Exhibit 10.1
EMPLOYMENT AGREEMENT
This Employment
Agreement (this “Agreement”) is effective as of October
, 2007 (the “Effective Date”),
and is entered into by and between
,
an individual (“Executive”), and Fleetwood Enterprises,
Inc., a Delaware corporation (the
“Company”).
R E C I T A L S
WHEREAS, by
entering into this Agreement, the terms of Executive’s
employment with the Company shall be governed by the terms and
conditions of this Agreement and any prior agreement between
Executive and the Company or any of the Company’s affiliated
entities relating to Executive’s employment with the Company
or any of its affiliated entities shall be superseded by the terms
of this Agreement except to the extent set forth herein.
NOW, THEREFORE, in
consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, the parties hereto agree as
follows:
A G R E E M E N
T
1.
Employment. As of
the Effective Date, the Company hereby employs Executive to serve
in the capacity of [TITLE]. The Company’s Board of Directors
(the “Board”) and/or the Company’s Chief
Executive Officer (the “CEO”) may provide other
designations of title to Executive as the Board and/or CEO, in
their discretion, may deem appropriate.
Executive agrees
to perform the executive duties and functions customarily
associated with the office of [TITLE] and as specified from time to
time by the Board and/or the CEO. Except for legal holidays,
vacations and absences due to temporary illness, Executive shall
devote his time, attention and energies to the business of the
Company on a full-time basis. Executive represents and warrants to
the Company that he is under no restriction, limitation or other
prohibition to perform his duties as described herein.
2.
Employment Compensation And
Benefits .
(a)
Base Salary . Executive’s initial base salary shall be
at the annual rate of XXXXXXXXX (Dollars) ($XXXXXXX) (the
“Base Salary”), which shall be payable at least as
frequently as monthly and subject to deductions and withholdings
required by applicable law and as customary in respect of the
Company’s salaried employees. The Company, on the basis of
Executive’s performance and the Company’s financial
success and progress, shall review this salary level at least
annually.
(b)
Incentive Compensation . As additional compensation to
provide incentives for Executive to extend efforts which will
assist in increasing the profits of the Company, Executive shall be
eligible to receive incentive compensation based on achieving
individual and organizational performance objectives in accordance
with the terms and conditions of the Company’s Senior
Executive Incentive Compensation Plan,
as such plan
has been established by the Company and as may be modified from
time to time, or any successor thereto (the “Plan”). A
copy of the Plan has been delivered to Executive along with this
Agreement and the Company shall provide Executive with a copy of
any revisions to the Plan when such revisions become effective.
Executive’s participation in the Plan and the number of
participant points granted under the Plan are subject to adjustment
by the Board’s Compensation Committee at such
Committee’s discretion.
(c)
Vacation . Executive shall be entitled to annual vacations
in a manner commensurate with his status as a key executive and in
accordance with the Company’s vacation policies in effect
from time to time during the term of this Agreement.
(d)
Expense Reimbursement . The Company shall reimburse
Executive for all reasonable amounts actually expended by Executive
in the course of performing his duties for the Company and in
accordance with any Company-established guidelines as in effect
from time to time where Executive tenders receipts or other
documentation reasonably substantiating the amounts as required by
the Company.
(e)
Other Benefits . Except as otherwise provided in this
Agreement, Executive shall be entitled to receive all of the
rights, benefits and privileges of an executive officer of the
Company under any retirement, pension, profit-sharing, group
medical insurance, group dental insurance, group-term life
insurance, disability insurance and other similar employee benefit
plan or program of the Company which may be now in effect or
hereafter adopted, to the extent that Executive is eligible under
and subject to the provisions thereof as in effect from time to
time.
3.
Termination .
(a)
At Will . The Company shall employ Executive at will, and
either Executive or the Company may terminate Executive ‘s
employment with the Company at any time and for any reason, with or
without cause, with or without notice.
