EXHIBIT 10r.
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WINNEBAGO
INDUSTRIES
OFFICERS INCENTIVE COMPENSATION
PLAN
GROUP A - OFFICERS
FISCAL PERIOD 2002-2003
WINNEBAGO INDUSTRIES, INC.
OFFICERS INCENTIVE COMPENSATION PLAN
FISCAL PERIOD 2002 - 2003
1. PURPOSE. The purpose of the Winnebago Industries, Inc. Officers Incentive
Compensation Plan (the "Plan") is to promote the growth and profitability
of Winnebago Industries, Inc. (the "Company") by providing its officers
with an incentive to achieve corporate profit objectives and to attract and
retain officers who will contribute to the achievement of growth and
profitability of the company.
2. ADMINISTRATION.
a. HUMAN RESOURCES COMMITTEE. The Plan shall be administered by a
Committee (the "Committee") appointed by the Board of Directors.
b. POWERS AND DUTIES. The Committee shall have sole discretion and
authority to make any and all determinations necessary or advisable
for administration of the Plan and may amend or revoke any rule or
regulation so established for the proper administration of the Plan.
All interpretations, decisions, or determinations made by the
Committee pursuant to the Plan shall be final and conclusive.
c. ANNUAL APPROVAL. The Committee must approve the Plan prior to the
beginning of each new fiscal year.
3. PARTICIPATION ELIGIBILITY.
a. Participants must be an officer of the Company with responsibilities
that can have a real impact on the Corporation's end results.
b. The Committee will approve all initial participation prior to the
beginning of each new program except as provided for in Section c.
below.
c. The President of Winnebago Industries, Inc. will make the
determination on participation for new participants and for payment of
earned holdback allocations due to retirement, disability or death.
Unless otherwise specified, participants must be employed as of the
end of the fiscal period for any quarterly incentive payment and
employed as of the end of the fiscal year to be eligible for any
holdback.
4. NATURE OF THE PLAN. The incentive award is based upon financial performance
of the Corporation as established by the Management Plan. The Plan is an
annual program that provides for quarterly cumulative measurements of
financial performance and an opportunity for quarterly incentive payment
based on performance results.
The financial performance measurements for this Plan will be earnings per
share and return on equity of the Company. These financial performance
measurements will provide an appropriate balance between quality and
quantity of earnings. The Company's beginning of the fiscal year
stockholders' equity will be used as the base figure for the calculation of
return on equity. Any stock repurchase program, adopted or completed
outside of the Management Plan, will not be considered in the earnings per
share and the return on equity calculations.
5. METHOD OF PAYMENT. The amount of the participants' incentive compensation
for the quarter shall be in direct proportion to the financial performance
expressed as a percentage (Financial Factor) against predetermined
compensation targets for each participant. Upon completion of the first
quarter of the fiscal year, quarterly results thereafter shall be combined
to form cumulative fiscal year-to-date results. The results for the
respective period
will be used in identifying the Financial Factor to be used for that period
when calculating the participants' incentive compensation.
50 percent of the quarterly calculated incentive will be paid within 45
days after the close of the fiscal quarter. The remaining 50 percent of the
quarterly calculated incentive will be held back and carried forward into
the next cumulative quarter. At the end of the fourth fiscal quarter
(fiscal year end), a final year-end accounting will be made prior to the
payment of any remaining incentive holdback for the year.
The incentive for the officers except for the Chief Executive Officer,
provides for a 60 percent bonus (Target) comprised of (2/3) cash and (1/3)
stock at 100 percent achievement of the financial objectives of earnings
per share and return on equity. The incentive for the Chief Executive
Officer provides for a 87.5 percent bonus (Target) comprised of (2/3) cash
and (1/3) stock at 100 percent achievement of the financial objectives of
earnings per share and return on equity.
A participant must be employed by Winnebago Industries, Inc. at the end of
the fiscal year to be eligible for any previous quarterly holdback
allocations except as waived by the President of Winnebago Industries, Inc.
for normal retirement and disability.
6. STRATEGIC PERFORMANCE. The Human Resources Committee reserves the right to
modify the core incentive eligibility by plus/minus 20 percent (of the
calculated Financial Factor) based upon strategic organizational
priorities. Strategic performance will be measured at the end of the fiscal
year only. Strategic measurements may focus on one or more of the following
strategic factors but are not limited to those stated.
Revenue Growth Customer Satisfaction
Market Share Inventory Management
Product Quality Technical Innovation
Product Introductions Ethical Business Practices
7. ANNUAL STOCK MATCH. 50 percent of the total cash incentives earned for the
year will be matched annually and paid in restricted stock to encourage
stock ownership and promote the long-term growth and profitability of
Winnebago Industries, Inc.
