{"id":39753,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-contract-fleetwood-enterprises-inc-and-senior2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-contract-fleetwood-enterprises-inc-and-senior2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-contract-fleetwood-enterprises-inc-and-senior2.html","title":{"rendered":"Employment Contract &#8211; Fleetwood Enterprises Inc. and Senior Executive"},"content":{"rendered":"<pre>                               EMPLOYMENT CONTRACT\n                               (Senior Executive)\n\n\n         THIS AGREEMENT, entered into and effective as of the ____ day of\n__________, ______, by and between FLEETWOOD ENTERPRISES, INC., a Delaware\ncorporation (herein called \"Company\"), and __________________________\n____________ (herein called \"Associate\").\n\n                                   WITNESSETH\n\n         In consideration of the mutual promises and agreements of the parties\nhereto, and other valuable consideration, the parties agree as follows;\n\n         1. EMPLOYMENT. The Company hereby employs Associate to perform the\nduties and render the services customarily required for the position hereinafter\nset forth, and Associate hereby accepts said employment and agrees faithfully to\nperform said duties and render said services, subject to the terms and\nconditions of this Agreement and the policies and procedures of the Company.\n\n         2. DUTIES. Associate agrees to perform such duties as may be required\nin the position of ______________________________________ and shall be familiar\nwith and carry out the Company's policies and procedures.\n\n         3. SALARY. As partial compensation for services to be rendered, the\nCompany agrees to pay Associate a monthly salary to be determined by the Company\nand communicated to Associate in writing. Such salary shall be prorated to cover\nthe appropriate portion of a month in the event the term of this Agreement shall\nnot be coterminous with the calendar month.\n\n         4. INCENTIVE COMPENSATION. As additional compensation to provide\nincentives for Associate to extend efforts which will assist in increasing the\nprofits of the Company, Associate shall be eligible to receive incentive\ncompensation in accordance with the terms and conditions of the Company's Senior\nExecutive Incentive Compensation Plan (the \"Plan\"), as the Plan has been\nestablished by the Company and as it may be revised from time to time. A copy of\nthe Plan shall be delivered to Associate along with this Agreement and a copy of\nany revisions shall be provided to Associate when such revisions become\neffective. Associate shall have ______ participation points in the Plan.\nAssociate's participation in the Plan and the number of participant points are\nsubject to revision or adjustment by the Compensation Committee of the Company's\nBoard of Directors at the Committee's discretion.\n\n         5. EXCLUSIVE SERVICE. Associate agrees that, while employed by the\nCompany, Associate's entire time and best efforts will be devoted to the\nperformance of the duties specified hereunder, it being understood that the\nCompany shall be entitled to and Associate agrees to give exclusive service to\nthe Company. Associate specifically agrees, while employed by the Company, not\nto participate in the \n\n\n\n\norganization or operation of any competing business and to promptly disclose to\nthe Company any plans which Associate may have to engage in any competitive\nbusiness.\n\n         6. CONFIDENTIAL INFORMATION. Associate agrees, both during and after\nAssociate's employment with the Company, to maintain in strict confidence all\ninformation, knowledge and data acquired by or communicated to Associate while\nin the Company's employ relating to business matters, methods, processes and\ndevices used or manufactured or under consideration for use or manufacture, by\nthe Company, excepting only such information as shall be authorized by the\nCompany as permissible disclosure in connection with the performance of\nAssociate's duties.\n\n         7. INVENTIONS. Associate agrees that the Company shall have the entire\nright, title and interest to each and every discovery, improvement or invention\ndeveloped by Associate during the term of this Agreement which are related to\nAssociate's employment by the Company. Associate will cooperate fully with the\nCompany as requested by the Company in preparing and executing documents as may\nbe required to enable the Company to document evidence of such title and obtain\nany legal protections as the Company may desire.\n\n         8. AT WILL EMPLOYMENT. Associate acknowledges and agrees that his\nemployment with the Company is expressly \"at will.\" This means that either party\nmay terminate Associate's employment for any reason with or without cause. Any\ntermination of Associate's employment is, however, subject to the terms and\nprovisions of Sections 10 and 11 of this Agreement relating to the payments of\nEarned Severance Benefits and Severance Payments (both as defined herein) and\ncertain employee benefits.