Exhibit 10.2



 











Exhibit 10.2




JLG INDUSTRIES, INC.




2005 RESTATED ANNUAL MANAGEMENT INCENTIVE PLAN




Section 1.     Purpose



     
The purpose of the JLG Industries, Inc. 2005 Restated Annual
Management Incentive Plan (the “Plan”) is to provide
annual incentive awards in order to motivate certain executive
officers and key employees of JLG Industries, Inc., a
Pennsylvania corporation, and its Subsidiaries to put forth
maximum efforts toward the growth, profitability and success of
the Company and its Subsidiaries and to encourage such
individuals to remain in the employ of the Company or a
Subsidiary.




Section 2.     Definitions



     
In this Plan document, unless the context clearly indicates
otherwise, words in the masculine gender shall be deemed to
include a reference to the female gender, any term used in the
singular also shall refer to the plural, and the following
terms, when capitalized, shall have the meaning set forth in
this Section 2:






		
	 	     
    1. “Award” means a potential cash benefit
    payable or cash benefit paid to a person in accordance with the
    terms and conditions of the Plan.
	 
	 	     
    2. “Beneficiary” means the person or
    persons designated in writing by the Grantee as his beneficiary
    in respect of an Award; or, in the absence of an effective
    designation or if the designated person or persons predecease
    the Grantee, the Grantee’s Beneficiary shall be the person
    or persons who acquire by bequest or inheritance the
    Grantee’s rights in respect of an Award. In order to be
    effective, a Grantee’s designation of a Beneficiary must be
    on file with the Company before the Grantee’s death. Any
    such designation may be revoked and a new designation
    substituted therefor at any time before the Grantee’s death.
	 
	 	     
    3. “Board of Directors” or
    “Board” means the Board of Directors of the
    Company.
	 
	 	     
    4. “Code” means the Internal Revenue Code
    of 1986, as amended from time to time.
	 
	 	     
    5. “Committee” means a committee appointed
    by the Board for the purpose of administering the Plan. The
    Committee shall consist of two or more members of the
    Compensation Committee of the Board, each of whom shall qualify,
    at the time of appointment and thereafter, as an “outside
    director” within the meaning of Section 162(m) of the
    Code (or a successor provision of similar import), as in effect
    from time to time.
	 
	 	     
    6. “Company” means JLG Industries, Inc.
	 
	 	     
    7. “Covered Executive” means an individual
    who is determined by the Committee to be reasonably likely to be
    a “covered employee” under Section 162(m) of the
    Code as of the end of the Company’s taxable year for which
    an Award to the individual will be deductible and whose Award
    would exceed the deductibility limits under Section 162(m)
    if such Award is not Performance-Based Compensation.
	 
	 	     
    8. “Disability” or “Disabled”
    means having a total and permanent disability as defined in
    Section 22(e)(3) of the Code.
	 
	 	     
    9. “Grantee” means an executive officer or
    key employee of the Company or a Subsidiary to whom an Award has
    been granted under the Plan.
	 
	 	     
    10. “Performance Objective” means the goal
    or goals identified by the Committee that will result in an
    Award if the target for the Performance Year is satisfied.
	 
	 	     
    11. “Performance Year” means the fiscal
    year beginning August 1 and ending July 31.
	 
	 	     
    12. “Performance-Based Compensation” means
    compensation that is intended to qualify as
    “performance-based compensation” under
    Section 162(m) of the Code and the regulations thereunder.



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    13. “Plan” means the JLG Industries, Inc.
    2005 Restated Annual Management Incentive Plan, as set forth
    herein and as amended from time to time.
	 
	 	     
    14. “Retirement” means retirement pursuant
    to the JLG Industries, Inc. Employees’ Retirement Savings
    Plan, as amended from time to time.
	 
	 	     
    15. “Subsidiary” means a corporation,
    association, partnership, limited liability company, joint
    venture, business trust, organization, or business of which the
    Company directly or indirectly through one or more
    intermediaries owns at least 50% of the outstanding capital
    stock (or other shares of beneficial interest) entitled to vote
    generally in the election of directors or other managers of the
    entity.




