DREW INDUSTRIES INC (Form: 8-K, Received: 03/04/2015 17:03:22)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 26, 2015



DREW INDUSTRIES INCORPORATED


(Exact name of registrant as specified in its charter)

Delaware	001-13646	13-3250533

(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer of incorporation)

3501 County Road 6 East, Elkhart, Indiana		46514

(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code:		(574) 535-1125


	N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 26, 2015, the Compensation Committee (the “Committee”) of the Board of Directors of Drew Industries Incorporated (“Drew” or the “Company”) approved a new compensation arrangement for the senior officers of the Company and its wholly-owned subsidiary Lippert Components, Inc. for fiscal year 2015, including with respect to named executive officers of the Company noted below, that, in addition to base salary, includes an annual management incentive program and value-based equity awards consisting of performance stock awards and time-based deferred stock awards. Base salaries for fiscal year 2015 were generally increased by 5% in recognition of the Company’s performance, and will be reviewed and adjusted on an annual basis. The 2015 base salaries for the following named executive officers were adjusted as follows:



Name	Title	2015 Base Salary
Jason D. Lippert	Chief Executive Officer	$	840,000
Scott T. Mereness	President	$	577,500
Robert A. Kuhns	Vice President - Chief Legal	$	341,250
	Officer and Secretary

In conjunction therewith, the Committee approved and adopted a form of Executive Employment Agreement for its senior officers that have an initial three year term with automatic one-year renewals, and that provide severance payments or other benefits under certain circumstances following termination. In the event of a termination by the Company without cause (as defined in the agreement) or by the executive for good reason (as defined in the agreement), Messrs. Lippert, Mereness and Kuhns would be entitled to severance compensation consisting of two years base salary, an amount equivalent to two times his average bonus of the prior three years (with the average capped at current base salary), as well as a proportionate amount of any payment due under the then-current management incentive plan and accelerated vesting of time-based equity awards. In the event of termination on account of disability or death, Messrs. Lippert, Mereness and Kuhns would be entitled to compensation consisting of one year base salary, as well as a proportionate amount of any payment due under the then-current management incentive plan, accelerated vesting of time-based equity awards, and a proportionate amount of shares earned pursuant to performance-based equity awards. The agreement also includes restrictive covenants with respect to non-competition, non-solicitation and confidentiality.

The description of the form of Executive Employment Agreement contained herein is a summary of the material terms of the agreement, does not purport to be complete, and is qualified in its entirety by reference to the form of agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

2015 Annual Management Incentive Program

On February 26, 2015, the Committee approved the 2015 Annual Incentive Program for the Company’s senior officers (the “2015 Program”), pursuant to the Drew Industries Incorporated Equity Award & Incentive Plan, as amended and restated. Under the 2015 Program, participants earn incentive compensation based on the results of Company financial performance measurements for the program year, which for 2015 may be based on goals for Return on Invested Capital (“ROIC”), Return on Net Assets (“RONA”), revenue growth, or a combination thereof. With respect to Messrs. Lippert, Mereness and Kuhns, 90% of the incentive award is based on a formula related to ROIC and 10% is based on revenue growth targets. If 2015 ROIC is greater than 15% and less than 18% (“Tier 1”), incentive compensation payable to Messrs. Lippert, Mereness and Kuhns would equal 3%, 2% or 0.50%, respectively, of consolidated operating profit within the tier. If 2015 ROIC is greater than 18% and less than 21% (“Tier 2”), incentive compensation payable to Messrs. Lippert, Mereness and Kuhns would equal 4%, 3% or 0.53%, respectively, of consolidated operating profit within the tier, plus the amount calculated for the Tier 1 bonus. If 2015 ROIC is greater than 21% (“Tier 3”), incentive compensation payable to Messrs. Lippert, Mereness and Kuhns would equal 5%, 4% or 0.56%, respectively, of consolidated operating profit within the tier, plus the amount calculated for the Tier 1 and Tier 2 bonus. Once the bonus payment amount is determined, payment will be made in cash up to twice the participant’s base salary, and any excess will be paid out half in cash and half in deferred stock units (“DSUs”) with a minimum deferral period of one year. The 2015 Program includes, among other provisions, termination and clawback provisions.

The description of the 2015 Program contained herein is a summary of the material terms of the 2015 Program, does not purport to be complete, and is qualified in its entirety by reference to the 2015 Program, which is attached to this Current Report on Form 8-K as Exhibit 10.2 and incorporated herein by reference.

Performance Stock Award and Deferred Stock Award Agreements

Also on February 26, 2015, the Committee approved terms and conditions for long-term incentive grants of performance shares and DSUs pursuant to the Drew Industries Incorporated Equity Award & Incentive Plan, as amended and restated, and adopted new forms of Performance Stock Award and Deferred Stock Award Agreements setting forth those terms and conditions.

The 2015 performance shares provide for full vesting of the awards after three years, subject to the rate of cumulative growth over a two-year measurement period of the Company’s adjusted earnings per share above a benchmark EPS of $2.61. The performance shares will require a 12% annualized growth rate in adjusted EPS to earn the target number of shares, and an 18% annualized growth rate to achieve the maximum opportunity of 150% of the target shares. The 2015 DSUs contain a time-based three year vesting schedule, with vesting occurring annually in one-third increments. 67% of the equity awards for named executive officers are performance-based, and 33% vest over time alone.

2015 performance shares and DSUs for the following named executive officers were granted as follows:



Name	Performance Shares (at Target)	DSUs
Jason D. Lippert	34,394	16,940
Scott T. Mereness	24,615	12,124
Robert A. Kuhns	1,251	616

The award agreements include, among other provisions, termination, change-in-control, and clawback provisions.

The description of the Performance Stock Award and Deferred Stock Award Agreements contained herein is a summary, does not purport to be complete, and is qualified in its entirety by reference to the Performance Stock Award and Deferred Stock Award Agreements, which are attached to this Current Report on Form 8-K as Exhibit 10.3 and 10.4, respectively, and incorporated herein by reference.


Item 9.01	Financial Statements and Exhibits

Exhibits

10.1 - Form of Executive Employment Agreement

10.2 - 2015 Management Incentive Plan

10.3 - Form of Performance Stock Award

10.4 - Form of Deferred Stock Award

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DREW INDUSTRIES INCORPORATED

(Registrant)

By: /s/ Joseph S. Giordano III

Joseph S. Giordano III

Chief Financial Officer and Treasurer

Dated: March 4, 2015

Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

This Agreement is made this [DATE] day of [MONTH], 20[__], between [NAME] (“ Executive ”) and Lippert Components, Inc. (the “ Corporation ”), and is effective as of [DATE] (the “ Effective Date ”). This Agreement’s purposes are to set forth certain terms of Executive’s employment by the Corporation or one of its affiliates and to protect the Corporation’s knowledge, expertise, customer relationships, and confidential information. The Corporation has several divisions and certain relationships with related companies and other affiliates, including but not limited to Drew Industries Incorporated (“ Drew Industries ”) and Lippert Components Manufacturing, Inc., as well as other entities (each, an “ Affiliate ”). To the extent Executive is assigned to an Affiliate by the Corporation, performs services for an Affiliate and/or has access to confidential or proprietary information of an Affiliate, the term “Corporation” as used in this Agreement only, shall also be deemed to include any other Affiliate to which Executive is assigned, for which Executive performs any services and/or about which Executive is exposed to confidential or proprietary information during Executive’s employment relationship with the Corporation.


1.	Employment and Duties .

Employment . The Corporation hereby employs Executive, and Executive accepts employment, under this Agreement’s terms, for the period beginning the Effective Date and ending on December 31, 20[__] (the “ Employment Period ”), unless sooner terminated pursuant to the terms of Section 3 of this Agreement. The Employment Period shall automatically be extended for successive additional one-year periods on January 1 ^st commencing on January 1, 20[__] unless either party to this Agreement provides the other party with notice of termination of this Agreement at least sixty (60) days prior to the date on which the Employment Period would be automatically extended for an additional one year, or unless otherwise sooner terminated pursuant to the terms of Section 3 of this Agreement. The principal place of employment and the location of Executive’s principal office and normal place of work shall be [LOCATION]. Given the geographic scope of the Corporation’s business and the fact that Executive’s duties and responsibilities will be as co-extensive, geographically, as the scope of the Corporation’s business, Executive will be expected to travel to other locations, as necessary, in the performance of Executive’s duties; provided , however , Executive shall at no time be required to change the locale of his residence without his consent.

Title and Duties . Executive will be employed as the [TITLE] of Lippert Components, Inc. [and [TITLE] of Drew Industries Incorporated], will be duly appointed an officer of Lippert Components, Inc. [and Drew Industries], and will report directly to [TITLE] of Lippert Components, Inc. Executive will perform such duties, and exercise such supervision and control with regard to the business of the Corporation, as are commonly associated with Executive’s position, as well as perform such other duties as are reasonably assigned to Executive. Executive will devote substantially all of Executive’s business time and energy to Executive’s duties. [Executive will maintain operations in Executive’s area of responsibility, and make every reasonable

effort to ensure that the employees within that area of responsibility act, in compliance with applicable law and the Corporation’s Guidelines for Business Conduct, as amended from time to time.] Executive is subject to all of the Corporation’s employment policies and procedures (except as specifically superseded by this Agreement). [During the period of his employment, the Board will nominate Executive as a director for election by the stockholders of Drew Industries to the Board.] ¹


2.	Compensation and Benefits .

Base Salary . Executive’s initial aggregate annual base salary will be [$_____], less applicable withholdings and deductions, payable according to the Corporation’s regular payroll schedule. [Executive’s performance shall be reviewed annually by the Board’s Compensation Committee (the “ Committee ”).] Executive’s base salary shall be reviewed annually and may be increased in [the Corporation’s][the Committee’s] sole discretion from time to time.


B.	Annual Incentive Compensation . Executive will be eligible to participate in the Corporation’s management incentive compensation plans, adopted by the Corporation from time to time, in [the Corporation’s][the Committee’s] discretion and in accordance with the plans’ terms and conditions.


C.	Equity Awards. Executive will be eligible for stock-based awards in [the Corporation’s] [the Committee’s] discretion from time to time.

Employee Benefits . Executive will be eligible to participate in the Corporation’s employee welfare plans (health, dental, life, short-term and long-term disability insurance coverage), retirement or savings plans, and other benefit plans on the same basis as other similarly situated executives, in accordance with the terms of the plans. The Corporation reserves the right to amend or discontinue any plan or policy at any time in its sole discretion. Executive agrees to have an annual comprehensive physical examination at the expense of the Corporation (to the extent not covered by insurance) by a physician of his choice. In addition to the Corporation’s generally available benefits, the Corporation shall provide Executive, at the Corporation’s expense during the term of Executive’s employment:


i.	The Executive shall be eligible to participate in any pension, retirement, deferred compensation, or profit-sharing plan adopted by the Corporation for the benefit of its executives.

