OSHKOSH TRUCK CORPORATION
EXECUTIVE RETIREMENT PLAN
Final
1/12/2000
OSHKOSH TRUCK CORPORATION
EXECUTIVE RETIREMENT PLAN
PREAMBLE
The principal objective of this Oshkosh Truck Corporation Executive Retirement
Plan is to ensure the payment of a competitive level of retirement income in
order to attract, retain and motivate selected executives.
This Plan is designed to provide a benefit which, when added to other retirement
income of the executive, will meet the objective described above. Eligibility
for participation in this Plan shall be limited to executives selected by the
Chief Executive Officer and approved by the Human Resources Committee or its
successor in function of the Board of Directors. This Plan became effective on
January 31, 2000, after approval by the Board of Directors.
Final - January 12, 2000 2
OSHKOSH TRUCK CORPORATION
EXECUTIVE RETIREMENT PLAN
ARTICLE I
DEFINITIONS
Whenever used herein with the initial letter capitalized, words and phrases
shall have the meanings stated below unless a different meaning is plainly
required by the context. All masculine terms shall include the feminine and all
singular terms shall include the plural in all cases in which they could thus be
applied unless the context clearly indicates the gender or the number.
1.1 "Accrued Normal Retirement Benefit" means the amount of a Participant's
Retirement Benefit, determined as of his date of termination of
employment, commencing as of the first day of the month following the
month in which the Participant attains his Normal Retirement Date, and
payable in the form of a single life annuity (or the Actuarial Equivalent
of such amount when commencing at any other day or payable in another
form). The amount of the Accrued Normal Retirement Benefit is defined in
section 3.1.
1.2 "Actuarial Equivalent" means a benefit payable at a particular time and in
a particular form which has the same value as another benefit payable in
another form or at another time. Such Actuarial Equivalent shall be
determined on the basis of a 7-1/2 percent interest rate and the 1971
Group Annuity Table, with male annuity factors weighted 70 percent and
female annuity factors weighted 30 percent. With respect to lump sum
distributions pursuant to section 6.4, the mortality and interest rate
assumptions shall be as prescribed in such section.
1.3 "Affiliate" means: (1) a corporation which is a member of the same
controlled group of corporations (within the meaning of Internal Revenue
Code section 414(b) as the Employer; (2) an unincorporated trade or
business which is under common control with the Employer (as determined
under Code section 414(c); (3) an organization which, together with the
Employer, is a member of the same affiliated service group (as determined
under Code section 414(m); and (4) any other entity required to be
aggregated under Code section 414(o).
1.4 "Beneficiary" means--
(a) the Spouse if the Preretirement Spouse's Death Benefit, the Joint and
50 Percent Spouse's Annuity, or the Joint and 100 Percent Spouse's
Annuity is payable;
(b) the person or persons (who may be named contingently or
successively), including a trust or an estate, designated by a
Participant, to whom a death benefit is to be paid in the event of
his death.
Each designation will revoke all prior designations by the same
Participant. A designation shall be made on a form prescribed by the
Employer, and will be effective only when filed in writing with the
Employer. If no Beneficiary is designated or a designation is revoked
in whole or in part, or if a designated Beneficiary does not survive,
the lump sum Actuarial Equivalent of the death benefit (if any) shall
be payable to the estate of the last to survive the Participant or the
Beneficiary.
Final - January 12, 2000 3
1.5 "Board" means the Board of Directors of the Company.
1.6 "Change in Control" means a change in management or a change in ownership
of the corporation as defined in the Participant's Key Executive
Employment and Severance Agreement ("KEESA") in effect on the date that
such a change in control occurs or, in the absence of such an agreement,
as defined in Exhibit B, attached to this Plan and incorporated here by
reference.
1.7 "Code" means the Internal Revenue Code of 1986, as amended, and the
regulations thereunder.
1.8 "Committee" means the Human Resources Committee of the Board or its
successor in substantial functions.
1.9 "Company" means Oshkosh Truck Corporation.
