Unassociated Document


    
      Exhibit
10(iii)(A)

    

     

     

    EXECUTIVE
EMPLOYMENT AND NON-COMPETITION AGREEMENT

     

    AGREEMENT
made this 6th day of
May, 2009, effective as of January 1, 2009, by and between Lippert Components
Manufacturing, Inc., a Delaware corporation (“LCM”), Kinro Manufacturing, Inc.,
a Delaware corporation (“Kinro,” and together with LCM, the “Corporations”) and
Jason D. Lippert (the “Executive”).

    


    W
I T N E S S E T H:

     

    WHEREAS,
on October 7, 2005, LCM and the Executive entered into an Executive Employment
and Non-Competition Agreement, which was amended on June 26, 2006 and
supplemented on April 17, 2007 and December 17, 2007 (as amended and
supplemented, the “Agreement”); and

    


    WHEREAS,
in addition to his duties as Chairman, President and Chief Executive Officer of
Lippert Components, Inc., (“LCI”), parent of LCM, and all other entities of
which LCI is a direct or indirect parent or partner, excluding Lippert Holding,
Inc., collectively, (the “LCI Entities”), Drew Industries Incorporated (“Drew”),
parent of LCI, desires that the Executive also assume responsibility for the
operation of the business conducted by Kinro, Inc. and all other entities of
which Kinro is a direct or indirect parent or partner, excluding Kinro Holding,
Inc. (collectively, the “Kinro Entities”), and the Executive desires to assume
such additional responsibilities; and

    


    WHEREAS,
the Corporations and Drew do not wish the Executive to compete against the LCI
Entities or the Kinro Entities,

    


    NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein
contained, it is agreed as follows:

    


    1.           Employment.  The
Corporations hereby employ the Executive and the Executive hereby agrees to
serve the LCI Entities and the Kinro Entities, as President and Chief Executive
Officer.  The Executive will perform his duties on behalf of the LCI
Entities and the Kinro Entities at the principal executive offices of LCM in
Goshen, Indiana.  Relocation of LCM’s executive offices shall be
subject to approval of the Board of Directors of Drew, and the Executive shall
at no time be required to change the locale of his residence without his
consent.

    


    2.           Term.  The
term of this Agreement shall be three (3) years commencing January 1, 2009 and
terminating December 31, 2011 (the “Term”).

    


    3.           Duties.  During
the Term, the Executive shall exert his best efforts and, subject to the terms
and provisions hereof, shall devote substantially all of his time, attention,
skills and efforts to the business and affairs of the LCI Entities and the Kinro
Entities and will use his best efforts to promote the interests thereof.
Consistent with the foregoing, the Executive shall not be precluded from giving
appropriate attention to his personal and financial affairs. The Executive shall
act in accordance with the policies of the LCI Entities and the Kinro Entities
as determined from time-to-time by their respective Boards of Directors
consistent with this Agreement, and shall perform such services and duties as
such Boards of Directors may from time-to-time direct consistent with this
Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.           Compensation.  The
Corporations agree to pay the Executive for his services hereunder a salary
(“Base Salary”) of Seven Hundred Thousand ($700,000) Dollars annually during the
Term, payable according to the customary payroll practices of the
Corporations.  Performance of the Executive’s services will be
reviewed annually by the Drew Compensation Committee.

    


    5.           Performance-based Incentive
Compensation.

    5.1           In
addition to the Base Salary, and subject to Sections 5.6 and 5.7 hereof, the
Executive shall be entitled to receive, for each year during the Term,
commencing with the year ending December 31, 2009, performance-based profit
incentive compensation (the “Profit Bonus”) as follows:

    


    5.1.1                      An
amount equal to three and three-quarters (3.75%) percent of the Operating
Profits (as defined herein) of the LCI Entities and the Operating Profits of the
Kinro Entities combined (the “Combined Profits”) in excess of $35,000,000 and up
to $50,000,000; plus

    


    5.1.2                      An
amount equal to four and one-quarter (4.25%) percent of the Combined Profits in
excess of $50,000,000 and up to $65,000,000; plus

    


    5.1.3                      An
amount equal to five (5%) percent of the Combined Profits in excess of
$65,000,000; plus

    


    5.2           Performance-based
industry-comparable incentive compensation (the “Industry Bonus”) consisting of
the following: There will be added to, or subtracted from, the Profit Bonus the
amount of $20,000 for each one (1%) percent that the percentage increase or
decrease in the Combined Profits for any year during the Term, as compared to
the immediately preceding calendar year, exceeds or is less than two and
one-half times (2.5x) the Index of Number of Industry Units Sold (as defined
herein) during such year; provided, however, that (i) for purposes of
calculating the Industry Bonus, the Combined Profits shall be determined without
giving effect to any charge for impairment of goodwill or other intangibles or
the 2008 executive retirement charge, and (ii) the Industry Bonus for any year
during the Term shall not exceed one and one-half (1.5%) percent of the Combined
Profits.

    


    5.3           With
respect to the Profit Bonus and the Industry Bonus, if any, of the LCI Entities
or the Kinro Entities shall acquire additional business operations, or dispose
of existing business operations, the performance goals pursuant to which the
Profit Bonus and the Industry Bonus are paid will be modified, consistent with
the Corporation’s past practices, to give effect to such acquisition or
disposition; plus

    


    
      
        
        

      

      
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    5.4           Subject
to Section 5.6 hereof, performance-based return on assets (“ROA”) incentive
compensation (the “ROA Bonus”) consisting of the following:

    


    For each
year during the Term that the LCI Entities and the Kinro Entities achieve the
combined Return on Assets (as defined herein) indicated, the Executive will
receive the following amounts:

    


    5.4.1                      For
2009, if the ROA is at least 20%, the Executive will receive $125,000, which
amount will increase at the pro-rata rate of $30,000 per one (1%) percent
increase in the ROA in excess of 20%; and

