Exhibit
10.2(a)


SHORT-TERM INCENTIVE PLAN


Effective January 1, 2005


As
Revised Effective January 1, 2007


Article I



Statement of Purpose


1.1                                 The purpose of the Plan is to provide a
system of incentive compensation which will promote the maximization of shareholder
value.  In order to align eligible
salaried employees’ incentives with shareholder interests, incentive
compensation will reward the creation of value. 
The Plan will tie incentive compensation to Economic Value Added
(“EVA®”) and, thereby, reward employees for creating value.  Effective for the fiscal year commencing
January 1, 2005, this Plan replaced the Management Incentive Compensation Plan
(Economic Value Added (EVA®) Bonus Plan), created effective July 4, 1993, as
amended (the “Prior Plan”), subject to the Bonus Bank transition rules set
forth in Article IV. 


1.2                                 EVA
is the performance measure of value creation. 
EVA reflects the benefits and costs of capital employment.  Employees create value when they employ capital in an endeavor that generates a
return that exceeds the cost of the capital employed.  Employees destroy value when they employ
capital in an endeavor that generates a return that is less than the cost of
capital employed.  By imputing the cost
of capital upon the operating profits generated by a business group, EVA
measures the total value created by employees.


EVA
= (Net Operating Profit After Tax - Capital Charge)


1.3                                 Each Plan Participant is placed in a
classification.  Each classification has
a prescribed target annual incentive award (bonus) opportunity (expressed as a
percentage of base salary).  A
Participant’s target award opportunity, in any one year, is the result of
multiplying their Target Bonus Percentage times the Participant’s base
pay.  A Participant’s incentive award
earned in any one year is the result of multiplying the Actual Bonus Percentage
times the Participant’s base pay. 
Incentive awards earned can range from 20% to 250% of the target award
opportunity.  Earned awards will be fully
paid out after the end of the year, subject to the three-year transition period
for negative Bank Balances outstanding after the payment of the fiscal 2004
incentive awards under the Prior Plan (see Section 4.2).


1.4                                 With
respect to any corporate officer as of the February Committee meeting in a
given calendar year (“Covered Officer”), the Plan is intended to qualify for
the “performance-



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based compensation”
exception from the deductibility limitation under Internal Revenue Code Section
162(m) and shall be so interpreted and administered.


Article II


Definition of EVA and the Components of EVA


Unless the context provides a different meaning, the
following terms shall have the following meanings.


2.1                                 “Participating Group” means a business
division or group of business divisions which are uniquely identified for the
purpose of calculating EVA and EVA-based bonus
awards.  Some Participants’ awards may be
a mixture of more than one Participating Group.


For the purpose of this plan, the Participating Groups
are listed on Exhibit C.


2.2                                 “Capital” means the net investment
employed in the operations of each Participating Group.  The components of Capital are as follows:


 


	
  

  	
   

  	
  Gross Accounts Receivable (including trade A/R from
  another Manitowoc unit – See Notes 2 and 3)

  
	
  Plus:

  	
   

  	
  FIFO Inventory (See Note 3)

  
	
  Plus:

  	
   

  	
  Other Current Assets

  
	
  Less:

  	
   

  	
  Non-Interest Bearing Current Liabilities (NIBCL’s -
  See Note 1)

  
	
  Plus:

  	
   

  	
  Net PP&E

  
	
  Plus:

  	
   

  	
  Other Operating Assets

  
	
  Plus:

  	
   

  	
  Capitalized Research & Development

  
	
  Plus:

  	
   

  	
  Goodwill acquired after July 3, 1993

  
	
  Plus:

  	
   

  	
  Accumulated Amortization on Goodwill acquired after
  July 3, 1993

  
	
  Plus (Less):

  	
   

  	
  Special Items

  	
   

  
	
  Equals:

  	
   

  	
  Capital

  







Notes: 


(1)                                  NIBCL’s include trade A/P to another
Manitowoc unit (see Note 2), but do not include the contingent liability
associated with Bonus Banks and include liabilities associated with receivable
factoring programs as well as capital lease obligations.


(2)                                  Intercompany trade payables and receivables
will be excluded from EVA capital if outstanding longer than the approved
payment date per intercompany payment terms.


