LINDSAY CORP (Form: 10-Q, Received: 12/23/2015 16:05:43)

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, 2015

¨	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 December 18, 2015, 11,135,450 shares of the registrant’s common stock were outstanding.

Lindsay Corporation

INDEX FORM 10-Q


	Page No.

Part I – FINANCIAL INFORMATION

ITEM 1 – *Financial Statements*

Condensed Consolidated Statements of Operations for the three months ended November 30, 2015 and 2014		3

Condensed Consolidated Statements of Comprehensive Income for the three months ended November 30, 2015 and 2014		4

Condensed Consolidated Balance Sheets as of November 30, 2015 and 2014 and August 31, 2015		5

Condensed Consolidated Statements of Cash Flows for the three months ended November 30, 2015 and 2014		6

Notes to the Condensed Consolidated Financial Statements		7

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

ITEM 3 - *Quantitative and Qualitative Disclosures about Market Risk*		21

ITEM 4 - *Controls and Procedures*		21

Part II – OTHER INFORMATION

ITEM 1 - *Legal Proceedings*		21

ITEM 1A - *Risk Factors*		21

ITEM 2 - *Unregistered Sales of Equity Securities and Use of Proceeds*		22

ITEM 6 - *Exhibits*		23

SIGNATURES		24

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Part I – FINANCIAL INFORMATION

ITEM 1 - Financial Statements

Lindsay Corporation and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three months ended
($ and shares in thousands, except per share amounts)	November 30, 2015			November 30, 2014

Operating revenues	$	121,622		$	134,845
Cost of operating revenues		87,208			97,931

Gross profit		34,414			36,914


Operating expenses:
Selling expense		9,992			9,417
General and administrative expense		9,015			12,871
Engineering and research expense		3,659			2,724

Total operating expenses		22,666			25,012


Operating income		11,748			11,902

Other income (expense):
Interest expense		(1,196	)		(71	)
Interest income		164			172
Other expense, net		(320	)		(342	)


Earnings before income taxes		10,396			11,661

Income tax expense		3,452			4,093


Net earnings	$	6,944		$	7,568


Earnings per share:
Basic	$	0.62		$	0.62
Diluted	$	0.62		$	0.62

Shares used in computing earnings per share:
Basic		11,259			12,224
Diluted		11,288			12,274

Cash dividends declared per share	$	0.280		$	0.270

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

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Lindsay Corporation and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Three months ended
($ in thousands)	November 30, 2015			November 30, 2014

Net earnings	$	6,944		$	7,568

Other comprehensive income (loss):
Defined benefit pension plan adjustment, net of tax		5			32
Foreign currency translation adjustment, net of hedging activities and tax		(1,566	)		(3,973	)

Total other comprehensive loss, net of tax expense of $644 and $556		(1,561	)		(3,941	)

Total comprehensive income	$	5,383		$	3,627

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

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Lindsay Corporation and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


($ and shares in thousands, except par values)	November 30, 2015			November 30, 2014			August 31, 2015
ASSETS
Current Assets:
Cash and cash equivalents	$	129,260		$	139,287		$	139,093
Receivables, net of allowance of $8,485, $2,530, and $9,706, respectively		70,403			89,165			74,063
Inventories, net		78,246			77,010			74,930
Deferred income taxes		12,305			17,107			15,807
Other current assets		18,494			18,853			18,274

Total current assets		308,708			341,422			322,167


Property, plant and equipment:
Cost		183,630			170,051			181,598
Less accumulated depreciation		(104,641	)		(99,150	)		(102,942	)

Property, plant and equipment, net		78,989			70,901			78,656


Intangibles, net		50,598			30,821			51,920
Goodwill		76,497			36,634			76,801
Other noncurrent assets, net of allowance of $0, $2,017, and $0, respectively		6,824			10,299			6,924

Total assets	$	521,616		$	490,077		$	536,468


LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	39,106		$	48,648		$	38,814
Current portion of long-term debt		194			—			193
Other current liabilities		48,255			60,972			56,105

Total current liabilities		87,555			109,620			95,112


Pension benefits liabilities		6,500			6,530			6,569
Long-term debt		117,124			—			117,173
Deferred income taxes		18,583			11,903			18,971
Other noncurrent liabilities		10,162			9,190			10,083

Total liabilities		239,924			137,243			247,908


Shareholders’ Equity:
Preferred stock of $1 par value - Authorized 2,000 shares; no shares issued and outstanding		—			—			—
Common stock of $1 par value - authorized 25,000 shares; 18,713, 18,674, and 18,684 shares issued at November 30, 2015 and 2014 and August 31, 2015, respectively		18,713			18,674			18,684
Capital in excess of stated value		55,287			52,650			55,184
Retained earnings		462,713			449,658			458,903
Less treasury stock - at cost, 7,531, 6,578, and 7,394 shares at November 30, 2015 and 2014 and August 31, 2015, respectively		(238,152	)		(162,006	)		(228,903	)
Accumulated other comprehensive loss, net		(16,869	)		(6,142	)		(15,308	)

Total shareholders’ equity		281,692			352,834			288,560

Total liabilities and shareholders’ equity	$	521,616		$	490,077		$	536,468

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

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Lindsay Corporation and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three months ended
($ in thousands)	November 30, 2015			November 30, 2014

CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	6,944		$	7,568
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		4,295			3,748
Provision for uncollectible accounts receivable		153			169
Deferred income taxes		2,060			(774	)
Share-based compensation expense		906			1,099
Other, net		1,648			1,368
Changes in assets and liabilities:
Receivables		2,503			1,792
Inventories		(3,749	)		(5,347	)
Other current assets		982			(1,513	)
Accounts payable		733			7,300
Other current liabilities		(6,322	)		(8,131	)
Current income taxes payable		(1,089	)		(3,441	)
Other noncurrent assets and liabilities		(614	)		1,857

Net cash provided by operating activities		8,450			5,695


CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(4,705	)		(3,649	)
Proceeds from settlement of net investment hedges		231			1,889
Payments for settlement of net investment hedges		(512	)		(329	)
Other investing activities, net		749			—

Net cash used in investing activities		(4,237	)		(2,089	)


CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options		72			—
Common stock withheld for payroll tax withholdings		(719	)		(1,699	)
Principal payments on long-term debt		(48	)		—
Excess tax benefits from share-based compensation		53			501
Repurchase of common shares		(9,249	)		(29,986	)
Dividends paid		(3,134	)		(3,276	)

Net cash used financing activities		(13,025	)		(34,460	)


Effect of exchange rate changes on cash and cash equivalents		(1,021	)		(1,701	)

Net change in cash and cash equivalents		(9,833	)		(32,555	)
Cash and cash equivalents, beginning of period		139,093			171,842

Cash and cash equivalents, end of period	$	129,260		$	139,287

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

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Lindsay Corporation and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 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 (“U.S. GAAP”) as contained in Lindsay Corporation’s (the “Company”) Annual Report on Form 10-K. Accordingly, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended August 31, 2015.

In the opinion of management, the condensed consolidated financial statements of the Company reflect all adjustments (consisting of 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 U.S. GAAP. 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.

