EXHIBIT 10.11
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JLG INDUSTRIES, INC. EXECUTIVE DEFERRED
COMPENSATION PLAN
As Amended and Restated Effective August 1, 1997
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Section 1. Establishment and Purpose
1.1 Establishment. Effective October 1, 1996, the Company
established the Plan for the benefit of the Participants.
1.2 Purpose. The Plan is an unfunded plan maintained primarily for
the purpose of providing deferred compensation to a select group of management
and highly compensated employees. The Plan permits Participants to elect to
defer payment of part or all of their Compensation until their termination of
employment with the Company in accordance with the terms of the Plan.
Section 2. Participation by Eligible Executives
2.1 Election of Benefits. An Eligible Executive may become a
Participant in the Plan by electing to defer, until his termination of
employment with the Company, receipt of part or all of the Compensation to be
paid to him by the Company.
2.2 Advance Election. An election to defer the receipt of
Compensation, hereunder shall apply only to Compensation earned after the date
the Participant's election is filed with the Administrative Committee.
2.3 Election Filing Deadline. An election to defer Compensation,
other than Bonus Compensation, earned in a calendar year shall be filed with the
Administrative Committee before the calendar year begins, and an election to
defer Bonus Compensation earned in a Fiscal Year shall be filed with the
Administrative Committee on or before June 1 of the Fiscal Year with respect to
which the Bonus Compensation is earned. Notwithstanding the foregoing, (i) an
Eligible Executive may file the requisite election to defer Compensation earned
thereafter before the expiration of 30 days from the initial effective date of
the Plan, and (ii) a newly hired or otherwise newly eligible Eligible Executive
may file the requisite election to defer Compensation earned thereafter before
the expiration of 30 days from either (a) his initial date of employment, if the
Eligible Executive is a new hire, or (b) his initial date of eligibility, if the
Eligible Executive is newly eligible to participate in the Plan.
2.4 Irrevocable Election. Once filed, an election to defer
Compensation shall be irrevocable and shall remain in effect until the end of
the calendar year or Fiscal Year to which it pertains. Such election shall
automatically apply to each subsequent calendar year or Fiscal Year unless the
Participant, before the beginning of the calendar year or on or before June 1 of
the Fiscal Year, revokes his prior election. In that event, he may file a new
election with the Administrative Committee before the beginning of the calendar
year or on or before June 1 of the Fiscal Year in accordance with Sections 2.3
and 2.5 hereof. An Eligible Executive who does not elect to defer Compensation
in one calendar year or Fiscal Year may elect to defer Compensation in any
subsequent calendar year or Fiscal Year, provided he remains an Eligible
Executive, by electing to defer Compensation in accordance with this Section 2.
2.5 Form and Content of Election. An election to defer
Compensation hereunder shall be in writing, in a form acceptable to the
Administrative Committee, and shall specify the portion of the Participant's
Compensation to be deferred.
2.6 Form of Payment. A Participant electing to defer Compensation
hereunder also shall elect as to whether such deferred Compensation shall be
paid (a) in a single lump sum, or (b) in annual installments over a period,
elected by the Participant, not to exceed fifteen years. An election of form of
payment hereunder shall be in writing in a form acceptable to the
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Administrative Committee, and shall be effective as of the date the form is
filed with the Administrative Committee. The election on file with the
Administrative Committee on the date of the Participant's termination of
employment with the Company shall govern the payment of all amounts deferred
hereunder provided that the election has been in effect for more than one year
(365 days). If the election has not been in effect for more than one year (365
days), the entire amount deferred hereunder shall be paid in a single lump sum.
Section 3. Accounts
3.1 Accounts. The Company shall maintain for bookkeeping purposes
an Account in the name of each Participant. Each Account shall have a Deferred
Compensation Subaccount to which shall be credited amounts deferred under
Section 2 hereof, plus amounts as provided in Section 3.3 hereof. Each Account
also shall have a Company Contribution Subaccount to which shall be credited
amounts as provided in Sections 3.2 and 3.3 hereof.
