**Exhibit
        10(a)**
 **SEVERANCE
        AND EARLY RETIREMENT AGREEMENT**
 **AND
        GENERAL RELEASE OF ALL CLAIMS**
 
 
 THIS
        SEVERANCE AND EARLY RETIREMENT AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS
        (“Agreement”) is made and entered into this 23rd day of October 2006, between
        Claire C. Skinner (“Executive”) and Coachmen Industries, Inc.
        (“Company”).
 
 WHEREAS,
        Executive was employed by Company as its Chief Executive Officer and held
        the
        position of Chairman of the Board of Directors; and
 
 WHEREAS,
        Executive has elected to take early retirement and resign from the Board
        of
        Directors.
 
 NOW,
        THEREFORE, in consideration of the mutual promises contained in this Agreement,
        it is agreed as follows:
 
 1.  **Termination
        of Employment and Resignation** .
        The
        termination of Executive’s service with Company shall be effective as of August
        31, 2006 (“Termination Date”). Executive shall
        resign as an officer and employee of Company (and any of its parent companies,
        subsidiaries, affiliates and divisions) and as a member of the Company’s Board
        of Directors, including without limitation her position as Chairman of the
        Board
        of Directors, effective on the Termination Date. Company
        will pay Executive her salary and any directors’ fees or other amounts earned by
        and due to Executive for the period through the Termination Date in accordance
        with past practices.
 
 2.  **Severance
        Benefits and Consideration** .  In
        consideration of Executive’s execution and agreement to the terms and conditions
        of this Agreement, Company shall provide Executive with the following severance
        benefits (“Severance Benefits”) to
        which
        she would otherwise not be entitled but for entry into this
        Agreement :
  a.
        **Health Insurance.** Executive has elected to continue her group
        health insurance coverage pursuant to the Consolidated Omnibus Budget
        Reconciliation Act (“COBRA”) and paid COBRA premiums for the period from the
        Termination Date through December 31, 2006. The Company shall reimburse
        Executive for such premium payments not later than three business days after
        the
        date on which this Agreement becomes enforceable as set out in Paragraph
        17.
        Company shall reimburse Executive for COBRA premiums attributable to maintaining
        such insurance coverage for herself and her eligible dependents for the period
        beginning January 1, 2007, and lasting until 18 months following the Termination
        Date or until the earlier to occur of (1) Executive becoming enrolled in
        other
        health insurance or (2) such COBRA coverage terminating. The Company shall
        reimburse Executive for such premium payments not later than five business
        days
        after Executive delivers proof of payment to Company. Executive’s health care
        expenses incurred after the Termination Date and before Executive has elected
        and paid for COBRA coverage (including the reimbursement of any covered expenses
        paid by Executive) shall be paid by the Coachmen Medical Plan in accordance
        with
        the terms of the Plan.
 
 b.  **Severance
        Payments** .
        Company
        shall pay (via wire transfer) and provide the following severance payments
        to
        Executive (provided Executive is not at any time in material breach of this
        Agreement or any other agreement with Company), subject
        to applicable federal and state tax withholding :
 
 (1)  Company
        shall pay Executive $672,750 (representing 23 months of Executive’s current
        regular base salary, excluding incentive pay, bonuses and other compensation
        or
        benefits) as follows:
 
 A.  On
        the
        Company’s first regular pay date following the later of the date on which this
        Agreement becomes enforceable as set forth in paragraph 17 or March 1, 2007,
        the
        Company shall pay Executive $175,500 (representing six months of salary).
        For
        purposes of this Agreement, the Company’s regular pay dates are the 15th day and
        the last day of each calendar month (“Regular Pay Dates”).
  B.  The
        balance of $497,250 shall be paid in installments of $14,625 on each of the
        Company’s Regular Pay Dates which are on and after the later of the date on
        which this Agreement becomes enforceable as set forth in paragraph 17 or
        March
        15, 2007.
 
