executivenonqualifiedpen






Exhibit 10.1                    AGCO CORPORATION     AMENDED AND RESTATED  EXECUTIVE NONQUALIFIED PENSION PLAN                          (As amended through March 11, 2021)                            





 






TABLE OF CONTENTS    Page     -i-     ARTICLE I DEFINITIONS ................................................................................................. 1  1.1 Accrual Factor ........................................................................................................ 1  1.2 Accrued Benefit ..................................................................................................... 2  1.3 Actuarial Equivalent .............................................................................................. 2  1.4 Administrative Committee ..................................................................................... 2  1.5 Affiliate .................................................................................................................. 2  1.6 Annuity Commencement Date ............................................................................... 2  1.7 Base Salary............................................................................................................. 2  1.8 Benefit Commencement Date ................................................................................ 3  1.9 Board ...................................................................................................................... 3  1.10 Change in Control .................................................................................................. 3  1.11 Code ....................................................................................................................... 3  1.12 Company ................................................................................................................ 4  1.13 Death Benefit ......................................................................................................... 4  1.14 Designated Beneficiary .......................................................................................... 4  1.15 Effective Date ........................................................................................................ 4  1.16 Eligible Employee .................................................................................................. 4  1.17 Employment Commencement Date ....................................................................... 4  1.18 ERISA .................................................................................................................... 4  1.19 Final Earnings ........................................................................................................ 4  1.20 Interest.................................................................................................................... 4  1.21 Normal Retirement Age ......................................................................................... 4  1.22 Participant .............................................................................................................. 4  1.23 Plan ........................................................................................................................ 5  1.24 Plan Year ................................................................................................................ 5  1.25 Retirement Annuity ................................................................................................ 5  1.26 Savings Plan Benefit .............................................................................................. 5  1.27 Separation from Service ......................................................................................... 5  1.28 Social Security Benefit .......................................................................................... 6  1.29 Trust or Trust Agreement....................................................................................... 6  1.30 Trustee.................................................................................................................... 6  1.31 Trust Fund .............................................................................................................. 6  1.32 Years of Credited Service ...................................................................................... 6  1.33 AGCO Finance LLC .............................................................................................. 6  ARTICLE II ELIGIBILITY .................................................................................................. 7  2.1 Selection of Participants ........................................................................................ 7  2.2 Removal from Active Participation ....................................................................... 7    





 






TABLE OF CONTENTS  (continued)  Page     -ii-     ARTICLE III BENEFITS ....................................................................................................... 7  3.1 Benefit Amount ...................................................................................................... 7  3.2 Payment of Accrued Benefit .................................................................................. 8  3.3 Change in Control .................................................................................................. 8  3.4 Death Benefit ......................................................................................................... 9  3.5 Retirement Annuity ................................................................................................ 9  3.6 Special Rule ........................................................................................................... 9    ARTICLE IV CLAIMS ........................................................................................................ 10  4.1 Claims Procedure ................................................................................................. 10  4.2 Claims Review Procedure .................................................................................... 10  ARTICLE V SOURCE OF FUNDS TRUST ...................................................................... 11  5.1 Source of Funds ................................................................................................... 11  5.2 Trust ..................................................................................................................... 12  ARTICLE VI ADMINISTRATIVE COMMITTEE............................................................. 12  6.1 Action ................................................................................................................... 12  6.2 Rights and Duties ................................................................................................. 13  6.3 Compensation, Indemnity and Liability .............................................................. 13  6.4 Taxes .................................................................................................................... 14  ARTICLE VII AMENDMENT AND TERMINATION ....................................................... 14  7.1 Amendments ........................................................................................................ 14  7.2 Termination of Plan ............................................................................................. 14  ARTICLE VIII MISCELLANEOUS ...................................................................................... 14  8.1 Taxation ............................................................................................................... 14  8.2 No Employment Contract .................................................................................... 15  8.3 Headings .............................................................................................................. 15  8.4 Gender and Number ............................................................................................. 15  8.5 Assignment of Benefits ........................................................................................ 15  8.6 Legally Incompetent ............................................................................................ 15  8.7 Governing Law .................................................................................................... 15  8.8 Omnibus 409A Provision ..................................................................................... 15      SCHEDULE A - PARTICIPANTS 





 






