EXHIBIT
10.11


AMENDMENT TO


 


TENNANT COMPANY PROFIT SHARING AND EMPLOYEE STOCK


OWNERSHIP PLAN


 


Pursuant to the authority
delegated to the undersigned by the Board of Directors of Tennant Company, the
Tennant Company Profit Sharing and Employee Stock Ownership Plan is hereby
amended effective August 1, 2002 as follows:


Section 6.4 of the
Tennant Company Profit Sharing and Employee Stock Ownership Plan is amended to
read as follows:


Sec.
6.4  Application of Dividends. 
Dividends on shares of Company Stock held in the ESOP Account shall be
allocated as follows:


(a)           Dividends held in the Unallocated
Reserve and on shares of Company Stock allocated to ESOP Accounts which were
acquired with the proceeds of an Exempt Loan shall be applied as follows:


(1)           Dividends received on shares of
Company Stock held in the Unallocated Reserve shall first be used to repay
principal and interest then due on the Exempt Loan used to acquire such
shares.  If the amount of such dividends
exceeds the amount needed to repay such principal and interest, the excess
shall be held in the Unallocated Reserve until it is needed to repay principal
and interest due on such Exempt Loan or, with the prior concurrence of the
Company, the excess may be (i) used to prepay principal on such Exempt Loan, or
(ii) treated as a general investment gain of the Fund and allocated to the ESOP
Accounts of Participants.  Any amounts
allocated to ESOP Accounts as general investment gain shall be allocated in
proportion to the number of shares held in said Accounts as of the last
Valuation Date for the Plan Year for which they are allocated.  Any dividends so allocated shall not be
considered an Annual Addition with respect to a Participant for purposes of
Sec. 7.1.


(2)           If the amount necessary to repay
principal and interest then due on the Exempt Loan exceeds the amount of
dividends on shares acquired with the proceeds of the Exempt Loan that are held
in the Unallocated Reserve, the remaining amount then due shall be repaid from
dividends on shares of Company Stock allocated to ESOP Accounts that were
acquired with the proceeds of the Exempt Loan and released from the Unallocated
Reserve.  To the extent dividends on
such allocated shares exceed the amount necessary to repay principal and
interest then due on the Exempt Loan, they may with the prior concurrence of
the Company be used to prepay principal on the Exempt Loan.  Dividends remaining after such payments
shall be allocated to the ESOP Accounts holding the shares on which the
dividends were paid.


(b)           Dividends on any other shares of
Company Stock allocated to ESOP Accounts shall be invested in Company Stock
acquired in accordance with Section 10.1(f). 
Such Company Stock shall be allocated to the ESOP Account holding the
shares on which the dividends were paid.


(c)           The Trustee shall maintain records
which will permit it to determine the dividends and shares subject to Section
6.4(a) and 6.4(b).


 


Dated:  October
3, 2002


 


	
   

  	
  TENNANT COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ Janet
  Dolan

  
	
   

  	
   

  	
  Its President

  



 


 

















 


MERGER OF TENNANT COMMERCIAL RETIREMENT SAVINGS PLAN


INTO


TENNANT COMPANY PROFIT SHARING AND
EMPLOYEE STOCK OWNERSHIP PLAN


 


 


Pursuant to the authority
delegated to the undersigned by the Board of Directors of TENNANT Company, the
undersigned hereby authorizes the merger of the Tennant Commercial Retirement
Savings Plan into the TENNANT Company Profit Sharing and Employee Stock
Ownership Plan effective as of January 1, 2003.


 


As a condition of such
merger, provisions shall be made so that each participant and beneficiary will
receive a benefit immediately after the merger which is equal to the benefit he
or she would have been entitled to receive immediately before the merger.


 


 


	
  Dated: 
  December 30, 2002

  	
  TENNANT Company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ Janet
  M. Dolan

  
	
   

  	
   

  	
  Its President

  



 

















 


AMENDMENT TO


 


TENNANT COMPANY PROFIT SHARING AND EMPLOYEE STOCK


OWNERSHIP PLAN


 


 


Pursuant to the authority
delegated to the undersigned by the Board of Directors of Tennant Company, the
Tennant Company Profit Sharing and Employee Stock Ownership Plan is hereby
amended effective January 1, 2003, as follows:


Section 4.1(f) of the
Tennant Company Profit Sharing and Employee Stock Ownership Plan is amended to
read as follows:


Section 4.1            Qualified
Employee.


(f)            Any individual who is classified by
a Participating Employer as a temporary employee and whose Employment
Commencement Date is on or after January 1, 2002, is not a Qualified Employee
during the period while so classified.


 


 


Dated as of January 1, 2003


 


	
   

  	
  TENNANT COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ Janet
  Dolan

  
	
   

  	
   

  	
  Its President