OSHKOSH CORPORATION
1990
INCENTIVE STOCK PLAN, as amended  



	Section 1.  	Establishment,
Purpose, and Effective
Amended: As of / /2008






        1.1    
Establishment. Oshkosh Corporation, a Wisconsin corporation, hereby establishes
the “1990 INCENTIVE STOCK PLAN” (the “Plan”) for key employees and
for directors of the Corporation who are not employees of the Corporation or any
Subsidiary. The Plan permits the grant of Stock Options and Restricted Stock.  




        1.2    
Purpose. The purpose of the Plan is to advance the interests of the Corporation
and its Subsidiaries and promote continuity of management by encouraging and providing
for the acquisition of an equity interest in the success of the Corporation by key
employees and by enabling the Corporation to attract and retain the services of key
employees upon whose judgment, interest, skills, and special effort the successful
conduct of its operations is largely dependent. In addition, the Plan is designed to
promote the best interests of the Corporation and its shareholders by providing a means
to attract and retain competent directors who are not employees of the Corporation or any
Subsidiary and to provide opportunities for stock ownership by such directors which will
increase their proprietary interest in the Corporation and, consequently, their
identification with the interests of the shareholders of the Corporation.  




        1.3    
Effective Date. The Plan was initially effective April 9, 1990; amended effective
April 25, 1994; amended effective September 21, 1998, by action at the 1999 annual
meeting of the Corporation’s shareholders; amended by the Board to give effect to a
3-for-2 stock split effective August 19, 1999; amended by the Board effective June 30,
2000; amended effective February 5, 2001, by action at the 2001 annual meeting of the
Corporation’s shareholders; and was further amended by the Board effective ,
2008.  




	Section 2.  	Definitions;
Construction 






        2.1
    Definitions.  Whenever used herein, the following terms
shall have their respective meanings set forth below: 




	 	        (a)    
               “Act” means the federal Securities Exchange Act of 1934, as
amended.  







	 	        (b)    
               “Affiliate” has the meaning ascribed to such term in Rule 12b-2
               promulgated under the Act or any successor rule or regulation thereto.  







	 	        (c)    
               “Board” means the Board of Directors of the Corporation.  
















	 	        (d)
               “Change of Control” means the occurrence of any one of the
following                events:  







	 	        (i)    
               any Person (other than (A) the Corporation or any of its subsidiaries, (B)
a                trustee or other fiduciary holding securities under any employee benefit
plan of                the Corporation 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                Corporation in substantially the same proportions as their ownership
of stock in                the Corporation (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 Exchange Act),
directly or                indirectly, of securities of the Corporation (not including in
the securities                beneficially owned by such Person any securities acquired
directly from the                Corporation or its Affiliates after January 31, 2000,
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 Corporation’s then                outstanding voting securities or (2)
the then outstanding shares of common stock                of the Corporation; or  







	 	        (ii)    
               the following individuals cease for any reason to constitute a majority of
the                number of directors then serving: individuals who, on January 31.
2000,                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 Corporation)
whose appointment or election by the                Board or nomination for election by
the Corporation’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 January 31, 2000, or whose appointment,                election or
nomination for election was previously so approved; or  







	 	        (iii)    
               consummation of a merger, consolidation or share exchange of the
Corporation                with any other corporation or issuance of voting securities of
the Corporation                in connection with a merger, consolidation or share
exchange of the Corporation                (or any direct or indirect subsidiary of the
Corporation), other than (A) a                merger, consolidation or share exchange
that would result in the voting                securities of the Corporation 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 Corporation 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 Corporation (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 Corporation
(not including in the                securities beneficially owned by such Person any
securities acquired directly                from the Corporation or its Affiliates after
January 31, 2000, 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 Corporation’s                then outstanding voting
securities or (2) the then outstanding shares of common                stock of the
Corporation; or  







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	 	        (iv)    
               (A) the shareholders of the Corporation approve a plan of complete
liquidation                or dissolution of the Corporation or (B) the consummation of a
sale or                disposition by the Corporation of all or substantially all of the
               Corporation’s assets (in one transaction or a series of related
               transactions within any period of twenty-four (24) consecutive months),
other                than a sale or disposition by the Corporation of all or
substantially all of the                Corporation’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 Corporation                immediately prior to such sale.  







