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    Exhibit 10.1


    


    PRIVILEGED
AND CONFIDENTIAL

    


    


    September 19,2008

    


    


    


    ,


    


    


    Re:       Change
in Control Agreement as revised to comply with

    Internal Revenue Code Section
409A

    


    Dear
:

    


    Columbus
McKinnon Corporation (the "Company") considers it essential to the best
interests of its stockholders to foster the continuous employment of key
management personnel.  In this connection, the Board of Directors of
the Company (the "Board") recognizes that, as is the case with many publicly
held corporations, the possibility of a Change in Control of the Company may
exist and that such possibility, and the uncertainty and questions which it may
raise among management, may result in the departure or distraction of management
personnel to the detriment of the Company and its stockholders.

    


    The Board
has determined that appropriate steps should be taken to reinforce and encourage
the continued attention and dedication of members of the Company's management,
including you, to their assigned duties without distraction in the face of
potentially disturbing circumstances arising from the possibility of a Change in
Control of the Company.

    


    In order
to induce you to remain in the employ of the Company in your current executive
position, the Company agrees that you shall receive the severance benefits set
forth in this letter agreement (the "Agreement") in the event your employment in
your current executive position with the Company is terminated under the
circumstances described below subsequent to a "Change in Control of the Company"
(as defined in Section 2).

    


    1.           Term of
Agreement.  This revision of the Change in Control Agreement
previously executed by you and the Company shall commence effective the date
hereof, and shall continue in effect through October 31, 2009; provided,
however, that commencing on November 1, 2009, and each November 1 thereafter,
the term of this Agreement shall automatically be extended for one additional
year unless, not later than April 30 of such year, the Company shall have given
notice that it does not wish to extend this Agreement; and provided, further,
that if a Change in Control of the Company, as defined in Section 2, shall have
occurred during the original or extended term of this Agreement, this Agreement
shall continue in effect for a period of not less than twenty-four (24) months
beyond the month in which such Change in Control occurred.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.           Change in
Control.

    


    (i)           Change in Control
Defined.   No benefits shall be payable hereunder unless
there shall have been a Change in Control of the Company, as set forth
below.  For purposes of this Agreement, a "Change in Control” of the
Company shall be deemed to have occurred if:

    


    (a)           Change in Share
Ownership—any  "Person," as such term is used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (other than the Company, any trustee or other fiduciary holding securities
under an employee benefit plan of the Company, or any Company owned, directly or
indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing 20% or more of either
(i) the then outstanding shares of common stock of the Company or (ii) the
combined voting power of the Company's then outstanding voting
securities;

    


    (b)           Change in Board
Membership—during any period of two consecutive years (not including any
period prior to the execution of this Agreement), individuals who at the
beginning of such period constitute the Board, and any new director (other than
a director designated by a person who has entered into an agreement with the
Company to effect a transaction described in paragraph (a), (c), (d) or (e) of
this Section 2) whose election by the Board or nomination for election by the
Company's stockholders was approved by a vote of at least two-thirds (2/3) of
the directors then still in office who either were directors at the beginning of
the period or whose election or nomination for election was previously so
approved, cease for any reason to constitute at least a majority
thereof;

    


    (c)           Reorganization Changing
Share Ownership—the stockholders of the Company approve a reorganization,
merger or consolidation of the Company with any other entity, other than (i) a
reorganization, 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 sixty percent (60%) of the
combined voting power of the voting securities of the Company or such surviving
entity outstanding immediately after such reorganization, merger or
consolidation or (ii) a reorganization, merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction) in which no
"person" (as herein above defined) beneficially owns, directly or indirectly,
20% or more of the combined voting power of the Company's then outstanding
voting securities;

    


    (d)           Disposition of Substantially
All Company Assets—any Person or Persons acquire all or substantially all
of the assets of the Company, whether in a single transaction or series of
transactions; or


    
      
         


      

      
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    (e)           Shareholders Approve
Dissolution etc.—the stockholders of the Company approve a plan of
dissolution or complete liquidation of the Company or an agreement for the sale
or disposition by the Company of all or substantially all of the Company's
assets.

    


    3.           Termination of Employment In
Connection With Change in Control.

    


    (i)           General.  If
any of the events described in Section 2 constituting a Change in Control of the
Company shall have occurred while this Agreement is in effect, you shall be
entitled to the benefits provided in Section 4(iii) upon termination of your
employment within six (6) months preceding or twenty-four (24) months following
such a Change in Control unless such termination is (i) because of your death or
Disability, (ii) by the Company for Cause, or (iii) by you other than for Good
Reason.  In the event your employment with the Company is terminated
for any reason more than six months before, or more than twenty-four months
after, a Change in Control of the Company, you shall not be entitled to any
benefits hereunder.

