LINDSAY CORP (Form: 10-Q, Received: 01/06/2012 16:00:00)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if smaller reporting company)

Smaller reporting company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2011

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-13419

Lindsay Corporation

(Exact name of registrant as specified in its charter)


Delaware		47-0554096
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2222 N. 111th Street, Omaha, Nebraska		68164
(Address of principal executive offices)		(Zip Code)

402-829-6800

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of January 2, 2012, 12,699,038 shares of the registrant’s common stock were outstanding.

Lindsay Corporation

INDEX FORM 10-Q

		September 30,
	Page No.

Part I – FINANCIAL INFORMATION

ITEM 1 – *Financial Statements*

Condensed Consolidated Statements of Operations for the three months ended November 30, 2011 and 2010		3

Condensed Consolidated Balance Sheets as of November 30, 2011 and 2010 and August 31, 2011		4

Condensed Consolidated Statements of Cash Flows for the three months ended November 30, 2011 and 2010		5

Notes to Condensed Consolidated Financial Statements		6-15

ITEM 2 - *Management’s Discussion and Analysis of Financial Condition and Results of Operations*		16-22

ITEM 3 - *Quantitative and Qualitative Disclosures about Market Risk*		23

ITEM 4 - *Controls and Procedures*		23

Part II – OTHER INFORMATION

ITEM 1 - *Legal Proceedings*		24

ITEM 1A - *Risk Factors*		25

ITEM 2 - *Unregistered Sales of Equity Securities and Use of Proceeds*		25

ITEM 6 - *Exhibits*		25

SIGNATURES		26

Part I – FINANCIAL INFORMATION

ITEM 1 – Financial Statements

Lindsay Corporation and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

		September 30,			September 30,
	Three months ended
	November 30,
($ in thousands, except per share amounts)	2011			2010

Operating revenues	$	119,205		$	89,166
Cost of operating revenues		88,957			64,943

Gross profit		30,248			24,223


Operating expenses:
Selling expense		6,944			7,018
General and administrative expense		8,940			7,318
Engineering and research expense		2,056			2,564
Environmental remediation expense		7,225			713

Total operating expenses		25,165			17,613


Operating income		5,083			6,610

Other income (expense):
Interest expense		(143	)		(186	)
Interest income		96			42
Other income (expense), net		(595	)		111


Earnings before income taxes		4,441			6,577

Income tax provision		1,520			2,291


Net earnings	$	2,921		$	4,286


Basic net earnings per share	$	0.23		$	0.34


Diluted net earnings per share	$	0.23		$	0.34


Weighted average shares outstanding		12,682			12,502
Diluted effect of stock equivalents		82			142

Weighted average shares outstanding assuming dilution		12,764			12,644


Cash dividends per share	$	0.090		$	0.085

The accompanying notes are an integral part of the condensed consolidated financial statements.

Lindsay Corporation and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS

		September 30,			September 30,			September 30,
	(Unaudited)			(Unaudited)
	November 30,			November 30,			August 31,
($ and shares in thousands, except par values)	2011			2010			2011
ASSETS
Current Assets:
Cash and cash equivalents	$	108,731		$	80,535		$	108,167
Receivables, net of allowances of $2,171, $2,187 and $2,340, respectively		76,671			60,000			79,006
Inventories, net		57,646			53,147			49,524
Deferred income taxes		8,980			5,740			8,598
Other current assets		11,787			8,540			12,398

Total current assets		263,815			207,962			257,693

Property, plant and equipment, net		56,975			56,794			58,465
Other intangible assets, net		27,494			28,078			28,639
Goodwill		30,390			28,123			30,943
Other noncurrent assets		5,408			4,809			5,404

Total assets	$	384,082		$	325,766		$	381,144


LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	39,955		$	33,316		$	32,153
Current portion of long-term debt		4,286			4,286			4,286
Other current liabilities		38,072			25,922			42,880

Total current liabilities		82,313			63,524			79,319

Pension benefits liabilities		6,173			6,344			6,231
Long-term debt		3,214			7,500			4,285
Deferred income taxes		10,433			11,461			12,550
Other noncurrent liabilities		8,128			1,994			3,094

Total liabilities		110,261			90,823			105,479


Shareholders’ equity:
Preferred stock, ($1 par value, 2,000 shares authorized, no shares issued and outstanding)		—			—			—
Common stock, ($1 par value, 25,000 shares authorized, 18,397, 18,242 and 18,374 shares issued at November 30, 2011 and 2010 and August 31, 2011, respectively)		18,397			18,242			18,374
Capital in excess of stated value		39,446			31,942			39,058
Retained earnings		304,510			273,494			302,732
Less treasury stock (at cost, 5,698 shares)		(90,961	)		(90,961	)		(90,961	)
Accumulated other comprehensive income, net		2,429			2,226			6,462

Total shareholders’ equity		273,821			234,943			275,665

Total liabilities and shareholders’ equity	$	384,082		$	325,766		$	381,144

The accompanying notes are an integral part of the condensed consolidated financial statements.

Lindsay Corporation and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

		September 30,			September 30,
	Three Months Ended November 30,
($ in thousands)	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	2,921		$	4,286
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		3,125			2,926
Provision for uncollectible accounts receivable		47			21
Deferred income taxes		(2,596	)		(78	)
Share-based compensation expense		898			933
Other, net		1,014			(114	)
Changes in assets and liabilities:
Receivables		162			4,429
Inventories		(9,565	)		(7,134	)
Other current assets		(928	)		483
Accounts payable		8,775			6,550
Other current liabilities		(6,399	)		(8,350	)
Current taxes payable		3,553			(812	)
Other noncurrent assets and liabilities		5,200			(967	)

Net cash provided by operating activities		6,207			2,173


CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(2,632	)		(1,484	)
Proceeds from sale of property, plant and equipment		—			43
Acquisition of business, net of cash acquired		—			(1,279	)
Proceeds (payment) for settlement of net investment hedge		476			(734	)

Net cash used in investing activities		(2,156	)		(3,454	)


CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock under share-based compensation plans		(579	)		(187	)
Principal payments on long-term debt		(1,071	)		(1,071	)
Excess tax benefits from share-based compensation		135			609
Dividends paid		(1,143	)		(1,064	)

Net cash used in financing activities		(2,658	)		(1,713	)


Effect of exchange rate changes on cash		(829	)		111

Net increase (decrease) in cash and cash equivalents		564			(2,883	)
Cash and cash equivalents, beginning of period		108,167			83,418

Cash and cash equivalents, end of period	$	108,731		$	80,535

The accompanying notes are an integral part of the condensed consolidated financial statements.

Lindsay Corporation and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1) Condensed Consolidated Financial Statements

The condensed consolidated financial statements are presented in accordance with the rules and regulations of the Securities and Exchange Commission (SEC) and do not include all of the disclosures normally required by U.S. generally accepted accounting principles as contained in Lindsay Corporation’s (the “Company”) annual Form 10-K filing. Accordingly, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s latest annual report on Form 10-K for the fiscal year ended August 31, 2011.

In the opinion of management, the condensed consolidated financial statements of the Company reflect all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position and the results of operations and cash flows for the periods presented. The results for interim periods are not necessarily indicative of trends or results expected by the Company for a full year.

The condensed consolidated financial statements were prepared using accounting principles generally accepted in the United States. These principles require us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Actual results could differ from these estimates. Certain reclassifications have been made to prior financial statements and notes to conform to the current year presentation. These reclassifications were not material to the Company’s condensed consolidated financial statements.

(2) Net Earnings per Share

Basic net earnings per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net earnings per share is computed using the weighted-average number of common shares outstanding plus dilutive potential common shares outstanding during the period. Dilutive potential common shares consist of stock options and restricted stock units to the extent they are not anti-dilutive. Performance stock units are excluded from the calculation of dilutive potential common shares until the threshold performance conditions have been satisfied. At November 30, 2011, the threshold performance conditions for the Company’s outstanding performance stock units that were granted on November 12, 2009, November 1, 2010 and October 31, 2011 had not been satisfied, resulting in the exclusion of 89,374 performance stock units from the calculation of diluted net earnings per share.

Employee stock options, nonvested shares and similar equity instruments granted by the Company are treated as potential common share equivalents outstanding in computing diluted net earnings per share. The Company’s diluted common shares outstanding reported in each period includes the dilutive effect of restricted stock units, in-the-money options, and performance stock units for which threshold performance conditions have been satisfied and is calculated based on the average share price for each fiscal period using the treasury stock method. Under the treasury stock method, the amount the employee must pay for exercising stock options, the amount of compensation cost for future service that the Company has not yet recognized on share based awards, and the amount of excess tax benefits that would be recorded in additional paid-in capital when shares are issued and assumed to be used to repurchase shares.

There were 10,846 and 8,249 restricted stock units excluded from the calculation of diluted net earnings per share for the three months ended November 30, 2011 and 2010 since their inclusion would have been anti-dilutive. In addition, there were 12,364 stock options excluded from the calculation of diluted net earnings per share for the three months ended November 30, 2011 because they had an exercise price exceeding the average market price of the Company’s common shares during the period.

(3) Comprehensive Income (Loss)

The accumulated other comprehensive income, net, shown in the Company’s consolidated balance sheets includes the unrealized gain (loss) on cash flow hedges, changes in the transition obligation and net actuarial losses from the defined benefit pension plan, and the accumulated foreign currency translation adjustment, net of hedging activities. The following table shows the difference between the Company’s reported net earnings and its comprehensive income:

		September 30,			September 30,
	Three months ended
	November 30,
$ in thousands	2011			2010
Comprehensive income (loss):
Net earnings	$	2,921		$	4,286

Other comprehensive income (loss) ⁽¹⁾ :
Defined benefit pension plan, net of tax		26			25
Unrealized gain on cash flow hedges, net of tax		72			102
Foreign currency translation, net of hedging activities		(4,131	)		744

Total comprehensive income (loss)	$	(1,112	)	$	5,157

⁽¹⁾	Net of tax expense (benefit) of $139 and ($77) for the three months ended November 30, 2011 and 2010, respectively.

(4) Income Taxes

It is the Company’s policy to report income tax expense for interim periods using an estimated annual effective income tax rate. However, the tax effects of significant or unusual items are not considered in the estimated annual effective tax rate. The tax effects of such discrete events are recognized in the interim period in which the events occur.

The Company recorded income tax expense of $1.5 million and $2.3 million for the three months ended November 30, 2011 and 2010, respectively. The estimated effective tax rate used to calculate income tax expense before discrete items was 34.2 percent and 34.8 percent for the periods ended November 30, 2011 and 2010, respectively. The decrease in the estimated effective tax rate from November 2010 to November 2011 primarily relates to an increase in the domestic production activities deduction. For the three months ended November 30, 2011 and 2010, the Company recorded no discrete items.

(5) Inventories

Inventories are stated at the lower of cost or market. Cost is determined by the last-in, first-out (LIFO) method for the Company’s Lindsay, Nebraska inventory and two warehouses in Idaho and Texas. Cost is determined by the first-in, first-out (FIFO) method for inventory at the Company’s Omaha, Nebraska warehouse, and at operating locations in California, Wisconsin, China and Australia. Cost is determined by the weighted average cost method for inventory at the Company’s other operating locations in Washington State, France, Brazil, Italy, and South Africa. At all locations, the Company reserves for obsolete, slow moving, and excess inventory by estimating the net realizable value based on the potential future use of such inventory.

		September 30,			September 30,			September 30,
	November 30,			November 30,			August 31,
$ in thousands	2011			2010			2011
Inventory:
FIFO inventory	$	29,604		$	24,356		$	22,614
LIFO reserves		(7,178	)		(6,305	)		(7,178	)

LIFO inventory		22,426			18,051			15,436

Weighted average inventory		21,768			19,098			20,848
Other FIFO inventory		15,692			18,184			15,407
Obsolescence reserve		(2,240	)		(2,186	)		(2,167	)

Total inventories	$	57,646		$	53,147		$	49,524

The estimated percentage distribution between major classes of inventory before reserves is as follows:

		September 30,			September 30,			September 30,
	November 30,			November 30,			August 31,
	2011			2010			2011
Raw materials		17	%		13	%		14	%
Work in process		6	%		7	%		8	%
Finished goods and purchased parts		77	%		80	%		78	%

(6) Property, Plant and Equipment

Property, plant and equipment are stated at cost, net of accumulated depreciation and amortization, as follows:

		September 30,			September 30,			September 30,
	November 30,			November 30,			August 31,
$ in thousands	2011			2010			2011
Operating property, plant and equipment:
Land	$	2,587		$	2,777		$	2,859
Buildings		28,760			28,521			29,372
Equipment		72,242			67,226			71,942
Other		6,230			4,619			5,521

Total operating property, plant and equipment		109,819			103,143			109,694
Accumulated depreciation		(66,009	)		(60,249	)		(65,083	)

Total operating property, plant and equipment, net		43,810			42,894			44,611

Property held for lease:
Machines		3,903			3,852			3,907
Barriers		17,833			16,633			18,198

Total property held for lease		21,736			20,485			22,105
Accumulated depreciation		(8,571	)		(6,585	)		(8,251	)

Total property held for lease, net		13,165			13,900			13,854


Property, plant and equipment, net	$	56,975		$	56,794		$	58,465

Depreciation expense was $2.4 million and $2.2 million for the three months ended November 30, 2011 and 2010, respectively.

(7) Credit Arrangements

Euro Line of Credit

The Company’s wholly-owned European subsidiary, Lindsay Europe, has an unsecured revolving line of credit with Societe Generale, a European commercial bank, under which it could borrow for working capital purposes up to 2.3 million Euros, which equates to approximately USD $3.1 million as of November 30, 2011 (the “Euro Line of Credit”). There were no borrowings outstanding on this credit agreement at November 30, 2011 and 2010 and August 31, 2011. Under the terms of the Euro line of Credit, borrowings, if any, bear interest at a floating rate in effect from time to time designated by the commercial bank as Euro Interbank Offered Rate plus 110 basis points, (2.57 percent at November 30, 2011). Unpaid principal and interest is due by January 31, 2012, which is the termination date of the Euro Line of Credit.

BSI Term Note

The Company entered into an unsecured $30.0 million Term Note and Credit Agreement, effective June 1, 2006, with Wells Fargo Bank, N.A. (the “BSI Term Note”) to partially finance the acquisition of BSI. Borrowings under the BSI Term Note bear interest at a rate equal to LIBOR plus 50 basis points. The Company has fixed the rate at 6.05 percent through an interest rate swap as described in Note 8, Financial Derivatives . Principal is repaid quarterly in equal payments of $1.1 million over a seven-year period that began in September of 2006. The BSI Term Note is due June 10, 2013.

Revolving Credit Agreement

Borrowings under the Revolving Credit Agreement bear interest at a rate equal to LIBOR plus 105 basis points, subject to adjustment as set forth in the Revolving Credit Agreement as amended. Interest is paid on a monthly to quarterly basis depending on the loan type. The Company also pays an annual commitment fee of 0.25 percent on the unused portion of the Amended Revolving Credit Agreement. Unpaid principal and interest is due by January 23, 2014.

The BSI Term Note and the Revolving Credit Agreement (collectively, the “Notes”) each contain the same covenants, including certain covenants relating to the Company’s financial condition. These include maintaining a funded debt to EBITDA ratio, a fixed charge coverage ratio, a current ratio and a tangible net worth requirement (all as defined in the Notes) at specified levels. Upon the occurrence of any event of default of these covenants specified in the Notes, including a change in control of the Company (as defined in the Notes), all amounts due thereunder may be declared to be immediately due and payable. At November 30, 2011 and 2010 and August 31, 2010, management believes that the Company was in compliance with all loan covenants.

Outstanding long-term debt consists of the following:

		September 30,			September 30,			September 30,
	November 30,			November 30,			August 31,
$ in thousands	2011			2010			2011
BSI Term Note		7,500		$	11,786		$	8,571
Less current portion		(4,286	)		(4,286	)		(4,286	)

Total long-term debt		3,214		$	7,500		$	4,285

Principal payments due on long-term debt are as follows:

			September 30,
Due within:
1 year			4,286
2 years			3,214

			7,500

(8) Financial Derivatives

The Company uses certain financial derivatives to mitigate its exposure to volatility in interest rates and foreign currency exchange rates. The Company uses these derivative instruments to hedge exposures in the ordinary course of business and does not invest in derivative instruments for speculative purposes. Each derivative is designated as a cash flow hedge, a hedge of a net investment, or remains undesignated. The Company records the fair value of these derivative instruments on the balance sheet. For the instruments that are designated as a cash flow hedge and meet certain documentary and analytical requirements to qualify for hedge accounting treatment, changes in the fair value for the effective portion are reported in other comprehensive income (“OCI”), net of related income tax effects, and are reclassified to the income statement when the effects of the item being hedged are recognized in the income statement. Changes in fair value of derivative instruments that qualify as hedges of a net investment in foreign operations are recorded as a component of accumulated currency translation adjustment in accumulated other comprehensive income (“AOCI”), net of related income tax effects. Changes in the fair value of undesignated hedges are recognized currently in the income statement as other income (expense). All changes in derivative fair values due to ineffectiveness are recognized in income.

The Company manages market and credit risks associated with its derivative instruments by establishing and monitoring limits as to the types and degree of risk that may be undertaken, and by entering into transactions with high-quality counterparties. As of November 30, 2011, the Company’s derivative counterparty had investment grade credit ratings.

