Exhibit
10.7(e)


THE MANITOWOC COMPANY, INC.


2004 NON-EMPLOYEE DIRECTOR STOCK
AND AWARDS PLAN


Amended Effective February 27, 2007


Section 1.      Purpose
and Construction.  


(a)           Purpose.  The Manitowoc Company, Inc. 2004 Non-employee
Director Stock and Awards Plan (the “Plan”) has three complementary purposes:
(a) to promote the long-term growth and financial success of The Manitowoc
Company, Inc. (the “Company”); (b) to induce, attract and retain highly
experienced and qualified individuals to serve on the Company’s Board of
Directors (the “Board”); and (c) to assist the Company in promoting a
greater identity of interest between the Company’s non-employee directors
(“Non-employee Directors”) and its shareholders.  The Plan is designed to accomplish these
goals by providing 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 the potentially favorable terms that this
Plan provides.  


(b)           Construction.  Capitalized terms used in this Plan shall
have the meanings set forth in Section 12, unless the context otherwise
requires.


(c)           Effective
Date and Shareholder Approval.  This
Plan shall become effective only following its approval by the shareholders of
the Company.


Section 2.      Shares
Reserved Under this Plan.


(a)           Plan
Reserve.  An aggregate of two-hundred
and twenty-five thousand (225,000) Shares are reserved for issuance under this
Plan. The number of Shares covered by an Award under the Plan shall be counted
on the date of grant of such Award against the number of Shares available for
granting Awards under the Plan.  Any
Shares delivered pursuant to the exercise of an Award may consist, in whole or
in part, of authorized and unissued Shares or of treasury shares.


(b)           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, Restricted Stock Units or issued pursuant to 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).


(c)           
Other Adjustment of Shares.  In
addition to the non-discretionary adjustment provisions of Section 2(b), 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 2(b)), recapitalization, stock split,
reverse stock split, 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
(collectively referred to as “Events”) affects the Shares such that an
adjustment is determined by the Committee to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan, then 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 the Plan and which
thereafter may be made the subject of Awards under the Plan; (ii) the
number and type of Shares subject to outstanding Awards; and (iii) the
exercise price with respect to any Option (collectively referred to as
“Adjustments”); provided, however, that Awards subject to grant or previously
granted to Non-employee Directors under the Plan at the time of any such Event
shall be subject only to such Adjustments as shall be necessary to maintain the
proportionate interest of the Non-employee Directors and preserve, without exceeding,
the value of such Awards; and provided further that the number of Shares
subject to any Award shall always be a whole number.


(d)           Predecessor
Plan.  After the Effective Date of
this Plan, the 1999 Non-employee Director Stock Option Plan will be frozen such
that (i) no future awards will be granted under the 1999 Non-employee Director
Stock Option Plan, (ii) the 1999 Non-employee Director Stock Option Plan will
exist solely to govern grants of awards made prior to the Effective Date of
this Plan, and (iii) any Shares that would have otherwise been available for
new grants under the 1999 Non-employee Director Stock Option Plan will not roll
over into this Plan and thus will not be available for the purpose of granting
Awards under this Plan.


(e)           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 actually delivered in payment or settlement of Awards,
including Restricted Stock and Restricted Stock Units.  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. 
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.



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Section 3.      Plan
Administration and Operation.


(a)           Administrative
Authority.  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.  


(b)           Awards.  The Committee has full authority to designate
from time to time which Non-employee Directors shall receive Awards under this
Plan.  The Committee may consider such
factors as it deems pertinent in selecting whether a Non-employee Director will
receive any Award(s) and in determining the types and amounts of Awards and in
setting any Performance Goals or other limitations.  In making such selection and determination, factors
the Committee may consider include, but will not be limited to: (a) the
Company’s financial condition; (b) anticipated profits for the current or
future years; (c) the Non-employee Director’s length of service on the
Board; and (d) other fees that the Company provides or has agreed to provide
to the Non-employee Director.  The
Committee’s decision to provide a Non-employee Director with an Award in any
year will not require the Committee to designate such person to receive an
Award in any other year.


(c)           Committee
Action and Delegation. 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.  To the extent applicable law permits, the
Board may delegate to another committee of the Board any or all of the
authority and responsibility of the Committee. 
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.  Except to
the extent prohibited by applicable law, the Committee may also authorize any
one or more of their number or the Secretary or any other officer of the
Company to execute and deliver documents on behalf of the Committee.  


(d)           Review
of Committee Decisions. All Committee determinations are final and binding
upon all interested parties and no reviewing court, agency or other tribunal
shall overturn a decision of the Committee unless it first determines that the
Committee acted in an arbitrary and capricious manner with respect to such
decision.    


(e)           Committee
Indemnification. No member of the Committee 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 all Committee members to the maximum extent that
the law and the Company’s bylaws permit. 


Section  4.     Discretionary Grants of Awards.


