Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
Gehl Company
(Exact name of registrant as specified in its charter)
Wisconsin 39-0300430
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
143 Water Street
West Bend, Wisconsin 53095
(Address of principal executive offices) (Zip Code)
Gehl Company 1995 Stock Option Plan
(Full title of the plan)
Michael J. Mulcahy Copy to:
Vice President, Secretary
and General Counsel Jay O. Rothman
Gehl Company Foley & Lardner
143 Water Street 777 East Wisconsin Avenue
West Bend, Wisconsin 53095 Milwaukee, Wisconsin 53202
(414) 334-9461
(Name, address and telephone number,
including area code, of agent for service)
__________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered Per Share Price Fee
Common Stock, 600,000
$.10 par value shares $8.00(1) $4,800,000(1) $1,656
(1) Estimated pursuant to Rule 457(c) under the Securities Act of
1933 solely for the purpose of calculating the registration fee
based on the average of the high and low prices for Gehl Company
Common Stock as reported on The Nasdaq Stock Market on May 14,
1996.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified
in Part I are not required to be filed with the Securities and Exchange
Commission (the "Commission") as part of this Form S-8 Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by Gehl
Company (the "Company") are hereby incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, which includes certified financial
statements as of and for the fiscal year ended December 31, 1995.
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 30, 1996.
3. The description of the Company's Common Stock contained in
Item 1 of the Company's Registration Statement on Form 8-A, dated November
13, 1989, and any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended, after the date of filing of this Registration Statement
and prior to such time as the Company files a post-effective amendment to
this Registration Statement which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of
such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Wisconsin Business Corporation Law and the
Company's By-laws, directors and officers of the Company are entitled to
mandatory indemnification from the Company against certain liabilities and
expenses (i) to the extent such officers or directors are successful in
the defense of a proceeding and (ii) in proceedings in which the director
or officer is not successful in defense thereof, unless it is determined
that the director or officer breached or failed to perform his or her
duties to the Company and such breach or failure constituted: (a) a
willful failure to deal fairly with the Company or its shareholders in
connection with a matter in which the director or officer had a material
conflict of interest; (b) a violation of the criminal law unless the
director or officer had reasonable cause to believe his or her conduct was
lawful or had no reasonable cause to believe his or her conduct was
unlawful; (c) a transaction from which the director or officer derived an
improper personal profit; or (d) willful misconduct. It should be noted
that the Wisconsin Business Corporation Law specifically states that it is
the public policy of Wisconsin to require or permit indemnification in
connection with a proceeding involving securities regulation, as described
therein, to the extent required or permitted as described above.
Additionally, under the Wisconsin Business Corporation Law, directors of
the Company are not subject to personal liability to the Company, its
shareholders or any person asserting rights on behalf thereof for certain
breaches or failures to perform any duty resulting solely from their
status as directors except in circumstances paralleling those in
subparagraphs (a) through (d) outlined above.
Expenses for the defense of any action for which indemnification
may be available may be advanced by the Company under certain
circumstances.
The indemnification provided by the Wisconsin Business
Corporation Law and the Company's By-laws is not exclusive of any other
rights to which a director or officer may be entitled.
The Company maintains a liability policy for its directors and
officers as permitted by Wisconsin law which may extend to, among other
things, liability arising under the Securities Act of 1933, as amended.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit
No. Exhibit
(4.1) Gehl 1995 Stock Option Plan
(4.2) Provisions of the Restated Articles of
Incorporation of Gehl Company defining the
rights of holders of capital stock (incorporated
by reference to Exhibit 3.1 to Gehl Company's
Form S-1 Registration Statement (Registration
No. 33-31571))
(4.3) Provisions of the By-laws of Gehl Company, as
amended, defining the rights of holders of
capital stock (incorporated by reference to
Exhibit 3.3 to Gehl Company's Annual Report on
Form 10-K for the year ended December 31, 1995)
(4.4) Form of Stock Option Agreement for executive
officers used in conjunction with the Gehl
Company 1995 Stock Option Plan
(4.5) Form of Stock Option Agreement for non-employee
directors used in conjunction with the Gehl
Company 1995 Stock Option Plan
(5) Opinion of Foley & Lardner
(23.1) Consent of Price Waterhouse LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit
5 hereto)
(24) Power of Attorney relating to subsequent
amendments (included on the signature page to
this Registration Statement)
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is incorporated
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of West Bend, State of Wisconsin,
on May 16, 1996.
GEHL COMPANY
By: /s/ William D. Gehl
William D. Gehl
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated. Each person whose signature
appears below constitutes and appoints William D. Gehl and Michael J.
Mulcahy, and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully as he might or could do in person, hereby
ratifying and confirming all that each said attorney-in-fact and agent may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
/s/ William D. Gehl President, Chief May 16, 1996
William D. Gehl Executive Officer and
Director (Principal
Executive Officer)
/s/ Kenneth F. Kaplan Vice President of May 16, 1996
Kenneth F. Kaplan Finance and Treasurer
(Principal Financial
and Accounting Officer)
/s/ Thomas J. Boldt Director May 16, 1996
Thomas J. Boldt
/s/ Fred M. Butler Director May 16, 1996
Fred M. Butler
/s/ John W. Findley Director May 16, 1996
John W. Findley
/s/ John W. Gehl Director May 16, 1996
John W. Gehl
/s/ William P. Killian Director May 16, 1996
William P. Killian
/s/ Arthur W. Nesbitt Director May 16, 1996
Arthur W. Nesbitt
/s/ Roger E. Secrist Director May 16, 1996
Roger E. Secrist
/s/ John W. Splude Director May 16, 1996
John W. Splude
<PAGE>
EXHIBIT INDEX
GEHL COMPANY 1995 STOCK OPTION PLAN
Exhibit No. Exhibit
(4.1) Gehl Company 1995 Stock Option Plan
(4.2) Provisions of the Restated Articles of
Incorporation of Gehl Company defining the
rights of holders of capital stock
(incorporated by reference to Exhibit 3.1
to Gehl Company's Form S-1 Registration
Statement (Registration No. 33-31571))
(4.3) Provisions of the By-laws of Gehl Company,
as amended, defining the rights of holders
of capital stock (incorporated by reference
to Exhibit 3.3 to Gehl Company's Annual
Report on Form 10-K for the year ended
December 31, 1995)
(4.4) Form of Stock Option Agreement for
executive officers used in conjunction with
the Gehl Company 1995 Stock Option Plan
(4.5) Form of Stock Option Agreement for non-
employee directors used in conjunction with
the Gehl Company 1995 Stock Option Plan
(5) Opinion of Foley & Lardner
(23.1) Consent of Price Waterhouse LLP
(23.2) Consent of Foley & Lardner (contained in
Exhibit 5 hereto)
(24) Power of Attorney relating to subsequent
amendments (included on the signature page
to this Registration Statement)
GEHL COMPANY
1995 Stock Option Plan
Section 1. Purpose
The purpose of the Gehl Company 1995 Stock Option Plan (the "Plan")
is to promote the best interests of Gehl Company (together with any
successor thereto, the "Company") and its shareholders by providing key
employees of the Company and its Affiliates (as defined below) and members
of the Company's Board of Directors who are not employees of the Company
or its Affiliates with an opportunity to acquire a proprietary interest in
the Company. It is intended that the Plan will promote continuity of
management and increased incentive and personal interest in the welfare of
the Company by those key employees who are primarily responsible for
shaping and carrying out the long-range plans of the Company and securing
the Company's continued growth and financial success. In addition, by
encouraging stock ownership by directors who are not employees of the
Company or its Affiliates, the Company seeks to attract and retain on its
Board of Directors persons of exceptional competence and to provide a
further incentive to serve as a director of the Company.
