GEHL COMPANY/MULCAHY 
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 __________________________, of __________, 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 Vice President
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 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 absence of a valid           designation, the Beneficiary shall be the
Employee’s estate.  




        (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)              “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.  




        (e)              “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. 



        (f)              “Vesting
Service” means the period of the Employee’s consecutive           employment
with the Company from January 1, 1986, through the date of Separation           from
Service.  




        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 forty percent (40%)           of the Employee’s
Average Monthly Compensation.  




        (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. 




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        (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 five (5) 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 five (5) 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 five (5) 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.  




        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 a
competitor of the Company. The ownership of minority and non-controlling shares of any
corporation whose shares are listed on a recognized stock exchange or traded in an
over-the-counter market shall not be deemed as constituting a financial interest in such
corporation. 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. For purposes of this Agreement, a “change in control of
the Company” occurs when: 



	 	(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 






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	 	(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 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 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 the ownership or effective control or a change in the ownership of a substantial
portion of the assets of the Company as defined by the applicable regulations for Code
Section 409A using its default provisions. 



        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.  




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        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.  




        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 and Severance 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
	

______________________________	______________________________
		Its:  Chairman of the Board and
		        Chief Executive Officer
	

 	EMPLOYEE
	

______________________________	______________________________
	Witness as to [Executive]	[Executive]















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