Exhibit 10.2


 


RAVEN INDUSTRIES, INC.


 


SECOND AMENDED AND RESTATED 





EMPLOYMENT AGREEMENT


 


This Second Amended and Restated
Employment Agreement (“Agreement”), effective as of June 20, 2021 (the “Effective Date”), is made
by and between Raven Industries, Inc., a South Dakota corporation (the “Company”) and DANIEL A. RYKHUS
(“Executive”).


 


Recitals


 


A.       Executive
and the Company are parties to that certain Amended and Restated Employment Agreement effective March 29, 2017, which currently remains
in effect (the “Prior Employment Agreement”), pursuant to which the Company provides certain
benefits to Executive.


 


B.       Executive
and the Company desire to alter, amend and restate the Prior Employment Agreement into this Agreement,
and to separately enter into a Change in Control Agreement entered into as of the Effective Date (as executed by Executive and the Company,
and as may be amended or superseded, the “Change in Control Agreement”), and in doing so Executive and the Company
desire this Agreement and the Change in Control Agreement to replace and supersede in its entirety the Prior Employment Agreement.


 


D.       The
severance compensation provisions of this Agreement are intended to comply with or be exempt from Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”), the Treasury Regulations issued under Code Section 409A (the “409A
Regulations”), and other guidance issued under Code Section 409A, to prevent premature income taxes and a 20% penalty from
applying to any severance compensation benefits earned by Executive under this Agreement.


 


E.       The
Company has entrusted and will continue to entrust Executive with certain “Confidential Information” (defined below) that
is necessary for Executive to perform Executive’s work for the Company, and the Company has entrusted and will continue to entrust
Executive with the goodwill of and relationships with certain “Company Customers” (defined below). Executive agrees that,
during employment and for a reasonable period of time after a “Termination of Employment” (defined below), the Company has
the right through the restrictions in this Agreement on Executive’s competitive activities, all of which Executive agrees are reasonable,
lawful, and enforceable restrictions, to protect its Confidential Information, “Inventions” (defined below), goodwill of and
relationships with Company Customers, and investment in its workforce.


 


NOW, THEREFORE, in
consideration of the foregoing recitals, premises and mutual covenants herein contained, and intending to be legally bound hereby, Executive
and the Company hereby agree as follows:


 


1.       Definitions.


 


1.1       “Accountants”
means an accounting firm selected by the Company, which is reasonably acceptable to Executive and whose consent shall not be unreasonably
withheld.


 




     


     


    

1.2       “Board”
means the Board of Directors of the Company.


 


1.3       “Cause”
shall mean the occurrence of any of the following circumstances:


 


(a)       Executive
has committed willful misconduct that materially injures or causes a material loss to the Company and a material benefit to Executive
or third parties, as for example, by embezzlement, appropriation of corporate opportunity, conversion of tangible or intangible corporate
property or the making of agreements with third parties in which Executive or anyone related to or associated with Executive has a direct
or indirect interest; or


 


(b)       Executive
has materially violated any or all of Section 9 (Confidential Information), Section 11 (Conflicting Employment), Section 13 (Solicitation
of Employees), Section 14 (Solicitation of Company Customers) or Section 15 (Covenant Not to Compete), which violation, if it is capable
of cure by Executive, has continued for at least 10 days after the Company gives Executive a written notice describing such violation;
provided, however,


 


(c)       For
the avoidance of ambiguity, the term “Cause” does not include a termination occasioned by Executive’s ill-advised good
faith judgment or negligence in connection with the Company’s business.


 


1.4       “Change
in Control” shall have the meaning ascribed to such term in the Change in Control Agreement.


 


1.5       
“Conflicting Organization” means any person or entity (regardless of its legal form), including Executive, that engages
in, is actively planning to become engaged in, or desires to become engaged in (a) “Competitive Research” (defined below),
and/or (b) researching, inventing, designing, manufacturing, developing, producing, marketing, promoting, selling, soliciting the sales
of, supporting, providing, or servicing of a product or service that competes with or would compete with a “Company Product”
(defined below).


 


1.6       “Company
Customers” mean, during the 24-month period prior to the termination of Executive’s employment, any and all persons or
entities (a) to whom or which the Company sold, solicited sales, supported, marketed, serviced, provided, or promoted Company Products,
or (b) about whom or which Executive acquired Confidential Information or Trade Secrets.


 


1.7       “Company
Product” means, during the 24-month period prior to the termination of Executive’s employment, any product or service
that the Company researched, invented, designed, manufactured, developed, produced, marketed, promoted, sold, solicited sales of, supported,
provided, or serviced in the course of its business. A Company Product also means any product or service with respect to which Executive
received, used, or learned Confidential Information or Trade Secrets.


 


1.8       “Competitive
Research” means any research or development of any kind or nature conducted by anyone other than the Company, including without
limitation theoretical and applied research, which is intended for, or may be useful in, any aspect of researching, inventing, designing,
manufacturing, developing, producing, marketing, promoting, selling, soliciting sales of, supporting, providing, or servicing of products
or services that compete or would compete with any Company Product.


 




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1.9       “Confidential
Information” means any and all proprietary information relating to the Company’s business (and that of its affiliated
entities) that derives and provides the Company with independent economic value from not being generally known or available to a Conflicting
Organization or others that would obtain economic value from its disclosure or use. Here are the categories of materials that consist
of or could consist of Confidential Information: Lists, names, and other information pertaining to Company Customers (including information
developed, stored, and maintained in the Company’s customer relationship management system); sales and marketing plans, methods,
and strategies for growing the Company’s business; methods and plans for how the Company engages in its business including the design
of its deliverables, processes and process development activities for Company Customers; prospect lists and information; price lists and
information; development projects; graphic designs; product research and development; financial statements, information and projections;
management systems and procedures; supplier lists; sales techniques; computer programs, software, and software specifications and information;
results of any research and development, whether complete or in process; any other information that the Company identifies as Confidential
Information; a Company Customer’s confidential information and trade secrets that it entrusts to the Company; and any and all originals
and copies, pictures, facsimiles or other reproductions or recordings or any abstracts or summaries of the foregoing. Failure to mark
any of the Confidential Information as confidential or proprietary will not affect its status as Confidential Information.


 


1.10       “Constructive
Termination” shall mean Executive’s voluntary Termination of Employment by reason of:


 


(a)       an
adverse change of Executive’s responsibilities, authority, status, position, offices, titles or duties; provided, that a
change in Executive's employment from a Subsidiary to the Company or another Subsidiary shall in either event not, in and of itself, be
considered a material change to the Executive's responsibilities, authority, status, position, offices, titles or duties;


 


(b)       (i)
an adverse change in Executive’s annual cash compensation or (ii) a material adverse change in Executive’s long-term incentive
compensation opportunity;


 


(c)       a
requirement to relocate in excess of fifty (50) miles from Executive’s then current place of employment without Executive’s
consent; or


 


(d)       the
material breach by the Company of any provision of this Agreement or failure to fulfill any other material contractual duties owed to
Executive.


 


For the purposes of this definition,
Executive’s responsibilities, authority, status, position, offices, titles and duties are to be determined as of the Effective Date.


