10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the quarterly period ended February 28, 2010

OR

o 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 þ No o

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 o No o

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:

Large accelerated filer o Accelerated filer þ Non-accelerated filer o (Do not check if smaller reporting company) Smaller reporting company o

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

As of March 31, 2010, 12,486,172 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 and six months ended February 28, 2010 and 2009	3
Condensed Consolidated Balance Sheets, February 28, 2010 and 2009 and August 31, 2009	4
Condensed Consolidated Statements of Cash Flows for the six months ended February 28, 2010 and 2009	5
Notes to Condensed Consolidated Financial Statements	6-17
ITEM 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations	18-26
ITEM 3 — Quantitative and Qualitative Disclosures about Market Risk	26
ITEM 4 — Controls and Procedures	26-27
Part II — OTHER INFORMATION
ITEM 1 — Legal Proceedings	27
ITEM 1A — Risk Factors	27
ITEM 2 — Unregistered Sales of Equity Securities and Use of Proceeds	27
ITEM 4 — Submission of Matters to a Vote of Security Holders	28
ITEM 6 — Exhibits	29
SIGNATURE	30

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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						Six months ended
	February 28,						February 28,
(in thousands, except per share amounts)	2010			2009			2010			2009
Operating revenues	$	85,196		$	65,146		$	171,166		$	178,267
Cost of operating revenues		63,067			51,870			123,233			136,342
Gross profit		22,129			13,276			47,933			41,925
Operating expenses:
Selling expense		5,251			5,618			10,774			12,381
General and administrative expense		8,279			6,488			15,615			14,837
Engineering and research expense		1,685			1,619			3,469			3,360
Total operating expenses		15,215			13,725			29,858			30,578
Operating income (loss)		6,914			(449	)		18,075			11,347
Other income (expense):
Interest expense		(356	)		(480	)		(817	)		(1,105	)
Interest income		83			225			166			541
Other income (expense), net		(85	)		238			60			(1,468	)
Earnings (loss) before income taxes		6,556			(466	)		17,484			9,315
Income tax provision (benefit)		578			(616	)		4,829			2,843
Net earnings	$	5,978		$	150		$	12,655		$	6,472
Basic net earnings per share	$	0.48		$	0.01		$	1.02		$	0.53
Diluted net earnings per share	$	0.48		$	0.01		$	1.01		$	0.52
Weighted average shares outstanding		12,452			12,285			12,415			12,268
Diluted effect of stock equivalents		127			135			145			185
Weighted average shares outstanding assuming dilution		12,579			12,420			12,560			12,453
Cash dividends per share	$	0.080		$	0.075		$	0.160		$	0.150

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)			(Unaudited)
	February 28,			February 28,			August 31,
($ in thousands,except par values)	2010			2009			2009
ASSETS
Current Assets:
Cash and cash equivalents	$	91,635		$	41,139		$	85,929
Receivables, net of allowance, $2,100, $1,248, and $1,864, respectively		53,297			58,741			42,862
Inventories, net		47,197			66,658			46,255
Deferred income taxes		6,645			7,876			6,881
Other current assets		7,629			8,875			7,602
Total current assets		206,403			183,289			189,529
Property, plant and equipment, net		57,414			56,779			59,641
Other intangible assets, net		27,842			28,511			29,100
Goodwill, net		23,867			23,328			24,174
Other noncurrent assets		5,640			4,975			5,453
Total assets	$	321,166		$	296,882		$	307,897
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	30,514		$	23,066		$	20,008
Current portion of long-term debt		6,171			6,171			6,171
Other current liabilities		29,631			29,893			33,008
Total current liabilities		66,316			59,130			59,187
Pension benefits liabilities		6,407			5,603			6,407
Long-term debt		16,369			22,540			19,454
Deferred income taxes		8,916			12,345			10,391
Other noncurrent liabilities		3,101			3,682			4,800
Total liabilities		101,109			103,300			100,239
Shareholders’ equity:
Preferred stock, ($1 par value, 2,000,000 shares authorized, no shares issued and outstanding)		—			—			—
Common stock, ($1 par value, 25,000,000 shares authorized, 18,184,620, 18,114,503 and 18,128,743 shares issued at February 28, 2010 and 2009 and August 31, 2009, respectively)		18,185			18,115			18,129
Capital in excess of stated value		29,972			27,615			28,944
Retained earnings		260,126			244,247			249,588
Less treasury stock (at cost, 5,698,448, 5,813,448 and 5,763,448 shares at February 28, 2010 and 2009 and August 31, 2009, respectively)		(90,961	)		(92,796	)		(91,998	)
Accumulated other comprehensive income, net		2,735			(3,599	)		2,995
Total shareholders’ equity		220,057			193,582			207,658
Total liabilities and shareholders’ equity	$	321,166		$	296,882		$	307,897

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)

	Six Months Ended
	February 28,
($ in thousands)	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	12,655		$	6,472
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		5,350			5,311
Provision for uncollectible accounts receivable		267			91
Deferred income taxes		(1,768	)		(318	)
Stock-based compensation expense		1,182			938
Gain on disposal of fixed assets		(520	)		—
Other, net		(85	)		369
Changes in assets and liabilities:
Receivables		(11,025	)		25,261
Inventories		(1,940	)		(16,963	)
Other current assets		(1,755	)		903
Accounts payable		10,747			(5,722	)
Other current liabilities		(3,645	)		(13,178	)
Current taxes payable		2,554			(5,516	)
Other noncurrent assets and liabilities		(954	)		340
Net cash provided by (used in) operating activities		11,063			(2,012	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(1,985	)		(5,176	)
Proceeds from sale of property, plant and equipment		547			6
Acquisition of business, net of cash acquired		(132	)		—
Proceeds from settlement of net investment hedge		565			859
Net cash used in investing activities		(1,005	)		(4,311	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock under stock compensation plan		544			482
Principal payments on long-term debt		(3,086	)		(3,011	)
Net payments on revolving line of credit		—			842
Excess tax benefits from stock-based compensation		368			317
Dividends paid		(1,990	)		(1,841	)
Net cash used in financing activities		(4,164	)		(3,211	)
Effect of exchange rate changes on cash		(188	)		(87	)
Net increase (decrease) in cash and cash equivalents		5,706			(9,621	)
Cash and cash equivalents, beginning of period		85,929			50,760
Cash and cash equivalents, end of period	$	91,635		$	41,139

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

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Lindsay Corporation and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(1) Condensed Consolidated Financial Statements

The condensed consolidated financial statements are presented in accordance with the requirements of Form 10-Q and do not include all of the disclosures normally required by U.S. generally accepted accounting principles for financial statements contained in Lindsay Corporation’s (the “Company”) annual Form 10-K filing. Accordingly, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended August 31, 2009.

     In the opinion of management, the condensed consolidated financial statements of the Company reflect all adjustments of a normal recurring nature necessary to present a fair statement of the financial position and the results of operations and cash flows for the respective interim periods. The results for interim periods are not necessarily indicative of trends or results expected by the Company for a full year.

     Notes to the condensed consolidated financial statements describe various elements of the financial statements and the accounting policies, estimates, and assumptions applied by management. While actual results could differ from those estimated by management in the preparation of the condensed consolidated financial statements, management believes that the accounting policies, assumptions, and estimates applied promote the representational faithfulness, verifiability, neutrality, and transparency of the accounting information included in the condensed consolidated financial statements. Certain reclassifications have been made to prior financial statements and notes to conform to the current year presentation. These reclassifications were not material to the Company’s condensed consolidated financial statements.

     During the second quarter of fiscal 2010, the Company recognized incentive wage and investment tax credits from the state of Nebraska’s economic development program, the Nebraska Advantage Act (the “Nebraska Advantage Act Credits”). Wage credits reduced cost of operating revenues by $0.6 million and operating expenses by $0.3 million. In addition, investment tax credits reduced income tax expense by $1.4 million. The net after-tax benefit of the wage and investment tax credits increased net earnings by $2.0 million, or $0.16 per diluted share. The Company uses the deferral method of accounting for its investment tax credits related to state wage incentives.

(2) Net Earnings per Share

Basic net earnings per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net earnings per share is computed using the weighted-average number of common shares outstanding plus dilutive potential common shares outstanding during the period. Dilutive potential common shares consist of stock options and restricted stock units to the extent they are not anti-dilutive. Performance stock units are excluded from the calculation of dilutive potential common shares until the threshold performance conditions have been satisfied. At February 28, 2010, the threshold performance conditions for the November 16, 2007 grants had been satisfied resulting in the inclusion of 10,800 performance stock units in the calculation of diluted net earnings per share. The threshold performance conditions for the Company’s outstanding performance stock units had not been satisfied as of February 28, 2010 for the units granted on November 3, 2008 and November 12, 2009, resulting in the exclusion of 74,245 performance stock units from the calculation of diluted net earnings per share.

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

     There were 1,333 and 57,377 restricted stock units excluded from the calculation of diluted net earnings per share for the three months ended February 28, 2010 and 2009, respectively, since their inclusion would have been anti-dilutive. Additionally, there were 952 and 29,334 restricted stock units excluded from the calculation of diluted net earnings per share as a result of being anti-dilutive for the six months ended February 28, 2010 and 2009, respectively.

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(3) Comprehensive Income

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

	Three months ended						Six months ended
	February 28,						February 28,
$ in thousands	2010			2009			2010			2009
Comprehensive income:
Net earnings	$	5,978		$	150		$	12,655		$	6,472
Other comprehensive income(1):
Defined benefit pension plan, net of tax		28			27			56			54
Unrealized gain (loss) on cash flow hedges, net of tax		723			(115	)		556			415
Foreign currency translation, net of hedging activities		(3,816	)		(108	)		(872	)		(9,161	)
Total comprehensive income (loss)	$	2,913		$	(46	)	$	12,395		$	(2,220	)

⁽¹⁾ Net of tax expense of $527 and $493 for the three months and six months ended February 28, 2010, respectively. Net of tax (benefit) expense of ($21) and $416 for the three months and six months ended February 28, 2009, respectively.

(4) Income Taxes

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

     The Company recorded income tax expense of $0.6 million and $4.8 million for the three and six months ended February 28, 2010, respectively. The Company recorded an income tax benefit of $0.6 million and income tax expense of $2.8 million for the three and six months ended February 28, 2009, respectively. The estimated effective tax rate used to calculate income tax expense (benefit) before discrete items was 35.5% and 34.9% for the periods ended February 28, 2010 and 2009, respectively.

     For the three months ended February 28, 2010, the Company recorded two discrete items that reduced income tax expense. The first item was a benefit of $1.4 million related to previously discussed Nebraska Advantage Act Credits. The second item relates to the reversal of previously recorded liabilities for uncertain tax positions relating to taxation of certain of the Company’s international subsidiaries. This reversal was recorded due to the expiration of the statute of limitations in the respective tax jurisdictions without any actual tax liability being assessed. The benefit recorded was $0.4 million. For the six months ended February 28, 2010, the Company recorded the two discrete items discussed above as well as a discrete item resulting in $0.4 million of additional tax expense in the first quarter of fiscal 2010. In fiscal 2004 the European Commission (“EC”) overturned a tax deduction previously allowed by the French Tax Authorities and taken by the Company’s French subsidiary in a period prior to being owned by the Company. In the first quarter of fiscal 2010, the Company determined it had not previously recorded the tax obligation resulting from the EC ruling. The Company corrected the error and recorded an immaterial adjustment of $0.4 million to increase tax expense to reflect the correction of the tax obligation incurred during fiscal 2004. The Company has concluded that the impact of this correction is not material to its previously issued financial statements.

     For the three and six months ended February 28, 2009, the Company recorded two discrete items that reduced income tax expense for those periods. The first item was a benefit of $0.1 million related to the reversal of previously recorded liabilities for uncertain tax positions, relating to taxation of the Company’s Brazilian subsidiary. This reversal was recorded due to the expiration of the statute of limitations without any actual tax liability being assessed. The second item was a benefit of $0.3 million resulting from finalizing the fiscal 2008 income tax return calculation that was less than the estimated fiscal 2008 income tax provision.

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(5) Inventories

Inventories are stated at the lower of cost or market. Cost is determined by the last-in, first-out (“LIFO”) method for the Company’s Lindsay, Nebraska inventory and two warehouses in Idaho and Texas. Cost is determined by the first-in, first-out (“FIFO”) method for inventory at the Company’s Omaha, Nebraska warehouse, its wholly-owned subsidiaries, Barrier Systems, Inc. (“BSI”) and Watertronics, LLC, China and other non-U.S. warehouse locations. Cost is determined by the weighted average cost method for inventory at the Company’s other operating locations in Washington State, France, Brazil, Italy and South Africa. At all locations, the Company reserves for obsolete, slow moving, and excess inventory by estimating the net realizable value based on the potential future use of such inventory.

	February 28,			February 28,			August 31,
$ in thousands	2010			2009			2009
Inventory:
FIFO inventory	$	20,298		$	33,355		$	16,561
LIFO reserves		(6,927	)		(8,078	)		(7,190	)
LIFO inventory		13,371			25,277			9,371
Weighted average inventory		18,867			20,489			14,762
Other FIFO inventory		17,200			22,177			23,765
Obsolescence reserve		(2,241	)		(1,285	)		(1,643	)
Total inventories	$	47,197		$	66,658		$	46,255

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

	February 28,			February 28,			August 31,
	2010			2009			2009
Raw materials		13	%		10	%		7	%
Work in process		7	%		7	%		8	%
Finished goods and purchased parts		80	%		83	%		85	%

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(6) Property, Plant and Equipment

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

	February 28,			February 28,			August 31,
$ in thousands	2010			2009			2009
Operating property, plant and equipment:
Land	$	2,244		$	2,211		$	2,271
Buildings		28,983			23,209			28,622
Equipment		62,299			58,340			60,717
Other		4,524			8,820			6,863
Total operating property, plant and equipment		98,050			92,580			98,473
Accumulated depreciation		(56,077	)		(52,490	)		(55,077	)
Total operating property, plant and equipment, net	$	41,973		$	40,090		$	43,396
Leased property:
Machines		4,216			4,055			4,248
Barriers		16,436			15,830			16,253
Total leased property	$	20,652		$	19,885		$	20,501
Accumulated depreciation		(5,211	)		(3,196	)		(4,256	)
Total leased property, net	$	15,441		$	16,689		$	16,245
Property, plant and equipment, net	$	57,414		$	56,779		$	59,641

Depreciation expense was $2.0 million and $1.9 million for the three months ended February 28, 2010 and 2009, and $4.1 million and $3.8 million for the six months ended February 28, 2010 and 2009, respectively.

