EXHIBIT 10l.
WINNEBAGO INDUSTRIES, INC.
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD
2000, 2001 AND 2002
WINNEBAGO INDUSTRIES, INC.
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD 2000, 2001 AND 2002
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 partial year participation for new participants, for
partial awards due to retirement or disability and other related
partial year participation issues necessary to maintain routine and
equitable administration of the Plan.
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
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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 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 at
100% 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 2000. 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% 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 Officer's 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
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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.
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(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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Gerald C. Kitch Dated
Human Resources Committee Chairman
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