exhibit_10-5.htm


    Exhibit
10.5


      TENNANT
COMPANY

      EXECUTIVE
EMPLOYMENT AGREEMENT

      


      THIS EXECUTIVE EMPLOYMENT AGREEMENT
(this “Agreement”) is entered into on ________ ___, 2008 by and between Tennant
Company, a Minnesota corporation (the “Company”), and [NAME], a resident of
Minnesota (“Executive”).

      


      Recitals

      


      A.           Executive
is a key member of the management of the Company and is expected to devote
substantial skill and effort to the affairs of the Company, and the Company
desires to recognize the significant personal contribution that Executive makes
and is expected to continue to make to further the best interests of the Company
and its shareholders.

      


      B.           It
is desirable and in the best interests of the Company and its shareholders to
continue to obtain the benefits of Executive’s services and attention to the
affairs of the Company.

      


      C.           It
is desirable and in the best interests of the Company and its shareholders to
protect confidential, proprietary and trade secret information of the Company,
to prevent unfair competition by former executives of the Company following
separation of their employment with the Company and to secure cooperation from
former executives with respect to matters related to their employment with the
Company.

      


      NOW, THEREFORE, in consideration of the
foregoing premises and the respective agreements of the Company and Executive
set forth below, the Company and Executive, intending to be legally bound, agree
as follows:

      


      1.           Term.  This
Agreement shall commence on the date of this Agreement and shall continue in
effect until the earlier of the Expiration Date as defined below or the
occurrence of a Change in Control as defined in the Management Agreement
attached hereto as Exhibit B (the “Term”).  The initial Expiration
Date shall be December 31, 2010. Thereafter, this Agreement shall be
automatically extended for successive one-year periods, and the Expiration Date
shall be the last day of each successive one-year period, except that this
Agreement shall not be extended if either party gives written notice to the
other party at least 60 days prior to the Expiration Date that such party elects
not to extend the Term.  During the Term, the Company shall employ
Executive, and Executive shall remain in the employ of the Company, upon the
terms and conditions set forth in this Agreement, until such employment is
terminated in accordance with Section 4 below.  If Executive remains
employed by the Company after the Term ends, such continued employment shall be
on such terms and conditions as may be agreed to from time to time by the
parties.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      2.           Position and
Duties.

      


      (a)           Employment with the
Company.  During Executive’s employment with the Company
hereunder, Executive shall initially hold the position of [TITLE] or such additional or
alternative positions of an executive nature, and shall perform such duties and
responsibilities associated with such positions, as the Chief Executive Officer
of the Company shall assign to Executive from time to time consistent with
Executive’s qualifications and experience.

      


      (b)           Performance of Duties and
Responsibilities.  Executive shall serve the Company faithfully
and to the best of Executive’s ability and shall devote full working time,
attention and efforts to the business of the Company during Executive’s
employment with the Company.  While Executive is employed by the
Company hereunder, Executive shall not accept other employment with or engage in
or render services to any other business enterprise, except that Executive may
participate in charitable activities and personal investment activities to a
reasonable extent, and Executive may serve as a director of business
organizations subject to any guidelines for such directorships that may be
established by the Company from time to time, so long as such activities and
directorships do not interfere with the performance of Executive’s duties and
responsibilities to the Company.  Executive hereby represents and
confirms that Executive is under no contractual or legal commitments that would
prevent Executive from fulfilling Executive’s duties and responsibilities as set
forth in this Agreement.

      


      3.           Compensation.  While
Executive is employed by the Company hereunder during the Term, Executive shall
receive the following compensation and benefits:

      


      (a)           Base
Salary.  The Company shall pay to Executive for services
performed on an annual basis such Base Salary as the Compensation Committee
shall from time to time determine, prorated for any partial year of employment
and payable in accordance with the Company’s normal payroll policies and
procedures.  At the beginning of each fiscal year of Executive’s
employment with the Company during the Term, the Board and/or the Compensation
Committee shall conduct an annual review of Executive’s performance and Base
Salary to determine whether an adjustment to Executive’s Base Salary should be
made.  In no event shall Executive’s Base Salary be decreased in any
fiscal year during the Term by more than 15% of the Base Salary paid to
Executive for the immediately preceding fiscal year.

      


      (b)           Incentive
Compensation.  Executive shall be entitled to participate in
the STIP, subject to the terms of such plan and as such plan may be amended from
time to time.

      


      (c)           Employee
Benefits.  The Company shall provide to Executive and
Executive’s dependents such medical, dental and life insurance and disability,
retirement savings, vacation, sick leave and other employee and fringe benefits
as are provided from time to time by the Company to its senior executives and
their 

      
        
          
          

        

        
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      dependents,
in accordance with the general benefits practices of and the eligibility and
other terms and conditions of the applicable benefit plans and programs of the
Company then in effect.

      


      (d)           Expenses.  The
Company shall reimburse Executive for all reasonable and necessary out-of-pocket
business, travel and entertainment expenses incurred by Executive in the
performance of Executive’s duties and responsibilities hereunder, subject to the
Company’s normal policies and procedures for expense verification and
documentation.

      


      4.           Termination of
Employment.   The Executive’s employment with the Company
hereunder shall terminate and be effective:

      


      (a)           on
the date set forth in a written notice from the Company to Executive of the
termination of Executive’s employment, which date shall be at least three
business days following the date of such notice;

      


      (b)           upon
Executive’s abandonment of employment;

      


      (c)           upon
receipt by the Company of written notice from Executive of Executive’s
resignation;

      


      (d)           upon
Executive’s Disability; or

      


      (e)           upon
Executive’s death.

      


      Any
notice pursuant to Section 4(a) or 4(c) shall, as applicable, specify whether
such termination by the Company is with or without Cause, or resignation by
Executive is with or without Good Reason, and, if with Cause or Good Reason,
shall set forth in reasonable detail the basis therefor.  Upon
termination of employment, Executive shall receive, in addition to any amounts
owed pursuant to Section 5 of this Agreement, any Base Salary, earned and unused
vacation time, and STIP for the preceding year, to the extent such amounts are
fully earned but unpaid as of the Termination Date, in accordance with the
Company’s payroll practices and any applicable plans or programs.

      


      5.           Payments upon Involuntary
Termination or Resignation for Good Reason. If Executive’s
employment terminates during the Term by reason of (x) an Involuntary
Termination by the Company without Cause or (y) the resignation of Executive for
Good Reason such that Executive’s Termination Date occurs within one year of the first occurrence
of a condition giving rise to Good Reason as set forth in Section 11(i)(i) or
(ii), then the Company shall provide to Executive the benefits set forth in
Section 5(a) below, subject to the limitations and conditions in Sections 5(b)
and 8:

      
        
          
          

        

        
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      (a)           Severance
Benefits.  If Executive’s employment terminates during the Term
by reason of an Involuntary Termination by the Company without Cause or a
resignation by the Executive for Good Reason, then:

      


      (i)           The
Company shall pay to Executive, in accordance with the Company’s regular payroll
practices, Executive’s then-current Base Salary for a period of 12 consecutive
months after the Termination Date.

      


      (ii)           If
the Termination Date is any day other than the last day of the STIP plan year,
the Company shall pay to Executive an amount equal to a pro rata portion (based
on the number of days in the STIP plan year occurring on or before, and after,
the Termination Date) of the award that would have been payable to Executive
under the STIP based on actual performance of objectives under the STIP for such
plan year had Executive remained employed for the entire plan year; provided,
however, that such award amount (before pro ration) shall not exceed an award
based on target performance.  The payment shall be made on the date
awards under the STIP for such plan year are or would have been paid to other
participants in the STIP, but in any event not later than 2-1/2 months after the
end of such plan year.

      


      (iii)           If
Executive (and/or Executive’s covered dependents) is eligible and properly
elects under COBRA to continue group medical, group dental, and/or basic group
life insurance coverage, as in place immediately prior to the Termination Date,
the Company shall continue to pay the Company’s portion of any such premiums or
costs of coverage for a period of up to 12 months following the Termination
Date.  The Company will stop paying its portion of the medical, dental
and/or life insurance premiums, as applicable, prior to the end of the 12-month
period if Executive (and Executive’s covered dependents) is no longer eligible
for COBRA coverage or fails to timely pay the employee portion of such
premiums.  All Company-provided medical, dental and/or life premiums
under this Section 5(a)(iii) shall be paid directly to the insurance carrier or
other provider.

      


      (b)            Limitations.  Notwithstanding
anything above to the contrary, the benefits payable to Executive under Section
5(a)(i) shall not exceed two times the lesser of:

      


      
        	
                 
      

              	
                (i)

              	
                The
      Code § 401(a)(17) compensation limit for the year in which the Termination
      Date occurs; or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                Executive’s
      annual compensation (as defined in Treas. Reg. § 1.415-2(d)) for services
      to the Company for the calendar year prior to the calendar year in which
      the Termination Date occurs.

              


      

      


      
        
          
          

        

        
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      (c)           Excess Lump Sum
Payment.  If application of the maximum limitations under
Section 5(b) results in a reduction of the severance amount that would otherwise
be payable under Section 5(a)(i), then the Company shall pay to Executive the
difference between the amount payable under Section 5(a)(i) and the maximum
amount payable after application of Section 5(b).  Such excess shall
be payable in a cash lump sum no later than 2 1/2 months after the Termination
Date.

