KEY EXECUTIVE
EMPLOYMENT AND SEVERANCE AGREEMENT 



        THIS
AGREEMENT, made and entered into as of the 14th day of July, 2008, by and between Oshkosh
Corporation, a Wisconsin corporation (hereinafter referred to as the “Company”),
and ________________________  (hereinafter referred to as the “Executive”). 



W I T N E S S E T H : 



        WHEREAS,
the Executive is employed by the Company and/or a subsidiary of the Company in a key
executive capacity, and the Executive’s services are valuable to the conduct of the
business of the Company; 



        WHEREAS,
the Board of Directors of the Company (the “Board”) recognizes that
circumstances may arise in which a change in control of the Company occurs, through
acquisition or otherwise, thereby causing uncertainty about the Executive’s future
employment with the Company and/or any such subsidiary without regard to the
Executive’s competence or past contributions, which uncertainty may result in the
loss of valuable services of the Executive to the detriment of the Company and its
shareholders, and the Company and the Executive wish to provide reasonable security to the
Executive against changes in the Executive’s relationship with the Company in the
event of any such change in control; 



        WHEREAS,
the Company and the Executive are desirous that any proposal for a change in control or
acquisition of the Company will be considered by the Executive objectively and with
reference only to the best interests of the Company and its shareholders; 



        WHEREAS,
the Executive will be in a better position to consider the Company’s best interests
if the Executive is afforded reasonable security, as provided in this Agreement, against
altered conditions of employment that could result from any such change in control or
acquisition; and 



        WHEREAS,
as a further basis for the Company to enter into this Agreement, simultaneous with the
Company’s execution of this Agreement, the Executive is entering into a
Confidentiality and Loyalty Agreement in favor of the Company (the “Confidentiality
Agreement”). 



        NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements
hereinafter set forth, the parties hereto mutually covenant and agree as follows: 












        1.    Definitions.
The following terms are used in this Agreement as defined in Exhibit A:  




	409A Affiliate	Change in Control	Normal Retirement Date
	Act	Code	Notice of Termination
	Accrued Benefits	Covered Termination	Person
	Affiliate and Associate	Effective Date	Prime
	Annual Cash Compensation	Employer	Separation from Service
	Cause	Good Reason	Termination Date
			Termination of Employment






        2.    
Termination or Cancellation Prior to the Effective Date. The Company and
                    the Executive shall each retain the right to terminate the employment
of the                     Executive at any time prior to the Effective Date. If the
Executive’s                     employment is terminated prior to the Effective
Date, then this Agreement shall                     be terminated and cancelled and of no
further force or effect, and any and all                     rights and obligations of
the parties hereunder shall cease. In addition, this                     Agreement shall
terminate upon the Executive ceasing to be an officer of the                     Company
and its Affiliates prior to a Change in Control unless the Executive can
                    reasonably demonstrate that such change in status occurred under
circumstances                     described in clause (iii)(B)(1) or (iii)(B)(2) of the
definition of                     “Effective Date” in Exhibit A.  




        3.    
Employment Period. If the Executive is employed by the Employer on the
                    Effective Date, then the Company will, or will cause the Employer to,
continue                     thereafter to employ the Executive during the Employment
Period (as hereinafter                     defined), and the Executive will remain in the
employ of the Employer, in                     accordance with and subject to the terms
and provisions of this Agreement. For                     purposes of this Agreement, the
term “Employment Period” means a                     period (i) commencing on
the Effective Date, and (ii) ending at 11:59 p.m.                     Oshkosh Time on the
earlier of the second anniversary of such date or the                     Executive’s
Normal Retirement Date.  




        4.    
Duties. During the Employment Period, the Executive shall, in the most
                    significant capacities and positions held by the Executive at any
time during                     the 180-day period preceding the Effective Date or in
such other capacities and                     positions as may be agreed to by the
Company and the Executive in writing,                     devote the Executive’s
best efforts and all of the Executive’s                     business time, attention
and skill to the business and affairs of the Employer,                     as such
business and affairs now exist and as they may hereafter be conducted.  




        5.    
Compensation. During the Employment Period, the Executive shall be
                    compensated as follows:  




            (a)    
                    The Executive shall receive, at reasonable intervals (but not less
often than                     monthly) and in accordance with such standard policies as
may be in effect                     immediately prior to the Effective Date, an annual
base salary in cash                     equivalent of not less than twelve times the
Executive’s highest monthly                     base salary for the twelve-month
period immediately preceding the month in which                     the Effective Date
occurs or, if higher, an annual base salary at the rate in                     effect
immediately prior to the Effective Date (determined prior to any
                    reduction for amounts deferred under Section 401(k) of the Code or
otherwise, or                     deducted pursuant to a cafeteria plan or qualified
transportation fringe benefit                     under Sections 125 and 132(f) of the
Code), subject to upward adjustment as                     hereinafter provided in
Section 6 (such salary amount as adjusted upward from                     time to time is
hereafter referred to as the “Annual Base Salary”).  




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            (b)    
                    The Executive shall receive perquisites at least equal in value to
those                     provided for the Executive at any time during the 180-day
period immediately                     preceding the Effective Date or, if more favorable
to the Executive, those                     provided generally at any time after the
Effective Date to any executives of the                     Company and its Affiliates of
comparable status and position to the Executive.                     The Executive shall
be reimbursed, at such intervals and in accordance with such                     standard
policies that are most favorable to the Executive that were in effect
                    at any time during the 180-day period immediately preceding the
Effective Date                     or, if more favorable to the Executive, those provided
generally at any time                     after the Effective Date to any executives of
the Company and its Affiliates of                     comparable status and position to
the Executive, for any and all monies advanced                     in connection with the
Executive’s employment for reasonable and necessary                     expenses
incurred by the Executive on behalf of the Company, including travel
                    expenses.  




            (c)    
                    The Executive and/or the Executive’s family, as the case may be,
shall be                     included, to the extent eligible thereunder (which
eligibility shall not be                     conditioned on the Executive’s salary
grade or on any other requirement                     that excludes executives of the
Company and its Affiliates of comparable status                     and position to the
Executive unless such exclusion was in effect for such plan                     or an
equivalent plan on the date 180 days prior to the Effective Date), in any
                    and all welfare benefit plans, practices, policies and programs
providing                     benefits for the Company’s salaried employees in
general or, if more                     favorable to the Executive, to any executives of
the Company and its Affiliates                     of comparable status and position to
the Executive, including but not limited to                     group life insurance,
hospitalization, medical and dental plans; provided, that, (i) in no event
shall the aggregate level of                     benefits under such plans, practices,
policies and programs in which the                     Executive is included be less than
the aggregate level of benefits under plans,                     practices, policies and
programs of the type referred to in this Section                     5(c) in which
the Executive was participating at any time during the 180-day                     period
immediately preceding the Effective Date and (ii) in no event shall
                    the aggregate level of benefits under such plans, practices, policies
and                     programs be less than the aggregate level of benefits under
plans, practices,                     policies and programs of the type referred to in
this Section 5(c)                    provided at any time after the Effective
Date to any executive of the Company                     and its Affiliates of comparable
status and position to the Executive.  




            (d)    
                    The Executive shall annually be entitled to not less than the amount
of paid                     vacation and not fewer than the number of paid holidays to
which the Executive                     was entitled annually at any time during the
180-day period immediately                     preceding the Effective Date or such
greater amount of paid vacation and number                     of paid holidays as may be
made available annually to the Executive or any other                     executive of
the Company and its Affiliates of comparable status and position to
                    the Executive at any time after the Effective Date.  




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            (e)    
                    The Executive shall be included in all plans providing additional
benefits to                     any executives of the Company and its Affiliates of
comparable status and                     position to the Executive, including but not
limited to deferred compensation,                     retirement, stock option, stock
appreciation, stock bonus and similar or                     comparable plans; provided,
that, (i) in no event shall the                     aggregate level of
benefits under such plans be less than the aggregate level of
                    benefits under plans of the type referred to in this Section 5(e) in
                    which the Executive was participating at any time during the 180-day
period                     immediately preceding the Effective Date; (ii) in no
event shall the                     aggregate level of benefits under such plans be less
than the aggregate level of                     benefits under plans of the type referred
to in this Section 5(e)                    provided at any time after the
Effective Date to the Executive or any executive                     of the Company and
its Affiliates of comparable status and position to the                     Executive;
and (iii) the Company’s obligation to include the Executive
                    in bonus or incentive compensation plans shall be determined by Section 5(f).  