¹ CEO only.

ii.

To supplement standard long-term disability coverage, the Corporation shall maintain, to the extent such coverage is available on commercially reasonable terms (as determined by the Corporation in its discretion), at no cost to Executive, disability insurance (subject to the terms and conditions of the underlying policy) providing for weekly payments to Executive, in the event Executive shall fail or be unable to perform his obligations hereunder, in the amount of not less than [$_____] per year. Such payments shall continue for the maximum available term after the commencement of disability.


iii.	The Corporation will provide an automobile allowance of [$____] per month, less applicable withholdings, in accordance with the Corporation’s automobile policy, together with reimbursement for gasoline, customary insurance, maintenance and registration fees on presentation of expense vouchers, to be used in connection with the business of the Corporation.


iv.	Executive shall be entitled to a vacation in each year during the Employment Period of not less than 3 weeks. Executive shall not be entitled to any additional payout for unused vacation during any given year.


E.	Expenses . All travel and other expenses incident to the rendering of services by Executive hereunder in accordance with the travel policies of the Corporation will be paid by the Corporation. If any such expenses are paid in the first instance by Executive, the Corporation will reimburse him therefore on presentation of expense vouchers.


3.	Term and Termination of Employment .


A.	Term . This Agreement shall continue in full force and effect during the Employment Period until terminated as set forth in Section 1 or as otherwise set forth under Section 3.B below.


B.	Termination .


i.	By Mutual Agreement . The parties may terminate Executive’s employment at any time by mutual agreement.


ii.	By the Corporation without Cause . The Corporation may terminate Executive’s employment without Cause upon 90 days’ prior written notice.

iii.

By the Corporation with Cause . The Corporation may terminate Executive’s employment at any time for Cause. “ Cause ” means Executive’s (a) willful and continued failure to follow [the Corporation’s] [the Board’s] reasonable direction or to perform any duties reasonably required of Executive (other than any such failure resulting from his disability or from termination by Executive for Good Reason), after written demand for substantial

performance is delivered to Executive specifying in reasonable detail the manner in which Executive has not performed, and Executive has not remedied such failure within 30 days after notice thereof, (b) material violation of, or failure to act upon or report known or suspected violations of, the Corporation’s Guidelines for Business Conduct, as amended from time to time, (c) conviction of, or a plea of nolo contendere with respect to, any felony, (d) commission of any criminal, fraudulent, or dishonest act in connection with Executive’s employment, (e) material breach of this Agreement which, if capable of remedy, continues for a period of 30 days without remedy thereof by Executive after notice thereof, or two or more such breaches in any two month period, or (f) one or more instances of willful misconduct or gross negligence that, individually or in the aggregate, is materially detrimental to the Corporation’s interests. In such event, Executive shall be entitled to no further compensation or payments from the Corporation other than earned but unpaid salary or benefits. In any instance where the Corporation may have grounds for Cause, failure by the Corporation to provide written notice of the grounds for Cause within 120 days of discovery shall be a waiver of its right to assert the subject conduct as a basis for termination for Cause.


iv.	By Executive without Good Reason . Executive may resign and terminate Executive’s employment at any time for any reason, including due to Executive’s retirement, upon 90 days’ prior written notice. In such event, Executive shall be entitled to no further compensation or payments from the Corporation other than earned but unpaid salary or benefits.

By Executive for Good Reason . Executive may terminate Executive’s employment for Good Reason, as defined below, upon 90 days’ prior written notice. Executive must give the Corporation written notice specifying in reasonable detail the circumstances constituting Good Reason, within 120 days after becoming aware of such circumstances, or such circumstances will not constitute Good Reason. If the circumstances constituting Good Reason are reasonably capable of being remedied, the Corporation will have 90 days to remedy such circumstances. “ Good Reason ” will exist if the Corporation takes any of the following actions, without Executive’s consent: (a) materially reduces Executive’s base salary other than in connection with a general reduction affecting a group of employees or, to the extent deemed minimally necessary by the Board in good faith, in response to the Board’s failure to receive stockholder approval, on an advisory basis, of the Corporation’s executive compensation program at the Annual Meeting of Stockholders of Drew Industries; (b) moves Executive’s primary work location more than 100 miles; (c) assigns to Executive any duties materially inconsistent in any respect with Executive’s position (including status, offices, titles and reporting relationships) as contemplated by Section 1 or otherwise makes changes that substantially diminish Executive’s position,

authority, duties or responsibilities, excluding an insulated, insubstantial and inadvertent action not taken in bad faith and which is promptly remedied by the Corporation; (d) [failure by the Board to nominate Executive to serve on the Board] ² ; or (e) any other material breach of this Agreement by the Corporation that is not remedied within the time period specified above after written notice thereof.

vi.

Due to Executive’s Death or Disability. Executive’s employment will terminate automatically if Executive dies, effective as of the date of Executive’s death. The Corporation may, upon 30 days’ prior written notice, terminate Executive’s employment due to Executive’s physical or mental disability that renders Executive incapable of performing the essential functions of Executive’s job, with or without reasonable accommodation, and which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. The Corporation will determine whether Executive has incurred a disability based on its own good faith determination, and may require Executive to submit to reasonable physical and mental examinations for this purpose. In the absence of agreement between the Corporation and Executive (or his legal representative), 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.

[Upon Executive’s termination of employment for any reason, he will submit his resignation from the Board and any committees thereof.] ³


4.	Severance and Death/Disability Benefits .

Circumstances under Which Severance Benefits Payable . Executive will be entitled to the severance benefits described in Section 4.B (“ Severance Benefits ”) only if Executive’s employment during the Employment Period is terminated by the Corporation without Cause under Section 3.B(ii) (including if the Corporation terminates Executive’s employment without Cause within 120 days following the expiration of the original Employment Period or any subsequent one-year period as described in Section 1, as applicable, but excluding death or disability) or is terminated by Executive for Good Reason under Section 3.B(v). Whether Executive has had a termination of employment will be determined in a manner consistent with the definition of “ Separation from Service ” under Section 409A of the Internal Revenue Code of 1986 and its accompanying regulations (“ Section 409A ”) and will be referred to herein as a “ Termination .” For purposes of this Agreement, Executive will be considered to have experienced a Termination as of the date that the facts and circumstances indicate that it is reasonably anticipated that Executive will

² CEO only.

³ CEO only.

provide no further services after such date or that the level of bona fide services that Executive is expected to perform permanently decreases to no more than 20% of the average level of bona fide services that Executive performed over the immediately preceding 36-month period. In consideration of the Severance Benefits in this Agreement, Executive waives any payments or benefits to which Executive otherwise might be or become entitled under any severance plan or program of the Corporation.


B.	Severance Benefits . Subject to Section 4.C, Executive shall be entitled to the following Severance Benefits if Executive experiences a Termination under the circumstances described in Section 4.A above:


i.	An amount equivalent to [two] ⁴ times Executive’s annual base salary (at the highest annualized rate in effect at any time within two years of the date of Executive’s Termination).

ii.

An amount equivalent to [two] times Executive’s average bonus or incentive compensation actually paid to Executive, if any, during the 36-month period immediately preceding his Termination (excluding equity awards, payments under any long-term or similar benefit plan, or any other special or one-time bonus or incentive compensation payments, and provided that the three-year average shall not exceed Executive’s then-current annual base salary).

iii.

Amounts payable under a then-current management incentive plan will be paid out to Executive in accordance with the terms thereof. All stock-based awards granted to Executive that vest solely on the passage of time and which have not vested as of the date of Executive’s Termination shall immediately vest and become exercisable pursuant to the terms thereof. Awards that vest upon the achievement of one or more performance goals, such as performance stock awards, will terminate in accordance with their terms.


iv.	A lump sum payment, minus applicable deductions, including deductions for tax withholding, to offset costs of COBRA equal to the current COBRA premium in effect at the date of Termination, multiplied by 12, which amount will be paid within 30 days following the Starting Date (defined below).


v.	Outplacement services, for a time period (not less than 6 months following the Starting Date (defined below)) established by the Corporation, consistent with those provided to similarly situated executives provided by an outplacement firm selected by the Corporation in its sole discretion, and at the expense of the Corporation.

⁴ Grade 16 and higher - 2 years. Grade 15 - 1 year.

Except as provided in Section 4.F or as otherwise provided herein, the Severance Benefits in Sections 4.B(i)-(ii) will be paid out, minus applicable deductions, including deductions for tax withholding, in equal weekly payments on the regular payroll cycle over the [24]-month period following Executive’s Termination. Except as provided in Section 4.F or as otherwise provided herein, commencement of the Severance Benefits shall begin on the first payroll date following the date on which Executive's release of claims under Section 4.C becomes effective (but only if such release becomes effective within the 75-day period following Executive's Termination) (the “ Starting Date ”); provided , that the payment of Severance Benefits required under this Section 4 shall be made or commence (as applicable) in the second calendar year if such 75-day period begins in one calendar year and ends in the subsequent calendar year. If Executive revokes or does not sign the Release Agreement during such 75-day period, no severance or other benefits shall be payable hereunder. The first payment on the Starting Date shall include those payments that would have been previously paid if the payments of the severance compensation had begun on the first payroll date following the date of Executive’s Termination. Executive’s entitlement to the payments of the severance compensation described in Sections 4.B(i)-(ii) shall be treated as the entitlement to a series of separate payments for purposes of Section 409A. Executive shall not be required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise; nor shall the amount of any payment or benefit provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any other benefits received by Executive from another employer, except as provided in Section 4.C below.

Separation Agreement and Release Required . In order to receive any Severance Benefits or Disability Benefits (defined in Section 4.E below) under this Agreement, Executive must timely sign and not revoke a separation agreement and release of claims (containing a full and complete release by Executive of any and all claims of every kind and nature against the Corporation) in a form acceptable to and determined by the Corporation in its discretion. The Corporation shall provide to Executive a form of separation agreement and release of claims no later than three (3) days following Executive’s date of Termination. If Executive does not timely execute and deliver to the Corporation such separation agreement and release, or if Executive does so, but then revokes it if permitted by and within the time required by applicable law, the Corporation will have no obligation to pay or provide any of the Severance Benefits or Disability Benefits to Executive. It is expressly understood that the Corporation’s payment obligations under Section 4.B or 4.E, respectively, shall cease in the event Executive breaches any of his agreements in Section 5 hereof and, in the event of any such breach, Executive shall repay in cash immediately to the Corporation any amounts previously paid to Executive under Section 4.B or 4.E, respectively.

