Exhibit
10.7(c)


THE MANITOWOC COMPANY, INC.

2003 INCENTIVE STOCK AND AWARDS PLAN


Amended
Effective February 27, 2007


1.             Purpose
and Construction.


(a)           Purpose.  The Manitowoc Company, Inc. 2003 Incentive
Stock and Awards Plan has two complementary purposes: (i) to attract and
retain outstanding people as officers, employees, consultants and advisors and
(ii) to increase shareholder value. 
The Plan will provide participants incentives to increase shareholder value
by offering the opportunity to acquire shares of the Company’s common stock,
receive monetary payments based on the value of such common stock, or receive
other incentive compensation, on the potentially favorable terms that this Plan
provides. 


(b)           Definitions.  All capitalized terms used in this Plan have
the meanings given in Section 13. 


2.             Administration.


(a)           Committee Administration.  The Committee has full authority to
administer this Plan, including the authority to (i) interpret the
provisions of this Plan, (ii) prescribe, amend and rescind rules and
regulations relating to this Plan, (iii) correct any defect, supply any
omission, or reconcile any inconsistency in any Award or agreement covering an
Award in the manner and to the extent it deems desirable to carry this Plan
into effect, and (iv) make all other determinations necessary or advisable
for the administration of this Plan.  A
majority of the members of the Committee will constitute a quorum, and a
majority of the Committee’s members present at a meeting at which a quorum is
present must make all determinations of the Committee.  The Committee may make any determination
under this Plan without notice or meeting of the Committee by a writing that a
majority of the Committee members have signed. 
All Committee determinations are final and binding.


(b)           Delegation to Other Committees or
Officers.  To the extent applicable
law permits, the Board may delegate to another committee of the Board or to one
or more officers of the Company any or all of the authority and responsibility
of the Committee.  However, no such
delegation is permitted with respect to individuals who are Section 16
Participants at the time any such delegated authority or responsibility is
exercised.  The Board also may delegate
to another committee of the Board consisting entirely of Non-Employee Directors
any or all of the authority and responsibility of the Committee with respect to
individuals who are Section 16 Participants.  If the Board has made such a delegation, then
all references to the Committee in this Plan include such other committee or
one or more officers to the extent of such delegation. 


(c)           No Liability. 
No member of the Committee, and no officer to whom a delegation under
subsection (b) has been made, will be liable for any act done, or
determination made, by the individual in good faith with respect to the Plan or
any Award.  The Company will indemnify
and hold harmless such individual to the maximum extent that the law and the
Company’s bylaws permit. 













3.             Eligibility.  The Committee may designate from time to time
the Participants to receive Awards under this Plan.  The Committee’s designation of a Participant
in any year will not require the Committee to designate such person to receive
an Award in any other year.  The
Committee may consider such factors as it deems pertinent in selecting a
Participant and in determining the types and amounts of Awards.  In making such selection and determination,
factors the Committee may consider include: (a) the Company’s financial
condition; (b) anticipated profits for the current or future years;
(c) the Participant’s contributions to the profitability and development
of the Company; and (d) other compensation provided to the Participant.


4.             Discretionary
Grants of Awards.  


(a)           Terms and Conditions of Awards.  Subject to the terms of this Plan, the
Committee has full power and authority to determine: (i) the type or types
of Awards to be granted to each Participant; (ii) the number of Shares
with respect to which an Award is granted to a Participant, if applicable; and
(iii) any other terms and conditions of any Award granted to a
Participant.  If the employment of a
Participant shall terminate by reason of death or Disability, as to Awards held
by the Participant as of the effective date of such termination of employment,
all Options and SARs which are not yet vested shall be fully and immediately
vested and exercisable, all restrictions on Restricted Stock shall be
accelerated and deemed to have lapsed, and all 
Performance Goals applicable to Performance Shares or Performance Units
shall be deemed to have been achieved. 
If the employment of a Participant shall terminate for any reason other
than death or Disability, as to Awards held by the Participant of the effective
date of such termination of employment, unless the Committee, in its sole
discretion, shall otherwise determine, all nonvested Options and SARs,
Restricted Stock as to which all restrictions have not lapsed, and all
Performance Shares and Performance Units for which the Performance Goals have
not been fully satisfied shall be immediately forfeited.  If the Committee determines not to require
such immediate forfeiture, then the maximum exercise period which may be
permitted for Options and SARs following such employment termination shall be
the shorter of one year or the scheduled expiration date of the Award. 


(b)           Single or Tandem Awards.  Awards under this Plan may be granted either
alone or in addition to, in tandem with, or in substitution for any other Award
(or any other award granted under another plan of the Company or any
Affiliate).  Tandem Awards may be granted
either at the same time as, or at different times from, the grant of the other
Awards (or awards) to which they relate. 


