This
EMPLOYMENT AGREEMENT (the “Agreement”) is made on the
19 th
day of February 2009 by and between
LINDSAY CORPORATION, a Delaware corporation (the
“Company” or “Lindsay”) and Barry Ruffalo
(the “Executive”).
WHEREAS, the
Executive has been employed by the Company, and the Company and
Executive desire to obtain assurances of continued employment of
Executive for the period provided in this Agreement;
NOW, THEREFORE, in
consideration of the foregoing and the mutual promises and
agreements hereinafter set forth, the Company and the Executive
agree as follows:
ARTICLE I
EMPLOYMENT AND DUTIES
SECTION
1.1. Position and Responsibilities . The Company hereby
employs the Executive to render full-time exclusive services (as
defined in Section 1.3 hereof) to the Company during the Term
(as hereinafter defined), subject to the direction of the President
of Lindsay (the “President”) or such other person as
the President or the Board of Directors of Lindsay (the
“Board”) may designate from time to time (the President
or such other person so designated, the “Supervisor”).
In such capacity and subject to such direction, the Executive shall
(i) devote his full professional time and attention, best
efforts, energy and skills to the services required of him as an
employee of the Company, except for paid time off taken in
accordance with the Company’s policies and practices, and
subject to the Company’s policies pertaining to reasonable
periods of absence due to sickness, personal injury or other
disability; (ii) use his best efforts to promote the interests
of the Company; (iii) comply with all applicable governmental
laws, rules and regulations and with all of the Company’s
policies, rules and/or regulations applicable to the employees of
the Company, including, without limitation, the Code of Business
Conduct and Ethics of the Company as amended from time to time; and
(iv) discharge his responsibilities in a diligent and faithful
manner, consistent with sound business practices and in accordance
with the Supervisor’s directives. As of the date of this
Agreement, the Executive is serving as President — North
America Irrigation of the Company.
SECTION
1.2. Acceptance . The Executive hereby accepts such
employment and agrees to render the services described above in the
manner described above.
SECTION
1.3. Exclusive Service . It is understood and agreed
that the Executive may not engage in other business activities
during the Term, whether or not for profit or other pecuniary
advantage; provided, however, that the Executive may make financial
investments which do not involve his active participation and may
engage in other activities such as participation in charitable,
educational, religious, civic and similar type organizations and
similar types of activities and, with the consent of the President,
may serve as an outside director on the board of directors of other
corporations which are not affiliates or competitors of the Company
or any of its affiliates, all to the extent that such activities do
not
hinder or
interfere with the performance of his duties under this Agreement
or conflict with the policies of Lindsay concerning conflicts of
interest or with the businesses of Lindsay or any of its affiliates
in any material way.
SECTION
2.1. Term . Beginning on the date of this Agreement, the
Executive will be employed by the Company for a period of twelve
(12) months, unless his employment is terminated at an earlier
date in accordance with ARTICLE IV (the “Term”),
provided that on each date thereafter the Term shall automatically
be extended for an additional day, unless the Company notifies
Executive in writing that it does not wish to further extend the
Term. Accordingly, this Agreement shall have a remaining Term of
twelve (12) months from the date when the Company notifies the
Executive in writing that it does not wish to further extend the
Term. Those obligations which by their terms survive the
termination of this Agreement shall not be extinguished by the
expiration of the Term or the termination of this
Agreement.
SECTION
3.1. Basic Salary . As of the date of this Agreement,
the Executive’s annual base salary (“Salary”) is
$255,000. Executive’s Salary may be increased from time to
time based on merit or such other considerations as the
Compensation Committee of the Board (“Compensation
Committee”) may deem appropriate, and prior to a Change in
Control (as defined in Section 4.8 herein) may be reduced as
part of a general across the board Salary reduction that is
applicable to all senior executives with comparable responsibility,
title or stature. The Salary shall be payable in periodic
installments in accordance with the Company’s regular payroll
practices as in effect from time to time.