 


Notwithstanding the provisions
of Sections 1.10(a), (b), (c) or (d) above, no voluntary Termination of Employment by Executive will constitute a Constructive Termination
unless Executive shall have provided written notice to the Company within 90 days after an occurrence described in paragraphs Sections
1.10(a), (b), (c) or (d) above. The notice will (A) describe Executive’s intention to voluntarily terminate Executive’s employment;
(B) state a Date of Termination that is least 30 days after Executive’s delivery of the notice and (C) set forth in


 




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reasonable
detail the conduct that Executive believes to be the basis for the Constructive Termination; and such Constructive Termination will take
effect if the Company thereafter fails to correct such conduct (or commence action to correct such conduct and diligently pursue such
correction to completion) within 30 days following the Company’s receipt of such notice.


 


1.11       “Covered
Group” means Executive, his spouse and eligible dependents.


 


1.12       “Covered
Payments” means the payments or benefits provided or to be provided by the Company or its affiliates to Executive or for Executive’s
benefit pursuant to the terms of this Agreement or otherwise.


 


1.13       “Date
of Termination” shall mean:


 


(a)       if
Executive voluntarily terminates employment with the Company, the later of (i) a Date of Termination (if any) stated in Executive’s
Notice of Termination, or (ii) the date on which Executive delivers the Notice of Termination to the Company; or


 


(b)       if
Executive’s employment is terminated by the Company, the date on which the Company delivers a Notice of Termination to Executive.


 


1.14       “Excise
Tax” means the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed
by state or local law or any interest or penalties with respect to such taxes.


 


1.15       “Inventions”
means inventions, original works of authorship, developments, concepts, improvements or Trade Secrets, whether or not patentable or registrable
under copyright or similar laws, which Executive may solely or jointly conceive or develop or reduce to practice, or cause to be conceived
or developed or reduced to practice, during the period of time Executive is in the employ of the Company.


 


1.16       “Medical
Plan” means any group hospital, medical or dental plan of the Company.


 


1.17       “Notice
of Termination” means a written notice which shall indicate those specific Termination of Employment provisions in this Agreement
that are being relied upon. Any Termination of Employment by the Company or Executive shall be communicated by a Notice of Termination.


 


1.18       “Parachute
Payments” means parachute payments within the meaning of Section 280G of the Code.


 


1.19       “Prior
Inventions” means inventions, original works of authorship, developments, improvements, and Trade Secrets which were made by
Executive prior to Executive’s employment with the Company.


 


1.20       “Termination
of Employment” means, solely for purposes of this Agreement, Executive’s “separation from service” from the
Company, for any reason, voluntary or involuntary, other than Executive’s death; provided, that this definition shall be
interpreted to


 




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comply with
the 409A Regulations, including without limitation the provisions that define an employer by reference to certain affiliated employers.


 


1.21       “Senior
Executive Officer Policy” means the Company’s Senior Executive Officer Policy attached here to as Schedule A
and incorporated herein by reference.


 


1.22       “Short
Term Incentive Plan” means the Company’s Short Term Incentive Plan in effect as of the Effective Date and all amendments,
modifications, and successors thereto.


 


1.23       “Subsidiary”
means any corporation as to which the Company owns a majority of the voting securities.


 


1.24       “Third
Party Confidential Information” means the confidentiality of information disclosed by third parties to the Company or Executive.


 


1.25       “Trade
Secrets” means trade secrets as defined by the South Dakota Uniform Trade Secrets Act.


 


1.26       “‘34
Act” means the Securities Exchange Act of 1934, as amended.


 


2.       Employment.
Subject to the terms and provisions set forth in this Agreement, Executive shall continue in the employ of the Company in a senior executive
capacity, with such duties, powers and authority as are assigned to Executive from time to time by the Board, and with access to the Company’s
Confidential Information.


 


3.       Agreement
Term. This Agreement shall commence on the Effective Date and shall continue in effect until terminated in accordance with Section
6; provided, however, that each party shall remain bound by the terms and provisions of this Agreement that survive the termination
in accordance with Section 20.10.


 


4.       Compensation.
As full compensation for Executive’s services under this Agreement, Executive shall receive compensation as determined by the Board,
and Executive shall be eligible to receive the fringe benefits, as are provided generally to all senior executive officers of the Company,
that are listed on the Senior Executive Officer Policy. Subject to Section 20.1, the Company may change or terminate any fringe benefit
provided by the Senior Executive Officer Policy from time to time while Executive is employed, so long as the change affects all senior
executive officers.


 


5.       Compensation
and Fringe Benefits. Without limiting the provisions of Section 6.2 of this Agreement and subject to Section 5.1(d), Executive
shall be entitled to receive the benefits under this Section 5 if, upon the Termination of Employment or death of Executive, Executive
has either (a) attained age 65 or (b) the sum of Executive’s age (as of his nearest birthday) and years of service with
the Company (to the nearest whole year) equals 80 or more.


 


5.1       Medical
Benefits. Executive shall be entitled, at the Company’s expense, to the following benefits in addition to any retirement benefits
to which Executive may be entitled under any qualified or non-qualified retirement plan maintained by the Company:


 




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


 


(b)       Until
the death of the last to die of Executive or his spouse, payment of uninsured medical expenses (including, but not limited to any deductibles
and coinsurance) for Executive, his spouse and his eligible dependents up to an annual limit of 10% of Executive’s highest annual
compensation (salary and bonus) during any one of his last five calendar years of employment; provided, that if Executive and his
spouse are divorced, or if such spouse remarries after the death of Executive, such coverage shall be discontinued for such spouse. The
medical expenses to be covered and the timing of payment of such medical expenses shall be based on the terms of the Raven Industries,
Inc. Executive Supplemental Medical Plan as in effect on the Termination of Employment or at the death of Executive. If such plan is not
in effect on the Termination of Employment or at the death of Executive and has not been replaced by a similar plan, medical expenses
reimbursed shall be those expenses that would be deductible under Section 213 of the Internal Revenue Code of 1986 as in effect at
the date of this Agreement (without regard to any provisions making such expenses deductible only to the extent they exceed a percentage
of adjusted gross income), and all such expenses shall be paid or reimbursed within 15 days after presentation of invoices.


 


(c)       If
for any reason after the date of Executive’s retirement, Executive is not permitted to participate in any of the plans or programs
referred to in Section 5.1(a) or (b), or if any such plans or programs are amended to provide lesser benefits or are terminated, the Company,
at its sole expense, shall arrange to provide Executive with benefits substantially similar to those to which Executive would otherwise
have been entitled but for such amendment or termination.


 


(d)       If
the Company, in good faith, determines that (i) Executive has violated any or all of Section 9 (Confidential Information), Section 11
(Conflicting Employment), Section 13 (Solicitation of Employees), Section 14 (Solicitation of Company Customers) or Section 15 (Covenant
Not to Compete) of this Agreement, which violation, if it is capable of cure by Executive, has continued for at least 10 days after the
Company gives Executive a written notice describing such violation or (ii) Executive, at any time while receiving the payments under this
Section 5.1, is employed by or otherwise performs services in any other capacity for a Conflicting Organization in connection with or
relating to Competitive Research or a product or service that competes with a Company Product, then in addition to any remedy the Company
may be entitled at law or in equity, the Company may discontinue payments under this Section 5.1 upon written notice to Executive.


 




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5.2       Tax
Gross-Up. To the extent that all or any of the payments under Section 5.1 made in a calendar year are subject to federal, state, or
local income tax, the Company shall pay to Executive (or his spouse if Executive is deceased or his estate if he is not survived by a
spouse) a Gross-Up Amount before April 15 of the following year. The term “Gross-Up Amount” means an amount, after
the payment of federal, state and local income tax on such amount, that is necessary to pay the federal, state and local income tax on
the taxable payments for such calendar year. For purposes of determining the Gross-Up Amount, Executive shall be considered to pay federal,
state and local income taxes at the highest marginal rate, net of the maximum reduction in federal income taxes that could be obtained
from the deduction of state and local taxes.