1.10 "Company Matching Contribution Benefit" means Oshkosh Truck Corporation's
matching contribution to (1) a Participant's Oshkosh Truck Corporation Tax
Deferred Investment Plan Account, or a Participant Account in a Tax
Deferred Savings Plan sponsored by an Affiliate, as defined in the
governing documents for such Plans, as amended from time to time, and
(2)any related investment earnings. To the extent that a Participant has
withdrawn Company Matching Contributions, such contributions along with
imputed income thereon, shall be added to the Participant's accumulated
Company Matching Contribution Benefit. For purposes of this section 1.10,
a Participant's accumulated Company Matching Contribution Benefit will be
converted into an annual benefit amount payable as a single life annuity
commencing as of the Participant's Retirement Date using the interest and
mortality assumptions set forth in section 1.2.
1.11 "Compensation" means a Participant's base pay, including base pay amounts
deferred pursuant to a compensation reduction agreement under Code section
125 or Code section 401(k). The annual compensation limit set forth in
Code section 401(a)(17) shall not apply.
1.12 "Compensation Year" means each 12-month period used to determine
compensation for purposes of this Plan which coincides with the calendar
year which ends on or prior to the date as of which the Participant's
Accrued Normal Retirement Benefit is determined.
1.13 "Completed Compensation Year" means any Compensation Year in which an
employee is employed through the entire 12-month period.
1.14 "Early Retirement Date" means the first day of the month following the
date on which a Participant retires prior to the Participant's Normal
Retirement Date; provided that the Participant shall have attained age 55,
shall have completed at least five Years of Officer Service, and shall
have provided the Company with written notice of the Participant's
election to take early retirement.
1.15 "Employee" means any person in the employ of the Company or an Affiliate,
except for a person compensated solely on a retainer or fee basis.
1.16 "Employer" means the Company and any Affiliates, which employ or employed
any Participant.
1.17 "Final Average Compensation" means the sum of the three highest
consecutive Completed Compensation Years' Compensation paid to the
Participant prior to the Participant's separation
Final - January 12, 2000 4
from service, divided by three. If a Participant has less than three
Completed Compensation Years, Final Average Compensation will be based on
all Completed Compensation Years divided by the number of such years.
1.18 "Funded Plan" means the Oshkosh Truck Corporation Salaried and Clerical
Employees Retirement Plan or any qualified defined benefit plan sponsored
by an Affiliate.
1.19 "Funded Plan Benefit" means the annual benefit payable under (1) the
Oshkosh Truck Corporation Salaried and Clerical Employees Retirement Plan,
and (2) any qualified defined benefit pension plan sponsored by an
Affiliate, as provided by the governing documents for such Plans, as
amended from time to time. For purposes of this section 1.19, a
Participant's annual benefit will be calculated as a single life annuity
commencing as of the Participant's Retirement Date.
1.20 "Late Retirement Date" means the first day of the month following a
Participant's termination date where the Participant continues to serve as
an Officer of the Company after his Normal Retirement Date.
1.21 "Normal Retirement Date" means the first day of the month following a
Participant's 62nd birthday (without regard to the Participant's Years of
Service at that time).
1.22 "Officer" means any individual who is elected by the Board of Directors to
an officer of the company as a Vice President, Executive Vice President,
President, Chief Executive Officer, or Chairman.
1.23 "Officer Service" means an individual's Years of Service as an Officer of
Oshkosh Truck Corporation including service before this Plan's effective
date as set forth on Exhibit A, but excluding Years of Service with the
Company or an Affiliate in any other capacity.
1.24 "Participant" means any person who has become eligible to participate in
the Plan in accordance with Article II, and who has not ceased to have
rights to a Retirement Benefit hereunder.
1.25 "Plan" means the Oshkosh Truck Corporation Executive Retirement Plan, as
set forth herein, and as it may be amended from time to time.
1.26 "Plan Effective Date" means January 31, 2000.
1.27 "Plan Year" means the 12 consecutive month period for maintaining records
for this Plan and will be the consecutive 12-month period beginning each
March 1 and ending on the last day of February, except the first Plan Year
shall run from the Plan Effective Date until the last day February.
1.28 "Retirement Benefit" means a pension or any other payment or payments
payable under the terms of this Plan to a Participant, the Participant's
Spouse, or Beneficiary.
1.29 "Retirement Date" means the date on which a Participant's Retirement
Benefit commences.
