Exhibit 10.5 to Tennant Company Form 10-K for the year ended December 31, 2005







Exhibit 10.5  



TENNANT COMPANY
EXECUTIVE EMPLOYMENT
AGREEMENT





        
          THIS
EXECUTIVE  EMPLOYMENT  AGREEMENT  (this  “Agreement”)  is entered into on ______ __, 2006
by and between  Tennant  Company,  a Minnesota  corporation  (the  “Company”),  and
 *[_________________________]*,  a resident of *[______________]* (“Executive”). 




Recitals  



          A.      
          The Company and Executive are parties to an Amended and Restated Management
          Agreement between them dated as of *[________________, 200_]* (the “Prior
          Agreement”). 



          B.      
          In October 2004, the American Jobs Creation Act of 2004 (the “Act”)
          was enacted, Section 885 of which Act added new provisions to the Internal
          Revenue Code pertaining to deferred compensation. 



          C.      
          The Treasury Department has issued transition guidance, revised transition
          guidance and proposed regulations regarding the deferred compensation provisions
          of the Act, which permit service providers and service recipients a transition
          period to modify existing deferred compensation arrangements to bring them in
          compliance with the Act. 



          D.      
          The parties agree that it is in their mutual best interests to modify and
          clarify the terms and conditions of the Prior Agreement, as set forth in this
          Agreement and in that certain Management Agreement of even date herewith, with
          the full intention of complying with the Act so as to avoid the excise taxes and
          penalties imposed under the Act. 



          E.      
          Executive is a key member of the management of the Company and is expected to
          devote substantial skill and effort to the affairs of the Company, and the
          Company desires to recognize the significant personal contribution that
          Executive makes and is expected to continue to make to further the best
          interests of the Company and its shareholders. 



          F.      
          It is desirable and in the best interests of the Company and its shareholders to
          continue to obtain the benefits of Executive’s services and attention to
          the affairs of the Company. 



          G.      
          It is desirable and in the best interests of the Company and its shareholders to
          protect confidential, proprietary and trade secret information of the Company,
          to prevent unfair competition by former executives of the Company following
          separation of their employment with the Company and to secure cooperation from
          former executives with respect to matters related to their employment with the
          Company. 

















      NOW,
THEREFORE, in consideration of the foregoing premises and the respective agreements of the
Company and Executive set forth below, the Company and Executive, intending to be legally
bound, agree as follows: 



          1.      
          Term.   This Agreement shall commence on the date of this Agreement and
          shall continue in effect until *[December 31, 2008]*. Thereafter, this Agreement
          shall be automatically extended for successive one-year periods, unless either
          party gives written notice to the other party at least 60 days prior to the
          expiration of such period that such party elects not to extend the term. The
          initial term of this Agreement and each successive extension period shall be
          referred to as the “Term” of this Agreement. During the Term, the
          Company shall employ Executive, and Executive shall remain in the employ of the
          Company, upon the terms and conditions set forth in this Agreement, until such
          employment is terminated in accordance with Section 4 below. Following
          expiration of the Term after notice of non-renewal, if Executive then remains
          employed by the Company such continued employment shall be on such terms and
          conditions as may be agreed to from time to time by the parties. 



          2.      
          Position and Duties. 



          (a)    
          Employment with the Company.   During Executive’s employment with the
          Company hereunder, Executive shall initially hold the position of *[title]* and
          shall assume such additional or alternative positions of an executive nature,
          and shall perform such duties and responsibilities associated with such
          positions, as *[the Chief Executive Officer of the Company or the Board]*
          shall assign to Executive from time to time consistent with Executive’s
          qualifications and experience. 



          (b)    
          Performance of Duties and Responsibilities.   Executive shall serve the
          Company faithfully and to the best of Executive’s ability and shall devote
          full working time, attention and efforts to the business of the Company during
          Executive’s employment with the Company. While Executive is employed by the
          Company hereunder, Executive shall not accept other employment with or engage in
          or render services to any other business enterprise, except that Executive may
          participate in charitable activities and personal investment activities to a
          reasonable extent, and Executive may serve as a director of business
          organizations subject to any guidelines for such directorships that may be
          established by the Company from time to time, so long as such activities and
          directorships do not interfere with the performance of Executive’s duties
          and responsibilities to the Company. Executive hereby represents and confirms
          that Executive is under no contractual or legal commitments that would prevent
          Executive from fulfilling Executive’s duties and responsibilities as set
          forth in this Agreement. 



          3.      
          Compensation. 



          (a)    
          Base Salary.   While Executive is employed by the Company hereunder, the
          Company shall pay to Executive on an annual basis such Base Salary as the Board
          and/or the Compensation Committee shall from time to time determine, prorated
          for any partial year of employment, payable in accordance with the
          Company’s normal payroll policies and procedures. At the beginning of each
          fiscal year of Executive’s employment with the Company during the Term, the
          Board and/or the Compensation Committee shall conduct an annual review of
          Executive’s performance and Base Salary to determine whether an adjustment
          to Executive’s Base Salary should be made. In no event shall
          Executive’s Base Salary be decreased in any fiscal year during the Term by
          more than 15% of the Base Salary paid to Executive for the immediately preceding
          fiscal year. 







- 2 - 











          (b)    
          Incentive Compensation.   While Executive is employed by the Company
          hereunder, Executive shall be entitled to participate in the STIP, subject to
          the terms of such plan and as such plan may be amended from time to time. 



          (c)    
          Employee Benefits.   While Executive is employed by the Company hereunder,
          the Company shall provide to Executive and Executive’s dependents such
          medical, dental and life insurance and disability, retirement savings, vacation,
          sick leave and other employee and fringe benefits as are provided from time to
          time by the Company to its senior executives and their dependents, in accordance
          with the general benefits practices of and the eligibility and other terms and
          conditions of the applicable benefit plans and programs of the Company then in
          effect. 



          (d)    
          Expenses.   While Executive is employed by the Company hereunder, the
          Company shall reimburse Executive for all reasonable and necessary out-of-pocket
          business, travel and entertainment expenses incurred by Executive in the
          performance of Executive’s duties and responsibilities hereunder, subject
          to the Company’s normal policies and procedures for expense verification
          and documentation. 



          4.      
          Termination of Employment.   The Executive’s employment with the
          Company hereunder shall terminate and be effective: 



          (a)    
          on the date set forth in a written notice from the Company to Executive of the
          termination of Executive’s employment, which date shall be at least three
          business days following the date of such notice; 



          (b)    
          upon Executive’s abandonment of employment; 



          (c)    
          upon receipt by the Company of written notice from Executive of Executive’s
          resignation; 



          (d)    
          upon Executive’s Disability; or 



          (e)    
          upon Executive’s death. 



Any notice pursuant to Section 4(a)
or 4(c) shall, as applicable, specify whether such termination by the Company is with or
without Cause, or resignation by Executive is with or without Good Reason, and, if with
Cause or Good Reason, shall set forth in reasonable detail the basis therefor. Upon
Termination of Employment, Executive shall receive, in addition to any amounts owed
pursuant to Sections 5 or 6 of this Agreement, any Base Salary, earned and unused vacation
time, and STIP for the preceding year, to the extent such amounts are earned but unpaid as
of the Termination Date, in accordance with the Company’s payroll practices and any
applicable plans or programs. 







- 3 - 











          5.      
          Payments upon Involuntary Termination of Employment.   If
          Executive’s employment terminates during the Term by reason of an
          Involuntary Termination by the Company without Cause, the Company shall provide
          to Executive the benefits set forth in Sections 5(a) and 5(c) below, as
          applicable, subject to the limitations and conditions in Sections 5(b) and 8: 



          (a)    
          Severance Benefits.   If Executive’s employment terminates during the
          Term by reason of an Involuntary Termination by the Company without Cause, then: 



	 	  	(i)     
The Company shall pay to Executive, in accordance with the Company’s regular payroll practices, Executive’s then-current
Base Salary for a period of 12 consecutive months after the Termination Date. 






	 	  	(ii)     
If the Termination Date is any day other than the last day of the STIP plan year, the Company shall pay to Executive the full
amount of the award that would have been payable to Executive under the STIP for such plan year had all performance targets been
met and the Executive remained employed by the Company until the end of the plan year. The payment shall be made no later than the
date awards under the STIP for such plan year are or would have been paid to the participants in the STIP. 






	 	  	(iii)     
If Executive (and/or Executive’s covered dependents) is eligible and properly elects under COBRA to continue group medical
and/or dental insurance coverage, as in place immediately prior to the Termination Date, the Company shall continue to pay the
Company’s portion of any such premiums or costs of coverage for a period of up to 12 months following the Termination Date.
The Company will stop paying its portion of the medical and/or dental insurance premiums, as applicable, prior to the end of the
12-month period if Executive (and Executive’s covered dependents) is no longer eligible for COBRA coverage or is provided
essentially equivalent and no less favorable benefits by a subsequent employer. All Company-provided medical and/or dental
premiums under this Section 5(a)(iii) shall be paid directly to the insurance carrier or other provider. 






	 	  	(iv)     
If Executive is eligible under COBRA to continue group life insurance coverage, as in place immediately prior to the Termination
Date, if any, the Company shall pay to Executive an additional cash payment equal to the Company’s monthly portion of any
such premiums or costs of coverage, as in effect on the Termination Date, times twelve (12). The payment shall be made to
Executive as soon as administratively practicable after the Termination Date. 










- 4 - 











          (b)     
          Limitations.   Notwithstanding anything above to the contrary, the benefits
          payable to Executive under Sections 5(a)(i), (ii) and (iv) shall not exceed two
          times the lesser of: 



	 	  	(i)     
The Code § 401(a)(17) compensation limit for the year in which the Termination Date occurs; or 






	 	  	(ii)     
Executive’s annual compensation (as defined in Treas. Reg. § 1.415-2(d)) for services to the Company for the calendar
year prior to the calendar year in which the Termination Date occurs. 






The Company and Executive intend
these Sections 5(a) and 5(b) to be a “separation pay plan due to involuntary
separation from service” under Prop. Treas. Reg. §1.409A-1(b)(9)(iii) (or
subsequent guidance). The parties further intend that the Company’s payments of
medical and dental premiums or costs under Section 5(a)(iii) will not be considered a
deferral of compensation by application of Prop. Treas. Reg. § 1.409A-1(b)(9)(iv)
(or subsequent guidance).  