Notwithstanding the foregoing, no
“Change of 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 Corporation 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 Corporation immediately
following such transaction or series of transactions. 



	 	        (e)              “Code” means
the Internal Revenue Code of 1986, as amended.  







	 	        (f)              “Committee” means
the Human Resources Committee of the Board, which           shall consist of two (2) or
more members of the Board, each of whom qualifies as           a “non-employee
director” within the meaning of Rule 16b-3 and each of           whom qualifies as
an “outside director” for purposes of Section 162(m)           of the Code.  







	 	        (g)              “Corporation” means
Oshkosh Corporation, a Wisconsin corporation.  







	 	        (h)              “Disability” shall
have the meaning assigned to the terms “total           disability” or “totally
disabled” in the Oshkosh Corporation Long           Term Disability Program for
Salaried Employees, provided the Participant remains           totally disabled for five
(5) consecutive months.  







	 	        (i)              “Fair
Market Value” means the last sale price of the Stock as reported           on the
NASDAQ National Market System on a particular date.  







	 	        (j)              “Non-Employee
Director” means any member of the Board who is not an           employee of the
Corporation or of any Subsidiary.  







	 	        (k)              “Option” means
the right to purchase Stock at a stated price for a           specified period of time.
For purposes of the Plan an Option may be either (i)           an “incentive stock
option” within the meaning of Section 422 of the           Code or (ii) a “nonstatutory
stock option.” 







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	 	        (l)              “Participant” means
any individual designated by the Committee to           participate in the Plan.  







	 	        (m)              “Performance
Goals” means any goals the Committee establishes that           relate to one or
more of the following with respect to the Corporation or any           one or more
Subsidiaries or other business units: net sales; cost of sales;           gross income;
operating income; earnings before interest and taxes; earnings           before interest,
taxes, depreciation and amortization; income from continuing           operations; net
income; basic earnings per share; diluted earnings per share;           cash flow; net
cash provided by operating activities; net cash provided by           operating
activities less net cash used in investing activities; ratio of debt           to debt
plus equity; return on shareholder equity; return on invested capital;           return
on average total capital employed; return on net assets employed before
          interest and taxes; operating working capital; average accounts receivable
          (calculated by taking the average of accounts receivable at the end of each
          month); average inventories (calculated by taking the average of inventories at
          the end of each month); and economic value added. As to each Performance Goal,
          the relevant measurement of performance shall be computed in accordance with
          generally accepted accounting principles, but will exclude the effects of (i)
          extraordinary, unusual and/or non-recurring items of gain or loss, (ii) gains
or           losses on the disposition of a business, (iii) changes in tax or accounting
          regulations or laws, or (iv) the effect of a merger or acquisition, that in
each           case the Corporation identifies in its audited financial statements,
including           footnotes, or the Management’s Discussion and Analysis section
of the           Corporation’s annual report.  







	 	        (n)              “Period
of Restriction” means the period during which the transfer of           shares of
Restricted Stock is restricted pursuant to Section 7 of the Plan.  







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







	 	        (p)              “Restricted
Stock” means Stock granted to a Participant pursuant to           Section 7 of the
Plan.  







	 	        (q)              “Retirement” shall
have the meaning assigned to such term in the           pension plan of the Corporation.  







	 	        (r)              “Rule
16b-3” means Rule 16b-3 as promulgated by the United States           Securities and
Exchange Commission under the Act or any successor rule or           regulation thereto.  







	 	        (s)              “Stock” means
the Common Stock of the Corporation, par value of one           cent ($.01) per share.  







	 	        (t)              “Subsidiary” means
any present or future subsidiary of the           Corporation, as defined in Section
424(f) of the Code.  







        2.2    Number.
Except when otherwise indicated by the context, the singular shall include the plural,
and the plural shall include the singular.  




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	Section 3.  	Eligibility
and Participation 






        3.1    Eligibility
and Participation. Participants in the Plan shall be selected by the Committee from
among those officers and other key employees of the Corporation and its Subsidiaries who,
in the opinion of the Committee, are in a position to contribute materially to the
Corporation’s continued growth and development and to its long-term financial
success. All Non-Employee Directors shall receive grants of Options as provided in
Section 6A.  




