-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TTtzSEdAdXqe8muLf06toFktOOX4kGPDa8Cmy7kKil+/aTn0zVdquJAPNaD/HLh6 DPMgt15FSPeIssSKj6x2gQ== 0000897069-08-000552.txt : 20080307 0000897069-08-000552.hdr.sgml : 20080307 20080307164315 ACCESSION NUMBER: 0000897069-08-000552 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080425 FILED AS OF DATE: 20080307 DATE AS OF CHANGE: 20080307 EFFECTIVENESS DATE: 20080307 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEHL CO CENTRAL INDEX KEY: 0000856386 STANDARD INDUSTRIAL CLASSIFICATION: FARM MACHINERY & EQUIPMENT [3523] IRS NUMBER: 390300430 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33504 FILM NUMBER: 08674723 BUSINESS ADDRESS: STREET 1: 143 WATER STREET CITY: WEST BEND STATE: WI ZIP: 53095 BUSINESS PHONE: 2623349461 MAIL ADDRESS: STREET 1: 143 WATER STREET CITY: WEST BEND STATE: WI ZIP: 53095 DEF 14A 1 cmw3406.htm PROXY STATEMENT

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ____)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [   ]

Check the appropriate box:

[   ] Preliminary Proxy Statement
[   ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[   ] Definitive Additional Materials
[   ] Soliciting Material Pursuant to § 240.14a-11(c) or § 240.14a-12


GEHL COMPANY
(Name of Registrant as Specified in its Charter)
 
(Name of Person(s) Filing Proxy Statement if other than the Registrant)


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®

GEHL COMPANY
143 Water Street
West Bend, Wisconsin 53095
Notice of Annual Meeting of Shareholders
To Be Held April 25, 2008

To the Shareholders of Gehl Company:

        Notice is hereby given that the annual meeting of shareholders of Gehl Company will be held at the Cedar Theatre, located on the Cedar Lake Campus of Cedar Community, 5595 Highway Z, West Bend, Wisconsin 53095, on Friday, April 25, 2008, at 3:00 P.M. (CDT), for the following purposes:

  1. To elect two directors to hold office until the annual meeting of shareholders in 2011 and until their successors are duly elected and qualified.

  2. To consider the approval of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2008.

  3. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

        The Board of Directors has fixed the close of business on February 19, 2008 as the record date for the determination of shareholders entitled to notice of, and to vote at, the annual meeting.

        A proxy for the meeting and a proxy statement are enclosed herewith.

        A map showing the location of the Cedar Theatre accompanies this notice and proxy statement.

        Whether or not you expect to attend the annual meeting, you are requested to vote your shares by signing, dating and mailing the enclosed proxy card in the envelope provided, which is postage-paid if mailed in the United States.

  By Order of the Board of Directors
GEHL COMPANY

  /s/ Michael J. Mulcahy
Michael J. Mulcahy
Secretary

West Bend, Wisconsin
March 10, 2008


GEHL COMPANY
143 WATER STREET
WEST BEND, WISCONSIN 53095

PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 25, 2008

GENERAL INFORMATION

Annual Meeting and Submission of Proxy

        This proxy statement and the accompanying proxy card are being furnished to shareholders by the Board of Directors (the “Board”) of Gehl Company (the “Company” or “Gehl”) beginning on or about March 10, 2008, in connection with a solicitation of proxies by the Board for use at the Annual Meeting of Shareholders to be held on Friday, April 25, 2008, at 3:00 P.M. (CDT), at the Cedar Theatre, located on the Cedar Lake Campus of Cedar Community, 5595 Highway Z, West Bend, Wisconsin 53095, and at all adjournments or postponements thereof (the “Annual Meeting”), for the purposes set forth in the attached Notice of Annual Meeting of Shareholders. The Board has fixed the close of business on February 19, 2008 as the record date for determining shareholders entitled to notice of, and to vote at, the Annual Meeting. On that date, the Company had outstanding and entitled to vote 12,097,623 shares of the Company’s Common Stock, $.10 par value per share (the “Common Stock”), each of which is entitled to one vote per share.

        Whether or not you attend the Annual Meeting, your vote is important. Accordingly, regardless of the number of shares of Common Stock you own, please vote by signing, dating and promptly mailing the accompanying proxy card.

Voting Procedures

        A proxy, in the enclosed form, that is properly executed, duly returned to the Company and not revoked, will be voted in accordance with the instructions contained therein. The shares represented by executed but unmarked proxies will be voted FOR the persons nominated by the Board for election as directors, FOR the approval of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2008, and on such other business or matters that may properly come before the Annual Meeting in accordance with the best judgment of the persons named as proxies in the enclosed form of proxy. Other than the election of directors and the approval of the appointment of the Company’s independent registered public accounting firm, the Board has no notice of any matters to be presented for action by the shareholders at the Annual Meeting.

        Execution of a proxy given in response to this solicitation will not affect a shareholder’s right to attend the Annual Meeting and to vote in person. Presence at the Annual Meeting of a shareholder who has signed a proxy does not in itself revoke a proxy. Any shareholder giving a proxy may revoke it at any time before it is voted by giving notice thereof to the Company in writing or by submitting another duly executed proxy bearing a later date.

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Matters to be Considered at the Annual Meeting

        At the Annual Meeting, shareholders will consider and vote on: (1) the election of two directors to hold office until the annual meeting of shareholders in 2011 and until their successors are duly elected and qualified; and (2) the approval of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2008. The Board has, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, nominated Thomas J. Boldt and Bruce D. Hertzke for re-election as directors of the Company (collectively, the “Company Nominees”).

ELECTION OF DIRECTORS

        The Company’s By-laws provide that the directors shall be divided into three classes, with staggered terms of three years each. At the Annual Meeting, the shareholders will elect two directors to hold office until the annual meeting of shareholders in 2011 and until their successors are duly elected and qualified. Unless shareholders otherwise specify, the shares represented by the proxies received will be voted in favor of the election as directors of the Company Nominees. The Board has no reason to believe that any of the Company Nominees will be unable or unwilling to serve as a director if elected. However, in the event that any of the Company Nominees should be unable to serve or for good cause will not serve, the shares represented by proxies received will be voted for other nominees selected by the Board in the exercise of its best judgment.

        Directors are elected by a plurality of the votes cast (assuming a quorum is present). A majority of the votes entitled to be cast on the election of directors must be represented in person or by proxy at the Annual Meeting in order for a quorum to be present. Abstentions from voting and withhold votes will be included in computing the number of shares present for purposes of determining the presence of a quorum, but will not be considered in determining whether each of the nominees has received a plurality of the votes cast at the Annual Meeting. A broker or nominee voting shares registered in its name, or in the name of its nominee, which are beneficially owned by another person and for which it has not received instructions as to voting from the beneficial owner, will have the discretion to vote the beneficial owner’s shares with respect to the election of directors.

        The following sets forth certain information, as of February 1, 2008, about each of the Company Nominees for election at the Annual Meeting and each director of the Company whose term will continue after the Annual Meeting.

Nominees for Election at the Annual Meeting

Terms expiring in 2011

Thomas J. Boldt, 55, has served as Chief Executive Officer of The Boldt Company, Appleton, WI (a consulting service, program and construction management, general construction and real estate development services firm) since 2000. Mr. Boldt has served as a director of the Company since 1996. Mr. Boldt is also a director of M&I Bank, Fox Valley (a national bank), a director and the Chairman of Wisconsin Manufacturers and Commerce (a business association promoting the improvement of the economic climate of the State of Wisconsin), a trustee of the State of Wisconsin Investment Board, a Regent of St. Olaf College and President of Wisconsin Academy of Sciences, Arts and Letters (a non-profit organization that encourages investigation, disseminates knowledge, and promotes application of the sciences, arts and letters).

2


Bruce D. Hertzke, 56, has served as Chairman and Chief Executive Officer of Winnebago Industries, Inc., Forest City, IA (the leading United States manufacturer of motor homes and related products and services) since December 1997. Mr. Hertzke has served as a director of the Company since July 2006. Mr. Hertzke is also a director of the Recreation Vehicle Industry Association (a trade association of recreational vehicle manufacturers), the Iowa Business Council (a business association promoting the improvement of the economic climate of the State of Iowa), and First Citizen’s National Bank and Pheasants Forever – National Association (an organization dedicated to the protection and enhancement of pheasants, quail and other upland wildlife).

THE BOARD UNANIMOUSLY RECOMMENDS THE FOREGOING COMPANY NOMINEES FOR ELECTION AS DIRECTORS AND URGES EACH SHAREHOLDER TO VOTE “FOR” ALL COMPANY NOMINEES. SHARES OF COMMON STOCK REPRESENTED AT THE ANNUAL MEETING BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED “FOR” ALL COMPANY NOMINEES.

Directors Continuing in Office

Terms expiring in 2009

John T. Byrnes, 61, has served as President and Executive Managing Director of Mason Wells, Inc. (a Milwaukee, Wisconsin-based private equity investment firm) since May 1998.  Prior to assuming that position, Mr. Byrnes was President and a director of M&I Capital Markets Group (the private equity arm of the Marshall & Ilsley Corporation) from 1985 to 1998.  Mr. Byrnes has served as a director of the Company since 1999.  Mr Byrnes is also a director of General Automotive Manufacturing LLC (a manufacturer of high precision components), The Oilgear Company (a provider of advanced technology in the design and production of unique fluid power components and electronic controls), Premix, Inc. (a developer, formulator and manufacturer of thermoset compounds and manufacturer of thermoset parts, sub-assemblies and assemblies) and The Milwaukee Institute (an independent non-profit organization dedicated to advancing research, education and economic development through expansion and more effective use of available scientific and technology resources in the Great Lakes region).

Richard J. Fotsch, 52, has served as President of the Global Power Group of Kohler Company, Kohler, WI (a manufacturer of engines and generators distributed and rented worldwide) since February 2004. Mr. Fotsch was President of the Engine Group of Navistar International Corporation (the largest U.S.-based truck and mid-range diesel engine manufacturer) from 2002 to 2004. Mr. Fotsch had previously served in various management positions with Briggs & Stratton Corporation (the world’s largest manufacturer of air-cooled gasoline engines for the outdoor power equipment industry). Mr. Fotsch has served as a director of the Company since 2000. Mr. Fotsch is a member of the Board of Trustees of Marquette University and a director of BloodCenter of Wisconsin (an institution focused on blood collection, testing, treatment and research).

3


Dr. Hermann Viets, 65, has served as President and Chief Executive Officer of the Milwaukee School of Engineering (a university located in Milwaukee, Wisconsin focused primarily on engineering education) since 1991. Dr. Viets has served as a director of the Company since 1999. Dr. Viets is also a director of Astro Med, Inc. (an electronic equipment manufacturer), Competitive Wisconsin, Inc. (an association of business, education and labor leaders promoting the State of Wisconsin), the Kern Family Foundation (an organization that provides assistance to educational programs that encourage students to pursue engineering- and technology-related careers), Pier Wisconsin (a non-profit organization whose mission is to connect innovation, science and technology with exploration, environment and Great Lakes freshwater resources), Precision Stampings, Inc. (a Beaumont, California-based company that designs, builds and runs progressive dies), Project Lead the Way (an organization focused on preparing a larger and more diversified group of students for successful engineering careers), Public Policy Forum (an independent reviewer of public policy issues), and Wenthe-Davidson Engineering Co. (a metal fabricator specializing in custom tubular products). Dr. Viets is a trustee of Polytechnic University (a private engineering school located in Brooklyn, NY) and a member of the Greater Milwaukee Committee (an organization of civic leaders promoting the economic development and social improvement of the City of Milwaukee).

