RAVEN INDUSTRIES, INC.
SENIOR EXECUTIVE OFFICER
EMPLOYMENT AGREEMENT
AGREEMENT dated as
of February 1, 2009, between RAVEN INDUSTRIES, INC., a South
Dakota corporation (the “Company”), and Daniel A.
Rykhus, (the “Executive”).
WHEREAS ,
the Board of Directors of the Company (the “Board”)
recognizes that Executive’s contribution to the growth and
success of the Company and its subsidiaries has been substantial;
and
WHEREAS ,
the Board has determined that it is appropriate to memorialize in
writing the terms and conditions of Executive’s employment
and Executive’s entitlement to certain benefits upon his
retirement;
NOW
THEREFORE , in consideration of the mutual covenants and
conditions herein contained and in further consideration of
services performed and to be performed by Executive for the
Company, the parties agree as follows:
1.
Employment . Executive shall continue in the employ of the
Company in a senior executive capacity, with such duties, powers
and authority as are assigned to Executive from time to time by the
Board.
2.
Term . This Agreement shall commence on the date first above
written and, except as otherwise provided in paragraph 7, shall
continue in effect until terminated by either the Company or
Executive on 30 days’ advance written notice, either
with or without any reason. Except for such 30-day notice
requirement, nothing contained in this Agreement shall affect the
Company’s ability to terminate Executive’s employment
with or without any reason notwithstanding the preceding.
Termination of this Agreement shall not terminate Executive’s
benefits or the Executive’s right to benefits under paragraph
4 or 5 if, at the date of termination, Executive has either
(I) attained age 65 or (ii) the sum of Executive’s
age (as of his nearest birthday) and years of service with the
company (to the nearest whole year) equal 80 or more.
3.
Compensation . As full compensation for his services under
this Agreement, Executive shall receive such Compensation as
determined by the Board, and Executive shall be eligible for such
fringe benefits as are provided generally to all senior executive
officers of the Company. The fringe benefits provided at the date
of this Agreement are listed on Schedule A, attached hereto
and made a part hereof. The Company may change or terminate any
fringe benefit from time to time while Executive is employed, so
long as the change affects all senior executive
officers.
4.
Benefits on Termination in Certain Cases . If at the date
Executive terminates employment with the Company, Executive has
either (i) attained age 65 or (ii) the sum of
Executive’s age (as of his nearest birthday) and years of
service with the Company (to the nearest whole year) equal 80 or
more, Executive shall be entitled, at the Company’s expense,
to the following benefits in addition to any retirement benefits to
which Executive may be entitled under any qualified or
non-qualified retirement plan maintained by the Company:
(a) Until
the later to die of Executive or his spouse, continuation of
coverage under the Company’s group hospital, medical and
dental plans (“Medical Plan”) for himself, his spouse
and eligible dependents (“Covered Group”); provided
that if Executive and his spouse are divorced, the benefits for
such spouse shall be discontinued; and further provided that if
such spouse remarries after the death of Executive, such coverage
shall continue for such spouse after the date of remarriage only if
the spouse pays to the Company the group premium for such coverage.
Prior to a member of the Covered Group becoming eligible for
Medicare, the benefits to which that member of the Covered Group is
entitled shall be at least equal to the benefits to which that
member of the Covered Group would have been entitled under the
Medical Plan as if Executive had not separated from service. Upon
eligibility of a member of the Covered Group for Medicare, coverage
provided by Medicare shall be primary and the Medical Plan shall
provide additional benefits such that the total benefits (
i.e ., Medicare and the Medical Plan) are at least equal to
the benefits that members of the Covered Group would have been
entitled under the Medical Plan at Executive’s separation
from service.
(b) Until
the death of the last to die of Executive or his spouse, payment of
uninsured medical expenses (including, but not limited to any
deductibles and coinsurance) for Executive, his spouse and his
eligible dependents up to an annual limit of 10% of
Executive’s highest annual compensation (salary and bonus)
during any one of his last five calendar years of employment;
provided that if Executive and his spouse are divorced, or if such
spouse remarries after the death of Executive, such coverage shall
be discontinued for such spouse. The medical expenses to be covered
and the timing of payment of such medical expenses shall be based
on the terms of the Raven Industries, Inc. Executive Supplemental
Medical Plan as in effect at the date of Executive’s
separation from service. If such plan is not in effect at the date
of Executive’s separation from service and has not been
replaced by a similar plan, medical expenses reimbursed shall be
those expenses that would be deductible under Section 213 of
the Internal Revenue Code of 1986 as in effect at the date of this
Agreement (without regard to any provisions making such expenses
deductible only to the extent they exceed a percentage of adjusted
gross income), and all such expenses shall be paid or reimbursed
within 15 days after presentation of invoices.
5.
Limitation on Amendment or Termination . If for any reason
after the date of Executive’s retirement, Execut
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