MODINE MANUFACTURING CO (Form: 8-K, Received: 10/20/2011 10:56:00)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The

Modine Manufacturing Company

(Exact name of registrant as specified in its charter)

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 17, 2011

Wisconsin	1-1373	39-0482000
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1500 DeKoven Avenue, Racine, Wisconsin	53403
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:

(262) 636-1200

_____________________

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( See General Instruction A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Information to be Included in the Report

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 17, 2011, the Officer Nomination and Compensation Committee (the “Committee”) of Modine Manufacturing Company’s (the “Company”) Board of Directors approved and adopted a Supplemental Severance Plan (the “Severance Policy”) for certain employees of the Company and its subsidiaries. The Committee adopted the policy to ensure its treatment of employees eligible for benefits under the Severance Policy is consistent, transparent and market-competitive. The Committee implemented a market competitive severance and change in control policy covering (a) certain individuals who are involuntarily terminated from employment without a change in control; and (b) certain individuals who do not have a separate Change in Control Agreement and are involuntarily terminated from employment following a change in control.

Severance as a Result of Involuntary Termination Without a Change in Control

The Committee approved and adopted the Severance Policy to set severance for eligible employees to ensure that the benefit provided to an eligible employee in the event of an involuntary termination of employment is known and transparent. Thomas A. Burke, the Company’s President and Chief Executive Officer, is the only U.S.-based member of management of the Company with an employment agreement and, as such, Mr. Burke is not eligible to receive benefits under the Severance Policy. The Severance Policy applies to employees of the Company (or a subsidiary) who have been employed for at least one year and who are recommended by Mr. Burke and approved by the Committee to be eligible for severance under the Severance Policy as a result of involuntary termination of employment without a change in control. It is anticipated that the Company’s Named Executive Officers (other than Mr. Burke) and other U.S.-based members of the Company’s senior management team will be recommended by Mr. Burke and approved by the Committee to be eligible for severance under the Severance Policy as a result of involuntary termination of employment without a change in control although neither Mr. Burke nor the Committee has taken such action.

Severance as a Result of Involuntary Termination Following a Change in Control

No current member of the Company’s management is eligible to receive severance under the Severance Policy as a result of an involuntary termination of employment following a change in control. The Company’s Named Executive Officers (other than Mr. Burke) and the other members of the senior management team referred to above are parties to Change in Control Agreements. The Committee determined that it generally would employ the Severance Policy rather than separate Change in Control agreements with future members of the senior management team of the Company. The Severance Policy applies to new employees of the Company (or a subsidiary) or those current employees moving into the ranks of management who are recommended by Mr. Burke and approved by the Committee to be eligible for severance under the Severance Policy as a result of involuntary termination of employment following a change in control.

The Severance Policy addresses the payment of cash and the provision of health benefits in the event of involuntary termination of employment. It does not address the treatment of unvested equity awards (stock options, restricted stock and performance awards) in the event of an involuntary termination of employment. The treatment of equity awards in the event of involuntary termination of employment would be based on the terms of separate agreements specific to those awards. The Company filed the most recent forms of award agreements relating to its current equity incentive plan with the SEC as Exhibits 10.2, 10.3, 10.4 and 10.5 to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2011.

The Severance Policy is a policy, rather than an agreement. As a result, the Committee may change its terms in its sole discretion without the agreement of those subject to it.

The above description is a summary of the terms of the Severance Policy. The description of the Severance Policy above is subject to and qualified in its entirety by the terms of the Severance Policy, a copy of which is attached as Exhibit 10.1.

9.01	Financial Statements and Exhibits

(d)

Exhibits

The following exhibit is being filed herewith:

10.1	Supplemental Severance Policy

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Modine Manufacturing Company

	By: /s/ Thomas A. Burke
	Thomas A. Burke
	President and Chief Executive Officer

	By: /s/ Margaret C. Kelsey
	Margaret C. Kelsey
	Vice President – Corporate Development, General Counsel and Secretary

Date: October 20, 2011

Exhibit Index

Exhibit No.

Exhibit Description

10.1	Supplemental Severance Policy

Exhibit 10.1

Supplemental Severance Plan

Under

the Modine Salaried Employee Severance Plan

This Supplemental Severance Plan (this “Supplemental Plan”) under the Modine Salaried Employee Severance Plan (the “Plan”) provides for severance to eligible employees in the event Modine Manufacturing Company (“Modine”) or a subsidiary thereof terminates their employment involuntarily under circumstances described below.

Section 1.

Defined Terms

The following are defined terms used in this Supplemental Plan:

" Affiliate " or " Associate " shall have the meaning set forth in Rule 12b-2 under the Securities Exchange Act of 1934, as it may be amended from time to time.

