CHANGE IN CONTROL, TIER 1
 
THIS CHANGE IN CONTROL AGREEMENT ("Agreement") is entered into
effective     , 2000, by and between Coachmen Industries, Inc. (the
"Company") and      (the "Executive"). Terms with initial capitalization that
are not otherwise defined in this Agreement shall have the meanings set forth
in Schedule A hereto.
   In consideration of the mutual promises and agreements herein contained,
and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, both parties intending to be legally bound
hereby, the Company and Executive hereby agree as follows:
 
1.  Term of Agreement.  This Agreement shall terminate, except to the
extent that any obligation of the Company hereunder remains unpaid as of such
time, upon the first to occur of (a) the termination of Executive's
employment with the Company or (b) the third anniversary of the date of a
Change in Control of the Company if Executive is employed by the Company upon
such third anniversary.
 
2.  Severance Benefits Upon Termination Following Change in Control.
(a) If a Change in Control of the Company shall have occurred while
Executive is still an employee of the Company, and Executive's employment
with the Company is terminated during the three (3) year period following the
date of such Change in Control by reason of a termination (1) by the Company
without Cause, or (2) by Executive with Good Reason, Executive shall be
entitled to the following severance benefits:
(i)    Within five (5) business days after the date of Executive's
termination, the Company shall make a lump sum payment to Executive in an
amount equal to the sum of (A) his accrued but unpaid annual base salary
through the date of termination at the greater of the rate in effect at the
time the Change in Control occurred or the rate in effect when the notice of
termination was given, (B) an amount equal to 100% of Executive's Target
Annual Bonus multiplied by a fraction, the numerator of which is the number
of days in the fiscal year of the Company to which such Target Annual Bonus
relates during which Executive was employed by the Company, and the
denominator of which is 365, and (C) an amount equal to Executive's
supplemental benefit compensation accrued but unpaid through the date of
termination.
(ii)   Within thirty (30) days after the date of Executive's
termination, the Company shall make a lump sum payment to Executive in an
amount equal to three (3) times the sum of (A) Executive's annual base salary
at the greater of the rate in effect at the time the Change in Control
occurred or the rate in effect when the notice of termination was given, plus
(b)Executive's Target Annual Bonus.
(iii) Within thirty (30) days after the date of a Change in Control,
the Company shall amend the Coachmen Industries, Inc. Retirement Plan & Trust
(the "401(k) Plan) to provide for full vesting of the Executive's account,
effective as of the date of the Change in Control; and, to provide for a
special matching contribution to be made on behalf of the Executive equal to
three (3) times the annual match that would be made for the Executive at the
rate Executive was deferring income into the 401(k) plan as of the date of
the Change in Control as if Executive had completed a full year of such
deferrals, but in any event not to exceed the amount that would satisfy the
401(k) Plan's actual contribution percentage nondiscrimination testing under
Section 401(m) of the Internal Revenue Code.
(iv)   Any outstanding options to purchase stock of the Company held by
Executive as of the date of termination shall immediately vest and become
exercisable in full.
(v)    The restrictions on any shares of restricted stock held by Executive
which have not yet terminated will terminate immediately.
(vi)   Until the earlier of the third anniversary of the date of termination
or the date on which Executive becomes employed by a new employer, the
Company shall pay the reasonable costs of an outplacement service selected by
Executive and approved by the Company.
(vii)  Until the earlier of the third anniversary of the date of termination
or the date on which Executive becomes employed by a new employer, the
Company shall, at its expense, provide Executive and Executive's family
members with medical, dental, life insurance, disability and accidental death
and dismemberment benefits at the highest level provided to Executive and
Executive's family members during the period beginning immediately prior to
the Change of Control and ending on the date of termination, provided,
however, that if Executive becomes employed by a new employer which maintains
a major medical plan that either (i) does not cover Executive and Executive's
family members with respect to a pre-existing condition which was covered
under the Company's major medical plan, or (ii) does not cover Executive and
Executive's family members for a designated waiting period, Executive's
coverage under the Company's major medical plan shall continue (but shall be
limited in the event of noncoverage due to a preexisting condition, to the
preexisting condition itself) until the earlier of the end of the applicable
period of noncoverage under the new employer's plan or the third anniversary
of the date of termination.
(viii) The Company shall pay any amounts previously deferred by Executive
pursuant to any deferred compensation plan or arrangement maintained by the
Company.
(b) The payments provided for under this Section 2 shall be in addition to
any non-severance compensation and benefits provided for under any of the
Company's employee benefit plans, policies and practices or under the terms
of any other contracts, but in lieu of any severance pay under any Company
employee benefit plan, policy and practice or under the terms of any other
contract including any employment contract.
 
