<SEC-DOCUMENT>0001193125-15-241390.txt : 20150630
<SEC-HEADER>0001193125-15-241390.hdr.sgml : 20150630
<ACCEPTANCE-DATETIME>20150630170052
ACCESSION NUMBER:		0001193125-15-241390
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20150625
ITEM INFORMATION:		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20150630
DATE AS OF CHANGE:		20150630

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SKYLINE CORP
		CENTRAL INDEX KEY:			0000090896
		STANDARD INDUSTRIAL CLASSIFICATION:	MOBILE HOMES [2451]
		IRS NUMBER:				351038277
		STATE OF INCORPORATION:			IN
		FISCAL YEAR END:			0531

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-04714
		FILM NUMBER:		15961970

	BUSINESS ADDRESS:	
		STREET 1:		2520 BY-PASS RD
		STREET 2:		P O BOX 743
		CITY:			ELKHART
		STATE:			IN
		ZIP:			46515
		BUSINESS PHONE:		5742946521

	MAIL ADDRESS:	
		STREET 1:		P O BOX 743
		CITY:			ELKHART
		STATE:			IN
		ZIP:			46515
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d53548d8k.htm
<DESCRIPTION>FORM 8-K
<TEXT>
<HTML><HEAD>
<TITLE>Form 8-K</TITLE>
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 <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>UNITED STATES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES AND EXCHANGE COMMISSION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Washington, D.C. 20549 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>FORM 8-K
</B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>CURRENT REPORT </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Pursuant
to Section&nbsp;13 or 15 (d)</B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>of the Securities Exchange Act of 1934 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Date of Report (Date of earliest event reported): June&nbsp;25, 2015 </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:24pt; font-family:Times New Roman" ALIGN="center"><B>SKYLINE CORPORATION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Exact name of registrant as specified in its charter) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top" ALIGN="center"><B>Indiana</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>1-4714</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>35-1038277</B></TD></TR>
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<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(State or other jurisdiction</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>of incorporation)</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Commission</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>File Number)</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(IRS Employer</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Identification No.)</B></P></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>P. O. Box 743, 2520 By-Pass Road Elkhart, IN 46515 </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Address of principal executive offices) (Zip Code) </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(574) 294-6521 </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Registrant&#146;s telephone number, including area code) </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c)) </TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>

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<TD WIDTH="10%" VALIGN="top" ALIGN="left"><U>Item&nbsp;5.02</U></TD>
<TD ALIGN="left" VALIGN="top"><U>Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. </U></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>President and Chief Executive Officer Transition </I></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">On
June&nbsp;25, 2015, Skyline Corporation (&#147;Skyline&#148; or the &#147;Company&#148;) announced the departure of Bruce G. Page as the President and Chief Executive Officer and as a director of Skyline, each effective as of that same date.
Mr.&nbsp;Page has served as President and Chief Executive Officer of Skyline since September 2012, and he has been employed by Skyline since 1969. During his time with Skyline, Mr.&nbsp;Page has served as Director of Operations, Vice President
&#150; Operations, and Vice President &#150; Chief Operating Officer. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Also on June&nbsp;25, 2015, Skyline&#146;s Board of Directors (the
&#147;Board&#148;) appointed Richard Florea as Skyline&#146;s new Chief Executive Officer, effective as of July&nbsp;27, 2015. The Board also elected Mr.&nbsp;Florea as a director of Skyline, effective as of June&nbsp;25, 2015. Mr.&nbsp;Florea, who
is 52 years of age, has been serving as President and Chief Operating Officer for Truck Accessories Group, LLC, a producer of fiberglass caps and tonneaus for light and <FONT STYLE="white-space:nowrap">mid-sized</FONT> trucks. From 1998 through
2009, he was President and Chief Operating Officer of Dutchmen Manufacturing, Inc., a maker of travel trailers. Mr.&nbsp;Florea was a division sales manager for Skyline from 1994 to 1998. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">On June&nbsp;25, 2015, Skyline issued a press release announcing the departure of Mr.&nbsp;Page and the appointment of Mr.&nbsp;Florea as President and Chief
Executive Officer of Skyline. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Employment Agreement with Richard Florea </I></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In connection
with Mr.&nbsp;Florea&#146;s appointment, Mr.&nbsp;Florea entered into an Executive Employment Agreement dated June&nbsp;25, 2015 with Skyline (the &#147;Employment Agreement&#148;). The term of the Employment Agreement continues until May&nbsp;31,
2017, and upon expiration of the initial term the Employment Agreement will automatically renew for successive one-year periods unless one of the parties gives 60-day prior notice of termination to the other party or the agreement is earlier
terminated in accordance with its terms. The Employment Agreement provides Mr.&nbsp;Florea with an annual base salary of $360,000, and he will be eligible to receive an annual performance bonus for each of Skyline&#146;s fiscal years in an amount up
to 50% of his base salary based on the achievement of certain financial and operational goals for Skyline and Mr.&nbsp;Florea as established by the Board. Each annual performance bonus to which Mr.&nbsp;Florea becomes entitled will be paid by
August&nbsp;15 following the fiscal year for which the bonus is due. Additionally, Mr.&nbsp;Florea will be granted options to purchase 200,000 shares of Skyline common stock under a new omnibus equity incentive plan adopted by Skyline (described
below). The option grant will be subject to the terms and conditions of an award agreement, which will provide that the options will vest in five annual installments of 40,000 options each. Mr.&nbsp;Florea also will be entitled to participate in the
medical, life and disability insurance plans, retirement plans, and other employee benefit plans and policies as established by Skyline from time to time upon the same terms as available to other executive officers of Skyline. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The award of options to Mr.&nbsp;Florea is subject to the new stock incentive plan being approved by our
shareholders and otherwise subject to the terms and conditions of the Plan. Because the option award is an inducement to enter into employment, if shareholders do not approve the 2015 Plan when it is submitted to them, Skyline has agreed that,
consistent with NYSE MKT Listing Rule&nbsp;711, we will grant a non-qualified option to Mr.&nbsp;Florea pursuant to a separate award agreement containing the same terms and conditions as those described above. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Under the Employment Agreement, Mr.&nbsp;Florea is entitled to receive severance benefits if his employment is terminated under certain circumstances. In this
regard, if Skyline terminates Mr.&nbsp;Florea&#146;s employment without &#147;Cause&#148; (as defined in the Employment Agreement) in contemplation of a &#147;Change in Control&#148; (as defined in the Employment Agreement) or without Cause within
six months after the occurrence of a Change in Control, then he will be entitled to the following severance benefits: (i)&nbsp;his then-current base salary for a <FONT STYLE="white-space:nowrap">18-month</FONT> period; and (ii)&nbsp;all stock
options granted to Mr.&nbsp;Florea (as described in the preceding paragraph) will immediately vest. These severance benefits will payable to Mr.&nbsp;Florea in equal quarterly installments with the first installment payable on the first day of the
seventh month after the date on which his employment was terminated. However, if Mr.&nbsp;Florea accepts other employment or other consulting engagements within the above-referenced <FONT STYLE="white-space:nowrap">18-month</FONT> severance period,
his remaining severance payments will be reduced by the total amount of the base salary earned by or paid to Mr.&nbsp;Florea in connection with his subsequent employment or engagement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If the Employment Agreement is terminated for any reason other than in connection with a Change in Control as described in the preceding paragraph,
Mr.&nbsp;Florea will receive his earned but unpaid base salary through the date of termination, any reimbursable business expenses, and any accrued but unpaid vested amounts under any of Skyline&#146;s employee benefit plans, and if the termination
was without &#147;Cause&#148;, severance payments equal to his then-current base salary for a <FONT STYLE="white-space:nowrap">9-month</FONT> period. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In
addition, Mr.&nbsp;Florea is bound by noncompetition provisions that restrict him from competing with Skyline for 9 months following the termination of his employment with Skyline, except that in the event of termination of his employment without
Cause in contemplation of or within six months after a Change of Control, the noncompetition period shall be 18 months (<I>i.e.</I>: the same period in which he would be entitled to severance payments in those circumstances). Mr.&nbsp;Florea also is
subject to nonsolicitation restrictions with respect to Skyline&#146;s customers and employees for the same period. Finally, Mr.&nbsp;Florea is subject to confidentiality provisions protecting Skyline&#146;s confidential business information from
unauthorized disclosure. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The foregoing description of the Employment Agreement is a summary and is qualified in its entirety by reference to the full
text of the Employment Agreement, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Other than pursuant to his Employment Agreement, Mr.&nbsp;Florea was not selected as President and CEO pursuant to any arrangement or understanding between
him and any other person. There are no family relationships between Mr.&nbsp;Florea and any of Skyline&#146;s other directors or executive officers. Since the beginning of Skyline&#146;s last fiscal year, there has been no transaction or any
currently proposed transaction, in which Skyline was or is to be a participant and in which Mr.&nbsp;Florea or any of his immediate family members had or will have a direct or indirect material interest, required to be disclosed under
Item&nbsp;404(a) of Regulation <FONT STYLE="white-space:nowrap">S-K.</FONT> </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Adoption by our Board of the 2015 Stock Incentive Plan </I></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Effective June&nbsp;25, 2015, our Board of Directors adopted the Skyline Corporation 2015 Stock Incentive Plan (the &#147;2015 Plan&#148;). The 2015 Plan
allows us to grant stock options and other equity awards to our directors, officers, employees, and eligible independent contractors. The purpose of the 2015 Plan is to enhance our long-term shareholder value by offering opportunities to our
directors, officers, employees, and eligible independent contractors to acquire and maintain stock ownership in Skyline providing them with an increased incentive to work for our success and to enable Skyline to attract and retain capable employees,
directors and independent contractors. The 2015 Plan is administered, and the specific terms of awards will be determined, by the Compensation Committee of our Board of Directors. The 2015 Plan is subject to approval by our shareholders. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">A total of 700,000 shares of our common stock are available for issuance under the 2015 Plan. Awards under the plan may be in the form of: </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Incentive Stock Options intended to be qualified under Section&nbsp;422 of the Internal Revenue Code </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Non-qualified Stock Options (that are not intended to be so qualified) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Restricted Stock (awarded subject to risk of forfeiture) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Stock Appreciation Rights (representing the right to receive value based on appreciation in the value of shares following the date of an award) </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Restricted Stock Units (representing the right to receive value based on the fair market value of a number of shares) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Performance Awards (representing the right to receive value based on achievement of prescribed performance goals) </TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Stock Appreciation Rights, Restricted Stock Units and Performance Awards may be paid in cash, stock or a combination of the two. Options awarded under the
2015 Plan shall not have a term longer than 10 years following the date of grant. Awards granted under the 2015 Plan are non-transferable, other than by will or the laws of descent and distribution or a qualified domestic relations order. If an
award expires, terminates or is canceled, the shares of our common stock not issued or forfeited thereunder shall again be available for issuance under the 2015 Plan. The 2015 Plan contains other terms and conditions customary for omnibus equity
award plans of this type. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="10%" VALIGN="top" ALIGN="left"><U>Item&nbsp;5.03</U></TD>
<TD ALIGN="left" VALIGN="top"><U>Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. </U></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">On June&nbsp;25, 2015, the
Company&#146;s Board approved amended and restated by-laws of Skyline (the &#147;Amended By-Laws&#148;) to be effective as of June&nbsp;25, 2015 to effectuate various updates to the by-laws and in response to developments in corporate governance law
and practice. The material changes included in the Amended By-Laws accomplish the following: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Clarify the location of Skyline&#146;s principal office and other offices (changes to Article I, Sections 4 and 5). </TD></TR></TABLE>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">


<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Update and clarify the provisions governing the issuance of share certificates, the original stock register or transfer book of the Company, the process for dealing with lost or stolen share certificates, shareholder
addresses, and uncertificated shares (changes to Article II, Sections 3 through 7). </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Clarify the processes by which notice of annual and special shareholders&#146; meetings will be provided, shareholder voting at meetings, requirements for proxies, and the ability of the Board to adjourn a
shareholders&#146; meeting in order to obtain a quorum (changes to Article III, Sections 3 through 7). </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Add a new provision to permit shareholders to taken action by written consent, as permitted under the Indiana Business Corporation Law (&#147;IBCL&#148;) (new Section&nbsp;9 of Article III). </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Add a new provision for the preparation of a shareholder list before each meeting of shareholders, in accordance with the requirements of the IBCL (new Section&nbsp;10 of Article III). </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Expand the by-laws to require shareholders provide advance notice to the Company of shareholder proposals and other business to be considered at shareholders&#146; meetings (new Section&nbsp;11 of Article III), advance
notice of shareholder nominations for director elections at annual shareholders&#146; meetings (new Section&nbsp;12 of Article III), as well as the information required to be submitted by shareholders in connection with any shareholder proposal or
director nomination, and delineating the director qualifications that the Nominating and Governance Committee of the Board must consider in assessing whether any proposed director nominee should be considered for membership on the Board (new
Section&nbsp;12(b) of Article III). </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Clarify the process by which directors may resign from the Board (changes to Article IV, Section&nbsp;3). </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Update the provisions relating to waivers of notices and quorum requirements for Board meetings (changes to Article&nbsp;IV, Section&nbsp;7 and 8). </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Clarify and update the Nominating and Corporate Governance Committee, Compensation Committee, and Audit Committee composition and qualification requirements consistent with the current listing standards of the NYSE MKT
(changes to Article&nbsp;IV, Sections 12 through 14). </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Add a provision governing the election of the Company&#146;s officers by the Board (new Section&nbsp;2 of Article V). </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Clarify the duties and responsibilities of the Secretary of the Company (new Section&nbsp;5 of Article V). </TD></TR></TABLE>

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<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">


<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Add provisions regarding the maintenance of the Company&#146;s stock record book (new Section&nbsp;3 of Article VI) and the process for shareholder inspection of corporate records (new Section&nbsp;4 of Article VI).
</TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Clarify the method in which the Board may fix record dates for shareholders&#146; meetings (new Section&nbsp;5 of Article VI). </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Add new provisions regarding the authority to sign and execute checks, drafts, deeds, notes, bonds, mortgages, contracts, and other material documents of the Company, and the sale, transfer, and voting of stock of other
corporations owned by Skyline (new Article VII). </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Add provisions providing for the indemnification of directors and officers in accordance with Chapter 37 of the IBCL (new Section&nbsp;1 of Article VIII). </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Add a provision delineating the exclusive forum for the adjudication of certain claims brought against or in the name of the Company, in accordance with Section&nbsp;23-1-22-2 of the IBCL (new Section&nbsp;2 of Article
VIII). </TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The foregoing description of the changes reflected in the Amended By-Laws is a summary and is qualified in its entirety by reference
to the full text of the Amended By-Laws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="10%" VALIGN="top" ALIGN="left"><U>Item&nbsp;9.01</U></TD>
<TD ALIGN="left" VALIGN="top"><U>Financial Statements and Exhibits. </U></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(d)</TD>
<TD ALIGN="left" VALIGN="top"><U>Exhibits</U>. </TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>
<TD></TD>
<TD VALIGN="bottom" WIDTH="5%"></TD>
<TD WIDTH="92%"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="border-bottom:1.00pt solid #000000; width:23.50pt; font-size:8pt; font-family:Times New Roman" ALIGN="center">Exhibit<BR>No.</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="border-bottom:1.00pt solid #000000; width:37.25pt; font-size:8pt; font-family:Times New Roman" ALIGN="center">Description</P></TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>&nbsp;&nbsp;3.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Amended and Restated By-Laws of Skyline Corporation (Amended and Restated as of June&nbsp;25, 2015).</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.2</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Executive Employment Agreement dated June&nbsp;25, 2015 between Richard Florea and Skyline Corporation.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>99.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Press Release dated June&nbsp;25, 2015.</TD></TR>
</TABLE>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">SIGNATURE </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this current report to be signed on its behalf by the
undersigned hereunto duly authorized. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="4%"></TD>
<TD VALIGN="bottom"></TD>
<TD WIDTH="2%"></TD>
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<TD WIDTH="45%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="top" COLSPAN="3">SKYLINE CORPORATION</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Date: June 30, 2015</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Jon S. Pilarski</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="top">Jon S. Pilarski</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="top">Chief Financial Officer</TD></TR>
</TABLE>

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<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>EXHIBIT INDEX </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>
<TD></TD>
<TD VALIGN="bottom" WIDTH="5%"></TD>
<TD WIDTH="92%"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="border-bottom:1.00pt solid #000000; width:23.50pt; font-size:8pt; font-family:Times New Roman" ALIGN="center">Exhibit<BR>No.</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="border-bottom:1.00pt solid #000000; width:37.25pt; font-size:8pt; font-family:Times New Roman" ALIGN="center">Description</P></TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>&nbsp;&nbsp;3.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Amended and Restated By-Laws of Skyline Corporation (Amended and Restated as of June&nbsp;25, 2015).</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.2</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Executive Employment Agreement dated June&nbsp;25, 2015 between Richard Florea and Skyline Corporation.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>99.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Press Release dated June&nbsp;25, 2015.</TD></TR>
</TABLE>
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<DOCUMENT>
<TYPE>EX-3.1
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<FILENAME>d53548dex31.htm
<DESCRIPTION>EX-3.1
<TEXT>
<HTML><HEAD>
<TITLE>EX-3.1</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 3.1 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>AMENDED AND RESTATED BY-LAWS</B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>OF</B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SKYLINE CORPORATION
</B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Amended and Restated as of June&nbsp;25, 2015) </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>ARTICLE I </U></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>IDENTIFICATION </U></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;1</U>. <U>Name</U>. The name of the Corporation shall be Skyline Corporation (hereinafter referred to as the
&#147;Corporation&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;2</U>. <U>Seal</U>. The Corporation shall have a corporate seal which shall be as follows: a
circular disc, on the outer margin of which shall appear the corporate name and state of incorporation, with the words &#147;Corporate Seal&#148; through the center, so mounted that it may be used to impress these words in raised letters upon paper.
The seal shall be in charge of the Secretary of the Corporation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;3</U>. <U>Fiscal Year</U>. The fiscal year of the
Corporation shall begin at the beginning of the first day of June and end at the close of the last day of May next succeeding. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;4</U>. <U>Principal Office</U>. The principal office (the &#147;Principal Office&#148;) of the Corporation shall be at P.O.
Box 743, 2520 By-Pass Road, Elkhart, Indiana 46515, or such other place as shall be determined by resolution of the Board. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;5</U>. <U>Other Offices</U>.&nbsp;The Corporation may have such other offices at such other places within or without the State
of Indiana as the Board may from time to time designate, or as the business of the Corporation may require. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>ARTICLE II </U></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>CAPITAL STOCK </U></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;1</U>. <U>Consideration for Shares</U>. The board of directors of the Corporation (the &#147;Board&#148;) shall cause the
Corporation to issue the capital stock of the Corporation for such consideration as has been fixed by the Board in accordance with the provisions of the Articles of Incorporation of the Corporation (the &#147;Articles&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;2</U>. <U>Payment for Shares</U>. Subject to the provisions of the Articles, the consideration for the issuance of shares of
the capital stock of the Corporation may be paid, in whole or in part, in money, in other property, tangible or intangible, or in labor actually performed for, or services actually rendered to, the Corporation; provided, however that, the part of
the surplus of a Corporation which is transferred to capital upon the issuance of shares as a share dividend shall be deemed to be the consideration for the issuance of such shares. When payment of the consideration for which a share was authorized
to be issued shall have been received by the Corporation, or when surplus shall have been transferred to capital upon the issuance of a share dividend, such share shall be declared and taken to be fully paid and not liable to any further call or
assessment, and the holder thereof shall not be liable for any further </P>
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payments thereon. In the absence of actual fraud in the transaction, the judgment of the Board as to the value of such property, labor, or services received as consideration, or the value placed
by the Board upon the corporate assets in the event of a share dividend shall be conclusive. Promissory notes or future services shall not be accepted in payment or part payment of any of the capital stock of the Corporation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;3</U>. <U>Certificates for Shares</U>. Certificates for shares (&#147;Certificates&#148;) shall be in such form, consistent
with law and the Articles, as shall be approved by the Board.&nbsp;Certificates for each class, or series within a class, of shares shall be numbered consecutively as issued. Each Certificate shall state the name of the Corporation and that it is
organized under the laws of the State of Indiana; the name of the registered holder; the number and class and the designation of the series, if any, of the shares represented thereby; and a summary of the designations, relative rights, preferences,
and limitations applicable to such class and, if applicable, the variations in rights, preferences, and limitations determined for each series and the authority of the Board to determine such variations for future series; provided, however, that,
such summary may be omitted if the Certificate states conspicuously on its front or back that the Corporation will furnish the shareholder such information upon written request and without charge.&nbsp;Each Certificate shall be signed (either
manually or in facsimile) by (i)&nbsp;the Chief Executive Officer, and (ii)&nbsp;the Secretary, or by any two (2)&nbsp;or more officers that may be designated by the Board, and may have affixed thereto the corporate seal, which may be a facsimile,
engraved, or printed. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;4</U>. <U>Record of Certificates</U>.&nbsp;Shares shall be entered in the original stock register
or transfer book of the Corporation (the &#147;Stock Book&#148;) as they are issued, and subject to the provisions of the Articles, shall be transferable on the Stock Book only by: (a)&nbsp;delivery of the Certificate endorsed either in blank or to
a specified person by the person appearing by the Certificate to be the owner of the shares represented thereby; or (b)&nbsp;delivery of the Certificate and a separate document containing a written assignment of the Certificate or a power of
attorney to sell, assign, or transfer the same or the shares represented thereby, signed by the person appearing by the Certificate to be the owner of the shares represented thereby. Such assignment or power of attorney may be either in blank or to
a specified person. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;5</U>. <U>Lost or Destroyed Certificates</U>.&nbsp;Any person claiming a Certificate to be lost or
destroyed shall make affidavit or affirmation of that fact and, if the Board or the Chief Executive Officer shall so require, shall give the Corporation and/or the transfer agents and registrars, if they shall so require, a bond of indemnity, in
form and with one or more sureties satisfactory to the Board or the Chief Executive Officer and/or the transfer agents and registrars, in such amount as the Board or the Chief Executive Officer may direct and/or the transfer agents and registrars
may require, whereupon a new Certificate may be issued of the same tenor and for the same number of shares as the one alleged to be lost or destroyed. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;6</U>. <U>Shareholder Addresses</U>.&nbsp;Every shareholder shall furnish the Secretary of the Corporation with an address to
which notices of meetings and all other notices may be served upon or mailed to such shareholder, and in default thereof notices may be addressed to the shareholder at his, her, or its last known address or at the Principal Office. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;7</U>. <U>Uncertificated Shares</U><I>.</I> To the extent permitted by Indiana
Code Section&nbsp;23-1-26-7, and to the extent authorized by the Board, the Corporation may issue some or all of its shares without certificates, subject to such regulations and limitations as may be adopted by the Board. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>ARTICLE III </U></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>MEETINGS OF
SHAREHOLDERS </U></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;1</U>. <U>Place of Meetings</U>. All meetings of shareholders of the Corporation shall be held at such
place, within or without the State of Indiana, as may be specified in the respective notices or waivers of notice thereof, or proxies to represent shareholders thereat. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;2</U>. <U>Annual Meeting</U>. The annual meeting of the shareholders for the election of the members of the Board (the
&#147;Directors&#148;) and for the transaction of such other business as may properly come before the meeting, shall be held at 9:00 a.m. local time on the fourth Monday in September of each year, if such day is not a legal holiday, and if a
holiday, then on the next day that is not a holiday, unless the Board of Directors by resolution selects an alternative date and time for such meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;3</U>. <U>Special Meetings</U>. Special Meetings of the shareholders may be called by the Chairman of the Board, the vice
chairman of the Board, or by the Board. All requests for special meetings of the shareholders shall state the purpose or purposes thereof, and the business transacted at such meeting shall be confined to the purposes stated in the call and matters
germane thereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;4</U>. <U>Notice of Meetings</U>. A written or printed notice, stating the place, day, and hour of the
meeting, and in case of a special meeting the purpose or purposes for which the meeting is called, shall be delivered or mailed by the Secretary or by the officers or persons calling the meeting, to each holder of record of the capital stock of the
Corporation entitled to notice of such meeting, at such address as appears upon the records of the Corporation, at least ten (10)&nbsp;and not more than sixty (60)&nbsp;days before the date of such meeting. Notice of any annual or special meeting of
shareholders may be waived in writing by any shareholder, before or after the date and time of the meeting specified in the notice thereof, by a written waiver delivered to the Corporation for inclusion in the minutes or filing with the corporate
records.&nbsp;A shareholder&#146;s attendance at any shareholders&#146; meeting in person or by proxy shall constitute a waiver of (a)&nbsp;notice of such meeting, unless the shareholder at the beginning of the meeting objects to the holding of or
the transaction of business at the meeting, and (b)&nbsp;consideration at such meeting of any business that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is
presented. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;5</U>. <U>Voting at Meetings</U>. Except as otherwise provided by law or by the provisions of the Articles,
every holder of the capital stock of the Corporation shall have the right at all meetings of the shareholders of the Corporation to one vote for each share of stock standing in his, her, or its name on the books of the Corporation as of the record
date fixed by the Board for such meeting. Notwithstanding the foregoing, no share shall be voted at any meeting: (a)&nbsp;upon which an installment is due and unpaid; (b)&nbsp;which shall have been transferred on the
</P>
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books of the Corporation within ten days next preceding the date of the meeting; or (c)&nbsp;which belongs to the Corporation. Upon the demand of any shareholder voting in person, voting for
Directors and voting upon any other question properly before a meeting shall be by ballot.&nbsp;A plurality vote shall be necessary to elect any Director, and on all other matters, the action or a question shall be approved if the number of votes
cast thereon in favor of the action or question exceeds the number of votes cast opposing the action or question, except as otherwise provided by law or the Articles.</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;6</U>. <U>Proxies</U>. A shareholder may vote, either in person or by proxy executed in writing by the shareholder or a duly
authorized attorney-in-fact. Such writing shall be evidenced by a signature or causing the signature to be affixed to the writing by any reasonable process, including by facsimile signature. The shareholder also may transmit, or authorize the
transmission of, an electronic submission to the holder of the proxy, a proxy solicitation firm, or a proxy support service organization or similar agency authorized by the person who will be the holder of the proxy to receive the electronic
submission.&nbsp;Such electronic submission shall be accompanied by or contain information from which it can be determined that the electronic submission was transmitted or authorized by the shareholder. No proxy shall be valid after eleven
(11)&nbsp;months from the date of its execution, unless a longer time is expressly provided therein. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;7</U>.
