EMPLOYMENT AGREEMENT
AN AGREEMENT made as of the 15th day of October, 1998 by and between
OSHKOSH TRUCK CORPORATION, a Wisconsin corporation (the "Company"), and XXXXXX
X. XXXX (the "Executive").
WITNESSETH:
WHEREAS, the Executive has been serving as President and Chief
Executive Officer of the Company and as a director of the Company;
WHEREAS, the Company desires to continue to retain the services of the
Executive, and the Executive desires to continue to be employed by the Company,
on the terms and conditions set forth in this Agreement; and
WHEREAS, in consideration of the Company's commitment to employ the
Executive during the term of this Agreement, the Executive is willing to agree
to the provisions respecting noncompetition and protection of Confidential
Information (as defined below) set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein, the parties hereto, intending to be
legally bound, hereby agree as follows:
1. Employment and Duties. Subject to the terms and conditions of this
Agreement, the Company hereby agrees to continue to employ the Executive, and
the Executive hereby agrees to continue to be employed by the Company, as the
Chief Executive Officer of the Company. As such officer, he shall be responsible
for the supervision, control and conduct of all of the business and affairs of
the Company, shall have such additional duties as are normally assigned to a
chief executive officer, shall perform his duties in a conscientious, reasonable
and competent manner, shall devote his best efforts to his employment by the
Company and, except as otherwise set forth herein, shall devote his entire
business time and attention to the performance of his duties. At all times, the
Executive shall be subject to the direction of the Board of Directors of the
Company.
The Executive shall be entitled (a) to serve as a director of those
corporations that shall have been approved in advance by the Compensation
Committee of the Board of Directors of the Company (the "Committee"), subject to
review and approval by the full Board of Directors of the Company, (b) to
participate in such other business, community and professional activities as the
Committee shall approve in advance, subject to review and approval by the full
Board of Directors of the Company, and (c) to devote time to personal and
financial activities so long as they do not materially affect his ability to
perform his duties hereunder. The Company anticipates that the Executive will
continue to serve as a member of the Board of Directors of the Company and as a
member of the Executive Committee of the Board of Directors.
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2. Term. The employment of the Executive will continue until the
occurrence of the first of the following events:
(a) September 30, 2001, subject to extension as described below;
(b) The Executive's death;
(c) The Executive shall have become totally disabled within the meaning
of the Oshkosh Truck Corporation Long Term Disability Program for Salaried
Employees (the "LTD Program") such that the Executive is entitled to receive
benefits under the LTD Program;
(d) The Executive's retirement at any time on or after he attains the
age of 62; provided, however, that the Executive shall give the Company twelve
(12) months prior written notice of such retirement or such other notice as the
Company and the Executive shall mutually agree upon; or
(e) Termination of this Agreement under Section 8.
If the Executive's employment continues following the date identified in clause
(a) above, then for so long as the Executive is employed by the Company the
Executive shall be an at-will employee. The provisions of Sections 6, 7, 9, 11,
and 12 shall survive the expiration of the term of this Agreement.
The last date on which the Executive's employment hereunder may
terminate pursuant to subsection (a) shall be automatically extended at
successive one-year intervals on the date 24 months prior to the date on which
the Executive's employment hereunder would otherwise terminate unless not less
than thirty (30) days prior to such date the Company or the Executive has
provided a written notice of nonrenewal (a "Nonrenewal Notice") to the other
party. If a party gives a Nonrenewal Notice within the prescribed time, then the
Executive's employment hereunder shall terminate in accordance with the
provisions of this Section (as subsection (a) may have been previously extended
by the parties), and neither party shall have any other rights or obligations as
a result of the delivery of such notice. Notwithstanding the foregoing, in no
event shall this Agreement be extended automatically (x) beyond the date on
which the Executive would attain age 62 or (y) if the Executive is disabled at
the time such extension would otherwise automatically become effective.
3. Compensation. The Executive shall be entitled to the following
compensation for services rendered to the Company during the term of this
Agreement:
(a) Base Salary. Effective as of October 1, 1998 and subject to
adjustment in accordance with this subsection (a), the Executive shall receive a
base salary, payable not less frequently than monthly in arrears, at the annual
rate of not less than $500,000. The Committee shall review the Executive's base
salary annually to determine whether such salary should be increased based upon
(i) the Company's performance and/or the Executive's performance, (ii) an
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assessment of competitive practice as determined by the Committee or, in the
Committee's sole discretion, by an independent compensation consultant and (iii)
such other criteria as the Committee shall consider in its sole discretion.
