-----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, GOBRIm0MTNBliqIwJUSDWW0l/1RypSYuFQMCiKL5Jk96Xs9xiolSbwUbO6r/u2Q1 UNkwlWUauJquggtf2p/10A== 0000897069-08-001036.txt : 20080611 0000897069-08-001036.hdr.sgml : 20080611 20080611163417 ACCESSION NUMBER: 0000897069-08-001036 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20080605 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080611 DATE AS OF CHANGE: 20080611 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33504 FILM NUMBER: 08893515 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 8-K 1 cmw3587.htm CURRENT REPORT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

_________________

	Date of Report
	(Date of earliest
	event reported):	June 5, 2008

Gehl Company

(Exact name of registrant as specified in its charter)

Wisconsin	01-33504	39-0300430
(State or other	(Commission File	(IRS Employer
jurisdiction of	Number)	Identification No.)
incorporation)

143 Water Street, West Bend, Wisconsin 53095

(Address of principal executive offices, including zip code)

(262) 334-9461

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.

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

Employment Agreement

On June 5, 2008, Gehl Company (the “Company”) entered into an employment agreement with William D. Gehl, the Company’s Chairman and Chief Executive Officer. Under the agreement, Mr. Gehl 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 welfare 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 pro rata target bonus for such partial year, 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 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 a lump-sum cash payment of $15,000. 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.

To the extent necessary to comply with applicable law, any lump sum payment following a separation from service will be delayed for six months and increased at the applicable interest rate for the delayed payment.

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.

The form of the employment agreement is set forth as Exhibit 10.1 and is incorporated by reference herein.

Supplemental Retirement Agreements

On June 5, 2008, the Company entered into amended and restated supplemental retirement agreements with Mr. Gehl, Malcolm F. Moore, the Company’s President and Chief Operating Officer, Daniel M. Keyes, the Company’s Vice President Sales and Marketing, and Daniel L. Miller, the Company’s Vice President Manufacturing. The restated agreements make certain other technical amendments to conform the agreements to, or otherwise relating to, the requirements of Section 409A of the Internal Revenue Code. The forms of the amended and restated supplemental retirement benefit agreements are set forth as Exhibit 10.2, 10.3 and 10.4 and are incorporated by reference herein.

Change in Control and Severance Agreements

On June 5, 2008, the Company entered into amended and restated change in control and severance agreements with Messrs. Moore, Keyes and Miller. The restated agreements make certain other technical amendments to conform the agreements to, or otherwise relating to, the requirements of Section 409A of the Internal Revenue Code. The form of the amended and restated change in control and severance agreements is set forth as Exhibit 10.5 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(a)

Not applicable.

(b)

Not applicable.

(c)

Not applicable.

(d)

Exhibits. The following exhibits are being furnished herewith:

(10.1)

Employment Agreement, dated June 5, 2008, by and between Gehl Company and William D. Gehl.

(10.2)

Amended and restated Supplemental Retirement Benefit Agreement, dated June 5, 2008, by and between Gehl Company and William D. Gehl.

(10.3)

Amended and restated Supplemental Retirement Benefit Agreement, dated June 5, 2008, by and between Gehl Company and Malcolm F. Moore.

(10.4)

Form of amended and restated Supplemental Retirement Benefit Agreement, dated June 5, 2008, by and between Gehl Company and each of Daniel M. Keyes and Daniel L. Miller.

(10.5)

Form of amended and restated Change in Control and Severance Agreement, dated June 5, 2008, by and between Gehl Company and each of Messrs. Moore, Keyes and Miller.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GEHL COMPANY
Date: June 11, 2008	By: /s/ Michael J. Mulcahy
	Michael J. Mulcahy
	Vice President, Secretary and General Counsel

GEHL COMPANY

Exhibit Index to Current Report on Form 8-K
Dated June 5, 2008

Exhibit
Number

(10.1)

Employment Agreement, dated June 5, 2008, by and between Gehl Company and William D. Gehl.

(10.2)

Amended and restated Supplemental Retirement Benefit Agreement, dated June 5, 2008, by and between Gehl Company and William D. Gehl.

(10.3)

Amended and restated Supplemental Retirement Benefit Agreement, dated June 5, 2008, by and between Gehl Company and Malcolm F. Moore.

(10.4)

Form of amended and restated Supplemental Retirement Benefit Agreement, dated June 5, 2008, by and between Gehl Company and each of Daniel M. Keyes and Daniel L. Miller.

(10.5)

Form of amended and restated Change in Control and Severance Agreement, dated June 5, 2008, by and between Gehl Company and each of Messrs. Moore, Keyes and Miller.

EX-10.1 2 cmw3587b.htm EMPLOYMENT AGREEMENT

W.D. GEHL
GEHL EMPLOYMENT AGREEMENT

INDEX

SECTION 1.	EMPLOYMENT	1
SECTION 2.	TERM OF EMPLOYMENT	2
SECTION 3.	COMPENSATION	2
SECTION 4.	SEPARATION FROM SERVICE	2
SECTION 5.	CHANGE IN CONTROL	4
SECTION 6.	BENEFITS	10
(i)	Retirement/Death Benefit	10
(ii)	Bonus	10
(iii)	Split Dollar Life Insurance	11
SECTION 7.	REIMBURSEMENT OF EXPENSES	11
SECTION 8.	VACATION	11
SECTION 9.	ADDITIONAL UNDERTAKINGS OF EXECUTIVE; NON-COMPETITION PROVISIONS	11
SECTION 10.	ASSIGNS AND SUCCESSORS	12
SECTION 11.	CONSTRUCTION	13
SECTION 12.	NOTICES	13
SECTION 13.	SEVERABILITY	13
SECTION 14.	LIMITATION ON PAYMENTS	13
SECTION 15.	GOVERNING LAW; RESOLUTION OF DISPUTES	15
SECTION 16.	AMENDMENT	16
SECTION 17.	EXPENSES AND INTEREST	16
SECTION 18.	EXTENDED CARE INSURANCE	16
SECTION 19.	409A	17

WILLIAM D. GEHL/GEHL COMPANY
EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is made by and between Gehl Company (“GEHL”), a Wisconsin corporation with its principal place of business in West Bend, Wisconsin, and William D. Gehl, (“Executive”) as of June 14, 2008.

RECITALS

WHEREAS, GEHL wishes to continue to retain the services of Executive as its Chairman of the Board and Chief Executive Officer and Executive desires to continue to serve GEHL in that capacity; and

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, the parties agree as follows:

Section 1. Employment. GEHL shall employ Executive and Executive shall serve as the Chairman of the Board and Chief Executive Officer of GEHL during the term of employment set forth in Section 2 of this Agreement, and as such term shall be extended as provided herein. Executive shall report only to the Board of Directors of GEHL, and his powers and authority and responsibilities shall be superior to those of any other officer or employee of GEHL or of any subsidiary thereof. Executive agrees, subject to his election as such, to serve as a Director, and as a member of any committee of the Board of Directors of GEHL, during such term of employment.

If at any time during the term of employment, the Board of Directors of GEHL shall not reelect Executive as Chairman of the Board and Chief Executive Officer of GEHL or shall remove him from such office (other than for cause), or if at any time during the term of employment Executive shall fail to be vested by GEHL with the powers and authority of the Chairman of the Board and Chief Executive Officer of GEHL as described above, Executive shall have the right, by written notice to GEHL, to terminate his services hereunder, effective as of the last day of the month of receipt by GEHL of any such written notice, and Executive shall have no further obligation under this Agreement. Termination by Executive under this Section 1 shall be treated as a termination of employment by GEHL other than for cause and shall be governed by the provisions of Section 4 or 5 of this Agreement, as applicable.

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Section 2. Term of Employment. Executive’s “term of employment,” as this phrase is used throughout this Agreement, shall be for the period commencing June 14, 2008, and ending on June 14, 2011 unless Executive’s employment is terminated earlier with the consequences described herein in which event the term of employment shall extend through the date of such termination.

Section 3. Compensation. GEHL shall pay or cause to be paid to Executive during the period commencing June 14, 2008 through the end of the term of employment a minimum base salary of Five Hundred Ninety Thousand Dollars ($590,000) per annum, payable in twenty-six (26) equal installments (subject to the appropriate withholding items). This salary shall be reviewed at least annually by the GEHL Board of Directors or a committee thereof and increased or decreased in its discretion, subject to the minimum above.

