{"id":38187,"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-stock-based-incentive-compensation-plan-fleetwoo2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1992-stock-based-incentive-compensation-plan-fleetwoo2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1992-stock-based-incentive-compensation-plan-fleetwoo2.html","title":{"rendered":"1992 Stock-Based Incentive Compensation Plan &#8211; Fleetwood Enterprises Inc."},"content":{"rendered":"<pre>                           FLEETWOOD ENTERPRISES, INC.\n                              AMENDED AND RESTATED\n                  1992 STOCK-BASED INCENTIVE COMPENSATION PLAN\n            (Including All Amendments Adopted Through April 17, 1996)\n\nI.   GENERAL PROVISIONS\n\n     1.1  PURPOSES OF THE PLAN\n\n     Fleetwood Enterprises, Inc. ('Fleetwood') has adopted this 1992 Stock-Based\nIncentive Compensation Plan (the 'Plan') to advance the interests of Fleetwood\nand its stockholders by affording to key management and other Employees of\nFleetwood and its subsidiaries an opportunity to acquire or increase a\nproprietary interest in Fleetwood or to otherwise benefit from the success of\nthe Company through the grant to such Employees of Incentive Awards under the\nterms and conditions set forth herein.  By thus encouraging such Employees to\nbecome owners of Fleetwood's shares and by granting such Employees other\nincentive compensation that is measured by the increased market value of\nFleetwood's shares or another appropriate measure of the success and\nprofitability of the Company, the Company seeks to attract, retain and motivate\nthose highly competent individuals upon whose judgment, initiative, leadership\nand continued efforts the success of the Company in large measure depends.\n\n     1.2  DEFINITIONS.\n\n     As used herein the following terms shall have the meanings set forth below:\n\n     (a)  'Board' means the Board of Directors of Fleetwood.\n\n     (b)  'Cause' means, with respect to the discharge by the Company of any\nParticipant, any conduct on the part of the Participant that constitutes (i) the\nwillful and continued failure to substantially perform Participant's employment\nduties (other than due to physical or mental illness), (ii) the willful engaging\nby Participant in misconduct which is or reasonably could be expected to become\nmaterially injurious to the Company, monetarily or otherwise, (iii) an act or\nacts of dishonesty on the part of the Participant constituting a felony under\napplicable law, or (iv) a willful and material breach of any employment\nagreement, if any, between Participant and the Company.\n\n     (c)  'Change in Control' means the following and shall be deemed to occur\nif any of the following events occur:\n\n          (i)   Any 'person,' as such term is used in Sections 13(d) and 14(d)\n     of the Exchange Act, is or becomes the 'beneficial owner' (as defined in\n     Rule 13d-3 under the Exchange Act), directly or indirectly, of securities\n     of Fleetwood representing 25% or more of the combined voting power of\n     Fleetwood's then outstanding voting securities;\n\n\n\n          (ii)  Individuals who, as of the date hereof, constitute the Board\n     (the 'Incumbent Board'), cease for any reason to constitute at least a\n     majority of the Board, provided that any person becoming a director\n     subsequent to the date hereof whose election, or nomination for election by\n     Fleetwood's stockholders, is approved by a vote of at least a majority of\n     the directors then comprising the Incumbent Board (other than an election\n     or nomination of an individual whose initial assumption of office is in\n     connection with an actual or threatened election contest relating to the\n     election of the directors of Fleetwood, as such terms are used in Rule 14a-\n     11 of Regulation 14A promulgated under the Exchange Act) shall, for the\n     purposes of this Plan, be considered as though such person were a member of\n     the Incumbent Board;\n\n          (iii) The stockholders of Fleetwood approve a merger or consolidated\n     with any other corporation, other than\n\n               (A)  a merger or consolidation which would result in the voting\n          securities of Fleetwood outstanding immediately prior thereto\n          continuing to represent (either by remaining outstanding or by being\n          converted into voting securities of another entity) more than 50% of\n          the combined voting power of the voting securities of Fleetwood or\n          such other entity outstanding immediately after such merger or\n          consolidation, and\n\n               (B)  a merger or consolidation effected to implement a\n          recapitalization of the Company (or similar transaction) in which no\n          person acquires 50% or more of the combined voting power of\n          Fleetwood's then outstanding voting securities; or\n\n          (iv) The stockholders of Fleetwood approve a plan of complete\n     liquidation of the Company or an agreement for the sale or other\n     disposition by the Company of all or substantially all of the Company's\n     assets.