Exhibit 10.6(c)


 


THE
MANITOWOC COMPANY, INC.


 


SUPPLEMENTAL
EXECUTIVE 

RETIREMENT PLAN


 


Effective January 1,
2000


 


and


 


Amended and Restated Through December 31,
2008


 

















 


Table of Contents


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  1

  	
  PLAN PURPOSE

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  2

  	
  DEFINITIONS

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  3

  	
  ANNUAL
  CONTRIBUTION CREDIT

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  4

  	
  ACCOUNT BALANCE

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  5

  	
  BENEFIT
  ELIGIBILITY AND PAYMENT

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  6

  	
  GENERAL
  PROVISIONS

  	
  11

  



 


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The Manitowoc Company, Inc.


Supplemental
Executive Retirement Plan


 


Whereas, the
Manitowoc Company, Inc., a Wisconsin corporation (the “Company”), deems it
desirable to adopt a supplemental executive retirement plan for its key
employees.


 


Now,
therefore, the Company hereby establishes this amended and restated version of
The Manitowoc Company, Inc. Supplemental Executive Retirement Plan (the “Plan”)
as follows:


 


ARTICLE 1

Plan Purpose


 


The purpose of
this Plan is to attract and retain key management employees by supplementing
their retirement income. The key management employees of the Company who
participate in this Plan (“Participants”) will be selected by and designated in
writing by the Compensation Committee of the Board.


 


This Plan is
an unfunded target benefit plan. A target benefit plan is similar to a defined
contribution plan. An annual contribution credit is calculated for each
Participant as a level percent of pay. Such accumulated Annual Contribution
Credit, accumulated at the Plan’s assumed rate of investment return, is
expected to fund a life annuity in an amount equal to a target benefit payable
as a life annuity under assumptions defined in this Plan. A Participant’s
benefit is the Account Balance maintained for a Participant by the Company.
Distributions from this Plan shall be processed as set forth in Article 5.


 


The Plan is hereby amended and restated to reflect the requirements of
Code Section 409A as of January 1, 2005, the Company’s good faith
compliance with Code Section 409A between October 3, 2004 and December 31,
2008 and other interim Plan amendments. 
All benefits that were earned and vested on or before December 31,
2004 are “grandfathered” within the meaning of IRS Notice 2005-1 and any
provision in this restated Plan document that would otherwise cause such
grandfathered amounts to be “materially modified” at anytime after October 3,
2004 shall be deemed amended or deleted to the extent necessary to ensure that
those amounts do not become subject to Code Section 409A


 


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ARTICLE 2

Definitions


 


2.1.          “Account
Balance” is an account maintained for each Participant which reflects the
accumulation of the Annual Contribution Credits and the Investment Credits
earned under the Plan.


 


2.2.          “Actuarial
Equivalent” shall mean a single payment or a series of payments that have the
same value as another single payment or series of payments. For purposes of
this Plan, any Actuarial Equivalence for payments made shall reflect a 9.0%
interest rate and life annuity values shall reflect mortality based upon the
1994 Uninsured Pensioners Mortality Table.


 


2.3.          “Actuary”
is an enrolled actuary hired by the Plan Administrator to calculate the Annual
Contribution Credit under the Plan.


 


2.4.          “Administrator”
shall mean the Plan’s administrator, as defined in Article 6.


 


2.5.          “Annual
Contribution Credit” is the amount calculated under Article 3 and credited
to each Participant’s Account Balance.


 


2.6.          “Board”
refers to the board of directors of the Company.


 


2.7.          “Change
in Control” means: (a) the acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934) of the ownership of 25% or more of either (i) the
then outstanding shares of common stock of the Company or (ii) the
combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors; (b) a 


 


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change in the
majority of the Board; or (d) a major corporate transaction, such as a
merger, sale of substantially all of the Company’s assets or a liquidation,
which results in a change in the majority of the Board or a majority of
stockholders. For Non-Grandfathered Accounts, a “Change of Control” means the
first event that would be a “Change of Control” under the preceding
definition  and which would also satisfy
the requirements of Code Section 409A(a)(2)(A)(v).


 


2.8.          “Code”
means the Internal Revenue Code of 1986, as interpreted by regulations and
rulings issued pursuant thereto, all as amended and in effect from time to
time.     .


 


2.9.          “Company”
shall mean The Manitowoc Company, Inc. a Wisconsin corporation and its
successors.


