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EXHIBIT 10.4
AGCO CORPORATION
2006 LONG-TERM INCENTIVE PLAN
STOCK APPRECIATION RIGHTS AGREEMENT
THIS
AGREEMENT, entered into as of the Grant Date (as defined in
Section
1), by and between the Participant and AGCO Corporation (the
"Company");
WHEREAS, the Company maintains the AGCO Corporation 2006
Long-Term
Incentive Plan (the "Plan"), which is incorporated into and forms a
part of this
Agreement, and the Participant has been selected by the committee
administering
the Plan (the "Committee") to receive a stock appreciation right
("SAR") Award
under the Plan;
NOW,
THEREFORE, IT IS AGREED, by and between the Company and the
Participant, as follows:
1.
TERMS OF AWARD AND DEFINITIONS. The following terms used in
this
Agreement shall have the meanings set forth in this Section 1:
(a) DATE OF TERMINATION. The Participant's "Date of Termination"
shall
be
the first day occurring on or after the Grant Date on which the
Participant is neither employed by the Company or any Subsidiary,
a
director of the Company or any Subsidiary, an independent
contractor
performing services for the Company or any Subsidiary nor
providing
services as a consultant to the Company or any Subsidiary; provided
that a
termination shall not be considered to have occurred while the
Participant
is
on an approved leave of absence from the Company or a Subsidiary.
If, as
a
result of a sale or other transaction, a Participant who is an
employee
ceases to be an employee of the Company or any Subsidiary (and
the
Participant's employer is or becomes an entity that is separate
from the
Company or any Subsidiary), the occurrence of such transaction
shall be
treated as the Participant's Date of Termination caused by the
Participant
being discharged by the employer.
(b) DESIGNATED BENEFICIARY. The "Designated Beneficiary" shall be
the
beneficiary or beneficiaries designated by the Participant in a
writing
filed with the Committee in such form and at such time as the
Committee
shall require.
(c) DISABILITY. Except as otherwise provided by the Committee,
the
Participant shall be considered to have a "Disability" if he is
eligible
for
disability payments under the Company's long-term disability
plan.
(d) EXERCISE PRICE. The "Exercise Price" is $____________ per
SAR.
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(e) GOOD CAUSE. With respect to any dismissal of the Participant
from
his
or her employment with the Company or any Subsidiary, shall mean
(i) if
the
Participant is a party to an employment agreement with the Company
or
any
Subsidiary that defines "cause," "good cause" or a similar term,
"Good
Cause" shall mean such term as so defined, and (ii) otherwise (A)
the
conviction of the Participant of, or the entry of a plea of guilty,
first
offender probation before judgment, or nolo contendere by the
Participant
to,
any felony; (B) fraud, misappropriation or embezzlement by the
Participant; (C) the Participant's willful failure or gross
negligence in
the
performance of his assigned duties for the Company or any
Subsidiary;
(D)
the Participant's failure to follow reasonable and lawful
directives of
his
supervisor or his breach of his fiduciary duty to the Company or
any
Subsidiary; (E) any act or omission of the Participant that has
a
demonstrated and material adverse impact on the Company's or
any
Subsidiary's business or reputation for honesty and fair dealing,
other
than
an act or failure to act by the Participant in good faith and
without
reason to believe that such act or failure to act would adversely
impact on
the
Company's or any Subsidiary's business or reputation for honesty
and
fair
dealing; or (F) the breach by the Participant of any
confidentiality
or
non-competition agreement in favor of the Company or any
Subsidiary.
(f) GRANT DATE. The "Grant Date" is
____________________________.
(g) IMMEDIATE FAMILY. "Immediate Family" shall mean the
Participant's
spouse, parents, children, stepchildren, adoptive relationships,
sisters,
brothers and grandchildren and, for this purpose, shall also
include the
Participant.
(h) PARTICIPANT. The "Participant" is
__________________________.
(i) SARS. The number of "SARs" shall be _______________. The award
of
SARs
does not entitle the Participant to any rights as a shareholder of
the
Company with respect to the SARs, including accounting of the
payment of
dividends on the Company's Stock during the period prior to the
exercise of
the
SARs.
(j) RETIREMENT. "Retirement" of the Participant shall mean the
occurrence of the Participant's Date of Termination on or after the
date
the
Participant attains age 65 or such earlier date as may be approved
by
the
Committee in its sole discretion.
Except where the context clearly implies or indicates the contrary,
a word,
term, or phrase used in the Plan is similarly used in this
Agreement.
2.
AWARD AND EXERCISE PRICE. This Agreement specifies the terms of the
SARs
granted to the Participant and the Exercise Price per SAR as set
forth in
Section 1.
3.
DATE OF EXERCISE.
(a) Subject to the limitations of this Agreement, the SARs shall
be
exercisable according to the following schedule, with respect to
each
installment shown in the
2
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schedule on and after the Vesting Date applicable to such
installment (each
an
"Installment"):
3
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(b)
<TABLE>
<CAPTION>
VESTING DATE APPLICABLE TO
INSTALLMENT
INSTALLMENT
-----------
--------------------------
<S>
<C>
[FIRST YEAR ANNIVERSARY OF THE GRANT DATE]
[SECOND YEAR ANNIVERSARY OF THE GRANT DATE]
[THIRD YEAR ANNIVERSARY OF THE GRANT DATE]
[FOURTH YEAR ANNIVERSARY OF THE GRANT DATE]
</TABLE>
(c) An Installment shall not become exercisable on the
otherwise
applicable Vesting Date if the Participant's Date of Termination
(as
defined in Section 8) occur on or before such Vesting Date.
Notwithstanding
the
foregoing provisions of this Section 3, the SARs shall become
exercisable (to the extent not then otherwise exercisable) as
follows:
(i) The SARs shall become fully exercisable upon the
Participant's Date of Termination, if the Participant's Date of
Termination occurs by reason of the Participant's death or
Disability.
(ii) The SARs shall become fully exercisable upon a Change in
Control, if the Participant's Date of Termination does not occur on
or
before the Change in Control.
(d) Otherwise, the SARs may be exercised on or after the Date
of
Termination only as to that portion of the Covered Shares as to
which they
were
exercisable immediately prior to the Date of Termination, or as
to
which they became exercisable on the Date of Termination in
accordance with
this
Section 3.
4.
EXPIRATION. The SARs shall not be exercisable after the Company's
close
of business on the last business day that occurs prior to the
Expiration Date.
The "Expiration Date" shall be earliest to occur of:
(a) The seven-year anniversary of the Grant Date;
(b) If the Participant's Date of Termination occurs by reason
of
death, Disability or Retirement, the one-year anniversary of such
Date of
Termination;
(c) If the Participant's Date of Termination occurs for reasons
other
than
death, Disability, Retirement, or Good Cause the 90-day anniversary
of
such
Date of Termination; or
(d) The date the Participant is dismissed from the Company for
Good
Cause.
5.
EXERCISE OF SARS. At any time at which the Participant may exercise
the
SARs in accordance with the provisions of this Agreement, such
SARs
