EMPLOYMENT RETENTION AGREEMENT FOR SCOTT WOLLENBERG

THIS AGREEMENT, made as of this 26^th day of July, 2019, between ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ("▇▇. ▇▇▇▇▇▇▇▇▇▇") and ▇▇▇▇▇▇ MANUFACTURING COMPANY, a Wisconsin corporation, and its divisions, subsidiaries, successors and assigns ("Modine").

WHEREAS, ▇▇. ▇▇▇▇▇▇▇▇▇▇ has been an employee of Modine since April 13, 1992;

WHEREAS, Modine has informed ▇▇. ▇▇▇▇▇▇▇▇▇▇ that due to corporate restructuring, ▇▇. ▇▇▇▇▇▇▇▇▇▇’▇ position is being eliminated;

WHEREAS, Modine has requested that ▇▇. ▇▇▇▇▇▇▇▇▇▇ step down as Vice President, Chief Technology Officer, and continue his employment with Modine to complete an ongoing project;

WHEREAS, ▇▇. ▇▇▇▇▇▇▇▇▇▇ has agreed to continue his employment with Modine based upon Modine entering into this Employment Retention Agreement, with the benefits and compensation and severance benefits described herein (“Agreement”).

NOW, THEREFORE, the Parties agree as follows:

7.

Termination of Employment.

Without in any way limiting the above expressed intent of the parties to this Agreement, all “Disputed Claims” shall be resolved by mandatory arbitration and shall include, but not be limited to:  any differences, claims, matters in dispute, or controversies of every kind or nature as to the existence, construction, validity, interpretation, meaning, performance, non-performance, enforcement, operation, breach, continuance, termination, misrepresentations (both in its formation or its execution), compliance with Federal, State or Local statutes, ordinances, or regulations and any other theories of liability and/or recovery in law and/or equity, arising from or related, either directly or indirectly, to this Agreement or the matters discussed herein.

All Disputed Claims shall be submitted by the parties to arbitration in accordance with this Agreement and the Wisconsin Arbitration Act, Chapter 788 of the Wisconsin Statutes, if that Act is applicable, and if not, in accordance with the provisions of the United States Arbitration Act, 9 U.S.C. §1 et. seq., or any revisions or recreations of those Acts.  In the event of arbitration, each party shall select an arbitrator within thirty (30) days of submission of any Disputed Claims to arbitration.  If an arbitrator timely selected by a party is unable, for any reason, to serve until the making of a decision or an award, that party may name a successor arbitrator.  If either party fails to designate an arbitrator within the thirty (30) day period, that party's right to name an arbitrator (or any successor arbitrator) is forfeited, and any arbitrator timely named shall select a second arbitrator.  The first two arbitrators shall then [within thirty (30) days of the selection of the last of them] jointly select a third arbitrator, the three arbitrators of which shall constitute the “Arbitration Panel”.  If the two arbitrators to be selected by the parties are unable to agree upon the selection of a third arbitrator, the third arbitrator shall be supplied by the Circuit Court for Racine County, Wisconsin.   Each party shall reach an agreement with the arbitrator named by that party on the compensation to be paid to that arbitrator and shall disclose that agreement to the other party and the other arbitrator.

In the event a party forfeits its right to have an arbitrator, then the second arbitrator shall be paid by the forfeiting party upon the same terms as the non-forfeiting party compensates its appointed arbitrator.  The parties shall each pay one-half (1/2) of the fees and expenses of the third arbitrator as billed by that arbitrator to the parties.

Notwithstanding any other provision to the contrary, the parties agree and consent to the taking of depositions and the use of discovery in accordance with the Federal Rules of Civil Procedure and the Wisconsin Statutes.  Furthermore, an aggrieved party prior to the seating of the arbitration panel as provided for in this Agreement, may petition the Circuit Court for Racine County, Wisconsin, for such temporary equitable relief as the court may determine is appropriate under the circumstances to maintain the status quo until the appointment of the arbitration panel as provided for herein.

In witness whereof, the parties have executed this Agreement as of the date and year first written above.