Further, if the Executive initiates or agrees to a general reduction of base
salaries of executive officers of the Company, then such base salary shall be
subject to reduction on the same basis and terms that apply to the other
officers of the Company. (In this Agreement, the term "Base Salary" shall mean
the amount established and adjusted from time to time pursuant to this
subsection (a).)
(b) Annual Bonus. The Executive shall be entitled to participate in the
bonus plan for senior management personnel of the Company, subject to all of the
terms and conditions of the plan and the discretion and powers of the Committee
thereunder.
(c) Stock-based Compensation. The Executive shall be entitled to
participate in stock-based compensation programs in effect from time to time for
other senior executives of the Company, subject to all of the terms and
conditions of such programs and the discretion and powers of the Committee
thereunder.
(d) Vacations and Holidays. The Executive shall be entitled to receive
20 days of paid vacation per year together with the paid holidays available to
all other senior management personnel. Unused vacation and holidays shall not
accrue from year to year unless approved by the Committee.
(e) Fringe Benefits. The Executive shall be entitled to participate in
all fringe benefit plans and programs in effect from time to time for, and on
the same basis as, all other senior executives of the Company, including medical
and dental insurance, pension and retirement benefits and other similar
benefits. The Company shall, at its sole expense, procure and keep in effect
term life insurance on the life of the Executive, payable to such beneficiaries
as the Executive may from time to time designate, in an amount that, when
aggregated with any term life insurance provided to the Executive pursuant to
the Company's standard benefit plans, shall be equal to three times the sum of
(x) the Base Salary then in effect plus (y) the target bonus for the Executive
applicable to the then current fiscal year.
(f) Perquisites. The Executive shall be entitled to all of the
perquisites offered from time to time to other senior executives of the Company
and, with the prior approval of the Committee, such other perquisites as are
necessary and appropriate for the Executive to carry out his duties as the Chief
Executive Officer of the Company. The Executive shall also be entitled to the
use, primarily for business purposes and at the sole expense of the Company, of
the Chevrolet Suburban vehicle owned by the Company and currently used on a
regular basis by the Executive or a vehicle of comparable nature and cost owned
by the Company.
(g) Certain Expenses. The Company shall bear the expenses of the
Executive for personal income tax, financial and estate planning consulting
services, provided that the Committee determines that such expenses are
reasonably incurred and that the fees charged by the providers of such services
are at competitive rates. The Executive shall also be entitled to
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reimbursement for all reasonable fees and expenses of the Executive's legal
counsel in connection with the negotiation and preparation of this Agreement.
(h) Supplemental Retirement Benefit. The Company shall pay the
Executive a supplemental retirement benefit computed in accordance with Section
11.
The Committee, in its sole discretion, may base any future changes in
compensation or benefits applicable to the Executive that are made in accordance
with the foregoing on an assessment of competitive practice by an independent
compensation consultant retained by the Committee. Any approvals of, or changes
to, compensation or benefits applicable to the Executive that the Committee
makes in accordance with the foregoing shall be subject to the review and
approval of the full Board of Directors of the Company.
4. Reimbursements. The Company shall reimburse the Executive for actual
out-of-pocket costs incurred by him in the course of carrying out his duties
hereunder, such reimbursements to be made in accordance with the policies and
procedures of the Company in effect from time to time.
5. Withholding. All payments under this Agreement shall be subject to
withholding or deduction by reason of the Federal Insurance Contributions Act,
the federal income tax and state or local income tax and similar laws, to the
extent such laws apply to such payments.
