Exhibit 10.1



 











Exhibit 10.1




JLG INDUSTRIES, INC.




2005 LONG TERM INCENTIVE PLAN






		
	1.	
    PURPOSE



     
The JLG Industries, Inc. 2005 Long Term Incentive Plan (the
“Plan”), is designed to enable key personnel and
Outside Directors of JLG Industries, Inc. (the
“Company”) and its Subsidiaries to acquire or increase
a proprietary interest in the Company, and thus to share in the
future success of the Company’s business. In addition, the
Plan is designed to motivate key personnel by means of
growth-related incentives to achieve long-range goals.
Accordingly, the Plan is intended as a further means not only of
attracting and retaining outstanding personnel and directors,
but also of promoting a closer identity of interests between
management, Outside Directors, and shareholders. This Plan
reflects an amendment and restatement of the Long Term Incentive
Plan adopted by shareholders on November 18, 2003 (the
“2003 Plan”). The 2003 Plan was a consolidation of the
Company’s prior plans, the JLG Industries, Inc. Stock
Incentive Plan (for employees) and the JLG Industries, Inc.
Directors Stock Option Plan (for Outside Directors).






		
	2.	
    DEFINITIONS



     
In this Plan document, unless the context clearly indicates
otherwise, words in the masculine gender shall be deemed to
refer to females as well as males, any term used in the singular
also shall refer to the plural, and the following capitalized
terms shall have the following meanings set forth in this
Section 2:






		
	 	     
    (a) “Award” means an Option, Restricted Share,
    Right, Bonus Share, Performance Unit, or Performance Share.
    Unless the context clearly indicates otherwise, the term
    “Awards” shall include Options, Restricted Shares,
    Rights, Bonus Shares, Performance Units, or Performance Shares.
    “Equity Award” means any Option, Restricted Share,
    Bonus Share, Performance Unit, Performance Share, or other Award
    that is settled in Shares; “Cash Award” means any
    Right, Performance Unit, Performance Share, or other Award that
    is settled in cash.
	 
	 	     
    (b) “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 for it at any time before the Grantee’s death.
	 
	 	     
    (c) “Board of Directors” or “Board”
    means the Board of Directors of the Company.
	 
	 	     
    (d) “Bonus Share” means a Share granted pursuant
    to Section 12(g) hereof without restriction.
	 
	 	     
    (e) “Change in Control” means the first to occur
    of the following events:






		
	 	     
    (1) an acquisition (other than directly from the Company)
    of securities of the Company by any person, immediately after
    which such person, together with all securities law affiliates
    and associates of such person, becomes the beneficial owner of
    securities of the Company representing 25 percent or more
    of the voting power; provided that, in determining whether a
    Change in Control has occurred, the acquisition of securities of
    the Company in a non-control acquisition will not constitute an
    acquisition that would cause a Change in Control; or
	 
	 	     
    (2) three or more directors, whose election or nomination
    for election is not approved by a majority of the members of the
    Incumbent Board, are elected within any single 12-month period
    to serve on the Board of Directors; provided that an individual
    whose election or nomination for election is approved as a
    result of either an actual or threatened election contest or
    proxy contest, including by reason of any agreement intended to
    avoid or settle any election contest or proxy



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    contest, will be deemed not to have been approved by a majority
    of the incumbent Board for purposes of this definition; or
	 
	 	     
    (3) members of the Incumbent Board cease for any reason to
    constitute at least a majority of the Board of Directors; or
	 
	 	     
    (4) approval by shareholders of the Company of:







		
	 	     
    (i) a merger, consolidation, or reorganization involving
    the Company, unless






		
	 	     
    (A) the shareholders of the Company, immediately before the
    merger, consolidation, or reorganization, own, directly or
    indirectly immediately following such merger, consolidation, or
    reorganization, at least 75 percent of the combined voting
    power of the outstanding voting securities of the corporation
    resulting from such merger, consolidation, or reorganization in
    substantially the same proportion as their ownership of the
    voting securities immediately before such merger, consolidation,
    or reorganization;
	 
	 	     
    (B) individuals who were members of the incumbent Board
    immediately prior to the execution of the agreement providing
    for such merger, consolidation, or reorganization constitute at
    least a majority of the board of directors of the surviving
    corporation; and
	 
	 	     
    (C) no person (other than (I) the Company or any
    Subsidiary thereof, (II) any employee benefit plan (or any trust
    forming a part thereof) maintained by the Company, any
    Subsidiary thereof, or the surviving corporation, or
    (III) any person who, immediately prior to such merger,
    consolidation, or reorganization, had beneficial ownership of
    securities representing 25 percent or more of the voting
    power) has beneficial ownership of securities representing
    25 percent or more of the combined voting power of the
    surviving corporation’s then outstanding voting securities;






		
	 	     
    (ii) a complete liquidation or dissolution of the
    Company; or
	 
	 	     
    (iii) an agreement for the sale or other disposition of all
    or substantially all of the assets of the Company to any person
    (other than a transfer to a Subsidiary).






		
	 	     
    (f) “Code” means the Internal Revenue Code of
    1986, as amended from time to time.
	 
	 	     
    (g) “Committee” means a committee consisting of
    such number of members of the Compensation Committee of the
    Board of Directors with such qualifications as are required to
    qualify as an outside director for purposes of
    (i) Rule 16b-3 under the Securities Exchange Act of
    1934, as in effect from time to time (or any successor rule of
    similar import) and (ii) Section 162(m) of the Code,
    and the regulations thereunder, as in effect from time to time
    (or any successor provision of similar import), to the extent
    that Awards made under the Plan are intended to qualify as
    performance-based compensation thereunder.
	 
	 	     
    (h) “Company” means JLG Industries, Inc.
	 
	 	     
    (i) “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, and to receive compensation that would exceed the
    deductibility limits under Section 162(m), as of the end of
    the Company’s taxable year for which an Award to the
    individual will be deductible.
	 
	 	     
    (j) “Disability” or “Disabled” means
    having a total and permanent disability as defined in
    Section 22(e)(3) of the Code.
	 
	 	     
    (k) “Effective Date” means November 17,
    2005, provided that the Plan shall have been approved by the
    Company’s shareholders.
	 
	 	     
    (l) “Election Contest” means an election contest
    described in Rule 14a-11 promulgated under the Securities
    Exchange Act.



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    (m) “Employee” means any person who is an
    employee, as defined in Section 3401(c) of the Code, of the
    Company, any Subsidiary, or any Parent.
	 
	 	     
    (n) “Fair Market Value” means, when used in
    connection with the Shares on a certain date, the fair market
    value of a Share as determined by the Committee, and shall be
    deemed equal to the closing price at which Shares are traded on
    such date (or on the next preceding day for which such
    information is ascertainable at the time of the Committee’s
    determination) as reported for such date by The Wall Street
    Journal (or if Shares are not traded on such date, on the next
    preceding day on which Shares are traded) (or if Shares are
    traded on such date but no edition of The Wall Street Journal
    reporting such prices for such date is published, the fair
    market value shall be deemed equal to the closing price at which
    Shares are traded on such date as reported through the National
    Association of Securities Dealers Automated Quotations System in
    any other newspaper).
	 
	 	     
    (o) “Grantee” means a person to whom an Award has
    been granted under the Plan.
	 
	 	     
    (p) “Incentive Stock Option” means an Option
    granted in accordance with Section 8 hereof that complies
    with the terms and conditions set forth in Section 422(b)
    of the Code and is designated by the Committee as an Incentive
    Stock Option.
	 