      


      (d)           No Deferral of
Compensation.  The Company and Executive
intend  Sections 5(a)(i) and 5(b) to be a “separation pay plan due to
involuntary separation from service” under Treas. Reg. §
1.409A-1(b)(9)(iii).  The parties also intend that the Company’s
payments under Sections 5(a)(ii) and 5(c) will not be considered a deferral of
compensation by application of Treas. Reg. § 1.409A-1(b)(4).  The
parties further intend that the Company’s payments of insurance premiums under
Section 5(a)(iii) will not be considered a deferral of compensation by
application of Treas. Reg. § 1.409A-1(a) and
§ 1.409A-1(b)(9)(v).

      


      6.           Payments in the Case of
Death or Disability.  If Executive’s Termination of Employment
is due to Executive’s death or Disability, the Company shall pay to Executive
(or Executive’s legal representative), in accordance with the Company’s regular
payroll practices, Executive’s current Base Salary through and including the
last day of the calendar month in which the Termination Date
occurs.

      


      7.           Other
Agreements.

      


      (a)           Employee
Agreement.  At the same time as they sign this Agreement, the
parties are entering into the Employee Agreement attached hereto as
Exhibit A.

      


      (b)           Management
Agreement.  At the same time as they sign this Agreement, the
parties are entering into the Management Agreement attached hereto as Exhibit
B.

      


      8.           Withholding of Taxes, Other
Limitations.

      


      (a)           Taxes.  All
payments to Executive hereunder are subject to withholding of income and
employment taxes and all other amounts required by law.  Employee
shall be solely responsible for the payment of all taxes due and owing with
respect to wages, benefits and other compensation provided
hereunder.

      


      (b)           Offsets.  Notwithstanding
any other provision of this Agreement, any payments required by Section 5 shall
be reduced by any severance pay that Executive is eligible to receive from the
Company, its subsidiaries or its successors under any policy, plan or agreement
of the Company, other than this Agreement (“Other Severance Pay”), in the event
of the Company’s termination of Executive’s employment with the
Company.

      


      (c)           Release
Requirement.  Notwithstanding any other provision of this
Agreement, the Company shall not be obligated to make any payments to
Executive

      
        
          
          

        

        
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       under
Section 5 hereof unless Executive shall have signed a release of claims in favor
of the Company in a form to be prescribed by the Company, all applicable
consideration periods and rescission periods provided by law shall have expired
and Executive is in strict compliance with the terms of this Agreement and the
Employee Agreement as of the dates of the payments.

      


      (d)           Effect of Management
Agreement.  If a termination of employment occurs upon or after
the expiration of the Term of this Agreement, Executive shall not be entitled to
receive any compensation or benefits under this Agreement, but may be entitled
to compensation and benefits, if any, in accordance with the terms and
conditions of the Management Agreement.

      


      (e)           Code Section
409A.  This Agreement is intended to satisfy, or be exempt
from, the requirements of Code § 409A(a)(2), (3) and (4), including current and
future guidance and regulations interpreting such provisions, and should be
interpreted accordingly.

      


      (f)           No
Mitigation.  Executive shall not be required to mitigate the
amount of any payment or other benefit provided for in Section 5 by seeking
employment with another employer or otherwise; nor shall the amount of any
payment or other benefit provided for in Section 5 be reduced by any
compensation earned by Executive as the result of Executive’s subsequent
employment by another employer, except as otherwise expressly provided in this
Agreement.

      


      9.           Return of
Property.  Upon termination of Executive’s employment with the
Company, Executive shall promptly deliver to the Company any and all Company
records and any and all Company property in Executive’s possession or under
Executive’s control, including without limitation manuals, books, blank forms,
documents, letters, memoranda, notes, notebooks, reports, printouts, computer
disks, computer tapes, electronic 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
the Company and all copies thereof, and keys, access cards, access codes,
passwords, credit cards, computers, telephones and other electronic equipment
belonging to the Company.

      


      10.           Directors’ and Officers’
Indemnification; Stock Based Compensation.  While Executive is
employed by the Company hereunder, the Company shall not, without the prior
written consent of Executive, amend its articles of incorporation or by-laws to
prohibit or limit the indemnification of, or advances of expenses to, its
directors and officers or to impose conditions on such indemnification or
advances of expenses in addition to those provided by law.  While
Executive is employed by the Company hereunder, the Company shall not modify any
stock based incentive plan or agreement to which Executive is a party (or is
subject) to limit or otherwise affect the acceleration of vesting or
exercisability of stock options of Executive in the event of a change in
control, the lapse of restrictions on restricted stock of Executive in the event


      
        
          
          

        

        
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      of a
change in control, or any other acceleration of, or increase in benefits under,
any stock based benefit in the event of a change in control.

      


      11.           Definitions. When used in this
Agreement with initial capitalized letters, the following terms have the
meanings indicated below, unless context requires otherwise:

      


      (a)            Base
Salary.  “Base Salary” means Executive’s annual base salary
established by the Board and/or Compensation Committee in accordance with
Section 3(a).

      


      (b)            Board.  “Board”
means the Board of Directors of the Company.

      


      (c)           Cause.  “Cause”
means:

      


      (i)           Executive’s
material breach of this Agreement, which is not remedied within 30 days after
receipt of written notice thereof;

      


      (ii)           an
act or acts of dishonesty undertaken by Executive and intended to result in gain
or personal enrichment of Executive at the expense of the Company;

      


      (iii)           persistent
failure by Executive to perform the duties of Executive’s employment, which
failure is demonstrably willful and deliberate on the part of Executive and
constitutes gross neglect of duties by Executive and which is not remedied
within 90 days after receipt of written notice thereof; or

      


      (iv)           the
indictment or conviction of Executive for a felony if the act or acts
constituting the felony are substantially detrimental to the Company or its
reputation.

      


      (d)            COBRA.  “COBRA”
means the benefit continuation provisions under the Consolidated Omnibus Budget
Reconciliation Act of 1986.  For purposes of this Agreement, COBRA is
deemed to include the group term life insurance continuation requirements under
Minnesota law.

      


      (e)           Code.  “Code”
means the Internal Revenue Code of 1986, as amended.

      


      (f)           Compensation
Committee.  “Compensation Committee” means the compensation
committee of the Board.

      


      (g)            Disability.  “Disability”
means a continuing condition of Executive that has been determined to meet the
criteria set forth in the Tennant Company Long Term Disability Plan, or similar
successor plan, to render Executive eligible for long-term disability benefits
under said plan, whether or not Executive is in fact covered by such


      
        
          
          

        

        
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      plan.  The
determination shall be made by the insurer of the plan or, if Executive is not
covered by the plan, by the Company in its sole discretion.

      


      (h)           Employee
Agreement.  “Employee Agreement” means the Employee Agreement
between Executive and the Company of even date herewith and attached to this
Agreement as Exhibit A.

      


      (i)           Good
Reason.  “Good Reason” means the existence of either of the
following conditions, without Executive’s consent, that is not remedied by the
Company within 30 days after receipt of written notice thereof, where such
notice is provided by Executive within 90 days of the initial existence of the
condition:

      


      
        	
                 
      

              	
                (i)

              	
                the
      Company’s material breach of this Agreement;
or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                a
      material diminution in the Executive’s authority, duties, or
      responsibilities, other than for Cause or on account of
      Disability.

              


      

      


      (j)            Involuntary
Termination.  “Involuntary Termination” means a termination of
employment instigated by the Company without the consent or agreement of
Executive, or which is otherwise considered an involuntary separation from
service under Code § 409A and guidance thereunder.

      


      (k)            Management
Agreement.  “Management Agreement” means the Management
Agreement between Executive and the Company of even date herewith and attached
to this Agreement as Exhibit B.

      


      (l)            STIP.  “STIP”
means the Company’s Short-Term Incentive Plan, as may be  amended from
time to time, or any successor plan.

      


      (m)            Termination
Date.  “Termination Date” means the date on which Executive’s
employment by the Company ends, as defined in Section 4.  For purposes
of Section 5 of this Agreement only, the Termination Date shall mean the date on
which a “separation from service” has occurred for purposes of Code Section
409A.

      


      12.           Successors and
Assigns.  This 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,
except that the Company may assign its rights and obligations under this
Agreement to any affiliate of the Company and Executive hereby consents to any
such assignment by the Company.

       

      


      13.           Separate
Representation.  Executive hereby acknowledges that Executive
has the right to and/or has been advised to seek and receive independent advice
from counsel of Executive’s own selection in connection with this Agreement and
has not 

      
        
          
          

        

        
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      relied to
any extent on any officer, director or shareholder of, or counsel to, the
Company in deciding to enter into this Agreement.

      


      14.           Governing
Law.  All matters relating to the interpretation, construction,
application, validity and enforcement of this Agreement shall be governed by the
laws of the State of Minnesota without giving effect to any choice or conflict
of law provision or rule, whether of the State of Minnesota or any other
jurisdiction, that would cause the application of laws of any jurisdiction other
than the State of Minnesota.

