-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, bpwDBObJrVqIETp0oUB6Z7JFAYFMYivQDC0NvBLtjE5ZlJ8JCnvEI51PMQWh9U/Z AAVTHpo1WrzJIK3GEDEztg== 0000950168-94-000039.txt : 19940215 0000950168-94-000039.hdr.sgml : 19940215 ACCESSION NUMBER: 0000950168-94-000039 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OAKWOOD HOMES CORP CENTRAL INDEX KEY: 0000073609 STANDARD INDUSTRIAL CLASSIFICATION: 2451 IRS NUMBER: 560985879 STATE OF INCORPORATION: NC FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 34 SEC FILE NUMBER: 001-07444 FILM NUMBER: 94507290 BUSINESS ADDRESS: STREET 1: 2225 S HOLDEN RD STREET 2: P O BOX 7386 CITY: GREENSBORO STATE: NC ZIP: 27417-0386 BUSINESS PHONE: 9198552400 10-Q 1 10-Q 54634 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ( X ) Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended December 31, 1993 or ( ) Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _______ to _______ Commission File Number 1-7444 OAKWOOD HOMES CORPORATION (Exact name of registrant as specified in its charter) NORTH CAROLINA 56-0985879 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2225 S. Holden Road (P.O. Box 7386), Greensboro, North Carolina (Address of principal executive offices) 27417-0386 (Zip Code) (910) 855-2400 (Registrant's telephone number, including area code) Not Applicable (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X No _____ Indicate the number of shares outstanding of each of the issuer's classes of Common Stock, as of January 31, 1994. Common Stock, Par Value $.50 Per Share . . . . . . . . . . 20,418,606 (1) PART I. FINANCIAL INFORMATION QUARTERLY REPORT ON FORM 10-Q CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the Quarter Ended December 31, 1993 OAKWOOD HOMES CORPORATION AND SUBSIDIARIES Greensboro, North Carolina The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures contained herein are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's latest annual report on Form 10-K. (2) OAKWOOD HOMES CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
THREE MONTHS ENDED DECEMBER 31, (in thousands except per share data) 1992 1993 REVENUES Net Sales...................................................... $71,030 $42,857 Financial Services Income...................................... 14,241 11,524 Other Income................................................... 2,403 2,047 Total Revenues............................................ 87,674 56,428 COSTS AND EXPENSES Cost of Sales.................................................. 49,156 29,785 Selling, General and Administrative Expenses Non-financial Services...................................... 18,897 11,492 Financial Services.......................................... 1,851 1,616 Provision for Losses on Credit Sales........................... 1,931 1,267 Interest Expense Non-financial Services...................................... 118 580 Financial Services.......................................... 6,038 5,995 Total Costs and Expenses............................... 77,991 50,735 INCOME BEFORE INCOME TAXES....................................... 9,683 5,693 PROVISION FOR INCOME TAXES....................................... 3,369 2,000 NET INCOME....................................................... $ 6,314 $ 3,693 Earnings Per Share Primary........................................................ $ .30 $ .25 Fully Diluted.................................................. $ .30 $ .21 Dividends Paid Per Share......................................... $ .02 $ .02 Average Shares Outstanding Primary........................................................ 21,384 15,006 Fully Diluted.................................................. 21,403 18,311
(3) OAKWOOD HOMES CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
(in thousands except per share data) DECEMBER 31, SEPTEMBER 30, ASSETS 1993 1993 Cash and Cash Equivalents....................... $ 6,835 $ 23,904 Receivables, principally installment contracts.................................... 392,226 424,710 Inventories Manufactured homes........................... 64,003 52,105 Work-in-process, materials and supplies...... 5,193 4,288 Land/homes under development................. 1,135 697 70,331 57,090 Manufactured housing communities.................. 4,122 4,088 Property, plant and equipment..................... 29,637 27,702 Deferred income taxes............................. 2,420 1,564 Other assets...................................... 17,343 17,970 $522,914 $ 557,028 LIABILITIES AND STOCKHOLDERS' INVESTMENT Short-term borrowings........................... $ 8,000 $ 26,800 Notes and bonds payable......................... 242,075 255,765 Accounts payable and accrued liabilities........ 29,595 39,079 Reserve for contingent liabilities.............. 3,186 3,009 Other long-term obligations..................... 4,172 3,499 Stockholders' investment: Common stock, $.50 par value................. 10,206 10,172 Additional paid in capital................... 143,868 143,578 Retained earnings............................ 81,812 75,905 $235,886 229,655 Less: Loan to ESOP................................ 0 (779) Total stockholders' investment.................... 235,886 228,876 $522,914 $ 557,028
(4) OAKWOOD HOMES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, (000's omitted) 1993 1992 OPERATING ACTIVITIES: Net income................................................... $ 6,314 $ 3,693 Items not requiring (providing) cash: Depreciation and amortization............................. 1,181 882 Deferred income taxes..................................... (856) (205) Provision for losses on credit sales, net of actual losses.................................................. 951 548 (Increase) in other receivables........................... (3,285) (2,293) (Increase) in inventories................................. (13,241) (5,417) (Decrease) in accounts payable and accrued liabilities.... (9,484) (5,948) Increase (decrease) in other long-term obligations........ 673 (48) Cash used by operations................................. (17,747) (8,788) Installment receivables issued............................ (58,932) (31,435) Purchase of installment loan portfolio.................... (604) 0 Sale of installment loans................................. 80,765 13,893 Receipts on installment receivables....................... 13,744 11,745 CASH PROVIDED (USED) BY OPERATING ACTIVITIES............ 17,226 (14,585) INVESTING ACTIVITIES: Additions to property, plant and equipment................... (2,708) (611) Additions to manufactured housing communities................ (37) (6) Other........................................................ 244 (1,341) CASH USED BY INVESTING ACTIVITIES......................... (2,501) (1,958) FINANCING ACTIVITIES: Net repayments on short-term credit facilities............... (18,800) (3,000) Issuance of notes and bonds payable.......................... 0 42,335 Payments on notes and bonds.................................. (12,911) (13,388) Cash dividends............................................... (407) (265) Proceeds from exercise of stock options...................... 324 1,762 Other........................................................ 0 15 CASH PROVIDED (USED) BY FINANCING ACTIVITIES.............. (31,794) 27,459 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........... (17,069) 10,916 CASH AND CASH EQUIVALENTS: BEGINNING OF PERIOD.......................................... 23,904 17,200 END OF PERIOD................................................ $ 6,835 $ 28,116
(5) OAKWOOD HOMES CORPORATION AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) 1. The condensed consolidated financial statements reflect all adjustments, which included only normal recurring adjustments, which are, in the opinion of management, necessary to present fairly the results of operations for the periods presented. Results of operations for any interim period are not necessarily indicative of results to be expected for a full year. 2. Effective October 1, 1993, the Company adopted prospectively Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," which requires use of an asset and liability method to account for deferred income taxes. Prior to fiscal 1994, the Company accounted for income taxes using the deferred method. Under the asset and liability method prescribed by FAS 109, deferred income taxes are provided on the temporary differences between the financial reporting and income tax bases of the Company's assets and liabilities using enacted income tax rates expected to be in effect when the temporary differences reverse. One of the differences between the FAS 109 asset and liability method and the deferred method is that changes in deferred income tax assets and liabilities arising from changes in income tax rates are reflected in income when the change in income tax rates is enacted, rather than over time, if at all. The excess of the aggregate net deferred income tax asset as of October 1, 1993, computed using the asset and liability method, over the aggregate net deferred income tax asset as of September 30, 1993, computed using the deferred method, was approximately $214,000 ($.01 per share) and has been reflected as a reduction in the provision for income taxes for the quarter ended December 31, 1993. The temporary differences giving rise to deferred income taxes at October 1, 1993 are as follows : Deferred income tax liabilities : Depreciation $1,020 Financing costs 831 Discounts on acquired portfolios 600 Installment sales 627 Endorsement fee income 