COLUMBUS MCKINNON CORPORATION AMENDED AND RESTATED
1995 INCENTIVE STOCK OPTION PLAN
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WHEREAS, Columbus McKinnon Corporation, a New York corporation with
offices at 140 John James Audubon Parkway, Amherst, New York (the "Company") has
adopted an incentive stock option plan known as the Columbus McKinnon
Corporation 1995 Incentive Stock Option Plan (the "Original Plan") on October
27, 1995 to enable the Company to attract and retain highly qualified
individuals as officers and key employees of the Company by providing such
officers and key employees an equity based form of incentive compensation; and
WHEREAS, the Company desires to amend and restate the Original Plan;
NOW, THEREFORE, the Company hereby adopts the following as the
Amendment and Restatement of the Columbus McKinnon Corporation 1995 Incentive
Stock Option Plan effective as of June 16, 1999:
1. PURPOSE OF PLAN. The Columbus McKinnon Corporation Amended and
Restated 1995 Incentive Stock Option Plan (the "Plan") is intended to provide
officers and other key employees of the Company and officers and other key
employees of any subsidiaries of the Company as that term is defined in Section
3 below (hereinafter individually referred to as a "Subsidiary" and collectively
as "Subsidiaries") with an additional incentive for them to promote the success
of the business, to increase their proprietary interest in the success of the
Company and its Subsidiaries, and to encourage them to remain in the employ of
the Company or its Subsidiaries. The above aims will be effectuated through the
granting of certain stock options, as herein provided, which are intended to
qualify as Incentive Stock Options ("ISOs") under Section 422 of the Internal
Revenue Code of 1986, as the same has been and shall be amended ("Code").
2. ADMINISTRATION. The Plan shall be administered by a Committee (the
"Committee") composed of not less than two (2) Directors of the Company who
shall be appointed by and serve at the pleasure of the Board of Directors of the
Company. Any Director that serves as a member of the Committee shall not receive
or be eligible to receive a grant of an option or any other equity security of
the Company or any Subsidiary under this Plan during the period of his or her
service as a member of the Committee and during the one year period prior to his
or her service as a member of the Committee. If the Committee is composed of two
(2) Directors, both members of the Committee must approve any action to be taken
by the Committee in order for such action to be deemed to be an action of the
Committee pursuant to the provisions of this Plan. If the Committee is composed
of more than two (2) Directors, a majority of the Committee shall constitute a
quorum for the conduct of its business, and (a) the action of a majority of the
Committee members present at any meeting at which a quorum is present, or (b)
action taken without a meeting by the approval in writing of a majority of the
Committee members, shall be deemed to be action by the Committee pursuant to the
provisions of the Plan. The Committee is authorized to adopt such rules and
regulations for the administration of the Plan and the conduct of its business
as it may deem necessary or proper.
Any action taken or interpretation made by the Committee under
any provision of the Plan or any option granted hereunder shall be in accordance
with the provisions of the Code, and the regulations and rulings issued
thereunder as such may be amended, promulgated, issued, renumbered or continued
from time to time hereafter in order that, to the greatest extent possible, the
options granted hereunder shall constitute "incentive stock options" within the
meaning of the Code. All action taken pursuant to this Plan shall be lawful and
with a view to obtaining for the Company and the option holder the maximum
advantages under the law as then obtaining, and in the event that any dispute
shall arise as to any action taken or interpretation made by the Committee under
any provision of the Plan, then all doubts shall be resolved in favor of such
having been done in accordance with the said Code and such revenue laws,
amendments, regulations, rulings and provisions as may then be applicable. Any
action taken or interpretation made by the Committee under any provision of the
Plan shall be final. No member of the Board of Directors or the Committee shall
be liable for any action, determination or interpretation taken or made under
any provision of the Plan or otherwise if done in good faith.
3. PARTICIPATION. The Committee shall determine from among the officers
and key employees of the Company and its Subsidiaries (as such term is defined
in Section 424 of the Code) those individuals to whom options shall be granted
(sometimes hereinafter referred to as "Optionees"), the terms and provisions of
the options granted (which need not be identical), the time or times at which
options shall be granted and the number of shares of the Company's common stock,
$.01 par value per share (hereinafter "Common Stock"), (or such number of shares
of stock in which the Common Stock may at any time hereafter be constituted),
for which options are granted.