	Section 4.  	Stock
Subject to Plan 






        4.1    Number.
The total number of shares of Stock subject to issuance under the Plan may not exceed
2,152,753. The total number of shares of Stock subject to issuance pursuant to Options
granted under the Plan in any five year period to any one person may not exceed 600,000.
The limitations set forth in this Section 4.1 are subject to adjustment upon occurrence
of any of the events indicated in Subsection 4.3. The shares to be delivered under the
Plan may consist, in whole or in part, of authorized but unissued Stock or treasury
Stock, not reserved for any other purpose.  




        4.2    Unused
Stock; Unexercised Rights. In the event any shares of stock are subject to an Option
which, for any reason, expires or is terminated unexercised as to such shares, or any
shares of Stock, subject to a Restricted Stock grant made under the Plan are reacquired
by the Corporation pursuant to Subsection 7.9 or 7.10 of the Plan, such shares again
shall become available for issuance under the Plan.  




        4.3    Adjustment
in Capitalization. In the event that (i) the Corporation shall at any time be
involved in a merger or other transaction in which shares of Stock are changed or
exchanged; or (ii) the Corporation shall subdivide or combine shares of Stock or the
Corporation shall declare a dividend payable in shares of Stock, other securities (other
than any associated preferred stock purchase rights issued pursuant to that certain
Rights Agreement, dated February 1, 1999, between the Corporation and ComputerShare
Investor Services, LLC, as successor rights agent, or similar stock purchase rights that
the Corporation might authorize and issue in the future) or other property; or (iii) the
Corporation shall effect a cash dividend the amount of which exceeds 10% of the trading
price of the Stock at the time the dividend is declared, or the Corporation shall effect
any other dividend or other distribution on shares of Stock in the form of cash, or a
repurchase of shares of Stock, that the Board determines by resolution is special or
extraordinary in nature or that is in connection with a transaction that the Corporation
characterizes publicly as a recapitalization or reorganization involving shares of Stock;
or (iv) any other event shall occur which, in the case of this clause (iv), in the
judgment of the Committee necessitates an adjustment to prevent dilution or enlargement
of the benefits or potential benefits intended to be made available under the Plan, then,
subject to Participants’rights under Section 10.2, the Committee shall, in such
manner as it may deem equitable, adjust any or all of (A) the number and type of shares
of Stock subject to any outstanding Stock Option or Restricted Stock grant; provided,
however, that fractional shares shall be rounded to the nearest whole share, and (B) the
exercise price with respect to any Stock Option. Any such adjustment made by the
Committee shall be conclusive. Notwithstanding the foregoing, Options subject to grant or
previously granted to Non-Employee Directors under the Plan at the time of any event
described in this Section 4.3 shall be subject to only such adjustments as shall be
necessary to maintain the relative proportionate interest of the Non-Employee Directors
and preserve, without exceeding, the value of such Options. In addition, if the
Corporation shall subdivide shares of Stock or the Corporation shall declare a dividend
payable in shares of Stock, if no action is taken by the Board or the Committee,
adjustments contemplated by this section that are proportionate shall nevertheless
automatically be made as of the date of such subdivision of shares of Stock or dividend
payable in shares of Stock.  




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	Section 5.  	Duration
of Plan 






        5.1    Duration
of Plan. The Plan shall remain in effect, subject to the Board’s right to
earlier terminate the Plan pursuant to Subsection 10.3 hereof, until all Stock subject to
it shall have been purchased or acquired pursuant to the provisions hereof.
Notwithstanding the foregoing, no Option or Restricted Stock may be granted under the
Plan on or after September 19, 2010. Further, no annual incentive award may be granted
under Section 8.1 of the Plan in respect of any fiscal year of the Corporation after
2005.  




	Section 6.  	Stock
Options 






        6.1    Grant
of Options. Subject to the provisions of Sections 4 and 5, Options may be granted to
Participants at any time and from time to time as shall be determined by the Committee.
Non-Employee Directors shall not be eligible to be granted Options under the Plan, except
as provided in Section 6A. The Committee shall have complete discretion in determining
the number of Options granted to each Participant. The Committee also shall determine
whether an Option is to be an incentive stock option within the meaning of Section 422 of
the Code or a nonstatutory stock option. However, in no event shall the Fair Market Value
(determined at the date of grant) of Stock with respect to which incentive stock options
are exercisable for the first time by a Participant during any calendar year exceed one
hundred thousand dollars ($100,000). Nor shall any incentive stock option be granted to
any person who owns, directly or indirectly, stock possessing more than ten percent (10%)
of the total combined voting power of all classes of stock of the Corporation (“Ten
Percent Stockholder”). Nothing in this Section 6 of the Plan shall be deemed to
prevent the grant of nonstatutory stock options in excess of the maximum established by
Section 422 of the Code.  




