Exhibit 99 to Tennant Company Form 8-K dated October 26, 2005







Exhibit 10.1  






RETENTION AGREEMENT 



        This
Retention Agreement (the “Retention Agreement”) is made and entered into
effective as of October 26, 2005, by and between Tennant Company, a Minnesota corporation
(the “Company”) and Anthony T. Brausen (“Brausen”), an individual
resident of Minnesota (the “Executive”). 



        WHEREAS,
Executive serves as Vice President and Chief Financial Officer of the Company pursuant to
an Amended and Restated Management Agreement dated as of September 15, 2003 (the
“Management Agreement”); 



        WHEREAS,
Executive has expressed his intention to leave the Company to pursue other opportunities; 



        WHEREAS, the
Compensation Committee has determined that retention of Executive is important to a
successful and efficient executive transition and that it is in the best interests of the
Company to seek to retain Executive in his position during a transition period following
appointment of its new President and Chief Executive Officer; 



        WHEREAS,
the Compensation Committee desires to provide additional incentives to Executive to stay
with the Company to assist with the transition process, and to remain with the Company in
his current position for a period of time following the appointment of the new President
and Chief Executive Officer, subject to the terms and conditions of this Retention
Agreement; 



        NOW,
THEREFORE, in consideration of the premises and of the mutual covenants herein contained,
the Company and Executive hereby agree as follows: 



             1.       
          Continued Employment.    Subject to all the terms and conditions of
          this Retention Agreement, the Company will pay Executive “Retention
          Benefits” as set out in Section 2 below if Executive remains actively
          employed with the Company from the date of this Retention Agreement through
          January 6, 2006 (the “Retention Period”). Executive’s continued
          employment during the Retention Period shall be in accordance with the terms and
          conditions of the Management Agreement. The effective date of termination of
          Executive’s employment with the Company shall be the “Termination
          Date”. 



             2.       
          Retention Benefits.    If Executive remains actively employed with
          the Company through the entire Retention Period, and Executive’s employment
          terminates for any reason during the period on or after January 7, 2006 through
          March 15, 2006, then the Company shall provide to Executive the following pay
          and benefits: 



               	(a) 	  	
                    the Company shall continue to pay to Executive, in accordance with the
                    Company’s regular payroll schedule, Executive’s Base Salary for twelve
                    months following the Termination Date, provided, however, that notwithstanding
                    the Company’s payroll schedule, all payments to Executive shall be made no
                    later than March 15, 2007; 



                    




  










               	(b) 	  	
                    the Company shall pay to Executive the full amount of Executive’s award (up
                    to a maximum payout of 200% of target), if any, under the Company’s
                    Short-Term Incentive Plan (“STIP”) for the 2005 plan year, if such
                    award has not yet been paid, and which payment shall be made in a lump sum no
                    later than March 15, 2006; 



                    



               	(c) 	  	
                    the Company shall pay to Executive the full amount of the award that would have
                    been payable to Executive under the STIP for the 2006 plan year had all
                    performance targets been met and Executive remained employed by the Company for
                    the duration of such plan year, with a target payout of 45% of Executive’s
                    base salary as of the Termination Date, which payment shall be made in a lump
                    sum at the same time as STIP awards for the 2006 plan year are paid to other
                    participants, but in any event no later March 15, 2007; 



                    



               	(d) 	  	
                    for a period from the Termination Date through the first anniversary of the
                    Termination Date, and except to the extent essentially equivalent and no less
                    favorable benefits are provided to Executive by a subsequent employer, the
                    Company shall pay to Executive or on Executive’s behalf a portion of the
                    premiums required for Executive to maintain continuation coverage under the
                    Company’s medical, dental and life insurance plans in which Executive was a
                    participant immediately prior to the Termination Date (such portion equal to the
                    amount of each premium the Company would pay if Executive were still employed by
                    the Company), and shall provide to Executive disability benefits comparable to
                    such disability benefits under any plan or program of the Company in which
                    Executive was a participant immediately prior to the Termination Date; 



                    



               	(e) 	  	
                    the Company shall pay to Executive all amounts due for reimbursement of business
                    expenses incurred by Executive prior to the Termination Date, in accordance with
                    the regular policies and practices of the Company; and 



                    



               	(f) 	  	
                    Executive shall be entitled to such retirement, long-term incentive and other
                    benefits under any benefit plan in which he is then participating, in accordance
                    with the terms and conditions of the applicable plans. 



