Exhibit 10.2


 


THE
MANITOWOC COMPANY, INC.


 


DEFERRED
COMPENSATION PLAN


 


 


Effective June 30,
1993


 


and


 


Amended and Restated Through December 31,
2008


 

















 


Table of Contents


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1

  	
  PURPOSE AND
  EFFECTIVE DATE

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
  DEFINITIONS

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
  AGREEMENTS AND
  ELECTIONS TO DEFER

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
  INVESTMENT DIRECTIONS

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
  DISTRIBUTIONS

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
  ACCOUNTS

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7

  	
  EMPLOYER CONTRIBUTIONS

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8

  	
  MANITOWOC STOCK

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9

  	
  GENERAL
  PROVISIONS

  	
  16

  



 


 


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ARTICLE
1


PURPOSE
AND EFFECTIVE DATE


 


Section 1.1                                      Purpose.


 


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 non-employee 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 non-employee 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.


 


Section 1.2                                      Effective Date of
Plan and Prior Amendments.


 


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.  The Plan was further amended as of March 31,
2002, to modify investment options under the Plan and to simplify rules pertaining
to distribution elections.


 


Section 1.3                                      Grandfathered
Accounts and Code Section 409A.


 


Effective December 31, 2008, the Plan was amended and restated to
reflect the requirements of Code Section 409A, the Company’s good faith
compliance with Code Section 409A between October 3, 2004 and December 31,
2008 and other interim Plan amendments. 
All benefits that were earned and vested on or before December 31,
2004 are “grandfathered” within the meaning of IRS Notice 2005-1 and any
provision in this restated Plan document that would otherwise cause such
grandfathered amounts to be “materially modified” at anytime after October 3,
2004 shall be deemed amended or deleted to the extent necessary to ensure that
those amounts do not become subject to Code Section 409A.


 


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ARTICLE
2


DEFINITIONS


 


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


 


Section 2.1                                      Administrator.


 


“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.


 


Section 2.2                                      Agreement.


 


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


 


Section 2.3                                      Beneficiary.


 


“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 such Participant’s 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.


 


Section 2.4                                      Board.


 


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


 


Section 2.5                                      Change of Control.


 


“Change of Control” means, for Grandfathered Accounts, 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.


 


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(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 such
stockholder, and 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.


 


(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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For Non-Grandfathered Accounts, a “Change of Control” means the first
event that would be a “Change of Control” for a Grandfathered Account and
which would also satisfy the requirements of Code Section 409A(a)(2)(A)(v).


 


Section 2.6                                      Company.


 


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


 


Section 2.7                                      Code.


 


“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.


 


Section 2.8                                      Compensation.


 


“Compensation” means (i) for non-employee 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. 401(k) Retirement 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 401(k) Retirement Plan.


 


Section 2.9                                      Date.


 


“Date” means the date an Initial Agreement, a Modified Agreement, or a Form is
received by the Administrator.


 


Section 2.10                                Deferred Compensation
Account; Account; Sub-Account.


 


“Deferred Compensation Account” generally refers to a Participant’s
entire interest in the Plan.  “Account”
generally refers to a Participant’s entire interest in Program A and Program B,
separately.  “Sub-Account” means the
separate accounts maintained under Program B.


 


Section 2.11                                Disability.


 


“Disability” means: (a) for Grandfathered Accounts, a disability
as set forth in Code Section 22(e)(3); and (b) for Non-Grandfathered
Accounts, a situation that would allow a distribution under Code Section 409A(a)(2)(A)(ii).  Code Sections 409A(a)(2)(A)(ii) and
409A(a)(2)(C) provide that a Participant shall be considered “disabled”
only when he or she: (a) is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months; or (b) is, by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less
than 12 months, receiving income replacement benefits for a period of not less
than 3 months under an accident and health plan covering employees of the
Employer.


 


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Section 2.12                                Distribution Date.


 


“Distribution Date” means the date designated by a Participant in the
Participant’s Distribution Election Form for the commencement of payment
of amounts credited to the Participant’s Accounts.


 


Section 2.13                                Employer.


 


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


 


Section 2.14                                Employer Contribution.


 


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


 


Section 2.15                                Exchange Act.


 


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


 


Section 2.16                                Forms.


