S-8

As filed with the Securities and Exchange Commission on May 10, 2021

Registration No. 333-________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Tennant Company

(Exact name of registrant as specified in its charter)

Minnesota	41-0572550
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

10400 Clean Street 

Eden Prairie, Minnesota 55344

(Address of Principal Executive Offices, including zip code)

Non-Statutory Stock Option Agreement (Inducement Grant) 

Restricted Stock Agreement (Inducement Grant)

Restricted Stock Unit Agreement (Performance Based Inducement Grant) 

Restricted Stock Unit Agreement (Inducement Grant)

(Full title of the Plan)

Kristin A. Stokes

Senior Vice President, General Counsel and Corporate Secretary

Tennant Company

10400 Clean Street

Eden Prairie, Minnesota 55344

(Name and address of agent for service)

(763) 540-1200

(Telephone number, including area code, of agent for service)

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

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

CALCULATION OF REGISTRATION FEE

Title of securities to be registered		Amount to be registered (1)(2)	Proposed maximum offering price per share (3)	Proposed maximum aggregate offering price (3)	Amount of registration fee
Common Stock, par value $0.375 per share		29,058	$79.76	$2,317,666	$252.86
(1)	The number of shares of common stock, $0.375 par value per share (“Common Stock”), registered represents an aggregate of 29,058 shares of Common Stock, issuable upon (a) the vesting and exercise of 8,808 stock options granted to Fay West, the Registrant’s Senior Vice President, Chief Financial Officer, pursuant to a Non-Statutory Stock Option Agreement (Inducement Grant), (b) the vesting of 2,473 shares of restricted stock granted to Ms. West pursuant to a Restricted Stock Agreement (Inducement Grant), (c) the vesting of 4,946 performance-based restricted stock units granted to Ms. West pursuant to a Restricted Stock Unit Agreement (Performance Based Inducement Grant) and (d) the vesting of 12,831 restricted stock units granted to Ms. West pursuant to a Restricted Stock Unit Agreement (Inducement Grant) (collectively, the “Inducement Award Agreements”), each under New York Stock Exchange Rule 303A.08.
(2)	In addition, pursuant to Rule 416(c) of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional shares of Common Stock that become issuable under the Inducement Award Agreements by reason of any stock split, stock dividend or other similar transaction.
(3)	Estimated solely for the purpose of determining the registration fee pursuant to the provisions of Rules 457(c) and 457(h)(1) under the Securities Act, based on the average of the high and low prices per share of the Registrant’s Common Stock as quoted on the New York Stock Exchange on May 3, 2021.

EXPLANATORY NOTE

As previously disclosed on a Form 8-K filed with the Securities and Exchange Commission (the "Commission") on April 1, 2021, Fay West was appointed Senior Vice President, Chief Financial Officer of Tennant Company (the “Company” or "Registrant"). In connection with Ms. West's appointment, this Registration Statement on Form S-8 (this "Registration Statement") is being filed for the purpose of registering an aggregate of 29,058 shares of the Registrant's Common Stock issuable pursuant to the Inducement Award Agreements, granted on May 7, 2021.

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of this Registration Statement have been or will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed by the Company with the Commission (File No. 1-16191) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are, as of their respective dates, hereby incorporated by reference in this registration statement:

(a)            The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “2020 Annual Report”), which incorporates by reference certain portions of the Company’s definitive proxy statement for the Company’s 2021 Annual Meeting of Shareholders filed on March 17, 2021, incorporated by reference in the 2020 Annual Report;

(b)            The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021;

(c)            The Company’s Current Reports on Form 8-K filed on April 1, 2021, April 7, 2021 and May 3, 2021, and Form 8-K/A filed on April 29, 2021; and

(d)            The description of the Company’s common stock, par value $0.375 per share (the “Common Stock”), included in Exhibit 4.1 to the Company’s 2019 Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and all amendments and reports filed for the purpose of updating such description.

In addition, all documents filed by the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act of 1934 after the date of this registration statement and before the filing of a post-effective amendment that indicates that all shares of Common Stock offered have been sold, or that deregisters all shares of Common Stock then remaining unsold, shall be deemed to be incorporated by reference in, and to be a part of, this registration statement from the date of filing of those documents.

Any statement contained in a document incorporated, or deemed to be incorporated, by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or incorporated herein by reference or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Notwithstanding the foregoing, nothing in this registration statement shall be deemed to incorporate any information from Item 2.02 or Item 7.01 of any Form 8-K, or that is otherwise furnished under applicable Commission rules rather than filed, or any exhibits to the extent furnished in connection with such items.

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Item 4. Description of Securities.

The Company’s Common Stock is registered under Section 12 of the Exchange Act and, therefore, the description of securities is omitted.

Item 5. Interests of Named Experts and Counsel.

Faegre Drinker Biddle & Reath LLP has given an opinion on the validity of the shares of Common Stock being registered by this registration statement. Faegre Drinker Biddle & Reath LLP does not have an interest in the Company of the type specified in Item 509 of Regulation S-K.

Item 6. Indemnification of Directors and Officers.

Article VI of the Company’s Amended and Restated By-Laws provides that the Company shall indemnify its directors and officers to the full extent required by Minnesota Statutes, Section 302A.521, or by other provisions of law. Minnesota Statute Section 302A.521 requires the Company to indemnify a person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of the person with respect to the Company against judgments, penalties, fines including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements and reasonable expenses, including attorneys’ fees and disbursements, incurred by the person in connection with the action, suit or proceeding, if certain criteria are met. These criteria, all of which must be met by the person seeking indemnification, are:

(a)            the person has not been indemnified by another organization or employee benefit plan for the same judgments, penalties, fines, settlements and expenses incurred by the person in connection with the proceeding with respect to the same acts or omissions;

(b)            the person must have acted in good faith;

(c)            no improper personal benefit was obtained by the person and, if applicable, certain statutory conflict-of interest provisions have been satisfied;

(d)            in the case of a criminal proceeding, the person had no reasonable cause to believe that the conduct was unlawful; and

(e)            the person acted in a manner he or she reasonably believed was in the best interests of the corporation or, in certain limited circumstances, not opposed to the best interests of the corporation.

The determination as to eligibility for indemnification is made by the members of the Company’s board of directors, or a committee thereof, who are at the time not parties to the proceedings under consideration, by special legal counsel, by the shareholders who are not parties to the proceedings or by a court.