▇▇▇▇▇▇ MANUFACTURING COMPANY

MODINE MANUFACTURING COMPANY

THIS AGREEMENT, made by and between ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ("▇▇. ▇▇▇▇▇▇▇▇▇▇") and  MODINE MANUFACTURING COMPANY, a Wisconsin corporation, and its divisions, subsidiaries, successors and assigns ("Modine").  The Parties hereby agree as follows:

(A)          I, ▇▇▇▇▇. ▇▇▇▇▇▇▇▇▇▇, individually and for my heirs, successors, administrators and assigns, hereby knowingly and voluntarily releases Modine, its officers, directors, stockholders, current or former employees, insurers, affiliates, agents, successors, assigns and legal representatives hereinafter collectively referred to as “released parties” from any and all claims and causes of action of every kind and nature, including, but not limited to, claims for attorney’s fees, whether based on federal, state or local laws, statutes, rules, regulations or common law, whether in law or equity, whether liquidated or unliquidated, whether known or unknown, which I have, had or may have against the released parties, arising out of and/or in connection with their previous employment relationships and/or in connection with my period of employment with Modine, including the termination of his employment from Modine.  This release shall be binding upon and inure to the benefit of each of the respective parties and their heirs, successors, assigns and the released parties.  The parties intend this release to be liberally construed so as to fully release the released parties from any and all obligations (except the obligations as specifically provided for in this Agreement or rising from the Employment Retention Agreement dated July 26, 2019 (“ERA”)), liabilities, claims and causes of action of every single kind and nature which I may have against the released parties.

(B)           My waiver and release of rights, claims and causes of action under this Agreement includes, but is not limited to, a waiver of any rights, claims and causes of action arising under Title VII of the Civil Rights Act of 1964 as amended, 42 U.S.C. §§2000e et seq.; the Civil Rights Act of 1966, 42 U.S.C. §1981; the Civil Rights Act of 1991, Pub. L. No. 102-166, 105 Stat. 1071; the Fair Labor Standards Act, 29 U.S.C. §§201 et seq.; the American With Disabilities Act, 42 U.S.C. §§12101 et seq.; the Age Discrimination in Employment Act, 29 U.S.C. §§ 621 et seq.; the National Labor Relations Act, 29 U.S.C. §§151, et seq.; the Rehabilitation Act of 1973, 29 U.S.C. §§701 et seq.; Employee Retirement Security Act, 29 U.S.C. §§1001 et seq.; Federal Executive Order 11246; the Wisconsin Fair Employment Act, Wis. Stats. §§ 111.31 et seq., including but not limited to any and all claims for age discrimination and wrongful termination, and all other applicable federal, state and local statutes, laws and ordinances.  I understand that I am waiving and releasing all his rights, claims and causes of action arising or occurring prior to, and including, the effective date of this Agreement, including the period of my employment with and termination from Modine.  I acknowledge and agree that the consideration I will receive under this Agreement and/or the ERA is fully sufficient and satisfactory for these releases and waivers.

This Agreement does not apply to any claims that may arise after the date of this Release. This Agreement does not apply to any claims that may not be released under applicable law, including, but not limited to any charge or complaint filed with any administrative agencies such as the United  States Equal Employment Opportunity Commission (“EEOC”). Further, this Agreement does not apply to any claims which may rise as to the enforcement of the ERA between Modine and me.

The claims released include, but are not limited to, discrimination on the basis of age under the Age Discrimination in Employment Act, as amended (29 U.S.C. Section 621 et. seq.) and any similar state and local law. Neither Modine’s signing of this Agreement, nor any actions taken toward compliance with its terms, constitutes Modine’s admission of any liability to me other than under this release, or of any wrongdoing under any federal, state or local laws.

For purposes of this Agreement the term “Modine” includes Modine Manufacturing Company and any of its present, former and future owners, parents, affiliates and subsidiaries, and its and their directors, officers, shareholders, employees, agents, servants, representatives, predecessors, successors, assigns, and retirement plan administrators and fiduciaries. Therefore, the claims released include claims I have against any such persons or entities, as of the date of my execution of this Agreement.

As used in this Agreement, the term “claims” shall be construed broadly and shall be read to include, for example, the terms “rights”, “causes of action (whether arising in law or equity)”, “damages”, “demands”, “obligations”, “grievances” and “liabilities” of any kind or character. Similarly, the term “release” shall be construed broadly and shall be read to include, for example, the terms “discharge” and “waive.”