337 Other 1,080 Total deferred income tax liabilites 4,495 Deferred income tax assets : Reserve for losses on credit sales (4,896) Accrued liabilities (1,262) Other (115) Total deferred income tax assets (6,273) Net deferred income tax asset ($1,778) 3. The Company is contingently liable as guarantor on installment sale contracts sold to unrelated financial institutions on a full or limited recourse basis. The amount of this contingent liability was approximately $128 million at December 31, 1993. (6) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Total sales dollar volume increased 66%, reflecting a 45% increase in new unit volume and increases of 5% and 12% in the average new unit sales prices of single-section and multi-section homes, respectively. New unit volume increased due to a 15% increase in the weighted average number of sales centers open during the period and a 26% increase in average new unit sales per sales center. Total sales for sales centers open at least one year rose 36%. The increase in the average new unit sales price reflects price increases required to offset rising lumber prices, the effect of the Company's entry into the Texas market where the average size home sold is larger than in the Southeast market, and higher selling prices in the Southeast due to a change in product mix toward higher-end homes. The Company has been successful in recovering increased lumber costs from its customers through higher selling prices and does not expect fluctuating lumber prices to have a material adverse effect on its results of operations. Gross profit as a percentage of sales was 30.8% in the current period compared to 30.5% in the prior year. Margins rose in the Southeast, principally due to manufacturing efficiencies resulting from higher production levels, partially offset by the effects of the Company's expansion into the Southwest, where substantially all product was sourced from third party manufacturers. During the current period the Company operated at or near its production capacity on a single shift basis at three of its operating plants. At December 31, 1993, a fourth plant was operating at approximately 90% of its capacity (compared to approximately 75% at December 31, 1992) and a fifth plant acquired in January 1993 was operating at approximately 70% of capacity. Production at the Company's new Texas facility commenced in October, and at December 31, 1993 this plant was operating at approximately 40% capacity. During the quarter the Company began construction of an additional plant in Texas and plans to begin construction of a plant in Tennessee to further support the Company's expansion into the Southwest and Midwest markets. Production at these facilities is expected to commence during the third quarter of fiscal 1994. Management does not expect a significant improvement in gross margins to be realized from the additional manufacturing plants until fiscal 1995 because of the start-up costs associated with bringing new production capacity on line. Financial services income increased 24% as a result of the increase in the outstanding balance of installment sale contracts from $323 million at December 31, 1992 to $377 million at December 31, 1993, offset slightly by a decrease in the weighted average interest rate. Credit sales represented approximately 84% and 81% of the Company's sales dollar volume in fiscal (7) 1994 and 1993, respectively, of which approximately 93% and 81%, respectively, was originated by the Company's credit subsidiary. Financial services income for the fiscal 1994 quarter also reflects approximately $.9 million of earnings on the Company's retained interests in REMIC securitizations consummated in July and October 1993 which were structured as sales of receivables. The Company's earnings on its retained interests in these REMICs are reflected as a single amount within financial services income, as compared to presenting interest income on the installment sale contracts conveyed to the REMICs as interest income, and interest expense on REMIC interests purchased by investors as interest expense, for REMIC securitizations structured as collateralized borrowings. Structuring REMIC securitizations as sales of receivables will cause slower rates of growth in interest income and interest expense compared to that which would occur if such securitizations were structured as collateralized borrowings. Other income increased 17%, principally due to increased insurance commissions resulting from an improvement in the percentage of total sales for which physical damage coverage was written by the Company's agency and the overall increase in sales, offset by decreases in insurance commissions from favorable loss experience and the continuing decline in endorsement fee income resulting from the Company's emphasis on internal financing of credit sales. Total selling, general and administrative expenses increased 57%, primarily as a result of higher sales volumes and increased servicing costs associated with the increased size of the Company's servicing portfolio. The provision for losses on credit sales rose 52% over the prior period. The Company provides for estimated future losses on current period retail credit sales financed by the Company or sold to financial institutions on a recourse basis. The amounts provided are based on the Company's historical loss experience, current repossession trends and costs, and management's assessment of the current credit quality of the installment sale contract portfolio. Accordingly, the provision for losses on credit sales is not necessarily directly related to current period sales. Non-financial services interest expense decreased primarily due to the redemption or conversion of the Company's 6-1/2% and 7-1/2% convertible subordinated debentures in November and December 1992. Financial services interest expense was essentially flat because the Company has begun structuring its REMIC securitizations as sales of receivables instead of as collateralized borrowings as more fully described above. As more fully described in Note 3 to the condensed consolidated financial statements included herein, effective October 1, 1993 the Company adopted prospectively Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("FAS 109"), which requires use of an asset and (8) liability method to account for deferred income taxes. Adoption of FAS 109 had the effect of reducing the provision for income taxes and increasing net income by $214,000 ($.01 per share) for the quarter ended December 31, 1993. Excluding the effect of adoption of FAS 109, the Company's effective income tax rate was 37% in fiscal 1994. The two percentage point increase over fiscal 1993 was the result of higher state income taxes and an increase in the federal income tax rate. Liquidity and Capital Resources The Company's financial position at December 31, 1993 reflects the normal seasonal increase in inventories in preparation for the typically strong spring and summer selling season. Receivables, which consist principally of installment sale contracts, decreased principally as a result of the Company's structuring of installment sale contract securitizations as sales of receivables rather than as collateralized borrowings. During the quarter ended December 31, 1993 the Company originated approximately $59 million of installment sale contracts and sold approximately $90 million of installment sale contracts, including approximately $88.5 million of contracts via a REMIC securitization. Investors purchased 90% of the interests in the REMIC trust for approximately $79.6 million cash; the Company retained a 10% interest in the trust. No gain or loss resulted from the sale of REMIC certificates to investors. Management believes that financing for installment sale contracts remains readily available and anticipates completing another securitization in the third quarter of fiscal 1994. Management believes that the availability of permanent financing for installment sale contracts, the Company's short-term credit facilities and cash generated by operations are sufficient to provide for the Company's short-term liquidity needs. The Company continues to monitor the credit and equity markets and evaluate the sources and cost of the long-term capital required to finance the demands of both planned expansion and higher operating levels within existing operations. The Company will seek to raise additional equity or long-term debt based upon anticipated business demands, management's assessment of existing and future conditions in the capital markets, and management's assessment of the appropriate components of the Company's capital structure. (9) PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders At the Annual Meeting of Shareholders of the Registrant held February 2, 1994, the following matters were submitted to a vote of the shareholders of the Registrant: 1) Ratification of the selection of Price Waterhouse as independent public accountants for the fiscal year ending September 30, 1994, which was approved by a vote of 16,236,769 shares in favor and 52,533 shares voted against. On such matter, there were abstentions of 37,325 shares and broker nonvotes of 4,024,959 shares. 