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Exhibit 10.34

NOTE:    Execution of this Adoption Agreement creates a legal liability of the Employer with significant tax consequences to the Employer and Participants. Principal Life Insurance Company disclaims all liability for the legal and tax consequences which result from the elections made by the Employer in this Adoption Agreement.

    Principal Life Insurance Company, Raleigh, NC 27612
A member of the Principal Financial Group®


THE EXECUTIVE NONQUALIFIED "EXCESS" PLAN

ADOPTION AGREEMENT

        THIS AGREEMENT is the adoption by Douglas Dynamics, L.L.C. (the "Company") of the Executive Nonqualified Excess Plan ("Plan").


W I T N E S S E T H:

        WHEREAS, the Company desires to adopt the Plan as an unfunded, nonqualified deferred compensation plan; and

        WHEREAS, the provisions of the Plan are intended to comply with the requirements of Section 409A of the Code and the regulations thereunder and shall apply to amounts subject to section 409A; and

        WHEREAS, the Company has been advised by Principal Life Insurance Company to obtain legal and tax advice from its professional advisors before adopting the Plan,

        NOW, THEREFORE, the Company hereby adopts the Plan in accordance with the terms and conditions set forth in this Adoption Agreement:


ARTICLE I

        Terms used in this Adoption Agreement shall have the same meaning as in the Plan, unless some other meaning is expressly herein set forth. The Employer hereby represents and warrants that the Plan has been adopted by the Employer upon proper authorization and the Employer hereby elects to adopt the Plan for the benefit of its Participants as referred to in the Plan. By the execution of this Adoption Agreement, the Employer hereby agrees to be bound by the terms of the Plan.


ARTICLE II

        The Employer hereby makes the following designations or elections for the purpose of the Plan:

        2.6    Committee:    The duties of the Committee set forth in the Plan shall be satisfied by:

XX

  (a)   Company

    

 

(b)

 

The administrative committee appointed by the Board to serve at the pleasure of the Board.

    

 

(c)

 

Board.

    

 

(d)

 

Other (specify) :                                    .


        2.8    Compensation:    The "Compensation" of a Participant shall mean all of a Participant's:

XX

  (a)   Base salary.

XX

 

(b)

 

Service Bonus.

XX

 

(c)

 

Performance-Based Compensation earned in a period of 12 months or more.

    

 

(d)

 

Commissions.

    

 

(e)

 

Compensation received as an Independent Contractor reportable on Form 1099.

    

 

(f)

 

Other:                                    .

        2.9    Crediting Date:    The Deferred Compensation Account of a Participant shall be credited as follows:

        Participant Deferral Credits at the time designated below:

    

  (a)   The last business day of each Plan Year.

    

 

(b)

 

The last business day of each calendar quarter during the Plan Year.

    

 

(c)

 

The last business day of each month during the Plan Year.

    

 

(d)

 

The last business day of each payroll period during the Plan Year.

    

 

(e)

 

Each pay day as reported by the Employer.

XX

 

(f)

 

On any business day as specified by the Employer.

    

 

(g)

 

Other:                                    .

        Employer Credits at the time designated below:

XX

  (a)   On any business day as specified by the Employer.

    

 

(b)

 

Other:                                    .

        2.13    Effective Date:    

XX

  (a)   This is a newly-established Plan, and the Effective Date of the Plan is January 1, 2012.

    

 

(b)

 

This is an amendment of a plan named                        dated          and governing all contributions to the plan through                    . The Effective Date of this amended Plan is                    .

2


        2.20    Normal Retirement Age:    The Normal Retirement Age of a Participant shall be:

    

  (a)   Age    .

    

 

(b)

 

The later of age    or the            anniversary of the participation commencement date. The participation commencement date is the first day of the first Plan Year in which the Participant commenced participation in the Plan.

XX

 

(c)

 

Other:    Not applicable.

        2.23    Participating Employer(s):    As of the Effective Date, the following Participating Employer(s) are parties to the Plan:

Name of Employer
  Address   Telephone No.   EIN
Douglas Dynamics, L.L.C.    7777 N. 73rd Street
P.O. Box 245038
Milwaukee, WI 53224
  414-362-3942   42-1623692

        2.26    Plan:    The name of the Plan is Douglas Dynamics Nonqualified Deferred Compensation Plan.

        2.28    Plan Year:    The Plan Year shall end each year on the last day of the month of December.

        2.30    Seniority Date:    The date on which a Participant has:

    

  (a)   Attained age    .

