EXHIBIT 10(f)
MODINE MANUFACTURING COMPANY
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
PURPOSE
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Modine Manufacturing Company (hereinafter called the "Company")
has adopted the MODINE PENSION AND DISABILITY PLAN FOR SALARIED
EMPLOYEES (hereinafter called the "Pension Plan"), and executed a
Trust Agreement to provide retirement benefits for its employees.
The Pension Plan and Trust is intended to meet requirements of
Sections 401(a) and 501(a) of the Internal Revenue Code of 1954,
as amended.
The Pension Plan contains provisions placing limitations on the
maximum benefit which may be paid to a Participant in the Pension
Plan in accordance with Sections 401(a)(17) and 415 of the
Internal Revenue Code.
By resolution of November 14, 1979, the Board of Directors of the
Company determined that the maximum benefit limitations in the
Internal Revenue Code adversely affected the pension benefits of
eligible employees. It therefore authorized the payment of
supplemental retirement benefits of such employees impacted by
these maximum benefit limitations.
As a formal expression on the intent of said resolution of the
Board of Directors, the Company hereby establishes an unfunded
"Executive Supplemental Retirement Plan" within the meaning of
Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA for a select
group of highly compensated employees, to be effective for any
eligible employee who terminates employment on or after
November 14, 1979, (hereinafter called the "Plan").
ARTICLE I
DEFINITIONS AND CONSTRUCTION
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Section 1.1 Definitions: Except as specified below or elsewhere
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in this Plan, the definitions of words and phrases appearing in
this Plan shall have the meanings as set forth in the Pension
Plan. Where the following words and phrases appear in this Plan,
they shall have the respective meanings herein set forth, unless
the context clearly indicates to the contrary:
(a) Code: The Internal Revenue Code as now in effect or
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hereafter amended.
(b) Committee: The Plan Administrator consisting of at
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least three officers of the Company who are appointed
by the Officer Nomination and Compensation Committee of
the Company, but who are not members of the Officer
Nomination and Compensation Committee.
(c) Effective Date: November 14, 1979, the date on which
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the provisions of this Plan became effective.
Section 1.2 Except when otherwise indicated by the context,
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words in a masculine gender shall include the feminine and neuter
gender; the plural shall include the singular and the singular
shall include the plural.
Section 1.3 Employment Rights: Establishment of the Plan shall
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not be construed to give any employee the right to be retained by
the Company or to any benefits not specifically provided by the Plan.
Section 1.4 Severability: In the event any provision of the Plan
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shall be held invalid or illegal for any reason, any illegality or
invalidity shall not affect the remaining part of the Plan, but the
Plan shall be construed and enforced as if the illegal or invalid
provisions had never been inserted, and the Company shall have the
privilege and opportunity to correct and remedy such questions of
illegality or invalidity by amendment as provided in the Plan.
Section 1.5 Applicable Law: This Plan is fully exempt from
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Titles II, III and IV of ERISA. The Plan shall be governed and
construed in accordance with Title I of ERISA and the laws of the
State of Wisconsin.
ARTICLE II
PARTICIPATION AND ELIGIBILITY
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Section 2.1 Participation: A Participant in the Pension Plan
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shall become a Participant in this Plan when any benefits payable
under the Pension Plan are reduced on account of the limitations
in Code Section 415 or Code Section 401(a)(17).
Section 2.2 Other Retirement Benefits: Section 2.1 shall not
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preclude any Employee who has entered into an agreement with the
Company in which is provided other supplemental retirement
benefits from participating in this Plan and receiving such other
supplemental retirement benefits; provided, however, that such
Employee shall not receive the same benefit twice.
ARTICLE III
AMOUNT AND FORM OF BENEFIT PAYMENTS
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Section 3.1 Amount of Benefits: Benefits payable under the Plan
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shall be equal to:
(a) The amount of benefits payable under the Pension Plan
if the limitations in Code Section 415 and 401(a)(17)
were not applied, less
(b) The amount of benefits payable under the Pension Plan.
Section 3.2 Form of Benefit Payments: A Participant may elect
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the same manner of payment and optional benefits as are provided
in ARTICLE V of the Pension Plan, with the following exceptions:
(a) There is no joint and survivor pension payable to the
spouse of any married Participant who dies before
retiring from or otherwise leaving employment with the
Company.
(b) The monthly benefit to a Participant under the Plan
shall be a monthly benefit only for the life of the
Participant unless the Participant, prior to his
retirement (as defined in the Pension Plan) elects one
of the other optional Forms of Benefit as provided by
the Pension Plan. An election of one optional form of
benefit under the Pension Plan does not affect the
right of the Participant to elect a different form of
optional benefit under this Plan.