            (f)    
                    To assure that the Executive will have an opportunity to earn
incentive                     compensation after the Effective Date, the Executive shall
be included in a                     bonus plan of the Company that shall satisfy the
standards described below (the                     “Bonus Plan”). Bonuses under
the Bonus Plan shall be payable with                     respect to achieving such
financial or other goals reasonably related to the                     business of the
Company, including the Employer, as the Company shall establish                     (the
“Goals”), all of which Goals shall be attainable, prior to the
                    end of the Employment Period, with approximately the same degree of
probability                     as the goals under the Company’s bonus plan or plans
in the form most                     favorable to the Executive that was in effect at any
time during the 180-day                     period prior to the Effective Date (the “Existing
Plan”) and in view                     of the Company’s existing and projected
financial and business                     circumstances applicable at the time. The
amount of the bonus (the “Bonus                     Amount”) that the Executive
is eligible to earn under the Bonus Plan shall                     be no less than the
amount of the Executive’s highest maximum potential                     award under
the Existing Plan at any time during the 180-day period prior to the
                    Effective Date or, if higher, any maximum potential award under the
Bonus Plan                     or any other bonus or incentive compensation plan in
effect after the Effective                     Date for the Executive or for any
executive of the Company and its Affiliates of                     comparable status and
position to the Executive (such bonus amount herein                     referred to as
the “Maximum Bonus”), and if the Goals are not achieved
                    (and, therefore, the entire Maximum Bonus is not payable), then the
Bonus Plan                     shall provide for a payment of a Bonus Amount not less
than a portion of the                     Maximum Bonus reasonably related to that
portion of the Goals that were                     achieved. Payment of the Bonus Amount
(i) shall be in cash, unless otherwise                     agreed by the Executive, and
(ii) shall not be affected by any circumstance                     occurring subsequent
to the end of the Employment Period, including termination                     of the
Executive’s employment.  




        6.    
Annual Compensation Adjustments. During the Employment Period, the Chief
                    Executive of the Company will consider and appraise, at least
annually, the                     contributions of the Executive to the Company, and in
accordance with the                     Company’s practice prior to the Effective
Date, due consideration shall be                     given, at least annually, to the
upward adjustment of the Executive’s                     Annual Base Salary (i)
commensurate with increases generally given to other                     executives of
the Company and its Affiliates of comparable status and position                     to
the Executive, and (ii) as the scope of the Company’s operations or the
                    Executive’s duties expand.  



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        7.    
Termination During Employment Period.  




            (a)    
Right to Terminate. During the Employment Period, (i) the Company
                    shall be entitled to terminate the Executive’s employment (A) for
                    Cause, (B) by reason of the Executive’s disability pursuant
to Section 11, or (C) for any other reason, and (ii) the Executive
                    shall be entitled to terminate the Executive’s employment for
any reason.                     Any such termination shall be subject to the procedures
set forth in Section                     12 and shall be subject to any
consequences of such termination set forth in                     this Agreement. Any
termination of the Executive’s employment during the                     Employment
Period by the Employer shall be deemed a termination by the Company
                    for purposes of this Agreement.  




            (b)    
Termination for Cause or Without Good Reason. If there is a Covered
                    Termination for Cause or due to the Executive’s voluntarily
terminating the                     Executive’s employment other than for Good
Reason, then the Executive shall                     be entitled to receive only Accrued
Benefits.  




            (c)    
Termination Giving Rise to a Termination Payment. If there is a Covered
                    Termination by the Executive for Good Reason, or by the Company other
than by                     reason of (i) death, (ii) disability pursuant to Section 11,
or (iii)                     Cause, and provided that the Executive signs a full release
of claims in form                     and substance acceptable to the Company, then the
Executive shall be entitled to                     receive, and the Company shall
promptly pay, Accrued Benefits and, in lieu of                     further base salary
for periods following the Termination Date, as liquidated                     damages and
severance pay and in consideration of the covenants of the Executive
                    set forth in the Confidentiality Agreement, the Termination Payment
pursuant to Section 8(a).  




        8.    
Payments Upon Termination.  




            (a)    
Termination Payment.  




	 	        (i)    
                    The “Termination Payment” shall be an amount equal to the
Annual Cash                     Compensation multiplied by the number of years or
fractional portion thereof                     remaining in the Employment Period
determined as of the Termination Date, except                     that the Termination
Payment shall not be less than the amount of the Annual                     Cash
Compensation. Subject to Section 8(a)(ii), the Termination Payment
                    shall be paid to the Executive in cash equivalent on the first day of
the                     seventh month following the month in which the Executive’s
Separation from                     Service occurs and shall be accompanied by an
interest payment calculated at                     Prime, such rate to be determined on
the Termination Date, compounded quarterly.                     Such lump sum payment
shall not be reduced by any present value or similar                     factor, and the
Executive shall not be required to mitigate the amount of the
                    Termination Payment by securing other employment or otherwise, nor
will such                     Termination Payment be reduced by reason of the Executive
securing other                     employment or for any other reason. The Termination
Payment shall be in lieu of                     any other severance payments to which the
Executive is entitled under the                     Severance policies and practices of
the Company and/or any subsidiary of the                     Company.  







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	 	        (ii)    
                    It is a condition of payment of the Termination payment that the
Executive                     deliver a full release to the Company not earlier than the
first date that the                     Company may make such payment without causing an
additional tax to be paid under                     Section 409A of the Code. If payment
of the Termination Payment is not completed                     within 30 days after the
effectiveness of the full release, the Company shall                     also pay
interest from such effectiveness to the date of payment at the rate of
                    interest announced by U. S. Bank, National Association,
Milwaukee,                     Wisconsin, or its successors, from time to time as its
prime or base lending                     rate.  







            (b)    
Certain Code Consequences.  




	 	        (i)    
                    Notwithstanding any other provision of this Agreement, if any portion
of the                     Termination Payment or any other payment under this Agreement
(including any                     Section 409A Gross-Up Payment under Section 8(b)(v)),
or under any other                     agreement with or plan of the Company or the
Employer, including, without                     limitation, the Oshkosh Corporation 1990
Incentive Stock Plan, the Oshkosh                     Corporation 2004 Incentive Stock
and Awards Plan, and any subsequently adopted                     equity incentive plan
(the “Incentive Stock Plans”) or any stock                     option agreement
(the “Stock Option Agreements”) between the Company                     and the
Executive entered into pursuant to an Incentive Stock Plan (in the
                    aggregate “Total Payments”), would constitute an “excess
                    parachute payment,” then the Total Payments to be made to the
Executive                     shall be reduced such that the value of the aggregate Total
Payments that the                     Executive is entitled to receive shall be One
Dollar ($1.00) less than the                     maximum amount that the Executive may
receive without becoming subject to the                     tax imposed by Section 4999
of the Code (or any successor provision) or that the                     Company may pay
without loss of deduction under Section 280G of the Code (or any
                    successor provision). If the provisions of Sections 280G and 4999 (or
any                     successor provisions) are repealed without succession, then this
Section                     8(b)(i) shall be of no further force and effect.  