      


      15.           Dispute
Resolution.  The parties shall endeavor to resolve any dispute
arising out of or relating to this Agreement, Executive’s employment with the
Company or the termination of such employment (except for any dispute arising
under the Management Agreement or the Employee Agreement) (a “Dispute”) by
mediation and, if such mediation is not successful, by final and binding
arbitration.  Disputes and claims encompassed by this Agreement
include all applicable federal, state and local employment-related claims,
whether based on common law (such as breach of contract or defamation) or
statutes (such as the Americans With Disabilities Act, Title VII of the Civil
Rights Act of 1964, the Age Discrimination in Employment Act, and the Minnesota
Human Rights Act).  The parties shall first attempt in good faith to
resolve any Dispute by confidential mediation before a qualified mediator
mutually agreed upon by the parties.  If the Dispute is not resolved
by mediation within 45 days after initial notice of the Dispute, then the
Dispute shall be finally resolved by arbitration before a single arbitrator in
accordance with the then most recent Employment Dispute Resolution Rules of the
American Arbitration Association.  Any mediation or arbitration
hereunder shall be conducted in Minneapolis, Minnesota.  The decision
of the arbitrator shall be final and binding, and any court of competent
jurisdiction may enter judgment upon the award.  All fees and expenses
of the arbitrator shall be paid by the Company. The arbitrator shall have the
jurisdiction and authority to interpret and apply the provisions of this
Agreement and relevant federal, state and local laws, rules and regulations
insofar as necessary to the determination of the Dispute and to remedy any
breaches of the Agreement or violations of applicable laws, but shall not have
jurisdiction or authority to alter in any way the provisions of this
Agreement.  The parties hereby agree that this arbitration provision
shall be in lieu of any requirement that either party exhaust such party’s
administrative remedies under federal, state or local law.  Executive
and the Company acknowledge and agree that this arbitration provision is
beneficial to both parties because it provides a quick, less expensive and
confidential manner of resolving finally any dispute or claim.  All
mediation and arbitration proceedings hereunder shall be confidential and the
parties, mediator and arbitrator shall keep confidential the existence and
nature of any Dispute and all related proceedings.  Notwithstanding
anything to the contrary provided in this Section 15 and without prejudice
to the above procedures, either party may apply to any court of competent
jurisdiction for temporary injunctive or other provisional judicial relief if in
such party’s sole judgment such action is necessary to avoid irreparable damage
or to preserve the status quo until such time as the arbitration award is
rendered or the controversy is otherwise resolved.

       

      
        
          
          

        

        
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      16.           Notices.  All
notices hereunder shall be delivered by hand or sent by registered or certified
mail, return receipt requested, postage prepaid, to the party to receive the
same at the address set forth with the signature of such party hereto or at such
other address as may have been furnished to the sender by notice
hereunder.

      


      17.           Counterparts.  This
Agreement may be executed in counterparts, each of which when so executed shall
be deemed to be an original, and such counterparts shall together constitute but
one and the same instrument.

      


      18.           Entire
Agreement.  This Agreement, the Employee Agreement, the
Management Agreement, and the other documents and instruments referred to herein
contain the entire understanding of the parties hereto with respect to the
employment of Executive by the Company.

      


      19.           Amendments and
Waivers.  No provision hereof may be altered, amended,
modified, waived or discharged in any way whatsoever except by written agreement
executed by both parties.  No delay or failure of either party to
insist, in any one or more instances, upon performance of any of the terms and
conditions of this Agreement or to exercise any rights or remedies hereunder
shall constitute a waiver or a relinquishment of such rights or remedies or any
other rights or remedies hereunder.

      


      20.           Severability;
Survival. In the event that any portion of this Agreement is held to be
invalid or unenforceable for any reason, it is hereby agreed that such
invalidity or unenforceability shall not affect the other portions of this
Agreement and that the remaining covenants, terms and conditions or portions
hereof shall remain in full force and effect, and any court of competent
jurisdiction or arbitrator, as the case may be, may so modify the objectionable
provision as to make it valid, reasonable and enforceable.  The
obligations and rights of the parties hereunder that by their terms continue
beyond the Term shall survive the termination of this Agreement.

      


      21.           Replacement of Prior
Agreement(s).  This Agreement, the Employee Agreement, and the
Management Agreement replace and supersede all agreements between the Company
and Executive of any nature whatsoever, which agreements, if any, shall be of no
further force or effect.

      


      IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed on the date and year first above
written.

      


      EXECUTIVE                                                                                     TENNANT
COMPANY

      


      


      


      Name:  [NAME]                                                                           Name:  [NAME]

      


      Address:                      [ADDRESS]                                                                Title:                      [TITLE]


      
        
          
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       EXHIBIT
A TO

      EXECUTIVE
EMPLOYMENT AGREEMENT

      


      


      TENNANT
COMPANY and

      TENNANT
SALES AND SERVICE COMPANY

      EMPLOYEE
AGREEMENT

      


      


      Employee’s
Last
Name                                                                           
Initial                                                First
Name

      (Please
Print)

      


      


      Tennant
and the undersigned Employee recognize it is important that Tennant protect its
rights with respect to its confidential business and product information,
inventions, and customer relationships without unduly impairing the Employee’s
ability to pursue Employee’s profession.  Tennant and the Employee
also recognize that Tennant provides valuable training to Employee; entrusts
Employee with confidential information, business relationships, and goodwill;
and compensates Employee to support, develop, administer, maintain, and/or sell
Tennant products.  Accordingly, Employee enters into this Agreement in
consideration of the following:  (i) Tennant’s offer of
employment or continuing employment and the benefits associated with that
employment (including without limitation such benefits set forth in the
Executive Employment Agreement and the Management Agreement being entered into
by the parties); (ii) Tennant’s promise of granting Employee access to
confidential information necessary to perform Employee’s duties;
(iii) Tennant’s actual grant to Employee of access to confidential
information necessary to perform the Employee’s duties; (iv) Tennant’s promise
to provide Employee valuable training; (v) Tennant’s actual provision of
valuable training to Employee; (vi) Tennant’s promise to provide Employee access
to Tennant’s business and customer relationships and goodwill; (vii) Tennant’s
actual provision to Employee of access to Tennant’s business and customer
relationships and goodwill; (viii) Tennant’s obligations to the Employee
contained in this Agreement; and (ix)  other consideration, all of which
the Employee acknowledges was received and is sufficient consideration for the
promises in this Agreement.

      


      SECTION
1:  DEFINITIONS

      


      These
terms have the following defined meaning whenever used in this
Agreement:

      


      1.1           COMPETITIVE PRODUCT means
goods, products, product lines or services, and each and every component
thereof, invented, developed, designed, produced, manufactured, marketed,
promoted, sold, supported, serviced, or that are in development or the subject
of research by anyone other than Tennant, that are the same or similar, perform
any of the same or similar functions, may be substituted for, or are intended or
used for any of the same purposes as a Tennant Product.

      


      1.2           COMPETITIVE RESEARCH means any
research or development of any kind or nature conducted by any person or entity
anyone other than Tennant, including without limitation theoretical and applied
research, which is intended for, or may be useful in, any aspect of the
invention, development, design, production, manufacture, marketing, promotion,
sale, support or service of a Competitive Product.

      


      1.3           CONFIDENTIAL INFORMATION means
any information relating to Tennant’s business, including an Invention, formula,
pattern, compilation, program, device, method, technique, or process that the
Employee invents, learns, or develops during the course of Employee’s employment
by Tennant that derives independent economic value from not being generally
known, or readily ascertainable by proper means, by other persons can obtain
economic value from its disclosure or use.  Confidential Information
includes but is not limited to trade secrets and Inventions and, without
limitation, may relate to research, development, experiments, engineering,
product specifications, computer programs, computer software, hardware
configurations, manufacturing processes, compositions, algorithms, know-how,
methods, 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      machines,
management systems, strategic plans, business methods, nonpublic financial
information, proprietary and Confidential Information pertaining to vendors and
customers, employee and personnel data, sales volumes, pricing strategies, sales
and marketing plans and strategies, contracts, and bids.

      


      1.4           CONFLICTING ORGANIZATION means
any person (including the Employee) or entity, and any parent, subsidiary,
partner, or affiliate (regardless of its legal form) of any person or entity,
that engages in, or is about to become engaged in, the research, invention,
development, design, production, manufacture, promotion, marketing, sale,
support, or service of a Competitive Product or in Competitive
Research.

      


      1.5           EMPLOYEE means the individual
who signs this Agreement on the line designated for Employee
signature.

      


      1.6           INVENTION(S) means any and all
inventions, discoveries, ideas, processes, writings, works of authorship,
designs, developments and improvements, whether or not protectible under the
applicable patent, trademark, or copyright statutes, invented generated,
conceived, or reduced to practice by the Employee, alone or in
conjunction with others, while employed by Tennant.

      


      1.7           TENNANT means Tennant Company
and its wholly owned subsidiary, Tennant Sales and Service Company, both
Minnesota corporations with their principal place of business in the State of
Minnesota, and all of their parents, subsidiaries or affiliated corporations,
wherever located, and their successors and assigns, that exist or may exist
during all or any portion of the time this Agreement is in effect.