Subject to the terms of this Plan, including Section 7 below, the
Committee has full power and authority to determine: (a) the type or types
of Awards to be 



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granted to
each Non-employee Director (i.e., Options, Restricted Stock and/or Restricted
Stock Units); (b) the number of Shares with respect to which an Award is
granted to a Non-employee Director, if applicable; and (c) any other terms
and conditions of any Award granted to a Non-employee Director.  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).  The Committee may grant multiple Awards and
different types of Awards (e.g., Options, Restricted Stock and/or Restricted
Stock Units) to individual Non-employee Directors at the same time.


Section 5.      Options.


(a)           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 form or forms, including,
without limitation, cash, Shares, other 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.


(b)           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, including, but not
limited to, any Performance Goals. 
Notwithstanding the preceding, each Option must terminate no later than
ten (10) years after the date of grant. 



Section 6.      Restricted
Stock and Restricted Stock Units.


Subject to the terms of the Plan, each award of Restricted Stock and/or
Restricted Stock 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 Non-employee Director to
realize all or a portion of the benefit provided under the Award.  However, any award of Restricted Stock and/or
Restricted Stock Units (regardless of whether such Award is conditioned upon
any Performance Goals) must have a restriction period of at least three (3)
years.  Notwithstanding anything to the
contrary herein, all Restricted Stock and Restricted Stock Units awarded under
this Plan shall be payable only in Shares. 


Section 7.      Effect
of Termination of Membership on the Board.


(a)           Award
Limitations.  Subject to the
limitations set forth in Section 7(b) below, the Committee shall, in its
discretion, determine whether to impose any Award Agreement provisions or
limitation concerning what will happen to any outstanding Award(s) when the
Non-employee Director ceases to be a member of the Board for any reason.  The restrictions under Section 7(b) and any
other limitations imposed by the Committee under this Section 7(a) must be
included in the Award Agreement.  Unless
otherwise stated under the Award Agreement, if a Non-employee Director ceases
to be a member of the Board for any reason other than the Non-employee
Director’s retirement due to reaching the mandatory 



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retirement
age established by the Board, or other than death or disability (as determined
by the Committee), as to Awards held by that Non-employee Director on the
effective date of such termination of Board membership, unless the Committee,
in its sole discretion, shall otherwise determine, all nonvested options and
all Restricted Stock as to which all restrictions have not lapsed, and all
Restricted Stock Units for which the Performance Goals have not been fully
satisfied shall be immediately forfeited. 
Upon the retirement (due to reaching the mandatory retirement age
established by the Board), death or disability of a Non-employee Director, all
Options held by the Non-employee Director shall fully and immediately vest, all
restrictions with respect to Restricted Stock held by the Non-employee Director
shall immediately lapse, and all Performance Goals with respect to Restricted
Stock Units held by the Non-employee Director shall be deemed immediately
satisfied.  In such event or if If the
Committee otherwise determines not to require immediate forfeiture upon the
occurrence of some other event where the Non-employee director ceases to be a
member of the Board, then the maximum exercise period which may be permitted
for Options following such termination of Board membership shall be the shorter
of one year or the scheduled expiration date of the Award.


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


Section 8.      Non-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 Non-employee
Director:  (a) until such Option has been
exercised and/or the limitations on the Restricted Stock or Restricted Stock
Units have lapsed or been satisfied; or (b) by will or the laws of descent and
distribution.  During the lifetime of the
Non-employee Director such Awards may be exercised only by the Non-employee
Director or the Non-employee Director’s legal representative or by the
permitted transferee of such Non-employee Director as hereinafter provided (or
by the legal representative of such permitted transferee).  Unless otherwise prohibited by the Award
Agreement, a Non-employee Director 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
Non-employee Director receives no consideration for such transfer.  Subsequent transfers of transferred Awards
are prohibited except transfers to those persons or entities to which the
Non-employee Director could have transferred such Awards, or transfers otherwise
in accordance with this Section.



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Section 9.      Amendment
and Termination of the Plan and 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
Section 9(b). 


(b)           Termination
and Amendment.  The Board may amend,
alter, suspend, discontinue or terminate this Plan at any time, subject to
shareholder approval if: (i) shareholder approval of such amendment(s) is
required under the Exchange Act; (ii) shareholder approval of such amendment(s)
is required under 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); or (iii)
the amendment will: [a] materially increase any number of Shares specified
in Section 2(a) (except as permitted by Section 2(b)); [b] shorten
the restriction periods specified in Section 6(b); or [c] modify the
provisions of Section 9(e). 


(c)           Amendment,
Modification or Cancellation of Awards. 
Except as provided in Section 9(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 Non-employee Director 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 2(b)), but the Committee need not
obtain the Non-employee Director’s (or other interested party’s) consent for
the cancellation of an Award pursuant to the provisions of
Section 2(b).  Notwithstanding
anything to the contrary in this Plan, the Committee shall have sole discretion
to alter the selected Performance Goals. 