	 	     
    (q) “Incumbent Board” means individuals who, as
    of the close of business on the Effective Date, are members of
    the Board of Directors; provided that, if the election, or
    nomination for election by the Company’s shareholders, of
    any new director was approved by a vote of at least
    75 percent of the Incumbent Board, such new director shall,
    for purposes of the Plan, be considered as a member of the
    Incumbent Board; provided further that no individual shall be
    considered a member of the Incumbent Board if such individual
    initially assumed office as a result of either an actual or
    threatened Election Context or other actual or threatened Proxy
    Contest, including by reason of any agreement intended to avoid
    or settle any Election Contest or Proxy Contest.
	 
	 	     
    (r) “Limited Stock Appreciation Right” means a
    right that provides for payment in accordance with
    Section 11 hereof.
	 
	 	     
    (s) “Non-qualified Stock Option” means an Option
    granted under the Plan other than an Incentive Stock Option.
	 
	 	     
    (t) “Option” means any option to purchase a Share
    or Shares pursuant to the provisions of the Plan. Unless the
    context clearly indicates otherwise, the term “Option”
    shall include both Incentive Stock Options and Non-qualified
    Stock Options.
	 
	 	     
    (u) “Option Agreement” means the written, or to
    the extent permitted by law, electronic, agreement to be entered
    into by the Company and the Grantee, as provided in
    Section 7 hereof.
	 
	 	     
    (v) “Outside Director” means each member of the
    Board of Directors who is not an Employee.
	 
	 	     
    (w) “Parent” means any parent corporation of the
    Company within the meaning of Section 424(e) of the Code
    (or a successor provision of similar import).
	 
	 	     
    (x) “Performance Share” means an Award made
    pursuant to Section 14.
	 
	 	     
    (y) “Performance Unit” means an Award made
    pursuant to Section 13.
	 
	 	     
    (z) “Performance-Based Restricted Shares” means
    Restricted Shares that are intended to qualify as
    performance-based compensation under Section 162(m) of the
    Code, and the regulations thereunder.
	 
	 	     
    (aa) “Plan” means the JLG Industries, Inc. 2005
    Long Term Incentive Plan, as set forth herein and as amended
    from time to time (except where the context makes clear that the
    reference is either to the 2003 Plan, the JLG Industries, Inc.
    Stock Incentive Plan or to the JLG Industries, Inc. Directors
    Stock Option Plan, as in effect prior to the Effective Date).



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    (bb) “Prior Plans” shall mean the 2003 Plan, the
    JLG Industries, Inc. Stock Incentive Plan or the JLG Industries,
    Inc. Directors Stock Option Plan, as the context requires, in
    effect prior to the Effective Date.
	 
	 	     
    (cc) “Proxy Contest” means a solicitation of
    proxies or consents by or on behalf of a person or entity other
    than the Board of Directors.
	 
	 	     
    (dd) “Quota” means the portion of the total
    number of Shares subject to an Option that the Grantee of the
    Option may purchase during each of the several periods of the
    Term of the Option (if the Option is subject to Quotas), as
    provided in Section 17(a) hereof.
	 
	 	     
    (ee) “Restricted Shares” means Shares granted
    pursuant to Section 12(a) through 12(f) hereof or purchased
    under a Non-qualified Stock Option pursuant to Section 9(d)
    hereof and subject to such restrictions and other terms and
    conditions as the Committee shall determine in accordance with
    the Plan.
	 
	 	     
    (ff) “Retirement” means retirement pursuant to
    the JLG Industries, Inc. Employees’ Retirement Savings
    Plan, as amended from time to time.
	 
	 	     
    (gg) “Right” means a Stock Appreciation Right or
    a Limited Stock Appreciation Right.
	 
	 	     
    (hh) “Shares” means shares of the Company’s
    $.20 par value common stock, or any security into which
    such shares may be converted by reason of any event of the type
    referred to in Sections 22 or 23 of the Plan.
	 
	 	     
    (ii) “Stock Appreciation Right” or
    “SAR” means a right that provides payment in
    accordance with Section 10.
	 
	 	     
    (jj) “Subsidiary” means a subsidiary corporation
    of the Company within the meaning of Section 424(f) of the
    Code (or a successor provision of similar import.)
	 
	 	     
    (kk) “Term” means the period during which a
    particular Option or Right may be exercised.
	 
	 	     
    (ll) “2003 Plan” shall mean the JLG Industries,
    Inc. Long Term Incentive Plan adopted by shareholders on
    November 18, 2003, which is being replaced by the Plan.






		
	3.	
    EFFECTIVE DATE AND DURATION OF THE AMENDED AND RESTATED
    PLAN



     
(a) Upon adoption by the Company’s Board of Directors
and approval by the Company’s shareholders at the
Company’s annual meeting on November 17, 2005, the
Plan shall be effective as of the Effective Date and shall
continue in effect until November 17, 2015. The adoption of
the Plan as of the Effective Date shall not affect the terms of
any Option or Award that was outstanding prior to the Effective
Date; all such Options and Awards shall continue to be governed
by the terms of the applicable Prior Plan in effect immediately
prior to the Effective Date.



     
(b) Awards may be granted at any time prior to the earlier
of the expiration of the term of the Plan, as described in
subsection (a) above, or the termination of the Plan
pursuant to Section 24 hereof. For the purpose of
commencing the ten-year period specified in
Section 422(b)(2) of the Code during which Incentive Stock
Options may be granted, the adoption of this Plan as of the
Effective Date shall constitute the adoption of a new plan. An
Award outstanding at the time the Plan is terminated (either by
expiration of the term of the Plan or by termination of the Plan
pursuant to Section 24 hereof) shall not cease to be or
cease to become exercisable pursuant to its terms solely because
of the termination of the Plan.



     
(c) No Awards of Performance-Based Restricted Shares,
Performance Shares, or Performance Units shall be made on any
date to a Covered Executive, unless the material terms of the
performance goals have been approved by shareholders within the
preceding five years.



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	4.	
    NUMBER AND SOURCE OF SHARES SUBJECT TO THE PLAN



     
(a) The Company may grant Equity Awards under the Plan with
respect to not more than (i) 1,948,357 Shares with
respect to which Awards were authorized but not granted under
the 2003 Plan as of July 31, 2005, plus (ii) 827,000
additional Shares, plus (iii) no more than 3,600,000
additional Shares pursuant to subsection (d), below. The
aggregate limit of 2,775,357 Shares available (plus no more
than 3,600,000 Shares available pursuant to
subsection (d), below, if any) for Equity Awards shall be
subject to adjustment as provided in Section 22 hereof.
Shares available for Equity Awards shall be provided from Shares
in the treasury or by the issuance of Shares authorized but
unissued. The total limit set forth in this
subsection (a) shall also be the maximum number of
shares that may be issued under the Plan through Incentive Stock
Options.



     
(b) If an Option granted on or after the Effective Date is
surrendered before exercise, or lapses or is terminated without
being exercised, in whole or in part, for any reason other than
the exercise of a Limited Stock Appreciation Right, the Shares
subject to the Option shall be restored to the aggregate maximum
number of Shares (specified in subsection (a) above)
with respect to which Equity Awards may be granted under the
Plan, but only to the extent that the Option or any related
Right has not been exercised. Similarly, if any Restricted Share
is forfeited and returned to the Company (other than Shares
returned to pay taxes upon vesting), such forfeited Share shall
be restored to the aggregate maximum number of Shares with
respect to which Equity Awards may be granted under the Plan.



     
(c) Awards of Restricted Shares, Bonus Shares, and
Performance Units or Performance Shares settled in stock shall
not in the aggregate exceed 1,755,357 Shares, and shall
also count against the overall limit on Shares available for
Equity Awards under subsection (a).



