INDEMNIFICATION AGREEMENT
 
 RECITALS
        AGREEMENT
 NOW, THEREFORE
 1.
    
    Definitions.
 a.
    
    Expenses. Expenses means, for the purposes of this Agreement, all
direct and indirect costs and expenses of any type or nature whatsoever (including,
without limitation, any fees, retainers and disbursements of Indemnitees counsel,
accountants, experts, other witnesses, investigation costs, defense costs, mediation
costs, arbitration costs, court costs (including appeals), costs of attachment or
bonds, transcript costs, travel expenses, duplicating, printing and binding costs,
telephone charges, postage, delivery service fees and other out-of-pocket costs and
expenses) actually and reasonably incurred by the Indemnitee in connection with the
investigation, preparation, defense or appeal of a Proceeding; provided, however, that
Expenses shall not include judgments, fines, penalties or amounts paid in settlement of
a Proceeding.
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b.
    
    Proceeding. Proceeding means, for the purposes of this Agreement,
any threatened, pending or completed action, suit, arbitration, alternative dispute
resolution mechanism, investigation, inquiry, administrative, legislative or other
hearing, or any other actual, threatened or completed proceeding, whether civil,
criminal, administrative or investigative and whether brought by or in the right of the
Company or otherwise, in which Indemnitee was, is or may be involved as a party,
witness or otherwise, by reason of the fact that Indemnitee is or was a director and/or
officer of the Company or any subsidiary or affiliate of the Company, by reason of any
action taken by him or her or of any inaction on his or her part while acting as such
director and/or officer, or by reason of the fact that he or she is or was serving at
the request of the Company as a director, officer, employee or agent of another
domestic or foreign corporation, partnership, joint venture, trust or other enterprise,
whether or not he or she is serving in such capacity at the time any liability or
expense is incurred for which indemnification or reimbursement can be provided under
this Agreement.
 2.
    
    Agreement to Serve. In consideration of the protection afforded by this Agreement,
if Indemnitee is a director, he or she has agreed to serve to the best of his or her abilities
until the earlier of (i) the time when Indemnitee fails to be reelected to the Board of
Directors and qualified or (ii) such time as he or she tenders his or her resignation in
writing. If Indemnitee is an officer, he or she has agreed to serve to the best of his or her
abilities at the will of the Company or under separate contract, if such contract exists, for
so long as Indemnitee is duly appointed or until such time as he or she tenders his or her
resignation in writing. Nothing contained in this Agreement is intended to create in
Indemnitee any right to continued employment or any requirement of a continuing relationship.3.
    
    Indemnification. The Company hereby agrees to hold harmless and indemnify Indemnitee
to the fullest extent authorized by law, including but not limited to the Delaware General
Corporation Law, as the same exists on the date hereof or as may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits the Company to
provide broader indemnification rights than the law permitted the Company to provide prior to
such amendment). In furtherance of the foregoing indemnification, and without limiting the
generality thereof:
 a.
    
    Third Party Proceedings. The Company shall indemnify Indemnitee
against Expenses, judgments, fines, penalties or amounts paid in settlement actually
and reasonably incurred by Indemnitee in connection with a Proceeding (other than a
Proceeding by or in the right of the Company) if Indemnitee acted in good faith and in
a manner Indemnitee reasonably believed to be in or not opposed to the best interests
of the Company, and, with respect to any criminal proceeding, had no reasonable cause
to believe Indemnitees conduct was unlawful. The termination of any Proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that Indemnitee did not act
in good faith and in a manner which Indemnitee reasonably believed to be in or not
opposed to the best interests of the Company, or, with respect to any criminal
Proceeding, had reasonable cause to believe that Indemnitees conduct was unlawful.b.
    
