EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.20

EXECUTIVE EMPLOYMENT AGREEMENT

As Amended and Restated

EMPLOYMENT AGREEMENT (the “Agreement”) dated as of July 12, 2004, between Champion Enterprises, Inc., a Michigan corporation (the “Company”), and William C. Griffiths (the “Executive”).

W I T N E S S E T H

WHEREAS, the Company desires to employ the Executive as Chief Executive Officer of the Company;

WHEREAS, the Company and the Executive desire to enter into the Agreement as to the terms of his employment by the Company;

NOW THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

(a)        During the Employment Term (as defined in Section 2 below), the Executive shall serve as the Chief Executive Officer of the Company. In this capacity, the Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as the Board of Directors of the Company (the “Board”) shall designate that are consistent with the Executive’s position as Chief Executive Officer of the Company. The Executive shall report to the Board.

(b)        During the Employment Term, the Executive shall devote all of his business time, energy and skill and his best efforts to the performance of his duties with the Company, provided the foregoing shall not prevent the Executive from (i) serving on the board of directors of non-profit organizations and, with the prior written approval of the Board, other companies, (ii) participating in charitable, civic, educational, professional, community or industry affairs and (iii) managing his and his family’s passive personal investments so long as such activities in the aggregate do not interfere or conflict with his duties hereunder or create a potential business conflict.

(c)        The Board shall take such action as may be necessary to appoint or elect the Executive as a member of the Board as of the Effective Date. Thereafter, during the Employment Term, the Board shall nominate the Executive for re-election as a member of the Board at the expiration of the then current term, provided that the foregoing shall not be required to the extent prohibited by legal or regulatory requirements.

2.                EMPLOYMENT TERM. The Executive’s term of employment under this Agreement shall be for a term commencing on August 1, 2004 (the “Effective Date”) and, unless terminated earlier as provided in Section 8, ending on December 31, 2008 (the “Employment Term”).

3.                BASE SALARY. The Company agrees to pay the Executive a base salary at an annual rate of not less than $600,000, payable in accordance with the regular payroll practices of the Company, but not less frequently than monthly. The Executive’s Base Salary shall be subject to annual review by the Board (or a committee thereof) and may be increased, but not decreased, from time to time by the Board. The base salary as determined herein from time to time shall constitute “Base Salary” for purposes of this Agreement.

4.                BONUS. (a) During the Employment Term, the Executive shall be eligible for an annual discretionary incentive payment under the Company’s 1995 Stock Option and Incentive Plan, as amended (the “1995 Plan”) or any successor annual bonus plan with a target of at least 100% of Executive’s then-current Base Salary (the “Target Bonus”) and with a potential maximum annual incentive payment of 200% of Executive’s then-current Base Salary (as prorated for partial years), upon the attainment of one or more pre-established performance goals established by the Board or the Company’s Compensation and Human Resources Committee (the “Compensation Committee”). Executive acknowledges that currently any annual bonus amounts earned by Executive in excess of the Target Bonus shall be deferred automatically and paid to the Executive in discounted restricted stock in accordance with Company policy. Executive further acknowledges that such policy may be changed in the future in Company’s sole discretion. The Executive shall be guaranteed a minimum annual cash bonus for 2004 of $170,000, provided he is employed by the Company at the time bonuses are paid for 2004 or as otherwise provided herein, but in no event later than March 31, 2005.

(b)             Within 30 days after the Effective Date, the Company shall pay the Executive a one-time lump sum cash payment in the amount of $200,000 (the “Sign-On Bonus”). In the event the Executive’s employment with the Company terminates as a result of a termination by the Company for Cause (as defined in Section 8(c)) or by the Executive without Good Reason (as defined in Section 8(e)) at any time during the 24-month period commencing on the Effective Date, the Executive shall be required to pay the Company an amount equal to the Sign-On Bonus. Such amount shall be paid to the Company no later than 30 days following such termination date and, at the Company’s election, the Company may offset such amount against any amount owed by the Company to the Executive.

(a)              2004 STOCK OPTION. The Compensation Committee shall grant the Executive a stock option (the “Option”) to purchase 100,000 shares of the Company’s common stock, par value $1.00 (the “Common Stock”) at an exercise price equal to the fair market value of the Common Stock on the Effective Date. Subject to the Executive’s continued employment by the Company through each vesting date, the Option shall vest and become exercisable in three equal annual installments on the first, second and third anniversaries of the Effective Date. The Option shall be for a term of five years, subject to earlier termination as provided in the 1995

Plan or herein. The Option shall be granted pursuant to, and shall be subject to, the terms and conditions of the 1995 Plan and the Company’s standard stock option agreement.

