UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Dated December 10, 2007
of
AGCO CORPORATION
A Delaware Corporation
IRS Employer Identification No. 58-1960019
SEC File Number 1-12930
4205 River Green Parkway
Duluth, Georgia 30096
(770) 813-9200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 1.01. Entry Into a Material Definitive Agreement.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On December 5, 2007, in large part to reflect the requirements of Section 409A of the Internal
Revenue Code, but also to make various other minor changes, AGCO Corporation (the “Company”)
entered into amended and restated employment and severance agreements (each, an “Agreement” and,
collectively, the “Agreements”) with Martin Richenhagen, its Chairman, President and Chief
Executive Officer, and each of Garry L. Ball, Andrew H. Beck, Norm L. Boyd, David L. Caplan, Gary
L. Collar, and Randall G. Hoffman, Senior Vice Presidents (each, a “Senior Vice President” and,
collectively, the “Senior Vice Presidents”). The Agreements have an effective date as of January
1, 2008.
Mr. Richenhagen’s Agreement provides for an initial three-year term, which commenced on July 21,
2004, with subsequent, automatic one-year renewal terms unless not renewed by the Company or
terminated. The Agreements with each of the Senior Vice Presidents continue in effect until
terminated. The Agreements provide for an initial annual base salary subject to annual reviews by
the Company and for other customary benefits, including participation in various incentive
compensation plans.
Under each of the Agreements, the executive may be entitled to receive severance and certain
benefits depending upon the basis for the termination of the executive’s employment. In the event
of the executive’s death, the executive is entitled to payment of his base salary for ninety days
following the month in which the death occurred and payment of his bonus and other incentive
benefits accrued through the end of the month in which the death occurred. Upon the incapacity or
termination for “cause” of the executive, the executive is entitled only to base salary then
accrued and, only in the case of incapacity, payment of his bonus and other benefits then accrued.
If the executive’s employment is terminated by the Company without “cause,” by the executive for
“good reason” or (solely in the case of Mr. Richenhagen) as a result of the Company’s not renewing
the Agreement, then the executive is entitled to payment of his base salary, bonus and other
benefits accrued through the date of termination, payment of his base salary for a period of (for
Messrs. Richenhagen, Beck and Boyd) two years or (for the other Senior Vice Presidents) one year
from the date of termination, and to payment of a pro rata portion of his bonus and other incentive
benefits for the year of his termination, as if he had remained employed for the entire year. The
terms “cause” and “good reason” are defined in the Agreements.
The Agreements also contain confidentiality, non-competition and non-solicitation covenants in
favor of the Company. Conformed copies of the Agreements are filed as Exhibits 10.1 through 10.7
to this Form 8-K and are incorporated herein by this reference.
On December 6, 2007, the Board of Directors of the Company approved certain other modifications to
the compensation arrangements for the Company’s executives and non-employee directors. The Board
of Directors approved the increase to $75,000 in value of the annual grant of restricted stock to
non-employee directors of the Company. A summary of non-employee director compensation is filed as
Exhibit 10.8 to this Form 8-K and is incorporated herein by this reference. The Board of Directors
also approved two retention-based $2,000,000 restricted stock awards for Mr. Richenhagen. The
first was granted on December 6, 2007, and totaled 28,839 shares and will vest over a five-year
period at the rate of 0% at the end of the first two years, 25% at the end of the third year, 25%
at the end of the fourth year, and 50% at the end of the fifth year. The second is expected to be
granted in December 2008 and will vest over a four-year period at the rate of 0% at the end of the
first year, 25% at the end of the second year, 25% at the end of the third year, and 50% at the end
of the fourth year. Vesting generally will be subject to Mr. Richenhagen’s continued employment by
the Company on the date of vesting, except under certain circumstances such as a change in control. Finally, the Board of Directors
also approved an increase in the maximum incentive bonus opportunity payable to certain of its
executives under the Company’s annual incentive compensation plan from 130% to 150% of base salary.