    

 

(b)

 

Completed    Years of Service from First Date of Service.

    

 

(c)

 

Attained age    and completed        Years of Service from First Date of Service.

    

 

(d)

 

Attained an age as elected by the Participant.

XX

 

(e)

 

Not applicable—distribution elections for Separation from Service are not based on Seniority Date

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        4.1    Participant Deferral Credits:    Subject to the limitations in Section 4.1 of the Plan, a Participant may elect to have his Compensation (as selected in Section 2.8 of this Adoption Agreement) deferred within the annual limits below by the following percentage or amount as designated in writing to the Committee:

XX   (a)   Base salary:

 

 

 

 

        minimum deferral:                %

 

 

 

 

        maximum deferral:    $            or           80%

XX

 

(b)

 

Service Bonus:

 

 

 

 

        minimum deferral:                    %

 

 

 

 

        maximum deferral:    $            or         100%

XX

 

(c)

 

Performance-Based Compensation:

 

 

 

 

        minimum deferral:                    %

 

 

 

 

        maximum deferral:    $            or         100%

      

 

(d)

 

Commissions:

 

 

 

 

        minimum deferral:                    %

 

 

 

 

        maximum deferral :    $            or                    %

      

 

(e)

 

Form 1099 Compensation:

 

 

 

 

        minimum deferral:                    %

 

 

 

 

        maximum deferral :    $            or                    %

      

 

(f)

 

Other:

 

 

 

 

        minimum deferral:                    %

 

 

 

 

        maximum deferral:    $            or                    %

      

 

(g)

 

Participant deferrals not allowed.

4


        4.2    Employer Credits:    Employer Credits will be made in the following manner:

XX   (a)   Employer Discretionary Credits:    The Employer may make discretionary credits to the Deferred Compensation Account of each Active Participant in an amount determined as follows:

 

 

 

 

XX    (i)    An amount determined each Plan Year by the Employer.

      

 

 

 

          (ii)   Other:                                                                           .

      

 

(b)

 

Other Employer Credits:    The Employer may make other credits to the Deferred Compensation Account of each Active Participant in an amount determined as follows:

      

 

 

 

          (i)    An amount determined each Plan Year by the Employer.

      

 

 

 

          (ii)   Other:                                                                       .

      

 

(c)

 

Employer Credits not allowed.

        5.2    Disability of a Participant:    

         (a)   A Participant's becoming Disabled shall be a Qualifying Distribution Event and the Deferred Compensation Account shall be paid by the Employer as provided in Section 7.1.

XX

 

(b)

 

A Participant becoming Disabled shall not be a Qualifying Distribution Event.

        5.3    Death of a Participant:    If the Participant dies while in Service, the Employer shall pay a benefit to the Beneficiary in an amount equal to the vested balance in the Deferred Compensation Account of the Participant determined as of the date payments to the Beneficiary commence, plus:

         (a)   An amount to be determined by the Committee.

      

 

(b)

 

Other:                                                                       .

XX

 

(c)

 

No additional benefits.

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        5.4    In-Service or Education Distributions:    In-Service and Education Accounts are permitted under the Plan:

XX   (a)   In-Service Accounts are allowed with respect to:
        XX    Participant Deferral Credits only.
                  Employer Credits only.
                  Participant Deferral and Employer Credits.

 

 

 

 

In-service distributions may be made in the following manner:
        XX    Single lump sum payment.
        XX    Annual installments over a term certain not to exceed 5 years.

 

 

 

 

Education Accounts are allowed with respect to:
        XX    Participant Deferral Credits only.
                  Employer Credits only.
                  Participant Deferral and Employer Credits.

 

 

 

 

Education Accounts distributions may be made in the following manner:
        XX    Single lump sum payment.
        XX    Annual installments over a term certain not to exceed 5 years.

 

 

 

 

If applicable, amounts not vested at the time payments due under this Section cease will be:
                  Forfeited
                  Distributed at Separation from Service if vested at that time

      

 

(b)

 

No In-Service or Education Distributions permitted.

