**2006
      RESTRICTED STOCK AWARD AGREEMENT**




**THIS
      RESTRICTED STOCK AWARD AGREEMENT** (“Agreement”) is made and entered into as of this ____ day of **March,
      2006** ,
      by and


between **COACHMEN
      INDUSTRIES, INC.,** an
      Indiana corporation (the "Company"), and __________  ,
      an
      individual (the "Participant").




WHEREAS,
      the Company has heretofore adopted the 2000 Omnibus Stock Plan of Coachmen
      Industries, Inc. (the “Plan”);




WHEREAS,
      the Company desires to grant an award of restricted stock to the Participant
      pursuant to the Plan.




NOW,
      THEREFORE, in consideration of the mutual covenants hereinafter set forth,
      and
      for other good and valuable consideration, the parties do


hereby
      agree as follows:




1.  Certain
      Definitions .
      When
      used herein, the following terms shall have the meanings set forth
      below:




*A.*  *“Change
      in Control”* of the
      Company shall mean the occurrence of any of the following:




(i)  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, any qualified
      or non-qualified plan maintained by the Company or its affiliates, and any
      Passive Investor) 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;




(ii)  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;




(iii)  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 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




(iv)  shareholder
      approval of either (i) a complete liquidation or dissolution of the Company
      or
      (ii) a sale or other disposition of all or substantially all of the assets
      of
      the Company, or a transaction having a similar effect.




*B.*  *“Code”* means
      the
      Internal Revenue Code of 1986, as amended, or any successor revenue code which
      may hereafter be adopted in lieu


thereof.




*C.*  *“Committee”* means
      the
      Management Development/Compensation Committee of the Board of Directors of
      the
      Company.




*D.*  *“Company
      Stock”* means
      shares of the Company’s common stock.




*E.*  *“Passive
      Investor”* means
      any
      person who becomes a beneficial owner of 20% or more of the combined voting
      power of the Company’s


then
      outstanding securities
      solely because (i) of a change in the aggregate number of voting shares
      outstanding since the last date on which


the
      person acquired beneficial ownership of
      any
      voting shares or (ii) (A) the person acquired beneficial ownership of the shares
      based on


calculations
      correctly performed and using the Company’s most current
      reports publicly on file with the Securities and Exchange Commission


which
      indicated that acquisition of the shares would not cause the person to become the
      beneficial owner of 20% or more of the voting shares


then
      outstanding, and (B) the person had no notice or reason to believe that
      acquisition of the shares would result
      in
      the person
      becoming the


beneficial
      owner of 20% or more of the voting shares then outstanding, and (iii) the person
      sells a number of shares that reduces the person’s


beneficial
      ownership of the voting shares to less than 20% of the voting shares outstanding
      within 10 business days after receiving notice from


the
      Company that
      the
      20% threshold had been exceeded.




*F.*  *“Performance
      Measurement Period”* means
      the calendar year 2006, ending December 31, 2006.




*G.*  *“Performance
      Target”* means
      the
      targeted pre-tax profit income for the Participant’s Primary Performance Group
      for the calendar year 2006,


as
      set
      forth in Exhibit A.




*H.*  *“Pre-Tax
      Profit”* means
      the pre-tax profit income of a performance group, excluding any pre-tax profit
      income from operations discontinued


in
      calendar year 2006.




*I.*  *“Primary
      Performance Group”* means
      the
      internal business segment(s) or group(s) for which the Participant is assigned
      primary


responsibility,
      the performance of
      which
      will be the basis of the Participant’s award under this Plan. There are three
      Primary Performance Groups


within
      the Company: RV Group, Housing Group and Total
      Company (COA). The applicable Primary Performance Group for the Participant
      is
      set


forth
      in
      Exhibit A. **




*J.*  *“Restricted
      Stock Award”* means
      the
      grant of restricted Company Stock to Participant subject to the terms of this
      Agreement.




2.  Grant
      of Award .
      The
      Company hereby grants to the Participant 2,000 shares of Company Stock (the
      "Shares"), subject to the terms and


conditions
      set forth herein. The
      Restricted Stock Award will vest as set forth in Section 8.




3.  Issuance
      of Shares .
      The
      Shares shall be issued in the Participant’s name, if and to the extent earned,
      as soon as reasonably practicable after


the
      conclusion of the audited
      Performance Measurement Period. Certificates for the Shares shall be held in
      custody by the Company for the


account of
      the
      Participant until the earlier of (i) the Lapse
      Date, as defined in Section 6 of this Agreement, or (ii) the date on which
      the
      Shares


have
      been forfeited
      on or before the Lapse Date as provided in Section 6 of this Agreement.