Section 2. Definitions
As used in the Plan, the following terms shall have the respective
meanings set forth below:
(a) "Affiliate" shall mean any entity that, directly or through one
or more intermediaries, is controlled by, controls, or is under common
control with, the Company.
(b) "Award" shall mean any Option granted under the Plan.
(c) "Stock Option Agreement" shall mean any written agreement,
contract, or other instrument or document evidencing any Award under the
Plan.
(d) "Change of Control of the Company" shall mean any one of the
following events: (i) securities of the Company representing 25% or more
of the combined voting power of the Company's then outstanding voting
securities are acquired pursuant to a tender offer or exchange offer; (ii)
the shareholders of the Company approve a merger or consolidation of the
Company with any other Person as a result of which less than 50% of the
outstanding voting securities of the surviving or resulting Person are
owned by the former shareholders of the Company (other than a shareholder
who is an Affiliate of any party to such consolidation or merger); (iii)
the shareholders of the Company approve the sale of substantially all of
the Company's assets to a Person which is not a wholly-owned subsidiary of
the Company; (iv) any person becomes a beneficial owner (as such term is
defined in Rule 13d-3 of the Exchange Act (or any successor provision
thereto)), directly or indirectly, of securities of the Company
representing 25% or more of the combined voting power of the Company's
then outstanding securities the effect of which (as determined by the
Board of Directors of the Company and, in the case of Non-Qualified Stock
Options granted to Non-Employee Directors under the Plan, to the extent
permitted by Rule 16b-3) is to take over control of the Company; or (v)
during any period of two consecutive years, individuals who, at the
beginning of such period, constituted the Board of Directors of the
Company cease, for any reason, to constitute at least a majority thereof,
unless the election or nomination for election of each new director was
approved by the vote of at least two-thirds of the directors of the
Company then in office who were directors of the Company at the beginning
of the period.
(e) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
(f) "Commission" shall mean the United States Securities and
Exchange Commission or any successor agency.
(g) "Committee" shall mean a committee of the Board of Directors of
the Company designated by such Board to administer the Plan and comprised
of not less than two directors, each of whom is a "disinterested person"
within the meaning of Rule 16b-3 and each of whom is an "outside director"
within the meaning of Section 162(m)(4)(C) of the Code (or any successor
provision thereto).
(h) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended from time to time.
(i) "Fair Market Value" shall mean, with respect to any property
(including, without limitation, any Shares or other securities), the fair
market value of such property determined by such methods or procedures as
shall be established from time to time by the Committee.
(j) "Incentive Stock Option" shall mean an option granted under
Section 6(a) of the Plan that is intended to meet the requirements of
Section 422 of the Code (or any successor provision thereto).
(k) "Key Employee" shall mean any officer or other key employee of
the Company or of any Affiliate who is responsible for or contributes to
the management, growth or profitability of the business of the Company or
any Affiliate as determined by the Committee.
(l) "Non-Employee Director" shall mean any member of the Company's
Board of Directors who is not an employee of the Company or of any
Affiliate.
(m) "Non-Qualified Stock Option" shall mean an option granted under
Section 6(a) of the Plan that is not intended to be an Incentive Stock
Option and shall mean any option granted to a Non-Employee Director under
Section 6(b) of the Plan.
(n) "Option" shall mean an Incentive Stock Option or a Non-Qualified
Stock Option.
(o) "Participating Key Employee" shall mean a Key Employee
designated to be granted an Award under the Plan.
(p) "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization, or
government or political subdivision thereof.
(q) "Rule 16b-3" shall mean Rule 16b-3 as promulgated by the
Commission under the Exchange Act, or any successor rule or regulation
thereto.
(r) "Shares" shall mean shares of common stock of the Company, $.10
par value, and such other securities or property as may become subject to
Awards pursuant to an adjustment made under Section 4(b) of the Plan.
Section 3. Administration
The Plan shall be administered by the Committee; provided, however,
that if at any time the Committee shall not be in existence, the functions
of the Committee as specified in the Plan shall be exercised by a
committee consisting of those members of the Board of Directors of the
Company who qualify as "disinterested persons" under Rule 16b-3 and as
"outside directors" under Section 162(m)(4)(C) of the Code (or any
successor provision thereto). Subject to the terms of the Plan and
without limitation by reason of enumeration, the Committee shall have full
power and authority to: (i) designate Participating Key Employees; (ii)
determine the type or types of Awards to be granted to each Participating
Key Employee under the Plan; (iii) determine the number of Shares to be
covered by (or with respect to which payments, rights, or other matters
are to be calculated in connection with) Awards granted to Participating
Key Employees; (iv) determine the terms and conditions of any Award
granted to a Participating Key Employee; (v) determine whether, to what
extent, and under what circumstances Awards granted to Participating Key
Employees may be settled or exercised in cash, Shares, other securities,
other Awards, or other property, and the method or methods by which Awards
may be settled, exercised, cancelled, forfeited, or suspended; (vi)
interpret and administer the Plan and any instrument or agreement relating
to, or Award made under, the Plan (including, without limitation, any
Stock Option Agreement); (vii) establish, amend, suspend, or waive such
rules and regulations and appoint such agents as it shall deem appropriate
for the proper administration of the Plan; and (viii) make any other
determination and take any other action that the Committee deems necessary
or desirable for the administration of the Plan. Unless otherwise
expressly provided in the Plan, all designations, determinations,
interpretations, and other decisions under or with respect to the Plan or
any Award shall be within the sole discretion of the Committee, may be
made at any time, and shall be final, conclusive, and binding upon all
Persons, including the Company, any Affiliate, any Participating Key
Employee, any Non-Employee Director, any holder or beneficiary of any
Award, any shareholder, and any employee of the Company or of any
Affiliate. Notwithstanding the foregoing, Awards to Non-Employee
Directors under the Plan shall be automatic and the amount and terms of
such Awards shall be determined as provided in Section 6(b) of the Plan.