6 











	 	        (ii)    
                    For purposes of this Agreement, the terms “excess parachute
payment”                    and “parachute payments” shall have the
meanings assigned to them in                     Section 280G of the Code (or any
successor provision) and such “parachute                     payments” shall be
valued as provided therein. Present value for purposes                     of this
Agreement shall be calculated in accordance with Section 1274(b)(2) of
                    the Code (or any successor provision). Within 40 days following a
Covered                     Termination or notice by one party to the other of its belief
that there is a                     payment or benefit due the Executive that will result
in an “excess                     parachute payment” as defined in Section 280G
of the Code (or any successor                     provision), the Executive and the
Company, at the Company’s expense, shall                     obtain the opinion
(which need not be unqualified) of nationally recognized tax                     counsel
(the “National Tax Counsel”) selected by the Company’s
                    independent auditors and acceptable to the Executive in the Executive’s
                    sole discretion (which may be regular outside counsel to the
Company), which                     opinion sets forth (A) the amount of the Base Period
Income, (B) the amount and                     present value of Total Payments, and (C)
the amount and present value of any                     excess parachute payments. As
used in this Section 8(b)(ii), the term                     “Base Period
Income” means an amount equal to the Executive’s                     “annualized
includible compensation for the base period” as defined in
                    Section 280G(d)(1) of the Code (or any successor provision). For
purposes of                     such opinion, the value of any noncash benefits or any
deferred payment or                     benefit shall be determined by the Company’s
independent auditors in                     accordance with the principles of Sections
280G(d)(3) and (4) of the Code (or                     any successor provisions), which
determination shall be evidenced in a                     certificate of such auditors
addressed to the Company and the Executive. The                     opinion of the
National Tax Counsel shall be dated as of the Termination Date                     and
addressed to the Company and the Executive and shall be binding upon the
                    Company and the Executive. If such opinion determines that there
would be an                     excess parachute payment, then the Termination Payment
hereunder or any other                     payment or benefit determined by such counsel
to be includable in Total Payments                     shall be reduced or eliminated as
specified by the Executive in writing                     delivered to the Company within
30 days of the Executive’s receipt of such                     opinion or, if the
Executive fails to so notify the Company, then as the Company                     shall
reasonably determine, so that under the bases of calculations set forth in
                    such opinion, there will be no excess parachute payment. If the
National Tax                     Counsel so requests in connection with the opinion
required by this Section                     8(b), the Executive and the Company
shall obtain, at the Company’s                     expense, and the National Tax
Counsel may rely on, in providing the opinion, the                     advice of a firm
of recognized executive compensation consultants as to the
                    reasonableness of any item of compensation to be received by the
Executive                     solely with respect to its status under Section 280G of the
Code (or any                     successor provision) and the regulations thereunder.
Notwithstanding the                     foregoing, the provisions of this Section 8(b),
including the                     calculations, notices and opinions provided for herein,
shall be based upon the                     conclusive presumption that the following are
reasonable: (1) the                     compensation and benefits provided for in Section
5 and (2) any other                     compensation, including but not limited to
the Accrued Benefits, earned prior to                     the Termination Date by the
Executive pursuant to the Company’s                     compensation programs if
such payments would have been made in the future in any                     event, even
though the timing of such payment is triggered by the Change in
                    Control or the Termination Date.  







	 	        (iii)    
                    In the event that, upon any audit by the Internal Revenue Service, or
by a state                     or local taxing authority, of the Total Payments, a change
is finally determined                     to be required in the amount of taxes paid by
the Executive, appropriate                     adjustments shall be made under this
Agreement such that the net amount that is                     payable to the Executive
after taking into account the provisions of Section                     4999 of the Code
shall reflect the intent of the parties as expressed in this Section 8(b), in the
manner determined by the National Tax Counsel. If                     the Company is
required to make a payment to the Executive, then such payment                     shall
be paid following the date of the final determination by a court or the
                    Internal Revenue Service and within 30 days after the date the
Executive                     provides the Company a written request for reimbursement
thereof (accompanied by                     proof of taxes paid), but in no event shall
the reimbursement be made later than                     the end of the calendar year
following the year in which the Executive remits                     the excise tax to
the Internal Revenue Service.  







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	 	        (iv)    
                    The Company will bear all costs associated with the National Tax
Counsel and                     will indemnify and hold harmless the National Tax Counsel
of and from any and                     all claims, damages, and expenses resulting from
or relating to the National Tax                     Counsel’s determinations
pursuant to this Section 8(b), except for                     claims, damages or
expenses resulting from the gross negligence or willful                     misconduct of
such firm.  







	 	        (v)    
                    If any portion of the Termination Payment or any other payment or
benefit (or                     any acceleration of any payment or benefit) made or
provided to the Executive or                     for the Executive’s benefit in
connection with this Agreement or, on or                     after the Effective Date,
the Executive’s employment with the Company or                     the termination
thereof (the “Payments”) are determined to be subject                     to
the interest charges and taxes imposed by Section 409A(a)(1)(B) of the Code,
                    or any state, local, or foreign taxes of a similar nature, or any
interest                     charges or penalties with respect to such taxes (such taxes,
together with any                     such interest charges and penalties, are
collectively referred to as the                     “Section 409A Tax”), then
the Company shall pay the Executive, within                     30 days after the date on
which the Executive provides the Company with a                     written request for
reimbursement thereof (accompanied by proof of taxes paid),                     but in no
event later than the end of the calendar year following the year in
                    which the Executive remits the Section 409A tax to the Internal
Revenue Service,                     an additional amount (the “Section 409A
Gross-Up Payment”). The                     Section 409A Gross-Up Payment shall be
such that the net amount retained by the                     Executive after deduction of
the Section 409A Tax (but not any federal, state,                     or local income tax
or employment tax) and any federal, state, or local income                     tax, or
employment tax upon the payment provided for by this Section 8(b)(v)
                    shall be equal to the Payments. For purposes of determining the
amount of the                     Section 409A Gross-Up Payment, the Executive shall be
deemed to pay federal                     income tax and employment taxes at the highest
marginal rate of federal income                     and employment taxation in the
calendar year in which the Section 409A Gross-Up                     Payment is to be
made and state and local income taxes at the highest marginal                     rate of
taxation in the state and locality of the Executive’s domicile for
                    income tax purposes on the date the Section 409A Gross-Up Payment is
made, net                     of the maximum reduction in federal income taxes that may
be obtained from the                     deduction of such state and local taxes. The
Company and the Executive shall                     reasonably cooperate with each other
in connection with any administrative or                     judicial proceedings
concerning the existence or amount of liability for Section                     409A Tax
with respect to the Payments, and the Executive shall, if reasonably
                    requested by the Company, contest any obligation to pay a Section
409A Tax. If,                     as a result thereof, the Executive receives a tax
refund or credit for any                     Section 409A Tax previously paid with
respect to any Payments, the Executive                     shall return to the Company an
amount equal to such refund or credit.  







        (c)    
Additional Benefits. If there is a Covered Termination and the Executive
                    is entitled to Accrued Benefits and the Termination Payment, then the
Executive                     shall be entitled to the following additional benefits:  




	 	        (i)    
                    Until the earlier of the end of the Employment Period or such time as
the                     Executive has obtained new employment and is covered by benefits
that in the                     aggregate are at least equal in value to the following
benefits, the Executive                     shall continue to be covered, at the expense
of the Company, by the most                     favorable life insurance,
hospitalization, medical and dental coverage and other                     welfare
benefits provided to the Executive and the Executive’s family
                    during the 180-day period immediately preceding the Effective Date or
at any                     time thereafter or, if more favorable to the Executive,
coverage as was required                     hereunder with respect to the Executive
immediately prior to the date Notice of                     Termination is given, subject
to the following:  







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	 	(A) 	If
applicable, following the end of the COBRA continuation period, if such
                    hospitalization, medical or dental coverage is provided under a
health plan that                     is subject to Section 105(h) of the Code, benefits
payable under such health                     plan shall comply with the requirements of
Treasury regulation section                     1.409A-3(i)(1)(iv)(A) and (B) and, if
necessary, the Company shall amend such                     health plan to comply
therewith.  






	 	(B) 	During
the first six months following the Executive’s Separation from
                    Service, the Executive shall pay the Company the cost of any life
insurance                     coverage for the Executive that provides a benefit in
excess of $50,000 under a                     group term life insurance policy. After the
end of such six month period, the                     Company shall make a cash payment
to the Executive (with interest at Prime,                     compounded quarterly) equal
to the aggregate premiums paid by the Executive for                     such coverage,
and thereafter such coverage shall be provided at the expense of                     the
Company for the remainder of the period.  






	 	
If
the Executive is entitled to the Termination Payment pursuant to Section 12(b), then
within ten days following the Change in Control, the Company shall reimburse the Executive
for any COBRA premiums the Executive paid for his or her hospitalization, medical and
dental coverage under COBRA from the Executive’s Termination Date through the date of
the Change in Control. 