4.  Rights
      of Participant .
      Subject
      to the restrictions and risks of forfeiture set forth in this Agreement, once
      the Shares are earned by the


Participant,
      but before the vesting of
      those
      Shares, the Participant shall be entitled to all rights of a stockholder of
      the
      Company with respect to


the
      Shares, including the right to vote the Shares and, subject to
      Sections 7 and 8 of this Agreement, the right to receive dividends and/or other


distributions,
      if any, declared on such Shares from time to time. Dividends on Shares earned but
      not
      vested and delivered to Participant shall be


paid
      into
      an interest-bearing account and held by the Company, and shall be subject to
      the
      general creditors of the Company,
      until paid to the


Participant
      upon vesting and delivery of the certificates for the Shares pursuant to which
      the dividends were paid. Dividends and interest paid


pursuant
      to Shares which are forfeited will be retained by the Company.




5.  Transfer
      Restrictions .
      Until
      the Lapse Date, the Shares, the right to receive the undelivered Shares, and
      the
      right to vote such Shares or


receive
      dividends on such Shares,
      shall not be sold, exchanged, assigned, pledged, bequeathed, devised, or
      otherwise transferred, directly or


indirectly,
      voluntarily or involuntarily, by the Participant, or
      any
      person or entity claiming through or on behalf of the Participant, and no Shares


may
      be
      subject in any manner to attachment, lien, execution, transfer by bankruptcy, judicial
      order or by operation of law, garnishment or other


alienation
      or encumbrance of any kind, either direct or indirect, voluntarily or
      involuntarily before the Lapse Date; provided,
      however, that,


subject
      to the terms of this Agreement, such Shares may be transferred upon the death
      of
      the Participant to the legal representative of the estate


of the
      Participant or the person or persons who shall acquire the right to receive
      the
      vested Shares by bequest or inheritance or by reason of the


death
      of
      the Participant to the extent
      earned, upon each Lapse Date. Any transfer or purported transfer of Shares
      in
      violation of the restrictions


set
      forth
      in this Section 5 shall be null and void and shall result
      in
      the forfeiture to the Company, without notice and without consideration to
      the


Participant,
      of the Shares transferred or purportedly transferred, as well as any dividends
      or distributions paid on such Shares.




6.  Release
      of Restrictions .
      The
      restrictions set forth in Section 4 shall lapse upon the earlier of the
      following (the “Lapse Date”): (i) as and


when
      the
      shares vest under Section
      8
      below (subject to completion of the final accounting and audit of the Company’s
      financial statements for


the
      Performance Measurement Period), or (ii) the occurrence
      of a Change in Control.




7.  Forfeitures .
      The
      Shares shall be forfeited without notice and without consideration immediately
      in accordance with the following:




A.  if
      the
      Pre-Tax Profits of the Participant’s Primary Performance Group are not
      sufficient to earn any portion of the Restricted Stock Award,


pursuant
      to Section 8 below; or




B.  if
      the
      Participant’s employment with the Company is terminated during the Performance
      Measurement Period for any reason other than


death
      or
      disability, unless the Committee,
      in its discretion, determines otherwise; or




C.  if
      the
      Participant attempts to transfer or transfers the Shares in any manner in
      violation of Section 4; or




D.  if
      the
      Participant is demoted during the Performance Measurement Period, including,
      without limitation, in terms of title, position or duties,


such
      that
      the Participant is no
      longer
      an Executive or Senior Manager of the Company, as determined by the Committee
      in
      its discretion; or




E.  if,
      at
      any time during the Performance Measurement Period, the Participant is not
      in
      compliance with the Company’s Code of Conduct


and/or
      Participant’s Business Protection
      Agreement, as determined by the Committee in its discretion; or




F.  with
      respect to any Shares that are not vested pursuant to Section 8 of this
      Agreement.




Any
      Shares forfeited under this Section 7 shall be returned to the Company. Any
      dividends previously paid with respect to any forfeited Shares


shall
      also be forfeited and
      retained by the Company with the Shares so forfeited.




