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This CHANGE IN CONTROL AGREEMENT (the “Agreement”) is entered into _______________ (the “Effective Date”), by and between Cavco Industries, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and ____________________ (“Executive”) (the Company and Executive are sometimes collectively referred to herein as the “Parties” and individually as a “Party”), all with reference to the following:

2.Termination Due to Change in Control. When there is a Change in Control and Executive’s employment is terminated by the Company without Cause as a direct result of the Change in Control during the period between six months prior to or within twelve (12) months after a Change in Control, then Executive shall receive the Accrued Obligations and, additionally, contingent on Executive’s timely execution of the release agreement detailed in Section 2(a) herein, Executive will be entitled to the following Change in Control severance benefits:

(i)Cash Severance. A cash severance payment (“Severance Payment”) equal to the sum of: (A) one (1) year of Executive’s base salary in effect as of the Executive’s Termination Date and (B) Executive’s annual target bonus amount as of the year of termination, subject to and in accordance with the terms of the Company’s Executive Leadership Team STI program. The Severance Payment shall be made during the sixty (60) day period following Executive’s Termination Date.

(ii) Bonus Payment. A pro-rated bonus payment, for the period of time Executive was actually employed and worked during the fiscal year, equal to Executive’s annual target bonus amount as of the year of termination, subject to and in accordance with the terms of the Company’s Executive Leadership Team STI program. Payment of this pro-rated bonus will be made to Executive at the same time payment would have been paid had the Executive’s employment not been terminated.

(iii) Any Awards awarded to Executive that remain outstanding as of the date of termination shall immediately vest in full, if not previously vested, and shall remain exercisable as provided in the Stock Incentive Plan, provided that any Award subject to performance goals shall vest at the target levels of performance (regardless of the otherwise applicable vesting or exercise schedules or performance goals provided for under the applicable Award Agreement).

(iv) If Executive timely and properly elects continuation health care coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will pay the COBRA premium required for Executive and Executive’s dependents (if any) under the Company’s group medical, dental and vision plans for a period of up to twelve (12) months following the Executive’s termination of employment (or until such earlier time as Executive obtains other health care coverage and/or ceases to be eligible for COBRA coverage) (the “COBRA Premium”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premium without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay Executive, on the first day of each calendar month, a cash payment equal to the gross amount of the applicable COBRA Premiums, including any taxed amounts. No such payments will be made after the first anniversary of the Executive’s Termination Date.

(a)Release Agreement. Payment and/or provision of any severance benefits pursuant to Section 2 of this Agreement is contingent on Executive’s execution, delivery, and non-revocation of an effective release of claims against the Company and certain related persons and entities in substantially the form attached hereto as Exhibit B (the “Release”), The Release must be executed (and not revoked) by Executive within the time specified in the Release (the “Release Period”).

(a)Executive’s Representations. Executive hereby represents and warrants to the Company that Executive has read this Agreement in its entirety, fully understands the terms of this Agreement, has had the opportunity to consult with counsel prior to executing this Agreement, and is signing the Agreement voluntarily and with full knowledge of its significance.

(b)Waiver. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification, or discharge is agreed to in a writing signed by Executive and an officer of the Company (other than Executive) duly authorized by the Board to execute such amendment, waiver or discharge. No waiver by either Party of any breach of the other Party of, or compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

(c)Successors and Assigns. This Agreement shall be binding upon, enforceable by, and insure to the benefit of the Company, and its personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legaltees, but neither this Agreement, not any rights, payments or obligations arising hereunder may be assigned, pledged, transferred, or hypothecated by Executive.

(d)Notice. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, if delivered by overnight courier service, or if mailed by registered mail, return receipt requested, postage prepaid, addressed to the respective addresses or to such other address as either Party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt; provided, however, that (i) notices sent by personal delivery or overnight courier shall be deemed given when delivered; and (ii) notices sent by registered mail shall be deemed given two (2) days after the date of deposit in the mail.

(e)Governing Law and Consent to Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of Arizona, without giving effect to any choice of law or conflicting provision or rule (whether of the State of Arizona or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of Arizona to be applied. In furtherance of the foregoing, the law of the State of Arizona will control the interpretation and construction of this Agreement. Any action to enforce this Agreement must be brought in, and the Parties hereby consent to jurisdiction in, Maricopa County, Phoenix, Arizona. Each Party hereby waives the rights to claim that any such court is an inconvenient forum for the resolution of any such action.

