GEHL COMPANY
2004
EQUITY INCENTIVE PLAN  



STOCK APPRECIATION
RIGHTS AWARD AGREEMENT 



        THIS
AGREEMENT, made and entered into as of this ____ day of _____________, by and between
GEHL COMPANY, a Wisconsin corporation (the “Company”),
and ________________________ (the “Participating Key Employee”). 



W I T N E S S E T H : 



        WHEREAS,
the Company has adopted the Gehl Company 2004 Equity Incentive Plan (the
“Plan”), the terms of which, to the extent not stated herein, are specifically
incorporated by reference in this Agreement; and 



        WHEREAS,
one of the purposes of the Plan is to permit the granting of awards of stock appreciation
rights with respect to shares of the Company’s Common Stock, $.10 par value (the
“Common Stock”), to certain key employees of the Company and its Affiliates (as
defined in the Plan); and 



        WHEREAS,
the Participating Key Employee is now employed by the Company or an Affiliate of the
Company in a key capacity, and the Company desires the Participating Key Employee to
remain in such employ and to increase his or her incentive and personal interest in the
welfare of the Company. 



        NOW,
THEREFORE, in consideration of the premises and of the covenants and agreements herein
set forth, the parties hereby mutually covenant and agree as follows: 



        1.    Award
of SARs. Subject to the terms and conditions of the Plan and           this
Agreement, the Company hereby awards the Participating Key Employee the           number
of stock appreciation rights set forth on the signature page of this           Agreement
(the “SARs”). The SARs are solely a unit of measurement of           the amount
of cash compensation, if any, to which the Participating Key Employee           may be
entitled.  




        2.    Initial
Value of SARs. Each SAR has an initial value as set forth           on the
signature page of this Agreement (the “Initial Value”).  




        3.    Exercisability
and Termination of SARs. Except as provided herein,           the SARs may be
exercised only while the Participating Key Employee is an           employee of either
the Company or an Affiliate of the Company and only if the           Participating Key
Employee has been continuously so employed since the date of           the award of the
SARs. Subject to Paragraph 4, the SARs may be exercised by the           Participating
Key Employee in whole, or in part from time to time, during the           period
beginning on the date of grant of the SARs set forth on the signature           page of
this Agreement (the “Grant Date”) and ending on the tenth           anniversary
of the Grant Date (the “10-Year Maturity Date”) but only           in
accordance with the following schedule:  


















	Elapsed Period of Time

After Grant Date	Cumulative Percentage of SARs

Which May Be Exercised

(which number of shares shall be rounded

down to the nearest whole number
	
Less than One Year	0%
	One Year	33-1/3%
	Two Years	66-2/3%
	Three Years	100%






provided, however, that
notwithstanding the foregoing vesting schedule, the SARs shall become immediately
exercisable in full following a Change of Control of the Company (as such term is defined
in the Plan). 



        4.    Exercisability
After Termination of Employment. 




        (a)    Death
or Disability; Retirement. In the event the           Participating Key
Employee dies while he or she is in the employ of the Company           or an Affiliate
thereof or if his or her employment is terminated by reason of           retirement on or
after attaining age 62 or by reason of his or her disability,           the SARs, to the
extent not theretofore exercised, may be exercised in full as           follows: (i) by
the Beneficiary at any time within twelve months after the date           of the
Participating Key Employee’s death while in the employ of the           Company or
an Affiliate thereof; or (ii) by the Participating Key Employee at           any time
within twelve months after the termination of Participating Key           Employee’s
employment by reason of retirement on or after attaining age 62           or by reason of
his or her disability, but in no event later than the 10-Year           Maturity Date.  




        (b)    Voluntary
Termination; Termination for Cause. In the event           the
Participating Key Employee voluntarily terminates employment with the           Company
and, if applicable, any of its Affiliates or if his or her employment is
          terminated for Cause (as hereinafter defined), the SARs, to the extent not
          theretofore exercised, shall immediately terminate upon such termination of
          employment. For purposes of this Agreement, the term “Cause” shall
          mean any termination of the Participating Key Employee by action of the Board
of           Directors of the Company because of the failure of the Participating Key
          Employee to fulfill his or her obligations with the Company or any Affiliate
          thereof or because of serious willful misconduct by the Participating Key
          Employee in respect of his or her obligations with the Company or any Affiliate
          thereof which would cause a substantial and demonstrable detriment to the
          Company, as, for example, the commission by the Participating Key Employee of a
          felony or the perpetration by the Participating Key Employee of a common-law
          fraud against the Company or any Affiliate thereof, or any major material
action           (i.e., not procedural or operational differences) taken against
the           expressed directive of the Board of Directors of the Company.  