Death Benefits . In addition to earned but unpaid salary and benefits, Executive (and his estate, beneficiaries or any other person legally claiming through him) shall be entitled to the following compensation if Executive experiences a Termination because of death (“ Death Benefits ”): The Corporation shall continue to pay to the heir or designee of Executive (i) Executive’s base salary for a period of one year from the date of death of Executive, and (ii) Executive’s incentive compensation (excluding equity awards), which Executive would have been entitled to receive at the completion of the year of Executive’s death but for such termination. The base salary portion of Death Benefits will be paid out, minus applicable deductions, including deductions for tax withholding, in equal weekly payments on the regular payroll cycle. Incentive compensation will be calculated and paid in accordance with the terms of the applicable plan. All stock-based awards granted to Executive, other than awards granted under a long-term incentive plan, which have not vested as of the date of Executive’s Termination shall immediately vest and become exercisable pursuant to the terms thereof. Awards granted under a long-term incentive plan, such as performance stock awards, will remain outstanding subject to their terms. All shares of stock deliverable pursuant to outstanding DSUs awarded to Executive will be delivered to the heir or designee of Executive pursuant to the terms thereof.

Disability Benefits . In addition to earned but unpaid salary and benefits, Executive shall be entitled to the following compensation if Executive experiences a Termination because of disability (“ Disability Benefits ”): The Corporation shall pay to Executive (i) the difference between Executive’s base salary and the amount of disability payments received by the Executive pursuant to disability insurance provided in accordance with this Agreement, for a period of one year from the date of Executive’s Termination, and (ii) Executive’s incentive compensation (excluding equity awards), which Executive would have been entitled to receive at the completion of the year of Executive’s Termination but for such termination. Except as provided in Section 4.F or as otherwise provided herein, the base salary portion of Disability Benefits will be paid out, minus applicable deductions, including deductions for tax withholding, in equal weekly payments on the regular payroll cycle. Incentive compensation will be calculated and paid in accordance with the terms of the applicable plan. All stock-based awards granted to Executive, other than awards granted under a long-term incentive plan, which have not vested as of the date of Executive’s Termination shall immediately vest and become exercisable pursuant to the terms thereof. Awards granted under a long-term incentive plan, such as the performance stock awards, will remain outstanding subject to their terms. All shares of stock deliverable pursuant to outstanding DSUs awarded to Executive will be delivered pursuant to the terms thereof. Additionally, a lump sum payment, minus applicable deductions, including deductions for tax withholding, to offset costs of COBRA equal to the current COBRA premium in effect at the date of Termination, multiplied by 12, which amount will be paid within 30 days following Termination.

Compliance with Section 409A . If Executive is a “ Specified Employee ” (within the meaning of Section 409A and determined pursuant to procedures adopted by the Corporation) at the time of Executive’s Termination and any amount that would be paid to Executive during the six-month period following Termination constitutes “ Deferred Compensation ” (within the meaning of Section 409A), such amount shall not be paid to Executive until the later of (i) six months after the date of Executive’s Termination, and (ii) the payment date or commencement date specified in this Agreement for such payment(s). On the first regular payroll date following the expiration of such six-month period (or if Executive dies during the six-month period, the first payroll date following the death), all payments that were delayed pursuant to the preceding sentence shall be paid to Executive in a single lump sum and thereafter all payments shall be made as if there had been no such delay. All Severance Benefits described in Section 4.B shall be paid by, and no further severance compensation shall be paid or payable after, December 31 of the second calendar year following the year in which Executive’s Termination occurs. Severance Benefits under this Agreement are intended to be exempt from section 409A of the Code under the “separation pay exception,” to the maximum extent applicable. Any payments hereunder that qualify for the “short-term deferral” exception or another exception under section 409A of the Code shall be paid under the applicable exception. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the Code, including, where applicable, the requirement that (a) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (b) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (c) the reimbursement of an eligible expense will be made on or before the last day of the taxable year following the year in which the expense is incurred, and (d) the right to reimbursement is not subject to liquidation or exchange for another benefit.


5.	Property Rights, Confidentiality, Non-Disparagement, and Restrictive Covenants .


A.	The Corporation’s Property .

Assignment of Property Rights . Executive must promptly disclose in writing to the Corporation all inventions, designs, discoveries, processes, procedures, methods and works of authorship, and any improvements or modifications thereon, whether or not patentable or copyrightable, that Executive alone or jointly conceives, makes, discovers, writes or creates, during working hours or on Executive’s own time, during this Agreement’s term (the “ Works ”). Executive hereby assigns to the Corporation all Executive’s rights, including copyrights and patent rights, and any applications with respect thereto, to all Works, whether or not marketed or utilized by the Corporation. The Corporation or its designee shall have the sole and exclusive right to take whatever action it deems appropriate to establish and protect its ownership t

hereof, and Executive must assist the Corporation as it reasonably requires to perfect, protect, and use its rights to the Works. This provision does not apply to any Work for which no Corporation equipment, supplies, facility or trade secret information was used and: (1) which does not relate directly to the Corporation’s business or actual or demonstrably anticipated research or development, or (2) which does not result from any work performed for the Corporation.


ii.	No Removal of Property . Executive may not remove from the Corporation’s premises any Corporation records, documents, data or other property, in either original or duplicate form, except as necessary in the ordinary course of the Corporation’s business.

iii.

Return of Property . Executive must immediately deliver to the Corporation, upon termination of employment, or at any other time at the Corporation’s request, all Corporation property, including records, documents, data (electronically stored or otherwise), and equipment, and all copies of any such property, including any records or data Executive prepared during employment. Additionally, Executive will, if required by the Corporation, provide the Corporation with a signed written statement disclosing and verifying whether Executive has returned all Corporation property previously in Executive’s possession, custody or control.

Confidential Information . Executive has been and will be given access to and provided with sensitive, confidential, proprietary and trade secret information (“ Confidential Information ”) in the course of Executive’s employment which is of unique value to the Corporation. Examples of Confidential Information include: inventions, improvements and designs; new product or marketing plans; business strategies and plans; merger and acquisition targets; financial and pricing information; computer programs, source codes, models and databases; analytical models; human resources strategies; customer lists and information; and supplier and vendor lists and other information which is not generally available to the public. Executive agrees not to disclose, publish or use Confidential Information, either during or after Executive’s employment with the Corporation, except as necessary to perform Executive’s duties or as the Corporation may consent in writing, and for no other purpose. The confidentiality obligations set forth herein shall continue indefinitely, for so long as the Confidential Information remains confidential (and Executive understands that Executive will not be relieved of Executive’s obligations if the Confidential Information loses its confidential nature because of a breach of any of Executive’s obligations to the Corporation). If this Agreement is enforced by a court applying the law of a jurisdiction where a time frame is required for a non-disclosure provision to be enforceable with respect to information that does not rise to the level of a trade secret, then Executive’s obligations with respect to such information will be in effect during Executive’s employment with the Corporation and for three years thereafter.


C.	Non-Disparagement . Executive agrees not to criticize, make any negative comments about or otherwise disparage the Corporation or those associated with it, whether orally, in writing, electronically or otherwise, directly or by implication, to any person or entity, including Corporation customers or agents.

Restrictive Covenants . Executive agrees to the restrictive covenants in this Section in consideration of Executive’s employment and/or continued employment and the Corporation providing Executive access to Confidential Information, which consideration Executive agrees is adequate and good. The restrictive covenants in this Section apply during Executive’s employment and for [24] ⁵ months immediately following the termination of Executive’s employment relationship with the Corporation, regardless of how, when or why the relationship terminates (the “ Restricted Period ”). During the Restricted Period, Executive agrees that he will not, without the Corporation's prior written consent, directly or indirectly, engage in any of the following activities:


i.	Non-Solicitation . Executive will not:

(a)

Solicit, conduct business with, provide Competitive Products to, or accept business from, any person or entity: (1) who was a Corporation Customer for the purpose of marketing, selling or providing Competitive Products or otherwise engaging in a business competitive with the Corporation’s business. This restriction shall apply, reasonably and narrowly, only to those Customers with whom Executive had contact for or on behalf of the Corporation, for whom Executive provided services or supervised employees who provided those services, or about whom Executive learned Confidential Information, in each case at any time during Executive’s final two years of employment with the Corporation; or (2) was a prospective customer of the Corporation solicited by the Corporation within the 12 months preceding the termination of Executive’s employment relationship with the Corporation and with whom Executive had contact for the purposes of soliciting the person or entity to become a customer of the Corporation, or supervised employees who had those contacts, or about whom Executive learned Confidential Information during employment related to the Corporation’s provision of products and services to such person or entity;


(b)	Raid, hire, employ, recruit or solicit any individual who is (or who was, within the six months prior to the termination of Executive’s employment relationship with the Corporation) a Corporation employee or consultant, to leave the Corporation to join a Competitor;

⁵ Grade 16 and higher - 2 years. Grade 15 - 1 year.


(c)	Induce or influence any Corporation employee or consultant who possesses Confidential Information of the Corporation to terminate his, her or its employment or other relationship with the Corporation; or


(d)	Assist anyone in any of the activities listed above.


ii.	Non-Competition . Executive will not:


(a)	Perform Competitive Services in the Restricted Area for or on behalf of any Competitor, with respect to Competitive Products; or


(b)	Assist anyone in any of the activities listed above.


iii.	Definitions .

(a)

“ Restricted Area .” Because of the nature of the Corporation’s business and the nature of Executive’s duties and responsibilities for the Corporation, Executive’s obligations under this Section 5.D shall apply in each of the following geographic areas ⁶ , which shall collective be defined as the “Restricted Area”: (1) the State of Indiana, (2) Elkhart County, Indiana, and the contiguous counties thereto (including the contiguous counties in the State of Michigan), and (3) an area within a 100 mile radius of any office, facility and/or manufacturing operation of the Corporation at which or from which Executive performed any executive, operational, managerial, supervisory and/or related administrative services for or on behalf of the Corporation at any time during the 24 months immediately preceding the termination of Executive’s employment relationship with the Corporation.

(b)

“ Competitor ” is any individual or entity (including a Customer) that engages in the business (in whole or in any part) of the Corporation, and which provides products and/or services that are the same as, substantially similar to (in terms of type, brand or purpose) or a competitive alternative for the products and/or services offered by the Corporation in the business, as of the date on which Executive’s employment relationship with the Corporation terminates.

⁶ Geographic scope to be tailored to position.

(c)

“ Competitive Products ” are products and/or services that are the same as, substantially similar to (in terms of type, brand or purpose) or a competitive alternative for the products and/or services offered by the Corporation in the business, including but not limited to products: (i) regarding which Executive performed any services for the Corporation at any time during the 24-month period preceding the termination of Executive’s employment relationship with the Corporation; and/or (ii) about which Executive had access to any Confidential Information at any time during the 24-month period preceding the termination of Executive’s employment relationship with the Corporation.