(7) Credit Arrangements

Euro Line of Credit

     The Company’s wholly-owned European subsidiary, Lindsay Europe, has an unsecured revolving line of credit with Societe Generale, a European commercial bank, under which it could borrow up to 2.3 million Euros, which equates to approximately USD $3.1 million as of February 28, 2010, for working capital purposes (the “Euro Line of Credit”). As of February 28, 2010 and August 31, 2009, there were no borrowings outstanding on the Euro Line of Credit. As of February 28, 2009 there was $2.3 million outstanding on the Euro Line of Credit, which was included in other current liabilities on the consolidated balance sheets. Under the terms of the Euro Line of Credit, borrowings, if any, bear interest at a floating rate in effect from time to time designated by the commercial bank as the Euro Interbank Offered Rate plus 150 basis points (1.83% at February 28, 2010). Unpaid principal and interest is due by January 31, 2011, which is the termination date of the Euro Line of Credit.

BSI Term Note

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

Snoline Term Note

     The Company’s wholly-owned Italian subsidiary, Snoline S.P.A. (“Snoline”) has an unsecured $13.2 million seven-year Term Note and Credit Agreement with Wells Fargo Bank, N.A. that was effective on December 27, 2006 (the “Snoline Term Note”). Borrowings under the Snoline Term Note are guaranteed by the Company and bear interest at a rate equal to LIBOR plus 50 basis points. The Snoline Term Note is due in December of 2013. On the same day as entering into the Snoline Term Note, the Company entered into a cross currency swap transaction obligating the Company to make quarterly payments of 0.4 million Euros per quarter over the same seven-year period as the Snoline Term Note and to

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receive payments of $0.5 million per quarter over a seven year period commencing March 27, 2007. This is approximately equivalent to converting the $13.2 million seven-year Snoline Term Note into a 10.0 million Euro seven-year term note at a fixed rate of 4.7% as described in Note 8, Financial Derivatives.

Revolving Credit Agreement

     The Company has an unsecured $30.0 million Revolving Credit Note and Credit Agreement with Wells Fargo Bank, N.A. (the “Revolving Credit Agreement”). The Company entered into the First Amendment to the Revolving Credit Agreement, effective January 23, 2010 in order to extend the Revolving Credit Agreement’s termination date from January 23, 2010 to January 23, 2012 as well as to modify the interest rate from LIBOR plus 50 basis points to LIBOR plus 120 basis points. The Revolving Credit Agreement, as amended, is hereinafter referred to as the “Amended Revolving Credit Agreement”. The borrowings from the Amended Revolving Credit Agreement will primarily be used for working capital purposes and funding acquisitions. At February 28, 2010 and 2009 and August 31, 2009, there was no outstanding balance on the Amended Revolving Credit Agreement.

     Borrowings under the Amended Revolving Credit Agreement bear interest at a rate equal to LIBOR plus 120 basis points, subject to adjustment as set forth in the Amended Revolving 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% on the unused portion of the Amended Revolving Credit Agreement. Unpaid principal and interest is due by January 23, 2012, which is the termination date of the Amended Revolving Credit Agreement.

The BSI Term Note, the Snoline Term Note and the Amended Revolving Credit Agreement (collectively, the “Notes”) each contain the same covenants, including certain covenants relating to the Company’s financial condition. These include maintaining a funded debt to EBITDA ratio, a fixed charge coverage ratio, and a current ratio (all as defined in the Notes) at specified levels. In connection with entering into the Amended Revolving Credit Agreement during the second quarter of fiscal 2010, these covenants for each of the Notes were modified by adding a tangible net worth requirement to the already existing covenants. Upon the occurrence of any event of default of these covenants specified in the Notes, including a change in control of the Company (as defined in the Notes), all amounts due thereunder may be declared to be immediately due and payable.

Outstanding long-term debt consists of the following:

	February 28,			February 28,			August 31,
$ in thousands	2010			2009			2009
BSI Term Note	$	15,000		$	19,286		$	17,143
Snoline Term Note	$	7,540			9,425			8,482
Less current portion		(6,171	)		(6,171	)		(6,171	)
Total long-term debt	$	16,369		$	22,540		$	19,454

Interest expense was $0.4 million and $0.5 million for the three months ended February 28, 2010 and 2009, and $0.8 million and $1.1 million for the six months ended February 28, 2010 and 2009, respectively.

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

Due within:
1 year	$	6,171
2 years		6,171
3 years		6,171
4 years		4,027
Thereafter		—
	$	22,540

(8) Financial Derivatives

The Company uses certain financial derivatives to mitigate its exposure to volatility in interest rates and foreign currency exchange rates. The Company uses these derivative instruments to hedge exposures in the ordinary course of business and does not invest in derivative instruments for speculative purposes. Each derivative is designated as a cash flow hedge, a hedge

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of a net investment, or remains undesignated. The Company records the fair value of these derivative instruments on the balance sheet. For those instruments that are designated as a cash flow hedge and meet certain documentary and analytical requirements to qualify for hedge accounting treatment, changes in the fair value for the effective portion are reported in other comprehensive income (“OCI”), net of related income tax effects, and are reclassified to the income statement when the effects of the item being hedged are recognized in the income statement. Changes in fair value of derivative instruments that qualify as hedges of a net investment in foreign operations are recorded as a component of accumulated currency translation adjustment in accumulated other comprehensive income (“AOCI”), net of related income tax effects. Changes in the fair value of undesignated hedges are recognized currently in the income statement as other income (expense). All changes in derivative fair values due to ineffectiveness are recognized currently in income.

Financial derivatives consist of the following:

	Fair Values of Derivative Instruments
	Asset (Liability) Derivatives
		February 28,			February 28,			August 31,
$ in thousands	Balance Sheet Location	2010			2009			2009
Derivatives designated as hedging instruments:
Interest rate swap	Other current liabilities	$	(530	)	$	(685	)	$	(602	)
Interest rate swap	Other noncurrent liabilities		(599	)		(1,036	)		(732	)
Cross currency swap	Other current liabilities		(291	)		(124	)		(425	)
Cross currency swap	Other noncurrent liabilities		(434	)		(60	)		(847	)
Total derivatives designated as hedging instruments1		$	(1,854	)	$	(1,905	)	$	(2,606	)
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Other current liabilities		—			(17	)		—
Total derivatives not designated as hedging instruments		$	—		$	(17	)	$	—

¹ Accumulated other comprehensive income included (gains) losses, net of related income tax effects, of ($0.4) million, less than ($0.1) million and $0.5 million at February 28, 2010 and 2009, and August 31, 2009, respectively, related to derivative contracts designated as hedging instruments.

Cash Flow Hedging Relationships

     In order to reduce interest rate risk on the BSI Term Note, the Company entered into an interest rate swap agreement with Wells Fargo Bank, N.A. that is designed to convert the variable interest rate on the entire amount of this borrowing to a fixed rate of 6.05% per annum. Under the terms of the interest rate swap, the Company receives variable interest rate payments and makes fixed interest rate payments on an amount equal to the outstanding balance of the BSI Term Note, thereby creating the equivalent of fixed-rate debt (see Note 7, Credit Arrangements). Changes in the fair value of the interest rate swap designated as a hedging instrument that effectively offset the variability of cash flows associated with variable-rate, long-term debt obligations are reported in AOCI, net of related income tax effects.

     Similarly, the Company entered into a cross currency swap transaction with Wells Fargo Bank, N.A. fixing the conversion rate of Euro to U.S. dollars for the Snoline Term Note at 1.3195 and obligating the Company to make quarterly payments of 0.4 million Euros per quarter over the same seven-year period as the Snoline Term Note and to receive payments of $0.5 million per quarter. In addition, the variable interest rate was converted to a fixed rate of 4.7%. This is approximately equivalent to converting the $13.2 million seven-year Snoline Term Note into a 10.0 million Euro seven-year term note at a fixed rate of 4.7%. Under the terms of the cross currency swap, the Company receives variable interest rate payments and makes fixed interest rate payments, thereby creating the equivalent of fixed-rate debt (see Note 7, Credit Arrangements). Changes in the fair value of the cross currency swap designated as a hedging instrument that effectively offset the hedged risks are reported in AOCI, net of related income tax effects.

     In order to reduce exposures related to changes in foreign currency exchange rates, the Company, at times, may enter into forward exchange or option contracts for transactions denominated in a currency other than the functional currency for certain of our operations. This activity primarily relates to economically hedging against foreign currency risk

-11-

in purchasing inventory, sales of finished goods, and future settlement of foreign denominated assets and liabilities. Changes in the fair value of the forward exchange contracts or option contracts designated as hedging instruments that effectively offset the hedged risks are reported in AOCI, net of related income tax effects. The Company had no forward exchange contracts or option contracts with cash flow hedging relationships outstanding at February 28, 2010, February 28, 2009 or August 31, 2009.

	Amount of Gain/(Loss) Recognized in OCI on Derivatives
	Three months ended					Six months ended
	February 28,					February 28,
$ in thousands	2010		2009			2010		2009
Interest rate swap	$	95	$	20		$	159	$	(231	)
Cross currency swap		628		(142	)		397		646
Foreign currency forward contracts		—		7			—		—
Total1	$	723	$	(115	)	$	556	$	415

⁽¹⁾ Net of tax expense of $296 and $246 for the three and six months ended February 28, 2010, respectively.
Net of tax (benefit) expense of ($38) and $103 for the three and six months ended February 28, 2009, respectively.

		Amount of (Loss) Reclassified from AOCI into Income
	Location of Loss	Three months ended						Six months ended
	Reclassified from	February 28,						February 28,
$ in thousands	AOCI into Income	2010			2009			2010			2009
Interest rate swap	Interest Expense	$	(220	)	$	(262	)	$	(456	)	$	(491	)
Cross currency swap	Interest Expense		(131	)		(55	)		(280	)		(159	)
Foreign currency forward contracts	Revenue		—			(15	)		—			(15	)
Foreign currency forward contracts	Other income (expense)		—			(49	)		—			(49	)
		$	(351	)	$	(381	)	$	(736	)	$	(714	)

		Gain/(Loss) Recognized in Income on Derivatives
		(Ineffectiveness)
	Gain/(Loss)	Three months ended				Six months ended
	Recognized in Income	February 28,				February 28,
$ in thousands	(Ineffectiveness)	2010		2009		2010			2009
Interest rate swap	Other income (expense)	$	7	$	75	$	(50	)	$	82
Cross currency swap	Other income (expense)		—		—		—			—
Foreign currency forward contracts	Other income (expense)		—		—		—			—
		$	7	$	75	$	(50	)	$	82

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Net Investment Hedging Relationships

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

	Amount of Gain/(Loss) Recognized in OCI on Derivatives
	Three months ended				Six months ended
	February 28,				February 28,
	2010		2009		2010		2009
Foreign currency forward contracts1	$	351	$	—	$	351	$	533

⁽¹⁾ Net of tax expense of $214 for the three and six months ended February 28, 2010.
Net of tax expense of $326 for the six months ended February 28, 2009.

     During the second quarter of fiscal 2010, the Company entered into and settled a Euro foreign currency forward contract resulting in an after-tax gain of $0.4 million which was included in OCI as part of a currency translation adjustment. For the three and six months ended February 28, 2010 and 2009, there were no amounts recorded in the consolidated statement of operations related to ineffectiveness of Euro foreign currency forward contracts. Accumulated currency translation adjustment in AOCI at February 28, 2010 and 2009 and August 31, 2009 reflected after-tax gains of $1.6 million, $1.2 million and $1.2 million, net of related income tax effects of $1.0 million, $0.8 million and $0.8 million, respectively, related to settled foreign currency forward contracts. At February 28, 2010 and 2009 and August 31, 2009, the Company had no outstanding Euro foreign currency forward contracts with net investment hedging relationships.

Derivatives Not Designated as Hedging Instruments

     In order to reduce exposures related to changes in foreign currency exchange rates, the Company, at times, may enter into forward exchange or option contracts for transactions denominated in a currency other than the functional currency for certain of the Company’s operations. This activity primarily relates to economically hedging against foreign currency risk in purchasing inventory, sales of finished goods, and future settlement of foreign denominated assets and liabilities. Changes in the fair value of undesignated hedges are recognized currently in the income statement as other income (expense).

		Amount Gain/(Loss) Recognized in Income on Derivatives
	Location of	Three months ended					Six months ended
	Gain/(Loss)	February 28,					February 28,
$ in thousands	Recognized in Income	2010		2009			2010		2009
Foreign currency forward contracts	Other income (expense)	$	—	$	(131	)	$	—	$	146

(9) Fair Value Measurements

The Financial Accounting Standards Board’s guidance on fair value measurements that establishes a framework for measuring fair value, and expands disclosures about fair value measurements was adopted by the Company for its financial assets and liabilities, effective September 1, 2008. In addition, the Company adopted this guidance for its nonfinancial assets and liabilities effective September 1, 2009. These nonfinancial assets and liabilities requiring nonrecurring fair value measurements include long-lived assets, goodwill and certain other intangible assets. These items are recognized at fair

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value when they are considered other than temporarily impaired. There were no required fair value adjustments for assets and liabilities measured at fair value on a non-recurring basis for the three and six months ended February 28, 2010.

     The fair value measurements guidance establishes the fair value hierarchy that prioritizes inputs to valuation techniques based on observable and unobservable data and categorizes the inputs into three levels, with the highest priority given to Level 1 and the lowest priority given to Level 3. The levels are described below.

• Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities.

• Level 2 — Significant observable pricing inputs other than quoted prices included within Level 1 that are either directly or indirectly observable as of the reporting date. Essentially, this represents inputs that are derived principally from or corroborated by observable market data.

• Level 3 — Generally unobservable inputs, which are developed based on the best information available and may include the Company’s own internal data.

