Exhibit
10.6


 


EXECUTION


 


RETIREMENT AGREEMENT


 


THIS
AGREEMENT is made as of this 21st day of September, 2010, between OSHKOSH
CORPORATION, a Wisconsin corporation (the “Company”), and ROBERT G. BOHN (the “Executive”).


 


RECITALS


 


WHEREAS,
the Executive and the Company executed an initial Employment Agreement as of October 15,
1998, which was subsequently amended as of July 1, 2000 and December 31,
2000 and then amended and restated as of January 1, 2008 (the “Employment
Agreement”);


 


WHEREAS,
the Executive is currently employed by the Company as Chief Executive Officer (“CEO”)
and as Chairman of its Board of Directors (“Chairman”);


 


WHEREAS,
the Executive will announce on September 21, 2010 that he will retire at
the end of 2010; and


 


WHEREAS,
the Executive and the Company wish to provide for an orderly transition of the
CEO and Chairman positions.


 


NOW,
THEREFORE, the parties agree as follows:


 


1.             Retirement
Arrangements.  In
order to facilitate an orderly transition of the Chairman and CEO positions at
the Company, the Executive hereby voluntarily resigns from his position as CEO
and all other positions with all affiliates of the Company effective as of December 31,
2010 (“Retirement”) and will resign as Chairman at the Annual Meeting of
Shareholders to be held in February, 2011.


 


2.             Employment
Agreement.  While
the Executive remains the CEO through December 31, 2010, his Employment
Agreement remains in full force and effect, including that he will continue to
be paid a base salary at an annual rate of $1,184,502 less applicable
deductions and withholding, payable in accordance with the Company’s standard
payroll procedures.


 


3.             Transition
Arrangement.  Beginning
January 1, 2011 and continuing through November 30, 2011 (the “Transition
Period”), the Executive will continue his employment with the Company and will
be available to consult with, otherwise assist or provide general advice to,
the then CEO and to the Board as they may reasonably request, consistent with
the Executive’s other commitments; provided, however, that the Executive shall
devote his full-time business efforts exclusively to the Company and shall not
be employed as an employee of another business during the Transition
Period.  Following Retirement, the salary
payable to the Executive for the Transition Period will be the total sum of
$1,000,000, less applicable deductions and withholding, payable proportionately
over the Transition Period in accordance with the Company’s standard payroll
procedures.  The Executive’s employment
with the Company shall cease at the end of the Transition Period on November 30,
2011.


 

















 


4.             Bonus
and Incentive Plans.


 


(a)           The Executive
will continue to participate in the Company’s annual cash bonus for the Company’s
fiscal year ending September 30, 2010 and will be entitled to a payout in
accordance with the terms of the grant and calculated in a manner consistent
with that of other senior executives under such plan, and have continuing
rights under performance share awards that he received prior to September 20,
2010 in accordance with their terms.


 


(b)           In lieu of any
bonus, long-term incentive or performance shares for the Company’s fiscal year
ending September 30, 2011, the Executive will receive a bonus payment of
$1,000,000, less applicable deductions and withholding, payable on his December 31,
2010 Retirement date.


 


(c)           The Executive
will be entitled to receive a number of Shares (as defined in the Company’s
2004 Incentive Stock and Awards Plan) determined under the terms of the
performance share award granted to him in 2008 and calculated in a manner
consistent with that of other senior executives.  In addition, upon the conclusion of the
Transition Period, the Executive will be entitled to receive a number of Shares
(as defined in the Company’s 2009 Incentive Stock and Awards Plan) determined
under the terms of performance share award granted to him in 2009 and
calculated in a manner consistent with that of other senior executives.


 


(d)           The Executive
acknowledges and agrees that for purposes of vesting and termination of the
outstanding stock options and performance shares held by the Executive, the
term “Retirement” shall have the meaning set forth in the Company’s 2009
Incentive Stock and Awards Plan, the Company’s 2004 Incentive Stock and Awards
Plan or the Performance Share Plan, as applicable, and which, therefore, shall
be at the conclusion of the Transition Period on November 30, 2011.


 


(e)           In recognition
of the Executive’s years of service and contribution to the Company and the
non-competition provisions described in Section 9, the Executive will
receive an early retirement supplement in the total sum of $1,000,000, less
applicable deductions and withholding, payable proportionately over thirty-six
months commencing with the month following the end of the Transition Period in
accordance with the Company’s standard payroll procedures.


 


(f)            The Executive
acknowledges that he will not receive and is not entitled to receive any
further awards or payments with respect to any bonus, long-term incentive or
performance shares on or after September 20, 2010 under any bonus,
incentive, or equity  plan or program of
the Company, other than as provided in this Section 4.


