Cto Employment Agreement

EXHIBIT 10(a)


EMPLOYMENT AGREEMENT


This Employment Agreement (this "Agreement") is effective as of _________ __, 2001 (the "Effective Date"), and is entered into by and between , an individual ("Executive"), and [Fleetwood Enterprises, Inc.], a Delaware corporation (the "Company").


R E C I T A L S


WHEREAS, the Company has determined that it is in its best interests to implement a new compensation program to compensate certain of its employees on a more competitive basis and thereby encourage such employees to further the interests of the Company and its stockholders, which program shall be effective as of the Company's fiscal year beginning May 1, 2001 (the "New Compensation Program");


WHEREAS, the Company desires that Executive participate in the New Compensation Program by entering into this Agreement and Executive desires to participate in the New Compensation Program by entering into this Agreement; and


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affiliated entities relating to Executive's employment with the Company or any of its affiliated entities shall be superseded by the terms of this Agreement except to the extent set forth herein.


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


A G R E E M E N T


1. EMPLOYMENT. As of the Effective Date, the Company hereby employs Executive to serve in the capacity of [Title] ("[Title]"). The Company's Board of Directors (the "Board") and/or the Company's Chief Executive Officer (the "CEO") may provide such additional designations of title to Executive as the Board [and/or CEO], in its discretion, may deem appropriate.


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


2. EMPLOYMENT COMPENSATION AND BENEFITS.


(a) BASE SALARY. Executive's initial base salary shall be at
the annual rate of _________________________ Dollars ($____________)
(the "Base Salary"), which be payable at least as frequently as monthly
and subject to deductions and withholdings required by applicable law
and as customary in respect of the Company's salaried employees. This
salary level shall be reviewed at least annually by the Board's
Compensation Committee on the basis of Executive's performance and the
Company's financial success and progress.


(b) INCENTIVE COMPENSATION. As additional compensation to
provide incentives for Executive to extend efforts which will assist in
increasing the profits of the Company, Executive shall be eligible to
receive incentive compensation in accordance with the terms and
conditions of the Company's Senior Executive Incentive Compensation
Plan, as such plan has been established by the Company and as may be
modified from time to time (the "Plan"). A copy of the Plan has been
delivered to Executive along with this Agreement and the Company shall
provide Executive with a copy of any revisions to the Plan when such
revisions become effective. Executive's participation in the Plan and
the number of participant points granted under the Plan are subject to
adjustment by the Board's Compensation Committee at such Committee's
discretion.


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


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


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


3. TERMINATION.


(a) AT WILL. The Company shall employ Executive at will, and
either Executive or the Company may terminate Executive 's employment
with the Company at any time and for any reason, with or without cause.


(b) SEVERANCE PAYMENT AND BENEFITS. If Executive 's employment
is terminated as a result of a Qualifying Termination, as defined
below, and if Executive delivers a fully executed release and waiver of
all claims against the Company in the


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form attached hereto as EXHIBIT A (the "Release Agreement"), then, upon
expiration of any applicable revocation period contained in the Release
Agreement, the Company shall pay or provide Executive the following
severance payment and benefits:


(i) Executive shall receive the Severance Payment, as
defined below, which shall be payable in equal monthly
installments beginning on the first day of the first full
month and continuing on the first day of each month thereafter
during the Severance Period. The Severance Payment is in lieu
of any severance payment benefits which otherwise may at that
time be available under the Company's applicable policies;
PROVIDED, HOWEVER, that nothing in this Agreement is intended
to modify or supersede the Agreement re: Change In Control
entered into between Executive and the Company as of ________,
2001 (the "Agreement re: Change In Control"), and Executive
shall be entitled to receive whatever additional severance pay
benefits, if any, for which he may qualify according to the
terms of the Agreement re: Change in Control.


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


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


(iii) Any and all of Executive's unvested stock
options shall immediately become fully vested and exercisable.
Notwithstanding anything to the contrary contained in the
equity incentive plan(s) pursuant to which such


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options were granted, any options that vest and become
exercisable pursuant to this Section 3(b)(iii) shall expire
sixty (60) days after the Qualifying Termination.


(c) QUALIFYING TERMINATION. Executive 's termination shall be
considered a "Qualif ...