GEHL COMPANY
DEFERRED COMPENSATION PLAN
Effective August 1, 2000
TABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS AND CONSTRUCTION . . . . . . . . . . . 2
Section 1.01.Definitions. . . . . . . . . . . . . . . . 2
Section 1.02.Construction and Applicable Law. . . . . . 4
ARTICLE II. DEFERRALS . . . . . . . . . . . . . . . . . . . . 5
Section 2.01.Election to Make Deferrals. . . . . . . . . 5
Section 2.02.Revision or Modification of Deferral Election. 5
Section 2.03.Involuntary Termination of Deferral Elections. 5
ARTICLE III. PLAN ACCOUNTS . . . . . . . . . . . . . . . . . 7
Section 3.01.Establishment of Accounts. . . . . . . . . 7
Section 3.02.Credits to the Account. . . . . . . . . . . 7
Section 3.03.Accounts are For Recordkeeping Purposes Only. 7
ARTICLE IV. DISTRIBUTION OF ACCOUNTS . . . . . . . . . . . . 8
Section 4.01.Distribution Election. . . . . . . . . . . 8
Section 4.02.Modified Distribution Election. . . . . . . 9
Section 4.03.Time of Distribution. . . . . . . . . . . . 9
ARTICLE V. PROTECTION OF OTHER EMPLOYEE PLAN BENEFITS . . . . 10
Section 5.01.Retirement Plan Equalization Benefit. . . . 10
Section 5.02.Life Insurance Equalization Benefit. . . . 10
Section 5.03.Long-Term Disability Insurance Equalization Benefit. 11
ARTICLE VI. MISCELLANEOUS PROVISIONS . . . . . . . . . . . . 12
Section 6.01.Administration. . . . . . . . . . . . . . . 12
Section 6.02.Participant Rights Unsecured. . . . . . . . 12
Section 6.03.Tax Withholding. . . . . . . . . . . . . . 13
Section 6.04.Establishment, Amendment or Termination of Plan. 13
Section 6.05.Administrative Expenses. . . . . . . . . . 13
Section 6.06.Successor and Assigns. . . . . . . . . . . 13
Gehl Company Deferred Compensation Plan (the "Plan") has been
established effective August 1, 2000 to promote the best interests of Gehl
Company (the "Company") and the stockholders of the Company by (1) attracting
and retaining well-qualified persons for service as non-employee directors of
the Company and designated subsidiaries or affiliates; and (2) attracting and
retaining key management employees possessing a strong interest in the
successful operation of the Company and its subsidiaries or affiliates and
encouraging their continued loyalty, service and counsel to the Company and
its subsidiaries or affiliates.
ARTICLE I. DEFINITIONS AND CONSTRUCTION
Section 1.01. Definitions. The following terms have the meanings
indicated below unless the context in which the term is used clearly indicates
otherwise:
(a) "Account" means the recordkeeping account maintained by the
Company for each Participant.
(b) "Beneficiary" means the person or entity designated by the
Participant to be his beneficiary for purposes of this Plan. If a valid
designation of Beneficiary is not in effect at time of the death of a
Participant, the estate of the Participant is deemed to be the sole
Beneficiary. If a Beneficiary dies while entitled to receive distributions
from the Plan, any remaining payments shall be paid to the estate of the
Beneficiary. Beneficiary designations shall be in writing, filed with the
Secretary, and in such form as the Secretary may prescribe for this purpose.
(c) "Board" means the Board of Directors of the Company.
(d) "Change in Control" means one of the following:
(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 an exchange offer; or
(ii) The shareholders of the Company approve a merger or
consolidation of the Company with any other corporation as
a result of which less than fifty percent (50%) of the
outstanding voting securities of the surviving or
resulting entity are owned by the former shareholders of
the Company (other than a shareholder who is an
"affiliate," as defined under rules promulgated under the
Securities Act of 1933, as amended, of any party to such
consolidation or merger); or
(iii) The shareholders of the Company approve the sale of
substantially all of the Company's assets to a corporation
which is not a wholly-owned subsidiary of the Company; or
(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 the Company representing twenty-five percent (25%) or
more of the combined voting power of the Company's then
outstanding securities the effect of which (as determined
by the Board) is to take over control of the Company; or
(v) During any period of two consecutive years, individuals
who, at the beginning of such period, constituted the
Board cease, for any reason, to constitute at least a
majority thereof, unless the election or nomination for
election of each new director was approved by the vote of
at least two-thirds of the directors then still in office
who were directors at the beginning of the period.
(e) "Code" means the Internal Revenue Code of 1986, as interpreted
by regulations and rulings issued pursuant thereto, all as amended and in
effect from time to time.