<U>Quorum</U>. Unless otherwise provided by law or the Articles, at any meeting of shareholders, a majority of the shares of the capital stock outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum for the
election of Directors or for the transaction of other business.&nbsp;If, however, a quorum shall not be present or represented at any meeting, the shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at the meeting of the date, time, and place of the adjourned meeting, unless the date of the adjourned meeting requires that the Board fix a new record date therefor, in
which case notice of the adjourned meeting shall be given.&nbsp;At such adjourned meeting, if a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally scheduled. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;8</U>. <U>Organization</U>. The Chairman of the Board, and in his absence, any Director designated by the Board including the
vice chairman, shall call meetings of the shareholders to order and shall act as chairman of such meetings, and a Secretary or the assistant secretary of the Corporation shall act as secretary of all meetings of the shareholders. In the absence of
the Secretary and assistant secretary, the presiding officer may appoint a shareholder to act as secretary of the meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;9</U>. <U>Written Consents</U>. Any action required or permitted to be taken at a meeting of the shareholders may be taken
without a meeting if the action is taken in writing by all of the shareholders.&nbsp;The action so taken must be evidenced by a written consent (which may be in multiple counterparts) describing the action taken, signed by each shareholder, and
included in the minutes or filed with the corporate records reflecting the action taken.&nbsp;Action taken by written consent is effective when the last shareholder signs the consent unless the consent specifies a prior or subsequent effective date,
in which case the action is effective on or </P>
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as of the specified date.&nbsp;A consent signed by all of the shareholders shall have the same effect as if the action taken by consent was taken at a meeting of the shareholders and may be
described as having been taken at a meeting of the shareholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;10</U>. <U>Shareholder List</U>.&nbsp;The Secretary of
the Corporation shall prepare before each meeting of shareholders a complete list of the shareholders entitled to notice of such meeting, arranged in alphabetical order by class of shares (and each series within a class), and showing the address of,
and the number of shares entitled to vote held by, each shareholder (the &#147;Shareholder List&#148;).&nbsp;Beginning five (5)&nbsp;business days before the meeting and continuing throughout the meeting, the Shareholder List shall be on file at the
Principal Office or at a place identified in the meeting notice in the city where the meeting will be held, and shall be available for inspection by any shareholder entitled to vote at the meeting.&nbsp;On written demand, made in good faith and for
a proper purpose and describing with reasonable particularity the shareholder&#146;s purpose, and if the Shareholder List is directly connected with the shareholder&#146;s purpose, a shareholder (or such shareholder&#146;s agent or attorney
authorized in writing) shall be entitled to inspect and to copy the Shareholder List, during regular business hours and at the shareholder&#146;s expense, during the period the Shareholder List is available for inspection.&nbsp;The Stock Book, or a
duplicate thereof, shall be the only evidence as to who are the shareholders entitled to examine the Shareholder List, or to notice of or to vote at any meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;11</U>. <U>Notice of Shareholder Business</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) At any meeting of the shareholders, only such business may be conducted as shall have been properly brought before the
meeting, and as shall have been determined to be lawful and appropriate for consideration by shareholders at the meeting. To be properly brought before an annual meeting, business must be (i)&nbsp;specified in the notice of meeting given in
accordance with Section&nbsp;4 of this Article III, (ii)&nbsp;otherwise properly brought before the meeting by or at the direction of the Board or the chairman of the Board or Chief Executive Officer, or (iii)&nbsp;otherwise properly brought before
an annual meeting by a shareholder who is a shareholder of record of the Corporation at the time such notice of meeting is delivered, who is entitled to vote at the meeting, and who complies with the notice procedures set forth in this
Section&nbsp;11 (the &#147;Proposing Shareholder&#148;). In addition, any proposal of business must be a proper matter for shareholder action. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) For business (including shareholder nominations) to be properly brought before an annual meeting by a shareholder pursuant
to Section&nbsp;11(a)(iii) above, the Proposing Shareholder must have given timely notice thereof in writing to the Secretary of the Corporation even if such matter is already the subject of any notice to the shareholders or public disclosure from
the Board. To be timely, a Proposing Shareholder&#146;s notice must be delivered to or mailed and received at the Principal Office of the Corporation, not later than the close of business on the
90<SUP STYLE="font-size:85%; vertical-align:top">th</SUP> day nor earlier than the 120<SUP STYLE="font-size:85%; vertical-align:top">th</SUP> day prior to the first anniversary date of the annual meeting for the preceding year; provided, however, if
and only if the annual meeting is not scheduled to be held within a period that commences thirty days before such anniversary date and ends thirty days after such anniversary date (an annual meeting date outside such period being referred to
</P>
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herein as an &#147;Other Annual Meeting Date&#148;), such shareholder notice shall be given in the manner provided herein by the close of business on the later of the close of business on the 90<SUP
STYLE="font-size:85%; vertical-align:top">th</SUP> day prior to such Other Annual Meeting Date, or the close of business on the 10<SUP STYLE="font-size:85%; vertical-align:top">th</SUP> day following the date such Other Annual Meeting Date is first
publicly announced or disclosed. A Proposing Shareholder&#146;s notice to the Secretary shall set forth as to each matter such shareholder proposes to bring before the meeting (including shareholder nominations) (i)&nbsp;a brief description of the
business desired to be brought before the annual meeting, including the text of any proposal to be presented, and the reasons for conducting such business at the annual meeting, (ii)&nbsp;the name and address, as they appear on the
Corporation&#146;s stock records, of the Proposing Shareholder, (iii)&nbsp;the class and number of shares of the Corporation which are owned by the Proposing Shareholder beneficially and of record together with a representation that the Proposing
Shareholder will notify the Corporation in writing of the class and number of such shares owned beneficially and of record for the meeting promptly following the later of the record date or the date notice of the record date is first publicly
disclosed, (iv)&nbsp;a description of any agreement, arrangement, or understanding with respect to such proposal between or among the Proposing Shareholder and any of its affiliates or associates, and any others (including their names) acting in
concert with any of the foregoing together with a representation that the Proposing Shareholder will notify the Corporation in writing of any such agreement, arrangement, or understanding in effect as of the record date for the meeting promptly
following the later of the record date or the date notice of the record date is first publicly disclosed, (v)&nbsp;a description of any agreement, arrangement, or understanding (including any derivative or short positions, profit interests, options,
hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the Proposing Shareholder&#146;s notice by, or on behalf of, the Proposing Shareholder or any of its affiliates or associates, the effect or intent of
which is to mitigate loss to, manage risk, or benefit of share price changes for, or increase or decrease the voting power of, the Proposing Shareholder or any of its affiliates or associates with respect to shares of stock of the Corporation,
together with a representation that the Proposing Shareholder will notify the Corporation in writing of any such agreement, arrangement, or understanding in effect as of the record date for the meeting promptly following the later of the record date
or the date notice of the record date is first publicly disclosed, (vi)&nbsp;a representation that the Proposing Shareholder is a holder of record of shares of the Corporation entitled to vote at the meeting and intends to appear in person or by
proxy at the meeting to present the proposal contained in the notice, (vii)&nbsp;a representation whether the Proposing Shareholder intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the
Corporation&#146;s outstanding capital stock required to approve the proposal and/or otherwise to solicit proxies from shareholders in support of such proposal, and (viii)&nbsp;any other information relating to such shareholder and beneficial owner,
if any, on whose behalf the proposal is being made, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the proposal and pursuant to and in accordance with
Section&nbsp;14(a) of the Exchange Act and the rules and regulations promulgated thereunder. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Only such business shall
be brought before a special meeting of shareholders as shall have been specified in the notice of meeting given in accordance </P>
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with Section&nbsp;4 of this Article III (other than matters properly brought under Rule 14a-8 or Rule 14a-11 under the Securities Exchange Act of 1934, as amended). In no event shall the
adjournment of an annual meeting or special meeting, or any announcement thereof, commence a new period for the giving of a shareholder&#146;s notice as provided in this Section&nbsp;11. Notwithstanding anything in these By-Laws to the contrary, no
business shall be conducted at a meeting except in accordance with the procedures set forth in this Section&nbsp;11. The person presiding at the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the By-Laws, or that business was not lawful or appropriate for consideration by shareholders at the meeting, and if he or she should so determine, he or she shall so declare to the meeting and any such
business shall not be transacted. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;12</U>. <U>Notice of Shareholder Nominees</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) <U>Director Nominations</U>. Nominations of persons for election to the Board of the Corporation may be made at any annual
meeting of shareholders by or at the direction of the Board or by a Proposing Shareholder entitled to vote for the election of Directors at the meeting (the &#147;Nominating Shareholder&#148;). Such shareholder nominations shall be made pursuant to
timely notice given in writing to the Secretary of the Corporation in accordance with Section&nbsp;11 of this Article III. The Nominating Shareholder&#146;s notice shall set forth, in addition to the information required by Section&nbsp;11, as to
each person whom the Nominating Shareholder proposes to nominate for election or re-election as a Director, (i)&nbsp;the name, age, business address, and residence address of such person, (ii)&nbsp;the principal occupation or employment of such
person, (iii)&nbsp;the class and number of shares of the Corporation which are beneficially owned by such person, (iv)&nbsp;any other information relating to such person that is required to be disclosed in solicitation of proxies for election of
Directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including without limitation such person&#146;s written consent to being named in the proxy statement as a nominee
and to serving as a Director if elected), and (v)&nbsp;the qualifications of the nominee to serve as a Director of the Corporation as set forth in subsection (b)&nbsp;of this Section&nbsp;12. In the event the Board or the Chief Executive Officer
calls a special meeting of shareholders for the purpose of electing one or more Directors to the Board, any shareholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the notice of meeting, if
the shareholder&#146;s notice of such nomination contains the information specified in this Section&nbsp;12 and shall be delivered to the Secretary of the Corporation not later than the close of business on the 10<SUP
STYLE="font-size:85%; vertical-align:top">th</SUP> day following the day on which the date of the special meeting and either the names of the nominees proposed by the Board to be elected at such meeting or the number of directors to be elected are
publicly announced or disclosed. In no event shall the adjournment of an annual meeting or special meeting, or any announcement thereof, commence a new period for the giving of a shareholder&#146;s notice as provided in this Section&nbsp;12. No
shareholder nomination shall be effective unless made in accordance with the procedures set forth in this Section&nbsp;12. The person presiding at the meeting shall, if the facts warrant, determine and declare to the meeting that a shareholder
nomination was not made in accordance with the By-Laws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) <U>Director Qualifications</U>. The following represents the non-exclusive
list of criteria that must be considered by the Nominating and Governance Committee (as established in Article&nbsp;IV Section&nbsp;12 hereof) in assessing whether any proposed candidate/nominee should be considered for membership on the Board.