    


    (ii)           Disability.  If,
as a result of your incapacity due to physical or mental illness, you shall have
been absent from the full-time performance of your duties with the Company for
six (6) consecutive months, and within thirty (30) days after written Notice of
Termination is given (which may be given at any time after five (5) months of
such absence) you shall not have returned to the full-time performance of your
duties, your employment may be terminated for "Disability."

    


    (iii)           Cause.  Termination
by the Company of your employment for "Cause" shall mean
termination:

    


    (a) upon the commission by you of a
willful serious act, such as embezzlement, against the Company which is intended
to enrich you at the expense of the Company or upon your conviction of a felony
involving moral turpitude, or

    


    (b) in the event of willful, gross
neglect or willful, gross misconduct resulting in either case in material harm
to the Company, or a violation of the Company’s Code of Conduct.  For
purposes of this Section 3(iii), no act, or failure to act, on your part shall
be deemed "willful" unless done, or omitted to be done, by you not in good faith
and without reasonable belief that your action or omission was in the best
interest of the Company.

    


    (iv)           Good
Reason.  You shall be entitled to terminate your employment for
Good Reason.  For purposes of this Agreement, "Good Reason" shall
mean, without your express written consent, the occurrence before or after (and
reasonably connected to) a Change in Control of the Company of any of the
following circumstances provided that you give a Notice of Termination to the
Company describing the occurrence of the circumstance within 90 days after the
circumstance occurs and the Company fails to substantially correct the
circumstance  within 30 days after of such Notice of Termination is
given:


    
      
         


      

      
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    (a)           Material Reduction in Base
Pay—a material reduction by the Company in your annual base salary as in
effect on the date hereof or as the same may be increased from time to
time;

    


    (b)           Required
Relocation—the Company's requiring you to be based at a Company office
more than 50 miles farther from your principal residence than the Company's
offices at which you are principally employed immediately prior to the date of
the Change in Control except for required travel on the Company's business to an
extent substantially consistent with your present business travel
obligations;

    


    (c)           Failure to Pay
Compensation—the failure by the Company to pay to you any portion of your
current compensation within seven (7) days of the date such compensation is due
or any portion of your compensation under any deferred compensation program of
the Company within thirty (30) days of the date such compensation is
due;

    


    (d)           Failure to Comply with
Employment Termination Procedure—any purported termination of your
employment that is not effected pursuant to a Notice of Termination satisfying
the requirements of Section 3(v) hereof (and, if applicable, the requirements of
Section 3(iii) hereof), which purported termination shall not be effective for
purposes of this Agreement; or

    


    (e)           Diminution of Position
etc.—the assignment to you of any duties or responsibilities, or the
removal from you of any duties or responsibilities, that constitutes a material
diminution of your position, duties, responsibilities or status as in effect
preceding  such Change in Control.

    


    Your
right to terminate your employment pursuant to this Section 3(iv)
shall  not be affected by your incapacity due to physical or mental
illness.  Subject to the requirement that you give a Notice of
Termination to the Company within 90 days after the occurrence of a circumstance
constituting Good Reason, your continued employment shall not constitute consent
to, or a waiver of rights with respect to, any circumstance constituting Good
Reason hereunder.

    


    (v)           Notice of
Termination.  Any purported termination of your employment by
the Company or by you shall be communicated by written Notice of Termination to
the other party hereto in accordance with Section 6.  "Notice of
Termination" shall mean a notice that shall indicate the specific termination
provision in this Agreement relied upon and shall set forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of your
employment under the provision so indicated.

    


    (vi)           Date of
Termination.  "Date of Termination" shall mean

    


    (a)           Disability—if your
employment is terminated for Disability in accordance with Section 3(ii), thirty
(30) days after Notice of Termination is given (provided


    
      
         


      

      
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    that you
shall have been absent from the full-time performance of your duties and shall
not have returned to the full-time performance of your duties during such 30-day
period), and

    


    (b)           Other than
Disability—if your employment is terminated pursuant to Section 3(iii)
(Cause) or Section 3(iv) (Good Reason) hereof  or for any other reason
(other than Disability), the date specified in the Notice of Termination (which,
in the case of a termination for Cause shall not be less than thirty (30) days
from the date such Notice of Termination is given, and in the case of a
termination for Good Reason shall not be less than thirty (30) nor more than
sixty (60) days from the date such Notice of Termination is given).

