GEHL COMPANY
2004
EQUITY INCENTIVE PLAN  



RESTRICTED STOCK 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 restricted 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 secure or increase his or her stock ownership in the Company
in order 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 Restricted Stock. Subject to the terms and conditions of           the Plan
and this Agreement, the Company hereby awards the Participating Key           Employee
the number of shares of Common Stock set forth on the signature page of           this
Agreement (the “Restricted Stock”).  




        2.    Restrictions. Except
as otherwise provided herein, the Restricted           Stock may not be sold, transferred
or otherwise alienated or hypothecated until           the date set forth on the
signature page of this Agreement (the “Release           Date”).  




        3.    Escrow. Certificates
for shares of Restricted Stock shall be           issued as soon as practicable in the
name of the Participating Key Employee but           shall be held in escrow by the
Company, as escrow agent. Upon issuance of such           certificates, (i) the Company
shall give the Participating Key Employee a           receipt for the Restricted Stock
held in escrow which will state that the           Company holds such Restricted Stock in
escrow for the account of the           Participating Key Employee, subject to the terms
of this Agreement, and (ii) the           Participating Key Employee shall give the
Company a stock power for such           Restricted Stock duly endorsed in blank which
will be held in escrow for use in           the event such Restricted Stock is forfeited
in whole or in part. Unless           theretofore forfeited as provided in this
Agreement, Restricted Stock shall           cease to be held in escrow and certificate(s)
for the appropriate number of           shares of the Common Stock shall be delivered to
the Participating Key Employee,           or in the case of his or her death, to his or
her Beneficiary (as hereinafter           defined) on the Release Date or upon any other
termination of the restrictions           imposed by Paragraph 2 of this Agreement.  













        4.    Transfer
After Release Date; Securities Law Restrictions. Except           as otherwise
provided herein, Restricted Stock shall become free of the           restrictions of
Paragraph 2 and be freely transferable by the Participating Key           Employee on and
after the Release Date. Shares of Restricted Stock granted           hereunder on which
the restrictions set forth in Paragraph 2 have lapsed are           referred to herein as
“Released Securities.” Notwithstanding anything           to the contrary
herein, the Participating Key Employee agrees and acknowledges           with respect to
any shares of Restricted Stock that have become Released           Securities and which
have not been registered under the Securities Act of 1933,           as amended (the
“Act”), (i) he or she will not sell or otherwise           dispose of any of
such Released Securities except pursuant to an effective           registration statement
under the Act and any applicable state securities laws,           or in a transaction
which, in the opinion of counsel for the Company, is exempt           from such
registration, and (ii) a legend will be placed on the certificates for           the
Released Securities to such effect.  




        5.    Termination
of Employment Due to Death, Disability or           Retirement. If the
Participating Key Employee’s employment           with the Company and its
Affiliates is terminated prior to the Release Date           because of the Participating
Key Employee’s death, retirement after           reaching age 65 or disability, the
restrictions of Paragraph 2 applicable to the           Restricted Stock shall terminate
and such Restricted Stock shall be free of such           restrictions and, except as
otherwise provided in Paragraph 4 hereof, freely           transferable.  




        6.    Termination
of Employment for Any Other Reason. In the event that           the Participating
Key Employee is discharged or leaves the employ of the Company           or any of its
Affiliates for any reason (other than the death or disability of           the
Participating Key Employee or the retirement of the Participating Key           Employee
as contemplated by Paragraph 5 above) prior to the Release Date, all           Restricted
Stock shall be forfeited to the Company on the date on which such           termination
of employment occurs.  




        7.    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 with
the terms of this Agreement (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 receive           the Restricted Stock to be released to the
Beneficiary under Paragraphs 3 and 5           as a result of 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 a 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 receive
the           Restricted Stock to be released from the restrictions of Paragraph 2 upon
the           death of the Participating Key Employee. If the Committee is in doubt as to
the           right of any person to receive such Restricted Stock, the Company may
retain the           Restricted Stock, without liability for any interest thereon, until
the           Committee determines the person entitled thereto, or the Company may
deliver           such Restricted Stock to any court of appropriate jurisdiction and such
delivery           shall be a complete discharge of the liability of the Company
therefor.  




