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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
(X) Annual report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 (Fee Required) for the fiscal year ended August 26,
1995; or
( ) Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required)
For the transition period from _____________________ to __________________
Commission File Number 1-6403
WINNEBAGO INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Iowa 42-0802678
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 152, Forest City, Iowa 50436
(Address of Principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (515) 582-3535
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
Common Stock ($.50 par value) The New York Stock Exchange, Inc.
Chicago Stock Exchange, Inc.
The Pacific Stock Exchange, Inc.
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes _X_ No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definite proxy or information statements
incorporated by reference in Part III of this Annual Report on Form 10-K or any
amendment to this Annual Report on Form 10-K ___.
Aggregate market value of the common stock held by non-affiliates of the
Registrant on October 16, 1995: $108,784,611 (14,036,724 shares at closing price
on New York Stock Exchange of $7.75).
Common stock outstanding on November 17, 1995, 25,345,993 shares.
DOCUMENTS INCORPORATED BY REFERENCE
1. The Winnebago Industries, Inc. Annual Report to Shareholders for the fiscal
year ended August 26, 1995, portions of which are incorporated by reference
into Part II hereof.
2. The Winnebago Industries, Inc. Proxy Statement for the Annual Meeting of
Shareholders scheduled to be held December 13, 1995, portions of which are
incorporated by reference into Part III hereof.
WINNEBAGO INDUSTRIES, INC.
FORM 10-K
Report for the Fiscal Year Ended August 26, 1995
PART I
ITEM 1. Business
GENERAL
Winnebago Industries, Inc. is a leading U.S. manufacturer of motor homes,
self-contained recreation vehicles used primarily in leisure travel and outdoor
recreation activities. Motor home sales by the Company represented more than 80
percent of its revenues in each of the past five fiscal years. The Company's
motor homes are sold through dealer organizations primarily under the Winnebago,
Itasca, Vectra, Rialta and Luxor brand names.
Other products manufactured by the Company consist principally of extruded
aluminum and a variety of component products for other manufacturers. Service
revenues during fiscal 1995, 1994 and 1993 consisted principally of revenues
from satellite courier and tape duplication services and revenues from floor
plan and rental unit financing of dealer inventories of the Company's products.
Additionally in fiscal years 1993, 1992 and 1991, service revenues included
revenues from contract assembly of a variety of electronic products.
The Company was incorporated under the laws of the state of Iowa on February 12,
1958, and adopted its present name on February 28, 1961. The Company's executive
offices are located at 605 West Crystal Lake Road in Forest City, Iowa. Unless
the context indicates otherwise, the term "Company" refers to Winnebago
Industries, Inc. and its subsidiaries.
PRINCIPAL PRODUCTS
The Company determined it was appropriate to define its operations into three
business segments for fiscal 1995 (See Note 17, "Business Segment Information"
in the Company's Annual Report to Shareholders for the year ended August 26,
1995). However, during each of the last five fiscal years, at least 87% of the
revenues of the Company were derived from recreational vehicle products.
The following table sets forth the respective contribution to the Company's net
revenues by product class for each of the last five fiscal years (dollars in
thousands):
FIRST AMENDMENT TO RESTATED INVENTORY
FLOOR-PLAN FINANCE AGREEMENT
THIS FIRST AMENDMENT TO RESTATED INVENTORY FLOOR-PLAN FINANCE AGREEMENT is
executed on October 31, 1995, to be effective as of October 1, 1995, among
WINNEBAGO INDUSTRIES, INC., an Iowa corporation ("Client"), and NATIONSCREDIT
COMMERCIAL CORPORATION and WINNEBAGO ACCEPTANCE CORPORATION, both North Carolina
corporations (collectively, "NationsCredit").
WITNESSETH:
WHEREAS, Client and NationsCredit are party to a Restated Inventory
Floor-Plan Finance Agreement dated October 27, 1994 ("Agreement"), which they
desire to modify as set forth below;
NOW, THEREFORE, for valuable consideration hereby acknowledged, the parties
agree as follows:
1. AMENDMENT OF SECTION 2. The first sentence of Section 2(a)(ii) of the
Agreement is deleted and the following is inserted in lieu thereof:
A monthly service fee will be payable by the Client, equal to 2.75% per
annum (on a 30-day period) during any month that average daily outstanding
Finance Transactions are $50,000,000 or less, 2.60% per annum during any
month that average daily outstanding Finance Transactions are between
$50,000,001 and $70,000,000, and 2.50% per annum during any month that
average daily outstanding Finance Transactions exceed $70,000,000.
2. MISCELLANEOUS. This Amendment shall be governed by the laws of the
Commonwealth of Pennsylvania and may be executed in counterparts. The Agreement,
as amended hereby, is ratified and continues in full force and effect.
IN WITNESS WHEREOF, this First Amendment to Restated Inventory Floor-Plan
Finance Agreement is executed as of the date set forth above.
WINNEBAGO INDUSTRIES, INC.
By /s/ Jerome V. Clouse
Title: Jerome V. Clouse
Vice President, Treasurer
and International Development
NATIONSCREDIT COMMERCIAL CORPORATION
By
Title:
WINNEBAGO ACCEPTANCE CORPORATION
By
Title:
THIRD RESTATED FINANCING AND SECURITY AGREEMENT
THIS THIRD RESTATED FINANCING AND SECURITY AGREEMENT is entered into as of
July 6, 1995, between NATIONSCREDIT COMMERCIAL CORPORATION, a North Carolina
corporation with its principal place of business at 1105 Hamilton Street,
Allentown, Pennsylvania 18101 ("Secured Party"), and WINNEBAGO INDUSTRIES, INC.,
an Iowa corporation with its principal place of business at 605 Crystal Lake
Road, Forest City, Iowa 50436 ("Debtor").
RECITALS
WHEREAS, Debtor and Secured Party are party to a Second Amended Financing
and Security Agreement dated as of March 17, 1994 ("Existing Agreement"), which
the parties desire to amend and restate as set forth herein;
NOW, THEREFORE, for valuable consideration hereby acknowledged, the parties
agree as follows:
Section 1. Definitions. The following terms when capitalized have the
meanings as given in this Section 1 whenever used in this Agreement:
1.1 "Accounting Month" means the period from the last Friday of a calendar
month to and including the last Thursday of the following calendar month. If a
calendar month ends on Thursday, then the next accounting month shall be from
the first Friday of the month to and including the last Thursday of the same
calendar month.
1.2 "Accounts Receivable" means all accounts, contract rights, instruments,
documents, chattel paper, general intangibles (including, without limitation,
choses in action, tax refunds and insurance proceeds), and other obligations or
indebtedness owed to Debtor from any source whatever.
1.3 "Borrowing Base" means an amount equal to the lesser of $30,000,000 or
75% of Eligible Inventory. All calculations of the Borrowing Base shall be at
Debtor's book value of the Inventory, or market value, whichever is less, and
shall be calculated net of any amounts owing by Debtor to a manufacturer of the
Eligible Inventory.
1.4 "Business Day" means any day of the week, Monday through Friday, on
which Secured Party is open for the regular conduct of business.
1.5 "Collateral" means all Accounts Receivable and Inventory now owned or
hereafter acquired by Debtor, and all products and proceeds thereof, including,
but not limited to, cash, instruments, credits, chattel paper, general
intangibles and accounts.
1.6 "Eligible Inventory" means (a) recreational vehicles that have been
fully manufactured by Debtor and are ready for delivery to a dealer, and (b)
motor home chassis and related components constituting part of Debtor's raw
materials. Such Inventory must be subject to no lien, encumbrance or other
interest of any person or entity except as permitted hereunder, and must be
otherwise reasonably acceptable to Secured Party.
1.7 "Inventory" means all goods, merchandise and other personal property
now owned or hereafter acquired by Debtor, wherever located, which are held for
sale or lease, or are furnished or to be furnished under any contract of
service, or are raw materials, work-in-process, finished goods, supplies or
materials used or consumed in Debtor's business, and all products thereof; all
substitutions, replacements, additions or accessions therefor and thereto; and
all cash or non-cash proceeds and products of the foregoing, including insurance
proceeds.
1.8 "Line of Credit" means the line of credit established under this
Agreement.
1.9 "Obligations" means all indebtedness, obligations and liabilities of
Debtor to Secured Party of every kind and description, direct or indirect,
secured or unsecured, joint or several, absolute or contingent, due or to become
due, whether for payment or performance, now existing or hereafter arising,
regardless of how the same arise or by what instrument, agreement or book
account they may be evidenced, or whether evidenced by any instrument, agreement
or book account, including, without limitation, all loans (including any loan by
renewal or extension), all indebtedness, all undertakings to take or refrain
from taking any action, all indebtedness, liabilities or obligations owing from
Debtor to others which Secured Party may have obtained by purchase, negotiation,
discount, assignment or otherwise, and all interest, taxes, fees, charges,
expenses and attorney's fees chargeable to Debtor or incurred by Secured Party
under this Agreement, or any other document or instrument delivered in
connection herewith, and further including, without limitation, all obligations
of Debtor to Secured Party pursuant to this Agreement and their inventory
floor-plan finance agreement.
1.10 "Prime Rate" means the prime rate as announced by NationsBank, N.A.
(Carolinas) at its office in Charlotte, North Carolina on the last day of an
Accounting Month, effective for outstanding balances in the succeeding
Accounting Month. When a change in the Prime Rate is announced, the change will
take effect for the succeeding month, and will apply to new advances as well as
to existing balances.
Section 2. Agreement to Lend. Subject to all of the terms and conditions
herein contained, Secured Party grants to Debtor a revolving line of credit in
the amount of $30,000,000, and Debtor may borrow, repay and reborrow up to such
amount as set forth herein. In lieu of a promissory note or other instrument
evidencing the indebtedness hereunder, Secured Party will maintain an account
reflecting Debtor's outstanding indebtedness ("Revolving Loan Account"). Failure
to make notation of any advance or other Obligations arising hereunder, however,
will not affect the obligations of Debtor. Entries in the Revolving Loan Account
and related records will be conclusive, absent manifest error.
Section 3. Term and Prepayment.
3.1 Term of Credit Line. The Line of Credit shall be available to Debtor
for an initial term ending on the last Business Day of March 1997 ("Initial
Term"); provided an Event of Default (as hereafter defined) has not occurred
during the Initial Term, the Line of Credit shall continue to be available
during successive one year periods ("Renewal Terms"), with each Renewal Term
automatically arising unless either party provides notice to the other at least
90 days in advance of the expiration of the Initial Term or a Renewal Term that
the party giving notice wishes to terminate the Line of Credit. Upon expiration
of the Initial Term or a Renewal Term without a new Renewal Term arising, the
Line of Credit shall be terminated and all amounts outstanding under the Line of
Credit, and otherwise under this Agreement, shall immediately be due and payable
without notice or demand.
3.2 Prepayment. Debtor may prepay all or any portion of the advances
hereunder at any time; provided, however, if Debtor prepays all advances and
other amounts owing under the Line of Credit, then the Line of Credit shall be
terminated and no longer available to Debtor unless Debtor continues to provide
Secured Party with the financial information required hereby and otherwise to
comply with the covenants herein. Each prepayment shall be applied first to
accrued interest and charges owing hereunder, and then to principal.
Section 4. Advances.
4.1 Conditions for Advances. As long as (a) there exists no Event of
Default, or circumstance that with the passage of time or giving of notice could
constitute an Event of Default, (b) the representations and warranties of Debtor
set forth herein are true and complete as of the date of the advance, and (c)
the credit and financial condition of Debtor are, in the sole and absolute
discretion of Secured Party, satisfactory, Secured Party will make advances to
Debtor under the Line of Credit in such amounts as Debtor may request, but in no
event may total outstanding advances hereunder exceed the Borrowing Base at any
time.
4.2 Requests for Advances. Debtor shall accompany each request for an
advance with a Borrowing Base Certificate, in the form of Exhibit A hereto or
any other form satisfactory to Secured Party ("Borrowing Base Certificate").
Each request for an advance shall constitute a representation and warranty by
Debtor that the Borrowing Base, based on the Eligible Inventory on the date of
the certificate, justifies the requested advance and that the conditions set
forth in Section 4.1(a) and (b) are satisfied. All advances shall be by check or
wire transfer and, if by wire transfer, a $12.50 wire transfer fee shall be
charged to Debtor for each transfer up to five transfers in one calendar month
and a $25 wire transfer fee shall be charged for each transfer beyond five
transfers in any one calendar month. Wire transfers to Debtor's operating
account will be made by Secured Party the next Business Day following Secured
Party's receipt of Debtor's request for an available advance.
Section 5. Interest.
5.1 Interest Rates. All advances under the Line of Credit shall bear
interest from the date made until paid at a per annum rate equal to the Prime
Rate plus 0.5%. During the continuance of an Event of Default, all amounts owing
hereunder shall bear interest at such rate plus an additional 6.0% per annum.
5.2 Rate Limitation. It is not the intention of any party to this Agreement
to make an agreement violative of the laws of any applicable jurisdiction
relating to usury. In no event shall Debtor be obligated to pay any amount in
excess of the maximum amount of interest permitted under applicable law. If
Secured Party ever receives anything of value that is deemed to constitute
excess interest under applicable law, an amount equal to such excess shall be
applied to the reduction of principal and any remainder shall be promptly
refunded to the payor.
Section 6. Payment.
6.1 Required Payments. Debtor shall immediately pay to Secured Party:
(a) Each week (in conjunction with the submission of the Borrowing Base
Certificate), if necessary, an amount sufficient to reduce the
principal amount outstanding under the Line of Credit to the Borrowing
Base;
(b) On the earlier of the twentieth day of each month or upon receipt of
Secured Party's statement, all accrued and unpaid interest for the
preceding month; and
(c) Upon the termination of the Line of Credit under Section 3 hereof, the
total outstanding principal indebtedness under the Line of Credit, all
accrued and unpaid interest, all amounts advanced and secured by this
Agreement, and all other amounts owed to Secured Party.
6.2 General Obligation. Debtor agrees that the obligation to repay each
advance made under the Line of Credit, together with interest thereon, shall not
be limited to any specific fund but shall be a direct and general liability of
Debtor. Until checks and other instruments delivered to Secured Party in payment
or on account of Debtor's obligations are actually paid to Secured Party, Debtor
agrees that such items constitute conditional payment only.
6.3 Charge to Revolving Loan Account. Secured Party is hereby authorized to
charge the interest and other charges accruing under this Agreement to the
Revolving Loan Account as of the first day of the Accounting Month following the
month in which the charge was incurred. All collections shall be applied first
to payment of any such unpaid interest or expenses, then toward the satisfaction
of the oldest unpaid advance owing by Debtor to Secured Party.