Generally, the criteria will be employed by the Nominating and Governance Committee when recruiting individuals for membership, as well as responding to properly submitted nominees provided to the Nominating and Governance Committee or the Board in
accordance with the procedures and requirements applicable to that process. The criteria are as follows: (i)&nbsp;the satisfaction of applicable &#147;independence&#148; and eligibility requirements, such as those required of members of the Audit
Committee and the Compensation Committee; (ii)&nbsp;the person&#146;s professional experiences, including achievements, and whether those experiences and achievements would be useful to the Board, given its existing composition, in discharging its
responsibilities; (iii)&nbsp;the person&#146;s subject matter expertise, i.e., finance, accounting, legal, management, technology, strategic visioning, marketing, and the desirability of that particular expertise given the existing composition of
the Board; (iv)&nbsp;the viewpoint, background, and demographics of the person and whether the person would positively contribute to the overall diversity of the Board; (v)&nbsp;the person&#146;s professional ethics, integrity, and values;
(vi)&nbsp;the person&#146;s intelligence and ability to make independent analytical inquiries; (vii)&nbsp;the person&#146;s stated willingness and ability to devote adequate time to Board activities, including attending meetings and development
sessions and adequately preparing for those activities; (viii)&nbsp;the person&#146;s service on more than three (3)&nbsp;public company boards, excluding the Board, unless the Nominating and Governance Committee concludes, based upon a review of
all of the facts and circumstances, that such service on more than three other public company boards would not impair the ability of the proposed candidate/nominee to discharge their responsibilities as a member of the Board, and, provided further,
the proposed candidate/nominee does not serve on more than five (5)&nbsp;other public company boards; (ix)&nbsp;the person&#146;s principal business responsibilities; (x)&nbsp;whether the person would be able to serve on the Board for an extended
period of time; (xi)&nbsp;whether the person has, or potentially could have, a conflict of interest which would affect the person&#146;s ability to serve on the Board or to participate in decisions that are material to the Corporation; and
(xii)&nbsp;whether and to what extent the person has an ownership interest in the Corporation. The foregoing criteria represent a non-exclusive list of factors to be considered when evaluating potential candidates and responding to properly
submitted nominees. In each case, the then existing composition of the Board, its current and prospective needs, the operating requirements of the Corporation, and the long-term interests of the Corporation&#146;s shareholders will be included in
the mix of factors to be reviewed and assessed when performing this evaluation. The review and application of these criteria will initially be conducted by the Nominating and Governance Committee, and, following that action, the matter will then be
presented to the Board for action, if appropriate and advisable. If any Board member, not a member of the Nominating and Governance Committee, requests an independent review of any candidate against these criteria, the full Board shall conduct such
a review. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>ARTICLE IV </U></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>BOARD OF DIRECTORS </U></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;1</U>. <U>Board of Directors</U>. The Board shall consist of a maximum of eight (8)&nbsp;members. The exact number of
directors shall be determined by resolution of the Board and in the absence of any such resolution, the number of directors shall be seven (7). The Directors shall be elected annually at the annual meeting of the Corporation&#146;s shareholders.
Such directors shall hold office until the next annual meeting of the shareholders and until their successors are elected and qualified. Directors need not be shareholders of the Corporation. A majority of the Directors at any time shall be citizens
of the United States. A member of the Board shall be elected by a vote of the majority of the Directors as Chairman of the Board, and such Chairman shall preside at all meetings of the Board. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;2</U>. <U>Powers and Duties</U>. In addition to the powers and duties expressly conferred upon it by law, the Articles or
these <FONT STYLE="white-space:nowrap">By-Laws,</FONT> the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not inconsistent with the law, the Articles, or these By-Laws. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;3</U>. <U>Resignation</U>. Any Director may resign at any time by giving written notice to the Board, the Chairman, the Chief
Executive Officer, or the Secretary.&nbsp;Any such resignation shall take effect when delivered unless the notice specifies a later effective date.&nbsp;Unless otherwise specified in the notice, the acceptance of such resignation shall not be
necessary to make it effective. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;4</U>. <U>Removal</U>. Any Director may be removed for cause at any time at any regular
meeting or at such a special meeting of the shareholders of the Corporation called for such purpose, by the affirmative vote of the holders of a majority of the shares outstanding. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;5</U>. <U>Vacancies</U>. In case of any vacancy in the Board through death, resignation, removal, or other cause, the
remaining Directors by the affirmative vote of a majority thereof may elect a successor to fill such vacancy until the next annual meeting of shareholders and until his or her successor is elected and qualified. If the vote of the remaining
Directors shall result in a tie, the vacancy shall be filled by shareholders at the next annual meeting, or a special meeting, of shareholders. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;6</U>. <U>Annual Meetings</U>. The Board shall meet each year immediately after the annual meeting of the shareholders, at the
place where such meeting of the shareholders has been held, for the purpose of organization, election of officers, and consideration of any other business that may be brought before the meeting. No notice shall be necessary for the holding of this
annual Board meeting. If such meeting is not held as above provided, the election of officers may be had at any subsequent meeting of the Board specifically called in the manner provided in Article&nbsp;IV, Section&nbsp;7 of these By-Laws. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;7</U>. <U>Other Board Meetings</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) <U>Regular Board Meetings</U>. Regular meetings of the Board may be held without notice at such time and place, either
within or without the State of Indiana, as shall from time to time be determined by the Board. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) <U>Special
Meetings</U>. Special meetings of the Board shall be held, either within or without the State of Indiana, whenever called by the Chairman of the Board, or the vice-chairman of the Board, or by any three of the Directors. Oral, telegraphic, or
written notice shall be given, sent, or mailed not less than one day before the meeting and shall state the purposes of the meeting, and the date, place, and hour of such meeting. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) <U>Waivers of Notice</U>. A Director may waive notice of any Board meeting before or after the date and time of the Board
meeting stated in the notice by a written waiver signed by the Director and filed with the minutes or corporate records.&nbsp;A Director&#146;s attendance at or participation in a Board meeting shall constitute a waiver of notice of such meeting and
assent to any corporate action taken at such meeting, unless the Director at the beginning of such meeting (or promptly upon his arrival) objects to the holding of or transacting business at the meeting and does not thereafter vote for or assent to
action taken at the meeting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;8</U>. <U>Quorum</U>. At any meeting of the Board, the presence of a majority of the
Directors designated for the full Board in Section&nbsp;1 of Article IV above, shall be necessary to constitute a quorum for the transaction of any business, except (a)&nbsp;that for the purpose of filling of vacancies, a majority of Directors then
in office shall constitute a quorum, and (b)&nbsp;that a lesser number may adjourn the meeting from time to time until a quorum is present.&nbsp;The act of a majority of the Board present at a meeting at which a quorum is present shall be the act of
the Board, unless the act of a greater number is required by law, the Articles or these By-Laws. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;9</U>.
<U>Organization</U>. The Chairman of the Board and in his absence, the vice-chairman of the Board, and in their absence any Director chosen by the Directors present, shall call meetings of the Board to order, and shall act as chairman of such
meetings. The Secretary of the Corporation shall act as secretary of the Board, but in the absence of the Secretary, the presiding officer may appoint any Director to act as secretary of the meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;10</U>. <U>Order of Business</U>. The order of business at all meetings of the Board shall be as follows: (i)&nbsp;roll call;
(ii)&nbsp;reading of the minutes of the preceding meeting and action thereon; (iii)&nbsp;reports of officers; (iv)&nbsp;reports of committees; (v)&nbsp;unfinished business; (vi)&nbsp;miscellaneous business; and (vii)&nbsp;new business. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;11</U>. <U>Executive Committee of the Board of Directors</U>. The Board may, whenever it sees fit, by a majority vote of the
number of Directors elected and qualified from time to time, designate an Executive Committee of not less than three (3)&nbsp;persons from its members which committee shall, except as to matters upon which the Board has acted, have and exercise the
full power of the Board in the management of the business and affairs of the Corporation, including but not limited to the power to authorize dividend distributions according to a formula, method or limit, or within a range, prescribed by the Board;
provided that, all business transacted by such committee shall be submitted to and be approved by the Board at their next regular or special meeting. The Board shall have the power at any time to fill vacancies in, to change the membership of, or to
dissolve the Executive Committee. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;12</U>. <U>Nominating and Governance Committee</U>. The Board, by resolution of a
majority of the full Board, shall appoint a Nominating and Governance Committee to consist of not less than three Directors, none of whom shall be an officer or employee of the Corporation or of any subsidiary or affiliated corporation, and each of
whom shall otherwise meet the definition of an independent director, and meet any other qualifications and requirements applicable to Nominating and Governance Committee members, as defined under the listing standards of the NYSE MKT or any other
national securities exchange upon which the Corporation&#146;s securities are listed. The functions of the Nominating and Governance Committee shall be to identify individuals qualified to become Directors and to select, or to recommend that the
Board select, the Director nominees for the next annual meeting of shareholders; develop and recommend to the Board a set of corporate governance principles applicable to the Corporation; and to perform other related tasks, such as studying the
size, committee structure, or meeting frequency of the Board, making studies or recommendations regarding management succession, or tasks of similar character as may be requested from time to time by the Board. The Board, by resolution of a majority
of the full Board, shall designate one member of the Nominating and Governance Committee to act as chairman of the committee. The committee member so designated shall chair all meetings of the committee, chair meetings involving only non-employee
Directors, coordinate an annual performance evaluation of the Corporation, coordinate evaluation of the performance of the Chief Executive Officer, and perform such other activities as may from time to time be requested by the Board. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;13</U>. <U>Compensation Committee</U>. The Board, by resolution of a majority of the full Board, shall appoint a Compensation
Committee to consist of not less than three Directors, none of whom shall be an officer or employee of the Corporation or of any subsidiary or affiliated corporation, and each of whom shall otherwise meet the definition of an independent director,
and meet any other qualifications and requirements applicable to Compensation Committee members as defined under the listing standards of NYSE MKT or any other national securities exchange upon which the Corporation&#146;s securities are listed. The
Board shall affirmatively determine that all of the members of the Compensation Committee are independent under the listing standards described in the preceding sentence. In affirmatively determining the independence of any Director who will serve
on the Compensation Committee, the Board must consider all factors specifically relevant to determining whether a Director has a relationship to the Corporation which is material to that Director&#146;s ability to be independent from management in
connection with the duties of a Compensation Committee member, including, but not limited to: (a)&nbsp;the source of compensation of such Director, including any consulting, advisory, or other compensatory fee paid by the Corporation to such
Director; and (b)&nbsp;whether such Director is affiliated with the Corporation, a subsidiary of the Corporation, or an affiliate of a subsidiary of the Corporation. The functions of the Compensation Committee shall be to discharge the Board&#146;s
responsibilities relating to compensation of the Corporation&#146;s officers and produce an annual report on executive compensation for inclusion in the Corporation&#146;s proxy statement, review and approve corporate goals and objectives relevant
to Chief Executive Officer compensation, evaluate Chief Executive Officer performance in light of these goals and objectives and set the Chief Executive Officer&#146;s compensation level based on this evaluation;
</P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
make recommendations to the Board with respect to incentive compensation plans and equity based plans and to undertake such additional similar functions and activities as may be required by other
compensation plans maintained by the Corporation or as may be requested from time to time by the Board. The Board, by resolution of a majority of the full Board, shall designate one member of the Compensation Committee to act as chairman of the
committee. The committee member so designated shall chair all meetings of the committee, chair meetings involving only non-employee Directors, and perform such other activities as may from time to time be requested by the Board. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;14</U>. <U>Audit Committee</U>. The Board shall appoint an Audit Committee, consisting of not less than three
(3)&nbsp;Directors, none of whom shall be an officer or employee of the Corporation or of any subsidiary or affiliated corporation, and each of whom shall otherwise meet the definition of an independent director, and meet any other qualifications
and requirements applicable to Audit Committee members, as defined under the listing standards of the NYSE MKT or any other national securities exchange upon which the Corporation&#146;s securities are listed. The Audit Committee shall, from time to
time, meet with representatives of the independent certified public accountants then servicing the Corporation, review the Corporation&#146;s systems of internal controls, and take necessary action to see that an adequate system of internal auditing
is implemented. The Audit Committee may also nominate independent auditors and select and establish accounting policies. All business transacted by the Audit Committee shall be submitted to the Board at its next regular or special meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;15</U>. <U>Election Regarding Staggered Board Provision</U>.&nbsp;The Corporation elects not to be governed by
Section&nbsp;23-1-33-6(c) of the Indiana Business Corporation Law. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>ARTICLE V </U></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>OFFICERS OF THE CORPORATION </U></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;1</U>. <U>Officers</U>. The officers of the Corporation shall consist of a Chief Executive Officer, a Chief Financial Officer,
a Secretary, and such other officers as may be designated from time to time by the Board. Except for the three designated officers as set forth in the preceding sentence, two or more offices may be held by the same person. The Board by resolution
may create and define the duties of the offices of the Corporation and may elect or appoint persons to fill such offices. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;2</U>. <U>Election of Officers</U>.&nbsp;The officers of the Corporation shall be elected by the Board at the annual Board
meeting and shall hold office for one (1)&nbsp;year or until their respective successors shall have been duly elected and shall have qualified; provided, however, that, the Board may at any time elect one or more persons to new or different offices
