EXHIBIT 10.1


 








 


	
        Actuant Corporation

        N86 W12500 Westbrook Crossing

        Menomonee Falls

        WI 53051 USA

         

        P.O. Box 3241

        Milwaukee

        WI 53201-3241 USA

         

        262 293 1500 telephone

        262 293 7031 fax

        www.actuant.com

         




 


 


 


 


 


November 10, 2016


Rick T. Dillon


Dear Rick,


Offer and Position


We are very pleased to extend an
offer of employment to you for the position of Executive Vice President and Chief Financial Officer of Actuant Corporation, a Wisconsin
corporation (the "Company"). This offer of employment is conditioned on your satisfactory completion of certain
requirements, as more fully explained in this letter. Your employment is subject to the terms and conditions set forth in this
letter.


Duties


In your capacity as Chief Financial
Officer, you will perform duties and responsibilities that are commensurate with your position and such other duties as may be
assigned to you from time to time. You will report directly to Randy Baker, the Company’s Chief Executive Officer and President.
You agree to devote your full business time, attention and best efforts to the performance of your duties and to the furtherance
of the Company's interests. Notwithstanding the foregoing, nothing in this letter shall preclude you from devoting reasonable periods
of time to charitable and community activities and managing personal investment assets.


Start Date


Subject to satisfaction of all of
the conditions described in this letter, your anticipated start date is December 5, 2016 ("Start Date"). If you
prefer your Start Date to be earlier, we can accommodate that request if you are no longer being paid by your current employer.


Base Salary


In consideration of your services,
you will be paid an initial base salary of $450,000 per year, subject to review annually, payable in accordance with the standard
payroll practices of the Company and subject to all withholdings and deductions as required by law.


Annual Bonus


You will have an opportunity to
earn an annual cash bonus based on the achievement of the same performance objectives for fiscal 2017 currently in place for our
executive team members. For Fiscal 2017, your annual target cash bonus will be 70% of your base salary ($315,000) and you will
be treated as a full-year participant for fiscal year 2017. The Compensation Committee will establish your target bonus and performance
objectives on an annual basis going forward.




    	 



    	 



    

 


 


 


Equity Grants (LTI)


On the first day of the open trading
window in December 2016, you will be granted non-qualified stock options valued at $200,000 and restricted stock units valued at
$600,000, collectively referred to as the Equity Award (“Equity Award”). The restricted stock units will be
priced based on, the closing market price of the Company’s stock on the grant date and will vest ratably over two years.
The non-qualified stock options vest 50% after 3 years and 50% after 5 years from the date of the grant. The Equity Award will
be subject to the terms and conditions of the Actuant Corporation 2009 Omnibus Incentive Plan, as amended, and the specific award
agreements.


For each full fiscal year of employment,
you will be eligible to receive an annual equity award determined by the Board in its discretion. You will be eligible for an equity
award in January 2017 and will receive $550,000 of equity, awarded as 35% RSU’s, 35% Non-Qualified Stock Options and 30%
Performance Shares.


Signing Bonus


You will receive a $300,000 cash
signing bonus within 14 days of your first day of employment.


Matching Program


You will be entitled to participate
in the Company’s Investment/Matching Restricted Stock Grant Program for senior executives of the Company (the “Program”).
Under the Program the Company will grant one share of restricted stock or one restricted stock unit (the “Matching Shares”)
for every two shares of Company common stock purchased by you during the open trading windows in December 2016, March 2017 and
June 2017. The maximum value of the stock that may be purchased and subject to the Program is limited to $500,000 (maximum value
of Matching Shares is $250,000). The Matching Shares will cliff vest on the third anniversary of the grant date contingent on you
continuing to hold the purchased shares and remaining an employee with the Company; provided, however, that the Matching Shares
will fully vest in the event of (a) a termination of your employment without cause; or (b) your death or total and permanent disability.
All grants will be made pursuant to the Actuant Corporation 2009 Omnibus Incentive Plan, as amended.


Benefits and Perquisites


You will be eligible to participate
in the employee benefit plans and programs generally available to the Company's senior executives, including group medical, dental,
vision and life insurance, Supplemental Executive Retirement Program, 401K, automobile allowance, financial planning services,
annual executive physical, disability benefits and personal use of the company plane, subject to the terms and conditions of such
plans and programs. You will be entitled to four (4) weeks of paid vacation per year. The Company will also provide you executive
relocation services, inclusive of a home “buy-out” option. The Company reserves the right to amend, modify or terminate
any of its benefit plans or programs at any time and for any reason.




    	 



    	 



    

 


Withholding


All forms of compensation paid to
you as an employee of the Company shall be less all applicable withholdings.


Stock Ownership Requirements


As Chief Financial Officer of the
Company, you will be required to comply with the Company's Stock Ownership Requirements applicable to executive officers, which
requires the Chief Financial Officer to maintain stock ownership equal in value to at least three times base salary within three
years of the Start Date.


At-will Employment


Your employment with the Company
will be for no specific period of time. Rather, your employment will be at-will, meaning that you or the Company may terminate
the employment relationship at any time, with or without cause, and with or without notice and for any reason or no particular
reason. Although your compensation and benefits may change from time to time, the at-will nature of your employment may only
be changed by an express written agreement signed by an authorized officer of the Company.


Clawback


Any amounts payable hereunder are
subject to any policy (whether currently in existence or later adopted) established by the Company providing for clawback or recovery
of amounts that were paid to you. The Company will make any determination for clawback or recovery in its sole discretion and in
accordance with any applicable law or regulation.


Governing Law


This offer letter shall be governed
by the laws of Wisconsin, without regard to any state’s conflict of law principles.


Contingent Offer


This offer is contingent upon:


(a) Verification of your
right to work in the United States, as demonstrated by your completion of an I-9 form upon hire and your submission of acceptable
documentation (as noted on the I-9 form) verifying your identity and work authorization within three days of your Start Date;


(b) Completion of your
background check and drug screening with results satisfactory to the Company.


Representations


By accepting this offer, you represent
that you are able to accept this job and carry out the work that it would involve without breaching any legal restrictions on your
activities, such as non-competition, non-solicitation or other work-related restrictions




    	 



    	 



    

 


imposed by a current or former employer.
You also represent that you will inform the Company about any such restrictions and provide the Company with as much information
about them as possible, including any agreements between you and your current or former employer describing such restrictions on
your activities. You further confirm that you will not remove or take any documents or proprietary data or materials of any kind,
electronic or otherwise, with you from your current or former employer to the Company without written authorization from your current
or former employer, nor will you use or disclose any such confidential information during the course and scope of your employment
with the Company. If you have any questions about the ownership of particular documents or other information, you should discuss
such questions with your former employer before removing or copying the documents or information.


If you have any questions about
the above details, please call me. If the foregoing is acceptable, please sign below and return this letter to me. This offer is
open for you to accept until 10:00 a.m. on Monday, November 14, 2016, at which time it will be deemed to be withdrawn.


 


Yours sincerely,


 


ACTUANT CORPORATION


 


 


By: /s/ Eugene E. Skogg


 


Its: EVP Human Resources


 


Acceptance of Offer


I have read, understood and accept
all the terms of the offer of employment as set forth in the foregoing letter. I have not relied on any agreements or representations,
express or implied, that are not set forth expressly in the foregoing letter, and this letter supersedes all prior and contemporaneous
understandings, agreements, representations and warranties, both written and oral, with respect to the subject matter of this letter.


RICK T. DILLON


Signed: Rick T. Dillon


Date 11-14-2016