Terms expiring in 2010

Marcel-Claude Braud, 55, has served as President and Chief Executive Officer of the Manitou Group, Ancenis, France, (a manufacturer of lift equipment for construction, industrial and agricultural markets) which includes Manitou BF S.A., since 1998. Mr. Braud held various management positions with various subsidiaries of the Manitou Group prior to 1998. Mr. Braud has served as a director of the Company since April 2005.

William D. Gehl, 61, has served as Chairman and Chief Executive Officer of the Company since April 2003. Prior to that time he had served as President and Chief Executive Officer of the Company since November 1992 and as Chairman of the Company since April 1996. Mr. Gehl has served as a director of the Company since 1987. Mr. Gehl is also a director and past Chairman of the Board of Wisconsin Manufacturers and Commerce (a business association promoting the improvement of the economic climate of the State of Wisconsin); a director and past Chairman of the Board of the Association of Equipment Manufacturers (a national trade association of agricultural and construction equipment manufacturers); a director of West Bend Savings Bank, West Bend, WI (a federally chartered savings bank); a director of Mason Wells, Inc., Milwaukee, Wisconsin (a private equity firm); a director of ASTEC Industries, Inc., Chattanooga, Tennessee (a manufacturer of equipment for aggregate processing, asphalt road building and pipeline and utility trenching); a director of The Oilgear Company (a provider of advanced technology in the design and production of unique fluid power components and electronic controls), and a director of FreightCar America, Chicago, IL (a manufacturer of railroad freight cars). Mr. Gehl is a member of the Florida and Wisconsin Bar Associations.

John W. Splude, 62, has served as Chairman and Chief Executive Officer of HK Systems, Inc., Milwaukee, WI (an integrator of material handling systems and a provider of supply chain software solutions) since October 1993. Mr. Splude has served as a director of the Company since 1995. Mr. Splude is also a member of the Material Handling Institute Roundtable (a trade association of material handling equipment manufacturers), a director of U.S. Bank-Wisconsin, National Association (a national bank), Ladish Co., Inc. (an aerospace manufacturer), Ministry Health Care, Milwaukee (a health care network of medical facilities located in Wisconsin and Minnesota), Superior Die (a steel process company), and a Regent of the Milwaukee School of Engineering (a university located in Milwaukee, Wisconsin focused primarily on engineering education). Mr. Splude serves on the Board of Directors of Big Brothers / Big Sisters and on the Special Advisory Board of Notre Dame Middle School.

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BOARD OF DIRECTORS

        The Company’s Board of Directors is currently comprised of eight members. The Board has determined that the following directors are independent directors as defined under Nasdaq Stock Market, Inc. (“Nasdaq”) rules: Thomas J. Boldt, John T. Byrnes, Richard J. Fotsch, Bruce D. Hertzke, John W. Splude and Hermann Viets. The Board has standing Audit, Compensation, and Nominating and Corporate Governance Committees to assist it in discharging its duties. Each of these committees has the responsibilities set forth in written charters adopted by the Board. The Company makes available on its website, www.gehl.com, copies of each of these charters free of charge. The Company is not including the information contained on or available through its website as a part of, or incorporating such information by reference into, this proxy statement. Each Committee is comprised solely of independent directors.

        The Audit Committee appoints, with shareholder approval, retains and, when appropriate, terminates the Company’s independent registered public accounting firm. The Audit Committee’s primary purpose is to provide oversight regarding the Company’s accounting and financial reporting process, system of internal control, audit process, and process for monitoring compliance with laws and regulations. The Audit Committee reviews the scope, timing and results of the audit of the Company’s financial statements by the Company’s independent registered public accounting firm and reviews with the independent registered public accounting firm management’s policies and procedures with respect to auditing and accounting controls. The Audit Committee also reviews and evaluates the independence of the Company’s independent registered public accounting firm and approves services rendered by such auditors. Messrs. Splude (Chairman), Boldt and Hertzke are members of the Audit Committee. The Audit Committee held three meetings in 2007. Each member of the Audit Committee meets the audit committee member independence requirements of the Nasdaq rules and is independent under the rules of the Securities and Exchange Commission. The Board has determined that John W. Splude qualifies as an “audit committee financial expert,” as defined in the rules of the Securities and Exchange Commission.

        The Compensation Committee determines compensation levels for the Company’s executive officers, reviews management’s recommendations as to the compensation to be paid to other key personnel and administers the Company’s equity-based incentive compensation plans. The members of the Compensation Committee are Messrs. Byrnes (Chairman), Boldt, Splude and Viets, each of whom meets the compensation committee independence requirements of the Nasdaq rules. The Compensation Committee held three meetings in 2007.

        The functions of the Nominating and Corporate Governance Committee include recommending those persons to be nominated by the Board for election as directors of the Company and recommending persons to fill vacancies on the Board. In addition, the Nominating and Corporate Governance Committee oversees the governance procedures of the Company. The members of the Nominating and Corporate Governance Committee are Messrs. Viets (Chairman), Byrnes and Fotsch, each of whom meets the nominating committee independence requirements of the Nasdaq rules. The Nominating and Corporate Governance Committee held two meetings in 2007. The Nominating and Corporate Governance Committee will consider nominees recommended by shareholders. Recommendations for consideration by the Nominating and Corporate Governance Committee should be sent to the Chairman of the Board of the Company and the Chairman of the Nominating and Corporate Governance Committee in writing together with appropriate biographical information concerning each proposed nominee. The Company’s By-laws set forth certain requirements for shareholders wishing to formally nominate director candidates for consideration by shareholders. With respect to an election of directors to be held at an annual meeting, a shareholder must, among other things, give written notice of an intent to make such a nomination to the Secretary of the Company in advance of the meeting in compliance with the terms and within the time period specified in the By-laws.

5


Nominations of Directors

        The Nominating and Corporate Governance Committee recommends to the full Board the director nominees to stand for election at the Company’s annual meetings of shareholders and to fill vacancies occurring on the Board.

        In making recommendations to the Board of nominees to serve as directors, the Nominating and Corporate Governance Committee will examine each director nominee on a case-by-case basis regardless of who recommended the nominee and take into account all factors it considers appropriate, which may include those set forth in the Company’s corporate governance guidelines. However, the Board believes the following minimum qualifications must be met by a director nominee to be recommended by the Nominating and Corporate Governance Committee:

  Each director must display high personal and professional ethics, integrity and values.

  Each director must have the ability to exercise sound business judgment.

  Each director must be highly accomplished in his or her respective field, with broad experience at the administrative and/or policy-making level in business, government, education, technology or public interest.

  Each director must have relevant expertise and experience, and be able to offer advice and guidance based on that expertise and experience.

  Each director must be independent of any particular constituency, be able to represent all shareholders of the Company and be committed to enhancing long-term shareholder value.

  Each director must have sufficient time available to devote to activities of the Board and to enhance his or her knowledge of the Company’s business.

The Board also believes the following qualities or skills are necessary for one or more directors to possess:

  One or more of the directors generally should be active or former chief executive officers of public or private companies or leaders of major complex organizations, including commercial, scientific, government, educational and other similar institutions.

  Directors should be selected so that the Board is a diverse body.

Communications with Board of Directors

        Shareholders may communicate with the full Board, or individual directors, by submitting such communications in writing to Gehl Company, Attention: Board of Directors (or the individual director(s)), 143 Water Street, West Bend, WI 53095. Such communications will be delivered directly to the director or directors to whom the correspondence is addressed.

Meetings

        The Board held six meetings in 2007. Each director attended at least 75% of the aggregate of: (i) the total number of meetings of the Board for which he was a director; and (ii) the total number of meetings held by all committees of the Board on which he served during 2007 during the period that he so served during 2007. Directors are expected to attend each annual meeting of the shareholders of the Company. All of the Company’s then current directors, except one, attended the 2007 annual meeting of shareholders.

6


PRINCIPAL SHAREHOLDERS

Directors and Management

        The following table sets forth certain information, as of February 1, 2008, regarding beneficial ownership of Common Stock by each director, Company Nominee, each of the executive officers named in the Summary Compensation Table set forth below and all directors, Company Nominees and executive officers as a group. Except as otherwise indicated in the footnotes, all of the persons listed below have sole voting and investment power over the shares of Common Stock identified as beneficially owned.

Name of Individual and Number in Group Shares of Common
Stock Beneficially
Owned(1)(2)
Percent
of Class

William D. Gehl
456,048 3.7%
Thomas J. Boldt   35,437 *
Marcel-Claude Braud     3,000(3) *
John T. Byrnes   28,285 *
Richard J. Fotsch   23,764 *
Bruce D. Hertzke -- *
John W. Splude   22,388 *
Hermann Viets   27,015 *
Brian L. Pearlman     1,000 *
Daniel M. Keyes   22,109 *
Daniel L. Miller   13,918 *
James J. Monnat   10,158 *
Malcolm F. Moore   80,555 *
Michael J. Mulcahy   24,011 *
Thomas M. Rettler   51,403 *
All directors, nominees and executive
   officers as a group (15 persons) 799,091 6.3%


* The amount shown is less than 1% of the outstanding shares.

(1) Total shares of Common Stock outstanding as of February 1, 2008 were 12,097,623.

(2) Includes shares subject to exercisable options as of February 1, 2008, and options exercisable within 60 days of such date, as follows: Mr. Gehl, 375,416 shares; Mr. Boldt, 24,000 shares; Mr. Braud, 3,000 shares; Mr. Byrnes, 18,000 shares; Mr. Fotsch, 18,000 shares; Mr. Splude, 18,000 shares; Dr. Viets, 21,000 shares; Mr. Moore, 60,108 shares; Mr. Keyes, 15,301 shares; Mr. Miller, 9,934 shares; Mr. Monnat, 2,591 shares; Mr. Mulcahy, 8,445 shares; Mr. Rettler, 34,306 shares; and all directors, Company Nominees and executive officers as a group, 608,101 shares.

(3) Manitou BF S.A. owns 1,748,046 shares of Common Stock. See “Principal Shareholders – Other Beneficial Owners.” Mr. Braud is President and Chief Executive Officer of the Manitou Group, the parent company of Manitou BF S.A.

7


Other Beneficial Owners

        The following table sets forth certain information regarding beneficial ownership as of December 31, 2007 by the only persons known to the Company to own 5% or more of the outstanding Common Stock. The beneficial ownership information set forth below has been reported in filings made by the beneficial owners with the Securities and Exchange Commission.

