{"id":38546,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/benefit-restoration-plan-fleetwood-enterprises-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"benefit-restoration-plan-fleetwood-enterprises-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/benefit-restoration-plan-fleetwood-enterprises-inc.html","title":{"rendered":"Benefit Restoration Plan &#8211; Fleetwood Enterprises Inc."},"content":{"rendered":"<pre>\n                           FLEETWOOD ENTERPRISES, INC.\n\n                            BENEFIT RESTORATION PLAN\n\n                 (AMENDED AND RESTATED EFFECTIVE APRIL 1, 1995)\n                                         \n\n                                TABLE OF CONTENTS\n\n\n\n                                                                    Page\n                                                                    ----\n1.   Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . . .   1\n\n2.   Definitions  . . . . . . . . . . . . . . . . . . . . . . . . .   1\n\n        2.1     Board . . . . . . . . . . . . . . . . . . . . . . .   1\n        2.2    Committee  . . . . . . . . . . . . . . . . . . . . .   1\n        2.3    Company. . . . . . . . . . . . . . . . . . . . . . .   1\n        2.4    Participant. . . . . . . . . . . . . . . . . . . . .   1\n        2.5    Plan Period  . . . . . . . . . . . . . . . . . . . .   2\n        2.6    Base Rate  . . . . . . . . . . . . . . . . . . . . .   2\n        2.7    Restored Benefits. . . . . . . . . . . . . . . . . .   2\n        2.8    Restricted Contributions . . . . . . . . . . . . . .   2\n        2.9    Retirement Plan  . . . . . . . . . . . . . . . . . .   2\n        2.10   Supplemental Plan  . . . . . . . . . . . . . . . . .   2\n        2.11   Change of Control  . . . . . . . . . . . . . . . . .   2\n\n3.   Plan Administration  . . . . . . . . . . . . . . . . . . . . .   3\n\n        3.1    The Committee  . . . . . . . . . . . . . . . . . . .   3\n        3.2    Powers of the Committee. . . . . . . . . . . . . . .   3\n        3.3    Organization and Operation of Committee  . . . . . .   4\n        3.4    Reliance on Reports. . . . . . . . . . . . . . . . .   4\n        3.5    Records and Reports  . . . . . . . . . . . . . . . .   4\n        3.6    Payment of Expense . . . . . . . . . . . . . . . . .   4\n        3.7    Indemnification. . . . . . . . . . . . . . . . . . .   5\n\n4.   Eligibility and Participation. . . . . . . . . . . . . . . . .   5\n\n5.   Determination of Restored Benefits . . . . . . . . . . . . . .   5\n\n        5.1    Provisional Determination for Each Plan Period . . .   5\n        5.2    Determination of Amount of Restored Benefits . . . .   5\n        5.3    Computation of Interest. . . . . . . . . . . . . . .   6\n        5.4    Vesting. . . . . . . . . . . . . . . . . . . . . . .   6\n\n6.   Unsecured Obligation . . . . . . . . . . . . . . . . . . . . .   6\n\n7.   Payment    . . . . . . . . . . . . . . . . . . . . . . . . . .   7\n\n8.   Beneficiary Designation. . . . . . . . . . . . . . . . . . . .   8\n\n9.   Dissolution and Other Events . . . . . . . . . . . . . . . . .   8 \n\n                                        i\n\n\n10.  Claim to Benefits and Employee Rights. . . . . . . . . . . . .   9\n\n11.  Nontransferability . . . . . . . . . . . . . . . . . . . . . .  10\n\n12.  Court Orders . . . . . . . . . . . . . . . . . . . . . . . . .  10\n\n13.  Relationship to Other Benefits . . . . . . . . . . . . . . . .  10\n\n14.  Amendment and Termination. . . . . . . . . . . . . . . . . . .  10\n\n        14.1   Plan Restatement . . . . . . . . . . . . . . . . . .  10\n        14.2   Future Amendment . . . . . . . . . . . . . . . . . .  10\n\n15.  Amendment of Retirement Plan . . . . . . . . . . . . . . . . .  11\n\n16.  De Minimus Payments. . . . . . . . . . . . . . . . . . . . . .  11\n\n17.  Incompetency . . . . . . . . . . . . . . . . . . . . . . . . .  11\n\n18.  Notice.    . . . . . . . . . . . . . . . . . . . . . . . . . .  11\n\n19.  Governing Law. . . . . . . . . . . . . . . . . . . . . . . . .  12\n\n20.  Pronouns.  . . . . . . . . . . . . . . . . . . . . . . . . . .  12\n\n                                       ii\n\n\n\n                           FLEETWOOD ENTERPRISES, INC.\n                            BENEFIT RESTORATION PLAN\n                 (Amended and Restated Effective April 1, 1995)\n\n     1.   PURPOSE.\n\n\n          The purpose of the Benefit Restoration Plan (the 'Plan') is to provide\nbenefits to certain highly compensated or management employees of Fleetwood\nEnterprises, Inc. in addition to the benefits provided under the Fleetwood\nEnterprises, Inc. Retirement Plan (the 'Retirement Plan') and, if applicable,\nthe Fleetwood Enterprises, Inc.  Supplemental Benefit Plan (the 'Supplemental\nPlan').  