Section 1.

Introduction

1 

         1.1.

Establishment and History

1 

         1.2.

Effective Date

1 

         1.3.

Purpose

1 

Section 2.

Definitions and Construction

2 

         2.1.

Definitions

2 

         2.2.

Gender and Number

7 

Section 3.

Participation by Eligible Executives

8 

         3.1.

Generally

8 

         3.2.

Participation Agreement Required

8 

Section 4.

Severance Benefits

9 

         4.1.

Basic Benefit

9 

         4.2.

Gross-Up Payment

9 

         4.3.

Medical and Life Insurance Benefits

12 

         4.4.

SERP Benefit

12 

         4.5.

SERP Rabbi Trust

14 

         4.6.

Cash Bonus Award

14 

         4.7.

Legal Expenses After a Change in Control

15 

         4.8.

Dismissal

15 

         4.9.

Application of Section 409A of the Code

17 

Section 5.

Covenants

18 

         5.1.

Generally

18 

         5.2.

Noncompetition

18 

         5.3.

Interference with Business Relations

19 

         5.4.

Return of Property; Intellectual Property Rights

19 

         5.5.

Proprietary and Confidential Information

20 

Section 6.

Release

21 

         6.1.

Generally

21 

         6.2.

Time Limit for Providing Release

21 

Section 7.

Nature of Participant’s Interest in the Plan

22 

         7.1.

No Right to Assets

22 

         7.2.

No Right to Transfer Interest

22 

         7.3.

No Employment Rights

22 

         7.4.

Withholding and Tax Liabilities

22 

JLG Industries, Inc.

Table of Contents 

Executive Severance Plan

October 15, 2006 

Section 8.

Administration, Interpretation, and Modification of Plan

23 

         8.1.

Plan Administrator

23 

         8.2.

Powers of the Administrator

23 

         8.3.

Finality of Committee Determinations

23 

         8.4.

Incapacity

23 

         8.5.

Amendment, Suspension, and Termination

23 

         8.6.

Power to Delegate Authority

23 

         8.7.

Headings

23 

         8.8.

Severability

24 

         8.9.

Governing Law

24 

         8.10.

Complete Statement of Plan

24 

Exhibit A--

Draft Release

A-1 

JLG Industries, Inc.

Table of Contents 

Executive Severance Plan

October 15, 2006 

1.1.

Establishment and History .

The Company first established the Plan for eligible executives on June 1, 1995. The Plan was originally intended to replace the severance benefits that participants had under certain individual agreements (customarily denominated a “Deferred Compensation Benefit Agreement”) with the Company that provided for unfunded deferred compensation benefits and certain other benefits. Since the Plan was first adopted on June 1, 1995, it has been amended and restated several times.

1.2.

Effective Date .

(a)

This restatement of the Plan is effective October 15, 2006; provided, however, that any provision in this restatement intended to satisfy the requirements of Section 409A of the Code is effective January 1, 2005. Any individual who first becomes eligible to participate in the Plan on or after October 15, 2006, will participate in the Plan subject to the terms set forth in this restatement and the individual’s Participation Agreement.

(b)

Any individual who participated in the Plan before October 15, 2006, will participate in the Plan subject to the terms set forth in this restatement and the individual’s Participation Agreement (and not subject to the terms of any earlier restatement or participation agreement) if the individual executes a new Participation Agreement in accordance with Section 3.2.

(c)

Any individual who participated in the Plan before October 15, 2006, and who fails to execute a new Participation Agreement in accordance with Section 3.2 will continue to participate in the Plan subject to the terms set forth in the applicable earlier restatement of the Plan and his Participation Agreement (and not subject to the terms of this restatement other than the terms of this restatement that bring the earlier restatement of the Plan into compliance with Section 409A of the Code).

1.3.

Purpose .

The Plan is an unfunded welfare plan maintained primarily for the purpose of providing severance pay benefits to a select group of management and highly compensated employees. The Plan is intended to avoid the adverse tax consequences of Section 409A of the Code.