      AGCO CORPORATION  AMENDED AND RESTATED   EXECUTIVE NONQUALIFIED PENSION PLAN    Effective as of March 11 , 2021, AGCO Corporation, a corporation duly organized and  existing under the laws of the State of Delaware (the “Company”), hereby amends and restates  the AGCO Corporation Amended and Restated Executive Nonqualified Pension Plan (the  “Plan”) as set forth below, provided that a Participant whose Accrued Benefit was in pay status  prior to March 11 , 2021, shall continue to be paid in accordance with the form and extent of  payment as determined under the terms of the Plan at the time payments began.  BACKGROUND AND PURPOSE  A. General Purpose.  The primary purpose of the Plan is to provide additional  retirement income to a select group of management personnel of the Company and its affiliates  that adopt the Plan as participating companies.  B. Type of Plan.  The Plan is intended to constitute a non-qualified deferred  compensation plan that complies with the provisions of Code Section 409A and an unfunded,  nonqualified deferred compensation plan that benefits certain designated employees who are  within a select group of management or highly compensated employees within the meaning of  Sections 201(2), 301(a)(3) and 401(a)(2) of ERISA.  STATEMENT OF AGREEMENT  To establish the Plan with the purposes and goals as hereinabove described, the Company  hereby sets forth the terms and provisions as follows:  ARTICLE I  DEFINITIONS  For purposes of the Plan, the following terms, when used with an initial capital letter,  shall have the meaning set forth below unless a different meaning plainly is required by the  context.  1.1 Accrual Factor shall mean, with respect to a Participant, the annual factor used  to determine the Participant’s Accrued Benefit, which is equal to:  (i) three percent (3%) for each Participant who is employed as a Senior Vice  President or greater position with the Company in such year, and  (ii) two and twenty-five one-hundredths of a percent (2.25%) for each  Participant who is employed as a Vice President or equivalent position with the Company  in such year.   





 






   -2-   1.2 Accrued Benefit shall mean, with respect to a Participant and as of any date it is  determined, an annual amount, payable in twelve (12) equal monthly payments for fifteen (15)  years certain, which is equal to (i) the Participant’s Final Earnings, multiplied by (ii) the  Participant’s Years of Credited Service through December 31, 2024, multiplied by (iii) the  Participant’s Accrual Factor, and reduced by (iv) the Participant’s Social Security Benefit and  Savings Plan Benefit; provided, however, that the maximum Accrued Benefit attainable  hereunder shall not be greater than:   (i) In the case of a Participant who is employed as a Senior Vice President or  greater position with the Company or any Affiliate immediately prior to his termination of  employment with the Company or any Affiliate, sixty percent (60%) of the Participant’s Final  Earnings, subject to reduction by the Participant’s Social Security Benefit and Savings Plan  Benefit, and    (ii) In the case of a Participant who is employed as a Vice President of the  Company or any Affiliate or equivalent position immediately prior to his termination of  employment with the Company or any Affiliate, forty-five percent (45%) of the Participant’s  Final Earnings, subject to reduction by the Participant’s Social Security Benefit and Savings Plan  Benefit.  1.3 Actuarial Equivalent shall mean an amount of equivalent value calculated by the  Administrative Committee in a manner consistent with Code Section 417(e)(3).  Notwithstanding  the foregoing, equivalent value for purposes of section 3.5 shall be determined in all cases  consistent with the requirements of Code Section 409A.    1.4 Administrative Committee shall mean the Compensation Committee of the  Board or such other committee as may be appointed by the Board, which shall act on behalf of  the Company to administer the Plan. From time to time, the Board may appoint other members  of such committee in addition to, or in lieu of, the individuals holding said titles.  1.5 Affiliate shall mean any corporation or other entity that is required to be  aggregated with the Company under Code Sections 414(b) or (c) except that, in determining if a  Participant has had a Separation from Service, the language “at least 50%” shall be substituted  for “at least 80%” each place it appears in Code Sections 414(b) or (c).  1.6 Annuity Commencement Date shall mean the fifteenth (15th) anniversary of the  Benefit Commencement Date.  1.7 Base Salary shall mean, with respect to a Participant for a calendar year, the  Participant’s regular base salary amount paid to him during such calendar year, plus any amounts  of base salary that the Participant may have elected to defer under the terms of any Code Section  401(k), 125, 132(f)(4) or similar plan or any nonqualified deferred compensation plan  maintained by the Company or an Affiliate, but excluding bonuses, incentive compensation,  





 






   -3-   equity-based compensation, expense reimbursements, the value of any fringe benefits and other  such amounts.  1.8 Benefit Commencement Date shall mean, with respect to a Participant’s  Accrued Benefit, the first day of the month coinciding with or immediately following the earliest  of (a) the Participant’s death while employed by the Company or any of its Affiliates and (b) the  later of the Participant’s Separation from Service or attainment of Normal Retirement Age.  1.9 Board shall mean the Board of Directors of the Company.  1.10 Change in Control shall mean any one of the following (determined in  accordance with Code Section 409A):  (a) The date that any one person, or more than one person acting as a group,  acquires ownership of stock of the Company that, together with stock held by such person or  group, constitutes more than fifty percent (50%) of the total fair market value or total voting  power of the stock of the Company (not including where any one person, or more than one  person acting as a group, who is considered to own more than fifty percent (50%) of the total fair  market value or total voting power of the stock of the Company, acquires additional stock).  (b) The date that any one person, or more than one person acting as a group,  acquires (or has acquired during the twelve (12)-month period ending on the date of the most  recent acquisition by such person or persons) ownership of stock of the Company possessing  thirty percent (30%) or more of the total voting power of the stock of the Company, or a majority  of the members of the Board is replaced during any twelve (12)-month period by directors whose  appointment or election is not endorsed by a majority of the members of the Board prior to the  date of the appointment or election of such new directors.  (c) The date that any one person, or more than one person acting as a group,  acquires (or has acquired during the twelve (12)-month period ending on the date of the most  recent acquisition by such person or persons) assets from the Company that have a total fair  market value equal to or more than forty-percent (40%) of the total fair market value of all of the  assets of the Company immediately prior to such acquisition or acquisitions unless the assets are  transferred to (i) a stockholder of the Company (immediately before the asset transfer) in  exchange for or with respect to its stock, (ii) an entity, fifty percent (50%) or more of the total  value or voting power of which is owned, directly or indirectly by the Company, (iii) a person, or  more than one person acting as a group, that owns, directly or indirectly, fifty percent (50%) or  more of the total value or voting power of all of the outstanding stock of the Company, or (iv) an  entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly  or indirectly, by a person, or more than one person acting as a group, that owns directly or  indirectly, fifty percent (50%) or more of the total value or voting power of all of the outstanding  stock of the Company.   1.11 Code shall mean the Internal Revenue Code of 1986, as amended.  





