STOCK PURCHASE AGREEMENT
I. The Parties
The Parties to this Agreement are:
1.01 Oshkosh Truck Corporation, a Wisconsin corporation, located
at 0000 Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxx ("Oshkosh").
1.02 J. Xxxxx Xxxxxxx, Xx., an adult resident of Pickett, Wisconsin
("Xxxxx").
1.03 Xxxxxxx X. Xxxxxxx, an adult resident of Oshkosh, Wisconsin
("Xxxxxxx").
II. The Recitals
2.01 The Date of this Agreement is the 26th day of April, 1996.
2.02 Xxxxx and Xxxxxxx, together, are the individual owners of a
substantial majority of the issued and outstanding shares of
Class A Common Stock of Oshkosh (such shares that Xxxxx and
Xxxxxxx own individually are collectively referred to as
"Shares").
2.03 The Parties desire to establish the circumstances, terms and
conditions under which Oshkosh will acquire the Shares, to
impose certain limitations upon the transferability of Shares by
Xxxxx and Xxxxxxx in the interim, and to provide ultimately for
conversion of all issued and outstanding shares of Class A
Common Stock of Oshkosh into shares of its Class B Common Stock.
2.04 The number of issued and outstanding shares of Class A Common
Stock on the Date of this Agreement are 409,503. Of these,
Xxxxx owns individually 119,813 shares, and Xxxxxxx owns
individually 120,892 shares. Class A shares owned indirectly or
beneficially by either of them through Cadence Company, a
Wisconsin general partnership, are not intended to be subject to
this Agreement. Class A shares owned by Xxxxxxx as Trustee for
Xxxxxxx X. Xxxxxxx also are not intended to be subject to this
Agreement.
2.05 Previously, in connection with execution by Oshkosh of a
Strategic Alliance Agreement with Freightliner Corporation on
June 2, 1995, Xxxxx and Xxxxxxx agreed to certain limitations
upon the transferability of their Shares, and it is the
intention of the Parties that this Agreement be effective
independent from the effect of that agreement.
2.06 The Class B Common Stock of Oshkosh is publicly traded on NASDAQ
and registered with the Securities and Exchange Commission. The
Class A Common Stock is not registered with the Securities and
Exchange Commission and is publicly traded only on occasion.
III. The Agreement
3.01 The Recitals. The Recitals are a part of this Agreement.
3.02 Restrictions on Sale or Transfer by Xxxxx and Xxxxxxx. Except
as provided by this Agreement, and as limited by the agreement
dated June 2, 1995, Xxxxx and Xxxxxxx agree that they will not
transfer, sell or otherwise dispose of any shares which either
of them now or in the future may own directly in their own
names.
3.021 A pledge of Shares shall not be considered a transfer,
sale or other disposition, but a levy upon or
foreclosure of a pledge shall be deemed to be a sale
or other disposition.
3.022 Xxxxx and Xxxxxxx each may transfer Shares to the
other, or to trusts for the respective benefit of each
or the other, including voting trusts in which at
least one of them serves as trustee and, as such, or
as otherwise provided by the trust, shall have the
full and unrestricted authority, power and discretion
to vote such Shares on all matters as to which the
Shares may be voted.
3.023 Xxxxx and Xxxxxxx each may transfer Shares to trusts
which are effective upon the death of the transferor,
whether testamentary or otherwise, in which at least
one of them serves as a trustee and, as such, or as
otherwise provided by the trust, shall have the full
and unrestricted authority, power and discretion to
vote such Shares on all matters as to which the Shares
may be voted.
3.024 Xxxxx and/or Xxxxxxx each may transfer Shares to R.
Xxxxxx Xxxxxxx pursuant to a certain letter agreement
dated June 25, 1990.
3.025 Transfers to a pledgee or Trustee, under this Section
3.02, or to Xx. Xxxxxxx shall be subject to all of the
terms and conditions of this Agreement, and any
further transfer of Shares by any such pledgee or
Trustee or by Xx. Xxxxxxx, except to a permitted
transferee under this Section shall be deemed a
prohibited transfer, sale or other disposition of the
Shares.
3.026 Xxxxx and Xxxxxxx each may exchange Shares for shares
of Class B Common Stock of Oshkosh at any time(s) and
in any amount. To the extent that they transfer
Shares as permitted by this Section 3.02, their
transferees also may exchange Shares for shares of
Class B Common Stock. When exchanged, such shares of
Class B Common Stock shall be free from the terms and
conditions of this Agreement. Notwithstanding the
foregoing, Xxxxx and/or Xxxxxxx and/or any such
transferee, will not exchange Shares if, following
such exchange, the remaining Shares would not
constitute a majority of the outstanding Class A
Common Stock on a fully diluted basis unless the
amendment contemplated by Section 3.03 has been
effected.
3.03 Covenant to Act to Amend the Articles of Incorporation of
Oshkosh. Xxxxx and Xxxxxxx each agree that in the event the
Board of Directors of Oshkosh at any time proposes to its
Shareholders that the Articles of Incorporation of Oshkosh be
amended to provide a mechanism for mandatory conversion of
issued and outstanding shares of Class A Common Stock so that
Oshkosh will have only one issued and outstanding class of
common stock, with such conversion to occur upon the earliest to
occur of:
3.031 The death of the survivor of Xxxxx and Xxxxxxx;
3.032 The legal incapacity of Xxxxx and/or Xxxxxxx under
circumstances in which neither of them has the legal
capacity and capability to vote a majority of the
issued and outstanding shares of Class A Common Stock
of Oshkosh at that time, which incapacity thereafter
continues for a period of time which includes the date
of regularly-scheduled annual meeting of the
shareholders of Oshkosh and two hundred seventy (270)
days following such date; or
3.033 The number of issued and outstanding shares of Class A
Common Stock of Oshkosh beneficially owned by Xxxxx
and/or Xxxxxxx falls for any reason below 150,000
shares, or such higher number as may be agreed upon by
the Parties;
they will vote their Class A Common Stock shares in favor of
such an amendment, and will cause any trustee or pledgee of
Shares to vote in favor of such an amendment.