In selecting Optionees and in determining the number of shares
for which options are granted, the Committee may weigh and consider the
following factors: the office or position of the Optionee and his degree of
responsibility for the growth and success of the Company and its Subsidiaries,
length of service, remuneration, promotions, age and potential. The foregoing
factors shall not be considered to be exclusive or obligatory upon the
Committee, and the Committee may properly consider any other factors which to it
seems appropriate. The terms and conditions of any option granted by the
Committee under this Plan shall be contained in a written statement which shall
be delivered by the Committee to the Optionee as soon as practicable following
the Committee's establishment of the terms and conditions of such option.
An Optionee who has been granted an option under the Plan may
be granted additional options under the Plan if the Committee shall so
determine.
Notwithstanding the foregoing, if during the twelve (12) month
period following the effective date of this amendment and restatement, any
options are granted to employees of the Company that are also members of the
Board of Directors of the Company and if this amendment and restatement is not
approved by the shareholders of the Company during such twelve (12) month
period, any options granted to any employees that are also members of the
Company's Board of Directors shall continue to be binding upon the Company
according to their terms but shall not be deemed to be "incentive stock options"
as defined in Section 422(b) of the Code. In addition, if at the time an option
is granted to an individual under this Plan, the individual owns stock of the
Company possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or any of its Subsidiaries, (or if
such individual would be deemed to own such percentage of such stock under
Section 424(d) of the Code) such option shall continue to be valid and binding
upon the Company according to its terms but shall not be deemed to be an
"incentive stock option" as defined in Section 422(b) of the Code unless: (a)
the price per share at which common stock of the Company may be acquired in
connection with the exercise of such options is not less than one hundred ten
percent (110%) of the fair market value of such common stock, determined as of
the date of the grant of such options; and (b) the period of time within which
such options must be exercised does not exceed five (5) years from the date on
which such options are granted. Finally, in no event shall any options be
granted under this Plan at any time after the termination date set forth at the
end of this Plan.
4. SHARES SUBJECT TO THE PLAN. The aggregate number of shares of Common
Stock which have been reserved for issuance pursuant to the terms of options
granted pursuant to the terms of this Plan and the aggregate number of shares of
Common Stock which the Company is authorized to issue pursuant to options
granted pursuant to the terms of this Plan is 1,250,000, subject to
anti-dilutive adjustments, if any, made at any time after October 27, 1995,
pursuant to the provisions of Section 5 hereof. With respect to shares which may
be acquired pursuant to options which expire or terminate pursuant to the
provisions of this Plan without having been exercised in full, such shares shall
be considered to be available again for placement under options granted
thereafter under the Plan. Shares issued pursuant to the exercise of incentive
stock options granted under the Plan shall be fully paid and non-assessable.
5. ANTI-DILUTION PROVISIONS. The aggregate number of shares of Common
Stock and the class of such shares as to which options may be granted under the
Plan, the number and class of such shares subject to each outstanding option,
the price per share thereof (but not the total price), and the number of such
shares as to which an option may be exercised at any one time, shall all be
adjusted proportionately in the event of any change, increase or decrease in the
outstanding shares of Common Stock of the Company or any change in
classification of its Common Stock without receipt of consideration by the
Company which results either from a split-up, reverse split or consolidation of
shares, payment of a stock dividend, recapitalization, reclassification or other
like capital adjustment so that upon exercise of the option, the Optionee shall
receive the number and class of shares that he would have received had he been
the holder of the number of shares of Common Stock for which the option is being
exercised immediately preceding such change, increase or decrease in the
outstanding shares of Common Stock. Any such adjustment made by the Committee
shall be final and binding upon all Optionees, the Company, and all other
interested persons. Any adjustment of an incentive stock option under this
paragraph shall be made in such manner as not to constitute a "modification"
within the meaning of Section 424(h)(3) of the Code.
