Contents:
Employment Agreement with Richard W. Parod
First Amendment to Employment Agreement
Second Amendment to Employment Agreement 
Third Amendment to Employment Agreement
Fourth Amendment to Employment Agreement
Fifth Amendment to Employment Agreement
Sixth Amendment to Employment Agreement
Seventh Amendment to Employment Agreement
Eighth Amendment to Employment Agreement
 
 
 
                               EMPLOYMENT AGREEMENT
 
 
         THIS AGREEMENT is entered into between Richard W. Parod ("PAROD") and
Lindsay 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
               PAROD, LINDSAY 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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<PAGE>   2
 
                    ("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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<PAGE>   3
 
 
                           (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 ("KEIP")
                    -      $250,000 term life insurance policy under KEIP
                    -      Long term disability insurance under KEIP
                    -      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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<PAGE>   4
 
         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. LINDSAY may 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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<PAGE>   5
 
                    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 LINDSAY prior 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.
 
               A.   PAROD 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.
 
               B.   PAROD 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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<PAGE>   6
 
 
               C.   PAROD 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.
 
               E.   PAROD 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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<PAGE>   7
         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
                    LINDSAY may request and on such documents as LINDSAY may
                    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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<PAGE>   8
         8.    Confidentiality.
 
               A.   PAROD 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.
 
               B.   PAROD 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.
 
               C.   PAROD agrees that all such information is a trade secret
                    owned exclusively by LINDSAY which shall at all times be
                    kept confidential.
 
               D.   PAROD 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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<PAGE>   9
 
               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 LINDSAY
               prior 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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<PAGE>   10
 
 
               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 214 East 2nd
               Street, P. O. Box 156, Lindsay, Nebraska, 68644, Attention:
               Chairman of the Compensation Committee, and to PAROD at 7600 E.
               Calle Durango, Anaheim Hills, CA 92808, or to such other address
               as either party so notifies to the other.
 
 
 
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<PAGE>   11
 
 
         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.
 
RICHARD W. PAROD                            LINDSAY MANUFACTURING CO.
 
 
/s/ Richard W. Parod                        BY: /s/ John W. Croghan
- ------------------------------                  -----------------------------
Richard W. Parod                                John W. Croghan
                                                Chairman of the Board
 
 
 
 
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                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
 
         This is the First Amendment to the Employment Agreement ("Agreement")
between Lindsay Manufacturing Co., a Delaware corporation ("LINDSAY") and
Richard W. Parod ("PAROD"), which was entered into on March 8, 2000, and under
which PAROD commenced employment on April 5, 2000.
 
                                       I.
 
         Paragraph 2 of the Agreement is hereby amended to extend the Term of
the Agreement for two additional years, so that, unless terminated at an earlier
date in accordance with Paragraph 4 of the Agreement, the Term shall continue in
effect until the fifth anniversary of the Commencement Date, which will be April
5, 2005.
 
                                       II.
 
         Paragraph 3 G of the Agreement is hereby amended to revise the last
subparagraph thereof to read as follows:
 
                  "Use of an automobile of PAROD's choice owned or leased by
         LINDSAY with a purchase price up to a maximum of $60,000, which PAROD
         may replace at intervals of at least three years."
 
                                      III.
 
         Paragraph 10 of the Agreement is hereby amended to read as follows:
 
                  "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, processor or business of
         LINDSAY, excluding any products, processes or businesses of LINDSAY
         which have projected annual revenues of less than Ten Million Dollars
         ($10,000,000) at the time of his termination of employment."
 
                                       IV.
 
         Paragraph 17 of the Agreement is hereby amended to change the address
for notices to PAROD to: 4204 N. 195th Street, Elkhorn, NE  68022.
 
                                       V.
 
         All other terms and conditions of the Agreement are hereby ratified and
confirmed. All defined terms which are used herein shall have the same meaning
as in the Agreement, except as modified herein.
 
