Exhibit 10(f)
RAVEN INDUSTRIES, INC.
SENIOR EXECUTIVE OFFICER
EMPLOYMENT AGREEMENT
AGREEMENT dated as
of February 1, 2004, between RAVEN INDUSTRIES, INC., a South
Dakota corporation (the “Company”), and Thomas
Iacarella, (the “Executive”).
WITNESSETH:
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 seperated 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
2
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.
(c) Until
the last to die of Executive or his spouse, payment of premiums for
long term care insurance for
