GEHL
COMPANY/MULCAHY
CHANGE IN CONTROL AND SEVERANCE AGREEMENT  



        THIS
AGREEMENT, made and entered into as of the _____day of ___________, 2008, by and between
GEHL COMPANY, a Wisconsin corporation (hereinafter referred to as the “GEHL”),
and _________________________ (hereinafter referred to as the “Executive”). 



W I T N E S S E T H : 



        WHEREAS,
the Executive is employed by GEHL in a key executive capacity, and the Executive’s
services are valuable to the conduct of the business of GEHL; 



        WHEREAS,
the Board of Directors of GEHL (the “Board”) recognizes that circumstances may
arise in which a change in control of GEHL occurs, through acquisition or otherwise,
thereby causing uncertainty about the Executive’s future employment with GEHL without
regard to the Executive’s competence or past contributions, which uncertainty may
result in the loss of valuable services of the Executive to the detriment of GEHL and its
shareholders, and GEHL and the Executive wish to provide reasonable security to the
Executive against changes in the Executive’s relationship with GEHL in the event of
any such change in control; 



        WHEREAS,
GEHL and the Executive are desirous that any proposal for a change in control or
acquisition of GEHL will be considered by the Executive objectively and with reference
only to the best interests of GEHL and its shareholders; 



        WHEREAS,
the Executive will be in a better position to consider GEHL’s best interests if the
Executive is afforded reasonable security, as provided in this Agreement, against altered
conditions of employment which could result from any such change in control or
acquisition; and 



        WHEREAS,
GEHL deems it appropriate to provide the Executive with specified severance benefits, as
provided in this Agreement, in the event of certain termination of the Executive other
than in the context of a Change in Control or acquisition. 



        NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements
hereinafter set forth, the parties hereto mutually covenant and agree as follows: 



        Section
1.    Change in Control. In the event a Change in Control, as
defined below, occurs while the Executive is employed by GEHL and this Agreement is in
effect, the Executive shall automatically be entitled to employment by GEHL for two (2)
years after the occurrence of the Change in Control (such two (2)-year term of employment
is hereafter referred to as the “Change in Control Contract Term”). While
employed by GEHL during the Change in Control Contract Term, the Executive shall be
entitled to a base salary, bonus opportunity and other employee benefits substantially
equivalent to those the Executive was entitled to immediately prior to the Change in
Control. In addition, upon the occurrence of a Change in Control, and assuming that the
Executive is in the employ of GEHL at such time or demonstrates that his prior
termination was effected in anticipation of a Change in Control as contemplated by the
succeeding paragraph, (i) the unvested stock options awarded to the 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 the 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 the 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
the Executive incurs a Separation from Service (as defined below) because the
Executive’s employment shall be terminated by GEHL without Cause (as defined below)
or the Executive shall terminate his employment for Good Reason (as defined below) during
the Change in Control Contract Term, or if GEHL shall terminate the 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 the Executive shall reasonably demonstrate that such termination was
in connection with or in anticipation of the Change in Control, the Executive shall be
entitled to the following: 



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




	 	(a) 	The
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 






	 	(b) 	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 the Executive under GEHL’s
then-existing                bonus plan, ignoring performance requirements and any
requirement that the                Executive be employed through the end of the fiscal
year; and 






            (iv)               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 the Executive demonstrates that
          such Separation from Service was in connection with or in anticipation of the
          Change in Control, whichever is applicable:  




	 	(c) 	Two
(2) times the sum of (I) the Current Base Salary and (II) the highest bonus
               amount earned by the 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 






	 	(d) 	The
present value of the Executive’s benefits under Section 2 of the
               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; 






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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, the Executive shall also receive
at the expense of GEHL (at the time of entering into the agreement, the executive needs
to irrevocably select one of the following two options by checking the applicable
provision; no subsequent change in the election is permitted): 



	 	___	outplacement
services, on an individualized basis at a level of service commensurate with the Executive’s
most senior status with GEHL during the one hundred eighty (180)-day period prior to the
date of the Change in Control, provided by a nationally recognized senior executive
placement firm selected by GEHL with the consent of the Executive, provided that the cost
to GEHL of such services shall not exceed twenty percent (20%) of the Executive’s
Current Base Salary and provided further that such outplacement services shall cease no
later than December 31 of the second calendar year following the calendar year in which
the Executive’s Separation from Service occurs.  