Article VIII of the Company’s Restated Articles of Incorporation, as amended, provides that no director shall be personally liable to the Company or its shareholders for monetary damages for breach of fiduciary duty as a director, except:

(a)            for any breach of the director’s duty of loyalty to the Company or its shareholders;

(b)            for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

(c)            for any dividends, stock repurchases and other distributions made in violation of Minnesota law or for violations of the Minnesota securities laws;

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(d)            for any transaction from which the director derived an improper benefit; or

(e)            for any act or omission occurring prior to the effective date of the provision in the Company’s Restated Articles of Incorporation, as amended, limiting such liability.

Article VIII does not affect the availability of equitable remedies, such as an action to enjoin or rescind a transaction involving a breach of fiduciary duty, although, as a practical matter, equitable relief may not be available. Nor does Article VIII limit the liability of directors for violations of, or relieve them from the necessity of complying with, federal securities laws.

The directors and officers of the Company are insured under a policy of directors’ and officers’ liability insurance.

Item 7. Exemption from Registration Claimed.

Not applicable. No securities are to be reoffered or resold pursuant to this registration statement.

Item 8. Exhibits.

Exhibit No.	Description	Form of Filing
4.1	Restated Articles of Incorporation	(1)
4.2	Amended and Restated By-Laws	(2)
4.3	Articles of Amendment of Restated Articles of Incorporation	(3)
5.1	Opinion of Faegre Drinker Biddle & Reath LLP	Filed with this Registration Statement
23.1	Consent of Deloitte & Touche LLP Independent Registered Public Accounting Firm	Filed with this Registration Statement
23.2	Consent of KPMG LLP Independent Registered Public Accounting Firm	Filed with this Registration Statement
23.3	Consent of Faegre Drinker Biddle & Reath LLP	Included in Exhibit 5.1
24.1	Power of Attorney	Filed with this Registration Statement
99.1	Non-Statutory Stock Option Agreement (Inducement Grant), between Fay West and Tennant Company, dated May 7, 2021.	Filed with this Registration Statement
99.2	Restricted Stock Agreement (Inducement Grant), between Fay West and Tennant Company, dated May 7, 2021.	Filed with this Registration Statement
99.3	Restricted Stock Unit Agreement (Performance Based Inducement Grant), between Fay West and Tennant Company, dated May 7, 2021.	Filed with this Registration Statement
99.4	Restricted Stock Unit Agreement (Inducement Grant), between Fay West and Tennant Company, dated May 7, 2021.	Filed with this Registration Statement

(1) Incorporated by reference to Exhibit 3i to the Company’s Form 10-Q for the quarter ended June 30, 2006.

(2) Incorporated by reference to Exhibit 3iii to the Company’s Current Report on Form 8-K dated December 14, 2010.

(3) Incorporated by reference to Exhibit 3iii to the Company’s Form 10-Q for the quarter ended March 31, 2018.

Item 9. Undertakings.

(a)            The undersigned Registrant hereby undertakes:

(1)            To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

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(i)            To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)            To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)            To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2)            That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)            To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)            The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)            Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Minneapolis, State of Minnesota, on May 10, 2021.

TENNANT COMPANY
By:	/s/ Kristin A. Stokes
	Kristin A. Stokes
	Senior Vice President, General Counsel and Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 10, 2021.

Signature	Title
/s/ DAVID W. HUML*	President and Chief Executive Officer
David W. Huml	(Principal Executive Officer)
/s/ FAY WEST	Senior Vice President, Chief Financial Officer
Fay West	(Principal Financial and Accounting Officer)

David W. Huml	)
Azita Arvani	)
William F. Austen	)
Carol S. Eicher	)
Maria C. Green	)	The Board of Directors*
Timothy R. Morse	)
Donal L. Mulligan	)
Steven A. Sonnenberg	)
David Windley	)

* Kristin A. Stokes, by signing her name hereto, does hereby sign this document on behalf of each of the above-named directors of the Registrant pursuant to powers of attorney duly executed by such persons.

By	/s/ KRISTIN A. STOKES
	Kristin A. Stokes, Attorney-in-Fact

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EX-5.1

Exhibit 5.1

 

May 10, 2021

Tennant Company

10400 Clean Street

Eden Prairie, Minnesota 55344

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Tennant Company, a Minnesota corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), registering the offer and sale of up to 29,058 shares of the Company’s common stock, par value $0.375 per share (the “Shares”), issuable upon (a) the vesting and exercise of 8,808 stock options granted to Fay West, the Company’s Senior Vice President, Chief Financial Officer, pursuant to a Non-Statutory Stock Option Agreement (Inducement Grant), (b) the vesting of 2,473 shares of restricted stock granted to Ms. West pursuant to a Restricted Stock Agreement (Inducement Grant), (c) the vesting of 4,946 performance-based restricted stock units granted to Ms. West pursuant to a Restricted Stock Unit Agreement (Performance Based Inducement Grant) and (d) the vesting of 12,831 restricted stock units granted to Ms. West pursuant to a Restricted Stock Unit Agreement (Inducement Grant) (collectively, the “Inducement Award Agreements”).

For purposes of this opinion letter, we have examined the Inducement Award Agreements, the Registration Statement, the Articles of Incorporation, as currently in effect, and the Amended and Restated Bylaws, as currently in effect, of the Company, the resolutions of the Company’s board of directors authorizing the issuance of the Shares and such corporate and other records, agreements, instruments, certificates of public officials and documents as we have deemed necessary as a basis for the opinions hereinafter expressed and have made such examination of statutes as we have deemed relevant and necessary in connection with the opinions hereinafter expressed. As to facts material to this opinion letter, we have relied upon certificates, statements or representations of public officials, of officers and representatives of the Company and of others, without any independent verification thereof.

In our examination, we have assumed: (i) the legal capacity of all natural persons; (ii) the genuineness of all signatures; (iii) the authenticity of all documents submitted to us as originals; (iv) the conformity to original documents of all documents submitted to us as certified, conformed, photostatic or facsimile copies; (v) the authenticity of the originals of such latter documents; (vi) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments, certificates and records we have reviewed; and (vii) the absence of any undisclosed modifications to the agreements and instruments reviewed by us.

Based on and subject to the foregoing and to the other qualifications, assumptions and limitations set forth herein, we are of the opinion that all necessary corporate action on the part of the Company has been taken to authorize the issuance and sale of the Shares to be issued in accordance with the Inducement Award Agreements and that, when (a) the Shares have been issued and sold as contemplated in the Registration Statement and related prospectus and in accordance with the Inducement Award Agreements, and (b) the consideration for the Shares specified in the Inducement Award Agreements has been received by the Company, the Shares will be validly issued, fully paid and nonassessable.

We are admitted to the practice of law in the State of Minnesota.

