Exhibit 10.1

Execution Version

TRANSITION SERVICES AGREEMENT

THIS TRANSITION SERVICES AGREEMENT (this “ Agreement ”) is effective as of March 4, 2016 (the “ Effective Date ”) between The Manitowoc Company, Inc., a Wisconsin corporation (“ Manitowoc ParentCo ”), and Manitowoc Foodservice, Inc., a Delaware corporation (“ Manitowoc Foodservice ”).

WHEREAS, Manitowoc ParentCo and Manitowoc Foodservice are party to that certain Master Separation and Distribution Agreement, dated as of March 4, 2016 (the “ Separation Agreement ”), pursuant to which the parties agreed to separate the business of Manitowoc Foodservice and its subsidiaries (collectively, the “ Manitowoc Foodservice Group ”) from Manitowoc ParentCo; and

WHEREAS, after the consummation of the transactions contemplated by the Separation Agreement, Manitowoc Foodservice wishes to engage Manitowoc ParentCo to perform, and Manitowoc ParentCo wishes to perform or cause to be performed, on a transitional basis for the benefit of the Manitowoc Foodservices Group the services described in the attached Exhibit A , as it may be amended from time to time by the mutual written agreement of the Parties (the “ ParentCo Service Exhibit ”), upon the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, after the consummation of the transactions contemplated by the Separation Agreement, Manitowoc ParentCo wishes to engage Manitowoc Foodservice to perform, and Manitowoc Foodservice wishes to perform or cause to be performed, on a transitional basis for the benefit of Manitowoc ParentCo and its Subsidiaries (collectively, the “ Manitowoc ParentCo Group ”) the services described in the attached Exhibit B , as it may be amended from time to time by the mutual written agreement of the Parties (the “ Foodservice Service Exhibit ”), upon the terms and subject to the conditions set forth in this Agreement

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants set forth below and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1

CERTAIN DEFINITIONS

Section 1.1 Capitalized Terms . As used in this Agreement:

(a) “ Affiliate ” of any specified Person means any other Person directly or indirectly “controlling,” “controlled by,” or “under common control with” (within the meaning of the Securities Act of 1933, as amended), such specified Person; provided, however, that for purposes of this Agreement, the determination of whether a Person is an Affiliate of another Person will be made assuming that no member of the Manitowoc ParentCo Group is an Affiliate of the Manitowoc Foodservice Group.

(b) “ Confidential Information ” means all information relating generally or specifically to the business of a Party or any of its Affiliates that is supplied to or obtained by the other Party or any of its Affiliates pursuant to or as a result of this Agreement and that is not generally known in the trade or industry. Notwithstanding the foregoing, “Confidential Information” shall not mean or include information of a Party or any of its Affiliates that

(i) is or becomes generally available to the public other than as a result of a disclosure by the other Party or any of its Affiliates in violation of this Agreement, (ii) was known to the other Party or any of its Affiliates on a nonconfidential basis prior to its disclosure by such disclosing party, provided that the source of such information was not, to the receiving party’s knowledge, bound by any confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to such disclosing party, (iii) becomes available to the other Party or any of its Affiliates on a nonconfidential basis from a person other than the disclosing party who is not, to the receiving party’s knowledge, bound by any confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party or (iv) is independently developed by the receiving party without reference to any Confidential Information of the disclosing party.

(c) “ Labor Cost ” for any period shall mean an amount equal to the costs paid or expenses accrued by Provider and any other Rendering Party during such period for the employment of those of their respective employees who perform (or terminate the performance of) the Services pursuant to this Agreement, as pro rated for the hours spent by such employees performing (or terminating the performance of) the Services. Such costs and expenses include (without limitation): (i) salaries, wages, bonuses and incentive, vacation, holiday and self-funded sick pay; (ii) social security taxes, Medicare taxes and other payroll taxes; (iii) premiums on behalf of such employees for coverage by any long-term disability insurance, insured short-term disability benefit, group term life insurance, accidental death and disability insurance, business travel accident insurance, and insured group health, dental or vision plans; (iv) other employee welfare benefits, fringe benefits and perquisites, including benefits under any employee welfare benefit plan, supplemental unemployment compensation plan benefits, expatriate compensation program costs and benefits and any other fringe benefit arrangements that do not constitute an employee benefit plan; (v) employer contributions to any tax-qualified defined contribution plan on behalf of such employees (other than employee pretax deferral amounts included in subclause (i)  above as wages) and a proportionate share of employer paid administration costs; (vi) employer provided benefits under any tax-qualified defined benefit pension plan and a proportionate share of employer paid administration costs; (vii) employer provided self-funded group health, dental and vision benefits; (viii) employer costs for administration of any benefit plan, program or arrangement provided to or for the benefit of such employees; and (ix) any other government charges relating to the employment of such employees, including workers’ compensation claims. Notwithstanding the foregoing, “Labor Cost” shall not include costs paid or expenses accrued with respect to any part of the costs or expenses described above that are attributable to a change in the terms of employment or employee benefit plans or practices applicable to any such employee from those in effect on the Effective Date, other than changes that are consistent with changes applied to other employees in the same or similar positions and/or changes required under any existing or future collective bargaining agreement.

(d) “ Law ” shall mean any supranational, national, provincial, state, local or foreign statute, law (including common law), ordinance, rule or regulation

(e) “ Parties ” means Manitowoc ParentCo and Manitowoc Foodservice.

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(f) “ Person ” means an individual and a corporation, a partnership, a limited liability company, an association, a trust and any other entity or organization, including a governmental entity or any department, agency or political subdivision thereof.

(g) “ Provider ” means (i) Manitowoc ParentCo with respect to the services described in the ParentCo Service Exhibit and (ii) Manitowoc Foodservice with respect to the services described in the Foodservice Service Exhibit.

(h) “ Recipient ” means (i) the Manitowoc ParentCo Group with respect to the services described in the Foodservice Service Exhibit and (ii) the Manitowoc Foodservice Group with respect to the services described in the ParentCo Service Exhibit.

(i) “ Receiving Party ” means the entity within Recipient for which the applicable Service is performed.

(j) “ Rendering Party ” means the entity that performs the applicable Service.

(k) “ Service Exhibit ” means (i) the Foodservice Service Exhibit in those circumstances in which Manitowoc Foodservice is responsible for performing services for the benefit of the Manitowoc ParentCo Group under this Agreement and (ii) the ParentCo Service Exhibit in those circumstances in which Manitowoc ParentCo is responsible for performing services for the benefit of the Manitowoc Foodservice Group under this Agreement.

(l) “ Services ” means (i) the services described on the ParentCo Service Exhibit in those circumstances in which Manitowoc ParentCo is responsible for performing services for the benefit of the Manitowoc Foodservice Group under this Agreement and (ii) the services described on the Foodservice Service Exhibit in those circumstances in which Manitowoc Foodservice is responsible for performing services for the benefit of the Manitowoc ParentCo Group under this Agreement.

(m) “ Subsidiary ” means, with respect to a Person, any entity that is controlled, directly or indirectly, by such Person.

(n) “ Taxes ” means supranational, national, state, provincial, municipal, local or foreign taxes, charges, fees, levies, or other assessments imposed by any governmental entity, including any interest and penalties (civil or criminal) on or additions to any such taxes, whether disputed or not.

(o) “ Third Party ” means any Person other than the Parties or any of their Affiliates.

(p) “ Third Party Cost ” means the aggregate amount that the Third Party Service Provider would charge to provide the Receiving Party with the applicable Service upon terms substantially similar to the terms set forth in this Agreement. If Provider is not reasonably able to identify a Third Party Service Provider for the applicable Service, then the “ Third Party Cost ” shall be deemed to mean an amount equal to the Labor Cost for the applicable Service multiplied by six.

(q) “ Third Party Service Provider ” means a Person identified by Provider that satisfies each of the following criteria: (i) the Person is not an Affiliate of Manitowoc ParentCo, Manitowoc Foodservice or any of their respective Affiliates; (ii) the Person is not a competitor of Manitowoc ParentCo, Manitowoc Foodservice or any of their respective Affiliates; and (iii) the Person is engaged in the business of providing the applicable Service to third parties comparable (in type and size) to the applicable Receiving Party.

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Section 1.2 Other . Where any group or category of items or matters is defined collectively in the plural number, any item or matter within such definition may be referred to using such defined term in the singular number, and vice versa. Any reference in this Agreement to the masculine, feminine or neuter gender includes the other genders where appropriate.

ARTICLE 2

TRANSITION SERVICES

Section 2.1 Services . Provider shall provide, or shall cause one or more of its Subsidiaries to provide, Recipient with the services described in the Service Exhibit for the periods set forth therein (collectively, the “ Services ”). Recipient shall receive the Services only for the benefit of its business and not for the benefit of any other Person.

Section 2.2 Additional Services . If, during the period commencing on the Effective Date and ending on that date that is 180 days after the Effective Date, Recipient (a) identifies a service that Provider provided to Recipient during the 12-month period immediately preceding the Effective Date that Recipient reasonably needs in order for its business to continue to operate in substantially the same manner in which its business operated prior to the Effective Date but such service is not listed on the Service Exhibit (other than because the Parties agreed in writing that such service shall not be provided) and (b) submits a written request describing such service to Provider’s Service Manager, then Provider shall consider in good faith the request to provide such additional service (the “ Additional Service ”). If the Parties agree on the Additional Service, then the Parties shall execute and deliver an amendment to the Service Exhibit to evidence the terms of the Additional Service and the associated Fees therefor and thereafter the Additional Service shall constitute a Service provided pursuant to this Agreement.

Section 2.3 Service Changes .

(a) Subject to Section 2.3(b) , Provider or any other Rendering Party may supplement, modify, substitute or otherwise alter the Services from time to time in a manner consistent with supplements, modifications, substitutions or alterations made with respect to similar services provided or otherwise made available by Provider or such Rendering Party to itself, its Affiliates or Third Parties; provided, however, that no change in the provision of Services that materially adversely affects the quality, timeliness or availability of the Services or materially increases the cost of using the Services shall be made without the prior written consent of Recipient (which consent shall not be unreasonably withheld, conditioned or delayed).

(b) Notwithstanding Section 2.3(a) and except as set forth on the Service Exhibit, if Provider is required to (i) increase staffing, (ii) acquire, lease or license additional facilities, equipment or software, (iii) engage in significant capital expenditures or (iv) apply for or obtain any approval, consent or waiver from Third Parties (other than renewals of any

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preexisting permits, licenses or authorizations) (collectively, the “ Service Changes ”) in order to accommodate an increase in the use of any Service beyond the level of use of such Service by Recipient during the 12-month period immediately prior to the Effective Date, including (A) as a result of a change in the manner in which Recipient’s business is being conducted after the Effective Date, but (B) excluding ordinary course expansion of the volume or geographic scope of such business (such as ordinary course increases in headcount, customers, suppliers and transaction volumes), then Provider shall provide Recipient with written notice of the Service Change and propose a plan for implementing the Service Change before incurring any costs or expenses resulting from the Service Change. Upon receipt of such written notice, the Parties shall negotiate in good faith to adjust or change the Services, including the Fees, as applicable, before Provider undertakes any Service Change. If the Parties determine that Provider shall undertake the Service Change, then the Parties shall document the Service Change, together with any other adjustments or changes to the Services, including to the Fees, in a written agreement, and the Parties shall amend the Service Exhibit to reflect such written agreement. Each amended section of the Service Exhibit shall be deemed part of this Agreement as of the date of such written agreement, and the Service Changes set forth in such amended Service Exhibit shall be deemed a part of the Services provided pursuant to this Agreement.

Section 2.4 Quality of Services . Provider warrants that (a) Services of the type that Provider or any of its Subsidiaries provided to Recipient prior to the Effective Date, as performed pursuant to this Agreement after the Effective Date, will be performed in substantially the same manner and on substantially the same basis (including with respect to timing and priority) as Provider or one of its Subsidiaries provided the Services to the Receiving Party, whether directly or indirectly, during the 12-month period immediately preceding the Effective Date and (b) Services not of the type that Provider or any of its Subsidiaries provided to Recipient prior to the Effective Date, as performed pursuant to this Agreement after the Effective Date, will be performed in a commercially reasonable manner consistent with the nature, quality, standard of care and service levels (including with respect to timing and priority) at which the same or similar services are performed by or on behalf of Provider or any of its Subsidiaries to Provider or any of its Subsidiaries. If the Services do not conform to the foregoing warranty, then Recipient’s (and the applicable Receiving Party’s) sole and exclusive remedy shall be the right to require Provider or any other Rendering Party to perform the Services again, properly and at no additional expense to Recipient or the other applicable Receiving Party. Except as set forth in this Section 2.4 , there are no warranties with respect to the Services. PROVIDER (AND EACH OTHER RENDERING PARTY) DISCLAIMS ALL OTHER EXPRESS AND ALL IMPLIED WARRANTIES RELATING TO THE SERVICES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE .

Section 2.5 Excluded Services . Notwithstanding anything to the contrary, the Parties do not intend that Provider or any other Rendering Party will render to Recipient, or that Recipient will receive from Provider or any other Rendering Party, any professional advice or opinions, whether with regard to tax, legal, treasury, finance, employment or other business, technical and financial matters, and Recipient shall not rely on, or construe, any Service rendered by or on behalf of Provider or any other Rendering Party as any such professional advice or opinions.

Section 2.6 Cooperation . Recipient shall cooperate with Provider and any other Rendering Party by promptly providing all information that Provider or any other Rendering Party reasonably deems necessary for the performance of the Services and by accepting and using the Services in the ordinary course of business.

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Section 2.7 Subcontracting . Provider may hire or engage one or more Third Parties to perform any or all of its obligations under this Agreement without the consent of Recipient; provided that (a) the hiring or engagement of such Third Party does not decrease the quality or level of services provided to Recipient to below that provided by Provider, (b) the use of such Third Party will not increase the sum of the Fees and Reimbursable Expenses payable by Recipient in connection with such Services, (c) the use of such Third Party will not change the manner in which the Services are delivered in a way that increases Recipient’s costs of receiving the Services (it being understood that, if such Third Party has been engaged by Provider to perform the same or similar services prior to the Effective Date, then subclauses (a) , (b)  and (c)  shall be deemed satisfied). Provider shall remain primarily responsible for all of its obligations under this Agreement, except that if a Third Party provides all or part of any Service pursuant to a written agreement with Recipient, Recipient agrees to be bound by, and to cause its Affiliates to comply with, those obligations that such agreement places on Recipient, and Provider shall not be responsible for its obligations under this Agreement that are specified in such agreement to be obligations of such Third Party. Subject to the confidentiality provisions set forth in Section 4.3 , Provider shall provide Recipient with any information within the possession of Provider or any of its Affiliates that Recipient reasonably requests in connection with any Services being provided to Recipient by a Third Party, including any applicable invoices, agreements documenting the arrangements between such Third Party and Provider and other supporting documentation.

Section 2.8 System Migration . The Parties acknowledge the transitional nature of the Services. Each Party shall use commercially reasonable efforts to cooperate with and assist the other Party in connection with the transition from the performance of the Services by Provider and the other Rendering Parties to the performance of the Services by Recipient or its designee (in any event prior to the expiration or termination of this Agreement), using commercially reasonable efforts to minimize both the cost of such transition and the disruption to the ongoing business activities of the parties.

Section 2.9 Reservation of Rights . Nothing in this Agreement shall be deemed to prohibit or otherwise restrict Provider or any other Rendering Party from performing, or engaging any Third Party to perform, any Service for the benefit of itself, its Affiliates or Third Parties.

ARTICLE 3

FEES; PAYMENT

Section 3.1 Fees . In consideration of the performance of the Services, Recipient shall pay Provider a fee (either one-time or recurring) for such Services or category of Services, as applicable, (each, a “ Fee ” and collectively, the “ Fees ”). Until December 31, 2016, the Fee for each Service shall equal 105.0% of the Labor Cost for the applicable Service. If applicable due to an extension of the term of a Service in accordance with this Agreement, on and after January 1, 2017, the Fee for each Service shall equal 120.0% of the Third Party Cost for the applicable Service. During the Term, the amount of a Fee for any Service may be modified to the extent of (a) any adjustments mutually agreed to by the Parties and (b) any Service Change requested by Recipient and agreed upon by Provider pursuant to Section 2.3(b) . Together with any invoice for Fees, Provider shall provide Recipient with reasonable documentation to support the calculation of such Fees.

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Section 3.2 Expense Reimbursement . Recipient shall reimburse Provider and any other Rendering Party for reasonable and documented out-of-pocket costs and expenses incurred by Provider or any other Rendering Party in connection with the performance or termination of the Services (including incremental license fees incurred by Provider or any other Rendering Party in connection with the performance or termination of the Services and reasonable travel-related expenses) to the extent that such costs and expenses are not reflected in the Fees for such Services (collectively, the “ Reimbursable Expenses ”), provided that any such cost or expense in excess of one $1,000, in the aggregate, that is not consistent with the historical practice among the Parties during the 12-month period immediately prior to the Effective Date shall require advance written approval of Recipient. Any authorized travel-related expenses incurred in performing the Services shall be incurred and charged to Recipient in accordance with Recipient’s then-applicable business travel policies as provided to Provider from time to time.

Section 3.3 Invoices . Within 30 days after the last day of each month during the term of this Agreement (and the last day of the term of this Agreement), Provider shall submit one invoice to Recipient for the Fees and Reimbursable Expenses (listed separately) applicable to each Service performed during such month (each, an “ Invoice ”). Each Invoice shall specify the amount of Fees and Reimbursable Expenses applicable to each separate type of performed Service during such month. All amounts shall be listed and payable in U.S. Dollars; provided, however, that in those instances where Manitowoc ParentCo and Manitowoc Foodservice agree, if the Services are performed by a Rendering Party outside the United States for a Receiving Party outside the United States, then the subject fees shall be billed and paid in the local currency of the Rendering Party.

Section 3.4 Payment . Subject to Section 3.5 , Recipient shall pay, or shall cause the applicable Receiving Party to pay, the amounts reflected on each Invoice within 30 days after its receipt thereof. If Recipient fails to pay, or fails to cause to be paid, any undisputed amounts reflected on an Invoice on or before the applicable due date, then such undisputed overdue amounts shall bear interest from the due date until received at the rate equal to the lesser of (a) the maximum rate permitted by applicable law and (b) 1.5% per month.

Section 3.5 Good Faith Disputes . If Recipient or any other Receiving Party in good faith disputes an amount reflected on an Invoice, then Recipient (and the applicable Receiving Party) may withhold payment of the amount subject to the good faith dispute, provided that (a) Recipient (or the applicable Receiving Party) provides Provider with written notice of the good faith dispute and the bases thereof prior to the date on which the subject amount would, but for the good faith dispute, be due pursuant to Section 3.4 and (b) Recipient (or the applicable Receiving Party) pays all undisputed amounts reflected on the Invoice in accordance with Section 3.4 .

Section 3.6 Taxes .

(a) The Parties agree that all Fees are exclusive of any value added, goods and services, sales, use, consumption, excise, service, transfer, stamp, documentary, filing, recordation taxes or similar Taxes (the “ Transaction Taxes ”). Without limitation, Recipient shall be responsible for all Transaction Taxes imposed or assessed with respect to the provision of Services by Provider or any other Rendering Party. Provider shall issue proper Invoices usable by Recipient to recover (by way of credit or refund) Transaction Taxes in jurisdictions where they are recoverable. The Parties shall cooperate to minimize any Transaction Taxes, to obtain any refund, return or rebate relating to, and to apply for an exemption or zero-rating for Services giving rise to, any Transaction Taxes, including by

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filing any exemption or other similar forms or providing valid tax identification number or other relevant registration numbers, certificates or other documents. The Parties shall cooperate regarding any requests for information, audit or similar request by any governmental entity concerning Transaction Taxes payable with respect to Services provided pursuant to this Agreement.

(b) Recipient shall be entitled to deduct and withhold Tax required by applicable Law to be withheld on payments made to Provider pursuant to this Agreement. To the extent any amounts are so withheld, Recipient shall timely remit such deducted and withheld amounts to the relevant governmental entity and promptly provide Provider with evidence of such payment. Provider agrees to complete and provide to Recipient or if required, to the relevant governmental entity, at least ten days prior to the payment due date, such forms, certifications or other documents as Recipient reasonably requests to reduce or exempt the withholding of any Tax with respect to payments made to Provider when and where applicable by Law. In addition, the Parties shall cooperate regarding any requests for information, audit, or similar request by any Taxing Authority concerning the withholding of any Tax payable with respect to Services.

(c) Recipient shall be responsible for any penalties or interest imposed with respect to any Transaction Taxes described in Section 3.6(a) and any Taxes described in Section 3.6(b) , except to the extent the penalties or interest result from an act or omission on the part of Provider or any other Rendering Party.

Section 3.7 Audit Rights . Recipient shall have the right, upon reasonable notice and during normal business hours, at its own expense, to inspect and audit the financial books and records of Provider and any other Rendering Party to the extent reasonably necessary to verify Provider’s calculation of the Fees and Reimbursable Expenses. If any such audit uncovers any excess in payments by Recipient, then Provider shall pay to Recipient the amount of such excess within ten days following receipt of the audit report together with interest on the amount of the excess for the period from the date such excess payment was made until the date of corrective payment in accordance with this Section 3.7 at the annual interest rate of 8.0%. If such excess is greater than 5.0% of the amount actually payable by Recipient, then Provider shall promptly pay to Recipient the cost of the audit. The audit rights pursuant to this Section 3.7 shall survive the expiration or termination of this Agreement for a period of six months thereafter.

ARTICLE 4

CERTAIN OTHER ARRANGEMENTS

Section 4.1 IT System Access .

(a) Eligible Employees . Each Party shall ensure that those of its and its Subsidiaries’ employees who have access to the other Party’s computer network and associated computer applications (the “ Applicable Network ”) during the term of this Agreement shall be limited to employees who meet the following criteria: (i) such employee is listed in its employee directory or any updates thereto; (ii) such employee has a legitimate business need to access the Applicable Network; and (iii) such employee is bound by a confidentiality agreement, in form and substance reasonably acceptable to the other Party, that the other Party has the right to enforce to protect its interests. Upon reasonable request,

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each Party shall provide the other Party with written notice of the name of each of its and its Subsidiaries’ employees who has, or has had, access to the Applicable Network during the term of this Agreement.

(b) Compliance Requirements .

(i) Each Party shall cause those of its and its Subsidiaries’ employees who have access to the other Party’s central processing unit, storage, server or other network systems (collectively, “ Network ”) in connection with the delivery or receipt of a Service to comply with all security guidelines (including physical security, network access, internet security, confidentiality and personal data security guidelines) of such other Party that are made known or provided to such Party from time to time. Each Party shall ensure that any access to the other Party’s Network described by this Section 4.1(b)(i) shall be used only for the purposes contemplated by, and subject to the terms of, this Agreement.

(ii) Each Party acknowledges that computing assets connected to the other Party’s Network are subject to monitoring by intrusion detection instrumentation and are subject to routine vulnerability assessment scans that may occur during connect time. Upon a Party’s reasonable request, the other Party shall cooperate with such Party in connection with any investigation of any apparent unauthorized access of such Party’s Applicable Network.

(iii) Provider shall cause any other Rendering Party to, process personal data that it may receive from Recipient while performing the Services only (A) in such a manner that is necessary to perform such Services, (B) in accordance with (x) applicable instructions in the Service Exhibit and (y) instructions otherwise communicated by Recipient and not inconsistent with this Agreement and (C) using appropriate technical and organizational measures to prevent the unauthorized or unlawful processing of such personal data or the accidental loss or destruction of, or damage to, such personal data.

(c) Cost of Increased Use . If a Party or any of its Subsidiaries increases its use of the other Party’s Applicable Network and such increased use contributes to the need for such Party to purchase additional computing capacity that such Party will not utilize following the expiration or termination of this Agreement, then such other Party shall pay for such increased capacity. Provider shall provide Recipient with written notice of capacity issues so that Recipient has a reasonable opportunity to respond and possibly discontinue use of certain Provider systems in advance of the purchase of any increased capacity for which Provider will seek payment from Recipient. For these purposes, usage consistent with recent past practice of Recipient shall serve as the basis from which to measure increases in usage.

Section 4.2 Proprietary Rights .

(a) Recipient shall be the sole and exclusive owner of all deliverables and other work product resulting from the performance of the Services (collectively, “ Work Product ”). Provider, on behalf of itself and each other Rendering Party, hereby assigns all of its right, title and interest in and to all Work Product to Recipient. Provider shall execute, and shall cause each Rendering Party to execute, such additional documents as Recipient

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reasonably requests to vest in Recipient any rights of Provider and the other Rendering Parties in Work Product. All Work Product shall constitute Confidential Information of Recipient under the provisions set forth in Section 4.3 .

(b) Neither Provider nor Recipient (or their respective Affiliates) shall use or have any rights to the trademarks or service marks of the other without prior written consent to such use, except to the extent otherwise set forth in that certain Intellectual Property Matters Agreement of even date herewith (the “ IP Matters Agreement ”).

(c) The Parties agree that all know-how, designs, programs and other software (including all machine readable code, printed listings of code, documentation and related property and information), trade secrets, methodologies, processes and other intellectual property owned by Provider or any of its Affiliates that, during the term of this Agreement, is operated or used by Provider or any other Rendering Party (or Recipient) in connection with the performance of the Services shall remain the property of Provider and its Subsidiaries, and Recipient shall have no rights or interests therein, except to the extent otherwise set forth in the IP Matters Agreement.

Section 4.3 Confidential Information .

(a) Each Party shall not, and shall cause its Affiliates not to, directly or indirectly, (a) disclose any Confidential Information of the other Party or any of its Affiliates to any other Person, (b) use any Confidential Information of the other Party or any of its Affiliates for any purpose, (c) keep or make copies of any documents, records or property of any nature whatsoever containing any Confidential Information of the other Party or any of its Affiliates or (d) assist any Third Party in engaging in any of the foregoing, except to the extent necessary to comply with this Agreement or as approved in advance in writing by the other Party. Nothing in this Agreement shall reduce any Party’s obligation to comply with all applicable Laws, including those relating to trade secrets, confidential information and unfair competition.

(b) Notwithstanding the provisions of Section 4.3(a) , each Party (and its Affiliates) may disclose the Confidential Information of the other Party and its Affiliates at such times, in such manner and to the extent required by applicable Law, provided that, in such circumstances, the disclosing Party (a) provides the other Party with prior written notice of such disclosure so as to permit such other Party to seek a protective order or other appropriate remedy, (b) limits such disclosure to what is required and (c) attempts (insofar as is permissible) to preserve the confidentiality of any such Confidential Information so disclosed.

Section 4.4 Data Privacy . Each Party shall comply, and shall cause its Subsidiaries to comply, with all applicable state, federal and foreign privacy and data protection Laws applicable to the provision of the Services under this Agreement.

ARTICLE 5

RESPONSIBLE EMPLOYEES

Section 5.1 Appointment . Each Party shall appoint one of its employees (each, a “ TSA Manager ”) with overall responsibility for managing and coordinating the delivery and receipt

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of the Services generally and one of its employees for each category of Service (each, a “ Service Manager ”) with general responsibility for managing and coordinating the delivery and receipt of that particular category of Service. Each Party shall provide the other Party with written notice of the identity and title of its TSA Manager and Service Managers.

Section 5.2 Responsibilities . With respect to each Service, the TSA Manager shall have primary responsibility for coordinating and managing the delivery and use of that Service and shall have authority to act on the applicable appointing Party’s behalf with respect to the provision and use of such Service. In overseeing its Service Managers, a Party’s TSA Manager shall have all of the authority of each of such Party’s Service Managers across all Services and shall be responsible for ensuring that each of such Party’s Service Managers fulfills its responsibilities in connection with the Services and this ARTICLE 5 . All communications between the Parties regarding routine matters involving a Service pursuant to this Agreement shall be directed to the applicable Service Manager with a copy to the TSA Managers, and all other communications between the Parties pursuant to this Agreement (other than the negotiation and execution of any written agreement that amends this Agreement or the Service Exhibit) shall be directed to the applicable TSA Manager. Each Party shall provide the other Party with written notice of any change in the status of its TSA Manager or any of its Service Managers that would affect such TSA Manager’s or Service Manager’s ability to carry out the responsibilities set forth in this ARTICLE 5 at least ten days prior to such change.

Section 5.3 Dispute Resolution . Each Party shall cause its TSA Manager to meet as expeditiously as practical to resolve any dispute under this Agreement, and any dispute that is not so resolved within 30 days may be resolved in accordance with the dispute resolution procedures set forth in Section 7.3 of the Separation Agreement. Each Party may treat an act of the other Party’s TSA Manager that is consistent with the provisions of this Agreement as being authorized by such other Party without further inquiry. Notwithstanding the foregoing, no TSA Manager (or Service Manager) shall have authority to amend this Agreement or the Service Exhibit.

ARTICLE 6

INDEMNIFICATION; LIMITATION OF LIABILITY

Section 6.1 Indemnification .

(a) By Provider . Subject to Section 6.2 , Provider shall indemnify, defend and hold harmless Recipient and its directors, officers, employees, agents and other representatives (collectively, the “ Recipient Indemnitees ”) from and against all liabilities, losses, damages, penalties, judgments, suits, claims, grievances, costs and expenses of any kind whatsoever, including the reasonable fees and disbursements of counsel (collectively, “ Losses ”), that they, or any of them, may sustain or incur as a result of (i) the breach of any covenant made by Provider in this Agreement or (ii) willful misconduct or actual fraud on the part of Provider or any of its Affiliates in connection with the performance of this Agreement.

(b) By Recipient . Subject to Section 6.2 , Recipient shall indemnify, defend and hold harmless Provider and its Affiliates and its and their respective directors, officers, employees, agents and other representatives (collectively, the “ Provider Indemnitees ”) from and against all Losses that they, or any of them, may sustain or incur as a result of (i) the breach of any covenant made by Recipient in this Agreement or (ii) willful misconduct or actual fraud on the part of Recipient in connection with the performance of this Agreement.

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Section 6.2 Limitation of Liability .

(a) THE AGGREGATE LIABILITY OF PROVIDER AND ITS AFFILIATES, COLLECTIVELY, FOR ANY ACT OR FAILURE TO ACT IN CONNECTION WITH THIS AGREEMENT (INCLUDING THE PERFORMANCE OR BREACH OF THIS AGREEMENT), OR FROM THE SALE, DELIVERY, PROVISION, USE OF OR FAILURE TO PROVIDE ANY SERVICES UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL NOT EXCEED THE AGGREGATE FEES ACTUALLY RECEIVED BY PROVIDER FROM RECIPIENT PURSUANT TO THIS AGREEMENT THROUGHOUT ITS TERM.

(b) IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS AFFILIATES BE LIABLE UNDER ANY CIRCUMSTANCES OR LEGAL THEORY FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, COLLATERAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE.

(c) The limitations in Section 6.2(a) and Section 6.2(b) shall not apply in respect of any Losses arising out of or in connection with a Party’s obligations under (i)  subclause (i)  of Section 6.1(a) or subclause (i)  of Section 6.1(b) , in each case, to the extent the subject breach constitutes a breach of Section 4.3 or (ii)  subclause (ii)  of Section 6.1(a) or subclause (ii)  of Section 6.1(b) .

Section 6.3 Liability for Payment Obligations . Nothing in this ARTICLE 6 shall be deemed to eliminate or limit either Party’s obligation to pay Fees in accordance with this Agreement.

Section 6.4 Exclusion of Other Remedies . To the maximum extent permitted by applicable Law, the provisions of Section 6.1 shall be the sole and exclusive remedies of the Provider Indemnitees and the Recipient Indemnitees, as applicable, for any Losses, whether arising from statute, principle of common or civil law, principles of strict liability, tort, contract or otherwise under this Agreement; provided, however, that nothing in this ARTICLE 6 shall affect a Person’s ability to seek equity relief.

Section 6.5 Force Majeure . Neither Party nor any of its Affiliates shall be liable for any failure to perform, or delay in performing, any obligations under this Agreement to the extent such failure or delay is due to fire, flood, earthquake, war (declared or undeclared), an occurrence commonly referred to as a terrorist attack and any armed hostilities associated therewith, embargo, riot, insurrection or other cause beyond the reasonable control of the party failing to perform or delaying the performance of such obligations, including any such failure or delay relating to computer, telephone, information system or similar service outage, interruption, disruption, downtime or similar failure. Subject to providing the other Party with written notice of the circumstances in question and to using commercially reasonable efforts to resume performance without undue delay and in a manner that is substantially similar to the manner in which such Party

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responded to any similar event or circumstance affecting the same or substantially similar services during the 12-month period preceding the Effective Date, the Party so failing or delaying shall be entitled to a reasonable extension of time for the performance of such obligations; provided, however, that any delay by a supplier of the Party so failing or delaying shall not relieve that party from liability for such failure or delay unless such supplier’s delay was attributable to analogous causes. Except to the extent such delay is caused by the wrongful act or omission of the other Party, any costs arising from such failure or delay, for which indemnification is not available hereunder, shall be borne by the Party incurring the costs.

Section 6.6 Legal Violations . Nothing in this Agreement shall require Provider to perform or cause to be performed any Service to the extent the manner of such performance would constitute a violation of any applicable Law or any contract with a Third Party. If Provider is or becomes aware of any potential violation on the part of Provider, Provider shall use commercially reasonable efforts to promptly advise Recipient of such potential violation, and Provider and Recipient shall mutually seek a reasonable alternative that addresses such potential violation. The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary approvals, consents or waivers of Third Parties required under any existing with a Third Party to allow Provider to perform, or cause to be performed, all Services to be provided by Provider in accordance with the standards set forth in this Section 6.6 ; provided, however, that neither Party shall be required to accept any terms or conditions, commit to pay any amount, incur any obligation in favor of or offer or grant any accommodation (financial or otherwise, regardless of any provision to the contrary in the existing contract or agreement) to any Third Party to obtain any such approvals, consents or waivers. Unless otherwise agreed in writing by the Parties, all reasonable and documented out-of-pocket costs and expenses (if any) incurred by any Party or any of its Affiliates in connection with obtaining any such consents, approvals or waivers (including, if agreed by the Parties, the amount paid, obligation incurred or accommodation granted to Third Parties to obtain such consents, approvals or waivers) that is required to allow Provider to perform or cause to be performed such Services shall be paid by Recipient. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required approval, consent or waiver of a Third Party, or the performance of such Service by Provider would constitute a violation of any applicable Law, then the Parties shall use commercially reasonable efforts to develop a reasonable alternative arrangement that enables Provider to perform or cause to be performed such Service or an analogous service without obtaining such required approval, consent or waiver of a Third Party or violating any applicable Law.

