SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Dated December 3, 2004
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
Item 1.01. Entry Into a Material Definitive Agreement
On November 30, 2004, the Board of Directors of AGCO Corporation (the “Company”) approved an amendment (“Amendment No. 2”) to the Company’s existing Amended and Restated Long-Term Incentive Plan (LTIP III) dated February 1, 2000, and as amended on December 12, 2001 (the “Plan”). Amendment No. 2. gives the Compensation Committee of the Board of Directors of the Company the power to extend the period during which a retired full-time employee is eligible to receive incremental awards under the Plan for such time as the employee serves on the Board of Directors of the Company.
A copy of Amendment No. 2 is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of Amendment No. 2 is qualified in its entirety by reference to Amendment No. 2.
Item 9.01. Exhibits
The following exhibit is filed with this report:
| 10.1 | Second Amendment to The AGCO Corporation Amended and Restated Long-Term Incentive Plan (LTIP III), dated November 30, 2004. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AGCO CORPORATION |
||||
| Date: December 3, 2004 | By: | /s/ Stephen D. Lupton | ||
| Stephen D. Lupton | ||||
| Senior Vice President and General Counsel | ||||
INDEX TO EXHIBITS
| Exhibit Number |
Description |
|
10.1
|
Second Amendment to The AGCO Corporation Amended and Restated Long-Term Incentive Plan (LTIP III), dated November 30, 2004. |
EXHIBIT 10.1
SECOND AMENDMENT TO THE
AGCO CORPORATION AMENDED AND RESTATED
LONG-TERM INCENTIVE PLAN (LTIP III)
This is the Second Amendment of the AGCO Corporation Amended and Restated Long-Term Incentive Plan (LTIP III) (the “Plan”). Under Section II(b) of the Plan, the Compensation Committee of the Board of Directors (the “Committee”) is authorized to amend the Plan. Accordingly, the Committee hereby amends the Plan effective as stated below in the following particulars.
Section VI of the Plan is amended by adding the following to the end of Section VI(f), and such amendment shall be applicable to all existing and future Contingent Awards under the Plan:
| For purposes of this paragraph, at the election of the Committee a participant may be deemed to continue to be employed by the Company during any period during which he serves as a member of the Board of Directors of the Company following his retirement from full-time employment with the Company, provided that such election may at any time be rescinded by the Committee. |
All parts of the Plan not inconsistent herewith are hereby ratified and confirmed.
This Second Amendment to the Plan is adopted to be effective as of November 30, 2004, as acknowledged by the undersigned members of the Committee.
| /s/ Wolfgang Sauer | ||||
| /s/ W. Wayne Booker | ||||
| /s/ David E. Momot | ||||
| /s/ Gerald B. Johanneson | ||||