Exhibit
10.2


 


THE
MANITOWOC COMPANY, INC.


NON-QUALIFIED
STOCK OPTION AGREEMENT WITH VESTING PROVISIONS


 


THIS
NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”), dated the       
day of (date), is granted by THE MANITOWOC
COMPANY, INC. (the “Company”) to        (name) (the “Optionee”) pursuant to the Company’s 2003
Incentive Stock and Awards Plan (the “Plan”).


 


WHEREAS, the
Company believes it to be in the best interests of the Company, its
subsidiaries and its shareholders for its officers and other key employees,
consultants, or advisors to obtain or increase their stock ownership interest
in the Company so that they will have a greater incentive to work for and
manage the Company’s affairs in such a way that its shares may become more
valuable; and


 


WHEREAS, the
Optionee is employed by the Company or one of its subsidiaries as an officer or
other key employee and has been selected by the Committee to receive an option;


 


NOW,
THEREFORE, in consideration of the premises and of the services to be performed
by the Optionee, the Company and the Optionee hereby agree as follows:


 


1.             OPTION
GRANT


 


Subject to the
terms of this Agreement and the Plan, the Company grants to the Optionee an
option to purchase a total of (#      ) (number) shares of Common Stock of the Company at a price of
      (price) per
share (100% of the Fair Market Value of the shares on
the date of grant).  This
option is not intended to qualify as an “incentive stock option” within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended.


 


2.             TIME
OF EXERCISE


 


Subject to the
termination provisions of paragraph 3, the Optionee may purchase (#      ) (25% of
the number granted) of the option shares on or after       
(second anniversary of date of grant),
may purchase an additional (#      ) ( 25% of the number granted) of the option shares on or
after        (third anniversary of the
date of grant), may purchase
an additional (#      ) (25% of the number granted ) of the option shares on or
after        (fourth anniversary of the
date of grant), and may purchase an additional (#      )
(25% of the number granted) of the
option shares on or after        (fifth anniversary of the date of grant) provided that the
Optionee is an employee of the Company and its subsidiaries on such date.  If the Optionee terminates employment from
the Company and its subsidiaries for any reason other than death, Disability,
or Retirement, only those option shares for which the right to purchase has
accrued as of the date of such termination may be purchased after such
termination (subject to the provisions of paragraph 3).  If the Optionee terminates employment from
the Company and its subsidiaries due to death, Disability, or Retirement, then
all of the Optionee’s option shares may be purchased after such termination
(subject to the provisions of paragraph 3). 
The Committee, in its sole discretion, may accelerate the right to
purchase all or any portion of an


 





















 


Optionee’s
option shares under such terms as the Committee deems appropriate upon termination
of employment for any reason other than for Cause.  If the Optionee takes an unpaid leave of
absence, then the Committee may defer the dates on which the Optionee may first
purchase the option shares to take into account such leave of absence.


 


3.             TERMINATION
OF OPTION


 


The Optionee
may not exercise this option after, and this option will terminate without
notice to the Optionee on, the earlier of:


 


a.             Six
(6) months after the date of the Optionee’s termination of employment from the
Company and its subsidiaries for any reason other than for Cause or due to
Disability, death or Retirement; the Committee may, in its discretion, extend
this period an additional (6) months;


 


b.             The
date the Company or one of its subsidiaries terminates Optionee’s employment
for Cause;


 


c.             Twelve
(12) months after the date of the Optionee’s termination of employment from the
Company and its subsidiaries by reason of death or Disability;


 


d.             Ten
(10) years after the Optionee terminates employment from the Company and its subsidiaries
on account of Retirement; or


 


e.             Ten
(10) years from the date of this Agreement.


 


For purposes of this paragraph 3, termination
shall occur at 11:59 P.M. (Central Time) on the applicable date described
above, except that if the Optionee is terminated for Cause, termination shall
occur immediately at the time of such termination.


 


4.             EXERCISE
PROCEDURES


 


a.             The
Optionee may exercise this option in whole or in part only with respect to any
shares for which the right to exercise shall have accrued pursuant to paragraph
2 and only so long as paragraph 3 does not prohibit such exercise.


 


b.             This
option may be exercised by delivering a written notice of option exercise to
the Company’s Human Resources Department at Manitowoc, Wisconsin, accompanied
by payment of the purchase price and such additional amount (if any) determined
by the Human Resources Department as necessary to satisfy the Company’s tax
withholding obligations, and such other documents or representations as the
Company may reasonably request to comply with securities, tax or other laws
then applicable to the exercise of the option. 
Delivery may be made in person, by nationally-recognized delivery
service that guarantees overnight delivery, or by facsimile. A notice of option
exercise that is received by the Human Resources Department after 11:59 P.M.
(Central Time) on the date of termination (as provided in paragraph 3) shall be
null and void.


