EX-10.1






Exhibit 10.1



EMPLOYMENT AND SEVERANCE AGREEMENT




This Employment and Severance Agreement (the “Agreement”) is entered into this 1st day of
January, 2006, by and between AGCO CORPORATION, a Delaware corporation (the “Company”), and Robert
B. Crain (the “Executive”).



WITNESSETH:




In consideration of the mutual covenants and agreements hereinafter set forth, the Company and
the Executive do hereby agree as follows:



1. EMPLOYMENT.



(a) The Company hereby employs the Executive, and the Executive hereby agrees to serve the
Company, upon the terms and conditions set forth in this Agreement.



(b) The employment term shall commence on January 1, 2006, and shall continue in effect until
terminated in accordance with Section 5 or any other provision of the Agreement.



2. POSITION AND DUTIES.



The Executive shall serve as an Executive Officer of the Company and shall perform such duties
and responsibilities as may from time to time be prescribed by the Company’s board of directors
(the “Board”), provided that such duties and responsibilities are consistent with the Executive’s
position. The Executive shall perform and discharge faithfully, diligently and to the best of his
ability such duties and responsibilities and shall devote all of his working time and efforts to
the business and affairs of the Company and its affiliates.



3. COMPENSATION.



(a) BASE SALARY. The Company shall pay to the Executive an annual base salary (“Base Salary”)
of $250,000 (two hundred fifty thousand dollars) payable in equal semi-monthly installments
throughout the term of such employment subject to Section 5 hereof (except that the first and last
semi-monthly installments may be prorated, if necessary) and subject to applicable tax and payroll
deductions. The Company shall consider increases in the Executive’s Base Salary annually, and any
such increase in salary implemented by the Company shall become the Executive’s Base Salary for
purposes of this Agreement.



(b) INCENTIVE COMPENSATION. Provided Executive has duly performed his obligations pursuant to
this Agreement, the Executive shall be entitled to participate in the Management Incentive
Compensation Plan and the Long-Term Incentive Plan that is implemented by the Company.



(c) SUPPLEMENTAL EMPLOYEE RETIREMENT PROGRAM. During



the term of this Agreement, the Executive shall be entitled to participate in the AGCO Corporation
Supplemental Executive Retirement Plan (“SERP”).



(d) OTHER BENEFITS. During the term of this Agreement, the Executive shall be entitled to
participate in the employee benefit plans and arrangements which are available to senior executive
officers of the Company, including, without limitation, group health and life insurance, pension
and savings, and the Senior Management Employment Policy.



(e) FRINGE BENEFITS. The Company shall pay or reimburse the Executive for all reasonable and
necessary expenses incurred by him in connection with his duties hereunder, upon submission by the
Executive to the Company of such written evidence of such expenses as the Company may require.
Throughout the term of this Agreement, the Company will provide the Executive with the use of a
vehicle for purposes within the scope of his employment and shall pay all expenses for fuel,
maintenance and insurance in connection with such use of the automobile. The Company further
agrees that the Executive shall be entitled to four (4) weeks of vacation in any year of the term
of employment hereunder, subject to the terms of the Company’s vacation policy.



4. RESTRICTIVE COVENANTS



(a) ACKNOWLEDGMENTS. The Executive acknowledges that as an Executive Officer of the Company
(i) he frequently will be exposed to certain “Trade Secrets” and “Confidential Information” of the
Company (as those terms are defined in Subsection 4(b)), (ii) his responsibilities on behalf of the
Company will extend to all geographical areas where the Company is doing business, and (iii) any
competitive activity on his part during the term of his employment and for a reasonable period
thereafter would necessarily involve his use of the Company’s Trade Secrets and Confidential
Information and, therefore, would unfairly threaten the Company’s legitimate business interests,
including its substantial investment in the proprietary aspects of its business and the goodwill
associated with its customer base. Moreover, the Executive acknowledges that, in the event of the
termination of his employment with the Company, he would have sufficient skills to find
alternative, commensurate work in his field of expertise that would not involve a violation of any
of the provisions of this Section 4. Therefore, the Executive acknowledges and agrees that it is
reasonable for the Company to require him to abide by the covenants set forth in this Section 4.
The parties acknowledge and agree that if the nature of the Executive’s responsibilities for or on
behalf of the Company and the geographical areas in which the Executive must fulfill them
materially change, the parties will execute appropriate amendments to the scope of the covenants in
this Section 4.



