W.D.
                                         GEHL 
GEHL EMPLOYMENT AGREEMENT  










INDEX 



	SECTION 1.	EMPLOYMENT	  1
	
SECTION 2.	TERM OF EMPLOYMENT	  2
	
SECTION 3.	COMPENSATION	  2
	
SECTION 4.	SEPARATION FROM SERVICE	  2
	
SECTION 5.	CHANGE IN CONTROL	  4
	
SECTION 6.	BENEFITS	10
	
      (i)	Retirement/Death Benefit	10
	
      (ii)	Bonus	10
	
      (iii)	Split Dollar Life Insurance	11
	
SECTION 7.	REIMBURSEMENT OF EXPENSES	11
	
SECTION 8.	VACATION	11
	
SECTION 9.	ADDITIONAL UNDERTAKINGS OF EXECUTIVE; NON-COMPETITION PROVISIONS	11
	
SECTION 10.	ASSIGNS AND SUCCESSORS	12
	
SECTION 11.	CONSTRUCTION	13
	
SECTION 12.	NOTICES	13
	
SECTION 13.	SEVERABILITY	13
	
SECTION 14.	LIMITATION ON PAYMENTS	13
	
SECTION 15.	GOVERNING LAW; RESOLUTION OF DISPUTES	15
	
SECTION 16.	AMENDMENT	16
	
SECTION 17.	EXPENSES AND INTEREST	16
	
SECTION 18.	EXTENDED CARE INSURANCE	16
	
SECTION 19.	409A	17
















WILLIAM D. GEHL/GEHL
COMPANY
EMPLOYMENT AGREEMENT 



        THIS
EMPLOYMENT AGREEMENT is made by and between Gehl Company (“GEHL”), a Wisconsin
corporation with its principal place of business in West Bend, Wisconsin, and William D.
Gehl, (“Executive”) as of June 14, 2008. 



RECITALS 



        WHEREAS,
GEHL wishes to continue to retain the services of Executive as its Chairman of the Board
and Chief Executive Officer and Executive desires to continue to serve GEHL in that
capacity; and 



        NOW,
THEREFORE, in consideration of the mutual promises and agreements set forth herein, the
parties agree as follows: 



        Section
1.    Employment. GEHL shall employ Executive and Executive
shall serve as the Chairman of the Board and Chief Executive Officer of GEHL during the
term of employment set forth in Section 2 of this Agreement, and as such term shall be
extended as provided herein. Executive shall report only to the Board of Directors of
GEHL, and his powers and authority and responsibilities shall be superior to those of any
other officer or employee of GEHL or of any subsidiary thereof. Executive agrees, subject
to his election as such, to serve as a Director, and as a member of any committee of the
Board of Directors of GEHL, during such term of employment.  




        If
at any time during the term of employment, the Board of Directors of GEHL shall not
reelect Executive as Chairman of the Board and Chief Executive Officer of GEHL or shall
remove him from such office (other than for cause), or if at any time during the term of
employment Executive shall fail to be vested by GEHL with the powers and authority of the
Chairman of the Board and Chief Executive Officer of GEHL as described above, Executive
shall have the right, by written notice to GEHL, to terminate his services hereunder,
effective as of the last day of the month of receipt by GEHL of any such written notice,
and Executive shall have no further obligation under this Agreement. Termination by
Executive under this Section 1 shall be treated as a termination of employment by GEHL
other than for cause and shall be governed by the provisions of Section 4 or 5 of this
Agreement, as applicable. 




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        Section
2.    Term of Employment. Executive’s “term of
employment,” as this phrase is used throughout this Agreement, shall be for the
period commencing June 14, 2008, and ending on June 14, 2011 unless Executive’s
employment is terminated earlier with the consequences described herein in which event
the term of employment shall extend through the date of such termination.  




        Section
3.    Compensation. GEHL shall pay or cause to be paid to
Executive during the period commencing June 14, 2008 through the end of the term of
employment a minimum base salary of Five Hundred Ninety Thousand Dollars ($590,000) per
annum, payable in twenty-six (26) equal installments (subject to the appropriate
withholding items). This salary shall be reviewed at least annually by the GEHL Board of
Directors or a committee thereof and increased or decreased in its discretion, subject to
the minimum above.  




