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$LNN
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10-Q
Jan 8, 4:10 PM ET
LINDSAY CORP 10-Q
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Contents
37
1. Purpose
2. Definitions
A. “Company” shall mean Lindsay Corporation.
B. “Committee” shall mean the Human Resources and Compensation Committee of the Company’s Board of Directors.
C. “Financial Performance Component” shall mean the portion of a Participant’s Plan award that is based on the Company’s and specific Market financial performance as defined in Section 7B.
D. "Named Executive Officers" shall mean the executives of the Company listed in the Executive Compensation section of the Company’s Proxy Statement, other executive officers of the Company for SEC reporting purposes and any other elected officers.
E. “Participant” shall mean a key employee eligible for awards under the terms outlined in Section 4 of this Plan.
F. “Plan” shall mean the Lindsay Corporation Management Incentive Plan.
G. “Strategic Goal Performance Component” shall mean the portion of a Participant’s Plan award that is based on a Participant’s or the Company’s performance relative to certain individual objectives or strategic goals established in accordance with Section 7C.
3. Effective Date
4. Eligibility for Participation
A. Participation in the Plan is limited to individuals in positions which have significant responsibility for and impact on the Company’s corporate performance.
B. Only the Named Executive Officers are eligible to be considered for participation in the Plan.
C. Participation in the Plan does not guarantee or entitle any employee to participate in any bonus plan enacted in the future. Participation in the Plan at any target bonus level does not guarantee or entitle any employee to be eligible to participate at any similar target bonus level in any bonus plan which may be enacted in the future.
5. Enrollment in the Plan
B. Mid-year Enrollment
6. Determination of Target Payout Levels
B. If a Participant’s Plan target award opportunity (Target % of Salary as set forth above) changes due to promotion into a grade level with a higher target bonus, the Participant’s bonus will be calculated based on his or her annual salary during the Plan year and a pro-rated bonus award. The pro-rated bonus award will reflect the portion of the Plan year spent in each grade level (e.g., 26 weeks at 40% and 26 weeks at 50%). In evaluating the performance of Participants who change positions during the Plan year, consideration will be given to the length of time and results in each position. Actual award decisions will be made by the CEO or, in the case of a Named Executive Officer, by the Committee. Generally, fourth quarter promotions will not result in an increase in a Participant’s target award opportunity.
C. Examples of various award calculations are included with this Plan document as Attachment A.
D. The Committee will determine the award payments to the Named Executive Officers.
E. Award payments will be calculated on an annual basis and paid in accordance with the Company’s normal payroll cycle. Payments will be made within 75 days following the Plan year. The payment date may be changed at any time and for any reason at the discretion of the CEO, or in the case of a Named Executive Officer, with approval of the Committee, but may not be later than March 15 following the end of the Plan year for which the award is paid.
7. Basis of Awards
A. Measurable performance objectives for each Plan Participant will be established at the beginning of the Plan year (or at mid-year for mid-year hires or newly eligible
employees). For the 2026 bonus year, consideration will be given to:
B. At the beginning of the Plan year, the objectives for the Financial Performance Component are identified and approved by the Committee and are set forth on Exhibit B.
C. At the beginning of the Plan year, the objectives for the Strategic Goal Performance Component are identified and approved by the Committee and are set forth on Exhibit B.
8. Changes in Employment Status
A. Participants who cease to be employees of the Company during the Plan year will not be eligible to receive an award. Only active employees on the date that the bonus is paid will be eligible to receive an award. Any exceptions will require the approval of the CEO, or in the case of a Named Executive Officer, the Committee.
B. In the event that a Participant transfers out of an eligible position into an ineligible position within the Company, the employee may be eligible for a prorated bonus award based upon the approval of the CEO, or in the case of a Named Executive Officer, the Committee.
C. In all cases awards will be calculated and paid according to the provisions in Sections 6 and 7 of this Plan document.
9. Administration
A. General authority for Plan administration and responsibility for ongoing Plan administration will rest with the Committee of the Company’s Board of Directors. The Committee has sole authority for decisions regarding interpretation of the terms of this Plan.
B. The Company reserves the right to amend or change the Plan in whole or in part at any time during the Plan year. Amendments to the Plan require the approval of the Committee.
C. Participation in the Plan does not constitute a contract of employment nor a contractual agreement of payment. It shall not affect the right of the Company to discharge, transfer, or change the position of a Participant. The Plan shall not be construed to limit or prevent the Company from adopting or changing, from time to time, any rules, standards or procedures affecting the Participant’s employment with the Company or any Company affiliate, including those which affect bonus payouts.
D. Any payments made under this Plan shall be subject to the repayment and clawback provisions of the Lindsay Corporation Policy for the Recovery of Erroneously Awarded Compensation and the Lindsay Corporation Supplemental Compensation Recovery Policy, as applicable.
E. If any provision of this Plan is found to be illegal, invalid or unenforceable under present or future laws, that provision shall be severed from the Plan. If such a provision is severed, this Plan shall be construed and enforced as if the severed provision had never been part of it and the remaining provisions of this Plan shall remain in full force and effect and shall not be affected by the severed provisions or by its severance from this Plan. In place of any severed provision there shall be added automatically as part of this Plan a provision as similar in terms to the severed provision as may be possible and be legal, valid and enforceable.
F. This is not an ERISA plan. This is a bonus program.