 


2.10.        “Compensation”
shall mean, for any Plan Year, a Participant’s regular base salary established
by the Company as of December 31 (including elective deferrals that are
excluded from gross income and are payable to a plan described in Section 401(k) or
Section 125 of the Internal Revenue Code) plus actual bonus awards earned
for the Plan Year. Compensation shall not include commissions, the value of
fringe benefits and other special awards or payments.


 


2.11.        “Final
Average Compensation Target” shall mean the average of the Participant’s
projected Compensation for the five consecutive calendar year period when the
Participant receives or is projected to receive his highest average
Compensation prior to the Participant’s Target Retirement Date.  Projected Compensation will be determined by
increasing the current Compensation for each year in the future by 6.0%,
compounded annually, until the Plan Year preceding the Participant’s Target
Retirement Date.  To the 


 


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extent that a
Participant works past his Target Retirement Date, his Final Average
Compensation Target will continue to be adjusted for increases in Compensation
after the Target Retirement Date.


 


2.12.        “Grandfathered
Account” refers to all or any part of a Participant’s Account Balance that was
earned and fully vested as of December 31, 2004, calculated based upon the
terms of the Plan in effect on October 3, 2004.   If, at any time, this Plan, any agreement,
any form or any other administrative policy is amended or interpreted to cause
a “material modification” that would cause a Grandfathered Account to be
subject to Code Section 409A, such amendment, interpretation or change
shall be deemed amended or modified to the extent that no Grandfathered Amount
will be subject to Code Section 409A. 
If necessary to avoid the application of Code Section 409A or to
provide guidance as the result of the application of the preceding provisions,
the terms of the Plan, as in effect on October 3, 2004, shall apply to all
Grandfathered Accounts.


 


2.13.        “Investment
Credit” is the annual increase in a Participant’s Account Balance on December 31
equal to 9.0% of the Account Balance as of January 1 of the same Plan
Year.


 


2.14.        “Non-Grandfathered
Account” refers to all or any part of a Participant’s Account Balance that was
not earned and fully vested as of December 31, 2004, according to the
terms of the Plan in effect on October 3, 2004.  Non-Grandfathered Accounts are subject to
Code Section 409A and the provisions of this Plan shall be interpreted and
applied with the intent to ensure that no benefits are subject to taxation
before the date when such benefits are paid to a Participant or
Beneficiary.  Nothing in this Plan, any
agreement, any form or 


 


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related
document shall be construed or interpreted as a guarantee of any particular tax
consequences.


 


2.15.        “Normal
Retirement Date” is the first day of the month following age 65.


 


2.16.        “Plan”
means The Manitowoc Company, Inc. Supplemental Executive Retirement Plan
established January 1, 2000, restated effective January 1, 2009 and
set forth herein, as amended from time to time.


 


2.17.        “Plan
Year” shall be the calendar year.


 


2.18.        “Substantial
Employment Change” shall mean following a Change in Control: (a) a
Participant’s employment is terminated without cause; (b) a negative,
fundamental or material change is made in a Participant’s duties or
responsibilities; (c) a Participant’s salary or other material
compensation or benefits are reduced and such decrease is not related to
Company or individual performance; (d) a Participant is required to
materially relocate his or her residence or principal office location against
his or her will; or (e) a Participant is not offered a comparable position
with a successor entity.


 


2.19.        “Target
Retirement Benefit” is fifty-five percent (55%) of a Participant’s Final
Average Compensation Target.  For any
executive who becomes a Participant after December 31, 2008 and whose
projected total service at his Target Retirement Date is less than 25 years,
his Target Retirement Benefit will be 55% of the Participant’s Final Average
Compensation Target times the 
Participant’s projected total service with the Company at his Target
Retirement Date divided by 25.  If a
Participant whose Target Retirement Benefit was reduced under the preceding
provision works past his Target Retirement 


 


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Date, then his
Target Retirement Benefit will be 55% of the Participant’s Final Average
Compensation Target times the Participant’s actual years of service with the
Company, not to exceed 25, divided by 25. 
Total service is all service as an employee of the Company and will be
based upon complete months and years of projected or actual service.  If the Company adopts any other
employer-provided defined benefit retirement plan, the actuarial equivalent of
such benefit payable as a level life annuity will be subtracted from the Target
Retirement Benefit.


 


2.20.        “Target
Retirement Date” is the earlier of the Normal Retirement Date and the first of
the month following the date on which the Participant’s attained age plus years
of service with the Company equals 80. Attained age and years of service will
be calculated in years and complete months.


