Modine Manufacturing Co 8-K, filed Oct 27, 2026
Modine Manufacturing Co (MOD)
About this 8-K
Modine Manufacturing Co filed this 8-K on October 27, 2026, reporting on events of October 21, 2026.
Modine Manufacturing Company adopted Executive Severance Plan on October 21, 2026, with 1.5x/2.5x multiples for Michael B. Lucareli and 1.0x/2.0x for Erin J. Roth. Neil D. Brinker’s amendments dated October 22, 2026 provide two times and three (3) times severance. AI summary
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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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
On October 21 and 22, 2026, Modine Manufacturing Company (the “Company”) approved changes to certain severance arrangements applicable to its executive officers, as described below. The changes were approved by the Human Capital and Compensation Committee of the Board of Directors (the “Committee”) of the Company and the Company’s Board of Directors after a review of such policies by the Committee’s independent compensation consultant. The proposed changes are intended to align the Company’s severance arrangements with participants with current market standards.
Adoption of the Modine Manufacturing Company Executive Severance Plan
On October 21, 2026, the Human Capital and Compensation Committee of the Board of Directors (the “Committee”) adopted the Modine Manufacturing Company Executive Severance Plan (the “Executive Severance Plan”) and designated, among others, Michael B. Lucareli, Executive Vice President and Chief Financial Officer, and Erin J. Roth, Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer (each, a “Named Officer”), as participants. The Named Officers’ participation replaces their coverage under the Company’s Supplemental Severance Plan, which was terminated by the Committee at the time of the Executive Severance Plan’s adoption.
The Executive Severance Plan provides severance benefits upon an involuntary termination of employment other than for Cause or a voluntary termination for Good Reason, each as defined in the Executive Severance Plan (a “qualifying termination”).
Upon a qualifying termination, participants receive cash severance based on the applicable multiples described below, which differ depending upon whether the termination occurs on the date of, or within twenty-four (24) months following, a Change in Control (as defined in the Executive Severance Plan). Benefits are conditioned on timely execution and non-revocation of a release of claims.
Named Officer | Regular Severance Multiple | Change in Control Severance |
Michael B. Lucareli | 1.5x | 2.5x |
Erin J. Roth | 1.0x | 2.0x |
Regular cash severance equals the applicable multiple times the sum of the participant’s annual base salary and target annual bonus at the time of a qualifying termination. Participants also receive a prorated annual bonus based on actual performance for the bonus year and, if they elect COBRA coverage, Company-paid premiums for up to eighteen (18) months for Mr. Lucareli and twelve (12) months for Ms. Roth.
Change in Control cash severance equals the applicable multiple times the sum of (a) the participant’s base salary at the time of the qualifying termination and the greater of (b) the participant’s target annual bonus or the average of the three most recent annual bonus payments to the participant (or the shorter available payment history). Participants also receive a prorated target annual bonus for the year of termination and, if they elect COBRA coverage, Company-paid premiums for up to eighteen (18) months.
The treatment of outstanding equity awards upon a qualifying termination is determined under the applicable equity incentive plan and award agreement.
The foregoing description is qualified in its entirety by reference to the Executive Severance Plan, which is filed as Exhibit 10.1 and incorporated herein by reference.
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Termination of Change in Control Agreement for Mr. Lucareli
In connection with the adoption of the Executive Severance Plan, on October 21, 2026, the Company and Mr. Lucareli entered into a Termination Agreement terminating his Change in Control and Termination Agreement, dated May 28, 2008, as amended June 10, 2011. As a result, Mr. Lucareli will only receive cash severance benefits following a change in control of the Company under the Executive Severance Plan.
The foregoing description is qualified in its entirety by reference to the Termination Agreement, which is attached hereto as Exhibit 10.2 and incorporated herein by reference.
Change in Severance Agreements for Mr. Brinker
Neil D. Brinker, President and Chief Executive Officer, did not participate in the Company’s former Supplemental Severance Plan and was not designated as a participant in the newly adopted Executive Severance Plan. On October 22, 2026, following the Committee’s recommendation, the Board of Directors approved amendments to Mr. Brinker’s existing contractual cash severance arrangements.
The Company amended Mr. Brinker’s offer letter dated November 10, 2020 (the “Offer Letter Amendment”) to provide that, upon termination without Cause or resignation for Good Reason, each as defined therein (i.e., a “qualifying termination”), if he is not entitled to benefits under his Change in Control Agreement, he will receive cash severance equal to two times the sum of his base salary and target annual bonus. He will also receive a prorated annual bonus based on actual performance for the bonus year and, if he elects COBRA coverage, Company-paid premiums for eighteen (18) months followed by equivalent monthly cash payments for six (6) months. Severance benefits are conditioned on his timely execution and non-revocation of a release of claims. Further, the definition of Good Reason in Mr. Brinker’s offer letter was amended to add the following additional event or condition to the definition: “(4) a requirement that you report to another officer of the Company or its successor instead of directly reporting to the Board or the board of directors of the Company’s successor.”
The Company also amended Mr. Brinker’s Change in Control Agreement dated June 4, 2021 (the “CIC Amendment”) to provide that, upon a qualifying termination (determined on the same basis as under the Offer Letter) within twenty-four (24) months following a Change in Control, he will receive three (3) times the sum of (a) his base salary at the time of the qualifying termination and (b) the greater of his target annual bonus for the year of the qualifying termination or the average of his three most recent annual bonus payments. He will also receive a prorated target annual bonus for the year of termination and, if he elects COBRA coverage, Company-paid premiums for eighteen (18) months followed by equivalent monthly cash payments for eighteen (18) months. These severance benefits are also conditioned on his timely execution and non-revocation of a release of claims.
The foregoing descriptions are qualified in their entirety by reference to the Offer Letter Amendment and CIC Amendment, which are attached hereto as Exhibits 10.3 and 10.4, respectively, and incorporated herein by reference.
Restricted Stock Unit Award and Performance Stock Award Agreement Changes
On October 21 and 22, 2026, the Committee and the Board of Directors approved an amendment to outstanding Performance Stock Award Agreements held by Mr. Brinker and the Company’s other named executive officers and certain other grantees (the “PS Amendment”) and a new form of Performance Stock Award Agreement for future grants to executive officers. On October 27, 2026, the Committee and the Board of Directors approved an amendment to outstanding Restricted Stock Unit Award Agreements held by Mr. Brinker and the Company’s other named executive officers and certain other grantees (the “RSU Amendment”) and a new form of Restricted Stock Unit Award Agreement for future grants to executive officers.
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Previously, upon a Change in Control (as defined in the Company’s 2020 Incentive Plan), performance goals under the Performance Stock Award Agreements were deemed achieved at target, subject to continued time-based vesting, and a qualifying termination of a participant’s employment (i.e., an involuntary termination without “cause” or a voluntary termination for “good reason”, as defined in the Performance Stock Award Agreement) within twelve (12) months following a Change in Control resulted in a prorated payout. The PS Amendment provides that performance will be deemed achieved at the greater of target or extrapolated performance based on the trend of performance at the time of the Change in Control. Upon a qualifying termination of the participant’s employment within twelve (12) months following a Change in Control, the award will pay out at the applicable performance level without proration for service. The PS Amendment and the RSU Amendment each also expand “good reason” to include a material diminution in an officer’s title, including removal of a corporate officer designation.
The foregoing descriptions are qualified in their entirety by reference to the PS Amendment, the new form of Performance Stock Award Agreement, the RSU Amendment, and the new form of Restricted Stock Unit Award Agreement, which are attached hereto as Exhibits 10.5, 10.6, 10.7 and 10.8 respectively, and incorporated herein by reference.
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Item 9.01Financial Statements and Exhibits.
