WINNEBAGO INDUSTRIES, INC.
OFFICERS INCENTIVE COMPENSATION PLAN
GROUP A - OFFICERS
FISCAL PERIOD 2000 - 2001
<PAGE>
EXHIBIT 10c.
WINNEBAGO INDUSTRIES, INC.
OFFICERS INCENTIVE COMPENSATION PLAN
FISCAL PERIOD 2000 - 2001
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, for
payment of earned holdback allocations due to retirement or
disability and other related partial year participation issues
necessary to maintain routine and equitable administration of
the Plan.
4. NATURE OF THE PLAN. The incentive award is based upon financial
performance of the Corporation as established by the Management Plan.
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 earnings
per share and return on equity of the Company. These financial
performance measurements will provide an appropriate balance between
quality and quantity of earnings. The Company's beginning of the fiscal
year stockholders' equity will be used as the base figure for the
calculation of return on equity. Any stock repurchase program, adopted
or completed outside of the Management Plan will not be considered in
the earnings per share and the return on equity calculations.
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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.
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 at 100% achievement of the financial objectives of earnings per
share and return on equity. The incentive for the Chief Executive
Officer provides for a 87.5% bonus (Target) comprised of (2/3) cash and
(1/3) stock at 100% achievement of the financial objectives of earnings
per share and return on equity.
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
priorities. Strategic performance will be measured at the end of the
fiscal year only. Strategic measurements may focus on one or more of
the following strategic factors but are not limited to those stated.
Revenue Growth Customer Satisfaction
Market Share Inventory Management
Product Quality Technical Innovation
Product Introductions Ethical Business Practices
7. ANNUAL STOCK MATCH. 50% of the total cash incentives earned for the
year will be matched annually and paid in restricted stock to encourage
stock ownership and promote the long-term growth and profitability of
Winnebago Industries, Inc.
8. CHANGE IN CONTROL. In the event the Company undergoes a change in
control during the Plan year including, without limitation, an
acquisition or merger involving the Corporation ("Change in Control"),
the Committee shall, prior to the effective date of the Change in
Control (the "Effective Date"), make a good faith estimate with respect
to the achievement of the financial performance through the end of the
Plan year immediately preceding the Effective Date. In making such
estimate, the Committee may compare the achievement of the finance
performance against forecast through the Plan period and may consider
such factors as it deems appropriate. The Committee shall exclude from
any such estimate any and all costs and expenses arising out of or in
connection with the Change in Control. Based on such estimate, the
Committee shall make a full Plan year award within 15 days after the
Effective Date to all participants. Any holdback for previous period(s)
will be released and paid to the participant together with the annual
stock match payment earned.
<PAGE>
"CHANGE IN CONTROL" for the purposes of the Officers Incentive
Compensation Plan shall mean the time when (i) any Person becomes an
Acquiring Person, or (ii) individuals who shall qualify as Continuing
Directors of the Company shall have ceased for any reason to constitute
at least a majority of the Board of Directors of the Company, provided
however, that in the case of either clause (i) or (ii) a Change of
Control shall not be deemed to have occurred if the event shall have
been approved prior to the occurrence thereof by a majority of the
Continuing Directors who shall then be members of such Board of
Directors, and in the case of clause (i) a Change of Control shall not
be deemed to have occurred upon the acquisition of stock of the Company
by a pension, profit sharing, stock bonus, employee stock ownership
plan or other retirement plan intended to be qualified under Section
401(a) of the Internal Revenue Code of 1986, as amended, established by
the Company or any subsidiary of the Company. (In addition, stock held
by such a plan shall not be treated as outstanding in determining
ownership percentages for purposes of this definition.)
For the purpose of the definition "Change of Control:"
(a) "Continuing Director" means (i) any member of the Board of
Directors of the Company, while such person is a member of the
Board, who is not an Affiliate or Associate of any Acquiring
Person or of any such Acquiring Person's Affiliate or
Associate and was a member of the Board prior to the time when
such Acquiring Person shall have become an Acquiring Person,
and (ii) any successor of a Continuing Director, while such
successor is a member of the Board, who is not an Acquiring
Person or any Affiliate or Associate of any Acquiring Person
or a representative or nominee of an Acquiring Person or of
any affiliate or associate of such Acquiring Person and is
recommended or elected to succeed the Continuing Director by a
majority of the Continuing Directors.