 






   -4-   1.12 Company shall mean AGCO Corporation, a Delaware corporation, with its  principal place of business in Duluth, Georgia.  1.13 Death Benefit shall mean the amount payable to a deceased Participant’s  Designated Beneficiary, as determined pursuant to the terms of Section 3.4.  1.14 Designated Beneficiary shall mean the person or persons identified by the  Participant as eligible to receive benefits under the Plan in the event of Participant’s death on a  form acceptable to the Administrative Committee.  In the event no such written designation is  made by a Participant or if such beneficiary shall not be living or in existence at the time for  commencement of payment under the Plan, the Participant shall be deemed to have designated  his estate as such beneficiary.      1.15 Effective Date shall mean March 11, 2021, the date as of which this amended and  restated Plan shall be effective.  1.16 Eligible Employee shall mean any individual who, as determined by the Board in  its sole discretion, is a member of a select group of highly compensated or management  employees of the Company or an Affiliate.  1.17 Employment Commencement Date shall mean, with respect to a Participant, the  most recent date on which such Participant first performs services for the Company or an  Affiliate.  1.18 ERISA shall mean the Employee Retirement Income Security Act of 1974, as  amended.  1.19 Final Earnings shall mean, for a Participant, the average of the sum of his Base  Salary plus annual incentive payments under the Management Compensation Plan actually  received during the applicable full calendar year for the three full calendar years during which  such sum was the highest from among the ten full calendar years ending most recently on or  before the earliest of (a) the date of the Participant’s Separation from Service with the Company  and all Affiliates, (b) the date of Participant’s death while employed with the Company or an  Affiliate, (c) the date he is removed from active participation in the Plan pursuant to Section 2.2  hereof, and (d) December 31, 2024, as applicable.  1.20 Interest shall mean the prime rate of interest published in The Wall Street Journal  as of the last business day of the month compounded monthly.  1.21 Normal Retirement Age shall mean age sixty-five (65).  1.22 Participant shall mean any individual who has been admitted to participation in  the Plan pursuant to the provisions of Article II.  





 






   -5-   1.23 Plan shall mean the AGCO Corporation Amended and Restated Executive  Nonqualified Pension Plan, as contained herein and all amendments hereto.  1.24 Plan Year shall mean the twelve (12)-consecutive-month period ending on  December 31 of each year.  1.25 Retirement Annuity shall mean the payments provided for in Section 3.5.  1.26 Savings Plan Benefit shall mean the annual amount determined by calculating  the Actuarial Equivalent of a Participant’s accrued benefit attributable to employer matching  contributions subsequent to April 1, 2000 (the original effective date of the Plan) under the  AGCO Corporation 401(k) Savings Plan, calculated as if (i) the Participant had made the  maximum elective deferrals permitted under the AGCO Corporation 401(k) Savings Plan  (determined without regard to any required refund of elective deferrals required under Code  Section 401(k)(3)) during each year in which the Participant was eligible to participate, (ii) such  notional amount shall be deemed to have increased at the rate of six percent (6%) per annum,  compounded at the end of each calendar year, from the date of deemed contribution through  Normal Retirement Age, and (iii) such benefit was payable in the form of a single life annuity for  the Participant’s lifetime. The Participant’s Savings Plan Benefit shall also include the Actuarial  Equivalent of (a) all amounts attributable to employer contributions and earnings thereon  credited to the Participant’s account under any nonqualified deferred compensation plan  maintained by the Company or an Affiliate, other than this Plan, and (b) any benefits attributable  to contributions made by the Company or any Affiliate under any retirement plan established  under the laws of any foreign country (excluding any foreign retirement plan described in  Section 1.26).  In the event that the Separation from Service occurred prior to reaching  Participant's Normal Retirement Age, the Participant's accrued benefit under (a) and (b) shall be  deemed to have increased at the rate of six percent (6%) per annum, compounded as of the end  of each calendar year, from the date of Separation of Service through the Normal Retirement  Age.  1.27 Separation from Service shall mean the date as of which a Participant dies,  retires, or otherwise terminates employment with the Company and its Affiliates. A Separation  from Service occurs where the facts and circumstances indicate that the Company or Affiliate  and the Participant reasonably anticipate that no further services will be performed after a certain  date or that the level of bona fide services the Participant would perform after such date (whether  as an employee or as an independent contractor) would permanently decrease to less than fifty  percent (50%) of the average level of bona fide services performed (whether as an employee or  an independent contractor) over the immediately preceding thirty-six (36)-month period (or the  full period of service to the Company and its Affiliates if the Participant has been providing  services to the Company or its Affiliates less than thirty-six (36) months). Whether a Separation  from Service has occurred will be determined based on the facts and circumstances and in  accordance with the guidance under Code Section 409A.  The Participant will not be deemed to  have incurred a Separation from Service while the Participant is on military leave, sick leave, or  other bona fide leave of absence if the period of such leave does not exceed six months, or if  longer, so long as the Participant retains a right to reemployment with the Company and its  





