Wisconsin
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001-01373
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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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(Former name or former address, if changed since last report.)
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N/A
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.625 par value
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MOD |
New York Stock Exchange
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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Item 9.01 |
Financial Statements and Exhibits
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(d) |
Exhibits
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10.1 |
Form of Retention Letter, effective August 31, 2020, between the Company and each of Michael B. Lucareli, Scott L. Bowser and Sylvia A. Stein
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Modine Manufacturing Company
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By:
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/s/ Sylvia A. Stein
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Sylvia A. Stein
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Vice President, General Counsel and Corporate Secretary
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Date: September 2, 2020
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Modine Manufacturing Company
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1500 DeKoven Avenue
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Racine, Wisconsin 53403-2552
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Tel. 262.636.1200
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Fax 262.636.1742
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1. |
Unless your employment is earlier terminated for Good Cause (as defined below), your voluntary departure or your death or disability, you will be entitled to:
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A cash award equivalent to fifty percent (50%) of your annual base salary on the Trigger Date. Such payment will occur on the next regular payroll date following the Trigger Date and
will be subject to all applicable payroll taxes and statutory deductions.
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A grant of Restricted Stock Units (“RSUs”) with a grant date fair value equal to fifty percent (50%) of the target value of your prevailing annual LTIP award (based upon the closing
share price on August 3, 2022). These RSUs will vest on August 4, 2024. A grant agreement document will be issued to you at the time of the grant.
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2. |
The retention award is conditioned upon:
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The continued performance of your duties and responsibilities to the reasonable satisfaction of the Company.
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Your continued active employment with Modine from the execution of this Agreement through the Trigger Date. “Active employment” means you are engaged as a full-time employee of the
Company and have not submitted notice of resignation on or before the Trigger Date.
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3. |
In the event of an involuntary termination of your employment with the Company, without “Good Cause” during
the interval between August 4, 2020 and the Trigger Date, you will receive the cash portion of the retention award, plus a cash-equivalent of the RSU portion of the retention award, both payable in cash within sixty (60) days following
such termination, subject to all applicable payroll taxes and statutory deductions, and any other regular severance pay or separation benefits pursuant to Company policy. The cash portion and the cash-equivalent RSU portion of the
retention award under this paragraph 3 will be calculated based on your annual salary (50%) and prevailing LTI award (50% of target) as of the date of termination. For the avoidance of doubt, you will not be entitled to a payment of cash
or a grant of RSUs on the Trigger Date. Further, your receipt of the cash portion of the retention award and the cash-equivalent RSU portion of the retention award under this paragraph 3 shall be conditioned on your execution of a
release, in a form reasonably acceptable to the Company, of claims against the Company and its subsidiaries, shareholders, directors, officers, employees and agents of any nature whatsoever and the expiration of any statutory period for
revocation of such release. The execution by you of the release and the statutory period for revocation must be completed before the sixtieth (60th) day following the date of such termination.
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4. |
You will be ineligible to receive the retention consideration outlined in this letter in the event you are
terminated prior to the Trigger Date for “Good Cause” which shall mean your (a) conviction for any criminal violation involving dishonesty, fraud or moral turpitude, the circumstances of which substantially relate to your employment duties; (b) failure to perform your duties and/or [intentional] acts or
omissions that result in damage to the Company, its reputation, products, services or customers; (c) unauthorized disclosure of any trade secret or confidential information of the Company or (d) material breach of any term or provision of
this Agreement.
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5. |
This Agreement does not constitute a contract of employment and except to the extent expressly provided in a separate written contract of employment, you remain an at-will employee
subject to the Company’s employment and or personnel policies and practices. As such, the employment relationship may be terminated at any time by either you or the Company with or without cause.
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6. |
This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin.
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MODINE MANUFACTURING COMPANY
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By:
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Its:
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cc: Brian Agen
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Received:
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XXXXXXXXXX
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Date
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