{"id":40429,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/select-executive-incentive-plan-thor-industries-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"select-executive-incentive-plan-thor-industries-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/select-executive-incentive-plan-thor-industries-inc.html","title":{"rendered":"Select Executive Incentive Plan &#8211; Thor Industries Inc."},"content":{"rendered":"<pre>                              THOR INDUSTRIES, INC.\n                         SELECT EXECUTIVE INCENTIVE PLAN\n\n                          EFFECTIVE SEPTEMBER 29, 1997\n\nThor Industries, Inc.\n419 West Pike Street\nJackson Center, Ohio   45334\n\n\nSECTION 1. PURPOSE.\n-------------------\n\n         1.1. THOR Industries, Inc., a Delaware corporation, (the \"Company\"),\nhereby establishes this THOR Industries, Inc. Select Executive Incentive Plan\n(the \"Plan\") for the purpose of providing its eligible executives with\nsupplemental deferred compensation in addition to the current compensation\nearned under the Company's Management Incentive Plan (\"MIP\"). It is intended\nthat the Plan shall constitute an unfunded deferred compensation arrangement for\nthe benefit of a select group of management or highly compensated employees of\nthe Company and its designated subsidiaries and affiliates for purposes of the\nfederal income tax laws and the Employee Retirement Income Security Act of 1974\n(\"ERISA\") and all documents, agreements or instruments made or given pursuant to\nthe Plan shall be interpreted so as to effect such intent.\n\nSECTION 2. ELIGIBILITY.\n-----------------------\n\n         2.1. ELIGIBLE EXECUTIVES. Each employee of the Company or member of the\nboard of directors, who is designated by the Compensation Committee of the board\nof directors of the Company (the \"Compensation Committee\") as an eligible\nexecutive (the \"Eligible Executive\") shall participate in the Plan effective as\nof the later of the following:\n\n         (a) The date determined by the Compensation Committee.\n\n         (b) The date the Eligible Executive is formally notified that the\nEligible Executive is a participant.\n\n         2.2. DESIGNATED SUBSIDIARIES AND AFFILIATES. For purposes of this Plan,\nthe term \"Company\" shall include any subsidiary or affiliate of the Company\nwhich is designated by the Compensation Committee as an employer whose\nexecutives will be eligible to participate in this Plan.\n\n\n   2\n                                            THOR SELECT EXECUTIVE INCENTIVE PLAN\n\nSECTION 3.   DEFERRED COMPENSATION AMOUNTS.\n-------------------------------------------\n\n         3.1. DEFERRED COMPENSATION CREDITS. For each Plan year of\nparticipation, an Eligible Executive employed by the Company shall be credited\nwith the amount(s), if any, determined by the Compensation Committee. The amount\nto be credited to any Eligible Executive shall be determined in the sole\ndiscretion of the Compensation Committee, and may be $0 for any Plan year.\n\n         3.2. TIMING OF DEFERRED COMPENSATION CREDITS. The Company may, in its\nsole discretion, determine the date or dates that the deferred compensation\namounts shall be credited to the Eligible Executives' accounts.\n\n         3.3. MID-YEAR PARTICIPATION. If an Eligible Executive becomes a\nparticipant during the year, the Company may, in its sole discretion, credit\npro-rata amounts to the Eligible Executive.\n\n\nSECTION 4.  CREDITING OF DEFERRED COMPENSATION.\n-----------------------------------------------\n\n         4.1. ACCOUNT FOR PARTICIPANT. All amounts determined pursuant to\nSection 3 shall be credited to an account for such Eligible Executive. Such\naccounts shall also be credited with earnings and losses in accordance with\nSection 5. The amount to be paid to an Eligible Executive from the Plan in\naccordance with Section 7 shall be based on an amount equal to the Vested\nBalance of the Eligible Executive's account, as determined under Section 6, at\nthe time of payment.\n\nSECTION 5.  INVESTMENT CREDIT.\n------------------------------\n\n         5.1. CREDIT BASED ON INDEX FUNDS. Subject to Section 5.2, any Company\ncontributions pursuant to Section 4.1, shall be credited with earnings as if the\namounts were invested in specific investment funds selected by the\nAdministrative Committee (index funds). The Administrative Committee, in its\nsole discretion, may establish a procedure allowing any Eligible Executive to\nrequest that earnings be credited for his or her account with respect to the\nresults of one or more of the index funds selected by the Administrative\nCommittee, and the basis upon which such earnings credits shall be determined.\nThe procedure may specify the frequency with which Eligible Executives may\nchange their investment index requests. If the Eligible Executive fails to\nrequest one or more of the index funds, a default index fund, as selected by the\nAdministrative Committee, will provide the earnings credits.