Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


This Employment Agreement (this “Agreement”) is effective as of October
   , 2007 (the “Effective Date”), and is entered into by
and between                                 ,
an individual (“Executive”), and Fleetwood Enterprises, Inc., a Delaware
corporation (the “Company”).


 


R
E C I T A L S


 


WHEREAS, by entering into this Agreement, the terms of Executive’s
employment with the Company shall be governed by the terms and conditions of
this Agreement and any prior agreement between Executive and the Company or any
of the Company’s affiliated entities relating to Executive’s employment with
the Company or any of its affiliated entities shall be superseded by the terms
of this Agreement except to the extent set forth herein.


 


NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, the parties hereto agree as follows:


 


A G R E E M E N T


 


1.                                      Employment.  As of the Effective
Date, the Company hereby employs Executive to serve in the capacity of [TITLE].
The Company’s Board of Directors (the “Board”) and/or the Company’s Chief
Executive Officer (the “CEO”) may provide other designations of title to
Executive as the Board and/or CEO, in their discretion, may deem appropriate.


 


Executive agrees to perform the executive duties and functions
customarily associated with the office of [TITLE] and as specified from time to
time by the Board and/or the CEO. Except for legal holidays, vacations and
absences due to temporary illness, Executive shall devote his time, attention
and energies to the business of the Company on a full-time basis. Executive
represents and warrants to the Company that he is under no restriction,
limitation or other prohibition to perform his duties as described herein.


 


2.                                      Employment Compensation And Benefits.


 


(a)                                  Base
Salary. Executive’s initial base salary shall be at the annual rate of
XXXXXXXXX (Dollars) ($XXXXXXX) (the “Base Salary”), which shall be payable at
least as frequently as monthly and subject to deductions and withholdings
required by applicable law and as customary in respect of the Company’s
salaried employees. The Company, on the basis of Executive’s performance and
the Company’s financial success and progress, shall review this salary level at
least annually.


 


(b)                                 Incentive
Compensation. As additional compensation to provide incentives for
Executive to extend efforts which will assist in increasing the profits of the
Company, Executive shall be eligible to receive incentive compensation based on
achieving individual and organizational performance objectives in accordance
with the terms and conditions of the Company’s Senior Executive Incentive
Compensation Plan,


 

















 


as such plan has been established by the
Company and as may be modified from time to time, or any successor thereto (the
“Plan”). A copy of the Plan has been delivered to Executive along with this
Agreement and the Company shall provide Executive with a copy of any revisions
to the Plan when such revisions become effective. Executive’s participation in
the Plan and the number of participant points granted under the Plan are
subject to adjustment by the Board’s Compensation Committee at such Committee’s
discretion.


 


(c)                                  Vacation.
Executive shall be entitled to annual vacations in a manner commensurate with
his status as a key executive and in accordance with the Company’s vacation
policies in effect from time to time during the term of this Agreement.


 


(d)                                 Expense
Reimbursement. The Company shall reimburse Executive for all reasonable
amounts actually expended by Executive in the course of performing his duties
for the Company and in accordance with any Company-established guidelines as in
effect from time to time where Executive tenders receipts or other
documentation reasonably substantiating the amounts as required by the Company.


 


(e)                                  Other
Benefits. Except as otherwise provided in this Agreement, Executive shall
be entitled to receive all of the rights, benefits and privileges of an
executive officer of the Company under any retirement, pension, profit-sharing,
group medical insurance, group dental insurance, group-term life insurance,
disability insurance and other similar employee benefit plan or program of the
Company which may be now in effect or hereafter adopted, to the extent that
Executive is eligible under and subject to the provisions thereof as in effect
from time to time.


 


3.                                      Termination.


 


(a)                                  At
Will. The Company shall employ Executive at will, and either Executive or
the Company may terminate Executive ‘s employment with the Company at any time
and for any reason, with or without cause, with or without notice.