SECTION
3.2. Bonus; Equity Incentives . In addition to the
Salary:
(a) The
Executive shall be eligible to receive an annual bonus
(“Bonus”), in the discretion of the Compensation
Committee, based on the performance of the Company relative to
financial objectives and the performance of the Executive relative
to personal objectives, in each case as such objectives are set
forth in the Company’s annual management incentive plan. The
Executive’s target Bonus shall be 45% of his Salary, subject
to change in the discretion of the Compensation Committee prior to
a Change in Control.
(b) The
Executive shall be eligible to receive annual performance stock
units, restricted stock units and/or other equity or long-term
incentives, in the discretion of the Compensation
Committee.
SECTION
3.3. Pro-ration and Payment of Taxes . All required
employment taxes, withholding and deductions shall be deducted from
the Salary and the Bonus. If the Executive does not work any full
year or this Agreement has been terminated before the end of any
year, the Salary shall be pro-rated for the period actually
worked.
SECTION
3.4. Benefits . The Executive shall be eligible to
participate in and receive the benefits under any deferred
compensation plan, health, life, accident and disability insurance
plans or programs and any other employee benefit or fringe benefit
plans or arrangements that the Company makes available generally to
other senior executives of the Company, pursuant to the provisions
of such plans or arrangements as in effect from time to
time.
SECTION
3.5. Vacations . The Executive will be entitled to
vacation and sick days in accordance with the policies of the
Company for its employees generally, as in effect from time to
time. Vacation must be taken by the Executive at such time or times
as reasonably approved by the President.
SECTION
3.6. Expenses . The Company shall pay or reimburse the
Executive for all reasonable, ordinary and necessary business
expenses incurred or paid by the Executive during the Term in the
performance of the Executive’s services under this Agreement
in accordance with the applicable policies and procedures of the
Company as in effect from time to time, upon the presentation of
proper expense statements or such other supporting documentation as
the Company may reasonably require.
ARTICLE IV
TERMINATION OF EMPLOYMENT
SECTION
4.1. General . The Executive’s employment may be
terminated by the Company during the Term as provided in this
ARTICLE IV. Upon termination of employment, the Term shall end and
the Executive shall be paid the pro-rated portion of the Salary
accrued but unpaid to the date of his termination. The
Executive’s rights under the Company’s employee benefit
plans shall be determined under the provisions of such plans and/or
applicable law and any payments due under such plans shall be
distributed pursuant to the provisions thereof.
SECTION
4.2. Death or Disability . The Executive’s
employment hereunder shall terminate automatically as of the date
of his death, and the Company may at any time at its option,
exercised by notice to the Executive, terminate his employment for
“disability” (as hereinafter defined). In the event of
termination for death or disability, the Company, subject to the
provisions of Section 4.1, shall have no further obligations
or liabilities to the Executive hereunder. For purposes of this
Agreement, the term “disability” means any physical or
mental illness, disability or incapacity which, in the good faith
determination of the Board, prevents the Executive from performing
the essential functions of his position hereunder for a period of
not less than ninety consecutive days (or for shorter periods
totaling not less than one hundred and twenty days) during any
period of twelve consecutive months.
SECTION
4.3. Cause . The Company may, at any time, at its
option, exercised by notice to the Executive, terminate his
employment for cause when cause exists. In the event of termination
for cause, the Company, subject to the provisions of
Section 4.1, shall have no further obligations or liabilities
to the Executive hereunder. For purposes of this Agreement, the
term “cause” means (i) any conviction of the
Executive for a felony or misdemeanor (other than for minor motor
vehicle offenses or other minor offenses); (ii) any material
breach by the Executive of this Agreement or the willful failure of
the Executive to comply with any lawful directive of the
Supervisor, the President or the Board or any lawful policy of the
Company; or (iii) dishonesty or gross negligence by the
Executive in the performance of his duties hereunder.
SECTION
4.4. Other Than For Cause . The Company may, at any
time, at its option, terminate the employment of the Executive
other than for cause, death or
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