exv10w1







EXHIBIT 10.1




LINDSAY CORPORATION

MANAGEMENT INCENTIVE PLAN (MIP)

2009

Plan Year




Table of Contents




	 	 	 	 	 
	1. Purpose
	 	 	1	 
	 
	2. Definitions
	 	 	1	 
	 
	3. Effective Date
	 	 	1	 
	 
	4. Eligibility for Participation
	 	 	2	 
	 
	5. Enrollment in the Plan
	 	 	2	 
	 
	6. Determination of Target Payout Levels
	 	 	2
	 
	 
	7. Basis of Awards
	 	 	3	 
	 
	8. Changes in Employment Status
	 	 	5	 
	 
	9. Administration
	 	 	5	 
	 
	10. Attachments
	 	 	6	 






1. Purpose





The purpose of the Management Incentive Plan (the “Plan”) is to:




	 	•	 	Encourage performance consistent with the Company’s business strategy
	 
	 	•	 	Focus on near-term performance results as well as progress toward the achievement of
long-term objectives
	 
	 	•	 	Strengthen the link between performance and pay by delivering awards based on measurable
corporate and individual goal.





2. Definitions





The terms used in this Plan have the meanings set forth below.




	 	A.	 	“Company” shall mean Lindsay Corporation
	 
	 	B.	 	“Compensation Committee” shall mean the Compensation Committee of the Company’s Board
of Directors.
	 
	 	C.	 	“Financial Performance Component” shall mean the portion of a Participant’s Plan award
that is based on the Company’s and specific Market financial performance as defined in
Section 7B.
	 
	 	D.	 	“Individual Performance Component” shall mean the portion of a Participant’s Plan award
that is based on a Participant’s performance relative to individual objectives established
in accordance with Section 7C.
	 
	 	E.	 	“Named Executive Officers” shall mean the executives of the Company listed in the
Executive Compensation section of the Company’s Proxy Statement, other executive officers
of the Company for SEC reporting purposes and any other individuals who report directly to
the Chief Executive Officer (other than his personal assistant).
	 
	 	F.	 	“Participant” shall mean a key employee eligible for awards under the terms outlined in
Section 4 of this Plan.
	 
	 	G.	 	“Plan” shall mean Lindsay Corporation Management Incentive Plan.





3. Effective Date





The Plan shall be effective as of September 1, 2008 and will be in effect for the 2009 bonus
year. The 2008 bonus year is defined as September 1, 2008 through August 31, 2009.



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4. Eligibility for Participation





	 	A.	 	Participation in the Plan is limited to individuals in positions which have significant
responsibility for and impact on the Company’s corporate performance.
	 
	 	B.	 	Only the Chief Executive Officer and those employees in grades G(50) through I(60) are
eligible to be considered for participation in the Plan.
	 
	 	C.	 	Participation in the Plan does not guarantee or entitle any employee to participate in
any bonus plan enacted in the future. Participation in the Plan at any target bonus level
does not guarantee or entitle any employee to be eligible to participate at any similar
target bonus level in any bonus plan which may be enacted in the future.





5. Enrollment in the Plan





A. Initial Enrollment




At the beginning of the Plan year, each Participant must be enrolled in the Plan subject to the
approvals and eligibility criteria set forth in Sections 4 and 6. The enrollment process is as
follows:




	 	i.	 	Plan Participants will participate in the Plan at the standard
target percent per grade level as listed in Section 6.
	 
	 	ii.	 	The Company’s Chief Executive Officer will review the participant
list and projected bonus costs of enrolled employees with the Compensation
Committee. The Compensation Committee provides final approval on the aggregate
potential cost of the Plan.






B. Mid-year Enrollment




When hiring or promoting employees during the Plan year who may be eligible for participation in
the Plan, the following procedures must be followed:




	 	i.	 	Prior to the commencement of the recruiting or promotion process,
the hiring manager consults with Human Resources to determine the position’s
eligibility for participation in the Plan and the recommended target bonus
amount.
	 
	 	ii.	 	Offer letters indicating bonus Plan participation and target
bonus award opportunities to new hires and/or promoted employees must be
reviewed by the CEO or, in the case of a Named Executive Officer, by the
Compensation Committee. Target bonus recommendations must be approved before
communication to a prospective Participant. Generally, employees hired or
promoted during the fourth quarter 2009 are not eligible to participate in the
2009 Plan.