 






   -6-   Affiliates under an applicable statute or by contract.  For purposes hereof, a leave of absence  constitutes a bona fide leave of absence only if there is a reasonable expectation that the  Participant will return to perform services for the Company or an Affiliate.  If the period of leave  exceeds six months and the Participant does not retain a right to reemployment under an  applicable statute or by contract, a Separation from Service is deemed to occur on the first date  immediately following such six-month period.  1.28 Social Security Benefit shall mean, for a Participant, the maximum annual  primary U.S. Social Security retirement benefit amount that, under the law as in effect as of the  Participant’s Benefit Commencement Date, could be payable to him (regardless of his actual  U.S. Social Security compensation amounts) at such date.    1.29 Trust or Trust Agreement shall mean the separate agreement or agreements  between the Company and the Trustee governing the creation of the Trust Fund, and all  amendments thereto.  1.30 Trustee shall mean the party or parties so designated from time to time pursuant  to the terms of the Trust Agreement.  1.31 Trust Fund shall mean the total amount of cash and other property held by the  Trustee (or any nominee thereof) at any time under the Trust Agreement.  1.32 Years of Credited Service shall mean, with respect to a Participant, the number  of twelve (12)-month periods during which such Participant is continuously employed by the  Company or an Affiliate, commencing on the later of (A) June 20, 1990 or (B) the Participant’s  Employment Commencement Date, and ending on the earlier of the Participant’s Separation  from Service and December 31, 2024. Years of Credited Service shall be counted in whole and  partial years with any partial year being equal to a fraction, the numerator of which is the number  of full months of employment completed in the partial year, and the denominator of which is  twelve (12).  1.33 AGCO Finance LLC shall mean the Delaware limited liability company of this  name, in which the Company has a 49% ownership interest (the “Ownership Interest”).  





 






   -7-   ARTICLE II  ELIGIBILITY  2.1 Selection of Participants.   The Participants shall be the individuals listed on Schedule A.  There shall be no  additional Participants.  2.2 Removal from Active Participation.  The Board may at any time remove a Participant from active participation in the Plan,  such that he shall not be credited with additional Years of Credited Service and his Accrued  Benefit shall not continue to increase.  ARTICLE III  BENEFITS  3.1 Benefit Amount.  (a) Vesting.  A Participant will be fully vested in his or her Accrued Benefit  when the Participant has attained age fifty (50) with at least ten (10) Years of Credited Service,  five (5) years of which the Participant has been an active Participant in the Plan.  Except as  provided in Section 3.3 or Section 3.5 below, upon a Participant’s Separation from Service for  any reason before Participant has attained age fifty (50) with at least ten (10) Years of Credited  Service, five (5) years of which the Participant has been a Participant in the Plan, neither the  Participant nor his Designated Beneficiary shall be entitled to any benefit or payment under the  Plan.    (b) Normal Retirement Benefit.  If a Participant experiences a Separation  from Service before the Participant’s death and is otherwise vested in his Accrued Benefit as set  forth in Section 3.1(a), the Participant shall be entitled to receive his Accrued Benefit.  Such  benefit shall be paid in accordance with Section 3.2 below.  (c) Death Benefit.  If a Participant dies while employed by the Company or  any Affiliate and is otherwise vested in his Accrued Benefit as set forth in Section 3.1(a), the  Participant’s Designated Beneficiary, as applicable, shall be entitled to receive his Accrued  Benefit in an amount equal to the Actuarial Equivalent of his Accrued Benefit determined as of  the date of his death, adjusted to reflect commencement of the Accrued Benefit prior to his  Normal Retirement Age, if applicable.  Such benefit shall be paid in accordance with Section  3.2.  (d) Reemployment.  If a Participant who separates from service and  commences receipt of his Accrued Benefit is subsequently reemployed by the Company, such  Participant shall receive no additional credit for service under the Plan and the Participant’s  Accrued Benefit shall continue to be paid pursuant to the terms of the Plan.  