        5.5    Change in Control Event:    

         (a)   Participants may elect upon initial enrollment to have accounts distributed upon a Change in Control Event.

XX

 

(b)

 

A Change in Control shall not be a Qualifying Distribution Event.

        5.6    Unforeseeable Emergency Event:    

XX   (a)   Participants may apply to have accounts distributed upon an Unforeseeable Emergency event.

      

 

(b)

 

An Unforeseeable Emergency shall not be a Qualifying Distribution Event

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        6.    Vesting:    An Active Participant shall be fully vested in the Employer Credits made to the Deferred Compensation Account upon the first to occur of the following events:

       (a)   Normal Retirement Age.    

    

 

(b)

 

Death.

    

 

(c)

 

Disability.

    

 

(d)

 

Change in Control Event

XX

 

(e)

 

Other:    For each Employer Credit, completion of continuous Service until December 15 following the Crediting Date.

    

 

(f)

 

Satisfaction of the vesting requirement as specified below:

 

 

    

 

Employer Discretionary Credits:

 

 

 

 

    

 

(i)

 

Immediate 100% vesting.

 

 

 

 

    

 

(ii)

 

100% vesting after    Years of Service.

 

 

 

 

    

 

(iii)

 

100% vesting at age    .

 

 

 

 

    

 

(iv)

 

Number of Years
of Service

 

Vested
Percentage

 

 

 

 

 

 

 

 

 

 

Less than    1

 

 

 

        %

 

 
                1               %    
                2               %    
                3               %    
                4               %    
                5               %    
                6               %    
                7               %    
                8               %    
                9               %    
                        10    or more           %    

 

 

 

 

For this purpose, Years of Service of a Participant shall be calculated from the date designated below:

 

 

 

 

    

 

(1)

 

First Day of Service.

 

 

 

 

    

 

(2)

 

Effective Date of Plan Participation.

 

 

 

 

    

 

(3)

 

Each Crediting Date. Under this option (3), each EmployerCredit shall vest based on the Years of Service of aParticipant from the Crediting Date on which each Employer Discretionary Credit is made to his or her Deferred Compensation Account.

 

 

    

 

Other Employer Credits:

 

 

 

 

    

 

(i)

 

Immediate 100% vesting.

 

 

 

 

    

 

(ii)

 

100% vesting after    Years of Service.

 

 

 

 

    

 

(iii)

 

100% vesting at age    .

7


               (iv)   Number of Years
of Service
  Vested
Percentage
   

 

 

 

 

 

 

 

 

Less than    1

 

 

 

        %

 

 
                1               %    
                2               %    
                3               %    
                4               %    
                5               %    
                6               %    
                7               %    
                8               %    
                9               %    
                    10    or more           %    

 

 

 

 

For this purpose, Years of Service of a Participant shall be calculated from the date designated below:

 

 

 

 

    

 

(1)

 

First Day of Service.

 

 

 

 

    

 

(2)

 

Effective Date of Plan Participation.

 

 

 

 

    

 

(3)

 

Each Crediting Date. Under this option (3), each Employer Credit shall vest based on the Years of Service of a Participant from the Crediting Date on which eachEmployer Discretionary Credit is made to his or her Deferred Compensation Account.

        7.1    Payment Options:    Any benefit payable under the Plan upon a permitted Qualifying Distribution Event may be made to the Participant or his Beneficiary (as applicable) in any of the following payment forms, as selected by the Participant in the Participation Agreement:

    XX   (i)   A lump sum.

 

 

XX

 

(ii)

 

Annual installments over a term certain as elected by the Participant not to exceed 10 years.

    

 

 

 

(iii)

 

Other:                                                             .

           (i)   A lump sum.

    

 

 

 

(ii)

 

Annual installments over a term certain as elected by the Participant not to exceed      years.

 

 

XX

 

(iii)

 

Other:    Not applicable

    XX   (i)   A lump sum.

 

 

XX

 

(ii)

 

Annual installments over a term certain as elected by the Participant not to exceed 10 years.

    

 

 

 

(iii)

 

Other:                                                             .

8


    XX   (i)   A lump sum.

    

 

 

 

(ii)

 

Annual installments over a term certain as elected by the Participant not to exceed      years.

