cmco-ex102for10xkformofc






PRIVILEGED AND CONFIDENTIAL  [_______], 20[__]  Re: Change in Control Agreement  Dear [_______]:  Columbus McKinnon Corporation (the "Company") considers it essential to the best  interests of its stockholders to foster the continuous employment of key management  personnel. In this connection, the Board of Directors of the Company (the "Board") recognizes  that, as is the case with many publicly held corporations, the possibility of a Change in Control  of the Company may exist and that such possibility, and the uncertainty and questions which  it may raise among management, may result in the departure or distraction of management  personnel to the detriment of the Company and its stockholders.  The Board has determined that appropriate steps should be taken to reinforce and  encourage the continued attention and dedication of members of the Company's management,  including you, to their assigned duties without distraction in the face of potentially disturbing  circumstances arising from the possibility of a Change in Control of the Company.  In order to induce you to remain in the employ of the Company in your current  executive position, the Company agrees that you shall receive the severance benefits set forth  in this letter agreement (the "Agreement") in the event your employment in your current  executive position with the Company is terminated under the circumstances described below  subsequent to a "Change in Control of the Company" (as defined in Section 2).  1.  Term of Agreement. This Change in Control Agreement shall commence effective the  date hereof, and shall continue in effect through December 31, 20[__]; provided, however,  that commencing on January 1, 20[__], and each year thereafter, the term of this Agreement  shall automatically be extended for one additional year unless, not later than September 30th  of such year, the Company shall have given notice that it does not wish to extend this  Agreement; and provided, further, that if a Change in Control of the Company, as defined in  Section 2, shall have occurred during the original or extended term of this Agreement, this  Agreement shall continue in effect for a period of not less than twenty-four (24) months  beyond the month in which such Change in Control occurred.  2. Change in Control.  





 






2  (i) Change in Control Defined. No benefits shall be payable hereunder unless there  shall have been a Change in Control of the Company, as set forth below. For purposes of this  Agreement, a "Change in Control" of the Company shall be deemed to have occurred if:  (a) Change in Share Ownership—any "Person," as such term is used in  Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange  Act") (other than the Company, any trustee or other fiduciary holding securities under an  employee benefit plan of the Company, or any Company owned, directly or indirectly, by the  stockholders of the Company in substantially the same proportions as their ownership of stock  of the Company), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the  Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of  either (i) the then outstanding shares of common stock of the Company or (ii) the combined  voting power of the Company's then outstanding voting securities;  (b) Change in Board Membership—during any period of two consecutive  years (not including any period prior to the execution of this Agreement), individuals who at the  beginning of such period constitute the Board, and any new director (other than a director  designated by a person who has entered into an agreement with the Company to effect a  transaction described in paragraph (a), (c), (d) or (e) of this Section 2) whose election by the  Board or nomination for election by the Company's stockholders was approved by a vote of at  least two-thirds (2/3) of the directors then still in office who either were directors at the beginning  of the period or whose election or nomination for election was previously so approved, cease for  any reason to constitute at least a majority thereof;  (c) Reorganization Changing Share Ownership—the stockholders of the  Company approve a reorganization, merger or consolidation of the Company with any other  entity, other than (i) a reorganization, merger or consolidation which would result in the voting  securities of the Company outstanding immediately prior thereto continuing to represent (either  by remaining outstanding or by being converted into voting securities of the surviving entity)  more than sixty percent (60%) of the combined voting power of the voting securities of the  Company or such surviving entity outstanding immediately after such reorganization, merger or  consolidation or (ii) a reorganization, merger or consolidation effected to implement a  recapitalization of the Company (or similar transaction) in which no "person" (as herein above  defined) beneficially owns, directly or indirectly, 20% or more of the combined voting power of  the Company's then outstanding voting securities;  (d) Disposition of Substantially All Company Assets—any Person or Persons  acquire all or substantially all of the assets of the Company, whether in a single transaction or  series of transactions; or  (e) Shareholders Approve Dissolution etc.—the stockholders of the  Company approve a plan of dissolution or complete liquidation of the Company or an agreement  for the sale or disposition by the Company of all or substantially all of the Company's assets.  