         IN WITNESS WHEREOF, the parties have executed the First Amendment to
the Agreement on May 2, 2003, to be effective as of April 5, 2003.
 
 
                                         By:    /s/ RICHARD W. PAROD
                                                --------------------
                                                Richard W. Parod
 
 
                                         LINDSAY MANUFACTURING CO.
 
 
                                         By:    /s/ MICHAEL N. CHRISTODOLOU
                                                ---------------------------
                                                Michael N. Christodolou
                                                Chairman of the Board
 
 
                                       
 
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                    SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
 
 
         This is the Second Amendment to the Employment Agreement ("Agreement")
between Lindsay Manufacturing Co., a Delaware corporation ("LINDSAY"), and
Richard W. Parod ("PAROD"), which was entered into on March 8, 2000, and under
which PAROD commenced employment on April 5, 2000, and was previously amended on
May 2, 2003.
 
                                       I.
 
         Paragraph 2 of the Agreement is hereby amended to extend the Term of
the Agreement for two additional years, so that, unless terminated at an earlier
date in accordance with Paragraph 4 of the Agreement, the Term shall continue in
effect until April 5, 2007.
 
                                       II.
 
         All other terms and conditions of the Agreement are hereby ratified and
confirmed. All defined terms which are used herein shall have the same meaning
as in the Agreement, except as modified herein.
 
 
         IN WITNESS WHEREOF, the parties have executed this Second Amendment to
the Agreement to be effective on the later date set forth below when the
Agreement has been executed by both parties.
 
 
 
 
RICHARD W. PAROD                            LINDSAY MANUFACTURING CO.
 
 
/s/ Richard W. Parod                        /s/ Michael N. Christodolou
------------------------                    -----------------------------------
Richard W. Parod                            Michael N. Christodolou
                                            Chairman of the Board
Date:  December 22, 2004                    Date:  November 30, 2004
 
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THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

This is the Third Amendment to the Employment Agreement (“Agreement”) between Lindsay Corporation, a Delaware corporation (“LINDSAY”) and Richard W. Parod (“PAROD”), which was entered into on March 8, 2000, and under which PAROD commenced employment on April 5, 2000, and was previously amended on May 2, 2003 and December 22, 2004.

I.

Paragraph 2 of the Agreement is hereby amended to extend the Term of the Agreement for two additional years, so that, unless terminated at an earlier date in accordance with Paragraph 4 of the Agreement, the Term shall continue in effect until April 5, 2009.

II.

Paragraph 3 G of the Agreement is hereby amended to revise the last subparagraph thereof to read as follows:

“Use of an automobile of PAROD’s choice owned or leased by LINDSAY with a purchase price up to a maximum of $70,000, which PAROD may replace at intervals of at least three years.”

III.

Paragraph 10 of the Agreement is hereby amended to read as follows:

 

“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 any business with the products, processes or business of LINDSAY, excluding any products, processes or businesses of LINDSAY which have projected annual revenues of less than Ten Million Dollars ($10,000,000) at the time of his termination of employment.”

IV.

All other terms and conditions of the Agreement are hereby ratified and confirmed. All defined terms which are used herein shall have the same meaning as in the Agreement, except as modified herein.

 


 

IN WITNESS WHEREOF, the parties have executed the Third Amendment to the Agreement to be effective on the later date set forth below when the Agreement has been executed by both parties.

 

 

 

RICHARD W. PAROD

 

LINDSAY CORPORATION

 

 

 

/s/ Richard W. Parod

 

/s/ Michael N. Christodolou

 

 

 

Richard W. Parod

 

Michael N. Christodolou

 

 

Chairman of the Board

Date: March 20, 2007

 

Date: March 16, 2007

 

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EXHIBIT 10.2

FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT

This is the Fourth Amendment to the Employment Agreement (“Agreement”) between Lindsay Corporation, a Delaware corporation (“LINDSAY”) and Richard W. Parod (“PAROD”), which was entered into on March 8, 2000, and under which PAROD commenced employment on April 5, 2000, and was previously amended on May 2, 2003, December 22, 2004, and March 20, 2007.