\n\n         9. SEVERANCE PROVISIONS - DEFINITIONS. For purposes of Sections 10 and\n11 hereof, the following definitions shall apply:\n\n                  ACTIVELY PARTICIPATED with respect to an Unapproved Change of\nControl shall mean an Associate undertaking any affirmative conduct, not\nspecifically approved by a majority of the Disinterested Directors, which\nprovides assistance to persons seeking to complete a transaction or series of\ntransactions which results or could result in an Unapproved Change of Control. A\nmajority of the Disinterested Directors shall have the absolute discretion to\ndetermine whether or not the Associate Actively Participated in a transaction or\nseries of transactions which results or could result in a Change of Control.\n\n             ADVERSE CHANGE IN EMPLOYMENT CIRCUMSTANCES shall mean:\n\n                           (i)      any material adverse change in Associate's\n                                    compensation or employment benefits (other\n                                    than through the normal operation of the\n                                    Company's incentive compensation plan);\n\n                           (ii)     any material reduction of the duties or\n                                    responsibilities of Associate;\n\n\n                                       2\n\n\n                           (iii)    any mandatory change in the geographic\n                                    location of Associate's principal place of\n                                    business; or\n\n                           (iv)     any obvious bad faith by the Company in\n                                    dealing with Associate's employment\n                                    conditions.\n\n                  CHANGE OF CONTROL shall mean circumstances under which:\n\n                           (i)      a third person including a \"Group,\" as\n                                    defined in Section 13(d)(3) of the\n                                    Securities Exchange Act of 1934, acquires\n                                    capital stock of the Company having 25\n                                    percent (25%) or more of the total number of\n                                    votes that may be cast for the election of\n                                    directors of the Company; or\n\n                           (ii)     as a result of any cash tender or exchange\n                                    offer, merger or other business combination,\n                                    or any combination of any of the foregoing\n                                    transactions (a \"Transaction\"), the persons\n                                    who were directors of the Company before the\n                                    Transaction (or their successors approved by\n                                    such directors) shall cease to constitute a\n                                    majority of the Board of Directors of the\n                                    Company or any successor to the Company.\n\n                  DISINTERESTED DIRECTOR shall mean any member of the Board of\nDirectors of the Company who is unaffiliated with any person (or person\naffiliated with such person) whose beneficial ownership of the Company's capital\nstock contributes to the Change of Control.\n\n                  EARNED SEVERANCE BENEFIT shall mean an amount equal to (i) 20%\nof the Maximum Severance Benefit, multiplied by (ii) the number of full\nconsecutive years that Associate has been continuously employed by the Company\nor its subsidiaries, but not to exceed five.\n\n                  EMPLOYMENT TERMINATION shall mean the cessation of Associate's\nemployment by the Company or any subsidiary of the Company (other than as a\nresult of Associate's death or permanent disability) which is not promptly\nfollowed by re-employment of Associate by the Company or any subsidiary of the\nCompany.\n\n                  GOOD CAUSE shall mean:\n\n                           (i)      the willful and continued failure by\n                                    Associate to substantially perform his\n                                    duties hereunder (other than due to\n                                    incapacity from physical or mental illness);\n\n                           (ii)     gross misconduct which is or could\n                                    reasonably be expected to become materially\n                                    injurious to the Company, including, without\n                                    limitation, fraud, sexual harassment or\n                                    misappropriation of Company property or\n                                    unauthorized disclosure of confidential\n                                    information;\n\n\n                                       3\n\n\n                           (iii)    an act or acts of dishonesty on the part of\n                                    Associate constituting a felony under the\n                                    laws of the United States or any state\n                                    thereof; or\n\n                           (iv)     dishonesty resulting, or intending to\n                                    result, directly or indirectly, in gain or\n                                    personal enrichment at the expense of the\n                                    Company.