Modine Manufacturing (MOD) 8-K Departure of Directors or Certain Officers

Exhibit 10.1

Modine Holding GmbH

Mr. Holger Schwab

Filderstadt, 1 July, 2014

SERVICE CONTRACT FOR MANAGING DIRECTOR

Dear Mr. Schwab,

Modine Holding GmbH, Arthur-B.-Modine-Straße, 70794 Filderstadt,

represented by its shareholder Modine Manufacturing Company,

the latter represented by Thomas F. Marry, its Executive Vice President and Chief Operating Officer

- hereinafter referred to as "Modine" -

is concluding – in extension of the hitherto managing director service contract since July 1^st, 2012 - the following managing director service contract with you:

Article 1 - Position and Scope of Duties

1.1

You are servicing as Managing Director of Modine as well as of other Modine companies in Europe.

1.2

In your capacity as managing director, you are in particular responsible for the management of Modine’s Region in Europe.

1.3

The shareholder may, at any time, appoint additional managing directors ("Geschäftsführer") and/or assign different and/or ad­ditional responsibilities to you. You shall be granted single or joint signature authority, which authority can be modified or revoked by unilateral resolution of the shareholder

1.4

You shall perform your duties as managing director by obser­ving the diligence of a prudent business­man in accor­dance with the provisions of this Ser­vice Con­tract, Modine's Articles

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of Incorporation (Gesellschaftsvertrag), the gener­al and specific directi­ves, instructions or policies given by the share­hol­der and in accordance with the law.

Article 2 - Other Activities

You shall devote your main working time and capacity to the fulfilment of your duties hereunder. Any other activity for remuneration and any activity which normally en­titles to remunera­tion, including further part time work, is subject to the prior written consent of the sharehol­der. The sharehol­der may refuse to grant such consent at its discretion.

Article 3 – Intentionally blank

Article 4 - Inventions

4.1

All rights pertaining to inventions, whether patent­able or not, and to proposals for technical improve­ments made or submitted by you and to computer software developed by you (herein­after jointly called "Inventions") during the term of this Servi­ce Contract shall be deemed acquired by Modine and compensated by your base salary agreed in Sec. 5.1 herebelow without you being entitled to any additional remuneration. You shall in­form Modine or a person designated by Modine immediately of any Inventions in writing and you shall assist Modine in acquiring patent or other industrial property rights, if Modine so de­sires.

4.2

Subsection 4.1 above shall apply to Inventions that:

a.

are related to the business (including products and processes) of Modine, or

b.

are based on experience and Know-how of Modine, or

c.

ema­nate­ from such duties of activities as are to be per­formed by you as a managing director within Modine, or

d.

have been made during your normal working hours.

4.3

Modine's right to Inventions acquired hereunder shall in no way be affected by any amendments to or the termina­tion of this Service Contract.

Article 5 - Remuneration

5.1

You shall be entitled to a gross annual salary in the amount of EUR 329.600,- to be paid in arrears in 12 equal monthly instalments.

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5.2

You shall furthermore be entitled to earn in addition to 5.1 a variable remuneration according to the terms of the Modine Management Incentive Plan (MIP) and Modine Long Term Incentive Plan (LTIP). The MIP as well as the LTIP are reviewed annually by the Modine Manufacturing Company Board of Directors (or a committee thereof), which reserves the right to amend the agreed targets and the rates at any time, particularly at the beginning of each fiscal year. Your target level for the MIP is 50 %, for the LTIP the target level is fixed at 70 %, both metrics apply to your base salary.

The Board of Directors (or a committee thereof) has authority over the MIP and the LTIP in all matters.  Payment of the MIP or any grants of options or shares under the LTIP shall not occur until after the Board of Directors (or a committee thereof) has certified the level of achievement of the performance goals. The Board of Directors (or a committee thereof) retains the discretion to make negative adjustments to the final determination of any awards earned, including the authority to not pay under the MIP or LTIP even if the performance goals are met.  The Board of Directors objective is to reward participation for achieving goals while creating shareholder value.

5.3

Your salary shall be reviewed annually. The finan­cial and economic si­tua­tion of Modine and your per­sonal perfor­mance shall be considered. The decision whether to increase your salary shall remain in the sole discretion of the shareholder.

5.4

By payment of the above mentioned remuneration, all activ­i­ties which you have to perform under this Service Contract, including your acting for subsidiaries or affiliated companies of Modine shall be compensated. In par­ticu­lar, you shall not be entitled to any addi­tional com­pensation for overtime work.