3.2 Company Contributions. As of the last day of each calendar
year, the Administrative Committee shall credit an additional amount to the
Compensation that each Participant has deferred hereunder equal to the amount,
if any, that the Company would have contributed to the Savings Plan on behalf of
the Participant with respect to that year as a Matching Contribution (as defined
in Section 5.1 of the Savings Plan), if any, and a Profit-Sharing Contribution
(as defined in Section 5.2 of the Savings Plan), if any, had the Limitations not
applied to the Participant with respect to his participation in the Savings Plan
during that year; provided, however, that the Participant shall be credited with
the amount that the Company would have contributed to the Savings Plan on behalf
of the Participant with respect to the year as a Matching Contribution (as
defined in Section 5.1 of the Savings Plan) only to the extent that the amount
the Participant elected to defer for the year under Article 2 hereof is
equivalent to the amount that the Participant would have had to contribute to
the Savings Plan (had he not been prevented from doing so by the Limitations) to
receive the related Matching Contribution under the Savings Plan. All references
herein to Compensation that is deferred pursuant to the Plan shall be deemed to
include deferred Compensation plus any additional amounts credited pursuant to
this Section 3.2.
3.3 Investment Return.
(a) Rate of Return Indices. The Administrative Committee
shall select and maintain one or more rate of return indices as specified on
Exhibit A attached hereto as amended from time to time. Compensation deferred
hereunder shall be allocated to one or more of the rate of return indices and
shall be credited with the applicable investment return (or loss) that such
Compensation would have if it were invested in the specified index.
(b) Election of Rate of Return Indices.
(i) Each Participant shall specify in writing, at the
time he completes his election to participate under Section 2 hereof, and
in a form acceptable to the Administrative Committee, how any amounts to
be deferred hereunder in the future shall be allocated among the indices
specified on Exhibit A attached hereto.
(ii) The Administrative Committee may, in its
discretion and from time to time, permit a Participant to change any
election previously made with respect to the allocation of amounts to be
deferred hereunder in the future, subject to such conditions and such
limitations as the Administrative Committee may prescribe. Any such change
in election shall be in writing and in a form acceptable to the
Administrative Committee.
(iii) The Administrative Committee may, in its
discretion and from time to time, permit a Participant to elect to
reallocate amounts from one rate of return index to another, subject to
such conditions and such limitations as the Administrative Committee may
prescribe; provided that a Participant shall be permitted, at least once
per calendar month, to reallocate amounts previously allocated. Any such
reallocation election shall be in writing and in a form acceptable to the
Administrative Committee.
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(iv) The Administrative Committee may require that any
election under this Section 3.3 apply to the entire amount to which it
pertains (e.g., 100% of the Participant's future contributions) or to such
percentage or percentages of that amount as the Administrative Committee
may specify (e.g., increments of 5%).
(v) If a Participant fails to specify a rate of return
index with respect to Compensation deferred hereunder, the Participant
shall be presumed to have specified that his entire Account be allocated
to the index determined by the Administrative Committee to represent the
lowest risk of principal loss.
(c) Crediting of Investment Return. The balance credited to
the Participant's Account as of the last day of the prior month shall be
credited with the applicable investment return (or loss) as of the last day of
the month of crediting. All references herein to Compensation that is deferred
pursuant to the Plan shall be deemed to include such deferred Compensation plus
any investment return (or loss) credited pursuant to this Section 3.3.
3.4 Treatment Under SERP. Amounts credited to a Participant's
Company Contribution Subaccount, if any, pursuant to Section 3.2 hereof, and any
investment return (or loss) credited to such amounts pursuant to Section 3.3
hereof, shall be used to reduce monthly installments under the SERP pursuant to
Section 3.4(b) of the SERP. Amounts credited to a Participant's Deferred
Compensation Subaccount, if any, pursuant to Section 2 hereof, and any
investment return (or loss) credited to such amounts pursuant to Section 3.3
hereof, shall not be taken into account under Section 3.4(b) of the SERP.