 


2





















 


c.             No
Option Shares shall be issued until full payment of the purchase price therefor
has been made.  The Optionee may pay the
purchase price in one or more of the following forms:


 


i.              a
check payable to the order of the Company for the purchase price of the shares
being purchased; or


 


ii.             delivery
of shares of Common Stock (including by attestation) that the Optionee has
owned for at least six (6) months and that have a Fair Market Value (determined
on the date of delivery) equal to the purchase price of the shares being
purchased; or


 


iii.            delivery
(including by facsimile) to the Human Resources Department of the Company at
Manitowoc, Wisconsin, of an executed irrevocable option exercise form together
with irrevocable instructions, in a form acceptable to the Company, to a
broker-dealer to sell or margin a sufficient portion of the shares of Common
Stock issuable upon exercise of this option and deliver the sale or margin loan
proceeds directly to the Company to pay for the exercise price.


 


d.             The
Optionee may satisfy any tax withholding obligation of the Company arising from
the exercise of this option, in whole or in part, by paying such tax obligation
in cash or by check made payable to the Company, or by electing to have the
Company withhold shares of Common Stock having a Fair Market Value on the date
of exercise equal to the amount required to be withheld, subject to such rules
as the Committee may adopt.  In any
event, the Company reserves the right to withhold from any compensation
otherwise payable to the Optionee such amount as the Company determines is
necessary to satisfy the Company’s tax withholding obligations arising from the
exercise of this option.


 


3





















 


5.             DEFINITIONS


 


a.             “Cause”
means termination of employment as a result
of (i) the failure of the Optionee to perform or observe any of the
material terms or provisions of any written employment agreement between the
Optionee and the Company or its subsidiaries or, if no written agreement
exists, the gross dereliction of the Optionee’s duties with respect to the
Company; (ii) the failure of the Optionee to comply fully with the lawful
directives of the Board of Directors of the Company or its subsidiaries, as
applicable, or the officers or supervisory employees to whom the Optionee is
reporting; (iii) the Optionee’s dishonesty, misconduct, misappropriation of
funds, or disloyalty or disparagement of the Company, any of its subsidiaries,
or its management or employees; (iv) or (v) other proper cause determined in
good faith by the Committee.  Notwithstanding
the foregoing, if the Optionee is subject to a written agreement with the
Company or its subsidiaries that contains a definition of “Cause” that is
different than the definition provided herein, the definition of “Cause” in
such other agreement shall apply in lieu of the definition provided herein.


 


b.             “Disability”
means permanently and totally disabled within the meaning of Section 22(e)(3)
of the Internal Revenue Code of 1986, as amended.


 


c.             “Retirement”
means termination of employment from the Company and its subsidiaries on or
after reaching the earlier of age sixty (60) or the first of the month
following the date on which the Participant’s attained age plus years of
service with the Company and its subsidiaries equal eighty (80).


 


6.             OPTIONS
AS COLLATERAL


 


The Optionee
may not assign or mortgage this option, or pledge this option as any type of
security or collateral.  Any attempted
assignment, mortgage or pledge of this option in violation of this paragraph 6
will be null and void and have no legal effect.


 


7.             TRANSFERABILITY;
DEATH


 


a.             Except
as provided in paragraph 7(c), or as the Committee otherwise provides, the
Optionee may not transfer this option other than by will or the laws of descent
and distribution and only the Optionee may exercise this option during his or
her lifetime.  However, if the Committee
determines that the Optionee is unable to exercise this option as a result of
incapacity or Disability, then the Committee may permit the Optionee’s guardian
or an individual who has obtained an appropriate power of attorney to exercise
this option on behalf of the Optionee. 
In such an event, neither the Committee nor the Company will be liable
for any losses resulting from such exercise or from the disposition of shares
acquired upon such exercise.


 


b.             If
the Optionee dies while this option is outstanding, then the Optionee’s estate
or the person to whom this option passes by will or the laws of descent and
distribution may exercise this option in the manner described in paragraph 4,
but only within the period described in paragraph 3.


 


4





















 


c.             The
Optionee may transfer this option to (i) his or her spouse, children or
grandchildren (“Immediate Family Members”); (ii) a trust or trusts for the
exclusive benefit of such Immediate Family Members; or (iii) a partnership in
which such Immediate Family Members are the only partners.  The transfer will be effective only if the
Optionee receives no consideration for such transfer.  Subsequent transfers of the transferred
option are prohibited except transfers to those persons or entities to which
the Optionee could have transferred this option or transfers otherwise in
accordance with this paragraph 7.


 


d.             Following
any transfer (whether voluntarily or pursuant to will or the law of descent and
distribution) under this paragraph 7, this option shall continue to be subject
to the same terms and conditions as were applicable immediately prior to such
transfer, provided that for purposes of this Agreement, the term “Optionee” as
used in paragraphs 6, 8, 9, 10, 11 and 12 shall be deemed to refer to the
transferee. The Company disclaims any obligation to provide notice to any
person who has the right to exercise this option of circumstances triggering termination
of this option.