Article 6 - Other Benefits

6.1

Travel expenses and other necessary expenses incurred by you in the furtherance of your duties hereunder shall upon presentation of proper receipts be reimbursed according to the guidelines of Modine and within the frame­work of the prin­ciples applicable in Germany for tax purposes.

6.2

Modine shall provide you with a company car for business and private use according to the terms of the policy entitled “Richtlinie für die Vergabe von Dienstwagen.”

6.3

Modine shall take out accident insurance for you with the following benefits: in case of death EUR 260,000, in case of invalidity EUR 500,000. In case of total disability, this

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amount increases up to € 800,000.  In case of your incapacity to work and continued salary payments by Modine in accordance with Sec. 7.3 herebelow, potential insurance payments shall be transferred to Modine for this period of time.  The provisions of this article may be subject to occasional change as new insurance policies are negotiated.

6.4

Modine grants you pension benefits in an amount of 10 % of your basic salary in the year at issue.

Article 7 - Inability to Perform Duties

7.1

In case you shall be unable to perform your duties under this Service Contract, you shall inform Modine of such absence and its prospective duration without delay. Upon request, you shall inform Modine of the reasons for such absence.

7.2

In case of absence for medical reasons, you shall submit prior to the end of the third calendar day of your absence a medical certificate concerning your incapacity to work and its prospective duration. If the absence continues longer than indicated on the medical certificate, you shall submit a new medical certificate within three days.

7.3

In the event of incapacity to perform the duties under this Service Contract due to illness or accident or other reasons beyond your control, you shall be granted your monthly gross base salary according to Article 5.1 as well as any earned bonus according to 5.2 of this Service Contract for a further period of up to nine months.

Article 8 - Vacation

8.1

You shall be entitled to an annual vaca­tion of 30 working days excluding Saturdays.

8.2

The time of vacation shall be determined in agreement with your superior, thereby taking into considera­tion your personal wishes and the in­terests of Modine.

Article 9 - Secrecy

9.1

You shall not disclose to any third party or use for your own purposes, any confidential technical or other business information related to Modine or its affiliates which has been

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disclosed to you, or which has otherwise become known to you. This applies in par­ticular to details regarding the busi­ness organization and the relation to clients, customers and suppliers as well as to the know-how of Modine. You shall not divulge such information directly or indirectly, nor shall you make it accessible for third parties or allow such information to be transmitted to persons or companies who have not received a permission to obtain such information for purposes outside Modine, neither for yourself, nor for third parties. This obligation shall apply during the term of this Service Contract and thereafter. However, nothing herein shall prevent you from making a good faith report to government authorities if you believe such a report is necessary.

9.2

Business records of any kind, including private notes con­cerning Modine’s affairs and activities, shall be carefully kept and shall be used only for business purposes. Cop­ies or extracts or duplicates of drawings, calculations, statistics and the like or of any other business records may only be made for business purposes.

9.3

Upon termination of this Ser­vice Contract, you shall return all busi­ness re­cords and copies thereof. You shall have no right of re­tention.

Article 10 - Term of Employment and Notice

10.1

This Service Contract begins on July 1^st, 2015 and is entered into for a fixed term of three (3) years until June 30^th, 2018. (“Fixed Term”).

10.2

If the parties intend to extend this Service Agreement beyond the Fixed Term, then they agree to complete negotiations regarding the specific terms of such an extended Service Agreement at least 12 months prior to the end of the Fixed Term.

10.3

Modine may release you from your work duties at any time during the fixed term so long as it is based on a justified interest of Modine.

10.4

Notice of extraordinary termination, effective imme­diately, may be given for compelling reasons.

10.5

Notice of termination must be given in writing.

Article 11 - Final Provisions

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11.1  

Any amendments of or additions of this Service Con­tract shall be made in writing in order to be ef­fec­tive.

11.2

You agree to a publication of this Service Agreement along with all remuneration details

provided in this agreement or which become later on a part of the employment of Modine with you or any other publication of personal data required by the SEC or any other governmental organisation or court.

11.3

This Service Contract and its interpretation are governed by German law.

11.4      This Service Contract represents the entire agreement and understanding of the parties.

Date: July 1, 2014	Date:	July 1, 2014
/s/ Thomas F. Marry		/s/ Holger Schwab
Modine Manufacturing Company		Holger Schwab

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