EXHIBIT 10.3
OSHKOSH TRUCK CORPORATION
1990 INCENTIVE STOCK PLAN, as amended
Section 1. Establishment, Purpose, and Effective
Date of Plan
1.1 Establishment. Oshkosh Truck Corporation, a Wisconsin
corporation, hereby establishes the "1990 INCENTIVE STOCK PLAN" (the
"Plan") for key employees and for directors of the Corporation who are not
employees of the Corporation or any Subsidiary. The Plan permits the
grant of Stock Options and Restricted Stock.
1.2 Purpose. The purpose of the Plan is to advance the
interests of the Corporation and its Subsidiaries and promote continuity
of management by encouraging and providing for the acquisition of an
equity interest in the success of the Corporation by key employees and by
enabling the Corporation to attract and retain the services of key
employees upon whose judgment, interest, skills, and special effort the
successful conduct of its operations is largely dependent. In addition,
the Plan is designed to promote the best interests of the Corporation and
its shareholders by providing a means to attract and retain competent
directors who are not employees of the Corporation or any Subsidiary and
to provide opportunities for stock ownership by such directors which will
increase their proprietary interest in the Corporation and, consequently,
their identification with the interests of the shareholders of the
Corporation.
1.3 Effective Date. The Plan was initially effective April 9,
1990 and was amended effective April 25, 1994, subject to subsequent
approval by the holders of outstanding shares of common stock of the
Corporation entitled to vote thereon at the next annual meeting of the
Corporation's shareholders.
Section 2. Definitions; Construction
2.1 Definitions. Whenever used herein, the following terms
shall have their respective meanings set forth below:
(a) "Act" means the federal Securities Exchange Act of 1934, as
amended.
(b) "Board" means the Board of Directors of the Corporation.
(c) A "Change of Control" means a change in control of a nature
that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Act, as amended;
provided that, without limitation, such a change in control shall be
deemed to have occurred (i) if any "person", as used in Section 3(a)
(9) of the Act, other than the Corporation or any person who on the
effective date hereof is a director or officer of the Corporation, is
or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Act), directly or indirectly, of securities of the Corporation
representing twenty-five percent (25%) or more of the combined voting
power of the Corporation's then outstanding securities, or (ii)
during any period of two (2) consecutive years, individuals who, at
the beginning of such period, constituted the Board cease, for any
reason, to constitute at least a majority thereof, unless the
election or nomination for election of each new director was approved
by a vote of at least two-thirds (2/3) of the directors then still in
office who were directors at the beginning of the period.
(d) "Code" means the Internal Revenue Code of 1986, as amended.
(e) "Committee" means the Compensation Committee of the Board,
which shall consist of two (2) or more members of the Board, each of
whom is a "disinterested person" within the meaning of Rule 16b-3 and
each of whom qualifies as an "outside director" for purposes of
Section 162(m) of the Code.
(f) "Corporation" means Oshkosh Truck Corporation, a Wisconsin
corporation.
(g) "Disability" shall have the meaning assigned to the terms
"total disability" or "totally disabled" in the Oshkosh Truck
Corporation Long Term Disability Program for Salaried Employees,
provided the Participant remains totally disabled for five (5)
consecutive months.
(h) "Fair Market Value" means the last sale price of the Stock
as reported on the NASDAQ National Market System on a particular
date.
(i) "Non-Employee Director" means any member of the Board who
is not an employee of the Corporation or of any Subsidiary.
(j) "Option" means the right to purchase Stock at a stated
price for a specified period of time. For purposes of the Plan an
Option may be either (i) an "incentive stock option" within the
meaning of Section 422 of the Code or (ii) a "nonstatutory stock
option."
(k) "Participant" means any individual designated by the
Committee to participate in the Plan.
(l) "Period of Restriction" means the period during which the
transfer of shares of Restricted Stock is restricted pursuant to
Section 7 of the Plan.
(m) "Restricted Stock" means Stock granted to a Participant
pursuant to Section 7 of the Plan.
(n) "Retirement" shall have the meaning assigned to such term
in the pension plan of the Corporation.
(o) "Rule 16b-3" means Rule 16b-3 as promulgated by the United
States Securities and Exchange Commission under the Act or any
successor rule or regulation thereto.
(p) "Stock" means the Class B Common Stock of the Corporation,
par value of one cent ($.01) per share.
(q) "Subsidiary" means any present or future subsidiary of the
Corporation, as defined in Section 424(f) of the Code.
2.2 Number. Except when otherwise indicated by the context,
the singular shall include the plural, and the plural shall include the
singular.