This Agreement shall be binding upon me and my agents, attorneys, personal representatives, executors, administrators, heirs, beneficiaries, successors and assigns.

Nothing in this Agreement, or any agreement or policy referenced in it, is intended or interpreted to prohibit me: (a) from participating, cooperating or providing information in an investigation by the EEOC or other government agency or entity regarding any claim released in this Agreement, any of the terms and conditions of this release or my employment with Modine, or as may be required or permitted by law; (b) from seeking a judicial or administrative determination regarding the validity of the waiver and release set forth in this Agreement or from filing a charge or complaint with the EEOC or other government agency or entity; or (c) from reporting possible violations of federal law or regulation to any government agency or entity or making any disclosures that are protected under the whistleblower provisions of federal law or regulation or otherwise cooperating with any government inquiry without advance approval by or notice to Modine. Further, nothing in this Agreement shall be construed to prevent me from communicating with any government agency regarding matters that are within the agency’s jurisdiction. Specifically, I may provide information to the Securities and Exchange Commission regarding any possible securities law violations, and recover an award from the Securities and Exchange Commission as a result of my reporting such possible violations. Modine’s acknowledgment of this exception does not otherwise limit the scope of the waiver and release in Paragraphs 1 – 6 of this Agreement; I do, however, waive any right to recover damages or obtain any monetary or any other personal relief of any kind based on (y) a charge filed with the EEOC or state or local EEO agency, or (z) any lawsuit arising from such a charge.

I have executed this Agreement in consideration of the severance benefits under the ERA.  I acknowledge that those benefits contained in the ERA represent consideration in addition to anything of value that I am otherwise entitled to receive from Modine. I further acknowledge that the severance benefits described in the ERA are sufficient to support this Agreement.

In connection with my decision to enter into this Agreement, I acknowledge that I have not relied on any verbal or written representations by Modine other than those explicitly set forth in this Agreement.

I have read this release and fully understand its terms. I have been offered twenty-one (21) days to consider its terms. MODINE HEREBY RECOMMENDS AND I ACKNOWLEDGE THAT I HAVE BEEN ADVISED IN WRITING TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT.

I have entered into this Agreement knowingly and voluntarily and understand that its terms are binding on me.

If any part of this Agreement is held to be unenforceable, invalid or void, then the balance of this Agreement shall nonetheless remain in full force and effect to the extent permitted by law.

I have returned or will return to Modine any and all Modine property, including all equipment, telephones, keycards, records, files, papers, handbooks, Confidential Information (as defined below), computers and computer equipment that I had in my possession in whatever form, including electronic media.

During the course of my employment with Modine, I have had access to, received and/or developed information that is confidential to Modine including, without limitation, information pertaining to financial matters, budgets, strategic plans, marketing, sales, customers, business plans, inventions, processes, formulas, designs, supplies, products and employees (the “Confidential Information”). Confidential Information shall not include any information that is in the public domain by means other than improper disclosure, but shall include non-public compilations, combinations or analysis of otherwise public information. The restrictions set forth in this paragraph are in addition to and not in lieu of any obligations I may have under the law with respect to Modine’s Confidential Information, including any obligations I may owe under Wis. Stat. § 134.90 or similar statutes governing trade secrets which may extend beyond the contractual period restrictions herein. I acknowledge and agree that all Confidential Information was or is hereby assigned to and remains the exclusive property of Modine. I agree that I will maintain the Confidential Information in strict confidence and not disclose it to any person or use it in any way to harm Modine for a period of two (2) years following the end of my employment unless specifically required by this Agreement, by law or by written permission of Modine.

I further agree that I have not and will not, except as specifically noted below, make known the negotiations leading to and contents or terms of this Agreement except to my spouse, legal counsel or tax advisor or except as required by law or as may be necessary in order to enforce this Agreement, and agree that if disclosure is made to my spouse, legal counsel or tax advisor, they shall also be bound by this confidentiality provision and I shall take all reasonable steps to ensure that they comply with it.

The headings and subheadings in this Agreement are inserted for convenience and reference only and are not to be used in construing this Agreement.