    


    5.4.2                      For
2010, if the ROA is at least 21%, the Executive will receive $155,000, which
amount will increase at the pro-rata rate of $30,000 per one (1%) percent
increase in the ROA in excess of 21%; and

    


    5.4.3                      For
2011, if the ROA is at least 22%, the Executive will receive $185,000, which
amount will increase at the pro-rata rate of $30,000 per one (1%) percent
increase in the ROA in excess of 22%;

    


    5.5           For
purposes of this Agreement:

    


    5.5.1                      The
term “Operating Profits” of the LCI Entities and the Kinro Entities means the
consolidated income of the LCI Entities and the Kinro Entities calculated before
(i) interest expense, (ii) interest or dividend income, (iii) intercompany
administrative fees charged by Drew to any of the LCI Entities or the Kinro
Entities, (iv) taxes based upon income, (v) extraordinary items determined in
accordance with generally accepted accounting principles, (vii) the cumulative
effect of a change in accounting principles, and (vii) expenses related to
litigation involving products manufactured by the Kinro Composites division of
Kinro.

    5.5.2                      The
term “Net Assets” means: (i) total assets, excluding cash, minus (ii) total
liabilities, excluding (a) current and long-term debt, (b) intercompany
balances, (c) income taxes payable or deferred, and (d) accrual for retirement
expense of the former CEO of Kinro, all as reflected on the monthly
Consolidating Balance Sheet of Drew and its subsidiaries; and

    


    5.5.3                      The
term “Combined Net Assets” means the Net Assets of the LCI entities and the Net
Assets of the Kinro Entities combined.

    


    5.5.4                      The
term “Return on Assets” means the Combined Profits divided by the Combined Net
Assets employed by the LCI Entities and the Kinro Entities.

    


    5.5.5                      The
term “Index of Number of Industry Units Sold” means, for any year, the
percentage change from the prior year in the weighted average of (i) the annual
wholesale shipments of travel trailer and fifth wheel travel trailers as
reported by the Recreational Vehicle Industry Association (“RVIA”), (ii) the
annual wholesale shipments of motorhomes as reported by the RVIA, and (iii)
the  annual wholesale production of manufactured homes as reported by
the Institute for Building Technology and Safety.  The annual
shipments or production determined in clauses (i), (ii), and (iii) shall be
weighted based on the relative net sales by the Combined Entities of components
for the products described in clauses (i), (ii) and (iii).

     

    
      
        
        

      

      
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    5.6           If
the LCI Entities or the Kinro Entities record a charge for impairment of
goodwill or other intangibles (“Impairment Charge”) for any year during the
Term, then

    


    5.6.1                      each
of the Profit Bonus and the ROA Bonus for such year will be calculated (i)
without giving effect to the Impairment Charge, and (ii) after giving effect to
the Impairment Charge.  The excess, if any, of the amount calculated
in clause (i) over the amount calculated in clause (ii) is the “Current Year
Impairment Impact,” and

    


    5.6.2                      the
amount of Profit Bonus and ROA Bonus for such year will be determined without
giving effect to any Impairment Charge, there will be deducted from such amount
one-third of the Current Year Impairment Impact, and the balance of two-thirds
of the Current Year Impairment Impact will be carried forward (the “Impairment
Carryforward”); and

    


    5.6.3                      
one-half of the Impairment Carryforward up to the aggregate amount of the Profit
Bonus and ROA Bonus will be deducted from the next Profit Bonus and ROA Bonus
earned by the Executive, and the balance of the Impairment Carryforward will be
deducted from the Profit Bonuses and ROA Bonuses next earned by the Executive
until the Impairment Carryforward is depleted in its entirety.

    


    5.7           Notwithstanding
anything to the contrary contained herein, the following shall apply to payment
of the Profit Bonus, the Industry Bonus and the ROA Bonus (collectively, the
“Total Performance Bonus”):

    


    5.7.1  The
Total Performance Bonus shall be paid from, and applied against, the annual
incentive compensation bonus pools established for the employees of the LCI
Entities and the Kinro Entities; provided, however, that the amount of Total
Performance Bonus earned for any year during the Term which cannot be paid from
the bonus pools for such year shall be paid from the bonus pools established for
the next succeeding year or years.

    


    5.7.2                      For
any year during the Term, the first $900,000 of Total Performance Bonus will be
paid in cash; 50% of the Total Performance Bonus in excess of $900,000 (the
“Excess Bonus”) will be paid in Deferred Stock Units (“DSUs”) of Drew; and 50%
of the Excess Bonus will be paid in cash.  Election by the Executive
to defer receipt of the shares of stock deliverable pursuant to the DSUs must be
for a period of not less than three years from the date the Excess Bonus is
determined, and must be made, on the form annexed hereto as Exhibit A, in
December of each year preceding the year for which the Excess Bonus could be
earned.

     

    
      
        
        

      

      
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    5.7.3                      The
Total Performance Bonus for any year during the Term may not exceed 8% of
Combined Profits.

    


    5.7.4.
All cash payments and grants and issuances of DSUs, shall be made on, or as soon
as practicable after, the date on which the Compensation Committee approves the
determination of the Total Performance Bonus following Drew’s release of its
year-end results of operations, but in no event later than two and one-half
months after the end of Drew’s fiscal year.

    


    5.8           Nothing
in this Agreement, nor any fixing of compensation in the form of Base Salary,
Total Performance Bonus, deferred compensation, securities, or otherwise, shall
prevent the Compensation Committee from granting to the Executive additional
compensation in the form of cash, salary increases, deferred compensation,
securities or otherwise.