Section 3. Eligibility and Participation
3.1 Eligibility and Participation. Participants in the Plan
shall be selected by the Committee from among those officers and other key
employees of the Corporation and its Subsidiaries who, in the opinion of
the Committee, are in a position to contribute materially to the
Corporation's continued growth and development and to its long-term
financial success. All Non-Employee Directors shall receive grants of
Options as provided in Section 6A.
Section 4. Stock Subject to Plan
4.1 Number. The total number of shares of Stock subject to
issuance under the Plan may not exceed eight hundred twenty five thousand
(825,000). The total number of shares of Stock subject to issuance
pursuant to Options granted under the Plan in any five year period to any
one person may not exceed 150,000. The limitations set forth in this
Section 4.1 are subject to adjustment upon occurrence of any of the events
indicated in Subsection 4.3. The shares to be delivered under the Plan
may consist, in whole or in part, of authorized but unissued Stock or
treasury Stock, not reserved for any other purpose.
4.2 Unused Stock; Unexercised Rights. In the event any shares
of stock are subject to an Option which, for any reason, expires or is
terminated unexercised as to such shares, or any shares of Stock, subject
to a Restricted Stock grant made under the Plan are reacquired by the
Corporation pursuant to Subsection 7.9 or 7.10 of the Plan, such shares
again shall become available for issuance under the Plan.
4.3 Adjustment in Capitalization. In the event that any change
in the outstanding shares of Stock (including an exchange of the Stock for
stock or other securities of another corporation) occurs after adoption of
the Plan by the Board by reason of a Stock dividend or split,
recapitalization, merger, consolidation, combination, exchange of shares
or other similar corporate change, the aggregate number of shares of Stock
(or the stock or other securities that had been issued in exchange for the
shares of Stock) subject to each outstanding Option, and its stated Option
price, shall be appropriately adjusted by the Committee, whose
determination shall be conclusive; provided, however, that fractional
shares shall be rounded to the nearest whole share. In such event, the
Committee shall also have discretion to make appropriate adjustments in
the number and type of shares subject to Restricted Stock grants then
outstanding under the Plan pursuant to the terms of such grants or
otherwise. In the event of any other change in the Stock, the Committee
shall in its sole discretion determine whether such change equitably
requires a change in the number or type of shares subject to any
outstanding Stock Option or Restricted Stock grant and any such adjustment
made by the Committee shall be conclusive. Notwithstanding the foregoing,
Options subject to grant or previously granted to Non-Employee Directors
under the Plan at the time of any event described in this Section 4.3
shall be subject to only such adjustments as shall be necessary to
maintain the relative proportionate interest of the Non-Employee Directors
and preserve, without exceeding, the value of such Options.
Section 5. Duration of Plan
5.1 Duration of Plan. The Plan shall remain in effect, subject
to the Board's right to earlier terminate the Plan pursuant to Subsection
10.3 hereof, until all Stock subject to it shall have been purchased or
acquired pursuant to the provisions hereof. Notwithstanding the
foregoing, no Option or Restricted Stock may be granted under the Plan on
or after March 29, 2004.
Section 6. Stock Options
6.1 Grant of Options. Subject to the provisions of Sections 4
and 5, Options may be granted to Participants at any time and from time to
time as shall be determined by the Committee. Non-Employee Directors
shall not be eligible to be granted Options under the Plan, except as
provided in Section 6A. The Committee shall have complete discretion in
determining the number of Options granted to each Participant. The
Committee also shall determine whether an Option is to be an incentive
stock option within the meaning of Section 422 of the Code or a
nonstatutory stock option. However, in no event shall the Fair Market
Value (determined at the date of grant) of Stock with respect to which
incentive stock options are exercisable for the first time by a
Participant during any calendar year exceed one hundred thousand dollars
($100,000). Nor shall any incentive stock option be granted to any person
who owns, directly or indirectly, stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the
Corporation ("Ten Percent Stockholder"). Nothing in this Section 6 of the
Plan shall be deemed to prevent the grant of nonstatutory stock options in
excess of the maximum established by Section 422 of the Code.
6.2 Option Agreement. Each Option shall be evidenced by an
Option agreement that shall specify the type of Option granted, the Option
price, the duration of the Option, the number of shares of Stock to which
the Option pertains and such other provisions as the Committee shall
determine.
6.3 Option Price. No Option granted pursuant to the Plan shall
have an Option price that is less than the Fair Market Value of the Stock
on the date the Option is granted.
6.4 Duration of Options. Each Option shall expire at such time
as the Committee shall determine at the time it is granted; provided,
however, that no Option that is an incentive stock option shall be
exercisable later than the tenth (10th) anniversary date of its grant, and
no Option that is a nonstatutory stock option shall be exercisable more
than ten (10) years and one (l) month after the date of its grant.
