

    2. Definitions.
      For
      purposes of this Agreement:

    (a) “Actual
      Bonus” shall mean the amount of Executive’s incentive bonus compensation
      actually payable for a calendar year under an incentive compensation plan
      maintained by Employer; provided, however, that such amount shall in no event
      be
      less than the highest amount payable to Executive at any time during the
      Term.

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

    (c) "Base
      Salary" shall mean Executive's per annum base salary at the rate in effect
      on
      the date of a termination of employment under circumstances described in
      subsections 3(a) or (b) below; provided, however, that such rate shall in no
      event be less than the highest rate in effect for Executive at any time during
      the Term.

    (d) "Beneficiary"
      shall mean the person or entity designated by Executive, by written instrument
      delivered to Employer, to receive the benefits payable under this Agreement
      in
      the event of his death. If Executive fails to designate a Beneficiary, or if
      no
      Beneficiary survives Executive, such death benefits shall be paid:

    
      	 	 	
              (i)

            	
              to
                his surviving spouse; or

            


    

    
      	 	 	
              (ii)

            	
              if
                there is no surviving spouse, to his living descendants per stirpes;
                or

            


    

    
      	 	 	
              (iii)

            	
              if
                there is neither a surviving spouse nor descendants, to his duly
                appointed
                and qualified executor or personal
                representative.

            


    

    (e) A
      "Change
      in Control" shall be deemed to take place on the occurrence of any of the
      following events:

    (1) The
      commencement by an entity, person or group (other than Employer or an Affiliate
      or Associate) of a tender offer for at least 30% of the outstanding capital
      stock of Employer entitled to vote in elections of directors ("Voting
      Power");

    (2) The
      effective time of (i) a merger or consolidation of Employer with one or more
      other corporations as a result of which the holders of the outstanding Voting
      Power of Employer 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 Substantial
      Portion of the Property, of Employer other than to an entity of which Employer
      owns at least 50% of the Voting Power; or

    (3) During
      any period of 24 months that ends during the Term, regardless of whether such
      period commences before or after the effective date of this Agreement, the
      persons who at the beginning of such 24-month period were directors of Employer
      cease for any reason to constitute at least a majority of the Board of Directors
      of Employer.

    (f) “Code”
      shall mean the Internal Revenue Code of 1986, as amended.

    (g) “Defined
      Contribution Plan” shall mean a defined contribution plan as defined in Section
      3(34) of the Employee Retirement Income Security Act of 1974, as amended
      (“ERISA”).

    (h) “Five-Year
      Average Actual Bonus” shall mean the average of Executive’s Actual Bonuses
      (determined without reference to the proviso in subsection 2(a)) payable
      for the five-year period ending on December 31 of the calendar year
      immediately preceding the calendar year of Executive’s termination of
      employment.

    (i) “Five-Year
      Average Base Salary” shall mean the average of Executive’s per annum Base Salary
      (determined without reference to the proviso in subsection 2(c)) payable
      for the five-year period ending on December 31 of the calendar year
      immediately preceding the calendar year of Executive’s termination of
      employment.

    (j) "Good
      Cause" shall be deemed to exist if, and only if:

    (1) Executive
      engages in an act of dishonesty constituting a felony that results or is
      intended to result directly or indirectly in gain or personal enrichment at
      the
      expense of Employer; or 

    (2) Executive
      breaches any provision of Section 8 (relating to confidential information),
      and such breach results in a demonstrably material injury to
      Employer.

    (k) “Good
      Reason” shall be deemed to exist if, and only if:

    
      	 	
              (1)

            	
              there
                is significant change in the nature or the scope of Executive’s
                authorities or duties;

            


    

    
      	 	
              (2)

            	
              there
                is significant reduction in Executive’s Base Salary, his opportunity to
                earn a bonus under an incentive bonus compensation plan maintained
                by
                Employer or his benefits; or

            


    

    
      	 	
              (3)

            	
              Employer
                changes by 100 miles or more the principal location in which Executive
                is
                required to perform services.

