Exhibit
10.1


 


THE
MANITOWOC COMPANY, INC.


 


DEFERRED
COMPENSATION PLAN


 


1.                                       PURPOSE
AND EFFECTIVE DATE.


 


1                                          The
purpose of The Manitowoc Company, Inc. Deferred Compensation Plan (the “Plan”)
is to promote the best interests of The Manitowoc Company, Inc. (the “Company”)
and its subsidiaries and affiliates and the stockholders of the Company by (1)
attracting and retaining well-qualified persons for service as nonemployee
directors of the Company and promoting identity of interest between directors
and stockholders of the Company; and (2) attracting and retaining key
management employees possessing a strong interest in the successful operation
of The Manitowoc Company, Inc. and its subsidiaries and affiliates
(collectively referred to herein as the “Employer”) and encouraging their
continued loyalty, service, and counsel to the Employer.


 


It is intended that the Plan will allow participants
to elect voluntarily to defer and convert, in the case of nonemployee
directors, all or a portion of their retainer and meeting fees for services as
a director and, in the case of key employees, a portion of their compensation,
into Manitowoc Stock and other investments for payment upon retirement, death,
disability, or designated distribution date.


 


2                                          The
effective date of the Plan is June 30, 1993. 
The Plan was amended and restated on May 7, 1996, to permit
participation by key employees of subsidiaries adopting the Plan and on
February 18, 1997, to conform to Rule 16b-3.


 


2.                                       DEFINITIONS.


 


The following terms have
the following meanings unless the context clearly indicates otherwise:


 


1                                          “Administrator”
means a committee of the Board composed of not less than two directors, each of
whom shall qualify as a “Non-Employee Director” within the meaning of Rule
16b-3, or such other committee or officer of the Company designated by the
Board.


 


2                                          “Agreement”
means the written agreement entered into between the Employer and a
Participant, whereby the Participant agrees to defer a portion of his
Compensation pursuant to the provisions of the Plan and the Employer agrees to
make benefit payments in accordance with the terms of the Plan and such
Agreement.  An Agreement may be the
“Initial Agreement” applicable to a Participant or a “Modified Agreement” (in
form approved by the Administrator), properly completed and signed.


 

















 


3                                          “Beneficiary”
means the person or entity designated by the Participant to be the beneficiary
of the Deferred Compensation Account of the Participant.  If a valid designation of Beneficiary is not
in effect at the time of the death of a Participant, the estate of the
Participant is deemed to be the sole Beneficiary of such Account.  If a Participant dies before receiving full
distribution of his Account, any remaining distributions shall be made to the
Beneficiary.  If a Beneficiary dies
while entitled to receive distributions from the Plan, any remaining payments
shall be paid to the estate of the Beneficiary.  Beneficiary designations shall be in writing, filed with the
Administrator, and in such form as the Administrator may prescribe for this
purpose.


 


4                                          “Board”
means the Board of Directors of the Company.


 


5                                          “Change
of Control” means the first to occur of the following:


 


(a)                                                                                  The
acquisition by any person or entity, or group thereof acting in concert, of
beneficial ownership of securities of the Company which, together with
securities previously owned, confer upon the holder the voting power, on all
matters brought to a vote of stockholders, of thirty percent (30%) or more of
all the then outstanding shares of the Company.


 


(b)                                                                                 The
sale, assignment or transfer of assets (or earning power) of the Company or any
subsidiary or subsidiaries, in a transaction or series of transactions, to a
twenty percent (20%) stockholder (as herein defined) or any affiliate of a
twenty percent (20%) stockholder, if the aggregate market value thereof exceeds
fifty percent (50%) of the aggregate book value, determined by the Company in
accordance with generally accepted accounting principles, of all the assets (or
earning power) of the Company determined on a consolidated basis before such
transaction or the first of such transactions, unless the Board approved such
transaction or transactions before the date on which the twenty percent (20%)
stockholder became a twenty percent (20%) stockholder. For purposes of this
definition of Change of Control, a twenty percent (20%) stockholder means any
person, entity, or group of persons and/or entities acting in concert, who or
which, together with his, its or their affiliates and associates, is the
beneficial owner of securities of the Company which confer upon the holder the
voting power, on all matters brought to a vote of stockholders, of twenty
percent (20%) or more of all the then outstanding shares of the Company.