	 	___	the
lesser of Fifteen Thousand Dollars ($15,000) or twenty percent (20%) of the Executive’s
Current Base Salary, 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 the 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 the Executive obtains employment
during the twenty-four (24)-month period and family medical benefits (substantially
equivalent to those offered by GEHL just prior to the date of the Change in Control) are
available from the new employer, GEHL’s obligation to provide such family medical
benefits shall cease for so long as the 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. 



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



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        “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 






	 	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 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 the Executive from, or any failure to re-elect or reappoint the
               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 the 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 the                Executive other than for Good Reason; or 






	 	ii) 	A
good faith determination by the Executive that there has been a significant
               adverse change, without the Executive’s written consent, in the
               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                the 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; or 






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






	 	iv) 	Any
purported termination of the Executive’s employment for Cause by GEHL
               which is determined under Section 13 not to be for conduct encompassed in
the                definition of Cause contained herein; or 






	 	v) 	The
failure of GEHL to obtain an agreement, satisfactory to the Executive, from
               any successor or assign of GEHL, to assume and agree to perform this
Agreement,                as contemplated in Section 3 hereof; or 






	 	vi) 	GEHL’s
requiring the 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 the Executive’s
               responsibilities hereunder, without the Executive’s consent. 






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



            “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 the 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. 



        Section
2.    Separation from Service Other Than in the Context of a Change
in Control/Severance. If the Executive incurs a Separation from Service because his
employment is involuntarily terminated by GEHL for any reason other than (i) Cause, (ii)
circumstances under which the Executive would be entitled to the payments provided by
Section 1 hereof or (iii) the Executive’s death or disability, the Executive shall
be entitled to receive, and GEHL shall be obligated to pay, the Executive’s then
Current Base Salary, as in effect immediately prior to such termination, for one (1) full
year from the Executive’s Separation from Service. During such year, the Executive
shall also continue to participate in all group health and welfare benefit plans and
programs of GEHL to the extent that such continued participation is possible under the
general terms and provisions of such plans and programs. In the event that the Executive’s
continued participation in any such plans and programs is barred, and in lieu thereof,
the 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 two (2) fiscal
years (or fraction thereof) of GEHL preceding the Separation from Service under such
plans and programs from which his continued participation is barred.  




        Notwithstanding
the foregoing unless the Internal Revenue Service has issued clear guidance that the
definition of Good Reason following a Change in Control does not prevent this Section 2
benefit from being an “involuntary separation” benefit, no cash benefit under
this Section 2 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. If such clear guidance has been issued, the
six (6) month delay shall only apply to the portion of the Section 2 benefit, if any,
which exceeds the aggregate dollar limitations for an involuntary severance plan exempt
from Code Section 409A under the applicable regulations thereof. 



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        Termination
by GEHL for “Cause” shall mean termination by action of the Board because of the
material failure of the Executive to fulfill his obligations as an officer of GEHL or
because of serious willful misconduct by the Executive in respect of his obligations as an
officer of GEHL as, for example, the commission by the Executive of a felony or the
perpetration by the 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. 



        Section
3.    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
4.    Construction. Section headings are for convenience only and
shall not be considered a part of the terms and provisions of this Agreement.  




        Section
5.    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 to its Chief Executive Officer if the Executive is then serving as
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 the 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 its Chief Executive Officer if the Executive is then
serving as Secretary, or to such other address as the party to be notified may specify by
notice to the other party.  




        Section
6.    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 shall remain in full force and effect except for the
unenforceable, illegal, or contrary to public policy provisions.  




        Section
7.    Limitation on Payments.  




