EXHIBIT 10i.
AMENDMENT NO.1
TO
WINNEBAGO INDUSTRIES, INC.
RIGHTS PLAN AGREEMENT
This Amendment No.1 to Winnebago Industries, Inc. Rights Plan Agreement is
dated as of January 13, 2003 (this "Amendment") between Winnebago Industries,
Inc. (the "Company"), an Iowa corporation, and Wells Fargo Bank Minnesota, N.A.
f/k/a Norwest Bank Minnesota, N.A., as Rights Agent (the "Rights Agent"), to the
Winnebago Industries, Inc. Rights Plan Agreement (the "Rights Agreement"), dated
as of May 3, 2000, between the Company and the Rights Agent.
WITNESSETH:
WHEREAS, the Board of Directors of the Company has determined to amend the
Rights Agreement (the terms defined therein and not otherwise defined herein
being used herein as therein defined);
NOW, THEREFORE, in consideration of the premises and the mutual agreement
herein set forth, the parties hereto agree as follows:
SECTION 1. Amendment of Section 1 of Rights Agreement. The definition of
"Acquiring Person" in Section 1 is amended in full to read as
follows:
"Acquiring Person" shall mean any Person who or which, together with
all Affiliates and Associates of such Person, shall be the Beneficial
Owner of 15 % or more of the Common Shares of the Company then
outstanding, but shall not include (i) the Company, (ii) any Subsidiary
(as such term is hereinafter defined) of the Company, (iii) any
employee benefit plan of the Company or any Subsidiary of the Company,
(iv) any Person holding Common Shares for or pursuant to the terms of
any such employee benefit plan, (v) any Hanson Family Member, or (vi)
FMR Corp., its Affiliates and Associates ("FMR"), but only so long as
(A) FMR is the beneficial owner of less than twenty percent (20 %) of
the shares of common stock then outstanding and (B) FMR reports or is
required to report such ownership on Schedule 13G of the Exchange Act
or on Schedule 13D under the Exchange Act (or any comparable or
successor report) which Schedule 13D does not state any present
intention to hold such shares of common stock with the purpose or
effect of changing or influencing the control of the Company.
Notwithstanding the foregoing, no Person shall become an "Acquiring
Person" as the result of (x) an acquisition of Common Shares by the
Company which, by reducing the number of shares outstanding, increases
the proportionate number of shares beneficially owned by such Person to
15 % or more (20% in the case of FMR) of the Common Shares of the
Company then outstanding or (y) the acquisition by such Person of
newly-issued Common Shares directly from the Company (it being
understood that a purchase from an underwriter or other intermediary is
not directly from the Company); PROVIDED HOWEVER, that if a Person
shall become the Beneficial Owner of 15 % or more (20% in the case of
FMR) of the Common Shares of the Company then outstanding by reason of
share purchases by the Company or the receipt of newly-issued Common
Shares directly from the Company and shall, after such share purchases
or direct issuance by the Company, become the Beneficial Owner of any
additional Common Shares of the Company, then such Person shall be
deemed to be an "Acquiring Person"; PROVIDED FURTHER, HOWEVER, that
any transferee from such Person who becomes the Beneficial Owner of 15
% or more (20 % in the case of FMR) of the Common Shares of the Company
then outstanding shall nevertheless be deemed to be an "Acquiring
Person." Notwithstanding the foregoing, if the Board of Directors of
the Company determines in good faith that a Person who would otherwise
be an "Acquiring Person," as defined pursuant to the foregoing
provisions of this paragraph (a), has become such inadvertently, and
such Person divests as promptly as practicable (and in any event within
ten Business Days after notification by the Company) a sufficient
number of Common Shares so that such Person would no longer be an
"Acquiring Person," as defined pursuant to the foregoing provisions of
this paragraph (a), the such Person shall not be deemed to be an
"Acquiring Person" for any purpose of this Agreement.
SECTION 2. Compliance with Rights Agreement. This amendment is an amendment
of the Rights Plan in compliance with Section 27 thereof.
SECTION 3. No other amendments; full effect. Except as expressly amended
hereby, the Rights Agreement shall remain in full force and effect in accordance
with the provisions thereof.
SECTION 4. Counterparts. This amendment may be executed in any number of
counterparts and each of such counterpart shall for all purposes be deemed to be
an original, and all such counterparts shall together constitute but one and the
same instrument.
SECTION 5. Governing Law. This amendment shall be deemed to be a contract
made under the laws of the State of Iowa and for all purposes shall be governed
by and construed in accordance with the laws of such state.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attest it, all as of the day and year first above written.
WINNEBAGO INDUSTRIES, INC.
By
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/s/ Bruce D. Hertzke, Chairman of the Board,
Chief Executive Officer and President
ATTEST:
By
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/s/ Raymond M. Beebe, Vice President-
General Counsel and Secretary
WELLS FARGO BANK MINNESOTA, N.A., as
Rights Agent
By
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/s/ Barbara M. Novak, Vice President
ATTEST:
By
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/s/ Nancy Roseny, Vice President