Note 2 – New Accounting Pronouncements

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date. The standard provides a single model for revenue arising from contracts with customers and supersedes current revenue recognition guidance. The ASU requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of goods or services. The ASU will replace existing revenue recognition guidance in U.S. GAAP and becomes effective in the first quarter of fiscal year 2019. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The guidance permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through a cumulative adjustment. The Company is currently evaluating the impact the adoption will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method, nor has it determined the effect of the standard on its ongoing financial reporting.

In September 2015, the FASB issued ASU No. 2015-16, Business Combinations . The standard requires an entity to recognize adjustments to provisional amounts resulting from business combinations to be recognized in the period in which they are determined. The standard requires the acquirer to record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, result from the change to provisional amounts, calculated as if the accounting had been completed at the acquisition date. The Company elected to adopt the standard in September 2015. The adoption of ASU 2015-16 did not have a material impact on our condensed consolidated financial statements.

In November 2015, the FASB issued ASU No. 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes. The standard requires an entity to classify all deferred tax assets and liabilities as noncurrent. In addition, companies will no longer allocate valuation allowances between current and noncurrent because all valuation allowances will also be classified as noncurrent. The effective date of ASU No. 2015-17 will be the first quarter of fiscal 2018 with early adoption permitted. The guidance allows companies to apply the update either on a retrospective or prospective basis. The Company does not expect this standard to have a material impact on the consolidated financial statements.

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Note 3 – Net Earnings per Share

The following table shows the computation of basic and diluted net earnings per share for the three months ended November 30, 2015 and 2014:


	Three months ended
($ and shares in thousands, except per share amounts)	November 30, 2015		November 30, 2014
Numerator:
Net earnings	$	6,944	$	7,568
Denominator:
Weighted average shares outstanding		11,259		12,224
Diluted effect of stock awards		29		50

Weighted average shares outstanding assuming dilution		11,288		12,274


Basic net earnings per share	$	0.62	$	0.62
Diluted net earnings per share	$	0.62	$	0.62

Certain stock options and restricted stock units were excluded from the computation of diluted net earnings per share because their effect would have been anti-dilutive. Performance stock units are excluded from the calculation of dilutive potential common shares until the threshold performance conditions have been satisfied. The following table shows the securities excluded from the computation of earnings per share because their effect would have been anti-dilutive:


	Three months ended November 30,
Units and options in thousands	2015		2014
Restricted stock units		15		10
Stock options		63		58

Note 4 – Acquisitions

In connection with business acquisitions, the Company records the estimated fair value of the identifiable assets acquired, liabilities assumed, goodwill, and any non-controlling interest in the acquired, all determined as of the date of acquisition. The Company records acquisition and integration expenses as part of general and administrative expenses on the consolidated statement of operations. There were no acquisition and integration expenses incurred during the three months ended November 30, 2015 and $0.6 million of acquisition and integration expenses incurred during the three months ended November 30, 2014.

On July 20, 2015, the Company completed the acquisition of SPF Water Engineering, LLC (“SPF”) based in Boise, Idaho. SPF is a full-service water resource consulting firm offering water supply studies, well design and construction, water and wastewater system design, water rights consulting and more. The Company paid $2.5 million, which was financed with cash on hand, for total purchase consideration of $2.4 million net of cash acquired of $0.1 million. The allocation of the purchase price to the tangible and intangible assets acquired was finalized in the first quarter of fiscal 2016 with no changes from the preliminary amounts reported in the Company’s most recent annual report.

Note 5 – 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 income tax rate. The tax effects of such discrete events are recognized in the interim period in which the events occur. The Company recorded no material discrete items for the three months ended November 30, 2015 and 2014.

The Company recorded income tax expense of $3.5 million and $4.1 million for the three months ended November 30, 2015 and 2014, respectively. The estimated annual effective income tax rate was 33.2 percent and 35.1 percent for the three months ended November 30, 2015 and 2014, respectively.

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Note 6 – Inventories

Inventories consisted of the following as of November 30, 2015, November 30, 2014 and August 31, 2015:


($ in thousands)	November 30, 2015			November 30, 2014			August 31, 2015
Raw materials and supplies	$	26,611		$	21,006		$	29,427
Work in process		8,623			9,343			7,318
Finished goods and purchased parts		48,569			54,015			44,269

Total inventory value before LIFO adjustment		83,803			84,364			81,014
Less adjustment to LIFO value		(5,557	)		(7,354	)		(6,084	)

Inventories, net	$	78,246		$	77,010		$	74,930

Note 7 – Credit Arrangements

Senior Notes

On February 19, 2015, the Company issued $115.0 million in aggregate principal amount of its Senior Notes, Series A, entirely due and payable on February 19, 2030 (the “Senior Notes”). Borrowings under the Senior Notes are unsecured and have equal priority with borrowings under the Company’s other senior unsecured indebtedness. Interest is payable semi-annually at an annual rate of 3.82 percent.

Amended Credit Agreement

On February 18, 2015, the Company entered into a $50 million unsecured Amended and Restated Revolving Credit Agreement (the “Amended Credit Agreement”), with Wells Fargo Bank, National Association (the “Bank”). The Amended Credit Agreement amends and restates the Revolving Credit Agreement, dated January 24, 2008, and last amended on January 22, 2014. The Company intends to use borrowings under the Amended Credit Agreement for working capital purposes and to fund acquisitions. At November 30, 2015 and 2014, the Company had no outstanding borrowings under the Amended Credit Agreement or the Revolving Credit Facility, respectively. The amount of borrowings available at any time under the Amended Credit Agreement is reduced by the amount of standby letters of credit then outstanding. At November 30, 2015, the Company had the ability to borrow up to $44.4 million under this facility, after consideration of outstanding standby letters of credit of $5.6 million. Borrowings under the Amended Credit Agreement bear interest at a variable rate equal to LIBOR plus 90 basis points (1.14 percent at November 30, 2015), subject to adjustment as set forth in the Amended Credit Agreement. 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 Credit Agreement. Borrowings under the Amended Credit Agreement will be unsecured and have equal priority with borrowings under the Company’s other senior unsecured indebtedness. Unpaid principal and interest is due by February 18, 2018.

Each of the agreements above contains certain covenants relating primarily to the Company’s financial condition. These financial covenants include a funded debt to EBITDA leverage ratio and an interest coverage ratio. Upon the occurrence of any event of default of these covenants, including a change in control of the Company, all amounts outstanding thereunder may be declared to be immediately due and payable. At November 30, 2015 and 2014 and August 31, 2015, the Company was in compliance with all financial loan covenants contained in its credit agreements in place as of each of those dates.

Elecsys Series 2006A Bonds

The Company’s wholly-owned subsidiary, Elecsys Corporation has outstanding $2.3 million in principal amount of industrial revenue bonds that were issued in 2006 (the “Series 2006A Bonds”). Principal and interest on the Series 2006A Bonds are payable monthly through maturity on September 1, 2026. The interest rate is adjustable based on the yield of the 5-year United States Treasury Notes, plus 0.45 percent (2.10 percent as of November 30, 2015). The obligations under the Series 2006A Bonds are secured by a first priority security interest in certain real estate.