 


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(c)                                                                                  The
merger or consolidation of the Company (or of one or more subsidiaries of the
Company, in a transaction or series of transactions, if the aggregate book
value of the assets thereof exceeds fifty percent (50%) of the aggregate book
value of all the assets of the Company determined on a consolidated basis
before such transaction or the first of such transactions), with or into a
twenty percent (20%) stockholder or any affiliate of a twenty percent (20%)
stockholder, unless the Board approved such merger or consolidation before the
date on which the twenty percent (20%) stockholder first became a twenty
percent (20%) stockholder.


 


(d)                                                                                 The
dissolution of the Company, unless the Board approved such dissolution before
the date on which the twenty percent (20%) stockholder first became a twenty
percent (20%) stockholder.


 


(e)                                                                                  Change
in the composition of the Board after which a majority of the members thereof
are not continuing directors. 
Continuing director, for this purpose, means (i) any member of the Board
while such person is a member of the Board, who is not an acquiring person, or
an affiliate or associate of an acquiring person, or a representative of an
acquiring person or of any such affiliate or associate, and was a member of the
Board prior to July 4, 1993, or (ii) any person who subsequently becomes a
member of the Board, who is not an acquiring person, or an affiliate or
associate of an acquiring person, or a representative of an acquiring person or
of any such affiliate or associate, if such person’s nomination for election or
election to the Board is recommended or approved by a majority of the
continuing directors.  As used herein,
affiliate and associate shall have the respective meanings ascribed to such
terms in Rule 12b-2 under the Exchange Act.


 


(f)                                                                                    The
commencement (within the meaning of Rule 14d-2 of the General Rules and
Regulations under the Exchange Act) of a tender or exchange offer which, if
successful, would result in a change of control of the Company.


 


(g)                                                                                 A
determination by the Board, in view of then current circumstances or impending
events, that a change of control of the Company has occurred or is imminent,
which determination shall be made for the specific purpose of triggering the
operative provisions of the Company’s contingent employment agreements.


 


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6                                          “Company”
means The Manitowoc Company, Inc., a Wisconsin corporation, or any successor
corporation.


 


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


 


8                                          “Compensation”
means (i) for nonemployee director Participants, the Retainer Fee and (ii) for
key employee Participants, “Compensation” has the same meaning as the term
“eligible compensation,” as defined in The Manitowoc Company, Inc.  RSVP Profit Sharing Plan (the “RSVP Plan”)
and incorporated herein by this reference, without regard to the dollar limits
applied to that definition by Code Section 401(a)(17), and without regard to
whether such Participants are eligible to participate in the RSVP Plan.


 


9                                          “Date”
means the date an Initial Agreement, a Modified Agreement, an Investment
Election Change Form, a Transfer Election Form, or an Extraordinary
Distribution Request Form is received by the Administrator.


 


10                                    “Deferred
Compensation Account,” “Account,” or “Subaccount” means the accounts maintained
on the books of the Employer for each Participant.


 


11                                    “Disability”
means disability as set forth in Section 22(e)(3) of the Code.


 


12                                    “Distribution
Date” means the date designated by a Participant in accordance with Section 6
for the commencement of payment of amounts credited to his Account.


 


13                                    “Employer”
means the Company and each subsidiary and affiliate of the Company which adopts
this Plan.


 


14                                    “Employer
Contribution” means the amount of contribution which may be made each year on
behalf of key employee Participants, as described in Section 7.


 


15                                    “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time.