3.5 Vesting of Accounts. Subject to the limitations of Section 5
hereof, balances credited to Participants' Accounts shall be nonforfeitable;
provided that, effective for individuals who become Participants on or after
August 1, 1997, amounts credited to such Participants' Company Contribution
Subaccounts pursuant to Section 3.2 hereof shall vest in accordance with the
following vesting schedule based on the Participants' Years of Service (as
defined in Section 2.1 of the Savings Plan):
Full Years of Service Percentage
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1 0%
2 25%
3 50%
4 100%
Section 4. Distributions
4.1 Payment. The amount credited to a Participant's Account
pursuant to Section 3 hereof shall be paid, or payments shall commence, as soon
as practicable following the Participant's termination of employment with the
Company. If the Participant elects to receive his deferred Compensation in
annual installments, the amount of the first installment shall be the value of
the deferred Compensation that is subject to such election on the date as of
which the installment is paid, multiplied by a fraction, the numerator of which
is one and the denominator of which is the total number of installments. The
amount of each remaining installment shall be the value of the unpaid deferred
Compensation that is subject to such election on the date as of which the
installment is paid, multiplied by a fraction, the numerator of which is one and
the denominator of which is the remaining number of installments to be paid.
4.2 Death of Participant.
(a) Amount of Death Benefit. Any amount credited to a
Participant's Account hereunder that is unpaid at the time of the Participant's
death shall be paid in a single lump sum to the Beneficiary designated by the
Participant.
(b) Payment of Death Benefits. A distribution pursuant to
this Section 4.2 shall be made to the Participant's Beneficiary within 90 days
after the Administrative Committee receives written notification of the
Participant's death, together with any additional information or documentation
that the Administrative Committee determines to be necessary or appropriate
before it makes the distribution.
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4.3 Hardship Distributions. At any time, upon the written
application of the Participant, the Administrative Committee may (i) reduce or
eliminate the Participant's future deferrals of Compensation hereunder, or (ii)
accelerate and pay in a lump sum to the Participant all or part of the balance
of the Compensation deferred hereunder, or both, if the Administrative Committee
finds, in its sole discretion, that the Participant has incurred or will incur a
severe financial hardship resulting from an accident or illness with respect to
the Participant, his spouse, or his dependent (as defined in section 152 of the
Code), or other event beyond the Participant's control. In such circumstances,
the Administrative Committee shall reduce or eliminate the future deferrals
and/or accelerate the payment only to the extent reasonably necessary to
eliminate or to avoid the severe financial hardship.
Section 5. Nature of Participant's Interest in Plan
5.1 No Right to Assets. Participation in the Plan does not create,
in favor of any Participant or Beneficiary, any right or lien in or against any
asset of the Company. Nothing contained in the Plan, and no action taken under
its provisions, will create or be construed to create a trust of any kind, or a
fiduciary relationship, between the Company and a Participant or any other
person. The Company's promise to pay benefits under the Plan will at all times
remain unfunded as to each Participant and Beneficiary, whose rights under the
Plan are limited to those of a general and unsecured creditor of the Company.
5.2 No Right to Transfer Interest. Rights to benefits payable
under the Plan are not subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, or encumbrance. However, the Administrative
Committee may permit a Participant or Beneficiary to enter into a revocable
arrangement to pay all or part of his benefits under the Plan to a revocable
grantor trust (a so-called "living trust"). In addition, the Administrative
Committee may recognize the right of an alternate payee named in a domestic
relations order to receive all or part of a Participant's benefits under the
Plan, but only if (a) the domestic relations order would be a "qualified
domestic relations order" within the meaning of section 414(p) of the Code (if
section 414(p) applied to the Plan), (b) the domestic relations order does not
attempt to give the alternate payee any right to any asset of the Company, (c)
the domestic relations order does not attempt to give the alternate payee any
right to receive payments under the Plan at a time or in an amount that the
Participant could not receive under the Plan, and (d) the amount of the
Participant's benefits under the Plan are reduced to reflect any payments made
or due the alternate payee.