6.4 Statements of Account. At least once each month during the term of this
Agreement, Secured Party shall render to Debtor a statement of account for its
Revolving Loan Account, which statement shall be considered correct and accepted
by Debtor and conclusively binding upon Debtor unless Debtor notifies Secured
Party to the contrary within 15 days of the date on which said statements were
sent to Debtor.
Section 7. Security Interest. Debtor hereby grants Secured Party a
continuing security interest in all of the Collateral to secure to Secured Party
the prompt and complete payment and performance of the Obligations. Debtor
represents, warrants and agrees that Secured Party's security interest is
subject to only those liens permitted under Section 14.2 hereof, and Secured
Party's position in the Collateral will not change as funds are advanced by
Secured Party to Debtor under this Agreement.
Section 8. Special Provisions Relating to Inventory.
8.1 Attachment; Possession. Secured Party's security interest in the
Inventory shall continue through all steps of manufacture and sale, and shall
attach without further act to raw materials, work-in-process, finished goods,
returned goods, and proceeds resulting from sale or disposition of Inventory.
Until all Obligations have been satisfied, Secured Party's security interest in
Inventory and in all proceeds thereof shall continue in full force and effect,
and Secured Party shall have, in its discretion and at any time after the
occurrence of an Event of Default, the right to take physical possession of the
Inventory and to maintain it on Debtor's premises, in a public warehouse, or at
such place as Secured Party may remove the Inventory or any part thereof. If
Secured Party exercises its right to take possession of Inventory, Debtor will,
upon demand and at Debtor's own cost and expense, assemble the Inventory and
make it available to Secured Party at a place or places reasonably convenient to
Secured Party.
8.2 Location of Inventory. All Inventory shall be maintained at Debtor's
facilities in Forest City, Iowa, Hampton, Iowa and Lorimore, Iowa. No Inventory
shall be removed therefrom, except for the purpose of sale or finishing in the
ordinary course of Debtor's business, and except for such sales, Debtor will not
sell, encumber, grant a security interest in, dispose of or permit the sale,
encumbrance, return or disposal of any Inventory without Secured Party's prior
written consent.
8.3 Perfection; Verification. Debtor will perform any and all steps that
Secured Party may request to perfect its security interest in the Inventory,
including, without limitation, leasing warehouses to Secured Party or its
designee, placing and maintaining signs, appointing custodians, executing and
filing financing statements or continuations in form and substance satisfactory
to Secured Party, maintaining stock records and transferring Inventory to
warehouses. A physical verification of all Inventory wherever located will be
taken by Debtor at least every 12 months and, in any case, as often as
reasonably required by Secured Party, but not more than twice a year so long as
there is no Event of Default. A copy of such physical verification shall be
submitted to Secured Party. Debtor shall also submit to Secured Party a copy of
the annual physical Inventory as observed and tested by its public accountants
in accordance with standard accounting principles.
8.4 Disclaimer of Warranty. Debtor has selected both the Inventory and the
suppliers from whom Debtor acquires its Inventory, and Debtor assumes all
responsibility and risk for the existence, character, quality, condition and
value of all Inventory. DEBTOR ACKNOWLEDGES THAT SECURED PARTY HAS MADE NO
EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO ANY INVENTORY OR OTHER COLLATERAL,
INCLUDING ANY WARRANTY OF MERCHANTABILITY, QUALITY OR FITNESS, AND DEBTOR
IRREVOCABLY WAIVES ANY CLAIMS AGAINST SECURED PARTY WITH RESPECT TO THE
INVENTORY AND OTHER COLLATERAL WHETHER FOR BREACH OF WARRANTY OR OTHERWISE. Any
such claims shall not alter, diminish or otherwise impair Debtor's liabilities
or obligations to Secured Party hereunder. Secured Party does not assume any
obligations of Debtor relating to the Inventory, any Accounts Receivable, any
contract obligations, or any other obligations or duties arising from the
Collateral.
Section 9. Reporting Requirements.
9.1 Required Reports. Debtor shall deliver each of the following financial
reports ("Required Reports") to Secured Party, all of which shall be certified
by a corporate officer to be true and correct:
(a) Monthly financial statements showing the current month and
year-to-date cumulative figures, to be delivered within 20 days of the
end of each month;
(b) Concurrently with delivery of the monthly financial statements,
monthly inventory reports showing the value of Inventory by categories
for each manufacturer, the amounts owing to each manufacturer and the
aging of each category of Inventory;
(c) Weekly (each Friday) Borrowing Base Certificates when there is a
balance outstanding on the Line of Credit; and
(d) Any other reports deemed necessary by Secured Party.
9.2 Preparation of Reports. All Required Reports may be internally prepared
and shall be prepared in accordance with generally accepted accounting
principles, consistently applied ("GAAP"); provided, however, that if
discrepancies are noted from Secured Party's audits conducted pursuant to
Section 10 hereof during any two consecutive audits, which lead Secured Party to
conclude that the preparation of Required Reports are materially inaccurate,
then at Secured Party's request supported by an independent auditor's opinion
that material inaccuracies exist in Debtor's internally prepared Required
Reports, all Required Reports shall be prepared by an independent certified
public accountant acceptable to Secured Party.
9.3 Additional Reports. In addition to Required Reports, Debtor shall
deliver 12-month projections of sales, operating expenses and income for the
upcoming fiscal year at least 30 days prior to the end of each then current
fiscal year, 12-month projections of sales, operating expenses and income for
the next 12-month period within 30 days of Secured Party's request (which are to
be made no more frequently than once per month), and fiscal year end financial
statements prepared and audited by an independent certified public accountant
within 90 days of the fiscal year end; provided, however, Debtor shall use its
best efforts to expedite delivery of fiscal year end financial statements. When
Debtor causes audited year end financial statements to be prepared by an
independent certified public accountant ("Auditor") as required under this
Section, Debtor shall also engage its Auditor to undertake to advise Secured
Party of any material change in previously reported statements of accounts
receivable, accounts payable and inventory made by Debtor as well as any
adjustments made to accounts receivable, accounts payable and inventory by the
Auditor.
Section 10. Inspection and Audit Rights.
10.1 Records; Inspection. Debtor will maintain complete, accurate and
current records and books of account covering all Accounts Receivable, Inventory
(including a perpetual inventory) all other Collateral, and Debtor's business
operations and finances. From time to time during Debtor's normal business
hours, Secured Party may inspect without notice Inventory and other Collateral,
and examine, audit and make extracts from the books and records, journals of
account and other financial records of Debtor; provided, however, so long as no
Event of Default has occurred, Secured Party shall give Debtor at least 48 hours
notice of inspection. Debtor hereby authorizes all federal, state and municipal
authorities to furnish to Secured Party copies of all tax returns of Debtor and
all reports of examinations or other information of Debtor which have been made
by them.
10.2 Audit. Secured Party may conduct quarterly or more frequent audits of
Debtor's books and records as Secured Party deems necessary. Debtor shall pay
Secured Party $250 for each quarterly audit, plus reasonable per diem expenses
of the employees of Secured Party.
Section 11. Insurance.
11.1 Maintenance of Insurance. Debtor shall bear the full risk of loss from
any cause or of any nature whatsoever in respect of the Collateral. At Debtor's
own cost and expense, it shall keep all Collateral fully insured, in amounts
(including deductible or coinsurance provisions) to be agreed to by both
parties, against the hazards of fire, those hazards covered by extended coverage
insurance and such other hazards as may be required by Secured Party.
11.2 Insurance Requirements. All such insurance shall be in a form and with
companies acceptable to Secured Party, shall provide at least 30 days advance
written notice to Secured Party of cancellation, change or modification in any
term, condition or amount of protection provided therein, shall provide full
breach of warranty protection and shall provide that the coverage is "primary
coverage" for the protection of Debtor and Secured Party notwithstanding any
other coverage carried by Debtor or Secured Party protecting against similar
risks. Debtor shall cause to be delivered to Secured Party the insurance
policies thereof or proper certificates evidencing the same. Such policies shall
provide, in manner satisfactory to Secured Party, that any losses thereunder
shall be payable first to Secured Party as its interests may appear. In the
event of any loss thereunder, the carriers hereby are directed by Debtor to make
payment for such loss to Secured Party and not to Debtor and Secured Party
jointly. Debtor hereby appoints Secured Party as Debtor's attorney-in-fact with
full power and authority to do all things, including, but not limited to, making
claims, receiving payments and endorsing documents, checks or drafts, necessary
or advisable to secure payments due under any policy contemplated hereby on
account of a casualty to any Collateral. All loss recoveries received by Secured
Party upon any such insurance may be applied and credited by Secured Party to
the amounts owing by Debtor under this Agreement and any other agreement then in
effect between the parties hereto. Any surplus shall be paid by Secured Party to
Debtor, provided Debtor is not in default in any of its obligations to Secured
Party under this Agreement or otherwise. Any deficiency thereon shall be paid by
Debtor to Secured Party, on demand.
Section 12. Warranties. Debtor covenants and warrants that each of the
following is at the date of this Agreement, and will be at all times throughout
the duration of this Agreement, true and correct in all respects:
12.1 Organization. Debtor is a corporation duly organized, validly existing
and in good standing under the laws of the state of its formation and is duly
qualified and licensed to do business in every state in which the nature of its
business or the location of its properties requires it to be so qualified and
licensed, and Debtor is in good standing in every such state.
12.2 Authority; Enforceability. Debtor has full power and authority to
execute, deliver and perform all of its duties and obligations under this
Agreement and all related instruments and agreements. The execution and delivery
of this Agreement and all related instruments and agreements have been duly and
lawfully authorized, and all corporate acts and proceedings necessary or proper
in the premises have been duly done, performed and taken. This Agreement and all
related instruments and agreements constitute valid and binding obligations of
Debtor, enforceable in accordance with their terms.
12.3 No Conflict. The execution and delivery of this Agreement and all
related instruments and agreements, and the performance by Debtor of the terms
and provisions thereof, do not violate Debtor's articles of incorporation or
bylaws, any applicable law or regulation, or any decree, order, instrument or
agreement to which Debtor is a party or by which Debtor or any of its property
is bound.
12.4 Corporate Power. Debtor has the corporate power to carry on its
business as currently being conducted.
12.5 Collateral Rights. Debtor is lawfully possessed and the sole owner of
the Collateral, free of any pledge, lien, encumbrance or adverse claim of any
kind or character, legal or equitable, except (a) the security interest created
by this Agreement, (b) the interests of other certain creditors in Inventory
that are subordinated to Secured Party's interest by a written subordination
agreement satisfactory to Secured Party, (c) encumbrances on Inventory in favor
of manufacturers of raw materials and components, to the extent the related
indebtedness is subtracted in the calculation of the Borrowing Base hereunder,
and (d) as otherwise consented to by Secured Party in writing (collectively,
"Permitted Liens"). Debtor has authority to encumber and pledge the Collateral
in the manner and form provided for in this Agreement.
12.6 Litigation; Material Adverse Change. There are no suits or
proceedings, pending or threatened, before any court or administrative agency
which will materially adversely affect the financial condition or operations of
Debtor, and no circumstance has occurred or exists that could cause or
constitute a material adverse change in the business, operations, properties,
prospects or financial condition of Debtor from the date hereof.
12.7 Tax Returns. Debtor has duly filed all federal, state and other
governmental tax returns that it is required by law to file, and all taxes and
other sums which may be due from or against Debtor to the United States, any
state or other governmental authority have been fully paid. Debtor maintains
reserves adequate in amount to fully pay all such tax liabilities as they
accrue.
12.8 Accuracy of Reports. The Required Reports and other information
furnished by Debtor to Secured Party pursuant to this Agreement are true,
accurate and complete in all respects.
12.9 Financial Statements. All financial data which Debtor furnishes to
Secured Party will be taken from the books and records of Debtor kept in
accordance with GAAP, and the balance sheets and other financial statements so
furnished will reflect accurately the financial condition of Debtor as of the
dates and for the periods shown.
12.10 Location of Books and Inventory. Debtor will maintain all books and
records and all Inventory at its existing place of business at 605 Crystal Lake
Road, Forest City, Iowa, and shall immediately notify Secured Party in writing
of any change of such addresses or of any additional addresses.
Section 13. Affirmative Covenants. During the term of this Agreement and as
long as any of the Obligations remain unpaid and until the terms and conditions
of this Agreement have been fully performed, Debtor will:
13.1 Further Assurances. On request of Secured Party, execute and deliver
to Secured Party any and all additional instruments or agreements which Secured
Party may from time to time determine necessary or convenient to evidence or
effectuate this Agreement or the advances and other matters contemplated hereby,
including to evidence, perfect, continue or enforce the security interest
granted herein;
13.2 Compliance with Law. Comply with all applicable laws, statutes and
governmental regulations;
13.3 Taxes and Charges. Pay and discharge, before any penalty attaches
thereto for nonpayment thereof, all taxes, assessments, fees and charges of any
kind levied upon or assessed against Debtor, the Collateral, any income
therefrom, or Secured Party's rights or interests hereunder; provided, however,
that Debtor shall not be required to pay any such taxes, assessments, fees or
charges as long as it shall in good faith contest the validity thereof by
appropriate proceedings, with adequate reserves satisfactory to Secured Party;
13.4 Other Contracts. Perform in a timely manner all covenants, obligations
and agreements of Debtor under each lease, mortgage, deed of trust, or other
encumbrance or agreement relating to any property owned or leased by Debtor;
13.5 Collateral Information. Notify Secured Party immediately of any
information which Debtor has or may receive with regard to any event or
circumstance which might in any way materially adversely affect the value of any
Collateral or the rights or remedies of Secured Party with respect thereto;
13.6 Expenses. Pay to Secured Party all reasonable attorneys' fees and all
proper expenses which may be expended or incurred by Secured Party in
perfecting, enforcing or attempting to enforce any terms of or rights under this
Agreement, or with respect to any matter relating hereto;
13.7 Assignment of Rights. On request of Secured Party, assign to and
perfect for the benefit of Secured Party, any security interest or other lien
that Debtor may have in any Collateral in the possession of any party other than
Debtor or Secured Party;
13.8 Indemnification. Indemnify and hold harmless Secured Party, its parent
company, subsidiaries and all of their directors, officers, employees, agents,
successors, attorneys and assigns from and against any claim, suit, proceeding,
loss, damage, cost, expense or liability (including attorneys' fees) arising out
of the operation of Debtor's business, the Collateral, this Agreement and any
related instruments or agreements, or any matters or transactions relating to
the foregoing, including, without limitation, the exercise of Secured Party's
rights with respect to the Collateral, any alleged failure by Debtor to comply
with any federal or state law or regulation in connection with the Collateral or
Debtor's business, and any use, generation, manufacture, treatment, production,
storage, release, threatened release, discharge, disposal or presence of a
hazardous substance on, under or about Debtor's property (owned or leased) or
operations; for these purposes, the "hazardous substances" means any substance
which is or becomes designated as "hazardous" or "toxic" under any federal,
state or local law, and this indemnity shall survive repayment of Debtor's
objections to Secured Party;
13.9 Other Information. Furnish to Secured Party such other information
concerning the business affairs, properties, financial condition and/or
operation of Debtor's business as Secured Party may from time to time reasonably
request;
13.10 Existence. Cause to be done all things necessary to preserve and
maintain its existence and authority to do business in whatever states Debtor
may now or in the future do business during the term of this Agreement;
13.11 Notices. Give Secured Party prompt notice of any actual or alleged
defaults by Debtor in any payment owing to or under any loan agreement or
commitment with any other creditor; give Secured Party prompt notice of any
material adverse change in its financial condition, business or prospects, of
the occurrence of an Event of Default, or of the filing of any suit or
proceeding in which an adverse decision could have a material adverse effect
upon it or its business; and give Secured Party prompt notice in writing in
advance of any name or address change and the effective date of such change
before the change occurs;
13.12 Place of Business. Continue to maintain its principal place of
business in the state of Iowa;
13.13 Current Ratio. Maintain a current ratio of at least 1.5 to 1 at all
times ("current ratio" means the ratio of current assets to current liabilities,
both as determined in accordance with GAAP);
13.14 Net Working Capital. Maintain net working capital of at least
$35,000,000 at all times ("net working capital" means current assets minus
current liabilities, both as determined in accordance with GAAP); and
13.15 Net Worth. Maintain a net worth of at least $60,000,000 at all times
("net worth" means shareholders' equity determined in accordance with GAAP).