 


16                                    “Extraordinary
Distribution Request Form” means the Plan form (in the form approved by the
Administrator) properly completed and signed by a Participant (or a Beneficiary
after the Participant’s death) who wishes to request an extraordinary
distribution of amounts credited to his Account.


 


17                                    “Investment
Election Change Form” means the Plan form (in the form approved by the
Administrator) properly completed and signed by a Participant who wishes to change
his investment election prospectively as to new deposits to his Account.


 


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18                                    “Manitowoc
Stock” means the common stock, $.01 par value, of the Company.


 


19                                    “Participant”
means any nonemployee member of the Board and any key employee of an Employer
who has executed an Agreement.  Key
employee status for a Plan Year is determined as of the last day of the
immediately preceding Plan Year, or, as to newly-hired employees in their first
year of employment, at time of hire based on current base rate of pay.  Key employees, for all Plan purposes,
include only elected officers of the Company and other highly compensated
employees of an Employer who have Compensation in a Plan Year equal to or
greater than the indexed amount described in Code Section 414(q)(1)(c).  A Participant who ceases to be a nonemployee
director or a key employee shall cease making deferrals as of the first day of
the Plan Year following such loss of eligibility, but shall remain an inactive
Participant until all amounts due such person under the Plan have been
distributed in full.


20                                    “Plan
Year” means the fiscal year of the Company.


 


21                                    “Retainer
Fee” means those fees paid by the Company to nonemployee directors for services
rendered on the Board or any committee of the Board, including attendance fees
and fees for serving as committee chair. 
Any Retainer Fee payable for services during a month is deemed to accrue
to the nonemployee director on the first day of such month for Plan purposes.


 


22                                    “Rule
16b-3” means Rule 16b-3 of the General Rules and Regulations under the Exchange
Act as promulgated by the Securities Exchange Commission or its successor, as
amended and in effect from time to time.


 


23                                    “Transfer
Election Form” means a valid transfer election form (in the form approved by
the Administrator) properly completed and signed by a Participant who wishes to
transfer funds from one investment Subaccount to another.


 


3.                                       AGREEMENTS AND
ELECTIONS TO DEFER.


 


1                                          Each
nonemployee director and key employee as of July 3, 1993 is initially eligible
to defer Compensation accruing on and after August 1, 1993, provided such
Participant’s Initial Agreement Date is before that date.  Thereafter, such persons shall be eligible
to commence deferrals only on the first day of any subsequent Plan Year
provided their Initial Agreement Date is before such date.


 


2                                          Each
new nonemployee director and new key employee, on and after July 4, 1993, shall
be entitled to defer Compensation accruing on and after the first day of the
month following his Initial Agreement Date, provided such Initial Agreement
Date is not more than thirty (30) days after the Date such person initially
becomes eligible under the Plan. 
Thereafter, such


 


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persons shall be eligible to commence deferrals only as of the first
day of any subsequent Plan Year provided their Initial Agreement Date is before
such date.


 


3                                          A
Participant has no further right to defer Compensation under the Plan after termination
of service to the Company as a nonemployee director, or after termination of
employment in the case of all other Participants, or, if earlier, upon receipt
of written notice from the Administrator of revocation of an employee’s status
as a key employee.  Such revocations by
the Administrator are effective only upon the first day of the Plan Year
following the date that the employee is provided such written notice.  If a Participant terminates service with the
Employer and subsequently returns to service, he shall be treated as a new
employee (or director if applicable) for all Plan purposes.


 


4                                          A
nonemployee director Participant may make a deferral election with respect to
all or part of his Compensation, in increments of five percent (5%).  A key employee Participant may make separate
deferral elections, in whole percentages, with respect to regular pay and
incentive bonuses.  Deferral elections
shall not exceed forty percent (40%) of regular pay for any Plan Year and
deferral elections with regard to incentive bonuses are not subject to a
percentage maximum; provided, however, that the maximum amount of Compensation
of a key employee Participant for any Plan Year which may be considered for
purposes of determining the Employer contribution authorized by Section 7.1
shall not exceed twenty-five percent (25%) for any Plan Year.  Deferral elections remain in effect from
year to year until modified or revoked in accordance with Plan rules.