Section 4. Shares Available for Award
(a) Shares Available. Subject to adjustment as provided in Section
4(b):
(i) Number of Shares Available. The number of Shares with
respect to which Awards may be granted under the Plan shall be 600,000.
If, after the effective date of the Plan, any Shares covered by an Award
granted under the Plan, or to which any Award relates, are forfeited or if
an Award otherwise terminates, expires or is cancelled prior to the
delivery of all of the Shares or of other consideration issuable or
payable pursuant to such Award, then the number of Shares counted against
the number of Shares available under the Plan in connection with the grant
of such Award, to the extent of any such forfeiture, termination,
expiration or cancellation, shall again be available for granting of
additional Awards under the Plan.
(ii) Limitations on Awards to Individual Participants. During
any one calendar year, no Participating Key Employee shall be granted
Awards under the Plan that could result in such Participating Key Employee
receiving Options for more than 100,000 Shares under the Plan. Such
number of Shares as specified in the preceding sentence shall be subject
to adjustment in accordance with the terms of Section 4(b) hereof. In all
cases, determinations under this Section 4(a)(ii) shall be made in a
manner that is consistent with the exemption for performance-based
compensation provided by Section 162(m) of the Code (or any successor
provision thereto) and any regulations promulgated thereunder.
(iii) Accounting for Awards. The number of Shares covered by
an Award under the Plan, or to which such Award relates, shall be counted
on the date of grant of such Award against the number of Shares available
for granting Awards under the Plan.
(iv) Sources of Shares Deliverable Under Awards. Any Shares
delivered pursuant to an Award may consist, in whole or in part, of
authorized and unissued Shares or of treasury Shares.
(b) Adjustments. In the event that the Committee shall determine
that any dividend or other distribution (whether in the form of cash,
Shares, other securities, or other property), recapitalization, stock
split, reverse stock split, reorganization, merger, consolidation, split-
up, spin-off, combination, repurchase, or exchange of Shares or other
securities of the Company, issuance of warrants or other rights to
purchase Shares or other securities of the Company, or other similar
corporate transaction or event affects the Shares such that an adjustment
is determined by the Committee to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to
be made available under the Plan, then the Committee may, in such manner
as it may deem equitable, adjust any or all of (i) the number and type of
Shares subject to the Plan and which thereafter may be made the subject of
Awards under the Plan, (ii) the number and type of Shares subject to
outstanding Awards, and (iii) the grant, purchase, or exercise price with
respect to any Award, or, if deemed appropriate, make provision for a cash
payment to the holder of an outstanding Award; provided, however, in each
case, that with respect to Awards of Incentive Stock Options no such
adjustment shall be authorized to the extent that such authority would
cause the Plan to violate Section 422(b) of the Code (or any successor
provision thereto); and provided further that the number of Shares subject
to an Award shall always be a whole number. Notwithstanding the
foregoing, Non-Qualified Stock Options subject to grant or previously
granted to Non-Employee Directors under Section 6(b) of the Plan at the
time of any event described in the preceding sentence shall be subject to
only such adjustments as shall be necessary to maintain the relative
proportionate interest represented thereby immediately prior to any such
event and to preserve, without exceeding, the value of such Options.
Section 5. Eligibility
Any Key Employee, including any executive officer or employee-
director of the Company or of any Affiliate, who is not a member of the
Committee shall be eligible to be designated a Participating Key Employee.
All Non-Employee Directors shall receive Awards of Non-Qualified Stock
Options as provided in Section 6(b).
Section 6. Awards
(a) Option Awards to Key Employees. The Committee is hereby
authorized to grant Options to Key Employees with the terms and conditions
as set forth below and with such additional terms and conditions, in
either case not inconsistent with the provisions of the Plan, as the
Committee shall determine.
(i) Exercise Price. The exercise price per Share of an
Option granted pursuant to this Section 6(a) shall be determined by the
Committee; provided, however, that such exercise price shall not be less
than 100% of the Fair Market Value of a Share on the date of grant of such
Option.
(ii) Option Term. The term of each Option shall be fixed by
the Committee; provided, however, that in no event shall the term of any
Option exceed a period of ten years from the date of its grant.
(iii) Exercisability and Method of Exercise. An Option shall
become exercisable in such manner (including, without limitation,
accelerated exercisability in the event of Change of Control of the
Company) and within such period or periods and in such installments or
otherwise as shall be determined by the Committee. Unless the Committee
shall otherwise determine on or prior to the date of grant of an Option,
such Option may be exercised, in whole or in part, from and after the date
it was granted in accordance with the following schedule:
Cumulative Percentage of Shares Subject
to Option Which May be Purchased (which
Elapsed Period of Time number of Shares shall be rounded down
After Date Option is Granted to the nearest whole number)
Less than One (1) Year 0%
One (1) Year 33-1/3%
Two (2) Years 66-2/3%
Three (3) Years 100%
The Committee also shall determine the method or methods by which, and the
form or forms, including, without limitation, cash, Shares, other
securities, other Awards, or other property, or any combination thereof,
having a Fair Market Value on the exercise date equal to the relevant
exercise price, in which payment of the exercise price with respect to any
Option may be made or deemed to have been made.
(iv) Incentive Stock Options. The terms of any Incentive
Stock Option granted under the Plan shall comply in all respects with the
provisions of Section 422 of the Code (or any successor provision thereto)
and any regulations promulgated thereunder. Notwithstanding any provision
in the Plan to the contrary, no Incentive Stock Option may be granted
hereunder after the tenth anniversary of the adoption of the Plan by the
Board of Directors of the Company.
(b) Non-Qualified Stock Option Awards to Non-Employee Directors.
(i) Eligibility. Each Non-Employee Director shall
automatically be granted Non-Qualified Stock Options under the Plan in the
manner set forth in this Section 6(b). A Non-Employee Director may hold
more than one Non-Qualified Stock Option, but only on the terms and
subject to any restrictions set forth herein.
(ii) Annual Option Grants to Non-Employee Directors. Each
Non-Employee Director (if he or she continues to serve in such capacity)
shall, on the day following the annual meeting of shareholders in each
year during the time the Plan is in effect, automatically be granted a
Non-Qualified Stock Option to purchase 2,000 Shares (which number of
Shares shall be subject to adjustment in the manner provided in Section
4(b) hereof).
(iii) Grant Limitation. Notwithstanding the provisions of
Section 6(b)(ii) hereof, Non-Qualified Stock Options shall be
automatically granted to Non-Employee Directors under the Plan only for so
long as the Plan remains in effect and a sufficient number of Shares are
available hereunder for the granting of such Options.