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Long-term debt consists of the following:


($ in thousands)	November 30, 2015			November 30, 2014		August 31, 2015
Senior Notes	$	115,000		$	—	$	115,000
Amended Credit Agreement		—			—		—
Elecsys Series 2006A Bonds		2,318			—		2,366

Total debt		117,318			—		117,366
Less current portion		(194	)		—		(193	)

Total long-term debt	$	117,124		$	—	$	117,173

Principal payments due on the debt are as follows:


Due within:	$ in thousands
1 year	$	194
2 years		198
3 years		202
4 years		206
5 years		210
Thereafter		116,308

	$	117,318

Note 8 – Financial Derivatives

The Company uses certain financial derivatives to mitigate its exposure to volatility in 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. 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, 2015, the Company’s derivative counterparty had investment grade credit ratings. Financial derivatives consist of the following:


	Fair Values of Derivative Instruments Asset (Liability)
($ in thousands)	Balance Sheet Classification	November 30, 2015			November 30, 2014			August 31, 2015
Derivatives designated as hedging instruments:
Foreign currency forward contracts	Other current assets	$	2,092		$	1,072		$	217
Foreign currency forward contracts	Other current liabilities		(31	)		(87	)		(352	)

Total derivatives designated as hedging instruments		$	2,061		$	985		$	(135	)


Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Other current assets	$	63		$	181		$	495
Foreign currency forward contracts	Other current liabilities		(311	)		—			(61	)

Total derivatives not designated as hedging instruments		$	(248	)	$	181		$	434

Accumulated other comprehensive income included realized and unrealized after-tax gains of $6.7 million, $3.1 million and $5.4 million at November 30, 2015 and 2014 and August 31, 2015, respectively, related to derivative contracts designated as hedging instruments.

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Net Investment Hedging Relationships


	Amount of Gain/(Loss) Recognized in OCI on Derivatives
	Three months ended
($ in thousands)	November 30, 2015		November 30, 2014
Foreign currency forward contracts, net of tax expense of $649 and $733	$	1,212	$	1,145

For the three months ended November 30, 2015 and 2014, the Company settled foreign currency forward contracts resulting in an after-tax net (loss) gain of $(0.1) million and $0.9 million, which were included in other comprehensive income as part of a currency translation adjustment. There were no amounts recorded in the condensed consolidated statement of operations related to ineffectiveness of foreign currency forward contracts related to net investment hedges for the three months ended November 30, 2015 and 2014.

At November 30, 2015 and 2014 and August 31, 2015, the Company had outstanding Euro foreign currency forward contracts to sell 28.8 million Euro, 29.0 million Euro and 29.1 million Euro, respectively, at fixed prices to settle during the next fiscal quarter. At November 30, 2015 and 2014 and August 31, 2015, the Company had an outstanding South African Rand foreign currency forward contract to sell 43.0 million South African Rand at fixed prices to settle during the next fiscal quarter. The Company’s foreign currency forward contracts qualify as hedges of a net investment in foreign operations.

Derivatives Not Designated as Hedging Instruments

For derivative contracts in which the Company does not elect hedge accounting treatment, the Company carries the derivative at its fair value in the condensed consolidated balance sheet and recognizes any subsequent changes in its fair value through earnings in the condensed consolidated statement of operations. The Company generally does not elect hedge accounting treatment for derivative contracts related to future settlements of foreign denominated intercompany receivables and payables. At November 30, 2015 and 2014 and August 31, 2015, the Company had $9.6 million, $4.3 million and $9.5 million respectively, of U.S. dollar equivalent of foreign currency forward contracts outstanding that are not designated as hedging instruments.

Note 9 – Fair Value Measurements

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, 2015 and 2014 and August 31, 2015, respectively. There were no transfers between any levels for the periods presented.


	November 30, 2015
($ in thousands)	Level 1		Level 2			Level 3		Total
Cash and cash equivalents	$	129,260	$	—		$	—	$	129,260
Derivative assets		—		2,155			—		2,155
Derivative liabilities		—		(342	)		—		(342	)

	November 30, 2014
($ in thousands)	Level 1		Level 2			Level 3		Total
Cash and cash equivalents	$	139,287	$	—		$	—	$	139,287
Derivative assets		—		1,253			—		1,253
Derivative liabilities		—		(87	)		—		(87	)

	August 31, 2015
($ in thousands)	Level 1		Level 2			Level 3		Total
Cash and cash equivalents	$	139,093	$	—		$	—	$	139,093
Derivative assets		—		712			—		712
Derivative liabilities		—		(413	)		—		(413	)

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, 2015, November 30, 2014 or August 31, 2015.

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Note 10 – Commitments and Contingencies

In the ordinary course of its business operations, the Company enters into arrangements that obligate it to make future payments under contracts such as lease agreements. Additionally, the Company is involved, from time to time, in commercial litigation, employment disputes, administrative proceedings, business disputes and other legal proceedings. The Company has established accruals for certain proceedings based on an assessment of probability of loss. The Company believes that any potential loss in excess of the amounts accrued, other than the environmental remediation matters discussed separately below, would not have a material effect on the business or its consolidated financial statements.

Environmental Remediation

In 1992, the Company entered into a consent decree with the U.S. Environmental Protection Agency (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 compounds in the soil and groundwater. To date, the remediation process has consisted primarily of drilling wells into the aquifer and pumping water to the surface to allow these contaminants to be removed by aeration.

In fiscal 2012, the Company undertook 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 estimated that it would incur $7.2 million in remediation of source area contamination and operating costs and accrued that undiscounted amount. The EPA has not approved the Company’s remediation plan.

In addition to the source area noted above, the Company has determined that volatile organic compounds also exist under one of the manufacturing buildings on the site. Due to the location, the Company has not yet determined the extent of these compounds or the extent to which they are contributing to groundwater contamination. Based on the current stage of discussions with the EPA and the uncertainty of the remediation actions that may be required with respect to this affected area, if any, the Company believes that meaningful estimates of costs or range of costs cannot currently be made and accordingly have not been accrued.

In fiscal 2013, the Company and the EPA conducted a periodic five-year review of the status of the remediation of the contamination of the site. During a meeting with the EPA in December 2014, the EPA requested that the Company prepare a feasibility study related to the site, which resulted in a revision to the Company’s remediation timeline. In November 2014, the Company accrued $1.5 million of incremental operating costs to reflect its updated timeline of when an approved remediation plan could begin. The Company now intends to complete its investigation of the soil and groundwater on the site during the first half of calendar 2016. In connection with the development of the feasibility study, the Company will assess revisions to its remediation plan and expects to meet with the EPA toward the end of calendar 2016 to determine how to proceed.

The Company accrues the anticipated cost of investigation and remediation when the obligation is probable and can be reasonably estimated. Although the Company has accrued all reasonably estimable costs associated with the site, it anticipates there could be revisions to the current remediation plan as well as additional testing and environmental monitoring as part of the Company’s ongoing discussions with the EPA regarding the development and implementation of the remedial action plans. While any revisions could be material to the operating results of any fiscal quarter or fiscal year, the Company does not expect such additional expenses would have a material adverse effect on its liquidity or financial condition.