 






3  3. Termination of Employment In Connection With Change in Control.   (i) General. If any of the events described in Section 2 constituting a Change in  Control of the Company shall have occurred while this Agreement is in effect, you shall be  entitled to the benefits provided in Section 4(iii) upon termination of your employment within  six (6) months preceding or twenty-four (24) months following such a Change in Control unless  such termination is (i) because of your death or Disability, (ii) by the Company for Cause, or  (iii) by you other than for Good Reason. In the event your employment with the Company is  terminated for any reason more than six (6) months before, or more than twenty-four (24)  months after, a Change in Control of the Company, you shall not be entitled to any benefits  hereunder.  (ii) Disability. If, as a result of your incapacity due to physical or mental illness, you  shall have been absent from the full-time performance of your duties with the Company for six  (6) consecutive months, and within thirty (30) days after written Notice of Termination is given  (which may be given at any time after five (5) months of such absence) you shall not have  returned to the full-time performance of your duties, your employment may be terminated for  "Disability."  (iii) Cause. Termination by the Company of your employment for "Cause" shall mean  termination:  (a) upon the commission by you of a willful serious act, such as  embezzlement, against the Company which is intended to enrich you at the expense of the  Company or upon your conviction of a felony involving moral turpitude, or  (b) in the event of willful, gross neglect or willful, gross misconduct or a  violation of the Company's Code of Conduct resulting in either case in material harm to the  Company, as determined at the sole discretion of the Company's Board of Directors. For  purposes of this Section 3(iii), no act, or failure to act, on your part shall be deemed "willful"  unless done, or omitted to be done, by you not in good faith and without reasonable belief that  your action or omission was in the best interest of the Company.  (iv) Good Reason. You shall be entitled to terminate your employment for Good  Reason. For purposes of this Agreement, "Good Reason" shall mean, without your express  written consent, the occurrence before or after (and reasonably connected to) a Change in  Control of the Company of any of the following circumstances provided that you give a Notice  of Termination to the Company describing the occurrence of the circumstance within 90 days  after the circumstance occurs and the Company fails to substantially correct the circumstance  within 30 days after of such Notice of Termination is given:  (a) Material Reduction in Base Pay—a material reduction by the Company  in your annual base salary as in effect on the date hereof or as the same may be increased from  time to time;  





 






4  (b) Required Relocation—the Company's requiring you to be based at a  Company office more than 50 miles farther from your principal residence than the Company's  offices at which you are principally employed immediately prior to the date of the Change in  Control except for required travel on the Company's business to an extent substantially  consistent with your present business travel obligations;  (c) Failure to Pay Compensation—the failure by the Company to pay to you  any portion of your current compensation within seven (7) days of the date such compensation  is due or any portion of your compensation under any deferred compensation program of the  Company within thirty (30) days of the date such compensation is due;  (d) Failure to Comply with Employment Termination Procedure—any  purported termination of your employment that is not affected pursuant to a Notice of  Termination satisfying the requirements of Section 3(v) hereof (and, if applicable, the  requirements of Section 3(iii) hereof), which purported termination shall not be effective for  purposes of this Agreement; or  (e) Diminution of Position etc.—the assignment to you of any duties or  responsibilities, or the removal from you of any duties or responsibilities, that constitutes a  material diminution of your position, duties, responsibilities or status as in effect preceding such  Change in Control, including no longer reporting directly to the Board.  Your right to terminate your employment pursuant to this Section 3(iv) shall not  be affected by your incapacity due to physical or mental illness. Subject to the requirement that  you give a Notice of Termination to the Company within 90 days after the occurrence of a  circumstance constituting Good Reason, your continued employment shall not constitute consent  to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder.  (v) Notice of Termination. Any purported termination of your employment by the  Company or by you shall be communicated by written Notice of Termination to the other party  hereto in accordance with Section 6. "Notice of Termination" shall mean a notice that shall  indicate the specific termination provision in this Agreement relied upon and shall set forth in  reasonable detail the facts and circumstances claimed to provide a basis for termination of your  employment under the provision so indicated.  (vi) Date of Termination. "Date of Termination" shall mean:  (a) Disability—if your employment is terminated for Disability in  accordance with Section 3(ii), thirty (30) days after Notice of Termination is given (provided  that you shall have been absent from the full-time performance of your duties and shall not have  returned to the full-time performance of your duties during such 30-day period); or  (b) Other than Disability—if your employment is terminated pursuant to  Section 3(iii) (Cause) or Section 3(iv) (Good Reason) hereof or for any other reason (other than  





 