Amount and Nature of
Beneficial Ownership

Voting Power
Investment Power
Name and Address of
Beneficial Owner

Sole
Shared
Sole
Shared
Aggregate
Percent
of Class

Manitou BF S.A. 1,748,046 -0- 1,748,046 -0- 1,748,046 14.4%
Z1 430 Route l’Aubiniere
BP 249
Ancenis Cedex
France 44158          

Jeffrey L. Gendell(1)
-0- 1,193,422 -0- 1,193,422 1,193,422 9.9%
55 Railroad Avenue Greenwich,
CT 06830

Dimensional Fund
1,035,269 -0- 1,035,269 -0- 1,035,269 8.6%
 Advisors, L.P.
1299 Ocean Avenue
Santa Monica, CA 90401

Royce & Associates, LLC
774,068 -0- 774,068 -0- 774,068 6.4%
1414 Avenue of the Americas
New York, NY 10019

Wellington Management
-0- 458,400 -0- 708,400 708,400 5.9%
 Company, LLP
75 State Street
Boston, MA 02109

(1) Represents a joint filing by Jeffrey L. Gendell and the following affiliates of Jeffrey L. Gendell: Tontine Overseas Associates, L.L.C.; Tontine Capital Partners, L.P.; and Tontine Capital Management, L.L.C.

8


COMPENSATION DISCUSSION AND ANALYSIS

Overview of Executive Compensation Philosophy

        The Company recognizes the importance of maintaining sound principles for the development and administration of its executive compensation and benefit programs. Specifically, the Company’s executive compensation and benefit programs are designed to advance the following core principles:

  The Company strives to compensate its executive officers at competitive levels to ensure it attracts and retains a highly-competent, committed executive team.

  The Company provides its executive officers with the opportunity to earn competitive pay as measured against the 2007 Towers Perrin executive compensation Benchmark Survey Data of general industry companies of a comparable size (“Benchmark Survey Data”). The survey data consists of hundreds of companies and regression analysis is performed to size-adjust the data to reflect the Company’s annual revenue of approximately $500M.

  The Company links its executive officers’ compensation, particularly annual cash bonuses, to established Company financial performance goals and personal performance objectives.

        The Company believes that a focus on these principles will benefit the Company and, ultimately, its shareholders in the long-term by ensuring that the Company can attract and retain highly-qualified executive officers who are committed to the Company’s long-term success.

Role of the Compensation Committee

        The Compensation Committee is appointed by the Board, and consists entirely of directors who are “outside directors” for purposes of Section 162(m) of the Internal Revenue Code and “non-employee directors” for purposes of the Securities Exchange Act of 1934. Messrs. Byrnes (Chairman), Boldt, Splude and Viets are members of the Compensation Committee.

        The Compensation Committee determines compensation levels for the Company’s executive officers, reviews management’s recommendations as to the compensation to be paid to other key personnel and administers the Company’s equity-based compensation plans.

        The Compensation Committee reviews and determines (in consultation with the Chief Executive Officer other than with respect to his own compensation) the Company’s compensation and benefit programs, with the objective of ensuring the executive compensation and benefit programs are consistent with the Company’s compensation philosophy. The Compensation Committee is responsible for establishing the executive compensation packages offered to the executive officers. The Compensation Committee administers and has final authority for setting awards under the Company’s annual cash incentive and long-term equity incentive based plans.

9


        The Compensation Committee reviews data from market surveys, proxy statements and independent consultants to assess the Company’s competitive position with respect to the following components of executive compensation:

  base salary;

  annual incentives; and

  long-term incentive compensation.

The objective of the Compensation Committee is to establish base compensation at a competitive level compared with Benchmark Survey Data. The Compensation Committee believes that paying total compensation near or slightly above the 50th percentile of the Benchmark Survey Data constitutes a competitive level of total compensation as to the named executive officers.

        The Compensation Committee also considers individual performance, level of responsibility, skills and experience, and internal comparisons among executive officers in determining base salary levels. For annual and long-term incentives, the Compensation Committee, in addition to Benchmark Survey Data analysis, considers internal comparisons and other existing compensation awards or arrangements in making compensation decisions and recommendations. In its decision-making process, the Compensation Committee receives and considers the recommendations of the Company’s Chief Executive Officer as to executive compensation to be paid to all of the other officers. Decisions regarding adjustments to future base salaries, annual incentives and long-term incentives are made concurrent with the assessment of the executive officers’ performance for the year. Adjustments generally become effective in January of each year.

        In fulfilling its objectives as described above, the Compensation Committee took the following steps in 2007:

  Engaged Towers Perrin to provide competitive Benchmark Survey Data;

  Assessed the competitiveness of the Company’s overall executive compensation and benefits program;

  Aligned executive compensation structures based on targeting a competitive level of pay as measured against the Benchmark Survey Data;

  Reviewed the performance of the Company’s Chief Executive Officer and determined the total compensation earned, paid or awarded to the Chief Executive Officer independent of input from him and based on competitive levels as measured against the Benchmark Survey Data; and

  Reviewed the performance of the Company’s other executive officers and other key employees with assistance from the Chief Executive Officer, and determined proper total compensation based on competitive levels as measured against the Benchmark Survey Data.

10


Role of Management and Independent Advisors

        The Compensation Committee meets regularly in separate executive sessions without management personnel present and also requests periodically that certain of the Company’s executive officers attend meetings. During 2007, Mr. Gehl and Mr. Rettler attended both of the Compensation Committee meetings related to 2007 compensation and the rescheduled December 2006 meeting at the Compensation Committee’s request to advise the Committee regarding the Company’s performance and to recommend proposed modifications to the Company’s compensation and benefits. The Compensation Committee also relied to a certain extent on Mr. Gehl’s evaluation of other executive officers whose day-to-day performance is not as visible to the Committee as it is to Mr. Gehl.

Total Compensation

        The Company intends to continue its strategy of compensating its executive officers at competitive levels through programs that emphasize performance-based incentive compensation in the form of cash and equity-based awards. To that end, total executive compensation is structured to ensure that, due to the nature of the Company’s business, there is an appropriate balance focused on the Company’s long-term versus short-term performance, and also a balance between the Company’s financial performance and the individual performance of executive officers. The Company determines the balance as well as amount of compensation based on the Benchmark Survey Data. The Company believes that the total compensation paid or awarded to the executive officers during 2007 was consistent with the Company’s financial performance and the individual performance of each of the Company’s executive officers. The Company also believes that this total compensation was reasonable in its totality and is consistent with its compensation philosophies as described above. Mr. Gehl’s total compensation materially exceeded the compensation of the other named executive officers due to his tenure, level of responsibility and expertise in his position. For the same reason, Mr. Moore’s compensation materially exceeded the compensation of Messrs. Rettler, Keyes and Miller.

Elements of Compensation

Base Salary

        The Compensation Committee strives to establish competitive base salaries for the Company’s executive officers as measured against the Benchmark Survey Data. Base salaries for executive officers are determined based upon job responsibilities, level of experience, individual performance, comparisons to the salaries of executives in similar positions as compared to the Benchmark Survey Data as well as internal comparisons of the relative compensation paid to the members of the Company’s executive team. For 2007, the annual base salaries of Messrs. Gehl, Moore, Rettler, Keyes and Miller increased by 17.4%, 4.0%, 7.2%, 5.0% and 5.0%, respectively. These increases resulted from a combination of factors, including individual and corporate performance, competitive market considerations and changes in responsibilities. Base salaries of the executive officers are reviewed annually. In 2007, base salaries paid to Messrs. Gehl, Moore, Rettler, Keyes and Miller represented 26%, 34%, 48%, 50% and 52%, respectively, of their total compensation.

11


Executive Incentive Plan

        The Company’s Executive Incentive Plan provides for the award of annual cash bonuses to the Company’s executive officers.

        The Executive Incentive Plan is intended to provide an incentive to meet and exceed financial and personal goals, and to promote a superior level of performance. Within the overall context of the Company’s compensation philosophy and culture, the specific objectives of the plan are to:

  Provide competitive levels of total cash compensation;

  Align pay with organizational and individual performance;

  Focus executive attention on key business metrics;

  Provide a significant incentive for achieving and exceeding performance goals; and

  Create a focus on shareholder value.

        The Compensation Committee adopted the Executive Incentive Plan, including its overall design and performance goals, in 2004. On an annual basis, the Compensation Committee reaffirms the overall plan design and performance goals. At that time, the Compensation Committee determines performance levels for the financial performance goals, individual performance goals and related performance levels, and the target payout (expressed as a percentage of base salary) for each executive officer, in each case for that year. The Compensation Committee weighted the components of the Plan to properly reflect the priority of the objectives of the Plan discussed above. The performance goals for executive officers and their relative weight are as follows:

Performance Goal Weight
Company consolidated net income before tax,  
less non-recurring items 55%
Return on assets (as defined in the plan) 25%
Individual objectives 20%

        Payouts for each of the two financial performance goals are calculated based on a non-linear formula. Under that formula:

  If 80% of the target performance level for a goal is achieved, then each participant would receive a payment equal to 50% of the participant’s weighted target payout for that goal; and

  If 122% of the target performance level for a goal is achieved, then each participant would receive a payment equal to 150% of the participant’s weighted target payout for that goal.

        Payments for performance levels between 80% and 122% of the target would be between 50% and 150% of the participant’s weighted target payout for that goal, based on the formula.

        For 2007, the specific performance targets for the executive officers were net income before taxes, less non-recurring items, of $42,151,000 and return on assets of 11.4%. The specific performance targets are set relative to the annual business plan. The Company’s Chief Executive Officer and Chief Operating Officer annually determine for each participant individual performance goals related to the participant’s areas of responsibility and related performance levels (except for the Chief Executive Officer’s performance goals and levels, which are determined by the Compensation Committee).

12


        In addition to setting performance targets, the Compensation Committee also sets each executive officer’s target bonus percentage amount. This amount is based on a percentage of each executive officer’s base salary. In determining the target bonus percentage amount, the Compensation Committee considers the executive officer’s base salary and determines what target bonus percentage amount is required to keep the executive officer’s annual total cash compensation, assuming the bonus is earned, at a competitive level as compared to the Benchmark Survey Data. For 2007, Messrs. Gehl, Moore, Rettler, Keyes and Miller had a target bonus percentage amount of 65%, 55%, 45%, 35% and 35%, respectively, which equated to a targeted bonus amount of $367,000, $207,000, $128,000, $76,000 and $63,000, respectively, which was to be paid upon the achievement of the above-described performance targets for each of such officers. In 2007, Messrs. Gehl, Moore, Rettler, Keyes and Miller earned cash bonuses of 70%, 72%, 70%, 71% and 72% of their targeted bonus amount, respectively. In 2007, cash bonuses earned by Messrs. Gehl, Moore, Rettler, Keyes and Miller represented 12%, 14%, 15%, 13% and 13%, respectively, of the their total compensation. For 2008, the target bonus percentage amounts for each of Messrs. Gehl, Moore, Rettler, Keyes and Miller are 65%, 55%, 45%, 35% and 35%, which will equate to a targeted bonus amount of $384,000, $215,000, $132,000, $81,000 and $66,000, respectively. Because of the relative importance of the Executive Incentive Plan to total compensation and its direct link to the achievement of specific performance targets, the Company believes that the Executive Incentive Plan is an important part of its compensation program.

