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EXHIBIT 10(g)
EMPLOYMENT AGREEMENT
THIS AGREEMENT is effective the 1st day of September, 1997, and is
between BRUCE C. KARSK ("KARSK") and Lindsay Manufacturing Co., a
Delaware Corporation ("LINDSAY").
WHEREAS, KARSK is a key employee of LINDSAY and his talents and
services to LINDSAY are of special, unique, unusual and extraordinary
character and are of particular and peculiar benefit and importance to
LINDSAY; and
WHEREAS, LINDSAY desires to obtain assurances that KARSK
will remain an employee of LINDSAY and devote his best efforts to such
employment; and
WHEREAS, KARSK desires to obtain assurances of continued
employment and compensation; and
WHEREAS, each party is willing, in consideration of continued
employment with LINDSAY, 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 the Agreement, LINDSAY
agrees to employ KARSK, and KARSK agrees to be so employed by LINDSAY.
2. TERM.
A. Initial Term. The Initial Term of KARSK'S employment with
LINDSAY under this Agreement shall be for three years, commencing
September 1, 1997, and expiring August 31, 2000.
B. Subsequent Term. Prior to August 1, 2000, the parties
are expected to negotiate and agree regarding KARSK'S employment
with LINDSAY for the period after August 31, 2000.
3. COMPENSATION. As compensation for the services to be rendered
KARSK; LINDSAY agrees to provide the following:
A. Salary and Bonus.
1. For the period through August 31, 1998, the salary and
bonus has been agreed as follows:
(a) a Salary at the annual rate established by
Compensation Committee; and
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(b) a discretionary allocation to KARSK'S account
under the Key Employee Incentive Plan ("KEIP"), as in
effect, to be paid out pursuant to that Plan; and
(c) a Bonus depending upon KARSK'S performance and
attainment of goals, as set forth, at LINDSAY's
sole discretion, in a written Bonus arrangement
applicable to the Fiscal Year.
2. On September 1, 1998, the Compensation Committee will
review the salary and bonus of KARSK, and may allow increases in
salary and adjustment in bonus for the Fiscal Year following such
date.
B. Stock Options. Stock options in the amount and terms and conditions
may be granted by the Compensation Committee of the Board of Directors. KARSK
understands that, as of the date of signing this Agreement, there is no
assurance that LINDSAY will grant additional stock options, or that stock
options, if any, would have any value.
C. Other Benefits. Other fringe benefits and applicable employee
benefit programs as LINDSAY may establish from time to time include the
following:
Profit Sharing and 401(k) Program
Vacation
Long Term Disability
Annual Medical Check Up
Life Insurance
Health Insurance
Directors & Officers Liability Insurance
Travel Club Dues
Supplemental Retirement
Restricted Stock
4. TERMINATION.
A. For Cause.
1. Defined. KARSK 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
and 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
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d. he refuses to perform or neglects any of the material
duties assigned to him; or
e. he violates Company Policy concerning notice of
confidentiality of information/restriction on trading in Lindsay
Common Stock; or
f. he breaches the provisions of this Agreement.
2. Procedure. Prior to such termination for cause, LINDSAY shall
notify KARSK in writing of its intent to terminate this Agreement for
cause, shall state the reason and give grounds therefore and shall give
KARSK five working days after receipt of such notice to explain his
conduct. If KARSK fails to explain his conduct to LINDSAY's reasonable
satisfaction, the termination for cause shall be final.
3. If KARSK is terminated for cause, he shall not be entitled to any
further compensation, or any Bonus or KEIP allocation payment that might
otherwise be owed to him even if he worked for the entire Fiscal Year.