5  Disability), the date specified in the Notice of Termination (which, in the case of a termination  for Cause shall not be less than thirty (30) days from the date such Notice of Termination is  given, and in the case of a termination for Good Reason shall not be less than thirty (30) nor  more than sixty (60) days from the date such Notice of Termination is given).  4. Compensation Upon Termination. Following a Change in Control of the Company, you  shall be entitled to the following benefits during a period of Disability, or upon termination of  your employment within six (6) months preceding or twenty-four (24) months following such a  Change in Control:  (i) Disability. During any period that you are absent from the full-time performance  of your duties with the Company as a result of Disability, you shall receive the normal benefits  provided by the Company to employees in your classification in connection with a Disability.  You shall not receive any additional benefits under this Agreement. Thereafter, or in the event  your employment shall be terminated by reason of your death, your benefits shall be determined  under the Company's retirement, insurance and other compensation programs then in effect in  accordance with the terms of such programs.  (ii) Termination By Company For Cause or By You Not for Good Reason. If your  employment shall be terminated by the Company for Cause or by you other than for Good  Reason, the Company shall pay you your full base salary through the Date of Termination at the  rate in effect at the time Notice of Termination is given, plus all other amounts to which you are  entitled under any bonus or other compensation plan of the Company at the time such payments  are due, and the Company shall have no further obligations to you under this Agreement.  (iii) Termination by Company Other than for Cause or by You for Good Reason. If  your employment by the Company should be terminated by the Company other than for Cause  or Disability or if you should terminate your employment for Good Reason, you shall be entitled  to the benefits provided below:  (a) Salary and Bonus to Date of Termination—the Company shall pay to you  your full base salary through the Date of Termination at the rate in effect at the time Notice of  Termination is given, plus all bonuses earned by you to the Date of Termination that you would  have received if you had remained in the employment of the Company (including any bonus  earned in the prior year but not yet paid and a pro rata amount of any bonus earned during the  year in which the Date of Termination occurs, which shall be paid at the normal time), plus all  other amounts to which you are entitled under any compensation plan of the Company, at the  time such payments are due;  (b) Lump Sum Severance Pay—in lieu of any further salary payments to you  for periods subsequent to the Date of Termination, the Company shall pay as severance pay to  you, at the time specified in Section 4(iv), a lump sum severance payment (together with the  payments provided in paragraphs (c), (d) and (e) below, the "Severance Payments") equal to  three (3) times the sum of (i) your highest annual rate of base salary in effect at any time before  the Date of Termination, and (ii) the greater of (x) the annual target bonus (annualized in the  





 






6  case of any bonus paid with respect to a partial year) under the Company's then current Executive  Incentive Plan and Corporate Incentive Plan or any then current similar plans (the "Management  Incentive Plans") in effect on the Date of Termination or (y) the annual target bonus (annualized  in the case of any bonus paid with respect to a partial year) under the Management Incentive  Plans in effect immediately prior to such Change in Control;  (c) Payment of Health Insurance Cost—you will receive from the Company  a lump sum payment, in cash, equal to thirty-six (36) times the monthly cost you would incur if  you elected to receive COBRA coverage under all Company group health plans under which  you are receiving coverage at the time of your termination and you will be permitted (but not  required) to elect COBRA coverage under such plan or plans for any period of time up to the  maximum permitted under such plan or plans;  (d) Outplacement Services—the Company shall pay directly or reimburse  you for the cost of outplacement services with an outplacement firm selected by you for a period  of up to six months and for an amount not to exceed $25,000 provided that such outplacement  services must be received by you, and any reimbursable expenses incurred by you submitted to  the Company, within twenty-four (24) months following your Date of Termination; and  (e) Equity Award Vesting—unless otherwise provided in an equity award  agreement, you shall be fully vested as of the date of the Change in Control in any and all equity  awards (including but not limited to stock options and restricted stock) held by you immediately  prior to such Change in Control.  (iv) Time of Payment.  (a) Direct Payment or Reimbursement. Amounts payable under Section  4(iii)(d) (Outplacement Services) shall be paid directly by the Company when invoiced by the  provider of outplacement services or reimbursed within 10 days after Company receives  reasonable proof of payment of such services by you.  (b) Lump Sum Payments. Subject to Section 14, the payments provided for  in Section 4(iii)(b) (Lump Sum Severance Pay) and Section 4(iii)(c) (Payment of Health  Insurance Cost); provided, however, that if the amounts of such payments cannot be finally  determined on or before such day, the Company shall pay to you on such day an estimate, as  determined in good faith by the Company, of the minimum amount of such payments and shall  pay the remainder of such payments (together with interest at the rate provided in section  1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later  than the thirtieth (30th) day after the Date of Termination. In the event that the amount of the  estimated payments exceeds the amount subsequently determined to have been due, such excess  shall constitute a loan by the Company to you payable on the fifth day after demand therefor by  the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code).  