5.             Shares
Reserved under this Plan.


(a)           Plan Reserve.  An aggregate of 3,000,000 Shares are reserved
for issuance under this Plan.  As to
Awards that are (i) Restricted Stock, (ii) Performance Shares, or (iii)
Performance Units that are paid in Shares or the value of which is based on the
Fair Market Value of Shares, the Company may not issue, or make payments as to,
more than 1,000,000 Shares in the aggregate. 
The limitations of this subsection are subject to adjustments as
provided in Section 11.  



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(b)           Replenishment of
Shares Under this Plan.  The number
of Shares reserved for issuance under this Plan shall be reduced only by the
number of Shares delivered in payment or settlement of Awards.  If an Award lapses, expires, terminates or is
cancelled without the issuance of Shares under the Award, then the Shares
subject to, reserved for or delivered in payment in respect of such Award may
again be used for new Awards under this Plan as determined under subsection
(a), including issuance as Restricted Stock or pursuant to incentive stock
options.  If Shares are issued under any
Award and the Company subsequently reacquires them pursuant to rights reserved
upon the issuance of the Shares, if Shares are used in connection with the
satisfaction of tax obligations relating to an Award, or if previously owned
Shares are delivered to the Company in payment of the exercise price of an
Award, then the Shares subject to, reserved for or delivered in payment in
respect of such Award may again be used for new Awards under this Plan as
determined under subsection (a), including issuance as Restricted Stock, but
such shares may not be issued pursuant to incentive stock options. 


(c)           Addition of
Shares from Predecessor Plan.  After
the Effective Date of this Plan, if any Shares subject to awards granted under
The Manitowoc Company, Inc. 1995 Stock Plan would again become available for
new grants under the terms of such prior plan if the prior plan were still in
effect, then those Shares will be available for the purpose of granting Awards
under this Plan, thereby increasing the Shares available under this Plan as
determined under the first sentence of subsection (a).  Any such Shares will not be available for
future awards under the terms of such prior plan.


(d)           Participant
Limitations.  Subject to adjustment
as provided in Section 11, no Participant may be granted Awards under this
Plan that could result in such Participant: (i) receiving in any single
fiscal year of the Company Options, with or without any related Stock
Appreciation Rights, or Stock Appreciation Rights not related to Options, for
more than 300,000 Shares, (ii) receiving Awards of Restricted Stock in any
single fiscal year of the Company relating to more than 200,000 Shares,
(iii) receiving Performance Shares in any single fiscal year of the
Company relating to more than 200,000 Shares; (iv) receiving Awards of
Performance Units in any single fiscal year of the Company with a designated
dollar value that exceeds $3,000,000 and/or receiving Awards of Performance
Units in any single fiscal year of the Company, the value of which is based on
the Fair Market Value of Shares, relating to more than 200,000 Shares.  In all cases, determinations under this
Section 5 shall be made in a manner that is consistent with the exemption
for performance-based compensation that Code Section 162(m)
provides. 


6.             Options
and Stock Appreciation Rights.


(a)           Eligibility for
Options.  The Committee may grant
Options to any Participant it selects. 
The Committee must specify whether the Option is an incentive stock
option or a nonqualified stock option, but only employees of the Company or a
Subsidiary may receive grants of incentive stock options.


(b)           Exercise Price of Options.  For each Option, the Committee will establish
the exercise price, which may not be less than the Fair Market Value of the
Shares subject to the Option as determined on the date of grant.  The Committee shall also determine the method
or methods by which, and the forms or forms, including, without limitation,
cash, Shares, other



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securities,
other Awards, or other property, or any combination thereof, having a Fair
Market Value on the exercise date equal to the relevant exercise price, in
which payment of the exercise price with respect to any Option may be made or
deemed to have been made.


(c)           Terms and
Conditions of Options.  Subject to
the terms of the Plan, an Option will be exercisable at such times and subject
to such conditions as the Committee specifies, except that the Option must
terminate no later than ten (10) years after the date of grant.  In all other respects, the terms of any
incentive stock option should comply with the provisions of Code
Section 422 except to the extent the Committee determines otherwise.  


(d)           Eligibility
and Exercise Price for Stock Appreciation Rights.  The Committee may grant Stock Appreciation Rights
to any Participant it selects.  Each
Stock Appreciation Right may relate to all or a portion of a specific Option
granted under the Plan and may be granted concurrently with the Option to which
it relates or at any time prior to the exercise, termination or expiration of
such Option (a “Tandem SAR”), or may be granted independently of any Option, as
determined by the Committee.  If the
Stock Appreciation Right is granted independently of an Option, the exercise
price of such Stock Appreciation Right shall be the Fair Market Value of a
Share on the date of grant; provided, however, that the Committee may, in its
discretion, fix an exercise price in excess of the Fair Market Value of a Share
on such grant date.


