LINDSAY CORPORATION
MANAGEMENT INCENTIVE UMBRELLA PLAN
1.
PURPOSE. The purpose of the Lindsay Corporation Management
Incentive Umbrella Plan (the “Plan”) is to provide
annual or other cash awards based on financial performance criteria
to executive officers that recognize and reward the achievement of
corporate financial performance goals. The executive officers who
participate in this Plan may also receive annual or other cash
awards that are not paid under this Plan which are based on
attaining individual performance objectives that are not measured
based on the financial performance criteria described in this Plan
or are in the nature of discretionary awards. This Plan will only
apply to the portions of annual or other cash awards for executive
officers that are based on financial performance
criteria.
2. EFFECTIVE
DATE OF PLAN. The Plan shall be effective as of
January 26, 2009, upon approval of the Plan by the
stockholders of Lindsay Corporation (the
“Corporation”).
3. PLAN
ADMINISTRATION. The Plan shall be administered by the
Compensation Committee (“Committee”) of the Board of
Directors, which shall consist of two or more members appointed
from time to time by the Board of Directors. Each member of the
Committee shall be an “outside director” within the
meaning of Section 162(m) of the Internal Revenue Code of 1986, as
amended (the “Code”). The Committee shall have full
power and authority, subject to the provisions of the Plan and
applicable law, to: (a) establish, amend, suspend or waive
such rules and regulations and appoint such agents as it deems
necessary or advisable for the proper administration of the Plan,
(b) construe, interpret and administer the Plan and any
instrument or agreement relating to the Plan, and (c) make all
other determinations and take all other actions necessary or
advisable for the administration of the Plan, provided that the
Committee shall have no authority to take any action that would
cause any award to any Participant under this Plan to fail to
qualify as “performance-based compensation” under
Section 162(m) of the Code except as permitted pursuant to
Section 9 hereof. Unless otherwise expressly provided in the
Plan, each determination made and each action taken by the
Committee pursuant to the Plan or any instrument or agreement
relating to the Plan (a) shall be within the sole discretion
of the Committee, (b) may be made at any time, and
(c) shall be final, binding and conclusive for all purposes on
all persons, including, but not limited to, Participants in the
Plan, their legal representatives and beneficiaries and employees
of the Corporation and its subsidiaries.
4.
ELIGIBILITY. The Chief Executive Officer and all other
executive officers of the Corporation and its subsidiaries are
eligible to participate in the Plan, if designated by the
Committee.
5.
AWARDS. Prior to or within 90 days after the
commencement of each fiscal year (the “Plan Year”), the
Committee shall designate the following for annual cash awards
under this Plan:
5.1 The
executive officers who will participate (the
“Participants”) in the Plan for the Plan
Year.
5.2 The
Financial Performance Criteria, as defined herein, which will apply
to awards for the Plan Year.
5.3 The
Performance Goals, as defined herein, to be met for Participants to
earn awards for the Plan Year and a payout matrix or formula for
the Financial Performance Criteria and Performance
Goals.
5.4 The award
will be a bonus payment in an amount calculated based on the
following amounts: (1) a Participant’s annualized base
salary, as determined by the Committee, as of the first, last or
other specified day or pro-rated for the Plan Year, (2) a
specified target award percentage (expressed as a percentage or
fixed by a formula which will determine such percentage) determined
by the Committee to apply to the Participant for the Plan Year, and
(3) the payout matrix or formula for the Financial Performance
Criteria and Performance Goals established by the Committee for the
Plan Year.
5.5 The
Committee may, after the 90th day of the Plan Year, designate
additional executive officers to participate in the Plan for the
Plan Year (also “Participants” for purposes hereof);
provided, however, that: (i) any award earned by any such
Participant for participation for such partial Plan Year will be
pro-rated based on the number of days during the Plan
-1-
Year in which
the Participant participated in the Plan, and (ii) the
Performance Goals for such additional Participants will be
established prior to or before the expiration of 25% of the days
remaining in such partial Plan Year.
5.6 In addition
to annual cash awards, the Committee may also provide other cash
awards under this Plan with performance periods which are longer or
shorter than one Plan Year. The Performance Goals for such other
cash awards shall be established prior to or before the earlier of
(i) the 90th day of the performance period or (ii) the
expiration of 25% of the days in the performance period. Any other
cash awards under the Plan shall satisfy all of the other
requirements to qualify as “performance-based
compensation” under Section 162(m) of the Code.
5.7 Awards
under the Plan shall be paid to the Participants in cash. A
Participant (other than one who is party to an employment agreement
with the Corporation or a subsidiary providing for a partial year
bonus) who terminates employment, either voluntarily or
involuntarily, before the payment date for awards is ineligible for
an award under the Plan, unless otherwise determined by the
Committee in its complete and sole discretion.
6. FINANCIAL
PERFORMANCE CRITERIA. For each Plan Year (or other performance
period), the Committee shall designate one or more of the financial
performance criteria (the “Fi
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