[CIK] 0000021212
[NAME] COACHMEN INDUSTRIES, INC.
COACHMEN INDUSTRIES, INC.
AMENDED 2000 OMNIBUS STOCK INCENTIVE PROGRAM
1. Purpose. The Coachmen Industries, Inc. 2000
Omnibus Stock Incentive Program (the "Plan") is intended to
provide incentives which will attract and retain highly
competent persons as directors, officers and key employees of
Coachmen Industries, Inc. and its subsidiaries (the "Company"),
by providing them opportunities to acquire shares of Common
Stock of the Company ("Common Stock") or to receive monetary
payments based on the value of such shares pursuant to the
Benefits described herein.
2. Administration. The Plan will be administered by
the Compensation Committee of the Board of Directors or another
committee (the "Committee") appointed by the Board of Directors
of the Company from among its members which shall be comprised
of not less than two members of the Board provided, however,
that as long as the Common Stock of the Company is registered
under the Securities Exchange Act of 1934, each member of the
Committee must qualify as a "Non-employee Director" within the
meaning of Securities and Exchange Commission Regulation
240.16b-3. The Committee is authorized, subject to the
provisions of the Plan, to establish such rules and regulations
as it deems necessary for the proper administration of the Plan
and to make such determinations and interpretations and to take
such action in connection with the Plan and any Benefits (as
defined below) granted hereunder as it deems necessary or
advisable. All determinations and interpretations made by the
Committee shall be binding and conclusive on all participants
and their legal representatives. No member of the Board, no
member of the Committee and no employee of the Company shall be
liable for any act or failure to act hereunder, by any other
member or employee or by any agent to whom duties in connection
with the administration of this Plan have been delegated or,
except in circumstances involving his or her bad faith, gross
negligence or fraud, for any act or failure to act by the member
or employee.
3. Participants. Participants will consist of all
Non-Employee Directors of the Company and such officers and key
employees of the Company as the Committee in its sole discretion
determines to be significantly responsible for the success and
future growth and profitability of the Company and whom the
Committee may designate from time to time to receive Benefits
under the Plan. Designation of the participant in any year
shall not require the Committee to designate such person to
receive a Benefit in any other year or, once designated, to
receive the same type or amount of Benefit as granted to the
participant in any year. The Committee shall consider such
factors as it deems pertinent in selecting participants and in
determining the type and amount of their respective Benefits.
4. Type of Benefits. Benefits under the Plan may be
granted in any one or a combination of (a) Stock Options, (b)
Stock Appreciation Rights, (c) Stock Awards, and (d) Performance
Awards, all as described below (collectively "Benefits").
5. Common Stock Reserved under the Plan. There is
hereby reserved for issuance under the Plan an aggregate of
1,000,000 shares of Common Stock, which may be authorized and
unissued or treasury, plus any shares of Common Stock which as
of the effective date of this Plan are authorized for award
under the Company's Key Employees Incentive Stock Option Plan
and the 1994 Omnibus Stock Incentive Program (the "Prior Plans")
and which have not been awarded, plus any shares of Common Stock
from the Prior Plans if there is a lapse, forfeiture, expiration
or termination of any such award. All of the reserved shares
may, but need not be issued pursuant to the exercise of
Incentive Stock Options. The maximum number of shares of Common
Stock which may be available for the award of Benefits to any
participant in any fiscal year of the Company shall not exceed
500,000 shares, subject to the adjustment provisions in Section
12. Any shares subject to Stock Options or Stock Appreciation
Rights or issued under such options or rights or as Stock Awards
may thereafter be subject to new options, rights or awards under
this Plan if there is a lapse, forfeiture, expiration or
termination of any such options or rights prior to issuance of
the shares or the payment of the equivalent or if shares are
issued under such options or rights or as such awards, and
thereafter are reacquired by the Company pursuant to rights
reserved by the Company upon issuance thereof.