 






   -8-   3.2 Payment of Accrued Benefit.  (a) Commencement and Timing.  Except as otherwise provided in Section  3.3 below, a Participant’s Accrued Benefit determined under Section 3.1(b) shall commence as  of the later of (i) the beginning of the seventh (7th) month following the Participant’s Separation  from Service or (ii) the Benefit Commencement Date.  Notwithstanding anything in the Plan to  the contrary, during the period between the Participant’s Benefit Commencement Date and the  date on which payments begin under this Section 3.2, the payments to which the Participant  would have been entitled during such period if payments had begun on the Benefit  Commencement Date shall be accumulated and paid to the Participant with Interest in a lump  sum as of the beginning of the seventh (7th) month after the Participant’s Separation from  Service.  Remaining monthly payments, if any, due under the terms of the Plan shall be paid in  the normal course after the beginning of the seventh (7th) month after the Participant’s Separation  from Service.  A Participant’s Accrued Benefit determined under Section 3.1(b) shall commence  as set forth above notwithstanding the Participant’s death following the Participant’s Separation  from Service.  A Participant’s Accrued Benefit determined under Section 3.1(c) shall commence  on the Participant’s Benefit Commencement Date if such Benefit Commencement Date occurs  by reason of the Participant’s death while employed by the Company or an Affiliate.  (b) Form of Payment of Accrued Benefit.   Except as otherwise provided herein or in Section 3.3 below, a Participant’s Accrued  Benefit determined under Section 3.1(b) or (c) shall be an annual amount, payable in twelve (12)  equal monthly payments, for fifteen (15) years certain.    3.3  Change in Control.   In the event of a Change in Control of the Company, every Participant shall become fully  vested in the total amount of his Accrued Benefit and Retirement Annuity determined as of the  date the Change in Control occurs so long as the Participant is employed by the Company or any  Affiliate at the time of the Change in Control. If within twenty-four (24) months after a Change  in Control a Participant has a Separation from Service or dies while employed by the Company  or any Affiliate, he shall be entitled to a lump-sum payment on the first day of the seventh (7th)  month following the date the Participant has a Separation from Service or, in case of death, on  the Benefit Commencement Date, equal to (i) the Actuarial Equivalent of the sum of  Participant’s Accrued Benefit and Participant’s Retirement Annuity, determined as of the date of  his Separation from Service or death, adjusted to reflect the lump sum form of payment and  commencement of the Participant’s benefit prior to his Normal Retirement Age and Annuity  Commencement Date, if applicable, plus (ii) Interest on such amount accrued from the date of  the Benefit Commencement Date until the date payment is to be made, if later than the Benefit  Commencement Date. If the Participant has a Separation from Service or dies while employed  by the Company or any Affiliate more than twenty-four (24) months after the Change in Control,  the Participant shall be entitled to receive his Accrued Benefit in accordance with Section 3.2  above and his Retirement Annuity in accordance with Section 3.5 below.  Notwithstanding  anything in the Plan to the contrary, if a Participant is receiving his Accrued Benefit or his  Retirement Annuity as of the date a Change in Control occurs, the remaining portion of his  





 






   -9-   Accrued Benefit and Retirement Annuity shall be distributed immediately in a lump sum  payment adjusted to reflect the conversion of the stream of payments to the Actuarial Equivalent  of a lump sum form of payment.  3.4 Death Benefit.  In the event a Participant is entitled to an Accrued Benefit under this Plan and dies before  he has received the entirety of his Accrued Benefit under Section 3.2 or 3.3, then the  undistributed payments of the Participant’s Accrued Benefit as of the date of the Participant’s  death shall be paid to the Participant’s Designated Beneficiary in the form the Participant would  have received.    3.5 Retirement Annuity.   Provided that (i) the Participant does not die or have a Separation from Service prior to  his Normal Retirement Age, (ii) at or prior to his Separation from Service or death while  employed by the Company or any Affiliate, Participant has fully vested in his Accrued Benefit  pursuant to Section 3.1(a), and (iii) Participant has a Separation from Service on or prior to  December 31, 2022, commencing on his Annuity Commencement Date, the Company shall pay  (x) the Participant a single life annuity, or the Participant and his spouse in the form of a 50%,  75% or 100% joint and survivor annuity, as the Participant may elect prior to the Benefit  Commencement Date, or (y) in the event of Participant’s death while employed by the Company  or any Affiliate, in the event Participant has elected a form of joint and survivor annuity, the  Participant’s spouse the survivor portion of the annuity elected by the Participant.  The  Participant’s single life annuity shall consist of monthly payments equal in amount to the  monthly amount that the Participant was or is entitled to receive pursuant to Section 3.2, such  payments continuing until, and including, the month containing Participant’s date of death.  Any  form of joint and survivor annuity shall be the Actuarial Equivalent of the Participant’s single  life annuity.  By written notice to the Company prior to the Benefit Commencement Date, in lieu  of receiving the single life annuity provided for in the preceding sentence, Participant  alternatively may elect to receive a 50%, 75% or 100% joint and survivor annuity based upon the  lives of the Participant and the Participant’s spouse (at the Annuity Commencement Date) that is  the Actuarial Equivalent of the Participant’s single life annuity.  In the event that Participant  provides more than one notice pursuant to this section, the notice last submitted prior to the  Benefit Commencement Date shall control.  For the avoidance of doubt, this retirement annuity  shall apply only to Participants who have a Separation From service subsequent to October 2,  2015.   3.6 Special Rule.    With respect to any Eligible Employee who becomes an employee of AGCO Finance  LLC, conditional upon the Company maintaining the Ownership Interest until the Eligible  Employee reaches Normal Retirement Age, (a) to the extent such Eligible Employee becomes  North America Chief Executive Officer or Global Chief Executive Officer or equivalent (as  