8. CHANGE IN CONTROL. In the event the Company undergoes a change in control
during the Plan year including, without limitation, an acquisition or
merger involving the Corporation ("Change in Control"), the Committee
shall, prior to the effective date of the Change in Control (the "Effective
Date"), make a good faith estimate with respect to the achievement of the
financial performance through the end of the Plan year immediately
preceding the Effective Date. In making such estimate, the Committee may
compare the achievement of the finance performance against forecast through
the Plan period and may consider such factors as it deems appropriate. The
Committee shall exclude from any such estimate any and all costs and
expenses arising out of or in connection with the Change in Control. Based
on such estimate, the Committee shall make a full Plan year award within 15
days after the Effective Date to all participants. Any holdback for
previous period(s) will be released and paid to the participant together
with the annual stock match payment earned.
CHANGE IN CONTROL. For the purposes of the Officers Incentive Compensation
Plan shall mean the time when (i) any Person becomes an Acquiring Person,
or (ii) individuals who shall qualify as Continuing Directors of the
Company shall have ceased for any reason to constitute at least a majority
of the Board of Directors of the Company, provided, however, that in the
case of either clause (i) or (ii) a Change of Control shall not be deemed
to have occurred if the event shall have been approved prior to the
occurrence thereof by a majority of the Continuing Directors who shall then
be members of such Board of Directors, and in
the case of clause (i) a Change of Control shall not be deemed to have
occurred upon the acquisition of stock of the Company by a pension,
profit-sharing, stock bonus, employee stock ownership plan or other
retirement plan intended to be qualified under Section 401(a) of the
Internal Revenue Code of 1986, as amended, established by the Company or
any subsidiary of the Company. (In addition, stock held by such a plan
shall not be treated as outstanding in determining ownership percentages
for purposes of this definition.)
For the purpose of the definition "Change of Control":
(a) "Continuing Director" means (i) any member of the Board of
Directors of the Company, while such person is a member of the
Board, who is not an Affiliate or Associate of any Acquiring
Person or of any such Acquiring Person's Affiliate or Associate
and was a member of the Board prior to the time when such
Acquiring Person shall have become an Acquiring Person, and (ii)
any successor of a Continuing Director, while such successor is a
member of the Board, who is not an Acquiring Person or any
Affiliate or Associate of any Acquiring Person or a
representative or nominee of an Acquiring Person or of any
affiliate or associate of such Acquiring Person and is
recommended or elected to succeed the Continuing Director by a
majority of the Continuing Directors.
(b) "Acquiring Person" means any Person or any individual or group of
Affiliates or Associates of such Person who acquires beneficial
ownership, directly or indirectly, of 20 percent or more of the
outstanding stock of the Company if such acquisition occurs in
whole or in part, except that the term "Acquiring Person" shall
not include a Hanson Family Member or an Affiliate or Associate
of a Hanson Family Member.
(c) "Affiliate" means a Person that directly or indirectly through
one or more intermediaries, controls, or is controlled by, or is
under common control with, the person specified.
(d) "Associate" means (1) any corporate, partnership, limited
liability company, entity or organization (other than the Company
or a majority-owned subsidiary of the Company) of which such a
Person is an officer, director, member, or partner or is,
directly, or indirectly the beneficial owner of ten percent (10
percent) or more of the class of equity securities, (2) any trust
or fund in which such person has a substantial beneficial
interest or as to which such person serves as trustee or in a
similar fiduciary capacity, (3) any relative or spouse of such
person, or any relative of such spouse, or (4) any investment
company for which such person or any Affiliate of such person
serves as investment advisor.
(e) "Hanson Family Member" means John K. Hanson and Luise V. Hanson
(and the executors or administrators of their estates), their
lineal descendants (and the executors or administrators of their
estates), the spouses of their lineal descendants (and the
executors or administrators of their estates) and the John K. and
Luise V. Hanson Foundation.
(f) "Company" means Winnebago Industries, Inc., an Iowa corporation.
(g) "Person" means an individual, corporation, limited liability
company, partnership, association, joint stock company, trust,
unincorporated organization or government or political
subdivision thereof.
9. GOVERNING LAW. Except to the extent preempted by federal law, the
consideration and operation of the Plan shall be governed by the laws of
the State of Iowa.
10. EMPLOYMENT RIGHTS. Nothing in this Plan shall confer upon any employee the
right to continue in the employ of the Company, or affect the right of the
Company to terminate an employee's employment at any time, with or without
cause.
Approved by:
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Bruce D. Hertzke Dated
Chairman of the Board, CEO and President
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Frederick M. Zimmerman Dated
Human Resources Committee Chairman