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 February 28, 2010:

$ in thousands	Level 1		Level 2			Level 3		Total
Cash and cash equivalents	$	91,635	$	—		$	—	$	91,635
Derivative Liabilities		—		(1,854	)		—		(1,854	)

The carrying amount of long-term debt (including current portion) was $22.5 million as of February 28, 2010. The fair value of this debt at February 28, 2010 was estimated at $21.8 million. Fair value of long-term debt (including current portion) is estimated by discounting the future estimated cash flows of each instrument at current market interest rates for similar debt instruments of comparable maturities and credit quality.

(10) Commitments and Contingencies

In 1992, the Company entered into a consent decree with the Environmental Protection Agency of the United States Government (the “EPA”) in which the Company committed to remediate environmental contamination of the groundwater that was discovered in 1982 through 1990 at and adjacent to its Lindsay, Nebraska facility (the “site”). The site was added to the EPA’s list of priority superfund sites in 1989. Between 1993 and 1995, remediation plans for the site were approved by the EPA and fully implemented by the Company. Since 1998, the primary remaining contamination at the site has been the presence of volatile organic chemicals in the groundwater. The current remediation process consists of drilling wells into the aquifer and pumping water to the surface to allow these contaminants to be removed by aeration. In 2008, the Company and the EPA conducted a periodic five-year review of the status of the remediation of the contamination of the site. In response to the review, the Company and its environmental consultants have developed a remedial action work plan that will allow the Company and the EPA to better identify the boundaries of the contaminated groundwater and determine whether the contaminated groundwater is being contained by current and planned remediation methods. The Company accrues the anticipated cost of remediation when the obligation is probable and can be reasonably estimated. During the second quarter of fiscal 2010, the Company accrued incremental costs of $0.7 million for additional environmental monitoring and remediation in connection with the current ongoing supplemental remedial action work plan. Amounts accrued and included in balance sheet liabilities related to the remediation actions were $1.3 million, $1.0 million and $1.3 million at February 28, 2010, February 28, 2009 and August 31, 2009, respectively. Although the Company has accrued all reasonably estimable costs of completing the actions defined in the current ongoing work plan agreed to between the Company and the EPA, it is possible that additional testing may be required or additional actions could be requested or mandated by the EPA at any time, resulting in the recognition of additional related expenses.

(11) Retirement Plan

The Company has a supplemental non-qualified, unfunded retirement plan for six former employees. Plan benefits are based on the participant’s average total compensation during the three highest compensation years of employment during the ten years immediately preceding the participant’s retirement or termination. This unfunded supplemental retirement plan is not subject to the minimum funding requirements of ERISA. The Company has purchased life insurance policies on four of the

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participants named in this supplemental retirement plan to provide partial funding for this liability. Components of net periodic benefit cost for the Company’s supplemental retirement plan include:

	Three months ended				Six months ended
	February 28,				February 28,
$ in thousands	2010		2009		2010		2009
Net periodic benefit cost:
Service cost	$	—	$	—	$	—	$	—
Interest cost		88		87		175		174
Net amortization and deferral		45		44		90		88
Total net periodic benefit cost	$	133	$	131	$	265	$	262

(12) Warranties

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

The following tables provide the changes in the Company’s product warranties:

	Three months ended
	February 28,
$ in thousands	2010			2009
Warranties:
Product warranty accrual balance, beginning of period	$	1,477		$	1,801
Liabilities accrued for warranties during the period		674			310
Warranty claims paid during the period		(746	)		(513	)
Product warranty accrual balance, end of period	$	1,405		$	1,598

	Six months ended
	February 28,
$ in thousands	2010			2009
Warranties:
Product warranty accrual balance, beginning of period	$	1,736		$	2,011
Liabilities accrued for warranties during the period		1,421			1,386
Warranty claims paid during the period		(1,752	)		(1,799	)
Product warranty accrual balance, end of period	$	1,405		$	1,598

(13) Industry Segment Information

The Company manages its business activities in two reportable segments:

     Irrigation: This segment includes the manufacture and marketing of center pivot, lateral move, and hose reel irrigation systems as well as various water pumping stations and controls. The irrigation segment consists of eight 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 segment includes the manufacture and marketing of moveable barriers, specialty barriers and crash cushions, providing outsource manufacturing services and the manufacturing and selling of large diameter steel tubing and railroad signaling structures. The infrastructure segment consists of three operating segments that have similar economic characteristics and meet the aggregation criteria.

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     The accounting policies of the two reportable segments are described in the “Accounting Policies” section of Note A to the consolidated financial statements contained in the Company’s Form 10-K for the fiscal year ended August 31, 2009. 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. Certain segment reporting prescribed by current accounting standards is not shown as this information cannot be reasonably disaggregated by segment and is not utilized by the Company’s management.

     For the six months ended February 28, 2010, more than 10% of the total revenues generated by the Company were realized from the $19.6 million Mexico City road barrier project completed in the first half of fiscal 2010. The Company had no single customer representing 10% or more of its total revenues during the three months ended February 28, 2010 or the three and six months ended February 28, 2009.

Summarized financial information concerning the Company’s reportable segments is shown in the following table:

	Three months ended						Six months ended
	February 28,						February 28,
$ in thousands	2010			2009			2010			2009
Operating revenues:
Irrigation	$	67,895		$	48,424		$	121,161		$	134,388
Infrastructure		17,301			16,722			50,005			43,879
Total operating revenues	$	85,196		$	65,146		$	171,166		$	178,267
Operating income:
Irrigation	$	12,028		$	4,183		$	18,772		$	17,495
Infrastructure		(1,154	)		(1,733	)		6,531			9
Segment operating income		10,874			2,450			25,303			17,504
Unallocated general and administrative expenses		(3,960	)		(2,899	)		(7,228	)		(6,157	)
Interest and other income, net		(358	)		(17	)		(591	)		(2,032	)
Earnings before income taxes	$	6,556		$	(466	)	$	17,484		$	9,315
Total Capital Expenditures:
Irrigation	$	21		$	2,145		$	542		$	3,971
Infrastructure		528			756			1,443			1,205
	$	549		$	2,901		$	1,985		$	5,176
Total Depreciation and Amortization:
Irrigation	$	1,112		$	1,107		$	2,221		$	2,251
Infrastructure		1,557			1,518			3,129			3,060
	$	2,669		$	2,625		$	5,350		$	5,311

	February 28,		February 28,		August 31,
	2010		2009		2009
Total Assets:
Irrigation	$	217,096	$	186,002	$	186,558
Infrastructure		104,070		110,880		121,339
	$	321,166	$	296,882	$	307,897

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(14) Share Based Compensation

The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors based on estimated fair values. The Company’s current share-based compensation plan, approved by the stockholders of the Company, provides for awards of stock options, restricted shares, restricted stock units, stock appreciation rights, performance shares and performance stock units to employees and non-employee directors of the Company. In connection with the restricted stock units and performance stock units, the Company is accruing compensation expense based on the estimated number of shares expected to be issued utilizing the most current information available to the Company at the date of the financial statements. Share-based compensation expense was $0.6 million and $0.5 million for the three months ended February 28, 2010 and 2009, respectively. Share-based compensation expense was $1.2 million and $0.9 million for the six months ended February 28, 2010 and 2009, respectively.

     During the second quarter of fiscal 2010, the Company awarded its annual grant of restricted stock units to its independent members of the Board of Directors at a grant date fair value of $40.02 per share. Total units granted were 5,978 restricted stock units. These restricted stock units were the final awards issued from the 2006 Long-Term Incentive Plan and will vest on November 1, 2010.

     On January 25, 2010, the stockholders of the Company approved the 2010 Long-Term Incentive Plan (the “2010 Plan”). The 2010 Plan replaces its predecessor plan, the 2006 Long-Term Incentive Plan (the “Predecessor Plan”). The 2010 Plan provides for awards of stock options, restricted shares, restricted stock units, stock appreciation rights, performance shares and performance stock units to employees and non-employee directors of the Company. The maximum number of shares as to which stock awards may be granted under the 2010 Plan is 435,000 shares. In addition, any shares subject to awards under the Predecessor Plan or the Company’s 2001 Long-Term Incentive Plan that expire, are forfeited or become unexercisable without having been issued will also be authorized for issuance under the 2010 Plan. At February 28, 2010, no awards had been granted under the 2010 Plan.

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

Concerning Forward-Looking Statements

This quarterly report on Form 10-Q contains not only historical information, but also forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements that are not historical are forward-looking and reflect expectations for future Company conditions or performance. In addition, forward-looking statements may be made orally or in press releases, conferences, reports, on the Company’s worldwide web site, or otherwise, in the future by or on behalf of the Company. When used by or on behalf of the Company, the words “expect”, “anticipate”, “estimate”, “believe”, “intend”, “will”, and similar expressions generally identify forward-looking statements. The entire section entitled “Market Conditions and Fiscal 2010 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, 2009. Readers should not place undue reliance on any forward-looking statement and should recognize that the statements are predictions of future results or conditions, which may not occur as anticipated. Actual results or conditions could differ materially from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described herein, as well as others not now anticipated. The risks and uncertainties described herein are not exclusive and further information concerning the Company and its businesses, including factors that potentially could materially affect the Company’s financial results, may emerge from time to time. Except as required by law, the Company assumes no obligation to update forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.

Accounting Policies

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

     The Company’s accounting policies that are most important to the presentation of its results of operations and financial condition, and which require the greatest use of judgments and estimates by management, are designated as its critical accounting policies. See further discussion of the Company’s critical accounting policies under Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the Company’s year ended August 31, 2009. 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 six months ended February 28, 2010.

Overview

Lindsay Corporation (“Lindsay” or the “Company”) is a leading designer and manufacturer of self-propelled center pivot and lateral move irrigation systems that are used principally in the agricultural industry to increase or stabilize crop production while conserving water, energy, and labor. The Company has been in continuous operation since 1955 and is one of the pioneers in the automated irrigation industry. Through the acquisition of Watertronics, LLC (“Watertronics”) in January 2008, the Company entered the market for water pumping stations and controls which provides further opportunities for integration with irrigation control systems. The Company also manufactures and markets various infrastructure products, including moveable barriers for traffic lane management, crash cushions, road marking and other road safety devices. In addition, the Company’s infrastructure segment produces large diameter steel tubing and railroad signaling structures, and provides outsourced manufacturing and production services for other companies. Industry segment information about Lindsay is included in Note 13 to the consolidated financial statements.

     Lindsay, a Delaware corporation, maintains its corporate offices in Omaha, Nebraska, USA. The Company’s principal irrigation manufacturing facility is located in Lindsay, Nebraska, USA. The Company also has international sales and irrigation production facilities in France, Brazil, South Africa and China which provide it with important bases of operations in key international markets. Lindsay Europe SAS, located in France, was acquired in March 2001 and

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manufactures and markets irrigation equipment for the European market. Lindsay America do Sul Ltda., located in Brazil, was acquired in April 2002 and manufactures and markets irrigation equipment for the South American market. Lindsay Manufacturing Africa, (PTY) Ltd., located in South Africa, was organized in September 2002 and manufactures and markets irrigation equipment for the sub-Saharan Africa market. Lindsay (Tianjin) Industry Co., Ltd., located in China, was organized in June 2009 and manufactures and markets irrigation equipment for the Chinese market. In addition, the Company leases office space in Beijing, China and leases warehouse space in Dalian, China.

     Watertronics, located in Hartland, Wisconsin, designs, manufactures, and services water pumping stations and controls for the golf, landscape and municipal markets. Watertronics has been in business since 1986 and was acquired by the Company in January 2008.

     Lindsay has two additional irrigation operating subsidiaries. Irrigation Specialists, Inc. (“Irrigation Specialists”) is a retail irrigation dealership based in Washington State that operates at three locations. Irrigation Specialists was acquired by the Company in March 2002 and provides a strategic distribution channel in a key regional irrigation market. Lindsay Transportation, Inc. (“LTI”), located in Lindsay, Nebraska, primarily brokers delivery of irrigation equipment in the U.S.

     Barrier Systems, Inc. (“BSI”), located in Rio Vista, California, manufactures moveable barrier products, specialty barriers and crash cushions. BSI has been in business since 1984 and was acquired by the Company in June 2006.

     Snoline S.P.A. (“Snoline”), located in Milan, Italy, was acquired in December 2006, and is engaged in the design, manufacture and sale of road marking and safety equipment for use on roadways.

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Results of Operations

For the Three Months ended February 28, 2010 compared to the Three Months ended February 28, 2009

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 February 28, 2010 and 2009. It should be read together with the industry segment information in Note 13 to the condensed consolidated financial statements:

	Three months ended						Percent
	February 28,						Increase
$ in thousands	2010			2009			(Decrease)
Consolidated
Operating revenues	$	85,196		$	65,146			30.8	%
Cost of operating revenues	$	63,067		$	51,870			21.6	%
Gross profit	$	22,129		$	13,276			66.7	%
Gross margin		26.0	%		20.4	%
Operating expenses (1)	$	15,215		$	13,725			10.9	%
Operating income (loss)	$	6,914		$	(449	)		1639.9	%
Operating margin		8.1	%		-0.7	%
Interest expense	$	(356	)	$	(480	)		(25.8	)%
Interest income	$	83		$	225			(63.1	)%
Other income (expense), net	$	(85	)	$	238			(135.7	)%
Income tax provision (benefit)	$	578		$	(616	)		193.8	%
Effective income tax rate		8.8	%		132.2	%
Net earnings	$	5,978		$	150			3885.3	%
Irrigation Equipment Segment
Segment operating revenues	$	67,895		$	48,424			40.2	%
Segment operating income (2)	$	12,028		$	4,183			187.5	%
Segment operating margin (2)		17.7	%		8.6	%
Infrastructure Products Segment
Segment operating revenues	$	17,301		$	16,722			3.5	%
Segment operating income (loss) (2)	$	(1,154	)	$	(1,733	)		33.4	%
Segment operating margin (2)		-6.7	%		-10.4	%

(1)	Includes $4.0 million and $2.9 million of unallocated general and administrative expenses for the three months ended February 28, 2010 and 2009, respectively.
(2)	Excludes unallocated general and administrative expenses.Beginning in fiscal 2009, segment-specific general and administrative expenses have been allocated to each of the Company’s reporting segments. Prior year disclosures have been modified accordingly.