5.3 No Employment Rights. No provisions of the Plan and no
action taken by the Company, the Board of Directors, the Compensation Committee,
or the Administrative Committee will give any person any right to be retained in
the employ of the Company, and the Company specifically reserves the right and
power to dismiss or discharge any Participant.
5.4 Withholding and Tax Liabilities. The amount of any
withholdings required to be made by any government or government agency will be
deducted from benefits paid under the Plan to the extent deemed necessary by the
Administrative Committee. In addition, the Participant or Beneficiary (as the
case may be) will bear the cost of any taxes not withheld on benefits provided
under the Plan, regardless of whether withholding is required.
Section 6. Administration, Interpretation, and Modification of Plan
6.1 Plan Administrator. The Administrative Committee will
administer the Plan.
6.2 Powers of Committee. The Administrative Committee's powers
include, but are not limited to, the power to adopt rules consistent with the
Plan; the power to decide all questions relating to the interpretation of the
terms and provisions of the Plan; the power to determine the number and nature
of the rate of return indices specified on Exhibit A attached hereto; the power
to compute the amount of benefits that shall be payable to any Participant or
Beneficiary in accordance with the provisions of the Plan, and in the event that
the Administrative Committee determines that excessive benefits have been paid
to any person, the Administrative Committee may suspend payment of future
benefits to such person or his Beneficiary or reduce the amount of such future
benefits until the excessive benefits and any interest thereon determined by
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the Committee have been recovered; and the power to resolve all other questions
arising under the Plan (including, without limitation, the power to remedy
possible ambiguities, inconsistencies, or omissions by a general rule or
particular decision). The Administrative Committee has discretionary authority
to exercise each of the foregoing powers.
6.3 Finality of Committee Determinations. Determinations by
the Administrative Committee and any interpretation, rule, or decision adopted
by the Administrative Committee under the Plan or in carrying out or
administering the Plan will be final and binding for all purposes and upon all
interested persons, their heirs, and their personal representatives.
6.4 Required Information. Any person eligible to receive
benefits hereunder shall furnish to the Administrative Committee any information
or proof requested by the Administrative Committee and reasonably required for
the proper administration of the Plan. Failure on the part of any person to
comply with any such request within a reasonable period of time shall be
sufficient grounds for delay in the payment of any benefits that may be due
under the Plan until such information or proof is received by the Administrative
Committee. If any person claiming benefits under the Plan makes a false
statement that is material to such person's claim for benefits, the
Administrative Committee may offset against future payments any amount paid to
such person to which such person was not entitled under the provisions of the
Plan.
6.5 Incapacity. If the Administrative Committee determines that
any person entitled to benefits under the Plan is unable to care for his affairs
because of illness or accident, any payment due (unless a duly qualified
guardian or other legal representative has been appointed) may be paid for the
benefit of such person to his spouse, parent, brother, sister, or other party
deemed by the Administrative Committee to have incurred expenses for such
person.
6.6 Amendment, Suspension, and Termination.
(a) Board of Directors. The Board of Directors has the right
by written resolution to amend, suspend, or terminate the Plan at any time;
provided that no such amendment, suspension, or termination of the Plan shall
divest any Participant of the balance credited to his Account as of the
effective date of such amendment, suspension, or termination, except to the
extent that an affected Participant consents in writing to the amendment,
suspension, or termination. Termination of the Plan shall not give rise to
accelerated vesting of any unvested portion of a Participant's Account.
(b) Administrative Committee. The Board of Directors
delegates to the Administrative Committee the right by written resolution to
amend the Plan for the limited purpose of amending Exhibit A of the Plan.
6.7 Power to Delegate Authority.
(a) Board of Directors. The Board of Directors may, in its
sole discretion, delegate to any person or persons all or part of its authority
and responsibility under the Plan, including, without limitation, the authority
to amend the Plan.
