CompensationCommittee Charter Quicklinks



Committee Membership

Specific Authority and Responsibilities

Meetings and Minutes

Adoption and Amendment


I. Authorization

The Executive Committee (the "Committee") of the Board of Directors (the "Board") of JLG Industries, Inc. (the "Company") is authorized, pursuant to Section 1731 of the Pennsylvania Business Corporation Law and Section 21 of the Company's Bylaws, to exercise all the powers and authority of the Board of Directors of the Company necessary to carry out the purposes and responsibilities set forth herein.

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II. Purpose

The principal purposes of the Committee are to (i) serve as a "sounding board" for the chief executive officer to develop and hone issues or initiatives for further Board or Committee action, and (ii) exercise during intervals between meetings of the Board the powers of the Board except as otherwise limited by this charter.

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III. Committee Membership

The Committee shall be comprised of five (5) members consisting of the Chairman of the Board, and the Chairmen of each of the Audit Committee, the Compensation Committee, the Directors and Corporate Governance, and the Finance Committee. The Chairman of the Board shall be Chairman of the Committee. The Board shall have sole authority to appoint and remove members of the Committee.

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IV. Specific Authority and Responsibilities

A. Sounding Board and Issue Development

1.       Incubating Significant Matters. The Committee shall be a resource to preliminarily screen, discuss and recommend further action with respect to significant matters that may be brought before the Board and that are not entirely within the scope of another committee's responsibility, with the objective that Board deliberation of such matters will be enhanced by affording Management an additional opportunity to develop supporting information and to consider modifications or alternative courses before presenting such matters for action by the full Board.

2.       Sounding Board for Chief Executive. The Committee shall be a forum for extended dialogue among its members and the Chief Executive Officer regarding general matters that would benefit from additional discussion beyond the time available during regular Board meetings.

B. General Authority and Responsibilities

1.       Limited Power to act between Board meetings. The Committee shall have and may exercise all of the powers and authority of the Board of Directors subject to such limitations as may be imposed from time to time by the Company's Bylaws or by resolution of the Board of Directors and, provided that, the Committee shall have no power or authority as to any of the following:

a.       The submission to shareholders of any action requiring approval of shareholders under the Pennsylvania Business Corporation Law;

b.       The creation of filling of vacancies on the Board of Directors;

c.        The adoption, amendment or repeal of the Bylaws;

d.       The amendment or repeal of any resolution of the Board that by its terms is amendable or repealable only by the Board; and

e.       Action on matters committed by the Bylaws or resolution of the Board of Directors to another committee of the Board.

2.       External Advisors. In carrying out its duties and responsibilities under this Charter, the Committee shall have authority to obtain the advice and assistance of internal or external legal, accounting, financial and other advisors.

3.       Annual Evaluation. The Committee shall review and assess this Charter and the performance of this Committee annually to ensure that they are consistent with the short-term and long-range goals of the Company and recommend any proposed changes to the Board.

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V. Meetings and Minutes

The Committee shall hold meetings, in person or by telephone, at such times and with such frequency as it deems necessary to carry out its duties and responsibilities under this Charter. Meetings of the Committee shall be called by the Chairman of the Board in accordance with the Company's Bylaws. A majority of the members of the Committee shall constitute a quorum for the transaction of business by the Committee. All members of the Board who are not members of the Committee shall receive notice of Committee meetings and be permitted to attend, and at the discretion of the Committee, any officer or employee of the Company may be invited to attend and participate in meetings of the Committee.

The Committee also may act by unanimous written consent in accordance with the terms of the Company's Bylaws.

Minutes of each Committee meeting and records of all other Committee actions shall be prepared by the Secretary of the Company or, if the Secretary is not present at the meeting, any person appointed by the Chairman of the Committee, and shall be retained with the permanent records of the Company.

The Committee shall report to the Board, no later than the next regular Board meeting, all decisions made and actions taken by the Committee.

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VI. Adoption and Amendment

This Charter has been adopted by, and may be amended at any time or from time to time, in whole or in part, solely by a resolution adopted by the Board.