The following table summarizes the undiscounted environmental remediation liability classifications included in the balance sheet as of November 30, 2015 and 2014 and August 31, 2015:


Environmental Remediation Liabilities
($ in thousands)	November 30, 2015		November 30, 2014		August 31, 2015
Balance Sheet Classification	November 30, 2015		November 30, 2014		August 31, 2015

Other current liabilities	$	1,343	$	1,403	$	1,431
Other noncurrent liabilities		6,100		6,475		6,100

Total environmental remediation liabilities	$	7,443	$	7,878	$	7,531

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Note 11 – Warranties

The following table provides the changes in the Company’s product warranties:


	Three months ended
($ in thousands)	November 30 2015			November 30 2014
Product warranty accrual balance, beginning of period	$	7,271		$	9,331
Liabilities accrued for warranties during the period		1,357			958
Warranty claims paid during the period		(1,860	)		(1,140	)
Changes in estimates		(483	)		25

Product warranty accrual balance, end of period	$	6,285		$	9,174

Note 12 – Share-Based Compensation

The Company’s current share-based compensation plans, approved by the stockholders of the Company, provides for awards of stock options, restricted shares, restricted stock units (“RSUs”), stock appreciation rights, performance shares and performance stock units (“PSUs”) to employees and non-employee directors of the Company. The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors based on estimated fair values. Share-based compensation expense was $0.9 million and $1.1 million for the three months ended November 30, 2015 and 2014, respectively.

The following table illustrates the type and fair value of the share-based compensation awards granted during the three month periods ended November 30, 2015 and 2014, respectively:


	Three months ended November 30,
	2015				2014
	# Granted		Weighted Average Grant-Date Fair Value Per Award		# Granted		Weighted Average Grant-Date Fair Value Per Award
Stock options		39,999	$	27.88		25,332	$	40.66
RSUs		38,438	$	64.37		27,621	$	80.33
PSUs		16,466	$	64.37		12,328	$	80.33

The RSUs granted during the three months ended November 30, 2015 and 2014 consisted of 3,496 and 2,808, respectively of awards that will be settled in cash. The weighted average stock price on the date of the grant was $67.68 and $83.53 for 2015 and 2014, respectively.

The following table provides the assumptions used in determining the fair value of the stock options awarded during the three month periods ended November 30, 2015 and 2014, respectively:


	Grant Year
	2015			2014
Weighted-average dividend yield		1.7	%		1.3	%
Weighted-average volatility		46.3	%		53.6	%
Range of risk-free interest rates		1.8	%		2.0	%
Weighted-average expected lives		7 years			7 years

- 13

Note 13 – Other Current Liabilities


($ in thousands)	November 30, 2015		November 30, 2014		August 31, 2015
Other current liabilities:
Compensation and benefits	$	12,752	$	10,769	$	16,168
Warranties		6,285		9,174		7,271
Deferred revenues		5,709		9,452		6,146
Customer deposits		4,843		4,072		3,161
Dealer related liabilities		4,822		5,946		5,328
Income tax payable		3,256		6,090		4,034
Other		10,588		15,469		13,997

Total other current liabilities	$	48,255	$	60,972	$	56,105

Note 14 – Share Repurchases

On January 3, 2014, the Company announced that its Board of Directors authorized the Company to repurchase up to $150.0 million of common stock through January 2, 2016. On July 22, 2015, the Company announced that its Board of Directors increased its outstanding share repurchase authorization by $100.0 million with no expiration. Under the program, shares may be repurchased in privately negotiated and/or open market transactions as well as under formalized trading plans in accordance with the guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. During the three months ended November 30, 2015, and November 30, 2014, the Company repurchased 136,263 shares and 381,619 shares, respectively, of common stock for an aggregate purchase price of $9.2 million and $30.0 million, respectively. The remaining amount available under the repurchase program was $102.8 million as of November 30, 2015.

Note 15 – Industry Segment Information

The Company manages its business activities in two reportable segments: Irrigation and Infrastructure. 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 and other overhead charges directly attributable to the segment. There are no inter-segment sales. The Company had no single major customer who represented 10 percent or more of its total revenues during the three months ended November 30, 2015 and 2014.

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, controls, filtration solutions and machine-to-machine (M2M) technology. The irrigation reporting segment consists of five 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, crash cushions and end terminals, and road marking and road safety equipment; the manufacture and sale of large diameter steel tubing and railroad signals and structures; and the provision of outsourced manufacturing and production services. The infrastructure reporting segment consists of one operating segment.

- 14


	Three months ended
($ in thousands)	November 30, 2015			November 30, 2014
Operating revenues:
Irrigation	$	101,327		$	114,716
Infrastructure		20,295			20,129

Total operating revenues	$	121,622		$	134,845


Operating income:
Irrigation ⁽¹⁾	$	12,692		$	14,669
Infrastructure ⁽¹⁾		3,082			2,244

Segment operating income ⁽¹⁾		15,774			16,913
Unallocated general and administrative expenses		(4,026	)		(5,011	)
Interest and other expense, net		(1,352	)		(241	)

Earnings before income taxes	$	10,396		$	11,661


Capital Expenditures:
Irrigation	$	3,152		$	3,084
Infrastructure		1,553			565

	$	4,705		$	3,649


Depreciation and Amortization:
Irrigation	$	3,094		$	2,486
Infrastructure		1,201			1,262

	$	4,295		$	3,748

(1)	There were no environmental remediation expenses for the three months ended November 30, 2015. Environmental remediation expenses of $1.3 million and $0.2 million were allocated to the irrigation segment and infrastructure segment, respectively, for the three months ended November 30, 2014.


($ in thousands)	November 30, 2015		November 30, 2014		August 31, 2015
Total Assets:
Irrigation	$	415,106	$	368,577	$	429,224
Infrastructure		106,510		121,500		107,244

	$	521,616	$	490,077	$	536,468

- 15

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, as amended. Statements that are not historical are forward-looking and reflect information concerning possible or assumed future results of operations and planned financing of the Company. 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,” “plan,” “project,” “outlook,” “could,” “may,” “should,” or similar expressions generally identify forward-looking statements. The entire section entitled “Executive Overview and 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, 2015. 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 and in the Company’s other public filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended August 31, 2015, as well as other risks and uncertainties not now anticipated. The risks and uncertainties described herein and in the Company’s other public filings 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. GAAP, 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 discussion of the Company’s critical accounting policies under Item 7 in the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended August 31, 2015. 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, 2015.

New Accounting Pronouncements

See Note 2 – New Accounting Pronouncements to the condensed consolidated financial statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Executive Overview and Outlook

Net earnings for the three months ended November 30, 2015 were $6.9 million or $0.62 per diluted share compared with $7.6 million or $0.62 per diluted share in the same period of the prior year. The decrease in earnings was primarily attributable to lower revenues, which declined 10 percent to $121.6 million from $134.8 million, and higher interest expense related to new debt issues in February 2015. Operating margin for the three months ended November 30, 2015 increased to 9.7 percent as compared to 8.8 percent for the three months ended November 30, 2014. The increase in operating margin was primarily attributable to higher gross margins resulting from the sales mix in the period.

The primary driver of lower revenue was the irrigation segment, in which sales decreased 12 percent to $101.3 million. Lower commodity prices and reduced farm income have caused a dampening of farmer sentiment regarding capital investments, which has driven a reduction in the global irrigation market. Infrastructure revenues increased 1 percent to $20.3 million. The strengthening of the U.S. dollar against the value of other currencies, including the Brazilian real, South African rand, the Australian dollar and the Euro negatively affected revenues by $7.7 million and operating income by $0.7 million for the three months ended November 30, 2015 as compared to the same period of fiscal 2014.