I.

     Paragraph 22 of the Agreement is hereby added to read as follows:

 

“22. Section 409A. The provisions set forth in Appendix A hereto are hereby added to the Agreement and incorporated by reference therein to comply with Section 409A of the Internal Revenue Code (“Section 409A”).”

II.

All other terms and conditions of the Agreement are hereby ratified and confirmed. All defined terms which are used herein shall have the same meaning as in the Agreement, except as modified herein.

IN WITNESS WHEREOF, the parties have executed the Fourth Amendment to the Agreement to be effective on the later date set forth below when the Agreement has been executed by both parties.

 

 

 

RICHARD W. PAROD

 

LINDSAY CORPORATION

 

 

 

/s/ Richard W. Parod

 

/s/ Michael N. Christodolou

 

 

 

Richard W. Parod

 

Michael N. Christodolou

 

 

Chairman of the Board

Date: December 22, 2008

 

Date: December 15, 2008

 

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APPENDIX A TO
EMPLOYMENT AGREEMENT WITH RICHARD W. PAROD

I.R.C. § 409A

This Appendix A modifies and clarifies certain terms and conditions of the Employment Agreement (“Agreement”) between Lindsay Corporation (“Lindsay” or “Company”) and Richard W. Parod (“Parod” or “Employee”), as amended. The purpose of this Amendment is to comply with Section 409A of the Internal Revenue Code (“Section 409A”).

1. Termination of Employment. To the extent that the Agreement provides for any termination payments to be made or provided to Employee as a result of involuntary termination of employment without cause, Employee will be considered to have experienced a termination of employment when Employee has a “separation from service” within the meaning of Section 409A.

     In general, Employee will have a “separation from service” within the meaning of Section 409 as of the date that the level of bona fide services that Employee is expected to perform permanently decreases to no more than 20% of the average level of bona fide services that Employee performed over the immediately preceding 36-month period.

For these purposes, “services” include services that Employee provides as an employee or as an independent contractor. In addition, in determining whether Employee has experienced a “separation from service,” the Company is obligated to take into account services Employee provides both for it and for any other corporation that is a member of the same “controlled group” of corporations as the Company under Section 414(b) of the Internal Revenue Code or any other trade or business (such as a partnership) which is under common control with the Company as determined under Section 414(c) of the Internal Revenue Code, in each case as modified by Section 409A. In general, this means that the Company will consider services Employee provides to any corporation or other entity in which Lindsay Corporation, directly or indirectly, possesses at least 50% of the total voting power or at least 50% of the total value of the equity interests.

2. Release and Timing of Termination Payments. If Employee is required to deliver a Release to the Company in order to receive termination payments under the Agreement, the Release shall be delivered to Company not later than 30 days following Employee’s “separation from service.” Except as provided in Paragraph 3 below, if a Release is required, Employee’s lump sum termination payment shall be paid in full on the first regular payday following Employee’s “separation from service” after Employee’s right to revoke the Release pursuant to applicable law has lapsed, but in no event later than ninety (90) days following Employee’s “separation from service.”

3. Required Delay in Payment for “Specified Employees”. Each of the payments under the Agreement shall be considered a separate payment for purposes of Section 409A. Notwithstanding any provision to the contrary in this Agreement, if (a) Employee is a “specified employee” within the meaning of Section 409A for the period in which any payment or benefit under this Agreement would otherwise commence or be made, and (b) such payment or benefit under this Agreement would otherwise subject Employee to any tax, interest or penalty imposed under Section 409A if the payment or benefit were to commence or be made within six months of Employee’s termination of employment with the Company, then all such payments or benefits that would otherwise be paid during the first six months after Employee’s “separation from service” within the meaning of Section 409A shall be accumulated and shall be paid on the earlier of (1) the first day which is at least six months after Employee’s “separation from service” within the meaning of Section 409A or (2) the date of Employee’s death.

