exh101.htm


    Exhibit
      10.1

    


    


    September
      18, 2007

    


    Mr.
      Charles R. Katzfey

    110
      Eldorado Drive

    Racine,
      WI 53402

    


    Dear
      Chuck:

    


    In
      accordance with all the provisions
      set forth below, this letter, when signed by you, will be a binding agreement
      documenting the terms and conditions with regard to your employment status
      with
      Modine Manufacturing Company (“Modine” or the “Company”) and your retirement
      from employment with the Company.

    


    For
      your
      information, an outline of the details set forth below has been reviewed with
      and approved by the Chair of the Company’s Officer Nomination and Compensation
      Committee.

    


    1.           Retirement
      from the Company. You hereby agree to
      retire from employment with the Company on December 31, 2007.  Your
      last day of active employment with the Company will be October 12,
      2007.  For the period from October 13, 2007 until December 31, 2007,
      you will use any earned vacation available to you and, after the vacation is
      exhausted, you will be considered on a paid leave of absence at your current
      salary level until December 31, 2007.

    


    2.           Compensation. On
      condition that on or within seven days of October 12, 2007 and December 31,
      2007, you sign, date and return to me the Release attached hereto as
Attachment A (the “Release”) and you do not revoke the signed Release,
      you will receive the following from the Company:

    


    Severance.  For
      the period from December 31, 2007 until October 12, 2008, the Company shall
      pay
      you bi-weekly an amount equivalent to your 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.

    


    Bonus.  If
      a bonus is
      paid pursuant to the Company’s Management Incentive Plan (“MIP”) for the
      Company’s performance for the fiscal year ended March 31, 2008, you will receive
      a MIP bonus based upon actual salary paid to you between April 1, 2007 and
      October 12, 2007.

    


    Health
      and Dental
      Insurance.  Participation in the Company’s health and dental
      insurance plans ceases on December 31, 2007.  Under current federal
      COBRA legislation, you may elect to continue medical and dental insurance at
      specified group rates for up to 18 months’ duration.  The Company will
      pay your COBRA premiums for medical and dental coverage until April 1,
      2009.  When you elect to receive your benefits under the Pension Plan
      (as defined below), you will be eligible to receive retiree medical benefits
      from the Company and your COBRA benefit will conclude.

    


    Modine
      Stock Options and Restricted
      Stock Awards.  You may continue to exercise, at your discretion,
      stock options granted to you under the 1994 and 2002 Incentive Compensation
      Plans (the “Incentive Plans”) in accordance with the terms of the Incentive
      Plans and the stock option agreements to which you are a
      party.  Any qualified stock options granted to you must be
      exercised within 90 days of December 31, 2007 in order to be considered
      incentive stock options; thereafter, stock options will be treated as
      non-qualified stock options.

    


    With
      respect to outstanding grants of restricted stock awards made to you under
      the
      Incentive Plans, any restricted stock awards scheduled to vest after December
      31, 2007 shall vest immediately upon your retirement on December 31,
      2007.  Performance stock awards available to you under the Incentive
      Plans and any successor plans, if any, will vest on a pro-rata basis at the
      end
      of the applicable performance periods.

    


    Executive
      Physical.  You are eligible and covered for one additional medical
      exam at Mayo Clinic in Rochester, MN or Froedtert/Medical College of Wisconsin,
      at your election, under the Company’s executive medical program between the date
      hereof and December 31, 2008 which you shall schedule through the Company’s
      normal process for such exams.

    


    Financial
      and Tax
      Planning.   The Company will continue to pay for reasonable
      financial planning and tax preparation services until March 31,
      2009.

    


    If
      you die prior to receiving all of
      the payments referred to in this paragraph 2, any unpaid payments will be made
      to your estate.

    


    3.           401(k),
      Deferred Compensation, Pension Plan and Other
      Benefits. Your 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.  Your salary continuation (short-term disability), life
      insurance and long-term disability benefits will continue until December 31,
      2007 in accordance with the applicable plans.

    


    You
      acknowledge that those rights and benefits have been explained to
      you.

    


    4.           Employment
      Reference. If asked by a prospective
      employer for a reference, you will be provided with a favorable reference
      substantially consistent with the information upon which we mutually
      agree.

    


    5.           No
      Admission. You agree that neither the
      execution of this agreement nor the furnishing of the described benefits to
      you
      will be deemed or construed as an admission by the Company of any liability
      or
      any unlawful conduct of any kind.