	 	        (ii)              The
Executive shall receive, until the end of the second calendar year following
          the calendar year in which the Separation from Service occurs, at the expense
of           the Company, outplacement services, on an individualized basis at a level of
          service commensurate with the Executive’s most senior status with the
          Company during the 180-day period prior to the Effective Date (or, if higher,
at           any time after the Effective Date), provided by a nationally recognized
          executive placement firm selected by the Company with the consent of the
          Executive, which consent will not be unreasonably withheld; provided that the
          cost to the Company of such services shall not exceed 15 percent of the Annual
          Base Salary.  







	 	        (iii)              The
Company shall bear up to $5,000 in the aggregate of fees and expenses of
          consultants and/or legal or accounting advisors (other than the National Tax
          Counsel) engaged by the Executive to advise the Executive as to matters
relating           to the computation of benefits due and payable under this Section 8.  







            (d)    Rabbi
Trust. Prior to or simultaneously with a Change in Control over           which the
Company has control or within three business days of any other Change           in
Control, the Company shall establish an irrevocable grantor trust (also known
          as a “rabbi trust”) for the benefit of the Executive and other
          executives of the Company who are parties to agreements with the Company
similar           to this Agreement for the sole purpose of (i) holding assets equal in
value to           the present value at any time after a Change in Control of the maximum
amount of           benefits to which the Executive may be entitled under Section 8(a)          and
Section 8(b) and to which such other executives may be entitled
          under similar provisions of their respective agreements and (ii) distributing
          such assets as their payment becomes due. Prior to or simultaneously with a
          Change in Control over which the Company has control or within three business
          days of any other Change in Control, the Company shall fund such trust with
cash           or marketable securities having the value described in clause (i). The
Company           shall reasonably calculate the value described in clause (i) assuming
that the           date on which such calculation is made is the Termination Date
applicable to the           Executive and the corresponding date applicable to such other
executives.  



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        9.    Death.  




            (a)              Except
as provided in Section 9(b), in the event of a Covered Termination           due
to the Executive’s death, the Executive’s estate, heirs and
          beneficiaries shall receive all the Executive’s Accrued Benefits through
          the Termination Date.  




            (b)              If
the Executive dies after a Notice of Termination is given (i) by the
          Company or (ii) by the Executive for Good Reason, then the Executive’s
          estate, heirs and beneficiaries shall be entitled to the benefits described in
Section 9(a) and, subject to the provisions of this Agreement, to such
          Termination Payment to which the Executive would have been entitled had the
          Executive lived), except the Termination Payment shall be paid within 90 days
          following the date of the Executive’s death, without interest thereon. For
          purposes of this Section 9(b), the Termination Date shall be the earlier
          of 30 days following the giving of the Notice of Termination, subject to
          extension pursuant to the definition of Termination of Employment, or one day
          prior to the end of the Employment Period.  




        10.    Retirement.
If, during the Employment Period, the Executive and the           Company shall execute
an agreement providing for the early retirement of the           Executive from the
Company, or the Executive shall otherwise give notice that           the Executive is
voluntarily choosing to retire early from the Company, then the           Executive shall
receive Accrued Benefits through the Termination Date; provided, that if
the Executive’s employment is terminated by           the Executive for Good Reason
or by the Company other than by reason of death,           disability or Cause and the
Executive also, in connection with such termination,           elects voluntary early
retirement, then the Executive shall also be entitled to           receive a Termination
Payment pursuant to Section 8(a).  




        11.    Termination
for Disability. If, during the Employment Period, as a result           of the
Executive’s disability due to physical or mental illness or injury
          (regardless of whether such illness or injury is job-related), the Executive
          shall have been absent from the Executive’s duties hereunder on a
full-time           basis for a period of six consecutive months and, within thirty days
after the           Company notifies the Executive in writing that it intends to
terminate the           Executive’s employment (which notice shall not constitute
the Notice of           Termination contemplated below), the Executive shall not have
returned to the           performance of the Executive’s duties hereunder on a
full-time basis, then           the Company may terminate the Executive’s employment
for purposes of this           Agreement pursuant to a Notice of Termination. If the
Executive’s           employment is terminated on account of the Executive’s
disability in           accordance with this Section 11, then the Executive shall
receive Accrued           Benefits and shall remain eligible for all benefits provided by
any long term           disability programs of the Company in effect at the time the
Company sends           notice to the Executive of its intent to terminate pursuant to
this Section.  




10 










        12.    Termination
Notice and Procedure.  




            (a)              Any
termination of the Executive’s employment during the Employment Period           by
the Company or the Executive (other than a termination of the           Executive’s
employment referenced in the second sentence of the definition           of “Effective
Date” in Exhibit A) shall be communicated by           written Notice of
Termination to the Executive, if such Notice is given by the           Company, and to
the Company, if such Notice is given by the Executive, all in           accordance with
the following procedures and those set forth in Section           23:  




	 	        (i)          If
such termination is for disability, Cause or Good Reason, then the Notice of
          Termination shall indicate in reasonable detail the facts and circumstances
          alleged to provide a basis for such termination.  







	 	        (ii)          Any
Notice of Termination by the Company shall have been approved, prior to the
          giving thereof to the Executive, by the Chief Executive Officer of the Company
          as evidenced by a document the Chief Executive Officer has executed, a copy of
          which shall accompany the Notice.  







	 	        (iii)          If
the Notice is given by the Executive for Good Reason, then the Executive may
          cease performing the Executive’s duties hereunder on or after the date 15
          days after the delivery of Notice of Termination (unless the Notice of
          Termination is based upon clause (vii) of the definition of “Good
          Reason” in Exhibit A, in which case the Executive may cease
          performing his duties at the time the Executive’s employment is
terminated)           and shall in any event cease employment on the Termination Date, if
any, arising           from the delivery of such Notice. If the Notice is given by the
Company, then           the Executive may cease performing the Executive’s duties
hereunder on the           date of receipt of the Notice of Termination, subject to the
Executive’s           rights hereunder.  







	 	        (iv)          The
recipient of any Notice of Termination shall personally deliver or mail in
          accordance with Section  23 written notice of any dispute relating to
          such Notice of Termination to the party giving such Notice within fifteen days
          after receipt thereof. After the expiration of such fifteen days, the contents
          of the Notice of Termination shall become final and not subject to dispute.  







Notwithstanding the foregoing,
(A) if the Executive terminates the Executive’s employment after a Change in
Control without complying with this Section 12, then the Executive will be
deemed to have voluntarily terminated the Executive’s employment other than for Good
Reason and deemed to have delivered a written Notice of Termination to that effect to the
Company as of the date of such termination and (B) if the Company or the Employer
terminates the Executive’s employment after a Change in Control without complying
with this Section 12, then the Company will be deemed to have terminated the
Executive’s employment other than by reason of death, disability or Cause and the
Company will be deemed to have delivered a written Notice of Termination to that effect to
the Executive as of the date of such termination. Under circumstances described in clause
(B) above, the Executive may, but shall not be obligated to, also deliver a Notice of
Termination based upon clause (vii) of the definition of “Good Reason” in
Exhibit A for the purpose of subjecting such Notice to Section 12(a)(iv). 




11 









            (b)              If
a Change in Control occurs and the Executive’s employment with the
          Employer terminates (whether by the Company, the Executive or otherwise) within
          180 days prior to the Change in Control, then the Executive may assert that
such           termination is a Covered Termination by sending a written Notice of
Termination           to the Company at any time prior to the first anniversary of the
Change in           Control in accordance with the procedures set forth in this Section
12(b)          and those set forth in Section 23. If the Executive asserts
that the           Executive terminated the Executive’s employment for Good Reason
or that the           Company terminated the Executive’s employment other than for
disability or           Cause, then the Notice of Termination shall indicate in
reasonable detail the           facts and circumstances alleged to provide a basis for
such assertions. The           Company shall personally deliver or mail in accordance
with Section 23          written notice of any dispute relating to such Notice of
Termination to the           Executive within 15 days after receipt thereof. After the
expiration of such 15           days, the contents of the Notice of Termination shall
become final and not           subject to dispute.  




        13.    Confidentiality
Agreement. The obligations of the Executive under the           Confidentiality
Agreement shall remain in force after the Effective Date.  