6. Stock Options. Stock Options will consist of
awards from the Company, in the form of agreements, which will
enable the holder to purchase a specific number of shares of
Common Stock, at set terms and at a fixed purchase price. Stock
Options may be "incentive stock options" within the meaning of
Section 422 of the Internal Revenue Code ("Incentive Stock
Options") or Stock Options which do not constitute Incentive
Stock Options ("Nonqualified Stock Options"). The Committee
will have the authority to grant to any participant one or more
Incentive Stock Options, Nonqualified Stock Options, or both
types of Stock Options, (in each case with or without Stock
Appreciation Rights). Each Stock Option shall be subject to
such terms and conditions consistent with the Plan as the
Committee may impose from time to time, subject to the following
limitations:
(a) Exercise Price. Each Stock Option granted
hereunder shall have such per-share exercise price as the
Committee may determine at the date of grant, provided, however,
that the per-share exercise price for Incentive Stock Options
shall not be less than 100% of the Fair Market Value of the
Common Stock on the date the option is granted and provided
further that the per-share exercise price for Nonqualified Stock
Options shall not be less than 100% of the Fair Market Value of
the Common Stock on the date the option is granted. In no event
shall the Committee either cancel any outstanding Stock Option
for the purpose of reissuing the option to the participant at a
lower price, or reduce the option price of an outstanding
option.
(b) Payment of Exercise Price. The option exercise
price may be paid by check or, in the discretion of the
Committee, by the delivery of shares of Common Stock of the
Company then owned by the participant or certification of such
ownership; provided, however, that option agreements may provide
that payment of the exercise price by delivery of shares of
Common Stock of the Company then owned by the participant or
certification may be made only if such payment does not result
in a charge to earnings for financial accounting purposes as
determined by the Committee. In the discretion of the
Committee, payment may also be made by delivering a properly
executed exercise notice to the Company together with a copy of
irrevocable instructions to a broker to deliver promptly to the
Company the amount of sale or loan proceeds to pay the exercise
price. To facilitate the foregoing, the Company may enter into
agreements for coordinated procedures with one or more brokerage
firms.
(c) Exercise Period. Stock Options granted under the
Plan shall be exercisable at such time or times and subject to
such terms and conditions as shall be determined by the
Committee.
(d) Limitations on Incentive Stock Options.
Incentive Stock Options may be granted only to participants
who are employees of the Company or one of its subsidiaries
(within the meaning of Section 424(f) of the Internal Revenue
Code) at the date of grant. The aggregate Fair Market Value
(determined as of the time the option is granted) of the Common
Stock with respect to which Incentive Stock Options are
exercisable for the first time by a participant during any
calendar year (under all option plans of the Company) shall not
exceed $100,000.00. Incentive Stock Options may not be granted
to any participant who, at the time of grant, owns stock
possessing (after the application of the attribution rules of
Section 424(d) of the Code) more than 10% of the total combined
voting power of all classes of stock of the Company, unless the
option price is fixed at not less than 110% of the Fair Market
Value of the Common Stock on the date of grant and the exercise
of such option is prohibited by its terms after the expiration
of five years from the date of grant of such option.
7. Stock Appreciation Rights. The Committee may, in
its discretion, grant Stock Appreciation Rights to the holders
of any Stock Options granted hereunder. In addition, Stock
Appreciation Rights may be granted independently of and without
relation to options. Each Stock Appreciation Right shall be
subject to such terms and conditions consistent with the Plan as
the Committee shall impose from time to time, including the
following:
(a) A Stock Appreciation Right relating to a
Nonqualified Stock Option may be made part of such option at the
time of its grant or at any time thereafter up to twelve months
prior to its expiration, and a Stock Appreciation Right relating
to an Incentive Stock Option may be made part of such option
only at the time of its grant.
(b) Each Stock Appreciation Right will entitle the
holder to elect to receive the appreciation in the Fair Market
Value of the shares subject thereto up to the date the right is
exercised. In the case of a right issued in relation to a Stock
Option, such appreciation shall be measured from not less than
the option price and in the case of a right issued independently
of any Stock Option, such appreciation shall be measured from
not less than 100% of the Fair Market Value of the Common Stock
on the date the right is granted. Payment of such appreciation
shall be made in cash or in Common Stock, or a combination
thereof, as set forth in the award, but no Stock Appreciation
Right shall entitle the holder to receive, upon exercise
thereof, more than the number of shares of Common Stock (or cash
of equal value) with respect to which the right is granted.