            


    

    (l) "Severance
      Period" shall mean the period beginning on the date Executive's employment
      with
      Employer terminates under circumstances described in subsection 3(a) and ending
      on the date 24 months thereafter.

    (m) "Substantial
      Portion of the Property of Employer" shall mean 50% of the aggregate book value
      of the assets of Employer and its Affiliates and Associates as set forth on
      the
      most recent balance sheet of Employer, prepared on a consolidated basis, by
      its
      regularly employed, independent, certified public accountants.

    (n) “Target
      Bonus” shall mean the amount of Executive’s target annual incentive bonus
      compensation for the calendar year in which the date of a termination of
      employment under circumstances described in subsection 3(a) below occurs, under
      the incentive bonus compensation plan maintained by Employer for such year;
      provided, however, that such amount shall in no event be less than the highest
      amount in effect for Executive at any time during the term.

    (o) "Welfare
      Plan" shall mean any health and dental plan, disability plan, survivor income
      plan or life insurance plan, as defined in Section 3(1) of ERISA, currently
      or
      hereafter made available by Employer in which Executive is eligible to
      participate.

    3. Benefits
      Upon Termination of Employment.
      (a) The
      following provisions will apply if a Change in Control occurs during the Term,
      and (i) at any time during the 24 months after the Change in Control occurs
      (whether during or after the expiration of the Term), the employment of
      Executive with Employer is terminated by Employer for any reason other than
      Good
      Cause, or Executive terminates his employment with Employer for Good Reason,
      or
      (ii) at any time during the thirteenth month after the Change in Control
      occurs (whether during or after the expiration of the Term), Executive
      terminates his employment with Employer for any reason:

    (1) Employer
      shall pay Executive an amount equal to two times the greater of: (A) the
      sum of Executive’s Base Salary and Target Bonus, or (B) the sum of
      Executive’s Five-Year Average Base Salary and Five-Year Average Actual Bonus.
      Such amount shall be paid to Executive in a lump sum within 60 days after his
      date of termination of employment.

    (2) Employer
      shall pay Executive an amount equal to the pro rata portion of the Target Bonus
      that is applicable to the period commencing on the first day of the calendar
      year in which the employment of Executive is terminated and ending on the date
      of such termination. Such amount shall be paid to Executive in a lump sum within
      60 days after his date of termination of employment.

    (3)  (A) For
      each
      calendar year ending during the Severance Period, Employer shall pay to
      Executive a Supplemental Defined Contribution Benefit in an amount equal to
      the
      amount determined pursuant to clause (i) below less the amount determined
      pursuant to clause (ii) below:

    (i) the
      amount that would have been allocated to Executive’s accounts under all Defined
      Contribution Plans (“Accounts”) during such calendar year, assuming
      (A) that the amount of Executive’s elective deferrals (as defined in
      Section 402(g)(3) of the Code) equals the amount of such elective deferrals
      Executive authorized in the calendar year immediately preceding the calendar
      year in which the date of commencement of the Severance Period occurs;
      (B) that all Employer contributions (except elective deferrals as defined
      in Section 402(g)(3) of the Code) were allocated to Executive’s Accounts during
      such calendar year, in the amount that would have been allocated on behalf
      of
      Executive had Executive been actively employed during such calendar year; and
      (C) that Executive’s rate of compensation (as defined in the applicable
      Defined Contribution Plan for purposes of determining Employer contributions)
      during such calendar year is identical to such rate of compensation on the
      date
      immediately preceding his termination of employment;

    (ii) the
      amount, if any, actually allocated to Executive’s Accounts during such
      year;

    (B) Each
      Supplemental Defined Contribution Benefit shall be paid to Executive in a lump
      sum no later than 60 days after the end of each applicable calendar year during
      the Severance Period;

    (C) In
      the
      event of Executive’s death prior to the end of the Severance Period, the
      Supplemental Defined Contribution Benefit shall continue to accrue for the
      duration of the Severance Period on the same basis as if Executive had not
      died.
      Such Supplemental Defined Contribution Benefit shall be payable to Executive’s
      Beneficiary at the same time and manner as such Benefit would have been paid
      to
      Executive.

