2004 INCENTIVE STOCK AND AWARDS PLAN
(as amended through September ~, 2008)
1. Purposes, History and Effective Date.
(a) Purpose. The Oshkosh Corporation 2004 Incentive Stock and Awards Plan has two complementary purposes: (i) to
attract and retain outstanding individuals to serve as officers, directors, employees and consultants and (ii) to increase
shareholder value. The Plan will provide participants incentives to increase shareholder value by offering the opportunity to
acquire shares of the Company’s common stock, receive monetary payments based on the value of such common stock, or
receive other incentive compensation, on the potentially favorable terms that this Plan provides.
(b) History. Prior to the effective date of this Plan, the Company had in effect the 1990 Plan, which was originally effective
April 9, 1990. Upon shareholder approval of this Plan, the 1990 Plan will terminate and no new awards will be granted under the
1990 Plan, although awards granted under such plan and still outstanding will continue to be subject to all terms and conditions
of such plan.
(c) Effective Date. This Plan will become effective, and Awards may be granted under this Plan, on and after the Effective
Date. This Plan will terminate as provided in Section 13.
2. Definitions. Capitalized terms used in this Plan have the following meanings:
(a) “1990 Plan” means the Oshkosh Corporation 1990 Incentive Stock Plan, as amended.
(b) “Affiliate” has the meaning ascribed to such term in Rule 12b-2 promulgated under the Exchange Act or any successor
rule or regulation thereto.
(c) “Award” means a grant of Options, Stock Appreciation Rights, Performance Shares, Performance Units, Restricted
Stock or an Incentive Award. Any Award granted under this Plan shall be provided or made in such manner and at such time as
complies with the applicable requirements of Code Section 409A to avoid a plan f