Revenues

Operating revenues for the three months ended February 28, 2010 increased by 31% to $85.2 million compared with $65.1 million for the three months ended February 28, 2009. The increase is attributable to a $19.5 million increase in irrigation equipment revenues and a $0.6 million increase in infrastructure revenues.

     Domestic irrigation equipment revenues for the three months ended February 28, 2010 of $38.8 million increased 16% compared to the same period last year. The increase in domestic irrigation revenues is primarily due to an increase in the number of irrigation systems sold as compared to the prior year’s second fiscal quarter. The increase in the number of units sold was partially offset by a lower average price per unit. Agricultural commodity prices, for corn, soybeans and wheat are relatively similar to prices at the same time last year; however, there is a sense that farmers are moving beyond the shock effect of the economic recession experienced last year. USDA projections for 2010 Net Farm Income indicate a

- 20 -

12% increase compared to 2009 estimates and near the ten year average. International irrigation equipment revenues for the three months ended February 28, 2010 of $29.1 million increased 93% from $15.0 million compared to the same prior year period. Significant export increases in Mexico and Central America along with strong revenues from the Company’s South American international irrigation business unit, drove the second quarter increase. During the second fiscal quarter, exports to Mexico rose significantly as farmers raced to receive equipment prior to the expiration of a government subsidy.

     Infrastructure products segment revenues for the three months ended February 28, 2010 of $17.3 million increased 4% from the same prior year period. The increase in revenue was driven by the completion of the $19.6 million Mexico City road barrier project (the “Mexico City road project”). This was partially offset by decreased revenue in contract manufacturing and commercial tubing compared to the prior year’s second quarter. Contract manufacturing, which is less than 2% of total revenue in the quarter, decreased approximately 55% from the same time last year. This decrease reflects the recession impact on the Company’s customers for the manufacturing services, as well as companies pulling in work from contract manufacturers. BSI’s revenues were up 29% during the second fiscal quarter, with most of the increase due to the completion of the Mexico City road project.

Gross Margin

Gross profit was $22.1 million for the three months ended February 28, 2010; an increase of $8.9 million compared to the three months ended February 28, 2009. Gross margin was 26.0% for the three months ended February 28, 2010 compared to 20.4% for the same prior year period. Infrastructure margins increased primarily due to increased revenues of moveable barrier product. Irrigation margins increased from improved factory efficiencies at the Company’s Lindsay, Nebraska facility and a favorable regional sales mix compared to the same prior year period. While irrigation margins increased during the second fiscal quarter, the average irrigation price per unit was down approximately 5% from the same time last year, reflecting competitive action to pass through lower steel costs. Toward the end of the second fiscal quarter, steel prices moved somewhat higher and the Company anticipates effectively passing-through those increases. However, the Company has seen a recent increase in competitive pricing pressure in the U.S. market that could impact its ability to pass through price increases. In addition, during the second quarter of fiscal 2010, the Company recognized incentive wage and investment tax credits from the state of Nebraska’s economic development program, the Nebraska Advantage Act (the “Nebraska Advantage Act Credits”) which improved gross profit by $0.6 million and gross margin by 0.8% for the three months ended February 28, 2010.

Operating Expenses

The Company’s operating expenses of $15.2 million for the three months ended February 28, 2010 were $1.5 million higher than the same prior year period. The increase in operating expenses was due in large part to inclusion of $0.7 million of incremental expenses for additional environmental monitoring and remediation as part of an EPA work plan at the Company’s Lindsay, Nebraska facility and $0.7 million of higher employee medical expenses. In addition, an increase in incentive compensation expense was essentially offset by other personnel related expense reductions and $0.3 million of Nebraska Advantage Act Credits. Operating expenses were 17.9% of sales for the three months ended February 28, 2010 compared to 21.1% of sales for the three months ended February 28, 2009.

Interest

Interest expense for the three months ended February 28, 2010 decreased by $0.1 million compared to the same prior year period. The decrease in interest expense is due to the principal reductions on the Company’s two outstanding term notes.

     Interest income for the three months ended February 28, 2010 decreased by $0.1 million compared to the same prior year period. The decrease in interest income is primarily due to earning a lower interest rate on investments of the Company’s cash balances.

Income Taxes

The Company recorded income tax expense of $0.6 million for the three months ended February 28, 2010 and income tax benefit of $0.6 million for the three months ended February 28, 2009.

     For the three months ended February 28, 2010, the Company recorded two discrete items that reduced income tax expense. The first item was a benefit of $1.4 million related to the Nebraska Advantage Act Credits. The second item relates to the reversal of previously recorded liabilities for uncertain tax positions relating to taxation of certain of the Company’s international subsidiaries. This reversal was recorded due to the expiration of the statute of limitations in the respective tax jurisdictions without any actual tax liability being assessed. The benefit recorded was $0.4 million.

     For the three months ended February 28, 2009, the Company recorded two discrete items that increased the income tax benefit. The first item was a benefit of $0.1 million related to the reversal of previously recorded liabilities for uncertain tax positions, relating to taxation of the Company’s Brazilian subsidiary. This reversal was recorded due to the

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expiration of the statute of limitations without any actual tax liability being assessed. The second item was a benefit of $0.3 million resulting from finalizing the fiscal 2008 income tax return calculation that was less than the estimated fiscal 2008 income tax provision.

Net Earnings

Net earnings were $6.0 million or $0.48 per diluted share for the three months ended February 28, 2010 compared with $0.2 million or $0.01 per diluted share for the same prior year period. Included in net earnings for the three months ended February 28, 2010 is an after-tax net benefit of $2.0 million, or $0.16 per diluted share, from the Nebraska Advantage Act Credits.

For the Six Months ended February 28, 2010 compared to the Six Months ended February 28, 2009

	Six months ended						Percent
	February 28,						Increase
$ in thousands	2010			2009			(Decrease)
Consolidated
Operating revenues	$	171,166		$	178,267			(4.0	)%
Cost of operating revenues	$	123,233		$	136,342			(9.6	)%
Gross profit	$	47,933		$	41,925			14.3	%
Gross margin		28.0	%		23.5	%
Operating expenses (1)	$	29,858		$	30,578			(2.4	)%
Operating income	$	18,075		$	11,347			59.3	%
Operating margin		10.6	%		6.4	%
Interest expense	$	(817	)	$	(1,105	)		(26.1	)%
Interest income	$	166		$	541			(69.3	)%
Other income (expense), net	$	60		$	(1,468	)		104.1	%
Income tax provision	$	4,829		$	2,843			69.9	%
Effective income tax rate		27.6	%		30.5	%
Net earnings	$	12,655		$	6,472			95.5	%
Irrigation Equipment Segment
Segment operating revenues	$	121,161		$	134,388			(9.8	)%
Segment operating income (2)	$	18,772		$	17,495			7.3	%
Segment operating margin (2)		15.5	%		13.0	%
Infrastructure Products Segment
Segment operating revenues	$	50,005		$	43,879			14.0	%
Segment operating income (2)	$	6,531		$	9			72466.7	%
Segment operating margin (2)		13.1	%		0.0	%

(1)	Includes $7.2 million and $6.2 million of unallocated general and administrative expenses for the six months ended February 28, 2010 and 2009, respectively.
(2)	Excludes unallocated general and administrative expenses.Beginning in fiscal 2009, segment-specific general and administrative expenses have been allocated to each of the Company’s reporting segments.Prior year disclosures have been modified accordingly.

Revenues

Operating revenues for the six months ended February 28, 2010 decreased by $7.1 million to $171.2 million compared with $178.3 million for the six months ended February 28, 2009. The decrease is attributable to a $13.2 million decrease in irrigation equipment revenues partially offset by an increase of $6.1 million in infrastructure segment revenues.

     Domestic irrigation equipment revenues for the six months ended February 28, 2010 of $71.6 million decreased $15.4 million compared to the same period last year. The six months ended February 28, 2009 reflected a record first quarter irrigation revenue, working off a record backlog from the end of fiscal 2008. The Company saw a significant decline in orders in the quarters following August 31, 2008 as a result of the economic slowdown. International irrigation

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equipment revenues for the six months ended February 28, 2010 increased $2.2 million as compared to the first six months of fiscal 2009. The Company’s revenues from international markets were also impacted by the record revenue in the first fiscal quarter of 2009. Management believes that the combination of factors described above in the discussion of the three months ended February 28, 2010 also contributed to the increase in international irrigation revenues for the six-month period and more than offsets the impact of the record revenue recorded in the first fiscal quarter of 2009.

     Infrastructure products segment revenue of $50.0 million for the six months ended February 28, 2010 represented an increase of $6.1 million from the same prior year period. For the six month period revenue increased at Barrier Systems by over 70% compared to the first six months of fiscal 2009. The completion of the $19.6 million Mexico City road project benefited Barrier Systems during the first half of fiscal 2010. Management believes that the combination of factors described above in the discussion of the three months ended February 28, 2010 also contributed to the decrease in Diversified Manufacturing revenues for the six-month period.

Gross Margin

Gross profit for the six months ended February 28, 2010 was $47.9 million, an increase of $6.0 million compared to the same prior year period. Gross margin percentage for the six months ended February 28, 2010 increased to 28.0% from the 23.5% achieved during the same prior year period. Management believes that the combination of factors described above in the discussion of the three months ended February 28, 2010 also contributed to the increase in gross margin for the six-month period.

Operating Expenses

Operating expenses during the first half of fiscal 2010 decreased by $0.7 million to $29.9 million compared to the same prior year period. The lower operating expenses were primarily due to reduced personnel related costs and Nebraska Advantage Act Credits. This decrease was partially offset by increased medical and incentive compensation expenses.

Interest, Other Income (Expense), net

Interest expense during the six months ended February 28, 2010 of $0.8 million decreased $0.3 million from the $1.1 million recognized during the same prior year period for fiscal 2009. The decrease in interest expense is due to lower interest expense payments resulting from principal reductions on the Company’s two outstanding term notes.

     Interest income during the six months ended February 28, 2010 decreased by $0.4 million compared to the same prior year period. The decrease in interest income is primarily due to earning a lower interest rate on investments of the Company’s cash balances.

     Other income (expense), net during the six months ended February 28, 2010 increased from an expense of $1.5 million to income of $0.1 million compared with the same prior year period. The higher expense for the first half of fiscal 2009 primarily resulted from foreign currency transaction losses realized from the volatility of exchange rates.

Income Taxes

The Company recorded income tax expense of $4.8 million and $2.8 million for the six months ended February 28, 2010 and 2009, respectively. The effective tax rate used to calculate income tax expense before discrete items was 35.5% and 34.9% for the six months ended February 28, 2010 and 2009, respectively.

     For the six months ended February 28, 2010, the Company recorded three discrete items that reduced income tax expense. The first item was a benefit of $1.4 million related to the Nebraska Advantage Act Credits. The next item relates to the reversal of previously recorded liabilities for uncertain tax positions relating to taxation of the Company’s international subsidiaries. This reversal was recorded due to the expiration of the statute of limitations in the respective tax jurisdictions without any actual tax liability being assessed. The benefit recorded was $0.4 million. Lastly, the Company recorded a discrete item resulting in $0.4 million of additional tax expense in the first quarter of fiscal 2010. In fiscal 2004 the European Commission (“EC”) overturned a tax deduction previously allowed by the French Tax Authorities and taken by the Company’s French subsidiary in a period prior to being owned by the Company. In the current period, the Company determined it had not previously recorded the tax obligation resulting from the EC ruling. The Company corrected the error and recorded an immaterial adjustment of $0.4 million to increase tax expense to reflect the correction of the tax obligation incurred during fiscal 2004. The Company has concluded that the impact of this correction is not material to its previously issued financial statements.

     For the six months ended February 28, 2009, the Company recorded two discrete items that reduced income tax expense. The first item was a benefit of $0.1 million related to the reversal of previously recorded liabilities for uncertain tax positions, relating to taxation of the Company’s Brazilian subsidiary. This reversal was recorded due to the expiration of the statute of limitations without any actual tax liability being assessed. The second item was a benefit of $0.3 million

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resulting from finalizing the fiscal 2008 income tax return calculation that was less than the estimated fiscal 2008 income tax provision.

Net Earnings

Net earnings were $12.7 million or $1.01 per diluted share for the six months ended February 28, 2010 compared with $6.5 million or $0.52 per diluted share for the same prior year period. Included in net earnings for the six months ended February 28, 2010 is an after-tax net benefit of $2.0 million, or $0.16 per diluted share, from the Nebraska Advantage Act Credits.

Liquidity and Capital Resources

The Company requires cash for financing its receivables and inventories, paying operating costs and capital expenditures, and for dividends. The Company meets its liquidity needs and finances its capital expenditures from its available cash and funds provided by operations along with borrowings under four credit arrangements that are described below.

     The Company’s cash and cash equivalents totaled $91.6 million at February 28, 2010 compared with $41.1 million at February 28, 2009 and $85.9 million at August 31, 2009.

     The Company currently maintains two bank lines of credit with Wells Fargo Bank, N.A. and Societe Generale to provide additional working capital or to fund acquisitions, if needed. The Company has an unsecured $30.0 million Revolving Credit Note and Credit Agreement with Wells Fargo Bank, N.A. (the “Revolving Credit Agreement”). The Company entered into the First Amendment to the Revolving Credit Agreement (the “Amended Revolving Credit Agreement”), effective as of January 23, 2010, in order to extend the Revolving Credit Agreement’s termination date from January 23, 2010 to January 23, 2012 as well as to modify the interest rate from LIBOR plus 50 basis points to LIBOR plus 120 basis points. As of February 28, 2010 and 2009 and August 31, 2009, there was no outstanding balance on the Amended Revolving Credit Agreement.

     Borrowings under the Amended Revolving Credit Agreement bear interest at a rate equal to LIBOR plus 120 basis points, subject to adjustment as set forth in the Amended Revolving Credit Agreement. Interest is repaid on a monthly or quarterly basis depending on loan type. The Company also pays an annual commitment fee of 0.25% on the unused portion of the Amended Revolving Credit Agreement. Unpaid principal and interest is due by January 23, 2012, which is the termination date of the Amended Revolving Credit Agreement.