Section 14. Negative Covenants. During the term of this Agreement and as
long as any of the Obligations remain unpaid and until the terms and conditions
of this Agreement have been fully performed, Debtor will not, without the prior
written consent of Secured Party:
14.1 Change in Management. Make or permit any material change in the
management of Debtor without Secured Party's prior written consent, which
Secured Party agrees will not be unreasonably withheld;
14.2 Pledge or Transfer of Collateral. Pledge, assign, encumber, transfer,
or permit, create or suffer any lien to be placed upon or against any of the
Collateral, except for Permitted Liens and sales of Inventory in the ordinary
course of business;
14.3 Change in Business. Make any material change in the type of business
it now conducts or enter into any new line of business; for purposes of this
covenant, Debtor's business is considered the sale, manufacturing and marketing
of recreational vehicles;
14.4 Sale of Assets. Sell, lease, transfer or otherwise dispose of any
property or assets of Debtor, or place any Collateral in the possession of any
other person or business entity, except in the ordinary course of business;
14.5 Merger. Consolidate or merge with or into any other entity if such
merger or consolidation results in a material adverse change in Debtor's
financial condition, business or prospects, as determined by Secured Party in
its sole discretion; and
14.6 Transactions with Affiliates. Enter into any transaction with any
affiliate of Debtor, except on terms no less favorable that those that would be
available in an arms-length transaction.
Section 15. Events of Default. This Agreement and the Obligations shall be
in default upon the occurrence of any of the following (each, an "Event of
Default"):
15.1 Payment. Debtor shall fail to make any payment required to be made
under this Agreement, or any other financing agreement, security agreement or
other agreement between Debtor and Secured Party relating to the Obligations or
otherwise, and whether Secured Party is an original party or assignee;
15.2 Performance. Debtor shall fail to perform or observe any other
covenant, obligation or agreement in this Agreement, or any other financing
agreement, security agreement or other agreement between Debtor and Secured
Party relating to the Obligations or otherwise, and whether Secured Party is an
original party or assignee;
15.3 Misrepresentation. Any representation or warranty of Debtor or any
other information whatsoever provided by or on behalf of Debtor to Secured Party
shall prove to have been untrue or misleading in any material respect when made
or when in effect;
15.4 Material Change. Any material adverse change in Debtor's financial
condition or means or ability to repay, or the occurrence of any other event as
a result of which Secured Party deems itself insecure;
15.5 Insolvency. Debtor shall become insolvent, be unable to pay its debts
or cease to do business as a going concern;
15.6 Involuntary Proceedings. By the order of a court of competent
jurisdiction, a receiver, custodian, liquidator or trustee of Debtor or of a
substantial part of the Collateral shall be appointed, by decree of court Debtor
or any of its property shall be sequestered, a tax lien shall be filed against
Debtor's property, or an involuntary petition to reorganize or liquidate Debtor
pursuant to the Federal Bankruptcy Code, as it now exists or as it may hereafter
be amended, or pursuant to any other analogous statute applicable to Debtor now
or hereinafter in effect, shall be filed against Debtor and such order or
petition shall not be dismissed or stayed within 60 days;
15.7 Voluntary Proceedings. Debtor shall file a voluntary petition for
bankruptcy under any provision of any bankruptcy law or a petition to take
advantage of any insolvency act, shall make an assignment for the benefit of its
creditors, shall admit in writing an inability to pay its debts generally as
they become due, shall consent to the appointment of a receiver or receivers of
all or any part of the Collateral, or shall consent to the filing of any
bankruptcy, arrangement or reorganization petition by or against it under any
provision of any bankruptcy law;
15.8 Other Indebtedness. Debtor shall default on any payment relating to
any indebtedness of $500,000 or more owing to any other creditor, or shall
default in the performance of any term or condition relating to any such
indebtedness, in each case beyond any applicable grace period;
15.9 Judgments. A final judgment or order for the payment of money is
rendered against Debtor which exceeds $100,000 and which is not satisfied or
bonded over within 15 days of the date the judgment or order enters; or
15.10 Invalidity. This Agreement or any related instrument or agreement
shall at any time for any reason cease to be in full force and effect, or shall
be declared to be null and void, or the validity or enforceability thereof shall
be contested by Debtor, or Debtor shall deny that it has any further liability
or obligation thereunder.
Section 16. Remedies.
16.1 Remedies Upon Event of Default. Upon the happening of an Event of
Default, Secured Party shall have all of the rights and remedies provided in
this Agreement or any other agreement between Debtor and Secured Party, as well
as those rights and remedies provided by any applicable law, rule or regulation,
including the remedies of a secured party under the Iowa Uniform Commercial
Code. In conjunction with and in addition to any of the foregoing rights and
remedies of Secured Party, Secured Party may:
(a) Declare the Line of Credit to be terminated, or modify the conditions
for advances thereunder;
(b) Declare any or all Obligations to Secured Party including, but not
limited to, all indebtedness owing under the Line of Credit, although
otherwise unmatured and contingent, to be due and payable immediately
without presentment, notice, demand or protest, all of which are
hereby waived by Debtor;
(c) Enforce any or all rights in or with respect to any Collateral;
(d) Immediately take possession, with or without legal process, of any or
all of the Collateral wherever it may be found, using self-help to do
so, and for that purpose Secured Party, for itself or as agent of
Debtor, may enter upon any premises upon which the Collateral is
situated and remove the same therefrom, without such entry
constituting a breach of the peace, or require Debtor to assemble the
Collateral and return it to Secured Party at Debtor's expense at a
place designated by Secured Party, and Debtor waives all claims or
damages due to or arising from or connected with any such action;
(e) Lease, sell or otherwise dispose of all or any of the Collateral, in
its then condition, at public or private sale or sales, with such
notice as may be required by law (it being agreed by Debtor that, in
the absence of any contrary requirement of law, 10 days prior notice
of a public or private sale of Collateral shall be deemed reasonable
notice), in its sole discretion, may deem advisable. Such sales may be
adjourned from time to time with or without notice. Secured Party
shall have the right to conduct such sales on Debtor's premises or
elsewhere and shall have the right to use Debtor's premises without
charge for such sales for such time or times as Secured Party may see
fit. Secured Party is hereby granted a license or other right to use,
without charge, Debtor's labels, patents, copyrights, rights of use of
any name, trade secrets, trade names, trademarks and advertising
matter, or any property of a similar nature, as it pertains to the
Collateral, in advertising for sale and selling any Collateral, and
Debtor's rights under all licenses and all franchise agreements shall
inure to Secured Party's benefit; and/or
(f) Take control of any funds generated by the Collateral, notify account
debtors to make payment to an account or location designated by
Secured Party, exercise all rights and remedies under any agreement
relating to any Collateral, and in Secured Party's name or Debtor's
name, demand, collect, receipt for, settle, compromise, sue for,
repossess, accept returns of, foreclose or realize upon any
Collateral, including without limitation Accounts Receivable and
related instruments and security therefor. Secured Party shall not be
chargeable with responsibility for the accuracy or validity of any
document, for the existence or value of any Collateral, for
performance of any obligations under any contract relating to any
Account Receivable, or for failure to collect any amounts owing on any
Account Receivable. After an Event of Default, Debtor may not adjust,
settle, compromise, extend or waive the amount, payment or performance
of any obligations relating to any Account Receivable, without the
prior consent of NationsCredit.
16.2 Application of Proceeds. Secured Party may purchase all or any part of
the Collateral at public or, if permitted by law, private sale and, in lieu of
actual payment of such purchase price, may set off the amount of such price
against the Obligations. The proceeds realized from the sale of any Collateral
shall be applied first to the costs, expenses and attorneys' fees incurred by
Secured Party for collection, acquisition, completion, protection, removal,
storage, sale, other disposition and delivery of the Collateral; second, to any
accrued and unpaid late charges or other fees; third, to any accrued and unpaid
interest; and fourth, to any other sums required to be paid by Debtor to Secured
Party under this Agreement or otherwise. If any deficiency shall arise, Debtor
shall remain liable to Secured Party therefor, with interest at the default rate
set forth herein.
Section 17. Applicable Law.
17.1 Governing Law. This Agreement, and all related instruments and
agreements, shall be governed by the laws of the Commonwealth of Pennsylvania.
17.2 WAIVER OF JURY TRIAL. DEBTOR AND SECURED PARTY HEREBY WAIVE ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR DISPUTE RELATING TO THIS AGREEMENT,
ANY RELATED INSTRUMENT OR AGREEMENT, THE OBLIGATIONS OR ANY RELATED MATTER.
17.3 Jurisdiction. The parties agree that the courts of the Commonwealth of
Pennsylvania, including the United States District Court for the Eastern
District of Pennsylvania, shall have jurisdiction to hear and determine any
claim, dispute or demand pertaining to this Agreement, and they expressly submit
and consent to such jurisdiction. Debtor hereby waives personal service of any
Summons and Complaint or other process to be issued in any action or proceeding
based upon any such claim, dispute or demand, and hereby agrees that service of
such Summons and Complaint or other process, may be made by registered or
certified mail to Debtor at the address appearing herein. Should Debtor fail to
appear or answer any Summons, Complaint, or process so served, within 30 days
after the mailing thereof, Debtor shall be deemed in default and Secured Party
shall be entitled to enter a judgment or order as demanded or prayed for
therein. Nothing herein shall affect Secured Party's right to serve process in
any other manner provided by law, or to commence legal proceedings or otherwise
proceed against Debtor in the state or federal courts of any other jurisdiction.
Section 18. Miscellaneous.
18.1 Notices. Whenever notice is given pursuant to this Agreement or
otherwise, it shall be in writing and shall be deemed to have been given when
delivered in person, sent by facsimile transmission or deposited in the United
States mails, postage prepaid, return receipt requested, addressed to the person
to whom the notice is given at the following facsimile telephone number or
mailing address, or at such other facsimile telephone number or mailing address
as may hereafter be designated by a party pursuant to notice in writing:
(a) Notice to Secured Party:
NationsCredit Commercial Corporation
1105 Hamilton Street
Allentown, PA 18101
Attn: Director of Client Administration
Facsimile No: 610-778-3209
(b) Notice to Debtor:
Winnebago Industries, Inc.
605 Crystal Lake Road
Forest City, Iowa
Attention: Fred G. Dohrman, President
Facsimile No: 515-582-6806
18.2 Entire Agreement and Modifications. The making, execution and delivery
of this Agreement by the parties has been induced by no representations,
statements, warranties or agreements other than those expressed in this
Agreement. This Agreement embodies the entire understanding of the parties and
there are no further or other agreements or understandings, written or oral, in
effect between the parties relating to its subject matter unless expressly
referred to in this Agreement. Modification of this Agreement by the parties may
be made only in writing.
18.3 Estoppel and Waiver. No term or condition of this Agreement shall be
deemed to have been waived, nor shall there be an estoppel against the
enforcement of any provision of this Agreement, except by written instrument of
the party charged with such waiver or estoppel. No such written waiver shall be
deemed a continuing waiver unless specifically stated therein and each such
waiver shall operate only as to the specific term or condition waived and shall
not constitute a waiver of such term or condition for the future or as to any
act other than that specifically waived.
18.4 Relationship of Parties. Nothing in this Agreement or any related
instrument or agreement, or in the parties' course of dealing, shall be
construed to create any partnership or joint venture agreement or relationship
between Secured Party and Debtor. The relationship between Secured Party and
Debtor is solely one of creditor and debtor; no fiduciary relationship exists
between Secured Party and Debtor, each agreeing that both parties' interests are
best served when each party acts for its own interests and not on behalf of the
other.
18.5 Assignment. Debtor may not assign any of its rights or obligations
under this Agreement or any related instrument or agreement, without the prior
written consent of Secured Party. Secured Party agrees that it will not assign
any of its rights or obligations under this Agreement or any related instrument
or agreement, without the prior written consent of Debtor; provided, however,
Debtor's consent shall not be necessary for any assignment arising as part of
any (a) sale of all or any material portion of Secured Party's loan portfolio,
(b) the sale of all or a material portion of the loan portfolio of one of its
internal divisions, or (c) sale of the capital stock of or a merger of Secured
Party to or with another person or entity, or any other change in or to Secured
Party occurring by operation of law.
18.6 Construction. The headings of sections herein are included solely for
convenience of reference and shall not control the meaning or interpretation of
any of the provisions of this Agreement. Whenever applicable, the pronouns
designating the masculine and/or neuter shall equally apply to the feminine,
neuter and masculine genders and the singular shall include the plural.