 






   -10-   determined by the Administrative Committee) of AGCO Finance LLC, Section 3.5(i) shall be  satisfied provided that the Eligible Employee does not have the equivalent of a Separation of  Service from AGCO Finance LLC prior to Normal Retirement Age, and (b) in addition, to the  extent such Eligible Employee becomes Global Chief Executive Officer or equivalent (as  determined by the Administrative Committee) of AGCO Finance LLC, the “monthly amount”  referenced in the second sentence of Section 3.5 instead shall be equal to the monthly amount  that the Eligible Employee would have received under Section 3.2 had (i) the 3% Accrual Factor  contained in Section 1.1(i) applied to all of the years the Eligible Employee was employed by the  Company, (ii) the 60% factor contained in Section 1.2(i) applied, immediately prior to the  Eligible Employee’s Separation of Service from the Company, to the Eligible Employee’s Final  Earnings.    ARTICLE IV  CLAIMS  4.1 Claims Procedure.  Claims for benefits under the Plan may be filed with the  Administrative Committee.  Written or electronic notice of the disposition of a claim shall be  furnished to the claimant within ninety (90) days after the claim is filed.  If additional time (up to  ninety (90) days) is required by the Administrative Committee to process the claim, written  notice shall be provided to the claimant within the initial ninety (90)-day period.  In such event,  written notice of the extension shall be furnished to the claimant within the initial thirty (30)-day  extension period.  Any extension notice shall indicate the special circumstances requiring an  extension of time and the date by which the Administrative Committee expects to render a  determination.    In the event the claim is denied in whole or in part, the notice shall set forth in language  calculated to be understood by the claimant:  (i) the specific reason or reasons for the denial,   (ii) specific reference to pertinent Plan provisions on which the denial is  based,   (iii) a description of any additional material or information necessary for the  claimant to perfect the claim and an explanation of why such material or  information is necessary, and  (iv) a description of the Plan’s review procedures and the time limits  applicable to such procedures, including a statement of the claimant’s  right, if any, to bring a civil action under section 502(a) of the ERISA,  following an adverse benefit determination on review.  4.2 Claims Review Procedure.  Any Participant or beneficiary or beneficiaries who  has been denied a benefit by a decision of the Administrative Committee pursuant to Section 4.1  shall be entitled to request the Administrative Committee, to give further consideration to his or  





 






   -11-   her claim by filing a written application for review with the Administrative Committee no later  than sixty (60) days after receipt of the written notification provided for in Section 4.1.  The  claimant may submit written comments, documents, records, and other information relating to  the claim for benefits which will all be taken into account during the review of the claim,  whether or not such information was submitted or considered in the initial benefit determination.   The claimant shall be provided, upon request and free of charge, reasonable access to, and copies  of, all documents, records and other information relevant to the claimant’s claim for benefits.  Upon receiving such written application for review, the Administrative Committee may  schedule a hearing for purposes of reviewing the claimant’s claim, which hearing shall take place  not more than thirty (30) days from the date on which the Administrative Committee received  such written application for review.  All claimants requesting a review of the decision denying  their claim for benefits may employ counsel for purposes of the hearing.  Written or electronic notice of the disposition of a claim shall be furnished to the  claimant within sixty (60) days after the application for review is filed.  If additional time (up to  sixty (60) days) is required by the Administrative Committee to process the claim, written notice  shall be provided to the claimant within the initial sixty (60)-day period.  The extension notice  shall indicate the special circumstances requiring an extension of time and the date by which the  Administrative Committee expects to render a determination.    In the case of an adverse determination, the decision on review shall include specific  reasons for the decision, in a manner calculated to be understood by the claimant, and specific  references to the pertinent Plan provisions on which the decision is based.  The decision on  review shall also include:   (i) a statement that the claimant is entitled to receive, upon request and free of  charge, reasonable access to, and copies of, all documents, records and  other information relevant to the claimant’s claim for benefits, and  (ii) a statement describing any voluntary appeal procedures offered by the  Plan, and a statement of the claimant’s right, if any, to bring an action  under Section 502(a) of ERISA.   Any suit or other cause of action relating to a claim for benefits under the Plan must be  brought within ninety (90) days of the adverse determination on review or such suit or cause of  action shall be forever barred.  ARTICLE V  SOURCE OF FUNDS TRUST  5.1 Source of Funds.  Except as provided in this Section and Section 5.2, the Company shall provide the  benefits described in the Plan from the general assets of the Company. In any event, the  Company ultimately shall have the obligation to pay all benefits due to Participants and  





 