To this end, the Plan provides on an unfunded basis benefits that would\notherwise be provided under the Retirement Plan but for the limitations of\nSections 401(a)(4) and 410(b) of the Internal Revenue Code of 1986, as amended\n(the 'Code').  This Plan is intended to constitute an unfunded plan providing\nbenefits to a select group of management or highly compensated employees within\nthe meaning of Section 201(2) of the Employee Retirement Income Security Act of\n1974, as amended.\n\n     2.   DEFINITIONS.\n\n\n          The following terms shall have the respective meanings set forth\nbelow:\n\n          2.1  BOARD.\n\n\n          'Board' shall mean the Board of Directors of the Company.\n\n          2.2  COMMITTEE.\n\n\n          'Committee' shall mean a committee appointed by the President of the\nCompany.  The Committee shall consist of not less than two members.  A member of\nthe Committee may also be a participant under the Plan, but any Committee member\nwho is such a member shall not participate in any rulings by the Committee which\nrelate to his own distributions or elections or which are otherwise particularly\napplicable to his own participation.\n\n          2.3  COMPANY.\n\n\n          'Company' shall mean Fleetwood Enterprises, Inc., a Delaware\ncorporation.\n\n          2.4  PARTICIPANT.\n\n\n          'Participant' shall mean a person described in Section 4. \n                                        1\n\n\n\n\n          2.5  PLAN PERIOD.\n\n          'Plan Period' shall mean the applicable quarters of the calendar year,\nending respectively on March 31, June 30, September 30, and December 31.\n\n\n          2.6  BASE RATE.\n\n          'Base Rate' shall mean the base rate of interest charged by the Bank\nof America, NT&amp;SA (or base or prime rate of such other major bank as may be\nselected by the Committee), or, after March 31, 1995, any other rate selected by\nthe Committee in its sole and absolute discretion.  Notwithstanding the\nforegoing, upon and after a Change of Control, the 'Base Rate' shall be the\ngreater of the base or prime rate charged from time to time by Bank of America,\nNT&amp;SA or the rate in use immediately before the Change of Control.  The 'Base\nRate' shall be adjusted quarterly as of the last day of each Plan Period based\non the Base Rate in effect on the last business day of such period.\n\n\n          2.7  RESTORED BENEFITS.\n\n          'Restored Benefits' shall mean the amounts credited to a Participant's\naccount pursuant to Section 5.2 of this Plan.\n\n\n          2.8  RESTRICTED CONTRIBUTIONS.\n\n          'Restricted Contributions' shall mean the Company contributions which\nwould otherwise have been allocated to the account of the Participant in the\nRetirement Plan for the Plan Year but for the limitations imposed by Code\nSections 401(a)(4) and 410(b) but does not include contributions considered\n'Restricted Contributions' for purposes of the Supplemental Plan.\n\n\n          2.9  RETIREMENT PLAN.\n\n          'Retirement Plan' shall mean the Fleetwood Enterprises, Inc.\nRetirement Plan as now in effect or hereafter amended.\n\n\n          2.10  SUPPLEMENTAL PLAN.\n\n          'Supplemental Plan' shall mean the Fleetwood Enterprises, Inc.\nSupplemental Benefit Plan as now in effect or hereafter amended.\n\n\n          2.11  CHANGE OF CONTROL.\n\n          'Change in Control' shall mean the first to occur of any of the\nfollowing events: \n                                        2\n\n\n\n\n               (a)  Any 'person' (as that term is used in Section 13 and\n14(d)(2) of the Securities Exchange Act of 1934 ('Exchange Act')but not\nincluding for this purpose any person that, as of January 1, 1995, owned 15\npercent or more of the outstanding common stock of the Company or a person who\nacquires shares of such common stock from such person by will or by the laws of\ndescent or distribution) becomes the beneficial owner (as that term is used in\nSection 13(d) of the Exchange Act), directly or indirectly, of 25 percent or\nmore of the Company's capital stock entitled to vote in the election of\ndirectors;\n\n               (b)  During any period of not more than two consecutive years,\nnot including any period prior to April 1, 1995, individuals who at the\nbeginning of such period constitute the Board, and any new director (other than\na director designated by a person who has entered into an agreement with the\nCompany to effect a transaction described in clause (a), (c) or (d) of this\nSection 2.11) whose election by the Board or nomination for election by the\nCompany's stockholders was approved by a vote of at least three-fourths (3\/4ths)\nof the directors then still in office who either were directors at the beginning\nof the period or whose election or nomination for election was previously so\napproved, cease for any reason to constitute at least a majority thereof;\n\n\n               (c)  The shareholders of the Company approve any consolidation or\nmerger of the Company other than a consolidation or merger of the Company in\nwhich the holders of the common stock of the Company immediately prior to the\nconsolidation or merger hold more than 50% of the common stock of the surviving\ncorporation immediately after the consolidation or merger; or\n\n               (d)  Substantially all of the assets of the Company are sold or\notherwise transferred to parties that  are  not within a 'controlled group of\ncorporations' (as defined in Code Section 1563) in which the Company is a\nmember.