(b) "Acquiring Person" means any Person or any individual or group
of Affiliates or Associates of such Person who acquires
beneficial ownership, directly or indirectly, of 20% or more
of the outstanding stock of the Company if such acquisition
occurs in whole or in part, except that the term "Acquiring
Person" shall not include a Hanson Family Member or an
Affiliate or Associate of a Hanson Family Member.
(c) "Affiliate" means a Person that directly or indirectly through
one or more intermediaries, controls, or is controlled by, or
is under common control with, the person specified.
(d) "Associate" means (1) any corporate, partnership, limited
liability company, entity or organization (other than the
Company or a majority-owned subsidiary of the Company) of
which such a Person is an of ficer, director, member, or
partner or is, directly or indirectly the beneficial owner of
ten percent ( 10%) or more of the class of equity securities,
(2) any trust or fund in which such person has a substantial
beneficial interest or as to which such person serves as
trustee or in a similar fiduciary capacity, (3) any relative
or spouse of such person, or any relative of such spouse, or
(4) any investment company for which such person or any
Affiliate of such person serves as investment advisor.
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(e) "Hanson Family Member" means John K. Hanson and Luise V.
Hanson (and the executors or administrators of their estates),
their lineal descendants (and the executors or administrators
of their estates), the spouses of their lineal descendants
(and the executors or administrators of their estates) and the
John K. and Luise V. Hanson Foundation.
(f) "Company" means Winnebago Industries, Inc., an Iowa
corporation.
(g) "Person" means an individual, corporation, limited liability
company, partnership, association, joint stock company, trust,
unincorporated organization or government or political
subdivision thereof.
9. GOVERNING LAW. Except to the extent preempted by federal law, the
consideration and operation of the Plan shall be governed by the laws
of the State of Iowa.
10. EMPLOYMENT RIGHTS. Nothing in this Plan shall confer upon any employee
the right to continue in the employ of the Company, or affect the right
of the Company to terminate an employee's employment at any time, with
or without cause.
Approved by:
/s/ Bruce D. Hertzke June 14, 2000
---------------------------------------- ------------------
Bruce D. Hertzke Dated
Chairman of the Board, CEO and President
---------------------------------------- June 14, 2000
Gerald C. Kitch ------------------
Human Resources Committee Chairman Dated
<PAGE>
10/9/00
OFFICER INCENTIVE PLAN
2001 FISCAL
PERFORMANCE MATRIXES
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<CAPTION>
1ST QUARTER MATRIX
EPS ------
$ 0.33 $ 0.36 $ 0.39 $ 0.41 $ 0.44 $ 0.47 $ 0.50 $ 0.52 $ 0.55
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<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5.9% 100.0% 112.5% 125.0% 137.5% 150.0% 162.5% 175.0 187.5% 200.0%
