cmco-ex1012for10xknqsoaw






COLUMBUS MCKINNON CORPORATION  2016 LONG TERM INCENTIVE PLAN  FISCAL YEAR [______] NONQUALIFIED STOCK OPTION AWARD  The Columbus McKinnon Corporation, a New York corporation (the  “Company”), pursuant to action of the Compensation and Succession Committee (the  “Committee”), has approved the grant to you of an option to purchase shares of Company Stock  (common shares, par value $.01 per share) on the terms and subject to the conditions set forth in  the Columbus McKinnon Corporation 2016 Long Term Incentive Plan (the “Plan”) and in this  Nonqualified Stock Option Award Agreement (the “Award Agreement”). Unless otherwise  specified, capitalized terms shall have the meanings specified in the Plan. The terms and  conditions of the Plan are incorporated by reference and govern except to the extent that this  Award Agreement provides otherwise.  Recipient: [____________________________]  Grant Date: [____________________________]  Award Number: [____________________________]  Award Shares: [____________________________]  Option to purchase shares of Company Stock  Exercise Price: [____________________________]   Per share of Company Stock  Vesting Schedule:  Shares Vest Date  [____________________________]  [____________________________]  [____________________________]  [____________________________]  [____________________________]  [____________________________]  





 






By accepting this Nonqualified Stock Option Award and any shares of Company  Stock issued pursuant to the exercise of the Option, you (“Recipient”) acknowledge receipt of a  copy of the Plan. You represent that you have read and understand the terms of the Plan and this  Award Agreement, and accept this Nonqualified Stock Option Award subject to all such terms  and conditions. You also acknowledge that you should consult a tax advisor regarding the tax  aspects of this Nonqualified Stock Option Award and that you are not relying on the Company  for any opinion or advice as to personal tax implications of this Nonqualified Stock Option  Award.  At the direction of the Chairman of the Compensation and Succession Committee,  this Nonqualified Stock Option Award has been executed by the Compensation and Succession  Committee of the Company to be effective as of the Grant Date specified hereon.  





 






TERMS AND CONDITIONS  I. Grant of Option. The Company, as a matter of separate inducement and not in lieu of  any salary or other compensation for your services, hereby grants to you as of the Grant  Date indicated above, the right and option (the “Option”) to purchase, in accordance  with the terms and conditions set forth in the Plan, but subject to the limitations set forth  herein and in the Plan, an aggregate number of shares of the Company Stock (the  “Award Shares”) and at a price per Award Share as indicated above as the Exercise  Price, such option price being, in the judgment of the Committee, not less than one  hundred percent (100%) of the fair market value of such Award Share as of the Grant  Date. For US tax purposes, to the extent applicable, the Option is a Non-Qualified option  and is not intended to qualify as an “incentive stock option” within the meaning of  Section 422 of the Internal Revenue Code of 1986, as amended. II. Vesting of Option. (a) Vesting Dates and Amounts. Subject to the other provisions and limitations of  the Plan, the Options awarded under this Award Agreement will vest and become  exercisable with respect to the vesting schedule on page 1 of this Award  Agreement (the “Vesting Dates”) if Recipient remains continuously employed by  the Company and/or a termination of employment for Retirement, as defined by  the Plan. (b) Cumulative Effect of Vesting. The right to purchase Award Shares shall be  cumulative so that when the right to purchase any Award Shares has vested under  clause (a) of this Section, such Award Shares or any part thereof may be  purchased at any time thereafter until the expiration or termination of the Option. (c) Fractional Shares. In no event shall you exercise this Option for a fraction of an  Award Share or for an aggregate exercise price of less than [$2,500]. (d) Minimum Exercise. No fewer than [100] Award Shares may be purchased at  any time, unless the number purchased is the total number at the time exercisable  under the Option. (e) Term of Options. The Options granted pursuant to this Award Agreement shall  expire on the tenth (10th) anniversary of the Grant Date unless such Options  sooner expire or are exercised or forfeited as provided herein. 





