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Exhibit 10.11
EMPLOYMENT AND SEVERANCE AGREEMENT
This
Employment and Severance Agreement (the "Agreement") entered
into
this 1st day of June 2001, by and between
AGCO CORPORATION, a Delaware
corporation (the "Company"), and Garry L.
Ball (the "Executive"),
WITNESSETH:
In
consideration of the mutual covenants and agreements hereinafter
set
forth, the Company and the Executive do
hereby agree as follows:
1.
EMPLOYMENT.
(a) The Company hereby employs the Executive and the Executive
hereby agrees to serve the Company on the
terms and conditions set forth herein.
(b) The employment term shall commence on June 1, 2001 and
shall
continue in effect until terminated in
accordance with Section 5 or any other
provision of the Agreement.
2.
POSITION
AND DUTIES.
The Executive shall serve as an Executive Officer of the Company
and
shall perform such duties and
responsibilities as may from time to time be
prescribed by the Company's board of
directors (the "Board"), provided that such
duties and responsibilities are consistent
with the Executive's position. The
Executive shall perform and discharge
faithfully, diligently and to the best of
his/her ability such duties and
responsibilities and shall devote all of his/her
working time and efforts to the business
and affairs of the Company and its
affiliates.
3.
COMPENSATION.
(a) BASE SALARY. The Company shall pay to the Executive an
annual
base salary ("Base Salary") of Two Hundred
and Fifty Thousand Dollars
($250,000.00), payable in equal
semi-monthly installments throughout the term of
such employment subject to Section 5 hereof
and subject to applicable tax and
payroll deductions. The Company shall
consider increases in the Executive's Base
Salary annually, and any such increase in
salary implemented by the Company
shall become the Executive's Base Salary
for purposes of this Agreement.
(b) INCENTIVE COMPENSATION. Provided Executive has duly
performed
his/her obligations pursuant to this
Agreement, the Executive shall be entitled
to participate in or receive benefits under
the Management Incentive
Compensation Plan implemented by the
Company.
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(c) OTHER BENEFITS. During the term of this Agreement, the
Executive
shall be entitled to participate in the
long term incentive plan implemented by
the Company and any employee benefit plans
and arrangements which are available
to senior executive officers of the
Company, including, without limitation,
group health and life insurance, pension
and savings and the Senior Management
Employment Policy.
(d) FRINGE BENEFITS. The Company shall pay or reimburse
Executive
for all reasonable and necessary expenses
incurred by him/her in connection with
his/her duties hereunder, upon submission
by Executive to the Company of such
written evidence of such expense as the
Company may require. Throughout the term
of this Agreement, the Company will provide
Executive with the use of a vehicle
for purposes within the scope of his/her
employment and shall pay all expenses
for fuel, maintenance and insurance in
connection with such use of the
automobile. The Company further agrees that
Executive shall be entitled to four
(4) weeks of vacation in any year of the
term of employment hereunder. Nothing
paid to the Executive under any such
Company plans or arrangements shall be
deemed to be in lieu of compensation to the
Executive hereunder.
4.
NON-DISCLOSURE, NON-COMPETITION AND NON-SOLICITATION COVENANTS.
(a) ACKNOWLEDGEMENTS. The Executive acknowledges that as an
Executive Officer of the Company (i) he/she
frequently will be exposed to
certain "Trade Secrets" and "Confidential
Information" of the Company (as those
terms are defined in Subsection 4(b)), (ii)
his/her responsibilities on behalf
of the Company will extend to all
geographical areas where the Company is doing
business, and (iii) any competitive
activity on his/her part during the term of
his employment and for a reasonable period
thereafter would necessarily involve
his/her use of the Company's Trade Secrets
and Confidential Information and,
therefore, would unfairly threaten the
Company's legitimate business interests,
including its substantial investment in the
proprietary aspects of its business
and the goodwill associated with its
customer base. Moreover, the Executive
acknowledges that, in the event of the
termination of his/her employment with
the Company, he/she would have sufficient
skills to find alternative,
commensurate work in his/her field of
expertise that would not involve a
violation of any of the provisions of this
Section 4. Therefore, the Executive
acknowledges and agrees that it is
reasonable for the Company to require him/her
to abide by the covenants set forth in this
Section 4. The parties acknowledge
and agree that if the nature of the
Executive's responsibilities for or on
behalf of the Company and the geographical
areas in which the Executive must
fulfill them materially change, the parties
will execute appropriate amendments
to the scope of the covenants in this
Section 4.
(b) DEFINITIONS. For purposes of this Section 4, the following
terms
shall have the following meanings:
(i) "COMPETITIVE POSITION" shall mean (i) the Executive's
direct or indirect equity ownership
(excluding equity ownership of less than one
percent (1%) or control of all or any
portion of a Competitor, or (ii) any
employment, consulting, partnership,
advisory,
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directorship, agency, promotional or
independent contractor arrangement between
the Executive and any Competitor whereby
the Executive is required to perform
executive level services substantially
similar to those that he will perform for
the Company as an Executive Officer.
