EX-20









Exhibit 10.20 



STOCK OPTION
AGREEMENT (DIRECTOR)
PURSUANT TO THE
JLG INDUSTRIES, INC. LONG TERM INCENTIVE
PLAN



        THIS
AGREEMENT made as of this ____ day of ______________, 20__, by and between JLG
Industries, Inc., a Pennsylvania corporation (the “Company”) and
__________________ (“Grantee”).  




        WITNESSETH,
that: 




        WHEREAS,
the Company has duly adopted the JLG Industries, Inc. Long Term Incentive Plan, a copy of
which as presently in effect is on file with the Company (the “Plan”); and  




        WHEREAS,
the Committee, pursuant to authority vested in it by the Board of Directors and by the
Plan, has approved the granting to the Grantee of a non-qualified stock Option to
purchase Shares, upon the terms and subject to the conditions hereinafter set forth, and
the Company desires by this instrument to grant said Option and to specify the terms and
conditions thereof.  




        NOW,
THEREFORE, it is hereby covenanted and agreed by and between the Company and the Grantee
as follows (capitalized terms used but not defined herein shall have the same meanings as
set forth in the Plan):  




        Section
1. Options Awarded. This Agreement evidences the award by the Company to the
Grantee pursuant to the Plan of one or more Options for the number of Shares (“Option
Shares”) set forth on the Option Agreement Annex attached hereto and made a part
hereof (the “Annex”). The date of grant of each Option evidenced hereby shall
be set forth on the Annex.  




        Section
2. Exercise Price. The exercise price per Share payable upon purchase of
Shares in respect of each Option evidenced hereby (the “Exercise Price”) shall
be determined for each Option in accordance with the Plan and set forth on the Annex.  




        Section
3.  Exercise of Options. 




        (a)
Subject to the terms of this Section and Section 4 hereof, any Option evidenced hereby
may be exercised by the Grantee (or, following the Grantee’s death, by the Grantee’s
Beneficiary) by completing and delivering to the Company the Exercise Notice set forth in
the Annex, together with payment in full of the total Exercise Price for all Shares to be
purchased upon exercise of such Option. Any Option may be exercised in whole or in part;
provided, that, Options may not be exercised for fractional Shares. The
Exercise Price shall be payable by (i) money order, cashier’s check or
certified check payable to the Company, (ii) subject to the limitations set forth in
clause (d) below, by the tender to the Company of Shares, 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   










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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 more certificates duly endorsed to the Company evidencing Shares, (iii) a
combination of the foregoing, or (iv) 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 for
the Grantee’s account 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. Shares tendered in
payment of the Exercise Price shall be valued at their Fair Market Value on the date of
tender. The date of exercise of any Option shall be deemed to be the date that the
completed Exercise Notice and total Exercise Price for Shares being purchased are
received by the Company.  



        (b)
The exercise of each Option evidenced hereby 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) (i) to satisfy withholding tax or
other withholding liabilities, (ii) to effect the listing, registration,
qualification on any securities exchange, on any quotation system, or under any state or
federal law, of any Shares otherwise deliverable in connection with such exercise, or
(iii) to obtain the consent or approval of any regulatory body, then in any such
event such exercise 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 sole judgment. 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 shall not extend the time within
which the Option may be exercised, unless the Company and the Grantee choose to amend the
terms of the Option 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 by reason of any such postponement or limitation.  




        (c)
Subject to subsection (b) above, upon the date of exercise of any Option evidenced
hereby, the Company shall promptly deliver to the Grantee (or Beneficiary) a certificate
or certificates for the Shares purchased, without charge to such purchaser for issue or
transfer tax. Such certificate or certificates shall be issued in the name of the
purchaser, or upon the purchaser’s request specified in the Exercise Notice, in the
name of the purchaser and another person as joint tenants with right of survivorship.  




        (d)
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.  











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        Section
4.  Vesting and Expiration of Options. 