\n\nNotwithstanding the preceding provisions of this Section 1.2(d), a Change in\nControl shall not be deemed to have occurred (1) if the 'person' described in\nthe preceding provisions of this Paragraph is an underwriter or underwriting\nsyndicate that has acquired the ownership of 50% or more of the combined voting\npower of Fleetwood's then outstanding voting securities solely in connection\nwith a public offering of Fleetwood's securities; (2) if the 'person' described\nin the preceding provisions of this Paragraph is an employee stock ownership\nplan or other employee benefit plan maintained by the Company that is qualified\nunder the provisions of the Employee Retirement Income Security Act of 1974, as\namended; or (3)  if the person described in clause (i) of the preceding\nprovisions of this Paragraph would not otherwise be a beneficial owner of 25% or\nmore of the combined voting power of Fleetwood's then outstanding voting\nsecurities but for a reduction in the number of outstanding voting securities\nresulting from a stock repurchase program or other similar plan of the Company\nor from a self tender offer of the Company, which plan or tender offer commenced\non or after the date hereof, provided, however, that the term 'person' shall\ninclude such person from and after the first date upon which (A) such person,\nsince the date of the commencement of such plan or tender offer, shall have\nacquired beneficial ownership of, in the aggregate, a number of voting\nsecurities of the Company equal to 1% or\n\n\n                                        2\n\n\n\nmore of the voting securities of the Company then outstanding and (B) such\nperson, together with all affiliates and associates of such person, shall\nbeneficially own 25% or more the voting securities of the Company then\noutstanding.\n\n     (d)  'Code' means the Internal Revenue Code of 1986, as amended.  Where the\ncontext so requires, a reference to a particular Code section shall also refer\nto any successor provision of the Code to such section.\n\n     (e)  'Committee' means the committee appointed by the Board to administer\nthe Plan.\n\n     (f)  'Common Stock' means the common stock of Fleetwood, par value $1.00\nper share.\n\n     (g)  'Company' means Fleetwood and any present or future parent or\nsubsidiary corporations (as defined in Section 424 of the Code of 1986, as\namended) with respect to Fleetwood, any other entity designated by the Board, or\nany successors to such corporations or entities.\n\n     (h)  'Employee' means any regular employee of the Company.\n\n     (i)  'Exchange Act' means the Securities Exchange Act of 1934, as amended.\nWhere the context so requires, a reference to a particular section of the\nExchange Act shall also refer to any successor provision to such section.\n\n     (j)  'Fair Market Value' means the fair market value of a share of Common\nStock as determined by the Committee on the basis of such factors as it may deem\nappropriate.\n\n     (k)  'Fleetwood' means Fleetwood Enterprises, Inc., a Delaware corporation,\nor any successor thereto.\n\n     (l)  'Incentive Award' means any Stock Option, Stock Appreciation Right,\nStock Payment, Performance Award or other award granted or sold under the Plan.\n\n     (m)  'Incentive Stock Option' means an incentive stock option, as defined\nunder Section 422 of the Code and the regulations thereunder.\n\n     (n)  'Nonqualified Stock Option' means a stock option other than an\nIncentive Stock Option.  An Option that otherwise meets the requirements under\nCode Section 422 for qualification as an incentive stock option shall\nnevertheless be treated as a Nonqualified Stock Option if the Committee so\nspecifies in the Incentive Award pursuant to which such Option is granted.\n\n     (o)  'Option or 'Stock Option' means a right to purchase Common Stock and\nrefers to both Incentive Stock Options and Nonqualified Stock Options, subject\nto an Incentive Award under this Plan and the provisions of Article III hereof.\n\n\n                                        3\n\n\n\n     (p)  'Participant' means any Employee selected by the Committee to receive\nan Incentive Award pursuant to this Plan.\n\n     (q)  'Payment Event' means the event or events giving rise to the right to\npayment of a Performance Award.\n\n     (r)  'Performance Award' means an award, payable in cash, Common Stock or a\ncombination thereof, which is the subject of an Incentive Award under this Plan\nand the provisions of Article IV hereof.\n\n     (s)  'Performance-Based Compensation' means performance-based compensation\nas described in Section 162(m) of the Code and the regulations thereunder.  If\nthe amount of compensation an Employee will receive under any Incentive Award is\nnot based solely on an increase in the value of Common Stock after the date of\ngrant or award, the Committee, in order to qualify an Incentive Award as\nperformance-based compensation under Section 162(m) of the Code and the\nregulations thereunder, can condition the grant, award, vesting, or\nexercisability of such an award on the attainment of a preestablished, objective\nperformance goal.  For this purpose, a preestablished, objective performance\ngoal may include one or more of the following performance criteria: (i) cash\nflow, (ii) earnings per share (including earnings before interest, taxes, and\namortization), (iii) return on equity, (iv) total stockholder return, (v) return\non capital, (vi) return on assets or net assets, (vii) income or net income,\n(viii) operating margin, (ix) return on operating revenue, and (x) any other\nsimilar performance criteria contemplated by the regulations under Section\n162(m).\n\n     (t)  'Plan' means the Fleetwood Enterprises, Inc. 1992 Stock-Based\nIncentive Compensation Plan as set forth herein, as amended from time to time.\n\n     (u)  'Purchase Price' means the purchase price (if any) to be paid by a\nParticipant for Restricted Stock as determined by the Committee.\n\n     (v)  'Restricted Stock' means Common Stock which is the subject of an\nIncentive Award under this Plan and the provisions of Article V hereof.\n\n     (w)  'Securities Act' means the Securities Act of 1933, as amended.\n\n     (x)  'Stock Appreciation Right' or 'Right' means a right granted pursuant\nto Article V of the Plan to receive a number of shares of Common Stock or, in\nthe discretion of the Committee, an amount of cash or a combination of shares\nand cash, based on the increase in the Fair Market Value of the shares subject\nto the right during such period as is specified by the Committee.