(b)            TIME OF EXERCISE AND LIMITATIONS.   Subject to the limitations of this Section and to termination provisions of Section {INSERT THE SECTION NUMBER FOR THE SECTION TITLED “TERMINATION OF AWARD”} , the Director may purchase

{OPTION 1— all or any portion of the Option Shares on or after {INSERT OPTION DATE} .

{OPTION 2— up to {INSERT NUMBER} of the Option Shares on or after {INSERT FIRST OPTION DATE}   and may purchase the remaining Option Shares on or after {INSERT OPTION DATE} .

{OPTION 3— all or any portion of the “vested” Option Shares, determined according to the following vesting schedule {INSERT VESTING SCHEDULE WITH VESTING PERCENTAGES AND VESTING DATE OR SERVICE REQUIREMENTS} .

{OPTION 4—COPY THE INTRODUCTORY LANGUAGE FROM OPTION 1 OR OPTION 2 upon the satisfaction of the following Performance Goals: {INSERT PERFORMANCE GOALS—SEE SECTION 12(r) OF THE PLAN} .

All Options under this Agreement expire no later than ten (10) years after the date of the grant.  No Options under this Agreement will qualify as “incentive stock options,” as described in Code section 422(b).

(c)            EXERCISE PROCEDURES.  The Director may exercise any Option under this Agreement, in whole or in part, only with respect to any Option Share for which the right to exercise shall have accrued pursuant to sub-section (b) above and only so long as Section {INSERT THE NUMBER OF THE SECTION TITLED “TERMINATION OF AWARD”} does not prohibit such exercise.

(i)             WRITTEN NOTICE.   Any Option under this Agreement may be exercised only by delivering a written notice 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 on which such Option expires or terminates (as provided in Section {INSERT THE NUMBER OF THE SECTION TITLED “TERMINATION OF AWARD”} ) shall be null and void.

(ii)            PURCHASE PRICE.  No Option Shares shall be issued until full payment of the purchase price for those Shares has been received by the Company.   The Director may pay the Option purchase price described above in one or more of the following forms:  (a)  cash equal to the purchase price for the Option Shares being purchased; (b) a check payable to the order of the Company for the purchase price of the Option Shares being purchased; (c) delivery of Shares of Common Stock (including by attestation) that the Director has owned for at least six (6) months and have a Fair Market Value (determined on the date of delivery) equal to the purchase price of the Option Shares being purchased; (d) delivery (including by facsimile) to

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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 issuable upon exercise of this Option and deliver the sale or margin loan proceeds directly to the Company to pay for the exercise price; or (e) any other form of payment expressly approved, in advance and in writing, by an authorized Committee representative.  The Director may satisfy any tax withholding obligation of the Company arising from the exercise of an Option under this Agreement, 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 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 Director such amount as the Company determines is necessary to satisfy the Company’s tax withholding obligations arising from the exercise of this Option.

{USE THE FOLLOWING PARAGRAPH IF THE GRANT DATE IS NOT THE DATE OF THIS AGREEMENT.

(d)            GRANT DATE.  The “Grant Date” for all Options under this Agreement shall be:                               }

#               RESTRICTED STOCK.   {ONLY USE THIS OPTIONAL SECTION IF THE AGREEMENT GRANTS RESTRICTED STOCK~~RENUMBER THE REMAINING SECTIONS ACCORDINGLY AND IN LIGHT OF WHETHER THE AGREEMENT ALSO GRANTS STOCK OPTIONS}

(a)            NUMBER OF SHARES.   Pursuant to Section 6 of the Plan the Company grants to the Director             {INSERT NUMBER OF SHARES OF RESTRICTED STOCK} Shares of Restricted Stock.

(b)            RESTRICTIONS.    As described in the “Termination of Award” and the “Non-Transferability” sections below, each Share of Restricted Stock issued under this Section is subject to significant forfeiture and transfer limitations.  Each Share of Restricted Stock is not subject any restrictions or limitations except as set forth in those sections. Accordingly, there are no restrictions with respect to dividends or voting rights for any outstanding Shares of Restricted Stock. {NOTE:  IF THE COMPANY WANTS TO, IT CAN ADD OTHER RESTRICTIONS (e.g., VOTING RESTRICTIONS, DIVIDEND LIMITATIONS, ETC.)—UNLESS THE COMPANY ADDS SUCH RESTRICTIONS IN THIS SECTION, THE DIRECTOR WILL HAVE THE RIGHT TO VOTE THE RESTRICTED STOCK AND TO RECEIVE DIVIDENDS} .

(c)            LAPSE OF RESTRICTIONS.  Subject to the limitations of this Section and to the termination provisions of Section {INSERT THE SECTION NUMBER FOR THE SECTION TITLED “TERMINATION OF AWARD”} .

{OPTION 1— the restrictions identified in sub-section (b) shall lapse or expire on {INSERT LAPSE DATE – MUST BE A LEAST THREE YEARS FROM GRANT DATE} .

{OPTION 2— the restrictions identified in sub-section (b) shall lapse or expire as to {INSERT NUMBER} Restricted Stock Shares on {INSERT FIRST LAPSE DATE – MUST

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BE A LEAST THREE YEARS FROM GRANT DATE }   and the restrictions that apply to the remaining Restricted Stock Shares shall lapse or expire on {INSERT OPTION DATE} .

{OPTION 3— the restrictions identified in