<PAGE>  110


                                                                EXHIBIT 10(a)
                            COACHMEN INDUSTRIES, INC.

                               LONG TERM INCENTIVE
                     PERFORMANCE BASED RESTRICTED STOCK PLAN


o        AUTHORITY: 2000 Omnibus Stock Incentive Plan, approved by Shareholders
         May, 2000, authorizes 2 million shares for incentive compensation
         purposes for Directors, Officers and Key employees. The Compensation
         Committee has the authority to act in furtherance of these purposes,
         pursuant to its charter and the authority granted to it by the Board of
         Directors.

o       PURPOSE:
         o     To further align the interests of Executives and Senior
               Management with those of the Shareholders.
         o     To motivate and reward superior performance.
         o     To enhance recruitment and retention.
         o     To advance stock ownership by Senior Company Executives.

o       ELIGIBILITY:
         o    The Compensation Committee of the Board of Directors may use its
              discretionary powers to determine participating Executives and
              Senior Managers as well as awards.
         o    Participants must be full time employees, in good standing, with
              current Business Protection Agreements in effect, and be in
              compliance with Coachmen's Code of Conduct.
         o    Eligible participants may include all Corporate and Subsidiary
              senior executives and officers.

o        TYPE: Restricted Stock, restrictions determined by the Compensation
         Committee.

o        PERFORMANCE MEASUREMENT:  The financial performance measurement for the
         restricted share award is consolidated Net Income.

o        MEASUREMENT PERIODS: Financial performance of the Company will be
         measured over three (3) calendar years. Each three-year period is
         referred to as a Performance Measurement Period. Performance
         Measurement Periods may overlap such that performance in one year may
         contribute to the performance of multiple measurement periods.

o        NUMBER OF RESTRICTED SHARES AVAILABLE FOR AWARD: A total of
         approximately 100,000 restricted shares per Performance Measurement
         Period for all participants, plus a reserve of 15% of the targeted
         awards.

<PAGE>  111


o        ISSUANCE OF SHARES: 100% of the target award of shares for each
         individual participant will be issued in the name of the participant at
         the beginning of the Performance Measurement Period. Certificates will
         be held by the Company until the earlier of the end of the Performance
         Measurement Period or a Change in Control.

o        THRESHOLD AND MAXIMUM AWARD LEVELS: In order to earn any award for
         any Performance Measurement Period, at least 85% (threshold level) of
         the financial performance measurement target must be achieved for that
         Performance Measurement Period. In any Performance Measurement Period
         the maximum level that can be awarded is 115% of the target performance
         measurement.
         o    Subject to the threshold and maximum award levels, each percentage
              point change in performance will result in a corresponding
              percentage point change in payout. (84% performance = 0% payout),
              (85% performance = 85% payout), (90% performance = 90% payout),
              (110% performance = 110% payout), (125% performance = 115% payout)

o        VESTING:   Shares earned during a Performance Measurement Period vest
         on the earlier of the first day of the year following the end of the
         Performance Measurement Period (subject to completion of the final
         accounting and audit of the financial statements of the 3rd year of the
         Performance Measurement Period) or the date of termination of
         employment due to death, disability or retirement at age 65 or older
         or, at the discretion of the Compensation Committee, upon early
         retirement ("Vesting Date"), provided that, except in the case of
         death, disability or retirement (including, at the discretion of the
         Committee, early retirement), no award is earned and no distribution
         will be made unless a participant has been a full time employee of the
         Company or its subsidiaries for at least three years by the Vesting
         Date; further provided that, in the event of a Change in Control (as
         defined in the Company's Change in Control Agreements with its key
         executives), all shares in the in the program vest immediately at the
         115% level, and will be immediately delivered to the participants,
         without restrictions, regardless of performance or length of
         employment.

o        AWARD DISTRIBUTION: The amount of the participant's long term incentive
         award is determined at the end of each Performance Measurement Period.
         The amount of the award earned by a participant shall be equal to the
         amount calculated by multiplying (i) the participant's target award for
         the Performance Measurement Period by (ii) the percentage obtained by
         dividing the Company's actual consolidated Net Income during the
         Performance Measurement Period by the Consolidated Net Income target
         established for the Performance Measurement Period, rounded to the


<PAGE>  112


         nearest whole number subject in each case to the Threshold and Maximum
         limitations described above. Fractional shares shall not be issued; any
         fraction of share will be rounded to the nearest whole share. As
         needed, issued certificates may be cancelled or reissued to adjust for
         the actual amount of shares earned. Unused shares will be returned to
         the Omnibus Plan pool. Awards will be distributed within thirty (30)
         days after the filing of the Company's 10-K with the Securities
         Exchange Commission. o For example: if the performance measurement is
         met for the 2003, 2004 and 2005 Performance Measurement Period, the
         restricted shares would vest January 1, 2006. The actual number of
         shares to be awarded, if any, will be determined when the final
         financial statements for 2005 are available and the audit is complete.
         o The award targets for each participant for each year in the
         Performance Measurement Period and the financial performance
         measurement target are determined by the Compensation Committee within
         the first 90 days after the commencement of the three-year Performance
         Measurement Period. o Under this plan, no distributions will occur
         until the end of the third year of each Performance Measurement Period,
         when the Restricted Stock awards may vest based on employment and the
         achievement of performance goals, except in the event of a Change in
         Control.