 (2)  Executive
        shall receive payment of her Deferred Benefit Account (“Account”) in the
        Executive Benefit and Estate Accumulation Plan (“EBP Plan”) as
        a Termination Benefit, pursuant to Section 3.4 of the EBP Plan and
        Paragraph 8 of her EBP Plan Agreement. Her Account shall be paid to her in
        a
        lump sum within three business days following the date on which this Agreement
        becomes enforceable as set forth in paragraph 17 in the amount of $965,929.00.
 
 (3)  Both
        parties stipulate that payment for any accrued but unused vacation days as
        of
        the Termination Date is included in the foregoing amounts, and that under
        the
        Company’s policies there are no payments due for payment of “sick pay”;
        and
 
 (4)  Effective
        on the Termination Date, Executive shall cease making Salary Reduction
        Contributions to her SERP Account in the Supplemental Deferred Compensation
        Plan
        (“ESP Plan”), and accordingly the Company shall discontinue making Employer
        Matching Contributions to Executive’s SERP Account. Executive shall also cease
        making contributions to the Coachmen Industries, Inc. Retirement Plan and
        Trust
        (“401(k) Plan”) as of the Termination Date, and the Company shall discontinue
        making Employer Matching Contributions to the Executive’s Account in the 401(k)
        Plan as of said date. No contributions shall be made to Executive’s SERP Account
        or the 401(k) Plan from the severance payments described in Paragraph 2(b)(1)
        above. Under the terms of the Supplemental Deferred Compensation Plan and
        the
        401(k) Plan, all Employer Matching Contributions in the Executive’s SERP Account
        and 401(k) Account are fully vested, except that Executive’s SERP Account
        remains subject to the claims of creditors of the Company. Executive’s 401(k)
        Plan Account shall be distributed in accordance with the terms of the 401(k)
        Plan. Company shall distribute to Executive all of the Executive’s pre-2005
        Salary Reduction and Bonus Reduction sub-Accounts of her SERP Account within
        60
        to one hundred 100 days following the Termination Date. The Company shall
        distribute to Executive the balance of her Accounts in the SERP (i.e., all
        post-December 31, 2004 Salary Reduction and Bonus Reduction sub-Accounts
        and all
        Employer Contribution sub-Accounts) no sooner than six months after the
        Termination Date and no later than seven months after the Termination Date.
 
 c.  **Vesting
        in Benefit Programs and Exercise of Stock Options** .
 
 (1)  Except
        as
        specifically otherwise provided herein, all participation in and all vesting
        in
        Company benefit programs will end as of the Termination Date. To the extent
        Executive is vested in options to purchase common stock of the Company,
        Executive shall exercise all such options within 90 days after the Termination
        Date. All unvested options shall be forfeited as of the Termination Date,
        and
        Executive shall have no further rights under such award agreements as of
        the
        Termination Date.
 
 (2)  To
        the
        extent Executive has participated in other equity-based compensation plans
        of
        the Company, and has received restricted stock or other equity-based
        compensation or awards under Company plans or programs, all further vesting
        in
        such compensation and awards shall end as of the Termination Date. Any
        outstanding equity-based award, including restricted stock granted under
        the
        long term incentive program, which has not vested as of the Termination Date
        shall terminate and be forfeited, and Executive shall have no further rights
        under such award agreements as of the Termination Date.
 