ARTICLE 7

TERM; TERMINATION

Section 7.1 Term . The term of this Agreement shall commence on the Effective Date and remain in full force and effect until terminated in accordance with this ARTICLE 7 . This Agreement shall terminate upon the earliest of the following to occur: (a) the last date on which either Party is obligated to provide any Service to the other Party in accordance with the terms of this Agreement; (b) the mutual written agreement of the Parties to terminate this Agreement in its entirety; or (c) the date that is 24 months after the Effective Date. Unless otherwise terminated pursuant to Section 7.2 , this Agreement shall terminate with respect to each Service as of the close of business on the last day of the period in which such Service is scheduled to be provided as specified in the Service Exhibit.

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Section 7.2 Termination of Individual Services . Notwithstanding Section 7.1 :

(a) Termination by Recipient . Recipient shall have the right to terminate Provider’s (and any other Rendering Party’s) performance of (i) all or any portion of the Services at such time or times as Recipient determines in its sole discretion, provided that Recipient provides Provider with written notice of such termination at least 30 days in advance or such shorter period as is reasonable under the circumstances, taking into account the time reasonably required by Provider (or any other Rendering Party) to discontinue the performance of the applicable Services without the incurrence of additional cost, or (ii) all, but not less than all, of the Services if Provider breaches its obligations under this Agreement and such breach is not cured within 30 days after Provider’s receipt of written notice thereof from Recipient. If Recipient terminates performance of all of the Services pursuant to this Section 7.2(a) , such termination shall constitute the termination of this Agreement.

(b) Termination by Provider . Provider shall have the right to terminate Provider’s (and any other Rendering Party’s) performance of all, but not less than all, of the Services if Recipient breaches its obligations under this Agreement and such breach is not cured within 30 days after Recipient’s receipt of written notice thereof from Provider (it being understood that a good faith dispute described in Section 3.5 shall not be deemed a breach for purposes of this Section 7.2(b) ). If Provider terminates its performance of all of the Services pursuant to this Section 7.2(b) , such termination shall constitute the termination of this Agreement.

(c) Termination upon Bankruptcy . This Agreement shall terminate immediately without any action on the part of any Person if (i) either Party is adjudicated a bankrupt or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, (ii) unless cured within 30 days, a petition in bankruptcy is filed against either Party, a custodian, receiver or trustee is appointed for all or a substantial portion of the business or assets of either Party or either Party becomes insolvent (using either the equitable insolvency or balance sheet test) or makes an assignment for the benefit of its creditors, (iii) whether or not deemed enforceable by virtue of Section 365 of the U.S. Bankruptcy Code, an order for relief under the U.S. Bankruptcy Code is entered against either Party and becomes a final order at any time when such rights of termination may be enforceable or (iv) either Party as debtor-in-possession, or the trustee in any bankruptcy or reorganization or similar proceeding, rejects or fails to assume this Agreement. No assignee for the benefit of creditors, custodian, receiver, trustee in bankruptcy, sheriff or other officer of the court or official charged with taking over custody of the business or assets of either Party shall have any right to continue this Agreement if this Agreement terminates pursuant to this Section 7.2(c). Nothing set forth in this Section 7.2(c) shall be deemed to preclude or limit any rights that either Party (or any of their respective Subsidiaries) may have as a creditor in any proceeding referenced above.

Section 7.3 Interdependencies . The Parties agree that (a) there may be interdependencies among the Services provided under this Agreement, (b) upon the request of either Party, the Parties shall cooperate and act in good faith to determine whether (i) any such interdependencies exist with respect to the particular Service that a Party is seeking to terminate pursuant to Section 7.2 and (ii) in the case of such termination, Provider’s ability to provide a particular Service in accordance with this Agreement would be materially and adversely affected by such termination of another Service, and (c) if the Parties have determined that such

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interdependencies exist and, in the case of such termination, Provider’s ability to provide a particular Service in accordance with this Agreement would be materially and adversely affected by such termination, the Parties shall negotiate in good faith to amend the Service Exhibit with respect to such termination of such impacted Service, which amendment shall be consistent with the terms of comparable Services.

Section 7.4 Non-Exclusive Rights . The expiration or termination of this Agreement (or the termination of all or any portion of the Services pursuant to Section 7.2 ) shall not affect the respective rights and obligations of the parties that accrued prior to such expiration or termination. The termination rights set forth in this ARTICLE 7 (including each party’s right to terminate all or a portion of the Services pursuant to Section 7.2 ) shall be in addition, and without prejudice, to all other rights and remedies to which the terminating party may be entitled, including any right to specific performance or injunctive relief.

Section 7.5 Survival . Notwithstanding anything to the contrary in this Agreement, the provisions set forth in Section 2.9 , ARTICLE 3 , Section 4.2 , Section 4.3 , Section 6.1 , Section 6.2 , Section 6.3 , Section 6.4 , Section 7.4 and ARTICLE 8 shall survive the expiration or termination of this Agreement.

ARTICLE 8

MISCELLANEOUS

Section 8.1 Rights and Obligations . Provider shall cause each Rendering Party to comply with those provisions of this Agreement that apply to a Rendering Party, and Recipient shall cause each Receiving Party to comply with those provisions of this Agreement that apply to a Receiving Party. Each Rendering Party and Receiving Party, together with each Provider Indemnitee and each Recipient Indemnitee, is a third-party beneficiary of this Agreement and shall have the right to enforce the provisions of this Agreement to protect its rights and interests. There are and shall be no other third-party beneficiaries of this Agreement.

Section 8.2 Independent Contractor . Neither Provider nor any other Rendering Party is an employee or agent of Recipient or any Receiving Party, and this Agreement does not create a joint venture or partnership between Provider or any Rendering Party and Recipient or any Receiving Party. Neither Provider nor any other Rendering Party is authorized to perform, assume or create any obligation or responsibility on behalf or in the name of Recipient or any Receiving Party.

Section 8.3 Governing Law . The internal laws of the State of Wisconsin (without reference to its principles of conflicts of law) govern the construction, interpretation and other matters arising out of or in connection with this Agreement and each of the exhibits hereto (whether arising in contract, tort, equity or otherwise).

Section 8.4 Jurisdiction . If any dispute arises out of or in connection with this Agreement, except as expressly contemplated by another provision of this Agreement, the Parties irrevocably (a) consent and submit to the co-exclusive jurisdiction of federal and state courts located in Wisconsin and in Florida, (b) waive any objection to that choice of forum in Wisconsin or in Florida based on venue or to the effect that the forum is not convenient, and (c) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO TRIAL OR ADJUDICATION BY JURY.

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Section 8.5 Dispute Resolution . Each Party stipulates that, if there is any dispute or disagreement between the Parties as to the interpretation of any provision of, or the performance of obligations under, this Agreement, such dispute or disagreement shall be resolved in accordance with Section 7.3 of the Separation Agreement, the terms of which are incorporated by reference herein.

Section 8.6 Notices . Each Party giving any notice required or permitted under this Agreement will give the notice in writing and use one of the following methods of delivery to the party to be notified, at the address set forth below or another address of which the sending Party has been notified in accordance with this Section 8.6 as follows: (a) personal delivery; (b) facsimile or telecopy transmission with a reasonable method of confirming transmission; (c) commercial overnight courier with a reasonable method of confirming delivery; or (d) pre-paid, United States of America certified or registered mail, return receipt requested. Notice to a Party is effective for purposes of this Agreement only if given as provided in this Section 8.6 and will be deemed given on the date that the intended addressee actually receives the notice.

The Manitowoc Company, Inc.

2400 South 44th Street

Manitowoc, Wisconsin 54220

United States of America

Attention: General Counsel

Facsimile: (920) 652-9777

Manitowoc Foodservice, Inc.

2227 Welbilt Boulevard

New Port Richey, Florida 34655

United States of America

Attention: General Counsel

Facsimile: (727) 569-1271

Section 8.7 Binding Effect and Assignment . This Agreement binds and benefits the Parties and their respective successors and assigns. No Party may assign any of its rights or delegate any of its obligations under this Agreement without the written consent of the other Party which consent may be withheld in such other Party’s sole and absolute discretion, and any assignment or attempted assignment in violation of the foregoing will be null and void.

Section 8.8 Severability . If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement will remain in full force, if the essential terms and conditions of this Agreement for each party remain valid, binding and enforceable.

Section 8.9 Entire Agreement . This Agreement constitutes the final agreement between the Parties, and is the complete and exclusive statement of the Parties’ agreement on the matters contained herein. All prior and contemporaneous negotiations and agreements between the

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Parties with respect to the matters contained herein are superseded by this Agreement. In the event of any conflict between any provision in this Agreement and any specific provision in the Separation Agreement, the provision in this Agreement will control over the provisions in the Separation Agreement.

Section 8.10 Counterparts . The Parties may execute this Agreement in multiple counterparts, each of which constitutes an original as against the Party that signed it, and all of which together constitute one agreement. The signatures of the Parties need not appear on the same counterpart. The delivery of signed counterparts by facsimile or email transmission that includes a copy of the sending Party’s signature is as effective as signing and delivering the counterpart in person.

Section 8.11 Amendment . The Parties may amend this Agreement only by a written agreement signed by each Party to be bound by the amendment and that identifies itself as an amendment to this Agreement.

Section 8.12 Waiver . The Parties may waive a provision of this Agreement only by a writing signed by the Party intended to be bound by the waiver. A Party is not prevented from enforcing any right, remedy or condition in the Party’s favor because of any failure or delay in exercising any right or remedy or in requiring satisfaction of any condition, except to the extent that the Party specifically waives the same in writing. A written waiver given for one matter or occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver for any other matter or occasion.

Section 8.13 Construction of Agreement .

(a) Where this Agreement states that a Party “will” or “shall” perform in some manner or otherwise act or omit to act, it means that the Party is legally obligated to do so in accordance with this Agreement.

(b) The captions, titles and headings, and table of contents, included in this Agreement are for convenience only and do not affect this Agreement’s construction or interpretation. When a reference is made in this Agreement to an Article or a Section, exhibit or schedule, such reference will be to an Article or Section of, or an exhibit or schedule to, this Agreement unless otherwise indicated.

(c) The words “including,” “includes,” or “include” are to be read as listing non-exclusive examples of the matters referred to, whether or not words such as “without limitation” or “but not limited to” are used in each instance.

(d) This Agreement is not to be construed for or against any Party based on which Party drafted any of the provisions of this Agreement. The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no provision of this Agreement will be interpreted for or against any Party because that Party or its attorney drafted the provision.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Transition Services Agreement as of the day and year first written above.

[Signature page to Transition Services Agreement]

Exhibit 10.2

Execution Version

TAX MATTERS AGREEMENT

BY AND AMONG

THE MANITOWOC COMPANY, INC.

AND

MANITOWOC FOODSERVICE, INC.

MARCH 4, 2016

TABLE OF CONTENTS

i

ii

TAX MATTERS AGREEMENT

THIS TAX MATTERS AGREEMENT (the “ Agreement ”) is entered into on March 4, 2016 (the “ Effective Date ”), by and among The Manitowoc Company, Inc., a Wisconsin corporation (“ Manitowoc ParentCo ”), and Manitowoc Foodservice, Inc., a Delaware corporation (“ SpinCo ”) (Manitowoc ParentCo and SpinCo are sometimes collectively referred to herein as the “ Companies ” and, as the context requires, individually referred to herein as a “ Company ”).

RECITALS

A. The Board of Directors of Manitowoc ParentCo has determined that it would be appropriate and desirable to separate the Foodservice Business (as defined below) from Manitowoc ParentCo. This Agreement is being entered into simultaneously with the distribution by Manitowoc ParentCo of all the outstanding shares of common stock of SpinCo (the “ Distribution ”).

B. Manitowoc ParentCo is the common parent of an affiliated group of corporations that has elected to file consolidated federal income tax returns. Immediately prior to the Distribution, this affiliated group of which Manitowoc ParentCo is the common parent included SpinCo.

C. The Companies intend for the Contribution (as defined below) and the Distribution to qualify as a reorganization described in sections 355 and 368(a)(1)(D) of the Code (defined below) and the Separation Agreement to qualify as a plan of reorganization as described in Treas. Reg. § 1.368-2(g).

D. The Companies desire to provide for and agree upon the allocation between them of liabilities, and entitlements to refunds thereof, for certain Taxes arising prior to, at the time of, and subsequent to the Distribution, and to provide for and agree upon other matters relating to Taxes and to set forth certain covenants and indemnities relating to the Tax-Free Status of the Contribution and the Distribution.

NOW, THEREFORE, in consideration of the foregoing and the agreements and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

The following terms, as used in this Agreement, have the following meanings:

“ Active Trade or Business ” means, (i) with respect to the Distribution, the active conduct (as defined in Section 355(b)(2) of the Code and the Treasury Regulations thereunder, and taking into account the “separate affiliated group” rules of Section 355(b)(3)(B) of the Code) by SpinCo of the Foodservice Business as conducted immediately prior to the Distribution, and

(ii) with respect to any other Separation Transaction intended to qualify as tax-free pursuant to Section 355 of the Code or analogous provisions of state, local or foreign law, the active conduct (as defined in Section 355(b)(2) of the Code and the Treasury Regulations thereunder, and taking into account the “separate affiliated group” rules of Section 355(b)(3)(B) of the Code, or the analogous provisions of state or local law) by the relevant SpinCo Entity of the Foodservice Business relating to such SpinCo Entity as conducted immediately prior to such Separation Transaction.

“ Adjustment Request ” means any formal or informal claim or request filed with any Tax Authority, or with any administrative agency or court, for the adjustment, refund, or credit of Taxes, including (i) any amended Tax Return claiming adjustment to the Taxes as reported on the Tax Return or, if applicable, as previously adjusted, (ii) any claim for equitable recoupment or other offset, and (iii) any claim for refund or credit of Taxes previously paid.

“ Affiliate ” means, when used with respect to a specified Person and at a point in, or with respect to a period of, time, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person at such point in or during such period of time. For the purposes of this definition, “control”, when used with respect to any specified Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract or otherwise. Notwithstanding the two immediately preceding sentences, no member of the Manitowoc ParentCo Group shall be deemed to be an Affiliate of a member of the SpinCo Group solely by reason of having one or more directors in common or by reason of having been under the common control of Manitowoc ParentCo or Manitowoc ParentCo’s shareholders prior to (or, in case of Manitowoc ParentCo’s shareholders, after) the time of the Distribution.

“ Agreement ” means this Tax Matters Agreement.

“ Applicable Interest Rate ” means a per annum rate equal to the three month LIBOR fixing such rate as of the date such payment was due (the “ Due Date ”) or if a holiday the previous business day, plus four percent (4%). Interest will be calculated based on a 365 day year and the actual number of days elapsed from the Due Date.

“ Board Certificate ” has the meaning set forth in Section 6.1(d).

“ Business Day ” has the meaning set forth in the Separation Agreement.

“ Company ” has the meaning set forth in the first paragraph of this Agreement.

“ Contribution ” means the steps set forth in Section 2.2 of the Separation Agreement.

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“ Controlling Party ” has the meaning set forth in Section 9.2(c).

“ DGCL ” means the Delaware General Corporation Law.

“ Distribution ” has the meaning set forth in the recitals to this Agreement.

“ Distribution Date ” means the date on which the Distribution occurs.

“ Due Date ” has the meaning set forth in the definition of Applicable Interest Rate.

“ Effective Date ” has the meaning set forth in the first paragraph of this Agreement.

“ Employee Matters Agreement ” means the Employee Matters Agreement, dated as of March 4, 2016, by and among Manitowoc ParentCo and SpinCo, as amended from time to time.

“ Employment Tax ” means any Tax the liability or responsibility for which is allocated pursuant to the Employee Matters Agreement.

“ Entity ” means a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, an estate, a cooperative, a joint venture, an unincorporated organization, a governmental unit, or other type of entity, without regard to whether any entity is treated as disregarded for U.S. federal income tax purposes.

“ Federal Income Tax ” means any Tax imposed by Subtitle A of the Code (other than an Employment Tax), and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“ Federal Other Tax ” means any Tax imposed by the Code other than any Federal Income Taxes or Employment Taxes, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“ Fifty-Percent or Greater Interest ” has the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code.

“ Filing Date ” has the meaning set forth in Section 6.4(d).

“ Final Determination ” means the final resolution of liability for any Tax, which resolution may be for a specific issue or adjustment or for a taxable period: (i) by IRS Form 870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the taxpayer, or by a comparable form under the laws of a State, local, or foreign taxing jurisdiction, except that a Form 870-AD or comparable form shall not constitute a Final Determination to the extent that it reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for refund or the right of the Tax Authority to assert a further deficiency in respect of such issue or adjustment or for such taxable period (as the case may be); (ii) by a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and unappealable; (iii) by a closing agreement or accepted offer in compromise under Sections 7121

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or 7122 of the Code, or a comparable agreement under the laws of a State, local, or foreign taxing jurisdiction; (iv) by any allowance of a refund or credit in respect of an overpayment of a Tax, but only after the expiration of all periods during which such refund may be recovered (including by way of offset) by the jurisdiction imposing such Tax; (v) by a final settlement resulting from a treaty-based competent authority determination; or (vi) by any other final disposition, including by reason of the expiration of the applicable statute of limitations, the execution of a pre-filing agreement with the IRS or other Tax Authority, or by mutual agreement of the parties.

“ Foodservice Business ” has the meaning set forth in the Separation Agreement.

“ Foreign Income Tax ” means any Tax imposed by any foreign country or any possession of the United States, or by any political subdivision of any foreign country or United States possession, which is an income tax as defined in Treasury Regulation Section 1.901-2, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“ Foreign Other Tax ” means any Tax imposed by any foreign country or any possession of the United States, or by any political subdivision of any foreign country or United States possession other than any Foreign Income Taxes or Employment Taxes, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“ Gain Recognition Agreement ” means a gain recognition agreement as described in Treasury Regulation Section 1.367(a)-8.

“ Internal Reorganization ” has the meaning set forth in the Separation Agreement.

“ Group ” means the Manitowoc ParentCo Group or the SpinCo Group, or both, as the context requires.

“ Internal Reorganization Step Plan ” means that certain plan of reorganization titled The Manitowoc Company, Inc. Proposed Foodservice Separation Steps, dated March 4, 2016.

“ Internal Restructuring ” has the meaning set forth in Section 6.1(e).

“ IRS ” means the U.S. Internal Revenue Service.

“ Joint Return ” means any Tax Return that actually includes, by election or otherwise, one or more members of the Manitowoc ParentCo Group together with one or more members of the SpinCo Group. For the avoidance of doubt, a German organschaft consisting of at least one member of the Manitowoc ParentCo Group and one member of the SpinCo Group

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shall be considered a Joint Return. The fact that a member of one Group may elect to surrender losses to a member of another Group under the United Kingdom’s rules regarding loss surrender shall not cause those members to be considered to have filed a Joint Return, however.

“ Manitowoc ParentCo ” has the meaning set forth in the first paragraph of this Agreement.

“ Manitowoc ParentCo Affiliated Group ” means the affiliated group (as that term is defined in Section 1504 of the Code and the regulations thereunder) of which Manitowoc ParentCo is the common parent.

“ Manitowoc ParentCo Federal Consolidated Income Tax Return ” means any U.S. federal Income Tax Return for the Manitowoc ParentCo Affiliated Group.

“ Manitowoc ParentCo Group ” means Manitowoc ParentCo and its Affiliates, excluding any Entity that is a member of the SpinCo Group.

“ Manitowoc ParentCo Separate Return ” means any Tax Return of or including any member of the Manitowoc ParentCo Group (including any consolidated, combined or unitary return) that does not include any member of the SpinCo Group.

“ Non-Controlling Party ” has the meaning set forth in Section 9.2(c).

“ Notified Action ” has the meaning set forth in Section 6.3(a).

“ Past Practices ” has the meaning set forth in Section 3.3(a).

“ Payment Date ” means (i) with respect to any Manitowoc ParentCo Federal Consolidated Income Tax Return, (A) the due date for any required installment of estimated taxes determined under Section 6655 of the Code, (B) the due date (determined without regard to extensions) for filing the return determined under Section 6072 of the Code, or (C) the date the return is filed, as the case may be, and (ii) with respect to any other Tax Return, the corresponding dates determined under the applicable Tax Law.

“ Payor ” has the meaning set forth in Section 4.3(a).

“ Person ” means an individual or an Entity.

“ Post-Distribution Period ” means any Tax Period beginning after the Distribution Date and, in the case of any Straddle Period, the portion of such Tax Period beginning on the day after the Distribution Date.

“ Pre-Distribution Period ” means any Tax Period ending on or before the Distribution Date and, in the case of any Straddle Period, the portion of such Straddle Period ending on the Distribution Date.

“ Privilege ” means any privilege that may be asserted under applicable law, including, any privilege arising under or relating to the attorney-client relationship (including the attorney-client and work product privileges), the accountant-client privilege, and any privilege relating to internal evaluation processes.

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“ Proposed Acquisition Transaction ” means a transaction or series of transactions (or any agreement, understanding, or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulation Section 1.355-7, to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo would merge or consolidate with any other Person and/or as a result of which any Person or any group of related Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo or one or more holders of outstanding shares of SpinCo Capital Stock, a number of shares of SpinCo Capital Stock that would, when combined with any other changes in ownership of SpinCo Capital Stock pertinent for purposes of Section 355(e) of the Code, comprise 40% or more of (i) the value of all outstanding shares of stock of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (ii) the total combined voting power of all outstanding shares of voting stock of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by SpinCo of a shareholder rights plan, or (ii) issuances by SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a Person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulation Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof are intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

“ Related Agreement ” means any Ancillary Agreement (as defined in the Separation Agreement), other than this Tax Matters Agreement.

“ Representation Letters ” means any representations, officer’s certificates, representation letters, or other materials delivered or deliverable by Manitowoc ParentCo, its Affiliates, or representatives thereof or SpinCo, its Affiliates, or representatives thereof in connection with the Tax Opinion.

“ Required Party ” has the meaning set forth in Section 4.3(a).

“ Responsible Company ” means, with respect to any Tax Return, the Company having responsibility for preparing and filing such Tax Return under this Agreement.

“ Retention Date ” has the meaning set forth in Section 8.1.

“ Ruling ” means a private letter ruling issued by the IRS to Manitowoc ParentCo in connection with the Contribution and Distribution.

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“ Ruling Request ” means any letter filed by Manitowoc ParentCo with the IRS or other Tax Authority requesting a ruling regarding certain tax consequences of the Separation Transactions (including all attachments, exhibits, and other materials submitted with such ruling request letter) and any amendment or supplement to such ruling request letter.

“ Section 336(e) Election ” means an election made pursuant to Section 336(e) of the Code.

“ Section 6.1(d) Acquisition Transaction ” means any transaction or series of transactions that is not a Proposed Acquisition Transaction but would be a Proposed Acquisition Transaction if the percentage reflected in the definition of Proposed Acquisition Transaction were 25% instead of 40%.

“ Separate Return ” means a Manitowoc ParentCo Separate Return or a SpinCo Separate Return, as the case may be.

“ Separation Agreement ” means the Master Separation and Distribution Agreement, dated as of March 4, 2016, by and among Manitowoc ParentCo and SpinCo, as amended from time to time.

“ Separation Transaction ” means any transaction forming part of the Internal Reorganization, the Contribution or the Distribution.

“ SpinCo ” has the meaning set forth in the first paragraph of this Agreement.

“ SpinCo Capital Stock ” means all classes or series of capital stock of SpinCo, including (i) the SpinCo Common Stock, (ii) all options, warrants and other rights to acquire such capital stock, and (iii) all instruments properly treated as stock in SpinCo for U.S. federal income tax purposes.

“ SpinCo Carryback ” means any net operating loss, net capital loss, excess tax credit, or other similar Tax item of any member of the SpinCo Group which may or must be carried from one Tax Period to another prior Tax Period under the Code or other applicable Tax Law.

“ SpinCo Common Stock ” means the common stock, par value $0.01 per share, of SpinCo.

“ SpinCo Entity ” means an Entity that is a member of the SpinCo Group.

“ SpinCo Group ” means, as of any time of determination (whether before or after the Distribution), the group consisting of (i) SpinCo, (ii) each Entity that is a Subsidiary of SpinCo as of the time of determination, (iii) each Entity that is not a Subsidiary of SpinCo as of a time of determination before the Distribution but that later becomes a Subsidiary of SpinCo by the time of the Distribution, and (iv) each Entity that becomes an Affiliate (other than a Subsidiary) of SpinCo after the Distribution.

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“ SpinCo Separate Return ” means any Tax Return of or including any member of the SpinCo Group (including any consolidated, combined or unitary return) that does not include any member of the Manitowoc ParentCo Group.

“ State Income Tax ” means any Tax imposed by any State of the United States, or by any political subdivision of any such State, which is imposed on or measured by net income, including state or local franchise or similar Taxes measured by net income, as well as any state or local franchise, capital or similar Taxes imposed in lieu of a tax imposed on or measured by net income, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“ State Other Tax ” means any Tax imposed by any State of the United States, or by any political subdivision of any such State, other than any State Income Taxes or Employment Taxes, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“ Straddle Period ” means any Tax Period that begins on or before and ends after the Distribution Date.

“ Subpart F Income ” means, collectively, (i) “subpart F income,” as defined in Section 952 of the Code and (ii) any investment in “United States property,” as defined in Section 956 of the Code; to the extent that such amount is recognized under section 951(a)(1)(A) or (B) of the Code.

“ Subsidiary ” means, with respect to a Person, any Entity that is controlled, directly or indirectly, by such Person.

“ Tax ” or “ Taxes ” means any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers compensation, unemployment, disability, property, ad valorem, value added, stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, escheat, alternative minimum, estimated or other tax (including any fee, assessment, or other charge in the nature of or in lieu of any tax), imposed by any governmental entity or political subdivision thereof, and any interest, penalty, additions to tax, or additional amounts in respect of the foregoing.

“ Tax Advisor ” means a tax counsel or accountant, in each case of recognized national standing.

“ Tax Attribute ” means a net operating loss, net capital loss, unused investment credit, unused foreign tax credit, excess charitable contribution, general business credit, research and development credit, earnings and profits, basis, or any other Tax Item that could reduce a Tax or create a Tax Benefit.

“ Tax Authority ” means, with respect to any Tax, the governmental entity or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision.

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“ Tax Benefit ” means any refund, credit, or other reduction in otherwise required liability for Taxes.

“ Tax Contest ” means an audit, review, examination, or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administrative or judicial review of any claim for refund).

“ Tax-Free Status ” means the qualification of the Contribution and the Distribution, taken together, (i) as a reorganization described in Sections 355(a) and 368(a)(1)(D) of the Code, (ii) as a transaction in which the stock distributed thereby is “qualified property” for purposes of Sections 355(d), 355(e), and 361(c) of the Code, and (iii) as a transaction in which Manitowoc ParentCo, SpinCo and the shareholders of Manitowoc ParentCo recognize no income or gain for U.S. federal income tax purposes pursuant to Sections 355, 361, and 1032 of the Code; other than: (i) in the case of Manitowoc ParentCo and SpinCo, intercompany items or excess loss accounts taken into account pursuant to the Treasury Regulations promulgated pursuant to Section 1502 of the Code, and (ii) in the case of shareholders of Manitowoc ParentCo, cash received in lieu of fractional shares.

“ Tax Item ” means, with respect to any Income Tax, any item of income, gain, deduction, loss, or credit.

“ Tax Law ” means the law of any governmental entity or political subdivision thereof relating to any Tax.

“ Tax Opinion ” means the opinion of Baker & McKenzie LLP deliverable to Manitowoc ParentCo in connection with the Contribution and the Distribution.

“ Tax Period ” means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

“ Tax Records ” means any (i) Tax Returns, (ii) Tax Return workpapers, (iii) documentation relating to any Tax Contests, and (iv) any other books of account or records (whether or not in written, electronic, or other tangible or intangible forms and whether or not stored on electronic or any other medium) required to be maintained under the Code or other applicable Tax Laws or under any record retention agreement with any Tax Authority, in each case filed with respect to or otherwise relating to Taxes.

“ Tax-Related Losses ” means (i) all Taxes (including interest and penalties thereon) imposed pursuant to any settlement, Final Determination, judgment or otherwise; (ii) all accounting, legal and other professional fees, and court costs incurred in connection with such Taxes, as well as any other out-of-pocket costs incurred in connection with such Taxes; and (iii) all costs, expenses and damages associated with stockholder litigation or controversies and any amount paid by Manitowoc ParentCo (or any Manitowoc ParentCo Affiliate) or SpinCo (or any SpinCo Affiliate) in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Tax Authority, in each case, resulting from the failure of the Contribution or the Distribution to have Tax-Free Status or from the failure of a Separation Transaction to have the tax treatment described in the Tax Opinion or Internal Reorganization Step Plan.

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“ Tax Return ” means any report of Taxes due, any claim for refund of Taxes paid, any information return with respect to Taxes, or any other similar report, statement, declaration, or document required to be filed under the Code or other Tax Law with respect to Taxes, including any attachments, exhibits, or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.

“ Transfer Pricing Adjustment ” means any proposed or actual allocation by a Tax Authority of any Tax Item between or among any member of the Manitowoc ParentCo Group and any member of the SpinCo Group with respect to any Tax Period ending prior to or including the Distribution Date.

“ Treasury Regulations ” means the regulations promulgated from time to time under the Code as in effect for the relevant Tax Period.

“ UK Loss Surrender Filings ” means any returns, claims or filings required to enable the surrender of losses under United Kingdom tax law from a member of the SpinCo Group (or member of the Manitowoc ParentCo Group) to a member of the Manitowoc ParentCo Group (or a member of the SpinCo Group) including but not limited to the preparation and filing of Her Majesty’s Custom & Revenue’s Form CT600c.

“ Unqualified Tax Opinion ” means an unqualified “will” opinion of a Tax Advisor, which Tax Advisor is acceptable to Manitowoc ParentCo, on which Manitowoc ParentCo may rely to the effect that a transaction will not affect the Tax-Free Status. Any such opinion must assume that the Contribution and the Distribution would have qualified for Tax-Free Status if the transaction in question did not occur.

ARTICLE II

ALLOCATION OF TAX LIABILITIES

2.1. General Rule .

(a) Manitowoc ParentCo Liability . Manitowoc ParentCo shall be liable for, and shall indemnify and hold harmless the SpinCo Group from and against:

(i) any liability for Taxes which are allocated to Manitowoc ParentCo under this Article II;

(ii) any liability for German real estate transfer tax imposed with respect to the Separation Transactions;

(iii) any liability for Tax-Related Losses that Manitowoc ParentCo is liable for under Section 6.4;

(iv) any liability for Taxes as a result of Manitowoc ParentCo’s breach of a warranty or covenant in the Separation Agreement or any Ancillary Agreement (as that term is defined in the Separation Agreement)

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(b) SpinCo Liability . SpinCo shall be liable for, and shall indemnify and hold harmless the Manitowoc ParentCo Group from and against:

(i) any liability for Taxes which are allocated to SpinCo under this Article II;

(ii) any liability for Tax-Related Losses that SpinCo is liable for under Section 6.4; and

(iii) any liability for Taxes as a result of SpinCo’s breach of a warranty or covenant in the Separation Agreement or any Ancillary Agreement (as that term is defined in the Separation Agreement).

2.2. Allocation of Federal Income and Federal Other Taxes . Except as provided in Section 2.5, Federal Income Tax and Federal Other Tax shall be allocated as follows:

(a) Allocation of Federal Income Tax and Federal Other Tax Relating to Joint Returns . With respect to any Joint Return, Manitowoc ParentCo shall be responsible for any and all Federal Income Taxes or Federal Other Taxes due with respect to or required to be reported on any such Joint Return (including any increase in such Tax as a result of a Final Determination) for all Pre-Distribution Periods.

(b) Allocation of Federal Income Tax and Federal Other Tax Relating to Separate Returns .

(i) Manitowoc ParentCo shall be responsible for any and all Federal Income Taxes or Federal Other Taxes due with respect to or required to be reported on any Manitowoc ParentCo Separate Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.

(ii) SpinCo shall be responsible for any and all Federal Income Taxes or Federal Other Taxes due with respect to or required to be reported on any SpinCo Separate Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods. For the avoidance of doubt, this shall include any liability for Taxes imposed with respect to Subpart F Income accrued by a CFC that is a member of the SpinCo Group even if the Subpart F Income accrued in a Straddle Period for that CFC.

2.3. Allocation of State Income and State Other Taxes . Except as provided in Section 2.5, State Income Tax and State Other Tax shall be allocated as follows:

(a) Allocation of State Income Tax and State Other Tax Relating to Joint Returns . Manitowoc ParentCo shall be responsible for any and all State Income Taxes or State Other Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination) for all Pre-Distribution Periods.

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(b) Allocation of State Income Tax and State Other Tax Relating to Separate Returns .

(i) Manitowoc ParentCo shall be responsible for any and all State Income Taxes or State Other Taxes due with respect to or required to be reported on any Manitowoc ParentCo Separate Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.

(ii) SpinCo shall be responsible for any and all State Income Taxes or State Other Taxes due with respect to or required to be reported on any SpinCo Separate Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.

2.4. Allocation of Foreign Income and Foreign Other Taxes . Except as provided in Section 2.5, Foreign Income Tax and Foreign Other Tax shall be allocated as follows:

(a) Allocation of Foreign Income Tax and Foreign Other Tax Relating to Joint Returns .

(i) Allocation to SpinCo for Pre-Distribution Periods . SpinCo shall be responsible for any and all Foreign Income Taxes or Foreign Other Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination) which Taxes are attributable to the SpinCo Group for all Pre-Distribution Periods, as determined pursuant to Section 2.6.

(ii) Allocation to Manitowoc ParentCo for Pre-Distribution Periods . Manitowoc ParentCo shall be responsible for any and all Foreign Income Taxes or Foreign Other Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination) other than those Foreign Income Taxes described in Section 2.4(a)(i) for all Pre-Distribution Periods.

(b) Allocation of Foreign Income Tax and Foreign Other Tax Relating to Separate Returns .