o        RESTRICTION PERIOD:  The Performance Measurement Period, or until a
         Change in Control.

o        RESTRICTIONS: The participant cannot sell, transfer, pledge or use
         shares as collateral, during the Restriction Period. Restrictions lapse
         at the end of each Performance Measurement Period or upon a Change in
         Control.

o        VOTING RIGHTS:  The participant may vote shares during the Restriction
         Period.

o        DIVIDEND RIGHTS: Dividends will be paid to an interest bearing account
         and held for the participant subject to the same vesting requirements.
         Dividends plus interest attributable to the dividends on the shares
         ultimately earned will be paid to participants when the certificates
         are delivered and will not be available for participation in any
         dividend reinvestment plan.



o        TERMINATION PROVISIONS:
         o    If the participants' employment is terminated for any reason other
              than death, disability or retirement at age 65 or older during the


<PAGE>  113


              Performance Measurement Period, then all unvested shares are
              forfeited except at the discretion of the Compensation Committee
              if employment is terminated at the request of the Company without
              cause or fault of the participant, or the participant retires
              early in accordance with the policies and procedures of the
              Company.
         o    In the event of termination due to death or disability: The
              Restricted Shares will be prorated based on the date of death or
              disability and the number of months the participant was actively
              employed during the year of death or disability. The final award
              determination and payouts are made with the rest of the group at
              the end of the Performance Measurement Period.
         o    In the event of retirement: The Restricted Shares will be prorated
              based on the date of retirement and the number of months the
              participant was actively employed during the year. The final award
              determination and payouts are made with the rest of the group at
              the end of the Performance Measurement Period.

o        REVISIONS FOR SIGNIFICANT EVENTS:
         o    When circumstances occur (including, but not limited to, unusual
              or nonrecurring events, changes in tax laws or accounting
              principles or practices or changed business or economic
              conditions), that cause any performance goal, payout schedule
              and/or level of performance or distribution to be inappropriate in
              the judgment of the Compensation Committee, the Committee may make
              such changes to this plan, and/or the performance targets for a
              Performance Measurement Period as it deems reasonable.

o        COMPANY TAX CONSEQUENCES:
         o    At time of grant - no tax deduction can be taken.
         o    When stock is issued and restrictions lapse - Company receives tax
              deduction equal to the participant's ordinary income.
         o    When the participant sells the shares - no tax deduction can be
              taken by the Company.
         o    Dividends are deductible by the Company when paid to the
              Executive.

o        EARNINGS PER SHARE CONSEQUENCES:
         o    Immediate dilution of EPS for total shares granted.

o        EARNINGS CONSEQUENCES:
         o    The fair market value at the time of the grant is charged to
              earnings over the restriction period.



O        OVERHANG AND RUN RATES:


<PAGE>  114

         o    Overhang is unaffected by the granting of Restricted Stock awards.
              The annual run rate will increase with the granting of Restricted
              Stock, and decrease if the awards are not earned.


O        TAX IMPACT ON THE PARTICIPANT:
         o    No tax - at time of grant.
         o    When restrictions lapse, the current market value of vested shares
              are taxed as ordinary income subject to maximum tax rate. The
              Company will notify the participant of the amount due to satisfy
              the tax withholding requirements with respect to the stock. The
              participant shall pay the amount due to satisfy the tax
              withholding requirements in cash; provided, however, that the
              participant may elect to meet the tax withholding requirement by
              requesting the Company, in writing, to withhold from such award
              the appropriate number of shares of Common Stock, rounded up to
              the next whole number, which would result in proceeds equal to the
              tax withholding requirement. Any election by a participant to have
              shares withheld under this Section shall be subject to such terms
              and conditions as the Committee may specify, which may include
              that the election shall be irrevocable. If the cash required
              (whether paid directly or indirectly through the sale of stock
              election described above) is not received by the Company within
              sixty (60) days of notification by the Company of the tax
              withholding due, the Committee shall have the right to take
              whatever action it deems appropriate, including voiding the award.
              The Company shall not deliver or pay the award (net of the tax
              withholding) until the tax-withholding obligation is satisfied.
         o    Dividends are taxed as ordinary income subject to maximum tax rate
         o    Participant has the opportunity to make a tax-advantaged IRC
              Section 83(b) election at time of grant. Under this election, the
              participant pays ordinary income and FICA taxes on the value of
              the grant at the time of granting. Upon subsequent sale, any gain
              over the grant value is taxed at the long-term capital gains rate
              (assuming holding period requirements are met.) If an 83(b)
              election had been made, the participant forfeits the taxes paid,
              even if the participant never receives the stock.
         o    At Sale - assuming the stock is held for 12 months after vesting,
              the gain on sale over the market value at the time of vesting of
              the restricted shares, receives long-term capital gains treatment.