 


5.             Benefits.  While the Executive remains an employee of the Company
through the end of the Transition Period, except as provided in Section 4(f) and
with regard to the Executive’s life and disability insurance benefits under
Sections 3(e) and 10 of his Employment Agreement, he will continue to
participate in the Company’s benefit plans at his current levels.  The life and 


 


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disability
insurance benefits described in Sections 3(e) and 10 of the Employment
Agreement will cease on the Executive’s December 31, 2010 Retirement
date.  At the end of the Transition
Period, the Company will continue to provide the Executive with medical, dental
and vision benefits at active employee rates for senior executives until the
earlier of (a) the date on which the Executive obtains alternative
coverage or (b) December 31, 2013. 
If no alternative coverage is obtained as of December 31, 2013, the
Executive will be entitled to elect COBRA continuation coverage at the
Executive’s expense in accordance with the provisions of Section 4980B of
the Code, which COBRA coverage period will begin at the close of the period of
such continued participation, except that the Executive will be entitled to
participate in any health plan of the Company available to similarly situated
retirees of the Company to the extent the terms of such plan are more favorable
to the Executive and to the extent the Executive qualifies.  In addition, Section 12 of the
Employment Agreement will continue to apply for a three (3) year period
after the Executive’s Retirement.  The
Company will impute the fair market value of the employer-provided continued
coverage as taxable income to the Executive.


 


6.             SERP.  Subject to the limitations set forth in this Section and
the forfeiture provisions in Section 10, the Executive will receive a
supplemental retirement benefit as determined under Section 11 of the
Employment Agreement which equals $62,411 payable monthly in the form of a
joint and 100% survivor annuity.  Subject
to forfeiture and reduction in accordance with Section 10, the Executive
shall not accrue a benefit, nor be entitled to receive a monthly payment, that
exceeds $62,411.  Payments shall commence
following the end of the Transition Period on December 1, 2011.  In the event of the
Executive’s death, his surviving spouse will be entitled to receive a survivor
benefit that is one-hundred (100% ) of the Executive’s benefit ($62,411 payable
monthly).


 


7.             Cooperation.  Both
before and after his resignation as CEO, the Executive will cooperate fully
with the Company in any investigation, negotiation, litigation or other action
arising out of transactions or other matters in which he was involved or of
which he had knowledge during his employment at the Company.  In the event such a matter arises, the
Company will fully reimburse the Executive for any reasonable expenses incurred
by him in the course of his cooperation.


 


8.              No Disparagement.  The
parties agree that they (in the Company’s case, through senior executives) will
not, directly or indirectly, individually or in concert with others, engage in
any conduct or make any statement calculated or likely to have the effect of
undermining, disparaging or otherwise reflecting poorly upon the other, though
each (in the Company’s case, through representatives) may give truthful and
non-malicious testimony if properly subpoenaed to testify under oath.


 


9.             Non-Competition/Non-Solicitation/Non-disclosure.  The Executive
acknowledges that he previously entered into the Employment Agreement and that
such agreement, including the non-competition provisions therein, continue in
full force and effect according to their terms, except as modified by this
Agreement.  The Executive agrees that, in
exchange for the payments and other terms described herein, the Executive shall
be bound by the non-competition provisions in 
Section 6 of the Employment Agreement during the Transition Period
and for a period of two 


 


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(2) years
following the conclusion of the Transition Period and the non-disclosure
provisions in  Section 7 of the
Employment Agreement during the Transition Period and for a period of five (5) years
following the conclusion of the Transition Period.  In addition, during the Transition Period and
for a period of two (2) years following the conclusion of the Transition
Period, the Executive will not, without the written consent of the Company,
recruit, solicit or induce, or cause, allow, permit or aid others to recruit,
solicit or induce, or to communicate in support of those activities, any
employee of the Company whom the Executive supervised or about whom the
Executive gained confidential information at any time during the most recent
eighteen (18) months of the Executive’s employment to terminate his/her
employment with the Company.  Except as
may be necessary for the Executive to provide transitional services to the
Company under  Section 5, the
Executive further agrees to return to the Company upon his Retirement all
Company property and confidential and/or proprietary information including the
originals and all copies and excerpts of documents, drawings, reports,
specifications, samples and the like that were/are in his possession at all
Company and non-Company locations, including but not limited to information
stored electronically on computer hard drives or disks in accordance with the
requirements of  Section 7(c) of
the Employment Agreement and further agrees to return all such documents and
materials to the Company used in providing transitional services to the Company
at the end of the Transition Period.


 


10.           Breach
of Agreement.  The Executive agrees to
repay to the Company all sums received from the Company under Section 4(e) and
agrees that “$44,174” shall be substituted for “62,411” wherever it appears in Section 6
of this Agreement if he is finally determined by a court of competent
jurisdiction to have committed a material breach of his obligations under this
Agreement, or Sections 6 or 7 of the Employment Agreement.  In any dispute regarding compensation and
benefits payable by the Company under this Agreement, each party will pay its
own fees and costs.