     
(d) If, on or after the Effective Date, any of the Equity
Awards granted under the Prior Plans before the Effective Date
which remain unexercised or unvested on the Effective Date is
surrendered before exercise, lapses or is terminated without
being exercised, or is forfeited, in whole or in part, for any
reason, the Company may grant Equity Awards under this Plan with
respect to the Shares subject to such Equity Awards in addition
to the maximum number of Shares specified in clauses (i)
and (ii) of subsection (a), above, provided that no
more than 3,600,000 shall be available for issuance under this
Plan pursuant to this subsection (d).



     
(e) The maximum number of Shares that can be the subject of
Equity Awards to any individual in any fiscal year of the
Company is 400,000 Shares. For purposes of this
subsection (e), if an Equity Award is canceled, the Shares
covered by the canceled Award shall be counted against the
maximum number of Shares for which Equity Awards may be granted
to the individual.



     
(f) The Plan replaces the 2003 Plan as of the Effective
Date. Upon shareholder approval of the Plan, all remaining
Shares with respect to which additional Awards were authorized
but not granted under the 2003 Plan will be cancelled and Shares
available for Equity Awards on or after the Effective Date shall
be provided solely in Section 4 hereof. Awards may be made
under the 2003 Plan prior to the Effective Date of the Plan;
provided that no Awards may be made under the 2003 Plan with
respect to the Shares described in clause (ii) of
subsection (a). If shareholders do not approve the Plan,
the 2003 Plan shall remain in effect in accordance with its
terms.






		
	5.	
    ADMINISTRATION OF THE PLAN



     
(a) The Plan shall be administered by the Committee.



     
(b) Except as provided in the following sentence, the
Committee may adopt, amend and rescind rules and regulations
relating to the Plan as it may deem proper, shall make all other
determinations necessary or advisable for the administration of
the Plan, and may provide for conditions and assurances deemed
necessary or advisable to protect the interests of the Company,
to the extent not contrary to the express provisions of the
Plan; provided, however, that the Committee may take action only
upon the agreement of a majority of its members then in office.
No action or determination by the Committee may adversely affect
any right acquired by any Grantee or Beneficiary under the terms
of any Award granted before the date such action or



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determination is taken or made, unless the affected Grantee or
Beneficiary shall expressly consent; but it shall be
conclusively presumed that any adjustment pursuant to
Section 22 does not adversely affect any such right. Any
action that the Committee may take through a written instrument
signed by all of its members then in office shall be as
effective as though taken at a meeting duly called and held.



     
(c) The powers of the Committee shall include plenary
authority to interpret the Plan, and, subject to the provisions
hereof, the Committee may determine (i) the persons to whom
Awards shall be granted; (ii) the number of Shares subject
to each Award; (iii) the Term of each Award; (iv) the
frequency of Awards and the date on which each Award shall be
granted; (v) the type of each Award; (vi) the Quotas
(if any), exercise periods, and other terms and conditions
applicable to each Option and Right, and the provisions of each
Option Agreement; (vii) any performance criteria pursuant
to which Awards may be granted; and (viii) the restrictions
and other terms and conditions of each grant of Restricted
Shares and the provisions of any instruments evidencing such
grants. The Committee also may accelerate at any time the
exercisability of outstanding Options, provided that no Option
shall be exercisable prior to the expiration of the mandatory
six-month holding period specified in Section 17(a) hereof.



     
(d) The determinations, interpretations, and other actions
made or taken by the Committee pursuant to the provisions of the
Plan shall be final, binding, and conclusive for all purposes
and upon all persons.



     
(e) Subject to the limits established by the Committee
pursuant to this Section 5(e), the Company’s Chief
Executive Officer is authorized to grant Awards to key Employees
(excluding those Employees required to file ownership reports
with the Securities and Exchange Commission under
Section 16(a) of the Securities and Exchange Act of 1934)
having such terms, consistent with the terms of the Plan, as the
Chief Executive Officer shall determine. No later than
90 days after the commencement of each fiscal year of the
Company, the Committee may establish (i) a maximum
aggregate amount of Awards which the Chief Executive Officer may
grant during such fiscal year and (ii) the maximum amount
of Awards which the Chief Executive Officer may grant to any one
Grantee during such fiscal year. Upon granting any Awards
pursuant to the Plan, the Chief Executive Officer, promptly, but
in any event not later than the next Committee meeting, shall
inform the Committee of the terms and number of Awards granted
to any Grantee. The types of Awards that the Chief Executive
Officer may grant shall be limited to Restricted Shares, Bonus
Shares, and Non-qualified Stock Options which, in each case, are
not intended to qualify as performance-based compensation for
purposes of Section 162(m) of the Code. The exercise price
of any Options granted by the Chief Executive Officer pursuant
to the Plan shall not be less than the Fair Market Value of the
Shares on the date the Option is granted.






		
	6.	
    EMPLOYEES AND OUTSIDE DIRECTORS ELIGIBLE TO RECEIVE AWARDS



     
(a) Awards may be granted under the Plan to key Employees
of the Company or any Subsidiary (including employees who are
directors and/or officers). All determinations by the Committee
as to the identity of the persons to whom Awards shall be
granted hereunder shall be conclusive.



     
(b) Outside Directors may be granted Awards (excluding
Incentive Stock Options), subject to the provisions of
Section 16 hereof.



     
(c) An individual Grantee may receive more than one Award.






		
	7.	
    OPTION AGREEMENT



     
(a) No Option or Right shall be exercised by a Grantee
unless he shall have executed and delivered an Option Agreement
evidencing the grant of such Option or Right. The Agreement
shall set forth the number of Shares subject to the Option or
Right and the terms, conditions, and restrictions applicable
thereto.



     
(b) Appropriate officers of the Company are hereby
authorized to execute and deliver Option Agreements in the name
of the Company as directed from time to time by the Committee.



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	8.	
    INCENTIVE STOCK OPTIONS



     
(a) The Committee may authorize the grant of Incentive
Stock Options to officers and key Employees, subject to the
terms and conditions set forth in the Plan. The Option Agreement
relating to an Incentive Stock Option shall state that the
Option evidenced by the Option Agreement is intended to be an
“incentive stock option” within the meaning of
Section 422(b) of the Code.



     
(b) The Term of each Incentive Stock Option shall end
(unless the Option shall have terminated earlier under another
provision of the Plan) on a date fixed by the Committee and set
forth in the applicable Option Agreement. In no event shall the
Term of an Incentive Stock Option extend beyond ten years from
the date of grant. In the case of any Grantee who, on the date
the Option is granted, owns (within the meaning of
Section 424(d) of the Code) more than ten percent of the
total combined voting power of all classes of stock of the
Company, a Parent, or a Subsidiary, the Term of the Option shall
not extend beyond five years from the date of grant.



     
(c) To the extent that the aggregate Fair Market Value of
the Shares with respect to which Incentive Stock Options
(determined without regard to this paragraph (c)) are
exercisable by any Grantee for the first time during any
calendar year (under all stock option plans of the Company, its
Parent and its Subsidiaries) exceeds $100,000 (excluding any
Options that do not qualify as Incentive Stock Options at the
time of grant), the portion of any such Option that exceeds the
$100,000 limit shall be a Non-qualified Stock Option. For the
purpose of this subsection (c), the Fair Market Value of
Shares shall be determined as of the time the Option with
respect to such stock is granted.



     
(d) For purposes of applying the limitation in
subsection (c), the following rules shall apply, except to
the extent that final regulations issued under Code
Sections 421, 422, or 424 provide or require otherwise:






		
	 	     
    (1) The limitation in subsection (c) shall be
    applied by taking Options into account in the order in which
    they were granted.
	 