18.7 Power of Attorney. Debtor hereby irrevocably appoints Secured Party,
including such employees and other representatives as Secured Party may
designate, as Debtor's true and lawful agent and attorney, with power of
substitution, to do the following in its place and stead: to execute and deliver
in the name of Debtor UCC financing statements, amendments and continuations,
and other lien filings relating to any Collateral; to cause the same to be
properly filed or recorded in the appropriate office of any jurisdiction; to
endorse Debtor's name upon any notes, checks, drafts, money orders and other
forms of instruments made payable to Debtor; to make, execute and deliver in the
name of Debtor as maker any promissory note(s) or other instruments evidencing
any outstanding Obligations; and generally to do and perform all acts and things
necessary to effect the terms and intent of this Agreement or otherwise in
discharge of the powers hereby granted, which shall specifically include the
making of any acknowledgements and affidavits necessary for filing or recording
of any of the foregoing. The foregoing powers are coupled within an interest and
shall be irrevocable, without the prior written consent of Secured Party, as
long as any Obligations remain outstanding.
18.8 Secured Party's Right to Perform. If Debtor fails to perform any act
required hereunder, including the payment of taxes, liens and insurance premiums
relating to the Collateral, Secured Party may (but shall not be required to)
perform or cause performance of such act. Any amounts expended or incurred by
Secured Party in the performance of any such act or in the enforcement of this
Agreement shall constitute part of the Obligations, will bear interest at the
default rate and will be payable upon demand. All rights and remedies of Secured
Party hereunder are cumulative. No delay of Secured Party in exercising any
right hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of a right preclude other or further exercise thereof or of any
other right hereunder.
18.9 Counterparts. This Agreement may be executed in counterparts and all
counterparts so executed shall constitute one agreement binding on all parties
hereto, notwithstanding that all the parties are not signatories to the same
instrument.
18.10 Severability. The invalidity or unenforceability of any of the
provisions of the Agreement shall not affect any other provision and this
Agreement shall be construed in all respects as if such invalid or unenforceable
provision were omitted.
IN WITNESS WHEREOF, the parties have executed this Third Restated Financing
and Security Agreement as of the date first set forth above.
WINNEBAGO INDUSTRIES, INC.
By /s/ Fred G. Dohrmann
Title: President & Chief Executive Officer
NATIONSCREDIT COMMERCIAL CORPORATION
By /s/ unreadable
Title: SVP/Director of Client Administration
Exhibit A
to
Third Restated Financing and Security Agreement
FORM OF BORROWING BASE CERTIFICATE
ADDENDUM NO. 1
TO
AMENDED AND RESTATED
WINNEBAGO INDUSTRIES, INC.
DEFERRED COMPENSATION PLAN
I.
CONTEXT
SECTION 1.1. This Addendum No. 1 is made effective as of September 1, 1994
(the "ADDENDUM EFFECTIVE DATE") and amends and supplements that certain Amended
and Restated Winnebago Industries, Inc. Deferred Compensation Plan (Effective
September 12, 1990) (the "1990 PLAN DOCUMENT"). The 1990 Plan Document
established and governs the Winnebago Industries, Inc. Deferred Compensation
Plan (the "PLAN"). The purpose of the Plan is to provide certain key employees
and non-employee members of the Board of Directors of Winnebago Industries, Inc.
(the "EMPLOYER") and its affiliates with an opportunity to defer a portion of
their compensation as a means of saving for their retirement, disability, death
or other purposes.
SECTION 1.2. Pursuant to the 1990 Plan Document, eligible employees may
elect to defer a portion of their compensation by executing and delivering a
participation agreement to the committee appointed to administer the Plan (the
"COMMITTEE"). Compensation deferred pursuant to a participation agreement is
credited to an individual account maintained for the eligible employee. The
individual account is further credited by applying to each deferral an accrual
factor equal to the annual rate stated in each respective participation
agreement or inherent in the benefits table attached to such participation
agreement. Benefits are determined upon the retirement, disability or death of a
participant of the Plan by reference to the balance of such participant's
individual account and in accordance with the terms of the 1990 Plan Document.
SECTION 1.3. Pursuant to the 1990 Plan Document, the Committee may amend
the Plan at any time. The Committee, with the advice and consent of the Board of
Directors of the Employer, has determined that it is in the best interest of the
Employer and its shareholders and employees (including participants of the Plan)
to amend certain provisions of the Plan as provided herein.
II.
DEFINITIONS
SECTION 2.1. Capitalized terms used herein shall, if defined in the 1990
Plan Document, have the meaning ascribed to them therein. Other capitalized
terms shall have the meanings ascribed to them in Article I hereof or as
follows:
"AGE 55 BENEFIT" means the present value equivalent (using a discount rate
of 6 percent per annum) of the Participant's Normal Benefit at the time
Participant attains the age of 55, or, in the case of a Participant who has
attained age 55, then the actuarial equivalent of the Participant's Normal
Benefit at the Participant's age (but in no event shall the Age 55 Benefit
exceed the Normal Benefit).
"BENEFIT CAP" means, with respect to Group A Participants, an amount
determined under the following formula: 4% x Years of Service x Highest Base
Salary. The term, with respect to Group B Participants, means an amount
determined under the following formula: 3% x Years of Service x Highest Base
Salary.
"EXCESS BENEFIT SUBACCOUNT" means a subaccount of a Participant's
individual account determined in the manner set forth in Section 4.2 hereof.
"GROUP A PARTICIPANTS" means those Participants that have been classified
by the Committee as Group A Participants.
"GROUP B PARTICIPANTS" means those Participants that have been classified
by the Committee as Group B Participants.
"GROUP C PARTICIPANTS" means those Participants that have been classified
by the Committee as Group C Participants.
"HIGHEST BASE SALARY" means the highest annual base salary (exclusive of
all bonuses and fringe benefits) earned by a Participant as an employee of the
Employer or its Affiliates (or in the case of a non-employee board member, the
highest annual director fees paid to the Participant by the Employer or its
Affiliates).
"REGULAR BENEFIT SUBACCOUNT" means a subaccount of a Participant's
individual account determined in the manner set forth in Section 4.2 hereof.
"YEARS OF SERVICE" means the number of full years that a Participant has
been employed by the Employer or its Affiliate or has been a non-employee member
of the Board of Directors of the Employer or its Affiliate; provided, however,
for purposes of this
Addendum, the maximum number of Years of Service that shall be credited to any
Participant shall be 25.
III.
CLASSIFICATION OF PARTICIPANTS
The Employer has classified the Participants into Groups A, B and C. The
Committee has notified each Participant of his or her classification.
IV.
LIMITATION ON FUTURE DEFERRALS
SECTION 4.1. Group C Participants shall not be entitled to make additional
deferrals following the Addendum Effective Date.
SECTION 4.2. A Group A Participant and a Group B Participant shall be
entitled to make additional deferrals following the Addendum Effective Date only
to the extent that the Age 55 Benefit of such Participant does not exceed that
Participant's Benefit Cap. In the event the Age 55 Benefit of a Group A
Participant or a Group B Participant exceeds his or her Benefit Cap, then the
individual account of such Participant shall be divided into two subaccounts:
the Regular Benefit Subaccount and the Excess Benefit Subaccount. The Regular
Benefit Subaccount shall account for deferrals and accruals thereon only to the
extent necessary to generate the Benefit Cap; any remaining balance in the
individual account shall be accounted for in the Excess Benefit Subaccount. In
allocating the individual account between the Regular Benefit Subaccount and the
Excess Benefit Subaccount, the earliest deferrals (and the accruals relating
thereto) shall first be credited to the Regular Benefit Subaccount. Amounts may
be transferred from the Excess Benefit Subaccount to the Regular Benefit
Subaccount in the event of an increase in the Participant's Age 55 Benefit
(caused by an increase in the Participant's age above 55, Years of Service or
Highest Base Salary).
V.
RATE OF RETURN ON DEFERRALS
SECTION 5.1. Group C Participants shall be entitled to a rate of return on
their deferrals, through the Addendum Effective Date, equal to the rate stated
in, or inherent in the benefit tables attached to, the Participation Agreement
relating to each respective deferral. Following the Addendum Effective Date, all
deferrals (and all accruals thereon) in the Group C Participants' individual
accounts shall be credited with a single rate as determined by the Board from
time to time.
SECTION 5.2. Group A Participants and Group B Participants shall be
entitled to a rate of return on deferrals equal to the rate stated in, or
inherent in the tables attached to, to the Participation Agreement relating to
each respective deferral; provided, however, that the foregoing shall only apply
to: (i) deferrals made prior to the Addendum Effective Date; and (ii) deferrals
accounted for in the Regular Benefit Subaccount. Deferrals made after the
Addendum Effective Date, and those accounted for in the Excess Benefit
Subaccount, shall be credited with a rate as determined by the Board from time
to time.
SECTION 5.3 The provisions of the 1990 Plan Document defining the Normal
Benefit (and any other benefit determined by reference to the Normal Benefit),
and the provisions of each Participation Agreement setting forth the benefit
attributable to, or the accrual rate applicable to, deferrals made pursuant
thereto, are modified to the extent necessary to be consistent with the
provision of this Article V. Notwithstanding the foregoing, nothing herein shall
be construed to modify the provisions of the 1990 Plan Document dealing with the
amount payable to a Participant upon Termination of Services (if governed by
Section 7.4(a) of the 1990 Plan Document) or upon termination of the Plan (as
set forth in Article IX of the 1990 Plan Document); in each case the obligation
of the Employer under the Plan shall be limited to a payment of Stated Deferrals
together with interest at the rate determined from time to time by the
Committee.
VI.
REPORTS TO PARTICIPANTS
SECTION 6.1. The Committee shall cause to be prepared and delivered to each
Participant a report, as of the Addendum Effective Date, setting forth the
deferrals comprising the Participant's individual account (and separately
identifying the Regular Benefit Subaccount and the Excess Benefit Subaccount, if
applicable) and identifying the Regular Benefit Subaccount and the Excess
Benefit Subaccount, if applicable) and identifying the accrual rate attributable
to such deferrals before and after the Addendum Effective Date. Unless the
Participant objects in writing to the information contained in such report
within 60 days after the Participant's receipt thereof, all information
contained therein shall be conclusive and binding on the Participant and his
beneficiaries and successors.
SECTION 6.2. Not later than April 1 of each year, the Committee shall cause
to be prepared and delivered to each Participant a report which sets forth, as
of such date, the same information as provided for in Section 6.1 hereof. Unless
the Participant objects in writing to the information contained in such report
within 60 days after the Participant's receipt thereof, all information
contained therein shall be conclusive and binding on the Participant and his
beneficiaries and successors.
VII.
AMENDMENTS
SECTION 7.1. Nothing herein shall be construed as eliminating or otherwise
affecting the Committee's and the Employer's right to amend or terminate the
Plan (including any of the provisions of this Addendum) as provided in the 1990
Plan Document.
ADOPTED as of the Addendum Effective Date.
WINNEBAGO INDUSTRIES, INC. WINNEBAGO INDUSTRIES, INC.
DEFERRED COMPENSATION PLAN
COMMITTEE
BY: __________________________________ BY: _______________________________
TWENTIETH CENTURY
ADOPTION AGREEMENT # 001
SHORT-FORM NONSTANDARDIZED CODE SS.401(k) PROFIT SHARING PLAN
The undersigned, Winnebago Industries, Inc. ("Employer"), by executing this
Adoption Agreement, elects to become a participating Employer in the Twentieth
Century Defined Contribution Master Plan (basic plan document # 01) by adopting
the accompanying Plan and Trust in full as if the Employer were a signatory to
that Agreement. The Employer makes the following elections granted under the
provisions of the Master Plan.
Note: For any "Specify" option, the Employer may attach an addendum to the
Adoption Agreement setting forth its provision if the available space is not
sufficient.
ARTICLE I
DEFINITIONS
1.03 PLAN. The name of the Plan as adopted by the Employer is Winnebago
Industries Inc. Profit Sharing and Deferred Savings and Investment Plan.
1.07 EMPLOYEE. The following Employees are not eligible to participate in
the Plan: (Choose (a) or at least one of (b) through (e))
[ ] (a) No exclusions.
[X] (b) Collective bargaining employees (as defined in Section 1.07 of the
Plan). [Note: If the Employer excludes union employees from the Plan,
the Employer must be able to provide evidence that retirement benefits
were the subject of good faith bargaining.]
[ ] (c) Nonresident aliens who do not receive any earned income (as defined in
Code ss.911(d)(2)) from the Employer which constitutes United States
source income (as defined in Code ss.861(a)(3)).
[ ] (d) Leased Employees treated as Employees under Section 1.31 of the Plan.
[ ] (e) (Specify) ___________________________________________________________
_____________________________________________________________________
RELATED EMPLOYERS. If any member of the Employer's related group (as defined in
Section 1.30 of the Plan) executes a Participation Agreement to this Adoption
Agreement, such member's Employees are eligible to participate in this Plan,
unless excluded by reason of an exclusion classification elected under this
Adoption Agreement Section 1.07. If any member of the Employer's related group
does not execute a Participation Agreement, that related group member's
Employees are not eligible to participate in the Plan unless, in an addendum,
the Employer designates the Employees of that nonparticipating related group
member as eligible to participate in the Plan.
1.12 COMPENSATION. The Employer makes the following election(s) regarding
the definition of Compensation for purposes of the contribution/allocation
formula in Article III: (Choose (a) or at least one of (b) through (e))
[X] (a) No modifications to the definition in Section 1.12 of the Plan.
[ ] (b) W-2 wages in lieu of the definition in Section 1.12 of the Plan. W-2
wages means wages for federal income tax withholding purposes, as
defined under Code ss.3401(a), plus all other payments to an Employee
in the course of the Employer's trade or business, for which the
Employer must furnish the Employee a written statement under Code
ss.6041(d) and 6051(a)(3), disregarding any rules limiting the
remuneration included as wages under this definition based on the
nature or location of the employment or service performed. As long as
the instructions to Box 10 of Form W-2 are consistent with the
instructions for the 1991 Form W-2, the Employer may treat the amount
reported in Box 10 as satisfying this definition.
[ ] (c) The Plan excludes reimbursements or other expense allowances, fringe
benefits (cash and noncash), moving expenses, deferred compensation
and welfare benefits.
[ ] (d) The Plan increases Compensation by the amount of elective
contributions (as defined in Section 1.12 of the Plan) made on the
Participant's behalf.
[X] (e) (Specify) The definition of Compensation in Section 1.12, without
modification except as already provided in the Basic Plan Document,
shall be used for all purposes (i.e. to impose the annual additions
limitations of ss.415 of the Code, to determine HCEs under ss.414(q)
of the Code and to conduct the ADP and ACP tests on elective deferrals
and matching contributions); except that for the purpose of allocating
matching and nonelective contributions under Article 3 of the Plan,
Compensation shall mean cash compensation paid to an Employee, without
bonuses, overtime pay, or commissions, and also without the value of
all welfare and other non-cash benefits.
