Exhibit
10.2


 


FLEETWOOD
ENTERPRISES, INC.


1992
NONEMPLOYEE DIRECTOR STOCK OPTION PLAN


(As Amended Through March 1, 2004)


 


I.                                         GENERAL
PROVISIONS


 


1.1  Purposes of the Plan.  Fleetwood Enterprises, Inc. (the
“Company”) has adopted this 1992 Nonemployee Director Stock Option Plan (the
“Plan”) to enable the Company to attract and retain the services of experienced
and knowledgeable Nonemployee Directors and to align further their interests
with those of the stockholders of the Company by providing for or increasing
the proprietary interests of the Nonemployee Directors in the Company.


 


1.2  Definitions.  The following terms, when used in this Plan,
shall have the meanings set forth in this Section 1.2:


 


(a)                                  “Award”
means an award of any Stock Option under the Plan.


 


(b)                                 “Board”
or “Board of Directors” means the Board.


 


(c)                                  “Common
Stock” means the common stock of the Company, par value $1.00 per share.


 


(d)                                 “Company”
means Fleetwood Enterprises, Inc., a Delaware corporation, or any
successor thereto.


 


(e)                                  “Fair
Market Value” means the closing sale price of a share of Common Stock on the
New York Stock Exchange Composite Transactions on the date of a Stock Option is
granted, or if not granted on a trading day, on the immediately preceding
trading day.


 


(f)                                    “Nonemployee
Director” means any member of the Board of Directors who is not an employee of
the Company or of any parent or subsidiary corporation (as defined in
Section 424 of the Internal Revenue Code of 1986, as amended) with respect
to the Company.


 


(g)                                 “Participant”
means any Nonemployee Director who receives an Award pursuant to the terms of
the Plan.


 


(h)                                 “Plan”
means the Fleetwood Enterprises, Inc. 1992 Nonemployee Director Stock
Options Plan as set forth herein, as amended from time to time.


 


(i)                                     “Stock
Option” means a right to purchase Common Stock which is the subject of an Award
under this Plan and the provisions of Article III hereof.


 


1.3  Common Shares Subject to Plan.


 


(a)                                  Subject
to the provisions of Sections 1.3(c) and 4.1, the maximum number of shares of
Common Stock which may be issued pursuant to Awards under this Plan shall not
exceed 400,000 shares.


 


(b)                                 The
shares of Common Stock to be delivered under the Plan shall be made available,
at the discretion of the Board of Directors, either from authorized but
unissued shares of Common Stock, or from previously issued shares of Common
Stock reacquired by the Company, including shares purchased in the open market.


 


(c)                                  Shares
of Common Stock subject to the unexercised portion of any Stock Option granted
under this Plan that expires, terminates or is canceled will again become
available for grant of further Awards under this Plan.


 

















 


II.                                     AWARDS
OF STOCK OPTIONS


 


2.1  Award Grants


 


(a)                                  Upon
the first business day following the effective date of this Plan, as determined
pursuant to Section 5.2 hereof, and on the first business day following
any annual meeting of the stockholders of the Company in each calendar year
thereafter for so long as this Plan remains in effect, each Nonemployee
Director who is then serving as a member of the Board of Directors shall
automatically be granted an Award consisting of Stock Options The number of
Stock Options included in such Award shall be the number, rounded to the
nearest one hundred, that is equal to (i) $50,000 divided by (ii) the value of
the purchase price of each such option, such value to be determined using the
Black-Scholes formula for stock option valuations.


 


(b)                                 Each
Nonemployee Director who is appointed or elected other than at an annual
meeting of stockholders of the Company (whether by replacing a director who
retires, resigns or otherwise terminates his service as a director prior to the
expiration of his term or otherwise) shall automatically be granted an Award as
of the date of such appointment consisting of a number of shares of Common
Stock determined by multiplying 4,000 by a fraction, the numerator of which is
the number of days from the date of grant to the date of the next scheduled
annual meeting of stockholders of the Company and the denominator of which is
365 (exclusive of fractional shares).


 


2.2  Award Procedures.  All Nonemployee Directors shall receive
Awards under this Plan, which Awards shall be granted automatically as provided
in this Article II. A Nonemployee Director to whom an Award has been made
shall be notified of the Award, and the Company shall promptly cause to be
prepared and executed a written agreement evidencing the Stock Options which
are the subject of such Award.