Financial derivatives consist of the following:

	September 30,		September 30,			September 30,			September 30,
	Fair Values of Derivative Instruments Asset (Liability) Derivatives
		November 30,			November 30,			August 31,
$ in thousands	Balance Sheet Location	2011			2010			2011
Derivatives designated as hedging instruments:
Foreign currency forward contracts	Other current assets	$	282		$	—		$	—
Foreign currency forward contracts	Other current liabilities		—			(27	)		(218	)
Interest rate swap	Other current liabilities		(225	)		(384	)		(267	)
Interest rate swap	Other noncurrent liabilities		(86	)		(392	)		(149	)

Total derivatives designated as hedging instruments		$	(29	)	$	(803	)	$	(634	)


Derivatives not designated as hedging instruments:
Foreign currency option contract	Other current assets	$	—		$	7		$	—

Total derivatives not designated as hedging instruments		$	—		$	7		$	—

In addition, accumulated other comprehensive income included realized and unrealized gains, net of related income tax effects, of $1.1 million, $0.6 million and $0.5 million at November 30, 2011 and 2010, and August 31, 2011, respectively, related to derivative contracts designated as hedging instruments.

Cash Flow Hedging Relationships

In order to reduce interest rate risk on the BSI Term Note, the Company entered into an interest rate swap agreement with Wells Fargo Bank, N.A. that is designed to convert the variable interest rate on the entire amount of the borrowing to a fixed rate of 6.05 percent per annum. Under the terms of the interest rate swap, the Company receives variable interest rate payments and makes fixed interest rate payments on an amount equal to the outstanding balance of the BSI Term Note. Changes in the fair value of the interest rate swap designated as a hedging instrument that effectively offset the variability of cash flows associated with variable-rate, long-term debt obligations are reported in AOCI, net of related income tax effects.

In order to reduce exposures related to changes in foreign currency exchange rates, the Company, at times, may enter into forward exchange or option contracts for transactions denominated in a currency other than the functional currency for certain of its operations. This activity primarily relates to economically hedging against foreign currency risk in purchasing inventory, sales of finished goods, and future settlement of foreign denominated assets and liabilities. Changes in the fair value of the forward exchange contracts or option contracts designated as hedging instruments that effectively offset the hedged risks are reported in AOCI, net of related income tax effects. The Company had no material forward exchange contracts and option contracts with cash flow hedging relationships at November 30, 2011 and 2010 and August 31, 2011. In addition, the amount of gain or loss recognized in OCI, the amount of gain or loss reclassified from AOCI into income and the amount of gain or loss recognized in income related to the outstanding cash flow hedging relationships were immaterial.

Net Investment Hedging Relationships

In order to reduce translation exposure resulting from translating the financial statements of its international subsidiaries into U.S. dollars, the Company, at times, utilizes Euro foreign currency forward contracts to hedge a portion of its Euro net investment exposure in its foreign operations. These foreign currency forward contracts qualify as a hedge of net investments in foreign operations. Changes in fair value of the net investment hedge contracts are reported in OCI as part of the currency translation adjustment, net of tax.

		September 30,		September 30,
	Amount of Gain/(Loss)
	Recognized in OCI on Derivatives
	Three months ended
	November 30,
$ in thousands	2011		2010
Foreign currency forward contracts ⁽¹⁾	$	591	$	(430	)

⁽¹⁾	Net of tax expense (benefit) of $360 and ($263) for the three months ended November 30, 2011 and 2010, respectively.

During the first quarter of fiscal 2012 and 2011, the Company settled Euro foreign currency forward contracts resulting in after-tax net gains (losses) of $0.3 million and ($0.4 million), respectively, which were included in OCI as part of a currency translation adjustment. There were no amounts recorded in the consolidated statement of operations related to ineffectiveness of Euro foreign currency forward contracts for the three months ended November 30, 2011 and 2010. Accumulated currency translation adjustments in AOCI at November 30, 2011 and 2010 and August 31, 2011 reflected after-tax gains of $1.2 million, $1.1 million, and $0.9 million.

At November 30, 2011 and August 31, 2011, the Company had outstanding Euro foreign currency forward contracts to sell 17.0 million Euro and 10.0 million Euro, respectively, at fixed prices to settle during the next fiscal quarter. The Company did not have any outstanding Euro foreign currency forward contracts at November 30, 2010. The Company’s foreign currency forward contracts qualify as hedges of a net investment in foreign operations.

(9) Fair Value Measurements

The Company applies the provisions of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures , which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

ASC 820 establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Inputs refers broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

•

Level 1 - inputs to the valuation techniques are quoted prices in active markets for identical assets or liabilities

•

Level 2 - inputs to the valuation techniques are other than quoted prices but are observable for the assets or liabilities, either directly or indirectly

•

Level 3 - inputs to the valuation techniques are unobservable for the assets or liabilities

The following table presents the Company’s financial assets and liabilities measured at fair value based upon the level within the fair value hierarchy in which the fair value measurements fall, as of November 30, 2011:

		September 30,		September 30,			September 30,		September 30,
$ in thousands	Level 1		Level 2			Level 3		Total
Cash and cash equivalents	$	108,731	$	—		$	—	$	108,731
Derivative assets		—		282			—		282
Derivative liabilities		—		(311	)		—		(311	)

		September 30,		September 30,			September 30,		September 30,
$ in thousands	Level 1		Level 2			Level 3		Total
Cash and cash equivalents	$	80,535	$	—		$	—	$	80,535
Derivative assets		—		7			—		7
Derivative liabilities		—		(803	)		—		(803	)

		September 30,		September 30,			September 30,		September 30,
$ in thousands	Level 1		Level 2			Level 3		Total
Cash and cash equivalents	$	108,167	$	—		$	—	$	108,167
Derivative assets		—		—			—		—
Derivative liabilities		—		(634	)		—		(634	)

The carrying amount of long-term debt (including current portion) was $7.5 million, $11.8 million and $8.6 million as of November 30, 2011 and 2010 and August 31, 2011, respectively. The fair value of this debt was estimated at $7.4 million, $11.5 million, and $8.5 million as of November 30, 2011 and 2010 and August 31, 2011, respectively. Fair value of long-term debt (including current portion) is estimated by discounting the future estimated cash flows of each instrument at current market interest rates for similar debt instruments of comparable maturities and credit quality

The Company also measures the fair value of certain assets on a non-recurring basis, generally quarterly, annually, or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. These assets include fixed assets, goodwill, and other intangible assets. There were no required fair value adjustments for assets and liabilities measured at fair value on a non-recurring basis for the three months ended November 30, 2011 or 2010.

(10) Commitments and Contingencies

In 1992, the Company entered into a consent decree with the Environmental Protection Agency of the United States Government (the “EPA”) in which the Company committed to remediate environmental contamination of the groundwater that was discovered in 1982 through 1990 at and adjacent to its Lindsay, Nebraska facility (the “site”). The site was added to the EPA’s list of priority superfund sites in 1989. Between 1993 and 1995, remediation plans for the site were approved by the EPA and fully implemented by the Company. Since 1998, the primary remaining contamination at the site has been the presence of volatile organic chemicals in the groundwater. The current remediation process consists of drilling wells into the aquifer and pumping water to the surface to allow these contaminants to be removed by aeration. The Company accrues the anticipated cost of remediation when the obligation is probable and can be reasonably estimated.

In 2008, the Company and the EPA conducted its periodic five-year review of the status of the remediation of the contamination of the site. In response to the review, the Company and its environmental consultants have developed a remedial action work plan. In addition, the Company is scheduled to meet with the EPA in fiscal 2012 to discuss options that could result in more permanent or more clearly defined remediation of the source areas of contamination at the site. In preparation for this meeting, the Company has undertaken an investigation to assess further potential site remediation and containment actions. In connection with the receipt of preliminary results of this investigation and other evaluations, the Company estimates that it will incur $7.2 million in remediation and operating costs over the next 5 to 10 years and has accrued that undiscounted amount as an operating expense in the first quarter.

Although the Company has accrued all reasonably estimable costs associated with remediation of the site, it is expected that additional testing and environmental monitoring and remediation will be required in the future as part of the Company’s ongoing discussions with the EPA regarding the development and implementation of the remedial action plans, which could result in changes to its estimates. In addition, the current investigation has not yet been completed and does not include all affected areas on the site. Estimates continue to be refined and evaluated on a number of remediation alternatives and the Company has not yet made a recommendation of its specific remediation plan, nor has the EPA provided feedback or approval of possible action plans. While additional estimated expenses could significantly exceed the amount accrued as of November 30, 2011 and could be material to the operating results of any fiscal quarter or fiscal year, the Company does not expect that such additional expenses would have a material adverse effect on the liquidity or financial condition of the Company.

The following table summarizes the undiscounted environmental remediation liability classifications included in the balance sheet as of November 30, 2011 and 2010 and August 31, 2011:

		September 30,		September 30,		September 30,
Environmental Remediation Liabilities
$ in thousands	November 30,		November 30,		August 31,
Balance Sheet Location	2011		2010		2011
Other current liabilities	$	2,899	$	1,339	$	1,540
Other noncurrent liabilities		5,200		—		—

Total environmental remediation liabilities	$	8,099	$	1,339	$	1,540

(11) Retirement Plan

The Company has a supplemental non-qualified, unfunded retirement plan for six former employees. Plan benefits are based on the participant’s average total compensation during the three highest compensation years of employment during the ten years immediately preceding the participant’s retirement or termination. This unfunded supplemental retirement plan is not subject to the minimum funding requirements of ERISA. The Company has purchased life insurance policies on four of the participants named in this supplemental retirement plan to provide partial funding for this liability. Components of net periodic benefit cost for the Company’s supplemental retirement plan are classified as general and administrative expenses and include:

		September 30,		September 30,
	Three months ended November 30,
$ in thousands	2011		2010
Net periodic benefit cost:
Interest cost	$	81	$	84
Net amortization and deferral		42		41

Total net periodic benefit cost	$	123	$	125

(12) Warranties

The Company generally warrants its products against certain manufacturing and other defects. These product warranties are provided for specific periods and/or usage of the product. The accrued product warranty costs are for a combination of specifically identified items and other incurred, but not identified items based primarily on historical experience of actual warranty claims. This reserve is classified within other current liabilities. The following tables provide the changes in the Company’s product warranties:

		September 30,			September 30,
	Three months ended
	November 30,
$ in thousands	2011			2010
Warranties:
Product warranty accrual balance, beginning of period	$	3,651		$	1,862
Liabilities accrued for warranties during the period		899			842
Warranty claims paid during the period		(805	)		(908	)

Product warranty accrual balance, end of period	$	3,745		$	1,796

(13) Industry Segment Information

The Company manages its business activities in two reportable segments:

Irrigation: This reporting segment includes the manufacture and marketing of center pivot, lateral move, and hose reel irrigation systems as well as various water pumping stations and controls. The irrigation reporting segment consists of twelve operating segments that have similar economic characteristics and meet the aggregation criteria, including similar products, production processes, type or class of customer and methods for distribution.

Infrastructure: This reporting segment includes the manufacture and marketing of moveable barriers, specialty barriers and crash cushions; providing outsource manufacturing services and the manufacturing and selling of large diameter steel tubing and railroad signals and structures. The infrastructure reporting segment consists of three operating segments that have similar economic characteristics and meet the aggregation criteria.

The Company evaluates the performance of its reportable segments based on segment sales, gross profit, and operating income, with operating income for segment purposes excluding unallocated corporate general and administrative expenses, interest income, interest expense, other income and expenses, and income taxes. Operating income for segment purposes does include general and administrative expenses, selling expenses, engineering and research expenses, environmental remediation expenses and other overhead charges directly attributable to the segment. There are no inter-reporting segment sales.

The Company had no single customer representing 10 percent or more of its total revenues during the three months ended November 30, 2011 and 2010. Summarized financial information concerning the Company’s reportable segments is shown in the following table:

		September 30,			September 30,
	Three months ended
	November 30,
$ in thousands	2011			2010
Operating revenues:
Irrigation	$	100,776		$	60,009
Infrastructure		18,429			29,157

Total operating revenues	$	119,205		$	89,166


Operating income:
Irrigation (1)	$	9,785		$	5,901
Infrastructure (1)		(1,177	)		4,025
Segment operating income (1)		8,608			9,926
Unallocated general and administrative expenses		(3,525	)		(3,316	)
Other expense, net		(642	)		(33	)

Earnings before income taxes	$	4,441		$	6,577


Total Capital Expenditures:
Irrigation	$	2,036		$	856
Infrastructure		596			628

	$	2,632		$	1,484


Total Depreciation and Amortization:
Irrigation	$	1,670		$	1,352
Infrastructure		1,455			1,574

	$	3,125		$	2,926

(1)

Environmental remediation expenses of $6.1 and $1.1 million were allocated to the irrigation segment and the infrastructure segment, respectively, for the three months ended November 30, 2011. Environmental remediation expenses of $0.6 and $0.1 million were allocated to the irrigation segment and the infrastructure segment, respectively, for the three months ended November 30, 2010.

		September 30,		September 30,		September 30,
	November 30		November 30		August 31,
$ in thousands	2011		2010		2010
Total Assets:
Irrigation	$	270,395	$	214,148	$	267,275
Infrastructure		113,687		111,618		113,869

	$	384,082	$	325,766	$	381,144

(14) Share-Based Compensation

The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors based on estimated fair values. The value of the portion of the award that is ultimately expected to vest is recognized as expense in the Company’s Consolidated Statement of Operations over the periods during which the employee or director is required to perform a service in exchange for the award. The Company’s current share-based compensation plan, approved by the stockholders of the Company, provides for awards of stock options, restricted shares, restricted stock units, stock appreciation rights, performance shares and performance stock units to employees and non-employee directors of the Company. In connection with the restricted stock units, performance stock units and stock options, the Company is accruing compensation expense based on the estimated number of shares expected to be issued utilizing the most current information available to the Company at the date of the financial statements. Share-based compensation expense was $0.9 million and $0.9 million for the three months ended November 30, 2011 and 2010, respectively.

During the first quarter of fiscal 2012, the Company granted 33,989 restricted stock units and 19,386 performance stock units at a grant date price of $58.10. The restricted stock units vest over a three-year period at approximately 33 percent per year. Restricted stock units are generally settled with the issuance of shares with the exception of certain restricted stock units awarded to internationally-based employees that are settled in cash. The performance stock units vest contingent upon meeting various performance goals. The performance goals are based upon a three-year revenue growth and a three-year average return on net assets over the performance period. The awards actually earned may range from zero to two hundred percent of the targeted number of performance stock units and will be paid in shares of common stock. Shares earned will be distributed upon vesting on the first day of November following the end of the three-year performance period. The Company is accruing compensation expense based on the estimated number of shares expected to be issued utilizing the most current information available to the Company at the date of the financial statements. If defined performance goals are not met, no compensation cost will be recognized and any previously recognized compensation expense will be reversed.

During the first quarter of fiscal 2012, the Company granted 36,294 stock options at an exercise price of $58.10 that vest ratably over a period of four years. The Company uses the Black-Scholes option-pricing model (“Black-Scholes model”) as its valuation method for stock option awards. Under the Black-Scholes model, the fair value of stock option awards on the date of grant is estimated using an option-pricing model that is affected by the Company’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards and actual and projected employee stock option exercise behaviors.

ITEM 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

Concerning Forward-Looking Statements

This quarterly report on Form 10-Q contains not only historical information, but also forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements that are not historical are forward-looking and reflect expectations for future Company conditions or performance. In addition, forward-looking statements may be made orally or in press releases, conferences, reports, on the Company’s worldwide web site, or otherwise, in the future by or on behalf of the Company. When used by or on behalf of the Company, the words “expect,” “anticipate,” “estimate,” “believe,” “intend,” “will,” and similar expressions generally identify forward-looking statements. The entire section entitled “Market Conditions and Fiscal 2012 Outlook” should be considered forward-looking statements. For these statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Forward-looking statements involve a number of risks and uncertainties, including but not limited to those discussed in the “Risk Factors” section in the Company’s annual report on Form 10-K for the year ended August 31, 2011. Readers should not place undue reliance on any forward-looking statement and should recognize that the statements are predictions of future results or conditions, which may not occur as anticipated. Actual results or conditions could differ materially from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described herein, as well as others not now anticipated. The risks and uncertainties described herein are not exclusive and further information concerning the Company and its businesses, including factors that potentially could materially affect the Company’s financial results, may emerge from time to time. Except as required by law, the Company assumes no obligation to update forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.

Accounting Policies

In preparing the Company’s condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles, management must make a variety of decisions which impact the reported amounts and the related disclosures. These decisions include the selection of the appropriate accounting principles to be applied and the assumptions on which to base accounting estimates. In making these decisions, management applies its judgment based on its understanding and analysis of the relevant circumstances and the Company’s historical experience.

The Company’s accounting policies that are most important to the presentation of its results of operations and financial condition, and which require the greatest use of judgments and estimates by management, are designated as its critical accounting policies. See further discussion of the Company’s critical accounting policies under Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the Company’s year ended August 31, 2011. Management periodically re-evaluates and adjusts its critical accounting policies as circumstances change. There were no changes in the Company’s critical accounting policies during the three months ended November 30, 2011.

Overview

Lindsay Corporation, along with its subsidiaries (collectively called “Lindsay” or the “Company”), is a global leader in providing a variety of proprietary water management and road infrastructure products and services. The Company has been involved in the manufacture and distribution of agricultural equipment since 1955 and has grown from a regional company to an international agribusiness and highway infrastructure firm with worldwide sales and distribution. Lindsay, a Delaware corporation, maintains its corporate offices in Omaha, Nebraska. The Company has operations which are categorized into two major reporting segments. Industry segment information about Lindsay is included in Note 13 to the interim condensed consolidated financial statements.