2) Election of four members to the Board of Directors of the Registrant for terms of three years and one member to the Board of Directors of the Registrant for a term of two years. Mr. Ralph L. Darling was elected to the Board by a vote of 15,933,321 shares in favor of his election; 393,306 shares were withheld from voting in favor of Mr. Darling's election; and there were broker nonvotes of 4,024,959. Mr. Kermit G. Phillips, II was elected to the Board by a vote of 15,979,008 shares in favor of his election; 347,619 shares were withheld from voting in favor of Mr. Phillips' election; and there were broker nonvotes of 4,024,959. Mr. H. Michael Weaver was elected to the Board by a vote of 15,978,948 shares in favor of his election; 347,679 shares were withheld from voting in favor of Mr. Weaver's election; and there were broker nonvotes of 4,024,959. Mr. Francis T. Vincent, Jr. was elected to the Board by a vote of 15,976,747 shares in favor of his election; 349,880 shares were withheld from voting in favor of Mr. Vincent's election; and there were broker nonvotes of 4,024,959. Mr. Sabin C. Streeter was elected to the Board by a vote of 15,930,860 shares in favor of his election; 395,767 shares were withheld from voting in favor of Mr. Streeter's election; and there were broker nonvotes of 4,024,959. (10) Item 6. Exhibits and Reports on Form 8-K a) Exhibits (4) Agreement to Furnish Copies of Instruments With Respect to Long-Term Debt (10.1) Form of First Amendment to Employment Agreement between the Corporation and each of Nicholas J. St. George, Robert D. Harvey, Sr. and A. Steven Michael. (10.2) First Amendment to Amended and Restated Executive Retirement Benefit Employment Agreement between the Corporation and Nicholas J. St. George. (10.3) First Amendment to Executive Retirement Benefit Employment Agreement between the Corporation and Robert D. Harvey, Sr. (10.4) First Amendment to Executive Retirement Benefit Employment Agreement between the Corporation and A. Steven Michael. (10.5) First Amendment to Amended and Restated Executive Disability Benefit Agreement between the Corporation and Nicholas J. St. George. (10.6) First Amendment to Executive Disability Benefit Agreement between the Corporation and Robert D. Harvey, Sr. (10.7) Form of Executive Retirement Benefit Agreement between the Corporation and each of James D. Casterline, Larry T. Gilmore, C. Michael Kilbourne, J. Michael Stidham and Larry M. Walker. (10.8) Schedule identifying omitted Executive Retirement Benefit Employment Agreements which are substantially identical to the Form of Executive Retirement Benefit Agreement in Exhibit 10.7 and payment schedules under Executive Retirement Benefit Employment Agreements. (11) Calculation of Fully Diluted Earnings Per Share. b) Reports on Form 8-K No reports on Form 8-K were filed for the quarter ended December 31, 1993. Items 1, 2, 3 and 5 are inapplicable and are omitted. (11) OAKWOOD HOMES CORPORATION AND SUBSIDIARIES SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: February 11, 1994 OAKWOOD HOMES CORPORATION BY: s/Nicholas J. St. George ________________________ Nicholas J. St. George President and Chief Executive Officer BY: s/C. Michael Kilbourne _______________________ C. Michael Kilbourne Vice President (Principal Financial Officer) (12) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 EXHIBITS ITEM 6(a) FORM 10-Q QUARTERLY REPORT For the quarter ended Commission File Number December 31, 1993 1-7444 OAKWOOD HOMES CORPORATION EXHIBIT INDEX Exhibit No. Exhibit Description 4 Agreement to Furnish Copies of Instruments with respect to Long- Term Debt (page 14 of the sequentially numbered pages) 10.1 Form of First Amendment to Employment Agreement between the Corporation and each of Nicholas J. St. George, Robert D. Harvey, Sr. and A. Steven Michael (page __ of the sequentially numbered pages) 10.2 First Amendment to Amended and Restated Executive Retirement Benefit Employment Agreement between the Corporation and Nicholas J. St. George (page __ of the sequentially numbered pages) 10.3 First Amendment to Executive Retirement Benefit Employment Agreement between the Corporation and Robert D. Harvey, Sr. (page __ of the sequentially numbered pages) 10.4 First Amendment to Executive Retirement Benefit Employment Agreement between the Corporation and A. Steven Michael (page __ of the sequentially numbered pages) 10.5 First Amendment to Amended and Restated Executive Disability Benefit Agreement between the Corporation and Nicholas J. St. George (page __ of the sequentially numbered pages) 10.6 First Amendment to Executive Disability Benefit Agreement between the Corporation and Robert D. Harvey, Sr. (page __ of the sequentially numbered pages) 10.7 Form of Executive Retirement Benefit Agreement between the Corporation and each of James D. Casterline, Larry T. Gilmore, C. Michael Kilbourne, J. Michael Stidham and Larry M. Walker (page __ of the sequentially numbered pages) 10.8 Schedule identifying omitted Executive Retirement Benefit Employment Agreements which are substantially identical to the Form of Executive Retirement Benefit Agreement in Exhibit 10.7 and payment schedules under Executive Retirement Benefit Employment Agreements (page __ of the sequentially numbered pages) 11 Calculation of Fully Diluted Earnings Per Share (page __ of the sequentially numbered pages) EX-4 2 EXHIBIT 4 EXHIBIT 4 AGREEMENT TO FURNISH COPIES OF INSTRUMENTS WITH RESPECT TO LONG-TERM DEBT The Registrant has entered into certain agreements with respect to long-term indebtedness which do not exceed ten percent of the total assets of the Registrant and its subsidiaries on a consolidated basis. The Registrant hereby agrees to furnish a copy of such agreements to the Commission upon request of the Commission. OAKWOOD HOMES CORPORATION By: s/C. Michael Kilbourne ______________________ C. Michael Kilbourne Vice President ( ) EX-10 3 EXHIBIT 10.1 FIRST AMENDMENT to EMPLOYMENT AGREEMENT FIRST AMENDMENT dated as of November 16, 1993 to the EMPLOY- MENT AGREEMENT dated as of November 16, 1990 (the "Employment Agreement") by and between OAKWOOD HOMES CORPORATION, a North Carolina corporation with its principal executive offices at Greensboro, North Carolina (the "Company"), and _________________, an individual residing at Greensboro, North Carolina (the "Execu- tive"). STATEMENT OF PURPOSE The Executive is a valued key employee of the Company whose present and future contributions to the success and growth of the Company are significant. The Company believes that it is in the best interest of it and its shareholders to amend the Employment Agreement to provide that in the event the Executive receives an arbitration award as a result of a dispute arising under the Employment Agreement, the Corporation shall reimburse the Executive the reasonable fees and disbursements of his counsel. NOW, THEREFORE, the Company and the Executive hereby agree as follows: 1. Arbitration; Fees. The Company and the Executive hereby acknowledge and agree that Section 15 of the Employment Agreement is hereby amended by deleting such Section in its entirety and substituting in its place and stead a new Section 15 to read in its entirety as follows: "15. Arbitration; Fees. (a)Any dis- putes between the Company and the Executive concerning this Agreement will be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, by a panel of three arbitrators, one selected by the Executive, one selected by the Company and the other selected by the two so chosen. Judgment upon the arbitration award rendered by the arbitrators shall be binding and conclusive and may be entered in any court having jurisdiction thereof. The costs of the arbitration shall be borne by the Company. (b)In the event that the Executive receives an arbitration award pursuant to subsection (a) above, the Company shall, within thirty (30) days after the presentation of proper receipts or invoices therefor, reimburse the Executive the reasonable fees and disbursements of counsel incurred in connection with such arbitration or the col- lection of any amounts awarded the Executive pursuant thereto." 2. References. Each reference in the Employment Agreement to the terms "this Agreement", "herein", "hereof", "hereunder" and other similar terms referring to the Employment Agreement are hereby deemed to be a reference to the Employment Agreement as amended hereby. 3. Ratification; Confirmation. Except as amended hereby, all the terms and conditions of the Employment Agreement shall remain in full force and effect, and are hereby ratified and confirmed in all respects. 