(b) DEFINTIONS.




(i) “Business of Company” means designing, manufacturing, marketing, and
distributing agricultural equipment.




(ii) “Material Contact” as used in the non-solicitation provision below means
personal contact or the supervision of the efforts of those who have personal
contact with an existing or potential Customer or Vendor in an effort to further or
create a business relationship between the Company and such existing or potential
Customer or Vendor.




(iii) “Confidential Information” means information about the Company, its
Executives, and Customers which is not generally known outside of the Company, which
the Executive learns of in connection with the Executive’s employment with the
Company, and which would be useful to competitors of the Company or potentially
harmful to the Company’s reputation. Confidential Information includes, but is not
limited to: (1) business and employment policies, marketing methods and the targets
of those methods, finances, business plans, promotional materials and price lists;
(2) the terms upon which the Company hires employees and provides services to its
Customers; (3) the nature, origin, composition and development of the Company’s
products and services; and (4) the manner in which the Company provides products and
services to its Customers.




(iv) “Trade Secrets” means Confidential Information which meets the additional
requirements of the Georgia Trade Secrets Act.




(v) “Territory” means those countries and areas as more particularly set forth on
Exhibit A attached hereto.



(c) COVENANT OF CONFIDENTIALITY. During the term of this Agreement, the Executive agrees only
to use and disclose Confidential Information in connection with his duties hereunder and to
otherwise maintain the secrecy of the same. The Executive agrees that for a period of five years
following the cessation of his employment for any reason, he shall not directly or indirectly
divulge or make use of any Confidential Information or Trade Secrets of the Company without prior
written consent of the Company. The Executive further agrees that if he is questioned about
information subject to this Agreement by anyone not authorized to receive such information, he will
promptly notify the Chairman of the Board. This Agreement does not limit the remedies available
under common or statutory law, which may impose longer duties of non-disclosure. The Executive
will immediately notify the Chairman of the Board if he receives any subpoenas which could require
the disclosure of Confidential Information, so that the Company may take whatever actions it deems
necessary to protect its interests.



(d) COVENANT OF NON-COMPETITION. The Executive agrees that while employed by the Company and
for a period of twenty-four (24) months following the cessation of his employment for any reason,
he will not compete with the Business of Company by performing services of the same or similar type
as those he performed for the Company as an employee, contractor, consultant, officer, director or
agent for any person or entity engaged in the Business of Company. Likewise, the Executive will not
perform activities of the type which in the ordinary course of business would involve the
utilization of Confidential Information or Trade Secrets protected from disclosure by Section 4 (c)
of this Agreement. This paragraph restricts competition only within the Territory.



(e) COVENANT OF NON-SOLICITATION. The Executive agrees that while employed by the Company and
for a period of twenty-four (24) months following the cessation of his employment for any reason,
he will not directly or indirectly solicit or attempt to solicit any business in competition with
the Business of Company from any of the Customers with whom the Executive had Material Contact
within the last 18 months of his employment with the Company. The Executive further agrees that
for a period of twenty-four (24) months following the cessation of his employment, he will not
directly or indirectly solicit or attempt to solicit any Vendors of the Company with whom he had
Material Contact during the last 18 months of his employment with the Company to provide services
to any person or entity which competes with the Business of Company.



(f) COVENANT OF NON-RECRUITMENT. The Executive agrees that while employed by the Company and
for a period of twenty-four (24) months following the cessation of his employment for any reason,
he will not directly or indirectly solicit or attempt to solicit any other employee of the Company
for the purpose of encouraging, enticing, or causing said employee to voluntarily terminate
employment with the Company.



(g) COVENANT TO RETURN PROPERTY AND INFORMATION. The Executive agrees to return all of the
Company’s property within seven (7) days following the cessation of his employment for any reason.
Such property includes, but is not limited to, the original and any copy (regardless of the manner
in which it is recorded) of all information provided by the Company to the Executive, or which the
Executive has developed or collected in the scope of his employment with the Company, as well as
all Company-issued equipment, supplies, accessories, vehicles, keys, instruments, tools, devices,
computers, cell phones, pagers, materials, documents, plans, records, notebooks, drawings, or
papers.