(iv) Exercise Price. The exercise price per Share for a Non-
Qualified Stock Option granted to a Non-Employee Director under the Plan
shall be equal to 100% of the "market value" of a Share on the date of
grant of such Option. The "market value" of a Share on the date of grant
to the Non-Employee Director shall be the last sale price per Share for
the Shares on The Nasdaq Stock Market on the trading date next preceding
such grant date; provided, however, that if the principal market for the
Shares is then a national securities exchange, the "market value" shall be
the closing price per Share for the Shares on the principal securities
exchange on which the Shares are traded on the trading date next preceding
the date of grant, or, in either case above, if no trading occurred on the
trading date next preceding the date on which the Non-Qualified Stock
Option is granted, then the "market price" per Share shall be determined
with reference to the next preceding date on which the Shares were traded.
(v) Exercisability of Options. Non-Qualified Stock Options
granted to Non-Employee Directors under the Plan shall become exercisable
in accordance with the following schedule:
Cumulative Percentage of Shares Subject
to Option Which May be Purchased (which
Elapsed Period of Time number of Shares shall be rounded
After Date Option is Granted down to the nearest whole number)
Less than One (1) Year 0%
One (1) Year 33-1/3%
Two (2) Years 66-2/3%
Three (3) Years 100%
Notwithstanding the foregoing schedule, if a Non-Employee Director ceases
to be a director of the Company by reason of death, disability or
retirement within three (3) years after the date of grant or in the event
of a Change of Control of the Company within three (3) years after the
date of grant, the Option shall become immediately exercisable in full.
(vi) Termination of Options. Non-Qualified Stock Options
granted to Non-Employee Directors shall terminate on the earlier of:
(A) ten years after the date of grant; or
(B) twelve months after the Non-Employee Director
ceases to be a director of the Company for any
reason, including as a result of the Non-Employee
Director's death, disability or retirement.
(vii) Exercise of Options. A Non-Qualified Stock Option
granted to a Non-Employee Director may be exercised, subject to its terms
and conditions and the terms and conditions of the Plan, in full at any
time or in part from time to time by delivery to the Secretary of the
Company at the Company's principal office in West Bend, Wisconsin, of a
written notice of exercise specifying the number of shares with respect to
which the Option is being exercised. Any notice of exercise shall be
accompanied by full payment of the exercise price of the Shares being
purchased (x) in cash or its equivalent; (y) by tendering previously
acquired Shares (valued at their "market value" [as determined in
accordance with Section 6(b)(iv)] as of the date of exercise); or (z) by
any combination of the means of payment set forth in subparagraphs (x) and
(y). For purposes of subparagraphs (y) and (z) above, the term
"previously acquired Shares" shall only include Shares owned by the Non-
Employee Director prior to the exercise of the Option for which payment is
being made and shall not include Shares which are being acquired pursuant
to the exercise of said Option. No shares will be issued until full
payment therefor has been made.
(c) General.
(i) No Consideration for Awards. Awards shall be granted to
Participating Key Employees without the requirement of cash consideration
unless otherwise determined by the Committee. Awards of Non-Qualified
Stock Options granted to Non-Employee Directors under Section 6(b) of the
Plan shall be granted for no cash consideration unless otherwise required
by law.
(ii) Award Agreements. Each Award granted under the Plan
shall be evidenced by a Stock Option Agreement in such form (consistent
with the terms of the Plan) as shall have been approved by the Committee.
(iii) Awards May Be Granted Separately or Together. Awards to
Participating Key Employees under the Plan may be granted either alone or
in addition to, in tandem with, or in substitution for any other Award or
any award granted under any other plan of the Company or any Affiliate.
Awards granted in addition to or in tandem with other Awards, or in
addition to or in tandem with awards granted under any other plan of the
Company or any Affiliate, may be granted either at the same time as or at
a different time from the grant of such other Awards or awards.
(iv) Limits on Transfer of Awards. No Award, and no right
under any such Award, shall be assignable, alienable, salable, or
transferable by a Participating Key Employee or a Non-Employee Director
otherwise than by will or by the laws of descent and distribution;
provided, however, that a Participating Key Employee at the discretion of
the Committee may, and a Non-Employee Director shall, be entitled, in the
manner established by the Committee, to designate a beneficiary or
beneficiaries to exercise his or her rights, and to receive any property
distributable, with respect to any Award upon the death of the
Participating Key Employee or the Non-Employee Director, as the case may
be. Each Award, and each right under any Award, shall be exercisable,
during the lifetime of the Participating Key Employee or the Non-Employee
Director, only by such individual or, if permissible under applicable law,
by such individual's guardian or legal representative. No Award, and no
right under any such Award, may be pledged, alienated, attached, or
otherwise encumbered, and any purported pledge, alienation, attachment, or
encumbrance thereof shall be void and unenforceable against the Company or
any Affiliate.
(v) Term of Awards. Except as otherwise provided in the
Plan, the term of each Award shall be for such period as may be determined
by the Committee but the expiration date of an Award shall be not later
than ten years after the date such Award is granted.
(vi) Share Certificates; Representation. All certificates for
Shares delivered under the Plan pursuant to any Award or the exercise
thereof shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the Plan or the
rules, regulations, and other requirements of the Commission, any stock
exchange or other market upon which such Shares are then listed or traded,
and any applicable federal or state securities laws, and the Committee may
cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions. The Committee may require
each Participating Key Employee, Non-Employee Director or other Person who
acquires Shares under the Plan by means of an Award originally made to a
Participating Key Employee or a Non-Employee Director to represent to the
Company in writing that such Participating Key Employee, Non-Employee
Director or other Person is acquiring the Shares without a view to the
distribution thereof.
Section 7. Amendment and Termination of the Plan; Correction of Defects
and Omissions
(a) Amendments to and Termination of the Plan. The Board of
Directors of the Company may at any time amend, alter, suspend,
discontinue, or terminate the Plan; provided, however, that the provisions
of Section 6(b) of the Plan shall not be amended more than once every six
months, other than to comport with changes in the Code, the Employee
Retirement Income Security Act of 1974, as amended, or the rules
promulgated thereunder; and provided further that shareholder approval of
any amendment of the Plan shall also be obtained if otherwise required by:
(i) the rules and/or regulations promulgated under Section 16 of the
Exchange Act (in order for the Plan to remain qualified under Rule 16b-3),
(ii) the Code or any rules promulgated thereunder (in order to allow for
Incentive Stock Options to be granted under the Plan), or (iii) the
quotation or listing requirements of The Nasdaq Stock Market or any
principal securities exchange or market on which the Shares are then
traded (in order to maintain the quotation or listing of the Shares
thereon). Termination of the Plan shall not affect the rights of
Participating Key Employees or Non-Employee Directors with respect to
Awards previously granted to them, and all unexpired Awards shall continue
in force and effect after termination of the Plan except as they may lapse
or be terminated by their own terms and conditions.
