Exhibit 10i to Winnebago Industries, Inc. Form 10-K for fiscal year ended 8-29-2009



EXHIBIT 10i.


AMENDED AND RESTATED

EXECUTIVE CHANGE OF CONTROL AGREEMENT


          This
EXECUTIVE CHANGE OF CONTROL AGREEMENT is made as of December 17, 2008, by and between WINNEBAGO INDUSTRIES, INC., an Iowa
corporation (the “Company”), and Robert
L. Gossett (the “Executive”).


RECITALS:


          WHEREAS, the Executive is a senior executive and
officer of the Company and has made and is
expected to continue to make major contributions to the profitability, growth
and financial strength of the Company;


          WHEREAS, the Company recognizes
that, as is the case for most publicly held companies, the possibility of a Change of Control
(as hereafter defined) exists;


          WHEREAS, it is in the best
interests of the Company, considering the past and future services of the
Executive, to improve the security and climate for objective decision making by
providing for the personal security of the Executive upon a Change of Control.


          WHEREAS, THE Company and the
Executive have previously entered into the Executive Change of Control Agreement dated January 17, 2001.


          NOW,
THEREFORE, in consideration of the foregoing premises and the past and future services rendered
and to be rendered by the Executive to the Company and of the mutual covenants and agreements
hereinafter set forth, the parties agree to amend and restate the Agreement as follows:


AGREEMENT:


          1. Continued Service by Executive. In the
event a person or entity, in order to effect a Change of Control, commences a
tender or exchange offer, circulates a proxy to shareholders or takes other
steps, the
Executive agrees that the Executive will not voluntarily leave the employ of
the Company, and will render faithful services to the Company consistent with Executive’s
position and responsibilities, until the person or entity has abandoned or terminated its efforts to effect such
Change of Control or until such Change of Control has occurred.


          2. Change of Control. For purposes of this
Agreement, the term “Change of Control” means the time when (i) any Person becomes an Acquiring
Person, or (ii) individuals who shall qualify as Continuing Directors of the Company shall have
ceased for any reason to constitute at least a majority of the Board of Directors of the Company; provided however, that in the case of
either clause (i) or (ii) a Change of
Control shall not be deemed to have occurred if the event shall have been
approved prior to the occurrence thereof by a majority of the Continuing
Directors who shall then be members of such Board of Directors, and in the case
of clause (i) a Change of Control shall not be deemed to have occurred upon the
acquisition of stock of the Company by a pension, profit-sharing, stock bonus,
employee stock ownership plan or
other retirement plan intended to be qualified under Section 401 (a) of the
Internal Revenue Code of 1986, as amended, established by the Company or any
subsidiary of the Company. (In addition, stock held by such a plan shall not be treated as outstanding in determining
ownership percentages for purposes of this definition.)






          For
the purpose of the foregoing definition of “Change of Control”, the capitalized
terms shall have the
following meanings:


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 “Continuing
 Director” means (i) any member of the Board of Directors of the Company, while such person as a
 member of the Board, who is not an Affiliate or Associate of any Acquiring Person or of
 any such Acquiring Person’s Affiliate or Associate and was a member of the Board
 prior to the time when such Acquiring Person shall have become an Acquiring Person, and
 (ii) any successor of a Continuing Director, while such successor is a member of the
 Board, who is not an Acquiring Person or any Affiliate or Associate of any Acquiring Person or a representative or
 nominee of an Acquiring Person or of any affiliate
 or associate of such Acquiring Person and is recommended or elected to
 succeed the Continuing Director by a majority of the Continuing
 Directors.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 “Acquiring
 Person” means any Person or any individual or group of Affiliates or Associates of such Person who acquires
 beneficial ownership, directly or indirectly, of 20% or more of the outstanding stock of the Company if such
 acquisition occurs in whole or in part following date of that person’s
 agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 “Affiliate”
 means a Person that directly or indirectly through one or more
 intermediaries, controls, or is controlled by, or is under common
 control with, the person specified.

