THIS AGREEMENT dated as of the 1st day of December, 1996, by and
   between Giddings & Lewis, Inc., a Wisconsin corporation ("Company"), and
   Joseph R. Coppola (the "Executive").


             WHEREAS, the Executive has announced his pending retirement as
   Chief Executive Officer and Chairman of the Board of Directors of the

             WHEREAS, the Company desires to assure itself of the
   availability of the Executive to consult with the Company for a reasonable
   period following his retirement.

             WHEREAS, because the Executive may continue to acquire intimate
   knowledge of the business of the Company and develop or maintain
   relationships with customers, suppliers, distributors, vendors and others
   in connection with the business of the Company during his consultancy
   hereunder, the Company recognizes the need to continue in force the
   Executive covenants currently governing the Company's employment
   relationship with the Executive.

             WHEREAS, the Executive is desirous of committing himself to
   serve the Company as a consulting employee on the terms herein provided.

             NOW, THEREFORE, in consideration of the covenants and agreements
   of the parties herein contained and the mutual benefits to be derived from
   this Agreement, the parties hereto agree as follows:

             1.   Retirement Dates.  The Executive shall retire as chief
   executive officer of the Company on March 17, 1997.  He shall remain as
   chairman of the Board of Directors of the Company ("Board") thereafter
   until his retirement in 1997.

             2.   Consulting Duties.  The Company agrees to employ the
   Executive, and the Executive hereby agrees to serve the Company, as a
   senior consultant.  The Executive shall provide such advice and counsel to
   the Company as is reasonably requested by its senior management or Board. 
   The Executive is not required to maintain a residence or office in Fond du
   Lac, Wisconsin, while providing such consulting duties.

             3.   Consulting Term.  The term ("Term") of the Executive's
   consultancy hereunder shall commence on his retirement date as chairman of
   the Board, and shall continue uninterrupted thereafter for a 3-year
   period, except to the extent that the Term shall be earlier terminated for
   Cause, as defined in Section 6.  The provisions of Sections 5 and 9 shall
   survive the expiration of the Term.

             4.   Compensation.  The Executive shall be entitled to the
   following additional compensation in connection with his service as a
   consultant to the Company:

                  a.   The Executive shall receive annual compensation,
   payable in equal semi-monthly installments or as otherwise agreed by the
   Company and the Executive, during the 3-year Term of the consulting
   period, unless the Term shall have earlier terminated.  The annual
   compensation for the initial 12-month period is $200,000; for the second
   12-month period, $150,000; and for the third 12-month period, $100,000.  

                  b.   The Executive is granted the option, exercisable
   during the months of December 1996 and January and February 1997, to
   require the Company to purchase his home, located at 864 Country Club
   Lane, Fond du Lac, Wisconsin, for a gross purchase amount of $715,000. 
   This option shall be exercised by providing written notice to the Company
   of the Executive's intent to exercise the option no later than the close
   of business on January 31, 1997.

                  c.   The Executive shall be reimbursed the reasonable out-
   of-pocket expenses incurred by Executive in the course of providing
   consulting services hereunder in accordance with the established
   procedures for Company expense reimbursement.

             5.   Executive Covenants.  The Executive shall be considered an
   employee of the Company during the Term.  The Executive's covenants
   concerning confidential matters, inventive ideas and patents, and
   competition with the Company set forth in Section 4 of the Employment
   Agreement made as of June 30, 1993, between the Executive and the Company
   are incorporated herein by this reference and continued in effect

             6.   Termination for Cause.  The Company may terminate this
   Agreement for Cause at any time upon written notice to the Executive.  For
   the purposes of this Agreement, the Company shall have "Cause" to
   terminate this Agreement in the case of theft, dishonesty, fraudulent
   misconduct, gross dereliction of duty or other grave misconduct on the
   part of the Executive which is substantially injurious to the Company.  If
   this Agreement is terminated pursuant to this Section 6, all payments
   hereunder shall cease except payments through the calendar month in which
   such termination occurs and the Company's obligations under Section 4(b)
   to repurchase the Executive's home shall cease to the extent the
   Executive's option has not yet been exercised.