 (3)  In
        connection with exercises of the Executive’s options pursuant to Section 2(c)(1)
        of this Agreement, the Company agrees with the Executive, and represents
        and
        warrants to the Executive, that (A)  under the outstanding grants of
        non-qualified stock options to the Executive under the Plan dated October
        9,
        2000, February 19, 2002, and March 31, 2003, the Executive had, as of the
        Termination Date, the fully vested right to purchase an aggregate of 59,500
        shares  of Common Stock of Coachmen (the option rights with respect
        to 500 shares not having satisfied the vesting requirements as of the
        Termination Date), at the prices specified in such grants *,* and such
        options are therefore exercisable pursuant to and subject to Section
        2(c)(1);  (B) the Committee, acting pursuant to Section 6(b) of the Plan
        and SEC Rule 16b-3(e), has authorized the Executive to deliver to the
        Company, in connection with any or all exercises of her options pursuant to
        Section 2(c)(1), certificates for shares of Common Stock of the Company owned
        by
        the Executive on the date of each exercise of such options, in payment of
        some
        or all of the exercise price(s) applicable to such exercise(s), with the
        per
        share value of such already-owned shares for each such exercise being deemed
        to
        be equal to the Fair Market Value of the Company’s shares (as
        determined in accordance with Section 15 of the Plan) on the applicable
        exercise date;  (C) the Committee, acting pursuant to Section 16 of the
        Plan and SEC Rule 16b-3(e), has authorized the Executive to require that
        the
        Company satisfy all of its withholdings of federal, state and local taxes
        arising in connection with each exercise of her stock options pursuant to
        Section 2(c)(1) by withholding shares of Common Stock from the delivery of
        the
        shares otherwise deliverable to the Executive that have a Fair Market Value
        (as
        determined in accordance with Section 15 of the Plan) equal to the amount
        to be
        withheld; and (D) the shares of Company Common Stock that will be issued
        and
        delivered to the Executive upon any and all of her exercises of options pursuant
        to Section 2(c)(1), (i) will be issued pursuant to the prospectus covering
        such
        option exercises that is part of a then-effective registration statement
        under
        the Securities Act of 1933, as amended (the “Securities Act”) covering the offer
        and sale of such shares to the Executive, (ii) will not be “restricted
        securities” upon issuance by the Company to the Executive, as that term is
        defined by Rule 144 under the Securities Act, and (iii) will be evidenced
        by
        certificates that will not bear any restrictive legends, and will be 
freely transferable, immediately and fully, by the Executive without
        being subjected to any “stop transfer” instructions of the
        Company.
 
 3.  **Transition
        Assistance** .
        During
        the three-month period following the Termination Date, Company may require
        Executive to provide reasonable transition assistance to Company, at no
        additional compensation, other than reimbursement of reasonable expenses
        documented by Executive, if any, on a part-time basis (with the obligation
        on
        the part of Executive to make herself reasonably available to satisfy the
        reasonable transition needs of Company). It is understood and agreed that
        Executive’s obligation to provide ongoing assistance to Company is not, in and
        of itself, an obligation to receive material non-public information by
        Executive. However, it is also understood and acknowledged that it may be
        necessary for Company to disclose such information solely for the limited
        purpose of facilitating Executive’s duty of cooperation.
 
 4.  **Trade
        Secrets/Mutual
        Non-Disparagement/Cooperation/Indemnification** .
        In
        further consideration of the payments and benefits set forth above, Executive
        agrees and commits to protect Company from intrusion into its business by
        not
        disclosing to any third-party any confidential information or trade secrets
        of
        Company, and will abide by all post-employment obligations. Executive further
        agrees to refrain from any disparaging remarks concerning the Company, its
        executives, employees, agents, operations, or plans. Likewise, the Company
        will
        take reasonable efforts to prevent its Officers and Directors from making
        any
        disparaging remarks concerning the Executive, and agrees that employment
        inquiries will be responded to consistent with the letter of recommendation,
        attached hereto, and incorporated herein, as Exhibit 1 (a signed copy of
        which,
        on Company letterhead, will be forwarded to Executive upon her signing of
        this
        Agreement). In further protection of the interests of the Company, Executive
        agrees that, as to any matters currently pending, or which arise relating
        to the
        Executive’s employment at Company, she will provide reasonable cooperation to
        the Company and its attorneys in connection with any proceeding involving
        the
        Company before a court, an administrative agency, governmental organization,
        or
        an arbitrator. It is understood that Executive’s reasonable cooperation
        includes, but is not limited to, responding to reasonable requests involving:
        assisting in the preparation and compiling of exhibits; assisting in the
        preparation of witnesses; appearing at deposition and/or trial; giving truthful
        testimony; and assisting in any respect in the preparation of Company’s case.
        Executive’s failure to provide such reasonable cooperation will be deemed a
        material breach of this Agreement. Any such reasonable cooperation Executive
        provides during the first 23 months after the Termination Date will be without
        any remuneration, except that Executive will be reimbursed for her reasonable
        and documented expenses relating to such cooperation, including, but not
        limited
        to, travel and meal expenses. After 23 months from the Termination Date,
        in
        addition to reimbursement for reasonable and documented expenses, the Company
        shall pay Executive for such cooperation at a rate of $275 per hour, except
        for
        any actual time Executive spends on the witness stand as a witness. It is
        also
        understood and agreed that Executive shall be provided with full coverage
        under
        the Company’s Directors and Officers liability insurance policies, including
        full tail coverage in the event of policy termination, equal to and on the
        same
        basis as that provided to retired Officers and Directors of the Company.
        In
        addition, the Company agrees to indemnify and hold Executive harmless for
        any
        taxes, interest, related reasonable professional fees and costs, and/or
        penalties payable by Executive under Code Section 409A on account of the
        failure
        of the Company to timely amend the EBP Plan or the ESP Plan to comply with
        Code
        Section 409A.
 