4. Counterparts. This First Amendment may be executed in any one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement. IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed and delivered as of the day and year first above set forth. OAKWOOD HOMES CORPORATION [CORPORATE SEAL] ATTEST: By:_______________________ Name: Title: _________________________ ______________________ _______________________ 2 EX-10 4 EXHIBIT 10.2 FIRST AMENDMENT to AMENDED AND RESTATED EXECUTIVE RETIREMENT BENEFIT EMPLOYMENT AGREEMENT FIRST AMENDMENT dated as of November 16, 1993 to the AMENDED AND RESTATED EXECUTIVE RETIREMENT BENEFIT EMPLOYMENT AGREEMENT dated as of December 31, 1991 (the "Retirement Benefit Employment Agreement") by and between OAKWOOD HOMES CORPORATION, a North Carolina corporation with its principal executive offices at Greensboro, North Carolina (the "Company"), and NICHOLAS J. ST. GEORGE, an individual residing at Greensboro, North Carolina (the "Executive"). STATEMENT OF PURPOSE The Executive is a valued key employee of the Company whose present and future contributions to the success and growth of the Company are significant. The Company believes that it is in the best interest of it and its shareholders to amend the Retirement Benefit Employment Agreement to provide that in the event the Executive receives an arbitration award as a result of a dispute arising under the Retirement Benefit Employment Agreement, the Corporation shall reimburse the Executive the reasonable fees and disbursements of his counsel. NOW, THEREFORE, the Company and the Executive hereby agree as follows: 1. Arbitration; Fees. The Company and the Executive hereby acknowledge and agree that Section 15 of the Retirement Benefit Employment Agreement is hereby amended by deleting such Section in its entirety and substituting in its place and stead a new Section 15 to read in its entirety as follows: "15. Arbitration; Fees. (a)Any disputes between the Company and the Executive concerning this Agreement will be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, by a panel of three arbitrators, one selected by the Executive, one selected by the Company and the other selected by the two so chosen. Judgment upon the arbitration award rendered by the arbitrators shall be binding and conclusive and may be entered in any court having jurisdiction thereof. The costs of the arbitration shall be borne by the Company. (b)In the event that the Executive receives an arbitration award pursuant to subsection (a) above, the Company shall, within thirty (30) days after the presentation of proper receipts or invoices therefor, reimburse the Executive the reasonable fees and disbursements of counsel incurred in connection with such arbitration or the collection of any amounts awarded the Executive pursuant thereto." 2. References. Each reference in the Retirement Benefit Employment Agreement to the terms "this Agreement", "herein", "hereof", "hereunder" and other similar terms referring to the Retirement Benefit Employment Agreement are hereby deemed to be a reference to the Retirement Benefit Employment Agreement as amended hereby. 3. Ratification; Confirmation. Except as amended hereby, all the terms and conditions of the Retirement Benefit Employment Agreement shall remain in full force and effect, and are hereby ratified and confirmed in all respects. 4. Counterparts. This First Amendment may be executed in any one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement. IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed and delivered as of the day and year first above set forth. ATTEST: OAKWOOD HOMES CORPORATION _____________________ By:_______________________ Name: Title: ___________________________ Nicholas J. St. George 2 EX-10 5 EXHIBIT 10.3 FIRST AMENDMENT to EXECUTIVE RETIREMENT BENEFIT EMPLOYMENT AGREEMENT FIRST AMENDMENT dated as of November 16, 1993 to the EXECUTIVE RETIREMENT BENEFIT EMPLOYMENT AGREEMENT dated as of August 15, 1984 (the "Retirement Benefit Employment Agreement") by and between OAKWOOD HOMES CORPORATION, a North Carolina corporation with its principal executive offices at Greensboro, North Carolina (the "Company"), and ROBERT D. HARVEY, SR., an individual residing at Greensboro, North Carolina (the "Executive"). STATEMENT OF PURPOSE The Executive is a valued key employee of the Company whose present and future contributions to the success and growth of the Company are significant. The Company believes that it is in the best interest of it and its shareholders to amend the Retirement Benefit Employment Agreement (i) to provide that in the event the Executive receives an arbitration award as a result of a dispute arising under the Retirement Benefit Employment Agreement, the Corporation shall reimburse the Executive the reasonable fees and disbursements of his counsel and (ii) to clarify and update certain other provisions thereof. NOW, THEREFORE, the Company and the Executive hereby agree as follows: 1. Definitions. The Company and the Executive hereby acknowledge and agree that Section 1(a) of the Retirement Benefit Employment Agreement is hereby amended by deleting such subsection in its entirety and substituting in its place and stead a new Section 1(a) to read in its entirety as follows: "(a) Retirement means the termination of Executive's employment with the Company, its subsidiaries and any parent (1) at any time during or after the calendar month in which Executive attains the age of 65 years, or (2) at Executive's option, the last day of the calendar month in which Executive elects to make such termination effective, provided that Executive has attained the age of 60 years (or such earlier age as is approved by the Board of Directors) at the effective date of termi- nation and has given the Company 180 days written notice of such election." 2. Benefit Payments. The Company and the Executive hereby acknowledge and agree that Section 3 of the Retirement Benefit Employment Agreement is hereby amended as follows: (a) The first sentence of Section 3(b) is hereby amended by deleting such sentence in its entirety and substituting in its place and stead a new first sentence to read as follows: "Subject to the provisions of Section 4 hereof, and in addition to any benefits pay- able under Section 4(c) of this Agreement, in the event that Executive's employment is terminated without his consent and without Cause after a Change of Control in the Company and prior to Executive reaching 55 years of age, the Company agrees to pay Executive Change of Control Benefits in the amount and in accordance with the payment schedule set out in Schedule B attached hereto." (b) The first sentence of Section 3(c) is hereby amended by deleting such sentence in its entirety and substituting in its place and stead a new first sentence to read as follows: "Subject to the provisions of Section 4 hereof, in the event of Executive's death prior to Retirement or prior to the commence- ment of the Payment Period set forth in Sec- tions 3(a), 3(b), 4(c) or 4(d) hereof, the Company agrees to pay beneficiaries designated by Executive pursuant to Section 3(d) hereof Death Benefits in the amount and in accordance with the payment schedule set out in Schedule C attached hereto." 3. Restrictions, Termination and Forfeiture. The Company and the Executive hereby acknowledge and agree that Section 4(c) of the Retirement Benefit Employment Agreement is hereby amended by deleting the first sentence in its entirety and substituting in its place and stead a new first sentence to read as follows: "In addition to any payments under Sec- tion 3(b) hereof, if applicable, in the event Executive's employment with the Company is terminated without his consent and without Cause (other than by death) after Executive has reached 50 years of age and prior to his Retirement, Executive shall receive payments in the amount and in accordance with the payment schedule set out in Schedule D at- tached hereto." 4. Participation and Other Employee Benefits. The Company and the Executive hereby acknowledge and agree that Section 5(b) of the Retirement Benefit Employment Agreement is hereby amended by 2 deleting such section in its entirety and substituting in its place and stead a new Section 5(b) to read in its entirety as follows: "(b) Nothing contained in this Agreement shall affect the rights of Executive under the Employment Agreement dated November 16, 1990." 5. Arbitration; Fees. The Company and the Executive hereby acknowledge and agree that Section 15 of the Retirement Benefit Employment Agreement is hereby amended by deleting such Section in its entirety and substituting in its place and stead a new Section 15 to read in its entirety as follows: "15. Arbitration; Fees. (a)Any dis- putes between the Company and the Executive concerning this Agreement will be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, by a panel of three arbitrators, one selected by the Executive, one selected by the Company and the other selected by the two so chosen. Judgment upon the arbitration award rendered by the arbitrators shall be binding and conclusive and may be entered in any court having jurisdiction thereof. The costs of the arbitration shall be borne by the Company. (b)In the event that the Executive receives an arbitration award pursuant to subsection (a) above, the Company shall, within thirty (30) days after the presentation of proper receipts or invoices therefor, reimburse the Executive the reasonable fees and disbursements of counsel incurred in connection with such arbitration or the col- lection of any amounts awarded the Executive pursuant thereto." 6. References. Each reference in the Retirement Benefit Employment Agreement to the terms "this Agreement", "herein", "hereof", "hereunder" and other similar terms referring to the Retirement Benefit Employment Agreement are hereby deemed to be a reference to the Retirement Benefit Employment Agreement as amended hereby. 7. Ratification; Confirmation. Except as amended hereby, all the terms and conditions of the Retirement Benefit Employment Agreement shall remain in full force and effect, and are hereby ratified and confirmed in all respects. 