	 	     
    (2) An Incentive Stock Option shall be considered to be
    first exercisable at any time during a calendar year if the
    Incentive Stock Option will become exercisable during the year
    assuming that any condition on the optionee’s ability to
    exercise the Incentive Stock Option related to performances of
    services is satisfied. If the optionee’s ability to
    exercise the Incentive Stock Option in the year is subject to an
    acceleration provision, then the Incentive Stock Option is
    considered first exercisable in the calendar year in which the
    acceleration provision is triggered.
	 
	 	     
    (3) After an acceleration provision is triggered, the
    Options subject to such provision are then taken into account in
    accordance with subsection (d)(1) for purposes of applying
    the limitation in subsection (c) to all Options first
    exercisable during a calendar year.
	 
	 	     
    (4) An Option (or portion thereof) is disregarded if, prior
    to the calendar year during which it would otherwise have become
    exercisable for the first time, the Option (or portion thereof)
    is modified and thereafter ceases to be an Incentive Stock
    Option, is canceled, or is transferred in violation of the
    nontransferability requirements of Code Section 421.
	 
	 	     
    (5) If an Option (or portion thereof) is modified,
    canceled, or transferred at any other time, such Option (or
    portion thereof) is treated as outstanding according to its
    original terms until the end of the calendar year during which
    it would otherwise have become exercisable for the first time.



     
(e) The Option price to be paid by the Grantee to the
Company for each Share purchased upon the exercise of an
Incentive Stock Option shall be equal to the Fair Market Value
of a Share on the date the Option is granted, except that with
respect to any Incentive Stock Option granted to a Grantee who,
on the date the Option is granted, owns (within the meaning of
Section 424(d) of the Code) more than ten percent of the
total combined voting power of all classes of stock of the
Company, a Parent, or a Subsidiary, the Option price for each
Share purchased shall not be less than 110 percent of the
Fair Market Value of a Share on the date the Option is granted.
In no event may an Incentive Stock Option be granted if the
Option price per Share is less than the par value of a Share.



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(f) Any Grantee who disposes of Shares purchased upon the
exercise of an Incentive Stock Option either (i) within two
years after the date on which the Option was granted, or
(ii) within one year after the transfer of such Shares to
the Grantee, shall promptly notify the Company of the date of
such disposition and of the amount realized upon such
disposition.






		
	9.	
    NON-QUALIFIED STOCK OPTIONS



     
(a) The Committee may authorize the grant of Non-qualified
Stock Options subject to the terms and conditions set forth in
the Plan. Unless an Option is designated by the Committee as an
Incentive Stock Option, it is intended that the Option will not
be an “incentive stock option” within the meaning of
Section 422(b) of the Code and, instead, will be a
Non-qualified Stock Option. The Option Agreement relating to a
Non-qualified Stock Option shall state that the Option evidenced
by the Option Agreement will not be treated as an Incentive
Stock Option.



     
(b) The Term of each Non-qualified Stock Option shall end
(unless the Option shall have terminated earlier under another
provision of the Plan) on a date fixed by the Committee and set
forth in the applicable Option Agreement. In no event shall the
Term of a Non-qualified Stock Option extend beyond ten years
from the date of grant of the Option.



     
(c) In no event may a Non-qualified Stock Option be granted
if the Option price per Share is less than the Fair Market Value
at the time of grant.



     
(d) At the time of the grant of a Non-qualified Stock
Option, the Committee shall specify whether the Shares purchased
under the Option shall or shall not be Restricted Shares (or
whether they shall be a specified combination of Shares that
are, and Shares that are not, Restricted Shares). Restricted
Shares purchased under an Option shall be subject to the terms,
conditions and restrictions set out in subsections
(b) through (e) of Section 12, and such
additional terms, conditions and restrictions as the Committee
may determine. Subject to the provisions of subsections
(b) through (e) of Section 12, the Committee, at
the time of grant, shall determine (and the Option Agreement
shall specify) the terms and conditions of any Restricted Shares
that may be purchased under the Non-qualified Stock Option,
including the duration of the restrictions that shall be imposed
on the Restricted Shares, and the dates on which, or
circumstances in which, the restrictions shall expire, lapse or
be removed or the Restricted Shares shall be forfeited. Shares
purchased under an Option after the Company obtains actual
knowledge that a Change in Control has occurred shall not be
subject to any restrictions.






		
	10.	
    STOCK APPRECIATION RIGHTS



     
(a) The Committee may authorize the grant of Stock
Appreciation Rights subject to the terms and conditions set
forth in the Plan. SARs are rights that, on exercise, entitle
the Grantee to receive the excess of (i) the Fair Market
Value of a Share on the date of exercise over (ii) the Fair
Market Value of a Share on the date of grant, multiplied by the
number of Shares with respect to which the SAR is exercised.



     
(b) The amount to be paid to a Grantee upon the exercise of
an SAR shall be paid in cash.






		
	11.	
    LIMITED STOCK APPRECIATION RIGHTS



     
(a) The Committee may authorize the grant of Limited Stock
Appreciation Rights in connection with all or part of any Option.



     
(b) A Limited Stock Appreciation Right may be exercised
only at such times, by such persons, and to such extent, as the
related Option is exercisable. Furthermore, a Limited Stock
Appreciation Right may be exercised only within the 60-day
period beginning on the date on which the Company obtains actual
knowledge that a Change in Control has occurred. As soon as the
Company obtains actual knowledge that a Change in Control has
occurred, the Company shall promptly notify each Grantee in
writing of the Change in Control, whether or not the Grantee
holds a Limited Stock Appreciation Right.



8







 



     
(c) The Shares that are subject to a Limited Stock
Appreciation Right shall not be used more than once to calculate
the amount to be received pursuant to the exercise of the
Limited Stock Appreciation Right. The right of a Grantee to
exercise an Option shall be canceled if and to the extent that
the Shares subject to the Option are used to calculate the
amount to be received upon the exercise of the related Limited
Stock Appreciation Right, and the right of a Grantee to exercise
a Limited Stock Appreciation Right shall be canceled if and to
the extent that the Shares with respect to which the Limited
Stock Appreciation Right may be exercised are purchased upon the
exercise of the related Option.



     
(d) A Limited Stock Appreciation Right may be granted
coincident with or after the grant of any related Option,
provided that the Committee shall consult with counsel before
granting a Limited Stock Appreciation Right after the grant of a
related Incentive Stock Option.



     
(e) The amount to be paid to the Grantee upon exercise of a
Limited Stock Appreciation Right that is related to a
Non-qualified Stock Option shall be paid in cash, and shall be
equal to the number of Shares with respect to which the Limited
Stock Appreciation Right is exercised multiplied by the excess of






		
	 	     
    (1) the higher of (i) the highest Fair Market Value of
    a Share during the period commencing on the ninetieth (90th) day
    preceding the exercise of the Limited Stock Appreciation Right
    and ending on the date of exercise; or (ii) if an event
    described in paragraph (i) of the definition of
    “Change in Control”, above, has occurred, the highest
    price per Share (A) paid for any Share in any transaction
    occurring during the period described in clause (i) by any
    person or group (as defined in the definition of “Change in
    Control”, above) whose acquisition of Shares caused the
    Change in Control to occur, or (B) paid for any Share as
    shown on Schedule 13D (or an amendment thereto) filed
    pursuant to Section 13(d) of the Securities Exchange Act of
    1934 by any such person or group, over
	 
	 	     
    (2) the Option price of the related Non-qualified Stock
    Option.