   -12-   Designated Beneficiaries under the Plan. The Company’s obligation to pay benefits under the  Plan constitutes a mere promise of the Company to pay such benefits, and a Participant or  Designated Beneficiary shall be and remain no more than an unsecured, general creditor of the  Company. As described in this Article, the Company may establish a Trust and pay over funds  from time to time to such Trust. To the extent that funds in such Trust allocable to the benefits  payable under the Plan are sufficient, the Trust assets shall be used to pay benefits under the  Plan. If such Trust assets are not sufficient to pay all benefits due under the Plan, then the  Company shall have the obligation, and the Participant or Designated Beneficiary, who is due  such benefits, shall look to the Company to provide such benefits. The Administrative  Committee shall allocate the total liability to pay benefits under the Plan among the Participating  Companies in such manner and amount as the Administrative Committee in its sole discretion  deems appropriate to reflect the benefits accrued by each Participating Company’s employees.  5.2 Trust.  The Company may transfer all or any portion of the funds necessary to fund benefits  accrued hereunder to the Trustee to be held and administered by the Trustee pursuant to the  terms of the Trust Agreement, except during any “restricted period” as defined in Code Section  409A(b)(3)(B) with respect to a single-employer defined benefit plan of the Company or any  Affiliate.  To the extent provided in the Trust Agreement, each transfer into the Trust Fund shall  be irrevocable as long as the Company has any liability or obligations under the Plan to pay  benefits, such that the Trust property is in no way subject to use by the Company; provided, it is  the intent of the Company that the assets held by the Trust are and shall remain at all times  subject to the claims of the general creditors of the Company. No Participant or Designated  Beneficiary shall have any interest in the assets held by the Trust or in the general assets of the  Company other than as a general, unsecured creditor. Accordingly, the Company shall not grant  a security interest in the assets held by the Trust in favor of the Participants, Designated  Beneficiaries or any creditor.  The Trust Fund and all assets thereunder, if any, shall at all times  be held in the United States.  Additionally, in no event shall any such assets become restricted to  the provision of benefits under the Plan in connection with (a) a change in the financial health of  the Company, regardless of whether such assets are available to satisfy the claims of general  creditors of the Company or (b) during any “restricted period” as defined in Code Section  409A(b)(3)(B) with respect to a single-employer defined benefit plan of the Company or any  Affiliate.  ARTICLE VI  ADMINISTRATIVE COMMITTEE  6.1 Action.  Action of the Administrative Committee may be taken with or without a meeting of  committee members; provided, action shall be taken only upon the vote or other affirmative  expression of a majority of the committee members qualified to vote with respect to such action.  If a member of the Administrative Committee is a Participant, he shall not participate in any  decision which solely affects his own benefit under the Plan.  For purposes of administering the  





 






   -13-   Plan, the Administrative Committee shall choose a secretary who shall keep minutes of the  Administrative Committee’s proceedings and all records and documents pertaining to the  administration of the Plan. The secretary may execute any certificate or any other written  direction on behalf of the Administrative Committee.  6.2 Rights and Duties.  The Administrative Committee shall administer the Plan and shall have all powers  necessary to accomplish that purpose, including (but not limited to) the following:  (a) To construe, interpret and administer the Plan;  (b) To make determinations required by the Plan, and to maintain records  regarding Participants and Designated Beneficiaries’ benefits hereunder;  (c) To compute and certify to the Company the amount and kinds of benefits  payable to Participants and Designated Beneficiaries and to determine the time and manner in  which such benefits are to be paid;  (d) To authorize all disbursements by the Company pursuant to the Plan;  (e) To maintain all the necessary records of the administration of the Plan;  (f) To make and publish such rules for the regulation of the Plan as are not  inconsistent with the terms hereof  (g) To delegate to other individuals or entities from time to time the  performance of any of its duties or responsibilities hereunder;  (h) To hire agents, accountants, actuaries, consultants and legal counsel to  assist in operating and administering the Plan.  The Administrative Committee shall have the exclusive right to construe and to interpret the  Plan, to decide all questions of eligibility for benefits and to determine the amount of such  benefits, and its decisions on such matters are final and conclusive on all parties.  6.3 Compensation, Indemnity and Liability.  The Administrative Committee and its members shall serve as such without bond and  without compensation for services hereunder. All expenses of the Administrative Committee  shall be paid by the Company. No member of the Administrative Committee shall be liable for  any act or omission of any other member neither of the Administrative Committee, nor for any  act or omission on his own part, excepting his own willful misconduct. The Company shall  indemnify and hold harmless the Administrative Committee and each member thereof against  any and all expenses and liabilities, including reasonable legal fees and expenses, arising out of  his membership on the Administrative Committee, excepting only expenses and liabilities arising  out of his own willful misconduct.  





