JLG Industries, Inc.
Executive Severance Plan
Participation Agreement
THIS AGREEMENT is by and between JLG Industries, Inc., a
Pennsylvania corporation having its principal office at
McConnellsburg, Pennsylvania (the “Company”), and Craig
E. Paylor, an individual residing at 422 West Dutch Corner Road,
McConnellsburg, PA 17233 (the “Executive”).
W I T N E S S E T H:
WHEREAS, the Executive currently participates in the JLG
Industries, Inc. Executive Severance Plan (the “Plan”),
as effective June 1, 1995, November 17, 1997, or February 16, 2000;
and
WHEREAS , the Company has determined that the Executive is
eligible to participate in the Plan, as amended and restated
effective October 15, 2006, and the Executive desires to waive his
right to any benefits under the earlier versions of the Plan and to
become a Participant in the Plan subject to the terms of this
Participation Agreement and the October 15, 2006, restatement of
the Plan; and
NOW, THEREFORE , in consideration of the mutual covenants
contained in the Plan document and in this Participation Agreement,
the Company and the Executive agree as follows:
1. The
Executive will be a Participant in the Plan as amended and restated
effective October 15, 2006.
2. The
Executive’s Applicable Percentage will be 100% and his
Applicable CIC Percentage will be 200%.
3. The
Executive’s Covered Compensation will be the sum of the
Executive’s base salary and annual cash bonus determined as
follows:
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(a) The
Executive’s base salary will equal the greater of
(i) the Executive’s base salary for the twelve-month
period ending immediately before he is Dismissed or (ii) the
Executive’s base salary for the twelve-month period ending
immediately before a Change in Control. For this purpose, base
salary will include salary that is (i) contributed, at the election
of the Executive, to a cafeteria plan or a cash or deferred
arrangement and not included in the Executive’s gross income
for federal income tax purposes by reason of section 125 or
402(e)(3) of the Code and (ii) deferred under the JLG
Industries, Inc. Executive Deferred Compensation Plan (or any
successor thereto).
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