Wisconsin law will apply in connection with any dispute or proceeding concerning this Agreement.

If I bring an action against Modine in violation of this Agreement or if I bring an action asking that this Agreement be declared invalid or unenforceable, I agree that prior to the commencement of such an action I will tender back to Modine all payments that I have received as consideration for this Agreement. If my action is unsuccessful, I further agree that I will pay all costs, expenses and reasonable attorneys’ fees incurred by Modine in its successful defense against the action. However, the previous two sentences shall not be applicable to an action, if I bring it, challenging the validity of this Agreement under the Age Discrimination in Employment Act (which I may do without penalty under this Agreement). I acknowledge and understand that all remaining benefits to be provided to me as consideration for this Agreement will permanently cease as of the date such action is instituted.

I agree that I will not make disparaging remarks about Modine or its products, practices, or conduct (including personnel practices), provided, however, that I may give nonmalicious and truthful testimony about such matters if properly subpoenaed to do so.

This Agreement shall not adversely affect my rights to receive any benefit that I am otherwise entitled to receive under any of Modine’s qualified and nonqualified benefit plans, the ERA, or any rights I may have to indemnification under Modine’s officers and directors’ insurance coverage, Modine’s Articles of Incorporation or Bylaws or any expressly written indemnity agreement between Modine and me.

I understand that I have a period of seven calendar days following the date I deliver a signed copy of this Agreement to Modine Manufacturing Company, Attn: ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ to revoke this Agreement by giving written notice to that person. This Agreement and my entitlement to severance benefits described in the ERA will be binding and effective upon the expiration of this seven day period if I do not revoke, but not before.

I understand that my severance pay and all other benefits payable to me in connection with this Agreement have been designed to qualify as a “short-term deferral” or “separation pay plan” that is exempt from certain federal tax laws that govern the payment of non-qualified deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended. I further understand that, because of this, the total amount of severance payments that I receive that are not “short-term deferrals” as contemplated in Treasury Regulation 1.409A-1(b)(4), will not be greater than two times the lower of the following two amounts: (1) my annualized compensation for the year prior to the year of my termination (as determined by Modine under Treasury Regulation 1.409A-1(b)(9)(iii)) or (2) the dollar limitation set by the Internal Revenue Service under Internal Revenue Code section 401(a)(17) for the calendar year of my termination ($280,000 in 2019). In addition, I further understand that no severance payment or benefit due to me in this connection with this Agreement will, under any circumstances, be provided after the December 31 of the second calendar year after the year of my termination. I understand that any future employment and income tax consequences (including related penalties and interest) on payments or consideration received under this Agreement are my responsibility and will not provide a basis to set aside or in any way alter this Agreement.

Nothing in this Agreement, including but not limited to the provisions in Sections 1, 2, 3, 4, 5, 6, 13 and 17 above, (a) limits or affects my right to challenge the validity of this Agreement, including a challenge under the Age Discrimination in Employment Act of 1967, as amended; (b) interferes with my right and obligations to give truthful testimony under oath; or (c) precludes me from participating in an investigation, filing a charge, or otherwise communicating with the Equal Employment Opportunity or other state or federal agencies responsible for enforcing anti-discrimination laws. That notwithstanding, by signing below, I agree and acknowledge that I do, however, waive any right to recover damages or obtain individual relief that might otherwise result from the filing of any such charge.

Unless otherwise stated in this Agreement, I acknowledge that I have not relied on any verbal or written representations by any Modine representative other than those explicitly set forth in this Agreement. This Agreement and the ERA set forth the entire agreement between Modine and me and completely supersedes any prior agreements, oral statements or understandings concerning the termination of my employment and any benefits I might receive following that termination. This Agreement does not supersede my obligations and Modine’s rights under any confidentiality, intellectual property, or any other restrictive covenant I may have signed with Modine. I agree that I am not entitled to any other severance, benefits, vacation accrual, bonus, commission or other payments of any kinds from Modine, except those described in this Agreement or in the ERA.

EXECUTED THIS _____DAY OF ___________________, 20_____.

Employee's Signature

Employee’s Name:

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Modine Manufacturing Company

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