{"id":38185,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1992-nonemployee-director-stock-option-plan-fleetwood.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1992-nonemployee-director-stock-option-plan-fleetwood","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1992-nonemployee-director-stock-option-plan-fleetwood.html","title":{"rendered":"1992 Nonemployee Director Stock Option Plan &#8211; Fleetwood Enterprises Inc."},"content":{"rendered":"<pre>                           FLEETWOOD ENTERPRISES, INC.\n                   1992 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN\n                          (AS AMENDED ON JUNE 12, 2001)\n\nI.   GENERAL PROVISIONS\n\n         1.1 PURPOSES OF THE PLAN. Fleetwood Enterprises, Inc. (the \"Company\")\nhas adopted this 1992 Nonemployee Director Stock Option Plan (the \"Plan\") to\nenable the Company to attract and retain the services of experienced and\nknowledgeable Nonemployee Directors and to align further their interests with\nthose of the stockholders of the Company by providing for or increasing the\nproprietary interests of the Nonemployee Directors in the Company.\n\n         1.2 DEFINITIONS. The following terms, when used in this Plan, shall\nhave the meanings set forth in this Section 1.2:\n\n                  (a) \"Award\" means an award of any Stock Option under the Plan.\n\n                  (b) \"Board\" or \"Board of Directors\" means the Board\n\n                  (c) \"Common Stock\" means the common stock of the Company, par\nvalue $1.00 per share.\n\n                  (d) \"Company\" means Fleetwood Enterprises, Inc., a Delaware\ncorporation, or any successor thereto.\n\n                  (e) \"Fair Market Value\" means the closing sale price of a\nshare of Common Stock on the New York Stock Exchange Composite Transactions on\nthe date of a Stock Option is granted, or if not granted on a trading day, on\nthe immediately preceding trading day.\n\n                  (f) \"Nonemployee Director\" means any member of the Board of\nDirectors who is not an employee of the Company or of any parent or subsidiary\ncorporation (as defined in Section 424 of the Internal Revenue Code of 1986, as\namended) with respect to the Company.\n\n                  (g) \"Participant\" means any Nonemployee Director who receives\nan Award pursuant to the terms of the Plan.\n\n\n\n\n                  (h) \"Plan\" means the Fleetwood Enterprises, Inc. 1992\nNonemployee Director Stock Options Plan as set forth herein, as amended from\ntime to time.\n\n                  (i) \"Stock Option\" means a right to purchase Common Stock\n         which is the subject of an Award under this Plan and the provisions of\n         Article III hereof.\n\n         1.3  COMMON SHARES SUBJECT TO PLAN.\n\n                  (a) Subject to the provisions of Sections 1.3(c) and 4.1, the\nmaximum number of shares of Common Stock which may be issued pursuant to Awards\nunder this Plan shall not exceed 200,000 shares.\n\n                  (b) The shares of Common Stock to be delivered under the Plan\nshall be made available, at the discretion of the Board of Directors, either\nfrom authorized but unissued shares of Common Stock, or from previously issued\nshares of Common Stock reacquired by the Company, including shares purchased in\nthe open market.\n\n                  (c)Shares of Common Stock subject to the unexercised \nportion of any Stock Option granted under this Plan that expires, terminates \nor is canceled, will again become available for grant of further Awards under \nthis Plan.\n\nII. AWARDS OF STOCK OPTIONS\n\n         2.1  AWARD GRANTS\n\n                  (a) Upon the first business day following the effective date\nof this Plan, as determined pursuant to Section 5.2 hereof, and on the first\nbusiness day following any annual meeting of the stockholders of the Company in\neach calendar year thereafter for so long as this Plan remains in effect, each\nNonemployee Director who is then serving as a member of the Board of Directors\nshall automatically be granted an Award consisting of Stock Options covering\n4,000 shares of Common Stock.\n\n                  (b) Each Nonemployee Director who is appointed or elected\nother than at an annual meeting of stockholders of the Company (whether by\nreplacing a director who retires, resigns or otherwise terminates his service as\na director prior to the expiration of his term or otherwise) shall automatically\nbe granted an Award as of the date of such appointment consisting of a number of\nshares of Common Stock determined by multiplying 4,000 by a fraction, the\nnumerator of which is the number of days from the date of grant to the date of\nthe next scheduled annual \n\n\n\nmeeting of stockholders of the Company and the denominator of which is 365\n(exclusive of fractional shares).\n\n         2.2 AWARD PROCEDURES. All Nonemployee Directors shall receive Awards\nunder this Plan, which Awards shall be granted automatically as provided in this\nArticle II. A Nonemployee Director to whom an Award has been made shall be\nnotified of the Award, and the Company shall promptly cause to be prepared and\nexecuted a written agreement evidencing the Stock Options which are the subject\nof such Award.\n\n         2.3 SECURITIES LAW REQUIREMENTS. Shares of Common Stock shall not be\noffered or issued under this Plan unless the offer, issuance and delivery of\nsuch shares shall comply with all applicable provisions of law, domestic or\nforeign, including, without limitation, the Securities Act of 1933, as amended,\nthe California Corporate Securities Law of 1968, as amended, and the\nrequirements of any stock exchange upon which the Common stock may then be\nlisted. As a condition precedent to the issuance of shares of Common Stock\npursuant to an Award, the Company may require the Participant to take any\nreasonable action to comply with such requirements.