\n\n         5.2. COMPANY DISCRETION TO FOLLOW INSTRUCTIONS. The Administrative\nCommittee shall not be obligated to comply \n\n\n                                       2\n   3\n                                            THOR SELECT EXECUTIVE INCENTIVE PLAN\n\nwith, nor be liable for any failure to comply with, the investment request of\nany Eligible Executive. The Administrative Committee shall have sole discretion\nwhether or not to credit earnings with regard to the results of one or more of\nthe index funds to the account of any Eligible Executive in the manner requested\nby the Eligible Executive under this Section 5.\n\n         5.3. INFORMAL FUNDING. The Company may informally fund its obligations\nunder the Plan in any manner that it chooses and shall not be required to invest\nany amounts in any particular investment, including any index fund. The Company\nmay, without limitation, purchase life insurance or any security or other\nproperty to fund its obligations under the Plan.\n\nSECTION 6.  VESTING OF ACCOUNT BALANCE.\n---------------------------------------\n\n         6.1. VESTED BALANCE. The amount payable to the Eligible Executive at\nany time shall be equal to the vested portion of the Eligible Executives account\n(the \"Vested Balance\"). The Vested Balance at any time shall be equal to the\nEligible Executive's account balance multiplied by the Vesting Percentage\ndetermined under Section 6.2 and further reduced by the non-competition\nforfeiture determined under Section 6.3, if any.\n\n         6.2. VESTING PERCENTAGES. The Eligible Executive's account balance\nshall be vested based upon the Eligible Executive's plan years of participation,\nas follows:\n\n\n                    COMPLETED PLAN YEARS               VESTING PERCENTAGE\n                    --------------------               ------------------\n                    Less than six                      0%\n                    Six or more                        100%\n\n         Provided that the Vesting Percentage shall be 100% for any participant\nwho attains age 65 or dies.\n\n         6.3. NON-COMPETE AND FORFEITURE.\n\n         (a) NON-COMPETE, NON-SOLICITATION AND NON-DISCLOSURE FORFEITURE. If,\nduring the Eligible Executive's participation in this Plan, and for a period of\neighteen (18) months after termination of employment with the Company for any\nreason, the Eligible Executive competes with the Company (as defined in Section\n6.3(b)), or violates the non-solicitation or non-disclosure provisions of 6.3(b)\nhereof, the Eligible Executive shall forfeit one-hundred percent (100%) of his\nor her Vested Balance under the Plan.\n\n         (b) NON-COMPETITION DEFINITION. For purposes of this Plan, the Eligible\nExecutive shall be deemed to have competed with the Company if, in the sole\ndiscretion of the Compensation Committee, the Eligible Executive, within the\nUnited States or Canada, directly or indirectly, (1) owns (as a proprietor,\npartner, shareholder, or \n\n\n\n                                       3\n   4\n                                            THOR SELECT EXECUTIVE INCENTIVE PLAN\n\notherwise) an interest in, or (2) participates (as an officer, director, or in\nany other capacity) in the management, operation, or control of, or (3) performs\nservices as or acts in the capacity of an employee, independent contractor,\nconsultant, or agent of, any enterprise engaged, directly or indirectly, in the\nbusiness of production and\/or marketing recreation vehicles and buses by the\nCompany except with prior written consent of the Company. The Eligible Executive\nwill not, directly or indirectly, employ or solicit the employment by any\nemployee of the Company who was such an employee at the time of termination of\nthe Eligible Executive's employment hereunder or within six (6) months prior\nthereto, nor will the Eligible Executive disclose to any third party any\nconfidential matter not readily available to the public.\n\n         (c) ADDITIONAL FORFEITURE PROVISIONS. The Eligible Executive may, in\nthe sole discretion of the Compensation Committee, forfeit his or her entire\nVested Balance under the Plan if convicted or plead guilty in a court involving\na felony or misdemeanor relating to the Company or its business or which\nnegatively affects the Company's reputation. In addition, the Compensation\nCommittee may cause the forfeiture of the Vested Balance if it is determined by\na court that the Eligible Executive has breached his or her fiduciary duty to\nthe Company.\n\nSECTION 7. PAYMENT OF DEFERRED COMPENSATION.\n--------------------------------------------\n\n         7.1. PAYOUT ELECTION. At the time an Eligible Executive first\nparticipates in the Plan, such participant shall file a Payout Election Form\ndesignating the form in which payment of benefits shall be made following\ntermination of employment. Such election shall apply to the Eligible Executive's\nentire Vested Balance. Payment shall be made in a lump sum unless the\nparticipant requests one of the following forms, as specified in the Payout\nElection Form:\n\n                  (a) Substantially equal annual installments for five years.\n\n                  (b) Substantially equal annual installments for ten years.\n\n                  (c) Any other actuarially equivalent form of payment that the\nAdministrative Committee may approve.