exv10w18







	 	 	 	 	 



Exhibit 10.18




CAVCO INDUSTRIES, INC.

STOCK OPTION AGREEMENT



Dear [Optionee]:





     Effective [Date of Grant], you have been granted a non-qualified Option to purchase up to
[Number of Shares] shares of the common stock, par value $.01 per share, of Cavco Industries, Inc.,
a Delaware corporation (the “Company”), for $[Option Price] per share (the “Option”). This Option
is granted under the Cavco Industries, Inc. Stock Incentive Plan (as such plan may be amended from
time to time, the “Plan”). A copy of the Plan is available to you upon request to the Corporate
Secretary during the term of this Option. This Option will terminate upon the close of business on
[Termination Date] unless earlier terminated as described herein or in the Plan. This Option will
vest and become exercisable in the amounts and on the dates shown below, provided that, except as
expressly provided in the proviso of the first sentence of the next paragraph, the optionee must be
in continuous Employment or in continuous service as a Director from the Grant Date through the
date shown below for the Option to vest as to the amount shown for such date: [Vesting Schedule].



     Except as otherwise provided below in this award agreement: (i) all rights to exercise this
Option shall terminate four (4) months after the date the optionee ceases to be an employee of the
Company, or ceases to be a Director, whichever may occur later, for any reason other than death or
Disability, (ii) in the event of the optionee’s death, this Option will terminate fifteen (15)
months thereafter and (iii) in the event of the optionee’s Disability and resulting termination of
Employment, this Option will terminate six (6) months after such optionee’s Employment Termination
Date; provided however, if this Option is held by a Director who, on the date he or she ceases to
be a Director (and, if also an employee, ceases to be an employee), has at least ten (10) years of
service as a Director, then all Shares subject to this Option will vest on the date the Director
ceases to be a Director, and all rights to exercise this Option will terminate three (3) years
thereafter. In no case may this Option be exercised later than [Termination Date]. If the
Employment of the optionee or the optionee’s service as a Director is terminated for cause, this
Option shall thereafter be null and void for all purposes.



     You may exercise any vested portion of this Option by electing to effect a broker-assisted
cashless exercise, which involves the immediate sale of the stock received upon exercise in the
open market through an approved broker who will pay to the Company the exercise price and tax
withholdings attributable to such exercise.



     In the event that you wish to exercise options and hold the shares, you must notify Cavco in
writing of this intent and immediately tender payment by wire or certified check. Payment must be
received by Cavco within one business day. For the purposes of determining any taxable gain for
IRS reporting purposes, Cavco will use the most recent closing price available at the time written
notice is received.



     This Option is subject to the Plan, and the Plan will govern where there is any inconsistency
between the Plan and this Option. The provisions of the Plan are also provisions of this Option,
and all terms, provisions and definitions set forth in the Plan are incorporated in this Option and
made a part of this Option for all purposes. Capitalized terms used but not defined in this Option
will have the meanings assigned to such terms in the Plan. This Option has been signed in duplicate
by Cavco Industries, Inc. and delivered to you, and (when you sign below) has been accepted by you
effective as of [Effective Date].



	 	 	 	 	 	 	 
	ACCEPTED BY OPTIONEE	 	CAVCO INDUSTRIES, INC.	 	 
	as of [Effective Date]
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Optionee


	 	By: