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Bylaws
Bylaws (15K)
Doc #381598: Click preview link for longer preview.
BY-LAWS
OF
WINNEBAGO INDUSTRIES, INC.
AS AMENDED
ARTICLE I. OFFICES
------------------
The principal office of the Corporation in the State of Iowa, shall be
located in the City of Forest City, County of Winnebago, State of Iowa.
The Corporation may have such other offices, either within or without
of the State of Iowa, as the Board of Directors may . . .
381598
|
Winnebago
As referenced in this Bylaws:
WINNEBAGO INDUSTRIES, INC – {DOCUMENT}
{TYPE}EX-3.B
{SEQUENCE}6
{FILENAME}wgo045283_ex3b.txt
{TEXT}
EXHIBIT 3b.
BY-LAWS
OF
WINNEBAGO INDUSTRIES, INC .
AS AMENDED
ARTICLE I. OFFICES
------------------
The principal office of the Corporation in the State of Iowa, shall be
located in the City of Forest City, County of Winnebago, State
_____________
dt 1318256
| |
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Bylaws
Bylaws (11K)
Doc #381626: This document is immediately available for purchase, but does not have a preview available for viewing.
381626
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| 2002 |
Bylaws
Bylaws (13K)
Doc #381697: Click preview link for longer preview.
BY-LAWS
OF
WINNEBAGO INDUSTRIES, INC.
AS AMENDED
ARTICLE I. OFFICES
The principal office of the Corporation in the State of Iowa, shall be
located in the City of Forest City, County of Winnebago, State of Iowa.
The Corporation may have such other offices, either within or without
of the State of Iowa, as the Board of Directors may designate or as the business
of the Corporation may require . . .
381697
|
Winnebago
As referenced in this Bylaws:
WINNEBAGO INDUSTRIES, INC – {DOCUMENT}
{TYPE}EX-3.B
{SEQUENCE}4
{FILENAME}winnebago022002_ex-3b.txt
{DESCRIPTION}AMENDED BYLAWS OF THE REGISTRANT
{TEXT}
EXHIBIT 3b.
BY-LAWS
OF
WINNEBAGO INDUSTRIES, INC .
AS AMENDED
ARTICLE I. OFFICES
The principal office of the Corporation in the State of Iowa, shall be
located in the City of Forest City, County of Winnebago, State
_____________
WINNEBAGO INDUSTRIES, INC – and new By-Laws may
be adopted by the Board of Directors at any regular or special meeting of the
Board of Directors.
{PAGE}
PROPOSED AMENDMENT TO BY-LAWS
OF
WINNEBAGO INDUSTRIES, INC .
Article III, Section 2 of the By-Laws currently reads as follows:
"Section 2. Number, Tenure and Qualifications
The number of directors constituting the Board of Directors of the
_____________
dt 1561010
| |
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| 2010 |
Bylaws
Bylaws (29K)
Doc #4008641: This document is immediately available for purchase, but does not have a preview available for viewing.
4008641
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| 2000 |
Credit Agreement
Credit Agreement (57K)
Doc #381717: Click preview link for longer preview.
CREDIT AGREEMENT
THIS AGREEMENT is entered into as of October 19, 2000, by and among
Winnebago Industries, Inc., an lowa Corporation ("Borrower"), Winnebago
Acceptance Corporation, an lowa Corporation, Winnebago International
Corporation, a Virgin Islands corporation, Winnebago Health Care Management
Company, an lowa corporation, and Winnebago RV, Incorporated, a Delaware
corporation (each a "Guarantor" and, together, the "Guarantors") and WELLS FARGO
BANK, NATIONAL ASSOCIATION ("Bank").
RECITALS
Borrower has requested that Bank extend or continue credit to Borrower
as described below, Guarantors are willing to guarantee payment of such credit,
and Bank has agreed to provide such credit to Borrower on the terms and
conditions contained herein.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereby agree as follows:
ARTICLE I
CREDIT TERMS
SECTION 1.A. LINE OF CREDIT.
(a) Line of Credit. Subject to the terms and conditions of this
Agreement, Bank hereby agrees to make advances to Borrower from time to time up
to and including January 31, 2002 (the "Line of Credit Termination Date"), not
to exceed at any time the aggregate principal amount of Twenty Million Dollars
($20,000,000.00) ("Line of Credit"), the proceeds of which shall be used for
ordinary and necessary business purposes. Borrower's obligation to repay
advances under the Line of Credit shall be evidenced by a promissory note
substantially in the form of Exhibit A attached hereto ("Line of Credit Note"),
all terms of which are incorporated herein by this reference.
(b) Letter of Credit Subfeature. As a subfeature under the Line of
Credit, Bank agrees from time to time during the term thereof to issue letters
of credit for the account of Borrower (each, a "Letter of Credit" and
collectively, "Letters of Credit"); provided however, that the form and
substance of each Letter of Credit shall be subject to approval by Bank, in its
sole discretion. Each Letter of Credit shall be issued for a term designated by
Borrower; provided however, that no Letter of Credit shall have an expiration
date subsequent to the maturity date of the Line of Credit. The undrawn amount
of all Letters of Credit shall be reserved under the Line of Credit and shall
not be available for borrowings thereunder. Each Letter of Credit shall be
subject to the additional terms and conditions of the Letter of Credit Agreement
and related documents, if any, required by Bank in connection with the issuance
thereof (each, a "Letter of Credit Agreement" and collectively, "Letter of
Credit Agreements"). Each draft paid by Bank under a Letter of Credit shall be
deemed an advance under the Line of Credit and shall be repaid by Borrower in
accordance with the terms and conditions of this Agreement applicable to such
advances; provided however, that if advances under the Line of Credit are not
available, for any reason, at the time any draft is paid by Bank, then Borrower
shall immediately pay to Bank the full amount of such draft, together with
interest thereon from the date such amount is paid by Bank to the date such
amount is fully repaid by Borrower, at the rate of interest applicable to
advances under the Line of Credit. In such event Borrower agrees that Bank, in
its sole discretion, may debit any account maintained by Borrower with Bank for
the amount of any such draft.
{PAGE}
(c) Borrowing and Repayment. Borrower may from time to time during the
term of the Line of Credit borrow, partially or wholly repay its outstanding
borrowings, and reborrow, subject to all of the limitations, terms and
conditions contained herein or in the Line of Credit Note; provided however,
that the total outstanding borrowings under the Line of Credit shall not at any
time exceed the maximum principal amount available thereunder, as set forth
above. Notwithstanding the foregoing, Borrower shall maintain a zero balance on
advances under the Line of Credit for a period of at least thirty (30)
consecutive days during each fiscal year.
SECTION 1.B. INTEREST/FEES.
(a) Interest. The outstanding principal balance of the Line of Credit
shall bear interest, and the amount of each draft paid by Bank under any Letter
of Credit shall bear interest from the date such draft is paid by Bank to the
date such amount is fully repaid by Borrower, at the rate of interest set forth
in the promissory note or other instrument executed in connection therewith.
(b) Computation and Payment. Interest shall be computed on the basis of
a 360-day year, actual days elapsed. Interest shall be payable at the times and
place set forth in each promissory note or other instrument required hereby.
(c) Unused Commitment Fee. Borrower shall pay to Bank a fee equal to
one-tenth percent (.10%) per annum (computed on the basis of a 360-day year,
actual days elapsed) on the average daily unused amount of the Line of Credit,
which fee shall be calculated on a quarterly basis by Bank and shall be due and
payable by Borrower in arrears within ten (10) days after each billing is sent
by Bank. Such billings shall be sent on or about each August 31st, November
30th, February 28th or 29th, and May 31st.
(d) Letter of Credit Fees. Borrower shall pay to Bank fees upon the
issuance of each Letter of Credit, upon the payment or negotiation by Bank of
each draft under any Letter of Credit and upon the occurrence of any other
activity with respect to any Letter of Credit (including without limitation, the
transfer, amendment or cancellation of any Letter of Credit) determined in
accordance with Bank's standard fees and charges then in effect for such
activity.
SECTION 1.C. GUARANTIES. Prompt payment of all indebtedness of Borrower
to Bank under the Line of Credit shall be unconditionally guaranteed by each
Guarantor as evidenced by and subject to the terms of a written guaranty in the
form of exhibit B attached.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Borrower and each Guarantor makes the following representations and
warranties to Bank, which representations and warranties shall survive the
execution of this Agreement and shall continue in full force and effect until
the full and final payment, and satisfaction and discharge, of all obligations
of Borrower to Bank subject to this Agreement.
SECTION 2.1. LEGAL STATUS. The Borrower and each Guarantor is a
corporation, duly organized and existing and in good standing under the laws of
the State of its incorporation, and each is qualified or licensed to do business
(and is in good standing as a foreign corporation, if applicable) in all
jurisdictions in which such qualification or licensing is required or in which
the failure to so qualify or to be so licensed could have a material adverse
effect on the Borrower or such Guarantor.
SECTION 2.2. AUTHORIZATION AND VALIDITY. This Agreement and each
381717
|
Winnebago
As referenced in this Credit Agreement:
Winnebago Industries, Inc – TYPE}EX-4.D
{SEQUENCE}3
{FILENAME}0003.txt
{DESCRIPTION}CREDIT AGREEMENT
{TEXT}
EXHIBIT 4d.
CREDIT AGREEMENT
THIS AGREEMENT is entered into as of October 19, 2000, by and among
Winnebago Industries, Inc ., an lowa Corporation ("Borrower"), Winnebago
Acceptance Corporation, an lowa Corporation, Winnebago International
Corporation, a Virgin Islands corporation, Winnebago Health Care Management
Company, an lowa corporation, and Winnebago RV, Incorporated,
_____________
Winnebago Industries, Inc – is required or may desire to give to any other party under any provision of this
Agreement must be in writing delivered to each party at the following address:
BORROWER: Winnebago Industries, Inc .
P.O. Box 152
605 Crystal Lake Road
Forest City, IA 53436
GUARANTOR: Winnebago Acceptance Corporation
P.O. Box 152
605 Crystal Lake Rd.
Forest City, IA 53436
GUARANTOR:
_____________
Winnebago Industries, Inc – ENFORCEABLE. NO OTHER TERMS OR
ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED.
YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT.
Winnebago Industries, Inc .
By: /s/ Edwin F. Barker
------------------------------------
Edwin F. Barker, Vice President, CFO
Winnebago Acceptance Corporation
By: /s/ Edwin F. Barker
------------------------------------
Edwin F. Barker, Vice President, CFO
Winnebago International Corporation
By: /
_____________
Winnebago Industries, Inc – WELLS FARGO BANK, NATIONAL ASSOCIATION
By:
------------------------------------
Michael Wilson, Vice President
{PAGE}
REVOLVING LINE OF CREDIT
$20,000,000.00 Des Moines, lowa
October 19, 2000
FOR VALUE RECEIVED, the undersigned Winnebago Industries, Inc .
("Borrower") promises to pay to the order of WELLS FARGO BANK, NATIONAL
ASSOCIATION ("Bank") at its office at 666 Walnut Street, Des Moines, lowa 50309,
or at such other
_____________
Winnebago Industries, Inc – ENFORCEABLE. NO OTHER TERMS OR
ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED.
YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT.
Winnebago Industries, Inc .
By: /s/ Edwin F. Barker
------------------------------------
Edwin F. Barker, Vice President, CFO
{/TEXT}
{/DOCUMENT}
_____________
dt 1318283
| |
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| 2003 |
Directors' Deferred Compensation Plan
Directors' Deferred Compensation Plan (19K)
Doc #381650: Click preview link for longer preview.
WINNEBAGO INDUSTRIES, INC.
DIRECTORS' DEFERRED COMPENSATION PLAN
AS AMENDED ON OCTOBER 15, 2003
1. PLAN
The Winnebago Industries, Inc. Directors' Deferred Compensation Plan (the
"Plan").
2. EFFECTIVE DATE AND PLAN YEAR
The Plan is effective April 1, 1997. The Plan Year shall be from January 1
through December 31 each year.
3. PURPOSE OF THE PLAN
The Plan's purpose is to enable the directors of Winnebago Industries, Inc.
(the "Company"), who are . . .
381650
|
Winnebago
As referenced in this Directors' Deferred Compensation Plan:
WINNEBAGO INDUSTRIES, INC – {DOCUMENT}
{TYPE}EX-10.E
{SEQUENCE}4
{FILENAME}winn035451_ex-10e.txt
{TEXT}
EXHIBIT 10e
WINNEBAGO INDUSTRIES, INC .
DIRECTORS' DEFERRED COMPENSATION PLAN
AS AMENDED ON OCTOBER 15, 2003
1. PLAN
The Winnebago Industries, Inc. Directors' Deferred Compensation Plan (the
"Plan").
2. EFFECTIVE DATE AND PLAN YEAR
The
_____________
Winnebago Industries, Inc – DOCUMENT}
{TYPE}EX-10.E
{SEQUENCE}4
{FILENAME}winn035451_ex-10e.txt
{TEXT}
EXHIBIT 10e
WINNEBAGO INDUSTRIES, INC.
DIRECTORS' DEFERRED COMPENSATION PLAN
AS AMENDED ON OCTOBER 15, 2003
1. PLAN
The Winnebago Industries, Inc . Directors' Deferred Compensation Plan (the
"Plan").
2. EFFECTIVE DATE AND PLAN YEAR
The Plan is effective April 1, 1997. The Plan Year shall be from January 1
through December
_____________
Winnebago Industries, Inc – 1, 1997. The Plan Year shall be from January 1
through December 31 each year.
3. PURPOSE OF THE PLAN
The Plan's purpose is to enable the directors of Winnebago Industries, Inc .
(the "Company"), who are nonemployees, to elect to receive their fees and
retainers as members of the Board of Directors and committees of the board
in a form other
_____________
dt 1318265
| |
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Full Doc
| 2003 |
Executive Change of Control Agreement
Executive Change of Control Agreement (36K)
Doc #166336: Click preview link for longer preview.
EXECUTIVE CHANGE OF CONTROL AGREEMENT
This EXECUTIVE CHANGE OF CONTROL AGREEMENT is made as of March 13 2003,
by and between WINNEBAGO INDUSTRIES, INC., an Iowa corporation (the "Company"),
and Roger W. Martin (the "Executive").
RECITALS:
WHEREAS, the Executive is a senior executive and officer of the Company
and has made and is expected to continue to make major contributions to the
profitability, growth and financial strength of the Company;
WHEREAS, the Company recognizes that, as is the case for most publicly
held companies, the possibility of a Change of Control (as hereafter defined)
exists;
WHEREAS, it is in the best interests of the Company, considering the
past and future services of the Executive, to improve the security and climate
for objective decision making by providing for the personal security of the
Executive upon a Change of Control.
NOW, THEREFORE, in consideration of the foregoing premises and the past
and future services rendered and to be rendered by the Executive to the Company
and of the mutual covenants and agreements hereinafter set forth, the parties
agree as follows:
AGREEMENT:
1. CONTINUED SERVICE BY EXECUTIVE. In the event a person or entity, in
order to effect a Change of Control, commences a tender or exchange offer,
circulates a proxy to shareholders or takes other steps, the Executive agrees
that the Executive will not voluntarily leave the employ of the Company, and
will render faithful services to the Company consistent with Executive's
position and responsibilities, until the person or entity has abandoned or
terminated its efforts to effect such Change of Control or until such Change of
Control has occurred.
2. CHANGE OF CONTROL. For purposes of this Agreement, the term "Change
of Control" means the time when (i) any Person becomes an Acquiring Person, or
(ii) individuals who shall qualify as Continuing Directors of the Company shall
have ceased for any reason to constitute at least a majority of the Board of
Directors of the Company; PROVIDED HOWEVER, that in the case of either clause
(i) or (ii) a Change of Control shall not be deemed to have occurred if the
event shall have been approved prior to the occurrence thereof by a majority of
the Continuing Directors who shall then be members of such Board of Directors,
and in the case of clause (i) a Change of Control shall not be deemed to have
occurred upon the acquisition of stock of the Company by a pension,
profit-sharing, stock bonus, employee stock ownership plan or other retirement
plan intended to be qualified under Section 401(a) of the Internal Revenue Code
of 1986, as amended, established by the Company or any subsidiary of the
Company. (In addition, stock held by such a plan shall not be treated as
outstanding in determining ownership percentages for purposes of this
definition.)
For the purpose of the foregoing definition of "Change of Control", the
capitalized terms shall have the following meanings:
(a) "Continuing Director" means (i) any member of the Board of Directors of
the Company, while such person as a member of the Board, who is not an
Affiliate or Associate of any Acquiring Person or of any such Acquiring
Person's Affiliate or Associate and was a member of the Board prior to
the time when such Acquiring Person shall have become an Acquiring
Person, and (ii) any successor of a Continuing Director, while such
successor is a member of the Board, who is not an Acquiring Person or
any Affiliate or Associate of any Acquiring Person or a representative
or nominee of an Acquiring Person or of any affiliate or associate of
such Acquiring Person and is recommended or elected to succeed the
Continuing Director by a majority of the Continuing Directors.
{PAGE}
(b) "Acquiring Person" means any Person or any individual or group of
Affiliates or Associates of such Person who acquires beneficial
ownership, directly or indirectly, of 20% or more of the outstanding
stock of the Company if such acquisition occurs in whole or in part
following January 17, 2001, except that the term "Acquiring Person"
shall not include a Hanson Family Member or an Affiliate or Associate
of a Hanson Family Member.
(c) "Affiliate" means a Person that directly or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common
control with, the person specified.
(d) "Associate" means (1) any corporate, partnership, limited liability
company, entity or organization (other than the Company or a
majority-owned subsidiary of the Company) of which such a Person is an
officer, director, member, or partner or is, directly or indirectly the
beneficial owner of ten percent (10%) or more of the class of equity
securities, (2) any trust or fund in which such person has a
substantial beneficial interest or as to which such person serves as
trustee or in a similar fiduciary capacity, (3) any relative or spouse
of such person, or any relative of such spouse, or (4) any investment
company for which such person or any Affiliate of such person serves as
investment advisor.
(e) "Hanson Family Member" means John K. Hanson (deceased) and Luise V.
Hanson (and the executors or administrators of their estates), their
lineal descendants (and the executors or administrators of their
estates), the spouses of their lineal descendants (and the executors or
administrators of their estates) and the John K. and Luise V. Hanson
Foundation.
(f) "Person" means an individual, corporation, limited liability company,
partnership, association, joint stock company, trust, unincorporated
organization or government or political subdivision thereof.
3. SPECIAL BENEFITS EFFECTIVE IMMEDIATELY UPON A CHANGE OF CONTROL. If
a Change of Control shall have occurred while the Executive is still an employee
of the Company, then the Executive shall immediately be entitled to the
following benefits:
(a) IMMEDIATE VESTING OF ALL STOCK OPTIONS AND RIGHTS. All
options and rights granted to the Executive by the Company pursuant to the
Company's Stock Option Plan effective as of August 14, 1997, or any successor or
supplemental stock plan shall become immediately exercisable upon a Change of
Control.
(b) RETIREE HEALTH INSURANCE. Any plans or policies of the
Company providing for medical, dental, vision or similar benefits for retired
employees existing as of the time of a Change of Control shall, as to the
Executive, not be rescinded or modified in any manner which is adverse to the
Executive following a Change of Control.
(c) RESTRICTED STOCK. All non-registered stock of the Company
owned by the Executive, which is subject to restrictions on sale or other
transfer, shall, at the option of the Executive (exercisable at any time by the
delivery of written notice to the Company) be purchased by the Company at its
fair market value. The purchase shall be completed by the Company within thirty
(30) days after the Company receives the written notice of exercise from the
Executive. So long as the Company's stock is traded on the New York Stock
Exchange (the "NYSE"), the "fair market value" shall be the mean between the
highest and lowest reported selling prices as reported by the NYSE on the
business day immediately preceding the day of sale.
4. OTHER BENEFITS EFFECTIVE IMMEDIATELY UPON A CHANGE OF CONTROL
PURSUANT TO PLAN DOCUMENTS. It is acknowledged that there presently exist other
plans and agreements of the Company which may provide benefits to the Executive
and which contain specific provisions dealing with the occurrence of a change of
control of the Company (as defined in such plan or agreement). Following a
Change of Control, no such plan or agreement shall be rescinded or modified in
any manner which is adverse to the Executive. Such other plans and agreements of
the Company shall mean: (a) the Executive Share Option Program; (b) the Officers
Long-Term Incentive Plan; (c) the Deferred Compensation and Deferred Bonus
Plans; and (d) the Officers Incentive Compensation Plan. Nothing herein shall be
construed to affect the Company's right and ability to terminate or amend any
such plan or agreement (subject to the terms thereof) prior to a Change of
Control.
166336
|
Winnebago
As referenced in this Executive Change of Control Agreement:
WINNEBAGO INDUSTRIES, – EXHIBIT 10v.
EXECUTIVE CHANGE OF CONTROL AGREEMENT
This EXECUTIVE CHANGE OF CONTROL AGREEMENT is made as of March 13 2003,
by and between WINNEBAGO INDUSTRIES, INC., an Iowa corporation (the "Company"),
and Roger W. Martin (the "Executive").
RECITALS:
WHEREAS, the Executive is a senior executive and officer
_____________
Winnebago Industries, – been duly given when delivered or mailed by United States
registered mail, return receipt registered, postage prepaid, as follows:
If to the Company:
Winnebago Industries, Inc.