 


(b)                                 Qualifying
Termination. Executive ‘s termination shall be considered a “Qualifying
Termination” unless:


 


(i)                                     Executive
voluntarily terminates his employment with the Company and its affiliated
companies. Executive, however, shall not be considered to have
voluntarily terminated his employment with the Company and its affiliated
companies if his overall targeted total cash compensation (base salary plus
targeted short term bonus), (TCC), is reduced or adversely modified in any
material respect or his authority or duties are materially changed and he
elects to terminate his employment within sixty (60) days following such
reduction, modification or change after having given the Company at least 30
days notice of the same and a reasonable opportunity to cure during such 30-day
notice period.. For the purposes of this subparagraph, Executive’s authority or
duties shall be considered to have been “materially changed” if, without
Executive’s express and voluntary written consent, there is any substantial
diminution or adverse modification in his title, status, overall position,
responsibilities, reporting


 


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relationship, general working environment
(including without limitation secretarial and staff support, offices, and
frequency and mode of travel), or if, without Executive’s express and voluntary
written consent, his job location is transferred to a site more than fifty (50)
miles away from his place of employment.


 


(ii)                                  The
termination is on account of Executive’s death or Disability. For such
purposes, “Disability” shall mean a physical or mental incapacity as a result
of which Executive becomes unable to continue the performance of his
responsibilities for the Company and its affiliated companies and which, at
least three (3) months after its commencement, is determined to be total and
permanent by a physician agreed to by the Company and Executive, or in the
event of Executive’s inability to designate a physician, his legal
representative. In the absence of agreement between the Company and Executive,
each party shall nominate a qualified physician and the two physicians so
nominated shall select a third physician who shall make the determination as to
Disability.


 


(iii)                               Executive
is involuntarily terminated for “Cause.” 
For this purpose, “Cause” shall be limited to only three types of
events:


 


(A)                              Executive’s
refusal to comply with a lawful, written instruction of the Board or Executive’s
immediate supervisor, which refusal is not remedied by Executive within a
reasonable period of time after his receipt of written notice from the Company
identifying the refusal, so long as the instruction is consistent with the
scope and responsibilities of Executive’s position;


 


(B)                                Executive’s
act or acts of personal dishonesty which were intended to result in Executive’s
substantial personal enrichment at the expense of the Company or any of its
affiliated companies; or


 


(C)                                Executive’s
conviction of any misdemeanor involving an act of moral turpitude or any
felony.


 


(iv)                              Executive
ceases to be employed by the Company due to the sale or acquisition of all of
the equity interests in, or substantially all of the assets of, a subsidiary or
division of the Company with which Executive is affiliated, or in connection
with the merger of such a subsidiary or division, and this Agreement is assumed
in writing by such acquiring or surviving person or entity or an affiliate
thereof.


 


(v)                                 Notwithstanding
anything in this Section 3(b) to the contrary, if the Company relocates
its principal operational or executive headquarters and Executive is
transferred, or requested to transfer, to such headquarters, then if Executive
elects to terminate his employment because of such a transfer or request to
transfer, such termination shall not be deemed a Qualifying Termination
regardless of whether such new headquarters is located more than


 


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fifty (50) miles from the location of
Executive’s then-current place of employment.


 


(c)                                  Return of Materials. In the event of any termination of
Executive’s employment for any reason whatsoever, Executive shall promptly
deliver to the Company all Company property, including, but not limited to,
documents, data, and other information pertaining to Confidential Information,
as defined below. Executive shall not take with him any documents or other
information, or any reproduction, summary or excerpt thereof, containing or
pertaining to any Confidential Information.


 


4.                                      Change
in Control. Concurrently with the execution of this Agreement, the
Company and Executive have also entered into a Change in Control Agreement of
even date herewith (the “Change in Control Agreement”). The Change in Control
Agreement provides for certain rights and benefits in the event of a “change in
control” of the Company (as defined therein) or termination of employment in
connection with a change in control.