Anything in this Section 5 to the contrary notwithstanding, no
fractional shares or scrip representative of fractional shares shall be issued
upon the exercise of any option. Any fractional share interest resulting from
any change, increase or decrease in the outstanding shares of Common Stock or
resulting from any reorganization, merger, or consolidation for which adjustment
is provided in this Section 5 shall disappear and be absorbed into the next
lowest number of whole shares, and the Company shall not be liable for any
payment for such fractional share interest to the Optionee upon his exercise of
the option.
6. OPTION PRICE. The purchase price for each share of Common Stock
which may be acquired upon the exercise of each option issued under the Plan
shall be determined by the Committee at the time the option is granted, but in
no event shall such purchase price be less than one hundred percent (100%) of
the fair market value of the Common Stock on the date of the grant.
Notwithstanding the foregoing, in the case of an individual that owns stock of
the Company possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or any of its Subsidiaries (or if
such individual would be deemed to own such percentage of such stock under
Section 424 (d) of the Code), (any such individual being hereinafter referred to
as a "Ten Percent Shareholder") in no event shall the purchase price for each
share of Common Stock which may be acquired upon the exercise of each option
issued to such Ten Percent Shareholder be less than one hundred ten percent
(110%) of the fair market value of the Common Stock on the date of the grant. If
the Common Stock is listed upon an established stock exchange or exchanges on
the day the option is granted, such fair market value shall be deemed to be the
closing price of the Common Stock on such stock exchange or exchanges on the day
the option is granted, or if no sale of the Company's Common Stock shall have
been made on any stock exchange on that day, on the next preceding day on which
there was a sale of such stock.
If the Common Stock is listed in the NASDAQ National Market
System, the fair market value of the Common Stock shall be the average of the
high and low closing sale prices in the NASDAQ National Market System on the day
the option is granted, or if no sale of the Common Stock shall have been made on
the NASDAQ National Market System on that day, on the next preceding day on
which there was a sale of such stock.
7. OPTION EXERCISE PERIODS. The time within which any option granted
hereunder may be exercised shall be, by its terms, not earlier than one (1) year
from the date such option is granted and not later than ten (10) years from the
date such option is granted; provided that, in the case of any options granted
to a Ten Percent Shareholder, the time within which any option granted to such
Ten Percent Shareholder may be exercised shall be, by its terms, not earlier
than one (1) year from the date such option is granted and not later than five
(5) years from the date such option is granted. Subject to the provisions of
Section 10 hereof, the Optionee must remain in the continuous employment of the
Company or any of its Subsidiaries from the date of the grant of the option to
and including the date of exercise of option in order to be entitled to exercise
his option. Options granted hereunder shall be exercisable in such installments
and at such dates as the Committee may specify. In addition, with respect to all
options granted under this Plan, unless the Committee shall specify otherwise,
the right of each Optionee to exercise his option shall accrue, on a cumulative
basis, as follows:
(a) one-fourth (1/4) of the total number of shares of Common
Stock which could be purchased (subject to adjustment as provided in Section 5
hereof) (such number being hereinafter referred to as the "Optioned Shares")
shall become available for purchase pursuant to the option at the end of the one
(1) year period beginning on the date of the option grant;
(b) one-fourth (1/4) of the Optioned Shares shall become
available for purchase pursuant to the option at the end of the two (2) year
period beginning on the date of the option grant;
(c) one-fourth (1/4) of the Optioned Shares shall become
available for purchase pursuant to the option at the end of the three (3) year
period beginning on the date of the option grant; and
(d) one-fourth (1/4) of the Optioned Shares shall become
available for purchase pursuant to the option at the end of the four (4) year
period beginning on the date of the option grant.
Continuous employment shall not be deemed to be interrupted by
transfers between the Subsidiaries or between the Company and any Subsidiary,
whether or not elected by termination from any Subsidiary of the Company and
re-employment by any other Subsidiary or the Company. Time of employment with
the Company shall be considered to be one employment for the purposes of this
Plan, provided there is no intervening employment by a third party or no
interval between employments which, in the opinion of the Committee, is deemed
to break continuity of service. The Committee shall, at its discretion,
determine the effect of approved leaves of absence and all other matters having
to do with "continuous employment". Where an Optionee dies while employed by the
Company or any of its Subsidiaries, his options may be exercised following his
death in accordance with the provisions of Section 10 below.