(c) Each Stock Appreciation Right will be exercisable
at the time and to the extent set forth therein, but no Stock
Appreciation Right may be exercisable earlier than twelve months
after the date it was granted or later than the earlier of (i)
the term of the related option, if any, or (ii) ten years after
it was granted. Exercise of a Stock Appreciation Right shall
reduce the number of shares issuable under the Plan (and the
related option, if any) by the number of shares with respect to
which the right is exercised.
8. Stock Awards. Stock Awards will consist of
Common Stock transferred to participants without other payments
therefor as additional compensation for services to the Company.
Stock Awards shall be subject to such terms and conditions as
the Committee determines appropriate, including, without
limitation, restrictions on the sale or other disposition of
such shares, the right of the Company to reacquire such shares
for no consideration upon termination of the participant's
employment within specified periods, and conditions requiring
that the shares be earned in whole or in part upon the
achievement of performance goals established by the Committee
over a designated period of time. The Committee may require the
participant to deliver a duly signed stock power, endorsed in
blank, relating to the Common Stock covered by such an Award.
The Committee may also require that the stock certificates
evidencing such shares be held in custody until the restrictions
thereon shall have lapsed. The Stock Award shall specify
whether the participant shall have, with respect to the shares
of Common Stock subject to a Stock Award, all of the rights of a
holder of shares of Common Stock of the Company, including the
right to receive dividends and to vote the shares.
9. Performance Awards.
(a) Performance Awards may be granted to participants
at any time and from time to time, as shall be determined by the
Committee. The Committee shall have complete discretion in
determining the number, amount and timing of awards granted to
each participant. Such Performance Awards may take the form of,
as determined by the Committee, including without limitation,
cash, shares of Common Stock, performance units and performance
shares, or any combination thereof. Performance Awards may be
awarded as short-term or long-term incentives. The Committee
shall set performance goals at its discretion which, depending
on the extent to which they are met, will determine the number
and/or value of Performance Awards that will be paid out to the
participants, and may attach to such Performance Awards one or
more restrictions. Performance goals may be based upon, without
limitation, Company-wide, divisional, project team, and/or
individual performance.
(b) The Committee shall have the authority at any
time to make adjustments to performance goals for any
outstanding Performance Awards which the Committee deems
necessary or desirable unless at the time of establishment of
goals the Committee shall have precluded its authority to make
such adjustments. However, the Committee may not make any
adjustment to a performance goal if such adjustment would result
in increased compensation to a "covered employee" within the
meaning of Section 162(m) of the Code.
(c) Payment of earned Performance Awards shall be
made in accordance with terms and conditions prescribed or
authorized by the Committee. The participant may elect to
defer, or the Committee may require the deferral of, the receipt
of Performance Awards upon such terms as the Committee deems
appropriate.
10. Change in Control.
In the event of a change in control of the Company,all
outstanding stock options and stock appreciation rights shall
become immediately exercisable, all stock awards shall
immediately vest and all performance goals shall be deemed fully
achieved. For these purposes, change in control shall mean the
occurrence of any of the following events, as a result of one
transaction or a series of transactions:
(a) any "person" (as that term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, but
excluding the Company, its affiliates and any qualified or non-
qualified plan maintained by the Company or its affiliates)
becomes the "beneficial owner" (as defined in Rule 13d-3
promulgated under such Act), directly or indirectly, of
securities of the Company representing more than 20% of the
combined voting power of the Company's then outstanding
securities;
(b) during a period of 24 months, a majority of the
Board of Directors of the Company ceases to consist of the
existing membership or successors nominated by the existing
membership or their similar successors;
(c) shareholder approval of a merger or consolidation
of the Company with any other corporation, other than a merger
or consolidation which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than sixty
percent (60%) of the combined voting power of the voting
securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation; or
(d) shareholder approval of either (A) a complete
liquidation or dissolution of the Company or (B) a sale or other
disposition of all or substantially all of the assets of the
Company, or a transaction having a similar effect.
