Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 19, 2009, Lindsay Corporation (the "Company") entered into employment agreements with David B. Downing, Barry A. Ruffalo and Timothy J. Paymal relating to their continuing positions as the Company's President - International Division, President - North America Irrigation, and Vice President and Chief Accounting Officer, respectively. In addition, Barrier Systems, Inc., a wholly owned subsidiary of the Company, entered into an amendment of its existing employment agreement with Owen S. Denman relating to his continuing position as the President and Chief Executive Officer - Barrier Systems Inc. The new and amended agreements provide for a term of one year and the automatic extension of that term by one day for each day of employment unless the Company notifies the employee that it does not wish to further extend the term. Accordingly, the agreements will have a remaining term of one year from the date the Company notifies the executive that it does not wish to further extend the term.
The agreements provide for (i) base salaries equal to the current base salaries of the executives ($286,000, $255,000, $239,500 and $175,000 for each of Messrs. Downing, Ruffalo, Denman and Paymal, respectively), and (ii) target bonus percentages equal to the current target bonus percentages for each executive (45%, 45%, 45% and 35% for each of Messrs. Downing, Ruffalo, Denman and Paymal, respectively). The agreements also provide that the executives will be eligible to receive annual long-term equity incentives in the discretion of the Compensation Committee and will be eligible to participate in other insurance and benefit plans generally available to senior executives of the Company.
Each agreement also provides for severance compensation equal to one times (or one-half times with respect to Mr. Paymal) annual base salary (or base salary plus target bonus if termination occurs within one year following a "change in control" (as that term is defined in the agreements)) for each executive if his employment is terminated without "cause" (as that term is defined in each agreement) or if he terminates his employment for "good reason" (as that term is defined in each agreement) within one year following a change in control. Copies of the Employment Agreements for each of Messrs. Downing, Ruffalo and Paymal are filed as Exhibits 10.1, 10.2 and 10.3 hereto. A copy of the Amendment to Employment Agreement for Mr. Denman is filed as Exhibit 10.4 hereto. Item 9.01. Financial Statements and Exhibits
10.1 Employment Agreement, dated February 19, 2009, by and between the Company and David B. Downing

10.2 Employment Agreement, dated February 19, 2009, by and between the Company and Barry A. Ruffalo

10.3 Employment Agreement, dated February 19, 2009, by and between the Company and Timothy J. Paymal

10.4 Amendment to Employment Agreement, dated February 19, 2009, by and between Barrier Systems, Inc., the Company and Owen S. Denman

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