3 8. Counterparts. This First Amendment may be executed in any one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement. IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed and delivered as of the day and year first above set forth. OAKWOOD HOMES CORPORATION [CORPORATE SEAL] ATTEST: By:____________________________ Name: Title: ________________________ ______________________ Robert D. Harvey, Sr. 4 EX-10 6 EXHIBIT 10.4 FIRST AMENDMENT to EXECUTIVE RETIREMENT BENEFIT EMPLOYMENT AGREEMENT FIRST AMENDMENT dated as of November 16, 1993 to the EXECUTIVE RETIREMENT BENEFIT EMPLOYMENT AGREEMENT dated as of June 3, 1993 (the "Retirement Benefit Employment Agreement") by and between OAKWOOD HOMES CORPORATION, a North Carolina corporation with its principal executive offices at Greensboro, North Carolina (the "Company"), and A. STEVEN MICHAEL, an individual residing at Greensboro, North Carolina (the "Executive"). STATEMENT OF PURPOSE The Executive is a valued key employee of the Company whose present and future contributions to the success and growth of the Company are significant. The Company believes that it is in the best interest of it and its shareholders to amend the Retirement Benefit Employment Agreement to provide that in the event the Executive receives an arbitration award as a result of a dispute arising under the Retirement Benefit Employment Agreement, the Corporation shall reimburse the Executive the reasonable fees and disbursements of his counsel. NOW, THEREFORE, the Company and the Executive hereby agree as follows: 1. Arbitration; Fees. The Company and the Executive hereby acknowledge and agree that Section 15 of the Retirement Benefit Employment Agreement is hereby amended by deleting such Section in its entirety and substituting in its place and stead a new Section 15 to read in its entirety as follows: "15. Arbitration; Fees. (a)Any dis- putes between the Company and the Executive concerning this Agreement will be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, by a panel of three arbitrators, one selected by the Executive, one selected by the Company and the other selected by the two so chosen. Judgment upon the arbitration award rendered by the arbitrators shall be binding and conclusive and may be entered in any court having jurisdiction thereof. The costs of the arbitration shall be borne by the Company. (b)In the event that the Executive receives an arbitration award pursuant to subsection (a) above, the Company shall, within thirty (30) days after the presentation of proper receipts or invoices therefor, reimburse the Executive the reasonable fees and disbursements of counsel incurred in connection with such arbitration or the col- lection of any amounts awarded the Executive pursuant thereto." 2. References. Each reference in the Retirement Benefit Employment Agreement to the terms "this Agreement", "herein", "hereof", "hereunder" and other similar terms referring to the Retirement Benefit Employment Agreement are hereby deemed to be a reference to the Retirement Benefit Employment Agreement as amended hereby. 3. Ratification; Confirmation. Except as amended hereby, all the terms and conditions of the Retirement Benefit Employment Agreement shall remain in full force and effect, and are hereby ratified and confirmed in all respects. 4. Counterparts. This First Amendment may be executed in any one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement. IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed and delivered as of the day and year first above set forth. ATTEST: OAKWOOD HOMES CORPORATION _____________________ By:__________________________ Name: Title: ______________________________ A. Steven Michael 2 EX-10 7 EXHIBIT 10.5 FIRST AMENDMENT to AMENDED AND RESTATED EXECUTIVE DISABILITY BENEFIT AGREEMENT FIRST AMENDMENT dated as of November 16, 1993 to the AMENDED AND RESTATED EXECUTIVE DISABILITY BENEFIT AGREEMENT dated as of December 31, 1991 (the "Disability Benefit Agreement") by and between OAKWOOD HOMES CORPORATION, a North Carolina corporation with its principal executive offices at Greensboro, North Carolina (the "Company"), and NICHOLAS J. ST. GEORGE, an individual residing at Greensboro, North Carolina (the "Executive"). STATEMENT OF PURPOSE The Executive is a valued key employee of the Company whose present and future contributions to the success and growth of the Company are significant. The Company believes that it is in the best interest of it and its shareholders to amend the Disability Benefit Agreement to provide that in the event the Executive receives an arbitration award as a result of a dispute arising under the Disability Benefit Agreement, the Corporation shall reimburse the Executive the reasonable fees and disbursements of his counsel. NOW, THEREFORE, the Company and the Executive hereby agree as follows: 1. Arbitration; Fees. The Company and the Executive hereby acknowledge and agree that Section 16 of the Disability Benefit Agreement is hereby amended by deleting such Section in its entirety and substituting in its place and stead a new Section 16 to read in its entirety as follows: "16. Arbitration; Fees. (a)Any dis- putes between the Company and the Executive concerning this Agreement will be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, by a panel of three arbitrators, one selected by the Executive, one selected by the Company and the other selected by the two so chosen. Judgment upon the arbitration award rendered by the arbitrators shall be binding and conclusive and may be entered in any court having jurisdiction thereof. The costs of the arbitration shall be borne by the Company. (b)In the event that the Executive receives an arbitration award pursuant to subsection (a) above, the Company shall, within thirty (30) days after the presentation of proper receipts or invoices therefor, reimburse the Executive the reasonable fees and disbursements of counsel incurred in connection with such arbitration or the col- lection of any amounts awarded the Executive pursuant thereto." 2. References. Each reference in the Disability Benefit Agreement to the terms "this Agreement", "herein", "hereof", "hereunder" and other similar terms referring to the Disability Benefit Agreement are hereby deemed to be a reference to the Disability Benefit Agreement as amended hereby. 3. Ratification; Confirmation. Except as amended hereby, all the terms and conditions of the Disability Benefit Agreement shall remain in full force and effect, and are hereby ratified and confirmed in all respects. 4. Counterparts. This First Amendment may be executed in any one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement. IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed and delivered as of the day and year first above set forth. ATTEST: OAKWOOD HOMES CORPORATION _____________________ By:_______________________ Name: Title: ___________________________ Nicholas J. St. George 2 EX-10 8 EXHIBIT 10.6 FIRST AMENDMENT to EXECUTIVE DISABILITY BENEFIT AGREEMENT FIRST AMENDMENT dated as of November 16, 1993 to the EXECUTIVE DISABILITY BENEFIT AGREEMENT dated as of August 15, 1984 (the "Disability Benefit Agreement") by and between OAKWOOD HOMES CORPORATION, a North Carolina corporation with its principal executive offices at Greensboro, North Carolina (the "Company"), and ROBERT D. HARVEY, SR., an individual residing at Greensboro, North Carolina (the "Executive"). STATEMENT OF PURPOSE The Executive is a valued key employee of the Company whose present and future contributions to the success and growth of the Company are significant. The Company believes that it is in the best interest of it and its shareholders to amend the Disability Benefit Agreement to provide that in the event the Executive receives an arbitration award as a result of a dispute arising under the Disability Benefit Agreement, the Corporation shall reimburse the Executive the reasonable fees and disbursements of his counsel. NOW, THEREFORE, the Company and the Executive hereby agree as follows: 1. Arbitration; Fees. The Company and the Executive hereby acknowledge and agree that Section 16 of the Disability Benefit Agreement is hereby amended by deleting such Section in its entirety and substituting in its place and stead a new Section 16 to read in its entirety as follows: "16. Arbitration; Fees. (a)Any dis- putes between the Company and the Executive concerning this Agreement will be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, by a panel of three arbitrators, one selected by the Executive, one selected by the Company and the other selected by the two so chosen. Judgment upon the arbitration award rendered by the arbitrators shall be binding and conclusive and may be entered in any court having jurisdiction thereof. The costs of the arbitration shall be borne by the Company. (b)In the event that the Executive receives an arbitration award pursuant to subsection (a) above, the Company shall, within thirty (30) days after the presentation of proper receipts or invoices therefor, reimburse the Executive the reasonable fees and disbursements of counsel incurred in connection with such arbitration or the col- lection of any amounts awarded the Executive pursuant thereto." 2. References. Each reference in the Disability Benefit Agreement to the terms "this Agreement", "herein", "hereof", "hereunder" and other similar terms referring to the Disability Benefit Agreement are hereby deemed to be a reference to the Disability Benefit Agreement as amended hereby. 3. Ratification; Confirmation. Except as amended hereby, all the terms and conditions of the Disability Benefit Agreement shall remain in full force and effect, and are hereby ratified and confirmed in all respects. 