 






III. Effect of Termination of Employment.  (a) Unless the Committee shall determine otherwise, in the event that the  employment of Recipient with the Company or a Subsidiary or any Affiliate shall  terminate for any reason other than Cause, Retirement, Disability or death : (i)  Options granted to Recipient, to the extent that they were vested and exercisable  at the time of such termination, shall expire at the close of business on the 30th day following the later of (A) the date of such termination or (B) the date on  which any period, as determined by the Committee in a reasonable manner,  which prohibits Recipient from trading in securities of the Company due to  Recipient’s knowledge of material non-public information ends; and (ii) Options  granted to Recipient, to the extent that they were not vested and exercisable at the  time of such termination, shall expire at the close of business on the date of such  termination. Notwithstanding the foregoing, no Option shall be exercisable after  the expiration of its term.  (b) Unless the Committee shall determine otherwise, in the event that the  employment of Recipient with the Company shall terminate on account of the  Disability or death of Recipient: (i) all Options granted to Recipient, to the extent  that they have not otherwise expired, will become vested and exercisable at the  time of such termination, and (ii) such Options shall remain outstanding and  exercisable until the first (1st) anniversary of such termination, on which date  they shall expire at the close of business. Notwithstanding the foregoing, no  Option shall be exercisable after the expiration of its original term.  (c) In the event of the termination of Recipient’s employment at a time of  Retirement and other than for Cause, provided that Recipient has provided  Company with three (3) month notice prior to the date of such Retirement of  Recipient’s intent to retire, (i) all Options granted to Recipient, to the extent they  have not otherwise expired, will continue to be and become exercisable as  provided in this Award Agreement as if Recipient continued to be employed by  Company and (ii) all Options shall expire on the fifth (5th) anniversary of such  date of termination at the close of business. Notwithstanding the foregoing, no  Option shall be exercisable after the expiration of its original term.  IV. Effect of Change in Control.  (a)  If Option is Assumed by a Successor Entity. Unless the Committee determines  otherwise, upon the occurrence of a Change in Control, if the Option is Assumed  (as defined below) by the entity effecting the Change in Control (or a successor or  parent corporation), the Option will vest as provided in Section 2 or, if earlier, will  become fully vested upon the termination of Recipient’s employment within 24  months following the occurrence of a Change in Control (as defined below), if  such termination is not (i) due to Recipient’s death, Disability, or Retirement, (ii) a  termination by the Company for Cause or (iii) a voluntary termination by Recipient  absent Good Reason. Any Options that were or became vested on the date of such  termination of employment shall be exercisable until the earlier of six  





 






(6) months following Recipient’s termination of employment and the expiration  date of the Option.  (b) If Option is Not Assumed by a Successor Entity. Unless the Committee  determines otherwise, upon the occurrence of a Change in Control, if the Option  is not Assumed by the entity effecting the Change in Control (or a successor or  parent corporation), the Option will become fully vested on the date of the  Change in Control. For each Option covered by this Award Agreement which  then has not otherwise expired, Recipient will receive a payment equal to the  excess, if any, of the consideration (consisting of cash or other property  (including securities of a successor or parent corporation)) which holders of  Company Stock received (or will receive) in the Change in Control transaction  over the exercise price specified in this Award Agreement. Such payment shall  be made in such form (cash and/or stock) as specified by the Committee on or  before the 15th day of the 3rd month following the taxable year of Recipient in  which occurs the Change in Control. (c) Assumed by a Successor Entity. For purposes of this Award Agreement, an  Option will be considered assumed (“Assumed”) if the following conditions are  met: 1. Options are converted into a replacement award in a manner that complies  with Section 409A of the Internal Revenue Code of 1986, as amended.  2. The replacement award contains provisions for scheduled vesting and  treatment on termination of employment (including the definition of Cause  and Good Reason) that are no less favorable to Recipient that those in this  Award Agreement, and all other terms of that replacement award (other  than the security and number of shares represented by the replacement  award) are substantially similar to those of this Award Agreement.  3. The security represented by the replacement award is of a class that  is publicly held and widely traded on an established stock exchange.  V.  Cause. For the purpose of this agreement, “Cause” shall mean, unless otherwise specified  in an applicable employment agreement between the Company and Recipient, with  respect to any Recipient, as determined by the Committee in its sole discretion:  (a) Willful Serious Act  - Commission of a willful serious act, such as  embezzlement, against the Company which is intended to enrich Recipient at  the expense of the Company; (b) Conviction  - Conviction of a felony involving moral turpitude; or (c) Misconduct - Any willful, gross neglect or willful, gross misconduct resulting  in either case in material harm to the Company, or a violation of the Company’s  Code of Conduct. For purpose of this Section 5 no act, or failure to act, on  Recipient’s behalf will be deemed “willful” unless done, or omitted to be done,  





