UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
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ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended September 30, 2013
or
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TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission file number:
1-31371
Oshkosh Corporation
(Exact name of registrant as specified in its charter)
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Wisconsin
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39-0520270
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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P.O.
Box 2566
Oshkosh, Wisconsin
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54903-2566
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(920) 235-9151
Securities registered pursuant to Section 12(b) of the Act:
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Title
of
each
class
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Name
of
each
exchange
on
which
registered
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Common Stock ($.01 par value)
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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Yes
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No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
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Yes
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No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Yes
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No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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Yes
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No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
x
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
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Yes
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No
At March 31, 2013, the aggregate market value of the registrant’s Common Stock held by non-affiliates was $3,738,222,059 (based on the closing price of $42.49 per share on the New York Stock Exchange as of such date).
As of November 8, 2013, 86,392,795 shares of the registrant’s Common Stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Proxy Statement for the 2014 Annual Meeting of Shareholders (to be filed with the Commission under Regulation 14A within 120 days after the end of the registrant’s fiscal year and, upon such filing, to be incorporated by reference into Part III).
EXPLANATORY NOTE
Oshkosh Corporation (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended September 30, 2013, originally filed with the Securities and Exchange Commission on November 13, 2013 (the “Original Form 10-K”), solely for the purpose of filing as exhibits the agreements described as Exhibits 10.26, 10.27 and 10.28 to the Original Form 10-K. The agreements were not filed with the Original Form 10-K as originally filed and were not incorporated by reference. There have been no other changes to the Original Form 10-K.
The Company hereby amends the Original Form 10-K by filing with this Amendment the agreements described as Exhibits 10.26, 10.27 and 10.28 to the Original Form 10-K.
Other than as described above, no other statement or amount has been changed from those presented in the Original Form 10-K, and this Amendment does not modify, amend or update in any way any of the financial or other information contained in the Original Form 10-K. This Amendment does not reflect events that may have occurred subsequent to the filing date of the Original Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to report to be signed on its behalf by the undersigned, thereunto duly authorized.
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OSHKOSH CORPORATION
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November 19, 2013
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By
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/S/ Charles L. Szews
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Charles L. Szews, Chief Executive Officer
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EXHIBIT INDEX
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Exhibit
No.
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Description
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10.26
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Form of Oshkosh Corporation 2009 Incentive Stock and Awards Plan Restricted Stock Unit Award Agreement (Stock Settled on Retirement).*
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10.27
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Form of Oshkosh Corporation 2009 Incentive Stock and Awards Plan Restricted Stock Unit Award Agreement (Stock Settled on Vesting - Retirement).*
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10.28
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Form of Oshkosh Corporation 2009 Incentive Stock and Awards Plan Restricted Stock Unit Award Agreement (Stock Settled on Vesting - General).*
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31.1
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Certification by the Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated November 19, 2013.
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31.2
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Certification by the Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated November 19, 2013.
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_________________________
* Denotes a management contract or compensatory plan or arrangement.
OSHKOSH CORPORATION
(a Wisconsin corporation)
2009 Incentive Stock and Awards Plan
Restricted Stock Unit Award Agreement (Stock Settled on Retirement)
«Name»
«Participant ID»
Oshkosh Corporation (the “Company”) and you hereby agree as follows:
You have been granted an award of Restricted Stock Units under the Oshkosh Corporation 2009 Incentive Stock and Awards Plan, as amended (the “Plan”), with the following terms and conditions:
Grant Date
: «Date»
Number of Restricted Stock Units
: «Number»
Vesting Schedule
: The Restricted Stock Units vest over three (3) years, with one-third (1/3) of your total Restricted Stock Units vesting on each of the first three anniversaries of the Grant Date (each such anniversary, a “Vesting Date”). You will forfeit any Restricted Stock Units that are not vested as of the date of your separation from service with the Company and its Affiliates for any reason other than Qualified Retirement, death or Disability. Any Restricted Stock Units that are not vested will become fully vested on the date of your separation from service as a result of Qualified Retirement, death or Disability or upon a Change in Control. Notwithstanding the foregoing, if, on the date of your separation from service as a result of Qualified Retirement, death or Disability, your employment could have been terminated for Cause, all of your Restricted Stock Units will be forfeited as of such date. “Qualified Retirement” means your termination of employment at a time that you are at least age 55 and your age plus full years of service with the Company equals 70 or more.