        14.    Expenses
and Interest. If, after the Effective Date, (i) a dispute           arises with
respect to the enforcement of the Executive’s rights under this           Agreement
or (ii) any legal or arbitration proceeding shall be brought to           enforce or
interpret any provision contained herein or in the Confidentiality           Agreement or
to recover damages for breach hereof or of the Confidentiality           Agreement, in
either case so long as the Executive is not acting in bad faith,           then the
Company shall reimburse the Executive for any reasonable           attorneys’ fees
and necessary costs and disbursements incurred as a result           of such dispute,
legal or arbitration proceeding or tax audit or proceeding           (“Expenses”),
and prejudgment interest on any money judgment or           arbitration award obtained by
the Executive calculated at Prime from the date           that payments to the Executive
should have been made under this Agreement.           Within ten days after the Executive’s
written request therefor (but in no           event later than the end of the calendar
year following the calendar year in           which such Expense is incurred), the
Company shall reimburse the Executive, or           such other person or entity as the
Executive may designate in writing to the           Company, the Executive’s
reasonable Expenses accompanied by an interest           payment at Prime, compounded
quarterly.  




        15.    Payment
Obligations Absolute. The Company’s obligation during and           after the
Employment Period to pay the Executive the amounts and to make the           benefit and
other arrangements provided herein shall be absolute and           unconditional and
shall not be affected by any circumstances, including, without           limitation, any
setoff, counterclaim, recoupment, defense or other right that           the Company may
have against the Executive or anyone else. Except as provided in Section 8(b) and
Section 14, all amounts payable by the Company hereunder           shall be paid
without notice or demand. Each and every payment made hereunder by           the Company
shall be final, and the Company will not seek to recover all or any           part of
such payment from the Executive, or from whomsoever may be entitled           thereto,
for any reason whatsoever.  




12 










        16.    Successors.  




            (a)              If
the Company sells, assigns or transfers all or substantially all of its
          business and assets to any Person or if the Company merges into or consolidates
          or otherwise combines (where the Company does not survive such combination)
with           any Person (any such event, a “Sale of Business”), then the
Company           shall assign all of its right, title and interest in this Agreement as
of the           date of such event to such Person, and the Company shall cause such
Person, by           written agreement in form and substance reasonably satisfactory to
the           Executive, to expressly assume and agree to perform from and after the date
of           such assignment all of the terms, conditions and provisions imposed by this
          Agreement upon the Company. Failure of the Company to obtain such agreement
          prior to the effective date of such Sale of Business shall be a breach of this
          Agreement constituting “Good Reason” hereunder, except that for
          purposes of implementing the foregoing, the date upon which such Sale of
          Business becomes effective shall be deemed the Termination Date. In case of
such           assignment by the Company and of assumption and agreement by such Person,
as           used in this Agreement, “Company” shall thereafter mean such
Person           that executes and delivers the agreement provided for in this Section
16          or that otherwise becomes bound by all the terms and provisions of this
          Agreement by operation of law, and this Agreement shall inure to the benefit
of,           and be enforceable by, such Person. The Executive shall, in the Executive’s
          discretion, be entitled to proceed against any or all of such Persons, any
          Person that theretofore was such a successor to the Company (as defined in the
          first paragraph of this Agreement) and the Company (as so defined) in any
action           to enforce any rights of the Executive hereunder. Except as provided in
this Section 16(a), this Agreement shall not be assignable by the Company.
          This Agreement shall not be terminated by the voluntary or involuntary
          dissolution of the Company.  




            (b)              This
Agreement and all rights of the Executive shall inure to the benefit of and           be
enforceable by the Executive’s personal or legal representatives,
          executors, administrators, heirs and beneficiaries. All amounts payable to the
          Executive under Sections 7, 8, 9, 10, 11 and 14 if the Executive had
          lived shall be paid, in the event of the Executive’s death, to the
          Executive’s estate, heirs and representatives; provided, however,
that the foregoing shall not be construed to modify any terms of           any benefit
plan of the Company, as such terms are in effect on the Effective           Date, that
expressly govern benefits under such plan in the event of the           Executive’s
death.  




        17.    Severability.
The provisions of this Agreement shall be regarded as           divisible, and if any of
said provisions or any part hereof are declared invalid           or unenforceable by a
court of competent jurisdiction, then the validity and           enforceability of the
remainder of such provisions or parts hereof and the           applicability thereof
shall not be affected thereby.  




        18.    Amendment.
This Agreement may not be amended or modified at any time           except by written
instrument executed by the Company and the Executive. However,           at the request
of the Company, the Executive will execute a revised form of this           Agreement
that reflects changes that the Company determines are appropriate to           comply
with regulations under Code Section 409A.  




13 










        19.    Withholding.
The Company shall be entitled to withhold from amounts to be           paid to the
Executive hereunder any federal, state or local withholding or other           taxes or
charges which it is from time to time required to withhold; provided, that the
amount so withheld shall not exceed the minimum           amount required to be withheld
by law. In addition, if prior to the date of           payment of the Termination Payment
hereunder, the Federal Insurance           Contributions Act (FICA) tax imposed under
Sections 3101, 3121(a) and           3121(v)(2), where applicable, becomes due with
respect to any payment or benefit           to be provided hereunder, then the Company
shall provide for an immediate           payment of the amount needed to pay the Executive’s
portion of such tax           (plus an amount equal to the taxes that will be due on such
amount) and the           Executive’s Termination Payment shall be reduced
accordingly. The Company           shall be entitled to rely on an opinion of the
National Tax Counsel if any           question as to the amount or requirement of any
such withholding shall arise.  




        20.    Additional
Section 409A Provisions.  




            (a)              If
any payment amount or the value of any benefit under this Agreement is           required
to be included in the Executive’s income prior to the date such           amount is
actually paid or the benefit provided as a result of the failure of           this
Agreement (or any other arrangement that is required to be aggregated with           this
Agreement under Code Section 409A) to comply with Code Section 409A, then           the
Company shall make a payment to the Executive, in a lump sum, within 90 days
          after the date it is finally determined that the Agreement (or such other
          arrangement that is required to be aggregated with this Agreement) fails to
meet           the requirements of Section 409A of the Code; such payment shall equal the
          amount required to be included in the Executive’s income as a result of
          such failure and shall reduce the amount of payments or benefits otherwise due
          hereunder (other than additional payments to be made by the Company pursuant to
          Section 8(b)).  




            (b)              The
Company and the Executive intend the terms of this Agreement to be in
          compliance with Section 409A of the Code. To the maximum extent permissible,
any           ambiguous terms of this Agreement shall be interpreted in a manner which
avoids           a violation of Section 409A of the Code.  




            (c)              The
Executive acknowledges that to avoid an additional tax on payments that may           be
payable or benefits that may be provided under this Agreement and that
          constitute deferred compensation that is not exempt from Section 409A of the
          Code, the Executive must make a reasonable, good faith effort to collect any
          payment or benefit to which the Executive believes the Executive is entitled
          hereunder no later than 90 days after the latest date upon which the payment
          could have been made or benefit provided under this Agreement, and if the
          payment or benefit is not paid or provided, then the Executive must take
further           enforcement measures within 180 days after such latest date.  




        21.    Certain
Rules of Construction. No party shall be considered as being           responsible
for the drafting of this Agreement for the purpose of applying any           rule
construing ambiguities against the drafter or otherwise. No draft of this
          Agreement shall be taken into account in construing this Agreement. Any
          provision of this Agreement that requires an agreement in writing shall be
          deemed to require that the writing in question be signed by the Executive and
an           authorized representative of the Company. This Agreement supersedes any
prior           Key Executive Employment and Severance Agreement between the Executive
and the           Company.  




14 










        22.    Governing
Law; Resolution of Disputes.  




            (a)              This
Agreement and the rights and obligations hereunder shall be governed by and
          construed in accordance with the internal laws of the State of Wisconsin
          (excluding any choice of law rules that may direct the application of the laws
          of another jurisdiction) except that Section 22(b) shall be
          construed in accordance with the Federal Arbitration Act if arbitration is
          chosen by the Executive as the method of dispute resolution.  