\n\n     (y)  'Stock Payment' means a payment in shares of the Company's Common\nStock to replace all or any portion of the compensation (other than base salary)\nthat would otherwise become payable to any Employee of the Company, as provided\nin Article VI.\n\n\n                                        4\n\n\n\n     1.3  SHARES OF COMMON STOCK SUBJECT TO THE PLAN\n\n     (a)  Subject to the provisions of Section 1.3(c) and Section 8.1 of the\nPlan, the aggregate number of shares of Common Stock that may be issued (or\nallocated in the case of Stock Appreciation Rights which have been exercised)\npursuant to Incentive Awards under this Plan shall not exceed 4,900,000 shares,\nwhich amount gives effect to a two-for-one split of the Common Stock effected in\nthe fourth quarter of the Company's fiscal 1993 and the addition of 2,000,000\npost-split Shares effective April 17, 1996.\n\n     (b)  The Common Stock to be issued under this Plan will be made available,\nat the discretion of the Board or the Committee, either from authorized but\nunissued shares of Common Stock or from previously issued shares of Common Stock\nreacquired by the Company, including shares purchased on the open market.\n\n     (c)  Shares of Common Stock subject to unexercised portions of any Option\nor Right granted under this Plan that expires, terminates or is canceled (other\nthan an Option or Right which expires because it was in tandem with an Option or\nRight which was exercised), will again become available for the grant of further\nIncentive Awards under this Plan.\n\n     (d)  Notwithstanding any other provision of this Plan, no Employee shall be\ngranted Incentive Awards with respect to more than 100,000 shares of Common\nStock in any one calendar year; provided, however, that this limitation shall\nnot apply if it is not required in order for the compensation attributable to\nIncentive Awards hereunder to qualify as Performance-Based Compensation.  The\nlimitation set forth in this Section 1.3(d) shall be subject to adjustment as\nprovided in Section 7.1, but only to the extent such adjustment would not affect\nthe status of compensation attributable to Incentive Awards hereunder as\nPerformance-Based Compensation.\n\n     1.4  ADMINISTRATION OF THE PLAN\n\n     (a)  The Plan will be administered by the Committee, which will consist of\ntwo or more members of the Board appointed by the Board who, during the one-year\nperiod prior to service on the Committee and while serving on the Committee, are\nnot granted or awarded equity securities of Fleetwood pursuant to the Plan or\nany other plan of the Company or any of its affiliates, except as permitted by\nRule 16b-3(c)(2) promulgated under the Exchange Act (or any other comparable\nprovisions at the time or times in question).  In addition, if Incentive Awards\nare to be made to persons subject to Section 162(m) of the Code and such awards\nare intended to constitute Performance-Based Compensation, then each of the\nCommittee's members shall also be an 'outside director,' as such term is defined\nin the regulations under Section 162(m) of the Code.  Notwithstanding anything\ncontained herein, no person shall be disqualified from being a member of the\nCommittee merely because such person is entitled to receive grants or awards\npursuant to the Fleetwood Enterprises, Inc. 1992 Nonemployee Director Stock\nPlan.\n\n     (b)  The Committee has and may exercise such powers and authority of the\nBoard as may be necessary or appropriate for the Committee to carry out its\nfunctions as described in the Plan.  The Committee has authority in its\ndiscretion to select the eligible Employees to whom, and the time or times at\nwhich, Incentive Awards shall be granted or sold, the nature of each Incentive\n\n\n                                        5\n\n\n\nAward, the number of shares of Common Stock or the number of rights that make up\neach Incentive Award, the period for the exercise of each Incentive Award, the\nperformance criteria (which need not be identical) utilized to measure the value\nof Performance Awards and such other terms and conditions applicable to each\nindividual Incentive Award as the Committee shall determine.  The Committee may\ngrant at any time new Incentive Awards to a Participant who has previously\nreceived Incentive Awards or other grants (including other stock options)\nwhether such prior Incentive Awards or such other grants are still outstanding,\nhave previously been exercised in whole or in part, or are canceled in\nconnection with the issuance of new Incentive Awards; provided, however, that\nthe Committee shall not have the authority to amend outstanding Incentive Awards\nor to cancel outstanding Incentive Awards and grant new Incentive Awards in\nsubstitution thereof if the purpose of such action is to reprice outstanding\nIncentive Awards.  The Committee may grant Incentive Awards singly or in\ncombination or in tandem with other Incentive Awards as it determines in its\ndiscretion.  The purchase price or initial value and any and all other terms and\nconditions of the Incentive Awards may be established by the Committee without\nregard to existing Incentive Awards or other grants.  Further, the Committee\nmay, with the consent of a Participant, amend in a manner consistent with the\nPlan the terms of any existing Incentive Award previously granted to such\nParticipant or acquire from a Participant for a payment of cash, Common Stock or\nother consideration any existing Incentive Award.\n\n     (c)  Subject to the express provisions of the Plan, the Committee has the\nauthority to interpret the Plan, to determine the terms and conditions of\nIncentive Awards and to make all other determinations necessary or advisable for\nthe administration of the Plan.  The Committee has authority to prescribe, amend\nand rescind rules and regulations relating to the Plan.  All interpretations,\ndeterminations and actions by the Committee shall be final, conclusive and\nbinding upon all parties.  