(h) ASSIGNMENT OF WORK PRODUCT AND INVENTIONS. The Executive hereby assigns and grants to the
Company (and will upon request take any actions needed to formally assign and grant to the Company
and/or obtain patents, trademark registrations or copyrights belonging to the Company) the sole and
exclusive ownership of any and all inventions, information, reports, computer software or programs,
writings, technical information or work product collected or developed by the Executive, alone or
with others, during the term of the Executive’s employment. This duty applies whether or not the
forgoing inventions or information are made or prepared in the course of employment with the
Company, so long as such inventions or information relate to the Business of Company and have been
developed in whole or in part during the term of the Executive’s employment. The Executive agrees
to advise the Company in writing of each invention that Executive, alone or with others, makes or
conceives during the term of Executive’s employment. Inventions which the Executive developed
before the Executive came to work for the Company, if any, are as follows:
     .



(i) REMEDIES FOR VIOLATION OF RESTRICTIVE COVENANTS. The Executive acknowledges that the
Company would suffer irreparable harm if the Executive fails to comply with the foregoing, and that
the Company would be entitled to any appropriate relief, including money damages, injunctive and
other equitable relief and attorneys’ fees. The Executive agrees that the pendency of any claim
whatsoever against the Company shall not constitute a defense to the enforcement of this
Noncompetition Agreement by the Company.



(j) SEVERABILITY. In the event that any one or more of the provisions of these restrictive
covenants shall be held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Moreover, if any one or more of the provisions contained in these restrictive covenants shall be
held to be excessively broad as to duration, activity or subject, the parties authorize the Court
in which such action is pending to modify said covenants and enforce them to the extent that the
Court deems reasonable.



5. TERMINATION.



(a) DEATH. This Agreement shall terminate upon the death of the Executive, provided, however,
that for purposes of the payment of Base Salary to the Executive, the death of the Executive shall
be deemed to have occurred ninety (90) days from the last day of the month in which the death of
the Executive shall have occurred.



(b) DISABILITY. Executive’s employment and all obligations of the Company hereunder shall
terminate upon a finding that the Executive is disabled under the Company’s group long term
disability plan.



(c) CAUSE. The Company may terminate the Executive’s employment hereunder for Cause by giving
written Notice of Termination to the Executive. For the purposes of this Agreement, the Company
shall have “Cause” to terminate the Executive’s employment hereunder upon: (i) the conviction of
Executive of, or the entry of a plea of guilty, first offender probation before judgment, or nolo
contendere by Executive to, any felony; (ii) fraud, misappropriation or embezzlement by Executive;
(iii) Executive’s willful failure or gross negligence in the performance of his assigned duties for
the Company, which failure or negligence continues for more than or was not remedied within thirty
(30) calendar days following Executive’s receipt of written notice of such willful failure or gross
negligence; (iv) Executive’s failure to follow reasonable and lawful directives of the Board or his
breach of his fiduciary duty to the Company, which failure is not remedied within thirty (30)
calendar days following Executive’s receipt of written notice of such failure; (v) any act or
omission of Executive that has a demonstrated and material adverse impact on the Company’s business
or reputation for honesty and fair dealing, other than an act or failure to act by Executive in
good faith and without reason to believe that such act or failure to act would adversely impact on
the Company’s business or reputation for honesty and fair dealing; or (vi) the breach by Executive
of any material term of this Agreement, which breach continues for more than or was not remedied
within thirty (30) calendar days following Executive’s receipt of written notice of such breach.



(d) WITHOUT CAUSE; GOOD REASON.




	 	(i)	 	The Company may terminate the Executive’s
employment hereunder without Cause, by giving written Notice of
Termination (as defined in Section 5(e)) to the Executive.






	 	(ii)	 	The Executive may terminate his employment
hereunder, by giving written Notice of Termination to the Company. For
the purposes of this Agreement, the Executive shall have “Good Reason”
to terminate his employment hereunder upon (a) a substantial reduction
in the Executive’s aggregate Base Salary and annual incentive
compensation taken as a whole, excluding any reductions caused by the
performance of the Company or the Executive, including but not limited
to, the failure by the Executive to achieve performance targets
established from time to time by the Board and/or under the Long Term
Incentive Plan or from below budget performance by the Company, or (b)
the Company’s failure to make payments of Base Pay and incentive
compensation, but only upon notice of such failure given by the
Executive and the subsequent failure of the Company to cure the
non-payment within thirty (30) days of such notice.