(3)                                  Accounts receivable reserve balances recorded
at acquisition date will be treated as reductions to EVA capital and changes
excluded from NOPAT up to the balance in the acquisition reserve for a 12-month
period subsequent to the acquisition date. 
Inventory reserve balances recorded at acquisition date will be 



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treated the same as accounts receivable above
except for spare parts inventory which will be excluded from Capital and NOPAT
over a three-year period at a rate of 1/3 less each year. 


2.3                                 Each component of Capital will be measured by
computing an average balance based on the ending monthly balance for the twelve
months of the Fiscal Year.


2.4                                 “Cost
of Capital” or “C*” means the weighted average of the after tax cost
of debt and equity for the year in question. 
The Cost of Capital will be reviewed annually and revised if it has
changed significantly.  Calculations will
be carried to one decimal point.  The
Cost of Capital for fiscal 2004 is 7.5%. 
In subsequent Plan years the methodology for the calculation of the Cost
of Capital will be (formula is presented in Exhibit A):


a)                                      Cost of Equity = Risk Free Rate + (Beta x
Market Risk Premium)


b)                                     Debt Cost of Capital = Debt Yield x (1 - Tax
Rate) 


c)                                      The
weighted average of the Cost of Equity and the Debt Cost of Capital is
determined by reference to a fixed debt to capital ratio of 40%.  The Risk Free Rate is the average daily
closing yield rate on 30 year U.S. Government Bonds for the month of December
immediately preceding the Plan Year, the BETA is one, and the Market Risk
Premium is 5%.  The Debt Yield is the
projected weighted average yield on the Company’s long term obligations for the
12 month period ending December 31 of the Plan Year, and the tax rate is 39%.
(The actual annual effective tax rate for the corporation (from continuing
operations) will be used to calculate NOPAT for select management
participants.)


The
debt to capital ratio, BETA, and Market Risk Premium assumptions should be reviewed
and updated if necessary at least every three years.


d)                                     Short-term debt is
to be treated as long-term debt for purposes of computing the cost of capital.


2.5                                 “Capital Charge” means the deemed
opportunity cost of employing Capital in the business of each Participating
Group.  The Capital Charge is computed as
follows:


Capital Charge =
Capital x Cost of Capital (C*)


2.6                                 “Net Operating Profit After Tax” or “NOPAT”


“NOPAT” means the after tax cash earnings attributable
to the capital employed in the Participating Group for the year in
question.  The components of NOPAT are as
follows:



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  Operating Earnings

  
	
  Plus:

  	
   

  	
  Increase (Decrease) in Capitalized R & D (See
  Note 1)

  
	
  Plus:

  	
   

  	
  Increase (Decrease) in Bad Debt Reserve

  
	
  Plus:

  	
   

  	
  Increase (Decrease) in Inventory Reserves

  
	
  Plus:

  	
   

  	
  Amortization of Goodwill (resulting from annual US
  GAAP impairment analyses)

  
	
  Less:

  	
   

  	
  Other Expense (Excluding interest on debt and
  including interest on factored receivables)

  
	
  Plus:

  	
   

  	
  Other Income (Excluding investment income)

  
	
  Equals:

  	
   

  	
  Net Operating Profit Before Tax

  
	
  Less:

  	
   

  	
  Taxes (See Note 2)

  
	
  Equals:

  	
   

  	
  Net Operating Profit After Tax

  



 


(1)                                  R & D is Capitalized, and amortized over
a five-year period.  It is defined as per
the U.S. Federal R&D Tax Credit Regulation.


(2)                                  Taxes are assumed to
be 39% of Net Operating Profit Before Tax. 
(For exceptions see 2.4(c)).  


2.7                                 “Economic
Value Added” or “EVA” means the NOPAT that remains after subtracting the
Capital Charge, expressed as follows:


	
  

  	
   

  	
  NOPAT

  
	
  Less:

  	
   

  	
  Capital Charge

  
	
  Equals:

  	
   

  	
  EVA (which may be positive or negative)

  



 


Article III


Definition and Computation of Target Bonus Award


 


3.1                                 “Actual EVA” means the EVA as calculated for
each Participating Group for the year in question.