 


5                                          Each
Participant shall designate on his Initial Agreement the following information:


 


(a)                                                                                  the
percentage of Compensation to be deferred;


 


(b)                                                                                 the
Subaccounts to which the deferred amounts are to be allocated;


 


(c)                                                                                  the
Distribution Date;


 


(d)                                                                                 whether
distributions are to be in a lump sum, in installments, or a combination
thereof; and


 


(e)                                                                                  the
Participant’s Beneficiaries.


 


Persons subject to Section 16 of the Exchange Act shall be afforded a
further opportunity to determine in advance whether applicable withholding
requirements on amounts distributed from Subaccount A are to be satisfied by an
Employer through withholding of shares of Manitowoc Stock or whether the
Participant will provide cash from other sources for this purpose.


 


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6                                          A
Participant may increase the deferral amount specified in his Initial Agreement
by completing and executing a Modified Agreement and submitting it to the
Administrator.  Such Modified Agreement
shall be effective with respect to Compensation accruing on and after the first
day of the Plan Year beginning after the Date of the Modified Agreement.


 


7                                          A
Participant may reduce, or completely revoke, his deferral election by
completing and executing a Modified Agreement and submitting it to the
Administrator.  Such Modified Agreement
shall be effective with respect to Compensation accruing on and after the first
day of the Plan Year beginning after the Date of the Modified Agreement;
provided, however, that the effective date of such an election shall be the
first day of the month following the Date of the Modified Agreement if the
Participant establishes to the Administrator that the reason for the
reduction/revocation election is an unanticipated event or events beyond the
control of the Participant that would result in severe financial hardship to
the Participant if the reduction/revocation is not permitted.  In the event that the Administrator allows a
Participant to reduce or cease making deferral contributions under the Plan
other than on the first day of a Plan Year, the Participant shall forfeit any
Employer Contributions to which his Account would otherwise be entitled for the
Plan Year in which such reduction or revocation occurred.


 


8                                          A
Participant shall be permitted at any time to modify his Beneficiary election
by completing and executing a revised Beneficiary designation and submitting it
to the Administrator.


 


4.                                       INVESTMENT
DIRECTIONS.


 


1                                          In
connection with his Initial Agreement and thereafter, from time to time as
determined by the Participant (or a Beneficiary after the Participant’s death),
each Participant shall provide written investment directions indicating the
portion of such Participant’s deferred amount, including for key employees any
Employer contribution, that is to be allocated to Subaccount A or Subaccount B
(as such terms are hereinafter defined in Section 6.5) of the Participant’s
Account.  Any apportionment of newly
deposited funds to Subaccounts shall be in ten percent (10%) increments.


 


2                                          An
investment direction contained in an Initial Agreement and any Investment
Election Change Form shall become effective on the first day of the month
following the Initial Agreement Date or the Investment Election Change Date.


 


3                                          Subject
to the restrictions in Section 4.4, below, a Participant (or a Beneficiary
after the Participant’s death) may transfer to one or more different
Subaccounts all or a part (not less than ten percent (10%)) of the amounts
credited to a Subaccount by completing and executing a Transfer Election Form
and submitting it to the Administrator. 
Such transfers among Subaccounts shall become effective on the first day
of the calendar month following the Transfer Election Date.


 


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4                                          A
Participant who is subject to Section 16 of the Exchange Act may make transfers
of existing Account balances into or out of Subaccount A only if the transfer
is effected pursuant to an election made at least six (6) months after the date
of the Participant’s most recent opposite-way election making a transfer of
existing Account balances out of or into Subaccount A or existing account
balances out of or into the Company stock account under the RSVP Plan or any
other Company plan.


