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EXHIBIT 10.6
AGCO CORPORATION
2006 LONG-TERM STOCK INCENTIVE PLAN
PERFORMANCE SHARE 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 Performance Share 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) GRANT DATE. The "Grant Date" is _______________________.
(e)
PARTICIPANT. The "Participant" is ____________________________.
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(f) PERFORMANCE PERIOD. The "Performance Period" is the period
beginning on ______________________ and ending on
_________________________.
(g) PERFORMANCE SHARES. The number of "Performance Shares" shall
be
_____________ shares. Performance Shares granted under this
Agreement are
units that will be reflected in a book account maintained by the
Company
during the Performance Period, and that will be settled in shares
of Stock
to
the extent provided in this Agreement and the Plan. The award
of
Performance Shares does not entitle the Participant to any rights
as a
shareholder of the Company with respect to the Performance
Shares,
including accounting of the payment of dividends on the Company's
Stock
during the Performance Period.
(h) 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 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. Subject to the terms of this Agreement and the Plan, the
Participant is hereby granted the number of Performance Shares as
set forth in
Section 1.
3.
SETTLEMENT OF AWARDS.
(a) The Company shall deliver to the Participant one share of
Stock
for
each Performance Share earned by the Participant, as determined
in
accordance with the provisions of Exhibit 1, which is attached to
and forms
a
part of this Agreement.
(b) The earned Performance Shares payable to the Participant in
accordance with the provisions of this Section 3 shall be paid
solely in
shares of Stock, except that cash shall be distributed in lieu of
any
fractional share of Stock.
4.
TIME OF PAYMENT. Except as otherwise provided in this Agreement,
payment
of Performance Shares earned in accordance with the provisions of
Section 3 will
be delivered as soon as practicable after the end of the
Performance Period;
provided, however, that such payment shall occur within two and a
half months
after the later of (i) the last day of the Participant's taxable
year during
which the end of the Performance Period occurs or (ii) the last day
of the
Company's taxable year during which the end of the Performance
Period occurs.
5.
RETIREMENT, DISABILITY, OR DEATH DURING PERFORMANCE PERIOD. If
the
Participant's employment with the Company and Subsidiaries
terminates during the
Performance Period because of the Participant's Retirement,
Disability, or
death
