OSHKOSH TRUCK CORPORATION
1994 LONG-TERM INCENTIVE COMPENSATION PLAN
SECTION 1. ESTABLISHMENT, PURPOSE AND EFFECTIVE DATE OF PLAN
1.1 Establishment. Oshkosh Truck Corporation, a Wisconsin corporation (the "Company"), hereby establishes
the "OSHKOSH TRUCK CORPORATION 1994 LONG-TERM COMPENSATION INCENTIVE
PLAN" (the "Plan") for key employees of the Company and its Subsidiaries. The Plan permits the grant of
Awards relating to Performance Share Units.
1.2 Purpose. The purpose of the Plan is to advance the interests of the Company and its Subsidiaries and
promote continuity of management by providing a means to attract and retain in the employ of the Company and
its Subsidiaries persons possessing outstanding management skills and competence who will contribute
substantially to the success of the Company. Such means are incentives to such persons to exert their maximum
efforts on behalf of the Company by rewarding them with additional compensation when the Company has
achieved significant financial objectives as provided for in the Plan. The Board believes that the Plan will promote
continuity of management and increase personal interest in the welfare of the Company by those who are
primarily responsible for developing and carrying out the long-range plans of the Company and securing its
continued growth and financial success.
1.3 Effective Date. The Plan shall become effective on March 29, 1994, subject to subsequent approval by the
holders of outstanding shares of common stock of the Company entitled to vote thereon at the next annual
meeting of the Company's shareholders.
SECTION 2. DEFINITIONS; CONSTRUCTION
2.1 Definitions. Whenever used herein, the following terms shall have the respective meanings set forth below:
(a) "Act" means the federal Securities Exchange Act of 1934, as amended.
(b) "Average Net Assets" means, for any fiscal year of the Company, the result obtained by (i) adding together
the Company's Net Assets as of the end of the fiscal year and the Com