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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 | |
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| By: | /s/ Erin J. Roth |
| | Erin J. Roth |
| | Vice President, General Counsel and Chief Compliance Officer |
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Date: October 27, 2026 | | |
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Modine Manufacturing Company
Executive Severance Plan
Effective October 21, 2026
Contents
Article 1. | | Establishment and Term of the Plan; Participation | 1 |
Article 2. | | Definitions | 1 |
Article 3. | | Regular Severance Benefits | 4 |
Article 4. | | Change in Control Severance Benefits. | 4 |
Article 5. | | Obligations Upon Termination of Employment. | 5 |
Article 6. | | Legal Fees and Notice | 6 |
Article 7. | | Successors and Assignment | 6 |
Article 8. | | Miscellaneous | 7 |
Appendix A | A-1 | ||
Appendix B – Claims Procedure | B-1 | ||
Modine Manufacturing Company Executive Severance Plan
Effective October 21, 2026
Article 1. | Establishment and Term of the Plan; Participation |
1.1. | Establishment of the Plan. Modine Manufacturing Company (the “Company”) hereby establishes a severance plan to be known as the “Modine Manufacturing Executive Severance Plan” (the “Plan”) to provide severance benefits to those individuals selected by the Human Capital & Compensation Committee (“Committee”) of the Board of Directors (“Board”) pursuant to Section 1.3. |
1.2. | Term. This Plan will commence on October 21, 2026 (the “Effective Date”) and shall continue in effect until terminated pursuant to Section 8.9. |
1.3. | Participation / Delegation. The Board or the Committee shall have the authority to select those employees of the Company and its Affiliates who shall participate in the Plan among those employees in the categories identified in Appendix A, attached hereto. For employees who are not executive officers of the Company, the Board or the Committee may delegate the authority to select other employees who may participate in the Plan (limited to those employees in the categories in identified in Appendix A) to an executive officer of the Company, as well as other duties of the Board or the Committee under this Plan with respect to such Participants. Once designated as an employee who shall participate in the Plan, such employee shall become a Participant. A Participant shall cease participation in the Plan upon the termination of the Plan, the termination of the Participant’s employment (other than due to a Qualified Termination of Employment), or payment of all amounts due the Participant hereunder, whichever occurs first. For the avoidance of doubt, only employees that are specifically designated to participate in the Plan by the Board, Committee or an executive officer shall become Participants in the Plan, regardless of whether they are employed by the Company in the categories identified in Appendix A. For the avoidance of doubt, a Participant may be designated to be a participant in the Plan for purposes of only the Regular Severance Benefit or the Change in Control Severance Benefit, as determined by the Board, Committee or its delegee. |
Article 2. | Definitions |
2.1. | Whenever used in this Plan, the following terms shall have the meanings set forth below and, when the meaning is intended, the initial letter of the word is capitalized. |
(a) | “Affiliate” means any person or entity from time to time controlling, controlled by or under common control with the Company. For this purpose, the terms “controlling,” “controlled by” or “under common control with” mean direct or indirect ownership of more than fifty percent (50%) of the voting power of another entity. |
(b) | “Associate” shall have the same meaning as set forth in Rule 12b-2 under the Securities Exchange Act of 1934. |
(c) | “Base Salary” means the Participant’s annual rate of salary at the Effective Date of Termination. |
(d) | “Beneficiary” means the persons or entities designated or deemed designated by Participant pursuant to Section 8.6 herein. |
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(e) | “Board” means the Board of Directors of the Company. |
(f) | “Cause” shall mean the following, as determined by the Board or Committee: |
1) | Participant engaged 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; |
2) | Participant disclosed confidential information of the Company that results in a demonstrable material injury to the Company; or |
3) | Participant has engaged in a willful and continued failure to perform substantially the Participant’s duties on behalf of the Company or to comply with the Company’s Code of Conduct and Guidelines on Corporate Governance. |
(g) | “Change in Control” means any 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 (the “Voting Power”) of the Company 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 the Company’s consolidated assets to an entity, 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, 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. |
(h) | “Code” means the United States Internal Revenue Code of 1986, as amended, and any successors thereto. |
(i) | “Company” means Modine Manufacturing Company, or any successor thereto as provided in Article 7 herein. |
(j) | “Effective Date” means the commencement date of this Plan as specified in Section 1.2 of this Plan. |
(k) | “Effective Date of Termination” means the date on which a Qualifying Termination occurs. |
(l) | “Good Reason” shall mean without Participant’s express written consent the occurrence of any one or more of the following: |
1) | a material reduction in Participant’s Base Salary except as a result of consistent reduction of Base Salary for similarly situated employees, |
2) | a material reduction in Participant’s Target Annual Bonus Opportunity, except as a result of consistent reduction of target annual bonus opportunity for similarly situated employees, |
3) | a material change in the geographic location at which the Participant must perform services, or a material reduction or elimination of the Participant’s remote-work arrangement, or |
4) | following a Change in Control, a material reduction in Participant’s title (including removal of Corporate Officer designation) authority, duties, or responsibilities as in |
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effect immediately prior to the Change of Control, or a material diminution in the authority, duties or responsibilities of the supervisor to whom the Participant reports, or a material reduction in the budget over which Participant retains authority.
For purposes of this Plan, Participant shall not be entitled to assert that a termination is for Good Reason unless (A) Participant gives the Board or the Participant’s supervisor written notice of the event or events which are the basis for such assertion within sixty (60) days after the event or events occur (“Event Date”), (B) the Company has not cured or fully remedied such event or events within thirty (30) days after receiving such written notice and (C) Participant’s Effective Date of Termination is no later than ninety (90) days after the Event Date.
(m) | “Historical Bonus Average” means, as of the Effective Date of Termination, an amount equal to the average annual bonus paid to the Participant under the Company’s annual management incentive plan or any Company-maintained annual incentive plan, without regard to any deferral, based on the three most recent annual bonus payments received by the Participant prior to the Effective Date of Termination (or a shorter period if Participant has not received at least three annual bonus payments from the Company as of the Effective Date of Termination). |
(n) | “Notice of Termination” shall mean a written notice which shall indicate the specific termination provision in this Plan relied upon, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Participant’s employment under the provision so indicated. |
(o) | “Participant” means an employee who has been designated to participate in this Plan pursuant to Section 1.3 herein. |
(p) | “Qualifying Termination” means a termination of employment from the Company and its Affiliates that occurs under the following circumstances: |
1) | An involuntary termination of Participant’s employment by the Company for reasons other than Cause or death pursuant to a Notice of Termination delivered to Participant by the Company, or |
2) | A voluntary termination by Participant for Good Reason pursuant to a Notice of Termination delivered to the Company by Participant in accordance with Section 2.1(k). |
(q) | “Severance Benefits” means the payment of compensation following a Qualifying Termination as provided in Article 3 (“Regular Severance Benefits”) or Article 4 (“Change in Control Severance Benefits”) herein. |
(r) | “Severance Multiple” means the severance multiple assigned to Participant that is shown on Appendix A, which can be different for Regular Severance Benefits and for Change in Control Severance Benefits. |
(s) | “Target Annual Bonus Opportunity” means, as of the Effective Date of Termination, Participant’s annual bonus opportunity assuming the achievement of target performance under the Company’s annual management incentive plan or any Company-maintained annual incentive plan, without regard to any deferral. |
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Article 3. | Regular Severance Benefits |
3.1. | Right to Regular Severance Benefits. Participant shall be entitled to receive Regular Severance Benefits, from the Company, as described in Section 3.2 herein, if Participant incurs a Qualifying Termination and such Qualifying Termination does not occur on the date of a Change in Control or within the twenty-four (24) month period following a Change in Control. |
3.2. | Description of Regular Severance Benefits. In the event Participant becomes entitled to receive Regular Severance Benefits, as provided in Section 3.1 herein, the Company shall provide Participant with the following: |
(a) | Accrued Obligations. A lump-sum amount paid in accordance with applicable law that includes earned but unpaid Base Salary, unreimbursed business expenses, and all other vested benefits to which Participant is entitled under any applicable benefit plan as of the Effective Date of Termination. |
(b) | Cash Severance. Cash severance payments equal to the product of (i) Participant’s Regular Severance Multiple and (ii) the sum of Participant’s Base Salary and the Target Annual Bonus Opportunity, paid to the Participant in equal installments over the period covered by the Regular Severance Multiple, bi-weekly (less applicable tax withholdings) on regularly scheduled pay dates for the Company, commencing with the first regularly scheduled pay date following the expiration of any statutory release period applicable to the Release Agreement, but in no event later than the sixtieth (60th) day following the Effective Date of Termination. To the extent that the amount of such cash severance payments to a Participant under this Section 3.2(b) exceed the maximum separation pay that can be treated as exempt from Code Section 409A pursuant to Treasury Reg. §1.409A-1(b)(9)(iii)(A), such excess amount shall be payable to the Participant in a lump sum on or prior to the later of (x) March 15 of the calendar year following the Effective Date of Termination or (y) June 15 following the Company’s fiscal year which includes the Effective Date of Termination. |
(c) | Pro Rata Actual Bonus. A lump sum amount paid to Participant in an amount equal to the annual incentive Participant would have earned under the Company’s annual management incentive plan annual incentive plan if Participant had remained employed through the end of the then outstanding bonus plan year, adjusted on a pro rata basis based on the number of days Participant was actually employed during the bonus plan year in which Participant incurs a Qualifying Termination. Such amount will be paid to Participant at the same time as bonuses are paid to members of senior management of the Company and its Affiliates. |
(d) | Continuation of Health Care Benefits. If Participant chooses COBRA continuation health coverage following the Effective Date of Termination, the Company will pay the Participant’s full premium for a period equal to the number of months represented by the Regular Severance Multiple (e.g., if the Regular Severance Multiple is 1, for 12 months), but in no event for a period longer than 18 months, provided that Participant has not obtained health coverage from any other source and is not eligible to receive health coverage from any other employer, in which event Participant shall promptly notify the Company of the alternative health coverage and shall no longer be entitled to premium payments). The premium payments payable on Participant’s behalf shall be a taxable benefit to Participant. |
Article 4. | Change in Control Severance Benefits. |
4.1. | Right to Change in Control Severance Benefits. Participant shall be entitled to receive Change in Control Severance Benefits, as described in Section 4.2 herein, if Participant incurs a |
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Qualifying Termination on the date of a Change in Control or withing the twenty-four (24) month period following a Change in Control.