 


6.       Termination;
Severance Payments.


 


6.1       At-Will
Employment. Executive and the Company agree that Executive’s employment is at-will and either Executive or the Company may terminate
Executive’s employment at any time, for any reason or no reason, and no provision contained herein shall affect the Company’s
ability to terminate Executive’s employment at any time, with or without “Cause” (defined above). Nothing in this Agreement,
any applicable equity compensation plan of the Company, or any other plan or program of compensation or benefits in which Executive participates
at the Company guarantees continued employment or creates an expectation of continued employment; provided however, that each party
shall remain bound by the terms and provisions of this Agreement that survive the termination in accordance with Section 20.10.


 


6.2       Severance
Compensation upon Termination of Employment by Company without Cause or by Executive’s Constructive Termination Not Covered by the
Change in Control Agreement. If, at any time there occurs: (a) except in the case of Executive’s death, Executive’s Termination
of Employment by the Company without Cause or (b) Executive’s Constructive Termination, and Executive is not eligible for any severance
compensation under the Change in Control Agreement in connection with such Termination of Employment or Constructive Termination, then,
subject to Executive continuing to fulfill Executive’s obligations under Sections 6.2(b), 6.5 and 12 hereof:


 


(a)       The
Company shall pay Executive any earned and accrued but unpaid installment of base salary through the Date of Termination at the rate in
effect at the time Notice of Termination is given and all other unpaid amounts to which Executive is entitled as of the Date of Termination
under any compensation plan or program of the Company, including, without limitation, all accrued vacation time; such payments to be made
in a lump sum on or before the fifth day following the Date of Termination;


 


(b)       In
lieu of any further salary payments to Executive for periods subsequent to the Date of Termination, the Company shall pay to Executive
an amount equal to the sum of (A) the product of (i) Executive’s annual base salary in effect as of the Date of Termination and
the target payment for that full year under the Short Term Incentive Plan (ii) and the number 2; plus (B) the target amount
under the Short Term Incentive Plan on a prorated basis for the period of the Company’s then current fiscal year which Executive
is employed by the Company prior to the Date of Termination; such payment to be made in a lump sum on or before the 60th calendar day
following the Date of Termination; provided, that no such payment will be made unless Executive has entered into and delivered
to the Company the separation agreement and general


 




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release
described in Section 6.5 below, and any period during which Executive may revoke or rescind such release and covenant has expired before
that 60th day; and provided further, that if, as of the Date of Termination: (x) any payment due under this Section 6.2 is
reasonably deemed by the Company to be “deferred compensation” (as defined in the 409A Regulations), (y) any portion
of the payment due under this Section 6.2 would exceed the sum of the applicable limited separation pay exclusions as determined
pursuant to the 409A Regulations and (z) Executive is treated as a specified employee (as defined in the 409A Regulations), then payment
of such excess amount shall be delayed until the six-month anniversary of the Date of Termination. If Executive continues to perform
any services (as an employee or otherwise) for the Company or a Subsidiary of the Company after the Date of Termination, such six-month
period shall be measured from the date of Executive's “separation from service” as defined pursuant to the 409A Regulations;
and


 


(c)       In
addition to the benefits provided for in Section 5 (and regardless if Executive is eligible to receive such benefits pursuant to terms
and conditions of Section 5), Executive shall, effective on the Date of Termination, be deemed to be qualified and vested in all respects
for the post-retirement benefits of the Senior Executive Officer Policy, regardless of whether Executive otherwise then satisfies the
requirements for early retirement under the Senior Executive Officer Policy; provided, that the post-retirement benefits specified
under this Section 6.3(d) shall (i) not become payable until Executive reaches age 65, unless such benefits are otherwise payable due
to Executive’s eligibility for early retirement benefits under the terms of the Senior Executive Officer Policy as of the Date of
Termination; and (ii) not be provided to the extent such benefits are provided to Executive by another employer at no cost to Executive;
and


 


(d)       Notwithstanding
anything stated in any other agreement between the Company and Executive that may be construed to the contrary, the Company shall cause
any unvested portion of Executive’s restricted stock units, performance awards and any other equity awards granted to Executive
under any applicable equity compensation plan of the Company to immediately vest in full to the extent not already vested. Any performance
awards will vest at the target level.


 


6.3       Severance
Compensation Upon or Following a Change in Control and Employment Separation Covered by the Change in Control Agreement. If (a) a
Change in Control of the Company shall have occurred while Executive is an employee of the Company and (b) upon or following such Change
in Control Executive is eligible to receive any severance compensation under the Change in Control Agreement in connection with Executive’s
separation from employment, then Executive shall be eligible to receive severance compensation pursuant to the terms and conditions of
the Change in Control Agreement and will not be eligible to receive any severance compensation pursuant to this Agreement.


 


6.4       Termination
of Employment by the Company for Cause or by Executive’s Voluntary Termination or Death. Upon Executive’s Termination
of Employment by the Company for Cause or Executive’s voluntary Termination of Employment which does not constitute Constructive
Termination, or if Executive dies while still an employee of the Company, then the Company shall pay to Executive or Executive’s
estate, in the case of Executive’s death, any earned and accrued but unpaid installment of base salary through the Date of Termination
or Executive’s death at the rate in effect at the time Notice of Termination is given or at Executive’s death and all other
unpaid amounts to which Executive is entitled as of the Date of Termination or Executive’s


 




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death under
any compensation plan or program of the Company, including, without limitation, all accrued vacation time; such payments to be made in
a lump sum on or before the fifth day following the date of the Date of Termination or Executive’s death. Other than the compensation
payments and/or benefits provided for in Section 5 or this Section 6.4, neither Executive nor Executive’s estate is entitled to
any other compensation payments or benefits upon the Termination of Employment for the events described in this Section 6.4.


 


6.5       Release
Agreement. The Company’s obligations to provide the payments and benefits in Section 6.2 are conditioned on Executive entering
into a separation agreement and general release in the form attached as Exhibit A to this Agreement, with such changes as may be
reasonably required to reflect changes in applicable law or circumstances subsequent to the date first above written; and the Company
shall deliver such separation agreement and general release to Executive within 10 calendar days after the earlier of (i) the Date of
Termination or (ii) the Company’s receipt of a Notice of Termination asserting a Constructive Termination.


 


7.       Limitation
on Parachute Payments.


 


7.1       Limitation.
Notwithstanding anything stated in this Agreement, or any other plan, arrangement or agreement to the contrary (including without limitation
any applicable equity compensation plan of the Company), if any of the Covered Payments constitute Parachute Payments and would, but for
this Section 7 be subject to the Excise Tax, then the Covered Payments shall be payable either (i) in full or (ii) reduced to the minimum
extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax, whichever of the foregoing (i) or (ii)
results in Executive’s receipt on an after-tax basis of the greatest amount of benefits after taking into account the applicable
federal, state, local and foreign income, employment and excise taxes (including the Excise Tax).


 


7.2       Reduction.
The Covered Payments shall be reduced in a manner that maximizes Executive’s economic position. In applying this principle, the
reduction shall be made in a manner consistent with the requirements of Section 409A of the Code, and where two economically equivalent
amounts are subject to reduction by payable at different times, such amounts shall be reduced on a pro rata basis but not below zero.


