Exhibit 10.7(c)
THE MANITOWOC COMPANY, INC.
2003 INCENTIVE STOCK AND AWARDS PLAN
Amended December 17, 2008,
Effective January 1, 2005
1.
Purpose and Construction .
(a)
Purpose . The Manitowoc Company, Inc. 2003
Incentive Stock and Awards Plan has two complementary purposes:
(i) to attract and retain outstanding people as officers,
employees, consultants and advisors and (ii) to increase
shareholder value. The Plan will provide participants
incentives to increase shareholder value by offering the
opportunity to acquire shares of the Company’s common stock,
receive monetary payments based on the value of such common stock,
or receive other incentive compensation, on the potentially
favorable terms that this Plan provides.
(b)
Definitions . All capitalized terms used in this Plan
have the meanings given in Section 13.
2.
Administration .
(a)
Committee Administration . The Committee has full
authority to administer this Plan, including the authority to
(i) interpret the provisions of this Plan,
(ii) prescribe, amend and rescind rules and regulations
relating to this Plan, (iii) correct any defect, supply any
omission, or reconcile any inconsistency in any Award or agreement
covering an Award in the manner and to the extent it deems
desirable to carry this Plan into effect, and (iv) make all
other determinations necessary or advisable for the administration
of this Plan. A majority of the members of the Committee will
constitute a quorum, and a majority of the Committee’s
members present at a meeting at which a quorum is present must make
all determinations of the Committee. The Committee may make
any determination under this Plan without notice or meeting of the
Committee by a writing that a majority of the Committee members
have signed. All Committee determinations are final and
binding.
(b)
Delegation to Other Committees or Officers . To the
extent applicable law permits, the Board may delegate to another
committee of the Board or to one or more officers of the Company
any or all of the authority and responsibility of the
Committee. However, no such delegation is permitted with
respect to individuals who are Section 16 Participants at the
time any such delegated authority or responsibility is
exercised. The Board also may delegate to another committee
of the Board consisting entirely of Non-Employee Directors any or
all of the authority and responsibility of the Committee with
respect to individuals who are Section 16 Participants.
If the Board has made such a delegation, then all references to the
Committee in this Plan include such other committee or one or more
officers to the extent of such delegation.
(c)
No Liability . No member of the Committee, and no
officer to whom a delegation under subsection (b) has been
made, will be liable for any act done, or determination made, by
the individual in good faith with respect to the Plan or any
Award. The Company will indemnify and hold harmless such
individual to the maximum extent that the law and the
Company’s bylaws permit.
3.
Eligibility . The Committee may designate from time to
time the Participants to receive Awards under this Plan. The
Committee’s designation of a Participant in any year will not
require the Committee to designate such person to receive an Award
in any other year. The Committee may consider such factors as
it deems pertinent in selecting a Participant and in determining
the types and amounts of Awards. In making such selection and
determination, factors the Committee may consider include:
(a) the Company’s financial condition;
(b) anticipated profits for the current or future years;
(c) the Participant’s contributions to the profitability
and development of the Company; and (d) other compensation
provided to the Participant.
4.
Discretionary Grants of Awards .
(a)
Terms and Conditions of Awards . Subject to the terms
of this Plan, the Committee has full power and authority to
determine: (i) the type or types of Awards to be granted to
each Participant; (ii) the number of Shares with respect to
which an Award is granted to a Participant, if applicable; and
(iii) any other terms and conditions of any Award granted to a
Participant. If the employment of a Participant shall
terminate by reason of death or Disability, as to Awards held by
the Participant as of the effective date of such termination of
employment, all Options and SARs which are not yet vested shall be
fully and immediately vested and exercisable, all restrictions on
Restricted Stock shall be accelerated and deemed to have lapsed,
and all Performance Goals applicable to Performance Shares or
Performance Units shall be deemed to have been achieved. If
the employment of a Participant shall terminate for any reason
other than death or Disability, as to Awards held by the
Participant of the effective date of such termination of
employment, unless the Committee, in its sole discretion, shall
otherwise determine, all nonvested Options and SARs, Restricted
Stock as to which all restrictions have not lapsed, and all
Performance Shares and Performance Units for which the Performance
Goals have not been fully satisfied shall be immediately
forfeited. If the Committee determines not to require such
immediate forfeiture, then the maximum exercise period which may be
permitted for Options and SARs following such employment
termination shall be the shorter of one year or the scheduled
expiration date of the Award.