 






by Recipient not in good faith and without reasonable belief that Recipient’s  action or omission was in the best interest of the Company.  VI. Good Reason. For purposes of this Agreement, "Good Reason" shall mean, without  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  Recipient gives a Notice of Termination to the Company describing the occurrence of the  circumstance within ninety (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  Recipient’s annual base salary as in effect on the date hereof or as the same  may be increased from time to time; (b) Reduction in Target Annual Direct Compensation - a reduction in  Recipient’s Target Annual Direct Compensation. For this purpose, “Target  Annual Direct Compensation” means the sum of Recipient’s Base Pay, target  annual incentive opportunity, and the annualized value of the most recent long- term incentive award approved by the Compensation and Succession Committee  of the Board prior to the Change in Control. For purposes of measuring  annualized long-term incentives, the awards shall be measured on their date of  grant using reasonable assumptions, including, but not limited to, fair value  principles such as those identified in Financial Accounting Standards Board  Accounting Standards Codification Topic 718; the value of such awards shall be  annualized over the frequency of their grant; (c) Reduction in Benefits - the failure by the Company to continue in effect any  investment plan, retirement plan, savings plan, supplemental retirement plan,  deferred compensation plan, supplemental investment plan, life insurance plan,  health and accident plan, disability plan or other welfare benefit plan in which  Recipient was participating at the time of the Change in Control (or plans  providing Recipient with substantially similar benefits), the taking of any action  by the Company which would adversely affect Recipient’s participation or  materially reduce Recipient’s benefits or value under any of such plans, unless  such plans are replaced by plans of at least equivalent value to Recipient; (d) Required Relocation  - the Company's requiring Recipient to be based at a  Company office more than 50 miles farther from Recipient’s principal residence  than the Company's offices at which they 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 present business  travel obligations; (e) Failure to Pay Compensation  - the failure by the Company to pay to Recipient  any portion of their current compensation within seven (7) days of the date such  compensation is due or any portion of their compensation under any deferred 





 






compensation program of the Company within thirty (30) days of the date such  compensation is due;  (f) Failure to Comply with Employment Termination Procedure - any purported  termination of Recipients employment that is not effected pursuant to a Notice of  Termination. “Notice of Termination” shall mean a Notice that shall indicate a  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 Recipient’s employment under the provision so indicated; or (g)Diminution of Position etc. - the assignment to Recipient of any duties or  responsibilities, or the removal from Recipient of any duties or responsibilities,  that constitutes a material diminution of their position, duties, responsibilities or  status as in effect preceding such Change in Control. Recipient’s right to  terminate their employment pursuant to this Section shall not be affected by their  incapacity due to physical or mental illness. Subject to the requirement that  Recipient gives a Notice of Termination to the Company within 90 days after the  occurrence of a circumstance constituting Good Reason, continued employment  shall not constitute consent to, or a waiver of rights with respect to, any  circumstance constituting Good Reason hereunder. VII. Non-Transferability of Option. This Option is not transferable by Recipient  other than by will or the laws of descent and distribution, and is exercisable, during  lifetime, only by Recipient. This Option may not be assigned, transferred (except by  will or the laws of descent and distribution), pledged or hypothecated in any way  (whether by operation of law or otherwise) and shall not be subject to execution,  attachment or similar proceeding. Any attempted assignment, transfer, pledge,  hypothecation or other disposition of this Option contrary to the provisions hereof, and  the levy of any attachment or similar proceeding upon the Option, shall be null and void  and without effect. However, the Committee may, in its sole discretion, permit a  transfer of this Option to (i) your Immediate Family Members (as defined in the Plan)  or (ii) a trust for the exclusive benefit of your Immediate Family Members. VIII. Exercise of Option.  (a) Purchasing of Shares  - Any exercise of the Option shall be done by the delivery  to the Secretary of the Corporation (or such other person as the Secretary may  designate) no less than one day and no more than ten business days prior to the  proposed date of exercise (or by the completion of such other administrative  exercise procedures as the Committee may require from time to time) of  1. a written notice stating the number of Award Shares to be purchased  pursuant to the exercise of the Option and the proposed date of exercise  2. payment in full for the Exercise Price of the Award Shares to be purchased  shall be made on the effective date of such exercise by one or a  combination of the following means: (i) in cash, by certified check, bank  





