{"id":40090,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/long-term-incentive-plan-fleetwood-enterprises-inc2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"long-term-incentive-plan-fleetwood-enterprises-inc2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/long-term-incentive-plan-fleetwood-enterprises-inc2.html","title":{"rendered":"Long-Term Incentive Plan &#8211; Fleetwood Enterprises Inc."},"content":{"rendered":"<pre>                           FLEETWOOD ENTERPRISES, INC.\n\n                            LONG-TERM INCENTIVE PLAN\n\n                   (AMENDED AND RESTATED AS OF APRIL 17, 1996)\n\n\n\n\n\n\n                                TABLE OF CONTENTS\n                                                                                PAGE\n\n                                                                             \n1.   Purpose...................................................................  1\n2.   Definitions...............................................................  1\n     2.1       Award Period....................................................  1\n     2.2       Board...........................................................  1\n     2.3       Cash-Flow Return................................................  1\n     2.4       Cash-Flow Return on Gross Cash Investments......................  2\n     2.5       Change of Control...............................................  2\n     2.6       Committee.......................................................  3\n     2.7       Company.........................................................  3\n     2.8       Company's Actual Performance Level..............................  3\n     2.9       Direct Compensation.............................................  3\n     2.10      Disability......................................................  3\n     2.11      Fiscal Year.....................................................  4\n     2.12      Gross Cash Investment...........................................  4\n     2.13      Incentive Compensation..........................................  4\n     2.14      Interest Expense................................................  4\n     2.15      Maximum Incentive Compensation Award............................  4\n     2.16      Maximum Performance Level.......................................  4\n     2.17      Minimum Achievement Award.......................................  5\n     2.18      Minimum Performance Level.......................................  5\n     2.19      Participant.....................................................  5\n     2.19(a)   Benchmark Participant...........................................  5\n     2.19(b)   Other Participants..............................................  5\n     2.20      Participation Units.............................................  5\n     2.21      Performance Objective...........................................  6\n     2.22      Retirement......................................................  6\n     2.23      Subsidiary......................................................  6\n     2.24      Target Performance Award........................................  6\n3.   Plan Administration.......................................................  6\n     3.1       The Committee...................................................  6\n     3.2       Powers of the Committee.........................................  6\n     3.3       Organization and Operation of Committee.........................  6\n     3.4       Reliance on Reports.............................................  7\n     3.5       Records and Reports.............................................  7\n     3.6       Payment of Expenses.............................................  7\n     3.7       Indemnification.................................................  7\n4.   Eligibility and Participation.............................................  8\n     4.1       Eligibility.....................................................  8\n     4.2       Selection of Participants.......................................  8\n     4.3       Duration of Participation.......................................  8\n     4.4       Designation of the Benchmark Participant and Other Participants.  9\n5.   Determination of Incentive Compensation...................................  9\n     5.1       Separate Determination for Each Award Period....................  9\n     5.2       Determination of Company Performance Goals......................  9\n     5.3       Selection and Designation of Participants.......................  9\n     5.4       Determination of the Benchmark Participant's Incentive\n                    Compensation Award  Levels.................................  9\n     5.5       Award of Participation Units to the Benchmark Participant and\n                    Other Participants......................................... 10\n     5.6       Communication of Objectives and Related Incentive Compensation\n                    Benefits................................................... 10\n6.   Amount of Incentive Compensation.......................................... 10\n     6.1       Calculation of the Benchmark Participant's Incentive Compensation\n                    Award...................................................... 10\n\n\n\n     \n     6.2       Calculation of Incentive Compensation for Other Participants.... 11\n     6.3       Amounts Payable to Deceased Disabled and Retired Participants... 11\n     6.4       No Incentive Compensation for Terminated Employees.............. 12\n     6.5       Limitation of Aggregate Amount of Incentive Compensation\n                    Payable in Any One Fiscal Year............................. 12\n7.   Payment................................................................... 13\n     7.1       Form............................................................ 13\n     7.2       Forfeiture of Certain Benefits.................................. 13\n     7.3       Death Prior to Full Payment..................................... 13\n8.   Waiver of Participation................................................... 13\n     8.1       Participation Voluntary......................................... 13\n     8.2       Effect of Waiver................................................ 13\n9.   Beneficiary Designation................................................... 14\n     9.l       Designation..................................................... 14\n     9.2       Changes......................................................... 14\n10.  Dissolution or Merger..................................................... 14\n     10.1      Dissolution or Change of Control of Fleetwood Enterprises, Inc.. 14\n     10.2      Recapitalization................................................ 