6. Determination of Target Payout Levels





	 	A.	 	Incentive awards will be calculated as a percentage of the Participant’s annual base
salary received during the Plan year, provided that annual base salary increases which are
made during the first quarter of the Plan year will be treated for purposes of calculating
a Participant’s bonus as if they had been made at the beginning of the Plan year. While
award amounts will vary based on the range of award opportunity and an assessment of
individual performance results, the target award opportunities for each grade level are
shown below:





	 	 	 
	Grade	 	Target % of Salary
	CEO(60)	 	60%
	I(55)	 	45%
	H(50)	 	35%






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	 	i.	 	Actual participation is subject to approval by the CEO and by the
Compensation Committee. Actual participation is based on an assessment of the
individual’s position impact on the organization.
	 
	 	ii.	 	Standard target percents per grade level should be followed for
all Plan Participants.






	 	B.	 	If a Participant’s Plan target award opportunity (Target % of Salary as set forth
above) changes due to promotion into a grade level with a higher target bonus, the
Participant’s bonus will be calculated based on his or her annual salary during the Plan
year and a pro-rated bonus award. The pro-rated bonus award will reflect the portion of
the Plan year spent in each grade level (e.g., seven months at 35% and five months at 45%).
In evaluating the performance of Participants who change positions during the Plan year,
consideration will be given to the length of time and results in each position. Actual
award decisions will be made by the CEO or, in the case of a Named Executive Officer, by
the Compensation Committee. Generally, fourth quarter promotions will not result in an
increase in a Participant’s target award opportunity.
	 
	 	C.	 	Examples of various award calculations are included with this Plan document as
Attachment A.
	 
	 	D.	 	The CEO will review and approve award recommendations for all employees other than
Named Executive Officers prior to payout. Final approval authority for all payments
(except for award payments to the Named Executive Officers) rests with the CEO. Individual
award payments for all Participants (except the Named Executive Officers) may be adjusted
at any time and for any reason at the discretion of the CEO.
	 
	 	E.	 	The Compensation Committee will determine the award payments to the Named Executive
Officers.
	 
	 	F.	 	Award payments will be calculated on an annual basis and paid in accordance with the
Company’s normal payroll cycle. Payments will be made during the first quarter following
the Plan year. The payment date may be changed at any time and for any reason at the
discretion of the CEO, or in the case of a Named Executive Officer, with approval of the
Compensation Committee, but may not be later than March 15 following the end of the Plan
year for which the award is paid.





7. Basis of Awards





	 	A.	 	Measurable performance objectives for each Plan Participant will be established at the
beginning of the Plan year (or at mid-year for mid-year hires or newly eligible employees).
In 2009, consideration will be given to:






	 	i.	 	Financial Performance Component: Company and Market financial
performance vs. Plan performance objectives in accordance with Section 7B.
	 
	 	ii.	 	Individual Performance Component: Participant’s performance
relative to individual goals established in accordance with Section 7C.
	 
	 	iii.	 	Individual and Financial Performance Components will be added to
reach a Participant’s total bonus. The relative weighting will vary by grade in
accordance with the following schedule:





	 	 	 	 	 
	 	 	Financial	 	Individual
	Grade	 	Performance	 	Performance
	CEO(60)	 	80%	 	20%
	I(55)	 	80%	 	20%
	H(50)	 	80%	 	20%






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	 	B.	 	At the beginning of the Plan year, the objectives for the Financial Performance
Component are identified and approved by the Compensation Committee.






	 	i.	 	Recommended award amounts may range from 0 — 200% of the
Financial Performance Component of the Participant’s target award, based on
performance.
	 
	 	ii.	 	Percentages between the threshold, intermediate, target, and
maximum award will be interpolated.
	 
	 	iii.	 	In the event of an acquisition, revenue and operating income
resulting from the acquisition will be excluded from award payout calculations,
unless






	 	a)	 	The CEO or Compensation Committee suggests a
modification to the objectives under the Financial Performance Component
that would incorporate revenue and income generated as a result of the
acquisition, and
	 
	 	b)	 	The Compensation Committee approves the
modification.






