OSHKOSH TRUCK CORPORATION
(a Wisconsin corporation)
1994 Long-Term Incentive Compensation Plan
Award Agreement
Participant:
Participant's Address:
Date of Award:
Target Award Number:
Performance Period:
Performance Measure:
Threshold Performance:
Target Performance:
Maximum Performance:
Oshkosh Truck Corporation and the above-named Participant hereby
agree as follows:
1. Grant of Award. In consideration of the employment of the
Participant, Oshkosh Truck Corporation, a Wisconsin corporation
(hereinafter called the "Corporation"), grants to the Participant an Award
in respect of the Target Award Number of Performance Share Units set forth
above relating to the Performance Period identified above, all on the
terms and conditions hereinafter stated.
2. Plan. The Award is granted under and pursuant to the
Oshkosh Truck Corporation 1994 Long-Term Incentive Compensation Plan
adopted March 29, 1994 (herein called the "Plan") and is subject to each
and all of the provisions thereof, a copy of which Plan has previously
been furnished or made available to the Participant. All capitalized
terms not otherwise defined herein shall have the meanings assigned to
such terms in the Plan.
3. Vesting. Subject to Section 6.6 of the Plan, this Award
shall vest on the last day of the Corporation's last fiscal year in the
Performance Period identified above. If the Participant's employment with
the Corporation terminates prior to the date this Award has vested, then
the Participant shall not be entitled to receive any payment hereunder in
respect of the Award. Notwithstanding the foregoing sentence:
(a) The Committee may, in its sole discretion, provide for
the payment, in whole or in part, in respect of the unvested
Award if the Participant's employment with the Corporation
terminates by reason of the Participant's death or Disability.
(b) In the event of the Participant's Retirement on or
after the date on which the first one-half of the Performance
Period identified above has elapsed, the Participant shall be
entitled to a payment in respect of the Award under the
circumstances and in the manner and in the amount set forth in
the Plan.
(c) If there is a Change of Control during the Performance
Period identified above while the Participant is an employee of
the Corporation, then (i) the Award shall be deemed vested if
the Award has not theretofore vested, (ii) the Final Award
Number for the Award shall be deemed equal to the Target Award
Number set forth above and (iii) the Participant shall be
entitled to a payment in respect of the Award in the manner and
in the amount set forth in the Plan.
4. Final Award Number. As soon as practicable after the
completion of the Performance Period identified above, the Committee shall
certify in writing (or otherwise evidence such action in accordance with
the Plan) the Company's performance in respect of the Performance Measure
set forth above for the Performance Period identified above. The
Committee shall also certify in writing (or otherwise evidence such action
in accordance with the Plan) the comparison of such performance with the
Threshold Performance, Target Performance and Maximum Performance set
forth above. The Final Award Number of Performance Share Units for such
Performance Period shall be calculated for the Participant for such
Performance Period by multiplying the Target Award Number set forth above
by a percentage determined in accordance with the following table, subject
to the additional conditions and limitations set forth in the Plan:
Actual Performance Applicable Percentage
Below Threshold Performance 0%
Threshold Performance 50%
Target Performance 100%
Maximum Performance 150%
Above Maximum Performance 150%
If the Corporation's performance falls between Threshold Performance and
Target Performance or between Target Performance and Maximum Performance,
then the applicable percentage shall be determined by linear interpolation
between the applicable points.
5. Payment of Award. As soon as practicable after the
determination of the Final Award Number for this Award, the Corporation
shall pay the Participant the value of the Final Award Number of
Performance Share Units. Such payment shall be made, in the sole
discretion of the Committee, in cash, Stock or a combination of cash and
Stock.
6. No Rights. Unless and until shares of Stock are issued and
payments are made to the Participant with respect to this Award, the
Participant shall have no interest or rights as a result of this Award in
or to any specific assets or property of the Corporation or any shares of
Stock, and the Participant shall have no right to vote any shares of Stock
or to dividends paid on Stock as a result of this Award.
7. Withholding Tax. In the event the Corporation determines
that it is required to withhold state or federal income tax or FICA tax as
a result of this Award, as a condition to the Participant's right to
receive payment in respect of this Award, the Participant will make
arrangements satisfactory to the Corporation to enable it to satisfy such
withholding requirements.