Section 4. Separation from Service. If Executive incurs a Separation from Service, as defined below, because Executive’s employment is involuntarily terminated by GEHL during the term of employment for any reason other than (i) cause, as defined below in this Section 4, (ii) circumstances governed by Section 5 hereof or (iii) Executive’s death or disability, Executive shall be entitled to receive, and GEHL shall be obligated to pay, his full base salary set forth in Section 3 above as in effect immediately prior to such termination, for two (2) full years from Executive’s Separation From Service. During such years, Executive shall also continue to participate in all group welfare benefit plans and programs of GEHL referred to in the first sentence of Section 6 hereof to the extent that such continued participation is possible under the general terms and provisions of such plans and programs. In the event that Executive’s continued participation in any such plans and programs is barred, and in lieu thereof, Executive shall be entitled to receive on a payroll basis during the above period an amount equal to the sum of the average annual contributions, payments, credits, or allocations made by GEHL to him, to his account, or on his behalf over the three (3) fiscal years (or fraction thereof) of GEHL preceding the Separation from Service under such plans and programs from which his continued participation is barred.

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Notwithstanding the foregoing, no cash benefit under this Section 4 shall be payable until the first business day that is six (6) months after the Separation from Service, at which time all such delayed payments shall be paid in a lump sum and credited with interest for the period of the delay at the rate announced by M&I Bank, Milwaukee, Wisconsin from time to time as its prime or base lending rate determined as of the Separation from Service.

“Separation from Service” for purposes of this Agreement means the date determined under the default rules of the applicable regulations for Internal Revenue Code (“Code”) Section 409A for a separation from service between Executive and GEHL, with the exception that the default rule for a bona fide leave of absence for disability is extended from six (6) months to twenty-nine (29) months.

Termination by GEHL for “cause” shall mean termination by action of the GEHL Board of Directors because of the failure of Executive to fulfill his obligations under this Agreement or because of serious willful misconduct by Executive in respect of his obligations under this Agreement, as, for example, the commission by Executive of a felony or the perpetration by Executive of a common-law fraud against GEHL or any major material action (i.e., not procedural or operational differences) taken against the expressed directive of the Board.

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If Executive’s employment is terminated by Executive except as provided in Section 1 hereof, as a result of Executive’s death or disability, or by GEHL for cause, Executive’s base salary shall terminate on such date, and Executive’s participation in GEHL’s fringe benefit plans shall terminate in accordance with their terms.

Section 5. Change in Control. In the event a Change in Control, as defined below, occurs during the term of Executive’s employment under this Agreement, Executive’s term of employment shall be automatically extended to a date which is two (2) years after the occurrence of the Change in Control (such two (2)-year extended term of employment referred to in this Section 5 as the “Change in Control Contract Term”). In addition, upon the occurrence of a Change in Control, (i) the unvested stock options awarded to Executive under the GEHL Stock Option Plans shall vest, and (ii) all restrictions limiting the exercise, transferability, entitlement or incidents of ownership of any outstanding award, including options, restricted stock, supplemental retirement benefits, deferred compensation, or other property or rights granted to Executive after the date of this Agreement (other than pursuant to plans of general application to salaried employees such as tax-qualified retirement plans, life insurance and the health plan) shall lapse, and such awards shall become fully vested and be held by or for Executive free and clear of all such restrictions. This provision shall apply to all such property or rights notwithstanding the provisions of any other plan or agreement.

If Executive incurs a Separation from Service because Executive’s employment shall be terminated by GEHL without cause (as defined in Section 4) or Executive shall terminate his employment for Good Reason (as defined below in this Section 5) during the Change in Control Contract Term, or if GEHL shall terminate Executive’s employment without cause, triggering a Separation from Service, within six (6) months before the execution of a definitive purchase agreement that ultimately results in a Change in Control and Executive shall reasonably demonstrate that such termination was in connection with or in anticipation of the Change in Control, Executive shall be entitled to the following:

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(a) paid in a lump sum within thirty (30) days of the date of Executive’s Separation from Service or the date that Executive demonstrates that such Separation from Service was in connection with or in anticipation of the Change in Control, whichever is applicable:

(i) Executive’s base salary as in effect on the Separation from Service (“Current Base Salary”) through the Separation from Service to the extent not theretofore paid; and

(ii) The pro rata portion (based on the completed months in the calendar year through the Separation from Service divided by twelve (12)) of the target bonus award that could have been earned by Executive under GEHL’s then-existing bonus plan, ignoring performance requirements and any requirement that Executive be employed through the end of the fiscal year; and

(b) paid in a lump sum on the first business day that is six (6) months after the Separation from Service or the later date that Executive demonstrates that such Separation from Service was in connection with or in anticipation of the Change in Control, whichever is applicable:

(i) Three (3) times the sum of (I) the Current Base Salary and (II) the highest bonus amount earned by Executive in any of the five (5) fiscal years which precede the year in which the Separation from Service occurs, including any amounts deferred; and

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(ii) The present value of Executive’s benefits under Section 2 of Executive’s most current Supplemental Retirement Benefit Agreement using a discount rate equal to the interest rate that would be used by the 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;

provided, however, that any payments under (c) and (d) shall be increased with interest from the date that payment is made under (a) and (b) until the payment is made under (c) and (d), with the rate of interest announced by M&I Bank, Milwaukee, Wisconsin from time to time as its prime or base lending rate, such rate to be determined as of the Separation from Service.

If benefits under (a), (b), (c) and (d) above are triggered, Executive shall also receive Fifteen Thousand Dollars ($15,000), such amount to be paid at the same time as the benefits in (c) and (d) above with interest credited in the same fashion.

If benefits under the preceding paragraph and under (a), (b), (c) and (d) in the second preceding paragraph are triggered, in addition, for twenty-four (24) months after the Separation from Service, GEHL shall provide to Executive and his family medical benefits at least substantially equal on a pre-tax basis to those provided to him and his family just prior to the date of the Change in Control, whether pursuant to a group plan or individual coverage. Notwithstanding the foregoing, if Executive obtains employment during the twenty-four (24)-month period and family medical benefits are available from the new employer, GEHL’s obligation to provide such family medical benefits shall cease for so long as Executive remains employed. If the extended coverage exceeds the applicable “COBRA” continuation period, typically eighteen (18) months, and if such coverage is provided under a health plan that is subject to Code Section 105(h), benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv)(A) and (B) and, if necessary, GEHL shall amend such health plan to comply therewith.

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In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under this Section 5 and such amounts shall not be reduced (except to the extent set forth in the immediately preceding paragraph) whether or not Executive obtains other employment. In addition, GEHL will not be entitled to reduce the amounts payable under this Section 5 for any claims or rights it may have against Executive.

“Change in Control,” for the purposes of this Agreement, shall be defined as one of the following:

(i) Securities of GEHL representing thirty percent (30%) or more of the combined voting power of GEHL’s then outstanding voting securities are acquired pursuant to a tender offer or an exchange offer; or

(ii) The shareholders of GEHL approve a merger or consolidation of GEHL 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 GEHL (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

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

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(iv) 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 GEHL representing thirty percent (30%) or more of the combined voting power of GEHL’s then outstanding securities the effect of which (as determined by the Board) is to take over control of GEHL; or

(v) During any period of two (2) consecutive years, individuals who, at the beginning of such period, constituted the Board of Directors of GEHL 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 (2/3) of the directors then still in office who were directors at the beginning of the period;

but only if such event is also a change in ownership or effective control or a change in the ownership of a substantial portion of the assets of GEHL as defined by the applicable regulations for Code Section 409A using its default provisions.

“Good Reason,” for the purposes of this Agreement, shall be defined as the occurrence of any one of the following events or conditions after, or in anticipation of, the Change in Control:

(i) The removal of Executive from, or any failure to reelect or reappoint Executive to, any of the positions held with GEHL on the date of the Change in Control or any other positions with GEHL to which Executive 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 Executive other than for Good Reason;

(ii) A good faith determination by Executive that there has been a significant adverse change, without Executive’s written consent, in Executive’s working conditions or status with GEHL 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 Executive’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;

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(iii) Any material breach by GEHL of any provision of this Agreement;

(iv) Any purported termination of Executive’s employment for cause by GEHL which is determined under Section 15 not to be for conduct encompassed in the definition of cause contained herein;

(v) The failure of GEHL to obtain an agreement, satisfactory to Executive, from any successor or assign of GEHL, to assume and agree to perform this Agreement, as contemplated in Section 10 hereof;

(vi) GEHL’s requiring Executive 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 Executive’s responsibilities hereunder, without Executive’s consent; or

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

For purposes of this Section 5, any good faith determination of Good Reason made by Executive shall be conclusive.

Section 6. Benefits. Executive shall be entitled to participate in any group insurance, hospitalization, medical, health and accident, disability, or similar plan or program of GEHL now existing or established hereafter to the extent that he is eligible under the general provisions thereof.

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Furthermore, Executive shall be entitled to other payments, in addition to the base salary above, as provided below:

(i) Retirement/Death Benefit. The Supplemental Retirement Benefit Agreement between Executive and GEHL shall dictate the Retirement/Death benefits other than those provided under the employee benefit plans generally available to all salaried employees. Such Supplemental Retirement Benefit Agreement is specifically referenced and made a part hereof.