(e)           Upon
Exercise of a Stock Appreciation Right. 
Upon exercise of a Stock Appreciation Right, the Participant shall be
entitled to receive, without payment to the Company, either (A) that number of
Shares determined by dividing (i) the total number of Shares subject to the
Stock Appreciation Right being exercised by the Participant, multiplied by the
amount by which the Fair Market Value of a Share on the day the right is
exercised exceeds the exercise price (such amount being hereinafter referred to
as the “Spread”), by (ii) the Fair Market Value of a Share on the exercise
date; or (B) cash in an amount determined by multiplying (i) the total number
of Shares subject to the Stock Appreciation Right being exercised by the
Participant, by (ii) the amount of the Spread; or (C) a combination of Shares
and cash, in amounts determined as set forth in clauses (A) and (B) above, as
determined by the Committee in its sole discretion; provided, however, that, in
the case of a Tandem SAR, the total number of Shares which may be received upon
exercise of a Stock Appreciation Right for Common Stock shall not exceed the
total number of Shares subject to the related Option or portion thereof, and
the total amount of cash which may be received upon exercise of a Stock
Appreciation Right for cash shall not exceed the Fair Market Value on the date
of exercise of the total number of Shares subject to the related Option or
portion thereof.


(f)            Terms and Conditions of Stock
Appreciation Rights.  Subject to the
terms of the Plan, a Stock Appreciation
Right will be exercisable at such times and subject to such conditions as the
Committee specifies; provided, however, that a Tandem SAR shall not be
exercisable prior to or later than the time the related Option could be
exercised; and provided, further, that in any event a Stock Appreciation Right
shall terminate no later than ten (10) years after the date of grant.  


(g)           Tandem
SARs and Options.  With respect to
Options issued with Tandem SARs, the right of a Participant to exercise the
Tandem SAR shall be cancelled if and to the



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extent the related Option is
exercised, and the right of a Participant to exercise an Option shall be
cancelled if and to the extent that Shares covered by such Option are used to
calculate shares or cash received upon exercise of the Tandem SAR.


7.             Restricted
Stock, Performance Shares and Performance Units.  


(a)           Eligibility for Restricted Stock,
Performance Shares and Performance Units. 
The Committee may grant awards of Restricted Stock, Performance Shares
or Performance Units to Participants the Committee selects.


(b)           Terms and Conditions.  Subject to the terms of the Plan, each award
of Restricted Stock, Performance Shares or Performance Units may be subject to
such terms and conditions as the Committee determines appropriate, including,
without limitation, a condition that one or more Performance Goals be achieved
for the Participant to realize all or a portion of the benefit provided under
the Award.  However, an award of
Restricted Stock that requires the achievement of Performance Goals must have a
restriction period of at least one year, and an award of Restricted Stock that
is not subject to Performance Goals must have a restriction period of at least
three years.  The Committee may determine
to pay Performance Units in cash, in Shares, or in a combination of cash and
Shares. 


8.             Transferability.  Except as otherwise provided in this Section,
or as the Committee otherwise provides, each Award granted under this Plan is
not transferable by a Participant other than by will or the laws of descent and
distribution, and during the lifetime of the Participant such Awards may be
exercised only by the Participant or the Participant’s legal representative or
by the permitted transferee of such Participant as hereinafter provided (or by
the legal representative of such permitted transferee).  A Participant may transfer Awards to (i) his
or her 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 Participant receives no consideration for such transfer.  Subsequent transfers of transferred Awards
are prohibited except transfers to those persons or entities to which the
Participant could have transferred such Awards, or transfers otherwise in
accordance with this Section. 


9.             Termination
and Amendment of Plan; Amendment, Modification or Cancellation of Awards.


(a)           Term of Plan.  This Plan will terminate on, and no Award may
be granted after, the ten (10) year anniversary of the Effective Date,
unless the Board earlier terminates this Plan pursuant to subsection (b). 


(b)           Termination and Amendment.  The Board may amend, alter, suspend, discontinue
or terminate this Plan at any time, subject to the following limitations: 


(i)            shareholders must approve any amendment of this Plan if
required by: (A) the rules and/or regulations promulgated under
Section 16 of the Exchange Act (for this Plan to remain qualified under
Rule 16b-3), (B) the Code or any rules promulgated thereunder (to
allow for incentive stock options to be granted under this Plan or to enable
the Company to comply with the provisions



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of Code Section 162(m) so that the
Company can deduct compensation in excess of the limitation set forth in that
section), or (C) the listing requirements of the New York Stock Exchange
or any principal securities exchange or market on which the Shares are then
traded (to maintain the listing or quotation of the Shares on that exchange);
and 


(ii)           shareholders must approve any of the
following Plan amendments: (A) an amendment to materially increase any
number of Shares specified in Section 5(a) or 5(d) (except as permitted by
Section 11); (B) an amendment to shorten the restriction periods
specified in Section 7(b); or (C) an amendment to the provisions of
Section 9(e). 