            (b)              Any
dispute arising out of this Agreement or, after the Effective Date, the
          Confidentiality Agreement, shall, at the Executive’s election, be
          determined by arbitration under the rules of the American Arbitration
          Association then in effect (but subject to any evidentiary standards set forth
          in this Agreement), in which case both parties shall be bound by the
arbitration           award, or by litigation. Whether the dispute is to be settled by
arbitration or           litigation, the venue for the arbitration or litigation shall be
Oshkosh,           Wisconsin or, at the Executive’s election, if the Executive is no
longer           residing or working in the Oshkosh, Wisconsin, in the judicial district
          encompassing the city in which the Executive resides; provided, that,
if the Executive is not then residing in the United States, then           the election
of the Executive with respect to such venue shall be either           Oshkosh, Wisconsin
or in the judicial district encompassing that city in the           United States among
the thirty cities having the largest population (as           determined by the most
recent United States Census data available at the           Termination Date) that is
closest to the Executive’s residence. The parties           consent to personal
jurisdiction in each trial court in the selected venue           having subject matter
jurisdiction notwithstanding their residence or situs, and           each party
irrevocably consents to service of process in the manner provided           hereunder for
the giving of notices.  




        23.    Notice.
Notices given pursuant to this Agreement shall be in writing and,           except as
otherwise provided by Section 12(a)(iii), shall be deemed given           when
actually received by the Executive or actually received by the           Company’s
Secretary or any officer of the Company other than the Executive.           If mailed,
such notices shall be mailed by United States registered or certified           mail,
return receipt requested, addressee only, postage prepaid, if to the           Company,
to Oshkosh Corporation, Attention: Secretary (or, if the Executive is           then
Secretary, to the Chief Executive Officer), 2307 Oregon Street, P.O. Box           2566,
Oshkosh, WI 54903-2566, or if to the Executive, at the address set forth           below
the Executive’s signature to this Agreement, or to such other address           as
the party to be notified shall have theretofore given to the other party in
          writing.  




        24.    No
Waiver. The Executive’s or the Company’s failure to insist           upon
strict compliance with any provision of this Agreement or the failure to           assert
any right the Executive or the Company may have hereunder, including,           without
limitation, the right of the Executive to terminate employment for Good           Reason,
shall not be deemed to be a waiver of such provision or right or any           other
provision or right of this Agreement.  




        25.    Headings.
The headings herein contained are for reference only and shall           not affect the
meaning or interpretation of any provision of this Agreement.  





15 









        IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
written above. 


		OSHKOSH CORPORATION
	

 	By:  ________________________________
		             Name:___________________________
		             Title:____________________________
	

 	Attest:________________________________
		             Name:___________________________
		             Title:____________________________
	
 	EXECUTIVE
	

 	________________________________(SEAL)
		[name]
		[address]




 









16 











Exhibit A 



CERTAIN DEFINED TERMS 



        For
purposes of this Agreement, 




        (a)              409A
Affiliate. The term “409A Affiliate” means each entity that is
          required to be included in the Company’s controlled group of corporations
          within the meaning of Section 414(b) of the Code, or that is under common
          control with the Company within the meaning of Section 414(c) of the Code;
          provided, however, that the phrase “at least 50 percent” shall be
used           in place of the phrase “at least 80 percent” each place it
appears           therein or in the regulations thereunder.  




        (b)              Act.
The term “Act” means the Securities Exchange Act of 1934, as           amended.  




        (c)    Accrued
Benefits. The term “Accrued Benefits” shall include the           following
amounts, payable as described herein: (i) all base salary for the           time
period ending with the Termination Date; (ii) reimbursement for any           and
all monies advanced in connection with the Executive’s employment for
          reasonable and necessary expenses incurred by the Executive on behalf of the
          Company for the time period ending with the Termination Date; (iii) any
and           all other cash earned through the Termination Date and deferred at the
election           of the Executive or pursuant to any deferred compensation plan then in
effect;           (iv) notwithstanding any provision of any bonus or incentive
compensation           plan applicable to the Executive, but subject to any deferral
election then in           effect, a lump sum amount, in cash, equal to the sum of (A) any
bonus or           incentive compensation that has been allocated or awarded to the
Executive for a           fiscal year or other measuring period under the plan that ends
prior to the           Termination Date but has not yet been paid (pursuant to Section
5(f) or           otherwise) and (B) a pro rata portion to the Termination Date
of the           aggregate value of all contingent bonus or incentive compensation awards
to the           Executive for all uncompleted periods under the plan calculated as to
each such           award as if the target or expected performance Goals with respect to
such bonus           or incentive compensation award had been attained (reduced but not
below zero,           by amounts paid under all such contingent bonuses or incentive
compensation           awards upon Change in Control to the extent such amounts relate to
the same           period of time); and (v) all other payments and benefits to which
the           Executive (or in the event of the Executive’s death, the Executive’s
          surviving spouse or other beneficiary) may be entitled as compensatory
          perquisites or under the terms of any benefit plan of the Company, including
          (subject to Section 8(a)(i)) severance payments under the Company’s
          severance policies and practices in the form most favorable to the Executive
          that were in effect at any time during the 180-day period prior to the
Effective           Date. Payment of Accrued Benefits shall be made promptly in
accordance with the           Company’s prevailing practice with respect to clauses
(i) and (ii) or, with           respect to clauses (iii), (iv) and (v), pursuant to the
terms of the benefit           plan or practice establishing such benefits; provided,
however,           that payments pursuant to clause (iv)(B) shall be paid on the
first day of the           seventh month following the month in which the Separation from
Service occurs,           unless the Separation from Service is due to death, in which
event, such payment           shall be made within 90 days of the date of Executive’s
death.  





A-1 









        (d)    Affiliate
and Associate. The terms “Affiliate” and           “Associate” shall
have the respective meanings ascribed to such terms           in Rule 12b-2 of the
General Rules and Regulations of the Act.  




        (e)    Annual
Cash Compensation. The term “Annual Cash Compensation”          shall mean
the sum of (A) the Executive’s Annual Base Salary, plus           (B) the
higher of (1) the highest annual bonus or incentive compensation           award earned
by the Executive under any cash bonus or incentive compensation           plan of the
Company or any of its Affiliates during the three complete fiscal           years of the
Company immediately preceding the Termination Date or, if more           favorable to the
Executive, during the three complete fiscal years of the           Company immediately
preceding the Effective Date; or (2) the highest           average annual bonus
and/or incentive compensation earned during the three           complete fiscal years of
the Company immediately preceding the Termination Date           (or, if more favorable
to the Executive, during the three complete fiscal years           of the Company
immediately preceding the Effective Date) under any cash bonus or           incentive
compensation plan of the Company or any of its Affiliates by the group           of
executives of the Company and its Affiliates participating under such plan
          during such fiscal years at a status or position comparable to that at which
the           Executive participated or would have participated pursuant to the
          Executive’s most senior position at any time during the 180 days preceding
          the Effective Date or thereafter until the Termination Date.  




        (f)    Cause.
The Company may terminate the Executive’s employment after           the Effective
Date for “Cause” only if the conditions set forth in           paragraphs (i)
and (ii) have been met and the Company otherwise complies with           this Agreement:  




	 	        (i)              (A)
the Executive has committed any act of fraud, embezzlement or theft in
          connection with the Executive’s duties as an executive or in the course of
          employment with the Company and/or its subsidiaries; (B) the Executive has
          willfully and continually failed to perform substantially the Executive’s
          duties with the Company or any of its Affiliates (other than any such failure
          resulting from incapacity due to physical or mental illness or injury,
          regardless of whether such illness or injury is job-related) for an appropriate
          period, which shall not be less than 30 days, after the Chief Executive Officer
          of the Company has delivered a written demand for performance to the Executive
          that specifically identifies the manner in which the Chief Executive Officer
          believes the Executive has not substantially performed the Executive’s
          duties; (C) the Executive has willfully engaged in illegal conduct or gross
          misconduct that is materially and demonstrably injurious to the Company; (D)
the           Executive has breached the terms of the Confidentiality Agreement
concerning           restrictions relating to a Competing Business (as such term is
defined in the           Confidentiality Agreement); or (E) the Executive has willfully
and wrongfully           disclosed any Trade Secrets or Confidential Information of the
Company or any of           its Affiliates (as such terms are defined in the
Confidentiality Agreement) or           the Executive has otherwise willfully breached
the Confidentiality Agreement;           and in any such case the act or omission shall
have been determined by the Chief           Executive Officer of the Company to have been
materially harmful to the Company           and its subsidiaries taken as a whole.  