1.30 "Social Security Benefit" means, for the purpose of determining the
Accrued Normal Retirement Benefit as of a Participant's Normal Retirement
Date or Early Retirement Date, the estimated monthly old-age benefit to
which the Participant would be entitled beginning immediately upon his
achieving his Normal Retirement Date under the provisions of the Social
Final - January 12, 2000 5
Security Act in effect on the date of his termination and assuming that he
will continue to receive until he attains his Normal Retirement Date
compensation that would be treated as wages for purposes of the Social
Security Act at the same rate as was in effect for him immediately prior
to his termination. For purposes of determining the Accrued Normal
Retirement Benefit as of a Participant's Late Retirement Date, "Social
Security Benefit" means the estimated monthly old-age benefit to which the
Participant would be entitled based on his age as of the date of his
termination.
In estimating wages for purposes of determining the Social Security
Benefit, it shall be assumed that the Participant's compensation prior to
date of termination has increased annually at the same rates as the
Average Total Wages for Adjusting Earnings to use in Computing Social
Security Benefits as published by the Social Security Administration. For
the calendar year subsequent to the last year published by the Social
Security Administration, the same rate of increase as applicable to the
last published year shall be used.
The Social Security Benefit shall be determined in accordance with rules
adopted by the Employer and applied in a nondiscriminatory manner. Each
Participant will be provided with clear written notice of his right to
supply to the Employer his actual wage history and of the financial
consequences of failing to supply such history.
1.31 "Spouse" means an individual who is legally married to a Participant as of
the earlier of the date of the Participant's death or the Participant's
Retirement Date.
1.32 "Years of Credited Service" means the Years of Service an Employee
completed while employed by the Company or an Affiliate to a maximum of 20
Years.
1.33 "Years of Service" means the aggregate of all periods of employment by an
Employee of the Employer, each such period to be calculated in completed
years and months.
1.34 "Years of Officer Service" means the aggregate of all periods of
employment as an Officer of Oshkosh Truck Corporation, but excluding
periods of employment with Oshkosh Truck Corporation or any Affiliate in
any other capacity.
Final - January 12, 2000 6
ARTICLE II
PARTICIPATION
2.1 Participating Employees. Each executive selected by the Chief Executive
Officer ("CEO") and approved by the Committee to participate in the Plan
shall become a Participant on the date specified by the Committee, as set
forth in Exhibit A or as subsequently established by the Committee for new
participants. Each Participant's right to benefits under this Plan shall
vest in accordance with Article V hereof.
2.2 Cessation of Participation. A Participant shall cease to be an active
Participant in this Plan and such Participant shall become an inactive
Participant as of the date such Participant ceases to be an Employee of
the Company, if they are not vested in accordance with Article V.
Final - January 12, 2000 7
ARTICLE III
FORM AND AMOUNT OF RETIREMENT BENEFITS
3.1 Accrued Normal Retirement Benefit. The Accrued Normal Retirement Benefit
payable to a Participant who retires on or after the Participant's Normal
Retirement Date shall be a monthly Retirement Benefit commencing on the
Participant's Retirement Date and payable during the Participant's
lifetime and ceasing with the last payment due on the first day of the
month in which the Participant dies. The monthly Accrued Normal Retirement
Benefit shall be equal to one-twelfth of the excess, if any, of (a) less
the sum of (b), (c), and (d) where:
(a) equals two (2) percent of the Participant's Final Average
Compensation multiplied by the Participant's Years of Credited
Service,
(b) equals one-half of the Participant's annual Social Security Benefit,
(c) equals the Participant's annual Company Matching Contribution
Benefit, and
(d) equals Participant's annual Funded Plan Benefit.
3.2 Early Retirement Benefit. Each Participant who retires prior to the
Participant's Normal Retirement Date shall receive a monthly Early
Retirement Benefit commencing on the Participant's Early Retirement Date
and payable under the normal form in accordance with section 3.1. The
monthly Early Retirement Benefit shall be equal to one-twelfth of the
excess, if any, of (a) less the sum of (b), (c), and (d) where:
(a) equals two (2) percent of the Participant's Final Average
Compensation multiplied by the Participant's Years of Credited
Service and reduced by a factor based on the number of years by which
the Retirement Date precedes the Participant's Normal Retirement
Date, as shown in the following schedule:
Number of years* by which
the Retirement Date Precedes
the Participant's Normal Portion of Retirement
Retirement Date Benefit Payable
7 60.00%
6 63.33%
5 66.67%
4 73.33%
3 80.00%
2 86.67%
1 93.33%
0 100.00%
* For a period that is not an integral number of years, the portion
to be applied will be obtained by arithmetic interpolation between
the appropriate percentages set out above.