and/or change the title, designation, and duties and responsibilities of any of the officers consistent with the law, the Articles, and these By-Laws. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;3</U>. <U>Vacancies</U>. Whenever any vacancy shall occur in any office by death, resignation, increase in the number of
offices of the Corporation, or otherwise, the same shall be filled by the Board, and the officer so elected shall hold office until his successor is chosen and qualified.&nbsp;Any officer may be removed at any time by the affirmative vote of a
majority of the full Board. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;4</U>. <U>Chief Executive Officer</U>. Notwithstanding the Board&#146;s
discretion to create such offices as it may designate, the Corporation shall at all times have a Chief Executive Officer. This individual shall have primary responsibility for the day-to-day operations of the business, shall have responsibility for
executing and filing such documents as may be required with governmental and regulatory agencies, and shall have such other powers and perform such other duties as are incident to this office and as may be assigned by the Board. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;5</U>. <U>Secretary</U>. The Secretary shall have the custody and care of the corporate seal (if one exists), records,
minutes, and the Stock Book of the Corporation; shall (unless other arrangements for taking of the minutes are made by the Board) attend all shareholders&#146; meetings and Board meetings, and duly record and keep the minutes of their proceedings in
a book or books to be kept for that purpose; shall give or cause to be given notice of all shareholders&#146; meetings and Board meetings when such notice shall be required; shall file and take charge of all papers and documents belonging to the
Corporation; and shall have such other powers and perform such other duties as are incident to the office of secretary of a business corporation, subject at all times to the direction and control of the Board or the Chief Executive Officer. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;6</U>. <U>Chief Financial Officer</U>. The Chief Financial Officer shall keep correct and complete records of account, showing
accurately at all times the financial condition of the Corporation. The Chief Financial Officer shall be the legal custodian of all moneys, notes, securities, and other valuables which may from time to time come into the possession of the
Corporation. The Chief Financial Officer shall immediately deposit all funds of the Corporation coming into his or her hands in a reliable bank or other depositary to be designated by the Board, and shall keep such bank account in the name of the
Corporation. The Chief Financial Officer shall furnish at meetings of the Board, or whenever requested, a statement of the financial condition of the Corporation, and shall perform such other duties as these By-Laws may require or the Board may
prescribe. The Chief Financial Officer may be required to furnish bond in such amount as shall be determined by the Board. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;7</U>. <U>Delegation of Authority</U>. In case of the absence of any officer of the Corporation, or for any other reason that
the Board may deem sufficient, the Board may delegate the powers or duties of such officer to any other officer or to any Director, for the time being, provided that, a majority of the full Board concurs therein. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;8</U>. <U>Loans to Officers and Directors</U>. No loan of money or property or any advance on account of services to be
performed in the future shall be made to any officer or Director of the Corporation. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>ARTICLE VI </U></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>CORPORATE BOOKS AND RECORDS </U></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;1</U>. <U>Places of Keeping</U>.&nbsp;Except as otherwise provided by law, the Articles, or these By-Laws, the books and
records of the Corporation may be kept at such place or places, within or without the State of Indiana, as the Board may from time to time by resolution determine or, in the absence of such determination by the Board, as shall be determined by the
Chief Executive Officer. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;2</U>. <U>Transfer Agent and Registrar</U>. The Board may appoint one or more
transfer agents and one or more registrars of transfers, and the principal transfer agent shall keep a stock transfer book for the transfer of all shares of the capital stock of the Corporation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;3</U>. <U>Stock Book</U>.&nbsp;The Corporation shall keep at the Principal Office the original Stock Book or a duplicate
thereof, or, in case the Corporation employs a stock registrar or transfer agent within or without the State of Indiana, another record of the shareholders in a form that permits preparation of a list of the names and addresses of all the
shareholders, in alphabetical order by class of shares, stating the number and class of shares held by each shareholder (the &#147;Record of Shareholders&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;4</U>. <U>Inspection of Corporate Records</U>. Any shareholder (or the shareholder&#146;s agent or attorney authorized in
writing) shall be entitled to inspect and copy at his expense, after giving the Corporation at least five (5)&nbsp;business days&#146; written notice of his demand to do so, the following corporate records: (1)&nbsp;the Articles; (2)&nbsp;these
By-Laws; (3)&nbsp;resolutions adopted by the Board with respect to one (1)&nbsp;or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding;
(4)&nbsp;minutes of all shareholders&#146; meetings and records of all actions taken by the shareholders without a meeting (collectively, &#147;Shareholders Minutes&#148;) for the prior three (3)&nbsp;years; (5)&nbsp;all written communications by
the Corporation to the shareholders including the financial statements furnished by the Corporation to the shareholders for the prior three (3)&nbsp;years; (6)&nbsp;a list of the names and business addresses of the current Directors and the current
officers of the Corporation; and (7)&nbsp;the most recent annual report of the Corporation as filed with the Secretary of State of Indiana.&nbsp;Any shareholder (or the shareholder&#146;s agent or attorney authorized in writing) shall also be
entitled to inspect and copy at his expense, after giving the Corporation at least five (5)&nbsp;business days&#146; written notice of his demand to do so, the following corporate records, if his demand is made in good faith and for a proper purpose
and describes with reasonable particularity his purpose and the records he desires to inspect, and the records are directly connected with his purpose: (1)&nbsp;to the extent not subject to inspection under the previous sentence, Shareholders
Minutes, excerpts from minutes of Board meetings and of committee meetings, and records of any actions taken by the Board or any committee without a meeting; (2)&nbsp;appropriate accounting records of the Corporation; and (3)&nbsp;the Record of
Shareholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;5</U>. <U>Record Date</U>.&nbsp;The Board may, in its discretion, fix in advance a record date not more
than seventy (70)&nbsp;days before the date (a)&nbsp;of any shareholders&#146; meeting, (b)&nbsp;for the payment of any dividend or the making of any other distribution, (c)&nbsp;for the allotment of rights, or (d)&nbsp;when any change or conversion
or exchange of shares shall go into effect.&nbsp;If the Board fixes a record date, then only shareholders who are shareholders of record on such record date shall be entitled (a)&nbsp;to notice of and/or to vote at any such meeting, (b)&nbsp;to
receive any such dividend or other distribution, (c)&nbsp;to receive any such allotment of rights, or (d)&nbsp;to exercise the rights in respect of any such change, conversion or exchange of shares, as the case may be, notwithstanding any transfer
of shares on the Stock Book after such record date. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>ARTICLE VII </U></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>CHECKS, DRAFTS, DEEDS, AND SHARES OF STOCK </U></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;1</U>. <U>Checks, Drafts, Etc</U>. All checks, drafts, or orders for the payment of money of or to the Corporation shall,
unless otherwise directed by the Board or otherwise required by law, be signed or endorsed by one or more officers as authorized in writing by the Chief Executive Officer.&nbsp;In addition, the Chief Executive Officer may authorize any one or more
employees of the Corporation to sign checks, drafts, and orders for the payment of money not to exceed specific maximum amounts as designated in writing by the Chief Executive Officer for any one check, draft, or order. When so authorized by the
Chief Executive Officer, the signature of any such officer or employee may be a facsimile signature. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;2</U>. <U>Deeds,
Notes, Bonds, Mortgages, Contracts, Etc</U>.&nbsp;All deeds, notes, bonds, and mortgages made by the Corporation, and all other written contracts and agreements, other than those executed in the ordinary course of corporate business, to which the
Corporation shall be a party, shall be executed in its name by the Chief Executive Officer or any other officer so authorized by the Board and, when necessary or required, the Secretary shall attest the execution thereof. All written contracts and
agreements into which the Corporation enters in the ordinary course of corporate business shall be executed by any officer or by any other employee designated by the Chief Executive Officer to execute such contracts and agreements. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;3</U>. <U>Sale or Transfer of Stock</U>.&nbsp;Subject always to the further orders and directions of the Board, any share of
stock issued by any corporation and owned by the Corporation (including reacquired shares of the Corporation) may, for sale or transfer, be endorsed in the name of the Corporation by the Chief Executive Officer, and said endorsement shall be duly
attested by the Secretary either with or without affixing thereto the seal of the Corporation (if any). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;4</U>. <U>Voting
of Stock of Other Corporations</U>.&nbsp;Subject always to the further orders and directions of the Board, any share of stock issued by any other corporation and owned or controlled by the Corporation (an &#147;Investment Share&#148;) may be voted
at any shareholders&#146; meeting of such other corporation by the Chief Executive Officer of his or her designee.&nbsp;Whenever, in the judgment of the Chief Executive Officer, it is desirable for the Corporation to execute a proxy or give a
shareholder&#146;s consent in respect of any Investment Share, such proxy or consent shall be executed in the name of the Corporation by the Chief Executive Officer, and, when necessary or required, shall be attested by the Secretary either with or
without affixing thereto the seal of the Corporation (if one exists).&nbsp;Any person or persons designated in the manner above stated as the proxy or proxies of the Corporation shall have full right, power and authority to vote an Investment Share
the same as such Investment Share might be voted by the Corporation. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-15- </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>ARTICLE VIII </U></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>PROVISIONS FOR REGULATION OF BUSINESS AND </U></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>CONDUCT OF AFFAIRS OF CORPORATION </U></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;1</U>. <U>Indemnification</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) <U>Definitions</U>. Terms defined in Chapter 37 of the Indiana Business Corporation Law (the &#147;Act&#148;) (Ind. Code
&#167;&#167; 23-1-37,&nbsp;<U>et</U>&nbsp;<U>seq</U>.) which are used in this Article VIII shall have the same definitions for purposes of this Article VIII as they have in such chapter of the Act. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) <U>Indemnification of Directors and Officers</U>. The Corporation shall indemnify any individual who is or was a Director
or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, or trustee of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise whether or not for profit, against liability and expenses, including attorneys&#146; fees, incurred by him or her in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or
informal, in which he or she is made or threatened to be made a party by reason of being or having been in any such capacity, or arising out of his status as such, except (i)&nbsp;in the case of any action, suit, or proceeding terminated by
judgment, order, or conviction, in relation to matters as to which he or she is adjudged to have breached or failed to perform the duties of his or her office and the breach or failure to perform constituted willful misconduct or recklessness; and
(ii)&nbsp;in any other situation, in relation to matters as to which it is found by a majority of a committee composed of all Directors not involved in the matter in controversy (whether or not a quorum) that the person breached or failed to perform
the duties of his or her office and the breach or failure to perform constituted willful misconduct or recklessness. The Corporation may pay for or reimburse reasonable expenses incurred by a Director or officer in defending any action, suit, or
proceeding in advance of the final disposition thereof upon receipt of (i)&nbsp;a written affirmation of the Director&#146;s or officer&#146;s good faith belief that such Director or officer has met the standard of conduct prescribed by Indiana law;
and (ii)&nbsp;an undertaking of the Director or officer to repay the amount paid by the Corporation if it is ultimately determined that the Director or officer is not entitled to indemnification by the Corporation. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) <U>Other Employees or Agents of the Corporation</U>. The Corporation may, in the discretion of the Board, fully or
partially provide the same rights of indemnification and reimbursement as herein above provided for Directors and officers of the Corporation to other individuals who are or were employees or agents of the Corporation or who are or were serving at
the request of the Corporation as employees or agents of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise whether or not for profit. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) <U>Non-Exclusive Provision</U>. The indemnification authorized under this Section&nbsp;1 of Article VIII is in addition to
all rights to indemnification granted by Chapter 37 of the Act (Ind. Code &#167;&#167; 23-1-37,&nbsp;<U>et</U>&nbsp;<U>seq</U>.) and in no way limits the indemnification provisions of such chapter. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;2</U>. <U>Exclusive Forum for Certain Claims</U>. Unless the Corporation consents in writing to the selection of an
alternative forum, the Circuit or Superior Courts of Elkhart County, State of Indiana, or the United States District Court in the Northern District of Indiana in a case </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-16- </P>


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of pendent jurisdiction, shall be the sole and exclusive forum for (i)&nbsp;any derivative action or proceeding brought on behalf of the Corporation, (ii)&nbsp;any action asserting a claim for
breach of fiduciary duty owed by any Director, officer, employee, or agent of the Corporation to the Corporation or the Corporation&#146;s shareholders, (iii)&nbsp;any action asserting a claim arising pursuant to any provision of the Act, the
Corporation&#146;s Articles, or these By-Laws, or (iv)&nbsp;any action asserting a claim governed by the internal affairs doctrine, in each case subject to such court having personal jurisdiction over the indispensable parties named as defendants
therein. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>ARTICLE VIII </U></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>AMENDMENTS </U></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><U>Section&nbsp;1</U>. <U>Amendments</U>. These By-Laws may be adopted, amended, or repealed at any meeting of the Board by the vote of a
majority of the number of Directors in office at the time such vote is taken, unless the Articles provide for the adoption, amendment, or repeal by the shareholders, in which event, action thereon may be taken at any meeting of the shareholders by
the vote of a majority of the voting shares outstanding. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 10.2 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>EXECUTIVE EMPLOYMENT AGREEMENT </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This EXECUTIVE EMPLOYMENT AGREEMENT (the &#147;Agreement&#148;) is made effective as of the 25th day of June, 2015, by and between
<B>S<SMALL>KYLINE</SMALL> C<SMALL>ORPORATION</SMALL></B><SMALL></SMALL>, an Indiana corporation (&#147;Company&#148;), and <B>R<SMALL>ICHARD</SMALL> W. F<SMALL>LOREA</SMALL></B><SMALL></SMALL> (&#147;Executive&#148;). </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>R<SMALL>ECITALS</SMALL></U><SMALL></SMALL> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Company desires to employ Executive as its Chief Executive Officer, and Executive desires to accept such employment, on the terms and subject
to the conditions contained in this Agreement. This Agreement has been approved by the Board of Directors of the Company, including by a majority of the Independent Directors of Company&#146;s Board of Directors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>NOW, THEREFORE</B>, in consideration of the promises and covenants herein exchanged and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:<B> </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>A<SMALL>GREEMENT</SMALL></U><SMALL></SMALL> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1. <B>Employment. </B>Subject to the terms and conditions contained in this Agreement, Company hereby agrees to employ Executive, and
