EX-10.19









Exhibit 10.19 



RESTRICTED
STOCK AGREEMENT (EMPLOYEE)
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. 



        [use
the following sections (a) through (e) for price-based vesting with 5-year cliff vesting] 





        
        (a)
      The restrictions  set forth in Section 2 above with respect to Award Shares,  to
the extent not previously  forfeited to the Company,  shall lapse (i) with respect to 50%
thereof, upon the first day immediately following the first period (A) that begins more
than six months from the date of this Agreement and (B) of 20 consecutive Trading Days
(defined below) for which the average closing price of the Company’s Shares on the
New York Stock Exchange for such 20 consecutive Trading Days equals or exceeds [_______]
Dollars ([$____]) [Insert amount equal to 75% increase over share price on date of grant]
and (ii) with respect to the remaining  











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50% thereof, upon the first day immediately
following the first period (A) that begins more than six months from the date of this
Agreement and (B) of 20 consecutive Trading Days for which the average closing price of
the Company’s Shares on the New York Stock Exchange for such 20 consecutive Trading
Days equals or exceeds [_______] Dollars ([$____]) [Insert amount equal to 100% increase
over share price on date of grant]. (Such Share prices of as set forth herein are defined
as the “Accelerated Vesting Prices”.)  






        
        (b)
      The  restrictions  set forth in Section 2 above,  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 fifth
anniversary of the date of this Agreement, provided that the Grantee has remained in
continuous employment with the Company throughout such period.  




        
        (c)
      The restrictions  set forth in Section 2 above with respect to the Award Shares,
 to the extent they have not lapsed in accordance with subsections (a) and (b) 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) the date of the Grantee’s death,  Disability or retirement,  provided that the
Grantee has remained in continuous  employment with the Company between the date of this
Agreement and such date,  (ii) the date on which the Company obtains actual knowledge
that a Change in Control has occurred,  or (iii) an action by the Committee,  in its sole
discretion,  terminating such restrictions. 




        
        (d)
      Notwithstanding  anything in  subparagraphs  (a),  (b) and (c) of this Section 3,
if the Grantee is an “officer” of the Company (as such term is defined in Rule
16a-1(f) promulgated by the U.S. Securities and Exchange Commission) as of or within six
months prior to any Vesting Event, and such Vesting Event shall occur prior to the
expiration of six months after the date of this Agreement, lapse of the restrictions set
forth in Section 2 shall be postponed until expiration of such six-month period.  




        
        (e)
       “Trading Days” shall mean days on which Shares are traded on the New
York Stock Exchange. 



        [use
the following sections (a) through (c) for 5-year cliff vesting] 





        
        (a)
      The restrictions set forth in Section 2 above, with respect to Award Shares not
previously  forfeited to the Company,  shall lapse on the fifth anniversary date of the
date of this Agreement, provided that the Grantee has remained in continuous employment
with the Company throughout such period. 




        
        (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  











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on the first to occur of (each a “Vesting  Event”):  (i)
 the date of the Grantee’s  death,  Disability or  retirement,  provided that the
Grantee has remained in continuous  employment  with the Company  between the date of
this Agreement and such date,  (ii) the date on which the Company obtains actual
knowledge that a Change in Control has occurred,  or (iii) an action by the Committee,
 in its sole discretion,  terminating such restrictions.  




        
        (c)
      Notwithstanding  anything in  subparagraphs  (a) and (b) of this  Section 3, if the
Grantee is an “officer” of the Company (as such term is defined in Rule
16a-1(f) promulgated by the U.S. Securities and Exchange Commission) as of or within six
months prior to any Vesting Event, and such Vesting Event shall occur prior to the
expiration of six months after the date of this Agreement, lapse of the restrictions set
forth in Section 2 shall be postponed until expiration of such six-month period.  



        [use
the following sections (a) through (c) for ratable three year annual vesting] 





        
        (a)
      The  restrictions  set forth in Section 2 above shall lapse on the [_____]
 anniversary  date of the Date of Award with  respect to  one-third of the Award Shares
(rounded to the nearest whole number of Award Shares), on the [_____] anniversary date of
the Date of Award with respect to one-third of the Award Shares (rounded to the nearest
whole number of Award Shares) and on the [_____] anniversary of the Date of Award with
respect to the remaining Award Shares.  




        
        (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)
 the date of the Grantee’s  death,  Disability or  retirement,  provided that the
Grantee has remained in continuous  employment  with the Company  between the date of
this Agreement and such date,  (ii) the date on which the Company obtains actual
knowledge that a Change in Control has occurred,  or (iii) an action by the Committee,
 in its sole discretion,  terminating such restrictions. 




        
        (c)
      Notwithstanding  anything in  subparagraphs  (a) and (b) of this  Section 3, if the
Grantee is an “officer” of the Company (as such term is defined in Rule
16a-1(f) promulgated by the U.S. Securities and Exchange Commission) as of or within six
months prior to any Vesting Event, and such Vesting Event shall occur prior to the
expiration of six months after the date of this Agreement, lapse of the restrictions set
forth in Section 2 shall be postponed until expiration of such six-month period.  




        
        Section
4.  Forfeiture.  The Award Shares shall be forfeited to the Company upon the termination
of Grantee’s  employment with the Company and its  Subsidiaries  for any reason
prior to the date the restrictions lapse as provided in Section 3 above. 











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        Section
5.  Tender Offer/Merger. 




        
        (a)
      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.  




        
        (b)
      In the  event of any  change in the  outstanding  Shares  resulting  from a
 subdivision  or  consolidation  of  Shares,  whether  through  reorganization,
recapitalization, share split, reverse share split, share distribution or combination of
shares or the payment of a share dividend, the Award Shares shall be treated in the same
manner in such transaction as other outstanding Shares, except as may be otherwise
provided by the Board of Directors. Any Shares or other securities received by the
Grantee with respect to the Award Shares in any such transaction shall be subject to the
restrictions and conditions set forth herein. Also in such event, the Committee shall
adjust the Accelerated Vesting Prices in such manner as the Committee deems equitable in
its absolute discretion to preserve the purpose and intent of Section 3(a) hereof, [use
if price-based vesting provisions apply].  




        
        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 of the shares represented by this certificate.
      	  







        
        (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 











- 5 - 







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.  





        
        (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, share 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 Code,  the Grantee (i) shall
 furnish the











- 6 - 






Company with a completed and signed 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.  





        
        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 hereof, 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 Restricted Shares and subject to the
provisions of this Agreement and all certificates evidencing ownership of the additional
shares shall bear the legend described in Section 6.  




        
        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.  No Effect on Employment.  Nothing contained in this Agreement shall confer upon the
Grantee any right to remain an employee of the Company.  Nothing contained in this
Agreement shall be deemed by implication or otherwise to impose any limitation on any
right of the Company or any Subsidiary to terminate the Grantee’s employment at any
time.  




        
        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   











- 7 - 







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. 




        
        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] 











- 8 - 








        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): ___________________________