     (c)     
Additional Payments.   Any benefits or payments otherwise due under Section 5(a), which were reduced or limited under Section 5(b), shall
be paid to Executive on the later of the payment date specified under Section 5(a) or the first day of the seventh month following
the Termination Date. 



     6.      
Payments in the Case of Other Terminations.   If Executive’s employment terminates during the Term and if
Section 5 does not apply, then Executive shall be entitled to the following, as applicable: 



     (a)     
Death or Disability.   If Executive’s Termination of Employment is due to Executive’s death or Disability, the
Company shall pay to Executive (or Executive’s legal representative), in accordance with the Company’s regular payroll
practices, Executive’s current Base Salary through and including the last day of the calendar month in which the Termination
Date occurs. 



     (b)     
Termination for Good Reason.   If Executive’s Termination of Employment is due to the Executive’s resignation for
Good Reason, then the Company shall provide to Executive the benefits set forth in this Section 6(b), subject to the limitations
and conditions in Section 8: 



		  	(i)      
The Company shall pay to Executive an amount equal to one (1) times Executive’s then-current Base Salary. One-half of this
payment will be paid to Executive on the first day of the seventh month following the Termination Date. The remaining amount shall
be paid to Executive in equal installments for six months thereafter, in accordance with the Company’s regular payroll
practices. 










- 5 - 











	 	  	(ii)     
If the Termination Date is any day other than the last day of the STIP plan year, the Company shall pay to Executive the full
amount of the award that would have been payable to Executive under the STIP for such plan year had all performance targets been
met and Executive remained employed by the Company until the end of the plan year. The payment shall be made on the later of:







	  	  	  	(A)      
The
date awards under the STIP for such plan year are or would have been paid to the
participants in the STIP, or  






	  	 	  	(B)       
The first day of the seventh month following Executive’s Termination Date. 






	 	  	(iii)     
If Executive (and/or Executive’s covered dependents) is eligible and properly elects under COBRA to continue group medical
and/or dental insurance coverage, as in place immediately prior to the Termination Date, the Company shall continue to pay the
Company’s portion of any such premiums or costs of coverage for a period of up to 12 months following the Termination Date.
The Company will stop paying its portion of the medical and/or dental insurance premiums, as applicable, prior to the end of the
12-month period if Executive (and Executive’s covered dependents) is no longer eligible for COBRA coverage or is provided
essentially equivalent and no less favorable benefits by a subsequent employer. All Company-provided medical and/or dental
premiums under this Section 6(b)(iii) shall be paid directly to the insurance carrier or other provider. 






	 	  	(iv)     
If Executive is eligible under COBRA to continue group life insurance coverage, as in place immediately prior to the Termination
Date, if any, the Company shall pay to Executive an additional cash payment equal to the Company’s monthly portion of any
such premiums or costs of coverage, as in effect on the Termination Date, times twelve (12). The payment shall be paid to
Executive on the first day of the seventh month following the Termination Date. 






          7.      
          Other Agreements. 



          (a)     
          Employee Agreement.   At the same time as they sign this Agreement, the
          parties are entering into the Employee Agreement attached hereto as
          Exhibit A. 







- 6 - 











          (b)     
          Management Agreement.   At the same time as they sign this Agreement, the
          parties are entering into the Management Agreement attached hereto as Exhibit B. 



          8.      
          Withholding of Taxes, Other Limitations. 



          (a)     
          Taxes.   All payments to Executive hereunder are subject to withholding of
          income and employment taxes and all other amounts required by law. 



          (b)     
          Offsets.   Notwithstanding any other provision of this Agreement, any
          payments required by Section 5 or Section 6(b) shall be reduced by any severance
          pay that Executive is eligible to receive from the Company, its subsidiaries or
          its successors under any policy, plan or agreement of the Company, other than
          this Agreement, in the event of the Company’s termination of
          Executive’s employment with the Company. 



          (c)     
          Release Requirement.   Notwithstanding any other provision of this
          Agreement, the Company shall not be obligated to make any payments to Executive
          under Sections 5(a), 5(c) or 6(b) hereof unless Executive shall have signed a
          release of claims in favor of the Company in a form to be prescribed by the
          Company, all applicable consideration periods and rescission periods provided by
          law shall have expired and Executive is in strict compliance with the terms of
          this Agreement and the Employee Agreement as of the dates of the payments. 



          (d)     
          Effect of Management Agreement.   Notwithstanding any other provisions of
          this Agreement, if a Termination of Employment occurs during the Transition
          Period (as defined in the Management Agreement), Executive shall not be entitled
          to receive any compensation or benefits under Sections 5(a), 5(c) or 6(b)
          above, but shall be entitled to compensation and benefits, if any, pursuant to
          the Management Agreement. 



          (e)     
          Code Section 409A.   This Agreement is intended to satisfy, or otherwise be
          exempt from, the requirements of Code § 409A(a)(2), (3) and (4), including
          current and future guidance and regulations interpreting such provisions. To the
          extent that any provision of this Agreement fails to satisfy those requirements,
          or fails to be exempt from Code § 409A, the provision shall automatically
          be modified in a manner that, in the good-faith opinion of the Company, brings
          the provisions into compliance with those requirements while preserving as
          closely as possible the original intent of the provision and this Agreement. 



          (f)     
          No Mitigation.   Executive shall not be required to mitigate the amount of
          any payment or other benefit provided for in Section 5 or Section 6 by
          seeking employment with another employer or otherwise; nor shall the amount of
          any payment or other benefit provided for in Section 5 or 6 be reduced by
          any compensation earned by Executive as the result of Executive’s
          subsequent employment by another employer, except as otherwise expressly
          provided in this Agreement. 



          9.      
          Return of Property.   Upon termination of Executive’s employment with
          the Company, Executive shall promptly deliver to the Company any and all Company
          records and any and all Company property in Executive’s possession or under
          Executive’s control, including without limitation manuals, books, blank
          forms, documents, letters, memoranda, notes, notebooks, reports, printouts,
          computer disks, computer tapes, electronic media, source codes, data, tables or
          calculations and all copies thereof, documents that in whole or in part contain
          any trade secrets or confidential, proprietary or other secret information of
          the Company and all copies thereof, and keys, access cards, access codes,
          passwords, credit cards, computers, telephones and other electronic equipment
          belonging to the Company. 







- 7 - 











          10.      
          Directors’ and Officers’ Indemnification; Stock Based
          Compensation.   While Executive is employed by the Company hereunder, the
          Company shall not, without the prior written consent of Executive, amend its
          articles of incorporation or by-laws to prohibit or limit the indemnification
          of, or advances of expenses to, its directors and officers or to impose
          conditions on such indemnification or advances of expenses in addition to those
          provided by law. While Executive is employed by the Company hereunder, the
          Company shall not modify any stock based incentive plan or agreement to which
          Executive is a party (or is subject) to limit or otherwise affect the
          acceleration of vesting or exercisability of stock options of Executive in the
          event of a change in control, the lapse of restrictions on restricted stock of
          Executive in the event of a change in control, or any other acceleration of, or
          increase in benefits under, any stock based benefit in the event of a change in
          control. 



          11.      
          Definitions.   When used in this Agreement with initial capitalized
          letters, the following terms have the meanings indicated below, unless context
          requires otherwise: 



          (a)     
          Base Salary.   “Base Salary” means Executive’s annual base
          salary established by the Board and/or Compensation Committee in accordance with
          Section 3(a). 



          (b)     
          Board.   “Board” means the Board of Directors of the Company. 



          (c)     
          Cause.   “Cause” means: 



	 	  	(i)     
Executive’s material breach of this Agreement, which is not remedied within 30 days after receipt of written notice thereof;







	 	  	(ii)    
an act or acts of dishonesty undertaken by Executive and intended to result in gain or personal enrichment of Executive at the
expense of the Company; 






		  	(iii)    
persistent failure by Executive to perform the duties of Executive’s employment, which failure is demonstrably willful and
deliberate on the part of Executive and constitutes gross neglect of duties by Executive and which is not remedied within 90 days
after receipt of written notice thereof; or 










- 8 - 











	 	  	(iv)    
the indictment or conviction of Executive for a felony if the act or acts constituting the felony are substantially detrimental to
the Company or its reputation. 






          (d)     
          COBRA.   “COBRA” means the benefit continuation provisions under
          the Consolidated Omnibus Budget Reconciliation Act of 1986. For purposes of this
          Agreement, COBRA is deemed to include the group term life insurance continuation
          requirements under Minnesota law. 



          (e)     
          Code.   “Code” means the Internal Revenue Code of 1986, as
          amended. 



          (f)     
          Compensation Committee.   “Compensation Committee” means the
          compensation committee of the Board. 



          (g)     
          Disability.   “Disability” means a continuing condition of
          Executive that has been determined to meet the criteria set forth in the
          Company’s *[Long Term Disability Plan], or similar successor plan, to
          render Executive eligible for long-term disability benefits under said plan,
          whether or not Executive is in fact covered by such plan. The determination
          shall be made by the insurer of the plan or, if Executive is not covered by the
          plan, by the Company in its sole discretion. 



          (h)     
          Employee Agreement.   “Employee Agreement” means the Employee
          Agreement between Executive and the Company of even date herewith and attached
          to this Agreement as Exhibit B. 



          (i)     
          Good Reason.   “Good Reason” means: 



		  	(i)     
the Company’s material breach of this Agreement which is not remedied within 30 days after receipt of written notice thereof;
or 






		  	(ii)     
the assignment to Executive, without Executive’s written consent, of duties and responsibilities that are substantially
inconsistent with, or materially diminish, Executive’s position with the Company other than for Cause or on account of
Disability. 






          (j)     
          Involuntary Termination.   “Involuntary Termination” means a
          Termination of Employment instigated by the Company without the consent or
          agreement of Executive, or which is otherwise considered an involuntary
          separation from service under Code § 409A or guidance thereunder. 



          (k)     
          Management Agreement.   “Management Agreement” means the
          Management Agreement between Executive and the Company of even date herewith and
          attached to this Agreement as Exhibit B. 







- 9 - 











          (l)       
          STIP.   “STIP” means the Company’s Short-Term Incentive
          Plan, as amended, or any successor plan. 



          (m)     
          Termination Date.   “Termination Date” means the date on which
          Executive’s employment by the Company ends, as defined in Section 4. 



          (n)     
          Termination of Employment.   “Termination of Employment” means
          that the common-law employer-employee relationship has ended between Executive
          and the Company (and its affiliates). For purposes of payments under Sections 5
          and 6, the Termination of Employment must also be considered a “separation
          from service” under Code § 409A and the guidance thereunder. 