 


5.                                      Severance
Payment and Benefits. If Executive’s employment is terminated as a
result of a Qualifying Termination, as defined in Section 3(b), and if
Executive delivers a fully executed release and waiver of all claims against the
Company in a form reasonably acceptable to the Company, then, upon expiration
of any applicable revocation period contained in the release and waiver, the
Company shall pay or provide Executive the following severance payment and
benefits:


 


(a)                                  Executive
shall receive the Severance Payment, as defined below, which shall be payable
in equal monthly installments beginning on the first day of the first full
month and continuing on the first day of each month thereafter during the
Severance Period. The Severance Payment is in lieu of any severance payment
benefits which otherwise may at that time be available under the Company’s
applicable policies, other than the Change in Control Agreement. In the event
that Executive shall be entitled to receive severance compensation under the
Change in Control Agreement, such severance compensation shall be in lieu of
and not in addition to the benefits provided in this Section 5(a).


 


As used herein, “Severance Payment” shall mean that amount equal to the
product of (A) the number of full months immediately before the date of
Executive’s Qualifying Termination during which Executive has been continuously
employed by the Company as a senior executive officer of the Company or any of
its affiliated companies, up to a maximum of twelve (12) months (the “Measuring
Period”) and (B) the average monthly amount of Executive’s Base Salary
plus all bonuses and incentive compensation payments paid to Executive, as
averaged over the Measuring Period. Any Severance Payment shall be subject to
deductions and withholdings required by applicable law and shall be reduced by
an amount equal to the incentive payments, if any, that become payable in
connection with the Qualifying Termination. As used herein, “Severance Period”
shall mean that period beginning upon Executive’s Qualifying Termination and
ending upon the lapse thereafter of that number of months equal to the
Measuring Period.


 


(b)                                 During
the Severance Period and to the extent reasonably practicable, Executive shall
be entitled to receive benefits comparable to those which had been made


 


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available to him (including his family)
before the Qualifying Termination:  group
medical insurance, group dental insurance, group-term life insurance and
disability insurance. These benefits shall be provided at no cost to Executive,
except to the extent that tax rules require the inclusion of the value of such
benefits in Executive’s income. To the extent reasonably practicable, these
benefits shall be continued in a comparable manner and at a comparable level as
immediately prior to the Qualifying Termination. The provision of these
benefits shall be earlier terminated or reduced, as applicable, if and to the
extent Executive receives comparable benefits as a result of concurrent
coverage through another program.


 


(c)                                  Any
and all of Executive’s unvested stock options[, restricted stock or other
equity-based awards] shall immediately become fully vested and exercisable. Notwithstanding
anything to the contrary contained in the equity incentive plan(s) and award
agreement(s) pursuant to which such options were granted, any options that vest
and become exercisable pursuant to this Section 5(c) shall expire
sixty (60) days after the Qualifying Termination.


 


6.                                      Compliance
with Section 409A. Notwithstanding any provision of this Agreement to
the contrary, if, at the time of Executive’s termination of employment with the
Company, Executive is a “specified employee” as defined in Section 409A of the
Code, and one or more of the payments or benefits received or to be received by
Executive pursuant to this Agreement would become subject to the additional tax
under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed
under Section 409A of the Code (the “Section 409A Taxes”) if provided at the
time otherwise required under this Agreement, no such payment or benefit will
be provided under this Agreement until the earliest of (a) the date which is
six (6) months after Executive’s “separation from service” for any reason,
other than death or “disability” (as such terms are used in Section 409A(a)(2)
of the Code) or (b) the date of Executive’s death, or such shorter period that,
as determined by the Company, is sufficient to avoid the imposition of Section
409A Taxes. The provisions of this Section 6 shall only apply to the minimum
extent required to avoid Executive’s incurrence of any Section 409A Taxes. In
addition, if any provision of this Agreement would cause Executive to incur any
penalty tax or interest under Section 409A of the Code or any regulations or
Treasury guidance promulgated thereunder, the Company may reform such provision
to maintain to the maximum extent practicable the original intent of the
applicable provision without violating the provisions of Section 409A of the
Code.


