Exhibit
10.11


 


THE
MANITOWOC COMPANY, INC.


 


AWARD
AGREEMENT


2004
NON-EMPLOYEE DIRECTOR STOCK AND AWARDS PLAN


 


THIS AWARD AGREEMENT is entered
into this           day of                    ,
20           , and
reflects action taken by THE MANITOWOC COMPANY,
INC. (the “Company”) to {INSERT NON-EMPLOYEE
DIRECTOR’S NAME}   (the “Director”) pursuant to the 2004 NON-EMPLOYEE DIRECTOR STOCK AND AWARDS PLAN (the “Plan”).


 


WHEREAS, the Company believes it
to be in the best interests of the Company, its subsidiaries and its
stockholders to provide its non-employee directors with incentives to increase
shareholder value by offering the opportunity to acquire shares of the Company’s
common stock, receive incentives based on the value of such common stock, or
receive other incentives on potentially favorable terms (collectively referred
to and further defined in the Plan as “Awards”); and


 


WHEREAS, the Company has adopted
the Plan to establish certain parameters regarding such Awards; and


 


WHEREAS, the Company, acting by
the authority of the Compensation Committee of the Board of Directors of the
Company (the “Committee”), has decided to enter into this Agreement, subject to
the terms of the Plan.


 


NOW, THEREFORE, in consideration
of the premises set forth herein and of the services to be performed by the
Director, the Company and the Director hereby agree to the terms set forth in
this Agreement.


 


1.             PLAN
AND AGREEMENT.  All parties
acknowledge that this Agreement and any Award granted hereunder is subject to
the terms of the Plan, which shall govern all rights, interests, obligations,
and undertakings of both the Company and the Director.  Any capitalized term not otherwise defined in
this Agreement shall have the meaning set forth in the Plan.  To the extent that there is any conflict
between the terms of this Agreement and the Plan, the terms of the Plan as
determined, interpreted and applied by the Administrator, shall control to
resolve such ambiguity or conflict.


 


2.             STOCK
OPTION.  {ONLY USE
THIS OPTIONAL SECTION 2 IF THE AGREEMENT GRANTS STOCK OPTIONS~~RENUMBER THE
REMAINING SECTIONS ACCORDINGLY}


 


(a)           OPTION
AND EXERCISE PRICE.  Pursuant to
Section 5 of the Plan and subject to the terms of this Agreement, the Company
grants to the Director an Option to purchase             
{INSERT NUMBER OF SHARES SUBJECT TO THE OPTION}
Shares of Common Stock of the Company (the “Option Shares”) at a price of             
{INSERT EXERCISE PRICE—THE EXERCISE PRICE MAY NOT
EXCEED THE FAIR MARKET VALUE OF THE SHARES AS OF THE GRANT DATE}.


 


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(b)           TIME OF
EXERCISE AND LIMITATIONS.  Subject to
the limitations of this Section and to termination provisions of Section {INSERT THE SECTION NUMBER FOR THE SECTION TITLED “TERMINATION
OF AWARD”}, the Director may purchase


 


{OPTION 1—all
or any portion of the Option Shares on or after {INSERT
OPTION DATE}.


 


{OPTION 2—up
to {INSERT NUMBER}  of the Option Shares
on or after {INSERT FIRST OPTION DATE}  and may purchase the remaining Option Shares
on or after {INSERT OPTION DATE}.


 


{OPTION 3—all
or any portion of the “vested” Option Shares, determined according to the
following vesting schedule {INSERT VESTING SCHEDULE
WITH VESTING PERCENTAGES AND VESTING DATE OR SERVICE REQUIREMENTS}.


 


{OPTION 4—COPY THE INTRODUCTORY
LANGUAGE FROM OPTION 1 OR OPTION 2 upon the
satisfaction of the following Performance Goals: {INSERT
PERFORMANCE GOALS—SEE SECTION 12(r) OF THE PLAN}.


 


All Options under this Agreement expire no later than
ten (10) years after the date of the grant. 
No Options under this Agreement will qualify as “incentive stock
options,” as described in Code section 422(b).


 


(c)           EXERCISE
PROCEDURES.  The Director may
exercise any Option under this Agreement, in whole or in part, only with
respect to any Option Share for which the right to exercise shall have accrued
pursuant to sub-section (b) above and only so long as Section {INSERT THE NUMBER OF THE SECTION TITLED “TERMINATION
OF AWARD”} does not prohibit such exercise.