        6.2    Option
Agreement. Each Option shall be evidenced by an Option agreement that shall specify
the type of Option granted, the Option price, the duration of the Option, the number of
shares of Stock to which the Option pertains and such other provisions as the Committee
shall determine.  




        6.3    Option
Price. No Option granted pursuant to the Plan shall, at any time, have an Option
price that is less than the Fair Market Value of the Stock on the date the Option is
granted.  




        6.4    Duration
of Options. Each Option shall expire at such time as the Committee shall determine at
the time it is granted; provided, however, that no Option that is an incentive stock
option shall be exercisable later than the tenth (10th) anniversary date of its grant,
and no Option that is a nonstatutory stock option shall be exercisable more than ten (10)
years and one (l) month after the date of its grant.  





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        6.5    Exercise
of Options. Options granted under the Plan shall be exercisable at such times and be
subject to such restrictions and conditions as the Committee shall in each instance
approve, which need not be the same for all Participants; except that Options granted to
officers, directors or Ten Percent Stockholders may not be exercised until at least six
(6) months after the date of grant.  




        6.6    Payment.
The Option price upon exercise of any Option shall be payable to the Corporation in full
either (i) in cash or its equivalent, or (ii) by tendering shares of previously acquired
Stock having a Fair Market Value at the time of exercise equal to the total Option price,
or (iii) by a combination of (i) and (ii). The proceeds from such a payment shall be
added to the general funds of the Corporation and shall be used for general corporate
purposes.  




        6.7    Restrictions
on Stock Transferability. The Committee may impose such restrictions on any shares of
Stock acquired pursuant to the exercise of an Option under the Plan as it may deem
advisable, including, without limitation, restrictions under applicable Federal
securities law, under the requirements of any stock exchange upon which such shares of
Stock are then listed and under any blue sky or state securities laws applicable to such
shares.  




        6.8    Termination
of Employment Due to Death, Disability or Retirement. In the event the employment of
a Participant is terminated by reason of death, Disability or Retirement, the Committee
may provide in the Option agreement that any outstanding Options shall become immediately
exercisable at any time prior to the expiration date of the Options or within twelve (12)
months after such date of termination of employment, whichever period is the shorter.
However, in the case of incentive stock options, the favorable tax treatment prescribed
under Section 422 of the Code shall not be available if such options are not exercised
within three (3) months after such date of termination due to Retirement.  




        6.9    Termination
of Employment Other than for Death, Disability or Retirement. If the employment of
the Participant shall terminate for any reason other than death, Disability or
Retirement, the rights under any then outstanding Option granted pursuant to the Plan
shall terminate upon the expiration date of the Option or three (3) months after such
date of termination of employment, whichever first occurs, subject to such exceptions
(which shall be set forth in the Option Agreement) as the Committee may, in its sole
discretion, approve.  




        6.10    Nontransferability
of Options. No Option granted under the Plan may be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated, otherwise than by will or by the laws of
descent and distribution. Further, all Options granted to a Participant under the Plan
shall be exercisable during his or her lifetime only by such Participant.  




	Section 6A.  	Non-Employee
Director Stock Options 






        6A.1    
Grant of Options. Effective as of August 19, 1999, upon the conclusion of each
annual meeting of the shareholders of the Corporation, each Non-Employee Director at such
time shall be granted a nonqualified Option to purchase 3,000 shares of Stock. 



        6A.2    
Terms of Options. The right to exercise Options granted to a Non-Employee Director
pursuant to this Section 6A shall accrue as to one-third (1/3) of the shares on each of
the first three anniversaries of the date of grant. No partial exercise of the Options may
be for less than one hundred (100) share lots or multiples thereof. The term of Options
granted pursuant to this Section 6A shall expire ten years and one month from the date of
grant or twelve months after the Non-Employee Director ceases for any reason to be a
member of the Board, whichever occurs first. The Option exercise price shall be the Fair
Market Value of the Stock on the date each Option is granted, which shall be payable to
the Corporation in full upon exercise either (i) in cash or its equivalent, or (ii) by
tendering shares of previously acquired Stock having a Fair Market Value at the time of
exercise equal to the total Option price, or (iii) by a combination of (i) and (ii). 