(d)	“ Competitive Services ” are executive, operational, managerial, supervisory and/or related administrative services that are the same as or substantially similar to (in terms of type or purpose) the services Executive performed for or on behalf of the Corporation at any point during the 24-month period preceding the termination of Executive’s employment relationship with the Corporation.


(e)	“ Customer ” means any individual or entity as to which, with or to whom, within the 24-month period immediately preceding the termination of Executive’s employment with the Corporation: (i) any products or services were provided by the Corporation, or (ii) any contract was entered into with the Corporation for the provision of any products or services.


iv.	To the extent Executive and the Corporation agree at any time to enter into separate agreements containing restrictive covenants with different or inconsistent terms than those contained herein, Executive and the Corporation acknowledge and agree that such different or inconsistent terms shall not in any way affect, have relevance to or supersede the Restrictive Covenants contained herein.

The foregoing shall not be deemed to prevent Executive from investing in securities if such class of securities in which the investment is made is listed on a national securities exchange or is of a company registered under Section 12(g) of the Securities Exchange Act of 1934 and, if the company in which such investment is made competes with the Corporation, such investment represents less than one (1%) percent of the outstanding securities of such class.

Executive has carefully considered the nature and extent of the restrictions placed upon Executive, and the rights and remedies of the Corporation contained in Section 5 of this Agreement, and acknowledges and agrees that they are reasonable as to

time, territory, and activity; are designed to eliminate unfair competition to the Corporation; do not stifle Executive’s inherent skill and experience or prohibit Executive from being gainfully employed in Executive’s chosen profession; are fully required to protect the legitimate interests of the Corporation; and do not confer a benefit upon the Corporation disproportionate to the restrictions imposed upon Executive, or the consideration given therefor.

Cooperation and Indemnification . Executive agrees to cooperate fully (i) with the Corporation in the investigation, prosecution or defense of any potential claims or concerns regarding the Corporation’s business about which Executive has relevant knowledge, including by providing truthful information and testimony as reasonably requested by the Corporation, and (ii) with all government authorities on matters pertaining to any investigation, litigation or administrative proceeding concerning the Corporation. The Corporation will reimburse Executive for any reasonable travel and out-of-pocket expenses incurred by Executive in providing such cooperation. The Corporation will indemnify Executive, in accordance with the Delaware General Corporation Law, for all claims and other covered matters arising in connection with Executive’s employment.

Injunctive Relief . Executive agrees that Executive’s agreements and undertakings contained herein are valuable and unique and that in the event of a breach, or threatened breach, by Executive of the terms hereof (a) legal remedies (money damages) for any breach of Section 5 will be inadequate, (b) the Corporation will suffer immediate and irreparable harm from any such breach, and (c) the Corporation will be entitled to injunctive relief from a court in addition to any legal remedies the Corporation may seek. If a court determines that Executive has breached any provision of Section 5, Executive agrees to pay to the Corporation its reasonable costs and attorney’s fees incurred in enforcing that provision. Any claim Executive has against the Corporation shall not be used by Executive as a defense to the enforcement of the provisions of Section 5 of this Agreement and will not be used to prohibit the Corporation from seeking or obtaining injunctive relief against Executive.


6.	Miscellaneous .

Recoupment . Any and all payments made or required to be made and pursuant to this Agreement shall be subject to repayment to the Corporation by Executive (and the successors, assigns, heirs, estate and personal representative of the Executive) pursuant to the terms of any clawback, recoupment or other policy implemented from time to time by the Corporation, as amended (the “ Recoupment Policy ”). As additional consideration for any payment or award granted to Executive, Executive agrees to be bound by and subject to the Recoupment Policy as in effect at any time and from time to time, as amended (whether before, at or after the granting or payment of any award).


B.	Adequacy of Consideration . Executive acknowledges and agrees that he has received, prior to or contemporaneously with the Effective Date, adequate consideration from the Corporation to enter into this Agreement.


C.	Survival . The provisions of Sections 5 and 6 shall survive any termination of this Agreement. The parties also agree that Executive’s obligations under Section 5 remain in effect regardless of any reason that his employment with the Corporation ends.


D.	Tax Withholding . All compensation payable under this Agreement will be subject to applicable tax withholding and other required or authorized deductions.


E.	Compensation Subject to Plan . All compensation, in whatever form, payable pursuant to this Agreement shall be subject in all respects to the terms, provisions and conditions of the Drew Industries Incorporated Equity Award and Incentive Plan, as amended and restated from time to time.

Notices . For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder will be in writing and will be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof orally confirmed), or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid, or three business days after having been sent by a nationally recognized overnight courier service such as FedEx or UPS, addressed to the Corporation (to the attention of the Secretary of the Corporation) at its principal executive office and to Executive at Executive’s principal residence, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address will be effective only upon receipt.

Assignment . This Agreement shall inure to the benefit of and be binding upon the Corporation, its successors and assigns, and the Executive, his heirs, executors, administrators and legal representatives. Executive may not assign this Agreement. The Corporation may assign this Agreement. This Agreement shall not be terminated, voluntarily or involuntarily, by the liquidation or dissolution of the Corporation or by the merger or consolidation of the Corporation with or into another corporation. Any successor to the Corporation will be deemed to be the Corporation under this Agreement.

Entire Agreement; Amendment . This Agreement contains the parties’ entire agreement regarding its subject matter. Except as modified by a court of competent jurisdiction pursuant to the blue pencil doctrine or otherwise, this Agreement may only be amended in a writing signed by the parties. This Agreement supersedes any and all prior oral or written employment agreements (including letters and memoranda) between Executive and the Corporation or its predecessors. This

Agreement does not supersede the terms of any stock option, restricted stock, or stock appreciation rights plan or award. Nothing in this Agreement, nor any fixing of compensation in the form of base salary, bonus, stock-based awards, deferred compensation, or otherwise, shall prevent [the Corporation] [the Committee] from granting to Executive additional compensation in the form of cash, salary increase, stock-based awards, deferred compensation or otherwise.

Choice of Law . This Agreement shall be governed by the internal laws of the State of Indiana without giving effect to principles of conflicts of law. Each party hereto hereby irrevocably submits to the exclusive jurisdiction and venue of the United States District Court located in Indianapolis, Indiana over any suit, action or proceeding arising out of or relating to this Agreement. Each party hereby irrevocably waives to the fullest extent permitted by law, (i) the right to a trial by jury; (ii) any objection that they may now or hereafter have to the venue of any such suit, action or proceeding brought in any such court; or (iii) any claim that any such suit, action or proceeding has been brought in an inconvenient forum. Final judgment in any suit, action or proceeding brought in any such court shall be conclusive and binding upon each party duly served with process therein and may be enforced in the courts of the jurisdiction of which either party or any of their property is subject, by a suit upon such judgment.


J.	Waivers . No party’s failure to exercise, or delay in exercising, any right or remedy under this Agreement will be a waiver of such right or remedy, nor will any single or partial exercise of any right or remedy preclude any other or further exercise of such right or remedy.


K.	Headings . The headings of this Agreement are for the convenience of reference only and shall not affect in any manner any of the terms and conditions hereof.

Narrowed Enforcement and Severability . If any provision or clause of this Agreement, or any portion thereof, shall be held by any court or other tribunal of competent jurisdiction to be illegal, invalid, or unenforceable in such jurisdiction, the remainder of such provision shall not thereby be affected and shall be given full force and effect, without regard to the invalid portion. It is the intention of the parties that each of the restrictions in Section 5.D be severable, and, if any court construes any provision or clause of this Agreement, or any portion thereof, to be illegal, invalid or unenforceable because of the duration of such provision or the area or matter covered thereby, such court shall reduce the duration, area, or matter of such provision, and in its reduced form, such provision shall then be enforceable and shall be enforced.


M.	Attorney’s Fees . In the event of any proceeding involving a claim or dispute arising under this Agreement, the prevailing party (by motion, on the merits, or otherwise) shall be entitled to recover, in addition to any remedy awarded in such proceeding,

all costs and expenses, including actual attorney’s fees, incurred by the prevailing party in such proceeding.

Payment of Deferred Compensation - Section 409A. To the extent applicable, it is intended that the compensation arrangements under this Agreement be in full compliance with Section 409A. This Agreement shall be construed in a manner to give effect to such intention. In no event whatsoever shall the Corporation be liable for any tax, interest or penalties that may be imposed on Executive under Section 409A. The Corporation shall have no obligation to indemnify or otherwise hold Executive harmless from any such taxes, interest or penalties, or from liability for any damages related thereto.


O.	Electronic Transmission/Counterparts . The executed version of this Agreement may be delivered by facsimile or email, and upon receipt, such transmission shall be deemed delivery of an original. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, and all of which together will constitute one document.

[Signature Page Follows]

LIPPERT COMPONENTS, INC. EXECUTIVE

By:

Its: Chief Human Resources Officer [NAME]

Date: Date:

Exhibit 10.2

Drew Industries Incorporated

2015 Annual Incentive Program

Establishment and Effective Date

The 2015 Annual Incentive Program (the “ Program ”) is hereby established to provide for the grant of Annual Incentive Awards under the Drew Industries Incorporated Equity Award and Incentive Plan (as Amended and Restated) (the “ Plan ”). The Program shall be deemed effective as of January 1, 2015. The Program shall operate on the basis of a program year that begins on January 1, 2015 and ends on December 31, 2015 (“ Program Year ”). Payout will be based on Program Year performance results, except as otherwise provided herein.

Purpose

The purpose of the Program is to provide annual incentive compensation to:


•	Focus key executives on assisting Drew Industries Incorporated (“ Drew ”) and its key subsidiaries (collectively referred to as the “ Company ”) in achieving objectives key to their success; and


•	Recognize the performance of key employees in achieving the Company’s financial and operating objectives.

Payouts for Program participants will be determined based on the Program provisions and the results of Company performance measurements, subject to adjustment (to the extent that any such adjustment is consistent with the terms and conditions of the Program and/or the Plan) by the Compensation Committee of Drew’s Board of Directors (the “ Committee ”).

Eligibility

Eligibility for Program participation will be limited to employees who: (1) are employed in executive positions that have ultimate responsibility for the financial and operating performance of the Company, and (2) have been specifically identified by the Company as being eligible for Program participation as likely to be a Covered Employee (as defined in the Plan). However, employees who participate in another short-term Company incentive plan (other than a plan that compensates the employee on a commission basis) are not eligible to participate in this Program with respect to the portion of the Program Year that is also covered under such other plan. Names of approved Program participants and their respective Tier 1 Sharing %, Tier 2 Sharing %, and Tier 3 Sharing % are identified in the Program Appendix.

Any employee who first becomes eligible and is added to the Program after the start of the Program Year will be eligible to participate with respect to that Program Year, but prorated to reflect the period of the Program Year for which the employee was employed in an eligible classification.