 

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4. Reimbursements. If Employee is entitled to receive during or following termination of employment any reimbursements that constitute deferred compensation for purposes of Section 409A, (a) any such reimbursements shall be paid no later than the last day of the calendar year following the calendar year in which the related expense was incurred; (b) the amounts eligible for reimbursement in any calendar year shall not affect the amounts eligible for reimbursement in any other calendar year, and (c) the right to reimbursement is not subject to liquidation in exchange for any other payment or benefit.

5. No Liability of Company. Lindsay Corporation shall not be liable to Employee for any taxes, interest or penalties which may be imposed on Employee under Section 409A or corresponding provisions of state laws.

 

 

 

 

 

 

EXHIBIT 10.1

FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT

This is the Fifth Amendment to the Employment Agreement (“Agreement”) between Lindsay Corporation, a Delaware corporation (“LINDSAY”) and Richard W. Parod (“PAROD”), which was entered into on March 8, 2000, and under which PAROD commenced employment on April 5, 2000, and was previously amended on May 2, 2003, December 22, 2004, March 20, 2007, and December 22, 2008.

I.

     Paragraph 2 of the Agreement is hereby amended to extend the Term of the Agreement for two additional years, so that, unless terminated at an earlier date in accordance with Paragraph 4 of the Agreement, the Term shall continue in effect until April 5, 2011.

II.

     Paragraph 4B of the Agreement is hereby amended to read as follows:

“B. Without Cause. LINDSAY may 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 ninety (90) days of such termination, an amount equal to two (2) times PAROD’s annual salary and target bonus in effect on his termination date, subject to PAROD’s execution of a general release (“Release”) in a form to be agreed upon by LINDSAY and PAROD. Such payment shall be a complete 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. For purposes of clarification relating to Section 162(m) of the Internal Revenue Code, PAROD shall not be entitled to receive any pro-rated bonus for the fiscal year of termination of his employment and shall only be entitled to receive the payment provided for in this Paragraph 4B.”

III.

All other terms and conditions of the Agreement are hereby ratified and confirmed. All defined terms which are used herein shall have the same meaning as in the Agreement, except as modified herein.

[Signatures on following page.]

 

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IN WITNESS WHEREOF, the parties have executed the Fifth Amendment to the Agreement to be effective on the later date set forth below when the Agreement has been executed by both parties.

 

 

 

RICHARD W. PAROD

 

LINDSAY CORPORATION

 

 

 

/s/ Richard W. Parod

 

/s/ Michael N. Christodolou

 

 

 

Richard W. Parod

 

Michael N. Christodolou

 

 

Chairman of the Board

Date: January 26, 2009

 

Date: January 26, 2009

 

 

 EX-10.2 3 c57335exv10w2.htm EX-10.2

EXHIBIT 10.2

RESTATED SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT
(EFFECTIVE FEBRUARY 25, 2010)

          This is the Restated Sixth Amendment to the Employment Agreement (“Agreement”) between Lindsay Corporation, a Delaware corporation (“LINDSAY”) and Richard W. Parod (“PAROD”), which was entered into on March 8, 2000, and under which PAROD commenced employment on April 5, 2000, and was previously amended on May 2, 2003, December 22, 2004, March 20, 2007, December 22, 2008 and January 26, 2009.

I.

          Paragraph 3G of the Agreement is hereby amended to revise the last subparagraph thereof to read as follows:

“PAROD shall receive a taxable car allowance of $2,000 per month, effective May 1, 2010.”

II.

Paragraph 4B of the Agreement is hereby amended to read as follows:

“B. Without Cause. LINDSAY may 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 ninety (90) days of such termination, an amount equal to 3.2 times PAROD’s annual salary in effect on his termination date, subject to PAROD’s execution of a general release (“Release”) in a form to be agreed upon by LINDSAY and PAROD. Such payment shall be a complete 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. For purposes of clarification relating to Section 162(m) of the Internal Revenue Code, PAROD shall not be entitled to receive any pro-rated bonus for the fiscal year of termination of his employment and shall only be entitled to receive the payment provided for in this Paragraph 4B.”

