exv10wjj






EXHIBIT JJ




	 	 	 	 	 
	

	 	 
	 	 






Jennifer L. Sherman

Senior VP, Human Resources, General Counsel & Secretary

1415 W. 22nd Street, Oak Brook, Illinois 60523-2004

Phone 630-954-2026

Fax 866-229-4459

jsherman@federalsignal.com

www.federalsignal.com




November 10, 2008               




SENT VIA UPS AND E-MAIL TO: wgbarker@aol.com




Mr. Bill Barker

1612-A North Mohawk Street

Chicago, IL 60614




Dear Bill:



It is with great pleasure that we present you with the following offer of employment in the
position of Senior Vice President, Chief Financial Officer, reporting to William Osborne, CEO,
Federal Signal Corporation. We are looking forward to the addition of your expertise to our
leadership team.



To follow please find the specific elements of this offer as they relate to compensation and
benefits:





	1)	 	Base Salary: Your base salary will be $325,000 per year paid semi-monthly. You
will also be considered for a merit-based annual salary compensation
change
beginning in March 2009.
	 
	2)	 	Management Incentive Bonus Plan: Starting in 2008, you will be eligible to
participate in our bonus program in which your target annual cash incentive will
be 60% of your base salary with the maximum set at 120% of your base salary.
Your incentive compensation will be based on the year over year growth in
Economic Value of the Corporation. This will be prorated based on your start
date. Bonus payments are subject to the approval of the executive management
and generally occur in February.
	 
	 	 	Short Term Incentive Bonus Plan: Starting in 2009 you will be eligible to
participate in our bonus program in which your target annual cash incentive will be 60% of
your base salary with the maximum set at 120% of your base salary. The terms of the
proposal plan are attached. Bonus payments are subject to the approval of executive
management and generally occur in February.






 









 






	3)	 	Car Allowance: You will receive a monthly car
allowance in the amount of $950,
in accordance with company policies and procedures.
	 
	4)	 	Long-Term Incentive: You will receive a stock option grant valued at $25,000,
subject to the Board of Director’s approval. Under our stock option program you
will vest on a graded scale over three years and benefit from any appreciation in
price upon exercise.
	 
	 	 	In addition, you will receive a restricted stock grant of shares valued at $25,000, also
subject to the Board of Director’s approval. Under our restricted stock program you vest
at 100% after three years, receiving the shares when they vest.
	 
	 	 	Receipt of these shares is contingent upon your signing a non-compete agreement. You
will be eligible for future annual Long-Term Incentives.
	 
	5)	 	Vacation Time: Your vacation accrual is based on the calendar year (prorated for
balance of 2008). You will receive 4 weeks of vacation annually
starting in 2009.
	 
	6)	 	Benefits: You will be eligible for the benefit coverage outlined on the Summary
Sheet provided. Medical coverage begins on the first of the month
after
employment.
	 
	 	 	In addition, you will be eligible to participate in the non-qualified Savings Restoration
Plan.
	 
	7)	 	Severance: You will be eligible to participate in the Federal Signal Executive
General Severance Plan as a Tier 1 Executive. A copy of this plan is
attached for
your review.
	 
	8)	 	Change in Control: You will be eligible to enter into a Change in Control
Agreement in the form attached hereto as Exhibit A which will be effective
through December 4, 2008, or until the next meeting of the Compensation and
Benefits Committee, whichever date is the later to occur. Upon the expiration of
the Agreement, you will receive an amended and restated form of Change in
Control Agreement, identical to the amended and restated Change in Control
agreements which are provided for all other Tier 1 employees of the Company.




Should you decide to accept this offer of employment, your employment will be considered employment
“at will”. This means either you or the Company may choose to end the employment relationship at
any time with or without cause. This offer is not, nor shall it be construed to be, a contract of
employment between you and Federal Signal Corporation. This offer of employment is expressly
contingent upon your successfully passing a drug and/or alcohol screen, our obtaining a favorable
background check, and your signing a Confidentiality Agreement. Please contact Peg Senese at
630-954-2031 to make arrangements for these prerequisites.



Bill, I look forward to your joining the Federal Signal team. We hope you will accept this offer
and if so, we would like you to start your new responsibilities on a mutually agreeable date.




 









 




If you accept this offer, please sign one of the copies of this letter and return it to me. If you
have any questions about this offer, please call me at 630-954-2026.




Best regards,






Jennifer L. Sherman

Sr. Vice President, Human Resources, General Counsel and Secretary

Federal Signal Corporation




Enclosures:

Severance Plan

Benefits Summary

Change In Control

Short Term Incentive Bonus Plan




Acceptance:




I accept this offer as described above.




	 	 	 	 	 
	/s/ Bill Barker

	 	11/12/08	 	 
	 

Bill Barker

	 	 

Date