(b)
Single or Tandem Awards . Awards under this Plan may
be granted either alone or in addition to, in tandem with, or in
substitution for any other Award (or any other award granted under
another plan of the Company or any Affiliate). Tandem Awards
may be granted either at the same time as, or at different times
from, the grant of the other Awards (or awards) to which they
relate.
5.
Shares Reserved under this Plan .
(a)
Plan Reserve . An aggregate of 3,000,000 Shares are
reserved for issuance under this Plan. As to Awards that are
(i) Restricted Stock, (ii) Performance Shares, or
(iii) Performance Units that are paid in Shares or the value
of which is based on the Fair Market Value of Shares, the Company
may not issue, or make payments as to, more than 1,000,000 Shares
in the aggregate. The limitations of this subsection are
subject to adjustments as provided in Section 11.
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(b)
Replenishment of Shares Under this Plan . The number
of Shares reserved for issuance under this Plan shall be reduced
only by the number of Shares delivered in payment or settlement of
Awards. If an Award lapses, expires, terminates or is
cancelled without the issuance of Shares under the Award, then the
Shares subject to, reserved for or delivered in payment in respect
of such Award may again be used for new Awards under this Plan as
determined under subsection (a), including issuance as Restricted
Stock or pursuant to incentive stock options. If Shares are
issued under any Award and the Company subsequently reacquires them
pursuant to rights reserved upon the issuance of the Shares, if
Shares are used in connection with the satisfaction of tax
obligations relating to an Award, or if previously owned Shares are
delivered to the Company in payment of the exercise price of an
Award, then the Shares subject to, reserved for or delivered in
payment in respect of such Award may again be used for new Awards
under this Plan as determined under subsection (a), including
issuance as Restricted Stock, but such shares may not be issued
pursuant to incentive stock options.
(c)
Addition of Shares from Predecessor Plan . After the
Effective Date of this Plan, if any Shares subject to awards
granted under The Manitowoc Company, Inc. 1995 Stock Plan
would again become available for new grants under the terms of such
prior plan if the prior plan were still in effect, then those
Shares will be available for the purpose of granting Awards under
this Plan, thereby increasing the Shares available under this Plan
as determined under the first sentence of subsection (a). Any
such Shares will not be available for future awards under the terms
of such prior plan.
(d)
Participant Limitations . Subject to adjustment as
provided in Section 11, no Participant may be granted Awards
under this Plan that could result in such Participant:
(i) receiving in any single fiscal year of the Company
Options, with or without any related Stock Appreciation Rights, or
Stock Appreciation Rights not related to Options, for more than
300,000 Shares, (ii) receiving Awards of Restricted Stock in
any single fiscal year of the Company relating to more than 200,000
Shares, (iii) receiving Performance Shares in any single
fiscal year of the Company relating to more than 200,000 Shares;
(iv) receiving Awards of Performance Units in any single
fiscal year of the Company with a designated dollar value that
exceeds $3,000,000 and/or receiving Awards of Performance Units in
any single fiscal year of the Company, the value of which is based
on the Fair Market Value of Shares, relating to more than 200,000
Shares. In all cases, determinations under this
Section 5 shall be made in a manner that is consistent with
the exemption for performance-based compensation that Code
Section 162(m) provides.
6.
Options and Stock Appreciation Rights .
(a)
Eligibility for Options . The Committee may grant
Options to any Participant it selects. The Committee must
specify whether the Option is an incentive stock option or a
nonqualified stock option, but only employees of the Company or a
Subsidiary may receive grants of incentive stock
options.