\n\n                  MAXIMUM SEVERANCE BENEFIT shall mean an amount equal to one\ndollar less than three times the average annual compensation, (including salary,\nincentive compensation and long-term incentive compensation) payable by the\nCompany and includable in the gross income of Associate for federal income tax\npurposes, (whether or not deferred by Associate in accordance with the Company's\nDeferred Compensation Plan) for the three fiscal years of the Company ending\nbefore the date on which a Change of Control occurs (or such portion of such\nthree-year period during which Associate was employed by the Company).\n\n                  SEVERANCE PAYMENT shall mean amounts payable to Associate\npursuant to Section 11(a) hereof.\n\n                  TERMINATION DATE shall mean the effective date of Employment\nTermination.\n\n                  UNAPPROVED CHANGE OF CONTROL shall mean any Change of Control\nnot approved by a majority of the Disinterested Directors of the Company.\n\n         10. SEVERANCE IN CONNECTION WITH A CHANGE OF CONTROL.\n\n                  (a) PAYMENT OF BENEFITS. In the event that:\n\n                           (i)      during the three (3) year period following a\n                                    Change of Control (a) the Company initiates\n                                    an Employment Termination for reasons which\n                                    do not constitute Good Cause; or (b) the\n                                    Associate initiates an Employment\n                                    Termination for any reason after Associate\n                                    suffers an Adverse Change in Employment\n                                    Circumstances, or after the Company\n                                    adversely changes the incentive compensation\n                                    plan benefits payable or to be payable in\n                                    the future to Associate; or\n\n                           (ii)     during the one (1) year period following a\n                                    Change of Control the Associate initiates an\n                                    Employment Termination for any reason by\n                                    notifying the Company in writing that such\n                                    Employment Termination is pursuant to this\n                                    provision;\n\nthen the Company shall, within thirty (30) days after the date of such\nEmployment Termination, pay the Earned Severance Benefit to which Associate is\nentitled, up to the amount of the Maximum Severance Benefit. Notwithstanding the\nforegoing, Associate \n\n\n                                       4\n\n\nshall be ineligible to receive the Earned Severance Benefit\notherwise payable hereunder if Associate Actively Participated in any\ntransaction giving rise or relating to any Unapproved Change of Control.\n\n                  (b) GROSS-UP PAYMENT. If Associate becomes entitled to\npayments in the nature of compensation, including without limitation the Earned\nSeverance Benefit, all salaries, bonuses, severance pay, fringe benefits and the\naccelerated vesting of options or other equity-based compensation that\nconstitute a \"parachute payment\" under Section 280G of the Internal Revenue Code\nof 1986, as amended (the \"Code\"), or any successor statute then in effect\n(collectively, the \"Aggregate Change of Control Payments\"), then the Company\nshall pay an additional amount (the \"Gross-Up Payment\") to Associate at the time\nspecified in the following paragraph. The Gross-Up Payment shall be equal to the\namount necessary so that the net amount of the Aggregate Change of Control\nPayments retained by Associate, after subtracting the parachute excise tax\nimposed by Section 4999 of the Code, as amended, or any successor statute then\nin effect (the \"Excise Tax\"), and after also subtracting all federal, state or\nlocal income tax, FICA tax and Excise Tax on the Gross-Up Payment, shall be\nequal to the net amount of the Aggregate Change in Control Payments that\nAssociate would have retained if no Excise Tax has been imposed and no Gross-Up\nPayment had been paid. The amount of the Gross-Up Payment shall be determined in\ngood faith by independent accountants or tax counsel selected by the Company and\nacceptable to Associate, who shall apply the following assumptions: (i)\nAssociate shall be treated as paying federal income taxes at the highest\nmarginal rate in the calendar year in which the Gross-Up Payment is made, and\n(ii) Associate shall be treated as paying state and local income taxes at the\nhighest marginal rate(s) in the calendar year in which the Gross-Up Payment is\nmade in the locality of Associate's residence as of the Termination Date, net of\nthe maximum reduction in federal income taxes that could be obtained from\ndeducting those state and local taxes.