 


2.3  Securities Law Requirements.  Shares of Common Stock shall not be offered
or issued under this Plan unless the offer, issuance and delivery of such
shares shall comply with all applicable provisions of law, domestic or foreign,
including, without limitation, the Securities Act of 1933, as amended, the California
Corporate Securities Law of 1968, as amended, and the requirements of any stock
exchange upon which the Common Stock may then be listed. As a condition
precedent to the issuance of shares of Common Stock pursuant to an Award, the
Company may require the Participant to take any reasonable action to comply
with such requirements.


 


III.                                 STOCK
OPTIONS


 


3.1  Purchase Price.  The purchase price of Common Stock issuable
upon exercise of each Stock Option shall be the Fair Market Value, as of the
date of grant of the Stock Option, of the Common Stock subject to such Stock
Option.


 


3.2  Stock Option Term.  Unless earlier exercised or terminated
pursuant to the provisions of Section 3.4, each Stock Option shall expire
and no longer be exercisable on a date which is ten years after the date of
grant.


 


3.3  Exercise of Stock Options.  Options granted shall become exercisable
immediately upon issuance. Options shall remain exercisable until the Stock
Option is exercised or expires as provided in this Article III. At the
time of the exercise of a Stock Option, the purchase price shall be paid in
full in cash, or in shares of Common Stock valued at their Fair Market Value on
the exercise date. No fractional shares will be issued pursuant to the exercise
of a Stock Option, nor will any cash payment be made in lieu of fractional
shares.


 


3.4  Termination of Director Status.  In the event that the holder of Stock
Options ceases to be a director of the Company for any reason (“Termination”),
all Stock Options shall thereafter be exercisable until the earlier to occur of
three years from the date of Termination or ten years from the date of the
grant of such Stock Option.


 


3.5  Rights With Respect to Common Stock.  No Participant and no beneficiary or other
person claiming under or through such Participant will have any right, title or
interest in or to any shares of Common Stock subject to any Stock Option unless
and until such Stock Option is duly exercised pursuant to the terms of this
Plan.


 

















 


IV.                                ADJUSTMENT
PROVISIONS


 


4.1  Changes in Outstanding Securities.  Subject to Section 4.2 below,
(i) if the outstanding shares of Common Stock of the Company are
increased, decreased or exchanged for a different number or kind of shares or
other securities of the Company, or if additional shares or new or different
shares or other securities of the Company are distributed in respect of such
shares of Common Stock (or any stock or securities received with respect to
such Common Stock), through reorganization, recapitalization, reclassification,
stock dividend, stock split, reverse stock split, spin-off or other
distribution with respect to such shares of Common Stock (or any stock or
securities received with respect to such Common Stock), or (ii) if the
value of the outstanding shares of Common Stock of the Company is reduced by
reason of an extraordinary cash dividend, an appropriate and proportionate
adjustment may be made in (x) the maximum number and kind of shares
provided in Section 1.3, (y) the number and kind of shares or other
securities subject to then outstanding Stock Options, and (z) the purchase
or exercise price for each share of Common Stock subject to an outstanding
Stock Option.


 


4.2  Termination Events.  Upon the dissolution or liquidation of the
Company or upon a reorganization, merger or consolidation of the Company with
one or more corporations, as a result of which the Company goes out of
existence or becomes a subsidiary of another corporation, or upon a sale of
substantially all of the property of the Company to another corporation (in
each of such cases a “Termination Event”), this Plan shall terminate. Any Stock
Option therefore granted under the Plan and not exercised on or prior to the
Termination Event shall expire and terminate, unless provisions be made in
writing in connection with such Termination Event for the assumption of the
Stock Option or the substitution for such Stock Option of a new option covering
the stock of a successor corporation, or a parent or subsidiary thereof or of
the Company, with appropriate adjustments as to number and kind of shares and
prices, in which event such Stock Option shall continue in the manner and under
the terms so provided.


 


4.3  Other Adjustments.  Adjustments under this Article IV will
be made by the Board, whose determination as to what adjustments will be made
and the extent thereof will be final, binding and conclusive. No fractional
interests will be issued under the Plan resulting from any such adjustments.