 






   -14-   6.4 Taxes.  A Participant’s or Designated Beneficiary’s Accrued Benefit and Retirement Annuity  hereunder shall be reduced by (1) the amount necessary to pay the tax due under the Federal  Insurance Contributions Act with respect to the Accrued Benefit and Retirement Annuity  determined upon the Benefit Commencement Date (or such other date as is applicable under  Treasury Regulation Section 31.3121(v)(2)-1) and (2) the amount estimated to pay the Federal  and State income tax withholding liability due.  Additionally, the Company and any other payer  may withhold from any amounts payable under the Plan any federal, state, local or other taxes as  are required to be withheld by law.  ARTICLE VII  AMENDMENT AND TERMINATION  7.1 Amendments.  The Board shall have the right to amend the Plan in whole or in part at any time and from  time to time. An amendment to the Plan may modify its terms in any respect whatsoever  (including freezing future benefit accruals); provided, no amendment may decrease the level of a  Participant’s benefit accrued prior to the amendment or adversely affect a Participant’s or  Designated Beneficiary’s rights to benefits that already have accrued.  The terms of the Plan as  amended as of the Effective Date are intended to comply with this Section 7.1.  7.2 Termination of Plan.  The Board shall have the right to terminate the Plan at any time for any reason. If the  Plan is terminated, each Participant’s benefit under the Plan will be frozen and will be paid under  the conditions, at the time and in the form, specified under the terms of the Plan unless earlier  payment of such benefits is permitted by Code Section 409A, in which case the Board in its  discretion may provide for such earlier payment of Participant’s Accrued Benefits and  Retirement Annuity, adjusted to reflect commencement of the Accrued Benefit prior to Normal  Retirement Age and the payment of the Retirement Annuity prior to the Annuity  Commencement Date and, if applicable, any lump sum form of payment. Termination of the  Plan shall be binding on all Participants, their spouses and Designated Beneficiaries.  ARTICLE VIII  MISCELLANEOUS  8.1 Taxation.  It is the intention of the Company that the benefits payable hereunder shall not be  deductible by the Company or taxable for federal income tax purposes to Participants and  Designated Beneficiaries until such benefits are paid by the Company, or by the Trust, as the  case may be, to such Participants and Designated Beneficiaries. When such benefits are so paid,  it is the intention of the Company that they shall be deductible by the Company under Code  Section 162.  





 






   -15-   8.2 No Employment Contract.  Nothing herein contained is intended to be nor shall be construed as constituting a  contract arrangement between the Company and any Participant to the effect that the Participant  will be employed by the Company for any specific period of time.  8.3 Headings.  The headings of the various articles and sections in the Plan are solely for convenience  and shall not be relied upon in construing any provisions hereof. Any reference to a section shall  refer to a section of the Plan unless specified otherwise.  8.4 Gender and Number.  Use of any gender in the Plan will be deemed to include all genders when appropriate,  and use of the singular number will be deemed to include the plural when appropriate, and vice  versa in each instance.    8.5 Assignment of Benefits.  The right of a Participant or any other person to receive payments under the Plan shall not  be assigned, transferred, pledged or encumbered, except by will or by the laws of descent and  distribution and then only to the extent permitted under the terms of the Plan.  8.6 Legally Incompetent.  The Administrative Committee, in its sole discretion, may direct that payment be made to  an incompetent or disabled person, whether because of minority or mental or physical disability,  to the guardian of such person or to the person having custody of such person, without further  liability on the part of the Administrative Committee, the Company or any Affiliate for the  amount of such payment to the person on whose account such payment is made.  8.7 Governing Law.  The Plan shall be construed, administered and governed in all respects in accordance with  applicable federal law and, to the extent not preempted by federal law, in accordance with the  laws of the State of Georgia. If any provisions of this instrument shall be held by a court of  competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall  continue to be fully effective.   8.8 Omnibus 409A Provision.  Notwithstanding any other provision of this Plan, it is intended that any payment  provided pursuant to or in connection with this Plan shall be provided and paid in a manner, and  at such time, and in such form, as complies with the applicable requirements of Code Section  409A to avoid the unfavorable tax consequences provided therein for non-compliance.   Notwithstanding any other provision of this Plan, the Board is authorized to amend this Plan  





 






   -16-   and/or to delay the payment of any monies as may be determined by it to be necessary or  appropriate to comply, or to evidence or further evidence required compliance, with Code  Section 409A.  IN WITNESS WHEREOF, the Company has caused the Plan to be executed by its duly  authorized officer as of the day and year first above written.    AGCO CORPORATION    By:     /s/ Roger Batkin                                        Title:  Senior Vice President, General Counsel  





 






   -17-   Schedule A    Participant Who Are Active Employees as of March 11, 2021    Roger Batkin  Andy Beck  Kelvin Bennett  Dennis Branch  Robert Ciecko  Mike Clem  Gary Collar*  Robert Crain  Joseph DiPietro  William Fitzgibbons  Sam Freesmeyer  Eric Hansotia  Chris Howell  Bill Hurley  Andy Jones  Hans Lehmann  Lara Long  Alistair Mclelland  Matt Rushing  Lucinda Smith  Josip Tomasevic  Hans Bernd Veltmaat*    Participants With a Separation From Service Prior to March 11, 2021    Garry Ball  Mary Butler (sp of Kent Butler)  Norm Boyd  David Caplan  David Furr  Doug Griffin  Dennis Heinecke*  Ron Hess  Randy Hoffman  Bill Kaltenburg  Steve Koep  Stephen Lupton  Reiner Pagel  Bruce Plagman*  Martin Richenhagen*  Eric Raby  





 






   -18-   Diane Weaver (sp of Gerry Weaver)  Becky Weyenberg  Steve White  David Williams  Brian Zydel    * Eligible for Section 3.5 Benefit      Active 113743140