    Proceedings By or in the Right of the Company. To the fullest extent
permitted by law, the Company shall indemnify Indemnitee against Expenses and amounts
paid in settlement actually and reasonably incurred by Indemnitee in connection with a
Proceeding by or in the right of the Company to procure a judgment in its favor if
Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in
or not opposed to the best interests of the Company. Notwithstanding the foregoing, no
indemnification shall be made in respect of any claim, issue or matter as to which
Indemnitee shall have been adjudged liable to the Company in the performance of
Indemnitees duty to the Company, unless and only to the extent that the Court of
Chancery of the State of Delaware or the court in which such action or proceeding is or
was pending shall determine upon application that, in view of all the circumstances of
the case, Indemnitee is fairly and reasonably entitled to indemnification for Expenses
and then only to the extent that the court shall determine.c.
    
    Indemnification for Expenses as a Witness. Notwithstanding any other
provision of this Agreement, the Company shall indemnify Indemnitee against all
expenses actually and reasonably incurred by Indemnitee in connection with any
Proceeding in which Indemnitee is a witness, but not a party.d.
    
    Scope. Notwithstanding any other provision of this Agreement, the
Company shall indemnify Indemnitee to the fullest extent permitted by law,
notwithstanding that such indemnification is not specifically authorized by
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other provisions of this Agreement, the Companys Restated Certificate of Incorporation,
the Companys Bylaws or by statute.e.
    
    Exception to Right of Indemnification. Notwithstanding any other
provision of this Agreement, Indemnitee shall not be entitled to indemnification under
this Agreement with respect to any Proceeding brought by Indemnitee, or the making of
any claim therein, unless (i) the bringing of such Proceeding or making of such claim
shall have been approved by the Board of Directors of the Company, or (ii) such
Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitees
rights under this Agreement (including rights to D&O Insurance provided in Section 8
hereof).
 4.
    
    Determination of Right to Indemnification. Upon receipt of a written claim addressed
to the Board of Directors for indemnification pursuant to Section 3, the Company shall
indemnify Indemnitee with respect to such written claim to the fullest extent permitted by
law. If a claim under Section 3 is not paid in full by the Company within 30 days after such
written claim has been received by the Company, the Indemnitee may at any time thereafter
bring suit against the Company to recover the unpaid amount of the claim, and, if successful
in whole or in part, the Indemnitee shall also be entitled to be paid the expenses of
prosecuting such claim. Neither the failure of the Company (including its Board of Directors,
independent legal counsel, or its shareholders) to make a determination prior to the
commencement of such action that indemnification of the Indemnitee is proper in the
circumstances because Indemnitee has met the applicable standard of conduct under applicable
law, nor an actual determination by the Company (including its Board of Directors, independent
legal counsel or its shareholders) that the Indemnitee has not met such applicable standard of
conduct, shall create a presumption that Indemnitee has not met the applicable standard of
conduct. It shall at all times be presumed that Indemnitee has met the applicable standard of
conduct to be entitled to indemnification, and the Company or anyone else seeking to overcome
this presumption shall have the burden of proof to establish that Indemnitee has not met the
applicable standard of conduct.5.
    
    Advancement and Repayment of Expenses. The Expenses incurred by Indemnitee in
connection with any Proceeding shall be paid by the Company in advance of the final
disposition of such Proceeding within 30 days after receiving from Indemnitee copies of
invoices presented to Indemnitee or other satisfactory evidence for such Expenses, if
Indemnitee shall provide an undertaking to the Company to repay such amount to the extent it
is ultimately determined that Indemnitee is not entitled to indemnification. In determining
whether or not to make an advance hereunder, the ability of Indemnitee to repay shall not be a
factor. Any advancements and undertakings for repayment of Expenses shall be unsecured and
interest free. Notwithstanding the foregoing, the Company shall not be required to make the
advances called for hereby if the Board of Directors reasonably determines in good faith that
it does not appear that Indemnitee has met the standards of conduct which make it permissible
under applicable law to indemnify Indemnitee and the advancement of Expenses would not be in
the best interests of the Company and its shareholders.6.
    
