Exhibit 10.1 



OSHKOSH TRUCK
CORPORATION  
(a Wisconsin corporation)  



2004 Incentive Stock
and Awards Plan 
    Non-Employee Director 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 you cease to be a member of the Board
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 cease to be a member of the
Board (within the meaning of Plan Section 16(b)) 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. 







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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. 



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]














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