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; and 



        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. 



        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	Competitive Activity	Perquisite Amount
	Act	Confidential Information	Person
	Accrued Benefits	Covered Termination	Prime
	Affiliate and Associate	Effective Date	Separation from Service
	Annual Cash Compensation	Employer	Termination Date
	Cause	Good Reason	Termination of Employment
	Change in Control	Normal Retirement Date	Trade Secrets
	Code	Notice of Termination






Class A 













        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 third 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           provided in Section 6 (such salary amount as adjusted upward from
time to time           is hereafter referred to as the “Annual Base Salary”).  




            (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.  




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            (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.  




            (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,
          split-dollar life insurance, retirement, supplemental 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).  



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            (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 Board           of
Directors of the Company (or an appropriate committee thereof) 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.  




        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.  




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            (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, 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 covenant of the Executive set forth in Section 13(a), the Termination
Payment pursuant to Section           8(a).  




        8.       Payments
Upon Termination.  




            (a)       Termination
Payment. The “Termination Payment” shall be an           amount equal to
the sum of the amounts described in paragraphs (i), (ii), and           (iii) below:  




	 	        (i)                      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 amount under this paragraph (i) shall
not be less than the                amount of Annual Cash Compensation;  







	 	        (ii)                      an
amount equal to the present value of pension benefits that would have accrued
               under the Retirement Plans (as defined below), in addition to the most
favorable                benefits provided for the Executive under any version of the
Oshkosh Corporation                Salaried and Clerical Employees Retirement Plan and
any supplemental                nonqualified defined benefit retirement plan or agreement
of the Company                providing benefits for the Executive (or any successors to
such plans or                agreements) in effect at any time during the 180-day period
prior to the                Effective Date (the “Retirement Plans”), if the
Executive’s                benefits under the Retirement Plans had been fully vested
on the Termination                Date and the Executive had continued to work from the
Termination Date until the                end of the Employment Period at a compensation
rate equal to the                Executive’s Annual Base Salary and received annual
bonus or incentive                compensation awards for each fiscal year of the Company
(or portion thereof in                the Employment Period) in an amount equal to the
target amount of the                Executive’s annual bonus or incentive
compensation award for the fiscal                year of the Company in which the
Termination Date occurred or, if greater, the                target amount of the
Executive’s award for the immediately preceding fiscal                year of the
Company (or the actual amount if greater); and  







	 	        (iii)                      an
amount equal to the present value of monthly payments in the amount of the
               Executive’s estimated unreduced Social Security benefit at the end of
the                Employment Period paid from the first day of the month immediately
following the                Employment Period through the first day of the month
immediately preceding the                month in which the Executive attains the age
when the Executive is eligible for                unreduced Social Security benefits.  







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The values described in paragraphs
(ii) and (iii) above shall be determined using the interest rates and mortality table used
in the Oshkosh Corporation Salaried and Clerical Employees Retirement Plan to determine
lump sum payments as of the Effective Date. 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 Separation from Service occurs and shall be accompanied by an interest payment
calculated at Prime, 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. 



            (b)
Certain Additional Payments by the Company. 




	 	        (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 Company shall
pay the Executive an additional                amount (the “Gross-Up Payment”)
such that the net amount retained by                the Executive after deduction of any
excise tax imposed by Section 4999 of the                Code (or any successor
provision), and any interest charges or penalties in                respect of the
imposition of such excise tax (but not any federal, state or                local income
tax, or employment tax) on the Total Payments, and any federal,                state or
local income tax, or employment tax, and excise tax upon the payment
               provided for by this Section 8(b)(i) shall be equal to the Total
               Payments. Any provisions of any Incentive Stock Plan or the Stock Option
               Agreements that provide for a reduction in payments to the Executive
relating to                acceleration of vesting of stock options upon a “Change
of Control”               (as such term is defined in the Incentive Stock Plan) if
such payments would                result in the payment by the Executive of any excise
tax provided for in Section                280G and Section 4999 of the Code are null and
void and of no further force and                effect as they apply to the Executive.
For purposes of determining the amount of                the 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 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 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.  







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	 	        (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, (C) the amount and present value of any excess
               parachute payments, and (D) the amount of any Gross-Up Payment. 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 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. 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. The Company
shall pay (or cause to be paid) or                distribute (or cause to be distributed)
to or for the benefit of the Executive                such Gross-Up Payment as is then
due to Executive under this Agreement within                five days after the National
Tax Counsel’s opinion is received by the                Company and the Executive,
but in no event prior to the date the Termination                Payment is initially
payable to the Executive; provided, however,                that if prior
to such date the Executive is required to remit the excise tax                under
Section 4999 of the Code to the Internal Revenue Service, then upon
               written notice by the Executive to the Company, the Company shall promptly
pay                the Gross-Up Payment (but based on the Executive’s actual rate of
taxation)                to the Executive.  