 






7  (v) No Requirement to Mitigate Payments. You shall not be required to mitigate the  amount of any payment provided for in this Section 4 by seeking other employment or otherwise,  nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any  compensation earned by you as the result of employment by another employer, by retirement  benefits, by offset against any amount claimed to be owed by you to the Company, or otherwise.  (vi) Cut-Back to Avoid Excess Parachute Payment. Notwithstanding any provision of  this Agreement to the contrary, in the event it shall be determined that any "payments in the  nature of compensation" (within the meaning of Section 280G of the Code) provided to you in  connection with a Change in Control of the Company or the termination of your employment  (the “Applicable Payment”) would but for this Section 4(vi) be subject to the excise tax imposed  by Section 4999 of the Code, or any comparable successor provisions (the “Excise Tax”) then  the Applicable Payment shall either be (i) provided to you in full, or (ii) provided to you as to  such lesser extent which would result in no portion of the Applicable Payment being subject to  the Excise Tax, whichever of the foregoing amounts, when taking into account applicable  income. and employment taxes. the Excise Tax and any other applicable taxes, results in the  receipt by you on an after-tax basis, of the greatest amount of the Applicable Payment.  notwithstanding that all or some portion of the Applicable Payment may be subejct to the Excise  Tax.  Any reduction in the Actual Payment shall be taken from the lump sum severance pay  otherwise payable to you under Section 4(iii)(b).  All calculations required to be made under this  Section 4(vi) will be made by the Company’s independent public accountants in accordance with  the principles of Section 280G of the Code and shall be binding on you and the Company absent  gross error or fraud.  You acknowledge and agree that the actual implementation of the provisions  of this Section 4(vi) are complex and agree to deal with the Company in good faith to resolve  any questions or disagreements arising hereunder.  Furthermore, the intent of this Section 4(vi)  is to maximize the net after-tax proceeds received by you of the Applicable Payment.   Accordingly, in the event of an examination by the Internal Revenue Service resulting in a final  non-appealable determination that an amount of the Excise Tax is due and owing with respect to  the receipt of the Applicable Payment which was not anticipated or accounted for by you and the  Company, you agree to cooperate in making any adjustments to the Applicable Payment  (including the repayment of a portion of the Applicable Payment to the Company) as may be  necessary consistent with the intent of this Section 4(vi); provided, however and for purposes of  clarity in no event shall the Company be obligated to pay to you an amount in excess of the full  amount of the Applicable Payment if it is determined under this Section 4(vi) that payment of  the full amount of the Applicable Payment results in the receipt by you on an after-tax basis of  the greatest amount of the Applicable Payment, notwithstanding that all or some portion of the  Applicable Payment may be subject to the Excise Tax.  5. Successors, Binding Agreement.  (i) Company To Require Successor To Assume Obligations. The Company will  require any successor (whether direct or indirect, by purchase, merger, consolidation or  otherwise) to all or substantially all of the business and/or assets of the Company to expressly  assume and agree to perform this Agreement in the same manner and to the same extent that the  





 






