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



EXHIBIT 10s.


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 Randy J. Potts (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 March 21,
2007.


          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.”


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                    (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;

 	
  

 


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             (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.


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                       (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,


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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.


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                    (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.


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          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:

 
	
  

 	
  

 
	
  

 	
  

 	
 Randy
 J. Potts

 
	
  

 	
  

 	
 905
 Spring Valley Road

 
	
  

 	
  

 	
 Forest
 City, IA 50436

 



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.


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          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:

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 

	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Randy J. Potts

 	
  

 


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