     The Company’s wholly-owned European subsidiary, Lindsay Europe, has an unsecured revolving line of credit with Societe Generale, a European commercial bank, under which it could borrow up to 2.3 million Euros, which equates to approximately $3.1 million as of February 28, 2010, for working capital purposes (the “Euro Line of Credit”). At February 28, 2010 and August 31, 2009 there were no borrowings outstanding under the Euro Line of Credit. As of February 28, 2009, there was $2.3 million outstanding on the Euro Line of Credit. Under the terms of the Euro Line of Credit, borrowings, if any, bear interest at a floating rate in effect from time to time designated by the commercial bank as the Euro Interbank Offered Rate plus 150 basis points (all inclusive, 1.83% at February 28, 2010). Unpaid principal and interest is due by January 31, 2011, which is the termination date of the Euro Line of Credit.

     The Company also has two term loan arrangements that it used to finance previous acquisitions. The Company entered into an unsecured $30.0 million Term Note and Credit Agreement, each effective as of June 1, 2006, with Wells Fargo Bank, N.A. (collectively, the “BSI Term Note”) to partially finance the acquisition of BSI. Borrowings under the BSI Term Note bear interest at a rate equal to LIBOR plus 50 basis points. However, this variable interest rate has been converted to a fixed rate of 6.05% through an interest rate swap agreement with the lender. Principal is repaid quarterly in equal payments of $1.1 million over a seven-year period that commenced in September, 2006. The BSI Term Note is due in June of 2013.

     On December 27, 2006, the Company’s wholly-owned Italian subsidiary entered into an unsecured $13.2 million seven-year Term Note and Credit Agreement (the “Snoline Term Note”) with Wells Fargo Bank, N.A. Borrowings under the Snoline Term Note are guaranteed by the Company and bear interest at a rate equal to LIBOR plus 50 basis points. The Snoline Term Note is due in December of 2013. In connection with the Snoline Term Note, the Company entered into a cross currency swap transaction obligating the Company to make quarterly payments of 0.4 million Euros per quarter over the same seven-year period as the Snoline Term Note and to receive payments of $0.5 million per quarter. In addition, the variable interest rate was converted to a fixed rate of 4.7%. This is approximately equivalent to converting the $13.2 million seven-year Snoline Term Note into a 10.0 million Euro seven-year term note at a fixed rate of 4.7%.

     The BSI Term Note, the Snoline Term Note and the Amended Revolving Credit Agreement (collectively, the “Notes”) each contain the same covenants, including certain covenants relating to Lindsay’s financial condition. These include maintaining a funded debt to EBITDA ratio, a fixed charge coverage ratio, and a current ratio (all as defined in the Notes) at specified levels. In connection with entering into the Amended Revolving Credit Agreement during the second

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quarter of fiscal 2010, these covenants for each of the Notes were modified by adding a tangible net worth requirement to the already existing covenants. Upon the occurrence of any event of default of these covenants specified in the Notes, including a change in control of the Company (as defined in the Notes), all amounts due under the Notes may be declared to be immediately due and payable. At February 28, 2010, the Company was in compliance with all loan covenants.

     The risk of receivable collectability has increased as global economic conditions have softened. In response, the Company continuously monitors the receivable portfolio and takes aggressive collection actions when required. In light of the ongoing significant changes in credit market liquidity and the general slowdown in the global economy, the Company still believes its current cash resources, projected operating cash flow, and remaining capacity under its bank lines of credit are sufficient to cover all of its expected working capital needs, planned capital expenditures, dividends, and other cash requirements, excluding potential acquisitions.

     Cash flows provided by operations totaled $11.1 million during the six months ended February 28, 2010 compared to $2.0 million used in operations during the same prior year period. Cash provided by operations improved $13.1 million primarily due to increased net earnings and a decrease in cash used for working capital items.

     Cash flows used in investing activities totaled $1.0 million during the six months ended February 28, 2010 compared to cash flows used in investing activities of $4.3 million during the same prior year period. The decrease in cash used for investing activities was primarily due to a decrease of $3.2 million of purchases of property, plant and equipment.

     Cash flows used in financing activities totaled $4.2 million during the six months ended February 28, 2010 compared to cash flows used in financing activities of $3.2 million during the same prior year period. The increase in cash used in financing activities was primarily due to $0.8 million cash received from the revolving line of credit during the six months ended February 28, 2009. During the six months ended February 28, 2009, the Company’s French subsidiary’s net borrowings were $0.8 million on its revolving line of credit compared to $0 during the six months ended February 28, 2010.

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, 2009.

Market Conditions and Fiscal 2010 Outlook

Agricultural commodity prices for corn, soybeans and wheat are relatively similar to prices at the same time last year; however, there is a sense that farmers are moving beyond the shock effect of the economic recession experienced last year. USDA projections for 2010 Net Farm Income indicate a 12% increase compared to 2009 estimates and near the ten year average. Irrigation demand for the full fiscal 2010 remains unclear, as the Company is still only half way through the peak selling period, but the Company has seen improved demand in most regions of the country and overall irrigation demand is expected to be slightly better than fiscal 2009. In the international markets a few select regions appear to be rebounding at a faster pace compared to the rest of the world.

     In the infrastructure markets, interest in the moveable barrier product line for traffic mitigation remains very strong throughout the world. While the $19.6 million Mexico City road project was the largest project for the product line to-date, the Company’s list of potential projects continues to include ones of similar size as well as many smaller projects. Many of the Company’s other highway safety products, primarily the Company’s line of crash cushions, are more directly impacted by federal highway bill spending, which appears to be stabilized for the near-term. Infrastructure spending continues to remain uncertain beyond 2010, pending the passage of a new long-term highway bill.

     Overall, the Company continues to focus on working capital management and tight spending control in all of the Company’s operations. The Company’s focus on improving cash flow has resulted in increasing cash and cash equivalents by $50.5 million to $91.6 million compared with the prior year. The Company also reduced debt by $6.2 million over the same period.

     As of February 28, 2010, the Company had an order backlog of $33.6 million compared with $36.1 million at November 30, 2009 and $45.5 million at February 28, 2009. The February 28, 2009 backlog included $19.6 million for the Mexico City road project that was completed in the first half of fiscal 2010.

     In the long term, the global drivers of increasing food production, improving water-use efficiency, expanding bio-fuel production, expanding interest in reducing environmental impacts and improving transportation infrastructure continue to be positive drivers of demand for the Company’s products. The Company’s strong balance sheet has well-positioned the Company to invest in growth initiatives both organically and through acquisitions.

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Recently Issued Accounting Pronouncements

In October 2009, the FASB issued ASU No. 2009-13 (“ASU 2009-13”), which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. ASU 2009-13 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. The Company is still assessing the impact that the adoption of this standard will have on its consolidated financial statements, but expects the impact to be minimal.

ITEM 3 — Quantitative and Qualitative Disclosures About Market Risk

The Company uses certain financial derivatives to mitigate its exposure to volatility in interest rates and foreign currency exchange rates. The Company uses these derivative instruments to hedge exposures in the ordinary course of business and does not invest in derivative instruments for speculative purposes. The credit risk under these interest rate and foreign currency agreements is not considered to be significant.

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

     In order to reduce exposures related to changes in foreign currency exchange rates, the Company, at times, may enter into forward exchange or option contracts for transactions denominated in a currency other than the functional currency for certain of our operations. This activity primarily relates to economically hedging against foreign currency risk in purchasing inventory, sales of finished goods, and future settlement of foreign denominated assets and liabilities.

     In order to reduce translation exposure resulting from translating the financial statements of its international subsidiaries into U.S. dollars, the Company, at times, utilizes Euro foreign currency forward contracts to hedge its Euro net investment exposure in its foreign operations. During the second quarter of fiscal 2010, the Company entered into and settled a Euro foreign currency forward contract resulting in an after-tax gain of $0.4 million which was included in other comprehensive income as part of currency translation adjustment. This gain partially offset the translation losses recognized during the second quarter due to the declining Euro.

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

     Similarly, the Company entered into a cross currency swap transaction fixing the conversion rate of Euros to U.S. dollars for the Snoline Term Note at 1.3195 and obligating the Company to make quarterly payments of 0.4 million Euros per quarter over the same seven-year period as the Snoline Term Note and to receive payments of $0.5 million per quarter. In addition, the variable interest rate was converted to a fixed rate of 4.7%. This is approximately equivalent to converting the $13.2 million seven-year Snoline Term Note into a 10.0 million Euro seven-year term note at a fixed rate of 4.7%. Under the terms of the cross currency swap, the Company receives variable interest rate payments and makes fixed interest rate payments, thereby creating the equivalent of fixed-rate debt.

ITEM 4 — Controls and Procedures

     As of the end of the period covered by this report, 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 February 28, 2010.

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

Part II — OTHER INFORMATION

ITEM 1 — Legal Proceedings

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

Environmental Matters

In 1992, the Company entered into a consent decree with the Environmental Protection Agency of the United States Government (the “EPA”) in which the Company committed to remediate environmental contamination of the groundwater that was discovered in 1982 through 1990 at and adjacent to its Lindsay, Nebraska facility (the “site”). The site was added to the EPA’s list of priority superfund sites in 1989. Between 1993 and 1995, remediation plans for the site were approved by the EPA and fully implemented by the Company. Since 1998, the primary remaining contamination at the site has been the presence of volatile organic chemicals in the groundwater. The current remediation process consists of drilling wells into the aquifer and pumping water to the surface to allow these contaminants to be removed by aeration. In 2008, the Company and the EPA conducted a periodic five-year review of the status of the remediation of the contamination of the site. In response to the review, the Company and its environmental consultants have developed a remedial action work plan that will allow the Company and the EPA to better identify the boundaries of the contaminated groundwater and determine whether the contaminated groundwater is being contained by current and planned remediation methods. The Company accrues the anticipated cost of remediation when the obligation is probable and can be reasonably estimated. During the second quarter of fiscal 2010, the Company accrued incremental costs of $0.7 million for additional environmental monitoring and remediation in connection with the current ongoing supplemental remedial action work plan. Amounts accrued and included in balance sheet liabilities related to the remediation actions were $1.3 million, $1.0 million and $1.3 million at February 28, 2010 and 2009 and August 31, 2009, respectively. Although the Company has accrued all reasonably estimable costs of completing the actions defined in the current ongoing work plan agreed to between the Company and the EPA, it is possible that additional testing may be required or additional actions could be requested or mandated by the EPA at any time, resulting in the recognition of additional related expenses.

ITEM 1A — Risk Factors

There have been no material changes in our risk factors as described in our Form 10-K for the fiscal year ended August 31, 2009.

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

The Company made no repurchases of its common stock under the Company’s stock repurchase plan during the quarter ended February 28, 2010; therefore, tabular disclosure is not presented. From time to time, the Company’s Board of Directors has authorized the Company to repurchase shares of the Company’s common stock. Under this share repurchase plan, the Company has existing authorization to purchase, without further announcement, up to 881,139 shares of the Company’s common stock in the open market or otherwise.

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ITEM 4 — Submission of Matters to a Vote of Security Holders

The Company’s annual meeting of stockholders was held on January 25, 2010. The stockholders voted (i) to elect three directors for terms ending in 2013, (ii) to approve the Lindsay Corporation 2010 Long-Term Incentive Plan, and (iii) to ratify the appointment of KPMG LLP as the independent auditor for the Company for the fiscal year ending August 31, 2010. In addition to the election of Howard G. Buffett, Michael C. Nahl and William F. Welsh II as directors, the following were directors at the time of the annual meeting and will continue in office: Michael N. Christodolou, W. Thomas Jagodinski, J. David McIntosh, Richard W. Parod and Michael D. Walter. There were 12,410,448 shares of common stock entitled to vote at the meeting and 10,230,540 shares (82.43%) were represented at the meeting. The voting results were as follows:

1.	Election of Directors:	For		Withheld		Broker Non-Vote
	Howard G. Buffett		8,538,131		242,919		1,449,490
	Michael C. Nahl		8,698,200		82,850		1,449,490
	William F. Welsh II		8,567,243		213,807		1,449,490
2.	Approval of Lindsay Corporation 2010 Long-Term Incentive Plan
	For — 8,348,698	Against — 220,103		Abstain — 212,249		Broker Non-Vote — 1,449,490
3.	Ratification of the appointment of KPMG LLP as the independent auditor for the Company for the fiscal year ended August 31, 2010.
	For — 10,130,761	Against — 91,387		Abstain — 8,392		Broker Non-Vote — 0

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ITEM 6 — Exhibits

3.1	Restated Certificate of Incorporation of the Company, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 14, 2006.
3.2	Restated By-Laws of the Company, incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on November 6, 2007.
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 2010 Long-Term Incentive Plan, approved by the Company’s stockholders on January 25, 2010
10.2*	Restated Sixth Amendment to Employment Agreement, effective February 25, 2010, by and between the Company and Richard W. Parod
10.3	First Amendment to Revolving Credit Agreement, dated January 23, 2010, by and between the Company and Wells Fargo Bank, N.A., incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on January 26, 2010
10.4*	Restated First Amendment to Credit Agreement, dated January 23, 2010, by and between Snoline S.p.a. and Wells Fargo Bank, N.A.
10.5*	Amended and Restated Credit Agreement, dated June 1, 2006, by and between the Company and Wells Fargo Bank, N.A., including the First through Fourth Amendments dated through January 23, 2010
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.

* - filed herein

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SIGNATURE

     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 8th day of April 2010.

LINDSAY CORPORATION
By:	/s/ DAVID B. DOWNING
	Name:	David B. Downing
	Title:	Chief Financial Officer and President International Operations

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EX-10.1

EXHIBIT 10.1

LINDSAY CORPORATION
2010 LONG-TERM INCENTIVE PLAN

(Effective January 25, 2010)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     3. Shares Available Under the Plan.

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

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

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

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

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

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

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

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

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

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

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

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     4. Plan Administration.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     10. Transferability.

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

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

     10.3 Restrictions on Transfer. Any Award made under this Plan may provide that all or any part of the Shares that are (i) to be issued or transferred by the Company upon the exercise of Options or Stock Appreciation Rights, upon the termination of the Deferral Period applicable to Deferred Shares (Restricted Stock Units) or upon payment under any grant of Performance Shares or

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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

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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,

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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.