(ii) Bonus. Executive shall be entitled to an annual cash bonus as calculated in accordance with the Company’s Executive Incentive Plan or other similar Plan in effect in the event Executive is employed with GEHL on the last day of the applicable calendar year. Notwithstanding the foregoing, in the event Executive’s employment is terminated during the applicable year as a result of death or disability or by GEHL for any reason other than cause, as defined in Section 4 hereof, or circumstances governed by Section 5 hereof, Executive shall be entitled to a pro rata portion of the target bonus award that could have been earned by Executive, ignoring any performance requirements and any requirement that Executive be employed through the end of the fiscal year. The pro rata portion shall be equal to the number of completed months in the calendar year through the date of termination divided by twelve (12).

(iii) Split Dollar Life Insurance. Executive, as the insured, a trust for the benefit of Executive’s family (the “Trust”), as the owner, and GEHL have entered into the Split Dollar Insurance Agreement regarding the purchase of a $1 million whole life insurance policy. The Trust shall execute a collateral assignment of such policy to GEHL to secure its interest therein as provided in the Split Dollar Insurance Agreement. Said agreement is specifically referenced and made a part hereof.

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Section 7. Reimbursement of Expenses. GEHL shall pay or reimburse Executive for all reasonable travel and other expenses in accordance with GEHL policy. GEHL further agrees to furnish Executive with a private office and a private secretary and such other assistance and accommodations as shall be suitable to the character of Executive’s position with GEHL and adequate to the performance of his duties hereunder.

Section 8. Vacation. Executive shall be entitled to five (5) weeks paid vacation each year.

Section 9. Additional Undertakings of Executive; Non-competition Provisions. Executive agrees that during the term of employment under this Agreement he will apply on a full-time basis (allowing for usual vacations and sick leave) all of his skill and experience to the performance of his duties in such employment. It is understood that Executive may have other business investments and participate in other business ventures which may, from time to time, require minor portions of his time, but which shall not interfere or be inconsistent with his duties hereunder. Executive agrees that during the term of employment and for one (1) year thereafter, or, in the event of termination of his employment by GEHL for cause (as defined in Section 4 above) for two (2) years after such termination, Executive will not, without the prior written approval of the Board of Directors of GEHL, become an owner, officer, employee, agent, partner, or director of any business enterprise in substantial direct competition (as defined below) with GEHL or any subsidiary of GEHL as the business of GEHL or any subsidiary of GEHL may be constituted during the term of employment or at the termination thereof. If Executive’s employment is terminated by GEHL other than for cause (as defined in Section 4 above), he will not be subject to any restrictions under this Section 9.

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If Executive’s employment by GEHL is terminated by him (other than under the circumstances set forth in Section 1 above), in breach of this Agreement during the term of employment, Executive shall not, for a two (2)-year period following such termination, become an owner, officer, employee, agent, partner, or director of any business enterprise in substantial direct competition (as defined below) with GEHL or any subsidiary of GEHL as the business of GEHL or any subsidiary of GEHL may be constituted at the time of such termination.

For the purposes of this Section 9, a business enterprise with which Executive becomes associated as an owner, officer, employee, agent, partner or director, shall be considered in “substantial direct competition,” if, during a year (adjusted for fractions of a year in respect of a new enterprise) when such competition is prohibited, its sales of any product or service sold by GEHL or any subsidiary of GEHL amount to more than either ten percent (10%) of its (new enterprise) total sales or Ten Million ($10,000,000.00) Dollars.

Section 10. Assigns and Successors. The rights and obligations of GEHL under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of GEHL and GEHL shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to expressly assume and agree to perform this Agreement in the same manner and to the same extent that GEHL would be required to perform if no such succession or assignment had taken place.

Section 11. Construction. This Agreement shall be construed under the laws of the State of Wisconsin. Section headings are for convenience only and shall not be considered a part of the terms and provisions of this Agreement.

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Section 12. Notices. All notices under this Agreement shall be in writing and shall be deemed effective when delivered in person (in GEHL’s case, to its Secretary) or by facsimile to the number provided for such purpose by the applicable party or forty-eight (48) hours after deposit thereof in the U.S. mails, postage prepaid, addressed, in the case of Executive, to his last known address as carried on the personnel records of GEHL and, in the case of GEHL, to the corporate headquarters, attention of the Secretary, or to such other address as the party to be notified may specify by notice to the other party.

Section 13. Severability. Should it be determined that one or more of the clauses of this Agreement is (are) found to be unenforceable, illegal, contrary to public policy, etc., this Agreement remains in full force and effect except for the unenforceable, illegal, or contrary to public policy provisions.

Section 14. Limitation on Payments.

(a) Notwithstanding anything contained herein to the contrary, prior to the payment of any amounts pursuant to Section 5 hereof, a national accounting firm designated by GEHL (the “Accounting Firm”) shall compute whether there would be any “excess parachute payments” payable to Executive, within the meaning of Code Section 280G, taking into account the total “parachute payments,” within the meaning of Code Section 280G, payable to Executive by GEHL or any successor thereto under this Agreement and any other plan, agreement or otherwise. If there would be any excess parachute payments, the Accounting Firm will compute the net after-tax proceeds to Executive, taking into account the excise tax imposed by Code Section 4999, if (i) the payments hereunder were reduced, but not below zero, such that the total parachute payments payable to Executive would not exceed three (3) times the “base amount” as defined in Code Section 280G, less One Dollar ($1.00) or (ii) the payments hereunder were not reduced. If reducing the payments hereunder would result in a greater after-tax amount to Executive, such lesser amount shall be paid to Executive. If not reducing the payments hereunder would result in a greater after-tax amount to Executive, such payments shall not be reduced. The determination by the Accounting Firm shall be binding upon GEHL and Executive.

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(b) As a result of the uncertainty in the application of Code Section 280G, it is possible that excess parachute payments will be paid when such payment would result in a lesser after-tax amount to Executive; this is not the intent hereof. In such cases, the payment of any excess parachute payments will be void ab initio as regards any such excess. Any excess will be treated as a loan by GEHL to Executive. Executive will return the excess to GEHL, within fifteen (15) business days of any determination by the Accounting Firm that excess parachute payments have been paid when not so intended, with interest at an annual rate equal to the rate provided in Code Section 1274(d) (or one hundred twenty percent (120%) of such rate if the Accounting Firm determines that such rate is necessary to avoid an excise tax under Code Section 4999) from the date Executive received the excess until it is repaid to GEHL.

(c) All fees, costs and expenses (including, but not limited to, the cost of retaining experts) of the Accounting Firm shall be borne by GEHL and GEHL shall pay such fees, costs and expenses as they become due. In performing the computations required hereunder, the Accounting Firm shall assume that taxes will be paid for state and federal purposes at the highest possible marginal tax rates which could be applicable to Executive in the year of receipt of the payments, unless Executive agrees otherwise.

-14-

Section 15. Governing Law; Resolution of Disputes. This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Wisconsin. Any dispute arising out of this Agreement shall, at Executive’s election, be determined by arbitration under the rules of the American Arbitration Association then in effect (in which case both parties shall be bound by the arbitration award) or by litigation. Whether the dispute is to be settled by arbitration or litigation, the venue for the arbitration or litigation shall be West Bend, Wisconsin or, at Executive’s election, if Executive is no longer residing or working in the West Bend, Wisconsin metropolitan area, in the judicial district encompassing the city in which Executive resides; provided, that, if Executive is not then residing in the United States, the election of Executive with respect to such venue shall be either West Bend, Wisconsin or in the judicial district encompassing that city in the United Sates among the thirty cities having the largest population (as determined by the most recent United States Census data available at termination date) which is closest to Executive’s residence. The parties consent to personal jurisdiction in each trial court in the selected venue having subject matter jurisdiction notwithstanding their residence or situs, and each party irrevocably consents to service of process in the manner provided hereunder for the giving of notices.

Section 16. Amendment. No modification or amendment to this Agreement may be made without the written consent of the parties hereto.

Section 17. Expenses and Interest. If (i) a dispute arises with respect to the enforcement of Executive’s rights under this Agreement, (ii) any legal or arbitration proceeding shall be brought to enforce or interpret any provision contained herein or to recover damages for breach hereof, or (iii) any tax audit or proceeding is commenced that is attributable in part to the application of Code Section 4999, in any case so long as Executive is not acting in bad faith, then GEHL shall reimburse Executive for any reasonable attorney’s fees and necessary costs and disbursements incurred as a result of such dispute, legal or arbitration proceeding or tax audit or proceeding (“Expenses”), and prejudgment interest on any money judgment or arbitration award obtained by Executive calculated at the rate of interest announced by M&I Bank, Milwaukee, Wisconsin, from time to time as its prime or base lending rate from the date that payments to Executive should have been made under this Agreement. Within ten (10) days after Executive’s written request therefor, GEHL shall pay to Executive, or such person or entity as Executive may designate in writing to GEHL, Executive’s reasonable Expenses in advance of the final disposition or conclusion of any such dispute, legal or arbitration proceeding. Any such payment shall be made promptly following the date of the final determination that Executive is not acting in bad faith, but no later than the end of the calendar year following the year in which Executive incurs the expense.

