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Exhibit 10(a)
EMPLOYMENT AGREEMENT
THIS AGREEMENT is entered into between Xxxxxxx X. Xxxxx ("XXXXX") and
Xxxxxxx Manufacturing Co., a Delaware corporation ("LINDSAY") on March 8, 2000
(the foregoing date being referred to herein as the "Execution Date" and being
the date on which LINDSAY executes this Agreement following its execution by
PAROD). PAROD will commence employment hereunder on April 5, 2000 (the
"Commencement Date").
WHEREAS, LINDSAY desires to employ PAROD as its President and Chief
Executive Officer, and in such offices he will be a key employee of LINDSAY and
his talents and services to LINDSAY will be of a special, unique, unusual and
extraordinary character and will be of particular and peculiar benefit and
importance to LINDSAY; and
WHEREAS, LINDSAY desires to obtain assurances that PAROD will become
and remain an employee of LINDSAY and devote his best efforts to such
employment; and
WHEREAS, PAROD desires to obtain assurances of continued employment and
compensation; and
WHEREAS, each party is willing, in consideration of PAROD's employment
with LINDSAY and LINDSAY'S specific commitments, to provide the other with the
desired assurances, and each is willing to enter into and carry out this
Agreement;
NOW, THEREFORE, the parties agree as follows:
1. Employment. Upon the terms set out in this Agreement, LINDSAY
agrees to employ PAROD, and PAROD agrees to be so employed by
LINDSAY, as its President and Chief Executive Officer. PAROD
shall also be appointed to serve as a director of LINDSAY
effective on the Commencement Date.
2. Term. The term ("Term") of PAROD's employment pursuant to this
Agreement will commence on the "Commencement Date" and, unless
terminated at an earlier date in accordance with Paragraph 4 of
this Agreement, shall continue in effect until the third
anniversary of the Commencement Date. The Term may be extended by
mutual written agreement of the parties.
3. Compensation. As compensation for the services to be rendered by
XXXXX, XXXXXXX agrees to provide PAROD with the following:
A. Salary. For each Fiscal Year ending August 31, PAROD shall
receive salary at the minimum annual rate of $300,000, which
amount shall be reviewed annually by the Board of Directors
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("Board") of LINDSAY and may be increased at the sole
discretion of the Board.
B. Bonuses. For each complete Fiscal Year during the Term,
PAROD shall have a target annual incentive bonus equal to
60% of his annual salary, with an actual bonus payout which
may range from 0% to 120% of his annual salary based on
individual and/or company performance. The Compensation
Committee of the Board ("Compensation Committee") will
establish an annual incentive plan ("AIP") for each Fiscal
Year which will be used to determine PAROD's annual bonus;
and the individual and company goals and guidelines for
calculating bonuses payable under the AIP shall be subject
to review and approval by the Compensation Committee. PAROD
shall be entitled to receive a guaranteed, pro-rated bonus
equal to 60% of his salary for the period from the
Commencement Date through August 31, 2000.
C. Sign-On Bonus. PAROD shall be paid a sign-on bonus of
$75,000 as soon as practicable after the Commencement Date.
D. Stock Options. PAROD shall be entitled to receive stock
options on common shares in the amount and upon the terms
and conditions which are described herein and which are
reflected in the forms of stock option agreements which are
attached as Appendix A hereto. On the Execution Date PAROD
shall receive initial grants as follows:
(i) 300,000 non-qualified stock options with an exercise
price equal to the closing price on the Execution
Date, which will have a ten year term from the
Execution Date and will vest in five equal annual
installments beginning on the first anniversary of
the Commencement Date.
(ii) 50,000 performance-accelerated non-qualified stock
options with an exercise price equal to the closing
price on the Execution Date, which will have a ten
year term from the Execution Date and will become
exercisable as follows:
(a) 100% of the total option shares on or after the
first day following completion of a period of twenty
(20) consecutive business days on which the fair
market value exceeds $40 per share, but only where
such period is completed prior to the fifth (5th)
anniversary of the Commencement Date, or
(b) 100% of the total option shares on or after the
ninth
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(9th) anniversary of the Commencement Date.
After the third anniversary of the Commencement Date, the
Compensation Committee, in its sole discretion, may grant
additional stock options to PAROD, which may contain such
terms as it deems appropriate.
E. Vacation. PAROD shall be entitled to four weeks of vacation
for each complete Fiscal Year during the Term.