A-2 










	 	        For
purposes of this provision, (1) no act or failure to act on the part of the Executive
shall be considered “willful” unless it is done, or omitted to be done, by the
Executive in bad faith or without reasonable belief that the Executive’s action or
omission was in the best interests of the Company and (2) any act, or failure to act,
based upon authority given pursuant to a resolution duly adopted by the Board or upon the
instructions of the Chief Executive Officer or a senior officer of the Company or based
upon the advice of counsel for the Company shall be conclusively presumed to be done, or
omitted to be done, by the Executive in good faith and in the best interests of the
Company. 







	 	        (ii)    
         (A) The Company terminates the Executive’s employment by delivering a
          Notice of Termination to the Executive, (B) prior to the time the Company
          has terminated the Executive’s employment pursuant to a Notice of
          Termination, the Chief Executive Officer of the Company has executed a document
          confirming the finding of the Chief Executive Officer that the Executive was
          guilty of conduct set forth in this definition of Cause, and specifying the
          particulars thereof in detail, (after reasonable notice to the Executive and an
          opportunity for the Executive, together with the Executive’s counsel, to
be           heard before the Chief Executive of the Company) and (C) the Company
          delivers a copy of such document to the Executive with the Notice of
Termination           at the time the Executive’s employment is terminated.  








In the event of a dispute regarding
whether the Executive’s employment has been terminated for Cause, no claim by the
Company that the Company has terminated the Executive’s employment for Cause in
accordance with this Agreement shall be given effect unless the Company establishes by
clear and convincing evidence that the Company has complied with the requirements of this
Agreement to terminate the Executive’s employment for Cause. 



        (g)    Change
in Control. The term “Change in Control” shall mean the
          occurrence of any one of the following events:  




	 	        (i)              any
Person (other than (A) the Company or any of its subsidiaries,           (B) a
trustee or other fiduciary holding securities under any employee           benefit plan
of the Company or any of its subsidiaries, (C) an underwriter           temporarily
holding securities pursuant to an offering of such securities, or           (D) a
corporation owned, directly or indirectly, by the shareholders of the           Company
in substantially the same proportions as their ownership of stock in the
          Company (individually, an “Excluded Person” and collectively,
          “Excluded Persons”)) is or becomes the “Beneficial Owner”          (as
such term is defined in Rule 13d-3 under the Act), directly or indirectly,           of
securities of the Company (not including in the securities beneficially owned
          by such Person any securities acquired directly from the Company or its
          Affiliates after July 14, 2008, pursuant to express authorization by the
          Board that refers to this exception) representing 25 percent or more of (1) the
          combined voting power of the Company’s then outstanding voting securities
          or (2) the then outstanding shares of common stock of the Company; or  








A-3 









	 	        (ii)              the
following individuals cease for any reason to constitute a majority of the
          number of directors then serving: individuals who, on July 14, 2008,
          constituted the Board and any new director (other than a director whose initial
          assumption of office is in connection with an actual or threatened election
          contest, including but not limited to a consent solicitation, relating to the
          election of directors of the Company) whose appointment or election by the
Board           or nomination for election by the Company’s shareholders was
approved by a           vote of at least two-thirds (2/3) of the directors then still in
office who           either were directors on July 14, 2008, or whose appointment,
election or           nomination for election was previously so approved; or  







	 	        (iii)              consummation
of a merger, consolidation or share exchange of the Company with           any other
corporation or issuance of voting securities of the Company in           connection with
a merger, consolidation or share exchange of the Company (or any           direct or
indirect subsidiary of the Company), other than (A) a merger,           consolidation or
share exchange that would result in the voting securities of           the Company
outstanding immediately prior to such merger, consolidation or share           exchange
continuing to represent (either by remaining outstanding or by being           converted
into voting securities of the surviving entity or any parent thereof)           at least
50 percent of the combined voting power of the voting securities of the           Company
or such surviving entity or any parent thereof outstanding immediately           after
such merger, consolidation or share exchange or (B) a merger,
          consolidation or share exchange effected to implement a recapitalization of the
          Company (or similar transaction) in which no Person (other than an Excluded
          Person) is or becomes the Beneficial Owner, directly or indirectly, of
          securities of the Company (not including in the securities beneficially owned
by           such Person any securities acquired directly from the Company or its
Affiliates           after July 14, 2008, pursuant to express authorization by the
Board that           refers to this exception) representing 25 percent or more of (1) the
combined           voting power of the Company’s then outstanding voting securities
or (2) the           then outstanding shares of common stock of the Company; or  







	 	        (iv)              (A)
the shareholders of the Company approve a plan of complete liquidation or
          dissolution of the Company or (B) the consummation of a sale or disposition by
          the Company of all or substantially all of the Company’s assets (in one
          transaction or a series of related transactions within any period of 24
          consecutive months), other than a sale or disposition by the Company of all or
          substantially all of the Company’s assets to an entity at least 75 percent
          of the combined voting power of the voting securities of which are owned by
          Persons in substantially the same proportions as their ownership of the Company
          immediately prior to such sale.  







        Notwithstanding
the foregoing, no “Change in Control” shall be deemed to have occurred if there
is consummated any transaction or series of integrated transactions immediately following
which the record holders of the common stock of the Company immediately prior to such
transaction or series of transactions continue to have substantially the same
proportionate ownership in an entity that owns all or substantially all of the assets of
the Company immediately following such transaction or series of transactions. 



        (h)    Code.
The term “Code” means the Internal Revenue Code of 1986,           including
any amendments thereto or successor tax codes thereof.  




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        (i)    Covered
Termination. Subject to Section 12(b), the term           “Covered
Termination” means any Termination of Employment during the           Employment
Period where the Termination Date, or the date Notice of Termination           is
delivered, is any date on or prior to the end of the Employment Period.  




        (j)    Effective
Date. The term “Effective Date” shall mean the first           date on
which a Change in Control occurs. Anything in this Agreement to the           contrary
notwithstanding, if (i) a Change in Control occurs, (ii) the           Executive’s
employment with the Employer terminates (whether by the           Company, the Executive
or otherwise) within 180 days prior to the Change in           Control and (iii) it is
reasonably demonstrated by the Executive that any such           termination of
employment by the Employer (1) was at the request of a third           party who (A) has
taken steps reasonably calculated to effect a Change in           Control or (2)
otherwise arose in connection with or in anticipation of a Change           in Control
(B) any such Termination of Employment by the Executive took place           subsequent
to the occurrence of an event described in clause (ii), (iii), (iv)           or (v) of
the definition of “Good Reason,” which event (1) occurred at           the
request of a third party who has taken steps reasonably calculated to effect           a
Change in Control or (2) otherwise arose in connection with or in anticipation
          of a Change in Control, then for all purposes of this Agreement the term
          “Effective Date” shall mean the day immediately prior to the date of
          such termination of employment.  




        (k)    Employer.
The term “Employer” means the Company and/or any           subsidiary of the
Company that employed the Executive immediately prior to the           Effective Date.  




        (l)    Good
Reason. The Executive shall have a “Good Reason” for           termination
of employment on or after the Effective Date if the Executive           determines in
good faith that any of the following events has occurred:  




	 	        (i)              any
breach of this Agreement by the Company, including specifically any breach           by
the Company of its agreements contained in Section 4, Section 5          or
Section 6, other than an isolated, insubstantial and inadvertent           failure
not occurring in bad faith that the Company remedies promptly after           receipt of
notice thereof given by the Executive;  







	 	        (ii)              any
reduction in the Executive’s base salary, percentage of base salary
          available as incentive compensation or bonus opportunity or benefits, in each
          case relative to those most favorable to the Executive in effect at any time
          during the 180-day period prior to the Effective Date or, to the extent more
          favorable to the Executive, those in effect after the Effective Date;  







	 	        (iii)              a
material adverse change, without the Executive’s prior written consent,           in
the Executive’s working conditions or status with the Company or the
          Employer from such working conditions or status in effect during the 180-day
          period prior to the Effective Date or, to the extent more favorable to the
          Executive, those in effect after the Effective Date, including but not limited
          to (A) a material change in the nature or scope of the Executive’s titles,
          authority, powers, functions, duties, reporting requirements or
          responsibilities, or (B) a material reduction in the level of support services,
          staff, secretarial and other assistance, office space and accoutrements, but
          excluding for this purpose an isolated, insubstantial and inadvertent event not
          occurring in bad faith that the Company remedies promptly after receipt of
          notice thereof given by the Executive;  