Except as provided in the Employment Termination section below, employees must be actively employed through December 31, 2015 to be eligible for a payout under the Program with respect to the Program Year. Except as provided herein, those who are not actively employed through December 31, 2015 for reasons other than disability, approved leave of absence, or death will not be eligible to receive a payout under the Program. An employee does not earn a right to a Program payment (whether on a pro rata basis or otherwise) based upon length of service or mere completion of service during the Program Year. Rather, a payout is earned based upon the achievement by the Company of pre-determined performance goals measured over the course of the entire Program Year as a result of the efforts of eligible employees who contribute toward achievement of such goals. An employee’s participation in the Program, and the opportunity to earn a payout in accordance with the terms and conditions of the Program, does not represent an unequivocal promise on the part of the Company to pay incentive compensation other than to the extent that applicable performance goals have been satisfied, the employee satisfies the eligibility conditions specified herein, and the Committee has authorized a payout to the employee after completion of the Program Year.

Employment Termination

Termination of employment at any time during the Program Year will disqualify the participant from receiving a payout under the Program, except as provided below:

If the participant’s employment is terminated at any time during the Program Year (1) by the Company without cause, or (2) by the participant for good reason, the participant will receive a payout of any award that has otherwise been earned and approved by the Committee, but prorated to reflect the period of the Program Year for which the participant was employed.

Absence from active employment during the Program Year on account of disability or approved unpaid leave of absence will not disqualify the participant from receiving a payout of any award that has otherwise been earned and approved by the Committee.

Similarly, if termination of employment occurs during the Program Year due to death, the participant will receive a payout of any award that has otherwise been earned and approved by the Committee.

The word “ cause ” means participant’s (a) willful and continued failure to follow the Company’s reasonable direction or to perform any duties reasonably required of participant (other than any such failure resulting from his disability or from termination by participant for good reason, if applicable), after written demand for substantial performance is delivered to participant specifying in reasonable detail the manner in which participant has not performed, and participant has not remedied such failure within 30 days after notice thereof, (b) material violation of, or failure to act upon or report known or suspected violations of, the Company’s Guidelines for Business Conduct, as amended from time to time, (c) conviction of, or a plea of nolo contendere with respect to, any felony, (d) commission of any criminal, fraudulent, or dishonest act in connection with participant’s employment, (e) material breach of participant’s employment agreement which, if capable of remedy, continues for a period of 30 days without remedy thereof by participant after notice thereof, or two or more such breaches in any two month period, or (f) one or more instances of willful misconduct or gross negligence that, individually or in the aggregate, is materially detrimental to the Company’s interests.

The word “ good reason ” shall have the meaning set forth in the participant’s employment agreement with Lippert Components, Inc.

The word “ disability ” means the participant’s active service has been terminated as a result of physical or mental disability that renders the participant incapable of performing the essential functions of the participant’s job, with or without reasonable accommodation, and which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, as determined in good faith by the Company.

In all cases, eligibility for any earned payout is based upon the employee’s being employed during the Program Year in an eligible classification.

Any approved Program payout to or on behalf of a participant who was terminated by the Company without cause during the Program Year or who terminated employment during the Program Year for good reason or on account of disability or death, or who is absent from active service on account of disability or an approved unpaid leave of absence, will be paid at the same time as payment is made to active employees whose employment with the Company has continued. In the event of a participant’s death, any approved Program payout will be distributed at such time in a lump sum to the participant’s estate. In order to receive any approved Program payout following termination by the Company without cause or by the participant for good reason, or on account of disability, the participant must timely sign and not revoke a separation agreement and release of claims in a form acceptable to and determined by the Company in its sole discretion.

Program Performance Measures

The Program design includes financial measures that are approved by the Committee, provided that with respect to any Program payout that is intended to constitute performance-based compensation for purposes of Internal Revenue Code Section 162(m), such measures shall be approved in the first ninety (90) days of the Program Year. Measurement performance levels will be monitored throughout the Program Year. Following the end of the Program Year, results will be presented to the Company’s Chief Executive Officer (“ CEO ”) and Committee for approval. The performance measures can be specific to an individual or apply to a group, and may include operational and/or financial measures as approved by the Committee. Weightings can vary by eligible executive as approved by the Committee.

The following provides a general description of each of the financial performance measures for the Program Year. Measures reflect operations of the Company and will apply to one or more Program participants. The Committee may at any time exercise negative discretion to adjust the performance measures (or any amount payable upon satisfaction of one or more performance measures) to reflect the effects of extraordinary items, non-recurring items, or any other items that the Committee feels should be considered in determining performance results if the result is to reduce the amount payable relative to the performance measures as originally approved.

Financial Measures

Return on Invested Capital or “ ROIC ” shall mean for purposes of the Program: Operating Profit/Average Invested Capital, where

Operating Profit is the Company’s fiscal year consolidated operating profit, as detailed in the Company’s financial statements filed with the U.S Securities and Exchange Commission (“ SEC ”); and

Average Invested Capital is the average of the prior year end and current year quarterly (Total Stockholders Equity + Indebtedness) – (Cash, Cash Equivalents and Short-Term Investments), where:

Total Stockholders’ Equity is the Company’s total stockholders’ equity as of the particular measurement date, as detailed in the Company’s financial statements filed with the SEC;

Indebtedness is the Company’s indebtedness as of the particular measurement date, as detailed in the Company’s financial statements filed with the SEC; and

Cash, Cash Equivalents and Short-Term Investments is the sum of the cash, cash equivalents and short-term investments as of the particular measurement date, as detailed in the Company’s financial statements filed with the SEC.

Return on Net Assets or “ RONA ” shall mean for purposes of the Program: Operating Profit/Average Net Assets, where

Operating Profit is the Company’s fiscal year consolidated operating profit, as detailed in the Company’s financial statements filed with the SEC, after excluding corporate costs; and

Average Net Assets is the average of the prior year end and current year quarterly (Total Assets – Cash, Cash Equivalents and Short-Term Investments) – (Total Liabilities – Indebtedness, Intercompany Balances, and Income Taxes Payable), where:

Total Assets is the Company’s total assets as of the particular measurement date, as detailed in the Company’s financial statements filed with the SEC, after excluding corporate assets;

Total Liabilities is the Company’s total liabilities as of the particular measurement date, as detailed in the Company’s financial statements filed with the SEC, after excluding corporate liabilities;

Indebtedness is the Company’s indebtedness as of the particular measurement date, as detailed in the Company’s financial statements filed with the SEC;

Intercompany Balances is the Company’s intercompany balances as of the particular measurement date, as detailed in the Company’s financial statements filed with the SEC; and

Income Taxes Payable is the Company’s income taxes payable as of the particular measurement date, as detailed in the Company’s financial statements filed with the SEC.

Revenue Growth shall mean for purposes of the Program: the increase, if any, in the Company’s consolidated net sales for the Program Year compared to the Company’s consolidated net sales for the

immediately preceding fiscal year, as detailed in the Company’s financial statements filed with the SEC, excluding the impact of sales added through acquisitions or deleted as a result of divestitures completed during the Program Year.

Adjustments

Notwithstanding the above definitions, the following adjustments shall be taken into account in the calculation of ROIC and RONA for determining final payouts under the Program:

The effects of:

(a) accretion expense;

(b) goodwill impairment;

(d) charges from asset write-downs;

(e) gains or losses on the disposition of a business or business segment or arising from the sale of assets outside the ordinary course of business;

(f) the cumulative effect of changes in tax or accounting rules, regulations, or laws; and

(g) extraordinary, unusual, transition, one-time and/or non-recurring items of gain or loss determined in accordance with generally accepted accounting principles,

provided that, for each of the items (a) through (g), the Company shall have identified that it anticipates it will reflect such adjustments for investors in its audited financial statements (including footnotes), its earnings release, or in its management discussion and analysis section of the Company’s Form 10-K for fiscal year 2015.

Payout Governor

Notwithstanding anything to the contrary, no payout will be made under the Program if the annual Drew ROIC or RONA (as defined above) for 2015 does not exceed the threshold requirement established by the Committee. This is referred to as the Overall Threshold Requirement. If the Overall Threshold Requirement is not exceeded, there will be no payout under the Program.

Program Payouts

Following the close of the Program Year and after the audited financial results are available, the Committee will meet and certify the extent to which the performance measures have been satisfied (including application of the payout governor) and will authorize Program payouts. Payouts, less tax withholdings and other required or authorized deductions, will be paid no later than March 15, 2016.

An employee who during the Program Year changes employment status from one eligible status to another eligible status, other than a change that the Company determines to be a short-term or temporary assignment that does not represent a long-term change in the employee’s regular role, will be subject, with respect to employment on or after the date the change in employment status is reflected in the Company’s books and records (“ Change in Status Date ”), to the Program Tier 1 Sharing %, Tier 2 Sharing %, and Tier 3 Sharing % (collectively, “ Sharing Percentages ”) and/or incentive measures

applicable to the employment status into which the employee has transferred. Any payout applicable to eligible employment during the Program Year prior to the Change in Status Date will be based upon the employee’s Sharing Percentages and/or incentive measures applicable to the employee prior to the Change in Status Date. Any payment applicable to eligible employment during the Program Year but on or after the Change in Status Date will be based upon the employee’s Sharing Percentages and/or incentive measures applicable to the employee on or after the Change in Status Date. Short-term or temporary assignments (as determined by the Company) will not change the incentive plan or level that an employee is assigned to. The employee will remain in his or her regular role for payout calculation purposes.

Any Program payout is subject to any recoupment or clawback policy that may be adopted by the Company from time to time and to any requirement of applicable law, regulation, or listing standard that requires the Company to recoup or claw back compensation paid pursuant to the Program.

Note : Internal Revenue Code Section 162(m) limits the tax deduction for compensation paid to a “covered executive” to $1,000,000 unless certain requirements are met. In order for compensation in excess of $1,000,000 to be deductible by the Company, that compensation must satisfy the requirements to be treated as qualified performance-based compensation under Section 162(m). With respect to any payout opportunity that is made to a “covered executive” and that is intended to constitute qualified performance-based compensation for purposes of Section 162(m), those requirements include, without limitation, (1) a requirement that the Program be administered by the Committee which consists entirely of outside directors, (2) a requirement that compensation in excess of $1,000,000 must be based upon the attainment of objective performance goals approved by shareholders, and (3) a requirement that the objective performance goals and measures be established no later than ninety (90) days following the beginning of the performance period, and that such objective formula or standard preclude discretion to increase the amount of compensation due upon attainment of the goal. The Committee may always exercise “negative discretion,” i.e., discretion that reduces or eliminates a payout from the amount that would otherwise be payable in the absence of Committee discretion.

Relationship to Other Company Plans

Employees who participate in another short-term incentive plan (other than a plan that compensates the employee on a commission basis) are not eligible to participate in this Program until the time their participation in the other short-term incentive plan terminates.