\n\n         7.2. CHANGE IN FORM OF PAYMENT. An Eligible Executive may change the\nform of payment specified in the Payout Election Form by submitting to the\nAdministrative Committee an amended Payout Election Form that adequately\nidentifies the Payout Election Form that is to be changed and specifies the form\nof payment, as amended. To be effective, the amended Payout Election Form must\nbe received by the Administrative Committee at least twelve (12) months before\nthe date of termination of employment. Payment dates may not be changed.\n\n         7.3. PAYMENT TO EXECUTIVE. Except as provided in Sections 6.3(c), 7.4,\n7.6 and 8, the Vested Balance of an Eligible Executive's account under the Plan\nshall be paid after \n\n\n\n                                       4\n   5\n                                            THOR SELECT EXECUTIVE INCENTIVE PLAN\n\nthe end of the eighteenth (18th) complete calendar month following the Eligible\nExecutive's termination of employment with the Company.\n\n         7.4. HARDSHIP WITHDRAWALS. The Administrative Committee may, in its\nsole discretion, allow an Eligible Executive to be paid an amount equal to all\nor any portion of the Eligible Executive's Vested Balance in the event of an\nunforeseen emergency caused by an event beyond the control of the Eligible\nExecutive that would result in severe financial hardship to the Eligible\nExecutive, such as the following:\n\n                  (a) Illness or accident of the Eligible Executive or a\ndependent under Internal Revenue Code section 152(a).\n\n                  (b) Loss of the Eligible Executive's property due to casualty.\n\n                  (c) Other similar extraordinary and unforeseeable\ncircumstances arising as a result of events beyond the control of the\nEligible Executive.\n\n         The payment will be limited to the amount necessary to meet such\nunforeseen emergency. Financial hardship and the amount necessary to meet the\nemergency will take into consideration all available assets of the Eligible\nExecutive, including but not limited to, assets that can be liquidated,\navailable credit, insurance and other reimbursements, and termination of\ndeferral of compensation to the extent allowable. Payments to the Eligible\nExecutive under this Section 7.4 shall reduce the Eligible Executive's account\nbalance under the Plan.\n\n         7.5. DISABILITY. An Eligible Executive who becomes temporarily disabled\nwhile employed or becomes eligible to receive long-term disability benefits\nunder a plan maintained by the Company shall be treated as employed, and no\npayments will be made under this Plan under elections to receive benefits at\ntermination of employment. If disability benefits stop and disability continues\nthe Eligible Executive shall be treated as terminated.\n\n         7.6. DEFERMENT IN CASE OF NON-DEDUCTIBILITY. To the extent that the\npayment of all or a portion of an Eligible Executive's account would not be\ndeductible by the Company for federal income tax purposes, the Company may defer\npayment of all or a portion of the account to the earliest one or more\nsubsequent calendar years in which the payment of such amounts would be\ndeductible by the Company. Deductibility shall not be determined by whether or\nnot the Company would receive any benefit from the deduction.\n\n         7.7. INCAPACITY. If the Administrative Committee finds that any person\nto whom any amount is payable hereunder is unable to care for his or her affairs\nbecause of illness or accident, then the Administrative Committee, if it so\nelects, may direct that any payment due him or her (unless a prior claim\ntherefore has been made by a duly appointed legal representative) or any part\nthereof, be paid or applied for the benefit of \n\n\n\n                                       5\n   6\n                                            THOR SELECT EXECUTIVE INCENTIVE PLAN\n\nsuch person (or such person's spouse, children or other dependents), to an\ninstitution maintaining or having custody of such person, or any other person\ndeemed by the Administrative Committee to be a proper recipient on behalf of\nsuch person otherwise entitled to payment, or any of them, in such manner and\nproportion as the Administrative Committee may deem proper. Any such payment\nshall be in complete discharge of the Company's obligations under this Plan.\n\n         7.8 TERMINATION OF DIRECTORS. For Eligible Executives who participate\nin the Plan as directors instead of as employees, references to termination of\nemployment shall mean termination as a director.\n\nSECTION 8. PAYMENT TO BENEFICIARY OR REPRESENTATIVE.\n----------------------------------------------------\n\n         8.1. If the Eligible Executive dies before receiving all of his or her\nVested Balance, the Company shall pay the remaining balance to the beneficiary\nmost recently designated by the Eligible Executive (or, if no such beneficiary\nshall survive the Eligible Executive or if no beneficiary has been designated,\nto the beneficiary designated by the Eligible Executive under the Company's\ngroup term life insurance plan, or if no such beneficiary has been designated\nunder the group term life insurance plan, to the Eligible Executive's estate)\neither by payment of one lump sum or by continuing the schedule of payments in\neffect at death, as the Administrative Committee in its sole discretion shall\ndetermine. The provisions of 7.6 shall apply.