    


    6.           Compliance.

    


    6.1           The
Corporations and the Executive intend that the provisions of this Agreement
shall comply in all respects with the requirements of section 409A of the
Internal Revenue Code of 1986, as amended (the “Code).  Accordingly,
notwithstanding anything in this Agreement to the contrary, all elections to
defer, distributions, and all other aspects of this Agreement, shall be made in
compliance with Section 409A of the Code and any regulations or other guidance
thereunder.  To the extent required, this Agreement will be revised
and amended in order to comply with the provisions of Section 409A of the Code,
as amended from time to time, and any regulations or guidance thereunder as
described in Notice 2008-13 or other guidance thereunder.

    


    6.2           In
no event shall the Executive receive any awards which are deemed to be deferred
compensation under the provisions of Section 409A of the Code, unless all
aspects of such awards meet the requirements of Section 409A of the
Code.

    


    6.3           All
compensation, in whatever form, payable pursuant to this Agreement shall be
subject in all respects to the terms, provisions and conditions of the Drew
Industries Incorporated 2002 Equity Award and Incentive Plan, as amended from
time to time.

    


    6.4           Notwithstanding
anything herein to the contrary, if at the time of the Executive’s “Separation
From Service” (as hereinafter defined) the Executive shall be a “specified
employee” (within the meaning of Treasury Regulation 1.409A-1(i)), as determined
in a uniform manner by the Corporation, and the Corporation makes a good faith
determination that an amount payable hereunder constitutes deferred compensation
(within the meaning of Section 409A of the Code), such amount payable to the
Executive shall not be paid or commence until the first business day after six
months following the Executive’s “Separation From Service” (or if earlier upon
his death).  The term “Separation From Service” shall mean the
Executive’s termination of active employment, whether voluntary or involuntary
(other than by death) with the Corporations or any of their affiliated companies
within the meaning of Treasury Regulation 1.409A-1(h).  The
Corporations will determine whether the Executive has terminated active
employment (and incurred a Separation From Service) based upon facts and
circumstances described in Treasury Regulation
1.409A-1(h)(1)(ii).  The Executive shall incur a Separation From
Service if the Corporation and the Executive reasonably anticipate that the
Executive will not perform any additional services after a certain date or that
the level of bona fide services (as an employee or an independent contractor)
will permanently decrease to no more than twenty (20%) percent of the average
level of bona fide services performed over the immediately preceding 36-month
period.  The provisions of this Section 6.4 shall only apply if, and
to the minimum extent, necessary to comply with Section 409A of the Code, to
avoid the Executive’s incurrence of any additional taxes or penalties under
Section 409A.

     

    
      
        
        

      

      
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    7.           Benefits.

    


    7.1           The
Executive and his immediate family shall continue to receive medical coverage at
least equivalent, in nature and extent, to the medical coverage afforded to him
by LCM prior to the date hereof, and such other reasonable benefits which he has
received from LCM prior to the date hereof.

    


    7.2           The
Executive agrees to have an annual comprehensive physical examination at the
expense of the Corporations (to the extent not covered by insurance) by a
physician of his choice.

    


    7.3           The
Executive shall be eligible to participate in any pension, retirement, or
profit-sharing plan adopted by the LCI Entities for the benefit of its
executives.  Each year during the Term, the Executive shall be
entitled to receive $40,000 pursuant to Drew’s supplemental restricted bonus
program, payable in the year earned, that must be used to purchase a tax
deferred annuity and/or cash value life insurance.

    


    7.4           The
Corporations shall maintain, at no cost to the Executive, disability insurance
providing for weekly payments to the Executive, in the event the Executive shall
fail or be unable to perform his obligations hereunder, in the amount of not
less than $120,000 per year. Such payments shall continue for the maximum
available term after the commencement of disability.

    


    7.5           During
the period of employment hereunder, the Corporations, at their expense, will
make available to the Executive one automobile (or an automobile allowance in
accordance with Corporations’ automobile policy), together with gasoline,
customary insurance, maintenance, license fees, and parking, to be used in
connection with the business of the LCI Entities and the Kinro
Entities.

    


    7.6           The
Executive shall be entitled to a vacation in each year during the Term of not
less than three (3) weeks.

    


    7.7           Each
year during the Term, the Corporations will recommend that the Compensation
Committee grant to the Executive options to purchase additional shares of Drew
Common Stock, or other equity awards of equivalent value, subject to the
discretion of the Compensation Committee.

     

    
      
        
        

      

      
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    8.           Expenses.  All
travel and other expenses incident to the rendering of services by the Executive
hereunder in accordance with the travel policies of the LCI Entities and the
Kinro Entities will be paid by the Corporations.  If any such expenses
are paid in the first instance by the Executive, the Corporations will reimburse
him therefore on presentation of expense vouchers.

    


    9.           Termination.

    


    9.1           If,
on account of physical or mental “Disability” (as defined herein) the Executive
shall fail or be unable to fully perform this Agreement for a continuous period
of six (6) months, the Corporation may, at its option, at any time thereafter,
upon thirty (30) days written notice to the Executive, terminate this Agreement,
and this Agreement shall come to an end at the end of said notice period as if
such date were the termination date of this
Agreement.  Notwithstanding the termination of the period of
employment as aforesaid, the Corporations shall (i) pay the Total Performance
Bonus to the Executive proportionately with respect to the period prior to the
date of termination, (ii) for a period of six (6) months, pay to the Executive
the difference between the Base Salary and the amount of disability payments
received by the Executive pursuant to disability insurance provided in
accordance with this Agreement and (iii) deliver, as soon as practicable, the
shares of stock deliverable pursuant to outstanding DSUs awarded to the
Executive.

    


    9.1.1                      “Disability”
shall mean a condition of the Executive whereby he either: (i) is unable to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for  a continuous period of not less
than twelve (12) months, or (ii) is, by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous  period of not less than twelve (12)
months, receiving income replacement benefits for a period of not less than
three (3) months under an accident and health plan covering employees of the
Corporations.  The Corporations will determine whether the Executive
has incurred a Disability based on its own good faith determination and may
require the Executive to submit to reasonable physical and mental examinations
for this purpose.