(b) Correction of Defects, Omissions and Inconsistencies. The
Committee may correct any defect, supply any omission, or reconcile any
inconsistency in any Award or Stock Option Agreement in the manner and to
the extent it shall deem desirable to carry the Plan into effect.
Section 8. General Provisions
(a) No Rights to Awards. No Key Employee, Participating Key
Employee or other Person (other than a Non-Employee Director to the extent
provided in Section 6(b) of the Plan) shall have any claim to be granted
an Award under the Plan, and there is no obligation for uniformity of
treatment of Key Employees, Participating Key Employees, or holders or
beneficiaries of Awards under the Plan. The terms and conditions of
Awards need not be the same with respect to each Participating Key
Employee.
(b) Withholding. No later than the date as to which an amount first
becomes includible in the gross income of a Participating Key Employee for
federal income tax purposes with respect to any Award under the Plan, the
Participating Key Employee shall pay to the Company, or make arrangements
satisfactory to the Company regarding the payment of, any federal, state,
local or foreign taxes of any kind required by law to be withheld with
respect to such amount. Unless otherwise determined by the Committee,
withholding obligations arising with respect to Awards to Participating
Key Employees under the Plan may be settled with Shares, including Shares
that are part of, or are received upon exercise of, the Award that gives
rise to the withholding requirement. The obligations of the Company under
the Plan shall be conditional on such payment or arrangements, and the
Company and any Affiliate shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment otherwise due to the
Participating Key Employee. The Committee may establish such procedures
as it deems appropriate for the settling of withholding obligations with
Shares, including, without limitation, the establishment of such
procedures as may be necessary to satisfy the requirements of Rule 16b-3.
(c) No Limit on Other Compensation Arrangements. Nothing contained
in the Plan shall prevent the Company or any Affiliate from adopting or
continuing in effect other or additional compensation arrangements, and
such arrangements may be either generally applicable or applicable only in
specific cases.
(d) Rights and Status of Recipients of Awards. The grant of an
Award shall not be construed as giving a Participating Key Employee the
right to be retained in the employ of the Company or any Affiliate.
Further, the Company or any Affiliate may at any time dismiss a
Participating Key Employee from employment, free from any liability, or
any claim under the Plan, unless otherwise expressly provided in the Plan
or in any Stock Option Agreement. The grant of an Award to a Non-Employee
Director pursuant to Section 6(b) of the Plan shall confer no right on
such Non-Employee Director to continue as a director of the Company.
Except for rights accorded under the Plan and under any applicable Stock
Option Agreement, Participating Key Employees and Non-Employee Directors
shall have no rights as holders of Shares as a result of the granting of
Awards hereunder.
(e) Unfunded Status of the Plan. Unless otherwise determined by the
Committee, the Plan shall be unfunded and shall not create (or be
construed to create) a trust or a separate fund or funds. The Plan shall
not establish any fiduciary relationship between the Company and any
Participating Key Employee, any Non-Employee Director or other Person. To
the extent any Person holds any right by virtue of a grant under the Plan,
such right (unless otherwise determined by the Committee) shall be no
greater than the right of an unsecured general creditor of the Company.
(f) Governing Law. The validity, construction and effect of the
Plan and any rules and regulations relating to the Plan shall be
determined in accordance with the laws of the State of Wisconsin and
applicable federal law.
(g) Severability. If any provision of the Plan or any Stock Option
Agreement or any Award is or becomes or is deemed to be invalid, illegal,
or unenforceable in any jurisdiction, or as to any Person or Award, or
would disqualify the Plan, any Stock Option Agreement or any Award under
any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to applicable laws, or if it cannot
be so construed or deemed amended without, in the determination of the
Committee, materially altering the intent of the Plan, any Stock Option
Agreement or the Award, such provision shall be stricken as to such
jurisdiction, Person, or Award, and the remainder of the Plan, any such
Stock Option Agreement and any such Award shall remain in full force and
effect.
(h) No Fractional Shares. No fractional Shares or other securities
shall be issued or delivered pursuant to the Plan, any Stock Option
Agreement or any Award, and the Committee shall determine (except as
otherwise provided in the Plan) whether cash, other securities, or other
property shall be paid or transferred in lieu of any fractional Shares or
other securities, or whether such fractional Shares or other securities or
any rights thereto shall be canceled, terminated, or otherwise eliminated.
(i) Headings. Headings are given to the Sections and subsections of
the Plan solely as a convenience to facilitate reference. Such headings
shall not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.
Section 9. Effective Date of the Plan
The Plan shall be effective on the date of adoption of the Plan by
the Board of Directors of the Company provided that the Plan is approved
by the shareholders of the Company within twelve months following the date
of adoption of the Plan by the Board of Directors. All Awards granted
prior to shareholder approval of the Plan shall be subject to such
approval and shall not be exercisable until after such approval.
GEHL COMPANY
1995 STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT, made and entered into as of this ____ day of
_______________, ____, by and between GEHL COMPANY, a Wisconsin
corporation (the "Company"), and ______________________________ (the
"Optionee").
W I T N E S S E T H :
WHEREAS, the Company has adopted the Gehl Company 1995 Stock
Option Plan (the "Plan"), the terms of which, to the extent not stated
herein, are specifically incorporated by reference in this Agreement; and
WHEREAS, one of the purposes of the Plan is to permit the
granting of options to purchase shares of the Company's Common Stock, $.10
par value (the "Common Stock"), to certain key employees of the Company
and its affiliates; and
WHEREAS, the Optionee is now employed by the Company or an
affiliate of the Company in a key capacity, and the Company desires the
Optionee to remain in such employ, and to secure or increase his stock
ownership in the Company in order to increase his incentive and personal
interest in the welfare of the Company.
NOW, THEREFORE, in consideration of the premises and of the
covenants and agreements herein set forth, the parties hereby mutually
covenant and agree as follows:
1. Grant of Option. Subject to the terms and conditions of
the Plan and this Agreement, the Company grants to the Optionee an option
(the "Option") to purchase from the Company all or any part of the
aggregate amount of _______ shares of Common Stock (the "Optioned
Shares"). The Option is intended to constitute a non-qualified stock
option and shall not be treated as an incentive stock option within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended.
2. Option Price. The price to be paid for the Optioned Shares
shall be $______ per share, which has been determined by the Compensation
and Benefits Committee of the Board of Directors of the Company (the
"Committee") to be not less than 100% of the fair market value of such
stock on the date of grant of the Option.