Rights of Participants and Forfeiture

Nothing in this Program shall:


•	Confer upon any employee any right with respect to continuation of employment with the Company;


•	Interfere in any way with the right of the Company to terminate his/her employment at any time; or


•	Confer upon any employee or any other person any claim or right to any distribution under the Program except to the extent that a payment has been earned based upon the achievement of the measures applicable to the employee, the employee otherwise satisfies the eligibility requirements of the Program, and the Committee has authorized the payment of a payout to the employee.

No right or interest of any employee in the Program shall, prior to actual payment or distribution to the employee, be assignable or transferable in whole or in part, either voluntarily or by operation of law or otherwise, or be subject to payment of debts of any employee by execution, levy, garnishment, attachment, pledge, bankruptcy, or in any other manner.

Notwithstanding any provision of this Program to the contrary, no Program payout shall be made to any participant if he or she has engaged in any “detrimental activity” (as hereinafter defined) at any time prior to or during the six months after the Program payout has been delivered to him or her. In such event, the entire Program payout may be rescinded by the Company within one (1) year after the Company becomes aware of such detrimental activity, and the Company shall notify the participant in writing of any such rescission within such one-year period. Within ten (10) days after receiving such notice of rescission, the participant shall pay to the Company the entire amount of the Program payout previously paid to him or her, in such manner and on such terms and conditions as may be required by the Company, including, without limitation, payment in cash and/or by returning to the Company the number of shares of stock that the participant received under the Program.

The word “ detrimental activity ” means (i) the unauthorized rendering of services for any organization or engaging, directly or indirectly, in any business which is competitive with the business of the Company; (ii) the disclosure to any person or entity outside the Company, or use in other than the Company’s business, without prior written authorization from the Company, of any “confidential information,” as hereinafter defined or material relating to the business of the Company; (iii) activity that results in termination of the participant’s employment by the Company for cause; or (iv) any other conduct or act reasonably determined by the Company to be injurious, detrimental or prejudicial to any interest of the Company.

The words “ confidential information ” include any business, financial and other sensitive, confidential, proprietary and trade secret information which is of unique value to the Company. Examples of confidential information include: inventions, improvements and designs; new product or marketing plans; business strategies and plans; merger and acquisition targets; financial and pricing information; computer programs, source codes, models and databases; analytical models; human resources strategies; customer lists and information; and supplier and vendor lists and other information which is not generally available to the public.

Administration

The Committee is responsible for the establishment of the Program, and the Committee (or the Drew Board of Directors) has the right to amend or terminate the Program at any time, as it deems appropriate. Further, the Committee is authorized to: (1) interpret and apply the Program’s terms and conditions; (2) determine who will participate in the Program and the level of participation; (3) approve the performance measures that are applicable to a “covered executive’s” participation; and (4) approve payments for participants covered by the Program. The Committee will report to the Board substantive actions taken.

Any authority granted to the Committee may also be exercised by the Board, except to the extent that the grant or exercise of such authority would cause any payout that is intended to be qualified performance-based compensation for purposes of Internal Revenue Code Section 162(m) to cease to qualify for exemption under such section. To the extent that any permitted action taken by the Board conflicts with any action taken by the Committee, the Board action shall control.

This Program shall not be terminated, voluntarily or involuntarily, by the liquidation or dissolution of Drew or by the merger or consolidation of Drew with or into another corporation. Any successor to Drew will be deemed to be the Company under this Program.

This Program is intended to satisfy the performance-based compensation exception of Section 162(m), and all provisions contained herein shall be construed and interpreted in a manner to so comply. If any provision of this Program, or any portion thereof, shall be held to be illegal, invalid, or unenforceable, the remainder of the Program or such provision shall not thereby be affected and shall be given full force and effect, without regard to the invalid portion.

Program Appendix

I. ROIC Goals for Program Year



	ROIC Achieved	Sharing %
Below Threshold	<15%	0%
Overall Threshold	15%	0%
Sharing Tier 1	>15% and < 18%	Tier 1 Sharing %
Sharing Tier 2	>18% and < 21%	Tier 2 Sharing %
Sharing Tier 3	>21%	Tier 3 Sharing %

To the extent that the Overall Threshold is exceeded, the “ Initial Bonus Payment ” for each eligible Participant shall equal:


1.	If ROIC is achieved within the Sharing Tier 1 level, the Participant’s Tier 1 Sharing % multiplied by Operating Profit in excess of 15% ROIC up to 18% ROIC (“ Tier 1 Bonus ”);


2.	If ROIC is achieved within the Sharing Tier 2 level, the Participant’s Tier 2 Sharing % multiplied by Operating Profit in excess of 18% ROIC up to 21% ROIC (“ Tier 2 Bonus ”), plus the Tier 1 Bonus calculated assuming an ROIC achieved of 18%; and


3.	If ROIC is achieved within the Sharing Tier 3 level, the Participant’s Tier 3 Sharing % multiplied by Operating Profit in excess of 21% ROIC plus the Tier 1 Bonus calculated assuming an ROIC achieved of 18%, plus the Tier 2 Bonus calculated assuming an ROIC achieved of 21%.

With respect to the Participants listed below, once the Initial Bonus Payment is determined, if any, the Initial Bonus Payment shall be paid out as follows: up to twice (2x) the Participant’s base salary shall be paid out in cash, and any excess will be paid out half (50%) in cash and half (50%) in deferred stock units (DSUs) with a minimum deferral period of one (1) year; provided , however , up to 10% of the Initial Bonus Payment shall be paid in cash, but only if the additional performance goal(s) set forth below is(are) also achieved in 2015:



	Revenue Growth Achieved	Initial Bonus Payment %
	<$50 million	0%
	$50 million	5%
	>$50 million and < $60 million	6%
	>$60 million and < $70 million	7%
	>$70 million and < $80 million	8%
	>$80 million and < $90 million	9%
	>$90 million and < $100 million	10%

Participants and Sharing Percentages



Executive	Tier 1 Sharing %	Tier 2 Sharing %	Tier 3 Sharing %
[NAME]	[__]%	[__]%	[__]%

Participants and Sharing Percentages



Executive	Tier 1 Sharing %	Tier 2 Sharing %	Tier 3 Sharing %
[NAME]	[___]%	[___]%	[___]%

II. RONA Goals for Program Year



	RONA Achieved	Sharing %
Below Threshold	<18%	0%
Overall Threshold	18%	0%
Sharing Tier 1	>18% and < 21%	Tier 1 Sharing %
Sharing Tier 2	>21% and < 24%	Tier 2 Sharing %
Sharing Tier 3	>24%	Tier 3 Sharing %

To the extent that the Overall Threshold is exceeded, the “ Initial Bonus Payment ” for each eligible Participant shall equal:


1.	If RONA is achieved within the Sharing Tier 1 level, the Participant’s Tier 1 Sharing % multiplied by Operating Profit in excess of 18% RONA up to 21% RONA (“ Tier 1 Bonus ”);


2.	If RONA is achieved within the Sharing Tier 2 level, the Participant’s Tier 2 Sharing % multiplied by Operating Profit in excess of 21% RONA up to 24% RONA (“ Tier 2 Bonus ”), plus the Tier 1 Bonus calculated assuming an RONA achieved of 21%; and


3.	If RONA is achieved within the Sharing Tier 3 level, the Participant’s Tier 3 Sharing % multiplied by Operating Profit in excess of 24% RONA plus the Tier 1 Bonus calculated assuming an RONA achieved of 21%, plus the Tier 2 Bonus calculated assuming an RONA achieved of 24%.

Participants and Sharing Percentages



Executive	Tier 1 Sharing %	Tier 2 Sharing %	Tier 3 Sharing %
[NAME]	[___]%	[___]%	[___]%

Exhibit 10.3

DREW INDUSTRIES INCORPORATED

PERFORMANCE STOCK AWARD AGREEMENT

PURSUANT TO DREW INDUSTRIES INCORPORATED

EQUITY AWARD AND INCENTIVE PLAN,

AS AMENDED AND RESTATED

This PERFORMANCE STOCK AWARD AGREEMENT (this “Agreement”) made and entered into as of [DATE], 20[__] (the “Award Date”), between DREW INDUSTRIES INCORPORATED, a Delaware corporation (the “Corporation”), and [NAME] (the “Participant”), an employee of the Corporation or one of its wholly owned subsidiaries, sets forth the terms and conditions of a Performance Award issued pursuant to the Drew Industries Incorporated Equity Award and Incentive Plan, as Amended and Restated, which may be amended or supplemented hereafter (the “Plan”), a copy of which the Participant hereby acknowledges receiving.

1. Capitalized terms used herein but not defined shall have the meanings prescribed in the Plan.

2. In accordance with the award, and subject to the terms and conditions of the Plan and this Agreement, the Committee hereby grants to the Participant a performance-based long-term incentive award of up to [NUMBER] shares of Stock (the “LTI Shares”).

3. a. Except as otherwise provided in this Agreement, the number of LTI Shares that shall be earned will be based on whether and to what extent the performance goals are achieved, as set forth below, and as determined by the Committee in its sole discretion. The LTI Shares can be earned if cumulative Adjusted EPS for the Measurement Period exceeds Benchmark EPS by more than the threshold growth percentage, and the number of LTI Shares earned will be determined in proportion to the percentage increase in such cumulative Adjusted EPS for the Measurement Period over the threshold growth percentage up to the [target][maximum] growth percentage, as described in the formula set forth on Annex A hereto.

b. The LTI Shares earned will be determined upon certification by the Compensation Committee of the Board of Directors at the end of the Measurement Period that the

performance criteria has been met, typically at their February meeting of the subsequent year and no later than 60 days following the end of the Measurement Period. The earned LTI Shares shall vest on [DATE], 20[__] (the “Vesting Date”). Notwithstanding anything to the contrary contained herein, the Vesting Date may not be extended.

c. Except as provided in Section 5 hereof, the unvested portion of the Award shall be forfeited upon the Participant’s termination of employment.

d. The term “Adjusted EPS” means the earnings per diluted share as reported by the Corporation in its consolidated financial statements, adjusted to exclude the after-tax impact (as required) of the following: (i) extraordinary items determined in accordance with generally accepted accounting principles, (ii) the cumulative effect of a change in accounting principles, (iii) goodwill impairment, (iv) charges for reorganizing or restructuring, (v) charges from asset write-downs, (vi) unless otherwise designated as earnings by resolution of the Committee, gains or losses resulting from the decision to sell, sale or discontinuance of a business, operation or significant activity by the Corporation or its subsidiaries (whether through a sale of assets or the stock of a subsidiary, but excluding any corporate restructuring transaction), and (x) other unusual items as determined by the Committee from time to time; provided that, for each of the items (iv) through (x) (unless otherwise designated as earnings by resolution of the Committee with respect to item (ix)), the Corporation shall have disclosed such adjustments in its audited financial statements (including footnotes), or in the management’s discussion and analysis section of the Corporation’s Annual Report on Form 10-K for the applicable year in which such adjustment occurred.

e. The term “Benchmark EPS” means $[___] per share.

f. The term “Measurement Period” means the [x] year period from January 1, 20[__] through December 31, 20[__].