        Section
4.    Separation from Service. If Executive incurs a
Separation from Service, as defined below, because Executive’s employment is
involuntarily terminated by GEHL during the term of employment for any reason other than
(i) cause, as defined below in this Section 4, (ii) circumstances governed by Section 5
hereof or (iii) Executive’s death or disability, Executive shall be entitled to
receive, and GEHL shall be obligated to pay, his full base salary set forth in Section 3
above as in effect immediately prior to such termination, for two (2) full years from
Executive’s Separation From Service. During such years, Executive shall also
continue to participate in all group welfare benefit plans and programs of GEHL referred
to in the first sentence of Section 6 hereof to the extent that such continued
participation is possible under the general terms and provisions of such plans and
programs. In the event that Executive’s continued participation in any such plans
and programs is barred, and in lieu thereof, Executive shall be entitled to receive on a
payroll basis during the above period an amount equal to the sum of the average annual
contributions, payments, credits, or allocations made by GEHL to him, to his account, or
on his behalf over the three (3) fiscal years (or fraction thereof) of GEHL preceding the
Separation from Service under such plans and programs from which his continued
participation is barred.  




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        Notwithstanding
the foregoing, no cash benefit under this Section 4 shall be payable until the first
business day that is six (6) months after the Separation from Service, at which time all
such delayed payments shall be paid in a lump sum and credited with interest for the
period of the delay at the rate announced by M&I Bank, Milwaukee, Wisconsin from time
to time as its prime or base lending rate determined as of the Separation from Service. 



        “Separation
from Service” for purposes of this Agreement means the date determined under the
default rules of the applicable regulations for Internal Revenue Code (“Code”)
Section 409A for a separation from service between Executive and GEHL, 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. 



        Termination
by GEHL for “cause” shall mean termination by action of the GEHL Board of
Directors because of the failure of Executive to fulfill his obligations under this
Agreement or because of serious willful misconduct by Executive in respect of his
obligations under this Agreement, as, for example, the commission by Executive of a felony
or the perpetration by Executive of a common-law fraud against GEHL or any major material
action (i.e., not procedural or operational differences) taken against the expressed
directive of the Board. 



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        If
Executive’s employment is terminated by Executive except as provided in Section 1
hereof, as a result of Executive’s death or disability, or by GEHL for cause,
Executive’s base salary shall terminate on such date, and Executive’s
participation in GEHL’s fringe benefit plans shall terminate in accordance with their
terms. 



        Section
5.    Change in Control. In the event a Change in Control, as
defined below, occurs during the term of Executive’s employment under this
Agreement, Executive’s term of employment shall be automatically extended to a date
which is two (2) years after the occurrence of the Change in Control (such two (2)-year
extended term of employment referred to in this Section 5 as the “Change in Control
Contract Term”). In addition, upon the occurrence of a Change in Control, (i) the
unvested stock options awarded to Executive under the GEHL Stock Option Plans shall vest,
and (ii) all restrictions limiting the exercise, transferability, entitlement or
incidents of ownership of any outstanding award, including options, restricted stock,
supplemental retirement benefits, deferred compensation, or other property or rights
granted to Executive after the date of this Agreement (other than pursuant to plans of
general application to salaried employees such as tax-qualified retirement plans, life
insurance and the health plan) shall lapse, and such awards shall become fully vested and
be held by or for Executive free and clear of all such restrictions. This provision shall
apply to all such property or rights notwithstanding the provisions of any other plan or
agreement.  