    (4) If
      upon
      the date of termination of Executive's employment Executive holds any options
      with respect to stock of Employer, all such options will immediately become
      vested and exercisable upon such date and will be exercisable for 36 months
      thereafter. Any restrictions on stock of Employer owned by Executive on the
      date
      of termination of his employment will lapse on such date.

    (5) During
      the Severance Period, Executive and his spouse and other dependents will
      continue to be covered by all Welfare Plans maintained by Employer in which
      he
      and his spouse and other dependents were participating immediately prior to
      the
      date of his termination as if he continued to be an employee of Employer and
      Employer will continue to pay the costs of coverage of Executive and his spouse
      and other dependents under such Welfare Plans on the same basis as is applicable
      to active employees covered thereunder; provided that, if participation in
      any
      one or more of such Welfare Plans is not possible under the terms thereof,
      Employer will provide substantially identical benefits. For purposes of the
      continuation of Executive’s group health plan coverage required under Code
      Section 4980B, to the extent permitted by the applicable group health plan,
      (i)
      the period of extended coverage referred to in Code Section 4890B(f)(2)(B)(i)(I)
      shall commence on the first date that follows the end of the Severance Period,
      and (ii) the applicable notice period provided under Code Section
      4980B(f)(6)(B) shall commence on the first date that follows the end of the
      Severance Period.

    (b) If
      the
      employment of Executive with Employer is terminated by Employer or Executive
      other than under circumstances set forth in subsection 3(a), Executive's Base
      Salary shall be paid through the date of his termination, and Employer shall
      have no further obligation to Executive or any other person under this
      Agreement. Such termination shall have no effect upon Employee's other rights,
      including but not limited to, rights under the Welfare Plans.

    (c) Notwithstanding
      anything herein to the contrary, in the event Employer shall terminate the
      employment of Executive for Good Cause hereunder, Employer shall give Executive
      at least thirty (30) days prior written notice specifying in detail the reason
      or reasons for Executive's termination.

    (d)
       This
      Agreement shall have no effect, and Employer shall have no obligations
      hereunder, if Executive's employment terminates for any reason at any time
      other
      than during the 24 months following a Change in Control.

    4.
      Excise
      Tax.
      (a) In
      the event that a Change in Control shall occur, and a final determination is
      made by legislation, regulation, ruling directed to Executive or Employer,
      by
      court decision, or by independent tax counsel described in subsection (b) next
      below, that the aggregate amount of any payment made to Executive (1) hereunder,
      and (2) pursuant to any plan, program or policy of Employer in connection with,
      on account of, or as a result of, such Change in Control (“Total Payments”) will
      be subject to the excise tax provisions of Section 4999 of the Code, or any
      successor section thereof, Executive shall be entitled to receive from Employer,
      in addition to any other amounts payable hereunder, a lump sum payment (the
      “Gross-Up Payment”), sufficient to cover the full cost of such excise taxes and
      Executive’s federal, state and local income and employment taxes on this
      additional payment, so that the net amount retained by Executive, after the
      payment of all such excise taxes on the Total Payments, and all federal, state
      and local income and employment taxes and excise taxes on the Gross-Up Payment,
      shall be equal to the Total Payments. The Total Payments, however, shall be
      subject to any federal, state and local income and employment taxes thereon.
      For
      this purpose, Executive shall be deemed to be in the highest marginal rate
      of
      federal, state and local taxes. The Gross-Up Payment shall be made at the same
      time as the payments described in subsections 3(a)(1) and (2)
      above.