B. Without Cause. LINDSAY may terminate this Agreement at any time,
without cause, upon at least two weeks advance written notice. If LINDSAY does
so, then LINDSAY shall pay within thirty (30) days of such termination an
amount equal to the greater of either a. or b. as follows:
a. the balance of the salary due until the end of the term of
the Agreement; plus accrued KEIP allocation amounts; plus any
bonus earned as of date of termination for the Fiscal Year in
which the termination occurs, allocated to the date of
termination; or
b. two and one-half (2 1/2) times average gross compensation
paid to KARSK during the most recent five (5) years. Gross
compensation shall mean salary, KEIP, and any bonus earned for
most recent five (5) years divided by 5
Payment of either a. or b. shall be made regardless of other income or
benefit KARSK may be able to obtain by virtue of the termination. Such payment
shall also be a complete and liquidated payment for damages or claims, if any,
KARSK may have against LINDSAY due to LINDSAY's termination of this Agreement
prior to the end of its term.
C. KARSK'S Voluntary Termination. If KARSK breaches this Agreement and
terminates his employment with LINDSAY, KARSK shall be subject to Paragraphs 11
and 12, shall not be entitled to, and shall not receive, any further
compensation, Bonus or KEIP payments not yet paid at date of termination.
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D. Death or Disability. If KARSK should die or become disabled and
unable to perform his duties, this Agreement shall terminate. In such an
event, KARSK will be covered by the death and disability policies LINDSAY shall
then have in effect, and KARSK (or his estate) shall receive his accrued KEIP
allocation amounts and the Bonus equal to the Bonus he would have received had
he worked for the entire Fiscal Year, apportioned to the time he ceased
employment.
5. Best Efforts, Other Employment, Conflict of Interest of KARSK
A. KARSK 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
within or outside the State of Nebraska, as LINDSAY shall in good faith require
or as the interest, needs, business, or opportunities of LINDSAY shall require.
B. KARSK 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 issue arising from or
incident to all work, services and advice of KARSK perfomed for LINDSAY.
C. KARSK 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 of Directors, KARSK, (i) shall
not make investments in businesses which do business with, or which are
competitive with, LINDSAY, and (ii) shall not engage in any activity which
constitutes a conflict of interest with his employment at LINDSAY.
6. Business Opportunities. KARSK will make full and prompt written disclosure
to 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.
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 limited to: literary
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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. KARSK will communicate to LINDSAY
promptly and fully all Inventions, or suggestions (whether or not patentable),
and all Copyright Works made or conceived by KARSK (whether made or conceived
solely by KARSK or jointly with others) during the period of KARSK'S employment
with LINDSAY or in the three years following 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
KARSK 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 KARSK was paid by LINDSAY or using any resources of LINDSAY.
D. Assign Rights. KARSK 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 on behalf of
LINDSAY. KARSK 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. KARSK will promptly and fully assist
LINDSAY during and subsequent to KARSK'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 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 Work.
8. Confidentiality.
A. KARSK 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, KARSK may only use Confidential Information for a
purpose which is necessary to the carrying out of KARSK'S duties as an employee
or director of LINDSAY, and KARSK may not make use of any Confidential
Information of LINDSAY after he is no longer an employee or director of
LINDSAY.
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B. KARSK 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, customer lists, employees, employee salaries, costs, prices,
earnings, and any financial or cost accounting reports, products,
services, formulae, compositions, machines, equipment, apparatus, systems,
manufacturing procedures, operations, potential acquisitions, new location
plans, prospective and executed contracts and other business arrangements,
and sources of supply.
C. KARSK agrees that all such information is a trade secret owned
exclusively by LINDSAY which shall at all times be kept confidential.
D. KARSK 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 KARSK which contains any Confidential Information and KARSK
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 three (3) years after he
is no longer employed by LINDSAY, KARSK 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 of position with LINDSAY,
B. to compete with the business of LINDSAY,
C. or to violate the terms of any employment, non- competition or
similar agreement with LINDSAY.
10. Non-Competition. For a period of two (2) years after termination
of Employment with LINDSAY, KARSK will not engage in, work for (directly or
indirectly) or contribute his knowledge to any person or entity, company or
work which is directly competitive with the products, processes or business of
LINDSAY.