- 16

The Company’s irrigation revenues are highly dependent upon the need for irrigated agricultural crop production, which, in turn, depends upon many factors, including the following primary drivers:

•

Agricultural commodity prices - As of November 2015, corn prices have decreased approximately 5 percent and soybeans prices have decreased approximately 15 percent compared to the same time last year.

•

Net farm income - As of November 2015, the U.S. Department of Agriculture (USDA) estimated U.S. 2015 net farm income to be $55.9 billion, down 38 percent from USDA’s estimate of U.S. 2014 net farm income of $90.4 billion. If realized, the 2015 forecast would be the lowest since 2002.

•

Weather conditions – Favorable growing conditions in the United States during 2015 led to record harvests that contributed to lower crop prices.

•

Governmental policies - A number of governmental laws and regulations can impact the Company’s business, including:

•

The Agricultural Act of 2014 provides certainty to growers by adopting a five-year farm bill. This law continues many of its existing programs, including funding for the Environmental Quality Incentives Program (EQIP), which provides financial assistance to farmers to implement conservation practices and is frequently used to assist in the purchase of center pivot irrigation systems.

•

In December 2015, certain tax incentives such as the Section 179 income tax deductions and bonus depreciation that encourage equipment purchases were granted long term extensions. These incentives could benefit equipment sales in the future.

•

Various U.S. and global trade sanctions could negatively impact irrigation equipment sales to certain geographic markets around the world.

•

On November 30, 2015, the Environmental Protection Agency (“EPA”) finalized requirements for the amount of ethanol and other renewable fuels blended into the overall U.S. fuel supply in 2016. The requirement, while decreased from the original mandate, still provides for continued growth in demand for the upcoming calendar year as the goal is set out to achieve 18 billion gallons of renewable fuels for 2016.

•

Many international markets are affected by government policies such as subsidies and other agriculturally related incentives. While these policies can have a significant impact on an individual market, they typically do not have a material impact on consolidated results.

•

Currency – The U.S. dollar has strengthened against most currencies from the same period in the prior year, including the Brazilian real, South African rand, the Australian dollar and the Euro. This strengthening increases the cost of parts and products exported from the U.S. in comparison to supply denominated in local currency and therefore could negatively impact the Company’s international sales and margins.

Although visibility into 2016 is limited, numerous factors are creating headwind against a potential revenue increase over the prior year. While commodity prices have leveled off in the U.S., net farm income is projected at the lowest level since 2002, leading to downward pressure on demand and pricing. In the international markets, currency conditions remain challenging and performance is likely to be dependent upon project sales in 2016, leading to lumpier revenue. While the Company is confident in the future of these markets, there have been no significant indicators of improvements in demand in the near-term.

The Company remains confident in the long-term drivers for efficient agricultural irrigation and water use efficiency globally. The Company has expanded global capacity with the opening of a factory in Turkey that began manufacturing operations in March 2015. While the additional capacity from the plant in Turkey may create some short-term fixed expense absorption pressure, the Company is confident in the incremental profit potential of global expansion plans and the long-term growth opportunities the region offers.

The infrastructure business has continued to improve its profit profile and generated growth in an environment of constrained government spending. In December 2015, the U.S. government enacted a $305.0 billion highway-funding bill to fund highway, bridge and transit projects over the next five years. In light of this longer term government funding, opportunities exist for market growth in each of the infrastructure product lines. Demand for the Company’s transportation safety products continues to be driven by population growth and the need for improved road safety. The Company’s outlook for infrastructure continues to be positive, although somewhat mitigated by the possibility that a global economic slowdown could impact government spending on international projects.

- 17

As of November 30, 2015, the Company had an order backlog of $61.9 million compared with $68.3 million at November 30, 2014 and $48.0 million at August 31, 2015. The November 30, 2015 backlog includes $8.1 million of backlog for Elecsys Corporation while the backlog at November 30, 2014 included a $12.7 million Road Zipper System ^TM order from the Golden Gate Bridge Highway & Transportation District. The Company’s backlog can fluctuate from period to period due to the seasonality, cyclicality, timing and execution of contracts. Backlog typically represents long-term projects as well as short lead-time orders and therefore, is generally not a good indication of the next fiscal quarter’s revenues.

The global drivers for the Company’s markets of population growth, expanded food production and efficient water use and infrastructure expansion support the Company’s long-term growth goals. The most significant opportunities for growth over the next several years are in international markets, where irrigation use is less developed and demand is driven primarily by food security, water scarcity and population growth.

Results of Operations

For the Three Months ended November 30, 2015 compared to the Three Months ended November 30, 2014

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, 2015 and 2014. It should be read together with the industry segment information in Note 15 to the condensed consolidated financial statements:


	Three months ended						Percent
($ in thousands)	November 30, 2015			November 30, 2014			Increase (Decrease)
Consolidated
Operating revenues	$	121,622		$	134,845			(10	%)
Gross profit	$	34,414		$	36,914			(7	%)
Gross margin		28.3	%		27.4	%

Operating expenses ⁽¹⁾	$	22,666		$	25,012			(9	%)
Operating income	$	11,748		$	11,902			(1	%)
Operating margin		9.7	%		8.8	%

Other (expense) income, net	$	(1,352	)	$	(241	)		461	%
Income tax expense	$	3,452		$	4,093			(16	%)
Effective income tax rate		33.2	%		35.1	%
Net earnings	$	6,944		$	7,568			(8	%)

Irrigation Equipment Segment
Segment operating revenues	$	101,327		$	114,716			(12	%)
Segment operating income ^{(2) (3)}	$	12,692		$	14,669			(13	%)
Segment operating margin ^{(2) (3)}		12.5	%		12.8	%

Infrastructure Products Segment
Segment operating revenues	$	20,295		$	20,129			1	%
Segment operating income ^{(2) (3)}	$	3,082		$	2,244			37	%
Segment operating margin ^{(2) (3)}		15.2	%		11.1	%

(1)	Includes $4.0 million and $5.0 million of unallocated general and administrative expenses for the three months ended November 30, 2015 and 2014, respectively.

(2)	Excludes unallocated general and administrative expenses.

(3)	There were no environmental remediation expenses for the three months ended November 30, 2015. Environmental remediation expenses of $1.3 million and $0.2 million were allocated to the irrigation segment and infrastructure segment, respectively, for the three months ended November 30, 2014.

Revenues

Operating revenues for the three months ended November 30, 2015 declined 10 percent to $121.6 million from $134.8 million for the three months ended November 30, 2014 as irrigation revenues decreased $13.4 million partially offset by the $0.2 million increase in infrastructure revenues. The irrigation segment provided 83 percent of the Company’s revenue for the three months ended November 30, 2015 as compared to 85 percent of the same prior year period.