F. Other Benefits. PAROD shall also be entitled to receive
other fringe benefits and to participate in other employee
benefit programs of LINDSAY for which his participation (and
the terms and conditions thereof) is approved from time to
time by the Compensation Committee. Such other benefits
currently include the following:
- Basic medical and life insurance
- Annual physical exam under the Key Employee Incentive
Plan ("XXXX")
- $250,000 term life insurance policy under XXXX
- Xxxx term disability insurance under XXXX
- 401(k) and Profit Sharing Plan
- Directors and officers liability insurance
G. Special Benefits. PAROD shall be entitled to the following
special benefits:
- Reimbursement for moving and relocation expenses from
California to Nebraska, with a tax gross-up to cover all
taxes
- Reimbursement for a furnished apartment in Columbus,
Nebraska for up to six months from the Commencement Date,
with a tax gross-up to cover all taxes
- Reimbursement for commuting expenses for PAROD and his wife
for coach air travel between California and Nebraska during
the first twelve months after the Commencement Date, limited
to an aggregate maximum reimbursement of $25,000 plus a tax
gross-up to cover all taxes
- Use of an automobile of PAROD's choice owned or leased by
LINDSAY with a purchase price up to a maximum of $50,000
Reimbursement of the foregoing expenditures shall be subject to
PAROD furnishing LINDSAY with appropriate receipts to evidence
the expenditure.
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4. Termination.
A. For Cause.
1. Defined. PAROD may be terminated by LINDSAY for
Cause if:
a. he commits a breach of his fiduciary duty of
loyalty to LINDSAY; or
b. he commits acts or omissions regarding LINDSAY's
business which are not in good faith or which involve
intentional misconduct, dishonesty, or a knowing
violation of the law; or
c. he engages in any transaction involving LINDSAY
from which he gains an improper personal benefit,
which is not agreed to by the Board of Directors of
LINDSAY in advance of the transaction; or
d. he refuses to perform any of the material duties
assigned to him; or
e. he breaches the provisions of this Agreement.
2. Procedure. Prior to such termination for Cause,
LINDSAY shall notify PAROD in writing of its intent
to terminate his employment for Cause, shall state
the effective date of termination, shall state the
reason and give grounds therefor, and shall give
PAROD twenty (20) days after receipt of such notice
to explain his conduct to LINDSAY'S reasonable
satisfaction, after which the termination for Cause
shall be final unless the Board is reasonably
satisfied with his explanation.
3. Consequences. If PAROD is terminated for Cause, he
shall not be entitled to any further compensation or
any bonus for the Fiscal Year in which the
termination takes place, but shall be entitled to
salary earned as of the date of termination.
B. Without Cause. XXXXXXX xxx terminate PAROD's employment at
any time without Cause upon at least two (2) weeks advance
written notice. If LINDSAY does so, then LINDSAY shall pay
PAROD, within thirty (30) days of such termination, an
amount equal to two (2) times PAROD's annual salary and
target bonus in effect on his termination date. Such payment
shall be a complete
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and liquidated payment for damages or claims, if any, which
PAROD may have against LINDSAY due to LINDSAY's termination
of his employment prior to the end of the Term of this
Agreement.
C. Voluntary Termination. If PAROD breaches this Agreement and
terminates his employment with XXXXXXX xxxxx to the end of
the Term of this Agreement other than due to death or
disability (Paragraph 4D), PAROD shall be subject to
Paragraph 11 and shall not be entitled to, and shall not
receive, any further compensation or any bonus for the
Fiscal Year in which the termination takes place.
D. Death or Disability.
(i) If PAROD should die or become disabled and unable to
perform his duties, PAROD's employment shall terminate. In
such event, PAROD will be covered by the death and/or
disability policies LINDSAY shall then have in effect, and
PAROD (or his estate) shall receive a pro-rated target bonus
for the portion of the Fiscal Year prior to the date when he
ceased employment. For purposes of this Agreement, disabled
shall mean PAROD is unable to carry out the requirements and
duties of his current position and would qualify for
payments under LINDSAY's long term disability policy or life
insurance policy.
(ii) In such event, payments from LINDSAY due to PAROD shall
be made within 30 days following his death or disability.
5. Best Efforts, Other Employment, Conflicts of Interest of PAROD.
X. XXXXX agrees that he will at all times, faithfully,
industriously and to the best of his ability, experience and
talents, perform all of the duties that may be required or
requested of and from him pursuant to the express and
implicit terms hereof, to the reasonable satisfaction of
LINDSAY. Such duties shall be rendered at Lindsay, Nebraska,
and at such other place or places agreeable to PAROD within
or without the State of Nebraska as LINDSAY shall in good
faith require or as the interests, needs, business or
opportunities of LINDSAY shall require.
X. XXXXX shall devote his normal and regular business time,
attention, knowledge and skill to the business and interests
of LINDSAY, and LINDSAY shall be entitled to all of the
benefits, profits or other issues arising from or incident
to all work, services and advice of PAROD performed for
LINDSAY.
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X. XXXXX shall have the right to devote such amounts of his
time which are not required for the full and faithful
performance of his duties hereunder to any outside
activities and businesses which are not then being engaged
in by LINDSAY and which shall not otherwise interfere with
the performance of his duties hereunder.
D. Absent prior approval from the Board, PAROD
(i) shall not knowingly make investments in businesses which
do business with or which are competitive with LINDSAY, and
(ii) shall not knowingly engage in any activity which
constitutes a conflict of interest with his employment at
LINDSAY.