(f)Compliance with Section 409A. This Agreement and its payments and benefits are intended to comply with (or be exempt from) the requirements of Code Section 409A and will be interpreted and administered in accordance with such intention. In the event this Agreement or any benefit paid to Executive hereunder is deemed to be subject to Code Section 409A, Executive consents to the Company adopting such conforming amendments or taking such actions as the Company deems necessary, in its discretion (and without an obligation to do so), to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A. While it is intended that all payments and benefits provided under this Agreement to Executive will be exempt from or comply with Code Section 409A, the Company makes no representation or covenant to ensure that the payments under this Agreement are exempt from or compliant with Code Section 409A. The Company will have no liability to Executive or any other person if any amounts paid or payable are subject to the additional tax and/or penalties and/or interest under Code Section 409A.

(i)Notwithstanding anything herein to the contrary, if at the time of Executive’s termination of employment with the Company Executive is a “specified employee” as defined in Section 409A, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment that are considered a “deferral of compensation” within the meaning of Section 409A is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of the portion of such payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) to the extent necessary to comply with Section 409A until the first business day to occur following the date that is six (6) months following the Termination Date (or the earliest date otherwise permitted under Section 409A). In the event that payments under this Agreement are deferred pursuant to this subclause (i) in order to prevent any accelerated tax or additional tax under Section 409A, then such payments shall be paid at the time specified under this subclause (i) without any interest thereon.

1.“Accrued Obligations” shall mean, at any point in time and except as expressly provided herein, any amounts to which the Executive is entitled to payment but have not yet been paid to Executive including, but not limited to, each of the following (but only to the extent such amounts are vested, earned or accrued at the time of payment): Executive’s base salary (calculated as of the time of termination), accrued but unused vacation or paid time off, and any other payments, business expenses, retention bonuses, entitlements or benefits vested, earned or accrued but unpaid under applicable benefit and compensation plans, programs, and other arrangements with the Company and/or any of its subsidiaries.

5.“Cause” shall mean the occurrence of one or more of the following: (i) Executive’s malfeasance, or gross misconduct, or dishonesty that materially harms the Company or its stockholders; (ii) Executive’s conviction of a felony that is materially detrimental to the Company or its stockholders; (iii) Executive’s conviction of, or entry of a plea nolo contendere to a felony that materially damages the Company’s financial condition or reputation or to a crime involving fraud; (iv) Executive’s material violation of the Company’s Code of Ethics, including breach of duty of loyalty in connection with the Company’s business; (v) Executive’s failure to perform duties under this Agreement, after written/email notice to Executive of such failure by the Board and an opportunity to cure of at least thirty (30) days; (vi) Executive’s failure to reasonably cooperate with, or Executive’s impedance or interference with, an investigation authorized by the Board after written/email notice to the Executive of such failure/impedence/interference by the Board and an opportunity to cure of at least thirty (30) days; (vii) Executive’s failure to follow a legal and proper Board directive, after notice by the Board and a thirty (30) day opportunity to cure; or (viii) Executive’s misconduct or gross negligence pursuant to the Sarbanes-Oxley Act, if and to the extent such conduct triggers a material restatement of the Company’s financial results.

6.“Change in Control” shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Act, whether or not the Company is then subject to such reporting requirement; provided, that, without limitation, such a change in control shall be deemed to have occurred if:

10.“Share” shall mean a share of Cavco Industries common stock, par value $.01, and any share or shares of capital stock or other securities of Cavco Industries hereafter issued or issuable upon, in respect of or in substitution or in exchange for each present share. Such shares may be unissued or reacquired shares, as the Board, in its sole and absolute discretion, shall from time to time determine.

1. Meaning of “Released Parties”: The term “Released Parties”, as used throughout this Agreement, includes the Company and all of its past and present shareholders, parents, subsidiaries, and affiliates, joint venturers, and other current or former related entities thereof, and all of the pastand present officers, directors, employees, agents, insurers, legal counsel, and successors and assigns of said entities.

2. Employee’s Release of Claims: In consideration for the severance payments and benefits provided for in the Change in Control Agreement and subject to Paragraph 4 of this Agreement, Employee, on behalf of himself/herself, his or her spouse (if any), representatives, agents, heirs, trusts and assigns, hereby unconditionally and irrevocably releases Released Parties to the maximum extent permitted by law, from any and all claims, debts, obligations, demands, judgments, or causes of action of any kind whatsoever, whether known or unknown that Employee has or may have had prior to the date of Employee’s execution of this Agreement for any action or omission by Released Parties and/or due to any matter whatsoever relating to Employee’s employment or cessation of employment with the Company. Without limiting in any way the foregoing general release, this release specifically includes the following:

a. All claims and causes of action arising under the following laws, as amended: Section 1981 of the Civil Rights Act of 1866; Title VII of the Civil Rights Act; the Americans with Disabilities Act; the Federal Family and Medical Leave Act; the Worker Adjustment and Retraining Notification Act; the National Labor Relations Act; the Labor Management Relations Act; the Fair Credit Reporting Act; the Employee Retirement Income Security Act of 1974; the Genetic Information Nondiscrimination Act of 2008; the Health Insurance Portability and Accountability Act; the Occupational and Safety Health Act; the Equal Pay Act; Executive Orders 11246 and 11141; the Consolidated Omnibus Budget Reconciliation Act of 1986; the Rehabilitation Act of 1973; the Electronic Communications Privacy Act of 1986 (including the Stored Communications Act); the Arizona Wage Statute, A.R.S. § 23-350, et seq.; the Arizona Civil Rights Act; the Arizona Employment Protection Act; the Arizona wage statutes; the Arizona Medical Marijuana Law; and the Arizona Constitution; and

b. All claims and causes of action arising under any other federal, state or local law, regulation or ordinance, including for employment discrimination on any basis, hostile working environment, retaliation, wrongful discharge, retaliatory discharge, constructive discharge, unsafe working conditions, breach of express or implied contract, breach of collective bargaining agreement, breach of implied covenant of good faith and fair dealing, fraud, detrimental reliance, promissory

estoppel, defamation, negligence, negligent or intentional misrepresentation, invasion of privacy, defamation, libel, slander, battery, failure to pay wages, bonuses, commissions, attorneys’ fees, interference with economic gain or contractual relations, and intentional and negligent infliction of emotional distress or “outrage”; and

Nothing in this Release shall be interpreted to release any claims to Employee’s post-employment benefits provided under the Change in Control Agreement, claims which may not be released as matter of law, or claims which arise under the terms of this Agreement or after the date on which Employee signs this Agreement, or to release Employee’s right, if any, to any vested benefits under any retirement plan or stock subscription agreements. Employee acknowledges that this Agreement constitutes a full settlement, accord, and satisfaction of all claims covered by this Release.

3. Age Discrimination in Employment Act; Older Workers Benefit Protection Act of 1990: In addition to the general release in Paragraph 2 of this Agreement, Employee is waiving and releasing any and all claims against Released Parties under the Age Discrimination and Employment Act (“ADEA”) that arose at any time during Employee’s employment with the Company, up to and including his last day of employment. This Agreement is subject to the terms of the Older Workers Benefit Protection Act of 1990 (“OWBPA”). The OWBPA provides that an individual cannot waive a right or claim under the ADEA unless the waiver is knowing and voluntary. Pursuant to the terms of the OWBPA, the Employee acknowledges and agrees that Employee has been provided a copy of this Agreement, has signed this Agreement voluntarily, and with full knowledge of its consequences. In addition, Employee hereby acknowledges and agrees as follows:

e. Employee has been provided a period of twenty-one (21) calendar days (the “Review Period”) from Employee’s last day of employment with the Company to consider this Agreement. Employee may, but is not required to, accept and sign this Agreement before the expiration of the Review Period, but no earlier than Employee’s last day of employment with the Company. If Employee signs and returns this Agreement before the expiration of the Review Period, Employee agrees that Employee is knowingly and expressly waiving the time-period;

f. For a period of seven (7) calendar days following her signing of this Agreement, Employee may revoke this Agreement by providing written notice of any such revocation to the Company’s General Counsel, on or before the seventh day after Employee signs the Agreement. This Agreement shall become “effective” on the eighth calendar day after Employee signs it if it has not been revoked during the seven (7) day revocation period (the “Effective Date”);

4. Protected Rights: The Parties agree and acknowledge that the release and waiver set forth above shall not prevent Employee from participating in or cooperating with any local, state or federal agency, including the Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”), or the Securities and Exchange Commission (“SEC”) investigation or charge of discrimination. The Parties further agree and acknowledge that nothing in the Agreement prevents or prohibits Employee from reporting to or filing a charge of discrimination with a local, state or federal agency, including the EEOC, NLRB or SEC. Employee understands that Employee has waived and released any and all claims for money damages and equitable relief that Employee may recover from Released Parties pursuant to the filing or prosecution of any administrative charge against Released Parties, or any resulting civil proceeding or lawsuit brought on his behalf for the recovery of such relief, and which arises out of the matters that are and may be released or waived by this Agreement. Employee also understands, however, that this Agreement does not limit Employee’s ability to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information, without notice to the Company. This Agreement also does not limit Employee’s right to receive an award for information provided to any government agencies.