6.5 Exercise of Options. Options granted under the Plan shall
be exercisable at such times and be subject to such restrictions and
conditions as the Committee shall in each instance approve, which need not
be the same for all Participants; except that Options granted to officers,
directors or Ten Percent Stockholders may not be exercised until at least
six (6) months after the date of grant.
6.6 Payment. The Option price upon exercise of any Option
shall be payable to the Corporation in full either (i) in cash or its
equivalent, or (ii) by tendering shares of previously acquired Stock
having a Fair Market Value at the time of exercise equal to the total
Option price, or (iii) by a combination of (i) and (ii). The proceeds
from such a payment shall be added to the general funds of the Corporation
and shall be used for general corporate purposes.
6.7 Restrictions on Stock Transferability. The Committee may
impose such restrictions on any shares of Stock acquired pursuant to the
exercise of an Option under the Plan as it may deem advisable, including,
without limitation, restrictions under applicable Federal securities law,
under the requirements of any stock exchange upon which such shares of
Stock are then listed and under any blue sky or state securities laws
applicable to such shares.
6.8 Termination of Employment Due to Death, Disability or
Retirement. In the event the employment of a Participant is terminated by
reason of death, Disability or Retirement, the Committee may provide in
the Option agreement that any outstanding Options shall become immediately
exercisable at any time prior to the expiration date of the Options or
within twelve (12) months after such date of termination of employment,
whichever period is the shorter. However, in the case of incentive stock
options, the favorable tax treatment prescribed under Section 422 of the
Code shall not be available if such options are not exercised within three
(3) months after such date of termination due to Retirement.
6.9 Termination of Employment Other than for Death, Disability
or Retirement. If the employment of the Participant shall terminate for
any reason other than death, Disability or Retirement, the rights under
any then outstanding Option granted pursuant to the Plan shall terminate
upon the expiration date of the Option or three (3) months after such date
of termination of employment, whichever first occurs, subject to such
exceptions (which shall be set forth in the Option Agreement) as the
Committee may, in its sole discretion, approve.
6.10 Nontransferability of Options. No Option granted under the
Plan may be sold, transferred, pledged, assigned or otherwise alienated or
hypothecated, otherwise than by will or by the laws of descent and
distribution. Further, all Options granted to a Participant under the
Plan shall be exercisable during his or her lifetime only by such
Participant.
Section 6A. Non-Employee Director Stock Options
6A.1 Grant of Options. Subject to approval of amendments to the
Plan by the shareholders of the Corporation as contemplated by Section
1.3, as of April 25, 1994, each Non-Employee Director at such time shall
be granted a nonqualified Option to purchase 1,000 shares of Stock.
Thereafter, upon the conclusion of each annual meeting of the shareholders
of the Corporation, each Non-Employee Director at such time shall be
granted a nonqualified Option to purchase an additional 1,000 shares of
Stock.
6A.2 Terms of Options. The right to exercise Options granted to
a Non-Employee Director pursuant to this Section 6A shall accrue as to
one-third (1/3) of the shares on each of the first three anniversaries of
the date of grant. No partial exercise of the Options may be for less
than one hundred (100) share lots or multiples thereof. The term of
Options granted pursuant to this Section 6A shall expire ten years and one
month from the date of grant or twelve months after the Non-Employee
Director ceases for any reason to be a member of the Board, whichever
occurs first. The Option exercise price shall be the Fair Market Value of
the Stock on the date each Option is granted, which shall be payable to
the Corporation in full upon exercise either (i) in cash or its
equivalent, or (ii) by tendering shares of previously acquired Stock
having a Fair Market Value at the time of exercise equal to the total
Option price, or (iii) by a combination of (i) and (ii).
Section 7. Restricted Stock
7.1 Grant of Restricted Stock. Subject to the provisions of
Sections 4 and 5, the Committee, at any time and from time to time, may
grant shares of Restricted Stock under the Plan to such Participants and
in such amounts as it shall determine. Non-Employee Directors are not
eligible to receive grants of Restricted Stock under the Plan. Each grant
of Restricted Stock shall be in writing.
7.2 Transferability. Except as provided in Section 7 hereof,
the shares of Restricted Stock granted hereunder may not be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated for
such period of time as shall be determined by the Committee and shall be
specified in the Restricted Stock grant, or upon earlier satisfaction of
other conditions as specified by the Committee in its sole discretion and
set forth in the Restricted Stock grant; provided that Restricted Stock
granted to officers, directors or Ten Percent Stockholders may not be sold
for at least six (6) months after the date of grant.