(b) equals one-half of the Participant's annual Social Security Benefit,
reduced by .4167 percent for each month by which Participant's Early
Retirement Date precedes the Participant's Normal Retirement Date,
Final - January 12, 2000 8
(c) equals the Participant's annual Company Matching Contribution Benefit
payable at the Early Retirement Date, and
(d) equals the annual Funded Plan Benefit payable at the Early Retirement
Date.
3.3 Form and Timing of Benefit. The benefit payable to or on behalf of a
Participant under this Plan shall be paid in the normal form as provided
by the Funded Plan or, as elected by the Participant (or his Spouse, in
the event of the Participant's death while employed), on a basis
consistent with all elections made by the Participant and/or Spouse under
the Funded Plan. Any conversions to an optional method of payment
permitted under the Funded Plan shall be the Actuarial Equivalent of such
normal form of payment. Benefits due under this Section III shall be paid
coincident with the payment date of benefits under the Funded Plan.
3.4 Treatment of Plan Payments Under Other Plans. Benefits earned by a
Participant under this Plan shall not be considered "Compensation" as that
term is defined in other plans sponsored by the Employer.
Final - January 12, 2000 9
ARTICLE IV
DEATH BENEFITS BEFORE RETIREMENT
4.1 Death of a Participant Before Commencement of Retirement Benefit. If a
Participant dies before the date Retirement Benefits commence hereunder,
no benefits shall be payable under this Plan, except as to otherwise
provided in section 4.2.
4.2 Preretirement Spouse's Death Benefit.
(a) In the case of a Participant who has a nonforfeitable right to his
Accrued Normal Retirement Benefit, who has a surviving Spouse and who
dies prior to his Retirement Date (whether or not such Participant is
employed by the Employer or an Affiliate) there shall be payable to
his surviving Spouse a Preretirement Spouse's Death Benefit.
(b) The monthly payments to a surviving Spouse under the Preretirement
Spouse's Death Benefit shall equal the amounts which would have been
payable as a survivor annuity under the Joint and 50 Percent Spouse's
Annuity if--
(1) in the case of a Participant who dies after attaining his Early
Retirement Date, such Participant had retired with an immediate
Joint and 50 Percent Spouse's Annuity on the day before the
Participant's death, or
(2) in the case of a Participant who dies on or before attaining his
Early Retirement Date, such Participant had terminated
employment on the date of death (if his employment had not
terminated), survived to his Early Retirement Date, retired with
an immediate Joint and 50 Percent Spouse's Annuity on his Early
Retirement Date, and died on the day after the date on which
such Participant would have attained his Early Retirement Date.
If, pursuant to subsection (c) below, a Spouse elects to defer
the commencement of the Preretirement Spouse's Death Benefit,
the amount of the benefit payable thereunder shall be increased
to reflect such deferral.
(c) Payment of the Preretirement Spouse's Death Benefit to a
Participant's Spouse shall commence on the date selected by the
surviving Spouse. Such date shall occur no earlier than the date on
which a deceased Participant would have attained his Early Retirement
Date (in the case of a Participant who dies prior to attaining his
Early Retirement Date), or the date of the Participant's death (in
the case of a Participant who dies on or after attaining his Early
Retirement Date), and no later than the first day of the month next
following the date the Participant would have attained age 62.
Final - January 12, 2000 10
ARTICLE V
VESTING
5.1 Vesting. A Participant shall vest over a period of ten years of Officer
Service according to the following vesting schedule:
Years of Officer Service Vested Percentage
0 - 5 0%
6 20%
7 40%
8 60%
9 80%
10 100%
5.2 Effect of Change in Control. Notwithstanding any other provision of this
Plan to the contrary, in the event of a Change in Control, all
Participants who are employed by the Company at the time of a Change in
Control shall become fully vested in their entire Accrued Normal
Retirement Benefit under this Plan. Moreover, in the event of a Change in
Control, each Participant shall be entitled to receive an immediate single
sum distribution of the entire present value of the Participant's Accrued
Normal Retirement Benefit vested in accordance with this Article V within
60 days after the Participant's termination of employment for any reason.
