GEHL COMPANY/MILLER
 
CHANGE IN CONTROL AND SEVERANCE AGREEMENT  



        THIS
AGREEMENT, made and entered into as of the 16th day of December, 2005, by and
between Gehl Company, a Wisconsin corporation (hereinafter referred to as the
“GEHL”), and Daniel L. Miller (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 the company and this Agreement is in effect, the Executive
shall automatically be entitled to employment by the company for two years after the
occurrence of the Change in Control (such two-year term of employment is hereafter
referred to as the “Change in Control Contract Term”). While employed by the
Company 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 the Company 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, (ii) the Executive’s Bank Balance in the Bonus Bank under
the GEHL Shareholder Value Added Management Incentive Compensation Plan shall vest and be
paid and (iii) all restrictions limiting the exercise, transferability, entitlement or
incidents of ownership of any outstanding award, including options, restricted stock,
supplemental retirement and death 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’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 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
paid in a lump sum within 30 days of the date of the Executive’s termination of
employment hereunder (the “Termination Date”) or the date that the Executive
demonstrates that such termination 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 Termination Date                (“Current
Base Salary”) through the Termination Date to the extent not
               theretofore paid;  






	 	(b) 	The
bonus which would be earned by the Executive through the Termination Date
               computed under GEHL’s existing bonus plan, ignoring any requirement
that                the Executive be employed through the end of the fiscal year and not
reduced for                any deferrals which would otherwise be required under the
bonus plan;  






	 	(c) 	Any
compensation previously deferred, including that deferred under any bonus
               plan as then in effect, which deferrals shall become immediately vested
upon the                Change in Control, to the extent not previously paid;  






	 	(d) 	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 fiscal years which
precede the                year in which the Termination Date occurs, including any
amounts deferred; and.  






	 	(e) 	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 “GATT” 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.  






The Executive shall also receive, at
the expense of GEHL, outplacement services, on an individualized basis at a level of
service commensurate with the Executive’s most senior status with GEHL during the
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 20% of the
Executive’s Current Base Salary. In the alternative, the Executive, at his election,
may choose to receive that net amount, up to a maximum of $15,000, to be paid as a lump
sum within 30 days of the Termination Date as outlined above. 




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In addition, for twenty-four (24)
months after the Termination Date, 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 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. 



        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. 



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



	 	i) 	Securities
of GEHL representing 25% 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 twenty-five
(25%) 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 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 of
the directors then                still in office who were directors at the beginning of
the period.  






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        “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  






	 	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 14 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. 



        Section
2. Termination of Employment Other Than in the Context of a Change in
Control/Severance. If the Executive’s 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
date of termination. 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 for 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
termination of his employment under such plans and programs from which his continued
participation is barred. 




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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 the Company
or because of serious willful misconduct by the Executive in respect of his obligations as
an officer of the Company 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 Section 280G of the Internal Revenue Code
of 1986, as                amended (the “Code”), taking into account the total
“parachute                payments,” within the meaning of Section 280G of the
Code, 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 Section 4999 of the Code, 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 Section 280G of the Code, 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 Section 280G of the Code,
               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 Section 1274(d) of the                Code (or 120% of such rate if
the Accounting Firm determines that such rate is                necessary to avoid an
excise tax under Section 4999 of the Code) 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 termination
of employment with GEHL. 



        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 Section 4999 of the Code, 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
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. 




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        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 Termination Date) 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. 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
	

 	/s/ William D. Gehl
		  William D. Gehl
		  Chairman, President & CEO
	

 	/s/ Daniel L. Miller
		  Executive






















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