4. Counterparts. This First Amendment may be executed in any one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement. IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed and delivered as of the day and year first above set forth. ATTEST: OAKWOOD HOMES CORPORATION _____________________ By:__________________________ Name: Title: ______________________________ Robert D. Harvey, Sr. 2 EX-10 9 EXHIBIT 10.7 STATE OF NORTH CAROLINA COUNTY OF GUILFORD EXECUTIVE RETIREMENT BENEFIT EMPLOYMENT AGREEMENT THIS AGREEMENT entered into as of this day of December, 1993, by and between OAKWOOD HOMES CORPORATION, a North Carolina corporation with its principal executive offices in Greensboro, North Carolina (the "Company"), and ________________, residing at ______________________________________________________ ("Execu- tive"); W I T N E S S E T H: WHEREAS, Executive is an employee with the Company or a wholly owned subsidiary thereof, currently serving as ____________________ of ________________________________ the __________________ of the Company; and WHEREAS, Executive has contributed materially to the success- ful operation of the Company's business and has rendered valuable services to the Company; and WHEREAS, Executive possesses a thorough knowledge of the business in which the Company is engaged and has extensive knowledge of the Company, its operating methods, manufacturing and sales processes, personnel and products; and WHEREAS, it is important to the continued success of the Company that the Company continue to have the benefit of Executive's advice, counsel and services; and WHEREAS, the Company and Executive mutually desire to enter into this Agreement; NOW THEREFORE, the Company and Executive, in consideration of the mutual covenants and agreements hereinafter set forth and other valuable considerations, do hereby agree as follows: 1. Definitions. As used in this Agreement, the following terms have the following meanings: (a) Retirement means the termination of Executive's employ- ment with the Company, its subsidiaries and any parent (1) at any time after the last day of the calendar month immediately preceding the calendar month in which Executive attains the age of 65 years, or (2) at Executive's option, the last day of the calendar month immediately preceding the calendar month in which Executive elects to make such termination effective, provided that Executive has attained the age of 60 years (or such earlier age, beginning at age 50, as is expressly approved by the Board of Directors) at the effective date of termination and has given the Company 180 days written notice of such election. (b) Change of Control shall be deemed to have occurred in the event that any person, corporation or other entity and its affiliates acquires or contracts to acquire or otherwise controls in excess of 50% of the then outstanding equity securities of the Company without the express approval of the Board of Directors in office prior to such action. (c) Payment Period means the time beginning on the first day of the calendar month in which Executive or his beneficiary(ies) first receives, or should receive, a benefit payment under this Agreement and ending on the last day of the calendar month immediately preceding the fifteenth (15th) anniversary of the receipt of said initial payment. (d) Cause means: (i) A material and willful breach of any of Executive's obligations under this Agreement or of Executive's fiduciary duties to the Company or its sharehold- ers; or (ii) In connection with the discharge of Executive's duties with the Company, one or more material acts of fraud or dishonesty or gross abuse of authority; or (iii) Executive's commission of any willful act involving moral turpitude that materially and adversely affects the name and good will of the Company or the Company's relationship with its employees, customers or suppliers; or (iv) Executive's habitual and intemperate use of alcohol or drugs to the extent that the same materially interferes with Executive's ability to competently, diligently and substantially perform the duties of his employment. (e) Board of Directors means the Board of Directors of the Company. 2. Employment. Until his Retirement or termination as described herein, Executive will devote his best efforts and substantially all of his time during customary business hours to the performance of his current duties (or the duties of such other executive position to which he shall be elected or appointed by the Board of Directors), except reasonable vacation periods and periods of illness or other 2 incapacity, but nothing in this Agreement shall preclude Executive from devoting reasonable time to serving as a director or member of a committee of one or more organizations (business, charitable, civic, religious or otherwise), involving no conflict with the interest of the Company. 3. Benefit Payments. (a) Retirement Benefit Payments. Subject to the provisions of Section 4 hereof, following Executive's Retirement, the Company agrees to pay Executive Retirement Benefits in the amount and in accordance with the payment schedule set out in Schedule A attached hereto, said payments to commence on the last day of the calendar month following Executive's Retirement and to end with the expiration of the Payment Period. Retirement Benefits shall be paid at the end of each month. In the event that Executive dies during the Payment Period, beneficiaries designated by Executive pursuant to Section 3(d) hereof shall receive the amount due hereunder. (b) Change of Control Benefit Payments. Subject to the provisions of Section 4 hereof, and in addition to any benefits payable under Section 4(c) of this Agreement, in the event that Executive's employment is terminated without Cause after a Change of Control in the Company, the Company agrees to pay Executive Change of Control Benefits in the amount and in accordance with the payment schedule set out in Schedule B attached hereto. Said payments shall commence on the later of the last day of the calendar month immediately following the calendar month (i) in which Executive attains the age of 60 years, or (ii) in which termination under this Section 3(b) occurs. Change of Control Benefits shall be paid at the end of each month thereafter and shall end with the expiration of the Payment Period. In the event that Executive dies during the Payment Period, beneficiaries designated by Executive pursuant to Section 3(d) hereof shall receive the amount due hereunder. In the event that Executive dies after termination under this Section 3(b) and prior to the commencement of the Payment Period, Executive's benefits shall be limited to those Death Benefits specified in Section 3(c) hereof and Schedule C attached hereto. (c) Death Benefit Payments. Subject to the provisions of Section 4 hereof, in the event of Executive's death prior to Retirement or prior to the commencement of the Payment Period set forth in Sections 3(a) or 4(c) hereof, the Company agrees to pay beneficiaries designated by Executive pursuant to Section 3(c) hereof Death Benefits in the amount and in accordance with the payment schedule set out in Schedule C attached hereto, said payments to commence on the last day of the calendar month following Executive's death and end with the expiration of the Payment Period. Death Benefits shall be paid at the end of each month. 3 (d) Designation of Beneficiary. Executive may designate one or more beneficiaries to receive payments payable hereunder after his death by filing with the Company a beneficiary designation on a form approved by the Company, bearing the name(s), address(es) and relationship of the beneficiary(ies), which beneficiary designation form shall be acknowledged by Executive before a Notary Public or other officer authorized to administer oaths and shall be in such other form and shall contain such other related information as shall be satisfactory to the Company. The beneficiary(ies) may be changed by Executive at any time by filing a new beneficiary designation form with the Company, said new beneficiary designation form to comply with the provisions of this Section 3(d). If Executive shall not be survived by any one of the beneficiaries designated in accordance with the provisions herein set forth, or if Executive has not designated a beneficiary as provided in this Section 3(d), then upon Executive's death, any and all amounts that would have been payable to Executive's beneficiary(ies) shall be paid to Executive's estate. If Executive shall be survived by any one of the beneficiary(ies) designated as provided herein and such beneficiary(ies) shall die prior to receiving all amounts payable hereunder to such deceased beneficiary(ies) if such beneficia- ry(ies) had lived, then all remaining amounts shall be paid to the estate of such deceased beneficiary(ies). In any case where payments hereunder are to be made to an estate (either the estate of Executive or the estate of a deceased beneficiary), the Company in its sole discretion may make all remaining payments due said estate in one (1) lump sum payment without discount. 