Exhibit 10.11


THE MANITOWOC COMPANY, INC.


 


AWARD AGREEMENT


2004 NON-EMPLOYEE DIRECTOR STOCK
AND AWARDS PLAN


Amended Effective May 3,
2006


 


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}.  


(b)           TIME OF EXERCISE AND LIMITATIONS. 
Subject to the limitations of this Section and to termination provisions
of Section {INSERT THE SECTION



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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 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 



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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
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}.



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



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{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 retirement due to reaching the mandatory
retirement age established by the Board, or other than 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 THE BOARD OR AS PART
OF THIS AWARD AGREEMENT}. 
..  Upon the retirement (due to
reaching the mandatory retirement age established by the Board), death or
disability of the Director, all Options held by the Director shall be fully
vested, all restrictions with respect to Restricted Stock held by the Director
shall immediately lapse, and all Performance Goals with respect to Restricted
Stock Units held by the Director shall be deemed immediately satisfied. 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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