 


V.                                    MISCELLANEOUS
PROVISIONS


 


5.1  Amendment, Suspension, Termination or
Interpretation of the Plan.


 


(a)                                  The Board of
Directors may at any time amend, suspend, or terminate the Plan; provided,
however, that no such action shall:


 


(i)                                     increase
the maximum number of shares specified in Section 1.3(a), unless approved
by the stockholders of the Company;


 


(ii)                                  alter,
terminate or impair in any manner which is materially adverse to a Participant
any Award previously granted;


 


(iii)                               change
the nondiscretionary manner in which Awards are made under Article II; or


 


(iv)                              change
more than once in any six-month period, provisions of the Plan dealing with the
amount of any Award, the purchase price of the Common Stock which is the
subject of any Award, or the timing of the grant or exercise with respect to
Awards.


 


(b)                                 Plan
Interpretation.  Questions of
interpretation of any of the provisions of the Plan shall be resolved by
competent legal counsel selected by the Chief Executive Officer of the Company.


 


5.2  Effective Date and Duration of Plan.  This Plan has been approved by the Board and
shall become effective on the date of its approval by the holders of a majority
of the outstanding shares of Common Stock present in person or by proxy and
entitled to vote at a meeting of the stockholders of the Company. This Plan
shall terminate at such time as the Board, in its discretion, shall determine,
but in any event no later than September 9, 2011. No Award may be granted
under the Plan after the date of such termination, but such termination shall
not affect any Award theretofore granted and any shares of Common stock subject
thereto.


 

















 


5.3  Director Status.  Nothing in this Plan or in any instrument
executed pursuant hereto shall confer upon any Nonemployee Director any right
to continue as a member of the Board of Directors of the Company or any
subsidiary thereof.


 


5.4  No Entitlement to Shares.  No Nonemployee Director (individually or as
a member of a group), and no beneficiary or other person claiming under or
through such Nonemployee Director, shall have any right, title or interest in
or to any shares of Common Stock allocated or reserved for the purpose of the
Plan or subject to any Award except as to such shares of Common Stock, if any,
as shall have been issued to such Nonemployee Director.


 


5.5  Withholding of Taxes.  The Company may make such provisions as it
deems appropriate for the withholding by the Company pursuant to federal or
state income tax laws of such amounts as the Company determines it is required
to withhold in connection with any Award. The Company may require a Participant
to satisfy any relevant tax requirements before authorizing any issuance of
Common Stock to such Participant or payment of any other benefit hereunder to
such Participant. Any such settlement shall be made in the form of cash, a bank
cashier’s check or such other form of consideration as is satisfactory to the
Board.


 


5.6  Transferability.  Awards, any interest therein, and the right
to receive the proceeds thereof shall not be transferable by a Participant,
other than (a) by will or the laws of descent and distribution or
(b) upon dissolution of marriage pursuant to a qualified domestic
relations order or, in the discretion of the Board and under circumstances that
would not adversely affect the interests of the Company, transfers for estate
planning purposes or pursuant to a nominal transfer that does not result in a
change in beneficial ownership. The transfer by a Participant to a trust
created by the Participant for the benefit of the Participant or the
Participant’s family which is revocable at any and all times during the
Participant’s lifetime by the Participant and as to which the Participant is
the sole trustee during his or her lifetime will not be deemed to be a transfer
for purposes of the Plan. Under such rules and regulations as the Committee may
establish pursuant to the terms of the Plan, a beneficiary may be designated
with respect to an Award in the event of the death of a Participant. If the
estate of the Participant is the beneficiary with respect to an Award, any rights
with respect to such Award may be transferred to the person or persons or
entity (including a trust) entitled thereto under the will of such Participant
or pursuant to the laws of descent and distribution.


 


5.7  Other Plans.  Nothing in this Plan is intended to be a
substitute for, or shall preclude or limit the establishment or continuation
of, any other plan, practice or arrangement for the payment of compensation or
benefits to directors generally, which the Company now has or may hereafter
lawfully put into effect, including, without limitation, any retirement,
pension, insurance, stock purchase, incentive compensation or bonus plan.


 


5.8  Singular, Plural; Gender.  Whenever used herein, nouns in the singular
shall include the plural, and the masculine pronoun shall include the feminine
gender, as the context may require.


 


5.9  Applicable Law.  This Plan shall be governed by, interpreted
under, and construed and enforced in accordance with the internal laws of the
State of California.


 


5.10  Successors and Assigns.  The Plan and any agreement with respect to
an Award shall be binding upon the successors and assigns of the Company and
upon each Participant and such Participant’s heirs, executors, administrators,
personal representatives, permitted assignees and successors in interest.