\n\n\n     3.   PLAN ADMINISTRATION.\n\n          3.1  THE COMMITTEE.\n\n\n          The Committee shall administer the Plan in accordance with its terms.\n\n          3.2  POWERS OF THE COMMITTEE.\n\n\n          The Committee shall have full power, authority and discretion to adopt\nand revise such rules and procedures as it shall deem necessary for the\nadministration of the Plan, including, but not limited to, determinations of\neligibility \n                                        3\n\n\n\n\nand entitlement to benefits hereunder.  The decision of the Committee with\nrespect to any question arising under this Plan shall be final, conclusive and\nbinding on all persons.\n\n          3.3  ORGANIZATION AND OPERATION OF COMMITTEE.\n\n\n          The Committee shall act by a majority of its members at the time in\noffice, and such action may be taken either by a vote at a meeting or in writing\nwithout a meeting.  The Committee may authorize any one or more of its members\nto execute any document or documents on behalf of the Committee.  The Committee\nmay appoint such accountants, counsel, specialists, and other persons as it\ndeems necessary or desirable in connection with the administration of this Plan.\n\n          3.4  RELIANCE ON REPORTS.\n\n\n          Each member of the Committee and each member of the Board shall be\nfully justified in relying or acting in good faith upon any opinion or report\nmade by the independent public accountants of the Company and upon any other\nopinions, reports or information furnished in connection with the Plan by any\naccountant, counsel, or other specialist (including financial officers of the\nCompany, whether or not such persons may be Participants under the Plan).  In no\nevent shall any person who is or shall have been a member of the Committee or of\nthe Board be liable for any determination made or other action taken or any\nomission to act in reliance upon any such opinion, report or information or for\nany action, including the furnishing of information, taken or failure to act, if\nin good faith.\n\n          3.5  RECORDS AND REPORTS.\n\n\n          The Committee shall keep a record of all its proceedings and acts, and\nshall keep all such books of accounts, records, and other data as may be\nnecessary for proper administration of the Plan.\n\n          3.6  PAYMENT OF EXPENSE.\n\n\n          Unless otherwise determined by the Board, the members of the Committee\nshall serve without compensation for their services as such, but all expenses of\nthe Committee shall be paid by the Company.  Such expenses shall include any\nexpenses incident to the functioning of the Committee, including, but not\nlimited to, fees of accountants, counsel, and other specialists, and other costs\nof administering the Plan. \n                                        4\n\n\n\n\n          3.7  INDEMNIFICATION.\n\n          Each person who is or shall have been a member of the Committee or of\nthe Board shall be indemnified and held harmless by the Company against and from\nany loss, cost, liability, or expense that may be imposed upon or reasonably\nincurred by him in connection with or resulting from any claim, action, suit, or\nproceeding to which he may be a party or in which he may be involved by reason\nof any action taken or failure to act under the Plan and against and from any\nand all amounts paid by him in settlement thereof, with the approval of the\nCompany, or paid by him in satisfaction of judgment in any such action, suit, or\nproceeding against him, provided he shall give the Company an opportunity, at\nits own expense, to handle and defend it on his own behalf.  The foregoing\nrights of indemnification shall not be exclusive of any other rights of\nindemnification to which such persons may be entitled under the certificate of\nincorporation or bylaws of the Company, as a matter of law, or otherwise, or any\npower that the Company may have to indemnify them or hold them harmless.\n\n\n     4.   ELIGIBILITY AND PARTICIPATION.\n\n          Those persons who are Participants in the Retirement Plan and have\nRestricted Contributions for a Plan Period shall become Participants for the\nPlan Period.\n\n\n     5.   DETERMINATION OF RESTORED BENEFITS.\n\n          5.1  PROVISIONAL DETERMINATION FOR EACH PLAN PERIOD.