3. Exercisability and Termination of Option. Except as
provided herein, the Option may be exercised only while the Optionee is an
employee of either the Company or an affiliate of the Company and only if
the Optionee has been continuously so employed since the date of grant of
the Option. Subject to Paragraph 6, the Option may be exercised by the
Optionee in whole, or in part from time to time, during the period
beginning ______________, ____, and ending _____________________, ____,
but only in accordance with the following schedule:
Cumulative Percentage of Shares
Subject to Option Which May be Purchased
Elapsed Period of Time (which number of shares shall be rounded
After Date Option is Granted down to the nearest whole number)
Less than One (1) Year 0%
One (1) Year 33-1/3%
Two (2) Years 66-2/3%
Three (3) Years 100%
provided, however, that notwithstanding the foregoing vesting schedule,
the Option shall become immediately exercisable in full following a Change
of Control of the Company (as such term is defined in the Plan).
4. Manner of Exercise and Payment. Subject to the provisions
of Paragraph 3 hereof, the Option may be exercised only by written notice
to the Company, served upon the Secretary of the Company at its office at
West Bend, Wisconsin, specifying the number of shares in respect to which
the Option is being exercised. Subject to the provisions of this
Agreement, the notice of exercise must be accompanied by full payment of
the option price of the shares being purchased (i) in cash or by certified
check or bank draft; (ii) by tendering previously acquired shares of
Common Stock (valued at their "fair market value" as determined in the
manner provided below); or (iii) by any combination of the means of
payment set forth in subparagraphs (i) and (ii). For purposes of this
Paragraph 4, the "fair market value" of a share of Common Stock shall be
equal to the last per share sale price of such Common Stock as reflected
on The Nasdaq Stock Market on the trading day next preceding the date of
exercise; provided, however, that if the principal market for the shares
of Common Stock is then a national securities exchange, the "fair market
value" shall be the closing price per share for the Common Stock on the
principal securities exchange on which the Common Stock is traded on the
trading date next preceding the date of exercise, or, in either case
above, if no trading occurred on the trading date next preceding the
exercise date, then the "fair market value" per share of Common Stock
shall be determined with reference to the next preceding date on which the
Common Stock was traded. For purposes of subparagraphs (ii) and (iii)
above, the term "previously acquired shares of Common Stock" shall only
include Common Stock owned by the Optionee prior to the exercise of the
Option and shall not include shares of Common Stock which are being
acquired pursuant to the exercise of the Option. No shares shall be
issued until full payment therefor has been made.
5. Nontransferability of the Option. The Option shall not be
assignable, alienable, saleable or transferable by the Optionee other than
by will or the laws of descent and distribution; provided, however, that
the Optionee shall be entitled, in the manner provided in Paragraph 9
hereof, to designate a beneficiary to exercise his rights, and to receive
any shares of Common Stock issuable, with respect to the Option upon the
death of the Optionee. The Option may be exercised during the lifetime of
the Optionee only by the Optionee or, if permitted by applicable law, the
Optionee's guardian or legal representative.
6. Exercisability After Termination of Employment.
(a) Death or Disability; Retirement. In the event the Optionee
dies while he is in the employ of the Company or any affiliate or if his
employment is terminated by reason of his retirement on or after attaining
age 62 or by reason of his disability, the Option, to the extent not
theretofore exercised, may be exercised in full as follows: (i) by the
legal representative of the Optionee (who for purposes of this Agreement
may be the Optionee's beneficiary as designated pursuant to Paragraph 9)
at any time within twelve months after the date of the Optionee's death
while in the employ of the Company or any affiliate; or (ii) by the
Optionee or his legal representative or guardian at any time within twelve
months after the termination of the Optionee's employment by reason of
retirement on or after attaining age 62 or by reason of his disability,
but in no event under subparagraphs (i) or (ii) later than ten years after
the date of grant of the Option.
(b) Voluntary Termination; Termination for Cause. In the event
the Optionee voluntarily terminates his employment with the Company and
any affiliates or if his employment is terminated for Cause (as
hereinafter defined), the Option, to the extent not theretofore exercised,
shall immediately terminate upon such termination of employment. For
purposes of this Agreement, the term Cause shall mean any termination of
the Optionee by action of the Board of Directors of the Company because of
the failure of the Optionee to fulfill his obligations with the Company or
any affiliate thereof or because of serious willful misconduct by the
Optionee in respect of his obligations with the Company or any affiliate
thereof which would cause a substantial and demonstrable detriment to the
Company, as, for example, the commission by the Optionee of a felony or
the perpetration by the Optionee of a common-law fraud against the Company
or any affiliate thereof, or any major material action (i.e., not
procedural or operational differences) taken against the expressed
directive of the Board of Directors of the Company.
(c) Other. In the event that the Optionee is discharged or
leaves the employ of the Company and its affiliates for any reason (other
than the death or disability of the Optionee, the retirement of the
Optionee on or after attaining age 62, the Optionee's voluntary
termination of his employment or the termination of the Optionee for
Cause), the Option, to the extent not theretofore exercised but then
permitted under the percentage limitations of Paragraph 3 hereof, may be
exercised by the Optionee or by his legal representative or guardian at
any time within three months after the date of termination of employment
upon the tender to the Company, in cash or its equivalent, of the full
purchase price, but in no event later than ten years after the date of
grant of the Option.
7. Tax Withholding. The Company may deduct and withhold from
any cash otherwise payable to the Optionee (whether payable as salary,
bonus or other compensation) such amount as may be required for the
purpose of satisfying the Company's obligation to withhold Federal, state
or local taxes. Further, in the event the amount so withheld is
insufficient for such purpose, the Company may require that the Optionee
pay to the Company upon its demand or otherwise make arrangements
satisfactory to the Company for payment of such amount as may be requested
by the Company in order to satisfy its obligation to withhold any such
taxes.
The Optionee shall be permitted to satisfy the Company's tax
withholding requirements by making a written election (in accordance with
such rules and regulations and in such form as the Committee may
determine) to have the Company withhold shares of Common Stock otherwise
issuable to the Optionee (the "Withholding Election") or to deliver to the
Company shares of Common Stock (the "Delivery Election") in each case
having a fair market value on the date income is recognized (the "Tax
Date") pursuant to the exercise of the Option equal to the minimum amount
required to be withheld. If a Delivery Election is in effect at the time
of the exercise of the Option, the Optionee shall deliver the shares of
Common Stock subject to such Delivery Election on, or as soon as
practicable after, the Tax Date. If the number of shares of Common Stock
withheld or delivered to satisfy withholding tax requirements shall
include a fractional share, the number of shares withheld or delivered
shall be reduced to the next lower whole number and the Optionee shall
deliver cash in lieu of such fractional share, or otherwise make
arrangements satisfactory to the Company for payment of such amount. A
Withholding Election or Delivery Election must be received by the
Secretary of the Company on or prior to the Tax Date. In addition, if the
Optionee is an officer, director or more than 10% shareholder of the
Company ("Insider"), the following shall apply:
A Withholding Election or Delivery Election made hereunder
by an Insider will not be effective until at least six months
after the date of grant of the Option (except in the event of
the death or disability of the Optionee) and shall be made by an
Insider in one of two ways. Either (i) the Withholding Election
or Delivery Election, as the case may be, shall be received by
the Secretary at least six months prior to the Tax Date and
shall be irrevocable (provided that a new election revoking the
prior Withholding Election or Delivery Election, as the case may
be, may be made with respect to the unexercised portion of the
Option effective six months after receipt by the Secretary of
such new election), or (ii) the Withholding Election or the
Delivery Election, as the case may be, must be received by the
Secretary during a ten business day period commencing on the
third business day following the release of the Company's
quarterly or annual, as the case may be, statement of sales and
earnings and on or prior to the Tax Date.