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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);

     (c) Death;

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     (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

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distributions upon death, all such distributions shall be paid in a lump sum as soon as practicable following the date of the Participant’s death.

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

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

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EX-10.2

EXHIBIT 10.2

RESTATED SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT
(EFFECTIVE FEBRUARY 25, 2010)

          This is the Restated Sixth Amendment to the Employment Agreement (“Agreement”) between Lindsay Corporation, a Delaware corporation (“LINDSAY”) and Richard W. Parod (“PAROD”), which was entered into on March 8, 2000, and under which PAROD commenced employment on April 5, 2000, and was previously amended on May 2, 2003, December 22, 2004, March 20, 2007, December 22, 2008 and January 26, 2009.

I.

          Paragraph 3G of the Agreement is hereby amended to revise the last subparagraph thereof to read as follows:

“PAROD shall receive a taxable car allowance of $2,000 per month, effective May 1, 2010.”

II.

Paragraph 4B of the Agreement is hereby amended to read as follows:

“B. Without Cause. LINDSAY may terminate PAROD’s employment at any time without Cause upon at least two (2) weeks advance written notice. If LINDSAY does so, then LINDSAY shall pay PAROD, within ninety (90) days of such termination, an amount equal to 3.2 times PAROD’s annual salary in effect on his termination date, subject to PAROD’s execution of a general release (“Release”) in a form to be agreed upon by LINDSAY and PAROD. Such payment shall be a complete and liquidated payment for damages or claims, if any, which PAROD may have against LINDSAY due to LINDSAY’s termination of his employment prior to the end of the Term of this Agreement. For purposes of clarification relating to Section 162(m) of the Internal Revenue Code, PAROD shall not be entitled to receive any pro-rated bonus for the fiscal year of termination of his employment and shall only be entitled to receive the payment provided for in this Paragraph 4B.”

III.

        All other terms and conditions of the Agreement are hereby ratified and confirmed. All defined terms which are used herein shall have the same meaning as in the Agreement, except as modified herein.

[Signatures on following page.]

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     IN WITNESS WHEREOF, the parties have executed the Restated Sixth Amendment to the Agreement to be effective on the later date set forth below when the Agreement has been executed by both parties.

RICHARD W. PAROD	LINDSAY CORPORATION
/s/ Richard W. Parod	/s/ Michael N. Christodolou
Richard W. Parod	Michael N. Christodolou
	Chairman of the Board
Date: April 5, 2010	Date: March 29, 2010

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EX-10.4

EXHIBIT 10.4

RESTATED FIRST AMENDMENT TO CREDIT AGREEMENT

     THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of January 23, 2010, by and between SNOLINE S.p.A., successor in interest to LINDSAY ITALIA, S.r.l., an Italian Limited Liability Company (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

RECITALS

     WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and conditions of that certain Credit Agreement between Borrower and Bank dated as of December 27, 2006, as amended from time to time (“Credit Agreement”).

     WHEREAS, Borrower Lindsay Italia, S.r.l. was merged into Snoline S.p.A. on May 24, 2007 as permitted under the terms of the Credit Agreement, and Snoline S.p.A. is now the successor in interest to Lindsay Italia, S.r.l. and Borrower hereunder.

     WHEREAS, Bank and Borrower have agreed to certain changes in the terms and conditions set forth in the Credit Agreement and have agreed to amend the Credit Agreement to reflect said changes.

     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Credit Agreement shall be amended as follows:

     1. Section 4.8 is hereby deleted in its entirety, and the following substituted therefor:

          “SECTION 4.8. FINANCIAL CONDITION. Maintain its financial condition as follows, on a consolidated basis with Guarantor and its consolidated subsidiaries, using generally accepted accounting principles consistently applied and used consistently with prior practices (except to the extent specified as follows or modified by the definitions herein):

(a) Current Ratio not less than 1.50 to 1.0 as of each fiscal quarter end, with “Current Ratio” defined as total current assets divided by total current liabilities.

(b) Tangible Net Worth not less than $115,000,000.00 (the “TNW Requirement”) as of each fiscal quarter end, beginning with the quarter ended February 28, 2010; the TNW Requirement shall be increased at the end of each fiscal quarter, beginning with the quarter ended May 30, 2010, by an amount equal to 25% of net income after taxes for such fiscal quarter (but shall not be reduced as a result of any losses incurred during any such fiscal quarter); with “Tangible Net Worth” defined as the aggregate of consolidated total stockholders’ equity plus subordinated debt less any intangible assets.

(c) Consolidated Funded Debt to EBITDA not greater than 2.5 to 1.0 as of each fiscal quarter end, with “Funded Debt” defined as the sum of all obligations for borrowed money (including subordinated debt) plus that portion of all capital lease obligations reported on the balance sheet of Guarantor and its consolidated subsidiaries, as a liability as of such quarter end, and with “EBITDA” defined, for the four fiscal quarters ending as of such quarter end, as net profit before tax plus interest expense, depreciation expense and amortization expense for the Guarantor and its consolidated subsidiaries; provided however that, in the event that an

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acquisition or disposition permitted by this Agreement shall have been consummated during such four fiscal quarter period, in computing EBITDA, net profit (and all other amounts specified in the definition of EBITDA ) shall be computed on a pro forma basis giving effect to such acquisition or disposition, as the case may be, as of the first day of such period.

(d) Consolidated Fixed Charge Coverage Ratio not less than 2.25 to 1.0 as of each fiscal quarter end, with “Fixed Charge Coverage Ratio” defined as the quotient obtained by dividing (x) for the four fiscal quarters ending as of such quarter end, the aggregate of net profit of the Guarantor and its consolidated subsidiaries after taxes plus depreciation expense, amortization expense, cash capital equity contributions and increases in subordinated debt minus dividends, distributions and decreases in subordinated debt, divided by (y) the aggregate of the current portion of long term debt (excluding balloon payments) and capitalized lease payments for the Guarantor and its consolidated subsidiaries as of such quarter end.”

2. Except as specifically provided herein, all terms and conditions of the Credit Agreement remain in full force and effect, without waiver or modification. All terms defined in the Credit Agreement shall have the same meaning when used in this Amendment. This Amendment and the Credit Agreement shall be read together, as one document.

3. Except to the extent otherwise provided in the Guarantors Form 10-K for the period ended August 31, 2009 and Form 10-Q for the period ended November 30, 2009 (the “Most Recent Filing”), Guarantor restates and affirms each and all of the representations of Guarantor set forth in Article IV of the Original Credit Agreement. The information in the Most Recent Filing is, as of its date and as of the date of this Agreement, true and correct in all material respects and does not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

4. This Amendment is given as a replacement to the First Amendment to Credit Agreement dated January 23, 2010 entered into by and between Bank and Borrower, and which erroneously named Lindsay Italia, S.r.l. as Borrower rather than Snoline S.p.A. as successor in interest to Lindsay Italia, S.r.l.

A CREDIT AGREEMENT MUST BE IN WRITING TO BE ENFORCEABLE UNDER NEBRASKA LAW. TO PROTECT THE PARTIES FROM ANY MISUNDERSTANDINGS OR DISAPPOINTMENTS, ANY CONTRACT, PROMISE, UNDERTAKING OR OFFER TO FOREBEAR REPAYMENT OF MONEY OR TO MAKE ANY OTHER FINANCIAL ACCOMMODATION IN CONNECTION WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION OF CREDIT, OR ANY AMENDMENT OF, CANCELLATION OF, WAIVER OF, OR SUBSTITUTION FOR ANY OR ALL OF THE TERMS OR PROVISIONS OF ANY INSTRUMENT OR DOCUMENT EXECUTED IN CONNECTION WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION OF CREDIT, MUST BE IN WRITING TO BE EFFECTIVE.

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first written above.

WELLS FARGO BANK,		SNOLINE S.p.A.
NATIONAL ASSOCIATION
By:	/s/ Michael H. Wheeler	By:	/s/ Marco Colombo
Michael H. Wheeler, Relationship Manager		Marco Colombo, President

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EX-10.5

EXHIBIT 10.5

AMENDED AND RESTATED
CREDIT AGREEMENT
(as amended by Amendments number 1 through 4, dated through January 23, 2010)

     THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) was entered into as of June 1, 2006, by and between LINDSAY CORPORATION, a Delaware corporation f/k/a LINDSAY MANUFACTURING CO. (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”), and amended by Amendments number 1 through 4, dated through January 23, 2010.

RECITALS

     Borrower has requested that Bank extend credit to Borrower as described below, and Bank has agreed to provide such credit to Borrower on the terms and conditions contained herein.

     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Bank and Borrower hereby agree as follows:

ARTICLE I
CREDIT TERMS

     SECTION 1.1. TERM LOAN.

     (a) Term Loan. Subject to the terms and conditions of this Agreement, Bank hereby agrees to make a loan to Borrower in the principal amount of Thirty Million Dollars ($30,000,000.00) (“Term Loan”), the proceeds of which shall be used to finance the acquisition of other business operations. Borrower’s obligation to repay the Term Loan shall be evidenced by a promissory note dated as of June 1, 2006 (“Term Note”), all terms of which are incorporated herein by this reference. Bank’s commitment to fund the Term Loan shall terminate on July 1, 2006 if the conditions set forth in Section 3.1 have not been satisfied or waived on or before such date.

     (b) Repayment. Principal and interest on the Term Loan shall be repaid in accordance with the provisions of the Term Note.

     (c) Prepayment. Borrower may prepay principal on the Term Loan solely in accordance with the provisions of the Term Note.

     SECTION 1.2. INTEREST/FEES.

     (a) Interest. The outstanding principal balance of the Term Loan shall bear interest at the rate of interest set forth in the Term Note.

     (b) Computation and Payment. Interest shall be computed on the basis of a 360-day year, actual days elapsed. Interest shall be payable at the times and place set forth in the Term Note.

     SECTION 1.3. COLLECTION OF PAYMENTS. Any principal and interest due under the Term Loan shall be paid by Borrower to Bank at the Bank’s account,                     , in U.S. dollars and in immediately available funds; provided, however, that Bank may collect any principal and interest due under the Term Loan that has not been paid by the close of business on the applicable payment date by charging Borrower’s deposit account to be opened with Bank.

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ARTICLE II
REPRESENTATIONS AND WARRANTIES

     Borrower makes the following representations and warranties to Bank, which representations and warranties shall survive the execution of this Agreement and shall continue in full force and effect until the full and final payment, and satisfaction and discharge, of all obligations of Borrower to Bank subject to this Agreement.

     SECTION 2.1. LEGAL STATUS. Borrower is a corporation, duly incorporated and existing and in good standing under the laws of Delaware, and is qualified or licensed to do business (and is in good standing as a foreign corporation, if applicable) in all jurisdictions in which the failure to so qualify, to be so licensed or to be in good standing could reasonably be expected to have a material adverse effect on the financial condition of Borrower.

     SECTION 2.2. AUTHORIZATION AND VALIDITY. This Agreement and the Term Note (collectively, the “Loan Documents”) have been duly authorized, and upon their execution and delivery by Borrower in accordance with the provisions hereof, assuming, in the case of this Agreement, due execution and delivery by Bank, will constitute legal, valid and binding agreements and obligations of Borrower, enforceable against Borrower in accordance with their respective terms.

     SECTION 2.3. NO VIOLATION. The execution, delivery and performance by Borrower of each of the Loan Documents do not violate any provision of any law or regulation, or contravene any provision of the Articles of Incorporation or By-Laws of Borrower, or result in any breach of or default under any contract, obligation, indenture or other instrument to which Borrower is a party or by which Borrower is bound, where such violation, breach or default could reasonably be expected to have a material adverse effect on the financial condition of Borrower.

     SECTION 2.4. LITIGATION. There are no pending, or to the best of Borrower’s knowledge threatened, actions, claims, investigations, suits or proceedings by or before any governmental authority, arbitrator, court or administrative agency which could reasonably be expected to have a material adverse effect on the financial condition of Borrower, other than those disclosed by Borrower to Bank in writing prior to the date hereof.

     SECTION 2.5. CORRECTNESS OF FINANCIAL STATEMENT. The financial statement of Borrower dated February 28, 2006, a true copy of which has been delivered by Borrower to Bank prior to the date hereof, (a) is complete and correct and presents fairly the financial condition of Borrower in accordance with generally accepted accounting principles, (b) discloses all liabilities of Borrower that are required to be reflected or reserved against under generally accepted accounting principles, whether liquidated or unliquidated, fixed or contingent, and (c) has been prepared in accordance with generally accepted accounting principles consistently applied. Since the date of such financial statement there has been no material adverse change in the financial condition of Borrower and its subsidiaries, taken as a whole, nor has Borrower mortgaged, pledged, granted a security interest in or otherwise encumbered any of its assets or properties except (i) Permitted Liens (as defined below), (ii) in favor of Bank, or (iii) as otherwise permitted by Bank in writing.

     SECTION 2.6. INCOME TAX RETURNS. Borrower has no knowledge of any pending assessments or adjustments of its income tax not reflected in its most recent audited balance sheet that could reasonably be expected to have a material adverse effect on the financial condition of the Borrower.

     SECTION 2.7. NO SUBORDINATION. There is no agreement, indenture, contract or instrument to which Borrower is a party or by which Borrower may be bound that requires the subordination in right of payment of any of Borrower’s obligations subject to this Agreement to any other obligation of Borrower.

     SECTION 2.8. PERMITS, FRANCHISES. Borrower possesses all permits, consents, approvals, franchises and licenses and rights to all trademarks, trade names, patents, and fictitious names, if any, necessary to enable it to conduct the business in which it is now engaged in material compliance with applicable law.

     SECTION 2.9. ERISA. Borrower is in compliance in all material respects with all applicable provisions of the Employee Retirement Income Security Act of 1974, as amended or recodified from time to time

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(“ERISA”); Borrower has not violated any provision of any defined employee pension benefit plan (as defined in ERISA) maintained or contributed to by Borrower (each, a “Plan”); no Reportable Event as defined in ERISA has occurred and is continuing with respect to any Plan initiated by Borrower; Borrower has met its minimum funding requirements under ERISA with respect to each Plan; and each Plan will be able to fulfill its benefit obligations as they come due in accordance with the Plan documents and under generally accepted accounting principles.