If, for any Plan Year, the Plan uses a permitted disparity formula to allocate
Employer nonelective contributions, any election of Option (e) is ineffective
for such Plan Year with respect to any Nonhighly Compensated Employee's
allocation under that formula unless the elected definition satisfies Code ss.
414(s).
SALARY REDUCTION CONTRIBUTIONS/MATCHING CONTRIBUTIONS. Unless otherwise
specified in (e), the following rules apply to salary reduction contributions
and matching contributions: (1) any limitation on matching contributions based
on Compensation applies to Compensation paid during the period the Employee is
eligible to participate under the Code ss.401(k) arrangement; and (2) if the
Employee makes elective contributions to another plan maintained by the
Employer, the Advisory Committee will determine the amount of the Employee's
salary reduction contribution for the withholding period prior to the reduction
elected under the other plan.
1.17 PLAN YEAR/LIMITATION YEAR. Plan Year and Limitation Year mean: (Choose
(a) or (b))
[ ] (a) The 12 consecutive month period ending every _______________________.
[X] (b) (Specify) Through August 31, 1994, the Plan Year and Limitation Years
is the 12 consecutive month period ending every August 31. There will
be a short Plan Year and Limitation year from September 1, 1994 to
December 31, 1994. Thereafter, the Plan Year and Limitation Year will
be the 12 consecutive month period ending every December 31.
1.18 EFFECTIVE DATE. (New plans must choose (a); restated plans must choose
(b))
[ ] (a) NEW PLAN. The "Effective Date" of the Plan is ______________________.
[X] (b) RESTATED PLAN. The restated Effective Date is June 1, 1994. This Plan
is a substitution and amendment of an existing retirement plan(s)
originally established March 1, 1969.
[ ] (c) SPECIAL EFFECTIVE DATES. The following special Effective Dates apply:
_____________________________________________________________________
_____________________________________________________________________.
1.27 HOUR OF SERVICE. The crediting method for Hours of Service is: (Choose
at least one)
[X] (a) The actual method.
[ ] (b) The ___________________________________________ equivalency method.
[Note: Insert "daily," "weekly," "semi-monthly payroll periods" or
"monthly."]
[ ] (c) In lieu of the equivalency method stated in (b), the actual method
applies for purposes of _____________________________________________
_____________________________________________________________________.
1.29 SERVICE FOR PREDECESSOR EMPLOYER. [Note: The Employer may attach a
schedule to this Adoption Agreement Section 1.29 designating predecessor or
prior employers and the applicable service crediting elections. If this Plan is
a successor of a plan maintained by a predecessor employer, see Section 1.29 of
the Plan for certain predecessor service automatically taken into account.]
1.31 LEASED EMPLOYEES. [Note: If the Plan covers any Leased Employee who
also participates in a plan maintained by the leasing organization, the Plan
will not reduce that Leased Employee's allocation of Employer contributions
under this Plan except as provided in an addendum.]
ARTICLE II
EMPLOYEE PARTICIPANTS
2.01 ELIGIBILITY.
ELIGIBILITY CONDITIONS. To become a Participant in the Plan, an Employee must
satisfy the following eligibility conditions: (Choose at least one of (a), (b)
and (c); (d) and (e) are optional)
[ ] (a) Attainment of age ____________________(specify age, not exceeding 21).
[X] (b) One Year of Service.
[ ] (c) (Specify) ___________________________________________________________
_____________________________________________________________________.
[Note: Any specified service requirement may not exceed either the
one-year requirement in (b) or, for any portion of the plan other than
the Code ss.401(k) arrangement, the two-year requirement in Code
ss.410(a)(1)(B), depending on the vesting schedule elected in Section
5.03, and any specified age requirement may not exceed 21.]
[ ] (d) A Participant prior to the restated Effective Date may not continue as
a Participant unless he satisfies the eligibility conditions of this
Section 2.01. [Note: If the Employer does not elect (d), current
Participants need not complete the eligibility conditions of this
Section 2.01.]
[ ] (e) The eligibility conditions of this Section 2.01 apply solely to an
Employee employed by the Employer after . If the Employee was employed
by the Employer on or before the specified date, the Employee will
become a Participant on the later of the Effective Date or his
Employment Commencement Date.
PLAN ENTRY DATE. "Plan Entry Date" means the Effective Date and: (Choose (f) or
(g))
[ ] (f) Semi-annual Entry Dates. The first day of the Plan Year and the first
day of the seventh month of the Plan Year.
[X] (g) (Specify entry dates) Prior to September 1, 1994, entry dates are at
the beginning of each calendar quarter. On and after September 1,
1994, entry dates are the first day of each month.
TIME OF PARTICIPATION. An Employee will become a Participant, unless excluded
under Adoption Agreement Section 1.07, on the Plan Entry Date (if employed on
that date): (Choose (h) or (i))
[X] (h) immediately following
[ ] (i) _____________________________________________________________________
the date the Employee completes the eligibility conditions described
in this Adoption Agreement Section 2.01. [Note: Unless otherwise
excluded under Section 1.07, the Employee must become a Participant by
the earlier of: (1) the first day of the Plan Year beginning after the
date the Employee completes the age and service requirements of Code
ss.410(a); or (2) 6 months after the date the Employee completes those
requirements.]
2.02 YEAR OF SERVICE - PARTICIPATION. (Complete (a) or (b))
[ ] (a) ELAPSED TIME. Service for determining eligibility to participate will
be measured by Elapsed Time as described in Section 1.26.
[X] (b) HOURS OF SERVICE. Service for determining eligibility to participate
will be measured by Hours of Service as Described in Section 1.27.
(Complete (1) and (2))
[X] (1) YEAR OF SERVICE. An Employee must complete 1000 Hour(s) of
Service during an eligibility computation period to receive
credit for a Year of Service under Article II. [Note: The number
may not exceed 1,000. If left blank, the requirement is 1,000.]
[X] (2) ELIGIBILITY COMPUTATION PERIOD. After the initial eligibility
computation period described in Section 2.02 of the Plan, the
Plan measures the eligibility computation period as: (Choose (i)
or (ii))
[ ] (i) The 12 consecutive month period beginning with each
anniversary of an Employee's Employment Commencement Date.
[X] (ii) The Plan Year, beginning with the Plan Year which includes
the first anniversary of the Employee's Employment
Commencement Date.
2.03 BREAK IN SERVICE - PARTICIPATION. The Break in Service rule described
in Section 2.03(B) of the Plan: (Choose (a) or (b))
[X] (a) Does not apply to the Employer's Plan.
[ ] (b) Applies to the Employer's Plan.
2.06 ELECTION NOT TO PARTICIPATE. The Plan: (Choose (a) or (b))
[X] (a) Does not permit an eligible Employee or a Participant to elect not to
participate.
[ ] (b) Does permit an eligible Employee or a Participant to elect not to
participate in accordance with Section 2.06 and with the following
rules: ______________________________________________________________
_____________________________________________________________________.
ARTICLE III
EMPLOYER CONTRIBUTIONS AND FORFEITURES
3.01 AMOUNT.
PART I. AMOUNT OF EMPLOYER'S CONTRIBUTION. The amount of the Employer's annual
contribution to the Trust will equal: (Choose at least one)
[X] (a) DEFERRAL CONTRIBUTIONS (CODE SS.401(k) ARRANGEMENT. The amount by
which the Participants have reduced their Compensation for the Plan
Year, pursuant to their salary reduction agreements. The Plan refers
to these amounts as salary reduction contributions.
[X] (b) MATCHING CONTRIBUTIONS. The matching contributions made pursuant to
Part II of this Adoption Agreement Section 3.01.
[X] (c) NONELECTIVE CONTRIBUTIONS. The amount (or additional amount) the
Employer may from time to time deem advisable, without regard to Net
Profits. The Employer, in its sole discretion, may designate all or
any portion of its nonelective contributions to be qualified
nonelective contributions.
[ ] (d) FROZEN PLAN. This Plan is a frozen Plan effective ___________________.
The Employer will not contribute to the Plan for any period following
the stated date.
PART II. MATCHING CONTRIBUTIONS. [Note: Do not complete Part II unless the
Employer elected Option (b).]
[X] (e) MATCHING CONTRIBUTIONS FORMULA. For each Plan Year, the Employer's
matching contribution is: (Choose at least one of (1) and (2); (3) and
(4) are available only as additional options)
[ ] (1) An amount equal to the following percentage(s) of eligible
contributions for the Plan Year:
________________________________________________________________
________________________________________________________________.
The Advisory Committee will allocate the amounts described in
this Option (e)(1) to the: (Choose (i) or (ii))
[ ] (i) Regular Matching Contributions Account.
[ ] (ii) Qualified Matching Contributions Account.
[X] (2) Discretionary formula. An amount (or additional amount) equal to
a matching percentage the Employer from time to time may deem
advisable of the Participant's eligible contributions for the
Plan Year (or tiers of eligible contributions, if applicable
under Option (f)). The Employer must designate the portion, if
any, of its discretionary matching contribution allocable to the
Regular Matching Contributions Accounts of the eligible
Participants and the portion, if any, of its discretionary
matching contribution allocable to the Qualified Matching
Contributions Accounts of the eligible Participants.
[X] (3) The following limitations apply to a Participant's matching
contributions: The Employer may make and allocate a different
matching contribution, at a different announced percentage of
eligible contributions, each calendar quarter. During the
quarter, the Employer may calculate and remit to the Trustee the
announced percentage of eligible contributions with each
remittance of elective deferrals.
[X] (4) The Advisory Committee will allocate matching contributions on
the following allocation dates: Upon acceptance of such
contributions by the Trustee or its agent. [Note: If the Employer
does not check (4), the last day of the Plan Year is the only
allocation date for matching contributions.]
[X] (f) ELIGIBLE CONTRIBUTIONS. For purposes of applying the matching
contribution formula in Option (e), the term "eligible contributions"
means: (Choose at least one of (1) or (2); (3) through (5) are
available only as additional selections)
[X] (1) Salary reduction contributions.
[ ] (2) Participant mandatory contributions, as designated in Adoption
Agreement Section 4.01. See Section 14.04 of the Plan.
[X] (3) The Plan disregards eligible contributions exceeding six percent
(6%) of Compensation.
[ ] (4) The Plan takes into account eligible contributions in tiers,
defined as follows:
________________________________________________________________
________________________________________________________________.
[ ] (5) (Specify)
________________________________________________________________
________________________________________________________________.
PART III. SPECIAL RULES FOR CODE SS.401(k) ARRANGEMENT. (Choose the applicable
elections)
[X] (g) LIMITATION ON AMOUNT. The Employee's salary reduction contributions
are subject to the following limitations: Salary reduction
contributions must be made in full percentages of Compensation, from
one percent (1%) to ten percent (10%) of Compensation. [Note: If the
Employer does not elect Option (g), the salary reduction contributions
are not subject to any limitations other than the annual additions
limitation described in Part 2 of Article III and the 402(g)
limitation described in Section 14.07 of the Plan.]
[X] (h) REVOCATION. An Employee, on a prospective basis, may revoke a salary
reduction agreement or may file a new agreement following a prior
revocation: (Choose one)
[ ] (1) As of any Plan Entry Date.
[ ] (2) As of the first day of each quarter.
[X] (3) (Specify at least once per Plan Year) Revocation can be at any
time, to be effective at the beginning of the next pay period
after revocation is accepted by the Employer. A new salary
reduction agreement may be entered into the first plan entry date
at least 20 days after acceptance of the new agreement by the
Employer.
[X] (i) MODIFYING ELECTIONS. An Employee, on a prospective basis, may increase
or may decrease his salary reduction percentage or dollar amount:
(Choose one)
[ ] (1) As of the beginning of each payroll period.
[ ] (2) As of the first day of each quarter.
[ ] (3) As of any Plan Entry Date.
[X] (4) (Specify at least once per Plan Year) The first plan entry date
following acceptance of the modified agreement by the Employer.
New agreements must be in percentages of Compensation only).
[X] (j) ALLOCATION DATES. The Advisory Committee will allocate salary
reduction contributions on the following allocation dates: Upon
acceptance of such contributions by the Trustee or its agent. [Note:
If the Employer does not check (j), the last day of the Plan Year is
the only allocation date for salary reduction contributions.]
3.04 CONTRIBUTION ALLOCATION. The elections in this Section 3.04 (other
than Option (d)) apply only to the allocation of nonelective contributions
(other than qualified nonelective contributions). (Choose an allocation method
under (a) or (b); (c) is mandatory if the Employer elects (b); (d) and (e) are
optional)
[ ] (a) NONINTEGRATED ALLOCATION FORMULA. The Advisory Committee will make the
allocation in the same ratio that each Participant's Compensation for
the Plan Year bears to the total Compensation of all Participants for
the Plan Year.
[ ] (b) PERMITTED DISPARITY. The following formula described in Appendix A
applies: (Choose (1), (2) or (3))
[ ] (1) Two-Tiered Formula.
[ ] (2) Four-Tiered Formula.
[ ] (3) Two-Tiered Formula when the Plan is not top heavy and the
Four-Tiered Formula when the Plan is top heavy.
[ ] (c) EXCESS COMPENSATION. For purposes of Option (b), "Excess Compensation"
means Compensation in excess of the following Integration Level:
(Choose one)
[ ] (1) _________ % of the taxable wage base in effect on the first day
of the Plan Year, rounded to the next highest $____________ (not
exceeding the taxable wage base).
[ ] (2) The taxable wage base in effect on the first day of the Plan
Year.
[ ] (3) (Specify - may not exceed the taxable wage base) _______________
________________________________________________________________.
[ ] (d) MODIFICATIONS TO TOP HEAVY MINIMUM ALLOCATION. (Choose (1) or (2))
[X] (1) The Employer will satisfy the top heavy minimum allocation by
making any necessary additional contribution to the following
defined contribution plan maintained by the Employer: This Plan.
[ ] (2) In lieu of 3%, substitute the following percentage to determine
the top heavy minimum allocation: ______________________________
________________________________________________________________.
[ ] (e) RELATED EMPLOYERS. If two or more related employers (as defined in
Section 1.30) contribute to this Plan, the Advisory Committee will
allocate all Employer contributions and forfeitures only to the
Participants directly employed by the contributing Employer. If a
Participant receives Compensation from more than one contributing
Employer, the Advisory Committee will determine the allocations under
this Adoption Agreement Section 3.04 by prorating among the
participating Employers the Participant's Compensation and, if
applicable, the Participant's Integration Level under Option (c).
