with respect to the FAC Pension for any Participant, the annualized average of the Participant’s Compensation (as defined in [Section 2.12(a)]) for the sixty (60) calendar months immediately preceding his retirement, as determined by the Committee. In determining a Participant’s Final Average Compensation, the Committee may estimate the Participant’s incentive and/or profit sharing earnings with respect to his final year or partial year of employment. In such event, after the Participant’s actual Compensation is known, the amount of the Participant’s monthly FAC Pension shall be adjusted to reflect such actual Compensation at such time and in such manner as the Committee deems appropriate; and

Final Compensation. In the event of termination of Employee’s employment with the Company, howsoever occurring, the Company shall pay Employee # the Base Salary for the final payroll period of Employee’s employment, pro-rated through the date that Employee’s employment terminates; # compensation at the rate of the Base Salary for any accrued, unused vacation time; and # reimbursement, in accordance with Section 2(f) hereof, for business expenses incurred by Employee but not yet paid to Employee as of the date Employee’s employment terminates; provided Employee submits all expenses and supporting documentation required within sixty (60) days of the date Employee’s employment terminates, and provided further that such expenses are reimbursable under Company policies as then in effect (all of the foregoing, "Final Compensation"). Except as otherwise provided in [Section 5(a)(iii)], Final Compensation will be paid to Employee within thirty (30) days following the date of termination (or such shorter period required by law).

Final Compensation. In the event of termination of Employee’s employment with the Company, howsoever occurring, the Company shall pay Employee # the Base Salary for the final payroll period of Employee’s employment, pro-rated through the date that Employee’s employment terminates; # compensation at the rate of the Base Salary for any accrued, unused vacation time; and # reimbursement, in accordance with Section 2(e) hereof, for business expenses incurred by Employee but not yet paid to Employee as of the date Employee’s employment terminates; provided Employee submits all expenses and supporting documentation required within sixty (60) days of the date Employee’s employment terminates, and provided further that such expenses are reimbursable under Company policies as then in effect (all of the foregoing, "Final Compensation"). Except as otherwise provided in [Section 5(a)(iii)], Final Compensation will be paid to Employee within thirty (30) days following the date of termination (or such shorter period required by law).

Final Employment Compensation and Benefits. Except as expressly provided below, all compensation and benefits payable to Downing as an employee of [[Lindsay:Organization]] shall terminate on the Separation Date in accordance with the terms and conditions of the applicable policies, plans, and law. Downing’s final paycheck will be issued to Downing, less applicable withholdings, in accordance with [[Lindsay:Organization]]’s regular payroll practices and applicable law. Downing’s final paycheck will include payment of Downing’s accrued unused paid time off (“PTO”), if any, less applicable withholdings. If Downing is a participant in [[Lindsay:Organization]]’s 401(k) Plan (the “Plan”), Downing’s vested balance in the Plan shall be held, paid or rolled over pursuant to the terms of the Plan and applicable law. Downing acknowledges and agrees that, except as expressly set forth in this Agreement, Downing is not entitled to any additional amounts from [[Lindsay:Organization]] for wages, bonuses, PTO, severance compensation or employee benefits of any kind. All restricted stock units, nonqualified stock options, and performance stock units awarded to Downing will be administered in accordance with the terms and conditions of the applicable long-term incentive plan(s) and applicable options agreements or similar ancillary arrangements between Company and Downing.

Business Expenses; Final Compensation. Mr. Haak acknowledges that he has been reimbursed by the Company for all business expenses incurred in conjunction with the performance of his employment and that no other reimbursements are owed to him. Mr. Haak further acknowledges that he has received all compensation due to him from the Company, including, but not limited to, all wages, bonuses and accrued, unused vacation time, and that he is not eligible or entitled to receive any additional payments or consideration from the Company, other than the Accrued Obligations and the Separation Benefits.

Business Expenses; Final Compensation. Mr. O’Donnell acknowledges that he has been reimbursed by the Company for all business expenses incurred in conjunction with the performance of his employment and that no other reimbursements are owed to him. Mr. O’Donnell further acknowledges that he has received all compensation due to him from the Company, including, but not limited to, all wages, bonuses and accrued, unused vacation time, and that he is not eligible or entitled to receive any additional payments or consideration from the Company, other than the Accrued Obligations and the Retirement Benefits.

Final Compensation. Employee shall receive Employee’s final paycheck, less applicable withholdings, on Company’s next regularly scheduled payday following the Employment Termination Date, in accordance with Company’s regular payroll practices. Employee’s final paycheck will include payment of Employee’s base salary prorated through the Employment Termination Date, as well as payment for any accrued, unused vacation or paid leave owed to Employee as of the Employment Termination Date. Employee shall be reimbursed for all reasonable ordinary and necessary travel, entertainment, and other expenses incurred by the Employee in the performance of his duties and responsibilities for the Company; provided, that the Executive shall properly account for such expenses in accordance with the policies and procedures of the Company. The foregoing shall be paid and or reimbursed to Employee regardless of whether Employee executes this Agreement.

Final Compensation. In the event of termination of Employee’s employment with the Company, howsoever occurring, the Company shall pay Employee # the Base Salary for the final payroll period of Employee’s employment, pro-rated through the date that Employee’s employment terminates; # compensation at the rate of the Base Salary for any accrued, unused vacation time; and # reimbursement, in accordance with Section 2(e) hereof, for business expenses incurred by Employee but not yet paid to Employee as of the date Employee’s employment terminates; provided Employee submits all expenses and supporting documentation required within sixty (60) days of the date Employee’s employment terminates, and provided further that such expenses are reimbursable under Company policies as then in effect (all of the foregoing, "Final Compensation"). Except as otherwise provided in [Section 5(a)(iii)], Final Compensation will be paid to Employee within thirty (30) days following the date of termination (or such shorter period required by law).

Final Compensation. In the event of termination of Employee’s employment with the Company, howsoever occurring, the Company shall pay Employee # the Base Salary for the final payroll period of Employee’s employment, pro-rated through the date that Employee’s employment terminates; # compensation at the rate of the Base Salary for any accrued, unused vacation time; and # reimbursement, in accordance with Section 2(e) hereof, for business expenses incurred by Employee but not yet paid to Employee as of the date Employee’s employment terminates; provided Employee submits all expenses and supporting documentation required within sixty (60) days of the date Employee’s employment terminates, and provided further that such expenses are reimbursable under Company policies as then in effect (all of the foregoing, "Final Compensation"). Except as otherwise provided in [Section 5(a)(iii)], Final Compensation will be paid to Employee within thirty (30) days following the date of termination (or such shorter period required by law).

Final Compensation. As of the Termination Date, you will acknowledge that you have received pay for all work you performed for the Company or any of its Affiliates through the Termination Date, to the extent not previously paid, as well as pay, at your final base rate of pay, for any vacation days you had earned but not used as of the Termination Date, determined in accordance with Company policy and as reflected on the books of the Company as of the Termination Date. You acknowledge and agree that # such payments are in complete satisfaction of any and all compensation or benefits due to you from the Company or any of its Affiliates, whether for services provided to the Company or any of its Affiliates or otherwise, through the Termination Date and # except as expressly provided under this Severance and Consultancy Agreement, no further compensation, payments or benefits are owed or will be paid to you.