Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On September 14, 2009, the Human Resources Committee (the "Committee") of the Board of Directors of Oshkosh Corporation (the "Company") approved a framework for awards of performance shares under the Company's 2009 Incentive Stock and Awards Plan (the "2009 Plan") and approved awards to the Company's executive officers, including its named executive officers, of performance shares under the 2009 Plan for which such framework will serve as the award agreement. The framework for awards of performance shares is filed herewith as Exhibit 10.1 and is incorporated by reference herein.

On September 14, 2009, the Committee also approved a form of stock option award agreement under the 2009 Plan and approved awards to the Company's executive officers, including its named executive officers, of options to purchase shares of common stock of the Company under the 2009 Plan for which such form of stock option award agreement will serve as the award agreement. The form of stock option award agreement is filed herewith as Exhibit 10.2 and is incorporated by reference herein.

Also on September 14, 2009, the Committee approved a form of stock appreciation rights award agreement under the 2009 Plan and approved awards to the Company's executive officers of stock appreciation rights under the 2009 Plan for which such form of stock appreciation rights award agreement will serve as the award agreement. The form of stock appreciation rights award agreement is filed herewith as Exhibit 10.3 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits. The following exhibits are being furnished herewith:

(10.1) Framework for Awards of Performance Shares under the Oshkosh Corporation 2009 Incentive Stock and Awards Plan.

(10.2) Form of Oshkosh Corporation 2009 Incentive Stock and Awards Plan Stock Option Award Agreement.

(10.3) Form of Oshkosh Corporation 2009 Incentive Stock and Awards Plan Stock Appreciation Rights Award Agreement.

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