7 









	Section 7.  	Restricted
Stock 






        7.1    Grant
of Restricted Stock. Subject to the provisions of Sections 4 and 5, the Committee, at
any time and from time to time, may grant shares of Restricted Stock under the Plan to
such Participants and in such amounts as it shall determine. Non-Employee Directors are
not eligible to receive grants of Restricted Stock under the Plan. Each grant of
Restricted Stock shall be in writing.  




        7.2    Transferability.
Except as provided in Section 7 hereof, the shares of Restricted Stock granted hereunder
may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated
for such period of time as shall be determined by the Committee and shall be specified in
the Restricted Stock grant, or upon earlier satisfaction of other conditions as specified
by the Committee in its sole discretion and set forth in the Restricted Stock grant;
provided that Restricted Stock granted to officers, directors or Ten Percent Stockholders
may not be sold for at least six (6) months after the date of grant.  




        7.3    Other
Restrictions. The Committee may impose such other restrictions on any shares of
Restricted Stock granted pursuant to the Plan as it may deem advisable including, without
limitation, restrictions under applicable Federal or state securities laws, and may
legend the certificates representing Restricted Stock to give appropriate notice of such
restrictions.  




        7.4    Certificate
Legend. In addition to any legends placed on certificates pursuant to Subsection 7.3
hereof, each certificate representing shares of Restricted Stock granted pursuant to the
Plan shall bear the following legend:  




	 	
“The
sale or other transfer of the shares of stock represented by this certificate, whether
voluntary, involuntary or by operation of law, is subject to certain restrictions on
transfer set forth in Oshkosh Corporation’s 1990 Incentive Stock Plan, rules of
administration adopted pursuant to such Plan and a Restricted Stock grant dated
__________. A copy of the Plan, such rules and such Restricted Stock grant may be obtained
from the Secretary of Oshkosh Corporation.” 






        7.5    Removal
of Restrictions. Except as otherwise provided in Section 7 hereof, shares of
Restricted Stock covered by each Restricted Stock grant made under the Plan shall become
freely transferable by the Participant after the last day of the Period of Restriction.
Once the shares are released from the restrictions, the Participant shall be entitled to
have the legend required by Subsection 7.4 removed from the Participant’s Stock
certificate.  



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        7.6    Voting
Rights. During the Period of Restriction, Participants holding shares of Restricted
Stock granted hereunder may exercise full voting rights with respect to those shares.  




        7.7    Dividends
and Other Distributions. During the Period of Restriction, Participants holding
shares of Restricted Stock granted hereunder shall be entitled to receive all dividends
and other distributions paid with respect to those shares while they are so held. If any
such dividends or distributions are paid in shares of Stock, the shares shall be subject
to the same restrictions on transferability as the shares of Restricted Stock with
respect to which they were paid.  




        7.8    Termination
of Employment Due to Retirement. The Committee may provide in its Restricted Stock
grant that in the event a Participant terminates his or her employment with the
Corporation because of Retirement, any remaining Period of Restriction applicable to the
Restricted Stock pursuant to Subsection 7.2 hereof shall automatically terminate and,
except as otherwise provided in Subsection 7.3, the shares of Restricted Stock shall
thereby be free of restrictions and freely transferable. In the event the Restricted
Stock grant does not automatically terminate such restrictions and a Participant
terminates his or her employment with the Corporation because of Retirement, the
Committee may, in its sole discretion, waive the restrictions remaining on any or all
shares of Restricted Stock pursuant to Subsection 7.2 hereof and/or add such new
restrictions to those shares of Restricted Stock as it deems appropriate.  