Notwithstanding the foregoing provisions of this Section 7, in
the event that the Company or the stockholders of the Company enter into an
agreement to dispose of all or substantially all of the assets or stock of the
Company by means of a sale, merger, consolidation, reorganization, liquidation,
or otherwise, or in the event a Change of Control (as hereinafter defined) shall
occur, each outstanding option shall become immediately exercisable with respect
to the full number of shares subject to that option and shall remain exercisable
until the expiration of the original term of the option. The Committee may
provide in connection with such transaction for assumption of options previously
granted or the substitution for such options of new options covering the
securities of a successor corporation or an affiliate thereof, with appropriate
adjustments as to the number and kind of securities and prices.
For purposes of this Plan, a "Change in Control" shall be
deemed to have occurred if:
(a) there shall be consummated: (i) any consolidation or
merger of the Company in which the Company is not the continuing or surviving
corporation or pursuant to which shares of the Company's common stock would be
converted into cash, securities or other property, other than a merger of the
Company in which the holders of the Company's common stock immediately prior to
the merger have the same proportionate ownership of common stock of the
surviving corporation immediately after the merger; or (ii) any sale, lease,
exchange or other transfer (in one transaction or a series of related
transactions) of all, or substantially all, of the assets of the Company; or
(b) the stockholders of the Company approve any plan or
proposal for the liquidation or dissolution of the Company; or
(c) any person (as such term is used in Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
but excluding the Company and each of the Company's officers and directors,
whether individually or collectively), shall become the beneficial owner (within
the meaning of 13d-3 under the Exchange Act) of 20% or more of the Company's
outstanding common stock; or
(d) during any period of two (2) consecutive years,
individuals who at the beginning of such period constitute the entire Board of
Directors of the Company shall cease for any reason to constitute a majority
thereof unless the election, or the nomination for election by the Company's
shareholders, of each new director was approved by a vote of a least two-thirds
of the directors then still in office who were directors at the beginning of the
period.
Any change or adjustment made pursuant to the terms of this
paragraph shall be made in such a manner so as not to constitute a
"modification" as defined in Section 424 of the Code, and so as not to cause any
incentive stock option issued under this Plan to fail to continue to qualify as
an incentive stock option as defined in Section 422(b) of the Code.
Notwithstanding the foregoing, in the event that any agreement providing for the
sale or other disposition of all or substantially all the stock or assets of the
Company shall be terminated without consummating the disposition of said stock
or assets, any unexercised unaccrued installments that had become exercisable
solely by reason of the provisions of this paragraph shall again become
unaccrued and unexercisable as of said termination of such agreement; subject,
however, to such installments accruing pursuant to the normal accrual schedule
provided in the terms under which such option was granted. Any exercise of an
installment prior to said termination of said agreement shall remain effective
despite the fact that such installment became exercisable solely by reason of
the Company or its stockholders entering into said agreement to dispose of the
stock or assets of the Company.
8. EXERCISE OF OPTION. Options shall be exercised as follows:
(a) Notice and Payment. Each option, or any installment
thereof, shall be exercised, whether in whole or in part, by giving written
notice to the Company at its principal office, specifying the options being
exercised (by reference to the date of the grant of the option), the number of
shares to be purchased and the purchase price being paid, and shall be
accompanied by the payment of all or such part of the purchase price as shall be
required to be paid in connection with the exercise of such option (as specified
in the written notice of exercise of such option) (i) in cash, certified or bank
check payable to the order of the Company, (ii) by tendering (either actually or
by attestation) shares (or a sufficient portion thereof) valued as determined by
the Committee at the time of exercise, (iii) by authorizing a third party to
sell shares (or a sufficient portion thereof) acquired upon exercise of an
option and to remit to the Company a sufficient portion of the sale proceeds to
pay for all the shares acquired through such exercise and any resulting tax
withholding obligations or (iv) by any other method prescribed by the Committee.