    


    4.           Compensation Upon
Termination.  Following a Change in Control of the Company, you
shall be entitled to the following benefits during a period of Disability, or
upon termination of your employment within six (6) months preceding or
twenty-four (24) months following such a Change in Control:

    


    (i)           Disability.  During
any period that you are absent from the full-time performance of your duties
with the Company as a result of Disability, you shall receive the normal
benefits provided by the Company to employees in your classification in
connection with a Disability.  You shall not receive any additional
benefits under this Agreement.   Thereafter, or in the event your
employment shall be terminated by reason of your death, your benefits shall be
determined under the Company's retirement, insurance and other compensation
programs then in effect in accordance with the terms of such
programs.

    


    (ii)           Termination By Company For
Cause or By You Not for Good Reason.  If your employment shall
be terminated by the Company for Cause or by you other than for Good Reason, the
Company shall pay you your full base salary through the Date of Termination at
the rate in effect at the time Notice of Termination is given, plus all other
amounts to which you are entitled under any bonus or other compensation plan of
the Company at the time such payments are due, and the Company shall have no
further obligations to you under this Agreement.

    


    (iii)           Termination by Company Other
than for Cause or by You for Good Reason. If your employment by the
Company should be terminated by the Company other than for Cause or Disability
or if you should terminate your employment for Good Reason, you shall be
entitled to the benefits provided below:

    


    (a)           Salary and Bonus to Date of
Termination—the Company shall pay to you your full base salary through
the Date of Termination at the rate in effect at the time Notice of Termination
is given, plus all bonuses earned by you to the Date of Termination that you
would have received if you had remained in the employment of the Company
(including any bonus earned in the prior year but not yet paid and a pro rata
amount of any bonus earned during the year in which the Date of Termination
occurs, which shall be paid at the normal time), plus all other amounts to which
you are entitled under any compensation plan of the Company, at the time such
payments are due;


    
      
         


      

      
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    (b)           Lump Sum Severance
Pay—in lieu of any further salary payments to you for periods subsequent
to the Date of Termination, the Company shall pay as severance pay to you, at
the time specified in Section 4(iv), a lump sum severance payment (together with
the payments provided in paragraphs (c), (d) and (e) below, the "Severance
Payments") equal to three (3) times the sum of (i) your
highest annual rate of base salary in effect at any time before the Date of
Termination, and (ii) the greater of (x) the annual target bonus (annualized in
the case of any bonus paid with respect to a partial year) under the Company's
then current Executive Incentive Plan and Corporate Incentive Plan or any then
current similar plans (the "Management Incentive Plans") in effect on the Date
of Termination or (y) the annual target bonus (annualized in the case of any
bonus paid with respect to a partial year) under the Management Incentive Plans
in effect immediately prior to such Change in Control;

    


    (c)           Payment of Health Insurance
Cost—you will receive from the Company a lump sum payment, in cash, equal
to  times the monthly cost you would incur if you elected to receive
COBRA coverage under  all Company group health plans under which you
are receiving coverage at the time of your termination and you will be permitted
(but not required) to elect COBRA coverage under such plan or plans for any
period of time up to the maximum permitted under such plan or
plans;

    


    (d)           Payment In Lieu of Pension
Enhancement—you  will receive from the Company a cash lump sum
payment equal to the actuarial equivalent of the excess of:

    


               (1)  the
hypothetical pension benefit you would have accrued under the terms of the
Company Pension Plan (without regard to any amendment to the Plan made
subsequent to a Change in Control of the Company and on or prior to the Date of
Termination which amendment adversely affects in any manner the computation of
retirement benefits thereunder) determined as if you were fully vested
thereunder and as if you continued to be employed full-time by the Company until
the earlier of the  anniversary of your Date of Termination or your
attainment of Normal Retirement Age under the Company Pension Plan (the earlier
of the said two dates shall be your “Deemed Retirement Date”), over

    


    (2) your actual pension benefit
determined under the Company Pension Plan as of your Date of
Termination.

    


    For the
purpose of determining the excess amount in the preceding sentence: (1) your
hypothetical pension benefit and your actual pension benefit shall be calculated
as life annuities commencing on your Normal Retirement Date, (2) the
compensation used to compute the your hypothetical pension benefit shall be the
same as the compensation used to compute your actual pension benefit, as
determined under the Company Pension Plan, and (3) "actuarial equivalent" shall
be determined using the same methods and assumptions utilized under the Company
Pension Plan immediately prior to the Change in Control except that the lump sum
amount determined under this Section 4(iii)(d) shall be 


    
      
         


      

      
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    assumed
to be paid to you on your Deemed Retirement Date rather than the actual date of
payment.

