COMMITTEE MEETING IN THE GIVEN
CALENDAR YEAR, SUCH THAT SALARY INCREASES FOR A COVERED OFFICER AFTER THE
FEBRUARY COMMITTEE MEETING ARE NOT CONSIDERED FOR SUCH YEAR.
NOTWITHSTANDING
THE FOREGOING, FOR A COVERED OFFICER WHOSE EMPLOYMENT TERMINATES PRIOR TO
DECEMBER 31 OF A CALENDAR YEAR, BASE PAY IS REDUCED TO A PRO-RATA AMOUNT BASED
ON THE PERIOD OF TIME ACTUALLY EMPLOYED DURING THE YEAR.
3.5
"TARGET BONUS AWARD" FOR THE YEAR MEANS THE
"TARGET BONUS PERCENTAGE" MULTIPLIED BY A PARTICIPANT'S BASE PAY.
3.6
"TARGET BONUS PERCENTAGE" IS DETERMINED BY A
PARTICIPANT'S CLASSIFICATION AS SHOWN ON EXHIBIT B.
3.7
"ACTUAL BONUS AWARD" FOR THE YEAR IN
QUESTION MEANS THE BONUS EARNED BY A PARTICIPANT AND IS COMPUTED AS THE ACTUAL
BONUS PERCENTAGE MULTIPLIED BY A PARTICIPANT'S BASE PAY FOR THE YEAR IN
QUESTION.
3.8
"ACTUAL BONUS PERCENTAGE" IS DETERMINED BY
MULTIPLYING THE TARGET BONUS PERCENTAGE BY THE BONUS PERFORMANCE VALUE.
3.9
"BONUS PERFORMANCE VALUE" IS AN AMOUNT
DETERMINED AS FOLLOWS:
(A)
BASE FORMULA.
"BONUS PERFORMANCE VALUE"
MEANS THE ACTUAL EVA MINUS THE TARGET EVA, DIVIDED BY THE LEVERAGE FACTOR, PLUS
1.0 [((ACTUAL EVA - TARGET EVA)/LEVERAGE FACTOR) + 1.0]; SUBJECT, HOWEVER, TO
THE FOLLOWING SUBPARAGRAPH (B).
(B)
FLOOR/CEILING.
IF THE CALCULATION OF THE
BONUS PERFORMANCE VALUE IS LESS THAN ZERO (0), THE BONUS PERFORMANCE VALUE SHALL
BE DEEMED TO BE ZERO (0) , AND IF THE CALCULATION OF THE BONUS PERFORMANCE VALUE
EXCEEDS 2.5, THE BONUS PERFORMANCE VALUE SHALL BE DEEMED TO BE 2.5.
3.10
"LEVERAGE FACTOR" IS THE NEGATIVE (POSITIVE)
DEVIATION FROM TARGET EVA NECESSARY BEFORE A ZERO (TWO TIMES TARGET) BONUS IS
EARNED.
THE LEVERAGE FACTORS ARE DETERMINED BY THE COMMITTEE AND WILL BE
EVALUATED AND RECALIBRATED, AS APPROPRIATE, NO LESS THAN EVERY THREE YEARS.
THE
LEVERAGE FACTOR MAY BE DIFFERENT FOR EACH PARTICIPATING GROUP.
5
3.11
"ADJUSTMENT GUIDELINES" ARE GUIDELINES THE
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS (COMMITTEE) WILL CONSIDER IN
DETERMINING THE POTENTIAL TREATMENT OF ANY MATERIAL, NON-RECURRING OR UNUSUAL
ITEMS (SEE EXHIBIT C).
3.12
A PARTICIPANT'S CLASSIFICATION IS DETERMINED BY
THE BOARD OF DIRECOTORS UPON RECOMMENDATION BY THE COMMITTEE FOR OFFICERS OF THE
MANITOWOC COMPANY, INC., AND BY THE SENIOR VP OF HR & ADMINISTRATION FOR ALL NEW
PARTICIPANTS BELOW THE LEVEL OF CORPORATE OFFICER.
ARTICLE IV
Payment of Actual Bonus Awards
4.1
BEGINNING WITH THE FISCAL 2008 PLAN YEAR,
ACTUAL BONUS AWARDS EARNED WILL BE FULLY PAID OUT AFTER THE END OF THE YEAR AT
SUCH TIME AS THE COMMITTEE BUT NOT LATER THAN MARCH 15 OF THE CALENDAR YEAR
FOLLOWING THE PERFORMANCE PERIOD, UNLESS (A) DEFERRED PURSUANT TO SECTION 4.2 OR
(B) OTHERWISE PERMITTED PURSUANT TO THE EXEMPTION PROVISIONS OF SECTION 409A OF
THE INTERNAL REVENUE CODE.
4.2
Notwithstanding the provisions of
Section 4.1, the Committee may permit or require a Participant to defer receipt
of the payment of an Actual Bonus Award to the extent provided under any
deferred compensation plan of the Company.
Notwithstanding the foregoing, any
deferral made in accordance with this Section 4.2 shall satisfy the rquirements
of Section