(c)           Amendment,
Modification or Cancellation of Awards. 
Except as provided in subsection (e) and subject to the
requirements of this Plan, the Committee may waive any restrictions or
conditions applicable to any Award or the exercise of the Award, and the
Committee may modify, amend, or cancel any of the other terms and conditions
applicable to any Awards by mutual agreement between the Committee and the
Participant or any other persons as may then have an interest in the Award, so
long as any amendment or modification does not increase the number of Shares
issuable under this Plan (except as permitted by Section 11), but the
Committee need not obtain Participant (or other interested party) consent for
the cancellation of an Award pursuant to the provisions of
Section 11(a).  Notwithstanding
anything to the contrary in this Plan, the Committee shall have sole discretion
to alter the selected Performance Goals subject to shareholder approval, to the
extent required to qualify an Award for the performance-based exemption
provided by Code Section 162(m) (or any successor provision thereto).  Notwithstanding the foregoing, in the event
the Committee determines it is advisable to grant an Award which does not
qualify for the performance-based exemption under Code Section 162(m) (or any
successor thereto), the Committee may make such grants without satisfying the
requirements therefor.


(d)           Survival of
Committee Authority and Awards. 
Notwithstanding the foregoing, the authority of the Committee to
administer this Plan and modify or amend an Award may extend beyond the date of
this Plan’s termination.  In addition,
termination of this Plan will not affect the rights of Participants with
respect to Awards previously granted to them, and all unexpired Awards will
continue in force and effect after termination of this Plan except as they may
lapse or be terminated by their own terms and conditions. 


(e)           Repricing
Prohibited.  Notwithstanding anything
in this Plan to the contrary, and except for the adjustments provided in
Section 11, neither the Committee nor any other person may decrease the
exercise price for any outstanding Option or Stock Appreciation Right granted
under this Plan after the date of grant nor allow a Participant to surrender an
outstanding Option or Stock Appreciation Right granted under this Plan to the
Company as consideration for the grant of a new Option or Stock Appreciation
Right with a lower exercise price. 


(f)            Foreign Participation.  To assure the viability of Awards granted to
Participants employed in foreign countries, the Committee may provide for such
special terms as it may consider necessary or appropriate to accommodate differences
in local law, tax policy or



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custom.  Moreover, the Committee may approve such
supplements to, or amendments, restatements or alternative versions of this
Plan as it determines is necessary or appropriate for such purposes.  Any such amendment, restatement or
alternative versions that the Committee approves for purposes of using this
Plan in a foreign country will not affect the terms of this Plan for any other
country.  In addition, all such
supplements, amendments, restatements or alternative versions must comply with
the provisions of Section 9(b)(ii). 


10.           Taxes.  The Company is entitled to withhold the
amount of any tax attributable to any amount payable or Shares deliverable
under this Plan after giving the person entitled to receive such amount or
Shares notice as far in advance as practicable, and the Company may defer
making payment or delivery if any such tax may be pending unless and until
indemnified to its satisfaction.  The
Committee may permit a Participant to pay all or a portion of the federal,
state and local withholding taxes arising in connection with (a) the
exercise of a nonqualified stock option, (b) a disqualifying disposition
of Shares received upon the exercise of an incentive stock option, or
(c) the lapse of restrictions on Restricted Stock, by electing to
(i) have the Company withhold Shares otherwise issuable under the Award,
(ii) tender back Shares received in connection with such Award or
(iii) deliver other previously owned Shares which have been beneficially
owned by the Participant for at least six (6) months, in each case having a
Fair Market Value equal to the amount to be withheld.  However, the amount to be withheld may not
exceed the total minimum federal, state and local tax withholding obligations
associated with the transaction.  The
election must be made on or before the date as of which the amount of tax to be
withheld is determined and otherwise as the Committee requires.  The Fair Market Value of fractional Shares
remaining after payment of the withholding taxes may be paid to the Participant
in cash. 



