Exhibit 10.2
THE MANITOWOC COMPANY,
INC.
NON-QUALIFIED STOCK OPTION
AGREEMENT WITH VESTING PROVISIONS
THIS NON-QUALIFIED STOCK OPTION
AGREEMENT (this “Agreement”), dated the
day of (date) , is
granted by THE MANITOWOC COMPANY, INC. (the “Company”)
to (name) (the
“Optionee”) pursuant to the Company’s 2003
Incentive Stock and Awards Plan (the
“Plan”).
WHEREAS, the Company believes it to
be in the best interests of the Company, its subsidiaries and its
shareholders for its officers and other key employees, consultants,
or advisors to obtain or increase their stock ownership interest in
the Company so that they will have a greater incentive to work for
and manage the Company’s affairs in such a way that its
shares may become more valuable; and
WHEREAS, the Optionee is employed by
the Company or one of its subsidiaries as an officer or other key
employee and has been selected by the Committee to receive an
option;
NOW, THEREFORE, in consideration of
the premises and of the services to be performed by the Optionee,
the Company and the Optionee hereby agree as follows:
1.
OPTION
GRANT
Subject to the terms of this
Agreement and the Plan, the Company grants to the Optionee an
option to purchase a total of
(# ) (number) shares of
Common Stock of the Company at a price of
(price) per share
(100% of the Fair Market Value of the shares on the date of
grant) . This option is not intended to qualify as an
“incentive stock option” within the meaning of
Section 422 of the Internal Revenue Code of 1986, as
amended.
2.
TIME OF
EXERCISE
Subject to the termination
provisions of paragraph 3, the Optionee may purchase (#
) (25% of the number
granted) of the option shares on or after
(second anniversary of date
of grant) , may purchase an additional
(# ) ( 25% of the number
granted) of the option shares on or after
(third anniversary of the
date of grant) , may purchase an additional (#
) (25% of the number
granted ) of the option shares on or after
(fourth anniversary of the
date of grant) , and may purchase an additional
(# ) (25% of the number
granted) of the option shares on or after
(fifth anniversary of the
date of grant) provided that the Optionee is an employee of the
Company and its subsidiaries on such date. If the Optionee
terminates employment from the Company and its subsidiaries for any
reason other than death, Disability, or Retirement, only those
option shares for which the right to purchase has accrued as of the
date of such termination may be purchased after such termination
(subject to the provisions of paragraph 3). If the Optionee
terminates employment from the Company and its subsidiaries due to
death, Disability, or Retirement, then all of the Optionee’s
option shares may be purchased after such termination (subject to
the provisions of paragraph 3). The Committee, in its sole
discretion, may accelerate the right to purchase all or any portion
of an
