OSHKOSH TRUCK CORPORATION
(a Wisconsin corporation)
1990 Incentive Stock Plan, as amended
Nonqualified Stock Option
Optionee:
Optionee's Address:
Date of Grant:
Number of Shares:
Exercise Price Per Share:
Expiration Date:
Oshkosh Truck Corporation and the above-named Optionee hereby
agree as follows:
1. Grant of Nonqualified Stock Options. In consideration of
the employment of the Optionee, Oshkosh Truck Corporation, a Wisconsin
corporation (hereinafter called the "Corporation"), grants to the Optionee
the option (the "Option") to purchase the number of shares of Class B
Common Stock, one cent ($.01) par value per share, of the Corporation set
forth above for an amount equal to the Exercise Price per Share, set forth
above, all on the terms and conditions hereinafter stated. The Option is
intended to be other than an incentive stock option within the meaning of
Section 422A of the Code.
2. Plan. The Option is granted under and pursuant to the
Oshkosh Truck Corporation 1990 Incentive Stock Plan, as amended, adopted
April 9, 1990 and amended April 25, 1994 (herein called the "Plan") and is
subject to each and all of the provisions thereof, a copy of which Plan
has previously been furnished or made available to the Optionee. All
capitalized terms not otherwise defined herein shall have the meanings
assigned to such terms in the Plan.
3. Exercise of Option. Subject to the conditions stated
herein, the right to exercise the Option shall accrue as to one-third
(1/3) of the shares on each of the first three (3) anniversaries of the
date of grant set forth above. No partial exercise of the Option may be
for less than one hundred (100) share lots or multiples thereof.
In the event of a Change of Control, and pursuant to Subsection
10.2 of the Plan, if any portion of the Option has not theretofore become
exercisable, the Option shall become immediately exercisable in full;
provided, however, that if the Optionee is also a director of the
Corporation, a Ten Percent Shareholder, or an officer of the Corporation
or a Subsidiary subject to Section 16 of the Act, the Option shall not be
exercisable until at least six months have elapsed from the Date of Grant.
In the event that the Optionee's employment with the Corporation
or its Subsidiaries terminates by reason of death, Disability or
Retirement, the Option shall become immediately exercisable in full, to
the extent that the Option had not theretofore become exercisable. In the
event that the Optionee's employment with the Corporation or its
Subsidiaries terminates for any reason other than death, Disability or
Retirement prior to the date on which the Option becomes fully
exercisable, the Optionee's right to exercise the Option granted hereunder
shall be forfeited to the extent it was not exercisable on the date of
such termination. If the receipt of any payment by a Participant under the
circumstances described in Subsection 10.2 of the Plan 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 reguired to prevent the imposition of such excise
tax.
4. Term of Option. The term of this Option shall expire ten
(10) years and one (1) month from the Date of Grant or three (3) months
after the termination of the Optionee's employment with the Corporation or
its Subsidiaries, whichever occurs first, subject to the following
provisions:
(a) If the termination of employment is caused by the
Optionee's death, this Option may be exercised in full, to the
extent it had not previously been exercised, within twelve (12)
months after the Optionee's death by the Optionee's executors or
administrators or by any person or persons who shall have
acquired the Option directly from the Optionee by will or by the
laws of descent and distribution.
(b) If the termination of the Optionee's employment is
caused by the Optionee's Disability, this Option may be
exercised in full, to the extent it had not previously been
exercised, within twelve (12) months after the Optionee's
Disability by the Optionee or the Optionee's guardian or other
legal representative.
Notwithstanding any other provision of this Agreement to the contrary, the
Option shall not be exercisable after ten (10) years and one (1) month
from the Date of Grant.
5. Notice of Exercise of Option. The Optionee or the
Optionee's representative may exercise this Option by giving written
notice to the Corporation at 2307 Oregon Street, P.O. Box 2566, Oshkosh,
Wisconsin 54903-2566, Attention: Corporate Secretary, specifying the
election to exercise the Option, the number of shares of Stock in respect
of which it is being exercised and the form of payment and the number of
shares, if any, to be surrendered as part of the Exercise Price. The
Optionee or the Optionee's representative shall deliver to the Corporate
Secretary, at the time of giving such notice, payment in a form that
conforms to the requirements of section 6 hereof for the full amount of
the Exercise Price of the shares of Stock as to which this Option is
exercised.
The notice shall be signed by the person or persons exercising
this Option, and in the event this Option is being exercised by the
representative of the Optionee, it shall be accompanied by proof
satisfactory to the Corporation of the right of the representative to
exercise the Option. No share of stock shall be issued until payment
therefor has been made. The Corporation shall thereafter cause to be
issued a certificate or certificates for the shares of Stock as to which
this Option shall have been so exercised, registered in the name of the
person or persons so exercising the Option, and cause such certificate or
certificates to be delivered to or upon the order of such person or
persons.