Any action of the Committee with respect to the\nadministration of the Plan shall be taken pursuant to a majority vote or by the\nunanimous written consent of its members.\n\n     (d)  No member of the Board or the Committee will be liable for any action\nor determination made in good faith by the Board or the Committee with respect\nto the Plan or any transaction arising under the Plan.\n\n     1.5  PARTICIPATION\n\n     (a)  All Employees, as determined by the Committee, are eligible to receive\nIncentive Awards under the Plan.  In no event may any member of the Board who is\nnot an Employee be granted an Incentive Award under the Plan.\n\n     (b)  At the time of the grant of each Incentive Award pursuant to this\nPlan, the Committee shall deliver, or cause to be delivered, to the Participant\nto whom the Incentive Award is granted a written statement evidencing the\nIncentive Award and setting forth such terms and conditions applicable to the\nIncentive Award as the Committee may in its discretion determine consistent with\nthe Plan.\n\n\n                                        6\n\n\n\nII.  DIVIDEND EQUIVALENTS\n\n     (a)  In the Committee's discretion, a Participant may, as set forth in\nsubparagraph (b) below, be entitled to receive, at no additional cost, an amount\nfor each share of Common Stock upon which an Incentive Award is based, a\n'Dividend Equivalent' equal to the cash or other consideration paid as a\ndividend or distribution (other than a dividend or distribution payable in\nCommon Stock) by the Company with respect to its outstanding shares of Common\nStock, provided that with respect to Options and Rights granted in tandem, the\nDividend Equivalent will be payable with respect to either the Right or the\nOption, but not both.  If awarded by the Committee, Dividend Equivalents shall\nbe paid, with respect to record dates during the period on or after the date an\nIncentive Award is granted to and including the date such Incentive Award is\nexercised or terminated, or such other period as is determined by the Committee\nand specified in the instrument that evidences the grant of the Incentive Award.\nSuch Dividend Equivalents shall be converted to additional shares of Common\nStock or cash by such formula as may be determined by the Committee.\n\n     (b)  The Committee, in its discretion, shall determine from time to time\nwhether  any Participant shall be entitled to Dividend Equivalents with respect\nto any other Incentive Award.  The Committee shall not be obligated to award\nDividend Equivalents, and may elect to grant Dividend Equivalents to some\nParticipants and not to other Participants.\n\n     (c)  Dividend Equivalents shall be computed as of each record date for\nCommon Stock dividends or distributions in such manner as may be determined by\nthe Committee and shall be payable to Participants who have been granted\nDividend Equivalents at such time or times as the Committee in its discretion\nmay determine.  Dividend Equivalents payable to holders of Incentive Awards may\nbe deferred and paid at a later date as and to the extent provided in the\nFleetwood Enterprises, Inc. Deferred Compensation Plan, as amended or restated\nfrom time to time.\n\nIII. OPTIONS\n\n     3.1  GRANT OF OPTIONS; OPTION PRICE\n\n     (a)  The Committee may grant Options under the Plan from time to time to\nEmployees.\n\n     (b)  The purchase price of Common Stock under each Option (the 'Option\nExercise Price') will be determined by the Committee at the date such Option is\ngranted.  The Option Exercise Price may be equal to, greater than or less than\nFair Market Value on the date of grant of the Common Stock subject to the\nOption; provided, however, that (i) in no event shall the Option Exercise Price\nbe less than eighty-five percent (85%) of Fair Market Value of the Company Stock\nsubject to the Option on the date of grant nor less than the par value of the\nshares of Common Stock subject to the Option; and (ii) that in the case of an\nIncentive Stock Option the Option Exercise Price shall be not less than the Fair\nMarket Value on the date of grant of the Common Stock subject to such Option or\nsuch other amount as is necessary to enable such Option to be treated as an\n'incentive stock option' within the meaning of Code Section 422.\n\n\n                                        7\n\n\n\n     3.2  OPTION PERIOD\n\n     Options may be exercised as determined by the Committee, but, in the case\nof an Incentive Stock Option, in no event after ten years from the date of grant\nof such Option or such other period as is necessary to enable such Option to be\ntreated as an 'incentive stock option' within the meaning of Code Section 422.\nOptions granted to persons who are subject to the provisions of Section 16 of\nthe Exchange Act shall not be exercisable prior to the expiration of six (6)\nmonths from the date of the grant of such Option.\n\n     3.3  EXERCISE OF OPTIONS\n\n     At the time of the exercise of an Option, the purchase price shall be paid\nin full in cash or other equivalent consideration acceptable to the Committee\nand consistent with the Plan's purpose and applicable law, including without\nlimitation, Common Stock or Restricted Stock or other contingent awards\ndenominated in either stock or cash.  Any shares of Company Stock assigned and\ndelivered to the Company in payment or partial payment of the purchase price\nwill be valued at their Fair Market Value on the exercise date.  No fractional\nshares will be issued pursuant to the exercise of an Option nor will any cash\npayment be made in lieu of fractional shares.  In the case of an Incentive Stock\nOption, only the Participant to whom such Option is granted may exercise such\nOption during the lifetime of such Participant, provided, however, in the event,\nthat such Participant becomes incompetent to exercise such Option, then such\nParticipant's legal representative may exercise such Option on his behalf.