     SECTION 2.10. OTHER OBLIGATIONS. Borrower is not in default on any obligation for borrowed money, any purchase money obligation or any other material lease, commitment, contract, instrument or obligation.

     SECTION 2.11. ENVIRONMENTAL MATTERS. Except as disclosed by Borrower to Bank in writing prior to the date hereof, Borrower is in compliance in all material respects with all applicable federal or state environmental and hazardous waste statutes, and any rules or regulations adopted pursuant thereto, which govern or apply to any of Borrower’s operations and/or properties, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Superfund Amendments and Reauthorization Act of 1986, the Federal Resource Conservation and Recovery Act of 1976, and the Federal Toxic Substances Control Act, as in effect on the date hereof. Borrower neither has knowledge of nor has received any written notice that its operations are the subject of any federal or state investigation evaluating whether any remedial action involving a material expenditure is needed to respond to a release of any toxic or hazardous waste or substance into the environment. Borrower has no contingent liability in connection with any release of any toxic or hazardous waste or substance into the environment that could reasonably be expected to have a material adverse effect on the financial condition of Borrower.

ARTICLE III
CONDITIONS

     SECTION 3.1. CONDITIONS OF INITIAL EXTENSION OF CREDIT. The obligation of Bank to extend any credit contemplated by this Agreement is subject to the fulfillment to Bank’s satisfaction of all of the following conditions:

     (a) Approval of Bank Counsel. All legal matters incidental to the extension of credit by Bank shall be satisfactory to Bank’s counsel.

     (b) Documentation. Bank shall have received, in form and substance satisfactory to Bank, each of the following, duly executed:

(i)	This Agreement.
(ii)	The Term Note.
(iii)	Certificate of Incumbency.
(iv)	Corporate Resolution: Borrowing.
(v)	Such other documents as Bank may require under any other Section of this Agreement.

     (c) Financial Condition. There shall have been no material adverse change, as determined by Bank, in the financial condition of Borrower and its subsidiaries, taken as a whole, hereunder.

     (d) Compliance. The representations and warranties contained herein and in each of the other Loan Documents shall be true on and as of the date of the signing of this Agreement and no Event of Default as defined herein, and no condition, event or act which with the giving of notice or the passage of time or both would constitute such an Event of Default, shall have occurred and be continuing or shall exist.

ARTICLE IV
AFFIRMATIVE COVENANTS

     Borrower covenants that so long as Bank remains committed to extend credit to Borrower pursuant hereto, or any liabilities (whether direct or contingent, liquidated or unliquidated) of Borrower to Bank under any of the Loan Documents remain outstanding, and until payment in full of all obligations of Borrower subject hereto, Borrower shall, unless Bank otherwise consents in writing:

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     SECTION 4.1. PUNCTUAL PAYMENTS. Punctually pay all principal, interest, fees or other liabilities due under any of the Loan Documents at the times and place and in the manner specified therein, and immediately upon demand by Bank, the amount by which the outstanding principal balance of any credit subject hereto at any time exceeds any limitation on borrowings applicable thereto.

     SECTION 4.2. ACCOUNTING RECORDS. Maintain adequate books and records in accordance with generally accepted accounting principles consistently applied, and permit any representative of Bank, at any reasonable time upon reasonable notice, to inspect, audit and examine such books and records, to make copies of the same, and to inspect the properties of Borrower.

     SECTION 4.3. FINANCIAL STATEMENTS.

     (a) Provide to Bank not later than 90 days after the end of each fiscal year, financial statements of the Borrower, audited by KPMG or another certified public accountant acceptable to Bank, to include balance sheet, income statement, statement of cash flows, management report, auditor’s report and footnotes; provided, however, that this covenant shall be deemed to be satisfied upon the electronic filing of the same included within the Borrower’s Annual Report on Form 10-K with the Securities and Exchange Commission.

     (b) Provide to Bank not later than 45 days after the end of each of the first three fiscal quarters in each fiscal year, unaudited financial statements of the Borrower, to include balance sheet, income statement and statement of cash flows; provided, however, that this covenant shall be deemed to be satisfied upon the electronic filing of the same included within the Borrower’s Quarterly Report on Form 10-Q with the Securities and Exchange Commission.

     (c) Provide to Bank all of the following:

     (i) within ten (10) days of the filing by Borrower of any Annual Report on Form 10-K or Quarterly Report on Form 10-Q with the Securities and Exchange Commission, a certificate of the President or Chief Financial Officer of Borrower that the financial statements filed therewith are accurate and the Borrower is in compliance in all material respects with all covenants in this Agreement and there exists no Event of Default nor any condition, act or event which with the giving of notice or the passage of time or both would constitute an Event of Default; and

     (ii) within ten (10) days of the filing by Borrower of any Current Report on Form 8-K with the Securities and Exchange Commission, written notice of such filing; provided, however, that this covenant shall be deemed to be satisfied upon the electronic filing of such Current Report on Form 8-K with the Securities and Exchange Commission.

     (iii) from time to time such other information as Bank may reasonably request.

     SECTION 4.4. COMPLIANCE. Preserve and maintain all licenses, permits, governmental approvals, rights, privileges and franchises necessary for the conduct of its business; and comply with the provisions of Borrower’s articles of incorporation and bylaws, as amended from time to time, and with the requirements of all laws, rules, regulations and orders of any governmental authority applicable to Borrower and/or its business, except where the failure to so preserve or maintain or to so comply could not reasonably be expected to have a material adverse effect on the financial condition of Borrower and its subsidiaries, taken as a whole.

     SECTION 4.5. INSURANCE. Maintain and keep in force insurance of the types and in amounts customarily carried in lines of business similar to that of Borrower, including but not limited to fire, extended coverage, public liability, property damage and workers’ compensation, with all such insurance carried with reputable insurance companies, and deliver to Bank from time to time at Bank’s request schedules setting forth all insurance then in effect.

     SECTION 4.6. FACILITIES. Keep all properties useful or necessary to Borrower’s business in good repair and condition, ordinary wear and tear and maintenance excepted, and from time to time make necessary

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repairs, renewals and replacements thereto so that such properties shall be fully and efficiently preserved and maintained.

     SECTION 4.7. TAXES. Pay and discharge when due any and all material assessments and taxes, both real or personal, including without limitation federal and state income taxes and state and local property taxes and assessments, except such (a) as Borrower may in good faith contest or as to which a bona fide dispute may arise, and (b) for which Borrower has made adequate reserves in accordance with generally accepted accounting principles.

     SECTION 4.8. FINANCIAL CONDITION. Maintain its financial condition as follows, for Borrower on a consolidated basis with its consolidated subsidiaries, using generally accepted accounting principles consistently applied and used consistently with prior practices (except to the extent specified as follows or modified by the definitions herein):

     (a) Current Ratio not less than 1.50 to 1.0 as of each fiscal quarter end, with “Current Ratio” defined as total current assets divided by total current liabilities.

     (b) Tangible Net Worth not less than $115,000,000.00 (the “TNW Requirement”) as of each fiscal quarter end, beginning with the quarter ended February 28, 2010; the TNW Requirement shall be increased at the end of each fiscal quarter, beginning with the quarter ended May 30, 2010, by an amount equal to 25% of net income after taxes for such fiscal quarter (but shall not be reduced as a result of any losses incurred during any such fiscal quarter); with “Tangible Net Worth” defined as the aggregate of consolidated total stockholders’ equity plus subordinated debt less any intangible assets.

     (c) Consolidated Funded Debt to EBITDA not greater than 2.5 to 1.0 as of each fiscal quarter end, with “Funded Debt” defined as the sum of all obligations for borrowed money (including subordinated debt) plus that portion of all capital lease obligations reported on the balance sheet of Borrower and its consolidated subsidiaries, as a liability as of such quarter end, and with “EBITDA” defined, for the four fiscal quarters ending as of such quarter end, as net profit before tax plus interest expense, depreciation expense and amortization expense for the Borrower and its consolidated subsidiaries; provided however that, in the event that an acquisition or disposition permitted by this Agreement shall have been consummated during such four fiscal quarter period, in computing EBITDA, net profit (and all other amounts specified in the definition of EBITDA ) shall be computed on a pro forma basis giving effect to such acquisition or disposition, as the case may be, as of the first day of such period.

     (d) Consolidated Fixed Charge Coverage Ratio not less than 2.25 to 1.0 as of each fiscal quarter end, with “Fixed Charge Coverage Ratio” defined as the quotient obtained by dividing (x), for the four fiscal quarters ending as of such quarter end, the aggregate of net profit of the Borrower and its consolidated subsidiaries after taxes plus depreciation expense, amortization expense, cash capital equity contributions and increases in subordinated debt minus dividends, distributions and decreases in subordinated debt, divided by (y) the aggregate of the current portion of long term debt (excluding balloon payments) and capitalized lease payments for the Borrower and its consolidated subsidiaries as of such quarter end.

     SECTION 4.9. NOTICE TO BANK. Promptly (but in no event more than five (5) days after Borrower becomes aware of the occurrence of each such event or matter) give written notice to Bank in reasonable detail of: (a) the occurrence of any Event of Default, or any condition, event or act which with the giving of notice or the passage of time or both would constitute an Event of Default; (b) any change in the name or the form of organization of Borrower; or (c) the occurrence and nature of any Reportable Event or Prohibited Transaction, each as defined in ERISA, or any funding deficiency with respect to any Plan.

ARTICLE V
NEGATIVE COVENANTS

     Borrower further covenants that so long as Bank remains committed to extend credit to Borrower pursuant hereto, or any liabilities (whether direct or contingent, liquidated or unliquidated) of Borrower to Bank under any of the Loan Documents remain outstanding, and until payment in full of all obligations of Borrower subject hereto, Borrower will not without Bank’s prior written consent:

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     SECTION 5.1. USE OF FUNDS. Use any of the proceeds of any credit extended hereunder except for the purposes stated in Article I hereof.

     SECTION 5.2. OTHER INDEBTEDNESS. Create, incur, assume or permit to exist any indebtedness or liabilities resulting from borrowings, loans or advances, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several, except (a) the liabilities of Borrower to Bank, (b) any other liabilities of Borrower existing as of, and disclosed to Bank prior to, the date hereof, and (c) indebtedness of the Borrower and its subsidiaries in an aggregate amount not to exceed $5,000,000.00.

     SECTION 5.3. MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into or consolidate with any other entity (except mergers or consolidations whereby Borrower is the surviving corporation or mergers or consolidations of a subsidiary of Borrower with or into any other subsidiary of Borrower, in each case, so long as immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing); make any substantial change in the nature of Borrower’s business as conducted as of the date hereof; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower’s assets except in the ordinary course of its business.

     Section 5.4 GUARANTIES. Guarantee or become liable in any way as surety, endorser (other than as endorser of negotiable instruments for deposit or collection in the ordinary course of business), accommodation endorser or otherwise for, nor pledge or hypothecate any assets of Borrower a security for, any liabilities or obligations of any other person or entity, except (a) any of the foregoing in favor of Bank, (b) limited recourse guaranties entered into in the ordinary course of business in connection with customer financing transactions, and (c) guaranties entered into on behalf of a subsidiary of Borrower in connection with vendor and supplier purchasing transactions.

     SECTION 5.5. LOANS, ADVANCES, INVESTMENTS. Make any loans or advances to or investments in any person or entity, except (a) any of the foregoing existing as of, and disclosed to Bank prior to, the date hereof, (b) trade credit extended in the ordinary course of business, (c) customer financing transactions in the ordinary course of business, (d) loans or advances for travel, expenses, relocation, entertainment or otherwise in connection with their employment or the business of Borrower, (e) certificates of deposit, bank accounts, and investments in cash equivalents, (f) investments in marketable securities, mutual funds and other investments made in the ordinary course of business, (g) investments in subsidiaries existing as of the date hereof, investments in and advances to wholly owned subsidiaries, and acquisitions of subsidiaries permitted hereunder.

     SECTION 5.6. PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in, or lien upon, all or any portion of Borrower’s assets now owned or hereafter acquired, except (a) any of the foregoing in favor of Bank or that are existing as of, and disclosed to Bank in writing prior to, the date hereof, (b) liens for taxes not delinquent or for taxes and other items being contested in good faith, (c) contractors’, carriers’, warehousemen’s and similar liens, liens of landlords, and workers compensation, unemployment and other similar deposits or pledges, all in the ordinary course of business, (d) liens in respect of capital leases and purchase money obligations, (e) liens securing indebtedness not in excess of $750,000.00 at any time outstanding, (f) attachment, judgment and other similar liens, provided that the execution or enforcement of such lien is stayed and is being contested, or (g) liens existing on any asset of an entity when it becomes a subsidiary or when it is merged or consolidated with or into Borrower or any of its subsidiaries, and, in each case, not created in contemplation of such event.

ARTICLE VI
EVENTS OF DEFAULT

     SECTION 6.1. The occurrence of any of the following shall constitute an “Event of Default” under this Agreement:

     (a) Borrower shall fail to pay when due any principal, interest, fees or other amounts payable under any of the Loan Documents, and such default shall continue for a period of three (3) days from its occurrence.

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     (b) Any representation or warranty made by Borrower under this Agreement or any other Loan Document shall prove to be incorrect, false or misleading in any material respect when furnished or made.

     (c) Any default in the performance of or compliance with any obligation, agreement or other provision contained herein or in any other Loan Document (other than those referred to in subsections (a) and (b) above), and with respect to any such default which by its nature can be cured, such default shall continue for a period of twenty (20) days from its occurrence.

     (d) Any default (beyond any applicable cure period) in the payment of any obligation, or any defined event of default, under the terms of any contract or instrument (other than any of the Loan Documents) pursuant to which Borrower has incurred debt for borrowed money in excess of $5,000,000.00 to any person or entity other than Bank or an affiliate of Bank, or in any amount to Bank or an affiliate of Bank.