Equity Awards

        To provide an additional performance incentive for its executive officers and other key management personnel, the Company’s executive compensation package includes stock options, cash-settled stock appreciation rights and restricted stock grants. Under the Company’s 2004 Equity Incentive Plan, the Compensation Committee also has the authority to grant, in addition to stock options, restricted stock, stock appreciation rights and other equity-based awards, including performance shares. The general purpose of the Company’s current equity-based plans is consistent with the basic policy of the Company’s executive compensation program, which is designed to promote the achievement of the long-range strategic goals of the Company and to enhance shareholder value. Stock options and cash-settled stock appreciation rights granted by the Company have a per share exercise price of 100% of the fair market value of a share of Common Stock on the date of grant and, accordingly, the value of the option will depend on the future market value of the Common Stock. Stock options and stock appreciation rights awarded under the Company’s 2004 Equity Incentive Plan are subject to a three-year vesting period, with one-third of the options vesting on each anniversary of the grant date. Restricted stock awarded under the 2004 Equity Incentive Plan generally will be subject to a three-year restriction period. Consideration is given to the financial performance of the Company in determining whether in the first instance to award stock options, stock appreciation rights or restricted stock, and in determining the size of any award. In addition, in recommending the size of the awards, consideration is given to the level of responsibility of the individual officers within the Company, the performance of such officer in his or her area of responsibility and the Benchmark Survey Data. Although these factors are considered, no specific weight is assigned to one factor as compared to the others in making an option, stock appreciation right or restricted stock grant determination. Stock options, stock appreciation rights and shares of restricted stock are generally granted and are effective on the date of the regularly scheduled February meeting of the Compensation Committee. On February 23, 2007, 21,488 shares of restricted stock were awarded to the executive officers, and 97,596 cash-settled stock appreciation rights were granted to the executive officers. The total awards to each executive officer were based on the Benchmark Survey Data and the division for each executive officer was 33% restricted stock and 67% cash-settled stock appreciation rights.

13


        The Company’s Compensation Committee may condition awards on the achievement of various performance goals, including return on equity, return on investment, return on net assets, shareholder value added, earnings from operations, pre-tax profits, net earnings, net earnings per share, working capital as a percent of net cash provided by operating activities, market price for the Common Stock and total shareholder return. In conjunction with selecting the applicable performance goal or goals, the Compensation Committee will also fix the relevant performance level or levels (e.g., a 15% return on equity) that must be achieved with respect to the goal or goals in order for the performance shares to be earned by the key employee. For 2007, awards were conditioned solely on the continuation of the executive officer’s employment with the Company for a period of three years from the grant date.

Other Benefits

        The Company maintains certain other plans that provide, or may provide, compensation and benefits to the Company’s executive officers. These plans are principally the Company’s pension plan, and 401(k) plan which are provided to all eligible employees and the supplemental executive retirement plan which is discussed further below.

        Pension Plan

        The Company maintains a defined benefit pension plan (the “Retirement Plan”) to provide retirement benefits to certain employees, including the executive officers. Compensation covered by the Retirement Plan for each of the named executive officers is such person’s salary as shown in the Summary Compensation Table, subject to the maximum provided in the Internal Revenue Code. The maximum was $225,000 for 2007. The Retirement Plan is designed to attract and retain key management employees who are important to the successful operation of the Company.

        Supplemental Executive Retirement Agreements

        The Company has a supplemental executive retirement agreement with each of its executive officers, which supplement each such officer’s retirement income. Under the agreements, the executive officers are entitled to receive a monthly retirement benefit for fifteen years. These additional retirement benefits are designed to attract and retain key management employees who are important to the successful operation of the Company.

        401(k) Plan

        The Company maintains a 401(k) plan for all salaried employees, including the Company’s executive officers. Pursuant to the 401(k) plan, the Company matches 50% of the first 6% of compensation contributed by the Company’s executive officers up to allowable IRS limitations. The 401(k) plan is provided to all eligible employees, including the executive officers.

        Change in Control and Severance Agreements

        The Company has authorized named executive officers to receive protection and associated benefits in the event of a covered termination following a change in control of the Company or in the event of a covered involuntary termination from the Company. The Company provides change in control and severance benefits to the named executive officers in order to retain key members of management leading up to and through a potential change in control.

14


SUMMARY COMPENSATION TABLE

        Set forth below is information regarding compensation earned by or awarded to the following of the Company’s executive officers during 2007: (i) William D. Gehl, Chairman and Chief Executive Officer; (ii) Malcolm F. Moore, President and Chief Operating Officer; (iii) Thomas M. Rettler, Vice President and Chief Financial Officer; (iv) Daniel M. Keyes, Vice President Sales and Marketing; and (v) Daniel L. Miller, Vice President Manufacturing Operations. Messrs. Moore, Keyes and Miller represent the Company’s three most highly compensated executive officers whose total compensation exceeded $100,000, other than Messrs. Gehl and Rettler, who were serving as executive officers at December 31, 2007. The identification of such named executive officers is determined based on the individual’s total compensation for 2007, as reported below in the Summary Compensation Table, other than amounts reported as the actuarial increase in pension benefit accruals.

        The following table sets forth for the Company’s named executive officers: (1) the dollar value of base salary paid and cash bonuses earned during the respective year; (2) the dollar value of the compensation cost of all outstanding stock and option awards recognized over the requisite service period, computed in accordance with SFAS No. 123R; (3) the dollar value of earnings for services pursuant to awards granted during the year under non-equity incentive plans; (4) the change in pension value during the year; (5) all other compensation for the year; and (6) the dollar value of total compensation for the year.

Name and
Principal Position

Year
Salary
($)

Stock
Awards
($)(f)

Option
Awards
($)(f)

Non-Equity
Incentive
Plan
Compensation
($)

Change in
Pension
Value
($)

All Other
Compensation
($)

Total
($)

William D. Gehl 2007 561,775 423,800 257,881 256,977 639,775 36,494(a) 2,176,702
  Chairman and 2006 481,149 179,925 309,590 310,145 640,614 41,225 1,962,648
  Chief Executive
  Officer

Malcolm F. Moore
2007 375,508 157,475 172,095 149,476 218,809 25,590(b) 1,098,953
  President and Chief 2006 361,600 108,809 215,506 201,301 274,567 22,135 1,183,918
  Operating Officer

Thomas M. Rettler
2007 284,259   97,285   93,531   90,021     6,393 15,428(c)    586,918
  Vice President and 2006 265,739   61,624 100,575 119,781 105,250 15,986    668,955
  Chief Financial
  Officer

Daniel M. Keyes
2007 216,818   66,476   67,390   54,164   16,042 11,870(d)    432,759
  Vice President 2006 206,873   42,781   72,821   73,301   30,666 11,682    438,124
  Sales and
  Marketing

Daniel L. Miller
2007 179,090   38,714   35,151   45,366   37,948 8,693(e)    344,962
  Vice President 2006 170,876   24,119   46,992   60,431   38,536 8,416    349,370
  Manufacturing
  Operations

(a) Includes: (i) $2,340 in life insurance premiums paid by the Company, (ii) $4,785 present value of split-dollar life insurance benefit paid by the Company, (iii) $16,200 in long-term disability insurance premium reimbursement and tax gross-up, (iv) $6,419 in extended-care insurance premiums paid by the Company, and (v) a matching contribution of $6,750 under the Gehl Savings Plan, a 401(k) plan.

(b) Includes: (i) $2,340 in life insurance premiums paid by the Company, (ii) $12,600 in long-term disability insurance premium reimbursement and tax gross-up, (iii) a matching contribution of $6,750 under the Gehl Savings Plan, a 401(k) plan, and (iv) $3,900 paid by the Company for physical health examination.

15


(c) Includes: (i) $1,778 in life insurance premiums paid by the Company, (ii) $6,900 in long-term disability insurance premium reimbursement and tax gross-up, and (iii) a matching contribution of $6,750 under the Gehl Savings Plan, a 401(k) plan.

(d) Includes: (i) $1,357 in life insurance premiums paid by the Company, (ii) $4,700 in long-term disability insurance premium reimbursement and tax gross-up, and (iii) a matching contribution of $5,812 under the Gehl Savings Plan, a 401(k) plan.

(e) Includes: (i) $1,120 in life insurance premiums paid by the Company, (ii) $2,200 in long-term disability insurance premium reimbursement and tax gross-up, and (iii) a matching contribution of $5,373 under the Gehl Savings Plan, a 401(k) plan.

(f) Represents the share-based compensation expense recognized by the Company during the year in accordance with SFAS No. 123R. See Note 3 to Consolidated Financial Statements in the Company’s Annual Report for the year ended December 31, 2007 for a discussion of assumptions made in the valuation of share-based compensation.

        The Company has an employment agreement with Mr. Gehl that currently runs through June 14, 2008. During the term of his employment agreement, Mr. Gehl will be paid a minimum annual base salary of $432,300. The base salary paid to Mr. Gehl under his employment agreement is reviewed at least annually by the Board or a committee thereof and may be increased or decreased at that time subject to the minimum base salary described above. Mr. Gehl’s current base salary is $565,000. Under the terms of his employment agreement, Mr. Gehl is also eligible to receive, among other benefits, non-equity incentive plan compensation (subject to achieving certain Company financial and personal performance levels) and certain life insurance coverage.

        The other named executive officers do not have employment agreements other than change in control and severance agreements, each of which, together with the estimated possible benefits payable under such agreements, are further discussed below.

16


GRANTS OF PLAN-BASED AWARDS

        The Company maintains the Executive Incentive Plan and the 2004 Equity Incentive Plan pursuant to which grants may be made to the Company’s executive officers. The following table sets forth information regarding all such incentive plan awards that were made to the named executive officers in 2007. The information supplements the dollar value disclosure of options and stock awards in the Summary Compensation Table by providing additional details about such awards. No other equity incentive awards were granted to the named executive officers in 2007. Cash awards pursuant to the Executive Incentive Plan are determined pursuant to the specific financial performance targets described below and individual performance goals for each of the named executive officers.

Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1)

All Other
Stock Awards:
All Other
Option Awards:
No. of
Exercise
or Base
Grant Date
Name
Grant Date
Threshold
($)

Target
($)

Maximum
($)

No. of Shares
of Stock or
Units

Securities
Underlying
Options

Price
of Option
Awards

Fair Value
of Stock and
Option Awards

William D. Gehl 12/21/2007 192,000 384,000 575,000
2/23/2007 8,929 40,552 $28.68 $707,022

Malcolm F. Moore
12/21/2007 107,000 215,000 322,000
2/23/2007 5,119 23,250 $28.68 $405,353

Thomas M. Rettler
12/21/2007 66,000 132,000 198,000
2/23/2007 3,571 16,221 $28.68 282,794

Daniel M. Keyes
12/21/2007 41,000 81,000 122,000
2/23/2007 2,381 10,814 $28.68 $188,539

Daniel L. Miller
12/21/2007 33,000 66,000 99,000
2/23/2007 1,488 6,759 $28.68 $117,836

At the December 21, 2007 Compensation Committee meeting, pursuant to its annual practice, the Compensation Committee established financial performance targets for the 2008 Executive Incentive Plan. The specific performance targets for the executive officers for 2008 are net income before taxes, less non-recurring items, of $23,071,000 and return on assets of 5.5%.

17


OUTSTANDING EQUITY AWARDS AT YEAR-END

        The following table sets forth information on outstanding option and stock awards held by the named executive officers at December 31, 2007, including the number of shares underlying both exercisable and unexercisable portions of each stock option or cash-settled stock appreciation right, as well as the exercise price and expiration date of each outstanding option or stock appreciation right.