	 	        (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 or Gross-Up Payment, 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 (including                any Gross-Up Payment under Section 8(b)(i)-(iv)) 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.  







-8- 










            (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:  







	 	(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 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 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.  








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	 	        (iii)                      The
Company shall bear up to $10,000 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.  




        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 (and the additional benefits described in Section
          8(c) 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- 









        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.  




        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 a resolution duly adopted by a
majority of                the directors of the Company (or any successor corporation)
then in office, 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.  








-11- 









	 	        (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). 



            (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.       Further
Obligations of the Executive.  




            (a)       Competition.
The Executive agrees that, in the event of any Covered           Termination where the
Executive is entitled to (and receives) Accrued Benefits           and the Termination
Payment, the Executive shall not, for a period of 18 months           after the
Termination Date, without the prior written approval of the           Company’s
Board of Directors, engage in any Competitive Activity.  




-12- 










            (b)       Confidentiality.
During the Executive’s employment by the Employer           and for a period of 18
months after the Termination Date, the Executive will           keep confidential and
protect all Confidential Information known to or in the           possession of the
Executive, will not disclose any Confidential Information to           any other person
and will not use any Confidential Information, except for use           or disclosure of
Confidential Information for the exclusive benefit of the           Company as it may
direct or as necessary to fulfill the Executive’s           continuing duties as an
employee of the Employer and except to the extent           authorized in writing by the
Board of Directors of the Company or required by           any court or administrative
agency. This Section 13(b) shall not,           however, be construed to prohibit
competition by the Executive for a longer time           or in a broader territory than
that specified in Section 13(a). 




            (c)       Trade
Secrets. In addition to the obligations that applicable law imposes           on the
Executive in respect of Trade Secrets, during the Executive’s           employment
by the Employer and thereafter in respect of information for so long           as it
remains a Trade Secret, the Executive will keep confidential and protect           all
Trade Secrets known to or in the possession of the Executive, will not           disclose
any Trade Secrets to any other person and will not use any Trade           Secrets,
except for use or disclosure of Trade Secrets for the exclusive benefit           of the
Company as it may direct or as necessary to fulfill the Executive’s
          continuing duties as an employee of the Employer and except to the extent
          authorized in writing by the Board of Directors of the Company or required by
          any court or administrative agency.  




            (d)       Return
of Property. All memoranda, notes, records, papers, tapes, disks,           programs
or other documents or forms of documents and all copies thereof           relating to the
operations or business of the Company or any of its subsidiaries           that contain
Confidential Information or Trade Secrets, some of which may be           prepared by the
Executive, and all objects associated therewith in any way           obtained by him
shall be the property of the Company. The Executive shall not,           except for the
use of the Company or any of its subsidiaries, use or duplicate           any such
documents or objects, nor remove them from facilities and premises of           the
Company or any subsidiary, at any time. The Executive will deliver to the
          Company all of the aforementioned documents and objects, if any, that may be in
          his possession at any time at the request of the Company during the
          Executive’s employment and in any event upon termination of employment.
The           Executive agrees to attend an exit interview upon such termination for
purposes,           among others, of determining the Executive’s compliance with
this Section 13(d).  




        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 to recover damages for           breach
hereof, 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.  




-13- 










        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.  




        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.  



-14- 











        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.  




        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           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.  





-15- 









        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.  




        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 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.  



-16- 











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




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



		OSHKOSH CORPORATION
	

 	By:  ____________________________
		        Robert G. Bohn
		        Chairman of the Board and
		        Chief Executive Officer
	

 	Attest:________________________________
		        Name:_____________________________
		        Title:______________________________
	

 	EXECUTIVE
	

 	_____________________________________(SEAL)



 







-17- 











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 a 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 the Executive’s
death, in           which event such payment shall be made within 90 days of the date of
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, plus (C) the
          greater of the Perquisite Amount based on perquisites received for the fiscal
          year of the Company in which the Termination Date occurs or the Perquisite
          Amount based on the perquisites the Executive received for the complete fiscal
          year of the Company prior to the Change in Control.  