    


    (e)           Outplacement
Services—the Company shall pay directly or reimburse you for the cost of
outplacement services with an outplacement firm selected by you for a period of
up to six months and for an amount not to exceed $25,000 provided that such
outplacement services must be received by you, and any reimbursable expenses
incurred by you submitted to the Company, within twenty-four (24) months
following your Date of Termination; and

    


    (f)           Stock Option
Vesting—unless otherwise provided in an equity award agreement, you shall
be fully vested as of the date of the Change in Control in any and all equity
awards (including but not limited to stock options and restricted stock) held by
you immediately prior to such Change in Control.

    


    (iv)           Time of
Payment.

    


    (a)  Direct Payment or
Reimbursement.  Amounts payable under Section 4(iii)(e)
(Outplacement Services) shall be paid directly by the  Company when
invoiced by the provider of outplacement services, or reimbursed within 10 days
after Company receives reasonable proof of payment of such services by
you.

    


               (b)  Lump Sum
Payments.  Subject to Section 14, the payments provided for in
Section 4(iii)(b) (Lump Sum Severance Pay), Section 4(iii)(c) (Payment of Health
Insurance Cost) and 4(iii)(d) (Payment In Lieu of Pension Enhancement) shall be
made not later than the fifth (5th) day following the Date of Termination;
provided, however, that if the amounts of such payments cannot be finally
determined on or before such day, the Company shall pay to you on such day an
estimate, as determined in good faith by the Company, of the minimum amount of
such payments and shall pay the remainder of such payments (together with
interest at the rate provided in section 1274(b)(2)(B) of the Code) as soon as
the amount thereof can be determined but in no event later than the thirtieth
(30th) day after the Date of Termination.  In the event that the
amount of the estimated payments exceeds the amount subsequently determined to
have been due, such excess shall constitute a loan by the Company to you payable
on the fifth day after demand therefor by the Company (together with interest at
the rate provided in section 1274(b)(2)(B) of the Code).

    


    (v)           No Requirement to Mitigate
Payments.  You shall not be required to mitigate the amount of
any payment provided for in this Section 4 by seeking other employment or
otherwise, nor shall the amount of any payment or benefit provided for in this
Section 4 be reduced by any compensation earned by you as the result of
employment by another employer, by retirement benefits, by offset against any
amount claimed to be owed by you to the Company, or otherwise.


    
      
         


      

      
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    (vi)          Cut-Back to Avoid Excess
Parachute Payment.  Notwithstanding any provision of this
Agreement to the contrary, the aggregate present value of all "payments in the
nature of compensation" (within the meaning of Section 28OG of the Code)
provided to you in connection with a Change in Control of the Company or the
termination of your employment shall be one dollar less than the amount that is
fully deductible by the Company under Section 28OG of the Code and, to the
extent necessary, payments and benefits under this Agreement shall be reduced in
order that this limitation not be exceeded.  Such reduction shall be
taken from the lump sum severance pay otherwise payable to you under Section
4(iii)(b).  It is the intention of this Section 4(vi) to avoid excise
taxes on you under Section 4999 of the Code and the disallowance of a deduction
to the Company pursuant to Section 28OG of the Code.

    


    5.           Successors, Binding
Agreement.

    


    (i)           Company To Require Successor
To Assume Obligations.  The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the Company to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such
succession had taken place.  Failure of the Company to obtain such
assumption and agreement prior to the effectiveness of any such succession shall
be a breach of this Agreement and shall entitle you to compensation from the
Company in the same amount and on the same terms to which you would be entitled
hereunder if you had terminated your employment for Good Reason following a
Change in Control of the Company regardless of whether such succession
constitutes a “Change in Control” under section 2(i).  In order to
receive compensation under this Section 5, you must terminate your employment in
accordance with Section 3(iv) (including providing the Company or its successor
with a Notice of Termination within 90 days following the Company’s failure and
providing the Company with 30 days in which to correct its failure), however,
the failure of the Company to obtain such assumption and agreement prior to the
effectiveness of the succession shall be deemed the “Good Cause” that justifies
your termination of employment.  As used in this Agreement, "Company"
shall mean the Company as hereinbefore defined and any successor to its business
and/or assets as aforesaid which assumes and agrees to perform this Agreement by
operation of law, or otherwise.