3.  Termination for Cause, Disability, and without Good Reason.  No
compensation shall be payable under this Agreement in the event Executive's
employment with the Company is terminated by reason of (1) a termination by
the Company for Cause or for Disability, or (2) a termination by Executive
without Good Reason. For purposes of this Agreement:
(a)  Disability.  The Company may terminate Executive's employment for
"Disability" if, due to physical or mental illness or incapacity, Executive
shall not have performed his duties with the Company on a substantially
full-time basis for (i) six (6) consecutive months, or (ii) for a total of
180 days in any given period of twelve consecutive months, but only if
Executive shall not have returned to the full-time performance of his duties
with the Company during the thirty (30) day period following the delivery by
the Company of a written notice of termination for Disability.
(b)  Cause. The Company may terminate Executive's employment for any reason
whatsoever at any time during the term of this Agreement, with or without
Cause.  Any purported termination of employment by the Company for Cause
shall be communicated by a written notice of termination to Executive setting
forth in reasonable detail all of the facts and circumstances claimed to
provide a basis for such termination. If Executive disputes the existence of
Cause for any such termination, such termination shall not be considered
effective and Executive's rights under this Agreement (excluding his right to
terminate with Good Reason under Section 3(c) hereof) shall continue until
such dispute is finally determined, whether by mutual agreement by the
parties or upon final judgment, order or decree of a court of competent
jurisdiction (the time for appeal therefrom having expired and no appeal
having been perfected).
(c)  Good Reason.  Executive may terminate his employment at any time during
the term of this Agreement, with or without a Good Reason; provided however
that Executive may not terminate this Agreement for Good Reason during any
period in which Executive is contesting a termination of Executive's
employment by the Company for Cause.  Executive's continued employment after
the expiration of 60 days from any action that would otherwise constitute
Good Reason shall constitute a waiver of rights with respect to such action
constituting Good Reason under this Agreement.
 
4.  No Obligation To Seek Further Employment; Confidential Information.
(a)  Executive shall not be required to seek other employment, nor shall the
amount of any payment provided for under this Agreement be reduced by any
compensation earned by Executive as the result of employment by another
employer after the date of termination, or otherwise. The Company's
obligations hereunder also shall not be affected by any set-off,
counterclaim, recoupment, defense or other claim, right or action which the
Company may have against Executive. Payments to Executive pursuant to this
Agreement shall constitute the entire obligation of the Company for severance
pay and full settlement of any claim for severance pay under law or in equity
that Executive might otherwise assert against the Company or any of its
employees, officers or directors on account of Executive's termination.  In
consideration for the protection and benefits provided for under this
Agreement, Executive hereby agrees to execute a release, substantially in the
form of Exhibit B hereto, of any claims for severance pay under law or in
equity that Executive might otherwise assert as described in the preceding
sentence.
(b)  Following the date of termination, Executive shall not disclose to any
person, or use to the significant disadvantage of the Company or any of its
affiliates, any Confidential Information; provided that nothing contained in
this Section 4(b) shall prevent Executive from being employed by a competitor
of the Company or utilizing Executive's general skills, experience, and
knowledge, including those developed while employed by the Company.
(c)  If a Change in Control of the Company shall have occurred while
Executive is still an employee of the Company, and Executive's employment
with the Company is terminated during the three (3) year period following the
date of such Change in Control by reason of a termination (1) by the Company
without Cause, or (2) by Executive with Good Reason, Executive shall thereby
be automatically released without the need of providing notice: from any
other agreement between Executive and the Company entered into before the
effective date of this Agreement that imposes any post-employment non-
competition or non-solicitation obligations on the Executive; and, from any
confidentiality obligations different from the foregoing Section 4(b);
including the Business Protection Agreement, and any Confidentiality
Agreement or Confidentiality, Conflict of Interest and Invention Agreement
between the Company and Executive.
 