11. Remedies.
A. In the event KARSK'S employment shall end with LINDSAY prior to
the termination date provided herein, or in the event KARSK shall breach
Paragraph 9 or 10 of this Agreement or otherwise breach this Agreement,
KARSK shall be subject to any and all of the penalties contained in, or
legal and equitable remedies available to LINDSAY resulting from, this
Agreement.
B. In that KARSK is required to enforce any of the rights granted
under this Agreement through litigation or legal action LINDSAY will pay
the costs and expenses of legal council selected by KARSK.
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12. Remedies; Survival of KARSK Covenants.
A. Without limiting the rights of LINDSAY to pursue all other legal
and equitable rights available to them for any violation of the covenants
of herein, it is agreed that: (a) the services to be rendered by KARSK
under this Agreement are of a special, unique, unusual and extraordinary
character which give 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 can not fully compensate
LINDSAY for violation of Paragraphs 1, 6, 7, 8, 9 and 10 of this Agreement;
accordingly, LINDSAY shall be entitled to injunctive relief to prevent
violations of such paragraphs or continuing violations thereof.
B. All of KARSK'S covenants in and obligations under Paragraphs 7,
8, 9 and 10 of this Agreement shall continue in effect notwithstanding any
termination of KARSK'S employment, whether by LINDSAY or by KARSK upon
expiration or otherwise, and whether or not pursuant to the terms of this
Agreement.
13. Life Insurance. LINDSAY shall have the right, at its own expense
and for its own benefit, to take out life insurance on and in such amount or
amounts as it shall see fit, and KARSK agrees to cooperate with LINDSAY in
obtaining such insurance.
14. Designation of Beneficiary. KARSK may, by written instrument
delivered to LINDSAY, designate a beneficiary or beneficiaries to receive any
payments to which he may be entitled under LINDSAY's fringe benefit programs
which become payable following his death, and may at any time or from time to
time change such designated beneficiary by similar written instrument, and
LINDSAY shall be fully protected in making such payments to such designated
beneficiary designation as in effect, LINDSAY shall make payment of any amounts
to which KARSK was entitled following death to his personal representative,
heirs, devises or legatees.
15. KARSK'S Expenses. LINDSAY shall pay reasonable airline fare, hotel
bills and other necessary and proper expenses when traveling on, or otherwise
performing, LINDSAY's business, provided that KARSK furnishes LINDSAY with
appropriate supporting documentation of such expenses.
16. Successors and Assigns; Parties in Interest, Change in Control.
A. This Agreement shall be binding upon LINDSAY, its successors and
assigns and upon KARSK; his heirs, executors and administrators.
B. If a "Change in Control" of LINDSAY takes place through a
change in shareholder ownership, merger, Board of Directors, or other such
event, and it results in a change in title, reduction in benefits or
compensation, or termination of KARSK, KARSK shall be entitled to the same
compensation as provided for in 4b; a,
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plus compensation equal to two and one-half (2 1/2) times his average
gross compensation. Gross compensation shall mean his annual salary plus
bonuses, awarded or earned for the most recent five (5) years divided by
five (5).
17. Notices. Notices comtemplated by this Agreement shall be in
writing and shall be deemed given when delivered in person or mailed
registered first class mail, postage prepaid, to LINDSAY at Route 91,
Lindsay, Nebraska, 68644, Attention: Chairman of the Board and to
KARSK, 3334 34th Street, Columbus, NE, 68601, or to such other address
as the party so notifies to the other.
18. Integration, Amendment and Modification.
A. This Agreement contains the entire agreement between the parties
hereto with respect to the employment contemplated herein, supersedes all
prior negotiations and agreements, both oral and written, between the
parties relating to KARSK'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 such covenants, 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 enforceable by such court or agency.
19. Headings. The headings in this Agreement are inserted for
convenience of 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.
IN WITNESS WHEREOF, this Agreement is entered into effective as of the
date set forth above.
KEY EMPLOYEE LINDSAY MANUFACTURING CO.
BY: BY:
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Bruce C. Karsk Gary D. Parker
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