**Exhibit 10.2**

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**[***]INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENTHAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THESECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THESECURITIES EXCHANGE ACT OF 1934, AS AMENDED.**

 

**OSHKOSH TEAMING AGREEMENT**

 

THIS TEAMING AGREEMENT (this“Agreement”) dated as of the 7th day of April, 2009 (the “Effective Date”) isentered into between Force Protection Industries, Inc., a Nevadacorporation (“FPI”) having an office at 9801 Highway 78 Bldg 1 Ladson, SC 29456and Oshkosh Corporation, a Wisconsin corporation (“Subcontractor”), having anoffice at 2307 Oregon Street, Oshkosh, WI 54902. FPI and Subcontractor eachindividually referred to as a “Party” and collectively as the “Parties”.

 

**WITNESSETH**

 

**WHEREAS**, the Partiesexecuted a Mutual Confidential Disclosure Agreement on October 31, 2008(the “MCDA”) regarding Subcontractor’s TAK-4® independent suspension system(the “System”);

 

**WHEREAS**, the MCDApertains, among other things, to FPI’s Cougar armored vehicle and provides thatthe Parties will determine the feasibility of teaming together to provide theU.S. Government with MRAP suspension upgrade; and

 

**WHEREAS**, the Partiesintend this Agreement to apply with respect to FPI’s Cougar armored vehicle aswell as derivatives thereto, including the MRAP 6x6, the MRAP 4x4, JERRV, ILAV,Mastiff Ridgback or TSV (collectively, the “Cougar”); and

 

**WHEREAS**, FPI desiresto maintain configuration control over the Cougar to ensure survivabilityattributes associated with any changes; and

 

**WHEREAS**, Subcontractordesires to maintain configuration control over the System; and

 

**WHEREAS**, the Partieshave expended time and effort to integrate Subcontractor’s System for use on theCougar (the “TAK-4® Cougar Suspension Upgrade” or “TCSU”); and

 

**WHEREAS**, FPI’sspecific contribution, in the form of FPI Proprietary Components, is outlinedin Exhibit 1; and

 

**WHEREAS**, one of FPI’scustomers, the U.S Department of Defense’s Joint Program Office (“JPO”), hasexpressed an interest in upgrading certain Cougars with the TCSU; and

 

**WHEREAS**, the partiesdesire to work together to submit this proposal and also desire to worktogether in a “contractor team arrangement” as that term is defined in FAR9.601(2) to submit proposals to any current or future customers of FPI forthe Cougar (the “Customers”) specifically desiring or requesting the TCSU(collectively “Proposals”); and

 

**WHEREAS**, the Partiesdesire to combine their respective complementary experience, skills, facilitiesand capabilities to offer Customers the best combination of performance, costand delivery in connection with obtaining a contract or contracts for theProposals (the “Contract(s)”); and

 

**WHEREAS**, the Partieswish to define their mutual roles, responsibilities and commitments inconnection with the marketing associated with obtaining Contract(s) forthe Proposals.

 

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**[***]INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENTHAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THESECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THESECURITIES EXCHANGE ACT OF 1934, AS AMENDED.**

 

**NOW, THEREFORE**, inconsideration of the foregoing premises, and the covenants, promises, andagreements set forth below, and other good and valuable consideration, thereceipt, adequacy and sufficiency of which is hereby acknowledged, the partiesagree as follows:

 