15\n11.  Claim to Incentive Compensation and Employee Rights....................... 15\n12.  Unsecured Obligation...................................................... 15\n13.  Nontransferability........................................................ 15\n14.  Tax Withholding........................................................... 15\n15.  Relationship to Other Benefits............................................ 15\n16.  Amendment and Termination................................................. 16\n17.  Incompetency.............................................................. 16\n18.  Effective Date of Amended and Restated Plan............................... 16\n19.  Notices................................................................... 16\n\n\n\n                                       ii\n\n\n\n\n                           FLEETWOOD ENTERPRISES, INC.\n\n                            LONG-TERM INCENTIVE PLAN\n\n     1.   PURPOSE.\n\n     The purpose of the Long-Term Incentive Plan (the 'Plan') is to provide a\nmeans of paying incentive compensation to certain key management employees who\ncontribute materially to the long-term success of Fleetwood Enterprises, Inc.\nBy relating the incentive rewards of certain key executives to the achievement\nof high cash-flow returns over successive two-year periods, the Company will be\nin a position to provide additional motivation and to reward extraordinary\nperformance by making those employees most responsible for such performance\nparticipants in the Company's success.  Consistent increases in the Company's\ncash flow add economic value to the Company, which benefits the Company's\nshareholders.  In addition, by providing long-term incentive compensation\nopportunities as well as the Company's long-time short-term incentive program,\nthe Company expects not only to attract but also to maintain, on a long-term\nbasis, a highly competent management team.\n\n     2.   DEFINITIONS.\n\n     The following terms shall have the respective meanings set forth below:\n\n          2.1  AWARD PERIOD.\n\n     'Award Period' shall mean a period of two consecutive Fiscal Years selected\nby the Committee.  No more than one Award Period shall begin during any single\nFiscal Year.\n\n          2.2  BOARD.\n\n     'Board' shall mean the Board of Directors of the Company (meaning in this\ncase the parent company and not its subsidiaries).\n\n          2.3  CASH-FLOW RETURN.\n\n     'Cash-Flow Return' shall mean net income for a Fiscal Year after provisions\nfor taxes on income, as shown on Fleetwood Enterprises, Inc.'s audited\nconsolidated financial statements as at the end of a Fiscal Year, plus\nprovisions for depreciation and amortization and Interest Expense (after tax),\nadjusted to (i) exclude items of either a positive or negative nature resulting\nfrom the disposal of a segment of a business, classified as being an\n'extraordinary' item, or classified as an 'unusual or infrequent' item\n(including any item associated with a change in the capital structure of the\nCompany or unusual or infrequent items resulting from any transaction or\nrestructuring approved by the Board), all as determined using principles similar\nto generally accepted accounting principles, (ii) exclude items of either a\npositive or negative nature resulting from the acquisition, operation, or\ndisposition of a business operation that, based upon the type of business\nconducted or its geographic location, does not constitute a core business of the\nCompany's business operations, (iii) include any amounts which previously\nreduced such Cash-Flow Return for such Fiscal Year as a result of the payment or\naccrual of benefits to Participants under this\n\n\n\n\n\n\n\nPlan and (iv) exclude the effect of any acquisitions during the Award Period\naccounted for as a 'pooling of interests' by restating the financial statements\nto indicate the effect which would have resulted if such acquisitions had been\naccounted for as 'purchases'.  Each of the adjustments referred to in (i), (ii),\n(iii) and (iv) of the preceding sentence shall be made net of 'tax effect', if\nany.\n\n          2.4  CASH-FLOW RETURN ON GROSS CASH INVESTMENTS\n\n     'Cash-Flow Return on Gross Cash Investment' for an Award Period shall mean\nthe average annual amount of Cash-Flow Return for the two (2) fiscal years\nincluded in the Award Period divided by the Gross Cash Investment at the end of\nthe Fiscal Year immediately prior to the Award Period.  By multiplying the\namount determined under the preceding sentence by 100, Cash-Flow Return on Gross\nCash Investment may be expressed as a percentage.  If this Plan calls for the\ncomputation of Cash-Flow Return on Gross Cash Investment for a period which is\nless than a full Award Period, the Cash-Flow Return shall be the aggregate\namount, averaged on an annualized basis, earned between the commencement of the\nAward Period and the date of the unaudited interim financial statements as of\nthe end of the fiscal month immediately preceding the end of the period and the\nGross Cash Investment shall be the Gross Cash Investment at the end of the\nFiscal Year immediately prior to the Award Period.\n\n          2.5  CHANGE OF CONTROL.\n\n     'Change of Control' shall mean circumstances under which (i) a third person\nincluding a 'Group' as defined in Section 13(d)(3) of the Securities Exchange\nAct of 1934, who is not an 'Exempt Person' as defined in the last sentence of\nthis subsection, acquires capital stock of the Company having twenty-five\npercent (25%) or more of the total number of votes that may be voted for the\nelection of directors of the Company, or (ii) as a result of any cash tender or\nexchange offer, merger or other business combination, or any combination of any\nof the foregoing transactions (a 'Transaction'), the persons who were directors\nof the Company before the Transaction shall cease to constitute a majority of\nthe board of directors of the Company, or any successor to the Company.  For\npurposes of this Section 2.5, an 'Exempt Person' means (i) a person who as of\nJanuary 1, 1989, owned ten percent (10%) or more of the outstanding common stock\nof the Company or a person who acquires shares of such common stock from such\nperson by will or by the laws of descent or distribution; or (ii)  a person who\nwould not otherwise be a beneficial owner of twenty-five percent (25%) or more\nof the combined voting power of the Company's then outstanding voting securities\nbut for a reduction in the number of outstanding voting securities resulting\nfrom a stock repurchase program or other similar plan of the Company or from a\nself tender offer of the Company, which plan or tender offer commenced on or\nafter the date hereof, provided, however, that the term 'person' shall include\nsuch person from and after the first date upon which (A) such person, since the\ndate of the commencement of such plan or tender offer, shall have acquired\nbeneficial ownership of, in the aggregate, a number of voting securities of the\nCompany equal to 1% or more of the voting securities of the Company then\noutstanding and (B) such person, together with all affiliates and associates of\nsuch person, shall beneficially own 25% or more the voting securities of the\nCompany then outstanding.