Irrigation Segment – The Company’s irrigation segment includes the manufacture and marketing of center pivot, lateral move, and hose reel irrigation systems which are used principally in the agricultural industry to increase or stabilize crop production while conserving water, energy, and labor. The irrigation segment also manufactures and markets repair and replacement parts for its irrigation systems and controls, and designs, manufactures and services water pumping stations and controls for the agriculture, golf, landscape and municipal markets. The Company continues to strengthen irrigation product offerings through innovative technology such as GPS positioning and guidance, variable rate irrigation, wireless irrigation management, and smartphone application. The Company’s principal irrigation manufacturing facilities are located in Lindsay, Nebraska and Hartland, Wisconsin. Internationally, the Company has production operations in France, Brazil and China as well as distribution operations in South Africa, Australia and New Zealand. The Company also exports some of its equipment from the U.S. to other international markets.

Infrastructure Segment – The Company’s infrastructure segment includes the manufacture and marketing of moveable barriers, specialty barriers, crash cushions and end terminals, road marking and road safety equipment, large diameter steel tubing, railroad signals and structures, and outsourced manufacturing services. The principal infrastructure manufacturing facilities are located in Rio Vista, California; Milan, Italy; and Omaha, Nebraska.

Results of Operations

For the Three Months ended November 30, 2011 compared to the Three Months ended November 30, 2010

The following section presents an analysis of the Company’s operating results displayed in the condensed consolidated statements of operations for the three months ended November 30, 2011 and 2010. It should be read together with the industry segment information in Note 13 to the condensed consolidated financial statements:

		September 30,			September 30,			September 30,
	Three months ended November						Percent Increase
$ in thousands	2011			2010			(Decrease)
Consolidated
Operating revenues	$	119,205		$	89,166			33.7	%
Cost of operating revenues	$	88,957		$	64,943			37.0	%
Gross profit	$	30,248		$	24,223			24.9	%
Gross margin		25.4	%		27.2	%
Operating expenses (1)	$	25,165		$	17,613			42.9	%
Operating income	$	5,083		$	6,610			-23.1	%
Operating margin		4.3	%		7.4	%
Other expense, net	$	(642	)	$	(33	)		1845.5	%
Income tax provision	$	1,520		$	2,291			-33.7	%
Effective income tax rate		34.2	%		34.8	%
Net earnings	$	2,921		$	4,286			-31.8	%
Irrigation Equipment Segment
Segment operating revenues	$	100,776		$	60,009			67.9	%
Segment operating income (2)	$	9,785		$	5,901			65.8	%
Segment operating margin (2)		9.7	%		9.8	%
Infrastructure Products Segment
Segment operating revenues	$	18,429		$	29,157			-36.8	%
Segment operating income (loss) (2)	$	(1,177	)	$	4,025			129.2	%
Segment operating margin (2)		-6.4	%		13.8	%

(1)	Includes $3.5 million and $3.3 million of unallocated general and administrative expenses for the three months ended November 30, 2011 and 2010, respectively.

(2)

Excludes unallocated general & administrative expenses. Environmental remediation expenses of $6.1 and $1.1 million were allocated to the irrigation segment and the infrastructure segment, respectively, for the three months ended November 30, 2011. Environmental remediation expenses of $0.6 and $0.1 million were allocated to the irrigation segment and the infrastructure segment, respectively, for the three months ended November 30, 2010.

Revenues

Operating revenues for the three months ended November 30, 2011 increased by $30.0 million or 34 percent to $119.2 million compared with $89.2 million for the three months ended November 30, 2010. The increase is attributable to a $40.7 million increase in irrigation revenues offset by a $10.7 million decrease in infrastructure revenues.

U.S. irrigation revenues for the three months ended November 30, 2011 of $60.7 million increased 66 percent compared to the three months ended November 30, 2010. The increase in U.S. irrigation revenues is primarily due to an increase in the number of irrigation systems sold compared to the prior year’s first fiscal quarter. Favorable economic conditions in U.S. agriculture markets continued to drive strong demand for irrigation equipment. In November 2011, the USDA projected 2011 net farm income to be the highest on record and 28 percent higher than 2010. Commodity prices remained relatively high through most of the quarter and continue to support positive farmer sentiment.

International irrigation revenues for the three months ended November 30, 2011 increased $16.7 million or 71 percent to $40.1 million compared with $23.4 million for the three months ended November 30, 2010. Operating revenues increased in nearly all international markets, most significantly in the Middle East, South America and China. Long-term market drivers of improving diets and a growing world-wide population combined with the water use efficiencies available from mechanized irrigation systems continue to be positive drivers for global irrigation equipment demand.

Infrastructure segment revenues were $18.4 million for the three months ended November 30, 2011 decreasing from $29.2 million for the three months ended November 30, 2010 due to lower QMB ^® system revenue. Infrastructure segment revenues, excluding QMB ^® system sales, increased by 7 percent as compared to the same prior year period despite a difficult environment for highway and other infrastructure projects. QMB ^® sales are likely to continue to have some level of volatility due to the project nature of this business.

Gross Margin

Gross profit was $30.2 million for the three months ended November 30, 2011; an increase of $6.0 million compared to $24.2 million of gross profit for three months ended November 30, 2010. Gross margin was 25.4 percent for the three months ended November 30, 2011 compared to 27.2 percent for the three months ended November 30, 2010. Total gross margin was lower primarily due to lower revenues of higher-margin QMB ^® product. Infrastructure segment gross margins excluding QMB ^® improved and irrigation segment gross margin improved due to cost leverage and productivity gains on higher sales volumes.

Operating Expenses

The Company’s operating expenses of $25.2 million for the three months ended November 30, 2011 were $7.6 million higher than the three months ended November 30, 2010. Of the $7.6 million increase in operating expenses, $6.5 million is attributable to the increase in the Company’s environmental remediation accrual over the same prior year period.

The Company increased its environmental remediation accrual after it received preliminary cost estimates for potential remediation options at its Lindsay, Nebraska manufacturing facility. These costs are expected to be incurred over a period of 5 to 10 years. Accrued costs of remediation in connection with environmental liabilities are estimates subject to a high degree of judgment and a variety of uncertainties and are, therefore, subject to change. Although the Company has accrued all reasonably estimable costs associated with remediation of the site, it is expected that additional testing and environmental monitoring and remediation will be required in the future as part of the Company’s ongoing discussions with the EPA regarding the development and implementation of the remedial action plans, which could result in changes to its estimates. In addition, the current investigation has not yet been completed and does not include all affected areas on the site. Estimates continue to be refined and evaluated on a number of remediation alternatives and the Company has not yet made a recommendation of its specific remediation plan, nor has the EPA provided feedback or approval of possible action plans. While additional estimated expenses could significantly exceed the amount accrued as of November 30, 2011 and could be material to the operating results of any fiscal quarter or fiscal year, the Company does not expect that such additional expenses would have a material adverse effect on the liquidity or financial condition of the Company.

Operating margin was 4.3 percent for the three months ended November 30, 2011 as compared to 7.4 percent for the three months ended November 30, 2010. Excluding environmental accruals, operating margin was 10.3 percent for the three months ended November 30, 2011 as compared to 8.2 percent for the three months ended November 30, 2010. Operating expenses were 21.1 percent of sales for the three months ended November 30, 2011 compared to 19.8 percent of sales for the three months ended November 30, 2010. Excluding environmental accruals, operating expenses were 15.0 percent of sales for the three months ended November 30, 2011 compared to 19.0 percent of sales for the three months ended November 30, 2010 due to leverage from increased sales.

Income Taxes

The Company recorded income tax expense of $1.5 million and $2.3 million for the three months ended November 30, 2011 and 2010, respectively. The calculated effective tax rate was 34.2 percent and 34.8 percent for the three months ended November 30, 2011 and 2010, respectively. The decrease in the effective income tax rate is primarily due to the increase in the domestic production activities deduction. For the three months ended November 30, 2011 and 2010, the Company recorded no discrete items.

Net Earnings

Net earnings were $2.9 million or $0.23 per diluted share for the three months ended November 30, 2011 compared with $4.3 million or $0.34 per diluted share for the same prior year period. First quarter fiscal 2012 results included $7.2 million of accrued expense, or $0.37 per diluted share on an after tax basis, related to an increase in the Company’s environmental remediation accrual at its Lindsay, Nebraska facility. Comparatively, fiscal 2011 included environmental remediation expense of $0.7 million, or $0.04 per diluted share after tax.

Liquidity and Capital Resources

The Company’s cash and cash equivalents totaled $108.7 million at November 30, 2011 compared with $80.5 million at November 30, 2010 and $108.2 million at August 31, 2011. The Company requires cash for financing its receivables and inventories, paying operating expenses and capital expenditures, and for dividends. The Company meets its liquidity needs and finances its capital expenditures from its available cash and funds provided by operations along with borrowings under three credit arrangements that are described below.

The Company believes its current cash resources, projected operating cash flow, and remaining capacity under its bank lines of credit are sufficient to cover all of its expected working capital needs, planned capital expenditures, dividends, and other cash requirements, excluding potential acquisitions. The Company has permanently reinvested cash and cash equivalents in foreign operations of $15.1 million and $10.4 million as of November 30, 2011 and 2010, respectively, and does not expect these balances to have a significant impact on the Company’s overall liquidity.

Cash flows provided by operations totaled $6.2 million during the three months ended November 30, 2011 compared to $2.2 million provided by operations during the same prior year period. Cash provided by operations increased $4.0 million compared to the prior year period primarily due to a $6.2 million change in the other noncurrent assets and liabilities driven by the noncurrent environmental remediation accrual. Cash used for working capital was relatively flat with a decrease of $0.4 million in cash used compared to the prior year fiscal quarter. These increases in cash were offset by the decrease in net income of $1.4 million and a decrease of $1.2 million in non-cash adjustments compared to the prior year fiscal quarter.

Cash flows used in investing activities totaled $2.2 million during the three months ended November 30, 2011 compared to cash flows used in investing activities of $3.5 million during the same prior year period. The decrease in the cash used was primarily due to an acquisition that occurred during the first quarter of fiscal 2011.

Cash flows used in financing activities totaled $2.7 million during the three months ended November 30, 2011 compared to cash flows used in financing activities of $1.7 million during the same prior year period. The $0.9 million increase in cash used in financing activities was primarily due to a $0.5 million decrease in excess tax benefits from stock-based compensation and an increase of $0.4 million in the issuance of common stock under share-based compensation plans.

Euro Line of Credit

The Company’s wholly-owned European subsidiary, Lindsay Europe, has an unsecured revolving line of credit with Societe Generale, a European commercial bank, under which it could borrow for working capital purposes up to 2.3 million Euros, which equates to approximately USD $3.1 million as of November 30, 2011 (the “Euro Line of Credit”). There were no borrowings outstanding on this credit agreement at November 30, 2011 or 2010. Under the terms of the Euro line of Credit, borrowings, if any, bear interest at a floating rate in effect from time to time designated by the commercial bank as Euro Interbank Offered Rate plus 110 basis points, (2.57 percent at November 30, 2011). Unpaid principal and interest is due by January 31, 2012, which is the termination date of the Euro Line of Credit. The Company’s management expects to obtain a similar line of credit prior to termination.

BSI Term Note

Revolving Credit Agreement

The Company has an unsecured $30.0 million Revolving Credit Note and Credit Agreement with Wells Fargo Bank, N.A. (the “Revolving Credit Agreement”). The Revolving Credit Agreement was amended on January 23, 2011 in order to extend the termination date from January 23, 2012 to January 23, 2014. The borrowings from the Amended Revolving Credit Agreement will primarily be used for working capital purposes and funding acquisitions. At November 30, 2011 and 2010 and August 31, 2011, there was no outstanding balance on the Revolving Credit Agreement. Borrowings under the Revolving Credit Agreement bear interest at a rate equal to LIBOR plus 105 basis points, subject to adjustment as set forth in the Revolving Credit Agreement as amended. Interest is paid on a monthly to quarterly basis depending on loan type. The Company also pays an annual commitment fee of 0.25 percent on the unused portion of the Amended Revolving Credit Agreement. Unpaid principal and interest is due by January 23, 2014.

The BSI Term Note and the Revolving Credit Agreement (collectively, the “Notes”) each contain the same covenants, including certain covenants relating to the Company’s financial condition. These include maintaining a funded debt to EBITDA ratio, a fixed charge coverage ratio, a current ratio and a tangible net worth requirement (all as defined in the Notes) at specified levels. Upon the occurrence of any event of default of these covenants specified in the Notes, including a change in control of the Company (as defined in the Notes), all amounts due thereunder may be declared to be immediately due and payable. At November 30, 2011 and 2010 and August 31, 2010, management believes the Company was in compliance with all loan covenants.

Contractual Obligations and Commercial Commitments

There have been no material changes in the Company’s contractual obligations and commercial commitments as described in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2011.

Market Conditions and Fiscal 2012 Outlook

In the first quarter of fiscal 2012, the Company experienced growth in irrigation equipment demand in both domestic and international markets and the highest first quarter revenues in Company history.

Agricultural commodity prices, which are subject to a variety of external factors historically driving significant fluctuation, remained relatively high at the end of the first fiscal quarter, continuing to support improved irrigation equipment demand. In November 2011, the USDA projected 2011 net farm income to be the highest on record and 28 percent higher than 2010, creating positive economic conditions for U.S. farmers. The Company believes that the positive economic conditions for farmers, the Section 179 deduction for the write-off for accelerated depreciation of equipment purchases in the U.S., and the global drive for food security will support continued strong demand in fiscal 2012. The Company believes the most significant opportunities for growth over the next several years are in international markets, where irrigation use is significantly less developed, and demand is driven by food security, water scarcity and population growth.

In the near-term, the governmental debt environment will likely lead to additional examination of farm subsidies and tax credits, such as the Volumetric Ethanol Excise Tax Credit for ethanol and the extension of the Section 179 deduction for accelerated depreciation on equipment purchased, which could impact demand in the U.S. market. The Section 179 maximum deduction is currently scheduled to decrease in 2012 with the expiration of the Small Business Jobs and Credit Act of 2010 on December 31, 2011.

In the first quarter, the Company has experienced moderate non-QMB ^® sales growth and a decline in QMB ^® system sales in an environment that is supported primarily by highway and railroad spending. The outlook for general government funded infrastructure spending remains challenging due to global governmental budget constraints and uncertainty on timing of a multi-year U.S. highway bill. The Company continues to experience global interest in its QMB ^® systems as a cost effective method for managing traffic congestion by safely adding lane capacity; however, the timing of orders for these projects is uncertain and difficult to forecast in the present economic environment. The Company is confident in the QMB’s opportunity to drive significant profitability over the long term as a superior solution to worldwide traffic congestion, lost productivity and energy waste. Demand for the Company’s transportation safety products continues to be driven by population growth and the need for improved road safety.

As of November 30, 2011, the Company has an order backlog of $52.8 million compared with $59.7 million at November 30, 2010 and $46.0 million at August 31, 2011. The Company’s backlog can fluctuate from period to period due to the seasonality, cyclicality, timing and execution of contracts. Typically, the Company’s backlog at any point in time represents only a portion of the revenue it expects to realize during the following three month period.

For the business overall, the global, long-term drivers of water conservation, population growth, increasing importance of biofuels, and the need for safer, more efficient transportation solutions remain positive. In addition to the overall business enhancements that have taken place, the Company continues to have an on-going, structured, acquisition process that will generate additional growth opportunities throughout the world in water and infrastructure. The Company’s strong balance sheet has positioned the Company to invest in growth initiatives both organically and through acquisitions. Lindsay is committed to achieving earnings growth through global market expansion, improvements in margins, and strategic acquisitions.

Recently Issued Accounting Pronouncements

In December 2010, the FASB issued ASU No. 2010-29, Disclosure of Supplementary Pro Forma Information for Business Combinations , which requires a public entity presenting comparative financial statements to disclose revenue and earnings of the combined entity as though the business combination occurring during the current year had occurred as of the beginning of the comparable prior annual reporting period. Additionally, the standard expands the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The standard is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. The adoption of this standard does not impact the consolidated financial statements except for the requirement of additional pro forma disclosures. The Company did not have any business combinations for the three months ended November 30, 2011.

In May 2011, the FASB issued ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs , which requires the categorization by level for items that are only required to be disclosed at fair value and information about transfers between Level 1 and Level 2. In addition, the ASU provides guidance on measuring the fair value of financial instruments managed within a portfolio and the application of premiums and discounts on fair value measurements. The ASU requires additional disclosure for Level 3 measurements regarding the sensitivity of fair value to changes in unobservable inputs and any interrelationships between those inputs. The guidance is effective for fiscal years beginning after December 15, 2011. The Company does not expect the adoption of this standard to impact the consolidated financial statements.

In June 2011, the FASB issued ASU No. 2011-05, Presentation of Comprehensive Income , which amends ASC 220, Comprehensive Income , by requiring all nonowner changes in shareholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The guidance is effective retrospectively for fiscal years and interim periods within those years beginning after December 15, 2011. In December 2011, the FASB issued ASU No. 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 , which defers certain portions of ASU No. 2011-05 indefinitely and will be further deliberated by the FASB at a future date. The Company is currently evaluating the impact of the adoption of the guidance on its consolidated financial statements.

In September 2011, the FASB issued ASU No. 2011-08, Intangibles — Goodwill and Other . ASU No. 2011-08 allows entities to first assess qualitatively whether it is necessary to perform the two-step goodwill impairment test. If an entity believes, as a result of its qualitative assessment, that it is more likely than not that the fair value of a reporting period is less than its carrying amount, the quantitative two-step goodwill impairment test is required. An entity has the unconditional option to bypass the qualitative assessment and proceed directly to performing the first step of the goodwill impairment test. The guidance is effective for annual and interim impairment tests for fiscal years beginning after December 15, 2011. The Company does not expect the adoption of this standard to impact the consolidated financial statements.

