EX-10.16 2 hansotiaagreement.htm EXHIBIT 10.16
Exhibit 10.16
EMPLOYMENT AND SEVERANCE AGREEMENT
This Employment and Severance Agreement (the " Ag reement"), is entered into this 5th day of April, 2013, by and between AGCO CORPORATION, a Delaware corporation (the "Co mpany"), and Eric Hansotia (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 Execut ive hereby agrees to serve the Company, upon the terms and conditions set forth in this Agreement.
(b) The employment term shall commence on July 1, 2013 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 a Senior Vice President 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. During the two (2) years following a Change in Control (as defined herein), the Executive's position (including offices, titles and reporting requir ements), duties, and responsibilities shall not be reduced, and the Executive shall not be required to work at a locat ion other than the location at which the Executive was based at the time of the Change in Control.

3. | COMPENSATION.

(a) BASE SALARY. The Company shall pa y to the Executive an annual base salary ("Base Salary") of $425,000 U.S. 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) a nd subject to applicable tax and payroll deductions. The Company shall consider increases in the Execu tive's Base Salary annually, and any such increase in salary implemen ted by the Com p any shall become the Execu tive' 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 Plan and the Long-Term Incentive P lan that is implemented by the Company.
(c) SUPPLEMENTAL EMPLOYEE RETIREMENT PROGRAM. During the term of th is 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 avai l able to senior executive officers of the Company, including, without limitat i on, group health and life insurance, pension and savings, and the Senior Man agement Employment Policy.
(e) FRINGE BENEFITS. The Company shall pay or reimburse the Executive promptly for all reasonable and necessary expenses incurred by him in connection with his duties hereunder, upon submission by the Execut i ve to th e 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, or reimburse Executive for, all expenses for fuel, maintenance and insurance in connection with such use of the automobile. The Company shall make any such reimbursement or payments under this Sect i on 3(e) no later than the last day of the Executive's taxable year next following the Executive's taxable year in which the Executive incurs the expense. 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 pol i cy.
(f) MODIFICATION OF BENEFITS. Without by imp l ication limiting the foregoing, during the two (2) years following a C hange in Control, the Execu tive' s compensation, including Base Salary, incentive compensation opportunity, SERP opportunity, other benefits and fringe benefits shall not be reduced. Notwithstanding the foregoing, th e Company shall be entitled to modify the group health benefits provided such modifications are applicable to all similarly situated management employees. To the extent that the Company is not able to continue life, group health or similar benefits as a result of the terms of the applicable plans or insurance policies, the Company shall pay the Executive the cost, no less frequently than monthly, that the Executive must incur to obtain such benefits privately.

4. | RESTRICTIVE COVENANTS

(a) ACKNOWLEDGMENT.S The Executive acknow l edges that as an Executive Officer of the Company (i) he frequently will be exposed to certain "Trade Secrets" and "Confident i al 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 geograph i cal 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 n e cessarily 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 distr i buting agricultural equipment.
(ii)"Material Contact" as used in the non-solicitation provision below means pe r sonal 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 r elationsh i p between the Company and such existing or potential Customer or Vendor.
(iii)"Confidential Information" means information about the C ompany, its Executives, and Customers wh i ch is not generally known outside of the Company, which the Executive learns of in connectio n wit h 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, promot i onal 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)"T rade Secrets" means Confidential I nformation which meets the additional r equ i re m ents of the G e orgia Trade Secrets Act.