 






IX. Withholding Taxes. As provided in the Plan, the Company may withhold or cause to  be withheld from sums due or to become due to Recipient from the Company or a  cashier’s check or wire transfer; (ii) subject to the approval of the  Committee, by Recipient tendering (either actually or by attestation)  owned and unencumbered Award Shares which have been held by  Recipient for at least six months prior to the date of exercise and valued  at their Fair Market Value on the effective date of such exercise; or (iii)  by means of a broker assisted cashless exercise procedure complying with  applicable law, and (iv) by such other provision as the Committee may  from time to time authorize. Any payment in Award Shares shall be  effected by the delivery of such shares to the Secretary (or the Secretary’s  designee) of the Company, duly endorsed in blank or accompanied by  stock powers duly executed in blank, together with any other documents  and evidences as the Secretary (or the Secretary’s designee) of the  Company shall require;  3. any written statements or agreements required pursuant to the Plan; and  4. satisfaction of the tax withholding provisions of Section 18 of the Plan.  (b) Legends - If the Company, in its sole discretion, shall determine that it is  necessary, to comply with applicable securities laws, the certificate or certificates  representing the Award Shares purchased pursuant to the exercise of this Option  shall bear an appropriate legend in form and substance, as determined by the  Company, giving notice of applicable restrictions on transfer under or in respect  of such laws. Further, Recipient acknowledges that the Company may endorse a  legend upon the certificate evidencing the Award Shares as the Company, in its  sole discretion, determines to be necessary and appropriate to implement the  terms of the Plan (c) Investment Intent – Recipient covenants and agrees with the Company that if,  at the time of exercise of this Option, there does not exist a Registration  Statement on an appropriate form under the Securities Act of 1933, as amended  (the “Act”), which Registration Statement shall have become effective and shall  include a prospectus which is current with respect to the Award Shares subject to  this Option (i) that Recipient will represent that Recipient is purchasing the  Award Shares for Recipient’s own account and not with a view to the resale or  distribution thereof and (ii) that any subsequent offer for sale or sale of any such  Award Shares shall be made either pursuant to (x) a Registration Statement on an  appropriate form under the Act, which Registration Statement shall have become  effective and shall be current with respect to the Award Shares being offered and  sold, or (y) a specific exemption from the registration requirements of the Act,  but in claiming such exemption, Recipient shall, if requested by the Company,  prior to any offer for sale or sale of such Award Shares, obtain a favorable  written opinion from counsel for or approved by the Company as to the  applicability of such exemption. 





 






