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Exhibit 10(q)
EMPLOYMENT AGREEMENT
This
EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 1st day of
May, 2006 by and between BARRIER SYSTEMS, INC., a California
corporation, with its principal place of business located at 180
River Road, Rio Vista, California 94571 (the "Company") and Owen
Denman, an individual, residing at 9528 Crystal Bay Ln, Elk Grove,
CA (the "Executive"), and, contingent upon the closing of the
transactions contemplated by the Merger Agreement (as defined
below) and as of the Closing Date (as defined in the Merger
Agreement), shall supersede all prior employment, consulting and
compensation agreements or arrangements, if any, between the
Executive and the Company or any of its affiliates (including,
without limitation, that certain Memorandum, dated
February 17, 2004, from Chris Sanders to John Duckett and
Executive regarding incentive compensation).
WITNESSETH :
WHEREAS, Lindsay Manufacturing Co., a Delaware corporation
("Lindsay"), is in the process of acquiring the stock of the
Company pursuant to an Agreement and Plan of Merger, of even date
herewith (the "Merger Agreement"), by and among the Company,
Lindsay, Merger Sub (as defined in the Merger Agreement) and the
Shareholder Representative (as defined in the Merger
Agreement);
WHEREAS, the Executive has been employed by the Company, and the
Company and Lindsay wish for Executive to serve as the President of
the Company for the period provided in this Agreement; and WHEREAS,
in order to induce Lindsay to enter into the Merger Agreement and
in recognition of the consideration to be received by the Executive
in connection with the transactions contemplated thereby, the
Executive is willing to serve in such capacity in the employ of the
Company for such period upon the terms and conditions set forth 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 Error! Reference source not found.
hereof) to the Company during the Term (as hereinafter defined) as
the President of the Company, 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 or Lindsay’s policies, rules and/or
regulations applicable to the employees of the Company, including,
without limitation, the Code of Conduct of Lindsay attached as
Exhibit A hereto; and (iv) discharge his
responsibilities in a diligent and faithful manner, consistent with
sound business practices and in accordance with the
Supervisor’s directives.
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
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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 Lindsay or any of their
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 the Company and Lindsay concerning
conflicts of interest or with the businesses of Lindsay, the
Company or any of their affiliates in any material way.
ARTICLE II
TERM
SECTION 2.1.
Term . Contingent upon the closing of the transactions
contemplated by the Merger Agreement, and beginning on the Closing
Date (as defined in the Merger Agreement), the Executive will be
employed by the Company for a period of three years, unless his
employment is terminated at an earlier date in accordance with
ARTICLE IV (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.
ARTICLE III
COMPENSATION
SECTION 3.1.
Basic Salary . The Company shall pay the Executive salary
for the services to be rendered by him during the Term at the rate
of $210,000 per annum, subject to increase on an annual basis in
the discretion of the President or the Board (the "Salary"). 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 (the
"Bonus"), in the discretion of the Board, 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; provided that, for purposes of
the Executive’s bonus for the fiscal year of the Company
ending August 31, 2006, such objectives are set forth on
Exhibit B hereto. The Executive’s target bonus
shall be 35% of the Salary, subject to change in the discretion of
the Board.
(b) The
Executive shall be eligible to receive annual stock options to
purchase Lindsay stock and/or restricted stock units, in either
case in the discretion of the Board or the committee of the Board
administering the relevant plan.
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.
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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 reasonable
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
Error! Reference source not found. . 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
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