    (b) Employer
      and Executive shall mutually and reasonably determine the amount of the Gross-Up
      Payment to be made to Executive pursuant to the preceding subsection. Prior
      to
      the making of any such Gross-Up Payment, either party may request a
      determination as to the amount of such Gross-Up Payment. If such a determination
      is requested, it shall be made promptly, at Employer's expense, by independent
      tax counsel selected by Executive and approved by Employer (which approval
      shall
      not unreasonably be withheld), and such determination shall be conclusive and
      binding on the parties. Employer shall provide such information as such counsel
      may reasonably request, and such counsel may engage accountants or other experts
      at Employer's expense to the extent that they deem necessary or advisable to
      enable them to reach a determination. The term "independent tax counsel," as
      used herein, shall mean a law firm of recognized expertise in federal income
      tax
      matters that has not previously advised or represented either party. It is
      hereby agreed that neither Employer nor Executive shall engage any such firm
      as
      counsel for any purpose, other than to make the determination provided for
      herein, for three years following such firm's announcement of its
      determination.

    (c) In
      the
      event the Internal Revenue Service subsequently adjusts the excise tax
      computation made pursuant to subsections 4(a) and (b) above, Employer shall
      pay
      to Executive, or Executive shall pay to Employer, as the case may be, the full
      amount necessary to make either Executive or Employer whole had the excise
      tax
      initially been computed as subsequently adjusted, including the amount of any
      underpaid or overpaid excise tax, and any related interest and/or penalties
      due
      to the Internal Revenue Service.

    5.  Setoff.
      No
      payments or benefits payable to or with respect to Executive pursuant to this
      Agreement shall be reduced by any amount Executive or his spouse or Beneficiary
      may earn or receive from employment with another employer or from any other
      source.

    6. Mitigation.
      Executive shall not be required to mitigate the amount of compensation and
      benefits set forth above by seeking employment with others, or
      otherwise.

    7. Death.
      If
      Executive's employment with Employer terminates under circumstances described
      in
      subsections 3(a) or (b), then upon Executive's subsequent death, all unpaid
      amounts payable to Executive under subsections 3(a)(1) or (2) or 3(b), or
      Section 4, if any, shall be paid to his Beneficiary, all amounts payable under
      subsection 3(a)(3) shall be paid pursuant to the terms of said subsections
      to
      his spouse or other beneficiary under the applicable plan, and if subsection
      3(a) applies, his spouse and other dependents shall continue to be covered
      under
      all applicable Welfare Plans during the remainder of the Severance Period,
      if
      any, pursuant to subsection 3(a)(6).

    8. Confidentiality.
      Executive agrees not to disclose (during the Term or at any time thereafter)
      to
      any person not employed by the Employer, or not engaged to render services
      to
      the Employer, except with the prior written consent of an officer authorized
      to
      act in the matter by the Board of Directors of Employer, any confidential
      information obtained by him while in the employ of the Employer, including,
      without limitation, information relating to any of the Employer’s inventions,
      processes, formulae, plans, devises, compilations of information, methods of
      distribution, customers, client relationships, marketing strategies or trade
      secrets; provided, however, that this provision shall not preclude the Executive
      from use or disclosure of information known generally to the public or of
      information not considered confidential by persons engaged in the business
      conducted by the Employer or from disclosure required by law or court order.
      The
      Agreement herein made in this Section 8 shall be in addition to, and not in
      limitation or derogation of, any obligation otherwise imposed by law upon the
      Executive in respect of confidential information and trade secrets of the
      Employer and its Affiliates.

    9.  Forfeiture.
      If
      Executive shall at any time violate any obligation of his under Section 8
      in a manner that results in demonstrably material injury to the Employer, he
      shall immediately forfeit his right to any benefits under this Agreement, and
      Employer shall thereafter have no further obligation hereunder to Executive
      or
      his spouse, Beneficiary or any other person.

    10. Executive
      Assignment.
      No
      interest of Executive, his spouse or any Beneficiary, or any other beneficiary
      under the plans, under this Agreement, or any right to receive any payment
      or
      distribution hereunder, shall be subject in any manner to sale, transfer,
      assignment, pledge, attachment, garnishment, or other alienation or encumbrance
      of any kind, nor may such interest or right to receive a payment or distribution
      be taken, voluntarily or involuntarily, for the satisfaction of the obligations
      or debts of, or other claims against, Executive or his spouse, Beneficiary
      or
      other beneficiary, including claims for alimony, support, separate maintenance,
      and claims in bankruptcy proceedings.