8. Vesting
      of Shares .




A.  Shares
      not earned shall be forfeited and shall not vest, subject to Sections 9 and
      11
      below. Subject to Section 9 below: if the Pre-Tax Profit


of
      the
      Primary Performance Group
      identified on the attached Exhibit A meets or exceeds the Performance Target
      set
      forth on Exhibit A, one


hundred
      percent (100%) of the Shares are earned; if said Pre-Tax Profit
      is
      less than the Performance Target set forth on Exhibit A, but is equal to


or
      greater than seventy five percent (75%) of said Performance Target, seventy
      five
      percent (75%)
      of
      the Shares are earned; and, if said Pre-Tax


Profit
      is
      less than seventy five percent (75%) of the Performance Target set forth on
      Exhibit A, but is equal to or greater than
      fifty percent (50%)


of
      said
      Performance Target, fifty percent (50%) of the Shares are earned. If the said
      Pre-Tax Profit is less than fifty percent (50%) of the


Performance Target
      set forth on Exhibit A, no Shares are earned. The Pre-Tax Profit shall be
      conclusively determined according to the Company’s


audited
      financial statements for the Performance
      Period.




B.  The
      restrictions set forth in Section 5 on the earned Shares shall lapse and
      certificates for such Shares held for the Participant shall vest and


be
      distributed to the Participant
      as described in this Section 8B or in Section 11. One third (1/3) of the earned
      Restricted Stock Award shall vest


immediately
      as of January 1, 2007 (subject to final audit
      of
      the Company’s financial records); one third (1/3) shall vest on January 1, 2008
      and one


third
      (1/3) shall vest on January 1, 2009; unless there earlier occurs a Change in Control,
      in which case Section 11 shall control. A certificate for


one
      third
      (1/3) of the number of Shares vested shall be delivered to the Participant
      within thirty (30) days after the
      filing of the Company’s Form


10-K
      with
      the Securities and Exchange Commission for the Performance Measurement Period.
      Certificates for the remaining Shares shall be


delivered
      as soon as practicable after the shares vest on January 1 of 2008 and 2009,
      respectively, or upon a Change in Control, whichever


occurs
      first.




9. Termination
      of Employment Upon Death or Disability .  If
      the
      Performance Target is achieved in an amount sufficient to earn all or a portion
      of


an
      Award,
      and if the Participant’s
      employment is terminated during the Performance Measurement Period by reason
      of
      the Participant’s death or


disability,
      the number of shares earned under this Restricted
      Stock Award will be prorated based on the date of death or disability and the


number
      of
      months the Participant was actively employed during the Performance Measurement
      Period. The Restricted Stock Award, as so


prorated,
      shall be determined in accordance with Section 8 as of the first day of the
      year
      following the end of the Performance
      Measurement


Period.
      The unvested Shares shall be issued and delivered to the Participant within
      thirty (30) days after the filing of the Company’s Form 10-K


with the
      Securities and Exchange Commission in 2008.




10. Code
      Section 162(m) Limitation .
      Notwithstanding anything in this Agreement to the contrary, to the extent that
      Code Section 162(m) would


operate
      to limit the Company’s federal
      income tax deduction for remuneration with respect to a Participant, resulting
      in federal income tax liability


to
      the
      Company, the Participant’s receipt of Shares shall be deferred
      until Section 162(m) no longer operates to result in such federal income tax


liability
      to the Company. The determination of whether Code Section 162(m) operates to limit
      the
      Company’s deduction in a manner resulting in


federal
      income tax liability to the Company will be determined by the Committee. Payment
      of the Shares shall occur in the
      following calendar year


(or,
      if
      necessary, each subsequent calendar year) to the extent such payment, when
      added
      to other remuneration subject to the Section 162(m)


limit for
      such
      year, does not result in federal income tax liability to the Company. Shares
      deferred hereunder shall be fully vested and shall not be


forfeited
      for any reason, including, without
      limitation, termination of employment.




11. Change
      in Control .
      Notwithstanding anything in this Agreement to the contrary, if a Change in
      Control occurs during the Performance


Measurement
      Period, the Primary Performance
      Group will be presumptively and conclusively deemed to have achieved at least
      50% of the


Performance
      Target set forth on Exhibit A, and 50% of the Shares will be
      deemed
      to have been earned; provided however, if the percentage


calculated
      by multiplying the average monthly Pre-Tax Profits earned by the Primary
      Performance Group per
      month
      during the current calendar


year
      through the last preceding complete calendar month prior to the Change in
      Control by twelve (12), and dividing that result by the


Performance
      Target, is greater than 50%, Participant will instead be presumptively and
      conclusively deemed to have earned the that same


corresponding
      percentage of the Shares
      granted by the Restricted Stock Award. All such shares deemed to be earned
      pursuant to this


paragraph
      will vest immediately. Certificates for all vested Shares shall be immediately
      delivered to the Participant upon a Change in Control,


regardless
      of whether the Participant continues to be employed by the Company or any
      successor to the Company.