ITEM 3 – Quantitative and Qualitative Disclosures About Market Risk

The Company has manufacturing operations in the United States, France, Brazil, Italy and China. The Company has sold products throughout the world and purchases certain of its components from third-party international suppliers. Export sales made from the United States are principally U.S. dollar denominated. At times, export sales may be denominated in a currency other than the U.S. dollar. A majority of the Company’s revenue generated from operations outside the United States is denominated in local currency. Accordingly, these sales are not typically subject to significant foreign currency transaction risk. The Company’s most significant transactional foreign currency exposures are the Euro, the Brazilian real, the South African rand and the Chinese renminbi in relation to the U.S. dollar. Fluctuations in the value of foreign currencies create exposures, which can adversely affect the Company’s results of operations.

In order to reduce translation exposure resulting from translating the financial statements of its international subsidiaries into U.S. dollars, the Company, at times, utilizes Euro foreign currency forward contracts to hedge a portion of its Euro net investment exposure in its foreign operations. At November 30, 2011, the Company had outstanding Euro foreign currency forward contracts to sell 17.0 million Euro at fixed prices expected to settle during the second quarter of fiscal 2012.

In order to reduce interest rate risk on the $30 million BSI Term Note, the Company has entered into an interest rate swap agreement with Wells Fargo Bank, N.A. that is designed to convert the variable interest rate on the entire amount of this borrowing to a fixed rate of 6.05 percent per annum. Under the terms of the interest rate swap, the Company receives variable interest rate payments and makes fixed interest rate payments on an amount equal to the outstanding balance of the BSI Term Note, thereby creating the equivalent of fixed-rate debt.

The Company attempts to manage market and credit risks associated with its derivative instruments by establishing and monitoring limits as to the types and degree of risk that may be undertaken, and by entering into transactions with high-quality counterparties. As of November 30, 2011, the Company’s derivative counterparty had investment grade credit ratings.

ITEM 4 – Controls and Procedures

The Company carried out an evaluation under the supervision and the participation of the Company’s management, including the Company’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of November 30, 2011.

Additionally, the CEO and CFO determined that there has not been any change to the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II – OTHER INFORMATION

ITEM 1 – Legal Proceedings

In the ordinary course of its business operations, the Company is involved, from time to time, in commercial litigation, employment disputes, administrative proceedings, and other legal proceedings. None of these proceedings, individually or in the aggregate, is expected to have a material effect on the business or financial condition of the Company.

Environmental Matters

In 2008, the Company and the EPA conducted its third periodic five-year review of the status of the remediation of the contamination of the site. In response to the review, the Company and its environmental consultants have developed a remedial action work plan. In addition, the Company is scheduled to meet with the EPA in fiscal 2012 to discuss options that could result in more permanent or more clearly defined remediation of the source areas of contamination at the site. In preparation for this meeting, the Company has undertaken an investigation to assess further potential site remediation and containment actions. In connection with the receipt of preliminary results of this investigation and other evaluations, the Company estimates that it will incur $7.2 million in remediation and operating costs over the next 5 to 10 years and has accrued that undiscounted amount as an operating expense in the first quarter.

The following table summarizes the undiscounted environmental remediation liability classifications included in the balance sheet as of November 30, 2011 and 2010 and August 31, 2011:

		September 30,		September 30,		September 30,
Environmental Remediation Liabilities
$ in thousands Balance Sheet Location	November 30, 2011		November 30, 2010		August 31, 2011
Other current liabilities	$	2,899	$	1,339	$	1,540
Other noncurrent liabilities		5,200		—		—

Total environmental remediation liabilities	$	8,099	$	1,339	$	1,540

ITEM 1A

– Risk Factors

There have been no material changes in our risk factors as described in our Form 10-K for the fiscal year ended August 31, 2011.

ITEM 2 – Unregistered Sales of Equity Securities and Use of Proceeds

The Company made no repurchases of its common stock under the Company’s stock repurchase plan during the quarter ended November 30, 2011; therefore, tabular disclosure is not presented. From time to time, the Company’s Board of Directors has authorized the Company to repurchase shares of the Company’s common stock. Under this share repurchase plan, the Company has existing authorization to purchase, without further announcement, up to 881,139 shares of the Company’s common stock in the open market or otherwise.

ITEM 6 – Exhibits


3.1		Restated Certificate of Incorporation of the Company, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 14, 2006.

3.2		Amended and Restated By-Laws of the Company, incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on February 3, 2011.

4.1		Specimen Form of Common Stock Certificate, incorporated by reference to Exhibit 4(a) of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2006.

10.1*		Lindsay Corporation Management Incentive Plan (“MIP”), 2012 Plan Year **

10.2*		Lindsay Corporation 2010 Long-Term Incentive Plan and forms of award agreements

10.3*		Lindsay Corporation Policy on Payment of Directors Fees and Expenses

31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350.

31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350.

32.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350.

101		The following financial information from Lindsay Corporation’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements (tagged as blocks of text).

* —	filed herein

** —

certain confidential portions of this Exhibit were omitted by means of redacting a portion of the text. This Exhibit has been filed separately with the Secretary of the Commission with the redacted text pursuant to the Company’s application requesting confidential treatment under Rule 24B-2 of the Securities Exchange Act of 1934.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 6th day of January 2012.

Exhibit 10.1

LINDSAY CORPORATION

MANAGEMENT INCENTIVE PLAN (MIP)

2012

Plan Year



		CFO Signature / Date

		CEO Signature / Date

Table of Contents


1. Purpose			1
2. Definitions			1
3. Effective Date			2
4. Eligibility for Participation			2
5. Enrollment in the Plan			2&3
6. Determination of Target Payout Levels			3&4
7. Basis of Awards			4,5,&6
8. Changes in Employment Status			6
9. Administration			6&7
Attachment A (Calculation Guideline)			8
Attachment: Financial Performance Component Elements			9

1. Purpose

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

•

Encourage performance consistent with the Company’s business strategy.

•

Focus on near-term performance results as well as progress toward the achievement of long-term objectives.

•

Strengthen the link between performance and pay by delivering awards based on measurable corporate and individual goals.

2. Definitions

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

“Company” shall mean Lindsay Corporation.

“Compensation Committee” shall mean the Compensation Committee of the Company’s Board of Directors.

“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.

“Individual Performance Component” shall mean the portion of a Participant’s Plan award that is based on a Participant’s performance relative to individual objectives established in accordance with Section 7C.

“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.

“Participant” shall mean a key employee eligible for awards under the terms outlined in Section 4 of this Plan.

“Plan” shall mean Lindsay Corporation Management Incentive Plan.

3. Effective Date

The Plan shall be effective as of September 1, 2011 and will be in effect for the 2012 bonus year. The 2012 bonus year is defined as September 1, 2011 through August 31, 2012.

4. Eligibility for Participation

Participation in the Plan is limited to individuals in positions which have significant responsibility for and impact on the Company’s corporate performance.

Only the Chief Executive Officer and those employees in grades H through J (elected officers as noted in the annual report) are eligible to be considered for participation in the Plan.

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

Initial Enrollment

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

Plan Participants will participate in the Plan at the standard target percent per grade level as listed in Section 6.

ii.

The Company’s Chief Executive Officer will review the participant list and projected bonus costs of enrolled employees with the Compensation Committee. The Compensation Committee provides final approval on the aggregate potential cost of the Plan.

Mid-year Enrollment

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

Prior to the commencement of the recruiting or promotion process, the hiring manager consults with Human Resources to determine the position’s eligibility for participation in the Plan and the recommended target bonus amount.

ii.

Offer letters indicating bonus Plan participation and target bonus award opportunities to new hires and/or promoted employees must be reviewed by the CEO or, in the case of a Named Executive Officer, by the Compensation Committee. Target bonus recommendations must be approved before communication to a prospective Participant. Generally, employees hired or promoted during the fourth quarter 2012 are not eligible to participate in the 2012 Plan.

6. Determination of Target Payout Levels

Incentive awards will be calculated as a percentage of the Participant’s annual base salary received during the Plan year, provided that annual base salary increases which are made during the first quarter of the Plan year will be treated for purposes of calculating a Participant’s bonus as if they had been made at the beginning of the Plan year. The impact of promotions or other adjustments to base pay made after the annual pay adjustment noted above will be prorated for the time in effect. While award amounts will vary based on the range of award opportunity and an assessment of individual performance results, the target award opportunities for each grade level are shown below:

		September 30,
Grade	Target % of Salary
CEO		65	%
J		50	%
I		40	%
H		30	%

Actual participation is subject to approval by the CEO and by the Compensation Committee. Actual participation is based on an assessment of the individual’s position impact on the organization.

ii.

Standard target percents per grade level should be followed for all Plan Participants.

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 Compensation Committee. Generally, fourth quarter promotions will not result in an increase in a Participant’s target award opportunity.

Examples of various award calculations are included with this Plan document as Attachment A.

The CEO will review and approve award recommendations for all employees other than Named Executive Officers prior to payout. Final approval authority for all payments (except for award payments to the Named Executive Officers) rests with the CEO. Individual award payments for all Participants (except the Named Executive Officers) may be adjusted at any time and for any reason at the discretion of the CEO.

The Compensation Committee will determine the award payments to the Named Executive Officers.

Award payments will be calculated on an annual basis and paid in accordance with the Company’s normal payroll cycle. Payments will be made during the first quarter following the Plan year. The payment date may be changed at any time and for any reason at the discretion of the CEO, or in the case of a Named Executive Officer, with approval of the Compensation Committee, but may not be later than March 15 following the end of the Plan year for which the award is paid.

7. Basis of Awards

Measurable performance objectives for each Plan Participant will be established at the beginning of the Plan year (or at mid-year for mid-year hires or newly eligible employees). In 2012, consideration will be given to:

Financial Performance Component: Company and Market financial performance vs. Plan performance objectives in accordance with Section 7B.

ii.

Individual Performance Component: Participant’s performance relative to individual goals established in accordance with Section 7C.

iii.

Individual and Financial Performance Components will be added to reach a Participant’s total bonus. The relative weighting will vary by grade in accordance with the following schedule:

		September 30,			September 30,
Grade	Financial Performance			Individual Performance
CEO		80	%		20	%
J		80	%		20	%
I		80	%		20	%
H		80	%		20	%

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

Recommended award amounts may range from 0—200% of the Financial Performance Component of the Participant’s target award, based on performance.

ii.

Percentages between the threshold, intermediate, target, and maximum award will be interpolated.

iii.

In the event of an acquisition, revenue, operating income, expenses, fees, assets, liabilities and acquisition fees resulting from the acquisition will be excluded from award payout calculations, unless the Compensation Committee approves a modification to include any such items.

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

Objectives under the Individual Performance Component may be linked to team-based goals, if appropriate

ii.

Examples of appropriate objectives under the Individual Performance Component include:

•

Safety

•

Customer Service

•

Market Share

•

On-time Delivery

•

Cost Reduction

•

Product Development

iii.

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

		September 30,
Individual Performance	Payout (as % of Target Individual Performance Component)
Does not meet objectives		0	%
Meets some objectives		50	%
Meets most objectives		75	%
Meets all objectives		100	%
Exceeds objectives		150	%
Significantly exceeds objectives		200	%

iv.

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

8. Changes in Employment Status

Under most circumstances, Participants who cease to be employees of the Company during the Plan year or after the Plan year but prior to the date of actual payment will receive no award. Only active employees on the date that the bonus is paid will be eligible to receive an award. Any exceptions will require the approval of the CEO, or in the case of a Named Executive Officer, the Compensation Committee.

In the event that a Participant transfers out of an eligible position into an ineligible position within the Company, the employee may be eligible for a prorated bonus award based upon the approval of the CEO, or in the case of a Named Executive Officer, the Compensation Committee.

In all cases awards will be calculated and paid according to the provisions in Sections 6 and 7 of this Plan document.

9. Administration

General authority for Plan administration and responsibility for ongoing Plan administration will rest with the Compensation Committee of the Company’s Board of Directors. The Compensation Committee has sole authority for decisions regarding interpretation of the terms of this Plan.

This plan is being adopted pursuant to and shall be subject to the terms of the Management Incentive Umbrella Plan as approved by stockholders on January 26, 2009.

The Company reserves the right to amend or change the Plan in whole or in part at any time during the Plan year. Amendments to the Plan require the approval of the Compensation Committee.

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.

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.

This is not an ERISA plan. This is a bonus program.

ATTACHMENT A

Award Calculation Guidelines

The following examples are to be used as guidelines in calculating bonus awards at the end of the 2012 Plan year. Managers should use their discretion in calculating actual bonus awards and may consider exceptions to the calculations below when necessary. Any such exceptions must be fully documented and are subject to review and approval by the Chief Executive Officer, or in the case of a Named Executive Officer, the Compensation Committee.

Full Year Participation

		September 30,
Individual Score:		100
Financial Performance Score:		100.00	%
Individual Score		100
Total Incentive Plan %		40	%
% Objectives to Total Incentive Plan Participation		20	%
Base Salary	$	150,000
Financial Performance Payout	$	12,000


Financial Score		100	%
Total Incentive Plan %		40	%
% Financial to Total Incentive Plan Participation		80	%
Base Salary	$	150,000

Financial Performance Payout	$	48,000

Incentive Amount	$	60,000

Time Period (weeks)		52
Proration Factor		1
Prorated Payout for Time Period	$	60,000

Mid-Year Promotion

		September 30,
Individual Score:		100
Financial Performance Score:		100.00	%

Individual Score		100
Total Incentive Plan %		40	%
% Objectives to Total Incentive Plan Participation		20	%
Base Salary	$	150,000
Financial Performance Payout	$	12,000


Financial Score		100	%
Total Incentive Plan %		40	%
% Financial to Total Incentive Plan Participation		80	%
Base Salary	$	150,000

Financial Performance Payout	$	48,000

Incentive Amount	$	60,000

Time Period (weeks)		26
Proration Factor		0.5
Prorated Payout for Time Period	$	30,000

Partial Year Participation

		September 30,
Individual Score:		100
Financial Performance Score:		100.00	%
Individual Score		100
Total Incentive Plan %		40	%
% Objectives to Total Incentive Plan Participation		20	%
Base Salary	$	150,000
Financial Performance Payout	$	12,000


Financial Score		100	%
Total Incentive Plan %		40	%
% Financial to Total Incentive Plan Participation		80	%
Base Salary	$	150,000

Financial Performance Payout	$	48,000

Incentive Amount	$	60,000

Time Period (weeks)		30
Proration Factor		0.576923
Prorated Payout for Time Period	$	34,615

Post Promotion Calculation

		September 30,
Individual Score		100
Total Incentive Plan %		50	%
% Objectives to Total Incentive Plan Participation		20	%
Base Salary	$	200,000
Financial Performance Payout	$	20,000


Financial Score		100	%
Total Incentive Plan %		50	%
% Financial to Total Incentive Plan Participation		80	%
Base Salary	$	200,000

Financial Performance Payout	$	80,000

Incentive Amount	$	100,000

Time Period (weeks)		26
Proration Factor		0.5
Prorated Payout for Time Period	$	50,000


Total Prorated Incentive Amount	$	80,000

“The Financial Performance Component Elements for Fiscal Year 2012 constitutes confidential information and has been omitted from this filing. This appendix has been filed separately with the Securities and Exchange Commission.”

Exhibit 10.2

LINDSAY CORPORATION

2010 LONG-TERM INCENTIVE PLAN

(Effective January 25, 2010)

1. Purpose . The purpose of the Lindsay Corporation 2010 Long-Term Incentive Plan (the “Plan”) is to attract and retain employees and directors for Lindsay Corporation and its subsidiaries and to provide such persons with incentives and rewards for superior performance.

2. Definitions . As used in this Plan, the following terms shall be defined as set forth below:

2.1 “ Award ” means any Options, Stock Appreciation Rights, Restricted Shares, Deferred Shares (Restricted Stock Units), Performance Shares or Performance Units granted under the Plan.

2.2 “ Award Agreement ” means an agreement, certificate, resolution or other form of writing or other evidence approved by the Committee which sets forth the terms and conditions of an Award. An Award Agreement may be in an electronic medium, may be limited to a notation on the Company’s books and records and, if approved by the Committee, need not be signed by a representative of the Company or a Participant.

2.3 “ Base Price ” means the price to be used as the basis for determining the Spread upon the exercise of a Freestanding Stock Appreciation Right.

2.4 “ Board ” means the Board of Directors of the Company.

2.5 “ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

2.6 “ Committee ” means the committee of the Board described in Section 4.

2.7 “ Company ” means Lindsay Corporation, a Delaware corporation, or any successor corporation.

2.8 “ Deferral Period ” means the period of time during which Deferred Shares (Restricted Stock Units) are subject to deferral limitations under Section 8.

2.9 “ Deferred Shares ” or “Restricted Stock Units” means an Award pursuant to Section 8 of the right to receive Shares at the end of a specified Deferral Period.

2.10 “ Employee ” means any person, including an officer, employed by the Company or a Subsidiary.

2.11 “ Fair Market Value ” means the fair market value of the Shares as determined by the Committee from time to time. Unless otherwise determined by the Committee, the fair market value shall be the closing price for the Shares reported on a consolidated basis on the New York Stock Exchange on the relevant date or, if there were no sales on such date, the closing price on the nearest preceding date on which sales occurred.

2.12 “ Freestanding Stock Appreciation Right ” means a Stock Appreciation Right granted pursuant to Section 6 that is not granted in tandem with an Option or similar right.

