Exhibit 10.24  




RESOLUTIONS OF
THE
HUMAN RESOURCES COMMITTEE  
OF THE BOARD OF DIRECTORS OF
OSHKOSH TRUCK CORPORATION  



        WHEREAS,
Oshkosh Truck Corporation (the “Company”) maintains the Oshkosh Truck
Corporation 2004 Incentive Stock and Awards Plan (the “Plan”). 



        WHEREAS,
capitalized terms used but not defined herein are used as defined in the Plan. 



        WHEREAS, the
Human Resources Committee of the Board of Directors of the Company (the
“Committee”) desires to approve Awards of Performance Shares. 



        NOW,
THEREFORE, BE IT RESOLVED, that the Committee hereby approves the following as the
framework for approving such Awards: 



        1.       Participants;
Performance Shares. As to each specific Award of           Performance Shares, the
Committee shall approve a list of Participants who will           receive the number of
Performance Shares listed opposite their names on such           list.  




        2.       Award
Calculation Schedule. The Committee will approve a schedule as to           each
specific Award of Performance Shares that will set forth different           percentiles
representing the extent to which the Performance Goal applicable to           the Award
is achieved and a corresponding percentage of Award shares earned at           each
percentile. Each Performance Share represents the right to receive a number           of
Shares equal to the decimal equivalent of the percentage of Award shares           earned
as reflected on such schedule based upon to the extent to which the           Performance
Goal is achieved as reflected on such schedule, except that cash           will be paid
in lieu of any fractional Share.  




        3.       Performance
Goal. The Performance Goal applicable to the Awards is total           shareholder
return, which is the annualized rate of return reflecting stock           price
appreciation plus cash equivalent distributions and reinvestment of           dividends
as and when paid and the compounded effect of dividends paid on           reinvested
dividends (“TSR”), for Shares, on the one hand, and for the           group of
comparator companies reflected on a schedule to be approved by the           Committee as
to each specific Award of Performance Shares (the “Benchmark           Companies”),
on the other hand, for a performance period of approximately           three years to be
designated by the Committee as to each specific Award of           Performance Shares
(the “Performance Period”), assuming that $100 was           invested in Shares
and in the stock of each of the Benchmark Companies at the           beginning of the
Performance Period.  




	 	        a.                 To
determine TSR, the average of the closing market prices for the Shares and           the
Benchmark Companies, respectively, for the first ten trading days of the
          Performance Period and the average of the closing market prices for the Shares
          and the Benchmark Companies, respectively, for the last ten trading days of the
          Performance Period will be used.  
















	 	        b.                 The
extent to which the Performance Goal is achieved will be determined by
          computing TSR for each of the Benchmark Companies, ordering the Benchmark
          Companies from lowest to highest based upon their respective TSR and
determining           how TSR for the Shares compares on a percentile basis. For this
purpose, TSR for           the Shares will equal or exceed a percentile only if it equals
or exceeds the           lowest TSR for a Benchmark Company that falls at or above the
percentile. How           TSR for the Shares compares on a percentile basis will then be
applied to the           award calculation schedule that the Committee approved to
determine the number           of Shares earned. Determinations will be made in a manner
acceptable to the           Committee and certified in writing in a manner that complies
with Code           Section 162(m). The Company will deliver the Shares earned to
the           Participant promptly after the determination of the number of Shares
earned.  







        4.       Termination
of Employment; Change of Control.  




	 	        a.                 If
the employment of a Participant terminates due to Retirement (whether early
          Retirement or normal Retirement), death or Disability after the tenth trading
          day of the Performance Period and prior to the end of the Performance Period
and           such termination occurs prior to a Change of Control, then the Participant
will           receive a number of Shares in respect of the Award equal to the product of
(i)           the number of Shares the Participant would have received had the
Performance           Period ended on the date of termination multiplied by (ii) a
fraction the           numerator of which is the number of days elapsed in the
Performance Period prior           to such termination and the denominator of which is
the number of days in the           full Performance Period. Such amount will be
calculated and paid promptly           following the date of termination.  







	 	        b.                 The
Participant will forfeit any rights under the Award in each of the following
          cases: (i) if the employment of a Participant terminates at any time prior to
          the commencement of the Performance Period; (ii) if the employment of a
          Participant terminates for reasons other than Retirement, death or Disability
          prior to the end of the Performance Period and such termination occurs prior to
          a Change of Control; or (iii) if the employment of a Participant terminates due
          to Retirement, death or Disability during the first ten trading days of the
          Performance Period and such termination occurs prior to a Change of Control.  