Executive hereby accepts employment with Company, as Company&#146;s Chief Executive Officer, commencing on July&nbsp;27, 2015 (the &#147;Effective Date&#148;). In such capacity, Executive shall be responsible for the operations and financial
performance of Company and any of its affiliates and the development, implementation and coordination of their strategic direction and perform all such other duties customary of or reasonably related to Executive&#146;s position as a chief executive
officer. Executive shall be subject to the direction of the Board of Directors of Company (the &#147;Board&#148;) and shall have such other powers, duties and responsibilities consistent with Executive&#146;s position as Chief Executive Officer as
may from time to time be prescribed by the Board. In performing his duties, Executive will act diligently, in good faith and in the best interests of Company and in a manner designed to enhance the business reputation and success of Company and
shall perform such duties in accordance with the Board&#146;s directives and such Company policies and procedures as are now, or may hereafter be, in effect. Executive will devote Executive&#146;s full working time and attention to carrying out his
duties as Chief Executive Officer; <I>provided, that</I> Executive shall be entitled to spend reasonable amounts of time engaging in activities which do not conflict with or impair Executive&#146;s ability to perform his duties hereunder, including,
but not limited to, serving on Boards of Directors, advisory committees or panels, making speeches and participating in charitable and civic activities. Notwithstanding the foregoing, Executive must obtain approval from the Board before being paid
for any outside activities, including serving on an outside Board of Directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2. <B>Appointment to Board.</B> Executive has been
appointed, effective on the date of this Agreement, to fill a vacancy on the Board. For each election of directors to the Board during the term of this Agreement thereafter, Executive shall be recommended to the shareholders of Company as a
candidate for the Board. If so elected or appointed, Executive shall serve as a member of the Board. Executive shall also serve as a director and officer of affiliates of the Company, as may be requested from time to time by the Board. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3. <B>Term. </B>Subject to earlier termination as provided in this Agreement, Executive&#146;s services and compensation under this Agreement
shall commence on the Effective Date and shall continue in effect until May&nbsp;31, 2017 (the &#147;Initial Term&#148;). After the Initial Term, this Agreement shall automatically renew for successive one-year periods (each a &#147;Renewal
Term&#148;), unless one of the parties hereto gives written notice of termination to the other party at least sixty (60)&nbsp;days prior to the last day of the Initial Term or of any Renewal Term or until earlier terminated in accordance with
Section&nbsp;6 of this Agreement. The Initial Term and any Renewal Term are sometimes collectively referred to as the &#147;Term&#148;. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4. <B>Compensation.</B> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) <U>Base Salary</U>. As compensation for services performed by Executive pursuant to this Agreement, Company shall pay Executive a base
salary (the &#147;Base Salary&#148;) of $30,000 per month (annualized amount of $360,000.00), payable at such time and upon such frequency as Company compensates its other executives. The Board of Directors shall review Executive&#146;s Base Salary
annually to determine whether, in its discretion, any increase in the Base Salary should be made; <I>provided that</I> Company will have no obligation to increase Executive&#146;s Base Salary. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) <U>Annual Performance Bonus</U>. In addition to Base Salary, Executive may be entitled to receive a bonus for each of Company&#146;s
fiscal years (i.e.: June&nbsp;1 through May&nbsp;31) during the term of this Agreement (an &#147;Annual Performance Bonus&#148;) in an amount up to fifty percent (50%)&nbsp;of Executive&#146;s Base Salary (pro-rated for any partial years) for such
fiscal year based on the achievement of certain financial and operational goals for Company and Executive for such year (the &#147;Annual Goals&#148;) established by the Board. The Annual Performance Bonus for the 2016 fiscal year shall be
determined as set forth on attached <B>Exhibit&nbsp;A</B>. During the term of this Agreement the Board will establish, in consultation with Executive, the Annual Goals for such fiscal year on or no later than sixty&nbsp;(60) days after the beginning
of each such fiscal year. Within sixty (60)&nbsp;days after the completion of each fiscal year, the Board will evaluate Executive&#146;s job performance and will determine the extent to which the Annual Goals for the fiscal year have been satisfied
and the amount of the Annual Performance Bonus (if any) to be paid for such year. Each Annual Performance Bonus to which Executive becomes entitled shall be paid to Executive by August&nbsp;15 following the fiscal year for which such Annual
Performance Bonus is due. The determination of the Board with respect to each Annual Performance Bonus shall be made in good faith, and shall be final and binding on Executive for all purposes. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) <U>Stock Option Plan</U>. Company has adopted a Stock Incentive Plan (the &#147;Plan&#148;) for purposes of making stock awards to key
officers and management employees selected by a committee of the Board, subject to the approval of Company&#146;s stockholders. Executive is hereby granted, subject to the Plan being approved by the stockholders and subject to the terms and
conditions of the Plan, an option to purchase up to 200,000 shares of common stock of the Company (the &#147;Option&#148;) at the closing market price of such stock on the date of this Agreement or at the closing market price of such stock as of
such other date that may be required in order to comply with applicable legal requirements. Such Option will be subject to the terms and conditions of an award agreement, which shall include, but not be limited to, the vesting of the Option in
annual installments of 40,000 shares on each of the first five anniversaries of this Agreement. Because the Option provided for in this Section is an inducement material to the Executive&#146;s entering into employment with the Company, the Company
agrees that if the Company&#146;s shareholders do not approve the Plan when it is submitted to them in accordance with applicable legal requirements and stock exchange listing standards, the Company shall, consistent with NYSE MKT Listing
Rule&nbsp;711, grant the Option to Executive, at the closing market price of such stock on the date such Option is granted, pursuant to a separate award agreement containing the terms and conditions referenced in the immediately preceding sentence.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) <U>Vacation</U>. During the Term, Executive shall be entitled to such paid vacation per year (pro-rated for any partial years) as may
be determined mutually be Executive and the Board. Vacation shall be taken at such times and intervals as shall be determined by Executive, subject to the reasonable business needs of Company. Executive also shall be entitled to holiday and other
time off in accordance with Company&#146;s holiday and other pay-for-time-not-worked policies upon the same or comparable terms as other executive officers of Company, which policies are subject to change from time to time. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(e) <U>Other Benefits</U>. Executive shall be entitled to participate in such medical, life and
disability insurance plans, retirement plans and other employee benefit plans and policies as are established by Company from time to time upon the same or comparable terms as other executive officers of Company, subject to all eligibility
requirements. Any such benefits, plans and/or policies shall be subject to change or termination from time to time as determined by Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(f) <U>Withholding</U>. Company will deduct and withhold all necessary social security and withholding taxes and any other similar sums
required by law (collectively &#147;Withholding Taxes&#148;) from Executive&#146;s compensation and benefits under this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(g)
<U>Recovery and Repayment of Compensation</U>. Any compensation paid to Executive pursuant to this Agreement shall be subject to recovery by the Company, and Executive shall be required to repay such compensation, if (i)&nbsp;such recovery and
repayment is required by any applicable law, regulation or rule, or (ii)&nbsp;either in the year such compensation is paid, or within the three (3)&nbsp;year period thereafter, the Company is required to prepare an accounting restatement due to
material noncompliance of the Company with any financial reporting requirement under applicable securities laws or regulations, and the Executive is either a named execute officer or an employee of Company who is responsible for preparation of the
Company&#146;s financial statements, to the extent the Executive received more compensation than would otherwise have been payable to the Executive had there not been the material noncompliance requiring an accounting restatement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5. <B>Business Expenses.</B> Company shall reimburse Executive for all reasonable and necessary expenses incurred by Executive on behalf of
Company in connection with the performance of his duties with Company. To be eligible for such reimbursements, Executive must submit verification of the nature and amount of such expenses in accordance with the reimbursement policies and practices
of Company (as such policies and practices may be amended from time to time). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6. <B>Termination.</B> This Agreement shall terminate prior
to the expiration of the Term under any of the following circumstances: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) <U>Death or Disability</U>. This Agreement shall terminate
upon the death or Disability of Executive. For purposes of this Agreement, &#147;Disability&#148; means Executive is either (A)&nbsp;unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six (6)&nbsp;months, or (B)&nbsp;receiving income replacement benefits for a period of not less than 3 months under an accident
and health plan covering employees of the Company by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six (6)&nbsp;months.
Executive also shall be deemed to have a have a &#147;Disability&#148; if (x)&nbsp;Executive is determined to be totally disabled by the Social Security Administration, or (y)&nbsp;Executive is determined to be disabled in accordance with the
applicable disability insurance program of the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) <U>Cause</U>. Company may terminate the employment of Executive and this
Agreement at any time for Cause immediately upon providing written notice to Executive. For purposes of this Agreement, &#147;Cause&#148; means any of the following: (i)&nbsp;Executive&#146;s gross misconduct, fraud, dishonesty, theft, embezzlement,
commission of an illegal act or any other conduct that is detrimental to Company&#146;s best interests or that damages or impugns the reputation or standing of Company in its industry or the community; (ii)&nbsp;Executive&#146;s breach of his duty
of loyalty or other fiduciary duty to </P>
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Company, including without limitation, misappropriation of corporate assets or self-dealing; (iii)&nbsp;Executive&#146;s breach of any of the provisions of Sections 8 or 9 of this Agreement;
(iv)&nbsp;Executive&#146;s breach of any other provision of this Agreement or his failure, refusal or inability to (A)&nbsp;perform the duties and services related to his position with Company, (B)&nbsp;comply with rules, regulations and policies of
Company which may be established from time to time, or (C)&nbsp;carry out the reasonable orders or directives of the Board, which breach, failure, refusal or inability is not cured within ten (10)&nbsp;days after written notice by Company to
Executive of such breach, failure, refusal or inability; or (v)&nbsp;repetition of the same breach, failure, refusal or inability within the twelve (12)&nbsp;month period immediately following the expiration of the cure period under
Section&nbsp;6(b)(iv). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) <U>By Executive</U>. Executive may terminate his employment with Company for any reason upon not less than
thirty&nbsp;(30) days&#146; prior written notice to Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) <U>By Company</U>. Except in the event of Executive&#146;s termination
by Company for Cause pursuant to Section&nbsp;6(b) for which Company will be permitted to terminate Executive&#146;s employment immediately and without any Severance Benefit (defined below in this Section&nbsp;6(d)), Company may terminate the
employment of Executive for any reason upon not less than thirty&nbsp;(30) days&#146; prior written notice to Executive; <I>provided, however</I>, that upon such termination by Company other than for Cause, Executive shall be entitled to the
following (the &#147;Severance Benefit&#148;): (i)&nbsp;an amount equal to nine&nbsp;(9) months of Executive&#146;s then current Base Salary, payable in installments on the same basis as Executive&#146;s current Base Salary is paid, and subject to
all applicable Withholding Taxes, commencing on the first business day of the seventh (7<SUP STYLE="font-size:85%; vertical-align:top">th</SUP>)&nbsp;month immediately subsequent to the date on which Executive&#146;s employment was terminated by
Company, and (ii)&nbsp;the vesting of options under Section&nbsp;4(c) of this Agreement that would otherwise have vested on the next anniversary of Executive&#146;s employment with Company immediately following the date of termination of
Executive&#146;s employment by Company. Executive&#146;s Severance Benefit pursuant to this Section&nbsp;6(d) is conditioned upon Executive&#146;s execution, within thirty&nbsp;(30) days after termination of Executive&#146;s employment, of a
separation agreement and general release of all claims that Executive has or may have against Company as of the effective date and time of his termination (the &#147;Separation and Release Agreement&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(e) <U>Mutual Agreement</U>. This Agreement shall terminate as of the date specified in a mutual written agreement between Company and
Executive. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">7. <B>Rights and Obligations on Termination of Employment.</B> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) <U>Payments on Termination</U>. Upon termination of this Agreement for any reason, all payment obligations of Company to Executive will
cease except for the following: (i)&nbsp;earned but unpaid Base Salary due under Section&nbsp;4(a) hereof; (ii)&nbsp;any business expenses eligible for reimbursement pursuant to Section&nbsp;5 hereof which have not been reimbursed as of the date of
termination; (iii)&nbsp;any accrued but unpaid vested amounts under any employee benefit plans of Company for services rendered to the date of termination; and (iv)&nbsp;the severance benefits, if any, payable under Section&nbsp;7(b) of this
Agreement. All payments, however, shall be subject to any rights of set-off that Company may have with respect to amounts owed to Company by Executive. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) <U>Severance Benefits on Termination After Change in Control</U>. If prior to the expiration of the term of this Agreement Company
terminates Executive&#146;s employment without Cause in contemplation of a Change in Control or without Cause within six months after the occurrence of a Change in Control, then, and only then, will Company continue to pay to Executive as a
severance benefit (&#147;Change in Control Severance Benefit&#148;) Executive&#146;s then-current Base Salary for an eighteen&nbsp;(18) month period (the &#147;Severance Period&#148;), and all stock options granted to Executive under
Section&nbsp;4(c) shall vest. Executive&#146;s Change in Control Severance Benefit pursuant to this Section&nbsp;7(b) is conditioned </P>
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upon Executive&#146;s execution, within thirty&nbsp;(30) days after termination of Executive&#146;s employment, of a Separation and Release Agreement. The Change in Control Severance Benefit will
be payable in equal quarterly installments (each a &#147;Quarterly Severance Benefit&#148;) with the first Quarterly Severance Benefit payable on the first business day of the seventh
(7<SUP STYLE="font-size:85%; vertical-align:top">th</SUP>)&nbsp;month immediately subsequent to the date on which the Executive&#146;s employment was terminated by the Company, with each subsequent Quarterly Severance Benefit to be payable to
Executive on the first day of the first month of each subsequent calendar quarter thereafter. Notwithstanding the foregoing, if Executive accepts employment or is engaged to provide consulting or similar services at any time during the Severance
Period, each Quarterly Severance Benefit for the balance of the Severance Period shall be reduced by the total amount (if any) of the base salary earned by or paid on behalf of Executive in connection with such subsequent employment or engagement.