\n\n\n          A separate determination shall be made with respect to each Plan\nPeriod as to the amount of Restored Benefits to be initially and provisionally\ncredited to the account of each Participant for the Plan Period. \nNotwithstanding the foregoing, any such determinations (and allocations as\nprovided under Section 5.2 below) made for Plan Periods prior to the end of the\ncalendar year which includes such Periods shall be contingent and subject to\nreduction or elimination depending on a final determination of the Participant's\nRestricted Contributions for such fiscal year to be made not later than the end\nof such year.\n\n          5.2  DETERMINATION OF AMOUNT OF RESTORED BENEFITS.\n\n\n          For each Plan Period, the account of each Participant shall be\ninitially and provisionally credited with amounts equal to:\n\n               (i)  the amount of Company contributions which would have been\nallocated to the Participant's account \n                                        5\n\n\n\n\nin the Retirement Plan for the Plan Period (taking into account applicable\nlimits under Code Sections 401(a)(17) and 415 and amounts that can be taken into\naccount as 'Earnings' under the Retirement Plan) if the Participant received an\nallocation equal, when expressed as a percentage of compensation, to the\nallocation made under such plan to all participants thereunder who are not\nparticipants in this Plan less the allocation actually made to the Retirement\nPlan; plus\n\n               (ii) the interest, if any, computed under Section 5.3.\n\n\nNotwithstanding the foregoing, amounts so credited (other than interest) for\nPlan Periods prior to the end of the fiscal year which includes such Periods\nshall be contingent and subject to reduction or elimination depending on a final\ndetermination of the Participant's Restricted Contributions for such fiscal year\nto be made not later than the end of such fiscal year.  Accordingly, the final\ncredit for a fiscal year shall be the amounts provisionally credited under this\nSection 5.2 less the amount by which Restricted Contributions are reduced\npursuant to the year end determination previously described and actually made to\nthe Retirement Plan.  Amounts credited as interest shall always remain credited\nunder the Plan and shall not be subject to reduction or elimination.\n\n          5.3  COMPUTATION OF INTEREST.\n\n\n          Amounts credited under this Plan shall bear interest at a rate per\nannum equal to the lesser of (i) the Base Rate computed pursuant to Section 2.6,\nor (ii) the maximum rate permitted under California law.  Interest shall be\ncredited and compounded quarterly as of the end of each calendar quarter. \nParticipants' accounts shall be accurately and timely credited with interest\nearned hereunder.\n\n          5.4  VESTING.\n\n\n          A Participant shall be fully vested in amounts finally (as opposed to\nprovisionally) credited to his account under this Plan.\n\n     6.   UNSECURED OBLIGATION.\n\n\n          Participants under this Plan shall not have any interest in any fund\nor specific assets of the Company by reason of this Plan.  No trust fund shall\nbe created in connection with the Plan, and there shall be no funding of amounts\nwhich may become or are payable to any Participant; provided, that benefits\nunder the Plan may be funded in whole or in part through the Fleetwood\nEnterprises Master \n                                        6\n\n\n\n\nDeferred Compensation Trust, a grantor trust described in Internal Revenue Code\nSection 671; provided further, that upon a Change of Control, the Company must\nimmediately contribute an amount, if any, to such trust sufficient so that all\nbenefits earned and credited hereunder through such Change shall be fully funded\nthrough such trust.  A Participant's rights under such trust shall be governed\nsolely by the instrument or instruments governing such trust.\n\n     7.   PAYMENT.\n\n\n          (a)  The Restored Benefits credited to a Participant's account under\nthis Plan shall, subject to the provisions of Sections 7(b), 5.4 and 16, be paid\nin accordance with the written election of the terminating or retiring\nParticipant, upon his or her termination of employment with the Company, on a\nform authorized for such purpose by the Committee, which election shall be made\nimmediately prior to the inception of the Participant's participation in this\nPlan.  In such election, the Participant shall designate either one or a\ncombination of the following payment options:\n\n               (i)  A lump sum upon employment termination with the Company, or\nin the first week of January of a designated year (1st, 2nd, 3rd, etc.)\nfollowing termination.