(b)             2004 PERFORMANCE SHARE AWARD. The Compensation Committee shall grant the Executive a performance share award (the “Performance Share Award”) for that number of shares of Common Stock that have a Fair Market Value (as defined in the 1995 Plan) of $1,200,000 on the Effective Date. Subject to the Executive’s continued employment by the Company through the third anniversary of the Effective Date (i) 50% of the Performance Share Award shall vest on the third anniversary of the Effective Date if the applicable performance goals have been attained (the “Conditional PSA Portion”) and (ii) 50% of the Performance Share Award shall vest on the third anniversary of the Effective Date without regard to performance goals (the “Time PSA Portion”); provided, however, that notwithstanding the foregoing, if the Executive’s employment by the Company is terminated by the Company without Cause or by the Executive for Good Reason prior to the third anniversary of the Effective Date then (x) if such termination date is after February 28, 2005, two-thirds of the shares subject to the Time PSA Portion shall vest on such termination and (y) if such termination date is after February 28, 2006, all of the shares subject to the Time PSA Portion shall vest on such termination date. The Conditional PSA Portion shall be earned to the extent cumulative performance goals for 2004-2006 have been achieved. Such structure and goals shall be similar to those currently existing for the 2004 performance share awards for other senior executives of the Company, but adjusted to reflect the Effective Date. The Performance Share Award shall be granted pursuant to, and shall be subject to, the terms and conditions of the 1995 Plan and the Company’s performance share award agreement.

(c)              DISCRETIONARY LONG-TERM PERFORMANCE AWARDS. For fiscal years beginning on and after January 1, 2005, the Executive shall be eligible to participate in the Company’s long-term performance incentive program as generally applicable to other senior executives at a level commensurate with his position, but any grant shall be at the sole discretion of the Board or the Compensation Committee.

6.                STOCK OWNERSHIP REQUIREMENT. The Executive shall be subject to the terms and conditions of the Company’s stock ownership requirements for senior executives as in effect from time to time. Under the terms of the current policy, fifty percent of the after-tax shares of Common Stock awarded to the Executive pursuant to any annual incentive deferrals as provided in Section 4 or performance share award pursuant to Section 5, shall be “held” by the Company in accordance with its policies and will not be transferable by the Executive until the Executive has accumulated 300,000 shares of the Company’s Common Stock or terminates employment. All shares of Common Stock owned outright by the Executive shall count towards satisfying the Company’s stock ownership requirements, including shares acquired in the open market or shares retained from the exercise of the stock option granted pursuant to Section 5.

(a)              BENEFIT PLANS. The Executive shall be entitled to participate in any employee benefit plan that the Company has adopted or may adopt, maintain or contribute to for the benefit of its senior executives at a level commensurate with his position, subject to satisfying the applicable eligibility requirements. The Company, in the name of the Executive,

shall pay the initiation fee and monthly dues for one social club or one country club in the proximate geographic area of the Company’s executive offices. The Company shall use its commercially reasonable efforts to cause the waiver of any waiting period from the Effective Date for the Executive under any employee welfare benefit plan (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) other than the Company’s health plan, but at no extra cost to it and without jeopardizing tax-favored status of any plan. The Company shall pay the Executive’s (and his dependents’) premiums for continuation coverage under the health plan of his prior employer until the Executive first becomes eligible to participate in the Company’s health plan. Notwithstanding the foregoing, the Company may modify or terminate any employee benefit plan at any time.

(b)             VACATIONS. The Executive shall be entitled to an annual paid vacation of four weeks per calendar year (as prorated for partial years) in accordance with the Company’s policy on accrual and use applicable to senior executives; provided, however that at all times, the Executive shall be reachable during vacation.

(c)              BUSINESS AND ENTERTAINMENT EXPENSES. Upon presentation of appropriate documentation, the Executive shall be reimbursed in accordance with the Company’s expense reimbursement policy, for all reasonable and necessary business and entertainment expenses incurred in connection with the performance of his duties hereunder.