 


ARTICLE 3

Annual Contribution Credit


 


3.1.          The
Company shall have an Actuary calculate the Annual Contribution Credit in
accordance with this Article 3. Such Annual Contribution Credit shall be
credited to a Participant’s Account Balance as of December 31 of each Plan
Year prior to the Participant’s Target Retirement Date, provided the
Participant is an employee on December 31 of the Plan Year.


 


3.2.          The
Annual Contribution Credit shall be calculated at the end of each Plan Year as
follows:


 


(a)   Calculate the Target Retirement
Benefit.


 


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(b)   Calculate the lump sum
Actuarial Equivalent of the Target Benefit payable as a life annuity beginning
at the Target Retirement Date.


 


(c)   Calculate the present value of
the lump sum Actuarial Equivalent to the Target Benefit for the Plan Year.


 


(d)   Calculate the Participant’s
Account Balance as of December 31 of the Plan Year after the Account
Balance has been increased by the 9.0% Investment Credit.


 


(e)   The Annual Contribution Credit
shall equal the annual amount required to fund the difference in (c) and (d) by
the Target Retirement Date assuming the contribution increases 6.0% a year and
earns 9.0% a year.  In no event can the
Annual Contribution Credit be less than zero.


 


ARTICLE 4

Account Balance


 


The
Administrator shall cause an Account Balance to be maintained for each Plan
Participant. The Account Balance on January 1 of the first year that a
Participant commences participation is zero. On December 31 of each Plan
Year, the Account Balance at the beginning of the Plan Year will be increased
by a 9.0% Investment Credit. Following the Investment Credit the Account
Balance will be credited with the Annual Contribution Credit calculated for a
Participant. No Annual Contribution Credit will be provided if the Participant has
reached his or her Target Retirement Date. However, the Account Balance will
continue to be increased annually by the 9.0% Investment Credit. In addition,
the Account Balance will be reviewed periodically after the Target Retirement
Date to ensure that the Account Balance is not less than the Actuarial
Equivalent of the Target Retirement Benefit reflecting changes in Compensation
and actual service. If after the Target Retirement Date the Account Balance is
less than the Actuarial Equivalent of the Target Retirement Benefit the
Administrator will notify the Compensation Committee of the shortfall and
credit the Participant’s Account Balance annually 


 


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with the entire amount of such shortfall
until the Account Balance is at least Actuarially Equivalent to the Target
Benefit.


 


ARTICLE 5

Benefit Eligibility and Payment


 


5.1.          Voluntary
Termination of Employment or Retirement. 
If a Participant terminates employment or retirees from the Company the
Participant is eligible to receive his Account Balance.


 


5.2.          Death.
A Participant’s spouse will be the designated beneficiary under this Plan. If
the Participant is not married, the Participant may designate anyone else as
his or her designated beneficiary. Such designated beneficiary will be entitled
to receive as a death benefit the Participant’s Account Balance.


 


5.3.          Disability.
If a Participant shall become permanently and totally disabled the Participant
will be eligible to receive his Account Balance.  For Non-Grandfathered Accounts, a disability
will only include a situation that would allow a distribution under Code Section 409A(a)(2)(A)(ii).  Code Sections 409A(a)(2)(A)(ii) and
409A(a)(2)(C) provide that a Participant shall be considered “disabled”
only when he or she: (a) is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months; or (b) is, by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less
than 12 months, receiving income replacement benefits for a period of not less
than 3 months under an accident and health plan covering employees of the
Employer.  Except as noted above with
respect to


 


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Non-Grandfathered
Accounts, the Administrator will have the authority to determine if the
Participant is totally and permanently disabled. The Administrator shall have
the right to request any information the Administrator deems necessary so as to
determine if the if Participant is permanently and totally disabled. The
Participant must submit the information requested by the Administrator in order
to be eligible for a distribution.


 


5.4.          Payment
of Benefits.


 


(a)   If the Participant or the
designated survivor of a Participant is entitled to a Grandfathered Account, it
shall be paid in a single lump sum within 60 days following termination of
employment, death or disability.


 


(b)   With respect to
Non-Grandfathered Accounts: (i) a distribution may only commence as a
result of a termination of employment or service if such termination is also a
separation from service within the meaning of Code Section 409A(2)(a)(1) (“Separation”);
and (ii) to the extent that the Participant is a “key employee,” as
defined in Code Section 416(i), a distribution from any Non-Grandfathered
Account that is made as a result of a Separation may not commence until at
least 6 months after such Separation.