Attn: General Counsel
605 W. Crystal Lake Road
P.O. Box 152
Forest City, IA 50436
If to the Executive:
Roger
_____________
WINNEBAGO INDUSTRIES, – such information is not otherwise publicly
disclosed.
IN WITNESS WHEREOF, the parties have executed this agreement on the
date set out above.
COMPANY:
WINNEBAGO INDUSTRIES, INC.
By
--------------------------------------------------
/s/ Bruce D. Hertzke, Chairman of the Board,
Chief Executive Officer and President
EXECUTIVE:
--------------------------------------------------
/s/ Roger W. Martin
{/TEXT}
{/DOCUMENT}
_____________
dt 220699
;
| Roger W. Martin
|
Preview
Full Doc
| 2003 |
Executive Change of Control Agreement
Executive Change of Control Agreement (36K)
Doc #381688: Click preview link for longer preview.
EXECUTIVE CHANGE OF CONTROL AGREEMENT
This EXECUTIVE CHANGE OF CONTROL AGREEMENT is made as of March 13 2003,
by and between WINNEBAGO INDUSTRIES, INC., an Iowa corporation (the "Company"),
and Roger W. Martin (the "Executive").
RECITALS:
WHEREAS, the Executive is a senior executive and officer of the Company
and has made and is expected to continue to make major contributions to the
profitability, growth and financial strength of the Company;
WHEREAS, the Company recognizes that, as is the case for most publicly
held companies, the possibility of a Change of Control (as hereafter defined)
exists;
WHEREAS, it is in the best interests of the Company, considering the
past and future services of the Executive, to improve the security and climate
for objective decision making by providing for the personal security of the
Executive upon a Change of Control.
NOW, THEREFORE, in consideration of the foregoing premises and the past
and future services rendered and to be rendered by the Executive to the Company
and of the mutual covenants and agreements hereinafter set forth, the parties
agree as follows:
AGREEMENT:
1. CONTINUED SERVICE BY EXECUTIVE. In the event a person or entity, in
order to effect a Change of Control, commences a tender or exchange offer,
circulates a proxy to shareholders or takes other steps, the Executive agrees
that the Executive will not voluntarily leave the employ of the Company, and
will render faithful services to the Company consistent with Executive's
position and responsibilities, until the person or entity has abandoned or
terminated its efforts to effect such Change of Control or until such Change of
Control has occurred.
2. CHANGE OF CONTROL. For purposes of this Agreement, the term "Change
of Control" means the time when (i) any Person becomes an Acquiring Person, or
(ii) individuals who shall qualify as Continuing Directors of the Company shall
have ceased for any reason to constitute at least a majority of the Board of
Directors of the Company; PROVIDED HOWEVER, that in the case of either clause
(i) or (ii) a Change of Control shall not be deemed to have occurred if the
event shall have been approved prior to the occurrence thereof by a majority of
the Continuing Directors who shall then be members of such Board of Directors,
and in the case of clause (i) a Change of Control shall not be deemed to have
occurred upon the acquisition of stock of the Company by a pension,
profit-sharing, stock bonus, employee stock ownership plan or other retirement
plan intended to be qualified under Section 401(a) of the Internal Revenue Code
of 1986, as amended, established by the Company or any subsidiary of the
Company. (In addition, stock held by such a plan shall not be treated as
outstanding in determining ownership percentages for purposes of this
definition.)
For the purpose of the foregoing definition of "Change of Control", the
capitalized terms shall have the following meanings:
(a) "Continuing Director" means (i) any member of the Board of Directors of
the Company, while such person as a member of the Board, who is not an
Affiliate or Associate of any Acquiring Person or of any such Acquiring
Person's Affiliate or Associate and was a member of the Board prior to
the time when such Acquiring Person shall have become an Acquiring
Person, and (ii) any successor of a Continuing Director, while such
successor is a member of the Board, who is not an Acquiring Person or
any Affiliate or Associate of any Acquiring Person or a representative
or nominee of an Acquiring Person or of any affiliate or associate of
such Acquiring Person and is recommended or elected to succeed the
Continuing Director by a majority of the Continuing Directors.
{PAGE}
(b) "Acquiring Person" means any Person or any individual or group of
Affiliates or Associates of such Person who acquires beneficial
ownership, directly or indirectly, of 20% or more of the outstanding
stock of the Company if such acquisition occurs in whole or in part
following January 17, 2001, except that the term "Acquiring Person"
shall not include a Hanson Family Member or an Affiliate or Associate
of a Hanson Family Member.
(c) "Affiliate" means a Person that directly or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common
control with, the person specified.
(d) "Associate" means (1) any corporate, partnership, limited liability
company, entity or organization (other than the Company or a
majority-owned subsidiary of the Company) of which such a Person is an
officer, director, member, or partner or is, directly or indirectly the
beneficial owner of ten percent (10%) or more of the class of equity
securities, (2) any trust or fund in which such person has a
substantial beneficial interest or as to which such person serves as
trustee or in a similar fiduciary capacity, (3) any relative or spouse
of such person, or any relative of such spouse, or (4) any investment
company for which such person or any Affiliate of such person serves as
investment advisor.
(e) "Hanson Family Member" means John K. Hanson (deceased) and Luise V.
Hanson (and the executors or administrators of their estates), their
lineal descendants (and the executors or administrators of their
estates), the spouses of their lineal descendants (and the executors or
administrators of their estates) and the John K. and Luise V. Hanson
Foundation.
(f) "Person" means an individual, corporation, limited liability company,
partnership, association, joint stock company, trust, unincorporated
organization or government or political subdivision thereof.
3. SPECIAL BENEFITS EFFECTIVE IMMEDIATELY UPON A CHANGE OF CONTROL. If
a Change of Control shall have occurred while the Executive is still an employee
of the Company, then the Executive shall immediately be entitled to the
following benefits:
381688
|
Winnebago
As referenced in this Executive Change of Control Agreement:
WINNEBAGO INDUSTRIES, INC – DESCRIPTION}EXECUTIVE CHANGE OF CONTROL AGREEMENT
{TEXT}
EXHIBIT 10v.
EXECUTIVE CHANGE OF CONTROL AGREEMENT
This EXECUTIVE CHANGE OF CONTROL AGREEMENT is made as of March 13 2003,
by and between WINNEBAGO INDUSTRIES, INC ., an Iowa corporation (the "Company"),
and Roger W. Martin (the "Executive").
RECITALS:
WHEREAS, the Executive is a senior executive and officer of the Company
and has made and is
_____________
Winnebago Industries, Inc – writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt registered, postage prepaid, as follows:
If to the Company:
Winnebago Industries, Inc .
Attn: General Counsel
605 W. Crystal Lake Road
P.O. Box 152
Forest City, IA 50436
If to the Executive:
Roger W. Martin
107 Dellwood Drive
Forest City, IA
_____________
WINNEBAGO INDUSTRIES, INC – Company
and its business so long as such information is not otherwise publicly
disclosed.
IN WITNESS WHEREOF, the parties have executed this agreement on the
date set out above.
COMPANY:
WINNEBAGO INDUSTRIES, INC .
By
--------------------------------------------------
/s/ Bruce D. Hertzke, Chairman of the Board,
Chief Executive Officer and President
EXECUTIVE:
--------------------------------------------------
/s/ Roger W. Martin
{/TEXT}
{/DOCUMENT}
_____________
dt 1318269
| |
Preview
Full Doc
| 2001 |
Executive Change of Control Agreement
Executive Change of Control Agreement (38K)
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EXECUTIVE CHANGE OF CONTROL AGREEMENT
This EXECUTIVE CHANGE OF CONTROL AGREEMENT is made as of July 12, 2001,
by and between WINNEBAGO INDUSTRIES, INC., an Iowa corporation (the "Company"),
and William J. O'Leary (the "Executive").
RECITALS:
WHEREAS, the Executive is a senior executive and officer of the Company
and has made and is expected to continue to make major contributions to the
profitability, growth and financial strength of the Company;
WHEREAS, the Company recognizes that, as is the case for most publicly
held companies, the possibility of a Change of Control (as hereafter defined)
exists;
WHEREAS, it is in the best interests of the Company, considering the
past and future services of the Executive, to improve the security and climate
for objective decision making by providing for the personal security of the
Executive upon a Change of Control.
NOW, THEREFORE, in consideration of the foregoing premises and the past
and future services rendered and to be rendered by the Executive to the Company
and of the mutual covenants and agreements hereinafter set forth, the parties
agree as follows:
A G R E E M E N T:
1. CONTINUED SERVICE BY EXECUTIVE. In the event a person or entity, in
order to effect a Change of Control, commences a tender or exchange offer,
circulates a proxy to shareholders or takes other steps, the Executive agrees
that the Executive will not voluntarily leave the employ of the Company, and
will render faithful services to the Company consistent with Executive's
position and responsibilities, until the person or entity has abandoned or
terminated its efforts to effect such Change of Control or until such Change of
Control has occurred.
2. CHANGE OF CONTROL. For purposes of this Agreement, the term "Change
of Control" means the time when (i) any Person becomes an Acquiring Person, or
(ii) individuals who shall qualify as Continuing Directors of the Company shall
have ceased for any reason to constitute at least a majority of the Board of
Directors of the Company; PROVIDED HOWEVER, that in the case of either clause
(i) or (ii) a Change of Control shall not be deemed to have occurred if the
event shall have been approved prior to the occurrence thereof by a majority of
the Continuing Directors who shall then be members of such Board of Directors,
and in the case of clause (i) a Change of Control shall not be deemed to have
occurred upon the acquisition of stock of the Company by a pension, profit
sharing, stock bonus, employee stock ownership plan or other retirement plan
intended to be qualified under Section 401(a) of the Internal Revenue Code of
1986, as amended, established by the Company or any subsidiary of the Company.
(In addition, stock held by such a plan shall not be treated as outstanding in
determining ownership percentages for purposes of this definition.)
For the purpose of the foregoing definition of "Change of Control," the
capitalized terms shall have the following meanings:
{PAGE}
(a) "Continuing Director" means (i) any member of the Board of
Directors of the Company, while such person as a member of the
Board, who is not an Affiliate or Associate of any Acquiring
Person or of any such Acquiring Person's Affiliate or
Associate and was a member of the Board prior to the time when
such Acquiring Person shall have become an Acquiring Person,
and (II) any successor of a Continuing Director, while such
successor is a member of the Board, who is not an Acquiring
Person or any Affiliate or Associate of any Acquiring Person
or a representative or nominee of an Acquiring Person or of
any affiliate or associate of such Acquiring Person and is
recommended or elected to succeed the Continuing Director by a
majority of the Continuing Directors.
(b) "Acquiring Person" means any Person or any individual or group
of Affiliates or Associates of such Person who acquires
beneficial ownership, directly or indirectly, of 20% or more
of the outstanding stock of the Company if such acquisition
occurs in whole or in part following January 17, 2001, except
that the term "Acquiring Person" shall not include a Hanson
Family Member or an Affiliate or Associate of a Hanson Family
Member.
(c) "Affiliate" means a Person that directly or indirectly through
one or more intermediaries, controls, or is controlled by, or
is under common control with, the person specified.
(d) "Associate" means (1) any corporate, partnership, limited
liability company, entity or organization (other than the
Company or a majority-owned subsidiary of the Company) of
which such a Person is an officer, director, member, or
partner or is, directly or indirectly the beneficial owner of
ten percent (10%) or more of the class of equity securities,
(2) any trust or fund in which such person has a substantial
beneficial interest or as to which such person serves as
trustee or in a similar fiduciary capacity, (3) any relative
or spouse of such person, or any relative of such spouse, or
(4) any investment company for which such person or any
Affiliate of such person serves as investment advisor.
(e) "Hanson Family Member" means John K. Hanson (deceased) and
Luise V. Hanson (and the executors or administrators of their
estates), their lineal descendants (and the executors or
administrators of their estates), the spouses of their lineal
descendants (and the executors or administrators of their
estates) and the John K. and Luise V. Hanson Foundation.
(f) "Person" means an individual, corporation, limited liability
company, partnership, association, joint stock company, trust,
unincorporated organization or government or political
subdivision thereof.
3. SPECIAL BENEFITS EFFECTIVE IMMEDIATELY UPON A CHANGE OF CONTROL. If
a Change of Control shall have occurred while the Executive is still an employee
of the Company, then the Executive shall immediately be entitled to the
following benefits:
381702
|
Winnebago
As referenced in this Executive Change of Control Agreement:
WINNEBAGO INDUSTRIES, INC – DESCRIPTION}EXECUTIVE CHANGE OF CONTROL AGREEMENT
{TEXT}
EXHIBIT 10t.
EXECUTIVE CHANGE OF CONTROL AGREEMENT
This EXECUTIVE CHANGE OF CONTROL AGREEMENT is made as of July 12, 2001,
by and between WINNEBAGO INDUSTRIES, INC ., an Iowa corporation (the "Company"),
and William J. O'Leary (the "Executive").
RECITALS:
WHEREAS, the Executive is a senior executive and officer of the Company
and has made and
_____________
Winnebago Industries, Inc – be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt registered, postage prepaid, as follows:
If to the Company:
Attn: General Counsel
Winnebago Industries, Inc .
605 W. Crystal Lake Road
P.O. Box 152
Forest City, Iowa 50436
If to the Executive:
William J. O'Leary
765 - 11th Street Place
Garner, Iowa 50438
or
_____________
WINNEBAGO INDUSTRIES, INC – Company and
its business so long as such information is not otherwise publicly disclosed.
IN WITNESS WHEREOF, the parties have executed this agreement on the
date set out above.
COMPANY:
WINNEBAGO INDUSTRIES, INC .
By:
--------------------------------------
Bruce D. Hertzke
Chairman of the Board, Chief Executive
Officer and President
EXECUTIVE:
------------------------------------------
William J. O'Leary
{/TEXT}
{/DOCUMENT}
_____________
dt 1318273
| |
Preview
Full Doc
| 2001 |
Executive Change of Control Agreement
Executive Change of Control Agreement (39K)
Doc #381709: Click preview link for longer preview.
EXECUTIVE CHANGE OF CONTROL AGREEMENT
This EXECUTIVE CHANGE OF CONTROL AGREEMENT is made as of January 17,
2001, by and between WINNEBAGO INDUSTRIES, INC., an Iowa corporation (the
"Company"), and Bruce D. Hertzke (the "Executive").
RECITALS
WHEREAS, the Executive is a senior executive and officer of the Company
and has made and is expected to continue to make major contributions to the
profitability, growth and financial strength of the Company;
WHEREAS, the Company recognizes that, as is the case for most publicly
held companies, the possibility of a Change of Control (as hereafter defined)
exists;
WHEREAS, it is in the best interests of the Company, considering the
past and future services of the Executive, to improve the security and climate
for objective decision making by providing for the personal security of the
Executive upon a Change of Control.
NOW, THEREFORE, in consideration of the foregoing premises and the past
and future services rendered and to be rendered by the Executive to the Company
and of the mutual covenants and agreements hereinafter set forth, the parties
agree as follows:
AGREEMENT
1. CONTINUED SERVICE BY EXECUTIVE. In the event a person or entity, in
order to effect a Change of Control, commences a tender or exchange offer,
circulates a proxy to shareholders or takes other steps, the Executive agrees
that the Executive will not voluntarily leave the employ of the Company, and
will render faithful services to the Company consistent with Executive's
position and responsibilities, until the person or entity has abandoned or
terminated its efforts to effect such Change of Control or until such Change of
Control has occurred.
2. CHANGE OF CONTROL. For purposes of this Agreement, the term "Change
of Control" means the time when (i) any Person becomes an Acquiring Person, or
(ii) individuals who shall qualify as Continuing Directors of the Company shall
have ceased for any reason to constitute at least a majority of the Board of
Directors of the Company; PROVIDED HOWEVER, that in the case of either clause
(i) or (ii) a Change of Control shall not be deemed to have occurred if the
event shall have been approved prior to the occurrence thereof by a majority of
the Continuing Directors who shall then be members of such Board of Directors,
and in the case of clause (i) a Change of Control shall not be deemed to have
occurred upon the acquisition of stock of the Company by a pension, profit
sharing, stock bonus, employee stock ownership plan or other retirement plan
intended to be qualified under Section 401(a) of the Internal Revenue Code of
1986, as amended, established by the Company or any subsidiary of the Company.
(In addition, stock held by such a plan shall not be treated as outstanding in
determining ownership percentages for purposes of this definition.)
For the purpose of the foregoing definition of "Change of Control," the
capitalized terms shall have the following meanings:
1
{PAGE}
(a) "Continuing Director" means (i) any member of the Board of
Directors of the Company, while such person as a member of the
Board, who is not an Affiliate or Associate of any Acquiring
Person or of any such Acquiring Person's Affiliate or
Associate and was a member of the Board prior to the time when
such Acquiring Person shall have become an Acquiring Person,
and (ii) any successor of a Continuing Director, while such
successor is a member of the Board, who is not an Acquiring
Person or any Affiliate or Associate of any Acquiring Person
or a representative or nominee of an Acquiring Person or of
any affiliate or associate of such Acquiring Person and is
recommended or elected to succeed the Continuing Director by a
majority of the Continuing Directors.
(b) "Acquiring Person" means any Person or any individual or group
of Affiliates or Associates of such Person who acquires
beneficial ownership, directly or indirectly, of 20% or more
of the outstanding stock of the Company if such acquisition
occurs in whole or in part following January 17, 2001, except
that the term "Acquiring Person" shall not include a Hanson
Family Member or an Affiliate or Associate of a Hanson Family
Member.
(c) "Affiliate" means a Person that directly or indirectly through
one or more intermediaries, controls, or is controlled by, or
is under common control with, the person specified.
(d) "Associate" means (1) any corporate, partnership, limited
liability company, entity or organization (other than the
Company or a majority-owned subsidiary of the Company) of
which such a Person is an officer, director, member, or
partner or is, directly or indirectly the beneficial owner of
ten percent (10%) or more of the class of equity securities,
(2) any trust or fund in which such person has a substantial
beneficial interest or as to which such person serves as
trustee or in a similar fiduciary capacity, (3) any relative
or spouse of such person, or any relative of such spouse, or
(4) any investment company for which such person or any
Affiliate of such person serves as investment advisor.
(e) "Hanson Family Member" means John K. Hanson (deceased) and
Luise V. Hanson (and the executors or administrators of their
estates), their lineal descendants (and the executors or
administrators of their estates), the spouses of their lineal
descendants (and the executors or administrators of their
estates) and the John K. and Luise V. Hanson Foundation.
(f) "Person" means an individual, corporation, limited liability
company, partnership, association, joint stock company, trust,
unincorporated organization or government or political
subdivision thereof.
3. SPECIAL BENEFITS EFFECTIVE IMMEDIATELY UPON A CHANGE OF CONTROL. If
a Change of Control shall have occurred while the Executive is still an employee
of the Company, then the Executive shall immediately be entitled to the
following benefits:
381709
|
Winnebago
As referenced in this Executive Change of Control Agreement:
WINNEBAGO INDUSTRIES, INC – 10N EXECUTIVE CHANGE OF CONTROL AGREEMENT
{TEXT}
EXHIBIT 10n.
EXECUTIVE CHANGE OF CONTROL AGREEMENT
This EXECUTIVE CHANGE OF CONTROL AGREEMENT is made as of January 17,
2001, by and between WINNEBAGO INDUSTRIES, INC ., an Iowa corporation (the
"Company"), and Bruce D. Hertzke (the "Executive").
RECITALS
WHEREAS, the Executive is a senior executive and officer of the Company
and has made and is
_____________
Winnebago Industries, Inc – be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt registered, postage prepaid, as follows:
If to the Company:
Attn: General Counsel
Winnebago Industries, Inc .
605 W. Crystal Lake Road
P.O. Box 152
Forest City, IA 50436
If to the Executive:
Bruce D. Hertzke
3368 Sage Drive
Forest City, IA 50436
or such
_____________
WINNEBAGO INDUSTRIES, INC – Company and
its business so long as such information is not otherwise publicly disclosed.
IN WITNESS WHEREOF, the parties have executed this agreement on the
date set out above.
COMPANY:
WINNEBAGO INDUSTRIES, INC .
By:
-----------------------------------
Raymond M. Beebe
Vice President-General Counsel and
Secretary
EXECUTIVE:
By:
-----------------------------------
Bruce D. Hertzke
10
{/TEXT}
{/DOCUMENT}
_____________
dt 1318275
| |
Preview
Full Doc
| 2001 |
Executive Change of Control Agreement
Executive Change of Control Agreement (39K)
Doc #381710: Click preview link for longer preview.
EXECUTIVE CHANGE OF CONTROL AGREEMENT
This EXECUTIVE CHANGE OF CONTROL AGREEMENT is made as of January 17,
2001, by and between WINNEBAGO INDUSTRIES, INC., an Iowa corporation (the
"Company"), and Edwin F. Barker (the "Executive").
RECITALS:
WHEREAS, the Executive is a senior executive and officer of the Company
and has made and is expected to continue to make major contributions to the
profitability, growth and financial strength of the Company;
WHEREAS, the Company recognizes that, as is the case for most publicly
held companies, the possibility of a Change of Control (as hereafter defined)
exists;
WHEREAS, it is in the best interests of the Company, considering the
past and future services of the Executive, to improve the security and climate
for objective decision making by providing for the personal security of the
Executive upon a Change of Control.