JLG Industries, Inc.

Page 1 

Executive Severance Plan

October 15, 2006 

2.1.

Definitions .

When used in capitalized form in the Plan, the following words and phrases have the following meanings, unless the context clearly indicates that a different meaning is intended:

(a)

“ Accounting Firm ” has the meaning provided in Section 4.2(c)(1).

(b)

“ Administrative Committee ” means the Administrative Committee appointed to administer the JLG Industries, Inc. Employees’ Retirement Savings Plan. However, following a Change in Control, “Administrative Committee” means the trustee under the grantor trust maintained by the Company in connection with the Plan.

(c)

“ Applicable Percentage ” and “ Applicable CIC Percentage ” are the percentages specified by the Compensation Committee with respect to the Participant that are reflected in the Participant’s Participation Agreement.

(d)

“ Associate ” has the meaning assigned to that term for purposes of Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act.

(e)

“ Beneficial Owner ” means the following: a Person is deemed to be the “Beneficial Owner” of, to “Beneficially Own,” and to have “Beneficial Ownership” of, any securities that:

(1)

such Person or any of such Person’s Securities Law Affiliates or Associates beneficially owns, directly or indirectly;

(2)

such Person or any of such Person’s Securities Law Affiliates or Associates has (A) the right or obligation to acquire (whether such right or obligation is exercisable or effective immediately or only after the passage of time) pursuant to any agreement, arrangement, or understanding (whether or not in writing) or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided that a Person will not be deemed the “Beneficial Owner” of, or to “Beneficially Own,” or to have “Beneficial Ownership” of, securities tendered pursuant to a tender or exchange offer made by such Person or any of such Person’s Securities Law Affiliates or Associates until such tendered securities are accepted for purchase or exchange; or (B) the right to vote pursuant to any agreement, arrangement, or understanding (whether or not in writing); provided that a Person will not be deemed the “Beneficial Owner” of, or to “Beneficially Own,” or to have “Beneficial Ownership” of, any security under this clause (B) if the agreement, arrangement, or understanding to vote such security (i) arises solely from a revocable proxy given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations of the Securities Exchange Act, and (ii) is not also then reported by such Person on Schedule 13D under the Securities Exchange Act (or any comparable or successor report); or

JLG Industries, Inc.

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Executive Severance Plan

October 15, 2006 

(3)

are beneficially owned, directly or indirectly, by any other Person (or any Securities Law Affiliate or Associate thereof) with which such Person or any of such Person’s Securities Law Affiliates or Associates has any agreement, arrangement, or understanding (whether or not in writing) or with which such Person or any of such Person’s Securities Law Affiliates or Associates have otherwise formed a group for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in clause (B)(i) of paragraph (2), above), or disposing of any securities of the Company.

(f)

“ Beneficiary ” means the person designated in writing by a Participant to receive all or a portion of his Severance Benefits under the Plan after he dies. If a Participant fails to designate a Beneficiary or his designated Beneficiary fails to survive him, his Beneficiary will be the person to whom he is married at the time of his death, or if he is not married at that time, his Beneficiary will be his estate. A Participant may revoke in writing a prior designation of a Beneficiary at any time before the Participant dies.

(g)

“ Board of Directors ” means the Board of Directors of the Company.

(h)

“Cause” means, as determined by the Administrative Committee, disloyalty, mismanagement, abdication of job responsibility, or commission of a felony, any one of which results in significant injury to the business of the Company.