        (c)    Other.
In the event that the Participating Key Employee is           discharged or leaves the
employ of the Company and, if applicable, its           Affiliates for any reason (other
than the death or disability of the           Participating Key Employee, the retirement
of the Participating Key Employee on           or after attaining age 62, the
Participating Key Employee’s voluntary           termination of employment or the
termination of the Participating Key Employee           for Cause), the SARs, to the
extent not theretofore exercised but then permitted           under the percentage
limitations of Paragraph 3 hereof, may be exercised by the           Participating Key
Employee at any time within three months after the date of           termination of
employment, but in no event later than the 10-Year Maturity Date.  





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        5.    Final
Value of SARs. The value of each exercised SAR shall be the           difference
between (i) the Initial Value and (ii) the last per share sale price           of the
Common Stock as reflected on The Nasdaq Stock Market on the date of           exercise as
determined pursuant to Paragraph 6 (such difference being the           “Final Value”).  




        6.    Manner
of Exercise. Except as provided herein, the SARs may be           exercised only
by written notice to the Company, served upon the Secretary of           the Company at
its office at West Bend, Wisconsin, specifying the number of SARs           being
exercised. The exercise shall be effective on the business day such           written
notice is received or, if such written notice is received on a day which           is not
a business day, on the next following business day. A day of the week is           a
business day if it is a day that both the West Bend office of the Company and
          The Nasdaq Stock Market are open for business. Any such written notice is
          irrevocable. Notwithstanding the foregoing, in no event may any SARs be
          exercised except during the windows defined pursuant to the Company’s
          insider trading policy; any blackout periods under such policy shall not extend
          the exercise period for SARs hereunder.  




        7.    Cash
Payment. As soon as practicable after a valid exercise           of a SAR,
the Company shall make a cash payment to the Participating Key           Employee or the
Beneficiary thereof, as applicable. The cash payment shall be           equal to the
Final Value, subject to the Company’s obligation to withhold           Federal,
state or local taxes.  




        8.    Nontransferability
of the SARs. The SARs shall not be           assignable, alienable,
saleable or transferable by the Participating Key           Employee other than by will
or the laws of descent and distribution; provided,           however, that the
Participating Key Employee shall be entitled, in the manner           provided in
Paragraph 9 hereof, to designate a beneficiary to exercise his or           her rights
with respect to the SARs upon the death of the Participating Key           Employee. The
SARs may be exercised during the lifetime of the Participating Key           Employee
only by the Participating Key Employee or, if permitted by applicable           law, the
Participating Key Employee’s guardian or legal representative.  




        9.    Designation
of Beneficiary. 




        (a)              The
person whose name appears on the signature page hereof after the caption           “Beneficiary” or
any successor designated by the Participating Key           Employee in accordance
herewith (the person who is the Participating Key           Employee’s beneficiary
at the time of his or her death is herein referred           to as the “Beneficiary”)
shall be entitled to exercise the SARs, to           the extent they are exercisable,
after the death of the Participating Key           Employee. The Participating Key
Employee may from time to time revoke or change           his or her Beneficiary without
the consent of any prior Beneficiary by filing a           new designation with the
Committee (as defined in the Plan). The last such           designation received by the
Committee shall be controlling; provided,           however, that no designation,
or change or revocation thereof, shall be           effective unless received by the
Committee prior to the Participating Key           Employee’s death, and in no event
shall any designation be effective as of           a date prior to such receipt.  