-15-

Section 18. Extended Care Insurance. GEHL agrees to provide Executive with an extended care insurance policy which will be fully paid up in ten (10) years, providing a $200/day benefit for six (6) years with an annual premium of $6,419.30. GEHL shall pay the premium as long as Executive is employed. Thereafter, it shall be the responsibility of Executive.

Section 19. 409A.

(a) If an amount or the value of a benefit under this Agreement is required to be included in Executive’s income prior to the date such amount is actually distributed or benefit provided as a result of the failure of this Agreement (or any other arrangement required to be aggregated with this Agreement under Code Section 409A) to comply with Code Section 409A, then Executive shall receive a distribution, in a lump sum, within ninety (90) days after the date it is finally determined that the Agreement fails to meet the requirements of Code Section 409A; such distribution shall equal the amount required to be included in Executive’s income as a result of such failure and shall reduce the amount of payments or benefits otherwise due hereunder.

-16-

(b) GEHL and Executive intend the terms of this Agreement to be in compliance with Code Section 409A. GEHL does not guarantee the tax treatment or tax consequences associated with any payment or benefit, including but not limited to consequences related to Code Section 409A. To the maximum extent permissible, any ambiguous terms of this Agreement shall be interpreted in a manner which avoids a violation of Code Section 409A.

(c) Executive acknowledges that to avoid an additional tax on payments that may be payable or benefits that may be provided under this Agreement and that constitute deferred compensation that is not exempt from Code Section 409A, Executive must make a reasonable, good faith effort to collect any payment or benefit to which Executive believes Executive is entitled hereunder no later than ninety (90) days after the latest date upon which the payment could have been made or benefit provided under this Agreement, and if not paid or provided, must take further enforcement measures within one hundred eighty (180) days after such latest date.

(d) Executive acknowledges that in the discretion of GEHL a portion of the benefits hereunder may be accelerated up to the amount of the withholding requirement for taxes under Code Section 3121(v) (i.e., FICA taxes) related to the benefits hereunder; any such acceleration shall reduce the amount of payments otherwise due hereunder.

-17-

IN WITNESS WHEREOF, GEHL COMPANY has caused this Agreement to be executed by its duly authorized officers, and Executive has hereunto set his hand, all as of the date set forth above.

Attest:	GEHL COMPANY
/s/ Michael J. Mulcahy	/s/ John T. Byrnes
Its Secretary	Its Director: John T. Byrnes
/s/ Michael J. Mulcahy	/s/ William D. Gehl
Witness as to William D. Gehl	William D. Gehl, Executive

-18-

EX-10.2 3 cmw3587a.htm SERP - GEHL

GEHL COMPANY/WILLIAM D. GEHL
2008
SUPPLEMENTAL RETIREMENT BENEFIT AGREEMENT

THIS AGREEMENT, made and entered into as of the _____day of ___________, 2008, by and between GEHL COMPANY, West Bend, Wisconsin (hereinafter referred to as the “Company”), and WILLIAM D. GEHL, of Milwaukee, Wisconsin (hereinafter referred to as the “Employee”):

W I T N E S S E T H:

WHEREAS, the Employee is currently employed by the Company in the capacity of Chairman and Chief Executive Officer and in such position can contribute materially to its continued growth and development and to its future financial success; and

WHEREAS, the Company desires to insure insofar as possible that the Company will have the benefit of the Employee’s full services and executive capacities for future years;

WHEREAS, the Employee and the Company previously entered into one or more Supplemental Retirement Benefit Agreements, the most recent amendment of which was dated April 5, 2007, and they desire to amend and restate such arrangement as reflected herein;

NOW, THEREFORE, in consideration of services rendered by the Employee to the Company, it is agreed as follows:

Section 1. Definitions.

(a) “Average Monthly Compensation” means one-sixtieth (1/60th) of the Employee’s base salary and cash bonus from the Company for the highest five (5) calendar years within the last ten (10) completed calendar years preceding the date of the Employee’s Separation from Service with the Company. In the event the Employee does not have five (5) calendar years of employment, only the number of full months from the date of hire through the December preceding Separation from Service shall be used to determine Average Monthly Compensation. Cash bonus means the cash distributed to the Employee during a calendar year pursuant to the Company’s annual cash incentive/bonus compensation program. Base salary and cash bonus for this purpose include any salary reduction deferrals pursuant to a cash or deferred arrangement or a cafeteria plan pursuant to Internal Revenue Code (“Code”) Sections 401(k) or 125.

(b) “Beneficiary” means the person, trust and/or other entity designated by the Employee on the form most recently filed with the Secretary of the Company prior to the Employee’s death. In the event no validly designated beneficiary survives the Employee by at least one year, the Beneficiary shall be the Employee’s estate. In the event the last designated beneficiary survives the Employee by more than one year, the Beneficiary shall be the estate of such last designated beneficiary.

(c) “Disability means either (i) the Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) the Employee is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan of the Company.

(d) “Employment Agreement” means the Employee’s employment agreement effective June 14, 2008.

(e) “Other Benefits” means the sum of:

(i)

the Employee’s normal retirement age accrued monthly benefit as determined in accordance with Section 5.02(a) of the Gehl Company Retirement Income Plan “B” or its successor as in effect at the time benefits commence hereunder pursuant to Section 2(b).

(ii)

the monthly amount available to the Employee under the provisions of Title 11 of the Social Security Act (or its successor) as in effect on, and calculated based on his actual earnings history for Social Security benefits as of, the date benefits hereunder commence pursuant to Section 2(b) below and assuming commencement with the month following attainment of age sixty-five (65).

(f) “Separation from Service” means the date determined under the default rules of the applicable regulations for Code Section 409A for a separation from service between the Employee and the Company, with the exception that the default rule for a bona fide leave of absence for disability is extended from six (6) months to twenty-nine (29) months.

(g) “Vested Percentage” means the percentage of the supplemental retirement benefit in Section 2 earned by the Employee, subject in any event to the forfeiture provision of Section 4 and the change in control provision of Section 5. The Vested Percentage is one hundred percent (100%) in any of the following circumstances:

(i)

after the Employee completes five (5) years of Vesting Service;

(ii)

if the Employee suffers a Disability; or

(iii)

if the Employee retires from the Company after attainment of age sixty-two (62).

In the event the Employee does not have a Vested Percentage of one hundred percent (100%), he shall receive ten percent (10%) vesting for each complete year of Vesting Service.

(h) “Vesting Service” means the period of the Employee’s consecutive employment with the Company from November 24, 1992, through the date of Separation from Service.

Section 2. Supplemental Retirement Benefits.

(a) The amount of the monthly supplemental retirement benefit shall be the Employee’s Vested Percentage times an amount equal to:

(i)

sixty percent (60%) of the Employee’s Average Monthly Compensation; less

(ii)

the Employee’s Other Benefits.

(b) The monthly supplement shall be payable to the Employee commencing as of the first day of the month following the earlier to occur of:

(i)

age sixty-five (65); or

(ii)

the later of Separation from Service or age sixty-two (62).

The supplement shall continue to be paid to the Employee for a period of fifteen (15) years. Notwithstanding the foregoing, in the event that subsection (b)(ii) is applicable, in no event shall payments be made prior to the date that is six (6) months after the Separation from Service. In the event that this proviso causes one or more delayed monthly payments, the delayed monthly payments shall be accumulated with interest and paid on the first business day after the end of the delay period. The applicable interest rate shall be the rate of interest announced by M&I Bank, Milwaukee, Wisconsin from time to time as its prime or base lending rate, such rate to be determined as of the Separation from Service.

(c) In the event the Employee commences receiving the supplement but dies prior to the end of the payment period, the remaining monthly payments in the fifteen (15)-year period shall be made to the Beneficiary.

(d) In the event the Employee dies after Separation from Service but prior to the commencement of benefits pursuant to (b) above, the monthly supplement calculated pursuant to subsection (a) above shall be paid to the Beneficiary for the fifteen (15)-year period commencing as of the first day of the month following the later to occur of the Employee’s death or the date the Employee would have attained (or if applicable, did attain) age sixty-two (62).

Section 3. Pre-Retirement Death Benefit. In the event the Employee dies prior to commencement of the supplemental retirement benefit under Section 2(b) above and while employed by the Company, a pre-retirement death benefit shall be paid to the Beneficiary in lieu of any payment pursuant to Section 2 above. The form of such pre-retirement death benefit shall be ten (10) annual payments, the first being due as of the last day of the month following the month of the Employee’s death and the remaining payments being due on successive anniversaries of the first payment due date. The amount of each of the ten (10) payments shall be the greater of (i) forty percent (40%) of the Employee’s Average Monthly Compensation, annualized, as of the Employee’s date of death and (ii) the actuarial equivalent (payable in the ten (10) installment method above) of the benefit that would have been paid to the Beneficiary pursuant to Section 2(d) if the Employee had terminated employment immediately prior to the Employee’s death. Such actuarial equivalent shall be determined by the Company using as the applicable discount rate the interest rate that would be used under the Gehl Company Retirement Income Plan “B” to calculate the amount of a lump sum distribution to be made on such date of death.