 


Each of the following, as approved by the
Administrator and properly completed by the Participant, is a “Form” under the
Plan:


 


(a)                                                          “Beneficiary
Designation Form” is used to designate a Participant’s Beneficiaries.  A Beneficiary Designation may, but is not
required, to specify the form of payment from those available under the
Plan.  A Beneficiary Designation may, but
is not required, to designate contingent Beneficiaries.


 


(b)                                                         “Distribution
Election Form” is used to designate the form and timing of distributions to be
made to a Participant from the Participant’s Accounts in the Plan.  Separate Distribution Election Forms may be
filed for a Participant’s Program A Account and Program B Account.  If only one Distribution Election Form is
on file with the Plan it shall apply to Accounts of the Participant in both
Program A and Program B.  No Distribution
Election Form other than the Form filed at the commencement of Plan
participation can be given effect until it has been on file with the
Administrator for 12 months.  For
Non-Grandfathered Accounts, a new or modified Distribution Election Form must
either: (i) meet one of the exemptions set forth in IRS Notice 2007-86,
Notice 2006-79 or Notice 2005-1; or (ii) further delay the commencement of
any amount previously deferred by a minimum of 5 additional years.


 


(c)                                                          “Hardship
Distribution Request Form” is used to request a hardship distribution of
amounts credited to a Participant’s Accounts. 
Hardship distributions shall be drawn from Program B and then Program A
Accounts, in that order.


 


(d)                                                         “New
Investment Direction Form” is used to change investment directions
prospectively under the Plan as to new deferral amounts.


 


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(e)                                                          “Investment
Transfer Form” is used to transfer funds from one Program B Sub-Account to
another.  Investment Transfer Forms
cannot be used in Program A effective March 31, 2002.


 


Section 2.18                                Grandfathered Account.


 


“Grandfathered Account” refers
to all or any part of a Participant’s Account that was earned and fully vested
as of December 31, 2004.  If, at any
time, this Plan, any Agreement, any Form or any other administrative
policy is amended or interpreted to cause a “material modification” that would
cause a Grandfathered Account to be subject to Code Section 409A, such
amendment, interpretation or change shall be deemed amended or modified to the
extent that no Grandfathered Amount will be subject to Code Section 409A.  If necessary to avoid the application of Code
Section 409A or to provide guidance as the result of the application of
the preceding provisions, the terms of the Plan, as in effect on October 3,
2004, shall apply to all Grandfathered Accounts.


 


Section 2.19                                Manitowoc
Stock.


 


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


 


Section 2.20                                Non-Grandfathered
Account.


 


“Non-Grandfathered Account”
refers to all or any part of a Participant’s Account that was not earned and
fully vested as of December 31, 2004. 
Non-Grandfathered Accounts are subject to Code Section 409A and the
provisions of this Plan shall be interpreted and applied with the intent to
ensure that no benefits are subject to taxation before the date when such
benefits are paid to a Participant or Beneficiary.  Nothing in this Plan, any Agreement, any Form or
related document shall be construed or interpreted as a guarantee of any
particular tax consequences.


 


Section 2.21                                Participant.


 


“Participant” means any
non-employee member of the Board and any eligible 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.”  For purposes of this Section, “highly
compensated employees” means any employee of an Employer who:  (a) for all Plan Years beginning on or
after January 1, 2004, has been employed by one or more Employer(s) for
at least one year at a salary grade of 210 or higher and who continues to be
employed by an Employer at such a salary grade on the last day of the preceding
Plan Year; or (b) for all Plan Years beginning before January 1,
2004, received Compensation in a Plan Year equal to or greater than the indexed
amount described in Code Section 414(q)(1).  Notwithstanding the preceding sentence, any
employee who was an eligible highly compensated employee and who made
contributions to the Plan during the 2003 Plan Year, shall continue to remain a
key employee for so long as the individual would have continued to satisfy the
eligibility requirements that were in effect prior to January 1,
2004.  An individual who temporarily
continues eligibility under this transition rule 


 


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and who later ceases to satisfy the prior
requirements must satisfy the new requirements in order to again be eligible to
participate in the Plan.  A Participant
who ceases to be a non-employee 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. Plan Year


 


Section 2.22                                Plan Year.


 


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


 


Section 2.23                                Program A.