 


(i)            WRITTEN
NOTICE.  Any Option under this
Agreement may be exercised only by delivering a written notice to the Company’s
Human Resources Department at Manitowoc, Wisconsin, accompanied by payment of
the purchase price and such additional amount (if any) determined by the Human
Resources Department as necessary to satisfy the Company’s tax withholding
obligations, and such other documents or representations as the Company may
reasonably request to comply with securities, tax or other laws then applicable
to the exercise of the Option.  Delivery may
be made in person, by nationally-recognized delivery service that guarantees
overnight delivery, or by facsimile.  A
notice of Option exercise that is received by the Human Resources Department
after 11:59 P.M. (Central Time) on the date on which such Option expires or
terminates (as provided in Section {INSERT THE NUMBER OF THE
SECTION TITLED “TERMINATION OF AWARD”}) shall be null and void.


 


(ii)           PURCHASE
PRICE.  No Option Shares shall be
issued until full payment of the purchase price for those Shares has been
received by the Company.  The Director may pay the Option
purchase price described above in one or more of the following forms:  (a)  cash equal to the purchase price
for the Option Shares being purchased; (b) a check payable to the order of the Company
for the purchase price of the Option Shares being purchased; (c) delivery of
Shares of Common Stock (including by attestation) that the Director has owned
for at least six (6) months and have a Fair Market Value (determined on the
date of delivery) equal to the purchase price of the Option Shares being
purchased; (d) delivery (including by facsimile) to 


 


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the Human Resources Department of the Company at Manitowoc, Wisconsin,
of an executed irrevocable option exercise form together with irrevocable
instructions, in a form acceptable to the Company, to a broker-dealer to sell
or margin a sufficient portion of the Shares issuable upon exercise of this
Option and deliver the sale or margin loan proceeds directly to the Company to
pay for the exercise price; or (e) any other form of payment expressly
approved, in advance and in writing, by an authorized Committee
representative.  The Director may satisfy
any tax withholding obligation of the Company arising from the exercise of an
Option under this Agreement, in whole or in part, by paying such tax obligation
in cash or by check made payable to the Company, or by electing to have the
Company withhold Shares having a Fair Market Value on the date of exercise
equal to the amount required to be withheld, subject to such rules as the
Committee may adopt.  In any event, the
Company reserves the right to withhold from any compensation otherwise payable
to the Director such amount as the Company determines is necessary to satisfy
the Company’s tax withholding obligations arising from the exercise of this
Option.


 


{USE THE FOLLOWING PARAGRAPH IF THE GRANT DATE IS NOT THE DATE
OF THIS AGREEMENT.


 


(d)           GRANT
DATE.  The “Grant Date” for all Options
under this Agreement shall be:                               }


 


#              RESTRICTED
STOCK.  {ONLY
USE THIS OPTIONAL SECTION IF THE AGREEMENT GRANTS RESTRICTED STOCK~~RENUMBER
THE REMAINING SECTIONS ACCORDINGLY AND IN LIGHT OF WHETHER THE AGREEMENT ALSO
GRANTS STOCK OPTIONS}


 


(a)           NUMBER
OF SHARES.  Pursuant to Section 6 of
the Plan the Company grants to the Director            
{INSERT NUMBER OF SHARES OF RESTRICTED STOCK}
Shares of Restricted Stock.


 


(b)           RESTRICTIONS.   As described in the “Termination of Award”
and the “Non-Transferability” sections below, each Share of Restricted Stock
issued under this Section is subject to significant forfeiture and transfer
limitations.  Each Share of Restricted
Stock is not subject any restrictions or limitations except as set forth in
those sections. Accordingly, there are no restrictions with respect to
dividends or voting rights for any outstanding Shares of Restricted Stock. {NOTE:  IF
THE COMPANY WANTS TO, IT CAN ADD OTHER RESTRICTIONS (e.g., VOTING RESTRICTIONS,
DIVIDEND LIMITATIONS, ETC.)—UNLESS THE COMPANY ADDS SUCH RESTRICTIONS IN THIS
SECTION, THE DIRECTOR WILL HAVE THE RIGHT TO VOTE THE RESTRICTED STOCK
AND TO RECEIVE DIVIDENDS}.


 


(c)           LAPSE OF
RESTRICTIONS.  Subject to the
limitations of this Section and to the termination provisions of Section {INSERT THE SECTION NUMBER FOR THE SECTION TITLED “TERMINATION
OF AWARD”}.


 


{OPTION 1—the
restrictions identified in sub-section (b) shall lapse or expire on {INSERT LAPSE DATE – MUST BE A LEAST THREE YEARS
FROM GRANT DATE}.