\n\n\n               (ii) Consecutive annual installments of not less than $10,000\neach, such installments to commence in the first week of January of a designated\nyear (lst, 2nd, 3rd, etc.) following employment termination with the Company and\npayable over a period not to exceed 20 years from the date of employment\ntermination.\n\n               (iii)  A lump sum amount of less than the Participant's entire\nbenefit, in accordance with (i), above, followed by installment payments of the\nbalance in accordance with (ii), above.\n\n\n          (b)  The elections and distribution provisions described in\nparagraph (a) above shall be subject to the following:\n\n               (i)  A Participant may modify any election at any time that is\nnot less than two years before the prior election would otherwise take effect.\n\n\n               (ii) Notwithstanding clause (i), above, an election may be\nmodified at any time if (A) the Participant and the Committee both agree to such\nmodification and such modification is on account of the Participant's\ninvoluntary termination of employment with the Company or the Participant is\nsuffering a severe financial hardship \n                                        7\n\n\n\n\nattributable to an unforseeable emergency that cannot be relieved by any other\nsource reasonably available to the Participant, or (B) the Participant elects at\nany time to have his or her full balance distributed but reduced by 10 percent\nand the Participant is suspended from future participation in the Plan until the\nend of the eighth full calendar quarter following the distribution.\n\n               (iii)  While distributions must ordinarily commence upon or after\nemployment termination with the Company, a Participant on his or her election or\nelection modification may specify that payments may commence while the person is\nstill employed with the Company commencing on or after the date the sum of such\nperson's age and total service with the Company equals 85.  Notwithstanding the\nforegoing, the Committee may offer payment to any Participant still employed\nwith the Company if the sum of such individual's age and total Company service\nequals 70 and the Committee determines that there are mitigating circumstances\nsurrounding such individual that warrant prompt payment.\n\n\n          (c)  If no separate election is made hereunder, payment to the\nParticipant shall be made in a lump sum in January of the year following\ntermination of employment with the Company.\n\n          (d)  Upon the death of a Participant, all remaining funds will be paid\nto the Participant's designated beneficiary or beneficiaries in the form\nselected by the Participant unless the beneficiary and the Committee agree to\npayment in an immediate lump sum.\n\n\n     8.   BENEFICIARY DESIGNATION.\n\n          A Participant may designate a beneficiary or beneficiaries by means of\na written election on a form authorized for such purpose by the Committee.  A\nParticipant may change such election at any time on a form authorized for such\npurpose by the Committee.  If a Participant does not make an election in\naccordance with this Section 8 and has previously designated a beneficiary or\nbeneficiaries under the Participant's Retirement Plan, then that designation\nshall be effective for purposes of this Plan.\n\n\n     9.   DISSOLUTION AND OTHER EVENTS.\n\n          (a)  In the event the Company is liquidated or dissolved, then with\nrespect to any amounts which may then or thereafter become payable to a\nParticipant or a Participant's beneficiary or successors under Section 7 of this\nPlan, the Company shall pay such amount promptly in cash, without regard to any\nelections with respect to deferrals or installments which the Participant may\nhave in \n                                        8\n\n\n\n\neffect.  Payment shall be made upon the earlier to occur of (i) a liquidation or\ndissolution with respect to the Company or (ii) a determination made by the\nBoard of Directors of the Company in the exercise of its discretion that such\nliquidation or dissolution is imminent.  \n\n          (b)  The occurrence of a Change of Control shall not affect the\npayment of amounts hereunder and all benefits hereunder shall remain deferred\nand shall be paid in accordance with Participant elections as specified in\nSection 7 hereof.  A Participant shall, however, be indemnified and held\nharmless for any costs incurred, including without limitation attorneys' fees,\nin the course of and in order to receive or retain payment of amounts to which\nhe or she becomes entitled after a Change in Control.\n\n\n     10.  CLAIM TO BENEFITS AND EMPLOYEE RIGHTS.\n\n          No employee or other person shall have any claim or right to become a\nParticipant under this Plan except as provided herein.  Neither this Plan nor\nany action taken hereunder shall be construed as giving any employee any right\nto be retained in the employ of the Company.  