Each such notice shall contain representations on behalf of the Optionee that he
acknowledges that the Company is selling the shares being acquired by him under
a claim of exemption from registration under the Securities Act of 1933 as
amended (the "Act"), as a transaction not involving any public offering; that he
represents and warrants that he is acquiring such shares with a view to
"investment" and not with a view to distribution or resale; and that he agrees
not to transfer, encumber or dispose of the shares unless: (i) a registration
statement with respect to the shares shall be effective under the Act, together
with proof satisfactory to the Company that there has been compliance with
applicable state law; or (ii) the Company shall have received an opinion of
counsel in form and content satisfactory to the Company to the effect that the
transfer qualifies under Rule 144 or some other disclosure exemption from
registration and that no violation of the Act or applicable state laws will be
involved in such transfer, and/or such other documentation in connection
therewith as the Company's counsel may in its sole discretion require.
(b) Issuance of Certificates. Certificates representing the
shares purchased by the Optionee shall be issued as soon as practicable after
the Optionee has complied with the provisions of Section 8(a) hereof.
(c) Rights as a Stockholder. The Optionee shall have no rights
as a stockholder with respect to the shares of Common Stock purchased until the
date of the issuance to him of a certificate representing such shares.
9. ASSIGNMENT OF OPTION. (a) Subject to the provisions of Sections 9(b)
and 10(c) hereof, options granted under this Plan may not be assigned
voluntarily or involuntarily or by operation of law and any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of, or to subject to execution,
attachment or similar process, any incentive stock option, or any right
thereunder, contrary to the provisions hereof shall be void and ineffective,
shall give no right to the purported transferee, and shall, at the sole
discretion of the Committee, result in forfeiture of the option with respect to
the shares involved in such attempt.
(b) Notwithstanding anything to the contrary contained in the
terms of the Plan as in effect at any time prior to the date hereof and
notwithstanding anything to the contrary contained in the terms of any
statement, letter or other document or agreement setting forth the terms and
conditions of any options previously issued pursuant to the terms of this Plan,
any and all Non-Qualified Options (as defined in Section 13 hereof) previously
issued to any officer of the Company (as defined in Rule 16A-a(f) issued under
the Securities and Exchange Act of 1934 (hereinafter an "Executive Officer"))
pursuant to the terms of the Plan and, subject to the approval of the Committee,
any Non-Qualified Options which may be granted or issued to any Executive
Officer of the Company at any time in the future pursuant to the terms of the
Plan shall be transferable by the Executive Officer to whom such Non-Qualified
Options have been or are granted to: (i) the spouse, children or grandchildren
of the Executive Officer (hereinafter "Immediate Family Members"); (ii) a trust
or trusts for the exclusive benefit of such Immediate Family Members; (iii) a
partnership or limited liability company in which such Immediate Family Members
are the only partners or members; or (iv) a private foundation established by
the Executive Officer; provided that: (x) there may be no consideration for any
such transfer; (y) in the case of Non-Qualified Options which may be granted in
the future, the statement, letter or other document or agreement setting forth
the terms and conditions of any such Non-Qualified Options must expressly
provide for and limit the transferability of such Non-Qualified Options to
transfers which are permitted by the foregoing provisions of this Section 9(b);
and (z) any subsequent transfer of transferred Non-Qualified Options shall,
except for transfers occurring as a result of the death of the transferee as
contemplated by Section 10(e), be prohibited. Following the transfer of any
Non-Qualified Options as permitted by the foregoing provisions of this Section
9(b), any such transferred Non-Qualified Options shall continue to be subject to
the same terms and conditions applicable to such Non-Qualified Options
immediately prior to the transfer; provided that, for purposes of this Plan, the
term "Optionee" shall be deemed to refer to the transferee. Notwithstanding the
foregoing, the events of termination of employment of Section 10 hereof shall
continue to be applied with respect to the original Optionee for the purpose of
determining whether or not the Non-Qualified Options shall be exercisable by the
transferee and, upon termination of the original Optionee's employment, the
Non-Qualified Options shall be exercisable by the transferee only to the extent
and for the periods that the original Optionee (or his estate) would have been
entitled to exercise such Options as specified in Section 10 below.