(i) Manitowoc ParentCo shall be responsible for any and all Foreign Income Taxes or Foreign Other Taxes due with respect to or required to be reported on any Manitowoc ParentCo Separate Return, including any Foreign Income Tax of Manitowoc ParentCo or any member of the Manitowoc ParentCo Group imposed by way of withholding by a member of the SpinCo Group (and including any increase in such Tax as a result of a Final Determination) for all Tax Periods.

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(ii) SpinCo shall be responsible for any and all Foreign Income Taxes or Foreign Other Taxes due with respect to or required to be reported on any SpinCo Separate Return, including any Foreign Income Tax of SpinCo or any member of the SpinCo Group imposed by way of withholding by a member of the Manitowoc ParentCo Group (and including any increase in such Tax as a result of a Final Determination) for all Tax Periods.

(iii) Notwithstanding the fact that the Tax Returns reflecting the UK Income Tax liability of the UK members of the Manitowoc ParentCo Group and the SpinCo Group are considered Separate Returns, SpinCo (or Manitowoc ParentCo) agrees to surrender losses that a UK member of the SpinCo Group (or Manitowoc ParentCo) may have to a UK member of the Manitowoc ParentCo Group (or SpinCo Group) for any Pre-Distribution Periods in the event the Tax Return for that member has not yet been filed. Moreover, in the event that: (a) the UK Tax Authority audits a UK member of the Manitowoc ParentCo Group for the Pre-Distribution Period and proposes an increase in the taxable income of that member; and (b) a UK SpinCo Group member has losses that it is allowed to surrender to offset that increase in the year to which that adjustment relates; then that UK member of the SpinCo Group will be obligated to cooperate with Manitowoc ParentCo to surrender those losses to the extent permitted under UK law.

2.5. Certain Employment Taxes . Notwithstanding anything contained herein to the contrary, this Agreement, including Article II, shall not apply with respect to Employment Taxes. Employment Taxes shall be allocated as provided in the Employee Matters Agreement.

2.6. Determination of Tax Attributable to the Foodservice Business .

(a) Foreign Income Tax . For purposes of Section 2.4(a)(i), the amount of Foreign Income Taxes attributable to the SpinCo Group shall be as determined by Manitowoc ParentCo on a pro forma SpinCo Group return prepared:

(i) including only Tax Items of members of the SpinCo Group that were included in the relevant Joint Return;

(ii) using all elections, accounting methods and conventions used on such Joint Return for such period; and

(iii) applying the highest statutory marginal corporate Income Tax rate in effect for such Tax Period.

(b) Limitation . The amount of Foreign Income Taxes attributable to the Foodservice Business for any Tax Period shall not be less than zero.

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2.7. Proration of Taxes : In the event that it becomes necessary to apportion Taxes to the Pre-Distribution Period:

(a) Taxes imposed on income or gains shall be apportioned to the Pre-Distribution Period based on a hypothetical closing of the books as of the close of business on the Distribution Date, provided that a mid-month proration in accordance with Treasury Regulation Section 1.1502-76 may be used as necessary and in Manitowoc ParentCo’s discretion; and

(b) Taxes imposed on a periodic basis (e.g., property taxes) shall be apportioned on a per diem basis.

ARTICLE III

PREPARATION AND FILING OF TAX RETURNS

3.1. Manitowoc ParentCo’s Responsibility . Manitowoc ParentCo has the exclusive obligation and right to prepare and file, or to cause to be prepared and filed:

(a) All Joint Returns; and

(b) Manitowoc ParentCo Separate Returns.

3.2. SpinCo’s Responsibility . SpinCo shall prepare and file, or shall cause to be prepared and filed, all Tax Returns required to be filed by or with respect to members of the SpinCo Group other than those Tax Returns which Manitowoc ParentCo is required to prepare and file under Section 3.1. The Tax Returns required to be prepared and filed by SpinCo under this Section 3.2 shall include any SpinCo Separate Returns. For the avoidance of doubt, SpinCo shall have responsibility for preparing and filing the UK Loss Surrender Filings for the Pre-Distribution Period.

3.3. Tax Reporting Practices .

(a) Manitowoc ParentCo General Rule . Except as provided in Section 3.3(c), Manitowoc ParentCo shall prepare any Tax Return for a Pre-Distribution Period which it has the obligation and right to prepare and file, or cause to be prepared and filed, under Section 3.1, using past practices, accounting methods, elections or conventions (“Past Practices”) used with respect to the Tax Returns in question (unless there is no reasonable basis for the use of such Past Practices), and to the extent any items are not covered by Past Practices (or in the event that there is no reasonable basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices selected by Manitowoc ParentCo.

(b) SpinCo General Rule . Except as provided in Section 3.3(c), with respect to any Tax Return that SpinCo has the obligation and right to prepare and file, or cause to be prepared and filed for a Pre-Distribution Period, under Section 3.2, such Tax Return shall be prepared in accordance with Past Practices used with respect to the Tax Returns in question (unless there is no reasonable basis for the use of such Past Practices), and to the extent any items are not covered by Past

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Practices (or in the event that there is no reasonable basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices selected by SpinCo.

(c) Reporting of Separation Transactions . The Tax treatment of the Separation Transactions reported on any Tax Return shall be consistent with the treatment thereof in the Tax Opinion and Internal Reorganization Step Plan, taking into account the jurisdiction in which such Tax Returns are filed, unless there is no reasonable basis for such Tax treatment. Such treatment reported on any Tax Return for which SpinCo is the Responsible Company shall be consistent with that on any Tax Return filed or to be filed by Manitowoc ParentCo or any member of the Manitowoc ParentCo Group or caused or to be caused to be filed by Manitowoc ParentCo, unless there is no reasonable basis for such Tax treatment. In the event that a Company shall determine that there is no reasonable basis for the Tax treatment described in either of the preceding two sentences, such Company shall notify the other Company twenty (20) Business Days prior to filing the relevant Tax Return and the Companies shall attempt in good faith to agree on the manner in which the relevant portion of the Separation Transactions shall be reported.

3.4. Consolidated or Combined Tax Returns . SpinCo shall elect and join, and shall cause its respective Affiliates to elect and join, in filing any Joint Returns that Manitowoc ParentCo determines are required to be filed or that Manitowoc ParentCo elects to file pursuant to Section 3.1(a).

3.5. Right to Review Tax Returns .

(a) General . The Responsible Company with respect to any material Tax Return shall make the portion of such Tax Return and related workpapers which are relevant to the determination of the other Company’s rights or obligations under this Agreement available for review by the other Company, if requested, to the extent: (i) such Tax Return relates to Taxes for which the requesting party would reasonably be expected to be liable, (ii) such Tax Return relates to Taxes and the requesting party would reasonably be expected to be liable in whole or in part for any additional Taxes owing as a result of adjustments to the amount of such Taxes reported on such Tax Return, (iii) such Tax Return relates to Taxes for which the requesting party would reasonably be expected to have a claim for Tax Benefits under this Agreement, or (iv) the requesting party reasonably determines that it must inspect such Tax Return to confirm compliance with the terms of this Agreement. The Responsible Company shall: (i) notify the non-responsible party of the Tax Return at least fifteen (15) days before the filing date, and (ii) use reasonable efforts to have such Tax Return modified before filing, taking into account the person responsible for payment of the Tax (if any) reported on such Tax Return and whether the amount of Tax liability allocable to the requesting party with respect to such Tax Return is material. The Companies shall attempt in good faith to resolve any issues arising out of the review of such Tax Return.

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(b) Material Tax Returns . For purposes of Section 3.5(a), a Tax Return is “material” if it could reasonably be expected to reflect (i) Tax liability equal to or in excess of $500,000, (ii) a credit or credits equal to or in excess of $500,000 or (iii) a loss or losses equal to or in excess of $1.5 million, in each case with respect to the requesting party.

3.6. SpinCo Carrybacks and Claims for Refund . SpinCo hereby agrees that, unless Manitowoc ParentCo consents in writing, (i) no Adjustment Request with respect to any Tax Return for a pre-Distribution Period or Straddle Period shall be filed, and (ii) any available elections to waive the right to claim in any Pre-Distribution Period with respect to any Tax Return any SpinCo Carryback arising in a Post-Distribution Period shall be made, and no affirmative election shall be made to claim any such SpinCo Carryback.

3.7. Apportionment of Tax Attributes .

(a) Except as provided in paragraph (b), Manitowoc ParentCo may in good faith advise SpinCo in writing of the amount, if any, of any Tax Attributes, which Manitowoc ParentCo determines, in its sole and absolute discretion, shall be allocated or apportioned to the SpinCo Group under applicable law, or may provide SpinCo relevant information for making such determination on an as-is basis, provided that this Section 3.7(a) shall not be construed as obligating Manitowoc ParentCo to undertake any such determination or provide any such information. For the avoidance of doubt, Manitowoc ParentCo makes no representation or warranty as to the accuracy or completeness of any such determination or information. SpinCo and all members of the SpinCo Group shall prepare all Tax Returns in accordance with any such determination. SpinCo may request that Manitowoc ParentCo undertake a determination of the portion, if any, of any particular Tax Attribute to be allocated or apportioned to the SpinCo Group under applicable law; to the extent that Manitowoc ParentCo determines, in its sole and absolute discretion, not to undertake such determination, or does not otherwise advise SpinCo of its intention to undertake such determination within twenty (20) Business Days of the receipt of such request, SpinCo shall be permitted to undertake such determination at its own cost and expense and shall notify Manitowoc ParentCo of its determination, which determination shall not be binding upon Manitowoc ParentCo. In the event that Manitowoc ParentCo does determine a Tax Attribute and SpinCo disagrees with the determination, the dispute shall be addressed by Article XI with the proviso that if SpinCo disagrees with Manitowoc ParentCo’s calculation and wants to pursue its rights under Section 11.2, it must provide written notice within forty-five days of its receipt of Manitowoc ParentCo’s calculation. SpinCo agrees that if it does not exercise its rights under Article XI, it shall not subsequently dispute or take a position contrary to Manitowoc ParentCo’s allocation or apportionment of Tax Attributes. Notwithstanding anything to the contrary contained herein, for the avoidance of doubt, Manitowoc ParentCo shall bear no liability to SpinCo for determinations made by Manitowoc ParentCo pursuant to this Section 3.7(a) if any such determination shall be found or asserted to be inaccurate.

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(b) Manitowoc ParentCo shall provide SpinCo with a calculation of any overall foreign loss (within the meaning of Section 904(f)(2) of the Code) or separate limitation loss (within the meaning of Section 904(f)(5)(E)(iii) of the Code) allocable to any member of the SpinCo Group within six (6) months following the month in which the Distribution occurs or November 30, 2016, whichever is later. SpinCo shall have thirty (30) days to review and comment on Manitowoc ParentCo’s computation. Any dispute shall be addressed by Article XI, with the proviso that if SpinCo disagrees with Manitowoc ParentCo’s calculation and wants to pursue its rights under Section 11.2, it must provide written notice within forty-five days of its receipt of Manitowoc ParentCo’s calculation.

3.8. Signing of Returns Prepared by the Other Party . In the event that a Company is legally required to sign a Tax Return but is not the Responsible Company, the Company shall nevertheless sign the Tax Return prepared by the Responsible Company unless a material position taken on such Tax Return does not have substantial authority as that term is defined under Section 6662 of the Code.

ARTICLE IV

TAX PAYMENTS

4.1. Payment of Taxes With Respect to Certain Joint Returns . In the case of any Joint Return:

(a) Computation and Payment of Tax Due . At least three Business Days prior to any Payment Date for any such Tax Return, the Responsible Company shall compute the amount of Tax required to be paid to the applicable Tax Authority (taking into account the requirements of Section 3.4 relating to consistent accounting practices, as applicable) with respect to such Tax Return on such Payment Date. The Responsible Company shall pay such amount to such Tax Authority on or before such Payment Date (and provide notice and proof of payment to the other Company).

(b) Computation and Payment of Liability With Respect To Tax Due . Within twenty (20) Business Days following the earlier of (i) the due date (including extensions) for filing any such Tax Return (excluding any Tax Return with respect to payment of estimated Taxes or Taxes due with a request for extension of time to file) or (ii) the date on which such Tax Return is filed, if Manitowoc ParentCo is the Responsible Company, then SpinCo shall pay to Manitowoc ParentCo the amount allocable to the SpinCo Group under the provisions of Article II, and if SpinCo is the Responsible Company, then Manitowoc ParentCo shall pay to SpinCo the amount allocable to the Manitowoc ParentCo Group under the provisions of Article II, in each case, plus interest computed at the Applicable Interest Rate on the amount of the payment based on the number of days from the earlier of (i) the due date of the Tax Return (including extensions) or (ii) the date on which such Tax Return is filed, to the date of payment.

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(c) Adjustments Resulting in Underpayments . In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the SpinCo Group in accordance with Article II and SpinCo shall pay to Manitowoc ParentCo any amount due Manitowoc ParentCo (or Manitowoc ParentCo shall pay SpinCo any amount due SpinCo) under Article II within twenty (20) Business Days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 4.1(c) shall include interest computed at the Applicable Interest Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 4.1(c).

4.2. Payment of Separate Company Taxes . Each Company shall pay, or shall cause to be paid, to the applicable Tax Authority when due all Taxes owed by such Company or a member of such Company’s Group with respect to a Separate Return.

4.3. Indemnification Payments .

(a) If any Company (the “ Payor ”) is required under applicable Tax Law to pay to a Tax Authority a Tax that another Company (the “ Required Party ”) is liable for under this Agreement, the Required Party shall reimburse the Payor within twenty (20) Business Days of delivery by the Payor to the Required Party of an invoice for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. The reimbursement shall include interest on the Tax payment computed at the Applicable Interest Rate based on the number of days from the date of the payment to the Tax Authority to the date of reimbursement under this Section 4.3.

(b) All indemnification payments under this Agreement shall be made by Manitowoc ParentCo directly to SpinCo and by SpinCo directly to Manitowoc ParentCo; provided, however, that if the Companies mutually agree with respect to any such indemnification payment, any member of the Manitowoc ParentCo Group, on the one hand, may make such indemnification payment to any member of the SpinCo Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Section 10.1.

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ARTICLE V

TAX REFUNDS AND CORRELATIVE TAX BENEFITS AND SPINCO CARRYBACKS

5.1. Tax Refunds . Manitowoc ParentCo shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes for which Manitowoc ParentCo is liable hereunder, SpinCo shall be entitled (subject to the limitations provided in Section 3.6) to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes for which SpinCo is liable hereunder and a Company receiving a refund to which another Company is entitled hereunder shall pay over such refund to such other Company within twenty (20) Business Days after such refund is received (together with interest computed at the Applicable Interest Rate based on the number of days from the date the refund was received to the date the refund was paid over).

5.2. Correlative Tax Benefits .

(a) If: (i) a member of the SpinCo Group realizes an increase in a Tax Attribute as a result of an adjustment pursuant to a Final Determination that increases Taxes for which a member of the Manitowoc ParentCo Group is liable hereunder (or reduces any Tax Attribute of a member of the Manitowoc ParentCo Group), or (ii) if a member of the Manitowoc ParentCo Group realizes an increase in a Tax Attribute as a result of an adjustment pursuant to a Final Determination that increases Taxes for which a member of the SpinCo Group is liable hereunder (or reduces any Tax Attribute of a member of the SpinCo Group); and such Tax Attribute would not have arisen but for such adjustment or reporting (determined on a “with and without” basis), SpinCo or Manitowoc ParentCo, as the case may be, shall make a payment to either Manitowoc ParentCo or SpinCo, as appropriate, within 90 days following notice of such Final Determination, in an amount equal to the estimated cash Tax Benefit resulting from the realization of the Tax Attribute, based on the forecasted realization of the increased Tax Attribute, calculated at a reasonable Federal and state tax rate and present valued at the Applicable Interest Rate. The intention of this provision is to reduce the administration associated with reporting the realization of the cash Tax Benefit described in Section 5.2(b) for an increase in a Tax Attribute resulting from a Final Determination.

(b) If: (i) a member of the SpinCo Group actually realizes in cash any Tax Benefit as a result of an adjustment pursuant to a Final Determination that increases Taxes for which a member of the Manitowoc ParentCo Group is liable hereunder (or reduces any Tax Attribute of a member of the Manitowoc ParentCo Group), or (ii) if a member of the Manitowoc ParentCo Group actually realizes in cash any Tax Benefit as a result of an adjustment pursuant to a Final Determination that increases Taxes for which a member of the SpinCo Group is liable hereunder (or reduces any Tax Attribute of a member of the SpinCo Group); and such Tax Benefit would not have arisen but for such adjustment or reporting (determined on a “with and without” basis) and has not already been addressed under Section 5.2(a), SpinCo or Manitowoc ParentCo, as the case may be, shall make a payment to either Manitowoc ParentCo or SpinCo, as

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appropriate, within 90 days following such actual realization of the Tax Benefit, in an amount equal to such Tax Benefit actually realized in cash (including any Tax Benefit actually realized as a result of the payment), plus interest on such amount computed at the Applicable Interest Rate based on the number of days from the date of such actual realization of the Tax Benefit to the date of payment of such amount under this section.

(c) In no event shall one Group be required to pay an amount equal to the correlative Tax Benefit to the other Group under this Section 5.2 that exceeds the actual Tax that gave rise to the correlative Tax Benefit.

5.3. SpinCo Carrybacks . SpinCo shall be entitled to any refund that is attributable to, and would not have arisen but for, a SpinCo Carryback permitted pursuant to Section 3.6; provided, however, SpinCo shall indemnify and hold the members of the Manitowoc ParentCo Group harmless from and against any and all collateral Tax consequences resulting from or caused by any such Carryback, including (but not limited to) the loss or postponement of any benefit from the use of Tax Attributes generated by a member of the Manitowoc ParentCo Group or an Affiliate thereof if (i) such Tax Attributes expire unutilized, but would have been utilized but for such Carryback, or (ii) the use of such Tax Attributes is postponed to a later Tax Period than the Tax Period in which such Tax Attributes would have been utilized but for such Carryback. Any such payment of such refund made by Manitowoc ParentCo to SpinCo pursuant to this section shall be recalculated in light of any Final Determination (or any other facts that may arise or come to light after such payment is made, such as a carryback of a Manitowoc ParentCo Group Tax Attribute to a Tax Period in respect of which such refund is received) that would affect the amount to which SpinCo is entitled, and an appropriate adjusting payment shall be made by SpinCo to Manitowoc ParentCo such that the aggregate amount paid pursuant to this section equals such recalculated amount (with interest computed at the Applicable Interest Rate).

ARTICLE VI

TAX-FREE STATUS

6.1. Restrictions on SpinCo .

(a) Compliance with Tax Opinion and Representation Letters . SpinCo shall not take or fail to take, and shall not permit any SpinCo Affiliate to take or fail to take, any action where such action or failure to act would be inconsistent with or cause to be untrue any statement, representation, or covenant in any Representation Letters or the Tax Opinion. SpinCo shall not take or fail to take, and shall not permit any SpinCo Affiliate to take or fail to take, any action which adversely affects or could reasonably be expected to adversely affect (i) the Tax-Free Status of the Contribution and the Distribution, or (ii) the qualification of any Separation Transaction (including, but not limited to, those transactions described in the Tax Opinion or Internal Reorganization Step Plan) under U.S. federal, state, local or non-U.S. Tax Law as wholly or partially tax-free or tax-deferred.

(b) Preservation of Active Trade or Business . From the Distribution Date until the first Business Day after the two-year anniversary of the Distribution

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Date, SpinCo shall (i) maintain its status as a company engaged in the Active Trade or Business for purposes of Section 355(b)(2) of the Code; (ii) not engage in any transaction that would result in it ceasing to be a company engaged in the Active Trade or Business for purposes of Section 355(b)(2) of the Code; (iii) cause each SpinCo Affiliate, whose activities are relied upon in the Tax Opinion for purposes of qualifying a transaction as tax-free pursuant to Section 355 of the Code or other Tax Law, to maintain its status as a company engaged in such Active Trade or Business for purposes of Section 355(b)(2) of the Code and any such other applicable Tax Law; (iv) not engage in any transaction or permit a SpinCo Affiliate to engage in any transaction that would result in them ceasing to be engaged in the relevant Active Trade or Business for purposes of Section 355(b)(2) of the Code or such other applicable Tax Law, taking into account Section 355(b)(3) of the Code for purposes of clauses (i) through (iv); (v) not dispose of or permit a SpinCo Affiliate to dispose of, directly or indirectly, any interest in a SpinCo Affiliate described in clause (iii), or permit any such SpinCo Affiliate to make or revoke any election under Treasury Regulation Section 301.7701-3, and (vi) except as provided in Section 6.1(c) or 6.1(d), not sell, transfer or dispose of any stock or assets constituting more than 25% of the gross assets of the SpinCo Group (measured as of the Distribution Date) to a Person that is not part of SpinCo’s separate affiliated group as defined in Section 355(b)(3) of the Code. The foregoing shall not prevent SpinCo from using its cash or cash equivalents to repay debt, acquire an unrelated company or make distributions to its shareholders.

(c) Proposed Acquisition Transaction . From the Distribution Date until the first Business Day after the two-year anniversary of the Distribution Date, SpinCo shall not, and shall not permit any SpinCo Affiliate to, (i) enter into any Proposed Acquisition Transaction or, to the extent SpinCo has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur (whether by (a) redeeming rights under a shareholder rights plan, (b) finding a tender offer to be a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction, (c) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the DGCL or any similar corporate statute, any “fair price” or other provision of SpinCo’s charter or bylaws, (d) amending its certificate of incorporation to declassify its Board of Directors or approving any such amendment, or otherwise), (ii) merge or consolidate with any other Person or liquidate or partially liquidate, (iii) in a single transaction or series of transactions sell or transfer (other than sales or transfers of inventory in the ordinary course of business) all or substantially all of the assets that were transferred to SpinCo pursuant to the Contribution or sell or transfer 25% or more of the gross assets of any Active Trade or Business or 25% or more of the consolidated gross assets of SpinCo and its Affiliates (the denominator of such percentages to be measured based on fair market value of SpinCo’s assets as of the Distribution Date), (iv) redeem or otherwise repurchase (directly or through a SpinCo Affiliate) any SpinCo stock, or rights to acquire stock, except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue

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Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48), (v) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the voting rights of SpinCo Capital Stock (including, without limitation, through the conversion of one class of SpinCo Capital Stock into another class of SpinCo Capital Stock), or (vi) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in the Representation Letters or the Tax Opinion) which in the aggregate (and taking into account any other transactions described in this Section 6.1(c)) would be reasonably likely to have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire directly or indirectly stock representing a Fifty-Percent or Greater Interest in SpinCo or otherwise jeopardize the Tax-Free Status, unless prior to taking any such action set forth in the foregoing clauses (i) through (vi), (A) SpinCo shall have requested that Manitowoc ParentCo obtain a Ruling in accordance with Section 6.3(b) and Section 6.3(d) to the effect that such transaction will not affect the Tax-Free Status and Manitowoc ParentCo shall have received such a Ruling in form and substance satisfactory to Manitowoc ParentCo in its sole and absolute discretion, or (B) SpinCo shall provide Manitowoc ParentCo with an Unqualified Tax Opinion in form and substance satisfactory to Manitowoc ParentCo in its sole and absolute discretion (and in determining whether an opinion is satisfactory, Manitowoc ParentCo may consider, among other factors, the appropriateness of any underlying assumptions and management’s representations if used as a basis for the opinion, and Manitowoc ParentCo may determine that no opinion would be acceptable to Manitowoc ParentCo), or (C) Manitowoc ParentCo shall have waived the requirement to obtain such Ruling or Unqualified Tax Opinion. Manitowoc ParentCo shall not be required to take any action related to obtaining a Ruling unless and until SpinCo has provided to Manitowoc ParentCo an opinion reasonably acceptable to Manitowoc ParentCo from a Tax Advisor to the effect that the outcome of the ruling process should be favorable. In all events, prior to obtaining either the Ruling or Unqualified Tax Opinion referred to herein, SpinCo shall consult with Manitowoc ParentCo.

(d) Certain Acquisitions of SpinCo Capital Stock . If SpinCo proposes to enter into any Section 6.1(d) Acquisition Transaction or, to the extent SpinCo has the right to prohibit any Section 6.1(d) Acquisition Transaction, proposes to permit any Section 6.1(d) Acquisition Transaction to occur, in each case, during the period from the Effective Date until the first Business Day after the two-year anniversary of the Distribution Date, SpinCo shall provide Manitowoc ParentCo, no later than ten Business Days following the signing of any written agreement with respect to the Section 6.1(d) Acquisition Transaction, with a written description of such transaction (including the type and amount of SpinCo Capital Stock to be issued in such transaction) and a certificate of the Board of Directors of SpinCo to the effect that the Section 6.1(d) Acquisition Transaction is not a Proposed Acquisition Transaction or any other transaction to which the requirements of Section 6.1(c) apply (a “ Board Certificate ”).

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(e) SpinCo Internal Restructuring . SpinCo shall not engage in, and shall not cause or permit, any internal restructuring (including by making or revoking any election under Treasury Regulation Section 301.7701-3) involving a member of the SpinCo Group including any contribution, sale, or other transfer (not including sales in the ordinary course of business) of any of the assets contributed to SpinCo as described in the Separation Agreement (any such action, an “ Internal Restructuring ”), during or with respect to any Tax Period (or portion thereof) ending on or prior to the two-year anniversary of the Distribution Date unless SpinCo first consults with Manitowoc ParentCo regarding any such proposed actions reasonably in advance of taking any such proposed actions and considers in good faith any comments from Manitowoc ParentCo relating thereto.

(f) Gain Recognition Agreements . SpinCo shall not (i) take any action (including, but not limited to, the sale or disposition of any stock, securities, or other assets), (ii) permit any member of the SpinCo Group to take any such action, (iii) fail to take any action, or (iv) permit any member of the SpinCo Group to fail to take any action, in each case that would cause Manitowoc ParentCo or any member of the Manitowoc ParentCo Group to recognize gain under any Gain Recognition Agreement. In addition, SpinCo shall file, and shall cause any member of the SpinCo Group to file, any Gain Recognition Agreement reasonably requested by Manitowoc ParentCo which Gain Recognition Agreement is determined by Manitowoc ParentCo to be necessary so as to (i) allow for or preserve the tax-free or tax-deferred nature, in whole or part, of any Separation Transaction, or (ii) avoid Manitowoc ParentCo or any member of the Manitowoc ParentCo Group recognizing gain under any Gain Recognition Agreement.

6.2. Restrictions on Manitowoc ParentCo . Manitowoc ParentCo shall not take or fail to take, and shall not permit any Manitowoc ParentCo Affiliate to take or fail to take, any action (i) where such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant or representation in any Representation Letters or the Tax Opinion, or (ii) which adversely affects or could reasonably be expected to adversely affect (A) the Tax-Free Status of the Contribution and the Distribution, or (B) the qualification of any Separation Transaction under U.S. federal, state, local, or non-U.S. Tax Law as tax free from so qualifying; provided, however, that this Section 6.2 shall not be construed as obligating Manitowoc ParentCo to consummate the Distribution nor shall it be construed as preventing Manitowoc ParentCo from terminating the Separation Agreement pursuant to the terms of the Separation Agreement. For the avoidance of doubt, SpinCo’s sole recourse for violations of this Section 6.2 shall be as set forth in Section 6.4(b).

6.3. Procedures Regarding Opinions and Rulings .

(a) Notified Actions . If SpinCo notifies Manitowoc ParentCo that it desires to take one of the actions described in clauses (i) through (vi) of Section 6.1(c) (a “ Notified Action ”), Manitowoc ParentCo and SpinCo shall reasonably cooperate to attempt to obtain the Ruling or Unqualified Tax Opinion referred to in Section 6.1(c), unless Manitowoc ParentCo shall have waived the requirement to obtain such Ruling or Unqualified Tax Opinion.

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(b) Rulings or Unqualified Tax Opinions at SpinCo’s Request . Manitowoc ParentCo agrees that at the reasonable request of SpinCo pursuant to Section 6.1(c), Manitowoc ParentCo shall cooperate with SpinCo and use reasonable efforts to seek to obtain, as expeditiously as possible, a Ruling from the IRS or an Unqualified Tax Opinion for the purpose of permitting SpinCo to take the Notified Action. Further, in no event shall Manitowoc ParentCo be required to file any Ruling Request under this Section 6.3(b), and Manitowoc ParentCo shall not file any Ruling Request under this Section 6.3(b), unless SpinCo represents that (A) it has read the Ruling Request, and (B) all information and representations, if any, relating to any member of the SpinCo Group, contained in the Ruling Request documents are (subject to any qualifications therein) true, correct, and complete. Within ten Business Days after receiving an invoice from Manitowoc ParentCo therefor, SpinCo shall reimburse Manitowoc ParentCo for all reasonable costs and expenses, including expenses relating to the utilization of Manitowoc ParentCo personnel, incurred by the Manitowoc ParentCo Group in obtaining a Ruling or Unqualified Tax Opinion requested by SpinCo.

(c) Rulings or Unqualified Tax Opinions at Manitowoc ParentCo’s Request . Manitowoc ParentCo shall have the right to obtain a Ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If Manitowoc ParentCo determines to obtain a Ruling or an Unqualified Tax Opinion, SpinCo shall (and shall cause each Affiliate of SpinCo to) cooperate with Manitowoc ParentCo and take any and all actions reasonably requested by Manitowoc ParentCo in connection with obtaining the Ruling or Unqualified Tax Opinion (including, without limitation, by making any representation or covenant or providing any materials or information requested by the IRS or Tax Advisor; provided that SpinCo shall not be required to make (or cause any Affiliate of SpinCo to make) any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). Within ten Business Days after receiving an invoice from SpinCo therefor, Manitowoc ParentCo shall reimburse SpinCo for all reasonable costs and expenses, including expenses relating to the utilization of SpinCo personnel, incurred by the SpinCo Group in connection with such cooperation.

(d) Ruling Process . SpinCo hereby agrees that Manitowoc ParentCo shall have sole and exclusive control over the process of obtaining any Ruling, and that only Manitowoc ParentCo shall apply for a Ruling. In connection with obtaining a Ruling pursuant to Section 6.3(b): (i) Manitowoc ParentCo shall keep SpinCo informed in a timely manner of all material actions taken or proposed to be taken by Manitowoc ParentCo in connection therewith; (ii) Manitowoc ParentCo shall (1) reasonably in advance of the submission of any Ruling Request documents provide SpinCo with a draft copy thereof, (2) reasonably consider SpinCo’s comments on such draft copy, and (3) provide SpinCo with a final copy;

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and (iii) Manitowoc ParentCo shall provide SpinCo with notice reasonably in advance of, and SpinCo shall have the right to attend, any formally scheduled meetings with the IRS (subject to the approval of the IRS) that relate to such Ruling. Neither SpinCo nor any SpinCo Affiliate directly or indirectly controlled by SpinCo shall seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) at any time concerning the Contribution or the Distribution (including the impact of any transaction on the Contribution or the Distribution).

6.4. Liability for Tax-Related Losses .

(a) SpinCo Liability . Notwithstanding anything in this Agreement or the Separation Agreement to the contrary (and in each case regardless of whether a Ruling, Unqualified Tax Opinion, or waiver described in clause (A), (B), or (C) of Section 6.1(c) may have been provided, regardless of whether Manitowoc ParentCo may have consented to an Internal Restructuring, and regardless of whether an action may be required by law), subject to Section 6.4(c), SpinCo shall be responsible for, and shall indemnify and hold harmless Manitowoc ParentCo and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of any Tax-Related Losses that are attributable to or result from any one or more of the following: (A) the acquisition (other than pursuant to the Contribution or the Distribution) of all or a portion of SpinCo’s stock and/or its or its subsidiaries’ assets by any means whatsoever by any Person; (B) any negotiations, understandings, agreements, or arrangements by SpinCo with respect to transactions or events (including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly stock of SpinCo representing a Fifty-Percent or Greater Interest therein; (C) any action or failure to act by SpinCo after the Distribution (including, without limitation, any amendment to SpinCo’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo stock (including, without limitation, through the conversion of one class of SpinCo Capital Stock into another class of SpinCo Capital Stock); (D) any act or failure to act by SpinCo or any SpinCo Affiliate described in Section 6.1 (regardless whether such act or failure to act may be required by law or may be covered by a Ruling, Unqualified Tax Opinion, or waiver described in clause (A), (B) or (C) of Section 6.1(c), a Board Certificate described in Section 6.1(d), a consent described in Section 6.1(e)); or (E) any breach by SpinCo of its agreement and representation set forth in Section 6.1(a) or its representations set forth in Section 6.5.

(b) Manitowoc ParentCo Liability . Notwithstanding anything in this Agreement or the Separation Agreement to the contrary, subject to Section 6.4(c), Manitowoc ParentCo shall be responsible for, and shall indemnify and hold harmless SpinCo and its Affiliates and each of their respective officers, directors

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and employees from and against, one hundred percent (100%) of any Tax-Related Losses that are attributable to, or result from any one or more of the following: (A) the acquisition (other than pursuant to the Contribution or the Distribution) of all or a portion of Manitowoc ParentCo’s stock and/or its assets by any means whatsoever by any Person; (B) any negotiations, agreements, or arrangements by Manitowoc ParentCo with respect to transactions or events (including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly stock of Manitowoc ParentCo representing a Fifty-Percent or Greater Interest therein; (C) any act or failure to act by Manitowoc ParentCo or a member of the Manitowoc ParentCo Group described in Section 6.2 or any breach by Manitowoc ParentCo of its agreement and representation set forth in Section 6.2, limited, in each case, to Tax-Related Losses arising from Taxes of the Manitowoc ParentCo Group for which a SpinCo Entity is found jointly, severally, or secondarily liable pursuant to the provisions of Treasury Regulation Section 1.1502-6 (or similar provisions of state, local or foreign Tax law).

(c) Computation of Liability .

(i) To the extent that any Tax-Related Loss is subject to indemnity under both Section 6.4(a) and Section 6.4(b), responsibility for such Tax-Related Loss shall be shared by Manitowoc ParentCo and SpinCo according to relative fault.