5.  Successors.  The Company will require any successor or assign (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all
or substantially all of the business and/or assets of the Company, to assume
and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such succession or
assignment had taken place.  As used in this Agreement, "Company" shall mean
the Company as hereinbefore defined and any successor or assign to its
business and/or assets as aforesaid which executes and delivers the agreement
provided for in this Section 5 or which otherwise becomes bound by all the
terms and provisions of this Agreement by operation of law, or otherwise.
This Agreement shall inure to the benefit of and be enforceable by
Executive's personal and legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.  If Executive should
die while any amounts are still payable to him hereunder, all such amounts,
unless otherwise provided herein, shall be paid in accordance with the terms
of this Agreement to Executive's estate.
 
6.  Excise Taxes.
(a)  In the event it shall be determined that any payment, distribution or
benefit of any type by the Company to or for the benefit of the Executive,
whether paid or payable or distributed or distributable pursuant to the terms
of this Agreement or otherwise by reason of a Change of Control of the
Company or termination of his employment with the Company (collectively, the
"Payments") would be subject to the excise tax imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended ("Code") or any successor
provision, or any interest or penalties are incurred by Executive with
respect to such excise tax (such excise tax, together with any such interest
and penalties, hereinafter collectively referred to as the "Excise Tax"), the
Company shall pay Executive, at least 30 business days prior to the time
payment of any such Excise Tax is due, an additional amount  (the "Gross-Up
Payment") such that the net amount retained by Executive, after deduction of
any Excise Tax and any federal and state and local taxes imposed on the
Gross-Up Payment, shall be equal to the Excise Tax imposed on the Payments.
(b)  For purposes of determining whether any of the Payments will be subject
to the Excise Tax and the amount of such Excise Tax, (1) the Payments shall
be treated as "parachute payments" within the meaning of Section 280G(b)(2)
of the Code, and all "excess parachute payments" within the meaning of
Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax,
unless in the opinion of tax counsel selected by the  independent accounting
firm retained by the Company on the date of Change in Control (the
"Accounting Firm"), and acceptable to Executive the Payments (in whole or in
part) do not constitute parachute payments or excess parachute payments or
are otherwise not subject to the Excise Tax, (2) the amount of the Payments
which shall be treated as subject to the Excise Tax shall be equal to the
amount of "excess parachute payments" within the meaning of Section
280G(b)(1) (after applying clause (1) above), and (3) the value of any
non-cash benefits or any deferred payment or benefit shall be determined by the
Accounting Firm in accordance with the principles of Section 280G(d)(3) and
(4) of the Code.  For purposes of determining the amount of the Gross-Up
Payment, Executive shall be deemed to pay federal income taxes at the highest
marginal rate of federal income taxation in the calendar year in which the
Gross-Up Payment is to be made and state and local income taxes at the
highest marginal rate of taxation in the state and locality of Executive's
residence on the date of termination, net of the maximum reduction in federal
income taxes which could be obtained from deduction of such state and local
taxes.
(c)  Determination By Accountant.  All determinations required to be made
under this Section 6, other than those made by tax counsel pursuant to
Section 6(b) hereof, including whether a Gross-Up Payment is required and the
amount of such Gross-Up Payment, shall be made at Company's expense by the
Accounting Firm, which shall provide detailed supporting calculations both to
the Company and Executive within fifteen (15) business days of the
Termination Date, if applicable, or such earlier time as is requested by the
Company.  If the Accounting Firm determines that no Excise Tax is payable by
Executive, it shall furnish Executive with an opinion that he has substantial
authority not to report any Excise Tax on his federal income tax return.  Any
determination by the Accounting Firm shall be binding upon the Company and
Executive.  As a result of the uncertainty in the application of Section 4999
of the Code at the time of the initial determination by the Accounting Firm
hereunder, it is possible that Gross-Up Payments which will not have been