 


“Program A,” effective March 31, 2002, is deemed to be solely
invested in Manitowoc Stock.  Any
dividends paid on shares of Manitowoc Stock deemed to be held under Program A
are deemed to be reinvested in Manitowoc Stock under Program A, in accordance
with rules and procedures established by the Administrator.  There are no investment options in Program
A.  Effective March 31, 2002, the
funds in Program A cannot be transferred at any time to Program B.  All distributions under the Plan from Program
A must be made in Manitowoc Stock, except fractional shares may be paid in
cash.  Any Manitowoc Stock that may be held
in trust pursuant to the Plan in connection with Program A will be held in a
trust that is completely separate from any trust that may hold assets pursuant
to the Plan in connection with Program B.


 


Section 2.24                                Program B.


 


“Program B,” effective March 31, 2002, is deemed to consist of
Sub-Accounts, each of which is deemed to be invested in a designated mutual
fund.  Any dividends paid on such mutual
funds shall be deemed to be reinvested in the applicable Sub-Account.  Manitowoc Stock is not an investment option
in Program B.  Funds deemed to be
invested pursuant to Program B cannot be transferred at any time to Program
A.  All distributions from Program B must
be made in cash.  Any assets that may be
held in trust pursuant to the Plan in connection with Program B will be held in
a trust that is completely separate from any trust that may hold assets
pursuant to the Plan in connection with Program A.


 


Section 2.25                                Retainer Fee.


 


“Retainer Fee” means those fees paid by the Company to non-employee
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 non-employee director on the first day of
such month for Plan purposes.


 


Section 2.26                                Rule 16b-3.


 


“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.


 


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Section 2.27                                Separation.


 


“Separation” means a “separation from service” within the meaning of
Code Section 409A(2)(A)(i).


 


ARTICLE
3


AGREEMENTS AND ELECTIONS TO DEFER


 


Section 3.1                                      Initial Deferrals.


 


Each new non-employee director and new key employee shall be entitled
to defer Compensation accruing on and after the first day of the month
following such person’s 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 persons shall be eligible to commence deferrals only
with respect to compensation that is earned, in whole or in part, as of the
first day of any subsequent Plan Year, provided their Initial Agreement Date is
before such date.  Notwithstanding the
preceding limitation, Participants were allowed to revoke and modify their
existing elections for Non-Grandfathered Benefits between October 3, 2004
and December 31, 2008, in accordance with transitional guidance issued by
the Internal Revenue Service, including IRS Notice 2005-1, Notice 2006-79,
Notice 2007-86 and the proposed regulations issued under Code Section 409A.  For Plan Years beginning after December 31,
2006, Participants may make a separate election with respect to such
performance-based compensation until 6 months before the end of the measurement
period for such compensation.  For
purposes of this provision, performance-based compensations has the meaning
provided in Code Section 409A(a)(4)(B)(iii).


 


Section 3.2                                      Termination of
Employment, Service or Status and Reinstatement.


 


A Participant has no further right to defer
Compensation under the Plan after termination of service to the Company as a
non-employee 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, the Participant shall be treated as a new employee (or director if
applicable) for all Plan purposes.


 


Section 3.3                                      Deferral
Percentages and Limitations.


 


A non-employee director Participant may make
a deferral election with respect to all or part of the non-employee director
Participant’s 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


 


8
















 


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.


 


Section 3.4                                      Necessary
Election Information and Documentation.


 


Each Participant shall provide as a part of
an Initial Agreement, and in a Modified Agreement, as necessary, supplemented
by appropriate Forms, the following information:


 


(a)                                  the
percentage of Compensation to be deferred;


 


(b)                                 the
percentage of deferred Compensation to be directed to Program A (the Manitowoc
Stock Program) or Program B (the Diversified Investment Program);


 


(c)                                  the
Program B Sub-Accounts to which deferred amounts are to be allocated;


 


(d)                                 the
Distribution Date;


 


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


 


(f)                                    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 Program
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.


 


Section 3.5                                      Increasing
Deferral Elections.


 


A Participant may increase the deferral
amount specified in the Participant’s 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.  For Plan Years beginning on or after 2007,
Participants may make a separate election with respect to such
performance-based compensation until 6 months before the end of the measurement
period for such compensation.  For
purposes of this provision, performance-based compensations has the meaning
provided in Code Section 409A(a)(4)(B)(iii).


 


Section 3.6                                      Reducing or
Revoking Deferral Elections.