Settlement of Restricted Stock Units
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Upon or as soon as reasonably practicable following your separation from service with the Company and its Affiliates, the Company will settle the then-vested Restricted Stock Units (including any Restricted Stock Units that vest as a result of the circumstances of such separation from service) by delivering a number of Shares equal to that number of Restricted Stock Units; provided that, if (1) a Change in Control that constitutes a “change in ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company (in each case within the meaning of Code Section 409A) or (2) your death or your Disability that also constitutes a “disability” within the meaning of Code Section 409A occurs prior to the settlement of all of the Restricted Stock Units subject to this award, then all vested Restricted Stock Units that have not previously been settled will be settled with one Share per Restricted Stock Unit immediately upon or as soon as reasonably practicable following such Change in Control, death or Disability.
Notwithstanding anything to the contrary in the foregoing, if you are a “specified employee” within the meaning of Code Section 409A as of the date of your separation from service, then, to the extent required to avoid the income inclusion, interest and additional tax imposed by Code Section 409A, any settlement of your Restricted Stock Units on account of your separation from service shall not be made before a date that is six months after the date of the separation from service.
Restrictions on Transferability
: You may not sell, transfer, assign or otherwise alienate or hypothecate any of your Restricted Stock Units other than to the extent permitted by the Plan or this Award Agreement. Any attempted sale, transfer, assignment or other alienation or hypothecation other than as permitted by the Plan or this Award Agreement will be null and void.
Rights as Shareholder
: You will not be deemed for any purposes to be a shareholder (including voting and entitlement to dividends) of the Company with respect to any of the Restricted Stock Units.
Dividend Equivalents:
If the Company declares a cash dividend on the Stock for which the record date is on or after the Grant Date and prior to the settlement or forfeiture of all of your Restricted Stock Units, then you will be credited with an additional number of Restricted Stock Units on the payment date equal to (a) the amount of the cash dividend that would be payable with respect to a number of Shares equal to the number of your Restricted Stock Units that had not been settled or forfeited as of the record date divided by (b) the Fair Market Value of a Share on the payment date. The additional Restricted Stock Units you receive will be subject to the same terms and conditions, and will be settled with Shares at the same time, as the Restricted Stock Units with respect to which the dividend equivalents were credited.
Tax Withholding
: To the extent that the receipt, vesting or settlement of the Restricted Stock Units, or the occurrence of another event relating to the Restricted Stock Units, results in income to you for federal, state or local income tax purposes, you shall deliver to the Company (or its agent) at the time the Company is obligated to withhold taxes in connection with such receipt, vesting, settlement or other event, as the case may be, such amount as the Company requires to meet its withholding obligation under applicable tax laws or regulations. If you fail to do so, the Company has the right and authority to deduct or withhold from other compensation payable to you, including any Shares or other amounts payable with respect to the Restricted Stock Units, an amount sufficient to satisfy its withholding obligations. You may satisfy the withholding requirement, in whole or in part, by electing to surrender to the Company that number of vesting Restricted Stock Units and/or by electing to deliver to the Company (or its agent) Shares that you own having an aggregate Fair Market Value on the date the tax is to be withheld (assuming for this purpose that each Restricted Stock Unit has a Fair Market Value equal to the value of a Share) equal to the minimum statutory total tax that the Company must withhold in connection with the receipt, vesting or settlement of the Restricted Stock Units or other event, as applicable. Your election must be irrevocable and submitted in compliance with Company instructions before the applicable vesting date or date of such other event.