    


    9.2           In
the event of the death of the Executive during the Term, this Agreement shall
terminate on the date of death. In such case, the Corporations shall continue to
pay to the heir or designee of the Executive (i) the Base Salary, which the
Executive would have been entitled to receive but for such termination, for a
period of six (6) months from the date of death of the Executive, and (ii) the
Total Performance Bonus proportionately with respect to the period prior to the
date of termination; and all shares of stock deliverable pursuant to outstanding
DSUs awarded to the Executive will be delivered, as soon as practicable, to the
heir or designee of the Executive.

    9.3           The
Corporations shall have the right to terminate this Agreement at any time upon
ten (10) days written notice to the Executive in the event that (i) the
Executive has committed a willful material breach of the terms of this Agreement
and such breach shall continue for a period of ten (10) days after notice
specifying the nature of the breach, or (ii) the Executive is convicted of, or
pleads nolo contendre to, any felony or crime involving moral
turpitude.  In such event, this Agreement shall come to an end as of
the end of such notice period as if such date were the termination date of this
Agreement.

     

    
      
        
        

      

      
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    10.           Non-Competition-Corporate
Property-Confidential Information

    


    10.1           During
the Term, and for a period of five (5) years from the date of termination or
expiration of this Agreement (the “Restricted Period”), the Executive will not,
directly or indirectly, undertake or perform services in or for, or render
services to, participate in, or have financial interest in, or engage in, any
business competitive to that of the business of the LCI Entities, the Kinro
Entities or Drew (collectively, the “Affiliated Companies’) or solicit for
employment or employ any employee of the Affiliated Companies.  For
purposes hereof, a business shall be deemed competitive if it is conducted in
any geographic or market area in which any of the Affiliated Companies are
engaged in business during the Restricted Period and involves the development,
design, manufacture, marketing, packaging, sale or distribution of any products
developed, designed, manufactured, sold or distributed, or the offering of any
services offered, by any of the Affiliated Companies, whether on the date hereof
or as of the termination or expiration date of this Agreement including, but not
limited to, products for the manufactured housing (including park and office
models), modular housing, recreational vehicle, and boat and other specialty
utility trailer, industries; and the Executive will be deemed directly or
indirectly to engage in such business if the Executive, or any member of his
immediate family participates in such business, or in any entity engaged in or
which owns such business, as an officer, director, employee, consultant,
partner, individual proprietor, manager or as an investor who has made any
loans, contributed to capital stock or purchased any stock; the Executive will
not, at any time, utilize any tradenames or corporate names used by the
Affiliated Companies, or any derivatives of such names, in any business
competitive to that of the business of the Affiliated Companies, nor any patent,
trademark, tradename, service mark, logo, copyright or similar intellectual
property, whether or not registered, of any of the Affiliated
Companies.  The foregoing, however, shall not be deemed to prevent the
Executive from investing in securities if such class of securities in which the
investment is made is listed on a national securities exchange or is of a
company registered under Section 12(g) of the Securities Act of 1934 and, if the
company in which such investment is made competes with any of the Affiliated
Companies, such investment represents less than one (1%) per cent of the
outstanding securities of such class.

    


    10.2           The
Executive agrees that all products, packaging, inventions, patents, patent
applications, designs, creations, ideas, techniques, methods, or any portions
thereof, or any improvements or modifications thereon, or any know-how or
procedures related thereto, which relate to the business of the Affiliated
Companies, conceived, invented, discovered or executed by the Executive, whether
or not marketed or utilized by the Affiliated Companies, shall be sole and
exclusive property of the Affiliated Companies, without additional compensation
payable thereof; and by these presents the Executive hereby assigns to the
Corporation any and all right, title and interest he has, or may have,
therein.

    


    10.3           The
Executive acknowledges and agrees that during, and as a consequence of
employment with the Corporations, he has learned confidential, proprietary and
trade secret information of and about the Affiliated Companies, and has had
access to and has been involved in the development and utilization of the
Affiliated Companies’ confidential and proprietary business information.
“Confidential Information” means information about the Affiliated Companies in
whatever form disclosed or known to the Executive as a consequence of his
employment by the Corporations which relates to the Affiliated Companies’
business, products, processes, or services that gives them a competitive
advantage in the marketplace, including, but not limited to: (a) any information
that would be considered a trade secret within the meaning of applicable Federal
or state law; (b) information relating to any of the Affiliated Companies’
existing products or services or products or services under development; (c)
information relating to the Affiliated Companies’ business dealings with
customers or suppliers; (d) confidential customer or prospective customer lists;
(e) sales-prices, costs, and profit margins; (f) confidential marketing and
advertising programs; (g) financial information; (h) sales performance and
strategies; (i) human resources strategies; (j) merger and acquisition plans;
and (k) proprietary software or processes utilized by the Affiliated
Companies.  Confidential Information does not include information that
the Executive proves was generally known and readily available to the Affiliated
Companies’ competitors through legitimate means.  The Executive agrees
that he will not, either during the Term or at any time after the termination or
expiration of this Agreement, disclose to anyone (except as authorized by the
Corporations in furtherance of its business), publish, or use in competition
with the Affiliated Companies, any of their Confidential
Information.  The Executive further agrees to abide by all rules or
regulations the Corporations may implement from time to time to further protect
their Confidential Information.

     

    
      
        
        

      

      
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    11.           Notices.

    11.1           All
notices and other communications hereunder shall be in writing and shall be
given (and shall be deemed to have been duly given upon receipt) by delivery in
person, telegram, facsimile or other standard form of telecommunication, or by
registered or certified post-paid mail, return receipt requested, and addressed
as follows, or to such other address as any party may notify the other in
accordance with the provisions hereof:

     

    


    
      	
               
      

            	
              To
      the Corporations:

            	
              c/o
      Lippert Components, Inc.