	 	        c.                 In
the event of a Change of Control after the commencement and prior to the end           of
the Performance Period (and prior to a termination to which 4.a or 4.b
          applies), a Participant will receive a number of Shares in respect of the Award
          calculated as if the Performance Period ended on the date of the Change of
          Control. Further, to determine TSR, (i) if the first public announcement of the
          event giving rise to the Change of Control occurs on or prior to the tenth
          trading day of the Performance Period, then the average of the closing market
          prices for the Shares and the Benchmark Companies, respectively, for the ten
          trading days preceding the first public announcement of the event giving rise
to           the Change of Control will be used in lieu of the average of the closing
market           prices for the Shares and the Benchmark Companies, respectively, for the
first           ten trading days of the Performance Period, but in no event will trading
days           prior to the date the Award is approved be used and (ii) the Change of
Control           Price will be used in lieu of the average of the closing market prices
for the           Shares for the last ten trading days of the Performance Period. The
amount           earned will be calculated and paid promptly following the date of the
Change of           Control.  
















	 	        d.                 In
the event of a Change of Control after the end of the Performance Period and
          prior to the delivery of any Shares earned in respect of the Award, a
          Participant shall have the right to receive an amount of cash equal to the
          product of the number of Shares earned and the Change of Control Price.  







        5.       No
Dividends. Performance Shares as such will not entitle a Participant           to
receive dividend payments or dividend equivalent payments with respect to any
          Shares. However, at such time as the Company delivers Shares earned to a
          Participant, the Company will also deliver a number of Shares equal to the
          quotient obtained by dividing (a) the aggregate amount of cash dividends that
          the Company would have paid on the Shares earned over the course of the period
          commencing at the start of the Performance Period and ending on the date of
          delivery of the Shares earned had the Shares earned been outstanding on record
          dates for dividends during such period by (b) the Fair Market Value of the
          Shares on the date five business days prior to the date the Company delivers
          Shares earned to a Participant.  




        6.       Tax
Matters.  




	 	        a.                 A
Participant may defer the delivery of Shares that are issuable in respect of           an
Award pursuant to the Oshkosh Truck Corporation Deferred Compensation Plan           for
Directors and Officers by delivering an election prior to the date the Award           is
approved.  







	 	        b.                 To
satisfy the federal, state and local withholding tax obligations of a
          Participant arising in connection with an Award, the Company will withhold
          Shares otherwise issuable under the Award having a Fair Market Value equal to
          the amount to be withheld. However, the amount to be withheld will not exceed
          the total minimum federal, state and local tax withholding obligations
          associated with the transaction. If the number of Shares to be withheld shall
          include a fractional share, then the number of Shares withheld shall be
          increased to the next higher whole number, and the Company shall deliver to the
          Participant cash in lieu of such fractional share representing such increase.  







	 	        c.                 The
Awards will not be considered “performance-based compensation”          under
Code Section 162(m) unless prior to the date of the Award the           Company’s
shareholders have approved TSR as a performance measure.  







        7.       Beneficiary.
A Participant may from time to time designate in           writing, in a manner
acceptable to the Company, a beneficiary to receive payment           under the Award
after the Participant’s death.  




        8.       Award
Agreement. These resolutions constitute an award agreement relating           to the
Awards for purposes of the Plan.  




        FURTHER
RESOLVED, that for the purpose of approving Awards of Performance Shares pursuant to
the foregoing resolutions, the Committee approves the following: 












        1.       Participants;
Performance Shares. The Participants listed on Exhibit A           are receiving the
number of Performance Shares listed opposite their names on           such exhibit.  




        2.       Award
Calculation Schedule. Each Performance Share represents the right           to
receive a number of Shares equal to the whole number equivalent of the
          percentage of Award shares earned as reflected on Exhibit B based upon the
          extent to which the Performance Goal is achieved as reflected on Exhibit B.  




        3.       Benchmark
Companies. The Benchmark Companies are as reflected on Exhibit           C.  




        4.       Performance
Period. The Performance Period is the period from October 1,           2007 through
September 30, 2010.  











Exhibit A 




	

	Participant
	Performance Shares

	Robert G. Bohn	20,500 
	

	Bryan J. Blankfield	3,500 
	

	Thomas D. Fenner	2,200 
	

	Joseph (Jay) H. Kimmitt	2,500 
	

	Craig E. Paylor	3,300 
	

	David Sagehorn	1,700 
	

	William J. Stoddart	2,600 
	

	Charles L. Szews	7,000 
	

	Donald H. Verhoff	1,700 
	

	Michael J. Wuest	2,500 
	

	Matthew J. Zolnowski	3,000 
	













Exhibit B 



Award Calculation
Schedule 





	

	3 year TSR Percentile
	% of Award Shares Earned

	Below 40th percentile	0%
	

	40th percentile	50%
	

	60th percentile	100%
	

	80th percentile	200%
	







Note:  Awards will be interpolated
for performance between these levels. 










Exhibit C 



Benchmark Companies 



The Benchmark Companies are the
issuers comprising the S&P Mid-Cap 400 as it exists on the last day of the Performance
Period, excluding any issuer that does not have a continuous trading history for the
period from the first day of the Performance Period through the last day of the
Performance Period and excluding the Company if it is then part of the S&P Mid-Cap
400.