 


A Participant may reduce, or completely
revoke, such Participant’s 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 


 


9

















 


reason for
the reduction/revocation constitutes an “unforeseeable emergency” within the
meaning of Code Section 409A(a)(2)(A)(vi). 
Further, to the extent permitted under Internal Revenue Service Notice
2005-1, an election to reduce or completely revoke a pre-2005 deferral election
shall become effective as soon as administratively feasible.  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 the Participant’s Account would otherwise be
entitled for the Plan Year in which such reduction or revocation occurred.  For Plan Years beginning on or after 2007,
Participants may make a separate election with respect to such
performance-based compensation until 6 months before the end of the measurement
period for such compensation.  For purposes
of this provision, performance-based compensations has the meaning provided in
Code Section 409A(a)(4)(B)(iii).


 


Section 3.7                                      Change of
Beneficiary.


 


A Participant shall be permitted at any time
to modify the Participant’s Beneficiary Designation Form.


 


ARTICLE 4


INVESTMENT
DIRECTIONS


 


Section 4.1                                      New Investment
Direction Form.


 


In connection with an Initial Agreement and thereafter, from time to
time as determined by the Participant (or a Beneficiary after the Participant’s
death), in accordance with Administrator rules, each Participant shall file a
New Investment Direction Form applicable to new deferral amounts to be
credited to the Participant’s Program B Account.  Such instructions shall be effective on the
first day of the month following the new Investment Direction Form Date.


 


Section 4.2                                      Sub-Account
Transfers.


 


A Participant (or a Beneficiary after the Participant’s death) may
transfer to one or more different Sub-Accounts in Program B all or a part (not
less than ten percent (10%)) of the amounts credited to the Participant in other
Program B Sub-Accounts by completing and executing an Investment Transfer Form and
submitting it to the Administrator.  Such
transfers among Program B Sub-Accounts shall become effective on the first day
of the calendar month following the Investment Transfer Form Date.


 


Section 4.3                                      No Transfers Out
of Program A After March 31, 2002.


 


Effective March 31, 2002, transfers into or out of Accounts in
Program A are not permitted.


 


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ARTICLE 5


DISTRIBUTIONS


 


Section 5.1                                      Distribution Forms.


 


Each Distribution Election Form shall designate the Distribution
Date applicable to the Participant’s Account governed by the election, and
whether distributions are to be made in a lump sum, in installments, or in a
combination thereof.  Each installment in
a series of installment distributions from a Non-Grandfathered Account shall be
treated as a separate individual distribution for purposes of applying the
change in distribution provisions set forth in this Plan and under Code Section 409A.  Distribution Election Forms are to be
completed at the time a Participant completes the Participant’s Initial
Agreement and may be modified thereafter, as the Participant may elect.  Modified Distribution Election Forms for
Grandfathered Accounts must be filed with the Administrator not less than 12
months before the modification can be permitted to be effective and
modifications by insiders must be approved in advance by the Administrator;
modified Distribution Election Forms for Non-Grandfathered Accounts that apply
to distributions made for any reason other than death, Disability or an “unforeseeable
emergency” must also provide that the new distribution date will be at least 5
years after the date when the distribution would have been made under the prior
Distribution Election Form.  Separate
Distribution Election Forms may be filed for each Program A Account and Program
B Account.  If only one Distribution Election
Form is on file with the Plan it shall apply to Accounts of the Participant
in both Program A and Program B.


 


Section 5.2                                      Distribution
Dates.


 


A Participant may designate as a Distribution Date the first day of the
calendar month following the date of the Participant’s death; the first day of
the calendar month following the date of the Participant’s Disability; 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
non-employee 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; the first day of any calendar month
specified by the Participant; or the earliest to occur of these dates.  For purposes of Non-Grandfathered Accounts: (a) a
distribution may only commence as a result of a termination of employment or
service if such termination is also a Separation, as defined above; and (b) to
the extent that the Participant is a “key employee,” as defined in Code Section 416(i),
a distribution from any Non-Grandfathered Account that is made as a result of a
Separation may not commence until at least 6 months after such Separation.


 


Section 5.3                                      Distribution
Forms.