          12.      
          Successors and Assigns.   This Agreement is binding on and inures to the
          benefit of Executive and Executive’s heirs, legal representatives and
          permitted assigns, and on the Company and its successors and permitted assigns.
          No rights or obligations of Executive or the Company hereunder may be assigned,
          pledged, disposed of or transferred by such party to any other person or entity
          without the prior written consent of the other party. 



          13.      
          Separate Representation.   Executive hereby acknowledges that Executive has
          sought and received independent advice from counsel of Executive’s own
          selection in connection with this Agreement and has not relied to any extent on
          any officer, director or shareholder of, or counsel to, the Company in deciding
          to enter into this Agreement. 



          14.      
          Governing Law.   All matters relating to the interpretation, construction,
          application, validity and enforcement of this Agreement shall be governed by the
          laws of the State of Minnesota without giving effect to any choice or conflict
          of law provision or rule, whether of the State of Minnesota or any other
          jurisdiction, that would cause the application of laws of any jurisdiction other
          than the State of Minnesota. 



          15.      
          Dispute Resolution.   The parties shall endeavor to resolve any dispute
          arising out of or relating to this Agreement, Executive’s employment with
          the Company or the termination of such employment (except for any dispute
          arising under the Management Agreement or the Employee Agreement) (a
          “Dispute”) by mediation and, if such mediation is not successful, by
          final and binding arbitration. Disputes and claims encompassed by this Agreement
          include all applicable federal, state and local employment-related claims,
          whether based on common law (such as breach of contract or defamation) or
          statutes (such as the Americans With Disabilities Act, Title VII of the Civil
          Rights Act of 1964, the Age Discrimination in Employment Act, and the Minnesota
          Human Rights Act). The parties shall first attempt in good faith to resolve any
          Dispute by confidential mediation before a qualified mediator mutually agreed
          upon by the parties. If the Dispute is not resolved by mediation within 45 days
          after initial notice of the Dispute, then the Dispute shall be finally resolved
          by arbitration before a single arbitrator in accordance with the then most
          recent Employment Dispute Resolution Rules of the American Arbitration
          Association. Any mediation or arbitration hereunder shall be conducted in
          Minneapolis, Minnesota. 







- 10 - 











The decision of the arbitrator shall
be final and binding, and any court of competent jurisdiction may enter judgment upon the
award. All fees and expenses of the arbitrator shall be paid by the Company. The
arbitrator shall have the jurisdiction and authority to interpret and apply the provisions
of this Agreement and relevant federal, state and local laws, rules and regulations
insofar as necessary to the determination of the Dispute and to remedy any breaches of the
Agreement or violations of applicable laws, but shall not have jurisdiction or authority
to alter in any way the provisions of this Agreement. The parties hereby agree that this
arbitration provision shall be in lieu of any requirement that either party exhaust such
party’s administrative remedies under federal, state or local law. Executive and the
Company acknowledge and agree that this arbitration provision is beneficial to both
parties because it provides a quick, less expensive and confidential manner of resolving
finally any dispute or claim. All mediation and arbitration proceedings hereunder shall be
confidential and the parties, mediator and arbitrator shall keep confidential the
existence and nature of any Dispute and all related proceedings. Notwithstanding anything
to the contrary provided in this Section 15 and without prejudice to the above
procedures, either party may apply to any court of competent jurisdiction for temporary
injunctive or other provisional judicial relief if in such party’s sole judgment such
action is necessary to avoid irreparable damage or to preserve the status quo until such
time as the arbitration award is rendered or the controversy is otherwise resolved. 



          16.      
          Notices.   All notices hereunder shall be delivered by hand or sent by
          registered or certified mail, return receipt requested, postage prepaid, to the
          party to receive the same at the address set forth with the signature of such
          party hereto or at such other address as may have been furnished to the sender
          by notice hereunder. 



          17.      
          Counterparts.   This Agreement may be executed in counterparts, each of
          which when so executed shall be deemed to be an original, and such counterparts
          shall together constitute but one and the same instrument. 



          18.      
          Entire Agreement.   This Agreement and the documents and instruments
          referred to herein contain the entire understanding of the parties hereto with
          respect to the employment of Executive by the Company. 



          19.      
          Amendments and Waivers.   No provision hereof may be altered, amended,
          modified, waived or discharged in any way whatsoever except by written agreement
          executed by both parties. No delay or failure of either party to insist, in any
          one or more instances, upon performance of any of the terms and conditions of
          this Agreement or to exercise any rights or remedies hereunder shall constitute
          a waiver or a relinquishment of such rights or remedies or any other rights or
          remedies hereunder. 



          20.      
          Severability; Survival.   In the event that any portion of this Agreement
          is held to be invalid or unenforceable for any reason, it is hereby agreed that
          such invalidity or unenforceability shall not affect the other portions of this
          Agreement and that the remaining covenants, terms and conditions or portions
          hereof shall remain in full force and effect, and any court of competent
          jurisdiction or arbitrator, as the case may be, may so modify the objectionable
          provision as to make it valid, reasonable and enforceable. The obligations and
          rights of the parties hereunder that by their terms continue beyond the Term
          shall survive the termination of this Agreement. 







- 11 - 












          21.      
          Replacement of Prior Agreement(s).   This Agreement and the Management
          Agreement replace and supersede all prior Management Agreement(s) between the
          Company and Executive of any nature whatsoever, including without limitation the
          Amended and Restated Management Agreement between them dated as of ____________,
          200_, which agreement(s) shall be of no further force or effect. 



        IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the
date and year first above written. 




	EXECUTIVE 		TENNANT COMPANY
	 
	 		 
	Name:	 		Name:	 
	 
	Address:	 		Title:	 
	 
		 		Address:	 
	 
					 













- 12 - 









      





EXHIBIT A TO
EXECUTIVE EMPLOYMENT
AGREEMENT 






TENNANT COMPANY and
TENNANT SALES AND
SERVICE COMPANY
EMPLOYEE AGREEMENT  






	Employee’s Last Name 	Initial
(Please Print) 	First Name








Tennant and the undersigned Employee
recognize it is important that Tennant protect its rights with respect to its confidential
business and product information, inventions, and customer relationships without unduly
impairing the Employee’s ability to pursue Employee’s profession. Tennant and
the Employee also recognize that Tennant provides valuable training to Employee; entrusts
Employee with confidential information, business relationships, and goodwill; and
compensates Employee to support, develop, administer, maintain, and/or sell Tennant
products. Accordingly, Employee enters into this Agreement in consideration of the
following: (i) Tennant’s offer of employment or continuing employment and the
benefits associated with that employment; (ii) Tennant’s promise of granting
Employee access to confidential information necessary to perform Employee’s duties;
(iii) Tennant’s actual grant to Employee of access to confidential information
necessary to perform the Employee’s duties; (iv) Tennant’s promise to provide
Employee valuable training; (v) Tennant’s actual provision of valuable training to
Employee; (vi) Tennant’s promise to provide Employee access to Tennant’s
business and customer relationships and goodwill; (vii) Tennant’s actual provision to
Employee of access to Tennant’s business and customer relationships and goodwill;
(viii) Tennant’s obligations to the Employee contained in this Agreement; and
(ix)  other consideration, all of which the Employee acknowledges was received and is
sufficient consideration for the promises in this Agreement. 



SECTION 1: DEFINITIONS 



These terms have the following
defined meaning whenever used in this Agreement: 



1.1        COMPETITIVE PRODUCT
means goods, products, product lines or services, and each and every component thereof,
invented, developed, designed, produced, manufactured, marketed, promoted, sold,
supported, serviced, or that are in development or the subject of research by anyone other
than Tennant, that are the same or similar, perform any of the same or similar functions,
may be substituted for, or are intended or used for any of the same purposes as a Tennant
Product. 



1.2        COMPETITIVE
RESEARCH means any research or development of any kind or nature conducted by any
person or entity anyone other than Tennant, including without limitation theoretical and
applied research, which is intended for, or may be useful in, any aspect of the invention,
development, design, production, manufacture, marketing, promotion, sale, support or
service of a Competitive Product. 



1.3        CONFIDENTIAL
INFORMATION means any information relating to Tennant’s business,
including an Invention, formula, pattern, compilation, program, device, method, technique,
or process that the Employee invents, learns, or develops during the course of
Employee’s employment by Tennant that derives independent economic value from not
being generally known, or readily ascertainable by proper means, by other persons can
obtain economic value from its disclosure or use. Confidential Information includes but is
not limited to trade secrets and Inventions and, without limitation, may relate to
research, development, experiments, engineering, product specifications, computer
programs, computer software, hardware configurations, manufacturing processes,
compositions, algorithms, know-how, methods, machines, management systems, strategic
plans, business methods, nonpublic financial information, proprietary and Confidential
Information pertaining to vendors and customers, employee and personnel data, sales
volumes, pricing strategies, sales and marketing plans and strategies, contracts, and
bids. 







- 13 - 












1.4        CONFLICTING
ORGANIZATION means any person (including the Employee) or entity, and any parent,
subsidiary, partner, or affiliate (regardless of its legal form) of any person or entity,
that engages in, or is about to become engaged in, the research, invention, development,
design, production, manufacture, promotion, marketing, sale, support, or service of a
Competitive Product or in Competitive Research. 



1.5        EMPLOYEE means the
individual who signs this Agreement on the line designated for Employee signature.  



1.6        INVENTION(S) means
any and all inventions, discoveries, ideas, processes, writings, works of authorship,
designs, developments and improvements, whether or not protectible under the applicable
patent, trademark, or copyright statutes, invented generated, conceived, or reduced to
practice by the Employee, alone or in conjunction with others, while employed by
Tennant. 



1.7        TENNANT means
Tennant Company and its wholly owned subsidiary, Tennant Sales and Service Company, both
Minnesota corporations with their principal place of business in the State of Minnesota,
and all of their parents, subsidiaries or affiliated corporations, wherever located, and
their successors and assigns, that exist or may exist during all or any portion of the
time this Agreement is in effect. 



1.8        TENNANT CUSTOMER(S)
means any person, entity or institution to whom or to which Employee, or persons under
Employee’s management, direction or supervision, sold, solicited sales, supported,
marketed, serviced, or promoted products or services on behalf of Tennant during the last
eighteen (18) months in which Employee was employed by Tennant. Without limiting the
generality of the foregoing, the term Tennant Customer includes all and each of the
employees, agents or representatives, and any other persons who control, direct or
influence purchasing decisions of any such person, entity or institution. 