6. Noncompetition. In consideration of the Company's commitment to
employ the Executive during the term of this Agreement, the Executive agrees
that, except in the event of a material breach of this Agreement by the Company,
for a period of one year after the termination of any period in respect of which
the Executive is receiving payments of Base Salary hereunder (including payments
made under Section 9) or, if later, a period of one year after the termination
of the Executive's active employment with the Company (whether such termination
occurs before or after the expiration of the term of this Agreement), he shall
not, except as permitted by the Company's prior written consent, engage in, be
employed by, or in any way advise or act for in any capacity where Confidential
Information would reasonably be considered to be useful, or have any financial
interest in, any business that, as of the date of such termination, is engaged
directly or indirectly in the business of designing, manufacturing or marketing
fire apparatus (including, without limitation, aircraft rescue and firefighting
vehicles), refuse truck bodies or vehicles, concrete mixers, snow removal
vehicles, defense trucks or trailers or their related components, or any other
business in which the Company or any of its subsidiaries is engaged as of the
date of such termination with the approval of the Board of Directors of Company
and with the consent of the Executive. However, the foregoing shall not restrict
the Executive as to any business if neither the Company nor any of its
subsidiaries is engaged in such business as of the date of such termination and
the Board of Directors of the Company has approved the exit of the Company
and/or its subsidiaries from such business. The geographic scope of the
Executive's agreement not to compete shall extend to all of the United States
and to any other country if the Company has directly or indirectly (i) sold
product for delivery to a customer in that country during the 36 months
preceding the date of termination, (ii)
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actively sought to sell product for delivery to any customer in that country
during such period or (iii) made plans, in which the Executive participated, to
sell product for delivery to any customer in that country during such period,
whether or not the Company pursued or abandoned such plans prior to the date of
termination. The ownership of minority and noncontrolling shares of any
corporation whose shares are listed on a recognized stock exchange or traded in
an over-the-counter market, even though such corporation may be a competitor of
the Company or any subsidiary specified above, shall not be deemed as
constituting a financial interest in such competitor. This covenant shall
survive the termination of this Agreement.
7. Confidential Information.
(a) Defined. "Confidential Information" shall mean ideas, information,
knowledge and discoveries, whether or not patentable, that are not generally
known in the trade or industry and about which the Executive has knowledge as a
result of his employment with the Company, including without limitation defense
product engineering information, marketing, sales, distribution, pricing and bid
process information, product specifications, manufacturing procedures, methods,
business plans, marketing plans, internal memoranda, formulae, trade secrets,
know-how, research and development and other confidential technical or business
information and data. Confidential Information shall not include any information
that the Executive can demonstrate is in the public domain by means other than
disclosure by the Executive.
(b) Nondisclosure. For a period of five years after the termination of
the Executive's active employment with the Company (whether such termination
occurs before or after the expiration of the term of this Agreement) and
indefinitely thereafter in respect of any Confidential Information that
constitutes a trade secret or other information protected by law, the Executive
will keep confidential and protect all Confidential Information known to or in
the possession of the Executive, will not disclose any Confidential Information
to any other person and will not use any Confidential Information, except for
use or disclosure of Confidential Information for the exclusive benefit of the
Company as it may direct or as necessary to fulfill the Executive's continuing
duties as an employee of the Company. This Section 7(b) shall not, however, be
construed to prohibit competition by Executive for a longer time or in a broader
territory than that specified in Section 6.
(c) Return of Property. All memoranda, notes, records, papers, tapes,
disks, programs or other documents or forms of documents and all copies thereof
relating to the operations or business of the Company or any of its subsidiaries
that contain Confidential Information, some of which may be prepared by the
Executive, and all objects associated therewith in any way obtained by him shall
be the property of the Company. The Executive shall not, except for the use of
the Company or any of its subsidiaries, use or duplicate any such documents or
objects, nor remove them from facilities and premises of the Company or any
subsidiary, nor use any information concerning them except for the benefit of
the Company or any subsidiary, at any time. The Executive will deliver all of
the aforementioned documents and objects, if any, that may be in his possession
to the Company at any time at the request of the Company.
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8. Termination.