made by the Company should have been made ("Underpayment"), consistent with
the calculations required to be made hereunder.  In the event that the
Company exhausts its remedies pursuant to Section 6(d) hereof and Executive
thereafter is required to make a payment of any Excise Tax, the Accounting
Firm shall determine the amount of the Underpayment that has occurred and any
such Underpayment shall be promptly paid by the Company to or for the benefit
of Executive.
(d)  Notification Required. Executive shall notify the Company in writing of
any audit or review by the Internal Revenue Service of Executive's federal
income tax return for the year in which a payment under this Agreement is
made, within ten business (10) days of Executive's receipt of notification of
such audit or review.  In addition, Executive shall also notify the Company
in writing of the final resolution of such audit or review within ten
business (10) days of such resolution. Executive shall not pay any claim that
would require payment by the Company of the Gross-Up Payment prior to the
expiration of the thirty (30) day period following the the date on which
Executive gives notice to the Company of such final resolution (or such
shorter period ending on the date that any payment of taxes with respect to
such claim is due).  If the Company notifies Executive in writing prior to
the expiration of such period that it desires to contest such claim,
Executive shall
(i)    give the Company any information reasonably requested by the Company
relating to such claim,
(ii)   take such action in connection with contesting such claim as the
Company shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such claim
by an attorney reasonably selected by the Company,
(iii)  cooperate with the Company in good faith in order to effectively
contest such claim,
(iv)   permit the Company to participate in any proceedings relating to such
claim, provided, however, that the Company shall bear and pay directly all
costs and expenses (including additional interest and penalties) incurred in
connection with such contest and shall indemnify and hold Executive harmless,
on an after-tax basis, for any Excise Tax or income tax, including interest
and penalties with respect thereto, imposed as a result of such
representation and payment of costs and expenses.  Without limitation on the
foregoing provisions of this Section 6(d), the Company shall control all
proceedings taken in connection with such contest and, at its sole option,
may pursue or forgo any and all administrative appeals, proceedings, hearings
and conferences with the taxing authority in respect of such claim and may,
at its sole option, either direct Executive to pay the tax claimed and sue
for a refund, or contest the claim in any permissible manner, and Executive
agrees to prosecute such contest to a determination before any administrative
tribunal, in a court of initial jurisdiction and in one or more appellate
courts, as the Company shall determine; provided, however, that if the
Company directs Executive to pay such claim and sue for refund, the Company
shall advance the amount of such payment to Executive, on an interest-free
basis and shall indemnify and hold Executive harmless, on an after-tax basis,
from any Excise Tax or income tax, including interest or penalties with
respect thereto, imposed with respect to such advance or with respect to any
imputed income with respect to such advance; and further provided that any
extension of the statute of limitations relating to payment of taxes for the
taxable year of Executive with respect to which such contested amount is
claimed to be due is limited solely to such contested amount.  Furthermore,
the Company's control of the contest shall be limited to issues with respect
to which a Gross-Up Payment would be payable hereunder and Executive shall be
entitled to settle or contest, as the case may be, any other issue raised by
the Internal Revenue Service or any other taxing authority.
e.  Repayment.  If Executive becomes entitled to receive any refund with
respect to any payment or advance made pursuant to this Section 6, Executive
shall promptly pay to the Company the amount of such refund (together with
any interest paid or credited thereon after taxes applicable thereto).  If,
after the receipt by Executive of an amount advanced by the Company pursuant
to Section 6(d), a determination is made that Executive shall not be entitled
to any refund with respect to such claim and the Company does not notify
Executive in writing of its intent to contest such denial of refund prior to
the expiration of thirty (30) days after such determination, then such
advance shall be forgiven and shall not be required to be repaid and the
amount of such advance shall offset, to the extent thereof, the amount of
Gross-Up Payment required to be paid.
 