(b)
Exercise Price of Options . For each Option, the
Committee will establish the exercise price, which may not be less
than the Fair Market Value of the Shares subject to the Option as
determined on the date of grant. The Committee shall also
determine the method or methods by which, and the forms or forms,
including, without limitation, cash, Shares, other
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securities, other Awards, or
other property, or any combination thereof, having a Fair Market
Value on the exercise date equal to the relevant exercise price, in
which payment of the exercise price with respect to any Option may
be made or deemed to have been made.
(c)
Terms and Conditions of Options . Subject to the terms
of the Plan, an Option will be exercisable at such times and
subject to such conditions as the Committee specifies, except that
the Option must terminate no later than ten (10) years after
the date of grant. In all other respects, the terms of any
incentive stock option should comply with the provisions of Code
Section 422 except to the extent the Committee determines
otherwise.
(d)
Eligibility and Exercise Price for Stock Appreciation Rights
. The Committee may grant Stock Appreciation Rights to any
Participant it selects. Each Stock Appreciation Right may
relate to all or a portion of a specific Option granted under the
Plan and may be granted concurrently with the Option to which it
relates or at any time prior to the exercise, termination or
expiration of such Option (a “Tandem SAR”), or may be
granted independently of any Option, as determined by the
Committee. If the Stock Appreciation Right is granted
independently of an Option, the exercise price of such Stock
Appreciation Right shall be the Fair Market Value of a Share on the
date of grant; provided, however, that the Committee may, in its
discretion, fix an exercise price in excess of the Fair Market
Value of a Share on such grant date.
(e)
Upon Exercise of a Stock Appreciation Right . Upon
exercise of a Stock Appreciation Right, the Participant shall be
entitled to receive, without payment to the Company, either
(A) that number of Shares determined by dividing (i) the
total number of Shares subject to the Stock Appreciation Right
being exercised by the Participant, multiplied by the amount by
which the Fair Market Value of a Share on the day the right is
exercised exceeds the exercise price (such amount being hereinafter
referred to as the “Spread”), by (ii) the Fair
Market Value of a Share on the exercise date; or (B) cash in
an amount determined by multiplying (i) the total number of
Shares subject to the Stock Appreciation Right being exercised by
the Participant, by (ii) the amount of the Spread; or
(C) a combination of Shares and cash, in amounts determined as
set forth in clauses (A) and (B) above, as determined by
the Committee in its sole discretion; provided, however, that, in
the case of a Tandem SAR, the total number of Shares which may be
received upon exercise of a Stock Appreciation Right for Common
Stock shall not exceed the total number of Shares subject to the
related Option or portion thereof, and the total amount of cash
which may be received upon exercise of a Stock Appreciation Right
for cash shall not exceed the Fair Market Value on the date of
exercise of the total number of Shares subject to the related
Option or portion thereof.
(f)
Terms and Conditions of Stock Appreciation Rights .
Subject to the terms of the Plan, a Stock Appreciation Right will
be exercisable at such times and subject to such conditions as the
Committee specifies; provided, however, that a Tandem SAR shall not
be exercisable prior to or later than the time the related Option
could be exercised; and provided, further, that in any event a
Stock Appreciation Right shall terminate no later than ten
(10) years after the date of grant.
(g)
Tandem SARs and Options . With respect to Options
issued with Tandem SARs, the right of a Participant to exercise the
Tandem SAR shall be cancelled if and to the
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extent the related Option is exercised, and the
right of a Participant to exercise an Option shall be cancelled if
and to the extent that Shares covered by such Option are used to
calculate shares or cash received upon exercise of the Tandem
SAR.
7.
Restricted Stock, Performance Shares and Performance Units
.
(a)
Eligibility for Restricted Stock, Performance Shares and
Performance Units . The Committee may grant awards of
Restricted Stock, Performance Shares or Performance Units to
Participants the Committee selects.