    Partial Indemnification. If the Indemnitee is entitled under any provision of this
Agreement to indemnification or advancement by the Company of some or a portion of any
Expenses or liabilities of any type whatsoever (including, but not limited to, judgments,
fines, penalties, and amounts paid in settlement) incurred by him or her in the investigation,
defense, settlement or appeal of a Proceeding, but is not entitled to indemnification or
advancement of the total amount thereof, the Company shall nevertheless indemnify or pay
advancements to the Indemnitee for the portion of such Expenses or liabilities to which the
Indemnitee is entitled. In addition, if Indemnitee is not wholly successful in any
Proceeding, but is successful, on the merits or otherwise (including dismissal, with or
without prejudice), as to one or more, but less than all claims, issues or matters involved in
such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and
reasonably incurred by Indemnitee in connection with each successfully resolved claim, issue
or matter involved in such Proceeding.7.
    
    Notice to Company by Indemnitee. Indemnitee shall notify the Company in writing of
any matter with respect to which Indemnitee intends to seek indemnification hereunder as soon
as reasonably practicable following the receipt by Indemnitee of written notice thereof;
provided that any delay in so notifying the Company shall not constitute a waiver by
Indemnitee of his or her rights hereunder. The written notification to the Company shall be
addressed to the Board of Directors and shall include a description of the nature of the
Proceeding and the facts underlying the Proceeding and be accompanied by copies of any
documents filed with the court in which the Proceeding is pending. In addition, Indemnitee
shall give the Company such information and cooperation as it may reasonably require and as
shall be within Indemnitees power.
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8.
    
    Maintenance of Liability Insurance.
 a.
    
    Coverage. The Company hereby agrees that so long as Indemnitee shall
continue to serve as a director and/or officer of the Company and for a period of six
years thereafter (or for such longer period so long as Indemnitee shall be subject to
any possible Proceeding), the Company shall obtain and maintain in full force and
effect directors and officers liability insurance (D&O Insurance) which provides
Indemnitee the same rights and benefits as are accorded to the most favorably insured
of the Companys directors, if Indemnitee is a director, or of the Companys officers,
if Indemnitee is not a director of the Company but is an officer. Unless the Board of
Directors approves lesser coverage, the Company shall maintain D&O Insurance subject to
terms and conditions (including amounts and retentions) which, in the aggregate, are no
less advantageous to Indemnitee than the coverage in existence at November 1, 2008.b.
    
    Notice to Insurers. If, at the time of the receipt of a notice of a
claim pursuant to Section 7 hereof, the Company has D&O Insurance in effect, the
Company shall give prompt notice of the commencement of such Proceeding to the insurers
in accordance with the procedures set forth in the respective policies. The Company
shall thereafter take all necessary or desirable action to cause such insurers to pay,
on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in
accordance with the terms of such policies.
 9.
    
    Defense of Claim. In the event that the Company shall be obligated under Section 5
hereof to pay the Expenses of any Proceeding against Indemnitee and the Company or any other
person entitled to indemnification by the Company is a party to the Proceeding, the Company
shall be entitled to assume the defense of such Proceeding, with counsel approved by
Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee
of written notice of its election to do so. After delivery of such notice, approval of such
counsel by Indemnitee and the retention of such counsel by the Company, the Company will not
be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by
Indemnitee with respect to the same Proceeding; provided that (i) Indemnitee shall have the
right to employ his or her counsel in any such Proceeding at Indemnitees expense; and (ii) if
(A) the employment of counsel by Indemnitee has been previously authorized by the Company, or
(B) Indemnitee shall have reasonably concluded that there may be a conflict of interest
between the Company and the Indemnitee in the conduct of such defense, or (C) the Company
shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the
fees and expenses of Indemnitees counsel shall be at the expense of the Company. If the
Company assumes the defense of any Proceeding, the Company shall be obligated to defend all
claims against Indemnitee in such Proceeding in good faith and in a manner consistent with the
best interests of Indemnitee, and the Company shall not settle or compromise any claims on any
basis or in any manner which would impose any liability, limitation or restriction of any kind
on Indemnitee without Indemnitees express written consent.10.
    