(i)

“ Change in Control ”means the first to occur of the following events—

(1)

an acquisition (other than directly from the Company) of securities of the Company by any Person, immediately after which such Person, together with all Securities Law Affiliates and Associates of such Person, becomes the Beneficial Owner of securities of the Company representing 25 percent or more of the Voting Power; provided that, in determining whether a Change in Control has occurred, the acquisition of securities of the Company in a Non-Control Acquisition will not constitute an acquisition that would cause a Change in Control; or

(2)

three or more directors, whose election or nomination for election is not approved by a majority of the members of the Incumbent Board then serving as members of the Board of Directors, are elected within any single 12-month period to serve on the Board of Directors; provided that an individual whose election or nomination for election is approved as a result of either an actual or threatened Election Contest or Proxy Contest, including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, will be deemed not to have been approved by a majority of the Incumbent Board for purposes of this definition; or

JLG Industries, Inc.

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Executive Severance Plan

October 15, 2006 

(3)

members of the Incumbent Board cease for any reason to constitute at least a majority of the Board of Directors; or

(4)

approval by shareholders of the Company of:

(A)

a merger, consolidation, or reorganization involving the Company, unless

(i)

the shareholders of the Company, immediately before the merger, consolidation, or reorganization, own, directly or indirectly immediately following such merger, consolidation, or reorganization, at least 75 percent of the combined voting power of the outstanding voting securities of the corporation resulting from such merger, consolidation, or reorganization in substantially the same proportion as their ownership of the voting securities immediately before such merger, consolidation, or reorganization;

(ii)

individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation, or reorganization constitute at least a majority of the board of the directors of the Surviving Corporation; and

(iii)

no Person (other than (1) the Company or any Subsidiary thereof, (2) any employee benefit plan (or any trust forming a part thereof) maintained by the Company, any Subsidiary thereof, or the Surviving Corporation, or (3) any person who, immediately prior to such merger, consolidation, or reorganization, had Beneficial Ownership of securities representing 25 percent or more of the Voting Power) has Beneficial Ownership of securities representing 25 percent or more of the combined voting power of the Surviving Corporation’s then outstanding voting securities;

(B)

a complete liquidation or dissolution of the Company; or

(C)

an agreement for the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a Subsidiary of the Company).

(j)

“ Code ” means the Internal Revenue Code of 1986, as amended and in effect from time to time.

(k)

“ Company ” means JLG Industries, Inc., and any successor to JLG Industries, Inc. Employment with the Company includes employment with any corporation, partnership, or other organization required to be aggregated with the Company under sections 414(b) and (c) of the Code.

JLG Industries, Inc.

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Executive Severance Plan

October 15, 2006 

(l)

“ Company Payments ” has the meaning provided in Section 4.2(a).

(m)

“ Compensation Committee ” means the Compensation Committee of the Board of Directors.

(n)

“Covered Compensation” is the compensation specified by the Compensation Committee with respect to the Participant that is reflected in the Participant’s Participation Agreement.

(o)

“ Dismissed ” has the meaning provided in Section 4.8.

(p)

“ Effective Date ” means October 15, 2006 except that the Effective Date for any provision in this restatement intended to satisfy the requirements of Section 409A of the Code is January 1, 2005.

(q)

“ Election Contest ” means an election contest described in Rule 14a-11 promulgated under the Securities Exchange Act.

(r)

“ Eligible Executive ” means an employee of the Company who (1) was covered by an agreement under a restatement of the Plan that was in effect prior to the Effective Date or (2) is an officer of the Company or holds any other key position designated by the Compensation Committee in its sole discretion as eligible to participate in the Plan.

(s)

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended and in effect from time to time.

(t)

“ Excise Tax ” means the excise tax imposed under section 4999 of the Code as described in Section 4.2(a).

(u)

“ Executive Trust ” means the JLG Industries, Inc. Executive Trust.

(v)

“ Good Reason ” has the meaning provided in Section 4.8(c).

(w)

“ Gross-Up Payment ” has the meaning provided in Section 4.2.

(x)

“ Incumbent Board ” means individuals who, as of the close of business on the Effective Date, are members of the Board of Directors; provided that, if the election, or nomination for election by the Company’s shareholders, of any new director was approved by a vote of at least 75 percent of the Incumbent Board, such new director will, for purposes of the Plan, be considered as a member of the Incumbent Board; provided further that no individual will be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened Election Contest or other actual or threatened Proxy Contest, including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest.