     
(f) The amount to be paid to the Grantee upon exercise of a
Limited Stock Appreciation Right that is related to an Incentive
Stock Option shall be paid in cash, and shall be equal to the
number of Shares with respect to which the Limited Stock
Appreciation Right is exercised multiplied by the excess of
(i) the Fair Market Value (as of the exercise date of the
Limited Stock Appreciation Right) of a Share over (ii) the
Option price of the related Incentive Stock Option.






		
	12.	
    RESTRICTED SHARES AND BONUS SHARES



     
(a) The Committee may authorize the grant of Restricted
Shares subject to the terms and conditions set forth in the
Plan. The following terms, conditions and restrictions and such
additional terms, conditions and restrictions as may be
determined by the Committee shall apply to Restricted Shares.
Subject to the provisions of this Section 12 (including, in
the case of Performance-Based Restricted Shares,
paragraph (f)), the Committee shall determine at the time
of grant the size and the terms and conditions of each grant of
Restricted Shares, including the duration of the restrictions
that shall be imposed on the Restricted Shares, the dates on
which, or circumstances in which, the restrictions shall expire,
lapse or be removed or the Restricted Shares shall be forfeited,
and the price to be paid to the Company by the Grantee (and the
terms of payment thereof) for the Restricted Shares. In no
event, however, shall the price of a Restricted Share be less
than the par value of a Share on the date of grant. The
Committee may cause to be issued an instrument evidencing the
grant of the Restricted Shares to the Grantee, which instrument
may set forth the restrictions and other terms and conditions of
the grant.



     
(b) A Grantee who has acquired Restricted Shares (pursuant
to either a grant of Restricted Shares or the exercise of an
Option to purchase Restricted Shares) shall have beneficial
ownership of the Restricted Shares, including the right to
receive dividends on (subject, in the case of Performance-Based
Restricted Shares, to the provisions of paragraph (f)) and
the right to vote, the Restricted Shares. A certificate or
certificates representing the number of Restricted Shares
acquired shall be registered in the name of the Grantee. The
Committee, in its sole discretion, shall determine when the
certificate or certificates shall be delivered to the Grantee
(or, in the event of the Grantee’s death, to his
Beneficiary), may provide for the holding of such certificate or
certificates in custody by a bank or other institution or by the
Company itself



9







 




pending their delivery to the Grantee or Beneficiary, and may
provide for any appropriate legend to be borne by the
certificate or certificates referring to the terms, conditions
and restrictions applicable to the Shares. Any attempt to
dispose of the Shares in contravention of such terms, conditions
and restrictions shall be ineffective.



     
(c) While subject to the restrictions imposed by the
Committee in accordance with this Section 12, Restricted
Shares






		
	 	     
    (1) shall not be sold, assigned, conveyed, transferred,
    pledged, hypothecated, or otherwise disposed of, and
	 
	 	     
    (2) shall be returned to the Company forthwith, and all the
    rights of the Grantee to such Shares shall immediately
    terminate, if the Grantee’s continuous employment with the
    Company or any Subsidiary shall terminate for any reason, except
    as provided in Section 12(d). The return of the Shares
    shall be accomplished, if necessary, by the Grantee’s
    delivering or causing to be delivered to the Company the
    certificate(s) for the Shares, accompanied by such
    endorsement(s) and/or instrument(s) of transfer as may be
    required by the Company. Upon the return of Shares in accordance
    with this paragraph (2), the Company shall pay to the
    Grantee an amount in cash equal to the lesser of the aggregate
    price paid for the Shares returned or the current fair market
    value of the Shares returned.



     
(d) Subject to the following provisions of this
Section 12(d), the restrictions imposed on Restricted
Shares shall lapse on such date or dates as the Committee shall
determine when the Restricted Shares (or any Option to purchase
them) are granted. In addition, if a Grantee who has been in the
continuous employment of the Company or a Subsidiary since the
date on which he acquired the Restricted Shares becomes Disabled
or dies while in such employment, then the restrictions imposed
on the Restricted Shares shall lapse; provided that, if such
Restricted Shares are intended to qualify as Performance-Based
Restricted Shares, they shall cease to qualify as
performance-based compensation for purposes of
Section 162(m) of the Code if the restrictions lapse on the
account of the Disability or death of the Grantee. All
restrictions imposed on Restricted Shares shall lapse
immediately following the date on which the Company obtains
actual knowledge that a Change in Control has occurred.



     
(e) If, after Restricted Shares are transferred to a
Grantee (pursuant to either a grant of Restricted Shares or the
exercise of an Option to purchase Restricted Shares), the
Grantee properly elects, pursuant to section 83(b) of the
Code, to include in gross income for Federal income tax purposes
the amount determined under section 83(b) of the Code, the
Grantee shall furnish to the Company a copy of his completed and
signed election form, and shall pay (or make arrangements
satisfactory to the Company to pay) to the Company any Federal,
state or local taxes required to be withheld with respect to the
Shares. If the Grantee fails to make such payments, the Company
and its Subsidiaries shall, to the extent permitted by law, have
the right to deduct from any payment of any kind otherwise due
to the Grantee any Federal, state or local taxes of any kind
required by law to be withheld with respect to the Shares.



     
(f) The Committee may authorize the grant of
Performance-Based Restricted Shares subject to the following
terms and conditions, in addition to all other applicable terms
and conditions set forth in the Plan:






		
	 	     
    (1) The restrictions imposed on Performance-Based
    Restricted Shares shall expire, lapse or be removed based solely
    on the account of the attainment of performance targets
    established by the Committee using one or more of the criteria
    set forth in Section 15 hereof.
	 
	 	     
    (2) Dividends shall be payable on Performance-Based
    Restricted Shares only to the extent of the Shares received
    based upon the attainment of the pre-established performance
    target(s).
	 
	 	     
    (3) Prior to the release of restrictions on any
    Performance-Based Restricted Shares, the Committee shall certify
    in writing (which may be set forth in the minutes of the
    Committee) that the pre-established performance target(s) have
    been satisfied.



     
(g) The Committee may authorize the grant of Bonus Shares
in consideration for services rendered by a Grantee to the
Company or a Subsidiary subject to the terms and conditions set
forth in the Plan. Bonus Shares may be awarded pursuant to an
Award Agreement containing such terms and conditions as may be
established by the Committee. Notwithstanding the foregoing,
Bonus Shares may not be awarded to any



10







 




Grantee required to file ownership reports with the Securities
and Exchange Commission under Section 16(a) of the
Securities and Exchange Act of 1934, and no Grantee may receive
more than 5,000 Bonus Shares during any fiscal year of the
Company.






		
	13.	
    PERFORMANCE UNITS



     
(a) The Committee may authorize the grant of Performance
Units subject to the terms and conditions set forth in the Plan.
Performance Units are rights, denominated in cash or cash units,
to receive, at a specified future date, payment in cash or
Shares, as determined by the Committee of an amount equal to all
or a portion of the value of a unit granted by the Committee.



     
(b) At the time of the Award of Performance Units, the
Committee shall determine the performance factors applicable to
the determination of the ultimate payment value of the
Performance Units, using one or more of the criteria set forth
in Section 15 hereof.



     
(c) Prior to the payment of any Performance Units, the
Committee shall certify in writing (which may be set forth in
the minutes of the Committee) that the pre-established
performance target(s) have been met.



     
(d) The maximum value of an Award of Performance Units
granted to any one Grantee in any fiscal year shall not exceed
$5 million. The foregoing limitation shall be applied at
the time of settlement, regardless of whether such settlement is
made in cash or Shares.