    Attorneys Fees. In the event that Indemnitee or the Company institutes an action to
enforce or interpret any terms of this Agreement, the Company shall reimburse Indemnitee for
all of the Indemnitees reasonable fees and expenses in bringing and pursuing such action or
defense if Indemnitee is successful in whole or in part in such action or defense.11.
    
    Continuation of Obligations. All agreements and obligations of the Company contained
herein shall continue during the period the Indemnitee is a director and/or officer of the
Company, or is or was serving at the request of the Company as a director, officer, fiduciary,
employee or agent of a corporation, partnership, joint venture, trust or other enterprise, and
shall continue thereafter so long as the Indemnitee shall be subject to any possible
Proceeding by reason of the fact that Indemnitee served in any capacity referred to herein.12.
    
    Successors and Assigns. This Agreement establishes contract rights that shall he
binding upon, and shall inure to the benefit of, the successors, assigns, heirs and legal
representatives of the parties hereto.13.
    
    Non-exclusivity.
 a.
    
    Other Rights. The provisions for indemnification and advancement of
Expenses set forth in this Agreement shall not be deemed to be exclusive of any other
rights that the Indemnitee may have under any provision of law, the Companys Restated
Certificate of Incorporation or Bylaws, the vote of the Companys shareholders or
disinterested directors, other agreements or otherwise, both as to action in his or her
official capacity and action in another capacity while occupying his or her position as
a director and/or officer of the Company.
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b.
    
    Changes in Law. In the event of any changes, after the date of this
Agreement, in any applicable law, statute, or rule which expand the right of a Delaware
corporation to indemnify its officers and/or directors, the Indemnitees rights and the
Companys obligations under this Agreement shall be expanded to the full extent
permitted by such changes. In the event of any changes in any applicable law, statute
or rule, which narrow the right of a Delaware corporation to indemnify a director or
officer, such changes, to the extent not otherwise required by such law, statute or
rule to be applied to this Agreement, shall have no effect on this Agreement or the
parties rights and obligations hereunder.
 14.
    
    Effectiveness of Agreement. This Agreement shall be effective as of the date set
forth on the first page and shall, to the fullest extent permitted by law, apply to acts of
omissions of Indemnitee which occurred at any time prior to or after such date if Indemnitee
was an officer, director, employee or other agent of the Company, or was serving at the
request of the Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, at the time such act or omission
occurred.15.
    
    Subrogation. In the event of any payment under this Agreement by the Company to or
on behalf of Indemnitee, the Company shall be subrogated to the extent of such payment to all
of the rights of recovery of Indemnitee, who shall execute all papers required and shall do
everything that may be necessary to secure such rights, including the execution of such
documents necessary to enable the Company effectively to bring suit to enforce such rights.16.
    
    Severability. Nothing in this Agreement is intended to require or shall be construed
as requiring the Company to do or fail to do any act in violation of applicable law, rule or
regulation. The provisions of this Agreement shall be severable as provided in this Section
16. If this Agreement or any portion hereof shall be invalidated on any ground by any court
of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee to the
full extent permitted by any applicable portion of this Agreement that shall not have been
invalidated, and the balance of this Agreement not so invalidated shall be enforceable in
accordance with its terms.17.
    
    Governing Law. This Agreement shall be interpreted and enforced in accordance with
the laws of the State of Delaware. To the extent permitted by applicable law, the parties
hereby waive any provisions of law which render any provision of this Agreement unenforceable
in any respect.18.
    
    Amendment and Termination. No amendment, modification, termination or cancellation
of this Agreement shall be effective unless in writing signed by both the Company and
Indemnitee.
 IN WITNESS WHEREOF
 INDEMNITEE
    
    
    
    LINDSAY CORPORATIONBy:Richard W. ParodPresident and CEO
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