Option Awards
Stock Awards
Name
No. of Securities
Underlying
Unexercised
Options
(Exercisable)

No. of
Securities
Underlying
Unexercised
Options
(Unexercisable)

Option
Exercise
Price

Option
Expiration Date

No. of Shares
or Units of
Stock
That Have
Not Vested

Market Value
of Shares or
Units of
Stock That
Have
Not Vested

William D. Gehl 29,000 $    9.33 12/17/08
45,000 $  11.83 12/16/09
75,000 $    8.08 12/14/10
97,500 $    9.93 12/13/11
12,500 $    5.89 12/19/12
45,000 $    9.06 12/18/13
54,000 $  16.63 12/15/14
8,708 17,416(1) $  34.04 2/23/16 8,337(2) $  133,725
-- 40,552(5) $  28.68 2/22/17 8,929(4) $  143,221

Malcolm F. Moore 12,000 $    9.06 12/18/13
36,750 $  16.63 12/15/14
5,679 11,358(1) $  34.04 2/23/16 5,437(2) $    87,209
-- 23,250(5) $28.68 2/22/17 5,119(4) $    82,109

Thomas M. Rettler 22,500 $  12.02 8/22/14 7,500 $  120,300
3,525 $  16.63 12/15/14
4,141 8,281(1) $  34.04 2/23/16 3,964(2) $    63,583
-- 16,221(5) $  28.68 2/22/17 3,571(4) $    57,279

Daniel M. Keyes 2,500 $    9.06 12/18/13
6,800 $  16.63 12/15/14
3,000 6,001(1) $  34.04 2/23/16 2,872(2) $    46,067
-- 10,814(5) $  28.68 2/22/17 2,381(4) $    38,191

Daniel L. Miller 3,500 $    9.06 12/18/13
3,000 $  16.63 12/15/14
1,717 3,434(1) $  34.04 2/23/16 1,644(2) $    26,370
-- 6,759(5) $  28.68 2/22/17 1,488(4) $    23,868

(1) Options vest 1/3 on each anniversary date of grant (2/24/06) and are fully vested on 2/24/09
(2) Restrictions released on 2/24/09
(3) Restrictions released on 8/23/09
(4) Restrictions released on 2/23/10
(5) Cash-settled stock appreciation rights vest 1/3 on each anniversary date of grant (2/23/07) and are fully vested on 2/23/10

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OPTION EXERCISES AND STOCK VESTED

        The following table sets forth information regarding each exercise of stock options and vesting of restricted stock that occurred during 2007 for each of the Company’s named executive officers on an aggregated basis:

Name
Number of Shares
Acquired on Exercise

Value Realized on
Exercise

Number of Shares
Acquired on Vesting

Value Realized
on Vesting

William D. Gehl 15,000 $  252,465 18,000 $  299,340

Malcolm F. Moore
-- -- 10,200 $  169,626

Thomas M. Rettler
-- -- 990 $    16,464

Daniel M. Keyes
-- -- 2,737 $    45,516

Daniel L. Miller
-- -- 1,500 $    24,945

PENSION BENEFITS

        The following table sets forth the actuarial present value of each named executive officer’s accumulated benefits under the Company’s pension plan and supplemental executive retirement plan as of December 31, 2007, assuming benefits are paid at age 65 for the Gehl Company Retirement Plan B and age 62 for the supplemental retirement benefit agreement based on current levels of compensation. See Note 11 in Notes to Consolidated Financial Statements for a discussion of assumptions made in determining pension benefits. The table also shows the number of years of credited service under each such plan.

Name
Plan Name
Number of Years
Credited Service

Present Value of
Accumulated Benefits

William D. Gehl Gehl Company Retirement Plan B 15 $     266,666
Supplemental retirement benefit agreement 15 $  3,432,848

Malcolm F. Moore
Gehl Company Retirement Plan B 8 $     112,750
Supplemental retirement benefit agreement 8 $  1,480,304

Thomas M. Rettler
Gehl Company Retirement Plan B Supplemental 3 $       26,656
retirement benefit agreement 3 $     575,291

Daniel M. Keyes
Gehl Company Retirement Plan B Supplemental 7 $       27,944
retirement benefit agreement 7 $     175,496

Daniel L. Miller
Gehl Company Retirement Plan B Supplemental 6 $       37,888
retirement benefit agreement 6 $     270,333

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Retirement Plan

        The Company maintains a defined benefit pension plan (the “Retirement Plan”) to provide retirement benefits to certain employees, including the executive officers. The following table estimates various annual benefits payable at age 65 to participants with the years of service and average compensation levels set forth below:

Estimated Annual Benefits Payable at Age 65 for Indicated Years of Credited Service
Final Annual Average
Compensation

5 Years
10 Years
15 Years
20 Years
25 Years
35+ Years
$  75,000 $3,750 $7,500 $11,250 $15,000 $18,750 $26,250
  100,000   5,000 10,000   15,000   20,000   25,000   35,000
  130,000   6,500 13,000   19,500   26,000   32,500   45,500
  170,000   8,500 17,000   25,500   34,000   42,500   59,500
  200,000 10,000 20,000   30,000   40,000   50,000   70,000
  225,000 11,250 22,500   33,750   45,000   56,250   78,750

        A participant may elect one of several single-life or joint-and-survivor annuity payment options, which provide monthly retirement benefits calculated on an actuarial basis. Benefits under the Retirement Plan are not reduced by a participant’s Social Security benefits. The Retirement Plan provides for reduced early-retirement benefits, upon the beneficiary reaching 55 years of age and having completed five years of service and pre-retirement death benefits. Messrs. Gehl and Moore are currently eligible for early retirement benefits under the Retirement Plan whereby each named executive officer’s retirement benefit is reduced by 5% for each year that the named executive officer retires before reaching the age of 65.

        Compensation covered by the Retirement Plan for each of the named executive officers is such person’s salary as shown in the Summary Compensation Table, subject to the maximum provided in the Internal Revenue Code. The maximum was $225,000 for 2007. The number of years of credited service as of December 31, 2007 that will be recognized for each of the named executive officers is set forth in the pension benefits table.

Supplemental Retirement Benefit Agreements

        The Company has entered into a supplemental retirement benefit agreement under which Mr. Gehl will receive a monthly retirement benefit for fifteen years. Under the agreement, the monthly benefit to be received by Mr. Gehl is computed by multiplying the percentage by which benefits have vested by an amount equal to 60% of average monthly compensation, computed by reference to the highest base salary and cash bonus earned for any five calendar years within the last ten completed calendar years of service preceding termination, less any amounts Mr. Gehl would be entitled to receive under the Retirement Plan or pursuant to Social Security. The agreement provides for a pre-retirement death benefit consisting of the greater of ten annual payments in the amount of 40% of the average annual compensation, computed by reference to the base salaries and cash bonuses from the Company paid to Mr. Gehl during his five highest paid calendar years within the ten completed calendar years preceding the date of death or the benefit that would have been paid to the beneficiary if the employee had terminated employment immediately prior to the employee’s death. Benefits vest under the agreement at a rate of 10% per year for the first four years of service with the Company and are deemed to be fully vested after five years. Mr. Gehl is fully vested under his agreement. In the event of an involuntary termination within two years after a change of control of the Company, the present value of the benefit is payable in a lump-sum. The supplemental retirement benefit agreement also contains a covenant not to compete that covers Mr. Gehl for a two-year period following his termination of employment. Failure to comply with such provision will result in a forfeiture of benefits under the agreement.

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        The Company has also entered into supplemental retirement benefit agreements under which Messrs. Moore, Rettler, Keyes and Miller will receive a monthly retirement benefit for fifteen years. Under the agreements, the monthly benefit to be received by each of Messrs. Moore, Rettler, Keyes and Miller is computed by multiplying a vesting percentage by the product of: (i) the average monthly compensation, computed by reference to the highest base salary and cash bonus earned by the executive for any five calendar years within the last ten completed calendar years of service preceding termination; and (ii) for Mr. Moore, 50% less pension and Social Security; for Mr. Rettler, 40%; and for Messrs. Keyes and Miller, 30%. The supplemental retirement benefit agreements provide for a pre-retirement death benefit consisting of the greater of five annual payments in the amount of 40% of the average annual salary, computed by reference to the base salaries and cash bonuses from the Company paid to the executive during his five highest paid calendar years within the ten completed calendar years preceding the date of death or the benefit that would have been paid to the beneficiary if the employee had terminated employment immediately prior to the employee’s death. Benefits vest under the supplemental retirement benefit agreement at a rate of 10% per year for the first four years and are deemed to be fully vested after five years. In the event there is an involuntary termination within two years of a change of control of the Company, benefits become 100% vested and the present value of each benefit (calculated using a discount rate equal to the “GATT” interest rate that would be used by Gehl Company Retirement Income Plan “B” to calculate the amount of a lump sum distribution to be made on the same date as the payment hereunder) is payable in a lump-sum. As of December 31, 2007, Mr. Rettler had three years of credited service, and Messrs. Moore, Keyes and Miller were fully vested under their respective supplemental retirement benefit agreements. The supplemental retirement benefit agreements also contain a covenant not to compete that covers Messrs. Moore, Rettler, Keyes and Miller for a two-year period following termination of employment. Failure to comply with such provisions will result in a forfeiture of benefits under the agreements.

        Assuming full vesting and salary levels at December 31, 2007, the annual benefits payable to Messrs. Gehl, Moore, Rettler, Keyes and Miller under the supplemental retirement benefit agreements would be $354,689, $199,908, $141,016, $70,935 and $58,402, respectively.

        The supplemental retirement benefit agreements define “change of control” as follows:

  Securities of the Company representing 25% or more of the combined voting power of the Company’s then outstanding voting securities are acquired pursuant to a tender offer or an exchange offer; or

  The shareholders of the Company approve a merger or consolidation of the Company with any other corporation as a result of which less than fifty percent (50%) of the outstanding voting securities of the surviving or resulting entity are owned by the former shareholders of the Company (other than a shareholder who is an “affiliate,” as defined under rules promulgated under the Securities Act of 1933, as amended, of any party to such consolidation or merger); or

  The shareholders of the Company approve the sale of substantially all of the Company’s assets to a corporation which is not a wholly-owned subsidiary of the Company; or

  Any person becomes the “beneficial owner,” as defined under rules promulgated under the Securities Exchange Act of 1934, as amended, directly or indirectly of securities of the Company representing twenty-five (25%) or more of the combined voting power of the Company’s then outstanding securities the effect of which (as determined by the Board) is to take over control of the Company; or

  During any period of two consecutive years, individuals who, at the beginning of such period, constituted the Board cease, for any reason, to constitute at least a majority thereof, unless the election or nomination for election of each new director was approved by the vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

21


DISCLOSURE REGARDING TERMINATION AND
CHANGE IN CONTROL PROVISIONS

        The following tables describe the potential payments upon termination or a change in control. These tables assume the executive officer’s employment was terminated on December 31, 2007, the last business day of the Company’s fiscal year, and the price per share was $16.04, the closing price of the Company’s common stock on December 31, 2007, the last trading day of the year. Descriptions of the circumstances that would trigger payments or the provision of benefits to the named executive officers, how such payments and benefits are determined under the circumstances, material conditions and obligations applicable to the receipt of payments or benefits and other material factors regarding such agreements and plans, as well as other material assumptions that the Company has made in calculating the estimated compensation, follow these tables. For purposes of preparing the disclosure tables regarding termination and change in control provisions, the supplemental retirement benefit listed for termination events other than death or in connection with a change in control, represents the present value of the executive’s vested supplemental retirement benefit assuming payments commence at age 62. The present value was determined using a discount rate of 6.25%.