 


7.3       Accountants.
Any determination required under this Section 7 shall be made in writing in good faith by the Accountants, which shall provide detailed
supporting calculations to the Company and Executive as required by the Company or Executive. The Company and Executive shall provide
the Accountants with such information and documents as the Accountants may reasonably request in order to make a determination under this
Section 7. The Company shall be responsible for all fees and expenses of the Accountants.


 


7.4       Overpayment
or Underpayment. It is possible that after the determinations and selections made pursuant to this Section 7 Executive will receive
Covered Payments that are in the aggregate more than the amount provided under this Section 7 (“Overpayment”) or less
than the amount provided under this Section 7 (“Underpayment”).


 


 






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7.4.1       In
the event that: (A) the Accountants determine, based upon the assertion of a deficiency by the Internal Revenue Service against either
the Company or Executive which the Accountants believe has a high probability of success, that an Overpayment has been made or (B) it
is established pursuant to a final determination of a court or an Internal Revenue Service proceeding that has been finally and conclusively
resolved that an Overpayment has been made, then Executive shall pay any such Overpayment to the Company.


 


7.4.2       In
the event that: (A) the Accountants, based upon controlling precedent or substantial authority, determine that an Underpayment has occurred
or (B) a court of competent jurisdiction determines that an Underpayment has occurred, any such Underpayment will be paid promptly by
the Company to or for the benefit of Executive.


 


8.       Policies
and Procedures. Executive agrees to comply with all policies and procedures of the Company for its employees.


 


9.       Confidential
Information.


 


9.1       Confidential
Information. Executive acknowledges that in the course of employment, Executive will learn of, have access to, and use the Company’s
Confidential Information. Executive recognizes that the Company’s business depends to a considerable extent on other information
pertaining to new business opportunities, patent protection, Inventions, trademarks, copyrighted material, and Trade Secrets respecting
formulas, processes, methods, plans, apparatus, products, improvements, and applications. Executive also recognizes that the Company’s
business depends to a considerable extent on information pertaining to Company Customers and prospective Company Customers, and the Company’s
systems, policies, methods of operation, procedures, manuals; and pricing and other non-public information. The Company shall retain ownership
of all rights to all of its Confidential Information and other business information described herein. Confidential Information shall not
include any information that (i) is or becomes available to the public without a breach of this Agreement or right of the Company, or
(ii) is lawfully obtained from a third party without breach of this Agreement or any other agreement, or (iii) if Executive is required
by law to disclose Confidential Information in response to a valid order of a court or a government agency, Executive will promptly notify
the Company and Executive will reasonably cooperate with the Company’s attempts to obtain a protective order.


 


The Company may have an obligation
to third parties to maintain Third Party Confidential Information. Executive agrees that all Third Party Confidential Information obtained
by Executive during the course of employment, whether such information is communicated in written or verbal form, and whether such information
is in recorded or unrecorded form and whether it is maintained solely at the Company’s offices or elsewhere or maintained by Executive
solely or in combination with other information will be held in strict confidentiality.


 


Executive shall not at any
time or in any manner, either directly or indirectly, divulge or disclose the Company’s Confidential Information or Third Party
Confidential Information to any other person or entity except as required by Executive’s duties to the Company, and Executive shall
not use such Confidential Information or Third Party Confidential Information in competition with the Company or for the gain or benefit
of Executive or any other person or company. Executive shall not utilize or divulge any Confidential Information or Third Party Confidential


 




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Information
to any other person or company, regardless of whether such knowledge or information is in recorded form or otherwise, absent the express
written consent of an authorized representative of the Company.


 


Following a Termination of
Employment, Executive shall not remove or retain any document, copy of document, client or prospect files, or any other recording, in
any type or form relating to any Confidential Information, other business information of the Company, or Third Party Confidential Information.
Upon a Termination of Employment, or sooner at the request of the Board, Executive shall turn over to the Company all notes, memoranda,
drawings, documents, apparatus, product and material related to the employment, it being agreed that such items are the property of the
Company. The obligations of Executive under this entire section shall survive the termination of this Agreement and Executive’s
employment.


 


9.2       Former
Employer Information. Executive agrees that Executive will not, during Executive’s employment with the Company, improperly use
or disclose any proprietary information or trade secrets of any former or concurrent employer or other person or entity with whom Executive
has an agreement or duty to keep such information or Secrets confidential, if any, and that Executive will not bring onto the premises
of the Company any proprietary information belonging to any such employer, person or entity unless consented to by such employer, person
or entity.


 


10.       Inventions.


 


10.1       Inventions
Retained and Licensed. Executive has attached hereto, as Schedule B to this Agreement, a list describing the Prior Inventions,
which belong to Executive, which relate to the Company’s proposed business, products or research and development, and which are
not assigned to the Company hereunder; or, if no such list is attached, Executive represents that there are no such Prior Inventions.
If in the course of Executive’s employment with the Company, Executive incorporates into a Company product, process or machine a
Prior Invention owned by Executive or in which Executive has an interest, the Company is hereby granted and shall have a nonexclusive,
royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Invention as part of or in
connection with such product, process or machine.


 


10.2       Assignment
of Inventions. Executive agrees that Executive will promptly make full written disclosure to the Company, will hold in trust for the
sole right and benefit of the Company, and hereby assign to the Company, or its designee, all Executive’s right, title, and interest
in and to any and all Inventions, including the copyright thereon. Executive further acknowledge that all original works of authorship
which are made by Executive (solely or jointly with others) within the scope of Executive’s employment and which are protectable
by copyright are “works made for hire,” as that term is defined in the United States Copyright Act.


 


10.3       Maintenance
of Records. Executive agrees to keep and maintain adequate and current records of all Inventions made by Executive (solely or jointly
with others) during the term of Executive’s employment with the Company. The records will be in the form of notes, sketches, drawings,
and any other format that may be specified by the Company. The records will be available to and remain the sole property of the Company
at all times.


 




    11 


     


    

10.4       Patent
and Copyright Registrations. Executive agrees to assist the Company, or its designee, at the Company’s expense, in every proper
way to secure the Company’s rights in the Inventions and any copyrights, patents, trademarks or other intellectual property rights
relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect
thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem
necessary in order to apply for and obtain such rights and in order to assign and convey to the Company the sole and exclusive right,
title and interest in and to such Inventions, and any copyrights, patents, trademarks or other intellectual property rights relating thereto.
Executive further agrees that Executive’s obligation to execute or cause to be executed, when it is in Executive’s power to
do so, any such instrument or papers shall continue after the termination of this Agreement. If the Company is unable because of Executive’s
mental or physical incapacity or for any other reason to secure Executive’s signature to apply for or to pursue any application
for any United States or foreign patents or copyright, trademark or other registrations covering Inventions assigned to the Company as
above, then Executive hereby irrevocably designates and appoints Company and its duly authorized officers and agents as Executive’s
agent and attorney in fact, to act for and in Executive’s behalf and stead to execute and file any such applications and to do all
other lawfully permitted acts to further the prosecution and issuance of letters patent, or copyright, trademark or other registrations
thereon with the same legal force and effect as if executed by Executive.