[Note: If the Employer does not elect (e), the Advisory Committee will
allocate all contributions and forfeitures without regard to which
Participants are directly employed by a contributing related group
member.]
ADDENDUM. In an addendum to this Section 3.04 or to Section 3.01, the Employer
may: (1) specify other modifications to the top heavy rules, to the extent
permissible under Code ss.416; or (2) incorporate special contribution or
allocation provisions affecting Employer contributions or Participant
forfeitures (e.g., different allocation formulas or matching contribution
formulas for different employment classifications). If the top heavy ratio
includes the present value of accrued benefits under a defined benefit plan, the
Advisory Committee will use the actuarial assumptions stated in the defined
benefit plan to determine the top heavy ratio unless the addendum specifies
other assumptions.
3.05 FORFEITURE ALLOCATION. The Advisory Committee will allocate a
Participant forfeiture: (Choose at least one)
[ ] (a) As if the forfeiture were an additional Employer nonelective
contribution for the Plan Year in which the forfeiture occurs.
[X] (b) To reduce Employer contributions (including matching contributions, if
applicable) for the Plan Year: (Choose one)
[X] (1) in which the forfeiture occurs.
[ ] (2) following the Plan Year in which the forfeiture occurs.
[ ] (c) To the extent attributable to matching contributions: _______________
_____________________________________________________________________.
EXCESS AGGREGATE CONTRIBUTIONS. To the extent Section 14.09 of the Plan results
in a forfeiture of nonvested excess aggregate contributions, the Advisory
Committee will allocate the forfeited amount as described in (a), (b) or (c),
whichever applies, or in an addendum to Section 3.04, if applicable. An
allocation of forfeited amounts as discretionary contributions (including
discretionary matching contributions) must disregard the Highly Compensated
Employees who incurred the forfeitures.
3.06 ACCRUAL OF BENEFIT.
COMPENSATION TAKEN INTO ACCOUNT. For the Plan Year in which the Employee first
becomes a Participant, the Advisory Committee will determine the allocation of
nonelective contributions (including qualified nonelective contributions) by
taking into account: (Choose (a) or (b))
[ ] (a) The Employee's Compensation for the entire Plan Year.
[X] (b) The Employee's Compensation only for the portion of the Plan Year in
which the Employee actually is a Participant in the Plan.
ACCRUAL REQUIREMENTS. The Plan does not apply any accrual requirement to salary
reduction contributions. To receive an allocation of matching contributions or
of nonelective contributions (including qualified nonelective contributions) and
forfeitures, a Participant must satisfy the conditions described in the
following elections: (Choose at least one)
[ ] (c) SAFE HARBOR RULE. The Participant either must be employed by the
Employer on the last day of the Plan Year or must complete at least
501 Hours of Service during the Plan Year.
[ ] (d) HOURS OF SERVICE CONDITION. The Participant must complete at least the
following number of Hours of Service for the Plan Year:
_________________________________. [Note: The number may not exceed
1,000.]
[ ] (e) EMPLOYMENT CONDITION. The Participant must be employed by the Employer
on the last day of the Plan Year.
[ ] (f) EXCEPTION. Any condition specified in does not apply if the
Participant terminates employment during the Plan Year on account of
death, disability or attainment of Normal Retirement Age in the
current Plan Year or in a prior Plan Year.
[X] (g) (Specify other conditions, if applicable): The Hours of Service
Condition of (d) and the Service Condition of (e) apply to nonelective
(Profit Sharing) contributions, but not to matching contributions.
[X] (h) SUSPENSION OF ACCRUAL REQUIREMENTS. The suspension of accrual
requirements of Section 3.06(E) of the Plan applies to the Employer's
Plan, subject to any modifications stated in an addendum. [Note: If
the Employer does not elect Option (h), Section 3.06(E) of the Plan
does not apply.]
Unless otherwise specified in (g), the Advisory Committee will allocate
qualified nonelective contributions only to Participants who are Nonhighly
Compensated Employees for the Plan Year.
3.15 MORE THAN ONE PLAN LIMITATION. Unless otherwise provided in an
addendum, if the provisions of Section 3.15 apply, the Excess Amount attributed
to this Plan equals the product of:
(a) the total Excess Amount allocated as of such date (including any amount
which the Advisory Committee would have allocated but for the limitations
of Code ss.415), times
(b) the ratio of (1) the amount allocated to the Participant as of such
date under this Plan divided by (2) the total amount allocated as of such
date under all qualified defined contribution plans (determined without
regard to the limitations of Code ss.415).
3.18 DEFINED BENEFIT PLAN LIMITATION. The limitation under Section 3.18
applies to the Employer's Plan if the Employer maintains (or ever maintained) a
defined benefit plan. To the extent necessary to satisfy the limitation under
Section 3.18, the Employer will reduce the Participant's projected annual
benefit under the defined benefit plan under which the Participant participates,
if the Employer still maintains the defined benefit plan as an active plan. If
the Employer has frozen or terminated the defined benefit plan, the Employer
will reduce its contribution or allocation on behalf of the Participant to the
defined contribution plan(s) under which the Participant participates. The
Employer may prescribe an alternate means of satisfying the Section 3.18
limitation in an addendum.
ARTICLE IV
PARTICIPANT CONTRIBUTIONS
4.01 PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. The following elections apply
to nondeductible contributions: (Choose (a) or (b); (c), (d) and (e) are
available only as additional options)
[X] (a) The Plan does not permit Participant nondeductible contributions.
[X] (b) The Plan permits Participant nondeductible contributions. See Section
14.04 of the Plan.
[ ] (c) The Plan treats the following portion of the Participant's
nondeductible contributions for the Plan Year as "mandatory"
contributions: ______________________________________________________
_____________________________________________________________________.
[X] (d) The Advisory Committee will allocate Participant nondeductible
contributions on the following allocation dates: Effective June 1,
1994, the plan will no longer accept Participant nondeductible
contributions. Until then, (b) will apply, with (a) applied after.
Contributions made before the date will be allocated when accepted by
the Trustee or its agent. [Note: If the Employer does not elect (d),
the last day of the Plan Year is the only allocation date for
Participant nondeductible contributions.]
[X] (e) In lieu of the withdrawal rules under Section 4.05, the following
rules apply to Participant nondeductible contributions: Withdrawals
may be made once each calendar quarter.
ARTICLE V
TERMINATION OF SERVICE - PARTICIPANT VESTING
5.01 NORMAL RETIREMENT. A Participant attains Normal Retirement Age under
the Plan on the following date: (Choose (a) or (b))
[X] (a) The date he attains age 62 [Note: The age may not exceed age 65].
[ ] (b) The later of the date he attains ___________________ years of age or
the ____________________ anniversary of the first day of the Plan Year
in which he commenced participation in the Plan. [Note: The age may
not exceed age 65 and the anniversary may not exceed the 5th.]
5.02 PARTICIPANT DEATH OR DISABILITY. The 100% vesting rule under Section
5.02 of the Plan applies to death and to disability, unless the Employer
provides a different vesting rule in an addendum.
5.03 VESTING SCHEDULE. The vesting elections in this Section 5.03 apply
only to the Regular Matching Contributions Account, if any, and the Employer
Contributions Account, if any. 100% immediate vesting applies to all other
Accounts. The Employer elects the following vesting schedule: (Choose (a) or
(b); (c), (d) and (e) are available only in addition to (b))
[ ] (a) IMMEDIATE VESTING. 100% Nonforfeitable at all times.
[X] (b) GRADUATED VESTING SCHEDULES. (Complete (1); (2) is optional in
addition to (1))
[X] (1) TOP HEAVY SCHEDULE
Years of Nonforfeitable
Service Percentage
Less than 1 ............................ 0%
1 ............................... 0%
2 ............................... 20%
3 ............................... 40%
4 ............................... 60%
5 ............................... 80%
6 or more ....................... 100%
[ ] (2) NON TOP HEAVY SCHEDULE
Years of Nonforfeitable
Service Percentage
Less than 1 ............................ _______
1 ................................. _______
2 ................................. _______
3 ................................. _______
4 ................................. _______
5 ................................. _______
6 ................................. _______
7 or more ......................... 100%
If the Employer does not elect (b)(2), the vesting schedule in (b)(1) applies to
all Plan Years. [Note: The Top Heavy Schedule must satisfy Code ss.416. If the
Employer elects Option (b)(2), the Non Top Heavy Schedule must satisfy Code
ss.411(a)(2).]
[ ] (c) MINIMUM VESTING AMOUNT. The lesser of $ __________________ or his
entire Accrued Benefit, even if the application of the graduated
vesting schedule under Option (b) would result in a smaller
Nonforfeitable Accrued Benefit.
[ ] (d) APPLICATION OF TOP HEAVY SCHEDULE. The Top Heavy Schedule applies in
the Plan Year for which the Plan first is top heavy and then in all
subsequent Plan Years. [Note: If the Employer elects (b)(2) but not
(d), the Top Heavy Vesting Schedule applies only in top heavy Plan
Years.]
[X] (e) SPECIAL VESTING RULES. (Specify) Matching contributions are always
100% vested; and only non-elective (Profit sharing) contributions are
subject to the vesting schedule set forth above. [Note: Any special
rule must satisfy Code ss.411(a).]
5.04 DEEMED CASH-OUT DISTRIBUTIONS. To determine the timing of forfeitures
for 0% vested Participants, the deemed cash-out rule described in Section
5.04(C) of the Plan: (Choose (a) or (b))
[ ] (a) Does not apply. [X] (b) Applies.
5.06 YEAR OF SERVICE - VESTING. (Complete (a) or (b))
[ ] (a) ELAPSED TIME. Service for determining vesting will be measured by
Elapsed Time as described in Section 1.26.
[X] (b) HOURS OF SERVICE. Service for determining vesting will be determined
by Hours of Service as described in Section 1.27. (Complete (1) and
(2))
[X] (1) HOURS OF SERVICE. An Employee must complete at least Hours of
Service during a vesting computation period to receive credit for
a Year of Service under Article V. [Note: The number may not
exceed 1,000. If left blank, the requirement is 1,000.]
[X] (2) VESTING COMPUTATION PERIOD. The Plan measures a Year of Service
on the basis of the following 12 consecutive month periods:
(Choose (i) or (ii))
[X] (i) Plan Years.
[ ] (ii) Employment Years. An Employment Year is the 12 consecutive
month period measured from the Employee's Employment
Commencement Date and each successive 12 consecutive month
period measured from each anniversary of that Employment
Commencement Date.
5.08 INCLUDED YEARS OF SERVICE - VESTING. The Employer specifically
excludes the following Years of Service: (Choose (a) or at least one of (b)
through (f); choose (a) if the term "Year of Service" does not apply to the
vesting election in Adoption Agreement Section 5.03)
[X] (a) None other than as specified in Section 5.08(a) of the Plan.
[ ] (b) Any Year of Service before the Participant attained the age of 18.
[ ] (c) Any Year of Service during the period the Employer did not maintain
this Plan or a predecessor plan.
[ ] (d) Any Year of Service before a Break in Service if the number of
consecutive Breaks in Service equals or exceeds 5. This exception
applies only if the Participant is 0% vested in his Accrued Benefit
derived from Employer contributions at the time he has a Break in
Service.
[ ] (e) Any Years of Service disregarded under the terms of the Plan prior to
the restated Effective Date.
[ ] (f) (Specify) ___________________________________________________________
_____________________________________________________________________
_____________________________________________________________________.
[Note: Any specified exception must comply with Code ss.411(a)(4).]
ARTICLE VI
TIME AND METHOD OF PAYMENTS OF BENEFITS
6.01 TIME OF PAYMENT OF ACCRUED BENEFIT. The following elections apply to
Section 6.01 of the Plan: ((a) is mandatory; (b), (c) and (d) are optional in
addition to (a))
[X] (a) NONFORFEITABLE ACCRUED BENEFIT NOT EXCEEDING $3,500. The Plan will
distribute a Nonforfeitable Accrued Benefit not exceeding $3,500:
(Choose (1), (2) or (3))
[X] (1) As soon as administratively practicable following the
Participant's Separation from Service.
[ ] (2) As soon as administratively practicable in the Plan Year
beginning after the Participant's Separation from Service.
[ ] (3) (Specify) ______________________________________________________
_____________________________________________________________________
_____________________________________________________________________.
[ ] (b) DISABILITY. If the Participant terminates by reason of a disability,
the following special rules apply to the distribution of the
Participant's Nonforfeitable Accrued Benefit: _______________________
_____________________________________________________________________.
[ ] (c) HARDSHIP. The Plan permits a hardship distribution, as defined in
Section 14.11(A)(1), to a Participant who has separated from Service,
subject to any special rules provided in an addendum.
[X] (d) DEFAULT ON A LOAN. If a Participant or Beneficiary defaults on a loan
made pursuant to a loan policy adopted by the Advisory Committee
pursuant to Section 9.04, the Plan treats the default as a
distributable event. The Trustee, at the time of the default, will
reduce the Participant's Nonforfeitable Accrued Benefit by the lesser
of the amount in default (plus accrued interest) or the Plan's
security interest in that Nonforfeitable Accrued Benefit. In the case
of the portion of the loan attributable to the Participant's Deferral
Contributions Account, Qualified Matching Contributions Account or
Qualified Nonelective Contributions Account, the reduction described
in the preceding sentence will not occur before the earlier of the
Participant's Separation from Service or attainment of age 59 1/2.
6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT. Section 6.02 of the Plan, which
permits lump sum or installment distribution elections, applies without
modification, except as provided in an addendum.
6.03 BENEFIT PAYMENT ELECTIONS. ((a) is mandatory; (b) is optional)
[X] (a) PARTICIPANT ELECTIONS AFTER SEPARATION FROM SERVICE. A Participant
whose Nonforfeitable Accrued Benefit exceeds $3,500 may elect to
commence distribution of his Nonforfeitable Accrued Benefit: (Choose
at least one)
[X] (1) As of the earliest administratively practicable date following
Separation from Service.
[ ] (2) As of the earliest administratively practicable date in the Plan
Year(s) beginning after Separation from Service.
[ ] (3) As of the earliest administratively practicable date after the
close of the Plan Year in which the Participant attains Normal
Retirement Age.
[ ] (4) (Specify) _____________________________________________________.
See Section 6.01(A)(2) if the Participant fails to make an election or has
passed the latest elective date described in this Option (a).