(ii) "COMPETITOR" of the Company shall refer to any person or
entity engaged, wholly or partly, in the
business of manufacturing and
distributing farm equipment machinery and
replacement parts.
(iii) "CONFIDENTIAL INFORMATION" shall mean the proprietary
and confidential data or information of the
Company, other than "Trade Secrets"
(as defined below), which is of tangible or
intangible value to the Company and
is not public information or is not
generally known or available to the
Company's competitors.
(iv) "TRADE SECRETS" shall mean information of the Company,
including, but not limited to, technical or
non-technical data, formulas,
patterns, compilations, programs, devices,
methods, techniques, drawings,
processes, financial data, financial plans,
products plans, or lists of actual
or potential customers or suppliers, which:
(a) derives economic value, actual
or potential, from not being generally
known to, and not being readily
ascertainable by proper means by, other
persons who can obtain economic value
from its disclosure or use; and (b) is the
subject of efforts that are
reasonable under the circumstances to
maintain its secrecy.
(v) "WORK PRODUCT" shall mean all work product, property,
data, documentation, "know-how", concepts
or plans, inventions, improvements,
techniques, processes or information of any
kind, relating to the Company and
its business prepared, conceived,
discovered, developed or created by the
Executive for the Company or any of the
Company's customers.
(c) NONDISCLOSURE; OWNERSHIP OF PROPRIETARY PROPERTY.
(i) The Executive hereby covenants and agrees that: (i) with
regard to information constituting a Trade
Secret, at all times during the
Executive's employment with the Company and
all times thereafter during which
such information continues to constitute a
Trade Secret; and (ii) with regard to
any Confidential Information, at all times
during the Executive's employment
with the Company and for three (3) years
after the termination of the
Executive's employment with the Company,
the Executive shall regard and treat
all information constituting a Trade Secret
or Confidential Information as
strictly confidential and wholly owned by
the Company and will not, for any
reason in any fashion, either directly or
indirectly, use, sell, lend, lease,
distribute, license, give, transfer,
assign, show, disclose, disseminate,
reproduce, copy, appropriate or otherwise
communicate any such information to
any party for any purpose other than
strictly in accordance with the express
terms of this Agreement and other than as
may be required by law.
(ii) To the greatest extent possible, any Work Product shall
be deemed to be "work made for hire" (as
defined in the Copyright Act, 17
U.S.C.A. ss. 101 et seq., as amended) and
owned exclusively by the Company. The
Executive hereby unconditionally and
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irrevocably transfers and assigns to the
Company all rights, title and interest
the Executive may currently have or in the
future may have by operation of law
or otherwise in or to any Work Product,
including, without limitation, all
patents, copyrights, trademarks, service
marks and other intellectual property
rights. The Executive agrees to execute and
deliver to the Company any
transfers, assignments, documents or other
instruments which the Company may
deem necessary or appropriate to vest
complete title and ownership of any Work
Product, and all rights therein,
exclusively in the Company.
(iii) The Executive shall immediately notify the Company of
any intended or unintended, unauthorized
disclosure or use of any Trade Secrets
or Confidential Information by the
Executive or any other person of which the
Executive becomes aware. In addition to
complying with the provisions of Section
4(c) (i) and 4 (c) (ii), the Executive
shall exercise his best efforts to assist
the Company, to the extent the Company
deems reasonably necessary, in the
procurement of any protection of the
Company's rights to or in any of the Trade
Secrets or Confidential Information.
(iv) Immediately upon termination of the Executive's
employment with the Company, or at any
point prior to or after that time upon
the specific request of the Company, the
Executive shall return to the Company
all written or descriptive materials of any
kind in the Executive's possession
or to which the Executive has access that
constitute or contain any Confidential
Information or Trade Secrets, and the
confidentiality obligations of this
Agreement shall continue until their
expiration under the terms of this
Agreement.
(d) NON-COMPETITION. The Executive agrees that during his/her
employment, he/she will not, either
directly or indirectly, alone or in
conjunction with any other party, (i)
accept or enter into a Competitive
Position with a Competitor of the Company,
or (ii) take any action in
furtherance of or in conjunction with a
Competitive Position with a Competitor
of the Company. The Executive agrees that
for two (2) years after any
termination of his employment with the
Company, he/she will not, in the
"Restricted Territory" (as defined in the
next sentence), either directly or
indirectly, alone or in conjunction with
any other party, (A) accept or enter
into a Competitive Position with a
Competitor of the Company, or (B) take any
action in furtherance of or in conjunction
with a Competitive Position with a
Competitor of the Company. For purposes of
this Section 4, "Restricted
Territory" shall refer to all geographical
areas comprised within the fifty
United States of America, Western Europe,
Brazil and Canada. The Executive and
the Company each acknowledge that the scope
of the Restricted Territory is
reasonable because (1) the Company is
conducting substantial business in all
fifty states (as well as several foreign
countries), (2) the Executive occupies
one of the top executive positions with the
Company, and (3) the Executive will
be carrying out his employment
responsibilities in all locations where the
Company is doing business.
(e) NON-SOLICITATION OF CUSTOMERS. The Executive agrees that
during
the term of his/her empl