\n\n\n\n\n\n                                        2\n\n\n\n\n\n          2.6  COMMITTEE.\n\n     'Committee' shall mean a committee appointed by the Board from among its\nown members.  The Committee shall consist of not less than two members.  No\nmember of the Committee may, while serving on the Committee, also be a\nParticipant in this Plan.  In addition, if the Incentive Compensation is to be\nawarded to a Participant subject to Section 162(m) of the Internal Revenue Code,\nthen each of the Committee members shall also be 'outside directors,' as such\nterm is defined in the regulations under Section 162(m) of the Internal Revenue\nCode.\n\n          2.7  COMPANY.\n\n     'Company' shall mean Fleetwood Enterprises, Inc.  and its subsidiaries.\n\n          2.8  COMPANY'S ACTUAL PERFORMANCE LEVEL.\n\n     'Company's Actual Performance Level' means the Cash-Flow Return on Gross\nCash Investment for an Award Period actually achieved during an Award Period\ncomputed as of the end of the Award Period.\n\n          2.9  DIRECT COMPENSATION.\n\n     'Direct Compensation' shall mean gross salary and bonus payments to an\nemployee prior to reduction as a result of state and federal income tax\nwithholding, disability, social security and other charges, excluding, however,\n(i) any payments under this Plan (ii) any and all pension and profit sharing\ncontributions or benefits and (iii) any other indirect compensation.  'Average\nAnnual Direct Compensation' shall mean the average amount of annual Direct\nCompensation paid to the Benchmark Participant during an Award Period or, if\napplicable, a shortened Award Period.  For the purpose of this Section 2.9,\nsalary and bonus payments shall be deemed paid and exclusions shall be deemed\ncharged as of the date of accrual of such payments and exclusions by the\nCompany, notwithstanding that actual payment may be deferred to a later date\nwith or without the employee's consent.  Specifically, without limiting the\nprovisions of the preceding sentence, computations as of the end of a fiscal\nquarter or other period of time shall be accrued as of the last day of the\nquarter or applicable period of time, notwithstanding that the computation of\nthe amount may not be completed until some time thereafter or that actual\npayment may be deferred by the election of the employee or otherwise to some\nfuture date.\n\n          2.10 DISABILITY.\n\n     'Disability' shall mean the permanent inability of a Participant because of\ninjury or disease to engage in an occupation or employment which is\nsubstantially similar to the occupation or employment in which the Participant\nwas engaged prior to the time when the injury or disease first began to affect\nthe Participant's occupation or employment with the Company.  The existence of a\nDisability and the time when a Disability commences shall be determined by the\nCommittee based upon such medical or other evidence as the Committee in its sole\ndiscretion may find advisable.  The decisions of the Committee with respect to\nthe existence of a Disability or the time when a Disability commenced shall be\nfinal and binding on all persons including without limitation the Disabled\nParticipant and his other successors or representatives.\n\n\n\n\n\n                                        3\n\n\n\n\n\n\n\n          2.11 FISCAL YEAR.\n\n     'Fiscal Year' shall mean the fiscal year of Fleetwood Enterprises, Inc.\nadopted for accounting and reporting purposes.\n\n          2.12 GROSS CASH INVESTMENT.\n\n     'Gross Cash Investment' shall mean total book assets plus accumulated\ndepreciation minus non-debt liabilities as shown and as classified on Fleetwood\nEnterprises, Inc.'s audited consolidated financial statements; provided,\nhowever, such financial statements shall be restated to exclude the effect of\nany acquisitions during the Award Period accounted for on a 'pooling of\ninterests' basis and to include the effect of such acquisitions as if they had\nbeen accounted for as 'purchases' and shall be equitably and appropriately\nadjusted to take into account any material change in the capital structure of\nthe Company resulting from any transaction or restructuring event approved by\nthe Board.\n\n          2.13 INCENTIVE COMPENSATION.\n\n     'Incentive Compensation' shall mean the dollar amount awarded to a\nParticipant with respect to an Award Period under the terms of Section 6 of this\nPlan.  Notwithstanding any other provision of this Plan to the contrary\n(including Sections 6.3 and 6.5), no Participant shall be awarded more than\n$1,000,000 of Incentive Compensation (as determined under Section 6 of this\nPlan) for any Award Period.\n\n          2.14 INTEREST EXPENSE.\n\n     'Interest Expense' means the interest cost on Company debt obligations and\ndoes not include interest on non-debt liabilities (i.e., accounts payable,\nemployee compensation and benefits accruals, income tax payables and other\nliabilities).\n\n          2.15 MAXIMUM INCENTIVE COMPENSATION AWARD.\n\n     'Maximum Incentive Compensation Award' shall mean the percentage of Average\nAnnual Direct Compensation during an Award Period which will be paid as\nIncentive Compensation to the Benchmark Participant, assuming the Company's\nActual Performance Level equals or exceeds the Maximum Performance Level.\n\n          2.16 MAXIMUM PERFORMANCE LEVEL.\n\n     'Maximum Performance Level' means the Cash-Flow Return on Gross Cash\nInvestment which if equaled or exceeded as of the end of an Award Period will\ncause the Benchmark Participant at the end of the Award Period to be entitled to\nIncentive Compensation in an amount equal to his Maximum Incentive Compensation\nAward multiplied by his Average Annual Direct Compensation during the Award\nPeriod.\n\n\n\n                                        4\n\n\n\n\n\n          2.17 MINIMUM ACHIEVEMENT AWARD.\n\n     'Minimum Achievement Award' shall mean the percentage of Average Annual\nDirect Compensation during an Award Period which will be paid as Incentive\nCompensation to the Benchmark Participant assuming the Company's Actual\nPerformance Level equals the Minimum Performance Level.\n\n          2.18 MINIMUM PERFORMANCE LEVEL.\n\n     'Minimum Performance Level' means the minimum Cash-Flow Return on Gross\nCash Investment to be achieved during an Award Period before any Incentive\nCompensation shall be payable to Participants.  