**1.0**          PROPOSAL ACTIVITIES

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1.1           During the term of this Agreement, FPI shall act asprime contractor for all efforts under Proposals and Subcontractor shall act assubcontractor for the supply of TCSUs as well as performance of such additionalwork as is agreed to by the Parties to be responsive to issued Proposals. Ifsuch work is called for in a Proposal, Subcontractor shall be granted a rightof first refusal to assemble TCSU kits and to: (a) perform installationsubject to the approval by: (i) the Customer, and (ii) any entitywith which FPI has a prior agreement regarding the ILAV, Mastiff, Ridgback orTSV Cougar vehicles; or (b) train, supervise and certify FPI’s personnelwith respect to the installation of the TCSUs onto Cougars; provided the termsof Subcontractor’s price, delivery and quality for installation or training areagreed in good faith by the Parties to be commercially reasonable (the “Work”).If applicable, FPI shall exert reasonable efforts to obtain, on behalf ofOshkosh, the approval described in (a)(i) and (ii), above. Notwithstandinganything in this Agreement to the contrary, FPI shall retain the right todisassemble the existing Cougar axles as well as the right to provide, kit andinstall the FPI Proprietary Components. However, the parties may by mutualagreement allow Subcontractor to kit the entire TCSU. Subcontractor shallprovide FPI with the interface information and outline drawings of the TAK-4independent suspension in order prepare Proposals or complete Contracts. FPIshall provide Subcontractor with the interface information and outline drawingsfor the FPI Proprietary Components.

 

1.2           FPI shall be the point of contact with the Customersand will prepare the Proposals, integrate the data and material provided bySubcontractor, and submit the Proposals to the Customers. FPI shall timelyinform Subcontractor of communications with the Customer that impactsubcontract performance and shall permit Subcontractor to communicate with theCustomer as requested by the Customer or is reasonably necessary to optimizeProposal success. FPI, in good faith consultation with Subcontractor andpursuant to Subcontractor’s reasonable approval with respect to its content,will make the final determination of the form and content of the Proposals andwill ensure Subcontractor’s data is adequately portrayed and identified asSubcontractor’s portion.

 

1.3           During the term of this Agreement, the Parties’relationship shall be mutually exclusive with respect to the Proposals forCustomers specifically desiring or requesting the TCSU. Neither Party shallsubmit a proposal, or bid for services relating to Proposals separately or withothers, or take any action or make any agreements or representations withrespect to the Proposals that are in any way inconsistent with the Parties’ agreementto jointly pursue the opportunities as provided in this Agreement. However,notwithstanding anything to the contrary in this Agreement, in the event FPIdeclines to continue to pursue a Proposal or a Customer elects to work directlywith Subcontractor in whole or in part, Subcontractor shall then have the rightto continue to pursue the Proposal subject to Article 12, by itself or incombination with others, provided neither Party has created such a circumstancethrough breach of this Agreement.

 

**2.0**          RELATIONSHIP OF THEPARTIES

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2.1           The Parties shall act under this Agreement asindependent contractors, and no Party shall act as agent for, or partner of,the other, nor be authorized to incur any liability or to represent or makecommitments on behalf of the other (except as provided for in this Agreement),and no employee of a Party shall be deemed an employee of any other Party.

 

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**[***] INDICATES MATERIAL THAT HASBEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCHOMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONPURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934,AS AMENDED.**

 

2.2           Nothing in this Agreement shall be deemed toconstitute, create, give effect to or otherwise recognize a joint venture,partnership or formal business entity of any kind, and the rights andobligations of the Parties shall be limited to those expressly set forthherein. No Party shall have any liability or obligation to the others except asexpressly provided in this Agreement.

 

**3.0**          TERM AND TERMINATION

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3.1           Except with respect to the provisions of Articles 4,5, 7, 9, 11 and 12 which shall survive the expiration or earlier terminationhereof, this Agreement and all rights and duties hereunder will cease andterminate with respect a particular Proposal upon the first to occur of thefollowing:

 

3.1.1        cancellation of the Proposal;

 

3.1.2        the elimination of FPI from consideration as a primecontractor for any phase of the Proposal;

 

3.1.3        a decision by the Customer to work directly withSubcontractor subject to the Article 12;

 

3.1.4        disapproval by Customer of a FPI subcontract toSubcontractor, or direction by the Customer to use a subcontract source otherthan Subcontractor for a substantial portion of the Work, provided FPI has madereasonable efforts to secure an opportunity for Subcontractor to participate asset forth herein under the Proposal;

 

3.1.5        failure of FPI and Subcontractor to agree upon amutually acceptable purchase order after negotiation in good faith;