NOW, THEREFORE, in consideration of the foregoing premises and the past
and future services rendered and to be rendered by the Executive to the Company
and of the mutual covenants and agreements hereinafter set forth, the parties
agree as follows:
AGREEMENT:
1. CONTINUED SERVICE BY EXECUTIVE. In the event a person or entity, in
order to effect a Change of Control, commences a tender or exchange offer,
circulates a proxy to shareholders or takes other steps, the Executive agrees
that the Executive will not voluntarily leave the employ of the Company, and
will render faithful services to the Company consistent with Executive's
position and responsibilities, until the person or entity has abandoned or
terminated its efforts to effect such Change of Control or until such Change of
Control has occurred.
2. CHANGE OF CONTROL. For purposes of this Agreement, the term "Change
of Control" means the time when (i) any Person becomes an Acquiring Person, or
(ii) individuals who shall qualify as Continuing Directors of the Company shall
have ceased for any reason to constitute at least a majority of the Board of
Directors of the Company; PROVIDED HOWEVER, that in the case of either clause
(i) or (ii) a Change of Control shall not be deemed to have occurred if the
event shall have been approved prior to the occurrence thereof by a majority of
the Continuing Directors who shall then be members of such Board of Directors,
and in the case of clause (i) a Change of Control shall not be deemed to have
occurred upon the acquisition of stock of the Company by a pension, profit
sharing, stock bonus, employee stock ownership plan or other retirement plan
intended to be qualified under Section 401(a) of the Internal Revenue Code of
1986, as amended, established by the Company or any subsidiary of the Company.
(In addition, stock held by such a plan shall not be treated as outstanding in
determining ownership percentages for purposes of this definition.)
For the purpose of the foregoing definition of "Change of Control," the
capitalized terms shall have the following meanings:
1
{PAGE}
(a) "Continuing Director" means (i) any member of the Board of
Directors of the Company, while such person as a member of the
Board, who is not an Affiliate or Associate of any Acquiring
Person or of any such Acquiring Person's Affiliate or
Associate and was a member of the Board prior to the time when
such Acquiring Person shall have become an Acquiring Person,
and (ii) any successor of a Continuing Director, while such
successor is a member of the Board, who is not an Acquiring
Person or any Affiliate or Associate of any Acquiring Person
or a representative or nominee of an Acquiring Person or of
any affiliate or associate of such Acquiring Person and is
recommended or elected to succeed the Continuing Director by a
majority of the Continuing Directors.
(b) "Acquiring Person" means any Person or any individual or group
of Affiliates or Associates of such Person who acquires
beneficial ownership, directly or indirectly, of 20% or more
of the outstanding stock of the Company if such acquisition
occurs in whole or in part following January 17, 2001, except
that the term "Acquiring Person" shall not include a Hanson
Family Member or an Affiliate or Associate of a Hanson Family
Member.
(c) "Affiliate" means a Person that directly or indirectly through
one or more intermediaries, controls, or is controlled by, or
is under common control with, the person specified.
(d) "Associate" means (1) any corporate, partnership, limited
liability company, entity or organization (other than the
Company or a majority-owned subsidiary of the Company) of
which such a Person is an officer, director, member, or
partner or is, directly or indirectly the beneficial owner of
ten percent (10%) or more of the class of equity securities,
(2) any trust or fund in which such person has a substantial
beneficial interest or as to which such person serves as
trustee or in a similar fiduciary capacity, (3) any relative
or spouse of such person, or any relative of such spouse, or
(4) any investment company for which such person or any
Affiliate of such person serves as investment advisor.
(e) "Hanson Family Member" means John K. Hanson (deceased) and
Luise V. Hanson (and the executors or administrators of their
estates), their lineal descendants (and the executors or
administrators of their estates), the spouses of their lineal
descendants (and the executors or administrators of their
estates) and the John K. and Luise V. Hanson Foundation.
(f) "Person" means an individual, corporation, limited liability
company, partnership, association, joint stock company, trust,
unincorporated organization or government or political
subdivision thereof.
3. SPECIAL BENEFITS EFFECTIVE IMMEDIATELY UPON A CHANGE OF CONTROL. If
a Change of Control shall have occurred while the Executive is still an employee
of the Company, then the Executive shall immediately be entitled to the
following benefits:
381710
|
Winnebago
As referenced in this Executive Change of Control Agreement:
WINNEBAGO INDUSTRIES, INC – 10O EXECUTIVE CHANGE OF CONTROL AGREEMENT
{TEXT}
EXHIBIT 10o.
EXECUTIVE CHANGE OF CONTROL AGREEMENT
This EXECUTIVE CHANGE OF CONTROL AGREEMENT is made as of January 17,
2001, by and between WINNEBAGO INDUSTRIES, INC ., an Iowa corporation (the
"Company"), and Edwin F. Barker (the "Executive").
RECITALS:
WHEREAS, the Executive is a senior executive and officer of the Company
and has made and is
_____________
Winnebago Industries, Inc – be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt registered, postage prepaid, as follows:
If to the Company:
Attn: General Counsel
Winnebago Industries, Inc .
605 W. Crystal Lake Road
P.O. Box 152
Forest City, IA 50436
If to the Executive:
Edwin F. Barker
2680 Taft Avenue
Garner, IA 50438
or such other
_____________
WINNEBAGO INDUSTRIES, INC – Company and
its business so long as such information is not otherwise publicly disclosed.
IN WITNESS WHEREOF, the parties have executed this agreement on the
date set out above.
COMPANY:
WINNEBAGO INDUSTRIES, INC .
By:
--------------------------------------
Bruce D. Hertzke
Chairman of the Board, Chief Executive
Officer and President
EXECUTIVE:
------------------------------------------
Edwin F. Barker
10
{/TEXT}
{/DOCUMENT}
_____________
dt 1318276
| |
Preview
Full Doc
| 2001 |
Executive Change of Control Agreement
Executive Change of Control Agreement (39K)
Doc #381711: Click preview link for longer preview.
EXECUTIVE CHANGE OF CONTROL AGREEMENT
This EXECUTIVE CHANGE OF CONTROL AGREEMENT is made as of January 17,
2001, by and between WINNEBAGO INDUSTRIES, INC., an lowa corporation (the
"Company"), and Raymond M. Beebe (the "Executive").
RECITALS
WHEREAS, the Executive is a senior executive and officer of the Company
and has made and is expected to continue to make major contributions to the
profitability, growth and financial strength of the Company;
WHEREAS, the Company recognizes that, as is the case for most publicly
held companies, the possibility of a Change of Control (as hereafter defined)
exists;
WHEREAS, it is in the best interests of the Company, considering the
past and future services of the Executive, to improve the security and climate
for objective decision making by providing for the personal security of the
Executive upon a Change of Control.
NOW, THEREFORE, in consideration of the foregoing premises and the past
and future services rendered and to be rendered by the Executive to the Company
and of the mutual covenants and agreements hereinafter set forth, the parties
agree as follows:
AGREEMENT
1. CONTINUED SERVICE BY EXECUTIVE. In the event a person or entity, in
order to effect a Change of Control, commences a tender or exchange offer,
circulates a proxy to shareholders or takes other steps, the Executive agrees
that the Executive will not voluntarily leave the employ of the Company, and
will render faithful services to the Company consistent with Executive's
position and responsibilities, until the person or entity has abandoned or
terminated its efforts to effect such Change of Control or until such Change of
Control has occurred.
2. CHANGE OF CONTROL. For purposes of this Agreement, the term "Change
of Control" means the time when (i) any Person becomes an Acquiring Person, or
(ii) individuals who shall qualify as Continuing Directors of the Company shall
have ceased for any reason to constitute at least a majority of the Board of
Directors of the Company; PROVIDED HOWEVER, that in the case of either clause
(i) or (ii) a Change of Control shall not be deemed to have occurred if the
event shall have been approved prior to the occurrence thereof by a majority of
the Continuing Directors who shall then be members of such Board of Directors,
and in the case of clause (i) a Change of Control shall not be deemed to have
occurred upon the acquisition of stock of the Company by a pension, profit
sharing, stock bonus, employee stock ownership plan or other retirement plan
intended to be qualified under Section 401(a) of the Internal Revenue Code of
1986, as amended, established by the Company or any subsidiary of the Company.
(In addition, stock held by such a plan shall not be treated as outstanding in
determining ownership percentages for purposes of this definition.)
For the purpose of the foregoing definition of "Change of Control," the
capitalized terms shall have the following meanings:
1
{PAGE}
(a) "Continuing Director" means (i) any member of the Board of
Directors of the Company, while such person as a member of the
Board, who is not an Affiliate or Associate of any Acquiring
Person or of any such Acquiring Person's Affiliate or
Associate and was a member of the Board prior to the time when
such Acquiring Person shall have become an Acquiring Person,
and (ii) any successor of a Continuing Director, while such
successor is a member of the Board, who is not an Acquiring
Person or any Affiliate or Associate of any Acquiring Person
or a representative or nominee of an Acquiring Person or of
any affiliate or associate of such Acquiring Person and is
recommended or elected to succeed the Continuing Director by a
majority of the Continuing Directors.
(b) "Acquiring Person" means any Person or any individual or group
of Affiliates or Associates of such Person who acquires
beneficial ownership, directly or indirectly, of 20% or more
of the outstanding stock of the Company if such acquisition
occurs in whole or in part following January 17, 2001, except
that the term "Acquiring Person" shall not include a Hanson
Family Member or an Affiliate or Associate of a Hanson Family
Member.
(c) "Affiliate" means a Person that directly or indirectly through
one or more intermediaries, controls, or is controlled by, or
is under common control with, the person specified.
(d) "Associate" means (1) any corporate, partnership, limited
liability company, entity or organization (other than the
Company or a majority-owned subsidiary of the Company) of
which such a Person is an officer, director, member, or
partner or is, directly or indirectly the beneficial owner of
ten percent (10%) or more of the class of equity securities,
(2) any trust or fund in which such person has a substantial
beneficial interest or as to which such person serves as
trustee or in a similar fiduciary capacity, (3) any relative
or spouse of such person, or any relative of such spouse, or
(4) any investment company for which such person or any
Affiliate of such person serves as investment advisor.
(e) "Hanson Family Member" means John K. Hanson (deceased) and
Luise V. Hanson (and the executors or administrators of their
estates), their lineal descendants (and the executors or
administrators of their estates), the spouses of their lineal
descendants (and the executors or administrators of their
estates) and the John K. and Luise V. Hanson Foundation.
(f) "Person" means an individual, corporation, limited liability
company, partnership, association, joint stock company, trust,
unincorporated organization or government or political
subdivision thereof.
3. SPECIAL BENEFITS EFFECTIVE IMMEDIATELY UPON A CHANGE OF CONTROL. If
a Change of Control shall have occurred while the Executive is still an employee
of the Company, then the Executive shall immediately be entitled to the
following benefits:
381711
|
Winnebago
As referenced in this Executive Change of Control Agreement:
WINNEBAGO INDUSTRIES, INC – 10P EXECUTIVE CHANGE OF CONTROL AGREEMENT
{TEXT}
EXHIBIT 10p.
EXECUTIVE CHANGE OF CONTROL AGREEMENT
This EXECUTIVE CHANGE OF CONTROL AGREEMENT is made as of January 17,
2001, by and between WINNEBAGO INDUSTRIES, INC ., an lowa corporation (the
"Company"), and Raymond M. Beebe (the "Executive").
RECITALS
WHEREAS, the Executive is a senior executive and officer of the Company
and has made and is
_____________
Winnebago Industries, Inc – be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt registered, postage prepaid, as follows:
If to the Company:
Attn: General Counsel
Winnebago Industries, Inc .
605 W. Crystal Lake Road
P.O. Box 152
Forest City, IA 50436
If to the Executive:
Raymond M. Beebe
17121 - 350th Street
Forest City, IA 50436
or such
_____________
WINNEBAGO INDUSTRIES, INC – Company and
its business so long as such information is not otherwise publicly disclosed.
IN WITNESS WHEREOF, the parties have executed this agreement on the
date set out above.
COMPANY:
WINNEBAGO INDUSTRIES, INC .
By:
--------------------------------------
Bruce D. Hertzke
Chairman of the Board, Chief Executive
Officer and President
EXECUTIVE:
------------------------------------------
Raymond M. Beebe
10
{/TEXT}
{/DOCUMENT}
_____________
dt 1318277
| |
Preview
Full Doc
| 2001 |
Executive Change of Control Agreement
Executive Change of Control Agreement (38K)
Doc #381712: Click preview link for longer preview.
EXECUTIVE CHANGE OF CONTROL AGREEMENT
This EXECUTIVE CHANGE OF CONTROL AGREEMENT is made as of January 17,
2001, by and between WINNEBAGO INDUSTRIES, INC., an Iowa corporation (the
"Company"), and Robert L. Gossett (the "Executive").
RECITALS
WHEREAS, the Executive is a senior executive and officer of the Company
and has made and is expected to continue to make major contributions to the
profitability, growth and financial strength of the Company;
WHEREAS, the Company recognizes that, as is the case for most publicly
held companies, the possibility of a Change of Control (as hereafter defined)
exists;
WHEREAS, it is in the best interests of the Company, considering the
past and future services of the Executive, to improve the security and climate
for objective decision making by providing for the personal security of the
Executive upon a Change of Control.
NOW, THEREFORE, in consideration of the foregoing premises and the past
and future services rendered and to be rendered by the Executive to the Company
and of the mutual covenants and agreements hereinafter set forth, the parties
agree as follows:
AGREEMENT
1. CONTINUED SERVICE BY EXECUTIVE. In the event a person or entity, in
order to effect a Change of Control, commences a tender or exchange offer,
circulates a proxy to shareholders or takes other steps, the Executive agrees
that the Executive will not voluntarily leave the employ of the Company, and
will render faithful services to the Company consistent with Executive's
position and responsibilities, until the person or entity has abandoned or
terminated its efforts to effect such Change of Control or until such Change of
Control has occurred.
2. CHANGE OF CONTROL. For purposes of this Agreement, the term "Change
of Control" means the time when (i) any Person becomes an Acquiring Person, or
(ii) individuals who shall qualify as Continuing Directors of the Company shall
have ceased for any reason to constitute at least a majority of the Board of
Directors of the Company; PROVIDED HOWEVER, that in the case of either clause
(i) or (ii) a Change of Control shall not be deemed to have occurred if the
event shall have been approved prior to the occurrence thereof by a majority of
the Continuing Directors who shall then be members of such Board of Directors,
and in the case of clause (i) a Change of Control shall not be deemed to have
occurred upon the acquisition of stock of the Company by a pension, profit
sharing, stock bonus, employee stock ownership plan or other retirement plan
intended to be qualified under Section 401(a) of the Internal Revenue Code of
1986, as amended, established by the Company or any subsidiary of the Company.
(In addition, stock held by such a plan shall not be treated as outstanding in
determining ownership percentages for purposes of this definition.)
For the purpose of the foregoing definition of "Change of Control," the
capitalized terms shall have the following meanings:
1
{PAGE}
(a) "Continuing Director" means (i) any member of the Board of
Directors of the Company, while such person as a member of the
Board, who is not an Affiliate or Associate of any Acquiring
Person or of any such Acquiring Person's Affiliate or
Associate and was a member of the Board prior to the time when
such Acquiring Person shall have become an Acquiring Person,
and (ii) any successor of a Continuing Director, while such
successor is a member of the Board, who is not an Acquiring
Person or any Affiliate or Associate of any Acquiring Person
or a representative or nominee of an Acquiring Person or of
any affiliate or associate of such Acquiring Person and is
recommended or elected to succeed the Continuing Director by a
majority of the Continuing Directors.
(b) "Acquiring Person" means any Person or any individual or group
of Affiliates or Associates of such Person who acquires
beneficial ownership, directly or indirectly, of 20% or more
of the outstanding stock of the Company if such acquisition
occurs in whole or in part following January 17, 2001, except
that the term "Acquiring Person" shall not include a Hanson
Family Member or an Affiliate or Associate of a Hanson Family
Member.
(c) "Affiliate" means a Person that directly or indirectly through
one or more intermediaries, controls, or is controlled by, or
is under common control with, the person specified.
(d) "Associate" means (1) any corporate, partnership, limited
liability company, entity or organization (other than the
Company or a majority-owned subsidiary of the Company) of
which such a Person is an officer, director, member, or
partner or is, directly or indirectly the beneficial owner of
ten percent (10%) or more of the class of equity securities,
(2) any trust or fund in which such person has a substantial
beneficial interest or as to which such person serves as
trustee or in a similar fiduciary capacity, (3) any relative
or spouse of such person, or any relative of such spouse, or
(4) any investment company for which such person or any
Affiliate of such person serves as investment advisor.
(e) "Hanson Family Member" means John K. Hanson (deceased) and
Luise V. Hanson (and the executors or administrators of their
estates), their lineal descendants (and the executors or
administrators of their estates), the spouses of their lineal
descendants (and the executors or administrators of their
estates) and the John K. and Luise V. Hanson Foundation.
(f) "Person" means an individual, corporation, limited liability
company, partnership, association, joint stock company, trust,
unincorporated organization or government or political
subdivision thereof.
3. SPECIAL BENEFITS EFFECTIVE IMMEDIATELY UPON A CHANGE OF CONTROL. If
a Change of Control shall have occurred while the Executive is still an employee
of the Company, then the Executive shall immediately be entitled to the
following benefits:
381712
|
Winnebago
As referenced in this Executive Change of Control Agreement:
WINNEBAGO INDUSTRIES, INC – 10Q EXECUTIVE CHANGE OF CONTROL AGREEMENT
{TEXT}
EXHIBIT 10q.
EXECUTIVE CHANGE OF CONTROL AGREEMENT
This EXECUTIVE CHANGE OF CONTROL AGREEMENT is made as of January 17,
2001, by and between WINNEBAGO INDUSTRIES, INC ., an Iowa corporation (the
"Company"), and Robert L. Gossett (the "Executive").
RECITALS
WHEREAS, the Executive is a senior executive and officer of the Company
and has made and is
_____________
Winnebago Industries, Inc – be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt registered, postage prepaid, as follows:
If to the Company:
Attn: General Counsel
Winnebago Industries, Inc .
605 W. Crystal Lake Road
P.O. Box 152
Forest City, IA 50436
If to the Executive:
Robert L. Gossett
2713 Campus Lane
Albert Lea, MN 56007
or such
_____________
WINNEBAGO INDUSTRIES, INC – Company and
its business so long as such information is not otherwise publicly disclosed.
IN WITNESS WHEREOF, the parties have executed this agreement on the
date set out above.
COMPANY:
WINNEBAGO INDUSTRIES, INC .
By:
--------------------------------------
Bruce D. Hertzke
Chairman of the Board, Chief Executive
Officer and President
EXECUTIVE:
------------------------------------------
Robert L. Gossett
10
{/TEXT}
{/DOCUMENT}
_____________
dt 1318278
| |
Preview
Full Doc
| 2001 |
Executive Change of Control Agreement
Executive Change of Control Agreement (38K)
Doc #381713: Click preview link for longer preview.
EXECUTIVE CHANGE OF CONTROL AGREEMENT
This EXECUTIVE CHANGE OF CONTROL AGREEMENT is made as of January 17,
2001, by and between WINNEBAGO INDUSTRIES, INC., an Iowa corporation (the
"Company"), and James P. Jaskoviak (the "Executive").
RECITALS
WHEREAS, the Executive is a senior executive and officer of the Company
and has made and is expected to continue to make major contributions to the
profitability, growth and financial strength of the Company;
WHEREAS, the Company recognizes that, as is the case for most publicly
held companies, the possibility of a Change of Control (as hereafter defined)
exists;
WHEREAS, it is in the best interests of the Company, considering the
past and future services of the Executive, to improve the security and climate
for objective decision making by providing for the personal security of the
Executive upon a Change of Control.
NOW, THEREFORE, in consideration of the foregoing premises and the past
and future services rendered and to be rendered by the Executive to the Company
and of the mutual covenants and agreements hereinafter set forth, the parties
agree as follows:
AGREEMENT
1. CONTINUED SERVICE BY EXECUTIVE. In the event a person or entity, in
order to effect a Change of Control, commences a tender or exchange offer,
circulates a proxy to shareholders or takes other steps, the Executive agrees
that the Executive will not voluntarily leave the employ of the Company, and
will render faithful services to the Company consistent with Executive's
position and responsibilities, until the person or entity has abandoned or
terminated its efforts to effect such Change of Control or until such Change of
Control has occurred.
2. CHANGE OF CONTROL. For purposes of this Agreement, the term "Change
of Control" means the time when (i) any Person becomes an Acquiring Person, or
(ii) individuals who shall qualify as Continuing Directors of the Company shall
have ceased for any reason to constitute at least a majority of the Board of
Directors of the Company; PROVIDED HOWEVER, that in the case of either clause
(i) or (ii) a Change of Control shall not be deemed to have occurred if the
event shall have been approved prior to the occurrence thereof by a majority of
the Continuing Directors who shall then be members of such Board of Directors,
and in the case of clause (i) a Change of Control shall not be deemed to have
occurred upon the acquisition of stock of the Company by a pension, profit
sharing, stock bonus, employee stock ownership plan or other retirement plan
intended to be qualified under Section 401(a) of the Internal Revenue Code of
1986, as amended, established by the Company or any subsidiary of the Company.
(In addition, stock held by such a plan shall not be treated as outstanding in
determining ownership percentages for purposes of this definition.)