\n\n     3.4  LIMITATION ON EXERCISE OF INCENTIVE STOCK OPTIONS\n\n     The aggregate Fair Market Value (determined at the time the Option is\ngranted) with respect to which Incentive Stock Options are exercisable for the\nfirst time by any Employee during any calendar year (under all stock option\nplans of the Company) shall not exceed $100,000 or such other limit as is\nprescribed by the Code. Any Options granted as Incentive Stock Options pursuant\nto the Plan in excess of such limitation shall be treated as Nonqualified Stock\nOptions.\n\n     3.5  TERMINATION OF EMPLOYMENT\n\n     (a)  Except as otherwise provided in a written agreement between the\nCompany and the Participant, in the event of the termination of a Participant's\nemployment with the Company for Cause, all of the Participant's unexercised\nOptions and\/or Rights shall expire as of the date of such termination.\n\n     (b)  Except as otherwise provided in a written agreement between the\nCompany and the Participant, in the event of a Participant's termination of\nemployment for:\n\n          (i)   Any reason other than for Cause, death, disability, or normal\n     retirement (as defined in the Company's retirement plan which covers the\n     Participant), the Participant's Options and\/or Rights shall expire and\n     become unexercisable as of the earlier of (A) the date such Options and\/or\n     Rights expire in accordance with their terms or (B) three calendar months\n     after the date of termination.\n\n\n                                        8\n\n\n\n          (ii)  Death or disability, subject to the provisions of Section 3.5(c)\n     below, the Participant (or such Participant's legal representative) shall\n     have twelve (12) months after the date of termination within which to\n     exercise Options and\/or Rights that have become exercisable on or before\n     such date and that have not expired on or before such date, regardless of\n     the date upon which such Options or Rights would otherwise expire in\n     accordance with their terms.\n\n          (iii) Normal retirement, subject to the provisions of Section 3.5(c)\n     below, the Participant's Options and\/or Rights shall expire and become\n     unexercisable as of the earlier of (A) the date such Options and\/or Rights\n     expire in accordance with their terms or (B) three (3) years after the date\n     of termination.\n\n     (c)  Notwithstanding anything to the contrary in Sections 3.5(a) or 3.5(b),\nabove, the Committee may in its discretion designate such shorter or longer\nperiods to exercise Options and\/or Rights following a Participant's termination\nof employment; provided, however, that any shorter periods determined by the\nCommittee shall be effective only if provided for in the instrument that\nevidences the grant to the Participant of such Options and\/or Rights or if such\nshorter period is agreed to in writing by the Participant.  In the case of an\nIncentive Stock Option, notwithstanding anything to the contrary herein, in no\nevent shall such Option be exercisable after the expiration of ten years from\nthe date such Option is granted (or such other period as is provided in Code\nSection 422), nor shall such Option be the subject of any term or provision\nwhich would disqualify such Option from being an incentive stock option under\nCode Section 422.  Notwithstanding anything to the contrary herein, Options\nand\/or Rights shall be exercisable by a Participant (or his successor in\ninterest) following such Participant's termination of employment only to the\nextent that installments thereof had become exercisable on or prior to the date\nof such termination; provided, however, that the Committee, in its discretion,\nmay elect to accelerate the vesting of all or any portion of any Options and\/or\nRights that had not become exercisable on or prior to the date of such\ntermination.\n\nIV.  PERFORMANCE AWARDS\n\n     4.1  GRANT OF PERFORMANCE AWARDS\n\n     The Committee may authorize the payment of Performance Awards under the\nPlan.  The Committee shall determine the performance criteria (which need not be\nidentical) to be utilized to calculate the value of the Performance Awards, the\nterm of such Performance Awards, the Payment Event, and the form and time of\npayment of Performance Awards.  The specific terms and conditions of each\nPerformance Award shall be set forth in a written statement evidencing the grant\nof such Performance Award.\n\n     4.2  PAYMENT OF AWARD; LIMITATION\n\n     Upon the occurrence of a Payment Event, payment of a Performance Award will\nbe made to the Participant in cash or in shares of Common Stock valued at Fair\nMarket Value on the date of the Payment Event or a combination of Common Stock\nand cash, as the Committee in its discretion may determine.  The Committee may\nimpose a limitation on the amount payable upon\n\n\n                                        9\n\n\n\nthe occurrence of a Payment Event, which limitation shall be set forth in the\nwritten statement evidencing the grant of the Performance Award.\nNotwithstanding any other provision of this Plan, as to any Performance Awards\nnot subject to the annual share limitation of Section 1.3(d), no Employee shall\nbe granted Performance Awards of more than $500,000 in any one calendar year;\nprovided, however, that this limitation shall not apply if it is not required in\norder for the compensation attributable to Performance Award hereunder to\nqualify as Performance-Based Compensation.\n\n     4.3  EXPIRATION OF PERFORMANCE AWARD\n\n     If any Participant's employment with the Company is terminated for any\nreason, all of the Participant's rights under the Performance Award shall expire\nand terminate unless otherwise determined by the Committee.\n\nV.   STOCK APPRECIATION RIGHTS\n\n     5.1  GRANTING OF STOCK APPRECIATION RIGHTS\n\n     The Committee may grant to Employees Stock Appreciation Rights, related or\nunrelated to Options, at any time.