Wisconsin
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1-1373
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39-0482000
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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1500 DeKoven Avenue, Racine, Wisconsin
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53403
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code:
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(262) 636-1200
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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9.01
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Financial Statements and Exhibits
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(d)
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Exhibits
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10.1
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Supplemental Severance Policy
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Modine Manufacturing Company
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By:
/s/ Thomas A. Burke
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Thomas A. Burke
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President and Chief Executive Officer
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By:
/s/ Margaret C. Kelsey
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Margaret C. Kelsey
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Vice President – Corporate Development,
General Counsel and Secretary
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Exhibit No.
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Exhibit Description
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Supplemental Severance Policy
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Section 1.
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Defined Terms
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Section 2.
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Eligibility for Severance without a Change in Control
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·
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You have been a United States-based, exempt or non-exempt salaried employee of Modine or a subsidiary of Modine for at least one (1) year and you are not entitled to severance payments without a Change in Control pursuant to a separate written agreement with Modine or a subsidiary of Modine or by operation of a non-United States law or legal principle;
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·
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You are an Eligible Employee at the time of your involuntary termination by Modine or a subsidiary of Modine;
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·
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Modine or, if applicable, a subsidiary of Modine terminates your employment:
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o
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As part of a reduction in force;
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o
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Because you fail to meet performance expectations; or
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o
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For any other reason, other than for Cause;
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·
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Modine management, in its sole discretion, determines that your participation in and eligibility for benefits under this Supplemental Plan is appropriate; and
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·
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You sign a document releasing Modine, its employees, directors and subsidiaries from liability in connection with your employment and termination of employment and agree not to sue Modine, its employees or its subsidiaries, all in a form acceptable to Modine and consistent with applicable legal requirements.
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Section 3.
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Amount of Severance without a Change in Control/Timing of Payment
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Section 3.1
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Amount of Severance
.
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·
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Your annual base salary at the time of termination; and
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·
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If you choose Consolidated Omnibus Budget Reconciliation Act (“COBRA”) coverage with Modine, Modine will pay your full COBRA premium for the twelve (12) months following your termination of employment.
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Section 3.2
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Timing of Payment
.
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Section 4.
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Eligibility for Severance with a Change in Control
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·
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You are a United States-based, exempt or non-exempt salaried employee of Modine or a subsidiary of Modine who is not entitled to severance payments following a Change in Control pursuant to a separate written agreement with Modine or a subsidiary of Modine or by operation of a non-United States law or legal principle;
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·
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You are an Eligible Employee at the time of a Change in Control;
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·
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Modine or, if applicable, a subsidiary of Modine (or a successor of either such party as a result of the Change in Control) terminates your employment for any reason, other than for Cause, at any time during the twelve (12) months following a Change in Control;
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·
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You terminate your employment with Modine or, if applicable, a subsidiary of Modine (or a successor of either such party as a result of the Change in Control) for Good Reason at any time during the twelve (12) months following a Change in Control; and
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·
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You sign a document releasing Modine and its employees, directors and subsidiaries from liability in connection with your employment and termination of employment and agree not to sue Modine, its employees or its subsidiaries, all in a form acceptable to Modine and consistent with applicable legal requirements.
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Section 5.
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Amount of Severance with a Change in Control/Timing of Payment
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Section 5.1
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Amount of Severance with a Change in Control
.
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·
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Two (2) times your annual base salary at the time of termination;
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·
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An amount equal to two (2) times your eligible Management Incentive Plan at the Target level for the fiscal year in progress at the time of termination; and
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·
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If you choose COBRA coverage with Modine, Modine will pay your full COBRA premium for the eighteen (18) months following your termination of employment.
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Section 5.2
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Timing of Payment
.
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Section 6.
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Interaction of the Supplemental Plan with the Plan.
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