            


    

    
      	
               
      

            	
              2703
      College Avenue

            


    

    
      	
               
      

            	
              Goshen,
      Indiana46526

            


    

    
      	
               
      

            	
              Attention:  Chief
      Financial Officer

            


    

    
      	
               
      

            	
              Telephone:  (574)
      535-1125

            


    

    
      	
               
      

            	
              Telecopy:  (574)
      535-2091

            


    

    


    
      	
               
      

            	
              -copy
      to-

            	 


    

    


    
      	
               
      

            	
              Drew
      Industries Incorporated

            


    

    
      	
               
      

            	
              200
      Mamaroneck Avenue

            


    

    
      	
               
      

            	
              White
      Plains, New York 10601

            


    

    
      	
               
      

            	
              Attention:
      President and CEO

            


    

    
      	
                     
      Telephone:  (914) 428-9098

            	
               

            


    

    
      	
               
      

            	
              Telecopy:  (914)
      428-4581

            


    

    


    
      	
               
      

            	
              To
      the Executive:

            	
              Jason
      D. Lippert

            


    

    


    
      
        
        

      

      
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    12.           Additional
Provisions.

    


    12.1           This
Agreement constitutes the entire Agreement between the parties, and there are no
terms other than those contained herein. No variation hereof shall be deemed
valid unless in writing and signed by the parties hereto, and no discharge of
the terms hereof shall be deemed valid unless by full performance by the parties
hereto, or by a writing signed by the parties hereto.

    


    12.2           This
Agreement shall inure to the benefit of and be binding upon the Corporations,
their successors and assigns, and the Executive, his heirs, executors,
administrators and legal representatives.

    


    12.3           This
Agreement shall not be terminated, voluntarily or involuntarily, by the
liquidation or dissolution of the Corporations or by the merger or consolidation
of the Corporations with or into another corporation.

    


    12.4           Whenever
possible, each provision of this Agreement will be interpreted in such manner as
to be effective and valid under applicable law.  If any provision of
this Agreement is held to be invalid, illegal or unenforceable in any respect
under any applicable law or rule in any jurisdiction, such invalidity,
illegality or unenforceability will not affect any other provision, or any other
jurisdiction, but this Agreement will be reformed, construed and enforced in
such jurisdiction as if such invalid, illegal or unenforceable provisions had
never been contained herein.

    


    12.5           This
Agreement shall be governed by the internal laws of the State of Indiana without
giving effect to principles of conflicts of law.  Each party hereto
hereby irrevocably submits to the exclusive jurisdiction of the United States
District Court located in Indianapolis, Indiana over any suit, action or
proceeding arising out of or relating to this Agreement.  Each party
hereby irrevocably waives to the fullest extent permitted by law, (i) the right
to a trial by jury; (ii) any objection that they may now or hereafter have to
the venue of any such suit, action or proceeding brought in any such court; or
(iii) any claim that any such suit, action or proceeding has been brought in an
inconvenient forum. Final judgement in any suit, action or proceeding brought in
any such court shall be conclusive and binding upon each party duly served with
process therein and may be enforced in the courts of the jurisdiction of which
either party or any of their property is subject, by a suit upon such
judgment.

    


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

     

    
      
        
        

      

      
        - 10
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    12.7           In
the event of any proceeding involving a claim or dispute arising under this
Agreement, the prevailing party (by motion, on the merits, or otherwise) shall
be entitled to recover, in addition to any remedy awarded in such proceeding,
all costs and expenses, including actual attorneys fees, incurred by the
prevailing party in such proceeding.

    


    12.8           The
headings of this Agreement are for the convenience of reference only and shall
not affect in any manner any of the terms and conditions hereof.

    


    (Signature
Page Follows)

    


    
      
        
        

      

      
        - 11
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    IN
WITNESS. WHEREOF,
the Corporations have caused these presents to be signed by their duly
authorized officers, and the Executive has hereunto set his hand the day and
year first above written.

     

    
      
        	 	
                LIPPERT
      COMPONENTS MANUFACTURING, INC.

              	 
	 	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	         	 
	 	 	 	 
	 	KINRO
      MANUFACTURING, INC 	 
	 	 	 	 
	 	 	 	 
	 	By: 	       
      	 
	 	 	 	 
	 	 	 	 
	 	           
      	 
	 	

                Jason
      D. Lippert 

              	 


      

    

     

    
      
        
        

      

      
        - 12
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      Attachment
A

    

     

    DREW INDUSTRIES
INCORPORATED

     

    2002
EQUITY AWARD AND INCENTIVE PLAN

    DEFERRAL
ELECTION FORM AND AGREEMENT FOR 2009

     

    This
Deferral Election Form and Agreement (this “Form”) is furnished pursuant to, and
is subject in all respects to, the Drew Industries Incorporated 2002 Equity
Award and Incentive Plan, as amended and restated (the “Plan”).  All
terms, provisions, conditions, limitations and restrictions contained in the
Plan are incorporated herein by reference as if fully set forth herein.
Capitalized terms used but not defined in this Form shall have the meanings
ascribed to them in the Plan.

     

    The
undersigned employee (“Executive” or “I”) of Lippert Components Manufacturing,
Inc. (“LCMI”), has entered into an Executive Employment and Non-Competition
Agreement with LCMI dated May 6, 2009, effective as of January 1, 2009 (the
“Contract”).  LCMI is a wholly-owed subsidiary of Drew Industries
Incorporated (the “Company”).  Pursuant to the terms of Section 5 of
the Contract, for each year during the term of the Contract commencing with the
year ending December 31, 2009, I will be entitled to receive a performance-based
compensation bonus if certain performance goals set forth in the Contract are
achieved by the Company (the “Total Performance Bonus”).  Section
5.7.2 of the Contract provides that if my Total Performance Bonus for any year
exceeds $900,000, fifty (50%) percent of the Total Performance Bonus in excess
of $900,000 (the “Deferred Excess Bonus”) will be payable in Deferred Stock of
the Company pursuant to the Plan; the receipt of which must be deferred for a
period of not less than three years.

