MANITOWOC CO INC

Our executive compensation philosophy and practices reflect a commitment of paying for performance — both short-term and long-term. Our executive compensation programs are designed to attract, retain, motivate, and reward talented and experienced executives to successfully manage the business, execute our strategy, and drive shareholder value. Within this philosophy, the key objectives are to:

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Establish a strong link between pay and performance.

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Align the financial interest of executives with shareholders, particularly over the longer term.

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Reinforce business strategies and drive sustained shareholder value.

The objectives of the Company’s compensation program are set by the Committee. While the compensation discussion included in this Proxy Statement focuses on the administration of pay for the Company’s NEOs, the philosophies and programs apply broadly across the Company’s employee population. The pay for performance programs and other offerings—including base salary, Short-Term Incentive Plan (“STIP”), and Long-Term Incentive Plan (“LTIP”)—are designed to be equitable and fair, and to incentivize performance.