4. Restrictions, Termination and Forfeiture. (a) Restrictions. Except in the event that Executive's employment with the Company is involuntarily terminated without Cause, Executive agrees that so long as he is entitled to receive any payment pursuant to this Agreement, he will not: (i) become an employee, officer, director, agent or consultant of a corporation; or (ii) become an employee, agent, consultant, or member of a business, firm or partnership; or (iii) own directly or indirectly, a proprietary interest in a business, firm or partnership; or (iv) own directly or indirectly any stock in a corporation, that conducts a business competing with that of the Company or any of its affiliates or subsidiaries, in any area in which the Company, its affiliates or subsidiaries, does business; provided, however, that Executive may own not in excess of five percent (5%) of the total outstanding stock in any such competing corporation 4 that is actively traded in the over-the-counter market or is listed and traded on a national securities exchange. (b) Termination and Forfeiture of Payments. All payments under this Agreement shall immediately and forever terminate and the right to receive said payments shall be forever forfeited if: (i) Executive voluntarily terminates his employment with the Company before reaching sixty years of age without the approval of the Board of Directors; or (ii) Executive is involuntarily terminated by the Compa- ny for Cause prior to Retirement: or (iii) After Executive's Retirement or termination, this Agreement is terminated by the Company as a result of Executive's having committed an act of embezzle- ment or larceny of money or other property from the Company that would constitute a felony; or (iv) Executive materially and willfully breaches any provision of this Agreement. (c) Termination Without Cause. Except for termination pursuant to Section 3(b) hereof, in the event Executive's employ- ment with the Company is involuntarily terminated by the Company without Cause after Executive has reached fifty years of age and prior to his Retirement, Executive shall receive payments in the amount and in accordance with the payment schedule set out in Schedule D attached hereto, said payments to commence on the later of the last day of the calendar month immediately following the calendar month (i) in which Executive attains 60 years of age, or (ii) in which termination under this Section 4(c) occurs. For purposes of this Section 4(c), termination due to disability shall be deemed termination without Cause. Payments shall be made at the end of each month thereafter and shall end with the expiration of the Payment Period. In the event that Executive dies during the Payment Period, beneficiaries designated by Executive pursuant to Section 3(d) hereof shall receive the amount due hereunder. In the event that Executive dies after termination under this Section 4(c) and prior to the commencement of the Payment Period, Executive's benefits shall be limited to those Death Benefits specified in Section 3(b) hereof and Schedule B attached hereto. (d) Approved Voluntary Termination. In the event Executive voluntarily terminates his employment with the Company after reaching 50 years of age but prior to reaching 60 years of age, and said termination is expressly approved by the Board of Directors ("Approved Voluntary Termination"), Executive shall receive payments in the amount and in accordance with the payment schedule set out in Schedule E attached hereto; provided that Executive shall give the Company 180 days written notice of said termination. 5 Payments shall commence on the last day of the calendar month in which Executive attains 60 years of age, shall be made at the end of each month thereafter and shall end with the expiration of the Payment Period. In the event that Executive dies after his Approved Voluntary Termination and prior to the expiration of the Payment Period, beneficiaries designated by Executive pursuant to Section 3(d) hereof shall receive the amount due under this Section 4(d). Payments under this Section 4(d) shall be in lieu of any and all other payments to which Executive may otherwise have been entitled under this Agreement. (e) Determination of Forfeiture. Any determination that Executive has breached this Agreement or otherwise forfeited the right to further payments under this Agreement must be made by the Board of Directors of the Company acting in good faith and must be based on and supported by clear and convincing evidence. 5. Participation in Other Employee Benefits. Nothing contained in this Agreement shall affect the right of Executive to participate or continue to participate in the Oakwood Employee Stock Ownership, Profit-Sharing and Savings Plan in accordance with its terms, the Company's group life insurance plan or any other employee or executive benefit plan or arrangement of the Company; nor shall anything in this Agreement affect Executive's eligibility to participate in any bonus, profit sharing, pension, insurance, incentive or other supplemental or special compensation plan or arrangement that may be adopted or established by the Company after the execution of this Agreement. Nothing in this Agreement shall affect the Company's right and discretion to decide whether the Executive shall participate in any such other plans or arrangements, whether now in effect or hereafter adopted. 6. Funding. (a) The Company's obligations under this Agreement shall be an unfunded and unsecured promise to pay. The Company shall not be obligated to fund its obligations under this Agreement, but may at its sole and exclusive option informally fund this Agreement in whole or in part. If the Company shall determine to informally fund this Agreement, the manner of such funding, and the continu- ance or discontinuance thereof, shall be the sole and exclusive decision of the Company. If such funding shall be accomplished by procuring, as owner, life insurance for its own benefit on the life of Executive, the form of such insurance and the amounts shall be the sole and exclusive decision of the Company. Executive hereby agrees to submit to medical examinations, supply such information, and execute such documents as may be required by the companies to whom the Company may have applied for such insurance. 6 (b) The rights of Executive, any designated beneficiary of Executive or any other person claiming through Executive under this Agreement shall be solely those of an unsecured general creditor of the Company. Such persons shall have only the right to receive from the Company those payments as specified under this Agreement. Executive agrees that he, his designated beneficiary or any other person claiming through him shall have no rights or interest in any asset of the Company, including any insurance policies or contracts that the Company may possess or obtain to informally fund this Agreement. Any asset used or acquired by the Company in connection with the liabilities that it has assumed under this Agreement shall not be deemed to be held under trust for the benefit of Executive or those persons claiming through Executive, nor shall it be considered security for the performance of the obligations of the Company. 7. Assignment of this Agreement or Benefits Hereunder. (a) Assignment by Company. The benefits hereunder with respect to the rights of the Company to the services and advice of Executive may be assigned by the Company to any other corporation acquiring all or substantially all of the assets of the Company or to any other corporation into or with which the Company may be merged or consolidated. The rights of the Company under this Agreement, as well as the obligations and liabilities of the Company hereunder, shall inure to and be binding upon any succes- sors in interest or transferee of the business or assets of the Company. (b) Assignment by Executive. Neither Executive, any designated beneficiary, his heirs, his estate, his administrators, or other personal representative, nor any other person claiming by, through or under him shall have any right to commute, encumber, mortgage, hypothecate, pledge, assign, give or dispose of the rights to receive any payment or payments hereunder, all of which payments and the right thereto are expressly declared to be nonassignable. 8. No Right to Continued Employment. This Agreement shall not confer upon Executive any right with respect to the continuance of employment by the Company, nor shall it interfere in any way with the right of the Company to terminate Executive's employment at any time, including termination due to disability. 9. Notices. For the purposes of this Agreement, notice and all other communications provided for herein shall be in writing and shall be deemed to have been duly given when delivered or mailed by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: 7 If to Executive: __________________________ __________________________ __________________________ If to Company: Oakwood Homes Corporation Post Office Box 7386 Greensboro, North Carolina 27417 Attention: Secretary 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. 10. Effect and Construction of This Agreement. Subject to Section 5 hereof, this Agreement represents the entire understanding and agreement between the Company and Executive with regard to the subject matter contained herein and supersedes any and all prior or contemporaneous oral or written agreements or understandings with respect to the subject matter herein. 11. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of North Carolina. 12. Miscellaneous. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by Executive and the Company. No waiver by either party of any breach of this Agreement shall be deemed a waiver of any prior or subsequent breach. No agreements or representations, oral or otherwise, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. 13. Severability. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. 14. Execution. This Agreement is hereby executed in duplicate originals, one of which is being retained by each of the parties hereto. 