- 18

U.S. irrigation revenues for the three months ended November 30, 2015 of $59.2 million decreased $3.5 million or 6 percent from $62.7 million for the three months ended November 30, 2014. The decrease in U.S. irrigation revenues is primarily due to a volume decline in the number of units sold compared to the prior year, partially offset by $7.2 million of revenue from the recently acquired Elecsys Corporation. Lower commodity prices and lower farm income affected farmers’ sentiment regarding equipment purchases and contributed to lower demand for U.S. irrigation equipment.

International irrigation revenues for the three months ended November 30, 2015 of $42.1 million decreased $9.9 million or 19 percent from $52.0 million for the three months ended November 30, 2014. Foreign currency translation as compared to the prior year reduced international irrigation revenues by $6.0 million for the three months ended November 30, 2015 compared to the first three months of November 2014. Revenue excluding the effect of foreign currency translation decreased most notably in Brazil and several export markets.

Infrastructure segment revenues for the three months ended November 30, 2015 of $20.3 million increased $0.2 million or 1 percent from $20.1 million for the three months ended November 30, 2014. The increase is primarily due to increases in road safety and Road Zipper sales and leases, partially offset by the impact of currency exchange rates and lower rail and contract product sales.

Gross Margin

Gross profit for the three months ended November 30, 2015 of $34.4 million decreased 7 percent from $36.9 million for the three months ended November 30, 2014. The decrease in gross profit was primarily due to the decline in sales partially offset by an increase in gross margin to 28.3 percent for the three months ended November 30, 2015 from 27.4 percent for the three months ended November 30, 2014. Gross margin in irrigation increased by approximately 1 percentage point and infrastructure gross margin also increased by approximately 1 percentage point. Irrigation gross margin increased primarily as a result of a change in sales mix with the addition of Elecsys in the current year, while competitive pricing pressures were largely offset by lower input costs. The increase in infrastructure gross margin was primarily due to the sales mix.

Operating Expenses

The Company’s operating expenses of $22.7 million for the three months ended November 30, 2015 decreased by $2.3 million over operating expenses in the prior year. The change in operating expenses includes $2.4 million of incremental expenses related to Elecsys Corporation, offset by reductions in environmental expenses of $1.5 million, personnel related expenses of $1.5 million, collections on accounts receivable that were reserved for in the prior periods of $1.2 million and acquisition related expenses of $0.6 million. Operating expenses were 18.6 percent of sales for the three months ended November 30, 2015 compared to 18.5 percent of sales for the three months ended November 30, 2014.

Income Taxes

The Company recorded income tax expense of $3.5 million and $4.1 million for the three months ended November 30, 2015 and 2014, respectively. The effective income tax rate was 33.2 percent and 35.1 percent for the three months ended November 30, 2015 and 2014, respectively. The decrease in the effective income tax rate from November 2014 to November 2015 primarily relates to the earnings mix among jurisdictions.

Liquidity and Capital Resources

The Company’s cash and cash equivalents totaled $129.3 million at November 30, 2015 compared with $139.3 million at November 30, 2014 and $139.1 million at August 31, 2015. The Company requires cash for financing its receivables and inventories, paying operating expenses and capital expenditures, and for dividends and share repurchases. The Company meets its liquidity needs and finances its capital expenditures from its available cash and funds provided by operations along with borrowings under its credit arrangements described below. The Company believes its current cash resources, projected operating cash flow, and remaining capacity under its continuing bank lines of credit are sufficient to cover all of its expected working capital needs, planned capital expenditures and dividends.

The Company’s total cash and cash equivalents held by foreign subsidiaries was approximately $30.8 million, $27.8 million and $23.5 million as of November 30, 2015 and 2014 and August 31, 2015, respectively. The Company does not intend to repatriate the funds, and does not expect these funds to have a significant impact on the Company’s overall liquidity. The Company considers its earnings in foreign subsidiaries to be permanently reinvested and would need to accrue and pay taxes if these earnings were repatriated.

Net working capital was $221.2 million at November 30, 2015, as compared with $231.8 million at November 30, 2014 and $227.1 million at August 31, 2015. Cash provided by operations totaled $8.5 million during the three months ended November 30, 2015, an increase of $2.8 million compared to the prior year period. This increase was primarily due to changes of $2.8 million in deferred income taxes, $2.5 million in other current assets, $2.4 million in income taxes payable and $1.8 million in other current liabilities, partially offset by a $6.6 million negative change in accounts payable.

- 19

Cash flows used in investing activities totaled $4.2 million during the three months ended November 30, 2015 compared to $2.1 million used in investing activities during the same prior year period. Capital spending of $4.7 million in fiscal 2016 increased compared to the prior year capital spending of $3.6 million.

Cash flows used in financing activities totaled $13.0 million during the three months ended November 30, 2015 compared to cash flows used in financing activities of $34.5 million during the same prior year period. The decrease in cash used in financing activities was primarily due to a reduction in the repurchasing of common shares of $20.7 million.

Capital Allocation Plan

The Company’s capital allocation plan is to continue investing in revenue and earnings growth, combined with a defined process for enhancing returns to stockholders. Under the Company’s announced capital allocation plan in January 2014, the priorities for uses of cash include:

•

Investment in organic growth including capital expenditures and expansion of international markets,

•

Dividends to stockholders, along with expectations to increase dividends on an annual basis,

•

Synergistic water related acquisitions that provide attractive returns to stockholders, and

•

Opportunistic share repurchases taking into account cyclical and seasonal fluctuations.

Capital Expenditures and Expansion of International Markets

Capital expenditures for fiscal 2016 are estimated to be between $15.0 and $20.0 million largely focused on manufacturing capacity expansion and productivity improvements. The Company’s management does maintain flexibility to modify the amount and timing of some of the planned expenditures in response to economic conditions.

Dividends

In the first quarter of fiscal 2016, the Company paid a quarterly cash dividend of $0.28 per common share or $3.1 million to stockholders as compared to $0.27 per common share or $3.3 million in the first quarter of fiscal 2015.

Share Repurchases

Senior Notes

On February 19, 2015, the Company issued $115.0 million in aggregate principal amount of Senior Notes, Series A, entirely due and payable on February 19, 2030 (the “Senior Notes”). Borrowings under the Senior Notes are unsecured and have equal priority with borrowings under the Company’s other senior unsecured indebtedness. Interest is payable semi-annually at an annual rate of 3.82 percent. The Company intends to use the proceeds of the sale of the Senior Notes for general corporate purposes, including acquisitions, dividends and share repurchases.

Amended Credit Agreement

- 20

Elecsys Series 2006A Bonds

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, 2015.

The table below sets forth the Company’s significant future obligations by time period related to principal and interest on the Company’s Senior Notes and Elecsys Series 2006A Bonds.


$ in thousands Contractual Obligations	Total		Less than 1 Year		2-3 Years		4-5 Years		More than 5 Years
Long-term debt	$	117,318		194		400		416	$	116,308
Interest		63,950		4,436		8,860		8,845		41,809

Total	$	181,268	$	4,630	$	9,260	$	9,261	$	158,117

ITEM 3 - Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes from the Company’s quantitative and qualitative disclosures about market risk previously disclosed in the Company’s most recent Annual Report filed on Form 10-K. See discussion of the Company’s quantitative and qualitative disclosures about market risk under Part II, Item 7A in the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended August 31, 2015.

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, 2015.