[X] (b) PARTICIPANT ELECTIONS PRIOR TO SEPARATION FROM SERVICE. A Participant,
prior to his Separation from Service, may elect to receive all or any
portion of his Nonforfeitable Accrued Benefit under the condition(s)
specified in this Option (b). Unless otherwise specified in (b)(4),
each event selected represents an independent withdrawal right and a
Participant must have a 100% Nonforfeitable interest in his Accrued
Benefit to be eligible for an in-service withdrawal. Each election
applies to all Accounts unless otherwise specified. A reference to
"restricted Accounts" means the Deferral Contributions Account,
Qualified Matching Contributions Account and Qualified Nonelective
Contributions Account. (Choose at least one of (1), (2), (3), (4) or
(5))
[X] (1) The Participant has attained age 591/2.
[X] (2) The Participant has incurred a hardship under the rules described
in Section 14.11(A). To the extent distributed from the Regular
Matching Contributions Account and the Employer Contributions
Account, the provisions of Sections 14.11(A)(2) and 14.11(A)(3)
do not apply.
[ ] (3) The Participant has participated in the Plan for a period of not
less than 5 years, but only from Accounts other than restricted
Accounts.
[ ] (4) If the Employer sells substantially all of the assets (within the
meaning of Code ss.409(d)(2)) used in a trade or business or
sells a subsidiary (within the meaning of Code ss.409(d)(3)), but
only for a Participant who continues employment with the
acquiring corporation. A distribution under this Option must be a
lump sum distribution, determined in a manner consistent with
Code ss.401(k)(10) and the applicable Treasury regulations.
[X] (5) (Specify) Participants can take in-service withdrawals, first
from Participant nondeductible contribution accounts then from
any rollover accounts, once each calendar quarter. Participants
who have attained age 59 1/2 and who have withdrawn all funds
from the previous accounts can also take in-service withdrawals
from elective deferral accounts once each calendar quarter.
Hardship withdrawals can be taken more frequently than once each
calendar quarter, but only due to a separate financial hardship.
[Note: An in-service distribution from restricted Accounts may
not be available unless the Participant has attained age 59 1/2,
is disabled or satisfies the hardship rules of Section 14.11 of
the Plan.]
6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES. The
annuity distribution requirements of Section 6.04: (Choose (a) or (b))
[X] (a) Do not apply to a Participant, unless the Participant is described in
Section 6.04(E) of the Plan (relating to the profit sharing exception
to the joint and survivor requirements).
[ ] (b) Apply to all Participants.
ARTICLE IX
ADVISORY COMMITTEE - DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS
9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT. If a distribution (other than
a distribution from a segregated Account) occurs more than 90 days after the
most recent valuation date, the distribution will include interest at the
following rate: 0% . [Note: If left blank, the percentage is 0%.]
9.11 ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS. Pursuant to
Section 14.12, the elections in this Section 9.11 apply to the allocation of net
income, gain or loss attributable to salary reduction contributions, matching
contributions and Participant nondeductible contributions. Unless otherwise
specified, the elections apply to all these contributions. (Choose at least one)
[ ] (a) Apply Section 9.11 without modification.
[X] (b) Use the segregated account approach described in Section 14.12.
[ ] (c) Use the weighted average method described in Section 14.12, based on a
_____________________________________________________________________
weighting period.
[ ] (d) Treat as part of the relevant Account at the beginning of the
valuation period % of the contributions: (Choose (1) or (2))
[ ] (1) made during that valuation period.
[ ] (2) made by the following specified time: __________________________
_______________________________________________________________.
[X] (e) (Specify) All participant accounts will be segregated and invested as
directed by participants between investment alternatives designated by
the Advisory Committee.
ARTICLE X
TRUSTEE AND CUSTODIAN, POWERS AND DUTIES
10.03 INVESTMENT POWERS. The following additional investment options or
limitations apply under Section 10.03: All Plan assets will be invested as
directed by Participants in investment alternatives designated by the Advisory
Committee. [Note: Enter "N/A" if not applicable.]
10.14 VALUATION OF TRUST. In addition to the last day of the Plan Year, the
Trustee must value the Trust Fund on the following valuation date(s) Plan assets
shall be valued as of each business day on which the assets or portions thereof
may practically be valued by the Trustee or its agent. [Note: Enter "N/A" if not
applicable. If left blank, the last day of the Plan Year is the only mandatory
valuation date. Regardless of whether the Employer specifies other valuation
dates, the Advisory Committee has the discretion to direct valuation at any
time. See Section 10.14 of the Plan.]
EXECUTION PAGE
The Trustee (and Custodian, if applicable), by executing this Adoption
Agreement, accepts its position and agrees to all of the obligations,
responsibilities and duties imposed upon the Trustee (or Custodian) under the
Master Plan and Trust. The Employer hereby agrees to the provisions of this Plan
and Trust, and in witness of its agreement, the Employer by its duly authorized
officers, has executed this Adoption Agreement, and the Trustee (and Custodian,
if applicable) has signified its acceptance, on this day of
______________________, 19 ____.
Name of Employer: WINNEBAGO INDUSTRIES, INC.
Employer's EIN: 42-0802678
Signed: /s/ Jerome V. Clouse
Jerome V. Clouse
Vice President-Treasurer, International
Development
Name(s) of Trustee: United States Trust Company
of New York
Signed: /s/ unreadable
Senior Vice President
Signed:
Name of Custodian (Optional):
Signed:
TRUSTEE INVESTMENT POWERS. The Trustee has (check one): [ ] discretionary [ X ]
nondiscretionary investment powers. See Section 10.03. [Note: The Employer must
check "discretionary" if a Custodian executes this Adoption Agreement.]
PLAN NUMBER. The 3-digit plan number the Employer assigns to this Plan for ERISA
reporting purposes (Form 5500 Series) is: 001.
USE OF ADOPTION AGREEMENT. Failure to complete properly the elections in this
Adoption Agreement may result in disqualification of the Employer's Plan. The
3-digit number assigned to this Adoption Agreement (see page 1) is solely for
the Master Plan Sponsor's recordkeeping purposes and does not necessarily
correspond to the plan number the Employer designated in the prior paragraph.
MASTER PLAN SPONSOR. The Master Plan Sponsor identified on the first page of the
basic plan document will notify all adopting employers of any amendment of this
Master Plan or of any abandonment or discontinuance by the Master Plan Sponsor
of its maintenance of this Master Plan. For inquiries regarding the adoption of
the Master Plan, the Master Plan Sponsor's intended meaning of any plan
provisions or the effect of the opinion letter issued to the Master Plan
Sponsor, please contact the Master Plan Sponsor at the following address and
telephone number: Investors Research Corporation, 4500 Main Street, Kansas City,
Missouri 64141, 1-800-345-2021.
RELIANCE ON OPINION LETTER. The Employer may not rely on the Master Plan
Sponsor's opinion letter covering this Adoption Agreement. For reliance on the
Plan's qualification, the Employer must obtain a determination letter from the
applicable IRS Key District office.
CODE SS.411(D)(6) PROTECTED BENEFITS. To the extent the elections under Article
VI would eliminate a Code ss.411(d)(6) protected benefit, see Section 13.02 of
the Plan. If the elections liberalize the optional forms of benefit under the
Plan, the more liberal options apply on the later of the adoption date or the
Effective Date of this Adoption Agreement.
PARTICIPATION AGREEMENT FOR RELATED GROUP MEMBERS
[ ] CHECK HERE IF NOT APPLICABLE AND DO NOT COMPLETE THIS PAGE.
The undersigned Employer, by executing this Participation Agreement, elects
to become a Participating Employer in the Plan identified in Section 1.03 of the
accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Master
Plan as made by Winnebago Industries, Inc., the Signatory Employer to the
Execution Page of the Adoption Agreement.
1. The Effective Date of the undersigned Employer's participation in the
designated Plan is: July 1, 1994.
2. The undersigned Employer's adoption of this Plan constitutes:
[ ] (a) The adoption of a new plan by the Participating Employer.
[X] (b) The adoption of an amendment and restatement of a plan currently
maintained by the Employer, identified as Winnebago Industries Inc.
Profit Sharing and Deferred Savings and Investment Plan, and having an
original effective date of March 1, 1969.
Dated this 29th day of June, 1995.
Name of Participating Employer: CYCLE-SAT, INC.
Signed: /s/ Raymond M. Beebe
Raymond M. Beebe, Secretary and General
Counsel
Participating Employer's EIN: 42-1246889
ACCEPTANCE BY THE SIGNATORY EMPLOYER TO THE EXECUTION PAGE OF THE ADOPTION
AGREEMENT AND BY THE TRUSTEE.
Name of Signatory Employer: WINNEBAGO
INDUSTRIES, INC.
Accepted: June 29, 1995
[Date] Signed: /s/ Jerome V. Clouse
Jerome V. Clouse
Vice President-Treasurer, International
Development
Name(s) of Trustee: UNITED STATES TRUST
COMPANY OF NEW YORK
Accepted: July 19, 1995
[Date]
Signed: /s/ unreadable
Senior Vice President
[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]
PARTICIPATION AGREEMENT FOR RELATED GROUP MEMBERS
[ ] CHECK HERE IF NOT APPLICABLE AND DO NOT COMPLETE THIS PAGE.
The undersigned Employer, by executing this Participation Agreement, elects
to become a Participating Employer in the Plan identified in Section 1.03 of the
accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Master
Plan as made by Winnebago Industries, Inc., the Signatory Employer to the
Execution Page of the Adoption Agreement.
1. The Effective Date of the undersigned Employer's participation in the
designated Plan is: July 1, 1994.
2. The undersigned Employer's adoption of this Plan constitutes:
[ ] (a) The adoption of a new plan by the Participating Employer.
[X] (b) The adoption of an amendment and restatement of a plan currently
maintained by the Employer, identified as Winnebago Industries Inc.
Profit Sharing and Deferred Savings and Investment Plan, and having an
original effective date of March 1, 1969.
Dated this ____ day of __________________ , 19__.
Name of Participating Employer: NORTH IOWA
ELECTRONICS, INC.
Signed:
Participating Employer's EIN:
ACCEPTANCE BY THE SIGNATORY EMPLOYER TO THE EXECUTION PAGE OF THE ADOPTION
AGREEMENT AND BY THE TRUSTEE.
Name of Signatory Employer: WINNEBAGO
INDUSTRIES, INC.
Accepted:
[Date] Signed:
Name(s) of Trustee: UNITED STATES TRUST
COMPANY OF NEW YORK
Accepted:
[Date]
Signed:
[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]
PARTICIPATION AGREEMENT FOR RELATED GROUP MEMBERS
[ ] CHECK HERE IF NOT APPLICABLE AND DO NOT COMPLETE THIS PAGE.
The undersigned Employer, by executing this Participation Agreement, elects
to become a Participating Employer in the Plan identified in Section 1.03 of the
accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Master
Plan as made by Winnebago Industries, Inc., the Signatory Employer to the
Execution Page of the Adoption Agreement.
1. The Effective Date of the undersigned Employer's participation in the
designated Plan is: July 1, 1994.
2. The undersigned Employer's adoption of this Plan constitutes:
[ ] (a) The adoption of a new plan by the Participating Employer.
[X] (b) The adoption of an amendment and restatement of a plan currently
maintained by the Employer, identified as Winnebago Industries Inc.
Profit Sharing and Deferred Savings and Investment Plan, and having an
original effective date of March 1, 1969.
Dated this 29th day of June, 1995.
Name of Participating Employer: WINNEBAGO
REALTY CORP.
Signed: /s/ Raymond M. Beebe
Raymond M. Beebe, Secretary and General
Counsel
Participating Employer's EIN: 42-1003259
ACCEPTANCE BY THE SIGNATORY EMPLOYER TO THE EXECUTION PAGE OF THE ADOPTION
AGREEMENT AND BY THE TRUSTEE.
Name of Signatory Employer: WINNEBAGO
INDUSTRIES, INC.
Accepted: June 29, 1995
[Date] Signed: /s/ Jerome V. Clouse
Jerome V. Clouse
Vice President-Treasurer, International
Development
Name(s) of Trustee: UNITED STATES TRUST
COMPANY OF NEW YORK
Accepted: July 19, 1995
[Date]
Signed: /s/ unreadable
Senior Vice President
[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]
PARTICIPATION AGREEMENT FOR RELATED GROUP MEMBERS
[ ] CHECK HERE IF NOT APPLICABLE AND DO NOT COMPLETE THIS PAGE.
The undersigned Employer, by executing this Participation Agreement,
elects to become a Participating Employer in the Plan identified in Section 1.03
of the accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Master
Plan as made by Winnebago Industries, Inc., the Signatory Employer to the
Execution Page of the Adoption Agreement.
1. The Effective Date of the undersigned Employer's participation in the
designated Plan is: July 1, 1994.
2. The undersigned Employer's adoption of this Plan constitutes:
[ ] (a) The adoption of a new plan by the Participating Employer.
[X] (b) The adoption of an amendment and restatement of a plan
currently maintained by the Employer, identified as Winnebago
Industries Inc. Profit Sharing and Deferred Savings and Investment
Plan, and having an original effective date of March 1, 1969.
Dated this 29th day of June, 1995.
Name of Participating Employer: WINNEBAGO R.V. INC.
Signed: /s/ Raymond M. Beebe
Raymond M. Beebe, Secretary and General
Counsel
Participating Employer's EIN: 36-3193250
ACCEPTANCE BY THE SIGNATORY EMPLOYER TO THE EXECUTION PAGE OF THE ADOPTION
AGREEMENT AND BY THE TRUSTEE.
Name of Signatory Employer: WINNEBAGO
INDUSTRIES, INC.
Accepted: June 29, 1995
[Date] Signed: /s/ Jerome V. Clouse
Jerome V. Clouse
Vice President-Treasurer, International
Development
Name(s) of Trustee: UNITED STATES TRUST
COMPANY OF NEW YORK
Accepted: July 19, 1995
[Date]
Signed: /s/ unreadable
Senior Vice President
[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]
PARTICIPATION AGREEMENT FOR RELATED GROUP MEMBERS
[ ] CHECK HERE IF NOT APPLICABLE AND DO NOT COMPLETE THIS PAGE.
The undersigned Employer, by executing this Participation Agreement,
elects to become a Participating Employer in the Plan identified in Section 1.03
of the accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Master
Plan as made by Winnebago Industries, Inc., the Signatory Employer to the
Execution Page of the Adoption Agreement.
1. The Effective Date of the undersigned Employer's participation in the
designated Plan is: July 1, 1994.
2. The undersigned Employer's adoption of this Plan constitutes:
[ ] (a) The adoption of a new plan by the Participating Employer.