 


(c)   In lieu of a single payment the
Participant may elect to receive his Account Balance over a fixed number of
years not to exceed 10 years. To the extent that all or any portion of a
Participant’s Account Balance is paid in installments, each payment will equal
the Account Balance divided by the remaining number of years elected for payment.
During this payout period the Account Balance will continue to be credited with
a 9.0% Investment Credit for each year adjusting for the timing of the payments



 


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made.


 


(i)    With respect to Grandfathered
Accounts, a Participant may make such an election at any time prior to the
first day of the calendar year when payments commence.


 


(ii)   With respect to
Non-Grandfathered Accounts, a Participant must make such an election before the
first day of the calendar year when the Participant provides any services
associated with such additional benefit. 
Notwithstanding the preceding limitation, Participants were allowed to
make, revoke and/or modify elections for Non-Grandfathered Benefits between October 3,
2004 and December 31, 2008, in accordance with transitional guidance
issued by the Internal Revenue Service, including IRS Notice 2005-1, Notice
2006-79, Notice 2007-86 and the proposed regulations issued under Code Section 409A.


 


5.5.          Change
in Control. If a Participant experiences a Substantial Employment Change
following a Change in Control, the Participant’s Account Balance will be
immediately increased so that the Account Balance is not less than the lump sum
Actuarial Equivalent of the present value of the Target Retirement Benefit. The
Participant will be eligible for a distribution of his or her revised Account
Balance as any other terminated Participant.


 


5.6.          Termination
for Cause. Notwithstanding anything in this Plan to the contrary, if the Company
terminates a Participant’s employment for Cause, then the Company shall have no
obligation to such Participant or his or her spouse pursuant to this Plan, and
no payments of any kind shall thereafter be made by the Company to the
Participant hereunder.


 


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For purposes
of the foregoing, “Cause” means:


 


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


 


(b)   any material breach, as
determined by the Company, by the Participant of any employment agreement with
the Company or the policies of the Company or any of its subsidiaries or the
willful and persistent (after written notice to the Participant) failure or
refusal, as determined by the Company, of the Participant to perform his duties
or employment or comply with any lawful directives of the Board.


 


(c)   Conduct which the Company
determines amounts to gross neglect, willful misconduct or dishonesty; or


 


(d)   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, all as
determined by the Company.


 


ARTICLE 6

General Provisions


 


6.1.          Administration.
The Administrator of the Plan shall be the Company, which shall be the named
fiduciary responsible for the administration of the Plan. The Vice President
Employee of Human Resources of the Company or his delegate shall perform the responsibilities
for the Administrator. All decisions and determinations made by the
Administrator, the Compensation Committee or their delegates pursuant to their
duties and powers described in the Plan shall be conclusive and binding upon
all parties, The 


 


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Administrator,
the Compensation Committee and their delegates shall have sole discretion in
carrying out their responsibilities.


 


6.2.          Claims.


 


(a)   A Participant or the designated
survivor of a Participant shall make an application for benefits to the
Administrator.


 


(b)   In the event that the
Administrator denies, in whole or part, a claim for benefits by a Participant
or his designated survivor, the Administrator shall furnish notice of the
denial to the claimant, setting forth:


 


(1)   the specific reasons for the
denial,


 


(2)   specific reference to the
pertinent Plan provisions on which the denial is based,


 


(3)   a description of any additional
information necessary for the claimant to perfect the claim and an explanation
of why such information is necessary, and


 


(4)   appropriate information as to
the steps to be taken if the claimant wishes to submit his claim for review.


 


Such notice shall be forwarded to the claimant within 90 days of the
Administrator’s receipt of the claim; provided, however, that in special
circumstances the Administrator may extend the response period for up to an
additional 90 days, in which event it shall notify the claimant in writing of
the extension and shall specify the reason or reasons for the extension.


 


6.3.          Payment
to Guardian. If an amount is payable under this Plan to a minor or a person
declared incompetent or to a person incapable of handling the disposition of
property, the 


 


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Administrator
may direct payment of such amount to the guardian, legal representative or
person having the care and custody of such minor or incompetent person. The
Administrator may require proof of incompetency, minority, incapacity or
guardianship as it may deem appropriate prior to the distribution of the
amount. Such distribution shall completely discharge the Company from all
liability with respect to such amount.


