UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 25, 2005
The Manitowoc Company, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin |
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1-11978 |
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39-0448110 |
(State or other jurisdiction
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(Commission File
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(I.R.S. Employer
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2400 S. 44 th Street, Manitowoc, Wisconsin 54221-0066
(Address of principal executive offices including zip code)
(920) 684-4410
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On February 25, 2005, The Manitowoc Company, Inc. (the Company) named Robert P. Herre as President of Manitowoc Marine Group and an officer of the Company and named Mary Ellen Bowers, Vice President Corporate Development, as an officer of the Company. The Company entered into a Contingent Employment Agreement with Mr. Herre dated February 25, 2005 and a Contingent Employment Agreement with Ms. Bowers dated November 15, 2004. The form of the Contingent Employment Agreement for both officers is attached a Exhibit 10.3(a) to the Companys Form 10-K filed with the SEC for the Companys fiscal year ended December 31, 2003 and is described in the Companys 2004 Proxy Statement which is incorporated by reference into the Companys Form 10-K filed for the year ended December 31, 2003.
Additionally, on February 25, 2005 the Company granted Mr. Herre options to purchase 10,000 shares of the Companys common stock and on December 10, 2004 the Company granted Ms. Bowers options to purchase 15,000 shares of the Companys common stock. Both grants were made pursuant to the 2003 Incentive Stock and Awards Plan (filed as Exhibit 10.7(c) to the Companys Form 10-K filed with the SEC for the Companys fiscal year ended December 31, 2003). The form of award agreement for both grants is filed as exhibit 10.1 to this Form 8-K. Also filed as exhibit 10.2 to this Form 8-K is the form of award agreement for non-qualified stock options.
The form of award agreement for incentive stock options and non-qualified stock options granted under the 2003 Incentive Stock and Awards Plan provides generally that (a) options vest annually in 25% increments commencing with the second anniversary of the grant date, (b) unvested options are forfeited if the employee terminates employment for any reason other than death, disability or retirement, (c) all option shares may be purchased if the employee terminates employment due to death, disability or retirement, (d) the compensation committee may accelerate the vesting under such terms as the committee deems appropriate upon termination of employment for any reason other than cause, (e) all options terminate on the earlier of (i) 6 months after the date of the employees termination of employment if the termination is for any reason other than for cause, death, disability or retirement (provided that the committee has the right to extend this period for an additional 6 months), (ii) the date of the employees termination for cause, (iii) 12 months after the date of the employees termination by reason of death or disability, (iv)10 years after the date of the employees termination due to retirement, or (v) 10 years after the date of the award agreement, and (f) options are not transferable other than by will or the laws of descent and distribution.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
10.1 The Manitowoc Company, Inc. Incentive Stock Option Agreement with Vesting Provisions.
10.2 The Manitowoc Company, Inc. Non-Qualified Stock Option Agreement with Vesting Provisions.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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THE MANITOWOC COMPANY, INC. |
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(Registrant) |
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DATE: March 2, 2005 |
/s/ Thomas G. Musial |
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Thomas G. Musial |
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Senior
Vice President of Human Resources and
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THE MANITOWOC COMPANY, INC.
EXHIBIT INDEX
TO
FORM 8-K CURRENT REPORT
Dated as of February 25, 2005
Exhibit
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Description |
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Filed
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10.1 |
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The Manitowoc Company, Inc. Incentive Stock Option Agreement with Vesting Provisions |
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10.2 |
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The Manitowoc Company, Inc. Non-Qualified Stock Option Agreement with Vesting Provisions |
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Exhibit 10.1
THE MANITOWOC COMPANY, INC.
INCENTIVE STOCK OPTION AGREEMENT WITH VESTING PROVISIONS
THIS INCENTIVE 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 Companys 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 Companys 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:
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 intended to qualify as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.
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 Optionees 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
Optionees option shares under such terms as the Committee deems appropriate upon termination of employment for any reason other than for Cause. If the Optionee takes an unpaid leave of absence, then the Committee may defer the dates on which the Optionee may first purchase the option shares to take into account such leave of absence.
The Optionee may not exercise this option after, and this option will terminate without notice to the Optionee on, the earlier of:
For purposes of this paragraph 3, termination shall occur at 11:59 P.M. (Central Time) on the applicable date described above, except that if the Optionee is terminated for Cause, termination shall occur immediately at the time of such termination.
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The Optionee may not assign or mortgage this option, or pledge this option as any type of security or collateral. Any attempted assignment, mortgage or pledge of this option in violation of this paragraph 6 will be null and void and have no legal effect.
If the Company is advised by its counsel that shares deliverable upon exercise of this option are required to be registered under the Securities Act of 1933 (Act) or any applicable state or foreign securities laws, or that delivery of the shares must be accompanied or
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preceded by a prospectus meeting the requirements of that Act or such state or foreign securities laws, then the Company will use its best efforts to effect the registration or provide the prospectus within a reasonable time following the Companys receipt of written notice of option exercise relating to this option, but delivery of shares by the Company may be deferred until the registration is effected or the prospectus is available. The Optionee shall have no interest in shares covered by this option until certificates for the shares are issued. Upon and after such issuance, the Shares may not be sold or offered for sale except pursuant to an effective registration statement under the Act or in a transaction, which in the opinion of counsel for the Company, is exempt from the registration provisions of the Act.
The number and type of shares subject to this option and the option price may be adjusted, or this option may be assumed, cancelled or otherwise changed, in the event of certain transactions, as provided in Section 11 of the Plan. Upon a change of control, as defined in the Plan, the Optionee shall have the rights specified in Section 11 of the Plan.