A-5 









	 	        (iv)              the
relocation of the Executive’s principal place of employment to a           location
more than 50 miles from the Executive’s principal place of           employment on
the date 180 days prior to the Effective Date;  







	 	        (v)              the
Employer requires the Executive to travel on Employer business to a           materially
greater extent than was required during the 180-day period prior to           the
Effective Date;  







	 	        (vi)              failure
by the Company to obtain the agreement referred to in Section           16(a) as
provided therein; or  







	 	        (vii)              the
Company or the Employer terminates the Executive’s employment after a
          Change in Control without delivering a Notice of Termination in accordance with
Section 12;  







provided that (A) any such event
occurs following the Effective Date or (B) in the case of any event described in clauses
(ii), (iii), (iv) or (v) above, such event occurs on or prior to the Effective Date under
circumstances described in clause (iii)(B)(1) or (iii)(B)(2) of the definition of
“Effective Date.” In the event of a dispute regarding whether the Executive
terminated the Executive’s employment for “Good Reason” in accordance with
this Agreement, no claim by the Company that such termination does not constitute a
Covered Termination shall be given effect unless the Company establishes by clear and
convincing evidence that such termination does not constitute a Covered Termination. Any
election by the Executive to terminate the Executive’s employment for Good Reason
shall not be deemed a voluntary termination of employment by the Executive for purposes of
any other employee benefit or other plan. 



        (m)    
Normal Retirement Date. The term “Normal Retirement Date” means
                    the date the Executive reaches “Normal Retirement Age” as
defined in                     the Oshkosh Corporation Salaried and Clerical Employees
Retirement Plan as in                     effect on the date hereof, or the corresponding
date under any successor plan of                     the Employer as in effect on the
Effective Date.  




        (n)    
Notice of Termination. The term “Notice of Termination” means a
                    written notice as contemplated by Section 12.  




        (o)    
Person. The term “Person” shall have the meaning given in
                    Section 3(a)(9) of the Act, as modified and used in Sections 13(d)
and 14(d)                     thereof.  




        (p)    
Prime. “Prime” means the rate of interest announced by
                    U. S. Bank, National Association, Milwaukee, Wisconsin, from
time to time                     as its prime or base lending rate.  




        (q)    
Separation from Service. The term “Separation from Service”                    means
the Executive’s Termination of Employment with the Company and all
                    409A Affiliates or, if the Executive continues to provide services
following his                     or her Termination of Employment, such later date as is
considered a separation                     from service from the Company and its 409A
Affiliates within the meaning of Code                     Section 409A. Specifically, if
the Executive continues to provide services to                     the Company or a 409A
Affiliate in a capacity other than as an employee, such                     shift in
status is not automatically a Separation from Service.  




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        (r)    
Termination Date. Except as otherwise provided in Section 9(b), Section
12(b) and Section 16(a), the term “Termination                     Date” means
(i) if the Termination of Employment is by the Executive’s
                    death, the date of death; (ii) if the Termination of Employment is by
reason of                     voluntary early retirement, as agreed in writing by the
Company and the                     Executive, the date of such early retirement that is
set forth in such written                     agreement; (iii) if the Termination of
Employment for purposes of this Agreement                     is by reason of disability
pursuant to Section 11, 30 days after the                     Notice of
Termination is given; (iv) if the Termination of Employment is by the
                    Executive voluntarily (other than for Good Reason), the date the
Notice of                     Termination is given; and (v) if the Termination of
Employment is by the                     Employer (other than by reason of disability
pursuant to Section 11) or                     by the Executive for Good Reason,
30 days after the Notice of Termination is                     given.  




	 	(A) 	If
termination is for Cause pursuant to Section 7(b) and if the Executive
                    has cured the conduct constituting such Cause as described by the
Employer in                     its Notice of Termination within such 30-day or shorter
period, then the                     Executive’s employment hereunder shall continue
as if the Employer had not                     delivered its Notice of Termination.  






	 	(B) 	If
the Executive shall in good faith give a Notice of Termination for Good
                    Reason and the Company notifies the Executive that a dispute exists
concerning                     the termination within the fifteen day period following
receipt thereof, then                     the Executive may elect to continue the
Executive’s employment during such                     dispute and the Termination
Date shall be determined under this paragraph. If                     the Executive so
elects and it is thereafter determined that the Executive                     terminated
the Executive’s employment for Good Reason in accordance with
                    this Agreement, then the Termination Date shall be the earlier of (1) the
                    date on which the dispute is finally determined, either (x) by mutual
written                     agreement of the parties or (y) in accordance with Section
22 or                     (2) the date of the Executive’s death. If the
Executive so elects and                     it is thereafter determined that the
Executive did not terminate the                     Executive’s employment for Good
Reason in accordance with this Agreement,                     then the employment of the
Executive hereunder shall continue after such                     determination as if the
Executive had not delivered the Notice of Termination                     asserting Good
Reason and there shall be no Termination Date arising out of such
                    Notice. In either case, this Agreement continues, until the
Termination Date, if                     any, as if the Executive had not delivered the
Notice of Termination except                     that, if it is finally determined that
the Executive terminated the                     Executive’s employment for Good
Reason in accordance with this Agreement,                     then the Executive shall in
no case be denied the benefits described in Section 8 (including a Termination
Payment) based on events occurring                     after the Executive delivered the
Notice of Termination.  







A-7 









	 	(C) 	Except
as provided in paragraph (A) above, if the party receiving the Notice of
                    Termination notifies the other party that a dispute exists concerning
the                     termination within the fifteen day period following receipt
thereof and it is                     finally determined that termination of the Executive’s
employment for the                     reason asserted in such Notice of Termination was
not in accordance with this                     Agreement, then (1) if such Notice was
delivered by the Executive, then the                     Executive will be deemed to have
voluntarily terminated the Executive’s                     employment other than for
Good Reason by means of such Notice and (2) if                     delivered by the
Company, then the Company will be deemed to have terminated the
                    Executive’s employment other than by reason of death, disability
or Cause                     by means of such Notice.  






        (s)    
Termination of Employment. The term “Termination of Employment”                    means
a termination of employment of the Executive (A) when the Company and
                    Executive reasonably anticipate that no further services will be
performed by                     the Executive for the Company and its 409A Affiliates or
that the level of bona                     fide services the Executive will perform as an
employee of the Company and its                     409A Affiliates will permanently
decrease to no more than 20 percent of the                     average level of bona fide
services performed by the Executive (whether as an                     employee or
independent contractor) for the Company and its 409A Affiliates over
                    the immediately preceding 36-month period (or such lesser period of
services) or                     (B) when the Company determines in good faith based on
the facts and                     circumstances in accordance with Code Section 409A,
upon a decrease in services                     by the Executive that is to more than 20
percent of such average level of bona                     fide services but less than 50
percent, that a Termination of Employment has                     occurred. The Executive’s
termination of employment shall be presumed not                     to occur where the
level of bona fide services performed by the Executive for                     the
Company and its 409A Affiliates continues at a level that is 50 percent or
                    more of the average level of bona fide services performed by the
Executive                     (whether as an employee or independent contractor) for the
Company and its 409A                     Affiliates over the immediately preceding
36-month period (or such lesser period                     of service). No presumption
applies to a decrease in services that is to more                     than 20 percent of
such average level of bona fide services but less than 50                     percent,
and in such event, whether the Executive has had a Termination of
                    Employment will be determined in good faith by the Company based on
the facts                     and circumstances in accordance with Code Section 409A.
Notwithstanding the                     foregoing, if the Executive takes a leave of
absence for purposes of military                     leave, sick leave or other bona fide
leave of absence, then the Executive will                     not be deemed to have
incurred a Separation from Service for the first six                     months of the
leave of absence or, if longer, for so long as the                     Executive’s
right to reemployment is provided either by statute or by                     contract,
including this Agreement; provided that if the leave of absence is due
                    to a medically determinable physical or mental impairment that can be
expected                     to result in death or last for a continuous period of not
less than six months,                     where such impairment causes the Executive to
be unable to perform the duties of                     his or her position of employment
or any substantially similar position of                     employment, the leave may be
extended for up to 29 months without causing a                     Termination of
Employment.  



A-8