III.

        All other terms and conditions of the Agreement are hereby ratified and confirmed. All defined terms which are used herein shall have the same meaning as in the Agreement, except as modified herein.

[Signatures on following page.]

-1-

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     IN WITNESS WHEREOF, the parties have executed the Restated Sixth Amendment to the Agreement to be effective on the later date set forth below when the Agreement has been executed by both parties.

 

 

 

RICHARD W. PAROD

 

LINDSAY CORPORATION

 

 

 

/s/ Richard W. Parod

 

/s/ Michael N. Christodolou

 

 

 

Richard W. Parod

 

Michael N. Christodolou

 

 

Chairman of the Board

Date: April 5, 2010

 

Date: March 29, 2010

- 2 -

 

 

 

EX-10.1 3 c11829exv10w1.htm EXHIBIT 10.1

EXHIBIT 10.1

SEVENTH AMENDMENT TO EMPLOYMENT AGREEMENT

This is the Seventh Amendment to the Employment Agreement (“Agreement”) between Lindsay Corporation, a Delaware corporation (“LINDSAY”) and Richard W. Parod (“PAROD”), which was entered into on March 8, 2000, and under which PAROD commenced employment on April 5, 2000, and was previously amended on May 2, 2003, December 22, 2004, March 20, 2007, December 22, 2008, January 26, 2009 and February 25, 2010.

I.

Paragraph 2 of the Agreement is hereby amended to extend the Term of the Agreement for two additional years, so that, unless terminated at an earlier date in accordance with Paragraph 4 of the Agreement, the Term shall continue in effect until April 5, 2013.

II.

All other terms and conditions of the Agreement are hereby ratified and confirmed. All defined terms which are used herein shall have the same meaning as in the Agreement, except as modified herein.

IN WITNESS WHEREOF, the parties have executed the Seventh Amendment to the Agreement to be effective on the later date set forth below when the Agreement has been executed by both parties.

 

 

 

 

 

RICHARD W. PAROD

 

LINDSAY CORPORATION

 

 

 

 

 

 

 

/s/ Richard W. Parod

 

Richard W. Parod

 

/s/ Michael N. Christodolou

 

Michael N. Christodolou

 

 

 

 

Chairman of the Board

 

 

 

 

 

 

 

Date: January 31, 2011

 

Date: January 31, 2011

 

 

 

 

 

EX-10.1 2 d446708dex101.htm EX-10.1

Exhibit 10.1

EIGHTH AMENDMENT TO EMPLOYMENT AGREEMENT

This is the Eighth Amendment to the Employment Agreement (“Agreement”) between Lindsay Corporation, a Delaware corporation (“LINDSAY”) and Richard W. Parod (“PAROD”), which was entered into on March 8, 2000, and under which PAROD commenced employment on April 5, 2000, and was previously amended on May 2, 2003, December 22, 2004, March 20, 2007, December 22, 2008, January 26, 2009, February 25, 2010 and January 31, 2011.

I.

Paragraph 2 of the Agreement is hereby amended to extend the Term of the Agreement for two additional years, so that, unless terminated at an earlier date in accordance with Paragraph 4 of the Agreement, the Term shall continue in effect until April 5, 2015.

II.

All other terms and conditions of the Agreement are hereby ratified and confirmed. All defined terms which are used herein shall have the same meaning as in the Agreement, except as modified herein.

IN WITNESS WHEREOF, the parties have executed the Eighth Amendment to the Agreement to be effective on the later date set forth below when the Agreement has been executed by both parties.

 

RICHARD W. PAROD

 

 

 

LINDSAY CORPORATION

/s/ Richard W. Parod

 

 

/s/ Michael N. Christodolou

Richard W. Parod

 

 

Michael N. Christodolou

 

 

Chairman of the Board

Date: November 29, 2012

 

 

Date: November 29, 2012