 5.  **General
        Release** .
        In
        consideration of the promises set forth in this Agreement and other good
        and
        valuable consideration, Executive hereby irrevocably and unconditionally
        releases, acquits, and forever discharges Company, Company’s parent companies,
        subsidiaries, affiliates, and divisions, as well as each of their respective
        officers, directors, executives, employees, consultants, and agents (being
        collectively referred to herein as the “Releasees”), or any of them, from any
        and all charges, complaints, claims (including but not limited to wages,
        commissions, and bonuses), liabilities, obligations, promises, agreements,
        controversies, damages, actions, causes of action, suits, rights, demands,
        costs, losses, debts, and expenses (including attorney fees and costs actually
        incurred), of any nature whatsoever, known or unknown, in law or equity,
        arising
        out of or related in any way to Executive’s employment with Company, the
        termination of that employment, or Executive’s resignation as an officer or as a
        member of the Board of Directors, including, without limitation of the foregoing
        general terms, any and all claims arising from any alleged violation by the
        Releasees of any federal, state, or local statutes, ordinances, or common
        law,
        including but not limited to, the Age Discrimination in Employment Act, as
        amended by the Older Workers Benefit Protection Act; the Americans with
        Disabilities Act; Title VII of the Civil Rights Act of 1964, as amended;
        42
        U.S.C. § 1981, as amended; the Fair Labor Standards Act; the Equal Pay Act; the
        Employee Retirement Income Security Act; COBRA; the Rehabilitation Act of
        1973;
        the Civil Rights Act of 1991; the Family and Medical Leave Act; the Civil
        Rights
        Act of 1866; the Indiana Civil Rights Act; and any other employment
        discrimination laws, as well as any other claims based on constitutional,
        statutory, common law, or regulatory grounds, as well as any claims based
        on
        theories of breach of contract or implied covenant or fiduciary duty,
        deprivation of equity interest, conversion, defamation (libel or slander),
        retaliation, wrongful or constructive discharge, fraud, misrepresentation,
        or
        intentional and/or negligent infliction of emotional distress (“Claim” or
“Claims”), which Executive now has, owns, or holds, or claims to have, own, or
        hold, or which Executive had owned, or held, or claimed to own at any time
        before execution of this Agreement, against any or all of the Releasees.
        Executive does not waive any future claims. Executive acknowledges that she
        has
        not suffered any physical or mental injuries arising out of her employment
        with
        Company or the termination of that employment. The Company hereby warrants
        and
        represents that it knows of no claims it or any Releasee currently possesses
        against Executive.
 
 6.  **Future
        Employment** .
 
 a.  **With
        Company.** Executive agrees not to apply for future employment with Company, or any
        of its
        affiliates or successors. Executive will not apply for or otherwise seek
        reemployment with Company or its affiliates and successors at any time, and
        neither Company nor its successors have any obligation, contractual or
        otherwise, to rehire, reemploy, recall, or hire her in the future.
 