Except as provided in paragraph 9, no term or provision of this Agreement may be modified or amended except as provided in Section 9 of the Plan.
To the extent that the aggregate Fair Market Value of the Common Stock subject to this option, plus any shares of Common Stock subject to incentive stock options previously granted to the Optionee by the Company or any subsidiary, that are exercisable for the first time
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by the Optionee during a single calendar year exceeds one hundred thousand dollars ($100,000), this option shall be considered to be a non-qualified stock option to the extent of any excess.
This Agreement shall be governed by the internal laws of the state of Wisconsin as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies. Any legal action or proceeding with respect to the Plan or this option may only be brought and determined in a court sitting in the County of Manitowoc, or the Federal District Court for the Eastern District of Wisconsin sitting in the County of Milwaukee, in the State of Wisconsin. The Company may require that the action or proceeding be determined in a bench trial.
ALL PARTIES ACKNOWLEDGE THAT THIS OPTION IS GRANTED UNDER AND PURSUANT TO THE PLAN, WHICH SHALL GOVERN ALL RIGHTS, INTERESTS, OBLIGATIONS, AND UNDERTAKINGS OF BOTH THE COMPANY AND THE OPTIONEE. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE PROVISIONS OF THE PLAN AND THE PROVISIONS OF THIS AGREEMENT, THE PROVISIONS OF THE PLAN SHALL CONTROL. ALL CAPITALIZED TERMS NOT OTHERWISE DEFINED IN THIS OPTION SHALL HAVE THE MEANINGS ASSIGNED TO SUCH TERMS IN THE PLAN.
If any provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable, or would disqualify this option under any law the Committee deems applicable, then such provision will be construed or deemed amended to conform to the applicable law, or if the Committee determines that the provision cannot be construed or deemed amended without materially altering the intent of this Agreement, then the provision will be stricken and the remainder of this Agreement will remain in full force and effect.
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and the Optionee has executed this Agreement, all as of the day and date first above written.
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[Optionee] |
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Social Security Number |
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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 Companys 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 Companys 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:
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.
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 Optionees 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
Optionees option shares under such terms as the Committee deems appropriate upon termination of employment for any reason other than for Cause. If the Optionee takes an unpaid leave of absence, then the Committee may defer the dates on which the Optionee may first purchase the option shares to take into account such leave of absence.
The Optionee may not exercise this option after, and this option will terminate without notice to the Optionee on, the earlier of:
For purposes of this paragraph 3, termination shall occur at 11:59 P.M. (Central Time) on the applicable date described above, except that if the Optionee is terminated for Cause, termination shall occur immediately at the time of such termination.
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The Optionee may not assign or mortgage this option, or pledge this option as any type of security or collateral. Any attempted assignment, mortgage or pledge of this option in violation of this paragraph 6 will be null and void and have no legal effect.
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If the Company is advised by its counsel that shares deliverable upon exercise of this option are required to be registered under the Securities Act of 1933 (Act) or any applicable state or foreign securities laws, or that delivery of the shares must be accompanied or preceded by a prospectus meeting the requirements of that Act or such state or foreign securities laws, then the Company will use its best efforts to effect the registration or provide the prospectus within a reasonable time following the Companys receipt of written notice of option exercise relating to this option, but delivery of shares by the Company may be deferred until the registration is effected or the prospectus is available. The Optionee shall have no interest in shares covered by this option until certificates for the shares are issued. Upon and after such issuance, the Shares may not be sold or offered for sale except pursuant to an effective registration statement under the Act or in a transaction, which in the opinion of counsel for the Company, is exempt from the registration provisions of the Act.
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The number and type of shares subject to this option and the option price may be adjusted, or this option may be assumed, cancelled or otherwise changed, in the event of certain transactions, as provided in Section 11 of the Plan. Upon a change of control, as defined in the Plan, the Optionee shall have the rights specified in Section 11 of the Plan.
Except as provided in paragraph 9, no term or provision of this Agreement may be modified or amended except as provided in Section 9 of the Plan.
This Agreement shall be governed by the internal laws of the state of Wisconsin as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies. Any legal action or proceeding with respect to the Plan or this option may only be brought and determined in a court sitting in the County of Manitowoc, or the Federal District Court for the Eastern District of Wisconsin sitting in the County of Milwaukee, in the State of Wisconsin. The Company may require that the action or proceeding be determined in a bench trial.
ALL PARTIES ACKNOWLEDGE THAT THIS OPTION IS GRANTED UNDER AND PURSUANT TO THE PLAN, WHICH SHALL GOVERN ALL RIGHTS, INTERESTS, OBLIGATIONS, AND UNDERTAKINGS OF BOTH THE COMPANY AND THE OPTIONEE. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE PROVISIONS OF THE PLAN AND THE PROVISIONS OF THIS AGREEMENT, THE
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PROVISIONS OF THE PLAN SHALL CONTROL. ALL CAPITALIZED TERMS NOT OTHERWISE DEFINED IN THIS OPTION SHALL HAVE THE MEANINGS ASSIGNED TO SUCH TERMS IN THE PLAN.
If any provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable, or would disqualify this option under any law the Committee deems applicable, then such provision will be construed or deemed amended to conform to the applicable law, or if the Committee determines that the provision cannot be construed or deemed amended without materially altering the intent of this Agreement, then the provision will be stricken and the remainder of this Agreement will remain in full force and effect.
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and the Optionee has executed this Agreement, all as of the day and date first above written.
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THE MANITOWOC COMPANY, INC. |
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[Optionee] |
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