        7.9    Termination
of Employment Due to Death or Disability. The Committee may provide in its Restricted
Stock grant that in the event a Participant terminates his or her employment with the
Corporation because of death or Disability during the Period of Restriction, the
restrictions applicable to the shares of Restricted Stock pursuant to Subsection 7.2
hereof shall terminate automatically with respect to all of the shares or that number of
shares (rounded to the nearest whole number) equal to the total number of shares of
Restricted Stock granted to such Participant multiplied by the number of full months
which have elapsed since the date of grant divided by the maximum number of full months
of the Period of Restriction. All remaining shares shall be forfeited and returned to the
Corporation; provided, however, that the Committee may, in its sole discretion, waive the
restrictions remaining on any or all such remaining shares either before or after the
death of the Participant.  




        7.10    Termination
of Employment for Reasons Other than Death Disability or Retirement. In the event
that a Participant terminates his or her employment with the Corporation for any reason
other than those set forth in Subsections 7.8 and 7.9 hereof during the Period of
Restriction, then any shares of Restricted Stock still subject to restrictions at the
date of such termination shall automatically be forfeited and returned to the
Corporation; provided, however, that, in the event of an involuntary termination of the
employment of a Participant by the Corporation, the Committee may, in its sole
discretion, waive the automatic forfeiture of any or all such shares and/or may add such
new restrictions to such shares of Restricted Stock as it deems appropriate.  




9 










        7.11     Nontransferability
of Restricted Stock. No shares of Restricted Stock granted under the Plan may be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated, otherwise than by
will or by the laws of descent and distribution until the termination of the applicable
Period of Restriction. All rights with respect to Restricted Stock granted to a
Participant under the Plan shall be exercisable during the Participant’s lifetime
only by such Participant.  




	Section 8.  	Annual
Incentive Awards 






8.1     Annual Incentive Awards.
The Committee may grant annual incentive awards under this Plan each fiscal year of the
Corporation to such executive officers of the Corporation as it selects. The Committee
will determine all terms and conditions of the annual incentive award. However, the
Committee must require that payment of any amount of the annual incentive award is
contingent on the achievement or partial achievement during the fiscal year of one or more
of Performance Goals that the Committee specifies. In addition, a Participant may not
receive an amount under an annual incentive award in respect of any single fiscal year of
the Corporation that is more than $3,000,000. 



	Section 8A.  	Beneficiary
Designation 






        8A.1    
Beneficiary Designation. Each Participant and Non-Employee Director under the Plan
may, from time to time, name any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under the Plan is to be paid in case of
the death of the Participant or the Non-Employee Director, as the case may be, before he
or she receives any or all of such benefit. Each designation will revoke all prior
designations by the same Participant or Non-Employee Director, shall be in a form
prescribed by the Committee and will be effective only when filed by the Participant or
Non-Employee Director in writing with the Committee during the lifetime of the Participant
or Non-Employee Director. In the absence of any such designation, benefits remaining
unpaid at the death of the Participant or Non-Employee Director, as the case may be, shall
be paid to the estate of the Participant or Non-Employee Director, as the case may be. 



	Section 9.  	Rights
of Employees 






        9.1    Employment.
Nothing in the Plan shall interfere with or limit in any way the right of the Corporation
to terminate any Participant’s employment at any time nor confer upon any
Participant any right to continue in the employ of the Corporation.  




        9.2    Participation.
No employee shall have a right to be selected as a Participant or, having been so
selected, to be selected again as a Participant. The preceding sentence shall not be
construed or applied so as to deny an employee any Participation in the Plan solely on
the basis that the employee was a Participant in connection with a prior grant of
benefits under the Plan.  




	Section 10.  	Administration;
Powers and Duties of the Committee 






        10.1    Administration.
The Committee shall be responsible for the administration of the Plan. The Committee, by
majority action thereof, is authorized to interpret the Plan, to prescribe, amend, and
rescind rules and regulations relating to the Plan, to provide for conditions and
assurances deemed necessary or advisable to protect the interests of the Corporation, and
to make all other determinations necessary or advisable for the administration of the
Plan, but only to the extent not contrary to the express provisions of the Plan.
Determinations, interpretations, or other actions made or taken by the Committee pursuant
to the provisions of the Plan shall be final and binding and conclusive for all purposes
and upon all persons whomsoever. The grant, amount and terms of Awards to Non-Employee
Directors under the Plan shall be determined as provided in Section 6A of the Plan.  