7.3 Other Restrictions. The Committee may impose such other
restrictions on any shares of Restricted Stock granted pursuant to the
Plan as it may deem advisable including, without limitation, restrictions
under applicable Federal or state securities laws, and may legend the
certificates representing Restricted Stock to give appropriate notice of
such restrictions.
7.4 Certificate Legend. In addition to any legends placed on
certificates pursuant to Subsection 7.3 hereof, each certificate
representing shares of Restricted Stock granted pursuant to the Plan shall
bear the following legend:
"The sale or other transfer of the shares of stock
represented by this certificate, whether voluntary,
involuntary or by operation of law, is subject to
certain restrictions on transfer set forth in Oshkosh
Truck Corporation's 1990 Incentive Stock Plan, rules
of administration adopted pursuant to such Plan and a
Restricted Stock grant dated __________ A copy of the
Plan, such rules and such Restricted Stock grant may
be obtained from the Secretary of Oshkosh Truck
Corporation."
7.5 Removal of Restrictions. Except as otherwise provided in
Section 7 hereof, shares of Restricted Stock covered by each Restricted
Stock grant made under the Plan shall become freely transferable by the
Participant after the last day of the Period of Restriction. Once the
shares are released from the restrictions, the Participant shall be
entitled to have the legend required by Subsection 7.4 removed from the
Participant's Stock certificate.
7.6 Voting Rights. During the Period of Restriction,
Participants holding shares of Restricted Stock granted hereunder may
exercise full voting rights with respect to those shares.
7.7 Dividends and Other Distributions. During the Period of
Restriction, Participants holding shares of Restricted Stock granted
hereunder shall be entitled to receive all dividends and other
distributions paid with respect to those shares while they are so held.
If any such dividends or distributions are paid in shares of Stock, the
shares shall be subject to the same restrictions on transferability as the
shares of Restricted Stock with respect to which they were paid.
7.8 Termination of Employment Due to Retirement. The Committee
may provide in its Restricted Stock grant that in the event a Participant
terminates his or her employment with the Corporation because of
Retirement, any remaining Period of Restriction applicable to the
Restricted Stock pursuant to Subsection 7.2 hereof shall automatically
terminate and, except as otherwise provided in Subsection 7.3, the shares
of Restricted Stock shall thereby be free of restrictions and freely
transferable. In the event the Restricted Stock grant does not
automatically terminate such restrictions and a Participant terminates his
or her employment with the Corporation because of Retirement, the
Committee may, in its sole discretion, waive the restrictions remaining on
any or all shares of Restricted Stock pursuant to Subsection 7.2 hereof
and/or add such new restrictions to those shares of Restricted Stock as it
deems appropriate.
7.9 Termination of Employment Due to Death or Disability. The
Committee may provide in its Restricted Stock grant that in the event a
Participant terminates his or her employment with the Corporation because
of death or Disability during the Period of Restriction, the restrictions
applicable to the shares of Restricted Stock pursuant to Subsection 7.2
hereof shall terminate automatically with respect to all of the shares or
that number of shares (rounded to the nearest whole number) equal to the
total number of shares of Restricted Stock granted to such Participant
multiplied by the number of full months which have elapsed since the date
of grant divided by the maximum number of full months of the Period of
Restriction. All remaining shares shall be forfeited and returned to the
Corporation; provided, however, that the Committee may, in its sole
discretion, waive the restrictions remaining on any or all such remaining
shares either before or after the death of the Participant.
7.10 Termination of Employment for Reasons Other than Death
Disability or Retirement. In the event that a Participant terminates his
or her employment with the Corporation for any reason other than those set
forth in Subsections 7.8 and 7.9 hereof during the Period of Restriction,
then any shares of Restricted Stock still subject to restrictions at the
date of such termination shall automatically be forfeited and returned to
the Corporation; provided, however, that, in the event of an involuntary
termination of the employment of a Participant by the Corporation, the
Committee may, in its sole discretion, waive the automatic forfeiture of
any or all such shares and/or may add such new restrictions to such shares
of Restricted Stock as it deems appropriate.
7.11 Nontransferability of Restricted Stock. No shares of
Restricted Stock granted under the Plan may be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated, otherwise than by will or
by the laws of descent and distribution until the termination of the
applicable Period of Restriction. All rights with respect to Restricted
Stock granted to a Participant under the Plan shall be exercisable during
the Participant's lifetime only by such Participant.
