Stock-Based Compensation

9 Months Ended

Dec. 31, 2012

Stock-Based Compensation [Abstract]

Stock-Based Compensation

Note 5: Stock-Based Compensation

Stock-based compensation consists of stock options, restricted stock granted for retention and performance and discretionary unrestricted stock.  Compensation cost is calculated based on the fair value of the instrument at the time of grant, and is recognized as expense over the vesting period of the stock-based award.  Modine recognized stock-based compensation cost of $1.4 and $0.9 for the three months ended December 31, 2012 and 2011, respectively.  Modine recognized stock-based compensation cost of $3.0 and $3.5 for the nine months ended December 31, 2012 and 2011, respectively.  The performance component of awards granted under the Company's long-term incentive plan during the first quarter of fiscal 2013 is based on three-year average consolidated return on average capital employed (ROACE) (weighted at 50 percent), cumulative revenue over the three year performance period (weighted at 25 percent), and Europe ROACE at the end of the three year performance period (weighted at 25 percent).  The Company currently considers the attainment of the consolidated ROACE and Europe ROACE components to be probable.  ROACE is defined as operating income adjusted to exclude unusual, non-recurring or extraordinary non-cash charges and cash restructuring and repositioning charges, multiplied by 70 percent to account for an assumed 30 percent income tax rate, and further adjusted to exclude earnings (or losses) attributable to minority shareholders; divided by total debt plus shareholders' equity.  Cumulative revenue is the Company's net sales over the performance period.  Europe ROACE is defined as the Europe segment operating income, less research and development charges to the Company's corporate expenses, adjusted to exclude unusual, non-recurring or extraordinary non-cash charges and cash restructuring and repositioning charges, multiplied by 70 percent to account for an assumed 30 percent income tax rate; divided by Europe segment total assets, less cash and cash equivalents and Europe segment total liabilities, excluding debt.

The fair market value of stock-based compensation awards granted during the nine months ended December 31, 2012 and 2011 were as follows:

	Nine months ended December 31,
	2012				2011
			Fair Value				Fair Value
	Shares		Per Award		Shares		Per Award
Stock options		0.2	$	4.26		0.1	$	10.45
Unrestricted stock		0.1	$	7.14		-	$	14.93
Restricted stock - retention		0.4	$	5.80		0.1	$	14.93
Restricted stock - performance based		0.4	$	5.75		0.2	$	14.93

The following assumptions were used in determining fair value for stock options:

	Nine months ended December 31,
	2012			2011
Expected life of awards in years		6.3			6.3
Risk-free interest rate		0.9	%		1.9	%
Expected volatility of the Company's stock		87.4	%		79.6	%
Expected dividend yield on the Company's stock		0.0	%		0.0	%

As of December 31, 2012, the total remaining unrecognized compensation cost related to non-vested stock-based compensation awards, which will be amortized over the weighted average remaining service periods, was as follows:

	Unrecognized Compensation Cost		Weighted Average Remaining Service Period in Years
Stock options	$	1.2		1.9
Restricted stock - retention		3.1		3.0
Restricted stock - performance based		1.5		2.0
Total	$	5.8		2.5