(b)
Terms and Conditions . Subject to the terms of the
Plan, each award of Restricted Stock, Performance Shares or
Performance Units may be subject to such terms and conditions as
the Committee determines appropriate, including, without
limitation, a condition that one or more Performance Goals be
achieved for the Participant to realize all or a portion of the
benefit provided under the Award. However, an award of
Restricted Stock that requires the achievement of Performance Goals
must have a restriction period of at least one year, and an award
of Restricted Stock that is not subject to Performance Goals must
have a restriction period of at least three years. The
Committee may determine to pay Performance Units in cash, in
Shares, or in a combination of cash and Shares. Any Award of
Performance Units must be paid before March 15 of the calendar
year after the calendar year in which the recipient has a fully
vested right to such Performance Stock Units.
8.
Transferability . Except as otherwise provided in this
Section, or as the Committee otherwise provides, each Award granted
under this Plan is not transferable by a Participant other than by
will or the laws of descent and distribution, and during the
lifetime of the Participant such Awards may be exercised only by
the Participant or the Participant’s legal representative or
by the permitted transferee of such Participant as hereinafter
provided (or by the legal representative of such permitted
transferee). A Participant may transfer Awards 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 Participant receives no consideration for such transfer.
Subsequent transfers of transferred Awards are prohibited except
transfers to those persons or entities to which the Participant
could have transferred such Awards, or transfers otherwise in
accordance with this Section.
9.
Termination and Amendment of Plan; Amendment, Modification or
Cancellation of Awards .
(a)
Term of Plan . This Plan will terminate on, and no
Award may be granted after, the ten (10) year anniversary of
the Effective Date, unless the Board earlier terminates this Plan
pursuant to subsection (b).
(b)
Termination and Amendment . The Board may amend,
alter, suspend, discontinue or terminate this Plan at any time,
subject to the following limitations:
(i)
shareholders must approve any amendment of this Plan if required
by: (A) the rules and/or regulations promulgated under
Section 16 of the Exchange Act (for this Plan to remain
qualified under Rule 16b-3), (B) the Code
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or any
rules promulgated thereunder (to allow for incentive stock
options to be granted under this Plan or to enable the Company to
comply with the provisions of Code Section 162(m) so that
the Company can deduct compensation in excess of the limitation set
forth in that section), or (C) the listing requirements of the
New York Stock Exchange or any principal securities exchange or
market on which the Shares are then traded (to maintain the listing
or quotation of the Shares on that exchange); and
(ii)
shareholders must approve any of the following Plan amendments:
(A) an amendment to materially increase any number of Shares
specified in Section 5(a) or 5(d) (except as
permitted by Section 11); (B) an amendment to shorten the
restriction periods specified in Section 7(b); or (C) an
amendment to the provisions of Section 9(e).
(c)
Amendment, Modification or Cancellation of Awards .
Except as provided in subsection (e) and subject to the
requirements of this Plan, the Committee may waive any restrictions
or conditions applicable to any Award or the exercise of the Award,
and the Committee may modify, amend, or cancel any of the other
terms and conditions applicable to any Awards by mutual agreement
between the Committee and the Participant or any other persons as
may then have an interest in the Award, so long as any amendment or
modification does not increase the number of Shares issuable under
this Plan (except as permitted by Section 11), but the
Committee need not obtain Participant (or other interested party)
consent for the cancellation of an Award pursuant to the provisions
of Section 11(a). Notwithstanding anything to the
contrary in this Plan, the Committee shall have sole discretion to
alter the selected Performance Goals subject to shareholder
approval, to the extent required to qualify an Award for the
performance-based exemption provided by Code
Section 162(m) (or any successor provision
thereto). Notwithstanding the foregoing, in the event the
Committee determines it is advisable to grant an Award which does
not qualify for the performance-based exemption under Code
Section 162(m) (or any successor thereto), the Committee
may make such grants without satisfying the requirements
therefor.
(d)
Survival of Committee Authority and Awards .
Notwithstanding the foregoing, the authority of the Committee to
administer this Plan and modify or amend an Award may extend beyond
the date of this Plan’s termination. In addition,
termination of this Plan will not affect the rights of Participants
with respect to Awards previously granted to them, and all
unexpired Awards will continue in force and effect after
termination of this Plan except as they may lapse or be
termina
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