\n\nIII.     STOCK OPTIONS\n\n         3.1 PURCHASE PRICE. The purchase price of Common Stock issuable upon\nexercise of each Stock Option shall be the Fair Market Value, as of the date of\ngrant of the Stock Option, of the Common Stock subject to such Stock Option.\n\n         3.2 STOCK OPTION TERM. Unless earlier exercised or terminated pursuant\nto the provisions of Section 3.4, each Stock Option shall expire and no longer\nbe exercisable on a date which is ten years after the date of grant.\n\n         3.3 EXERCISE OF STOCK OPTIONS. Options granted shall become exercisable\nimmediately upon issuance. Options shall remain exercisable until the Stock\nOption is exercised or expires as provided in this Article III. At the time of\nthe exercise of a Stock Option, the purchase price shall be paid in full in\ncash, or in shares of Common Stock valued at their Fair Market Value on the\nexercise date. No fractional shares will be issued pursuant to the exercise of a\nStock Option, nor will any cash payment be made in lieu of fractional shares.\n\n         3.4 TERMINATION OF DIRECTOR STATUS. In the event that the holder of\nStock Options ceases to be a director of the Company for any reason\n(\"Termination\"), all Stock Options shall thereafter be exercisable until the\nearlier to occur of three years from the date of Termination or ten years from\nthe date of the grant of such Stock Option.\n\n\n\n         3.5 DIVIDEND EQUIVALENTS. The Company shall pay to holders of Stock\nOptions an amount for each share of Common Stock issuable upon exercise of such\nStock Options a \"Dividend Equivalent\" equal to the cash or other consideration\npaid as a dividend or distribution (other than a dividend or distribution\npayable in Common Stock) by the Company with respect to its outstanding shares\nof Common Stock. Dividend Equivalents shall be paid, with respect to any record\ndate for such dividend or distribution occurring on or after the date of grant\nof any Stock Option to and including the date of exercise or termination of such\nStock Option, in the same manner as provided for holders of Common Stock.\n\n         3.6 RIGHTS WITH RESPECT TO COMMON STOCK. No Participant and no\nbeneficiary or other person claiming under or through such Participant will have\nany right, title or interest in or to any shares of Common Stock subject to any\nStock Option unless and until such Stock Option is dully exercised pursuant to\nthe terms of this Plan.\n\nIV.  ADJUSTMENT PROVISIONS\n\n         4.1 CHANGES IN OUTSTANDING SECURITIES. Subject to Section 4.2 below,\n(i) if the outstanding shares of Common Stock of the Company are increased,\ndecreased or exchanged for a different number or kind of shares or other\nsecurities of the Company, or if additional shares or new or different shares or\nother securities of the Company are distributed in respect of such shares of\nCommon Stock (or any stock or securities received with respect to such Common\nStock), through reorganization, recapitalization, reclassification, stock\ndividend, stock split, reverse stock split, spin-off or other distribution with\nrespect to such shares of Common Stock (or any stock or securities received with\nrespect to such Common Stock), or (ii) if the value of the outstanding shares of\nCommon Stock of the Company is reduced by reason of an extraordinary cash\ndividend, an appropriate and proportionate adjustment may be made in (x) the\nmaximum number and kind of shares provided in Section 1.3, (y) the number and\nkind of shares or other securities subject to then outstanding Stock Options,\nand (z) the purchase or exercise price for each share of Common Stock subject to\nan outstanding Stock Option.\n\n         4.2 TERMINATION EVENTS. Upon the dissolution or liquidation of the\nCompany or upon a reorganization, merger or consolidation of the Company with\none or more corporations, as a result of which the Company goes out of existence\nor becomes a subsidiary of another corporation, or upon a sale of substantially\nall of the property of the Company to another corporation (in each of such cases\na \"Termination Event\"), this Plan shall terminate. Any Stock Option therefore\ngranted under the Plan and not exercised on or prior to the Termination Event\nshall expire and terminate, unless provisions be made in writing in \n\n\n\nconnection with such Termination Event for the assumption of the Stock Option or\nthe substitution for such Stock Option of a new option covering the stock of a\nsuccessor corporation, or a parent or subsidiary thereof or of the Company, with\nappropriate adjustments as to number and kind of shares and prices, in which\nevent such Stock Option shall continue in the manner and under the terms so\nprovided.\n\n         4.3 OTHER ADJUSTMENTS. Adjustments under this Article IV will be made\nby the Board, whose determination as to what adjustments will be made and the\nextent thereof will be final, binding and conclusive. No fractional interests\nwill be issued under the Plan resulting from any such adjustments.\n\nV.   MISCELLANEOUS PROVISIONS\n\n         5.1  AMENDMENT, SUSPENSION, TERMINATION OR INTERPRETATION OF THE PLAN.