Exhibit 10.6(c)


 


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 the Manitowoc Company, Inc.
Supplemental Executive Retirement Plan (the “Plan”), effective January 1,
2000, to read as follows:


 


ARTICLE I


 


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 will be selected by and designated in writing by the Compensation
Committee of the Board of Directors of the Company.


 


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. When a Participant becomes
eligible for a distribution from this plan, the participant may elect to
receive his benefit in a single lump sum or over a fixed period not to exceed
ten years.


 


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ARTICLE II


 


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 Section VI.


 


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


 


2.6                                 “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 change in
the majority of the Board, or (c) 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.


 


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


 


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2.8                                 “Compensation”
shall mean, for any Plan Year, a Participant’s regular base salary established
by the Company (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 payable for the Plan
Year. Compensation shall not include commissions, the value of fringe benefits
and other special awards or payments.


 


2.9                                 “Final
Average Compensation Target” shall mean the average of the five years of
projected Compensation ending on December 31 of the Plan Year before 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.


 


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


 


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


 


2.12                           “Plan
Year” shall be the calendar year.


 


2.13                           “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.


 


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2.14                           “Target
Retirement Benefit” is fifty-five percent (55%) of a Participant’s Final
Average Compensation Target. 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.


 


2.15                           “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.


 


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ARTICLE III


 


Annual Contribution Credit


 


3.1                                 The
Company shall have an Actuary calculate the Annual Contribution Credit in
accordance with this Article III. 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, which equals fifty-five percent (55%) of a
Participant’s Final Average Compensation Target.


 


b.              Calculate the lump
sum actuarially 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 actuarially 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% interest 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.


 


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ARTICLE IV


 


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% interest credit. Following the interest 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% interest 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 actuarially equivalent of
the Target Retirement Benefit reflecting changes in Compensation. 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
annually with one-fifth of such shortfall until the Account Balance is at least
actuarially equivalent to the Target Benefit.


 


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ARTICLE V


 


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. 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 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. If the Participant or the designated survivor of a Participant
is entitled to the Account Balance it shall be paid in a single lump sum within
60 days following termination of employment, death or disability. In lieu of a
single payment the Participant may elect to receive his Account Balance
over a fix number of years not to exceed 10 years. 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% interest credit for each year adjusting for the timing of the payments
made.


 


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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
actuarially 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.


 


For purposes of the foregoing, “Cause” means:


 


(i)                         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;


 


(ii)                      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 of directors of the Company.


 


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


 


(iv)                  Any
misappropriation of material property of the Company by the Participant or any
misappropriation of a corporate or business opportunity of the Company by the
Participant, all as determined by the Company.


 


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ARTICLE VI


 


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 Administrator, the 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.


 


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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 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 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, contigentcy or otherwise, under this Plan, except insofar as the form in
which benefits are paid under Section 4.2 involves the Participant’s
designation of a beneficiary to received payments after the Participant’s death.
In cases of marital dispute, the Administrator


 


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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 to the
Company’s board of directors. The Company reserves the right to terminate its
participation in this Plan at any time, by or pursuant to action of its Board
of Directors 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 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


 


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of the
business and assets of the Participation Company, and successors of any such
corporation or other business entity.


 


IN
WITNESS WHEREOF, and as evidence to the adoption of the foregoing Plan, the
Company have caused the same to be executed by their duly authorized officers.


 


	
  THE MANITOWOC
  COMPANY, INC.

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
				



 


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The Manitowoc Company, Inc.


Supplemental Executive Retirement Plan


 


Appendix A


 


As of January 1,
2000, the following employees are Participants in the Manitowoc Company, Inc.
Supplemental Executive Retirement Plan.


 


Terry
Growcock


Timothy
Kraus


Thomas
Musial


Glen
Tellock


 


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