    


    (ii)           Agreement To Benefit Your
Successors.  This Agreement shall inure to the benefit of and
be enforceable by you and your personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and
legatees.  If you should die while any amount would still be payable
to you hereunder had you continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement to
your devisee, legatee or other designee or, if there is no such designee, to
your estate.

    


    (iii)           Waiver of Defenses,
Presumption.  The Company expressly acknowledges and agrees
that you shall have a contractual right to the benefits provided hereunder, and
the Company expressly waives any ability, if possible, to deny liability for any
breach of its 


    
      
         


      

      
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    contractual
commitment hereunder upon the grounds of lack of consideration, accord and
satisfaction or any other defense.  In any dispute arising after a
Change in Control of the Company as to whether you are entitled to benefits
under this Agreement, there shall be a presumption that you are entitled to such
benefits and the burden of proving otherwise shall be on the
Company.

    


    (iv)           Payments Do Not Offset Other
Amounts Due from Company.  All benefits to be paid hereunder
shall be in addition to any Disability, workers' compensation, or other Company
benefit plan distribution, unpaid vacation or other unpaid benefits that you
have at the Date of Termination.

    


    (v)           Termination of Agreement by
Company.  Notwithstanding anything to the contrary contained in
this Agreement, in the event that the scope or extent of your employment duties
or responsibilities with the Company are reduced as determined by the Company in
its sole discretion, this Agreement shall terminate and the Company shall have
no further obligations to you hereunder.  The Company shall deliver to
you a written notice (the "Termination Notice") of such determination and this
Agreement shall terminate effective upon your receipt of the Termination Notice;
provided, however, that no Termination Notice shall be effective if delivered
within six (6) months prior to a Change in Control of the Company.

    


    6.           Notice.  For
the purpose of this Agreement, notices and all other communications provided for
in this Agreement shall be in writing and shall be deemed to have been duly
given when delivered or mailed by United States certified or registered mail,
return receipt requested, postage prepaid, addressed to the respective addresses
set forth on the first page of this Agreement, provided that all notice to the
Company shall be directed to the attention of the Board with a copy to the
Secretary of the Company, or to such other address as either party may have
furnished to the other in writing in accordance herewith, except that notice of
change of address shall be effective only upon receipt.

    


    7.           Miscellaneous.

    


    (i)  Amendment of
Agreement.  No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by you and such officer as may be specifically designated
by the Board.

    


    (ii)  Waivers Do Not Apply To
Subsequent Breaches.  No waiver by either party hereto at any
time of any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time.

    


    (iii)  Governing
Law.  The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of New
York without regard to its conflicts of law principles.


    
      
         


      

      
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    (iv)  References to
Statutes.  All references to sections of the Exchange Act or
the Code shall be deemed also to refer to any successor provisions to such
sections.

    


    (v)  Section
Headings.  Section, subsection and paragraph headings are for
convenience only and shall not be taken into account in the construal of this
Agreement.

    


    (vi)  Survival of Company’s
Obligations.  In the event of a Change in Control of the
Company during the term of this Agreement, the obligations of the Company under
Section 4 shall survive the expiration of the term of this Agreement consistent
with the periods referenced in Section 4.

    


    (vii)  Application of Code Section
409A.  This Agreement is intended to comply with Internal
Revenue Code Section 409A and shall be construed in such manner as to avoid a
violation of said Code section.

    


    8.           Validity.  The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
which shall remain in full force and effect.

    


    9.           Counterparts.  This
Agreement may be executed in several counterparts, each of which shall be deemed
to be an original but all of which together will constitute one and the same
instrument.

    


    10.           Resolution of
Disputes

    


    (i)           Arbitration.  Any
dispute or controversy arising under or in connection with this Agreement shall
be settled exclusively by arbitration, conducted before a panel of three
arbitrators in the State of New York, in accordance with the rules of the
American Arbitration Association then in effect.  Judgment may be
entered on the arbitrator's award in any court having jurisdiction.