 


5.                                       DISTRIBUTIONS.


 


1                                          Each
Participant shall designate on his Initial Agreement one of the following dates
as Distribution Date with respect to amounts credited to his Account
thereafter:


 


(a)                                                                                  the
first day of the calendar month following the date of the Participant’s death;


 


(b)                                                                                 the
first day of the calendar month following the date of the Participant’s
Disability;


 


(c)                                                                                  the
first day of the calendar month following the date of termination of the
Participant’s service as a member of the Board if the Participant is a
nonemployee director; or, if the Participant is an employee of an Employer, the
first day of the calendar month following the date of termination of the
Participant’s employment with the Employer;


 


(d)                                                                                 the
first day of a calendar month specified by the Participant;


 


(e)                                                                                  the
earliest to occur of a, b, c, or d, or any combination of such options.


 


2                                          A
Participant shall direct on his Initial Agreement whether distributions from
his Account, or separately as to each Subaccount, are to be made in (i) a lump
sum or (ii) no more than one-hundred eighty (180) monthly, sixty (60)
quarterly, or fifteen (15) annual installments.  Each installment shall be determined by dividing the Account (or
Subaccount, if applicable) balance by the number of remaining
installments.  If a Participant receives
a distribution on an installment basis, amounts remaining in his Account (or
Subaccount, if applicable) before payment in full is completed shall continue
to accrue earnings and incur losses in accordance with the terms of the
Plan.  Except as provided in Section
5.3, all distributions shall be made to the Participant.


 


3                                          If
the Distribution Date is the first day of the month following the Participant’s
death or a fixed date which in fact occurs after the Participant’s death or if
at the time


 


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of death the Participant
was receiving distributions in installments, the balance remaining in the
Participant’s Account shall be payable to his Beneficiary.  Upon the death of a Beneficiary who is
receiving distributions in installments, the balance remaining in the Account
of the Beneficiary shall be payable to the estate of the Beneficiary.


 


4                                          All
distributions to Beneficiaries shall be in a lump sum except when the
Distribution Date is the first day of the month following the Participant’s
death and the Agreement specifies installment payments to the Beneficiary.


 


5                                          All
distributions from Subaccount A shall be made in shares of Manitowoc Stock
except that cash shall be distributed in lieu of fractional shares.  Distributions from any other Subaccount
shall be paid in cash.  Unless a
Participant has specified different distribution methods as to separate
Subaccounts, or in the case of extraordinary distributions as described below,
distributions will be deemed to be made from each Subaccount pro rata.


 


6                                          A
Participant may modify his election as to Distribution Date and distribution
form (to Participant and/or Beneficiary) with respect to Compensation accruing
in subsequent Plan Years by completing and executing a Modified Agreement and
submitting it to the Administrator.  A Participant
may make similar modifications and/or specify the maximum dollar amount to be
distributed to the Participant during any calendar year commencing prior to the
Participant’s termination of employment with an Employer, with respect to the
Participant’s accumulated Account, by completing and executing a Modified
Agreement and submitting it to the Administrator by no later than the close of
the calendar year preceding the calendar year in which distributions to the
Participant hereunder would otherwise commence.  No more than one modification under each of the two preceding
sentences shall be permitted unless the Administrator determines that a greater
number of modifications shall be made uniformly available to all Participants
on a prospective only basis.


 


7                                          Notwithstanding
the foregoing, a Participant (or Beneficiary after the death of the
Participant) may request an extraordinary distribution of all or part of the
amount credited to his Account because of hardship.  A distribution shall be deemed to be because of hardship if such
distribution is necessary due to unanticipated events beyond the control of the
Participant that would result in severe financial hardship to the Participant
if the extraordinary distribution is not permitted.


 


8                                          A
request for an extraordinary distribution shall be made by completing and
executing an Extraordinary Distribution Request Form and submitting it to the
Administrator.  All extraordinary
distributions shall be subject to approval by the Board.


 


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9                                          The
Extraordinary Distribution Request Form shall indicate:


 


(a)                                                                                  the
amount to be distributed from the Account;


 


(b)                                                                                 the
Subaccount(s) from which the distribution is to be made; and


 


(c)                                                                                  the
hardship requiring the distribution.