(Any Participant who terminated employment before such Change in Control
shall receive the present value of the Participant's then remaining vested
Accrued Normal Retirement Benefit within 60 days after the Change in
Control.) For purposes of this provision, the present value of a
Participant's Accrued Normal Retirement Benefit shall be determined using
the Actuarial Assumption in section 6.4.
Final - January 12, 2000 11
ARTICLE VI
PAYMENT OF RETIREMENT BENEFIT
6.1 Survival. Payment of any Retirement Benefit hereunder which is contingent
upon the survival of the payee shall cease with the last payment due the
payee before the payee's death.
6.2 Administrative Powers Relating to Payments. If a Participant or Spouse is
under a legal disability or, by reason of illness or mental or physical
disability, is unable, in the opinion of the Committee, to attend properly
to such Participant's personal financial matters, the Committee may make
such payments in such of the following ways as the Committee shall direct:
(a) Directly to such Participant or Spouse;
(b) To the legal representative of such Participant or Spouse; or
(c) To some relative by blood or marriage, or friend, for the benefit of
such Participant or Spouse.
Any payment made pursuant to this section 6.2 shall be in complete
discharge of the obligation for such payment under the Plan.
6.3 Missing Persons.
(a) The Company shall be deemed to have made adequate tender of payment
of any benefit payable hereunder to a person if payment is made by
check or by money order, and mailed to the last address of such
person furnished to the Company.
(b) If a person shall fail to claim or collect any such tender for a
period of three months from the date thereof, the Company may stop
payment on such tender and on any other tenders subsequent to the
tender not claimed or collected and may suspend any further benefit
payments hereunder until the Company can ascertain whether such
person was living at the time any such tender was made and whether
any benefit payments are due hereunder to a person. Upon such
suspension of payments, a written notice thereof and of the
provisions of this section 6.3 shall be mailed by the Company to the
last address known to it of the person entitled to such payment or
payments.
(c) If such person shall fail to claim any such payment for a period of
three years after such written notice is mailed, such person for all
purposes of the Plan be deemed to have died on the day immediately
preceding the date of the first such tender which has not been
claimed or collected.
Final - January 12, 2000 12
6.4 Lump Sum Cash-Out. If the lump sum Actuarial Equivalent value of:(1) a
Participant's vested Accrued Normal Retirement Benefit upon termination of
employment or (2) the Preretirement Spouse's Death Benefit upon the
Participant's death is equal to or less than $50,000, the Plan shall make
a lump sum payment of: (1) the Accrued Normal Retirement Benefit to the
Participant or (2) the Preretirement Spouse's Death Benefit to the
Participant's surviving Spouse. For the purpose of determining the lump
sum Actuarial Equivalent under this section, the Employer shall use an
interest rate equal to the annual interest rate on 30-year Treasury
securities for the January (the "look back month") immediately preceding
the Plan Year ("the stability period") in which the Participant's
Retirement Date or termination date (if earlier) occurs, as specified by
the Commissioner of Internal Revenue in revenue rulings, notices, or other
guidance, published in the Internal Revenue Bulletin. The applicable
mortality table shall be the mortality table based on the prevailing
commissioners' standard table (described in Code section 807(d)(5(A)) used
to determine reserves for group annuity contracts issued on the date of
which present value is being determined (without regard to any other
subparagraph of section 807(d)(5)), that is prescribed by the Commissioner
of Internal Revenue in revenue rulings, notices, or other guidance,
published in the Internal Revenue Bulletin.
Final - January 12, 2000 13
ARTICLE VII
GENERAL PROVISIONS
7.1 Funding. The Plan is intended as an unfunded plan of deferred
compensation. The Company intends to establish appropriate reserves for
the Plan on its books of account in accordance with generally accepted
accounting principles. Such reserves shall be, for all purposes, part of
the beneficial funds of the Company and no Participant, Spouse or other
person claiming a right under the Plan shall have any interest, right or
title to such reserves.
7.2 Continuation of the Plan. The Plan shall be binding upon the Company and
any successors or assigns of the Company including any corporation with or
into which the Company or its successors or assigns shall consolidate or
merge and any transfer of substantially all of the assets of the Company
or its successors or assigns.
