EXHIBIT 10v.
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OFFICERS LONG-TERM INCENTIVE PLAN
FISCAL THREE-YEAR PERIOD
2005, 2006 AND 2007
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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.
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 of the three (3) year fiscal period to be eligible for any
incentive award.
4.
NATURE OF THE PLAN. The long-term incentive award is based upon
financial performance of the Corporation. The Plan is a three (3)
year
(fiscal) program that provides for an opportunity for an
incentive
award based on the achievement of long-term financial
performance
results as measured at the end of the three (3) year fiscal
period.
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 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 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 to the financial
performance expressed as a percentage (Financial Factor)
against
predetermined award targets for each participant. The results for
the
fiscal three (3) year period will be used in identifying the
Financial
Factor to be used for that plan period when calculating the
participants long-term incentive awards.
The long-term incentive for the officers provides for an
opportunity of
25% of the annualized base salary (Target) to be awarded in
restricted
stock or cash at 100% achievement of the financial long-term
objectives. The annualized base salary figure used shall be the
salary
in place for each participant as of January 2005. The resultant
stock
unit share opportunity or cash award opportunity (at 100% of Plan)
will
be adjusted up or down as determined by actual financial
performance
expressed as a percentage (Financial Factor) at the end of the
three
(3) year fiscal period.
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Participants shall elect in writing within 45 days f