(e) NOTICE OF TERMINATION. Any termination by the Company pursuant to the Subsections (b),
(c) or (d)(i) above or by the Executive pursuant to Subsection (d)(ii) above, shall be communicated
by written Notice of Termination from the party issuing such notice to the other party hereto. For
purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the
specific termination provision of this Agreement relied upon and shall set forth in reasonable
detail the facts and circumstances claimed to provide a basis for such termination. A date of
termination specified in the Notice of Termination shall not be dated earlier than ninety (90) days
from the date such Notice is delivered or mailed to the applicable party.



(f) OBLIGATION TO PAY. Except upon termination for Cause and voluntary termination by the
Executive without Good Reason, and further subject to Section 6 below, the Company shall pay the
compensation specified in this Subsection 5(f) to the Executive for the period specified in this
Subsection 5(f), continue life insurance benefits during the remainder of the applicable period,
including the Severance Period set forth in this Subsection 5(f), and pay Executive 18 months of
COBRA premiums to continue group health coverage. If the Executive’s employment shall be
terminated by reason of death, the estate of the Executive shall be paid all sums otherwise payable
to the Executive through the end of the third month after the month in which the death of the
Executive occurred, including all bonus or other incentive benefits accrued or accruable to the
Executive through the end of the month in which the death of the Executive occurred and the Company
shall have no further obligations to the Executive under this Agreement. If the Executive’s
employment is terminated by reason of disability as determined under the Company’s long term
disability plan, the Executive or the person charged with legal responsibility for the Executive’s
estate shall be paid all sums otherwise payable to the Executive, including the bonus and other
benefits accrued or accruable to the Executive, through the date of disability, and the Company
shall have no further obligations to the Executive under this Agreement. If the Executive’s
employment shall be terminated for Cause, the Company shall pay the Executive his Base Salary
through the date of termination specified in the Notice of Termination and the Company shall have
no further obligations to the Executive under this Agreement. . If the Executive’s employment
shall be terminated by the Company without Cause or by the Executive for Good Reason, the Company
shall (x) continue to pay the Executive the Base Salary (at the rate in effect on the date of such
termination) for a period of one (1) year beginning six months after the date of such termination
(such one (1) year period being referred to hereinafter as the “Severance Period”) at such
intervals as the same would have been paid had the Executive remained in the active service of the
Company, and (y) pay the Executive a pro rata portion of the bonus or other incentive benefits to
which the Executive would have been entitled for the year of termination had the Executive remained
employed for the entire year, which incentive compensation shall be payable at the time incentive
compensation is payable generally under the applicable incentive plans; provided, however, that
notwithstanding the foregoing, the Executive shall not be entitled to any severance payments upon
and after reaching age 65 . The Executive shall have no further right to receive any other
compensation, benefits or perquisites after the date of termination of employment except as
determined under the terms of the employee benefit plans or programs of the Company or under
applicable law.




	 	6.	 	CONDITIONS APPLICABLE TO SEVERANCE PERIOD; MITIGATION OF DAMAGES





(a) If during the Severance Period, the Executive breaches his obligations under Section 4
above, the Company may, upon written notice to the Executive, terminate the Severance Period and
cease to make any further payments or provide any benefits described in Subsection 5(f).



(b) Although the Executive shall not be required to mitigate the amount of any payment
provided for in Subsection 5(f) by seeking other employment, any such payments shall be reduced by
any amounts which the Executive receives or is entitled to receive from another employer with
respect to the Severance Period. The Executive shall promptly notify the Company in writing in the
event that other employment is obtained during the Severance Period.



7. NOTICES. For the purpose of this Agreement, notices and all other communications to either
party hereunder provided for in the Agreement shall be in writing and shall be deemed to have been
duly given when delivered in person or mailed by certified first-class mail, postage prepaid,
addressed:



in the case of the Company to:



AGCO Corporation



4205 River Green Parkway



Duluth, Georgia 30096



Attention: Stephen Lupton



in the case of the Executive to:



or to such other address as either party shall designate by giving written notice of such change to
the other party.




