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Exhibit 10.1
FORM OF
CHANGE IN CONTROL AGREEMENT
AGREEMENT dated as of
January 31, 2007, between RAVEN INDUSTRIES, INC., a South
Dakota corporation (the "Company"), and
(the "Executive").
WITNESSETH:
WHEREAS, the Board of Directors of
the Company (the "Board") recognizes that the Executive’s
contribution to the growth and success of the Company and its
subsidiaries has been substantial.
WHEREAS, the Board has determined
that it is appropriate and in the best interests of the Company and
its stockholders to reinforce and encourage the continued attention
and dedication of members of the Company’s management,
including the Executive, to their assigned duties.
WHEREAS, this Agreement sets forth
the severance compensation which the Company agrees it will pay to
the Executive if the Executive’s employment with the Company
or a Subsidiary of the Company, as defined in Section 5(a),
terminates under one of the circumstances described herein
following a Change in Control (as defined herein).
WHEREAS, the Company and Executive
agree that it is in the best interests of the Company and Executive
to enter into this Agreement to supersede the [(Moquist &
Iacarella) Change in Control Agreement dated
between the Company and Executive] [(Other Executives) 2001
Change of Control Severance Benefit Plan].
NOW THEREFORE, in consideration of
the mutual covenants and conditions herein contained and in further
consideration of services performed and to be performed by the
Executive for the Company, the parties hereto agree as follows:
1. Certain
Definitions . For purposes of this Agreement, the following
terms have the meanings indicated:
(a) Cause. "Cause"
shall mean termination of the Executive by the Company for any of
the following reasons:
(i) Executive is terminated from
employment for willful misconduct that materially injures or causes
a material loss to the Company and a material benefit to Executive
or third parties, as for example, by embezzlement, appropriation of
corporate opportunity, conversion of tangible or intangible
corporate property or the making of agreements with third parties
in which Executive or anyone related to or associated with him has
a direct or indirect interest; the term "Cause" does not include a
termination occasioned by ill-advised good faith judgment or
negligence in connection with the Company’s business; or
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(ii) The determination by the
Company in good faith that Executive has violated paragraph
[(Moquist & Iacarella): 8 (Confidentiality) or 9
(Non-Competition) of the Senior Executive Employment Agreement]
[(Other Executives): 7 (Confidentiality) or 8 (Non-Competition) of
the Employment Agreement for Senior Management].
(b) Change in
Control. A "Change in Control" shall mean:
(i) The acquisition (other than
from the Company directly) by any person, entity or "group", within
the meaning of Section 13(d) or 14(d) of the ’34 Act, of
beneficial ownership (within the meaning of Rule 13d-3
promulgated under the ’34 Act) of 25% or more of the then
outstanding shares of the Company’s common stock; or
(ii) Individuals who, as of the
date hereof, constitute the Board of Directors of the Company (the
"Incumbent Board") cease for any reason to constitute at least a
majority of the Board, provided that any person becoming a director
subsequent to the date hereof whose election, or nomination for
election by the Company’s shareholders, was approved by a
vote of at least a majority of the directors then comprising the
Incumbent Board (other than an election or nomination of an
individual whose initial assumption of office is in connection with
an actual or threatened election contest relating to the election
of the directors of the Company, under Rule 14a-12(c) of
Regulation 14A promulgated under the ’34 Act) shall be,
for purposes of this Agreement, considered as though such person
were a member of the Incumbent Board; or
(iii) Approval by the shareholders
of the Company of (A) a reorganization, merger or
consolidation, in each case, with respect to which persons who were
the shareholders of the Company immediately prior to such
reorganization, merger or consolidation do not, immediately
thereafter, own more than 50% of the combined voting power of the
reorganized, merged or consolidated company’s then
outstanding voting securities entitled to vote generally in the
election of directors of the reorganized, merged or consolidated
company, or (B) a liquidation or dissolution of the Company or
(C) the sale of all or substantially all of the assets of the
Company. If Executive is employed by a Subsidiary, a sale of the
assets, stock or business of the Subsidiary will not, in and of
itself, be considered a "Change in Control" with respect to Raven
Industries, Inc.
(c) Code. "Code"
shall mean the Internal Revenue Code of 1986, as amended.
(d) Constructive
Termination.
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(i) " Constructive
Termination" shall mean:
(a) a material, adverse change of
Executive’s responsibilities, authority, status, position,
offices, titles, or duties; provided , that (1) the fact
that the Company is a subsidiary of an acquirer or a division of an
acquirer, or (2) a change in Executive’s employment from
a Subsidiary to the Company or another Subsidiary shall in either
event not, in and of itself, be considered a material change to the
Employee’s responsibilities, authority, status, position,
offices, titles or duties, and any appropriate change in title
related to such events shall not, in and of itself, be considered a
material change to the Employee’s responsibilities,
authority, status, position, offices, titles or duties;
(b) an adverse change in
Executive’s annual compensation or benefits;
(c) a requirement to relocate in
excess of fifty (50) miles from Executive’s then current
place of employment without Executive’s consent; or
(d) the breach by the Company of
any material provision of this Agreement or failure to fulfill any
other material contractual duties owed to the Executive.
For the purposes of this definition, Executive’s
responsibilities, authority, status, position, offices, titles and
duties are to be determined as of the date of this Agreement.
(ii) Notwithstanding the
provisions of subsection (i) above, no termination by the
Executive will constitute a Constructive Termination unless the
Executive shall have provided written notice to the Company of his
intention to so terminate this Agreement, which notice sets forth
in reasonable detail the conduct that the Executive believes to be
the basis for the Constructive Termination, and the Company will
thereafter have failed to correct such conduct (or commence action
to correct such conduct and diligently pursue such correction to
completion) within 30 days following the Company’s
receipt of such notice.
(e) Date of
Termination.
"Date of Termination" shall mean:
(i) if the Executive voluntarily
terminates his employment with the Company, the date on which the
Executive delivers a Notice of Termination to the Company; or
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(ii) if the Executive’s
employment is terminated by the Company, the date on which the
Company delivers a Notice of Termination to the Executive.
(f) Notice of
Termination. A "Notice of Termination" shall mean a written
notice which shall indicate those specific termination provisions
in this Agreement that are being relied upon. Any termination by
the Company or the Executive shall be communicated by a Notice of
Termination.
(g) ‘34 Act.
"‘ 34 Act" shall mean the Securities Exchange Act of
1934, as amended.
2. Term .
This Agreement shall commence on the date first above written and
shall continue in effect until January 31, 2008. Commencing on
January 3
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