Exhibit 10.1 to Tennant Company Form 8-K dated January 19, 2006







EXHIBIT 10.1 







TENNANT’S 



LONG-TERM 



INCENTIVE 



PLAN 



(LTIP) 





2006 
















	Tennant Company 	  	Long Term Incentive Plan 
	









	OBJECTIVE  	  	To maximize Economic Profit Improvement. 






	LTIP DESIGN  	  	It is essential for the management team to focus on common goals
and objectives and to work towards the organization’s long-term success. One vehicle to help facilitate this is a Long-Term
Incentive Plan (LTIP). Tennant’s LTIP has been designed to reward: 






	  	1.    Achievement of long-term financial objectives

2.    Improvement in Tennant stock price 






	ECONOMIC
PROFIT (EP)   	  	For the 2006 LTIP, Tennant will be utilizing Economic Profit (EP)
improvement as the primary driver of our business. As a result, objectives are tied directly to EP improvement over the three-year
performance period (2006-2008). 






	  	The primary elements of EP are: 






	  	•   Sales

•   Operating Expenses

     —  Cost of Sales

     —  Selling and Administration Expenses

•   Tax Rates

•   Capital Charge on net assets, including:

     —  Inventories

     —  Receivables

     —  Property, Plant and Equipment 






	  	Payout under the EP element is a function of how well the Company
performs vs. target performance (i.e., actual three-year aggregate EP improvement vs. target EP improvement as shown in Attachment
A). 






	LTIP
Administration   	  	The Management Committee will determine the final amounts of LTIP
Awards to participants, except with respect to Senior Management Team (SMT) members whose awards will be determined by the Board
Compensation Committee. The Board Compensation Committee may exercise negative discretion to reduce the amount of, or eliminate,
an LTIP Award that otherwise would be payable. Such determinations, except in the case of the LTIP Award for the Chief
Executive Officer, shall be made after considering the recommendations of the Chief Executive Officer. 






	  	The Management Committee may impose additional performance
measures or modify performance measures applicable to participants (other than SMT members, whose 
















	Tennant Company 	  	Long Term Incentive Plan 
	









	  	performance measures may be modified by the Board Compensation
Committee), except in the case where the action would result in the loss of an otherwise available exemption under Section 162(m),
if the Committee determines that the performance measures have become unsuitable as a result of certain events. 

































	Tennant Company 	  	Long Term Incentive Plan 
	







DEFINITIONS 



	BASE SALARY  	  	The total base salary of an individual on March 31st of
the first year of the LTI plan performance period. 






	OBJECTIVES 	  	Company goals will be developed, approved, and communicated prior
to the first quarter of the Plan Performance Period. 






	MANAGEMENT
COMMITTEE   	  	The Management Committee will consist of Tennant’s CEO, VP of
HR/Administration and CFO. This Committee has the responsibility for administration of the Plan, including without limitation
adding or modifying performance measures applicable to participants and resolving any issues around Plan interpretation, provided
that the Board Compensation Committee must approve any such actions that affect the members of the Company’s Senior
Management Team. 






	PERFORMANCE
PERIOD   	  	The Performance Period is the three-year period over which the
Actual and Goal EP Growth are measured. 






	MATERIAL
CHANGES  	  	In those instances where there are material changes in the
business (e.g., mergers, acquisitions, divestitures), the Management Committee reserves the right, without limitation, to make
corresponding adjustments to any or all aspects of the Plan (i.e., funding schedules, individual objectives, etc.). The Board
Executive Compensation Committee must approve changes that affect the Senior Management Team.







	AWARD
DISTRIBUTION   	  	Normally, payouts will occur near mid-March, following the end of
the performance period. 






	TERMINATION 	  	Should a participant’s employment terminate prior to the end
of the Plan Performance Period for any reason other than retirement, death, or disability (as defined by the 1998 Management
Incentive Plan) the participant will not be entitled to an incentive payment. 






	  	If  a participant’s employment with the Company
terminates by reason of retirement, death, or disability, a prorated payment will be made within 90 days following the end of the
performance period, based upon the time the participant served during the performance period. The final award will be based on the
performance over the entire performance period. 






	CHANGE IN JOB
WITHIN THE
COMPANY   	  	A participant who changes jobs but is not eligible for this Plan
in the future retains the right to payment under this Plan for any performance periods that have already begun. 

















	Tennant Company 	  	Long Term Incentive Plan 
	








DEFINITIONS (Cont’d) 



	EMPLOYMENT
AT WILL  	  	Participation in the Incentive Plan does not constitute a
guarantee of continued employment to individuals in the Plan. Employment with the Company remains “at will,” which means
that all aspects of the job, including employment by the Company, may be changed or terminated by the Company at any time with or
without cause. Likewise, the individual may terminate employment with Tennant. 






	PLAN
INTERPRETATION
AND
IMPLEMENTATION  	  	The Company reserves the right, without limitation, to interpret
and implement this Plan in accordance with the ____________ Plan. Interpretations of this Plan are generally made by the
Management Committee. 








	Participant Signature  	  	   
	  	   
Date 







	Manager Signature  	  	   
	  	   
Date 







	SLT Member Signature  	  	   
	  	   
Date