             7.   Other Termination.  This Agreement shall not terminate for
   reasons other than Cause, as defined in Section 6.  If the Executive dies
   before the Term is completed, any remaining compensation under this
   Agreement shall be paid to the estate of the Executive.

             8.   Notice.  For the purposes of this Agreement, notices and
   all other communications provided for in the Agreement shall be in writing
   and shall be deemed to have been duly given when delivered or mailed by
   United States certified or registered mail, return receipt requested,
   postage prepaid, addressed as follows:

             If to the Executive:

             Joseph R. Coppola
             The Brittany
             4021 Gulf Shore Blvd., Unit 2005
             Naples, FL  33940

             If to the Company:

             Giddings & Lewis, Inc.
             Attention:  Robert N. Kelley, Vice President-Administration
             142 Doty Street
             Fond du Lac, WI 54935

   or to such other address as either party may have furnished to the other
   in writing in accordance herewith, except that notices of change of
   address shall be effective only upon receipt.

             9.   Miscellaneous.

                  a.   No provisions of this Agreement may be modified,
   waived or discharged unless such waiver, modification or discharge is
   agreed to in writing signed by the parties hereto.  No waiver by any party
   hereto at any time of any breach by the other party hereto of, or
   compliance with, any condition or provision of this Agreement to be
   performed by such other party shall be deemed a waiver of similar or
   dissimilar provisions or conditions at the same or at any prior or
   subsequent time.

                  b.   No agreements or representations, oral or otherwise,
   express or implied, with respect to the Executive's consulting arrangement
   with the Company and Executive's option to require the Company to purchase
   his home have been made by either party which are not set forth expressly
   in this Agreement.  This Agreement supplements but does not amend, modify,
   or replace the Employment Agreement entered into between the Executive and
   the Company, dated as of June 30, 1993, or the supplemental executive
   retirement plan between the Executive and the Company effective as of July
   1, 1993.

                  c.   This Agreement shall not be assigned by the Executive
   and may not be assigned by the Company without the written consent of the
   Executive, and any attempted assignment without such written consent shall
   be null and void and without legal effect.  This Agreement shall be
   binding upon and inure to the benefit of the Company, its successors and
   assigns and the Executive and his heirs, executors, administrators and
   legal representatives.

                  d.   The Executive shall be liable for all taxes levied
   against the Executive relating to amounts paid to the Executive by the
   Company, and amounts paid by the Company will be net of all applicable
   FICA and income tax withholding, if any.

                  e.   The validity, interpretation, construction and
   performance of this Agreement shall be governed by the laws of the State
   of Wisconsin.

             10.  Counterparts.  This Agreement may be executed in one or
   more counterparts, each of which shall be deemed to be an original but all
   of such together will constitute one and the same instrument.

             IN WITNESS WHEREOF, the parties have executed this Agreement as
   of the day and year first above written.


                                  /s/ Joseph R. Coppola                      
                                 Joseph R. Coppola 

                                 GIDDINGS & LEWIS, INC.

                                 By:  Robert N. Kelley                       

                                 Title:  Vice President-Administration 

Basic Info X:

Type: Consulting Agreement
Date: March 28, 1997
State: Wisconsin

Other info:


  • 1st day of December , 1996
  • March 17 , 1997
  • December 1996
  • February 1997
  • January 31 , 1997.
  • June 30 , 1993
  • July 1 , 1993.


  • Giddings & Lewis , Inc.
  • Board of Directors of the Company
  • Country Club Lane
  • Brittany 4021 Gulf Shore Blvd.
  • the State of Wisconsin


  • Wisconsin
  • United States
  • Naples
  • FL


  • $ 200,000
  • $ 150,000
  • $ 100,000
  • $ 715,000


  • Joseph R. Coppola Joseph R. Coppola
  • Robert N. Kelley