Subsidiary or any Affiliate an amount necessary to satisfy its obligation (if any) to  withhold taxes as well as social insurance contributions or National Insurance  Contributions, if any, which arise in connection with the Option, including, without  limitation, obligations arising upon (i) the grant, vesting or exercise, in whole or in part, of  the Option, (ii) the transfer, in whole or in part, of any shares acquired upon exercise of  the Option, (iii) the operation of any law or regulation providing for the imputation of  interest, or (iv) the lapsing of any restriction with respect to any shares acquired upon  exercise of the Option (“Tax Obligations”). The Option is not exercisable unless the Tax  Obligations of the Company or a Subsidiary or any Affiliate are satisfied. The Company  may require Recipient to reimburse the Company in such amount and may make such  reimbursement a condition to the delivery of the Award Shares pursuant to the exercise of  this Option. Recipient acknowledges that the ultimate liability for all Tax Obligations  legally due by Recipient is and remains Recipient’s responsibility and that the Company  (a) makes no representations or undertakings regarding the treatment of any Tax  Obligations in connection with any aspect of the Option and (b) does not commit to  structure the terms of the grant or any other aspect of the Option to reduce or eliminate  Recipient’s liability for Tax Obligations.  X. Agreement Subject to the Plan. This Award Agreement is subject to, and Recipient and  the Company will both be bound by, all terms, conditions, limitations and restrictions  contained in the Columbus McKinnon Corporation 2016 Long Term Incentive Plan, which  shall be controlling in the event of any conflicting or inconsistent provisions. XI. Stock Ownership Required. Recipient understands that any award earned as part of this  Nonqualified Stock Option Award Agreement is subject to the terms and conditions of  the Company Stock Ownership Requirements. XII. Claw back Policy. Recipient understands that any award earned as a part of this  Nonqualified Stock Option Award Agreement is subject to the terms and conditions of  the Company Clawback Policy in effect at the time awards are vested. XIII. Adjustments. In the event of a stock split, a stock dividend or a similar change in the  Company Stock, the number of Award Shares subject to this Award Agreement will be  adjusted pursuant to the provisions of the Plan. XIV. Service Conditions. In accepting the Option, Recipient acknowledges and agrees that: (a) Any notice period mandated under applicable law shall not be treated as service for  the purpose of determining the vesting of the Option; and Recipient’s right to  vesting of Award Shares in settlement of the Option after termination of service, if  any, will be measured by the date of termination of Recipient’s active service and  will not be extended by any notice period mandated under applicable law. Subject  to the foregoing and the provisions of the Plan, the Company, in its sole discretion,  shall determine whether Recipient’s service has terminated and the effective date  of such termination.  





 






(b) The Plan is established voluntarily by the Company. It is discretionary in nature  and it may be modified, amended, suspended or terminated by the Company at any  time, unless otherwise provided in the Plan and this Award Agreement.  (c) The grant of the Option is voluntary and occasional and does not create any  contractual or other right to receive future grants of options, or benefits in lieu of  options, even if options have been granted repeatedly in the past.  (d) All decisions with respect to future Option grants, if any, will be at the sole  discretion of the Company.  (e) Recipient’s participation in the Plan shall not create a right to further service with  the Company or another Subsidiary or any Affiliate and shall not interfere with the  ability of the Company or another Subsidiary or any Affiliate to terminate  Recipient’s service at any time, with or without cause, subject to applicable law.  (f) Recipient is voluntarily participating in the Plan.  (g) The Option is an extraordinary item that does not constitute compensation of any  kind for service of any kind rendered to the Company or any Subsidiary or any  Affiliate, and which is outside the scope of Recipient’s employment contract, if  any.  (h) The Option is not part of normal or expected compensation or salary for any  purpose, including, but not limited to, calculating any severance, resignation,  termination, redundancy, end-of-service payments, bonuses, long-service options,  pension or retirement benefits or similar payments.  (i) In the event that Recipient is not an employee of a Subsidiary or any Affiliate, the  Option grant will not be interpreted to form an employment contract or  relationship with a Subsidiary or any Affiliate.  (j) The future value of the underlying Award Shares is unknown and cannot be  predicted with certainty. The value of the Award Shares may increase or decrease.  (k) No claim or entitlement to compensation or damages arises from termination of  the Option or diminution in value of the Option or Award Shares and Recipient  irrevocably releases the Company or a Subsidiary or any Affiliate from any such  claim that may arise. If, notwithstanding the foregoing, any such claim is found by  a court of competent jurisdiction to have arisen then, by signing this Award  Agreement, Recipient shall be deemed irrevocably to have waived Recipient’s  entitlement to pursue such a claim.  XV.  Electronic Delivery of Signatures. Recipient hereby consents and agrees to  electronic delivery of any Plan documents, proxy materials, annual reports and other  related documents. If the Company establishes procedures for an electronic signature  system for delivery and acceptance of Plan documents, Recipient hereby consent to such  





 






procedures and agree that Recipient’s electronic signature is the same as, and shall have  the same force and effect as a manual signature. Recipient also consents and agrees that  any such procedures and delivery may be effected by a third party engaged by the  Company to provide administrative services related to the Plan. Recipient agree that the  foregoing online or electronic participation in the Plan shall have the same force and  effect as documentation executed in hardcopy written form.