Section 4. Non-Competition Requirement. Employee agrees that for a period of two (2) years after Separation from Service, the Employee shall not, except as permitted by the Company’s prior written consent, engage in, be employed by, or in any way advise or act for, or have any financial interest in any business which is in substantial direct competition with the Company as such term is defined in the Employment Agreement. If the Employee shall fail to comply with any of the foregoing conditions, he shall forfeit all right to any payments pursuant to Section 2 hereof which would otherwise be payable to him thereafter.

Section 5. Change in Control. Notwithstanding the definition of Vested Percentage in Section 1 hereof, an Employee shall be one hundred percent (100%) vested, subject to Section 4, in the event there is a change in control of the Company as defined in the Employment Agreement.

Section 6. No Rights of Employment. Nothing herein contained shall be deemed to confer upon the Employee any right to continue in the employ of the Company nor to interfere with the right of the Company to terminate his employment at any time.

Section 7. Employee’s Rights Non-Assignable. Neither the Employee nor the Beneficiary shall have the power to transfer, assign, anticipate, mortgage, or otherwise encumber in advance any of the payments provided in this Agreement; nor shall any of said payments nor any assets of the Company, including any insurance policies owned by the Company, be subject to seizure for the payment of any of the recipient’s debts, judgments or other obligations arising by operation of law or in the event of bankruptcy, insolvency or otherwise.

Section 8. Company Not Required to Fund This Agreement. The Company is not obligated to set aside or credit the Employee or the Beneficiary with funds to provide for the payment of the amounts due under this Agreement, and nothing in this Agreement shall be construed as creating a trust fund of any kind for the benefit of the Employee or the Beneficiary. The Employee or Beneficiary have the status of general unsecured creditors of the Company, and this Agreement constitutes a mere promise by the Company to make future benefit payments in accordance with the terms hereof. It is the intention of the parties that this Agreement is unfunded for purposes of the Code and Title I of the Employee Retirement Income Security Act of 1974, as amended.

Section 9. Administration. This Agreement shall be administered by the Gehl Company Compensation and Benefits Committee (herein referred to as the “Committee”). If the Employee is also a Committee member, he shall abstain from any deliberations or vote on any matter in connection with this Agreement.

Section 10. Successors and Assigns. This Agreement shall inure to and be binding upon the successors and assigns of the Company.

Section 11. Acceleration. In the event that payment of the benefits provided by Section 2 hereunder is accelerated in a present value payment pursuant to the Employee’s Change in Control section of the Employment Agreement, all other benefits and provisions hereof shall be deemed terminated.

Section 12. 409A.

(a) If an amount or the value of a benefit under this Agreement is required to be included in an Employee’s income prior to the date such amount is actually distributed or benefit provided as a result of the failure of this Agreement (or any other arrangement required to be aggregated with this Agreement under Code Section 409A) to comply with Code Section 409A, then the Employee shall receive a distribution, in a lump sum, within ninety (90) days after the date it is finally determined that the Agreement fails to meet the requirements of Code Section 409A; such distribution shall equal the amount required to be included in the Employee’s income as a result of such failure and shall reduce the amount of payments or benefits otherwise due hereunder.

(b) The Company and the Employee intend the terms of this Agreement to be in compliance with Code Section 409A. The Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit, including but not limited to consequences related to Code Section 409A. To the maximum extent permissible, any ambiguous terms of this Agreement shall be interpreted in a manner which avoids a violation of Code Section 409A.

(c) The Employee acknowledges that to avoid an additional tax on payments that may be payable or benefits that may be provided under this Agreement and that constitute deferred compensation that is not exempt from Code Section 409A, the Employee must make a reasonable, good faith effort to collect any payment or benefit to which the Employee believes the Employee is entitled hereunder no later than ninety (90) days after the latest date upon which the payment could have been made or benefit provided under this Agreement, and if not paid or provided, must take further enforcement measures within one hundred eighty (180) days after such latest date.

(d) The Employee acknowledges that in the discretion of the Company a portion of the benefits hereunder may be accelerated up to the amount of the withholding requirement for taxes under Code Section 3121(v) (i.e., FICA taxes) related to the benefits hereunder; any such acceleration shall reduce the amount of payments otherwise due hereunder.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

Attest:	GEHL COMPANY
/s/ Michael J. Mulcahy	/s/ John T. Byrnes
Its Secretary	Its Director: John T. Byrnes
	EMPLOYEE
/s/ Michael J. Mulcahy	/s/ William D. Gehl
Witness as to William D. Gehl	William D. Gehl

EX-10.3 4 cmw3587c.htm SERP - MOORE

GEHL COMPANY/MOORE
2008
SUPPLEMENTAL RETIREMENT BENEFIT AGREEMENT

THIS AGREEMENT, made and entered into as of the _____day of ___________, 2008, by and between GEHL COMPANY, West Bend, Wisconsin (hereinafter referred to as the “Company”), and MALCOLM F. MOORE, of River Hills, Wisconsin (hereinafter referred to as the “Employee”):

W I T N E S S E T H:

WHEREAS, the Employee is currently employed by the Company in the capacity of President and in such position can contribute materially to its continued growth and development and to its future financial success; and

WHEREAS, the Company desires to insure insofar as possible that the Company will have the benefit of the Employee’s full services and executive capacities for future years;

WHEREAS, the Employee and the Company previously entered into one or more Supplemental Retirement Benefit Agreements, the most recent of which was dated April 5, 2007, and they desire to amend and restate such arrangement as reflected herein;

NOW, THEREFORE, in consideration of services rendered by the Employee to the Company, it is agreed as follows:

Section 1. Definitions.

(d) “Separation from Service” means the date determined under the default rules of the applicable regulations for Code Section 409A for a separation from service between the Employee and the Company, with the exception that the default rule for a bona fide leave of absence for disability is extended from six (6) months to twenty-nine (29) months.

(e) “Vested Percentage” means the percentage of the supplemental retirement benefit in Section 2 earned by the Employee, subject in any event to the forfeiture provision of Section 4 and the change in control provision of Section 5. The Vested Percentage is one hundred percent (100%) in any of the following circumstances:

(i)

after the Employee completes five (5) years of Vesting Service;

(ii)

if the Employee suffers a Disability; or

(iii)

if the Employee retires from the Company after attainment of age sixty-two (62).

In the event the Employee does not have a Vested Percentage of one hundred percent (100%), he shall receive ten percent (10%) vesting for each complete year of Vesting Service.

(f) “Vesting Service” means the period of the Employee’s consecutive employment with the Company from January 1, 1986, through the date of Separation from Service.

Section 2. Supplemental Retirement Benefits.

(a) The amount of the monthly supplemental retirement benefit shall be the Employee’s Vested Percentage times an amount equal to fifty percent (50%) of the Employee’s Average Monthly Compensation, less:

(i)

(ii)

the monthly amount available to the Employee under the provisions of Title 11 of the Social Security Act (or it successors) as in effect on, and calculated based on his actual earnings history for Social Security benefits as of, the date benefits hereunder commence pursuant to Section 2(b) below and assuming commencement with the month following attainment of age sixty-five (65).

(b) The monthly supplement shall be payable to the Employee commencing as of the first day of the month following the earlier to occur of:

(i)

age sixty-five (65); or

(ii)

the later of Separation from Service or age sixty-two (62).

Section 3. Pre-Retirement Death Benefit. In the event the Employee dies prior to commencement of the supplemental retirement benefit under Section 2(b) above and while employed by the Company, a pre-retirement death benefit shall be paid to the Beneficiary in lieu of any payment pursuant to Section 2 above. The form of such pre-retirement death benefit shall be five (5) annual payments, the first being due as of the last day of the month following the month of the Employee’s death and the remaining payments being due on successive anniversaries of the first payment due date. The amount of each of the five (5) payments shall be the greater of (i) forty percent (40%) of the Employee’s Average Monthly Compensation, annualized, as of the Employee’s date of death and (ii) the actuarial equivalent (payable in the five (5) installment method above) of the benefit that would have been paid to the Beneficiary pursuant to Section 2(d) if the Employee had terminated employment immediately prior to the Employee’s death. Such actuarial equivalent shall be determined by the Company using as the applicable discount rate the interest rate that would be used under the Gehl Company Retirement Income Plan “B” to calculate the amount of a lump sum distribution to be made on such date of death.