 7
 









11.           Adjustment Provisions; Change of
Control.  


(a)           Stock Split,
Stock Dividend or Reverse Stock Split. 
In the event of a stock split, stock dividend or reverse stock split, of
Shares, the number of Shares subject to this Plan (including the number and
type of Shares that may be granted as Restricted Stock or issued pursuant to
incentive stock options, to a Participant in any fiscal year, and that may
after the event be made the subject of Awards under this Plan) and the number
Shares subject to outstanding Awards, and the grant, purchase and exercise
price with respect to any outstanding Awards, shall thereupon automatically be
adjusted proportionately in a manner consistent with such stock split, stock
dividend or reverse stock split to prevent dilution or enlargement of the
benefits or potential benefits intended to be made under this Plan; provided,
however, that the number of Shares subject to any Award payable or denominated
in Shares must always be a whole number. 
In the event that any such stock split, stock dividend or reverse stock
split would result in an outstanding Award consisting of any fractional
Share(s), the Committee may cancel such fractional amount or grant an Award of
an additional fractional amount so that there is no fraction amount or may make
provision for a cash payment, in an amount determined by the Committee to the
holder of the Award that would include a fractional Share, in exchange for the
cancellation of such factional Share(s) (without any consent of the holder of
any such fractional Share), effective as of the time the Committee specifies
(which may be the time such stock split, stock dividend or reverse stock split,
is effective).


(b)            Other Adjustment of Shares.  In addition to the non-discretionary
adjustment provisions of Section 11(a), if the Committee determines that any
dividend or other distribution (whether in the form of cash, other securities,
or other property, but not including a dividend of Shares which is governed by
Section 11(a)), recapitalization, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase, or exchange of Shares or other
securities of the Company, issuance of warrants or other rights to purchase
Shares or other securities of the Company, or other similar corporate
transaction or event affects the Shares such that the Committee determines an
adjustment to be appropriate to prevent dilution or enlargement of the benefits
or potential benefits intended to be made available under this Plan, then,
subject to Participants’ rights under subsection (c), the Committee may, in
such manner as it may deem equitable, adjust any or all of (i) the number
and type of Shares subject to this Plan (including the number and type of
Shares that may be granted as Restricted Stock or issued pursuant to incentive
stock options, that may be granted to a Participant in any fiscal year, and
that may after the event be made the subject of Awards under this Plan),
(ii) the number and type of Shares subject to outstanding Awards, and
(iii) the grant, purchase, or exercise price with respect to any
Award.  In any such case, the Committee
may also make provision for a cash payment in an amount determined by the Committee
to the holder of an outstanding Award in exchange for the cancellation of all
or a portion of the Award (without the consent of the holder of an Award)
effective at such time as the Committee specifies (which may be the time such
transaction or event is effective), but if such transaction or event
constitutes a Change of Control, then (A) such payment shall be at least
as favorable to the holder as the greatest amount the holder could have
received in respect of such Award under subsection (c) and (B) from
and after the Change of Control, the Committee may make such a provision only
if the Committee determines that doing so is necessary to substitute, for each
Share then subject to an Award, the number and kind of shares of stock, other
securities, cash or other property to which holders of Common Stock are or will
be entitled in respect of each Share pursuant to the transaction or



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event in
accordance with the last sentence of this subsection (a).  However, in each case, with respect to Awards
of incentive stock options, no such adjustment may be authorized to the extent
that such authority would cause this Plan to violate Code
Section 422(b).  Further, the number
of Shares subject to any Award payable or denominated in Shares must always be
a whole number.  Without limitation,
subject to Participants’ rights under subsection (c), in the event of any
reorganization, merger, consolidation, combination or other similar corporate
transaction or event, whether or not constituting a Change of Control, other
than any such transaction in which the Company is the continuing corporation
and in which the outstanding Common Stock is not being converted into or
exchanged for different securities, cash or other property, or any combination
thereof, the Committee may substitute, on an equitable basis as the Committee
determines, for each Share then subject to an Award, the number and kind of
shares of stock, other securities, cash or other property to which holders of
Common Stock are or will be entitled in respect of each Share pursuant to the
transaction. 


(c)           Issuance or
Assumption.  Notwithstanding any
other provision of this Plan, and without affecting the number of Shares
otherwise reserved or available under this Plan, in connection with any merger,
consolidation, acquisition of property or stock, or reorganization, the
Committee may authorize the issuance or assumption of awards upon such terms
and conditions as it may deem appropriate. 


(d)           Change of Control.  Except to the extent the Committee provides a
result more favorable to holders of Awards or as otherwise set forth in an
Agreement covering an Award, in the event of a Change of Control: 


(i)            each holder of an Option
(A) shall have the right at any time thereafter to exercise the Option in
full whether or not the Option was theretofore exercisable; and (B) shall
have the right, exercisable by written notice to the Company within sixty
(60) days after the Change of Control, to receive, in exchange for the
surrender of the Option, an amount of cash equal to the excess of the Change of
Control Price of the Shares covered by the Option that is so surrendered over
the exercise price of such Shares under the Award; 