Plan Governs:
The Restricted Stock Units are granted under and governed by the terms and conditions of the Plan. Additional provisions regarding your award of Restricted Stock Units and definitions of capitalized terms used and not defined in this Award Agreement can be found in the Plan, a copy of which is available on request.
Amendments; Binding Nature; Elections:
This Award Agreement may be amended only with the consent of both you and the Company, unless the amendment is not to your detriment or the Plan permits such amendment without your consent. The failure of the Company to enforce any provision of this Award Agreement at any time shall in no way constitute a waiver of such provision or of any other provision hereof. This Award Agreement shall be binding upon and inure to the benefit of you and your heirs and personal representatives and the Company and its successors and legal representatives. In each case, instructions, directions or elections in connection with this Award shall be in a form acceptable to the Company.
Committee Interpretation Binding; No Property Rights; Counterparts:
As a condition to the grant of the Restricted Stock Units, you agree (with such agreement being binding upon your legal representatives, guardians, legatees or beneficiaries) that this Award Agreement and the Plan shall be subject to interpretation by the Committee, and that any interpretation by the Committee of the terms of this Award Agreement or the Plan, and any determination made by the Committee pursuant to this Award Agreement or the Plan, shall be final, binding and conclusive. The Restricted Stock Units constitute a mere promise by the Company to make specified payments in the future if such benefits come due under the Award. You will have the status of a general creditor of the Company with respect to any vested portion of the Award. This Award Agreement may be executed in counterparts.
BY SIGNING BELOW AND AGREEING TO THIS AWARD AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE PLAN. YOU ALSO ACKNOWLEDGE THAT YOU HAVE READ THIS AWARD AGREEMENT AND THE PLAN.
IN WITNESS WHEREOF, the Company has caused this Award Agreement to be duly executed, and you have executed this Award Agreement, all as of the Grant Date.
OSHKOSH CORPORATION
By: ___________________________
Accepted:
By: ____________________________
[Name]
OSHKOSH CORPORATION
(a Wisconsin corporation)
2009 Incentive Stock and Awards Plan
Restricted Stock Unit Award Agreement (Stock Settled on Vesting (Retirement))
«Name»
«Participant ID»
Oshkosh Corporation (the “Company”) and you hereby agree as follows:
You have been granted an award of Restricted Stock Units under the Oshkosh Corporation 2009 Incentive Stock and Awards Plan, as amended (the “Plan”), with the following terms and conditions:
Grant Date
: «Date»
Number of Restricted Stock Units
: «Number»
Vesting Schedule
: The Restricted Stock Units vest over three (3) years, with one-third (1/3) of your total Restricted Stock Units vesting on each of the first three anniversaries of the Grant Date (each such anniversary, a “Vesting Date”). You will forfeit any Restricted Stock Units that are not vested as of the date of your separation from service with the Company and its Affiliates for any reason other than Qualified Retirement, death or Disability. Any Restricted Stock Units that are not vested will become fully vested on the date of your separation from service as a result of Qualified Retirement on or after the first anniversary of the Grant Date, death or Disability or upon a Change in Control. If your separation from service as a result of Qualified Retirement occurs prior to the first anniversary of the Grant Date, then a pro-rata portion of the Restricted Stock Units will vest on the date of such separation from service, and all remaining Restricted Stock Units will be forfeited. Notwithstanding the foregoing, if, on the date of your separation from service as a result of Qualified Retirement, death or Disability, your employment could have been terminated for Cause, all of your Restricted Stock Units will be forfeited as of such date. “Qualified Retirement” means your termination of employment at a time that you are at least age 55 and your age plus full years of service with the Company equals 70 or more. For purposes of the foregoing, a “pro-rata portion” will mean the product of (x) the total number of Restricted Stock Units subject to this award and (y) a fraction, the numerator of which is the number of days that have elapsed from the Grant Date through the date of your date of separation from service, and the denominator of which is 365.