7.  Miscellaneous.
(a)  Amendments, Waivers.  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.  Except as otherwise
provided in Section 3(c) hereof, no waiver by either party hereto at any time
of any breach by the other party hereto of, or compliance with, any condition
or provision of this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same
or at any prior or subsequent time.
(b)  Validity.  The invalidity or unenforceability of any provision 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.
(c)  Confidentiality.  Executive agrees that unless Executive is otherwise
required by law to disclose this Agreement, Executive will keep the existence
and terms of this Agreement completely confidential, and will not discuss the
terms, amount, or existence of this Agreement with anyone other than
Executive's spouse, attorneys or tax advisors, provided that these
individuals also keep the existence, terms, and amount of this Agreement
completely confidential.
(d)  Fees and Expenses.  Company shall pay all reasonable legal fees and
related expenses (including the reasonable costs of experts, evidence and
counsel), when and as incurred by Executive, as a result of contesting or
disputing any termination of employment of Executive following a Change in
Control, or enforcing the terms of this Agreement whether or not such contest
or dispute is resolved in Executive's favor but only if Executive was seeking
in good faith to obtain or enforce any right or benefit provided by this
Agreement or by any other plan or arrangement maintained by the Company under
which Executive is or may be entitled to receive benefits.
(e)  Survival of Obligations.  The obligations of Company under Sections 2
and 6 hereof shall survive the expiration of the term of this Agreement.
(f)  Governing Law.   The laws of Indiana shall be controlling in all matters
relating to this Agreement.
(g)  Entire Agreement.  This Agreement constitutes the entire agreement
between the parties hereto and supersedes all prior agreements,
understandings and arrangements, oral or written, between the parties hereto
with respect to the subject matter hereof. No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter
hereof have been made by either party which are not set forth expressly in
this Agreement and this Agreement shall supersede any and all prior
agreements, understandings or negotiations with respect to the subject matter
hereof.
(h)  Non-Exclusivity of Rights. Except as explicitly modified by Section (b)
of this Agreement, nothing in this Agreement shall prevent or limit
Executive's continuing or future participation in any benefit, bonus,
incentive or other plan or program provided by Company and for which
Executive may qualify, nor shall anything herein limit or reduce such rights
as Executive may have under any other agreements with Company.  Amounts which
are vested benefits or which Executive is otherwise entitled to receive under
any plan or program of Company shall be payable in accordance with such plan
or program.
(i) Employment. This Agreement applies, and is in full force and effect,
and is Fully enforceable against and binding upon Company, whether Executive
is employed by Company, or by any corporation, limited liability company,
or other legal entity owned or controlled by Company (the "Subsidiaries").
Prior to a Change in Control, Executive may be transferred by Company to
any one of its Subsidiaries, or may be deemed to be a loaned, shared or
joint employee of one or more of Company's Subsidiaries, and such transfer,
loan, sharing or joint employment occurring will not be or be deemed to be
a termination of this Agreement. Transfer subsequent to a Change in Control
without the prior written consent of Executive shall allow the Executive to
terminate his employment with Good Reason.
 
                                  EXHIBIT A
                                 DEFINITIONS
 
      "Cause" shall mean Executive's:
 
(i) (i)   fraud, misappropriation, embezzlement or other willful and knowing
act of material misconduct against the Company or any of its affiliates;
 
(ii)  substantial and willful failure to render services in accordance with
the terms of Executive's employment, provided that (A) a demand for
performance of services has been delivered to the Executive by the Board of
Directors of the Company at least 30 days prior to termination identifying
the manner in which such Board of Directors believes that the Executive has
failed to perform and (B) the Executive has thereafter failed to remedy such
failure to perform within thirty (30) days after delivery of such demand for
performance;
 
(iii) willful and knowing violation of any rules or regulations of any
governmental or regulatory body material to the business of the Company; or
 
(iv)   conviction of or plea of nolo contendere to a felony.
 
