Framework for Awards of Performance
Shares
The
following is the framework adopted by the Human Resources Committee
(the “Committee”) of the Board of Directors of Oshkosh
Corporation (the “Company”) for approving Awards of
Performance Shares under the Oshkosh Corporation 2009 Incentive
Stock and Awards Plan (the “Plan”) (capitalized terms
used but not defined herein are used as defined in the Plan):
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1.
Participants; Performance Shares . As to each specific Award
of Performance Shares, the Committee shall approve a list of
Participants who will receive the number of Performance Shares
listed opposite their names on such list.
2.
Award Calculation Schedule . The Committee will approve a
schedule as to each specific Award of Performance Shares that will
set forth different percentiles representing the extent to which
the Performance Goal applicable to the Award is achieved and a
corresponding percentage of Award shares earned at each percentile.
Each Performance Share represents the right to receive a number of
Shares equal to the decimal equivalent of the percentage of Award
shares earned as reflected on such schedule based upon to the
extent to which the Performance Goal is achieved as reflected on
such schedule, except that cash will be paid in lieu of any
fractional Share.
3.
Performance Goal . The Performance Goal applicable to the
Awards is total shareholder return, which is the annualized rate of
return reflecting stock price appreciation plus cash equivalent
distributions and reinvestment of dividends as and when paid and
the compounded effect of dividends paid on reinvested dividends
(“TSR”), for Shares, on the one hand, and for the group
of comparator companies reflected on a schedule to be approved by
the Committee as to each specific Award of Performance Shares (the
“Benchmark Companies”), on the other hand, for a
performance period of approximately three years to be designated by
the Committee as to each specific Award of Performance Shares (the
“Performance Period”), assuming that $100 was invested
in Shares and in the stock of each of the Benchmark Companies at
the beginning of the Performance Period.
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a. To determine TSR, the average of
the closing market prices for the Shares and the Benchmark
Companies, respectively, for the first ten trading days of the
Performance Period and the average of the closing market prices for
the Shares and the Benchmark Companies, respectively, for the last
ten trading days of the Performance Period will be used.
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b. The extent to which the
Performance Goal is achieved will be determined by computing TSR
for each of the Benchmark Companies, ordering the Benchmark
Companies from lowest to highest based upon their respective TSR
and determining how TSR for the Shares compares on a percentile
basis. For this purpose, TSR for the Shares will equal or exceed a
percentile only if it equals or exceeds the lowest TSR for a
Benchmark Company that falls at or above the percentile. How TSR
for the Shares compares on a percentile basis will then be applied
to the award calculation schedule that the Committee approved to
determine the number of Shares earned. Determinations will be made
in a manner acceptable to the Committee and certified in writing in
a manner that complies with Code Section 162(m). T
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