Oshkosh Truck Corporation 2004 Restricted Stock Award Agreement with Participant

Summary

Oshkosh Truck Corporation grants the participant shares of restricted common stock under its 2004 Incentive Stock and Awards Plan. The shares vest in three equal installments over three years, provided the participant remains employed. Unvested shares are forfeited if employment ends, except in cases of death, disability, or retirement, when all unvested shares vest immediately. The participant cannot transfer the shares until they vest but retains voting rights and receives dividends. The agreement also outlines tax withholding obligations related to the award.

EX-10.1 2 cmw927a.htm RESTRICTED STOCK AWARD

OSHKOSH TRUCK CORPORATION
(a Wisconsin corporation)

2004 Incentive Stock and Awards Plan
Restricted Stock Award

[Participant]:

[Participant Address]:

Oshkosh Truck Corporation (the “Company”) and you hereby agree as follows:

You have been granted an award of shares of common stock of the Company constituting Restricted Stock under the Oshkosh Truck Corporation 2004 Incentive Stock and Awards Plan (the “Plan”) with the following terms and conditions:

Grant Date:
Number of Shares of Restricted Stock:
Vesting Schedule:


Number of Shares of Restricted Stock	Vesting Date

One-third of Shares	1st anniversary of Grant Date

One-third of Shares	2nd anniversary of Grant Date

One-third of Shares	3rd anniversary of Grant Date

You will forfeit any shares of Restricted Stock that are not vested as of the date of your termination of employment for reasons other than death, Disability or Retirement. Any shares of Restricted Stock that are not vested will become fully vested at the time you terminate employment as a result of death, Disability or Retirement.

Restrictions on Transferability: You may not sell, transfer, pledge or otherwise alienate or hypothecate any of your shares of Restricted Stock until they are vested.

Issuance of Share Certificates: The Company will issue certificate(s) in your name evidencing your shares of Restricted Stock as soon as practicable following your execution of this Award. In addition to any other legends placed on the certificate(s), such certificate(s) will bear substantially the following legend:

The shares of Stock represented by this certificate are subject to forfeiture, and the sale or other transfer of the shares of Stock represented by this certificate (whether voluntary or by operation of law) is subject to certain restrictions, as set forth in a Restricted Stock Award, dated as of ______________________, by and between Oshkosh Truck Corporation and the registered owner hereof. A copy of such Award may be obtained from the Secretary of Oshkosh Truck Corporation.

Upon the vesting of shares of Restricted Stock, you will be entitled to a new certificate(s) for the Shares that have vested, without the foregoing legend, upon making a request for such certificate to the Secretary of the Company.

Voting Rights and Dividends: While the shares of Restricted Stock are subject to forfeiture, you may exercise full voting rights and will receive all dividends and other distributions paid with respect to the Restricted Stock, in each case so long as the applicable record date occurs before you forfeit such Shares. If, however, any such dividends or distributions are paid in Shares, such Shares will be subject to the same risk of forfeiture, restrictions on transferability and other terms of this Award as are the shares of Restricted Stock with respect to which they were paid.

Tax Withholding: To the extent that the receipt of the Restricted Stock or the vesting of Restricted Stock results in income to you for federal, state or local income tax purposes, you shall deliver to the Company at the time the Company is obligated to withhold taxes in connection with such receipt or vesting, as the case may be, such amount as the Company requires to meet its withholding obligation under applicable tax laws or regulations, and if you fail to do so, the Company has the right and authority to deduct or withhold from other compensation payable to you an amount sufficient to satisfy its withholding obligations. If you do not make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, in connection with this Award, you may satisfy the withholding requirement, in whole or in part, by electing to deliver to the Company that number of shares of Restricted Stock (that would otherwise be vested on the date the tax is determined) having an aggregate Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that the Company must withhold in connection with the vesting of such Shares. Your election must be irrevocable, in writing, and submitted to the Secretary on or before the applicable vesting date. The Fair Market Value of any fractional Share not used to satisfy the withholding obligation (as determined on the date the tax is determined) will be paid to you in cash.

This Award is granted under and governed by the terms and conditions of the Plan. Additional provisions regarding your award of Restricted Stock and definitions of capitalized terms used and not defined in this Award can be found in the Plan, a copy of which is attached hereto.

IN WITNESS WHEREOF, the Company has caused this Award to be duly executed, and you have executed this Award Agreement, all as of the Grant Date stated above.

	OSHKOSH TRUCK CORPORATION
	By: ________________________________
	Robert G. Bohn
	Chairman, President and
	Chief Executive Officer
	Accepted:
	By: ________________________________
	Participant Name [Typed]