    


    6.           Benefits
      Agreed To. You understand and agree that
      you would not receive all of the benefits provided in paragraph 2 except for
      your execution of this agreement and the fulfillment of the promises contained
      herein.

    


    7.           No
      Authority; Indemnification. You will
      have no regular duties as a Modine employee after October 12, 2007 and,
      therefore, no authority on behalf of or to bind the Company.  You
      agree to hold the Company and its subsidiaries and affiliates harmless from
      any
      acts you make in contravention of this paragraph 7.  You agree to
      resign your position as Regional Vice President - Americas and any other
      positions you may hold with any of the Company’s subsidiaries, affiliates or
      plans as of October 12, 2007.

    


    In
      the
      event that, during the year following your retirement you are requested by
      or on
      behalf of the Company or ordered to appear as a witness in litigation regarding
      matters or actions you took within the scope of your authority while an employee
      of the Company, the Company will indemnify you for all out-of-pocket necessary
      and reasonable expenses in connection with preparation, appearance,
      consultations and any other activity directly related to litigation involving
      the Company, including necessary and reasonable legal expenses, provided that
      (a) you advise the Company immediately and obtain the approval of the Company
      prior to the commitment to any such expenses, (b) you cooperate fully with
      the
      Company in connection therewith, upon reasonable notice to you and subject
      to
      your reasonable availability, and (c) the Company has the right to assume the
      defense of any such action and discharge its obligation by holding you harmless
      from any judgment or settlement it may make.  In the event such
      assistance is requested or required after the one year anniversary of your
      retirement, the Company agrees to compensate you for your time and expenses
      at a
      rate reasonable for such consultation services.

    


    If
      a
      court of competent jurisdiction ultimately determines that the above-described
      litigation resulted from matters or actions taken by you that exceeded the
      scope
      of your authority or were criminal in nature while you were an employee of
      Modine, you agree to reimburse Modine for any legal and/or other expenses paid
      by Modine on your behalf.

    


    8.           Non-Disclosure
      Obligation.  Consistent with your obligations as an employee
      of the Company and in further consideration of the payments and other benefits
      being provided in accordance with paragraph 2, you agree not to disclose to
      anyone outside the Company any confidential information pertaining to the
      Company’s business.  Such confidential information not to be disclosed
      includes, but is not necessarily limited to, information, statistics, lists,
      and
      records concerning customers or vendors, finances, marketing, employees,
      research and development, and business planning and development as well as
      trade
      secrets and technical knowledge concerning the Company’s business and
      products.  You further represent that any papers, letters, records,
      files, computer disks, and other documents or materials containing such
      confidential information or belonging to the Company that you have had in your
      possession have been or will be returned to the Company on or before October
      12,
      2007.

    


    You
      agree not to disclose the contents
      of this letter except to your attorney, tax preparer, immediate family, or
      as
      otherwise may be required by law.

    


    9.           Non-Competition. From
      the date of your retirement until one year following your
      retirement,  you agree that you will not, directly or indirectly,
      individually or otherwise, manage, operate, join, control, participate in the
      ownership, management, operation, or control of, or be employed by or consultant
      or advisor to, or in any way in connection with, any person, corporation, firm,
      partnership, or other entity whatsoever that is engaged in North America in
      any
      business or activity related to the manufacture or selling of heat transfer
      products to on-highway or off-highway vehicle original equipment
      manufacturers.

    


    You
      agree that you are fully aware of
      the restrictions that this paragraph 9 places on your future employment with
      someone other than the Company.  However, you understand and agree
      that your previous positions with the Company and your access to confidential
      information make these restrictions both necessary and
      reasonable.  You acknowledge and agree that the restrictions
      constitute reasonable protections of the legitimate business interests of the
      Company and that they will not unduly restrict your opportunities for future
      employment.

    


    10.           Nonsolicitation.  From
      the date hereof until one year following your retirement, you further agree
      that
      you will not, directly or indirectly, hire away or participate or assist in
      the
      hiring away of any person employed by or acting as a representative or agent
      of
      the Company on or within the six months prior to December 31, 2007.

    


    11.           Nondisparagement.  You
      also agree that from the date hereof you shall not, directly or indirectly,
      make
      or cause to be made any disparaging, derogatory, misleading or false statement,
      whether orally or in writing, to any person or entity, including members of
      the
      investment community, press, customers, competitors and advisors to the Company,
      about the Company and its directors, officers or employees, or the business
      strategy, plans, policies, practices or operations of the
      Company.  The Company shall instruct the directors and board elected
      officers of the Company not to, directly or indirectly, make or cause to be
      made
      any disparaging, derogatory, misleading or false statement, orally or in
      writing, to any person or entity about you.  Notwithstanding the
      foregoing, the Company and you may each confer in confidence with its own
      respective legal counsel and nothing herein shall prevent either party from
      responding truthfully to any information requests or questions posed in any
      formal or informal legal, regulatory, administrative or investigative
      proceedings involving any court, tribunal or governmental body or agency or
      otherwise as required by law.