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 “Associate”
 means (1) any corporate, partnership, limited liability company, entity or organization (other
 than the Company or a majority-owned subsidiary of the Company) of which such a Person
 is an officer, director, member, or partner or is, directly or indirectly the
 beneficial owner of ten percent (10%) or more of the class of equity securities, (2) any
 trust or fund in which such person has a substantial beneficial interest or as to which such
 person serves as trustee or in a similar fiduciary capacity, (3) any relative or spouse of such person, or any
 relative of such spouse, or (4) any investment company for which such person or any Affiliate of such person serves as
 investment advisor.

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 “Person”
 means an individual, corporation, limited liability company, partnership, association, joint stock company, trust,
 unincorporated organization or government or political subdivision thereof.

 



          3. Termination
Following a Change of Control. If a change of Control shall have
occurred while the Executive is still an employee of the Company, and if the
Executive’s employment with the Company
is terminated, within three years following such Change of Control, then the
Executive shall be entitled to the
compensation and benefits provided in Section 4, unless such termination is a
result of: (a) the Executive’s death;
(b) the Executive’s Disability (as defined in Section 3(a) below); (c) the Executive’s Retirement (as defined in Section 3(b)
below); (d) the Executive’s termination by the Company for Cause (as defined in Section 3(c) below); or (e) the
Executive’s decision to terminate employment other than for Good Reason
(as defined in Section 3(d) below).


                    (a)
Disability. If, as a result of
the Executive’s incapacity due to physical or mental illness, the
Executive shall have been absent from his duties with the Company on a
full-time basis for six months and within 30 days after written notice of termination
is thereafter given by the Company the Executive shall not have returned to the full-time
performance of the Executive’s duties, the Company may terminate the Executive for “Disability.”


2






                     (b) Retirement. The term “Retirement” as used in this
Agreement shall mean termination by the
Company or the Executive of the Executive’s employment based on the Executive having attained the age of 65 or such other age
as shall have been fixed in any arrangement established with the Executive’s consent with respect to the
Executive.


                    (c) Cause.
The
Company may terminate the Executive’s employment for Cause. For purposes of this
Agreement only, the Company shall have “Cause” to terminate the Executive’s employment hereunder
only on the basis of (i) fraud, misappropriation or embezzlement on the part of
the Executive;
or (ii) intentional misconduct or gross negligence on the part of the Executive
which has resulted in material
harm to the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless
and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of
not less than three-quarters of the entire
membership of the company’s Board of Directors at a meeting of the Board called
and held for the purpose (after reasonable notice to the Executive and an opportunity
for the Executive, together with the Executive’s
counsel, to be heard before the Board), finding that in the good faith opinion
of the Board the Executive was
guilty of conduct set forth in the second sentence of this Section 3(c) and
specifying the particulars thereof in detail. Nothing herein shall limit the
right of the Executive or his beneficiaries to contest the validity or
propriety of any such determination.


                    (d) Good
Reason. The
Executive may terminate the Executive’s employment for Good Reason at any time
during the term of this Agreement. For purposes of this Agreement “Good Reason” shall mean any
of the following (without the Executive’s express written consent):


	
  

 	
  

 	
  

 
	
  

 	
           (i)
 the assignment to the Executive by the Company of duties inconsistent with
 the Executive’s position, duties, responsibilities and status with the
 Company immediately
 prior to a Change in Control of the Company, or a change in the Executive’s titles or offices as in effect
 immediately prior to a Change in Control of the Company, or any removal of the Executive from or any failure to
 re-elect the Executive to any of such positions, except in connection
 with the termination of his employment for Disability, Retirement or Cause or
 as a result of the Executive’s death or by the Executive other than for good
 Reason;

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
           (ii)
 a reduction by the Company in the Executive’s base salary as in effect on the date hereof or
 as the same may be increased from time to time during the term of this Agreement or
 the Company’s failure to increase (within 12 months of the Executive’s last
 increase in base salary) the Executive’s base salary after a Change in Control of the Company
 in an amount which at least equals, on a percentage basis, the average percentage
 increase in base salary for all officers of the company effected in the preceding 12 months.

