GEHL COMPANY/MOORE
2008
SUPPLEMENTAL RETIREMENT BENEFIT AGREEMENT
THIS AGREEMENT,
made and entered into as of the _____day of ___________, 2008, by
and between GEHL COMPANY, West Bend, Wisconsin (hereinafter
referred to as the “Company”), and MALCOLM F. MOORE, of
River Hills, Wisconsin (hereinafter referred to as the
“Employee”):
W I T N E S S E T H:
WHEREAS, the
Employee is currently employed by the Company in the capacity of
President and in such position can contribute materially to its
continued growth and development and to its future financial
success; and
WHEREAS, the
Company desires to insure insofar as possible that the Company will
have the benefit of the Employee’s full services and
executive capacities for future years;
WHEREAS, the
Employee and the Company previously entered into one or more
Supplemental Retirement Benefit Agreements, the most recent of
which was dated April 5, 2007, and they desire to amend and restate
such arrangement as reflected herein;
NOW, THEREFORE,
in consideration of services rendered by the Employee to the
Company, it is agreed as follows:
Section
1. Definitions .
(a)
“Average Monthly Compensation” means one-sixtieth
(1/60th) of the Employee’s base salary and cash bonus from
the Company for the highest five (5) calendar years within the last
ten (10) completed calendar years preceding the date of the
Employee’s Separation from Service with the Company. In the
event the Employee does not have five (5) calendar years of
employment, only the number of full months from the date of hire
through the December preceding Separation from Service shall be
used to determine Average Monthly Compensation. Cash bonus means
the cash distributed to the Employee during a calendar year
pursuant to the Company’s annual cash incentive/bonus
compensation program. Base salary and cash bonus for this purpose
include any salary reduction deferrals pursuant to a cash or
deferred arrangement or a cafeteria plan pursuant to Internal
Revenue Code (“Code”) Sections 401(k) or
125.
(b)
“Beneficiary” means the person, trust and/or other
entity designated by the Employee on the form most recently filed
with the Secretary of the Company prior to the Employee’s
death. In the absence of a valid designation, the Beneficiary shall
be the Employee’s estate.
(c)
“Disability means either (i) the Employee is unable to engage
in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period
of not less than twelve (12) months, or (ii) the Employee is, by
reason of any medically determinable physical or mental impairment
that can be expected to result in death or can be expected to last
for a continuous period of not less than twelve (12) months,
receiving income replacement benefits for a period of not less than
three (3) months under an accident and health plan of the
Company.
(d)
“Separation from Service” means the date determined
under the default rules of the applicable regulations for Code
Section 409A for a separation from service between the Employee and
the Company, with the exception that the default rule for a bona
fide leave of absence for disability is extended from six (6)
months to twenty-nine (29) months.
(e)
“Vested Percentage” means the percentage of the
supplemental retirement benefit in Section 2 earned by the
Employee, subject in any event to the forfeiture provision of
Section 4 and the change in control provision of Section 5. The
Vested Percentage is one hundred percent (100%) in any of the
following circumstances:
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(i) |
after the Employee completes five (5) years of Vesting
Service; |
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(ii) |
if the Employee suffers a Disability; or |
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(iii) |
if the Employee retires from the Company after attainment of
age sixty-two (62). |
In the event
the Employee does not have a Vested Percentage of one hundred
percent (100%), he shall receive ten percent (10%) vesting for each
complete year of Vesting Service.
(f)
“Vesting Service” means the period of the
Employee’s consecutive employment with the Company from
January 1, 1986, through the date of Separation from
Service.
Section
2. Supplemental Retirement Benefits
.
(a)
The amount of the monthly supplemental retirement benefit shall be
the Employee’s Vested Percentage times an amount equal to
fifty percent (50%) of the Employee’s Average Monthly
Compensation, less:
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(i) |
the Employee’s normal retirement age accrued monthly
benefit as determined in accordance with Section 5.02(a) of the
Gehl Company Retirement Income Plan “B” or its
successor as in effect at the time benefits commence hereunder
pursuant to Section 2(b). |
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(ii) |
the monthly amount available to the Employee under the
provisions of Title 11 of the Social Security Act (or it
successors) as in effect on, and calculated based on his actual
earnings history for Social Security benefits as of, the date
benefits hereunder commence pursuant to Section 2(b) below and
assuming commencement with the month following attainment of age
sixty-five (65). |
2
(b)
The monthly supplement shall be payable to the Employee commencing
as of the first day of the month following the earlier to occur
of:
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(i) |
age sixty-five (65); or |
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(ii) |
the later of Separation from Service or age sixty-two
(62). |
The
supplement shall continue to be paid to the Employee for a period
of fifteen (15) years. Notwithstanding the foregoing, in the event
that subsection (b)(ii) is applicable, in no event shall payments
be made prior to the date that is six (6) months after the
Separation from Service. In the event that this proviso causes one
or more delayed monthly payments, the delayed monthly payments
shall be accumulated with interest and paid on the first business
day after the end of the delay period. The applicable interest rate
shall be the rate of interest announced by M&I Bank, Milwaukee,
Wisconsin from time to time as its prime or base lending rate, such
rate to be determined as of the Separation from Service.
(c)
In the event the Em
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