 


10.5       Intellectual
Property Litigation or Prosecution. Executive further agrees that Executive will appear and give evidence in any suits, arbitrators,
interferences or other legal proceedings which arise in connection with matters covered or intended to be covered in this Section 10.
All expenses (including reimbursement for any loss of salary or wages from another employer if Executive is no longer employed by the
Company) in connection with the matters covered or intended to be covered in this Section 10 shall be borne by the Company and any legal
proceedings in connection with such matters shall be conducted by attorneys chosen by the Company.


 


11.       Conflicting
Employment. Executive agrees that, during the term of Executive’s employment with the Company, Executive will not engage
in any other employment, occupation, consulting or other business activity directly related to the business in which the Company is now
involved or becomes involved during the term of Executive’s employment, nor will Executive engage in any other activities that conflict
with Executive’s obligations to the Company. If there is any possibility of a conflict or perceived conflict, Executive understands
that it is Executive’s obligation and duty to present the potential conflict to the Company and the Company can decide, in its discretion,
whether a conflict exists.


 


12.       Returning
Company Documents. Executive agrees that, upon a Termination of Employment, or sooner at the request of the Board, Executive will
deliver to the Company (and will not keep in my possession or deliver to anyone else) any and all devices, records, data, notes, reports,
proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or
reproductions of any aforementioned items developed by Executive pursuant to Executive’s employment with the Company or otherwise
belonging to the Company or that constitutes Confidential Information or Third Party Confidential Information. Upon the termination of
Executive’s employment, Executive agrees to sign and deliver to the Company the “Termination Certification” attached
hereto as Exhibit B to this Agreement. The


 




    12 


     


    

Company’s obligations to provide the payments
and benefits in Section 6.2 are conditioned on Executive, among other requirements, signing the Termination Certification.


 


13.       Solicitation
of Employees. Executive agrees that Executive shall not, for a period of two (2) years immediately following the Termination of
Employment, either directly or indirectly, on Executive’s own behalf or in the service or on behalf of others, solicit, recruit
or attempt to persuade any person to terminate such person’s employment with the Company, whether or not such person is a full-time
employee or whether or not such employment is pursuant to a written agreement or is at-will.


 


14.       Solicitation
of Company Customers. Executive agrees that Executive shall not, for a period of two (2) years immediately following the Termination
of Employment, directly or indirectly market, sell, or provide, or attempt to market, sell, or provide to any Company Customer any product
or service of a Conflicting Organization that competes with any Company Product.


 


15.       Covenant
Not to Compete. Executive agrees that Executive shall not, for a period of two (2) years immediately following the Termination
of Employment, be employed by or otherwise perform services in any other capacity for a Conflicting Organization in connection with or
relating to Competitive Research or a product or service that competes with a Company Product.


 


16.       Enforcement.


 


16.1       Jurisdiction.
Executive agrees that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach
of this Agreement or any other dispute between the parties shall be brought in the Circuit Court, Second Judicial Circuit, Minnehaha County,
South Dakota. Executive consents to the personal jurisdiction of such circuit court.


 


16.2       Remedies.
The restrictions in this Agreement are not greater than reasonably necessary to protect the Company’s legitimate interests; are
reasonable in the sense that they are not injurious, harmful, or prejudicial to the public or public interest; and are not unduly harsh,
burdensome, or oppressive on Executive because they are reasonable in time and area and do not restrict Executive’s right to pursue
Executive’s livelihood. Executive agrees that it would be impossible or inadequate to measure and calculate the Company’s
damages from any breach of the covenants set forth in this Agreement, and that a breach of such covenants could cause irreparable injury
to the Company. Accordingly, Executive agrees that if Executive breaches any of such covenants, the Company will have available, in addition
to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach
or threatened breach and to specific performance of any such provision of this Agreement. Executive further agrees that no bond or other
security shall be required in obtaining such equitable relief and Executive hereby consents to the issuance of such injunction and to
the ordering of specific performance.


 


17.       Usage
of Name. Executive agree that Executive will provide, and that the Company may similarly provide, a copy of this Agreement to
any business or enterprise (i) which Executive may directly or indirectly be employed by or own, manage, operate, finance, join, participate
in the ownership, management, operation, financing, control or control of, or (ii) with which Executive


 




    13 


     


    

may be connected with as an officer, director,
employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which Executive may use or permit
Executive’s name to be used.


 


18.       Tolling
Provision. The parties agree that the duration of the restrictions in Sections 13, 14 and 15 shall be extended for a period equal
to the duration of any breach of such covenants by Executive to the maximum extent permitted by applicable law.


 


19.       Successors.


 


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


 


19.2       The
Company. The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to Executive,
expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform it if no such succession or assignment had taken place. As used in this Agreement, “Company”
shall mean the Company as hereinbefore defined and any successor or assign to its business and/or assets as aforesaid which executes and
delivers the agreement provided for in this Section 19.2 or which otherwise becomes bound by all the terms and provisions of this Agreement
by operation of law. If at any time during the term of this Agreement Executive is employed by a Subsidiary, (1) “Company”
as used in this Agreement shall in addition include such Subsidiary, (2) the Company agrees that it shall pay or shall cause such Subsidiary
to pay any amounts owed to Executive pursuant to Sections 4, 5 and 6 hereof and (3) any transfer of Executive’s employment between
the Subsidiary and the Company or another Subsidiary shall not, in and of itself, be deemed a Termination of Employment.


 


20.       Miscellaneous.


 


20.1Modification to
the Senior Executive Officer Policy. After the Termination of Employment or death of Executive, so long as a member of the Covered
Group (as defined herein) is receiving any fringe benefit on the Senior Executive Officer Policy hereunder, the Company may not change
or terminate any fringe benefit on the Senior Executive Officer Policy in a manner that would reasonably be expected to adversely affect
any member of the Covered Group’s interests without the prior written consent of Executive (or all members of the Covered Group,
in the case of Executive’s death).


 


20.2       No
Obligation to Mitigate Damages; No Effect on Other Contractual Rights. Executive shall not be required to mitigate damages or the
amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of any


 




    14 


     


    

payment
provided for under this Agreement be reduced by any compensation earned by Executive as the result of employment by another employer
after the Date of Termination.


 


20.3       No
Effect on Other Contractual Rights. The provisions of this Agreement, and any payment provided for hereunder, shall not reduce any
amounts otherwise payable, or in any way diminish Executive’s existing rights, including post-retirement benefits or any other rights
which would accrue solely as a result of the passage of time, under any benefit plan, employment agreement or other contract, Company
policy, plan or arrangement (except for the Prior Employment Agreement, which is terminated and superseded pursuant to Section 20.9).


 


20.4       Withholding.
The Company shall deduct, from any payment made under this Agreement, any Federal or state taxes required by law to be withheld from such
payment.


 


20.5       Miscellaneous.
No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing
signed by Executive and such officer of the Company as may be specifically designated by the Board. No term or condition of this Agreement
shall be deemed to have been waived, nor shall there be any estoppel to enforce any provision hereof, except by a written instrument executed
by the party charged with waiver or estoppel. The Company’s delay, waiver, or failure to enforce any of the terms of this Agreement
or any similar agreement with any other of its employees shall not constitute a waiver of its rights hereunder with respect to other violations
of this Agreement or any other agreement.


