EX-21









Exhibit 10.21 



RESTRICTED
STOCK 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 an award of Restricted Shares (the
“Award”), upon the terms and subject to the conditions hereinafter set forth,
and the Company desires by this instrument to grant said Award 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. Grant of Award.  Pursuant to the Plan,  the Company  hereby  awards to the Grantee
 ________________  Shares of the  Company’s  capital  stock (the “Award Shares”).
 The Award Shares shall be Restricted Shares subject to all the terms and conditions in
the Plan and hereinafter set forth. 




        
        Section
2. Transfer Restrictions.  None of the Award Shares shall be sold, assigned, conveyed,
 transferred,  pledged,  hypothecated or otherwise disposed of, voluntarily or
involuntarily, by the Grantee other than pursuant to the terms of this Agreement. 




        
        Section
3.  Release of Restrictions. 




        
        (a)
      The  restrictions  set forth in Section 2 above shall lapse on Grantee’s
 reelection to serve an additional term on the Board at the Company’s first annual
meeting after the date hereof. 




        
        (b)
      The  restrictions  set forth in Section 2 above with respect to the Award Shares,
 to the extent they have not lapsed in accordance  with subsection (a) of this  Section 3
and to the extent not  related  to Shares  which  previously  have been  forfeited  to
the  Company,  shall  lapse on the first to occur of (each a “Vesting Event”):
(i)  termination of the Grantee’s membership on the Board by reason of his
Disability,  (ii) the date of the Grantee’s death,  (iii) the date on which the
 











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Company obtains actual knowledge that a Change in Control has occurred, or (iv) an action
by the Committee, in its sole discretion, terminating such restrictions.  





        
        Section
4.  Forfeiture.  The Award Shares shall be forfeited to the Company upon the Grantee’s
 termination of membership on the Board for any reason prior to the date the restrictions
lapse as provided in Section 3 above. 




        
        Section
5. Tender  Offer/Merger.  Notwithstanding  anything  contained herein to the contrary,
 Award Shares (i) may be tendered in response to a tender offer for or a request or
invitation to tenders of greater than 50% of the Company’s outstanding Shares or (ii) may
be surrendered in a merger, consolidation or share exchange involving the Company;
provided, in each case, that the securities or other consideration received in exchange
therefor shall thereafter be subject to the restrictions and conditions set forth herein.  




        
        Section
6.  Restrictive Legend; Escrow of Share Certificates. 




        
        (a)
      Award Shares shall be evidenced by one or more Share certificates  registered in
the name of the Grantee which shall bear the following  restrictive legend, in addition
to such other legends (if any) as the Company may deem necessary of desirable under any
applicable law:  



“Restricted Shares” 



	  	The shares represented
      by this certificate are subject to the restrictions and other conditions
      contained in the JLG Industries, Inc. Long Term Incentive Plan and the Restricted
      Stock Agreement dated _________________, between JLG Industries, Inc. and
      the person named on this certificate, including but not limited to restrictions
      on the sale, encumbrance or transfer, whether voluntary or involuntary,
      of the shares represented by this certificate and a restriction requiring
      the transfer of such shares to JLG Industries, Inc. without payment in the
      event of termination of membership on the Board of Directors of JLG Industries,
      Inc.	  








        
        (b)
      The Grantee shall execute and deliver to the Secretary of the Company (the “Escrow
Holder”) a stock power  designating the Company as the transferee of an unspecified
number of Shares, which stock power may be completed by the Escrow Holder as specified
herein. The Grantee and the Company each waive any requirement that the signature of the
Grantee on the stock power be guaranteed. Upon receipt of a copy of this Agreement and
the stock power, each signed by the Grantee, the Escrow Holder shall promptly notify the
proper officers of the Company who shall cause one or more share certificates evidencing
the Award Shares to be deposited with the Escrow Holder, to be held in accordance with
the terms of this Agreement.  