 


7.                                      Nondisclosure
of Confidential Information. Executive acknowledges that during the term of his employment with the Company, he
will have access to and become acquainted with information of a confidential,
proprietary or secret nature which is or may be either applicable to, or
related in any way to, the present or future business of the Company, the
research and development or investigation of the Company, or the business of
any customer of the Company (“Confidential Information”). For example,
Confidential Information includes, but is not limited to, devices, secret
inventions, processes and compilations of information, records, specifications,
designs, plans, proposals, software, codes, marketing and sales programs,
financial projections, cost summaries, pricing formula, and all concepts or
ideas, materials or information related to the business, products or sales of
the Company and its customers and
vendors. Executive shall not
disclose any Confidential Information, directly or indirectly, or use


 


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such information in any way,
either during the term of this Agreement or at any time thereafter, except as
required in the course of employment with the Company. Executive also agrees to comply with the Company’s
policies and regulations, as established from time to time for the protection
of its Confidential Information, including, for example, executing the Company’s
standard confidentiality agreements. This section shall survive termination of
this Agreement.


 


8.                                      Non-Solicitation.
Executive agrees that so long as he is employed by the Company and for a
period of twenty-four (24) months after termination of his employment for
any reason, he shall not (a) directly or indirectly solicit, induce or
attempt to solicit or induce any employee of the Company or any of its
affiliated companies to discontinue his or her employment with the Company;
(b) usurp any opportunity of the Company or any of its affiliated companies
of which Executive became aware during his tenure at the Company or which is
made available to him on the basis of the belief that Executive is still
employed by the Company; or (c) directly or indirectly solicit or induce or
attempt to influence any person or business that is an account, customer or
client of the Company or any of its affiliated companies to restrict or cancel
the business of any such account, customer or client with the Company or any of
its affiliated companies. This section
shall survive termination of this Agreement.


 


9.                                      Successors.


 


(a)                                  This
Agreement is personal to Executive, and without the prior written consent of
the Company shall not be assignable by Executive other than by will or the laws
of descent and distribution. This Agreement shall inure to the benefit of and
be enforceable by Executive ‘s legal representatives.


 


(b)                                 The
rights and obligations of the Company under this Agreement shall inure to the
benefit of and shall be binding upon the successors and assigns of the Company.


 


10.                               Governing
Law. This Agreement is made and entered into in the State of
California, and the internal laws of California shall govern its validity and
interpretation in the performance by the parties hereto of their respective
duties and obligations hereunder.


 


11.                               Modifications.
This Agreement may be amended or modified only by an instrument in writing
executed by all of the parties hereto.


 


12.                               Entire
Agreement. Except as otherwise set forth herein, this Agreement, along
with the Change in Control Agreement, supersedes any and all prior written or
oral agreements between Executive and the Company, including but not limited to
any and all employment agreements and change in control agreements. This
Agreement, along with the Change in Control Agreement, contains the entire
understanding of the parties hereto with respect to the terms and conditions of
Executive’s employment with the Company; provided, however, that
this Agreement is not intended to supersede any agreements that Executive may
previously have entered into regarding the protection of trade secrets and
confidential information.


 


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13.                               Dispute Resolution.


 


(a)                                              Any
controversy or dispute between the parties involving the construction,
interpretation, application or performance of the terms, covenants, or
conditions of this Agreement, the employment of Executive or in any way arising
under this Agreement (a “Covered Dispute”) shall, on demand by either of the
parties be referenced pursuant to the procedures described in California Code
of Civil Procedure (“CCP”) Sections 638, et
seq., as they may be amended from time to time (or such procedures
as nearly the same as may be available under the laws of California, the “Reference
Procedures”), to a retired Judge from the superior court of California for the
County of Riverside (the “Venue County”) for a decision.