8. Capital Adjustments Affecting the Common Stock. The number
of Optioned Shares subject hereto and the related per share exercise price
shall be subject to adjustment in accordance with Section 4(b) of the
Plan.
9. Designation of Beneficiary. (a) The person whose name
appears on the signature page hereof after the caption "Beneficiary" or
any successor designated by the Optionee in accordance herewith (the
person who is the Optionee's beneficiary at the time of his death is
herein referred to as the "Beneficiary") shall be entitled to exercise the
Option, to the extent it is exercisable, after the death of the Optionee.
The Optionee may from time to time revoke or change his beneficiary
without the consent of any prior beneficiary by filing a new designation
with the Committee. The last such designation received by the Committee
shall be controlling; provided, however, that no designation, or change or
revocation thereof, shall be effective unless received by the Committee
prior to the Optionee's death, and in no event shall any designation be
effective as of a date prior to such receipt.
(b) If no such Beneficiary designation is in effect at the time
of the Optionee's death, or if no designated Beneficiary survives the
Optionee or if such designation conflicts with law, the Optionee's estate
acting through his legal representative shall be entitled to exercise the
Option, to the extent it is exercisable after the death of the Optionee.
If the Committee is in doubt as to the right of any person to exercise the
Option, the Company may refuse to recognize such exercise, without
liability for any interest or dividends on the Optioned Shares, until the
Committee determines the person entitled to exercise the Option, or the
Company may apply to any court of appropriate jurisdiction and such
application shall be a complete discharge of the liability of the Company
therefor.
10. Transfer Restriction. The shares to be acquired upon
exercise of the Option may not be sold or offered for sale except pursuant
to an effective registration statement under the Securities Act of 1933,
as amended, or in a transaction which, in the opinion of counsel for the
Company, is exempt from the registration provisions of said Act.
11. Status of Optionee. The Optionee shall not be deemed for
any purposes to be a shareholder of the Company with respect to any of the
Optioned Shares except to the extent that the Option shall have been
exercised with respect thereto, the shares shall have been fully paid, and
a stock certificate issued therefor. Neither the Plan nor the Option
shall confer upon the Optionee any right to continue in the employ of the
Company, nor to interfere in any way with the right of the Company to
terminate the employment of the Optionee at any time.
12. Powers of the Company Not Affected. The existence of the
Option shall not affect in any way the right or power of the Company or
its shareholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's
capital structure or its business, or any merger or consolidation of the
Company, or any issuance of bonds, debentures, preferred or prior
preference stock ahead of or affecting the Common Stock or the rights
thereof, or dissolution or liquidation of the Company, or any sale or
transfer of all or any part of the Company's assets or business or any
other corporate act or proceeding, whether of a similar character or
otherwise.
13. Interpretation by Committee. As a condition of the
granting of the Option, the Optionee agrees, for himself and his legal
representatives or guardians, that this Agreement shall be interpreted by
the Committee and that any interpretation by the Committee of the terms of
this Agreement and any determination made by the Committee pursuant to
this Agreement shall be final, binding and conclusive.
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officers and its corporate seal to be
hereunto affixed, and the Optionee has hereunto affixed his hand and seal
as of the day and year first above written.
GEHL COMPANY
By:
[CORPORATE SEAL] Attest:
(SEAL)
, Optionee
Beneficiary:
Address of Beneficiary:
Beneficiary's Tax Identification
No.:
GEHL COMPANY
1995 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
FOR NON-EMPLOYEE DIRECTORS
THIS AGREEMENT, dated as of this _____ day of ________________,
____, by and between Gehl Company, a Wisconsin corporation (the
"Company"), and _________________ (the "Optionee").
W I T N E S S E T H :
WHEREAS, the Company has adopted the Gehl Company 1995 Stock
Option Plan (the "Plan"), the terms of which, to the extent not stated
herein, are specifically incorporated by reference in this Agreement; and
WHEREAS, the Plan authorizes the automatic grant of options to
purchase shares of the Company's Common Stock, $.10 par value (the "Common
Stock"), to members of the Company's Board of Directors who are not
employees of the Company or any affiliate of the Company (a "Non-Employee
Director"); and
WHEREAS, the Optionee is now a Non-Employee Director, and the
Company desires him to continue as a member of the Company's Board of
Directors and to secure or increase his stock ownership in the Company as
an added incentive for him to continue his association with the Company.
NOW, THEREFORE, in consideration of the premises and of the
covenants and agreements herein set forth, the parties hereby mutually
covenant and agree as follows:
1. Grant of Option. Subject to the terms and conditions of
the Plan and this Agreement, the Company hereby grants to the Optionee an
option (the "Option") to purchase from the Company all or any part of the
aggregate amount of 2,000 shares of Common Stock (the "Optioned Shares").
The Option is intended to constitute a non-qualified stock option and
shall not be treated as an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended, or any
successor provision thereto.
2. Option Price. The per share exercise price to be paid for
the Optioned Shares shall be $_____.
3. Exercisability and Termination of Option. The Option may
be exercised by the Optionee only in accordance with the following
schedule:
Cumulative Percentage of Shares Subject
to Option Which May be Purchased (which
Elapsed Period of Time number of shares shall be rounded down
After Date Option is Granted to the nearest whole number)
Less than One (1) Year 0%
One (1) Year 33-1/3%
Two (2) Years 66-2/3%
Three (3) Years 100%
Notwithstanding the foregoing schedule, if the Optionee ceases to be a
director of the Company by reason of death, disability or retirement prior
to ______________, ____, or in the event of a Change of Control of the
Company (as defined in the Plan) prior to ______________, ____, the Option
shall become immediately exercisable in full. The Option shall terminate
on the earlier of: (i) _______________, ____; or (ii) twelve months after
the Optionee ceases to be a director of the Company for any reason,
including as a result of the Optionee's death, disability or retirement.