    11. Benefits
      Unfunded.
      All
      rights under this Agreement of Executive and his spouse, Beneficiary or other
      beneficiary under the plans, shall at all times be entirely unfunded, and no
      provision shall at any time be made with respect to segregating any assets
      of
      Employer for payment of any amounts due hereunder. None of Executive, his
      spouse, Beneficiary or any other beneficiary under the plans shall have any
      interest in or rights against any specific assets of Employer, and Executive
      and
      his spouse, Beneficiary or other beneficiary shall have only the rights of
      a
      general unsecured creditor of Employer. Notwithstanding the preceding provisions
      of this Section, the Officer Nominating and Compensation Committee of the Board
      of Directors of Employer, in its discretion, shall have the right, at any time
      and from time to time, to cause amounts payable or potentially payable to
      Executive or his Beneficiary hereunder to be paid to the trustee of a Rabbi
      Trust or any similar trust to be established by Employer (“Trust”).

    12. Waiver.
      No
      waiver by any party at any time of any breach by the other party of, or
      compliance with, any condition or provision of this Agreement to be performed
      by
      such other party shall be deemed a waiver of any other provisions or conditions
      at the same time or at any prior or subsequent time.

    13.  Litigation
      Expenses.
      Employer shall pay Executive's reasonable attorneys' fees and legal expenses
      in
      connection with any judicial proceeding to enforce, construe or determine the
      validity of this Agreement (“Litigation”), if Executive is a Prevailing Party in
      such Litigation. Executive shall be deemed a “Prevailing Party” if (a) a
      court enters a judgment in his favor in connection with such Litigation, or
      (b) Employer and Executive enter into a written agreement of settlement of
      such Litigation. If Executive is not a Prevailing Party in such Litigation,
      Employer shall pay Executive’s reasonable attorney’s fees and legal expenses in
      connection therewith, up to a maximum of $100,000. 

    14. Applicable
      Law.
      This
      Agreement shall be construed and interpreted pursuant to the laws of the State
      of Wisconsin.

    15. Entire
      Agreement.
      This
      Agreement contains the entire Agreement between the Employer and Executive
      and
      supersedes any and all previous agreements; written or oral; between the parties
      relating to the subject matter hereof. No amendment or modification of the
      terms
      of this Agreement shall be binding upon the parties hereto unless reduced to
      writing and signed by Employer and Executive.

    16. No
      Employment Contract.
      Nothing
      contained in this Agreement shall be construed to be an employment contract
      between Executive and Employer.

    17. Counterparts.
      This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original.

    18. Severability.
      In the
      event any provision of this Agreement is held illegal or invalid, the remaining
      provisions of this Agreement shall not be affected thereby.

    19. Successors.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective heirs, representatives and successors.

    20. Employment
      with an Affiliate.
      For
      purposes of this Agreement, (A) employment or termination of employment of
      Executive shall mean employment or termination of employment with Employer
      and
      all Affiliates, (B) Base Salary, Target Bonus, Actual Bonus, Five-Year Average
      Base Salary and Five-Year Average Actual Bonus shall include remuneration
      received by Executive from Employer and all Affiliates, and (C) the terms
      Defined Contribution Plan, and Welfare Plan maintained or made available by
      Employer shall include any such plans of any Affiliate of Employer.

    21. Notice.
      Notices
      required under this Agreement shall be in writing and sent by registered mail,
      return receipt requested, to the following addresses or to such other address
      as
      the party being notified may have previously furnished to the other party by
      written notice:

    


    If
      to
      Employer: Modine
      Manufacturing Company

    1500
      DeKoven Avenue

    Racine,
      WI 53403

    


    Attention:
      Legal Department

    


    If
      to
      Executive: 

     

    IN
      WITNESS WHEREOF, Executive
      has hereunto set his hand, and Employer has caused these presents to be executed
      in its name on its behalf, all as of the ___ day of 

    ________,
      2005.

    MODINE
      MANUFACTURING COMPANY

    


    By:   ______________________  
      

    Title:
       President
      and Chief Executive Officer 

    


    


    _________________________,
      Executive