 


{OPTION 2—the
restrictions identified in sub-section (b) shall lapse or expire as to {INSERT NUMBER}  Restricted Stock
Shares on {INSERT FIRST LAPSE DATE – MUST


 


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BE A
LEAST THREE YEARS FROM GRANT DATE }  and the restrictions that apply to the
remaining Restricted Stock Shares shall lapse or expire on {INSERT
OPTION DATE}.


 


{OPTION 3—the
restrictions identified in sub-section (b) shall lapse or expire as Restricted
Stock Shares according to the following vesting schedule {INSERT
VESTING SCHEDULE WITH VESTING PERCENTAGES AND VESTING DATE OR SERVICE
REQUIREMENTS – FIRST VESTING MUST BE A LEAST THREE YEARS FROM GRANT DATE}.


 


{OPTION 4—COPY THE INTRODUCTORY
LANGUAGE FROM OPTION 1 OR OPTION 2 upon the
satisfaction of the following Performance Goals: {INSERT
PERFORMANCE GOALS—SEE SECTION 12(r) OF THE PLAN}.


 


While a Share remains subject to any restrictions
pursuant to this Section, the Company may, at the Committee’s discretion, issue
one or more certificates representing such Share of Restricted Stock, with an
appropriate restrictive legend, and/or maintain possession of the certificate
representing the Share of Restricted Stock (with or without a legend) and/or
take any other action that the Committee deems necessary or advisable to enforce
the limitations under this Agreement. 
After (i) the restrictions under this Section have lapsed with respect
to a Share of Restricted Stock, (ii) the receipt by the Company from the
Director of the certificate with legend representing such Share (if such a
certificate had been issued to the Director), and (iii) the receipt by the
Company of the payment of the amount (if any) required to be paid under the
terms of the restrictions set forth in this Section, the Company will deliver
to the Director a certificate representing such Share, free of any legend
pertaining to any restrictions under this Agreement, and such Share shall
thereupon be free of all restrictions other than those imposed by law.  Notwithstanding the foregoing, the Company
shall not be required to deliver any fractional share of Stock but may pay, in
lieu thereof, the Fair Market Value (determined as of the date that the
restrictions lapse) of such fractional Share, to the Director or the Director’s
estate, as the case may be.


 


#              RESTRICTED
STOCK UNITS.  {ONLY USE
THIS OPTIONAL SECTION IF THE AGREEMENT ALSO GRANTS RESTRICTED STOCK
UNITS~~RENUMBER THE REMAINING SECTIONS ACCORDINGLY AND IN LIGHT OF WHETHER THE
AGREEMENT ALSO GRANTS STOCK OPTIONS AND/OR RESTRICTED STOCK}


 


(a)           NUMBER OF
UNITS.  Pursuant to Section 6 of the
Plan the Company grants to the Director                  
{INSERT NUMBER OF RESTRICTED STOCK UNITS}
Restricted Stock Units.


 


(b)           MATURATION
OF UNITS.  Subject to the limitations
of this Section and to the forfeiture and transferability provisions described
in the “Termination of Award” and the “Non-Transferability” sections below,


 


{OPTION 1} the
Restricted Stock Units identified in sub-section (a) shall mature on {INSERT LAPSE DATE – MUST BE A LEAST THREE YEARS
FROM GRANT DATE}.


 


{OPTION 2—{INSERT NUMBER}
of the Restricted Stock Units identified in sub-section (a) shall mature on
{INSERT FIRST LAPSE DATE – MUST BE A LEAST


 


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THREE
YEARS FROM GRANT DATE} and the remaining Restricted Stock
Units identified in sub-section (a) shall mature on {INSERT
OPTION DATE}.


 


{OPTION 3—the
Restricted Stock Units identified in sub-section (a) shall mature according to
the following vesting schedule {INSERT VESTING SCHEDULE
WITH VESTING PERCENTAGES AND VESTING DATE OR SERVICE REQUIREMENTS – FIRST
VESTING MUST BE A LEAST THREE YEARS FROM GRANT DATE}.


 


{OPTION 4—COPY THE INTRODUCTORY
LANGUAGE FROM OPTION 1 OR OPTION 2 upon the
satisfaction of the following Performance Goals: {INSERT
PERFORMANCE GOALS—SEE SECTION 12(r) OF THE PLAN}.


 


(c)           ISSUANCE
OF SHARES.