     

    I
acknowledge that this Form constitutes an agreement between the Company and
Executive for the deferral of my Deferred Excess Bonus for 2009 in the event
such bonus is earned for services performed by me in 2009.

     

    
      
        
        

      

      
        - 13
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    Definitions

     

    
      	
               
      

            	
              9.1

            	
              “Beneficiary”
      or “Beneficiaries” means those individuals or entities designated by the
      Executive herein to receive the Deferral Account 2009 in the event of the
      Executive’s death; provided, however, that, if no such individual or
      entity is designated or if all the designated Beneficiaries pre-decease
      the Executive, Beneficiary shall mean the Executive’s
    estate.

            


    

     

    
      	
               
      

            	
              9.2

            	
              “Code”
      means the Internal Revenue Code of 1986, as
  amended

            


    

     

    
      	
               
      

            	
              9.3

            	
              Confidential
      Information” includes, but is not limited to, production methods;
      manufacturing methods, arrangements or processes; sales methods or
      arrangements; customer lists; information relating to pricing; information
      relating to suppliers; technical data; know-how; trade secrets; and other
      information, whether or not any of the foregoing is commonly regarded as
      proprietary information.

            


    

     

    
      	
               
      

            	
              9.4

            	
              “Deferral
      Account 2009” means the Company’s account of the Executive’s Deferred
      Excess Bonus for 2009 together with any dividends or other distributions
      accrued or received with respect to the Stock Units credited to the
      Executive’s Deferral Account 2009.

            


    

     

    
      	
               
      

            	
              9.5

            	
              “Deferral
      Period 2009” means the period commencing on the date the Executive is
      awarded Deferred Stock attributed to any Deferred Excess Bonus earned for
      services performed by him in 2009 and ending on the first to occur of (i)
      thirty (30) days after the Executive’s death, (ii) thirty (30) days after
      the Executive’s Disability, and (iii) January 15, (insert a year (2013 or later)
      and place your initials next to such
      number)______________.

            


    

     

    
      	
               
      

            	
              9.6

            	
              “Disability”
      means any medically determinable physical or mental impairment resulting
      in the Executive’s inability to perform the duties of his position or any
      substantially similar position where such impairment can be expected to
      result in death or which can be expected to last for a continuous period
      of not less than 12 months.

            


    

     

    
      	
               
      

            	
              9.7

            	
              “Deferred
      Excess Bonus” means that portion of the Executive’s performance-based
      compensation which he may earn pursuant to the Contract for services
      performed during 2009 which is payable in Stock Units and which must be
      deferred for not less than three (3) years (unless payable earlier in the
      event of his death or Disability).

            


    

     

    
      	
               
      

            	
              9.8

            	
              “Detrimental
      Activity” means (i) the rendering of services for any organization or
      engaging, directly or indirectly, in any business which is competitive
      with the business of the Company; (ii) the disclosure to any person or
      entity outside the Company, or use in other than the Company’s business,
      without prior written authorization from the Company, of any Confidential
      Information or material relating to the business of the Company; (iii)
      activity that results in termination of the Executive’s services as an
      employee of the Company for Cause; or (iv) any other conduct or act
      reasonably determined by the Company to be injurious, detrimental or
      prejudicial to any interest of the Company.  “Cause” means
      willful material breach of the terms of the Contract, willful misconduct
      or gross negligence which has an adverse effect, financial or otherwise,
      on the Company or any of its subsidiaries; dishonesty, embezzlement,
      fraud, accepting bribery or kickbacks or similar acts involving the
      Company or any of its subsidiaries, or in connection with employment by
      the Company or any of its subsidiaries; conviction of, or a plea of guilty
      or nolo contendre to, a felony or any crime involving moral turpitude; or
      habitual absenteeism as a result of substance
  abuse.

            


    

     

    
      
        
        

      

      
        - 14
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              9.9

            	
              “Guidance”
      means Section 409A of the Code and any regulations and other applicable
      guidance thereunder issued by the Treasury Department or the Internal
      Revenue Service, issued from time to
time.

            


    

     

    
      	
               
      

            	
              9.10

            	
              “Stock
      Unit” means a bookkeeping unit representing one share of Common Stock
      credited to the Executive’s Deferral Account
  2009.

            


    

     

    
      	
              10.

            	
              Form of
      Distribution.  I understand that the form of distribution
      of such Deferred Excess Bonus shall be in shares of the Company’s Common
      Stock, par value $0.01 per share (the “Common Stock”) upon my eligibility
      for such distribution based upon the conditions set forth in this Form and
      in the Plan.  I hereby agree to the following form of
      distribution:

            


    

     

    
      	
               
      

            	
              10.1

            	
              Payment
      of the entire Deferred Account 2009 shall be paid to me in shares of
      Common Stock.  I understand that my Deferral Account 2009 will
      be credited, on the date my Deferred Excess Bonus has been determined by
      the Company, with Stock Units calculated in accordance with Section
      2.2.  In the event of a change in the number of shares of Common
      Stock outstanding through a declaration of a stock dividend, stock split
      or otherwise, the amount of Stock Units will be adjusted accordingly in
      the manner provided in the Plan.

            


    

     

    
      	
               
      

            	
              10.2

            	
              The
      number of Stock Units to be credited to the Deferral Account 2009 shall be
      determined by dividing (1) the Deferred Excess Bonus by (2) the Fair
      Market Value of a share of Common Stock as of the date of
      crediting.