4.2. | Description of Change in Control Severance Benefits. In the event Participant becomes entitled to receive Change in Control Severance Benefits, as provided in Section 4.1 herein, the Company shall provide Participant with the following: |
(a) | Accrued Obligations. A lump-sum amount paid in accordance with applicable law that includes earned but unpaid Base Salary, unreimbursed business expenses, and all other vested benefits to which Participant is entitled under any applicable benefit plan as of the Effective Date of Termination. |
(b) | Cash Severance. A lump-sum amount equal to the product of (i) Participant’s Change in Control Severance Multiple and (ii) the sum of Participant’s Base Salary and the greater of A) Target Annual Bonus Opportunity or B) Historical Bonus Average, paid to the Participant (less applicable tax withholdings) within sixty (60) days following the Effective Date of Termination. |
(c) | Pro Rata Target Bonus. A lump sum amount paid to Participant in an amount equal to Participant’s Target Annual Bonus Opportunity in the fiscal year in which Participant incurs a Qualifying Termination, adjusted on a pro rata basis based on the number of days Participant was actually employed during the bonus plan year in which Participant incurs a Qualifying Termination. Such amount will be paid to Participant (less applicable tax withholdings) within sixty (60) days following the Effective Date of Termination. |
(d) | Continuation of Health Care Benefits. If Participant chooses COBRA continuation health coverage following the Effective Date of Termination, the Company will pay the Participant’s full premium for an 18-month period following the Effective Date of Termination, provided that Participant has not obtained health coverage from any other source and is not eligible to receive health coverage from any other employer, in which event Participant shall promptly notify the Company of the alternative health coverage and shall no longer be entitled to premium payments. The premium payments payable on Participant’s behalf shall be a taxable benefit to Participant. |
Article 5. | Obligations Upon Termination of Employment. |
5.1. | No Severance Benefits. Participant shall not be entitled to receive Severance Benefits if Participant’s employment with the Company ends for reasons other than a Qualifying Termination. |
5.2. | General Release. As a condition to receiving Severance Benefits under this Plan, Participant shall be obligated to execute a general release of claims in favor of the Company, its current and former affiliates and shareholders, and the current and former directors, officers, employees, and agents of the Company in a form acceptable to the Company, (“Release Agreement”). The Release Agreement must be executed by Participant and provided to the Company, and any applicable rescission period for the Release Agreement must have expired, all prior to the sixtieth (60th) day following the Effective Date of Termination. If the Participant fails to timely provide an executed and irrevocable Release Agreement, the Participant shall forfeit any right to Severance Benefits under the Plan (other than those accrued obligations described in Section 3.2(a) or 4.2(a). |
5.3. | Non-Disparagement. The Release Agreement will contain non-disparagement provisions generally prohibiting the Participant from disparaging the Company or its officers, directors, employees or agents following the Effective Date of Termination. |
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5.4. | Return of Information and Other Property. As a condition to receiving Severance Benefits, on or before Participant’s Effective Date of Termination (or any other time upon the Company’s request), Participant will return to the Company all of its property and all of the property of its affiliates and the Company’s customers/clients which Participant possess or over which Participant have direct or indirect control, including, but not limited to, all monies, records, files, credit cards, keys, access cards, cellular telephones, laptop and/or computer equipment and accessories, trade secrets, confidential and proprietary information (including, without limitation, customer and vendor lists and information, pricing lists and information), data and other electronically encoded information (such as computer drives, etc.), all passwords and/or access codes to such property, and all copies of such property (all together, “Property”). In addition, the Company, in its sole discretion, may require Participant to submit his or her own computer equipment, storage sites, and devices for inspection by a Company representative or third-party specialist to ensure that all Property has been properly deleted. |
5.5. | No Duplication of Severance Benefits. If Participant becomes entitled to Severance Benefits, the Severance Benefits provided for under this Plan shall be in lieu of all other severance payments or other benefits provided to Participant under any other Company related severance plans, programs, or agreements. |
5.6. | Impact on Equity Incentives. The treatment of any awards under the Company’s equity incentive plans that may be outstanding on Participant’s Effective Date of Termination shall be determined under the applicable equity incentive plan under which the award was granted and the related award agreement. |
Article 6. | Legal Fees and Notice |
6.1. | Payment of Legal Fees. Company and Participant shall bear and pay all of the respective fees, expenses and disbursements of their agents, representatives, accountants and counsel incurred in connection with and related to any disputed claims for benefits under this Plan. |
6.2. | Notice. Any notices, requests, demands, or other communications provided for by this Plan shall be sufficient if in writing and if given by hand delivery or sent by registered or certified mail, return receipt requested, to Participant at the last address he or she has filed in writing with the Company or, in the case of the Company, at its principal offices. |
Article 7. | Successors and Assignment |
7.1. | Successors to the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, reorganization, consolidation, acquisition of property or stock, liquidation, or otherwise) of all or a significant portion of the assets of the Company to expressly assume and agree in writing to perform under this Plan in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. Regardless of whether such agreement is executed, the terms of this Plan shall be binding upon any successor in accordance with the operation of law and such successor shall be deemed the “Company” for purposes of this Plan. |
7.2. | Assignment by Participant. This Plan shall inure to the benefit of and be enforceable by Participant’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If Participant dies while any amount would still be payable to him or her hereunder had he or she continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Plan to Participant’s Beneficiary. |
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Article 8. | Miscellaneous |
8.1. | Code Section 409A. It is intended that the Severance Benefits payable to a Participant hereunder satisfy the exemptions from the application of Section 409A of the Code provided under Treasury Reg. §1.409A-1(b)(4) (as a “short-term deferral”) and Treasury Reg. §1.409A-1(b)(9) (as “separation pay due to involuntary separation”). Notwithstanding the foregoing, nothing contained herein shall constitute any representation or warranty by the Company regarding exemption from Section 409A of the Code. |
8.2. | Employment Status. Except as may be provided under any other agreement between Participant and the Company, the employment of Participant by the Company is “at will” and may be terminated by either Participant or the Company at any time, subject to applicable law. |
8.3. | Entire Plan. This Plan supersedes any prior agreements or understandings, oral or written, between the parties hereto, with respect to the subject matter hereof, and constitutes the entire agreement of the parties with respect thereto. |
8.4. | Severability. In the event that any provision or portion of this Plan shall be determined to be invalid or unenforceable for any reason, the remaining provisions of this Plan shall be unaffected thereby and shall remain in full force and effect. |
8.5. | Tax Withholding. The Company may withhold from any benefits payable under this Plan all federal, state, city, or other taxes as may be required pursuant to any law or governmental regulation or ruling. |
8.6. | Beneficiaries. Participant may designate one (1) or more persons or entities as the primary and/or contingent beneficiaries of any amounts to be received under this Plan. Such designation must be in the form of a signed writing acceptable to the Board or the Board’s designee. Participant may make or change such designation at any time. The last designation filed with the Company prior to the date of Participant’s will be applicable. |
8.7. | Claims. Attached hereto as Appendix B is the Claims Procedure that is applicable to all disputes under this Plan. |
8.8. | No Duty to Mitigate. Participant shall not be obligated to seek other employment n mitigation of the amounts payable or arrangements made under any provision of this Plan, and the obtaining of any such other employment shall in no event affect any reduction of the Company’s obligations to make the payments and arrangements required to be made under this Plan. |
8.9. | Modification; Survival. No provision of this Plan may be modified, waived, or discharged in a manner adverse to Participant unless such modification, waiver, or discharge is agreed to in a writing signed by the affected Participant and by an authorized member of the Committee, or by the respective parties’ legal representatives and successors. However, the Board or Committee may terminate or amend this Plan at any time, by giving the then-covered Participants written notice of intent to terminate or amend the Plan, delivered at least ninety (90) days prior to the date of such termination. The termination or amendment of this Plan pursuant to this Section 8.9 shall not affect any obligation of the Company to pay any Severance Benefits due to a Qualifying Termination occurring prior to the effective date of such termination or amendment of the Plan. Additional categories of Participants may be added to Appendix A by the Committee from time to time pursuant to Section 1.3. |
8.10. | Unfunded Plan. The Plan shall be unfunded and all costs of the Plan shall be paid from the Company’s general assets. Neither the Company nor the Board shall be required to segregate any assets that may at any time be represented by benefits under the Plan. Neither the |
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Company nor the Board shall be deemed to be a trustee of any amounts to be paid under the Plan. Any liability of the Company to any Participant with respect to any benefit shall be based solely upon any contractual obligations created by the Plan and the Participation Agreement; no such obligation shall be deemed to be secured by any pledge or any encumbrance on any property of the Company.