Section 3.     Administration



     
(a) The Plan shall be administered by the Committee. The
Committee shall have all the powers vested in it by the terms of
the Plan, such powers to include authority (within the
limitations described herein) to select the persons to be
granted Awards under the Plan, to determine the time when Awards
will be granted, to determine whether performance objectives and
other conditions for earning Awards have been met, to determine
whether Awards will be paid at the end of the Performance Year
or deferred to a later date, and to determine whether an Award
or payment of an Award should be reduced or eliminated. The
Committee is authorized, subject to the remaining provisions of
the Plan, to establish such rules and regulations as it deems
necessary for the proper administration of the Plan and to make
such determinations and interpretations and to take such action
in connection with the Plan and any Awards granted hereunder as
it deems necessary or advisable. All determinations and
interpretations made by the Committee shall be binding and
conclusive on all persons participating in the Plan and their
legal representatives.



     
(b) The Committee may not delegate to any individual the
authority to make determinations concerning that
individual’s own Awards, or the Awards of any Covered
Executive. Except as provided in the preceding sentence, the
Committee may delegate to one or more of its members, or to one
or more executive officers of the Company, including the Chief
Executive Officer, authority (i) to select key employees to
receive Awards under the Plan, and (ii) to make all other
determinations in respect of such Awards. In addition, the
Committee may delegate to such persons such administrative
duties as it deems advisable. References herein to the Committee
shall include any delegate described under this paragraph,
except where the context or the regulations under Code
Section 162(m) otherwise require.



     
(c) The Committee, or any person to whom it has delegated
duties as described herein, may employ one or more persons to
render advice with respect to any responsibility the Committee
or such person may have under the Plan (including such legal or
other counsel, consultants, and agents as it may deem desirable
for the administration of the Plan) and may rely upon any
opinion or computation received from any such counsel,
consultant, or agent. Expenses incurred in the engagement of
such counsel, consultant, or agent shall be paid by the Company.




Section 4.     Eligibility



     
The Committee may grant Awards under the Plan to such executive
officers and key employees of the Company as it shall select for
participation pursuant to Section 3 above.




Section 5.     Awards;
Limitations on Awards



     
(a) Each Award granted under the Plan shall represent an
amount payable in cash by the Company to the Grantee upon
achievement of one or more or a combination of Performance
Objectives in a Performance Year, subject to all other terms and
conditions of the Plan and to such other terms and conditions as
may be specified by the Committee. The grant of Awards under the
Plan to Covered Executives shall be evidenced by Award letters
in a form approved by the Committee from time to time which
shall contain the terms and conditions, as determined by the
Committee, of a Grantee’s Award; provided, however, that in
the event of any conflict between the provisions of the Plan and
any Award letters, the provisions of the Plan shall prevail. An
Award shall be determined by multiplying the Grantee’s
target percentage of base salary with respect to a



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Performance Year by applicable factors and percentages based on
the achievement of Performance Objectives, subject to the
discretion of the Committee provided in Section 6 hereof.



     
(b) The maximum amount of an Award granted to any one
Grantee in respect of a Performance Year shall not exceed
$3.5 million. This maximum amount limitation shall be
measured at the time of settlement of an Award under
Section 7.



     
(c) Annual Performance Objectives shall be based on the
performance of the Company, one or more of its Subsidiaries or
affiliates, one or more of its units or divisions and/or the
individual for the Performance Year. The Committee shall use one
or more of the following business criteria to establish
Performance Objectives for Grantees who are Covered Executives:
increase in net sales; pretax income before allocation of
corporate overhead and bonus; budget; earnings per share; net
income; attainment of division, group or corporate financial
goals; return on stockholders’ equity; return on assets;
attainment of strategic and operational initiatives;
appreciation in or maintenance of the price of the common stock
or any other publicly-traded securities of the Company; increase
in market share; gross profits; earnings before interest and
taxes; earnings before interest, taxes, depreciation and
amortization; economic value-added models; comparisons with
various stock market indices; or reductions in costs. The
Performance Objective for any Covered Executive shall be
sufficiently specific that a third party having knowledge of the
relevant facts could determine whether the objective is met; and
the outcome under the Performance Objective shall be
substantially uncertain when the Committee establishes the
objective. In the case of a Grantee who is not a Covered
Executive, the Committee may establish Performance Objectives
using the criteria listed above in this Section 5(c), or
the Committee may use any other measure of performance that it
shall approve in its discretion.