            


    

     

    
      	
               
      

            	
              10.3

            	
              In
      the event that the Company pays any cash or other dividend or makes any
      other distribution in respect of the Common Stock, each Stock Unit
      credited to the Deferral Account 2009 shall be credited with an additional
      number of Stock Units determined by dividing (1) the amount of cash, or
      the value (as determined by the Committee) of any securities or other
      property paid or distributed in respect of one outstanding share of Common
      Stock by (2) the Fair Market Value of a share of Common Stock as of the
      date of such payment or distribution.  Such credit shall be made
      effective as of the date of the dividend or other distribution in respect
      of the Common Stock.

            


    

     

    
      
        
        

      

      
        - 15
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              10.4

            	
              Crediting
      of Stock Units to the Executive’s Deferral Account 2009 and maintenance of
      the Deferral Account 2009 by the Company shall not confer on the Executive
      any rights as a stockholder of the
Company.

            


    

     

    
      	
               
      

            	
              10.5

            	
              The
      Company shall distribute the Deferral Account 2009 only to the Executive
      or Beneficiary designated herein.  Neither the Executive nor the
      Beneficiary shall have any right to anticipate, alienate, sell, transfer,
      assign, pledge, encumber or change the Deferral Account 2009 to which the
      Executive may become entitled hereunder.  The Deferral Account
      2009 shall not be subject to attachment, execution by levy, garnishment,
      or other legal or equitable process for the Executive’s or Beneficiary’s
      debts or other obligations.

            


    

     

    
      	
               
      

            	
              10.6

            	
              By
      March 31 of each year, the Company shall furnish to the Executive a
      statement setting forth the number of Stock Units in the Deferral Account
      2009.

            


    

     

    
      	
               
      

            	
              10.7

            	
              Any
      partial Stock Unit in the Executive’s Deferral Account 2009 shall be
      rounded up to a whole Stock Unit when the Deferral Account 2009 is
      distributed.

            


    

     

    
      	
              11.

            	
              Manner of
      Distribution.  Distribution of the Executive Deferral
      Account 2009 shall be made in shares of Common Stock.  By initialing Section 3.1 or
      Section 3.2 below, I hereby elect the
  following:

            


    

     

    
      	
               
      

            	
              11.1

            	
              ___  The
      Deferral Account 2009, will be delivered to me in a lump sum at the end of
      the Deferral Period 2009.

            


    

     

    
      	
               
      

            	
              11.2

            	
              ___  The
      Deferral Account 2009, will be delivered to me in five approximately equal
      annual installments (with the amount of each installment computed by
      valuing the Deferral Account 2009 at the end of the business day prior to
      the required payment date and by then dividing such value by the number of
      remaining installments), commencing at the end of the Deferral Period 2009
      and on each of the four subsequent anniversaries of such date; provided,
      however, that in the event that the end of the Deferral Period 2009 occurs
      due to my death or Disability, then upon the earlier of such death or
      Disability, the entire payments shall be made on the 30th
      day after the earlier of such death or Disability; and provided further,
      however, that in the event that the end of the Deferral Period 2009 occurs
      other than due to my death or Disability, then upon the earlier of my
      subsequent death or Disability, all remaining payments shall be made on
      the 30th
      day after such death or Disability.

            


    

     

    
      
        
        

      

      
        - 16
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              11.3

            	
              It
      is my understanding that the election as to time and method of
      distribution set forth in Sections 3.1 and 3.2 may only be changed by
      completing and delivering to the Company a Deferral Election Form bearing
      a date subsequent to the date of this Form; provided, however, that (i)
      such change may not take effect until at least 12 months after the date on
      which such election is made, (ii) in the case of payments to be
      distributed on events other than death or Disability, the first payment
      with respect to which such election is made must be deferred for a period
      of not less than five years from the date such payment would otherwise
      have been made, (iii) any election related to a payment to be made at a
      specified time or pursuant to a fixed schedule may not be made less than
      12 months prior to the date of the first scheduled
  payment.

            


    

     

    
      	
               
      

            	
              11.4

            	
              In
      the event that I should die before the entire Deferral Account 2009 has
      been distributed to me, I designate the following Beneficiary or
      Beneficiaries to receive the remainder of such Deferral Account 2009 in
      the amounts designated.  I understand that in the event any
      other Beneficiary or Beneficiaries were previously designated by me for
      any Deferral Account for any other year, this Section will revoke such
      designation.  I reserve the right to change my Beneficiary by
      completing and filing a new designation of beneficiary Form with the
      Company.

            


    

     

    
      
        	
                NAME:

              	  
      


      

      
        	
                ADDRESS:

              	  
      


      

      
        	  
      
	
                SOCIAL
      SECURITY NUMBER:

              	  
      


      

      
        	
                PERCENT
      OF DEFERRAL ACCOUNT 

              	  
      


      

      
         

        
          
            	
                    NAME:

                  	  
      


          

          
            	
                    ADDRESS:

                  	  
      


          

          
            	  
      
	
                    SOCIAL
      SECURITY NUMBER:

                  	  
      


          

          
            	
                    PERCENT
      OF DEFERRAL ACCOUNT 

                  	  
      


          

           

        

      

    

    
      
        
          	
                  NAME:

                	  
      


        

        
          	
                  ADDRESS:

                	  
      


        

        
          	  
      
	
                  SOCIAL
      SECURITY NUMBER:

                	  
      


        

        
          	
                  PERCENT
      OF DEFERRAL ACCOUNT 

                	  
      


        

         

        
          
            
            

          

          
            - 17
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              12.