William D. Gehl

Executive Benefits
and Payments
Upon Termination
Termination by
Company for
Cause or by
Executive
Termination by
Company not
for Cause
Death Termination by
Company not for Cause
or by Executive for
Good Reason Following
Change in Control
Compensation:          
    Executive Incentive Plan        $    256,977  
    Severance    $ 1,130,000     $ 2,833,737  
    Stock Options Unvested & Accelerated      $              --   $              --  
    Restricted Stock Unvested & Accelerated      $    276,946   $    276,946  
Benefits and Perquisites: 
    Supplemental Retirement Benefits  $ 3,432,848   $ 3,432,848   $ 3,432,848   $ 3,796,327  
    Health Benefits    $      21,072     $      21,072  
    Outplacement Services        $    113,000  
    Reduction for 280G Tax Limitation        $   (142,362 )

Total:  $ 3,432,848   $ 4,583,920   $ 3,709,794   $ 7,155,697  

Malcolm F. Moore

Executive Benefits
and Payments
Upon Termination
Termination by
Company for
Cause or by
Executive
Termination by
Company not
for Cause
Death Termination by
Company not for Cause
or by Executive for
Good Reason Following
Change in Control
Compensation:          
    Executive Incentive Plan        $    149,476  
    Severance    $    376,064     $ 1,248,422  
    Stock Options Unvested & Accelerated      $              --   $              --  
    Restricted Stock Unvested & Accelerated      $    169,318   $    169,318  
Benefits and Perquisites: 
    Supplemental Retirement Benefits  $ 1,480,304   $ 1,480,304   $ 1,480,304   $ 1,747,557  
    Health Benefits    $      13,435     $      26,870  
    Outplacement Services        $      75,213  
    Reduction for 280G Tax Limitation        $              --  

Total:  $ 1,480,304   $ 1,869,803   $ 1,649,622   $ 3,416,856  

22


Thomas M. Rettler

Executive Benefits
and Payments
Upon Termination
Termination by
Company for
Cause or by
Executive
Termination by
Company not
for Cause
Death Termination by
Company not for Cause
or by Executive for
Good Reason Following
Change in Control
Compensation:          
    Executive Incentive Plan        $      90,021  
    Severance    $    285,000     $    826,212  
    Stock Options Unvested & Accelerated      $              --   $              --  
    Restricted Stock Unvested & Accelerated      $    241,162   $    241,162  
Benefits and Perquisites: 
    Supplemental Retirement Benefits  $    172,587   $    172,587   $    626,868   $    785,480  
    Health Benefits    $      10,536     $      21,072  
    Outplacement Services        $      57,000  
    Reduction for 280G Tax Limitation        $   (299,761 )

Total:  $    172,587   $    468,123   $    747,730   $ 1,721,186  

Daniel M. Keyes

Executive Benefits
and Payments
Upon Termination
Termination by
Company for
Cause or by
Executive
Termination by
Company not
for Cause
Death Termination by
Company not for Cause
or by Executive for
Good Reason Following
Change in Control
Compensation:          
    Executive Incentive Plan        $       54,164  
    Severance    $    217,216     $    600,598  
    Stock Options Unvested & Accelerated      $              --   $              --  
    Restricted Stock Unvested & Accelerated      $      84,258   $      84,258  
Benefits and Perquisites: 
    Supplemental Retirement Benefits  $    175,496   $    175,496   $    420,442   $    270,713  
    Health Benefits    $      11,454     $      22,908  
    Outplacement Services        $      43,443  
    Reduction for 280G Tax Limitation        $              --  

Total:  $    175,496   $    404,166   $    504,700   $ 1,076,084  

Daniel L. Miller

Executive Benefits
and Payments
Upon Termination
Termination by
Company for
Cause or by
Executive
Termination by
Company not
for Cause
Death Termination by
Company not for Cause
or by Executive for
Good Reason Following
Change in Control
Compensation:          
    Executive Incentive Plan        $      45,366  
    Severance    $    179,419     $    498,188  
    Stock Options Unvested & Accelerated      $              --   $              --  
    Restricted Stock Unvested & Accelerated      $      50,237   $      50,237  
Benefits and Perquisites: 
    Supplemental Retirement Benefits  $    270,333   $    270,333   $    346,157   $    357,902  
    Health Benefits    $      11,454     $      22,908  
    Outplacement Services        $      35,884  
    Reduction for 280G Tax Limitation        $              --  

Total:  $    270,333   $    461,206   $    396,394   $ 1,010,485  

23


CEO’s Employment Agreement

        The Company has an employment agreement with Mr. Gehl under which he is entitled to a minimum base salary, non-equity incentive plan compensation (subject to achieving certain Company financial and personal performance levels), participation in the Company’s benefits plans and certain life insurance coverage. Under that agreement, if for any reason other than for cause or Mr. Gehl’s death or disability, and other than in connection with a change in control of the Company, the employment of Mr. Gehl is terminated before the term of employment has been completed, Mr. Gehl will be entitled to receive his base salary for two full years from the date of termination, as well as the opportunity to continue to participate in the Company’s employee benefit plans for such period.

        Pursuant to his agreement, in the event of a change in control of the Company, the term of Mr. Gehl’s employment will automatically be extended to a date that is two years after the change in control. In addition, upon the change in control, Mr. Gehl’s unvested stock options shall immediately vest and any restrictions on any other benefits granted to Mr. Gehl will terminate and those benefits shall become immediately exercisable or payable, as the case may be.

        If, during the two-year period following a change in control, the Company terminates Mr. Gehl’s employment (other than for cause), or if Mr. Gehl terminates his employment for “good reason,” including as a result of significant changes in his working conditions or status without his consent, or after his continued employment for six months following the change in control, then Mr. Gehl will receive all accrued but unpaid benefits to the date of his termination, plus a lump-sum termination payment equal to three times the sum of his current base salary and the highest bonus he earned during the preceding five years, the present value of his benefits under his most current Supplemental Retirement Benefit Agreement (calculated using a discount rate equal to the “GATT” interest rate that would be used by Gehl Company Retirement Income Plan “B” to calculate the amount of a lump sum distribution to be made on the same date as the payment hereunder), and outplacement services or, in lieu thereof, receive a lump-sum cash payment of $15,000. For purposes of preparing the disclosure tables regarding termination and change in control provisions, it is assumed that the outplacement services provided will be 20% of Mr. Gehl’s base salary, the maximum amount allowed under his employment agreement. Mr. Gehl’s agreement also provides that he will receive family medical benefits for two years following such termination. Mr. Gehl’s employment agreement also provides the benefits described above in connection with certain terminations that are effected in anticipation of a change in control. The foregoing termination payment and other benefits may be reduced to the extent necessary to avoid an “excess parachute payment” under the Internal Revenue Code, but only if such reduction would result in a greater after-tax benefit to Mr. Gehl. For purposes of preparing the disclosure tables regarding termination and change in control provisions, it is assumed that no portion of the payments described above would be discounted as attributable to reasonable compensation for services provided after the change in control or attributed to any non-competition agreement. Further, it is assumed that it will be proven, by clear and convincing evidence, that the awards of stock options and restricted stock in 2007 were not made in connection with or contemplation of a change in control of the Company.

        Under his employment agreement, Mr. Gehl is subject to a covenant not to compete following termination of his employment with the Company. Failure to comply with the covenant will result in a forfeiture of benefits under the agreement.

        Mr. Gehl’s employment agreement defines the following terms:

  “Cause” means termination by action of the Company’s Board because of the failure of Mr. Gehl to fulfill his obligations under his employment agreement or because of serious willful misconduct by Mr. Gehl in respect of his obligation under his employment agreement, as, for example, the commission by Mr. Gehl of a felony or the perpetration by Mr. Gehl of a common-law fraud against the Company or any major material action (i.e., not procedural or operational differences) taken against the expressed directive of the Board.

24


  “Change in Control” is defined as one of the following:

  Securities of the Company representing 25% or more of the combined voting power of the Company’s then outstanding voting securities are acquired pursuant to a tender offer or an exchange offer; or

  The shareholders of the Company approve a merger or consolidation of the Company with any other corporation as a result of which less than fifty percent (50%) of the outstanding voting securities of the surviving or resulting entity are owned by the former shareholders of the Company (other than a shareholder who is an “affiliate,” as defined under rules promulgated under the Securities Act of 1933, as amended, of any party to such consolidation or merger); or

  The shareholders of the Company approve the sale of substantially all of the Company’s assets to a corporation which is not a wholly-owned subsidiary of the Company; or

  Any person becomes the “beneficial owner,” as defined under rules promulgated under the Securities Exchange Act of 1934, as amended, directly or indirectly, of securities of the Company representing twenty-five (25%) or more of the combined voting power of the Company’s then outstanding securities the effect of which (as determined by the Board) is to take over control of the Company; or

  During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board of the Company cease, for any reason, to constitute at least a majority thereof, unless the election or nomination for election of each new director was approved by the vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

“Good Reason” is defined as the occurrence of any one of the following events or conditions after, or in anticipation of, the Change in Control.

  The removal of Mr. Gehl from, or any failure to reelect or reappoint Mr. Gehl to, any of the positions held with the Company on the date of the Change in Control or any other positions with the Company to which Mr. Gehl shall thereafter be elected, appointed or assigned, except in connection with the termination of his employment for disability, Cause, as a result of his death or by Mr. Gehl other than for Good Reason;

  A good faith determination by Mr. Gehl that there has been a significant adverse change, without Mr. Gehl’s written consent, in Mr. Gehl’s working conditions or status with the Company from such working conditions or status in effect immediately prior to the Change in Control, including but not limited to (A) a significant change in the nature or scope of Mr. Gehl’s authority, powers, functions, duties or responsibilities, or (B) a significant reduction in the level of support services, staff, secretarial and other assistance, office space and accoutrements;

  Any material breach by the Company of any provision of Mr. Gehl’s employment agreement;

  Any purported termination of Mr. Gehl’s employment for cause by the Company which is determined under the employment agreement not to be for conduct encompassed in the definition of Cause contained herein;

25


  The failure of the Company to obtain an agreement, satisfactory to Mr. Gehl, from any successor or assign of the Company, to assume and agree to perform his employment agreement, as contemplated in the employment agreement;

  The Company’s requiring Mr. Gehl to be based at any office or location which is not within a fifty (50) mile radius of West Bend, Wisconsin, except for travel reasonably required in the performance of Mr. Gehl’s responsibilities hereunder, without Mr. Gehl’s consent; or

  Any voluntary termination of employment by Mr. Gehl for any reason where the notice of termination is delivered by Mr. Gehl to the Company at any time within ninety (90) days following the six-month anniversary of the Change in Control.