12. Section
      83(b) Election .
      The
      Participant may make an election in accordance with Section 83(b) of the
      Internal Revenue Code of 1986, as


amended,
      within 30 days of the grant of
      the
      Shares, even though the Shares will not vest, if at all, until the Lapse Date.
      Such election must be


filed
      by
      the Participant with the Internal Revenue Service Center where the
      Participant files his or her federal income tax return and attach a copy


of
      the
      election to his or her income tax return for the year the Restricted Stock
      Award
      is made. If such election
      is made, the Participant will incur


ordinary
      income tax on the fair market value of the Shares on the date of the grant,
      even
      though the Participant’s rights to the Shares do
      not
      vest


until
      the
      Lapse Date, and, under current law, subsequent appreciation in the value of
      the
      stock will be taxed to the Participant when the


Participant
      sells the Shares at
      capital gains tax rates. A sample Section 83(b) election is attached to this
      Agreement as Appendix
      A .
      If the


Participant
      declines to make the Section 83(b) election, the Participant
      will incur ordinary income tax on the fair market value of the Shares on


each
      Lapse Date, provided the Shares have not been forfeited before the Lapse Date,
      and, under
      current law, any subsequent gain or loss when


the
      Participant sells the Shares will be taxed to the Participant at capital gains
      tax rates. *If
      the Participant decides to make* *a
      Section 83(b)*


*election,
      it is irrevocable and the Participant will not be able to take a deduction
      if
      the Restricted Stock Award does not vest or the Shares*


*are* *subsequently
      forfeited or the value of the Shares declines.*




The
      Company shall have the right to require the Participant to pay the Company
      the
      amount of any taxes which the Company is or will be


required
      to withhold with respect to such
      Shares before the certificates for such Shares are delivered to the Participant
      in accordance with this


Agreement;
      provided, however, that the Participant may elect to meet the
      tax
      withholding requirement by requesting the Company to withhold


from
      the
      Restricted Stock Award the appropriate number of Shares, rounded up to the
      next
      whole number,
      which would result in proceeds equal


to
      the
      minimum statutory withholding tax liability. The Participant may make such
      election by completing an election form in the form
      attached to


this
      Agreement as Appendix
      B and
      delivering it to the Company on or before the date on which certificates for
      the
      Shares are delivered to the


Participant.
      If the
      amount of any required tax withholding is not paid in cash or by the
      Participant’s election to withhold shares from the


Restricted
      Stock Award, the Company may elect to deduct
      such taxes from any other amounts then payable in cash or in Shares or from
      any


other
      amounts payable any time thereafter to the Participant or take such other action it
      deems
      appropriate, including voiding the Restricted


Stock
      Award. The Company shall not deliver certificates for any Shares subject to
      the
      Restricted Stock Award until the tax
      withholding


obligation
      is satisfied as provided in this Section 11.




13. Condition .
      This
      Restricted Stock Award is expressly conditioned upon the cancellation of all
      Restricted Stock Award Agreements previously


entered
      into with Participant for
      the
      three (3) year performance measurement periods (as defined in such agreements)
      ending on December 31,


2006
      and
      December 31, 2007. Participant accepts this condition by
      his
      signature on this Agreement, and such previously entered into Restricted


Stock
      Award Agreements are hereby cancelled, null, void and of no effect, including
      in
      the event
      of
      a Change in Control.




14. Provisions
      of the Plan .
      All of
      the provisions of the Plan pursuant to which this Agreement is made are hereby
      incorporated by reference and


made
      a
      part hereof as if specifically
      set forth herein, and to the extent of any conflict between this Agreement
      and
      the terms in the aforesaid Plan,


the
      Plan
      shall control. To the extent any capitalized terms
      are
      not otherwise defined herein, they shall have the meaning set forth in the
      Plan.




15. Adjustments
      Upon changes in Capitalization .
      In the
      event of changes in all of the outstanding Company Stock by reason of stock
      dividends,


stock
      splits, reclassifications, recapitalizations,
      mergers, consolidations, combinations or exchanges of shares, reorganizations
      or
      liquidations or


similar
      event, the number and class of Shares subject to a Restricted
      Stock Award shall be equitably adjusted by the Committee. Any such


adjustment
      may provide for the elimination of any fractional shares which might otherwise become
      subject to a Restricted Stock Award.




16. Parties
      in Interest; Section Headings .
      This
      Agreement shall inure to the benefit of the Company, its successors and assigns,
      and shall be


binding
      on the Participant and the Participant’s
      heirs, personal representatives, successors and assigns. The Company may assign
      its rights


under
      this Agreement. The Participant may not assign his/her rights hereunder.
      The section headings contained in this Agreement are inserted


as
      a
      matter of convenience and shall not be considered in interpreting or construing
      this Agreement.