(1) Notwithstanding Section 6.4(b) or 6.4(c)(i), with respect to (I) any Tax-Related Loss resulting from Section 355(e) of the Code (other than as a result of an acquisition of a Fifty Percent or Greater Interest in Manitowoc ParentCo) and (II) any other Tax-Related Loss resulting (for the avoidance of doubt, in whole or in part) from an acquisition after the Distribution of any stock or assets of SpinCo (or any SpinCo Affiliate) by any means whatsoever by any Person or any action or failure to act by SpinCo affecting the voting rights of SpinCo stock, SpinCo shall be responsible for, and shall indemnify and hold harmless Manitowoc ParentCo and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of such Tax-Related Losses.

(2) Notwithstanding anything to the contrary in Section 6.4(a) or Section 6.4(c)(i), with respect to (I) any Tax-Related Loss resulting from Section 355(e) of the Code (other than as a result of an acquisition of a Fifty Percent or Greater Interest in SpinCo) and (II) any other Tax-Related Loss resulting (for the avoidance of doubt, in whole or in part) from an acquisition after the Distribution of any stock or assets of Manitowoc ParentCo (or any

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Manitowoc ParentCo Affiliate) by any means whatsoever by any Person, Manitowoc ParentCo shall be responsible for, and shall indemnify and hold harmless SpinCo and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of such Tax-Related Losses.

(ii) For purposes of calculating the amount and timing of any Tax-Related Loss for which a Company is responsible under this Section 6.4, Tax-Related Losses shall be calculated by assuming that Tax is paid at the highest marginal corporate Tax rates in effect for the relevant entity in each relevant taxable year and there are no Tax Attributes available in any relevant taxable year. Each Company shall have the right to review the computation of any Tax-Related Losses prepared by the other Company.

(d) Payment of Tax-Related Losses . SpinCo shall pay Manitowoc ParentCo the amount of any Tax-Related Losses for which SpinCo is responsible under this Section 6.4: (A) in the case of Tax-Related Losses described in clause (i) of the definition of Tax-Related Losses, no later than two Business Days prior to the date Manitowoc ParentCo files, or causes to be filed, the applicable Tax Return for the year of the Contribution or Distribution, as applicable (the “ Filing Date ”) (provided that if such Tax-Related Losses arise pursuant to a Final Determination described in clause (i), (ii) or (iii) of the definition of Final Determination, then SpinCo shall pay Manitowoc ParentCo no later than two Business Days after the later of the date of such Final Determination or the date Manitowoc ParentCo provides notice of such determination to SpinCo) , and (B) in the case of Tax-Related Losses described in clause (ii) or (iii) of the definition of Tax-Related Losses, no later than two Business Days after the later of the date Manitowoc ParentCo pays such Tax-Related Losses or the date that Manitowoc provides notice of payment to SpinCo. Manitowoc ParentCo shall pay SpinCo the amount of any Tax-Related Losses described in clause (ii) or (iii) of the definition of Tax-Related Loss for which Manitowoc ParentCo is responsible under this Section 6.4 no later than two Business Days after the later of the date that SpinCo pays such Tax-Related Losses or the date that SpinCo provides notice of payment to Manitowoc ParentCo.

(e) Section 336(e) Election . If Manitowoc ParentCo determines, in its sole discretion, that a Section 336(e) Election shall be made with respect to the Distribution, SpinCo shall (and shall cause the relevant member of the SpinCo Group to) join with Manitowoc ParentCo or the relevant member of the Manitowoc ParentCo Group in the making of such election and shall take any action reasonably requested by Manitowoc ParentCo or that is otherwise necessary to give effect to such election (including making any other related election). If a Section 336(e) Election is made with respect to the Distribution, then, in the event the Contribution and Distribution fail to have Tax-Free Status and Manitowoc ParentCo is not entitled to indemnification for the Tax-Related Losses arising from such failure, SpinCo shall pay to Manitowoc ParentCo any Tax Benefits actually realized in cash by the SpinCo Group or any member of the

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SpinCo Group arising from the step-up in Tax basis resulting from the Section 336(e) Election; provided, such amounts payable shall be reduced by all reasonable costs incurred by SpinCo to amend any Tax Returns or other governmental filings related to such Section 336(e) Election.

6.5. Representations .

(a) Each of Manitowoc ParentCo and SpinCo hereby represents and warrants that: (A) it has reviewed the Representation Letters, and (B) subject to any qualifications therein, all information, representations and covenants contained in such Representation Letters that relate to such Company or any member of its Group are true, correct and complete.

(b) SpinCo hereby represents and warrants as of the date of this Agreement and at the Distribution Date that it has no plan or intention of taking any action, or failing to take any action (or causing or permitting any member of its Group to take or fail to take any action), in each case, from and after the Distribution Date that could reasonably be expected to cause any representation or factual statement made in this Agreement, the Separation Agreement, the Representation Letters or any of the Ancillary Agreements to be untrue.

(c) SpinCo hereby represents and warrants that, during the two-year period ending on the Distribution Date, there was no “agreement, understanding or arrangement, substantial negotiations or discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) by any one or more officers or directors of any member of the SpinCo Group or by any other person or persons with the implicit or explicit permission of one or more of such officers or directors regarding an acquisition of all or a significant portion of the SpinCo Capital Stock (or any predecessor), provided however, that no representation is made regarding any such “agreement, understanding, arrangement, substantial negotiations or discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) by any one or more officers, directors, or controlling shareholders of any member of the Manitowoc ParentCo Group (or another person with the implicit or explicit permission of one or more of such persons).

ARTICLE VII

ASSISTANCE AND COOPERATION

7.1. Assistance and Cooperation .

(a) The Companies shall cooperate (and cause their respective Affiliates to cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Companies and their Affiliates including (i) preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in

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respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making all information and documents in their possession relating to the other Company and its Affiliates available to such other Company as provided in Article VIII. Each of the Companies shall also make available to the other, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. In the event that a member of the Manitowoc ParentCo Group, on the one hand, or a member of the SpinCo Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment, the Companies shall cooperate pursuant to this Article VII to seek any competent authority relief that may be available with respect to such Transfer Pricing Adjustment. SpinCo shall cooperate with Manitowoc ParentCo and take any and all actions reasonably requested by Manitowoc ParentCo in connection with obtaining the Tax Opinion (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested by any Tax Advisor; provided that SpinCo shall not be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control).

(b) Any information or documents provided under this Article VII shall be kept confidential by the Company receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither Manitowoc ParentCo nor any Manitowoc ParentCo Affiliate shall be required to provide SpinCo or any SpinCo Affiliate or any other Person access to or copies of any information, documents, or procedures (including the proceedings of any Tax Contest) other than information, documents, or procedures that relate to SpinCo, or the business or assets of SpinCo or any SpinCo Affiliate, and (ii) in no event shall Manitowoc ParentCo or any Manitowoc ParentCo Affiliate be required to provide SpinCo, any SpinCo Affiliate, or any other Person access to or copies of any information or documents if such action could reasonably be expected to result in the waiver of any Privilege. In this regard, the parties shall, where appropriate, discuss entering into a joint defense or common interest agreement to preserve privilege in the event of an exchange of otherwise privileged information. In addition, in the event that Manitowoc ParentCo determines that the provision of any information or documents to SpinCo or any SpinCo Affiliate could be commercially detrimental, violate any law or agreement, or waive any Privilege, the parties shall use reasonable best efforts to permit compliance with its obligations under this Article VII in a manner that avoids any such harm or consequence.

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7.2. Income Tax Return Information . SpinCo and Manitowoc ParentCo acknowledge that time is of the essence in relation to any request for information, assistance, or cooperation made by Manitowoc ParentCo or SpinCo pursuant to Section 7.1 or this Section 7.2. SpinCo and Manitowoc ParentCo acknowledge that failure to conform to the reasonable deadlines set by Manitowoc ParentCo or SpinCo could cause irreparable harm. Each Company shall provide to the other Company information and documents relating to its Group required by the other Company to prepare Tax Returns, including, but not limited to, any pro forma returns required by the Responsible Company for purposes of preparing such Tax Returns. Any information or documents the Responsible Company requires to prepare such Tax Returns shall be provided in such form as the Responsible Company reasonably requests and at or prior to the time reasonably specified by the Responsible Company so as to enable the Responsible Company to file such Tax Returns on a timely basis.

7.3. Reliance by Manitowoc ParentCo . If any member of the SpinCo Group supplies information to a member of the Manitowoc ParentCo Group in connection with a Tax liability and an officer of a member of the Manitowoc ParentCo Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the Manitowoc ParentCo Group identifying the information being so relied upon, the chief financial officer of SpinCo (or any officer of SpinCo as designated by the chief financial officer of SpinCo) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete.

7.4. Reliance by SpinCo . If any member of the Manitowoc ParentCo Group supplies information to a member of the SpinCo Group in connection with a Tax liability and an officer of a member of the SpinCo Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the SpinCo Group identifying the information being so relied upon, the chief financial officer of Manitowoc ParentCo (or any officer of Manitowoc ParentCo as designated by the chief financial officer of Manitowoc ParentCo) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete.

ARTICLE VIII

TAX RECORDS

8.1. Retention of Tax Records . Each Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Manitowoc ParentCo shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven years after the Distribution Date (such later date, the “ Retention Date ”). After the Retention Date, each Company may dispose of such Tax Records upon 60 Business Days’ prior written notice to the other Company. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII are no longer material in the administration of any matter under the Code

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or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon 60 Business Days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 8.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Company shall have the opportunity, at its cost and expense, to copy or remove, within such 60 Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo may decommission or discontinue such program or system upon 90 days’ prior notice to Manitowoc ParentCo and Manitowoc ParentCo shall have the opportunity, at its cost and expense, to copy, within such 90-day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

8.2. Access to Tax Records . The Companies and their respective Affiliates shall make available to each other for inspection and copying during normal business hours upon reasonable notice all Tax Records (and, for the avoidance of doubt, any pertinent underlying data accessed or stored on any computer program or information technology system) in their possession and shall permit the other Company and its Affiliates, authorized agents and representatives and any representative of a Taxing Authority or other Tax auditor direct access, at the cost and expense of such other Company, during normal business hours upon reasonable notice to any computer program or information technology system used to access or store any Tax Records, in each case to the extent reasonably required by the other Company in connection with the preparation of Tax Returns or financial accounting statements, audits, litigation, or the resolution of items under this Agreement.

8.3. Preservation of Privilege . No member of the SpinCo Group shall provide access to, copies of, or otherwise disclose to any Person any documentation relating to Taxes existing prior to the Distribution Date to which Privilege may reasonably be asserted without the prior written consent of Manitowoc ParentCo, such consent not to be unreasonably withheld.

ARTICLE IX

TAX CONTESTS

9.1. Notice . Each of the Companies shall provide prompt notice to the other Company of any written communication from a Tax Authority regarding any pending Tax audit, assessment or proceeding, or other material Tax Contest of which it becomes aware related to Taxes for Tax Periods for which it is indemnified by the other Company hereunder or for which it may be required to indemnify the other Company hereunder. Such notice shall attach copies of the pertinent portion of any written communication from a Tax Authority and contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. If an indemnified party has knowledge of an asserted Tax liability with respect to a matter for which it is to be indemnified hereunder and such party fails to give the indemnifying party prompt notice of such asserted Tax liability and the indemnifying party is entitled under this Agreement to contest the asserted Tax liability, then (i) if the indemnifying party is precluded from contesting the asserted Tax liability in any forum as a result of the failure to give prompt notice, the indemnifying party shall have no obligation to

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indemnify the indemnified party for any Taxes arising out of such asserted Tax liability, and (ii) if the indemnifying party is not precluded from contesting the asserted Tax liability in any forum, but such failure to give prompt notice results in a material monetary detriment to the indemnifying party, then any amount which the indemnifying party is otherwise required to pay the indemnified party pursuant to this Agreement shall be reduced by the amount of such detriment. For purposes of the foregoing, a Tax Contest shall be considered “material” if it could reasonably be expected to result in: (i) a liability equal to or in excess of $500,000; (ii) a loss of credit or credits equal to or in excess of $500,000; or (iii) a loss or losses equal to or in excess of $1.5 million.

9.2. Control of Tax Contests .

(a) Separate Returns . In the case of any Tax Contest with respect to any Separate Return, the Company having liability for the Tax pursuant to Article II shall have exclusive control over the Tax Contest, including exclusive authority with respect to any settlement of such Tax liability, subject to Section 9.2(c) and Section 9.2(d).

(b) Joint Return . In the case of any Tax Contest with respect to any Joint Return, Manitowoc ParentCo shall have exclusive control over the Tax Contest, including exclusive authority with respect to any settlement of such Tax liability, subject to Section 9.2(c) and Section 9.2(d).

(c) Settlement Rights . The Controlling Party shall have the sole right to contest, litigate, compromise and settle any Tax Contest without obtaining the prior consent of the Non-Controlling Party. Unless waived by the parties in writing, in connection with any potential adjustment in a Tax Contest as a result of which adjustment the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this Agreement: (i) the Controlling Party shall keep the Non-Controlling Party informed in a timely manner of all actions taken or proposed to be taken by the Controlling Party with respect to such potential adjustment in such Tax Contest; (ii) the Controlling Party shall timely provide the Non-Controlling Party copies of any written materials relating to such potential adjustment in such Tax Contest received from any Tax Authority; (iii) the Controlling Party shall timely provide the Non-Controlling Party with copies of any correspondence or filings submitted to any Tax Authority or judicial authority in connection with such potential adjustment in such Tax Contest; (iv) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such potential adjustment in such Tax Contest; and (v) the Controlling Party shall defend such Tax Contest diligently and in good faith. The failure of the Controlling Party to take any action specified in the preceding sentence with respect to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability and/or obligation which it may have to the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was actually harmed by such failure, and in no event shall such

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failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party. In the case of any Tax Contest described in Section 9.2(a) or Section 9.2(b), “ Controlling Party ” means the Company entitled to control the Tax Contest under such Section and “ Non-Controlling Party ” means the other Company.

(d) Tax Contest Participation . Unless waived by the parties in writing, the Controlling Party shall provide the Non-Controlling Party with written notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any formally scheduled meetings with Tax Authorities or hearings or proceedings before any judicial authorities in connection with any potential adjustment in a Tax Contest pursuant to which the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this Agreement. The failure of the Controlling Party to provide any notice specified in this Section 9.2(d) to the Non-Controlling Party shall not relieve the Non-Controlling Party of any obligation which it may have to the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was actually harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party.

(e) Consultation in the Absence of Indemnification Obligation . In the event that one Group has responsibility for a Tax Contest that could reasonably be expected to have a correlative tax liability of $1 million or more to the other Group, the Group having responsibility for that Tax Contest shall consult with the other Group with respect to the resolution of that Tax Contest even if the other Group may not be obligated to indemnify the Group having control over the Tax Contest. In no event, however, shall the Group having responsibility for handling the Tax Contest be required to accept recommendations from the other Group with respect to the resolution of the Tax Contest.

(f) Power of Attorney . Each member of the SpinCo Group shall execute and deliver to Manitowoc ParentCo (or such member of the Manitowoc ParentCo Group as Manitowoc ParentCo shall designate) any power of attorney or other similar document reasonably requested by Manitowoc ParentCo (or such designee) in connection with any Tax Contest (as to which Manitowoc ParentCo is the Controlling Party) described in this Article IX. Each member of the Manitowoc ParentCo Group shall execute and deliver to SpinCo (or such member of the SpinCo Group as SpinCo shall designate) any power of attorney or other similar document requested by SpinCo (or such designee) in connection with any Tax Contest (as to which SpinCo is the Controlling Party) described in this Article IX.

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ARTICLE X

TAX TREATMENT OF INDEMNITY PAYMENTS

10.1. Tax Characterization of Indemnity Payments . In the absence of any change in Tax treatment under the Code or except as otherwise required by other applicable Tax Law, any indemnity payments made by a Company under this Agreement, the Separation Agreement or the Ancillary Agreements shall be reported for Tax purposes by the Payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Distribution (but only to the extent the payment does not relate to a Tax allocated to the Payor in accordance with Section 1552 of the Code or the Treasury Regulations thereunder or Treasury Regulation Section 1.1502-33(d) (or under corresponding principles of other applicable Tax Laws)) or as payments of an assumed or retained liability.

10.2. Gross Up . If notwithstanding the manner in which payments described in Section 10.1 were reported, there is an adjustment to the Tax liability of a Company as a result of its receipt of a payment pursuant to this Agreement or the Separation Agreement or the Ancillary Agreements, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Income Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Income Taxes), shall equal the amount of the payment which the Company receiving such payment would otherwise be entitled to receive.

10.3. Interest Under This Agreement . Anything herein to the contrary notwithstanding, to the extent one Company (“ Indemnitor ”) makes a payment of interest to another Company (“ Indemnitee ”) under this Agreement with respect to the period from the date that the Indemnitee made a payment of Tax to a Tax Authority to the date that the Indemnitor reimbursed the Indemnitee for such Tax payment, the interest payment shall be treated as interest expense to the Indemnitor (deductible to the extent provided by law) and as interest income by the Indemnitee (includible in income to the extent provided by law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnitor or increase in Tax to the Indemnitee.

ARTICLE XI

DISAGREEMENTS

11.1. Discussion . The Companies mutually desire that friendly collaboration will continue between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute between any member of the Manitowoc ParentCo Group and any member of the SpinCo Group as to the interpretation of any provision of this Agreement or the performance of obligations hereunder, the Tax departments of the Companies shall negotiate in good faith to attempt to resolve the dispute.

11.2. Escalation . Either Company may, at any time, terminate any negotiations between the Tax departments of the Companies and may make a written request to refer the

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matter to the Dispute Resolution Committee (as defined in the Separation Agreement) pursuant to Section 7.3 of the Separation Agreement. In that event, the provisions of Section 7.3 of the Separation Agreement shall govern the process for resolving the dispute.

ARTICLE XII

MISCELLANEOUS PROVISIONS

12.1. Effectiveness . This Agreement is effective as of the Effective Date. The representations, warranties, covenants, and agreements set forth in this Agreement shall be unconditional and absolute and shall remain in effect without limitation as to time.

12.2. Notices . Any notice, consent, request, authorization, or approval permitted or required under this Agreement shall make specific reference to the fact that the notice is pursuant to this Agreement, shall be in writing, shall be delivered in person, by facsimile transmission (fax), by email, by overnight air courier, or by registered or certified mail, and shall be directed to the parties at the addresses described below in this Section (or at such other address as shall be given in writing by a party hereto). Any such notice shall be deemed to have been duly given and to have become effective (i) in the case of personal delivery, when delivered, (ii) in the case of facsimile, when received by the recipient in legible form and the sender has received an electronic confirmation of receipt of the transmission (provided, however, that such transmission and confirmation are received by 5:00 p.m., local time, on a Business Day; otherwise, such transmission shall be deemed to have been received on the next Business Day), (iii) in the case of email, upon the sender’s receipt of written confirmation of receipt from the recipient of such electronic mail (which, for purposes of this Section, shall not include an automated response), (iv) in the case of delivery by overnight courier, upon the date of delivery indicated in the records of such courier, and (v) three (3) Business Days after having been deposited in the mails as certified or registered matter, all fees prepaid.

Any notice to Manitowoc ParentCo shall be sent to it at:

The Manitowoc Company, Inc.

2400 South 44th Street

Manitowoc, WI 54221

Attention: Vice-President Taxes

Facsimile: (920) 652-9777

Any notice to SpinCo shall be sent to it at:

Manitowoc Foodservice, Inc.

2227 Welbilt Blvd.

New Port Richey, FL 34655

Attention: Vice-President, Tax

Facsimile: 920-652-9779

12.3. Authority . Each of the parties represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver, and perform this Agreement, (b) the execution, delivery, and performance of this Agreement have been duly authorized by all

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necessary corporate or other action, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid, and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and general equity principles.

12.4. Choice of Law and Severability . This Agreement shall be construed, interpreted, and enforced in accordance with the internal laws and decisions of the State of Wisconsin. If any provision of this Agreement shall be contrary to the laws of the State of Wisconsin or any other applicable law, at the present time or in the future, such provision shall be deemed null and void, but this shall not affect the legality of the remaining provisions of this Agreement. This Agreement shall be deemed to be modified and amended so as to be in compliance with applicable law, and this Agreement shall then be construed in such a way as will best serve the intention of the parties at the time of the execution of this Agreement.

12.5. Captions, Gender, References, and Number . The captions in this Agreement are inserted only as a matter of convenience and in no way affect the terms or intent of any provision of this Agreement. The words such as “herein”, “hereinafter”, “hereof”, and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear. The singular shall include the plural, and the masculine gender shall include the feminine and neuter, and vice versa, unless the context otherwise requires. The terms “including” and “include” shall mean “including without limitation” and “include without limitation”, respectively. Unless the context otherwise clearly requires: (i) any references herein to Articles, Sections, or Exhibits mean the Articles and Sections of, and the Exhibits attached to, this Agreement; (ii) any references to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and by this Agreement; (iii) any references to a statute means such statute as amended from time to time, and includes any successor legislation thereto; and (iv) any reference to a Person includes a reference to any predecessor or successor. The Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

12.6. Counterparts . The parties may execute this Agreement in multiple counterparts, each of which constitutes an original as against the party that signed it, and all of which together constitute one agreement. This Agreement is effective upon delivery of one executed counterpart from each party hereto to the other party. The signatures of the parties need not appear on the same counterpart. The delivery of signed counterparts by facsimile or email transmission that includes a copy of the sending party’s signature is as effective as signing and delivering the counterpart in person.

12.7. Binding Effect . This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective successors and assigns. Nothing in this Agreement shall be construed to give any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to provisions of this Agreement.

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12.8. Entire Agreement . This Agreement, the Separation Agreement, and the Employee Matters Agreement contain the entire agreement between the Companies with respect to the subject matter hereof and supersedes all other agreements, whether or not written, in respect of any Tax between or among any member or members of the Manitowoc ParentCo Group, on the one hand, and any member or members of the SpinCo Group, on the other hand. All such other agreements shall be of no further effect between the Companies and any rights or obligations existing thereunder shall be fully and finally settled, calculated as of the Effective Date. In the event of any inconsistency between this Agreement and the Separation Agreement, or any other agreements relating to the transactions contemplated by the Separation Agreement, with respect to Taxes, the provisions of this Agreement shall control.

12.9. Further Assurances . The Companies shall execute and deliver such further instruments and do such further acts and things as may be required to carry out the intent and purposes of this Agreement.

12.10. Waiver . No failure on the part of any party hereto to object to or complain of any breach or default by another party under this Agreement or to take any other action with respect thereto, irrespective of how long such failure may continue, shall constitute or be deemed a waiver of that or of any other breach or default. No waiver by any party hereto of any breach or default on the part of another party hereto shall be effective unless set forth in writing and executed by the waiving party, and any such waiver shall operate only as a waiver of the particular breach or default specified in such written waiver, and shall not be effective as a waiver of any other subsequent breach or default on the part of another party hereto.

12.11. Expenses . Except as otherwise provided in this Agreement, each party and its Affiliates shall bear their own expenses incurred in connection with preparation of Tax Returns, Tax Contests, and other matters related to Taxes under the provisions of this Agreement.

12.12. Late Payments . Any amount owed by one party to another party under this Agreement which is not paid when due shall bear interest at the Applicable Interest Rate, compounded semiannually, from the due date of the payment to the date paid. To the extent interest required to be paid under this Section 12.12 duplicates interest required to be paid under any other provision of this Agreement, interest shall be computed at the higher of the interest rate provided under this Section 12.12 or the interest rate provided under such other provision.

12.13. No Double Recovery . No provision of this Agreement shall be construed to provide an indemnity or other recovery for any costs, damages, or other amounts for which the damaged party has been fully compensated under any other provision of this Agreement or under any other agreement or action at law or equity. Unless expressly required in this Agreement, a party hereto shall not be required to exhaust all remedies available under other agreements or at law or equity before recovering under the remedies provided in this Agreement.

12.14. Amendment . This Agreement may not be amended except by the written agreement of all the parties to this Agreement.

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12.15. Specific Performance . The parties acknowledge that irreparable damage would occur in the event that any of the provisions of this Agreement, including Section 6.1, were not performed in accordance with its specific terms or were otherwise breached. The parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement, including Section 6.1, and to enforce specifically the terms and provisions hereof in any court having jurisdiction, such remedy being in addition to any other remedy to which they may be entitled at law or in equity.

12.16. Jurisdiction . If any dispute arises out of or in connection with this Agreement, except as expressly contemplated by another provision of this Agreement, the parties irrevocably (and the parties shall cause each other member of their respective Group to irrevocably) (i) consent and submit to the co-exclusive jurisdiction of federal and state courts located in the State of Wisconsin and in the State of Florida, (ii) waive any objection to that choice of forum in Wisconsin or in Florida based on venue or to the effect that the forum is not convenient, and (iii) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO TRIAL OR ADJUDICATION BY JURY.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties have duly executed this Agreement on the Effective Date.

[Signature page to Tax Matters Agreement]

Exhibit 10.3

Execution Version

EMPLOYEE MATTERS AGREEMENT

THIS EMPLOYEE MATTERS AGREEMENT (this “ Agreement ”) is effective as of March 4, 2016 between The Manitowoc Company, Inc., a Wisconsin corporation (“ Manitowoc ParentCo ”), and Manitowoc Foodservice, Inc., a Delaware corporation (“ Manitowoc Foodservice ”).

WHEREAS , Manitowoc ParentCo and Manitowoc Foodservice are party to that certain Master Separation and Distribution Agreement, dated as of March 4, 2016 (the “ Separation Agreement ”), pursuant to which the parties agreed to separate the business of Manitowoc Foodservice and its subsidiaries from Manitowoc ParentCo; and

WHEREAS , certain individuals who work in or are assigned to the business of Manitowoc Foodservice and its subsidiaries and are directly employed by Manitowoc ParentCo or its affiliates will receive offers of employment from, or will otherwise become employees of, Manitowoc Foodservice or its subsidiaries pursuant to this Agreement or by operation of applicable local laws; and

WHEREAS , the parties hereto wish to set forth their agreement as to certain matters regarding the treatment of, and the compensation and employee benefits provided to, those former employees of Manitowoc ParentCo and its affiliates who become employees of Manitowoc Foodservice or its subsidiaries as described above, pursuant to the terms of this Agreement or by operation of applicable local laws.

NOW, THEREFORE , in consideration of the foregoing and the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:

ARTICLE 1

DEFINITIONS

For purposes of this Agreement, the definitions set forth below apply. Capitalized terms used in this Agreement and not defined below have the meanings set forth elsewhere in this Agreement.

“ Affiliate ” of any specified person means any other person directly or indirectly “controlling,” “controlled by,” or “under common control with” (within the meaning of the Securities Act of 1933, as amended), such specified person; provided that for purposes of this Agreement, unless this Agreement expressly provides otherwise, the determination of whether a person is an Affiliate of another person will be made assuming that no member of the Manitowoc ParentCo Group is an Affiliate of any member of the Manitowoc Foodservice Group.

“ Applicable Transfer Date ” means the date on which a Delayed Transfer Employee actually commences employment with the Manitowoc Foodservice Group or the Manitowoc ParentCo Group (as applicable).

“ Business Day ” means a day other than a Saturday, a Sunday or a day on which banking institutions located in New York, New York are authorized or obligated by law or executive order to close.

“ Code ” means the Internal Revenue Code of 1986, as amended. Any reference to a specific provision of the Code includes any successor provision and the regulations promulgated under such provision.

“ Contractor ” means a person, other than an employee, who works in or is assigned to the businesses of Manitowoc ParentCo, Manitowoc Foodservice or any of their Affiliates.

“ Controlled Group Member ” means, as to Manitowoc ParentCo or Manitowoc Foodservice, any other entity which either is part of a controlled group of corporations which includes that party or is a trade or business under common control with that party, as defined in Sections 414(b), (c), and (m) of the Code.

“ Cranes Equity Compensation Award ” means each Cranes Stock Option, Cranes Restricted Share and Cranes Time-Based RSU.

“ Cranes Price ” means the Option Exercise Price multiplied by a fraction, (a) the numerator of which is the simple average of the volume-weighted average price of a share of Manitowoc ParentCo Common Stock solely on the New York Stock Exchange (on the ex-Distribution market to the extent applicable) on each of the first twenty (20) full trading sessions beginning with the first full trading session in which the Manitowoc ParentCo Common Stock began trading on the ex-Distribution market as reported by Bloomberg L.P. or any successor thereto and (b) the denominator of which is the simple average of the volume-weighted average price of a share of Manitowoc ParentCo Common Stock solely on the New York Stock Exchange on each of the last twenty (20) full trading sessions immediately prior to the effective time of the Distribution as reported by Bloomberg L.P. or any successor thereto.

“ Cranes Restricted Share ” means a restricted share of Manitowoc ParentCo Common Stock relating to Manitowoc ParentCo Restricted Shares described in Section 9.1(a)(ii)(1).

“ Cranes Stock Option ” means an option to acquire Manitowoc ParentCo Common Stock relating to a Manitowoc ParentCo Stock Option described in Section 9.1(a)(i).

“ Cranes Time-Based RSU ” means a restricted stock unit award with respect to Manitowoc ParentCo Common Stock relating to Manitowoc ParentCo Time-Based RSUs described in Section 9.1(a)(ii)(2) that vests based solely on the passage of time.

“ Delayed Transfer Employee ” has the meaning given in Section 7.3.

“ Distribution ” means the distribution of all of the outstanding shares of Manitowoc Foodservice Common Stock to holders of shares of Manitowoc ParentCo Common Stock.

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“ Distribution Date ” means the date on which the Distribution occurs.

“ Effective Date ” means March 4, 2016.

“ Eligible Inactive Employees ” means those U.S. Employees and Non-U.S. Employees who are on an approved leave of absence at the time of the Manitowoc Foodservice Employment Date and who the parties agree will not transfer their employment on the Manitowoc Foodservice Employment Date unless legally required. Eligible Inactive Employees will be separately identified as such on Schedules 1(a) and 1(b). Notwithstanding the foregoing, if any such U.S. Employee or Non-U.S. Employee would fall within this definition of “Eligible Inactive Employee” but has otherwise been expressly designated prior to the Manitowoc Foodservice Employment Date to immediately participate in the corollary Manitowoc Foodservice Employee Benefit Plan which governs such leave of absence immediately as of such Manitowoc Foodservice Employment Date (instead of the Manitowoc ParentCo Employee Benefit Plan which would normally govern such leave of absence), then such U.S. Employee or Non-U.S. Employee will not be considered an “Eligible Inactive Employee” but instead will qualify as a Transferred Employee and otherwise not be identified on Schedule 1(a) or Schedule 1(b).

“ Employee Benefit Plan ” means:

(a) any plan, fund, or program which provides health, medical, drug, surgical, hospital or dental care or other welfare benefits, or benefits in the event of sickness, accident or disability, or death benefits, apprenticeship or other training programs, or day care centers, scholarship funds, or prepaid legal services;

(b) any plan, fund, or program which provides retirement income to employees or results in a deferral of income by employees for periods extending to the termination of covered employment or beyond;

(c) any plan, fund or program which provides severance, unemployment, vacation or fringe benefits (including dependent and health care spending accounts);

(d) any incentive compensation plan, deferred compensation plan, stock option or stock-based incentive or compensation plan, or stock purchase plan; or

(e) any other “employee pension benefit plan” (as defined in Section 3(2) of ERISA) (or plans having similar effect under non-U.S. law), any other “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) (or plans having similar effect under non-U.S. law), and any other written or oral plan, agreement or arrangement involving direct or indirect compensation including, without limitation, insurance coverage, severance benefits, disability benefits, fringe benefits, pension or retirement plans, profit sharing, deferred compensation, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement compensation.

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“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder. Any reference to a specific provision of ERISA includes any successor provision and the regulations promulgated under such provision.

“ Former Foodservice Business Employee ” means any individual (i) who on or before the close of business on December 31, 2015 retired or otherwise separated from service from Manitowoc ParentCo and its Affiliates, and (ii) whose last day worked with Manitowoc ParentCo and its Affiliates prior to the close of business on December 31, 2015 was with the Transferred Businesses.

“ Former Manitowoc ParentCo Business Employee ” means any individual (i) who on or before the close of business on December 31, 2015 retired or otherwise separated from service from Manitowoc ParentCo and its Affiliates, and (ii) whose last day worked with Manitowoc ParentCo and its Affiliates prior to the close of business on December 31, 2015 was with the Manitowoc ParentCo Business.

“ Manitowoc Foodservice Common Stock ” means the common stock, par value $0.01 per share, of Manitowoc Foodservice.

“ Manitowoc Foodservice Employment Date ” means (i) with respect to any country and any Transferred Employee, the date that Manitowoc Foodservice or one of its Affiliates will become the employer of the Transferred Employees in that country pursuant to Articles 2 or 3 below, as applicable, or (ii) with respect to any Other U.S. Manitowoc Foodservice Employee or Other Non-U.S. Manitowoc Foodservice Employee, the date that Manitowoc Foodservice or one of its Affiliates becomes the employer of the Other U.S. Manitowoc Foodservice Employee or Other Non-U.S. Manitowoc Foodservice Employee. Manitowoc ParentCo and Manitowoc Foodservice expect that the Manitowoc Foodservice Employment Date will be December 20, 2015 for U.S. Transferred Employees and January 1, 2016 for Non-U.S. Transferred Employees.

“ Manitowoc Foodservice Equity Compensation Award ” means each Manitowoc Foodservice Stock Option, Manitowoc Foodservice Restricted Share, Manitowoc Foodservice Time-Based RSU or any other outstanding equity-based award relating to Manitowoc Foodservice Common Stock granted under a Manitowoc Foodservice LTIP.

“ Manitowoc Foodservice Group ” means Manitowoc Foodservice and each subsidiary of Manitowoc Foodservice as of the Effective Date and each other person that becomes an Affiliate of Manitowoc Foodservice after the Effective Date.

“ Manitowoc Foodservice Group Employees ” means all U.S. Transferred Employees, Non-U.S. Transferred Employees, Other U.S. Manitowoc Foodservice Employees and Other Non-U.S. Manitowoc Foodservice Employees.

“ Manitowoc Foodservice LTIP ” means the Manitowoc Foodservice 2016 Omnibus Incentive Plan and any stock-based or other incentive plan identified by Manitowoc Foodservice before the Distribution Date.

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“ Manitowoc Foodservice Non-U.S. Plans ” means Manitowoc Foodservice’s or one of its Affiliates’ Employee Benefit Plans under which any of the Non-U.S. Transferred Employees will be eligible to participate as of the Manitowoc Foodservice Employment Date or a later date.