	 	C.	 	The Individual Performance Component will be based on written objectives set annually
for Participants by their supervisors and approved by the CEO or, in the case of a Named
Executive Officer, by the Compensation Committee. Objectives will be based on the
Participant’s position and may be financial, operational or strategic.






	 	i.	 	Objectives under the Individual Performance Component may be
linked to team-based goals, if appropriate
	 
	 	ii.	 	Examples of appropriate objectives under the Individual Performance Component include:






	 	•	 	Safety
	 
	 	•	 	Customer Service
	 
	 	•	 	Market Share
	 
	 	•	 	On-time Delivery
	 
	 	•	 	Cost Reduction
	 
	 	•	 	Product Development






	 	iii.	 	Recommended award amounts may range from 0% — 200% of the target
amount under the Individual Performance Component. Recommended award amounts
will be based on an assessment of the individual’s performance relative to
objectives established under the Individual Performance Component, in accordance
with the following guidelines:





	 	 	 
	 	 	Payout
	Individual	 	(as % of Target Individual
	Performance	 	Performance Component)
	Does not meet objectives	 	0%
	Meets some objectives	 	50%
	Meets most objectives	 	75%
	Meets all objectives	 	100%
	Exceeds objectives	 	150%
	Significantly exceeds objectives	 	200%







	 	iv.	 	The “Payout (as % of Target Individual Performance Component)”
represents the payout relative to target award for the Individual Performance
Component of the Plan.




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8. Changes in Employment Status





	 	A.	 	Under most circumstances, Participants who cease to be employees of the Company during
the Plan year or after the Plan year but prior to the date of actual payment will receive
no award. Only active employees on the date that the bonus is paid will be eligible to
receive an award. Any exceptions will require the approval of the CEO, or in the case of a
Named Executive Officer, the Compensation Committee.
	 
	 	B.	 	In the event that a Participant transfers out of an eligible position into an
ineligible position within the Company, the employee may be eligible for a prorated bonus
award based upon the approval of the CEO, or in the case of a Named Executive Officer, the
Compensation Committee.
	 
	 	C.	 	In all cases awards will be calculated and paid according to the provisions in Sections
6 and 7 of this Plan document.





9. Administration





	 	A.	 	General authority for Plan administration and responsibility for ongoing Plan
administration will rest with the Compensation Committee of the Company’s Board of
Directors. The Compensation Committee has sole authority for decisions regarding
interpretation of the terms of this Plan.
	 
	 	B.	 	The Company reserves the right to amend or change the Plan in whole or in part at any
time during the Plan year. Amendments to the Plan require the approval of the Compensation
Committee.
	 
	 	C.	 	Participation in the Plan does not constitute a contract of employment nor a
contractual agreement of payment. It shall not affect the right of the Company to
discharge, transfer, or change the position of a Participant. The Plan shall not be
construed to limit or prevent the Company from adopting or changing, from time to time, any
rules, standards or procedures affecting the Participant’s employment with the Company or
any Company affiliate, including those which affect bonus payouts.
	 
	 	D.	 	If any provision of this Plan is found to be illegal, invalid or unenforceable under
present or future laws, that provision shall be severed from the Plan. If such a provision
is severed, this Plan shall be construed and enforced as if the severed provision had never
been part of it and the remaining provisions of this Plan shall remain in full force and
effect and shall not be affected by the severed provisions or by its severance from this
Plan. In place of any severed provision there shall be added automatically as part of this
Plan a provision as similar in terms to the severed provision as may be possible and be
legal, valid and enforceable.
	 
	 	E.	 	This is not an ERISA plan. This is a bonus program.




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ATTACHMENT A

Award Calculation Guidelines



The following examples are to be used as guidelines in calculating bonus awards at the end of the
2009 Plan year. Managers should use their discretion in calculating actual bonus awards and may
consider exceptions to the calculations below when necessary. Any such exceptions must be fully
documented and are subject to review and approval by the Chief Executive Officer, or in the case of
a Named Executive Officer, the Compensation Committee.