 


A Participant shall direct whether distributions from an Account are to
be made in a lump sum, in no more than 180 monthly, 60 quarterly, or 15 annual
installments.  Each installment is
determined by dividing the applicable Account balance by the number of remaining
payments.  Each installment in a series
of installment distributions from a Non-Grandfathered Account shall be treated
as a separate individual distribution for purposes of applying the change in
distribution provisions set forth in this Plan and under Code Section 409A.  If a Participant receives a distribution on
an installment basis, amounts remaining in that Account before payment in full
is 


 


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completed shall continue to
accrue earnings and incur losses in accordance with the terms of the Plan.  Except as provided in Section 5.4, all
distributions shall be made to the Participant. 
Installment payments shall be made pro rata from each Account (including
any Sub-Accounts) holding assets subject to the installment method of payment.  Separate payment method elections for
Sub-Accounts in Program B are not permitted. 
The Administrator may determine minimum amounts applicable to any
periodic payment method to facilitate convenient administration of the Plan.


 


Section 5.4                                      Distributions
After Death.


 


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 of death the Participant was receiving distributions in
installments, the balance remaining in the Participant’s Account shall be
payable to the Participant’s Beneficiary. 
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 Beneficiary Designation specifies installment payments to the
Beneficiary.


 


Section 5.5                                      Distributions of
Manitowoc Stock.


 


All distributions from Program A shall be made in shares of Manitowoc
Stock, except that fractional shares may be paid in cash.  All distributions from Program B shall be
made in cash.  Any brokerage commissions
or transaction fees applicable to the sale of shares of Manitowoc Stock
distributed from Program A are the responsibility of the recipient of the
distribution.


 


Section 5.6                                      Hardship.


 


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 the Participant’s Account because of
hardship.  A distribution from a
Grandfathered Account shall be deemed to be because of hardship if such
distribution is necessary due to unanticipated events beyond the control of the
Participant (or Beneficiary) that would result in severe financial hardship to
the Participant (or Beneficiary) if the extraordinary distribution is not
permitted.  Any request by an insider for
a hardship distribution must be approved in advance by the Administrator.  A distribution from a Non-Grandfathered
Account shall be deemed to be because of hardship only if the circumstances
also constitute a “unforeseeable emergency” within the meaning of Code Section 409A(a)(2)(A)(vi).  In accordance with Code Section 409A(a)(2)(B)(ii),
such an unforeseeable emergency exists if the Participant suffers a severe financial
hardship resulting from: (a) an illness or accident of the Participant,
the Participant’s spouse or the Participant’s dependent (as defined in Code Section 152(a));
(b) the Participant’s loss of property due to casualty; or (c) other
similar extraordinary and unforeseeable circumstances arising from events
beyond the control of the Participant. 
Any hardship distribution from a Non-Grandfathered Account may not
exceed the amounts necessary to satisfy such emergency plus amounts necessary
to pay taxes reasonably anticipated as a result of the distribution, after
taking into account the extent to which such hardship may is or may be relieved
through reimbursement or compensation by insurance or otherwise or by
liquidation of 


 


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the Participant’s assets (to
the extent that the liquidation of such assets would not itself cause severe
financial hardship).


 


Section 5.7                                      Exchange Act
Compliance.


 


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


 


Section 5.8                                      Change of Control.


 


Any remaining balance in a Participant’s Account shall be distributed
in a single lump sum amount to the Participant, or the Participant’s
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.


 


ARTICLE
6


ACCOUNTS


 


Section 6.1                                      Participant
Program A and Program B Accounts.


 


The Employer shall establish Accounts under Program A and Program B for
each Participant having an interest in each Program.  Accounts in Program B shall be divided into
Sub-Accounts for each Participant as indicated by the Participant’s investment
directions in effect from time to time. 
The Employer shall credit to each Account and applicable Sub-Accounts,
any amounts deferred by a Participant under the Plan, including for key
employees any Employer Contribution allocable to the Participant’s Account
under Section 7.1.  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 7.1.  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.


 


Section 6.2                                      Immediate Vesting.


 


The Accounts of Participants in the Plan are immediately vested and
non-forfeitable.


 


Section 6.3                                      Account
Investments.


 


Accounts, including Sub-Accounts, established for Participants shall be
deemed to be fully invested at all times in the investment assigned to the
Account or Sub-Account.  The Employer
shall separately account for credited amounts as units of the designated
investment, having the value attributable to units of the designated investment
at all times, taking into 


 


13

















 


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.


 


Section 6.4                                      Participant
Account Statements.