“ Manitowoc Foodservice Price ” means the Option Exercise Price multiplied by a fraction, (a) the numerator of which is the simple average of the volume-weighted average price of a share of Manitowoc Foodservice Common Stock solely on the New York Stock Exchange (on a “when-issued” basis to the extent applicable) on each of the first twenty (20) full trading sessions beginning with the first full trading session in which the Manitowoc Foodservice Common Stock began trading on a “when issued” basis as reported by Bloomberg L.P. or any successor thereto and (b) the denominator of which is the simple average of the volume-weighted average price of a share of Manitowoc ParentCo Common Stock solely on the New York Stock Exchange on each of the last twenty (20) full trading sessions immediately prior to the effective time of the Distribution as reported by Bloomberg L.P. or any successor thereto.

“ Manitowoc Foodservice Restricted Share ” means a restricted share of Manitowoc Foodservice Common Stock granted by Manitowoc Foodservice as of the Distribution under a Manitowoc Foodservice LTIP pursuant to Section 9.1(a)(ii)(1).

“ Manitowoc Foodservice Shared Employee Contract ” means any agreements entered into by (i) Manitowoc ParentCo with current or former employees of Manitowoc ParentCo or subsidiaries of Manitowoc ParentCo or (ii) Manitowoc Foodservice with any Transferred Employee as a replacement or conversion of the agreements described in clause (i) of this definition, in each case, that relate to the protection of trade secrets, intellectual property, confidential information, customer relationships and goodwill of the Manitowoc ParentCo Business and any such agreements that limit or restrict the activities of employees during or following termination of employment, including, without limitation, non-competition agreements, confidentiality agreements and agreements relating to patents.

“ Manitowoc Foodservice Stock Option ” means an option to acquire shares of Manitowoc Foodservice Common Stock granted by Manitowoc Foodservice as of the Distribution under a Manitowoc Foodservice LTIP pursuant to Section 9.1(a)(i)(2).

“ Manitowoc Foodservice Time-Based RSU ” means a restricted stock unit award with respect to Manitowoc Foodservice Common Stock granted by Manitowoc Foodservice as described in Section 9.1(a)(ii)(2) that vests based solely on the passage of time.

“ Manitowoc Foodservice U.S. Benefit Plans ” means Manitowoc Foodservice’s or one of its Affiliates’ Employee Benefit Plans under which any of the U.S. Transferred Employees will be eligible to participate as of January 1, 2016, or as of the Distribution Date, as specified herein.

“ Manitowoc ParentCo Business ” means the businesses or operations of the Manitowoc ParentCo Group other than the Transferred Businesses.

“ Manitowoc ParentCo Common Stock ” means the common stock, par value $0.01 per share, of Manitowoc ParentCo.

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“ Manitowoc ParentCo Equity Compensation Award ” means each Manitowoc ParentCo Stock Option, Manitowoc ParentCo Performance Share, Manitowoc ParentCo Restricted Share, Manitowoc ParentCo Time-Based RSU or any other outstanding equity-based award relating to Manitowoc ParentCo Common Stock granted under a Manitowoc ParentCo LTIP.

“ Manitowoc ParentCo Group ” means Manitowoc ParentCo and each person that is or becomes an Affiliate of Manitowoc ParentCo (other than any member of the Manitowoc Foodservice Group).

“ Manitowoc ParentCo Group Employees ” means all U.S. Employees and Non-U.S. Employees.

“ Manitowoc ParentCo LTIP ” means each of the Manitowoc ParentCo 2013 Omnibus Incentive Plan, the Manitowoc ParentCo 2003 Incentive Stock and Awards Plan and the Manitowoc ParentCo 2004 Non-Employee Director Stock and Awards Plan, as amended from time to time.

“ Manitowoc ParentCo Non-U.S. Plans ” means Manitowoc ParentCo’s and its Affiliates’ Employee Benefit Plans (i) in which any of the Non-U.S. Transferred Employees have been eligible to participate immediately prior to the Manitowoc Foodservice Employment Date or (ii) with respect to which any of the Non-U.S. Transferred Employees constituted an employee group covered thereunder immediately prior to the Manitowoc Foodservice Employment Date even if not yet participating thereunder until completion of all applicable eligibility requirements.

“ Manitowoc ParentCo Performance Share ” means a performance share award granted by Manitowoc ParentCo under a Manitowoc ParentCo LTIP before the Distribution Date.

“ Manitowoc ParentCo Restricted Share ” means a restricted share of Manitowoc ParentCo Common Stock granted by Manitowoc ParentCo under a Manitowoc ParentCo LTIP before the Distribution Date.

“ Manitowoc ParentCo Shared Employee Contract ” means any agreements entered into by Manitowoc ParentCo or one of its Affiliates with current or former employees and not included in the Transferred Assets that relate to the protection of trade secrets, intellectual property, confidential information, customer relationships and goodwill of the Transferred Businesses and any such agreements that limit or restrict the activities of employees during or following termination of employment.

“ Manitowoc ParentCo Stock Option ” means an option to acquire Manitowoc ParentCo Common Stock granted by Manitowoc ParentCo under a Manitowoc ParentCo LTIP before the Distribution Date.

“ Manitowoc ParentCo Time-Based RSU ” means a time-based restricted stock unit award granted by Manitowoc ParentCo under a Manitowoc ParentCo LTIP before the Distribution Date, and includes Manitowoc ParentCo Performance Share awards that are converted into Manitowoc ParentCo Time-Based RSUs pursuant to Section 9.1(a)(ii)(4).

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“ Manitowoc ParentCo U.S. Plans ” means Manitowoc ParentCo’s and its Affiliates’ Employee Benefit Plans (i) in which any of the U.S. Transferred Employees have been eligible to participate immediately prior to the Manitowoc Foodservice Employment Date or (ii) with respect to which any of the U.S. Transferred Employees constituted an employee group covered thereunder immediately prior to the Manitowoc Foodservice Employment Date even if not yet participating thereunder until completion of all applicable eligibility requirements.

“ Non-U.S. Employee ” means each employee of Manitowoc ParentCo or of any Affiliate of Manitowoc ParentCo on a non-U.S. payroll immediately prior to the Manitowoc Foodservice Employment Date who works in or is assigned to the Transferred Businesses and is listed on Schedule 1(a). Schedule 1(a) will be completed by Manitowoc ParentCo in cooperation with Manitowoc Foodservice; an initial version was agreed between Manitowoc ParentCo and Manitowoc Foodservice within a reasonable period of time prior to the Manitowoc Foodservice Employment Date, and an updated version thereof will be agreed between Manitowoc ParentCo and Manitowoc Foodservice within a reasonable period of time after the Distribution Date.

“ Non-U.S. Transferred Employee ” means each Non-U.S. Employee who accepts an offer of employment from, or otherwise by the operation of applicable local law becomes an employee of, Manitowoc Foodservice or one of its Affiliates, as contemplated by Article 8. Each such person will be separately identified as such on each version of Schedule 1(a) following the applicable Manitowoc Foodservice Employment Date.

“ Option Exercise Price ” means the pre-adjustment exercise price of the applicable Manitowoc ParentCo Stock Option.

“ Other Non-U.S. Manitowoc Foodservice Employee ” means each employee of Manitowoc Foodservice or one of its Affiliates on a non-U.S. payroll as of the Distribution Date other than a Non-U.S. Transferred Employee.

“ Other U.S. Manitowoc Foodservice Employee ” means each employee of Manitowoc Foodservice or one of its Affiliates on a U.S. payroll as of the Distribution Date other than a U.S. Transferred Employee.

“ Plan Payee ” means, as to an individual who participates in an Employee Benefit Plan, such individual’s dependents, beneficiaries, alternate payees and alternate recipients, as applicable under such Employee Benefit Plan.

“ Plan Split Date ” means January 1, 2016.

“ Transferred Assets ” means the assets of the Manitowoc Foodservice Group.

“ Transferred Businesses ” means the businesses of the Manitowoc Foodservice Group.

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“ Transferred Contractor ” means each Contractor who works in or is assigned to the Transferred Businesses as of the Manitowoc Foodservice Employment Date in each country where the Contractor is engaged.

“ Transferred Employee ” means any U.S. Transferred Employee and any Non-U.S. Transferred Employee.

“ Transition Services Agreement ” means that Transition Services Agreement, dated as of March 4, 2016, between Manitowoc ParentCo and Manitowoc Foodservice.

“ U.S. Employee ” means each employee of Manitowoc ParentCo or any Affiliate of Manitowoc ParentCo on a U.S. payroll immediately prior to the Manitowoc Foodservice Employment Date who works in or is assigned to the Transferred Businesses and is listed on Schedule 1(b), as such Schedule 1(b) will be amended between the Manitowoc Foodservice Employment Date and the Distribution Date to reflect changes which the parties agree have occurred in the ordinary course of business. Schedule 1(b) will be completed by Manitowoc ParentCo in cooperation with Manitowoc Foodservice; an initial version was agreed between Manitowoc ParentCo and Manitowoc Foodservice within a reasonable period of time prior to the Manitowoc Foodservice Employment Date; and an updated version thereof will be agreed between Manitowoc ParentCo and Manitowoc Foodservice within a reasonable period of time after the Distribution Date.

“ U.S. Transferred Employee ” means each U.S. Employee transferred to employment with Manitowoc Foodservice or one of its Affiliates as provided in Article 2. Each such person will be separately identified as such on each version of Schedule 1(b) following the applicable Manitowoc Foodservice Employment Date.

ARTICLE 2

U.S. TRANSFERRED EMPLOYEE MATTERS

2.1 U.S. Transferred Employees .

(a) Effective as of the Manitowoc Foodservice Employment Date, Manitowoc Foodservice or one of its Affiliates will become the employer of each U.S. Employee who is transferred on the Manitowoc Foodservice Employment Date and elects to continue in his or her employment thereafter.

(b) If any Eligible Inactive Employee on the U.S. payroll becomes eligible to return to active work status after the Manitowoc Foodservice Employment Date and at a time when he or she would be entitled to reemployment under either applicable law or Manitowoc ParentCo’s policies and procedures in existence immediately prior to the Manitowoc Foodservice Employment Date, Manitowoc Foodservice or one of its Affiliates will extend an offer of employment to such person within five (5) Business Days after Manitowoc Foodservice’s first being notified in writing by the Eligible Inactive Employee, or Manitowoc ParentCo on his/her behalf, of such person’s becoming eligible to work, and any such person who accepts such an offer will be treated as a U.S. Transferred Employee as of his or her date of hire with Manitowoc Foodservice or one of its Affiliates (which date of hire will be specified in the written offer from Manitowoc

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Foodservice or one of its Affiliates to the Eligible Inactive Employee and will be substituted for the “Manitowoc Foodservice Employment Date” as to that U.S. Transferred Employee for all purposes of this Agreement). Manitowoc Foodservice agrees that its (or its Affiliate’s) offer of employment will meet whatever requirements may exist for reinstating the Eligible Inactive Employee under applicable law or Manitowoc ParentCo’s policies and procedures in existence immediately prior to the Manitowoc Foodservice Employment Date.

(c) If any U.S. Transferred Employee is hired by any Affiliate of Manitowoc Foodservice, then that Affiliate will be bound by (and Manitowoc Foodservice will cause that Affiliate to honor) all of the provisions of this Agreement that would have applied to Manitowoc Foodservice with respect to that U.S. Transferred Employee, for such period as Manitowoc Foodservice would have been bound by such provisions.

(d) Manitowoc ParentCo and Manitowoc Foodservice acknowledge and agree that the Distribution and the transfer or employment of Employees as contemplated by this Section 2.1 shall not be deemed a severance of employment of any U.S. Transferred Employee for purposes of this Agreement or any Employee Benefit Plan of any member of the Manitowoc ParentCo Group or any member of the Manitowoc Foodservice Group.

2.2 Compensation . At the time of the Manitowoc Foodservice Employment Date, Manitowoc Foodservice will compensate each U.S. Transferred Employee (other than U.S. Transferred Employees whose scope of duties is changed in connection with their transfer):

(a) at a base wage or base salary rate and any applicable variable pay rate (e.g., shift differential pay) which will not be less than that provided to the U.S. Transferred Employee by Manitowoc ParentCo immediately prior to the Manitowoc Foodservice Employment Date; and

(b) with target incentive pay or other additional compensation opportunities substantially comparable in the aggregate to the target incentive pay or other compensation opportunities for which the U.S. Transferred Employee was eligible immediately prior to the Manitowoc Foodservice Employment Date.

Nothing herein shall preclude Manitowoc Foodservice from changing any employee’s base wage or base salary rate or any applicable variable pay rate, or from amending or terminating any other employee benefit or other compensation arrangements, after the Manitowoc Foodservice Employment Date.

2.3 Severance . Effective on the Distribution Date, Manitowoc Foodservice will create a severance program (the “ Manitowoc Foodservice Severance Plan ”) which provides severance allowances and benefits which are no less favorable than the severance allowance and benefits that would have been provided with respect to any U.S. Transferred Employee who would have been severed under The Manitowoc Company, Inc. Severance Pay Plan as in effect on the date hereof. The Manitowoc Foodservice Severance Plan will credit all U.S. Transferred Employees with their service with Manitowoc ParentCo and its Affiliates prior to the Manitowoc Foodservice Employment Date in accordance with Section 2.5.

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2.4 Paid Time Off . During the period from the Manitowoc Foodservice Employment Date through 11:59 p.m. on the day preceding the Distribution Date, Manitowoc Foodservice will adopt and adhere to a paid time off policy no less favorable than the policy of Manitowoc ParentCo as in effect immediately prior to the Manitowoc Foodservice Employment Date for the benefit of all U.S. Transferred Employees and Other U.S. Manitowoc Foodservice Employees, and will be responsible for paying or providing all accrued leave thereunder with respect to such U.S. Transferred Employees and Other U.S. Manitowoc Foodservice Employees. On and after the Distribution Date, U.S. Transferred Employees’ and Other U.S. Manitowoc Foodservice Employees’ entitlement to paid time off or vacation time will be accrued and used only in accordance with Manitowoc Foodservice’s own paid time off or vacation policy.

2.5 Service Credit . Manitowoc Foodservice will provide each U.S. Transferred Employee or Other U.S. Manitowoc Foodservice Employee with full credit for all purposes under the Manitowoc Foodservice U.S. Benefit Plans (including, without limitation, any Manitowoc Foodservice paid time off and severance plans or policies), for pre-Distribution Date (i) service with Manitowoc ParentCo and its Affiliates and Controlled Group Members (including Manitowoc Foodservice), and (ii) service credited under the comparable Manitowoc ParentCo U.S. Plans for employment other than with Manitowoc ParentCo and its Affiliates and Controlled Group Members; provided that in no event will Manitowoc Foodservice be required to provide any service credit to any U.S. Transferred Employee or Other U.S. Manitowoc Foodservice Employee to the extent Manitowoc Foodservice determines in its discretion that the provision of such credit would result in any duplication of benefits or unusual or unintended increase in benefits.

ARTICLE 3

TAX-QUALIFIED DEFINED BENEFIT PLANS

3.1 Manitowoc Foodservice Spinoff DB Plans .

(a) Effective as of the Plan Split Date, Manitowoc Foodservice or another member of the Manitowoc Foodservice Group will establish and adopt certain defined benefit plans that are intended to qualify under Code Section 401(a), along with a related master trust or trusts that is exempt under Code Section 501(a) (such plans and trusts, the “ Manitowoc Foodservice Spinoff DB Plans ”). On the Plan Split Date, each Manitowoc Foodservice Spinoff DB Plan will have terms and features (including benefit accrual provisions) that are substantially similar to one of the Employee Benefit Plans listed on Schedule 3.1(a) (such Employee Benefit Plans, the “ Split DB Plans ”), such that (for the avoidance of doubt) each Split DB Plan is substantially replicated by a corresponding Manitowoc Foodservice Spinoff DB Plan. Each Manitowoc Foodservice Spinoff DB Plan shall assume liability for all benefits accrued or earned (whether or not vested) by Manitowoc Foodservice Group Employees and Former Foodservice Business Employees and their respective Plan Payees under the corresponding Split DB Plan as of the Plan Split Date. As of or prior to the Plan Split Date, Manitowoc Foodservice or a member of the Manitowoc Foodservice Group is solely responsible for taking all necessary, reasonable, and appropriate actions (including the submission of the Manitowoc Foodservice Spinoff DB Plans to the Internal Revenue Service for a determination of their tax-qualified status) to establish, maintain and administer the Manitowoc

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Foodservice Spinoff DB Plans so that they are qualified under Section 401(a) of the Code and that the related trusts thereunder are exempt under Section 501(a) of the Code. The portion of liabilities relating to Manitowoc ParentCo Group Employees and Former Manitowoc ParentCo Business Employees and their respective Plan Payees will cease to be liabilities of the applicable Split DB Plan, and will be assumed by the corresponding Manitowoc Foodservice Spinoff DB Plan in accordance with this Section and Section 414(l) of the Code, Treasury Regulation Section 1.414(l)-1 and Section 208 of ERISA.

(b) Manitowoc ParentCo has caused or will cause its actuary to determine the estimated value, as of the Plan Split Date, of the assets required to be held on behalf of each Manitowoc Foodservice Spinoff DB Plan in accordance with the assumptions and methodologies set forth in Treasury Regulation Section 1.414(l)-1 and ERISA Section 4044 (the “ Estimated Retirement Plan Transfer Amount ” for each such plan). Within thirty (30) days after the Plan Split Date, Manitowoc ParentCo shall cause the trust for each Split DB Plan to transfer to the trust of each Manitowoc Foodservice Spinoff DB Plan an amount in cash or in-kind equal to 95% of the Estimated Retirement Plan Transfer Amount for such plan.

(c) Within three (3) months after the Plan Split Date, Manitowoc ParentCo will cause its actuary to provide Manitowoc Foodservice with a revised calculation of the value, as of the Plan Split Date, of the assets to be transferred to each Manitowoc Foodservice Spinoff DB Plan determined in accordance with the assumptions and methodologies set forth in Treasury Regulation Section 1.414(l)-1 and ERISA Section 4044 and reflecting any demographic updates (the “ Final Retirement Plan Transfer Amount ” for each such Manitowoc Foodservice Spinoff DB Plan). Within one hundred twenty (120) days after the Plan Split Date, Manitowoc ParentCo will cause each Split DB Plan to transfer to the corresponding Manitowoc Foodservice Spinoff DB Plan an amount in cash or in kind equal to (i) the Final Retirement Plan Transfer Amount, minus (ii) any amounts previously transferred from such Split DB Plan (A) directly to the corresponding Manitowoc Foodservice Spinoff DB Plan or (B) to a third party on behalf of the corresponding Manitowoc Foodservice Spinoff DB Plan (such amount, the “ True-Up Amount ”). If the True-Up Amount is a negative number with respect to any Manitowoc Foodservice Spinoff DB Plan, Manitowoc Foodservice will cause each such Manitowoc Foodservice Spinoff DB Plan to transfer back to the corresponding Split DB Plan an amount, in cash or in kind, by which the amounts described in clause (ii) in the preceding sentence exceed the Final Retirement Plan Transfer Amount. The parties hereto acknowledge that the Split DB Plans’ transfer of the True-Up Amount (if any) to the corresponding Manitowoc Foodservice Spinoff DB Plans will be in full settlement and satisfaction of the obligations of Manitowoc ParentCo and the Split DB Plans to transfer assets to the Manitowoc Foodservice Spinoff DB Plans pursuant to this Section. Any amounts transferred between a Split DB Plan and a Manitowoc Foodservice Spinoff DB Plan pursuant to Section 3.1(b) or 3.1(c), or otherwise to effectuate this Article 3, will be adjusted for earnings in a manner to be determined by mutual agreement of Manitowoc ParentCo and Manitowoc Foodservice.

(d) From and after the Plan Split Date, Manitowoc Foodservice and the members of the Manitowoc Foodservice Group shall be solely and exclusively

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responsible for all obligations and liabilities with respect to, or in any way related to, the Manitowoc Foodservice Spinoff DB Plans, whether accrued before, on or after the Plan Split Date. For the avoidance of doubt, the Manitowoc Foodservice Spinoff DB Plans will have the sole and exclusive obligation to the extent required by law and the terms of the applicable Manitowoc Foodservice Spinoff DB Plan to restore the unvested accrued benefits attributable to any Former Manitowoc ParentCo Business Employee who becomes employed by a member of the Manitowoc Foodservice Group and whose employment with Manitowoc ParentCo or any of its Affiliates terminated on or before the Plan Split Date at a time when such individual’s benefits under the Split DB Plan were not fully vested. Furthermore, the Manitowoc Foodservice Spinoff DB Plans will have the sole obligation to restore accrued benefits attributable to any lost participants who were formerly employed in the Transferred Business to the extent required by applicable law.

3.2 Continuation of Elections . As of the Plan Split Date, Manitowoc Foodservice (acting directly or through a member of the Manitowoc Foodservice Group) will cause the Manitowoc Foodservice Spinoff DB Plans to recognize and maintain all existing elections, including beneficiary designations, payment form elections and rights of alternate payees under qualified domestic relations orders with respect to Manitowoc Foodservice Group Employees and Former Foodservice Business Employees and their respective Plan Payees under the corresponding Split DB Plan.

3.3 Delayed Transfer Employees . Notwithstanding any provision of this Agreement to the contrary, for purposes of this Article 3, neither the term “Manitowoc ParentCo Group Employees” nor the term “Manitowoc Foodservice Group Employees” will include Delayed Transfer Employees. Manitowoc ParentCo and Manitowoc Foodservice will cooperate in good faith to address any loss a Delayed Transfer Employee experiences under a Split DB Plan or Manitowoc Foodservice Spinoff DB Plan by reason of such employee’s transfer described in Section 7.3.

ARTICLE 4

U.S. TAX-QUALIFIED DEFINED CONTRIBUTION PLANS

4.1 Manitowoc Foodservice Spinoff DC Plans .

(a) Effective as of the Plan Split Date, Manitowoc Foodservice or another member of the Manitowoc Foodservice Group will adopt and establish certain defined contribution plans that are intended to qualify under Code Section 401(a), and a related master trust or trusts exempt under Code Section 501(a) (such plans and trusts, the “ Manitowoc Foodservice Spinoff DC Plans ”). Each Manitowoc Foodservice Spinoff DC Plan will have terms and features (including employer contribution provisions) that are substantially similar to one of the Employee Benefit Plans listed on Schedule 4.1(a) (such Employee Benefit Plans, the “ Split DC Plans ”) such that (for the avoidance of doubt) each Split DC Plan is substantially replicated by a corresponding Manitowoc Foodservice Spinoff DC Plan. Manitowoc Foodservice or a member of the Manitowoc Foodservice Group will be solely responsible for taking all necessary, reasonable, and appropriate actions (including the submission of the Manitowoc Foodservice Spinoff DC Plans to the

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Internal Revenue Service for a determination of their tax-qualified status) to establish, maintain and administer the Manitowoc Foodservice Spinoff DC Plans so that they are qualified under Section 401(a) of the Code and that the related trusts thereunder are exempt under Section 501(a) of the Code. Each Manitowoc Foodservice Spinoff DC Plan will assume liability for all benefits accrued or earned (whether or not vested) by Manitowoc Foodservice Group Employees and Former Foodservice Business Employees under the corresponding Split DC Plan as of the Plan Split Date or Applicable Transfer Date to the extent the Applicable Transfer Date occurs on or before the first anniversary of the Distribution Date.

(b) On or as soon as reasonably practicable following the Plan Split Date or Applicable Transfer Date (but not later than thirty (30) days thereafter), Manitowoc ParentCo or another member of the Manitowoc ParentCo Group will cause each Split DC Plan to transfer to the applicable Manitowoc Foodservice Spinoff DC Plan, and Manitowoc Foodservice or another member of the Manitowoc Foodservice Group will cause such Manitowoc Foodservice Spinoff DC Plan to accept the transfer of, the accounts, liabilities and related assets in such Split DC Plan attributable to Manitowoc Foodservice Group Employees and Former Foodservice Business Employees and their respective Plan Payees. The transfer of assets will be in cash or in kind (as determined by the transferor) and include outstanding loan balances and amounts forfeited by Former Foodservice Business Employees that have not yet been reallocated or applied to the payment of contributions or expenses and be conducted in accordance with Code Section 414(l) and Treasury Regulation Section 1.414(l)-1 and Section 208 of ERISA.

(c) On or as soon as reasonably practicable following the Applicable Transfer Date (but not later than thirty (30) days thereafter), Manitowoc Foodservice or a member of the Manitowoc Foodservice Group will cause the accounts, related liabilities, and related assets in the corresponding Manitowoc Foodservice Spinoff DC Plan(s) attributable to any Delayed Transfer Employees from the Manitowoc Foodservice Group and their respective Plan Payees (including any outstanding loan balances) to be transferred in cash or in-kind (as determined by the transferor) in accordance with Code Section 414(l) and Treasury Regulation Section 1.414(l)-1 and Section 208 of ERISA to the applicable Split DC Plan(s). Manitowoc ParentCo or another member of the Manitowoc ParentCo Group will cause the applicable Split DC Plan(s) to accept such transfer of accounts, liabilities and assets.

(d) From and after the Distribution Date, except as specifically provided in paragraph (c) above, Manitowoc Foodservice and the Manitowoc Foodservice Group will be solely and exclusively responsible for all obligations and liabilities with respect to, or in any way related to, the Manitowoc Foodservice Spinoff DC Plans, whether accrued before, on or after the Distribution Date. For the avoidance of doubt, the Manitowoc Foodservice Spinoff DC Plans will, to the extent required by Law and the terms of the applicable Manitowoc Foodservice Spinoff DC Plans, have the sole and exclusive obligation to restore the unvested portion of any account attributable to any individual who becomes employed by a member of the Manitowoc Foodservice Group and whose employment with Manitowoc ParentCo or any of its Affiliates, or a member of the Manitowoc ParentCo Group, terminated on or before the Distribution at a time when such

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individual’s benefits under the Split DC Plans were not fully vested. Furthermore, the Manitowoc Foodservice Spinoff DC Plans will have the sole obligation to restore accounts attributable to any lost participants who were formerly employed in the Transferred Business to the extent required by applicable law.

4.2 Continuation of Elections . As of the Distribution Date, or Applicable Transfer Date, Manitowoc Foodservice (acting directly or through a member of the Manitowoc Foodservice Group) will cause the Manitowoc Foodservice Spinoff DC Plans to recognize and maintain all elections, including payment form elections, beneficiary designations, and the rights of alternate payees under qualified domestic relations orders with respect to Manitowoc Foodservice Group Employees and Former Foodservice Business Employees and their respective Plan Payees under the corresponding Split DC Plan.

4.3 Assumed DC Plans .

(a) Effective no later than the Distribution Date, Manitowoc Foodservice or another member of the Manitowoc Foodservice Group will assume and be solely responsible for the defined contribution plans listed on Schedule 4.3 (the “ Assumed DC Plans ”), if any, and the Manitowoc ParentCo Group will have no liabilities with respect thereto. From and after the Distribution Date, Manitowoc Foodservice or a member of the Manitowoc Foodservice Group will be solely responsible for taking all necessary, reasonable, and appropriate actions to maintain and administer the Assumed DC Plans so that they are qualified under Section 401(a) of the Code and that the related trusts thereunder are exempt under Section 501(a) of the Code. From and after the Distribution Date, Manitowoc Foodservice and the Manitowoc Foodservice Group will assume and be solely and exclusively responsible for all assets, obligations, and liabilities associated with, or in any way related to, the Assumed DC Plans, whether accrued before, on or after the Distribution Date.

(b) As of the Distribution Date, Manitowoc Foodservice (acting directly or through a member of the Manitowoc Foodservice Group) will cause the Assumed DC Plans to recognize and maintain all elections, including payment form elections, beneficiary designations, and the rights of alternate payees under qualified domestic relations orders that were in effect with respect to Manitowoc Foodservice Group Employees and Former Foodservice Business Employees and their respective Plan Payees under the Assumed DC Plans immediately prior to the Distribution Date.

4.4 Contributions Due . All amounts payable to the Split DC Plans and Assumed DC Plans with respect to employee deferrals, matching contributions and employer contributions for Manitowoc Foodservice Group Employees relating to a time period ending on or prior to the Distribution Date, determined in accordance with the terms and provisions of the Split DC Plans, the Assumed DC Plans, ERISA and the Code, will be paid by Manitowoc ParentCo or another member of the Manitowoc ParentCo Group to the appropriate Split DC Plan or Assumed DC Plan prior to the date of any asset transfer described in Section 4.1(b) or Section 4.3(a).

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ARTICLE 5

WELFARE PLANS

5.1 Manitowoc Foodservice Spinoff Welfare Plans .

(a) Effective as of the Plan Split Date, Manitowoc Foodservice or another member of the Manitowoc Foodservice Group will establish the Manitowoc Foodservice Corporation Welfare Benefit Plan for Retirees and the Manitowoc Foodservice Corporation Bargaining Unit Welfare Benefit Plan for Retirees (together, the “ Manitowoc Foodservice Spinoff Retiree Welfare Plans ”). Each Manitowoc Foodservice Spinoff Retiree Welfare Plan will have terms and features (including benefit coverage options, employer contribution provisions and retiree medical coverage) that are substantially similar to one of the Manitowoc ParentCo Employee Benefit Plans listed on Schedule 5.1(a) (such Manitowoc ParentCo Benefit Plans, the “ Split Retiree Welfare Plans ”) such that (for the avoidance of doubt) each Split Retiree Welfare Plan is substantially replicated by a Manitowoc Foodservice Spinoff Retiree Welfare Plan, except as otherwise provided on Schedule 5.1(a). As of the Plan Split Date, each Manitowoc Foodservice Spinoff Retiree Welfare Plan shall cover those Manitowoc Foodservice Group Employees and Former Foodservice Business Employees and their Plan Payees who immediately prior to the Plan Split Date were participating in, or entitled to present or future benefits under, the corresponding Split Retiree Welfare Plan. The Manitowoc Foodservice Group and the Manitowoc Foodservice Spinoff Retiree Welfare Plans are solely responsible for all claims incurred by Manitowoc Foodservice Group Employees and Former Foodservice Business Employees and their Plan Payees under the Manitowoc Foodservice Spinoff Retiree Welfare Plans and Split Retiree Welfare Plans (“ Manitowoc Foodservice Retiree Welfare Claims ”) before, on and after the Plan Split Date, but only to the extent such claims are not payable under an insurance policy held by the Manitowoc ParentCo Group. To the extent any Manitowoc Foodservice Retiree Welfare Claims are payable under an insurance policy held by the Manitowoc ParentCo Group, Manitowoc ParentCo will take all commercially reasonable actions necessary to process such claim and obtain payment under the applicable insurance policy. Effective as of the Plan Split Date, Manitowoc Foodservice Group Employees and their Plan Payees will cease to be covered by the Split Retiree Welfare Plans. The Manitowoc ParentCo Group and the Split Retiree Welfare Plans will remain solely responsible for all claims incurred by Manitowoc ParentCo Employees and Former Manitowoc ParentCo Employees and their Plan Payees, whether incurred before, on, or after the Plan Split Date.

(b) Effective as of the Plan Split Date, Manitowoc Foodservice or a member of the Manitowoc Foodservice Group will establish certain other welfare benefit plans (such plans, the “ Manitowoc Foodservice Spinoff Welfare Plans ”) with terms and features (including benefit coverage options, employer contribution provisions and retiree medical coverage) that are substantially similar to one of the Manitowoc ParentCo Group Employee Benefit Plans listed on Schedule 5.1(b) (such Manitowoc ParentCo Group Employee Benefit Plans, the “ Split Welfare Plans ”) such that (for the avoidance of doubt) each Split Welfare Plan is substantially replicated by a Manitowoc Foodservice Spinoff Welfare Plan, except as otherwise provided on Schedule 5.1(b). From and after the Plan

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Split Date or Applicable Transfer Date, Manitowoc Foodservice will cause each Manitowoc Foodservice Spinoff Welfare Plan to cover those Manitowoc Foodservice Group Employees and their Plan Payees who immediately prior to the Plan Split Date or Applicable Transfer Date were participating in, or entitled to present or future benefits under, the corresponding Split Welfare Plan, except as otherwise provided in the Transition Services Agreement. With respect to any severance benefits owed to any (i) Manitowoc ParentCo Group Employee or any Former Manitowoc ParentCo Business Employee as a result of a termination of employment occurring before, on or after the Plan Split Date or (ii) Manitowoc Foodservice Group Employee or Former Foodservice Business Employee as a result of a termination of employment occurring prior to the Plan Split Date (the “ Retained Severance Benefits ”), the Manitowoc ParentCo Group and the applicable Manitowoc ParentCo Group Welfare Plans (including the Split Welfare Plans) will be solely responsible for all such Retained Severance Benefits. The Manitowoc Foodservice Group and the Manitowoc Foodservice Spinoff Welfare Plans will be solely responsible for all claims incurred by Manitowoc Foodservice Group Employees and Former Foodservice Business Employees and their Plan Payees under the Manitowoc Foodservice Spinoff Welfare Plans and Split Welfare Plans (except with respect to Retained Severance Benefits or as otherwise provided in the Transition Services Agreement) (“ Manitowoc Foodservice Welfare Claims ”) on and after the Plan Split Date or Applicable Transfer Date. Effective as of the Plan Split Date or Applicable Transfer Date, Manitowoc ParentCo will cause Manitowoc Foodservice Group Employees and their Plan Payees to cease to be covered by the Manitowoc ParentCo Group Welfare Plans (including the Split Welfare Plans), except as otherwise provided in the Transition Services Agreement. The Manitowoc ParentCo Group and the Manitowoc ParentCo Group Welfare Plans will remain solely responsible for all claims incurred by Manitowoc ParentCo Group Employees and Former Manitowoc ParentCo Business Employees and their Plan Payees, whether incurred before, on, or after the Plan Split Date.

(c) For purposes of this Section 5.1, a claim will be deemed “incurred” on the date that the event that gives rise to the claim occurs (for purposes of life insurance, severance, sickness, accident and disability programs) or on the date that treatment or services are provided (for purposes of health care programs).