X. XXXXX shall advise the Board in advance before making any
commitments to serve on the Board of Directors of any other
company or organization and shall obtain approval from the
Board before making any such commitments during the first
year after the Commencement Date.
6. Business Opportunities. PAROD will make full and prompt written
disclosure to the Board of LINDSAY of any business opportunity of
which he becomes aware and which relates to the business of
LINDSAY or any of its subsidiaries or affiliates.
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7. Inventions.
A. An "Invention" means any new or useful art, discovery,
contribution, finding, or improvement, whether or not
patentable, and all related know-how.
B. "Copyright Works" are materials for which copyright
protection may be obtained, including but not limited to:
literary works, computer programs, artistic works (including
designs, graphs, drawings, blueprints and other works),
recordings, photographs, slides, motion pictures, and
audio-visual works.
C. Upon conception, all Inventions and Copyright Works shall
become the property of LINDSAY, whether or not patent or
copyright applications are filed on the subject matter of
the conception. PAROD will communicate to LINDSAY promptly
and fully all Inventions or suggestions for Inventions
(whether or not patentable) and all Copyright Works made or
conceived by PAROD (whether made or conceived solely by
PAROD or jointly with others) during the period of PAROD's
employment with LINDSAY or in the two years following his
cessation of employment: (a) which correspond to the
business, work or investigations of LINDSAY at the time of
conception, or (b) which result from or are suggested by any
work which PAROD has done or may do for or on behalf of
LINDSAY, or (c) which are developed, tested, improved or
investigated either in part or entirely on time for which
PAROD was paid by LINDSAY or using any resources of LINDSAY.
D. Assign Rights. PAROD will assign to LINDSAY his entire
right, title and interest in all Inventions and Copyright
Works: (a) which relate in any way to the actual or
anticipated business of LINDSAY, or (b) which relate in any
way to the actual or anticipated research or development of
LINDSAY, or (c) which is suggested by or results from any
task assigned to PAROD on behalf of LINDSAY. PAROD also will
execute at any time during or after his employment an
assignment for each such Invention or Copyright Work as
XXXXXXX xxx request and on such documents as XXXXXXX xxx
provide. PAROD will promptly and fully assist LINDSAY during
and subsequent to PAROD's employment in every lawful way
without reimbursement other than his normal compensation as
an employee of LINDSAY and other than a reasonable payment
for time involved in the event his employment with LINDSAY
has terminated, but at the expense of LINDSAY, to obtain for
the benefit of LINDSAY patents, copyrights, mask work
protection or other proprietary rights for Inventions or
Copyright Works.
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8. Confidentiality.
X. XXXXX will not at any time during or after his employment by
LINDSAY, directly or indirectly, divulge, disclose or
communicate to any person, firm or corporation in any manner
whatsoever, other than in the normal course of performing
his duties for LINDSAY, any Confidential Information. While
engaged by LINDSAY, PAROD may only use Confidential
Information for a purpose which is necessary to the carrying
out of PAROD's duties as an employee or director of LINDSAY,
and PAROD may not make use of any Confidential Information
of LINDSAY after he is no longer an employee or director of
LINDSAY.
X. XXXXX agrees that the following shall be considered
Confidential Information: all non-public and internal
information, whether written or otherwise, regarding
LINDSAY's business (or business of any subsidiary or
affiliate of LINDSAY), including but not limited to,
information regarding customers and dealers, customer and
dealer lists, employees, employee salaries, costs, prices,
earnings, financial or cost accounting reports, products,
services, formulae, compositions, machines, equipment,
apparatus, systems, manufacturing procedures, operations,
research, strategic plans, potential acquisitions, new
market and product plans, location plans, prospective and
executed contracts and other business arrangements, and
sources of supply.
X. XXXXX agrees that all such information is a trade secret
owned exclusively by LINDSAY which shall at all times be
kept confidential.
X. XXXXX further agrees that he will, upon termination of his
employment with LINDSAY, return to LINDSAY all books,
records, lists and other written, typed or printed
materials, whether furnished by LINDSAY or prepared by
PAROD, which contain any Confidential Information, and PAROD
agrees that he will neither make nor retain any copies of
such materials after termination of employment.
9. Solicitation of Employees. For a period of two (2) years after he
is no longer employed by LINDSAY, PAROD will not, directly, or
indirectly, either as an individual, proprietor, stockholder,
partner, officer, director, employee or otherwise, solicit any
officer, director, employee or other individual:
A. to leave his or her employment or position with LINDSAY,
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B. to compete with the business of LINDSAY, or
C. to violate the terms of any employment, non-competition or
similar agreement with LINDSAY.
10. Non-Competition. For a period of one (1) year after termination
of his employment with LINDSAY without Cause pursuant to
Paragraph 4B or two (2) years after termination of his employment
with LINDSAY for any other reason, PAROD will not engage or
invest in, work for (directly or indirectly) or contribute his
knowledge to any person or entity, company or work which is
directly competitive in the irrigation business with the
products, processes or business of LINDSAY.