	 	 	 	 	 
	Full Year Participation
	Individual Score:
	 	 	100	 
	Financial Performance Score:
	 	 	100.00	%
	Individual Score
	 	 	100	 
	Total Incentive Plan %
	 	 	35.0	%
	% Objectives to Total Incentive Plan Participation
	 	 	20	%
	Base Salary
	 	$	150,000	 
	 
	 	 	 
	Objective Performance Payout
	 	$	10,500	 
	 
	 	 	 
	Financial Score
	 	 	100	%
	Total Incentive Plan %
	 	 	35	%
	% Financial to Total Incentive Plan Participation
	 	 	80	%
	Base Salary
	 	$	150,000	 
	 
	 	 	 
	Financial Performance Payout
	 	$	42,000	 
	 
	 	 	 
	Incentive Amount
	 	$	52,500	 
	 
	 	 	 
	Time Period (Months)
	 	 	12	 
	Proration Factor
	 	 	1	 
	Prorated Payout for Time Period
	 	$	52,500	 
	 
	Partial Year Participation	 	 	 	 
	
Individual Score:
	 	 	100	 
	Financial Performance Score:
	 	 	100.00	%
	Individual Score
	 	 	100	 
	Total Incentive Plan %
	 	 	35.0	%
	% Objectives to Total Incentive Plan Participation
	 	 	20	%
	Base Salary
	 	$	150,000	 
	 
	 	 	 
	Objective Performance Payout
	 	$	10,500	 
	 
	 	 	 
	Financial Score
	 	 	100	%
	Total Incentive Plan %
	 	 	35	%
	% Financial to Total Incentive Plan Participation
	 	 	80	%
	Base Salary
	 	$	150,000	 
	 
	 	 	 
	Financial Performance Payout
	 	$	42,000	 
	 
	 	 	 
	Incentive Amount
	 	$	52,500	 
	 
	 	 	 
	Time Period (Months)
	 	 	7	 
	Proration Factor
	 	 	0.583333	 
	Prorated Payout for Time Period
	 	$	30,625	 
	 
	Mid-Year Promotion	 	 	 	 
	
Individual Score:
	 	 	100	 
	Financial Performance Score:
	 	 	100.00	%
	Pre-Promotion Calculation
	 	 	 	 
	Individual Score
	 	 	100	 
	Total Incentive Plan %
	 	 	35.0	%
	% Objectives to Total Incentive Plan Participation
	 	 	20	%
	Base Salary
	 	$	150,000	 
	 
	 	 	 
	Objective Performance Payout
	 	$	10,500	 
	 
	 	 	 
	Financial Score
	 	 	100	%
	Total Incentive Plan %
	 	 	35	%
	% Financial to Total Incentive Plan Participation
	 	 	80	%
	Base Salary
	 	$	150,000	 
	 
	 	 	 
	Financial Performance Payout
	 	$	42,000	 
	 
	 	 	 
	Incentive Amount
	 	$	52,500	 
	 
	 	 	 
	Time Period (Months)
	 	 	6	 
	Proration Factor
	 	 	0.5	 
	Prorated Payout for Time Period
	 	$	26,250	 
	 
	Post Promotion Calculation	 	 	 	 
	Individual Score
	 	 	100	 
	Total Incentive Plan %
	 	 	45.0	%
	% Objectives to Total Incentive Plan Participation
	 	 	20	%
	Base Salary
	 	$	200,000	 
	 
	 	 	 
	Objective Performance Payout
	 	$	18,000	 
	 
	 	 	 
	Financial Score
	 	 	100	%
	Total Incentive Plan %
	 	 	45	%
	% Financial to Total Incentive Plan Participation
	 	 	80	%
	Base Salary
	 	$	200,000	 
	 
	 	 	 
	Total Financial Performance Payout
	 	$	72,000	 
	 
	 	 	 
	Incentive Amount
	 	$	90,000	 
	 
	 	 	 
	Time Period (Months)
	 	 	6	 
	Proration Factor
	 	 	0.5	 
	Prorated Payout forTime Period
	 	$	45,000	 
	Total Prorated Incentive Amount
	 	$	71,250	 






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“The Financial Performance Component Elements for Fiscal Year 2009 constitutes confidential
information and has been omitted from this filing. This appendix has been filed separately with
the Securities and Exchange Commission.”




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