        (a)
No Option evidenced hereby may be exercised until the Grantee’s reelection to serve
an additional term on the Board at the Company’s first annual meeting after the date
hereof; provided, however, that, subject to the last sentence of this
subsection (a), all Options evidenced hereby shall become exercisable in full (i) immediately
following the date on which the Company obtains actual knowledge that a Change in Control
has occurred, or (ii) upon the death or Disability of the Grantee.  




        (b)
Except as otherwise set forth herein or in Section 19 of the Plan, each Option evidenced
hereby shall expire on the tenth anniversary of the date of its grant.  




        (c)
Nothing in this Section 4, elsewhere in this Agreement or in the Plan shall be deemed or
construed as extending the term of any Option evidenced hereby beyond the tenth
anniversary after the date of its grant. No Option evidenced hereby may be exercised
after its expiration.  




        Section
5.  Amendment; Substitution of Annex. 




        (a)
Subject to subsection (b) hereof, any waiver of any term or condition, or any amendment
of this Agreement shall be effective only if in writing signed by the party against whom
such waiver or amendment is sought to be enforced.  




        (b)
Upon award of an additional Option, exercise of an Option or adjustment or modification
of the terms of any Option pursuant to Section 9 hereof or otherwise pursuant to the Plan
(each an “Option Record Adjustment”), the Company shall issue to the Grantee a
substituted Annex reflecting the effect of the Option Record Adjustment on the principal
terms of the Options evidenced hereby. Such substituted Annex shall be signed by an
authorized officer of the Company and shall supersede the then existing Annex. Each
substituted Annex shall be dated and numbered consecutively with the number following the
number of the superseded Annex. In the absence of manifest error, each substituted Annex
shall constitute a binding amendment of this Agreement enforceable against the Company,
the Grantee and any Beneficiary.  




        Section
6.  Captions.  The description of headings of the sections of this Agreement are for
convenience only and shall not control or affect the meaning or construction of any
provision of this Agreement. 




        Section
7. Options Not Transferable. Each Option evidenced hereby is personal to the
Grantee, is not transferable by the Grantee except upon the Grantee’s death to one
or more Beneficiaries, and is exercisable, during the Grantee’s lifetime, only by
the Grantee.  




        Section
8. No Shareholder Rights. The Grantee shall not be entitled to any rights of a
shareholder with respect to any Option Shares unless and until such Option Shares are
issued or delivered to the Grantee pursuant to exercise of an Option.  




        Section
9. Effect of Certain Transactions. The effects on the terms of any Option
evidenced hereby and on the rights and obligations of the Grantee and Company hereunder
  











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of a merger, consolidation, reorganization, recapitalization or otherwise, or any
dividend on the Shares, payable in Shares, or stock split or combination of Shares, shall
be determined in the manner provided in Sections 22 and 23 of the Plan.   



        Section
10.  Director Status.  Nothing contained in this Agreement shall confer upon the Grantee
any right to remain a member of the Board. 




        Section
11. Notices. Any notice to be given hereunder by the Grantee shall be either
hand delivered to the office of the General Counsel of the Company, sent by facsimile
transmission to the attention of the General Counsel of the Company at (240) 313-1807, or
sent by mail or overnight delivery service addressed to the Company for the attention of
the General Counsel of the Company, and any notice by the Company to the Grantee shall be
hand delivered to the Grantee or sent by mail or overnight delivery service addressed to
the Grantee at the address shown on the Annex. Either party may, by notice given to the
other in accordance with the provisions of this Section, change the address to which
subsequent notices shall be sent.  




        Section
12. Prospectus Delivery. So long as this Agreement shall remain in effect, to
the extent required by applicable securities laws, the Company will furnish to the
Grantee, as and when available, a copy of the prospectus relating to the Shares covered
by the Options evidenced hereby.  