 b.  **With
        Competitors.** For 23
        months after the Termination Date, Executive shall obtain the written approval
        of the Chairman of the Company before engaging or participating (whether
        as an
        employee, contractor, consultant, partner, shareholder, investor, or any
        other
        type of participant) in any business that directly or indirectly competed
        with
        Company prior to the Termination Date, and if Executive does so without such
        approval, then at Company’s option: Company may declare all payments made and to
        be made under this Agreement forfeited (except for those required by law
        and
        those returning salary deferrals made by Executive) and seek to recover same;
        and/or Company may seek injunctive relief and damages to protect its rights
        under any or all agreements Executive has with the Company. This shall not
        prevent Executive’s ownership (directly or indirectly) of not more than one
        percent of the total shares of all classes of stock outstanding of any publicly
        held company, or five percent of the total outstanding securities of any
        privately held company. Executive acknowledges and agrees that her departure
        from the Company shall be treated as a resignation for purposes of the
        interpretation and application of Section 1 of the Business Protection
        Agreement, Senior Officers, dated December 1, 1998).
 
 7.  **Confidentiality** .
        Executive covenants and agrees that she will keep confidential and will not
        repeat or disclose any of the terms or conditions of this Agreement, or any
        of
        the negotiations which resulted in this Agreement, except to her legal counsel,
        financial advisors, and her immediate family. Nothing in this Agreement,
        nor the
        fact of settlement, shall constitute, or be construed as, an admission of
        wrongdoing by either party, nor shall this Agreement be construed as a
        limitation on the ability to respond to a lawful subpoena or court order.
 
 8.  **Construction** .
        The
        fact that one party drafted this Agreement or any specific provision hereof
        shall not be construed against either party. The parties hereby confirm and
        agree that this Agreement is the result of negotiation and compromise, and
        that
        in interpreting this Agreement neither party shall be considered to be the
        drafter of the document, and that the language should not be strictly construed
        against either party. Instead, the language of the Agreement should be
        interpreted consistently with the ordinary and reasonable meaning of the
        words
        used.
 
 9.  **Non-reliance
        on Other Statements or Promises** .
        Executive represents and acknowledges that in executing this Agreement, she
        does
        not and has not relied on any representation or statement by Company or its
        agents, except the statements which are contained within this Agreement.
        Executive agrees and understands that she is receiving additional severance
        benefits beyond that to which she would otherwise be entitled, in return
        for the
        release of claims set forth herein. Executive and Company further agree and
        acknowledge that, except as set forth in this Agreement, any agreements or
        arrangements entered into between Executive and Company are terminated as
        of the
        Termination Date and shall have no further force or effect.
 
 10.  **Enforcement
        Costs** .
        If any
        legal action or other proceeding is brought for the enforcement of this
        Agreement, or because of an alleged dispute, breach, default, or
        misrepresentation in connection with any provisions of this Agreement, the
        non-breaching party or parties shall be entitled to recover from the breaching
        party any reasonable attorney fees, court costs and all expenses, even if
        not
        taxable as court costs (including, without limitation, all such fees, costs
        and
        expenses incident to appeals) incurred in that action or proceeding, in addition
        to any other relief to which such party or parties may be entitled.
 
 11.  **Limitation
        of Remedies** .
        Executive acknowledges and agrees that the release, discharge and covenants
        granted by her in this Agreement shall survive the execution of this Agreement
        and shall also remain binding upon Executive except in the event of a breach
        of
        any part of this Agreement by Company. In the event of any such breach by
        Company, Executive shall be entitled to revoke or cancel this Agreement
        including the binding nature of the release and discharge as contained in
        this
        Agreement, in addition to all other rights in law or equity. Any failure
        by the
        Company to make timely payments under this Agreement shall accelerate the
        timing
        of any remaining payments to Executive under this Agreement upon demand by
        Executive to the extent permissible under Code Section 409A. Any claimed
        breach
        must be brought to the attention of the other party by written notice within
        90
        days of the date the party making the claim knew or reasonably should have
        known
        of the breach, and any breach not so reported shall be untimely and
        waived.
 
 12.  **Severability** .
        If any
        one or more of the provisions contained in this Agreement as to any of the
        parties to this Agreement shall for any reason be held to be invalid, illegal
        or
        unenforceable in any respect, such invalidity, illegality or unenforceability
        shall not affect any other provision of this Agreement or any other party
        to
        this Agreement, and this Agreement shall be construed as if such invalid,
        illegal or unenforceable provision(s) had never been contained
        therein.
 
