EMPLOYMENT AGREEMENT

Exhibit 10.2

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is effective as of October   , 2007 (the “Effective Date”), and is entered into by and between XXXXXX, an individual (“Executive”), and Fleetwood Enterprises, Inc., a Delaware corporation (the “Company”).

R E C I T A L S

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affiliated entities relating to Executive’s employment with the Company or any of its affiliated entities shall be superseded by the terms of this Agreement except to the extent set forth herein.

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

A G R E E M E N T

1. Employment.  As of the Effective Date, the Company hereby employs Executive to serve in the capacity of [Title                     ]. The Company’s Board of Directors (the “Board”) and/or the Company’s Chief Executive Officer (the “CEO”) may provide other designations of title to Executive as the Board and/or CEO, in their discretion, may deem appropriate.

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

2. Employment Compensation And Benefits.

(a) Base Salary. Executive’s initial base salary shall be at the annual rate of XXXXXXXXX (Dollars) ($XXXXXXX) (the “Base Salary”), which shall be payable at least as frequently as monthly and subject to deductions and withholdings required by applicable law and as customary in respect of the Company’s salaried employees. The Company, on the basis of Executive’s performance and the Company’s financial success and progress, shall review this salary level at least annually.

(b) Incentive Compensation. As additional compensation to provide incentives for Executive to extend efforts which will assist in increasing the profits of the Company, Executive shall be eligible to receive incentive compensation based on achieving individual and organizational performance objectives in accordance with the terms and conditions of the Company’s management compensation plan as in effect from time to time.

(c) Vacation. Executive shall be entitled to annual vacations in accordance with the Company’s vacation policies in effect from time to time during the term of this Agreement.

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

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

3. Termination.

(a) At Will. The Company shall employ Executive at will, and either Executive or the Company may terminate Executive’s employment with the Company at any time and for any reason, with or without cause, with or without notice.

(b) Qualifying Termination. Executive’s termination shall be considered a “Qualifying Termination” unless:

(i) Executive voluntarily terminates his employment with the Company and its affiliated companies. Executive, however, shall not be considered to have voluntarily terminated his employment with the Company and its affiliated companies if his overall targeted total cash compensation (base salary plus targeted short term bonus), (TCC), is reduced or adversely modified in any material respect (unless the reduction or modification applies generally to similarly situated executives in the Company) or his position is modified or changed so that he is no longer an officer of the Company and he elects to terminate his employment within sixty (60) days following such reduction, modification or change after having given the Company at least 30 days notice of the same and a reasonable opportunity to cure during such 30-day notice period.

(ii) The termination is on account of Executive’s death or Disability. “Disability” shall mean a physical or mental incapacity as a result of which Executive becomes unable to continue the performance of his responsibilities for the Company and its affiliated companies and which, at least three (3) months after its commencement, is determined to be total and permanent by a physician agreed to by the Company and Executive, or in the event of Executive’s inability to designate a physician, his legal representative. In the absence of agreement between the Company and Executive, each party shall nominate a qualified physician and the two physicians so nominated shall select a third physician who shall make the determination as to Disability.

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

(a) Executive’s refusal to comply with a lawful instruction of the Board or Executive’s immediate supervisor, which refusal is not remedied by Executive within a reasonable period of time after his receipt of written notice from the Company identifying the refusal;

(b) Executive’s engaging in gross misconduct;

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

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

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

(iv) Executive ceases to be employed by the Company due to the sale or acquisition of all of the equity interests in, or substantially all of the assets of, a subsidiary or division of the Company with which Executive is affiliated, or in connection with the merger of such a subsidiary or division, and this Agreement is assumed in writing or by operation of law by such acquiring or surviving person or entity or an affiliate thereof.

(c) Return of Materials. In the event of any termination of Executive’s employment for any reason whatsoever, Executive shall promptly deliver to the Company all Company property, including, but not limited to, documents, data, and other information pertaining to Confidential Information, as defined below. Executive shall not take with him any documents or other information, or any reproduction, summary or excerpt thereof, containing or pertaining to any Confidential Information.

4. Change in Control. Concurrently with the execution of this Agreement, the Company and Executive have also entered into a Change in Control Agreement of even date herewith (the “Change in Control Agreement”). The Change in Control Agreement provides for certain rights and benefits in the event of a “change in control” of the Company (as defined therein) or termination of employment in connection with a change in control.

