EXHIBIT 10p.
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OFFICERS INCENTIVE COMPENSATION PLAN
GROUP A - OFFICERS
FISCAL PERIOD 2005
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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 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 year.
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.
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 as of the end of the fiscal period for any
quarterly incentive payment and employed as of the end of the
fiscal year to be eligible for any holdback.
4.
NATURE OF THE PLAN. The incentive award is based upon financial
performance of the Corporation. The Plan is an annual program
that
provides for quarterly cumulative measurements of financial
performance
and an opportunity for quarterly incentive payment based on
performance
results.
The financial performance measurements for this Plan will be based
upon
one or more pre-established financial criteria. These financial
performance measurements will provide an appropriate balance
between
quality and quantity of earnings. The Board annually establishes
the
financial measurements including a Target, a minimum threshold
below
which an incentive will not be paid and a maximum incentive
level.
5.
METHOD OF PAYMENT. The amount of the participants' incentive
compensation for the quarter shall be in direct proportion to
the
financial performance expressed as a percentage (Financial
Factor)
against predetermined compensation targets for each participant.
Upon
completion of the first quarter of the fiscal year, quarterly
results
thereafter shall be combined to form cumulative fiscal
year-to-date
results. The results for the respective period will be used in
identifying the Financial Factor to be used for that period
when
calculating the participants incentive compensation.
50% of the quarterly calculated incentive will be paid within 45
days
after the close of the fiscal quarter. The remaining 50% of the
quarterly calculated incentive will be held back and carried
forward
into the next cumulative quarter. At the end of the fourth
fiscal
quarter (fiscal year end), a final year-end accounting will be
made
prior to the payment of any remaining incentive holdback for the
year.
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The incentive for the officers except for the Chief Executive
Officer,
provides for a 60% bonus (Target) comprised of (2/3) cash and
(1/3)
stock (or in cash at the participants election pursuant to Section
7)
at 100% achievement of the financial objectives. The incentive for
the
Chief Executive Officer provides for a 105% bonus (Target)
comprised of
(2/3) 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 and disability.
6.
STRATEGIC PERFORMANCE. The Human Resources Committee reserves the
right
to modify the core incentive eligibility by plus/minus 20% (of
the
calculated Financial Factor) based upon strategic
organizational
prioriti