(d)             RELOCATION. The Executive shall promptly relocate to the vicinity of the Company’s current headquarters. The Executive shall be entitled to relocation benefits commensurate with his position, in accordance with the Company’s relocation program. The Company shall pay or reimburse the Executive for the reasonable moving and relocation expenses and costs, including transaction costs (but not losses, fix up costs or similar costs) involved with the sale of his current principal residence and the purchase of his new residence. During the period prior to the Executive’s relocation (but in no event for a period in excess of 180 days), the Company shall provide suitable temporary housing for the Executive’s use while he is at the Company’s headquarters. The Company shall gross up for tax purposes any income arising from such reimbursement that is treated as nondeductible taxable income to the Executive so that the economic benefit is the same to the Executive as if such payment or benefits were provided on a non-taxable basis to the Executive. All amounts payable under this Section 7(d) shall be subject to the Executive’s presentment to the Company of appropriate documentation and shall be subject to the limitations and procedures set forth in the Company’s relocation program.

8.                TERMINATION. The Executive’s employment and the Employment Term shall terminate on the first of the following to occur:

(a)              DISABILITY. Upon 10 days’ prior written notice by the Company to the Executive of termination due to Disability. For purposes of this Agreement, “Disability” shall be defined as the Executive’s physical or mental incapacity which has prevented the Executive from performing his material duties hereunder for 180 days (including weekends and holidays) in any 365-day period or the Board’s good faith determination that the Executive will not be able to perform his material duties for six consecutive months (including any consecutive period of prior incapacity).

(c)              CAUSE. The Company may terminate the Executive’s employment hereunder for Cause immediately upon written notice by the Company to the Executive of a termination for Cause. “Cause” shall mean (i) the Executive’s dishonesty in his financial dealings with, or on behalf of, the Company; (ii) the Executive’s commission of, indictment for or pleading guilty or nolo contendere to a crime by the Executive which constitutes (x) a felony (other than a traffic related offense) or (y) a misdemeanor involving moral turpitude and which, in the case of (y), may reasonably be expected to have an adverse effect on the Company, its business, reputation or interest; (iii) Executive’s material breach of this Agreement or any other contract or agreement between the Executive and the Company, which breach, if curable, is not cured within 20 days of the giving of written notice thereof to the Executive; (iv) the Executive’s material violation of the Company’s code of conduct, code of ethics or any other written policy or a material breach by the Executive of a fiduciary duty or responsibility to the Company; (v) the refusal of the Executive to follow the lawful policies and directives of the Board within five days of the giving of written notice thereof to the Executive; (vi) the willful misconduct or gross negligence of the Executive with regard to the Company or in the performance of his duties that is materially injurious to the Company; or (vii) the willful and continued failure of the Executive to attempt to perform the Executive’s duties with the Company (other than for any such failure resulting from the Executive’s incapacity due to physical or mental illness) after written notice of such failure has been give to the Executive.

(d)             WITHOUT CAUSE. Upon written notice by the Company to the Executive of an involuntary termination without Cause, other than for death or Disability.

(e)              GOOD REASON. Upon written notice by the Executive to the Company of a termination for Good Reason. “Good Reason” shall mean the occurrence of any of the following events, without the express written consent of the Executive, unless such events are fully corrected in all material respects by the Company within 30 days following written notification by the Executive to the Company that he intends to terminate his employment hereunder for one of the reasons set forth below:

(i)               any reduction or diminution (except temporarily during any period of physical or mental incapacity) in the Executive’s titles or a material reduction or diminution in the Executive’s authorities, duties or responsibilities or reporting requirements with the Company including but not limited to a failure to elect the Executive to the Board or removal of the Executive from the Board, except if such removal is necessary as a result of legal or regulatory requirements, or the assignment to the Chairman of the Company of any or all of the material authorities, duties or responsibilities normally assigned to the chief executive officer; provided that if the Executive is Chairman of the Board, removal or non-reelection of him to such position shall not be Good Reason;

(ii)             a material breach by the Company of any provisions of this Agreement, including, but not limited to, any reduction in any part of the Executive’s Base Salary;

(iii)            the failure of the Company to obtain and deliver to the Executive a satisfactory written agreement from any successor to the Company to assume and agree to perform this Agreement; or

(iv)            the Executive is required to relocate to a principal place of employment more than 60 miles from his principal place of employment with the Company.

(f)              WITHOUT GOOD REASON. Upon 60 days’ prior written notice by the Executive to the Company of the Executive’s voluntary termination of employment without Good Reason (which the Company may, in its sole discretion, make effective earlier than any notice date).

(a)              DISABILITY. Upon such termination, the Company shall pay