 13.  **Integration** .
        This
        Agreement sets forth the entire Agreement and understanding between Company
        and
        Executive and fully supersedes any and all prior oral or written and express
        or
        implied agreements or understandings between Executive and Company or its
        agents, relating to the subject matter hereof; provided  ̧ however ,
        this
        Agreement does not supersede or replace the following agreements, which are
        independent and remain in full force and effect: Business Protection Agreement,
        Senior Officers, dated December 1, 1998; Confidentiality, Conflict of Interest
        and Invention Agreement for Senior Executives, Division Presidents & Senior
        Managers dated December 1, 1998. The Change in Control agreement with Executive,
        by its terms, terminated as of the Termination Date.
 
 14.  **Binding
        Agreements** .
        The
        terms and provisions of this Agreement shall be binding upon, and inure to
        the
        benefit of, the parties hereto and their respective heirs, legal
        representatives, agents, successors and assigns; provided , however ,
        that in
        no event shall Executive be entitled to assign any rights or delegate any
        duties
        or obligations under this Agreement without the written approval of
        Company.
 
 15.  **Governing
        Law** .
        This
        Agreement shall be subject to and governed by the laws of the State of
        Indiana.
 
 16.  **Counterparts** .
        This
        Agreement may be executed in identical counterparts, each of which shall
        constitute an original of this Agreement. It is herein agreed and acknowledged
        that each party to this Agreement shall bear its or her own costs and attorney
        fees incurred as of the date of this Agreement.
 
 17.  **Time
        for Consideration and Revocation** .
        Company
        and Executive acknowledge and agree that Executive has had at least 21 days
        to
        consider this Agreement, and that she was encouraged by Company to consult
        with
        counsel concerning this Agreement. Upon executing this Agreement, Executive
        shall have seven days following her execution of this Agreement in which
        she may
        revoke this Agreement. This Agreement shall not be enforceable until this
        revocation period has expired. Notice of the revocation of this Agreement
        must
        be in writing and delivered via hand-delivery or overnight express mail
        to:
 
 Richard
        Lavers, Esq.
 Coachmen
        Industries, Inc.
 2831
        Dexter Drive
 P.O.
        Box
        3300
 Elkhart,
        IN 46515
 
 no
        later
        than 10:00 o’clock a.m. on the next business day following the expiration of the
        seven-day period.
 
 18.  **Notice** .
        All
        notices, requests, demands and other communications required or permitted
        under
        this Agreement shall be in writing and shall be deemed to have been duly
        given
        on (a) the date of service if served personally, or (b) on the third day
        after
        mailing to the party to whom notice is to be given by certified or registered
        mail, return receipt requested, and properly addressed as follows:
   
 If
        to
        Company at:
 
 Richard
        Lavers, Esq.
 Coachmen
        Industries, Inc.
 2831
        Dexter Drive
 P.O.
        Box
        3300
 Elkhart,
        IN 46515
   If
        to
        Executive at:
 
 Claire
        C.
        Skinner
   
 Any
        party
        may change its or her address for purposes of this paragraph by giving the
        other
        party written notice of the new address in the manner set forth
        above.
 
 19.  **Advice
        Concerning Attorney, Understanding and Voluntariness** .
        Executive and company both represent and agree that executive has been advised
        by company to seek legal counsel prior to executing this agreement, that
        she has
        sought and received the advice of counsel, that she has carefully read and
        fully
        understands all of the provisions of this agreement, and that she is voluntarily
        entering into this agreement.
 
 Please
        read this agreement carefully. This agreement and general release of all
        claims
        includes a release of all known and unknown claims.
  
 
 In
        witness whereof, this Severance and Early Retirement Agreement and General
        Release of All Claims has been executed the day and year first above
        written.
 