    

 

 

 

(iii)

 

Other:                                                             .

           (i)   A lump sum.

    

 

 

 

(ii)

 

Annual installments over a term certain as elected by the Participant not to exceed      years.

    

 

 

 

(iii)

 

Other:                                                             .

 

 

XX

 

(iv)

 

Not applicable.

           Forfeited
        Distributed at Separation from Service if vested at that time

           (i)   A lump sum.

    

 

 

 

(ii)

 

Annual installments over a term certain as elected by the Participant not to exceed            years.

    

 

 

 

(iii)

 

Other:                                         .

 

 

XX

 

(iv)

 

Not applicable.

           Forfeited
Distributed at Separation from Service if vested at that time

9


        7.4    De Minimis Amounts.    

    XX   (a)   Notwithstanding any payment election made by the Participant, the vested balance in the Deferred Compensation Account of the Participant will be distributed in a single lump sum payment at the time designated under the Plan if at the time of a permitted Qualifying Distribution Event that is either a Separation from Service, death, Disability (if applicable) or Change in Control Event (if applicable) the vested balance does not exceed $25,000. In addition, the Employer may distribute a Participant's vested balance at any time if the balance does not exceed the limit in Section 402(g)(1)(B) of the Code and results in the termination of the Participant's entire interest in the Plan

    

 

 

 

(b)

 

There shall be no pre-determined de minimis amount under the Plan; however, the Employer may distribute a Participant's vested balance at any time if the balance does not exceed the limit in Section 402(g)(1)(B) of the Code and results in the termination of the Participant's entire interest in the Plan.

        10.1    Contractual Liability:    Liability for payments under the Plan shall be the responsibility of the:

    XX   (a)   Company.

    

 

 

 

(b)

 

Employer or Participating Employer who employed the Participant when amounts were deferred.

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        14.    Amendment and Termination of Plan:    Notwithstanding any provision in this Adoption Agreement or the Plan to the contrary, the following sections are amended:

        17.9    Construction:    The provisions of the Plan shall be construed and enforced according to the laws of the State of Wisconsin, except to the extent that such laws are superseded by ERISA and the applicable provisions of the Code.

        IN WITNESS WHEREOF, this Agreement has been executed as of the day and year stated below.

  Douglas Dynamics, L.L.C.
Name of Employer

 

By:

 

/s/ Robert Young


      Authorized Person

  Date:   February 29, 2012

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Amendments to the
Douglas Dynamics Nonqualified Deferred Compensation Plan

Exhibit A

        4.1.2  An election pursuant to this Section 4.1 shall be made by the Participant by executing and delivering a Participation Agreement to the Employer. Except as otherwise provided in this Section 4.1, the Participation Agreement shall become effective with respect to such Participant as of the first day of January following the date such Participation Agreement is received by the Employer. A Participant's election may be changed at any time prior to the last permissible date for making the election as permitted in this Section 4.1, and shall thereafter be irrevocable. The election of a Participant shall continue in effect for subsequent years until modified by the Participant as permitted in this Section 4.1.

Exhibit B

        4.1.3  A Participant may execute and deliver a Participation Agreement to the Employer within 30 days after the date the Participant first becomes eligible to participate in the Plan (and any other arrangement required to be aggregated with the Plan under Section 409A of the Code and the regulations thereunder). Whether a Participant is treated as newly eligible for participation under this Section shall be determined in accordance with Section 409A of the Code and the regulations thereunder, including (i) rules that treat all elective deferral account balance plans as one plan, and (ii) rules that treat a previously eligible Employee as newly eligible if his benefits had been previously distributed or if he has been ineligible for 24 months. For Compensation that is earned based upon a specified performance period (for example, an annual bonus), where a deferral election is made under this Section but after the beginning of the performance period, the election will only apply to the portion of the Compensation equal to the total amount of the Compensation for the service period multiplied by the ratio of the number of days remaining in the performance period after the election over the total number of days in the performance period.

Exhibit C

        4.1.4  A Participant may unilaterally modify a Participation Agreement (either to terminate, increase or decrease the portion of his future Compensation which is subject to deferral within the percentage limits set forth in Section 4.1 of the Adoption Agreement) by providing a written modification of the Participation Agreement to the Employer. The modification shall become effective as of the first day of January following the date such written modification is received by the Employer.

