GEHL COMPANY/WILLIAM D.
GEHL  
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 WILLIAM D. GEHL, of Milwaukee, 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 Chairman and Chief
Executive Officer 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 amendment 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 event no validly designated                beneficiary
survives the Employee by at least one year, the Beneficiary shall be                the
Employee’s estate. In the event the last designated beneficiary
               survives the Employee by more than one year, the Beneficiary shall be the
estate                of such last designated beneficiary.  













        (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)                   “Employment
Agreement” means the Employee’s employment agreement                effective
June 14, 2008.  




        (e)                   “Other
Benefits” means the sum of:  




	 	(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). 






	 	(ii) 	the
monthly amount available to the Employee under the provisions of Title 11 of
               the Social Security Act (or its successor) 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). 






        (f)                   “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.  




        (g)                   “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:  




	 	(i) 	after
the Employee completes five (5) years of Vesting Service; 





	 	(ii) 	if
the Employee suffers a Disability; or 





	 	(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. 



        (h)              “Vesting
Service” means the period of the Employee’s consecutive           employment
with the Company from November 24, 1992, through the date of           Separation from
Service.  




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        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:  




	 	(i) 	sixty
percent (60%) of the Employee’s Average Monthly Compensation; less





	 	(ii) 	the
Employee’s Other Benefits. 






        (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:  




	 	(i) 	age
sixty-five (65); or 




	 	(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 Employee commences receiving the supplement but dies prior to           the
end of the payment period, the remaining monthly payments in the fifteen
          (15)-year period shall be made to the Beneficiary.  




        (d)              In
the event the Employee dies after Separation from Service but prior to the
          commencement of benefits pursuant to (b) above, the monthly supplement
          calculated pursuant to subsection (a) above shall be paid to the Beneficiary
for           the fifteen (15)-year period commencing as of the first day of the month
          following the later to occur of the Employee’s death or the date the
          Employee would have attained (or if applicable, did attain) age sixty-two (62).  




        Section
3.    Pre-Retirement Death Benefit. In the event the Employee
dies prior to commencement of the supplemental retirement benefit under Section 2(b)
above and while employed by the Company, a pre-retirement death benefit shall be paid to
the Beneficiary in lieu of any payment pursuant to Section 2 above.  The form of
such pre-retirement death benefit shall be ten (10) annual payments, the first being due
as of the last day of the month following the month of the Employee’s death and the
remaining payments being due on successive anniversaries of the first payment due date.  The
amount of each of the ten (10) payments shall be the greater of (i) forty percent (40%)
of the Employee’s Average Monthly Compensation, annualized, as of the Employee’s
date of death and (ii) the actuarial equivalent (payable in the ten (10) installment
method above) of the benefit that would have been paid to the Beneficiary pursuant to
Section 2(d) if the Employee had terminated employment immediately prior to the Employee’s
death. Such actuarial equivalent shall be determined by the Company using as the
applicable discount rate the interest rate that would be used under the Gehl Company
Retirement Income Plan “B” to calculate the amount of a lump sum distribution
to be made on such date of death.  




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        Section
4.    Non-Competition Requirement. Employee agrees that for a
period of two (2) years after Separation from Service, the Employee shall not, except as
permitted by the Company’s prior written consent, engage in, be employed by, or in
any way advise or act for, or have any financial interest in any business which is in
substantial direct competition with the Company as such term is defined in the Employment
Agreement. If the Employee shall fail to comply with any of the foregoing conditions, he
shall forfeit all right to any payments pursuant to Section 2 hereof which would
otherwise be payable to him thereafter.  




        Section
5.    Change in Control. Notwithstanding the definition of
Vested Percentage in Section 1 hereof, an Employee shall be one hundred percent (100%)
vested, subject to Section 4, in the event there is a change in control of the Company as
defined in the Employment Agreement.  




        Section
6.    No Rights of Employment. Nothing herein contained shall
be deemed to confer upon the Employee any right to continue in the employ of the Company
nor to interfere with the right of the Company to terminate his employment at any time.  




        Section
7.    Employee’s Rights Non-Assignable. Neither the
Employee nor the Beneficiary shall have the power to transfer, assign, anticipate,
mortgage, or otherwise encumber in advance any of the payments provided in this
Agreement; nor shall any of said payments nor any assets of the Company, including any
insurance policies owned by the Company, be subject to seizure for the payment of any of
the recipient’s debts, judgments or other obligations arising by operation of law or
in the event of bankruptcy, insolvency or otherwise.  




        Section
8.    Company Not Required to Fund This Agreement. The Company
is not obligated to set aside or credit the Employee or the Beneficiary with funds to
provide for the payment of the amounts due under this Agreement, and nothing in this
Agreement shall be construed as creating a trust fund of any kind for the benefit of the
Employee or the Beneficiary. The Employee or Beneficiary have the status of general
unsecured creditors of the Company, and this Agreement constitutes a mere promise by the
Company to make future benefit payments in accordance with the terms hereof. It is the
intention of the parties that this Agreement is unfunded for purposes of the Code and
Title I of the Employee Retirement Income Security Act of 1974, as amended.  




        Section
9.    Administration. This Agreement shall be administered by
the Gehl Company Compensation and Benefits Committee (herein referred to as the “Committee”).
If the Employee is also a Committee member, he shall abstain from any deliberations or
vote on any matter in connection with this Agreement.  




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        Section
10.    Successors and Assigns.  This Agreement shall inure to
and be binding upon the successors and assigns of the Company. 




        Section
11.    Acceleration. In the event that payment of the benefits
provided by Section 2 hereunder is accelerated in a present value payment pursuant
to the Employee’s Change in Control section of the Employment Agreement, all other
benefits and provisions hereof shall be deemed terminated.  




        Section
12.    409A. 




        (a)              If
an amount or the value of a benefit under this Agreement is required to be
          included in an Employee’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 the Employee 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 the Employee’s income as a result of such failure and shall
reduce the           amount of payments or benefits otherwise due hereunder.  




        (b)              The
Company and the Employee intend the terms of this Agreement to be in           compliance
with Code Section 409A. The Company 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)              The
Employee 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, the
          Employee must make a reasonable, good faith effort to collect any payment or
          benefit to which the Employee believes the Employee 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)              The
Employee acknowledges that in the discretion of the Company 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, the parties have executed this Agreement as of the day and year first
above written. 



	Attest:	GEHL COMPANY
	

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

 	EMPLOYEE
	

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















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