      


      1.8           TENNANT CUSTOMER(S) means any
person, entity or institution to whom or to which Employee, or persons under
Employee’s management, direction or supervision, sold, solicited sales,
supported, marketed, serviced,  or promoted products or services on
behalf of Tennant during the last eighteen (18) months in which Employee was
employed by Tennant.  Without limiting the generality of the
foregoing, the term Tennant Customer includes all and each of the employees,
agents or representatives, and any other persons who control, direct or
influence purchasing decisions of any such person, entity or
institution.

      


      1.9           TENNANT PRODUCT(S) means any
goods, products, product lines or services (a) that during the last
eighteen (18) months in which the Employee was employed by Tennant, Employee, or
persons under Employee’s management, direction or supervision, performed
research regarding, invented, designed, developed, marketed, promoted, sold,
solicited sales of, supported, serviced, or provided on behalf of Tennant, or
(b) with respect to which Employee at any time received or otherwise
obtained or learned Confidential Information.

      


      SECTION
2:  EMPLOYMENT

      


      2.1           Employment
At-Will.   Tennant
agrees to employ or continue to employ Employee at-will.  The parties
agree that either party may terminate Employee’s employment at any time for any
reason.  This Agreement is ancillary to at-will employment and does
not purport to include all of the terms of, or supersede, that
relationship.  Employee agrees that during the term of this Agreement,
Employee may from time-to-time be employed by Tennant or any one of its
subsidiaries or affiliates, and that the Tennant entity employing Employee may
change from time-to-time at the sole discretion of Tennant, without affecting
the validity, binding effect upon Employee, or enforceability of this Agreement
or of any of the terms or conditions hereof.

      


      2.2           Compensation.   The
compensation, benefits, and other financial terms and conditions applicable to
Employee’s employment at the inception of this Agreement are set forth in
separate documents provided to Employee.  Any changes in the
compensation and benefits of Employee after this Agreement becomes effective
that take place from time-to-time shall not terminate or invalidate this
Agreement or affect or impair the validity or enforceability of this
Agreement.

      


      2.3           Duties.   Employee
agrees to diligently, loyally and faithfully perform and discharge the duties
assigned to Employee from time to time, and all duties associated therewith, to
engage in no activities detrimental to Tennant’s interests, to be familiar with
Tennant policies and procedures that relate to 

      
        
          
          

        

        
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      Employee’s
duties, and to abide by Tennant’s policies as they exist from time to time,
including, without limitation, Tennant’s policies set forth in its Employee
Handbook and Business Ethics Guide, and Confidential
Information.  This Agreement continues in force and effect if the
Employee’s duties, title, or place of work change after this Agreement becomes
effective, and any such change shall not terminate or invalidate this Agreement
or affect or impair the validity or enforceability of this
Agreement.

      


      2.4           Protection
of Former Employer.   Employee
agrees not to divulge to, or use for the benefit of Tennant any proprietary, trade
secret, or confidential information of a former employer.

      


      2.5           No Other
Contractual Obligations.  Employee hereby represents and
confirms that Employee has not made any contractual or legal commitments that
would prevent or prohibit Employee from fulfilling
Employee’s duties and responsibilities as set forth in this
Agreement.

      


      SECTION
3:   TRAINING, CONFIDENTIAL INFORMATION AND GOODWILL

      


      3.1           
Tennant’s Promises to Employee.   Tennant
agrees that: (a) upon commencement of employment it will provide Employee with
valuable training that may include but not be limited to orientation training,
self-study materials and course work, classroom training, on-the-job training,
and other forms of training; (b) it will continue to provide valuable training
to Employee from time to time throughout the course of Employee’s employment;
(c) upon commencement of employment it will provide Employee with Tennant’s
valuable business and customer relationships, goodwill and/or Confidential
Information that are appropriate for Employee’s position, duties, and
responsibilities; and (d) it will continue to provide valuable business and
customer relationships, goodwill and/or Confidential Information from time to
time during the course of Employee’s employment that are appropriate for
Employee’s position, duties, and responsibilities.

      


      3.2           Goodwill.   Employee
acknowledges that Tennant owns the goodwill in Employee’s relationships with
Tennant Customers that Employee maintains or develops in the course and scope of
Employee’s employment by Tennant.  If Employee owned goodwill in
customer relationships when Employee commenced employment with Tennant, Employee
irrevocably transfers and assigns any and all such goodwill to Tennant, and
Tennant shall become the owner of such goodwill.

      


      3.3           Employee’s
Use of Training, Business and Customer Relationships, Goodwill and CONFIDENTIAL
INFORMATION.   Employee agrees that in consideration of
the promises made by Tennant to Employee to provide Employee valuable training,
business and customer relationships, goodwill and/or Confidential Information as
set forth above, Employee will use such valuable training, business and customer
relationships, goodwill and/or Confidential Information only during the course
of Employee’s employment by Tennant and solely and exclusively for the benefit
of Tennant.

      


      3.4           Fiduciary
Duties.   Employee
agrees that Employee shall treat all Confidential Information, training,
business relationships, and goodwill entrusted to Employee by Tennant as a
fiduciary, and Employee accepts and undertakes all of the obligations of a
fiduciary, including good faith, trust, confidence and candor, and Employee
agrees to use such training and to maintain, protect, and develop Confidential
Information, business relationships, and goodwill solely and exclusively for the
benefit of Tennant.

      


      3.5           Tennant
Property.   All
documents and things provided to Employee by Tennant for use in connection with
Employee’s employment including but not limited to cellular phones, cellular
phone numbers, laptop computers, PDA’s, pagers and other equipment or created by
the Employee in the course and scope of Employee’s employment by Tennant, are
the property of Tennant and shall be held by Employee as a fiduciary on behalf
of Tennant.  Upon termination of Employee’s employment, Employee shall
promptly, and without the requirement of a prior demand by Tennant, return to
Tennant all such equipment, documents and things, together with all copies,
recordings, abstracts, notes, reproductions, or electronic versions of any kind
made from or about the documents and things or the information they
contain.

      


      
        
          
          

        

        
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      3.6           Nondisclosure.   Employee
agrees not to use or disclose any Confidential Information to or for the benefit
of any person or entity other than Tennant, either during or after employment,
for as long as the information retains the characteristics described in
Section 1.3.  Employee agrees and understands that this provision
prohibits Employee from rendering services to a Conflicting Organization to the
extent that Employee would use, disclose or rely upon Confidential Information
or be caused or required to use, disclose or rely upon Confidential Information
during the course of rendering such services.

      


      SECTION
4:  EMPLOYMENT RESTRICTIONS

      


      4.1           Restrictions
on Competition During Employment. Employee agrees that
while employed by Tennant, Employee will not be directly or indirectly employed
or affiliated in any capacity by, become an independent contractor or consultant
for, or perform any services for a Conflicting Organization in connection with
or relating to a Competitive Product or Competitive Research.

      


      4.2           Post-Employment
Restrictions on Competition (Non-Sales Employees).  Unless
Section 4.3 below is applicable on the last day Employee is employed by Tennant,
Employee agrees that for twelve (12) months after the last day Employee is
employed by Tennant, Employee will not, directly or indirectly, be employed or
affiliated in any capacity by, become an independent contractor or consultant
for, or perform any services for a Conflicting Organization in connection with
or relating to a Competitive Product or Competitive Research.

      


      4.3           Post-Employment
Restrictions on Competition (Sales Employees).  If during the
last twelve (12) months of employment with Tennant, Employee had no management
duties or responsibilities and was engaged exclusively in sales activities,
including selling, soliciting the sale, promoting, or supporting the sale of
Tennant Products through direct contact with Tennant Customers, Employee agrees
that for twelve (12) months after the last day Employee is employed by Tennant,
Employee will be prohibited, directly or indirectly, from soliciting,
communicating with or contacting, and from managing, directing or supervising
others who solicit, communicate with or contact, any Tennant Customer on behalf
of a Conflicting Organization in connection with or relating to a Competitive
Product or Competitive Research.

      


      4.4           Prohibition
on Solicitation of TENNANT Employees.   Employee
agrees that at all times while employed by Tennant, and for twelve (12) months
thereafter, Employee will not, directly or indirectly, solicit, cause to be
solicited, or participate in or promote the solicitation of any person to
terminate that person’s employment with Tennant to become employed by a
Conflicting Organization, or to breach that person’s Employment Agreement with
Tennant.

      


      4.5           Post-Employment
Disclosure.  Employee agrees
that in the event Employee voluntarily or involuntarily terminates employment
with Tennant, that during the term of the restrictions described in Sections 4.2
or 4.3 above, as applicable, Employee will inform Tennant of the identity of any
new employer that is a Conflicting Organization or is involved with a
Competitive Product or Competitive Research, the job title of Employee’s new
position, and a description of any services to be rendered to that
employer.  In addition, Employee agrees to respond within
ten (10) days to any written request from Tennant for further information
concerning Employee’s work activities sufficient to provide Tennant with
assurances that Employee is not violating any of the obligations Employee has
undertaken in this Agreement.

      


      4.6           Ancillary
Promises.  The promises of
Employee to Tennant contained in Sections 3.2, 3.3, 3.4, 3.5 and 3.6 are
reciprocal to the promises of Tennant to Employee contained in Section
3.1.  Tennant’s promises to Employee contained in Section 3.1 give
rise to Tennant’s interest in enforcing Employee’s promises in Sections 4.1,
4.2, 4.3, 4.4, and 4.5 which promises of Employee to Tennant are ancillary to
the reciprocal promises of Tennant and Employee contained in Sections 3.1, 3.2,
3.3, 3.4 3.5 and 3.6 and are intended to enforce Employee’s promises to Tennant
contained in Sections 3.2, 3.3, 3.4, 3.5 and 3.6.