Executive shall promptly inform Company as soon as he obtains any other employment or engagement and shall provide Company with a quarterly, written certification of his salary and other taxable compensation (if any) Executive will earn from his
subsequent employment or engagement for each quarter during the Severance Period. Each quarterly certification shall be delivered to Company by the first (1<SUP STYLE="font-size:85%; vertical-align:top">st</SUP>)&nbsp;day of the first month of each
quarter. All payments of Change in Control Severance Benefit, if any, shall be less all applicable Withholding Taxes. Executive agrees that he will actively and in good faith seek other employment or engagements during the Severance Period. For
purposes of this Agreement, &#147;Change in Control&#148; means: (i)&nbsp;the consummation of a plan of merger or consolidation of Company with any other corporation or entity (other than a corporation or entity directly or indirectly controlled by
the Company) as a result of which the holders of the voting stock of the Company receive less than fifty percent (50%)&nbsp;of the voting stock or equity of the surviving or resulting corporation or entity; (ii)&nbsp;the acquisition by any person or
entity (or more than one person or entity acting as a group) in any one (1)&nbsp;year period of the beneficial ownership of more than fifty percent (50%)&nbsp;of the combined voting power of the then outstanding voting stock of Company; <I>provided,
that</I> any acquisition by an employee, or group composed entirely of employees, any qualified retirement plan, or any other employee benefit plan (or related trust) sponsored or maintained by Company or any entity controlled by Company shall not
constitute a Change in Control; or (iii)&nbsp;the sale or other disposition of all or substantially all the assets of Company (other than as security for the obligations of the Company) to a person or entity (or more than one person or entity acting
as a group) which is not controlled by Company or by the persons or entities controlling Company immediately prior thereto. Notwithstanding anything to the contrary, in no event shall a Change in Control be deemed to have occurred unless such
acquisition constitutes a change in control under Section&nbsp;409A of the Code. Notwithstanding anything to the contrary contained in this Agreement, termination of Executive&#146;s employment by Company, prior to a Change in Control, for any
reason (except a termination under Section&nbsp;6(a) or Section&nbsp;6(b)) after Company&#146;s execution of any letter of intent, binding agreement or similar instrument with respect to a proposed Change in Control, shall be deemed a termination in
contemplation of a Change in Control entitling Executive to benefits under this Section&nbsp;7(b); provided, that such letter of intent, agreement or other instrument has not been terminated as of the date of the effective date of termination of
Executive&#146;s employment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) <U>Resignations</U>. Upon the termination of Executive&#146;s employment for any reason, Executive
agrees that he shall automatically be deemed to have resigned, as of such date, if Executive is serving in such capacity: (a)&nbsp;as a member of the Board and officer of the Company, (b)&nbsp;any employment or other position with any affiliate of
the Company, (c)&nbsp;any position with any other investment, joint venture or other entity in which the Company or any affiliate has rights, and (d)&nbsp;any position in which the Executive is acting on behalf of or as a representative of Company
or any affiliate (such as a trustee or administrative committee member with respect to a tax-qualified retirement plan). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) <U>Return of
Property</U>. Upon termination of his employment with Company for any reason or at any time upon the request of Company, Executive shall return to Company all records, documents, software and paper of any kind relating to Company&#146;s business,
including, but not limited to, all Confidential Information (as defined below) and all notes, correspondence or other written or electronic materials originated by Executive. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">5 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">8. <B>Restrictive Covenants.</B> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) <U>Confidentiality</U>. Executive acknowledges that he will be employed in a position of trust and confidence. In particular, Company and
Executive recognize that to provide high quality products and services to Company&#146;s customers, which benefits both Company and Executive economically, Company will need to reveal to Executive valuable Confidential Information (as defined below)
known and used by Company, its vendors and its customers. Executive agrees that he shall not, either directly or indirectly, use, divulge, disclose or communicate, or cause or permit any other person or entity to use, divulge, disclose or
communicate, to any person, firm, corporation or entity, in any manner whatsoever, any Confidential Information of Company, except as reasonably necessary to properly perform his employment duties for Company or with the prior written consent of the
Board of the Company. For purposes of this Agreement, &#147;Confidential Information&#148; means any non-public knowledge or information about Executive&#146;s employment with Company or the business, activities and assets of Company, including, but
not limited to, product design, product development, manufacturing processes and innovations, information relating to software, database designs, procedures, techniques, research data, marketing, customer and sales information, the sources, costs
and pricing of Company&#146;s products and services, business and marketing strategies and plans, the identity and needs of Company&#146;s customers, potential customers and vendors, personnel data, financial information, technical data and all the
other know-how and trade secrets pertaining in any respect to Company or its customers, potential clients and vendors. Notwithstanding the foregoing, &#147;Confidential Information&#148; shall not include information which Executive can establish:
(i)&nbsp;was already in the public domain at the time of disclosure or thereafter becomes part of the public domain through no fault of Executive nor from a source bound by a confidentiality agreement with Company and/or prohibited from disclosing
the information by a contractual, legal or fiduciary obligation; or (ii)&nbsp;is independently developed by Executive after the cessation of his employment with Company without the use of any of Company&#146;s Confidential Information. The foregoing
covenants shall remain in effect for so long as any such information remains Confidential Information of Company. Notwithstanding anything to the contrary in this Agreement, Executive will never disclose or use Confidential Information which remains
a trade secret of Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) <U>Non-Solicitation</U>. To reduce the cost to Company of monitoring and enforcing the compliance of
Executive with the confidentiality obligations contained in Sections 8(a) of this Agreement, to protect the goodwill developed during Executive&#146;s employment with Company and as a material inducement to Company to enter into this Agreement,
Executive agrees that he will not do any of the following, either directly or indirectly (for himself or for any other person, firm, corporation or entity), so long as he is employed by Company and for the Restricted Period (defined in
Section&nbsp;8(d)) from and after the date of termination of his employment for any reason) without the prior written consent of the Board of Directors of Company: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) bid, estimate, offer for sale, sell, design or solicit sales of products or services which are competitive with the
products or services that were sold or offered for sale by Company at the time Executive&#146;s employment with Company ended from or to any account with whom Executive had personal contact or responsibility on behalf of Company at any time within
the one (1)&nbsp;year period prior to the date of termination of Executive&#146;s employment with Company; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) attempt to
divert, circumvent or otherwise interfere with any contractual or business relationship, present or prospective, between Company and any of its customers, prospective customers or vendors; or </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) induce, hire or solicit or seek to induce, hire or solicit any person or entity who was engaged with Company as employee,
agent, independent contractor or otherwise (at any time within one (1)&nbsp;year before the date on which Executive&#146;s employment with Company ends) to end his, her or its engagement with Company. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">6 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) <U>Non-Competition</U>. In addition to the covenants expressed in Section&nbsp;8(b), and as a
separate covenant to protect Company&#146;s interests, Executive further agrees that he will not during the Restricted Period, either directly or indirectly, alone or in combination, as a proprietor, officer, employee, partner, shareholder,
consultant, owner, lender or otherwise, render services to or participate in the affairs of any Competitive Business as to which (i)&nbsp;Executive would be reasonably likely to invoke or disclose Company&#146;s Confidential Information or goodwill,
or (ii)&nbsp;Executive reasonably would be required to assume or perform duties that are the same or substantially similar to duties which the Executive assumed or performed for Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) <U>Definitions of Competitive Business, Prohibited Territory and Restricted Period</U>. For purposes of this Agreement, &#147;Competitive
Business&#148; means any person, firm, corporation, association or other entity engaged in the business of offering, selling or providing manufactured housing or fabricated structures, products or services. in the Prohibited Territory. For purposes
of this Agreement, &#147;Prohibited Territory&#148; shall mean anywhere within North America. If the foregoing definition is deemed unreasonable by a court of competent jurisdiction, then &#147;Prohibited Territory&#148; shall mean anywhere within
the United States. If the foregoing definition is deemed unreasonable by a court of competent jurisdiction, then &#147;Prohibited Territory&#148; shall mean anywhere within a two hundred (200)&nbsp;mile radius of any operating facility of Company.
For purposes of this Agreement, &#147;Restricted Period&#148; means (i)&nbsp;the Severance Period, in the event of termination of Executive&#146;s agreement by Employer without Cause in contemplation of a Change of Control, or without Cause within
six&nbsp;(6) months after a Change of Control, or (ii)&nbsp;nine&nbsp;(9) months from and after the date of termination of Executive&#146;s employment by Company in any other circumstances. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(e) <U>Reasonableness of Covenants</U>. The parties acknowledge and agree that the temporal, geographic and other limitations contained in
this Section&nbsp;8 are reasonable and necessary for the proper protection of Company. Executive further acknowledges that, in the event of the termination of his employment with Company, his skills and experience are such that he can obtain
employment without soliciting Company&#146;s clients or engaging in activity forbidden by this Agreement and that the enforcement of a remedy by way of injunction will not prevent him from earning a livelihood. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(f) <U>Remedies for Breach</U>. Executive acknowledges that Company&#146;s remedy at law for any breach of Executive&#146;s obligations under
this Section&nbsp;8 would be inadequate and specifically agrees that, in the event of such a breach or threatened breach, Company shall be entitled to injunctive relief against him, without the necessity of proof of actual damage or the posting of a
bond, in addition to any other remedies available at law or in equity, including compensatory damages incurred by Company as a result of such violation and including costs, expenses and reasonable attorneys&#146; fees and the right to set-off in
enforcing any of its rights under this Section&nbsp;8. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9. <B>Intellectual Property.</B> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) <U>Ownership</U>. All discoveries, inventions, improvements, innovations and software, whether patentable or not (including all studies,
presentations, data and records), which Executive may invent, discover, originate, conceive, reduce to practice, develop or prepare, whether solely or jointly with others, during the Term and for one (1)&nbsp;year thereafter, and which in any way
relate to or are or may be useful in connection with the present or future, actual or prospective, business of Company shall be the sole and exclusive property of Company. Executive shall promptly and fully
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">7 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
disclose to Company each and all such discoveries, inventions, improvements, innovations or software. The covenants set forth in this Section&nbsp;9(a) shall not be construed to limit in any way
Executive&#146;s obligation not to use or disclose Confidential Information of Company in accordance with Section&nbsp;9(a) hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b)
<U>Assignment to Company</U>. Executive agrees to assign irrevocably to Company, without further consideration from Company, Executive&#146;s entire right, title and interest in and to any of the discoveries, inventions, improvements, innovations
and software described in Section&nbsp;9(a) of this Agreement and any related U.S. or foreign patents and patent applications and any related U.S. or foreign copyrights and copyright applications. Executive also agrees that all works of authorship
created by Executive, whether solely or jointly with others, which in any way relate to the business of Company, shall be considered works made for hire under the United States copyright laws and shall be solely and exclusively owned by Company. If
any such work product shall be deemed not to be a work made for hire, or if Executive should otherwise by operation of law be deemed to retain any rights to any such work product, Executive now irrevocably assigns all rights in such work product to
Company. Executive agrees to promptly execute any documents that Company may request to convey or perfect in Company the exclusive ownership of such works of authorship and copyrights, discoveries, inventions, improvements, innovations and software,
and Executive shall assist Company in obtaining, defending and enforcing its rights therein. Company shall bear all expenses it authorizes to be incurred in connection with such activity and shall pay to Executive reasonable compensation for time
spent performing such duties at the request of Company following the termination of Executive&#146;s employment with Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">10.