Section 6.     Grant Of
Awards



     
(a) The Committee shall grant Awards to any Grantees who
are Covered Executives not later than 90 days after the
commencement of the Performance Year. If a Covered Executive is
initially employed by the Company or a Subsidiary after the
beginning of a Performance Year, the Committee may grant an
Award to that Covered Executive with respect to a period of
service following the Covered Executive’s date of hire,
provided that no more than 25% of the relevant service period
has elapsed when the Committee grants the Award and the
Performance Objective otherwise satisfies the requirements
applicable to Covered Executives. The Committee shall select
Grantees other than Covered Executives for participation in the
Plan and shall grant Awards to such Grantees at such times as
the Committee may determine. In granting an Award, the Committee
shall establish the terms of the Award, including the
Performance Objective and the maximum amount that will be paid
(subject to the limit in Section 5) if the Performance
Objective is achieved. The Committee may establish different
payment levels under an Award based on different levels of
achievement under the Performance Objective.



     
(b) After the end of each Performance Year, the Committee
shall determine the amount payable to each Grantee in settlement
of the Grantee’s Award for the Performance Year. The
Committee, in its discretion, may reduce the maximum payment
established when the Award was granted, or may determine to make
no payment under the Award. The Committee, in its discretion,
may increase the amount payable under the Award (but not to an
amount greater than the limit in Section 5) to a Grantee
who is not a Covered Executive. The Committee shall certify in
writing, in a manner conforming to applicable regulations under
Section 162(m) of the Code, prior to the settlement of each
Award granted to a Covered Executive, that the Performance
Objectives and other material terms of the Award upon which
settlement of the Award was conditioned have been satisfied.



     
(c) The Committee may adjust or modify Awards or terms of
Awards (1) in recognition of unusual or nonrecurring events
affecting the Company or any business unit, or the financial
statements or results thereof, or in response to changes in
applicable laws (including tax, disclosure, and other laws),
regulations, accounting principles, or other circumstances
deemed relevant by the Committee, (2) with respect to any
Grantee whose position or duties with the Company change during
a Performance Year, or (3) with respect to any person who
first becomes a Grantee after the first day of the Performance
Year; provided, however, that no



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adjustment to an Award granted to a Covered Executive shall be
authorized or made if, and to the extent that, such
authorization or the making of such adjustment would contravene
the requirements applicable to Performance-Based Compensation.




Section 7.     Settlement
Of Awards



     
(a) Except as provided in this Section 7, each Grantee
shall receive payment of a cash lump sum in settlement of his or
her Award, in the amount determined in accordance with
Section 6, as promptly as practicable following the time
such determination in respect thereof has been reached by the
Committee. No Award to a Covered Executive for a Performance
Year commencing after July 31, 2005, shall be settled until
the shareholders of the Company have approved the Plan in a
manner that satisfies the requirements of Section 162(m) of
the Code.



     
(b) Each Grantee shall have the right to defer his or her
receipt of part or all of any payment due in settlement of an
Award under and in accordance with the terms and conditions of
any deferred compensation plan or arrangement of the Company
unless otherwise specified by the Committee.




Section 8.     Termination
Of Employment



     
Except as otherwise provided in any written agreement between
the Company and a Grantee, if a Grantee ceases to be employed by
the Company prior to the end of a Performance Year for any
reason other than death, Disability, or Retirement, any Award
for such Performance Year shall be forfeited. If such cessation
of employment results from such Grantee’s death,
Disability, or Retirement, the Committee shall determine, in its
sole discretion and in such manner as it may deem reasonable,
subject to Section 9, the extent to which the Performance
Objectives for the Performance Year or portion thereof completed
at the date of cessation of employment have been achieved, and
the amount payable in settlement of the Award based on such
determinations. The Committee may base such determination on the
performance achieved for the full year, in which case its
determination may be deferred until following the Performance
Year. Such determinations shall be set forth in a written
certification, as specified in Section 6. Such Grantee or
his or her beneficiary shall be entitled to receive settlement
of such Award at the earliest time such payment may be made
without causing the payment to fail to be deductible by the
Company under Section 162(m) of the Code.




Section 9.     Status Of
Awards Under Section 162(m)



     
It is the intent of the Company that Awards granted to Covered
Executives for Performance Years commencing after July 31,
2005, shall constitute Performance-Based Compensation, if at the
time of settlement the Grantee remains a Covered Executive.
Accordingly, the Plan shall be interpreted in a manner
consistent with Section 162(m) of the Code and the
regulations thereunder. If any provision of the Plan relating to
a Covered Executive or any Award letter evidencing such an Award
to a Covered Executive does not comply with, or is inconsistent
with, the provisions of Section 162(m)(4)(C) of the Code or
the regulations thereunder (including Treasury Regulation
§ 1.162-27(e)) for Performance-Based Compensation,
such provision shall be construed or deemed amended to the
extent necessary to conform to such requirements.