 


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


 


	 	To the Company:	 
	 	 	 
	 	Raven Industries, Inc.	 
	 	205 East 6th Street	 
	 	P.O. Box 5107	 
	 	Sioux Falls, South Dakota 57117	 
	 	Attention: President	 
	 	 	 
	 	 	 
	 	If to Executive:	 
	 	 	 
	 	(Address currently on file with the Company)	 
	 	 	 


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


 


20.7       Severability.
Executive acknowledges that the provisions, restrictions and time limitations contained in Sections 9, 13, 14, 15 and 16 are reasonable
and properly required for the adequate protection of the business of the Company. If any provision of this Agreement is unreasonable or
unenforceable under applicable law, the validity or enforceability of the remaining


 




    15 


     


    

provisions
shall not be affected. To the extent any provision of this Agreement is judicially determined to be unenforceable or unreasonable in
any respect, a court of competent jurisdiction may reform any such provision to make it reasonable and enforceable to the extent permitted
by applicable law. It is the desire of Executive and the Company that the provisions of this Agreement shall be interpreted, where possible,
to sustain their legality and enforceability and protect the Company’s legally protectable business interests.


 


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


 


20.9       Entire
Agreement. This Agreement constitutes the entire agreement between the parties and supersedes the Prior
Employment Agreement and all other prior agreements and understandings between the parties with respect to the subject matter hereof;
provided, that this Agreement shall not affect or reduce any benefit to which Executive shall be otherwise entitled under any applicable
equity compensation plan of the Company, or any other plan, agreement or policy of or with the Company. No modification of or amendment
to this Agreement, nor any waiver of any rights under this agreement, will be effective unless in writing signed by the party to be charged.
Any subsequent change or changes in my duties, salary or compensation will to affect the validity or scope of this Agreement.


 


20.10       Survival.
Any Termination of Employment shall not affect the continuing operation and effect of Sections 5 through 20 hereof, which shall survive
the Termination of Employment and continue in full force and effect with respect to the Company and Executive. Sections 5 through 20 hereof
shall also continue in force and effect if Executive’s duties, compensation, title, or location of work for the Company change after
this Agreement becomes effective, and any such change will not terminate or invalidate this Agreement or affect or impair its validity
and enforceability.


 


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


 


[Signature Page Follows]


 




    16 


     


    

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


 





 


	RAVEN INDUSTRIES, INC.
	By:  /s/
Lee Magnuson          
	
    Lee Magnuson

    

    Vice President & General Counsel

     

	
    EXECUTIVE:

     

	By: _/s/ Daniel A. Rykhus____
	       Daniel A. Rykhus
	 




    17 


     


    

Schedule A


 


POLICIES AND PROCEDURES


 


DATE: 1 DECEMBER 2010 (revised 1 January 2016)


 


SUBJECT: SENIOR EXECUTIVE OFFICER BENEFITSNO.
RS-01A


 


In addition to all of the fringe benefits provided
to salaried employees, Senior Executive Officers, Chief Executive Officer and (Chief Financial Officer, hired before 12/1/14) will have
the following additional benefits:


 


1.        Supplemental
health insurance benefits for the officer and his dependents up to 6.5% of the total current base salary.


 


2.       The
Chief Executive Officer will receive a social membership to the Minnehaha Country Club.


 


3.       Health
club membership or equivalent in home exercise equipment.


 


4.       Inclusion
in the Group Life Insurance and A.D. & D. policy at 2.0 times annualized base salary on February 1st each year. The group life insurance
policy is updated annually on March 1st of each year, and the benefit will be limited to the maximum benefit offered by the current life
insurance carrier.


 


5.       Individual
term policies may be required to reach the coverage levels in Number 5 above.


 


Those policies are funded by the company for the
period of time employed by the company. The officer will have the option to convert or continue at officer’s expense upon termination
or retirement.


 


6.       This
section applies only to Senior Executive Officers elected before February 1, 2004. A second-to-die life policy will be provided to the
Chief Financial Officer in the amount of $300,000. Premiums on this policy will be paid by the company until the policy is fully funded
(the point where dividends of the policy are sufficient to pay the entire premium) provided that the officer is employed until “normal
retirement” age or qualifies for “early retirement” in accordance with Raven policies and procedures.


 


Upon the officer’s retirement
at the normal retirement age or if qualifying for early retirement in accordance with Raven Policies and Procedures the second-to-die
life policy will be paid up by Raven at the time of the officer’s retirement. The premium benefit for the paid up policy will be
grossed up at the end of the calendar year.


 


If the officer terminates
employment before qualifying for either normal or early retirement the officer will have the option to continue the policy by paying the
premiums or may exercise one of the conversion features available in the policy.


 




    18 


     


    

7.       For
Senior Executive Officers elected before February 1, 2004, long-term care insurance will be provided to the officer and officer’s
spouse.


 


8.       Full
pay for sick leave up to a point where disability insurance coverage begins. Disability insurance is 60% of base salary non-integrated
with Social Security. Provisions of the actual policy will govern the exact amount of payments.


 


9.       Two
additional weeks of paid vacation in addition to the regular established vacation policy.


 


10.       Physical
examinations provided by the company will be given on a biennial basis to age 60 on individuals who are asymptomatic, annually if symptomatic.
Above age 60 examinations will be annually.


 


11.       Officer’s
annual base salary will be grossed up at the end of the calendar year to compensate for any additional payroll and income tax burden created
by the treatment of the officer’s benefits under numbers 1, 4, 5, 6, 7, and 10, above, as additional income.


 


12.       Senior
Executive Officer Retirement & Benefits


 


This section applies only
to Senior Executive Officers retiring after February 1, 2010. Benefits to officers retiring before that date will be governed by the policy
in effect at retirement.


 


Full retirement benefits will
be available to any senior executive officer who retires between the ages of 65 and 70, or who chooses early retirement. Early retirement
is defined as the first day of any month after the officer’s years of service, plus attained age equals or exceeds the sum of 80,
or any date between then and age 65.


 


Those benefits are:


 


(A)       Continued
retiree group hospital, medical and dental coverage for the officer, spouse and eligible dependent child(ren), as defined by the insurance
carrier’s policy, until the officer attains the eligibility age for Medicare (presently age 65) or is eligible for Medicare due
to disability. Premiums will be at the same rate available to active Senior Executive Officers.


 


If said officer dies prior to Medicare eligibility,
coverage will continue on the same basis for spouse and/or eligible dependent child(ren) as long as spouse does not remarry and dependent
child(ren) meets insurance carrier’s eligibility requirements.


 


When the officer becomes eligible for Medicare,
the spouse is eligible for continued retiree group hospital, medical or dental coverage until the spouse becomes eligible for Medicare.
Coverage for the spouse will terminate in the event the officer and spouse divorce or the spouse remarries after the death of the officer.
Upon divorce or remarriage of spouse, the spouse would then be offered COBRA in compliance with Federal COBRA guidelines administered
on a consecutive basis.


 


When the officer becomes eligible for Medicare,
eligible dependent child(ren) are eligible for continued retiree group hospital, medical and dental coverage until the dependent no longer
meets the definition of an eligible dependent as defined by the insurance carrier’s policy. Upon loss of


 




    19 


     


    

dependent eligibility, COBRA will be offered in
compliance with Federal COBRA guidelines administered on a consecutive basis.


 


(B)       Upon
eligibility for Medicare by either the officer or spouse, the officer and spouse will be provided supplemental hospital, medical, and
prescription drug coverage to Medicare which would result in the same coverage that is provided to the full-time active officers of the
company. This coverage, as well as group dental coverage, will continue for the rest of the officer’s and spouse’s life or
until the spouse divorces said officer or remarries after the death of the officer. In the event the spouse divorces or remarries after
death of officer, supplemental coverage will cease being paid by Raven and will be the responsibility of the former spouse.