Tennant Company Page -2-  May 10, 2021

This opinion speaks only as of the date the Registration Statement becomes effective under the Act, and we assume no obligation to revise or supplement this opinion thereafter. This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Yours very truly,
FAEGRE DRINKER BIDDLE & REATH LLP
By:	/s/ Amy C. Seidel
	Amy C. Seidel

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this registration statement on Form S-8 of our reports dated February 25, 2021, relating to the financial statements of Tennant Company and the effectiveness of Tennant Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Tennant Company for the year ended December 31, 2020.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP

Minneapolis, Minnesota

May 10, 2021

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Tennant Company:

We consent to the incorporation by reference in this registration statement on Form S-8 of Tennant Company of our report dated February 27, 2020, with respect to the consolidated balance sheet of Tennant Company and subsidiaries as of December 31, 2019, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the two-year period ended December 31, 2019, and the related notes and financial statement Schedule II – Valuation and Qualifying Accounts (collectively, the consolidated financial statements), before the effects of the disclosure adjustment retrospectively applied to Note 13 Retirement Benefit Plans, which report appears in the December 31, 2020 annual report on Form 10-K of Tennant Company.

Our report dated February 27, 2020 refers to a change to the method of accounting for leases.

/s/ KPMG LLP

KPMG LLP

Minneapolis, Minnesota

May 10, 2021

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kristin A. Stokes and Fay West and each or either of them, her or his true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for her or him and in her or his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as she or he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or her or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 3rd day of May, 2021.

Signature	Title
/s/ DAVID W. HUML	President, Chief Executive Officer and Director
David W. Huml	(Principal Executive Officer)
/s/ FAY WEST	Senior Vice President, Chief Financial Officer
Fay West	(Principal Financial and Accounting Officer)
/s/ AZITA ARVANI	Director
Azita Arvani
/s/ WILLIAM F. AUSTEN
William F. Austen	Director
/s/ CAROL S. EICHER
Carol S. Eicher	Director
/s/ MARIA C. GREEN
Maria C. Green	Director
/s/ TIMOTHY R. MORSE
Timothy R. Morse	Director
/s/ DONAL L. MULLIGAN
Donal L. Mulligan	Director
/s/ STEVEN A. SONNENBERG
Steven A. Sonnenberg	Director
/s/ DAVID WINDLEY
David Windley	Director

EX-99.1

Exhibit 99.1 

TENNANT COMPANY

2020 STOCK INCENTIVE PLAN

Non-Statutory Stock Option Agreement (Inducement Grant)

Name of Optionee:  Fay West
No. of Shares Covered:  8,808	Date of Grant: May 7, 2021
Exercise Price Per Share:  $85.73	Vesting:
	No. of Shares	Date
	33%	May 7, 2022
	33%	May 7, 2023
	33%	May 7, 2024

This is a Non-Statutory Stock Option Agreement (“Agreement”) between Tennant Company, a Minnesota corporation (the “Company”), and the Optionee identified above (the “Optionee”) effective as of the date of grant specified above.

Recitals

WHEREAS, the Company maintains the Tennant Company 2020 Stock Incentive Plan (the “Plan”); and

WHEREAS, this award of a Non-Statutory Stock Option (the “Option”) is not granted under the Plan, but rather is an inducement grant issued in reliance on the employment inducement award exemption under the New York Stock Exchange’s Listed Company Manual Rule 303A.08; and

WHEREAS, the Compensation Committee of the Board of Directors (the “Committee”) has determined that the Participant is eligible to receive this Option;

NOW, THEREFORE, the Company hereby grants this Option to the Optionee under the terms and conditions as follows:

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Terms and Conditions^*

1. Grant. The Optionee is granted this Option to purchase the number of Shares specified at the beginning of this Agreement.

2. Exercise Price. The purchase price to the Optionee of each Share subject to this Option shall be the exercise price specified at the beginning of this Agreement.

3. Non-Statutory Stock Option. This Option is not intended to be an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

4. Exercise Schedule. This Option shall vest in accordance with the schedule specified at the beginning of this Agreement. If this Option has not expired prior thereto, it may be exercised at any time with respect to any or all of the Shares as to which this Option has vested.

The vesting of this Option will be accelerated and it may be exercised in full under the circumstances described in Section 8 of this Agreement if it has not expired prior thereto.

5. Expiration. This Option shall expire at 5:00 p.m. Central Time on the earliest of:

(a) The date occurring ten years after the date of grant of this Option;

(b) The last day of the period following the termination of employment of the Optionee during which this Option can be exercised (as specified in Section 7 of this Agreement); or

(c) The date (if any) fixed for cancellation pursuant to Section 8 of this Agreement.

In no event may anyone exercise this Option, in whole or in part, after it has expired, notwithstanding any other provision of this Agreement.

6. Procedure to Exercise Option.

(a) Notice of Exercise. Inquiries regarding forms and procedures for exercising options should be directed to a Merrill Participant Service Representative at (877) 767-2404 or www.benefits.ml.com. If the person exercising this Option is not the Optionee, he/she also must submit appropriate proof of his/her right to exercise this Option.

(b) Tender of Payment. Upon giving notice of any exercise hereunder, the Optionee shall provide for payment of the purchase price of the Shares being purchased and the amount of any tax withholding required in connection with such exercise as provided in Section 14 of the Plan through one or a combination of the following methods:

(i) Cash (including check, bank draft or money order);

* Unless the context clearly indicates otherwise, any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.

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(ii)            To the extent permitted by law, a broker-assisted cashless exercise in which the Optionee irrevocably instructs a broker to deliver proceeds of a sale of all or a portion of the Shares to be issued pursuant to the exercise (or a loan secured by such Shares) to the Company in payment of the purchase price of such Shares and the amount of any applicable withholding tax;

(iii)            By delivery to the Company of unencumbered Shares having an aggregate Fair Market Value on the date of exercise equal to the purchase price of such Shares and the amount of any applicable withholding tax (or in lieu of such delivery, by tender through attestation of such Shares in accordance with such procedures as the Committee may permit); or

(iv)            By a reduction in the number of Shares delivered to the Optionee upon exercise, such number of Shares withheld having an aggregate Fair Market Value on the date of exercise equal to the purchase price of such Shares and the amount of any applicable withholding tax.

Notwithstanding the foregoing, the Optionee shall not be permitted to pay any portion of the purchase price with Shares, if the Committee, in its sole discretion, determines that payment in such manner is undesirable.

