Exhibit 10.7(e)


 


THE MANITOWOC COMPANY, INC.


2004 NON-EMPLOYEE DIRECTOR STOCK
AND AWARDS PLAN


Amended December 17, 2008, Effective
January 1, 2005


 


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.


 


2

















 


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


 


3

















 


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.  Any
Award of Restricted Stock Units must be paid before March 15 of the
calendar year after the calendar year in which the recipient has a fully vested
right to such Restricted Stock Units.


 


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


 


4

















 


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
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 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.


 


5

















 


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; and (b) shall have the right,
exercisable by written notice to the Company within sixty (60) days


 


6

















 


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.


 


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


 


7

















 


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.


 


(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.


 


(h)                                 409A
Compliance.  Notwithstanding anything
to the contrary in this Plan document, any Award or any accompanying forms or
related material, the Plan is designed and intended to operate such that all
benefits hereunder are exempt from the application of Code Section 409A.  Any provisions of this Plan document, any
Award, or any related material which conflict with or would be deemed to
violate the preceding stated intent shall be deemed limited, as determined by
the Committee in order to ensure the results contemplated in this Section.


 


8

















 


Notwithstanding the
preceding statements, nothing in this Plan or any related document is intended
to provide individual participants or beneficiaries with any guaranty, warranty
or assurance of particular tax treatment for benefits 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 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


 


9

















 


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.


 


(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 


 


10

















 


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.


 


(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;


 


11

















 


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.


 


12