5. Severance Payment and Benefits.

If Executive’s employment is terminated as a result of a Qualifying Termination as defined in Section 3(b), and if Executive delivers a fully-executed release and waiver of all claims against the Company in a form reasonably acceptable to the Company, then, upon expiration of any applicable revocation period contained in the release and waiver, the Company shall pay or provide Executive the following Severance Payment and benefits based on Executive’s eligibility as described below:

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(i) As eligible, Executive shall receive the Severance Payment, as defined below, which shall be payable in equal monthly installments beginning on the first day of the first full month and continuing on the first day of each month thereafter during the Severance Period. The Severance Payment is in lieu of any severance payment benefits which otherwise may at that time be available under the Company’s applicable policies, other than the Change in Control Agreement. In the event that Executive shall be entitled to receive severance compensation under the Change in Control Agreement, such severance compensation shall be in lieu of and not in addition to the benefits provided in this Section 5(a).

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

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

Length of Service		Monthly Severance Payments
New hire up to six months		0
Six months up to 12 months		3
12 months up to 18 months		6
18 months up to 24 months		9
24 months or more		12

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

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

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

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

6. Compliance with Section 409A. Notwithstanding any provision of this Agreement to the contrary, if, at the time of Executive’s termination of employment with the Company, Executive is a “specified employee” as defined in Section 409A of the Code, and one or more of the payments or benefits received or to be received by Executive pursuant to this Agreement would become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code (the “Section 409A Taxes”) if provided at the time otherwise required under this Agreement, no such payment or benefit will be provided under this Agreement until the earliest of (a) the date which is six (6) months after Executive’s “separation from service” for any reason, other than death or “disability” (as such terms are used in Section 409A(a)(2) of the Code) or (b) the date of Executive’s death, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of Section 409A Taxes. The provisions of this Section 6 shall only apply to the minimum extent required to avoid Executive’s incurrence of any Section 409A Taxes. In addition, if any provision of this Agreement would cause Executive to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Company may reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code.

7. Nondisclosure of Confidential Information. Executive acknowledges that during the term of his employment with the Company, he will have access to and become acquainted with information of a confidential, proprietary or secret nature which is or may be either applicable to, or related in any way to, the present or future business of the Company, the research and development or investigation of the Company, or the business of any customer of the Company (“Confidential Information”). For example, Confidential Information includes, but is not limited to, devices, secret inventions, processes and compilations of information, records, specifications, designs, plans, proposals, software, codes, marketing and sales programs, financial projections, cost summaries, pricing formula, and all concepts or ideas, materials or information related to the business, products or sales of the Company and its customers and vendors. Executive shall not disclose any Confidential Information, directly or indirectly, or use such information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of employment with the Company. Executive also agrees to comply with the Company’s policies and regulations, as established from time to time for the protection of its Confidential Information, including, for example, executing the Company’s standard confidentiality agreements. This section shall survive termination of this Agreement.

8. Non-Solicitation. Executive agrees that so long as he is employed by the Company and for a period of twenty-four (24) months after termination of his employment for any reason, he shall not (a) directly or indirectly solicit, induce or attempt to solicit or induce any employee of the Company or any of its affiliated companies to discontinue his employment with the Company; (b) usurp any opportunity of the Company or any of its affiliated companies of which Executive

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became aware during his tenure at the Company or which is made available to him on the basis of the belief that Executive is still employed by the Company; or (c) directly or indirectly solicit or induce or attempt to influence any person or business that is an account, customer or client of the Company or any of its affiliated companies to restrict or cancel the business of any such account, customer or client with the Company or any of its affiliated companies. This section shall survive termination of this Agreement.

9. Successors.

(a) This Agreement is personal to Executive, and without the prior written consent of the Company shall not be assignable by Executive other than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives.

(b) The rights and obligations of the Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the Company.

10. Governing Law. This Agreement is made and entered into in the State of California, and the internal laws of California shall govern its validity and interpretation in the performance by the parties hereto of their respective duties and obligations hereunder.

11. Modifications. This Agreement may be amended or modified only by an instrument in writing executed by all of the parties hereto.

12. Entire Agreement. Except as otherwise set forth herein, this Agreement, along with the Change in Control Agreement, supersedes any and all prior written or oral agreements between Executive and the Company, including but not limited to any and all employment agreements and change in control agreements. This Agreement, along with the Change in Control Agreement, contains the entire understanding of the parties hereto with respect to the terms and conditions of Executive’s employment with the Company; provided, however, that this Agreement is not intended to supersede any agreements that Executive may previously have entered into regarding the protection of trade secrets and confidential information.