3.04 Covenant to Act to Eliminate Class A Stock. Xxxxx and Xxxxxxx
each agree that in the event of the death of the survivor of
them, or in the event that at an earlier time neither of them
has the legal capacity and capability to vote a majority of the
issued and outstanding shares of Class A Common Stock of
Oshkosh, then they or their legal representatives and trustees,
if any, promptly shall exert their best efforts to cause Oshkosh
to do all things necessary to effect a prompt and orderly
elimination, whether by conversion into shares of Class B Common
Stock of Oshkosh or otherwise, of all issued and outstanding
shares of Class A Common Stock of Oshkosh. They also agree that
they and their legal representatives and trustees, if any,
promptly shall take such actions, including the tender of Shares
for shares of Class B Common Stock, as may be necessary to
require the conversion of all issued and outstanding shares of
Class A Common Stock of Oshkosh so that Oshkosh will have only
one class of issued and outstanding common stock.
3.041 Notwithstanding anything to the contrary provided by
this Section or elsewhere by this Agreement, no action
shall be required of Xxxxx, Xxxxxxx or their legal
representatives or trustees which would have the
effect of eliminating Shares other than in the context
of a simultaneous conversion of all other issued and
outstanding shares of Class A Common Stock of Oshkosh.
3.042 In the event of action by Oshkosh to amend its
Articles of Incorporation as set forth in Section
3.03, Xxxxx and Xxxxxxx each shall give Oshkosh an
irrevocable notice of conversion of their Shares in a
form sufficient to give effect to their covenants in
this Section 3.04.
3.05 Action by Oshkosh. In the absence of prior action by Oshkosh
under Section 3.03, above, Oshkosh agrees that upon receipt of a
request by Xxxxx and Xxxxxxx, or their legal representatives or
trustees, or in the event of the death of either of them by the
survivor of them, or his legal representatives, to undertake the
cancellation and elimination of the authorization of its shares
of Class A Common Stock, it will act promptly to call a meeting
of the necessary shareholders of Oshkosh at an appropriate time
and place for the purposes of amending the Articles of
Incorporation of Oshkosh in order to eliminate from the capital
structure of Oshkosh the authorization of Class A Common Stock,
and for such other actions as Oshkosh shall deem necessary or
appropriate in order to redeem or otherwise cancel all then
issued and outstanding shares of Class A Common Stock.
3.06 Consideration. Oshkosh has determined that if Xxxxx and Xxxxxxx
were to cease to be owners of their Shares, and others were to
become owners of a majority of the shares of Class A Common
Stock, it would not be in the interests of the other
shareholders of Oshkosh. In consideration of the agreements of
Xxxxx and Xxxxxxx set forth above, Oshkosh shall pay to each of
them the sum of FIFTY THOUSAND DOLLARS ($50,000.00) upon
execution of this Agreement.
3.07 Stock Certificate Legend. Upon execution of this Agreement the
certificates representing the Shares shall be surrendered to
Oshkosh by Xxxxx and Xxxxxxx for the purpose of placing on each
such certificate a printed legend which is appropriate to
disclose the substance of the restrictions on transferability
and other covenants imposed by this Agreement on the Shares,
after which the certificates promptly shall be returned to Xxxxx
and Xxxxxxx.
3.08 Covenant Against Transfer. While this Agreement is in force and
effect, Oshkosh shall not transfer Shares except in compliance
with the provisions of this Agreement.
3.09 Specific Enforcement. Upon the death of the survivor of Xxxxx
and Xxxxxxx or the earlier legal incapacity of Xxxxx and/or
Xxxxxxx under circumstances in which neither of them has the
legal capacity and capability to vote a majority of the issued
and outstanding shares of Class A Common Stock of Oshkosh, if
his legal representative, including any trustee, guardian,
conservator or holder of an appropriate durable power, shall
fail for any reason within thirty (30) days of such event to
request Oshkosh to take actions contemplated under Sections 3.03
and 3.04 of this Agreement, Oshkosh may specifically enforce
this Agreement, including the court appointment of such a legal
representative if there be none.
3.10 Schedule 13D Filing. Xxxxx and Xxxxxxx each shall file a
Securities and Exchange Commission Schedule 13D within ten (10)
days after execution of this Agreement.
3.11 Binding Agreement. This Agreement shall bind the Parties, their
legal representatives, heirs, successors and assigns.
Executed by the Parties on the Date of this Agreement.
OSHKOSH TRUCK CORPORATION:
By: /s/ R. Xxxxxx Xxxxxxx
Attest: /s/ Xxxxxx X. Xxxxxxxxxxx
/s/ J. Xxxxx Xxxxxxx, Xx.
J. Xxxxx Xxxxxxx, Xx.
/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
R. Xxxxxx Xxxxxxx hereby consents, to the extent necessary in
connection with the agreement dated June 25, 1990, between himself, Xxxxx
and Xxxxxxx, to be bound by the terms and conditions of the foregoing
Agreement.
Dated: April 26, 1996.
/s/ R. Xxxxxx Xxxxxxx
R. Xxxxxx Xxxxxxx