(v)"Terri tory" 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 sha ll not directly or i ndirectly 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 Agree ment by anyone not authorized to receive such information, he will prompt ly notify th e Chairman of the Board. This Agreement does not l im it the remedies available under common or statutory law, which may impose longer duties of non-disclosure. T he Executive will immediately notify the Chairman of the Board if he receive s any subpoenas which could require the disclosure of Confidential Informatio n, 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 ser v ices of the same or similar type as those he performed for the Company as an employee, contractor, consultant, officer, di rec tor 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 i nvo lve the utilization of Confidential Information or Trad e 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 Ma ter ial Contact within the last 18 months of his employment with the Company. The Execut ive further agrees that for a period of twenty-four (24) months following the cessation of his employment, he will not directly or indi rectly solicit or attemp t to solicit any Vendors of the Company with whom he had Material Con tact during the last 1 8 months of his employment with the Company to provide services to any person or ent ity which competes with the Business of Compan y.
(f) COVENANT OF NON-RECRUITMENT. The Executive agrees tha t while employed by the Company and for a period of twenty-four (24) months following the cessation of his emp lo yment for any reason, he will not directly or ind irec tly 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 ag rees 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 no t li mited to, the original and any copy (regardless of the manne r in which it is recorded) of all information provided by the Company to the Executive, or which the Execu t ive has deve loped or co ll ected 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 i n who l e or in part during t he term of the Executive's employment. The Executive agrees to advise the Company in writing of eac h invention that Executive, alone or with others, makes or conceives during the term of Executive's employment. Inventions which the Executive developed before the Executi ve 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 re l ief 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 remaini ng 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 Exec ut ive, the death of th e 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 disabilit y 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 t his 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 offe nder probation before judgment, or nolo contendere by Executive to, any felony; (ii) fraud, misappropriation or embezzlement by Executive; (iii) Execu tive's willful failure or gross negligence in the performance of his assigned duties for the Co mpany,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 h is breach of his fiduciary duty to t he 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 b us in ess 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 Exec utiv e'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 Terminatio n (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 Co mpany. For the purposes of this Agreement, the Executive shall have "Good Reason" to terminate his employment hereunder upon certain circumstances: (a) a substantial reduction in the Executive's aggregate Base Sa l ary 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 Management Incentive Plan or 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 Execut i ve within ninety
(90) days of the initial existence of the failure 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 bas i s 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 and not later than two (2) years after the initial existence of the failure.
(f) OBLIGATION TO PAY. Except upon termination for Cause, voluntary termination by the Execut i ve without Good Reason, or termination as a result of death or disability, and further subject to Sections 6 and 16 below, the Company shall (i) pay the compensation specified in this Subsection 5(f) to the E xecutive for the period specified in this Subsection 5(f), (ii) continue to provide, no less frequently than monthly, life insurance benefits during the remainder of the applicable period, including the Severance Period set forth in this Subsection 5(f), and (ii i) if and to the extent the Executive timely elects COBRA continuation coverage, pay the Executive, no less frequently than monthly, the cost of COBRA premiums for a period of 18 months or such lesser period as the Execut i ve continues to have COBRA continuation coverage.
If the Executive's employment shall be term in ated by reason of death, the estate of the Executive shall be paid all sums otherwise payable to the Executive through the end of th e third month after the month in which the death of the Executive occurred, including all bo n us or other incentive benefits accrued or accruable to the Executive through the end of the month in which the death of the Executive occurred, on the same basis as if the Execut i ve had continued employment through such times, and the Company shall have no further obligations t o the Executive under this Agre e ment.
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, on the same basis as if the Executive had continu e d employmen t through the date of disability, and the Company shall have no further obligations to the Executi v e under this Agreem e nt.

If the Executive's employment shall be terminated fo r Cause, the Company shall pay the Executive his Base Salary through the date of termination specified in the Notice of Termination and re i mbursements o ther wise payable to the Executive, and the Company shall have no further obligations to the Executive under this Agreement.
Unless such termination occurs within two (2) years following a Change in Control, if the Executive's employment shall be terminated by the Company without Cause or by the Execut iv e for Good Reason (a " Non-Change in Control Terminat i on"), 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 beginni n g 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 fo r the year of termination had the Executive remained emp loy ed for the entire year, which ince n tive 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 sha ll not be entitled to any severance payments under clauses (x) and (y) of this sentence 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 this Agreement or any applicable employee benefit plans or programs of the Company or under applicable la w.
If within two (2) years following a Change in Control the Executive's employment shall be terminated by the Company without Cause or by the Executive for Good Reason (a "C hange in Control Termination"), the Company shall immediately, and in all events within thirty (30) days after the date of termination, pay the Executive the sum of (x) two (2) times the Base Salary (at the rate in effect on the date of such termination), (y) a pro rata portion of the bonus or other incen tive benefits to which the Executive would have been entitled for the year of termination had the Executiv e remained employed for the enti r e year, plus (z) a bonus in an amount equal to the three (3) year average of the awards received by the participant during th e prior two (2) completed years and the current year's trend (based upon results through the month most recently complete prior to the termination, extrapolated for the complete year) multiplied by two (2) times. Any payment due to the Executive with respect to clause (y) and (z) that is calculated based upon the Company's Management Incentive Plan shall be reduced by any similar amounts received by the Executive under such plan. Also, notwithstanding the forego i ng, i n the event of a Change in Control Termination, the Company shall continue the Executive's life and gro up health coverage for a period of two (2) years, subject to the same payments by the Executive that the Executive was required to make prior to termination. Notwithstanding the foregoing, t he Company shall be entitled to modify the group health benefits prov ided such modifications are applicable to all similarly situated management employees. T o the extent that the Company is not able to continue life or group health benefits as a result of the terms of th e applicable plans or insurance policies, the Company shall pay the Executive the cost, no less frequently than monthly, that the Executive must incur to obtain s uch benefits privately.