8 15. Arbitration; Fees. (a) Any disputes between the Company and the Executive concerning this Agreement will be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, by a panel of three arbitra- tors, one selected by the Executive, one selected by the Company and the other selected by the two so chosen. Judgment upon the arbitration award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The costs of the arbitration shall be borne by the Company. (b)In the event that the Executive receives an arbitration award pursuant to subsection (a) above, the Company shall, within thirty (30) days after the presentation of proper receipts or invoices therefor, reimburse the Executive the reasonable fees and disburse- ments of counsel incurred in connection with such arbitration or the collection of any amounts awarded the Executive pursuant thereto. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the day and year first above set forth. OAKWOOD HOMES CORPORATION By:_________________________________ Nicholas J. St. George, President [CORPORATE SEAL] ATTEST: _____________________________ Secretary ________________________[Seal] ________________________ 9 EX-10 10 EXHIBIT 10.8 EXHIBIT 10.8 SCHEDULE IDENTIFYING OMITTED EXECUTIVE RETIREMENT BENEFIT EMPLOYMENT AGREEMENTS WHICH ARE SUBSTANTIALLY IDENTICAL TO THE FORM OF RETIREMENT AGREEMENT IN EXHIBIT 10.7 AND PAYMENT SCHEDULES UNDER EXECUTIVE RETIREMENT BENEFIT EMPLOYMENT AGREEMENTS The Registrant entered into Executive Retirement Benefit Employment Agreements, which are identical in all material details with the form of Executive Retirement Benefit Employment Agreement in Exhibit 10.7, as of December 18, 1993 with the following employees of the Registrant: James D. Casterline Larry T. Gilmore C. Michael Kilbourne J. Michael Stidham Larry M. Walker The retirement benefit payment schedules to be paid under the Executive Retirement Benefit Employment Agreements to Messrs. Casterline, Gilmore, Kilbourne, Stidham and Walker are attached hereto as Appendices A, B, C, D and E, respectively. APPENDIX A SCHEDULE A RETIREMENT BENEFIT PAYMENT SCHEDULE JAMES D. CASTERLINE AGE ON THE LAST DAY OF THE MONTH IN WHICH RETIREMENT OCCURS MONTHLY BENEFIT 65 $9,124.19 64 $8,448.32 63 $7,822.52 62 $7,243.07 61 $6,706.55 60 $6,209.77 SCHEDULE B CHANGE OF CONTROL BENEFIT PAYMENT SCHEDULE JAMES D. CASTERLINE AGE ON DATE OF TERMINATION MONTHLY BENEFIT 54 $620.98 53 $1,241.95 52 $1,862.93 51 $2,483.91 50 $3,104.89 PRIOR TO 50 $6,209.77 SCHEDULE C DEATH BENEFIT PAYMENT SCHEDULE JAMES D. CASTERLINE DEATH DURING THE YEAR BEGINNING JANUARY 1 MONTHLY BENEFIT 2017 $9,124.19 2016 $8,773.26 2015 $8,435.82 2014 $8,111.37 2013 $7,799.39 2012 $7,499.42 2011 $7,210.98 2010 $6,933.63 2009 $6,666.95 2008 $6,410.53 2007 $6,163.97 2006 $5,926.90 2005 $5,698.94 2004 $5,479.75 2003 $5,268.99 2002 $5,066.34 2001 $4,871.48 2000 $4,684.11 1999 $4,503.96 1998 $4,330.73 1997 $4,164.16 1996 $4,004.00 1995 $3,850.00 1994 $3,701.92 SCHEDULE D TERMINATION WITHOUT CAUSE PAYMENT SCHEDULE JAMES D. CASTERLINE AGE ON DATE OF TERMINATION MONTHLY BENEFIT 65 $9,124.19 64 $8,448.32 63 $7,822.52 62 $7,243.07 61 $6,706.55 60 $6,209.77 59 $6,209.77 58 $6,209.77 57 $6,209.77 56 $6,209.77 55 $6,209.77 54 $5,588.79 53 $4,967.81 52 $4,346.84 51 $3,725.86 50 $3,104.88 SCHEDULE E APPROVED VOLUNTARY TERMINATION PAYMENT SCHEDULE JAMES D. CASTERLINE AGE ON DATE OF TERMINATION MONTHLY BENEFIT 59 $6,209.77 58 $6,209.77 57 $6,209.77 56 $6,209.77 55 $6,209.77 54 $5,588.79 53 $4,967.81 52 $4,346.84 51 $3,725.86 50 $3,104.88 APPENDIX B SCHEDULE A RETIREMENT BENEFIT PAYMENT SCHEDULE LARRY T. GILMORE AGE ON THE LAST DAY OF THE MONTH IN WHICH RETIREMENT OCCURS MONTHLY BENEFIT 65 $7,524.85 64 $6,967.46 63 $6,451.35 62 $5,973.47 61 $5,530.99 60 $5,121.29 SCHEDULE B CHANGE OF CONTROL BENEFIT PAYMENT SCHEDULE LARRY T. GILMORE AGE ON DATE OF TERMINATION MONTHLY BENEFIT 54 $512.13 53 $1,024.26 52 $1,536.39 SCHEDULE C DEATH BENEFIT PAYMENT SCHEDULE LARRY T. GILMORE DEATH DURING THE YEAR BEGINNING JANUARY 1 MONTHLY BENEFIT 2007 $7,524.85 2006 $7,235.43 2005 $6,957.15 2004 $6,689.57 2003 $6,432.27 2002 $6,184.88 2001 $5,947.00 2000 $5,718.27 1999 $5,498.34 1998 $5,286.86 1997 $5,083.52 1996 $4,888.00 1995 $4,700.00 1994 $4,519.23 SCHEDULE D TERMINATION WITHOUT CAUSE PAYMENT SCHEDULE LARRY T. GILMORE AGE ON DATE OF TERMINATION MONTHLY BENEFIT 65 $7,524.85 64 $6,967.46 63 $6,451.35 62 $5,973.47 61 $5,530.99 60 $5,121.29 59 $5,121.29 58 $5,121.29 57 $5,121.29 56 $5,121.29 55 $5,121.29 54 $4,609.16 53 $4,097.03 52 $3,584.90 SCHEDULE E APPROVED VOLUNTARY TERMINATION PAYMENT SCHEDULE LARRY T. GILMORE AGE ON DATE OF TERMINATION MONTHLY BENEFIT 59 $5,121.29 58 $5,121.29 57 $5,121.29 56 $5,121.29 55 $5,121.29 54 $4,609.16 53 $4,097.03 52 $3,584.90 APPENDIX C SCHEDULE A RETIREMENT BENEFIT PAYMENT SCHEDULE C. MICHAEL KILBOURNE AGE ON THE LAST DAY OF THE MONTH IN WHICH RETIREMENT OCCURS MONTHLY BENEFIT 65 $12,533.22 64 $11,604.84 63 $10,745.22 62 $9,949.28 61 $9,212.29 60 $8,529.90 SCHEDULE B CHANGE OF CONTROL BENEFIT PAYMENT SCHEDULE C. MICHAEL KILBOURNE AGE ON DATE OF TERMINATION MONTHLY BENEFIT 54 $852.99 53 $1,705.98 52 $2,558.97 51 $3,411.96 50 $4,264.95 PRIOR TO 50 $8,529.90 SCHEDULE C DEATH BENEFIT PAYMENT SCHEDULE C. MICHAEL KILBOURNE DEATH DURING THE YEAR BEGINNING JANUARY 1 MONTHLY BENEFIT 2016 $12,533.22 2015 $12,051.18 2014 $11,587.67 2013 $11,141.99 2012 $10,713.45 2011 $10,301.40 2010 $9,905.19 2009 $9,524.22 2008 $9,157.90 2007 $8,805.68 2006 $8,467.00 2005 $8,141.34 2004 $7,828.21 2003 $7,527.13 2002 $7,237.62 2001 $6,959.25 2000 $6,691.59 1999 $6,434.22 1998 $6,186.75 1997 $5,948.80 1996 $5,720.00 1995 $5,500.00 1994 $5,288.46 SCHEDULE D TERMINATION WITHOUT CAUSE PAYMENT SCHEDULE C. MICHAEL KILBOURNE AGE ON DATE OF TERMINATION MONTHLY BENEFIT 65 $12,533.22 64 $11,604.84 63 $10,745.22 62 $9,949.28 61 $9,212.29 60 $8,529.90 59 $8,529.90 58 $8,529.90 57 $8,529.90 56 $8,529.90 55 $8,529.90 54 $7,676.91 53 $6,823.92 52 $5,970.93 51 $5,117.94 50 $4,264.95 SCHEDULE E APPROVED VOLUNTARY TERMINATION PAYMENT SCHEDULE C. MICHAEL KILBOURNE AGE ON DATE OF TERMINATION MONTHLY BENEFIT 59 $8,529.90 58 $8,529.90 57 $8,529.90 56 $8,529.90 55 $8,529.90 54 $7,676.91 53 $6,823.92 52 $5,970.93 51 $5,117.94 50 $4,264.95 APPENDIX D SCHEDULE A RETIREMENT BENEFIT PAYMENT SCHEDULE MICHAEL STIDHAM AGE ON THE LAST DAY OF THE MONTH IN WHICH RETIREMENT OCCURS MONTHLY BENEFIT 65 $12,688.36 64 $11,748.48 63 $10,878.22 62 $10,072.43 61 $9,326.32 60 $8,635.48 SCHEDULE B CHANGE OF CONTROL BENEFIT PAYMENT SCHEDULE MICHAEL STIDHAM AGE ON DATE OF TERMINATION MONTHLY BENEFIT 54 $863.55 53 $1,727.10 52 $2,590.64 51 $3,454.19 50 $4,317.74 PRIOR TO 50 $8,635.48 SCHEDULE C DEATH BENEFIT PAYMENT SCHEDULE MICHAEL STIDHAM DEATH DURING THE YEAR BEGINNING JANUARY 1 MONTHLY BENEFIT 2019 $12,688.36 2018 $12,200.34 2017 $11,731.10 2016 $11,279.90 2015 $10,846.06 2014 $10,428.90 2013 $10,027.79 2012 $9,642.11 2011 $9,271.26 2010 $8,914.67 2009 $8,571.80 2008 $8,242.11 2007 $7,925.11 2006 $7,620.30 2005 $7,327.21 2004 $7,045.39 2003 $6,774.42 2002 $6,513.86 2001 $6,263.33 2000 $6,022.43 1999 $5,790.80 1998 $5,568.08 1997 $5,353.92 1996 $5,148.00 1995 $4,950.00 1994 $4,759.62 SCHEDULE D TERMINATION WITHOUT CAUSE PAYMENT SCHEDULE MICHAEL STIDHAM AGE ON DATE OF TERMINATION MONTHLY BENEFIT 65 $12,688.36 64 $11,748.48 63 $10,878.22 62 $10,072.43 61 $9,326.32 60 $8,635.48 59 $8,635.48 58 $8,635.48 57 $8,635.48 56 $8,635.48 55 $8,635.48 54 $7,771.93 53 $6,908.39 52 $6,044.84 51 $5,181.29 50 $4,317.74 SCHEDULE E APPROVED VOLUNTARY TERMINATION PAYMENT SCHEDULE MICHAEL STIDHAM AGE ON DATE OF TERMINATION MONTHLY BENEFIT 59 $8,635.48 58 $8,635.48 57 $8,635.48 56 $8,635.48 55 $8,635.48 54 $7,771.93 53 $6,908.39 52 $6,044.84 51 $5,181.29 50 $4,317.74 APPENDIX E SCHEDULE A RETIREMENT BENEFIT PAYMENT SCHEDULE LARRY M. WALKER AGE ON THE LAST DAY OF THE MONTH IN WHICH RETIREMENT OCCURS MONTHLY BENEFIT 65 $11,505.75 64 $10,653.47 63 $9,864.33 62 $9,133.63 61 $8,457.07 60 $7,830.62 SCHEDULE B CHANGE OF CONTROL BENEFIT PAYMENT SCHEDULE LARRY M. WALKER AGE ON DATE OF TERMINATION MONTHLY BENEFIT 54 $783.06 53 $1,566.12 52 $2,349.19 51 $3,132.25 50 $3,915.31 PRIOR TO 50 $7,830.62 SCHEDULE C DEATH BENEFIT PAYMENT SCHEDULE LARRY M. WALKER DEATH DURING THE YEAR BEGINNING JANUARY 1 MONTHLY BENEFIT 2021 $11,505.75 2020 $11,063.22 2019 $10,637.71 2018 $10,228.57 2017 $9,835.16 2016 $9,456.89 2015 $9,093.16 2014 $8,743.42 2013 $8,407.14 2012 $8,083.79 2011 $7,772.87 2010 $7,473.92 2009 $7,186.46 2008 $6,910.06 2007 $6,644.28 2006 $6,388.73 2005 $6,143.01 2004 $5,906.74 2003 $5,679.56 2002 $5,461.12 2001 $5,251.07 2000 $5,049.11 1999 $4,854.91 1998 $4,668.19 1997 $4,488.64 1996 $4,316.00 1995 $4,150.00 1994 $3,990.38 SCHEDULE D TERMINATION WITHOUT CAUSE PAYMENT SCHEDULE LARRY M. WALKER AGE ON DATE OF TERMINATION MONTHLY BENEFIT 65 $11,505.75 64 $10,653.47 63 $9,864.33 62 $9,133.63 61 $8,457.07 60 $7,830.62 59 $7,830.62 58 $7,830.62 57 $7,830.62 56 $7,830.62 55 $7,830.62 54 $7,047.56 53 $6,264.50 52 $5,481.43 51 $4,698.37 50 $3,915.31 SCHEDULE E APPROVED VOLUNTARY TERMINATION PAYMENT SCHEDULE LARRY M. WALKER AGE ON DATE OF TERMINATION MONTHLY BENEFIT 59 $7,830.62 58 $7,830.62 57 $7,830.62 56 $7,830.62 55 $7,830.62 54 $7,047.56 53 $6,264.50 52 $5,481.43 51 $4,698.37 50 $3,915.31 EX-11 11 EXHIBIT 11 EXHIBIT 11 OAKWOOD HOMES CORPORATION CALCULATION OF FULLY DILUTED EARNINGS PER SHARE (IN THOUSANDS, EXCEPT PER SHARE DATA) Three months ended December 31, 1993 1992 Net Income $6,314 $3,693 Add : Reduction in interest on debt assumed converted, net of tax 0 236 Adjusted net income $6,314 $3,929 Fully diluted net income per common share $ .30 $ .21 Weighted average common shares outstanding, including common stock equivalents and assumed conversion of debentures 21,403 18,311 ( ) -----END PRIVACY-ENHANCED MESSAGE-----