      


      SECTION
5:  INVENTIONS

      


      5.1           Disclosure.   Employee
agrees to promptly disclose to Tennant in writing all Inventions.

      


      
        
          
          

        

        
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      5.2           Ownership,
Assignment and Recordkeeping.   All
Inventions shall be the exclusive property of Tennant.  Employee
hereby assigns all Inventions to Tennant. Employee agrees to keep accurate,
complete and timely records of Employee’s Inventions, which records shall be the
property of Tennant and shall be retained on Tennant’s premises.

      


      5.3           Cooperation.   During and
after the termination of Employee’s employment, Employee agrees to give Tennant
all cooperation and assistance necessary to perfect, protect, and use its rights
to Inventions.  Without limiting the generality of the foregoing,
Employee agrees to sign all documents, do all things, and supply all information
that Tennant may deem necessary to (a) transfer or record the transfer of
Employee’s entire right, title and interest in Inventions, and (b) enable
Tennant to obtain patent, copyright, or trademark protection for Inventions
anywhere in the world.

      


      5.4           Attorney-in-Fact.   Employee
irrevocably designates and appoints Tennant and its duly authorized officers and
agents as attorney-in-fact to act for and in Employee’s behalf and stead to
execute and file any lawful and necessary documents required, and to do all
other lawfully permitted acts required, for the assignment of, application for,
or prosecution of any United States or foreign application for letters patent,
copyright or trademark with the same legal force and effect as if executed by
Employee.

      


      5.5           Waiver.   Employee
hereby waives and quitclaims to Tennant any and all claims, of any nature
whatsoever, which Employee may now have or may hereafter have for infringement
of any patent, copyright, or trademark resulting from any
Invention.

      


      5.6           Future
Patents.   Any
Invention relating to the business of Tennant with respect to which Employee
files a patent application within one (1) year following termination of
Employee’s employment shall be presumed to cover Inventions conceived by
Employee during the term of Employee’s employment, subject to proof to the
contrary by Employee by good faith, contemporaneous, written and duly
corroborated records establishing that such Invention was conceived and made
following termination of employment and without using Confidential
Information.

      


      5.7           Release
or License.   If an
Invention does not relate to the existing or reasonably foreseeable business
interests of Tennant, Tennant may, in its sole and unreviewable discretion,
release or license the Invention to the Employee upon written request by the
Employee.  No release or license shall be valid unless in writing
signed by Tennant’s General Counsel.

      


      5.8           Notice.   Pursuant to
Minnesota Statutes Section 181.78, Employee is hereby notified that this
Agreement does not apply to any invention for which no equipment, supplies,
facility or trade secret information of Tennant was used and which was developed
entirely on the Employee’s own time, and (1) which does not relate
(a) directly to the business of Tennant or (b) to Tennant’s actual or
demonstrably anticipated research or development, or (2) which does not
result from any work performed by the Employee for Tennant.  Employee
has disclosed on Exhibit A-1 attached hereto all such excluded
inventions.

      


      SECTION
6:  GOVERNING LAW, VENUE AND JURISDICTION

      


      6.1           Place of
Agreement.  Because Tennant
is a Minnesota corporation with its principal place of business located in
Minnesota, and because it is mutually agreed that it is in the best interests of
Tennant and all of its employees that a uniform body of law consistently
interpreted be applied to the employment relationships between Tennant and all
of its employees, this Agreement is deemed entered into in the State of
Minnesota between Tennant and Employee, and the substantive laws of Minnesota
and the exclusive jurisdiction of the courts of Minnesota shall be applicable
hereto on the terms and conditions specified below.

      


      6.2           Governing
Law.  The validity,
enforceability, construction, and interpretation of this Agreement shall be
governed by the laws of the State of Minnesota, without regard to any
choice-of-law or conflict-of-

      
        
          
          

        

        
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      law rules
Employee irrevocably waives Employee’s right, if any, to have the laws other
than the State of Minnesota apply to this Agreement.

      


      6.3           Jurisdiction
and Venue.  Hennepin County District Court shall have exclusive
jurisdiction and venue over any disputes between Tennant and Employee arising
out of or related to Employee’s employment or this
Agreement.   Employee hereby irrevocably consents to the
exclusive personal jurisdiction of the state courts in Hennepin County,
Minnesota for the purposes of any action arising out of or related to Employee’s
employment or this Agreement, including specifically (but without limiting the
generality of the foregoing) actions for temporary equitable relief including
temporary and permanent injunctions, except proceedings in other jurisdictions
to enforce judgments entered by the Hennepin County District Court pursuant
hereto.

      


      6.4           Covenant
Not to Sue.   Employee
irrevocably covenants not to sue Tennant in any jurisdiction or venue other than
the Hennepin County, Minnesota District Court for the purposes of any action
arising out of or related to Employee’s employment or this
Agreement.  Employee further agrees not to assist, aid, abet,
encourage, be a party to, or participate in the commencement or prosecution of
any lawsuit or action by any third party arising out of or related to this
Agreement in any jurisdiction or venue other than a state court in Hennepin
County, Minnesota; provided, however, that nothing herein shall prohibit or
restrict Employee from being a witness or otherwise providing evidence in any
action pursuant to court order or subpoena.

      


      SECTION
7:  OTHER PROVISIONS

      


      7.1           Obligations
Unconditional.   The
obligation of the parties to perform the terms of this Agreement is
unconditional and does not depend on the performance or nonperformance of any
terms, duties, or obligations not specifically recited in this Agreement.
Employee irrevocably waives Employee’s right to challenge the enforceability or
validity of any portion of this Agreement.

      


      7.2           Waiver.   No waiver
by Tennant of any breach of this Agreement by Employee shall be valid unless
contained in a writing signed by the General Counsel of Tennant or the General
Counsel’s designee.  Waiver of any breach of this Agreement shall not
constitute, or be deemed, a waiver of any other breach of this
Agreement.  Employee acknowledges and agrees that this Agreement is
independent of any and all other agreements between Tennant and any other person
or entity, and that the enforcement or non-enforcement by Tennant of any
provision of any Agreement between Tennant and any other person shall not
constitute a waiver by Tennant of any of its rights, nor a defense available to
Employee, to enforcement of this Agreement, or any of the terms or provisions
hereof.

      


      7.3           Provisions
Survive Termination.  To the extent
that any provisions of this Agreement apply to the time period after, or require
performance or enforcement after, termination of Employee’s employment or
termination of this Agreement, all such provisions survive the termination of
Employee’s employment and termination of this Agreement and may be enforced
subsequent thereto. Without limiting the generality of the foregoing,
Section 1; Sections 3.2, 3.3, 3.4, and 3.5 and 3.6; Section 4.2, 4.4,
4.5 and 4.6; Section 5; and Section 6 each survive termination of
Employee’s employment and termination of this Agreement.

      


      7.4           Prior
Agreements.   Except to
the extent provided in Section 7.5, all prior agreements, if any, between
Tennant and Employee relating to any part of the subject matter of this
Agreement are superseded and rendered null and void upon execution of this
Agreement by Employee and Tennant; provided, however, that nothing in this
Agreement invalidates, renders null or void, or otherwise affects any term or
provision of any Tennant compensation or benefit plan or any agreements related
thereto.

      


      7.5           Validity
Not Impaired.   In the
event that any provision of this Agreement is unenforceable under applicable
law, the validity or enforceability of the remaining provisions shall not be
affected.  To the extent any provision of this Agreement is judicially
determined to be unenforceable, (a) a court of competent jurisdiction may reform
any such provision to make it enforceable, and (b) to the extent a court of
competent jurisdiction refuses to enforce any provision of this Agreement as
written or reformed, any 

      
        
          
          

        

        
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      provisions
of any prior agreement between Employee and Tennant addressing the subject
matter of the unenforceable provision shall be deemed to govern the relationship
between Employee and Tennant notwithstanding any contrary provisions of Section
7.4 hereinabove.

      


      7.6           Transfer
or Assignment.   Tennant may
transfer or assign its rights and obligations pursuant to this Agreement to its
successors or assigns.  Employee may not assign any rights or
obligations pursuant to this Agreement.

      


      7.7           Tolling.  In the event
Employee breaches or violates Sections 4.1, 4.2, 4.3, 4.4 or 4.5 hereinabove,
the duration of the restrictions contained therein shall be extended by the
number of days the Employee remains in breach or violation
thereof.  This provision may be specifically enforced.

      


      Employee has received and read, and
understands the terms of this Agreement.  Employee enters into this
Agreement voluntarily, and has had the opportunity to consult with Employee’s
own attorney before signing.

      


      Employee has received a copy of this
Agreement for Employee’s records.

      


      This Agreement becomes binding and
effective on Tennant and Employee upon signature by Employee.