4. Manner of Exercise and Payment. Subject to the provisions
of Paragraph 3 hereof and the Plan, the Option may be exercised in full at
any time or in part from time to time by delivery to the Secretary of the
Company at the Company's principal office in West Bend, Wisconsin, of a
written notice of exercise specifying the number of shares with respect to
which the Option is being exercised. The notice of exercise must be
accompanied by payment in full of the exercise price of the shares being
purchased: (i) in cash or its equivalent; (ii) by tendering previously
acquired shares of Common Stock (valued at their "market value" as of the
date of exercise, as determined in the manner provided in Section 6(b)(iv)
of the Plan); or (iii) by any combination of the means of payment set
forth in subparagraphs (i) and (ii). For purposes of subparagraphs (ii)
and (iii) above, the term "previously acquired shares of Common Stock"
shall only include shares of Common Stock owned by the Optionee prior to
the exercise of the Option for which payment is being made and shall not
include shares of Common Stock which are being acquired pursuant to the
exercise of the Option. No shares shall be issued until full payment
therefor has been made.
5. Nontransferability of the Option. The Option shall not be
transferable by the Optionee other than by will or the laws of descent and
distribution; provided, however, that the Optionee shall be entitled, in
the manner provided in Paragraph 6 hereof, to designate a beneficiary to
exercise his rights, and to receive any shares of Common Stock issuable,
with respect to the Option upon the death of the Optionee. The Option may
be exercised during the lifetime of the Optionee only by the Optionee or,
if permitted by applicable law, the Optionee's guardian or legal
representative.
6. Designation of Beneficiary. (a) The person whose name
appears on the signature page hereof after the caption "Beneficiary" or
any successor designated by the Optionee in accordance herewith (the
person who is the Optionee's beneficiary at the time of his death herein
referred to as the "Beneficiary") shall be entitled to exercise the
Option, to the extent it is exercisable, after the death of the Optionee.
The Optionee may from time to time revoke or change his Beneficiary
without the consent of any prior Beneficiary by filing a new designation
with the Compensation and Benefits Committee of the Board of Directors of
the Company or such other committee of the Board which shall have been
designated to administer the Plan (the "Committee"). The last such
designation received by the Committee shall be controlling; provided,
however, that no designation, or change or revocation thereof, shall be
effective unless received by the Committee prior to the Optionee's death,
and in no event shall any designation be effective as of a date prior to
such receipt.
(b) If no such Beneficiary designation is in effect at the time
of the Optionee's death, or if no designated Beneficiary survives the
Optionee or if such designation conflicts with law, the Optionee's estate
shall be entitled to exercise the Option, to the extent it is exercisable
after the death of the Optionee. If the Committee is in doubt as to the
right of any person to exercise the Option, the Company may refuse to
recognize such exercise, without liability for any interest or dividends
on the Optioned Shares, until the Committee determines the person entitled
to exercise the Option, or the Company may apply to any court of
appropriate jurisdiction and such application shall be a complete
discharge of the liability of the Company therefor.
7. Capital Adjustments Affecting the Common Stock. The number
of Optioned Shares subject hereto and the related per share exercise price
shall be subject to adjustment in accordance with Section 4(b) of the
Plan.
8. Transfer Restrictions. The shares to be acquired upon
exercise of the Option may not be sold or otherwise disposed of except
pursuant to an effective registration statement under the Securities Act
of 1933, as amended, or in a transaction which, in the opinion of counsel
for the Company, is exempt from registration under said Act.
9. Status of Optionee. The Optionee shall have no rights as a
shareholder with respect to shares covered by the Option until the date of
issuance of stock certificates to the Optionee and only after such shares
are fully paid. The Option shall not confer upon the Optionee the right
to continue as a director of the Company.
10. Interpretation by Committee. As a condition of the
granting of the Option, the Optionee agrees, for himself and his personal
representatives, that this Agreement shall be interpreted by the Committee
and that, subject to the express terms of the Plan, any interpretation by
the Committee of the terms of this Agreement and any determination made by
the Committee pursuant to this Agreement shall be final, binding and
conclusive.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officers and its corporate seal to be
hereunto affixed, and the Optionee has hereunto affixed his hand and seal
as to the day and year first above written.
GEHL COMPANY
By:
[SEAL] Attest:
[SEAL]
_________________, Optionee
Beneficiary:
Address of
Beneficiary:
Beneficiary's Tax
Identification No.:
F O L E Y & L A R D N E R
A T T O R N E Y S A T L A W
CHICAGO FIRSTAR CENTER SAN DIEGO
JACKSONVILLE 777 EAST WISCONSIN AVENUE SAN FRANCISCO
LOS ANGELES MILWAUKEE, WISCONSIN 53202-5367 TALLAHASSEE
MADISON TELEPHONE (414) 271-2400 TAMPA
ORLANDO FACSIMILE (414) 297-4900 WASHINGTON, D.C.
SACRAMENTO WEST PALM BEACH
WRITER'S DIRECT LINE
May 16, 1996
Gehl Company
143 Water Street
West Bend, Wisconsin 53095
Re: Gehl Company 1995 Stock Option Plan
Gentlemen:
We have acted as counsel for Gehl Company, a Wisconsin
corporation (the "Company"), in conjunction with the preparation of a Form
S-8 Registration Statement (the "Registration Statement") to be filed by
the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), relating to
600,000 shares of the Company's Common Stock, $.10 par value (the "Common
Stock"), which may be issued pursuant to the Gehl Company 1995 Stock
Option Plan (the "Plan").
We have examined: (a) the Plan; (b) signed copies of the
Registration Statement; (c) the Company's Restated Articles of
Incorporation and By-laws, as amended to date; (d) resolutions of the
Company's Board of Directors relating to the Plan and the issuance of
shares of Common Stock thereunder; and (e) such other documents and
records as we have deemed necessary to enable us to render this opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the
laws of the State of Wisconsin.
2. The shares of Common Stock, when issued by the Company in
the manner and for the consideration contemplated by the Plan, will be
legally issued, fully paid and nonassessable and no personal liability
will attach to the ownership thereof, except for debts owing to employees
of the Company for services performed, but not exceeding six months'
service in any one case, as provided in Section 180.0622(2)(b) of the
Wisconsin Business Corporation Law and as such section and its
predecessors have been judicially interpreted.
We consent to the use of this opinion as an exhibit to the
Registration Statement. In giving our consent, we do not admit that we
are "experts" within the meaning of Section 11 of the Securities Act or
within the category of persons whose consent is required by Section 7 of
the Securities Act.
Very truly yours,
FOLEY & LARDNER
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 12, 1996, which appears
on page 8 of the 1995 Annual Report to Shareholders of Gehl Company, which
is incorporated by reference in Gehl Company's Annual Report on Form 10-K
for the year ended December 31, 1995. We also consent to the
incorporation by reference of our report on the Financial Statement
Schedule, which appears on page 15 of such Annual Report on Form 10-K.
PRICE WATERHOUSE LLP
Milwaukee, Wisconsin
May 15, 1996
