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ACTUANT CORPORATION
EXECUTIVE STOCK PURCHASE PLAN
1. Purpose. The Actuant Corporation Executive Stock Purchase Plan ("Plan") is
adopted to facilitate the purchase, by executive officers of Actuant
Corporation and its subsidiaries (collectively, the "Company"), of Actuant
Corporation common stock ("Common Stock"). The purchases facilitated by the
Plan are intended to achieve the following specific purposes:
a) more closely align executives' financial rewards with the
financial rewards realized by Company shareholders;
b) increase executives' motivation to manage the Company as owners;
and
c) increase the ownership of Common Stock among executives of the
Company.
2. Administration. The Plan shall be administered by the Compensation
Committee of the Company's Board of Directors, or such other committee the
Board may from time to time determine (the "Committee"). The Committee is
empowered to adopt such rules, regulations and procedures and take such
other action as it shall deem necessary or proper for the administration of
the Plan. The Committee shall also have authority to interpret the Plan,
and the decision of the Committee on any questions concerning the
interpretation of the Plan shall be final and conclusive.
3. Eligibility. The Compensation Committee of the Company's Board of
Directors shall select the employees who are eligible to participate in the
Plan ("Eligible Employee"). The Committee shall also designate the maximum
amount of that can be borrowed by an Eligible Employee to acquire Common
Stock and the period during which the Common Stock may be acquired. An
individual shall cease to be an Eligible Employee upon termination of
employment with the Company and its subsidiaries and shall have no further
right to acquire Common Stock under the Plan.
4. Participation. To become a Plan participant ("Participant"), an Eligible
Employee must satisfy the following requirements:
a) complete, sign, and submit all necessary agreements and other
documents relating to the loan described in Section 5 below,
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b) satisfy all other conditions of participation required by the
Committee or specified in the Plan. The agreements and other
documents specified in subsections 4(a) and (b) must be in such
forms and must be submitted at such times and to such Company
offices as specified by the Committee or its designee(s). No
Eligible Employee is required to participate in the Plan.
5. Loan for Purchased Shares. Each Participant must obtain a loan through
First Union National Bank or such other financial institution designated by
the Company (the "Bank") to fund the purchase of the Purchased Shares. Each
Participant must sign a letter of direction which directs all loan proceeds
to be used in payment of the Purchased Shares. Each Participant is
responsible for satisfying all of the lending requirements specified by the
Bank to qualify for the loan. Each Participant is fully obligated to repay
to the Bank all principal, interest, and any prepayment fees on the loan
when due and payable; provided that while a Participant is employed by the
Company, the Company shall be responsible for interest expense in excess of
4% per year. Any payments of interest by the Company shall be taxable
income to the Participant. If a Participant sells Purchased Shares, the
Participant must apply the proceeds from the sale to reduce any loan that
was incurred to acquire the Purchased Shares.
6. Registration of Shares. The Purchased Shares shall be held in an account
established by the Participant with First Union Securities, Inc.
7. Shareholder Rights. Each Participant will have all of the rights of a
shareholder with respect to the Purchased Shares, including the right to
vote the shares and the right to receive all dividends paid on the shares.
8. Risk Sharing. The Participant shall be responsible for 50% of any loss
incurred by a Participant on Purchased Shares sold after July 31, 2004 so
long as the Participant remains employed by the Company until July 31,
2004. If the Participant terminates employment before July 31, 2004 or
sells Purchased Shares prior to July 31, 2004, the Participant shall be
responsible for 100% of any loss. A Participant shall always be entitled to
receive 100% of the gain on any sale of Purchased Shares. The gain or loss
on any sale of Purchased Shares shall be based upon the difference between
the proceeds from the sale of the Purchased Shares and the average basis of
the Purchased Shares then held by the Participant. The Company's agreement
to make any payment in respect of losses under this Section 8 will apply
only if the proceeds from the sale are applied to repayment of the loan.
9. Death or Disability. If a Participant's employment with the Company
terminates, at any time while his or her loan under Section 5 is
outstanding, because of the Participant's death or disability, the
Participant (or the Participant's representative in the case of death)
remains free to sell all or any portion of the Purchased Shares. Upon the
death of a
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Participant, his or her loan may become immediately due and payable, at the
discretion of the Bank. With respect to the Purchased Shares sold after the
Participant's employment termination due to death or disability, and while
his or her loan under Section 5 is outstanding, the Participant (or the
Participant's estate in the case of death) is responsible for 50% of any
loss on the sale of the Purchased Shares but is entitled to receive 100% of
the gain on the sale of the Purchased Shares. This Section 9 has no effect
on a deceased or disabled Participant's sale of Purchased Shares before the
Participant's employment termination due to death or disability or after
the Participant's loan under Section 5 has been repaid.
10. Risk Sharing Implementation. If a Participant sells any portion of the
Purchased Shares at a loss (as determined by the provisions of Section 8)
while his or her loan under Section 5 is outstanding, and if the
Participant is responsible for less than 100% of that loss under the
provisions of the Plan, the Company will assume the portion of the loss for
which the Participant is not responsible. The Company will assume its
portion of the loss by delivering cash equal to such portion ("Risk Sharing
Payment") directly to the Bank for repayment of the Participant's loan
under Section 5. The Company anticipates that the Risk Sharing Payment will
constitute compensation to the Participant, subject to applicable tax
withholding and reporting. The Company also intends to take a tax deduction
for the Risk Sharing Payment as compensation in the year in which it is
paid. If the Company determines that it is not entitled to a current tax
deduction for the Risk Sharing Payment with respect to any Participant, the
Committee has the discretion to implement a deferred compensation agreement
to the extent necessary or desirable to secure the Company's related tax
deduction.