    


    12.           Legal
      Consultation and Timing of Execution of
      Agreement.  You are encouraged to
      consult an attorney before you sign this agreement and the Release.

    


    You
      have
      at least 21 days after being given this agreement and the Release during which
      you may consider whether or not to sign them.  Further, you have seven
      days following your signing of this agreement and the Release during which
      you
      may revoke them.  Therefore, neither this agreement nor the Release
      shall be effective or enforceable until such revocation period has
      expired.

    


    13.           Voluntary
      Act. You acknowledge that you are
      signing this agreement and the Release as your free and voluntary act after
      having had the opportunity to consider all alternatives and to discuss the
      arrangements agreed upon as set forth above with your own attorney and any
      other
      advisors of your choice.

    


    14.           Governing
      Law. This agreement is made in the State
      of Wisconsin and shall be interpreted under the laws of the State of
      Wisconsin.  The provisions of this agreement are severable and
      independent, and if any provision of this agreement is found to be illegal
      or
      unenforceable for any reason, such provision will immediately become null and
      void, leaving the remainder of this agreement in full force and
      effect.

    


    15.           Entire
      Agreement.  This agreement and the Release represent the
      entire understanding and agreement between the parties with respect to the
      subject matter thereof and supersede all prior communications, agreements,
      and
      understandings relating to the subject matter hereof and this agreement
      expressly supersedes the Change in Control Agreement between you and the Company
      dated May 28, 1999.

    


    16.           Binding
      Agreement. This agreement will be
      binding upon and inure to the benefit of the parties, their respective heirs,
      representatives, successors, and assigns and the affiliates and subsidiaries
      of
      the Company.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Assuming
      this agreement fully and
      accurately sets forth the arrangements that have been discussed and agreed
      upon,
      please sign both copies and return one copy to me.

    


    Sincerely,

    


    /s/
      Gregory T. Troy

    


    Gregory
      T. Troy

    Vice
      President  & Chief Human Resources Officer

    


    


    *
      * * *
      *

    By
      signing this agreement, I state that:

    


    I
      have
      read it;

    


    I
      understand it and know I am giving up important rights;

    


    I
      agree
      with everything in it;

    


    I
      am
      aware of my right to consult an attorney and that I may take up to 21 days
      to
      sign this agreement;

    


    I
      am
      aware that I may revoke this agreement within seven days after signing it;
      and

    


    I
      have
      signed it knowingly and voluntarily.

    


    


    /s/
      C.
      R.
      Katzfey                                                                           October
      5, 2007

    Charles
      R.
      Katzfey                                                                          Date
      Signed

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Attachment
      A

    


    RELEASE

    


    1.           General
      Release of Claims.

    


    I
      hereby
      release Modine from, and covenant not to sue Modine with respect to, any and
      all
      claims I have or may have against Modine.

    


    2.           Claims
      to Which Release Applies.

    


    This
      release applies both to claims that are now known or are later
      discovered.   However, this release does not apply to any claims
      that may arise after the date I execute this release.  This release
      does not apply to any claims that may not be released under applicable
      law.  Nothing in this release prevents me from communicating with any
      government agency regarding matters that are within the agency’s
      jurisdiction.

    


    3.           Claims
      Released Include Age Discrimination and Employment Claims.

    


    The
      claims released include, but are not limited to, (1) claims arising under the
      Age Discrimination in Employment Act, as amended (29 U.S.C. Section 621 et
      seq.), (2) claims arising out of or relating in any way to my employment with
      Modine or the conclusion of that employment and (3) claims arising under any
      other federal, state or local law, regulation, ordinance or order that regulates
      the employment relationship and/or employee benefits.

    


    4.           Release
      Covers Claims Against Related Parties.

    


    For
      purposes of this release the term “Modine” includes Modine Manufacturing Company
      and any of its present, former and future owners, parents, affiliates and
      subsidiaries, and its and their directors, officers, shareholders, employees,
      agents, servants, representatives, predecessors, successors and
      assigns.  Therefore, the claims released include claims I have against
      any such persons or entities.