 


In the event that eligible dependent child(ren)
are eligible for Medicare, said dependent child(ren) will be provided supplemental hospital and medical coverage to Medicare which would
result in the same coverage that is provided to the full-time active officers of the company. This coverage, as well as group dental coverage,
will continue for the rest of the dependent’s life or as long as the dependent meets disability requirements.


 


(C)       In
the event that a retired officer marries/remarries, retiree benefits are only offered to spouses enrolled in benefits at the time of the
Officer’s retirement.


 


(D)       Upon
retirement, supplemental health insurance benefits for the officer and his dependents will be provided annually for the rest of the officer’s
and spouse’s lives at an amount of up to 10% of the officer’s highest total annual compensation (salary and bonus) during
any one of the officer’s last 5 years of employment with the company.


 


(E)       For
Senior Executive Officers elected before February 1, 2004, long-term care insurance will continue for the rest of the officer’s
and spouse’s life. The spouse’s coverage will be discontinued in the event an officer’s spouse remarries after the death
of an officer.


 


(F)       To
the extent retirement benefits are included in taxable income, retired Senior Executive Officers will be grossed up at the end of the
calendar year to compensate for additional income and payroll tax burden.


 




    20 


     


    

Schedule B


 


LIST OF PRIOR INVENTIONS





AND ORIGINAL WORKS OF AUTHORSHIP


 


	 
	 	 	 
	Title	Date	
    Identifying Number

    

    or Brief Description

     

	 	 	 
	 	 	 




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Exhibit A


 


SEPARATION AGREEMENT AND GENERAL RELEASE 


 


Definitions. All the words used
in this Separation Agreement and General Release (“Agreement”) have their plain meaning in ordinary English. Specific terms
used in this Agreement have the following meanings:


 


1.       Words
such as “I” and “me” include both me and anyone who has or obtains any legal rights or claims against “Raven”
(defined below) and the “Company” (defined below), and each of them, through me. My name is ________ .


 


2.       “Raven”
means Raven Industries, Inc.


 


3.       The
“Company” means Raven, and Raven’s past and present parent, subsidiaries and affiliated entities, and all and each of
the past and present Board of Directors, officials, managers, members, governors, agents, officers, directors, employees, shareholders,
attorneys, committees, insurers, indemnitors, investors, successors and assigns of any and all of the foregoing entities.


 


Background.


 


1.       My
employment with Raven ended on ____________ (the “Separation Date”). I agree not to sign this Agreement prior to the end of
my work day on the Separation Date.


 


2.       I
have been paid all of my accrued and unused paid time off and all other wages, salary, and monies due and owing to me through the Separation
Date.


 


3.       The
purpose of this Agreement is to fully and finally release the Company from all of “My Claims” (as defined below) through my
signing of this Agreement.


 


4.       In
exchange for “My Promises” (defined below), Raven has promised to do the following for me (all and each are “Raven’s
Promises”) as long as I sign this Agreement and do not exercise my rights to revoke or rescind as set forth below.


 


5.       I
acknowledge and agree that I received this Agreement on the Separation Date and understand that I have 21 days from the Separation Date
to decide whether to sign this Agreement.


 


If I do not sign this Agreement within that timeframe,
the offer contained within this Agreement will expire.


 


6.       I
acknowledge and agree that I will not sign this Agreement prior to the end of work day on the Separation Date or this Agreement will be
null and void.


 


7.       This
Agreement is being entered into pursuant to that certain Second Amended and Restated Employment Agreement between Raven and me dated ____________
(the “Employment Agreement”).


 




    22 


     


    

Raven’s Promises.


 


1.       Severance
Pay. Raven agrees to pay me the amounts and benefits specified in the Employment Agreement at the times specified therein, less any
deductions Raven is required to make or believes in good faith it is required to make from that amount.


 


My Claims. The claims I am releasing
below (all and each are “My Claims”) include all of my rights to any relief of any kind from the Company through the date
on which I sign this Agreement, to the fullest extent permitted by law, including but not limited to:


 


1.       All
claims I have now, whether or not I know about or suspect the claims;


 


2.       All
claims for attorney’s fees, costs, and disbursements;


 


3.       All
rights and claims under the Age Discrimination in Employment Act (“ADEA”), Older Workers Benefit Protection Act (“OWBPA”),
the South Dakota Human Relations Act (“SDHRA”), Americans with Disabilities Act (“ADA”), Title VII of the Civil
Rights Act of 1964 (“Title VII”), Family and Medical Leave Act (“FMLA”), and any other federal, state, local law,
rule, or regulation regarding discrimination and retaliation;


 


4.       All
claims arising out of my employment and my separation from employment with Raven including, but not limited to, breach of contract, wrongful
termination, illegal termination, termination in violation of public policy, breach of an implied contract, breach of covenant of good
faith and fair dealing, defamation, promissory estoppel, violation of state or federal leave laws, equal pay laws, invasion of privacy,
fraud, retaliation, and intentional or negligent infliction of emotional distress;


 


5.       All
claims for any other alleged unlawful employment practices arising out of or relating to my employment or my separation from employment;
and


 


6.       All
claims for any other form of pay, compensation or remuneration that is not provided in this Agreement.


 


My Promises. 


 


1.       In
exchange for Raven’s Promises (described above), I hereby fully and finally release to the maximum extent permitted by law all of
“My Claims” (described above) against the Company, including for example rights and claims under the ADA, SDHRA, OWBPA, ADEA,
FMLA, and Title VII. I will not bring any lawsuits against the Company except if necessary to enforce the provisions of this Agreement.
The money and benefits that I will receive as set forth in this Agreement as Raven’s Promises are full and fair payment for the
release of My Claims. The Company does not owe me anything in addition to what I will receive under this Agreement. The money and benefits
that I am receiving under this Agreement as Raven’s Promises have a value that is greater than anything else to which I am entitled.
Specifically excluded from my waiver and release of claims are claims or disputes that: (1) by law cannot be released in a private agreement
(such as workers’ compensation claims); (2) arise after the effective date of this Agreement; or (3) relate to the obligations of
the parties under this Agreement.


 




    23 


     


    

2.       In
exchange for Raven’s Promises, I promise to successfully transition my work responsibilities. I will provide Raven with a list of
any documents and return the work computers or other devices that require password(s) necessary to access such devices or documents. I
will cooperate with Raven and use my best efforts to be available, on a reasonable basis, to answer questions that may arise to achieve
a smooth transition after the Separation Date. I also agree to be available to and cooperate with Raven and its counsel in connection
with any investigation, administrative proceeding or litigation relating to any matter, occurring during my employment, in which I was
involved or of which I have knowledge. I understand and agree that such cooperation includes, but is not limited to, making myself available
to Raven and/or its counsel upon reasonable notice for: interviews and factual investigations; appearing to give testimony without requiring
service of a subpoena or other legal process; volunteering to Raven or its counsel pertinent information; and turning over all relevant
documents which are or may come into my possession.


 


Additional Agreements and Understandings.


 


1.       Non-Admission.
Except for the Company’s obligations under the Employment Agreement, the Company does not admit that it is responsible or legally
obligated to me, and in fact, the Company denies that it is responsible or legally obligated to me. I acknowledge that Raven’s Promises
described in this Agreement is sufficient consideration to support enforcement of this Agreement.