13. Dispute Resolution

(a) Any controversy or dispute between the parties involving the construction, interpretation, application or performance of the terms, covenants, or conditions of this Agreement, the employment of Executive or in any way arising under this Agreement (a “Covered Dispute”) shall, on demand by either of the parties be referenced pursuant to the procedures described in California Code of Civil Procedure (“CCP”) Sections 638, et seq., as they may be amended from time to time (or such procedures as nearly the same as may be available under the laws of California, the “Reference Procedures”), to a retired Judge from the superior court of California for the County of Riverside (the “Venue County”) for a decision.

(b) The Reference Procedures shall be commenced by a joint stipulation filed in the Venue County Court or by either party filing in the superior court of Venue County a motion pursuant to CCP Section 638 (or such procedures as nearly the same as may be available under the laws of California, a “Motion”). The referee shall be a Judge from the list of retired

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superior court Judges from the Venue County who have made themselves available for trial or settlement of civil litigation under said Reference Procedures. If the parties hereto are unable to agree on the designation of a particular retired superior court Judge of the Venue County, or the designated Judge is unavailable or unable to serve in such capacity, request shall be made that the Presiding or Assistant Presiding Judge of the superior court of the Venue County appoint as referee a retired superior court Judge from the aforementioned list.

(c) Except as hereafter agreed by the parties, the referee shall apply the internal law of the State of California in deciding the issues submitted hereunder. Each of the parties reserves its respective rights to allege and assert in such pleadings all claims, causes of action, contentions and defenses which it may have arising out of or relating to the general subject matter of the Covered Dispute that is being determined pursuant to the Reference Procedures. Reasonable notice of any motions before the referee shall be given, and all matters shall be set at the convenience of the referee. Discovery shall be conducted as the parties agree or as allowed by the referee. Unless waived by each of the parties, a reporter shall be present at all proceedings before the referee. By agreeing to this procedure, the parties expressly waive their right to a jury trial.

(d) It is the parties’ intention by this Section 13 that all issues of fact and law and all matters of a legal and equitable nature related to any Covered Dispute will be submitted for determination by a referee designated as provided herein. Accordingly, the parties hereby stipulate that a referee designated as provided herein shall have all powers of a Judge of the superior court including, without limitation, the power to grant equitable and interlocutory and permanent injunctive relief.

(e) Each of the parties specifically consents and agrees to (i) the exercise of jurisdiction over his person by a referee designated as provided herein with respect to any and all Covered Disputes; (ii) the personal jurisdiction of the California courts with respect to any appeal or review of the decision of any such referee, and (iii) venue for any dispute subject to this Section 13 shall be in the County of Riverside.

(f) Each of the parties acknowledges that the decision by a referee designated as provided herein shall be a basis for a judgment as provided in CCP Section 644 and shall be subject to exception and review as provided in CCP Section 645, or such procedures as nearly the same as may be available under the laws of California.

(g) The Company shall pay all fees and costs incurred by Executive in connection with the Reference Procedures for a Covered Dispute other than attorneys’ fees incurred by Executive.

14. Notices. Any notice or communications required or permitted to be given to the parties hereto shall be delivered personally or be sent by United States registered or certified mail, postage prepaid and return receipt requested, and addressed or delivered as follows, or at such other addresses the party addressed may have substituted by notice pursuant to this Section:

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To the Company:	To Executive:
Fleetwood Enterprises, Inc.	(Name)
0000 Xxxxx Xxxxxx	(Home Address)
Riverside, California 92503-5527	(City, State, Zip)
Attn: General Counsel

15. Captions. The captions of this Agreement are inserted for convenience and do not constitute a part hereof.

16. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein and there shall be deemed substituted for such invalid, illegal or unenforceable provision such other provision as will most nearly accomplish the intent of the parties to the extent permitted by the applicable law. In case this Agreement, or any one or more of the provisions hereof, shall be held to be invalid, illegal or unenforceable within any governmental jurisdiction or subdivision thereof, this Agreement or any such provision thereof shall not as a consequence thereof be deemed to be invalid, illegal or unenforceable in any other governmental jurisdiction or subdivision thereof.

17. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one in the same Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered effective as of the day and year first written above.

(Name)

FLEETWOOD ENTERPRISES, INC.,

a Delaware corporation

By:

Name:

Title:

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