5.2 Continuation of Elections .

(a) As of or prior to the Plan Split Date, Manitowoc Foodservice will cause the Manitowoc Foodservice Spinoff Retiree Welfare Plans to recognize elections and designations (including, without limitation, all coverage and contribution elections and beneficiary designations, all continuation coverage and conversion elections, and all qualified medical child support orders and other orders issued by courts of competent jurisdiction) in effect with respect to Former Foodservice Business Employees prior to the Plan Split Date under the corresponding Split Retiree Welfare Plan, to the extent such elections and designations and orders are applicable to such Split Retiree Welfare Plan, and will continue to apply and maintain in force comparable elections and designations and orders under the Manitowoc Foodservice Spinoff Retiree Welfare Plans for the remainder of the period or periods for which such elections or designations are by their terms effective.

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(b) As of the Plan Split Date, or Applicable Transfer Date, Manitowoc Foodservice will cause the Manitowoc Foodservice Spinoff Welfare Plans to recognize elections and designations (including, without limitation, all coverage and contribution elections and beneficiary designations, all continuation coverage and conversion elections, and all qualified medical child support orders and other orders issued by courts of competent jurisdiction) in effect with respect to Manitowoc Foodservice Group Employees and Former Foodservice Business Employees prior to the Plan Split Date, or Applicable Transfer Date, under the corresponding Split Welfare Plan, to the extent such elections and designations and orders are applicable to such Split Welfare Plan, and apply and maintain in force comparable elections and designations and orders under the Manitowoc Foodservice Spinoff Welfare Plans for the remainder of the period or periods for which such elections or designations are by their original terms effective.

5.3 Deductibles and Other Cost-Sharing Provisions .

(a) As of the Plan Split Date, Manitowoc Foodservice has caused the Manitowoc Foodservice Spinoff Retiree Welfare Plans to recognize all amounts applied to deductibles, co-payments and out-of-pocket maximums with respect to Manitowoc Foodservice Group Employees and Former Foodservice Business Employees under the corresponding Split Retiree Welfare Plan during the plan year in which the Plan Split Date occurs, and the Manitowoc Foodservice Spinoff Retiree Welfare Plans have not imposed any limitations on coverage for preexisting conditions other than such limitations as were applicable under the corresponding Split Retiree Welfare Plan prior to the Plan Split Date.

(b) As of the Plan Split Date, or Applicable Transfer Date, Manitowoc Foodservice will cause the Manitowoc Foodservice Spinoff Welfare Plans to recognize all amounts applied to deductibles, co-payments and out-of-pocket maximums with respect to Manitowoc Foodservice Group Employees and Former Foodservice Business Employees under the corresponding Split Welfare Plan during the plan year in which the Distribution or Applicable Transfer Date occurs, and the Manitowoc Foodservice Spinoff Welfare Plans will not impose any limitations on coverage for preexisting conditions other than such limitations as were applicable under the corresponding Split Welfare Plan prior to the Plan Split Date or Applicable Transfer Date.

5.4 Flexible Spending Account Treatment . The Manitowoc ParentCo Group and the portion of a Split Welfare Plan that consists of medical and dependent care flexible spending accounts (the “ Manitowoc ParentCo Flexible Account Plan ”) shall be solely responsible for any liabilities for reimbursement of medical and dependent care claims (“ Flexible Spending Claims ”) that are (i) incurred under the Manitowoc ParentCo Flexible Account Plan prior to the Plan Split Date or Applicable Transfer Date by Manitowoc Foodservice Group Employees or (ii) incurred under the Manitowoc ParentCo Flexible Account Plan prior to, on or after the Plan Split Date or Applicable Transfer Date by Former Foodservice Business Employees. The Manitowoc Foodservice Group and the portion of a Manitowoc Foodservice Spinoff Welfare Plan that consists of medical and dependent care flexible spending accounts (the “ Manitowoc Foodservice Flexible Account Plan ”) shall be solely responsible for any liabilities for Flexible Spending Claims incurred on or after the Plan Split Date or Applicable Transfer Date by Manitowoc

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Foodservice Group Employees. The applicable Manitowoc Foodservice Flexible Account Plan will, as required under Section 5.2, give effect to the elections of Manitowoc Foodservice Group Employees that were in effect under the corresponding Split Welfare Plan as of the Plan Split Date or Applicable Transfer Date.

5.5 Workers’ Compensation . The Manitowoc ParentCo Group will be solely responsible for all United States (including its territories) workers’ compensation claims of Manitowoc ParentCo Group Employees and Former Manitowoc ParentCo Business Employees, regardless of when the Workers’ Compensation Events to which such claims relate occur. The Manitowoc ParentCo Group will have sole authority for administering, making decisions with respect to, and paying all United States (including its territories) workers’ compensation claims of Manitowoc Foodservice Group Employees and Former Foodservice Business Employees with respect to Workers’ Compensation Events occurring before the Manitowoc Foodservice Employment Date or Applicable Transfer Date (“ Manitowoc Foodservice Workers’ Compensation Claims ”), subject to the prior consent of Manitowoc Foodservice, which consent shall not be unreasonably withheld. The consent described in the immediately preceding sentence will be evidenced in writing with respect to any decision relating to (a) the settlement of a Manitowoc Foodservice Workers’ Compensation Claim, (b) the designation of a condition as reimbursable, or (c) the administration of ongoing litigation. Manitowoc Foodservice will, and will cause any other member of the Manitowoc Foodservice Group (and each of their respective successors and assigns) to, jointly and severally indemnify, defend and hold harmless Manitowoc ParentCo and each member of the Manitowoc ParentCo Group and each of their respective successors and assigns from and against any and all damages incurred by Manitowoc ParentCo arising out of or in connection with a Manitowoc Foodservice Workers’ Compensation Claim, whether such damages arise or accrue prior to, on or following the Manitowoc Foodservice Employment Date, but only to the extent such damages are not payable under an insurance policy (other than self insurance) held by the Manitowoc ParentCo Group. To the extent any such damages are payable under an insurance policy held by the Manitowoc ParentCo Group, Manitowoc ParentCo will take all commercially reasonable actions necessary to obtain payment of such damages under the applicable insurance policy. The Manitowoc Foodservice Group will be solely responsible for all workers’ compensation claims of Manitowoc Foodservice Group Employees with respect to Workers’ Compensation Events occurring on or after the Manitowoc Foodservice Employment Date. Notwithstanding anything to the contrary in the foregoing, Manitowoc Foodservice shall assume or indemnify Manitowoc ParentCo against a portion of the letter of credit collateral obligation to the State of Wisconsin incurred by Manitowoc ParentCo in connection with the Wisconsin self-insured workers’ compensation program in which Manitowoc ParentCo participates. The portion of such obligation that Manitowoc Foodservice assumes or indemnifies Manitowoc ParentCo against shall be determined on the basis of actuarial projections prepared by Manitowoc ParentCo’s actuarial firm, as consented to by Manitowoc Foodservice, provided that such consent shall not be unreasonably withheld.

5.6 COBRA . Effective as of the Plan Split Date or Applicable Transfer Date, Manitowoc Foodservice or a member of the Manitowoc Foodservice Group will assume or will cause the Manitowoc Foodservice Spinoff Welfare Plans to assume sole responsibility for compliance with COBRA after the Plan Split Date or Applicable Transfer Date for all Manitowoc Foodservice Group Employees, Former Foodservice Business Employees and their “qualified beneficiaries” for whom a “qualifying event” occurs before, on or after the Plan Split

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Date or the Applicable Transfer Date. Manitowoc ParentCo, the Manitowoc ParentCo Group, or a Split Welfare Plan will remain solely responsible for compliance with COBRA before, on and after the Plan Split Date or Applicable Transfer Date for Manitowoc ParentCo Group Employees, Former Manitowoc ParentCo Business Employees and their “qualified beneficiaries.” The terms “qualified beneficiaries” and “qualifying event” will have the meanings given to them under Code Section 4980B and ERISA Sections 601-608. For the avoidance of doubt, Section 5.1(b) will govern whether the Manitowoc Foodservice Spinoff Welfare Plans or Split Welfare Plans are responsible for claims incurred by Manitowoc Foodservice Group Employees, Former Foodservice Business Employees, or their qualified beneficiaries, while receiving continuation coverage under COBRA.

ARTICLE 6

NONQUALIFIED DEFERRED COMPENSATION PLANS

6.1 Kysor SERPs . Effective on or prior to the Distribution Date, Manitowoc ParentCo shall (or shall cause its Affiliates to) assign, and Manitowoc Foodservice will assume, each Supplemental Executive Retirement Plan sponsored by Kysor Industrial Corporation, the Supplemental Executive Retirement Plan established for the benefit of Emanuele Lanzani (collectively, the “ Foodservice SERPs ”) and any related trust or similar funding arrangement dedicated to such Foodservice SERPs. Following such assignment and assumption, Manitowoc Foodservice shall be solely responsible for, and Manitowoc ParentCo shall have no obligation with respect to, benefits payable under such Foodservice SERPs.

6.2 Supplemental Executive Retirement Plan . On or prior to the Distribution Date, Manitowoc Foodservice or another member of the Manitowoc Foodservice Group shall establish and adopt a supplemental executive retirement plan (the “ Manitowoc Foodservice SERP ”) to provide each Manitowoc Foodservice Group Employee who was a participant in the Manitowoc ParentCo Supplemental Executive Retirement Plan (the “ Manitowoc ParentCo SERP ”) as of immediately prior to the Distribution Date (the “ Manitowoc Foodservice SERP Beneficiaries ”) benefits accrued in respect of service with, and compensation from, Manitowoc ParentCo and Manitowoc Foodservice through the Distribution Date. After the Distribution Date, the Manitowoc Foodservice SERP shall provide benefits to Manitowoc Foodservice SERP Beneficiaries who were participants in the Manitowoc ParentCo SERP as of immediately prior to the Distribution Date that are substantially similar in form, timing and amount to those to which such Manitowoc Foodservice SERP Beneficiary would have been entitled to under the Manitowoc ParentCo SERP had such person’s employment with Manitowoc ParentCo or its Affiliates continued without interruption during the period of such person’s employment with Manitowoc Foodservice or its Affiliates. As of the Distribution Date, the Manitowoc Foodservice Group Employees shall no longer participate in the Manitowoc ParentCo SERP and shall instead be eligible to participate in the Manitowoc Foodservice SERP. On or prior to the Distribution Date, Manitowoc ParentCo shall pay to Manitowoc Foodservice an amount equal to the benefit accrued under the Manitowoc ParentCo SERP as of the Distribution Date with respect to the Manitowoc Foodservice SERP Beneficiaries.

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6.3 Deferred Compensation Plan .

(a) On or prior to the Distribution Date, Manitowoc Foodservice or another member of the Manitowoc Foodservice Group shall establish and adopt deferred compensation plans for its key employees and directors (the “ Manitowoc Foodservice Deferred Compensation Plan ”) to provide each Manitowoc Foodservice Group Employee who was a participant in the Manitowoc ParentCo Deferred Compensation Plan (the “ Manitowoc ParentCo DCP ”) as of immediately prior to the Distribution Date (the “ Manitowoc Foodservice Deferred Compensation Beneficiaries ”) benefits accrued in respect of service and compensation following the Distribution Date substantially similar to those accrued with respect to such person under the Manitowoc ParentCo DCP as of immediately prior to the Distribution Date. As of the Distribution Date, the Manitowoc Foodservice Group Employees shall no longer participate in the Manitowoc ParentCo DCP.

(b) The liabilities in respect of Manitowoc Foodservice Deferred Compensation Beneficiaries under the Manitowoc ParentCo DCP shall be assumed by the member of the Manitowoc Foodservice Group which sponsors the Manitowoc Foodservice Deferred Compensation Plan, effective as of the Effective Date; provided that such liabilities in respect of each such Manitowoc Foodservice Deferred Compensation Beneficiary who is a Delayed Transfer Employee shall be assumed by such member of the Manitowoc Foodservice Group effective as of close of business on the Applicable Transfer Date. Manitowoc ParentCo shall have sole responsibility for the administration of the Manitowoc ParentCo DCP and the payment of benefits thereunder to or on behalf of Manitowoc ParentCo Group Employees, and no member of the Manitowoc Foodservice Group shall have any liability or responsibility therefor. Manitowoc Foodservice Group shall have sole responsibility for the administration of the Manitowoc Foodservice Deferred Compensation Plan and the payment of benefits thereunder to or on behalf of Manitowoc Foodservice Group Employees and Former Foodservice Business Employees, and no member of the Manitowoc ParentCo Group shall have any liability or responsibility therefor.

(c) Each share unit relating to Manitowoc ParentCo Common Stock credited to “Program A” of the Manitowoc ParentCo DCP and the Manitowoc Foodservice Deferred Compensation Plan (a “ ParentCo Share Unit ”) on the Distribution Date shall be converted into, upon the Distribution being made, an adjusted ParentCo Share Unit and an equal number of share units relating to Manitowoc Foodservice Common Stock (the “ Foodservice Share Units ”). The adjusted ParentCo Share Units and the Foodservice Share Units held in the Manitowoc ParentCo DCP and the Manitowoc Foodservice Deferred Compensation Plan shall continue to be subject to the same terms and conditions as apply to ParentCo Share Units immediately prior to the Effective Date; provided that the ParentCo Share Unit may be settled in cash or stock rather than solely in stock.

(d) On or prior to the Effective Date, Manitowoc Foodservice or another member of the Manitowoc Foodservice Group shall establish a rabbi trust in a form that is substantially comparable to the rabbi trust maintained by Manitowoc ParentCo with

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respect to the Manitowoc Foodservice SERP and the Manitowoc ParentCo DCP in effect immediately prior to the Effective Date. In connection with the assumption of the liabilities under the Manitowoc Foodservice SERP and the Manitowoc ParentCo DCP in respect of Manitowoc Foodservice SERP Beneficiaries and Manitowoc Foodservice Deferred Compensation Beneficiaries, Manitowoc ParentCo shall (or shall cause a Manitowoc ParentCo Group entity to), as soon as reasonably practicable after the Effective Date, transfer assets from the Manitowoc ParentCo rabbi trust relating to the accrued benefit of such Manitowoc Foodservice SERP Beneficiaries under the Manitowoc ParentCo SERP and the Manitowoc ParentCo DCP accounts of such Manitowoc Foodservice Deferred Compensation Beneficiaries in an amount equal to the funded percentage of such liabilities (as determined by Manitowoc ParentCo’s actuary) as of the Effective Date to the rabbi trust established by Manitowoc Foodservice with respect to the Manitowoc Foodservice SERP and the Manitowoc Foodservice Deferred Compensation Plan as of the Effective Date.

ARTICLE 7

OTHER TRANSFERRED EMPLOYEE MATTERS

7.1 Certain Foreign National Employees . The parties recognize that certain of the U.S. Transferred Employees and possibly Other U.S. Manitowoc Foodservice Employees are in nonimmigrant visa status or have applications for lawful permanent residence pending with the relevant governmental authorities (the “ Affected Foreign National Employees ”). The parties further recognize that new or amended petitions with respect to such Affected Foreign National Employees may be required in certain of these cases, unless Manitowoc Foodservice is deemed the “successor-in-interest” to Manitowoc ParentCo (as such term is used in pronouncements by the U.S. Citizenship and Immigration Service (“ USCIS ”)) with respect to such Affected Foreign National Employees. Accordingly, Manitowoc Foodservice hereby expressly agrees to assume, and Manitowoc ParentCo hereby assigns, in each case effective as of the Manitowoc Foodservice Employment Date, all of the immigration related liabilities of the Affected Foreign National Employees (including, without limitation, any obligations, liabilities and undertakings arising from or under attestations made in each certified and still effective Labor Condition Application filed by Manitowoc ParentCo with respect to any such Affected Foreign National Employees). The parties each agree to take such actions as may reasonably be requested at and following the Manitowoc Foodservice Employment Date to document to the USCIS or such other governmental agency, as the case may be, the “successor-in-interest” relationship with respect to any Affected Foreign National Employees.

7.2 Workers’ Compensation . The U.S. Transferred Employees and Other U.S. Manitowoc Foodservice Employees will be covered under Manitowoc ParentCo’s workers’ compensation insurance until 11:59 p.m. on the day preceding the Manitowoc Foodservice Employment Date. On and after the Manitowoc Foodservice Employment Date, the U.S. Transferred Employees and Other U.S. Manitowoc Foodservice Employees will be covered under the workers’ compensation insurance of Manitowoc Foodservice.

7.3 Delayed Transfer Employees . Upon mutual agreement of Manitowoc Foodservice and Manitowoc ParentCo, any employee whose employment transfers within 6 months after the Distribution Date from the Manitowoc ParentCo Group to the Manitowoc

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Foodservice Group or from the Manitowoc Foodservice Group to the Manitowoc ParentCo Group because such employee was inadvertently and erroneously treated as employed by the wrong employer on the Distribution Date and who was continuously employed by a member of the Manitowoc Foodservice Group or the Manitowoc ParentCo Group (as applicable) from the Distribution Date through the date such employee commences employment with a member of the Manitowoc ParentCo Group or Manitowoc Foodservice Group (as applicable) will be a “ Delayed Transfer Employee ”; provided that no employee of either Group who is covered by a collective bargaining agreement at the time such employee transfers to the other Group will be a Delayed Transfer Employee. Notwithstanding anything herein to the contrary, no employee will be considered a Delayed Transfer Employee unless the mutual agreement with respect to, and Applicable Transfer Date of, any Delayed Transfer Employee occurs on or before the date that is 6 months after the Distribution Date.

ARTICLE 8

NON-U.S. TRANSFERRED EMPLOYEE MATTERS

8.1 Non-U.S. Transferred Employees .

(a) Subject to Section 7.3 herein, effective as of the Manitowoc Foodservice Employment Date, Manitowoc Foodservice agrees to employ, or cause one of its applicable Affiliates to employ, the Non-U.S. Employees who accept offers of employment from the applicable Affiliate of Manitowoc Foodservice or who otherwise become employees of the applicable Affiliate of Manitowoc Foodservice by operation of law (other than any Eligible Inactive Employee). Where a transfer of employment is necessary, such transfer will be carried out in compliance with applicable transfer laws and regulations, including, without limitation, the European Union Acquired Rights Directive (as amended and as implemented from country to country from time to time) or any such similar transfer law or regulation in other countries that provides for the transfer of employment by operation of law (such transfer laws and regulations collectively, the “ Transfer Laws ”). Where a transfer of employment is necessary and the Transfer Laws are not applicable, Manitowoc Foodservice agrees that the employment of each Non-U.S. Employee will be transferred to Manitowoc Foodservice or one of its Affiliates by substitution of employer, three-party contract, assignment, subjective novation, or as may otherwise reasonably be required or permitted to obtain the consent of the Non-U.S. Employee to the transfer and to the extent possible without triggering the obligation to pay severance or other termination liabilities. The parties agree to cooperate fully and timely in the transition activities and also to comply (and cause their applicable Affiliates to comply) with the Transfer Laws.

(b) In the event that, within thirty (30) days after the Manitowoc Foodservice Employment Date, a Non-U.S. Employee is found not to have transferred to Manitowoc Foodservice or its applicable Affiliate (when such transfer was contemplated by the Separation Agreement or this Agreement), then Manitowoc Foodservice, in consultation with Manitowoc ParentCo, will as soon as practicable, but in any event within ten (10) days that are business days in the relevant jurisdiction of being so requested by Manitowoc ParentCo, make or cause an Affiliate to make to each such Non-U.S. Employee an offer in writing meeting the requirements of Section 8.1(a) to employ him

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or her effective immediately. As of acceptance of the offer made pursuant to this Section 8.1(b), the employment of the Non-U.S. Employee will terminate with Manitowoc ParentCo or its applicable Affiliate.

(c) If within thirty (30) days after the Manitowoc Foodservice Employment Date, any employee of Manitowoc ParentCo or any Manitowoc ParentCo Affiliate (other than a Non-U.S. Employee) is found to have transferred to Manitowoc Foodservice or one of its Affiliates (when such transfer was not contemplated by the Separation Agreement or this Agreement), (i) Manitowoc ParentCo in consultation with Manitowoc Foodservice will as soon as practicable, but in any event within ten (10) days that are business days in the relevant jurisdiction of being so requested by Manitowoc Foodservice, make or cause one of its Affiliates to make to each such person an offer in writing to employ him or her effective immediately and (ii) Manitowoc ParentCo’s offer will be for terms and conditions of employment that are substantially comparable to the corresponding provisions of the employee’s contract of employment as existing immediately prior to the Manitowoc Foodservice Employment Date. As of acceptance of the offer made pursuant to this Section 8.1(c), the employment of the employee will terminate with Manitowoc Foodservice or one of its Affiliates, as applicable.

(d) If any Eligible Inactive Employee on a non-U.S. payroll becomes eligible to return to active work status after the Manitowoc Foodservice Employment Date and at a time when he or she would be entitled to reemployment under either applicable law or Manitowoc ParentCo’s policies and procedures in existence immediately prior to the Manitowoc Foodservice Employment Date, Manitowoc Foodservice or one of its Affiliates will immediately take such steps as may be necessary to employ the Eligible Inactive Employee. Such employment will satisfy the requirements of applicable law and Manitowoc ParentCo’s policies and procedures in existence immediately prior to the Manitowoc Foodservice Employment Date. In addition, the termination of the Eligible Inactive Employee from Manitowoc ParentCo or its Affiliate and the employment of such Eligible Inactive Employee by Manitowoc Foodservice or one of its Affiliates will, if possible, be conducted in such a manner as to avoid triggering the obligation to pay the Eligible Inactive Employee severance or other termination liabilities. Any Eligible Inactive Employee who becomes employed by Manitowoc Foodservice or one of its Affiliates pursuant to this Section 8.1(d) will be treated as a Non-U.S. Transferred Employee as of his or her date of hire with Manitowoc Foodservice or one of its Affiliates (which date of hire will be substituted for the “Manitowoc Foodservice Employment Date” as to that Non-U.S. Transferred Employee for all purposes of this Agreement).

8.2 Non-U.S. Employee Benefits .

(a) Manitowoc Foodservice will, or will cause its Affiliates to, establish or maintain the Manitowoc Foodservice Non-U.S. Plans and such other employee benefit plans outside of the United States as may be required by applicable law and Section 8.1(a).

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(b) As of 11:59 p.m. on the day preceding the Plan Split Date (or such later date as provided in Schedule 8.2 or in subsequent written agreements between the parties for the adoption of the Manitowoc Foodservice Non-U.S. Plan of the same type), Manitowoc ParentCo and/or its Affiliates will cease all responsibility or liability with respect to coverage for any Non-U.S. Transferred Employee and any Other Non-U.S. Manitowoc Foodservice Employee under any Employee Benefit Plans maintained by Manitowoc ParentCo or any of its Affiliates. To the extent such coverages are permitted to cease under applicable law and are not continued by Manitowoc ParentCo or its Affiliates in accordance with the immediately following sentence, the coverages will so cease immediately prior to the Plan Split Date. To the extent (i) such coverages are required to continue on or beyond said applicable date under applicable law or (ii) Manitowoc ParentCo and Manitowoc Foodservice agree in writing that any such coverages will continue after said applicable date for other purposes not inconsistent with applicable law, Manitowoc ParentCo and/or its Affiliates will continue to provide coverage for any Non-U.S. Transferred Employee and any Other Non-U.S. Manitowoc Foodservice Employee under any benefit plans, programs or policies maintained by Manitowoc ParentCo or any of its Affiliates on and after the aforesaid date to the extent so required or agreed, and Manitowoc Foodservice and its Affiliates will indemnify Manitowoc ParentCo and its Affiliates and reimburse them for any and all expenses (as defined in Section 8.2(a) above) incurred under such plans in respect of such continuation of coverage on and after the aforesaid date. Reimbursement under this Section 8.2(b) will be made within thirty (30) days after Manitowoc Foodservice or its applicable Affiliate receives from Manitowoc ParentCo or its applicable Affiliate an itemized statement setting forth the types and amounts of such expenses. Schedule 8.2 sets forth the Manitowoc ParentCo Non-U.S. Plans, if any, in which Non-U.S. Transferred Employees and any Other Non-U.S. Manitowoc Foodservice Employees will continue to participate on and after the Plan Split Date or such other applicable date, as well as the anticipated date on which their participation in such plans will cease.

(c) During the period from the Manitowoc Foodservice Employment Date through 11:59 p.m. on the day preceding the Plan Split Date, Manitowoc Foodservice will assume and fulfill, and will cause its Affiliates to assume and fulfill, in a timely manner, all of the accrued obligations and liabilities relating to the vacation, annual leave, and holiday policies (collectively, “ Paid Leave Days ”) of Manitowoc ParentCo and its Affiliates immediately prior to the Plan Split Date with regard to Non-U.S. Transferred Employees and any Other Non-U.S. Manitowoc Foodservice Employees, including allowing Non-U.S. Transferred Employees and Other Non-U.S. Manitowoc Foodservice Employees to use and be paid for their accrued but unused Paid Leave Days. On and after the Plan Split Date and subject to Section 8.3 below and the requirements of applicable law, Non-U.S. Transferred Employees and Other Non-U.S. Manitowoc Foodservice Employees will be entitled to accrue and use Paid Leave Days only in accordance with the policies and procedures of Manitowoc Foodservice or its Affiliates applicable to similarly situated employees.

8.3 Service Credit . Without limiting anything in Section 8.1 above and consistent therewith, Manitowoc Foodservice and its Affiliates will provide each Non-U.S. Transferred Employee with full credit for service recognized by Manitowoc ParentCo and its Affiliates for all

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purposes (but not for any defined benefit pension plan or retiree medical plan purpose unless either a plan-to-plan transfer of assets and liabilities has occurred or applicable law requires the recognition of such service); provided that in no event will Manitowoc Foodservice or any of its Affiliates be required to provide any service credit to any Non-U.S. Transferred Employee to the extent Manitowoc Foodservice or its applicable Affiliate determines in its discretion that the provision of such credit would result in any duplication of benefits or unusual or unintended increase in benefits. To the extent that a Non-U.S. Transferred Employee is paid severance as a result of his transfer of employment to Manitowoc Foodservice or one of its Affiliates, and to the extent permitted by applicable law, neither Manitowoc Foodservice nor its applicable Affiliate will be required to provide that Non-U.S. Transferred Employee with full credit for service recognized by Manitowoc ParentCo or Manitowoc ParentCo’s Affiliate, for purposes of any future severance or severance-like payments.

8.4 Immigration and Visa Matters . Where legally permissible and unless the parties agree otherwise, Manitowoc Foodservice or one of its Affiliates will assume, in each case effective as of the Manitowoc Foodservice Employment Date, any work permits, visas or other immigration documents relating to any Non-U.S. Transferred Employee. The employing entity of the Non-U.S. Transferred Employee will be solely responsible for the costs associated with the transfer of these documents, including, if necessary, the costs of third-party attorneys or consultants. Where permitted by law and/or applicable regulation, Manitowoc ParentCo will assign to Manitowoc Foodservice or one of its Affiliates, and will cause its applicable Affiliate to assign to Manitowoc Foodservice or one of its Affiliates, in each case effective as of the Manitowoc Foodservice Employment Date, such work permits, visas or other immigration documents and all immigration-related liabilities.

ARTICLE 9

EQUITY AWARDS AND INCENTIVE COMPENSATION

9.1 Outstanding ParentCo Equity Compensation Awards .

(a) Each Manitowoc ParentCo Equity Compensation Award that is outstanding as of the Distribution will be adjusted as described below, so that each holder of a Manitowoc ParentCo Equity Compensation Award will hold adjusted equity awards comprised of a Manitowoc Foodservice Equity Compensation Award and a Cranes Equity Compensation Award unless otherwise provided in this Section 9.1(a); provided that, effective immediately prior to the Distribution, the Manitowoc ParentCo Compensation Committee may provide for different adjustments with respect to some or all of a holder’s Manitowoc ParentCo Equity Compensation Awards. For greater certainty, any adjustments made by the Manitowoc ParentCo Compensation Committee will be deemed incorporated by reference herein as if fully set forth below and will be binding on the parties hereto and their respective subsidiaries.

(i) Each Manitowoc ParentCo Stock Option generally will be adjusted in the manner described below, effective as of the Distribution Date and immediately prior to the Distribution, so that immediately following the Distribution each Manitowoc ParentCo Stock Option holder will hold Cranes Stock Options and Manitowoc Foodservice Stock Options in lieu of the

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Manitowoc ParentCo Stock Options previously held. The following procedure will generally be applied to each Manitowoc ParentCo Stock Option with the same grant date and exercise price held by each Manitowoc ParentCo Stock Option holder as of the Distribution Date:

(1) The Cranes Stock Option will have an exercise price equal to the applicable Cranes Price. The number of Cranes Stock Options will equal the number of Manitowoc ParentCo Stock Options to which they relate. Such Cranes Stock Options will be subject to the same vesting requirements and dates and other terms and conditions as the Manitowoc ParentCo Stock Options to which they relate.

(2) The Manitowoc Foodservice Stock Option will have an exercise price equal to the applicable Manitowoc Foodservice Price. The number of Manitowoc Foodservice Stock Options will equal the number of Manitowoc ParentCo Stock Options. Such Manitowoc Foodservice Stock Options will be subject to the same vesting requirements and dates and other terms and conditions as the Manitowoc ParentCo Stock Options to which they relate.

(ii) With respect to Manitowoc ParentCo Restricted Shares, Manitowoc ParentCo Time-Based RSUs and Manitowoc ParentCo Performance Shares:

(1) Each holder of Manitowoc ParentCo Restricted Shares will generally receive from Manitowoc Foodservice, as of the time of the Distribution Date and immediately prior to the Distribution, Manitowoc Foodservice Restricted Shares determined in the same manner as for other shareholders of Manitowoc ParentCo Common Stock. Such Manitowoc Foodservice Restricted Shares will be subject to the same vesting requirements and dates and other terms and conditions as the Manitowoc ParentCo Restricted Shares to which they relate (including the right to receive dividends or other distributions). Each Manitowoc ParentCo Restricted Share will continue to be one Cranes Restricted Share which will be subject to the same vesting requirements and dates and other terms and conditions as the Manitowoc ParentCo Restricted Shares to which it relates.

(2) Each holder of Manitowoc ParentCo Time-Based RSUs will generally receive from Manitowoc Foodservice, as of the time of the Distribution Date and immediately prior to the Distribution, Manitowoc Foodservice Time-Based RSUs, determined in the same manner as for shareholders of Manitowoc ParentCo Common Stock. All Manitowoc Foodservice Time-Based RSUs will be subject to the same vesting requirements and dates and other terms and conditions as the Manitowoc ParentCo Time-Based RSUs to which they relate. Each Manitowoc ParentCo Time-Based RSU will continue to be a Cranes Time-Based RSU

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which will be subject to the same vesting requirements and dates and other terms and conditions as the Manitowoc ParentCo Time-Based RSU to which it relates.

(3) All Manitowoc ParentCo Performance Share awards for which the performance period has ended on or prior to the Distribution Date will be earned or forfeited based on the achievement of the applicable performance objectives as of the end of such performance period and will have been settled (or will be deemed to have been settled for purposes of determining the amount and type of equity received by the award holders in connection with the Distribution) in unrestricted shares of Manitowoc ParentCo Common Stock prior to the Distribution Date. The determination of whether any portion of the Manitowoc ParentCo Performance Shares has been earned based on the achievement of the applicable performance objectives will be made by the Manitowoc ParentCo Compensation Committee in accordance with the applicable Manitowoc ParentCo LTIP.

(4) All Manitowoc ParentCo Performance Share awards for which the performance period has not ended on or prior to the Distribution Date will be earned at the target performance level and will be converted immediately prior to the Distribution into a number of Manitowoc ParentCo Time-Based RSUs equal to the target number of Manitowoc ParentCo Performance Shares subject to the award, without pro ration for the partial performance period. Such Manitowoc ParentCo Time-Based RSUs shall be adjusted in accordance with Section 9.1(a)(ii)(2), and shall remain subject to a requirement of continued service until the end of the original performance period, subject to earlier vesting upon death, disability, an involuntary termination without cause or a voluntary termination with good reason, in each case to the extent provided in the applicable award agreement.

(b) In the event a change in control (as defined in the applicable equity incentive plan or award agreement) occurs with respect to Manitowoc ParentCo, then (i) any accelerated vesting and/or exercisability applicable to Cranes Equity Compensation Awards held by Cranes Employees and Former Cranes Business Employees shall apply to the Manitowoc Foodservice Equity Compensation Awards then held by such individuals, subject to any “double trigger” or similar requirement in the applicable equity incentive plan or award agreement, and (ii) any accelerated vesting and/or exercisability applicable to Cranes Equity Compensation Awards then held by Manitowoc Foodservice Group Employees and Former Foodservice Business Employees shall apply, subject to any “double trigger” or similar requirement in the applicable equity incentive plan or award agreement. In the event a change in control (as defined in the applicable equity incentive plan or award agreement) occurs with respect to Manitowoc Foodservice, then (x) any accelerated vesting and/or exercisability applicable to Manitowoc Foodservice Equity Compensation Awards held by Manitowoc Foodservice Group Employees and Former Foodservice Business Employees shall apply to the Cranes

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Equity Compensation Awards then held by such individuals, subject to any “double trigger” or similar requirement in the applicable equity incentive plan or award agreement, and (y) any accelerated vesting and/or exercisability applicable to Manitowoc Foodservice Equity Compensation Awards then held by Manitowoc ParentCo Group Employees and Former Manitowoc ParentCo Business Employees shall apply, subject to any “double trigger” or similar requirement in the applicable equity incentive plan or award agreement. Notwithstanding the foregoing, this Section 9.1(b) will not apply to the extent that it would cause adverse tax consequences under Code Section 409A.

(c) Prior to the Distribution Date, Manitowoc Foodservice will establish an equity compensation plan (subject to approval by the Manitowoc Foodservice Board of Directors or the Compensation Committee thereof), so that upon the Distribution, Manitowoc Foodservice will have in effect an equity compensation plan that allows grants of equity compensation awards subject to substantially the same terms as those that apply to the corresponding Manitowoc ParentCo Equity Compensation Awards. From and after the Distribution Date, each Manitowoc Foodservice Equity Compensation Award will be subject to the terms of the Manitowoc Foodservice equity compensation plan, the award agreement governing such Manitowoc Foodservice Equity Compensation Award and any Employment Agreement to which the applicable holder is a party. From and after the Distribution Date, Manitowoc Foodservice will retain, pay, perform, fulfill and discharge all liabilities arising out of or relating to the Manitowoc Foodservice Equity Compensation Awards. Manitowoc ParentCo will retain, pay, perform, fulfill and discharge all liabilities arising out of or relating to the Cranes Equity Compensation Awards.