(ii)           Restricted Stock that is not then
vested shall vest upon the date of the Change of Control and each holder of
such Restricted Stock shall have the right, exercisable by written notice to
the Company within sixty (60) days after the Change of Control, to
receive, in exchange for the surrender of such Restricted Stock, an amount of
cash equal to the Change of Control Price of such Restricted Stock; 


(iii)          each holder of a
Performance Share and/or Performance Unit for which the performance period has
not expired shall have the right, exercisable by written notice to the Company
within sixty (60) days after the Change of Control, to receive, in exchange
for the surrender of the Performance Share and/or Performance Unit, an amount
of cash equal to the product of the value of the Performance Share and/or
Performance Unit and a fraction the numerator of which is the number of whole
months which have elapsed from the beginning of



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the performance period to the date of the
Change of Control and the denominator of which is the number of whole months in
the performance period; 


(iv)          each holder of a Performance Share
and/or Performance Unit that has been earned but not yet paid shall receive an
amount of cash equal to the value of the Performance Share and/or Performance
Unit; and 


(v)           all annual incentive awards that are
earned but not yet paid shall be paid, and all annual incentive awards that are
not yet earned shall be deemed to have been earned pro rata, as if the
Performance Goals are attained as of the effective date of the Change of
Control, by taking the product of (A) the Participant’s maximum award
opportunity for the fiscal year, and (B) a fraction, the numerator of
which is the number of full or partial months that have elapsed from the
beginning of the fiscal year to the date of the Change of Control and the
denominator of which is twelve (12). 


For purposes of this Section 11, the “value” of a
Performance Share shall be equal to, and the “value” of a Performance Unit for
which the value is equal to the Fair Market Value of Shares shall be based on,
the Change of Control Price. 


12.           Miscellaneous.


(a)           Other Terms and
Conditions.  The grant of any Award
under this Plan may also be subject to other provisions (whether or not
applicable to the Award awarded to any other Participant) as the Committee
determines appropriate, including, without limitation, provisions for: 


(i)            one or more means to enable
Participants to defer the delivery of Shares or recognition of taxable income
relating to Awards or cash payments derived from the Awards on such terms and
conditions as the Committee determines, including, by way of example, the form
and manner of the deferral election, the treatment of dividends paid on the
Shares during the deferral period or a means for providing a return to a
Participant on amounts deferred, and the permitted distribution dates or events
(provided that no such deferral means may result in an increase in the number
of Shares issuable under this Plan); 


(ii)           the purchase of Shares under Options
in installments; 


(iii)          the payment of the
purchase price of Options by delivery of cash or other Shares or other
securities of the Company (including by attestation) having a then Fair Market
Value equal to the purchase price of such Shares, or by delivery (including by
fax) to the Company or its designated agent of an executed irrevocable option
exercise form together with irrevocable instructions to a broker-dealer
to sell or margin a sufficient portion of the Shares and deliver the sale or
margin loan proceeds directly to the Company to pay for the exercise price; 



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(iv)          giving the Participant the right to
receive dividend payments or dividend equivalent payments with respect to the
Shares subject to the Award (both before and after the Shares subject to the
Award are earned, vested or acquired), which payments may be either made
currently or credited to an account for the Participant, and may be settled in
cash or Shares, as the Committee determines; 


(v)           restrictions on resale or other
disposition; and 


(vi)          compliance with federal or state
securities laws and stock exchange requirements. 


(b)           No Fractional
Shares.  No fractional Shares or
other securities may be issued or delivered pursuant to this Plan, and the
Committee may determine whether cash, other securities or other property will
be paid or transferred in lieu of any fractional Shares or other securities, or
whether such fractional Shares or other securities or any rights to fractional
Shares or other securities will be canceled, terminated or otherwise
eliminated. 


(c)           Unfunded Plan.  This Plan is unfunded and does not create,
and should not be construed to create, a trust or separate fund with respect to
this Plan’s benefits.  This Plan does not
establish any fiduciary relationship between the Company and any Participant or
other person.  To the extent any person
holds any rights by virtue of an Award granted under this Plan, such rights are
no greater than the rights of the Company’s general unsecured creditors. 


(d)           Requirements of
Law.  The granting of Awards under
this Plan and the issuance of Shares in connection with an 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
Plan or any Award Agreement, the Company has no liability to deliver any Shares
under this 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. 


(e)           Governing Law.  This Plan, and all agreements under this
Plan, should 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 Plan, any Award or any Award Agreement, or for recognition and
enforcement of any judgment in respect of this Plan, any Award or any Award
Agreement, may only be brought and determined 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. 


(f)            Severability.  If any provision of this Plan or any Award
Agreement or any Award (i) is or becomes or is deemed to be invalid,
illegal or unenforceable in any jurisdiction, or as to any person or Award, or
(ii) would disqualify this Plan, any Award Agreement 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 Plan, Award Agreement or Award, then
such provision should be stricken as to such jurisdiction,



 11
 









person or
Award, and the remainder of this Plan, such Award Agreement and such Award will
remain in full force and effect. 


