# EXHIBIT 10(r)

# RESOLUTION OF THE
BOARD OF DIRECTORS OFCOACHMEN INDUSTRIES, INC.REGARDINGNON-MANAGEMENT
DIRECTOR COMPENSATION

RESOLVED, that effective with the
election of the Board of Directors for the 2004-2005 service year to begin in May, 2004,
each Non-Management Director of the Company shall be entitled to the following annual
compensation for his or her services on the Board of Directors of Coachmen Industries,
Inc., as follows:

| | a) | A Board Retainer of twenty-two thousand dollars ($22,000), payable half
          ($11,000) in cash, and half ($11,000) in common stock;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------

| | b) | A Committee Fee for each committee on which the Director serves as a Member, in
          the cash amount of: $5,500 for the Audit Committee and $3,500 for the Management
          Development/Compensation Committee and $3,500 for the Governance Committee;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | A Committee Chairmans Fee, in lieu of (b) above, for each committee on
          which the Director serves as the Chairman, in the cash amount of: $7,500 for the
          Audit Committee and $5,500 for the Management Development/Compensation Committee
          and $5,500 for the Governance Committee; and
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | d) | A grant of one thousand (1,000) shares of restricted common stock.
| | -- | ------------------------------------------------------------------

The above compensation will be
promptly paid once each calendar year immediately following the Annual Shareholders
Meeting.

The value of each element of
compensation in common stock shall be equal to the closing price of the common stock on
the NYSE Composite Transactions Tape, as reported in the Wall Street Journal, Midwest
Edition on the first day of the said directors meeting.

FURTHER RESOLVED, that at least
fifteen (15) days prior to each annual shareholders meeting, each Director may
irrevocably elect in writing to receive any portion of his or her cash compensation
instead as: in unrestricted common stock valued at one hundred ten percent (110%) of the
cash amount elected, plus an amount calculated by the Company necessary to gross up the
Directors income to cover the Directors federal income taxes for that year for
the additional 10% of stock; or, in restricted common stock valued at one hundred forty
percent (140%) of the cash amount elected.

FURTHER RESOLVED, that all stock
delivered hereunder are authorized under the Coachmen Industries, Inc. 2000 Omnibus Stock
Incentive Program (Program), as amended; and, all restricted common stock
shall be deposited with the Company until the completion of two (2) years of service from
the applicable annual shareholders meeting

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and shall be subject to the following
restrictions: (a) deposited stock shall be non-transferable until the completion of that
two (2) year period of service; and, (b) the shares shall be forfeited to the Company
without any payments to the Director in the event of a termination of the Directors
service on the Board prior to the completion of the two (2) year period of service for any
reason other than death, disability or mandatory retirement; except that, in the event of
a Change in Control, as defined in the Program, all such stock shall be delivered to the
Director without any restrictions.

Date of Action:
8/5/2004

Action Taken:
Approved Unanimously