0001047469-10-000285 Sample Contracts

GENERAC HOLDINGS INC. [ ] Shares of Common Stock Underwriting Agreement
Underwriting Agreement • January 25th, 2010 • Generac Holdings Inc. • Motors & generators • New York
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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 25th, 2010 • Generac Holdings Inc. • Motors & generators • Wisconsin

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of , 2010 (the “Effective Date”), between GENERAC POWER SYSTEMS, INC. (the “Company”) and Aaron Jagdfeld (“Executive”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • January 25th, 2010 • Generac Holdings Inc. • Motors & generators

THIS AMENDMENT (“Amendment”) dated as of , 2010, is entered into by and between Generac Power Systems, Inc. (the “Company”) and Dawn Tabat (“Executive”).

GENERAC POWER SYSTEMS, INC. P.O. Box 295 Waukesha, Wisconsin 53187
Generac Power • January 25th, 2010 • Generac Holdings Inc. • Motors & generators • Wisconsin

This letter confirms our agreement relating to your separation from employment with Generac Power Systems, Inc. (the “Company”).

CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • January 25th, 2010 • Generac Holdings Inc. • Motors & generators • Wisconsin

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (the “Agreement”) is dated as of January 14, 2010 (the “Effective Date”), by and among Generac Power Systems, Inc. (the “Company”) and (the “Executive”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 25th, 2010 • Generac Holdings Inc. • Motors & generators • Wisconsin

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [ ], 2010 between GENERAC POWER SYSTEMS, INC., a Wisconsin corporation (the “Company”), and [ ] (“Indemnitee”). Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 14.

Generac Holdings Inc. 2010 Equity Incentive Plan RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • January 25th, 2010 • Generac Holdings Inc. • Motors & generators • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Award Agreement”) is made effective as of the day of , 2010 (the “Date of Grant”), between Generac Holdings Inc., a Delaware corporation (the “Company”), and (the “Participant”):

INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 25th, 2010 • Generac Holdings Inc. • Motors & generators • Wisconsin

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [ ], 2010 between GENERAC POWER SYSTEMS, INC., a Wisconsin corporation (the “Company”), and [ ] (“Indemnitee”). Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 14.

Generac Holdings Inc. 2010 Equity Incentive Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT
Nonqualified Stock Option Award Agreement • January 25th, 2010 • Generac Holdings Inc. • Motors & generators • Delaware

THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (the “Award Agreement”) is made effective as of the day of , 2010 (the “Date of Grant”), between Generac Holdings Inc., a Delaware corporation (the “Company”), and (the “Participant”):

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