11. Performance Goals.
Stock Awards and Performance Awards may be made
subject to the attainment of performance goals relating to one
or more business criteria within the meaning of Section 162(m)
of the Internal Revenue Code of 1986, as amended, including, but
not limited to, earnings per share, return on assets or equity,
economic value added, market share, cash flow, operating costs,
and stock price, as determined by the Committee from time to
time. However, the Committee may not in any event increase the
amount of compensation payable to a "covered employee" within
the meaning of Section 162(m) of the code upon the attainment of
a performance goal.
12. Adjustment Provisions.
(a) If the Company shall at any time change the
number of issued shares of Common Stock without new
consideration to the Company (such as by stock dividend, stock
split, recapitalization, reorganization, exchange of shares,
liquidation, combination or other change in corporate structure
affecting the Common Stock) the total number of shares available
for Benefits under this Plan shall be appropriately adjusted and
the number of shares covered by each outstanding Benefit and the
reference price or Fair Market Value for each outstanding
Benefit shall be adjusted so that the net value of such Benefit
shall not be changed.
(b) In the case of any sale of assets, merger,
consolidation, combination or other corporate reorganization or
restructuring of the Company with or into another corporation
which results in the outstanding Common Stock being converted
into or exchanged for different securities, cash or other
property, or any combination thereof (an "Acquisition"), subject
to the provisions of this Plan and any limitation applicable to
the Benefit:
(i) any participant to whom a Stock Option has been
granted shall have the right thereafter and during the
term of the Stock Option, to receive upon exercise thereof
the Acquisition Consideration (as defined below) receivable
upon the Acquisition by a holder of the number of shares of
Common Stock which might have been obtained upon exercise
of the Stock Option or portion thereof, as the case may be,
immediately prior to the Acquisition; or
(ii) any participant to whom a Stock Appreciation
Right has been granted shall have the right thereafter and
during the term of such right to receive upon exercise
thereof the difference on the exercise date between the
aggregate Fair Market Value of the Acquisition
Consideration receivable upon such acquisition by a holder
of the number of shares of Common Stock which are covered
by such right and the aggregate reference price of such
right.
The term "Acquisition Consideration" shall mean the
kind and amount of securities, cash or other property or any
combination thereof receivable in respect of one share of Common
Stock upon consummation of an Acquisition.
(c) Notwithstanding any other provision of this Plan,
the Committee may authorize the issuance, continuation or
assumption of Benefits or provide for other equitable
adjustments after changes in the Common Stock resulting from any
other merger, consolidation, sale of assets, acquisition of
property or stock, recapitalization, reorganization or similar
occurrence upon such terms and conditions as it may deem
equitable and appropriate.
(d) In the event that another corporation or business
entity is being acquired by the Company, and the Company assumes
outstanding employee stock options and/or stock appreciation
rights and/or the obligations to make future grants of options
or rights to employees of the acquired entity, the aggregate
number of shares of Common Stock available for Benefits under
this Plan shall be increased accordingly.
13. Nontransferability. Each Benefit granted under
the Plan to a participant shall not be transferable otherwise
than by will or the laws of descent and distribution, and shall
be exercisable, during the participant's lifetime, only by the
participant. In the event of the death of a participant while
the participant is rendering services to the Company, each Stock
Option or Stock Appreciation Right theretofore granted to him
shall be exercisable during such period after his death as the
Committee shall in its discretion set forth in such option or
right at the date of grant (but not beyond the stated duration
of the option or right) and then only:
(a) By the executor or administrator of the estate of
the deceased participant or the person or persons to whom the
deceased participant's rights under the Stock Option or Stock
Appreciation Right shall pass by will or the laws of descent and
distribution; and
(b) To the extent that the deceased participant was
entitled to do so at the date of his or her death.