 


(b)                                             The
Reference Procedures shall be commenced by a joint stipulation filed in the
Venue County Court or by either party filing in the superior court of Venue
County a motion pursuant to CCP Section 638 (or such procedures as nearly the
same as may be available under the laws of California, a “Motion”). The referee
shall be a Judge from the list of retired superior court Judges from the Venue
County who have made themselves available for trial or settlement of civil
litigation under said Reference Procedures. If the parties hereto are unable to
agree on the designation of a particular retired superior court Judge of the
Venue County, or the designated Judge is unavailable or unable to serve in such
capacity, request shall be made that the Presiding or Assistant Presiding Judge
of the superior court of the Venue County appoint as referee a retired superior
court Judge from the aforementioned list.


 


(c)                                              Except as
hereafter agreed by the parties, the referee shall apply the internal law of
the State of California in deciding the issues submitted hereunder. Each of the
parties reserves its respective rights to allege and assert in such pleadings
all claims, causes of action, contentions and defenses which it may have
arising out of or relating to the general subject matter of the Covered Dispute
that is being determined pursuant to the Reference Procedures. Reasonable
notice of any motions before the referee shall be given, and all matters shall
be set at the convenience of the referee. Discovery shall be conducted as the
parties agree or as allowed by the referee. Unless waived by each of the
parties, a reporter shall be present at all proceedings before the referee. By
agreeing to this procedure, the parties expressly waive their right to a jury
trial.


 


(d)                                             It is the
parties’ intention by this Section 13 that all issues of fact and law and all
matters of a legal and equitable nature related to any Covered Dispute will be
submitted for determination by a referee designated as provided herein. Accordingly,
the parties hereby stipulate that a referee designated as provided herein shall
have all powers of a Judge of the superior court including, without limitation,
the power to grant equitable and interlocutory and permanent injunctive relief.


 


(e)                                              Each of
the parties specifically consents and agrees to (i) the exercise of
jurisdiction over his person by a referee designated as provided herein with
respect to any and all Covered Disputes; (ii) the personal jurisdiction of the
California courts with respect to any appeal or review of the decision of any
such referee, and (iii) venue for any dispute subject to this
Section 13 shall be in the County of Riverside.


 


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(f)                                                Each of
the parties acknowledges that the decision by a referee designated as provided
herein shall be a basis for a judgment as provided in CCP Section 644 and shall
be subject to exception and review as provided in CCP Section 645, or such
procedures as nearly the same as may be available under the laws of California.


 


(g)                                             The
Company shall pay all fees and costs incurred by Executive in connection with
the Reference Procedures for a Covered Dispute other than attorneys’ fees
incurred by Executive.


 


14.                               Notices.
Any notice or communications required or permitted to be given to the
parties hereto shall be delivered personally or be sent by United States
registered or certified mail, postage prepaid and return receipt requested, and
addressed or delivered as follows, or at such other addresses the party
addressed may have substituted by notice pursuant to this Section:


 


	
  To the Company:

  	
  To Executive:

  
	
   

  	
   

  
	
  Fleetwood Enterprises, Inc.

  	
  (Name)

  
	
  3125 Myers Street

  	
  (Home Address)

  
	
  Riverside, California 92503-5527

  	
  (City, State, Zip)

  
	
  Attn: General Counsel

  	
   

  



 


15.                               Captions.
The captions of this Agreement are inserted for convenience and do not
constitute a part hereof.


 


16.                               Severability.
In case any one or more of the provisions contained in this Agreement shall
for any reason be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other
provision of this Agreement, but this Agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein and
there shall be deemed substituted for such invalid, illegal or unenforceable
provision such other provision as will most nearly accomplish the intent of the
parties to the extent permitted by the applicable law. In case this Agreement,
or any one or more of the provisions hereof, shall be held to be invalid,
illegal or unenforceable within any governmental jurisdiction or subdivision
thereof, this Agreement or any such provision thereof shall not as a
consequence thereof be deemed to be invalid, illegal or unenforceable in any
other governmental jurisdiction or subdivision thereof.


 


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17.                               Counterparts. This Agreement
may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which shall together constitute one in the same Agreement.


 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered effective as of the day and year first written
above.


 


	
   

  	
   

  	
   

  
	
   

  	
  (Name)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD ENTERPRISES, INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
				



 


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