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
           (iii)
 any failure by the Company to continue in effect any benefit plan or arrangement (including,
 without limitation, the Company’s 401(K) plan, nonqualified deferred compensation plan, profit
 sharing plan, group life insurance plan, and medical, dental, accident and
 disability plans) in which the Executive is participating at the time of a Change of
 Control (or any other plans providing the Executive with substantially similar benefits)
 (hereinafter referred to as “Benefit Plans”), or the taking of any action by
 the Company which would adversely affect the Executive’s participation in or
 materially reduce the Executive’s benefits under any such Benefit Plan
 or deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of a Change in
 Control of the Company;

 	
  

 


3










	
  

 	
  

 	
  

 
	
  

 	
           (iv)
 any failure by the Company to continue in effect any incentive plan or arrangement
 (including, without limitation, the Company’s Officers Incentive Compensation Plan, Officers Long-Term
 Incentive Plan, bonus and contingent bonus arrangements
 and credits and the right to receive performance awards and similar incentive compensation benefits) in which the
 Executive is participating at the time of a Change of Control (or any other plans or arrangements providing
 him with substantially similar
 benefits) (hereinafter referred to as “Incentive Plans”) or the taking of any action by the Company which would
 adversely affect the Executive’s participation
 in any such Incentive Plan or materially reduce the Executive’s benefits under
 any such Incentive Plan by reducing such benefits, when expressed as a
 percentage of his base salary, by more than 10 percentage points in any
 fiscal year as compared to the immediately preceding fiscal year;

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
           (v)
 any failure by the Company to continue in effect any plan or arrangement to receive
 securities of the Company in which the Executive is participating at the
 time of a Change of Control (or plans or arrangements providing him with
 substantially similar benefits) (hereinafter referred to as “Securities
 Plans”) or the taking of any
 action by the Company which would adversely affect the Executive’s participation in or materially
 reduce the Executive’s benefits under any such Securities Plan;

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
            (vi) a relocation of
 the Company’s principal executive offices to a location outside of Forest
 City, Iowa, or the Executive’s relocation to any place other than the location at which the
 Executive performed the Executive’s duties prior to a Change in Control of
 the Company, except for required travel by the Executive on the Company’s business to
 an extent substantially consistent with the Executive’s business travel
 obligations at the time of a Change in Control of the Company;

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
            (vii) any failure by
 the Company to provide the Executive with the number of paid vacation days
 to which the Executive is entitled at the time of a Change in Control of the
 Company;

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
           (viii)
 any material breach by the Company of any provision of this Agreement;

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
           (ix)
 any failure by the Company to obtain the assumption of this Agreement by any
 successor or assign of the Company; or

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
            (x) any purported
 termination of the Executive’s employment which is not effected pursuant to
 a Notice of Termination satisfying the requirements of Section 3(e) below.

 	
  

 



                    (e)
Notice of Termination. Any
termination by the Company pursuant to Section 3(a), (b) or (c) shall be communicated by a Notice of Termination. For
purposes of this Agreement, a “Notice
of Termination” shall mean a written notice which shall indicate those specific
termination provisions in this
Agreement relied upon and which sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive’s employment under
the provisions so indicated. For purposes of
this Agreement, no such purported termination by the Company shall be
effective without such Notice of Termination.


4






                    (f) Date of
Termination. “Date of Termination” shall mean (a) if this Agreement is terminated by the Company for
Disability, 30 days after Notice of Termination is given to the Executive (provided that the Executive shall
not have returned to the performance of the Executive’s duties on a full-time basis during such 30-day
period) or (b) if the Executive’s employment is terminated by the Company for any other reason, the date on
which a Notice of Termination is given; provided
that if within 30 days after any Notice of Termination is given to
the Executive by the Company the Executive notified the Company that a dispute exists concerning the termination,
the Date of Termination shall be the date the dispute is finally determined,
whether by mutual agreement by the parties or upon final judgment, order
or decree of a court of competent jurisdiction (the time for appeal therefrom
having expired and no appeal having been perfected).