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 has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II – OTHER INFORMATION

ITEM 1 – Legal Proceedings

See the disclosure in Note 10 – Commitments and Contingencies to the condensed consolidated financial statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q, which disclosure is hereby incorporated herein by reference.

ITEM 1A – Risk Factors

There have been no material changes from risk factors previously disclosed in the Company’s most recent Annual Report on Form 10-K. See the discussion of the Company’s risk factors under Part I, Item 1A in the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended August 31, 2015.

- 21

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

The table below sets forth information with respect to purchases of the Company’s common stock made by or on behalf of the Company during the three months ended November 30, 2015:

ISSUER PURCHASES OF EQUITY SECURITIES


Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs ⁽¹⁾ ($ in thousands)
September 1, 2015 to September 30, 2015		—	$	—		—	$	112,057
October 1, 2015 to October 31, 2015		50,898	$	65.89		50,898	$	108,703
November 1, 2015 to November 30, 2015		85,365	$	69.06		85,365	$	102,808

Total		136,263	$	67.88		136,263	$	102,808

⁽¹⁾

On January 3, 2014, the Company announced that its Board of Directors authorized a share repurchase program of up to $150.0 million of common stock, effective as of January 2, 2014, through January 2, 2016. On July 22, 2015, the Company announced that its Board of Directors increased its outstanding share repurchase authorization by $100.0 million with no expiration. Under the program, shares may be repurchased in privately negotiated and/or open market transactions as well as under formalized trading plans in accordance with the guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

- 22

ITEM 6 – Exhibits


Exhibit No.		Description

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, effective May 2, 2014, incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on May 5, 2014.

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”), 2016 Plan Year. † **

10.2*		Lindsay Corporation 2015 Long-Term Incentive Plan and forms of award agreements. †

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*		Interactive Data Files.

†	Management contract or compensatory plan or arrangement required to be filed as an exhibit hereto pursuant to Item 6 of Part II of Form 10-Q.

*	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, as amended.

- 23

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 23 ^rd day of December 2015.


LINDSAY CORPORATION

By:		/s/ JAMES C. RAABE
Name:		James C. Raabe
Title:		Vice President and Chief Financial Officer
		(on behalf of the registrant and as principal financial officer)

- 24

Exhibit 10.1

LINDSAY CORPORATION

MANAGEMENT INCENTIVE PLAN (MIP)

2016

Plan Year

VP HR Signature/Date

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&7
9.	Administration	7
10.	Attachments	8

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, 2015 and will be in effect for the 2016 bonus year. The 2016 bonus year is defined as September 1, 2015 through August 31, 2016.

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 2016 are not eligible to participate in the 2016 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:


Grade	Target % of Salary
CEO		90	%
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.

[Intentionally omitted.]

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 within 75 days following the Plan year. The payment date may be changed at any time and for any reason at the discretion of the CEO, or in the case of a Named Executive Officer, with approval of the 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 2016, 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:


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:


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.

With respect to the CEO only, the CEO shall be entitled to an award amount equal to the maximum 200% of the target amount under his or her Individual Performance Component if the Company achieves at least $1 million of operating income in fiscal 2016. Notwithstanding the foregoing, the Compensation Committee shall have negative discretion to reduce such award amount to an amount calculated based on the CEO’s Individual Performance in a manner consistent with the assessment of the performance of other executives relative to objectives established under their respective Individual Performance Components.

8.	Changes in Employment Status

Participants who cease to be employees of the Company during the Plan year will not be eligible to receive an award. Participants who were employed as of the end of the Plan year, but whose employment is terminated prior to the payment date, will continue to 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 27, 2014.

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 2016 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

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
Objectives 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


Partial Year Participation

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
Objectives 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


Mid-Year Promotion

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
Objectives 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

Post Promotion Calculation
Individual Score		100
Total Incentive Plan %		50	%
% Objectives to Total Incentive Plan Participation		20	%
Base Salary	$	200,000
Objectives 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 2016 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

2015 LONG-TERM INCENTIVE PLAN

(Effective January 26, 2015)

1. Purpose . The purpose of the Lindsay Corporation 2015 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 granted 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 pursuant to 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, business 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 or operating 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), gross or net income or profit, 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, Lindsay value-added, 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 Corporation 2010 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 pursuant to 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 550,000 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 83,238 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, are exchanged with the Committee’s permission, prior to the issuance of Shares, for Awards not involving Shares, or are retained by the Company for tax withholding or upon exercise of an Option, 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) actually issued and sold on the market either to satisfy withholding tax obligations or for payment of the exercise price of options, or (ii) 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 550,000 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, 2014 under the Predecessor Plan or 2006 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 and the aggregate grant date fair value (computed as of the date of grant in accordance with applicable financial accounting rules) of all Awards granted to any Non-Employee Director pursuant to the Plan during any fiscal year of the Company shall not exceed Two Hundred Thousand Dollars ($200,000).

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 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.

6.6 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.

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

6.8 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 provided, however, that no cash payments or dividend equivalents shall be payable until the Restricted Shares have vested.

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 will 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 (or the value of the 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 authorize the payment of dividend equivalents on such shares in cash or additional Shares on a deferred or contingent basis with respect to any or all dividends or other distributions paid by the Company; provided, however, that no cash payments or dividend equivalents shall be payable until the Deferred Shares (Restricted Stock Units) have vested.

8.5 Payment of Deferred Shares (Restricted Stock Units) . Each grant shall specify the time and manner of payment of Deferred Shares (Restricted Stock 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.

8.6 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.

8.7 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 deferred or contingent basis with respect to any or all dividends or other distributions paid by the Company; provided, however, that no cash payments or dividend equivalents shall be payable until all applicable vesting and performance conditions are met.

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 Deferred Shares (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

2015 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 2015 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 Restricted Stock Units set forth on the attached award sheet. 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.

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.


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:

LINDSAY CORPORATION

2015 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 2015 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 in which (i) the acquirer or its parent in such Change in Control does not assume the Unit or substitute for the Unit, in either case, with equity securities of the acquirer or its parent under circumstances that the Board has determined in good faith to be comparable and equitable or (ii) the equity of the acquirer or its parent in such Change in Control is not publicly traded in the United States.

3.3 All outstanding Units (and any equity awards substituted for Units pursuant to Section 3.2) shall become fully vested and immediately payable upon (i) your termination of employment by the Company without Cause within twenty-four (24) months following a Change in Control of the Company or, (ii) if you are party to, or become a party to, an Employment Agreement or Change in Control Agreement with the Company, your termination of employment for Good Reason pursuant to the terms and conditions of such Employment Agreement or Change in Control Agreement. For purposes of this Agreement, the term “Cause” means has the meaning set forth in your Employment Agreement or Change in Control Agreement, or if no such agreement exists, (i) your conviction for a felony or misdemeanor (other than for minor motor vehicle offenses or other minor offenses); (ii) your willful failure to comply with any lawful directive of your supervisor, the President of the Company or the Board or any lawful policy of the Company; or (iii) your dishonesty or gross negligence in the performance of your duties with the Company. For purposes of this Section 3.3, the term “Company” shall include the acquirer or its parent which assumes the Units or substitutes equity awards for the Units.

3.4 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.