6. Medicare: Employee affirms, covenants, and warrants Employee is not a Medicare beneficiary and is not currently receiving, has not received in the past, will not have received at the time of payment pursuant to this Agreement, is not entitled to, is not eligible for, and has not applied for or sought Social Security Disability or Medicare benefits. In the event any statement in the preceding sentence is incorrect (for example, but not limited to, if Employee is a Medicare beneficiary, etc.), the following sentences (i.e., the remaining sentences of this paragraph) apply. Employee affirms, covenants, and warrants Employee has made no claim for illness or injury against, nor is he aware of any facts supporting any claim against, the Released Parties under which Released Parties could be liable for medical expenses incurred by the Employee before or after the execution of this agreement. Furthermore, Employee is aware of no medical expenses which Medicare has paid and for which Released Parties are or could be liable now or in the future. Employee agrees and affirms that, to the best of Employee’s knowledge, no liens of any governmental entities, including those for Medicare conditional payments, exist. Employee will indemnify, defend, and hold Released Parties harmless from Medicare claims, liens, damages, conditional payments, and rights to payment, if any, including attorneys' fees, and the Employee further agrees to waive any and all future private causes of action for damages pursuant to 42 U.S.C. § 1395y(b)(3)(A) et seq.

7. Confidentiality and Non-Disclosure. Employee agrees and acknowledges that the Company has developed Confidential Information (as defined below) at great time and expense and further agrees that the Company has provided Employee with access to Confidential Information and specialized training. Employee covenants and agrees that, except to the extent Confidential Information becomes known to the general public other than by breach of Employee’s obligations: (a) Employee shall keep strictly confidential and not disclose to any person not employed by the Company any Confidential Information; and (b) Employee shall not use for Employee or for any other person or entity any Confidential Information.

“Confidential Information” means all confidential proprietary or business information related to the Company’s Business that was furnished to, obtained by, or created by Employee during Employee’s employment with the Company and which could be used to harm or compete against the Company. Confidential Information includes, by way of illustration, such information relating to: (a) the Company’s formulae and processes used to calculate and negotiate prices to be charged customers; (b) employee performance metrics and other personnel information; (c) the Company’s customers, including customer lists, preferences, contact information, and billing histories; (d) the Company’s finances, including financial statements, balance sheets, sales data, forecasts, and cost analyses; (e) the Company’s plans and projections for business opportunities for new or developing business, including marketing concepts and business plans; (f) the Company’s research and development activities, technical data, computer files, and software; and (g) the Company’s operating methods, business processes and techniques, services, products, prices, costs, service performance, and operating results.

Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation or order. Except as otherwise provided by law, Employee shall provide written notice of any such order to an authorized officer of the Company within 24 hours of receiving such order where possible, but in any event sufficiently in advance of making any disclosure to permit the Company to contest the order or seek confidentiality protections, as determined in the Company’s sole discretion.

8. Return of Company Property. Employee agrees to immediately return to Company all of Company’s property in Employee’s possession, regardless of the type or medium upon which it is maintained, including, but not limited to, employee information, customer lists, mailing lists, account information, price lists, pricing information, any phone cards, phones, cellular phones, computers, business plans and strategies, financial data or reports, memoranda, correspondence, software, contract terms, compensation plans, and any other documents pertaining to the business of the Company, or its customers or vendors, and any other documents, writings and materials that Employee came to possess or otherwise acquired as a result of and/or in connection with Employee’s association with the Company. Employee further represents and warrants that Employee has not retained any copies, electronic or otherwise, of such property. Should Employee later find any Company property in Employee’s possession, Employee agrees to return it immediately.

10. Severability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or incapable of being enforced, then the Parties request that such court or panel modify such provision by “blue-penciling,” reforming or otherwise modifying the provision in order to render such provision not invalid, illegal or incapable of being enforced and then enforce the provision as modified. The Parties further agree that each provision of this Agreement is severable from each other provision of this Agreement

12. The Employee’s Representations: Employee warrants that Employee is over the age of eighteen (18) and competent to sign this Agreement; that in signing this Agreement Employee is not relying on any statement or representation by the Company that is not contained in this Agreement, but is relying upon Employee’s judgment and/or that of Employee’s legal counsel and/or tax advisor; that the Agreement was signed knowingly and voluntarily without duress or coercion in any form; and that Employee fully understands the same is a FULL and FINAL SETTLEMENT of any and all claims against Released Parties which have been or could have been asserted or on account or arising out of the Employee’s employment relationship with the Company or the actions of any of Released Parties. Employee further represents and certifies that Employee has been given a fair opportunity to review the terms of this Agreement and has determined that it is in the Employee’s best interest to enter into this Agreement.

14. Headings. Section, paragraph and other captions or headings contained in this agreement are inserted as a matter of convenience and for reference, and in no way define, limit, extend or otherwise describe the scope or intent of this Agreement or any provision hereof and shall not affect in any way the meaning or interpretation of this Agreement.