(c) Delivery of Shares. As soon as practicable after the Company receives the notice of exercise and payment provided for above, it shall deliver to the person exercising the Option, in the name of such person, a certificate or certificates representing the Shares being purchased (net of the number of Shares sold or withheld, if any, to pay the exercise price and withholding tax). The Company may alternatively satisfy this obligation to deliver Shares by a book entry made in the records of the Company’s transfer agent or by electronically transferring such shares to an account designated by the person exercising the Option. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to issue or deliver any Shares prior to the completion of such registration or other qualification of such Shares under any state or federal law, rule or regulation as the Company shall determine to be necessary or desirable.

7. Employment Requirement. This Option may be exercised only while the Optionee remains employed with the Company or an Affiliate thereof, and only if the Optionee has been continuously so employed since the date of this Agreement; provided that:

(a) This Option may be exercised within one year after the Optionee’s employment by the Company ceases if such cessation of employment is because of death or Disability;

(b) This Option may be exercised within three months after the Optionee’s employment by the Company ceases if such cessation of employment is because of Retirement; provided that if the Optionee has provided the Company with six months’ prior written notice of the Optionee’s intention to Retire, and if there are no special payments made by the Company as a retirement incentive or inducement, then this Option may be exercised at any time within five years after the Optionee’s employment by the Company ceases due to Retirement;

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(c) If the Optionee’s employment terminates after a declaration made pursuant to Section 17 of the Plan, this Option may be exercised at any time during the period permitted by such declaration;

(d) If the Optionee’s employment is terminated by the Company for Cause, the Option shall expire and all rights to purchase Shares hereunder shall terminate immediately upon such termination; or

(e) If the Optionee’s employment terminates in any manner other than as provided above, this Option may be exercised at any time within three months after the time of such termination of employment, but only to the extent that it was exercisable immediately prior to such termination of employment.

Notwithstanding any provision of this Agreement, this Option may not be exercised after it has expired as provided in Section 5 of this Agreement.

8. Acceleration of Option.

(a) Death, Disability or Retirement. This Option shall vest and may be exercised in full, regardless of whether such exercise occurs prior to a date on which this Option would otherwise vest in accordance with the vesting schedule, upon the death, Disability or Retirement of the Optionee; provided that the Optionee shall have been continuously employed by the Company or an Affiliate thereof between the date of this Agreement and the date of such death, Disability or Retirement.

(b) Change of Control. In the event of a Change of Control, then, without any action by the Committee, this Option, to the extent not already exercised in full or otherwise expired, shall immediately vest and become exercisable in full; provided that the Committee, in its sole discretion, may cancel this Option in exchange for a cash payment equal to the amount, if any, by which the Fair Market Value per Share immediately prior to the Change of Control exceeds the exercise price per Share.

9. Forfeiture/Recoupment of Option/Shares. This Option shall be subject to the terms of the Company’s Compensation Recoupment Policy as in effect from time to time.

10. Limitation on Transfer. While the Optionee is alive, only the Optionee or his/her Successor may exercise this Option. This Option may not be assigned or transferred other than to a Successor in the event of Optionee’s death or pursuant to a Qualified Domestic Relations Order as defined by the Code or Title I of the Employee Retirement Income Security Act, or the rules thereunder. Notwithstanding the foregoing and to the extent permitted by law, the Optionee may transfer this Option to a Transferee if the Optionee does not receive any consideration for the transfer. Any such transfer shall be subject to Section 6.3 of the Plan.

11. No Shareholder Rights Before Exercise. No person shall have any of the rights of a shareholder of the Company with respect to any Share subject to this Option until the Share actually is issued to him/her upon exercise of this Option.

12. Adjustments for Changes in Capitalization. This Option shall be subject to adjustments for changes in the Company’s capitalization as provided in Section 16 of the Plan.

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13. No Right to Employment. This Agreement shall not give the Optionee a right to continued employment with the Company or any Affiliate of the Company, and the Company or any such Affiliate employing the Optionee may terminate his/her employment and otherwise deal with the Optionee without regard to the effect it may have upon him/her under this Agreement.

14. Tax Withholding. The Company (or any Subsidiary of Affiliate employing the Optionee) shall have a right to require the Optionee to pay the Company (or such Subsidiary or Affiliate) a cash amount sufficient to cover any taxes including without limitation income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Optionee’s receipt of this Option and legally applicable to Optionee including, without limitation, in connection with the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired under this Option and/or the receipt of any dividends on such Shares which the Company determines must be withheld (“Tax-Related Items”) before delivery of Shares upon exercise of this Option. In lieu of all or any part of a cash payment from the Optionee, the Optionee may elect to cover the Tax-Related Items by tendering Shares or reducing the number of Shares delivered to the Optionee upon exercise of this Option equal in value to the amount of such Tax-Related Items, in accordance with the provisions of Section 14 of the Plan and Section 6 of this Agreement. Optionee further acknowledges that the Company and its Affiliates (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items or achieve any particular tax result.

15. Option Subject to Articles of Incorporation, and By-Laws. Optionee acknowledges that this Option and the exercise thereof is subject to the Articles of Incorporation, as amended from time to time, and the By-Laws, as amended from time to time, of the Company, and any applicable federal or state laws, rules or regulations. In addition, the provisions of the Plan governing awards granted thereunder shall also apply to this Option.

16. Obligation to Reserve Sufficient Shares. The Company shall at all times during the term of this Option reserve and keep available a sufficient number of Shares to satisfy this Agreement.

17. Binding Effect. This Agreement shall be binding in all respects on the heirs, representatives, successors and assigns of the Optionee.

18. Choice of Law. This Agreement is entered into under the laws of the State of Minnesota and shall be construed and interpreted thereunder (without regard to its conflict of law principles).

19. Interpretation of This Agreement. All decisions and interpretations made by the Committee with regard to any question arising hereunder or under the Plan shall be binding and conclusive upon the Company and the Optionee. This Agreement shall be construed in accordance with the terms of the Plan.

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IN WITNESS WHEREOF, the Optionee and the Company have executed this Agreement effective as of the 7th day of May, 2021.

OPTIONEE
/s/ Fay West
Fay West
TENNANT COMPANY
By	/s/ Carol E. McKnight
	Carol E. McKnight
Its	SVP, Chief Administrative Officer
Date May 7, 2021

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EX-99.2

Exhibit 99.2 

TENNANT COMPANY

2020 STOCK INCENTIVE PLAN

Restricted Stock Agreement (Inducement Grant)

Name of Participant:  Fay West

No. of Shares:  2,473   Date of Grant: May 7, 2021

Vesting Schedule:
No. of Shares	Date
100%	May 7, 2024

This is a Restricted Stock Agreement (“Agreement”) between Tennant Company, a Minnesota corporation (the “Company”), and the participant identified above (the “Participant”) effective as of the date of grant specified above.