3.2                                 “Target
EVA” for the year in question means the level of EVA that is expected in order
for the Participating Group to receive the Target Bonus Award.  The Target EVA may be different among the
Participating Groups.  See Exhibit C for
which of the following Target EVA formulas is used for each Participating
Group.


Formula A


“Target EVA” = Last
Year’s Actual EVA+ Expected Improvement in EVA


Formula B


“Target EVA” = Last Year’s EVA paid (not to exceed the EVA necessary to
achieve a Bonus Performance Value of 2.5) + 50% of the difference between Last
Year’s Actual EVA and Last Year’s EVA paid + Expected Improvement in EVA 


“Maximum EVA Target” =
Last Year’s Actual EVA+ Expected Improvement in EVA



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3.3                                 “Expected Improvement in EVA” means the
constant EVA improvement that is added to shift the target up each year.  This is determined by the expected growth in
EVA per year.  The Expected Improvement
factors will be evaluated and recalibrated by the Committee, as appropriate, no
less than every three years.  See Exhibit
C for the Expected Improvement for each Participating Group.


3.4                                 “Target Bonus Award” for the year means the
“Target Bonus Percentage” times a Participant’s base pay.  For all purposes of the Plan, “base pay”
generally means the base pay actually received for the calendar year, but with
respect to Covered Officers is further limited to the rate of base pay in
effect immediately after the February Committee meeting in the given calendar
year, such that salary increases after the February Committee meeting are not considered
for such year.


3.5                                 “Target Bonus Percentage” is determined by a Participant’s classification as shown
on Exhibit B. 


3.6                                 “Actual Bonus Award” for the year in question means the bonus earned by a
Participant and is computed as the Actual Bonus Percentage times a
Participant’s base pay for the year in question.


3.7                                 “Actual Bonus Percentage” is determined by multiplying the Target Bonus Percentage
by the Bonus Performance Value.


3.8                                 “Bonus Performance Value” is an amount determined as follows:


(a) Base Formula.  “Bonus Performance Value” means the Actual
EVA minus the Target EVA, divided by the Leverage Factor, plus 1.0 [((Actual
EVA – Target EVA)/Leverage Factor) + 1.0]; subject, however, to the following
subparagraphs (b) and (c).


(b) Floor/Ceiling.  (i) if the calculation of the Bonus
Performance Value is less than 0.20, the Bonus Performance Value shall be
deemed to be zero (0), and (ii) if the calculation of the Bonus Performance
Value exceeds 2.5, the Bonus Performance Value shall be deemed to be 2.5.


(c) Target Formula B with
Performance Value Greater than 1.0. 
For Participating Groups to which Target EVA Formula B applies, if the
Bonus Performance Value calculated under subparagraph (a) is greater than 1.0,
the following applies:


(i)  In order to achieve a Bonus Performance Value
of 2.5 (the “Maximum EVA Award”), the “Bonus Performance Value” shall be
determined as follows: the Actual EVA minus the Maximum EVA Target, divided by
the Leverage Factor, plus 1.0 [((Actual EVA – Maximum EVA Target)/Leverage
Factor) + 1.0]. 


(ii)  If the Actual EVA is greater than the Target
EVA but less than the minimum amount of EVA necessary under subparaph (c)(i)
above to achieve the Maximum EVA Award (the “Maximum EVA”), the Bonus
Performance Value shall be calculated by straight line interpolation by
determining the percentage by which the 



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Actual EVA falls between the Target EVA and the
Maximum EVA and applying the same percentage to the Bonus Performance Value
between 1.0 and 2.5.  


3.9                                  “Leverage Factor” is the negative (positive)
deviation from Target EVA necessary before a zero (two times Target) bonus is
earned.  The Leverage Factors will be
evaluated and recalibrated, as appropriate, no less than every three years.  See Exhibit C for the Leverage Factor of each
Participating Group.


3.10                           “Adjustment Guidelines” are guidelines the
Compensation Committee of the Board of Directors (Committee) will consider in
determining the potential treatment of any material, non-recurring or unusual
items (see Exhibit D).


3.11                           A
Participant’s classification is determined by the Committee for officers of The
Manitowoc Company, Inc., and by the Senior VP of HR & Administration for
all new participants below the level of corporate officer. 