        (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 (or, if the
Executive is then Chief Executive Officer, the Board)                has delivered a
written demand for performance to the Executive that                specifically
identifies the manner in which the Chief Executive Officer (or the                Board,
as the case may be) 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 willfully and wrongfully
               disclosed any Trade Secrets or Confidential Information of the Company or
any of                its Affiliates; or (E) the Executive has engaged in any Competitive
Activity;                and in any such case the act or omission shall have been
determined by the Board                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 Board, by the affirmative vote of not less than
three-quarters                (3/4) of the entire membership of the Board, has adopted a
resolution finding                that the Executive was guilty of conduct set forth in
this definition of Cause,                and specifying the particulars thereof in
detail, at a meeting of the Board                called and held for the purpose of
considering such termination (after                reasonable notice to the Executive and
an opportunity for the Executive,                together with the Executive’s
counsel, to be heard before the Board) and                (C) the Company delivers a
copy of such resolution 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 the 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.  




A-4 










        (i)       Competitive
Activity. The Executive shall engage in a “Competitive           Activity” if
the Executive engages in, is employed by, or in any way           advises or acts for, in
any capacity where Confidential Information would           reasonably be considered to
be useful, or has any material financial interest           (excluding trade debt) in,
any business that, as of the Effective Date, is           engaged directly or indirectly
in the Geographic Area (as defined below) in the           business of designing,
manufacturing or marketing fire apparatus (including,           without limitation,
aircraft rescue and firefighting vehicles), refuse truck           bodies or vehicles,
concrete mixers, snow removal vehicles, defense trucks or           trailers or their
related components, or any other business in which the Company           or any of its
subsidiaries is engaged as of the Effective Date. However,           “Competitive
Activity” shall not include any business if neither the           Company nor any of
its subsidiaries is engaged in such business as of the           Termination Date and the
Board of Directors of the Company has approved the exit           of the Company and/or
its subsidiaries from such business. Further, the           ownership of minority and
noncontrolling shares of any corporation whose shares           are listed on a
recognized stock exchange or traded in an over-the-counter           market, even though
such corporation may be a competitor of the Company or any           subsidiary specified
above, shall not be deemed as constituting a financial           interest in such
competitor. “Geographic Area” shall mean an area that           extends to all
of the United States and to any other country if the Company has           directly or
indirectly (i) sold product for delivery to a customer in that           country during
the 18 months preceding the Effective Date, (ii) actively sought           to sell
product for delivery to any customer in that country during such period           or
(iii) made plans, in which the Executive participated, to sell product for
          delivery to any customer in that country during such period unless the Company
          abandoned such plans prior to the Effective Date.  




        (j)       Confidential
Information. The term “Confidential Information”          shall mean ideas,
information, knowledge and discoveries of the Company and/or a           subsidiary of
the Company, whether or not patentable, that are not generally           known in the
trade or industry, including without limitation defense product           engineering
information, marketing, sales, distribution, pricing and bid process
          information, product specifications, manufacturing procedures, methods,
business           plans, marketing plans, internal memoranda, formulae, know-how,
research and           development and other confidential technical or business
information and data.           “Confidential Information” shall not include
any information that the           Executive can demonstrate is in the public domain by
means other than disclosure           by the Executive. “Confidential Information” shall
also not include           Trade Secrets.  




        (k)       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.  




        (l)       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.  




A-5 










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




        (n)       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;  







	 	        (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  








A-6 









	 	        (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. 



        (o)       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.  




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




        (q)       Perquisite
Amount. The term “Perquisite Amount” means the fair           market value
of the perquisites provided to the Executive by the Employer           (determined as of
the time of the Change in Control or, if higher, immediately           prior to the date
the Notice of Termination is given). For these purposes, the           Perquisite Amount
includes, but is not limited to the fair market value of the           personal use of a
Company car, tax preparation, Executive physical, country club           membership,
spousal travel, and health care reimbursement, and does not include           the value
of welfare benefits, such as medical coverage (including prescription           drug
coverage), dental coverage, life insurance, disability insurance and           accidental
death and dismemberment benefits.  




        (r)       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.  




        (s)       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, such rate to be determined on the Termination Date.  




        (t)       Separation
from Service. The term “Separation from Service”          means the
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.  




A-7 










        (u)       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. 






	 	(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. 






A-8 










        (v)       Termination
of Employment. The term “Termination of Employment”          means a
termination of employment of the Executive (A) when the Company and the
          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.  




        (w)       Trade
Secrets. “Trade Secrets” means “trade secrets”          as
defined in Wis. Stats. Section 134.90(1)(c), as such definition may be           amended
from time to time, of the Company and/or a subsidiary of the Company, as           well
as other information as to which the Company and/or a subsidiary of the           Company
has an obligation of confidentiality or secrecy to any third party.  






A-9