        If
Executive incurs a Separation from Service because Executive’s employment shall be
terminated by GEHL without cause (as defined in Section 4) or Executive shall terminate
his employment for Good Reason (as defined below in this Section 5) during the Change in
Control Contract Term, or if GEHL shall terminate Executive’s employment without
cause, triggering a Separation from Service, within six (6) months before the execution of
a definitive purchase agreement that ultimately results in a Change in Control and
Executive shall reasonably demonstrate that such termination was in connection with or in
anticipation of the Change in Control, Executive shall be entitled to the following: 



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(a)              paid
in a lump sum within thirty (30) days of the date of Executive’s
          Separation from Service or the date that Executive demonstrates that such
          Separation from Service was in connection with or in anticipation of the Change
          in Control, whichever is applicable:  






	 	
(i)              Executive’s
base salary as in effect on the Separation from Service           (“Current Base
Salary”) through the Separation from Service to the           extent not theretofore
paid; and  






	 	
(ii)              The
pro rata portion (based on the completed months in the calendar year through
          the Separation from Service divided by twelve (12)) of the target bonus award
          that could have been earned by Executive under GEHL’s then-existing bonus
          plan, ignoring performance requirements and any requirement that Executive be
          employed through the end of the fiscal year; and  






	 	
(b)              paid
in a lump sum on the first business day that is six (6) months after the
          Separation from Service or the later date that Executive demonstrates that such
          Separation from Service was in connection with or in anticipation of the Change
          in Control, whichever is applicable:  






	 	
(i)              Three
(3) times the sum of (I) the Current Base Salary and (II) the highest           bonus
amount earned by Executive in any of the five (5) fiscal years which           precede
the year in which the Separation from Service occurs, including any           amounts
deferred; and  







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(ii)              The
present value of Executive’s benefits under Section 2 of           Executive’s
most current Supplemental Retirement Benefit Agreement using a           discount rate
equal to the interest rate that would be used by the Gehl Company           Retirement
Income Plan “B” to calculate the amount of a lump sum           distribution to
be made on the same date as the payment hereunder;  






	 	
provided,
however, that any payments under (c) and (d) shall be increased with interest from the
date that payment is made under (a) and (b) until the payment is made under (c) and (d),
with 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. 






        If
benefits under (a), (b), (c) and (d) above are triggered, Executive shall also receive
Fifteen Thousand Dollars ($15,000), such amount to be paid at the same time as the
benefits in (c) and (d) above with interest credited in the same fashion. 



        If
benefits under the preceding paragraph and under (a), (b), (c) and (d) in the second
preceding paragraph are triggered, in addition, for twenty-four (24) months after the
Separation from Service, GEHL shall provide to Executive and his family medical benefits
at least substantially equal on a pre-tax basis to those provided to him and his family
just prior to the date of the Change in Control, whether pursuant to a group plan or
individual coverage. Notwithstanding the foregoing, if Executive obtains employment during
the twenty-four (24)-month period and family medical benefits are available from the new
employer, GEHL’s obligation to provide such family medical benefits shall cease for
so long as Executive remains employed. If the extended coverage exceeds the applicable
“COBRA” continuation period, typically eighteen (18) months, and if such
coverage is provided under a health plan that is subject to Code Section 105(h), benefits
payable under such health plan shall comply with the requirements of Treasury regulation
section 1.409A-3(i)(1)(iv)(A) and (B) and, if necessary, GEHL shall amend such health plan
to comply therewith. 




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        In
no event shall Executive be obligated to seek other employment or take any other action by
way of mitigation of the amounts payable to Executive under this Section 5 and such
amounts shall not be reduced (except to the extent set forth in the immediately preceding
paragraph) whether or not Executive obtains other employment. In addition, GEHL will not
be entitled to reduce the amounts payable under this Section 5 for any claims or rights it
may have against Executive. 