		
	14.	
    PERFORMANCE SHARES



     
(a) The Committee may authorize the grant of Performance
Shares subject to the terms and conditions set forth in the
Plan. Performance Shares are rights, denominated in Shares or
stock units equivalent to Shares, to receive, at a specified
future date, payment in cash or Shares, as determined by the
Committee. Such payment shall be of an amount equal to all or a
portion of the Fair Market Value of Shares of the Company on the
last day of the specified performance period of a specified
number of Shares, based on performance during the period.



     
(b) At the time of the Award of Performance Shares, the
Committee shall determine the performance factors applicable to
the determination of the ultimate payment value of the
Performance Shares, using one or more of the criteria set forth
in Section 15 hereof.



     
(c) Prior to the payment of any Performance Shares, the
Committee shall certify in writing (which may be set forth in
the minutes of the Committee) that the pre-established
performance target(s) have been met.



     
(d) The maximum number of Shares (or the equivalent value
in cash) of any Award of Performance Shares granted to any one
Grantee in a fiscal year shall not exceed the limit set forth in
Section 4(e).






		
	15.	
    PERFORMANCE CRITERIA



     
(a) The Committee shall provide for the lapse or expiration
of restrictions on Performance-Based Restricted Shares, and
shall determine the extent to which Awards of Performance Units
and Performance Shares are earned, using one or more of the
following objectives: (i) increase in net sales;
(ii) pretax income before allocation of corporate overhead
and/or bonus; (iii) budget; (iv) earnings per share;
(v) net income; (vi) attainment of division, group or
corporate financial goals; (vii) return on
stockholders’ equity; (viii) return on assets;
(ix) attainment of strategic and operational initiatives;
(x) appreciation in or maintenance of the price of the
common stock or any other publicly-traded securities of the
Company; (xi) increase in market share; (xii) gross
profits; (xiii) earnings before interest and taxes;
(xiv) earnings before interest, taxes, depreciation and
amortization; (xv) economic value-added models;
(xvi) comparisons with various stock market indices;
(xvii) comparisons with performance metrics of peer
companies; or (xviii) reductions in costs.



     
(b) The performance objective shall be sufficiently
specific that a third party having knowledge of the relevant
facts could determine whether the objective is met. The
Committee shall, at the time it establishes the performance
target(s) for an Award, specify the period over which the
performance target(s) relate. The



11







 




establishment of the actual performance targets and, if an Award
is based on more than one of the foregoing criteria, the
relative weighting of such criteria, shall be at the sole
discretion of the Committee; provided, however, that in all
cases the performance targets must be established by the
Committee in writing no later than 90 days after the
commencement of the period to which the performance target(s)
relates (or, if less, no later than after 25 percent of the
period has elapsed) and when achievement of the performance
target(s) is substantially uncertain. Once established by the
Committee, the performance target(s) may not be changed to
increase the amount of compensation that otherwise would be due
upon the attainment of the performance target(s).



     
(c) If a Grantee who has been in the continuous employment
of the Company or a Subsidiary since the date on which he
acquired Performance Based-Restricted Shares becomes Disabled or
dies while in such employment, then the restrictions imposed on
the Restricted Shares shall lapse. All restrictions imposed on
Performance-Based Restricted Shares shall lapse immediately
following the date on which the Company obtains actual knowledge
that a Change in Control has occurred. The Committee may, in its
discretion, provide that the performance target(s) under a
Performance Unit or Performance Share shall be deemed satisfied
when (i) the Company obtains actual knowledge that Change
in Control has occurred, (ii) the Grantee becomes Disabled
or (iii) the Grantee dies. Performance-Based Restricted
Shares, Performance Units, and Performance Shares that become
fully payable on account of (i) the Grantee’s death,
(ii) the Grantee becoming disabled, or (iii) a Change
in Control, shall cease to qualify as performance-based
compensation for purposes of Section 162(m) of the Code.



     
(d) The performance target(s) with respect to any
Performance-Based Restricted Share, Performance Share or
Performance Unit shall be measured over a period no greater than
five consecutive years.






		
	16.	
    GRANTS OF AWARDS TO OUTSIDE DIRECTORS



     
(a) In the discretion of the Committee, from time to time,
Awards may be granted to Outside Directors, excluding Incentive
Stock Options. Unless otherwise specified by the Committee, any
Awards to Outside Directors for a year shall be made on the date
on which the results of the election of directors held at the
Company’s annual meeting for that year are certified by the
judge of elections. Notwithstanding the foregoing, no Awards
shall be granted to any Outside Director in a year unless the
Company had a net profit before extraordinary events (as
determined by the Company’s independent auditors and
reflected in the Company’s annual report) for the
immediately preceding fiscal year.



     
(b) The Committee may, in its discretion, grant Awards,
excluding Incentive Stock Options, to any individual who is
appointed to the Board for the first time by action of the Board
and not action of the Company’s shareholders. Unless
otherwise specified by the Committee, the date of such grant
shall be the date on which the Outside Director is appointed to
the Board for the first time.






		
	17.	
    TERMS AND QUOTAS OF OPTION



     
(a) Each Option and Right granted under the Plan shall be
exercisable only during a Term commencing at least six months
after the date on which the Option or Right was granted. The
Committee shall have authority to grant both Options exercisable
in full at any time during their Term and Options exercisable in
Quotas. In exercising an Option that is subject to Quotas, the
Grantee may purchase less than the full Quota available under
the Option during any period. Quotas or portions thereof not
purchased in earlier periods shall accumulate and shall be
available for purchase in later periods within the Term of the
Option.



     
(b) Upon the expiration of the mandatory six-month holding
period specified in subsection (a) above, any Option
shall be exercisable in full, notwithstanding the applicability
of any Quota or other limitation on the exercise of such Option,
immediately following the date on which the Company obtains
actual knowledge that a Change in Control has occurred.



     
(c) Repricing of Options, within the meaning of
Section 303A(8) of the New York Stock Exchange Listed
Company Manual, shall not be permitted under the Plan. For
purposes of the preceding sentence, the cancellation of an
Option in exchange for another Option, Restricted Shares, or
other equity shall not be



12







 




considered a repricing of the original option if the
cancellation and exchange occurs in connection with a merger,
acquisition, spin-off, or other similar corporate transaction.






		
	18.	
    EXERCISE OF OPTION OR RIGHT



     
(a) Options or Rights shall be exercised by delivering or
mailing to the Committee:






		
	 	     
    (1) a notice, in the form and in the manner prescribed by
    the Committee, specifying the number of Shares to be purchased,
    or the number of Shares with respect to which a Limited Stock
    Appreciation Right shall be exercised, and
	 
	 	     
    (2) if an Option is exercised, payment in full of the
    Option price for the Shares so purchased






		
	 	     
    (i) by money order, cashier’s check, certified check;
    or other cash equivalent approved by the Committee
	 
	 	     
    (ii) subject to paragraph (v), below, by the tender of
    Shares to the Company, or by the attestation to the ownership of
    the Shares that otherwise would be tendered to the Company in
    exchange for the Company’s reducing the number of Shares
    that it issues to the Grantee by the number of Shares necessary
    for payment in full of the Option price for the Shares so
    purchased;
	 
	 	     
    (iii) by money order, cashier’s check, or certified
    check and the tender of Shares to the Company, or by money
    order, cashier’s check, or certified check and (subject to
    paragraph (v), below) the attestation to the ownership of
    the Shares that otherwise would be tendered to the Company in
    exchange for the Company’s reducing the number of Shares
    that it issues to the Grantee by the number of Shares necessary
    for payment in full of the Option price for the Shares so
    purchased; or
	 
	 	     
    (iv) unless the Committee expressly notifies the Grantee
    otherwise (at the time of grant in the case of an Incentive
    Stock Option or at any time prior to full exercise in the case
    of a Non-qualified Stock Option), and except to the extent that
    the Option is an Option to purchase Restricted Shares, by the
    Grantee’s (a) irrevocable instructions to the Company
    to deliver the Shares issuable upon exercise of the Option
    promptly to the broker for the Grantee’s account and
    (b) irrevocable instruction letter to the broker to sell
    Shares sufficient to pay the exercise price and upon such sale
    to deliver the exercise price to the Company, provided that at
    the time of such exercise, such exercise would not subject the
    Grantee to liability under section 16(b) of the Securities
    Exchange Act of 1934, or would be exempt pursuant to
    Rule 16b-3 promulgated under such Act or any other
    exemption from such liability. The Company shall deliver an
    acknowledgment to the broker upon receipt of instructions to
    deliver the Shares. The Company shall deliver the Shares to the
    broker upon the settlement date. The broker shall deliver to the
    Company cash sale proceeds sufficient to cover the exercise
    price upon receipt of the Shares from the Company.
	 
