EXHIBIT 10v.
[LOGO]
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD
2005, 2006 AND 2007
WINNEBAGO INDUSTRIES, INC.
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD 2005, 2006 AND 2007
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 long-term incentive award will be a performance
stock grant made in restricted shares of the common stock of Winnebago
Industries, Inc. or in cash if elected by the participant. 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 restricted
stock or 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 2005. The resultant stock
unit share opportunity or 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.
Participants shall elect in writing within 45 days following the end of
the three (3) year fiscal period whether to receive the total of any
such long-term incentive award in the form of restricted company stock
or in the form of cash.
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.
11. 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.
12. 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 June 18, 2004
- -------------------------------------------- ------------------
Bruce D. Hertzke Dated
Chairman of the Board, CEO and President
/s/ Frederick M. Zimmerman June 30, 2004
- -------------------------------------------- ------------------
Frederick M. Zimmerman Dated
Human Resources Committee Chairman