Section 8. Beneficiary Designation
8.1 Beneficiary Designation. Each Participant and Non-Employee
Director under the Plan may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively) to whom any
benefit under the Plan is to be paid in case of the death of the
Participant or the Non-Employee Director, as the case may be, before he or
she receives any or all of such benefit. Each designation will revoke all
prior designations by the same Participant or Non-Employee Director, shall
be in a form prescribed by the Committee and will be effective only when
filed by the Participant or Non-Employee Director in writing with the
Committee during the lifetime of the Participant or Non-Employee Director.
In the absence of any such designation, benefits remaining unpaid at the
death of the Participant or Non-Employee Director, as the case may be,
shall be paid to the estate of the Participant or Non-Employee Director,
as the case may be.
Section 9. Rights of Employees
9.1 Employment. Nothing in the Plan shall interfere with or
limit in any way the right of the Corporation to terminate any
Participant's employment at any time nor confer upon any Participant any
right to continue in the employ of the Corporation.
9.2 Participation. No employee shall have a right to be
selected as a Participant or, having been so selected, to be selected
again as a Participant. The preceding sentence shall not be construed or
applied so as to deny an employee any Participation in the Plan solely on
the basis that the employee was a Participant in connection with a prior
grant of benefits under the Plan.
Section 10. Administration; Powers and Duties of the Committee
10.1 Administration. The Committee shall be responsible for the
administration of the Plan. The Committee, by majority action thereof, is
authorized to interpret the Plan, to prescribe, amend, and rescind rules
and regulations relating to the Plan, to provide for conditions and
assurances deemed necessary or advisable to protect the interests of the
Corporation, and to make all other determinations necessary or advisable
for the administration of the Plan, but only to the extent not contrary to
the express provisions of the Plan. Determinations, interpretations, or
other actions made or taken by the Committee pursuant to the provisions of
the Plan shall be final and binding and conclusive for all purposes and
upon all persons whomsoever. The grant, amount and terms of Awards to
Non-Employee Directors under the Plan shall be determined as provided in
Section 6A of the Plan.
10.2 Change of Control. Without limiting the authority of the
Committee as provided herein, the Committee, either at the time Options or
shares of Restricted Stock are granted, or, if so provided in the
applicable Option agreement or Restricted Stock grant, at any time
thereafter, shall have the authority to accelerate in whole or in part the
exercisability of Options and/or the last day of the Period of Restriction
upon a Change of Control. The Option agreements and Restricted Stock
grants approved by the Committee may contain provisions whereby, in the
event of a Change of Control, the acceleration of the exercisability of
Options and/or the last day of the Period of Restriction may be automatic
or may be subject to the discretion of the Committee, depending on whether
the Change of Control shall be approved by a majority of the members of
the Board. If the receipt of any payment by a Participant under the
circumstances described above would result in the payment by the
Participant of any excise tax provided for in Section 280G and Section
4999 of the Code, then the amount of such payment shall be reduced to the
extent required to prevent the imposition of such excise tax.
10.3 Amendment, Modification and Termination of Plan. The Board
may at any time terminate, and from time to time may amend or modify the
Plan, provided, however, that no such action of the Board, without
approval of the stockholders, may:
(a) Increase the total amount of Stock which may be issued
under the Plan, except as provided in Subsections 4.1 and 4.3 of the
Plan.
(b) Increase the total number of shares of Stock that may be
issued under the Plan to any one Participant, except as provided in
Subsections 4.1 and 4.3 of the Plan.
(c) Change the provisions of the Plan regarding the Option
price except as permitted by Subsection 4.3.
(d) Materially increase the cost of the Plan or materially
increase the benefits to Participants and/or Non-Employee Directors.
(e) Extend the period during which Options or Restricted Stock
may be granted.
(f) Extend the maximum period after the date of grant during
which Options may be exercised.
(g) Change the class of individuals eligible to receive Options
or Restricted Stock.
No amendment, modification or termination of the Plan shall in any manner
adversely affect any Options or Restricted Stock theretofore granted under
the Plan, without the consent of the Participant.
Section 11. Tax Withholding
11.1 Tax Withholding. Whenever shares of Stock are to be issued
under the Plan, the Corporation shall have the power to require the
recipient of the Stock to remit to the Corporation an amount sufficient to
satisfy Federal, state and local withholding tax requirements prior to
issuance of the certificate for shares of stock.
Section 12. Requirements of Law
12.1 Requirements of Law. The granting of Options or Restricted
Stock, and the issuance of shares of Stock upon the exercise of an Option
shall be subject to all applicable laws, rules and regulations, and to
such approvals by any governmental agencies or national securities
exchanges as may be required.
12.2 Governing Law. The Plan, and all agreements hereunder,
shall be construed in accordance with and governed by the laws of the
State of Wisconsin.