 


{OPTION 1} When
any Restricted Stock Unit matures under sub-section (b), the Company shall
issue a Share of Common Stock to the Director.


 


{OPTION 2} When
any Restricted Stock Unit matures under this sub-section, the Company shall
issue a Share of Restricted Stock to the Director, subject to such limitations
as established by the Committee at that time {OR “SUBJECT
TO THE FOLLOWING RESTRICTIONS: . . .”}.


 


Until a Restricted Stock Unit matures, the Company may
issue a certificate or document evidencing such Restricted Stock Unit in such
form and with such legend as the Committee determines or keep an internal
record of such Restricted Stock Unit or take any other action that the
Committee deems necessary or advisable to maintain a record or such Restricted
Stock Unit and to enforce the limitations under this Agreement.


 


(d)           RESTRICTIONS.  The Director shall have no right to vote or
earn dividends on any un-matured Restricted Stock Units {MODIFY
THIS SECTION IF THE COMMITTEE GRANTS SUCH RIGHTS TO THE DIRECTOR}.


 


#              TERMINATION
OF AWARD.


 


(a)           Resignation/Removal
From Board.  If a Director ceases to
be a member of the Board for any reason other than the Director’s death or
disability (as determined by the Committee), all nonvested Options, all
Restricted Stock as to which all restrictions have not lapsed, and all
Restricted Stock Units which have not yet matured shall be immediately
forfeited except as the Committee, in its sole discretion, shall otherwise
determine.  {NOTE—THE
COMMITTEE CAN MODIFY THIS FORFEITURE PROVISION AT THE TIME THAT THE DIRECTOR
LEAVES TO BOARD OR AS PART OF THIS AWARD AGREEMENT}.  All vested Options (and any non-vested Option
or other Award that is not immediately forfeited under this Section) must be
exercised, cease to be subject to restrictions or mature on or before the
earliest of:  (1) the             
anniversary {NOTE—CANNOT EXCEED ONE YEAR} of
the date that the Director ceases to be a member of the Board; or (2) that date
that the Award (or limitation) was otherwise set to expire, lapse or
mature.  For purposes of this sub-section
(a), any termination or forfeiture shall be deemed to occur at 11:59 P.M.
(Central Time) on the applicable date described herein.


 


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(b)           Fraud/Misconduct.  Notwithstanding any other provision in the
Plan or in this Agreement, if the Director ceases to be a member of the Board
due to any of the following act(s), then all Awards previously granted
to the Director under this or any other Award Agreement shall immediately be
forfeited as of the date of the first such act: 
(1) fraud or intentional misrepresentation; (2) embezzlement,
misappropriation or conversion of assets or opportunities of the Company or any
Affiliate of the Company; or (3) any other gross or willful misconduct as
determined by the Committee, in its sole and conclusive discretion.


 


#              NON-TRANSFERABILITY.  Except as provided in this Section, Awards granted under this Agreement are not transferable
and they may not be assigned, pledged or mortgaged, including any attempted
transfer by will or by the laws of descent and distribution.  {NOTE—THE COMMITTEE CAN
MODIFY THE PRECEDING LIMITATIONS, BUT ANY SUCH CHANGE MUST BE REFLECTED IN THIS
AGREEMENT}.  During the
lifetime of the Director, such Awards may be exercised only by the Director or
the Director’s legal representative or by the permitted transferee of the
Director as hereinafter provided (or by the legal representative of such
permitted transferee).  The Director may
transfer Awards only to (i) the Director’s spouse, children or grandchildren (“Immediate
Family Members”); (ii) a trust or trusts for the exclusive benefit of such
Immediate Family Members; or (iii) a partnership in which such Immediate Family
Members are the only partners.  The
transfer will be effective only if the Director receives no consideration for
such transfer.  Subsequent transfers of
transferred Awards are prohibited except transfers to those persons or entities
to which the Director could have transferred such Awards, or transfers
otherwise in accordance with this Section. 
Any attempted transfer not permitted under this Section shall be null
and void and have no legal effect.  The
transfer restrictions set forth in this Section shall not, however, apply to
any Shares that the Director obtains {NOTE—INCLUDE ANY OR ALL
OF THE FOLLOWING, AS APPROPRIATE}:  (a) after exercising an Option;
(b) after all restrictions lapse on Restricted Stock; or (c) upon
maturation of a Restricted Stock Unit.


