EXCHANGE, BUT ARE TRADED IN AN OVER-THE-COUNTER MARKET,
THE LAST SALES PRICE (OR, IF THERE IS NO LAST SALES PRICE REPORTED, THE AVERAGE
OF THE CLOSING BID AND ASKED PRICES) FOR THE SHARES ON THE PARTICULAR DATE, OR
ON THE LAST PRECEDING DATE ON WHICH THERE WAS A SALE OF SHARES ON THAT MARKET,
WILL BE USED.
IF THE SHARES ARE NEITHER LISTED ON A NATIONAL SECURITIES
EXCHANGE NOR TRADED IN AN OVER-THE-COUNTER MARKET, THE PRICE DETERMINED BY THE
COMMITTEE, IN ITS DISCRETION, WILL BE USED.
(P)
"NON-EMPLOYEE DIRECTOR" SHALL MEAN A MEMBER OF THE BOARD WHO IS
NOT AN EMPLOYEE OF THE COMPANY OR ANY AFFILIATE.
ONLY NON-EMPLOYEE DIRECTORS
SHALL BE ENTITLED TO RECEIVE AWARDS UNDER THIS PLAN.
11
(Q)
"OPTION" SHALL MEAN THE RIGHT TO PURCHASE SHARES AT A STATED PRICE
IN ACCORDANCE WITH THE TERMS OF THIS PLAN.
BECAUSE THIS PLAN WILL PROVIDE
BENEFITS ONLY FOR NON-EMPLOYEE DIRECTORS, ALL OPTIONS SHALL BE NON-QUALIFIED
STOCK OPTIONS.
(R)
"PERFORMANCE GOALS" MEANS ANY GOALS THE COMMITTEE ESTABLISHES
THAT RELATE TO ONE OR MORE OF THE FOLLOWING WITH RESPECT TO THE COMPANY OR ANY
ONE OR MORE SUBSIDIARIES OR OTHER BUSINESS UNITS: REVENUE; CASH FLOW; NET CASH
PROVIDED BY OPERATING ACTIVITIES; NET CASH PROVIDED BY OPERATING ACTIVITIES LESS
NET CASH USED IN INVESTING ACTIVITIES; COST OF GOODS SOLD; RATIO OF DEBT TO DEBT
PLUS EQUITY; PROFIT BEFORE TAX; GROSS PROFIT; NET PROFIT; NET SALES; EARNINGS
BEFORE INTEREST AND TAXES; EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND
AMORTIZATION; FAIR MARKET VALUE OF SHARES; BASIC EARNINGS PER SHARE; DILUTED
EARNINGS PER SHARE; RETURN ON SHAREHOLDER EQUITY; AVERAGE ACCOUNTS RECEIVABLE
(CALCULATED BY TAKING THE AVERAGE OF ACCOUNTS RECEIVABLE AT THE END OF EACH
MONTH); AVERAGE INVENTORIES (CALCULATED BY TAKING THE AVERAGE OF INVENTORIES AT
THE END OF EACH MONTH); RETURN ON AVERAGE TOTAL CAPITAL EMPLOYED; RETURN ON NET
ASSETS EMPLOYED BEFORE INTEREST AND TAXES; ECONOMIC VALUE ADDED; RETURN ON
YEAR-END EQUITY; LENGTH OF SERVICE ON THE BOARD; AND/OR SUCH OTHER GOALS AS THE
COMMITTEE MAY ESTABLISH IN ITS DISCRETION.
(S)
"PLAN" SHALL MEAN THE MANITOWOC COMPANY, INC. 2004 NON-EMPLOYEE
DIRECTOR STOCK AND AWARDS PLAN, AS SET FORTH HEREIN AND AS AMENDED FROM TIME TO
TIME.
(T)
"RESTRICTED STOCK" MEANS SHARES THAT ARE ISSUED TO A NON-EMPLOYEE
DIRECTOR UNDER THIS PLAN AND SUBJECT TO A RISK OF FORFEITURE AND/OR RESTRICTIONS
ON TRANSFER, WHICH MAY LAPSE UPON THE ACHIEVEMENT OR PARTIAL ACHIEVEMENT OF
PERFORMANCE GOALS DURING THE PERIOD SPECIFIED BY THE COMMITTEE AND/OR UPON THE
COMPLETION OF A PERIOD OF SERVICE, AS DETERMINED BY THE COMMITTEE.
(U)
"RESTRICTED STOCK UNITS" MEAN THE RIGHT TO RECEIVE SHARES AND/OR
RESTRICTED STOCK AT A FUTURE DATE, SUBJECT TO THE COMPLETION OF SUCH PERFORMANCE
GOALS AND/OR UPON THE COMPLETION OF A PERIOD OF SERVICE, AS THE COMMITTEE SHALL
ESTABLISH AS PART OF THE AWARD AGREEMENT.
PRIOR TO THE ACHIEVEMENT OF SUCH
PERFORMANCE GOALS AND/OR UPON THE COMPLETION OF A PERIOD OF SERVICE, THE
NON-EMPLOYEE DIRECTOR SHALL HAVE NO RIGHTS WITH RESPECT TO SUCH RESTRICTED STOCK
UNITS, EXCEPT AS SET FORTH