\n\nSECTION 9. ADMINISTRATION.\n--------------------------\n\n         9.1. ADMINISTRATION OF THE PLAN. The Plan shall be administered by an\nAdministrative Committee (the \"Administrative Committee\") which shall be\nappointed by the Compensation Committee. The Administrative Committee shall have\nfull power, discretion and authority to interpret, construe and administer this\nPlan and any part hereof, and the Administrative Committee's interpretation and\nconstruction thereof, and actions hereunder, shall be binding and conclusive on\nall persons for all purposes. The Administrative Committee may employ legal\ncounsel, consultants, actuaries and agents as it may deem desirable in the\nadministration of the Plan and may rely on the opinion of such counsel or the\ncomputations of such consultant or other agent. The Administrative Committee\nshall provide for the keeping of written minutes of its actions hereunder.\n\n         9.2. PARTICIPANT STATEMENTS. The Administrative Committee shall provide\nto each Eligible Executive, at least annually, a statement setting forth the\nbalance to the credit of the account of such Eligible Executive. Such statement\nshall be provided no later than 60 days following the end of each Plan year.\n\n         9.3. PLAN YEAR. This Plan shall be administered on an annual basis. The\nPlan year shall begin August 1 and end July 31 of the subsequent calendar year.\n\n\n\n                                       6\n   7\n                                            THOR SELECT EXECUTIVE INCENTIVE PLAN\n\nSECTION 10. CLAIMS PROCEDURE.\n-----------------------------\n\n         10.1. REQUEST. Any person claiming a benefit under the Plan, requesting\nan interpretation or ruling under the Plan, or requesting information under the\nPlan shall present the request in writing to the Administrative Committee. The\nChair of the Administrative Committee shall respond in writing as soon as\npracticable.\n\n         10.2. DENIAL. If the claim or request is denied, the written notice of\ndenial shall state:\n\n                  (a) The reasons for denial, with specific reference to the\nPlan provisions on which the denial is based.\n\n                  (b) A description of any additional material or information\nrequired and an explanation of why it is necessary.\n\n                  (c) An explanation of the Plan's claim review procedure.\n\n         The initial notice of denial shall normally be given within 90 days\nafter receipt of the claim. If special circumstances require an extension of\ntime, the claimant shall be so notified and the time limit shall be 180 days.\n\n         10.3. REVIEW OF DECISION. Any person whose claim or request is denied\nor who has not received a response within 30 days may request review by notice\nin writing to the full Administrative Committee. The original decision shall be\nreviewed by the Administrative Committee. The Administrative Committee may, but\nshall not be required to, grant the claimant a hearing. On review, whether or\nnot there is a hearing, the claimant may have representation, examine pertinent\ndocuments and submit issues and comments in writing. The decision on review\nordinarily shall be made within 60 days. If an extension of time is required for\na hearing or other special circumstances, the claimant shall be so notified and\nthe time limit shall be 120 days. The decision shall be in writing and shall\nstate the reasons and the relevant Plan provisions. All decisions on review\nshall be final and bind all parties concerned.\n\nSECTION 11. TRUST; UNSECURED GENERAL CREDITOR.\n----------------------------------------------\n\n         11.1. TRUST. The Company may establish a trust with a financial\ninstitution for payment of benefits under this Plan. The trust shall be a\ngrantor trust for tax purposes. The trust shall provide that any assets\ncontributed to the trustee shall be used exclusively for payment of benefits\nunder this Plan except in the event the Company becomes insolvent. In the event\nof insolvency, the trust fund shall be available for payment of obligations of\nthe Company to its creditors.\n\n         11.2. PAYMENT OTHER THAN FROM TRUST. Except as provided in Section\n11.1, any amounts payable under this Plan shall be paid in cash from the general\nfunds of the Company. The Eligible Executive and any beneficiary shall have no\nright, title or interest \n\n\n\n                                       7\n   8\n                                            THOR SELECT EXECUTIVE INCENTIVE PLAN\n\nwhatever in or to any investment which the Company may make to aid it in meeting\nits obligation hereunder or to any assets of the Company. Nothing contained in\nthis Plan, and no action taken pursuant to the Plan provisions, shall create or\nbe construed to create a fiduciary relationship between the Company and the\nEligible Executive or a beneficiary.