(a) By the Company for Cause. The Company may terminate this Agreement
for Cause at any time. For the purposes of this Agreement, "Cause" shall mean
any of the following: (i) theft, dishonesty, fraudulent misconduct, disclosure
of trade secrets, gross dereliction of duty or other grave misconduct on the
part of the Executive that is substantially injurious to the Company; (ii) the
Executive's willful act or omission that he knew would have the effect of
materially injuring the reputation, business or prospects of the Company; (iii)
the Executive's conviction of a felony, as evidenced by a binding and final
judgment, order or decree of a court of competent jurisdiction; (iv) the
Executive's consent to an order of the Securities and Exchange Commission for a
violation of the federal securities laws; (v) the Executive's repeated and
demonstrated failure to perform material duties in a competent and efficient
manner which failure is not due to illness or disability of the Executive; (vi)
a petition under the federal bankruptcy laws or any state insolvency law was
filed by or against, or a receiver was appointed by a court for the property of,
the Executive; or (vii) the Executive's failure to file timely required federal
or state income tax returns and to pay related taxes. Notwithstanding the
foregoing, the Executive shall not be deemed to have been terminated for Cause
unless and until there shall have been delivered to the Executive (A) a copy of
a resolution, duly adopted by the affirmative vote of not less than a majority
of the entire membership of the Board of Directors of the Company (excluding the
Executive) at a meeting of the Board of Directors called and held for the
purpose (after reasonable notice to the Executive and an opportunity for him,
together with his counsel, to be heard before the Board of Directors), finding
that in the good faith opinion of the Board of Directors conduct of the
Executive met one of the standards set forth in any of clauses (i) through (vii)
of the preceding sentence and specifying the particulars thereof and (B) an
affidavit sworn to by the Secretary of the Company stating that such resolution
was in fact adopted by the affirmative vote of not less than a majority of the
entire membership of the Board of Directors (excluding the Executive). If the
Company terminates this Agreement for Cause, then the Executive shall forfeit
his right to any and all benefits (other than vested fringe benefits and accrued
vested Supplemental Retirement Benefits described in Section 11) he would
otherwise been entitled to receive under this Agreement.
(b) By the Company without Cause. The Company may terminate this
Agreement without Cause at any time, subject to the terms of Section 9.
(c) By the Executive for Good Reason. The Executive may terminate this
Agreement for Good Reason at any time, subject to the terms of Section 9. For
the purposes of this Agreement, "Good Reason" shall mean a material breach by
the Company of the terms and conditions of this Agreement.
(d) By the Executive without Good Reason. The Executive may terminate
this Agreement without Good Reason at any time upon 90 days' prior written
notice to the Company.
9. Continuing Liability. If this Agreement is terminated by the Company
pursuant to Section 8(b) or by the Executive pursuant Section 8(c), then the
Company shall have continuing liability to the Executive for the Base Salary and
fringe benefits provided in this
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Agreement, and payments described in subsection 9(a) in lieu of bonus, for the
remaining term of this Agreement as if this Agreement had not been terminated
pursuant to Section 8(b) or Section 8(c), in which event:
(a) The Company shall pay to the Executive on the last day of each
fiscal year during such remaining term commencing after such termination occurs
an amount equal to the average of the bonuses paid or payable to the Executive
by the Company with respect to the three fiscal years of the Company preceding
the date of termination of this Agreement (it being understood that, if no bonus
was paid or payable as to any year during such three-year period, then the bonus
for that year will be zero (0) for purposes of calculating such average);
provided, however, that if the Executive will not receive a bonus with respect
to the fiscal year in which such termination occurs under the bonus plan then in
effect solely as a result of the Executive's termination, then the Executive
shall also receive a payment pursuant to this subsection (a) with respect to the
fiscal year in which such termination occurs; and
(b) The Company shall provide the Executive with fringe benefits, but
in no event shall fringe benefits be reduced in type or amount from the level of
fringe benefits being received by the Executive as of the date of termination of
this Agreement.
Notwithstanding the foregoing, if the Executive terminates this Agreement
pursuant to Section 8(c), then the Board of Directors of the Company shall have
the right to determine in good faith that there has not been Good Reason for
termination by the Executive pursuant to Section 8(c). In the event of such
determination, the Executive shall be deemed to have voluntarily resigned
without Good Reason pursuant to Section 8(d).
If this Agreement is terminated by the Company pursuant to Section 8(b)
or by the Executive pursuant to Section 8(c), then, at the request of the Board
of Directors of the Company (or any person to whom the Board of Directors
delegates this responsibility), the Executive agrees personally to provide the
Company such consulting services as the Company may reasonably request during
the remaining term of this Agreement as if this Agreement had not been
terminated pursuant to Section 8(b) or Section 8(c). The Executive and the
Company shall mutually agree to the timing of the performance of any consulting
services, and the Executive and the Company are obligated to act in good faith
to reach agreement as to such timing. The Executive agrees to maintain detailed
records of the consulting services performed and the amount of time utilized in
the performance of such services, and to provide such time records in writing to
the Company on a periodic basis, not less frequently than monthly.