Notwithstanding the foregoing, at the discretion of the
Committee, an award of a Benefit may permit the transferability
of a Benefit by a participant solely to members of the
participant's immediate family or trusts or family partnerships
for the benefit of such persons, subject to any restriction
included in the award of the Benefit.
14. Other Provisions. The award of any Benefit under
the Plan may also be subject to such other provisions (whether
or not applicable to the Benefit awarded to any other
participant) as the Committee determines appropriate, including
without limitation, provisions for the installment purchase of
Common Stock under Stock Options, provisions for the installment
exercise of Stock Appreciation Rights, provisions to assist the
participant in financing the acquisition of Common Stock,
provisions for the forfeiture of, or restrictions on resale or
other disposition of, Common Stock acquired under any form of
Benefit, provisions for the acceleration of exercisability or
vesting of Benefits in the event of a change of control of the
Company, provisions for the payment of the value of Benefits to
participants in the event of a change of control of the Company,
provisions to comply with Federal and State securities laws, or
understandings or conditions as to the participant's employment
in addition to those specifically provided for under the Plan.
15. Fair Market Value. For purposes of this Plan and
any Benefits awarded hereunder, Fair Market Value shall be the
closing price for the Company's Common Stock on the date of
calculation (or on the last preceding trading date if Common
Stock was not traded on the date of calculation) if the
Company's Common Stock is readily tradeable on a national
securities exchange or other market system, and if the Company's
Common Stock is not readily tradeable, Fair Market Value shall
mean the amount determined in good faith by the Committee as the
fair market value of the Common Stock of the Company.
16. Withholding. All payments or distributions made
pursuant to the Plan shall be net of any amounts required to be
withheld pursuant to applicable federal, state and local tax
withholding requirements. If the Company proposes or is
required to distribute Common Stock pursuant to the Plan, it may
require the recipient to remit to it an amount sufficient to
satisfy such tax withholding requirements prior to the delivery
of any certificates for such Common Stock. The Committee may,
in its discretion and subject to such rules as it may adopt,
permit an optionee or award or right holder to pay all or a
portion of the minimum federal, state and local withholding
taxes arising in connection with (a) the exercise of a
Nonqualified Stock Option or a Stock Appreciation Right or (b)
the receipt or vesting of Stock Awards, by electing to have the
Company withhold shares of Common Stock having a Fair Market
Value equal to the amount to be withheld.
17. Tenure. A participant's right, if any, to
continue to serve the Company as an officer, employee, or
otherwise, shall not be enlarged or otherwise affected by his or
her designation as a participant under the Plan.
18. Duration, Amendment and Termination. No Benefit
shall be granted more than ten years after the date of the
approval of this Plan by the stockholders of the Company;
provided, however, that the terms and conditions applicable to
any Benefit granted prior to such date may thereafter be amended
or modified by mutual agreement between the Company and the
participant or such other persons as may then have an interest
therein. Also, by mutual agreement between the Company and a
participant hereunder, under this Plan or under any other
present or future plan of the Company, benefits may be granted
to such participant in substitution and exchange for, and in
cancellation of, any Benefits previously granted such
participant under this Plan, or any other present or future plan
of the Company. The Board of Directors may amend the Plan from
time to time or terminate the Plan at any time. However, no
action authorized by this paragraph shall reduce the amount of
any existing Benefit or change the terms and conditions thereof
without the participant's consent. No amendment of the Plan
shall be made without approval of the stockholders of the
Company, if such approval is required by law, regulation or
stock exchange rule.
19. Governing Law. This Plan, Benefits granted
hereunder and actions taken in connection herewith shall be
governed and construed in accordance with the laws of the State
of Indiana (regardless of the law that might otherwise govern
under applicable Indiana principles of conflict of laws).
20. Shareholder Approval. The Plan was adopted by
the Board of Directors of the Company on February 3, 2000. The
Plan and any Benefits granted thereunder shall be null and void
if shareholder approval is not obtained within twelve (12)
months of the adoption of the Plan by the Board of Directors.
