Form 8-K - Greg Troy
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act
of
1934
Date
of
Report (Date of earliest event reported):
February
20, 2006
Modine
Manufacturing Company
Exact
name of registrant as specified in its charter
|
Wisconsin
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1-1373
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39-0482000
|
|
State
or other jurisdiction of incorporation
|
Commission
File Number
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I.R.S.
Employer Identification Number
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|
1500
DeKoven Avenue, Racine, Wisconsin
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53403
|
|
Address
of principal executive offices
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Zip
Code
|
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Registrant
s telephone number, including area code:
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(262)
636-1200
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Check
the
appropriate below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following
provisions.
[
]
Written communications pursuant to Rule 425 under the Securities Act
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
TABLE
OF CONTENTS
ITEM
1.01. Entry into a Material Definitive
Agreement
ITEM
5.02. Departure of Directors or Principal Officers,
Election of Directors, Appointment of Principal
Officers.
ITEM
9.01. Exhibits
SIGNATURE
Exhibit
Index
INFORMATION
TO BE INCLUDED IN THE REPORT
ITEM
1.01. Entry into a Material Definitive
Agreement
Agreements
with Gregory T. Troy.
As
described in Item 5.02 below, in connection with Mr. Gregory Troy’s appointment
as the Vice President and Chief Human Resources Officer of Modine Manufacturing
Company (the “Company”), on February 20, 2006, Mr. Troy entered into a Change in
Control and Termination Agreement with the Company.
In
the
event of a "Change in Control," as defined in Mr. Troy's Change in Control
and
Termination Agreement, at any time during the 24 months after a Change in
Control occurs, if Mr. Troy is terminated without "Good Cause" or if Mr. Troy
terminates the Agreement for “Good Reason” or for any reason during the
thirteenth month following a Change in Control, a 24-month "Severance Period"
would be triggered during which Mr. Troy would be entitled to receive an amount
equal to two times the greater of: (A) the sum of his base salary and
target bonus or (B) the sum of his five-year average base salary and
five-year average actual bonus, payable in a lump sum within 60 days after
the
date of termination of employment. In addition, Mr. Troy would receive an
amount equal to the pro rata portion of the target bonus for the calendar year
in which his employment terminated. In the event of Mr. Troy’s death, such
amounts would be payable to his beneficiary.
In
addition, in the event of a Change in Control, any stock options or stock awards
would immediately vest, or restrictions lapse, as the case may be, on the date
of termination. In the event a Change in Control occurs, and if payments made
to
Mr. Troy were subject to the excise tax provisions of Section 4999 of the
Internal Revenue Code, Mr. Troy would be entitled to receive a lump sum payment,
sufficient to cover the full cost of such excise taxes and his federal, state
and local income and employment taxes on the additional payment.
In
addition to the above Agreement, the Company issued to Mr. Troy 1,294 shares
of
Modine restricted stock, which will vest in four annual installments beginning
on February 20, 2007, and 3,773 options to buy Modine common stock, exercisable
on and after February 20, 2007.
ITEM
5.02. Departure of Directors or Principal Officers,
Election of Directors, Appointment of Principal
Officers.
On
February 21, 2006, the Company announced the appointment of Gregory Troy, 50,
as
the Company’s Vice President and Chief Human Resources Officer. Mr. Troy joined
Modine from OMNOVA Solutions, Inc., a major innovator of decorative and
functional surfaces, emulsion polymers and specialty chemicals, where he worked
from 1999 to February 2006 and where he was most recently the Senior Vice
President Human Resources. Prior to that time, Mr. Troy worked as Director
of
Human Resources at Gencorp, Inc. (1996 - 1999). He also held various positions
at Bosch Braking Systems, Mobil Corporation, Printpack, Inc., and
Cabledata,Inc.
The
terms
of Mr. Troy’s Change in Control and Termination Agreement are discussed in Item
1.01 to this Current Report on Form 8-K and are incorporated herein by
reference.
Item
9.01. Exhibits.
|
Exhibit
10.1
|
Form
of Executive Change-in-Control and Termination
Agreement.
|
|
Exhibit
99
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Press
Release dated February 21,
2006.
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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.
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Modine
Manufacturing Company
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| |
| |
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By:
/s/
D.B. Rayburn
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D.
B. Rayburn
President
and Chief Executive Officer
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| |
| |
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By:
/s/
D.R. Zakos
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D.
R. Zakos
Vice
President, General Counsel
and
Secretary
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Date:
February 24, 2006
EXHIBIT
INDEX
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Exhibit
Number
|
Description
|
|
Exhibit
10.1
|
Form
of Executive Change-in-Control and Termination
Agreement.
|
|
Exhibit
99
|
Press
Release dated February 21, 2006.
|