This return must be at least\nequal to the Company's cost of capital as computed at the beginning of each\nAward Period.\n\n          2.19 PARTICIPANT.\n\n     'Participant' means a full-time employee of the company who is eligible to\nbecome a Participant, who is selected as a Participant and who continues to be a\nParticipant under the provisions of Section 4 of this Plan.  An employee shall\nbe deemed a 'full -time' employee of the Company if he or she is so classified\nunder the Company's usual and customary employment practices prevailing from\ntime to time during the period that such person has been designated as a\nParticipant.  Participants shall be designated by the Committee as the Benchmark\nParticipant and the Other Participants, respectively.\n\n          2.19(a) BENCHMARK PARTICIPANT\n\n     'Benchmark Participant' means the Participant so designated by the\nCommittee whose Incentive Compensation shall be determined at the end of the\napplicable Award Period by calculation in accordance with the provisions of\nSection 6.1 of this Plan and whose Incentive Compensation Award shall be\nutilized as the base, or benchmark, in calculating the Incentive Compensation\nAwards of the Other Participants.\n\n          2.19(b) OTHER PARTICIPANTS.\n\n     'Other Participants' means Participants other than the Benchmark\nParticipant whose Incentive Compensation Award Period shall be calculated in\naccordance with the provisions of Section 6.2 of the Plan.\n\n          2.20 PARTICIPATION UNITS.\n\n     'Participation Units' are units of measurement utilized in determining the\nIncentive Compensation Awards of Other Participants as compared to the Award of\nthe Benchmark Participant.  Participation Units shall be awarded to the\nBenchmark Participant and the Other Participants in accordance with Section 5.5\nof the Plan.\n\n\n\n\n\n                                        5\n\n\n\n\n\n          2.21 PERFORMANCE OBJECTIVE.\n\n     'Performance Objective' means the Cash-Flow Return on Gross Cash Investment\nwhich, if achieved as of the end of an Award Period, will cause a Participant to\nbe entitled to Incentive Compensation at the end of the Award Period.\n\n          2.22 RETIREMENT.\n\n     'Retirement' means the voluntary termination of a Participant's employment\nfor reasons other than death or Disability, occurring at or after the time when\nsuch Participant has attained the age of fifty-five.\n\n          2.23 SUBSIDIARY.\n\n     'Subsidiary' shall mean a corporation fifty percent (50%) or more of the\noutstanding voting stock of which is owned, directly or indirectly, by the\nCompany or by a Subsidiary of the Company.\n\n          2.24 TARGET PERFORMANCE AWARD.\n\n     'Target Performance Award' shall mean the percentage of Average Annual\nDirect Compensation during an Award Period which will be paid as Incentive\nCompensation to the Benchmark Participant, assuming that the Company's Actual\nPerformance Level equals the Performance Objective.\n\n     3.   PLAN ADMINISTRATION.\n\n          3.1  THE COMMITTEE.\n\n     The Committee shall administer the Plan in accordance with its terms.\n\n          3.2  POWERS OF THE COMMITTEE.\n\n     The Committee shall have full power and authority to establish performance\ncriteria under the Plan, determine the eligibility of persons to become\nParticipants, to select Participants, to designate Participants as the Benchmark\nParticipant and Other Participants, to make awards to Participants, to terminate\nthe designation of a Participant or to reduce the number of Participation Units\nawarded to Participants and to adopt and revise such rules and procedures as it\nshall deem necessary for the administration of the Plan.  The decision of the\nCommittee with respect to any question arising as to the individuals determined\nto be eligible or selected to participate in the Plan, the amount, terms, form\nand time of payment of Incentive Compensation and the interpretation of the Plan\nshall be final, conclusive and binding on all persons.\n\n          3.3  ORGANIZATION AND OPERATION OF COMMITTEE.\n\n     The Committee shall act by a majority of its members at the time in office,\nand such action may be taken by a vote at a meeting, including a meeting at\nwhich conference telephone or similar\n\n\n\n                                        6\n\n\n\n\n\nequipment is utilized by means of which all persons participating in the meeting\ncan hear each other, or by unanimous written consent without a meeting.  The\nCommittee may authorize any one or more of its members or any specifically\ndesignated officer of the company to execute any document or documents on behalf\nof the Committee.  The Committee may appoint such accountants, counsel,\nspecialists, and other persons as it deems necessary or desirable in connection\nwith the administration of this Plan.\n\n          3.4  RELIANCE ON REPORTS.\n\n     Each member of the Committee and each member of the Board shall be fully\njustified in relying or acting in good faith upon any opinion or report made by\nthe independent public accountants of the Company and upon any other opinions,\nreports or information furnished in connection with the Plan by any accountant,\ncounsel, or other specialist (including financial officers of the company,\nwhether or not such persons may be Participants under the Plan).  In no event\nshall any person who is or shall have been a member of the Committee or of the\nBoard be liable for any determination made or other action taken or any omission\nto act in reliance upon any such opinion, report or information or for any\naction, including the furnishing of information, taken or failure to act, if in\ngood faith.\n\n          3.5  RECORDS AND REPORTS.\n\n     The Committee shall keep a record of all its proceeding and acts, and shall\nkeep all such books of account, records and other data as may be necessary for\nproper administration of the Plan.\n\n          3.6  PAYMENT OF EXPENSES.\n\n     Unless otherwise determined by the Board, the members of the committee\nshall serve without compensation for services as such, but all expenses of the\nCommittee 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\n          3.7  INDEMNIFICATION.\n\n     Each person who is or shall have been a member of the Committee or of the\nBoard shall be indemnified and held harmless by the Company against and from any\nloss, 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 Company's approval,\nor 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 the same before he undertakes to handle\nand defend it on his own behalf.  