(b) Administrative Committee. The Administrative Committee
may, in its sole discretion, delegate to any person or persons all or part of
its authority and responsibility under the Plan.
6.8 Headings. The headings used in this document are for
convenience of reference only and may not be given any weight in interpreting
any provision of the Plan.
6.9 Severability. If any provision of the Plan is held illegal or
invalid for any reason, the illegality or invalidity of that provision will not
affect the remaining provisions of the Plan, and the Plan will be construed and
enforced as if the illegal or invalid provision had never been included in the
Plan.
6.10 Governing Law. The Plan will be construed, administered, and
regulated in accordance with the laws of the Commonwealth of Pennsylvania,
except to the extent that those laws are preempted by federal law.
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6.11 Complete Statement of Plan. This Plan contains a complete
statement of its terms. The Plan may be amended, suspended, or terminated only
in writing and then only as provided in Section 6.6. A Participant's right to
any benefit of a type provided under the Plan will be determined solely in
accordance with the terms of the Plan. No other evidence, whether written or
oral, will be taken into account in interpreting the provisions of the Plan.
Section 7. Definitions
7.1 Gender and Number. In order to shorten and to improve the
understandability of the Plan document by eliminating the repeated usage of such
phrases as "his or her" and "Executive or Executives," any masculine terminology
herein shall also include the feminine and neuter, and the definition of any
term herein in the singular shall also include the plural, except when otherwise
indicated by the context.
7.2 Definitions. The following words and phrases as used in the
Plan have the following meanings:
"Account" means the bookkeeping account established for each
Participant under Section 3.1 hereof. Each Account shall include a
Deferred Compensation Subaccount and a Company Contribution Subaccount.
"Administrative Committee" means the Administrative Committee
appointed to administer the Savings Plan. However, following a Change in
Control, "Administrative Committee" means the trustee under the grantor
trust maintained by the Company in connection with the Plan.
"Associate" has the meaning assigned to that term for purposes of
Rule 12b-2 of the General Rules and Regulations under the Securities
Exchange Act.
"Beneficial Owner" means the following: a Person is deemed to be the
"Beneficial Owner" of, to "Beneficially Own," and to have "Beneficial
Ownership" of, any securities:
(1) which such Person or any of such Person's Securities Law
or Associates beneficially owns, directly or indirectly;
(2) which such Person or any of such Person's Securities Law
or Associates has (A) the right or obligation to acquire (whether
such right or obligation is exercisable or effective immediately or
only after the passage of time) pursuant to any agreement,
arrangement, or understanding (whether or not in writing) or upon
the exercise of conversion rights, exchange rights, rights, warrants
or options, or otherwise; provided that a Person shall not be deemed
the "Beneficial Owner" of, or to "Beneficially Own," or to have
"Beneficial Ownership" of, securities tendered pursuant to a tender
or exchange offer made by such Person or any of such Person's
Securities Law or Associates until such tendered securities are
accepted for purchase or exchange; or (B) the right to vote pursuant
to any agreement, arrangement, or understanding (whether or not in
writing); provided that a Person shall not be deemed the "Beneficial
Owner" of, or to "Beneficially Own," or to have "Beneficial
Ownership" of, any security under this clause (B) if the agreement,
arrangement, or understanding to vote such security (i) arises
solely from a revocable proxy given in response to a public proxy or
consent solicitation made pursuant to, and in accordance with, the
applicable rules and regulations of the Securities Exchange Act, and
(ii) is not also then reported by such Person on Schedule 13D under
the Securities Exchange Act (or any comparable or successor report);
or
(3) which are beneficially owned, directly or indirectly, by
any other Person (or any Securities Law or Associate thereof) with
which such Person or any of such Person's Securities Law or
Associates has any agreement, arrangement, or understanding (whether
or not in writing) or with which such Person or any of such Person's
Securities Law have otherwise formed a group for the purpose of
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acquiring, holding, voting (except pursuant to a revocable proxy as
described in clause (B)(i) of paragraph (2), above), or disposing of
any securities of the Company.