Recitals

WHEREAS, the Company maintains the Tennant Company 2020 Stock Incentive Plan (the “Plan”); and

WHEREAS, this award of Restricted Stock (the “Restricted Stock Award”) is not granted under the Plan, but rather is an inducement grant issued in reliance on the employment inducement award exemption under the New York Stock Exchange’s Listed Company Manual Rule 303A.08; and

WHEREAS, the Compensation Committee of the Board of Directors (the “Committee”) has determined that the Participant is eligible to receive this Award;

NOW, THEREFORE, the Company hereby grants this Restricted Stock Award to the Participant under the terms and conditions as follows:

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Terms and Conditions^*

1. Grant.

(a) The Participant is granted the number of Shares of Restricted Stock specified at the beginning of this Agreement. Unless and until these Shares vest as provided in Section 2 below, they are subject to the restrictions provided for in this Agreement and are referred to as “Restricted Shares.”

(b) The Restricted Shares will be evidenced by a book entry made in the records of the Company’s transfer agent in the name of the Participant, unless the Participant requests a certificate evidencing the Restricted Shares. Each book entry, or stock certificate if requested by a Participant, evidencing any Restricted Shares may contain such notifications or legends and stock transfer instructions or limitations as provided herein or as may be determined or authorized by the Company in its sole discretion. If a certificate evidencing any Restricted Shares is issued, the Company may, in its discretion, retain custody of such certificate until such Shares vest and require, as a condition to issuing any such certificate, that the Participant deliver to the Company a stock power duly executed in blank relating to such custody.

2. Vesting of Award.

(a) If the Participant remains continuously employed by the Company or an Affiliate from the date of grant of this Restricted Stock Award, then the Restricted Shares will vest in the numbers and on the dates specified in the vesting schedule specified at the beginning of this Agreement.

(b) If the Participant’s employment with the Company and its Affiliates terminates due to death, Disability or Retirement (provided that, in the case of Retirement, the Participant has provided at least six months advance notice to the Company of the Participant’s intention to Retire), and the Participant has been continuously employed by the Company or an Affiliate between the date of grant specified above and the date of such death, Disability or Retirement, then a pro rata portion of the number of Restricted Shares outstanding immediately preceding such termination of employment shall vest in connection with such termination. The pro rata portion shall be determined by utilizing a fraction the numerator of which is the number of days between the Date of Grant specified at the beginning of this Agreement and the date Participant’s employment ended, and the denominator of which is the number of days between such Date of Grant and the vesting date specified at the beginning of this Agreement.

(c) In the event of a Change of Control, then this Restricted Stock Award shall immediately vest in full.

* Unless the context clearly indicates otherwise, any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.

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(d) Notwithstanding any other provision of this Agreement, the Committee may, in its discretion, declare that the Restricted Shares, or any portion of them, will vest at such other times and in such other situations as it deems appropriate and in the best interest of the Company.

3. Effect of Vesting. Upon the vesting of any Restricted Shares, all restrictions on such vested Shares as specified in this Agreement will lapse and such vested Shares will no longer be subject to forfeiture as provided in Section 5 below. Upon vesting, the Company will issue to the Participant a certificate or electronically transfer by book-entry the number of Shares that are free of any transfer or other restrictions arising under this Agreement. Any such issuance or transfer may be conditioned upon the Participant returning to the Company any certificate(s) evidencing such Restricted Shares that may previously have been delivered to the Participant.

4. Applicable Restrictions. The Restricted Shares may not be transferred, sold, assigned, pledged, alienated, attached or otherwise encumbered (collectively, a “Transfer”) prior to the time they vest in accordance with this Agreement, except for a transfer to the Successor of the Participant in the event of the Participant’s death. Any prohibited Transfer will be void and unenforceable against the Company. No attempted Transfer of any Restricted Shares that is prohibited hereunder, whether voluntary or involuntary, shall vest the purported transferee with any interest or right in or with respect to such Shares.

5. Forfeiture of Shares. If any of the Restricted Shares become the subject of an attempted Transfer, or if Participant’s employment with the Company and its Affiliates terminates for any reason other than as provided in Section 2(b) above, this Restricted Stock Award will immediately terminate and all Restricted Shares will be forfeited to the Company.

6. Forfeiture/Recoupment of Restricted Shares. This Award is subject to the terms of the Company’s Compensation Recoupment Policy as in effect from time to time.

7. Actions in Connection With a Forfeiture of Shares. If the Company does not have custody of any and all certificates representing any Restricted Shares forfeited hereunder, the Participant shall immediately return to the Company any and all such certificates. If the Participant has not already done so, the Participant will also deliver to the Company a stock power duly executed in blank relating to any and all certificates representing Restricted Shares forfeited to the Company, and the Company will be authorized to cancel any and all certificates representing Restricted Shares so forfeited and to cause a book entry to be made in the records of the Company’s transfer agent in the name of the Participant (or a new stock certificate to be issued, if requested by the Participant) evidencing any Shares that vested prior to forfeiture. If the Restricted Shares are evidenced by a book-entry made in the records of the Company’s transfer agent, then the Company will be authorized to cause such book-entry to be adjusted to reflect the number of Restricted Shares so forfeited.

8. Restrictive Legend. Any book entry or certificate representing Restricted Shares shall contain a notation or bear the following legend:

“THE SHARES REPRESENTED BY THIS [BOOK-ENTRY] [CERTIFICATE] MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.”

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The Participant agrees that in order to ensure compliance with the restrictions referred to in this Agreement, the Company may issue appropriate “stop transfer” instructions to its transfer agent.

9. Rights as a Shareholder; Rights to Dividends. As of the date of grant specified at the beginning of this Agreement, the Participant shall have all of the rights of a shareholder of the Company with respect to the Restricted Shares (including voting rights), except as otherwise specifically provided in this Agreement. Notwithstanding the foregoing, any dividends, whether in cash, stock or other property, declared and paid by the Company with respect to Restricted Shares that have not yet vested in accordance with Section 2 of this Agreement (“Accrued Dividends”) shall vest and be paid to the Participant, without interest, only if and when such Restricted Shares vest. If Accrued Dividends consist of shares of capital stock, certificates for such shares will be issued and the unvested Accrued Dividends shall be held in the same manner as certificates for Restricted Shares are issued and held under Sections 1(b) and 3 above. In the event that the Participant forfeits Restricted Shares as provided under Sections 5 or 6 hereof, all unvested Accrued Dividends shall also be cancelled by the Company. The Participant shall have no further rights with respect to any Accrued Dividends that are so forfeited. If the Accrued Dividends consist of shares of capital stock, such Accrued Dividends will be forfeited and cancelled in the same manner and under the same terms as forfeited Restricted Shares under Section 7.