Settlement of Restricted Stock Units
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On each Vesting Date, the Company will settle one-third (1/3) of your total Restricted Stock Units by delivering a number of Shares equal to that number of Restricted Stock Units; provided that, if (1) a Change in Control that constitutes a “change in ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company (in each case within the meaning of Code Section 409A) or (2) your death or your Disability that also constitutes a “disability” within the meaning of Code Section 409A occurs prior to the settlement of all of the Restricted Stock Units subject to this award, then all vested Restricted Stock Units that have not previously been settled will be settled with one Share per Restricted Stock Unit immediately upon or as soon as reasonably practicable following such Change in Control, death or Disability.
Restrictions on Transferability
: You may not sell, transfer, assign or otherwise alienate or hypothecate any of your Restricted Stock Units other than to the extent permitted by the Plan or this Award Agreement. Any attempted sale, transfer, assignment or other alienation or hypothecation other than as permitted by the Plan or this Award Agreement will be null and void.
Rights as Shareholder
: You will not be deemed for any purposes to be a shareholder (including voting and entitlement to dividends) of the Company with respect to any of the Restricted Stock Units.
Dividend Equivalents:
If the Company declares a cash dividend on the Stock for which the record date is on or after the Grant Date and prior to the settlement or forfeiture of all of your Restricted Stock Units, then you will be credited with an additional number of Restricted Stock Units on the payment date equal to (a) the amount of the cash dividend that would be payable with respect to a number of Shares equal to the number of your Restricted Stock Units that had not been settled or forfeited as of the record date divided by (b) the Fair Market Value of a Share on the payment date.
The additional Restricted Stock Units you receive will be subject to the same terms and conditions, and will be settled with Shares at the same time, as the Restricted Stock Units with respect to which the dividend equivalents were credited.
Tax Withholding
: To the extent that the receipt, vesting or settlement of the Restricted Stock Units, or the occurrence of another event relating to the Restricted Stock Units, results in income to you for federal, state or local income tax purposes, you shall deliver to the Company (or its agent) at the time the Company is obligated to withhold taxes in connection with such receipt, vesting, settlement or other event, as the case may be, such amount as the Company requires to meet its withholding obligation under applicable tax laws or regulations. If you fail to do so, the Company has the right and authority to deduct or withhold from other compensation payable to you, including any Shares or other amounts payable with respect to the Restricted Stock Units, an amount sufficient to satisfy its withholding obligations. You may satisfy the withholding requirement, in whole or in part, by electing to surrender to the Company that number of vesting Restricted Stock Units and/or by electing to deliver to the Company (or its agent) Shares that you own having an aggregate Fair Market Value on the date the tax is to be withheld (assuming for this purpose that each Restricted Stock Unit has a Fair Market Value equal to the value of a Share) equal to the minimum statutory total tax that the Company must withhold in connection with the receipt, vesting or settlement of the Restricted Stock Units or other event, as applicable. Your election must be irrevocable and submitted in compliance with Company instructions before the applicable vesting date or date of such other event.
Plan Governs:
The Restricted Stock Units are granted under and governed by the terms and conditions of the Plan. Additional provisions regarding your award of Restricted Stock Units and definitions of capitalized terms used and not defined in this Award Agreement can be found in the Plan, a copy of which is available on request.
Amendments; Binding Nature; Elections:
This Award Agreement may be amended only with the consent of both you and the Company, unless the amendment is not to your detriment or the Plan permits such amendment without your consent. The failure of the Company to enforce any provision of this Award Agreement at any time shall in no way constitute a waiver of such provision or of any other provision hereof. This Award Agreement shall be binding upon and inure to the benefit of you and your heirs and personal representatives and the Company and its successors and legal representatives. In each case, instructions, directions or elections in connection with this Award shall be in a form acceptable to the Company.