6. Payment for Stock. At the time of giving notice of
exercise pursuant to section 5 hereof, the Optionee or the Optionee's
representative shall deliver to the Corporate Secretary payment for the
amount of the Exercise Price of the shares of Stock as to which the Option
is being exercised:
(a) In United States dollars;
(b) By the surrender of shares of Stock in good form for
transfer, owned by the person exercising this Option and having
an aggregate Fair Market Value on the date of exercise equal to
the Exercise Price; or
(c) In any combination of cash and shares of Stock, if the
total of the cash so paid and the Fair Market Value of the
shares of Stock so surrendered equals the Exercise Price of the
shares of Stock with respect to which this Option is being
exercised.
7. Withholding Tax. In the event the Corporation determines
that it is required to withhold state or Federal income tax or FICA tax as
a result of the exercise of the Option, as a condition to the exercise of
the Option, the Optionee will make arrangements satisfactory to the
Corporation to enable it to satisfy such withholding requirements.
8. Legality of Issuance. No shares of Stock shall be issued
upon the exercise of any Option unless and until the Corporation has
determined that:
(a) It and the Optionee have taken all actions required to
register the shares of Stock under the Securities Act of 1933,
as amended (the "Securities Act"), or to perfect an exemption
from the registration requirements thereof;
(b) Any applicable requirements of any stock exchange on
which the Stock is listed or market on which the Stock is quoted
have been satisfied; and
(c) Any other applicable provision of state or Federal law
has been satisfied.
The Corporation shall not be obligated pursuant to the terms of this
Agreement to register the shares of Stock under the Securities Act.
9. Restrictions on Transfers. Regardless of whether the
offering and sale of shares of Stock acquired under the Plan have been
registered under the Securities Act, or have been registered or qualified
under the securities laws of any state, the Corporation may impose
restrictions upon the sale, pledge or other transfer of such shares of
Stock (including the placement of appropriate legends on stock
certificates) if, in the judgment of the Corporation and its counsel, such
restrictions are necessary or desirable in order to achieve compliance
with the provisions of the Securities Act, the securities laws of any
state or any other law. In the event that the sale of shares of Stock
under the Plan is not registered under the Securities Act but an exemption
is available which requires an investment representation or other
representation, the Optionee represents and agrees that the shares of
Stock to be acquired pursuant to the exercise of an Option hereunder shall
be acquired for investment, and not with a view to the sale or
distribution thereof. Stock certificates evidencing shares of Stock
acquired under the Plan pursuant to an unregistered transaction shall bear
the following or a similar restrictive legend as required or deemed
advisable under the provisions of any applicable law:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(`SECURITIES ACT'). ANY TRANSFER OF SUCH SECURITIES WILL BE
INVALID UNLESS A REGISTRATION STATEMENT UNDER THE
SECURITIES ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE
OPINION OF COUNSEL FOR THE ISSUER SUCH REGISTRATION IS
UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE
SECURITIES ACT."
10. Stockholder Approval. The amended Plan, and therefore the
grant of Options hereunder, are subject to the approval of the holders of
Class A Common Stock of the Corporation at the next annual meeting of
Stockholders. [include only for September 1994 grants]
11. Removal of Legends. If, in the opinion of the Corporation
and its counsel, any legend placed on a stock certificate representing
shares of Stock sold under the Plan is no longer required, the holder of
such certificate shall be entitled to exchange such certificate for a
certificate representing the same number of shares of Stock but lacking
such legend.
12. No Right to Continued Employment. This grant shall not
confer upon the Optionee any right with respect to continuance of
employment by the Corporation or any Subsidiary nor shall it interfere in
any way with the right of his employer to terminate such employment at any
time, subject to the terms and conditions of any other agreements between
the Corporation and the Optionee.
13. Miscellaneous.
(a) Entire Agreement. This Agreement and the Plan
together constitute the entire agreement between the parties
hereto with respect to the subject matter hereof and thereof,
and there have been and are no restrictions, promises,
agreements or covenants between the parties other than those set
forth or provided for herein.
(b) Assignment. Except as specifically provided herein or
in the Plan, neither this Agreement nor any of the rights,
interests or obligations contained herein shall be assigned by
either of the parties hereto without the prior written consent
of the other party, and any attempted assignment without such
written consent shall be null and void and without legal effect.
Subject to the foregoing sentence, this Agreement shall be
binding upon and inure to the benefit of the respective parties
hereto and their permitted successors and assigns.
(c) Amendment or Modification. No term or provision of
this Agreement may be amended, modified or supplemented orally,
but only by an instrument in writing signed by the party against
which or whom the enforcement of the amendment, modification or
supplement is sought.
(d) Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same
instrument.
(e) Governing Law. This Agreement shall be governed by
the internal laws of the State of Wisconsin as to all matters,
including but not limited to matters of validity, construction,
effect, performance and remedies.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to
be duly executed, and the Optionee has executed this Agreement, all as of
the day and year first above written.
OSHKOSH TRUCK CORPORATION
By __________________________
Title
Attest: _____________________
The undersigned Optionee hereby accepts the Option granted
hereunder and designates ________________________ as the beneficiary to
whom the Option may be transferred in the event of my death. I understand
that the foregoing des ignation may be revoked by me in writing at any
time under Subsection 8.1 of the Plan and that if no designation is in
effect at the time of my death the Option shall be transferred to my
estate.
_____________________________
[Optionee]