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):

           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.

           4.      Termination of Employment; Change in Control .

           5.      No Dividends . Performance Shares as such will not entitle a Participant to receive dividend payments or dividend equivalent payments with respect to any Shares. However, at such time as the Company delivers Shares earned to a Participant, the Company will also deliver a number of Shares equal to the quotient obtained by dividing (a) the aggregate amount of cash dividends that the Company would have paid on the Shares earned over the course of the period commencing at the start of the Performance Period and ending on the date of delivery of the Shares earned had the Shares earned been outstanding on record dates for dividends during such period by (b) the Fair Market Value of the Shares on the date five business days prior to the date the Company delivers Shares earned to a Participant.

           6.      Tax Matters .

           7.      Beneficiary . A Participant may from time to time designate in writing, in a manner acceptable to the Company, a beneficiary to receive payment under the Award after the Participant’s death.

           8.      Award Agreement . This framework constitutes an award agreement relating to the Awards for purposes of the Plan.

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OSHKOSH CORPORATION
(a Wisconsin corporation)

2009 Incentive Stock and Awards Plan
Stock Option Award

«Name»
«Street»
«City»

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

You have been granted Options to purchase 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:   Seven years after the Grant Date, unless terminated earlier as described in the Plan or this Award Agreement.

Your Options will become fully vested if you terminate employment or service as a result of death, Disability or Retirement.

Manner of Exercise : You may pay the exercise price and any attributable tax for an Option in one or more of the following forms: (i) a check payable to the order of the Company for the purchase price of the shares being purchased and any attributable tax; (ii) delivery of shares of Common Stock (including by attestation) that you own and that have a Fair Market Value (determined on the date of delivery) equal to the exercise price of the shares being purchased and any attributable tax; (iii) delivery (including by facsimile) to the Company of an executed irrevocable option exercise form together with irrevocable instructions, in a form acceptable to the Company, to a broker-dealer to sell a sufficient portion of the shares of Common Stock issuable upon exercise of this Option and deliver the sale proceeds directly to the Company to pay for the exercise price and any attributable tax; (iv) by irrevocable written designation to the Company electing to surrender the right to receive shares of Common Stock otherwise deliverable to the Participant upon exercise of this Option that have a Fair Market Value (determined on the date of exercise) equal to the exercise price of the shares being purchased and any attributable tax; or (v) by any combination of (i), (ii), (iii) and (iv).

This Award is granted under and governed by the terms and conditions of the Plan. Additional provisions regarding your Options and definitions of capitalized terms used and not defined in this Award Agreement can be found in the Plan, a copy of which is attached hereto.

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 day and year first above written.

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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”), the compensation (if any) payable with respect to the Stock Appreciation Rights that are vested will be valued and paid in cash in your local currency using the spot rate on the Settlement Date, less applicable tax withholding. The value of the Stock Appreciation Rights that are vested will be equal to the product obtained by multiplying (1) the number of Shares underlying the Stock Appreciation Rights that are vested, and (2) the amount by which the Fair Market Value of a Share on the Settlement Date exceeds the Grant Price Per Share identified above. If the Fair Market Value of a Share on the Settlement Date is less than or equal to the Grant Price Per Share identified above, then no amount is payable with respect to the Stock Appreciation Rights. Following the Settlement Date, the Stock Appreciation Rights (whether or not resulting in a payment) will be cancelled. The Stock Appreciation Rights do not include the right to receive dividends or other distributions declared and paid on the Shares underlying the Stock Appreciation Rights.

                This Award is granted under and governed by the terms and conditions of the Plan. Additional provisions regarding your Stock Appreciation Rights and definitions of capitalized terms used and not defined in this Award Agreement can be found in the Plan, a copy of which is attached hereto. This Award is not related to any grant to you of an Option, and you acknowledge that you are not receiving an Option.

                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 day and year first above written.

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