exv10wxfy



 





Exhibit 10(f)




RAVEN INDUSTRIES, INC.

SENIOR EXECUTIVE OFFICER

EMPLOYMENT AGREEMENT




     AGREEMENT dated as of February 1, 2004, between RAVEN INDUSTRIES, INC., a
South Dakota corporation (the “Company”), and Thomas Iacarella, (the
“Executive”).



WITNESSETH:




     WHEREAS, the Board of Directors of the Company (the “Board”) recognizes
that Executive’s contribution to the growth and success of the Company and its
subsidiaries has been substantial; and



     WHEREAS, the Board has determined that it is appropriate to memorialize in
writing the terms and conditions of Executive’s employment and Executive’s
entitlement to certain benefits upon his retirement;



     NOW THEREFORE, in consideration of the mutual covenants and conditions
herein contained and in further consideration of services performed and to be
performed by Executive for the Company, the parties agree as follows:



          1. Employment. Executive shall continue in the employ of the Company in a
senior executive capacity, with such duties, powers and authority as are
assigned to Executive from time to time by the Board.



          2. Term. This Agreement shall commence on the date first above written
and, except as otherwise provided in paragraph 7, shall continue in effect
until terminated by either the Company or Executive on 30 days’ advance written
notice, either with or without any reason. Except for such 30-day notice
requirement, nothing contained in this Agreement shall affect the Company’s
ability to terminate Executive’s employment with or without any reason
notwithstanding the preceding. Termination of this Agreement shall not
terminate Executive’s benefits or the Executive’s right to benefits under
paragraph 4 or 5 if, at the date of termination, Executive has either (I)
attained age 65 or (ii) the sum of Executive’s age (as of his nearest birthday)
and years of service with the company (to the nearest whole year) equal 80 or
more.



          3. Compensation. As full compensation for his services under this
Agreement, Executive shall receive such Compensation as determined by the
Board, and Executive shall be eligible for such fringe benefits as are provided
generally to all senior executive officers of the



 









 





Company. The fringe benefits provided at the date of this Agreement are
listed on Schedule A, attached hereto and made a part hereof. The Company may
change or terminate any fringe benefit from time to time while Executive is
employed, so long as the change affects all senior executive officers.



          4. Benefits on Termination in Certain Cases. If at the date Executive
terminates employment with the Company, Executive has either (i) attained age
65 or (ii) the sum of Executive’s age (as of his nearest birthday) and years of
service with the Company (to the nearest whole year) equal 80 or more,
Executive shall be entitled, at the Company’s expense, to the following
benefits in addition to any retirement benefits to which Executive may be
entitled under any qualified or non-qualified retirement plan maintained by the
Company:



                    (a) Until the later to die of Executive or his spouse, continuation of
coverage under the Company’s group hospital, medical and dental plans (“Medical
Plan”) for himself, his spouse and eligible dependents (“Covered Group”);
provided that if Executive and his spouse are divorced, the benefits for such
spouse shall be discontinued; and further provided that if such spouse
remarries after the death of Executive, such coverage shall continue for such
spouse after the date of remarriage only if the spouse pays to the Company the
group premium for such coverage. Prior to a member of the Covered Group
becoming eligible for Medicare, the benefits to which that member of the
Covered Group is entitled shall be at least equal to the benefits to which that
member of the Covered Group would have been entitled under the Medical Plan as
if Executive had not seperated from service. Upon eligibility of a member of
the Covered Group for Medicare, coverage provided by Medicare shall be primary
and the Medical Plan shall provide additional benefits such that the total
benefits (i.e., Medicare and the Medical Plan) are at least equal to the
benefits that members of the Covered Group would have been entitled under the
Medical Plan at Executive’s separation from service.



                    (b) Until the death of the last to die of Executive or his spouse, payment
of uninsured medical expenses (including, but not limited to any deductibles
and coinsurance) for Executive, his spouse and his eligible dependents up to an
annual limit of 10% of Executive’s highest annual compensation (salary and
bonus) during any one of his last five calendar years of employment; provided
that if Executive and his spouse are divorced, or if such spouse remarries
after the death of Executive, such coverage shall be discontinued for such
spouse. The medical expenses to be covered and the timing of payment of such
medical expenses shall be based on the terms of the Raven Industries, Inc.
Executive Supplemental Medical Plan as in effect at the date of Executive’s
separation from service. If such plan is not in effect at the date of
Executive’s separation from service and has not been replaced by a similar
plan, medical expenses reimbursed shall be



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those expenses that would be deductible under Section 213 of the Internal
Revenue Code of 1986 as in effect at the date of this Agreement (without regard
to any provisions making such expenses deductible only to the extent they
exceed a percentage of adjusted gross income), and all such expenses shall be
paid or reimbursed within 15 days after presentation of invoices.



                    (c) Until the last to die of Executive or his spouse, payment of premiums
for long term care insurance for the remainder of Executive’s and his spouse’s
lives; provided that if Executive and his spouse are divorced, or Executive’s
spouse remarries after his death, premium payments for such spouse shall be
discontinued.



          5. Limitation on Amendment or Termination. If for any reason after the
date of Executive’s retirement, Executive is not permitted to participate in
any of the plans or programs referred to in paragraph 4, or if any such plans
or programs are amended to provide lesser benefits or are terminated, the
Company, at its sole expense, shall arrange to provide Executive with benefits
substantially similar to those to which Executive would otherwise have been
entitled but for such amendment or termination.