For the purpose of the foregoing definition of "Change of Control," the
capitalized terms shall have the following meanings:
1
{PAGE}
(a) "Continuing Director" means (i) any member of the Board of
Directors of the Company, while such person as a member of the
Board, who is not an Affiliate or Associate of any Acquiring
Person or of any such Acquiring Person's Affiliate or
Associate and was a member of the Board prior to the time when
such Acquiring Person shall have become an Acquiring Person,
and (ii) any successor of a Continuing Director, while such
successor is a member of the Board, who is not an Acquiring
Person or any Affiliate or Associate of any Acquiring Person
or a representative or nominee of an Acquiring Person or of
any affiliate or associate of such Acquiring Person and is
recommended or elected to succeed the Continuing Director by a
majority of the Continuing Directors.
(b) "Acquiring Person" means any Person or any individual or group
of Affiliates or Associates of such Person who acquires
beneficial ownership, directly or indirectly, of 20% or more
of the outstanding stock of the Company if such acquisition
occurs in whole or in part following January 17, 2001, except
that the term "Acquiring Person" shall not include a Hanson
Family Member or an Affiliate or Associate of a Hanson Family
Member.
(c) "Affiliate" means a Person that directly or indirectly through
one or more intermediaries, controls, or is controlled by, or
is under common control with, the person specified.
(d) "Associate" means (1) any corporate, partnership, limited
liability company, entity or organization (other than the
Company or a majority-owned subsidiary of the Company) of
which such a Person is an officer, director, member, or
partner or is, directly or indirectly the beneficial owner of
ten percent (10%) or more of the class of equity securities,
(2) any trust or fund in which such person has a substantial
beneficial interest or as to which such person serves as
trustee or in a similar fiduciary capacity, (3) any relative
or spouse of such person, or any relative of such spouse, or
(4) any investment company for which such person or any
Affiliate of such person serves as investment advisor.
(e) "Hanson Family Member" means John K. Hanson (deceased) and
Luise V. Hanson (and the executors or administrators of their
estates), their lineal descendants (and the executors or
administrators of their estates), the spouses of their lineal
descendants (and the executors or administrators of their
estates) and the John K. and Luise V. Hanson Foundation.
(f) "Person" means an individual, corporation, limited liability
company, partnership, association, joint stock company, trust,
unincorporated organization or government or political
subdivision thereof.
3. SPECIAL BENEFITS EFFECTIVE IMMEDIATELY UPON A CHANGE OF CONTROL. If
a Change of Control shall have occurred while the Executive is still an employee
of the Company, then the Executive shall immediately be entitled to the
following benefits:
381713
|
Winnebago
As referenced in this Executive Change of Control Agreement:
WINNEBAGO INDUSTRIES, INC – 10R EXECUTIVE CHANGE OF CONTROL AGREEMENT
{TEXT}
EXHIBIT 10r.
EXECUTIVE CHANGE OF CONTROL AGREEMENT
This EXECUTIVE CHANGE OF CONTROL AGREEMENT is made as of January 17,
2001, by and between WINNEBAGO INDUSTRIES, INC ., an Iowa corporation (the
"Company"), and James P. Jaskoviak (the "Executive").
RECITALS
WHEREAS, the Executive is a senior executive and officer of the Company
and has made and is
_____________
Winnebago Industries, Inc – be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt registered, postage prepaid, as follows:
If to the Company:
Attn: General Counsel
Winnebago Industries, Inc
605 W. Crystal Lake Road
P.O. Box 152
Forest City, IA 50436
If to the Executive:
James P. Jaskoviak
606 S. 6th Street
Forest City, IA 50436
or
_____________
WINNEBAGO INDUSTRIES, INC – Company and
its business so long as such information is not otherwise publicly disclosed.
IN WITNESS WHEREOF, the parties have executed this agreement on the
date set out above.
COMPANY:
WINNEBAGO INDUSTRIES, INC .
By:
--------------------------------------
Bruce D. Hertzke
Chairman of the Board, Chief Executive
Officer and President
EXECUTIVE:
------------------------------------------
James P. Jaskoviak
10
{/TEXT}
{/DOCUMENT}
_____________
dt 1318279
| |
Preview
Full Doc
| 2001 |
Executive Change of Control Agreement
Executive Change of Control Agreement (38K)
Doc #381714: Click preview link for longer preview.
EXECUTIVE CHANGE OF CONTROL AGREEMENT
This EXECUTIVE CHANGE OF CONTROL AGREEMENT is made as of January 17,
2001, by and between WINNEBAGO INDUSTRIES, INC., an Iowa corporation (the
"Company"), and Robert J. Olson (the "Executive").
RECITALS
WHEREAS, the Executive is a senior executive and officer of the Company
and has made and is expected to continue to make major contributions to the
profitability, growth and financial strength of the Company;
WHEREAS, the Company recognizes that, as is the case for most publicly
held companies, the possibility of a Change of Control (as hereafter defined)
exists;
WHEREAS, it is in the best interests of the Company, considering the
past and future services of the Executive, to improve the security and climate
for objective decision making by providing for the personal security of the
Executive upon a Change of Control.
NOW, THEREFORE, in consideration of the foregoing premises and the past
and future services rendered and to be rendered by the Executive to the Company
and of the mutual covenants and agreements hereinafter set forth, the parties
agree as follows:
AGREEMENT
1. CONTINUED SERVICE BY EXECUTIVE. In the event a person or entity, in
order to effect a Change of Control, commences a tender or exchange offer,
circulates a proxy to shareholders or takes other steps, the Executive agrees
that the Executive will not voluntarily leave the employ of the Company, and
will render faithful services to the Company consistent with Executive's
position and responsibilities, until the person or entity has abandoned or
terminated its efforts to effect such Change of Control or until such Change of
Control has occurred.
2. CHANGE OF CONTROL. For purposes of this Agreement, the term "Change
of Control" means the time when (i) any Person becomes an Acquiring Person, or
(ii) individuals who shall qualify as Continuing Directors of the Company shall
have ceased for any reason to constitute at least a majority of the Board of
Directors of the Company; PROVIDED HOWEVER, that in the case of either clause
(i) or (ii) a Change of Control shall not be deemed to have occurred if the
event shall have been approved prior to the occurrence thereof by a majority of
the Continuing Directors who shall then be members of such Board of Directors,
and in the case of clause (i) a Change of Control shall not be deemed to have
occurred upon the acquisition of stock of the Company by a pension, profit
sharing, stock bonus, employee stock ownership plan or other retirement plan
intended to be qualified under Section 401(a) of the Internal Revenue Code of
1986, as amended, established by the Company or any subsidiary of the Company.
(In addition, stock held by such a plan shall not be treated as outstanding in
determining ownership percentages for purposes of this definition.)
For the purpose of the foregoing definition of "Change of Control," the
capitalized terms shall have the following meanings:
1
{PAGE}
(a) "Continuing Director" means (i) any member of the Board of
Directors of the Company, while such person as a member of the
Board, who is not an Affiliate or Associate of any Acquiring
Person or of any such Acquiring Person's Affiliate or
Associate and was a member of the Board prior to the time when
such Acquiring Person shall have become an Acquiring Person,
and (ii) any successor of a Continuing Director, while such
successor is a member of the Board, who is not an Acquiring
Person or any Affiliate or Associate of any Acquiring Person
or a representative or nominee of an Acquiring Person or of
any affiliate or associate of such Acquiring Person and is
recommended or elected to succeed the Continuing Director by a
majority of the Continuing Directors.
(b) "Acquiring Person" means any Person or any individual or group
of Affiliates or Associates of such Person who acquires
beneficial ownership, directly or indirectly, of 20% or more
of the outstanding stock of the Company if such acquisition
occurs in whole or in part following January 17, 2001, except
that the term "Acquiring Person" shall not include a Hanson
Family Member or an Affiliate or Associate of a Hanson Family
Member.
(c) "Affiliate" means a Person that directly or indirectly through
one or more intermediaries, controls, or is controlled by, or
is under common control with, the person specified.
(d) "Associate" means (1) any corporate, partnership, limited
liability company, entity or organization (other than the
Company or a majority-owned subsidiary of the Company) of
which such a Person is an officer, director, member, or
partner or is, directly or indirectly the beneficial owner of
ten percent (10%) or more of the class of equity securities,
(2) any trust or fund in which such person has a substantial
beneficial interest or as to which such person serves as
trustee or in a similar fiduciary capacity, (3) any relative
or spouse of such person, or any relative of such spouse, or
(4) any investment company for which such person or any
Affiliate of such person serves as investment advisor.
(e) "Hanson Family Member" means John K. Hanson (deceased) and
Luise V. Hanson (and the executors or administrators of their
estates), their lineal descendants (and the executors or
administrators of their estates), the spouses of their lineal
descendants (and the executors or administrators of their
estates) and the John K. and Luise V. Hanson Foundation.
(f) "Person" means an individual, corporation, limited liability
company, partnership, association, joint stock company, trust,
unincorporated organization or government or political
subdivision thereof.
3. SPECIAL BENEFITS EFFECTIVE IMMEDIATELY UPON A CHANGE OF CONTROL. If
a Change of Control shall have occurred while the Executive is still an employee
of the Company, then the Executive shall immediately be entitled to the
following benefits:
381714
|
Winnebago
As referenced in this Executive Change of Control Agreement:
WINNEBAGO INDUSTRIES, INC – 10S EXECUTIVE CHANGE OF CONTROL AGREEMENT
{TEXT}
EXHIBIT 10s.
EXECUTIVE CHANGE OF CONTROL AGREEMENT
This EXECUTIVE CHANGE OF CONTROL AGREEMENT is made as of January 17,
2001, by and between WINNEBAGO INDUSTRIES, INC ., an Iowa corporation (the
"Company"), and Robert J. Olson (the "Executive").
RECITALS
WHEREAS, the Executive is a senior executive and officer of the Company
and has made and is
_____________
Winnebago Industries, Inc – be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt registered, postage prepaid, as follows:
If to the Company:
Attn: General Counsel
Winnebago Industries, Inc .
605 W. Crystal Lake Road
P.O. Box 152
Forest City, IA 50436
If to the Executive:
Robert J. Olson
36778 Holtan Lane
Forest City, IA 50436
or such
_____________
WINNEBAGO INDUSTRIES, INC – Company and
its business so long as such information is not otherwise publicly disclosed.
IN WITNESS WHEREOF, the parties have executed this agreement on the
date set out above.
COMPANY:
WINNEBAGO INDUSTRIES, INC .
By:
--------------------------------------
Bruce D. Hertzke
Chairman of the Board, Chief Executive
Officer and President
EXECUTIVE:
------------------------------------------
Robert J. Olson
10
{/TEXT}
{/DOCUMENT}
_____________
dt 1318280
| |
Preview
Full Doc
| 2005 |
Executive Change of Control Agreement
Executive Change of Control Agreement (37K)
Doc #1052342: Click preview link for longer preview.
EXECUTIVE CHANGE OF CONTROL AGREEMENT BETWEEN THE COMPANY AND
SARAH NIELSEN, DATED AS OF NOVEMBER 14, 2005
EXECUTIVE CHANGE OF CONTROL AGREEMENT
This EXECUTIVE CHANGE OF CONTROL AGREEMENT is made as of November 14, 2005, by and between WINNEBAGO INDUSTRIES, INC., an Iowa corporation (the "Company"), and Sarah N. Nielsen (the "Executive").
R E C I T A L S :
WHEREAS, the Executive is a senior executive and officer of the Company and has made and is expected to continue to make major . . .
1052342
|
Winnebago
As referenced in this Executive Change of Control Agreement:
WINNEBAGO INDUSTRIES, INC – AND
SARAH NIELSEN, DATED AS OF NOVEMBER 14, 2005
EXECUTIVE CHANGE OF CONTROL AGREEMENT
This EXECUTIVE CHANGE OF CONTROL AGREEMENT is made as of November 14, 2005, by and between WINNEBAGO INDUSTRIES, INC ., an Iowa corporation (the "Company"), and Sarah N. Nielsen (the "Executive").
R E C I T A L S :
WHEREAS, the Executive is a senior executive and officer of
_____________
Winnebago Industries, Inc – writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt registered, postage prepaid, as follows:
If to the Company:
Winnebago Industries, Inc .
Attn: General Counsel
605 W. Crystal Lake Road
P.O. Box 152
Forest City, Iowa 50436
If to the Executive:
Sarah N. Nielsen
31 Lido Road
Clear Lake, IA
_____________
WINNEBAGO INDUSTRIES, INC – Company and its business so long as such information is not otherwise publicly disclosed.
IN WITNESS WHEREOF, the parties have executed this agreement on the date set out above.
COMPANY:
WINNEBAGO INDUSTRIES, INC .
By:
/s/ Bruce D. Hertzke
Bruce D. Hertzke
Chairman of the Board and Chief Executive Officer
EXECUTIVE:
/s/ Sarah N. Nielsen
Sarah N. Nielsen
10
_____________
dt 1318286
| |
Preview
Full Doc
| 2007 |
Executive Change of Control Agreement
Executive Change of Control Agreement (36K)
Doc #2967273: Click preview link for longer preview.
EXECUTIVE CHANGE OF CONTROL AGREEMENT
This EXECUTIVE CHANGE OF CONTROL AGREEMENT is made as of March 21, 2007, by and between WINNEBAGO INDUSTRIES, INC., an Iowa corporation (the �Company�), and Randy J. Potts (the �Executive�).
R E C I T A L S :
WHEREAS, the Executive is a senior executive and officer of the Company and has made and is expected to continue to make major contributions to the profitability, growth and financial strength of the Company;
WHEREAS, the Company recognizes that, as is the case for most publicly held companies, the . . .
2967273
|
Winnebago
As referenced in this Executive Change of Control Agreement:
WINNEBAGO INDUSTRIES, INC – OF CONTROL AGREEMENT DATED 3-21-2007
EXHIBIT 10z.
EXECUTIVE CHANGE OF CONTROL AGREEMENT
This EXECUTIVE CHANGE OF CONTROL AGREEMENT is made as of March 21, 2007, by and between WINNEBAGO INDUSTRIES, INC ., an Iowa corporation (the ?Company?), and Randy J. Potts (the ?Executive?).
R E C I T A L S :
WHEREAS, the Executive is a senior executive and officer of
_____________
Winnebago Industries, Inc – writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt registered, postage prepaid, as follows:
If to the Company:
Winnebago Industries, Inc .
Attn: General Counsel
605 W. Crystal Lake Road
P.O. Box 152
Forest City, Iowa 50436
If to the Executive:
Raymond M. Beebe
17121 ? 350th Street
Forest City, IA
_____________
WINNEBAGO INDUSTRIES, INC – Company and its business so long as such information is not otherwise publicly disclosed.
IN WITNESS WHEREOF, the parties have executed this agreement on the date set out above.
COMPANY:
WINNEBAGO INDUSTRIES, INC .
By:
Bruce D. Hertzke
Chairman of the Board, Chief Executive Officer
And President
EXECUTIVE:
Randy J. Potts
_____________
dt 1799975
| |
Preview
Full Doc
| 2001 |
Executive Share Option Plan
Executive Share Option Plan (41K)
Doc #381708: Click preview link for longer preview.
TABLE OF CONTENTS
ARTICLE PAGE
--------------------------------------------------------------------------------
ARTICLE I
PURPOSE.................................................................1
ARTICLE II
DEFINITIONS AND CONSTRUCTION............................................1
ARTICLE III
OPTION GRANT............................................................4
ARTICLE IV
OPTION EXERCISE.........................................................8
ARTICLE V
AMENDMENT . . .
381708
|
Winnebago
As referenced in this Executive Share Option Plan:
WINNEBAGO INDUSTRIES, INC – {DOCUMENT}
{TYPE}EX-10
{SEQUENCE}3
{FILENAME}winnebago010807_ex10-i.txt
{DESCRIPTION}EXHIBIT 10I EXECUTIVE SHARE OPTION PLAN
{TEXT}
EXHIBIT 10i.
WINNEBAGO INDUSTRIES, INC .
EXECUTIVE SHARE OPTION PLAN
(Amended and Restated Effective January 1, 2001)
{PAGE}
TABLE OF CONTENTS
ARTICLE PAGE
--------------------------------------------------------------------------------
ARTICLE I
PURPOSE.................................................................1
ARTICLE II
DEFINITIONS AND CONSTRUCTION............................................1
ARTICLE III
_____________
WINNEBAGO INDUSTRIES, INC – III
OPTION GRANT............................................................4
ARTICLE IV
OPTION EXERCISE.........................................................8
ARTICLE V
AMENDMENT OR TERMINATION...............................................10
ARTICLE VI
ADMINISTRATION.........................................................11
ARTICLE VII
TRUST PROVISIONS.......................................................13
ARTICLE VIII
MISCELLANEOUS PROVISIONS...............................................13
{PAGE}
WINNEBAGO INDUSTRIES, INC .
EXECUTIVE SHARE OPTION PLAN
ARTICLE I
PURPOSE
1.1 PURPOSE. The purpose of the Plan is to provide stock options to
certain key individuals, commensurate with their contributions to
_____________
Winnebago Industries Inc – administrators of their estates), the spouses of their
lineal descendants (and the executors or administrators of their estates), and
the John K. and Luise V. Hanson Foundation.
(f) "Company" means Winnebago Industries Inc ., an Iowa corporation.
(g) "Person" means an individual, corporation, limited liability
company, partnership, association, joint stock company, trust, unincorporated
organization or government or political subdivision thereof.
2.4 "CODE"
_____________
Winnebago Industries, Inc – means any key individual, including, but not limited to,
a person in an executive position with the Employer, who is employed by the
Employer.
2
{PAGE}
2.8 "EMPLOYER" means Winnebago Industries, Inc . and any successor
thereto.
2.9 "ERISA" means the Employee Retirement Income Security Act of 1974,
any amendments thereto, and any regulations or rulings issued thereunder.
2.10 "EXERCISE
_____________
Winnebago Industries, Inc – of the Board from time to
time:
(i) Chief Executive Officer
(ii) Class A Officer
(iii) Class B Executive Employees
(iv) Class C Management Employees
2.18 "PLAN" means the Winnebago Industries, Inc . Executive Share Option
Plan, as set forth herein and from time to time amended.
2.19 "STOCK" means shares of common or preferred stock of a corporation
listed on
_____________
dt 1318274
| |
Preview
Full Doc
| 2004 |
Incentive Stock Option Agreement
Incentive Stock Option Agreement (6K)
Doc #381610: Click preview link for longer preview.
WINNEBAGO INDUSTRIES, INC.
INCENTIVE STOCK OPTION AGREEMENT
A STOCK OPTION for a total of ________ Shares of Common Stock (�Shares�) of Winnebago Industries, Inc., an Iowa corporation, (the �Company�), is hereby granted to ___________________ (the �Participant�), on the date and at the price determined as provided herein, and in all respects subject to the terms, definitions and provisions of this Agreement and the Winnebago Industries, Inc. 2004 Incentive Compensation Plan (the �Plan�), a copy of which is attached hereto, . . .
381610
|
Winnebago
As referenced in this Incentive Stock Option Agreement:
Winnebago Industries, Inc –
Exhibit 10.1 to Winnebago Industries, Inc . Form 8-K dated October 19, 2004
EX-10.1 3 winnebago044926_ex10-1.htm INCENTIVE STOCK OPTION AGREEMENT
EXHIBIT 10.1
WINNEBAGO INDUSTRIES, INC.
INCENTIVE STOCK OPTION AGREEMENT
A
_____________
WINNEBAGO INDUSTRIES, INC –
Exhibit 10.1 to Winnebago Industries, Inc. Form 8-K dated October 19, 2004
EX-10.1 3 winnebago044926_ex10-1.htm INCENTIVE STOCK OPTION AGREEMENT
EXHIBIT 10.1
WINNEBAGO INDUSTRIES, INC .
INCENTIVE STOCK OPTION AGREEMENT
A STOCK OPTION for a total of ________ Shares of Common Stock (Shares) of Winnebago Industries, Inc., an Iowa corporation, (the Company), is hereby granted
_____________
Winnebago Industries, Inc – 1.htm INCENTIVE STOCK OPTION AGREEMENT
EXHIBIT 10.1
WINNEBAGO INDUSTRIES, INC.
INCENTIVE STOCK OPTION AGREEMENT
A STOCK OPTION for a total of ________ Shares of Common Stock (Shares) of Winnebago Industries, Inc ., an Iowa corporation, (the Company), is hereby granted to ___________________ (the Participant), on the date and at the price determined as provided herein, and in all respects subject to
_____________
Winnebago Industries, Inc – ___________________ (the Participant), on the date and at the price determined as provided herein, and in all respects subject to the terms, definitions and provisions of this Agreement and the Winnebago Industries, Inc . 2004 Incentive Compensation Plan (the Plan), a copy of which is attached hereto, and which is incorporated by reference herein. Capitalized terms used but not defined herein, have the
_____________
WINNEBAGO INDUSTRIES, INC – or agreement binding upon or otherwise affecting the Shares of the Company.
6. DATE OF GRANT. This Option is granted by the Company on this _____ day of ______________,____.
WINNEBAGO INDUSTRIES, INC .
By:
2
ACKNOWLEDGMENT
Participant acknowledges receipt of a copy of the Plan and represents that the Participant is familiar with the terms and provisions thereof, and hereby accepts this
_____________
dt 1318259
| |
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| 2000 |
Inventory Finance Agreement
Inventory Finance Agreement (14K)
Doc #381716: Click preview link for longer preview.
