ex10_27 James Wooley Rentention Letter


    


    


    Exhibit
      10.27

    FEATHERLITE,
      INC.

    Highways
      63 and 9

    Cresco,
      Iowa 52136

    


    March
      10,
      2006

    


    James
      S.
      Wooley

    


    420
      Greenridge CT

    Debary,
      FL 32713

    


    Re: Bonus
      Agreement

    


    Dear
      Jim:

    


    As
      you
      know, Featherlite, Inc. (the “Company”) is exploring various business
      combination opportunities. We understand that this news may cause uncertainty
      and that
      any
      uncertainty about one’s employment future is always difficult. The Board of
      Directors wants you to know how important you are to the Company’s future and it
      has directed management to provide additional incentive to continue your
      employment with the Company as we seek business combination opportunities.
      The
      Compensation Committee and the Board of Directors have approved the
      following;

    


    The
      specific terms of this retention offer are as follows:

    


    
      	1.  	
              Stay
                Bonus.
                If
                you continue to serve as President of Featherlite Luxury Coaches
                until the
                earlier of (i) the date any Change of Control (as defined in paragraph
                4
                below) is completed and or until (ii) June 1, 2006 (the “Service
                Requirement”), which ever comes first, you will receive a Stay Bonus of
                $100,000, less applicable
                withholding.

            


    

    


    
      	2.  	
              Payment.
                The Stay Bonus will be payable within five days after the Service
                Requirement is satisfied.

            


    

    


    
      	3.  	
              Termination
                of Employment.
                If
                you are terminated by the Company prior to the satisfaction of the
                Service
                Requirement, other than for Cause, you will receive the Stay Bonus
                within
                five days after such termination. “Cause” is defined as any criminal or
                grossly negligent act that injures the reputation, business or performance
                of the Company; job-related acts of dishonesty, theft or misappropriation
                of property of the Company; or any violation of any confidentiality,
                non-compete or non-solicitation agreements to which you may be
                subject.

            


    

    


    
      	4.  	
              Change
                of Control.
                For purposes of this Agreement, “Change
                of Control” shall mean a merger or consolidation to which the Company is a
                party, an acquisition by the Company involving the issuance of the
                Company’s securities as consideration for the acquired business, or any
                combination of fully closed and completed mergers, consolidations
                or
                acquisitions during any consecutive twenty-four (24) month period,
                if the
                individuals and entities who were shareholders of the Company immediately
                prior to the effective date of such merger, consolidation, or acquisition
                (or prior to the effective date of the first of a combination of
                such
                transactions) have, immediately following the effective date of such
                merger, consolidation or acquisition (or following the effective
                date of
                the last of a combination of such transactions), beneficial ownership
                (as
                defined in Rule 13d-3 under the Securities Exchange Act of 1934)
                of less
                than fifty percent (50%) of the total combined voting power of all
                classes
                of securities issued by the surviving corporation for the election
                of
                directors of the surviving corporation.


            


    

    


    
      	5.  	
              Confidentiality.
                The
                contents of this letter agreement are confidential and may only be
                disclosed to your legal advisers, spouse or significant other and
                your
                supervisor. Any violation of this provision may result in rescission
                of
                this offer.

            


    

    


    
      	6.  	
              Employment
                Status.
                This letter agreement is not an employment agreement and your status
                as an
                employee will not change. 

            


    

    


    
      	7.  	
              Termination.
                This letter agreement shall terminate upon payment of the Stay Bonus
                in
                accordance with paragraphs 1, 2 or 3 or, if earlier, upon the termination
                of your employment for Cause, as defined above, provided that the
                release
                set forth in the following paragraph shall survive any termination
                of this
                agreement.

            


    

    


    Specifically
      in consideration of this letter agreement and the rights to the Stay Bonus
      provided herein, you, for yourself and anyone who has or obtains legal rights
      or
      claims through you, do release, agree not to sue, and forever discharge the
      Company, its subsidiaries and divisions and its and their officers, directors,
      employees, representatives and affiliates, of and from any and all manner of
      claims, demands, actions, causes of action, administrative claims, liability,
      damages, claims for punitive or liquidated damages, claims for attorney’s fees,
      costs and disbursements, individual or class action claims, or demands of any
      kind whatsoever, you have or might have against them or any of them, whether
      known or unknown, in law or equity, contract or tort, arising out of or in
      connection with your employment with the Company, or otherwise, and however
      originating or existing, from the beginning of time through December 31, 2005.
      This release includes, without limiting the generality of the foregoing, any
      claims you may have for wages, bonuses, commissions, penalties, compensation,
      deferred compensation, vacation pay, paid time off, severance pay or benefits
      through December 31, 2005. This release does not apply to claims under the
      terms
      of this letter agreement or vested benefits under the Company’s benefit
      plans.

    


    This
      release does not apply to any bonus or compensation plan for 2006 and beyond.
      Wooley is included in the Featherlite Executive bonus plan approved by the
      Compensation Committee and the Board of Directors for 2006 and beyond as long
      as
      he is Vice President of Featherlite, Inc. and President of Featherlite Luxury
      Coaches.

    


    Sincerely,

     

    
      	 	 	 
	 	FEATHERLITE,
              INC.
	 
 	 
 	 
 
	Date: March
              10, 2006	By:  	/s/ Conrad
              D. Clement
	 	
              

            
	 	President
              and Chief Executive Officer




    
       

    

    I
      have
      read, understand and agree to the terms and conditions of this
      Agreement.

    


    
      	 	 	 
	 	FEATHERLITE
              LUXURY COACHES
	 
 	 
 	 
 
	Date: March
              10, 2006	By:  	/s/ James
              S. Wooley
	 	
              

            
	 	
              President,
                Luxury Coach Divison

              Vice President,
                Featherlite, Inc.