Section 10.     Transferability



     
Awards and any other benefit payable under, or interest in, this
Plan are not transferable by a Grantee except upon a
Grantee’s death by will or the laws of descent and
distribution, and shall not be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, or charge, and any such attempted action shall be
void.




Section 11.     Withholding



     
All payments relating to an Award, whether at settlement or
resulting from any further deferral or issuance of an Award
under another plan of the Company in settlement of the Award,
shall be net of any amounts required to be withheld pursuant to
applicable federal, state and local tax withholding requirements.



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Section 12.     Tenure



     
A Grantee’s right, if any, to continue to serve the Company
as a Covered Executive, officer, employee, or otherwise, shall
not be enlarged or otherwise affected by his or her designation
as a Grantee or any other event under the Plan.




Section 13.     No
Rights To Participation or Settlement



     
Nothing in the Plan shall be deemed to give any eligible
employee any right to participate in the Plan except upon
determination of the Committee. Until the Committee has
determined to settle an Award under Section 7, a
Grantee’s selection to participate, the grant of an Award,
and other events under the Plan shall not be construed as a
commitment that any Award will be settled under the Plan. The
foregoing notwithstanding, the Committee may authorize legal
commitments with respect to Awards under the terms of an
employment agreement or other agreement with a Grantee, to the
extent of the Committee’s authority under the Plan,
including commitments that limit the Committee’s future
discretion under the Plan, but in all cases subject to
Section 9.




Section 14.     Unfunded
Plan



     
Grantees shall have no right, title, or interest whatsoever in
or to any specific assets of the Company, or to any investments
that the Company may make to aid in meeting its obligations
under the Plan. Nothing contained in the Plan, and no action
taken pursuant to its provisions, shall create or be construed
to create a trust of any kind, or a fiduciary relationship
between the Company and any Grantee, beneficiary, legal
representative or any other person. To the extent that any
person acquires a right to receive payments from the Company
under the Plan, such right shall be no greater than the right of
an unsecured general creditor of the Company. All payments to be
made hereunder shall be paid from the general funds of the
Company. The Company shall not be required to establish any
special or separate fund, or to segregate any assets, to assure
payment of such amounts. The Plan is not intended to be subject
to the Employee Retirement Income Security Act of 1974, as
amended.




Section 15.     Other
Compensatory Plans And Arrangements



     
Nothing in the Plan shall preclude any Grantee from
participation in any other compensation or benefit plan of the
Company or its Subsidiaries. The adoption of the Plan and the
grant of Awards hereunder shall not preclude the Company or any
Subsidiary from paying any other compensation apart from the
Plan, including compensation for services or in respect of
performance in a Performance Year for which an Award has been
made. If an Award to a Covered Executive may not be settled
under the terms of the Plan, however (for example, because the
Covered Executive has not achieved the Performance Objective or
because shareholders have not approved the Plan), neither the
Company nor a Subsidiary may pay any part of the Award to the
Covered Executive outside the Plan.




Section 16.     Duration,
Amendment And Termination Of Plan



     
No Award may be granted in respect of any Performance Year
commencing after July 31, 2010. The Board may amend the
Plan from time to time (either retroactively or prospectively),
and may suspend or terminate the Plan at any time, provided that
any such action shall be subject to shareholder approval if and
to the extent required to ensure that compensation under the
Plan will qualify as Performance-Based Compensation, or as
otherwise may be required under applicable law.



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Section 17.     Governing
Law



     
The Plan, Awards granted hereunder, and actions taken in
connection herewith shall be governed and construed in
accordance with the laws of the Commonwealth of Pennsylvania
(regardless of the law that might otherwise govern under
applicable Pennsylvania principles of conflict of laws).




Section 18.     Effective
Date



     
The Plan shall be effective as of August 1, 2004; provided,
however, that Awards granted for Performance Years commencing
after July 31, 2005, shall be subject to approval of the
shareholders of the Company at an annual meeting or any special
meeting of stockholders of the Company before settlement of
Awards for the Performance Year ending on July 31, 2006, so
that compensation will qualify as Performance-Based
Compensation. Awards for the Performance Year ending
July 31, 2005, are not intended to qualify as Performance
Based Compensation and therefore are not subject to shareholder
approval. In addition, the Board may determine to submit the
Plan to shareholders for reapproval at such time, if any,
required in order that compensation under the Plan shall qualify
as Performance-Based Compensation.



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