13.           Definitions.  Capitalized terms used in this Plan have the
following meanings: 


(a)           “Affiliates” means
any corporation, partnership, joint venture, or other entity during any period
in which the Company owns, directly or indirectly, at least twenty percent
(20%) of the equity, voting or profits interest, and any other business venture
that the Committee designates in which the Company has a significant interest,
as the Committee determines in its discretion. 


(b)           “Award” means grants
of Options, Stock Appreciation Rights, Restricted Stock, Performance Shares, or
Performance Units under this Plan. 
“Award Agreement” means an agreement covering an Award in such form
(consistent with the terms of the Plan) as shall have been approved by the
Committee.


(c)           “Board” means the Board of Directors
of the Company. 


(d)           “Change of Control” means the first
to occur of the following with respect to the Company or any upstream holding
company:


(i)            any “Person,” as that term is
defined in Sections 13(d) and 14(d) of the Exchange Act, but excluding the
Company, any trustee or other fiduciary holding securities under an employee
benefit plan of the Company, or any corporation owned, directly or indirectly,
by the shareholders of the Company in substantially the same proportions as
their ownership of stock of the Company, is or becomes the “Beneficial Owner”
(as that term is defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing thirty percent (30%)
or more of the combined voting power of the Company’s then outstanding
securities; or 


(ii)           The Company is merged or consolidated
with any other corporation or other entity, other than:  (A) a 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 eighty
percent (80%) of the combined voting power of the voting securities of the
Company or such surviving entity outstanding immediately after such merger or
consolidation; or (B) the Company engages in a merger or consolidation effected
to implement a recapitalization of the Company (or similar transaction) in
which no “Person” (as defined above) acquires more than thirty percent (30%) of
the combined voting power of the Company’s then outstanding securities.  Notwithstanding the foregoing, a merger or
consolidation involving the Company shall not be considered a “Change of
Control” if the Company is the surviving corporation and shares of the
Company’s Common Stock are not converted into or exchanged for stock or
securities of any other corporation, cash or any other thing of value,



 12
 









unless persons who beneficially owned shares
of the Company’s Common Stock outstanding immediately prior to such transaction
own beneficially less than a majority of the outstanding voting securities of
the Company immediately following the merger or consolidation;


(iii)          The Company or any Subsidiary sells,
assigns or otherwise transfers assets in a transaction or series of related
transactions, if the aggregate market value of the assets so transferred
exceeds fifty percent (50%) of the Company’s consolidated book value, determined
by the Company in accordance with generally accepted accounting principles,
measured at the time at which such transaction occurs or the first of such
series of related transactions occurs; provided, however, that such a transfer
effected pursuant to a spin-off or split-up where shareholders of the Company
retain ownership of the transferred assets proportionate to their pro rata
ownership interest in the Company shall not be deemed a “Change of Control”;


(iv)          The Company dissolves and liquidates
substantially all of its assets;


(v)           At any time after the Effective Date
when the “Continuing Directors” cease to constitute a majority of the
Board.  For this purpose, a “Continuing
Director” shall mean:  (A) the individuals
who, at the Effective Date, constitute the Board; and (B) any new Directors
(other than Directors designated by a person who has entered into an agreement
with the Company to effect a transaction described in clause (i), (ii), or
(iii) of this definition) whose appointment to the Board or nomination for
election by Company shareholders was approved by a vote of at least two-thirds
of the then-serving Continuous Directors; or 


(vi)          A determination by the Board, in view
of then current circumstances or impending events, that a Change of Control of
the Company has occurred, which determination shall be made for the specific
purpose of triggering operative provisions of this Plan. 


(e)           “Change of Control
Price” means the highest of the following: (i) the Fair Market Value of
the Shares, as determined on the date of the Change of Control; (ii) the
highest price per Share paid in the Change of Control transaction; or
(iii) the Fair Market Value of the Shares, calculated on the date of
surrender of the relevant Award in accordance with Section 11(c), but this
clause (iii) shall not apply if in the Change of Control transaction, or
pursuant to an agreement to which the Company is a party governing the Change
of Control transaction, all of the Shares are purchased for and/or converted
into the right to receive a current payment of cash and no other securities or
other property. 


(f)            “Code” means the
Internal Revenue Code of 1986, as amended. 
Any reference to a specific provision of the Code includes any successor
provision and the regulations promulgated under such provision. 



 13
 









(g)           “Committee” means
the Compensation and Benefits Committee of the Board (or such successor
committee with the same or similar authority), which must be composed of not
less than two (2) Directors, each of whom must qualify as an “outside director”
within the meaning of Code Section 162(m) and as a “non-employee director”
within the meaning of Rule 16b-3. 