11. Remedies. In the event PAROD's employment shall end with XXXXXXX
xxxxx to the end of the Term provided herein, or in the event
PAROD shall breach Paragraph 9 or 10 of this Agreement or PAROD
or LINDSAY shall otherwise breach this Agreement, PAROD and
LINDSAY shall be subject to any and all of the penalties
contained in, or legal and equitable remedies available to them
resulting from, this Agreement.
12. Remedies; Survival of PAROD's Covenants.
A. Without limiting the rights of LINDSAY to pursue all other
legal and equitable rights available to it for any violation
of the covenants of PAROD herein, it is agreed that: (a) the
services to be rendered by PAROD under this Agreement are of
a special, unique, unusual and extraordinary character which
gives them a peculiar value, and the loss of such services
cannot be reasonably and adequately compensated in damages
in an action at law, and (b) remedies other than injunctive
relief cannot fully compensate LINDSAY for a violation of
Paragraphs 1, 6, 8, 9, 10 or 11 of this Agreement;
accordingly, LINDSAY shall be entitled to injunctive relief
to prevent violations of any of such Paragraphs or
continuing violations thereof.
B. All of PAROD's covenants in and obligations under Paragraphs
7, 8, 9 and 10 of this Agreement shall continue in effect
notwithstanding any termination of PAROD's employment,
whether by LINDSAY or by PAROD, upon expiration of the Term
or otherwise, and whether or not pursuant to the terms of
this Agreement; provided, however, that the covenants in and
obligations under Paragraphs 9 and 10 are limited to time
periods specified therein.
13. Life Insurance. LINDSAY shall have the right, at its own expense
and for its own benefit, to take out life insurance on PAROD in
such amount or
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amounts as it shall see fit, and PAROD agrees to cooperate with
LINDSAY in obtaining such insurance.
14. Designation of Beneficiary. PAROD may, by written instrument
delivered to LINDSAY, designate a beneficiary or beneficiaries to
receive any payments to which he may be entitled under this
Agreement or LINDSAY benefit programs which become payable
following his death, and at any time or from time to time may
change such designated beneficiary by similar written instrument,
and LINDSAY shall be fully protected in making any such payments
to such designated beneficiary. In the event of PAROD'S death
when no such beneficiary designation is in effect, LINDSAY shall
make payment of any amounts to which PAROD was entitled following
PAROD's death to his personal representative, heirs, devisees or
legatees.
15. PAROD Expenses. LINDSAY shall pay PAROD'S reasonable airline
fare, hotel bills, and other necessary and proper expenses when
traveling on or otherwise performing LINDSAY's business, provided
that PAROD furnishes LINDSAY with appropriate supporting
documentation of such expenses.
16. Successor and Assigns; Parties in Interest; Change in Control.
This Agreement shall be binding upon LINDSAY, its successors and
assigns and upon PAROD, his heirs, executors and administrators.
However, if there is a "Change in Control" of LINDSAY (as defined
in Appendix A hereto), and such event shall result in a material
negative change in the role, title, responsibility, benefits, or
compensation of PAROD, then PAROD shall have the option to
terminate his employment with LINDSAY for "Good Reason" within
two (2) years after the Change in Control. If PAROD is terminated
by LINDSAY without Cause or terminates employment for Good Reason
within two (2) years after a Change in Control, he shall be
entitled to receive a pro-rated target bonus for the portion of
the Fiscal Year in which his termination occurs and a lump sum
payment equal to three (3) times his annual salary and target
bonus in effect on his termination date, in lieu of the amount
provided in Paragraph 4B, and such payment shall be a complete
and liquidated payment for damages or claims, if any, which PAROD
may have against LINDSAY.
17. Notices. Notices contemplated by this Agreement shall be in
writing and shall be deemed given when delivered in person or
mailed by first class mail, postage prepaid and return receipt
requested, or by registered mail, to LINDSAY at 000 Xxxx 0xx
Xxxxxx, P. X. Xxx 000, Xxxxxxx, Xxxxxxxx, 00000, Attention:
Chairman of the Compensation Committee, and to PAROD at 0000 X.
Xxxxx Xxxxxxx, Xxxxxxx Xxxxx, XX 00000, or to such other address
as either party so notifies to the other.
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18. Integration, Amendment and Modification.
A. This Agreement contains the entire Agreement between the
parties hereto with respect to the employment contemplated
herein and supersedes all prior negotiations between the
parties relating to PAROD'S employment with LINDSAY.
B. This Agreement can be amended, supplemented or modified by
the parties only by an instrument in writing signed by both
parties.
C. If, in any action before any court or agency legally
empowered to enforce the provisions of this Agreement, any
term, restriction, covenant or promise contained herein is
found to be unreasonable, unlawful or otherwise invalid and
for that reason unenforceable, then such term, restriction,
covenant or promise shall be deemed modified to the extent
necessary to make it enforceable by such court or agency.
19. Headings. The headings in this Agreement are inserted for
convenience or reference only and shall not affect the meaning or
interpretation of this Agreement.