INVENTORY FINANCE AGREEMENT
BETWEEN
WINNEBAGO INDUSTRIES, INC.
AND
GREEN TREE FINANCIAL SERVICING CORPORATION (AND ITS AFFILIATES)
This Agreement ("Agreement") is dated as on this 26th day of November,
1997, and is by and between Winnebago Industries, Inc., Forest City, Iowa,
("Winnebago") and Green Tree Financial Servicing Corporation, Alpharetta,
Georgia, and its affiliates ("Green Tree"). The terms of this Agreement are as
follows:
PARAGRAPH 1.
Currently, many recreational vehicle dealers who sell inventory manufactured,
distributed, sold by, or bearing the names of Winnebago and/or Itasca
("Winnebago Inventory") receive financing from NationsCredit Commercial Finance,
Inc. ("Nations") through a finance program known as Winnebago Acceptance
Corporation ("WAC"). These dealers are defined as the "WAC Dealers". Green Tree
desires to make reasonable efforts to identify WAC Dealers and to "buyout" or
take an assignment of rights from Nations with respect to these dealer's
Winnebago Inventory.
PARAGRAPH 2.
Green Tree agrees that it will conduct a thorough credit review of each WAC
Dealer, providing however that each WAC Dealer gives its consent to such credit
review. The results of this credit review shall be communicated to Winnebago in
the form of a report of which WAC Dealers are approved by Green Tree in its sole
discretion for financing. These approved WAC Dealers, together with each dealer
of Winnebago Inventory that Green Tree independently evaluates for financing,
and, in its sole discretion finds credit worthy and approves for financing, and
which dealers desire to obtain financing from Green Tree, are defined as
"Eligible Dealers".
PARAGRAPH 3.
Green Tree agrees that effective with the signing of this Agreement, it will
provide Eligible Dealers with the following financial program, and Winnebago
agrees that it will provide Green Tree with the following discounts and
subsidies:
STOCKING PROGRAM - NEW INVENTORY
See Attachment A
STOCKING PROGRAM - EXISTING DEALER INVENTORY
Day 1 to Day 365: Prime rate (Prime as published in the Wall
Street Journal)
Curtailments: 10% at 365 days from original invoice date
Final Maturity: 365 days from acquisition date
RENTAL PROGRAM
Day 1 to Day 730: Prime + 1.25% when total dealer outstandings
exceed $750,000
Prime + 1.75% when total dealer outstandings
are $750,000 or less
Curtailments: As agreed to between Green Tree and Eligible
Dealer
Max. Mileage Allowance: 30,000
Provided however that Green Tree may terminate any dealer's status as an
Eligible Dealer, as well as terminate or modify any dealer's financing at any
time, and in its sole discretion.
381716
|
Winnebago
As referenced in this Inventory Finance Agreement:
WINNEBAGO INDUSTRIES, INC – {DOCUMENT}
{TYPE}EX-4.C
{SEQUENCE}2
{FILENAME}0002.txt
{DESCRIPTION}INVENTORY FINANCE AGREEMENT
{TEXT}
EXHIBIT 4c.
INVENTORY FINANCE AGREEMENT
BETWEEN
WINNEBAGO INDUSTRIES, INC .
AND
GREEN TREE FINANCIAL SERVICING CORPORATION (AND ITS AFFILIATES)
This Agreement ("Agreement") is dated as on this 26th day of November,
1997, and is by and between Winnebago Industries,
_____________
Winnebago Industries, Inc – WINNEBAGO INDUSTRIES, INC.
AND
GREEN TREE FINANCIAL SERVICING CORPORATION (AND ITS AFFILIATES)
This Agreement ("Agreement") is dated as on this 26th day of November,
1997, and is by and between Winnebago Industries, Inc ., Forest City, Iowa,
("Winnebago") and Green Tree Financial Servicing Corporation, Alpharetta,
Georgia, and its affiliates ("Green Tree"). The terms of this Agreement are as
follows:
PARAGRAPH 1.
Currently, many
_____________
WINNEBAGO INDUSTRIES, INC – that certain Inventory
Repurchase Agreement dated as of the 30th day of October 1995, and any
amendments thereto.
For Green Tree Financial Servicing Corporation:
(and its affiliates)
--------------------------------------------------------------------------------
Signature Title
FOR WINNEBAGO INDUSTRIES, INC .
/s/ Bruce D. Hertzke President and C.O.O.
--------------------------------------------------------------------------------
Signature Title
{PAGE}
INVENTORY FINANCE AGREEMENT
SECRETARY'S CERTIFICATE
-----------------------
I hereby certify that I am the Secretary or Assistant Secretary
_____________
Winnebago
Industries, Inc – s/ Bruce D. Hertzke President and C.O.O.
--------------------------------------------------------------------------------
Signature Title
{PAGE}
INVENTORY FINANCE AGREEMENT
SECRETARY'S CERTIFICATE
-----------------------
I hereby certify that I am the Secretary or Assistant Secretary of Winnebago
Industries, Inc . ("Corporation"), and that the execution of the foregoing
Agreement was adopted and approved by the following resolution:
"BE IT RESOLVED that any officer of this Corporation is hereby
authorized
_____________
WINNEBAGO INDUSTRIES, INC – to 540: Prime Rate plus 1.00%
Curtailments: 10% due on Day 366
Final Maturity: 540 Days from invoice date
GREEN TREE FINANCIAL SERVICING CORPORATION (and its affiliates)
By:
---------------------------------
Its:
--------------------------------
WINNEBAGO INDUSTRIES, INC .
By: /s/ Bruce D. Hertzke
--------------------
Its: President and Chief Operating Officer
{PAGE}
FIRST AMENDMENT TO REPURCHASE AGREEMENT
This FIRST AMENDMENT TO REPURCHASE AGREEMENT ("Amendment") is by and between
WINNEBAGO
_____________
dt 1318282
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| 2002 |
Letter of Intent
Letter of Intent (1K)
Doc #381698: Click preview link for longer preview.
[LOGO] MBT
Manufacturers Bank & Trust Company
February 5, 2002
Bruce Hertzke, President & CEO
Winnebago Industries
P.O. Box 474
Forest City, IA 50436
LETTER OF INTENT
Dear Bruce:
Manufacturers Bank (MBT) is considering a loan to Forest City . . .
381698
| | |
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| 2004 |
Limited Guaranty
Limited Guaranty (10K)
Doc #381627: Click preview link for longer preview.
LIMITED GUARANTY
Forest City, Iowa
Dated February 27, 2004.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and to induce HCC Leasing Corporation (?Landlord?) to enter into a certain Lease-Business Property, (?Lease?), a copy of which is attached hereto and made a part of this Agreement, with CDI, LLC, an Indiana Limited Liability Company (?Tenant?) the undersigned, Winnebago Industries, Inc. (the ?Guarantor?), hereby guarantees to Landlord the full . . .
381627
|
Winnebago
As referenced in this Limited Guaranty:
WINNEBAGO INDUSTRIES, INC –
Exhibit 4b to WINNEBAGO INDUSTRIES, INC . Form 10-Q dated 02-28-2004
EX-4.B 7 winn041847_ex4b.htm
Exhibit 4b
LIMITED GUARANTY
Forest City, Iowa
Dated February 27, 2004.
For good and valuable consideration,
_____________
Winnebago Industries, Inc – certain Lease-Business Property, (Lease), a copy of which is attached hereto and made a part of this Agreement, with CDI, LLC, an Indiana Limited Liability Company (Tenant) the undersigned, Winnebago Industries, Inc . (the Guarantor), hereby guarantees to Landlord the full reimbursement of the interest-only loan payments made during the period of construction of the improvements and the first 60 rental
_____________
WINNEBAGO INDUSTRIES, INC – by the parties against whom enhancement of the modification is sought.
IN WITNESS WHEREOF, this Guaranty has been duly executed by the undersigned the day and year first written above.
WINNEBAGO INDUSTRIES, INC .
By:
/s/ Ed Barker
Its:
Sr. Vice President Chief Financial Officer
Concur:
HCC LEASING CORPORATION
By:
/s/ Charles S. Holland
Its:
President
Concur:
CDI, LLC
By:
/s/ Jeff Schwartz
_____________
dt 1318261
| |
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| 2001 |
Limited Liability Company Agreement
Limited Liability Company Agreement (113K)
Doc #381715: Click preview link for longer preview.
HANSON CAPITAL PARTNERS, L.L.C.
A Delaware Limited Liability Company
LIMITED LIABILITY COMPANY AGREEMENT
Dated as of December 26, 2000
THE MEMBERSHIP INTERESTS REPRESENTED BY THIS LIMITED LIABILITY COMPANY
AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933 OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH INTERESTS MAY NOT BE
SOLD, ASSIGNED, PLEDGED, OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE
REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH
THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.
{PAGE}
TABLE OF CONTENTS
SECTION HEADING PAGE
ARTICLE I DEFINITIONS................................................1
Section 1.1 Definitions................................................1
Section 1.2. Construction...............................................5
Section 1.3. Including..................................................6
ARTICLE II ORGANIZATION...............................................6
Section 2.1. Formation..................................................6
Section 2.2. Name.......................................................6
Section 2.3. Registered Office; Registered Agent; Principal Office;
Other Offices............................................6
Section 2.4. Purposes...................................................6
Section 2.5. Powers of the Company......................................7
Section 2.6. Foreign Qualification......................................8
Section 2.7. Term.......................................................9
Section 2.8. No State-Law Partnership...................................9
ARTICLE III MEMBERSHIP; CAPITAL CONTRIBUTIONS; ADDITIONAL INTERESTS....9
Section 3.1. Members....................................................9
Section 3.2. No Liability of Members....................................9
Section 3.3. Initial Capital Contributions.............................10
Section 3.4. Issuance of Additional Interests; Additional Members......10
Section 3.5. Certification of Percentage Interests.....................11
ARTICLE IV CAPITAL ACCOUNTS..........................................11
Section 4.1. Establishment and Determination of Capital Accounts.......11
Section 4.2. Computation of Amounts....................................11
Section 4.3. Negative Capital Accounts.................................12
Section 4.4. Company Capital...........................................12
ARTICLE V DISTRIBUTIONS; ALLOCATIONS OF PROFITS AND LOSSES..........12
Section 5.1. Generally.................................................12
Section 5.2. Distributions.............................................12
Section 5.3. Allocation of Profits and Losses..........................13
Section 5.4. Regulatory and Special Allocations........................13
Section 5.5. Tax Allocations: Code Section 704(c)......................14
ARTICLE VI MANAGEMENT................................................15
-i-
{PAGE}
Section 6.1. Management by Members.....................................15
Section 6.2. Unanimous Consent.........................................15
Section 6.3. Managing Member...........................................16
Section 6.4. Meeting of Members........................................18
Section 6.5. Liability for Certain Acts................................18
Section 6.6. Members Have No Exclusive Duty to Company.................18
Section 6.7. Indemnity of the Members, Employees and Other Agents......19
ARTICLE VI EXCULPATION AND INDEMNIFICATION...........................19
Section 7.1. Performance of Duties; No Liability of Member and
Officers................................................19
Section 7.2. Transactions Between the Company and the Members..........19
Section 7.3. Insurance.................................................19
ARTICLE VIII TAXES.....................................................19
Section 8.1. Tax Returns...............................................19
Section 8.2. Tax Matters Member........................................20
ARTICLE IX BOOKS, REPORTS AND COMPANY FUNDS..........................20
Section 9.1. Maintenance of Books......................................20
Section 9.2. Owner Tax Information.....................................20
Section 9.3. Company Funds.............................................20
ARTICLE X TRANSFERS AND OTHER EVENTS................................21
Section 10.1. Transfer in General.......................................21
Section 10.2. Transfer to a Permitted Transferee........................21
Section 10.3. Transfer to Other Than a Permitted Transferee.............21
Section 10.4. Transferee's Rights and Obligations.......................23
Section 10.5. Complete Transfer of Membership Interest Results in
Termination of Status...................................24
Section 10.6. Void Assignment...........................................24
Section 10.7. Substituted Member........................................24
Section 10.8. Effect of Assignment......................................25
Section 10.9. Transfer Fees and Expenses................................25
Section 10.10. Other Limitations.........................................25
Section 10.11. Effective Date............................................25
Section 10.12. Effect of Death or Incapacity.............................25
Section 10.13 Transfers by Sole Member..................................25
Section 10.14. Representations of New Members............................25
ARTICLE XI DISSOLUTION, LIQUIDATION AND TERMINATION..................26
Section 11.1. Dissolution...............................................26
Section 11.2. Liquidation and Termination...............................26
Section 11.3. Cancellation of Certificate...............................27
-ii-
{PAGE}
ARTICLE XII GENERAL/MISCELLANEOUS PROVISIONS..........................27
Section 12.1. Offset....................................................27
Section 12.2. Notices...................................................27
Section 12.3. Entire Agreement..........................................28
Section 12.4. Effect of Waiver or Consent...............................28
Section 12.5. Amendment or Modification.................................28
Section 12.6. Binding Effect............................................28
Section 12.7. Governing Law; Severability...............................28
Section 12.8. Further Assurances........................................28
Section 12.9. Waiver of Certain Rights..................................28
Section 12.10. Indemnification and Reimbursement for Payments on Behalf
of an Owner.............................................29
Section 12.11. Notice to Members of Provisions...........................29
381715
|
Winnebago
As referenced in this Limited Liability Company Agreement:
Winnebago Industries, Inc – thing, forbidden by law to a limited liability company organized under the laws
of the State of Delaware. The Company is created (i) to consolidate ownership of
the stock in Winnebago Industries, Inc . held by the Members into one single
voting block and to maintain the Members' influence over Winnebago Industries
Inc., (ii) to pool assets to lower operating costs and increase
_____________
Winnebago Industries
Inc – Company is created (i) to consolidate ownership of
the stock in Winnebago Industries, Inc. held by the Members into one single
voting block and to maintain the Members' influence over Winnebago Industries
Inc ., (ii) to pool assets to lower operating costs and increase diversification,
thereby increasing asset value over time, (iii) to simplify annual giving and
the management of assets through consolidation, (
_____________
Winnebago
Industries, Inc – shares of
Interest Property Winnebago
Marital Industries, Inc.
Deduction Trust stock Class B 38.6591
-------------------------- ------------------------------- ------------ ---------------- ---------- ----------- ---------
Luise V. Hanson 4,913,740.26
Revocable Trust, dated shares of
September 22, 1984 Winnebago
Industries, Inc .
stock Class B 60.3409
-------------------------- ------------------------------- ------------ ---------------- ---------- ----------- ---------
-------------------------- ------------------------------- ------------ ---------------- ---------- ----------- ---------
-------------------------- ------------------------------- ------------ ---------------- ---------- ----------- ---------
-------------------------- ------------------------------- ------------ ---------------- ---------- ----------- ---------
-------------------------- ------------------------------- ------------ ---------------- ---------- ----------- ---------
-------------------------- ------------------------------- ------------ ---------------- ---------- ----------- ---------
{/TABLE}
A-2
{/TEXT}
{/DOCUMENT}
_____________
dt 1318281
| |
| Full Doc
| 2004 |
Limited Power of Attorney
Limited Power of Attorney (2K)
Doc #381645: This document is immediately available for purchase, but does not have a preview available for viewing.
381645
| | |
| Full Doc
| 2003 |
Limited Power of Attorney
Limited Power of Attorney (2K)
Doc #381680: This document is immediately available for purchase, but does not have a preview available for viewing.
381680
| | |
| Full Doc
| 2003 |
Limited Power of Attorney
Limited Power of Attorney (2K)
Doc #381682: This document is immediately available for purchase, but does not have a preview available for viewing.
381682
| | |
Preview
Full Doc
| 2002 |
Agreement
Agreement (2K)
Doc #381699: Click preview link for longer preview.
AGREEMENT
This Agreement is made as of March 13, 2002, by and between Winnebago
Industries, Inc., an Iowa corporation (the "Company") and Bruce D. Hertzke
("Hertzke").
RECITALS:
WHEREAS, Hertzke is Chairman of the Board, Chief Executive Officer . . .
381699
|
Winnebago
As referenced in this Agreement:
Winnebago
Industries, Inc – {DOCUMENT}
{TYPE}EX-10.V
{SEQUENCE}6
{FILENAME}winnebago022002_ex-10v.txt
{DESCRIPTION}AGREEMENT
{TEXT}
EXHIBIT 10v.
AGREEMENT
This Agreement is made as of March 13, 2002, by and between Winnebago
Industries, Inc ., an Iowa corporation (the "Company") and Bruce D. Hertzke
("Hertzke").
RECITALS:
WHEREAS, Hertzke is Chairman of the Board, Chief Executive Officer and
President of the Company and has made
_____________
Winnebago Industries, Inc – decision making by providing for the personal security of Hertzke;
WHEREAS, Hertzke, who has been an employee of the Company since October
4, 1971, has been a participant in the Winnebago Industries, Inc . Deferred
Compensation Plan (the "Plan") since 1983, has made several contributions to the
Plan subsequent to 1992 and he is not vested in such 1993 and subsequent
deferrals because
_____________
WINNEBAGO INDUSTRIES, INC – years are by the terms of this Agreement
immediately vested as of March 13, 2002.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the
date set out above.
WINNEBAGO INDUSTRIES, INC .
By:
------------------------------------------ ------------------------------
Raymond M. Beebe Bruce D. Hertzke
Vice President-General Counsel & Secretary
{/TEXT}
{/DOCUMENT}
_____________
dt 1318271
| |
Preview
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| 2004 |
Non-Qualified Stock Option Agreement
Non-Qualified Stock Option Agreement (7K)
Doc #381611: Click preview link for longer preview.
WINNEBAGO INDUSTRIES, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
A STOCK OPTION for a total of ________ Shares of Common Stock (�Shares�) of Winnebago Industries, Inc., an Iowa corporation, (the �Company�), is hereby granted to _______________ (the �Participant�), on the date and at the price determined as provided herein, and in all respects subject to the terms, definitions and provisions of this Agreement and the Winnebago Industries, Inc. 2004 Incentive Compensation Plan (the �Plan�), a copy of which is attached . . .
381611
|
Winnebago
As referenced in this Non-Qualified Stock Option Agreement:
Winnebago Industries, Inc –
Exhibit 10.2 to Winnebago Industries, Inc . Form 8-K dated October 19, 2004
EX-10.2 4 winnebago044926_ex10-2.htm NON-QUALIFIED STOCK OPTION AGREEMENT
EXHIBIT 10.2
WINNEBAGO INDUSTRIES, INC.
NON-QUALIFIED STOCK OPTION
_____________
WINNEBAGO INDUSTRIES, INC –
Exhibit 10.2 to Winnebago Industries, Inc. Form 8-K dated October 19, 2004
EX-10.2 4 winnebago044926_ex10-2.htm NON-QUALIFIED STOCK OPTION AGREEMENT
EXHIBIT 10.2
WINNEBAGO INDUSTRIES, INC .
NON-QUALIFIED STOCK OPTION AGREEMENT
A STOCK OPTION for a total of ________ Shares of Common Stock (Shares) of Winnebago Industries, Inc., an Iowa corporation, (the Company), is hereby
_____________
Winnebago Industries, Inc – NON-QUALIFIED STOCK OPTION AGREEMENT
EXHIBIT 10.2
WINNEBAGO INDUSTRIES, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
A STOCK OPTION for a total of ________ Shares of Common Stock (Shares) of Winnebago Industries, Inc ., an Iowa corporation, (the Company), is hereby granted to _______________ (the Participant), on the date and at the price determined as provided herein, and in all respects subject to
_____________
Winnebago Industries, Inc – _______________ (the Participant), on the date and at the price determined as provided herein, and in all respects subject to the terms, definitions and provisions of this Agreement and the Winnebago Industries, Inc . 2004 Incentive Compensation Plan (the Plan), a copy of which is attached hereto, and which is incorporated by reference herein. Capitalized terms used but not defined herein, have the
_____________
WINNEBAGO INDUSTRIES, INC – or agreement binding upon or otherwise affecting the Shares of the Company.
6. DATE OF GRANT. This Option is granted by the Company on this ____ day of ______________,____.
WINNEBAGO INDUSTRIES, INC .
By:
2
ACKNOWLEDGMENT
Participant acknowledges receipt of a copy of the Plan and represents that the Participant is familiar with the terms and provisions thereof, and hereby accepts this
_____________
dt 1318260
| |
Preview
Full Doc
| 2004 |
Officers Incentive Compensation Plan
Officers Incentive Compensation Plan (14K)
Doc #381599: Click preview link for longer preview.
[LOGO]
OFFICERS INCENTIVE COMPENSATION PLAN
GROUP A - OFFICERS
FISCAL PERIOD 2005
WINNEBAGO INDUSTRIES, INC.
OFFICERS INCENTIVE COMPENSATION PLAN
FISCAL PERIOD 2005
1. PURPOSE. The purpose of the Winnebago Industries, Inc. Officers
Incentive Compensation Plan (the "Plan") is to promote the growth and
profitability of . . .
381599
|
Winnebago
As referenced in this Officers Incentive Compensation Plan:
WINNEBAGO INDUSTRIES, INC – {DOCUMENT}
{TYPE}EX-10.P
{SEQUENCE}7
{FILENAME}wgo045283_ex10p.txt
{TEXT}
EXHIBIT 10p.
[LOGO]
OFFICERS INCENTIVE COMPENSATION PLAN
GROUP A - OFFICERS
FISCAL PERIOD 2005
{PAGE}
WINNEBAGO INDUSTRIES, INC .