1.9        TENNANT PRODUCT(S)
means any goods, products, product lines or services (a) that during the last
eighteen (18) months in which the Employee was employed by Tennant, Employee, or persons
under Employee’s management, direction or supervision, performed research regarding,
invented, designed, developed, marketed, promoted, sold, solicited sales of, supported,
serviced, or provided on behalf of Tennant, or (b) with respect to which Employee at
any time received or otherwise obtained or learned Confidential Information. 



SECTION 2: EMPLOYMENT 



2.1        Employment At-Will.
 Tennant agrees to employ or continue to employ Employee at-will. The
parties agree that either party may terminate Employee’s employment at any time for
any reason. This Agreement is ancillary to at-will employment and does not purport to
include all of the terms of, or supersede, that relationship. Employee agrees that during
the term of this Agreement, Employee may from time-to-time be employed by Tennant or any
one of its subsidiaries or affiliates, and that the Tennant entity employing Employee may
change from time-to-time at the sole discretion of Tennant, without affecting the
validity, binding effect upon Employee, or enforceability of this Agreement or of any of
the terms or conditions hereof. 



2.2        Compensation.
 The compensation, benefits, and other financial terms and
conditions applicable to Employee’s employment at the inception of this Agreement are
set forth in separate documents provided to Employee. Any changes in the compensation and
benefits of Employee after this Agreement becomes effective that take place from
time-to-time shall not terminate or invalidate this Agreement or affect or impair the
validity or enforceability of this Agreement. 



2.3        Duties.
 Employee agrees to diligently, loyally and faithfully perform and discharge the duties
assigned to Employee from time to time, and all duties associated therewith, to engage in
no activities detrimental to Tennant’s interests, to be familiar with Tennant
policies and procedures that relate to Employee’s duties, and to abide by
Tennant’s policies as they exist from time to time, including, without limitation,
Tennant’s policies set forth in its Employee Handbook and Business Ethics Guide, and
Confidential Information. This Agreement continues in force and effect if the
Employee’s duties, title, or place of work change after this Agreement becomes
effective, and any such change shall not terminate or invalidate this Agreement or affect
or impair the validity or enforceability of this Agreement. 







- 14 - 











2.4        Protection of Former
Employer.  Employee agrees not to divulge to, or use for the benefit of Tennant
any proprietary, trade secret, or confidential information of a former employer. 



2.5        No Other Contractual
Obligations.  Employee hereby represents and confirms that Employee has not
made any contractual or legal commitments that would prevent or prohibit Employee
from fulfilling Employee’s duties and responsibilities as set forth in this
Agreement. 



SECTION 3: TRAINING,
CONFIDENTIAL INFORMATION AND GOODWILL 



3.1         Tennant’s
Promises to Employee.  Tennant agrees that: (a) upon commencement of employment it
will provide Employee with valuable training that may include but not be limited to
orientation training, self-study materials and course work, classroom training, on-the-job
training, and other forms of training; (b) it will continue to provide valuable training
to Employee from time to time throughout the course of Employee’s employment; (c)
upon commencement of employment it will provide Employee with Tennant’s valuable
business and customer relationships, goodwill and/or Confidential Information that are
appropriate for Employee’s position, duties, and responsibilities; and (d) it will
continue to provide valuable business and customer relationships, goodwill and/or
Confidential Information from time to time during the course of Employee’s employment
that are appropriate for Employee’s position, duties, and responsibilities. 



3.2        Goodwill.
 Employee acknowledges that Tennant owns the goodwill in Employee’s relationships with
Tennant Customers that Employee maintains or develops in the course and scope of
Employee’s employment by Tennant. If Employee owned goodwill in customer
relationships when Employee commenced employment with Tennant, Employee irrevocably
transfers and assigns any and all such goodwill to Tennant, and Tennant shall become the
owner of such goodwill. 



3.3        Employee’s Use
of Training, Business and Customer Relationships, Goodwill and CONFIDENTIAL
INFORMATION.  Employee agrees that in consideration of the promises made by
Tennant to Employee to provide Employee valuable training, business and customer
relationships, goodwill and/or Confidential Information as set forth above, Employee will
use such valuable training, business and customer relationships, goodwill and/or
Confidential Information only during the course of Employee’s employment by Tennant
and solely and exclusively for the benefit of Tennant. 



3.4        Fiduciary
Duties.  Employee agrees that Employee shall treat all Confidential Information,
training, business relationships, and goodwill entrusted to Employee by Tennant as a
fiduciary, and Employee accepts and undertakes all of the obligations of a fiduciary,
including good faith, trust, confidence and candor, and Employee agrees to use such
training and to maintain, protect, and develop Confidential Information, business
relationships, and goodwill solely and exclusively for the benefit of Tennant. 



3.5        Tennant
Property.  All documents and things provided to Employee by Tennant for use in
connection with Employee’s employment including but not limited to cellular phones,
cellular phone numbers, laptop computers, PDA’s, pagers and other equipment or
created by the Employee in the course and scope of Employee’s employment by Tennant,
are the property of Tennant and shall be held by Employee as a fiduciary on behalf of
Tennant. Upon termination of Employee’s employment, Employee shall promptly, and
without the requirement of a prior demand by Tennant, return to Tennant all such
equipment, documents and things, together with all copies, recordings, abstracts, notes,
reproductions, or electronic versions of any kind made from or about the documents and
things or the information they contain. 







- 15 - 











3.6        Nondisclosure.
 Employee agrees not to use or disclose any Confidential
Information to or for the benefit of any person or entity other than Tennant, either
during or after employment, for as long as the information retains the characteristics
described in Section 1.3. Employee agrees and understands that this provision
prohibits Employee from rendering services to a Conflicting Organization to the extent
that Employee would use, disclose or rely upon Confidential Information or be caused or
required to use, disclose or rely upon Confidential Information during the course of
rendering such services. 



SECTION 4: EMPLOYMENT
RESTRICTIONS 



4.1        Restrictions on
Competition During Employment.  Employee agrees that while employed by Tennant,
Employee will not be directly or indirectly employed or affiliated in any capacity by,
become an independent contractor or consultant for, or perform any services for a
Conflicting Organization in connection with or relating to a Competitive Product or
Competitive Research. 



4.2        Post-Employment
Restrictions on Competition (Non-Sales Employees).   Unless Section 4.3 below
is applicable on the last day Employee is employed by Tennant, Employee agrees that for
twelve (12) months after the last day Employee is employed by Tennant, Employee will not,
directly or indirectly, be employed or affiliated in any capacity by, become an
independent contractor or consultant for, or perform any services for a Conflicting
Organization in connection with or relating to a Competitive Product or Competitive
Research. 



4.3        Post-Employment
Restrictions on Competition (Sales Employees).  If during the last twelve (12)
months of employment with Tennant, Employee had no management duties or responsibilities
and was engaged exclusively in sales activities, including selling, soliciting the sale,
promoting, or supporting the sale of Tennant Products through direct contact with Tennant
Customers, Employee agrees that for twelve (12) months after the last day Employee is
employed by Tennant, Employee will be prohibited, directly or indirectly, from soliciting,
communicating with or contacting, and from managing, directing or supervising others who
solicit, communicate with or contact, any Tennant Customer on behalf of a Conflicting
Organization in connection with or relating to a Competitive Product or Competitive
Research. 



4.4        Prohibition on
Solicitation of TENNANT Employees.  Employee agrees that at all times while
employed by Tennant, and for twelve (12) months thereafter, Employee will not, directly or
indirectly, solicit, cause to be solicited, or participate in or promote the solicitation
of any person to terminate that person’s employment with Tennant to become employed
by a Conflicting Organization, or to breach that person’s Employment Agreement with
Tennant. 



4.5        Post-Employment
Disclosure.  Employee agrees that in the event Employee voluntarily or
involuntarily terminates employment with Tennant, that during the term of the restrictions
described in Sections 4.2 or 4.3 above, as applicable, Employee will inform Tennant of the
identity of any new employer that is a Conflicting Organization or is involved with a
Competitive Product or Competitive Research, the job title of Employee’s new
position, and a description of any services to be rendered to that employer. In addition,
Employee agrees to respond within ten (10) days to any written request from Tennant
for further information concerning Employee’s work activities sufficient to provide
Tennant with assurances that Employee is not violating any of the obligations Employee has
undertaken in this Agreement. 



4.6        Ancillary
Promises.  The promises of Employee to Tennant contained in Sections 3.2, 3.3, 3.4,
3.5 and 3.6 are reciprocal to the promises of Tennant to Employee contained in Section
3.1. Tennant’s promises to Employee contained in Section 3.1 give rise to
Tennant’s interest in enforcing Employee’s promises in Sections 4.1, 4.2, 4.3,
4.4, and 4.5 which promises of Employee to Tennant are ancillary to the reciprocal
promises of Tennant and Employee contained in Sections 3.1, 3.2, 3.3, 3.4 3.5 and 3.6 and
are intended to enforce Employee’s promises to Tennant contained in Sections 3.2,
3.3, 3.4, 3.5 and 3.6. 



SECTION 5: INVENTIONS 



5.1        Disclosure.
 Employee agrees to promptly disclose to Tennant in writing all Inventions.  







- 16 - 











5.2        Ownership,
Assignment and Recordkeeping.  All Inventions shall be the exclusive property of
Tennant. Employee hereby assigns all Inventions to Tennant. Employee agrees to keep
accurate, complete and timely records of Employee’s Inventions, which records shall
be the property of Tennant and shall be retained on Tennant’s premises. 



5.3        Cooperation.
 During and after the termination of Employee’s employment, Employee agrees to give
Tennant all cooperation and assistance necessary to perfect, protect, and use its rights
to Inventions. Without limiting the generality of the foregoing, Employee agrees to sign
all documents, do all things, and supply all information that Tennant may deem necessary
to (a) transfer or record the transfer of Employee’s entire right, title and
interest in Inventions, and (b) enable Tennant to obtain patent, copyright, or
trademark protection for Inventions anywhere in the world. 



5.4        Attorney-in-Fact.
 Employee irrevocably designates and appoints Tennant and
its duly authorized officers and agents as attorney-in-fact to act for and in
Employee’s behalf and stead to execute and file any lawful and necessary documents
required, and to do all other lawfully permitted acts required, for the assignment of,
application for, or prosecution of any United States or foreign application for letters
patent, copyright or trademark with the same legal force and effect as if executed by
Employee. 