        4.1.5  If the Participant performed services continuously from the later of the beginning of the performance period or the date upon which the performance criteria are established through the date upon which the Participant makes an initial deferral election, a Participation Agreement relating to the deferral of Performance-Based Compensation may be executed and delivered to the Employer no later than the date which is 6 months prior to the end of the performance period, provided that in no event may an election to defer Performance-Based Compensation be made after such Compensation has become readily ascertainable.

Exhibit D

        4.2   Employer Credits.    If designated by the Employer in the Adoption Agreement, the Employer shall cause the Committee to credit to the Deferred Compensation Account of each Active Participant an Employer Credit as determined in accordance with the Adoption Agreement. A Participant must make distribution elections with respect to any Employer Credits credited to his Deferred Compensation Account by the deadline that would apply under Section 4.1 for distribution elections

12


with respect to Participant Deferral Credits credited at the same time, on a Participation Agreement that is timely executed and delivered to the Employer pursuant to Section 4.1.

Exhibit E

        7.1   Payment Options.    The Employer shall designate in the Adoption Agreement the payment options which may be elected by the Participant (lump sum, annual installments, or a combination of both). Different payment options may be made available for each Qualifying Distribution Event, and different payment options may be available for different types of Separations from Service, all as designated in the Adoption Agreement. The Participant shall elect in the Participation Agreement the method under which the vested balance in the Deferred Compensation Account attributable to Compensation earned after the Participation Agreement becomes effective will be distributed from among the designated payment options. The Participant may elect in the Participation Agreement a different method of payment for each Qualifying Distribution Event as specified in the Adoption Agreement. If the Participant is permitted by the Employer in the Adoption Agreement to elect different payment options and does not make a valid election, the vested balance in the Deferred Compensation Account will be distributed as a lump sum. Notwithstanding the foregoing, if certain Qualifying Distribution Events occur prior to the date on which the vested balance of a Participant's Deferred Compensation Account is completely paid pursuant to this Section 7.1 following the occurrence of certain initial Qualifying Distribution Events, the following rules apply:

Exhibit F

        Section 13.    Beneficiary:    

        The Participant's beneficiary shall be the person, persons, entity or entities designated by the Participant on the beneficiary designation form provided by and last filed with the Company or its designee by the Participant while living. If the Participant does not designate a beneficiary, the beneficiary shall be his Surviving Spouse. If the Participant does not designate a beneficiary and has no Surviving Spouse, the beneficiary shall be the Participant's estate. The designation of a beneficiary may be changed or revoked only by filing a new beneficiary designation form with the Committee or its designee. If a beneficiary (the "primary beneficiary") is receiving or is entitled to receive payments under the Plan and dies before receiving all of the payments due him, the balance to which he is entitled shall be paid to the contingent beneficiary, if any, named in the Participant's current beneficiary designation form. If there is no contingent beneficiary, the balance shall be paid to the estate of the primary beneficiary. Any beneficiary may disclaim all or any part of any benefit to which such beneficiary shall be entitled hereunder by filing a written disclaimer with the Committee before payment of such benefit is to be made. Such a disclaimer shall be made in a form satisfactory to the Committee and shall be irrevocable when filed. Any benefit disclaimed shall be payable from the Plan in the same manner as if the beneficiary who filed the disclaimer had predeceased the Participant.

Exhibit G

        14.1.2  No payments other than payments that would be payable under the terms of the Plan if the termination had not occurred are made within 12 months of the date the Employer takes all necessary action to irrevocably terminate and liquidate the Plan.

        14.1.3  All benefits under the Plan are paid within 24 months of the date the Employer takes all necessary action to irrevocably terminate and liquidate the Plan.

Exhibit H

        14.1.4  The Employer does not adopt a new arrangement that would be aggregated with the Plan under Section 1.409A-1(c) of the Treasury Regulations providing for the deferral of compensation at

13


any time within 3 years following the date the Employer takes all necessary action to irrevocably terminate and liquidate the Plan.