          6. Tax Gross-Up. To the extent that all or any of the payments under
paragraph 4 or 5 made in a calendar year are subject to federal, state, or
local income tax, the Company shall pay to Executive (or his spouse if
Executive is deceased or his estate if he is not survived by a spouse) a
Gross-Up Amount before April 15 of the following year. The term “Gross-Up
Amount” means an amount, after the payment of federal, state and local income
tax on such amount, that is necessary to pay the federal, state and local
income tax on the taxable payments for such calendar year. For purposes of
determining the Gross-Up Amount, Executive shall be considered to pay federal,
state and local income taxes at the highest marginal rate, net of the maximum
reduction in federal income taxes that could be obtained from the deduction of
state and local taxes.



          7. Termination For Cause. Notwithstanding paragraphs 2, 4 and 5, if the
Company discharges Executive “For Cause” (as defined below) the Company shall
not be required to provide 30 days’ advance written notice of termination and
the Company may elect, in its discretion, not to pay the benefits provided
under paragraphs 4 and 5. A discharge shall be considered “For Cause” if
Executive is terminated from employment for willful misconduct that materially
injures or causes a material loss to the Company and a material benefit to
Executive or third parties, as for example, by embezzlement, appropriation of
corporate opportunity, conversion of tangible or intangible corporate property
or the making of agreements with third parties in which Executive or anyone
related to or associated with him has a direct or indirect



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interest. The term “For Cause” does not include a termination occasioned
by ill-advised good faith judgment or negligence in connection with the
Company’s business.



          8. Confidentiality. So long as Executive is employed and thereafter so
long as Executive is entitled to and is receiving the benefits to which he is
entitled under paragraphs 4 and 5, he may not either directly or indirectly,
except in the course of carrying out the business of the Company or as
authorized in writing on behalf of the Company, disclose or communicate to any
person, individual, firm or corporation, any information of any kind concerning
any matters affecting or relating to the business of the Company or any of its
subsidiaries, including without limitation, any of the customers, prices,
sales, manner of operation, plans, trade secrets, processes, financial or other
data of the Company or any of its subsidiaries, without regard to whether any
or all of such information would otherwise be deemed confidential or material.



          9. Non-Competition. So long as Executive is employed and thereafter so
long as Executive is entitled to and is receiving the benefits to which he is
entitled under paragraphs 4 and 5, he may not engage or participate directly or
indirectly, either as principal, agent, employee, employer, consultant,
stockholder, director, co-partner, or any other individual or representative
capacity, in the conduct or management of, or own any stock or other
proprietary interest in, any business that competes with the business of the
Company or any subsidiary of the Company unless he has obtained prior written
consent of the Board, except that Executive shall be free without such consent
to make investments in any publicly-owned company so long as he does not become
a controlling party in such company.



          10. Consequences of Violation of Confidentiality on Non-Compete Provision.
If the Company, in good faith, determines that Executive has violated
paragraph 8 or 9 of this Agreement, then in addition to any remedy the Company
may be entitled at law or in equity, it may discontinue payments under
paragraphs 4 and 5 upon written notice to Executive of the violation of
paragraph 8 or 9.



          11. No Affect on Other Contractual Rights. The provisions of this
Agreement, and any payment provided for hereunder, shall not reduce any amounts
otherwise payable, or in any way diminish Executive’s existing rights, or
rights that would accrue solely as a result of the passage of time, under any
benefit plan, change in control agreement or other contract, plan or
arrangement.



          12. Successors to the Corporation. The Company will require any successor
or assign (whether direct or indirect, by purchase,



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merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company, by agreement in form and substance
satisfactory to Executive, expressly, absolutely and unconditionally to assume
and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such succession or
assignment had taken place. As used in this Agreement, “Company” means Raven
Industries, Inc. and any subsidiary or successor or assign to its business or
assets that otherwise becomes bound by the terms and provisions of this
Agreement by operation of law. In such event, the Company shall pay or shall
cause such employer to pay any amounts owed to Executive pursuant to this
Agreement.



          13. Agreement Binding. This Agreement shall inure to the benefit of and
be enforceable by Executive’s spouse, personal and legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees. If Executive dies while any amounts are still payable to him
hereunder, all such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement to Executive’s spouse, devisee,
legatee, or other designee or, if there is no such designee, to Executive’s
estate.



          14. Notice. For purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or when mailed by United States
registered mail, return receipt requested, postage prepaid, as follows:



          If to the Company:



	 
	Raven Industries, Inc.

	205 East 6th Street

	P.O. Box 5107

	Sioux Falls, SD 57117-5107

	Attention: President








          If to Executive:



	 
	Thomas Iacarella

	P.O. Box 5107

	Sioux Falls, SD 57117-5107








or such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.



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          15. Miscellaneous. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in a writing signed by Executive and such officer of the Company as may be
specifically designated by the Board. No waiver by either party hereto at any
time of any breach by the other party of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provision or conditions at the same or at any
prior or subsequent time. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter of this Agreement have
been made by either party that are not set forth expressly in this Agreement.
This Agreement shall be governed by and construed in accordance with the laws
of the state of South Dakota.



          16. Validity. The invalidity or unenforceability of any provisions of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.



          17. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.



          18. Fees and Expenses. The Company shall pay all fees and expenses
(including reasonable attorney’s fees and costs) that Executive may incur as a
result of the Company’s contesting the validity, enforceability or Executive’s
interpretation of, or determinations under, this Agreement, regardless of
whether the Company is successful in such contest.



     IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.


	 	 	 	 	 
	 	RAVEN INDUSTRIES, INC.

 	 
	 	By:  	                                  /s/ Ronald M. Moquist
 	 
	 	Ronald M. Moquist 	 
	 	President and Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	EXECUTIVE:

 	 
	 	/s/ Thomas Iacarella
 	 
	 	Thomas Iacarella 	 





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