5.5        Waiver.
 Employee hereby waives and quitclaims to Tennant any and all claims, of any nature
whatsoever, which Employee may now have or may hereafter have for infringement of any
patent, copyright, or trademark resulting from any Invention. 



5.6        Future
Patents.  Any Invention relating to the business of Tennant with respect to which
Employee files a patent application within one (1) year following termination of
Employee’s employment shall be presumed to cover Inventions conceived by Employee
during the term of Employee’s employment, subject to proof to the contrary by
Employee by good faith, contemporaneous, written and duly corroborated records
establishing that such Invention was conceived and made following termination of
employment and without using Confidential Information. 



5.7        Release or
License.  If an Invention does not relate to the existing or reasonably foreseeable
business interests of Tennant, Tennant may, in its sole and unreviewable discretion,
release or license the Invention to the Employee upon written request by the Employee. No
release or license shall be valid unless in writing signed by Tennant’s General
Counsel. 



5.8        Notice.
 Pursuant to Minnesota Statutes Section 181.78, Employee is hereby notified that this
Agreement does not apply to any invention for which no equipment, supplies, facility or
trade secret information of Tennant was used and which was developed entirely on the
Employee’s own time, and (1) which does not relate (a) directly to the
business of Tennant or (b) to Tennant’s actual or demonstrably anticipated
research or development, or (2) which does not result from any work performed by the
Employee for Tennant. Employee has disclosed on Exhibit A attached hereto all such
excluded inventions. 



SECTION 6: GOVERNING
LAW, VENUE AND JURISDICTION 



6.1        Place of
Agreement.  Because Tennant is a Minnesota corporation with its principal place of
business located in Minnesota, and because it is mutually agreed that it is in the best
interests of Tennant and all of its employees that a uniform body of law consistently
interpreted be applied to the employment relationships between Tennant and all of its
employees, this Agreement is deemed entered into in the State of Minnesota between Tennant
and Employee, and the substantive laws of Minnesota and the exclusive jurisdiction of the
courts of Minnesota shall be applicable hereto on the terms and conditions specified
below. 



6.2        Governing
Law.  The validity, enforceability, construction, and interpretation of this
Agreement shall be governed by the laws of the State of Minnesota, without regard to any
choice-of-law or conflict-of-law rules Employee irrevocably waives Employee’s right,
if any, to have the laws other than the State of Minnesota apply to this Agreement. 







- 17 - 











6.3        Jurisdiction and
Venue.  Hennepin County District Court shall have exclusive jurisdiction and
venue over any disputes between Tennant and Employee arising out of or related to
Employee’s employment or this Agreement. Employee hereby irrevocably consents to the
exclusive personal jurisdiction of the state courts in Hennepin County, Minnesota for the
purposes of any action arising out of or related to Employee’s employment or this
Agreement, including specifically (but without limiting the generality of the foregoing)
actions for temporary equitable relief including temporary and permanent injunctions,
except proceedings in other jurisdictions to enforce judgments entered by the Hennepin
County District Court pursuant hereto. 



6.4        Covenant Not to
Sue.  Employee irrevocably covenants not to sue Tennant in any jurisdiction or
venue other than the Hennepin County, Minnesota District Court for the purposes of any
action arising out of or related to Employee’s employment or this Agreement. Employee
further agrees not to assist, aid, abet, encourage, be a party to, or participate in the
commencement or prosecution of any lawsuit or action by any third party arising out of or
related to this Agreement in any jurisdiction or venue other than a state court in
Hennepin County, Minnesota; provided, however, that nothing herein shall prohibit or
restrict Employee from being a witness or otherwise providing evidence in any action
pursuant to court order or subpoena. 



SECTION 7: OTHER
PROVISIONS 



7.1        Obligations
Unconditional.  The obligation of the parties to perform the terms of this
Agreement is unconditional and does not depend on the performance or nonperformance of any
terms, duties, or obligations not specifically recited in this Agreement. Employee
irrevocably waives Employee’s right to challenge the enforceability or validity of
any portion of this Agreement. 



7.2        Waiver.  No
waiver by Tennant of any breach of this Agreement by Employee shall be valid unless
contained in a writing signed by the General Counsel of Tennant or the General
Counsel’s designee. Waiver of any breach of this Agreement shall not constitute, or
be deemed, a waiver of any other breach of this Agreement. Employee acknowledges and
agrees that this Agreement is independent of any and all other agreements between Tennant
and any other person or entity, and that the enforcement or non-enforcement by Tennant of
any provision of any Agreement between Tennant and any other person shall not constitute a
waiver by Tennant of any of its rights, nor a defense available to Employee, to
enforcement of this Agreement, or any of the terms or provisions hereof. 



7.3        Provisions Survive
Termination.  To the extent that any provisions of this Agreement apply to the time
period after, or require performance or enforcement after, termination of Employee’s
employment or termination of this Agreement, all such provisions survive the termination
of Employee’s employment and termination of this Agreement and may be enforced
subsequent thereto. Without limiting the generality of the foregoing, Section 1;
Sections 3.2, 3.3, 3.4, and 3.5 and 3.6; Section 4.2, 4.4, 4.5 and 4.6;
Section 5; and Section 6 each survive termination of Employee’s employment
and termination of this Agreement. 



7.4        Prior
Agreements.  Except to the extent provided in Section 7.5, all prior
agreements, if any, between Tennant and Employee relating to any part of the subject
matter of this Agreement are superseded and rendered null and void upon execution of this
Agreement by Employee and Tennant; provided, however, that nothing in this Agreement
invalidates, renders null or void, or otherwise affects any term or provision of any
Tennant compensation or benefit plan or any agreements related thereto. 



7.5        Validity Not
Impaired.  In the event that any provision of this Agreement is unenforceable under
applicable law, the validity or enforceability of the remaining provisions shall not be
affected. To the extent any provision of this Agreement is judicially determined to be
unenforceable, (a) a court of competent jurisdiction may reform any such provision to make
it enforceable, and (b) to the extent a court of competent jurisdiction refuses to enforce
any provision of this Agreement as written or reformed, any provisions of any prior
agreement between Employee and Tennant addressing the subject matter of the unenforceable
provision shall be deemed to govern the relationship between Employee and Tennant
notwithstanding any contrary provisions of Section 7.4 hereinabove. 







- 18 - 











7.6        Transfer or
Assignment.  Tennant may transfer or assign its rights and obligations pursuant to
this Agreement to its successors or assigns. Employee may not assign any rights or
obligations pursuant to this Agreement. 



7.7        Tolling.
 In the event Employee breaches or violates Sections 4.1, 4.2, 4.3, 4.4 or 4.5 hereinabove, the duration of the restrictions
contained therein shall be extended by the number of days the Employee remains in breach or violation thereof. This provision may
be specifically enforced. 



        Employee
has received and read, and understands the terms of this Agreement. Employee enters into
this Agreement voluntarily, and has had the opportunity to consult with Employee’s
own attorney before signing. 



        Employee
has received a copy of this Agreement for Employee’s records. 



        This
Agreement becomes binding and effective on Tennant and Employee upon signature by
Employee. 





	EMPLOYEE: 		TENNANT:
	 
	 		By	 

	Employee’s Signature 			Signature 
	 
	Date	 		Title	 
	 
	 		Date	 
	Home Address 			 
	 		701 North Lilac Drive
P. O. Box 1452 
	City      
            
            
      State            Zip Code 		Minneapolis, MN 55440-1452 











- 19 - 










Exhibit A 



EMPLOYEE’S
EXCLUDED INVENTIONS  




        I
hereby consider the following inventions to be excluded as set forth in Section 5.8 of my
Tennant Employee Agreement. (If no inventions are listed below, none are claimed by
Employee.) 





	Date:	 		 
				Signature

















- 20 - 










TENNANT COMPANY
MANAGEMENT AGREEMENT 





        
          THIS
 MANAGEMENT  AGREEMENT  (this  “Agreement”)  is entered into on *[______  __]*,
 2006 by and between Tennant Company, a Minnesota  corporation (the "Company"),  and
 *[_________________________]*,  a resident of *[______________]* (“Executive”). 




Recitals  



          A.      
          The Company and Executive are parties to an Amended and Restated Management
          Agreement between them dated as of *[________________, 200_]* (the “Prior
          Agreement”). 



          B.      
          In October 2004, the American Jobs Creation Act of 2004 (the “Act”)
          was enacted, Section 885 of which Act added new provisions to the Internal
          Revenue Code pertaining to deferred compensation. 



          C.      
          The Treasury Department has issued transition guidance, revised transition
          guidance and proposed regulations regarding the deferred compensation provisions
          of the Act, which permit service providers and service recipients a transition
          period to modify existing deferred compensation arrangements to bring them in
          compliance with the Act. 



          D.      
          The parties agree that it is in their mutual best interests to modify the terms
          and conditions of the Prior Agreement, as set forth in this Agreement and in
          that certain Executive Employment Agreement of even date herewith (the
          “Executive Agreement”), with the full intention of complying with the
          Act so as to avoid the excise taxes and penalties imposed under the Act. 



          E.      
          Executive is a key member of the management of the Company and is expected to
          devote substantial skill and effort to the affairs of the Company, and the
          Company desires to recognize the significant personal contribution that
          Executive makes and is expected to continue to make to further the best
          interests of the Company and its shareholders. 



          F.      
          It is desirable and in the best interests of the Company and its shareholders to
          continue to obtain the benefits of Executive’s services and attention to
          the affairs of the Company. 



          G.      
          It is desirable and in the best interests of the Company and its shareholders to
          provide inducement for Executive (A) to remain in the service of the Company in
          the event of any proposed or anticipated change in control of the Company and
          (B) to remain in the service of the Company in order to facilitate an orderly
          transition in the event of a change in control of the Company. 







- 21 - 











          H.      
          It is desirable and in the best interests of the Company and its shareholders
          that Executive be in a position to make judgments and advise the Company with
          respect to proposed changes in control of the Company without regard to the
          possibility that Executive’s employment may be terminated without
          compensation in the event of certain changes in control of the Company. 



      NOW,
THEREFORE, in consideration of the foregoing premises and the respective agreements of the
Company and Executive set forth below, the Company and Executive, intending to be legally
bound, agree as follows: 



          1.      
          Application of Agreement.  No amounts or benefits shall be payable or
          provided for pursuant to this Agreement unless a Change in Control shall occur
          during the Term of this Agreement. 