(c) Election of an optional form of benefit and designation
of a surviving beneficiary shall be done in accordance
with the rules set forth in the Pension Plan, except
that any such election by a married Participant shall
not require the written consent of his spouse.
(d) A Participant who is eligible to elect a lump-sum
payment under the Pension Plan, may elect to have a
lump-sum payment under this plan.
(e) Benefits under this Plan shall commence or be paid at a
time to be determined by the Committee, but not earlier
than the Date of Determination under the Pension Plan
and not later than twelve months after the Participant
has terminated his employment with the Company.
(f) If the commencement of benefit payments or a lump-sum
payment under this Plan occurs later than the
commencement of benefit payments or a lump-sum payment
under the Pension Plan, the amount of benefits under
this Plan shall be calculated in accordance with
Section 3.1 based upon the pension benefit as of the
date of commencement of benefit payments or the lump-
sum payment under this Plan (but not later than age 65).
Section 3.3 Forfeiture of Benefits: Neither a Participant nor
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his beneficiary shall have any right to a benefit under this Plan
if the Committee or the Company determines that the Participant
engaged in a willful, deliberate, or gross act of commission or
omission which is injurious to the finances or reputation of the
Company.
ARTICLE IV
GENERAL PROVISIONS
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Section 4.1 Plan Financing: All benefits paid under this Plan
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shall be paid from the general assets of the Company. Such
amounts shall be reflected on the accounting records of the
Company but shall not be construed to create or require the
creation of a trust, custodial, or escrow account. No Employee
or Participant shall have any right, title or interest whatever
in or to any investment reserves, accounts, or funds that the
Company may purchase, establish, or accumulate to aid in
providing benefits under this Plan. Nothing contained in this
Plan, and no action taken pursuant to its provisions, shall
create a trust or fiduciary relationship of any kind between the
Company and the Employee or any other person. Neither an
Employee or any beneficiary of an Employee shall acquire any
interest greater than that of an unsecured creditor.
Section 4.2 Administration: This Plan shall be administered by
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the Committee. The Committee shall have, to the extent
appropriate, the same powers, rights, duties, and obligations
with respect to this Plan as it would have if it were charged
with the duties of the Board of Administration under the Pension
Plan.
Section 4.3 Amendment and Termination: The Company reserves the
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right to amend this Plan from time to time and reserves the right
to terminate the Plan at any time, but any such amendment or
termination shall not have the effect of reducing or eliminating
any monthly benefit payable or accrued but not yet payable under
the terms of this Plan as of the date of the amendment or
termination.
Section 4.4 Action by the Company: Any action required of or
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permitted by the Company under this Plan shall be by resolution
of the Officers Nomination and Compensation Committee of the
Company, the Board of Directors of the Company or any person or
persons authorized by resolution of the Officers Nomination and
Compensation Committee, or the Board of Directors including, but
not limited to, the Committee.
Section 4.5 Tax Liability: The Company may withhold from any
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payments of benefits hereunder any taxes required to be withheld
in such sum as the Company may reasonably estimate to be
necessary to cover any taxes for which the Company may be liable
and which may be assessed with regard to such payment.
Section 4.6 Coordination with Pension Plan: Provisions of the
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Pension Plan, not specifically excluded or revised by this Plan,
may be applied by the Committee or the Company in determining the
rights and obligations, and any limitations thereon, under this
Plan.
IN WITNESS WHEREOF, MODINE MANUFACTURING COMPANY has caused this
instrument to be executed by its duly authorized officers, this
16th day of July, 1987.
MODINE MANUFACTURING COMPANY
By: XXXXX X. XXXXX
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Title: Executive V.P.
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ATTEST:
W. E. XXXXXXX
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Secretary
MODINE MANUFACTURING COMPANY
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
FIRST AMENDMENT
WHEREAS, the Company established the Modine Manufacturing Company
Executive Supplemental Retirement Plan effective November 14,
1979, and
WHEREAS, it is the desire of the Company to amend such Plan as
hereinafter set forth.
NOW, THEREFORE, the Company does hereby adopt the First Amendment
to the Modine Manufacturing Company Executive Supplemental
Retirement Plan to be effective as of October 1, 1994.
Section 3.2(d), is amended to read as follows in its entirety:
(d) A Participant, upon his retirement, may elect a one-
time lump-sum payment of his benefit under this Plan,
whether or not he is eligible to elect a lump-sum
payment under the Pension Plan.
Except as expressly amended herein, the Modine Manufacturing
Company Executive Supplemental Retirement Plan shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment of the Modine Manufacturing Company Executive
Supplemental Retirement Plan, this 19th day of October, 1994.
MODINE MANUFACTURING COMPANY
By: X. X. XXXXXX
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ATTEST:
W. E. XXXXXXX
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