8.11. | Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural. |
8.12. | Applicable Law. To the extent not preempted by the laws of the United States, the internal laws of the state of Wisconsin (without regard to its laws concerning choice of law) shall be the controlling law in all matters relating to this Plan. |
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APPENDIX A
Covered Position Categories and Applicable Regular `Severance Multiple
Covered Position Category | Regular Severance Multiple (Stated in Years) |
Chief Executive Officer | N/A |
Executive Vice President | 1.5 |
Executive Management – Vice President Officers Designated by the Committee | 1 |
Non-Officer Executives Designated by the CEO | TBD |
Covered Position Categories and Applicable Change in Control Severance Multiple
Covered Position Category | CIC Severance Multiple (Stated in Years) |
Chief Executive Officer | N/A |
Executive Vice President | 2.5 |
Executive Management – Vice President Officers Designated by the Committee | 2 |
Non-Officer Executives Designated by the CEO | TBD |
A-1
APPENDIX B – Claims Procedure
The “Plan Administrator” is the Company. Benefits under the Plan will be paid only if the Plan Administrator decides in its discretion that any Participant is entitled to them. The Chief Executive Officer and Committee act on behalf of the Company and is responsible for making eligibility and benefit determinations under the Plan.
APPEAL PROCEDURE
If a Participant does not receive a benefit under the Plan and he/she would like to question and/or appeal the determination of Severance Benefits, the Participant must submit, within one year of the date of the Participant’s termination of employment, a written appeal to the Chief Executive Officer at:
ATTN: Chief Executive Officer (Executive General Severance Plan)
Modine Manufacturing Company
1500 DeKoven Avenue
Racine, WI 53403
A Participant, his/her beneficiary or a personal representative (each, a “Claimant”) may submit an appeal for Severance Benefits.
Appeal Determination
The Chief Executive Officer will provide written or electronic notice to the Claimant within 90 days after the Chief Executive Officer receives the appeal, unless the Chief Executive Officer determines that any extension of time for processing is required. In the event that the Chief Executive Officer determines that such an extension is required, written notice of the extension will be furnished to the Claimant before the end of the initial 90-day review period. The extension will not exceed a period of 90 days from the end of the initial 90-day period, and the extension notice will indicate the special circumstances requiring such extension of time and the date by which the Chief Executive Officer expects to render the benefit decision.
If the Chief Executive Officer denies an appeal in whole or in part (an “Adverse Benefit Determination”) the Chief Executive Officer will set forth, in a manner to be understood by the Claimant:
1. | The specific reason(s) for the Adverse Benefit Determination. |
2. | Reference to the specific Plan provision on which the denial is based. |
3. | A description of any additional material or information necessary for the terminated employee to perfect the appeal and an explanation as to why such information is necessary. |
4. | An explanation of the Plan’s appeal procedure and the time limits applicable to such procedures, including a statement of the Claimant’s right to file an appeal under Section 502(a) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), after receiving a final Adverse Benefit Determination upon review. |
B-1
Appeal of Denial
The Claimant may appeal an initial Adverse Benefit Determination by submitting a written appeal to the Committee within 60 days of receiving the notice described in Appeal Determination. The Committee will perform a full and fair review of the appeal. In addition, the Claimant may:
1. | Submit written comments, documents, records and other information relating to the appeal for benefits. |
2. | Examine the Plan and obtain, upon request and without charge, copies of all documents, records and other information relevant to the terminated employee’s appeal for benefits. |
The Committee’s review will take into account all comments, documents, records, and other information submitted by the Claimant relating to the appeal without regard to whether such information was submitted to or considered by the Chief Executive Officer in the initial benefit determination. A determination on the review by the Committee will be made not later than 60 days after receipt of a request for review, unless the Committee determines that an extension of time for processing is required. In the event that the Committee determines that such an extension is required, written notice of the extension will be furnished to the Claimant prior to the end of the initial 60-day review period. The extension will not exceed a period of 60 days from the end of the initial 60-day period of time, and the extension notice will indicate the special circumstances requiring such extension of time and the date by which the Committee expects to render the determination on review.
The written or electronic determination of the appeal by the Committee will set forth, in a manner that is intended to be understood by the Claimant:
1. | The specific reason or reasons for the decision. |
2. | Reference to the specific Plan provisions on which the Adverse Benefit Determination is based. |
3. | The Claimant’s right to receive, upon request and without charge, reasonable access to, and copies of, all documents, records and other information relevant to the appeal for benefits. |
4. | A statement of the employee’s right to file an appeal under Section 502(a) of ERISA. |
The Chief Executive Officer has sole discretion in making decisions with respect to a claim, and his/her decisions are final and binding, subject to the right to appeal to the Committee and unless found by a court to be arbitrary and capricious. Similarly, the decision of the Committee with respect to an appeal of a denied claim is final and binding unless the decision is determined by a court to be arbitrary and capricious.
If a Claimant timely challenges a decision of the Committee in a court of law, the court’s review will be limited to the facts, evidence and issues presented to the Chief Executive Officer and Committee during the appeals procedure set forth above. Facts and evidence that become known to the terminated Participant or other interested person after having exhausted the appeals procedure must be brought to the attention of the Committee for reconsideration of the appeals determination. Issues not raised with the Committee will be deemed waived.
A Participant may not bring an action for any alleged wrongful denial of Plan benefits in a court of law unless the appeals procedures set forth above are exhausted and a final determination is made by the Committee. After the remedies set forth above are exhausted, a Participant must file any court action within 90 days after final notice of an Adverse Benefit Determination.
B-2
Exhibit 10.2
TERMINATION OF CHANGE IN CONTROL AGREEMENT
THIS TERMINATION OF CHANGE IN CONTROL AGREEMENT (this “Agreement”) is made and entered into effective as of the 21st day of October, 2026 by and between Modine Manufacturing Company, a Wisconsin corporation (“Modine”) and Michael B. Lucareli (the “Executive”).
WHEREAS, the Executive and Modine are parties to that certain Change in Control and Termination Agreement, dated as of May 28, 2008, as amended on June 10, 2011 (the “Change in Control Agreement,”);
WHEREAS, Modine has adopted the Modine Manufacturing Company Executive Severance Plan which provides for updated severance entitlements to participants thereunder, including Executive;
WHEREAS, Executive has agreed to terminate the Change in Control Agreement and has been designated as a participant in the new Modine Manufacturing Company Executive Severance Plan (the “New Plan”); and
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Modine and Executive do hereby agree as follows:
1.Termination of Change in Control Agreement. Effective immediately upon signing, the Change in Control Agreement and all obligations thereunder are hereby terminated and shall have no further force or effect.
2.Payment of Severance under the New Plan. The Executive and Modine acknowledge that severance payable to Executive under the Change in Control Agreement upon certain terminations following a Change in Control (as defined in the Change in Control Agreement) was payable to Executive in a lump sum within 60 days following the date of such a termination of employment, but not earlier than the first date on which Modine could make payment without causing an additional tax to be paid by Executive pursuant to Section 409A of the Internal Revenue Code of 1986, as amended from time to time (“Section 409A”). Accordingly, notwithstanding anything to the contrary in the New Plan, in order to maintain the same payment schedule, Modine and Executive hereby agree that any severance benefits payable to Executive under Section 4.2(b) and (c) of the New Plan shall be paid to Executive in a lump sum within 60 days following the date of an applicable termination of Executive’s employment, but not earlier than the first date on which Modine could make payment without causing an additional tax to be paid by Executive pursuant to Section 409A.
3.Governing Law. This Agreement shall be construed and interpreted according to the laws of the State of Wisconsin, excluding any choice of law rules that may cause the application of the laws of another jurisdiction.
4.Binding Effect. This Agreement shall be binding upon and enforceable by and shall inure to the benefit of the parties hereto and their respective heirs, successors, legal representatives and assigns.
5.Entire Agreement. This Agreement contains the entire agreement between the parties regarding its subject matter and supersedes any prior understandings, agreements or representations by or between the parties, written or oral, which relate to the subject matter hereof in any way.
6.Counterparts. This Agreement may be executed by facsimile, portable document format (.pdf) or other electronic signature pages and in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.