2.13 “ Grant Date ” means the date specified by the Committee on which a grant of an Award shall become effective, which shall not be earlier than the date on which the Committee takes action with respect thereto.

2.14 “ Incentive Stock Option ” means any Option that is intended to qualify as an “incentive stock option” under Code Section 422 or any successor provision.

2.15 “ Nonemployee Director ” means a member of the Board who is not an Employee.

2.16 “ Nonqualified Stock Option ” means an Option that is not intended to qualify as an Incentive Stock Option.

2.17 “ Option ” means any option to purchase Shares granted under Section 5.

2.18 “ Optionee ” means the person so designated in an agreement evidencing an outstanding Option.

2.19 “ Option Price ” means the purchase price payable upon the exercise of an Option.

2.20 “ Participant ” means an Employee or Nonemployee Director who is selected by the Committee to receive benefits under this Plan, provided that only Employees shall be eligible to receive grants of Incentive Stock Options.

2.21 “ Performance Objectives ” means the performance objectives established pursuant to this Plan for Participants who have received Awards. Performance Objectives may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual Participant or the Subsidiary, division, department or function within the Company or Subsidiary in which the Participant is employed. Performance Objectives may be measured on an absolute or relative basis. Relative performance may be measured by a group of peer companies or by a financial market index. Any Performance Objectives applicable to a Qualified Performance–Based Award shall be limited to specified levels of or increases in the Company’s or Subsidiary’s return on equity, earnings per share, total earnings, earnings growth, return on capital, return on assets, earnings before interest, taxes, depreciation and/or amortization, sales, sales growth, gross margin, return on investment, increase in the fair market value of the Shares, share price (including but not limited to, growth measures and total stockholder return), operating income or profit, net earnings, cash flow (including, but not limited to, operating cash flow and free cash flow), cash flow return on investment (which equals net cash flow divided by total capital), inventory turns, financial return ratios, total return to shareholders, market share, earnings measures/ratios, economic or incremental value added, economic profit, balance sheet measurements such as receivable turnover, internal rate of return, increase in net present value or expense targets, working capital measurements (such as average working capital divided by sales), customer or dealer satisfaction surveys and productivity. Any Performance Objectives may provide for adjustments to exclude the impact of any significant acquisitions or dispositions of businesses by the Company, one-time non-operating charges, or accounting changes (including the early adoption of any accounting change mandated by any governing body, organization or authority). Except in the case of a Qualified Performance–Based Award, if the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the Performance Objectives unsuitable, the Committee may modify such Performance Objectives or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable. In the case of a Qualified Performance-Based Award, any such modifications may not increase the amount payable under such Award.

2.22 “ Performance Period ” means a period of time established under Section 9 within which the Performance Objectives relating to Performance Shares, Performance Units, Deferred Shares (Restricted Stock Units) or Restricted Shares are to be achieved.

2.23 “ Performance Share ” means a bookkeeping entry that records the equivalent of one Share awarded pursuant to Section 9.

2.24 “ Performance Unit ” means a bookkeeping entry that records a unit equivalent to $1.00 awarded pursuant to Section 9.

2.25 “ Predecessor Plan ” means the Lindsay Manufacturing Co. 2006 Long-Term Incentive Plan.

2.26 “ Qualified Performance–Based Award ” means an Award or portion of an Award that is intended to satisfy the requirements for “qualified performance–based compensation” under Code Section 162(m). The Committee shall designate any Qualified Performance–Based Award as such at the time of grant.

2.27 “ Restricted Shares ” means Shares granted under Section 7 subject to a substantial risk of forfeiture.

2.28 “ Shares ” means shares of the Common Stock of the Company, $1.00 par value, or any security into which Shares may be converted by reason of any transaction or event of the type referred to in Section 11.

2.29 “ Spread ” means, in the case of a Freestanding Stock Appreciation Right, the amount by which the Fair Market Value on the date when any such right is exercised exceeds the Base Price specified in such right or, in the case of a Tandem Stock Appreciation Right, the amount by which the Fair Market Value on the date when any such right is exercised exceeds the Option Price specified in the related Option.

2.30 “ Stock Appreciation Right ” means a right granted under Section 6, including a Freestanding Stock Appreciation Right or a Tandem Stock Appreciation Right.

2.31 “ Subsidiary ” means a corporation or other entity in which the Company has a direct or indirect ownership or other equity interest, provided that for purposes of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options, “ Subsidiary ” means any corporation (within the meaning of the Code) in which the Company owns or controls directly or indirectly more than 50 percent of the total combined voting power represented by all classes of stock issued by such corporation at the time of such grant.

2.32 “ Tandem Stock Appreciation Right ” means a Stock Appreciation Right granted pursuant to Section 6 that is granted in tandem with an Option or any similar right granted under any other plan of the Company.

3. Shares Available Under the Plan .

3.1 Reserved Shares . Subject to adjustments as provided in Sections 3.2, 3.5 and 11, the maximum number of Shares that may be (i) issued or transferred upon the exercise of Options or Stock Appreciation Rights, (ii) awarded as Restricted Shares and released from substantial risk of forfeiture, (iii) issued or transferred in payment of Deferred Shares (Restricted Stock Units) or Performance Shares, or (iv) issued or transferred in payment of dividend equivalents paid with respect to Awards, shall not in the aggregate exceed 400,000 Shares, provided that, in addition, the Shares which remain available for Awards under the Predecessor Plan on the effective date of this Plan (but not to exceed 35,000 Shares) shall also be available for Awards under this Plan. Such Shares may be Shares of original issuance, Shares held in Treasury, or Shares that have been reacquired by the Company.

3.2 Accounting for Shares. For purposes of Section 3.1, the following rules will apply for counting Shares issued or transferred under the Plan:

(a) If an Award (other than a Dividend Equivalent) is denominated and payable in Shares, the number of Shares covered by such Award, or to which such Award relates, shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting Awards under the Plan.

(b) With respect to Performance Shares (including Awards described as performance stock units) which are payable in Shares, the target number of Performance Shares shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting Awards under the Plan. If more than the target number of Performance Shares is issued in satisfaction of such Award, the difference will be added to the number of Shares counted against the aggregate number of Shares available for granting Awards under the Plan at the time when the Award is settled in Shares. If less than the target number of Performance Shares is issued in satisfaction of such Award, the difference will be added back to the number of Shares available for granting Awards under the Plan at the time when the Award is settled in Shares.

(c) Dividend Equivalents denominated in Shares and Awards not denominated, but potentially payable, in Shares shall be counted against the aggregate number of Shares available for granting Awards under the Plan in such amount and at such time as the Dividend Equivalents and such Awards are settled in Shares; provided, however, that Awards that operate in tandem with (whether granted simultaneously with or at a different time from), or that are substituted for, other Awards may only be counted once against the aggregate number of Shares available, and the Committee shall adopt procedures, as it deems appropriate, in order to avoid double counting.

(d) Any Shares that are delivered by the Company, and any Awards that are granted by, or become obligations of, the Company through the assumption by the Company of, or in substitution for, outstanding awards previously granted by an acquired company, shall not be counted against the Shares available for granting Awards under this Plan.

(e) Notwithstanding anything herein to the contrary, any Shares related to Awards which terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such Shares, are settled in cash in lieu of Shares, or are exchanged with the Committee’s permission, prior to the issuance of Shares, for Awards not involving Shares, shall be available again for grant under this Plan.

(f) Shares subject to an Award under the Plan will be treated as having been issued and transferred and may not again be made available for issuance under the Plan if such Shares are: (i) Shares that were subject to an Option or a stock-settled Stock Appreciation Right and were not issued upon the net settlement or net exercise of such Option or Stock Appreciation Right, (ii) Shares delivered to the Company to pay the Option Price upon exercise of an Option, (iii) Shares delivered to or withheld by the Company to satisfy withholding taxes, or (iv) Shares repurchased on the open market with the proceeds of an Option exercise.

3.3 ISO Maximum . In no event shall the number of Shares issued upon the exercise of Incentive Stock Options exceed 400,000 Shares, subject to adjustment as provided in Section 11.

3.4 Maximum Awards . No Participant may receive Awards representing more than 350,000 Shares in any rolling 36-month period, subject to adjustment as provided in Section 11. In addition, the maximum number of Performance Units that may be granted to a Participant in any rolling 36-month period is 5,000,000.

3.5 Expired, Forfeited and Unexercised Awards . If any Award granted under this Plan expires, is forfeited or becomes unexercisable for any reason without having been exercised or paid in full, the Shares subject thereto which were not exercised or paid in full shall be available for future Awards under the Plan. Likewise, if any Award that was outstanding on December 3, 2009 under the Company’s Predecessor Plan or 2001 Long-Term Incentive Plan expires, is forfeited or becomes unexercisable for any reason without having been exercised or paid in full, the Shares subject thereto which were not exercised or paid in full shall be added to the number of Shares which are available for Awards under Section 3.1. An Award of Performance Shares (including Awards described as performance stock units) shall be treated as not having been paid in full whenever less than the target number of Performance Shares is issued in satisfaction of such Award, and the difference will be added to the number of Shares available for Awards under Section 3.1.

4. Plan Administration .

4.1 Board Committee Administration . This Plan shall be administered by the Compensation Committee appointed by the Board from among its members, provided that the full Board may at any time act as the Committee. The interpretation and construction by the Committee of any provision of this Plan or of any Award Agreement and any determination by the Committee pursuant to any provision of this Plan or any such agreement, notification or document shall be final and conclusive. No member of the Committee shall be liable to any person for any such action taken or determination made in good faith. It is intended that the Compensation Committee will consist solely of persons who, at the time of their appointment, each qualified as a “ Non-Employee Director ” under Rule 16b-3(b)(3)(i) promulgated under the Securities Exchange Act of 1934 and, to the extent that relief from the limitation of Code Section 162(m) is sought, as an “ Outside Director ” under Section 1.162-27(e)(3)(i) of the Treasury Regulations issued under Code Section 162(m).

4.2 Committee Delegation . The Committee may delegate to one or more officers of the Company the authority to grant Awards to Participants who are not directors or executive officers of the Company, provided that the Committee shall have fixed the total number of Shares or Performance Units subject to such grants. Any such delegation shall be subject to the limitations of Section 157(c) of the Delaware General Corporation Law.

4.3 Awards to Non-Employee Directors . Notwithstanding any other provision of this Plan to the contrary, all Awards to Non-Employee Directors must be authorized by the full Board pursuant to recommendations made by the Compensation Committee.

5. Options . The Committee may from time to time authorize grants to Participants of Options to purchase Shares upon such terms and conditions as the Committee may determine in accordance with the following provisions:

5.1 Number of Shares . Each grant shall specify the number of Shares to which it pertains.

5.2 Option Price . Each grant shall specify an Option Price per Share, which shall be equal to or greater than the Fair Market Value per Share on the Grant Date, except as provided in Section 11.

5.3 Consideration . Each grant shall specify the form of consideration to be paid in satisfaction of the Option Price and the manner of payment of such consideration, which may include (i) cash in the form of currency or check or other cash equivalent acceptable to the Company, (ii) nonforfeitable, unrestricted Shares owned by the Optionee which have a value at the time of exercise that is equal to the Option Price, (iii) any other legal consideration that the Committee may deem appropriate on such basis as the Committee may determine in accordance with this Plan, or (iv) any combination of the foregoing.

5.4 Cashless Exercise . To the extent permitted by applicable law, the Option Price and any applicable statutory minimum withholding taxes may be paid from the proceeds of sale through a bank or broker on the date of exercise of some or all of the Shares to which the exercise relates.

5.5 Performance–Based Options . Any grant of an Option may specify Performance Objectives that must be achieved as a condition to exercise of the Option.

5.6 Vesting . Each Option grant may specify a period of continuous employment of the Optionee by the Company or any Subsidiary (or, in the case of a Nonemployee Director, service on the Board) that is necessary before the Options or installments thereof shall become exercisable, and any grant may provide for the earlier exercise of such rights in the event of a change in control of the Company or other similar transaction or event.

5.7 ISO Dollar Limitation . Options granted under this Plan may be Incentive Stock Options, Nonqualified Stock Options or a combination of the foregoing, provided that only Nonqualified Stock Options may be granted to Nonemployee Directors. Each grant shall specify whether (or the extent to which) the Option is an Incentive Stock Option or a Nonqualified Stock Option. Notwithstanding any such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Options designated as Incentive Stock Options are exercisable for the first time by an Optionee during any calendar year (under all plans of the Company) exceeds $100,000, such Options shall be treated as Nonqualified Stock Options.

5.8 Exercise Period . No Option granted under this Plan may be exercised more than ten years from the Grant Date.

5.9 Award Agreement . Each grant shall be evidenced by an Award Agreement containing such terms and provisions as the Committee may determine consistent with this Plan.

6. Stock Appreciation Rights . The Committee may also authorize grants to Participants of Stock Appreciation Rights. A Stock Appreciation Right is the right of the Participant to receive from the Company an amount, which shall be determined by the Committee and shall be expressed as a percentage (not exceeding 100 percent) of the Spread at the time of the exercise of such right. Any grant of Stock Appreciation Rights under this Plan shall be upon such terms and conditions as the Committee may determine in accordance with the following provisions:

6.1 Payment in Cash or Shares . Any grant may specify that the amount payable upon the exercise of a Stock Appreciation Right will be paid by the Company in cash, Shares or any combination thereof or may grant to the Participant or reserve to the Committee the right to elect among those alternatives.

6.2 Maximum SAR Payment . Any grant may specify that the amount payable upon the exercise of a Stock Appreciation Right shall not exceed a maximum specified by the Committee on the Grant Date.

6.3 Exercise Period . Any grant may specify (i) a waiting period or periods before Stock Appreciation Rights shall become exercisable and (ii) permissible dates or periods on or during which Stock Appreciation Rights shall be exercisable.

6.4 Change in Control . Any grant may specify that a Stock Appreciation Right may be exercised only in the event of a change in control of the Company or other similar transaction or event.

6.5 Dividend Equivalents . On or after the Grant Date of any Stock Appreciation Rights, the Committee may provide for the payment to the Participant of dividend equivalents thereon in cash or Shares on a current, deferred or contingent basis with respect to any or all dividends or other distributions paid by the Company.

6.6 Award Agreement . Each grant shall be evidenced by an Award Agreement which shall describe the subject Stock Appreciation Rights, identify any related Options, state that the Stock Appreciation Rights are subject to all of the terms and conditions of this Plan and contain such other terms and provisions as the Committee may determine consistent with this Plan.

6.7 Tandem Stock Appreciation Rights . Each grant of a Tandem Stock Appreciation Right shall provide that such Tandem Stock Appreciation Right may be exercised only (i) at a time when the related Option (or any similar right granted under any other plan of the Company) is also exercisable and the Spread is positive and (ii) by surrender of the related Option (or such other right) for cancellation.

6.8 Exercise Period . No Stock Appreciation Right granted under this Plan may be exercised more than ten years from the Grant Date.

6.9 Freestanding Stock Appreciation Rights . Regarding Freestanding Stock Appreciation Rights only:

(a) Each grant shall specify in respect of each Freestanding Stock Appreciation Right a Base Price per Share, which shall be equal to or greater than the Fair Market Value on the Grant Date, except as provided in Section 11;

(b) Successive grants may be made to the same Participant regardless of whether any Freestanding Stock Appreciation Rights previously granted to such Participant remain unexercised; and

(c) Each grant shall specify the period or periods of continuous employment of the Participant by the Company or any Subsidiary (or, in the case of a Nonemployee Director, service on the Board) that are necessary before the Freestanding Stock Appreciation Rights or installments thereof shall become exercisable, and any grant may provide for the earlier exercise of such rights in the event of a change in control of the Company or other similar transaction or event.

7. Restricted Shares . The Committee may also authorize grants to Participants of Restricted Shares upon such terms and conditions as the Committee may determine in accordance with the following provisions:

7.1 Transfer of Shares . Each grant shall constitute an immediate transfer of the ownership of Shares to the Participant in consideration of the performance of services, subject to the substantial risk of forfeiture and restrictions on transfer hereinafter referred to.

7.2 Consideration . To the extent permitted by Delaware law, each grant may be made without additional consideration from the Participant or in consideration of a payment by the Participant that is less than the Fair Market Value on the Grant Date.

7.3 Substantial Risk of Forfeiture . Each grant shall provide that the Restricted Shares covered thereby shall be subject to a “substantial risk of forfeiture” within the meaning of Code Section 83 for a period to be determined by the Committee on the Grant Date, and any grant or sale may provide for the earlier termination of such risk of forfeiture in the event of a change in control of the Company or other similar transaction or event.

7.4 Dividend, Voting and Other Ownership Rights . Unless otherwise determined by the Committee, an award of Restricted Shares shall entitle the Participant to dividend, voting and other ownership rights during the period for which such substantial risk of forfeiture is to continue.

7.5 Restrictions on Transfer . Each grant shall provide that, during the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Shares shall be prohibited or restricted in the manner and to the extent prescribed by the Committee on the Grant Date. Such restrictions may include, without limitation, rights of repurchase or first refusal in the Company or provisions subjecting the Restricted Shares to a continuing substantial risk of forfeiture in the hands of any transferee.

7.6 Performance–Based Restricted Shares . Any grant or the vesting thereof may be further conditioned upon the attainment of Performance Objectives established by the Committee in accordance with the applicable provisions of Section 9 regarding Performance Shares and Performance Units.

7.7 Dividends . Any grant may require that any or all dividends or other distributions paid on the Restricted Shares during the period of such restrictions be automatically sequestered and paid on a deferred basis when the restrictions lapse or reinvested on an immediate or deferred basis in additional Shares, which may be subject to the same restrictions as the underlying Award or such other restrictions as the Committee may determine.

