EX-10.3 6 pdm93e.txt AMENDMENT TO CHANGE IN CONTROL AMENDMENT NO. 1 TO THE GEHL COMPANY/KEYES CHANGE IN CONTROL AND SEVERANCE AGREEMENT DATED AS OF NOVEMBER 27, 2000 THIS AMENDMENT to the Change in Control and Severance Agreement (the "Agreement"), made and entered into as of the 27th day of November, 2000, by and between Gehl Company ("GEHL"), a Wisconsin corporation, and Daniel M. Keyes (the "Executive"), is made as of June 13, 2001. RECITALS WHEREAS, GEHL and the Executive have previously made and entered into the Agreement and wish to enter into this Amendment amending the Agreement as provided herein. NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, the parties agree as follows: Section 1(c) of the Agreement shall be revised by deleting the word "and" from the end of such section. Section 1(d) of the Agreement shall be deleted in its entirety and replaced with the following: Two (2) times the sum of (i) the Current Base Salary and (ii) the highest bonus amount earned by the Executive in any of the five fiscal years which precede the year in which the Termination Date occurs, including any amounts deferred; and Section 1(e) of the Agreement shall be deleted in its entirety and replaced with the following: The present value of the Executive's benefits under Section 2 of the Executive's most current Supplemental Retirement Benefit Agreement using a discount rate equal to the "GATT" interest rate that would be used by the Gehl Company Retirement Income Plan "B" to calculate the amount of a lump sum distribution to be made on the same date as the payment hereunder; provided, however, that if the Executive's Termination Date occurs after a Change in Control but prior to January 1, 2002, then the "Average Monthly Compensation" of the Executive under Section 1(a) of such Supplemental Retirement Benefit Agreement for purposes of this provision shall be deemed to be $12,500. Section 1 of the Agreement shall be revised by adding the following new paragraph after subsection (e) and before the paragraph beginning "In addition": The Executive shall also receive, at the expense of GEHL, outplacement services, on an individualized basis at a level of service commensurate with the Executive's most senior status with GEHL during the 180-day period prior to the date of the Change in Control, provided by a nationally recognized senior executive placement firm selected by GEHL with the consent of the Executive, provided that the cost to GEHL of such services shall not exceed 20% of the Executive's Current Base Salary. In the alternative, the Executive, at his election, may choose to receive a lump sum cash payment of $15,000 to be paid within 30 days of the Termination Date as outlined above. IN WITNESS WHEREOF, GEHL has caused this Amendment to be executed by its duly authorized officer, and Executive has hereunto set his hand, all as of the date set forth above. GEHL COMPANY EXECUTIVE By: /s/ William D. Gehl /s/ Daniel M. Keyes ---------------------------------- ------------------------------------ Name: William D. Gehl Daniel M. Keyes -------------------------------- Title: President ------------------------------- 2