 


2.       Benefit
Plans. My and Raven’s rights and obligations in any benefit plan in which I participated during my employment are governed by
the applicable plan documents. Further, I am not releasing any rights I may have to be indemnified by Raven for acts or omissions as an
employee, officer and/or director of Raven pursuant to any insurance policy, statute, or corporate change or bylaw provision by entering
into this Agreement.


 


3.       Filing.
This Agreement does not prohibit me from filing an administrative complaint, or an administrative charge of discrimination with, or
cooperating or participating in an investigation or proceeding conducted by, the Equal Employment Opportunity Commission, the Occupational
Safety and Health Administration, the Securities and Exchange Commission, or other federal or state regulatory or law enforcement agency
(“Government Agencies”). If I filed or file such a charge or complaint, the payment and benefits described in this Agreement
are in complete satisfaction of any and all claims in connection with such charge or complaint, and I am not entitled to any other monetary
relief with respect to the claims released in this Agreement. Provided, I understand that this Agreement does not limit my right
to receive an award for information provided to any Government Agencies.


 


4.       Property.
I have delivered to Raven any and all of its records and property in my possession or under my control, including without limitation manuals,
books, passwords, blank forms, documents, letters, memoranda, notes, notebooks, passwords, reports, printouts, computer disks, flash drives
or other digital storage 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 Raven and all copies thereof. I have returned to
Raven all equipment, laptop computers, iPads, iPhones, other cellular phones, BlackBerry devices, credit cards, security cards and keys,
badges, and files and any other property belonging to Raven,


 




    24 


     


    

including all copies of same, that were in my
possession or control. I no longer possess or have within my control any of the aforementioned Raven property, information or belongings.
I have not downloaded, diverted, or transferred in any manner any files or other data that are the property of Raven.


 


5.       Non-Disparagement.
I will not intentionally disparage the Company, its products, services, systems, and other matters pertaining to its business. The prohibitions
of this paragraph do not apply to my legally protected communications or communications with the Equal Employment Opportunity Commission,
the National Labor Relations Board, or any other Government Agencies.


 


6.       Confidentiality.
The terms and conditions of this Agreement are strictly confidential. I will not discuss or reveal the existence or the terms of this
Agreement to any persons, entities, or organizations except as follows: (a) as required by law or court order; (b) by me to my immediate
family; or (c) to my attorney, financial planner and accountant. I must ensure that any person or entity described in subsections (b)
and (c), to whom such disclosures are made must, as a condition of such disclosure, agree to keep the terms of this Agreement strictly
confidential. This confidentiality provision does not prohibit me from providing this Agreement to the Equal Employment Opportunity Commission,
the National Labor Relations Board, or other Government Agencies.


 


7.       Remuneration.
I acknowledge and agree that I am not owed any remuneration or benefits from the Company other than the consideration identified within
this Agreement including but not limited to wages, commissions, benefits, bonuses, vacation pay, sick pay, paid time off, stock, or any
other incentives.


 


8.       Tax
Indemnification. I acknowledge that I have not relied on any tax advice provided by the Company and that, if necessary, I am responsible
for properly reporting the payment and benefits received pursuant to this Agreement and paying any applicable taxes.


 


Rights to Counsel, Consider, Revoke, and
Rescind. 


 


1.       I
have been advised to consult with an attorney prior to executing the Agreement. Raven recommends that I consult with an attorney prior
to signing this Agreement. I can freely choose to seek legal advice before signing this Agreement.


 


2.       I
have twenty-one (21) days to consider this Agreement, including my waiver of rights and claims of age discrimination and retaliation under
the ADEA and OWBPA, beginning the date on which I received this Agreement. If I signed this Agreement, then for a period of seven (7)
days following the day on which I signed it, I will be entitled to revoke this Agreement, and this Agreement will not become effective
or enforceable until after the revocation period has expired. My waiver of claims in this Agreement does not include any claims that may
arise after the date that I sign this Agreement.


 


3.       To
revoke my waiver(s), I must put the revocation in writing and deliver it to Raven by hand via ________ or mail it within the 7-day period.
If I deliver the revocation by mail, it must be postmarked within seven (7) calendar days after the date on which I signed this Agreement;
addressed to Raven, c/o __________and sent by certified mail, return receipt requested.


 




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If I exercise my rights to
revoke my waivers as provided above, this Agreement will be null and void. My employment will still end on the Separation Date, and I
will not receive Raven’s Promises in this Agreement.


 


Agreement Freely Entered Into. 


 


I represent that I have voluntarily, and free
from duress or undue coercion, made My Promises in this Agreement.


 


Severability. 


 


If any provision of this Agreement is unenforceable
under applicable law, the validity or enforceability of the remaining provisions will not be affected. To the extent any provision of
this Agreement is judicially determined to be unenforceable, a court of competent jurisdiction may reform any such provision to make it
enforceable. The provisions of this Agreement will, where possible, be interpreted to sustain their legality and enforceability.


 


Entire Agreement. 


 


This Agreement, together with the Employment Agreement,
are the final and complete agreements between Raven, the Company, and me with regard to the matters therein. Any modification of, or addition
to, this Agreement must be in in writing and signed by the parties.


 


Successors and Assigns. 


 


This Agreement will be binding upon and inure
to the benefit of the successors and assigns of Raven, the Company, and me. I understand that I may not assign this Agreement.


 


Governing Law And Venue.


 


The parties agree that this Agreement shall be
interpreted, construed, governed and enforced under and pursuant to the laws of the State of South Dakota. I irrevocably consent to the
exclusive jurisdiction of courts in South Dakota for the purposes of any action arising out of or related to my employment, or any actions
for temporary, preliminary, and permanent equitable relief.


 


Knowing and Voluntary Agreement.


 


I have read this Agreement carefully and understand
all of its terms. I have had the opportunity to discuss this Agreement with my own attorney prior to signing it, and to make certain that
I understand the meaning of the terms and conditions contained in this Agreement and fully understand the content and effect of this Agreement.
In agreeing to sign this Agreement, I have not relied on any statements or explanations made by Raven, the Company, or all and each of
their respective agents or attorneys except as set forth in this Agreement. I agree to abide by this Agreement.


 




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	Date___________________	__________________________________________________
	 	[EMPLOYEE NAME]



 


 

	Date___________________	RAVEN INDUSTRIES, INC.
	 	 
	 	By _______________________________________
	 	 
	 	Its _______________________________________
	 	 



 


 

REST OF PAGE INTENTIONALLY LEFT BLANK


 




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Exhibit B


 


TERMINATION CERTIFICATION


 


This is to certify that I
do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence,
specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned
items belonging to Raven Industries, Inc., its subsidiaries, or any of their respective successors or assigns (together, the “Company”).


 


I further certify that I have
complied and will continue to comply with all the terms of my Second Amended and Restated Employment Agreement with the Company (the “Employment
Agreement”), including, without limitation, those pertaining to non-competition, non-solicitation, Confidential Information, and
the reporting of any Inventions.


 


Without limiting the generality
of the preceding paragraph, I will, in accordance with the Employment Agreement, preserve as confidential all Confidential Information
(as defined in the Employment Agreement) and any Third Party Confidential Information (as defined in the Employment Agreement) that the
Company has an obligation to maintain in confidence.


 


	Dated:________________	 
	 	 
	___________________________	 
	Signature	 
	 	 
	___________________________	 
	Name of Employee (typed or printed)	 













 


 






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