EXHIBIT 10u.
[WINNEBAGO LOGO]
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD
2004, 2005 AND 2006
WINNEBAGO INDUSTRIES, INC.
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD 2004, 2005 AND 2006
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 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 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. 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 financial performance results as measured at
the end of the three (3) year fiscal period.
The financial performance measurements for this Plan will be based upon one
or more pre-established financial criteria. These financial performance
measurements will provide an appropriate balance between quality and
quantity of earnings. The Board establishes the financial measurements
including a Target, a minimum threshold below which an incentive will not
be paid and a maximum incentive level.
5. METHOD OF PAYMENT. 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
participants long-term incentive awards.
The long-term incentive for the officers provides for an opportunity of 25%
of the annualized base salary (Target) to be awarded in cash at 100%
achievement of the financial long-term objectives. The annualized base
salary figure used shall be the salary in place for each participant as of
January 2004. The resultant cash award opportunity (at 100% 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% 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%)
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:
/s/ Bruce D. Hertzke October 15, 2003
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Bruce D. Hertzke Dated
Chairman of the Board, CEO and President
/s/ Frederick M. Zimmerman October 15, 2003
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Frederick M. Zimmerman Dated
Human Resources Committee Chairman