7.3 Right to Amend, Suspend or Terminate. The Company reserves the right at
any time and from time to time to amend, suspend or terminate the Plan by
action of its Board of Directors without the consent of any Participant,
Spouse, or other persons claiming a right under the Plan. No amendment of
the Plan shall reduce the benefits of any Participant below the amount to
which such Participant has become vested pursuant to section 5.1 prior to
the date of amendment.
7.4 Rights to Benefits. No person shall have any right to a benefit under the
Plan except as such benefit has accrued to such person in accordance with
the terms of the Plan, and that such right shall be no greater than the
rights of any unsecured general creditors of the Company. Notwithstanding
any other provisions of this Plan, if a Participant shall be terminated
for Cause, all of such Participant's rights to benefits under this Plan
shall be forfeited. For purposes of this Plan, the Company may terminate
the Participant's employment after the Plan Effective Date for "Cause"
only if the conditions set forth in paragraphs (i) and (ii) have been met:
(i) (A) the Participant has committed any act of fraud,
embezzlement or theft in connection with the
Participant's duties as an Officer or in the course
of employment with the Company and/or its
subsidiaries; or
(B) the Participant has willfully and continually failed
to perform substantially the Participant's duties
with the Company or any of its Affiliates (other than
any such failure resulting from incapacity due to
physical or mental illness or injury, regardless of
whether such illness or injury is job-related) for an
appropriate period, which shall not be less than 30
days, after the Chief Executive Officer of the
Company (or, if the Participant is then Chief
Executive Officer, the Board) has delivered a written
demand for performance to the Participant that
specifically identifies the manner in which the Chief
Executive Officer (or the Board, as the case may be)
believes the Participant has not substantially
performed the Participant's duties; or
(C) the Participant has willfully engaged in illegal
conduct or gross misconduct that is materially and
demonstrably injurious to the Company; or
(D) the Participant has willfully and wrongfully
disclosed any trade secret or other confidential
information of the Company or any of its Affiliates;
or
(E) the Participant has engaged in any competitive
activity; and in any such case the act or omission
shall have been determined by the Board to have been
materially harmful to
Final - January 12, 2000 14
the Company and its subsidiaries taken as a whole.
For purposes of the provision, (1) no act or failure
to act on the part of the Participant shall be
considered "willful" unless it is done, or omitted
to be done, by the Participant in bad faith or
without reasonable belief that the Participant's
action or omission was in the best interests of the
Company and (2) any act, or failure to act, based
upon authority given pursuant to a resolution duly
adopted by the Board or upon the instructions of the
Chief Executive Officer or a senior officer of the
Company or based upon the advice of counsel for the
Company shall be conclusively presumed to be done,
or omitted to be done, by the Participant in good
faith and in the best interests of the Company.
(ii) (A) The Company terminates the Participant's employment
by delivering a Notice of Termination to the
Participant, and
(B) prior to the time the Company has terminated the
Participant's employment pursuant to a Notice of
Termination, the Board, by the affirmative vote of
not less than three-quarters (3/4) of the entire
membership of the Board, has adopted a resolution
finding that the Participant was guilty of conduct
set forth in this definition of Cause, and specifying
the particulars thereof in detail, at a meeting of
the Board called and held for the purpose of
considering such termination (after reasonable notice
to the Participant and an opportunity for the
Participant, together with the Participant's counsel,
to be heard before the Board), and
(C) the Company delivers a copy of such resolution to the
Participant with the Notice of Termination at the
time the Participant's employment is terminated.
In the event of a dispute regarding whether the
Participant's employment has been terminated for
Cause, no claim by the Company that the Company has
terminated the Participant's employment for Cause in
accordance with this Agreement shall be given effect
unless the Company establishes by clear and
convincing evidence that the Company has complied
with the requirements of this Section 7.4 to
terminate the Participant's employment for Cause.
7.5 Titles. The titles of the Articles and sections herein are included for
convenience of reference only and shall not be construed as part of this
Plan, or have any effect upon the meaning of the provisions hereof.