8  Company would be required to perform it if no such succession had taken place. Failure of the  Company to obtain such assumption and agreement prior to the effectiveness of any such  succession shall be a breach of this Agreement and shall entitle you to compensation from the  Company in the same amount and on the same terms to which you would be entitled hereunder  if you had terminated your employment for Good Reason following a Change in Control of the  Company regardless of whether such succession constitutes a "Change in Control" under section  2(i). In order to receive compensation under this Section 5, you must terminate your employment  in accordance with Section 3(iv) (including providing the Company or its successor with a  Notice of Termination within 90 days following the Company's failure and providing the  Company with 30 days in which to correct its failure), however, the failure of the Company to  obtain such assumption and agreement prior to the effectiveness of the succession shall be  deemed the "Good Cause" that justifies your termination of employment. As used in this  Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to  its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by  operation of law, or otherwise.  (ii) Agreement To Benefit Your Successors. This Agreement shall inure to the benefit  of and be enforceable by you and your personal or legal representatives, executors,  administrators, successors, heirs, distributes, devisees and legatees. If you should die while any  amount would still be payable to you hereunder had you continued to live, all such amounts,  unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement  to your devisee, legatee or other designee or, if there is no such designee, to your estate.  (iii) Waiver of Defenses, Presumption. The Company expressly acknowledges and  agrees that you shall have a contractual right to the benefits provided hereunder, and the  Company expressly waives any ability, if possible, to deny liability for any breach of its  contractual commitment hereunder upon the grounds of lack of consideration, accord and  satisfaction or any other defense. In any dispute arising after a Change in Control of the Company  as to whether you are entitled to benefits under this Agreement, there shall be a presumption that  you are entitled to such benefits and the burden of proving otherwise shall be on the Company.  (iv) Payments Do Not Offset Other Amounts Due from Company. All benefits to be  paid hereunder shall be in addition to any Disability, workers' compensation, or other Company  benefit plan distribution, unpaid vacation or other unpaid benefits that you have at the Date of  Termination.  (v) Termination of Agreement by Company. Notwithstanding anything to the  contrary contained in this Agreement, in the event that the scope or extent of your employment  duties or responsibilities with the Company are reduced as determined by the Company in its  sole discretion, this Agreement shall terminate, and the Company shall have no further  obligations to you hereunder. The Company shall deliver to you a written notice (the  "Termination Notice") of such determination and this Agreement shall terminate effective upon  your receipt of the Termination Notice; provided, however, that no Termination Notice shall be  effective if delivered within six (6) months prior to a Change in Control of the Company.  





 






9  6. Notice. For the purpose of this Agreement, notices and all other communications  provided for in this Agreement shall be in writing and shall be deemed to have been duly given  when delivered or mailed by United States certified or registered mail, return receipt requested,  postage prepaid, addressed to the respective addresses set forth on the first page of this  Agreement, provided that all notice to the Company shall be directed to the attention of the  Board with a copy to the Secretary of the Company, or to such other address as either party may  have furnished to the other in writing in accordance herewith, except that notice of change of  address shall be effective only upon receipt.  7. Miscellaneous.  (i) Amendment of Agreement. No provision of this Agreement may be modified,  waived or discharged unless such waiver, modification or discharge is agreed to in writing and  signed by you and such officer as may be specifically designated by the Board.  (ii) Waivers Do Not Apply To Subsequent Breaches. No waiver by either party  hereto at any time of any breach by the other party hereto of, or compliance with, any condition  or provision of this Agreement to be performed by such other party shall be deemed a waiver of  similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.  (iii) Governing Law. The validity, interpretation, construction and performance of  this Agreement shall be governed by the laws of the State of New York without regard to its  conflicts of law principles.  (iv) References to Statutes. All references to sections of the Exchange Act or the Code  shall be deemed also to refer to any successor provisions to such sections.  (v) Section Headings. Section, subsection and paragraph headings are for  convenience only and shall not be taken into account in the construal of this Agreement.  (vi) Survival of Company's Obligations. In the event of a Change in Control of the  Company during the term of this Agreement, the obligations of the Company under Section 4  shall survive the expiration of the term of this Agreement consistent with the periods referenced  in Section 4.  (vii) Application of Code Section 409A. This Agreement is intended to comply with  Internal Revenue Code Section 409A and shall be construed in such manner as to avoid a  violation of said Code section.  8. Validity. The invalidity or unenforceability of any provision of this Agreement shall not  affect the validity or enforceability of any other provision of this Agreement, which shall remain  in full force and effect.  





 