(f) "Company" means Gehl Company, a Wisconsin corporation, or any
successor corporation.
(g) "Compensation" means (i) for a Director, the Retainer Fee and
(ii) for an Executive, the base salary and cash bonus payable by the Company
for services performed, including elective contributions to a Section 125, 129
or 401(k) arrangement or Deferrals to this Plan, as determined in accordance
with such uniform rules, regulations or standards as may be prescribed by the
Compensation Committee.
(h) "Compensation Committee" means the Compensation Committee of
the Board.
(i) "Deferrals" means amounts credited, in accordance with a
Participant's election, to his Account in lieu of the payment of an equal
amount of current Compensation.
(j) "Director" means a director of the Board who is not also an
employee of the Company or any Affiliate.
(k) "ERISA" means the Employee Retirement Income Security Act of
1974, as interpreted by regulations and rulings issued pursuant thereto, all
as amended and in effect from time to time.
(l) "Executive" means any corporate officer or any common law
employee of the Company who has been designated by the Compensation Committee
as covered under or otherwise being eligible to participate in this Plan.
(m) "Participant" means either a Director or Executive who is
participating in or eligible to participate in the Plan.
(n) "Retainer Fee" means those fees paid by the Company to non-
employee directors for services rendered on the Board or any committee of the
Board, or for service on the board of directors of a subsidiary or affiliate,
including attendance fees and fees for serving as committee chair.
(o) "Secretary" means the Secretary of the Company (or his
delegate).
(p) "Trust" means for Directors the Gehl Company Directors' Rabbi
Trust and for Executives the Gehl Company Officers' Rabbi Trust or other
funding vehicle(s) which may from time to time be established, as amended and
in effect from time to time.
Section 1.02. Construction and Applicable Law.
(a) Wherever any words are used in the masculine, they shall be
construed as though they were used in the feminine in all cases where they
would so apply; and wherever any words are use in the singular or the plural,
they shall be construed as though they were used in the plural or the
singular, as the case may be, in all cases where they would so apply. Titles
of articles and sections are for general information only, and the Plan is not
to be construed by reference to such items.
(b) This Plan, as applied to Executives, is intended to be a plan
of deferred compensation maintained for a select group of management or highly
compensated employees as that term is used in ERISA, and shall be interpreted
so as to comply with the applicable requirements thereof. In all other
respects, the Plan is to be construed and its validity determined according to
the laws of the State of Wisconsin to the extent such laws are not preempted
by federal law. In case any provision of the Plan is held illegal or invalid
for any reason, the illegality or invalidity will not affect the remaining
parts of the Plan, but the Plan shall, to the extent possible, be construed
and enforced as if the illegal or invalid provision had never been inserted.
ARTICLE II. DEFERRALS
Section 2.01. Election to Make Deferrals.
(a) A Participant may elect to make Deferrals by submitting a
properly completed and signed election form to the Secretary. Deferrals with
respect to Compensation earned by an Executive in the form of base salary will
commence for the calendar month following the date of the election. Deferrals
with respect to Compensation earned by an Executive in the form of a cash
bonus will commence with the cash bonus paid to the Executive in the calendar
year following the date of the election. Deferrals with respect to the
Compensation earned by a Director in the form of a Retainer Fee will commence
with the Retainer Fee paid to the Director for any meeting occurring after the
date of the election.
(b) A Participant's election shall be in such form as the Secretary
may prescribe, and shall specify the percentage or dollar amount of
Compensation to be deferred as a Deferral. A Director may elect to defer all
or any part of his Compensation, in whole dollar amounts or in increments of
one percent (1%). An Executive may, without the consent of the Compensation
Committee, elect to defer a portion of his Compensation, in whole dollar
amounts or in increments of one percent (1%), provided that the amount or
percentage elected does not exceed twenty-five percent (25%) of the
Executive's Compensation. An Executive may elect to defer more than twenty-
five percent (25%) of Compensation only if the Compensation Committee has
approved the Executive's specific deferral percentage or amount. An Executive
shall make separate elections with respect to the portion of Compensation
which is base salary and the portion which is cash bonus.
(c) An election shall be deemed made only when it is received by
the Secretary, and shall remain in effect until modified by the Participant in
accordance with Section 2.02 below.
Section 2.02. Revision or Modification of Deferral Election.
(a) Participant's initial election under Section 2.01 (including an
election not to make Deferrals) shall remain in effect from year to year
unless revised or modified by the Participant in accordance with this Section
2.02.