4. All LTI Shares represented by the Award which have vested shall be issued and delivered to the Participant, in full, as soon as practicable following the Vesting Date, except as provided in Section 5.

5. a. In the event of a Change of Control before the Vesting Date, the Participant shall be entitled to retain the Award, and the number of LTI Shares earned shall be determined as follows: (i) if the Change of Control occurs before the end of the Measurement Period, the number of LTI Shares will be calculated and certified by the Committee assuming the target for Adjusted

EPS for the Measurement Period had been achieved, and (ii) if the Change of Control occurs after the conclusion of the Measurement Period, the number of LTI Shares will be calculated as set forth in Section 3 hereof based on the actual Adjusted EPS achieved; provided, in either situation, that the number of LTI Shares earned shall be prorated to reflect the portion of the 36-month vesting period that had occurred before the date of the Change of Control. The LTI Shares thus earned and calculated as set forth above shall be issued and delivered to the Participant on the 90 ^th day following the Change of Control.

b. In the event of the Participant’s death before the Vesting Date, the Beneficiary designated by the Participant in his or her most recent beneficiary designation filed with the Committee shall be entitled to retain the Award, and the number of LTI Shares earned shall be determined as follows: (i) if Participant’s death occurs before the end of the Measurement Period, the number of LTI Shares will be calculated and certified by the Committee assuming the target for Adjusted EPS for the Measurement Period had been achieved, and (ii) if Participant’s death occurs after the conclusion of the Measurement Period, the number of LTI Shares will be calculated as set forth in Section 3 hereof based on the actual Adjusted EPS achieved; provided, in either situation, that the number of LTI Shares earned shall be prorated to reflect the portion of the 36-month vesting period for which the Participant was employed. The LTI Shares thus earned and calculated as set forth above shall be issued and delivered as soon as practicable following the date of death.

c. In the event of the Participant’s Disability before the Vesting Date, the Participant shall be entitled to retain the Award, and the number of LTI Shares earned shall be determined as follows: (i) if Participant’s Disability occurs before the end of the Measurement Period, the number of LTI Shares will be calculated and certified by the Committee assuming the target for Adjusted EPS for the Measurement Period had been achieved, and (ii) if Participant’s Disability occurs after the conclusion of the Measurement Period, the number of LTI Shares will be calculated as set forth in Section 3 hereof based on the actual Adjusted EPS achieved; provided, in either situation, that the number of LTI Shares earned shall be prorated to reflect the portion of the 36-month vesting period for which the Participant was employed. The LTI Shares thus earned and calculated as set forth above shall be issued and delivered as soon as practicable following the determination of the Participant’s Disability. The term “Disability” shall mean Participant’s physical or mental disability that renders Participant incapable of performing the essential functions of

Participant’s job, with or without reasonable accommodation, and which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, as determined in good faith by the Corporation.

6. The Participant or Beneficiary shall not be entitled to any rights of a stockholder of the Corporation with respect to any shares of Stock represented by the Award until the date of the issuance of a stock certificate to him or her for such shares or the issuance of shares in book-entry form.

7. The Award is not transferable by the Participant otherwise than by will or the laws of descent and distribution; provided, however, that the designation of a Beneficiary by the Participant shall not constitute a transfer.

8. The Committee shall make or provide for such adjustments to the LTI Shares represented by the Award as it shall deem appropriate in accordance with the Plan. In the event that the Corporation pays any cash or other dividend or makes any other distribution in respect of the Common Stock, for each LTI Share granted hereunder, the Award shall be credited with an additional number of shares of Stock determined by dividing (1) the amount of cash, or the value (as determined by the Committee) of any securities or other property paid or distributed in respect of one outstanding share of Common Stock by (2) the Fair Market Value of a share of Common Stock as of the date of such payment or distribution. Such credit to the Award shall be made effective as of the date of the dividend or other distribution in respect of the Common Stock and shall be subject to the same terms and conditions as the original Award.

9. All notices hereunder shall be in writing, and if to the Corporation, shall be delivered to the Corporation or mailed to the Corporation’s principal office, addressed to the attention of the President, and if to the Participant, shall be delivered or mailed to the Participant at the address set forth herein. Such addresses may be changed at any time by notice as set forth herein. A copy of any notice given hereunder shall be sent simultaneously to the Committee, c/o Vice President - Chief Legal Officer, Drew Industries Incorporated, 3501 County Road 6 East, Elkhart, IN 46514.

10. All decisions or interpretations made by the Committee with regard to any question arising hereunder or under the Plan shall be binding and conclusive.

11. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and the successors and assigns of the Corporation and, to the extent provided in Sections 5 and 6 hereof, the Beneficiary, personal representatives, distributees and legatees of the Participant.

12. Nothing herein shall confer upon the Participant the right to continue as an employee of the Corporation or affect the right of the Corporation to terminate the Participant’s position as an employee.

13. a. Notwithstanding any provision of this Agreement to the contrary, the Participant understands and agrees that the Corporation shall not pay, issue or deliver any shares of Stock represented by the Award, even if the Award shall have become fully vested, if he or she has engaged in any “Detrimental Activity” as hereinafter defined. At such time as any shares of Stock represented by the Award are to be delivered to the Participant, he or she may be required to certify in a manner acceptable to the Corporation that he or she is in compliance with the terms and conditions of this Agreement, the Plan and any other agreement between the Participant and the Corporation, and that the Participant is not engaged in any Detrimental Activity. In the event the Participant fails to comply with the provisions of this Agreement, the Plan or any other agreement with the Corporation, or engages in any Detrimental Activity, at any time prior to or during the six months after the entire amount of shares of Stock represented by the Award have been issued and delivered to him or her, such entire Award may be rescinded by the Corporation within one (1) year after the Corporation becomes aware of such failure of compliance or Detrimental Activity, and the Corporation shall notify the Participant in writing of any such rescission within such one-year period. Within ten (10) days after receiving such notice of rescission, the Participant shall pay to the Corporation the entire amount of the Award previously paid to him or her, in such manner and on such terms and conditions as may be required by the Corporation, including, without limitation, payment in cash or by returning to the Corporation the number of shares of Stock that the Participant received under the Award.

business of the Corporation; (iii) activity that results in termination of the Participant’s services as an employee of the Corporation for Cause; or (iv) any other conduct or act reasonably determined by the Corporation to be injurious, detrimental or prejudicial to any interest of the Corporation. “Cause” means Participant’s (a) willful and continued failure to follow the Corporation’s reasonable direction or to perform any duties reasonably required of Participant (other than any such failure resulting from his Disability or from termination by Participant for Good Reason, if applicable), after written demand for substantial performance is delivered to Participant specifying in reasonable detail the manner in which Participant has not performed, and Participant has not remedied such failure within 30 days after notice thereof, (b) material violation of, or failure to act upon or report known or suspected violations of, the Corporation’s Guidelines for Business Conduct, as amended from time to time, (c) conviction of, or a plea of nolo contendere with respect to, any felony, (d) commission of any criminal, fraudulent, or dishonest act in connection with Participant’s employment, (e) material breach of this Agreement which, if capable of remedy, continues for a period of 30 days without remedy thereof by Participant after notice thereof, or two or more such breaches in any two month period, or (f) one or more instances of willful misconduct or gross negligence that, individually or in the aggregate, is materially detrimental to the Corporation’s interests. “Good Reason” shall have the meaning set forth in a current and enforceable employment agreement between the Corporation (or one of its wholly owned subsidiaries) and Participant, if applicable.

c. “Confidential Information” includes any business, financial and other sensitive, confidential, proprietary and trade secret information which is of unique value to the Corporation. Examples of Confidential Information include: inventions, improvements and designs; new product or marketing plans; business strategies and plans; merger and acquisition targets; financial and pricing information; computer programs, source codes, models and databases; analytical models; human resources strategies; customer lists and information; and supplier and vendor lists and other information which is not generally available to the public.

14. It is the Corporation’s intention that the shares of Stock represented by the Award will be exempt from Section 16(b) of the Exchange Act by reason of Rule 16b-3. In the event that exercise of any decision-making power granted by the Plan or this Agreement to the Participant or the Committee will result in the loss of such exemption, then the Participant or the Committee, as

the case may be, shall not be entitled to exercise such power, which shall be exercised by the remaining members of the Committee or the Board, as the case may be.

15. If at any time the Corporation or the Committee shall determine, in its discretion, that the listing, registration or qualification of any shares of Stock represented by the Award upon any securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance of such Stock hereunder, such Stock shall not be issued unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Corporation and the Committee. In addition, the Corporation may at any time require, as a condition to the issuance or delivery of such Stock, that the Participant represent in writing that he is acquiring such Stock for investment purposes only and not with a view to distribution and in such event, the Corporation may endorse an appropriate legend on the certificate representing the shares of Stock and cause the transfer agent to make an appropriate notation on its books with respect to such shares.

16. All compensation payable under this Agreement will be subject to applicable tax withholding and other required or authorized deductions prior to the issuance of any LTI Shares, and shall be subject in all respects to the terms, provisions and conditions of the Plan. Such tax withholding and other tax obligations may be satisfied by the Participant electing to receive the net shares representing the difference between the current fair market value and the tax amount required to be withheld.

17. The Corporation and Committee make no representations concerning the tax consequences of the Award under Code Section 409A or any other federal, state or local tax law. Tax consequences will depend, in part, upon the application of relevant tax law, including Code Section 409A, to the relevant facts and circumstances. Participants should consult a competent and independent tax advisor regarding the tax consequences of the Award.

18. Any and all compensation paid or required to be paid pursuant to this Agreement, including the issuance of shares of stock, shall be subject to repayment to the Corporation by Participant (and the Participant’s Beneficiary, heirs and estate) pursuant to the terms of any clawback, recoupment or other policy implemented from time to time by the Corporation, as amended.

19. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

DREW INDUSTRIES INCORPORATED

By:___________________________________

Date:____ ______________

______________________________________

(Participant’s Signature)

_______________________________________

(Date)

_______________________________________

(Street Address):

_______________________________________

(City, State, Zip Code)

_______________________________________

(Social Security Number)

Annex A

EPS Growth Example



[__]-Year Target Annualized Growth	Threshold [___]% [___] %	Target [___]% [___] %	Maximum [___]% [___] %	←Step 1 ←Step 2 Annualize
Starting EPS $[___] Year 1 Year 2 Cumulative EPS Hurdle	$[___] $[___] $[___] $ [___]	$[___] $[___] $[___] $ [___]	$[___] $[___] $[___] $ [___]	←Step 3 Calc. Y1 ←Step 4 Calc. Y2 ←Step 5 Sum Y1+Y2
Payout	50%	100%	150%

BENEFICIARY DESIGNATION

I, [NAME], designate the Beneficiary(ies) below to receive all of my benefits payable in accordance with the terms of a Restricted Stock Award Agreement entered into as of [DATE], 20[__] between myself and Drew Industries Incorporated and issued to me pursuant to the Drew Industries Incorporated Equity Award and Incentive Plan, as Amended and Restated.