Section 4. Non-Competition Requirement. Employee agrees that for a period of two (2) years after Separation from Service, the Employee shall not, except as permitted by the Company’s prior written consent, engage in, be employed by, or in any way advise or act for, or have any financial interest in any business which is a competitor of the Company. The ownership of minority and non-controlling shares of any corporation whose shares are listed on a recognized stock exchange or traded in an over-the-counter market shall not be deemed as constituting a financial interest in such corporation. If the Employee shall fail to comply with any of the foregoing conditions, he shall forfeit all right to any payments pursuant to Section 2 hereof which would otherwise be payable to him thereafter.

(i)

securities of GEHL representing thirty percent (30%) or more of the combined voting power of GEHL’s then outstanding voting securities are acquired pursuant to a tender offer or an exchange offer; or

(ii)

the shareholders of GEHL approve a merger or consolidation of GEHL 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 GEHL (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

(iii)

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

(iv)

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 GEHL representing thirty percent (30%) or more of the combined voting power of GEHL’s then outstanding securities the effect of which (as determined by the Board) is to take over control of GEHL; or

(v)

during any period of two (2) consecutive years, individuals who, at the beginning of such period, constituted the Board of Directors of GEHL 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;

but only if such event is also a change in the ownership or effective control or a change in the ownership of a substantial portion of the assets of the Company as defined by the applicable regulations for Code Section 409A using its default provisions.

Section 10. Successors and Assigns. This Agreement shall inure to and be binding upon the successors and assigns of the Company.

Section 11. Acceleration. In the event that payment of the benefits provided by Section 2 hereunder is accelerated in a present value payment pursuant to the Employee’s Change in Control and Severance Agreement, all other benefits and provisions hereof shall be deemed terminated.

Section 12. 409A.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

Attest:	GEHL COMPANY
/s/ Michael J. Mulcahy	/s/ William D. Gehl
	Its: Chairman of the Board and
	Chief Executive Officer
	EMPLOYEE
/s/ Michael J. Mulcahy	/s/ Malcolm F. Moore
Witness as to Malcolm F. Moore	Malcolm F. Moore

EX-10.4 5 cmw3587d.htm FORM OF SERP AGREEMENT

GEHL COMPANY/MULCAHY
2008
SUPPLEMENTAL RETIREMENT BENEFIT AGREEMENT

THIS AGREEMENT, made and entered into as of the _____day of ___________, 2008, by and between GEHL COMPANY, West Bend, Wisconsin (hereinafter referred to as the “Company”), and __________________________, of __________, Wisconsin (hereinafter referred to as the “Employee”):

W I T N E S S E T H:

WHEREAS, the Employee is currently employed by the Company in the capacity of Vice President and in such position can contribute materially to its continued growth and development and to its future financial success; and

WHEREAS, the Company desires to insure insofar as possible that the Company will have the benefit of the Employee’s full services and executive capacities for future years;

NOW, THEREFORE, in consideration of services rendered by the Employee to the Company, it is agreed as follows:

Section 1. Definitions.

(i)

after the Employee completes five (5) years of Vesting Service;

(ii)

if the Employee suffers a Disability; or

(iii)

if the Employee retires from the Company after attainment of age sixty-two (62).

In the event the Employee does not have a Vested Percentage of one hundred percent (100%), he shall receive ten percent (10%) vesting for each complete year of Vesting Service.

(f) “Vesting Service” means the period of the Employee’s consecutive employment with the Company from January 1, 1986, through the date of Separation from Service.

Section 2. Supplemental Retirement Benefits.

(a) The amount of the monthly supplemental retirement benefit shall be the Employee’s Vested Percentage times an amount equal to forty percent (40%) of the Employee’s Average Monthly Compensation.

(b) The monthly supplement shall be payable to the Employee commencing as of the first day of the month following the earlier to occur of:

(i)

age sixty-five (65); or

(ii)

the later of Separation from Service or age sixty-two (62).

Section 3. Pre-Retirement Death Benefit. In the event the Employee dies prior to commencement of the supplemental retirement benefit under Section 2(b) above and while employed by the Company, a pre-retirement death benefit shall be paid to the Beneficiary in lieu of any payment pursuant to Section 2 above. The form of such pre-retirement death benefit shall be five (5) annual payments, the first being due as of the last day of the month following the month of the Employee’s death and the remaining payments being due on successive anniversaries of the first payment due date. The amount of each of the five (5) payments shall be the greater of (i) forty percent (40%) of the Employee’s Average Monthly Compensation, annualized, as of the Employee’s date of death and (ii) the actuarial equivalent (payable in the five (5) installment method above) of the benefit that would have been paid to the Beneficiary pursuant to Section 2(d) if the Employee had terminated employment immediately prior to the Employee’s death. Such actuarial equivalent shall be determined by the Company using as the applicable discount rate the interest rate that would be used under the Gehl Company Retirement Income Plan “B” to calculate the amount of a lump sum distribution to be made on such date of death.

Section 4. Non-Competition Requirement. Employee agrees that for a period of two (2) years after Separation from Service, the Employee shall not, except as permitted by the Company’s prior written consent, engage in, be employed by, or in any way advise or act for, or have any financial interest in any business which is a competitor of the Company. The ownership of minority and non-controlling shares of any corporation whose shares are listed on a recognized stock exchange or traded in an over-the-counter market shall not be deemed as constituting a financial interest in such corporation. If the Employee shall fail to comply with any of the foregoing conditions, he shall forfeit all right to any payments pursuant to Section 2 hereof which would otherwise be payable to him thereafter.

(i)

(ii)

(iii)

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

(iv)

(v)

Section 10. Successors and Assigns. This Agreement shall inure to and be binding upon the successors and assigns of the Company.

Section 11. Acceleration. In the event that payment of the benefits provided by Section 2 hereunder is accelerated in a present value payment pursuant to the Employee’s Change in Control and Severance Agreement, all other benefits and provisions hereof shall be deemed terminated.

Section 12. 409A.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

Attest:	GEHL COMPANY
______________________________	______________________________
	Its: Chairman of the Board and
	Chief Executive Officer
	EMPLOYEE
______________________________	______________________________
Witness as to [Executive]	[Executive]

EX-10.5 6 cmw3587e.htm FORM OF CHANGE IN CONTROL AGREEMENT

GEHL COMPANY/MULCAHY
CHANGE IN CONTROL AND SEVERANCE AGREEMENT

THIS AGREEMENT, made and entered into as of the _____day of ___________, 2008, by and between GEHL COMPANY, a Wisconsin corporation (hereinafter referred to as the “GEHL”), and _________________________ (hereinafter referred to as the “Executive”).

W I T N E S S E T H :

WHEREAS, the Executive is employed by GEHL in a key executive capacity, and the Executive’s services are valuable to the conduct of the business of GEHL;

WHEREAS, the Board of Directors of GEHL (the “Board”) recognizes that circumstances may arise in which a change in control of GEHL occurs, through acquisition or otherwise, thereby causing uncertainty about the Executive’s future employment with GEHL without regard to the Executive’s competence or past contributions, which uncertainty may result in the loss of valuable services of the Executive to the detriment of GEHL and its shareholders, and GEHL and the Executive wish to provide reasonable security to the Executive against changes in the Executive’s relationship with GEHL in the event of any such change in control;

WHEREAS, GEHL and the Executive are desirous that any proposal for a change in control or acquisition of GEHL will be considered by the Executive objectively and with reference only to the best interests of GEHL and its shareholders;

WHEREAS, the Executive will be in a better position to consider GEHL’s best interests if the Executive is afforded reasonable security, as provided in this Agreement, against altered conditions of employment which could result from any such change in control or acquisition; and

WHEREAS, GEHL deems it appropriate to provide the Executive with specified severance benefits, as provided in this Agreement, in the event of certain termination of the Executive other than in the context of a Change in Control or acquisition.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, the parties hereto mutually covenant and agree as follows:

Section 1. Change in Control. In the event a Change in Control, as defined below, occurs while the Executive is employed by GEHL and this Agreement is in effect, the Executive shall automatically be entitled to employment by GEHL for two (2) years after the occurrence of the Change in Control (such two (2)-year term of employment is hereafter referred to as the “Change in Control Contract Term”). While employed by GEHL during the Change in Control Contract Term, the Executive shall be entitled to a base salary, bonus opportunity and other employee benefits substantially equivalent to those the Executive was entitled to immediately prior to the Change in Control. In addition, upon the occurrence of a Change in Control, and assuming that the Executive is in the employ of GEHL at such time or demonstrates that his prior termination was effected in anticipation of a Change in Control as contemplated by the succeeding paragraph, (i) the unvested stock options awarded to the Executive under the GEHL Stock Option Plans shall vest, and (ii) all restrictions limiting the exercise, transferability, entitlement or incidents of ownership of any outstanding award, including options, restricted stock, supplemental retirement benefits, deferred compensation, or other property or rights granted to the Executive after the date of this Agreement (other than pursuant to plans of general application to salaried employees such as tax-qualified retirement plans, life insurance and the health plan) shall lapse, and such awards shall become fully vested and be held by or for the Executive free and clear of all such restrictions. This provision shall apply to all such property or rights notwithstanding the provisions of any other plan or agreement.