 
  Claire
                C. Skinner
              
              Coachmen
                Industries, Inc./s/
                Claire C. Skinner
              
              /s/
                Richard M. LaversSignature
              
              SignatureClaire
                C. Skinner
              
              Richard
                M. Lavers, Chief Executive OfficerPrinted
                name
              
              Printed
                name and titleDated:
                October 17, 2006
              
              Dated: October
                23, 2006
 
 
 
 
 **WAIVER
        OF TWENTY-ONE DAY PERIOD**
 **FOR
        EVALUATION OF**
 **SEVERANCE
        AND EARLY RETIREMENT AGREEMENT AND**
 **GENERAL
        RELEASE OF ALL CLAIMS**
 
 
 THIS
        WAIVER OF TWENTY-ONE DAY PERIOD FOR EVALUATION OF SEVERANCE AND EARLY RETIREMENT
        AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS (“Waiver”) is made and entered into
        this 17th day of October, 2006, by Claire C. Skinner (“Executive”) as to
        her legal rights regarding Coachmen Industries, Inc. Coachmen Industries,
        Inc.,
        its affiliates and subsidiaries are all hereinafter referred to as
“Coachmen.”
 
 WHEREAS,
        Executive was employed by Coachmen (or by a Coachmen affiliate);
        and,
 
 WHEREAS,
        Executive and Coachmen have reached mutual agreement on the termination of
        Executive’s employment, and on the terms of a Severance and Early Retirement
        Agreement and General Release of All Claims (“Agreement”) which includes a
        release of claims by Executive, and provides for 21 days to consider and
        evaluate the Agreement; and
 
 WHEREAS,
        Executive acknowledges the right to take the 21 days to consider the Agreement,
        but chooses to voluntarily waive this right, as allowed by 29 CFR 1625.22(e)(6),
        to take the full amount of time permitted to evaluate the
        Agreement.
 
 NOW,
        THEREFORE, Executive issues the following waiver of rights:
 
 1.  **Waiver
        of 21-Day Time Period** .
        Executive hereby waives the right to take 21 days to consider the Agreement.
        By
        signing this Waiver, Executive acknowledges that sufficient time has been
        provided to Executive for Executive to seek legal counsel, fully consider
        the
        situation, and provide this knowing and voluntary waiver of Executive’s legal
        right to take 21 days before signing the Agreement.
 
 2.  **Non-reliance
        on Other Statements or Promises** .
        Executive represents and acknowledges that in executing this Waiver, Executive
        does not and has not relied on any representation or statement by Coachmen
        or
        its agents, except the statements which are contained within the Agreement
        between Coachmen and Executive. Executive acknowledges that there has been
        no
        fraud, threat, or misrepresentation as to this Waiver, or otherwise, and
        that
        this is a knowing and voluntary waiver by Executive of the right to take
        21 days
        before signing the Agreement.
  
  Executive
        agrees that executive has been advised by coachmen that executive should
        seek
        legal counsel prior to executing this waiver, that to the extent executive
        desired such counsel, executive has received same, that executive has carefully
        read and fully understands all of the provisions of this waiver, and that
        executive is voluntarily entering into this waiver.
 
 In
        witness whereof, this Waiver has been executed the day and year first above
        written.
 
 
  Claire
                C. Skinner/s/
                Claire C. SkinnerSignatureClaire
                C. SkinnerPrinted nameDated: October
                17, 2006
 
   ATTORNEY’S
        CERTIFICATE OF APPROVAL
 
 
 I, David
        Carr, att orney
        for
        Executive, hereby acknowledge this Waiver.
 
 Dated
        this 17th day
        of October ,
        2006.
 
 
 
 By:
              /s/
                David CarrAttorney
                for ExecutiveDavid
                CarrPrinted
                Name


Exhibit
      10(b)