Article IV


Payment
of Actual Bonus Awards; Bonus Bank Transition


4.1                                 Beginning with the fiscal 2005 Plan year,
Actual Bonus Awards earned will be fully paid out after the end of the year at
such time as the Committee determines, subject to the three-year transition
period for negative Bank Balances outstanding after the payment of the fiscal
2004 incentive awards made under the Prior Plan. 


 


4.2                                 For
Bank Balances outstanding after the fiscal 2004 awards made under the Prior
Plan, the following will apply:


·                                          Positive Bank Balances: one-third of the
Bank Balance will be paid out each year in cash (paid at the same time the
fiscal 2005 to 2007 incentive awards are paid).


·                                          Negative Bank Balances: 50% of the amount (if any) by
which the Actual Bonus Award earned (if any) exceeds the Target Bonus Award in
each of fiscal 2005, 2006 and 2007, is used to pay down the negative Bank
Balance.  After three years (fiscal 2005
to 2007 incentive awards), any remaining negative Bank Balances will be
forgiven.


4.3                                 Although a Bonus Bank may, as a result of
negative EVA for fiscal years prior to 2005, have a negative Bank Balance, no
Plan Participant shall be required, at any time, to reimburse his/her Bonus
Bank, except pursuant to the Section 4.2 above.


4.4                                 “Bonus Bank” means, with respect to each
Participant, a bookkeeping record of an account to which amounts are added to,
or deducted from, as the case may be, from time to time under the Prior Plan
(and subject to the transition rules of this Plan), and from which bonus payments
to such Participant are paid out under the Prior Plan (and subject to the
transition rules of this Plan). 
Subsequent to the 2007 Plan Year, Bank Balances will no longer exist.



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4.5                                 “Bank Balance” means,
with respect to each Participant, a bookkeeping record of the net balance of
the amounts earned and paid out of such Participant’s Bonus Bank under the
Prior Plan (and subject to the transition rules of this Plan).  


Article V


Plan
Participation, Transfers and Terminations


5.1                                 Participants. 
Except as otherwise provided (primarily in Section 8.1) the
Administrator will determine who shall participate in the Plan
(“Participant(s)”).  Employees designated
for Plan participation shall be salaried employees of The Manitowoc Company,
Inc. or its affiliates (the “Company”). 
In order for a Participant to receive or be credited with their Actual
Bonus Award for a Plan Year, the Participant must have (i)
remained employed by the Company through the last day of such Plan Year, (ii)
terminated employment with the Company for any reason during the Plan Year at
or after the earlier of attainment of age sixty, or the first of the month
following the date on which the participant’s attained age plus years of
service with the Company equal 80, (iii) suffered a disability within the
meaning of Section 5.3 during the Plan Year, or (iv) died during the Plan
Year.  In all other cases of termination
of employment prior to the last day of the Plan year, a Participant shall not
be entitled to any Actual Bonus Award for such Plan year.


5.2                                 Transfers.  A Participant who transfers
his/her employment from one Participating Unit of the Company to another shall
retain his/her Bonus Bank (subject to the transition rules of Article IV) and
will be eligible to receive future Plan Awards in accordance with the
provisions of the Plan.  If a Participant
transfers to a non-participating position, any positive Bonus Bank Balance will
be paid out in full as soon as is practical.


5.3                                 Retirement or Disability.  A
Participant who terminates employment with the Company, at the earlier of
attainment of age sixty, or the first of the month following the date on which
the Participant’s attained age plus years of service with the Company equals 80
for retirement, or suffers a “disability,” as such term is defined in the
Company’s long-term disability benefits program, while in the Company’s employ
shall be eligible to receive the balance of the Participant’s positive Bonus
Bank.  In the case of retirement, the
Participant will receive any positive Bank Balance in the year immediately
following the Participant’s retirement. 
In the case of disability, while in the Company’s employ, the
Participant will receive the Participant’s positive Bank Balance as soon as
practical after qualifying for benefit payments under the Company’s long-term
disability benefits program.


5.4                                 Involuntary Termination Without Cause or
Death.  A Participant who is terminated without cause
or who dies shall receive any positive Bonus Bank Balance.  Such payments will be made as soon as is
practical.