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        (b)              If
no such Beneficiary designation is in effect at the time of the Participating
          Key Employee’s death, or if no designated Beneficiary survives the
          Participating Key Employee or if such designation conflicts with applicable
law,           the Participating Key Employee’s estate shall be entitled to exercise
the           SARs, to the extent they are exercisable after the death of the
Participating           Key Employee. If the Committee is in doubt as to the right of any
person to           exercise the SARs, the Company may refuse to recognize such exercise,
without           liability for any interest thereon, until the Committee determines the
person           entitled to exercise the SARs, or the Company may apply to any court of
          appropriate jurisdiction and such application shall be a complete discharge of
          the liability of the Company therefor.  




        10.    Adjustments. In
the event of any reclassification, subdivision or           combination of shares of
Common Stock, merger or consolidation of the Company or           sale by the Company of
all or a portion of its assets, or other event which           could, in the judgment of
the Committee, distort the implementation of the Plan           or the realization of its
objectives, the Committee may make such adjustments in           the number of SARs
and/or the Initial Value or in the terms, conditions or           restrictions of this
Agreement as the Committee deems equitable to the extent           consistent with the
Plan.  




        11.    Powers
of Company Not Affected. The existence of the SARs shall           not affect in
any way the right or power of the Company or its shareholders to           make or
authorize any combination, subdivision or reclassification of the Common           Stock
or any reorganization, merger, consolidation, business combination,           exchange of
shares, or other change in the Company’s capital structure or           its
business, or any issue of bonds, debentures or stock having rights or
          preferences equal, superior or affecting the SARs or the rights thereof, or
          dissolution or liquidation of the Company, or any sale or transfer of all or
any           part of its assets or business, or any other corporate act or proceeding,
          whether of a similar character or otherwise. Nothing in this Agreement shall
          confer upon the Participating Key Employee any right to continue in the
          employment of the Company or any of its Affiliates or interfere with or limit
in           any way the right of the Company or any of its Affiliates to terminate the
          Participating Key Employee’s employment at any time.  




        12.    Interpretation
by Committee. The Participating Key Employee agrees           that any dispute or
disagreement which may arise in connection with this           Agreement shall be
resolved by the Committee, in its sole discretion, and that           any interpretation
by the Committee of the terms of this Agreement or the Plan           and any
determination made by the Committee under this Agreement or the Plan may           be
made in the sole discretion of the Committee and shall be final, binding, and
          conclusive all as more fully set forth in the Plan. Any such determination need
          not be uniform and may be made differently among Participating Key Employees
          awarded SARs.  




        13.    Miscellaneous. 




        (a)              This
Agreement shall be governed and construed in accordance with the laws of           the
State of Wisconsin applicable to contracts made and to be performed therein
          between residents thereof.  




        (b)              This
Agreement may not be amended or modified except by the written consent of           the
parties hereto.  




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        (c)              Headings
are given to the paragraphs and subparagraphs of this Agreement solely           as a
convenience to facilitate reference. Such headings shall not be deemed in           any
way material or relevant to the construction or interpretation of this
          Agreement or any provision thereof.  




        (d)              Any
notice, filing or delivery hereunder or with respect to SARs shall be given           to
the Participating Key Employee at either his or her usual work location or           his
or her home address as indicated in the records of the Company, and shall be
          given to the Committee or the Company at  




	 	
143
Water Street
West Bend, Wisconsin 53095
Attention: Corporate Secretary 






All such notices shall be given by
first class mail, postage pre-paid, or by personal delivery. 



        (e)              This
Agreement shall be binding upon and inure to the benefit of the Company and           its
successors and assigns and shall be binding upon and inure to the benefit of
          the Participating Key Employee, the Beneficiary and the personal
          representative(s) and heirs of the Participating Key Employee.  




        IN
WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly
authorized officers and its corporate seal hereunto affixed, and the Participating Key
Employee has hereunto affixed his or her hand, all on the day and year set forth below. 



		GEHL COMPANY
	
             (CORPORATE SEAL)
	
 	By:_________________________________________________
	
 	Attest:______________________________________________
	
 	PARTICIPATING KEY EMPLOYEE
	
 	___________________________________________________









	 	
Number
of SARs:                   
Initial Value:                   
Grant Date:
                  
Beneficiary:                   
Address of Beneficiary:
                  
Beneficiary Tax Identification No.: 











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