 


The amount of any
extraordinary distribution shall not exceed the amount determined by the Board
to be required to meet the hardship.


 


10                                    An
extraordinary distribution shall be made with respect to amounts credited to
all Subaccounts on the first day of the calendar month next following approval
of the extraordinary distribution request by the Board.


 


11                                    Notwithstanding
the foregoing, the Administrator may adopt any additional rules and modify
existing Plan rules and procedures, as necessary, to assure compliance with the
insider trading liability rules under Section 16 of the Exchange Act, as
amended and revised, and as in effect from time to time.


 


12                                    Any
remaining balance in a Participant’s Account shall be distributed in a single
lump sum amount to the Participant, or his Beneficiary if applicable, upon the
occurrence of a Change in Control of the Company.  Such distribution shall occur not later than thirty (30) days
following the date on which the Change in Control of the Company occurred and shall
include the accelerated distribution of any installment payments otherwise to
be paid.


 


6.                                       ACCOUNTS
AND SUBACCOUNTS.


 


1                                          The
Employer shall establish an Account, with one or more Subaccounts, on its books
for each Participant as specified by the Participant in his Agreement and shall
credit to each such Subaccount any amounts deferred to such Subaccount by the
Participant under the Plan, including for key employees any Employer
Contribution allocable to the Account. 
Such credits for deferred Compensation are to be made within a
reasonable time (not to exceed thirty (30) days) following the time that the
deferred Compensation, but for the Participant’s deferral election, would
otherwise have been paid or made available to the Participant.  The credits for Employer Contributions, if
any, shall be made as provided in Section 7. 
The Employer shall deduct amounts it is required to withhold on the
deferred Compensation at the time it is credited to a Participant’s Account,
under any state, federal, or local law for payroll or other taxes or charges,
from the Participant’s Compensation which is not deferred, to the maximum
extent possible, before reducing the amount of the Participant’s deferrals.


 


2                                          The
Accounts of Participants in the Plan are immediately vested and nonforfeitable.


 


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3                                          Subaccounts
established for Participants shall be deemed to be fully invested at all times
in the investment option assigned to the Subaccount, as such designations may
be revised from time to time in accordance with section 6.4, below.  The Employer shall separately account for
credited amounts as units of the designated investment vehicle having the value
attributable to units of the investment option at all times, taking into account
reinvestment of all dividends pertaining to such investment, but without
adjustment for any income tax consequences attributable to deemed Employer
ownership of such investments.


 


4                                          The
Administrator shall provide to each Participant, not less frequently than
semiannually, a statement with respect to each of his Subaccounts in such form
as the Administrator determines to be appropriate, setting forth credited
amounts added during the reporting period, any units of each investment option
attributable to each Subaccount and their current value, amounts distributed
from each Subaccount to the Participant since the last report, the current
balance to the credit of such Participant in each Subaccount, and other
appropriate information.


 


5                                          The
Subaccounts available under the Plan are as set forth below:


 


Subaccount A.                A bookkeeping
account whose value shall be based on investments in Manitowoc Stock.


 


Subaccount B.                  A bookkeeping
account whose value shall be based on investments in the Fidelity Investments Balanced
Fund Mutual Fund.


 


The Administrator shall, from time to time, review the investment
options available under the Plan and may, on a prospective basis, eliminate,
modify, or otherwise change such investment options, provided, however, that no
fewer than two (2) investment options shall at all times be made available
under the Plan including Manitowoc Stock one balanced mutual fund.