20. Governing Law. This Agreement shall be construed, interpreted and
enforced according to the laws of the State of Nebraska.
21. PAROD Representation. PAROD represents and warrants to LINDSAY
that his execution, delivery and performance of this Agreement do
not and will not conflict with, violate or constitute a breach of
or default under any provision of law or regulation applicable to
him or any provision of any agreement, contract or other
instrument to which he is a party or by which he is otherwise
bound.
IN WITNESS WHEREOF, this Agreement is entered into effective as of the
date set forth above.
XXXXXXX X. XXXXX LINDSAY MANUFACTURING CO.
/s/ Xxxxxxx X. Xxxxx BY: /s/ Xxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxx Xxxx X. Xxxxxxx
Chairman of the Board
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APPENDIX A-1
LINDSAY MANUFACTURING CO.
Nonqualified Stock Options
Granted From Treasury Stock
Agreement with Xxxxxxx X. Xxxxx
Section 1. Date of Grant. This Option is granted on March 8,
2000 (the "Date of Grant") from treasury stock of Lindsay Manufacturing Co. (the
"Company"). This Option is a nonqualified stock option.
Section 2. Option Grant. The Company for valuable consideration,
receipt of which is hereby acknowledged, hereby irrevocably grants to Xxxxxxx X.
Xxxxx ("Optionee") the option to purchase a total of 300,000 shares of the
Company's Common Stock, $1.00 par value ("Common Stock"), at an exercise price
of $14.00 per share. The exercise price is equal to the closing price on the New
York Stock Exchange of the Company's Common Stock on the Date of Grant.
Section 3. Payment. Payment of the option price shall be in (i)
in cash (which may be paid from the sale of shares of Common Stock pursuant to a
cashless exercise program), (ii) by the transfer and delivery to the Company of
shares of Common Stock having a fair market value on the date of exercise of
this Option at least equal to the option price, or (iii) any combination of (i)
and (ii). The Optionee shall also pay in cash the amount of any State and
Federal taxes required to be withheld at the time of issuance of shares
hereunder, or if no such taxes are required to be withheld at the time of such
issuance, shall pay to the Company the amount of such taxes thereafter required
to be withheld.
Section 4. Right to Exercise.
4.1 This Option may not be exercised unless and until the
Optionee shall have been or remained in employment with the Company for 12
months from the date (April 5, 2000) on which he commences employment with the
Company (the "Commencement Date") and may be exercised on the following basis:
20% - 1 year from Commencement Date, April 5, 2001
20% - 2 years from Commencement Date, April 5, 2002
20% - 3 years from Commencement Date, April 5, 2003
20% - 4 years from Commencement Date, April 5, 2004
20% - 5 years from Commencement Date, April 5, 2005
4.2 This Option shall fully vest so that up to 100% of the
shares subject to this Option may be exercised upon a Change in Control of the
Company. A "Change in Control" of the Company shall mean (a) a dissolution or
liquidation of the Company, (b) a sale of substantially all of the assets of the
Company, (c) a merger or combination
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involving the Company after which the owners of Common Stock of the Company
immediately prior to the merger or combination own less than 50% of the
outstanding shares of common stock of the surviving corporation, or (d) the
acquisition of more than 50% of the outstanding shares of Common Stock of the
Company, whether by tender offer or otherwise, by any "person" (as such term is
used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) other
than a trustee or other fiduciary holding securities under an employee benefit
plan of the Company.
Section 5. Termination
5.1 This Option shall expire 10 years after the Date of Grant,
or at such earlier time as is hereinafter prescribed.
5.2 Except following a Change in Control, if prior to a date 12
months after the Date of Grant the Optionee's employment with the Company shall
be terminated for any reason, the Optionee's right to exercise any portion of
this Option shall terminate and all rights hereunder shall cease.
5.3 If, on or after a Change in Control or after 12 months from
the Date of Grant the Optionee's employment with the Company shall be terminated
for any reason other than death, retirement, permanent and total disability or
"Cause", the Optionee shall have the right, during the period ending 60 days
after such termination, to exercise this Option to the extent that it was
exercisable at the date of such termination of employment and shall not have
been exercised.
5.4 If the Optionee shall die at any time after a Change in
Control or after 12 months from the Date of Grant and while in employment with
the Company, the executor or administrator of the estate of the Optionee or the
person or persons to whom this Option shall have been validly transferred by the
executor or the administrator pursuant to will or the laws of descent and
distribution shall have the right, during the period ending one year after the
date of the Optionee's death, to exercise this Option to the extent that it was
exercisable at the date of termination of employment by death and shall not have
been exercised.
5.5 If the Optionee shall retire after attaining age 65 or
become permanently and totally disabled at any time after a Change in Control or
after 12 months from the Date of Grant, the Optionee (or in the case Optionee
becomes mentally incapacitated, his guardian or legal representative) shall have
the right, during a period ending one year after such retirement or disability,
to exercise this Option to the extent that it was exercisable at the date of
termination of employment by retirement or disability and shall not have been
exercised.