PRIMARY BENEFICIARY(IES)



Name	Percentage of Benefits	Relationship	Social Security Number
____________________	_______	__________	________________
____________________	_______	__________	________________

CONTINGENT BENEFICIARIES (Will receive indicated portions of my Restricted Stock Award referred to herein if

no Primary Beneficiaries survive me)



Name	Percentage of Benefits	Relationship	Social Security Number
_____________________	_______	__________	________________
_____________________ _____________________	_______ _______	__________ __________	________________ ________________

Signature of Participant Date

Exhibit 10.4

DREW INDUSTRIES INCORPORATED

DEFERRED STOCK AWARD AGREEMENT

PURSUANT TO DREW INDUSTRIES INCORPORATED

EQUITY AWARD AND INCENTIVE PLAN,

AS AMENDED AND RESTATED

This DEFERRED STOCK AWARD AGREEMENT (this “Agreement”) made and entered into as of [DATE], 20[__] (the “Award Date”), between DREW INDUSTRIES INCORPORATED, a Delaware corporation (the “Corporation”), and [NAME] (the “Participant”), an employee of the Corporation or one of its wholly owned subsidiaries, sets forth the terms and conditions of a Deferred Stock Award issued pursuant to the Drew Industries Incorporated Equity Award and Incentive Plan, as Amended and Restated, which may be amended or supplemented hereafter (the “Plan”), a copy of which the Participant hereby acknowledges receiving.

1. Capitalized terms used herein but not defined shall have the meanings prescribed in the Plan.

2. In accordance with the award, and subject to the terms and conditions of the Plan and this Agreement, the Committee hereby grants to the Participant an award of [NUMBER] shares of Deferred Stock (the “Award”).

3. a. The Award shall vest at the rate of thirty-three and one-third (33.333%) percent per year on each of [DATE], 20[__], [DATE], 20[__] and [DATE], 20[__] (each a respective “Vesting Date”). Notwithstanding anything to the contrary contained herein, the Vesting Date may not be extended.

b. Except as provided in Section 5 hereof, the unvested portion of the Award shall be forfeited upon the Participant’s termination of employment.

c. Election by the Participant to defer receipt of the shares of Stock deliverable pursuant to any Deferred Stock Award (an “Initial Election”) must be for a period of not less than one year from each Vesting Date and must be made prior to the calendar year in which the Award is granted, on a form furnished by the Corporation.

4. a. All shares of Stock represented by the Award which have vested shall be issued and delivered to the Participant, in full, as soon as practicable following the Vesting Date, except as provided in Section 5 or if deferred as provided in Section 3c. If the shares of Stock represented by the Award which have vested have been deferred as provided in Section 3c, such shares shall be issued and delivered to the Participant at the end of that deferral period unless further deferred as provided in Section 4b, in which case such shares shall be issued and delivered to the participant when no further deferrals are elected.

b. Any election subsequent to the Initial Election to change the time of payment or method of distribution of Stock in Sections 4 or 5 (a “Subsequent Election”) may be made by the Participant only in writing, in a form provided by the Committee, provided, however, that (i) such change may not take effect until at least 12 months after the date on which such election is made, (ii) in the case of any distribution to be made at a specified time or on a fixed schedule or on events other than death or Disability, the first payment subject to the change must be deferred for a period of not less than five (5) years from the date such payment would otherwise have been made, (iii) any change related to a payment to be made at a specified time or pursuant to a fixed schedule may not be made less than 12 months prior to the date of the first scheduled payment, and (iv) no such election may be changed in a way that is considered to be an acceleration of the time or schedule of payments except as provided in §409A of the Code and Treasury regulations thereunder. A Subsequent Election may be changed at any time before the last permissible date for making such Subsequent Election after which such Subsequent Election shall become irrevocable.

5. a. In the event of a Change of Control before the Vesting Date, all forfeiture conditions and other restrictions applicable to the Award shall lapse, and all shares of Stock represented by the Award shall become fully vested and be issued and delivered to the Participant on the 90 ^th day following the Change of Control.

b. In the event of the Participant’s death before the Vesting Date, all forfeiture conditions and other restrictions applicable to the Award shall lapse, and all shares of Stock represented by the Award shall become fully vested and be issued and delivered to the Beneficiary designated by the Participant in his or her most recent beneficiary designation filed with the Committee, as soon as practicable following the date of death.

c. In the event of the Participant’s Disability before the Vesting Date, all forfeiture conditions and other restrictions applicable to the Award shall lapse, and all shares of Stock represented by the Award shall become fully vested and be issued and delivered to the Participant as soon as practicable following the determination of the Participant’s Disability. The term “Disability” shall mean Participant’s physical or mental disability that renders Participant incapable of performing the essential functions of Participant’s job, with or without reasonable accommodation, and which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, as determined in good faith by the Corporation.

[d. In the event Participant’s employment with the Corporation (or one of its wholly owned subsidiaries) is terminated by the Corporation without Cause, or is terminated by the Participant for Good Reason, before the Vesting Date, all forfeiture conditions and other restrictions applicable to the Award shall lapse, and all shares of Stock represented by the Award shall become fully vested and be issued and delivered to the Participant as soon as practicable following the date of termination. “Cause” is defined in Section 13.b below. “Good Reason” shall have the meaning set forth in a current and enforceable employment agreement between the Corporation (or one of its wholly owned subsidiaries) and Participant, if applicable.] ¹

8. The Committee shall make or provide for such adjustments to the shares of Stock represented by the Award as it shall deem appropriate in accordance with the Plan. In the event that the Corporation pays any cash or other dividend or makes any other distribution in respect of the Common Stock, for each share of Deferred Stock granted hereunder, the Award shall be credited with an additional number of shares of Deferred Stock determined by dividing (1) the amount of

___________________________

¹ This provision only for executives under contract.

cash, or the value (as determined by the Committee) of any securities or other property paid or distributed in respect of one outstanding share of Common Stock by (2) the Fair Market Value of a share of Common Stock as of the date of such payment or distribution. Such credit to the Award shall be made effective as of the date of the dividend or other distribution in respect of the Common Stock and shall be subject to the same terms and conditions as the original Award.

9. All notices hereunder shall be in writing, and if to the Corporation, shall be delivered to the Corporation or mailed to the Corporation’s principal office, addressed to the attention of the President, and if to the Participant, shall be delivered or mailed to the Participant at the address set forth herein. Such addresses may be changed at any time by notice as set forth herein. A copy of any notice given hereunder shall be sent simultaneously to the Committee, c/o Vice President – Chief Legal Officer, Drew Industries Incorporated, 3501 County Road 6 East, Elkhart, IN 46514.

10. All decisions or interpretations made by the Committee with regard to any question arising hereunder or under the Plan shall be binding and conclusive.

delivered to him or her, such entire Award may be rescinded by the Corporation within one (1) year after the Corporation becomes aware of such failure of compliance or Detrimental Activity, and the Corporation shall notify the Participant in writing of any such rescission within such one-year period. Within ten (10) days after receiving such notice of rescission, the Participant shall pay to the Corporation the entire amount of the Award previously paid to him or her, in such manner and on such terms and conditions as may be required by the Corporation, including, without limitation, payment in cash or by returning to the Corporation the number of shares of Stock that the Participant received under the Award.

b. “Detrimental Activity” means (i) the unauthorized rendering of services for any organization or engaging, directly or indirectly, in any business which is competitive with the business of the Corporation; (ii) the disclosure to any person or entity outside the Corporation, or use in other than the Corporation’s business, without prior written authorization from the Corporation, of any “Confidential Information,” as hereinafter defined or material relating to the business of the Corporation; (iii) activity that results in termination of the Participant’s services as an employee of the Corporation for Cause; or (iv) any other conduct or act reasonably determined by the Corporation to be injurious, detrimental or prejudicial to any interest of the Corporation. “Cause” means Participant’s (a) willful and continued failure to follow the Corporation’s reasonable direction or to perform any duties reasonably required of Participant (other than any such failure resulting from his Disability or from termination by Participant for Good Reason, if applicable), after written demand for substantial performance is delivered to Participant specifying in reasonable detail the manner in which Participant has not performed, and Participant has not remedied such failure within 30 days after notice thereof, (b) material violation of, or failure to act upon or report known or suspected violations of, the Corporation’s Guidelines for Business Conduct, as amended from time to time, (c) conviction of, or a plea of nolo contendere with respect to, any felony, (d) commission of any criminal, fraudulent, or dishonest act in connection with Participant’s employment, (e) material breach of this Agreement which, if capable of remedy, continues for a period of 30 days without remedy thereof by Participant after notice thereof, or two or more such breaches in any two month period, or (f) one or more instances of willful misconduct or gross negligence that, individually or in the aggregate, is materially detrimental to the Corporation’s interests.

16. All compensation payable under this Agreement will be subject to applicable tax withholding and other required or authorized deductions prior to the issuance of any shares, and shall be subject in all respects to the terms, provisions and conditions of the Plan. Such tax withholding and other tax obligations may be satisfied by the Participant electing to receive the net

shares representing the difference between the current fair market value and the tax amount required to be withheld.

19. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

DREW INDUSTRIES INCORPORATED

By:___________________________________

Date:__ _____________

______________________________________

(Participant’s Signature)

_______________________________________

(Date)

_______________________________________

(Street Address):

_______________________________________

(City, State, Zip Code)

_______________________________________

(Social Security Number)

BENEFICIARY DESIGNATION

I, [NAME], designate the Beneficiary(ies) below to receive all of my benefits payable in accordance with the terms of a Deferred Stock Award Agreement entered into as of [DATE], 20[__] between myself and Drew Industries Incorporated and issued to me pursuant to the Drew Industries Incorporated Equity Award and Incentive Plan, as Amended and Restated.

PRIMARY BENEFICIARY(IES)



Name	Percentage of Benefits	Relationship	Social Security Number
____________________	_______	__________	________________
____________________	_______	__________	________________

CONTINGENT BENEFICIARIES (Will receive indicated portions of my Deferred Stock Award referred to herein if

no Primary Beneficiaries survive me)



Name	Percentage of Benefits	Relationship	Social Security Number
_____________________	_______	__________	________________
_____________________ _____________________	_______ _______	__________ __________	________________ ________________

Signature of Participant Date