"Beneficiary" means the person designated by a Participant to
receive benefits under the Plan after the Participant's death. Such a
designation shall be in writing in a form acceptable to the Administrative
Committee, and shall be effective as of the date the form is filed with
the Administrative Committee. If a Participant dies before receiving the
entire amount due to him under the Plan, and he has failed to designate a
Beneficiary or his designated Beneficiary fails to survive him, his
Beneficiary will be the person to whom he is married at the time of his
death, or if he is not married at that time, his Beneficiary will be the
executor of his will or the administrator of his estate. A Participant may
revoke a prior designation of a Beneficiary at any time before the
Participant's death by filing a new form with the Administrative
Committee.
"Board of Directors" means the Board of Directors of the Company.
"Bonus Compensation" means cash compensation received under the JLG
Industries, Inc. Management Incentive Plan.
"Change in Control" means the first to occur of the following
events:
(1) an acquisition (other than directly from the Company) of
securities of the Company by any Person, immediately after which
such Person, together with all Securities Law and Associates of such
Person, becomes the Beneficial Owner of securities of the Company
representing 25 percent or more of the Voting Power; provided that,
in determining whether a Change in Control has occurred, the
acquisition of securities of the Company in a Non-Control
Acquisition will not constitute an acquisition that would cause a
Change in Control; or
(2) three or more directors, whose election or nomination for
election is not approved by a majority of the members of the
Incumbent Board then serving as members of the Board of Directors,
are elected within any single 12-month period to serve on the Board
of Directors; provided that an individual whose election or
nomination for election is approved as a result of either an actual
or threatened Election Contest or Proxy Contest, including by reason
of any agreement intended to avoid or settle any Election Contest or
Proxy Contest, will be deemed not to have been approved by a
majority of the Incumbent Board for purposes of this definition; or
(3) members of the Incumbent Board cease for any reason to
constitute at least a majority of the Board of Directors; or
(4) approval by shareholders of the Company of:
(A) a merger, consolidation, or reorganization involving
the Company, unless
(i) the shareholders of the Company, immediately
before the merger, consolidation, or reorganization,
own, directly or indirectly immediately following such
merger, consolidation, or reorganization, at least 75
percent of the combined voting power of the outstanding
voting securities of the corporation resulting from such
merger, consolidation, or reorganization in
substantially the same proportion as their ownership of
the voting securities immediately before such merger,
consolidation, or reorganization;
(ii) individuals who were members of the Incumbent
Board immediately prior to the execution of the
agreement providing for such merger, consolidation, or
reorganization constitute at least a majority of the
board of directors of the Surviving Corporation; and
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(iii) no Person (other than (1) the Company or any
Subsidiary thereof, (2) any employee benefit plan (or
any trust forming a part thereof) maintained by the
Company, any Subsidiary thereof, or the Surviving
Corporation, or (3) any Person who, immediately prior to
such merger, consolidation, or reorganization, had
Beneficial Ownership of securities representing 25
percent or more of the Voting Power) has Beneficial
Ownership of securities representing 25 percent or more
of the combined voting power of the Surviving
Corporation's then outstanding voting securities;
(B) a complete liquidation or dissolution of the
Company; or
(C) an agreement for the sale or other disposition of
all or substantially all of the assets of the Company to any
Person (other than a transfer to a Subsidiary of the Company).
"Code" means the Internal Revenue Code of 1986, as amended from time
to time.
"Company" means JLG Industries, Inc., and any successor to JLG
Industries, Inc. Employment with the Company includes employment with any
corporation, partnership, or other organization required to be aggregated
with the Company under sections 414(b) and (c) of the Code.
"Company Contribution Subaccount" means the subaccount within the
Participant's Account to which Company Contributions are credited as
described in Section 3.1 hereof.