        Section
13. Plan Controls. The Options evidenced hereby have been awarded pursuant to
the Plan, and the Grantee hereby acknowledges receipt of a copy of the Plan and agrees to
be bound by all the terms and provisions thereof. The Options evidenced hereby are
subject to all other terms and provisions of the Plan, which are hereby incorporated into
this Agreement by reference. Subject to certain limitations set forth in Section 24 of
the Plan, the Board of Directors may at any time terminate, suspend, or modify the Plan,
which such actions shall be binding upon the Grantee. In the event of any conflict
between the Plan and this Agreement, the terms of the Plan shall be determinative.  




        Section
14. Governing Law. This Agreement shall be governed by the laws of
Pennsylvania without regard to conflicts of laws, except to the extent that such laws may
be superseded by any federal law.  




        Section
15.  Counterparts.  This Agreement may be executed in one or more counterparts, all of
which together shall constitute one and the same instrument. 




[Signatures Follow] 











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        IN
WITNESS WHEREOF, JLG Industries, Inc. has caused this Agreement to be executed in its
corporate name and the Grantee has executed the same in evidence of the Grantee’s
acceptance hereof upon the terms and conditions herein set forth, as of the day and year
first above written.  



		JLG INDUSTRIES, INC.
      

      

      By:____________________________

            Authorized Officer
	  

          	
		GRANTEE: 

      

      

      _______________________________

      Grantee














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Annex 1 to
Stock Option Agreement,
dated _________________,
between
JLG Industries, Inc.
and ____________________ 



	1.  	Options,
Shares, Exercise Price:






	 	
Shares
subject to Option: ____________________ 






	 	
Exercise
Price per Share: ____________________ 






	2.  	Address
of Grantee:






	 	
____________________ 






	 	
____________________ 






	 	
____________________ 






	 	
(tel):
____________________ 






	 	
(fax):
____________________ 






	3.  	Exercise
Notice:






	 	
TO:
 JLG INDUSTRIES, INC. 






        1.
The undersigned hereby elects [Check applicable box(es) and complete as required]:  




	  	To
purchase _________________ Shares, pursuant to Section 3(a)(i) of           the attached
Stock Option Agreement, and tenders herewith payment of           the purchase price in
full by means of money order, cashier’s check or           certified check payable
to the Company. 







	  	To
purchase _________________ Shares, pursuant to Section 3(a)(ii) of           the attached
Stock Option Agreement, by the tender to the Company of           _________________
Shares. 







	  	To
purchase _________________ Shares, pursuant to Section 3(a)(ii) of           the attached
Stock Option Agreement, by the attestation to the           ownership of
_________________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 _________________ (i.e., the           number of Shares necessary for
payment in full of the Option price for           the Shares so purchased). 














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	  	To
purchase _________________ Shares, pursuant to Section 3(a)(ii) of           the attached
Stock Option Agreement, by tendering the attached           certificates duly endorsed to
the Company evidencing _________________           Shares (i.e., the number of Shares
necessary for payment in full of           the Option price for the Shares so purchased).






	  	Except
to the extent that the Option is an Option to purchase Restricted Shares, to purchase
_________________ Shares,           pursuant to Section 3(a)(iv) of the attached Stock
Option Agreement, 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,           which instruction shall be evidenced
by Grantee’s signature below in the event that this method is selected by Grantee,
          and (b) irrevocable instruction letter to the broker for Grantee’s account
to sell Shares sufficient to pay the exercise           price and upon such sale to
deliver the exercise price to the Company, a copy of which letter is attached hereto.
          Grantee represents and warrants to the Company that such exercise will not
subject the Grantee to liability under section           16(b) of the Securities Exchange
Act of 1934, or will be exempt pursuant to Rule 16b-3 promulgated under such Act or any
          other exemption from such liability.






        2.
Please issue a certificate representing such shares of capital stock [Check applicable
box and complete as required]: 




	  	In
the name of the undersigned.






	  	In
the name of the undersigned and _________________ as joint tenants with right of
survivorship.






	

      Date: ___________________	

      ______________________________ 

      (Printed Name of Grantee) 

      

      

      By: ____________________________