(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 Non-employee Directors
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 2(b), neither the Committee nor any other person may decrease the
exercise price for any outstanding Option granted under this Plan after the
date of grant nor allow a Non-employee Director to surrender an outstanding
Option granted under this Plan to the Company as consideration for the grant of
a new Option with a lower exercise price. 


Section 10.            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, the following rules shall apply.


(a)           Options.  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; 



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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;


(b)           Restricted Stock.  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;


(c)           Restricted Stock Units.  Each holder of a Restricted Stock 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 Restricted Stock
Unit, a number of Shares equal to the product of the number of Restricted Stock
Units and a fraction the numerator of which is the number of whole months which
have elapsed from the beginning of 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.  Each holder of a
Restricted Stock Unit that has been earned but not yet paid shall receive the
number of Shares equal to the number of such Restricted Stock Units.



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Section 11.    General
Provisions.


(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 Non-employee Director) as the
Committee determines appropriate, including, without limitation, provisions
for: (i) one or more means to enable a Non-employee Director to defer the
delivery of Shares or recognition of taxable income relating to Awards or 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
Non-employee Director 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;  (iv) giving the Non-employee Director
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 Non-employee Director,
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)           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. 


(d)           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. 



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


(f)            Other
Arrangements.  Nothing contained in
the Plan shall prevent the Company or any Affiliate from adopting or continuing
in effect other or additional compensation arrangements for Non-employee
Directors, and such arrangements may be either generally applicable or
applicable only in specific cases.


(g)           No
Right to Remain on Board.  The grant
of an Award to a Non-employee Director pursuant to the Plan shall confer no
right on such Non-employee Director to continue as a director of the
Company.  Except for rights accorded
under the Plan, Non-employee Directors shall have no rights as holders of
Shares as a result of the granting of Awards hereunder.


Section 12.    Definitions.


 


(a)           “Affiliate”
shall mean 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 in which the Committee, in its discretion, both:  (i) determines that the Company has a
significant interest; and (ii) designates as an Affiliate for purposes of this
Plan.  


(b)           “Annual Meeting of the Shareholders”
shall mean the annual meeting of shareholders of the Company held each calendar
year.


(c)           “Award” means any grant of Options,
Restricted Stock or Restricted Stock Units under this Plan.  


(d)           “Award Agreement” means a written
agreement, in such form (consistent with the terms of this Plan) as approved by
the Committee.


(e)           “Board” shall mean the Board of
Directors of the Company.


(f)            “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 



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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, 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 transfer 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. 



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(g)           “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. 


(h)           “Code” shall mean the Internal
Revenue Code of 1986, as amended from time to time, and as interpreted by
applicable regulations, rulings, notices and other similar guidance.  Any reference to a specific provision of the
Code includes any successor provision and any guidance issued under such
provision.


(i)            “Committee” means the Compensation
Committee of the Board (or such successor committee with the same or similar
authority).  


(j)            “Common Stock” means the $.01 par
value common stock of the Company.


(k)           “Company” shall mean The Manitowoc
Company, Inc., a Wisconsin corporation, together with any 


successor thereto.


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


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


(n)           “Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended from time to time, and as
interpreted by applicable regulations, rulings, notices and other similar
guidance.  Any reference to a specific
provision of the Exchange Act includes any successor provision and any guidance
issued under such provision.


(o)           “Fair Market Value” shall mean for
any Share on a particular date, the last sale 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.


(p)           “Non-employee Director” shall mean a
member of the Board who is not an employee of the Company or any
Affiliate.  Only Non-employee Directors
shall be entitled to receive Awards under this Plan.



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(q)           “Option” shall mean the right to
purchase Shares at a stated price in accordance with the terms of this
Plan.  Because this Plan will provide
benefits only for Non-employee Directors, all Options shall be non-qualified
stock options.


(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; length of
service on the Board; and/or such other goals as the Committee may establish in
its discretion. 


(s)           “Plan” shall mean The Manitowoc
Company, Inc. 2004 Non-employee Director Stock and Awards Plan, as set forth
herein and as amended from time to time.


(t)            “Restricted Stock” means Shares that
are issued to a Non-employee Director under this Plan and 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.  


(u)           “Restricted
Stock Units” mean the right to receive Shares and/or Restricted Stock at a
future date, subject to the completion of such Performance Goals and/or upon
the completion of a period of service, as the Committee shall establish as part
of the Award Agreement.  Prior to the
achievement of such Performance Goals and/or upon the completion of a period
of service, the Non-employee Director shall have no rights with respect to such
Restricted Stock Units, except as set forth in the underlying Award
Agreement.  Each Restricted Stock Unit
shall correspond and relate to one Share under this Plan. 


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


(w)          “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.



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