“ Cause ” shall be deemed to exist if, and only if: (a) you engage 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 Modine; (b) you disclose confidential information of Modine that results in a demonstrable material injury to Modine; or (c) you engage in a willful and continued failure to perform substantially your duties on behalf of Modine or to comply with Modine’s Code of Ethics and Business Conduct.

“ Change in Control ” shall be deemed to take place on the occurrence of any of the following events: (a) the effective time of (i) a merger or consolidation of Modine with one or more other corporations as a result of which the holders of the outstanding capital stock of Modine entitled to vote in elections of directors (the “Voting Power”) of Modine 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 51% of the Voting Power, or a majority of Modine's consolidated assets to an entity, other than to an entity of which Modine owns at least 50% of the Voting Power; or (b) during any period of 12 months, the persons who at the beginning of such 12-month period were directors of Modine cease for any reason to constitute at least a majority of the board.

“ Eligible Employee ” means an individual who is eligible to participate in this Supplemental Plan, as appointed by Modine’s Chief Executive Officer, from time to time, and approved by Modine’s Board of Directors or a committee thereof. For purposes of clarity, Modine’s Chief Executive Officer is not an Eligible Employee.

“ Good Reason ” means a material diminution in your base salary; material diminution in your annual Management Incentive Plan Target bonus opportunity; material diminution in your authority, duties or responsibilities; material diminution in authority, duties or responsibilities of the supervisor to whom you report; material diminution in the budget over which you retain authority; or material change in the geographic location at which you must perform services.

“ You ” or “ Your ” refers to employees who are eligible to receive benefits under this Supplemental Plan.

Section 2.

Eligibility for Severance without a Change in Control

You are eligible to participate in, and received severance payments under Section 3 of this Supplemental Plan if:

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;

You are an Eligible Employee at the time of your involuntary termination by Modine or a subsidiary of Modine;

Modine or, if applicable, a subsidiary of Modine terminates your employment:

As part of a reduction in force;

Because you fail to meet performance expectations; or

For any other reason, other than for Cause;

Modine management, in its sole discretion, determines that your participation in and eligibility for benefits under this Supplemental Plan is appropriate; and

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.

If you do not satisfy the foregoing conditions, you would not be eligible to participate in, or receive benefits under, Section 3 this Supplemental Plan.

Section 3.

Amount of Severance without a Change in Control/Timing of Payment

Section 3.1

Amount of Severance .

If you are eligible to receive severance under Section 2 of this Supplemental Plan, your severance under this Supplemental Plan will be:

Your annual base salary at the time of termination; and

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.

The severance payable under this Section 3 of the Supplemental Plan is exclusive of the benefit described below in Section 5 and is not in addition to any amount payable under such section of this Supplemental Plan.

Section 3.2

Timing of Payment .

Modine or, if applicable, a subsidiary of Modine will pay severance due under Section 3.1 in the form of installment payments, payable bi-weekly (less applicable tax withholdings) on regularly scheduled pay dates for Modine. If you are receiving severance under this Supplemental Plan in the form of installment payments and you die before receiving your entire benefit, Modine or, if applicable, a subsidiary of Modine will pay the remaining benefit owed to you to your surviving spouse or, if you have no surviving spouse, to your estate.

Section 4.

Eligibility for Severance with a Change in Control

You are eligible to participate in, and received severance payments under Section 5 of this Supplemental Plan if:

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;

You are an Eligible Employee at the time of a Change in Control;

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;

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

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.

If you do not satisfy the foregoing conditions, you would not be eligible to participate in, or receive benefits under, Section 5 this Supplemental Plan.

Section 5.

Amount of Severance with a Change in Control/Timing of Payment

Section 5.1

Amount of Severance with a Change in Control .

If you are eligible to receive severance under Section 4 of this Supplemental Plan, your severance under this Supplemental Plan will equal:

Two (2) times your annual base salary at the time of termination;

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

If you choose COBRA coverage with Modine, Modine will pay your full COBRA premium for the eighteen (18) months following your termination of employment.

The severance under this Section 5 of the Supplemental Plan is exclusive of the benefit described above in Section 3 and is not in addition to any amount payable under such section of this Supplemental Plan.

Section 5.2

Timing of Payment .

Modine or, if applicable, a subsidiary of Modine will pay severance due under Section 5.1 in the form of a single cash lump sum (less applicable tax withholdings) on, or shortly after, the eligible employee’s last day of employment.

Section 6.

Interaction of the Supplemental Plan with the Plan.

Sections 2, 3, 4 and 5 of this Supplemental Plan replace for those eligible for severance under this Supplemental Plan the benefits set forth in the sections entitled “Eligibility,” “Amount of Separation Pay,” and “Timing and Form of Separation Pay” in the Plan. A copy of the Plan is attached to this Supplemental Plan as Attachment A . Except as otherwise specifically provided herein, this Supplemental Plan is subject to the terms of the Plan.