5.5                                 Voluntary Termination.  In
the event that a Participant voluntarily terminates employment with the
Company, the right of the Participant to the Participant’s Bonus Bank shall be
forfeited unless a different determination is made by the Committee.



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5.6                                 Involuntary Termination for Cause.  In
the event of termination of employment for cause, the right of the Participant
to the Bonus Bank shall be determined by the Committee.  


“Cause” shall mean:


(i)                                     any act or acts of the Participant constituting
a felony under the laws of the United States, any state thereof or any foreign
jurisdiction;  


(ii)                                  any material breach by the Participant of
any employment agreement with the Company or the policies of the Company or the
willful and persistent (after written notice to the Participant) failure or
refusal of the Participant to comply with any lawful directives of the
Board;  


(iii)                               a course of conduct amounting to gross
neglect, willful misconduct or dishonesty; or 


(iv)                              any misappropriation of material property
of the Company by the Participant or any misappropriation of a corporate or
business opportunity of the Company by the Participant.


5.7                                 Breach of Agreement. 
Notwithstanding any other provision of the Plan or any other agreement,
in the event that a Participant shall breach any non-competition agreement with
the Company or breach any agreement with respect to the post-employment conduct
of such Participant, the Bonus Bank held for such Participant shall be forfeited.


5.8                                 No
Guarantee.  Participation in the Plan
provides no guarantee that a payment under the Plan will be made.  Selection as a Participant is no guarantee
that payments under the Plan will be made or that selection as a Participant
will be made in any subsequent calendar year.


Article VI


General
Provisions


6.1                                 Withholding of Taxes.  The
Company shall have the right to withhold the amount of taxes, which in the
determination of the Company, are required to be withheld under law with
respect to any amount due or paid under the Plan.


6.2                                 Expenses.  All expenses and costs in connection with the adoption
and administration of the Plan shall be borne by the Company.


6.3                                 No Prior Right or Offer.  Except and until expressly
granted pursuant to the Plan, nothing in the Plan shall be deemed to give any employee any contractual or other right to
participate in the benefits of the Plan.


6.4                                 Claims for Benefits.  In
the event a Participant (a “claimant”) desires to make a claim with respect to
any of the benefits provided
hereunder, the claimant shall submit evidence satisfactory to the Committee of
facts establishing their entitlement to a payment under 



 8
 









the Plan.  Any claim with respect to any of the benefits
provided under the Plan shall be made in writing within ninety (90) days of the event which the claimant asserts
entitles the claimant to benefits. Failure by the claimant to submit a claim
within such ninety (90) day period shall bar the claimant from any claim for
benefits under the Plan.


6.5                                 Denial and Appeal of Claims.  In
the event that a claim which is made by a claimant is wholly or partially
denied, the claimant will receive from the Committee a written explanation of
the reason for denial and the claimant or the claimant’s duly authorized
representative may appeal the denial of the claim to the Committee at any time
within ninety (90) days after the receipt by the claimant of written notice from the Committee of the denial of
the claim.  In connection therewith, the
claimant or the claimant’s duly authorized representative may request a review
of the denied claim; may review pertinent documents; and may submit issues and
comments in writing.  Upon receipt of an
appeal, the Committee shall make a decision with respect to the appeal and, not
later than sixty (60) days after receipt of a request for review, shall furnish
the claimant with a decision on review in writing, including the specific
reasons for the decision written in a manner calculated to be understood by the
claimant, as well as specific reference to the pertinent provisions of the Plan
upon which the decision is based.  In
reaching its decision, the Committee shall have complete discretionary
authority to determine all questions arising in the interpretation and
administration of the Plan, and to construe the terms of the Plan, including
any doubtful or disputed terms and the eligibility of a Participant for
benefits.