                    




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             3.       
          Effect of Early Termination.    If Executive’s employment with
          the Company is terminated before completion of the Retention Period (a) by the
          Company without Cause, or (b) due to death or Disability of Executive, then
          the Company shall provide to Executive the Retention Benefits set forth in
          Section 2 above notwithstanding the early termination. If Executive’s
          employment with the Company is terminated before completion of the Retention
          Period (x) by the Company with Cause, or (y) by resignation of Executive, then
          Executive shall not be entitled to any benefits under this Retention Agreement.
          For purposes of this Section 3, the terms “Cause” and
          “Disability” shall have the meanings given to them in Section 10 of
          the Management Agreement. 



             4.       
          Coordination of Benefits.    It is the intent of the parties that
          Executive shall not be entitled to duplicate recovery of Retention Benefits and
          severance benefits under the Management Agreement as may be amended from time to
          time. Accordingly, Retention Benefits under this Retention Agreement shall,
          pursuant to Section 7(c)(y) of the Management Agreement, reduce any payments
          that might become payable to Executive under Sections 5 or 6 of the Management
          Agreement. 



             5.       
          Taxes; Delayed Payment.    All payments to Executive hereunder are
          subject to withholding of income and employment taxes and all other amounts
          required by law. Notwithstanding any provision of this Retention Agreement to
          the contrary, with respect to each payment or benefit to which Executive may be
          entitled pursuant to this Retention Agreement, such payment or benefit shall not
          be paid or provided to Executive before the date that is six (6) months after
          the date of Executive’s “separation from service”, as such phrase
          is used in Section 409A(a)(2) of the Internal Revenue Code (the
          “Code”), unless in the opinion of counsel for the Company such delay
          in such payment or benefit is not necessary to comply with the requirements of
          Section 409A of the Code. In the event that delay is required under this Section
          5, then all such delayed payments and benefits shall be paid or provided to
          Executive on the date that is six months after the date of “separation from
          service”. The parties agree that any STIP payments to Executive pursuant to
          Section 2(b) or Section 2(c) above are intended to constitute short-term
          deferrals within the meaning of the proposed regulations and guidance under
          Section 409A of the Code and shall not be subject to any delay in payment under
          this Section 5. 



             6.       
          Successors and Assigns.    This Retention Agreement is binding on and
          inures to the benefit of Executive and Executive’s heirs, legal
          representatives and permitted assigns, and on the Company and its successors and
          permitted assigns. No rights or obligations of Executive or the Company
          hereunder may be assigned, pledged, disposed of or transferred by such party to
          any other person or entity without the prior written consent of the other party. 



             7.       
          Arbitration.    Any dispute or claim regarding the interpretation or
          application of this Retention Agreement shall be resolved by arbitration in
          accordance with the terms of Section 16 of the Management Agreement, including
          without limitation the Rules of Arbitration attached as Exhibit B to the
          Management Agreement. 



             8.       
          Amendments and Waivers.    This Retention Agreement may not be
          modified or amended or any terms or provisions waived or discharged except in a
          written agreement signed by Executive and the Company. 




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             9.       
          Governing Law.    This Retention Agreement shall be governed by and
          construed in accordance with the laws of the State of Minnesota 



[signature page
follows] 
















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        IN
WITNESS WHEREOF, the parties hereto have executed this Retention Agreement as of the date
stated above. 



	 	TENNANT COMPANY







	/s/ Anthony T. Brausen	By:	/s/ James T. Hale
	
		

	Anthony T. Brausen	 	James T. Hale
	 	 	Its Chair, Compensation Committee

















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