      "Change in Control" of the Company shall mean the occurrence of any of
the following:
 
(i)   any "person" (as that term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, but excluding the Company, its affiliates,
any qualified or non-qualified plan maintained by the Company or its affiliates,
and any Passive Investor) becomes the "beneficial owner" (as defined in Rule
13d-3 promulgated under such Act), directly or indirectly, of securities of the
Company representing more than 20% of the combined voting power of the Company's
then outstanding securities;
(ii)  during a period of 24 months, a majority of the Board of Directors of the
Company ceases to consist of the existing membership or successors nominated by
the existing membership or their similar successors;
(iii)  shareholder approval of a merger or consolidation of the Company with any
other corporation, other than a merger or consolidation which would result in
the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than sixty percent (60%)
of the combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation; or
(iv)  shareholder approval of either (A) a complete liquidation or dissolution
of the Company or (B) a sale or other disposition of all or substantially all of
the assets of the Company, or a transaction having a similar effect.
For these purposes, "Passive Investor" shall mean any person who becomes a
beneficial owner of 20% or more of the combined voting power of the Company's
then outstanding securities solely because (A) of a change in the aggregate
number of voting shares outstanding since the last date on which the person
acquired beneficial ownership of any voting shares, or (B) (I) the person
acquired beneficial ownership of the shares based on calculations correctly
performed and using the Company's most current reports publicly on file with
the Securities and Exchange Commission which indicated that acquisition of the
shares would not cause the persons to become the beneficial owner of 20% or more
of the voting shares then outstanding, and (II) the person had no notice or
reason to believe that acquisition of the shares would result in the person
becoming the beneficial owner of 20% or more of the voting shares then
outstanding, and (III) the person sells a number of shares that reduced the
person's beneficial ownership of the voting shares to less than 20% of the
voting shares outstanding within ten (10) business days after receiving
notice from the Company that the 20% threshold had been exceeded.
      "Confidential Information"  means any non-public information relating
to the business plans, marketing plans, customers or employees of the Company
or any of its subsidiaries or affiliates other than information the
disclosure of which cannot reasonably be expected to adversely affect the
business of the Company or its subsidiaries or affiliates.
 
      "Good Reason" shall mean any of the following which occurs subsequent
to a Change in Control of the Company without Executive's prior consent:
 
(i)   any adverse change or reduction in Executive's authorities,
duties, or responsibilities (including reporting responsibilities); the
assignment to Executive of any duties or work responsibilities which are
inconsistent with such authorities or responsibilities; or any removal of
Executive from, or failure to reappoint or reelect him to any office;
 
(ii)  a reduction in or failure to pay any portion of Executive's
Annual Base Salary or annual bonus (except for failure to meet reasonable
conditions for receipt of the bonus) as in effect on the date of the Change
in Control or as the same may be increased from time to time thereafter;
 
(iii) the failure by Company to provide Executive with compensation and
benefits (including, without limitation, incentive, bonus and other
compensation plans and any vacation, medical, hospitalization, life
insurance, dental or disability benefit plan), or cash compensation in lieu
thereof, which are, in the aggregate, no less favorable than those provided
by Company to Executive immediately prior to the occurrence of the Change in
Control, other than an isolated, immaterial, and inadvertent failure not
taken in bad faith and which are remedied by the Company promptly after
receipt of a reasonable written notice thereof given by Executive;
 
(iv)  any material breach by Company of any provision of this Agreement;
 
(v)   Executive being required to relocate to a principal place of employment
more than fifty (50) miles from his current place of employment; or
 
(vi)  the failure of Company to obtain a satisfactory agreement from any
successor or assign of Company to assume and agree to perform this Agreement,
as required in Section 5 hereof; or
 
"Target Annual Bonus" shall mean the bonus Executive could have earned under
the Company's bonus program for senior management for the fiscal year of the
Company in which his date of termination occurs. For the fiscal and calendar
year 2001, and for subsequent years so long as the variously called "Annual
Bonus Incentive Plan for Management" or "Executive Annual Performance
Incentive Plan"  (the "Plan") approved by the Board of Directors of the
Company at its October, 2000 Board Meeting is in effect before a Change in
Control, the "Target Annual Bonus" as used in this Agreement is: the "Target
Bonus Level" under the Plan, which is the Bonus to be awarded the Executive
as if 100% of the Performance Metrics (as defined in the Plan) targets set
for the Executive were achieved; plus such additional amount, if any, as the
Compensation Committee of the Board of Directors in its discretion shall
award based on the circumstances as of the Change in Control; provided that
the total of the Target Bonus Level and such additional amount shall not
exceed the Ultimate, or maximum Bonus, that could be earned by the Executive
under the Plan if the Performance Metrics targets were exceeded by 140%.