6.6                                 Action Taken in Good Faith; Indemnification.  The
Committee may employ attorneys, consultants, accountants or other persons and
the Company’s directors and officers shall be entitled to rely upon the advice,
opinions or valuations of any such persons. 
All actions taken and all interpretations and determinations made by the
Committee in good faith shall be final and binding upon all employees who have
received awards, the Company and all other interested parties.  No member of the Committee, nor any officer,
director, employee or representative of the Company, or any of its affiliates
acting on behalf of or in conjunction with the Committee, shall be personally liable
for any action, determination, or interpretation, whether of commission or
omission, taken or made with respect to the Plan, except in circumstances
involving actual bad faith or willful misconduct.  In addition to such other rights of
indemnification as they may have as members of the Board, as members of the
Committee or as officers or employees of the Company, all members of the
Committee and any officer,
employee or representative of the Company or any of its subsidiaries acting on
their behalf shall be fully indemnified and protected by the Company with
respect to any such action, determination or interpretation against the
reasonable expenses, including attorneys’ fees actually and necessarily
incurred, in connection with the defense of any civil or criminal action, suit
or proceeding, or in connection with any appeal therein, to which they or any
of them may be a party by reason of any action taken or failure to act under or
in connection with the Plan or an award granted thereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is
approved by independent legal counsel selected by Company ) or paid by them in
satisfaction of a judgment in any action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such person claiming indemnification shall in writing offer the
Company the opportunity, at its own expense, to handle and defend the
same.  Expenses 



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(including attorneys’ fees) incurred in defending a
civil or criminal action, suit or proceeding shall be paid by the Company in
advance of the final disposition of such action, suit or proceeding if such
person claiming indemnification is entitled to be indemnified as provided in
this Section.


6.7                                 Rights Personal to Participant.  Any
rights provided to a Participant under the Plan shall be personal to such Participant, shall not be
transferable (except by will or pursuant to the laws of descent or
distribution), and shall be exercisable, during the Participant’s lifetime,
only by such Participant.


6.8                                 Bank Balance Distribution if Plan Terminates
or is Suspended.  Upon termination of the Plan or suspension
for a period of more than 90 days, the Bank Balance (if any) of each Participant shall be distributed as soon as practicable
but in no event later than 90 days from such event.  The Committee, in its sole discretion, may
accelerate distribution of the Bank Balance, in whole or in part, at any time
without penalty.


6.9                                 Non-Allocation
of Award.  In the event of a
suspension of the Plan in any Plan Year, as provided herein in Section 6.8, the
current Bonus for the subject Plan year shall be deemed forfeited and no
portion thereof shall be allocated to Participants.  Any such forfeiture shall not affect the
calculation of EVA in any subsequent year.


Article VII


Limitations


7.1                                 No Continued Employment. 
Nothing contained herein shall provide any Participant or employee with
any right to continued employment or in any way abridge the rights of the Company
to determine the terms and conditions of employment and whether to terminate
employment of any employee.


7.2                                 No Vested Rights. 
Except as otherwise provided herein, no Participant or employee or other
person shall have any claim of right (legal, equitable, or otherwise) to any
award, allocation, or
distribution or any right, title, or vested interest in any amounts in such
person’s Bonus Bank and no officer or employee of the Company  or any other person shall have any authority
to make representations or agreements to the contrary.  No interest conferred herein to a Participant
shall be assignable or subject to claim by a Participant’s creditors.  The right of the Participant to receive a
distribution hereunder shall be an unsecured claim against the general assets
of the Company and the Participant shall have no rights in or against any
specific assets of the Company as the result of participation hereunder.


7.3                                 Not Part of Other Benefits.  The
benefits provided in this Plan shall not be deemed a part of any other benefit
provided by the Company to its
employees.  The Company assumes no
obligation to Plan Participants except as specified herein.  This is a complete statement, along with the
Schedules and Appendices attached hereto, of the terms and conditions of the
plan.



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7.4                                 Other Plans. 
Nothing contained herein shall limit the Company or the Committee’s
power to grant bonuses to employees of the Company, whether or not Participants in this Plan.


7.5                                 Limitations. 
Neither the establishment of the Plan or the grant of an award hereunder
shall be deemed to constitute an express or implied contract of employment for
any period of time or in any way abridge the rights of the Company to determine
the terms and conditions of employment or to terminate the employment of any
employee with or without cause at any time.


7.6                                 Unfunded
Plan.  This Plan is unfunded and is
maintained by the Company in part to provide incentive compensation to a select
group of employees and highly compensated employees.  Nothing herein shall create or be construed
to create a trust of any kind, or a fiduciary relationship between the Company
and any Participant.