        8.    Certificate
Legend. In addition to any legends placed on           certificates for Released
Securities under Paragraph 4 above, each certificate           issued for shares of
Restricted Stock shall bear the following legend:  




	 	
“The
sale or other transfer of the shares of stock represented by this certificate, whether
voluntary or by operation of law, is subject to certain restrictions set forth in the Gehl
Company 2004 Equity Incentive Plan and a Restricted Stock Award Agreement between Gehl
Company and the registered owner hereof. A copy of such Plan and such Agreement may be
obtained from the Secretary of Gehl Company.” 






When the restrictions imposed by
Paragraph 2 hereof terminate, the foregoing legend shall be removed from the certificates
representing such Released Securities. 



        9.    Voting
Rights; Dividends and Other Distributions. 




        (a)              While
shares of Restricted Stock are subject to restrictions under Paragraph 2           and
prior to any forfeiture thereof, the Participating Key Employee may exercise
          full voting rights for the shares of Restricted Stock registered in his or her
          name and held in escrow hereunder.  




        (b)              While
shares of Restricted Stock are subject to the restrictions under Paragraph           2
and prior to any forfeiture thereof, the Participating Key Employee shall be
          entitled to receive all dividends and other distributions paid with respect to
          such shares of Restricted Stock. If any such dividends or distributions are
paid           in shares of Common Stock or other equity securities of the Company, such
equity           securities shall be subject to the same restrictions as the shares of
Restricted           Stock with respect to which they were paid.  




        (c)              Subject
to the provisions of this Agreement, the Participating Key Employee           shall have,
with respect to the Restricted Stock, all other rights of holders of           Common
Stock.  




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        10.    Tax
Withholding Obligations Settled with Common Stock. If the           Participating
Key Employee does not make an election under Section 83(b) of the           Internal
Revenue Code of 1986, as amended, with respect to the Restricted Stock           awarded
hereunder, the Participating Key Employee may satisfy the Company’s
          withholding tax requirements by electing to have the Company withhold that
          number of shares of Released Securities otherwise deliverable to the
          Participating Key Employee from escrow hereunder or to deliver to the Company a
          number of shares of Common Stock, in each case, having a Fair Market Value on
          the Tax Date (as such terms are below) equal to the minimum amount required to
          be withheld as a result of the termination of the restrictions on such
          Restricted Stock. The election must be made in writing in accordance with such
          rules and regulations and in such form as the Committee may determine. The
          election must be delivered to the Company prior to the Tax Date. If the number
          of shares so determined shall include a fractional share, the Participating Key
          Employee shall deliver cash in lieu of such fractional share. As used herein:
          (y) “Tax Date” means the date on which the Participating Key Employee
          must include in his or her gross income for federal income tax purposes the
fair           market value of the Released Securities; and (z) “Fair Market Value”          means
the per share closing price on the date in question on the principal           market in
which shares of stock which are equivalent to the Restricted Stock are           then
traded or, if no sales of such stock have taken place on such date, the           closing
price on the most recent date on which selling prices were quoted.  




        11.    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 shares of Restricted
Stock subject to this Agreement, or in the terms,           conditions or restrictions of
this Agreement as the Committee deems equitable to           the extent consistent with
the Plan.  




        12.    Powers
of Company Not Affected. The existence of the Restricted           Stock 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 Restricted Stock 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.  




        13.    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 Restricted Stock.  





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        14.    Change
of Control. Notwithstanding any other provision to the           contrary
contained in this Agreement, effective upon a Change of Control of the           Company
(as defined in the Plan), the restrictions imposed upon the Restricted           Stock by
Paragraph 2 of this Agreement shall immediately be deemed to have           lapsed and
the applicable Release Date shall be deemed to have occurred as of           the date of
the Change of Control of the Company with respect to such Restricted           Stock.  




        15.    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.  




        (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 Restricted Stock           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.  



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        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 Shares of Restricted Stock:                   
Date of Agreement:
                  
Grant Date:                   
Release Date: 







	 	
Beneficiary:
                  
Address of Beneficiary:                   
Beneficiary Tax
Identification No.: 


















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