          2.      
          Involuntary Termination of Employment. 



          (a)    
          Severance Benefits.  If Executive’s employment terminates by reason
          of an Involuntary Termination by the Company without Cause, upon or after the
          First Change in Control and prior to the end of the Transition Period, the
          Company shall provide to Executive the benefits set forth in Sections 2(a)
          through 2(c) below, subject to the limitations and conditions in Sections 2(b)
          and 4: 



	 	  	(i)       
The Company (or its Successor) shall pay to Executive in a lump sum on the Termination Date, a cash payment equal to three (3)
times Executive’s Average Annual Compensation, less $1.00. 






		  	(ii)       
If the Termination Date is any day other than the last day of the STIP plan year, the Company (or its Successor) shall pay to
Executive a pro rata portion of the award (based on the number of days in the STIP plan year occurring on or before, and after,
the Termination Date) that would have been payable to Executive under the STIP for such plan year had all performance targets been
met and Executive remained employed by the Company until the end of the Plan Year. The payment shall be made no later than the
date awards under the STIP for such plan year are or would have been paid to the participants in the STIP. 






	 	  	(iii)      
If Executive (and/or Executive’s covered dependents) is eligible and properly elects under COBRA to continue group medical
and/or dental insurance coverage, as in place immediately prior to the Termination Date, the Company (or its Successor) shall
continue to pay the Company’s (Successor’s) portion of any such premiums or costs of coverage until the earlier of:







	  	 	  	(A)       
The end of the Transition Period, or 










- 22 - 











	  	 	  	(B)       
The date Executive (and Executive’s covered dependents) is provided essentially equivalent and no less favorable benefits by
a subsequent employer, or 






	  		  	(C)       
December 31 of the second calendar year following the calendar year in which the Termination of Employment occurred. 






	  	  	All such
Company-provided medical and/or dental premiums, or costs of coverage, shall be paid
directly to the insurance carrier or other provider by the Company. To the extent that
the coverage provided under this Section 2(a)(iii) extends beyond the applicable
continuation period under COBRA, the Company (or its Successor), at its sole cost and
expense, shall arrange to provide Executive (and Executive’s covered dependents)
with benefits that are no less favorable to them than the benefits under the Company’s
(Successor’s) group medical and/or dental plans.  






	 	  	(iv)      
If Executive is eligible under COBRA to continue group life insurance coverage, as in place immediately prior to the Termination
Date, if any, the Company (or its Successor) shall pay to Executive an additional cash payment equal to the Company’s monthly
portion of any such premiums or costs of coverage, as in effect on the Termination Date, times the number of complete months up to
and including the end of the Transition Period. The payment shall be made as soon as administratively practicable after the
Termination Date. 







     (b)     
Limitations.  Notwithstanding anything above to the contrary, the benefits payable to Executive under Sections 2(a)(i), (ii)
and (iv): 



	 	  	(i)       
Shall not exceed two times the lesser of: 






     		(A)      
         The Code § 401(a)(17) compensation limit for the year in which the
          Termination Date occurs; or 


          



     	 	(B)       
         Executive’s annual compensation (as defined in Treas. Reg. §
          1.415-2(d)) for services to the Company for the calendar year prior to the
          calendar year in which the Termination Date occurs. 


          



	 	  	(ii)      
Shall be paid to Executive no later than December 31 of the second calendar year following the calendar year in which the
Termination Date occurs. 






The
Company and Executive intend these Sections 2(a) and 2(b) to be a “separation pay
plan due to involuntary separation from service” under Prop. Treas. Reg. §
1.409A-1(b)(9)(iii) (or subsequent guidance). The parties further intend that the
Company’s payments of medical and dental premiums or costs under Section 2(a)(iii)
will not be considered a deferral of compensation by application of Prop. Treas. Reg.
§ 1.409A-1(b)(9)(iv) (or subsequent guidance). 







- 23 - 











     (c)     
Additional Payments and Benefits.  This Section 2(c) shall apply to the extent any benefits due to the Executive under
Section 2(a) were limited or reduced due to the requirements of Section 2(b) above. 



	 	  	(i)     
Any benefit or payment otherwise due under Sections 2(a)(i), (ii) or (iv), which was limited or reduced due to the requirements of
Section 2(b), shall be paid to the Executive on the later of the payment date specified under Section 2(a) or the first day
of the seventh month following the Termination Date. 






		  	(ii)     
To the extent Executive received benefits under Section 2(a)(iii) above, which were limited due to the application of Section
2(a)(iii)(C), the Company’s (or Successor’s) obligation to provide access to medical and/or dental coverage shall
continue until the earlier of the dates provided in Section 2(a)(iii)(A) or (B) and the following additional provisions will
apply: 






     	 	(A)     
          Executive shall pay the full premiums or costs, as determined by the Company,
          for such coverage to the Company on an after-tax basis, and 


          



     	 	(B)     
          The Company (or Successor) shall pay to Executive, on a monthly basis, an
          additional cash amount equal to the monthly COBRA rate in effect for such
          coverage at Executive’s Termination Date. 


          



          3.     
          Other Terminations. If Executive’s employment terminates
          during the Term upon or after the First Change in Control and prior to the end
          of the Transition Period, and if Section 2 does not apply, then Executive shall
          be entitled to the following, as applicable, subject to the limitations and
          conditions in Section 4: 



          (a)     
          Termination for Good Reason During the Transition Period. If
          Executive’s Termination of Employment is due to Executive’s
          resignation for Good Reason following the First Change in Control and prior to
          the end of the Transition Period, then: 



		  	(i)     
The Company (or its Successor) shall pay to Executive, in a lump sum, a cash payment equal to three (3) times Executive’s
Average Annual Compensation, less $1.00. The payment shall be paid to Executive on the first day of the seventh month following
the Termination Date. 






	 	  	(ii)     
If the Termination Date is any day other than the last day of the STIP plan year, the Company (or its Successor) shall pay to
Executive a pro rata portion of the award (based on the number of days in the STIP plan year occurring on or before, and after,
the Termination Date) that would have been payable to Executive under the STIP for such plan year had all performance targets been
met and Executive remained employed by the Company until the end of the plan year. The payment shall be made as of the later of:











- 24 -











	  	 	  	(A)    
The
date awards under the STIP for such plan year are or would have been paid           to
the participants in the STIP, or  






	  		  	(B)     
The
first day of the seventh month following Executive’s Termination Date.  






	 	  	(iii)     
If Executive (and/or Executive’s covered dependents) is eligible and properly elects under COBRA to continue group medical
and/or dental insurance coverage, as in place immediately prior to the Termination Date, the Company (or its Successor) shall
continue to pay the Company’s (Successor’s) portion of any such premiums or costs of coverage until the earlier of:







	  		  	(A)    
The end of the Transition Period, or 






	  	 	  	(B)    
The
date Executive (and Executive’s covered dependents) is provided
          essentially equivalent and no less favorable benefits by a subsequent employer.  






	  	  	All such
Company-provided medical and/or dental premiums, or costs of coverage, shall be paid
directly to the insurance carrier or other provider by the Company. To the extent that
the coverage provided under this paragraph (iii) extends beyond the applicable
continuation period under COBRA, the Company (or its Successor), at its sole cost and
expense, shall arrange to provide Executive (and Executive’s covered dependents)
with benefits that are no less favorable to them than the benefits under the Company’s
(Successor’s) group medical and/or dental plans. To the extent that benefits under
Section 3(c)(iii) extend beyond December 31 of the second calendar year following the
calendar year in which the Executive’s Termination of Employment occurred, Executive
shall pay the full premiums or costs, as determined by the Company, for such coverage to
the Company on an after-tax basis, and the Company (or Successor) shall pay to Executive,
on a monthly basis, an additional cash amount equal to the monthly COBRA rate in effect
for such coverage at Executive’s Termination Date.  






	 	  	(iv)     
If Executive is eligible under COBRA to continue group life insurance coverage, as in place immediately prior to the Termination
Date, if any, the Company (or its Successor) shall pay to Executive an additional cash payment equal to the Company’s monthly
portion of any such premiums or costs of coverage, as in effect on the Termination Date, times the number of complete months up to
and including the end of the Transition Period. The payment shall be paid to Executive on the first day of the seventh month
following the Termination Date. 










- 25 - 











          (b)     
          Termination During Window Period.  If Executive’s Termination of
          Employment is due to Executive’s resignation during the Window Period
          following the First Change in Control, and such resignation is not for Good
          Reason, then the Company (or its Successor) shall pay to Executive the benefits
          provided in Section 3(a) and subject to the requirements in Section 3(a), except
          as provided below: 



		  	(i)     
The cash payment in Section 3(a)(1) will equal one (1) times Executive’s Average Annual Compensation, less $1.00.







		  	(ii)     
The benefit continuation in Section 3(a)(iii) will continue for twelve (12) months. 






		  	(iii)    
The cash payment in Section 3(a)(iv) will equal the Company’s monthly portion of any such premiums or costs of coverage, as
in effect on the Termination Date, times twelve (12). 






          (c)     
          Death or Disability.  If Executive’s Termination of Employment is due
          to Executive’s death or Disability, and Executive is not otherwise entitled
          to any benefits under Section 2 or 3 above, the Company shall pay to Executive
          (or Executive’s legal representative), in accordance with the
          Company’s regular payroll practices, Executive’s then-current base
          salary through and including the last day of the month in which the Termination
          Date occurs. 



          4.       
          Withholding of Taxes, Other Limitations. 



          (a)     
          Taxes.  All payments to Executive hereunder are subject to withholding of
          income and employment taxes and all other amounts required by law. 



          (b)     
          Termination Notice.  Any notice of termination for Cause or Good Reason
          shall, as applicable, specify whether such termination by the Company is with or
          without Cause, or resignation by Executive is with or without Good Reason, and,
          if with Cause or Good Reason, shall set forth in reasonable detail the basis
          therefor. Upon Termination of Employment, Executive shall, in addition to any
          other amounts owing under this Agreement, receive any Base Salary, earned and
          unused vacation time, and STIP for the preceding year, to the extent such
          amounts are earned but unpaid as of the Termination Date, in accordance with the
          Company’s payroll practices and any applicable plans or programs. 



          (c)     
          Offsets.  Notwithstanding any other provision of this Agreement, the
          payments required by Section 2 or Section 3 shall be reduced by any severance
          pay that Executive is eligible to receive from the Company, its subsidiaries or
          its successors under any policy, plan or agreement of the Company, other than
          this Agreement, in the event of the Company’s termination of
          Executive’s employment with the Company. The benefits provided to Executive
          under this Agreement shall be in lieu of any other severance pay or benefits
          available to Executive under any other agreement, plan or program of the
          Company, except for offsets specifically provided for in this Section 4(c). 







