EXHIBIT 10t.
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WINNEBAGO
INDUSTRIES
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD
2003, 2004 AND 2005
(EFFECTIVE SEPTEMBER 1, 2002)
WINNEBAGO INDUSTRIES, INC.
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD 2003, 2004 AND 2005
1. PURPOSE. The purpose of the Winnebago Industries, Inc. Officers Long-Term
Incentive Plan (the "Plan") is to promote the long-term growth and
profitability of Winnebago Industries, Inc. (the "Company") by providing
its officers with an incentive to achieve long-term corporate profit
objectives and to attract and retain officers by providing such officers
with an equity interest in 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 three (3) year plan period. Each year a
new plan will be established for a new three-year period.
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, for partial
awards due to retirement, disability or death. Unless otherwise
specified, participants must be employed as of the end of the three
(3) year fiscal period to be eligible for any incentive award.
4. NATURE OF THE PLAN. The long-term incentive award is based upon financial
performance of the Corporation as established by the three (3) year
Management Plan. The Plan is a three (3) year (fiscal) program that
provides for an opportunity for an incentive award based on the achievement
of long-term performance results as measured at the end of the three (3)
year fiscal period.
The financial performance measurements for this Plan will be earnings per
share and return on equity of the Company for this period. These financial
performance measurements will provide an appropriate balance between
quality and quantity of earnings. The Company's formal three-year financial
plan will be the basis on which actual performance will be measured. The
beginning of the fiscal year stockholders' equity at the first year of this
period will be used as the base figure for the calculation of return on
equity. Any stock repurchase program, adopted or completed outside of the
three (3) year Management Plan, will not be considered in the earnings per
share and the return on equity calculations.
5. METHOD OF PAYMENT. The long-term incentive award will be a performance
stock grant made in restricted shares of the common stock of Winnebago
Industries, Inc. The amount of the participants' long-term incentive award
for the three (3) year fiscal period shall be in direct proportion to the
financial performance expressed as a percentage (Financial Factor)
against predetermined award targets for each participant. The results for
the fiscal three (3) year period will be used in identifying the Financial
Factor to be used for that plan period when calculating the participant's
long-term incentive awards.
The long-term incentive for the officers provides for an opportunity of 25
percent of the annualized base salary (Target) to be awarded in restricted
stock at 100 percent achievement of the financial long-term objectives of
earnings per share and return on equity. The annualized base salary figure
used shall be the salary in place for each participant as of January 2003.
The stock target opportunity shall be established by dividing the base
salary target by the mean stock price as of the first business day of the
three (3) year fiscal period. The resultant stock unit share opportunity
(at 100 percent of Plan) will be adjusted up or down as determined by
actual financial performance expressed as a percentage (Financial Factor)
at the end of the three (3) year fiscal period.
A participant must be employed by Winnebago Industries, Inc. at the end of
the fiscal three (3) year period to be eligible for any long-term incentive
award except as waived by the President of Winnebago Industries, Inc. for
normal retirement and disability.
6. CHANGE IN CONTROL. In the event the Company undergoes a change in control
during the fiscal three (3) year plan period 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 three
(3) year period. In making such estimate, the Committee may compare the
achievement of the financial performance against the forecast through the
Plan three (3) year period and may consider such other 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 three (3)
year Plan award within 15 days after the Effective date to all
participants.
"Change in Control" for the purposes of the Officers Long-Term Incentive
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.
7. 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.
8. 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