**Exhibit 10(h)**
**RAVEN INDUSTRIES, INC.**
**EMPLOYMENT AGREEMENT FOR**
**SENIOR MANAGEMENT**
     AGREEMENT dated as of February 1, 2004, between RAVEN INDUSTRIES, INC., aSouth Dakota corporation (the “Company”), and Barbara Ohme, (the “Executive”).
***WITNESSETH:***
     **WHEREAS**, the Board of Directors of the Company (the “Board”) recognizesthat Executive’s contribution to the growth and success of the Company and itssubsidiaries has been substantial; and
     **WHEREAS**, the Board has determined that it is appropriate to memorialize inwriting the terms and conditions of Executive’s employment and Executive’sentitlement to certain benefits upon his retirement;
     **NOW THEREFORE**, in consideration of the mutual covenants and conditionsherein contained and in further consideration of services performed and to beperformed by Executive for the Company, the parties agree as follows:
          1. Employment. Executive shall continue in the employ of the Company inan executive capacity, with such duties, powers and authority as are assignedto Executive from time to time by the Board.
          2. Term. This Agreement shall commence on the date first above writtenand, except as otherwise provided in paragraph 7, shall continue in effectuntil terminated by either the Company or Executive on 30 days’ advance writtennotice, either with or without any reason. Except for such 30-day noticerequirement, nothing contained in this Agreement shall affect the Company’sability to terminate Executive’s employment with or without any reasonnotwithstanding the preceding. Termination of this Agreement shall notterminate Executive’s benefits or the Executive’s right to benefits underparagraph 4 or 5 if, at the date of termination, Executive has either (i)attained age 65 or (ii) the sum of Executive;’s age (as of his nearestbirthday) and years of service with the company (to the nearest whole year)equal 80 or more.
          3. Compensation. As full compensation for his services under thisAgreement, Executive shall receive such Compensation as determined by theBoard, and Executive shall be eligible for such fringe benefits as are providedgenerally to all Senior Managers of the Company. The fringe benefits providedat the date of this Agreement are listed on Schedule A, attached hereto andmade a part hereof. The Company may change or terminate any fringe benefitfrom time to time while Executive is employed, so long as the change affectsall Senior Managers.
1

 

          4. Benefits on Termination in Certain Cases. If at the date Executiveterminates employment with the Company, Executive has either (i) attained age65 or (ii) the sum of Executive’s age (as of his nearest birthday) and years ofservice with the Company (to the nearest whole year) equal 80 or more,Executive shall be entitled, at the Company’s expense, to the followingbenefits in addition to any retirement benefits to which Executive may beentitled under any qualified or non-qualified retirement plan maintained by theCompany:
                    (a) Until the later to die of Executive or his spouse, continuation ofcoverage under the Company’s group hospital, medical and dental plans (“MedicalPlan”) for himself, his spouse and eligible dependents (“Covered Group”);provided that if Executive and his spouse are divorced, the benefits for suchspouse shall be discontinued; and further provided that if such spouseremarries after the death of Executive, such coverage shall continue for suchspouse after the date of remarriage only if the spouse pays to the Company thegroup premium for such coverage. Prior to a member of the Covered Groupbecoming eligible for Medicare, the benefits to which that member of theCovered Group is entitled shall be at least equal to the benefits to which thatmember of the Covered Group would have been entitled under the Medical Plan ifExecutive’s had not separated from service. Upon eligibility of a member ofthe Covered Group for Medicare, coverage provided by Medicare shall be primaryand the Medical Plan shall provide additional benefits such that the totalbenefits (*i.e*., Medicare and the Medical Plan) are at least equal to thebenefits that members of the Covered Group would have been entitled under theMedical Plan at Executive’s separation from service.
                    (b) Until the death of the last to die of Executive or his spouse, paymentof uninsured medical expenses (including, but not limited to any deductiblesand coinsurance) for Executive, his spouse and his eligible dependents up to anannual limit of 3.5% of Executive’s highest annual compensation (salary andbonus) during any one of his last five calendar years of employment; providedthat if Executive and his spouse are divorced, or if such spouse remarriesafter the death of Executive, such coverage shall be discontinued for suchspouse. The medical expenses to be covered and the timing of payment of suchmedical expenses shall be based on the terms of the Raven Industries, Inc.Executive Supplemental Medical Plan as in effect at the date of Executive’sseparation from service. If such plan is not in effect at the date ofExecutive’s separation from service and has not been replaced by a similarplan, medical expenses reimbursed shall be those expenses that would bedeductible under Section 213 of the Internal Revenue Code of 1986 as in effectat the date of this Agreement (without regard to any provisions making suchexpenses deductible only to the extent they exceed a percentage of adjustedgross income), and all such expenses shall be paid or reimbursed within 15 daysafter presentation of invoices.
          5. Limitation on Amendment or Termination. If for any reason after thedate of Executive’s retirement, Executive is not permitted to participate inany of the plans or programs referred to in paragraph 4, or if any such plansor programs are amended to provide lesser benefits or are terminated, theCompany, at its sole expense, shall arrange to provide Executive with benefitssubstantially similar to those to which Executive would otherwise have beenentitled but for such amendment or termination.
          6. Termination For Cause. Notwithstanding paragraphs 2, 4 and 5, if theCompany discharges Executive “For Cause” (as defined below) the Company shallnot be required
2