          4. Severance
Compensation upon Termination of Employment. If the Company
shall terminate
the Executive’s employment other than pursuant to Section 5(a), (b) or (c) or
if the Executive shall terminate
his employment for Good Reason, then the Company shall pay to the Executive as
severance pay in a lump sum, in cash, on the fifth day following the Date of
Termination, an amount equal to three (3)
times the average of the aggregate annual compensation paid to the Executive
during the three (3) fiscal years of
the Company immediately preceding the Change of Control by the Company subject
to United States income taxes (or, such fewer number of fiscal years if the
Executive has not been employed by the Company during each of the preceding
three (3) fiscal years).


          5. Excise
Tax-Additional Payment.


                 (a)
Notwithstanding
anything in this Agreement or any written or unwritten policy of the Company to the
contrary, (i) if it shall be determined that any payment or distribution by the
Company to or
for the benefit of the Executive, whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement, any other agreement between the
Company and the Executive or otherwise (a “Payment”), would be subject to the excise tax
imposed by section 4999 of the Internal Revenue Code of 1986, as amended, (the
“Code”) or any interest or penalties with respect to such excise tax (such
excise tax, together with any such interest and penalties, are hereinafter
collectively referred to as the “Excise Tax”), or (ii) if the Executive shall otherwise
become obligated to pay the Excise Tax in respect of a Payment, then the
Company shall pay to the Executive an additional payment (a “Gross-Up Payment”)
in an
amount such that after payment by the Executive of all taxes (including any
interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed
upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal
to the Excise Tax imposed upon such Payment.


                  (b) All determinations and
computations required to be made under this Section 5, including whether a
Gross-Up Payment is required under clause (ii) of paragraph 5(a) above, and the
amount of
any Gross-Up Payment, shall be made by the Company’s regularly engaged
independent certified
public accountants (the “Accounting Firm”). The Company shall cause the
Accounting Firm to provide detailed supporting calculations both to the Company
and the Executive within 15 business days after such determination or computation is
requested by the Executive. Any initial Gross-Up Payment determined pursuant to
this Section 5 shall be paid by
the Company to the Executive within 5 days of the receipt of the
Accounting Firm’s determination. A determination that no Excise Tax is payable
by the Executive
shall not be valid or binding unless accompanied by a written opinion of the
Accounting Firm to the Executive that the Executive has substantial authority not to
report any Excise Tax on his federal income tax return. Any determination by the
Accounting Firm shall be binding upon the Company and the Executive, except to
the extent the Executive becomes obligated to pay an Excise Tax in respect of a
Payment.
In the event that the Company or the subsidiary exhausts or waives its remedies
pursuant to paragraph
5(c) and the Executive thereafter shall become obligated to make a payment of
any Excise Tax,


5






and if the amount thereof
shall exceed the amount, if any, of any Excise Tax computed by the Accounting Firm pursuant to this paragraph 5(b) in respect to
which an initial Gross-Up Payment was made to the Executive, the Accounting Firm shall within 15
days after Notice thereof determine the amount of such excess Excise Tax
and the amount of the additional Gross-Up Payment to the Executive. All
expenses and fees of the Accounting Firm
incurred by reason of this Section 5 shall be paid by the Company.


                  (c) The Executive shall notify the Company
in writing of any claim by the Internal Revenue
Service that, if successful, would require the payment by the Company of a
Gross-Up Payment. Such notification shall be given as soon as
practicable but no later than ten business days after the Executive knows of such claim and shall apprise
the Company of the nature of such claim and the date on which such claim is requested to be paid. The
Executive shall not pay such claim prior to the expiration of the thirty-day period following the date on
which it gives such notice to the Company (or such shorter period ending on the date that any payment of
taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the
expiration of such period that it desires to contest such claim, the
Executive shall:


                  (i) give the Company any information
reasonably requested relating to such claim,


