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Exhibit 10.4
 THOR INDUSTRIES, INC.
2006 EQUITY INCENTIVE PLAN
 1.
    
    Purpose; Eligibility.
 General Purpose Plan Company
 Eligible Award Recipients
 Available Awards
 2.
    
    Definitions.
 409A Award Section 8
 Administrator Section 3.5
 Affiliate
 Award
 Award Agreement
 Beneficial Owner




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Board
 Cause
 Change in Control
 Person
   Outstanding Company Common Stock Outstanding Company Voting Securities provided, however Section 2.9




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Business Combination Surviving Company Parent Company
 Code
 Committee Section 3.5
 Common Stock
 Company
 Consultant provided that Section 5.3
 Continuous Service




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Covered Employee
 Date of Grant
 Detrimental Activity
 Director




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Disability provided however Section 6.10 Section 6.10
 Effective Date
 Employee
 Exchange Act
 Fair Market Value
 Form S-8 Section 5.3
 Free Standing Rights Section 7.3(a)
 Incentive Stock Option
 Incumbent Directors




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Negative Discretion Section 7.2(d)(iv) provided that,
 Non-Employee Director
 Nonstatutory Stock Option
 Officer
 Option
 Option Agreement
 Optionholder
 Outside Director
 Participant
 Performance Compensation Award
 Performance Criteria




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Performance Formula
 Performance Goals




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Performance Period
 Plan
 Related Rights Section 7.3(a)
 Restricted Award Section 7.1(a)
 Restricted Period Section 7.1(a)
 Rule 16b-3
 SAR Amount
 SAR exercise price
 Securities Act
 Stock Appreciation Right Section
7.3
 Stock for Stock Exchange Section 6.4
 Ten Percent Stockholder
 3.
    
    Administration.
 Administration by Board Section 3.5
 Powers of Administrator
 Specific Powers




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provided, however
 Decisions Final
 The Committee
 General Committee




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Committee Composition when Common Stock is Registered
 Indemnification provided, however, provided however
 4.
    
    Shares Subject to the Plan.
 Section 12




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provided, that, Section 12
 5.
    
    Eligibility.
 Eligibility for Specific Awards
 Ten Percent Stockholders
 Consultants Form S-8 i.e. e.g.
 Directors
 6.
    
    Option Provisions.




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Section 8
 Term Section 5.2
 Exercise Price of an Incentive Stock Option Section 5.2
 Exercise Price of a Nonstatutory Stock Option provided, however Section 6.13 Section 8
 Consideration Stock for Stock




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Exchange i.e.
 Transferability of an Incentive Stock Option
 Transferability of a Nonstatutory Stock Option
 Vesting Generally




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Termination of Continuous Service Sections 6.10 6.11
 Extension of Termination Date Section 6.1
 Disability of Optionholder




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Death of Optionholder
 Incentive Stock Option $100,000 Limitation
 Additional Requirements Under Section 409A Section 8
 7.
    
    Provisions of Awards Other Than Options.
 Restricted Awards
 General
 Restricted Stock Restricted Stock Units Restricted Period
 Restricted Stock and Restricted Stock Units




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Dividend Equivalents
 Restrictions




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Restricted Period
 Delivery of Restricted Stock and Settlement of Restricted Stock Units . Section 7.1(c) Vested Unit Section
7.1(b)(ii) provided, however,
 Stock Restrictions
 Performance Compensation Awards




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General
 Eligibility Section 7.2
 Discretion of Administrator with Respect to Performance Compensation Awards
 Payment of Performance Compensation Awards
 Condition to Receipt of Payment
 Limitation




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Certification Section 7.1(d)(iv)
 Use of Discretion Section 7.2(d)(vi)
 Timing of Award Payments Section 7.2
 Maximum Award Payable Section 7.1(a)
 Stock Appreciation Rights
 General Free Standing
Rights Section 7.3(b)




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Related Rights
 Grant Requirements Section 7.3(h) Section 8 SAR exercise price
 Exercise and Payment Section 7.3(b)(i) Section 7.3(b)(i) Section 7.3(h) Section
8
 Exercise Price provided however Section 7.3(b)(i)




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Reduction in the Underlying Option Shares
 Written Request
 Disapproval by Administrator
 Additional Requirements under Section 409A Section 7.3(b)(i) Section 7.3(h) Section
8 SAR Amount Section 8.1




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8.
    
    Additional Conditions Applicable to Nonqualified Deferred Compensation Under
Section 409A of the Code.
  Exercise and Distribution
 Specified Time
 Separation from Service provided, however Section 8.1(b)
 Death
 Disability Section 8.4(b)
 Unforeseeable Emergency Section 8.4(c)
 Change in Control Event Section 8.4(a)




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Term Section 8 Section 8
 No Acceleration Section 8
 Domestic Relations Order
 Conflicts of Interest
 Change in Control Event Section 8
 Definitions Section 8
 Change in Control Event
 Disabled




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Unforeseeable Emergency
 9.
    
    Covenants of the Company.
 Availability of Shares
 Securities Law Compliance provided however
 10.
    
    Use of Proceeds from Stock.
  11.
    
    Miscellaneous.
 Acceleration of Exercisability and Vesting
 Stockholder Rights




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Section 12
 No Employment or Other Service Rights
 Transfer, Approved Leave of Absence
 Investment Assurances
 Withholding Obligations




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provided however
 12.
    
    Adjustments Upon Changes in Stock.
 Section 4 Section 4 Section 7.2(d)(vi)
 13.
    
    Effect of Change in Control




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14.
    
    Amendment of the Plan and Awards.
 Amendment of Plan Section 12 Section 14.3
 Stockholder Approval




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Contemplated Amendments
 No Impairment of Rights
 Amendment of Awards provided however
 15.
    
    General Provisions.
 Other Compensation Arrangements
 Recapitalizations Section 12
 Delivery
 Other Provisions
 Cancellation and Rescission of Awards for Detrimental Activity
 Section 2.18




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Section 2.18
 Section
2.18
 Disqualifying Dispositions
 Section 16 Section 15.7
 Section 162(m)
 16.
    
    Effective Date of Plan.
  17.
    
    Termination or Suspension of the Plan.




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Section 14.1 Section 7.2
 18.
    
    Choice of Law.