7.8 Award Agreements . Each grant shall be evidenced by an Award Agreement containing such terms and provisions as the Committee may determine consistent with this Plan. Unless otherwise directed by the Committee, all certificates representing Restricted Shares, together with a stock power that shall be endorsed in blank by the Participant with respect to such Shares, shall be held in custody by the Company until all restrictions thereon lapse.

8. Deferred Shares (Restricted Stock Units) . The Committee may authorize grants of Deferred Shares (Restricted Stock Units) to Participants upon such terms and conditions as the Committee may determine in accordance with the following provisions:

8.1 Deferred Compensation . Each grant shall constitute the agreement by the Company to issue or transfer Shares to the Participant in the future in consideration of the performance of services, subject to the fulfillment during the Deferral Period of such conditions as the Committee may specify.

8.2 Consideration . Each grant may be made without additional consideration from the Participant or in consideration of a payment by the Participant that is less than the Fair Market Value on the Grant Date.

8.3 Deferral Period . Each grant shall provide that the Deferred Shares (Restricted Stock Units) covered thereby shall be subject to a Deferral Period, which shall be fixed by the Committee on the Grant Date, and any grant or sale may provide for the earlier termination of such period in the event of a change in control of the Company or other similar transaction or event.

8.4 Dividend Equivalents and Other Ownership Rights . During the Deferral Period, the Participant shall not have any right to transfer any rights under the subject Award, shall not have any rights of ownership in the Deferred Shares and shall not have any right to vote such shares, but the Committee may on or after the Grant Date authorize the payment of dividend equivalents on such shares in cash or additional Shares on a current, deferred or contingent basis with respect to any or all dividends or other distributions paid by the Company.

8.5 Performance Objectives . Any grant or the vesting thereof may be further conditioned upon the attainment of Performance Objectives established by the Committee in accordance with the applicable provisions of Section 9 regarding Performance Shares and Performance Units.

8.6 Award Agreement . Each grant shall be evidenced by an Award Agreement containing such terms and provisions as the Committee may determine consistent with this Plan.

9. Performance Shares and Performance Units . The Committee may also authorize grants of Performance Shares and Performance Units, which shall become payable to the Participant upon the achievement of specified Performance Objectives, upon such terms and conditions as the Committee may determine in accordance with the following provisions:

9.1 Number of Performance Shares or Units . Each grant shall specify the number of Performance Shares or Performance Units to which it pertains, which may be subject to adjustment to reflect changes in compensation or other factors.

9.2 Performance Period . The Performance Period with respect to each Performance Share or Performance Unit shall be determined by the Committee and set forth in the Award Agreement and may be subject to earlier termination in the event of a change in control of the Company or other similar transaction or event.

9.3 Performance Objectives . Each grant shall specify the Performance Objectives that are to be achieved by the Participant.

9.4 Threshold Performance Objectives . Each grant may specify in respect of the specified Performance Objectives a minimum acceptable level of achievement below which no payment

will be made and may set forth a formula for determining the amount of any payment to be made if performance is at or above such minimum acceptable level but falls short of the maximum achievement of the specified Performance Objectives.

9.5 Payment of Performance Shares and Units . Each grant shall specify the time and manner of payment of Performance Shares or Performance Units that shall have been earned, and any grant may specify that any such amount will be paid by the Company in cash, Shares or any combination thereof or may grant to the Participant or reserve to the Committee the right to elect among those alternatives.

9.6 Maximum Payment . Any grant of Performance Shares may specify that the amount payable with respect thereto may not exceed a maximum specified by the Committee on the Grant Date. Any grant of Performance Units may specify that the amount payable, or the number of Shares issued, with respect thereto may not exceed maximums specified by the Committee on the Grant Date.

9.7 Dividend Equivalents . Any grant of Performance Shares may provide for the payment to the Participant of dividend equivalents thereon in cash or additional Shares on a current, deferred or contingent basis with respect to any or all dividends or other distributions paid by the Company.

9.8 Adjustment of Performance Objectives . If provided in the terms of the grant, the Committee may adjust Performance Objectives and the related minimum acceptable level of achievement if, in the sole judgment of the Committee, events or transactions have occurred after the Grant Date that are unrelated to the performance of the Participant and result in distortion of the Performance Objectives or the related minimum acceptable level of achievement; provided, however, in the case of a Qualified Performance-Based Award any such modifications may not increase the amount payable under such Award.

9.9 Award Agreement . Each grant shall be evidenced by an Award Agreement which shall state that the Performance Shares or Performance Units are subject to all of the terms and conditions of this Plan and such other terms and provisions as the Committee may determine consistent with this Plan.

10. Transferability .

10.1 Transfer Restrictions . Except as provided in Sections 10.2 and 10.4, no Award granted under this Plan shall be transferable by a Participant other than upon death by will or the laws of descent and distribution or designation of a beneficiary in a form acceptable to the Committee, and Options and Stock Appreciation Rights shall be exercisable during a Participant’s lifetime only by the Participant or, in the event of the Participant’s legal incapacity, by his guardian or legal representative acting in a fiduciary capacity on behalf of the Participant under state law. Any attempt to transfer an Award in violation of this Plan shall render such Award null and void.

10.2 Limited Transfer Rights . The Committee may expressly provide in an Award Agreement (or an amendment to an Award Agreement) that a Participant may transfer such Award (other than an Incentive Stock Option), in whole or in part, to a spouse or lineal descendant (a “ Family Member ”), a trust for the exclusive benefit of Family Members, a partnership or other entity in which all the beneficial owners are Family Members, or any other entity affiliated with the Participant that may be approved by the Committee. Subsequent transfers of Awards shall be prohibited except in accordance with this Section 10.2. All terms and conditions of the Award, including provisions relating to the termination of the Participant’s employment or service with the Company or a Subsidiary, shall continue to apply following a transfer made in accordance with this Section 10.2.

10.3 Restrictions on Transfer . Any Award made under this Plan may provide that all or any part of the Shares that are (i) to be issued or transferred by the Company upon the exercise of Options or Stock Appreciation Rights, upon the termination of the Deferral Period applicable to Deferred Shares (Restricted Stock Units) or upon payment under any grant of Performance Shares or Performance Units, or (ii) no longer subject to the substantial risk of forfeiture and restrictions on transfer referred to in Section 7, shall be subject to further restrictions upon transfer.

10.4 Domestic Relations Orders . Notwithstanding the foregoing provisions of this Section 10, any Award made under this Plan may be transferred as necessary to fulfill any domestic relations order as defined in Code Section 414(p)(1)(B).

11. Adjustments . The Committee shall make or provide for such adjustments in the (a) number of Shares covered by outstanding Options, Stock Appreciation Rights, Deferred Shares (Restricted Stock Units), Restricted Shares and Performance Shares granted hereunder, (b) prices per share applicable to such Options and Stock Appreciation Rights, and (c) kind of shares covered thereby (including shares of another issuer), as the Committee in its sole discretion may in good faith determine to be equitably required in order to prevent dilution or enlargement of the rights of Participants that otherwise would result from (x) any stock dividend, stock split, combination or exchange of Shares, recapitalization or other change in the capital structure of the Company, (y) any merger, consolidation, spin–off, spin–out, split–off, split–up, reorganization, partial or complete liquidation or other distribution of assets (other than a normal cash dividend), issuance of rights or warrants to purchase securities or (z) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event, the Committee may provide in substitution for any or all outstanding Awards under this Plan such alternative consideration as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the cancellation or surrender of all Awards so replaced. The Committee shall also make or provide for such adjustments in each of the limitations specified in Section 3 as the Committee in its sole discretion may in good faith determine to be appropriate in order to reflect any transaction or event described in this Section 11. In the event the Company shall assume outstanding employee awards or the right or obligation to make such awards in connection with the acquisition of another business or another corporation or business entity, the Committee may make such adjustments, not inconsistent with the terms of the Plan, in the terms of Awards as it shall deem appropriate in order to achieve reasonable comparability or other equitable relationship between the assumed awards and the Awards granted under the Plan as so adjusted.

11.1 Change in Control . The Committee shall also be authorized to determine and specify in any Award Agreement provisions which shall apply upon a change in control of the Company. A “ Change in Control ” of the Company for purposes of Awards made under this Plan shall mean any of the following events: (a) a dissolution or liquidation of the Company, (b) a sale of substantially all of the assets of the Company, (c) a merger or combination involving the Company after which the owners of Common Stock of the Company immediately prior to the merger or combination own less than 50% of the outstanding shares of common stock of the surviving corporation, or (d) the acquisition of more than 50% of the outstanding shares of Common Stock of the Company, whether by tender offer or otherwise, by any “ person ” (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934) other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company. The decision of the Committee as to whether a Change in Control has occurred shall be conclusive and binding.

11.2 Cash-Out . In connection with any change in control, the Committee, without the consent of Participants, may determine that (i) any or all outstanding Options or Stock Appreciation Rights shall be automatically exercised and cashed out in exchange for a cash payment for such Options and Stock Appreciation Rights which may not exceed the Spread between the Option Price or Base Price and Fair Market Value on the date of exercise, and (ii) any or all other outstanding Awards shall be cashed out in exchange for such consideration as the Committee may in good faith determine to be equitable under the circumstances.

12. Fractional Shares . The Company shall not be required to issue any fractional Shares pursuant to this Plan. The Committee may provide for the elimination of fractions or for the settlement thereof in cash.

13. Withholding Taxes . To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with any payment made or benefit realized by a Participant or other person under this Plan, it shall be a condition to the receipt of such payment or the realization of such benefit that the Participant or such other person make arrangements satisfactory to the Company for payment of all such taxes required to be withheld. At the discretion of the Committee, such arrangements may include relinquishment of a portion of such benefit. The Fair Market Value of any Shares withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable minimum statutory tax withholding rates.

14. Certain Terminations of Employment, Hardship and Approved Leaves of Absence . Notwithstanding any other provision of this Plan to the contrary, in the event of termination of employment by reason of death, disability, normal retirement, early retirement with the consent of the Company or leave of absence approved by the Company, or in the event of hardship or other special circumstances, of a Participant who holds an Option or Stock Appreciation Right that is not immediately and fully exercisable, any Restricted Shares as to which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, any Deferred Shares (Restricted Stock Units) as to which the Deferral Period is not complete, any Performance Shares or Performance Units that have not been fully earned, or any Shares that are subject to any transfer restriction pursuant to Section 10.3, the Committee may in its sole discretion take any action that it deems to be equitable under the circumstances or in the best interests of the Company, including, without limitation, waiving or modifying any limitation or requirement with respect to any Award under this Plan. However, any such actions taken by the Committee must comply with the provisions of Section 21 and the requirements of Code Section 409A and with Code Section 162(m) for Qualified Performance-Based Awards.

15. Foreign Participants . In order to facilitate the making of any grant or combination of grants under this Plan, the Committee may provide for such special terms for Awards to Participants who are foreign nationals, or who are employed by or perform services for the Company or any Subsidiary outside of the United States of America, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to, or amendments, restatements or alternative versions of, this Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of this Plan as in effect for any other purpose, provided that no such supplements, amendments, restatements or alternative versions shall include any provisions that are inconsistent with the terms of this Plan, as then in effect, unless this Plan could have been amended to eliminate such inconsistency without further approval by the stockholders of the Company.

16. Amendments and Other Matters .

16.1 Plan Amendments . This Plan may be amended from time to time by the Board, but no such amendment shall increase any of the limitations specified in Section 3, other than to reflect an adjustment made in accordance with Section 11, without the further approval of the stockholders of the Company. The Board may condition any amendment on the approval of the stockholders of the Company if such approval is necessary or deemed advisable with respect to the applicable listing or other requirements of a national securities exchange or other applicable laws, policies or regulations.

16.2 Award Deferrals . The Committee may permit Participants to elect to defer the issuance of Shares or the settlement of Awards in cash under the Plan pursuant to such rules, procedures or programs as it may establish for purposes of this Plan. In the case of an award of Restricted Shares, the deferral may be effected by the Participant’s agreement to forego or exchange his or her award of Restricted Shares and receive an award of Deferred Shares (Restricted Stock Units). The Committee also may provide that deferred settlements include the payment or crediting of interest on the deferral amounts, or the payment or crediting of dividend equivalents where the deferral amounts are denominated in Shares. However, any Award deferrals which the Committee permits must comply with the provisions of Section 21 and the requirements of Code Section 409A.

16.3 Conditional Awards . The Committee may condition the grant of any award or combination of Awards under the Plan on the surrender or deferral by the Participant of his or her right to receive a cash bonus or other compensation otherwise payable by the Company or any Subsidiary to the Participant, provided that any such grant must comply with the provisions of Section 21 and the requirements of Code Section 409A.

16.4 Repricing Prohibited . The terms of outstanding Awards may not be amended to reduce the Option Price of outstanding Options or Base Price of outstanding Stock Appreciation Rights or cancel outstanding Options or Stock Appreciation Rights in exchange for cash, other Awards or Options or Stock Appreciation Rights with an Option Price or Base Price that is less than the Option Price or Base Price of the original Options or Stock Appreciation Rights without stockholder approval, provided that nothing herein shall prevent the Committee from taking any action provided for in Section 11.

16.5 No Employment Right . This Plan shall not confer upon any Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary and shall not interfere in any way with any right that the Company or any Subsidiary would otherwise have to terminate any Participant’s employment or other service at any time.

16.6 Tax Qualification . To the extent that any provision of this Plan would prevent any Option that was intended to qualify under particular provisions of the Code from so qualifying, such provision of this Plan shall be null and void with respect to such Option, provided that such provision shall remain in effect with respect to other Options, and there shall be no further effect on any provision of this Plan.

16.7 Amendments to Comply with Laws, Regulations or Rules. Notwithstanding any other provision of the Plan or any Award Agreement to the contrary, in its sole and absolute discretion and without the consent of any Participant, the Board may amend the Plan, and the Committee may amend any Award Agreement, to take effect retroactively or otherwise as it deems necessary or advisable for the purpose of conforming the Plan or such Award Agreement to any present or future law, regulation or rule applicable to the Plan, including, but not limited to, Code Section 409A.

17. Effective Date . This Plan shall become effective upon its approval by the stockholders of the Company.

18. Termination . This Plan shall terminate on the tenth anniversary of the date upon which it is approved by the stockholders of the Company, and no Award shall be granted after that date.

19. Limitations Period . Any person who believes he or she is being denied any benefit or right under the Plan may file a written claim with the Committee. Any claim must be delivered to the Committee within forty-five (45) days of the specific event giving rise to the claim. Untimely claims will not be processed and shall be deemed denied. The Committee, or its designated agent, will notify the Participant of its decision in writing as soon as administratively practicable. Claims not responded to by the Committee in writing within ninety (90) days of the date the written claim is delivered to the Committee shall be deemed denied. The Committee’s decision shall be final, conclusive and binding on all persons. No lawsuit relating to the Plan may be filed before a written claim is filed with the Committee and is denied or deemed denied, and any lawsuit must be filed within one year of such denial or deemed denial or be forever barred.

20. Governing Law . The validity, construction and effect of this Plan and any Award hereunder will be determined in accordance with the Delaware General Corporation Law, except to the extent governed by applicable federal law.

21. Compliance with Code Section 409A .

21.1 Awards Subject to Section 409A . The provisions of this Section 21 shall apply to any Award or portion thereof that is or becomes subject to Code Section 409A (“ Section 409A ”), notwithstanding any provision to the contrary contained in the Plan or the Award Agreement applicable to such Award. Awards subject to Section 409A include, without limitation:

(a) Any Nonqualified Stock Option or Stock Appreciation Right that permits the deferral of compensation other than the deferral of recognition of income until the exercise of the Award.

(b) Any other Award that either (i) provides by its terms for settlement of all or any portion of the Award on one or more dates following the Short-Term Deferral Period (as defined below) or (ii) permits or requires the Participant to elect one or more dates on which the Award will be settled.

Subject to any applicable U.S. Treasury Regulations promulgated pursuant to Section 409A or other applicable guidance, the term “ Short-Term Deferral Period ” means the period ending on the later of (i) the date that is two and one-half months from the end of the Company’s fiscal year in which the applicable portion of the Award is no longer subject to a substantial risk of forfeiture or (ii) the date that is two and one-half months from the end of the Participant’s taxable year in which the applicable portion of the Award is no longer subject to a substantial risk of forfeiture. For this purpose, the term “ substantial risk of forfeiture ” shall have the meaning set forth in any applicable U.S. Treasury Regulations promulgated pursuant to Section 409A or other applicable guidance.

21.2 Deferral and/or Distribution Elections . Except as otherwise permitted or required by Section 409A or any applicable U.S. Treasury Regulations promulgated pursuant to Section 409A or other applicable guidance, the following rules shall apply to any deferral and/or distribution elections (each, an “ Election ”) that may be permitted or required by the Committee pursuant to an Award subject to Section 409A:

(a) All Elections must be in writing and specify the amount of the distribution in settlement of an Award being deferred, as well as the time and form of distribution as permitted by this Plan.

(b) All Elections shall be made by the end of the Participant’s taxable year prior to the year in which services commence for which an Award may be granted to such Participant; provided, however, that if the Award qualifies as “ performance-based compensation ” for purposes of Section 409A and is based on services performed over a period of at least twelve (12) months, then the Election may be made no later than six (6) months prior to the end of such period.

(c) Elections shall continue in effect until a written election to revoke or change such Election is received by the Company, except that a written election to revoke or change such Election must be made prior to the last day for making an Election determined in accordance with paragraph (b) above or as permitted by Section 21.3.

