exv10w2







EXHIBIT 10.2




FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT



This is the Fourth Amendment to the Employment Agreement (“Agreement”) between Lindsay Corporation,
a Delaware corporation (“LINDSAY”) and Richard W. Parod (“PAROD”), which was entered into on March
8, 2000, and under which PAROD commenced employment on April 5, 2000, and was previously amended on
May 2, 2003, December 22, 2004, and March 20, 2007.




I.




     Paragraph 22 of the Agreement is hereby added to read as follows:




	 	“22. Section 409A. The provisions set forth in Appendix A
hereto are hereby added to the Agreement and incorporated by reference therein
to comply with Section 409A of the Internal Revenue Code (“Section 409A”).”





II.



All other terms and conditions of the Agreement are hereby ratified and confirmed. All defined
terms which are used herein shall have the same meaning as in the Agreement, except as modified
herein.



IN WITNESS WHEREOF, the parties have executed the Fourth Amendment to the Agreement to be effective
on the later date set forth below when the Agreement has been executed by both parties.




	 	 	 
	RICHARD W. PAROD

	 	LINDSAY CORPORATION
	 
	 	 
	/s/ Richard W. Parod

	 	/s/ Michael N. Christodolou
	 

	 	 
	Richard W. Parod

	 	Michael N. Christodolou
	 

	 	Chairman of the Board
	Date: December 22, 2008

	 	Date: December 15, 2008






 









 






APPENDIX A TO

EMPLOYMENT AGREEMENT WITH RICHARD W. PAROD

I.R.C. § 409A



This Appendix A modifies and clarifies certain terms and conditions of the Employment Agreement
(“Agreement”) between Lindsay Corporation (“Lindsay” or “Company”) and Richard W. Parod (“Parod” or
“Employee”), as amended. The purpose of this Amendment is to comply with Section 409A of the
Internal Revenue Code (“Section 409A”).



1. Termination of Employment. To the extent that the Agreement provides for any
termination payments to be made or provided to Employee as a result of involuntary termination of
employment without cause, Employee will be considered to have experienced a termination of
employment when Employee has a “separation from service” within the meaning of Section 409A.



     In general, Employee will have a “separation from service” within the meaning of Section 409
as of the date that the level of bona fide services that Employee is expected to perform
permanently decreases to no more than 20% of the average level of bona fide services that Employee
performed over the immediately preceding 36-month period.



For these purposes, “services” include services that Employee provides as an employee or as an
independent contractor. In addition, in determining whether Employee has experienced a “separation
from service,” the Company is obligated to take into account services Employee provides both for it
and for any other corporation that is a member of the same “controlled group” of corporations as
the Company under Section 414(b) of the Internal Revenue Code or any other trade or business (such
as a partnership) which is under common control with the Company as determined under Section 414(c)
of the Internal Revenue Code, in each case as modified by Section 409A. In general, this means
that the Company will consider services Employee provides to any corporation or other entity in
which Lindsay Corporation, directly or indirectly, possesses at least 50% of the total voting power
or at least 50% of the total value of the equity interests.



2. Release and Timing of Termination Payments. If Employee is required to deliver a
Release to the Company in order to receive termination payments under the Agreement, the Release
shall be delivered to Company not later than 30 days following Employee’s “separation from
service.” Except as provided in Paragraph 3 below, if a Release is required, Employee’s lump sum
termination payment shall be paid in full on the first regular payday following Employee’s
“separation from service” after Employee’s right to revoke the Release pursuant to applicable law
has lapsed, but in no event later than ninety (90) days following Employee’s “separation from
service.”



3. Required Delay in Payment for “Specified Employees”. Each of the payments under the
Agreement shall be considered a separate payment for purposes of Section 409A. Notwithstanding any
provision to the contrary in this Agreement, if (a) Employee is a “specified employee” within the
meaning of Section 409A for the period in which any payment or benefit under this Agreement would
otherwise commence or be made, and (b) such payment or benefit under this Agreement would otherwise
subject Employee to any tax, interest or penalty imposed under Section 409A if the payment or
benefit were to commence or be made within six months of Employee’s termination of employment with
the Company, then all such payments or benefits that would otherwise be paid during the first six
months after Employee’s “separation from service” within the meaning of Section 409A shall be
accumulated and shall be paid on the earlier of (1) the first day which is at least six months
after Employee’s “separation from service” within the meaning of Section 409A or (2) the date of
Employee’s death.




 









 







4. Reimbursements. If Employee is entitled to receive during or following termination of
employment any reimbursements that constitute deferred compensation for purposes of Section 409A,
(a) any such reimbursements shall be paid no later than the last day of the calendar year following
the calendar year in which the related expense was incurred; (b) the amounts eligible for
reimbursement in any calendar year shall not affect the amounts eligible for reimbursement in any
other calendar year, and (c) the right to reimbursement is not subject to liquidation in exchange
for any other payment or benefit.



5. No Liability of Company. Lindsay Corporation shall not be liable to Employee for any
taxes, interest or penalties which may be imposed on Employee under Section 409A or corresponding
provisions of state laws.