        “Change
in Control,” for the purposes of this Agreement, shall be defined as one of the
following: 



	 	
(i)              Securities
of GEHL representing thirty percent (30%) or more of the combined           voting power
of GEHL’s then outstanding voting securities are acquired           pursuant to a
tender offer or an exchange offer; or  






	 	
(ii)              The
shareholders of GEHL approve a merger or consolidation of GEHL 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 GEHL (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 GEHL approve the sale of substantially all of GEHL’s
          assets to a corporation which is not a wholly-owned subsidiary of GEHL; or  






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(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 GEHL representing thirty percent (30%) or more of
          the combined voting power of GEHL’s then outstanding securities the effect
          of which (as determined by the Board) is to take over control of GEHL; or  






	 	
(v)              During
any period of two (2) consecutive years, individuals who, at the           beginning of
such period, constituted the Board of Directors of GEHL 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 (2/3) of the directors then still in office who were directors           at
the beginning of the period;  






but only if such event is also a
change in ownership or effective control or a change in the ownership of a substantial
portion of the assets of GEHL as defined by the applicable regulations for Code Section
409A using its default provisions. 



        “Good
Reason,” for the purposes of this Agreement, shall be defined as the occurrence of
any one of the following events or conditions after, or in anticipation of, the Change in
Control: 



	 	
(i)              The
removal of Executive from, or any failure to reelect or reappoint Executive           to,
any of the positions held with GEHL on the date of the Change in Control or           any
other positions with GEHL to which Executive shall thereafter be elected,
          appointed or assigned, except in connection with the termination of his
          employment for disability, cause, as a result of his death or by Executive
other           than for Good Reason;  






	 	
(ii)              A
good faith determination by Executive that there has been a significant           adverse
change, without Executive’s written consent, in Executive’s           working
conditions or status with GEHL from such working conditions or status in           effect
immediately prior to the Change in Control, including but not limited to           (A) a
significant change in the nature or scope of Executive’s authority,
          powers, functions, duties or responsibilities, or (B) a significant reduction
in           the level of support services, staff, secretarial and other assistance,
office           space and accoutrements;  







-8- 









	 	
(iii)              Any
material breach by GEHL of any provision of this Agreement;  






	 	
(iv)              Any
purported termination of Executive’s employment for cause by GEHL which           is
determined under Section 15 not to be for conduct encompassed in the           definition
of cause contained herein;  






	 	
(v)              The
failure of GEHL to obtain an agreement, satisfactory to Executive, from any
          successor or assign of GEHL, to assume and agree to perform this Agreement, as
          contemplated in Section 10 hereof;  






	 	
(vi)              GEHL’s
requiring Executive to be based at any office or location which is           not within a
fifty (50) mile radius of West Bend, Wisconsin, except for travel           reasonably
required in the performance of Executive’s responsibilities           hereunder,
without Executive’s consent; or  






	 	
(vii)              Any
voluntary termination of employment by Executive for any reason where the
          notice of termination is delivered by Executive to GEHL at any time within
          ninety (90) days following the six-month anniversary of the Change in Control.  






For purposes of this Section 5, any
good faith determination of Good Reason made by Executive shall be conclusive. 



        Section
6.    Benefits. Executive shall be entitled to participate in
any group insurance, hospitalization, medical, health and accident, disability, or
similar plan or program of GEHL now existing or established hereafter to the extent that
he is eligible under the general provisions thereof.  




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        Furthermore,
Executive shall be entitled to other payments, in addition to the base salary above, as
provided below: 



	 	
(i)    Retirement/Death
Benefit. The Supplemental Retirement Benefit Agreement           between Executive
and GEHL shall dictate the Retirement/Death benefits other           than those provided
under the employee benefit plans generally available to all           salaried employees.
Such Supplemental Retirement Benefit Agreement is           specifically referenced and
made a part hereof.  






	 	
(ii)    Bonus.
Executive shall be entitled to an annual cash bonus as calculated           in accordance
with the Company’s Executive Incentive Plan or other similar           Plan in
effect in the event Executive is employed with GEHL on the last day of           the
applicable calendar year. Notwithstanding the foregoing, in the event           Executive’s
employment is terminated during the applicable year as a result           of death or
disability or by GEHL for any reason other than cause, as defined in           Section 4
hereof, or circumstances governed by Section 5 hereof, Executive shall           be
entitled to a pro rata portion of the target bonus award that could have been
          earned by Executive, ignoring any performance requirements and any requirement
          that Executive be employed through the end of the fiscal year. The pro rata
          portion shall be equal to the number of completed months in the calendar year
          through the date of termination divided by twelve (12).  