21.3 Subsequent Elections . Any Award subject to Section 409A which permits a subsequent Election to delay the distribution or change the form of distribution in settlement of such Award shall comply with the following requirements:

(a) No subsequent Election may take effect until at least twelve (12) months after the date on which the subsequent Election is made;

(b) Each subsequent Election related to a distribution in settlement of an Award not described in Section 21.4(b), 21.4(c) or 21.4(f) must result in a delay of the distribution for a period of not less than five (5) years from the date such distribution would otherwise have been made; and

(c) No subsequent Election related to a distribution pursuant to Section 21.4(d) shall be made less than twelve (12) months prior to the date of the first scheduled payment under such distribution.

21.4 Distributions Pursuant to Deferral Elections . No distribution in settlement of an Award subject to Section 409A may commence earlier than:

(a) Separation from service (as determined pursuant to U.S. Treasury Regulations or other applicable guidance);

(b) The date the Participant becomes Disabled (as defined below);

(d) A specified time (or pursuant to a fixed schedule) that is either (i) specified by the Committee upon the grant of an Award and set forth in the Award Agreement evidencing such Award or (ii) specified by the Participant in an Election complying with the requirements of Section 21.2 and/or 21.3, as applicable;

(e) To the extent provided by U.S. Treasury Regulations promulgated pursuant to Section 409A or other applicable guidance, a change in the ownership or effective control or the Company or in the ownership of a substantial portion of the assets of the Company; or

(f) The occurrence of an Unforeseeable Emergency (as defined below).

Notwithstanding anything else herein to the contrary, to the extent that a Participant is a “ Specified Employee ” (as defined in Code Section 409A(a)(2)(B)(i)), no distribution pursuant to Section 21.4(a) in settlement of an Award subject to Section 409A may be made before the date which is six (6) months after such Participant’s date of separation from service, or, if earlier, the date of the Participant’s death.

21.5 Unforeseeable Emergency . The Committee shall have the authority to provide in the Award Agreement evidencing any Award subject to Section 409A for distribution in settlement of all or a portion of such Award in the event that a Participant establishes, to the satisfaction of the Committee, the occurrence of an Unforeseeable Emergency (as defined in Section 409A). In such event, the amount(s) distributed with respect to such Unforeseeable Emergency cannot exceed the amounts necessary to satisfy such Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of such distribution(s), after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). All distributions with respect to an Unforeseeable Emergency shall be made in a lump sum as soon as practicable following the Committee’s determination that an Unforeseeable Emergency has occurred. The occurrence of an Unforeseeable Emergency shall be judged and determined by the Committee. The Committee’s decision with respect to whether an Unforeseeable Emergency has occurred and the manner in which, if at all, the distribution in settlement of an Award shall be altered or modified, shall be final, conclusive, and not subject to approval or appeal.

21.6 Disabled . The Committee shall have the authority to provide in the Award Agreement evidencing any Award subject to Section 409A for distribution in settlement of such Award in the event that the Participant becomes Disabled. A Participant shall be considered “ Disabled ” if either:

(a) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or

(b) the Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participant’s employer.

All distributions payable by reason of a Participant becoming Disabled shall be paid in a lump sum or in periodic installments as established by the Participant’s Election, commencing as soon as practicable following the date the Participant becomes Disabled. If the Participant has made no Election with respect to distributions upon becoming Disabled, all such distributions shall be paid in a lump sum as soon as practicable following the date the Participant becomes Disabled.

21.7 Death . If a Participant dies before complete distribution of amounts payable upon settlement of an Award subject to Section 409A, such undistributed amounts shall be distributed to his or her beneficiary under the distribution method for death established by the Participant’s Election as soon as administratively possible following receipt by the Committee of satisfactory notice and confirmation of the Participant’s death. If the Participant has made no Election with respect to distributions upon death, all such distributions shall be paid in a lump sum as soon as practicable following the date of the Participant’s death.

21.8 No Acceleration of Distributions . Notwithstanding anything to the contrary herein, this Plan does not permit the acceleration of the time or schedule of any distribution under this Plan in settlement of an Award subject to Section 409A, except as provided by Section 409A and/or U.S. Treasury Regulations promulgated pursuant to Section 409A or other applicable guidance.

22. Predecessor Plan . Upon stockholder approval of this Plan pursuant to Section 17, no new awards will be granted under the Predecessor Plan; provided that the annual grants of Restricted Stock Units to Nonemployee Directors will be made under the Predecessor Plan on the effective date of this Plan, and all outstanding awards under the Predecessor Plan on the effective date of this Plan will be satisfied from the Shares which are available and have been reserved under the Predecessor Plan.

LINDSAY CORPORATION

Restricted Stock Units

Granted Pursuant to the

2010 Long-Term Incentive Plan

Agreement with New U.S. Employee

Lindsay Corporation (“Company”) grants to you, as a matter of separate inducement and not in lieu of salary or other compensation for services, the following award of Restricted Stock Units (“Units”) pursuant to the Lindsay Corporation 2010 Long-Term Incentive Plan (“Plan”). Except as otherwise specified in the attached Terms and Conditions or herein, vesting of the Units is conditioned upon you being continuously employed by the Company or a subsidiary from the Grant Date to each relevant vesting date.

Restricted Stock Units

You are awarded the following Restricted Stock Units. Each Unit is the equivalent of one Share of Common Stock and will be distributed on the relevant vesting date (or as soon thereafter as practicable) in the form of Shares of Common Stock. The Units will vest ratably (one-third each year) on the next three November 1 following the Grant Date.

Grantee:

Grant Date:

Units Awarded :

You acknowledge that you have received this Agreement with the attached Terms and Conditions, and you agree to accept and be bound by the provisions of the Plan and this Agreement including the Terms and Conditions effective as of the Grant Date.

I have received, and agree to comply with, the Lindsay Corporation Code of Business Conduct and Ethics policy, including the section concerning Insider Trading.

GRANT DATE:

LINDSAY CORPORATION

2010 LONG-TERM INCENTIVE PLAN

TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS

GRANTED TO U.S. EMPLOYEES

These terms and condition are made part of the Agreement dated as of the Grant Date indicated above awarding Restricted Stock Units pursuant to the terms of the Lindsay Corporation 2010 Long-Term Incentive Plan (“Plan”). All capitalized terms used herein shall have the meaning set forth in the Plan, unless the Agreement (including these terms and conditions) specifies a different meaning.

Section 1 . Form and Purpose of Award . Each Restricted Stock Unit (“Unit”) represents a non-transferable right to receive one Share of the Company’s Common Stock ($1.00 par value) on the applicable vesting date (or as soon thereafter as practicable). The purpose of this award is to motivate your future performance and to align your interests with those of the Company and its shareholders.

Section 2. Special Cash Dividend Equivalents . If any special cash dividend (other than regular quarterly dividends) is paid by the Company on its Common Stock while Restricted Stock Units under this award are outstanding, you will be credited with additional Units, the number of which shall be determined by first (i) multiplying the number of your outstanding Units on the payment date of the special cash dividend (“Dividend Payment Date”) by the per share dollar amount of the special cash dividend, and then (ii) dividing the resulting amount by the Fair Market Value of a Share of Common Stock on the Dividend Payment Date (such additional Units being referred to herein as “Special Cash Dividend Equivalents”). Additional Units which are credited as Special Cash Dividend Equivalents will be treated for purposes of vesting and payment (and any other applicable terms and conditions) as if part of the original Units in relation to which such additional Units are credited as Special Cash Dividend Equivalents. No cash payment or dividend equivalent shall be payable in connection with any regular quarterly dividends which are paid by the Company on its Common Stock.

Section 3. Vesting Dates/Vesting Periods .

3.1 The Units will vest according to the vesting schedule in your Agreement, provided that you are continuously employed by the Company through the relevant vesting date or you meet the requirements for vesting described below. The period from the Grant Date to each vesting date will be a separate vesting period.

3.2 All outstanding Units shall become fully vested and immediately payable upon a Change in Control (as such term is defined in the Plan) of the Company.

3.3 All outstanding Units shall become fully vested and immediately payable if your employment with the Company is terminated due to your death or permanent and total disability. In the event of your death, your outstanding Units will be distributed in Shares of Common Stock to your designated beneficiary on file with the Company, or if no beneficiary has been designated or survives you, then to your estate.

3.4 Except as provided in this Section 3, all of your outstanding Units shall be forfeited if your employment with the Company terminates for any reason (including retirement) prior to the relevant vesting date set forth in the vesting schedule in your Agreement.

Section 4. Withholding Taxes . The Company will retain from each distribution the number of Shares of Common Stock required to satisfy the statutory minimum required amount of Federal and State tax withholding obligations.

Section 5. Miscellaneous Provisions .

5.1 Restricted Stock Units do not convey the rights of ownership of Shares of Common Stock and do not carry voting rights. Shares of Common Stock will not be issued to you until Units have vested, and Shares will be issued in accordance with the Company’s procedures for issuing Common Stock. The Company’s obligation hereunder is unfunded.

5.2 All outstanding Units shall be appropriately adjusted as determined by the Committee in the event of any stock dividends, stock splits or reverse stock splits of Common Stock of the Company. No fractional Shares of Common Stock will be issued. The Company may make such adjustments as it deems appropriate to eliminate fractional Share interests.

5.3 The Agreement may only be amended in writing with the approval of the Committee. The Agreement will be binding upon any successor in interest to Lindsay Corporation by merger or otherwise.

5.4 Nothing contained in the Agreement shall confer on the Grantee any right with respect to continuation of employment with the Company, or interfere with the right of the Company to terminate at any time and for any reason the employment of the Grantee.

5.5 The Units and rights under the Agreement may not be sold, conveyed, assigned, transferred, pledged or otherwise disposed of or encumbered at any time, except upon the Grantee’s death by will or the laws of descent and distribution or written designation of a beneficiary by the Grantee in a form acceptable to the Company. Any attempted action in violation of this paragraph shall be null, void and without effect.

5.6 The Company intends that the grant of Units under the Agreement will not be subject to Section 409A of the Internal Revenue Code of 1986, as amended, because all payments with respect to the Units will qualify for the exception from coverage under Section 409A for short-term deferrals. The Agreement shall be interpreted in a manner which is consistent with the foregoing intent. The Committee may not take any action or exercise any discretion under the Plan in a manner which will cause the Units granted under the Agreement to be subject to Code Section 409A. Each payment which becomes due under the Agreement shall be made as soon as practicable on or after the date when the right to receive the payment vests. The latest date for any payment shall be the end of the calendar year in which the Grantee’s right to receive the payment becomes vested, or if this is not practicable, not later than the 15 ^th day of the third month following the end of such calendar year.

LINDSAY CORPORATION

Restricted Stock Units

Granted Pursuant to the

2010 Long-Term Incentive Plan

Agreement with U.S. Employee

Restricted Stock Units

You are awarded the following Restricted Stock Units. Each Unit is the equivalent of one Share of Common Stock and will be distributed on the relevant vesting date (or as soon thereafter as practicable) in the form of Shares of Common Stock. The Units will vest ratably (one-third each year) on November 1st of the next three calendar years following the Grant Date.

Grantee:

Grant Date:

Units Awarded :


LINDSAY CORPORATION

By:
Name:

I have received, and agree to comply with, the Lindsay Corporation Code of Business Conduct and Ethics policy, including the section concerning Insider Trading.


GRANTEE

By:
Name:

GRANT DATE:

LINDSAY CORPORATION

2010 LONG-TERM INCENTIVE PLAN

TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS

GRANTED TO U.S. EMPLOYEES

Section 3. Vesting Dates/Vesting Periods .

3.2 All outstanding Units shall become fully vested and immediately payable upon a Change in Control (as such term is defined in the Plan) of the Company.

Section 5. Miscellaneous Provisions .

5.3 The Agreement may only be amended in writing with the approval of the Committee. The Agreement will be binding upon any successor in interest to Lindsay Corporation by merger or otherwise.

LINDSAY CORPORATION

Performance Stock Units

Granted Pursuant to the

2010 Long-Term Incentive Plan

Agreement with U.S. Employee

Lindsay Corporation (“Company”) grants to you, as a matter of separate inducement and not in lieu of salary or other compensation for services, the following award of Performance Stock Units (“Units”) pursuant to the Lindsay Corporation 2010 Long-Term Incentive Plan (“Plan”). Except as otherwise specified in the attached Appendix A or Terms and Conditions or herein, vesting of the Units is conditioned upon you being continuously employed by the Company or a subsidiary from the Grant Date to the vesting date.

Performance Stock Units

You are awarded the target number of Performance Stock Units set forth below. Each Unit is the equivalent of one Share of Common Stock. You can earn up to a maximum of 200% of the target number of Units awarded based on the performance goals and the payout schedule for the Performance Period which are set forth in Appendix A and Chart A to this Agreement. As soon as practicable after the end of the Performance Period, the Compensation Committee of the Board of Directors of the Company (the “Committee”) will determine and certify in writing the extent to which Units have been earned based on the Company’s actual performance in relation to the established performance goals and the payout schedule set forth in Appendix A and Chart A. All Units which the Committee determines have been earned will be distributed on the vesting date (or as soon thereafter as practicable) in the form of Shares of Common Stock. The Units will vest on November 1st following the end of the Performance Period.

Grantee:

Grant Date:

Target Number of Units Awarded :

Performance Period:


LINDSAY CORPORATION

By:
Name:

I have received, and agree to comply with, the Lindsay Corporation Code of Business Conduct and Ethics policy, including the section concerning Insider Trading.

I acknowledge and agree that if any of the Company’s financial statements are restated, as a result of errors, omissions or fraud, the Company may recover from me the portion of any annual or long-term incentive payment that was made to me within three years preceding the restatement which exceeded the amount that would have been payable had the financial results been initially filed as restated. The Company may recover any such amount (i) by seeking repayment from me, (ii) by reducing the amount that would otherwise be payable to me under any compensation plan, program or arrangement of the Company, (iii) by withholding payment of future increases in compensation or grants of compensatory awards, or (iv) by any combination of the foregoing or otherwise.


GRANTEE

By:
Name:

PERFORMANCE PERIOD:

LINDSAY CORPORATION

2010 LONG-TERM INCENTIVE PLAN

TERMS AND CONDITIONS OF PERFORMANCE STOCK UNITS

GRANTED TO U.S. EMPLOYEES

These terms and condition are made part of the Agreement for the Performance Period indicated above awarding Performance Stock Units pursuant to the terms of the Lindsay Corporation 2010 Long-Term Incentive Plan (“Plan”). All capitalized terms used herein shall have the meaning set forth in the Plan, unless the Agreement (including these terms and conditions) specifies a different meaning.

Section 1 . Form and Purpose of Award . Each Performance Stock Unit (“Unit”) represents a non-transferable right to receive one Share of the Company’s Common Stock ($1.00 par value) on the vesting date (or as soon thereafter as practicable). The number of Units which become payable to you will be determined pursuant to the provisions of the Agreement. The purpose of this award is to motivate your future performance and to align your interests with those of the Company and its shareholders.

Section 2. Special Cash Dividend Equivalents . If any special cash dividend (other than regular quarterly dividends) is paid by the Company on its Common Stock while Performance Stock Units under this award are outstanding, you will be credited with additional Units, the number of which shall be determined by first (i) multiplying the number of your outstanding Units on the payment date of the special cash dividend (“Dividend Payment Date”) which become payable to you under the provisions of the Agreement by the per share dollar amount of the special cash dividend, and then (ii) dividing the resulting amount by the Fair Market Value of a Share of Common Stock on the Dividend Payment Date (such additional Units being referred to herein as “Special Cash Dividend Equivalents”). Additional Units which are credited as Special Cash Dividend Equivalents will be treated for purposes of vesting and payment (and any other applicable terms and conditions) as if part of the original Units in relation to which such additional Units are credited as Special Cash Dividend Equivalents. No cash payment or dividend equivalent shall be payable in connection with any regular quarterly dividends which are paid by the Company on its Common Stock.

Section 3. Vesting Dates .

3.1 All outstanding Units that are earned under the provisions of the Agreement will vest on the date set forth in your Agreement, provided that you are continuously employed by the Company through the vesting date or you meet the requirements for vesting described below.

3.2 All outstanding Units that are earned under the provisions of the Agreement shall become fully vested and immediately payable upon a Change in Control (as such term is defined in the Plan) of the Company.

3.3 All outstanding Units that are earned under the provisions of the Agreement shall become fully vested and immediately payable if your employment with the Company is terminated due to your death or permanent and total disability. In the event of your death, your outstanding Units which are earned will be distributed in Shares of Common Stock to your designated beneficiary on file with the Company, or if no beneficiary has been designated or survives you, then to your estate.

Section 5. Miscellaneous Provisions .

5.1 Performance Stock Units do not convey the rights of ownership of Shares of Common Stock and do not carry voting rights. Shares of Common Stock will not be issued to you until Units have vested, and Shares will be issued in accordance with the Company’s procedures for issuing Common Stock. The Company’s obligation hereunder is unfunded.

5.3 The Agreement may only be amended in writing with the approval of the Committee. The Agreement will be binding upon any successor in interest to Lindsay Corporation by merger or otherwise.

LINDSAY CORPORATION

Nonqualified Stock Options

Granted Pursuant to the

2010 Long-Term Incentive Plan

Agreement with U.S. Employee

Lindsay Corporation (“Company”) grants to you, as a matter of separate inducement and not in lieu of salary or other compensation for services, the following award of Nonqualified Stock Options (“Options”) pursuant to the Lindsay Corporation 2010 Long-Term Incentive Plan (“Plan”). Except as otherwise specified in the attached Terms and Conditions or herein, vesting of the Options is conditioned upon you being continuously employed by the Company or a subsidiary from the Grant Date to each relevant vesting date.