[Signature Page Follows]
2
IN WITNESS WHEREOF, the undersigned have executed this Termination of Change in Control Agreement as of the date first above written.
| MODINE: | |
| | |
| MODINE MANUFACTURING COMPANY | |
| | |
| By: | |
| Name: | |
| Title: | |
| | |
| EXECUTIVE: | |
| | |
| | |
| Michael B. Lucarelli | |
Exhibit 10.3
[October 22, 2026]
Neil Brinker
[Address]
Dear Neil:
Please refer to our letter agreement dated and accepted by you on November 10, 2020, (the “Offer Letter”). As it relates to Paragraph 13 of the Letter Agreement regarding our severance obligations, we have agreed to amend the Letter Agreement as follows:
1. | Severance Obligations. Paragraph 13 is amended and restated in its entirety to read: |
“Please understand that this letter does not constitute a contract of employment for any specific period of time, but will create an employment at-will relationship that may be terminated at any time by you or Modine, with or without cause and with or without advance notice. The at-will nature of the employment relationship may not be modified or amended except by written agreement signed by Modine’s Lead Independent Director (or Chairperson, as the case may be) and you. Notwithstanding the foregoing, if your employment is terminated by Modine without Cause or you resign for Good Reason and you are not entitled to benefits under that certain Change in Control Agreement dated as of June 4, 2021, as amended from time to time, Modine will pay you a cash severance benefit equal to two times the sum of (a) your base salary and (b) your target annual incentive bonus under Modine’s annual management incentive plan, without regard to any deferrals thereunder, in effect at the time of the termination. Such amount shall be payable in equal normal payroll period installments over a two-year period following your termination of employment, starting on the 60th day following such termination and ending on the two-year anniversary of the first payment, subject to any delays required pursuant to paragraph 20 below. For this purpose, “Cause” means (i) your willful and continued failure to substantially perform your duties with the Company (other than any such failure resulting from physical or mental incapacity) after written demand for performance is given to you by the Company which specifically identifies the manner in which the Company believes you have not substantially performed and a reasonable time to cure has transpired, (ii) your conviction of a crime, the circumstances of which substantially relate to your job duties, (iii) your material breach of this agreement; or (iv) your commission of an act of dishonesty or of any willful act of misconduct which results in or could reasonably be expected to result in significant injury (monetarily or otherwise) to the Company, as determined in good faith by the Committee. “Good Reason” shall be deemed to exist only if the Company shall fail to correct within 60 days after receipt of written notice from you specifying in reasonable detail the reasons you believe one of the following events or conditions has occurred (provided such notice is delivered by you no later than 30 days after the initial existence of the occurrence): (1) a material diminution of your then current aggregate base salary and target annual incentive amount (other than pro rata reductions that also affect substantially all other similarly situated employees) without your prior written agreement; (2) the material
diminution of your authority, duties or responsibilities as President and CEO of the Company without your prior written agreement; (3) the relocation of your position with the Company to a location that is greater than 50 miles from Racine, Wisconsin and that is also further from your principal place of residence; or (4) a requirement that you report to another officer of the Company or its successor instead of directly reporting to the Board or the board of directors of the Company’s successor, without your prior written agreement, provided that in all events the termination of your service with the Company shall not be treated as a termination for “Good Reason” unless such termination occurs not more than six (6) months following the initial existence of the occurrence of the event or condition claimed to constitute “Good Reason.”
If you are entitled to the cash severance benefit in this paragraph 13, Modine will also pay you a current year pro rata annual bonus, calculated based on the amount you would have earned under the Modine annual management incentive plan if you had remained employed through the end of the bonus plan year and prorated based on the actual number of days worked during such bonus plan year, payable in a lump sum at the same time as bonuses are paid to members of senior management of Modine and its affiliates.
Finally, if you are entitled to the cash severance benefit in this paragraph 13, in addition to the cash severance described above and you choose to enroll in COBRA coverage with Modine following your termination, Modine shall pay the COBRA premiums for you and your eligible dependents who participate in the Modine’s medical, dental, vision and prescription drug plans as of the date of termination, on a monthly basis for a period of 18 months following the date of termination, and an equivalent monthly cash payment for the six (6) month period thereafter. This benefit shall cease as soon as you become eligible for coverage under the medical, dental, vision and prescription drug insurance plans of a subsequent employer. You are responsible for promptly notifying Modine of such eligibility. The premium payments payable on your behalf shall be a taxable benefit to you.
All severance benefits in this paragraph 13 are conditioned on your signing a full release of any and all claims against Modine in a release form acceptable to Modine after the termination of your employment and your not revoking such release pursuant to any revocation rights afforded by applicable law (all within 60 days after your termination of employment or such shorter period as may be specified by the Company). Upon termination of your employment, you hereby resign as of the date of such termination as a director and officer of Modine and its affiliates and subsidiaries and as a fiduciary of any of its or their benefit plans, and you agree to promptly execute and deliver upon such termination any document reasonably required by Modine to evidence the foregoing.”
The capitalized terms used above which are not otherwise defined in this letter will have the meanings assigned to them in the Offer Letter.
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| | MODINE MANUFACTURING COMPANY | |
| | By | |
| | Name: | |
| | Title: | |
| | | |
| | EMPLOYEE | |
| | By | |
| | Neil Brinker | |
3
Exhibit 10.4
CHANGE IN CONTROL AGREEMENT AMENDMENT
THIS CHANGE IN CONTROL AGREEMENT AMENDMENT (this “Amendment”) is made and entered into as of [October 22, 2026], by and between Neil Brinker (“Executive”) and Modine Manufacturing Company, a Wisconsin corporation (the “Company”, and together with Executive, the “Parties,” and each, a “Party”).
WHEREAS, the Company and the Executive are parties to that certain Change in Control Agreement, dated as of June 4, 2021 (as amended, restated, supplemented, or otherwise modified from time to time in accordance with its provisions, the “Agreement”);
WHEREAS, the Parties desire to amend the Agreement to modify the provisions governing the Executive’s eligibility for severance pay within the 24-month period following a change in control event, on the terms and subject to the conditions set forth in this Amendment.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Sections 2(b) and 2(c) of the Agreement are hereby amended and restated in their entirety to read as follows:
(b.) | Change in Control Severance Benefits. Upon Executive meeting the conditions of Section 2(a) above, Executive shall be eligible to receive the following severance benefits: |
(i.) | Modine shall pay Executive an amount equal to three (3) times Executive’s Base Salary; |
(ii.) | Modine shall pay Executive an amount equal to three (3) times the greater of (a) Executive’s Target Bonus or (b) an amount equal to the average annual bonus paid to the Executive under the Company’s annual management incentive plan or any Company-maintained annual incentive plan, without regard to any salary deferral, based on the three most recent annual bonus payments received by Executive prior to the date of termination; |
(iii.) | Modine shall pay Executive an amount equal to the Target Bonus prorated for number of days Executive was actually employed during the fiscal year of Executive’s termination of employment; and |
(iv.) | If Executive enrolls in COBRA coverage with Modine following his termination of employment, Modine will pay Executive’s full COBRA premium for the eighteen (18) months following Executive’s termination of employment and an equivalent monthly cash payment for the eighteen (18) month period thereafter. This benefit shall cease as soon as Executive becomes eligible for coverage under the medical, dental, vision and prescription drug insurance plans of a subsequent employer. Executive is responsible for promptly notifying the Company of such eligibility. The premium payments payable on Executive’s behalf shall be a taxable benefit to Executive. |
(c.) | Payment of Change in Control Severance Benefits. Modine shall pay Executive the severance benefits under Sections 2(b)(i) through (iii) above in a lump sum upon the expiration of the Release Period, provided, however, if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then the lump sum payment shall be made to Executive on the date which is the earlier of (A) the date that is immediately following the expiration of the six (6)-month period measured from the date of Executive’s “separation from service,” and (B) the date of Executive’s death. |
(a)This Amendment is governed by and construed in accordance with the internal laws of the State of Wisconsin, without regard to its conflict of laws principles, consistent with Section 10 of the Agreement.
(b)The headings in this Amendment are for reference only and do not affect the interpretation of this Amendment.
(c)This Amendment may be executed in counterparts, each of which is deemed an original, but all of which constitute one and the same agreement. Delivery of an executed
2
counterpart of this Amendment electronically shall be effective as delivery of an original executed counterpart of this Amendment.
(d)This Amendment constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
3
The Parties have executed this Amendment as of the date first written above.
| MODINE MANUFACTURING COMPANY | |||
| | |||
| By | | | |
| Name: | |||
| Title: | |||
| EXECUTIVE | |||
| | |||
| | | ||
| Neil Brinker | |||
4
Exhibit 10.5
Executive
[October __, 2026]
[Name]
Via email
Dear [Name]:
Please refer to the various Performance Stock Award Agreements entered into between you and Modine Manufacturing Company, a Wisconsin corporation (the “Company”) covering all outstanding and unvested Performance Stock Awards held by you as of the date of this letter (each, an “Agreement” and collectively, the “Agreements”).