	 	(a) 	Notwithstanding
anything contained herein to the contrary, prior to the payment                of any
amounts pursuant to Sections 1 or 2 hereof, a national accounting firm
               designated by GEHL (the “Accounting Firm”) shall compute whether
there                would be any “excess parachute payments” payable to the
Executive,                within the meaning of Code Section 280G, taking into account
the total                “parachute payments,” within the meaning of Code
Section 280G, payable                to the 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 the                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 the 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 the Executive,
such                lesser amount shall be paid to the Executive. If not reducing the
payments                hereunder would result in a greater after-tax amount to the
Executive, such                payments shall not be reduced. The determination by the
Accounting Firm shall be                binding upon GEHL and the 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 the 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 the Executive. The 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
the 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 the Executive in the year
of receipt of the                payments, unless the Executive agrees otherwise. 






        Section
8.    Confidentiality. During and following the Executive’s
employment by GEHL, the Executive shall hold in confidence and not directly or indirectly
disclose or use or copy or make lists of any confidential information or proprietary data
of GEHL except to the extent authorized in writing by the Board or required by any court
or administrative agency, other than to an employee of GEHL or a person to whom
disclosure is reasonably necessary or appropriate in connection with the performance by
the Executive of his duties as an executive of GEHL. Confidential information shall not
include any information known generally to the public or any information of a type not
otherwise considered confidential by persons engaged in the same business or a business
similar to that of GEHL. All records, files, documents and materials, or copies thereof,
relating to the business of GEHL which the Executive shall prepare, or use, or come into
contact with, shall be and remain the sole property of GEHL and shall be promptly
returned to GEHL upon Separation from Service.  




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        Section
9.    Expenses and Interest. If (i) a dispute arises with respect
to the enforcement of the 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 the Executive is not acting in bad faith, then GEHL shall reimburse the
Executive for any reasonable attorneys’ 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 the 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 the Executive should have been made under this
Agreement. Within ten (10) days after the Executive’s written request therefor, GEHL
shall pay to the Executive, or such other person or entity as the Executive may designate
in writing to GEHL, the 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 the
Executive is not acting in bad faith, but no later than the end of the calendar year
following the year in which the Executive incurs the expense.  




        Section
10.    Payment Obligations Absolute. GEHL’s obligation to
pay the Executive any amounts required hereunder and to make the benefit and other
arrangements provided herein shall be absolute and unconditional and shall not be
affected by any circumstances, including, without limitation, any setoff, counterclaim,
recoupment, defense or other right which GEHL may have against the Executive or anyone
else. Except as provided in Section 9, all amounts payable by GEHL hereunder shall be
paid without notice or demand. Each and every payment made hereunder by GEHL shall be
final, and GEHL will not seek to recover all or any part of such payment from the
Executive, or from whomsoever may be entitled thereto, for any reason whatsoever.  




        Section
11.    No Waiver. The Executive’s or GEHL’s failure to
insist upon strict compliance with any provision of this Agreement or the failure to
assert any right the Executive or GEHL may have hereunder, including, without limitation,
the right of the Executive to terminate employment for Good Reason, shall not be deemed
to be a waiver of such provision or right or any other provision or right of this
Agreement.  




        Section
12.    Headings. The headings herein contained are for reference
only and shall not affect the meaning or interpretation of any provision of this
Agreement.  




        Section
13.    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 the 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 the Executive’s election, if the Executive is no longer
residing or working in the West Bend, Wisconsin metropolitan area, in the judicial
district encompassing the city in which the Executive resides; provided, that,
if the Executive is not then residing in the United States, the election of the Executive
with respect to such venue shall be either West Bend, Wisconsin or in the judicial
district encompassing that city in the United States among the thirty cities having the
largest population (as determined by the most recent United States Census data available
at the Separation from Service) which is closest to the 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.  




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        Section
14.    409A. 




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






	 	(b) 	GEHL
and the 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) 	The
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, the                Executive must make a reasonable, good faith effort to collect
any payment or                benefit to which the Executive believes the 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) 	The
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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        Section
15.    Amendment. No modification or amendment to this Agreement
may be made without the written consent of the parties hereto.  




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



		GEHL COMPANY
	

	By:_________________________________
		      William D. Gehl
		      Chairman & CEO
	

 	____________________________________
		Executive



 











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