(y)

“ MIP ” means the JLG Industries, Inc. Annual Management Incentive Plan.

JLG Industries, Inc.

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Executive Severance Plan

October 15, 2006 

(z)

“ Non-Control Acquisition ” means an acquisition by (1) an employee benefit plan (or a trust forming a part thereof) maintained by (A) the Company or (B) any of its Subsidiaries, (2) the Company or any of its Subsidiaries, or (3) any Person in connection with a Non-Control Transaction.

(aa)

“ Non-Control Transaction ” means any transaction described in clauses 4(A)(i) through (iii) of the definition of Change in Control.”

(bb)

“ Participant ” means a member of a select group of management or highly compensated employees of the Company who has become a participant in the Plan under Section 2.

(cc)

“ Participation Agreement ” has the meaning provided in Section 3.2.

(dd)

“ Person ” means any individual, firm, corporation, partnership, joint venture, association, trust, or other entity.

(ee)

“ Plan ” means the JLG Industries, Inc. Executive Severance Plan as amended and restated effective October 15, 2006, and set forth in this document.

(ff)

“ Proxy Contest ” means a solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors.

(gg)

“ Section ” means a section of this Plan and any subsections of that section.

(hh)

“ Securities Exchange Act ” means the Securities Exchange Act of 1934, as amended and in effect from time to time.

(ii)

“ Securities Law Affiliate ” means an “affiliate” as defined for purposes of Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act.

(jj)

“ SERP ” means JLG Industries, Inc. Supplemental Executive Retirement Plan.

(kk)

“ Severance Benefit” has the meaning provided in Section 4.1.

(ll)

“ Subsidiary ” of any Person means any corporation or other entity of which at least 80 percent (or such lesser percentage as the Administrative Committee may determine) of the voting power of the voting equity securities or voting interest therein is owned, directly or indirectly, by such Person.

(mm)

“ Surviving Corporation ” means a corporation resulting from a merger, consolidation, or reorganization described in paragraph (4)(A)(i) of the definition of “Change in Control.”

(nn)

“ Voting Power ” means the voting power of all securities of the Company then outstanding generally entitled to vote for the election of directors of the Company.

JLG Industries, Inc.

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Executive Severance Plan

October 15, 2006 

2.2.

Gender and Number .

Words used in the masculine gender in the Plan are intended to include the feminine and neuter genders, where appropriate. Words used in the singular form in the Plan are intended to include the plural form, where appropriate, and vice versa.

JLG Industries, Inc.

Page 7 

Executive Severance Plan

October 15, 2006 

3.1.

Generally .

(a)

An Eligible Executive who has an agreement in effect on the Effective Date under a prior restatement of the Plan is eligible to receive a benefit subject to the terms of this October 15, 2006 restatement if he properly executes a Participation Agreement in accordance with Section 3.2.

(b)

If an Eligible Executive is not covered by an agreement under a prior restatement of the Plan on the Effective Date, the Eligible Executive will not become a Participant in the Plan unless the Compensation Committee designates him as eligible to participate in the Plan and he properly executes a Participation Agreement in accordance with Section 3.2.

3.2.

Participation Agreement Required .

(a)

No employee will be eligible to receive a benefit under this restatement of the Plan unless he and the Company execute a Participation Agreement evidencing his participation in the October 15, 2006 Plan restatement. The executed Participation Agreement will constitute an agreement between the Company and the employee that binds both of them to the terms of the Plan and will bind their heirs, executors, administrators, successors, and assigns, both present and future.

(b)

In the case of an employee who is eligible to participate in this restatement of the Plan pursuant to Section 3.1(a), the executed Participation Agreement will constitute the employee’s written agreement to waive all rights he may have under any earlier restatement of the Plan.

JLG Industries, Inc.

Page 8 

Executive Severance Plan

October 15, 2006 

4.1.