OFFICERS INCENTIVE COMPENSATION PLAN
FISCAL PERIOD 2005
1. PURPOSE. The purpose of the Winnebago Industries, Inc. Officers
Incentive Compensation Plan (the "Plan") is to promote the growth and
profitability
_____________
Winnebago Industries, Inc – EXHIBIT 10p.
[LOGO]
OFFICERS INCENTIVE COMPENSATION PLAN
GROUP A - OFFICERS
FISCAL PERIOD 2005
{PAGE}
WINNEBAGO INDUSTRIES, INC.
OFFICERS INCENTIVE COMPENSATION PLAN
FISCAL PERIOD 2005
1. PURPOSE. The purpose of the Winnebago Industries, Inc . Officers
Incentive Compensation Plan (the "Plan") is to promote the growth and
profitability of Winnebago Industries, Inc. (the "Company") by
providing its officers with an incentive to achieve corporate
_____________
Winnebago Industries, Inc – OFFICERS INCENTIVE COMPENSATION PLAN
FISCAL PERIOD 2005
1. PURPOSE. The purpose of the Winnebago Industries, Inc. Officers
Incentive Compensation Plan (the "Plan") is to promote the growth and
profitability of Winnebago Industries, Inc . (the "Company") by
providing its officers with an incentive to achieve corporate profit
objectives and to attract and retain officers who will contribute to
the achievement of growth and
_____________
Winnebago Industries, Inc – end results.
b. The Committee will approve all initial participation prior to
the beginning of each new program except as provided for in
Section c. below.
c. The President of Winnebago Industries, Inc . will make the
determination on participation for new participants and for
payment of earned holdback allocations due to retirement,
disability or death. Unless otherwise specified, participants
must be employed
_____________
Winnebago Industries, Inc – 3) cash and (1/3) stock (or in cash at the participants election
pursuant to Section 7) at 100% achievement of the financial objectives.
A participant must be employed by Winnebago Industries, Inc . at the end
of the fiscal year to be eligible for any previous quarterly holdback
allocations except as waived by the President of Winnebago Industries,
Inc. for normal retirement
_____________
dt 1318257
| |
Preview
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| 2003 |
Officers Incentive Compensation Plan
Officers Incentive Compensation Plan (13K)
Doc #381656: Click preview link for longer preview.
[WINNEBAGO LOGO]
OFFICERS INCENTIVE COMPENSATION PLAN
GROUP A - OFFICERS
FISCAL PERIOD 2004
WINNEBAGO INDUSTRIES, INC.
OFFICERS INCENTIVE COMPENSATION PLAN
FISCAL PERIOD 2004
1. PURPOSE. The purpose of the Winnebago Industries, Inc. Officers Incentive
Compensation Plan (the "Plan") is to promote the growth and profitability
of Winnebago . . .
381656
|
Winnebago
As referenced in this Officers Incentive Compensation Plan:
WINNEBAGO INDUSTRIES, INC – {DOCUMENT}
{TYPE}EX-10.P
{SEQUENCE}8
{FILENAME}wgo034976_ex10p.txt
{TEXT}
EXHIBIT 10p.
[WINNEBAGO LOGO]
OFFICERS INCENTIVE COMPENSATION PLAN
GROUP A - OFFICERS
FISCAL PERIOD 2004
{PAGE}
WINNEBAGO INDUSTRIES, INC .
OFFICERS INCENTIVE COMPENSATION PLAN
FISCAL PERIOD 2004
1. PURPOSE. The purpose of the Winnebago Industries, Inc. Officers Incentive
Compensation Plan (the "Plan") is to promote the growth and profitability
_____________
Winnebago Industries, Inc – 10p.
[WINNEBAGO LOGO]
OFFICERS INCENTIVE COMPENSATION PLAN
GROUP A - OFFICERS
FISCAL PERIOD 2004
{PAGE}
WINNEBAGO INDUSTRIES, INC.
OFFICERS INCENTIVE COMPENSATION PLAN
FISCAL PERIOD 2004
1. PURPOSE. The purpose of the Winnebago Industries, Inc . Officers Incentive
Compensation Plan (the "Plan") is to promote the growth and profitability
of Winnebago Industries, Inc. (the "Company") by providing its officers
with an incentive to achieve corporate
_____________
Winnebago Industries, Inc – OFFICERS INCENTIVE COMPENSATION PLAN
FISCAL PERIOD 2004
1. PURPOSE. The purpose of the Winnebago Industries, Inc. Officers Incentive
Compensation Plan (the "Plan") is to promote the growth and profitability
of Winnebago Industries, Inc . (the "Company") by providing its officers
with an incentive to achieve corporate profit objectives and to attract and
retain officers who will contribute to the achievement of growth and
_____________
Winnebago Industries, Inc – end results.
b. The Committee will approve all initial participation prior to the
beginning of each new program except as provided for in section
c. below.
c. The President of Winnebago Industries, Inc . will make the
determination on participation for new participants and for
payment of earned holdback allocations due to retirement,
disability or death. Unless otherwise specified, participants
must be employed
_____________
Winnebago Industries, Inc – bonus (Target) comprised of (2/3) cash and (1/3)
supplementary cash match (pursuant to Section 7) at 100% achievement of the
financial objectives.
A participant must be employed by Winnebago Industries, Inc . at the end of
the fiscal year to be eligible for any previous quarterly holdback
allocations except as waived by the President of Winnebago Industries, Inc.
for normal retirement
_____________
dt 1318266
| |
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| 2001 |
Officers Incentive Compensation Plan
Officers Incentive Compensation Plan (13K)
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381703
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| 2000 |
Officers Incentive Compensation Plan
Officers Incentive Compensation Plan (20K)
Doc #381718: Click preview link for longer preview.
WINNEBAGO INDUSTRIES, INC.
OFFICERS INCENTIVE COMPENSATION PLAN
FISCAL PERIOD 2000 - 2001
1. PURPOSE. The purpose of the Winnebago Industries, Inc. Officers
Incentive Compensation Plan (the "Plan") is to promote the growth and
profitability of Winnebago Industries, Inc. (the "Company") by
providing its officers with an incentive to achieve corporate profit
objectives and to attract and retain officers who will contribute to
the . . .
381718
|
Winnebago
As referenced in this Officers Incentive Compensation Plan:
WINNEBAGO INDUSTRIES, INC – {DOCUMENT}
{TYPE}EX-10.C
{SEQUENCE}4
{FILENAME}0004.txt
{DESCRIPTION}OFFICERS INCENTIVE COMPENSATION PLAN - GROUP A
{TEXT}
WINNEBAGO INDUSTRIES, INC .
OFFICERS INCENTIVE COMPENSATION PLAN
GROUP A - OFFICERS
FISCAL PERIOD 2000 - 2001
{PAGE}
EXHIBIT 10c.
WINNEBAGO INDUSTRIES, INC.
OFFICERS INCENTIVE COMPENSATION PLAN
FISCAL PERIOD 2000 - 2001
1. PURPOSE. The purpose
_____________
WINNEBAGO INDUSTRIES, INC – SEQUENCE}4
{FILENAME}0004.txt
{DESCRIPTION}OFFICERS INCENTIVE COMPENSATION PLAN - GROUP A
{TEXT}
WINNEBAGO INDUSTRIES, INC.
OFFICERS INCENTIVE COMPENSATION PLAN
GROUP A - OFFICERS
FISCAL PERIOD 2000 - 2001
{PAGE}
EXHIBIT 10c.
WINNEBAGO INDUSTRIES, INC .
OFFICERS INCENTIVE COMPENSATION PLAN
FISCAL PERIOD 2000 - 2001
1. PURPOSE. The purpose of the Winnebago Industries, Inc. Officers
Incentive Compensation Plan (the "Plan") is to promote the growth and
_____________
Winnebago Industries, Inc – INCENTIVE COMPENSATION PLAN
GROUP A - OFFICERS
FISCAL PERIOD 2000 - 2001
{PAGE}
EXHIBIT 10c.
WINNEBAGO INDUSTRIES, INC.
OFFICERS INCENTIVE COMPENSATION PLAN
FISCAL PERIOD 2000 - 2001
1. PURPOSE. The purpose of the Winnebago Industries, Inc . Officers
Incentive Compensation Plan (the "Plan") is to promote the growth and
profitability of Winnebago Industries, Inc. (the "Company") by
providing its officers with an incentive to achieve corporate
_____________
Winnebago Industries, Inc – INCENTIVE COMPENSATION PLAN
FISCAL PERIOD 2000 - 2001
1. PURPOSE. The purpose of the Winnebago Industries, Inc. Officers
Incentive Compensation Plan (the "Plan") is to promote the growth and
profitability of Winnebago Industries, Inc . (the "Company") by
providing its officers with an incentive to achieve corporate profit
objectives and to attract and retain officers who will contribute to
the achievement of growth and
_____________
Winnebago Industries, Inc – end results.
b. The Committee will approve all initial participation prior to
the beginning of each new program except as provided for in
section c. below.
c. The President of Winnebago Industries, Inc . will make the
determination on participation for new participants, for
payment of earned holdback allocations due to retirement or
disability and other related partial year participation issues
necessary to
_____________
dt 1318284
| |
| Full Doc
| 2006 |
Officers Incentive Compensation Plan
Officers Incentive Compensation Plan (11K)
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2187476
| | |
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| 2007 |
Officers Incentive Compensation Plan
Officers Incentive Compensation Plan (11K)
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2967274
| | |
| Full Doc
| 2008 |
Officers Incentive Compensation Plan
Officers Incentive Compensation Plan (12K)
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3438697
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| Full Doc
| 2009 |
Officers Incentive Compensation Plan
Officers Incentive Compensation Plan (11K)
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3822002
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| 2004 |
Officers Long-Term Incentive Plan
Officers Long-Term Incentive Plan (13K)
Doc #381600: Click preview link for longer preview.
[LOGO]
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD
2005, 2006 AND 2007
{PAGE}
WINNEBAGO INDUSTRIES, INC.
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD 2005, 2006 AND 2007
1. PURPOSE. The purpose of the Winnebago Industries, Inc. Officers
Long-Term Incentive Plan (the "Plan") is to promote the long-term
growth and profitability of Winnebago Industries, Inc. (the "Company")
by providing its officers with an incentive to achieve long-term
corporate profit objectives and to attract and retain officers who will
contribute to the achievement of growth and profitability of the
Company.
2. ADMINISTRATION.
a. HUMAN RESOURCES COMMITTEE. The Plan shall be administered by a
Committee (the "Committee") appointed by the Board of
Directors.
b. POWERS AND DUTIES. The Committee shall have sole discretion
and authority to make any and all determinations necessary or
advisable for administration of the Plan and may amend or
revoke any rule or regulation so established for the proper
administration of the Plan. All interpretations, decisions, or
determinations made by the Committee pursuant to the Plan
shall be final and conclusive.
c. ANNUAL APPROVAL. The Committee must approve the Plan prior to
the beginning of each new fiscal three (3) year plan period.
Each year a new plan will be established for a new three-year
period.
3. PARTICIPATION ELIGIBILITY.
a. Participants must be an officer of the Company with
responsibilities that can have a real impact on the
Corporation's end results.
381600
|
Winnebago
As referenced in this Officers Long-Term Incentive Plan:
WINNEBAGO INDUSTRIES, INC – {DOCUMENT}
{TYPE}EX-10.V
{SEQUENCE}8
{FILENAME}wgo045283_ex10v.txt
{TEXT}
EXHIBIT 10v.
[LOGO]
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD
2005, 2006 AND 2007
{PAGE}
WINNEBAGO INDUSTRIES, INC .
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD 2005, 2006 AND 2007
1. PURPOSE. The purpose of the Winnebago Industries, Inc. Officers
Long-Term Incentive Plan (the "Plan")
_____________
Winnebago Industries, Inc – THREE-YEAR PERIOD
2005, 2006 AND 2007
{PAGE}
WINNEBAGO INDUSTRIES, INC.
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD 2005, 2006 AND 2007
1. PURPOSE. The purpose of the Winnebago Industries, Inc . Officers
Long-Term Incentive Plan (the "Plan") is to promote the long-term
growth and profitability of Winnebago Industries, Inc. (the "Company")
by providing its officers with an incentive
_____________
Winnebago Industries, Inc – 2005, 2006 AND 2007
1. PURPOSE. The purpose of the Winnebago Industries, Inc. Officers
Long-Term Incentive Plan (the "Plan") is to promote the long-term
growth and profitability of Winnebago Industries, Inc . (the "Company")
by providing its officers with an incentive to achieve long-term
corporate profit objectives and to attract and retain officers who will
contribute to the achievement of
_____________
Winnebago Industries, Inc – end results.
b. The Committee will approve all initial participation prior to
the beginning of each new program except as provided for in
Section c. below.
c. The President of Winnebago Industries, Inc . will make the
determination on participation for new participants, for
partial awards due to retirement, disability or death. Unless
otherwise specified, participants must be employed as of the
end
_____________
Winnebago
Industries, Inc – paid and a maximum incentive level.
5. METHOD OF PAYMENT. The long-term incentive award will be a performance
stock grant made in restricted shares of the common stock of Winnebago
Industries, Inc . or in cash if elected by the participant. The amount
of the participants' long-term incentive award for the three (3) year
fiscal period shall be in direct proportion
_____________
dt 1318258
| |
Preview
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| 2004 |
Officers Long-Term Incentive Plan
Officers Long-Term Incentive Plan (10K)
Doc #381628: Click preview link for longer preview.
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD
2002, 2003 and 2004
WINNEBAGO INDUSTRIES, INC.
OFFICERS LONG-TERM INCENTIVE PLAN
Fiscal Three-Year Period 2002, 2003 and 2004
1.
Purpose. The purpose of the Winnebago Industries, Inc. Officers Long-Term Incentive Plan (the ?Plan?) is to promote the long-term growth and profitability of Winnebago Industries, Inc. (the ?Company?) by providing its officers with an incentive to achieve long-term corporate profit objectives and to attract and retain officers who will contribute to the . . .
381628
|
Winnebago
As referenced in this Officers Long-Term Incentive Plan:
WINNEBAGO INDUSTRIES, INC –
Exhibit 10i to WINNEBAGO INDUSTRIES, INC . Form 10-Q dated 02-28-2004
EX-10.I 8 winn041847_ex10i.htm
Exhibit 10i
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD
2002, 2003 and 2004
WINNEBAGO
_____________
WINNEBAGO INDUSTRIES, INC – INDUSTRIES, INC. Form 10-Q dated 02-28-2004
EX-10.I 8 winn041847_ex10i.htm
Exhibit 10i
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD
2002, 2003 and 2004
WINNEBAGO INDUSTRIES, INC .
OFFICERS LONG-TERM INCENTIVE PLAN
Fiscal Three-Year Period 2002, 2003 and 2004
1.
Purpose. The purpose of the Winnebago Industries, Inc. Officers Long-Term Incentive Plan (the Plan)
_____________
Winnebago Industries, Inc – FISCAL THREE-YEAR PERIOD
2002, 2003 and 2004
WINNEBAGO INDUSTRIES, INC.
OFFICERS LONG-TERM INCENTIVE PLAN
Fiscal Three-Year Period 2002, 2003 and 2004
1.
Purpose. The purpose of the Winnebago Industries, Inc . Officers Long-Term Incentive Plan (the Plan) is to promote the long-term growth and profitability of Winnebago Industries, Inc. (the Company) by providing its officers with an incentive
_____________
Winnebago Industries, Inc – 2002, 2003 and 2004
1.
Purpose. The purpose of the Winnebago Industries, Inc. Officers Long-Term Incentive Plan (the Plan) is to promote the long-term growth and profitability of Winnebago Industries, Inc . (the Company) by providing its officers with an incentive to achieve long-term corporate profit objectives and to attract and retain officers who will contribute to the achievement of
_____________
Winnebago Industries, Inc – end results.
b.
The Committee will approve all initial participation prior to the beginning of each new program except as provided for in section c. below.
c.
The President of Winnebago Industries, Inc . will make the determination on participation for new participants, for partial awards due to retirement or disability and other related partial year participation issues necessary to maintain routine and
_____________
dt 1318262
| |
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| 2004 |
Officers Long-Term Incentive Plan
Officers Long-Term Incentive Plan (10K)
Doc #381629: Click preview link for longer preview.
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD
2003, 2004 and 2005
WINNEBAGO INDUSTRIES, INC.
OFFICERS LONG-TERM INCENTIVE PLAN
Fiscal Three-Year Period 2003, 2004 and 2005
1.
Purpose. The purpose of the Winnebago Industries, Inc. Officers Long-Term Incentive Plan (the ?Plan?) is to promote the long-term growth and profitability of Winnebago Industries, Inc. (the ?Company?) by providing its officers with an incentive to achieve long-term corporate profit objectives and to attract and retain officers who will contribute to the . . .
381629
|
Winnebago
As referenced in this Officers Long-Term Incentive Plan:
WINNEBAGO INDUSTRIES, INC –
Exhibit 10r to WINNEBAGO INDUSTRIES, INC . Form 10-Q dated 02-28-2004
EX-10.R 9 winn041847_ex10r.htm
Exhibit 10r
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD
2003, 2004 and 2005
WINNEBAGO
_____________
WINNEBAGO INDUSTRIES, INC – INDUSTRIES, INC. Form 10-Q dated 02-28-2004
EX-10.R 9 winn041847_ex10r.htm
Exhibit 10r
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD
2003, 2004 and 2005
WINNEBAGO INDUSTRIES, INC .
OFFICERS LONG-TERM INCENTIVE PLAN
Fiscal Three-Year Period 2003, 2004 and 2005
1.
Purpose. The purpose of the Winnebago Industries, Inc. Officers Long-Term Incentive Plan (the Plan)
_____________
Winnebago Industries, Inc – FISCAL THREE-YEAR PERIOD
2003, 2004 and 2005
WINNEBAGO INDUSTRIES, INC.
OFFICERS LONG-TERM INCENTIVE PLAN
Fiscal Three-Year Period 2003, 2004 and 2005
1.
Purpose. The purpose of the Winnebago Industries, Inc . Officers Long-Term Incentive Plan (the Plan) is to promote the long-term growth and profitability of Winnebago Industries, Inc. (the Company) by providing its officers with an incentive
_____________
Winnebago Industries, Inc – 2003, 2004 and 2005
1.
Purpose. The purpose of the Winnebago Industries, Inc. Officers Long-Term Incentive Plan (the Plan) is to promote the long-term growth and profitability of Winnebago Industries, Inc . (the Company) by providing its officers with an incentive to achieve long-term corporate profit objectives and to attract and retain officers who will contribute to the achievement of
_____________
Winnebago Industries, Inc – end results.
b.
The Committee will approve all initial participation prior to the beginning of each new program except as provided for in section c. below.
c.
The President of Winnebago Industries, Inc . will make the determination on participation for new participants, for partial awards due to retirement, disability or death. Unless otherwise specified, participants must be employed as of the end
_____________
dt 1318263
| |
| Full Doc
| 2003 |
Officers Long-Term Incentive Plan
Officers Long-Term Incentive Plan (12K)
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381655
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| 2003 |
Officers Long-Term Incentive Plan
Officers Long-Term Incentive Plan (12K)
Doc #381657: This document is immediately available for purchase, but does not have a preview available for viewing.
381657
| | |
| Full Doc
| 2003 |
Officers Long-Term Incentive Plan
Officers Long-Term Incentive Plan (11K)
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381658
| | |
Preview
Full Doc
| 2002 |
Officers Long-Term Incentive Plan
Officers Long-Term Incentive Plan (12K)
Doc #381691: Click preview link for longer preview.
[LOGO]
WINNEBAGO
INDUSTRIES
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD
2003, 2004 AND 2005
(EFFECTIVE SEPTEMBER 1, 2002)
WINNEBAGO INDUSTRIES, INC.
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD 2003, 2004 AND 2005
1. PURPOSE. The purpose of . . .
381691
|
Winnebago
As referenced in this Officers Long-Term Incentive Plan:
WINNEBAGO INDUSTRIES, INC – DESCRIPTION}OFFICERS LONG-TERM INCENTIVE PLAN
{TEXT}
EXHIBIT 10t.
[LOGO]
WINNEBAGO
INDUSTRIES
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD
2003, 2004 AND 2005
(EFFECTIVE SEPTEMBER 1, 2002)
{PAGE}
WINNEBAGO INDUSTRIES, INC .
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD 2003, 2004 AND 2005
1. PURPOSE. The purpose of the Winnebago Industries, Inc. Officers Long-Term
Incentive Plan (the "Plan")
_____________
Winnebago Industries, Inc – 2004 AND 2005
(EFFECTIVE SEPTEMBER 1, 2002)
{PAGE}
WINNEBAGO INDUSTRIES, INC.
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD 2003, 2004 AND 2005
1. PURPOSE. The purpose of the Winnebago Industries, Inc . Officers Long-Term
Incentive Plan (the "Plan") is to promote the long-term growth and
profitability of Winnebago Industries, Inc. (the "Company") by providing
its officers with an incentive
_____________
Winnebago Industries, Inc – 2003, 2004 AND 2005
1. PURPOSE. The purpose of the Winnebago Industries, Inc. Officers Long-Term
Incentive Plan (the "Plan") is to promote the long-term growth and
profitability of Winnebago Industries, Inc . (the "Company") by providing
its officers with an incentive to achieve long-term corporate profit
objectives and to attract and retain officers by providing such officers
with an equity
_____________
Winnebago Industries, Inc – end results.
b. The Committee will approve all initial participation prior to the
beginning of each new program except as provided for in Section c.
below.
c. The President of Winnebago Industries, Inc . will make the
determination on participation for new participants, for partial
awards due to retirement, disability or death. Unless otherwise
specified, participants must be employed as of the end
_____________
Winnebago
Industries, Inc – and the return on equity calculations.