The Company has the right to unilaterally amend the Agreements in accordance with Section 4.02(e) of the Plan in cases where such amendment is beneficial to you. As such, the Company hereby amends Section 4 of the Agreement governing the vesting of your Awards in connection with a Change in Control:
1.Amendments to the Existing Agreement. Section 4 of each Agreement is hereby amended and restated in its entirety to read as follows:
Change in Control. The vesting of the Award in the event of a Change in Control is governed by Section 11.02 of the Plan. Notwithstanding the foregoing, determination of any payment with respect to the Award under Section 11.01(b) and the level of Performance Goal satisfaction of this Award deemed to occur under Section 11.02 of the Plan shall be based upon the greater of (i) Target or (ii) the level of achievement that would occur at the end of the Performance Period based on the extrapolated performance results of the Company towards the Performance Goals measured as of the date of the Change in Control (as determined in good faith by the Committee). Further, notwithstanding anything in this Agreement or Section 11.02 of the Plan to the contrary, upon a Change in Control, all outstanding Performance Stock shall be deemed to have satisfied the Performance Goals at the greater of (i) Target or (ii) the level of achievement that would occur at the end of the Performance Period based on the extrapolated performance results of the Company towards the Performance Goals measured as of the date of the Change in Control (as determined in good faith by the Committee), and shall vest in the event of an involuntary termination of your employment with the Company or a Subsidiary by the Company without Cause or a termination of your employment by you for Good Reason within one (1) year following a Change in Control, if such termination occurs prior to the end of the Performance Period. “Good Reason” means a material
diminution in your title (including the removal of a corporate officer designation); a material diminution in your base salary; material diminution in your annual 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.
Any capitalized terms referred to in this letter that are used and not defined have the same meaning as in your Agreements. All other terms in your Agreements remain the same.
This amendment is effective as of the date first written above. Please contact [Erin Roth] if you have any questions regarding the updated terms of your Agreements.
| MODINE MANUFACTURING COMPANY | |
| | |
| By | |
| Name: | |
| Title: | |
2
Exhibit 10.6
MODINE MANUFACTURING COMPANY
PERFORMANCE STOCK AWARD
AWARD AGREEMENT
We are pleased to inform you that you have been granted an opportunity to earn a Performance Stock Award of Modine Manufacturing Company (the “Company”), subject to the terms and conditions of the Modine Manufacturing Company 2020 Incentive Compensation Plan (the “Plan”) and of this Award Agreement. Unless otherwise defined herein, all terms used in this Award Agreement shall have the same meanings as set forth in the Plan.
Full name of Grantee: | ###PARTICIPANT_NAME### |
Date of Award: | ###GRANT_DATE### |
Target number of Common Stock: | ###TARGET_GRANTED_QUANTITY### |
Performance Period: | April 1, ____ to March 31, ____ |
1. Performance Stock Award. Pursuant to the Plan, and (if applicable) subject to your execution of the Restrictive Covenant Agreement described in Paragraph 13 below, you are hereby granted a Performance Stock Award, subject to the terms and conditions of this Award Agreement and the Plan. The number of shares of Common Stock to be issued hereunder if the Target Performance Goals are achieved is set forth above.
2. Terms of Performance Stock Award and Performance Goals. You have been granted an opportunity to earn shares of Common Stock under this Performance Stock Award. The actual number of shares of Common Stock earned by you will be determined as described below, based upon the actual results for the Performance Period set forth above compared to the Performance Goals set forth below, provided that you remain an employee of the Company or a Subsidiary for the entire Performance Period (subject to the provisions below regarding death, Disability or Retirement) and the achievement of the Performance Goals is greater than the Threshold amount specified below (the “Conditions”). If either of these Conditions is not satisfied, then except as otherwise provided in this Award Agreement and the Plan, no Common Stock shall be earned.
The Performance Goals for this Performance Stock Award are:
| ● | Cash Flow Return on Invested Capital (“Cash Flow ROI”) (50% weight) |
| ● | Average Annual Adjusted EBITDA Growth (50% weight) |
The Threshold Performance Goals are the minimum Performance Goals that must be achieved by the Company during the Performance Period for you to earn any Common Stock under this Performance Stock Award. The Maximum Performance Goals are the minimum Performance Goals that must be achieved by the Company during the Performance Period for you to earn the “Maximum” number of shares of Common Stock earned under this Performance Stock Award.
| Performance Goal: (50% weight) | Performance Goal: (50% weight) | Performance Stock Award |
Threshold: | | | |
Target: | | | |
Maximum: | | | |
Definitions
| ● | “Cash Flow ROI” or “Cash Flow Return on Invested Capital” means the sum of Adjusted Free Cash Flow plus Cash Interest, all divided by Average Capital Employed. |
o | Adjusted Free Cash Flow equals “Net cash provided by operating activities”, less “Expenditures for property, plant and equipment” (both as reported externally for the Company’s audited financial statements), plus or minus Permitted Adjustments (defined below) approved by the Committee and Cash Interest equals cash paid for interest expense related to outstanding debt. |
o | Average Capital Employed for each fiscal year equals total debt plus shareholders’ equity averaged over five points (i.e., the last day of each fiscal quarter and prior fiscal year-end); and where shareholder’s equity excludes shareholder equity attributable to noncontrolling interests. |
| ● | “Average Annual Adjusted EBITDA Growth” means the simple three-year arithmetic average of the Company’s Adjusted EBITDA Growth during the Performance Period, as reported externally for the Company’s audited financial statements. Adjusted EBITDA Growth equals current-year Adjusted EBITDA minus prior-year Adjusted EBITDA, with that total divided by prior-year Adjusted EBITDA. Adjusted EBITDA equals “Operating Income” plus “Depreciation and Amortization Expenses”, both as reported externally for the Company’s audited financial statements, plus or minus Permitted Adjustments (defined below) approved by the Committee. |
Permitted Adjustments:
o | Restructuring Charges |
| ◾ | Fees and expenses for restructuring consultants or financial advisors |
| ◾ | Employee severance, outplacement and related benefits |
| ◾ | Employee insurance and benefits continuation |
| ◾ | Contractual salary continuation for terminated employees |
| ◾ | Equipment transfers and facility preparation |
| ◾ | Environmental services (e.g., plant clean-up prior to sale) |
o | Acquisition and Divestiture Charges |
| ◾ | Fees and expenses for transaction advisors (i.e., financial advisors, consultants, lawyers and accountants) |
| ◾ | Integration expenses |
| ◾ | Other incremental costs and charges that are non-recurring and directly related to the transaction |
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o | Other |
| ◾ | Fees and expenses for strategy advisory services associated with a specific transaction or unique project |
| ◾ | Unusual, non-recurring or extraordinary cash and non-cash charges or income |
o | Adoption of New Accounting Standards |
| ◾ | The impact of the adoption of new U.S. GAAP accounting standards and significant changes in the Company’s accounting methods. |
o | Acquisitions & Divestitures and Foreign Exchange Rates |
| ◾ | In addition, the Committee has discretion to take into consideration the impact a significant acquisition or divestiture, or significant fluctuations in foreign exchange rates, may have on Cash Flow ROI or EBITDA Growth and apply appropriate treatment. |
If actual Cash Flow ROI or EBITDA Growth for the Performance Period is between Threshold and Target and/or between Target and Maximum, the number of shares of Common Stock earned shall be determined on a linear basis.
In the event that the Company’s actual Cash Flow ROI or EBITDA Growth does not meet the Threshold for the Performance Period, no Common Stock shall be earned relative to such metric under this Performance Stock Award.
In the event that the Company’s actual Cash Flow ROI or EBITDA Growth exceeds the Maximum for the Performance Period, only the Maximum percentage of the Target number of shares of Common Stock set forth above shall be earned relative to such metric.
3. Delivery of Shares of Common Stock. Performance Stock earned shall be paid in shares of Common Stock delivered to you after the end of the Performance Period as soon as administratively practicable after the Committee has approved and certified the number of shares of Performance Stock that have been earned hereunder or, in the event of vesting covered under Paragraph 4 below, within thirty (30) days of the date of your termination of employment. Common Stock shall be registered in your name (either in book-entry form or otherwise) promptly following the vesting date.