11. Loan Guarantee. The Company will guarantee repayment to the Bank of 100%
of all principal, interest, prepayment fees and other obligations of each
Participant under such Participant's loan described in Section 5. The
Company loan guarantee is a condition to the loan arrangement the Company
has made with the Bank. The terms and conditions of the guarantee are as
agreed by the Company and the Bank. Each Participant is fully obligated to
repay to the Bank all principal, interest, and other amounts on the loan
when due and payable. The Company may take all action relating to the
Participant and his or her assets, which the Company deems reasonable and
necessary, to obtain full reimbursement for amounts the Company pays to the
Bank under its guarantee related to the Participant's loan, in excess of
the Risk Sharing Payment it is obligated to make under Section 10.
12. Banking Laws. The United States laws governing banks do not allow the
Company or the Bank to require that possession of the Purchased Shares be
maintained by the Company or the Bank. Also, those laws currently do not
allow the Company or the Bank to restrict the timing or the method of sale
of the Purchased Shares. Because the Company will guarantee repayment to
the Bank of 100% of all principal, interest, prepayment fees and other
obligations of each Participant under such Participant's loan
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described in Section 5, the Company has a legitimate interest in
maintaining possession of the Purchased Shares and restricting their sale
until all Participant obligations under the loan are satisfied. If the
applicable laws change to allow the Company to require its possession of
the Purchased Shares or to restrict the sale of the Purchased Shares, each
Participant with an outstanding loan under Section 5 agrees to surrender
possession of such of the Purchased Shares as he or she shall then own to
the Company and to allow the Company to restrict the timing and the method
of sale of the Purchased Shares. Such surrender must occur within 14
calendar days after the Participant receives written notice to do so by the
Company. Surrender of possession of the Purchased Shares, as described in
this Section 12, will not change the Participant's obligations in the Plan
or the loan documents.
13. Amendment. The Committee may amend the Plan at any time.
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NAME OF SUBSIDIARY: STATE/COUNTRY OF
INCORPORATION:
DCW Holding, Inc. Oklahoma
Del City Wire Co., Inc. Oklahoma
American Terminal Co. (Inactive) Oklahoma
Gardner Bender, Inc. Wisconsin
Ancor Products, Inc. California
New England Controls, Inc. Connecticut
Calterm Taiwan, Inc. Nevada
Grupo Industrial Baja Tec S.A. de C.V. Mexico
AIC (Hong Kong) Ltd.
Applied Power Investments II, Inc. Nevada
Columbus Manufacturing, LLC Wisconsin
Versa Technologies, Inc. Delaware
Milwaukee Cylinder Company, Inc. (Inactive) Wisconsin
Versa Medical Technologies, Inc. (Inactive) Wisconsin
Mox-Med Inc. Wisconsin
APW Investments, Inc. Nevada
Nielsen Hardware Corporation Connecticut
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Applied Power International Ltd. Nevada
Applied Power Asia Pte. Ltd. Singapore
Enerpac Asia Pte. Ltd. Singapore
Enerpac Hydraulic Technology (India) Pvt. Ltd. India
Bangor Products Corp. (Inactive)
Baraboo Equipment Corporation (Inactive) Wisconsin
Enerpac Corp. (Inactive) Wisconsin
Applied Power Japan Ltd. Japan
Applied Power International S.A. Switzerland
Enerpac B.V. Netherlands
Applied Power International S.A. Spain
Pertesco Ltd. (Inactive) UK
DYNEX (Inactive) UK
Applied Power Italiana S.p.A. Italy
Applied Power Export Corp. Virgin Islands
Power Packer Espana S.A. Spain
Applied Power (Mexico) S. de R.L. de C.V. Mexico
Applied Power Europe S.A. France
Enerpac S.A. France
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Power Packer France S.A. France
Applied Power International S.A. France
Actuant European S.a.r.L. Luxembourg
Applied Power Europa B.V. Netherlands
Ergun Kriko San, A.A. Turkey
Power Packer Europa B.V. Netherlands
Apitech Europa B.V. Netherlands
Power Packer do Brazil Limitada Brazil
Enerpac Limited UK
Applied Power Australia Limited Australia
Actuant International Corporation Cayman Islands
Applied Power Korea Ltd. South Korea
Applied Power Hytec Sdn. Bhd. Malaysia
Shanghai Blackhawk Machinery Co. Ltd. China
Applied Power China Ltd. Free Trade Zone
Applied Power Canada Ltd. Canada (Ontario)
Enerpac Canada Ltd. Canada (New Brunswick)
Enerpac Canada L.P. Canadian Limited Partnership
AP International Corp. Barbados
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Applied Power do Brasil Equipamentos Ltda. Brazil
Applied Power Holding GmbH Germany
Applied Power Distribution GmbH Germany
Applied Power GmbH Germany
Barry Controls GmbH (Inactive) Germany
Applied Power Moscow