            	
              Termination for Cause;
      Forfeiture; Rescission  Notwithstanding any provision of
      this Form to the contrary, the Executive understands that the Company
      shall not pay any of the Deferral Account 2009 if he has engaged in any
      Detrimental Activity.  At such time as any portion of the
      Deferral Account 2009 is to be delivered to the Executive, he may be
      required to certify in a manner acceptable to the Company that he is in
      compliance with the terms and conditions of this Form, the Contract, the
      Plan, and any other agreement between the Executive and the Company, and
      that the Executive is not engaged in any Detrimental
      Activity.  In the event the Executive fails to comply with the
      provisions of this Form, the Contract, the Plan, or any other agreement
      with the Company, or engages in any Detrimental Activity, at any time
      prior to or during the six months after the entire Deferred Account 2009
      has been paid to him, such entire payment may be rescinded by the Company
      within one (1) year after the Company becomes aware of such failure of
      compliance or Detrimental Activity, and the Company shall notify the
      Executive in writing of any such rescission within such one-year
      period.  Within ten (10) days after receiving such notice of
      rescission, the Executive shall pay to the Company the entire amount of
      the Deferral Account 2009 previously paid to him, in such manner and on
      such terms and conditions as may be required by the Company, including,
      without limitation, payment in cash or by returning to the Company the
      number of shares of Common Stock that the Executive received upon payment
      to him of all or a portion of the Deferral Account
  2009.

            


    

     

    
      	
              13.

            	
              Change of
      Control.  In the event of a Change of Control of the
      Company, my entire Deferral Account 2009 shall be paid in cash, rather
      than in shares of Common Stock, to me or, in the event of my death prior
      to payment, to the Beneficiary.  The cash amount paid for each
      whole or partial Stock Unit shall be the Change of Control
      Price.  Notwithstanding the provisions of Sections 3.1 and 3.2
      of this Form, such payments shall be made on the 70th
      day following the Change of
Control.

            


    

     

    
      	
              14.

            	
              Unfunded
      Deferrals. Amounts payable under this Form shall be satisfied
      solely out of the general assets of the Company subject to the claims of
      the Company’s creditors.  The Deferral Account 2009 represents
      at all times an unfunded and unsecured contractual obligation of the
      Company and the Executive or the Beneficiary shall be an unsecured
      creditor of the Company.  Neither the Executive nor the
      Beneficiary or any other person shall have any interest in any fund or in
      any specific asset of the Company by reason of any Deferral or other
      amounts credited to the Executive hereunder, nor shall the Executive or
      the Beneficiary or any other person have any right to receive any
      distribution hereunder except as, and to the extent, expressly provided
      herein.  The Company shall not segregate any funds or assets or
      issue any notes or security for the payment of the Deferral Account
      2009.

            


    

     

    
      
        
        

      

      
        - 18
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              15.

            	
              Securities Law
      Restrictions.  The Committee may require that the
      Executive agree in writing that the Executive is acquiring the Common
      Stock for investment and not with a view to the distribution
      thereof.  All certificates for shares of Common Stock delivered
      hereunder shall be subject to such stock transfer orders and other
      restrictions as the Committee may deem advisable under the rules,
      regulations, and other requirements of the Securities and Exchange
      Commission or any exchange upon which the Common Stock is then listed, and
      any applicable federal or state securities law, and the Committee may
      cause a legend to be put on any such certificates to make appropriate
      reference to such restrictions.  No shares of Common Stock shall
      be issued hereunder unless the Company shall have determined that such
      issuance is in compliance with, or pursuant to an exemption from, all
      applicable federal and state securities
law.

            


    

     

    
      	
              16.

            	
              Applicable
      Law.  Except as to matters of federal law, this Agreement
      and all actions taken hereunder shall be governed by and construed in
      accordance with the laws of the State of Delaware without giving effect to
      principles of conflicts of law.

            


    

     

    


    
      	
              17.

            	
              Withholding.  Distributions from
      the Deferral Account 2009 are subject to amounts required to be withheld
      by the Company pursuant to any governmental law or regulation with respect
      to taxes.

            


    

     

    


    
      	
              18.

            	
              Amendment and
      Compliance with Code Section 409A and Fair
      Construction.  Notwithstanding anything in the Plan or
      this Form to the contrary, the Company, the Executive and the Committee
      intend that all provisions of the Plan and this Form, in form and in
      operation, including but not limited to, the definitions of terms,
      elections to defer, and distributions, shall be made in accordance with
      and shall comply with Section 409A of the Code, and all other present and
      future Guidance.  The Company will amend the terms of the Plan
      or this Form retroactively if necessary, to the extent required to comply
      with Section 409A of the Code and any Guidance.  No provision of
      the Plan or this Form shall be followed to the extent that following such
      provision would result in a violation of Section 409A of the Code or the
      Guidance, and no election made by the Executive hereunder, and no change
      made by the Executive to a previous election, shall be accepted by the
      Company if it determines that acceptance of such election or change could
      violate any of the requirements of Section 409A of the Code or the
      Guidance.  The Plan and this Form shall be interpreted in a
      manner which is consistent with Section 409A of the Code, and the
      Guidance.  However, as required under Treasury Regulation
      § 1.409A-1(c)(1), the “interpretation” of the Plan and this Form does
      not permit the deletion of material terms which are expressly contrary to
      Section 409A of the Code and the regulations thereunder and also does not
      permit the addition of missing terms necessary to comply
      therewith.  Such deletions or additions may be accomplished only
      by means of an amendment to the Plan or this Form.  The Company,
      to minimize or avoid any sanction or damages to the Executive or
      Beneficiary, to itself, to the Committee or to any other person resulting
      from a violation of Section 409A of the Code under the Plan, may undertake
      correction of any violation or participate in any available correction
      program, as described in Notice 2008-113 or other
  Guidance.

            


    

    
      
        
        

      

      
        - 19
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          	DATED: 	           
      	 	 	 	 
	 	
                	 	 	
                	 
	SIGNED: 	         	 	 	
                   

                	 
	 	Jason D. Lippert,
      Executive	 	 	
                	 


        

      

       

    

    ACKNOWLEDGEMENT

     

    The
foregoing Deferral Election Form and Agreement was received and accepted by the
Company on ______________.

     

    
      
        	 	DREW INDUSTRIES
      INCORPORATED	 
	 	 	 	 
	 	 	 	 
	
              	
                By:
      

              	         	 


      

    

     

    
      
        
        

      

      
        - 20
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