\n\n         11.3. UNSECURED CREDITOR. To the extent that any person acquires a\nright to receive payments from the Company hereunder such right shall be no\ngreater than the right of an unsecured creditor of the Company. Rights to\nbenefit payments under the Plan are not subject in any manner to anticipation,\nalienation, sale, transfer, assignment, pledge, encumbrance, attachment or\ngarnishment by creditors of the Eligible Executive or of the Eligible\nExecutive's beneficiaries. It is the intention of the Company that the Plan be\nunfunded for tax purposes and for purposes of Title I of ERISA.\n\nSECTION 12. WITHHOLDING.\n------------------------\n\n         12.1. WITHHOLDING OF PLAN BENEFITS. The Company shall withhold, or\ncause to be withheld, from any benefits payable under this Plan all Federal,\nstate, city or other taxes as required pursuant to any law or governmental\nregulation or ruling.\n\n         12.2. WITHHOLDING ON AMOUNTS CREDITED. The Company shall withhold from\ncurrent compensation to the Eligible Executive amounts required to be withheld\npursuant to applicable law in respect of amounts credited to the Eligible\nExecutive under this Plan.\n\nSECTION 13. EMPLOYMENT AND BENEFITS RIGHTS.\n-------------------------------------------\n\n         13.1. EFFECT ON OTHER PLANS. Any benefit payable under this Plan shall\nnot be deemed salary or other compensation for the purpose of computing benefits\nunder any employee benefit plan or other arrangement of the Company for the\nbenefit of its employees or directors except to the extent otherwise provided in\nsuch plan or arrangement or required to comply with laws applicable to such plan\nor arrangement.\n\n         13.2. NOT A CONTRACT OF EMPLOYMENT. This Plan is not a contract of\nemployment and shall not affect any employment rights of the Eligible Executive\nor the right or ability of the Company to terminate the Eligible Executive's\nemployment with or without cause.\n\n         13.3. OTHER BENEFITS. This Plan shall be in addition to any rights of\nthe Eligible Executive under any other agreement with the Company, if any, and\nshall not affect or reduce any benefit or compensation inuring to the Eligible\nExecutive of a kind not expressly provided for in this Plan.\n\n\n\n                                       8\n   9\n                                            THOR SELECT EXECUTIVE INCENTIVE PLAN\n\nSECTION 14. BINDING EFFECT: NONASSIGNABILITY.\n---------------------------------------------\n\n         14.1. This Plan shall be binding upon and inure to the benefit of the\nCompany and its successors and assigns and the Eligible Executive and the\nEligible Executive's designees and estate. Neither the Eligible Executive nor\nthe Eligible Executive's designees or estate shall commute, encumber, sell or\notherwise dispose of the right to receive the payments provided for in this\nPlan, which payments and the rights thereto are expressly declared to be\nnontransferable and nonassignable.\n\nSECTION 15. AMENDMENT.\n----------------------\n\n         15.1. This Plan may be amended, suspended or terminated, in whole or in\npart, by the Board of Directors of the Company, but no such action shall\nretroactively impair or otherwise adversely affect the rights of any person to\nbenefits under this Plan which have accrued prior to the date of such action, as\ndetermined by the Administrative Committee. Any amendment which materially\nimpairs or otherwise adversely affects the prospective rights of any person to\nbenefits under this Plan shall be effective only for calendar years which follow\nthe year in which notice to Eligible Executives is given.\n\nSECTION 16. GOVERNING LAW.\n--------------------------\n\n         16.1. This Plan shall be governed by the laws of the State of Delaware\nfrom time to time in effect.\n\nSECTION 17. MISCELLANEOUS.\n--------------------------\n\n         17.1. The captions preceding the Sections hereof have been inserted\nsolely as a matter of convenience and in no way define or limit the scope or\nintent of any provision hereof.\n\n         Executed on behalf of the Company, effective as of the date first\nwritten above.\n\n                                     THOR INDUSTRIES, INC.\n                                     By: \/s\/ Wade F.B. Thompson\n                                         -----------------------------------\n                                     Title: Pres     \n                                            ------------------------------\n                                     Date:  10\/6\/97\n                                            ------------------------------\n\n                                       9\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9053],"corporate_contracts_industries":[9391],"corporate_contracts_types":[9539,9546],"class_list":["post-40429","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-thor-industries-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\/40429","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=40429"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40429"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40429"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40429"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}