8. Legality of Issuance. No shares of Stock shall be issued
in connection with this Award unless and until the Corporation has
determined that:
(a) It and the Participant have taken all actions required
to register the shares of Stock under the Securities Act of
1933, as amended (the "Securities Act"), or to perfect an
exemption from the registration requirements thereof;
(b) Any applicable requirements of any stock exchange on
which the Stock is listed or market on which the Stock is quoted
have been satisfied; and
(c) Any other applicable provision of state or federal law
has been satisfied.
The Corporation shall not be obligated pursuant to the terms of this
Agreement to register the shares of Stock under the Securities Act.
9. Restrictions on Transfers. Regardless of whether the
offering and sale of shares of Stock acquired under the Plan have been
registered under the Securities Act, or have been registered or qualified
under the securities laws of any state, the Corporation may impose
restrictions upon the sale, pledge or other transfer of such shares of
Stock (including the placement of appropriate legends on stock
certificates) if, in the judgment of the Corporation and its counsel, such
restrictions are necessary or desirable in order to achieve compliance
with the provisions of the Securities Act, the securities laws of any
state or any other law. In the event that the delivery of shares of Stock
under the Plan is not registered under the Securities Act but an exemption
is available which requires an investment representation or other
representation, the Participant represents and agrees that the shares of
Stock that may be acquired pursuant to this Award shall be acquired for
investment, and not with a view to the sale or distribution thereof.
Stock certificates evidencing shares of Stock acquired under the Plan
pursuant to an unregistered transaction shall bear the following or a
similar restrictive legend as required or deemed advisable under the
provisions of any applicable law:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(`SECURITIES ACT'). ANY TRANSFER OF SUCH SECURITIES WILL BE
INVALID UNLESS A REGISTRATION STATEMENT UNDER THE
SECURITIES ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE
OPINION OF COUNSEL FOR THE ISSUER SUCH REGISTRATION IS
UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE
SECURITIES ACT."
10. Removal of Legends. If, in the opinion of the Corporation
and its counsel, any legend placed on a stock certificate representing
shares of Stock issued under the Plan is no longer required, the holder of
such certificate shall be entitled to exchange such certificate for a
certificate representing the same number of shares of Stock but lacking
such legend.
11. No Right to Continued Employment. This grant shall not
confer upon the Participant any right with respect to continuance of
employment by the Corporation or any Subsidiary nor shall it interfere in
any way with the right of his employer to terminate such employment at any
time, subject to the terms and conditions of any other agreements between
the Corporation and the Participant.
12. Miscellaneous.
(a) Entire Agreement. This Agreement and the Plan
together constitute the entire agreement between the parties
hereto with respect to the subject matter hereof and thereof,
and there have been and are no restrictions, promises,
agreements or covenants between the parties other than those set
forth or provided for herein.
(b) Assignment. Except as specifically provided herein or
in the Plan, neither this Agreement nor any of the rights,
interests or obligations contained herein shall be assigned by
either of the parties hereto without the prior written consent
of the other party, and any attempted assignment without such
written consent shall be null and void and without legal effect.
Subject to the foregoing sentence, this Agreement shall be
binding upon and inure to the benefit of the respective parties
hereto and their permitted successors and assigns.
(c) Amendment or Modification. No term or provision of
this Agreement may be amended, modified or supplemented orally,
but only by an instrument in writing signed by the party against
which or whom the enforcement of the amendment, modification or
supplement is sought.
(d) Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same
instrument.
(e) Governing Law. This Agreement shall be governed by
the internal laws of the State of Wisconsin as to all matters,
including but not limited to matters of validity, construction,
effect, performance and remedies.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to
be duly executed, and the Participant has executed this Agreement, all as
of the day and year first above written.
OSHKOSH TRUCK CORPORATION
By __________________________
Title
Attest: _____________________
The undersigned Participant hereby accepts the Award granted
hereunder and designates ________________________ as the beneficiary to
whom the Award may be transferred in the event of my death. I understand
that the foregoing designation may be revoked by me in writing at any time
under Subsection 7.1 of the Plan and that if no designation is in effect
at the time of my death the Award shall be transferred to my estate.
_____________________________
[Participant]