 

to provide 30 days’ advance written notice of termination and the Companymay elect, in its discretion, not to pay the benefits provided under paragraphs4 and 5. A discharge shall be considered “For Cause” if Executive isterminated from employment for willful misconduct that materially injures orcauses a material loss to the Company and a material benefit to Executive orthird parties, as for example, by embezzlement, appropriation of corporateopportunity, conversion of tangible or intangible corporate property or themaking of agreements with third parties in which Executive or anyone related toor associated with him has a direct or indirect interest. The term “For Cause”does not include a termination occasioned by ill-advised good faith judgment ornegligence in connection with the Company’s business.
          7. Confidentiality. So long as Executive is employed and thereafter solong as Executive is entitled to and is receiving the benefits to which he isentitled under paragraphs 4 and 5, he may not either directly or indirectly,except in the course of carrying out the business of the Company or asauthorized in writing on behalf of the Company, disclose or communicate to anyperson, individual, firm or corporation, any information of any kind concerningany matters affecting or relating to the business of the Company or any of itssubsidiaries, including without limitation, any of the customers, prices,sales, manner of operation, plans, trade secrets, processes, financial or otherdata of the Company or any of its subsidiaries, without regard to whether anyor all of such information would otherwise be deemed confidential or material.
          8. Non-Competition. So long as Executive is employed and thereafter solong as Executive is entitled to and is receiving the benefits to which he isentitled under paragraphs 4 and 5, he may not engage or participate directly orindirectly, either as principal, agent, employee, employer, consultant,stockholder, director, co-partner, or any other individual or representativecapacity, in the conduct or management of, or own any stock or otherproprietary interest in, any business that competes with the business of theCompany or any subsidiary of the Company unless he has obtained prior writtenconsent of the Board, except that Executive shall be free without such consentto make investments in any publicly-owned company so long as he does not becomea controlling party in such company.
          9. Consequences of Violation of Confidentiality of Non-Compete Provision.If the Company, in good faith, determines that Executive has violated paragraph7 or 8 of this Agreement, then in addition to any remedy the Company may beentitled at law or in equity, it may discontinue payments under paragraphs 4and 5 upon written notice to Executive of the violation of paragraph 7 or 8.
          10. No Affect on Other Contractual Rights. The provisions of thisAgreement, and any payment provided for hereunder, shall not reduce any amountsotherwise payable, or in any way diminish Executive’s existing rights, orrights that would accrue solely as a result of the passage of time, under anybenefit plan, change in control agreement or other contract, plan orarrangement.
          11. Successors to the Corporation. The Company will require any successoror assign (whether direct or indirect, by purchase, merger, consolidation orotherwise) to all or substantially all of the business and/or assets of theCompany, by agreement in form and substance satisfactory to Executive,expressly, absolutely and unconditionally to assume and agree to perform thisAgreement in the same manner and to the same extent that the Company would berequired to perform it if no such succession or assignment had taken place. Asused in
3

 

this Agreement, “Company” means Raven Industries, Inc. and any subsidiaryor successor or assign to its business or assets that otherwise becomes boundby the terms and provisions of this Agreement by operation of law. In suchevent, the Company shall pay or shall cause such employer to pay any amountsowed to Executive pursuant to this Agreement.
          12. Agreement Binding. This Agreement shall inure to the benefit of andbe enforceable by Executive’s spouse, personal and legal representatives,executors, administrators, successors, heirs, distributees, devisees andlegatees. If Executive dies while any amounts are still payable to himhereunder, all such amounts, unless otherwise provided herein, shall be paid inaccordance with the terms of this Agreement to Executive’s spouse, devisee,legatee, or other designee or, if there is no such designee, to Executive’sestate.
          13. Notice. For purposes of this Agreement, notices and all othercommunications provided for in the Agreement shall be in writing and shall bedeemed to have been duly given when delivered or when mailed by United Statesregistered mail, return receipt requested, postage prepaid, as follows:   If to the Company: Raven Industries, Inc. P.O. Box 5107 Sioux Falls, SD 57117-5107 Attention: Ronald M. Moquist, President and CEO   If to Executive: Barbara Ohme 7501 S. Peregrine Place Sioux Falls, SD 57108
or such other address as either party may have furnished to the other inwriting in accordance herewith, except that notices of change of address shallbe effective only upon receipt.
          14. Miscellaneous. No provisions of this Agreement may be modified,waived or discharged unless such waiver, modification or discharge is agreed toin a writing signed by Executive and such officer of the Company as may bespecifically designated by the Board. No waiver by either party hereto at anytime of any breach by the other party of, or compliance with, any condition orprovision of this Agreement to be performed by such other party shall be deemeda waiver of similar or dissimilar provision or conditions at the same or at anyprior or subsequent time. No agreements or representations, oral or otherwise,express or implied, with respect to the subject matter of this Agreement havebeen made by either party that are not set forth expressly in this Agreement.This Agreement shall be governed by and construed in accordance with the lawsof the state of South Dakota.
          15. Validity. The invalidity or unenforceability of any provisions ofthis Agreement shall not affect the validity or enforceability of any otherprovision of this Agreement, which shall remain in full force and effect.
          16. Counterparts. This Agreement may be executed in one or morecounterparts, each of which shall be deemed to be an original but all of whichtogether will constitute one and the same instrument.
4

 

          17. Fees and Expenses. The Company shall pay all fees and expenses(including reasonable attorney’s fees and costs) that Executive may incur as aresult of the Company’s contesting the validity, enforceability or Executive’sinterpretation of, or determinations under, this Agreement, regardless ofwhether the Company is successful in such contest.
     **IN WITNESS WHEREOF**, the parties have executed this Agreement as of thedate and year first above written.      **RAVEN INDUSTRIES, INC.**