	 	8.	 	ARBITRATION. Any claim, controversy, or dispute arising between the parties





with respect to this Agreement, to the maximum extent allowed by applicable law, shall be submitted
to and resolved by binding arbitration. The arbitration shall be conducted pursuant to the terms
of the Federal Arbitration Act and (except as otherwise specified herein) the Commercial
Arbitration Rules of the American Arbitration Association in effect at the time the arbitration is
commenced. The venue for the arbitration shall be the Atlanta, Georgia offices of the American
Arbitration Association. Either party may notify the other party at any time of the existence of
an arbitrable controversy by delivery in person or by certified mail of a Notice of Arbitrable
Controversy. Upon receipt of such a Notice, the parties shall attempt in good faith to resolve
their differences within fifteen (15) days after the receipt of such Notice. Notice to the Company
and the Executive shall be sent to the addresses specified in Section 7 above. If the dispute
cannot be resolved within the fifteen (15) day period, either party may file a written Demand for
Arbitration with the American Arbitration Association’s Atlanta, Georgia Regional Office, and shall
send a copy of the Demand for Arbitration to the other party. The arbitration shall be conducted
before a panel of three (3) arbitrators. The arbitrators shall be selected as follows: (a) The
party filing the Demand for Arbitration shall simultaneously specify his or its arbitrator, giving
the name, address and telephone number of said arbitrator; (b) The party receiving such notice
shall notify the party demanding the arbitration of his or its arbitrator, giving the name, address
and telephone number of the arbitrator within five (5) days of the receipt of such Demand for
Arbitration; (c) A neutral person shall be selected through the American Arbitration Association’s
arbitrator selection procedures to serve as the third arbitrator. The arbitrator designated by any
party need not be neutral. In the event that any person fails or refuses timely to name his
arbitrator within the time specified in this Section 8, the American Arbitration Association shall
(immediately upon notice from the other party) appoint an arbitrator. The arbitrators thus
constituted shall promptly meet, select a chairperson, fix the time, date(s), and place of the
hearing, and notify the parties. To the extent practical, the arbitrators shall schedule the
hearing to commence within sixty (60) days after the arbitrators have been impaneled. A majority
of the panel shall render an award within ten (10) days of the completion of the hearing, which
award may include an award of interest, legal fees and costs of arbitration. The panel of
arbitrators shall promptly transmit an executed copy of the award to the respective parties. The
award of the arbitrators shall be final, binding and conclusive upon the parties hereto. Each
party shall have the right to have the award enforced by any court of competent jurisdiction.



Executive initials: RBC Company initials: SDL



9. NO WAIVER. No provision of this Agreement may be modified, waived or discharged unless
such waiver, modification or discharge is approved by the Board and agreed to in a writing signed
by the Executive and such officer as may be specifically authorized by the Board. No waiver by
either party hereto at any time of any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party shall be deemed a
waiver of any other provisions or conditions of this Agreement at the same or at any prior or
subsequent time.



10. SUCCESSORS AND ASSIGNS. The rights and obligations of the Company under this Agreement
shall inure to the benefit of and be binding upon the successors and assigns of the Company and the
Executive’s rights under this Agreement shall inure to the benefit of and be binding upon his heirs
and executors. Neither this Agreement or any rights or obligations of the Executive herein shall
be transferable or assignable by the Executive.



11. VALIDITY. The invalidity or unenforceability of any provision or provisions of this
Agreement shall not affect the validity or enforceability of any other provisions of this
Agreement, which shall remain in full force and effect. The parties intend for each of the
covenants contained in Section 4 to be severable from one another.



12. SURVIVAL. The provisions of Section 4 hereof shall survive the termination of Executive’s
employment and shall be binding upon the Executive’s personal or legal representative, executors,
administrators, successors, heirs, distributees, devisees and legatees and the provisions of
Section 5 hereof relating to payments and termination of the Executive’s employment hereunder shall
survive such termination and shall be binding upon the Company.



13. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original but all of which together will constitute one and the same
instrument.



14. ENTIRE AGREEMENT. This Agreement constitutes the full agreement and understanding of the
parties hereto with respect to the subject matter hereof and all prior or contemporaneous
agreements or understandings are merged herein. The parties to this Agreement each acknowledge
that both of them and their respective agents and advisors were active in the negotiation and
drafting of the terms of this Agreement.



15. GOVERNING LAW. The validity, construction and enforcement of this Agreement, and the
determination of the rights and duties of the parties hereto, shall be governed by the laws of the
State of Georgia.



IN WITNESS WHEREOF, the parties hereto have executed this Agreement.




AGCO CORPORATION




By: /s/ Stephen D. Lupton 

Name: Stephen D. Lupton

Title: Senior Vice President  — Corporate

Development and General Counsel





EXECUTIVE




By: /s/ Robert B. Crain




Name: Robert B. Crain




Date: 1/6/06