Exhibit 10i to WINNEBAGO INDUSTRIES, INC. Form 10-Q dated 02-28-2004













Exhibit 10i  














OFFICERS LONG-TERM INCENTIVE PLAN  



FISCAL THREE-YEAR PERIOD  



2002, 2003 and 2004  

























WINNEBAGO INDUSTRIES, INC.

OFFICERS LONG-TERM INCENTIVE PLAN

Fiscal Three-Year Period 2002, 2003 and 2004 



	1.  	  	Purpose.   The
purpose of the Winnebago Industries, Inc. Officers Long-Term Incentive Plan (the
“Plan”) is to promote the long-term growth and profitability of
Winnebago Industries, Inc. (the “Company”) by providing its officers
with an incentive to achieve long-term corporate profit objectives and to
attract and retain officers who will contribute to the achievement of growth and
profitability of the Company.  






	2.  	  	Administration.     




	  	a.  	  	Human Resources Committee.   The
Plan shall be administered by a Committee (the “Committee”) appointed
by the Board of Directors.  






	  	b.  	  	Powers and Duties.   The
Committee shall have sole discretion and authority to make any and all
determinations necessary or advisable for administration of the Plan and may
amend or revoke any rule or regulation so established for the proper
administration of the Plan. All interpretations, decisions, or determinations
made by the Committee pursuant to the Plan shall be final and conclusive.
 






	  	c.  	  	Annual Approval.   The Committee must approve the Plan prior to the beginning of each new fiscal
three (3) year plan period. Each year a new plan will be established for a new three-year
period.  






	3.  	  	Participation Eligibility.  




	  	a.  	  	Participants
must be an officer of the Company with responsibilities that can have a real
impact on the Corporation’s end results. 






	  	b.  	  	The Committee
will approve all initial participation prior to the beginning of each new
program except as provided for in section c. below. 






	  	c.  	  	The President of
Winnebago Industries, Inc. will make the determination on participation for new
participants, for partial awards due to retirement or disability and other
related partial year participation issues necessary to maintain routine and
equitable administration of the Plan. 






	4.  	  	Nature
of the Plan.   The long-term incentive award is based
upon financial performance of the Corporation as established by the three (3)
year Management Plan. The Plan is a three (3) year (fiscal) program that
provides for an opportunity for an incentive award based on the achievement of
long-term performance results as measured at the end of the three (3) year
fiscal period.  






	  	The financial
performance measurements for this Plan will be earnings per share and return on
equity of the Company for this period. These financial performance measurements
will provide an appropriate balance between quality and quantity of earnings.
The Company’s formal three-year financial plan will be the basis on which
actual performance will be measured. The beginning of the fiscal year
stockholders’ equity at the first year of this period will be used as the
base figure for the calculation of return on equity. Any stock repurchase
program, adopted or completed outside of the three (3) year Management Plan will
not be considered in the earnings per share and the return on equity
calculations. 

















	5.  	  	Method of Payment.   The long-term incentive award will be paid in cash. The amount of the
participants’ long-term incentive award for the three (3) year fiscal period shall
be in direct proportion to the financial performance expressed as a percentage (Financial
Factor) against predetermined award targets for each participant. The results for the
fiscal three (3) year period will be used in identifying the Financial Factor to be used
for that plan period when calculating the participants long-term incentive awards.  






	  	The long-term
incentive for the officers provides for an opportunity of 25% of the annualized
base salary (Target) to be awarded in cash at 100% achievement of the financial
long-term objectives of earnings per share and return on equity. The annualized
base salary figure used shall be the salary in place for each participant as of
January 2002. A unit target opportunity shall be established by dividing the
base salary target by the mean stock price as of the first business day of the
three (3) year fiscal period. The resultant unit opportunity (at 100% of Plan)
will be adjusted up or down as determined by first, the actual financial
performance expressed as a percentage (Financial Factor) and second, the
resulting units will be valued at the mean stock price at the end of the three
(3) year fiscal period. 






	  	A participant
must be employed by Winnebago Industries, Inc. at the end of the fiscal three
(3) year period to be eligible for any long-term incentive award except as
waived by the President of Winnebago Industries, Inc. for normal retirement and
disability. 






	6.  	  	Change
in Control.   In the event the Company undergoes a change
in control during the fiscal three (3) year plan period including, without
limitation, an acquisition or merger involving the Corporation (“Change in
Control”), the Committee shall, prior to the effective date of the Change
in Control (the “Effective Date”), make a good faith estimate with
respect to the achievement of the financial performance through the end of the
Plan three (3) year period. In making such estimate, the Committee may compare
the achievement of the financial performance against the forecast through the
Plan three (3) year period and may consider such other factors as it deems
appropriate. The Committee shall exclude from any such estimate any and all
costs and expenses arising out of or in connection with the Change in Control.
Based on such estimate, the Committee shall make a full three (3) year Plan
award within 15 days after the Effective date to all participants.  






	  	“Change in
Control” for the purposes of the Officers Long-Term Incentive Plan
shall mean 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
definition “Change of Control:” 



	  	(a)  	  	“Continuing
Director” means (i) any member of the Board of Directors of the Company,
while such person is 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, except that the term “Acquiring
Person” shall not include a Hanson Family Member or an Affiliate or
Associate of a Hanson Family Member. 






	  	(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)  	  	“Hanson
Family Member” means John K. Hanson and Luise V. Hanson (and the
executors or administrators of their estates), their lineal descendants (and the
executors or administrators of their estates), the spouses of their lineal
descendants (and the executors or administrators of their estates) and the
John K. and Luise V. Hanson Foundation. 






	  	(f)  	  	“Company”
means Winnebago Industries, Inc., an Iowa corporation. 






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






	7.  	  	Governing Law.   Except
to the extent preempted by federal law, the consideration and operation of the
Plan shall be governed by the laws of the State of Iowa.  






	8.  	  	Employment Rights.   Nothing
in this Plan shall confer upon any employee the right to continue in the employ
of the Company, or affect the right of the Company to terminate an
employee’s employment at any time, with or without cause.  







Approved by: 





	/s/   Bruce D. Hertzke	 	February 17, 2004	 
	
		
	
	Chairman of the Board, CEO and President	 	Dated	 
	 
	/s/   Frederick M. Zimmerman	 	February 16, 2004	 
	
		
	
	Human Resources Committee Chairman	 	Dated