	 	
(iii)    Split
Dollar Life Insurance. Executive, as the insured, a trust for the           benefit
of Executive’s family (the “Trust”), as the owner, and           GEHL have
entered into the Split Dollar Insurance Agreement regarding the           purchase of a
$1 million whole life insurance policy. The Trust shall execute a           collateral
assignment of such policy to GEHL to secure its interest therein as           provided in
the Split Dollar Insurance Agreement. Said agreement is specifically           referenced
and made a part hereof.  







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        Section
7.    Reimbursement of Expenses. GEHL shall pay or reimburse
Executive for all reasonable travel and other expenses in accordance with GEHL policy.
GEHL further agrees to furnish Executive with a private office and a private secretary
and such other assistance and accommodations as shall be suitable to the character of
Executive’s position with GEHL and adequate to the performance of his duties
hereunder.  




        Section
8.    Vacation.  Executive shall be entitled to five (5) weeks
paid vacation each year. 




        Section
9.    Additional Undertakings of Executive; Non-competition
Provisions. Executive agrees that during the term of employment under this Agreement
he will apply on a full-time basis (allowing for usual vacations and sick leave) all of
his skill and experience to the performance of his duties in such employment. It is
understood that Executive may have other business investments and participate in other
business ventures which may, from time to time, require minor portions of his time, but
which shall not interfere or be inconsistent with his duties hereunder. Executive agrees
that during the term of employment and for one (1) year thereafter, or, in the event of
termination of his employment by GEHL for cause (as defined in Section 4 above) for two
(2) years after such termination, Executive will not, without the prior written approval
of the Board of Directors of GEHL, become an owner, officer, employee, agent, partner, or
director of any business enterprise in substantial direct competition (as defined below)
with GEHL or any subsidiary of GEHL as the business of GEHL or any subsidiary of GEHL may
be constituted during the term of employment or at the termination thereof. If Executive’s
employment is terminated by GEHL other than for cause (as defined in Section 4 above), he
will not be subject to any restrictions under this Section 9.  




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        If
Executive’s employment by GEHL is terminated by him (other than under the
circumstances set forth in Section 1 above), in breach of this Agreement during the term
of employment, Executive shall not, for a two (2)-year period following such termination,
become an owner, officer, employee, agent, partner, or director of any business enterprise
in substantial direct competition (as defined below) with GEHL or any subsidiary of GEHL
as the business of GEHL or any subsidiary of GEHL may be constituted at the time of such
termination. 



        For
the purposes of this Section 9, a business enterprise with which Executive becomes
associated as an owner, officer, employee, agent, partner or director, shall be considered
in “substantial direct competition,” if, during a year (adjusted for fractions
of a year in respect of a new enterprise) when such competition is prohibited, its sales
of any product or service sold by GEHL or any subsidiary of GEHL amount to more than
either ten percent (10%) of its (new enterprise) total sales or Ten Million
($10,000,000.00) Dollars. 



        Section
10.    Assigns and Successors. The rights and obligations of
GEHL under this Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of GEHL and GEHL shall require any successor or assign (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to expressly assume
and agree to perform this Agreement in the same manner and to the same extent that GEHL
would be required to perform if no such succession or assignment had taken place.  




        Section
11.    Construction. This Agreement shall be construed under
the laws of the State of Wisconsin. Section headings are for convenience only and shall
not be considered a part of the terms and provisions of this Agreement.  




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        Section
12.    Notices. All notices under this Agreement shall be in
writing and shall be deemed effective when delivered in person (in GEHL’s case, to
its Secretary) or by facsimile to the number provided for such purpose by the applicable
party or forty-eight (48) hours after deposit thereof in the U.S. mails, postage prepaid,
addressed, in the case of Executive, to his last known address as carried on the
personnel records of GEHL and, in the case of GEHL, to the corporate headquarters,
attention of the Secretary, or to such other address as the party to be notified may
specify by notice to the other party.  