    


     

    5.           The
      Terms “Claims” and “Release” are Construed Broadly.

     

    As
      used
      in this release, the term “claims” shall be construed broadly and shall be read
      to include, for example, the terms “rights”, “causes of action (whether arising
      in law or equity)”, “damages”, “demands”, “obligations”, “grievances” and
“liabilities” of any kind or character.  Similarly, the term “release”
shall be construed broadly and shall be read to include, for example, the terms
      “discharge” and “waive”.  Nothing in this release is a waiver of my
      right to file any charge or complaint with administrative agencies such as
      the
      United States Equal Employment Opportunity Commission which, as a matter of
      law,
      I cannot be prohibited from or punished for filing (an “Excepted
      Charge”).  Modine’s acknowledgment of this exception does not limit
      the scope of the waiver and release in Paragraphs 2 – 6 of this release and I
      waive any right to recover damages or obtain individual relief that might
      otherwise result from the filing of any Excepted Charge.

    


    6.           Release
      Binding on Employee and Related Parties.

    


    This
      release shall be binding upon me and my agents, attorneys, personal
      representatives, executors, administrators, heirs, beneficiaries, successors
      and
      assigns.

    


    7.           Additional
      Consideration.

     

    I
      have executed this release in
      consideration of the benefits described in Modine’s letter to me dated September
      18th, 2007 (the “Letter”).  I acknowledge that these benefits
      represent consideration in addition to anything of value that I am otherwise
      entitled to receive from Modine.  The benefits described in the Letter
      are sufficient to support this release.

    


    8.           Representations.

    


    In
      connection with my decision to provide this release I acknowledge that I have
      not relied on any verbal or written representations by Modine other than those
      explicitly set forth in the Letter and this release itself.

    


    9.           Opportunity
      to Consider this Release; Consultation with Attorney.

    


    I
      have
      read this release and fully understand its terms.  I have been offered
      21 days to consider its terms.  I have been (and am again hereby)
      advised in writing to consult with an attorney before signing this
      release.

    


    10.           Voluntary
      Agreement.

    


    I
      have
      entered into this release knowingly and voluntarily and understand that its
      terms are binding on me.

    


    11.           Partial
      Invalidity of Release.

    


    If
      any
      part of this release is held to be unenforceable, invalid or void, then the
      balance of this release shall nonetheless remain in full force and effect to
      the
      extent permitted by law.

    


    12.           Headings.

    


    The
      headings and subheadings in this release are inserted for convenience and
      reference only and are not to be used in construing this release.

    


    13.           Applicable
      Law.

    


    Wisconsin
      law will apply in connection with any dispute or proceeding concerning this
      release.

    


    
      	
              14.

            	
              Suit
                in Violation of this Release - Loss of Benefits and Payment of
                Costs.

            


    

    


    If
      I
      bring an action against Modine in violation of this release or if I bring an
      action asking that this release be declared invalid or unenforceable, I agree
      that prior to the commencement of such an action I will tender back to Modine
      all payments that I have received as consideration for this
      release.  If my action is unsuccessful, I further agree that I will
      pay all costs, expenses and reasonable attorneys’ fees incurred by Modine in its
      successful defense against the action.  I acknowledge and understand
      that all remaining benefits to be provided to me as consideration for this
      release will permanently cease as of the date such action is
      instituted.  However, the previous three sentences shall not be
      applicable if I bring an action challenging the validity of this release under
      the Age Discrimination in Employment Act (which I may do without penalty under
      this release).

    


    15.           Preservation
      of Rights under Benefit Plans and Indemnities.

    


    This
      release shall not adversely affect my rights to receive any benefit that I
      am
      otherwise entitled to receive under any of Modine’s qualified and nonqualified
      benefit plans, or my rights to indemnification under Modine’s officers and
      directors’ insurance coverage, Modine’s Articles of Incorporation or Bylaws or
      any indemnity agreement between Modine and me.

    


    16.           Seven
      Day Revocation Period.

    


    I
      understand that I have a period of seven calendar days following the date I
      deliver a signed copy of this release to Modine Manufacturing Company, Attn:
      Gregory T. Troy,1500 DeKoven Avenue, Racine, Wisconsin 53403 to revoke this
      release by giving written notice to that person.  This release and my
      entitlement to severance pay described in the Letter will be binding and
      effective upon the expiration of this seven day period if I do not revoke,
      but
      not before.

     

    


    EXECUTED
      THIS ___ DAY OF __________, 200__.

    


    


    ____________________________________

    [Name]