 

3.1.6        expiration of sixty (60) months after the EffectiveDate or the award of a Contract under any pending proposal, whichever comeslater;

 

3.1.7        mutual written agreement of the Parties to terminate;

 

3.1.8        petition by one of the Parties for bankruptcy orreorganization under the bankruptcy laws or assignment for the benefit ofcreditors;

 

3.1.9        A Party’s material breach of the provisions of thisAgreement, which is not cured within fourteen (14) days after receipt ofwritten notice of such breach provided by the other Party; or

 

3.1.10      The execution of a purchase order between FPI andSubcontractor.

 

**4.0**          CONFIDENTIAL/PROPRIETARYINFORMATION

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Theparties shall abide by the terms of the MCDA which is specifically incorporatedby reference.

 

**5.0**          PUBLICITY AND NEWSRELEASE

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Anynews release, public announcement, advertisement or publicity proposed to bereleased by any Party concerning a Proposal or the activities of any Party inconnection with this Agreement or any resulting award of the Contract shall besubject to the approval of all Parties prior to release, which approval shallnot be unreasonably withheld or delayed.

 

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**[***] INDICATES MATERIAL THAT HASBEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCHOMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONPURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934,AS AMENDED.**

 

**6.0**          ASSIGNMENT

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Neitherthis Agreement nor any interest herein may be assigned, in whole or in part, byany Party hereto without the prior written consent of the other Party, exceptby way of merger, consolidation or the acquisition of substantially all of thebusiness assets of a party.

 

**7.0**          DISPUTE RESOLUTION

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ThisAgreement shall be governed by the laws of the State of South Carolina,excluding its conflicts of law rules. It is the intent of the Parties that anydispute be resolved informally and promptly through good faith negotiationbetween them. Either Party may initiate negotiation proceedings by writtennotice to the other Party setting forth the particulars of the dispute. TheParties agree to meet in good faith to jointly define the scope and a method toremedy the dispute. If these proceedings are not successful, a representativeof the senior management from each Party shall meet personally in a good faithattempt to resolve the matter. Should any disputes remain unresolved aftercompletion of the 2 step resolution process set forth above, the Parties shallpromptly submit any dispute to mediation with an independent mediator. In theevent mediation is not successful in resolving the dispute, the Parties agreeto submit the dispute to binding arbitration in Atlanta, Georgia or othermutually agreed-upon location, according to the Commercial Arbitration Rules andProcedures of the American Arbitration Association.

 

**8.0**          SCOPE OF AGREEMENT

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8.1           This Agreement shall relate only to the Proposals specifiedherein and nothing herein shall be deemed to:

 

8.1.1                      Confer any right or impose any obligationor restriction on any Party with respect to any other program, effort ormarketing activity at any time undertaken by any Party hereto; or

 

8.1.2                      Limit the rights of any Party to promote,market, sell, lease, license or otherwise dispose of its products or services;other than with regard to the Proposals and then only as specified herein.

 

**9.0**          NOTICES

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Anynotice, demand or request required or permitted by this Agreement shall be inwriting and shall be given as follows:

 
| FPI:                                                                                                                                                 |   | Subcontractor:                                                                                                          |
|------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------|
| Force  Protection Industries, Inc.

9801  Highway 78, Bldg. 1

Ladson,  SC 29456

Attention:  John Wall, III

Facsimile  No.: 843-553-1311 |   | Oshkosh  Corporation

2307  Oregon Street

Oshkosh,  WI 54902

Attention:  Brad Bauknecht

Facsimile  No.: 920-966-5955 |

** **

**10.0**        PURCHASE ORDERS

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10.1         The parties shall negotiate a Purchase Order, theterms of which will be consistent with any Proposal, the Work requiredthereunder and the Supply Agreement attached as Exhibit 2.

