AMENDMENT TO EMPLOYMENT AGREEMENT
PURSUANT to Section 14(b) of the EMPLOYMENT AGREEMENT (the "Agreement")
dated October 15, 1998 by and between OSHKOSH TRUCK CORPORATION, a Wisconsin
corporation (the "Company"), and XXXXXX X. XXXX (the "Executive"), Section 11 of
the Agreement is hereby amended, effective as of December 31, 2000, to read in
its entirety as follows:
11. Supplemental Retirement Benefit.
(a) Certain Definitions. Capitalized terms in this Section have the
meaning assigned to them in the Funded Plan unless otherwise defined herein:
(i) "Funded Plan" means the Oshkosh Truck Corporation Salaried and
Clerical Employees Retirement Plan, as in effect from time to time.
(ii) "Maximum Benefit" means the monthly benefit paid to the
Executive, or in the event of the death of the Executive, to his Spouse, by the
Funded Plan.
(iii) "Supplemental Retirement Benefit" means the Actuarial Equivalent
of a monthly benefit commencing on the first day of the month following the
month in which the Executive has reached age fifty-nine (59). The amount of the
benefit shall be equal to fifty percent (50%) of the Executive's final average
monthly Compensation. The following subparagraphs also shall apply:
(A) Final Average monthly Compensation for this purpose is the
average of the Executive's Compensation for the three (3) most recent
Compensation Years ending after December 31, 1997, but prior to the date
of the Executive's termination of employment with the Company, divided by
thirty-six (36). If three (3) such Compensation Years have not been
completed at the time of the Executive's termination of employment, then
the total number of completed calendar months that have elapsed between
December 31, 1997, and the month in which termination of employment
occurs shall be used to determine his final average monthly Compensation.
"Compensation", as used herein, means that term as defined in the Funded
Plan on October 1, 1998, plus bonus received by the Executive during a
Compensation Year pursuant to the Company's performance bonus plan(s)
covering the Executive; provided, however, that the dollar limitations of
Internal Revenue Code Section 401(a)(17) are not applicable when
measuring Compensation for purposes of determining the amount of the
Supplemental Retirement Benefit.
(B) If the Executive's termination of employment occurs before the
Executive has completed twenty (20) years of Benefit Service, the amount
of Supplemental Retirement Benefit that the Executive shall be deemed to
have accrued at that time shall be determined by multiplying the full
amount of such benefit amount by a fraction (not to exceed one)
determined as follows:
(1) Numerator: total number of years of Benefit Service
completed after April 30, 1992, to the date of termination of
employment.
(2) Denominator: twenty (20).
(b) Supplemental Retirement Benefit Amount. Upon commencement of receipt
by the Executive of benefit payments under the Funded Plan the Executive shall
be entitled under this Section 11 to a supplemental monthly benefit that is the
Actuarial Equivalent of his accrued Supplemental Retirement Benefit less his
Maximum Benefit.
(c) Supplemental Preretirement Surviving Spouse Benefit. If the Executive
dies while employed by the Company, or at any time after becoming vested in
benefits accrued under this Section 11, and the Executive has a Spouse who is
eligible under the Funded Plan to receive a preretirement surviving spouse
benefit, such Spouse shall be entitled to a benefit under this Section that is
the Actuarial Equivalent of fifty percent (50%) of the Executive's accrued
Supplemental Retirement Benefit determined as of the date of death, less the
applicable accrued Maximum Benefit. If the Executive dies after having commenced
receiving benefits under the Funded Plan, the terms of the form of benefit
payment in effect for the Executive shall govern the payment of benefits to the
Executive's Spouse, joint annuitant, or other beneficiary.
(d) Form and Timing of Payment. The benefit payable to or on behalf of
the Executive under this Section 11 shall be paid in the normal form as provided
by the Funded Plan or, as elected by the Executive (or his Spouse, in the event
of the Executive's death while employed), on a basis consistent with all
elections made by the Executive and/or Spouse under the Funded Plan. Any
conversions to an optional method of payment permitted under the Funded Plan
shall be the Actuarial Equivalent of such normal form of payment. Benefits due
under this Section 11 shall be paid coincident with the payment date of benefits
under the Funded Plan. Actuarial reductions for payment of the Supplemental
Retirement Benefit before Normal Retirement Age shall be determined in
accordance with the following table:
Number of years by which
the benefit commencement
date precedes the Executive's Portion of Supplemental
Normal Retirement Age Retirement Benefit Payable
10 60.00%
9 63.33%
8 66.67%
7 73.33%
6 100.00%
5 100.00%
4 100.00%
3 100.00%
2 100.00%
1 100.00%
0 100.00%
(e) Vesting. The Executive's benefits accrued under this Section 11 shall
be fully vested and nonforfeitable for any reason coincident with the vesting of
the Executive's accrued benefits under the Funded Plan.
(f) Supplemental Retirement Benefit Upon Change in Control of the
Company. In the event of a Change in Control as defined in the Executive's Key
Executive Employment and Severance Agreement ("Change in Control"), the Company
shall make an immediate single sum distribution of the entire present value of
the Executive's accrued vested Supplemental Retirement Benefit within sixty (60)
days after the Executive's termination of employment for any reason. If the
Executive terminated employment prior to such Change in Control, then the
present value of any accrued vested and unpaid Supplemental Retirement Benefit
shall be paid in an immediate single sum distribution within sixty (60) days
after the Change in Control. For purposes of this provision, present value shall
be determined using the method and actuarial factors then in effect under the
Funded Plan for determining present values for purposes of that plan's lump sum
cash out rules.
Dated this 31 day of December, 2000.
OSHKOSH TRUCK CORPORATION EXECUTIVE
By: /s/ Xxxxxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
Title:
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Attest:
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Title:
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