	 	     
    (v) Shares tendered or attested to in exchange for Shares
    issued under the Plan must be held by the Grantee for at least
    six months prior to their tender or their attestation to the
    Company, and may not be Restricted Shares at the time they are
    tendered or attested to. The Committee shall determine
    acceptable methods for tendering or attesting to Shares to
    exercise an Option under the Plan, and may impose such
    limitations and prohibitions on the use of Shares to exercise
    Options as it deems appropriate. For purposes of determining the
    amount of the Option price satisfied by tendering or attesting
    to Shares, such Shares shall be valued at their Fair Market
    Value on the date of tender or attestation, as applicable.
    Except as provided in this paragraph, the date of exercise shall
    be deemed to be the date that the notice of exercise and payment
    of the Option price are received by the Committee. For exercise
    pursuant to Section 18(a)(2)(iv) of the Plan, the date of
    exercise shall be deemed to be the date that the notice of
    exercise is received by the Committee.



     
(b) Subject to subsection (c) below, upon receipt
of the notice of exercise and, if an Option is exercised, upon
payment of the Option price, the Company shall promptly deliver
to the Grantee (or Beneficiary) a certificate or certificates
for the Shares purchased, without charge to him for issue or
transfer tax, and if a



13







 




Limited Stock Appreciation Right is exercised, shall promptly
distribute cash to be paid upon the exercise of the Right.



     
(c) The exercise of each Option and Right and the grant or
distribution of Restricted Shares under the Plan shall be
subject to the condition that if at any time the Company shall
determine (in accordance with the provisions of the following
sentence) that it is necessary as a condition of, or in
connection with, such exercise (or the delivery or purchase of
Shares thereunder), grant or distribution






		
	 	     
    (i) to satisfy tax withholding or other withholding
    liabilities,
	 
	 	     
    (ii) to effect the listing, registration, or qualification
    on any securities exchange or under any state or Federal law of
    any Shares otherwise deliverable in connection with such
    exercise, grant or distribution, or
	 
	 	     
    (iii) to obtain the consent or approval of any regulatory
    body,




then in any such event such exercise, grant or distribution
shall not be effective unless such withholding, listing,
registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to
the Company in its reasonable and good faith judgment. Any such
determination (described in the preceding sentence) by the
Company must be reasonable, must be made in good faith, and must
be made without any intent to postpone or limit such exercise,
grant or distribution beyond the minimum extent necessary and
without any intent otherwise to deny or frustrate any
Grantee’s rights in respect of any Award. In seeking to
effect or obtain any such withholding, listing, registration,
qualification, consent or approval, the Company shall act with
all reasonable diligence. Any such postponement or limitation
affecting the right to exercise an Option or Right or the grant
or distribution of Restricted Shares shall not extend the time
within which the Option or Right may be exercised or the
Restricted Shares may be granted or distributed, unless the
Company and the Grantee choose to amend the terms of the Award
to provide for such an extension; and neither the Company nor
its directors or officers shall have any obligation or liability
to the Grantee or to a Beneficiary with respect to any Shares
with respect to which the Award shall lapse, or with respect to
which the grant or distribution shall not be effected, because
of a postponement or limitation that conforms to the provisions
of this subsection (c).



     
(d) Except as provided in Section 18(e) below, Options
and Rights granted under the Plan shall be nontransferable other
than by will or by the laws of descent and distribution in
accordance with Section 19(a) hereof, and an Option or
Right may be exercised during the lifetime of the Grantee only
by the Grantee.



     
(e) Subject to the approval of the Committee in its sole
discretion, Non-qualified Stock Options, Limited Stock
Appreciation Rights that are granted in connection with
Non-qualified Stock Options, and Restricted Shares may be
transferable to members of the immediate family of the Grantee
and to one or more trusts for the benefit of such family
members, partnerships in which such family members are the only
partners, or corporations in which such family members are the
only stockholders. “Members of the immediate family”
means the Grantee’s spouse, children, stepchildren,
grandchildren, parents, grandparents, siblings (including half
brothers and sisters), and individuals who are family members by
adoption.



     
(f) Upon the purchase of Shares under an Option, the stock
certificate or certificates may, at the request of the
purchaser, be issued in his name and the name of another person
as joint tenants with right of survivorship.






		
	19.	
    EXERCISE OF OPTION OR RIGHT AFTER DEATH, DISABILITY,
    RETIREMENT, OTHER TERMINATION OF EMPLOYMENT, OR CHANGE IN
    CONTROL



     
(a) Death



     
If a Grantee’s employment with the Company and its
Subsidiaries or status as a member of the Board shall cease due
to the Grantee’s death, or if the Grantee shall die within
three months after cessation of employment or Board membership
while an Option or Right is exercisable pursuant to
subsection (d) or (e) below, any Option or Right
held by the Grantee on the date of his death may be exercised
only within



14







 




twelve months after the Grantee’s death, and only by the
Grantee’s Beneficiary, to the extent that the Option or
Right could have been exercised immediately before the
Grantee’s death.



     
(b) Disability



     
If a Grantee’s employment with the Company and its
Subsidiaries or status as a member of the Board shall cease due
to his Disability, after at least six months of continuous
employment with the Company and/or a Subsidiary immediately
following the date on which an Option or Right was granted (with
respect to Grantees other than Outside Directors), the Grantee
may exercise the Option or Right, to the extent that the Option
or Right could be exercised at the cessation of employment or
termination of membership on the Board, at any time within two
years after the Grantee shall so cease to be an employee or
Outside Director.



     
(c) Retirement



     
If a Grantee’s employment with the Company and its
Subsidiaries or status as a member of the Board ceases due to
his Retirement, after at least six months of continuous
employment with the Company and/or a Subsidiary immediately
following the date on which an Option or Right was granted (with
respect to Grantees other than Outside Directors), the Grantee
may exercise the Option or Right, to the extent the Option or
Right could be exercised at the cessation of employment, at any
time within five years after the Grantee’s Retirement.



     
(d) Termination of Employment for Any Other Reason



     
The Option Agreement shall specify the period, if any, during
which an Option or Right may be exercised subsequent to the
termination of a Grantee’s employment with the Company and
its Subsidiaries, or termination of status as a member of the
Board at any time other than within three months after the date
on which the Company obtains actual knowledge that a Change in
Control has occurred and for any reason other than those
specified in subsections (a) through (c) above;
provided, however, that the Option Agreement shall not permit
the exercise of any Option or Right later than three months
after such termination; and provided further that the Option or
Right may not be exercised to an extent greater than the extent
to which it could be exercised at the cessation of employment or
termination of membership on the Board.