(b) A Participant may modify his then current election (including
an election not to make Deferrals) by filing a revised election form, properly
completed and signed, with the Secretary. An election shall be deemed revised
in accordance with this Section 2.02 only when the revised election is
received by the Secretary, and once effective, the revised election shall
remain in effect until further revised in accordance with this Section 2.02.
Revised elections are prospectively effective according to the rules described
in Section 2.01. A revised election does not operate to modify the amounts
deferred prior to the effective date of the revised election.
Section 2.03. Involuntary Termination of Deferral Elections. A
deferral election shall be automatically revoked upon termination of service
as a Director (in the case of a Director) or termination of employment (in the
case of an Executive). In addition, an Executive's deferral election shall
terminate on the first day of the Plan Year following the date that the
Compensation Committee determines that the Executive is no longer eligible to
participate in the Plan, including any such action that may be necessary in
order for the Plan to qualify under ERISA, with respect to Executive
employees, as a plan of deferred compensation for a select group of management
or highly compensated employees.
ARTICLE III. PLAN ACCOUNTS
Section 3.01. Establishment of Accounts. An Account will be
established in the name of each Participant who is eligible for and has
elected to make Deferrals.
Section 3.02. Credits to the Account.
(a) The Account shall be credited with Deferrals which a
Participant makes to the Plan from time to time as soon as practicable
thereafter.
(b) With respect to Executives, the Account shall be credited with
the amount, if any, by which the amount of the "Company Matching
Contributions" otherwise allocable to the Executive's account pursuant to
Sections 3.03 and 5.03 of the Gehl Savings Plan are reduced solely because of
the Deferral. For this purpose, it is assumed that the Executive would have
made "Deposits" to the Gehl Savings Plan as a percentage of the Deferral at
the same rate as applicable to the "Compensation" paid in cash to the
Participant at the time of the Deferral. No credit shall be made under this
provision if the Executive would not have been allocated "Company Matching
Contributions" for any other reason under the terms of the Gehl Savings Plan,
including but not limited to the limitations of Code Sections 401(a)(17),
401(k), 401(m), 402(g), or 415. The allocation under this provision shall be
made as of the end of the month in which the "Company Matching Contributions"
would have been made under the Gehl Savings Plan.
(c) The Account shall be credited with deemed investment earnings
or losses as of the end of each month, based on the balance at the beginning
of the month less any distributions during the month. The applicable rate of
gain or loss shall be determined from one or more mutual funds selected by the
Participant from among the list of available funds offered by the Company from
time to time. The Participant shall select one or more mutual funds by
submitting a properly completed and signed election form to the Secretary. An
election shall be deemed made only when it is received by the Secretary and
shall remain in effect until modified by the Participant by a subsequent
election. For any election to apply to the next following month, it made by
the twentieth (20th) day of the preceding month.
Section 3.03. Accounts are For Recordkeeping Purposes Only. The
Accounts serve solely as a device for determining the amount of benefits
accumulated by each Participant under the Plan, and shall not constitute or
imply an obligation on the part of the Company to fund such benefits. In any
event, the Company may, in its discretion, set aside assets equal to part or
all of such account balances and invest such assets in life insurance or any
other investment deemed appropriate. Any such assets, including any assets
held under the Trust, shall be and remain the sole property of the Company and
a Participant shall have no proprietary rights of any nature whatsoever with
respect to such assets.
ARTICLE IV. DISTRIBUTION OF ACCOUNTS
Section 4.01. Distribution Election.
(a) A new Participant shall, at the time he commences participation
in the Plan, make a distribution election with respect to his Account. The
election shall be in such form as the Secretary may prescribe, and shall
specify the distribution commencement date, the distribution period, the
distribution method applicable following the Participant's death, and if
acceleration shall occur in the event of a Change in Control.
(i) Distribution Commencement Date. Unless the Participant
has selected a later commencement date (which in no event
shall be later than the first distribution period
following the Participant's attainment of age 72),
distribution of a Participant's Accounts will commence
within 60 days following the end of the calendar year in
which occurs the Participant's retirement or termination
of employment or service. For purposes of this Plan, an
Executive who is disabled shall be deemed to have retired
or terminated at the conclusion of benefits under all
disability income plans sponsored by the Company.
(ii) Distribution Period. Distributions will be made in annual
installments elected by the participant, but in no case
greater than 15 installments.
(iii) Method of Calculating Annual Distribution Amount. The
annual distribution amount shall be determined by dividing
the balance in the Account as of January 1 of the year for
which the distribution is being made by the number of
installment payments remaining to be made under the
distribution period selected by the Participant.