\n\n                  The Gross-Up Payment shall be made within twenty business days\nafter the effective date of Associate's termination or resignation, provided\nthat if the Gross-Up Payment cannot be determined within that time, the Company\nshall pay Associate within that time an estimate, determined in good faith by\nthe Company, of the minimum amount of the Gross-Up Payment and shall pay the\nremainder (plus interest at the rate provided in Section 1274(b)(2)(B) of the\nCode) as soon as the amount can be determined but in no event later than the\n60th day after the effective date of Associate's termination or resignation. If\nthe estimated payment is more than the amount later determined to have been due,\nthe excess (plus interest at the rate provided in Section 1274(b)(2)(B) of the\nCode) shall be repaid by Associate within five business days after written\ndemand.\n\n                  If the actual Excise Tax imposed is more than the amount that\nwas taken into account in determining the amount of the Gross-Up Payment, the\nCompany shall make an additional gross-up payment in respect of such excess\n(plus interest at the rate provided in Section 1274(b)(2)(B) of the Code) at the\ntime that the amount of the excess is finally determined.\"\n\n\n                                       5\n\n\n                  (c) TAX RETURN ASSISTANCE. The Company, at its expense, agrees\nto supply Associate with advice from competent tax counsel with respect to\nwhether Associate should reflect and pay Excise Tax relating to the period or\nperiods in which Associate received payments or benefits under this Agreement\nwhich may result in the imposition of the Excise Tax. Associate agrees to notify\nthe Company in a timely manner in the event of any audit by the IRS or any state\ntaxing authority in which the IRS or the state taxing authority determines that\nsuch Excise Tax should be assessed against Associate and the Company agrees to\nassist Associate in contesting any proposed assessment with respect to such\nExcise Tax.\n\n         11. SEVERANCE FOR TERMINATION NOT IN CONNECTION WITH A CHANGE OF\nCONTROL.\n\n                  (a) COMPANY OBLIGATION. If the provisions of Section 10 hereof\ndo not apply and Associate suffers an Employment Termination for reasons other\nthan Good Cause, or if Associate terminates his employment within 90 days after\nAssociate suffers an Adverse Change in Employment Circumstances, and in\nconsideration of Associate's compliance with his obligations under subsection\n(f) below and Associate's execution of a general release in favor of the Company\nand its affiliates, officers and directors, the Company shall pay Associate an\namount equal to ___% of the aggregate of Associate's salary, incentive\ncompensation and long-term incentive compensation which was payable for the\neight fiscal quarters prior to Associate's Termination Date and Associate shall\nbe entitled to the other benefits provided for in this Section 11.\n\n                  (b) PAYMENT OF SEVERANCE PAYMENT. The Severance Payment shall\nbe paid in four equal installments, the first of which shall be paid within\nthirty (30) days after the Termination Date. The other three installments will\nbe paid (together with accrued interest at the base rate of the Bank of America,\nas adjusted when such rate is changed) six months, twelve months and twenty-four\nmonths after the Termination Date, respectively. Associate agrees that in the\nevent that Associate breaches any provision of subsection (f) below or the\ngeneral release, his right to receive future installments of the Severance\nPayment shall terminate as of the date of such breach.\n\n                  (c) CONTINUATION OF BENEFITS. The Company, at its expense,\nshall continue health, insurance and other welfare benefits and contributions to\nthe applicable retirement plan(s) for the benefit of Associate and his family at\nthe same level as would have occurred had there been no Employment Termination\nfor the period until the date the final installment of the Severance Payment is\npaid. Associate thereafter shall be entitled to exercise his rights to continue\ninsurance pursuant to the Company's policies relating to insurance continuation\nupon termination of employment. If Associate becomes reemployed with another\nemployer and is eligible to receive health or other welfare benefits from such\nother employer, the benefits provided hereunder shall be secondary to those\nprovided under such other plan during the period of dual eligibility.\nAssociate's stock options as of the Termination Date shall continue to remain\noutstanding (unless exercised by Associate) for 36 months following Associate's\nTermination Date.