Committee Interpretation Binding; No Property Rights; Counterparts:
As a condition to the grant of the Restricted Stock Units, you agree (with such agreement being binding upon your legal representatives, guardians, legatees or beneficiaries) that this Award Agreement and the Plan shall be subject to interpretation by the Committee, and that any interpretation by the Committee of the terms of this Award Agreement or the Plan, and any determination made by the Committee pursuant to this Award Agreement or the Plan, shall be final, binding and conclusive. The Restricted Stock Units constitute a mere promise by the Company to make specified payments in the future if such benefits come due under the Award. You will have the status of a general creditor of the Company with respect to any vested portion of the Award. This Award Agreement may be executed in counterparts.
BY SIGNING BELOW AND AGREEING TO THIS AWARD AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE PLAN. YOU ALSO ACKNOWLEDGE THAT YOU HAVE READ THIS AWARD AGREEMENT AND THE PLAN.
IN WITNESS WHEREOF, the Company has caused this Award Agreement to be duly executed, and you have executed this Award Agreement, all as of the Grant Date.
OSHKOSH CORPORATION
By: ___________________________
Accepted:
By: ____________________________
[Name]
OSHKOSH CORPORATION
(a Wisconsin corporation)
2009 Incentive Stock and Awards Plan
Restricted Stock Unit Award Agreement (Stock Settled on Vesting - General)
«Name»
«Participant ID»
Oshkosh Corporation (the “Company”) and you hereby agree as follows:
You have been granted an award of Restricted Stock Units under the Oshkosh Corporation 2009 Incentive Stock and Awards Plan, as amended (the “Plan”), with the following terms and conditions:
Grant Date
: «Date»
Number of Restricted Stock Units
: «Number»
Vesting Schedule
: The Restricted Stock Units vest over three (3) years, with one-third (1/3) of your total Restricted Stock Units vesting on each of the first three anniversaries of the Grant Date (each such anniversary, a “Vesting Date”). You will forfeit any Restricted Stock Units that are not vested as of the date of your separation from service with the Company and its Affiliates for any reason other than death or Disability. Any Restricted Stock Units that are not vested will become fully vested on the date of your separation from service as a result of death or Disability or upon a Change in Control. Notwithstanding the foregoing, if, on the date of your separation from service as a result of death or Disability, your employment could have been terminated for Cause, all of your Restricted Stock Units will be forfeited as of such date.
Settlement of Restricted Stock Units
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On each Vesting Date, the Company will settle one-third (1/3) of your total Restricted Stock Units by delivering a number of Shares equal to that number of Restricted Stock Units; provided that, if (1) a Change in Control that constitutes a “change in ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company (in each case within the meaning of Code Section 409A) or (2) your death or your Disability that also constitutes a “disability” within the meaning of Code Section 409A occurs prior to the settlement of all of the Restricted Stock Units subject to this award, then all vested Restricted Stock Units that have not previously been settled will be settled with one Share per Restricted Stock Unit immediately upon or as soon as reasonably practicable following such Change in Control, death or Disability.
Restrictions on Transferability
: You may not sell, transfer, assign or otherwise alienate or hypothecate any of your Restricted Stock Units other than to the extent permitted by the Plan or this Award Agreement. Any attempted sale, transfer, assignment or other alienation or hypothecation other than as permitted by the Plan or this Award Agreement will be null and void.
Rights as Shareholder
: You will not be deemed for any purposes to be a shareholder (including voting and entitlement to dividends) of the Company with respect to any of the Restricted Stock Units.
Dividend Equivalents:
If the Company declares a cash dividend on the Stock for which the record date is on or after the Grant Date and prior to the settlement or forfeiture of all of your Restricted Stock Units, then you will be credited with an additional number of Restricted Stock Units on the payment date equal to (a) the amount of the cash dividend that would be payable with respect to a number of Shares equal to the number of your Restricted Stock Units that had not been settled or forfeited as of the record date divided by (b) the Fair Market Value of a Share on the payment date. The additional Restricted Stock Units you receive will be subject to the same terms and conditions, and will be settled with Shares at the same time, as the Restricted Stock Units with respect to which the dividend equivalents were credited.