7.6 Separability. If any term or provision of this Plan as presently in effect
or as amended from time to time, or the application thereof to any
payments or circumstances, shall to any extent be invalid or
unenforceable, the remainder of the Plan, and the application of such term
or provisions to payments or circumstances other than those as to which it
is invalid or unenforceable, shall not be affected thereby, and each term
or provision of the Plan shall be valid and enforced to the fullest extent
permitted by law.
Final - January 12, 2000 15
7.7 Authorized Officers. Whenever the Company under the terms of the Plan is
permitted or required to do or to perform any act or matter or thing, it
shall be done and performed by any Officer duly authorized by the Board of
Directors of the Company, provided that the authority to approve
Participants shall be vested in the Committee.
7.8 No Contract of Employment. Nothing herein contained shall be construed to
constitute a contract of employment between any Employer and any Employee.
7.9 Data. It shall be a condition precedent to the payment of all benefits
under the Plan that each Participant, former Participant and Spouse must
furnish to the Company such documents, evidence or information as the
Company considers necessary or desirable for the purpose of administering
the Plan, or to protect the Company.
7.10 Restrictions Upon Assignments and Creditors' Claims. Except as in the Plan
otherwise provided, no Participant, former Participant or any Spouse, or
the state of any such person, shall have the power to assign, pledge,
encumber or transfer any interest in the Plan while the same shall be
possession of the Company. Any such attempt at alienation shall be void.
No such interest shall be subject to attachment, garnishment, execution,
levy or any other legal equitable proceeding or process and any attempt to
so such interest shall be void.
7.11 Applicable Law. The Plan shall be construed and administered in accordance
with the laws of Wisconsin to the extent such laws are not preempted by
ERISA.
Final - January 12, 2000 16
EXHIBIT A
- ------------------------------------------------------------------------------------------------------------------
Oshkosh Truck Date of
Date of Plan Corporation Officer
Officer's Name Title Participation Hire Date Appointment
- ----------------- ---------------------------------------- ------------- ----------------- -----------
Charles Szews Executive Vice President and Chief 1/31/2000 3/29/96 3/29/96
Financial Officer
Matthew Zolnowski Executive Vice President, Corporate 1/31/2000 1/27/92 1/27/92
Administration
Daniel Lanzdorf Executive Vice President and President, 1/31/2000 6/12/73 (orig) 9/30/96
McNeilus Companies, Inc. 11/12/79 (rehire)
Timothy Dempsey Executive Vice President and Corporate 1/31/2000 10/1/95 10/1/95
General Counsel, and Secretary
John Randjelovic Executive Vice President and President, 1/31/2000 10/26/92 10/26/92
Pierce Manufacturing Inc.
Paul Hollowell Executive Vice President and President, 1/31/2000 4/1/89 4/1/89
Defense Business
Donald Verhoff Vice President, Technology 1/31/2000 5/14/73 7/25/97
Mark Meaders Vice President, Operations and Corporate 1/31/2000 7/1/93 (orig) 1/1/98
Purchasing, Materials, and Logistics 1/1/98 (rehire)
Ted Henson Vice President, International Sales 1/31/2000 1/29/90 5/1/97
Michael Wuest Vice President and General Manager, 1/31/2000 11/2/81 4/20/98
Operations, Pierce Manufacturing Inc.