5.6 If the Optionee's employment with the Company shall be
terminated by the Company for "Cause" (as such term is defined in Optionee's
employment agreement with the Company which is entered on the Date of Grant (the
"Employment Agreement")), the Optionee's right to exercise this Option shall
immediately terminate and all rights hereunder shall cease.
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5.7 No transfer of this Option by the Optionee by will or the
laws of descent and distribution shall be effective to bind the Company unless
the Company shall have been furnished with written notice thereof and an
authenticated copy of the will and/or such other evidence as the Company may
deem necessary to establish the validity of the transfer and the acceptance by
the transferee or transferees of the terms and conditions of this Option.
Section 6. Antidilution and Miscellaneous Provisions
6.1 The antidilution provisions of Section 5.4 of the Company's
1991 Long-Term Incentive Plan (the "Plan") shall apply to this Option. The
manner of application of these provisions and all adjustments of the number of
shares and exercise price of this Option shall be determined solely by the
Compensation Committee of the Company's Board of Directors.
6.2 In the event of a dissolution or liquidation of the Company
or any merger or combination in which the Company is not a surviving
corporation, Section 5.4(c) of the Plan shall apply. Accordingly, this Option
shall terminate, but the Optionee shall have the right immediately prior to such
event to exercise this Option in whole or in part, to the extent that it shall
not have been exercised, without regard to any vesting restrictions or
installment exercise provisions.
6.3 The provisions of Article XIII of the Plan shall apply to
this Option, including compliance with registration, listing and other legal
requirements.
Section 7. Exercise Procedure
7.1 This Option may be exercised in whole at any time, or in
part from time to time with respect to whole shares only, within the period
permitted for the exercise hereof, and shall be exercised by written notice of
intent to exercise the Option with respect to a specified number of shares
delivered to the Company at its principal office, and payment in full (in the
manner provided in Section 3 hereof) to the Company at said office of the amount
of the Option price for the number of shares of Common Stock with respect to
which the Option is then being exercised. Optionee agrees to advise the Company
within 30 days of the sale of stock which was exercised.
7.2 By executing this Agreement Optionee authorizes the Company
to withhold, or Optionee agrees to pay to the Company, the full amount of all
Federal and State income or other employment taxes applicable to taxable income
resulting from the exercise of this Option.
Section 8. Transferability. This Option is not transferable
except by will or the laws of descent and distribution. During the lifetime of
the Optionee the Option shall be exercisable only by the Optionee, or in the
case Optionee becomes mentally incapacitated, the Option shall be exercisable by
the Optionee's guardian or legal representative.
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Section 9. Rights of Option. Nothing herein contained shall
confer on the Optionee any right with respect to continuation of employment with
the Company, or interfere with the right of the Company to terminate at any time
the employment of the Optionee or, except as to shares actually issued, confer
any rights as a stockholder upon the Optionee.
Section 10. Cancellation of Option and Repayment of Gains
Realized from Option.
10.1 The provisions of Section 10.2 shall apply if Optionee's
employment with the Company is terminated for "Cause" (as such term is defined
in his Employment Agreement) or if, within 12 months after the date of his
termination of employment with the Company for any reason, Optionee engages or
invests in, works for (directly or indirectly) or contributes his knowledge to
any person or entity, company or work which is directly competitive in the
irrigation business with the products, processes or business of the Company or
its subsidiaries. The foregoing events are referred to in Section 10.2 as a
"Covered Event." Notwithstanding the foregoing, this Section 10 shall terminate
and shall cease to apply if Optionee remains in employment with the Company for
five years after the Commencement Date. In its sole discretion, the Board of
Directors of the Company may agree that this Section 10 shall terminate and
cease to apply on an earlier date.
10.2 If a Covered Event occurs, the Optionee's right to exercise
this Option shall immediately terminate to the extent that it shall not yet have
been exercised, and any exercise of this Option which occurred during the period
commencing 12 months before and ending 12 months after Optionee's termination of
employment may be cancelled and rescinded by the Company. Optionee agrees to
return to the Company any shares of Common Stock which he received from any such
exercise of this Option which is cancelled or rescinded ("Cancelled Exercise")
and agrees to repay to the Company the amount of any proceeds received from the
sale or other disposition of any shares of Common Stock which he received from
any such Cancelled Exercise of this Option, provided that Optionee shall be
entitled to deduct or be repaid by the Company the exercise price which he paid
for such shares in the Cancelled Exercise. The Company shall be entitled to
set-off any such payments which are owed to it by the Optionee against any
amounts which it owes to the Optionee.
LINDSAY MANUFACTURING CO.
By:
------------------------------
Xxxxx X. Xxxxx
I have received a copy of LMC Policy No. 14 concerning "Notice of
Confidentiality of Information/Restrictions on "Trading" in Stock" and
understand and agree to comply with said Policy. I have also read carefully and
understand fully the provisions of Section 10 of this Agreement relating to
cancellation of the Option and repayment of
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gains realized from exercise of the Option and sale or other disposition of any
shares of Common Stock which are received therefrom, and I agree to be bound by
these provisions.