Tax Withholding
: To the extent that the receipt, vesting or settlement of the Restricted Stock Units, or the occurrence of another event relating to the Restricted Stock Units, results in income to you for federal, state or local income tax purposes, you shall deliver to the Company (or its agent) at the time the Company is obligated to withhold taxes in connection with such receipt, vesting, settlement or other event, as the case may be, such amount as the Company requires to meet its withholding obligation under applicable tax laws or regulations. If you fail to do so, the Company
has the right and authority to deduct or withhold from other compensation payable to you, including any Shares or other amounts payable with respect to the Restricted Stock Units, an amount sufficient to satisfy its withholding obligations. You may satisfy the withholding requirement, in whole or in part, by electing to surrender to the Company that number of vesting Restricted Stock Units and/or by electing to deliver to the Company (or its agent) Shares that you own having an aggregate Fair Market Value on the date the tax is to be withheld (assuming for this purpose that each Restricted Stock Unit has a Fair Market Value equal to the value of a Share) equal to the minimum statutory total tax that the Company must withhold in connection with the receipt, vesting or settlement of the Restricted Stock Units or other event, as applicable. Your election must be irrevocable and submitted in compliance with Company instructions before the applicable vesting date or date of such other event.
Plan Governs:
The Restricted Stock Units are granted under and governed by the terms and conditions of the Plan. Additional provisions regarding your award of Restricted Stock Units and definitions of capitalized terms used and not defined in this Award Agreement can be found in the Plan, a copy of which is available on request.
Amendments; Binding Nature; Elections:
This Award Agreement may be amended only with the consent of both you and the Company, unless the amendment is not to your detriment or the Plan permits such amendment without your consent. The failure of the Company to enforce any provision of this Award Agreement at any time shall in no way constitute a waiver of such provision or of any other provision hereof. This Award Agreement shall be binding upon and inure to the benefit of you and your heirs and personal representatives and the Company and its successors and legal representatives. In each case, instructions in connection with this Award shall be in a form acceptable to the Company.
Committee Interpretation Binding; No Property Rights; Counterparts:
As a condition to the grant of the Restricted Stock Units, you agree (with such agreement being binding upon your legal representatives, guardians, legatees or beneficiaries) that this Award Agreement and the Plan shall be subject to interpretation by the Committee, and that any interpretation by the Committee of the terms of this Award Agreement or the Plan, and any determination made by the Committee pursuant to this Award Agreement or the Plan, shall be final, binding and conclusive. The Restricted Stock Units constitute a mere promise by the Company to make specified payments in the future if such benefits come due under the Award. You will have the status of a general creditor of the Company with respect to any vested portion of the Award. This Award Agreement may be executed in counterparts.
BY SIGNING BELOW AND AGREEING TO THIS AWARD AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE PLAN. YOU ALSO ACKNOWLEDGE THAT YOU HAVE READ THIS AWARD AGREEMENT AND THE PLAN.
IN WITNESS WHEREOF, the Company has caused this Award Agreement to be duly executed, and you have executed this Award Agreement, all as of the Grant Date.
OSHKOSH CORPORATION
By: ___________________________
Accepted:
By: ____________________________
[Name]
Exhibit 31.1
CERTIFICATIONS
I, Charles L. Szews, certify that:
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1.
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I have reviewed this annual report on Form 10-K/A of Oshkosh Corporation; and
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
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November 19, 2013
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/S/ Charles L. Szews
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Charles L. Szews, Chief Executive Officer
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Exhibit 31.2
CERTIFICATIONS
I, David M. Sagehorn, certify that:
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1.
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I have reviewed this annual report on Form 10-K/A of Oshkosh Corporation; and
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
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November 19, 2013
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/S/ David M. Sagehorn
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David M. Sagehorn, Executive Vice President and Chief Financial Officer
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