Article VIII


Authority


8.1                                 Plan Administration. 
“Committee” means the Compensation Committee of the Board of Directors
of the Company, or if there is none, The Board of Directors.  “Administrator” means the Company’s Senior
Vice President-Human Resources & Administration or, if that position is
vacant, the Committee.  Except as
otherwise expressly provided herein, full power and authority to interpret and
administer this Plan shall be vested in the Committee.  The Committee may authorize the Administrator
to determine who shall participate in the Plan, except for the participation of
officers.  Participation of officers
shall require Committee approval.  The
Committee may from time to time make such decisions and adopt such rules and
regulations for implementing the Plan as it deems appropriate for any
Participant under the Plan.  Any decision
taken by the Committee arising out of or in connection with the construction,
administration, interpretation and effect of the Plan shall be final,
conclusive and binding upon all Participants and any person claiming under or
through them.


8.2                                 Board of Directors Authority.  The Board shall be ultimately responsible for
administration of the Plan.  References
made herein to the “Committee” assume that the Board of Directors has created a Compensation Committee to
administer the Plan.  In the event a
Compensation Committee is not so designated, the Board shall administer the
Plan.  The Board or its Compensation
Committee, as appropriate, shall work with the Company’s CEO and SVP-HR &
Administration in all aspects of the administration of the Plan.


8.3                                 162(m)
Limitations.  After the February Committee
meeting for any applicable year, the calculation methodology for the maximum
possible benefit entitlement shall be fixed for any Covered Officers.  On or before such February meeting, the
Committee may make appropriate determinations for such purpose, but if no such
determinations are made, such maximum possible benefit entitlement shall be
calculated based on the provisions then in effect, without later application of
discretion, with the exception that the 



 11
 









discretion inherent in
Exhibit D shall be assumed to have been exercised for each of
the guidelines (with the result that the items listed in Exhibit D will be
excluded from the EVA calculation).  Notwithstanding the foregoing, for
purposes of determining the benefits of Participants who are not Covered
Officers and in situations in which the effect is to reduce the actual
benefits to a Covered Officer, the Committee shall retain the discretion
inherent in 2.4, 3.3, 3.5, 3.10, 3.11, Exhibit D and elsewhere to
alter the calculation methodology later than the February Committee meeting, up
to and including the time of the final determination of the benefit
entitlements. 


Article IX


Notice


9.1                                 Any notice to be given
pursuant to the provisions of the Plan shall be in writing and directed to the
appropriate recipient thereof at their business address or office location.


Article X


Effective Date


10.1                           This
Plan shall be effective as of January 1, 2005 and it shall remain in effect,
subject to amendment from time to time, until terminated or suspended by the Committee.


Article XI


Amendments


11.1                           This Plan may be amended,
suspended or terminated at any time at the sole discretion of the Board upon
the recommendation of the Committee. 
Provided, however, that no such change in the Plan shall be effective to
eliminate or diminish the distribution of any Award that has been allocated to
the Bank of a Participant prior to the date of such amendment, suspension or
termination.  Notice of any such
amendment, suspension or termination shall be given promptly to each Participant.


Article XII


Applicable
Law


12.1                           This Plan shall be construed in accordance with the provisions of the laws of
the State of Wisconsin.



 12
 









Exhibit A


Calculation of the Cost of Capital


“Cost of Capital” or “C*” means the weighted average
of the after tax cost of debt and equity for the year in question.  It is calculated as follows:


	
  Inputs Variables:

  	
   

  
	
  Risk Free Rate =
  Average Daily closing yield on U.S. Government 30 Yr. Bonds (for the month of
  December preceding the Plan Year).

  
	
   

  
	
  Market Risk
  Premium = 5.0% (Fixed)

  
	
   

  
	
  Beta = One
  (Fixed)

  
	
   

  
	
  Debt/Capital
  Ratio = 40% (Fixed)

  
	
   

  
	
  b = Cost of Debt
  Capital (Projected & Weighted Average Yield on the Company’s Long Term
  Debt Obligations).

  
	
   

  
	
  Marginal Tax
  Rate = 39.0% (Historical Average).