 


The Administrator shall provide to each Participant, not less
frequently than semiannually, a statement with respect to each of the
Participant’s Accounts, including Sub-Accounts, in such form as the
Administrator determines to be appropriate, setting forth credited amounts
added during the reporting period, any units of each designated investment
attributable to each Account or Sub-Account and their current value, amounts
distributed to the Participant since the last report, the current balance to the
credit of such Participant in each Account and Sub-Account, and other
appropriate information.


 


Section 6.5                                      Investment
Options.


 


Program A is deemed to be invested solely in Manitowoc Stock.  Program B is divided into Sub-Accounts, each
of which is deemed to be invested in a designated mutual fund.  Each such Sub-Account is a separate
investment option under Program B.  The
investment options associated with Program B that are currently available are
set forth in the Summary Plan Information that is provided to each
Participant.  The Administrator shall,
from time to time, review the investment options available under Program B and
may, on a prospective basis, eliminate, modify, or otherwise change such
investment options.


 


ARTICLE 7


EMPLOYER
CONTRIBUTIONS


 


Section 7.1                                      Amount of
Employer Contributions.


 


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 the Participant’s
Employer for the Plan Year under the 401(k) Retirement Plan, subject to
the restrictions of Section 3.3 and Section 3.6.  If the Participant is not a participant in
the 401(k) Retirement 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.  Effective as of January 1, 2005, the
Employer also reserves the right to make such additional contributions as it
deems necessary or advisable to compensate any Participant who is adversely and
unexpectedly affected by any forfeitures, adjustments or other limitations
under any qualified retirement plan(s) maintained by the Employer.  Such contributions are wholly within the
discretion of the Employer and need not be made on a uniform or consistent
basis.


 


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Section 7.1             Crediting
Employer Contributions.


 


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 similar contributions to the 401(k) Retirement
Plan.


 


ARTICLE 8


MANITOWOC
STOCK


 


Section 8.1                                      Manitowoc Stock
Allocation and Adjustment.


 


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 Program A for each Participant, except
that any such adjustments to units credited to Program 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 Program A Account.


 


Section 8.2                                      Manitowoc Stock
Value.


 


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.


 


Section 8.3                                      No Stockholder
Rights.


 


Participants shall have no rights as a stockholder pertaining to
Manitowoc Stock units credited to their Program A 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 the Participant or the Participant’s
guardian or legal representative.


 


Section 8.4                                      Manitowoc Stock
Distributions.


 


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.


 


15

















 


ARTICLE
9


GENERAL
PROVISIONS


 


Section 9.1                                      Administration
and  Administrator Authority


 


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 and 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 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 with
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.


 


Section 9.2                                      General Creditor
Status, No Assignment and Exercise of Rights.


 


The right of the Participant or the Participant’s 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 the
Participant’s 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
the Participant or the Participant’s guardian or legal representative.


 


Section 9.3                                      Unfunded Plan.


 


This Plan is unfunded and is maintained by Employers primarily for the
purpose of providing deferred compensation for non-employee 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 


 


16

















 


shall be deemed to be secured
by any pledge of, or other encumbrance on, any property of the Company or any
Employer.


 


Section 9.4                                      Payment and
Withholding of Taxes.


 


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.


 


Section 9.5                                      Amendment and
Termination.


 


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 which such Participant 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.


 


Section 9.6                                      Initial Approval.


 


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.


 


Section 9.7                                      Administrative
Costs.


 


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


 


Section 9.8                                      Limitations on “Compensation”
Under the Plan.


 


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.


 


17

















 


Section 9.9                                      Severability.


 


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.


 


Section 9.10                                Binding Effect.


 


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.


 


Section 9.11                                Applicable Law.


 


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.


 


Section 9.21                                409A Compliance.


 


Notwithstanding anything to the contrary in this Plan document or any
accompanying forms or related material, the Plan is, with respect to
Non-Grandfathered Benefits, designed and intended to operate in compliance with
the requirements set forth in Internal Revenue Code § 409A and any
regulations or guidance issued thereunder. 
Any provisions of this Plan document, or any related material which
conflict with or would be deemed to violate Internal Revenue Code § 409A
shall be deemed limited, as determined by the Board in order to comply with
such requirements.  Notwithstanding such
intentions and provisions, nothing in this Plan or any related document is
intended to provide individual Participants or Beneficiaries with any guaranty,
warranty or assurance of particular tax treatment for benefits hereunder.


 


18