(d) In all events, the adjustments provided for in this Section 9.1 will be made in a manner that, as determined by Manitowoc ParentCo, avoids adverse tax consequences to holders under Code Section 409A.

9.2 Conformity with Non-U.S. Laws . Notwithstanding anything to the contrary in this Agreement, (a) to the extent any of the provisions in this Article 9 (or any equity award described herein) do not conform with applicable non-U.S. laws (including provisions for the collection of withholding taxes), such provisions shall be modified to the extent necessary to conform with such non-U.S. laws in such manner as is equitable and to preserve the intent hereof, as determined by the parties in good faith, and (b) the provisions of this Article 9 may be modified to the extent necessary to avoid undue cost or administrative burden arising out of the application of this Article 9 to awards subject to non-U.S. laws.

9.3 Tax Withholding and Reporting .

(a) Except as otherwise required by applicable non-U.S. law, the appropriate member of the Manitowoc ParentCo Group will be responsible for all income and payroll taxes, withholding and reporting with respect to Cranes Equity Compensation Awards and Manitowoc Foodservice Equity Compensation Awards held by Manitowoc ParentCo Employees and Former Cranes Business Employees. Except as otherwise required by applicable non-U.S. law, the appropriate member of the Manitowoc Foodservice Group will be responsible for all income and payroll taxes, withholding and reporting with

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respect to Cranes Equity Compensation Awards and Manitowoc Foodservice Equity Compensation Awards held by Manitowoc Foodservice Group Employees and Former Foodservice Business Employees. Manitowoc ParentCo and Manitowoc Foodservice hereby designate the other party as an agent for withholding pursuant to IRS Revenue Procedure 70-6 and to accept such designation to effectuate the intent of this Section 9.3(a). Manitowoc ParentCo or Manitowoc Foodservice, as applicable, shall facilitate performance by the other party to this Agreement (each a “ Party ”) of its obligations hereunder by promptly remitting amounts or shares withheld in conjunction with a transfer of shares or cash, either (as mutually agreed by the Parties) directly to the applicable taxing authority or to the other Party for remittance to such taxing authority. The Parties will cooperate and communicate with each other and with third-party providers to effectuate withholding and remittance of taxes, as well as required tax reporting, in a timely, efficient and appropriate manner. Manitowoc ParentCo and Manitowoc Foodservice shall, to the extent practicable, (i) treat Manitowoc Foodservice as a “successor employer” and Manitowoc ParentCo as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to Transferred Employees for purposes of taxes imposed under the United States Federal Unemployment Tax Act or the United States Federal Insurance Contributions Act, and (ii) cooperate with each other to avoid, to the extent possible, the filing of more than one IRS Form W-2 with respect to each Manitowoc Foodservice Group Employee for the year in which the Manitowoc Foodservice Employment Date for such Manitowoc Foodservice Group Employee occurs. The obligations to cooperate and support the other in respect of such tax withholding and remittance shall not continue beyond the tenth (10 ^th ) anniversary of the Distribution Date.

(b) If Manitowoc ParentCo or Manitowoc Foodservice determines in its reasonable judgment that any action required under this Article 9 will not achieve the intended tax, accounting and legal results, including, without limitation, the intended results under Code Section 409A or FASB ASC Topic 718 – Stock Compensation, then at the request of Manitowoc ParentCo or Manitowoc Foodservice, as applicable, Manitowoc ParentCo and Manitowoc Foodservice will mutually cooperate in taking such actions as are necessary or appropriate to achieve such results, or most nearly achieve such results if the originally-intended results are not fully attainable.

9.4 Employment Treatment .

(a) Continuous employment with the Manitowoc Foodservice Group and the Cranes Group following the Distribution Date will be deemed to be continuing service for purposes of vesting and exercisability for the Manitowoc Foodservice Equity Compensation Awards and the Cranes Equity Compensation Awards. However, in the event that a Manitowoc Foodservice Group Employee terminates employment after the Distribution Date and becomes employed by the Cranes Group, for purposes of Article 9, the Manitowoc Foodservice Group Employee will be deemed terminated and the terms and conditions of the applicable performance incentive plan under which grants were made will apply. Similarly, in the event that a Cranes Employee terminates employment after the Distribution Date and becomes employed by the Manitowoc Foodservice Group, for purposes of Article 9, the Cranes Employee will be deemed terminated and the terms

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and conditions of the performance incentive plan under which grants were made will apply. Notwithstanding the foregoing, for purposes of this Article 9 only, if an individual is a Delayed Transfer Employee, such individual will not be considered to have terminated on his or her Applicable Transfer Date. In addition, a non-employee member of the board of directors of Manitowoc ParentCo or Manitowoc Foodservice will be treated in a similar manner to that described in this Section 9.4(a).

(b) If, after the Distribution Date, Manitowoc ParentCo or Manitowoc Foodservice identifies (i) an administrative error in the individuals identified as holding Cranes Equity Compensation Awards and Manitowoc Foodservice Equity Compensation Awards, the amount of such awards so held or the vesting level of such awards; or (ii) any other error, then Manitowoc ParentCo and Manitowoc Foodservice will mutually cooperate in taking such actions as are necessary or appropriate to place, as nearly as reasonably practicable, the individual and Manitowoc ParentCo and Manitowoc Foodservice in the position in which they would have been had the error not occurred.

9.5 Payment of Option Exercise Prices . Upon the exercise of a Cranes Stock Option or a Manitowoc Foodservice Stock Option, the exercise price of such stock option will be remitted in cash by the option administrator to the issuer of the option (the appropriate member of the Manitowoc ParentCo Group or the Manitowoc Foodservice Group, as applicable) and the applicable withholding taxes will be remitted in cash by the option administrator to the entity (the appropriate department at the appropriate entity within the Manitowoc ParentCo Group or the Manitowoc Foodservice Group, as applicable) responsible for payroll taxes, withholding and reporting with respect to the option pursuant to Section 9.3. Upon vesting or payment, as applicable, of restricted shares, restricted stock units, performance shares or deferred shares, the applicable withholding will be remitted in cash by the administrator to the entity (the appropriate member of the Manitowoc ParentCo Group or the Manitowoc Foodservice Group, as applicable) responsible for payroll taxes, withholding and reporting with respect to such awards pursuant to Section 9.3. To the extent necessary to provide the withholding amount in cash to the entity responsible for payroll taxes, withholding, and reporting, the issuer of the applicable award will provide the withholding amount in cash. Notwithstanding the foregoing, the method of remittance of the exercise price of any stock option or any applicable withholding taxes may vary for legal or administrative reasons.

9.6 Dividends/Dividend Equivalents . With respect to dividends on Manitowoc Foodservice Restricted Shares or dividend equivalents on Manitowoc Foodservice Time-Based RSUs payable by Manitowoc Foodservice to Manitowoc ParentCo Group employees or service providers (including former Manitowoc Parent Group employees or service providers who did not become Manitowoc Foodservice Group employees or service providers), Manitowoc Foodservice will make such payments to Manitowoc ParentCo, and Manitowoc ParentCo, as an agent for Manitowoc Foodservice, will make such payments to such Manitowoc ParentCo employee or service provider and will be responsible for any applicable payroll taxes, withholding and reporting in accordance with Section 9.3(a). With respect to dividends on Cranes Restricted Shares or dividend equivalents on Cranes Time-Based RSUs payable by Manitowoc ParentCo to Manitowoc Foodservice Group employees or service providers (including former Manitowoc Foodservice Group employees or service providers), Manitowoc ParentCo will make such payments to Manitowoc Foodservice, and Manitowoc Foodservice, as

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an agent for Manitowoc ParentCo, will make such payments to such Manitowoc Foodservice Group employees or service providers and will be responsible for payroll taxes, withholding and reporting in accordance with Section 9.3(a).

9.7 Equity Award Administration . Manitowoc Foodservice and Manitowoc ParentCo agree that Charles Schwab will be the administrator and recordkeeper for the Manitowoc Foodservice and Cranes Equity Compensation Awards outstanding as of the Distribution for the life of the relevant awards, unless the parties mutually agree otherwise.

9.8 Registration . As soon as reasonably practicable after the Distribution Date and subject to applicable law, Manitowoc Foodservice will use commercially reasonable efforts to register the Manitowoc Foodservice Common Stock relating to the Manitowoc Foodservice Equity Compensation Awards and make any necessary filings with the appropriate Governmental Authorities as required under U.S. and foreign securities laws. Manitowoc Foodservice will use commercially reasonable efforts to cause any registration statement relating to the Manitowoc Foodservice Equity Compensation Awards to be kept effective (and the current status of the prospectus or prospectuses required thereby to be maintained) as long as any Manitowoc Foodservice Equity Compensation Awards remain outstanding. Manitowoc ParentCo will use commercially reasonable efforts to cause a registration statement relating to the Cranes Equity Compensation Awards to be kept effective (and the current status of the prospectus or prospectuses required thereby to be maintained) as long as any Cranes Equity Compensation Awards remain outstanding.

9.9 Short-Term Incentive Plan . The transfer of employment of any Manitowoc ParentCo Group Employee to the Manitowoc Foodservice Group shall not be considered a termination of employment for purposes of any then-completed performance period under the Manitowoc ParentCo Short-Term Incentive Plan, and Manitowoc ParentCo will be responsible for paying any amounts to which such transferred employees become entitled under such Short-Term Incentive Plan.

ARTICLE 10

OTHER EMPLOYMENT MATTERS

10.1 Notification of Organizing Activity . Each party agrees to provide the other, to the extent permitted by applicable law, with prompt notice of and information about any effort by any union to organize any of its employees at any facility or property shared by Manitowoc Foodservice or one of its Affiliates with Manitowoc ParentCo. Such obligation will cease on the date Manitowoc Foodservice or its Affiliate and Manitowoc ParentCo no longer share the facility or property.

10.2 Contractors . As of the Manitowoc Foodservice Employment Date, in each country and where legally permissible, Manitowoc ParentCo or its applicable Affiliate will assign to Manitowoc Foodservice or its applicable Affiliate the engagements of Transferred Contractors and Manitowoc Foodservice or its applicable Affiliate will accept such assignments. Where not legally permissible to assign such engagements, Manitowoc ParentCo or its applicable Affiliate will terminate the engagements of each Transferred Contractor as of the applicable Manitowoc Foodservice Employment Date, and immediately thereafter Manitowoc Foodservice or its applicable Affiliate will offer to engage such Transferred Contractor.

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10.3 Expatriates . Manitowoc Foodservice will assume and honor, or will cause its applicable Affiliate to assume and honor, any agreements, obligations and liabilities relating to any Transferred Employee who is an expatriate, including, without limitation, agreements, obligations and liabilities relating to repatriation, relocation, equalization of taxes and living standards in the host country. For purposes of this Section 10.3, the term “expatriate” will refer to any employee who was hired in one country by Manitowoc ParentCo or one of its Affiliates, designated as an expatriate, and sent to work in another country on a temporary basis.

10.4 Shared Employee Contracts .

(a) At the written request of Manitowoc Foodservice, Manitowoc ParentCo will, and will cause other members of the Manitowoc ParentCo Group to, to the extent permitted by the applicable Manitowoc ParentCo Shared Employee Contract and applicable law, make available to Manitowoc Foodservice or applicable members of the Manitowoc Foodservice Group the benefits and rights under the Manitowoc ParentCo Shared Employee Contracts, including, but not limited to, the investigation, prosecution, and/or defense of litigation to enforce a Manitowoc ParentCo Shared Employee Contract on behalf of Manitowoc Foodservice, which are substantially comparable to the benefits and rights enjoyed by the Manitowoc ParentCo Group under each Manitowoc ParentCo Shared Employee Contract for which such request is made by Manitowoc Foodservice to the extent such benefits and rights relate to the Transferred Businesses; provided that the applicable members of the Manitowoc Foodservice Group will assume and discharge (or promptly reimburse Manitowoc ParentCo for) the obligations and liabilities under the relevant Manitowoc ParentCo Shared Employee Contracts associated with the benefits and rights so made available to them.

(b) At the written request of Manitowoc ParentCo, Manitowoc Foodservice will, and will cause other members of the Manitowoc Foodservice Group to, to the extent permitted by the applicable Manitowoc Foodservice Shared Employee Contract and applicable law, make available to Manitowoc ParentCo or applicable members of the Manitowoc ParentCo Group the benefits and rights under the Manitowoc Foodservice Shared Employee Contracts, including, but not limited to, the investigation, prosecution, and/or defense of litigation to enforce a Manitowoc Foodservice Shared Employee Contract on behalf of the Manitowoc ParentCo Group, which are substantially comparable to the benefits and rights enjoyed by the Manitowoc Foodservice Group under each Manitowoc Foodservice Shared Employee Contract for which such request is made by Manitowoc ParentCo, to the extent such benefits and rights relate to the Manitowoc ParentCo Business; provided that the applicable members of the Manitowoc ParentCo Group will assume and discharge (or promptly reimburse Manitowoc Foodservice) the obligations and liabilities under the relevant Manitowoc Foodservice Shared Employee Contracts associated with the benefits and rights so made available to them.

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10.5 Restrictions on Hiring of Current and Former Employees After Distribution Date .

(a) For a period of twelve (12) months after the Distribution Date (the “Restriction Period”), to the extent permitted by applicable law, Manitowoc ParentCo and its Affiliates will not, directly or indirectly, solicit for hire or hire employees of Manitowoc Foodservice or any of its Affiliates, and Manitowoc Foodservice and its Affiliates will not solicit for hire or hire employees of Manitowoc ParentCo or any of its Affiliates, unless written approval for such hiring is given by the senior Human Resources officers of Manitowoc ParentCo and of Manitowoc Foodservice prior to any offer of employment being extended either verbally or in writing; provided that such prohibition shall not apply in the case of employment transfers that the parties agree were made in error. Manitowoc ParentCo and Manitowoc Foodservice will be responsible for implementing appropriate internal procedures to ensure compliance with this Section 10.5(a). For purposes of the foregoing, the retention by one company of the services of any such employee or former employee of the other company through a temporary employment agency or through a contract with a third party or by or through any other similar arrangement, shall be deemed a violation of the foregoing non-solicitation and non-hire provisions.

(b) Nothing in Section 10.5(a) will prevent Manitowoc ParentCo and its Affiliates from hiring a former employee of Manitowoc Foodservice or one of its Affiliates, or Manitowoc Foodservice and its Affiliates from hiring a former employee of Manitowoc ParentCo or one of its Affiliates (the entity engaging in such hiring will be referred to as the “ Hiring Entity ” and the entity for whom the employee formerly worked will be referred to as the “ Former Employer ”), provided that the former employee was involuntarily terminated by the Former Employer and such involuntary termination was not due to any act or omission by the former employee undertaken by such former employee with any intent or design to circumvent the restrictions set forth in Section 10.5(a).

(c) Notwithstanding anything else in Sections 10.5(a) or (b) and to the extent permitted by applicable law, for the period beginning on the Manitowoc Foodservice Employment Date and ending on the first anniversary of the Distribution Date, none of Manitowoc ParentCo, Manitowoc Foodservice or their respective Affiliates will solicit for employment or employ (or engage as an independent contractor or consultant) any employee who refuses a transfer of employment contemplated by Sections 2.1(a) or 8.1(a).

(d) The provisions of this Section 10.5 of this Agreement are severable. In the event that any provision of this Section 10.5 is deemed unenforceable, a court of competent jurisdiction shall reform such provision to the extent necessary to cause it to be enforceable to the maximum extent permitted by law. The parties agree that they desire the court to reform such provision, and therefore agree that the court will have jurisdiction to do so and that they will abide by what the court determines.

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ARTICLE 11

RESPONSIBILITY FOR EMPLOYEES AND CONTRACTORS

11.1 Responsibility for Manitowoc Foodservice Group Employees . Except as expressly provided otherwise herein and subject to Section 11.7 hereof, Manitowoc Foodservice, to the exclusion of the Manitowoc ParentCo Group, will and will cause its applicable Affiliates to assume, be responsible for, and pay, perform, satisfy and discharge, any and all employment, compensation, employee benefit, and benefit plan fiduciary liabilities relating to any U.S. Employee, U.S. Transferred Employee, Non-U.S. Employee, Non-U.S. Transferred Employee, Other U.S. Manitowoc Foodservice Employee, Other Non-U.S. Manitowoc Foodservice Employee, and future employees of Manitowoc Foodservice and its Affiliates or of the Transferred Businesses (in the case of an employee who terminated employment prior to the preparation of the initial versions of Schedules 1(a) and 1(b), such employee will be considered to have been an employee of the Transferred Businesses if he or she was employed in or provided a majority of his or her services to the Transferred Business as of the date of such termination, or if his or her claim relates exclusively to the provision of services to the Transferred Businesses, regardless of whether or to what degree he or she also provided services to other businesses) (all such employees, the “ Manitowoc Foodservice Group Employees ”), which arise before, on or after the Distribution Date, including, without limitation:

(a) those arising from any claim that Manitowoc ParentCo or any of its Manitowoc ParentCo Group Affiliates is the actual employer, co-employer or joint employer of any of the Manitowoc Foodservice Group Employees;

(b) any and all employment-related claims under any national or local law or ordinance, all as they may have been or may in the future be amended;

(c) all liabilities relating to or arising out of any alleged failure to comply with the Transfer Laws with respect to the Manitowoc Foodservice Group Employees; and

(d) all termination and severance liabilities; claims for lost wages, compensation, and benefits; claims for damages; claims for breach of fiduciary duty without regard to whether such claims might also be deemed to be in any sense claims for benefits; and claims for unfair or wrongful dismissal; together with all costs and expenses (including but not limited to attorneys fees) associated therewith,

(collectively, and with the other liabilities for which any member of the Manitowoc Foodservice Group is explicitly responsible under the terms of this Agreement, the “ Manitowoc Foodservice Employment Liabilities ”); provided that the Manitowoc ParentCo Benefit liabilities, as defined in Section 11.6(a) below, will not be Manitowoc Foodservice Employment Liabilities.

11.2 Responsibility for Manitowoc Foodservice Group Contractors . Except as expressly provided otherwise herein and subject to Section 11.7 hereof, Manitowoc Foodservice, to the exclusion of the Manitowoc ParentCo Group, will and will cause their applicable Affiliates to assume, be responsible for, and pay, perform, satisfy and discharge, any and all liabilities relating to any Transferred Contractor and any other past, present, and future Contractor of Manitowoc Foodservice or its Affiliates or of the Transferred Businesses (such Contractor will

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be considered to have been engaged by the Transferred Businesses if he or she provided a majority of his or her services to the Transferred Businesses or if his or her claim relates exclusively to the provision of services to the Transferred Businesses, regardless of whether or to what degree he or she also provided services to other businesses) (the “ Manitowoc Foodservice Group Contractors ”) which arise before, on or after the Effective Date, including, without limitation, all Liabilities relating to or arising out of the assignment or termination by Manitowoc ParentCo or its Affiliates of the engagements of such Manitowoc Foodservice Group Contractors (the “ Manitowoc Foodservice Contractor Liabilities ”).

11.3 Responsibility for Certain Corporate Function Employees . Effective at and after the Distribution Date and except as expressly provided otherwise herein or in Schedule 1 of the Separation Agreement, and subject to Section 11.7 hereof, in the case of employment, compensation, employee benefit, and benefit plan fiduciary liabilities relating to employees whose principal responsibilities were to provide corporate services to the corporation as a whole (even though their work on given projects may have benefited one business unit more than another), who are not Manitowoc Foodservice Group Employees or Manitowoc ParentCo Group Employees and whose employment terminated, such liabilities will be borne by the entity that employed such employees immediately prior to their termination of employment (“ Prior Corporate Function Liabilities ”).

11.4 Responsibility for Manitowoc ParentCo Group Employees . Effective at and after the Distribution Date and except as expressly provided otherwise herein or in the Transition Services Agreement, and subject to Section 11.7 hereof, Manitowoc ParentCo, to the exclusion of the Manitowoc Foodservice Group, will and will cause its applicable Affiliates to assume, be responsible for, and pay, perform, satisfy and discharge, any and all employment, compensation, employee benefit, and benefit plan fiduciary liabilities relating to the current, former and future employees of the Manitowoc ParentCo Group business other than the Transferred Business (“ the Manitowoc ParentCo Group Businesses ”) and the former employees (prior to the Manitowoc Foodservice Employment Date) of Manitowoc Foodservice and its Affiliates (in the case of an employee who terminated employment prior to the preparation of the initial versions of Schedules 1(a) and 1(b), such employee will be considered to have been an employee of the Manitowoc ParentCo Group Businesses if he or she was employed in or provided a majority of his or her services to the Manitowoc ParentCo Group Businesses as of the date of such termination, or if his or her claim relates exclusively to the provision of services to the Manitowoc ParentCo Group Businesses, regardless of whether or to what degree he or she also provided services to other businesses), but excluding the Manitowoc Foodservice Group Employees (the “ Manitowoc ParentCo Group Employees ”), including, without limitation:

(a) those arising from any claim that Manitowoc Foodservice or any of its Manitowoc Foodservice Group Affiliates is the actual employer, co-employer or joint employer of any of the Manitowoc ParentCo Group Employees;

(b) any and all employment-related claims under any national or local law or ordinance, all as they may have been or may in the future be amended;

(c) all liabilities relating to or arising out of any alleged failure to comply with the Transfer Laws with respect to the Manitowoc ParentCo Group Employees; and

(d) all termination and severance liabilities; claims for lost wages, compensation, and benefits; claims for damages; claims for breach of fiduciary duty without regard to whether such claims might also be deemed to be in any sense claims for benefits; and claims for unfair or wrongful dismissal; together with all costs and expenses (including but not limited to attorneys fees) associated therewith,

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(collectively and with the other liabilities for which any member of the Manitowoc ParentCo Group is explicitly responsible under the terms of this Agreement, the “ Manitowoc ParentCo Employment Liabilities ”); provided , further , that Manitowoc Foodservice Benefit Liabilities, as defined in Section 11.6(b) below, will not be Manitowoc ParentCo Employment Liabilities or Manitowoc ParentCo Benefit Liabilities.

11.5 Responsibility for Manitowoc ParentCo Group Contractors . Effective at and after the Distribution Date and except as expressly provided otherwise herein, and subject to Section 11.7 hereof, Manitowoc ParentCo, to the exclusion of the Manitowoc Foodservice Group, will and will cause its applicable Affiliates to assume, be responsible for, and pay, perform, satisfy and discharge, any and all liabilities relating to past, present, and future Contractors of Manitowoc ParentCo or its Affiliates, other than the Manitowoc Foodservice Group Contractors (the “ Manitowoc ParentCo Group Contractors ”), including, without limitation, all liabilities relating to or arising out of the assignment or termination by Manitowoc Foodservice or members of the Manitowoc Foodservice Group of the engagements of such Manitowoc ParentCo Group Contractors (the “ Manitowoc ParentCo Contractor Liabilities ”).

11.6 Responsibility for Certain Benefits Matters .

(a) Notwithstanding any provision of Sections 11.1 to 11.5 of this Agreement and effective at and after the Distribution Date, and subject to Sections 11.6(b) and 11.7 hereof, Manitowoc ParentCo, to the exclusion of the Manitowoc Foodservice Group, will and will cause its applicable Affiliates to assume, be responsible for, and pay, perform, satisfy and discharge, any and all liabilities incurred in connection with respect to legal actions for benefits under any Employee Benefit Plan of Manitowoc ParentCo or legal actions alleging breach of fiduciary duty in connection with any Employee Benefit Plan of Manitowoc ParentCo, as follows: (A) as to liabilities arising from such actions filed on or commenced before, on or after the Distribution Date that involve only pre-Distribution acts or omissions, Manitowoc ParentCo will indemnify Manitowoc Foodservice and its employees, directors, fiduciaries or agents, (B) as to liabilities arising from such actions filed on or commenced before, on or after the Distribution Date that involve pre-Distribution acts or omissions and post-Distribution acts or omissions, Manitowoc ParentCo and Manitowoc Foodservice will be responsible for their own liabilities, including those of their employees, directors, fiduciaries and agents, as to that portion of any settlement, judgment, costs and expenses resulting from such post-Distribution acts or omissions, and (C) as to liabilities arising from such actions filed on or commenced before, on or after the Distribution Date that do not involve alleged pre-Distribution acts or omissions, Manitowoc ParentCo will not indemnify Manitowoc Foodservice, nor will Manitowoc Foodservice indemnify Manitowoc ParentCo, and neither will indemnify the employees, directors, fiduciaries or agents of the other (such liabilities as are to be indemnified by Manitowoc ParentCo, “ Manitowoc ParentCo Benefit Liabilities ”).

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(b) Notwithstanding any provision of Sections 11.1 to 11.5 of this Agreement, and subject to Section 11.7 hereof, Manitowoc Foodservice, to the exclusion of the Manitowoc ParentCo Group, will and will cause its applicable Affiliates to assume, be responsible for, and pay, perform, satisfy and discharge, any and all liabilities: (i) to the extent provided in Sections 11.6(a)(iii)(B) and (C) above; (ii) relating in any way to any Manitowoc Foodservice Employee Benefit Plan; (iii) arising from any post-Distribution act or omission by Manitowoc Foodservice or by an employee, director, fiduciary or agent of Manitowoc Foodservice relating in any way to any Manitowoc ParentCo Employee Benefit Plan; (iv) under Section 510 of ERISA, or otherwise, relating to the absence following the Distribution Date of a Manitowoc Foodservice U.S. or U.K. defined benefit pension plan or U.S. retiree medical plan; and (v) arising from any change in terms and conditions of employment by Manitowoc Foodservice in the terms and conditions of employment of any Manitowoc Foodservice Group Employees in comparison with their terms and conditions of employment as of the date immediately preceding their Manitowoc Foodservice Employment Date (“ Manitowoc Foodservice Benefit Liabilities ”).

11.7 Reimbursement and Indemnification .

(a) Damages incurred by Manitowoc Foodservice, Manitowoc ParentCo, and/or their applicable Affiliates or their respective Employee Benefit Plans or plan fiduciaries relating to employment, compensation, employee benefit, and benefit plan fiduciary damages and liabilities will be paid to the maximum extent available under applicable insurance. In no respect shall Manitowoc Foodservice, Manitowoc ParentCo, or their Affiliates or their respective Employee Benefit Plans or plan fiduciaries be deemed to indemnify, assume, or agree to share insured losses. To the extent that any such damages are not fully indemnified or reimbursed by applicable insurance, then Manitowoc Foodservice and Manitowoc ParentCo (or the applicable Affiliates of Manitowoc Foodservice and Manitowoc ParentCo) will be responsible for payment of such amounts (including amounts within retentions, deductibles, co-insurance, retrospective premiums and amounts in excess of insurance or not covered by insurance), whether by reimbursement, indemnification or otherwise, in the proportion to and according to whether such damages relate to Manitowoc Foodservice Employment Liabilities, Manitowoc Foodservice Contractor Liabilities, Manitowoc ParentCo Employment Liabilities, Manitowoc ParentCo Contractor Liabilities, Prior Corporate Function Liabilities, Manitowoc ParentCo Benefit Liabilities, or Manitowoc Foodservice Benefit Liabilities, as set forth in this Article 11. For purpose of clarification, if pursuant to the provisions in this Article 11 Manitowoc ParentCo, to the exclusion of the Manitowoc Foodservice Group, will or will cause its applicable Affiliates to assume, be responsible for, and pay, perform, satisfy and discharge any liability, then Manitowoc ParentCo or its applicable Affiliate will be deemed the “Indemnifying Party” and the Manitowoc Foodservice Group will be deemed the “Indemnified Party” for purposes of Section 6.2 of the Separation Agreement in the event the Manitowoc Foodservice Group incurs any damages related to such liability. Similarly, if pursuant to the provisions in this Article 11 Manitowoc Foodservice, to the exclusion of the Manitowoc ParentCo Group, will or will cause their Affiliates to assume, be responsible for, and pay, perform, satisfy and discharge any liability, then Manitowoc Foodservice or its applicable Affiliate will

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be deemed the “Indemnifying Party” and the Manitowoc ParentCo Group will be deemed the “Indemnified Party” for purposes of Section 6.1 of the Separation Agreement in the event the Manitowoc ParentCo Group incurs any damages related to such liability.

(b) Claims for breach of this Agreement or for indemnification or reimbursement or with respect to insurance under this Agreement shall be resolved as set forth in, and shall be subject to the terms of, Article VI of the Separation Agreement. This shall in no way limit the applicability of other provisions of the Separation Agreement.

(c) For the avoidance of doubt, it is understood and agreed that (i) Manitowoc Foodservice Employment Liabilities and Manitowoc Foodservice Contractor Liabilities will arise in connection with Manitowoc Foodservice Exclusive Litigation Matters or Shared Litigation Matters, as defined in the Separation Agreement, (ii) Manitowoc ParentCo Employment Liabilities and Manitowoc ParentCo Contractor Liabilities will arise in connection Manitowoc ParentCo Exclusive Litigation Matters or Shared Litigation Matters, as defined in the Separation Agreement, (iii) Prior Corporate Function Liabilities will arise in connection with Shared Litigation Matters, as defined in the Separation Agreement, except as provided in Schedule 1 therein, (iv) Manitowoc Foodservice Benefit Liabilities will arise in connection with Manitowoc Foodservice Exclusive Litigation Matters or Corporate Litigation Matters, as defined in the Separation Agreement, and (v) Manitowoc ParentCo Benefit Liabilities will arise in connection with Manitowoc ParentCo Exclusive Litigation Matters or Corporate Litigation Matters, as defined in the Separation Agreement.

ARTICLE 12

TERMINATION

12.1 Termination of Agreement . This Agreement will terminate automatically and without need for further action by either party in the event that the Separation Agreement is terminated in accordance with its respective terms.

12.2 Effect of Termination . Upon termination of this Agreement pursuant to this Article 12, this Agreement and the rights and obligations of the parties under this Agreement automatically end without any liability against any party or its Affiliates, except as otherwise provided in the Separation Agreement.

ARTICLE 13

MISCELLANEOUS

13.1 Entire Agreement . This Agreement is an integral part of, is subject to, and is to be interpreted consistently with, the Separation Agreement, and the provisions of the Separation Agreement that do not conflict with the provisions of this Agreement are hereby incorporated by reference; in all other respects this Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior written and oral (and all contemporaneous oral) agreements and understandings with respect to the express subject matter hereof. The provisions of Article 7 of the Separation Agreement not otherwise expressly covered

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in this Article 13 are hereby incorporated by reference into this Agreement. For purposes of this Section 13.1 only, references herein to this Agreement will include the Schedules and Exhibits to this Agreement, the employee matters section of any country’s ancillary agreement, and any annex of the Transition Services Agreement addressing Employee Matters.

13.2 Cooperation . Manitowoc ParentCo and Manitowoc Foodservice agree to, and to cause their Affiliates to, cooperate and use reasonable efforts to promptly (i) comply with all requirements of this Agreement, ERISA, the Code and other laws and regulations which may be applicable to the matters addressed herein, and (ii) subject to applicable law, provide each other with such information reasonably requested by the other party to assist the other party in administering its Employee Benefit Plans and complying with applicable law and regulations and the terms of this Agreement.

13.3 Third Party Beneficiaries . This Agreement will not confer third-party beneficiary rights upon any Transferred Employee or any other person or entity. Nothing in this Agreement will be construed as giving to any Transferred Employee or other person any legal or equitable right against Manitowoc ParentCo, Manitowoc Foodservice or their Affiliates. This Agreement will not constitute a contract of employment and will not give any Transferred Employee a right to be retained in the employ of either Manitowoc ParentCo, Manitowoc Foodservice or any of their Affiliates, unless the Transferred Employee would otherwise have that right under applicable law. With regard to any Transferred Employee who was an employee-at-will prior to becoming a Transferred Employee, this Agreement will not be deemed to change that at-will status in any way. Furthermore, no provision in this Agreement modifies or amends or creates any employee benefit plan, program, or document (“ Intended Benefit Plan ”) unless this Agreement explicitly states that the provision “amends” or “creates” (or words to similar effect) that Intended Benefit Plan. This shall not prevent the parties to this Agreement from enforcing any provision in this Agreement, but no other party shall be entitled to enforce any provision in this Agreement on the grounds that it is an amendment to, or a creation of, an Intended Benefit Plan, unless the provision explicitly states that such enforcement rights are being conferred. If a party not entitled to enforce this Agreement brings a lawsuit or other action to enforce any provision in this Agreement as an amendment to, or creation of, an Intended Benefit Plan, and that provision is construed to be such an amendment or creation despite not being explicitly designated as one in this Agreement, that provision shall lapse retroactively, thereby precluding it from having any effect.

13.4 Employment Records . The parties agree that on or within a reasonable time period after the Distribution Date, the party transferring employees (the “ Transferor ”) agrees to provide the party receiving the employees (the “ Transferee ”) with all employment records for the employees required to be kept under applicable law or necessary for the conduct of the Transferee’s business, provided (a) that such records will not include any records to the extent such a transfer would violate applicable law or cause the Transferor to breach any agreement with a third party, and (b) that such records are in the possession of the Transferor. The Transferor may make, at its expense, and keep copies of such records.

13.5 Not a Change in Control . The Parties acknowledge and agree that the transactions contemplated by the Separation Agreement and this Agreement do not constitute a “change in control” or a “change of control” for purposes of any benefit plan maintained by the Parties or their Affiliates.

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13.6 Effect if Distribution Does Not Occur . If the Distribution does not occur, then all actions and events that are to be taken under this Agreement, or otherwise in connection with the Distribution, shall not be taken or occur, except to the extent specifically provided by Manitowoc ParentCo.

13.7 Disputes . The Parties agree to use commercially reasonable efforts to resolve in an amicable manner any and all controversies, disputes and claims between them arising out of or related in any way to this Agreement. The Parties agree that any controversy, dispute or claim (whether arising in contract, tort or otherwise) arising out of or related in any way to this Agreement that cannot be amicably resolved informally will be resolved pursuant to the dispute resolution procedures set forth in Article VII of the Separation Agreement.

(This space intentionally left blank)

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IN WITNESS WHEREOF , each party has caused this Employee Matters Agreement to be executed on its behalf by a duly authorized officer effective as of the date first set forth above.