  



 


	
  Calculations:

  	
   

  
	
   

  
	
  y

  	
   

  	
  = Cost of Equity Capital 

  
	
   

  	
   

  	
  = Risk Free Rate + (Beta x Market Risk Premium)

  
	
   

  	
   

  	
   

  
	
  Weighted Average Cost of Capital = [Cost of Equity
  Capital x (1 - Debt/Capital Ratio)] + [Cost of Debt x (Debt/Capital Ratio) x
  (1 - Marginal Tax Rate)]

  
	
   

  
	
  C* = [y x (1 - Debt/Capital)] + [b x (Debt/Capital)
  x (1 - Marginal Tax Rate)]

  
				



 



 13
 









Exhibit B


Target Bonus
Percentages (as % of base salary)




	
  Participant

  Classification

  	
  Target Bonus

  Percentage

  
	
  I

  	
  80

  	
  %

  
	
  II

  	
  55

  	
  %

  
	
  III

  	
  50

  	
  %

  
	
  IV

  	
  40

  	
  %

  
	
  V

  	
  35

  	
  %

  
	
  VI

  	
  30

  	
  %

  
	
  VII

  	
  25

  	
  %

  
	
  VIII

  	
  20

  	
  %

  
	
  IX

  	
  15

  	
  %

  
	
  X

  	
  10

  	
  %

  
	
  XI

  	
  5

  	
  %

  






 



 14
 









Exhibit C


Expected
Improvement and Leverage Factors


As of January 1,
2007: 




	
  Participation Groups

  	
   

  	
  Expected Improvement

   in EVA

  	
   

  	
  Leverage Factor

  	
   

  	
  Target EVA Formula

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Foodservice
  Group

  	
   

  	
  2,000,000

  	
   

  	
  6,200,000

  	
   

  	
  A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cranes America

  	
   

  	
  2,500,000

  	
   

  	
  7,500,000

  	
   

  	
  B

  	
   

  
	
  Cranes EMEA (in
  Euro)

  	
   

  	
  2,500,000

  	
   

  	
  7,500,000

  	
   

  	
  B

  	
   

  
	
  Cranes Asia

  	
   

  	
  700,000

  	
   

  	
  2,200,000

  	
   

  	
  B

  	
   

  
	
  Cranes Group

  	
   

  	
  3,500,000

  	
   

  	
  12,500,000

  	
   

  	
  B

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Marine Group

  	
   

  	
  600,000

  	
   

  	
  2,400,000

  	
   

  	
  B

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Corporate

  	
   

  	
  4,350,000

  	
   

  	
  22,000,000

  	
   

  	
  B

  	
   

  






 



 15














 


Exhibit D


Adjustment Guidelines for Material and Unexpected Non-Recurring
Items


·                                          Potential
material and unexpected “non-recurring items” which the Committee may consider
excluding from the “raw” EVA calculation (i.e., impact net operating profit
after-tax or the cost of capital), in order to ensure employees are assessed on
the performance of continuing operations, based on our experience, include:


·                                          Change
in Accounting Principle or Practices (e.g., treatment of goodwill, FAS
123-revised 2004, etc.).  Typically, the
company may exclude the impact from both operating results and performance goals.


·                                          Major
acquisition (i.e., acquiring a business with total assets greater than
15% of the company’s/operating unit’s prior year-end total assets).  In the event of a major acquisition, the
company may exclude the performance of the acquired unit from both results and
goals for an agreed upon period of time. 


·                                          Major
disposition (e.g., disposition as defined by FAS 144).  In the event a disposition is classified as
discontinued under FAS 144, the company may exclude the performance of the
disposed unit from both results and goals.


·                                          Restructuring (i.e.,
reorganization of a specific business or operating unit).  In the event of a restructuring, the company
may exclude the cost of restructuring from NOPAT but must also exclude any
benefits up to the amount of restructuring costs during the subsequent 12-month
period.  The restructuring liability
should also be excluded from the calculation of capital for the same subsequent
12-month period.


·                                          Recapitalization (i.e.,
significant altering of the company’s current capital structure).  In the event of a recapitalization, the
company may exclude the impact from both results and goals.


·                                          Other
unusual or one-time gains/losses considered on a case-by-case basis
relative to their impact on the company’s/operating unit’s financial results.


·                                          Expenses
related to significant ERP system implementations may be
capitalized and amortized over the same period as the ERP asset.