     (e) The filing of a notice of judgment lien against Borrower or the recording of an abstract of judgment against Borrower in any county in which Borrower has an interest in real property, in each case, in excess of $5,000,000 over the amount of any insurance proceeds reasonably expected to be received, which remains unsatisfied without entry of a stay of execution within 30 days after the issuance or any writ of execution or similar legal process or the entry of a judgment against Borrower in excess of $5,000,000 over the amount of any insurance proceeds reasonably expected to be received.

     (f) Borrower shall become insolvent, or shall suffer or consent to or apply for the appointment of a receiver, trustee, custodian or liquidator of itself or any of its property, or shall generally fail to pay its debts as they become due, or shall make a general assignment for the benefit of creditors; Borrower shall file a voluntary petition in bankruptcy, or seeking reorganization, in order to effect a plan or other arrangement with creditors or any other relief under the Bankruptcy Reform Act, Title 11 of the United States Code, as amended or recodified from time to time (“Bankruptcy Code”), or under any state or federal law granting relief to debtors, whether now or hereafter in effect; or any involuntary petition or proceeding pursuant to the Bankruptcy Code or any other applicable state or federal law relating to bankruptcy, reorganization or other relief for debtors is filed or commenced against Borrower and Borrower shall file an answer admitting the jurisdiction of the court and the material allegations of any involuntary petition; or Borrower shall be adjudicated a bankrupt, or an order for relief shall be entered against Borrower by any court of competent jurisdiction under the Bankruptcy Code or any other applicable state or federal law relating to bankruptcy, reorganization or other relief for debtors.

     (g) The dissolution or liquidation of Borrower; or Borrower or its Board of Directors or its stockholders shall take action to effect the dissolution or liquidation of Borrower.

     (h) There is a report filed by any person on Schedule 13D (or any successor schedule) pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”), disclosing that such person (for the purposes of Section 6.1(h) only, “person” is as defined in Section 13(d)(3) of the Exchange Act) has become the beneficial owner (for the purposes of Section 6.1(h) only, “beneficial owner” is as defined under Rule 13d-3 under the Exchange Act) of 50% or more of the voting power of Borrower’s voting stock then outstanding; provided, however, that a person shall not be deemed beneficial owner of, or to own beneficially (1) any voting stock tendered pursuant to a tender or exchange offer made by or on behalf of such person or its affiliates or associates until such tendered voting stock is accepted for purchase or exchange thereunder, or (2) any voting stock if such beneficial ownership arises solely as a result of a revocable proxy delivered in response to a proxy or consent solicitation, and is not also then reportable on Schedule 13D (or any successor schedule) under the Exchange Act.

     SECTION 6.2. REMEDIES. Upon the occurrence of any Event of Default: (a) all indebtedness of Borrower under each of the Loan Documents, any term thereof to the contrary notwithstanding, shall at Bank’s option (and without notice in the event of an Event of Default defined in Section 6.1(f)) become immediately due and payable without presentment, demand, protest or notice of dishonor, all of which are hereby expressly waived by each Borrower; and (b) Bank shall have all rights, powers and remedies available under each of the Loan Documents, or accorded by law. All rights, powers and remedies of Bank may be exercised at any time by Bank and from time to time after the occurrence of an Event of Default, are cumulative and not exclusive, and shall be in addition to any other rights, powers or remedies provided by law or equity.

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ARTICLE VII
MISCELLANEOUS

     SECTION 7.1. NO WAIVER. No delay, failure or discontinuance of Bank in exercising any right, power or remedy under any of the Loan Documents shall affect or operate as a waiver of such right, power or remedy; nor shall any single or partial exercise of any such right, power or remedy preclude, waive or otherwise affect any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver, permit, consent or approval of any kind by Bank of any breach of or default under any of the Loan Documents must be in writing and shall be effective only to the extent set forth in such writing.

     SECTION 7.2. NOTICES. All notices, requests and demands which any party is required or may desire to give to any other party under any provision of this Agreement must be in writing delivered to each party at the following address:

BORROWER:	LINDSAY MANUFACTURING CO.
	2707 N. 108th Street, Suite 102
	Omaha, NE 68154
	Attention: Dave Downing
	Fax No.: (402) 829-6836
BANK:	WELLS FARGO BANK, NATIONAL ASSOCIATION
	Nebraska RCBO / MAC# N8000-01B
	1919 Douglas Street (1st floor)
	Omaha, NE 68102-1310
	Attention: Commercial Banking
	Fax No.: (402) 536-2075

or to such other address or facsimile number as any party may designate by written notice to all other parties. Each such notice, request and demand shall be deemed given or made as follows: (a) if sent by hand delivery or overnight courier service, upon signature by or on behalf of the receiving party; (b) if sent by certified or registered mail, upon the earlier of the date of actual receipt or three (3) days after deposit in the U.S. mail, first class and postage prepaid; and (c) if sent by facsimile, upon actual receipt.

     SECTION 7.3. COSTS, EXPENSES AND ATTORNEYS’ FEES. Borrower shall pay to Bank promptly upon demand the full amount of all payments, advances, charges, costs and expenses, including reasonable attorneys’ fees (to include outside counsel fees but exclude allocated costs of Bank’s in-house counsel), expended or incurred by Bank in connection with (a) the negotiation and preparation of this Agreement and the other Loan Documents, (b) the preparation of any amendments and waivers hereto and thereto, (c) the enforcement of Bank’s rights and/or the collection of any amounts which become due to Bank under any of the Loan Documents, and (d) the prosecution or defense of any action in any way related to any of the Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to any Borrower or any other person or entity; provided that the maximum amount that Borrower shall be obligated to pay to Bank under clause (a) above shall be $5,000.

     SECTION 7.4. SUCCESSORS, ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, legal representatives, successors and assigns of the parties; provided however, that Borrower may not assign or transfer its interest hereunder without Bank’s prior written consent and Bank may not assign or otherwise transfer any of its rights or obligations hereunder except in whole to an affiliate of Bank or to a bank or similar financial institution which shall be, in the absence of an Event of Default, reasonably acceptable to Borrower, or by way of a participation permitted under this section 7.4, and any other attempted assignment or transfer shall be null and void. Bank reserves the right to grant participations in all or any part of, or any interest in, Bank’s rights and benefits under each of the Loan Documents, provided that Bank’s obligations under this Agreement shall remain unchanged and the Borrower shall continue to deal solely with Bank,

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and provided further that any agreement for such a participation shall provide that Bank shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement. In connection therewith, and subject to the terms of the a confidentiality agreement reasonably satisfactory to Borrower, Bank may disclose all documents and information which Bank now has or may hereafter acquire relating to any credit subject hereto, Borrower or its business.

     SECTION 7.5. ENTIRE AGREEMENT; AMENDMENT. This Agreement and the other Loan Documents constitute the entire agreement between Borrower and Bank with respect to each credit subject hereto and supersede all prior negotiations, communications, discussions and correspondence concerning the subject matter hereof. This Agreement may be amended or modified only in writing signed by each party hereto.

     SECTION 7.6. NO THIRD PARTY BENEFICIARIES. This Agreement is made and entered into for the sole protection and benefit of the parties hereto and their respective permitted successors and assigns, and no other person or entity shall be a third party beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Agreement or any other of the Loan Documents to which it is not a party.

     SECTION 7.7. TIME. Time is of the essence of each and every provision of this Agreement and each other of the Loan Documents.

     SECTION 7.8. SEVERABILITY OF PROVISIONS. If any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or any remaining provisions of this Agreement.

     SECTION 7.9. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original, and all of which when taken together shall constitute one and the same Agreement.

     SECTION 7.10. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska.

     SECTION 7.11. ARBITRATION.

     (a) Arbitration. The parties hereto agree, upon demand by any party, to submit to binding arbitration all claims, disputes and controversies between or among them (and their respective employees, officers and directors), whether in tort, contract or otherwise arising out of or relating to in any way (i) the Term Loan and related Loan Documents which are the subject of this Agreement and its negotiation, execution, administration, repayment, modification, extension, substitution, formation, inducement, enforcement, default or termination; or (ii) requests for additional credit.

     (b) Governing Rules. Any arbitration proceeding will (i) proceed in a location in Nebraska selected by the American Arbitration Association (“AAA”); (ii) be governed by the Federal Arbitration Act (Title 9 of the United States Code), notwithstanding any conflicting choice of law provision in any of the documents between the parties; and (iii) be conducted by the AAA, or such other administrator as the parties shall mutually agree upon, in accordance with the AAA’s commercial dispute resolution procedures, unless the claim or counterclaim is at least $1,000,000.00 exclusive of claimed interest, arbitration fees and costs in which case the arbitration shall be conducted in accordance with the AAA’s optional procedures for large, complex commercial disputes (the commercial dispute resolution procedures or the optional procedures for large, complex commercial disputes to be referred to, as applicable, as the “Rules”). If there is any inconsistency between the terms and procedures hereof and the Rules, the terms and procedures set forth herein shall control. Any party who fails or refuses to submit to arbitration following a demand by any other party shall bear all costs and expenses incurred by such other party in compelling arbitration of any dispute. Nothing contained herein shall be deemed to be a waiver by any party that is a bank of the protections afforded to it under 12 U.S.C. §91 or any similar applicable state law.

     (c) No Waiver of Provisional Remedies. The arbitration requirement does not limit the right of any party under applicable law to obtain provisional or ancillary remedies such as replevin, injunctive relief, attachment or the appointment of a receiver, before during or after the pendency of any arbitration proceeding. This exclusion does

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not constitute a waiver of the right or obligation of any party to submit any dispute to arbitration or reference hereunder, including those arising from the exercise of the actions detailed in this paragraph.

     (d) Arbitrator Qualifications and Powers. Any arbitration proceeding in which the amount in controversy is $5,000,000.00 or less will be decided by a single arbitrator selected according to the Rules, and who shall not render an award of greater than $5,000,000.00. Any dispute in which the amount in controversy exceeds $5,000,000.00 shall be decided by majority vote of a panel of three arbitrators; provided however, that all three arbitrators must actively participate in all hearings and deliberations. Each arbitrator will be a neutral attorney licensed in the State of Nebraska or a neutral retired judge of the state or federal judiciary of Nebraska, in either case with a minimum of ten years experience in the substantive law applicable to the subject matter of the dispute to be arbitrated. The arbitrator(s) will determine whether or not an issue is arbitratable and will give effect to the statutes of limitation in determining any claim. In any arbitration proceeding the arbitrator(s) will decide (by documents only or with a hearing at the discretion of the arbitrator(s)) any pre-hearing motions which are similar to motions to dismiss for failure to state a claim or motions for summary adjudication. The arbitrator(s) shall resolve all disputes in accordance with the substantive law of Nebraska and may grant any remedy or relief that a court of such state could order or grant within the scope hereof and such ancillary relief as is necessary to make effective any award. The arbitrator(s) shall also have the power to award recovery of all costs and fees, to impose sanctions and to take such other action as the arbitrator(s) deem(s) necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the Nebraska Rules of Civil Procedure or other applicable law. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief.

     (e) Discovery. In any arbitration proceeding, discovery will be permitted in accordance with the Rules. All discovery shall be expressly limited to matters directly relevant to the dispute being arbitrated and must be completed no later than 20 days before the hearing date and within 180 days of the filing of the dispute with the AAA. Any requests for an extension of the discovery periods, or any discovery disputes, will be subject to final determination by the arbitrator(s) upon a showing that the request for discovery is essential for the party’s presentation and that no alternative means for obtaining information is available.

     (f) Class Proceedings and Consolidations. The resolution of any dispute arising pursuant to the terms of this Agreement shall be determined by a separate arbitration proceeding and such dispute shall not be consolidated with other disputes or included in any class proceeding.

     (g) Payment Of Arbitration Costs And Fees. The arbitrator(s) may award all costs and expenses of the arbitration proceeding.

     (h) Miscellaneous. To the maximum extent practicable, the AAA, the arbitrator(s) and the parties shall take all action required to conclude any arbitration proceeding within 180 days of the filing of the dispute with the AAA. No arbitrator or other party to an arbitration proceeding may disclose the existence, content or results thereof, except for disclosures of information by a party required in the ordinary course of its business, by applicable law or regulation, or pursuant to its filings with the Securities and Exchange Commission. If more than one agreement for arbitration by or between the parties potentially applies to a dispute, the arbitration provision most directly related to the Loan Documents or the subject matter of the dispute shall control. This arbitration provision shall survive termination, amendment or expiration of any of the Loan Documents or any relationship between the parties.

A CREDIT AGREEMENT MUST BE IN WRITING TO BE ENFORCEABLE UNDER NEBRASKA LAW. TO PROTECT THE PARTIES FROM ANY MISUNDERSTANDINGS OR DISAPPOINTMENTS, ANY CONTRACT, PROMISE, UNDERTAKING OR OFFER TO FOREBEAR REPAYMENT OF MONEY OR TO MAKE ANY OTHER FINANCIAL ACCOMMODATION IN CONNECTION WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION OF CREDIT, OR ANY AMENDMENT OF, CANCELLATION OF, WAIVER OF, OR SUBSTITUTION FOR ANY OR ALL OF THE TERMS OR PROVISIONS OF ANY INSTRUMENT OR DOCUMENT EXECUTED IN CONNECTION WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION OF CREDIT, MUST BE IN WRITING TO BE EFFECTIVE.

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above.

LINDSAY CORPORATION f/k/a LINDSAY MANUFACTURING CO.		WELLS FARGO BANK, NATIONAL ASSOCIATION
By:	/s/ David B. Downing	By:	/s/ Michael H. Wheeler
	David B. Downing, Chief Financial Officer		Michael H. Wheeler, Relationship Manager

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EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Richard W. Parod, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Lindsay Corporation;
2.	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;
3.	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;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. 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

Richard W. Parod

President and Chief Executive Officer

April 8, 2010

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, David B. Downing, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Lindsay Corporation;
2.	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;
3.	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;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. 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/ DAVID B. DOWNING

David B. Downing

Chief Financial Officer and President International Operations

April 8, 2010

EX-32.1

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 February 28, 2010, I, Richard W. Parod, Chief Executive Officer of the Company and I, David B. Downing, 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/ Richard W. Parod

Richard W. Parod

President and Chief Executive Officer

/s/ DAVID B. DOWNING

David B. Downing

Chief Financial Officer and President International Operations

April 8, 2010

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.