[Signature page to Employee Matters Agreement]

Exhibit 10.4

Execution Version

INTELLECTUAL PROPERTY MATTERS AGREEMENT

THIS INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “ IP Agreement ”) is made and entered into effective as of March 4, 2016 (the “ Effective Date ”), by and among The Manitowoc Company, Inc., a Wisconsin corporation (“ Manitowoc ParentCo ”), and Manitowoc Foodservice, Inc., a Delaware corporation and wholly-owned subsidiary of Manitowoc ParentCo (“ SpinCo ”). Capitalized terms used and not otherwise defined in this IP Agreement have the meanings ascribed to such terms in Article 1 of the Separation Agreement (defined below).

RECITALS

WHEREAS, Manitowoc ParentCo has determined that it would be appropriate, desirable and in the best interests of Manitowoc ParentCo and Manitowoc ParentCo’s shareholders to separate the Foodservice Business from Manitowoc ParentCo;

WHEREAS, Manitowoc ParentCo and SpinCo are entering simultaneously herewith into a Master Separation and Distribution Agreement to implement the separation of the business operations of SpinCo from Manitowoc ParentCo (the “ Separation Agreement ”);

WHEREAS, Manitowoc ParentCo and the Foodservice Business both make use of various elements of intellectual property and this IP Agreement is intended to set forth the principal arrangements between them regarding the distribution of, rights to and use of certain such intellectual property.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth below, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereby agree as follows:

ARTICLE 1

DEFINITIONS

The following terms, as used in this IP Agreement, have the following meanings:

“ Acquired Party ” has the meaning set forth in Section 3.2(f) of this IP Agreement.

“ Common Mark ” means the graphical representation of a solid circle (both colored red and black and white) with the letter “M” of the word MANITOWOC superimposed thereon printed in the font as seen below:

		and

“ Disclosing Party ” has the meaning set forth in Section 3.5 of this IP Agreement.

“ Distribution ” means the distribution to holders of shares of Manitowoc ParentCo common stock all of the outstanding shares of SpinCo common stock held by Manitowoc ParentCo.

“ Effective Date ” has the meaning set forth in the preamble to this IP Agreement.

“ IP Agreement ” means this Intellectual Property Matters Agreement, entered into by and between Manitowoc ParentCo and SpinCo and effective as of the Effective Date, as such may be amended from time to time.

“ Manitowoc ParentCo ” has the meaning set forth in the preamble to this IP Agreement.

“ Manitowoc ParentCo Domains ” means the domain name/uniform resource locator “manitowoccranes.com”

“ Manitowoc ParentCo Facebook Account ” has the meaning set forth in Section 5.2 of this IP Agreement.

“ Manitowoc ParentCo Fields of Use ” means the design, manufacture, promotion and sale of industrial cranes, tower cranes, mobile hydraulic cranes, telescoping cranes, lattice-boom crawler cranes, vehicles, boom trucks and equipment, parts and accessories for the foregoing, and repair, maintenance and refurbishing services for the foregoing.

“ Manitowoc ParentCo Google+ Account ” has the meaning set forth in Section 5.7 of this IP Agreement.

“ Manitowoc ParentCo LinkedIn Account ” has the meaning set forth in Section 5.3 of this IP Agreement.

“ Manitowoc ParentCo Patents ” means patents and patent applications identified in Schedule A which represents the patent assets around the world of the parties for innovations generally in the Manitowoc ParentCo Fields of Use.

“ Manitowoc ParentCo Trademarks ” means trademarks and trademark registration applications identified in Schedule B which represent marks around the world of the parties generally used in the promotion and sale of products and services within the Manitowoc ParentCo Fields of Use.

“ Manitowoc ParentCo Twitter Accounts ” has the meaning set forth in Section 5.1 of this IP Agreement.

“ Manitowoc ParentCo Works ” means works of authorship (a) related to the Manitowoc ParentCo Fields of Use; and (b) subject to protection under the Copyright laws of at least one country around the world.

“ Manitowoc ParentCo YouTube Accounts ” has the meaning set forth in Section 5.6 of this IP Agreement.

“ Objecting Party ” has the meaning set forth in Section 3.2(f) of this IP Agreement.

“ Other Party ” has the meaning set forth in Section 3.5 of this IP Agreement.

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“ Separation Agreement ” has the meaning set forth in the recitals to this IP Agreement.

“ Shared Domain Name ” means the domain name/uniform resource locator “Manitowoc.com”

“ SpinCo ” has the meaning set forth in the preamble to this IP Agreement.

“ SpinCo Domain ” means the domain name/uniform resource locator “manitowocfoodservice.com”

“ SpinCo Facebook Accounts ” has the meaning set forth in Section 5.2 of this IP Agreement.

“ SpinCo Fields of Use ” means the design, manufacture, promotion, sale, repair and engineering design services for commercial and industrial food equipment including (i) food preparation equipment, (ii) primary cooking and warming equipment, (iii) refrigeration and freezing equipment and ice machines, (iv) food serving equipment, (v) beverage dispensing equipment, (vi) kitchen tools and cookware, (vii) food holding, storage and handling equipment, (viii) tabletop food service items and servingware, (ix) furnishings and décor for food serving establishments (x) custom fabrication services for food preparation and serving equipment and accessories and (xi) food merchandizing and display coolers and freezers; parts and accessories for the foregoing, and repair, maintenance and refurbishing services for the foregoing.

“ SpinCo Google+ Account ” has the meaning set forth in Section 5.7 of this IP Agreement.

“ SpinCo Group ” means, as of any time of determination (whether before or after the Distribution), the group consisting of (i) SpinCo, (ii) each entity that is a subsidiary of SpinCo as of the time of determination, (iii) each entity that is not a subsidiary of SpinCo as of a time of determination before the Distribution but that later becomes a subsidiary of SpinCo by the time of the Distribution, and (iv) each entity that becomes an affiliate (other than a subsidiary) of SpinCo after the Distribution.

“ SpinCo Instagram Account ” has the meaning set forth in Section 5.5 of this IP Agreement.

“ SpinCo LinkedIn Accounts ” has the meaning set forth in Section 5.3 of this IP Agreement.

“ SpinCo Patents ” means patents and patent applications identified in Schedule C which represents the patent assets around the world of the parties for innovations generally in the SpinCo Fields of Use.

“ SpinCo Pinterest Account ” has the meaning set forth in Section 5.4 of this IP Agreement.

“ SpinCo Trademarks ” means trademarks and trademark registration applications identified in Schedule D which represent marks around the world of the parties generally used in the promotion and sale of products and services within SpinCo Fields of Use.

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“ SpinCo Twitter Accounts ” has the meaning set forth in Section 5.1 of this IP Agreement.

“ SpinCo Use Term ” has the meaning set forth in Section 3.2(c) of this IP Agreement.

“ SpinCo Works ” means works of authorship (a) related to the SpinCo Fields of Use; and (b) subject to protection under the Copyright laws of at least one country around the world.

“ SpinCo YouTube Accounts ” has the meaning set forth in Section 5.6 of this IP Agreement.

ARTICLE 2

PATENTS

Section 2.1 Patents . Manitowoc ParentCo (or a subsidiary of Manitowoc ParentCo) is believed to be the owner of record for the Manitowoc ParentCo Patents. Similarly, SpinCo Group is believed to be the owner of record for the SpinCo Patents. Therefore, the parties believe that ownership of the patent assets relevant to the Distribution have already been allocated to the respective parties. The parties also believe that there is no current practical business need for Manitowoc ParentCo to practice the inventions protected by SpinCo Patents and similarly no current practical business need for SpinCo to practice the inventions protected by the Manitowoc ParentCo Patents.

Section 2.2 Assignment by SpinCo Group . To the extent that SpinCo Group owns or has any right or interest in any Manitowoc ParentCo Patent, SpinCo Group hereby assigns and agrees to assign to Manitowoc ParentCo, any and all rights it possesses in the Manitowoc ParentCo Patent(s). SpinCo Group agrees to execute and cause its employees and agents to execute any and all documents reasonably necessary to implement the terms of this Section.

Section 2.3 Assignment by Manitowoc ParentCo . To the extent that Manitowoc ParentCo owns or has any right or interest in any SpinCo Patent, Manitowoc ParentCo hereby assigns and agrees to assign to SpinCo, any and all rights it possesses in the SpinCo Patent(s). Manitowoc ParentCo agrees to execute and cause its employees and agents to execute any and all documents reasonably necessary to implement the terms of this Section.

Section 2.4 Cross Licensing . If after the Effective Date of this IP Agreement, it is determined that one party does in fact have a reasonable business need to practice the patented invention of the other party, then the parties agree to cooperate with one another to put in place a commercially reasonable royalty-free, perpetual, worldwide license agreement permitting use of the patented innovation within the fields of use of the licensing party. Any license agreement entered into pursuant to this Section 2.4: (a) shall have the same effective date as the effective date of the Separation Agreement and (b) shall provide for a term of use that ends on or before the second anniversary of the effective date of the Separation Agreement.

ARTICLE 3

TRADEMARKS

Section 3.1 Trademarks . Manitowoc ParentCo (or a subsidiary of Manitowoc ParentCo) is believed to be the owner of record for the Manitowoc ParentCo Trademarks. Similarly, SpinCo

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Group is believed to be the owner of record for the SpinCo Trademarks. Therefore, the parties believe that ownership of the vast majority of the trademarks assets relevant to the Distribution have already been allocated to the respective parties. The parties also believe that, except as expressly provided herein, there is no current practical business need for Manitowoc ParentCo to use the SpinCo Trademarks and similarly no current practical business need for SpinCo to use the Manitowoc ParentCo Trademarks.

Section 3.2 Common Mark .

(a) Use of Common Mark . For the past several years, Manitowoc ParentCo has made use of the Common Mark in conjunction with products and services falling within the scope of the Manitowoc ParentCo Fields of Use and, similarly, SpinCo Group has made use of the Common Mark in conjunction with products and services falling within the scope of the SpinCo Fields of Use. Following the execution of this IP Agreement, it is anticipated that for a limited period of time both Manitowoc ParentCo and SpinCo will continue to make use of the Common Mark in their respective Fields of Use in accordance with this IP Agreement. Due to the appreciable differences between the goods and services of the respective Fields of Use, the different consumer base for the respective Fields of Use, the different trade channels for promotion and use of the Common Mark in the respective Fields of Use, the sophistication of the respective consumers in each of the Fields of Use, along with other factors, the Parties believe that they can each continue to use the Common Mark in their respective Fields of Use, subject to the terms of this IP Agreement, without the potential for any consumer confusion.

(b) Ownership . Notwithstanding anything else in this IP Agreement, the Parties hereby acknowledge and agree that Manitowoc ParentCo (or one of its subsidiaries) is the sole owner of the Common Mark, and to the extent that any member of SpinCo Group may have acquired any ownership or other rights to the Common Mark anywhere in the world and at any point in the past, that SpinCo Group member hereby assigns and agrees to assign to Manitowoc ParentCo (or one of its subsidiaries) any and all rights it may have in the Common Mark and all goodwill and rights related thereto immediately prior to the date the SpinCo Group member is contributed to SpinCo. In exchange, Manitowoc ParentCo grants to SpinCo and the members of SpinCo Group a royalty-free license to use the Common Mark within the SpinCo Fields of Use and for the duration of the SpinCo Use Term (as set forth in Section 3.2(c) below).

(c) License . Manitowoc ParentCo hereby grants to SpinCo a royalty-free license to use the Common Mark in conjunction with promotion, marketing, sale and distribution of products within the SpinCo Fields of Use. The term of this license shall extend to the anniversary of the Effective Date in the year 2018 (the “ SpinCo Use Term ”). In using the Common Mark, SpinCo shall maintain the high level of quality of goods and services already associated with the Common Mark in the SpinCo Fields of Use.

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(d) Future Use . The Parties agree that it is not in their best interests for both Parties to continue to use the Common Mark indefinitely. Therefore, subject to Section 3.2(f) below, SpinCo agrees that it will cease any and all use of the Common Mark, regardless of the goods or services of use, no later than the end of the SpinCo Use Term. After this date, SpinCo will cease all use of the Common Mark and will take no further action to renew, prosecute or otherwise maintain any trademark application or registration for the Common Mark or any mark incorporating the distinctive graphical elements thereof. Notwithstanding this section:

(i) SpinCo shall not be liable for, and shall not be required to take any action with respect to, any products or packaging manufactured by SpinCo and bearing the Common Mark that were sold or distributed by SpinCo prior to the end of the SpinCo Use Term even though such products may remain in the stream of commerce following the end of the SpinCo Use Term; and

(ii) SpinCo shall not be required to cease use of the Common Mark at the end of the SpinCo Use Term, and shall be entitled to continue use of the Common Mark following the end of the SpinCo Use Term pursuant to a continuing royalty-free license, if, prior to the end of the SpinCo Use Term, Manitowoc ParentCo is required to cease use of the Common Mark pursuant to Section 3.2(f) below.

(e) Cooperation . To the extent necessary, the Parties agree to cooperate with one another to implement the terms of this Section 3.2, including but not limited to executing commercially reasonable letters of consent or coexistence agreements.

(f) Revocation of Rights of Use . In the event that a Party (the “ Acquired Party ”) is acquired by, merges with, or otherwise comes under the direct control of an entity which the other Party (the “ Objecting Party ”) determines, using its reasonable discretion, to be a competitor of the Objecting Party, then the Acquired Party agrees that it shall cease any and all use of the Common Mark. Within thirty (30) days after the public announcement of the consummation of an acquisition, merger or the like, the Acquired Party shall provide written notice to the Objecting Party of the public details of the transaction. Within thirty (30) days after receipt of the written notice from the Acquired Party, the Objecting Party shall provide written notice to Acquired Party if the Objecting Party objects to the continued use of the Common Mark under this Section 3.2(f). If the Objecting Party does not timely provide such written notice, the Objecting Party will be conclusively deemed not to object. No more than nine (9) months after receipt of the written notice from the Objecting Party, the Acquired Party will cease any and all use of the Common Mark and will take no further action to prosecute, maintain or renew any registration around the world for the Common Mark.

Section 3.3 Exclusivity .

(a) SpinCo Exclusive Fields of Use . For the SpinCo Use Term (subject to Section 3.2), SpinCo has the exclusive right throughout the world to use the Common Mark in connection with the SpinCo Fields of Use. Manitowoc ParentCo shall not use for itself, or grant a right to or otherwise license any third party to use, the Common Mark and/or a confusingly similar likeness or variation thereof in connection with the SpinCo Fields of Use, except as otherwise permitted in this IP Agreement or otherwise agreed upon in writing by the parties.

(b) Manitowoc ParentCo Exclusive Fields of Use . Manitowoc ParentCo has the exclusive right throughout the world to use the Common Mark in connection with the Manitowoc ParentCo Fields of Use. SpinCo shall not use for itself, or grant a right to or otherwise license any third party to use, the Common Mark and/or a confusingly similar likeness or variation thereof in connection with the Manitowoc ParentCo Fields of Use, except as otherwise permitted in this IP Agreement or otherwise agreed upon in writing by the parties.

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Section 3.4 Conflicting Registrations . SpinCo agrees not to adopt, seek or file for registration of any new trademarks incorporating distinctive graphical elements of the Common Mark.

Section 3.5 Enforcement of Rights . Each Party (the “ Disclosing Party ”) agrees to use reasonable efforts to inform the other (the “ Other Party ”) if the Disclosing Party learns of any proposed or actual adoption, use or registration of any trademark, trade name or corporate name which could infringe or impair the Other Party’s rights in the Common Mark. The Disclosing Party agrees to provide, at the Other Party’s expense, any and all information and assistance reasonably requested concerning such infringements. As the owner of the Common Mark, Manitowoc ParentCo shall have the first right and opportunity to bring action against an alleged infringer of the Common Mark and SpinCo agrees to fully cooperate in this regard. Should Manitowoc ParentCo elect not to take action against an alleged infringer, SpinCo may conduct, at its own expense, and with the right to all recoveries, such litigation as SpinCo deems necessary to challenge the alleged infringement, provided that Manitowoc ParentCo is first given thirty (30) days written notice of SpinCo’s intention to initiate litigation. In the event that SpinCo initiates litigation after providing such notice, Manitowoc ParentCo agrees to be named as a party to the action, but only to the extent legally required in order to provide a basis for the action. SpinCo may not settle such action or enter into any other agreement affecting the Common Mark and/or Manitowoc ParentCo’s rights in the Common Mark without Manitowoc ParentCo’s written approval.

Section 3.6 Cooperation . The parties, being familiar with the marketplace in which their respective marks are used and will be used, believe that the use of their respective marks and the Common Mark have not and are not likely to cause any confusion, mistake or deception. The parties agree to cooperate and consult with one another in good faith should future conditions or developments create confusion or a likelihood of confusion arising from use of the Common Mark. The parties further agree to cooperate with each other and take reasonable steps to (a) avoid confusion that may arise in the future and (b) put in place limited alternative arrangements to facilitate the registration and use of their respective marks in relation to their respective goods and services solely in jurisdictions where trademark laws may frustrate the parties’ intentions, including commercially reasonable royalty-free, perpetual licenses in those jurisdictions where trademark laws do not permit multiple parties to own the same mark for use on potentially similar or related goods and services.

Section 3.7 Consent . Each party consents to the other party’s use of the term MANITOWOC in trademarks, service marks, domain names, trade names or social media identifiers used by such other party in such other party’s Fields of Use. Each consenting party further agrees not to challenge, oppose or object to the use and registration within the other party’s Fields of Use of any trademark, service mark, domain name, trade name or social media identifier based upon the use of graphical elements of the Common Mark and/or the term MANITOWOC.

ARTICLE 4

DOMAIN NAMES/UNIFORM RESOURCE LOCATORS

Section 4.1 Parties’ Domains . Manitowoc ParentCo (or a subsidiary of Manitowoc ParentCo) is the owner of record for the Manitowoc ParentCo Domain. Similarly, SpinCo Group is the owner of record for the SpinCo Domain. Therefore, ownership of the domain name assets relevant to the Distribution has already been allocated to the respective parties.

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Section 4.2 Ownership of Shared Domain . Manitowoc ParentCo (or a subsidiary of Manitowoc ParentCo) is the owner of record for the Shared Domain and Manitowoc ParentCo shall remain the sole owner of the Shared Domain. To the extent that SpinCo Group has any ownership or control over the Shared Domain, it hereby assigns and agrees to assign to Manitowoc ParentCo all right, title and interest in the Shared Domain. SpinCo Group agrees to cooperate with Manitowoc ParentCo to implement the terms of this Section.

Section 4.3 Use of Shared Domain. As the owner of the Shared Domain, Manitowoc ParentCo shall have the right to control the content and formatting of the content appearing on the Shared Domain. Notwithstanding the foregoing, for a term of two (2) years from the Effective Date, Manitowoc ParentCo agrees to maintain on the Shared Domain a direct link to the SpinCo Domain or another domain supplied by SpinCo. In the event that the content of the materials accessible on the linked SpinCo domain name is, at the sole but reasonable discretion of Manitowoc ParentCo, commercially inappropriate or unprofessional or may reflect adversely on Manitowoc ParentCo or the consumer goodwill inherent in any of the Manitowoc ParentCo Trademarks, Manitowoc ParentCo’s obligation to maintain such link shall terminate.

ARTICLE 5

SOCIAL MEDIA

Section 5.1 Twitter . Manitowoc ParentCo (or a subsidiary of Manitowoc ParentCo) is the owner of record for and currently has control over the Twitter accounts having the Twitter handles “@ManitowocCo” and “@MTWCoCareers” (collectively, the “ Manitowoc ParentCo Twitter Accounts ”). SpinCo Group is the owner of record for and currently has control over the Twitter accounts having the Twitter handles “@MTWFS,” “@MTWFSCulinary,” “@MTWFSsocial,” “@MTWFSTrends,” “@MTWFSMarketing,” “@Convotherm,” “@MerrychefMTWFS,” “@FrymasterMTWFS, “@IceMTWFS,” “@DelfieldMTWFS,” “@Cleveland MTWFS,” “@KolpakMTWFS,” “@LincolnMTWFS,” “@GarlandMTWFS” and “@MercoMTWFS” (collectively, the “ SpinCo Twitter Accounts ”). The foregoing Twitter account information represents the only Twitter accounts and handles owned or used by the parties. Therefore, ownership of the Twitter account assets relevant to the Distribution has already been allocated to the respective parties. The parties agree that, following the Distribution, there is (a) no current practical business need for Manitowoc ParentCo to use or have access to the SpinCo Twitter Accounts and, similarly, (b) no current practical business need for SpinCo to use or have access to the Manitowoc ParentCo Twitter Accounts.

Section 5.2 Facebook . Manitowoc ParentCo (or a subsidiary of Manitowoc ParentCo) is the owner of record for and currently has control over the Facebook account having the name “Manitowoc Company” (the “ Manitowoc ParentCo Facebook Account ”). SpinCo Group is the owner of record for and currently has control over the Facebook accounts having the names “Manitowoc Foodservice,” “Convotherm,” “Merrychef,” “Frymaster,” and “Manitowoc Ice” (collectively, the “ SpinCo Facebook Accounts ”). The foregoing Facebook account information represents the only Facebook accounts and account names owned or used by the parties. Therefore, ownership of the Facebook account assets relevant to the Distribution has already been allocated to the respective parties. The parties agree that, following the Distribution, there is (a) no current practical business need for Manitowoc ParentCo to use or have access to the SpinCo Facebook Accounts and, similarly, (b) no current practical business need for SpinCo to use or have access to the Manitowoc ParentCo Facebook Account.

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Section 5.3 LinkedIn . Manitowoc ParentCo (or a subsidiary of Manitowoc ParentCo) is the owner of record for and currently has control over the LinkedIn account having the name “The Manitowoc Company” (the “ Manitowoc ParentCo LinkedIn Account ”). SpinCo Group is believed to be the owner of record for and currently has control over the LinkedIn accounts having the names “Manitowoc Foodservice,” “Convotherm Elektrogeräte” and “Merrychef Ltd./Manitowoc” (collectively, the “ SpinCo LinkedIn Accounts ”). The foregoing LinkedIn account information represents the only LinkedIn accounts and account names owned or used by the parties. Therefore, ownership of the LinkedIn account assets relevant to the Distribution has already been allocated to the respective parties. The parties agree that, following the Distribution, there is (a) no current practical business need for Manitowoc ParentCo to use or have access to the SpinCo LinkedIn Accounts and, similarly, (b) no current practical business need for SpinCo to use or have access to the Manitowoc ParentCo LinkedIn Account.

Section 5.4 Pinterest . Manitowoc ParentCo does not own or maintain any Pinterest accounts. SpinCo Group is the owner of record for and currently has control over the Pinterest account having the name “Manitowoc FS” (the “ SpinCo Pinterest Account ”). The foregoing Pinterest account information represents the only Pinterest accounts and account names owned or used by the parties. Therefore, ownership of the Pinterest account assets relevant to the Distribution has already been allocated to the respective parties. The parties agree that, following the Distribution, there is no current practical business need for Manitowoc ParentCo to use or have access to the SpinCo Pinterest Account.

Section 5.5 Instagram . Manitowoc ParentCo does not own or maintain any Instagram accounts. SpinCo Group is the owner of record for and currently has control over the Instagram account having the name “MTWFS” (the “ SpinCo Instagram Account ”). The foregoing Instagram account information represents the only Instagram accounts and account names owned or used by the parties. Therefore, ownership of the Instagram account assets relevant to the Distribution has already been allocated to the respective parties. The parties agree that, following the Distribution, there is no current practical business need for Manitowoc ParentCo to use or have access to the SpinCo Instagram Account.

Section 5.6 YouTube . Manitowoc ParentCo (or a subsidiary of Manitowoc ParentCo) is the owner of record for and currently has control over the YouTube accounts having the user names “Manitowoc2400” and “manitowoccranes” (collectively, the “ Manitowoc ParentCo YouTube Accounts ”). SpinCo Group is the owner of record for and currently has control over the YouTube accounts having the user names “manitowocfs” and “MerrychefTV” and the YouTube channel having the name “Convotherm” (collectively, the “ SpinCo YouTube Accounts ”). The foregoing YouTube account information represents the only YouTube accounts and account names owned or used by the parties. Therefore, ownership of the YouTube account assets relevant to the Distribution has already been allocated to the respective parties. The parties agree that, following the Distribution, there is (a) no current practical business need for Manitowoc ParentCo to use or have access to the SpinCo YouTube Accounts and, similarly, (b) no current practical business need for SpinCo to use or have access to the Manitowoc ParentCo YouTube Accounts.

Section 5.7 Google+ . Manitowoc ParentCo (or a subsidiary of Manitowoc ParentCo) is the owner of record for and currently has control over the Google+ account having the name “Manitowoc Cranes” (the “ Manitowoc ParentCo Google+ Account ”). SpinCo Group is the owner of record for and currently has control over the Google+ account having the name “ManitowocFS” (the “ SpinCo Google+ Account ”). The foregoing Google+ account information represents the only

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Google+ accounts and account names owned or used by the parties. Therefore, ownership of the Google+ account assets relevant to the Distribution have already been allocated to the respective parties. The parties agree that, following the Distribution, there is (a) no current practical business need for Manitowoc ParentCo to use or have access to the SpinCo Google+ Account and, similarly, (b) no current practical business need for SpinCo to use or have access to the Manitowoc ParentCo Google+ Account.

ARTICLE 6

COPYRIGHTS

Section 6.1 Copyrights . Because neither Manitowoc ParentCo nor SpinCo own any registered copyrights, there is no assignment or distribution of registered copyright rights necessary as part of the Distribution. The parties also agree that there is no current practical business need for Manitowoc ParentCo to copy or use any of the SpinCo Works and similarly no current practical business need for SpinCo Group to copy or use any of the Manitowoc ParentCo Works.

Section 6.2 Assignment by SpinCo Group . To the extent that SpinCo Group owns or has any right or interest in any Manitowoc ParentCo Work, SpinCo Group hereby assigns to Manitowoc ParentCo any and all rights it possesses in the Manitowoc ParentCo Work(s). SpinCo Group agrees to execute and cause its employees and agents to execute any and all documents reasonably necessary to implement the terms of this Section.

Section 6.3 Assignment by Manitowoc ParentCo . To the extent that Manitowoc ParentCo owns or has any right or interest in any SpinCo Work, Manitowoc ParentCo hereby assigns to SpinCo, any and all rights it possesses in the SpinCo Work(s). Manitowoc ParentCo agrees to execute and cause its employees and agents to execute any and all documents reasonably necessary to implement the terms of this Section.

Section 6.4 Cross Licensing . If after the Effective Date of this IP Agreement, either party reasonably determines it has a business need to copy, use or distribute the Works of the other party, then the parties will cooperate with one another to put in place a commercially reasonable royalty-free, perpetual license agreement permitting such use of the Work within the fields of use of the applicable party.

ARTICLE 7

MISCELLANEOUS

Section 7.1 Governing Law . The internal laws of the State of Wisconsin (without reference to its principles of conflicts of law) govern the construction, interpretation and other matters arising out of or in connection with this IP Agreement and each of the exhibits and schedules hereto (whether arising in contract, tort, equity or otherwise).

Section 7.2 Jurisdiction . If any Dispute (as defined in the Separation Agreement) arises out of or in connection with this IP Agreement, except as expressly contemplated by another provision of this IP Agreement, the parties irrevocably (a) consent and submit to the co-exclusive jurisdiction of federal and state courts located in Wisconsin and in Florida, (b) waive any objection to that choice of forum in Wisconsin or in Florida based on venue or to the effect that the forum is not convenient, and (c) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO TRIAL OR ADJUDICATION BY JURY.

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Section 7.3 Dispute Resolution . Each party stipulates that, if any Dispute (as defined in the Separation Agreement) arises out of or in connection with this IP Agreement, such dispute or disagreement shall be resolved in accordance with Section 7.3 of the Separation Agreement, the terms of which are incorporated by reference herein.

Section 7.4 Notices . Each party giving any notice required or permitted under this IP Agreement will give the notice in writing and use one of the following methods of delivery to the party to be notified, at the address set forth below or another address of which the sending party has been notified in accordance with this Section 7.4 as follows: (i) personal delivery; (ii) facsimile or telecopy transmission with a reasonable method of confirming transmission; (iii) commercial overnight courier with a reasonable method of confirming delivery; or (iv) pre-paid, United States of America certified or registered mail, return receipt requested. Notice to a party is effective for purposes of this IP Agreement only if given as provided in this Section 7.4 and will be deemed given on the date that the intended addressee actually receives the notice.

The Manitowoc Company, Inc.

2400 South 44th Street

Manitowoc, Wisconsin 54220

United States of America

Attention: General Counsel

Facsimile: (920) 652-9777

Manitowoc Foodservice, Inc.

2227 Welbilt Boulevard

New Port Richey, Florida 34655

United States of America

Attention: General Counsel

Facsimile: (727) 569-1271

Section 7.5 Binding Effect and Assignment . This IP Agreement shall bind and benefit the parties and their respective successors and assigns. No party may assign any of its rights or delegate any of its obligations under this IP Agreement without the written consent of the other party which consent may be withheld in such other party’s sole and absolute discretion, and any assignment or attempted assignment in violation of the foregoing will be null and void.

Section 7.6 Severability . If any provision of this IP Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this IP Agreement will remain in full force, if the essential terms and conditions of this IP Agreement for each party remain valid, binding and enforceable.

Section 7.7 Entire Agreement . This IP Agreement, together with the Separation Agreement and each of the exhibits and schedules appended hereto and thereto, constitutes the final agreement between the parties, and is the complete and exclusive statement of the parties’ agreement on the matters contained herein and therein. All prior and contemporaneous negotiations and agreements among the parties with respect to the matters contained herein and therein are superseded

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by this IP Agreement and the Separation Agreement, as applicable. In the event of any conflict between (a) any provision in this Separation Agreement, on the one hand, and (b) any subject matter specific provision in this IP Agreement, on the other hand, the subject matter specific provisions in the IP Agreement will control over the provisions in the Separation Agreement, as applicable.

Section 7.8 Counterparts . The parties may execute this IP Agreement in multiple counterparts, each of which constitutes an original as against the party that signed it, and all of which together constitute one agreement. The signatures of the parties need not appear on the same counterpart. The delivery of signed counterparts by facsimile or email transmission that includes a copy of the sending party’s signature is as effective as signing and delivering the counterpart in person.

Section 7.9 Amendment . The parties may amend this IP Agreement only by a written agreement signed by each party to be bound by the amendment and that identifies itself as an amendment to this IP Agreement.

Section 7.10 Waiver . The parties may waive a provision of this IP Agreement only by a writing signed by the party intended to be bound by the waiver. A party is not prevented from enforcing any right, remedy or condition in the party’s favor because of any failure or delay in exercising any right or remedy or in requiring satisfaction of any condition, except to the extent that the party specifically waives the same in writing. A written waiver given for one matter or occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver for any other matter or occasion. Any enumeration of a party’s rights and remedies in this IP Agreement is not intended to be exclusive, and a party’s rights and remedies are intended to be cumulative to the extent permitted by law and include any rights and remedies authorized in law or in equity.

Section 7.11 Authority . Each party represents to the other party that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this IP Agreement, (b) the execution, delivery and performance of this IP Agreement have been duly authorized by all necessary corporate or other action, (c) this IP Agreement has duly and validly executed and delivered, and (d) this IP Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity principles.

Section 7.12 Construction of Agreement .

(a) Where this IP Agreement states that a party “will” or “shall” perform in some manner or otherwise act or omit to act, it means that the party is legally obligated to do so in accordance with this IP Agreement, as applicable.

(b) The captions, titles and headings included in this IP Agreement are for convenience only, and do not affect this IP Agreement’s construction or interpretation. When a reference is made in this IP Agreement to an Article or a Section, exhibit or schedule, such reference will be to an Article or Section of, or an exhibit or schedule to, this IP Agreement unless otherwise indicated.

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(c) The words “including,” “includes,” or “include” are to be read as listing non-exclusive examples of the matters referred to, whether or not words such as “without limitation” or “but not limited to” are used in each instance.

(d) Any reference in this IP Agreement to the singular includes the plural where appropriate. Any reference in this IP Agreement to the masculine, feminine or neuter gender includes the other genders where appropriate.

(e) This IP Agreement is not to be construed for or against any party based on which party drafted any of the provisions of this IP Agreement. The language used in this IP Agreement is the language chosen by the parties to express their mutual intent, and no provision of this IP Agreement will be interpreted for or against any party because that party or its attorney drafted the provision.

(f) This IP Agreement is for the sole benefit of the parties hereto and, does not, and is not intended to, confer any rights or remedies in favor of any person other than the parties signing this IP Agreement.

Section 7.13 Termination . This IP Agreement may be terminated at any time prior to the Distribution by and in the sole discretion of the Manitowoc ParentCo Board of Directors without the approval of any person or entity, including SpinCo, in which case no party will have any liability of any kind to any other party by reason of this IP Agreement. After the Distribution, this IP Agreement may not be terminated except by an agreement in writing signed by each of the parties to this IP Agreement.

[Signature page follows]

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IN WITNESS WHEREOF, each party has caused this Intellectual Property Matters Agreement to be executed on its behalf by a duly authorized officer effective as of the date first set forth above.

[Signature page to IP Matters Agreement]

Exhibit 10.5

		CREDIT AGREEMENT
		by and among
		WELLS FARGO BANK, NATIONAL ASSOCIATION,
		as Administrative Agent,
		WELLS FARGO BANK, NATIONAL ASSOCIATION,
		JPMORGAN CHASE BANK, N.A.,
		and
		GOLDMAN SACHS BANK USA
		as Joint Lead Arrangers,
		WELLS FARGO BANK, NATIONAL ASSOCIATION,
		JPMORGAN CHASE BANK, N.A.,
		and
		GOLDMAN SACHS BANK USA
		as Joint Book Runners,
		JPMORGAN CHASE BANK, N.A.
		and
		GOLDMAN SACHS BANK USA,
		as Co-syndication Agents,
		THE LENDERS THAT ARE PARTIES HERETO
		as the Lenders,
		THE MANITOWOC COMPANY, INC.,
		MANITOWOC CRANES, LLC
		and
		GROVE U.S. L.L.C.
		as US Borrowers
		and
		MANITOWOC CRANE GROUP GERMANY GMBH
		as German Borrower
		Dated as of March 3, 2016

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