(b)
Qualifying Termination . Executive ‘s termination
shall be considered a “Qualifying Termination”
unless:
(i)
Executive voluntarily terminates his employment with the Company
and its affiliated companies. Executive, however, shall not
be considered to have voluntarily terminated his employment with
the Company and its affiliated companies if his overall targeted
total cash compensation (base salary plus targeted short term
bonus), (TCC), is reduced or adversely modified in any material
respect or his authority or duties are materially changed and he
elects to terminate his employment within sixty (60) days following
such reduction, modification or change after having given the
Company at least 30 days notice of the same and a reasonable
opportunity to cure during such 30-day notice period.. For the
purposes of this subparagraph, Executive’s authority or
duties shall be considered to have been “materially
changed” if, without Executive’s express and voluntary
written consent, there is any substantial diminution or adverse
modification in his title, status, overall position,
responsibilities, reporting
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relationship, general working environment
(including without limitation secretarial and staff support,
offices, and frequency and mode of travel), or if, without
Executive’s express and voluntary written consent, his job
location is transferred to a site more than fifty (50) miles away
from his place of employment.
(ii)
The termination is on account of Executive’s death or
Disability. For such purposes, “Disability” shall mean
a physical or mental incapacity as a result of which Executive
becomes unable to continue the performance of his responsibilities
for the Company and its affiliated companies and which, at least
three (3) months after its commencement, is determined to be total
and permanent by a physician agreed to by the Company and
Executive, or in the event of Executive’s inability to
designate a physician, his legal representative. In the absence of
agreement between the Company and Executive, each party shall
nominate a qualified physician and the two physicians so nominated
shall select a third physician who shall make the determination as
to Disability.
(iii)
Executive is involuntarily terminated for
“Cause.” For this purpose, “Cause”
shall be limited to only three types of events:
(A)
Executive’s refusal to comply with a lawful, written
instruction of the Board or Executive’s immediate supervisor,
which refusal is not remedied by Executive within a reasonable
period of time after his receipt of written notice from the Company
identifying the refusal, so long as the instruction is consistent
with the scope and responsibilities of Executive’s
position;
(B)
Executive’s act or acts of personal dishonesty which were
intended to result in Executive’s substantial personal
enrichment at the expense of the Company or any of its affiliated
companies; or
(C)
Executive’s conviction of any misdemeanor involving an act of
moral turpitude or any felony.
(iv)
Executive ceases to be employed by the Company due to the sale or
acquisition of all of the equity interests in, or substantially all
of the assets of, a subsidiary or division of the Company with
which Executive is affiliated, or in connection with the merger of
such a subsidiary or division, and this Agreement is assumed in
writing by such acquiring or surviving person or entity or an
affiliate thereof.
(v)
Notwithstanding anything in this Section 3(b) to the contrary,
if the Company relocates its principal operational or executive
headquarters and Executive is transferred, or requested to
transfer, to such headquarters, then if Executive elects to
terminate his employment because of such a transfer or request to
transfer, such termination shall not be deemed a Qualifying
Termination regardless of whether such new headquarters is located
more than
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fifty (50) miles from the location of
Executive’s then-current place of employment.
(c)
Return of Materials . In the event of any termination of
Executive’s employment for any reason whatsoever, Executive
shall promptly deliver to the Company all Company property,
including, but not limited to, documents, data, and other
information pertaining to Confidential Information, as defined
below. Executive shall not take with him any documents or other
information, or any reproduction, summary or excerpt thereof,
containing or pertaining to any Confidential Information.
4.
Change in Control . Concurrently with the execution of
this Agreement, the Company and Executive have also entered into a
Change in Control Agreement of even date herewith (the
“Change in Control Agreement”). The Change in Control
Agreement provides for certain rights and benefits in the event of
a “change in control” of the Company (as defined
therein) or termination of employment in connection with a change
in control.
5.
Severance Payment and Benefits . If Executive’s
employment is terminated as a result of a Qualifying Termination,
as defined in Section 3(b), and if Executive delivers a fully
executed release and waiver of all claims against the Company in a
form reasonably acceptable to the Company, then, upon expirat
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