(h)           “Common Stock” means
the common stock of the Company. 


(i)            “Company” means The
Manitowoc Company, Inc., a Wisconsin corporation, or any successor to The
Manitowoc Company, Inc., a Wisconsin corporation.


(j)            “Director” means a
member of the Board.


(k)           “Disability” means
disability as defined in the Company’s long-term disability plan covering
exempt salaried employees.


(l)            “Effective Date”
means the date the Company’s shareholders approve this Plan. 


(m)          “Exchange Act” means
the Securities Exchange Act of 1934, as amended.  Any reference to a specific provision of the
Exchange Act includes any successor provision and the regulations and rules
promulgated under such provision. 


(n)           “Fair Market Value”
means, per Share on a particular date, the last sales price on such date on the
national securities exchange on which the Common Stock is then traded, as
reported in The Wall Street Journal, or if no sales of Common Stock occur on
the date in question, on the last preceding date on which there was a sale on
such exchange.  If the Shares are not
listed on a national securities exchange, but are traded in an over-the-counter
market, the last sales price (or, if there is no last sales price reported, the
average of the closing bid and asked prices) for the Shares on the particular
date, or on the last preceding date on which there was a sale of Shares on that
market, will be used.  If the Shares are
neither listed on a national securities exchange nor traded in an
over-the-counter market, the price determined by the Committee, in its
discretion, will be used. 


(o)           “Non-Employee
Director” means any Director who is not an employee of the Company or any
Affiliate.


(p)           “Option” means the
right to purchase Shares at a stated price. 
“Options” may either be “incentive stock options” which meet the
requirements of Code Section 422, or “nonqualified stock options” which do
not meet the requirements of Code Section 422. 


(q)           “Participant” means
an officer or other employee of the Company or its Affiliates, or an individual
that the Company or an Affiliate has engaged to become an officer or employee,
or a consultant or advisor who provides services to the Company or its
Affiliates, who the Committee designates to receive an Award under this
Plan.  No Non-Employee Director is
entitled to receive Awards under this Plan.



 14
 









(r)            “Performance Goals”
means any goals the Committee establishes that relate to one or more of the
following with respect to the Company or any one or more Subsidiaries or other
business units: revenue; cash flow; net cash provided by operating activities;
net cash provided by operating activities less net cash used in investing
activities; cost of goods sold; ratio of debt to debt plus equity; profit
before tax; gross profit; net profit; net sales; earnings before interest and
taxes; earnings before interest, taxes, depreciation and amortization; Fair
Market Value of Shares; basic earnings per share; diluted earnings per share;
return on shareholder equity; average accounts receivable (calculated by taking
the average of accounts receivable at the end of each month); average
inventories (calculated by taking the average of inventories at the end of each
month); return on average total capital employed; return on net assets employed
before interest and taxes; economic value added; return on year-end equity;
and/or in the case of Awards that the Committee determines will not be
considered “performance-based compensation” under Code
Section 162(m), such other goals as the Committee may establish in its
discretion. 


(s)           “Performance Shares”
means the right to receive Shares to the extent the Company or Participant
achieves certain goals that the Committee establishes over a period of time the
Committee designates consisting of one or more full fiscal years of the
Company, but not in any event more than five years. 


(t)            “Performance Units”
means the right to receive monetary units with a designated dollar value or
monetary units the value of which is equal to the Fair Market Value of one or
more Shares, to the extent the Company or Participant achieves certain goals
that the Committee establishes over a period of time the Committee designates
consisting of one or more full fiscal years of the Company, but in any event
not more than five years. 


(u)           “Plan” means The
Manitowoc Company, Inc. 2003 Incentive Stock and Awards Plan, as amended from
time to time. 


(v)           “Restricted Stock”
means Shares that are subject to a risk of forfeiture and/or restrictions on
transfer, which may lapse upon the achievement or partial achievement of
Performance Goals during the period specified by the Committee and/or upon the
completion of a period of service, as determined by the Committee. 


(w)          “Section 16 Participants” means
Participants who are subject to the provisions of Section 16 of the
Exchange Act. 


(x)            “Share” means a
share of Common Stock. 


(y)           “Stock Appreciation
Right” means the right to receive, without payment to the Company, an amount of
cash or Shares as determined in accordance with Section 6, based on the amount
by which the Fair Market Value on the relevant valuation date exceeds the
exercise price.


(z)            “Subsidiary” means
any corporation in an unbroken chain of corporations beginning with the Company
if each of the corporations (other than the last corporation in the chain) owns
stock possessing more than fifty percent (50%) of the total combined voting
power of all classes of stock in one of the other corporations in the chain. 


 



 15