4. Change in Control. The vesting of the Award in the event of a Change in Control is governed by Section 11.02 of the Plan. Notwithstanding the foregoing, determination of any payment with respect to the Award under Section 11.01(b) and the level of Performance Goal satisfaction of this Award deemed to occur under Section 11.02 of the Plan shall be based upon the greater of (i) Target or (ii) the level of achievement that would occur at the end of the Performance Period based on the extrapolated performance results of the Company towards the Performance Goals measured as of the date of the Change in Control (as determined in good faith by the Committee). Further, notwithstanding anything in this Agreement or Section 11.02 of the Plan to the contrary, upon a Change in Control, all outstanding Performance Stock shall be deemed to have satisfied the Performance Goals at the greater of (i) Target or (ii) the level of achievement that would occur at the end of the Performance Period based on the extrapolated performance results of the Company towards the Performance Goals measured as of the date of the Change in Control (as determined in good faith by the Committee), and shall vest in the event of an involuntary termination of your employment with the Company or a Subsidiary by the Company without Cause or a termination of your employment by you for Good Reason within one (1) year following a Change in Control, if such termination occurs prior to the end of the Performance
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Period. “Good Reason” means a material diminution in your title (including the removal of a corporate officer designation); a material diminution in your base salary; material diminution in your annual 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.
5. Death, Disability, or Retirement. Notwithstanding anything in this Agreement to the contrary, upon your termination of employment due to death, Disability (as defined herein), or Retirement (as defined herein) a prorated portion (based on the period working during the Performance Period) of the Performance Stock granted to you hereunder shall vest based on the Company’s actual achievement of the Performance Goals at the end of the Performance Period as certified by the Committee, and shares will be delivered to you after the Committee has approved and certified the number of shares of Performance Stock that have been earned hereunder. For purposes of this Award Agreement, “Disability” shall mean “permanent and total disability” as defined in Section 22 (e)(3) of the Internal Revenue Code. For purposes of this Award Agreement, “Retirement” shall mean your separation from service with the Company or its Subsidiaries either (a) after you are at least 55 years old and have attained 65 Combined Credit Years or (b) as approved by the Committee in its discretion. “Combined Credit Years” shall mean the total number of years after adding together your age (in whole years) and years of service with the Company or its Subsidiaries (in whole years). For your separation from service to be treated as a Retirement under (a) of this Paragraph, your separation from service must occur on or after the first (1st) annual anniversary of the Date of Award set forth above. In addition, for your separation from service to be treated as a Retirement under (a) of this paragraph, you must provide at least six (6) months advance written notice of your intention to retire to the Committee (for executive officers) or the CEO (for non-executive officers), unless such minimum notice period is waived by the Committee (for executive officers) or CEO (for non-executive officers).
6. Forfeiture. Other than as described above in Paragraph 4 regarding a Change in Control or Paragraph 5 regarding death, Disability, or Retirement, upon your termination of employment with the Company or a Subsidiary for any other reason during the Performance Period, you will forfeit all Performance Stock covered by this Agreement.
7. Shareholder Status. While this Performance Stock Award is outstanding and until Common Stock is issued hereunder, you shall not have any rights as a shareholder of the Company, including the right to vote and the right to receive dividends on any Common Stock potentially earned under this Performance Stock Award.
8. Transfer. This Performance Stock Award shall be nontransferable. Notwithstanding the foregoing, you shall have the right to transfer the Performance Stock Award or Common Stock otherwise issued hereunder upon your death, either by the terms of your will or under the laws of descent and distribution. This provision shall not prevent you from transferring any shares of Common Stock issued hereunder after the end of the Performance Period.
9. No Obligation of Employment. This Performance Stock Award shall not impose any obligation on the Company to continue your employment with the Company or any Subsidiary.
10. Controlling Provisions; Plan Controls. In the event of a conflict between the terms of this Award Agreement and any employment agreement or change in control agreement between you and the Company, this Award Agreement shall control. This Performance Stock Award is qualified in its
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entirety by reference to the terms and conditions of the Plan under which it is granted, a copy of which you may request from the Company. The Plan empowers the Committee to make interpretations, rules and regulations thereunder and, in general, provides that the determinations of such Committee with respect to the Plan shall be binding upon you. The Plan is incorporated herein by reference.
11. Forfeiture Under Recoupment Policy. The Company shall have the power and the right to require you to forfeit and return the shares of Common Stock issued hereunder or any proceeds therefrom consistent with any recoupment policy maintained by the Company under applicable law, as such policy is amended from time to time.
12. Personal Information. Solium Capital LLC and Equiniti Trust Company assist the Company in the operation of the Plan and the administration of the Performance Stock Award granted pursuant to this Award Agreement. If you choose to participate in the Plan, you acknowledge and consent to the Company sharing your name, email, and information regarding the grant of the Performance Stock Award under this Award Agreement with both Solium Capital LLC and Equiniti Trust Company.
13. Restrictive Covenant Agreement. If applicable, as a condition to the receipt of this Performance Stock Award, you must execute the attached Restrictive Covenant Agreement (“RCA”). If this Award Agreement is accompanied by an attached RCA, you acknowledge and agree that as a condition to the receipt of this Award, you must execute the RCA and that this Award serves as consideration for the covenant and obligations of the RCA.
14. Use of Words. The use of words of the masculine gender in this Award Agreement is intended to include, wherever appropriate, the feminine or neuter gender and vice versa.
15. Successors. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company.
16. Taxes. The Company may require payment of or withhold any tax which it believes is required as a result of the Award and/or the issuance of Common Stock resulting from this Award, and the Company may defer making delivery with respect to shares issuable hereunder until arrangements satisfactory to the Company have been made with respect to such tax withholding obligations.
17. Committee Discretion. Notwithstanding anything in this Agreement, the Committee retains the discretion to make negative adjustments to the final determination of the achievement of any Performance Goals.
18. No Legal or Tax Advice. Notwithstanding anything stated in this Award Agreement, the Company is not providing any legal or tax advice related to this Performance Stock Award or any Common Stock issued hereunder. Nothing stated in this Award Agreement is intended to cover any legal or tax situation. You are encouraged to consult your own legal and/or tax advisors to address any questions or concerns you may have regarding this Award Agreement or any Common Stock issued hereunder.
19. Controlling Law. The law of the State of Wisconsin, except its law with respect to choice of law, shall be controlling in all matters relating to this Agreement.
By your electronic agreement and the signature of the Company’s representative below, you and the Company agree that this Performance Stock Award awarded to you under this Award
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Agreement is subject to the terms and conditions of the Plan, a copy of which is available to you upon request. As provided in the Plan, you hereby agree to accept as binding any decision of the Committee with respect to the interpretation of this Award Agreement, or any other matters associated therewith.
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IN WITNESS WHEREOF, the Company has caused this Award Agreement to be executed as of ###GRANT_DATE###.
| | MODINE MANUFACTURING COMPANY |
| | |
| By: |
|
| | Neil D. Brinker |
| | President and CEO |
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Exhibit 10.7
Executive
[October __, 2026]
[Name]
Via email
Dear [Name]:
Please refer to the various Restricted Stock Unit Award Agreements entered into between you and Modine Manufacturing Company, a Wisconsin corporation (the “Company”) covering all outstanding and unvested Restricted Stock Unit Awards held by you as of the date of this letter (each, an “Agreement” and collectively, the “Agreements”).
The Company has the right to unilaterally amend the Agreements in accordance with Section 4.02(e) of the Plan in cases where such amendment is beneficial to you. As such, the Company hereby amends Section 8 of the Agreement governing the vesting of your Awards in connection with a Change in Control:
1.Amendments to the Existing Agreement. Section 8 of each Agreement is hereby amended and restated in its entirety to read as follows:
Change in Control. The vesting of the Award in the event of a Change in Control is governed by Section 11.02 of the Plan. Involuntary termination of your employment by the Company would be termination of your employment by the Company without Cause or termination by you of your employment for Good Reason within one (1) year following a Change in Control. “Good Reason” means a material diminution in your title (including the removal of a corporate officer designation); a material diminution in your base salary; material diminution in your annual 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. To the extent that the RSUs (i) become vested upon your separation from service due to Section 11.02 of the Plan, (ii) are nonqualified deferred compensation subject to Section 409A of the Code, and (iii) you are a “specified employee” for purposes of Section 409A of the Code on the date of such separation, the Shares shall not be distributed to you until the first business day after the date that is six (6) months after the date of your “separation of service” as such term is defined under Section 409A of the Code.
Any capitalized terms referred to in this letter that are used and not defined have the same meaning as in your Agreements. All other terms in your Agreements remain the same.
This amendment is effective as of the date first written above. Please contact [Erin Roth] if you have any questions regarding the updated terms of your Agreements.
| MODINE MANUFACTURING COMPANY | |
| | |
| By | |
| Name: | |
| Title: | |
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Exhibit 10.8
MODINE MANUFACTURING COMPANY
2020 INCENTIVE COMPENSATION PLAN
RESTRICTED STOCK UNIT AWARD
AWARD AGREEMENT
We are pleased to inform you that you have been granted a Restricted Stock Unit Award subject to the terms and conditions of the Modine Manufacturing Company 2020 Incentive Compensation Plan (the “Plan”) and of this Award Agreement. Unless otherwise defined herein, all terms used in this Award Agreement shall have the same meanings as set forth in the Plan.