17. Governing
      Law .
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Indiana.




18. Entire
      Agreement; Waiver .
      This
      Agreement constitutes the entire agreement of the parties with respect to the
      subject matter hereof and


supersede
      all prior agreements, written and oral,
      between the parties hereto with respect to the subject matter hereof. The waiver
      of a breach of


any
      term
      or condition of this Agreement must be in writing signed by the party sought
      to
      be charged with such waiver, and such waiver shall


not
      be
      deemed to constitute the waiver of any other breach of the same or of any other
      term or condition of this Agreement. The invalidity or


unenforceability
      of any provision of this Agreement shall not affect the validity or
      enforceability of the remaining provisions.




19. Amendment .
      This
      Agreement may be amended only by a writing signed by each of the parties hereto.







IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first above written.




COACHMEN
      INDUSTRIES, INC.









By_______________________________




Claire
      C.
      Skinner









Title: Chairman,
      CEO & President














"PARTICIPANT"









_________________________________
















**Appendix
      A**







ELECTION
      UNDER SECTION 83(b) OF


THE
      INTERNAL REVENUE CODE OF


1986,
      AS AMENDED (the "Code")







Pursuant
      to Section 83(b) of the Code and Treasury Regulation §1.83-2 the undersigned
      hereby makes the election described in Section 83
      (b)


of
      the
      Code and
      states as
      follows:




The name, address and taxpayer identification number of the taxpayer is


___________________________________________________________________________________________________________.




The
      property with respect to which the election is made is: ___
      shares of Common Stock of Coachmen Industries, Inc.




The
      date
      or dates on which the property was transferred is ________, 2005 and the taxable
      year for which such election was made is


December
      31, 2005 .




The
      nature of the restriction or restrictions to which the property is subject
      is as
      follows: Shares are restricted and may not be transferred or sold


until
      three years from the date of grant and then vest only upon satisfaction of
      certain performance criteria.




The
      fair
      market value at the time of transfer (determined without regard to any lapse
      restriction, as defined in Treasury Regulation §1.83-3(i)) of


each
      property with respect to which the election is being made is $ .




The
      amount paid for such property is $0.00.




Copies
      of
      this election statement have been furnished to other persons as required by
      Treasury Regulation §1.83-2(d).




____________________________________




(Signature)




Dated:
      ______________, 2005







**Appendix
      B**




**Election
      To Withhold Shares From Restricted Stock Award**


**to
      Satisfy Withholding Obligations**




The
      undersigned Participant in the Coachmen Industries, Inc. Performance Based
      Restricted Stock Plan has received a Restricted Stock Award under the Plan
      as
      evidenced by the Restricted Stock Award Agreement dated _________, 200_ by
      and
      between the undersigned and Coachmen Industries, Inc. (the
“Company”).




The
      undersigned hereby requests the Company to withhold from the Restricted Stock
      Award the appropriate number of shares of Common Stock, rounded up to the
      nearest whole share, which would result in proceeds equal to all applicable
      tax
      withholding requirements with respect to such Restricted Stock Award. The
      appropriate number of shares to be withheld shall be determined based on the
      closing sales price of the Common Stock on the NYSE Composite Transactions
      Tape,
      as reported in the *Wall
      Street Journal, Midwest Edition* ,
      on the
      first trading day following the Lapse Date . The under signed understands that
      the election made herein is irrevocable.














____________________________




Signature
      of Participant









Name:
      _______________________









Date:
      ________________________










































**EXHIBIT
      A TO 2006 RESTRICTED STOCK AWARD AGREEMENT**














Participant:














Primary
      Performance Group:














Performance
      Target (pre-tax income):













The
        maximum number of restricted shares that each of the Registrant’s executive
        officers may earn pursuant to Restricted Stock Award Agreements between them
        and
        the Registrant are as follows:
  **Executive
                  Officer’s Name and Title**
              
              **Maximum Number of**
                **Restricted
                  Shares**
                **Awarded**Claire
                  C. Skinner
                Chairman
                  of the Board and Chief Executive Officer
              
              12,000Michael
                  R. Terlep, Jr.
                President,
                  Coachmen RV Group, and President,
                Coachmen
                  Recreational Vehicles Company, LLC
              
              12,000Richard
                  M. Lavers
                Executive
                  Vice President, General Counsel, Secretary,
                Chief
                  Financial Officer and Chief Administrative Officer
              
              12,000