Distributions shall be made in cash
(iv) Distribution of Remaining Account Following Participant's
Death. In the event of the Participant's death, the
Participant's remaining undistributed interest will be
distributed to the Beneficiary designated by the
Participant in either a single sum payment or in
installments, as elected by the Participant. If the
Participant has elected that death benefits be paid in a
single sum, the payment shall be made no later than March
1 following the calendar year in which occurs the
Participant's death. If the Participant has elected that
death benefits be paid in installments, (A) any
installments previously commenced to the Participant shall
continue to the Beneficiary and (B) if installment
distributions had not commenced as of the date of the
Participant's death, payments over the installment period
elected by the Participant shall commence to the
Beneficiary no later than March 1 following the calendar
year in which occurs the Participant's death.
(v) Change in Control. Notwithstanding the applicable
elections described above and the provisions of Section
5.01, the Participant may elect that in the event of a
Change in Control the benefits otherwise provided
hereunder shall be accelerated in a single lump sum to
occur as soon as practicable after such Change in Control.
(b) A distribution election shall be deemed made only when it is
received by the Secretary, and shall remain in effect until modified by the
Participant in accordance with Section 4.02 below.
Section 4.02. Modified Distribution Election. A Participant may
from time to time modify his distribution election by filing a revised
distribution election, properly completed and signed, with the Secretary.
However, a revised distribution election will be given effect only if the
Participant remains employed by (or in the case of a Director, continues
service on the Board) for twenty-four (24) consecutive months following the
date that the revised election is received by the Secretary.
Section 4.03. Time of Distribution. Each annual distribution will
be made no later than March 1 of the year for which the distribution is being
made.
ARTICLE V. PROTECTION OF OTHER EMPLOYEE PLAN BENEFITS
Section 5.01. Retirement Plan Equalization Benefit.
(a) In the case of an Executive who participates in the Gehl
Company Retirement Income Plan "B" ("Retirement Plan"), a monthly benefit
shall be paid to the Executive during his lifetime, and if applicable, to his
designated beneficiary under the Retirement Plan following the Executive's
death, a monthly amount equal to the difference between:
(i) The monthly benefit that would have been payable to or on
behalf of the Participant under the Retirement Plan had
the Participant's compensation for Retirement Plan
purposes been calculated prior to reduction for Deferrals
made to this Plan but subject to the aggregate
compensation and benefit limitations described in Sections
401(a)(17) and 415 of the Code; and
(ii) The monthly benefit actually payable to or on behalf of
the Executive under the Retirement Plan.
(b) Payments under this Section 5.01 shall cease when all benefits
payable to or on behalf of the Executive under the Retirement Plan are
discontinued.
(c) In the event of a Change in Control that results in the
acceleration of payment pursuant to Section 4.01(a)(v), the lump sum value of
this supplement shall be determined using the interest rate and mortality
table specified in the Retirement Plan at that time for valuing lump sums,
even though said lump sum payments may be for small amounts only.
Section 5.02. Life Insurance Equalization Benefit. In the event
that a Deferral reduces the amount of death benefit coverage provided under
the Company's group term life insurance plan ("GTLI Plan"), in the event of
the Executive's death while such coverage is in effect and prior to the
Executive's termination of employment with the Company, the Company shall pay
to the beneficiary or beneficiaries of the Executive designated for purposes
of the GTLI Plan an amount equal to the difference between:
(i) The amount of benefits that would have been payable on
behalf of the Participant under the GTLI Plan had no
Deferral been elected; and
(ii) The benefit actually payable on behalf of the Executive
under the GTLI Plan.
The timing and form of such payments shall be identical to the payments from
the GTLI Plan, although the tax effects to the recipient may be different.
Section 5.03. Long-Term Disability Insurance Equalization Benefit.
In the event that a Deferral reduces the amount of long-term disability
benefit coverage provided under the Company's group long-term disability
insurance plan ("LTD Plan"), in the event of the Executive's disability while
such coverage is in effect and prior to the Executive's termination of
employment with the Company, the Company shall pay to the Executive an amount
equal to the difference between:
(i) The amount of benefits that would have been payable to the
Participant under the LTD Plan had no Deferral been
elected; and
(ii) The benefit actually payable to the Executive under the
LTD Plan.
The timing and form of such payments shall be identical to the payments from
the KTD Plan, although the tax effects to the Executive may be different.
ARTICLE VI. MISCELLANEOUS PROVISIONS
Section 6.01. Administration. The Compensation Committee shall
administer and interpret the Plan and supervise preparation of Participant
elections, forms, and any amendments thereto. Interpretation of the Plan
shall be within the sole discretion of the Compensation Committee and shall be
final and binding upon each Participant and Beneficiary. The Compensation
Committee may adopt and modify rules and regulations relating to the Plan as
it deems necessary or advisable for the administration of the Plan.