 


11.           General
Release and Waiver.  The Executive shall not be entitled to any
payment or benefit provided under Section 4(b), Section 4(e), or the
last sentence of Section 5, unless the Executive timely executes and
delivers to the Company a release in the form attached hereto as Attachment A
such that the revocation period specified in the release expires without the
Executive exercising his right of revocation as set forth in the release prior
to the provision of the payment or benefit. 
In addition, the Executive shall not be entitled to any payment or
benefit provided under Section 4(e) or the last sentence of Section 5,
and agrees to repay to the Company all sums received from the Company
under  Sections 4(e) and the last
sentence of Section 5, unless (x) the Executive executes and delivers
to the Company a release in the form attached hereto as Attachment A no later
than twenty-one (21) days after the last day of the Transition Period and (y) the
revocation period specified in the release expires without the Executive
exercising his right of revocation as set forth in the release.


 


12.           Binding
Effect.  This Agreement
shall be binding upon and inure to the benefit of the Executive’s executors,
administrators, legal representatives, heirs and legatees and on the Company
and its subsidiaries, affiliates, agents, employees, officers and their
respective successors and assigns.  No
right to receive payments hereunder shall be assignable, transferable, or
subject to 


 


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sale,
mortgage, pledge, hypothecation, anticipation, garnishment, attachment,
execution or levy or any kind.


 


13.           Governing
Law.  This Agreement
shall be governed by, and interpreted, construed and enforced in accordance
with, the laws of the State of Wisconsin.


 


14.           Counterparts
and Headings.  The headings of the sections
of this Agreement are for reference purposes only and do not define or limit,
and shall not be used to interpret or construe, the contents of this Agreement.


 


15.           Modification of Agreement.  This Agreement may be modified only by mutual
consent of the Executive and the Company, which consent shall be evidenced in a
written document executed by the
Executive and by a duly authorized officer of the Company.


 


16.            Taxes.  The Company shall be entitled to withhold
from any and all payments made to the Executive all federal, state, local
and/or other taxes which the Company determines are required to be so withheld
from such payments or by reason of any other settlement of stock awards or
payments made to or on behalf of the Executive for his benefit hereunder.  This Agreement is intended to comply with, or
otherwise be exempt from, Section 409A of the Internal Revenue Code (the “Code”).  The Company shall undertake to administer,
interpret, and construe this Agreement in a manner that does not result in the
imposition to the Executive of additional taxes or interest under Code
Section 409A.  The preceding
provision, however, shall not be construed as a guarantee by the Company of any
particular tax effect to the Executive under this Agreement or his Employment
Agreement. The Company shall not be liable to the Executive for any payment
made under this Agreement that is determined to result in an additional tax,
penalty, or interest under Code Section 409A, nor for reporting in good
faith any payment made under this Agreement as an amount includible in gross
income under Code Section 409A.  Nothing
herein shall require the Company to provide the Executive with any gross-up for
any tax, interest or penalty incurred by the Executive under Code Section 409A.


 


17.           Miscellaneous.  This Agreement constitutes the entire
agreement and understanding between the Company and the Executive concerning
the Retirement and resignation as Chairman and CEO and supersedes and
extinguishes any and all other previous agreements or understandings, whether
written or oral, between the Company and the Executive concerning such subject
matter.  The waiver by any party of the
breach of any provision of this Agreement shall not operate or be construed as
a waiver of any subsequent breach by any party. 
Each provision of this Agreement is separate and severable.  If any provision of this Agreement is held
invalid by any court, agency, or tribunal, that provision shall be modified to
the minimum extent necessary to make it valid, and shall not impair the
validity of any other provision of this Agreement, which shall remain in full
force and effect.  Except as modified by
this Agreement, Sections 3(e), 3(h), 5 — 7, 11, 14(c), 15 — 17 of the
Employment Agreement will survive beyond the Retirement date until the end of
the Transition Period and all other provisions in the Employment Agreement will
terminate on December 31, 2010.  Executive’s Key Executive Employment and
Severance Agreement will terminate on December 31, 2010.  In addition, except as modified by this
Agreement, Sections 3(h), 6, 7, 11, 15 — 17 of the Employment Agreement and the
provisions of 


 


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this
Agreement will survive beyond the Executive’s termination of employment at the
end of the Transition Period.


 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date set
forth below.