Exhibit I

        17.10  Taxes.    The Employer or other payor may withhold a benefit payment under the Plan or a Participant's wages, or the Employer may reduce a Participant's Deferred Compensation Account balance, in order to meet any federal, state, or local or employment tax withholding obligations with respect to Plan benefits, as permitted under Section 409A of the Code. The Employer or other payor shall report Plan payments and other Plan-related information to the appropriate governmental agencies as required under applicable laws.

14


THE EXECUTIVE NONQUALIFIED EXCESS PLAN
PLAN DOCUMENT

15



THE EXECUTIVE NONQUALIFIED EXCESS PLAN

        Section 1.    Purpose:    

        By execution of the Adoption Agreement, the Employer has adopted the Plan set forth herein, and in the Adoption Agreement, to provide a means by which certain management Employees or Independent Contractors of the Employer may elect to defer receipt of current Compensation from the Employer in order to provide retirement and other benefits on behalf of such Employees or Independent Contractors of the Employer, as selected in the Adoption Agreement. The Plan is intended to be a nonqualified deferred compensation plan that complies with the provisions of Section 409A of the Internal Revenue Code (the "Code"). The Plan is also intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation benefits for a select group of management or highly compensated employees under Sections 201(2), 301(a)(3) and 401(a)(l) of the Employee Retirement Income Security Act of 1974 ("ERISA") and independent contractors. Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.

        Section 2.    Definitions:    

        As used in the Plan, including this Section 2, references to one gender shall include the other, unless otherwise indicated by the context:

16


17


18


        Section 3.    Participation:    

        The Committee in its discretion shall designate each Employee or Independent Contractor who is eligible to participate in the Plan. A Participant who Separates from Service with the Employer and who later returns to Service will not be an Active Participant under the Plan except upon satisfaction of such terms and conditions as the Committee shall establish upon the Participant's return to Service, whether or not the Participant shall have a balance remaining in the Deferred Compensation Account under the Plan on the date of the return to Service.

        Section 4.    Credits to Deferred Compensation Account:    

19


20


        Section 5.    Qualifying Distribution Events:    

21


        Section 6.    Vesting:    

        A Participant shall be fully vested in the portion of his Deferred Compensation Account attributable to Participant Deferral Credits, and all income, gains and losses attributable thereto. A Participant shall become fully vested in the portion of his Deferred Compensation Account attributable to Employer Credits, and income, gains and losses attributable thereto, in accordance with the vesting schedule and provisions designated by the Employer in the Adoption Agreement. If a Participant's Deferred Compensation Account is not fully vested upon Separation from Service, the portion of the Deferred Compensation Account that is not fully vested shall thereupon be forfeited.

22


        Section 7.    Distribution Rules:    

23


        Section 8.    Accounts; Deemed Investment; Adjustments to Account:    

24


        Section 9.    Administration by Committee:    

25


        Section 10.    Contractual Liability, Trust:    

        Section 11.    Allocation of Responsibilities:    

26


        Section 12.    Benefits Not Assignable; Facility of Payments:    

        Section 13.    Beneficiary:    

27


        Section 14.    Amendment and Termination of Plan:    

        The Company may amend any provision of the Plan or terminate the Plan at any time; provided, that in no event shall such amendment or termination reduce the balance in any Participant's Deferred Compensation Account as of the date of such amendment or termination, nor shall any such amendment affect the terms of the Plan relating to the payment of such Deferred Compensation Account. Notwithstanding the foregoing, the following special provisions shall apply:

        Section 15.    Communication to Participants:    

        The Employer shall make a copy of the Plan available for inspection by Participants and their beneficiaries during reasonable hours at the principal office of the Employer.

        Section 16.    Claims Procedure:    

        The following claims procedure shall apply with respect to the Plan:

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        Section 17.    Miscellaneous Provisions:    

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        Section 18.    Transition Rules:    

        This Section 18 does not apply to plans newly established on or after January 1, 2009.

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QuickLinks

THE EXECUTIVE NONQUALIFIED "EXCESS" PLAN ADOPTION AGREEMENT
W I T N E S S E T H
ARTICLE I
ARTICLE II
Amendments to the Douglas Dynamics Nonqualified Deferred Compensation Plan
THE EXECUTIVE NONQUALIFIED EXCESS PLAN PLAN DOCUMENT
THE EXECUTIVE NONQUALIFIED EXCESS PLAN