Full name of Grantee: | ###PARTICIPANT_NAME### |
Date of Award: | ###GRANT_DATE### |
Total number of Restricted Stock Units: | ###TOTAL_AWARDS### |
1. Restricted Stock Unit Award. Pursuant to the Plan, and (if applicable) subject to your execution of the Restrictive Covenant Agreement described in Paragraph 10 below, you are hereby granted a Restricted Stock Unit Award (“Award”), subject to the terms and conditions of this Award Agreement and the Plan. Accordingly, you are hereby granted the aggregate number of Restricted Stock Units (“RSUs”) set forth above, subject to the restrictions and conditions set forth in this Award Agreement.
2. Restricted Period. Upon the expiration of the Restricted Period (as described in the chart below) applicable to the number of RSUs specified in the chart below, you shall receive one share of Common Stock for each RSU for which the Restricted Period has expired. For purposes of this Award Agreement, the Restricted Period shall mean the period beginning on the date of this Award set forth above and ending as set forth below:
###VEST_SCHEDULE_TABLE###
3. Shareholder Status. You shall not have any voting or other ownership rights in the Company arising from the grant of RSUs under this Agreement, unless and until such RSUs are settled pursuant to Section 4, below. Further, you shall not be entitled to dividend equivalents during the period you hold RSUs.
4. Settlement and Delivery. As soon as administratively practicable after the expiration of the Restricted Period, the Company shall ascribe to you (or, in the event of your death, your beneficiary) a share of Common Stock for each RSU that vests as a result of the expiration of the Restricted Period in a book entry on the records kept by the Company’s transfer agent or such other method of delivering shares of Common Stock subject to this Award, as determined by the Committee.
Except as otherwise provided in Section 8.02(f) or Section 11.02 of the Plan, in the event of your termination of employment with the Company or a Subsidiary for any reason (other than due to Disability (as defined below), death, or Retirement (as defined below) prior to the expiration of the Restricted Period for any RSUs, you shall forfeit to the Company all RSUs for which the Restricted Period has not expired and the right to receive any Common Stock with respect to such RSUs. If you terminate employment with the Company or a Subsidiary due to Disability, death, or Retirement prior to the end of the Restricted Period for any RSUs, your Restricted Stock Unit Award shall vest in full.
For purposes of this Award Agreement, “Disability” shall mean “permanent and total disability” as defined in Section 22 (e)(3) of the Internal Revenue Code; and “Retirement” shall mean your separation from service with the Company or its Subsidiaries either (a) after you are at least 55 years old and have attained 65 Combined Credit Years or (b) as approved by the Committee in its discretion. “Combined Credit Years” shall mean the total number of years after adding together your age (in whole years) and years of service with the Company or its Subsidiaries (in whole years). For your separation from service to be treated as a Retirement under (a) of this Paragraph, your separation from service must occur on or after the first (1st) annual anniversary of the Date of Award set forth above. In addition, for your separation from service to be treated as a Retirement under (a) of this paragraph, you must provide at least six (6) months advance written notice of your intention to retire to the Committee (for executive officers) or the CEO (for non-executive officers), unless such minimum notice period is waived by the Committee (for executive officers) or CEO (for non-executive officers).
For the avoidance of doubt, in the event of a termination of your employment due to Disability, death, or Retirement, the Restricted Period shall end as of the date of your “separation from service” as such term is defined under Section 409A of the Code; provided, however, that to the extent that (i) the RSUs become vested upon a Retirement and are nonqualified deferred compensation subject to Section 409A of the Code, and (ii) you are a “specified employee” for purposes of Section 409A of the Code on the date of the Retirement, the Shares shall not be distributed to you until the first business day after the date that is six (6) months after the date of your “separation of service” as such term is defined under Section 409A of the Code.
5. Transfer. This Restricted Stock Unit Award shall not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by you other than in the event of your death. Except for the designation of your beneficiary in the event of your death, the purported assignment, alienation, pledge, attachment, transfer or encumbrance of the Award or this Award Agreement shall be void and unenforceable against the Company. This provision shall not prevent you from transferring the shares of Common Stock issued hereunder after the expiration of the Restricted Period.
6. No Obligation of Employment. This Restricted Stock Unit Award shall not impose any obligation on the Company to continue your employment with the Company or any Subsidiary.
7. Controlling Provisions; Plan Controls. In the event of a conflict between the terms of this Award Agreement and any employment agreement or change in control agreement between you and the Company, this Award Agreement shall control. This Award Agreement is qualified in its entirety by reference to the terms and conditions of the Plan under which it is granted, a copy of which you may request from the Company. The Plan empowers the Committee to make interpretations, rules and regulations thereunder and, in general, provides that the determinations of such Committee with respect to the Plan shall be binding upon you. The Plan is incorporated herein by reference.
8. Change in Control. The vesting of the Award in the event of a Change in Control is governed by Section 11.02 of the Plan. Involuntary termination of your employment by the Company would be termination of your employment by the Company without Cause or termination by you of your employment for Good Reason within one (1) year following a Change in Control. “Good Reason” means a material diminution in your title (including the removal of a corporate officer designation); a material diminution in your base salary; material diminution in your annual 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. To
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the extent that the RSUs (i) become vested upon your separation from service due to Section 11.02 of the Plan, (ii) are nonqualified deferred compensation subject to Section 409A of the Code, and (iii) you are a “specified employee” for purposes of Section 409A of the Code on the date of such separation, the Shares shall not be distributed to you until the first business day after the date that is six (6) months after the date of your “separation of service” as such term is defined under Section 409A of the Code.
9. Forfeiture; Forfeiture Under Recoupment Policy. Other than as described above in Paragraph 8 regarding a Change in Control or Paragraph 4 regarding death, Disability, or Retirement, upon your termination of employment with the Company or a Subsidiary for any reason during the Restricted Period, you will forfeit all RSUs covered by this Agreement.
Additionally, the Company shall have the power and the right to require you to forfeit and return the shares of Common Stock issued as a result of the vesting of any Award or any proceeds therefrom consistent with any recoupment policy maintained by the Company under applicable law, as such policy is amended from time to time.
10. Restrictive Covenant Agreement. If applicable, as a condition to the receipt of this Award, you must execute the attached Restrictive Covenant Agreement (“RCA”). If this Award Agreement is accompanied by an attached RCA, you acknowledge and agree that as a condition to the receipt of this Award, you must execute the RCA and that this Award serves as consideration for the covenant and obligations of the RCA.
11. Use of Words. The use of words of the masculine gender in this Award Agreement is intended to include, wherever appropriate, the feminine or neuter gender and vice versa.
12. Successors. This Award Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company.
13. Taxes. The Company may require payment of or withhold any tax which it believes is required as a result of the Award and/or the issuance of Common Stock resulting from the vesting of the RSUs that are the subject of this Award, and the Company may defer making delivery with respect to shares issuable hereunder until arrangements satisfactory to the Company have been made with respect to such tax withholding obligations. The Company shall also have the right to withhold from other wages payable to you to satisfy the Company’s Federal Insurance Contributions Act (FICA) tax withholding obligation in the year that any RSUs granted hereunder are subject to such FICA tax.
14. No Legal or Tax Advice. Notwithstanding anything stated in this Award Agreement, the Company is not providing any legal or tax advice related to this Award or any Common Stock that may be obtained upon vesting of this Award. Nothing stated in this Award is intended to cover any legal or tax situation. You are encouraged to consult your own legal and/or tax advisors to address any questions or concerns you may have regarding this Award or any Common Stock that may be obtained upon vesting of this Award.
15. Personal Information. Solium Capital LLC and Equiniti Trust Company assist the Company in the operation of the Plan and the administration of the Restricted Stock Unit Award granted pursuant to this Award Agreement. If you choose to participate in the Plan, you acknowledge and consent to the Company sharing your name, email, and information regarding the grant of the Restricted Stock Unit Award under this Award Agreement with both Solium Capital LLC and Equiniti Trust Company.
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16. Controlling Law. The law of the State of Wisconsin, except its law with respect to choice of law, shall be controlling in all matters relating to this Agreement.
By your electronic agreement and the signature of the Company’s representative below, you and the Company agree that the Restricted Stock Unit Award awarded to you under this Award Agreement are subject to the terms and conditions of the Plan, a copy of which is available to you upon request. As provided in the Plan, you hereby agree to accept as binding any decision of the Committee with respect to the interpretation of the Plan and this Award Agreement, or any other matters associated therewith.
IN WITNESS WHEREOF, the Company has caused this Award Agreement to be executed as of ###GRANT_DATE###.
| MODINE MANUFACTURING COMPANY | ||
| By: |
| |
| Neil D. Brinker | ||
| President and CEO | ||
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