If the Executive incurs a Separation from Service (as defined below) because the Executive’s employment shall be terminated by GEHL without Cause (as defined below) or the Executive shall terminate his employment for Good Reason (as defined below) during the Change in Control Contract Term, or if GEHL shall terminate the Executive’s employment without Cause, triggering a Separation from Service, within six (6) months before the execution of a definitive purchase agreement that ultimately results in a Change in Control and the Executive shall reasonably demonstrate that such termination was in connection with or in anticipation of the Change in Control, the Executive shall be entitled to the following:

(iii) paid in a lump sum within thirty (30) days of the date of the Executive’s Separation from Service or the date that the Executive demonstrates that such Separation from Service was in connection with or in anticipation of the Change in Control, whichever is applicable:

(a)

The Executive’s base salary as in effect on the Separation from Service (“Current Base Salary”) through the Separation from Service to the extent not theretofore paid; and

(b)

The pro rata portion (based on the completed months in the calendar year through the Separation from Service divided by twelve (12)) of the target bonus award that could have been earned by the Executive under GEHL’s then-existing bonus plan, ignoring performance requirements and any requirement that the Executive be employed through the end of the fiscal year; and

(iv) paid in a lump sum on the first business day that is six (6) months after the Separation from Service or the later date that the Executive demonstrates that such Separation from Service was in connection with or in anticipation of the Change in Control, whichever is applicable:

(c)

Two (2) times the sum of (I) the Current Base Salary and (II) the highest bonus amount earned by the Executive in any of the five (5) fiscal years which precede the year in which the Separation from Service occurs, including any amounts deferred; and

(d)

The present value of the Executive’s benefits under Section 2 of the Executive’s most current Supplemental Retirement Benefit Agreement using a discount rate equal to the interest rate that would be used by the 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;

If benefits under (a), (b), (c) and (d) above are triggered, the Executive shall also receive at the expense of GEHL (at the time of entering into the agreement, the executive needs to irrevocably select one of the following two options by checking the applicable provision; no subsequent change in the election is permitted):

___

outplacement services, on an individualized basis at a level of service commensurate with the Executive’s most senior status with GEHL during the one hundred eighty (180)-day period prior to the date of the Change in Control, provided by a nationally recognized senior executive placement firm selected by GEHL with the consent of the Executive, provided that the cost to GEHL of such services shall not exceed twenty percent (20%) of the Executive’s Current Base Salary and provided further that such outplacement services shall cease no later than December 31 of the second calendar year following the calendar year in which the Executive’s Separation from Service occurs.

___

the lesser of Fifteen Thousand Dollars ($15,000) or twenty percent (20%) of the Executive’s Current Base Salary, such amount to be paid at the same time as the benefits in (c) and (d) above with interest credited in the same fashion.

If benefits under the preceding paragraph and under (a), (b), (c) and (d) in the second preceding paragraph are triggered, in addition, for twenty-four (24) months after the Separation from Service, GEHL shall provide to the Executive and his family medical benefits at least substantially equal on a pre-tax basis to those provided to him and his family just prior to the date of the Change in Control, whether pursuant to a group plan or individual coverage. Notwithstanding the foregoing, if the Executive obtains employment during the twenty-four (24)-month period and family medical benefits (substantially equivalent to those offered by GEHL just prior to the date of the Change in Control) are available from the new employer, GEHL’s obligation to provide such family medical benefits shall cease for so long as the Executive remains employed. If the extended coverage exceeds the applicable “COBRA” continuation period, typically eighteen (18) months, and if such coverage is provided under a health plan that is subject to Code Section 105(h), benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv)(A) and (B) and, if necessary, GEHL shall amend such health plan to comply therewith.

In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under this Agreement and such amounts shall not be reduced (except to the extent set forth in the immediately preceding paragraph) whether or not the Executive obtains other employment. In addition, GEHL will not be entitled to reduce the amounts payable under this Agreement for any claims or rights it may have against the Executive.

“Change in Control” for the purposes of this Agreement shall be defined as one of the following:

Securities of GEHL representing thirty percent (30%) or more of the combined voting power of GEHL’s then outstanding voting securities are acquired pursuant to a tender offer or an exchange offer; or

ii)

The shareholders of GEHL approve a merger or consolidation of GEHL 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 GEHL (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

iii)

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

iv)

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 GEHL representing thirty percent (30%) or more of the combined voting power of GEHL’s then outstanding securities the effect of which (as determined by the Board) is to take over control of GEHL; or

During any period of two (2) 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 (2/3) of the directors then still in office who were directors at the beginning of the period;

“Good Reason” for the purposes of this Agreement shall be 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 from, or any failure to re-elect or reappoint the Executive to, any of the positions held with GEHL on the date of the Change in Control or any other positions with GEHL to which the Executive 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 other than for Good Reason; or

ii)

A good faith determination by the Executive that there has been a significant adverse change, without the Executive’s written consent, in the Executive’s working conditions or status with GEHL 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’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

iii)

Any material breach by GEHL of any provision of this Agreement; or

iv)

Any purported termination of the Executive’s employment for Cause by GEHL which is determined under Section 13 not to be for conduct encompassed in the definition of Cause contained herein; or

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

vi)

GEHL’s requiring the Executive 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’s responsibilities hereunder, without the Executive’s consent.

For purposes of this Section, any good faith determination of Good Reason made by the Executive shall be conclusive.

“Separation from Service” for purposes of this Agreement means the date determined under the default rules of the applicable regulations for Internal Revenue Code (“Code”) Section 409A for a separation from service between the Executive and GEHL, with the exception that the default rule for a bona fide leave of absence for disability is extended from six (6) months to twenty-nine (29) months.

Section 2. Separation from Service Other Than in the Context of a Change in Control/Severance. If the Executive incurs a Separation from Service because his employment is involuntarily terminated by GEHL for any reason other than (i) Cause, (ii) circumstances under which the Executive would be entitled to the payments provided by Section 1 hereof or (iii) the Executive’s death or disability, the Executive shall be entitled to receive, and GEHL shall be obligated to pay, the Executive’s then Current Base Salary, as in effect immediately prior to such termination, for one (1) full year from the Executive’s Separation from Service. During such year, the Executive shall also continue to participate in all group health and welfare benefit plans and programs of GEHL to the extent that such continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive’s continued participation in any such plans and programs is barred, and in lieu thereof, the Executive shall be entitled to receive on a payroll basis during the above period an amount equal to the sum of the average annual contributions, payments, credits, or allocations made by GEHL to him, to his account, or on his behalf over the two (2) fiscal years (or fraction thereof) of GEHL preceding the Separation from Service under such plans and programs from which his continued participation is barred.

Notwithstanding the foregoing unless the Internal Revenue Service has issued clear guidance that the definition of Good Reason following a Change in Control does not prevent this Section 2 benefit from being an “involuntary separation” benefit, no cash benefit under this Section 2 shall be payable until the first business day that is six (6) months after the Separation from Service, at which time all such delayed payments shall be paid in a lump sum and credited with interest for the period of the delay at the rate announced by M&I Bank, Milwaukee, Wisconsin from time to time as its prime or base lending rate determined as of the Separation from Service. If such clear guidance has been issued, the six (6) month delay shall only apply to the portion of the Section 2 benefit, if any, which exceeds the aggregate dollar limitations for an involuntary severance plan exempt from Code Section 409A under the applicable regulations thereof.

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

Section 3. Assigns and Successors. The rights and obligations of GEHL under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of GEHL and GEHL shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to expressly assume and agree to perform this Agreement in the same manner and to the same extent that GEHL would be required to perform if no such succession or assignment had taken place.

Section 4. Construction. Section headings are for convenience only and shall not be considered a part of the terms and provisions of this Agreement.

Section 5. Notices. All notices under this Agreement shall be in writing and shall be deemed effective when delivered in person (in GEHL’s case, to its Secretary, or to its Chief Executive Officer if the Executive is then serving as Secretary) or by facsimile to the number provided for such purpose by the applicable party or forty-eight (48) hours after deposit thereof in the U.S. mails, postage prepaid, addressed, in the case of the Executive, to his last known address as carried on the personnel records of GEHL and, in the case of GEHL, to the corporate headquarters, attention of the Secretary, or to its Chief Executive Officer if the Executive is then serving as Secretary, or to such other address as the party to be notified may specify by notice to the other party.

Section 6. Severability. Should it be determined that one or more of the clauses of this Agreement is (are) found to be unenforceable, illegal, contrary to public policy, etc., this Agreement shall remain in full force and effect except for the unenforceable, illegal, or contrary to public policy provisions.

Section 7. Limitation on Payments.