        Section
13.    Severability. Should it be determined that one or more
of the clauses of this Agreement is (are) found to be unenforceable, illegal, contrary to
public policy, etc., this Agreement remains in full force and effect except for the
unenforceable, illegal, or contrary to public policy provisions.  




        Section
14.    Limitation on Payments.  




        (a)              Notwithstanding
anything contained herein to the contrary, prior to the payment           of any amounts
pursuant to Section 5 hereof, a national accounting firm           designated by GEHL
(the “Accounting Firm”) shall compute whether there           would be any
“excess parachute payments” payable to Executive, within           the meaning
of Code Section 280G, taking into account the total “parachute           payments,” within
the meaning of Code Section 280G, payable to Executive by           GEHL or any successor
thereto under this Agreement and any other plan, agreement           or otherwise. If
there would be any excess parachute payments, the Accounting           Firm will compute
the net after-tax proceeds to Executive, taking into account           the excise tax
imposed by Code Section 4999, if (i) the payments hereunder were           reduced, but
not below zero, such that the total parachute payments payable to           Executive
would not exceed three (3) times the “base amount” as           defined in Code
Section 280G, less One Dollar ($1.00) or (ii) the payments           hereunder were not
reduced. If reducing the payments hereunder would result in a           greater after-tax
amount to Executive, such lesser amount shall be paid to           Executive. If not
reducing the payments hereunder would result in a greater           after-tax amount to
Executive, such payments shall not be reduced. The           determination by the
Accounting Firm shall be binding upon GEHL and Executive.  




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        (b)              As
a result of the uncertainty in the application of Code Section 280G, it is
          possible that excess parachute payments will be paid when such payment would
          result in a lesser after-tax amount to Executive; this is not the intent
hereof.           In such cases, the payment of any excess parachute payments will be
void ab           initio as regards any such excess. Any excess will be treated as a loan
by GEHL           to Executive. Executive will return the excess to GEHL, within fifteen
(15)           business days of any determination by the Accounting Firm that excess
parachute           payments have been paid when not so intended, with interest at an
annual rate           equal to the rate provided in Code Section 1274(d) (or one hundred
twenty           percent (120%) of such rate if the Accounting Firm determines that such
rate is           necessary to avoid an excise tax under Code Section 4999) from the date
          Executive received the excess until it is repaid to GEHL.  




        (c)              All
fees, costs and expenses (including, but not limited to, the cost of           retaining
experts) of the Accounting Firm shall be borne by GEHL and GEHL shall           pay such
fees, costs and expenses as they become due. In performing the           computations
required hereunder, the Accounting Firm shall assume that taxes           will be paid
for state and federal purposes at the highest possible marginal tax           rates which
could be applicable to Executive in the year of receipt of the           payments, unless
Executive agrees otherwise.  




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Section 15.    Governing Law; Resolution
of Disputes. This Agreement and the rights and obligations hereunder shall be governed by
and construed in accordance with the laws of the State of Wisconsin. Any dispute arising
out of this Agreement shall, at Executive’s election, be determined by arbitration
under the rules of the American Arbitration Association then in effect (in which case both
parties shall be bound by the arbitration award) or by litigation. Whether the dispute is
to be settled by arbitration or litigation, the venue for the arbitration or litigation
shall be West Bend, Wisconsin or, at Executive’s election, if Executive is no longer
residing or working in the West Bend, Wisconsin metropolitan area, in the judicial
district encompassing the city in which Executive resides; provided, that,
if Executive is not then residing in the United States, the election of Executive with
respect to such venue shall be either West Bend, Wisconsin or in the judicial district
encompassing that city in the United Sates among the thirty cities having the largest
population (as determined by the most recent United States Census data available at
termination date) which is closest to Executive’s residence. The parties consent to
personal jurisdiction in each trial court in the selected venue having subject matter
jurisdiction notwithstanding their residence or situs, and each party irrevocably consents
to service of process in the manner provided hereunder for the giving of notices. 



        Section
16.    Amendment. No modification or amendment to this
Agreement may be made without the written consent of the parties hereto.  