10. Disability. If the Executive becomes totally disabled within the
meaning of the LTD Program and the Executive is not paid Base Salary pursuant to
Section 3(a), then the Executive shall be entitled to receive benefits under the
LTD Program or otherwise in an aggregate amount equal to sixty percent (60%) of
the Base Salary then in effect for so long as benefits would otherwise continue
under the terms of the LTD Program.
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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 62. 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, has the meaning assigned to it by
the Funded Plan on October 1, 1998, except 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 eighteen (18) 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 December 31, 1997,
to the date of termination of employment.
(2) Denominator: eighteen (18).
(b) Supplemental Retirement Benefit Amount. Upon commencement of
receipt by the Executive of benefit payments under the Funded Plan the Executive
shall be
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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 80.00%
5 86.67%
4 93.33%
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.
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(f) Funding Upon Change in Control of the Company. In the event of a
Change in Control of the Company as defined in the Executive's Key Executive
Employment and Severance Agreement or "KEESA," the Company shall establish and
fund with cash or marketable securities an irrevocable grantor trust (also known
as a "rabbi trust") for the sole purpose of holding assets equal in value to the
then present value of the Executive's accrued Supplemental Retirement Benefit
and distributing such assets as their payment becomes due. Present value for
this purpose 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.
12. Annual Physical. At the Company's expense, the Executive shall have
an annual physical examination performed by a physician whom the Executive
reasonably chooses for the purpose of determining whether the Executive's health
will permit the Executive to carry out his duties as the Chief Executive Officer
of the Company. The Executive shall direct such physician to provide the
Committee annually with a copy of such physician's complete report, a letter
from such physician or other communication the contents of which confirm to the
Committee's reasonable satisfaction the Executive's fitness to carry out his
duties as the Chief Executive Officer.
13. Successors.
(a) This Agreement is personal to the Executive and without the prior
written consent of the Company shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution. This Agreement
shall inure to the benefit of and be enforceable by the Executive's legal
representatives.
(b) This Agreement shall inure to the benefit of and be binding upon
the Company and its successors.
14. Miscellaneous.
(a) Severability. This Agreement is to be governed by and construed
according to the laws of the State of Wisconsin. If any provision of this
Agreement shall be held invalid and unenforceable for any reason whatsoever,
such provision shall be deemed deleted and the remainder of the Agreement shall
be valid and enforceable without such provision.
(b) Amendments. This Agreement may be modified only in writing signed
by the parties hereto.
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(c) Notices. All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:
(i) If to the Executive:
Xxxxxx X. Xxxx
0000 Xxxxxxx Xxxx
Xxxxxxx, XX
(ii) If to the Company:
Oshkosh Truck Corporation
0000 Xxxxxx Xxxxxx
P. O. Xxx 0000
Xxxxxxx, XX 00000-0000
Attn: Corporate Secretary
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notices and communications shall be effective
when personally delivered or on the second business day following the day on
which such item was mailed.
(d) Entire Agreement. This Agreement contains the entire understanding
between the Company and the Executive with respect to the subject matter hereof,
except for the following additional agreements between the Company and the
Executive:
(i) Key Executive Employment and Severance Agreement
(the "KEESA"); and
(ii) Any stock option agreement under the Company's
1990 Incentive Stock Plan, as amended.
Anything in this Agreement to the contrary notwithstanding, in the event of a
Change in Control of the Company (as defined in the KEESA) at a time that the
KEESA is in effect, then the rights and obligations of the Company and the
Executive in respect of the Executive's employment shall be determined in
accordance with the KEESA rather than under this Agreement, provided, however,
that the rights and obligations of the Company and the Executive described in
Section 11 hereof shall remain as stated therein.. Nothing contained in this
Agreement shall be deemed to supersede any of the obligations, agreements,
provisions or covenants of the Company or the Executive contained in the KEESA.
(e) Dispute Resolution. All controversies between the Executive and the
Company arising under this Agreement shall be determined by arbitration. Any
arbitration under this Section 14(e) shall be conducted in Oshkosh, Wisconsin,
before the American Arbitration Association, and in accordance with the rules of
such organization. The arbitration award may
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allocate attorneys' fees and expenses as determined by the arbitrator. The award
of the arbitrators, or the majority of them, shall be final, and judgment upon
the award rendered may be entered into any court, state or federal, having
jurisdiction.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the day and year first above written.
OSHKOSH TRUCK CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
Title: Chairman
Attest: /s/ Xxxxxx X. Xxxxxxxxxxx
Title: Assistant Secretary
/s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