The foregoing rights of indemnification shall\nnot be exclusive of any other rights of indemnification or exculpation to which\nsuch persons\n\n\n\n                                        7\n\n\n\n\n\nmay be entitled under the Company's Certificate of Incorporation or bylaws, as a\nmatter of law, or otherwise, or any power that the Company may have to indemnify\nthem or hold them harmless.\n\n     4.   ELIGIBILITY AND PARTICIPATION.\n\n          4.1  ELIGIBILITY.\n\n     Only the following persons who make, influence or implement long-term\npolicy decisions of the Company shall be eligible to become Participants under\nthis Plan: (i) full-time key executive employees of the Company who are not also\ndirectors of the Company and (ii) directors of the Company who are also full-\ntime officers of the Company, provided, however, no more than a minority of the\ndirectors of the Company in office at the time that Participants are selected\nfor an Award Period may become Participants with respect to such Award Period.\n\n          4.2  SELECTION OF PARTICIPANTS.\n\n     Participants shall be selected by the Committee from among those persons\nwho become eligible under Section 4.1, but the Committee need not select all\neligible persons as Participants.  Participants shall be separately selected for\neach Award Period, and the selection of a person as a Participant for one Award\nPeriod shall not mean that such person will be selected for participation with\nrespect to any subsequent Award Period.  No person shall become a participant\nwith respect to any Award Period under the Plan unless an until such person (i)\nhas been selected as a Participant by the committee and (ii) has received\nwritten notice of selection as a Participant from the committee or a duly\nauthorized representative of the Committee.\n\n          4.3  DURATION OF PARTICIPATION.\n\n     A person shall become a Participant upon selection as a Participant\npursuant to the preceding provisions of this Section 4.  A person shall cease to\nbe a Participant with respect to any Award Period upon the earlier of such\nperson's (i) death (ii) Disability (iii) Retirement (iv) termination of\nemployment or (v) receipt of the full amount of Incentive Compensation, if any,\npayable to such person with respect to the Award Period.  In addition, the\nCommittee may terminate the participation of a Participant, or reduce the number\nof Participation Units awarded to a Participant, with respect to any Award\nPeriod in the event that the management responsibilities of such person are\nreduced to the extent that such person would not have been considered eligible\nunder Section 4.1, or would have been awarded a lesser number of Participation\nUnits by the Committee under Section 5.5, if such person had such management\nresponsibilities prior to the commencement of such Award Period.  In such event,\na Participant whose participation is terminated by the Committee will be\nentitled to receive Incentive Compensation for each such Award Period after the\nconclusion of such Award Period, on a pro rata basis calculated in the same\nmanner as under Section 6.3, and a Participant whose number of Participation\nUnits is reduced shall be entitled to receive Incentive Compensation for each\nsuch Award Period after the conclusion of such Award Period on a pro rata basis\ncalculated by averaging the Participation Units held by the Participant during\nthe Award Period based on the percentage of the Award Period the Participant\nheld each respective number of Participation \n\n\n\n                                        8\n\n\n\n\n\nUnits; provided, however that the provisions of Section 6.3(iii) shall not \napply to payment made under this Section.\n\n\n          4.4  DESIGNATION OF THE BENCHMARK PARTICIPANT AND OTHER\n               PARTICIPANTS.\n\n     Prior to each Award Period, the Committee shall designate the Benchmark\nParticipant from among the Participants and shall further designate the Other\nParticipants.\n\n     5.   DETERMINATION OF INCENTIVE COMPENSATION.\n\n\n          5.1  SEPARATE DETERMINATION FOR EACH AWARD PERIOD.\n\n     A separate determination shall be made with respect to each Award Period as\nto (i) the Minimum Performance Level for the Award Period (ii) the Performance\nObjective for the Award Period (iii) the Maximum Performance Level for the Award\nPeriod (iv) the persons who will be Participants during the Award Period and (v)\nthe Participants designated as the Benchmark Participant and the Other\nParticipants, respectively.\n\n\n          5.2  DETERMINATION OF COMPANY PERFORMANCE GOALS.\n\n     Prior to the commencement of each Award Period, the Committee shall\nestablish the Minimum Performance Level, the Performance Objective and the\nMaximum Performance Level for such Award Period.\n\n\n          5.3  SELECTION AND DESIGNATION OF PARTICIPANTS.\n\n     Prior to the commencement of each Award Period, the Committee shall select\nthe persons who will be Participants during the Award Period and shall designate\nthe Benchmark Participant and Other Participants.  Such selection and\ndesignation shall be made in accordance with the provisions of Section 4 of the\nPlan.\n\n\n          5.4  DETERMINATION OF THE BENCHMARK PARTICIPANT'S INCENTIVE\n               COMPENSATION AWARD LEVELS.\n\n     Prior to the commencement of each Award Period the Committee shall\nestablish for the Benchmark Participant:\n\n     (i)   the Benchmark Participant's Minimum Achievement Award, expressed as a\npercentage of his Average Annual Direct Compensation during the Award Period:\n\n     (ii)  the Benchmark Participant's Target Performance Award, expressed as a\npercentage of his Average Annual Direct Compensation during the Award Period;\nand\n\n     (iii) the Benchmark Participant's Maximum Incentive Compensation Award\nexpressed as a percentage of his Average Annual Direct Compensation during the\nAward Period.\n\n\n\n                                        9\n\n\n\n\n\n     The Benchmark Participant's Target Performance Award shall not exceed 35%\nof his Average Annual Direct Compensation during the Award Period nor shall his\nMaximum Incentive Compensation Award exceed 50% of his Average Annual Direct\nCompensation during the Award Period.\n\n\n          5.5  AWARD OF PARTICIPATION UNITS TO THE BENCHMARK PARTICIPANT\n               AND OTHER PARTICIPANTS.\n\n     Prior to the commencement of each Award Period, the Committee shall award\nto the Benchmark Participant and each Other Participant a specific number of\nParticipation Units determined by the Committee.\n\n\n          5.6  COMMUNICATION OF OBJECTIVES AND RELATED INCENTIVE\n               COMPENSATION BENEFITS.\n\n     Performance goals and the method of determining Incentive Compensation in\nrelationship to the Performance goals shall be communicated to the Participants\nprior to the beginning of each Award Period.\n\n     6.   AMOUNT OF INCENTIVE COMPENSATION.\n\n\n          6.1  CALCULATION OF THE BENCHMARK PARTICIPANT'S INCENTIVE\n               COMPENSATION AWARD.