Exhibit 10.1
FORM OF
CHANGE IN CONTROL AGREEMENT
AGREEMENT dated as of
December 17, 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
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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
(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.
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(d) Constructive
Termination.
(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 within 90 days of an occurrence as described in
paragraphs 1.(d)(i)(a) — 1.(d)(i)(d) above. The notice will
describe his intention to so terminate this Agreement, which 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.
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(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
(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
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