ex10_1.htm


    
      

    

    Exhibit
10.1

    
 

    MODINE
MANUFACTURING COMPANY

    AMENDMENT
NO. 1 TO EMPLOYMENT AGREEMENT

    


    THIS
AMENDMENT is made and entered into as of the ___ day of _________, 2008, to
amend that certain Employment Agreement made and entered into as of the 15th day
of June, 2007 (the “Employment Agreement”) by and between Modine Manufacturing
Company, a Wisconsin corporation, having its principal place of business in
Racine, Wisconsin (the "Company"), and _______________________________ of
_______________, ____________ ("Executive").

    


    WHEREAS,
the Company has previously entered into the Employment Agreement with Executive;
and

    


    WHEREAS,
the Company and the Executive wish to amend the Employment Agreement to revise
the definition of "Good Cause" and to provide that severance payments relating
to a termination of employment prior to a change in control will be paid over
the remaining term of the agreement; and

    


    WHEREAS,
the Company and Executive wish to make certain further changes to comply with
Section 409A of the Internal Revenue Code.

    


    NOW
THEREFORE, for good and valuable consideration which is hereby acknowledged by
Executive and Employer, including without limitation, the promises and covenants
described herein, the parties hereto agree as follows:

    


    
      	
               
      

            	
              1.

            	
              Section
      2.6 of the Employment Agreement is hereby amended to read as
      follows:

            


    

     

    A "Change
in Control" shall be deemed to take place on the occurrence of either of the
following events:

    


    (a)  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 capital stock of the
Company entitled to vote in elections of directors ("Voting
Power") 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 the
Company other than to an entity of which the Company owns at least 50% of the
Voting Power; or

     

    (b)  During any period of 12 months
that ends during the Period of Employment, regardless of whether such period
commences before or after the effective date of this Agreement, the persons who
at the beginning of such 12-month period were directors of the Company cease for
any reason to constitute at least a majority of the Board of Directors of the
Company.

     

    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    The term "Change in Control" as defined
above shall be construed in accordance with any guidance, rules or regulations
promulgated by the Internal Revenue Service in construing the rules and
regulations applicable to Internal Revenue Code Section 409A.

     

    
      	
               
      

            	
              2.

            	
              Section
      2.11 of the Employment Agreement is hereby amended to read as
      follows:

            


    

     

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

     

    (a)  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 the Company;

     

    (b)  Executive
breaches any provision of section 12 (relating to confidential information), and
such breach results in a demonstrably material injury to the Company;
or

     

    (c)  Executive
has engaged in a willful and continued failure to perform substantially the
Executive’s duties.

     

    
      	
               
      

            	
              3.

            	
              Section
      8.2 of the Agreement is amended to read as
  follows:

            


    

     

    In the
event of a termination of employment pursuant to section 8.1 above, the Company
shall, as liquidated damages, severance pay, and payment for services rendered
in the past, pay to Executive an amount equal to the Average Annual Earnings of
Executive during the remainder of the Period of Employment.  The
payments shall commence on the first payroll date following Executive's
termination of employment on which
the Company may make such payments without causing an additional tax to be
paid by Executive under Section 409A of the Internal Revenue Code and the
regulations thereunder (“Section 409A”) and shall continue through the
remainder of the Period of Employment. Such amount shall be paid
to Executive in substantially equal installments and in accordance with the
Company's normal payroll practices. It is intended that (a) each payment or installment of
payments provided under this Section 4 is a separate “payment” for
purposes of Code Section
409A and (b) that the
payments satisfy, to the greatest extent possible, the exemptions from the
application of Code Section 409A, including those provided under Treasury
Regulations 1.409A-1(b)(4) (regarding short-term deferrals), 1.409A-1(b)(9)(iii)
(regarding the two-times, two year exception), and 1.409A-1(b)(9)(v) (regarding
reimbursements and other separation pay).  During the remaining
Period of Employment, Executive, his dependents and beneficiaries shall continue
to be entitled to all benefits under employee benefit plans of the Company as if
Executive were still employed and the period for 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 Executive incentive plans referred to in section 4.2;
provided, however, if continued participation in any one or more of such plans
is not possible under the terms thereof, the Company shall provide substantially
identical benefits.  In the event the Company contributions for
coverage under the Welfare Plans would be treated as deferred compensation under
Section 409A and contributions during the six (6) months following the date of
Executive’s separation from service would cause Executive to be subject to an
additional tax under Section 409A, Executive shall pay the entire cost of
coverage during such six-month period and the Company shall reimburse Executive
for the amount that the Company would have paid during such period on the first date that the Company may make
such payment without causing an additional tax to be paid by Executive under
Section 409A.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    4.  Except
as expressly amended herein, the Employment Agreement remains unchanged and
continues in full force and effect.

    


     

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

    


     

    IN WITNESS WHEREOF, the parties hereto
have executed this Agreement this ___________ day of _______________,
_______.

    


    


    MODINE
MANUFACTURING COMPANY

    


    BY:

    


    


    
      	 
      	 
      


    

    


    EXECUTIVE:  ______________________

    


    


    
      	 
      	 
      


    

    


    Attest:

    


    


    
      	 
      	 
      


    

    Dean R.
Zakos, Secretary

     

     

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