THOR INDUSTRIES, INC. 2006 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT

Exhibit 10.3

THOR INDUSTRIES, INC.
2006 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT

     This Stock Option Agreement (the “ Agreement ”) is made and entered into as of the date of grant set forth below (the “ Date of Grant ”) by and between Thor Industries, Inc., a Delaware corporation (the “ Company ”), and the participant named below (“ Participant ”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s 2006 Equity Incentive Plan (the “ Plan ”).

Participant:
Address:
Total Option Shares:
Exercise Price Per Share:
Date of Grant:
Expiration Date:

Type of Stock Option
(Check One):		o Incentive Stock Option
		o Nonstatutory Stock Option

      1.  Grant of Option . The Company hereby grants to Participant an option (this “ Option ”) to purchase the total number of shares of Common Stock of the Company set forth above as Total Option Shares (the “ Shares ”) at the Exercise Price Per Share set forth above (the “ Exercise Price ”), subject to all of the terms and conditions of this Agreement and the Plan. If designated as an Incentive Stock Option above, the Option is intended to qualify as an “incentive stock option” (an “ ISO ”) within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “ Code ”), although the Company makes no representation or guarantee that such Option will qualify as an ISO. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by Participant during any calendar year (under all plans of the Company and its Affiliates) exceeds $100,000, the Options or portions thereof which exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options.

      2.  Exercise Period; Vesting . Unless expired as provided in Section 3 of this Agreement, this Option may be exercised from time to time after the Date of Grant set forth above to the extent the Option has vested in accordance with the vesting schedule set forth herein. The Shares issued upon exercise of the Option will be subject to the restrictions on transfer set forth in Section 10 below. Provided Participant continues to provide Continuous Service to the Company or any Affiliate, the Option will become vested and exercisable with

respect to 33 1/3% of the Shares subject thereto on each of the next three anniversaries of the Date of Grant until the Option is 100% vested.

     A vested Option may not be exercised for less than a full share. If application of the vesting percentage causes a fractional Share to otherwise become exercisable, such Share shall be rounded down to the nearest whole Share for each year except for the last year in such vesting period, at the end of which vesting period this Option shall become exercisable for the full remainder of the unexercised Shares subject to the Option. Except as provided in the Plan, upon the occurrence of a Change in Control, the Option shall become 100% vested and exercisable.

      3.  Expiration . The Option shall expire on the Expiration Date set forth above or earlier as provided in Section 4 below or under the terms of the Plan.

      4.  Termination of Continuous Service .

          4.1 Forfeiture of Unvested Options . If Participant’s Continuous Service is terminated for any reason other than Cause, the unvested portion of the Option shall terminate at the close of business on the date of such termination, and Participant may exercise the vested portion as provided in this Section 4. If Participant’s Continuous Service terminates for Cause, outstanding Options (whether or not vested) shall terminate at the beginning of business on the date of such termination.

          4.2 Termination for Any Reason Except Death, Disability or Cause . If Participant’s Continuous Service is terminated for any reason, except death, Disability or Cause, the Option, to the extent (and only to the extent) that it would have been exercisable by Participant immediately prior to termination of Continuous Service, may be exercised by Participant until the earlier of the Expiration Date or, except as set forth in Section 4.4 below, the date that is three (3) months following the termination of Participant’s Continuous Service and the Option shall thereafter terminate and cease to be exercisable.

          4.3 Termination Because of Death or Disability . Except as provided in Section 4.4 below, if Participant’s Continuous Service is terminated because of death or Disability of Participant, the Option, to the extent that it is exercisable by Participant on the date of termination, may be exercised by Participant (by Participant’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance, or by a person designated to exercise the Option upon Participant’s death) no later than twelve (12) months after the date of termination, but in any event no later than the Expiration Date.

          4.4 Extension of Termination Date . If the exercise of the Option following the termination of Participant’s Continuous Service would be prohibited at any time solely because the issuance of Shares of Common Stock would violate the registration requirements under the Securities Act or any other state or federal securities law, or the rules of any securities exchange or interdealer quotation system on which the Company’s shares are listed or traded, then the Option shall terminate on the earlier of (a) the Expiration Date or (b) the expiration of a period after termination of Participant’s Continuous Service that is three (3) months after the end of the period during which the exercise of the Option would be in violation of such registration or other securities law requirements or rules. If permitted by this Section 4.4, any exercise of an ISO

beyond (a) three (3) months after the date of termination when the termination is for any reason other than Participant’s death or Disability or (b) twelve (12) months after the date of termination when the termination is for Participant’s Disability will cause the Option to be deemed a Nonstatutory Stock Option and not an ISO.

          4.5 No Obligation to Employ . Nothing in the Plan or this Agreement shall confer on Participant any right to provide Continuous Service, or limit in any way the right of the Company or any Affiliate to terminate Participant’s employment or other relationship at any time, with or without Cause.

      5.  Manner of Exercise .

          5.1 Stock Option Exercise Agreement . To exercise this Option, Participant (or in the case of exercise after Participant’s death or incapacity, Participant’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed stock option exercise agreement in the form attached hereto as Exhibit A, or in such other form as may be approved by the Administrator from time to time (the “ Exercise Agreement ”), which shall set forth, inter alia, (a) Participant’s election to exercise the Option, (b) the number of Shares being purchased, (c) any restrictions imposed on the Shares and (d) any representations, warranties and agreements regarding Participant’s investment intent and access to information as may be required by the Company to comply with applicable securities laws. If someone other than Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise the Option. The entire Exercise Price of this Option to purchase Shares of Common Stock issued under the Plan shall be payable in full, to the extent permitted by applicable statutes and regulations, in cash or by certified or bank check at the time of exercise for an amount equal to the aggregate Exercise Price Per Share for the number of Shares being purchased or any other form of legal consideration that may be acceptable to the Administrator.

          5.2 Tax Withholding . Prior to the issuance of the Shares upon exercise of the Option, Participant must pay or provide for any applicable federal, state and local withholding obligations of the Company. The Company has the right to withhold from any compensation paid to Participant. If the Administrator permits, Participant also may provide for payment of withholding taxes upon exercise of the Option by tendering a cash payment.

          5.3 Issuance of Shares . Provided that the Exercise Agreement and payment are in form and substance satisfactory to counsel for the Company, the Company shall issue the Shares registered in the name of Participant, Part