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Final - January 12, 2000 17
Exhibit B
DEFINITION OF "CHANGE IN CONTROL" AND RELATED TERMS
A "Change in Control" shall be deemed to have occurred if the event
set forth in any one of the following paragraphs shall have occurred:
(i) at any time that either no shares of Class A Common
Stock of the Company are issued and outstanding or Excluded Persons
have ceased to beneficially own a majority of the outstanding shares
of Class A Common Stock of the Company, any Person (as defined below)
(other than (A) the Company or any of its subsidiaries, (B) a trustee
or other fiduciary holding securities under any employee benefit plan
of the Company or any of its subsidiaries, (C) an underwriter
temporarily holding securities pursuant to an offering of such
securities, (D) a corporation owned, directly or indirectly, by the
shareholders of the Company in substantially the same proportions as
their ownership of stock in the Company or (E) an Exempt Person (as
defined below) ("Excluded Persons")) is or becomes the "Beneficial
Owner" (as such term is defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the "Act")), directly or indirectly,
of securities of the Company (not including in the securities
beneficially owned by such Person any securities acquired directly
from the Company or its Affiliates (as defined below) after January
31, 2000, pursuant to express authorization by the Board that refers
to this exception) representing 25% or more of (A) the combined voting
power of the Company's then outstanding voting securities or (B) the
then outstanding shares of common stock of the Company; or
(ii) the following individuals cease for any reason to
constitute a majority of the number of directors then serving:
individuals who, on January 31, 2000, constituted the Board and any
new director (other than a director whose initial assumption of office
is in connection with an actual or threatened election contest,
including but not limited to a consent solicitation, relating to the
election of directors of the Company, as such terms are used in Rule
14a-11 of Regulation 14A under the Act) whose appointment or election
by the Board or nomination for election by the Company's shareholders
was approved by a vote of at least two-thirds (2/3) of the directors
then still in office who either were directors on January 31, 2000 or
whose appointment, election or nomination for election was previously
so approved; or
(iii) the shareholders of the Company approve a merger,
consolidation or share exchange of the Company with any other
corporation or approve the issuance of voting securities of the
Company in connection with a merger, consolidation or share exchange
of the Company (or any direct or indirect subsidiary of the Company)
pursuant to applicable stock exchange requirements, other than (A) a
merger, consolidation or share exchange that would result in the
voting securities of the Company outstanding immediately prior to such
merger, consolidation or share exchange continuing to represent
(either by remaining outstanding or by being converted into voting
securities of the surviving entity or any parent thereof) at least 50%
of the combined voting power of the voting securities of the Company
or such surviving entity or any parent thereof outstanding immediately
after such merger,
Final - January 12, 2000 18
consolidation or share exchange, (B) a merger, consolidation or share
exchange effected to implement a recapitalization of the Company (or
similar transaction) in which no Person (other than an Excluded
Person) is or becomes the Beneficial Owner, directly or indirectly, of
securities of the Company (not including in the securities
beneficially owned by such Person any securities acquired directly
from the Company or its Affiliates after January 31, 2000, pursuant to
express authorization by the Board that refers to this exception)
representing 25% or more of (1) the combined voting power of the
Company's then outstanding voting securities or (2) the then
outstanding shares of common stock of the Company or (C) a merger,
consolidation or share exchange immediately following the
effectiveness of which shares of Class A Common Stock of the Company
will remain issued and outstanding and Excluded Persons will continue
to beneficially own a majority of the outstanding shares of Class A
Common Stock of the Company; or
(iv) the shareholders of the Company approve a plan of
complete liquidation or dissolution of the Company or an agreement for
the sale or disposition by the Company of all or substantially all of
the Company's assets (in one transaction or a series of related
transactions within any period of 24 consecutive months), other than a
sale or disposition by the Company of all or substantially all of the
Company's assets to an entity at least 75% of the combined voting
power of the voting securities of which are owned by Persons in
substantially the same proportions as their ownership of the Company
immediately prior to such sale.
Notwithstanding the foregoing, no "Change in Control" shall be deemed
to have occurred if there is consummated any transaction or series of integrated
transactions immediately following which the record holders of the common stock
of the Company immediately prior to such transaction or series of transactions
continue to have substantially the same proportionate ownership in an entity
that owns all or substantially all of the assets of the Company immediately
following such transaction or series of transactions.
For purposes of this Exhibit B, the term "Affiliate" shall have the
meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations
of the Act.
For purposes of this Exhibit B, the term "Exempt Person" shall mean
(i) J. Peter Mosling, Jr.; (ii) Stephen P. Mosling; (iii) any transferee to
which the Persons identified in clause (i) and (ii) above (the "Moslings") have
lawfully transferred or may lawfully transfer shares of Class A Common Stock of
the Company pursuant to the provisions of the Stock Purchase Agreement dated
April 26th, 1996, by and among the Company and the Moslings, as the same may be
amended from time to time; and (iv) any trustee, guardian, custodian, executor,
administrator, fiduciary or other legal representative of the Persons identified
in clauses (i), (ii) and (iii) above or the estates of the Moslings, in their
capacity as such.
For purposes of this Exhibit B, the term "Person" shall have the
meaning given in Section 3(a)(9) of the Act, as modified and used in Sections
13(d) and 14(d) thereof.
Final - January 12, 2000 19