Change in Control and Severance Agreements

        The Company has in effect severance agreements with each of Messrs. Moore, Rettler, Keyes and Miller. Pursuant to the terms of their respective severance agreements, in the event of a change in control of the Company, Messrs. Moore, Rettler, Keyes and Miller will be granted two-year employment terms with the Company and will be entitled to such base salaries, bonus opportunities and other benefits substantially equivalent to those to which they were entitled immediately prior to the change in control. In addition, upon the change in control, their unvested stock options will automatically vest and any restrictions on any other benefits granted to them shall terminate and those benefits shall become fully vested.

        If, during the two-year employment period following a change in control, the Company terminates the executive officer’s employment, or if the officer terminates his employment for “good reason,” including as a result of significant changes in the executive officer’s working conditions or status without his consent, then the officer will receive all accrued but unpaid benefits to the date of termination, family medical benefits for two years after such termination, a lump-sum termination payment equal to two times the sum of his current base salary and the highest bonus amount earned by each in any of the five (5) fiscal years preceding the year in which the date of termination occurs, the present value of his benefits under his most current Supplemental Retirement Benefit Agreement with the Company (calculated using a discount rate equal to the “GATT” interest rate that would be used by Gehl Company Retirement Income Plan “B” to calculate the amount of a lump sum distribution to be made on the same date as the payment hereunder), and outplacement services or, in lieu thereof, receive a lump-sum cash payment of $15,000. For purposes of preparing the disclosure tables regarding termination and change in control provisions, it is assumed that the outplacement services provided will be 20% of the executive’s base salary, the maximum amount allowed under the executive’s Change in Control and Severance Agreement. The severance agreements also provide that the benefits described above may be payable in connection with certain terminations that are effected in anticipation of a change in control.

        In addition, the severance agreements provide that, if the executive officer’s employment is involuntarily terminated by the Company other than for cause or upon the officer’s death or disability, and other than in connection with a change in control, the officer will be entitled to receive his base salary for one full year from the date of termination, and to participate in the Company’s group health and welfare plans for one year after such termination.

        The foregoing termination payments and other benefits may be reduced to the extent necessary to avoid an “excess parachute payment” under the Internal Revenue Code, but only if such reduction would result in a greater after-tax benefit to the executive. For purposes of preparing the disclosure tables regarding termination and change in control provisions, it is assumed that no portion of the payments described above would be discounted as attributable to reasonable compensation for services provided after the change in control or attributed to any non-competition agreement. Further, it is assumed that it will be proven, by clear and convincing evidence, that the awards of stock options and restricted stock in 2007 were not made in connection with or contemplation of a change in control of the Company.

26


        The severance agreements define the following terms:

  “Cause” means termination by action of the Board because of the material failure of the executive officer to fulfill his obligations as an officer of the Company or because of serious willful misconduct by the executive officer in respect of his obligations as an officer of the Company as, for example, the commission by the executive officer of a felony or the perpetration by the executive officer of a common-law fraud against the Company or any major material action (i.e., not procedural or operational differences) taken against the expressed directive of the Board.

  “Change in Control” is defined as one of the following:

  Securities of the Company representing 25% or more of the combined voting power of the Company’s then outstanding voting securities are acquired pursuant to a tender offer or an exchange offer; or

  The shareholders of the Company approve a merger or consolidation of the Company with any other corporation as a result of which less than fifty percent (50%) of the outstanding voting securities of the surviving or resulting entity are owned by the former shareholders of the Company (other than a shareholder who is an “affiliate,” as defined under rules promulgated under the Securities Act of 1933, as amended, of any party to such consolidation or merger); or

  The shareholders of the Company approve the sale of substantially all of the Company’s assets to a corporation which is not a wholly-owned subsidiary of the Company; or

  Any person becomes the “beneficial owner,” as defined under rules promulgated under the Securities Exchange Act of 1934, as amended, directly or indirectly of securities of the Company representing twenty-five (25%) or more of the combined voting power of the Company’s then outstanding securities the effect of which (as determined by the Board) is to take over control of the Company; or

  During any period of two consecutive years, individuals who, at the beginning of such period, constituted the Board cease, for any reason, to constitute at least a majority thereof, unless the election or nomination for election of each new director was approved by the vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

“Good Reason” is defined as the occurrence of any one of the following events or conditions after, or in anticipation of, the Change in Control:

  The removal of the executive officer from, or any failure to re-elect or reappoint the executive officer to, any of the positions held with the Company on the date of the Change in Control or any other positions with the Company to which the executive officer shall thereafter be elected, appointed or assigned, except in connection with the termination of his employment for disability, Cause, as a result of his death or by the executive officer other than for Good Reason; or

  A good faith determination by the executive officer that there has been a significant adverse change, without the executive officer’s written consent, in the executive officer’s working conditions or status with the Company from such working conditions or status in effect immediately prior to the Change in Control, including but not limited to (A) a significant change in the nature or scope of the executive officer’s authority, powers, functions, duties or responsibilities, or (B) a significant reduction in the level of support services, staff, secretarial and other assistance, office space and accoutrements; or

27


  Any material breach by the Company of any provision of the Change in Control Agreement; or

  Any purported termination of the executive officer’s employment for Cause by the Company which is determined under Section 14 not to be for conduct encompassed in the definition of Cause contained herein; or

  The failure of the Company to obtain an agreement, satisfactory to the executive officer, from any successor or assign of the Company, to assume and agree to perform this Agreement, as contemplated in Section 3 hereof; or

  The Company’s requiring the executive officer to be based at any office or location which is not within a fifty (50) mile radius of West Bend, Wisconsin, except for travel reasonably required in the performance of the executive officer’s responsibilities hereunder, without the executive officer’s consent.

Supplemental Retirement Benefit Agreements

        As described in “Supplemental Retirement Benefit Agreements,” the Company has entered into supplemental retirement benefit agreements with each of the named executive officers, which provide benefits upon certain termination events or a change in control.

28


DIRECTOR COMPENSATION

        Directors who are officers or employees of the Company receive no compensation as such for service as members of the Board or committees thereof. Each of the non-employee directors receives an annual retainer fee of $20,000. In addition, the Chairman of the Audit Committee receives a $5,000 annual retainer fee, and the Chairman of the Compensation Committee receives a $3,000 annual retainer fee. Each non-employee director receives a fee of $1,250 for each Board meeting attended and a fee for each committee meeting attended according to the following schedule:

Committee
Chairman
Member
Audit $2,500 $1,500
Compensation $1,500 $1,000
Nominating and Corporate Governance $1,000 $   750

        In addition to the compensation described above, and in accordance with the terms of the Gehl Company 2004 Equity Incentive Plan, each of the non-employee directors on April 30, 2007 (the next business day after the 2007 annual meeting), automatically received options to purchase 3,000 shares of Common Stock at a per share exercise price of $30.840. Under the 2004 Equity Incentive Plan, each non-employee director (if he continues to serve in such capacity) will, on the day after the annual meeting of shareholders in each year, automatically be granted options to purchase 3,000 shares of Common Stock. Options granted to non-employee directors under the 2004 Equity Incentive Plan have a per share exercise price equal to 100% of the market value of a share of Common Stock on the date of grant and become exercisable ratably over the three-year period following the date of grant, except that if the non-employee director ceases to be a director by reason of death, disability or retirement within three years after the date of grant or in the event of a “change of control of the Company” (as defined in the 2004 Equity Incentive Plan) within three years after the date of grant, then the option will become immediately exercisable in full. Options granted to non-employee directors terminate on the earlier of: (a) ten years after the date of grant, or (b) twelve months after the non-employee director ceases to be a director of the Company.

        The following table sets forth information regarding the compensation received by each of the Company’s non-employee directors during 2007:

Name
Fees Earned or Paid in Cash
Option Awards(1)(2)(3)
Total
Thomas J. Boldt $34,000 $32,696 $66,696
Marcel-Claude Braud $27,500 $30,893 $58,393
John T. Byrnes $33,000 $32,696 $65,696
Richard J. Fotsch $28,250 $32,696 $60,946
Bruce D. Hertzke $32,000 $11,590 $43,590
John W. Splude $40,750 $32,696 $73,446
Dr. Hermann Viets $30,500 $32,696 $63,196
 
  (1) The April 30, 2007 grant date fair value of each director’s option award of 3,000 shares was $34,770.

  (2) Represents the share-based compensation expense recognized by the Company during 2007 in accordance with SFAS No. 123R. See Note 3 to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, for a discussion of assumptions made in the valuation of share-based compensation.

  (3) Options outstanding at year end for each director are as follows: Mr. Boldt, 30,000 options; Mr. Braud, 9,000 options; Mr. Byrnes, 24,000 options; Mr. Fotsch, 24,000 options; Mr. Hertzke, 3,000 options; Mr. Splude, 24,000 options; and Mr. Viets, 27,000 options.

29


Compensation Committee Interlocks and Insider Participation

        William D. Gehl, Chairman and Chief Executive Officer of the Company, serves as a director of Mason Wells, Inc. where John T. Byrnes, a director of the Company and the Chairman of the Company’s Compensation Committee, serves as President and Executive Managing Director.

COMPENSATION COMMITTEE REPORT

        The Compensation Committee has reviewed and discussed the above Compensation Discussion and Analysis with management and, based on such review and discussion, has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s proxy statement and Annual Report on Form 10K.

  John T. Byrnes (Chairman)
Thomas J. Boldt
John W. Splude
Hermann Viets







30


AUDIT COMMITTEE REPORT

        The Audit Committee of the Board is composed of three directors and operates under a written charter approved by the Board. Each member of the Audit Committee meets the audit committee independence requirements of the Nasdaq rules and is independent under the rules of the Securities and Exchange Commission.

        Management is responsible for the Company’s financial statements and the reporting process, including the system of internal controls. The Company’s independent registered public accounting firm is responsible for expressing an opinion on the conformity of the audited financial statements with accounting principles generally accepted in the United States of America. The Audit Committee’s responsibility is to monitor and oversee this process.

        In discharging its oversight responsibility relative to the audit process, the Audit Committee performed, among others, the following functions for the fiscal year 2007:

Reviewed and discussed with management the audited financial statements for the fiscal year ending December 31, 2007;

Discussed with the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, the matters required to be discussed by Statement on Auditing Standards No. 114 (The Auditors Communication with those Charged with Governance);

Received the written disclosures and the letter from PricewaterhouseCoopers LLP required by Independence Standards Board Standard No. 1 and discussed with PricewaterhouseCoopers LLP its independence; and

Reviewed the Audit Committee Charter.

        Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2007.

        The Audit Committee has concluded that PricewaterhouseCoopers LLP’s provision of the audit and permitted non-audit services described above is compatible with maintaining PricewaterhouseCoopers LLP’s independence. The Audit Committee has established pre-approval policies and procedures with respect to audit and permitted non-audit services to be provided by the Company’s independent registered public accounting firm. Pursuant to these policies and procedures, the Audit Committee may form, and delegate authority to, subcommittees consisting of one or more members when appropriate to grant such pre-approvals, provided that decisions of such subcommittee to grant pre-approvals are presented to the full Audit Committee at its next scheduled meeting. The Audit Committee’s pre-approval policies do not permit the delegation of the Audit Committee’s responsibilities to management. During 2007, no fees to the independent registered public accounting firm were approved pursuant to the de minimis exception under the Securities and Exchange Commission rules.