For the purposes of this Agreement, the term "Change in Control" shall mean change in t he ownership of the Company, change in the effective control of the Company or change in ownership of a substantial portion of the Company' s assets, as described in Section 280G of the Code, including each of the following: (i) a change in the ownership of the Company occurs on 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, possess more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company (unless any one person, or more than one person acting as a group, w h o 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); (ii) change in the effective control of t he Company is presumed (which presumption may be rebutted by the Compensation Committee of the Board) to occur on the date that either: 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 t he total voti ng power of the stock of such Company;
(iii)a majority of members of t he Company's Board is replaced dur i ng any twelve (12)-month period by di re ctors whose appointment or election is not endorsed by a major i ty of the members of the Company's Board prior to the date of the appointment or elec t ion of such new directors; or
(iv)a change in the ownership of a substantia l portion of the Company's assets occurs on the date that any one person, or more than one person act in g as a group, acquires (or has acquired during the twelve (12)-month period ending on the date of the most recen t acquisition by such person or persons) assets from the Company that have a tota l fair market value equal to forty percent (40%) or more 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: a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock; an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly by the Company; 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 an entity, at least fifty percent (50%) of the total value or voting power is owned, directly or indirect l y, by a person, or more tha n one person acting as a group, that owns directly or indirectly, fifty percent (50%) or more of the total value of voting power of all of the outstanding stock of the Company.
(g) TAXES. In the event it shall be determined that any payment or distribution by the Company to or for the benefit of th e Executive in the event of a Change in Control, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, (a "Change i n Control P ayment") would be subject to the excise tax imposed by Section 4999 of the Interna l Revenue Code of 1986, as amended (the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (i ncluding any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the

Gross-Up Payment equal to the Excise Tax imposed upon the Change in Control Payments. The Company shall pay all such Gross-Up Payments before such excise taxes are required to be remitted.

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, except in the case of a Change in Control Termination, any such payments shall be reduced by any amounts which th e Executive rece ives or is entitled to receive from another employer with respect to th e 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 t his Agreement, not ices and all other communications to either party hereunder provided for in the Agreement shall be i n writing and shall be deemed to hav e 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: Lucinda Smith
in the case of the Company to:
| Eric Hansotia
| 102 Forest Road
| Davenport, IA 52803

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 app li cable law, shall be submitted to and resolved by binding arbitration. The arbitrat i on shall be conducted pursuant to t he terms of the Federa l 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, Geo rgia 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 the i r differences wi thi n 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) arbitrato rs. The arbitrators shall be selected as follows: (a) The party fi l ing 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 t he party demanding the arbitration of his or its arbitrator, g i ving the name, address and telephone number of the arbitrator within five (5) days of the receipt of such Demand for Arbitration; (c) A neutra l person shall be selected through the American Arbitration Association's arbitrator selection procedures to serve as the t hird arbitrator. The arbitrator designated by any party need not be n eutral. In the event that any person fails or r efuses timely to name his arbitrator within the time specified in this Section 8, th e American Arbitration Association shall (immediately upon notice from the other party) appoint an arbitrator. The arbitrato rs thus constituted shall promptly meet, select a chairperson, fix the time, date(s), and place of the hear i ng, 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 impane led. 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 co n clusive upon the parties hereto. Each party shall have the right to have the award enforced by any court of competent jurisdiction.

Executive initials: |  |  | Company initials:

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 h ereto at any time of any breach by the other party hereto of, or compliance with, any condit ion or provision of this Agreement to be performed by such other party shall be deemed a waiver of any oth e r provisions or conditions of this Agreement at the same or at any prior or subsequent time.

10.SUCCESSORS AND ASSIGNS. The ri ghts and obligat i ons of the C ompany under this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Co mpany 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 provis i ons of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which shall remai n 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 surv ive 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 a ll prior or contemporaneous agreements or understandings are merged herein. T he 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 te rms 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.
16.DEFERRED COMPENSATION PLAN OMNIBUS PROVISIONS. Notwithstanding any other provision of this Agreement, i t is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is co nside red to be deferred compensation subject to Section 409A of the Code shall be provided and paid i n a manner, and at such time, including without limitation payme n t and pro v ision of benefits only i n connection with a permissible payment event contained in Section 409A (e.g., death or separation from service from the Company and its affiliates as defined for purposes of Sect ion 409 A of the Code), a nd in such form, as complies with the applicable requiremen ts of Section 409A of the Code, to avoid the unfavorable tax co nseq uence s provided therein for
non-compliance. For purposes of this Agreement, all r i ghts to payments and benefits hereund er s hall be treated as rights to rece i ve a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Co de. If Executive is a "specified employee" (as defined in Section 409 A of the Code) and any of the Company's stock is publicly traded on an established securities market or otherwise, then payment of any amount or provision of any benefit under thi s

Agreement which is considered to be deferred compensation subject to Section 409A of the Code shall be deferred for six (6) month s as required by Section 409A(a)(2)(B)(i) of the Code (the "409A Deferral Period"). In the eve nt such payments are otherwise due to be made in installment s or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409 A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Pe r iod ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Execut i ve' s expense, with Executive having a right to reimbursement from the Company once the 409 A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. For purposes of this Agreement, any termination of employment will be read to mean a "separation from service" within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services Executive would perform after that date (whether as an employee or i ndepe ndent contractor) would permanently decrease to less than fifty percent (50%) of the average level of bona fide services performed over the immediate l y preceding thirty-six (36)-month period.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

AGCO CORPORATION
By: | /s/ Lucinda Smith
Name: | Lucinda B. Smith
Title: | SVP, Global Business Services
EXECUTIVE
By: | /s/ Eric Hansotia
Name: | Eric Hansotia
Title: | SVP, Global Harvesting and Advanced Technology Solutions