      


      


      


      
        	
                EMPLOYEE:

                 

                 

                Employee’s
      Signature

                 

                Date                                                                    

                 

                 

                Home
      Address

                 

                 

                City                                         State           Zip
      Code

                 

                 

              	
                TENNANT:

                

                By                                                                    

                      Signature

                 

                Title
      V.P.,
      Administration                                                                    

                 

                Date                                                                

                 

                701
      North Lilac Drive

                P.
      O. Box 1452

                Minneapolis,
      MN 55440-1452

              


      

      


      


      


      


       


      
        
          
            7036v1

          

           


        

        
          - 7
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       Exhibit
A-1

       

      EMPLOYEE’S EXCLUDED
INVENTIONS

       

      


       

      I hereby consider the following
inventions to be excluded as set forth in Section 5.8 of my Tennant Employee
Agreement.  (If no inventions are listed below, none are claimed by
Employee.)

       

      


       

      


       

      


       

      
        
          	 	 	 	 
	 	 	 	 	 
	
                   Date:

                	
                   

                	
                   

                	 	 
	 	 	 	Signature	 
	 	 	 	 	 
	 	 	 	 	 


        

      

      



      
        
          
             

          

           


        

        
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      EXHIBIT
B TO

      EXECUTIVE
EMPLOYMENT AGREEMENT

      


      TENNANT
COMPANY

      MANAGEMENT
AGREEMENT

      


      THIS MANAGEMENT AGREEMENT (this
“Agreement”) is entered into on ______ __] 2008 by and between Tennant Company,
a Minnesota corporation (the “Company”), and [NAME], a resident of
Minnesota (“Executive”).

      


      Recitals

      


      A.           Executive
is a key member of the management of the Company and is expected to devote
substantial skill and effort to the affairs of the Company, and the Company
desires to recognize the significant personal contribution that Executive makes
and is expected to continue to make to further the best interests of the Company
and its shareholders.

      


      B.           It
is desirable and in the best interests of the Company and its shareholders to
continue to obtain the benefits of Executive’s services and attention to the
affairs of the Company.

      


      C.           It
is desirable and in the best interests of the Company and its shareholders to
provide inducement for Executive (A) to remain in the service of the Company in
the event of any proposed or anticipated change in control of the Company and
(B) to remain in the service of the Company in order to facilitate an orderly
transition in the event of a change in control of the Company.

      


      D.           It
is desirable and in the best interests of the Company and its shareholders that
Executive be in a position to make judgments and advise the Company with respect
to proposed changes in control of the Company without regard to the possibility
that Executive’s employment may be terminated without compensation in the event
of certain changes in control of the Company.

      


      NOW, THEREFORE, in consideration of the
foregoing premises and the respective agreements of the Company and Executive
set forth below, the Company and Executive, intending to be legally bound, agree
as follows:

      


      1.           Application of
Agreement.  No amounts or benefits shall be payable or provided
for pursuant to this Agreement unless a Change in Control shall occur during the
Term of this Agreement.

      


      2.           Involuntary Termination of
Employment.  If Executive’s employment terminates by reason of
an Involuntary Termination by the Company without Cause, or due to Executive’s
resignation for Good Reason, upon or after the First Change in Control and prior
to the end of the Transition Period, the Company shall provide to 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Executive
the benefits set forth in Sections 2(a) through 2(c) below, subject to the
limitations and conditions in Section 2(d) and Section 4:

      


      
        	
                 
      

              	
                (a)

              	
                Lump Sum
      Severance.  The Company (or its Successor) shall pay to
      Executive a lump sum a cash payment equal to three (3) times Executive’s
      Average Annual Compensation, less
$1.00.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                STIP.  If
      the Termination Date is any day other than the last day of the STIP plan
      year, the Company (or its Successor) shall pay to Executive a pro rata
      portion of the award (based on the number of days in the STIP plan year
      occurring on or before, and after, the Termination Date) that would have
      been payable to Executive under the STIP for such plan year had all
      performance targets been met and Executive remained employed by the
      Company until the end of the Plan
Year.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Benefits
      Continuation.  If Executive (and/or Executive’s covered
      dependents) is eligible for and properly elects under COBRA to continue
      group medical, group dental and/or basic group life insurance coverage, as
      in place immediately prior to the Termination Date, the Company (or its
      Successor) shall continue to pay the Company’s (Successor’s) portion of
      any such premiums or costs of coverage for up to 18 months following the
      Termination Date.  The Company will stop paying its portion of
      the medical, dental and/or life insurance premiums, as applicable, prior
      to the end of the 18-month period if Executive (and Executive’s
      dependents) is no longer eligible for COBRA coverage or fails to timely
      pay the employee portion of such
premiums.

              


      

      


      All such
Company-provided medical and/or dental premiums, or costs of coverage, shall be
paid by the Company directly to the insurance carrier or other provider no later
than the date(s) such premiums are due for the coverage provided.  To
the extent that coverage is provided under this Section 2(c) during the period
of time during which Executive would otherwise be entitled to continuation
coverage under COBRA, the parties intend such coverage to be excluded from
deferred compensation by application of Treas. Reg. § 1.409A-1(a) and
§ 1.409A-1(b)(9)(v).

      


      
        	
                 
      

              	
                (d)

              	
                Timing.  The
      amounts payable pursuant to Sections 2(a) and (b) above shall be paid to
      Executive no later than 2 1/2 months after the Termination Date; provided,
      however, that if Executive’s Termination Date occurs after the First
      Change in Control and during the Transition Period, but before the
      occurrence of a Change in Control described in clause (i) through (iv) of
      Section 5(d), then the amounts payable pursuant to Sections 2(a) and (b)
      above shall be paid to Executive no later than 2 1/2 months after the
      occurrence of the Change in Control described in clause (i) through (iv)
      of Section 5(d) (subject to any applicable offsets under Section
      4(c)).

              


      

      


      
        
          
          

        

        
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      3.           Other
Terminations. If Executive’s
employment terminates during the Term upon or after the First Change in Control
and prior to the end of the Transition Period, and if Section 2 does not apply
and the termination is other than by the Company for Cause, then Executive shall
be entitled to the following, as applicable, subject to the limitations and
conditions in Section 4:

      


      (a)            Termination During Window
Period.  If Executive remains employed by the Company (or its
Successor) on the first day of the Window Period following the First Change in
Control, and if Executive’s termination of employment is due to Executive’s
resignation with the Termination Date occurring during the Window Period, and
such resignation is not for Good Reason, then the Company (or its Successor)
shall pay to Executive the benefits provided in Section 2 and subject to the
terms and conditions specified therein, except as provided below:

      


      (i)           The
cash payment in Section 2(a) will equal one (1) times Executive’s Average Annual
Compensation, less $1.00;

      


      (ii)           The
benefits continuation in Section 2(c) will continue for twelve (12) months or
until such earlier date as Executive’s (and Executive’s covered dependents’)
COBRA coverage ends or Executive fails to timely pay the employee portion of
such premiums; and

      


      (ii)           
All amounts payable pursuant to Section 3(a)(i) shall be paid to Executive no
later than 2 1/2 months after the first day of the Window Period.

      


      (b)            Death or
Disability.  If Executive’s termination of employment is due to
Executive’s death or Disability, and Executive is not otherwise entitled to any
benefits under Section 2 or 3 above, the Company shall pay to Executive (or
Executive’s legal representative), in accordance with the Company’s regular
payroll practices, Executive’s then-current base salary through and including
the last day of the month in which the Termination Date occurs.

      


      4.           Withholding of Taxes, Other
Limitations.

      


      (a)           Taxes.  All
payments to Executive hereunder are subject to withholding of income and
employment taxes and all other amounts required by law.  Executive
shall be solely responsible for the payment of all taxes due and owing with
respect to wages, benefits, and other compensation provided to him
hereunder.

      


      (b)           Termination
Notice.  Any notice of termination for Cause or Good Reason
shall, as applicable, specify whether such termination by the Company is with or
without Cause, or resignation by Executive is with or without Good Reason, and,
if with Cause or Good Reason, shall set forth in reasonable detail the basis
therefor.  Upon Termination of Employment, Executive shall, in
addition to any other amounts owing under this Agreement, receive any Base
Salary, earned and unused vacation time, and 

      
        
          
          

        

        
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      STIP for
the preceding year, to the extent such amounts are earned but unpaid as of the
Termination Date, in accordance with the Company’s payroll practices and any
applicable plans or programs.

      


      (c)           Offsets.  Notwithstanding
any other provision of this Agreement, the payments and benefits required by
Section 2 shall be reduced by any severance pay or benefits that Executive is
eligible to receive from the Company, its subsidiaries or its successors under
any policy, plan or agreement of the Company, other than this Agreement, in the
event of the Company’s termination of Executive’s employment with the Company,
including without limitation the Executive Employment Agreement or any other
employment or severance agreement entered into between Executive and the
Company.

      


      (d)           Release
Requirement.  Notwithstanding any other provision of this
Agreement, the Company shall not be obligated to make any payments to Executive
under Sections 2 or 3 hereof unless Executive shall have signed a release of
claims in favor of the Company in a form to be prescribed by the Company, all
applicable consideration periods and rescission periods provided by law shall
have expired and Executive is in compliance as of the dates of the payments with
the terms of this Agreement, the Executive Agreement between Executive and the
Company, and the Employee Agreement entered into by Executive and the Company
dated [September 15, 2003
(insert date of prior agreement)].