\n\n         (a) The Board of Directors may at any time amend, suspend, or terminate\nthe Plan; provided, however, that no such action shall:\n\n             (i) increase the maximum number of shares specified in Section \n         1.3(a), unless approved by the stockholders of the Company;\n\n             (ii) alter, terminate or impair in any manner which is materially \n         adverse to a Participant any Award previously granted;\n\n             (iii) change the nondiscretionary manner in which Awards are made \n         under Article II; or\n\n             (iv) change more than once in any six-month period, provisions\n         of the Plan dealing with the amount of any Award, the purchase price of\n         the Common Stock which is the subject of any Award, or the timing of\n         the grant or exercise with respect to Awards.\n\n         (b) Plan Interpretation. Questions of interpretation of any of the\nprovisions of the Plan shall be resolved by competent legal counsel selected by\nthe Chief Executive Officer of the Company.\n\n         5.2 EFFECTIVE DATE AND DURATION OF PLAN. This Plan has been approved by\nthe Board and shall become effective on the date of its approval by the holders\nof a majority of the outstanding shares of Common Stock present in person or by\nproxy and entitled to vote at a meeting of the stockholders of the Company. This\nPlan shall terminate at such time as the Board, in its discretion, shall\ndetermine. No Award may \n\n\n\nbe granted under the Plan after the date of such termination, but such\ntermination shall not affect any Award theretofore granted and any shares of\nCommon stock subject thereto.\n\n         5.3 DIRECTOR STATUS. Nothing in this Plan or in any instrument executed\npursuant hereto shall confer upon any Nonemployee Director any right to continue\nas a member of the Board of Directors of the Company or any subsidiary thereof.\n\n         5.4 NO ENTITLEMENT TO SHARES. No Nonemployee Director (individually or\nas a member of a group), and no beneficiary or other person claiming under or\nthrough such Nonemployee Director, shall have any right, title or interest in or\nto any shares of Common Stock allocated or reserved for the purpose of the Plan\nor subject to any Award except as to such shares of Common Stock, if any, as\nshall have been issued to such Nonemployee Director.\n\n         5.5 WITHHOLDING OF TAXES. The Company may make such provisions as it\ndeems appropriate for the withholding by the Company pursuant to federal or\nstate income tax laws of such amounts as the Company determines it is required\nto withhold in connection with any Award. The Company may require a Participant\nto satisfy any relevant tax requirements before authorizing any issuance of\nCommon Stock to such Participant or payment of any other benefit hereunder to\nsuch Participant. Any such settlement shall be made in the form of cash, a bank\ncashier's check or such other form of consideration as is satisfactory to the\nBoard.\n\n         5.6 TRANSFERABILITY. Awards, any interest therein, and the right to\nreceive the proceeds thereof shall not be transferable by a Participant, other\nthan by will or the laws of descent and distribution. The transfer by a\nParticipant to a trust created by the Participant for the benefit of the\nParticipant or the Participant's family which is revocable at any and all times\nduring the Participant's lifetime by the Participant and as to which the\nParticipant is the sole trustee during his or her lifetime will not be deemed to\nbe a transfer for purposes of the Plan. Under such rules and regulations as the\nCommittee may establish pursuant to the terms of the Plan, a beneficiary may be\ndesignated with respect to an Award in the event of the death of a Participant.\nIf the estate of the Participant is the beneficiary with respect to an Award,\nany rights with respect to such Award may be transferred to the person or\npersons or entity (including a trust) entitled thereto under the will of such\nParticipant or pursuant to the laws of descent and distribution.\n\n         5.7 OTHER PLANS. Nothing in this Plan is intended to be a substitute\nfor, or shall preclude or limit the establishment or continuation of, any other\nplan, practice or arrangement for the payment of compensation or \n\n\n\nbenefits to directors generally, which the Company now has or may hereafter\nlawfully put into effect, including, without limitation, any retirement,\npension, insurance, stock purchase, incentive compensation or bonus plan.\n\n         5.8 SINGULAR, PLURAL; GENDER. Whenever used herein, nouns in the\nsingular shall include the plural, and the masculine pronoun shall include the\nfeminine gender, as the context may require.\n\n         5.9 APPLICABLE LAW. This Plan shall be governed by, interpreted under,\nand construed and enforced in accordance with the internal laws of the State of\nCalifornia.\n\n         5.10 SUCCESSORS AND ASSIGNS. The Plan and any agreement with respect to\nan Award shall be binding upon the successors and assigns of the Company and\nupon each Participant and such Participant's heirs, executors, administrators,\npersonal representatives, permitted assignees and successors in interest.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7546],"corporate_contracts_industries":[9391],"corporate_contracts_types":[9539,9543],"class_list":["post-38185","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-fleetwood-enterprises-inc","corporate_contracts_industries-autos__rvs","corporate_contracts_types-compensation","corporate_contracts_types-compensation__dsp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38185","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38185"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38185"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38185"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38185"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}