\n\n     (a)  A Stock Appreciation Right granted in connection with an Option\ngranted under this Plan will entitle the holder of the related Option, upon\nexercise of the Stock Appreciation Right, to surrender such Option, or any\nportion thereof to the extent unexercised, with respect to the number of shares\nas to which such Stock Appreciation Right is exercised, and to receive payment\nof an amount computed pursuant to Section 5.1(c).  Such Option will, to the\nextent surrendered, then cease to be exercisable.\n\n     (b)  Subject to Section 5.1(g), a Stock Appreciation Right granted in\nconnection with an Option hereunder will be exercisable at such time or times,\nand only to the extent that, the related Option is exercisable, and will not be\ntransferable except to the extent that such related Option may be transferable.\nA Stock Appreciation Right shall be canceled to the extent a related Option is\nexercised.\n\n     (c)  Upon the exercise of a Stock Appreciation Right related to an Option,\nthe Holder will be entitled to receive payment of an amount determined by\nmultiplying:  (i) the difference obtained by subtracting the Option Exercise\nPrice of a share of Common Stock specified in the related Option from the Fair\nMarket Value of a share of Common Stock on the date of exercise of such Stock\nAppreciation Right (or as of such other date or as of the occurrence of such\nevent as may have been specified in the instrument evidencing the grant of the\nStock Appreciation Right), by (ii) the number of shares as to which such Stock\nAppreciation Right is exercised.\n\n     (d)  The Committee may grant Stock Appreciation Rights unrelated to Options\nto Employees.  Section 5.1(c) shall be used to determine the amount payable at\nexercise under such Stock Appreciation Right, except that in lieu of the Option\nExercise Price specified in the related Option the initial base amount specified\nin the Incentive Award shall be used; provided, however,\n\n\n                                       10\n\n\n\nthat in no event shall the initial base amount be less than eighty-five percent\n(85%) of the Fair Market Value of the Common Stock on the date of grant.\n\n     (e)  Notwithstanding the foregoing, the Committee, in its discretion, may\nplace a dollar limitation on the maximum amount that will be payable upon the\nexercise of a Stock Appreciation Right under the Plan.\n\n     (f)  Payment of the amount determined under the foregoing provisions of\nthis Section 5.1 may be made solely in whole shares of Common Stock valued at\ntheir Fair Market Value on the date of exercise of the Stock Appreciation Right\nor, alternatively, at the sole discretion of the Committee, in cash or in a\ncombination of cash and shares of Common Stock as the Committee deems advisable.\nThe Committee is hereby vested with full discretion to determine the form in\nwhich payment of a Stock Appreciation Right will be made and to consent to or\ndisapprove the election of a Participant to receive cash in full or partial\nsettlement of a Stock Appreciation Right.  If the Committee decides to make full\npayment in shares of Common Stock, and the amount payable results in a\nfractional share, payment for the fractional share will be made in cash.\n\n     (g)  The Committee may, at the time a Stock Appreciation Right is granted,\nimpose such conditions on the exercise of the Stock Appreciation Right as may be\nrequired to satisfy the requirements of Rule 16b-3 under the Exchange Act (or\nany other comparable provisions in effect at the time or times in question).\n\n     5.2  TERMINATION OF EMPLOYMENT\n\n     Section 3.5 will govern the treatment of Stock Appreciation Rights upon the\ntermination of a Participant's employment with the Company.\n\nVI.  STOCK PAYMENTS\n\n     The Committee may approve Stock Payments of the Company's Common Stock to\nany Employee of the Company for all or any portion of the Employee's\ncompensation (other than base salary).  For purposes of making Stock Payments,\nthe Common Stock shall be valued by the Committee; provided, however, that such\nvalue shall not be less than eighty-five percent (85%) of the Fair Market Value\nof the Common Stock on the date of payment.\n\nVII. OTHER PROVISIONS\n\n     7.1  ADJUSTMENT PROVISIONS\n\n     (a)  Subject to Section 7.1(b) below, (i) if the outstanding shares of\nCommon Stock of Fleetwood are increased, decreased or exchanged for a different\nnumber or kind of shares or other securities of Fleetwood, or if additional\nshares or new or different shares or other securities of Fleetwood are\ndistributed in respect of such shares of Common Stock (or any stock or\nsecurities received with respect to such Common Stock), through reorganization,\nrecapitalization, reclassification, stock dividend, stock split, reverse stock\nsplit, spin-off or other distribution with respect to such shares of Common\nStock (or any stock or securities received with respect to such\n\n\n\n                                       11\n\n\n\nCommon Stock), or (ii) if the value of the outstanding shares of Common Stock of\nFleetwood is reduced by reason of an extraordinary cash dividend, an appropriate\nand proportionate adjustment may be made in (x) the maximum number and kind of\nshares provided in Section 1.3, (y) the number and kind of shares or other\nsecurities subject to then outstanding Incentive Awards, and (z) the price for\neach share or other unit of any other securities subject to then outstanding\nIncentive Awards.