      


      (e)           Code Section
280G.  Notwithstanding any provision to the contrary contained
herein except the last sentence of this Section 4(e), if the cash payments due
and the other benefits to which Executive shall become entitled under this
Agreement, either alone or together with other payments made pursuant to this
Agreement or any other agreement between Executive and the Company or any
compensation plan or program that are in the nature of compensation to Executive
and are contingent on a change in the ownership or effective control of the
Company or in the ownership of a substantial portion of the assets of the
Company or otherwise, would constitute a “parachute payment” as defined in Code
§ 280G (or any successor provision thereto), such lump sum payment and/or
such other benefits and payments shall be reduced (but not below zero) to the
largest aggregate amount as will result in no portion thereof being subject to
the excise tax imposed under Code § 4999 (or any successor provision thereto) or
being non-deductible to the Company for Federal Income Tax purposes pursuant to
Code § 280G (or any successor provision thereto).  Within ten days
after the Company informs Executive of the necessity of reducing the payments or
benefits to avoid the excise tax or non-deductibility or promptly after
Executive otherwise becomes aware of the necessity of such a reduction,
Executive in good faith shall determine the amount of any reduction to be made
pursuant to this Section 4(e) and shall select from among the foregoing benefits
and payments (selecting first from among amounts other than those that
constitute deferred compensation pursuant to Section 409A) those which shall be
reduced. No modification of, or successor provision to, Code § 280G or § 4999
subsequent to the date of this Agreement shall, however, reduce the benefits to
which Executive would be entitled under this Agreement in the 

      
        
          
          

        

        
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      absence
of this Section 4(e) to a greater extent than they would have been reduced if
Code § 280G and § 4999 had not been modified or superseded subsequent to the
date of this Agreement, notwithstanding anything to the contrary provided in the
first sentence of this Section 4(e).

      


      (f)           Code Section
409A.   This Agreement is intended to satisfy, or be
exempt from, the requirements of Section 409A(a)(2), (3)  and (4) of
the Code, including current and future guidance and regulations interpreting
such provisions, and should be interpreted accordingly.

      


      5.           Definitions. When used in this
Agreement with initial capitalized letters, the following terms have the
meanings indicated below, unless context requires otherwise:

      


      (a)            Average Annual
Compensation.  “Average Annual Compensation” means the average
of the annual compensation payable by the Company to Executive and includible in
the gross income for Federal Income Tax purposes of Executive during the shorter
of:

      


      (i)            The
most recent five (5) completed taxable years of Executive ending before the
First Change in Control, or

      


      (ii)            That
portion of such five-year period during which Executive was employed by the
Company (with partial year compensation annualized before determining average
annual compensation for that period in accordance with the regulations
promulgated under Code § 280G, or successor thereto).

      


      (b)            Board.  “Board”
means the Board of Directors of the Company.

      


      (c)           Cause.  “Cause”
means:

      


      (i)           persistent
failure by Executive to perform the duties of Executive’s employment, which
failure is demonstrably willful and deliberate on the part of Executive and
constitutes gross neglect of duties by Executive and which is not remedied
within 90 days after receipt of written notice thereof; or

      


      (ii)           the
indictment or conviction of Executive for a felony if the act or acts
constituting the felony are substantially detrimental to the Company or its
reputation.

      


      (d)           Change in
Control.  “Change in Control” means one of the
following:

      


      (i)           a
majority of the directors of the Company shall be persons other than
persons

      


      
        
          
          

        

        
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      (A)           for
whose election proxies shall have been solicited by the Board of Directors of
the Company, or

      


      (B)           who
are then serving as directors appointed by the Board of Directors to fill
vacancies on the Board of Directors caused by death or resignation (but not by
removal) or to fill newly created directorships;

      


      (ii)           35%
or more of (1) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors (“Outstanding Company Voting Securities”) or (2) the then outstanding
shares of common stock of the Company (“Outstanding Company Common Stock”) is
acquired or beneficially owned (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended, or any successor rule thereto (the “Exchange
Act”)) by any individual, entity or group (within the meaning of Section 13d(3)
or 14(d)(2) of the Exchange Act), provided, however, that the following
acquisitions and beneficial ownership shall not constitute Changes in Control
pursuant to this Section 5(d)(ii):

      


      (A)           any
acquisition or beneficial ownership by the Company or a subsidiary of the
Company, or

      


      (B)           any
acquisition or beneficial ownership by any employee benefit plan (or related
trust) sponsored or maintained by the Company or one or more of its
subsidiaries, or

      


      (C)           any
acquisition or beneficial ownership by Executive or any group that includes
Executive, or

      


      (D)           any
acquisition or beneficial ownership by a parent entity of the Company (after
giving effect to the merger or statutory share exchange) or its wholly-owned
subsidiaries, as long as they shall remain wholly-owned subsidiaries, directly
or indirectly of 100% of the Outstanding Company Voting Securities as a result
of a merger or statutory share exchange that complies with Section
5(d)(iii)(A)(1), (2) and (3) or the exception in Section 5(d)(iii)(B) in all
respects;

      


      (iii)           the
Company consummates

      


      
        	
                 
      

              	
                (A)

              	
                a
      merger of the Company with or into another entity, other than a merger in
      which:

              


      

      


      
        
          
          

        

        
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                (1)

              	
                the
      persons who were the beneficial owners, respectively, of the Outstanding
      Company Voting Securities and Outstanding Company Common Stock immediately
      prior to such merger beneficially own, directly or indirectly, immediately
      after the merger, more than 50% of, respectively, the then outstanding
      common stock and the then outstanding voting power of the voting
      securities (or comparable equity interests) of the surviving entity in the
      merger or its direct or indirect parent entity in substantially the same
      proportions (except for those exercising statutory dissenters rights) as
      their ownership of the Outstanding Company Voting Securities and
      Outstanding Company Common Stock immediately prior to the
      merger,

              


      

      


      
        	
                 
      

              	
                (2)

              	
                if
      voting securities of the direct or indirect parent entity of the Company
      (after giving effect to the merger) are exchanged for Outstanding Company
      Voting Securities in the merger, all holders of any class or series of
      Outstanding Company Voting Securities immediately prior to the merger have
      the right to receive substantially the same per share consideration in
      exchange for their Outstanding Company Voting Securities as all other
      holders of such class or series (except for those exercising statutory
      dissenters rights), and

              


      

      


      
        	
                 
      

              	
                (3)

              	
                no
      individual, entity or group (other than a direct or indirect, parent
      entity that, after giving effect to the merger, directly or indirectly
      through one or more wholly owned subsidiaries, beneficially owns 100% of
      the outstanding voting securities of the entity resulting from the merger)
      beneficially owns, directly or indirectly, immediately after the merger,
      35% or more of the voting power of the outstanding voting securities or
      the outstanding common stock of the entity (or comparable equity
      interests) resulting from the
merger.

              


      

      


      
        	
                 
      

              	
                (B)

              	
                an
      exchange, pursuant to a statutory exchange of Outstanding Company Voting
      Securities held by shareholders of the Company immediately prior to the
      exchange, of shares of one or more classes or series of Outstanding
      Company Voting Securities for cash, securities or other property, except
      for voting securities of a direct or


              


      

       

      
        
          
          

        

        
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        	 	 	 indirect
      parent entity of the Company (after giving effect to the statutory share
      exchange) owning directly, or indirectly through wholly-owned
      subsidiaries, both beneficially and of record 100% of the Outstanding
      Company Voting Securities immediately after the statutory share exchange
      if (1) the persons who were the beneficial owners, respectively, of the
      Outstanding Company Voting Securities and the Outstanding Common Stock of
      the Company immediately before such statutory share exchange own, directly
      or indirectly, immediately after the statutory share exchange more than
      50% of, respectively, the voting power of the then outstanding voting
      securities and the then outstanding common stock (or comparable equity
      interests) of such parent entity, and (2) all holders of any class or
      series of Outstanding Company Voting Securities immediately prior to the
      statutory share exchange have the right to receive substantially the same
      per share consideration in exchange for their Outstanding Company Voting
      Securities as all other holders of such class or series (except for those
      exercising statutory dissenters’ rights),


      

      


      
        	
                 
      

              	
                (C)

              	
                a
      sale or other disposition of all of substantially all of the assets of the
      Company (in one transaction or a series of
  transactions),

              


      

      


      unless a
majority of the voting power of voting stock (or the voting equity interest) of
the surviving entity or its parent entity or of any entity acquiring all or
substantially all of the assets of the Company (in the case of a merger,
consolidation or disposition of assets) or the Company or its parent entity (in
the case of a statutory share exchange) is, immediately following the merger,
consolidation, statutory share exchange or disposition of assets, beneficially
owned by the Executive or a group of persons, including the Executive, acting in
concert;

      


      (iv)           the
shareholders of the Company approve a definitive agreement or plan to liquidate
or dissolve the Company; or

      


      (v)           (A)           the
Company enters into an agreement in principle or a definitive agreement relating
to a Change in Control described in clause (i), (ii) or (iii) above which
ultimately results in such a Change in Control described in clause (i), (ii) or
(iii) hereof,

      


      (B)           a
tender or exchange offer or proxy contest is commenced which ultimately results
in a Change in Control described in clause (i) or (ii) hereof, or

      


      
        
          
          

        

        
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      (C) there shall be an involuntary
termination of employment of Executive or a termination by the Executive of
employment for Good Reason prior to an event that would otherwise constitute a
Change in Control, and Executive reasonably demonstrates that such event (x) was
requested by a third party that has previously taken other steps reasonably
calculated to result in a Change in Control described in clause (i), (ii) or
(iii) hereof and which ultimately results in a Change in Control described in
clause (i), (ii) or (iii) hereof or (y) otherwise arose in connection with or in
anticipation of a Change in Control described in clause (i), (ii), (iii) or (iv)
above that ultimately occurs.