 


8.             REGISTRATION;
TRANSFER RESTRICTIONS


 


If the Company
is advised by its counsel that shares deliverable upon exercise of this option
are required to be registered under the Securities Act of 1933 (“Act”) or any
applicable state or foreign securities laws, or that delivery of the shares
must be accompanied or preceded by a prospectus meeting the requirements of
that Act or such state or foreign securities laws, then the Company will use
its best efforts to effect the registration or provide the prospectus within a
reasonable time following the Company’s receipt of written notice of option
exercise relating to this option, but delivery of shares by the Company may be
deferred until the registration is effected or the prospectus is
available.  The Optionee shall have no
interest in shares covered by this option until certificates for the shares are
issued.  Upon and after such issuance,
the Shares may not be sold or offered for sale except pursuant to an effective
registration statement under the Act or in a transaction, which in the opinion
of counsel for the Company, is exempt from the registration provisions of the
Act.


 


5





















 


9.             ADJUSTMENTS
AND CHANGE OF CONTROL


 


The number and
type of shares subject to this option and the option price may be adjusted, or
this option may be assumed, cancelled or otherwise changed, in the event of
certain transactions, as provided in Section 11 of the Plan.  Upon a change of control, as defined in the
Plan, the Optionee shall have the rights specified in Section 11 of the
Plan.


 


10.           AMENDMENT
OR MODIFICATION


 


Except as
provided in paragraph 9, no term or provision of this Agreement may be modified
or amended except as provided in Section 9 of the Plan.


 


11.           LIMITED
INTEREST


 


a.             The
Optionee shall have no rights as a shareholder as a result of the grant of the
option until this option is exercised, the exercise price and applicable
withholding taxes are paid, and the shares are issued thereunder.


 


b.             The
grant of this option shall not confer on the Optionee any right to continue as
an employee, nor interfere in any way with the right of the Company to
terminate the Optionee at any time.


 


c.             The
grant of this option shall not affect in any way the right or power of the
Company or any of its subsidiaries to make or authorize any or all adjustments,
recapitalizations, reorganizations, or other changes in the Company’s or any
subsidiary’s capital structure or its business, or any merger, consolidation or
business combination of the Company or any subsidiary, or any issuance or
modification of any term, condition, or covenant of any bond, debenture, debt,
preferred stock or other instrument ahead of or affecting the Common Stock or
the rights of the holders of Common Stock, or the dissolution or liquidation of
the Company or any subsidiary, or any sale or transfer of all or any part of
its assets or business or any other Company or subsidiary act or proceeding,
whether of a similar character or otherwise.


 


12.           GOVERNING
LAW


 


This Agreement
shall be governed by the internal laws of the state of Wisconsin as to all
matters, including but not limited to matters of validity, construction,
effect, performance and remedies.  Any
legal action or proceeding with respect to the Plan or this option may only be
brought and determined in a court sitting in the County of Manitowoc, or the
Federal District Court for the Eastern District of Wisconsin sitting in the
County of Milwaukee, in the State of Wisconsin. 
The Company may require that the action or proceeding be determined in a
bench trial.


 


ALL PARTIES
ACKNOWLEDGE THAT THIS OPTION IS GRANTED UNDER AND PURSUANT TO THE PLAN, WHICH
SHALL GOVERN ALL RIGHTS, INTERESTS, OBLIGATIONS, AND UNDERTAKINGS OF BOTH THE
COMPANY AND THE OPTIONEE.  IN THE EVENT
OF ANY INCONSISTENCY BETWEEN THE PROVISIONS OF THE PLAN AND THE PROVISIONS OF
THIS AGREEMENT, THE


 


6





















 


PROVISIONS OF
THE PLAN SHALL CONTROL.  ALL CAPITALIZED
TERMS NOT OTHERWISE DEFINED IN THIS OPTION SHALL HAVE THE MEANINGS ASSIGNED TO
SUCH TERMS IN THE PLAN.


 


13.           SEVERABILITY


 


If any
provision of this Agreement is or becomes or is deemed to be invalid, illegal
or unenforceable, or would disqualify this option under any law the Committee
deems applicable, then such provision will be construed or deemed amended to
conform to the applicable law, or if the Committee determines that the
provision cannot be construed or deemed amended without materially altering the
intent of this Agreement, then the provision will be stricken and the remainder
of this Agreement will remain in full force and effect.


 


14.           COUNTERPARTS


 


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


 


IN WITNESS
WHEREOF, the Company has caused this Agreement to be executed by its duly
authorized officer and the Optionee has executed this Agreement, all as of the
day and date first above written.


 


 


	
   

  	
  THE MANITOWOC COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Optionee]

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Social
  Security Number

  



 


7