 


OSHKOSH
CORPORATION


 


 


	
  By:

  	
  /s/
  Richard M. Donnelly

  	
   

  	
  Date:
  Sept. 21, 2010

  
	
  Name:
  Richard M. Donnelly

  	
   

  	
   

  
	
  Title:
  Chair, Human Resources Committee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTIVE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Robert G. Bohn

  	
   

  	
  Date:
  Sept. 21, 2010

  
	
  Robert
  G. Bohn

  	
   

  	
   

  



 


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ATTACHMENT A


 


RELEASE


 


1.             Release
and Waiver.  In consideration for the promises made by the
Company in the Retirement Agreement to which this Release is Attachment A,
Robert G. Bohn (the “Executive”), for the Executive and the Executive’s
heirs, executors, administrators and any person or entity acting by, through,
or under the Executive, hereby waives, releases, holds harmless and forever
discharges Oshkosh Corporation, a Wisconsin corporation (the “Company”),
and all of its affiliates, and its and their directors, officers,
representatives, agents, employees, joint ventures, attorneys, successors and
assigns and all persons or entities acting by, through, under or in concert
with such affiliates, and its and their directors, officers, representatives,
agents, employees, joint ventures, attorneys, benefit plans and plan
administrators, successors and assigns (collectively and individually referred
to as the “Released Parties”) from any and all liability, rights,
claims, demands, damages, debts, dues, sums of money, accounts, attorneys’
fees, complaints, judgments, executions, actions or causes of action for relief
or remuneration of any kind whatsoever, whether known or unknown at this time,
including, but not limited to, all matters in law, in equity, in contract, or
in tort, which the Executive has or may have against the Released Parties or
any of them based upon or arising out of any matter whatsoever, which occurred
at any time prior to the date of the Executive’s execution hereof (“Release
Period End”), including but not limited to any rights, claims, complaints
or actions or causes of action which were or could have been asserted by the
Executive arising out of or related to his employment by or affiliation with
Company or his retirement or termination of employment.  Without limiting the generality of the
foregoing, this Release applies to: (a) any claims related to the
Executive’s employment with the Company and/or retirement therefrom; (b) any
claims for additional compensation, bonuses, or benefits under any benefit
plan, policy or practice; (c) any claims for wrongful termination,
defamation, invasion of privacy or any other common law claims; (d) any
claims of discrimination, harassment or retaliation based on age, national
origin, race, religion, sexual orientation, or physical or mental disability or
medical condition unrelated to the ability to perform; and (e) any claims
under any federal, state or local statutes, ordinances, rules, regulations or
orders, including, but not limited to, any claim or cause of action based on
any wage payment laws, the Fair Labor Standards Act, the Civil Rights Act of
1866, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991,
the Age Discrimination in Employment Act of 1967, the Americans with
Disabilities Act, the Equal Pay Act, the Older Workers’ Benefit Protection Act,
the Rehabilitation Act of 1973, the Employee Retirement Income Security Act of
1974, the Consolidated Omnibus Budget Reconciliation Act of 1985, the National
Labor Relations Act, the Family and Medical Leave Act, the Vietnam Era Veterans’
Readjustment Assistance Act of 1974 and any state Human Rights Act, as each of
them has been or may be amended.


 


2.             Miscellaneous.  The Executive agrees and
acknowledges as follows:


 


(a)           By this Release, the Executive does not release or waive any claims or
rights which cannot be waived by law and does not release or waive rights to
obtain payments, benefits and exercise any rights under the Retirement
Agreement.


 


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(b)           By this Release, the Executive does not release or waive any right or
claim which he has or may have under the Age Discrimination in Employment Act,
as amended, which arises based on events occurring after the Release Period End.


 


(c)           The Executive does not release or waive any right or claim he may have,
which arises based on events occurring after the Release Period End.


 


(d)           The Executive acknowledges and represents that he (i) carefully
read and understands this Release, (ii) had the opportunity to consult
with legal counsel prior to executing this Release, (iii) understand the
legal effect and binding nature of this Release, and (iv) is acting
voluntarily (and not as a result of any threats or coercion) and with full
knowledge of his actions in executing this Release, with the intent of being
bound by this Release.  Further, the
Executive acknowledges that he has been given at least twenty-one (21) days to
fully consider entering into this Release. 
The Executive acknowledges and represents that if he elects to sign this
Release prior to the expiration of twenty-one (21) days, he has done so
voluntarily and knowingly.  The Executive
understands that he may revoke this Release within the first seven (7) days
after his execution of this Release (“Revocation Period”), in which case
this Release shall not become effective or enforceable and all terms of this
Release shall become null and void.  If
not revoked during the Revocation Period, this Release shall remain in full
force and effect.


 


	
  AGREED
  TO AND ACCEPTED BY:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTIVE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Robert G. Bohn

  	
   

  	
  Date:
  Sept. 21, 2010

  
	
  Robert
  G. Bohn

  	
   

  	
   

  



 


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