0001104659-05-011319 Sample Contracts

THE MANITOWOC COMPANY, INC. AWARD AGREEMENT
Award Agreement • March 16th, 2005 • Manitowoc Co Inc • Construction machinery & equip • Wisconsin

THIS AWARD AGREEMENT is entered into this day of , 20 , and reflects action taken by THE MANITOWOC COMPANY, INC. (the “Company”) to {INSERT NON-EMPLOYEE DIRECTOR’S NAME} (the “Director”) pursuant to the 2004 NON-EMPLOYEE DIRECTOR STOCK AND AWARDS PLAN (the “Plan”).

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FIFTH AMENDMENT
Manitowoc Co Inc • March 16th, 2005 • Construction machinery & equip • New York

FIFTH AMENDMENT (this “Amendment”), dated as of April 23, 2004, among THE MANITOWOC COMPANY, INC., a Wisconsin corporation (the “Borrower”), the lending institutions from time to time party to the Credit Agreement referred to below (the “Lenders”) and DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust Company), as Administrative Agent (in such capacity, the “Administrative Agent”). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.

THE MANITOWOC COMPANY, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 16th, 2005 • Manitowoc Co Inc • Construction machinery & equip • Wisconsin

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated the day of , 20 (the “Grant Date”), is granted by THE MANITOWOC COMPANY, INC. (the “Company”) to [Name of Employee], an employee of the Company (“Employee”) pursuant to the Company’s 2003 Incentive Stock and Awards Plan (the “Plan”).

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