2009 Incentive Stock and Awards Plan Stock Appreciation Rights Award

OSHKOSH CORPORATION
(a Wisconsin corporation)

2009 Incentive Stock and Awards Plan
Stock Appreciation Rights Award

«Name»
«Street»
«City»
«Country»

Oshkosh Corporation (the “Company”) and you hereby agree as follows:

You have been granted Stock Appreciation Rights relating to shares of Common Stock of the Company under the Oshkosh Corporation 2009 Incentive Stock and Awards Plan (the “Plan”) with the following terms and conditions:

Expiration Date:   Three years, unless terminated earlier as described in the Plan.

Vesting Schedule:   Vests in full on the third anniversary of Grant Date.

                Your Stock Appreciation Rights will become fully vested if you terminate employment as a result of death or Disability. You will forfeit Stock Appreciation Rights when you terminate employment for any other reason.

Settlement: As soon as practicable following the third anniversary of the Grant Date or, if earlier, the date on which your Stock Appreciation Rights become fully vested upon termination of employment as a result of death or Disability (the “Settlement Date&