 

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**[***] INDICATES MATERIAL THAT HASBEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCHOMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONPURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934,AS AMENDED.**

 

**11.0**        COMPLIANCE WITH LAWS

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11.1         The Parties acknowledge that the Customer and theParties are subject to the Export Regulations of the United States of Americaregarding export of certain technical data from the United States. Each Partyagrees that it will not export, either directly or indirectly, any informationor data received from Customer or the direct product thereof to any country incontravention of the said Export Regulations, or which, if done by Customerwould violate the laws of the United States of America.

 

11.2         The Parties and their respective officers, employees,representatives, consultants, and subcontractors will comply with the requirementsof Part 3 of the Federal Acquisition Regulations (48 C.F.R 3.000 through3.906), entitled “IMPROPER BUSINESS PRACTICES AND PERSONAL CONFLICTS OFINTEREST” as those requirements apply to those doing business with the FederalGovernment.

 

11.3         Each Party shall comply with the Foreign CorruptPractices Act of 1977 and all other applicable laws, including withoutlimitation those laws dealing with improper or illegal payments, gifts, orgratuities and shall not offer, make or give any such payments, gifts orgratuities to any person (whether governmental official or private individual)for the purpose of inducing such person or individual to make a buyingdecision, or to take any other action favorable to any Party in connection withany Project.

 

**12.0**        COOPERATION AND ROYALTY

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Inthe event that a Customer contacts Subcontractor for the supply of TCSU,Subcontractor shall advise such Customer that it has this existing TeamingAgreement and that the Customer should contact FPI as the Original Equipment Manufacturerof the Cougar. Subcontractor shall immediately advise FPI of any such Customercontact, and provide FPI with any information and documentation that itreceives from the Customer. The parties shall use reasonable efforts tocomplete the order for the Customer through the use of FPI as the primecontractor. Notwithstanding the foregoing, if the parties are unsuccessful or aCustomer provides a written directive requiring that the TCSU be provided bySubcontractor, directly or indirectly through other parties, Subcontractor mayproceed with the sale, provided, Subcontractor shall procure FPI ProprietaryComponents from FPI, provided the terms of FPI’s price, delivery and qualityare agreed to in good faith by the parties to be commercially reasonable, andprovided further that the Subcontractor agrees in writing to pay FPI a royaltyof **[***]**which ispayable within fourteen (14) days of Subcontractor’s receipt of each paymentfrom the Customer.

 

**13.0**        ENTIRE AGREEMENT

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ThisAgreement constitutes the entire understanding and agreement of and between theParties with respect to the subject matter hereof and supersedes all priorrepresentations and agreements, oral or written. It shall not be varied, exceptby an instrument in writing of all subsequent date, duly executed by anyauthorized representatives of both Parties. Article and paragraph headingsherein are for convenience only and shall not limit in any way the scope ofinterpretation of any provision to this Agreement.

 

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**[***] INDICATES MATERIAL THAT HASBEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCHOMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONPURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934,AS AMENDED.**

 

**IN WITNESS WHEREOF**, the partieshereto have caused this Agreement to be executed by their respective dulyauthorized officers effective the day and year first written above.

 

 
| **FORCE  PROTECTION INDUSTRIES, INC.** | ** **                             | **OSHKOSH  CORPORATION** |
|----------------------------------------|----------------------------------------|--------------------------|
|                                   |                                   |                     |   |   |
|                                   |                                   |                     |   |   |
| **By:**                                | /s/  Mark V. Edwards                   | ** **               | **By:** | /s/  Richard A. Hove |
|                                   |                                   |                     |   |   |
| **Name:**                              | Mark  V. Edwards                       | ** **               | **Name:** | Richard  A. Hove |
|                                   |                                   |                     |   |   |
| **Title:**                             | Executive  Vice President, Development | ** **               | **Title:** | Executive  VP and President, Defense |

 

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**[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICHCONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEENFILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.**

 

**EXHIBIT 1**

 

The FPI Proprietary Components comprise:

 

1.       Removal of existing **[***]**, supply andinstallation **[***]**and relocating **[***]**

2.       Supply and installation of **[***]**and transfer **[***]**

3.       Supply and installation of **[***]**, asspecifically conformed **[***]**

 

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