5. METHOD OF PAYMENT. The long-term incentive award will be a performance
stock grant made in restricted shares of the common stock of Winnebago
Industries, Inc . The amount of the participants' long-term incentive award
for the three (3) year fiscal period shall be in direct proportion to the
financial performance expressed as a percentage (
_____________
dt 1318270
| |
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| 2001 |
Officers Long-Term Incentive Plan
Officers Long-Term Incentive Plan (12K)
Doc #381701: Click preview link for longer preview.
WINNEBAGO INDUSTRIES, INC.
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD 2002, 2003 AND 2004
1. PURPOSE. The purpose of the Winnebago Industries, Inc. Officers Long-Term
Incentive Plan (the "Plan") is to promote the long-term growth and
profitability of Winnebago Industries, Inc. (the "Company") by providing
its officers with an incentive to achieve long-term corporate profit
objectives and to attract and retain officers by providing such officers
. . .
381701
|
Winnebago
As referenced in this Officers Long-Term Incentive Plan:
WINNEBAGO INDUSTRIES, INC – 10.M
{SEQUENCE}5
{FILENAME}winnebago014695_ex10m.txt
{DESCRIPTION}OFFICERS LONG-TERM INCENTIVE PLAN
{TEXT}
EXHIBIT 10m.
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD
2002, 2003 AND 2004
{PAGE}
WINNEBAGO INDUSTRIES, INC .
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD 2002, 2003 AND 2004
1. PURPOSE. The purpose of the Winnebago Industries, Inc. Officers Long-Term
Incentive Plan (the "Plan")
_____________
Winnebago Industries, Inc – THREE-YEAR PERIOD
2002, 2003 AND 2004
{PAGE}
WINNEBAGO INDUSTRIES, INC.
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD 2002, 2003 AND 2004
1. PURPOSE. The purpose of the Winnebago Industries, Inc . Officers Long-Term
Incentive Plan (the "Plan") is to promote the long-term growth and
profitability of Winnebago Industries, Inc. (the "Company") by providing
its officers with an incentive
_____________
Winnebago Industries, Inc – 2002, 2003 AND 2004
1. PURPOSE. The purpose of the Winnebago Industries, Inc. Officers Long-Term
Incentive Plan (the "Plan") is to promote the long-term growth and
profitability of Winnebago Industries, Inc . (the "Company") by providing
its officers with an incentive to achieve long-term corporate profit
objectives and to attract and retain officers by providing such officers
with an equity
_____________
Winnebago Industries, Inc – end results.
b. The Committee will approve all initial participation prior to
the beginning of each new program except as provided for in
Section c. below.
c. The President of Winnebago Industries, Inc . will make the
determination on participation for new participants, for
partial awards due to retirement or disability and other
related partial year participation issues necessary to
maintain routine and
_____________
Winnebago
Industries, Inc – the return on equity calculations.
{PAGE}
5. METHOD OF PAVMENT. The long-term incentive award will be a performance
stock grant made in restricted shares of the common stock of Winnebago
Industries, Inc . The amount of the participants' long-term incentive award
for the three (3) year fiscal period shall be in direct proportion to the
financial performance expressed as a percentage (
_____________
dt 1318272
| |
Preview
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| 2000 |
Officers Long-Term Incentive Plan
Officers Long-Term Incentive Plan (145K)
Doc #381719: Click preview link for longer preview.
WINNEBAGO INDUSTRIES, INC.
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD 2001, 2002 AND 2003
1. PURPOSE. The purpose of the Winnebago Industries, Inc. Officers
Long-Term Incentive Plan (the "Plan") is to promote the long-term
growth and profitability of Winnebago Industries, Inc. (the "Company")
by providing its officers with an incentive to achieve long-term
corporate profit objectives and to attract and retain officers by
. . .
381719
|
Winnebago
As referenced in this Officers Long-Term Incentive Plan:
WINNEBAGO INDUSTRIES INC – {DOCUMENT}
{TYPE}EX-10.L
{SEQUENCE}5
{FILENAME}0005.txt
{DESCRIPTION}OFFICERS LONG-TERM INCENTIVE PLAN
{TEXT}
WINNEBAGO INDUSTRIES INC .
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD
2001, 2002 AND 2003
{PAGE}
EXHIBIT 10l.
WINNEBAGO INDUSTRIES, INC.
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD 2001,
_____________
WINNEBAGO INDUSTRIES, INC – 5
{FILENAME}0005.txt
{DESCRIPTION}OFFICERS LONG-TERM INCENTIVE PLAN
{TEXT}
WINNEBAGO INDUSTRIES INC.
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD
2001, 2002 AND 2003
{PAGE}
EXHIBIT 10l.
WINNEBAGO INDUSTRIES, INC .
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD 2001, 2002 AND 2003
1. PURPOSE. The purpose of the Winnebago Industries, Inc. Officers
Long-Term Incentive Plan (the "Plan")
_____________
Winnebago Industries, Inc – PERIOD
2001, 2002 AND 2003
{PAGE}
EXHIBIT 10l.
WINNEBAGO INDUSTRIES, INC.
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD 2001, 2002 AND 2003
1. PURPOSE. The purpose of the Winnebago Industries, Inc . Officers
Long-Term Incentive Plan (the "Plan") is to promote the long-term
growth and profitability of Winnebago Industries, Inc. (the "Company")
by providing its officers with an incentive
_____________
Winnebago Industries, Inc – 2001, 2002 AND 2003
1. PURPOSE. The purpose of the Winnebago Industries, Inc. Officers
Long-Term Incentive Plan (the "Plan") is to promote the long-term
growth and profitability of Winnebago Industries, Inc . (the "Company")
by providing its officers with an incentive to achieve long-term
corporate profit objectives and to attract and retain officers by
providing such officers with an equity
_____________
Winnebago Industries, Inc – end results.
b. The Committee will approve all initial participation prior to
the beginning of each new program except as provided for in
section c. below.
c. The President of Winnebago Industries, Inc . will make the
determination on participation for new participants, for
partial awards due to retirement or disability and other
related partial year participation issues necessary to
maintain routine and
_____________
dt 1318285
;
Pentair
As referenced in this Officers Long-Term Incentive Plan:
PENTAIR, INC – THE BOARD AND
CHIEF EXECUTIVE OFFICER
WINNEBAGO INDUSTRIES, INC.
John V. Hanson (58)
FORMER DEPUTY CHAIRMAN OF THE BOARD
WINNEBAGO INDUSTRIES, INC.
Gerald C. Kitch (62)
FORMER EXECUTIVE VICE PRESIDENT
PENTAIR, INC .
Richard C. Scott (66)
VICE PRESIDENT, UNIVERSITY DEVELOPMENT
BAYLOR UNIVERSITY
Frederick M. Zimmerman (64)
PROFESSOR OF MANUFACTURING SYSTEMS ENGINEERING
THE UNIVERSITY OF ST. THOMAS
Luise V. Hanson (87)
DIRECTOR
_____________
dt 1007283
;
|
TOTAL
As referenced in this Officers Long-Term Incentive Plan:
TOTAL S – 939 12,937
Additional paid-in capital 21,994 21,907
Reinvested earnings 195,556 151,482
------------------------------------
230,489 186,326
Less treasury stock, at cost 55,580 36,942
------------------------------------
TOTAL S TOCKHOLDERS' EQUITY 174,909 149,384
------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 308,686 $ 285,889
------------------------------------
{/TABLE}
{PAGE}
CONSOLIDATED STATEMENTS OF INCOME
{TABLE}
{CAPTION}
YEAR ENDED
AUGUST 26, AUGUST 28, AUGUST
_____________
TOTAL
------------------------------------------------------------------------------------------------------------------
{S – tax effect of significant items comprising the Company's net deferred tax
assets are as follows:
{TABLE}
{CAPTION}
AUGUST 26, 2000 AUGUST 28, 1999
(DOLLARS IN THOUSANDS) ASSETS LIABILITIES TOTAL TOTAL
------------------------------------------------------------------------------------------------------------------
{S } {C} {C} {C} {C}
CURRENT:
Accrued vacation $ 1,394 $ -- $ 1,394 $ 1,260
Legal reserves 498 -- 498 627
Warranty reserves 2,840 -- 2,840 2,242
Bad debt reserves
_____________
TOTAL
-----------------------------------------------------------------------------------------------
{S – 2000, August 28, 1999 and August 29, 1998, the
Company's segment information is as follows:
{TABLE}
{CAPTION}
RECREATION
VEHICLES & OTHER
MANUFACTURED DEALER GENERAL
(DOLLARS IN THOUSANDS) PRODUCTS FINANCING CORPORATE TOTAL
-----------------------------------------------------------------------------------------------
{S } {C} {C} {C} {C}
2000
Net revenues $ 739,415 $ 3,908 $ -- $ 743,323
Operating income (loss) 67,252 3,892 (490) 70,654
Identifiable assets 191,501 33,508
_____________
dt 1394450
;
 Wells Fargo Bank
As referenced in this Officers Long-Term Incentive Plan:
Wells Fargo Bank Minnesota, N.A. – viewed online
in the Investor Relations section of Winnebago Industries' website:
http://www.winnebagoind.com
SHAREHOLDER ACCOUNT ASSISTANCE
Transfer Agent to contact for address changes, account certificates and stock
holdings:
Wells Fargo Bank Minnesota, N.A.
P.O. Box 64854
St. Paul, Minnesota 55164-0854
or
161 North Concord Exchange
South St. Paul, Minnesota 55075-1139
Telephone: (800) 468-9716 or (651) 450-4064
E-
_____________
dt 1010923
|
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Full Doc
| 2005 |
Officers Long-Term Incentive Plan
Officers Long-Term Incentive Plan (10K)
Doc #1052353: Click preview link for longer preview.
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD
2006, 2007 and 2008
WINNEBAGO INDUSTRIES, INC.
OFFICERS LONG-TERM INCENTIVE PLAN
Fiscal Three-Year Period 2006, 2007 and 2008
1.
Purpose. The purpose of the Winnebago Industries, Inc. Officers Long-Term Incentive Plan (the ?Plan?) is to promote the long-term growth and profitability of Winnebago Industries, Inc. (the ?Company?) by providing its officers with an incentive to achieve long-term corporate profit objectives and to attract and retain officers who will contribute to the achievement of growth and . . .
1052353
|
Winnebago
As referenced in this Officers Long-Term Incentive Plan:
Winnebago Industries, Inc. – Winnebago Industries, Inc. Exhibit 10.1 to Form 8-K dated August 30, 2005
EX-10.2 4 win053672_ex10-2.htm
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD
2006, 2007
_____________
WINNEBAGO INDUSTRIES, INC – 10.1 to Form 8-K dated August 30, 2005
EX-10.2 4 win053672_ex10-2.htm
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD
2006, 2007 and 2008
WINNEBAGO INDUSTRIES, INC .
OFFICERS LONG-TERM INCENTIVE PLAN
Fiscal Three-Year Period 2006, 2007 and 2008
1.
Purpose. The purpose of the Winnebago Industries, Inc. Officers Long-Term Incentive Plan (the Plan)
_____________
Winnebago Industries, Inc – FISCAL THREE-YEAR PERIOD
2006, 2007 and 2008
WINNEBAGO INDUSTRIES, INC.
OFFICERS LONG-TERM INCENTIVE PLAN
Fiscal Three-Year Period 2006, 2007 and 2008
1.
Purpose. The purpose of the Winnebago Industries, Inc . Officers Long-Term Incentive Plan (the Plan) is to promote the long-term growth and profitability of Winnebago Industries, Inc. (the Company) by providing its officers with an incentive
_____________
Winnebago Industries, Inc – 2006, 2007 and 2008
1.
Purpose. The purpose of the Winnebago Industries, Inc. Officers Long-Term Incentive Plan (the Plan) is to promote the long-term growth and profitability of Winnebago Industries, Inc . (the Company) by providing its officers with an incentive to achieve long-term corporate profit objectives and to attract and retain officers who will contribute to the achievement of
_____________
Winnebago Industries, Inc – will approve all initial participation prior to the beginning of each new program except as provided for in section c. below.
c.
The Chairman of the Board and CEO of Winnebago Industries, Inc . will make the determination on participation for new participants, for partial awards due to retirement, disability or death. Unless otherwise specified, participants must be employed as of the end
_____________
dt 1561011
| |
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Full Doc
| 2006 |
Officers Long-Term Incentive Plan
Officers Long-Term Incentive Plan (10K)
Doc #2187477: Click preview link for longer preview.
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD
2007, 2008 and 2009
WINNEBAGO INDUSTRIES, INC.
OFFICERS LONG-TERM INCENTIVE PLAN
Fiscal Three-Year Period 2007, 2008 and 2009
1.
Purpose. The purpose of the Winnebago Industries, Inc. Officers Long-Term Incentive Plan (the ?Plan?) is to promote the long-term growth and profitability of Winnebago Industries, Inc. (the ?Company?) by providing its officers with an incentive to achieve long-term corporate profit . . .
2187477
|
Winnebago
As referenced in this Officers Long-Term Incentive Plan:
Winnebago Industries, Inc – Exhibit 99.2 to Winnebago Industries, Inc . Form 8-K dated June 21, 2006
EX-99.2 4 wgo062571_ex99-2.htm OFFICERS LONG-TERM INCENTIVE PLAN
Exhibit 99.2
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-
_____________
WINNEBAGO INDUSTRIES, INC – 21, 2006
EX-99.2 4 wgo062571_ex99-2.htm OFFICERS LONG-TERM INCENTIVE PLAN
Exhibit 99.2
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD
2007, 2008 and 2009
WINNEBAGO INDUSTRIES, INC .
OFFICERS LONG-TERM INCENTIVE PLAN
Fiscal Three-Year Period 2007, 2008 and 2009
1.
Purpose. The purpose of the Winnebago Industries, Inc. Officers Long-Term Incentive Plan (the Plan)
_____________
Winnebago Industries, Inc – FISCAL THREE-YEAR PERIOD
2007, 2008 and 2009
WINNEBAGO INDUSTRIES, INC.
OFFICERS LONG-TERM INCENTIVE PLAN
Fiscal Three-Year Period 2007, 2008 and 2009
1.
Purpose. The purpose of the Winnebago Industries, Inc . Officers Long-Term Incentive Plan (the Plan) is to promote the long-term growth and profitability of Winnebago Industries, Inc. (the Company) by providing its officers with an incentive
_____________
Winnebago Industries, Inc – 2007, 2008 and 2009
1.
Purpose. The purpose of the Winnebago Industries, Inc. Officers Long-Term Incentive Plan (the Plan) is to promote the long-term growth and profitability of Winnebago Industries, Inc . (the Company) by providing its officers with an incentive to achieve long-term corporate profit objectives and to attract and retain officers who will contribute to the achievement of
_____________
Winnebago Industries, Inc – will approve all initial participation prior to the beginning of each new program except as provided for in section c. below.
c.
The Chairman of the Board and CEO of Winnebago Industries, Inc . will make the determination on participation for new participants, for partial awards due to retirement, disability or death. Unless otherwise specified, participants must be employed as of the end
_____________
dt 1561014
| |
Preview
Full Doc
| 2007 |
Officers Long-Term Incentive Plan
Officers Long-Term Incentive Plan (10K)
Doc #2967275: Click preview link for longer preview.
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD
2008, 2009 and 2010
WINNEBAGO INDUSTRIES, INC.
OFFICERS LONG-TERM INCENTIVE PLAN
Fiscal Three-Year Period 2008, 2009 and 2010
1.
Purpose. The purpose of the Winnebago Industries, Inc. Officers Long-Term Incentive Plan (the ?Plan?) is to promote the long-term growth and profitability of Winnebago Industries, Inc. (the ?Company?) by providing its officers with an incentive to achieve long-term corporate profit objectives and to attract and . . .
2967275
|
Winnebago
As referenced in this Officers Long-Term Incentive Plan:
WINNEBAGO INDUSTRIES, INC –
EX-99.2 4 wgo072606_ex99-2.htm OFFICERS LONG-TERM INCENTIVE PLAN
Exhibit 99.2
OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD
2008, 2009 and 2010
WINNEBAGO INDUSTRIES, INC .
OFFICERS LONG-TERM INCENTIVE PLAN
Fiscal Three-Year Period 2008, 2009 and 2010
1.
Purpose. The purpose of the Winnebago Industries, Inc. Officers Long-Term Incentive Plan (the ?Plan?)
_____________
Winnebago Industries, Inc – FISCAL THREE-YEAR PERIOD
2008, 2009 and 2010
WINNEBAGO INDUSTRIES, INC.
OFFICERS LONG-TERM INCENTIVE PLAN
Fiscal Three-Year Period 2008, 2009 and 2010
1.
Purpose. The purpose of the Winnebago Industries, Inc . Officers Long-Term Incentive Plan (the ?Plan?) is to promote the long-term growth and profitability of Winnebago Industries, Inc. (the ?Company?) by providing its officers with an incentive
_____________
Winnebago Industries, Inc – 2008, 2009 and 2010
1.
Purpose. The purpose of the Winnebago Industries, Inc. Officers Long-Term Incentive Plan (the ?Plan?) is to promote the long-term growth and profitability of Winnebago Industries, Inc . (the ?Company?) by providing its officers with an incentive to achieve long-term corporate profit objectives and to attract and retain officers who will contribute to the achievement of
_____________
Winnebago Industries, Inc – paid and a maximum incentive level.
5.
Method of Payment. The long-term incentive award will be a performance stock grant made in restricted shares of the common stock of Winnebago Industries, Inc . or in cash if elected by the participant. The amount of the participants? long-term incentive award for the three (3) year fiscal period shall be in direct proportion
_____________
Winnebago Industries, Inc – to receive the total of any such long-term incentive award in the form of restricted company stock or in the form of cash.
A participant must be employed by Winnebago Industries, Inc . at the end of the fiscal three (3) year period to be eligible for any long-term incentive award except as waived by the Committee for normal retirement and
_____________
dt 1799976
| |
| Full Doc
| 2008 |
Officers Long-Term Incentive Plan
Officers Long-Term Incentive Plan (10K)
Doc #3438698: This document is immediately available for purchase, but does not have a preview available for viewing.
3438698
| | |
| Full Doc
| 2009 |
Officers Long-Term Incentive Plan
Officers Long-Term Incentive Plan (10K)
Doc #3822003: This document is immediately available for purchase, but does not have a preview available for viewing.
3822003
| | |
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| 2003 |
Rights Plan Agreement [Amendment No.1]
Rights Plan Agreement [Amendment No.1] (6K)
Doc #381687: Click preview link for longer preview.
AMENDMENT NO.1
TO
WINNEBAGO INDUSTRIES, INC.
RIGHTS PLAN AGREEMENT
This Amendment No.1 to Winnebago Industries, Inc. Rights Plan Agreement is
dated as of January 13, 2003 (this "Amendment") between Winnebago Industries,
Inc. (the "Company"), an Iowa corporation, and Wells Fargo Bank Minnesota, N.A.
f/k/a Norwest Bank Minnesota, N.A., as Rights Agent (the "Rights Agent"), to the
Winnebago Industries, Inc. Rights Plan Agreement (the "Rights Agreement"), dated
as of May 3, 2000, between the Company and the Rights Agent.
WITNESSETH:
WHEREAS, the Board of Directors of the Company has determined to amend the
Rights Agreement (the terms defined therein and not otherwise defined herein
being used herein as therein defined);
NOW, THEREFORE, in consideration of the premises and the mutual agreement
herein set forth, the parties hereto agree as follows:
SECTION 1. Amendment of Section 1 of Rights Agreement. The definition of
"Acquiring Person" in Section 1 is amended in full to read as
follows:
"Acquiring Person" shall mean any Person who or which, together with
all Affiliates and Associates of such Person, shall be the Beneficial
Owner of 15 % or more of the Common Shares of the Company then
outstanding, but shall not include (i) the Company, (ii) any Subsidiary
(as such term is hereinafter defined) of the Company, (iii) any
employee benefit plan of the Company or any Subsidiary of the Company,
(iv) any Person holding Common Shares for or pursuant to the terms of
any such employee benefit plan, (v) any Hanson Family Member, or (vi)
FMR Corp., its Affiliates and Associates ("FMR"), but only so long as
(A) FMR is the beneficial owner of less than twenty percent (20 %) of
the shares of common stock then outstanding and (B) FMR reports or is
required to report such ownership on Schedule 13G of the Exchange Act
or on Schedule 13D under the Exchange Act (or any comparable or
successor report) which Schedule 13D does not state any present
intention to hold such shares of common stock with the purpose or
effect of changing or influencing the control of the Company.
Notwithstanding the foregoing, no Person shall become an "Acquiring
Person" as the result of (x) an acquisition of Common Shares by the
381687
|
Winnebago
As referenced in this Rights Plan Agreement [Amendment No.1]:
WINNEBAGO INDUSTRIES, INC – {DOCUMENT}
{TYPE}EX-10.I
{SEQUENCE}4
{FILENAME}winnebago031779_ex10-i.txt
{DESCRIPTION}RIGHTS PLAN AGREEMENT
{TEXT}
EXHIBIT 10i.