        Section
17.    Expenses and Interest. If (i) a dispute arises with
respect to the enforcement of Executive’s rights under this Agreement, (ii) any
legal or arbitration proceeding shall be brought to enforce or interpret any provision
contained herein or to recover damages for breach hereof, or (iii) any tax audit or
proceeding is commenced that is attributable in part to the application of Code Section
4999, in any case so long as Executive is not acting in bad faith, then GEHL shall
reimburse Executive for any reasonable attorney’s fees and necessary costs and
disbursements incurred as a result of such dispute, legal or arbitration proceeding or
tax audit or proceeding (“Expenses”), and prejudgment interest on any money
judgment or arbitration award obtained by Executive calculated at the rate of interest
announced by M&I Bank, Milwaukee, Wisconsin, from time to time as its prime or base
lending rate from the date that payments to Executive should have been made under this
Agreement. Within ten (10) days after Executive’s written request therefor, GEHL
shall pay to Executive, or such person or entity as Executive may designate in writing to
GEHL, Executive’s reasonable Expenses in advance of the final disposition or
conclusion of any such dispute, legal or arbitration proceeding. Any such payment shall
be made promptly following the date of the final determination that Executive is not
acting in bad faith, but no later than the end of the calendar year following the year in
which Executive incurs the expense.  




-15- 










        Section
18.    Extended Care Insurance. GEHL agrees to provide
Executive with an extended care insurance policy which will be fully paid up in ten (10)
years, providing a $200/day benefit for six (6) years with an annual premium of
$6,419.30. GEHL shall pay the premium as long as Executive is employed. Thereafter, it
shall be the responsibility of Executive.  




        Section
19.    409A. 




        (a)              If
an amount or the value of a benefit under this Agreement is required to be
          included in Executive’s income prior to the date such amount is actually
          distributed or benefit provided as a result of the failure of this Agreement
(or           any other arrangement required to be aggregated with this Agreement under
Code           Section 409A) to comply with Code Section 409A, then Executive shall
receive a           distribution, in a lump sum, within ninety (90) days after the date
it is           finally determined that the Agreement fails to meet the requirements of
Code           Section 409A; such distribution shall equal the amount required to be
included           in Executive’s income as a result of such failure and shall
reduce the           amount of payments or benefits otherwise due hereunder.  




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        (b)              GEHL
and Executive intend the terms of this Agreement to be in compliance with           Code
Section 409A. GEHL does not guarantee the tax treatment or tax consequences
          associated with any payment or benefit, including but not limited to
          consequences related to Code Section 409A. To the maximum extent permissible,
          any ambiguous terms of this Agreement shall be interpreted in a manner which
          avoids a violation of Code Section 409A.  




        (c)              Executive
acknowledges that to avoid an additional tax on payments that may be           payable or
benefits that may be provided under this Agreement and that           constitute deferred
compensation that is not exempt from Code Section 409A,           Executive must make a
reasonable, good faith effort to collect any payment or           benefit to which
Executive believes Executive is entitled hereunder no later           than ninety (90)
days after the latest date upon which the payment could have           been made or
benefit provided under this Agreement, and if not paid or provided,           must take
further enforcement measures within one hundred eighty (180) days           after such
latest date.  




        (d)              Executive
acknowledges that in the discretion of GEHL a portion of the benefits           hereunder
may be accelerated up to the amount of the withholding requirement for           taxes
under Code Section 3121(v) (i.e., FICA taxes) related to the benefits
          hereunder; any such acceleration shall reduce the amount of payments otherwise
          due hereunder.  




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        IN
WITNESS WHEREOF, GEHL COMPANY has caused this Agreement to be executed by its duly
authorized officers, and Executive has hereunto set his hand, all as of the date set forth
above. 



	Attest:	GEHL COMPANY
	
/s/ Michael J. Mulcahy	/s/ John T. Byrnes
	Its Secretary	Its Director: John T. Byrnes
	

/s/ Michael J. Mulcahy	/s/ William D. Gehl
	Witness as to William D. Gehl	William D. Gehl, Executive














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