 


7.                                       EMPLOYER
CONTRIBUTIONS.


 


1                                          The
Employer shall credit to the Accounts of key employee Participants, in
accordance with their investment directions on file with the Plan, an Employer
Contribution equal to the amount of deferred compensation of a key employee for
a Plan Year multiplied by the rate, determined as a percentage of eligible
compensation, of fixed and variable profit sharing contributions plus one
percent (1%) that the Participant has received from his Employer for the Plan
Year under the RSVP Plan, subject to the restrictions of Section 3.7 and
Section 3.4.  If the Participant is not
a participant in the RSVP Plan, the amount of Employer contribution made on
behalf of the Participant shall be determined in a similar manner but with
regard to the qualified defined contribution retirement program in which the
Participant does participate, as determined by the Administrator.


 


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2                                          Such
Employer Contribution shall be credited to the Account of the eligible
Participant within a reasonable time (not to exceed thirty (30) days) following
the time the Employer deposits its contributions to the RSVP Plan.


 


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MANITOWOC STOCK.


 


1                                          The
amount of Manitowoc Stock which may be allocated to Participants’ Accounts
under the Plan is determined by the amount of Compensation deferred under the
Plan and the investment directions provided by Participants.  In the event of any merger, share exchange,
reorganization, consolidation, recapitalization, stock dividend, stock split or
other change in corporate structure affecting Manitowoc Stock, appropriate
adjustments shall be made to the units credited to Subaccount A for each
Participant, except that any such adjustments to units credited to Subaccount A
for each Participant subject to Section 16 shall be only such as is necessary
to maintain the proportionate interest of such Participant and preserve,
without exceeding, the value reflected by such Participant’s Subaccount A.


 


2                                          Plan
record keeping pertaining to Manitowoc Stock shall be based on the fair market
value of Manitowoc Stock.  Fair market
value per share of Manitowoc Stock on any given date is defined for Plan
purposes as the value, as determined by the Administrator, at which shares were
traded on that date in representative trades reported in the principal
consolidated transaction reporting system with respect to securities listed or
admitted to trading on The New York Stock Exchange on such date or, if no
Manitowoc Stock is traded on such date, the most recent date on which Manitowoc
Stock was traded.


 


3                                          Participants
shall have no rights as a stockholder pertaining to Manitowoc Stock units
credited to their Plan Accounts.  No
Manitowoc Stock unit nor any right or interest of a Participant under the Plan
in any Manitowoc Stock unit may be assigned, encumbered, or transferred, except
by will or the laws of descent and distribution.  The rights of a Participant hereunder with respect to any
Manitowoc Stock unit are exercisable during the Participant’s lifetime only by
him or his guardian or legal representative.


 


4                                          Any
shares of Manitowoc Stock distributed to Participants under the Plan shall be
subject to such stock transfer orders and other restrictions as the
Administrator may deem advisable under the rules, regulations and other
requirements of the Company, any stock exchange upon which Manitowoc Stock is
then listed and any applicable Federal, state or foreign securities law, and
the Administrator may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.


 


9.                                       GENERAL
PROVISIONS.


 


1                                          The
Administrator shall administer and interpret the Plan, and supervise
preparation of Agreements, forms, and any amendments thereto.  Interpretation of the Plan shall be within
the sole discretion of the Administrator and shall be final and binding upon
each Participant are Beneficiary.  The
Administrator may adopt and modify rules and regulations relating to the Plan
as it deems necessary or advisable for the administration of the Plan.  If the Administrator shall also be a
Participant or Beneficiary, any determinations affecting such person’s
participation in the Plan which would otherwise be made by the Administrator
shall be made by the Board or its


 


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delegate for this purpose.  If
at any time the Administrator is not composed of at least two “Non-Employee
Directors” within the meaning of Rule 16b-3, then all determinations affecting
participation by persons subject to Section 16 of the Exchange Act shall be
made by the Board.  Headings are given
to the sections of the Plan solely as a convenience to facilitate
reference.  The reference to any
statute, regulation, or other provision of law shall be construed to refer to
any amendment to or successor of such provision of law.  With regard to persons subject to Section 16
of the Exchange Act, transactions under the Plan are intended to comply will
all applicable conditions of Rule 16b-3 or its successor under the Exchange
Act.  The Plan shall be construed so that
transactions under the Plan will be exempt from Section 16 of the Exchange Act
pursuant to regulations and interpretations issued from time to time by the
Securities and Exchange Commission.