(a)

Notwithstanding anything contained herein to the contrary, prior to the payment of any amounts pursuant to Sections 1 or 2 hereof, a national accounting firm designated by GEHL (the “Accounting Firm”) shall compute whether there would be any “excess parachute payments” payable to the Executive, within the meaning of Code Section 280G, taking into account the total “parachute payments,” within the meaning of Code Section 280G, payable to the Executive by GEHL or any successor thereto under this Agreement and any other plan, agreement or otherwise. If there would be any excess parachute payments, the Accounting Firm will compute the net after-tax proceeds to the Executive, taking into account the excise tax imposed by Code Section 4999, if (i) the payments hereunder were reduced, but not below zero, such that the total parachute payments payable to the Executive would not exceed three (3) times the “base amount” as defined in Code Section 280G, less One Dollar ($1.00) or (ii) the payments hereunder were not reduced. If reducing the payments hereunder would result in a greater after-tax amount to the Executive, such lesser amount shall be paid to the Executive. If not reducing the payments hereunder would result in a greater after-tax amount to the Executive, such payments shall not be reduced. The determination by the Accounting Firm shall be binding upon GEHL and the Executive.

(b)

As a result of the uncertainty in the application of Code Section 280G, it is possible that excess parachute payments will be paid when such payment would result in a lesser after-tax amount to the Executive; this is not the intent hereof. In such cases, the payment of any excess parachute payments will be void ab initio as regards any such excess. Any excess will be treated as a loan by GEHL to the Executive. The Executive will return the excess to GEHL, within fifteen (15) business days of any determination by the Accounting Firm that excess parachute payments have been paid when not so intended, with interest at an annual rate equal to the rate provided in Code Section 1274(d) (or one hundred twenty percent (120%) of such rate if the Accounting Firm determines that such rate is necessary to avoid an excise tax under Code Section 4999) from the date the Executive received the excess until it is repaid to GEHL.

(c)

All fees, costs and expenses (including, but not limited to, the cost of retaining experts) of the Accounting Firm shall be borne by GEHL and GEHL shall pay such fees, costs and expenses as they become due. In performing the computations required hereunder, the Accounting Firm shall assume that taxes will be paid for state and federal purposes at the highest possible marginal tax rates which could be applicable to the Executive in the year of receipt of the payments, unless the Executive agrees otherwise.

Section 8. Confidentiality. During and following the Executive’s employment by GEHL, the Executive shall hold in confidence and not directly or indirectly disclose or use or copy or make lists of any confidential information or proprietary data of GEHL except to the extent authorized in writing by the Board or required by any court or administrative agency, other than to an employee of GEHL or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an executive of GEHL. Confidential information shall not include any information known generally to the public or any information of a type not otherwise considered confidential by persons engaged in the same business or a business similar to that of GEHL. All records, files, documents and materials, or copies thereof, relating to the business of GEHL which the Executive shall prepare, or use, or come into contact with, shall be and remain the sole property of GEHL and shall be promptly returned to GEHL upon Separation from Service.

Section 9. Expenses and Interest. If (i) a dispute arises with respect to the enforcement of the Executive’s rights under this Agreement, (ii) any legal or arbitration proceeding shall be brought to enforce or interpret any provision contained herein or to recover damages for breach hereof, or (iii) any tax audit or proceeding is commenced that is attributable in part to the application of Code Section 4999, in any case so long as the Executive is not acting in bad faith, then GEHL shall reimburse the Executive for any reasonable attorneys’ fees and necessary costs and disbursements incurred as a result of such dispute, legal or arbitration proceeding or tax audit or proceeding (“Expenses”), and prejudgment interest on any money judgment or arbitration award obtained by the Executive calculated at the rate of interest announced by M&I Bank, Milwaukee, Wisconsin, from time to time as its prime or base lending rate from the date that payments to the Executive should have been made under this Agreement. Within ten (10) days after the Executive’s written request therefor, GEHL shall pay to the Executive, or such other person or entity as the Executive may designate in writing to GEHL, the Executive’s reasonable Expenses in advance of the final disposition or conclusion of any such dispute, legal or arbitration proceeding. Any such payment shall be made promptly following the date of the final determination that the Executive is not acting in bad faith, but no later than the end of the calendar year following the year in which the Executive incurs the expense.

Section 10. Payment Obligations Absolute. GEHL’s obligation to pay the Executive any amounts required hereunder and to make the benefit and other arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any setoff, counterclaim, recoupment, defense or other right which GEHL may have against the Executive or anyone else. Except as provided in Section 9, all amounts payable by GEHL hereunder shall be paid without notice or demand. Each and every payment made hereunder by GEHL shall be final, and GEHL will not seek to recover all or any part of such payment from the Executive, or from whomsoever may be entitled thereto, for any reason whatsoever.

Section 11. No Waiver. The Executive’s or GEHL’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or GEHL may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

Section 12. Headings. The headings herein contained are for reference only and shall not affect the meaning or interpretation of any provision of this Agreement.

Section 13. Governing Law; Resolution of Disputes. This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Wisconsin. Any dispute arising out of this Agreement shall, at the Executive’s election, be determined by arbitration under the rules of the American Arbitration Association then in effect (in which case both parties shall be bound by the arbitration award) or by litigation. Whether the dispute is to be settled by arbitration or litigation, the venue for the arbitration or litigation shall be West Bend, Wisconsin or, at the Executive’s election, if the Executive is no longer residing or working in the West Bend, Wisconsin metropolitan area, in the judicial district encompassing the city in which the Executive resides; provided, that, if the Executive is not then residing in the United States, the election of the Executive with respect to such venue shall be either West Bend, Wisconsin or in the judicial district encompassing that city in the United States among the thirty cities having the largest population (as determined by the most recent United States Census data available at the Separation from Service) which is closest to the Executive’s residence. The parties consent to personal jurisdiction in each trial court in the selected venue having subject matter jurisdiction notwithstanding their residence or situs, and each party irrevocably consents to service of process in the manner provided hereunder for the giving of notices.

Section 14. 409A.

(a)

If an amount or the value of a benefit under this Agreement is required to be included in an Executive’s income prior to the date such amount is actually distributed or benefit provided as a result of the failure of this Agreement (or any other arrangement required to be aggregated with this Agreement under Code Section 409A) to comply with Code Section 409A, then the Executive shall receive a distribution, in a lump sum, within ninety (90) days after the date it is finally determined that the Agreement fails to meet the requirements of Code Section 409A; such distribution shall equal the amount required to be included in the Executive’s income as a result of such failure and shall reduce the amount of payments or benefits otherwise due hereunder.

(b)

GEHL and the Executive intend the terms of this Agreement to be in compliance with Code Section 409A. GEHL does not guarantee the tax treatment or tax consequences associated with any payment or benefit, including but not limited to consequences related to Code Section 409A. To the maximum extent permissible, any ambiguous terms of this Agreement shall be interpreted in a manner which avoids a violation of Code Section 409A.

(c)

The Executive acknowledges that to avoid an additional tax on payments that may be payable or benefits that may be provided under this Agreement and that constitute deferred compensation that is not exempt from Code Section 409A, the Executive must make a reasonable, good faith effort to collect any payment or benefit to which the Executive believes the Executive is entitled hereunder no later than ninety (90) days after the latest date upon which the payment could have been made or benefit provided under this Agreement, and if not paid or provided, must take further enforcement measures within one hundred eighty (180) days after such latest date.

(d)

The Executive acknowledges that in the discretion of GEHL a portion of the benefits hereunder may be accelerated up to the amount of the withholding requirement for taxes under Code Section 3121(v) (i.e., FICA taxes) related to the benefits hereunder; any such acceleration shall reduce the amount of payments otherwise due hereunder.

Section 15. Amendment. No modification or amendment to this Agreement may be made without the written consent of the parties hereto.

IN WITNESS WHEREOF, GEHL COMPANY has caused this Agreement to be executed by its duly authorized officer, and the Executive has hereunto set his hand, all as of the date set forth above.

	GEHL COMPANY
	By:_________________________________
	William D. Gehl
	Chairman & CEO
	____________________________________
	Executive

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FORM 8-K

Item 9.01. Financial Statements and Exhibits.

SIGNATURES

GEHL COMPANY

GEHL COMPANY/MOORE 2008 SUPPLEMENTAL RETIREMENT BENEFIT AGREEMENT

GEHL COMPANY/MULCAHY 2008 SUPPLEMENTAL RETIREMENT BENEFIT AGREEMENT

GEHL COMPANY/MULCAHYCHANGE IN CONTROL AND SEVERANCE AGREEMENT

GEHL COMPANY/MOORE
2008
SUPPLEMENTAL RETIREMENT BENEFIT AGREEMENT

GEHL COMPANY/MULCAHY
2008
SUPPLEMENTAL RETIREMENT BENEFIT AGREEMENT

GEHL COMPANY/MULCAHY
CHANGE IN CONTROL AND SEVERANCE AGREEMENT