\n\n     Subject to the provisions of Section 6.5 of this Plan, the amount of\nIncentive Compensation payable for each Award Period to the Benchmark\nParticipant shall be as follows:\n\n     (i)  FAILURE TO ACHIEVE MINIMUM PERFORMANCE LEVEL.\n\n     If at the end of the Award Period the Company's actual performance level\nhas not equaled or exceeded the Minimum Performance Level, no Incentive\nCompensation shall be payable.\n\n     (ii) PERFORMANCE EQUAL OR EXCEEDING MINIMUM LEVEL.\n\n     If at the end of the Award Period the Company's actual performance level\nequals or exceeds the Minimum Performance Level but does not equal or exceed the\nPerformance Objective, the Benchmark Participant shall receive as Incentive\nCompensation a percentage of his Average Annual Direct Compensation during the\nAward Period which is equal to the sum of (a) the Minimum Achievement Award plus\n(b) an additional percentage determined by multiplying the difference between\nhis Target Performance Award and his Minimum Achievement Award by a fraction,\nthe numerator of which is the difference between the Company's actual\nperformance level and the Minimum Performance Level and the denominator of which\nis the difference between the Performance Objective and the Minimum Performance\nLevel.\n\n     (iii)     PERFORMANCE EQUALS PERFORMANCE OBJECTIVE.\n\n\n\n                                       10\n\n\n\n\n\n     If at the end of the Award Period the Company's actual performance level\nequals the Performance Objective, the Benchmark Participant shall receive as\nIncentive compensation a percent of his Average Annual Direct Compensation\nduring the Award Period which is equal to his Target Performance Award.\n\n     (iv) PERFORMANCE EXCEEDS PERFORMANCE OBJECTIVE.\n\n     If at the end of the Award Period the Company's actual performance level\nexceeds the Performance Objective but does not equal or exceed the Maximum Award\nLevel, the Benchmark Participant shall receive as Incentive Compensation a\npercentage of his Average Annual Direct Compensation during the Award Period\nwhich is equal to the sum of (a) his Target Performance Award plus (b) an\nadditional percentage determined by multiplying the difference between his\nMaximum Incentive Compensation Award and his Target Performance Award by a\nfraction, the numerator of which is the difference between the Company's actual\nperformance level and the Performance Objective and the denominator of which is\nthe difference between the Maximum Performance Level and the Performance\nObjective.\n\n     (v)  MAXIMUM AMOUNT.\n\n     If at the end of the Award Period the company's actual performance level\nequals or exceeds the Maximum Performance Level, the Benchmark Participant shall\nreceive as Incentive Compensation a percentage of his Average Annual Direct\nCompensation during the Award Period which is equal to this Maximum Incentive\nCompensation Award.\n\n          6.2  CALCULATION OF INCENTIVE COMPENSATION FOR OTHER\n          PARTICIPANTS.\n\n     Subject to the provisions of Section 6.5 of the Plan, the amount of\nIncentive Compensation payable to the Other Participants for each Award Period\nshall be calculated by multiplying the amount of Incentive compensation paid to\nthe Benchmark Participant for such Award Period by a fraction, the numerator of\nwhich is the number of Participation Units awarded to each such Other\nParticipant for such Award Period and the denominator of which is the number of\nParticipation Units awarded to the Benchmark Participant for such Award Period.\nIn the event of the death, Disability, Retirement or termination of employment\nof the Benchmark Participant during an Award Period, the Incentive Compensation\nawarded to the Other Participants will be determined by applying the fraction\ndescribed in the preceding paragraph to the Incentive Compensation the Benchmark\nParticipant would have received for such Award Period had his Direct\nCompensation continued throughout such Award Period at the gross salary and\nbonus payment levels in effect immediately prior to his death, Disability,\nRetirement or termination of employment.\n\n\n          6.3  AMOUNTS PAYABLE TO DECEASED DISABLED AND RETIRED\n               PARTICIPANTS.\n\n     If a Participant's employment by the Company is terminated during an Award\nPeriod by reason of death, Disability or Retirement, the Participant's Incentive\nCompensation, if any, for the Award Period shall be determined pursuant to the\nprovisions of Sections 6.1 and 6.2 of this Plan,\n\n\n\n                                       11\n\n\n\nwhichever is applicable, as if such Participant had remained a Participant at\nthe end of the Award Period; provided, however, the following shall apply:\n\n     (i)  for the purpose of determining the Company's Actual Performance Level,\nthe Award Period shall commence as of the date originally established but shall\nend as of the end of the Fiscal Year during which the Participant's death,\nDisability or Retirement occurred.  The achievement of the various Incentive\nCompensation goals shall therefore be determined on the basis of the Company's\nperformance over a shorter period of time if the Participant's death, Disability\nor Retirement occurs prior to the commencement of the second Fiscal Year of an\nAward Period.\n\n     (ii) the amount of Incentive Compensation, if any, computed under Section\n6.1 or Section 6.2 of this Plan, whichever is applicable, shall be reduced by\nmultiplying such amount by a fraction, the numerator of which is the number of\nfull fiscal months during which the Participant was an employee of the Company\nduring the Award Period and the denominator of which is the number of full\nfiscal months contained in the full two years of the Award Period during which\nthe Participant's death, Disability or Retirement occurs.\n\n     (iii)     the limitation set forth in Section 6.5 shall not apply to\namounts payable under this section 6.3 and, with respect to the amounts payable\nto Other Participants during such Award Period, amounts payable under this\nSection 6.3 shall not be included in computing the limitation under Section 6.5.\n\n          6.4  NO INCENTIVE COMPENSATION FOR TERMINATED EMPLOYEES.\n\n     No Incentive Compensation shall be payable for an Award Period if the\nParticipant's employment by the Company is terminated during the Award Period\nfor reasons other than death, Disability or Retirement, provided that a\nParticipant who is granted a Company-approved leave of absence shall not be\ndeemed to have terminated employment by virtue of such leave of absence.\n\n\n          6.5  LIMITATION OF AGGREGATE AMOUNT OF INCENTIVE COMPENSATION\n               PAYABLE IN ANY ONE FISCAL YEAR.