10. Adjustments for Changes in Capitalization. This Restricted Stock Award shall be subject to adjustments for changes in the Company’s capitalization as provided in Section 16 of the Plan.

11. No Right to Employment. This Agreement shall not give the Participant a right to continued employment with the Company or any Affiliate of the Company, and the Company or any such Affiliate employing the Participant may terminate his/her employment and otherwise deal with the Participant without regard to the effect it may have upon him/her under this Agreement.

12. Tax Consequences and Withholding. The Participant understands that unless a proper and timely Section 83(b) election has been made as further described below, generally under Section 83 of the Code, at the time the Restricted Shares vest, the Participant will be obligated to recognize ordinary income and be taxed in an amount equal to the Fair Market Value as of the date of vesting for the Restricted Shares then vesting. The Participant has been informed that, with respect to the grant of the Restricted Stock Award, an election may be filed by the Participant with the Internal Revenue Service, within 30 days of the date of grant, electing pursuant to Section 83(b) of the Code to be taxed currently on the Fair Market Value of the Restricted Shares on the date of grant. The Participant acknowledges that it is the Participant’s sole responsibility to timely file the election under Section 83(b) of the Code. If the Participant makes such election, the Participant shall promptly provide the Company a copy and the Company may require at the time of such election an additional payment for withholding tax purposes based on the Fair Market Value of the Restricted Shares as of the date of grant.

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The Company (or any Subsidiary or Affiliate employing the Participant) shall have a right to require the Participant to pay the Company (or such Subsidiary or Affiliate) a cash amount sufficient to cover any required domestic or foreign tax withholding obligation, including income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s receipt of this Award and legally applicable to the Participant including, without limitation, in connection with the vesting of the Restricted Shares, the subsequent sale of Shares acquired upon vesting and/or the receipt of any dividends on such Shares which the Company determines must be withheld (“Tax-Related Items”), before delivery of any Shares under this Restricted Stock Award. In lieu of all or any part of a cash payment from the Participant, the Participant may elect to cover the Tax-Related Items by forfeiting a number of Shares delivered to the Participant equal in value to the amount of such tax withholding obligation. The Participant acknowledges that the Company and its Affiliates (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Shares; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result.

13. Restricted Shares Subject to Articles of Incorporation and By-Laws. Participant acknowledges that this Restricted Stock Award is subject to the Articles of Incorporation, as amended from time to time, and the By-Laws, as amended from time to time, of the Company, and any applicable federal or state laws, rules or regulations. In addition, the provisions of the Plan governing awards granted thereunder shall also apply to this Award.

14. Obligation to Reserve Sufficient Shares. The Company shall at all times during the term of this Restricted Stock Award reserve and keep available a sufficient number of Shares to satisfy this Agreement.

15. Binding Effect. This Agreement shall be binding in all respects on the heirs, representatives, successors, and assigns of the Participant.

16. Choice of Law. This Agreement is entered into under the laws of the State of Minnesota and shall be construed and interpreted thereunder (without regard to its conflict of law principles).

17. Interpretation of This Agreement. All decisions and interpretations made by the Committee with regard to any question arising hereunder or under the Plan shall be binding and conclusive upon the Company and the Participant. This Agreement shall be construed in accordance with the terms of the Plan.

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IN WITNESS WHEREOF, the Participant and the Company have executed this Agreement effective as of the 7th day of May, 2021.

PARTICIPANT
/s/ Fay West
Fay West
TENNANT COMPANY
By	/s/ Carol E. McKnight
	Carol E. McKnight
Its	SVP, Chief Administrative Officer
Date May 7, 2021

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EX-99.3

Exhibit 99.3

TENNANT COMPANY

2020 STOCK INCENTIVE PLAN

Restricted Stock Unit Agreement (Inducement Grant)

Name of Holder:  Fay West
No. of Units:    4,946 (at Target level)	Date of Grant:  May 7, 2021
Vesting Date:  December 31, 2023, subject to vesting conditions set forth on Exhibit I

This is a Restricted Stock Unit Agreement (“Agreement”) between Tennant Company (the “Company”) and the individual identified above (the “Holder”), effective as of the date of grant specified above.

Recitals

WHEREAS, the Company maintains the Tennant Company 2020 Stock Incentive Plan (the “Plan”); and

WHEREAS, this award of performance-based Restricted Stock Units (the “Units”) is not granted under the Plan, but rather is an inducement grant issued in reliance on the employment inducement award exemption under the New York Stock Exchange’s Listed Company Manual Rule 303A.08; and

WHEREAS, Compensation Committee (“Committee”) of the Board of Directors has determined that the Holder is eligible to receive an award of Units (the “Award”), subject to the vesting conditions set forth on Exhibit I;

NOW, THEREFORE, the Company hereby grants Units to the Holder under the terms and conditions as follows:

Terms and Conditions^*

1. Grant. The Holder is granted the number of Units specified at the beginning of this Agreement, subject to the vesting conditions set forth on Exhibit I.

2. Fair Market Value of Units. The fair market value of a Unit subject to this Agreement shall at all times be equal to the Fair Market Value of a Share of the Company’s Stock (the “Common Stock”).

^* Unless the context clearly indicates otherwise, any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.

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3. Vesting and Payment of Benefits.

(a)            Generally. Payment of vested Units subject to this Agreement shall be made by the Company delivering one Share of Common Stock for each vested Unit to the Holder, subject to the tax withholding provisions of Section 12.

(b)            Vesting and Payment. Subject to Sections 5 and 6 of this Agreement, Units subject to this Agreement shall vest on the vesting date specified at the beginning of this Agreement, subject to the vesting conditions set forth on Exhibit I, unless the Holder’s employment with the Company shall terminate prior to such vesting date. The number of Units that vest, if any, may be more or less than the number of Units specified at the beginning of this Agreement and will be based solely on the vesting conditions set forth on Exhibit I. Delivery of Shares of Common Stock in payment of the Units will occur as soon as administratively practicable after the Committee certifies achievement of the vesting conditions (but no later than March 15, 2024), and the Holder shall have no power to affect the timing of such payment. Such issuance shall be evidenced by a stock certificate or appropriate entry on the books of the Company or a duly authorized transfer agent of the Company, and shall be in complete satisfaction of such vested Units. If the Units that vest and become payable include a fractional Unit, the Company shall round the number of vested Units to the nearest whole Unit prior to delivery of Shares as provided herein. If the ownership of or issuance of Shares to the Holder as provided herein is not feasible or practical due to applicable exchange controls, securities or tax laws or other provisions of applicable law, as determined by the Committee in its sole discretion, the Holder or his/her legal representative shall receive cash proceeds in an amount equal to the Fair Market Value (as of the date vesting occurs) of the Shares otherwise issuable to Holder, net of any amount required to satisfy withholding tax obligations as provided in Section 12.