 


2                                          The
right of the Participant or his Beneficiary to receive a distribution hereunder
shall be an unsecured claim against the general assets of the Company or any
Employer and neither the Participant nor any Beneficiary shall have any rights
in or against any amount credited to his Account or any other specific assets
of the Company or any Employer.  The right
of a Participant or Beneficiary to the payment of benefits under this Plan
shall not be assigned, encumbered, or transferred, except by will or the laws
of descent and distribution.  The rights
of a Participant hereunder are exercisable during the Participant’s lifetime
only by him or his guardian or legal representative.


 


3                                          This
Plan is unfunded and is maintained by Employers primarily for the purpose of
providing deferred compensation for nonemployee directors of the Company and a
select group of management and highly compensated employees.  Nothing contained in this Plan and no action
taken pursuant to its terms shall create or be construed to create a trust of
any kind, or a fiduciary relationship between the Company or any Employer and
any Participant or Beneficiary, or any other person.  The Employers may authorize the creation of one or more trusts or
other arrangements to assist the Employers in meeting the obligations created
under the Plan.  Any liability to any
person with respect to the Plan shall be based solely upon any contractual
obligations that may be created pursuant to the Plan.  No obligation of an Employer hereunder shall be deemed to be
secured by any pledge of, or other encumbrance on, any property of the Company
or any Employer.


 


4                                          No
later than the date as of which an amount first becomes includible in the gross
income of the Participant for Federal income tax purposes with respect to any
participation under the Plan, the Participant shall pay to the Employer, or
make arrangements satisfactory to the Employer regarding the payment of, any
Federal, state, local or foreign taxes of any kind required by law to be
withheld with respect to such amount.


 


5                                          There
shall be no time limit on the duration of the Plan.  The Board may, at any time, amend or terminate the Plan without
the consent of the Participants or Beneficiaries, provided, however, that no
amendment or termination may reduce any Account balance accrued on behalf of a
Participant based on deferrals already made, or divest any Participant of
rights to


 


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which he would have been
entitled if the Plan had been terminated immediately prior to the effective
date of such amendment.  This Section
shall not, however, restrict the right of the Board to cause all Accounts to be
distributed in the event of Plan termination, provided all Participants and
Beneficiaries are treated in a uniform and nondiscriminatory manner in such
event.  In addition, no amendment may
become effective until stockholder approval is obtained if the amendment (i)
except as expressly provided in the Plan, materially increases the aggregate
number of shares of Manitowoc Stock that may be allocated in a Plan Year, (ii)
materially increases the benefits accruing to Participants under the Plan or
(iii) materially modifies the eligibility requirements for participation in the
Plan.


 


6                                          The
Plan will become effective on July 4, 1993, subject to approval by a majority
of the votes cast at a duly held meeting of the Company’s stockholders at which
a quorum representing a majority of all outstanding voting stock is, either in
person or by proxy, present.


 


7                                          Costs
of establishing and administering the Plan will be paid by the Employers in
such proportion as determined by the Treasurer.


 


8                                          Compensation
and Employer Contributions credited to an Account hereunder shall not be
considered “compensation” for the purpose of computing benefits under any
qualified retirement plan maintained by an Employer, but shall be considered
compensation for welfare benefit plans, such as life and disability insurance
programs sponsored by the Employers.


 


9                                          If
any of the provisions of the Plan shall be held to be invalid, or shall be
determined to be inconsistent with the purpose of the Plan, the remainder of
the Plan shall not be affected thereby.


 


10                                    This
Plan shall be binding upon and inure to the benefit of the Company and each
Employer, their successors and assigns and the Participants and their heirs,
executors, administrators, and legal representatives.


 


10.                                 This Plan shall be
construed in accordance with and governed by the law of the State of Wisconsin
to the extent not preempted by federal law.


 


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