\n\n     Except as is provided in Paragraph (iii) of Section 6.3 of this Plan,\nnotwithstanding any other provision of this Plan to the contrary, if the total\nIncentive compensation payable to all Participants for an Award Period (assuming\nthe payment of all amounts under Section 7.1 of this Plan) exceeds three percent\n(3%) of the Company's aggregate Cash-Flow Return (as defined in Section 2.3) for\nthat Award Period, the Incentive Compensation payable to each Participant for\nthat Award Period shall be reduced in the proportion that each such Participant\nshares in the total Incentive compensation for the Award Period to such an\nextent that the total Incentive Compensation payable for the Award Period does\nnot exceed three percent (3% ) of the Company's aggregate Cash-Flow Return for\nthe Award Period.\n\n                                       12\n\n\n\n     7.   PAYMENT.\n\n\n          7.1  FORM.\n\n     At the end of each Award Period, the Committee shall determine in\naccordance with Section 6 of this Plan the Incentive Compensation, if any, for\nthe Participant on the basis of the extent to which the performance goals were\nachieved by the Company.  Incentive Compensation awarded under the terms of this\nPlan shall be paid in cash as a lump sum as soon as practicable after audited\nfinancial statements are available for the Award Period to which the Incentive\nCompensation pertains, unless deferred by the Participant in accordance with any\napplicable program for deferring incentive compensation under which such\nParticipant has made a valid election to defer all or part of such award.  In\nsuch latter case, the amount deferred by such Participant shall be handled in\naccordance with the applicable provisions of such deferred compensation program.\n\n\n          7.2  FORFEITURE OF CERTAIN BENEFITS.\n\n     In the event that a Participant who has amounts payable as Incentive\ncompensation under the terms of this Plan which have not been paid: (i) has\nengaged in felonious or fraudulent activity resulting in harm to the Company, or\n(ii) has divulged any of the Company's confidential information or trade\ninformation or trade secrets to a competitor, the Committee may terminate all or\nsuch portion of the amount payable as incentive compensation to the Participant\nas it deems appropriate.\n\n\n          7.3  DEATH PRIOR TO FULL PAYMENT.\n\n     In the event that a Participant has amounts payable as Incentive\nCompensation under this Plan and dies prior to the payment of such amounts, the\namounts payable at the time of the Participant's death shall be paid to the\nParticipant's beneficiary or, if no beneficiary was designated by the\nParticipant, to the Participant's estate.\n\n     8.   WAIVER OF PARTICIPATION.\n\n          8.1  PARTICIPATION VOLUNTARY.\n\n     Participation in this Plan is voluntary, and an employee otherwise eligible\nto become a Participant or maintain his status as a Participant may waive\nparticipation by filing a declaration to this effect with the Committee.\n\n          8.2  EFFECT OF WAIVER.\n\n     In the event that a Participant waives participation in this Plan during an\nAward Period, no Incentive Compensation may be paid to such Participant for the\nAward Period during which the waiver of participation is effective.\n\n\n\n\n\n                                       13\n\n\n\n     9.   BENEFICIARY DESIGNATION.\n\n          9.l  DESIGNATION.\n\n     A Participant may designate a beneficiary or beneficiaries who, upon his\ndeath, are to receive the distributions that otherwise would have been paid to\nhim.  All designations shall be in writing in form accepted or approved by the\nCommittee and shall be effective only if and when delivered to the Committee\nduring the lifetime of the Participant.  If a Participant designates a\nbeneficiary without providing in the designation that the beneficiary must be\nliving at the time of such distribution, the designation shall vest in the\nbeneficiary all of the distributions whether payable before or after the\nbeneficiary's death, and any distributions remaining upon the beneficiary's\ndeath shall be made to the beneficiary's estate.\n\n          9.2  CHANGES.\n\n     A Participant may from time to time during his lifetime change his\nbeneficiary or beneficiaries by a written instrument in form accepted or\napproved by the Committee and delivered to the Company.  In the event a\nParticipant does not designate a beneficiary or beneficiaries as aforesaid, or\nif for any reason such designation does not become effective, amounts that\notherwise would have been paid to such Participant shall be paid to his estate.\n\n     10.  DISSOLUTION OR MERGER.\n\n\n          10.1 DISSOLUTION OR CHANGE OF CONTROL OF FLEETWOOD ENTERPRISES,\n               INC.\n\n     In the event that the Company is liquidated or dissolved, or in the event\nof the occurrence of a Change of Control, this Plan and every outstanding Award\nPeriod shall be terminated as of the date of such event.  Incentive\nCompensation, if any, for the outstanding Award Period so terminated shall be\ncomputed by assuming that all Participants retired as of the date of such event\nand were entitled to the benefit, if any, computed under Section 6.3 of this\nPlan; provided, however, for the purposes of subparagraph (i) of Section 6.3,\nthe Fiscal Year during which the assumed retirement occurs shall end on the date\nof such event.  In respect of amounts deferred hereunder and any amounts which\nmay then or thereafter become payable to a Participant or to a Participant's\nbeneficiary or successors under Section 7 hereof plus any Award made for any\noutstanding Award Periods terminated under this Section 10.1, the Company shall\npay such amounts promptly in cash, without regard to any elections with respect\nto deferrals or installments which the Participant may have in effect.  Payment\nshall be made upon the earlier to occur of (i) a liquidation, dissolution or\nChange of Control with respect to the Company or (ii) a determination made by\nthe Board of Directors of the Company in the exercise of its discretion that\nsuch liquidation, dissolution or Change of Control is imminent.  A Participant\nshall be indemnified and held harmless for any costs incurred, including without\nlimitation attorney's fees, in the course of and in order to receive payments of\namounts to which he is entitled under this Section 10.1 by reason of Change of\nControl.\n\n\n\n\n\n                                       14\n\n\n\n\n          10.2 RECAPITALIZATION.\n\n     Notwithstanding the provisions of Section 10.1, if the Company is\nrecapitalized or is merged in a transaction which does not result in a\nsubstantial change in the Company's operations, business, or in the ownership of\nthe outstanding equity securities of Fleetwood Enterprises, Inc.; the Board at\nits sole option may determine that the provisions of Section 10.1 shall not\napply.