Basic Benefit .

(a)

Amount . Subject to the timely execution of a release as provided in Section 6, a Participant who is Dismissed is entitled to a Severance Benefit, determined as follows—

(1)

Before a Change in Control . If a Participant is Dismissed before a Change in Control occurs, the Participant’s Severance Benefit will equal—

(A)

the Participant’s Applicable Percentage, times

(B)

the Participant’s Covered Compensation.

(2)

On or Following a Change in Control . Subject to Section 4.2(b), if the Participant is Dismissed six months before or two years after a Change in Control, the Participant’s Severance Benefit will equal—

(A)

the Participant’s Applicable CIC Percentage, times

(B)

the Participant’s Covered Compensation.

(b)

Time and Form of Payment . Except as provided in Section 4.9, the Severance Benefit will be paid in the form of a lump sum on the 60th day following the date the Participant is Dismissed, provided that the requirements of Section 6 are satisfied.

(c)

Death Benefit . If the Participant dies after being Dismissed but before receiving his Severance Benefit, his Severance Benefit will be paid to his Beneficiary.

4.2.

Gross-Up Payment .

(a)

Eligibility . Except as provided in Section 4.2(b) and subject to the timely execution of a release as provided in Section 6, a Participant is eligible to receive a Gross-Up Payment if the Participant—

(1)

is Dismissed in connection with a Change in Control; and

(2)

receives payments or benefits contingent on the Change in Control from any Company-sponsored plan, program or arrangement (“Company Payments”) that are “excess parachute payments” within the meaning of section 280G(b)(1) of the Code and are subject to the excise tax imposed by section 4999 of the Code (the “Excise Tax”).

(b)

Notwithstanding anything to the contrary in Section 4.2(a), a Participant will not receive a Gross-Up Payment if the Participant’s excess parachute payment is less than or equal to 310% of his “base amount” (within the meaning of section 280G(b)(3) of the Code). In such an event, the Participant’s Company Payments will be reduced by the smallest amount necessary to ensure that the Company Payments do not exceed three times the Participant’s base amount.

JLG Industries, Inc.

Page 9 

Executive Severance Plan

October 15, 2006 

(c)

Amount .

(1)

Generally. The amount of the Gross-Up Payment will equal an amount such that, after payment by the Participant of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed upon the Gross-Up Payment, the Participant retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Company Payments. The nationally recognized firm of certified public accountants (the “Accounting Firm”) used by the Company prior to the Change in Control (or, if such Accounting Firm declines to serve, a nationally recognized firm of certified public accountants selected by the Company) will determine whether the Company Payments will result in an excess parachute payment that is subject to the Excise Tax. If the Accounting Firm determines that the Company Payments will not be subject to the Excise Tax, it will, at the same time as it makes such determination, furnish the Participant with an opinion that he has substantial authority not to report any Excise Tax on his/her federal, state, local income or other tax return. If it is later determined pursuant to Section 4.2(c)(4) that the Company Payments are subject to the Excise Tax, the Gross-Up Payment will include any penalties and interest that are imposed or become due as a result of the Accounting Firm’s initial determination that the Company’s Payments were not subject to the Excise Tax.

(2)

Tax Rates. For purposes of determining the amount of the Gross-Up Payment, the Participant will be deemed to pay (A) federal income taxes at the highest marginal rates of federal income taxation applicable to individuals in the calendar year in which the Gross-Up Payment is to be made and (B) state and local income taxes at the highest marginal rates of taxation applicable to individuals as are in effect in the state and locality of the Participant’s residence in the calendar year in which the Gross-Up Payment is to be made, net the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account any limitations applicable to individuals subject to federal income tax at the highest marginal rates.

(3)

Adjustments to Gross-Up Payments . If it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding or written opinion of counsel that the Excise Tax is less than the amount previously taken into account hereunder, the Participant will repay the Company, within 30 days of his receipt of notice of