10. EFFECT OF TERMINATION OF EMPLOYMENT, DEATH OR DISABILITY. (a) In
the event that an Optionee's employment with the Company or the Subsidiary by
whom the Optionee was employed is terminated either by reason of: (i) a
discharge for cause; (ii) voluntary separation on the part of the Optionee
(other than any termination of employment by the Optionee which qualifies as a
termination for "Good Reason" pursuant to the terms of a letter agreement
between the Optionee and the Company (a "Good Reason Termination")) and without
consent of the Company or the Subsidiary by whom the Optionee was employed, any
rights of the Optionee to purchase shares of Common Stock pursuant to the terms
of any option or options granted to him under this Plan shall terminate
immediately upon such termination of employment to the extent such options have
not theretofore been exercised by him.
(b) In the event of the termination of employment of an
Optionee (otherwise than by reason of death or retirement of the Optionee at his
Retirement Date) by the Company or by any of the Subsidiaries employing the
Optionee at such time or pursuant to a Good Reason Termination, any option or
options granted to him under the Plan to the extent not theretofore exercised
shall be deemed cancelled and terminated forthwith, except that, subject to the
provisions of subparagraph (a) of this Section, such Optionee may exercise any
options theretofore granted to him, which have not then expired and which, as of
the date the Optionee's employment with the Company is terminated, were
otherwise exercisable within the provisions of Section 7 hereof, within three
(3) months after such termination. If the employment of an Optionee shall be
terminated by reason of the Optionee's retirement at his Retirement Date by the
Company or by any of the Subsidiaries employing the Optionee at such time, the
Optionee shall have the right to exercise such option or options held by him to
the extent that such options have not expired, at any time within three (3)
months after such retirement. The provisions of Section 7 to the contrary
notwithstanding, upon retirement, all options held by an Optionee shall be
immediately exercisable in full. The transfer of an Optionee from the employ of
the Company to a Subsidiary of the Company or vice versa, or from one Subsidiary
of the Company to another, shall not be deemed to constitute a termination of
employment for purposes of this Plan.
(c) In the event that an Optionee shall die while employed by
the Company or by any of the Subsidiaries or shall die within three (3) months
after retirement on his Retirement Date (from the Company or any Subsidiary),
any option or options granted to him under this Plan and not theretofore
exercised by him or expired shall be exercisable by the estate of the Optionee
or by any person who acquired such option by bequest or inheritance from the
Optionee in full, notwithstanding the provisions of Section 7 hereof, at any
time within one (1) year after the death of the Optionee. References herein
above to the Optionee shall be deemed to include any person entitled to exercise
the option after the death of the Optionee under the terms of this Section.
(d) In the event of the termination of employment of an
Optionee by reason of the Optionees' disability, the Optionee shall have the
right, notwithstanding the provisions of Section 7 hereof, to exercise all
options held by him, in full, to the extent that such options have not
previously expired or been exercised, at any time within one (1) year after such
termination. The term "disability" shall, for the purposes of this Plan, be
defined in the same manner as such term is defined in Section 22(e)(3) of the
Internal Revenue Code of 1986.
(e) For the purposes of this Plan, "Retirement Date" shall
mean, with respect an Optionee, the date the Optionee actually retires from his
employment with the Company or, if applicable, the Subsidiary by whom he is
employed; provided that such date occurs on or after the date the Optionee is
otherwise entitled to retire under the terms of the defined benefit pension plan
which the Optionee is a participant in (and which plan is maintained by the
Company or, if applicable, the Subsidiary by whom the Optionee is employed).
11. AMENDMENT AND TERMINATION OF THE PLAN. The Board of Directors of
the Company may at any time suspend, amend or terminate the Plan; provided,
however, that except as permitted in Section 13 hereof, no amendment or
modification of the Plan which would:
(a) increase the maximum aggregate number of shares as to
which options may be granted hereunder (except as contemplated in Section 5); or
(b) reduce the option price or change the method of
determining the option price; or
(c) increase the time for exercise of options to be granted or
those which are outstanding beyond a term of ten (10) years; or
(d) change the designation of the employees or class of
employees eligible to receive options under this Plan,
may be adopted unless with the approval of the holders of a
majority of the outstanding shares of Common Stock represented at a
stockholders' meeting of the Company, or with the written consent of the holders
of a majority of the outstanding shares of Common Stock. No amendment,
suspension or termination of the Plan may, without the consent of the holder of
the option, terminate his option or adversely affect his rights in any material
respect.
