This Agreement is made as of October 1, 2001 and sets forth the understandings between Herbert P. Ladds, Jr.,
14 Chapin Parkway, Buffalo, New York 14209 ("Ladds"), pursuant to which Columbus McKinnon
Corporation, a New York corporation with offices at 140 John James Audubon Parkway, Amherst, New York
14228-1197 ("CM") engages Ladds as a consultant.
1. BACKGROUND STATEMENT. As a result of his many years of experience with CM, Ladds possesses
specialized knowledge about CM, the industry in which it operates, and the domestic and international markets it
serves. Accordingly, this Agreement is made in connection with CM's commitment to increasing shareholder
value and with the belief and expectation that Ladds can assist with that effort.
2. ENGAGEMENT; RELATIONSHIP; NO AGENCY. CM hereby engages Ladds as a consultant, and Ladds
hereby accepts that engagement and agrees to render services to CM as contemplated by this Agreement in
support of and in conjunction with CM's top management team. Ladds will render services hereunder as an
independent contractor and not as an employee of CM. Neither Ladds nor CM is an agent of the other, and
neither has authority to take action on behalf of the other or to bind the other to any obligation to any third party
whether by virtue of this Agreement or otherwise.
3. LADDS' OBLIGATIONS
3.1. Insofar as they are related to Ladds' obligations as defined hereunder, all material aspects of the plans and
activities of the Company and of Ladds concerning this consulting will need to be communicated and coordinated
between CM's CEO or his designee and Ladds on a regular and continuing basis throughout the term hereof such
meetings to occur as agreed between the parties, at least monthly, to review progress made and planned future
3.2. Ladds will advise CM concerning such matters as CM's board of directors or CM's chief executive officer
may, from time to time, request but primarily in connection with helping to strengthen internat