5.6% 87.5% 100.0% 112.5% 125.5% 137.5% 150.0% 162.5% 175.5% 187.5%
5.3% 75.0% 87.5% 100.0% 112.5% 125.0% 137.5% 150.0% 162.5% 175.0%
5.0% 62.5% 75.0% 87.5% 100.0% 112.5% 125.0% 137.5% 150.0% 162.5%
R -------
O 4.7% 50.0% 62.5% 75.0% 87.5% 100.0% 112.5% 125.0% 137.5% 150.0%
E -------
4.4% 37.5% 50.0% 62.5% 75.0% 87.5% 100.0% 112.5% 125.0% 137.5%
4.1% 25.0% 37.5% 50.0% 62.5% 75.0% 87.5% 100.0% 112.5% 125.0%
3.8% 12.5% 25.0% 37.5% 50.0% 67.5% 75.0% 87.5% 100.0% 112.5%
3.5% 0.0% 12.5% 25.0% 37.5% 50.0% 62.5% 75.0% 87.5% 100.0%
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2ND QUARTER-YTD MATRIX
EPS ------
$ 0.68 $ 0.73 $ 0.79 $ 0.84 $ 0.90 $ 0.96 $ 1.01 $ 1.07 $ 1.13
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11.8% 100.0% 112.5% 125.0% 137.5% 150.0% 162.5% 175.0% 187.5% 200.0%
11.2% 87.5% 100.0% 112.5% 125.0% 137.5% 150.0% 162.5% 175.0% 187.5%
10.6% 75.0% 87.5% 100.0% 112.5% 125.0% 137.5% 150.0% 162.5% 175.0%
10.0% 62.5% 75.0% 87.5% 100.0% 112.5% 125.0% 137.5% 150.0% 162.5%
R -------
O 9.4% 50.0% 62.5% 75.0% 87.5% 100.0% 112.5% 125.0% 137.5% 150.0%
E -------
8.8% 37.5% 50.0% 62.5% 75.0% 87.5% 100.0% 112.5% 125.0% 137.5%
8.2% 25.0% 37.5% 50.0% 62.5% 75.0% 87.5% 100.0% 112.5% 125.0%
7.6% 12.5% 25.0% 37.5% 50.0% 67.5% 75.0% 87.5% 100.0% 112.5%
7.1% 0.0% 12.5% 25.0% 37.5% 50.0% 62.5% 75.0% 87.5% 100.0%
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3RD QUARTER-YTD MATRIX
EPS ------
$ 1.16 $ 1.26 $ 1.36 $ 1.45 $ 1.55 $ 1.65 $ 1.74 $ 1.84 $ 1.94
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20.3% 100.0% 112.5% 125.0% 137.5% 150.0% 162.5% 175.0% 187.5% 200.0%
19.2% 87.5% 100.0% 112.5% 125.0% 137.5% 150.0% 162.5% 175.0% 187.5%
18.2% 75.0% 87.5% 100.0% 112.5% 125.0% 137.5% 150.0% 162.5% 175.0%
17.2% 62.5% 75.0% 87.5% 100.0% 112.5% 125.0% 137.5% 150.0% 162.5%
R -------
O 16.2% 50.0% 62.5% 75.0% 87.5% 100.0% 112.5% 125.0% 137.5% 150.0%
E -------
15.2% 37.5% 50.0% 62.5% 75.0% 87.5% 100.0% 112.5% 125.0% 137.5%
14.2% 25.0% 37.5% 50.0% 62.5% 75.0% 87.5% 100.0% 112.5% 125.0%
13.2% 12.5% 25.0% 37.5% 50.0% 67.5% 75.0% 87.5% 100.0% 112.5%
12.2% 0.0% 12.5% 25.0% 37.5% 50.0% 62.5% 75.0% 87.5% 100.0%
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2001 YEAR-END MATRIX
EPS ------
$ 1.53 $ 1.66 $ 1.79 $ 1.91 $ 2.04 $ 2.17 $ 2.30 $ 2.42 $ 2.55
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26.9% 100.0% 112.5% 125.0% 137.5% 150.0% 162.5% 175.0% 187.5% 200.0%
25.5% 87.5% 100.0% 112.5% 125.0% 137.5% 150.0% 162.5% 175.0% 187.5%
24.2% 75.0% 87.5% 100.0% 112.5% 125.0% 137.5% 150.0% 162.5% 175.0%
22.8% 62.5% 75.0% 87.5% 100.0% 112.5% 125.0% 137.5% 150.0% 162.5%
R -------
O 21.5% 50.0% 62.5% 75.0% 87.5% 100.0% 112.5% 125.0% 137.5% 150.0%
E -------
20.2% 37.5% 50.0% 62.5% 75.0% 87.5% 100.0% 112.5% 125.0% 137.5%
18.8% 25.0% 37.5% 50.0% 62.5% 75.0% 87.5% 100.0% 112.5% 125.0%
17.5% 12.5% 25.0% 37.5% 50.0% 67.5% 75.0% 87.5% 100.0% 112.5%
16.1% 0.0% 12.5% 25.0% 37.5% 50.0% 62.5% 75.0% 87.5% 100.0%
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