(e)     On June 24, 2008, the Board of Directors of Winnebago Industries, Inc. (the “Company”), upon the recommendation of the Human Resources Committee (the “Committee”), approved effective August 30, 2008, the beginning of the Company’s 2009 fiscal year, (i) the Officers Incentive Compensation Plan—Fiscal Period 2009 (the “2009 Incentive Compensation Plan”) and (ii) the Officers Long-Term Incentive Plan—Fiscal Three-Year Period 2009, 2010 and 2011 (the “LTIP 2009-2011”). Robert J. Olson (Chairman, Chief Executive Officer and President), Raymond M. Beebe (Vice President, General Counsel and Secretary), Sarah N. Nielsen (Vice President, Chief Financial Officer), William J. O’Leary (Vice President, Product Development) and Roger W. Martin (Vice President, Sales and Marketing) (collectively, the “Named Executive Officers”) will participate in both the 2009 Incentive Compensation Plan and the LTIP 2009-2011.

The 2009 Incentive Compensation Plan provides for quarterly incentive awards based upon financial performance of the Company. The purpose of the 2009 Incentive Compensation Plan is to promote the growth and profitability of the Company by providing its officers with an incentive to achieve corporate profit objectives and to attract and retain officers who will contribute to the achievement of growth and profitability of the Company. The 2009 Incentive Compensation Plan is an annual program that provides for quarterly cumulative measurements of financial performance and an opportunity for quarterly incentive payments based on financial results measured against predetermined financial performance targets established by the Board of Directors. The Board of Directors, upon recommendation of the Committee, established diluted earnings per share and return on invested capital as the key financial performance measurements under the 2009 Incentive Compensation Plan. Under the 2009 Incentive Compensation Plan, the amount of the Named Executive Officers’ incentive compensation for the quarter shall be in direct proportion to the Company’s financial performance expressed as a percentage (Financial Factor) against the base salary bonus (Target) for each participant. The Named Executive Officers must be employed by the Company at the end of the fiscal period for any quarterly incentive payment and as of the end of the fiscal year to be eligible for any Company holdback payment discussed below and for the restricted stock grant portion of incentive awards under the 2009 Incentive Compensation Plan discussed below, except as may be waived by the Committee for normal retirement and disability.

The 2009 Incentive Compensation Plan provides for a bonus (Target) of 90% (for the Chief Executive Officer and President) and 60% (in the case of the other Named Executive Officers) of base salary, respectively, comprised of 2/3 cash and 1/3 restricted stock, at 100% achievement of the financial objectives. Fifty percent (50%) of the quarterly calculated cash incentive is paid within 45 days after the close of each quarter. The remaining fifty percent (50%) of the quarterly calculated cash incentive is held back and carried forward into the next quarter on a cumulative basis. At the end of the fourth fiscal quarter (fiscal year end), a final year-end accounting is made prior to the payment of any remaining incentive holdback for the year. The price of the restricted stock will be the closing market price of the Company’s common stock on the date the grant is approved by the Committee in October following fiscal year end. The stock award restriction will be removed one year after the grant date.

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