                  (ii) take such action in connection with
contesting such claim as the Company shall reasonably request in writing from
time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney
reasonably selected by the Company,


                  (iii) cooperate with
the Company in good faith in order effectively to contest such claim, and


                  (iv) permit the Company to participate in
any proceedings relating to such claim;


provided, however, that the Company shall bear and pay directly all costs and expenses
(including additional interest and
penalties) incurred in connection with such contest and shall indemnify and
hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax, including interest and penalties
with respect thereto, imposed as a result of such representation and payment of
costs and expenses. Without limitation on the foregoing provisions of this
paragraph 5(c), the Company shall control
all proceedings taken in connection with such contest and, at its sole option,
may pursue or forgo any and all
administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim
and may, at its sole option, either direct the Executive to pay the tax claimed
and sue for a refund or contest the claim in any permissible manner, and the
Executive agrees to prosecute such
contest to a determination before any administrative tribunal, in a court of
initial jurisdiction and in one or
more appellate courts, as the Company or the subsidiary shall determine; provided, however, that if the Company or
the subsidiary directs the Executive to pay such claim and sue for a refund,
the Company or the subsidiary shall advance the amount of such payment to the
Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis,
from any Excise Tax or income tax, including interest or penalties with respect
thereto, imposed with respect to such advance or with respect to any imputed
income with respect to such advance; and
further provided, that any extension of the statue of limitations relating to payment of
taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due
is limited solely to such contested amount. Furthermore, control of the contest by the Company shall be limited to
issues with respect to which a Gross-Up Payment would be payable hereunder and
the Executive shall be entitled to settle or contest, as the case may
be, any other issue raised by the Internal Revenue Service or any other taxing
authority.


6






                    (d)
If, after the receipt by the Executive of an amount advanced by the Company or
the subsidiary
pursuant to paragraph 5(c), the Executive becomes entitled to receive any
refund with respect to such claim, the Executive shall (subject to compliance with the requirements
of Section 5 by the Company or the subsidiary) promptly pay to the Company or the subsidiary
the amount of such refund (together with any interest paid or credited thereon
after taxes applicable thereto). If, after the receipt by the Executive of an
amount advanced by the Company or the subsidiary pursuant to paragraph 5(c), a
determination is made that the Executive shall not be entitled to any refund
with respect to such claim and the Company does not notify the Executive in
writing of its intent to contest such denial of refund prior to the expiration
of thirty days after such determination, then such advance shall be forgiven
and shall not be required to be repaid and the amount of such advance shall off-set, to
the extent thereof, the amount of Gross-Up Payment required to be paid.


                    (e)
Both the Company and the Executive acknowledge that no legal right to receive a
Gross-Up
Payment pursuant to this Section 5 shall exist unless and until such time as an
Excise tax has been assessed. The payment of severance benefits pursuant to Section 4
of this Agreement (or the payment
of any other benefits under this Agreement) does not create a legal right on
behalf of the Executive to receive a
Gross-Up Payment.


          6. No Obligation To Mitigate Damages;
No Effect on Other Contractual Rights.


            (a)
The Executive shall not be required to mitigate damages or the amount of any payment provided for
under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment
provided for under this Agreement be reduced by any compensation earned by the Executive as the
result of employment by another employer after the Date of Termination, or otherwise.


             (b) The provisions of
this Agreement, and any payment provided for hereunder, shall not reduce any amounts
otherwise payable, or in any way diminish the Executive’s existing rights, or
rights which
would accrue solely as a result of the passage of time, under any Benefit Plan,
Incentive Plan or Securities
Plan, employment agreements or other contract, plan or arrangement.