10 









        10.2    Change
of Control. Without limiting the authority of the Committee as provided herein, the
Committee, either at the time Options or shares of Restricted Stock are granted, or, if
so provided in the applicable Option agreement or Restricted Stock grant, at any time
thereafter, shall have the authority to accelerate in whole or in part the exercisability
of Options and/or the last day of the Period of Restriction upon a Change of Control. The
Option agreements and Restricted Stock grants approved by the Committee may contain
provisions whereby, in the event of a Change of Control, the acceleration of the
exercisability of Options and/or the last day of the Period of Restriction may be
automatic or may be subject to the discretion of the Committee, depending on whether the
Change of Control shall be approved by a majority of the members of the Board. Without
limiting the authority of the Committee as provided herein, the Committee shall have the
authority to provide that an annual incentive award under Section 8.1 will be vested and
paid out on a prorated basis, based on the maximum award opportunity of such award and
the number of months of the fiscal year of the Corporation that have elapsed, upon a
Change of Control. Except as otherwise expressly provided in any agreement between a
Participant and the Corporation, if the receipt of any payment by a Participant under the
circumstances described above would result in the payment by the Participant of any
excise tax provided for in Section 280G and Section 4999 of the Code, then the amount of
such payment shall be reduced to the extent required to prevent the imposition of such
excise tax.  




        10.3    Amendment,
Modification and Termination of Plan. The Board may at any time terminate, and from
time to time may amend or modify the Plan, provided, however, that no such action of the
Board, without approval of the stockholders, may:  




	 	        (a)              Increase
the total amount of Stock which may be issued under the Plan, except as
          provided in Subsections 4.1 and 4.3 of the Plan.  







	 	        (b)              Increase
the total number of shares of Stock that may be issued under the Plan           to any
one Participant, except as provided in Subsections 4.1 and 4.3 of the           Plan.  







	 	        (c)              Change
the provisions of the Plan regarding the Option price except as permitted           by
Subsection 4.3.  







	 	        (d)              Materially
increase the cost of the Plan or materially increase the benefits to
          Participants and/or Non-Employee Directors.  







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	 	        (e)              Extend
the period during which Options or Restricted Stock may be granted.  







	 	        (f)              Extend
the maximum period after the date of grant during which Options may be
          exercised.  







	 	        (g)              Change
the class of individuals eligible to receive Options or Restricted Stock.  







	 	        (h)              Increase
the dollar limitation set forth in Section 8.1 or amend the definition           of “Performance
Goals” in each case if doing so would cause the Plan           to fail to comply
with the provisions of Section 162(m) of the Code in respect           of the subject
matter of Section 8.1.  







No amendment, modification or
termination of the Plan shall in any manner adversely affect any Options or Restricted
Stock theretofore granted under the Plan, without the consent of the Participant. 



	Section 11.  	Tax
Withholding 






        11.1    Tax
Withholding. The Corporation shall have the power to require a Participant to remit
to the Corporation an amount sufficient to satisfy Federal, state and local taxes
(including payroll taxes) that the law requires the Corporation to withhold as a result
of the exercise of an Option or the lapse of restrictions on Restricted Stock. Upon or
prior to the exercise of an Option or the lapse of restrictions on Restricted Stock
requiring tax withholding, a Participant may make a written election to have shares of
Stock withheld by the Corporation from the shares otherwise to be received or to deliver
to the Corporation previously acquired shares of Stock. The number of shares so withheld
or delivered shall have an aggregate Fair Market Value on the date the tax is determined
to satisfy the Corporation’s minimum statutory withholding obligation. The
acceptance of any such election by a Participant shall be at the sole discretion of the
Committee.  




	Section 12.  	Requirements
of Law 






        12.1    Requirements
of Law. The granting of Options or Restricted Stock, and the issuance of shares of
Stock upon the exercise of an Option shall be subject to all applicable laws, rules and
regulations, and to such approvals by any governmental agencies or national securities
exchanges as may be required. Notwithstanding any other provision hereof or document
pertaining to agreements hereunder, the Plan shall be so construed, interpreted, and
administered to meet the applicable requirements of Code Section 409A to avoid a plan
failure described in Code Section 409A(a)(1).  




        12.2    Governing
 Law. The Plan,  and all  agreements  hereunder,  shall be construed in accordance
 with and governed by the laws of the State of Wisconsin. 




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