\n\n\n                                       6\n\n\n                  (d) OUTPLACEMENT SERVICES. The Company shall reimburse\nAssociate for outplacement services incurred by Associate at a cost not to\nexceed $15,000. Associate's Severance Payment hereunder shall not be reduced by\namounts earned by Associate after the Termination Date.\n\n                  (e) DEATH OR DISABILITY. In the event that Associate's\nemployment by the Company is terminated by reason of Associate's death or\npermanent disability, i.e., the inability of the Associate to perform his job\nduties on account of incapacity from physical or mental illness, the Company\nshall have no obligation to pay any Severance Payment.\n\n                  (f) NON-COMPETITION. In consideration for his entitlement to\nreceive the Severance Payment, Associate agrees that for a period of twenty four\nmonths following the Termination Date, Associate will not engage, directly or\nindirectly, as an individual or representative or employee of others, in the\nbusiness of designing, manufacturing or selling products in competition with the\nCompany or any of its subsidiaries in any geographic area where the Company or\nsuch subsidiary is doing business.\n\n         12. ASSIGNMENT. This Agreement shall inure to the benefit of and shall\nbe binding upon the successors and assigns of the Company. As this Agreement is\nbased upon Associate's unique abilities and personal confidence in Associate,\nAssociate shall have no right to assign this Agreement or any rights hereunder\nwithout the written consent of the Company.\n\n         13. GOVERNMENTAL REGULATION. The provisions of this Agreement are\nsubject to compliance with any governmental regulations, and the Company may, in\nits discretion, determine that the effect of such regulations may require\nadjustment in the amount of incentive compensation which the Company shall pay\nAssociate under this Agreement.\n\n         14. SEVERABILITY. If any term or provision of this Agreement shall to\nany extent be invalid or unenforceable, the remainder of this Agreement shall\nnot be affected thereby and each term and provision of this Agreement shall be\nvalid and enforced to the fullest extent permitted by law.\n\n         15. GOVERNING LAW. This Agreement shall be interpreted in accordance\nwith the laws of the state of Delaware.\n\n         16. ARBITRATION OF DISPUTES. The parties agree that any controversy or\nclaim arising out of or relating to this Agreement, or any dispute arising out\nof the interpretation of this Agreement, which the parties are unable to\nresolve, shall be finally resolved and settled exclusively by binding\narbitration in Riverside, California by a single arbitrator acting under the\nCommercial Arbitration Rules of the American Arbitration Association (\"AAA\")\nthen in effect. If the parties cannot agree upon an arbitrator from the panel\nprovided by the AAA, then each party shall choose its own independent\nrepresentative and such representatives shall choose the arbitrator within\nthirty days of the date of the selection of the first independent\nrepresentative. The\n\n\n                                       7\n\n\nparties hereby recognize and consent to the jurisdiction of the courts of the\nstate of California as the sole jurisdiction for enforcement of the arbitration\naward.\n\n         Associate's legal expenses, including reasonable attorneys' fees, shall\nbe reimbursed to Associate if an award is rendered in favor of Associate or if\nthe arbitrator finds that Associate acted in good faith in demanding arbitration\nof any such dispute.\n\n         17. PRIOR CONTRACTS. Any prior contract or agreement between the\nCompany and Associate shall hereby be canceled and shall be of no further force\nor effect.\n\n         IN WITNESS WHEREOF, Associate has executed this Agreement and the\nCompany has caused this Agreement to be executed by its duly authorized officer,\nall as of the day and year first above written.\n\n\n\n\n                                        -------------------------------\n                                        Associate\n\n                                        FLEETWOOD ENTERPRISES, INC.\n                                        (a Delaware corporation)\n\n\n                                        By: \n                                            ---------------------------\n\n\n                                       8\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7545],"corporate_contracts_industries":[9415],"corporate_contracts_types":[9539,9544],"class_list":["post-39753","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-fleetboston-financial-corp","corporate_contracts_industries-financial__banks","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39753","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=39753"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39753"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39753"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39753"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}