Exhibit
10.2


 


EMPLOYMENT AGREEMENT


 


This Employment Agreement (this “Agreement”) is effective as of October
  , 2007 (the “Effective Date”), and is entered into by and between XXXXXX, 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the Company or any of its affiliated entities shall be superseded by the terms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 duties and functions as assigned by the
CEO and/or by the Board of Directors. 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 management compensation plan as
in effect from time to time.


 

















 


(c)                                  Vacation.
Executive shall be entitled to annual vacations 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 under any
retirement, pension, profit-sharing, group medical insurance, group dental
insurance, group-term life insurance, disability insurance and other 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 (unless the reduction or modification applies
generally to similarly situated executives in the Company) or his position is
modified or changed so that he is no longer an officer of the Company 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.


 


(ii)                                  The
termination is on account of Executive’s death or Disability. “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.


 


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(iii)                               Executive
is involuntarily terminated for “Cause.” 
For this purpose, “Cause” shall include but not be limited to:


 


(a)                                  Executive’s
refusal to comply with a lawful 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;


 


(b)                                 Executive’s
engaging in gross misconduct;


 


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


 


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


 


(e)                                  Executive’s
failure to perform his duties in a satisfactory manner. Executive must be
provided written notice of the unsatisfactory performance and provided at least
ninety (90) days to improve his performance.


 


(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 or by operation of law by such acquiring or surviving person or
entity or an affiliate thereof.


 


(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 based on
Executive’s eligibility as described below:


 


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(i)                                     As
eligible, 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, “Monthly Severance Payment” shall mean the monthly
installment amount of the Base Salary of Executive at the time of Executive’s
termination plus the monthly average of the short-term incentive payments
(quarterly bonus) actually paid to Executive during the twelve (12) months
immediately preceding Executive’s termination.


 


Executive will be eligible for a number of Monthly Severance Payments
based on the schedule below:


 


	
  Length of Service

  	
   

  	
  Monthly Severance Payments

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  New hire up to six months

  	
   

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Six months up to 12 months

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  12 months up to 18 months

  	
   

  	
  6

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  18 months up to 24 months

  	
   

  	
  9

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  24 months or more

  	
   

  	
  12

  	
   

  



 


Length of Service is the number of full months immediately before
the date of Executive’s Qualifying Termination during which Executive has been
continuously employed by the Company or any of its affiliated companies. Each
Monthly Severance Payment shall be subject to deductions and withholdings
required by applicable law. As used herein, “Severance Period” shall mean that
period beginning upon Executive’s Qualifying Termination and ending upon the
lapse thereafter of the number of months equal to the number of Monthly
Severance Payments.


 


(ii)                                  During
the Severance Period and to the extent reasonably practicable, Executive shall
be entitled to receive benefits comparable to those which had been made
available to him (including his family) under the Associate Healthcare
Management Plan before the Qualifying Termination. To the extent reasonably
practicable, these benefits shall be continued to Executive in a comparable
manner, at a comparable cost and at a comparable level as provided to Executive
(including his family) immediately prior to the Qualifying Termination. In some
cases, benefits may be converted to a reasonably similar private plan –
provided that the Company pays all additional costs associated with conversion.
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. Participation in all
other benefits plans


 


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including group life insurance, personal
accident insurance, and disability insurance, etc., will cease as of the date
of termination.


 


(iii)                               Any
and all of Executive’s unvested stock options[, restricted stock or other
equity-based awards] shall immediately become fully vested and exercisable
according to the terms and conditions contained in the equity incentive plan(s)
and award agreement(s) pursuant to which such awards were granted.


 


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
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 employment with the Company; (b) usurp any
opportunity of the Company or any of its affiliated companies of which
Executive


 


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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.


 


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


 


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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.


 


(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:


 


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  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.


 


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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