OPTIONEE
By:
------------------------------
Xxxxxxx X. Xxxxx
00
17
APPENDIX A-2
LINDSAY MANUFACTURING CO.
Nonqualified Stock Options
Granted From Treasury Stock
Agreement with Xxxxxxx X. Xxxxx
Section 1. Date of Grant. This Option is granted on March 8,
2000 (the "Date of Grant") from treasury stock of Lindsay Manufacturing Co. (the
"Company"). This Option is a nonqualified stock option.
Section 2. Option Grant. The Company for valuable consideration,
receipt of which is hereby acknowledged, hereby irrevocably grants to Xxxxxxx X.
Xxxxx ("Optionee") the option to purchase a total of 50,000 shares of the
Company's Common Stock, $1.00 par value ("Common Stock"), at an exercise price
of $14.00 per share. The exercise price is equal to the closing price on the New
York Stock Exchange of the Company's Common Stock on the Date of Grant.
Section 3. Payment. Payment of the option price shall be in (i)
in cash (which may be paid from the sale of shares of Common Stock pursuant to a
cashless exercise program), (ii) by the transfer and delivery to the Company of
shares of Common Stock having a fair market value on the date of exercise of
this Option at least equal to the option price, or (iii) any combination of (i)
and (ii). The Optionee shall also pay in cash the amount of any State and
Federal taxes required to be withheld at the time of issuance of shares
hereunder, or if no such taxes are required to be withheld at the time of such
issuance, shall pay to the Company the amount of such taxes thereafter required
to be withheld.
Section 4. Right to Exercise.
4.1 This Option may be exercised after Optionee commences
employment with the Company on April 5, 2000 (the "Commencement Date") on the
following basis:
(a) up to 100% of the total Option shares of Common Stock
covered by this Option may be exercised at any time
on or after the first day following completion of a
period of twenty (20) consecutive business days on
which the Fair Market Value of the Company's Common
Stock exceeds $40 per share, but only where such
period is completed prior to the fifth (5th)
anniversary of the Commencement Date while Optionee
remains in employment with the Company, or
(b) up to 100% of the total shares of Common Stock
covered by this Option may be exercised at any time
on or after the ninth
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(9th) anniversary of the Commencement Date, if
Optionee remains in employment with the Company on
such date.
This Option shall fully vest so that up to 100% of the shares subject to this
Option may be exercised upon the occurrence of either of the foregoing events.
4.2 This Option shall fully vest so that up to 100% of the
shares subject to this Option may be exercised upon a Change in Control of the
Company. A "Change in Control" of the Company shall mean (a) a dissolution or
liquidation of the Company, (b) a sale of substantially all of the assets of the
Company, (c) a merger or combination involving the Company after which the
owners of Common Stock of the Company immediately prior to the merger or
combination own less than 50% of the outstanding shares of common stock of the
surviving corporation, or (d) the acquisition of more than 50% of the
outstanding shares of Common Stock of the Company, whether by tender offer or
otherwise, by any "person" (as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934) other than a trustee or other fiduciary
holding securities under an employee benefit plan of the Company.
Section 5. Termination
5.1 This Option shall expire 10 years after the Date of Grant,
or at such earlier time as is hereinafter prescribed.
5.2 Except following a Change in Control, if prior to a date 12
months after the Date of Grant the Optionee's employment with the Company shall
be terminated for any reason, the Optionee's right to exercise any portion of
this Option shall terminate and all rights hereunder shall cease.
5.3 If, on or after a Change in Control or after 12 months from
the Date of Grant the Optionee's employment with the Company shall be terminated
for any reason other than death, retirement, permanent and total disability or
"Cause", the Optionee shall have the right, during the period ending 60 days
after such termination, to exercise this Option to the extent that it was
exercisable at the date of such termination of employment and shall not have
been exercised.
5.4 If the Optionee shall die at any time after a Change in
Control or after 12 months from the Date of Grant and while in employment with
the Company, the executor or administrator of the estate of the Optionee or the
person or persons to whom this Option shall have been validly transferred by the
executor or the administrator pursuant to will or the laws of descent and
distribution shall have the right, during the period ending one year after the
date of the Optionee's death, to exercise this Option to the extent that it was
exercisable at the date of termination of employment by death and shall not have
been exercised.
5.5 If the Optionee shall retire after attaining age 65 or
become permanently and totally disabled at any time after a Change in Control or
after 12 months from the Date of Grant, the Optionee (or in the case Optionee
becomes
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mentally incapacitated, his guardian or legal representative) shall have the
right, during a period ending one year after such retirement or disability, to
exercise this Option to the extent that it was exercisable at the date of
termination of employment by retirement or disability and shall not have been
exercised.
5.6 If the Optionee's employment with the Company shall be
terminated by the Company for "Cause" (as such term is defined in Optionee's
employment agreement with the Company which is entered on the Date of Grant (the
"Employment Agreement")), the Optionee's right to exercise this Option shall
immediately terminate and all rights hereunder shall cease.