     
(e) Termination of Employment After a Change in Control



     
If, within three months after the Company obtains actual
knowledge that a Change in Control has occurred, a
Grantee’s employment with the Company and its Subsidiaries
or status as a member of the Board ceases for any reason other
than those specified in subsections (a) through
(c) above, the Grantee may exercise the Option at any time
within three months after such cessation of employment or
termination of membership on the Board.



     
(f) Expiration of Option



     
Notwithstanding any other provision of this Section 19, in
no event shall an Option be exercisable after the expiration
date specified in the Option Agreement.






		
	20.	
    TAX WITHHOLDING



     
(a) The Company shall have the right to collect an amount
sufficient to satisfy any Federal, State and/or local tax
withholding requirements that might apply with respect to any
Award to a Grantee (including, without limitation, the exercise
of an Option or Right, the disposition of Shares, or the grant
or distribution of Restricted Shares or Bonus Shares) in the
manner specified in subsection (b) or (c) below.
Alternatively, a Grantee may elect to satisfy any such tax
withholding requirements in the manner specified in
subsection (d) or (e) below to the extent
permitted therein.



     
(b) The Company shall have the right to require Grantees to
remit to the Company an amount sufficient to satisfy any such
tax withholding requirements. For purposes of determining the
amount withheld, the value of the Shares subject to an Award
generally shall be the Fair Market Value on the date the tax
becomes due. If Shares are sold in a broker-assisted cashless
exercise, however, the Company shall use the sale price as the
value of the Shares on the sale date.



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(c) The Company and its Subsidiaries also shall, to the
extent permitted by law, have the right to deduct from any
payment of any kind (whether or not related to the Plan)
otherwise due to a Grantee any such taxes required to be
withheld.



     
(d) If the Committee in its sole discretion approves, a
Grantee may irrevocably elect to have any tax withholding
obligation satisfied by (i) having the Company withhold
Shares otherwise deliverable to the Grantee, or
(ii) delivering Shares (other than Restricted Shares) to
the Company, provided that the Shares withheld or delivered have
a Fair Market Value (on the date that the amount of tax to be
withheld is determined) equal to the amount required to be
withheld.



     
(e) A Grantee may elect to have any tax withholding
obligation satisfied in the manner described in
Section 18(a)(2)(iv) hereof, to the extent permitted
therein.



     
(f) A Grantee who is eligible to participate in the JLG
Industries, Inc. Executive Deferred Compensation Plan or the JLG
Industries, Inc. Directors’ Deferred Compensation Plan
(each a “Deferred Compensation Plan”) may elect to
surrender Equity Awards prior to vesting and/or to forgo receipt
of Shares upon exercise of Options and to receive in lieu
thereof an equivalent number of Company Stock Units under the
applicable Deferred Compensation Plan, subject to the terms and
conditions prescribed from time to time in such Deferred
Compensation Plan.






		
	21.	
    SHAREHOLDER RIGHTS



     
No person shall have any rights of a shareholder by virtue of an
Option or Right except with respect to Shares actually issued to
him, and the issuance of Shares shall confer no retroactive
right to dividends.






		
	22.	
    ADJUSTMENT FOR CHANGES IN CAPITALIZATION



     
(a) Subject to the provisions of Section 23 hereof, in
the event that there is any change in the Shares through merger,
consolidation, reorganization, recapitalization or otherwise; or
if there shall be any dividend on the Shares, payable in Shares;
or if there shall be a stock split or a combination of Shares,
the aggregate number of shares available for Awards, the number
of Shares subject to outstanding Awards, and the Option price
per Share of each out standing Option may be proportionately
adjusted by the Board of Directors as it deems equitable in its
absolute discretion to prevent dilution or enlargement of the
rights of the Grantees; provided that any fractional Shares
resulting from such adjustments shall be eliminated.



     
(b) Subject to the provisions of Section 23 hereof,
any Shares to which a Grantee shall become entitled as a result
of a stock dividend on Restricted Shares, or as a result of a
stock split, combination of Shares, merger, consolidation,
reorganization, recapitalization or other event affecting
Restricted Shares, shall have the same status, be subject to the
same restrictions, and bear the same legend (if any) as the
Shares with respect to which they were issued, except as may be
otherwise provided by the Board of Directors.



     
(c) The Board’s determination with respect to any such
adjustments shall be conclusive.






		
	23.	
    EFFECTS OF MERGER OR OTHER REORGANIZATION



     
If the Company shall be the surviving corporation in a merger or
other reorganization, Awards shall extend to stock and
securities of the Company after the merger or other
reorganization to the same extent that a person who held,
immediately before the merger or reorganization, the number of
Shares corresponding to the number of Shares covered by the
Award would be entitled to have or obtain stock and securities
of the Company under the terms of the merger or reorganization.






		
	24.	
    TERMINATION, SUSPENSION, OR MODIFICATION OF PLAN



     
(a) The Board of Directors may at any time terminate,
suspend, or modify the Plan, except that the Board shall not,
without approval by the affirmative votes of the holders of a
majority of the securities of the Company present, or
represented, and entitled to vote, at a meeting duly held in
accordance with applicable law, (other than through adjustment
for changes in capitalization as provided in Section 22
hereof)



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(1) increase the aggregate number of Shares for which
Awards may be granted; (2) change the class of persons
eligible for Awards; (3) change the minimum Option price,
applicable to Options or Rights, that is provided for under the
terms of the Plan; (4) increase the maximum duration of the
Plan; (5) change the Shares with respect to which Awards
are granted; or (6) change the granting corporation for
purposes of Awards under the Plan. In addition, the Board shall
seek shareholder approval for any “material revision”
of the Plan as defined in Section 303A(8) of the New York
Stock Exchange Listed Company Manual, or any successor
provision. Except as provided in subsection (b), below, no
termination, suspension or modification of the Plan shall
adversely affect any right acquired by any Grantee, or by any
Beneficiary, under the terms of any Award granted before the
date of such termination, suspension or modification, unless
such Grantee or Beneficiary shall expressly consent; but it
shall be conclusively presumed that any adjustment pursuant to
Section 22 hereof does not adversely affect any such right.



     
(b) The Plan shall comply with the requirements of, and
shall be operated, administered, and interpreted in accordance
with, a good faith interpretation of Code Section 409A and
Section 885 of the American Jobs Creation Act of 2004 (the
“AJCA”) to the extent applicable. If any provision of
the Plan is inconsistent with the restrictions imposed by Code
Section 409A, that provision shall be deemed to be amended
to the extent necessary to reflect the new restrictions imposed
by Code Section 409A. Any award granted under the Plan
prior to issuance of definitive guidance from the Internal
Revenue Service or the Department of Treasury with regard to any
issue related to Code Section 409A shall be subject to the
condition that the Committee may make such changes to the award
as necessary or appropriate in the Committee’s discretion
to reflect the restrictions imposed by Code Section 409A,
without the consent of the Grantee or Beneficiary.






		
	25.	
    APPLICATION OF PROCEEDS



     
The proceeds received by the Company from the sale of Shares
(including Restricted Shares) under the Plan shall be used for
general corporate purposes.






		
	26.	
    GENERAL PROVISIONS



     
The grant of an Award in any year shall not give the Grantee any
right to similar grants in future years or any right to be
retained in the employ or on the Board of the Company or its
Subsidiaries.






		
	27.	
    GOVERNING LAW



     
The Plan shall be construed and its provisions enforced and
administered in accordance with the laws of the Commonwealth of
Pennsylvania except to the extent that such laws may be
superseded by any Federal law.



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