(c)            Effect. Whenever the Company shall become obligated to make payment in respect of a Unit subject to this Agreement, all rights of the Holder with respect to such Unit, other than the right to such payment, shall terminate and be of no further force or effect and such Unit shall be cancelled.

(d)            Payments on Death. Any payment due under this Agreement following the death of the Holder shall be paid to the Successor of the Holder.

4. No Entitlement to Cash Dividends. The Holder shall not be entitled to receive any cash dividends or cash dividend equivalents with respect to the Units credited to the Holder’s account.

5. Effect of Termination of Employment. If the Holder ceases to be an Employee prior to the vesting date specified at the beginning of this Agreement other than as a result of the Holder’s death, Retirement or Disability, the Holder shall forfeit the Units. If the Holder ceases to be an Employee as a result of Holder’s death, Retirement or Disability, then the Holder shall be entitled to receive a pro rata portion of the Units that vest, if any, on the vesting date specified at the beginning of this Agreement and based upon the extent of the vesting conditions set forth on Exhibit I, as provided in Section 3, and the balance of the Units shall be forfeited. The pro rata portion shall be determined by utilizing a fraction the numerator of which is the number of days between the first day of the performance period set forth on Exhibit I and the date the Holder’s employment ended, and the denominator of which is the total number of days in the performance period set forth on Exhibit I. Notwithstanding anything to the contrary in this Agreement, to the extent the benefit provided hereunder is considered to be deferred compensation under Section 409A of the Code, and if the Holder is a “specified employee” within the meaning of Section 409A of the Code, then any payment due as a result of separation from service will not be made until six months after the Holder’s separation from service or, if earlier, the payment date in accordance with this Agreement.

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6. Change of Control. Notwithstanding anything to the contrary stated herein, upon the occurrence of a Change of Control, all of the Units (based on achievement at the target level) subject to this Agreement shall immediately vest and be paid in full as provided in Section 3. Notwithstanding anything in this Agreement to the contrary, no Change of Control shall be deemed to occur unless it would also be deemed to constitute a change in ownership or effective control, or a change in the ownership of a substantial portion of the assets, of a business under Section 409A of the Code.

7. Forfeiture/Recoupment of Restricted Stock Unit. This Award is subject to the terms of the Company’s Compensation Recoupment Policy as in effect from time to time.

8. Adjustments for Changes in Capitalization. The Units subject to this Agreement shall be subject to adjustments for changes in the Company’s capitalization as provided in Section 16 of the Plan.

9. No Transfer. The Units may not be pledged, assigned or transferred except as expressly provided in Section 6.3 of the Plan.

10. No Shareholder Rights Until Payment. The Holder shall not have any of the rights of a shareholder of the Company in connection with the award of Units subject to this Agreement unless and until the Holder becomes the holder of record of the Common Stock issued in payment of the Units.

11. No Right to Employment. This Agreement shall not give the Holder a right to continued employment with the Company or any Affiliate of the Company, and the Company or any such Affiliate employing the Holder may terminate his/her employment and otherwise deal with the Holder without regard to the effect it may have upon him/her under this Agreement.

12. Tax Withholding. The Company (or the Subsidiary or Affiliate employing the Holder) shall have a right to require the Holder to pay the Company (or such Subsidiary or Affiliate) a cash amount sufficient to cover any required domestic or foreign tax withholding obligation, including any social security obligation, before receipt of any Shares under this Award. In lieu of all or any part of a cash payment from the Holder, the Holder may elect to cover the required withholding taxes through a reduction in the number of Shares delivered to the Holder equal in value to the amount of such tax withholding obligation.

13. Restricted Stock Units Subject to Articles of Incorporation and By-Laws. Holder acknowledges that this Award is subject to the Articles of Incorporation, as amended from time to time, and the By-Laws, as amended from time to time, of the Company, and any applicable federal or state laws, rules or regulations. In addition, the provisions of the Plan governing awards granted thereunder shall also apply to this Award.

14. Obligation to Reserve Sufficient Shares. The Company shall at all times during the term of this Award reserve and keep available a sufficient number of Shares to satisfy this Agreement.

15. Binding Effect. This Agreement shall be binding in all respects on the heirs, representatives, successors and assigns of the Holder.

16. Choice of Law. This Agreement is entered into under the laws of the State of Minnesota and shall be construed and interpreted thereunder (without regard to its conflict of law principles).

17. Interpretation of This Agreement. All decisions and interpretations made by the Committee with regard to any question arising hereunder or under the Plan shall be binding and conclusive upon the Company and the Holder. This Agreement shall be construed in accordance with the terms of the Plan.

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IN WITNESS WHEREOF, the Holder and the Company have executed this Agreement effective as of the date of grant specified above.

HOLDER
/s/ Fay West
Fay West
TENNANT COMPANY
By	/s/ Carol E. McKnight
	Carol E. McKnight
Its	SVP, Chief Administrative Officer

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EX-99.4

Exhibit 99.4 

TENNANT COMPANY

2020 STOCK INCENTIVE PLAN

Restricted Stock Unit Agreement (Inducement Grant)

Name of Holder:   Fay West

No. of Units:  12,831 Date of Grant:  May 7, 2021

Vesting Schedule:
No. of Units	Date
50%	May 7, 2022
50%	May 7, 2023

This is a Restricted Stock Unit Agreement (“Agreement”) between Tennant Company (the “Company”) and the individual identified above (the “Holder”), effective as of the Date of Grant specified above.

Recitals

WHEREAS, the Company maintains the Tennant Company 2020 Stock Incentive Plan (the “Plan”); and

WHEREAS, this award of Units (the “Award”) is not granted under the Plan, but rather is an inducement grant issued in reliance on the employment inducement award exemption under the New York Stock Exchange’s Listed Company Manual Rule 303A.08; and

WHEREAS, notwithstanding the fact that this Award is not granted under the Plan, this Award shall be governed by certain terms and conditions as if it had been granted under the Plan; and

WHEREAS, the Compensation Committee (the “Committee”) of the Board has determined that the Holder is eligible to receive this Award;

NOW, THEREFORE, the Company hereby grants Units to the Holder under the terms and conditions as follows:

Terms and Conditions^*

1. Grant. The Holder is granted the number of Units specified at the beginning of this Agreement.

* Unless the context clearly indicates otherwise, any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.