Benefits shall be paid in\naccordance with the provisions of this instrument.  If and to the extent\nbenefits are not automatically paid hereunder, the Participant, or a Beneficiary\nor any other person claiming through the Participant, shall make a written\nrequest for benefits under this Plan.  This written claim shall be mailed or\ndelivered to the Committee.  Such claim shall be reviewed by the Committee or\nits delegate.\n\n\n          (a)  If the claim is denied, in whole or in part, the Committee or its\ndelegate shall provide a written notice within ninety (90) days setting forth\nthe specific reasons for denial, and any additional material or information\nnecessary to perfect the claim, and an explanation of why such material or\ninformation is necessary, and appropriate information and explanation of the\nsteps to be taken if a review of the denial is desired.\n\n          (b)  If the claim is denied and a review by the full Committee is\ndesired, the Participant (or Beneficiary) shall notify the Committee or its\ndelegate in writing within sixty (60) days of the denial (a claim shall be\ndeemed denied if the Committee does not take any action within the aforesaid\nninety (90) day period).  In requesting a review, the Participant or his\nBeneficiary may request a review of the Plan document or other pertinent\ndocuments with regard to the Plan, may submit any written issues and comments,\nmay request an extension of time for such written submission of issues and\ncomments, and may request that a hearing be held, but the decision to hold a\nhearing shall be within the sole discretion of the Committee. \n                                        9\n\n\n\n\n          (c)  The decision on the review of the denied claim shall be rendered\nby the Committee within sixty (60) days after the receipt of the request for\nreview (if no hearing is held) or within sixty (60) days after the hearing if\none is held.  The decision shall be written and shall state the specific reasons\nfor the decision, including reference to specific provisions of the Plan on\nwhich the decision is based.\n\n     11.  NONTRANSFERABILITY.\n\n\n          Except as may be permitted by the Retirement Plan or in order to pay\ndeath benefits as provided hereunder, a person's rights and interest under this\nPlan, including amounts payable, may not be assigned, pledged, transferred or\notherwise hypothecated.\n\n     12.  COURT ORDERS.\n\n\n          Notwithstanding any other provision hereof, the Committee may respond\nas it deems appropriate in its sole and absolute discretion to any court ordered\npayment (including without limitation those pertaining to child support or\nalimony).  Appropriate responses may include without limitation affording the\nnon-Participant spouse the same rights enjoyed by the Participant spouse to\nmodify a previously elected or determined payment format, subject to the\nprovisions hereof.\n\n     13.  RELATIONSHIP TO OTHER BENEFITS.\n\n\n          No payment under the Plan shall be taken into account for determining\nany benefits under any pension, retirement, profit sharing, group insurance or\nother benefit plan of the Company.\n\n     14.  AMENDMENT AND TERMINATION.\n\n\n          14.1 PLAN RESTATEMENT.\n\n          This Plan has been restated as of April 1, 1995, pursuant to action\ntaken by the Board for the purpose of amending and restating the Plan.  This\nPlan as so restated shall apply to all amounts earned hereunder including those\nearned prior to April 1, 1995.\n\n\n          14.2 FUTURE AMENDMENT.\n\n          The Board may terminate this Plan or may modify or amend this Plan in\nsuch respects as it shall deem advisable.  No termination or amendment of the\nPlan, however, shall reduce the amount of the benefit to which a person who is a\nParticipant at the time such termination or amendment occurs has already become\nentitled. \n                                       10\n\n\n\n\n     15.  AMENDMENT OF RETIREMENT PLAN.\n\n          In the event that any of the provisions of the Retirement Plan are\namended, said amendment to the extent not in direct conflict with express\nprovisions of this Plan shall be equally applicable to the payment of Restored\nBenefits under this Plan.\n\n\n     16.  DE MINIMUS PAYMENTS.\n\n          Notwithstanding any other provision of this Plan or the Retirement\nPlan to the contrary, in the event that amounts become payable to a Participant\nor to his or her successor under the terms of this Plan and the present value of\nsuch amounts is less than $10,000.00, the Committee may, at its sole discretion,\ndirect the present value of such amounts to be paid in a lump sum cash payment.\n\n\n     17.  INCOMPETENCY.