5.7 No transfer of this Option by the Optionee by will or the
laws of descent and distribution shall be effective to bind the Company unless
the Company shall have been furnished with written notice thereof and an
authenticated copy of the will and/or such other evidence as the Company may
deem necessary to establish the validity of the transfer and the acceptance by
the transferee or transferees of the terms and conditions of this Option.
Section 6. Antidilution and Miscellaneous Provisions
6.1 The antidilution provisions of Section 5.4 of the Company's
1991 Long-Term Incentive Plan (the "Plan") shall apply to this Option. The
manner of application of these provisions and all adjustments of the number of
shares and exercise price of this Option shall be determined solely by the
Compensation Committee of the Company's Board of Directors.
6.2 In the event of a dissolution or liquidation of the Company
or any merger or combination in which the Company is not a surviving
corporation, Section 5.4(c) of the Plan shall apply. Accordingly, this Option
shall terminate, but the Optionee shall have the right immediately prior to such
event to exercise this Option in whole or in part, to the extent that it shall
not have been exercised, without regard to any vesting restrictions or
installment exercise provisions.
6.3 The provisions of Article XIII of the Plan shall apply to
this Option, including compliance with registration, listing and other legal
requirements.
Section 7. Exercise Procedure
7.1 This Option may be exercised in whole at any time, or in
part from time to time with respect to whole shares only, within the period
permitted for the exercise hereof, and shall be exercised by written notice of
intent to exercise the Option with respect to a specified number of shares
delivered to the Company at its principal office, and payment in full (in the
manner provided in Section 3 hereof) to the Company at said office of the amount
of the Option price for the number of shares of Common Stock with respect to
which the Option is then being exercised. Optionee agrees to advise the Company
within 30 days of the sale of stock which was exercised.
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7.2 By executing this Agreement Optionee authorizes the Company
to withhold, or Optionee agrees to pay to the Company, the full amount of all
Federal and State income or other employment taxes applicable to taxable income
resulting from the exercise of this Option.
Section 8. Transferability. This Option is not transferable
except by will or the laws of descent and distribution. During the lifetime of
the Optionee the Option shall be
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exercisable only by the Optionee, or in the case Optionee becomes mentally
incapacitated, the Option shall be exercisable by the Optionee's guardian or
legal representative.
Section 9. Rights of Optionee. Nothing herein contained shall
confer on the Optionee any right with respect to continuation of employment with
the Company, or interfere with the right of the Company to terminate at any time
the employment of the Optionee or, except as to shares actually issued, confer
any rights as a stockholder upon the Optionee.
Section 10. Cancellation of Option and Repayment of Gains
Realized from Option.
10.1 The provisions of Section 10.2 shall apply if Optionee's
employment with the Company is terminated for "Cause" (as such term is defined
in his Employment Agreement) or if, within 12 months after the date of his
termination of employment with the Company for any reason, Optionee engages or
invests in, works for (directly or indirectly) or contributes his knowledge to
any person or entity, company or work which is directly competitive in the
irrigation business with the products, processes or business of the Company or
its subsidiaries. The foregoing events are referred to in Section 10.2 as a
"Covered Event." Notwithstanding the foregoing, this Section 10 shall terminate
and shall cease to apply if Optionee remains in employment with the Company for
five years after the Commencement Date. In its sole discretion, the Board of
Directors of the Company may agree that this Section 10 shall terminate and
cease to apply on an earlier date.
10.2 If a Covered Event occurs, the Optionee's right to exercise
this Option shall immediately terminate to the extent that it shall not yet have
been exercised, and any exercise of this Option which occurred during the period
commencing 12 months before and ending 12 months after Optionee's termination of
employment may be cancelled and rescinded by the Company. Optionee agrees to
return to the Company any shares of Common Stock which he received from any such
exercise of this Option which is cancelled or rescinded ("Cancelled Exercise")
and agrees to repay to the Company the amount of any proceeds received from the
sale or other disposition of any shares of Common Stock which he received from
any such Cancelled Exercise of this Option, provided that Optionee shall be
entitled to deduct or be repaid by the Company the exercise price which he paid
for such shares in the Cancelled Exercise. The Company shall be entitled to
set-off any such payments which are owed to it by the Optionee against any
amounts which it owes to the Optionee.
LINDSAY MANUFACTURING CO.
By:
-----------------------------
Xxxxx X. Xxxxx
00
00
I have received a copy of LMC Policy No. 14 concerning "Notice of
Confidentiality of Information/Restrictions on "Trading" in Stock" and
understand and agree to comply with said Policy. I have also read carefully and
understand fully the provisions of Section 10 of this Agreement relating to
cancellation of the Option and repayment of gains realized from exercise of the
Option and sale or other disposition of any shares of Common Stock which are
received therefrom, and I agree to be bound by these provisions.
OPTIONEE
By:
-----------------------------
Xxxxxxx X. Xxxxx
00
