EXHIBT 10(b)
AGREEMENT
This Agreement made this 21st day of January, 1998 by and
between Modine Manufacturing Company, a Wisconsin corporation,
having its principal place of business in Racine, Wisconsin
(hereinafter called "Modine and/or Company"), and Xxxxxxx X.
Xxxxxx (hereinafter called "Employee").
WITNESSETH THAT
WHEREAS on December 1, 1997 Employee notified the Company
of his intention to retire by the submission of his resignation
as an Employee of the Company effective March 31, 1998, while
continuing as Chairman of the Board of Directors of the Company, and
WHEREAS the Officer Nomination and Compensation Committee of
the Company and Employee have agreed upon compensation payable to
Employee for all services rendered to the Company through the
effective date of resignation on March 31, 1998, and desire to
place in writing the details of such agreement.
NOW THEREFORE, for and in consideration of Ten Dollars ($10.00),
receipt of which is hereby acknowledged, and the mutual covenants
herein exchanged, the parties hereto agree as follows:
1. Employee's employment with the Company shall be deemed
to have terminated at the end of the business day on March 31, 1998,
the last day of the Company's 1997-1998 fiscal year.
2. Company shall pay and the Employee shall accept within
sixty (60) days of the close of the Company's 1997-1998 fiscal year,
a Management Incentive payment calculated in accordance with the
Company's Management Incentive Plan in effect for fiscal 1997-1998.
3. With respect to previous grants to Employee under the
Company's Stock Award Plans approved by the Board of Directors and
shareholders of the Company in 1985 and 1994, the Officer Nomination
and Compensation Committee hereby consents to the early retirement of
Employee, (the Board of Directors at its meeting on December 17, 1997
consented to Employee's Early Retirement) so that Employee's previously
granted Stock Awards will vest to Employee and be free of any further
restrictions as of March 31, 1998.
4. Employee agrees to sell and Company agrees to buy on April 1,
1998, at the fair market value at the close of business on March 31,
1998, 39,000 shares of Restricted Stock owned by Employee; provided,
however, should Employee decide on or before April 1, 1998 to receive
such shares in kind rather than cash, all restrictions shall terminate
and the Company shall deliver unrestricted shares in that amount to
Employee on April 1, 1998.
5. Employee may continue to exercise, at his discretion, stock
options granted to him under the 1985 Incentive Stock Plan and the
1994 Incentive Compensation Plan. Employee rights as to stock options
and exercises will be governed by the relevant provisions of the stock
option grant agreements.
6. Employee shall not participate in options granted by
the Company in January of 1998.
7. Pursuant to the Modine Manufacturing Company Executive
Supplemental Stock Plan the Company shall pay and the Employee shall
accept a cash payment on April 1, 1998 equal to the fair market value
of the phantom shares held by Employee in the Executive Supplemental
Stock Plan on the close of business March 31, 1998.
8. With respect to the Employee's holdings in the Modine
Contributory Employee Stock Ownership and Investment Plan (the MCSPP
and the MTS), Employee shall withdraw his accumulated shares of Modine
stock held for his account on or before November 1, 1999.
9. While Employee's access to the Mayo Clinic for an annual
physical examination as an Employee will cease, Employee will continue
to have access to the Mayo Clinic for an annual physical so long as he
remains a Director with the expenses therefor reimbursed by the Company.
10. Employee as a retiree of the Company shall be entitled to
the Modine Retiree Health Plan currently in existence on the date of
retirement subject to such changes as may be made by the Company from
time to time to the Health Care Plan for all retirees.
11. Employee shall be entitled to Company paid legal services for
calendar 1998 with respect to the Employee and his spouse for estate
planning services.
12. Employee shall be entitled to the continuance of the current
financial planning arrangement with AYCO for the calendar year 1998 at
the expense of the Company.
13. Employee shall be entitled to income tax services by the
attorney and/or accountant of his choice for the 1998 taxable year at
the expense of the Company.
14. Employee hereby elects to receive a one-time lump sum payment
of the benefit due Employee as of the close of business March 31, 1998,
under the Company's Executive Supplemental Retirement Plan. Company
shall pay such lump sum benefit to Employee on April 1, 1998 pursuant
to Employee's election.
15. With respect to each of the payments being made by Company to
Employee hereunder, Company shall withhold federal and state income
taxes as follows: Federal - 20%; State - 6.93%.
16. The Employee agrees not to disclose, (either while in the
Company's employ or at any time thereafter, to any person not employed
by the Company, or not engaged to render services to the Company,
except with the prior written consent of an officer authorized to
act in the matter by the Board of Directors of the Company), any
confidential information obtained by him while in the employ of
the Company, including, without limitation, information relating
to any of the Company's inventions, processes, formulae, plans,
devices, compilations of information, methods of distribution,
customers, client relationships, marketing strategies or trade
secrets; provided, however, that this provision shall not preclude
the Employee from use or disclosure of information known generally
to the public or of information not considered confidential by
persons engaged in the business conducted by the Company or any
disclosure required by law or Court order. The Agreement herein made
in this paragraph shall be in addition to, and not in limitation or
derogation of, any obligations otherwise imposed by law upon the
Employee in respect of confidential information and trade secrets
of the Company, its subsidiaries and affiliates.
17. Employee agrees that until April 1, 2001 or three (3) years
after conclusion of his service as a Director of the Company, whichever
is later, Employee will not, directly or indirectly, own, manage,
operate, participate, nor be employed by or otherwise be connected
in any manner with any firm, person, corporation or enterprise which
is competitive with the business of the Company. Ownership of less
than five (5%) percent of the stock of any publicly traded company
shall not be considered a violation of the preceding.
18. In the event of a violation of either paragraphs 15 or 16,
the Company shall be entitled, in addition to remedies otherwise
available, to obtain and enforce injunctive relief, both preliminary
and final, enjoining and restraining any such violation or threatened
or intended violation.
19. Employee and the Company acknowledge that this Agreement
supersedes and replaces any other agreement between them concerning
the subject matter hereof including, but not limited to, that certain
employment agreement entered into between Employee and the Company
dated January 1, 1984 and any and all rights thereunder.
20. This Agreement is made in the State of Wisconsin and
shall be interpreted under the laws of Wisconsin. The provisions
of this Agreement are severable and independent, and if any provision
of this Agreement is found to be illegal or unenforceable for any
reason, such provisions will immediately become null and void,
leaving the remainder of this Agreement in full force and effect.
21. This agreement will be binding upon and inure to the
benefit of the parties and their respective heirs, representatives,
successors, and assigns.
IN WITNESS WHEREOF the parties have hereto executed this
Agreement the day and year above written.
MODINE MANUFACTURING COMPANY
BY: X. X. XXXXX
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ATTEST: X. X. Xxxxx
Chairman of the Officer Nomination
and Compensation Committee
W. E. XXXXXXX
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W. E. Xxxxxxx, Secretary
X. X. XXXXXX
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Xxxxxxx X. Xxxxxx
RTS BENEFITS ON RETIREMENT
MIP (assuming 84% payout) - $101,010
Stock Awards Vesting - 39,000 shares
Approximate value of 1998 of Financial,
Estate Planning, Tax and Legal Services - $13,500
Vesting of Phantom Shares in Stock Serp Plan - 14,252 shares
Pension Plan Serp - approximately $1.75 million
X. X. XXXXXX
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X. X. Xxxxxx
X. X. XXXXX
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X. X. Xxxxx