3.5 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

2015 Long-Term Incentive Plan

Agreement with U.S. Employee

Restricted Stock Units

You are awarded the Restricted Stock Units set forth on the attached award sheet. 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.


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

2015 LONG-TERM INCENTIVE PLAN

TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS

GRANTED TO U.S. EMPLOYEES

Section 3. Vesting Dates/Vesting Periods .

3.3 All outstanding Units (and any equity awards substituted for Units pursuant to Section 3.2) shall become fully vested and immediately payable upon (i) your termination of employment by the Company without Cause within twenty-four (24) months following a Change in Control of the Company or, (ii) if you are party to, or become a party to, an Employment Agreement or Change in Control Agreement with the Company, your termination of employment for Good Reason pursuant to the terms and conditions of such Employment Agreement or Change in Control Agreement. For purposes of this Agreement, the term “Cause” has the meaning set forth in your Employment Agreement or Change in Control Agreement, or if no such agreement exists, it shall mean (i) your conviction for a felony or misdemeanor (other than for minor motor vehicle offenses or other minor offenses); (ii) your willful failure to comply with any lawful directive of your supervisor, the President of the Company or the Board or any lawful policy of the Company; or (iii) your dishonesty or gross negligence in the performance of your duties with the Company. For purposes of this Section 3.3, the term “Company” shall include the acquirer or its parent which assumes the Units or substitutes equity awards for the Units.

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

Restricted Stock Units

Granted Pursuant to the

2015 Long-Term Incentive Plan

Agreement with Chief Executive Officer

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 (“CEO Units”) pursuant to the Lindsay Corporation 2015 Long-Term Incentive Plan (“Plan”). Except as otherwise specified in the attached Terms and Conditions or herein, vesting of the CEO 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 Restricted Stock Units set forth on the attached award sheet. Each CEO 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 CEO Units will vest ratably (one-third each year) on November 1st of the next three calendar years following the Grant Date, subject to achievement of the performance goal set forth below. For the sole intent of meeting the requirements of IRC Section 162(m), vesting of the CEO Units shall be subject to the Company achieving at least $[ ] of operating income for the fiscal year ending August 31, 20[ ]. This performance target has been established to meet tax regulations and does not represent the actual operational goals we expect our CEO to achieve. If the performance goal is not satisfied, the CEO Units will be forfeited at the end of fiscal year 2016 except that the performance goal will not apply to any CEO Units which vest in fiscal year 2016 upon a Change in Control or termination of your employment due to your death or total and permanent disability pursuant to Sections 3.2 or 3.4 of the attached Terms and Conditions. In the event that the CEO Units vest in fiscal year 2016 upon your termination of employment by the Company without Cause or your termination of employment for Good Reason pursuant to Section 3.3 of the attached Terms and Conditions, the CEO Units will only be earned and become payable to you if the performance goal is satisfied. In all events where the performance goal applies, the Compensation Committee shall certify whether the performance target has been met not later than 60 days following the end of the fiscal year, and no CEO Units will become payable before this certification requirement is satisfied.


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

2015 LONG-TERM INCENTIVE PLAN

TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS

GRANTED TO CHIEF EXECUTIVE OFFICER

Section 1 . Form and Purpose of Award . Each Restricted Stock Unit (“CEO 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 CEO Units, the number of which shall be determined by first (i) multiplying the number of your outstanding CEO 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 CEO Units being referred to herein as “Special Cash Dividend Equivalents”). Additional CEO 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 CEO Units in relation to which such additional CEO 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 CEO Units that are earned under the provisions of the Agreement 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 CEO Units shall become fully vested and immediately payable upon a Change in Control (as such term is defined in the Plan) of the Company in which (i) the acquirer or its parent in such Change in Control does not assume the CEO Unit or substitute for the CEO Unit, in either case, with equity securities of the acquirer or its parent under circumstances that the Board has determined in good faith to be comparable and equitable or (ii) the equity of the acquirer or its parent in such Change in Control is not publicly traded in the United States.

3.3 All outstanding CEO Units (and any equity awards substituted for CEO Units pursuant to Section 3.2) shall become fully vested and immediately payable upon (i) your termination of employment by the Company without Cause within twenty-four (24) months following a Change in Control of the Company or, (ii) if you are party to, or become a party to, an Employment Agreement or Change in Control Agreement with the Company, your termination of employment for Good Reason pursuant to the terms and conditions of such Employment Agreement or Change in Control Agreement. For purposes of this Agreement, the term “Cause” has the meaning set forth in your Employment Agreement or Change in Control Agreement, or if no such agreement exists, it shall mean (i) your conviction for a felony or misdemeanor (other than for minor motor vehicle offenses or other minor offenses); (ii) your willful failure to comply with any lawful directive of your supervisor, the President of the Company or the Board or any lawful policy of the Company; or (iii) your dishonesty or gross negligence in the performance of your duties with the Company. For purposes of this Section 3.3, the term “Company” shall include the acquirer or its parent which assumes the CEO Units or substitutes equity awards for the CEO Units.

3.4 All outstanding CEO 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 CEO 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.

3.5 Except as provided in this Section 3, all of your outstanding CEO 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 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 CEO 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 CEO 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.

5.5 The CEO 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 CEO 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 CEO 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 CEO 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

Performance Stock Units

Granted Pursuant to the

2015 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 2015 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 on the attached award sheet. 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.


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

2015 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 2015 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.

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 vesting date set forth in your Agreement.

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

2015 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 2015 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 Nonqualified Stock Options set forth on the attached award sheet. Each Option is an option to purchase one Share of Common Stock at the Option Price set forth on the attached award sheet, 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.


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

2015 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 2015 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 and in which (i) the acquirer or its parent in such Change in Control does not assume the Option or substitute for the Option, in either case, with equity securities of the acquirer or its parent under circumstances that the Board has determined in good faith to be comparable and equitable or (ii) the equity of the acquirer or its parent in such Change in Control is not publicly traded in the United States.

2.3 All outstanding Options (and any equity awards substituted for Options pursuant to Section 2.2) shall become fully vested upon (i) your termination of employment by the Company without Cause within twenty-four (24) months following a Change in Control of the Company or, (ii) if you are party to, or become a party to, an Employment Agreement or Change in Control Agreement with the Company, your termination of employment for Good Reason pursuant to the terms and conditions of such Employment Agreement or Change in Control Agreement. For purposes of this Agreement, the term “Cause” has the meaning set forth in your Employment Agreement or Change in Control Agreement, or if no such agreement exists, it shall mean (i) your conviction for a felony or misdemeanor (other than for minor motor vehicle offenses or other minor offenses); (ii) your willful failure to comply with any lawful directive of your supervisor, the President of the Company or the Board or any lawful policy of the Company; or (iii) your dishonesty or gross negligence in the performance of your duties with the Company. For purposes of this Section 2.3, the term “Company” shall include the acquirer or its parent which assumes the Options or substitutes equity awards for the Options.

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

2.5 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 Pursuant to the

2015 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 2015 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 Restricted Stock Units set forth on the attached award sheet. 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.


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:

LINDSAY CORPORATION

2015 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.

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 vesting date set forth in Section 3.1 above.

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.

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 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				December 23, 2015

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				December 23, 2015

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, 2015, 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

December 23, 2015

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.