<B>Notices</B>. Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered in person or by overnight courier or mailed by registered or certified mail, postage prepaid,
return receipt requested, at the address set forth below (or such other address as may be given by like notice). Notice given personally or by overnight courier service shall be deemed delivered when received by the addressee. Notice given by mail
shall be deemed delivered on the second (2nd)&nbsp;business day following the date on which it is so mailed. For purposes of notice, the addresses of the parties shall be: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="84%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>
<TD WIDTH="13%"></TD>
<TD VALIGN="bottom" WIDTH="3%"></TD>
<TD WIDTH="84%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">If&nbsp;to&nbsp;Company:</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="top">Chairman of the Board</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="top">Skyline Corporation</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="top">2520 <FONT STYLE="white-space:nowrap">By-Pass</FONT> Road</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="top">P.O. Box 743</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="top">Elkhart, Indiana 46515</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">with copy to:</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="top">Chief Financial Officer</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="top">Skyline Corporation</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="top">2520 <FONT STYLE="white-space:nowrap">By-Pass</FONT> Road</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="top">P.O. Box 743</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="top">Elkhart, Indiana 46515</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">If&nbsp;to&nbsp;Executive:</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="top">Richard W. Florea</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="top">15861 Ashville Lane</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="top">Granger, Indiana 46530</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">11. <B>No Waiver.</B> The failure of any party at any time or from time to time to require performance of the
other party&#146;s obligations under this Agreement shall in no manner affect the right to enforce any provision of this Agreement at a subsequent time, and the waiver of any rights arising out of any breach shall not be construed as a waiver of any
rights arising out of any subsequent breach. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">8 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">12. <B>Assignment. </B>This Agreement is a contract for personal services and shall not be
assignable by either party without the prior written consent of the other party hereto; <I>provided,</I> that Company may assign this Agreement without the consent of Executive to (i)&nbsp;any entity that controls, is controlled by, or is under
common control with, Company, or (ii)&nbsp;any purchaser of all or substantially all of the assets of Company, and, in the event of any such assignment, Company shall be released from all obligations under this Agreement. Subject to the foregoing,
this Agreement is binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective heirs, legal representatives, successors and permitted assigns. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">13. <B>Governing Law; Forum.</B> This Agreement and the obligations of the parties hereto shall be construed, interpreted and enforced in
accordance with the laws of the State of Indiana, without regard to principles of conflicts of laws. Each party consents to the exclusive personal jurisdiction of the federal courts located in the Northern District of Indiana or the state courts
located in Elkhart County, Indiana over any action arising out of or relating to this Agreement and waives any objection such party may now or hereafter have to venue or to convenience of forum. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">14. <B>Section 409A.</B> Compensation and benefits provided under this Agreement are intended to be exempt from or to comply with
Section&nbsp;409A of the Internal Revenue Code of 1986, as amended, and the interpretive guidance thereunder, and any similar state laws (collectively, &#147;Section 409A&#148;), including, but not limited to, the exceptions for short-term
deferrals, separation pay arrangements (including the Severance Benefit provided for in Section&nbsp;7(b) of this Agreement, if applicable), reimbursements and in-kind distributions, and shall be administered accordingly. This Agreement shall be
construed and interpreted with such intent, and the requirement of Treasury Regulation Section&nbsp;1.409A-3(i)(2) shall be observed, if applicable. Each payment under this Agreement or any benefit plan of Company is intended to be treated as one of
a series of separate payments for purposes of Section&nbsp;409A and Treasury Regulation Section&nbsp;1.409A-2(b)(2)(iii) (or any similar or successor provisions, including, without limitation any similar state law provisions). A termination of
employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for payments or benefits upon employment termination unless such termination also constitutes a &#147;separation from service&#148; within the
meaning of Section&nbsp;409A. References to &#147;termination&#148;, &#147;termination of employment&#148;, &#147;employment termination&#148; or similar terms in this Agreement shall mean a &#147;separation from service&#148; under
Section&nbsp;409A. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">15. <B>Counterparts.</B> This Agreement may be executed in counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. The signature page to this Agreement may be delivered by facsimile or other electronic transmission and the signatures thereon shall be deemed effective upon receipt by the
intended receiving party. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">16. <B>Severability.</B> If any provision of this Agreement shall be held invalid or unenforceable by any court
of competent jurisdiction or as a result of legislative or administrative action, such holding or action shall be strictly construed and shall not affect the validity or affect any other provision of this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">17. <B>Entire Agreement; Amendment.</B> This Agreement (including the Job Description attached hereto) contains the entire agreement of the
parties with respect to the subject matter hereof and supersedes and replaces all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. This Agreement may be modified or
amended only by a written instrument signed by or on behalf of Executive and Company. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">9 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">IN WITNESS WHEREOF, Company and Executive have executed this Executive Employment Agreement on
the date or dates indicated below, effective as of the Effective Date. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>
<TD WIDTH="4%"></TD>
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<TD WIDTH="40%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="4%"></TD>
<TD VALIGN="bottom"></TD>
<TD WIDTH="4%"></TD>
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<TD WIDTH="4%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="39%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>EXECUTIVE:</B></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="top" COLSPAN="5"><B>COMPANY:</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="6"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="top" COLSPAN="5">SKYLINE CORPORATION</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="4"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Richard W. Florea</P></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="top" COLSPAN="3"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ John C. Firth</P></TD></TR>
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<TD VALIGN="top" COLSPAN="3">Richard W. Florea</TD>
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<TD VALIGN="top">Name:</TD>
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<TD VALIGN="top">John C. Firth</TD></TR>
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<TD VALIGN="top">Title:</TD>
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<TD VALIGN="top">Chairman of the Board</TD></TR>
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<TD VALIGN="top">Date:</TD>
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<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">June&nbsp;25, 2015</P></TD>
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<TD VALIGN="top">Date:</TD>
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<TD VALIGN="top" COLSPAN="3"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">June 25, 2015</P></TD></TR>
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 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">10 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>EXHIBIT&nbsp;A </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>TO EXECUTIVE EMPLOYMENT AGREEMENT </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>BETWEEN SKYLINE CORPORATION AND RICHARD W. FLOREA </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>2016 FISCAL YEAR </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>PERFORMANCE BONUS </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The maximum potential
Annual Performance Bonus for fiscal year 2016 shall consist of a Bonus Nonfinancial Component and a Bonus Financial Component (as defined below) in an aggregate maximum amount of $180,000 plus, if applicable, the Excess Income Percentage (as defined
below). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Up to $90,000 of the potential Annual Performance Bonus for fiscal year 2016 shall be earned based upon Executive&#146;s attainment of certain <FONT
STYLE="white-space:nowrap">non-financial</FONT> objectives to be mutually determined by Executive and the Board within sixty&nbsp;(60) days after the start of the Company&#146;s 2016 fiscal year (the &#147;Bonus Nonfinancial Component&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Up to $90,000 of the potential Annual Performance Bonus for fiscal year 2016 (the &#147;Bonus Financial Component&#148;) shall be based on the Company&#146;s
financial performance in fiscal year 2016 with respect to net income, as follows: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">An amount equal to 100% of the Bonus Financial Component
shall be payable to Executive if Company&#146;s net income is greater than 95% of Company&#146;s budgeted net income. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">An amount equal to
75% of the Bonus Financial Component shall be payable to Executive if Company&#146;s net income is greater than 90% but less than or equal to 95% of Company&#146;s budgeted net income. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">An amount equal to 50% of the Bonus Financial Component shall be payable to Executive if Company&#146;s net income is greater than 85% but less
than or equal to 90% of Company&#146;s budgeted net income. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">An amount equal to 25% of the Bonus Financial Component shall be payable to
Executive if Company&#146;s net income is greater than 80% but less than or equal to 85% of Company&#146;s budgeted net income. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">Executive
shall not be entitled to any payment with respect to the Bonus Financial Component if Company&#146;s net income is less than or equal to 80% of Company&#146;s budgeted net income. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In addition to the Bonus Nonfinancial Component and the Bonus Financial Component provided above, the Annual Performance Bonus for fiscal year 2016 shall also
consist of an amount equal to 2.5% of the Company&#146;s net income for 2016 in excess of Company&#146;s budgeted net income (the &#147;Excess Income Percentage&#148;). </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 99.1 </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">NEWS RELEASE </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Skyline Corporation
</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">2520 By-Pass Road </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">P.O. Box 743
</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Elkhart, Indiana <FONT STYLE="white-space:nowrap">46515-0743</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><FONT STYLE="white-space:nowrap">(574)&nbsp;294-6521</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Contact: Jon S. Pilarski </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SKYLINE CORPORATION&#146;S BOARD NAMES RICHARD W. FLOREA AS NEW PRESIDENT AND CHIEF EXECUTIVE OFFICER </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">ELKHART, INDIANA &#150; JUNE 25, 2015 &#150; Skyline Corporation (NYSE MKT: SKY) (&#147;Skyline&#148; or the &#147;Company&#148;) announced
today the Board of Directors has named Richard W. Florea as President and Chief Executive Officer and appointed him to the Board of Directors effective July&nbsp;27, 2015. The Company also announced that Bruce G. Page who previously was President,
Chief Executive Officer and a Director is no longer with the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;Rich is a charismatic leader, who is uniquely suited to lead
Skyline at this important time. He knows our industry well and has an impressive list of accomplishments along with a demonstrated ability to grow businesses and develop value creation strategies which will benefit our dealer partners and their
customers,&#148; said John C. Firth, Chairman of Skyline&#146;s Board of Directors. &#147;Notably, Rich was a highly successful division sales manager for Skyline early in his career. The Board is pleased to welcome Rich back to Skyline.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Florea commented, &#147;I have long been an admirer of Skyline and the principled way it has conducted business since Art Decio founded the
Company over 65 years ago. I am excited to return to Skyline and am impressed with its industry leading products and the growth potential of the Company. I look forward to leading the team in its effort to generate long-term shareholder value by
building profitable sales in our core manufactured housing business.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Florea, 52, has more than 27 years of experience with
manufacturing companies, mostly in the recreational vehicle and truck industries. Most recently, he was President and Chief Operating Officer for Truck Accessories Group, LLC, North America&#146;s largest producer of fiberglass caps and tonneaus for
light and mid-sized trucks. From 1998 through 2009, he was with Dutchmen Manufacturing, Inc., a maker of travel trailers, where he helped grow the company&#146;s annual revenues from $95 million to more than $400 million during his nine-year tenure
as President and Chief Operating Officer. He was a division sales manager for Skyline from 1994 to 1998. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>About Skyline Corporation </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Skyline Corporation designs, produces and markets manufactured housing, modular housing and park models to independent dealers and manufactured
housing communities located throughout the United States and Canada. The Company has nine manufacturing facilities in eight states. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Skyline Corporation was originally incorporated in Indiana in 1959, as successor to a business
founded in 1951, and is one of the largest producers of manufactured and modular housing in the United States. Skyline generated net sales of approximately $191.7 million in fiscal 2014. For more information, visit www.skylinecorp.com. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Forward-Looking Statements </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This press
release contains statements regarding our strategic direction and our projected financial and business results, which may be considered forward-looking within the meaning of the U.S. federal securities laws. These statements are subject to known and
unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from those expressed or implied in this press release. Such risk factors include those related to:
consumer confidence and economic uncertainty, availability of wholesale and retail financing, the health of the U.S. housing market as a whole, federal, state and local regulations pertaining to the manufactured housing industry, the cyclical nature
of the housing and park model industries, general or seasonal weather conditions affecting sales, potential impact of natural disasters on sales and raw material costs, potential periodic inventory adjustments by independent retailers, interest rate
levels, impact of inflation, impact of rising fuel costs, cost of labor and raw materials, competitive pressures on pricing and promotional costs, catastrophic events impacting insurance costs, and the availability of insurance coverage for various
risks to the Company. Actual results may differ materially from those contained in the forward-looking statements in this press release. We assume no obligation, and do not intend, to update these forward-looking statements as a result of future
events or developments. Additional information concerning these and other risks factors is contained in the Risk Factors sections of our Form <FONT STYLE="white-space:nowrap">10-K</FONT> for the year ended May&nbsp;31, 2014. </P>
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