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        (c)
      The share  certificates  and associated  stock powers delivered to the Escrow
Holder pursuant to subparagraph (b) of this Section 6 shall be held in escrow until (i) receipt
by the Escrow Holder of a certificate of the Company certifying that restrictions set
forth in Section 2 of this Agreement with respect to some or all of the Award Shares have
lapsed, or (ii) receipt by the Escrow Holder of a certificate of the Company
certifying that some or all of the Award Shares have been forfeited to the Company
pursuant to Section 4. Upon receipt by the Escrow Holder of one of the foregoing
certificates, the Escrow Holder shall deliver to the Grantee or the Company, as
appropriate, share certificates representing all of the Award Shares to which the Grantee
or the Company, as applicable, is entitled due to lapse of restrictions under Section 3
of this Agreement or forfeiture under Section 4 of the Agreement. Subject to Section 7 of
this Agreement, shares certificates delivered to the Grantee shall be free of restrictive
legends.  




        
        (d)
      The Escrow Holder is hereby  authorized by the Grantee to utilize the stock power
delivered by the Grantee to transfer all forfeited Award Shares to the Company or to
transfer to the Company or its designee Award Shares used to satisfy the Grantee’s
obligation under Section 8 of this Agreement. The Grantee and the Company agree that the
Escrow Holder shall not be liable to any party to this Agreement for any actions or
omissions relating to the escrow created hereby unless the Escrow Holder is grossly
negligent or engages in willful misconduct with respect thereto.  




        
        Section
7. Government  Regulations.  Notwithstanding  anything  contained  herein to the
contrary,  the Company’s  obligation to issue Award Shares or deliver certificates
evidencing the Award Shares shall be subject to the Company’s determination that
such issuance or delivery will be in compliance with all applicable laws, rules and
regulations and the Company shall have obtained all necessary approvals required by any
governmental agencies, the New York Stock Exchange or other national securities exchanges
to effect the registration or listing of the Award Shares.  




        
        Section
8.  Withholding Taxes. 




        
        (a)
      The Company  shall have the right to require the Grantee to remit to the Company,
 or to withhold  from other  amounts  payable to the  Grantee,  as compensation or
otherwise (including dividends on Award Shares or delivery of Award Shares upon lapse of
restrictions hereunder), an amount sufficient to satisfy all federal, state and local
withholding tax requirements.  




        
        (b)
      In the event that the Grantee shall elect to recognize  income with respect to
Award Shares in accordance with Section 83(b) of the Internal Revenue Code of 1986, as
amended,  the Grantee (i) shall furnish the Company with a copy of such election within
ten days of its filing;  and (ii) shall pay to the Company the taxes which the Company is
required to withhold as a result of such election, in the amount and on such terms and
conditions as the Committee may determine. 











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        Section
9.  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
10.  Rights as Shareholder.  Except as limited by Section 2 hereof, the Grantee shall be
entitled to all of the rights of a shareholder with respect to the Award Shares including
the right to vote such Shares, to receive dividends in cash or stock and other
distributions payable with respect to such Shares since the Date of Award, and the right
to receive shares in any recapitalization of the Company. If the Grantee receives any
additional shares by reason of being a holder of the shares issued or transferred under
this Agreement, all the additional shares shall be subject to the provisions of this
Agreement and all certificates evidencing ownership of the additional shares shall be the
legend described in .  




        
        Section
11.  Effect of Certain Transactions.  The effects on the terms of any Share evidenced
hereby and on the rights and obligations of the Grantee and Company hereunder 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
12.  Director Status.  Nothing contained in this Agreement shall confer upon the Grantee
any right to remain a member of the Board. 




        
        Section
13.  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 signature page hereof. 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
14.  Plan Controls.  The Award Shares 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 Award Shares 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
15.  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. 











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        Section
16.  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

      

      Address of Grantee: 

      

      _______________________________

      

      _______________________________

      

      _______________________________

      

      (tel): ___________________________

      

      (fax): ___________________________