10  9. Counterparts. This Agreement may be executed in several counterparts, each of which  shall be deemed to be an original but all of which together will constitute one and the same  instrument.  10. Resolution of Disputes  (i) Arbitration. Any dispute or controversy arising under or in connection with this  Agreement shall be settled exclusively by arbitration, conducted before a panel of three  arbitrators in the State of New York, in accordance with the rules of the American Arbitration  Association then in effect. Judgment may be entered on the arbitrator's award in any court having  jurisdiction.  (ii) Notification of a Dispute, Procedure. In the event that either party to this  Agreement seeks to dispute an action or inaction of the other party (including but not limited to  a claim of termination of your employment for a specified reason, a claim that termination or  Change in Control occurred on a specified date, or a determination concerning an amount  payable under Section 4), the party wishing to dispute the action or inaction shall give notice to  the other party that a dispute exists. In the case of a dispute regarding termination of your  employment, such notice shall be given within 15 days after any Notice of Termination is given  or, if the Notice of Termination is not properly given, prior to the Date of Termination. In the  case of any other dispute, such notice shall be given reasonably promptly after the disputing  party becomes aware (or would have become aware upon the exercise of reasonable diligence)  of the facts giving rise to the dispute. Thereafter, you shall pursue the resolution of such dispute  with reasonable diligence including commencing an arbitration proceeding in accordance with  Section 10(i) within 180 days after the notice of dispute is given and pursuing resolution of the  dispute through the arbitration proceeding with reasonable diligence. The Company shall pay to  you all reasonable legal fees and expenses incurred by you in contesting or disputing any such  termination or in seeking to obtain or enforce any right or benefit provided by this Agreement  provided that the Court or arbitrators do not find that you acted in bad faith.  (iii) Date of Termination. The Date of Termination provided under Section 3(vi) shall  not be changed as a result of a dispute concerning the termination of your employment.  (iv) Delay in Payment of Amount Due. If the Company fails to pay any amount due  under Section 4 in connection with the termination of your employment and you dispute such  failure, payment of such amount shall be made no later than the end of your first taxable year in  which the you and the Company enter into a legally binding settlement of such dispute, the  Company concedes that the amount is payable, or the Company is required to make such  payment pursuant to a final and nonappealable judgment or other binding decision.  11. Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto  in respect of the subject matter contained herein and during the term of the Agreement supersedes  the provisions of all prior Change in Control agreements entered into between you and the  Company and all other prior agreements, promises, covenants, arrangements, communications,  





 






11  representations or warranties, whether oral or written, by any officer, employee or representative  of any party hereto with respect to the subject matter hereof.  12. Payments Net of Withholding. Any payments provided for hereunder shall be paid net of  any applicable withholding required under federal, state or local law.  13. No Other Severance Payments. The benefits provided under this Agreement in the event  of a Change in Control are your exclusive severance benefit. Accordingly, you agree that you  will not receive benefits under any broad-based severance plan of the Company if you receive  any severance benefits under this Agreement.  14. Delayed Payment to Specified Employee. In the event that you are a "Specified  Employee" on your Date of Termination hereunder, no payment shall be made to you under this  Agreement until the day following the 6-month anniversary of your Date of Termination to the  extent necessary to comply with the requirements of Section 409A of the Code. The preceding  sentence shall not apply to:  (i) payment of reasonable legal fees and expenses incurred by you in connection with  a dispute, in accordance with Section 10(ii);  (ii) payment of severance pay as provided in Section 4(iii)(b) but only to the extent  that such pay is paid on account of involuntary separation from service, such pay does not exceed  two times the lesser of your annualized compensation or the amount that can be taken into  account under Internal Revenue Code Section 401 (a)(17) in the calendar year in which occurs  your Date of Termination, and such pay is paid on or before the last day of the second calendar  year following the calendar year in which occurs your Date of Termination, all within the  meaning of within the meaning of Treas. Reg. Sec. 1.409A-1(b)(9)(iii)  (iii) payment for outplacement services in accordance with Section 4(iii)(d); or  (iv) the acceleration of vesting of any equity award (that does not constitute a deferral  of compensation under the Code Section 409A regulations) in accordance with Section 4(iii)(e).  You are a "Specified Employee" if your Date of Termination occurs on or after July 1 of a  calendar year and you were a "key employee" within the meaning of Code Section  416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the regulations thereunder and  disregarding Code Section 416(i)(5)) at any time during the 12-consecutive month period ending  on the preceding March 31. If your Date of Termination occurs in a given calendar year before  July 1 of that year, you are a Specified Employee" if you were a "key employee" (within the  meaning of the preceding sentence) on any day during the second preceding 12-consecutive  month period ending on the preceding March 31.  





 






12  If this letter sets forth our agreement on the subject matter thereof, kindly sign and return  to the Company the enclosed copy of this letter, which will then constitute our agreement on this  subject.  Sincerely,  COLUMBUS MCKINNON CORPORATION  By: ______________________________  Name:   Title:   Agreed as of the ____ day of  ________  ___________________________  Name: [_________________]