EXHIBIT 10.5
AGCO CORPORATION
2006 LONG-TERM STOCK INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT, entered into as of the Grant Date (as defined in Section
1), by and between the Participant and AGCO Corporation (the "Company");
WHEREAS, the Company maintains the AGCO Corporation 2006 Long-Term
Incentive Plan (the "Plan"), which is incorporated into and forms a part of this
Agreement, and the Participant has been granted a Restricted Stock Award under
the Plan by the Committee as part of the Participant's compensation for service
as a member of the Board of the Company;
NOW, THEREFORE, IT IS AGREED, by and between the Company and the
Participant, as follows:
1. TERMS OF AWARD AND DEFINITIONS. The following terms used in this
Agreement shall have the meanings set forth in this Section 1:
(a) DESIGNATED BENEFICIARY. The "Designated Beneficiary" shall be
the beneficiary or beneficiaries designated by the Participant in a
writing filed with the Committee in such form and at such time as the
Committee shall require.
(b) GRANT DATE. The "Grant Date" is ___________ ____, 20___.
(c) PARTICIPANT. The "Participant" is _________________________.
(d) RESTRICTED PERIOD. The "Restricted Period" is the period
beginning on the Grant Date and ending at 4:00 p.m. EST on third
anniversary of the Grant Date..
(e) RESTRICTED STOCK. The number of shares of "Restricted Stock"
awarded under this Agreement shall be _______________ shares, which is
the number of whole shares which, as of the Grant Date, have a value
equivalent to $___________. Shares of "Restricted Stock" are shares of
Stock granted under this Agreement and are subject to the terms of
this Agreement and the Plan.
Except where the context clearly implies or indicates the contrary, a word,
term, or phrase used in the Plan is similarly used in this Agreement.
2. AWARD. The Participant is hereby granted the number of shares of
Restricted Stock set forth in Section 1.
3. DIVIDENDS AND VOTING RIGHTS. The Participant shall be entitled to
receive any dividends paid with respect to shares of Restricted Stock that
become payable during the Restricted Period; provided, however, that no
dividends shall be payable to or for the benefit of the Participant with respect
to record dates occurring prior to the Grant Date. The Participant shall be
entitled to vote the shares of Restricted Stock during the Restricted Period;
provided, however, that the Participant shall not be entitled to vote the shares
with respect to record dates for such voting rights arising prior to the Grant
Date.
4. TRANSFER OF SHARES.
(a) At the end of the Restricted Period, the Participant shall
own the shares subject hereto free of all restrictions otherwise
imposed by this Agreement.
(b) Otherwise, shares of Restricted Stock may not be sold,
assigned, transferred, pledged or otherwise encumbered until the
expiration of the Restricted Period or, if earlier, upon a Change in
Control.
5. HEIRS AND SUCCESSORS.
(a) This Agreement shall be binding upon, and inure to the
benefit of, the Company and its successors and assigns, and upon any
person acquiring, whether by merger, consolidation, purchase of assets
or otherwise, all or substantially all of the Company's assets and
business.
(b) If any rights exercisable by the Participant or benefits
deliverable to the Participant under this Agreement have not been
exercised or delivered, respectively, at the time of the Participant's
death, such rights shall be exercisable by the Designated Beneficiary,
and such benefits shall be delivered to the Designated Beneficiary, in
accordance with the provisions of this Agreement and the Plan.
(c) If a deceased Participant has failed to designate a
beneficiary, or if the Designated Beneficiary does not survive the
Participant, any rights that would have been exercisable by the
Participant and any benefits distributable to the Participant shall be
exercised by or distributed to the legal representative of the estate
of the Participant.
(d) If a deceased Participant has designated a beneficiary but
the Designated Beneficiary dies before the Designated Beneficiary's
exercise of all rights under this Agreement or before the complete
distribution of benefits to the Designated Beneficiary under this
Agreement, then any rights that would have been exercisable by the
Designated Beneficiary shall be exercised by the legal representative
of the estate of the Designated Beneficiary, and any benefits
distributable to the Designated Beneficiary shall be distributed to
the legal representative of the estate of the Designated Beneficiary.
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6. ADMINISTRATION. The authority to manage and control the operation and
administration of this Agreement shall be vested in the Committee, and the
Committee shall have all powers with respect to this Agreement as it has with
respect to the Plan. Any interpretation of the Agreement by the Committee and
any decision made by it with respect to the Agreement is final and binding on
all persons.
7. PLAN GOVERNS. Notwithstanding anything in this Agreement to the
contrary, the terms of this Agreement shall be subject to the terms of the Plan,
a copy of which may be obtained by the Participant from the office of the
Secretary of the Company; and this Agreement is subject to all interpretations,
amendments, rules and regulations promulgated by the Committee from time to time
pursuant to the Plan.
8. AMENDMENT. This Agreement may be amended by written Agreement of the
Participant and the Company, without the consent of any other person.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in
its name and on its behalf as of the Grant Date.
AGCO CORPORATION
By:
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Its:
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