a.        “Affiliate” shall mean any subsidiary or other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with Oshkosh Truck Corporation, whether now existing or hereafter formed or acquired, by which Executive has been, is now or is hereafter employed. For purposes hereof, “control” means the power to vote or direct the voting of sufficient securities or other interests to elect one-third of the directors or managers or to control the management of such subsidiary or other entity.

    b.        “Company Employment” means the time (including time prior to the date hereof) during which Executive is employed by any entity comprised within the definition of “Company”, regardless of any change in the entity actually employing Executive.

    c.        “Competitive Business” means any corporation, partnership, association, or other person or entity, including but not limited to Executive, (i) which competes directly, or is planning to compete directly and Executive is on notice of that fact, with the Company with respect to the design, development, manufacture, remanufacture, assembly, marketing, sales, or service of any specialty trucks, truck bodies or concrete batch plants for defense, fire, emergency, homeland security, wrecker, vehicle recovery, concrete placement or refuse hauling applications, aerial work platforms, telehandlers and scissor lifts, or any other business of the Company that at any time within eighteen (18) months prior to termination of Executive’s Company Employment was either: (A) within Executive’s management, operational, marketing, purchasing or sales responsibility, including the responsibility of personnel reporting directly to Executive, or (B) a business about which Executive received any Confidential Information or Trade Secrets, and (ii) which engages or plans to engage in such competition in any country of the World in which the Company sold or distributed, or actively attempted to sell or to distribute, such products within eighteen (18) months prior to termination of Executive’s Company Employment.

    d.        “Confidential Information” means information related to the Company’s business, not generally known in the trade or industry, which Executive learns or creates during the period of Executive’s Company Employment, which may include but is not limited to product specifications, manufacturing procedures, methods, equipment, compositions, technology, formulas, know-how, research and development programs, sales methods, customer lists, customer usages and requirements, computer programs and other confidential technical or business information and data. Confidential Information shall not include any information which is (i) readily available to the general public from a source other than Executive, (ii) released in writing by the Company to the general public or (iii) obtained by Executive, other than in his capacity as an officer or employee of the Company and without using any information or contacts that he first acquired in his capacity as an officer or employee of the Company, from a third party not under a similar obligation of confidentiality to the Company.

    e.        “Goodwill” means any tendency of customers, distributors, representatives, employees, or federal, state, local or foreign governmental entities to continue or renew any valuable business relationship with the Company or any Competitive Business with which Executive may be associated, based in whole or in part on past successful relationships with the Company or the lawful efforts of the Company to foster such relationships, and in which Executive, or any personnel reporting directly to Executive, actively participated at any time within eighteen (18) months prior to termination of Executive’s Company Employment.

    f.        “Inventions” means designs, discoveries, improvements and ideas, whether or not patentable, including, without limitation upon the generality of the foregoing, novel or improved products, processes, machines, promotional and advertising materials, business data processing programs and systems, and other manufacturing and sales techniques, which either (i) relate to (A) the business of the Company or (B) the Company’s actual or demonstrably anticipated research or development, or (ii) result from any work performed by Executive for the Company.

    g.        “Trade Secret(s)” means information, including a formula, pattern, compilation, program, device, method, technique or process, that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and that is the subject of efforts to maintain its secrecy that are reasonable under the circumstances. Trade Secret(s) shall not include any information which is (i) readily available to the general public from a source other than Executive, (ii) released in writing by the Company to the general public or (iii) obtained by Executive, other than in his capacity as an officer or employee of the Company and without using any information or contacts that he first acquired in his capacity as an officer or employee of the Company, from a third party not under a similar obligation of confidentiality to the Company.