 


#              REGISTRATION.  If the Company is advised by its counsel
that Shares deliverable under this Agreement are required to be registered
under the Securities Act of 1933 (“Act”) or any applicable state or foreign
securities laws, or that delivery of the Shares must be accompanied or preceded
by a prospectus meeting the requirements of that Act or such state or foreign
securities laws, then the Company will use its best efforts to effect the
registration or provide the prospectus within a reasonable time, but delivery
of Shares by the Company may be deferred until the registration is effected or
the prospectus is available.  The
Director shall have no interest in Shares covered by this Agreement until
certificates for the Shares are issued.


 


#              ADJUSTMENTS
AND CHANGE OF CONTROL.  The number
and type of Shares subject to this Agreement and any Option exercise price may
be adjusted, or this Award may be completely or partially assumed, cancelled or
otherwise changed, in the event of certain transactions, as provided in the
Plan, including, without limitation, Sections 2(b) and 10 of the Plan.  Upon a Change of Control, the rules set forth
in Section 10 of the Plan shall govern this Agreement.  The grant of any Award under this Agreement
shall not affect in any way the right or power of the Company or any of its
subsidiaries to make or authorize any or all adjustments, recapitalizations,
reorganizations, or other changes in the Company’s or any subsidiary’s capital
structure or its business, or any merger, consolidation or business combination
of the Company or any subsidiary, or any issuance or modification of any term,
condition, or covenant of any bond, debenture, debt, preferred stock or other
instrument ahead of or affecting the Common Stock or the rights of the holders
of Common Stock, or the dissolution or liquidation of the


 


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Company or any
subsidiary, or any sale or transfer of all or any part of its assets or
business or any other Company or subsidiary act or proceeding, whether of a
similar character or otherwise.


 


#              AMENDMENT
OR MODIFICATION.  Except as expressly
provided in the Plan, no term or provision of this Agreement may be amended,
modified or supplemented orally, but only by an instrument in writing signed by
the party against which or whom the enforcement of the amendment, modification
or supplement is sought.


 


#              LIMITED
INTEREST.  The Director shall have no
rights as a stockholder as a result of the grant of any Award under this
Agreement until the Director receives unrestricted Shares issued (via
certificate, electronically or by any other permissible means) {NOTE—INCLUDE ANY OR ALL OF THE FOLLOWING, AS
APPROPRIATE}: 
(a) after exercising an Option; (b) after all restrictions lapse
on Restricted Stock; or (c) upon maturation of a Restricted Stock
Unit.  The grant of any Award and the
execution of this Agreement shall not confer on the Director any right to
continue as a member of the Board, nor interfere in any way with the right of
the Company to remove the Director from the Board at any time.


 


#              GOVERNING
LAW.  The granting of Awards under
this Agreement and the issuance of Shares in connection with any such Award are
subject to all applicable laws, rules and regulations and to such approvals by
any governmental agencies or national securities exchanges as may be
required.  Notwithstanding any other
provision of this Agreement or Plan, the Company has no liability to deliver
any Shares under the Plan or make any payment unless such delivery or payment
would comply with all applicable laws and the applicable requirements of any
securities exchange or similar entity. 
This Agreement and the Plan will be construed in accordance with and
governed by the laws of the State of Wisconsin, without reference to any
conflict of law principles.  Any legal
action or proceeding with respect to this Agreement, to the Plan, to any Award
or for recognition and enforcement of any judgment in respect to this Agreement,
to the Plan or any Award may be brought and determined only in a court sitting
in the County of Manitowoc, or the Federal District Court for the Eastern
District of Wisconsin sitting in the County of Milwaukee, in the State of
Wisconsin.


 


#              SEVERABILITY.  If any provision of this Agreement, of
the Plan or any Award (a) is or becomes or is deemed to be invalid,
illegal or unenforceable in any jurisdiction, or as to any person or Award, or
(b) would disqualify this Agreement, the Plan or any Award under any law
the Committee deems applicable, then such provision should be construed or
deemed amended to conform to applicable laws, or if it cannot be so construed
or deemed amended without, in the determination of the Committee, materially
altering the intent of this Agreement, the Plan or Award, then such provision
should be stricken as to such jurisdiction, person or Award, and the remainder
of this Agreement, the Plan and such Award will remain in full force and
effect.


 


#              COUNTERPARTS.  This Agreement may be executed in
one or more counterparts, each of which will be deemed to be an original but
all of which together will constitute one and the same instrument.


 


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IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer and the Director has executed this Agreement all as of
the day and date first above written.


 


	
   

  	
   

  	
  THE
  MANITOWOC COMPANY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  {DIRECTOR’S
  NAME}

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Social Security Number

  
							



 


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