          7. Successor to the Company.


            (a) The Company will require
any successor or assign (whether direct or indirect, by purchase, merger,
consolidation or otherwise) of all or substantially all of the business and/or
assets of the Company, by agreement in form and substance satisfactory to the
Executive, expressly, absolutely and unconditionally to assume and agree to perform
this Agreement in the same manner and to the same extent that the Company
would be required to perform it if no such succession or assignment had taken place. Any failure of the
Company to obtain such agreement prior to the effectiveness of any such succession or assignment
shall be a material breach of this Agreement and shall entitle the Executive to
terminate the Executive’s employment for Good Reason. As used in this
Agreement, “Company” shall mean the Company as hereinbefore defined and any
successor or assign to its business and/or assets as aforesaid which executes
and delivers the agreement provided for in this Section 7 or which otherwise becomes bound by all the terms and provisions
of this Agreement by operation of law.


            (b) This Agreement shall
inure to the benefit of and be enforceable by the Executive’s personal and legal
representatives, executors, administrators, successors, heirs, distributes,
devisees and legatees.
If the Executive should die while any amounts are still payable to him
hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance
with the terms of this Agreement to the Executive’s devisee, legatee, or other
designee or, if there be no such designee, to the Executive’s estate.


7






          8. No Guaranty of
Employment. Nothing
in this Agreement shall be deemed to entitle the Executive to continued
employment with the Company prior to a Change of Control, and the rights of the
Company to terminate the employment
of the Executive, prior to a Change of Control, shall continue as fully
as if this Agreement were not in effect.


          9. Notice. For purposes of this Agreement, notices and all other communications
provided for in the Agreement shall be in writing and shall be deemed to have
been duly given when delivered or mailed
by United States registered mail, return receipt registered, postage prepaid,
as follows:


          If
to the Company:


	
  

 	
  

 
	
  

 	
 Winnebago
 Industries, Inc.

 
	
  

 	
 Attn:
 General Counsel

 
	
  

 	
 605
 W. Crystal Lake Road

 
	
  

 	
 P.O. Box 152

 
	
  

 	
 Forest City, Iowa 50436

 



          If
to the Executive:


	
  

 	
  

 
	
  

 	
 Robert
 L. Gossett

 
	
  

 	
 2713 Campus Lane

 
	
  

 	
 Albert Lea, MN 56007

 



or
such other address as either party may have furnished to the other in writing
in accordance herewith, except
that notices of change of address shall be effective only upon receipt.


          10. Miscellaneous.
No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing signed by the Executive and the Company. No waiver
by either party hereto at any time of any breach by the other party hereto of,
or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either
party which are not set forth expressly in this Agreement. This Agreement shall be governed by and construed in
accordance with the laws of the State of
Iowa.


          11. Validity.
The invalidity or unenforceability of any provisions of this Agreement shall
not affect the validity or
enforceability of any other provision of this Agreement, which shall remain in
full force and effect.


          12. Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of
which together will constitute one and the same instrument.


          13. Legal Fees and Expenses. The Company shall pay all legal fees and expenses which the Executive may incur as a result of the Company’s
contesting the validity, enforceability or the Executive’s interpretation of, or determinations under, this Agreement.


8






          14. Confidentiality. The
Executive shall retain in confidence any and all confidential information known to the Executive concerning the
Company and its business so long as such information is not otherwise
publicly disclosed.


          15. Section 409A. This Agreement is intended to
satisfy the short-term deferral exception to Internal Revenue code Section 409A and the regulations thereunder.
This Agreement shall be administered
accordingly; and if necessary, amended to ensure satisfaction of the short-term
deferral exception.


          IN WITNESS WHEREOF, the parties have
executed this agreement on the date set out above.


	
  

 	
  

 	
  

 
	
  

 	
 COMPANY:

 
	
  

 	
  

 	
  

 
	
  

 	
 WINNEBAGO
 INDUSTRIES, INC.

 
	
  

 	
 By:

 	



	
  

 	
  

 	 

 
	
  

 	
  

 	
 Robert J. Olson

 Chairman of the Board,
 Chief Executive Officer

 And President

 
	
  

 	
  

 	
  

 
	
  

 	
 EXECUTIVE:

 
	
  

 	
 

 
	
  

 	
  

 	 

 
	
  

 	
 Robert L. Gossett

 


9