Section 6.02. Participant Rights Unsecured.
(a) The right of a Participant or his Beneficiary to receive a
distribution hereunder shall be an unsecured claim, and neither the
Participant nor any Beneficiary shall have any rights in or against any amount
credited to his Account or any other specific assets of a Participating
Employer. The right of a Participant or Beneficiary to the payment of
benefits under this Plan shall not be assigned, encumbered, or transferred,
except by will or the laws of descent and distribution. The rights of a
Participant hereunder are exercisable during the Participant's lifetime only
by him or his guardian or legal representative.
(b) Notwithstanding the establishment of the Trust or any other
arrangements made by the Company from time to time to assist in meeting the
obligations created under the Plan, any liability to any person with respect
to the Plan shall be based solely upon any contractual obligations that may be
created pursuant to the Plan. No obligation of the Company shall be deemed to
be secured by any pledge of, or other encumbrance on, any property of the
Company. Nothing contained in this Plan and no action taken pursuant to its
terms shall create or be construed to create a trust of any kind, or a
fiduciary relationship between the Company and any Participant or Beneficiary,
or any other person.
(c) If, after a Change in Control, (i) a dispute arises with
respect to the enforcement of the Participant's rights under the Plan, or (ii)
any legal proceeding shall be brought to enforce or interpret any provision
contained in the Plan or to recover damages for breach of the Plan, in either
case so long as the Participant is not acting in bad faith or otherwise
pursuing a course of action that a reasonable person would determine to be
frivolous, the Participant shall recover from the Company any reasonable
attorneys' fees and necessary costs and disbursements incurred as a result of
such dispute or legal proceeding ("Expenses"), and prejudgment interest on any
money judgment obtained by the Participant calculated at the rate of interest
announced by Firstar Bank Milwaukee, Milwaukee, Wisconsin (or any successor
thereto), from time to time as its prime or base lending rate from the date
that payments to the Participant should have been made under this Plan.
Within ten (10) days after the Participant's written request therefor, the
Company shall pay to the Participant, or such other person or entity as the
Participant may designate in writing to the Company, the Participant's
Expenses in advance of the final disposition or conclusion of any such dispute
or legal proceeding. In the case of a deceased Participant, this Section
6.03(c) shall apply with respect to the Participant's Beneficiary or estate.
Section 6.03. Tax Withholding. No later than the date as of which
an amount first becomes includible in the gross income of the Participant or
Beneficiary for Federal income tax purposes, the Participant or Beneficiary
shall pay or make arrangements satisfactory to the Compensation Committee
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.
Section 6.04. Establishment, Amendment or Termination of Plan.
(a) There shall be no time limit on the duration of the Plan.
Except as provided in Section 6.04(b) below, the Board (or where specified
herein, the Compensation Committee) may at any time amend or terminate the
Plan; provided, however, that no amendment or termination may reduce or
eliminate any Account balance accrued or credited on behalf of a Participant
based on Deferrals already made or reduce or eliminate benefits accrued or
credited based upon service already rendered.
(b) Upon and following the occurrence of a Change in Control:
(i) The Board may at any time amend the Plan consistent with
Section 6.04(a) to (A) modify the terms and conditions
applicable to (or otherwise eliminate) Deferrals that in
the absence of the amendment would have been made on or
after the Amendment Date, or (B) modify the terms and
conditions applicable to (or otherwise eliminate) the
accrual of benefits, with respect to periods on or after
the Amendment Date, under the supplemental benefits
described in Section 3.02(b) and Article V of the Plan.
(ii) Any amendment to the Plan or action to terminate the Plan
that is not described in Section 6.04(b)(i) above,
including, without limitation, an amendment that would
affect the crediting of investment earnings or losses with
respect to Deferrals made prior to the Amendment Date and
any amendment that would affect the supplemental benefits
described in Section 3.02(b) and Article V that have
accrued through the Amendment Date, shall be effective
only with the written consent of the Participant (or in
the case of a deceased Participant, the Participant's
Beneficiary).
(c) The term "Amendment Date" means the date on which an amendment
to the Plan is validly adopted or the date on which the amendment is or
purports to be effective, whichever is later.
Section 6.05. Administrative Expenses. Costs of establishing and
administering the Plan will be paid by the Company.
Section 6.06. Successor and Assigns. This Plan shall be binding
upon and inure to the benefit of the Company, its successors and assigns and
the Participants and their heirs, executors, administrators, and legal
representatives.