- 26 - 











          (d)     
          Release Requirement.  Notwithstanding any other provision of this
          Agreement, the Company shall not be obligated to make any payments to Executive
          under Sections 2 or 3 hereof unless Executive shall have signed a release of
          claims in favor of the Company in a form to be prescribed by the Company, all
          applicable consideration periods and rescission periods provided by law shall
          have expired and Executive is in strict compliance as of the dates of the
          payments with the terms of this Agreement, the Executive Agreement between
          Executive and the Company, and the Employee Agreement entered into by Executive
          and the Company dated ______________. 



          (e)     
          Code Section 280G.  Notwithstanding any provision to the contrary
          contained herein except the last sentence of this Section 4(e), if the cash
          payments due and the other benefits to which Executive shall become entitled
          under this Agreement, either alone or together with other payments made pursuant
          to this Agreement or any other agreement between Executive and the Company or
          any compensation plan or program that are in the nature of compensation to
          Executive and are contingent on a change in the ownership or effective control
          of the Company or in the ownership of a substantial portion of the assets of the
          Company or otherwise, would constitute a “parachute payment” as
          defined in Code § 280G (or any successor provision thereto), such lump
          sum payment and/or such other benefits and payments shall be reduced (but not
          below zero) to the largest aggregate amount as will result in no portion thereof
          being subject to the excise tax imposed under Code § 4999 (or any successor
          provision thereto) or being non-deductible to the Company for Federal Income Tax
          purposes pursuant to Code § 280G (or any successor provision thereto).
          Within ten days after the Company informs Executive of the necessity of reducing
          the payments or benefits to avoid the excise tax or non-deductibility or
          promptly after Executive otherwise becomes aware of the necessity of such a
          reduction, Executive in good faith shall determine the amount of any reduction
          to be made pursuant to this Section 4(e) and shall select from among the
          foregoing benefits and payments those which shall be reduced. No modification
          of, or successor provision to, Code § 280G or § 4999 subsequent to the
          date of this Agreement shall, however, reduce the benefits to which Executive
          would be entitled under this Agreement in the absence of this Section 4(e) to a
          greater extent than they would have been reduced if Code § 280G and §
          4999 had not been modified or superseded subsequent to the date of this
          Agreement, notwithstanding anything to the contrary provided in the first
          sentence of this Section 4(e). 



          (f)     
          Code Section 409A.  This Agreement is intended to satisfy, or otherwise be
          exempt from, the requirements of Code § 409A(a)(2), (3) and (4), including
          current and future guidance and regulations interpreting such provisions. To the
          extent that any provision of this Agreement fails to satisfy those requirements,
          or fails to be exempt from Code § 409A, the provision shall automatically
          be modified in a manner that, in the good-faith opinion of the Company, brings
          the provisions into compliance with those requirements while preserving as
          closely as possible the original intent of the provision and this Agreement. 







- 27 - 












          5.      
          Definitions. When used in this Agreement with initial capitalized
          letters, the following terms have the meanings indicated below, unless context
          requires otherwise: 



          (a)    
          Average Annual Compensation. “Average Annual Compensation”
          means the average of the annual compensation payable by the Company to Executive
          and includible in the gross income for Federal Income Tax purposes of Executive
          during the shorter of: 



	 	  	(i)     
The most recent five (5) completed taxable years of Executive ending before the First Change in Control (other than a Change in
Control described in Section 5(d)(v) unless Executive is terminated prior to the occurrence of a Change in Control described in
clause (i), (ii), (iii), or (iv) of Section 5(d)), or 






	 	  	(ii)     
That portion of such five-year period during which Executive was employed by the Company (with partial year compensation
annualized before determining average annual compensation for that period in accordance with the regulations promulgated under
Code § 280G, or successor thereto), 






          (b)    
          Board. “Board” means the Board of Directors of the Company. 



          (c)    
          Cause. “Cause” means: 



		  	(i)     
persistent failure by Executive to perform the duties of Executive’s employment, which failure is demonstrably willful and
deliberate on the part of Executive and constitutes gross neglect of duties by Executive and which is not remedied within 90 days
after receipt of written notice thereof; or 






	 	  	(ii)     
the indictment or conviction of Executive for a felony if the act or acts constituting the felony are substantially detrimental to
the Company or its reputation. 






          (d)    
          Change in Control. “Change in Control” means one of the
          following: 



	 	  	(i)     
a majority of the directors of the Company shall be persons other than persons 










- 28 -











	  		  	(A)     
for whose election proxies shall have been solicited by the Board of Directors of the Company, or 






	  	 	  	(B)     
who are then serving as directors appointed by the Board of Directors to fill vacancies on the Board of Directors caused by death
or resignation (but not by removal) or to fill newly created directorships; 






	 	  	(ii)     
5% or more of (1) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in
the election of directors (“Outstanding Company Voting Securities”) or (2) the then outstanding shares of common stock
of the Company (“Outstanding Company Common Stock”) is acquired or beneficially owned (as defined in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended, or any successor rule thereto (the “Exchange Act”)) by any individual,
entity or group (within the meaning of Section 13d(3) or 14(d)(2) of the Exchange Act), provided, however, that the following
acquisitions and beneficial ownership shall not constitute Changes in Control pursuant to this Section 5(d)(ii): 






	  	 	  	(A)     
any acquisition or beneficial ownership by the Company or a subsidiary of the Company, or 






	  	 	  	(B)     
any acquisition or beneficial ownership by any employee benefit plan (or related trust) sponsored or maintained by the Company or
one or more of its subsidiaries, or 






	  	 	  	(C)     
any acquisition or beneficial ownership by Executive or any group that includes Executive, or 






	  	 	  	(D)     
any acquisition or beneficial ownership by a parent entity of the Company (after giving effect to the merger or statutory shore
exchange) or its wholly-owned subsidiaries, as long as they shall remain wholly-owned subsidiaries, directly or indirectly of 100%
of the Outstanding Company Voting Securities as a result of a merger or statutory share exchange that complies with Section
5(d)(iii)(A)(1), (2) and (3) or the exception in Section 5(d)(iii)(B) in all respects; 






	 	  	(iii)    
the Company consummates 






	  	 	  	(A)     
a merger of the Company with or into another entity, other than a merger in which 






	  	  	  	(1)  	  	the
persons who were the beneficial owners, respectively, of the Outstanding Company Voting
Securities and Outstanding Company Common Stock immediately prior to such merger
beneficially own, directly or indirectly, immediately after the merger, more than 50% of,
respectively, the then outstanding common stock and the then outstanding voting power of
the voting securities (or comparable equity interests) of the surviving entity in the
merger or its direct or indirect parent entity in substantially the same proportions
(except for those exercising statutory dissenters rights) as their ownership of the
Outstanding Company Voting Securities and Outstanding Company Common Stock immediately
prior to the merger,  










- 29 - 











	  	  	  	(2)  	  	if
voting securities of the direct or indirect parent entity of the Company (after giving effect to the merger) are exchanged for
Outstanding Company Voting Securities in the merger, all holders of any class or series of Outstanding Company Voting Securities
immediately prior to the merger have the right to receive substantially the same per share consideration in exchange for their
Outstanding Company Voting Securities as all other holders of such class or series (except for those exercising statutory
dissenters rights), and 






	  	  	  	(3)  	  	no
individual, entity or group (other than a direct or indirect, parent entity that, after
giving effect to the merger, directly or indirectly through one or more wholly owned
subsidiaries, beneficially owns 100% of the outstanding voting securities of the entity
resulting from the merger) beneficially owns, directly or indirectly, immediately after
the merger, 35% or more of the voting power of the outstanding voting securities or the
outstanding common stock of the entity (or comparable equity interests) resulting from
the merger.  






	  	  	(B)  	  	an
exchange, pursuant to a statutory exchange of Outstanding Company Voting Securities held
by shareholders of the Company immediately prior to the exchange, of shares of one or
more classes or series of Outstanding Company Voting Securities for cash, securities or
other property, except for voting securities of a direct or indirect parent entity of the
Company (after giving effect to the statutory share exchange) owning directly, or
indirectly through wholly-owned subsidiaries, both beneficially and of record 100% of the
Outstanding Company Voting Securities immediately after the statutory share exchange if
(1) the persons who were the beneficial owners, respectively, of the Outstanding Company
Voting Securities and the Outstanding Common Stock of the Company immediately before such
statutory share exchange own, directly or indirectly, immediately after the statutory
share exchange more than 50% of, respectively, the voting power of the then outstanding
voting securities and the then outstanding common stock (or comparable equity interests)
of such parent entity, and (2) all holders of any class or series of voting stock of
Outstanding Company Voting Securities immediately prior to the statutory share exchange
have the right to receive substantially the same per share consideration in exchange for
their Outstanding Company Voting Securities as all other holders of such class or series
(except for those exercising statutory dissenters’ rights),  










- 30 - 











	  	 	  	(C)       
a sale or other disposition of all of substantially all of the assets of the Company (in one transaction or a series of
transactions), 






	 	  	unless a
majority of the voting power of voting stock (or the voting equity interest) of the
surviving entity or its parent entity or of any entity acquiring all or substantially all
of the assets of the Company (in the case of a merger, consolidation or disposition of
assets) or the Company or its parent entity (in the case of a statutory share exchange)
is, immediately following the merger, consolidation, statutory share exchange or
disposition of assets, beneficially owned by the Executive or a group of persons,
including the Executive, acting in concert;  








	 	  	(iv)       
 the
shareholders of the Company approve a definitive agreement or plan to
                    liquidate or dissolve the Company; or  






	  	 (v)  	  	(A)       
the Company enters into an agreement in principle or a definitive agreement relating to a Change in Control described in clause
(i), (ii) or (iii) above which ultimately results in such a Change in Control described in clause (i), (ii) or (iii) hereof,







	  	  	  	(B)       
a tender or exchange offer or proxy contest is commenced which ultimately results in a Change in Control described in clause (i)
or (ii) hereof, or 






	  	  	  	(C)       
there shall be an involuntary termination of employment of Executive or a termination by the Executive of employment for Good
Reason prior to an event that would otherwise constitute a Change in Control, and Executive reasonably demonstrates that such
event (x) was requested by a third party that has previously taken other steps reasonably calculated to result in a Change in
Control described in clause (i), (ii) or (iii) above and which ultimately result in a Change in Control described in clause (i),
(ii) or (iii) hereof or (y) otherwise arose in connection with or in anticipation of a Change in Control described in clause (i),
(ii), (iii) or (iv) above that ultimately occurs. 