"Compensation" means the base salary that Eligible Executives may
elect to defer under the Plan and includes Bonus Compensation.
"Compensation Committee" means the Compensation Committee of the
Board of Directors.
"Deferred Compensation Subaccount" means the subaccount within the
Participant's Account to which amounts deferred under Section 2 are
credited as described in Section 3.1 hereof.
"Effective Date" means October 1, 1996.
"Election Contest" means an election contest described in Rule
14a-11 promulgated under the Securities Exchange Act.
"Eligible Executive" means an employee of the Company who is an
officer of the Company or who holds any other key position designated by
the Compensation Committee in its sole discretion; provided that, on and
after a Change in Control, each employee of the Company who was an
Eligible Executive immediately before the Change in Control shall remain
an Eligible Executive as long as the employee is employed by the Company.
"Fiscal Year" means the twelve-month period beginning August 1st and
ending on the subsequent July 31st.
"Incumbent Board" means individuals who, as of the close of business
on the Effective Date, are members of the Board of Directors; provided
that, if the election, or nomination for election by the Company's
shareholders, of any new director was approved by a vote of at least 75
percent of the Incumbent Board, such new director shall, for purposes of
the Plan, be considered as a member of the Incumbent Board; provided
further that no individual shall be considered a member of the Incumbent
Board if such individual initially assumed office as a result of either an
actual or threatened Election Contest or other actual or threatened Proxy
Contest, including by reason of any agreement intended to avoid or settle
any Election Contest or Proxy Contest.
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"Limitations" means
(a) the limitations on contributions to defined contribution plans
under sections 401(k), 401(m), 402(g), and 415(c) of the Code;
and
(b) the limitations imposed by sections 401(a)(4), 401(a)(17), and
415(e) of the Code and by any other provision of the Code to
the extent that such provision limits the amount of Pretax
Contributions, Matching Contributions, and Profit-Sharing
Contributions that otherwise would be made to the Savings
Plan.
"Non-Control Acquisition" means an acquisition by (1) an employee
benefit plan (or a trust forming a part thereof) maintained by (A) the
Company or (B) any of its Subsidiaries, (2) the Company or any of its
Subsidiaries, or (3) any Person in connection with a Non-Control
Transaction.
"Non-Control Transaction" means any transaction described in clauses
(4)(A)(i) through (iii) of the definition of "Change in Control."
"Participant" means an Eligible Executive who becomes a participant
in the Plan in accordance with Section 2.1 hereof and who has not been
paid all Compensation deferred by the Participant under the Plan.
"Person" means any individual, firm, corporation, partnership, joint
venture, association, trust, or other entity.
"Plan" means the "JLG Industries, Inc. Executive Deferred
Compensation Plan" as set forth herein and as amended from time to time.
"Proxy Contest" means a solicitation of proxies or consents by or on
behalf of a Person other than the Board of Directors.
"Savings Plan" means the JLG Industries, Inc. Employees' Retirement
Savings Plan effective as of January 1, 1995, and as amended from time to
time.
"Securities Exchange Act" means the Securities Exchange Act of 1934,
as amended and in effect from time to time.
"Securities Law Affiliate" means an "affiliate" as defined for
purposes of Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act.
"SERP" means the JLG Industries, Inc. Supplemental Executive
Retirement Plan effective as of June 1, 1995, and as amended from time to
time.
"Subsidiary" of any Person means any corporation or other entity of
which at least 80 percent (or such lesser percentage as the Administrative
Committee may determine) of the voting power of the voting equity
securities or voting interest therein is owned, directly or indirectly, by
such Person.
"Surviving Corporation" means a corporation resulting from a merger,
consolidation, or reorganization described in paragraph (4)(A)(i) of the
definition of "Change in Control."
"Voting Power" means the voting power of all securities of the
Company then outstanding generally entitled to vote for the election of
directors of the Company.
JLG INDUSTRIES, INC.
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ATTEST: BY:
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TITLE: TITLE:
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