EXHIBIT 10.6
AGCO CORPORATION
2006 LONG-TERM STOCK INCENTIVE PLAN
PERFORMANCE SHARE 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 selected by the committee administering
the Plan (the "Committee") to receive a Performance Share Award under the Plan;
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) DATE OF TERMINATION. The Participant's "Date of Termination" shall
be the first day occurring on or after the Grant Date on which the
Participant is neither employed by the Company or any Subsidiary, a
director of the Company or any Subsidiary, an independent contractor
performing services for the Company or any Subsidiary nor providing
services as a consultant to the Company or any Subsidiary; provided that a
termination shall not be considered to have occurred while the Participant
is on an approved leave of absence from the Company or a Subsidiary. If, as
a result of a sale or other transaction, a Participant who is an employee
ceases to be an employee of the Company or any Subsidiary (and the
Participant's employer is or becomes an entity that is separate from the
Company or any Subsidiary), the occurrence of such transaction shall be
treated as the Participant's Date of Termination caused by the Participant
being discharged by the employer.
(b) 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.
(c) DISABILITY. Except as otherwise provided by the Committee, the
Participant shall be considered to have a "Disability" if he is eligible
for disability payments under the Company's long-term disability plan.
(d) GRANT DATE. The "Grant Date" is _______________________.
(e) PARTICIPANT. The "Participant" is ____________________________.
(f) PERFORMANCE PERIOD. The "Performance Period" is the period
beginning on ______________________ and ending on
_________________________.
(g) PERFORMANCE SHARES. The number of "Performance Shares" shall be
_____________ shares. Performance Shares granted under this Agreement are
units that will be reflected in a book account maintained by the Company
during the Performance Period, and that will be settled in shares of Stock
to the extent provided in this Agreement and the Plan. The award of
Performance Shares does not entitle the Participant to any rights as a
shareholder of the Company with respect to the Performance Shares,
including accounting of the payment of dividends on the Company's Stock
during the Performance Period.
(h) RETIREMENT. "Retirement" of the Participant shall mean the
occurrence of the Participant's Date of Termination on or after the date
the Participant attains age 65 or such earlier date as approved by the
Committee in its sole discretion,
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. Subject to the terms of this Agreement and the Plan, the
Participant is hereby granted the number of Performance Shares as set forth in
Section 1.
3. SETTLEMENT OF AWARDS.
(a) The Company shall deliver to the Participant one share of Stock
for each Performance Share earned by the Participant, as determined in
accordance with the provisions of Exhibit 1, which is attached to and forms
a part of this Agreement.
(b) The earned Performance Shares payable to the Participant in
accordance with the provisions of this Section 3 shall be paid solely in
shares of Stock, except that cash shall be distributed in lieu of any
fractional share of Stock.
4. TIME OF PAYMENT. Except as otherwise provided in this Agreement, payment
of Performance Shares earned in accordance with the provisions of Section 3 will
be delivered as soon as practicable after the end of the Performance Period;
provided, however, that such payment shall occur within two and a half months
after the later of (i) the last day of the Participant's taxable year during
which the end of the Performance Period occurs or (ii) the last day of the
Company's taxable year during which the end of the Performance Period occurs.
5. RETIREMENT, DISABILITY, OR DEATH DURING PERFORMANCE PERIOD. If the
Participant's employment with the Company and Subsidiaries terminates during the
Performance Period because of the Participant's Retirement, Disability, or
death, the Participant shall be entitled to a prorated value of the Performance
Shares earned in accordance with Exhibit 1, determined at the end of the
Performance Period, and based on the ratio of the number of months the
Participant is employed during the Performance Period to the total number of
months in the Performance Period.
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6. TERMINATION OF EMPLOYMENT DURING PERFORMANCE PERIOD. If the
Participant's employment with the Company and the Subsidiaries terminates during
the Performance Period for any reason other than the Participant's Retirement,
Disability, or death, the Performance Shares granted under this Agreement will
be forfeited on the date of such termination of employment; provided, however,
that in such circumstances, the Committee, in its discretion, may determine that
the Participant will be entitled to receive a pro rata or other portion of the
Performance Shares in accordance with Exhibit 1 determined at the end of the
Performance Period.
7. CHANGE IN CONTROL. If a Change in Control occurs during the Performance
Period, and the Participant's Date of Termination (as defined below) does not
occur before the Change in Control date, the Participant shall earn the
Performance Shares under any then uncompleted Performance Period at the greater
of (a) 100% of the Target level described in Exhibit 1 of that Performance
Period or (b) the level of performance dictated by the trend of the Company's
actual performance to date (based upon pro rating the completed fiscal years
within the Performance Period, and zero until there is a completed fiscal year)
versus the Performance Measures in Exhibit 1 of that Performance Period.
Notwithstanding the provisions of Section 3, the value of Performance Shares
earned in accordance with the foregoing provisions of this Section 7 shall be
delivered to the Participant in a lump sum cash payment as soon as practicable
after the occurrence of a Change in Control, with the value of a Performance
Share equal to the Fair Market Value of a share of Stock determined under the
provisions of Section 3 as of the date of the Change in Control. Distributions
to the Participant under Section 3 shall not be affected by payments under this
Section 7, except that before payments are made under Section 3, and after all
computations required under Section 3 have been made, the number of Performance
Shares earned by the Participant shall be reduced by the number of Performance
Shares with respect to which payment was made to the Participant under this
Section 7. The Participant shall not be required to repay any amounts to the
Company on account of any distribution made under this Section 7 for any reason,
including failure to achieve the Performance Measures.
8. 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.
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(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 but 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.
9. FORFEITURE. Notwithstanding the foregoing, if, following the Date of
Termination, Participant violates any of Participant's post-termination
obligations to the Company or any Subsidiary, including, without limitation, any
obligation not to compete with the Company or any Subsidiary (regardless of
whether such obligation is enforceable under applicable law), not to solicit
employees of the Company or any Subsidiary, to maintain the confidentiality on
information belonging to the Company or any Subsidiary, or not to disparage the
Company or any Subsidiary or any of their affiliates, immediately upon demand by
the Company the Participant shall return to the Company the proceeds from this
Award to the extent received by the Participant on or after one year prior to
Date of Termination.
10. 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.
11. 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
12. 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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EXHIBIT 1
AGCO CORPORATION
2006 LONG-TERM INCENTIVE PLAN
PERFORMANCE SHARE AGREEMENT
FOR: _________________________
PERFORMANCE MEASURES
I. PURPOSE. The purpose of this Exhibit 1 is to set forth the Performance
Measures that will be applied to determine the amount of the award to be
made under the terms of the attached Performance Share Agreement (the
"Agreement"). This Exhibit 1 is incorporated into and forms a part of the
Agreement.
II. REVISION OF PERFORMANCE MEASURES. The Performance Measures set forth in
this Exhibit 1 may be modified by the Committee during, and after the end
of, the Performance Period to reflect significant events that occur during
the Performance Period.
III. PERFORMANCE GOALS. The Performance Goals shall be as follows:
[INSERT PERFORMANCE GOALS]
IV. AMOUNT OF AWARD. The amount distributable to the Participant under the
Agreement shall be determined in accordance with the following schedule:
[INSERT SCHEDULE]