\n\n     (b)  In addition to the adjustments permitted by Section 7.1(a) above,\nexcept as otherwise expressly provided in the statement evidencing the grant of\nan Incentive Award, upon the occurrence of a Change in Control of Fleetwood any\noutstanding Incentive Awards not theretofore exercisable, payable or free from\nrestrictions, as the case may be, shall immediately become exercisable, payable\nor free from restrictions (other than restrictions required by applicable law or\nany national securities exchange upon which any securities of Fleetwood are then\nlisted), as the case may be, in their entirety and any shares of Common Stock\nacquired pursuant to an Incentive Award which are not fully vested shall\nimmediately become fully vested, notwithstanding any of the other provisions of\nthe Plan.\n\n     (c)  Upon the dissolution or liquidation of Fleetwood or upon a\nreorganization, merger or consolidation of Fleetwood with one or more\ncorporations, as a result of which Fleetwood goes out of existence or becomes a\nsubsidiary of another corporation, or upon a sale of substantially all of the\nproperty of Fleetwood to another corporation (in each of such cases a\n'Termination Event'), this Plan shall terminate.  Any Option theretofore granted\nunder the Plan and not exercised on or prior to the Termination Event shall\nexpire and terminate, unless provision be made in writing in connection with\nsuch Termination Event for the assumption of the Option or the substitution for\nsuch Option of a new option covering the stock of a successor employer\ncorporation, 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 Option shall continue in the manner and under the terms so provided.\n\n     (d)  Adjustments under this Section 7.1 will be made by the Committee,\nwhose determination as to what adjustments will be made and the extent thereof\nwill be final, binding and conclusive.  No fractional interests will be issued\nunder the Plan resulting from any such adjustments.\n\n     7.2  TRANSFERABILITY OF INCENTIVE AWARDS\n\n     Incentive Awards, any interest therein, and the right to receive the\nproceeds thereof shall not be transferable by a Participant, other than by will\nor the laws of descent and distribution.  The transfer by a Participant to a\ntrust created by the Participant for the benefit of the Participant or the\nParticipant's family which is revocable at any and all times during the\nParticipant's lifetime by the Participant and as to which the Participant is the\nsole acting Trustee during his or her lifetime, will not be deemed to be a\ntransfer 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 Incentive Award in the event of the death of a\nParticipant.  If the estate of the Participant is the beneficiary with respect\nto an Incentive Award, any rights with respect to such Incentive Award may be\ntransferred to the person or persons or entity (including a trust) entitled\n\n\n                                       12\n\n\n\nthereto under the will of such Participant or pursuant to the laws of descent\nand distribution.  The Committee shall by such rules and regulations as are\nestablished from time to time prescribe the manner in which and the terms and\nconditions of the transfer of Incentive Awards pursuant to qualified domestic\nrelations orders.\n\n     7.3  CONTINUATION OF EMPLOYMENT\n\n     (a)  Nothing in the Plan or in any statement evidencing the grant of an\nIncentive Award pursuant to the Plan shall be construed to create or imply any\ncontract of employment between any Participant and the Company, to confer upon\nany Participant any right to continue in the employ of the Company, or to confer\nupon the Company any right to require any Participant's continued employment.\nExcept as expressly provided in the Plan or in any statement evidencing the\ngrant of an Incentive Award pursuant to the Plan, the Company shall have the\nright to deal with each Participant in the same manner as if the Plan and any\nsuch statement evidencing the grant of an Incentive Award pursuant to the Plan\ndid not exist, including, without limitation, with respect to all matters\nrelated to the hiring, discharge, compensation and conditions of the employment\nof the Participant.  Unless otherwise expressly set forth in a separate\nemployment agreement between the Company and such Participant, the Company or\nthe Participant may terminate the employment of any Participant with the Company\nat any time for any reason, with or without cause.\n\n     (b)  Any question(s) as to whether and when there has been a termination of\na Participant's employment, the reason (if any) for such termination, and\/or the\nconsequences thereof under the terms of the Plan or any statement evidencing the\ngrant of an Incentive Award pursuant to the Plan shall be determined by the\nCommittee, and the Committee's determination thereof shall be final and binding.\n\n     7.4  COMPLIANCE WITH GOVERNMENT REGULATIONS\n\n     No shares of Common Stock will be issued pursuant to an Incentive Award\nunless and until all applicable requirements imposed by federal and state\nsecurities and other laws, rules and regulations and by any regulatory agencies\nhaving jurisdiction and by any stock exchanges upon which the Common Stock may\nbe listed have been fully met.  As a condition precedent to the issuance of\nshares of Common Stock pursuant to an Incentive Award, the Company may require\nthe Participant to take any reasonable action to comply with such requirements.\n\n     7.5  ADDITIONAL CONDITIONS\n\n     The award of any benefit under this Plan also may be subject to such other\nprovisions (whether or not applicable to the benefit award to any other\nParticipant) as the Committee determines appropriate including, without\nlimitation, provisions to assist the Participant in financing the purchase of\nCommon Stock through the exercise of Stock Options, provisions for the\nforfeiture of or restrictions on resale or other disposition of shares of Common\nStock acquired under any form of benefit, provisions giving the Company the\nright to repurchase shares of Common Stock acquired under any form of benefit in\nthe event the Participant elects to dispose of such shares, and provisions to\ncomply with federal and state securities laws.  