\n\n     11.  CLAIM TO INCENTIVE COMPENSATION AND EMPLOYEE RIGHTS.\n\n     No employee or other person shall have any claim or right to become a\nParticipant under this Plan.  Neither this Plan nor any action taken hereunder\nshall be construed as giving any employee any right to be retained in the employ\nof the Company, the employment contract between the Company or a Subsidiary, in\nthe event the employer is a Subsidiary, being the determination document with\nrespect to the employment relationship.\n\n     12.  UNSECURED OBLIGATION.\n\n     Participants under this Plan shall not have any interest in any fund or\nspecific assets of the Company by reason of this Plan.  No trust fund shall be\ncreated in connection with the Plan, and there shall be no funding of amounts\nwhich may become or are payable to any Participant.\n\n     13.  NONTRANSFERABILITY.\n\n     A person's rights and interests under this Plan, including amounts payable,\nmay not be assigned, pledged, transferred or otherwise hypothecated except, in\nthe event of an employee's death, to his designated beneficiary as provided in\nthis Plan, or in the absence of such designation, to his heirs, devisees or\nlegatees by will or the laws of descent and distribution.  If a Participant or\nhis successor shall attempt to assign, transfer or dispose of any right under\nthis Plan, or should such right be subjected to attachment, execution,\ngarnishment, sequestration or other legal, equitable or other process, it shall\nipso facto pass to such one or more as may be appointed by the Committee from\namong the beneficiaries, if any, theretofore designated by such Participant and\nthe spouse and blood relatives of the Participant.  However, the Committee in\nits sole discretion may reappoint the Participant to receive any payment\nthereafter becoming due either in whole or in part.  Any appointment made by the\nCommittee hereunder may be revoked by the Committee at any time, and a further\nappointment made by it.\n\n     14.  TAX WITHHOLDING.\n\n     The Company shall have the right to deduct any Federal, state, local or\nforeign taxes or other charges required by law to be withheld from payments made\nto participants under the Plan.\n\n     15.  RELATIONSHIP TO OTHER BENEFITS.\n\n     Payments under the Plan shall be considered as compensation for the\npurposes of determining benefits under the Company's retirement or supplemental\nbenefit plans, but shall not be taken into account in determining benefits under\nother benefit plans of the Company.\n\n\n\n\n\n                                       15\n\n\n\n     16.  AMENDMENT AND TERMINATION.\n\n     Unless this Plan shall theretofore have been terminated as herein provided,\nno Award Periods may begin after May 1, 2004.  The Board may terminate this Plan\nor may modify or amend this Plan in such respects as it shall deem advisable.\nNo termination or amendment of the Plan under this Section 16 shall reduce the\namount of the benefit which a person who is a Participant at the time such\ntermination or amendment occurs has either already become entitled to under\nSection 6 or may become entitled to as a result of Award Periods which have\ncommenced but have not theretofore been concluded, unless such Participant\nconsents to such reduction; provided, however, nothing herein shall prevent the\nCompany, at its sole option, upon amendment or termination of the Plan, from\nprepaying all or any portion of Incentive Compensation amounts which are not yet\npayable or which have been deferred under Section 7 of this Plan.\n\n     17.  INCOMPETENCY.\n\n     Every person receiving or claiming benefits under this Plan shall be\nconclusively presumed to be mentally competent until the date on which the\nCommittee receives a written notice, in a 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 estate has been appointed;\nprovided, however, that if the Committee shall determine in its sole discretion\nthat any person to whom a benefit is payable under the Plan is unable to care\nfor his affairs because of incompetency, any payment due (unless a prior claim\ntherefor shall have been made by a duly appointed legal representative), may be\npaid to the spouse, a child, a parent, a brother or sister, of said person, or\nto any person or institution deemed by the Committee to have incurred expenses\nfor such person otherwise entitled to payment.  In the event a guardian or\nconservator of the estate of any person receiving or claiming benefits under the\nPlan shall be appointed by a court of competent jurisdiction, payments shall be\nmade to such guardian or conservator provided that proper proof of appointment\nand continuing qualification is furnished in a form and manner acceptable to the\nCommittee.  Any payment made in accordance with this Section shall be a complete\ndischarge of any liability therefor under the Plan.\n\n     18.  EFFECTIVE DATE OF AMENDED AND RESTATED PLAN.\n\n     The Amended and Restated Plan is effective as of April 24, 1994, subject to\nshareholder approval; for Award Periods beginning prior to such date, the Plan\nas existing prior to the effect of the amendments contained herein shall\ncontinue in effect.\n\n     19.  NOTICES.\n\n     Any elections by a Participant and the designation of any beneficiary under\nSection 9 shall be made on forms supplied or approved by the Committee.  Any\nother 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, the Company or the Board, must be in writing and may be given or\nmay be served by depositing the same in the United States mail, addressed to the\nparty to be notified, postage prepaid and registered or certified with return\n\n\n\n\n\n                                       16\n\n\n\nreceipt requested or by delivering the same in person to such party.  All\nnotices to a participant or to his or her successors or beneficiaries shall be\ndelivered to the last known address or addresses on file with the Company.\nNotices to the Committee or to the Company and elections and beneficiary\ndesignations shall be delivered to the following person and address:\n\n          Fleetwood Enterprises, Inc.\n          3125 Myers Street\n          Riverside, California 92503-5527\n          Attention:  Treasurer\n\nor to such other address and person as the Committee shall specify.\n\n\n\n\n\n\n\n                                       17\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-40090","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\/40090","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=40090"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40090"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40090"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40090"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}