AUDIT COMMITTEE

John W. Splude (Chairman)
Thomas J. Boldt
Bruce D. Hertzke

31


APPROVAL OF SELECTION OF THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

        The Board recommends the approval of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2008.

        PricewaterhouseCoopers LLP acted as the independent registered public accounting firm for the Company for the year ended December 31, 2007. Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting with the opportunity to make a statement if they so desire. Such representatives are also expected to be available to respond to appropriate questions.

        PricewaterhouseCoopers LLP provided to the Company during fiscal years 2007 and 2006 the following professional services:

2007
2006
Audit Fees(1)     $ 444,400   $ 523,250  
Audit-Related Fees(2)    --    24,000  
Tax Fees(3)    43,400    40,560  
All Other Fees    --    --  


Total   $ 487,800   $ 587,810  



  (1) Audit of annual financial statements, review of financial statements included in Quarterly Reports on Form 10-Q and other SEC filings.

  (2) FAS 140 structuring review in 2006.

  (3) Tax compliance and tax consultations.

        The affirmative vote of the holders of a majority of the shares of Common Stock represented and voted at the Annual Meeting (assuming a quorum is present) is required to approve the appointment of the independent registered public accounting firm. Any shares not voted at the Annual Meeting (whether as a result of broker non-votes, abstentions or otherwise) with respect to the approval of the appointment of the independent registered public accounting firm will have no impact on the vote.

        THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE GEHL COMPANY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2008. SHARES OF COMMON STOCK REPRESENTED AT THE ANNUAL MEETING BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED “FOR” THE APPROVAL OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS, LLP AS THE GEHL COMPANY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2008.



32


OTHER MATTERS

Shareholder Proposals

        Proposals of shareholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (“Rule 14a-8”) that are intended to be presented at the 2009 annual meeting of shareholders and included in the Company’s proxy materials for that meeting must be received by the Company no later than November 9, 2008. Further, a shareholder who otherwise intends to present business at the 2009 annual meeting must comply with the requirements set forth in the Company’s By-laws. To bring business before an annual meeting, a shareholder must, among other things, give written notice thereof, complying with the By-laws, to the Secretary of the Company not less than 60 days and not more than 90 days prior to the last Thursday in the month of April, subject to certain exceptions if the annual meeting is advanced or delayed a certain number of days. The 2009 annual meeting of shareholders is tentatively scheduled to be held on April 23, 2009. Under the By-laws, if the Company does not receive notice of a shareholder proposal submitted otherwise than pursuant to Rule 14a-8 (i.e., a proposal a shareholder intends to present at the 2009 annual meeting of shareholders but does not intend to have included in the Company’s proxy materials) on or prior to February 22, 2009 (assuming an April 23, 2009 meeting date), then the notice will be considered untimely and the Company will not be required to present such proposal at the 2009 annual meeting. If the Board nonetheless chooses to present such proposal at the 2009 annual meeting, then the persons named in proxies solicited by the Board for the 2009 annual meeting may exercise discretionary voting power with respect to such proposal.

Compliance with Section 16(a) Beneficial Ownership Reporting

        Section 16(a) of the Securities and Exchange Act of 1934 requires the Company’s directors, officers and any beneficial owners of greater than 10% of the Company’s Common Stock file reports with the Securities and Exchange Commission regarding their ownership of Common Stock and any changes in such ownership. Based upon the Company’s review of copies of these reports, the Company believes that during 2007 the directors, officers and owners of greater than 10% of the Common Stock have complied with the Section 16(a) filing requirements.

Transactions with Related Persons

        Except as disclosed in this section, the Company had no transactions during 2007, and none are currently proposed, in which the Company was a participant and in which any related person had a direct or indirect material interest. The Company’s Board has adopted policies and procedures regarding related person transactions. For purposes of these policies and procedures:

•        A “related person” means any of the Company’s directors, executive officers or nominees for director or any of their immediate family members; and

•        A “related person transaction” generally is a transaction (including any indebtedness or a guarantee of indebtedness) in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which a related person had or will have a direct or indirect material interest.

        Each of the Company’s executive officers, directors or nominees for director is required to disclose to the Audit Committee certain information relating to related person transactions for review, approval or ratification by the Audit Committee. Disclosure to the Audit Committee should occur before, if possible, or as soon as practicable after the related person transaction is effected, but in any event as soon as practicable after the executive officer, director or nominee for director becomes aware of the related person transaction. The Audit Committee’s decision whether or not to approve or ratify a related person transaction is to be made in light of the Audit Committee’s determination that consummation of the transaction is not or was not contrary to the Company’s best interests. Any related person transaction must be disclosed to the full Board of Directors.

33


        The Company has an agreement with Manitou BF S.A. (“Manitou”), which owns more than 10% of the Common Stock of the Company, pursuant to which each party purchases certain models of telescopic handlers manufactured by the other for distribution in the United States. Pursuant to that agreement in 2007, the Company purchased telescopic handlers and related service parts from Manitou with an aggregate wholesale value of approximately $2.6 million, and in 2007, the Company sold to Manitou telescopic handlers and related service parts with an aggregate wholesale value of approximately $1.1 million. In addition, the Company has a license and manufacturing agreement with Manitou to manufacture certain models of telescopic handlers. The terms of the distribution agreement with Manitou, the related purchases by each party, and the terms of the licensing and manufacturing agreement were negotiated between the Company and Manitou on an arms-length basis in 2004. Mr. Braud, a director of the Company, is President and Chief Executive Officer of the Manitou Group, which includes Manitou BF S.A.

Solicitation of Proxies

        Proxies may be solicited by mail, advertisement, telephone or other methods, or in person. Solicitations may be made by directors, officers, investor relations personnel and other employees of the Company, none of whom will receive additional compensation for such solicitations.

Delivery of Proxy Materials to Households

        Pursuant to the rules of the Securities and Exchange Commission, services that deliver the Company’s communications to shareholders that hold their stock through a bank, broker or other holder of record may deliver to multiple shareholders sharing the same address a single copy of the Company’s annual report to shareholders and this proxy statement. Upon written or oral request, the Company will promptly deliver a separate copy of the annual report to shareholders and/or this proxy statement to any shareholder at a shared address to which a single copy of each document was delivered. Shareholders may notify the Company of their requests by calling or by sending a written request addressed to Gehl Company, Attention: Secretary, 143 Water Street, West Bend, Wisconsin 53095 ((262) 334-9461).

  By Order of the Board of Directors
GEHL COMPANY

  /s/ Michael J. Mulcahy
Michael J. Mulcahy
Secretary

West Bend, Wisconsin
March 10, 2008

34


PROXY

GEHL COMPANY

This Proxy is Solicited on Behalf of the Board of Directors

Proxy for 2008 Annual Meeting of Shareholders to be held April 25, 2008

        The undersigned hereby appoints William D. Gehl and Michael J. Mulcahy, or either of them (with full power of substitution in each of them), as Proxies, and hereby authorizes them to represent and to vote as designated below all of the shares of Common Stock of Gehl Company held of record by the undersigned on February 19, 2008, at the annual meeting of shareholders to be held on April 25, 2008, or any adjournments or postponements thereof.

        This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted “FOR” the election of the Board’s nominees and “FOR” the approval of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2008.

        The undersigned hereby revokes any other proxy heretofore executed by the undersigned for the meeting and acknowledges receipt of notice of the annual meeting and the proxy statement.

(Continued and to be signed on the reverse side.)


ANNUAL MEETING OF SHAREHOLDERS OF

GEHL COMPANY

April 25, 2008

Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.

Please detach along perforated line and mail in the envelope provided.


PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE    

1. The three (2) directors nominated for election are: 2. Approval of the appointment of PricewaterhouseCoopers
   LLP as the Company’s independent registered
   public accounting firm for fiscal year 2008.

NOMINEES:
        [_]  FOR    [_]  AGAINST    [_]  ABSTAIN
[_]  FOR ALL NOMINEES o Thomas J. Boldt For a term ending in 2011
o Bruce D. Hertzke For a term ending in 2011
[_]  WITHHOLD AUTHORITY In their discretion, the proxies are authorized to vote upon
      FOR ALL NOMINEES such other business as may properly come before the
meeting.

[_]  FOR ALL EXCEPT
      (See instructions below)
       
INSTRUCTION:  To withhold authority to vote for any individual nominee(s)
                           mark "FOR ALL EXCEPT" and fill in the circle next to each THE BOARD OF DIRECTORS RECOMMENDS A VOTE
                           nominee you wish to withhold, as shown here:     “FOR” THE ELECTION OF DIRECTORS FOR THE TERMS
INDICATED AT LEFT AND A VOTE “FOR” THE
THE APPROVAL OF THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL YEAR 2008.


To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that
changes to the registered name(s) on the account may not be submitted
via this method. [_]


Signature of Shareholder ____________________ Date: _______________ Signature of Shareholder ____________________ Date: _______________

  Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.


PROXY

GEHL COMPANY

401-K

        As a participant in the GEHL SAVINGS PLAN (the “Plan”), you have the right to direct Marshall & Ilsley Trust Company N.A., the Trustee of the Plan, how to vote the shares of GEHL COMPANY held for you in the Plan. Your shares will be voted at the Annual Meeting of Shareholders or at any and all adjournments or postponements of the Annual Meeting. To give your voting instructions to the Trustee, please complete and return the enclosed voting card or follow the enclosed steps for voting online. The Trustee will vote your shares as you direct unless doing so would violate the Employee Retirement Income Security Act. The Plan Sponsor will not be informed as to how you or any other participant has directed the Trustee to vote.

(Continued and to be signed on the reverse side.)


ANNUAL MEETING OF SHAREHOLDERS OF

GEHL COMPANY

April 25, 2008

401-K

Please date, sign and mail
your voting direction card in the
envelope provided as soon
as possible.

Please detach along perforated line and mail in the envelope provided.


PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE    

1. The three (2) directors nominated for election are: 2. Approval of the appointment of PricewaterhouseCoopers
   LLP as the Company’s independent registered
   public accounting firm for fiscal year 2008.

NOMINEES:
        [_]  FOR    [_]  AGAINST    [_]  ABSTAIN
[_]  FOR ALL NOMINEES o Thomas J. Boldt For a term ending in 2011
o Bruce D. Hertzke For a term ending in 2011
[_]  WITHHOLD AUTHORITY In their discretion, the proxies are authorized to vote upon
      FOR ALL NOMINEES such other business as may properly come before the
meeting.

[_]  FOR ALL EXCEPT
      (See instructions below)
       
INSTRUCTION:  To withhold authority to vote for any individual nominee(s)
                           mark "FOR ALL EXCEPT" and fill in the circle next to each THE BOARD OF DIRECTORS RECOMMENDS A VOTE
                           nominee you wish to withhold, as shown here:     “FOR” THE ELECTION OF DIRECTORS FOR THE TERMS
INDICATED AT LEFT AND A VOTE “FOR” THE
THE APPROVAL OF THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL YEAR 2008.


To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that
changes to the registered name(s) on the account may not be submitted
via this method. [_]


Signature of Shareholder ____________________ Date: _______________ Signature of Shareholder ____________________ Date: _______________

  Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

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