[X] (b) The adoption of an amendment and restatement of a plan currently
maintained by the Employer, identified as Winnebago Industries Inc.
Profit Sharing and Deferred Savings and Investment Plan, and having an
original effective date of March 1, 1969.
Dated this 29th day of June, 1995.
Name of Participating Employer: WINNEBAGO
ACCEPTANCE CORP.
Signed: /s/ Raymond M. Beebe
Raymond M. Beebe, Secretary and General
Counsel
Participating Employer's EIN: 42-0988055
ACCEPTANCE BY THE SIGNATORY EMPLOYER TO THE EXECUTION PAGE OF THE ADOPTION
AGREEMENT AND BY THE TRUSTEE.
Name of Signatory Employer: WINNEBAGO
INDUSTRIES, INC.
Accepted: June 29, 1995
[Date] Signed: /s/ Jerome V. Clouse
Jerome V. Clouse
Vice President-Treasurer, International
Development
Name(s) of Trustee: UNITED STATES TRUST
COMPANY OF NEW YORK
Accepted: July 19, 1995
[Date]
Signed: /s/ unreadable
Senior Vice President
[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]
PARTICIPATION AGREEMENT FOR RELATED GROUP MEMBERS
[ ] CHECK HERE IF NOT APPLICABLE AND DO NOT COMPLETE THIS PAGE.
The undersigned Employer, by executing this Participation Agreement,
elects to become a Participating Employer in the Plan identified in Section 1.03
of the accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Master
Plan as made by Winnebago Industries, Inc., the Signatory Employer to the
Execution Page of the Adoption Agreement.
1. The Effective Date of the undersigned Employer's participation in the
designated Plan is: July 1, 1994.
2. The undersigned Employer's adoption of this Plan constitutes:
[ ] (a) The adoption of a new plan by the Participating Employer.
[X] (b) The adoption of an amendment and restatement of a plan currently
maintained by the Employer, identified as Winnebago Industries Inc.
Profit Sharing and Deferred Savings and Investment Plan, and having an
original effective date of March 1, 1969.
Dated this 29th day of June, 1995.
Name of Participating Employer: WINNEBAGO PRODUCTS, INC.
Signed: /s/ Raymond M. Beebe
Raymond M. Beebe, V.P.-General Counsel &
Secretary
Participating Employer's EIN: 42-1369283
ACCEPTANCE BY THE SIGNATORY EMPLOYER TO THE EXECUTION PAGE OF THE ADOPTION
AGREEMENT AND BY THE TRUSTEE.
Name of Signatory Employer: WINNEBAGO INDUSTRIES, INC.
Accepted: 6/29/95
[Date] Signed: /s/ Jerome V. Clouse
Jerome V. Clouse
Vice President-Treasurer, International
Development
Name(s) of Trustee: UNITED STATES TRUST COMPANY OF
NEW YORK
Accepted: 7/19/95
[Date]
Signed: /s/ unreadable
Senior Vice President
[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]
PARTICIPATION AGREEMENT FOR RELATED GROUP MEMBERS
[ ] CHECK HERE IF NOT APPLICABLE AND DO NOT COMPLETE THIS PAGE.
The undersigned Employer, by executing this Participation Agreement,
elects to become a Participating Employer in the Plan identified in Section 1.03
of the accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Master
Plan as made by Winnebago Industries, Inc., the Signatory Employer to the
Execution Page of the Adoption Agreement.
1. The Effective Date of the undersigned Employer's participation in the
designated Plan is: July 1, 1994.
2. The undersigned Employer's adoption of this Plan constitutes:
[ ] (a) The adoption of a new plan by the Participating Employer.
[X] (b) The adoption of an amendment and restatement of a plan
currently maintained by the Employer, identified as Winnebago
Industries Inc. Profit Sharing and Deferred Savings and Investment
Plan, and having an original effective date of March 1, 1969.
Dated this 29th day of June, 1995.
Name of Participating Employer: WINNEBAGO INTERNATIONAL
CORP.
Signed: /s/ Raymond M. Beebe
Raymond M. Beebe, Secretary
Participating Employer's EIN: 66-0416316
ACCEPTANCE BY THE SIGNATORY EMPLOYER TO THE EXECUTION PAGE OF THE ADOPTION
AGREEMENT AND BY THE TRUSTEE.
Name of Signatory Employer: WINNEBAGO INDUSTRIES, INC.
Accepted: 6/29/95
[Date] Signed: /s/ Jerome V. Clouse
Jerome V. Clouse
Vice President-Treasurer, International
Development
Name(s) of Trustee: UNITED STATES TRUST COMPANY OF
NEW YORK
Accepted: 7/19/95
[Date]
Signed: /s/ unreadable
Senior Vice President
[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]
APPENDIX A (PERMITTED DISPARITY PLANS ONLY)
[NOTE: THE ADOPTION AGREEMENT MUST INCLUDE APPENDIX A EVEN IF IT DOES NOT APPLY
TO THE EMPLOYER'S PLAN. THE EMPLOYER MAY DISREGARD APPENDIX A IF IT ELECTED
OPTION (a) UNDER ADOPTION AGREEMENT SECTION 3.04.]
TWO-TIERED INTEGRATED ALLOCATION FORMULA - MAXIMUM DISPARITY. First, the
Advisory Committee will allocate the annual Employer nonelective contributions
in the same ratio that each Participant's Compensation plus Excess Compensation
for the Plan Year bears to the total Compensation plus Excess Compensation of
all Participants for the Plan Year. The allocation under this paragraph, as a
percentage of each Participant's Compensation plus Excess Compensation, must not
exceed the applicable percentage (5.7%, 5.4% or 4.3%) listed under the Maximum
Disparity Table.
The Advisory Committee then will allocate any remaining Employer nonelective
contributions in the same ratio that each Participant's Compensation for the
Plan Year bears to the total Compensation of all Participants for the Plan Year.
FOUR-TIERED INTEGRATED ALLOCATION FORMULA. First, the Advisory Committee will
allocate the annual Employer nonelective contributions in the same ratio that
each Participant's Compensation for the Plan Year bears to the total
Compensation of all Participants for the Plan Year, but not exceeding 3% of each
Participant's Compensation. Solely for purposes of this first tier allocation, a
"Participant" means, in addition to any Participant who satisfies the
requirements of Section 3.06 for the Plan Year, any other Participant entitled
to a top heavy minimum allocation under Section 3.04(B) of the Plan.
As a second tier allocation, the Advisory Committee will allocate the annual
Employer nonelective contributions in the same ratio that each Participant's
Excess Compensation for the Plan Year bears to the total Excess Compensation of
all Participants for the Plan Year, but not exceeding 3% of each Participant's
Excess Compensation.
As a third tier allocation, the Advisory Committee will allocate the annual
Employer nonelective contributions in the same ratio that each Participant's
Compensation plus Excess Compensation for the Plan Year bears to the total
Compensation plus Excess Compensation of all Participants for the Plan Year. The
allocation under this paragraph, as a percentage of each Participant's
Compensation plus Excess Compensation, must not exceed the applicable percentage
(2.7%, 2.4% or 1.3%) listed under the Maximum Disparity Table.
The Advisory Committee then will allocate any remaining Employer nonelective
contributions in the same ratio that each Participant's Compensation for the
Plan Year bears to the total Compensation of all Participants for the Plan Year.
MAXIMUM DISPARITY TABLE. The applicable percentage is:
October 18, 1995
RV OFFICER INCENTIVE COMPENSATION PLAN
GROUP I
FISCAL PERIOD 1995-1996
WINNEBAGO INDUSTRIES, INC.
FOREST CITY, IOWA
PURPOSE
The purpose of this plan is to provide greater incentive to employees in officer
positions, who contribute to the success of the Company, by enabling them to
participate in that success, and to aid in attracting and retaining employees
who will contribute to the progress and profitability of the Company.
It is the purpose of this plan to attract, obtain, develop, motivate, and retain
capable officer personnel, stimulate constructive and imaginative thinking, and
otherwise contribute to the growth and profits of the corporation.
ADMINISTRATION
The plan prior to each new fiscal year must meet the approval of the Human
Resource Committee of the Board of Directors. The Human Resource Committee may
establish such rules and regulations as it deems necessary for proper
administration of this plan and may amend or revoke any rule or regulation so
established.
PARTICIPANTS
Recommendation of a participant must be made by the President of Winnebago
Industries, Inc.
MINIMUM QUALIFICATIONS REQUIRED OF PARTICIPANTS:
1. Participant must be an officer with specific responsibilities which can
impact the corporation.
2. Participants must be employed for the entire fiscal year to be eligible for
the bonus and in addition, participant must be employed at the time the
bonus is paid except as waived by the Human Resource Committee.
NATURE OF THE PLAN
The incentive award is based on the performance of the CORPORATION.
This is a bonus based upon the Company's attainment of a predetermined profit
goal for the fiscal quarter. The profit goal is to be recommended by the Human
Resource Committee and approved by the Board of Directors each quarter at the
beginning of the fiscal quarter.
The profit goal, for purposes of this plan, will be the "Incentive Compensation
Profit" which shall mean the combined gross income from the operation of the
Company less the combined expenses, deductions and credits of the Company
attributable to such operations. In computing the incentive compensation profit,
no deduction shall be taken or allowance made for federal or state income taxes,
or any expenses associated with retirement plans or incentive compensation
plans. Incentive awards are determined in proportion to the actual operating
profit generated for the quarter in relation to the profit goal that was set. If
the operating profit achieved is less than 80 percent of goal set, no bonus is
paid and the maximum bonus paid at 120 percent of the profit goal.
METHOD OF PAYMENT
The quarterly amount of a participant's incentive compensation for the quarter
shall be the percentage of the total amount of base salary received by the
individual the fiscal quarter when he was a participant in the plan. 60% of the
quarterly amount of the earned bonus will be paid within 45 days after the close
of the fiscal quarter and the remainder of the bonus due will be paid after the
books have been audited at the end of the fiscal year providing the Company has
made its objective in each quarter. Bonuses will be paid as follows:
NUMBER OF QUARTERS AMOUNT OF THE BONUS
OBJECTIVE WAS MADE HOLDBACK TO BE PAID
1 25%
2 50%
3 75%
4 100%
The attached quarterly bonus formula developed for the Officers Group I of
Winnebago Industries provides a 40 percent bonus calculation for a 100 percent
achievement of operating profit.
A participant who leaves the Company for any reason will forfeit all rights to
incentive payments that particular fiscal quarter and fiscal year.
Approved By:
Fred Dohrmann Dated
President & C.E.O.
Frederick M. Zimmerman Dated
Chairperson, Human Resource Committee
of the Winnebago Board of Directors
INCENTIVE COMPENSATION PLAN
QUARTERLY BONUS FORMULA
1995-1996 FISCAL
CORPORATE PROFILE
Winnebago Industries, Inc., headquartered in Forest City, Iowa, is a leading
United States manufacturer of motor homes, self-contained recreation vehicles
used primarily in leisure travel and outdoor recreation activities. Motor home
sales represent more than 80 percent of the Company's revenues. These vehicles
are sold through dealer organizations primarily under the Winnebago(R),
Itasca(R), Vectra(R), Rialta(R) and LuxorTM brand names. The Company markets its
recreation vehicles on a wholesale basis to a broadly diversified organization
of approximately 360 dealers located throughout the United States, and to a
limited extent, in Canada and other foreign countries.
Winnebago Industries also owns an 80 percent interest in Cycle-Sat, Inc., a
telecommunications service firm that is a leading distributor of television and
radio commercials using satellite, fiber-optic and digital technologies. In
addition to Cycle-Sat, service revenue includes floor plan financing of dealer
inventories of the Company's products provided by the Company's subsidiary,
Winnebago Acceptance Corporation. In fiscal years prior to 1994, service
revenues also included revenues from the Company's subsidiary, North Iowa
Electronics, Inc., which was sold during fiscal 1993.
MOTOR HOME PRODUCT CLASSIFICATION
The principal kinds of recreation vehicles manufactured by the Company in fiscal
1995 include:
[GRAPHIC] CLASS A MOTOR HOMES
These are conventional motor homes constructed directly
on medium-duty truck chassis which include the engine and
drivetrain components. The living area and driver's
compartment are designed and produced by Winnebago
Industries, Inc. Class A motor homes from Winnebago
Industries include: Winnebago Adventurer(R), Brave(R),
and Warrior(R); and Itasca Suncruiser(R), Sunrise(R), and
Passage(R); Vectra(R); Vectra Grand TourTM; and LuxorTM.
[GRAPHIC] CLASS B VAN CAMPERS
A panel-type truck to which any two of the following
conveniences are added; sleeping, kitchen and toilet
facilities, also 110-volt electrical hook-up, fresh water
storage, city water hook-up and a top extension to
provide more head room. Winnebago Industries manufactures
the EuroVan Camper conversion for Volkswagen of America
and Volkswagen of Canada.
[GRAPHIC OMMITTED] CLASS C MOTOR HOMES (MINI)
These are mini motor homes built on van-type chassis onto
which Winnebago Industries constructs a living area with
access to the driver's compartment. Class C motor homes
from Winnebago Industries include: Winnebago MinnieTM and
Minnie Winnie(R); Itasca Spirit(R) and Sundancer(R); and
the Rialta(R).
ABOUT THE COVER
Winnebago Industries has greatly expanded its motor home lineup for 1996.
Enhancing the new lineup are several brand new products including the luxurious
Vectra Grand Tour model shown on the front cover.
FINANCIAL HIGHLIGHTS
EXHIBIT 21
List of Subsidiaries
JURISDICTION PERCENT
OF OF
NAME OF CORPORATION INCORPORATION OWNERSHIP
Winnebago Industries, Inc. Iowa Parent
Winnebago International Corporation Iowa 100%
Winnebago Realty Corporation Iowa 100%
Winnebago Acceptance Corporation Iowa 100%
Winnebago R.V., Inc. Delaware 100%
Winnebago Products, Inc. Iowa 100%*
Winnebago Industries Europe GmbH Germany 100%
Cycle-Sat, Inc. Iowa 80%
* During fiscal year 1995, Winnebago Products, Inc. was merged into Winnebago
Industries, Inc.
EXHIBIT 23
INDEPENDENT ACCOUNTANTS' CONSENT
We consent to the incorporation by reference in Registration Statements No.
2-40316, No. 2-73221, No. 2-82109, No. 33-21757, and No. 33-59930 of Winnebago
Industries, Inc. on Form S-8 of our reports dated October 19, 1995 appearing in
and incorporated by reference in the Annual Report on Form 10-K for Winnebago
Industries, Inc. for the year ended August 26, 1995.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
November 15, 1995