\n\n          Every person receiving or claiming a benefit under this Plan shall be\nconclusively presumed to be mentally competent until the date on which the\nCommittee receives a written notice, in form and manner acceptable to the\nCommittee that such person is incompetent and that a guardian, conservator or\nother person legally vested with the care of his or her estate has been\nappointed; provided, however, that if the Committee shall determine in its sole\ndiscretion that any person to whom a benefit is payable under this Plan is\nunable to care for his or her affairs because of incompetency, any payments due\n(unless a prior claim therefor shall have been made by a duly appointed legal\nrepresentative) may be paid to the spouse, a child, a parent, a brother or\nsister of such person, or to any person or institution deemed by the Committee\nto have incurred expenses for such person otherwise entitled to payment.  In the\nevent a guardian or conservator of the estate of any person receiving or\nclaiming benefits under this Plan shall be appointed by a court of competent\njurisdiction, payment shall be made to such guardian or conservator, provided\nthat proper proof of appointment and continuing qualification is furnished in a\nform and manner acceptable to the Committee.  Any payment made in accordance\nwith this section shall be a complete discharge of any liability therefor under\nthis Plan.\n\n\n     18.  NOTICE.\n\n          All elections by a Participant and the designation of any beneficiary\nor beneficiaries shall be made on forms supplied or approved by the Committee. \nAny other notice or other communication required or permitted by this Plan to be\ngiven or accepted by a Participant, a Participant's successors or beneficiaries,\nthe Committee or the Company \n                                       11\n\n\n\n\nmust be in writing and may be given or may be served by depositing the same in\nthe United States mail, addressed to the party to be notified, postage prepaid\nand registered or certified with return receipt requested or by delivering the\nsame in person to such party.  All notices to a Participant or to his or her\nsuccessors or beneficiaries shall be delivered to the last known address or\naddresses on file with the Company.  Notices to the Committee or to the Company\nand beneficiary designations shall be delivered to the following person and\naddress:\n\n          Fleetwood Enterprises, Inc.\n          3125 Myers Street\n          Riverside, California 92523\n          Attention:  Treasurer\n\n\nor to such other address and person as the Committee, through two duly elected\nofficers, shall specify.\n\n     19.  GOVERNING LAW.\n\n\n          This Plan shall be governed by and construed in accordance with the\nlaws of the State of California.\n\n     20.  PRONOUNS.\n\n\n          The masculine pronoun shall include the feminine and the singular\npronoun shall include the plural and VICE VERSA, unless the context clearly\nindicates otherwise. \n\n\n                                       12\n\n\n\n\n                                AMENDMENT NO.  2\n                           FLEETWOOD ENTERPRISES, INC.\n\n                            BENEFIT RESTORATION PLAN\n                 (AMENDED AND RESTATED EFFECTIVE APRIL 1, 1995)\n\n\nThe Fleetwood Enterprises, Inc.  Benefit Restoration Plan (Amended and Restated\neffective April 1, 1995) is hereby amended, effective January 1, 1996, as\nfollow:\n     \n     Section 7(b)(i) modify any election at any time that is not less than two\n     years before the prior election would otherwise take effect; provided, that\n     any modified election itself may not take effect until a date that is at\n     least two years after it is made; provided, further, that, notwithstanding\n     any other provision hereof to the contrary, a Participant may modify any\n     election on or before March 31, 1996, if made to extend a previously\n     elected payment form (which theretofore was for a period of less than ten\n     years) to an installment form of at least ten but not more than twenty\n     years in response to HR 394 (pertaining to pension source taxation) and\n     such modification may be made without regard to whether it is made two\n     years before the prior election would otherwise take effect or itself takes\n     effect earlier than 2 years after it is made. \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":[9540,9539],"class_list":["post-38546","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-fleetwood-enterprises-inc","corporate_contracts_industries-autos__rvs","corporate_contracts_types-compensation__benefits","corporate_contracts_types-compensation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38546","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=38546"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38546"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38546"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38546"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}