    


    (ii)           Notification of a Dispute,
Procedure.  In the event that either party to this Agreement
seeks to dispute an action or inaction of the other party (including but not
limited to a claim of termination of your employment for a specified reason, a
claim that termination or Change in Control occurred on a specified date, or a
determination concerning an amount payable under Section 4), the party wishing
to dispute the action or inaction shall give notice to the other party that a
dispute exists.  In the case of a dispute regarding termination of
your employment, such notice shall be given within 15 days after any Notice of
Termination is given or, if the Notice of Termination is not properly given,
prior to the Date of Termination.  In the case of any other dispute,
such notice shall be given reasonably promptly after the disputing party becomes
aware (or would have become aware upon the exercise of reasonable diligence) of
the facts giving rise to the dispute.  Thereafter, you shall pursue
the resolution of such dispute with reasonable diligence including commencing an
arbitration proceeding in accordance with Section 10(i) within 


    
      
         


      

      
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    180 days
after the notice of dispute is given and pursuing resolution of the dispute
through the arbitration proceeding with reasonable diligence.  The
Company shall pay to you all reasonable legal fees and expenses incurred by you
in contesting or disputing any such termination or in seeking to obtain or
enforce any right or benefit provided by this Agreement provided that the Court
or arbitrators do not find that you acted in bad faith.

    


    (iii)           Date of
Termination.  The Date of Termination provided under Section
3(vi) shall not be changed as a result of a dispute concerning the termination
of your employment.

    


    (iv)           Delay in Payment of Amount
Due.  If the Company fails to pay any amount due under Section
4 in connection with the termination of your employment and you dispute such
failure, payment of such amount shall be made no later than the end of your
first taxable year in which the you and the Company enter into a legally binding
settlement of such dispute, the Company concedes that the amount is payable, or
the Company is required to make such payment pursuant to a final and
nonappealable judgment or other binding decision.

    


    11.           Entire
Agreement.  This Agreement sets forth the entire agreement of
the parties hereto in respect of the subject matter contained herein and during
the term of the Agreement supersedes the provisions of all prior Change in
Control agreements entered into between you and the Company and all other prior
agreements, promises, covenants, arrangements, communications, representations
or warranties, whether oral or written, by any officer, employee or
representative of any party hereto with respect to the subject matter
hereof.

    


    12.           Payments Net of
Withholding.  Any payments provided for hereunder shall be paid
net of any applicable withholding required under federal, state or local
law.

    


    13.           No Other Severance
Payments.  The benefits provided under this Agreement in the
event of a Change in Control are your exclusive severance
benefit.  Accordingly, you agree that you will not receive benefits
under any broad-based severance plan of the Company if you receive any severance
benefits under this Agreement.

    


    14.           Delayed Payment to Specified
Employee.  In the event that you are a “Specified Employee” on
your Date of Termination hereunder, no payment shall be made to you under this
Agreement until the day following the 6-month anniversary of your Date of
Termination.  The preceding sentence shall not apply to:

    


    (i)
payment  of  reasonable legal fees and expenses incurred by
you in connection with a dispute, in accordance with Section
3(vi)(c);

    


    (ii) payment of severance pay as
provided in Section 4(iii)(b) but only to the extent that such pay is paid on
account of involuntary separation from service, such pay does not exceed two
times the lesser of your annualized compensation or the amount that can be



    
      
         


      

      
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    taken
into account under Internal Revenue Code Section 401(a)(17) in the calendar year
in which occurs your Date of Termination, and such pay is paid on or before the
last day of the second calendar year following the calendar year in which occurs
your Date of Termination, all within the meaning of within the meaning of Treas.
Reg. Sec. 1.409A-1(b)(9)(iii);

    


    (iii) payment for outplacement services
in accordance with Section 4(iii)(e); or

    


    (v) the acceleration of vesting of any
equity award (that does not constitute a deferral of compensation under the Code
Section 409A regulations) in accordance with Section 4(iii)(f).

    


    You are a
“Specified Employee” if your Date of Termination occurs on or after July 1 of a
calendar year and you were a “key employee” within the meaning of Code Section
416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the regulations
thereunder and disregarding Code Section 416(i)(5)) at any time during the
12-consecutive month period ending on the preceding March 31.  If your
Date of Termination occurs in a given calendar year before July 1 of that year,
you are a Specified Employee” if you were a “key employee” (within the meaning
of the preceding sentence) on any day during the second preceding 12-consecutive
month period ending on the preceding March 31.

    


    If this
letter sets forth our agreement on the subject matter thereof, kindly sign and
return to the Company the enclosed copy of this letter, which will then
constitute our agreement on this subject.

    


    Sincerely,

    


    COLUMBUS
McKINNON CORPORATION

    


    


    By:      
____________________________

    Name:  Timothy
T. Tevens

    Title:     President
and Chief Executive Officer

    


    Agreed as
of the ______

    


    day of
__________________,
2008

    


    


    
______________________________________

    



    
      
         


      

      
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