Nonqualified Stock Options

You are awarded the following Nonqualified Stock Options. Each Option is an option to purchase one Share of Common Stock at the Option Price set forth below, which is equal to the closing price on the New York Stock Exchange of the Company’s Common Stock on the Grant Date. The Options will vest ratably (one-fourth each year) on November 1 of the next four calendar years following the Grant Date.

Grantee/Optionee:

Grant Date:

Number of Option Shares:

Option Price Per Share:


LINDSAY CORPORATION

By:
Name:

I have received, and agree to comply with, the Lindsay Corporation Code of Business Conduct and Ethics policy, including the section concerning Insider Trading.


GRANTEE

By:
Name:

GRANT DATE:

LINDSAY CORPORATION

2010 LONG-TERM INCENTIVE PLAN

TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTIONS

GRANTED TO U.S. EMPLOYEES

These terms and conditions are made part of the Agreement dated as of the Grant Date indicated above awarding Nonqualified Stock Options pursuant to the terms of the Lindsay Corporation 2010 Long-Term Incentive Plan (“Plan”). All capitalized terms used herein shall have the meaning set forth in the Plan, unless the Agreement (including these terms and conditions) specifies a different meaning.

Section 1. Form and Purpose of Award . Each Nonqualified Stock Option (“Option”) represents a right to purchase one Share of the Company’s Common Stock ($1.00 par value) upon payment of the Option Price as set forth in your Agreement. The purpose of this award is to motivate your future performance and to align your interests with those of the Company and its shareholders. The Options granted under this award may only be exercised for Options which have vested under Section 2 herein and before termination of the Options under Section 4 herein.

Section 2. Vesting Dates/Vesting Periods .

2.1 The Options will vest according to the vesting schedule in your Agreement, provided that you are continuously employed by the Company through the relevant vesting date or you meet the requirements for vesting described below. The period from the Grant Date to each vesting date will be a separate vesting period.

2.2 All outstanding Options shall become fully vested upon a Change in Control (as such term is defined in the Plan) of the Company which occurs when you are employed by the Company.

2.3 All outstanding Options shall become fully vested if your employment with the Company is terminated due to your death or permanent and total disability.

2.4 Except as provided in this Section 2, all of your outstanding Options which are not then vested shall be forfeited when your employment with the Company terminates for any reason.

Section 3. Payment of Option Price and Withholding Taxes .

3.1 Payment of the Option Price shall be in (i) in cash (which may be paid from the sale of Shares of Common Stock pursuant to a cashless exercise program), (ii) by the transfer and delivery to the Company of Shares of Common Stock having a fair market value on the date of exercise of this Option at least equal to the Option Price, (iii) any combination of (i) and (ii), or (iv) any other form of payment approved by the Compensation Committee of the Board of Directors (the “Compensation Committee”) of the Company.

3.2 The Optionee shall also pay the minimum required amount of any State and Federal taxes required to be withheld at the time of issuance of Shares hereunder, or if no such taxes are required to be withheld at the time of such issuance, shall pay to the Company the amount of such taxes thereafter required to be withheld. Such payment shall be made (i) in cash (which may be paid from the sale of Shares of Common Stock pursuant to a cashless exercise program), (ii) by the transfer and delivery to the Company of Shares of Common Stock having a fair market value on the date of such transfer to the Company equal to the minimum amount of any State and Federal taxes required to be withheld, (iii) any combination of (i) and (ii), or (iv) any other form of payment approved by the Compensation Committee.

Section 4. Termination of Option .

4.1 This Option shall expire 10 years after the Grant Date (hereafter referred to as the “Expiration Date”), or at such earlier time as is hereinafter prescribed.

4.2 If the Optionee’s employment with the Company shall be terminated for any reason other than death or permanent and total disability, the Optionee shall have the right, during the period ending 90 days after such termination (or on the Expiration Date, if sooner), to exercise this Option to the extent that it was exercisable at the date of Optionee’s termination of employment and shall not have been exercised.

4.3 If the Optionee shall die while in employment with the Company, the executor or administrator of the estate of the Optionee or the person or persons to whom this Option shall have been validly transferred by the executor or the administrator pursuant to will or the laws of descent and distribution or the beneficiary designated by the Optionee shall have the right, during the period ending one year after the date of the Optionee’s death (or on the Expiration Date, if sooner), to exercise this Option to the extent that it was exercisable at the date of Optionee’s termination of employment by death (including any Options that become fully vested pursuant to Section 2.3 hereof) and shall not have been exercised.

4.4 If the Optionee shall terminate employment with the Company due to becoming permanently and totally disabled, the Optionee (or in the case Optionee becomes mentally incapacitated, his guardian or legal representative) shall have the right, during a period ending one year after such termination of employment due to disability (or on the Expiration Date, if sooner), to exercise this Option to the extent that it was exercisable at the date of termination of Optionee’s employment with the Company due to disability (including any Options that become fully vested pursuant to Section 2.3 hereof) and shall not have been exercised.

4.5 No transfer of this Option by the Optionee by will or the laws of descent and distribution or written designation of a beneficiary shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and an authenticated copy of the will and/or such other evidence as the Company may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions of this Option.

Section 5. Antidilution and Miscellaneous Provisions.

5.1 The adjustment provisions of Section 11 of the Plan shall apply to this Option. The manner of application of these provisions and all adjustments of the number of Shares and Option Price of this Option shall be determined solely by the Compensation Committee.

5.2 The cash-out provisions of Section 11.2 of the Plan, which allow the Compensation Committee to determine to cash out Options in connection with any Change in Control of the Company, shall apply to this Option.

5.3 The provisions of Section 16.7 of the Plan shall apply to this Option, and this Option is granted subject to compliance with registration, listing and other legal requirements.

Section 6. Exercise Procedure.

6.1 This Option may be exercised in whole at any time for all Shares which are then vested and eligible to be exercised, or in part from time to time with respect to whole Shares, within the period permitted for the exercise hereof, and shall be exercised by written notice of intent to exercise the Option with respect to a specified number of Shares delivered to the Company at its principal office or in such other manner as the Company may permit, and payment in full (in the manner provided in Section 3 hereof) to the Company of the amount of the Option Price for the number of Shares of Common Stock with respect to which the Option is then being exercised.

6.2 By executing this Agreement Optionee authorizes the Company to withhold, or Optionee agrees to pay to the Company, the full amount of all Federal and State income or other employment taxes applicable to taxable income resulting from the exercise of this Option.

Section 7 . Transferability . This Option is not transferable except by will or the laws of descent and distribution or written designation of a beneficiary in a form acceptable to the Compensation Committee or as may otherwise be permitted by the Compensation Committee pursuant to Section 10 of the Plan. During the lifetime of the Optionee the Option shall be exercisable only by the Optionee, or in the case Optionee becomes mentally incapacitated, the Option shall be exercisable by the Optionee’s guardian or legal representative, except in the case of any transfer of the Option which has been approved by the Compensation Committee pursuant to Section 10 of the Plan.

Section 8 . Rights of Optionee . Nothing herein contained shall confer on the Optionee any right with respect to continuation of employment with the Company, or interfere with the right of the Company to terminate at any time the employment of the Optionee or, except as to Shares actually issued, confer any rights as a stockholder upon the Optionee.

Section 9. Other Provisions.

9.1 The Agreement may only be amended in writing with the approval of the Compensation Committee. The Agreement will be binding upon any successor in interest to Lindsay Corporation by merger or otherwise.

9.2 The Company intends that the grant of Options under the Agreement will not be subject to Section 409A of the Internal Revenue Code of 1986, as amended. The Agreement shall be interpreted in a manner which is consistent with the foregoing intent. The Compensation Committee may not take any action or exercise any discretion under the Plan in a manner which will cause the Options granted under the Agreement to be subject to Code Section 409A.

LINDSAY CORPORATION

Restricted Stock Units

Granted To New Director Pursuant to the

2010 Long-Term Incentive Plan

Agreement with New Director

Lindsay Corporation (“Company”) grants to you, as a matter of separate inducement to become a Director and not in lieu of other compensation for services, the following award of Restricted Stock Units (“Units”) pursuant to the Lindsay Corporation 2010 Long-Term Incentive Plan (“Plan”). Except as otherwise specified in the attached Terms and Conditions or herein, vesting of the Units is conditioned upon you continuing to serve as a Director of the Company from the Grant Date to each relevant vesting date.

Restricted Stock Units

Grantee:

Grant Date:

Units Awarded :

I have received, and agree to comply with, the Lindsay Corporation Code of Business Conduct and Ethics policy, including the section concerning Insider Trading.

GRANT DATE:

LINDSAY CORPORATION

2010 LONG-TERM INCENTIVE PLAN

TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS

GRANTED TO NEW DIRECTORS

Section 3. Vesting Dates/Vesting Periods .

3.1 The Units will vest according to the vesting schedule in your Agreement, provided that you are continuing to serve as a Director of the Company through the relevant vesting date or you meet the requirements for vesting described below. The period from the Grant Date to each vesting date will be a separate vesting period.

3.2 All outstanding Units shall become fully vested and immediately payable upon a Change in Control (as such term is defined in the Plan) of the Company.

3.3 All outstanding Units shall become fully vested and immediately payable if your service as a Director of the Company is terminated due to your death or permanent and total disability. In the event of your death, your outstanding Units will be distributed in Shares of Common Stock to your designated beneficiary on file with the Company, or if no beneficiary has been designated or survives you, then to your estate.

3.4 Except as provided in this Section 3, all of your outstanding Units shall be forfeited if your service as a Director of the Company terminates for any reason (including retirement) prior to the relevant vesting date set forth in the vesting schedule in your Agreement.

Section 4. No Withholding Taxes . There are no withholding taxes applicable to this award.

Section 5. Miscellaneous Provisions .

5.3 The Agreement may only be amended in writing with the approval of the Board upon recommendation of the Committee. The Agreement will be binding upon any successor in interest to Lindsay Corporation by merger or otherwise.

5.4 Nothing contained in the Agreement shall confer on the Grantee any right with respect to continuation of service as a Director of the Company.

5.6 The Company intends that the grant of Units under the Agreement will not be subject to Section 409A of the Internal Revenue Code of 1986, as amended, because all payments with respect to the Units will qualify for the exception from coverage under Section 409A for short-term deferrals. The Agreement shall be interpreted in a manner which is consistent with the foregoing intent. The Committee and Board may not take any action or exercise any discretion under the Plan in a manner which will cause the Units granted under the Agreement to be subject to Code Section 409A. Each payment which becomes due under the Agreement shall be made as soon as practicable on or after the date when the right to receive the payment vests. The latest date for any payment shall be the end of the calendar year in which the Grantee’s right to receive the payment becomes vested, or if this is not practicable, not later than the 15 ^th day of the third month following the end of such calendar year.

LINDSAY CORPORATION

Restricted Stock Units

Granted Pursuant to the

2010 Long-Term Incentive Plan

Agreement with Director

Lindsay Corporation (“Company”) grants to you, as a matter of separate inducement and not in lieu of other compensation for services, the following award of Restricted Stock Units (“Units”) pursuant to the Lindsay Corporation 2010 Long-Term Incentive Plan (“Plan”). Except as otherwise specified in the attached Terms and Conditions or herein, vesting of the Units is conditioned upon you continuing to serve as a Director of the Company from the Grant Date to the vesting date.

Restricted Stock Units

You are awarded the following Restricted Stock Units. Each Unit is the equivalent of one Share of Common Stock and will be distributed on the vesting date (or as soon thereafter as practicable) in the form of Shares of Common Stock. The Units will vest on November 1 next following the Grant Date.

Grantee:

Grant Date:

Units Awarded :

I have received, and agree to comply with, the Lindsay Corporation Code of Business Conduct and Ethics policy, including the section concerning Insider Trading.

GRANT DATE:

LINDSAY CORPORATION

2010 LONG-TERM INCENTIVE PLAN

TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS

GRANTED TO DIRECTORS

Section 1 . Form and Purpose of Award . Each Restricted Stock Unit (“Unit”) represents a non-transferable right to receive one Share of the Company’s Common Stock ($1.00 par value) on the vesting date (or as soon thereafter as practicable). The purpose of this award is to motivate your future performance and to align your interests with those of the Company and its shareholders.

Section 3. Vesting Dates/Vesting Periods .

3.1 The Units will vest on November 1 next following the Grant Date, provided that you are continuing to serve as a Director of the Company through the vesting date or you meet the requirements for vesting described below.

3.2 All outstanding Units shall become fully vested and immediately payable upon a Change in Control (as such term is defined in the Plan) of the Company.

Section 4. No Withholding Taxes . There are no withholding taxes applicable to this award.

Section 5. Miscellaneous Provisions .

5.4 Nothing contained in the Agreement shall confer on the Grantee any right with respect to continuation of service as a Director of the Company.

5.6 The Company intends that the grant of Units under the Agreement will not be subject to Section 409A of the Internal Revenue Code of 1986, as amended, because all payments with respect to the Units will qualify for the exception from coverage under Section 409A for short-term deferrals. The Agreement shall be interpreted in a manner which is consistent with the foregoing intent. The Committee and Board may not take any action or exercise any discretion under the Plan in a manner which will cause the Units granted under the Agreement to be subject to Code Section 409A. Each payment which becomes due under the Agreement shall be made as soon as practicable on or after the date when the right to receive the payment vests. The latest date for any payment shall be the end of the calendar year in which the Grantee’s right to receive the payment becomes vested, or if this is not practicable, not later than the 15 ^th day of the third month following the end of such calendar year.

Exhibit 10.3

LINDSAY CORPORATION

POLICY ON PAYMENT OF DIRECTOR FEES AND EXPENSES

Outside Directors who are not employees of the Company are compensated or have expenses reimbursed as follows, effective September 1, 2011:

•	$35,000 Annual Fee as Director: Payment of $17,500 is made by check in September and March ($35,000total).

•

$35,000 Annual Fee as Chairman of Board of Directors: Payment of $17,500 is made by check in September and March ($35,000 total) in addition to the annual fee as a Director, if the Chairman of the Board is an outside Director; provided that the Chairman of the Board may not also receive an additional fee for serving as Chairman of any standing or special committee.

•

$10,000 Annual Fee as Chairman of the Audit Committee, $8,000 Annual Fee as Chairman of the Compensation Committee and $5,000 Annual Fee as Chairman of the Corporate Governance and Nominating Committee: Payment of one-half of the fee is made by check in September and March in addition to the annual fee as a Director; provided that the annual fee to serve as the Chairman of any Committee shall not be payable if the Chairman of such Committee is also serving as Chairman of the Board of Directors.

•	$1,400 per day for attending meetings of the Board of Directors. This meeting fee shall apply to meetings by telephone or video conference which are four hours or more, and a reduced meeting fee of $1,000 shall apply to meetings by telephone or video conference which are less than four hours.

•

$1,000 per day for attending separate or special committee meetings which are not on the same day as a Board of Directors meeting, including meetings by telephone or video conference which last less than four hours This meeting fee is for all committee meetings on the same day and not per committee.

•

Lindsay will reimburse outside Directors for actual and reasonable expenses they incur associated with travel for Lindsay meetings or other Lindsay business, including first class commercial airfare (or travel by private plane for distances of less than 1,000 miles if commercial air travel is difficult or inconvenient or more than 1,000 miles if authorized or approved by the Chairman of the Board of Directors or the Chairman of the Audit Committee), car rental, taxi, parking, meals, tips and hotel expenses. Reimbursement for other expenses may be authorized or approved by the Chairman of the Board of Directors or the Chairman of the Audit Committee.

•

Directors who are not employees of the Company receive annual grants of restricted stock units with an award value of $55,000 with the grant being made on the date of the annual meeting of stockholders. The number of units awarded will equal $55,000 divided by the closing stock price on the date of grant. These restricted stock units vest on November 1 following the date of grant.

•

New directors who are not employees of the Company that join the Board of Directors at a time other than the annual meeting of stockholders receive a one-time grant of restricted stock units with an award value equal to the prorated amount of the last annual grant of restricted stock units based on the amount of time the new director will serve on the Board of Directors until the next annual meeting of stockholders, with the grant being made on the date of their first regular Board meeting as a director. The number of units awarded will equal the prorated amount divided by the closing stock price on the date of grant. These

restricted stock units vest on the earlier of November 1 following the date of grant or the date of the next annual meeting of stockholders. For the sake of clarity, this prorated grant of restricted stock units will not apply to a new director who joins the Board of Directors at an annual meeting of the stockholders.

EXHIBIT 31.1

CERTIFICATION

I, Richard W. Parod, certify that:

I have reviewed this quarterly report on Form 10-Q of Lindsay Corporation;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


/s/ RICHARD W. PAROD						President and Chief Executive Officer
Richard W. Parod						January 6, 2012

EXHIBIT 31.2

CERTIFICATION

I, James C. Raabe, certify that:

I have reviewed this quarterly report on Form 10-Q of Lindsay Corporation;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


/s/ JAMES C. RAABE						Vice President and Chief Financial Officer
James C. Raabe						January 6, 2012

EXHIBIT 32.1

CERTIFICATION

In connection with the accompanying Quarterly Report on Form 10-Q (the “Report”) of Lindsay Corporation (the “Company”) for the quarter ended November 30, 2011, I, Richard W. Parod, Chief Executive Officer of the Company and I, James C. Raabe, Chief Financial Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ R ICHARD W. P AROD

Richard W. Parod

President and Chief Executive Officer

/s/ JAMES C. RAABE

James C. Raabe

Vice President and Chief Financial Officer

January 6, 2012

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.