      


      (e)            COBRA.  “COBRA”
means the benefit continuation provisions under the Consolidated Omnibus Budget
Reconciliation Act of 1986.  For purposes of this Agreement, COBRA is
deemed to include the group term life insurance continuation requirements under
Minnesota law.

      


      (f)           Code.  “Code”
means the Internal Revenue Code of 1986, as amended.

      


      (g)            Disability.  “Disability”
means a continuing condition of Executive that has been determined to meet the
criteria set forth in the Company’s Long Term Disability Plan, or similar
successor plan, to render Executive eligible for long-term disability benefits
under said plan, whether or not Executive is in fact covered by such
plan.  The determination shall be made by the insurer of the plan or,
if Executive is not covered by the plan, by the Company in its sole
discretion.

      


      (h)           First Change in
Control.  “First Change in Control” means the occurrence of the
earliest Change in Control to occur during the Term.

      


      (i)           Good
Reason.  “Good Reason” means any of the following actions by
the Company without Executive’s written consent, provided that Executive first
gives written notice within 30 days after the action first occurs and the
Company fails to cure its actions within 90 days thereafter:

      


      (i)           the
Company’s material breach of this Agreement or the Executive
Agreement;

      


      (ii)           the
assignment to Executive of duties and responsibilities that are substantially
inconsistent with, or materially diminish, Executive’s position with the Company
as in effect immediately prior to the First Change in Control, other than for
Cause or on account of Disability;

      


      (iii)           Executive’s
duties, responsibilities, authority or compensation are materially diminished as
compared with Executive’s duties, responsibilities, authority or compensation as
in effect immediately prior to the First Change in Control, other than for Cause
or on account of Disability;

      


      
        
          
          

        

        
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      (iv)           the
Company fails to obtain assumption of this Agreement by any Successor as
contemplated by Section 6;

      


      (v)           the
Company requires Executive to relocate to any place other than a location within
twenty-five (25) miles of the location at which Executive performed duties
immediately prior to the First Change in Control or, if Executive performed such
duties at the Company’s principal executive offices, the Company relocates its
principal executive offices to any location other than a location within
twenty-five (25) miles of the location of the principal executive offices
immediately prior to the First Change in Control; or

      


      (vi)           the
Company requires that Executive travel on Company business to a substantially
greater extent than required immediately prior to the First Change in
Control.

      


      Notwithstanding
the foregoing, Good Reason shall not exist if the Company’s action is isolated,
insubstantial or inadvertent and such action is not taken in bad
faith.

      


      (j)            Involuntary
Termination.  “Involuntary Termination” means a termination of
employment instigated by the Company without the consent or agreement of
Executive, or which is otherwise considered an involuntary separation from
service under Code § 409A or guidance thereunder.

      


      (k)            STIP.  “STIP”
means the Company’s Short-Term Incentive Plan, as amended, or any successor
plan.

      


      (l)            Successor.  “Successor”
means any person or entity acquiring directly or indirectly a majority of the
Outstanding Company Voting Securities (by purchase, merger, consolidation or
otherwise) or all or substantially all of the assets of the
Company.

      


      (m)            Term.  “Term”
has the meaning set forth in Section 14 of this Agreement.

      


      (n)            Termination
Date.  “Termination Date” means the date on which Executive’s
termination of employment by the Company is effective.  For purposes
of payments of benefits under Sections 2 and 3, the Termination Date shall mean
the date on which a “separation from service” has occurred for purposes of Code
§ 409A and the guidance thereunder.

      


      (o)            Transition
Period.  “Transition Period” means the three-year period
commencing on the date of the earliest to occur of a Change in Control described
in clause (i) through (iv) of Section 5(d) and ending on the third
anniversary of such date.

      


      
        
          
          

        

        
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      (p)            Window
Period.  “Window Period” means the thirty-day period
immediately following the first anniversary of the First Change in Control that
is a Change in Control described in clause (i) through (iv) of Section
5(d).

      


      6.           Successors and
Assigns.

      


      (a)           This
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.

       

      


      (b)           The
Company will require any Successor, by agreement in form and substance
satisfactory to Executive, to assume expressly 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 had taken place. Failure of the
Company to obtain such agreement prior to the effectiveness of any such
succession (other than in the case of a merger or consolidation) shall be a
breach of this Agreement and shall entitle Executive to compensation from the
Company in the same amount and on the same terms as Executive would be entitled
hereunder if Executive had otherwise terminated Executive’s employment for Good
Reason, except that for purposes of implementing the foregoing, the date on
which any such succession becomes effective shall be deemed the Termination
Date. As used in this Agreement, “Company” shall mean the Company as
hereinbefore defined and any Successor that is required to execute and deliver
the agreement provided for in this Section 6(b) or that otherwise becomes
bound by all the terms and provisions of this Agreement by operation of
law.

      


      7.           Separate
Representation.  Executive hereby acknowledges that he has
sought and received independent advice from counsel of his own selection in
connection with this Agreement and has not relied to any extent on any officer,
director or shareholder of, or counsel to, the Company in deciding to enter into
this Agreement.

      


      8.           Governing Law;
Jurisdiction.  All matters relating to the interpretation,
construction, application, validity and enforcement of this Agreement shall be
governed by the laws of the State of Minnesota without giving effect to any
choice or conflict of law provision or rule, whether of the State of Minnesota
or any other jurisdiction, that would cause the application of laws of any
jurisdiction other than the State of Minnesota.  Executive and the
Company consent to jurisdiction of the courts of the State of Minnesota and/or
the federal district courts, District of Minnesota, for the purpose of resolving
all issues of law, equity, or fact arising out of or in connection with this
Agreement.  Any action involving claims of a breach of this Agreement
shall be brought in such courts.  Each party consents to personal
jurisdiction over such party in the state and/or federal courts of Minnesota and
hereby waives any defense of lack of personal jurisdiction.  Venue,
for the purpose of all such suits, shall be in Hennepin County, State of
Minnesota.

      


      
        
          
          

        

        
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      9.           Specific
Performance.  Each of the parties acknowledges and agrees that
the other party would be damaged irreparably in the event any of the covenants
contained in this Agreement are not performed in accordance with their specific
terms or otherwise are breached.  Accordingly, each of the parties
agrees that the other party shall be entitled to an injunction or injunctions to
prevent breaches of such covenants and to enforce specifically such covenants in
any action instituted before a proper forum in addition to any other remedy to
which such other party may be entitled under this Agreement or at law or in
equity.

      


      10.           Notices.  All
notices hereunder shall be delivered by hand or sent by registered or certified
mail, return receipt requested, postage prepaid, to the party to receive the
same at the address set forth with the signature of such party hereto or at such
other address as may have been furnished to the sender by notice
hereunder.

      


      11.           Counterparts.  This
Agreement may be executed in counterparts, each of which when so executed shall
be deemed to be an original, and such counterparts shall together constitute but
one and the same instrument.

      


      12.           Amendments and
Waivers.  No provision hereof may be altered, amended,
modified, waived or discharged in any way whatsoever except by written agreement
executed by both parties.  No delay or failure of either party to
insist, in any one or more instances, upon performance of any of the terms and
conditions of this Agreement or to exercise any rights or remedies hereunder
shall constitute a waiver or a relinquishment of such rights or remedies or any
other rights or remedies hereunder.

      


      13.           Severability;
Severance. In the event that any portion of this Agreement is held to be
invalid or unenforceable for any reason, it is hereby agreed that such
invalidity or unenforceability shall not affect the other portions of this
Agreement and that the remaining covenants, terms and conditions or portions
hereof shall remain in full force and effect, and any court of competent
jurisdiction or arbitrator, as the case may be, may so modify the objectionable
provision as to make it valid, reasonable and enforceable.

      


      14.           Term. This Agreement
shall commence on the date of this Agreement and shall terminate, and the term
of this Agreement (the “Term”) shall end, on (A) December 31, 2010,
provided that such period shall be automatically extended for one year, and from
year to year thereafter, until written notice of termination of this Agreement
is given by the Company or Executive to the other party hereto at least 60 days
prior to December 31, 2010 or the extension year then in effect, or (B) if
the first day of the Transition Period occurs prior to December 31, 2010
(or prior to the end of the extension year then in effect), the third
anniversary of the first day of the Transition Period.

      



      
        
          
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      IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed on the date and year first above
written.

      


      EXECUTIVE                                                                                     TENNANT
COMPANY

      


      


      


      Name: [NAME]                                                                           Name:  [NAME]

      


      Address:                      [ADDRESS]                                                                Title:  
                       [TITLE]


      
        
          
             

          

           


        

        
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