 


6.4.          Withholding,
Payroll Taxes. A Company shall withhold from payments made under the Plan
any taxes required to be withheld from a Participant’s wages for the federal or
any state or local government.


 


6.5.          Source
of Funds. This Plan shall be unfunded, and payment of benefits hereunder
shall be made from the general assets of the Company. Any such asset that may
be set aside, earmarked or identified as being intended for the provision of
benefits hereunder shall remain an asset of the Company and shall be subject to
the claims of its general creditors. Each Participant shall be a general
creditor of the Company to the extent of the value of his benefit accrued
hereunder, but he shall have no right, title, or interest in any specific asset
that the Company may set aside or designate as intended to be applied to the
payment of benefits under this Plan. The Company’s obligation under the Plan
shall be merely that of an unfunded and unsecured promise of the Company to pay
money in the future.


 


6.6.          Nonalienation
of Benefits. Except as hereinafter provided with respect to marital
disputes, none of the benefits or rights of a Participant or any beneficiary of
a Participant shall be subject to the claim of any creditor, and in particular,
to the fullest extent permitted by law, all such benefits and rights shall be
free from attachment, garnishment 


 


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or any other
legal or equitable process available to any creditor of the Participant and the
beneficiary. Neither the Participant nor the beneficiary shall have the right
to alienate, anticipate, commute, pledge, encumber, or assign any of the
benefit or payments which he may expect to receive, contingency or otherwise,
under this Plan, except insofar as the form in which benefits are paid under Article 4
involves the Participant’s designation of a beneficiary to received payments
after the Participant’s death. In cases of marital dispute, the Administrator
will observe the terms of the Plan unless and until ordered to do otherwise by
a state or federal court. As a condition of participation, a Participant agrees
to hold the Company harmless from any harm that arises out of the Company’s
obeying the final order of any state or federal court, whether such order
effects a judgment of such court or is issued to enforce a judgment or order of
another court.


 


6.7.          Amendment
and Termination.


 


(a)   The Company reserves the right
to amend this Plan at any time and from time to time in any fashion and to
terminate it at will, by or pursuant to action of the Board or other governing
body. The Company reserves the right to terminate its participation in this
Plan at any time, by or pursuant to action of its Board or other governing
body.


 


(b)   No amendment or termination of
the Plan shall (without the Participant’s or beneficiary’s consent) alter the
Participant’s right to monthly payments that have commenced prior to the
effective date of such termination or amendment. The Company specifically
reserves the right to terminate or amend this Plan to eliminate the right of
any Participant to receive payment hereunder prior to the time when payments
are in pay status under this Plan. Notwithstanding the above, if the 


 


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Company is
liquidated, the Administrator shall have the right to determine any amounts
payable to a Participant or a beneficiary and to cause the amount so determined
to be paid in one or more installments or upon such other terms and conditions
and at such other time as the Administrator determines to be just and
equitable.


 


6.8.          No
Contract of Employment. Nothing contained herein shall be construed as
conferring upon any person the right to be employed or continue in the employ
of the Company.


 


6.9.          Applicable
Law. The provisions of this Plan shall be construed and interpreted
according to the laws of the State of Wisconsin.


 


6.10.        Successors.
The provisions of this Plan shall bind and inure to the benefit of each Company
and its successors and assigns. The term successors as used herein shall
include any corporate or other business entity which shall, whether by merger,
consolidation, purchase or otherwise acquire all or substantially all of the
business and assets of the Company, and successors of any such corporation or
other business entity


 


6.11.        409A
Compliance. To the extent applicable, the Company intends that this Plan
and any payments or benefits due hereunder comply with the provisions of Code Section 409A.  This Plan shall be administered by the
Company in a manner consistent with this intent, and any provision that would
cause this Plan to fail to satisfy Code Section 409A shall have no force
or effect until amended to comply with Code Section 409A (which amendment
may be retroactive to the extent permitted by Code Section 409A).


 


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IN WITNESS WHEREOF,
and as evidence to the adoption of the foregoing Plan, the Company has caused
the same to be executed by its duly authorized officer.


 


	
   

  	
  THE
  MANITOWOC COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  
					



 


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The:
Manitowoc Company, Inc.


Supplemental
Executive Retirement Plan


 


Appendix A


 


As of December 31,
2008, the following employees are Participants in the Manitowoc Company, Inc.
Supplemental Executive Retirement Plan.


 


Terry Growcock


 


Maurice Jones


 


Timothy Kraus


 


Carl Laurino


 


Thomas Musial


 


Glen Tellock