- 31 - 












    (e)     
COBRA.  “COBRA” means the benefit continuation provisions under the Consolidated Omnibus Budget Reconciliation Act
of 1986. For purposes of this Agreement, COBRA is deemed to include the group term life insurance continuation requirements under
Minnesota law. 



    (f)     
Code.  “Code” means the Internal Revenue Code of 1986, as amended. 



    (g)    
Disability.  “Disability” means a continuing condition of Executive that has been determined to meet the criteria set forth in the
Company’s Long Term Disability Plan, or similar successor plan, to render Executive eligible for long-term disability
benefits under said plan, whether or not Executive is in fact covered by such plan. The determination shall be made by the insurer
of the plan or, if Executive is not covered by the plan, by the Company in its sole discretion. 



    (h)     
First Change in Control.  “First Change in Control” means the occurrence of the earliest Change in Control to
occur during the Term. 



    (i)
      Good
Reason.  “Good Reason” means any of the following actions
                    by the Company without Executive’s written consent:  



	 	  	(i)     
the Company’s material breach of this Agreement or the Executive Agreement which is not remedied within 30 days after receipt
of written notice thereof; 






	 	  	(ii)     
the assignment to Executive of duties and responsibilities that are substantially inconsistent with, or materially diminish,
Executive’s position with the Company as in effect immediately prior to the First Change in Control, other than for Cause or
on account of Disability; or 






	  	  	(iii)     
Executive is not given substantially equivalent or greater title, duties, responsibilities and authority or substantially
equivalent or greater salary and other remuneration and fringe benefits (including paid vacation), in each case as compared with
Executive’s status and remuneration in effect immediately prior to the First Change in Control, other than for Cause or on
account of Disability, 










- 32 - 












	  	  	(iv)     
the Company fails to obtain assumption of this Agreement by any Successor as contemplated by Section 6, 






	  	  	(v)     
the Company requires Executive to relocate to any place other than a location within twenty-five (25) miles of the location at
which Executive performed duties immediately prior to the First Change in Control or, if Executive performed such duties at the
Company’s principal executive offices, the Company relocates its principal executive offices to any location other than a
location within twenty-five (25) miles of the location of the principal executive offices immediately prior to the First Change in
Control, or 






	  	  	(vi)     
the Company requires that Executive travel on Company business to a substantially greater extent than required immediately prior
to the First Change in Control. 






	  	
Notwithstanding
the foregoing, Good Reason shall not exist if the Company’s action is isolated,
insubstantial or inadvertent and such action is not taken in bad faith and is promptly
remedied by the Company following receipt of written notice thereof from Executive. 






         (j)     
          Involuntary Termination.  “Involuntary Termination” means a
          Termination of Employment instigated by the Company without the consent or
          agreement of Executive, or which is otherwise considered an involuntary
          separation from service under Code § 409A or guidance thereunder. 



         (k)     
          STIP.  “STIP” means the Company’s Short-Term Incentive
          Plan, as amended, or any successor plan. 



         (l)      
          Successor.  “Successor” means any person or entity acquiring
          directly or indirectly a majority of the Outstanding Company Voting Securities
          (by purchase, merger, consolidation or otherwise) or all or substantially all of
          the assets of the Company. 



    (m)     
Term.  “Term” has the meaning set forth in Section 14 of this Agreement.  



         (n)     
          Termination Date.  “Termination Date” means the date on which
          Executive’s Termination of Employment by the Company is effective. 



         (o)     
          Termination of Employment.  “Termination of Employment” means
          that the common-law employer-employee relationship has ended between Executive
          and the Company (and its affiliates). For purposes of payments of benefits under
          Sections 2 and 3, the Termination of Employment must also be considered a
          “separation from service” under Code § 409A and the guidance
          thereunder. 







- 33 - 












         (p)     
          Transition Period.  “Transition Period” means the three-year
          period commencing on the date of the earliest to occur of a Change in Control
          described in clause (i) through (iv) of Section 5(d) and ending on the
          third anniversary of such date. 



         (q)     
          Window Period.  “Window Period” means the thirty-day period
          immediately following the first anniversary of the First Change in Control that
          is a Change in Control described in clause (i) through (iv) of Section 5(d). 



         6.     
          Successors and Assigns. 



         (a)    
          This Agreement is binding on and inures to the benefit of Executive and
          Executive’s heirs, legal representatives and permitted assigns, and on the
          Company and its successors and permitted assigns. No rights or obligations of
          Executive or the Company hereunder may be assigned, pledged, disposed of or
          transferred by such party to any other person or entity without the prior
          written consent of the other party. 



         (b)    
          The Company will require any Successor, by agreement in form and substance
          satisfactory to Executive, to assume expressly 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 had taken place. Failure of the
          Company to obtain such agreement prior to the effectiveness of any such
          succession (other than in the case of a merger or consolidation) shall be a
          breach of this Agreement and shall entitle Executive to compensation from the
          Company in the same amount and on the same terms as Executive would be entitled
          hereunder if Executive had otherwise terminated Executive’s employment for
          Good Reason, except that for purposes of implementing the foregoing, the date on
          which any such succession becomes effective shall be deemed the Termination
          Date. As used in this Agreement, “Company” shall mean the Company as
          hereinbefore defined and any Successor that is required to execute and deliver
          the agreement provided for in this Section 6(b) or that otherwise becomes
          bound by all the terms and provisions of this Agreement by operation of law. 



         7.     
          Separate Representation.  Executive hereby acknowledges that he has sought
          and received independent advice from counsel of his own selection in connection
          with this Agreement and has not relied to any extent on any officer, director or
          shareholder of, or counsel to, the Company in deciding to enter into this
          Agreement. 



         8.     
          Governing Law; Jurisdiction.  All matters relating to the interpretation,
          construction, application, validity and enforcement of this Agreement shall be
          governed by the laws of the State of Minnesota without giving effect to any
          choice or conflict of law provision or rule, whether of the State of Minnesota
          or any other jurisdiction, that would cause the application of laws of any
          jurisdiction other than the State of Minnesota. Executive and the Company
          consent to jurisdiction of the courts of the State of Minnesota and/or the
          federal district courts, District of Minnesota, for the purpose of resolving all
          issues of law, equity, or fact arising out of or in connection with this
          Agreement. Any action involving claims of a breach of this Agreement shall be
          brought in such courts. Each party consents to personal jurisdiction over such
          party in the state and/or federal courts of Minnesota and hereby waives any
          defense of lack of personal jurisdiction. Venue, for the purpose of all such
          suits, shall be in Hennepin County, State of Minnesota. 







- 34 -












         9.     
          Specific Performance.  Each of the parties acknowledges and agrees that
          the other party would be damaged irreparably in the event any of the covenants
          contained in this Agreement are not performed in accordance with their specific
          terms or otherwise are breached. Accordingly, each of the parties agrees that
          the other party shall be entitled to an injunction or injunctions to prevent
          breaches of such covenants and to enforce specifically such covenants in any
          action instituted before a proper forum in addition to any other remedy to which
          such other party may be entitled under this Agreement or at law or in equity. 



         10.     
          Notices.  All notices hereunder shall be delivered by hand or sent by
          registered or certified mail, return receipt requested, postage prepaid, to the
          party to receive the same at the address set forth with the signature of such
          party hereto or at such other address as may have been furnished to the sender
          by notice hereunder. 



         11.     
          Counterparts.  This Agreement may be executed in counterparts, each of
          which when so executed shall be deemed to be an original, and such counterparts
          shall together constitute but one and the same instrument. 



         12.     
          Amendments and Waivers.  No provision hereof may be altered, amended,
          modified, waived or discharged in any way whatsoever except by written agreement
          executed by both parties. No delay or failure of either party to insist, in any
          one or more instances, upon performance of any of the terms and conditions of
          this Agreement or to exercise any rights or remedies hereunder shall constitute
          a waiver or a relinquishment of such rights or remedies or any other rights or
          remedies hereunder. 



         13.     
          Severability; Severance.  In the event that any portion of this Agreement
          is held to be invalid or unenforceable for any reason, it is hereby agreed that
          such invalidity or unenforceability shall not affect the other portions of this
          Agreement and that the remaining covenants, terms and conditions or portions
          hereof shall remain in full force and effect, and any court of competent
          jurisdiction or arbitrator, as the case may be, may so modify the objectionable
          provision as to make it valid, reasonable and enforceable. In the event that any
          benefits to Executive provided in this Agreement are held to be unavailable to
          Executive as a matter of law, Executive shall be entitled to severance benefits
          from the Company, in the event of an involuntary termination of employment of
          Executive by the Company (other than a termination on account of the death or
          Disability of Executive or a termination for Cause) or a termination by
          Executive for Good Reason during the Term occurring at the time of, or
          following, the occurrence of a Change in Control, at least as favorable to
          Executive (when taken together with the benefits under this Agreement that are
          actually received by Executive) as the most advantageous benefits made available
          by the Company to employees of comparable position and seniority to Executive
          during the five-year period prior to the First Change in Control. 







- 35 - 












         14.     
          Term.  This Agreement shall commence on the date of this Agreement and
          shall terminate, and the term of this Agreement (the “Term”) shall
          end, on (A) December 31, *[2008]*, provided that such period shall be
          automatically extended for one year, and from year to year thereafter, until
          written notice of termination of this Agreement is given by the Company or
          Executive to the other party hereto at least 60 days prior to December 31,
          *[2008]* or the extension year then in effect, or (B) if the first day of the
          Transition Period occurs prior to December 31, *[2008]* (or prior to the end of
          the extension year then in effect), the third anniversary of the first day of
          the Transition Period. 



         15.     
          Replacement of Prior Agreement(s).  This Agreement and the Executive
          Agreement to which it is attached as an exhibit replace and supersede all prior
          Management Agreement(s) between the Company and Executive of any nature
          whatsoever, including without limitation the Amended and Restated Management
          Agreement between them dated as of ____________, 200_, which agreement(s) shall
          be of no further force or effect. 



    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the
date and year first above written. 



	EXECUTIVE 		TENNANT COMPANY
	 
	 		 
	Name:	 		Name:	 
	 
	Address:	 		Title:	 
	 
		 		Address:	 
	 
					 











- 36 -