**2006
        RESTRICTED STOCK AWARD AGREEMENT**
  **THIS
        RESTRICTED STOCK AWARD AGREEMENT** (“Agreement”) is made and entered into
        as of this **______** day of **_______**, **2006**(“Grant Date”), by and between **COACHMEN INDUSTRIES,
        INC.,** an Indiana corporation (the “Company”), and
**____________,** an individual, employee of the Company (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.*  *“Retirement”* means
        the date a Participant terminates Service with the Company upon attaining
        age
        65, or such earlier retirement age as determined by the Committee, in its
        discretion.
  *F.*  *“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.
  *G.*  *“Restricted
        Stock Award” means* the
        grant of restricted Company Stock to Participant subject to the terms of
        this
        Agreement.
  *H.*  *“Restricted
        Share(s)”* means
        a
        Share(s) underlying a Restricted Stock Award before the vesting of such Share.
  *I.*  *“Service”* shall
        mean the performance of services as an employee for the Company (or any parent
        or subsidiary) on a consistent basis for the Company (or any parent or
        subsidiary).
  *J.*  *“Share(s)”
        means* a
        share(s) of common stock of the Company.
  2.  Grant
        of Award .
        The
        Company hereby grants to the Participant **___________**(______) Restricted Shares, subject to the terms and conditions set forth herein.
        The
        Restricted Stock Award will vest as set forth in Section 6.
  3.  Issuance
        of Shares .
        The
        Shares shall be issued in the Participant’s name as soon as reasonably
        practicable after the Lapse Date as provided in Section 6 of this Agreement.
  4.  Rights
        of Participant .
        The
        Participant shall not be entitled to any rights of a shareholder of the Company
        with respect to the Restricted Shares, including the right to vote the Shares
        or
        the right to receive dividends and/or other distributions, if any, declared
        on
        such Shares until the Lapse Date.
  5.  Transfer
        Restrictions .
        Until
        the Lapse Date, the Restricted 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 Restricted 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. Any transfer or purported transfer of Restricted 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 Restricted Shares transferred or
        purportedly transferred.
  6.  Release
        of Restrictions .
        The
        restrictions set forth in Section 5 shall lapse upon the earliest of the
        following (the “Lapse Date”): (i) the second anniversary of the Grant Date,
        provided the Participant has remained in continuous Service with the Company
        from the Grant Date through such second anniversary (the “Vesting Period”); (ii)
        the death of the Participant; (iii) the disability of the Participant; (iv)
        the
        Retirement of the Participant; or (v) 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
        Participant’s Service with the Company is terminated during the Vesting Period
        for any reason other than death, disability or Retirement, unless the Committee,
        in its discretion, determines otherwise; or
  B.  if
        the
        Participant attempts to transfer or transfers the Shares in any manner in
        violation of Section 5; or
  C.  if,
        at
        any time during the Vesting 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
  D.  with
        respect to any Shares that are not vested pursuant to Section 6 of this
        Agreement.
  Any
        Shares forfeited under this Section 7 shall be retained by the Company.
  8.  Termination
        of Service Upon Death, Disability or Retirement .
        If the
        Participant’s Service is terminated during the Vesting Period by reason of the
        Participant’s death, disability or Retirement, the vesting of the outstanding
        Restricted Shares shall be accelerated, the restrictions on the Restricted
        Shares shall lapse, and certificates for the vested Shares shall be issued
        and
        delivered to the Participant or 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, as soon as practicable after such death, disability or Retirement.
  9. 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 Service.
  10.  Change
        in Control .
        Notwithstanding anything in this Agreement to the contrary, if a Change in
        Control occurs during the Vesting Period, the Participant will be presumptively
        and conclusively deemed to have satisfied the conditions of this Restricted
        Stock Award and the Shares granted by the Restricted Stock Award shall vest
        immediately. Certificates for all vested Shares shall be issued and delivered
        to
        the Participant as soon as reasonably practicable after a Change in Control,
        regardless of whether the Participant continues to provide Service to the
        Company or any successor to the Company.
  11.  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.
  12.  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.
  13.  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.
  14.  Governing
        Law .
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of Indiana.
  15.  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.
  16.  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:Title:"Participant"
  
  **Exhibit
          A to 2006 Restricted Stock Award Agreement**
  The
          following number of restricted shares were awarded on September 8, 2006
          to the
          following executive officer of the Registrant pursuant to the Restricted
          Stock
          Award Agreement between the officer and the Registrant:
 
 **Number
          of Restricted**
 **Executive
          Officer’s Name and Title**   **** **Shares
          Awarded**
 Colleen
          A. Zuhl
 Chief
          Financial Officer   1,000