AMENDMENT NO.1
TO
WINNEBAGO INDUSTRIES, INC .
RIGHTS PLAN AGREEMENT
This Amendment No.1 to Winnebago Industries, Inc. Rights Plan Agreement is
dated as of January 13, 2003 (this "Amendment") between Winnebago Industries,
Inc. (the "Company"),
_____________
Winnebago Industries, Inc – 10.I
{SEQUENCE}4
{FILENAME}winnebago031779_ex10-i.txt
{DESCRIPTION}RIGHTS PLAN AGREEMENT
{TEXT}
EXHIBIT 10i.
AMENDMENT NO.1
TO
WINNEBAGO INDUSTRIES, INC.
RIGHTS PLAN AGREEMENT
This Amendment No.1 to Winnebago Industries, Inc . Rights Plan Agreement is
dated as of January 13, 2003 (this "Amendment") between Winnebago Industries,
Inc. (the "Company"), an Iowa corporation, and Wells Fargo Bank Minnesota, N.A.
f/
_____________
Winnebago Industries,
Inc – NO.1
TO
WINNEBAGO INDUSTRIES, INC.
RIGHTS PLAN AGREEMENT
This Amendment No.1 to Winnebago Industries, Inc. Rights Plan Agreement is
dated as of January 13, 2003 (this "Amendment") between Winnebago Industries,
Inc . (the "Company"), an Iowa corporation, and Wells Fargo Bank Minnesota, N.A.
f/k/a Norwest Bank Minnesota, N.A., as Rights Agent (the "Rights Agent"), to the
Winnebago
_____________
Winnebago Industries, Inc – Industries,
Inc. (the "Company"), an Iowa corporation, and Wells Fargo Bank Minnesota, N.A.
f/k/a Norwest Bank Minnesota, N.A., as Rights Agent (the "Rights Agent"), to the
Winnebago Industries, Inc . Rights Plan Agreement (the "Rights Agreement"), dated
as of May 3, 2000, between the Company and the Rights Agent.
WITNESSETH:
WHEREAS, the Board of Directors of the Company has
_____________
WINNEBAGO INDUSTRIES, INC – of such state.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attest it, all as of the day and year first above written.
WINNEBAGO INDUSTRIES, INC .
By
-----------------------------------------------
/s/ Bruce D. Hertzke, Chairman of the Board,
Chief Executive Officer and President
ATTEST:
By
-------------------------------------------
/s/ Raymond M. Beebe, Vice President-
General Counsel and Secretary
WELLS FARGO BANK
_____________
dt 1318268
;
|
Wells Fargo Bank
As referenced in this Rights Plan Agreement [Amendment No.1]:
Wells Fargo Bank Minnesota, N.A. – This Amendment No.1 to Winnebago Industries, Inc. Rights Plan Agreement is
dated as of January 13, 2003 (this "Amendment") between Winnebago Industries,
Inc. (the "Company"), an Iowa corporation, and Wells Fargo Bank Minnesota, N.A.
f/k/a Norwest Bank Minnesota, N.A., as Rights Agent (the "Rights Agent"), to the
Winnebago Industries, Inc. Rights Plan Agreement (the "Rights Agreement"), dated
as of May
_____________
WELLS FARGO BANK MINNESOTA, N.A. – written.
WINNEBAGO INDUSTRIES, INC.
By
-----------------------------------------------
/s/ Bruce D. Hertzke, Chairman of the Board,
Chief Executive Officer and President
ATTEST:
By
-------------------------------------------
/s/ Raymond M. Beebe, Vice President-
General Counsel and Secretary
WELLS FARGO BANK MINNESOTA, N.A. , as
Rights Agent
By
-----------------------------------------
/s/ Barbara M. Novak, Vice President
ATTEST:
By
-------------------------------------
/s/ Nancy Roseny, Vice President
{/TEXT}
{/DOCUMENT}
_____________
dt 1526490
|
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| 2004 |
Rule 10b5-1 Trading Plan
Rule 10b5-1 Trading Plan (30K)
Doc #381639: Click preview link for longer preview.
This Trading Plan dated February 12, 2004 (the "Trading Plan") is
entered into between HANSON CAPITAL PARTNERS, LLC ("Seller") and BESSEMER TRUST
COMPANY OF FLORIDA ("Bessemer"), acting as agent, for the purpose of
establishing a trading plan that complies with Rule 10b5-1(c)(1) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
WHEREAS, Seller has opened investment management account no. 9D3Q13
with Bessemer, which account holds, among other assets, common stock, par value
$0.50 per share (the " . . .
381639
|
Winnebago
As referenced in this Rule 10b5-1 Trading Plan:
WINNEBAGO INDUSTRIES, INC – Exchange Act").
WHEREAS, Seller has opened investment management account no. 9D3Q13
with Bessemer, which account holds, among other assets, common stock, par value
$0.50 per share (the "Stock"), of WINNEBAGO INDUSTRIES, INC . ("Issuer"); and
WHEREAS, Seller desires that Bessemer be granted the authority, under
certain circumstances more particularly described in the Trading Plan, to sell
the Stock, and Bessemer desires to
_____________
Winnebago Industries, Inc – trading system or otherwise.
9. Bessemer may, in its sole discretion, elect to act as principal in
executing sales under the Trading Plan.
-1-
{PAGE}
EXHIBIT B
ISSUER CERTIFICATE
1. Winnebago Industries, Inc . ("Issuer") certifies that it has approved,
and retained a copy of, the Trading Plan dated February 12, 2004 (the
"Trading Plan") between Hanson Capital Partners, LLC ("Seller") and
Bessemer
_____________
Winnebago Industries, Inc – any legend or statement restricting its
transferability to a buyer.
Dated: February 12, 2004
By: /s/ Raymond M. Beebe
--------------------------
Name: Raymond M. Beebe
Title: Vice President, General Counsel
and Secretary
Winnebago Industries, Inc .
-1-
{PAGE}
EXHIBIT C
RULE 144 LETTER
Date
[Broker to be used]
Ladies and Gentlemen:
In connection with the proposed sale by me of _______ shares (the
"Shares") of
_____________
dt 1318264
| |
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| 2003 |
Rule 10b5-1 Trading Plan
Rule 10b5-1 Trading Plan (31K)
Doc #381666: Click preview link for longer preview.
RULE 10b5-1 TRADING PLAN
This Trading Plan dated November 12, 2003, (the "Trading Plan") is
entered into between HANSON CAPITAL PARTNERS, LLC ("Seller") and BESSEMER TRUST
COMPANY OF FLORIDA ("Bessemer"), acting as agent, for the purpose of
establishing a trading plan that complies with Rule 10b5-1(c)(1) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
WHEREAS, Seller has opened investment management account no. 9D3Q13
with Bessemer, which account holds, among other assets, common stock, par value
$0.50 per share (the "Stock"), of WINNEBAGO INDUSTRIES, INC. ("Issuer"); and
WHEREAS, Seller desires that Bessemer be granted the authority, under
certain circumstances more particularly described in the Trading Plan, to sell
the Stock, and Bessemer desires to exercise such authority.
NOW THEREFORE, in consideration of the promises and obligations of
Seller and Bessemer hereunder, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Seller and
Bessemer agree as follows:
1. SPECIFIC PLAN OF SALE. Bessemer agrees to effect sales of
Stock on behalf of Seller in accordance with the specific instructions set forth
in Exhibit A (the "Sales Instructions").
2. FEES/COMMISSIONS. Seller shall pay Bessemer its customary
brokerage and other fees in connection with the sales of the Stock, such amounts
to be deducted by Bessemer from the proceeds of sales under this Trading Plan.
3. SELLER'S REPRESENTATIONS AND WARRANTIES. As of the date
hereof, Seller represents and warrants that:
(a) Seller is not aware of any material nonpublic information
concerning Issuer or any securities of Issuer;
(b) Seller is entering into this Trading Plan in good faith and
not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1;
(c) Seller is not subject to any legal, regulatory or contractual
restriction or undertaking that would prevent Bessemer from conducting
sales in accordance with this Trading Plan;
(d) This Trading Plan is consistent with Issuer's insider trading
policy;
(e) Seller has informed Issuer of this Trading Plan, has furnished
Issuer with a copy of this Trading Plan and has been informed by Issuer
that this Trading Plan is consistent with the Issuer's insider trading
policy;
1
{PAGE}
(f) Seller is not currently party to, and within the 60 days
preceding the date hereof, has not been party to, an agreement with another
Financial Institution entered into for the purpose of establishing a
trading plan that complies with Rule 10b5-1;
(g) the Stock to be sold under this Trading Plan is owned free and
clear by Seller and is not subject to any liens, security interests or
other encumbrances or limitations on dispositions;
(h) to the extent that any Stock is eligible for sale under Rule
144 or Rule 145 under the Securities Act of 1933, as amended (the
"Securities Act"), that Stock is not subject to any liens, security
interests or other encumbrances or limitations on disposition, other than
those imposed by Rule 144 or Rule 145; and
(i) Seller has had an opportunity to consult with Seller's own
advisors as to the legal (including this Trading Plan's compliance with
Rule 10b5-1 and applicable state law), tax, business, financial, accounting
and related aspects of this Trading Plan, including potential application
of Section 16(b) of the Exchange Act to any transaction (whether or not
under this Trading Plan) engaged in by Seller or on Seller's behalf.
Seller has not relied upon Bessemer or any person affiliated with Bessemer
in connection with Seller's adoption or implementation of this Trading
Plan, and Seller acknowledges that Seller has not received or relied on any
representations from Bessemer concerning this Trading Plan's compliance
with Rule 10b5-1.
4. AGREEMENTS BY SELLER.
(a) INVESTMENT MANAGEMENT ACCOUNT. Seller agrees that it will
maintain Bessemer investment management account no. 9D3Q13 during the
effectiveness of this Trading Plan and agrees to comply with the terms and
conditions of the Investment Management Agreement under which the account
was established.
(b) DELIVERY OF STOCK.
(i) Seller agrees to execute such documents as are necessary to
cause the delivery of all shares of Stock to be sold pursuant to this
Trading Plan (with the amount to be agreed upon by Seller and Bessemer,
if the Sale Amount is designated as an aggregate dollar amount) (the
"Plan Shares") into an account at Bessemer in the name of and for the
benefit of Seller (the "Plan Account") prior to the commencement of any
sales under this Trading Plan. Upon notification from Bessemer, if any,
that the number of shares of Stock in the Plan Account is less than the
number of Plan Shares that Bessemer estimates remain to be sold
pursuant to this Trading Plan, Seller agrees to execute such documents
that are necessary to cause the delivery promptly to the Plan Account
of the number of shares of Stock specified by Bessemer as necessary to
eliminate this shortfall.
(ii) Seller agrees that its failure to make effective delivery of
shares of Stock shall relieve Bessemer of its obligations under this
Trading Plan.
2
{PAGE}
(c) HEDGING TRANSACTIONS. While this Trading Plan is in effect,
Seller agrees to comply with the prohibition set forth in Rule
10b5-1(c)(1)(C) against entering into or altering a corresponding or
hedging transaction or position with respect to the Stock.
(d) NOTICE TO BESSEMER. Seller agrees to notify Bessemer to
terminate sales, as appropriate, as soon as practicable upon the occurrence
of any of the events contemplated in paragraph 7(c).
(e) COMMUNICATIONS. Seller agrees that it shall not, directly or
indirectly, communicate any material nonpublic information relating to the
Stock or Issuer to any employee of Bessemer.
(f) CERTAIN REQUIRED EXCHANGE ACT FILINGS. Seller agrees to make
381666
|
Winnebago
As referenced in this Rule 10b5-1 Trading Plan:
WINNEBAGO INDUSTRIES, INC – Exchange Act").
WHEREAS, Seller has opened investment management account no. 9D3Q13
with Bessemer, which account holds, among other assets, common stock, par value
$0.50 per share (the "Stock"), of WINNEBAGO INDUSTRIES, INC . ("Issuer"); and
WHEREAS, Seller desires that Bessemer be granted the authority, under
certain circumstances more particularly described in the Trading Plan, to sell
the Stock, and Bessemer desires to
_____________
Winnebago Industries Inc – trading system or otherwise.
9. Bessemer may, in its sole discretion, elect to act as principal in
executing sales under the Trading Plan.
1
{PAGE}
EXHIBIT B
ISSUER CERTIFICATE
1. Winnebago Industries Inc . ("Issuer") certifies that it has approved,
and retained a copy of, the Trading Plan dated November 12, 2003 (the
"Trading Plan") between Hanson Capital Partners, LLC("Seller") and
Bessemer
_____________
Winnebago Industries, Inc – Seller
that does not bear any legend or statement restricting its
transferability to a buyer.
Dated: November 12, 2003
By: /s/ Robert J. Olson
-----------------------------------------
Robert J. Olson
Vice President-Manufacturing
Winnebago Industries, Inc .
2
{PAGE}
EXHIBIT C
RULE 144 LETTER
Date
[Broker to be used]
Ladies and Gentlemen:
In connection with the proposed sale by me of _______ shares (the
"Shares") of
_____________
dt 1318267
| |
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Full Doc
| 2004 |
Rule 10b5-1 Trading Plan
Rule 10b5-1 Trading Plan (30K)
Doc #1672254: Click preview link for longer preview.
<TEXT>
RULE 10B5-1 TRADING PLAN
This Trading Plan dated February 12, 2004 (the "Trading Plan") is
entered into between HANSON CAPITAL PARTNERS, LLC ("Seller") and BESSEMER TRUST
COMPANY OF FLORIDA ("Bessemer"), acting as agent, for the purpose of
establishing a trading plan that complies with Rule 10b5-1(c)(1) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
WHEREAS, Seller has . . .
1672254
|
Winnebago
As referenced in this Rule 10b5-1 Trading Plan:
WINNEBAGO INDUSTRIES, INC – Exchange Act").
WHEREAS, Seller has opened investment management account no. 9D3Q13
with Bessemer, which account holds, among other assets, common stock, par value
$0.50 per share (the "Stock"), of WINNEBAGO INDUSTRIES, INC . ("Issuer"); and
WHEREAS, Seller desires that Bessemer be granted the authority, under
certain circumstances more particularly described in the Trading Plan, to sell
the Stock, and Bessemer desires to
_____________
Winnebago Industries, Inc – or otherwise.
9. Bessemer may, in its sole discretion, elect to act as principal in
executing sales under the Trading Plan.
-1-
<PAGE>
EXHIBIT B
ISSUER CERTIFICATE
1. Winnebago Industries, Inc . ("Issuer") certifies that it has approved,
and retained a copy of, the Trading Plan dated February 12, 2004 (the
"Trading Plan") between Hanson Capital Partners, LLC ("Seller") and
Bessemer
_____________
Winnebago Industries, Inc – any legend or statement restricting its
transferability to a buyer.
Dated: February 12, 2004
By: /s/ Raymond M. Beebe
--------------------------
Name: Raymond M. Beebe
Title: Vice President, General Counsel
and Secretary
Winnebago Industries, Inc .
-1-
<PAGE>
EXHIBIT C
RULE 144 LETTER
Date
[Broker to be used]
Ladies and Gentlemen:
In connection with the proposed sale by me of _______ shares (the
"
_____________
dt 1561012
;
| |
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Full Doc
| 2003 |
Rule 10b5-1 Trading Plan
Rule 10b5-1 Trading Plan (32K)
Doc #1672269: Click preview link for longer preview.
RULE 10b5-1 TRADING PLAN
This Trading Plan dated November 12, 2003, (the "Trading Plan") is
entered into between HANSON CAPITAL PARTNERS, LLC ("Seller") and BESSEMER TRUST
COMPANY OF FLORIDA ("Bessemer"), acting as agent, for the purpose of
establishing a trading plan that complies with Rule 10b5-1(c)(1) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
WHEREAS, Seller has opened investment management account no. 9D3Q13
with Bessemer, which account holds, among other . . .
1672269
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Winnebago
As referenced in this Rule 10b5-1 Trading Plan:
WINNEBAGO INDUSTRIES, INC – Exchange Act").
WHEREAS, Seller has opened investment management account no. 9D3Q13
with Bessemer, which account holds, among other assets, common stock, par value
$0.50 per share (the "Stock"), of WINNEBAGO INDUSTRIES, INC . ("Issuer"); and
WHEREAS, Seller desires that Bessemer be granted the authority, under
certain circumstances more particularly described in the Trading Plan, to sell
the Stock, and Bessemer desires to
_____________
Winnebago Industries Inc – or otherwise.
9. Bessemer may, in its sole discretion, elect to act as principal in
executing sales under the Trading Plan.
1
<PAGE>
EXHIBIT B
ISSUER CERTIFICATE
1. Winnebago Industries Inc . ("Issuer") certifies that it has approved,
and retained a copy of, the Trading Plan dated November 12, 2003 (the
"Trading Plan") between Hanson Capital Partners, LLC("Seller") and
Bessemer
_____________
Winnebago Industries, Inc – Seller
that does not bear any legend or statement restricting its
transferability to a buyer.
Dated: November 12, 2003
By: /s/ Robert J. Olson
-----------------------------------------
Robert J. Olson
Vice President-Manufacturing
Winnebago Industries, Inc .
2
<PAGE>
EXHIBIT C
RULE 144 LETTER
Date
[Broker to be used]
Ladies and Gentlemen:
In connection with the proposed sale by me of _______ shares (the
"
_____________
dt 1561013
;
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Full Doc
| 2006 |
Rule 10b5-1 Trading Plan
Rule 10b5-1 Trading Plan (32K)
Doc #2611295: Click preview link for longer preview.
RULE 10b5-1 TRADING PLAN
This Trading Plan dated November 9, 2006 (the "Trading Plan") is
entered into between HANSON CAPITAL PARTNERS, LLC ("Seller") and BESSEMER TRUST
COMPANY OF FLORIDA ("Bessemer"), acting as agent, for the purpose of
establishing a trading plan that complies with Rule 10b5-1(c)(1) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
WHEREAS, Seller has opened investment management account no. 9D3Q13
with Bessemer, which account holds, among other . . .
2611295
|
Winnebago
As referenced in this Rule 10b5-1 Trading Plan:
WINNEBAGO INDUSTRIES, INC – Exchange Act").
WHEREAS, Seller has opened investment management account no. 9D3Q13
with Bessemer, which account holds, among other assets, common stock, par value
$0.50 per share (the "Stock"), of WINNEBAGO INDUSTRIES, INC . ("Issuer"); and
WHEREAS, Seller desires that Bessemer be granted the authority, under
certain circumstances more particularly described in the Trading Plan, to sell
the Stock, and Bessemer desires to
_____________
Winnebago Industries Inc – trading system or otherwise.
10. Bessemer may, in its sole discretion, elect to act as principal in
executing sales under the Trading Plan.
2
{PAGE}
EXHIBIT B
ISSUER CERTIFICATE
1. Winnebago Industries Inc . ("Issuer") certifies that it has approved,
and retained a copy of, the Trading Plan dated November 9, 2006 (the
"Trading Plan") between Hanson Capital Partners, LLC("Seller") and
Bessemer
_____________
dt 1637153
| |
Preview
Full Doc
| 2006 |
Rule 10b5-1 Trading Plan
Rule 10b5-1 Trading Plan (32K)
Doc #2611296: Click preview link for longer preview.
RULE 10b5-1 TRADING PLAN
This Trading Plan dated November 9, 2006 (the "Trading Plan") is
entered into between HANSON CAPITAL PARTNERS, LLC ("Seller") and BESSEMER TRUST
COMPANY OF FLORIDA ("Bessemer"), acting as agent, for the purpose of
establishing a trading plan that complies with Rule 10b5-1(c)(1) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
WHEREAS, Seller has opened investment management account no. 9D3Q13
with Bessemer, which account holds, among other . . .
2611296
|
Winnebago
As referenced in this Rule 10b5-1 Trading Plan:
WINNEBAGO INDUSTRIES, INC – Exchange Act").
WHEREAS, Seller has opened investment management account no. 9D3Q13
with Bessemer, which account holds, among other assets, common stock, par value
$0.50 per share (the "Stock"), of WINNEBAGO INDUSTRIES, INC . ("Issuer"); and
WHEREAS, Seller desires that Bessemer be granted the authority, under
certain circumstances more particularly described in the Trading Plan, to sell
the Stock, and Bessemer desires to
_____________
Winnebago Industries Inc – trading system or otherwise.
10. Bessemer may, in its sole discretion, elect to act as principal in
executing sales under the Trading Plan.
2
{PAGE}
EXHIBIT B
ISSUER CERTIFICATE
1. Winnebago Industries Inc . ("Issuer") certifies that it has approved,
and retained a copy of, the Trading Plan dated November 9, 2006 (the
"Trading Plan") between Hanson Capital Partners, LLC("Seller") and
Bessemer
_____________
dt 1637154
;
| |
Preview
Full Doc
| 2003 |
Subordination Agreement
Subordination Agreement (11K)
Doc #381683: Click preview link for longer preview.
SUBORDINATION AGREEMENT
(Specific Unit to CDF)
This Subordination Agreement ("Agreement") is hereby made this 24th day of
April, 2003, by and between Winnebago Acceptance Corporation ("Lender") with a
place of business located at Forest City, Iowa and GE Commercial Distribution
Finance Corporation ("CDF") with a place of business located at 2625 S. Plaza
Drive, Suite #201, Tempe, AZ 85282.
RECITAL
CDF and Lender have filed or intend to file a . . .
381683
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