The Company may\n\n\n                                       13\n\n\n\nmake such provisions as it deems appropriate for the withholding by the Company\npursuant to federal or state income tax laws of such amounts as the Company\ndetermines it is required to withhold in connection with any Incentive Award.\nThe Company may require a Participant to satisfy any relevant tax requirements\nbefore authorizing any issuance of Common Stock to such Participant or payment\nof any other benefit hereunder to such Participant.  Any such settlement shall\nbe made in the form of cash, a certified or bank cashier's check or such other\nform of consideration as is satisfactory to the Board.\n\n     7.6  PRIVILEGES OF STOCK OWNERSHIP\n\n     No Participant and no beneficiary or other person claiming under or through\nsuch Participant will have any right, title or interest in or to any shares of\nCommon Stock allocated or reserved under the Plan or subject to any Incentive\nAward, except as to such shares of Common Stock, if any, that have been issued\nto such Participant in accordance with the terms and conditions of the\napplicable Incentive Award.\n\n     7.7  AMENDMENT AND TERMINATION OF PLAN: AMENDMENT OF INCENTIVE AWARDS\n\n     (a)  The Board may alter, amend, suspend or terminate the Plan at any time.\nNo such action of the Board, unless taken with the approval of the stockholders\nof the Company, may increase the maximum number of shares that may be sold or\nissued under the Plan or alter the class of Employees eligible to participate in\nthe Plan.  With respect to any other amendments of the Plan, the Board may in\nits discretion determine that such amendments shall only become effective upon\napproval by the stockholders of the Company, if the Board determines that such\nstockholder approval may be advisable, such as for the purpose of obtaining or\nretaining any statutory or regulatory benefits under federal or state securities\nlaw, federal or state tax law or any other laws or for the purposes of\nsatisfying applicable stock exchange listing requirements.\n\n     (b)  The Committee may, with the consent of a Participant, make such\nmodifications in the terms and conditions of an Incentive Award as it deems\nadvisable.  Without limiting the generality of the foregoing, the Committee may,\nwith the consent of the Participant, from time to time adjust or reduce the\npurchase price of Options held by such Participant by cancellation of such\nOptions and granting of Options to purchase the same or a lesser number of\nshares at lower purchase prices or by modification, extension or renewal of such\nOptions.\n\n     (c)  Except as otherwise provided in this Plan or in the statement\nevidencing the grant of the Incentive Award, no amendment, suspension or\ntermination of the Plan will, without the consent of the Participant, alter,\nterminate, impair or adversely affect any right or obligation under any\nIncentive Award previously granted under the Plan.\n\n     7.8  UNFUNDED STATUS OF PLAN\n\n     The Plan is intended to constitute an 'unfunded' plan for incentive and\ndeferred compensation.  With respect to any payments not yet made to a\nParticipant by the Company, nothing contained herein shall give any such\nParticipant any rights that are greater than those of a general creditor of the\nCompany.  In its sole discretion, the Committee may authorize the creation\n\n\n                                       14\n\n\n\nof trusts or other arrangements to meet the obligations created under the Plan\nto deliver Common Stock or payments in lieu of or with respect to Incentive\nAwards hereunder, provided, however, that unless the Committee otherwise\ndetermines with the consent of the affected Participant, the existence of such\ntrusts or other arrangements is consistent with the 'unfunded' status of the\nPlan.\n\n     7.9  OTHER COMPENSATION PLANS\n\n     The adoptive of the Plan shall not affect any other stock option, incentive\nor other compensation plans in effect for the Company, nor shall the Plan\npreclude the Company from establishing any other forms of incentive or other\ncompensation for Employees of the Company.\n\n     7.10 PLAN BINDING ON SUCCESSORS\n\n     The Plan and any agreement with respect to an Incentive Award shall be\nbinding upon the successors and assigns of the Company and upon each Participant\nand such Participant's heirs, executors, administrators, personal\nrepresentatives, permitted assignees, and successors in interest.\n\n     7.11 SINGULAR, PLURAL; GENDER\n\n     Whenever used herein, nouns in the singular shall include the plural, and\nthe masculine pronoun shall include the feminine gender, as the context may\nrequire.\n\n     7.12 APPLICABLE LAW\n\n     This Plan shall be governed by, interpreted under, and construed and\nenforced in accordance with the internal laws of the State of California.\n\nVIII.  EFFECTIVE DATE AND DURATION OF PLAN\n\n       The Plan shall become effective on the later of (a) the date of its\nadoption by the Board, (b) the date of its approval by the holders of a majority\nof the outstanding shares of Common Stock.  The Plan shall terminate at such\ntime as the Board, in its discretion, shall determine.  No Incentive Award may\nbe granted under the Plan after the date of such termination, but such\ntermination shall not affect any Incentive Award theretofore granted.\n\n\n                                       15\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":[9539,9546],"class_list":["post-38187","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__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38187","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=38187"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38187"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38187"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38187"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}