12. INCENTIVE STOCK OPTIONS; POWER TO ESTABLISH OTHER PROVISIONS. It is
intended that the Plan shall conform to and (except as otherwise expressly set
forth herein) each option shall qualify and be subject to exercise only to the
extent that it does qualify as an "incentive stock option" as defined in Section
422 of the Code and as such section may be amended from time to time or be
accorded similar tax treatment to that accorded to an incentive stock option by
virtue of any new revenue laws of the United States. The Board of Directors may
make any amendment to the Plan which shall be required so to conform the Plan.
Subject to the provisions of the Code, the Committee shall have the power to
include such other terms and provisions in options granted under this Plan as
the Committee shall deem advisable. The grant of any options pursuant to the
terms of this Plan which do not qualify as "incentive stock options" as defined
in Section 422 of the Code is hereby approved provided that the maximum number
of shares of Common Stock of the Company which can be issued pursuant to the
terms of this Plan (as provided for in Section 4 hereof but subject to
anti-dilutive adjustments made pursuant to Section 5 hereof) is not exceeded by
the grant of any such options and, to the extent that any options previously
granted pursuant to the terms of this Plan were not "incentive stock options"
within the meaning of Section 422 of the Code, the grant of such options is
hereby ratified, approved and confirmed.
13. MAXIMUM ANNUAL VALUE OF OPTIONS EXERCISABLE. Notwithstanding any
provisions of this Plan to the contrary if: (a) the sum of: (i) the fair market
value (determined as of the date of the grant) of all options granted to an
Optionee under the terms of this Plan which become exercisable for the first
time in any one calendar year; and (ii) the fair market value (determined as of
the date of the grant) of all options previously granted to such Optionee under
the terms of this Plan or any other incentive stock option plan of the Company
or its subsidiaries which also become exercisable for the first time in such
calendar year; exceeds (b) $100,000; then, (c) those options shall continue to
be binding upon the Company in accordance with their terms but, to the extent
that the aggregate fair market of all such options which become exercisable for
the first time in any one calendar year (determined as of the date of the grant)
exceeds $100,000, such options (referred to, for purposes of this Plan, as
"Non-Qualified Options") shall not be deemed to be incentive stock options as
defined in Section 422(b) of the Code. For purposes of the foregoing, the
determination of which options shall be recharacterized as not being incentive
stock options issued under the terms of this Plan shall be made in inverse order
of their grant dates and, accordingly, the last options received by the Optionee
shall be the first options to be recharacterized as not being incentive stock
options granted pursuant to the terms of the Plan.
14. GENERAL PROVISIONS (a) No incentive stock option shall be construed
as limiting any right which the Company or any parent or subsidiary of the
Company may have to terminate at any time, with or without cause, the employment
of an Optionee.
(b) The Section headings used in this Plan are intended solely
for convenience of reference and shall not in any manner amplify, limit, modify
or otherwise be used in the construction or interpretation of any of the
provisions hereof.
(c) The masculine, feminine or neuter gender and the singular
or plural number shall be deemed to include the other whenever the content so
indicates or requires.
(d) No options shall be granted under the Plan after ten (10)
years from the date the Plan is adopted by the Board of Directors of the Company
or approved by the stockholders of the Company, whichever is earlier.
15. EFFECTIVE DATE AND DURATION OF THE PLAN. The Plan became effective
on October 27, 1995, the date the adoption of the Plan was approved by the Board
of Directors of the Company. On January 8, 1996, as required by Section 422 of
the Code, the Plan was approved by the Stockholders of the Company. The Plan
will terminate on October 27, 2005; provided however, that the termination of
the Plan shall not be deemed to modify, amend or otherwise affect the terms of
any options outstanding on the date the Plan terminates.
IN WITNESS WHEREOF, the undersigned has executed this Plan by and on
behalf of the Company as of the 16th day of June, 1999.
COLUMBUS MCKINNON CORPORATION
By: /s/ Robert L. Montgomery, Jr.
-----------------------------
DATE ADOPTED BY BOARD OF DIRECTORS: October 27, 1995
DATE APPROVED BY STOCKHOLDERS: January 8, 1996
TERMINATION DATE: October 27, 2005