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2. Fair Market Value of Units. The fair market value of a Unit subject to this Agreement shall at all times be equal to the Fair Market Value of a Share of the Company’s Stock (the “Common Stock”).

3. Vesting and Payment of Benefits.

(a)            Generally. Payment of vested Units subject to this Agreement shall be made by the Company delivering one Share of Common Stock for each vested Unit to the Holder, subject to the tax withholding provisions of Section 12.

(b)            Vesting and Payment. Subject to Sections 5 and 6 of this Agreement, Units subject to this Agreement shall vest in the numbers and on the dates specified in the vesting schedule specified at the beginning of this Agreement, unless the Holder’s employment with the Company shall terminate prior to such vesting dates. Delivery of Shares of Common Stock in payment of the Units will occur as soon as administratively practicable after each applicable vesting date (but no later than the 15^th day of the third calendar month following the vesting date). Such issuance shall be evidenced by a stock certificate or appropriate entry on the books of the Company or a duly authorized transfer agent of the Company, and shall be in complete satisfaction of such vested Units. If the Units that vest and become payable include a fractional Unit, the Company shall round the number of vested Units to the nearest whole Unit prior to delivery of Shares as provided herein.

(c)            Effect. Whenever the Company shall become obligated to make payment in respect of a Unit subject to this Agreement, all rights of the Holder with respect to such Unit, other than the right to such payment, shall terminate and be of no further force or effect and such Unit shall be cancelled.

(d)            Payments on Death. Any payment due under this Agreement following the death of the Holder shall be paid to the Successor of the Holder.

4. No Entitlement to Cash Dividends. The Holder shall not be entitled to receive any cash dividends or cash dividend equivalents with respect to the Units credited to the Holder’s account.

5. Effect of Termination of Employment. If the Holder ceases to be an Employee prior to any vesting date specified at the beginning of this Agreement other than as a result of the Holder’s death or Disability, the Holder shall forfeit the Units. If the Holder ceases to be an Employee as a result of Holder’s death or Disability, then the Holder shall be entitled to receive a pro rata portion of the Units that vest as provided in Section 3, and the balance of the Units shall be forfeited. The pro rata portion shall be determined by utilizing a fraction the numerator of which is the number of days between the last scheduled vesting date prior to the date Holder’s employment ended (or the Date of Grant if there was no scheduled vesting date prior to the termination of employment) and the date Holder’s employment ended, and whose denominator is the number of days between the last scheduled vesting date prior to the date Holder’s employment ended (or the Date of Grant if there was no scheduled vesting date prior to the termination of employment) and the next scheduled vesting date, which fraction shall be applied to the number of Units scheduled to vest on the next scheduled vesting date. Notwithstanding anything to the contrary in this Agreement, to the extent the benefit provided hereunder is considered to be deferred compensation under Section 409A of the Code, and if the Holder is a “specified employee” within the meaning of Section 409A of the Code, then any payment due as a result of separation from service will not be made until six months after the Holder’s separation from service or, if earlier, the payment date in accordance with this Agreement.

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6. Change of Control. Notwithstanding anything to the contrary stated herein, upon the occurrence of a Change of Control, all of the Units subject to this Agreement shall immediately vest and be paid in full as provided in Section 3. Notwithstanding anything in this Agreement to the contrary, no Change of Control shall be deemed to occur unless it would also be deemed to constitute a change in ownership or effective control, or a change in the ownership of a substantial portion of the assets, of a business under Section 409A of the Code.

7. Forfeiture/Recoupment of Restricted Stock Unit. The Units subject to this Agreement shall be subject to the terms of the Company’s Compensation Recovery Policy in effect from time to time.

8. Adjustments for Changes in Capitalization. The Units subject to this Agreement shall be subject to adjustments for changes in the Company’s capitalization as provided in Section 16 of the Plan.

9. No Transfer. The Units may not be pledged, assigned or transferred except as expressly provided in Section 6.3 of the Plan.

10. No Shareholder Rights Until Payment. The Holder shall not have any of the rights of a shareholder of the Company in connection with the award of Units subject to this Agreement unless and until the Holder becomes the holder of record of the Common Stock issued in payment of the Units.

11. No Right to Employment. This Agreement shall not give the Holder a right to continued employment with the Company or any Affiliate of the Company, and the Company or any such Affiliate employing the Holder may terminate his/her employment and otherwise deal with the Holder without regard to the effect it may have upon him/her under this Agreement.

12. Tax Withholding. The Company (or the Subsidiary or Affiliate employing the Holder) shall have a right to require the Holder to pay the Company (or such Subsidiary or Affiliate) a cash amount sufficient to cover any required domestic or foreign tax withholding obligation, including income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Holder’s receipt of this Award and legally applicable to Holder including, without limitation, in connection with the grant or vesting of the Units, the subsequent sale of Shares acquired under the Award and/or the receipt of any dividends on such Shares which the Company determines must be withheld (“Tax-Related Items”) before receipt of any Shares under this Award. In lieu of all or any part of a cash payment from the Holder, the Holder may elect to cover the Tax-Related Items through a reduction in the number of Shares delivered to the Holder equal in value to the amount of such tax withholding obligation. Holder acknowledges that the Company and its Affiliates (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units to reduce or eliminate Holder’s liability for Tax-Related Items or achieve any particular tax result.

13. Restricted Stock Units Subject to Articles of Incorporation and By-Laws. Holder acknowledges that this Award is subject to the Articles of Incorporation, as amended from time to time, and the By-Laws, as amended from time to time, of the Company, and any applicable federal or state laws, rules or regulations. In addition, the provisions of the Plan governing awards granted thereunder shall also apply to this Award.

14. Obligation to Reserve Sufficient Shares. The Company shall at all times during the term of this Award reserve and keep available a sufficient number of Shares to satisfy this Agreement.

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15. Binding Effect. This Agreement shall be binding in all respects on the heirs, representatives, successors and assigns of the Holder.

16. Choice of Law. This Agreement is entered into under the laws of the State of Minnesota and shall be construed and interpreted thereunder (without regard to its conflict of law principles).

17. Interpretation of This Agreement. All decisions and interpretations made by the Committee with regard to any question arising hereunder or under the Plan shall be binding and conclusive upon the Company and the Holder. This Agreement shall be construed in accordance with the terms of the Plan.

IN WITNESS WHEREOF, the Holder and the Company have executed this Agreement effective as of the date of grant specified above.

HOLDER
/s/ Fay West
Fay West
TENNANT COMPANY
By	/s/ Carol E. McKnight
	Carol E. McKnight
Its	SVP, Chief Administrative Officer

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