WINNEBAGO INDUSTRIES, INC.
STOCK OPTION PLAN
THIS Stock Option Plan ("PLAN"), effective as of the date of its approval by the Board of Directors, the 14th
day of August, 1997, is hereby adopted and established by Winnebago Industries, Inc., an Iowa corporation,
("COMPANY") and will be maintained by the Company for the purpose of providing stock options for selected
management, key employees, directors, advisors and consultants as provided herein.
ARTICLE 1 -- PURPOSE
The purpose of the Plan is to provide additional incentive to those officers, employees, directors, advisors and
consultants of the Company whose substantial contributions are essential to the continued growth and success of
the Company's business in order to strengthen their commitment to the Company, to motivate them to faithfully
and diligently perform their assigned responsibilities and to attract and retain competent and dedicated individuals
whose efforts will result in the long-term growth and profitability of the Company. To accomplish such purposes,
the Plan provides that the Company may grant Incentive Stock Options, Nonqualified Stock Options and Stock
Appreciation Rights. The provisions of the Plan are intended to satisfy the requirements of
Section 16(b) of the Exchange Act, and the regulations promulgated thereunder.
ARTICLE 2 -- DEFINITIONS
For purposes of this Plan:
2.1 "ADVISOR" or "CONSULTANT" means an advisor or consultant who is an independent contractor with
respect to the Company or a Subsidiary, and who provides bona fide services (other than in connection with the
offer or sale of securities in a capital raising transaction) to the executive officers or Board of Directors regarding
major functions, portions or operations of the Company's business; who is not an employee, officer, director or
holder of more than ten percent (10%) of the outstanding voting securities of the Company; and whose services
the Committee determines is of vital importance to the overall success of the Compan