UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  [X]
þFiled by a Party other than the Registrant  [_]¨

Check the appropriate box:

NOBILITY HOMES, INC.
(Name of Registrant as Specified in Its Charter)

_________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]     No fee required.

[_]     Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

NOBILITY HOMES, INC.

Notice and Proxy Statement

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD FEBRUARY 29, 2008JULY 19, 2011

TO THE HOLDERS OF COMMON STOCK:

PLEASE TAKE NOTICE that the annual meeting of the shareholders of NOBILITY HOMES, INC. will be held on Friday,Tuesday, the 29^th19th day of February, 2008,July, 2011, at 10:00 A.M. local time, at theour executive offices, 3741 S.W. 7th Street, Ocala, Hilton, 3600 S.W. 36^th Avenue, Ocala, Florida.

The meeting will be held for the following purposes:

To be sure that your shares will be represented at the meeting, please date, sign and return your proxy, even if you plan to attend in person. A form of proxy and a self-addressed, postage prepaid envelope are enclosed. If you do attend the meeting, you may withdraw your proxy and vote in person.

DATED: June 6, 2011

TABLE OF CONTENTS

DATED: February 6, 2008

TABLE OF CONTENTS

Page

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NOBILITY HOMES, INC.

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD FEBRUARY 29, 2008JULY 19, 2011

This proxy material and the enclosed form of proxy are being sent to the shareholders of Nobility Homes, Inc. on or about FebruaryJune 6, 2008,2011, in connection with the solicitation by our board of directors of proxies to be used at the annual meeting of our shareholders. The meeting will be held at the Ocala Hilton, 3600our executive offices, 3741 S.W. 36^th Avenue,7th Street, Ocala, Florida, at 10:00 A.M. local time, on Friday, February 29, 2008.Tuesday, July 19, 2011.

If the enclosed form of proxy is executed and returned, you may revoke it at any time if it has not yet been exercised, by delivering a later dated proxy or written notice of revocation to our corporate secretary or by attending the annual meeting and electing to vote in person. The shares represented by the proxy will be voted unless the proxy is received in such form as to render it not votable. The proxy is in ballot form so that you may specifically grant or withhold authority to vote for the election of each director. Unless you direct otherwise, the shares represented by the proxy will be voted “for” the election of each director nominated by the board of directors. Directors will be elected by a plurality of the votes cast by shares entitled to vote at the meeting. Therefore, assuming the presence of a quorum, abstentions and broker non-votes will have no effect on the outcome of the vote.

Shareholders of record at the close of business on January 30, 2008May 27, 2011 will be entitled to vote. Each share of common stock is entitled to one vote on any matter to come before the meeting. As of January 30, 2008,May 27, 2011, we had 4,108,7044,056,144 shares of common stock outstanding and entitled to vote.

The complete mailing address of our principal executive office is P.O. Box 1659, Ocala, Florida 34478.

PRINCIPAL HOLDERS OF OUR COMMON SHARES

The following table sets forth, as of January 30, 2008,May 27, 2011, information as to our $.10 par value common stock owned beneficially, directly or indirectly, (1) by each person who is known by us to own beneficially more than 5% of our outstanding voting securities, (2) by each director, (3) by each executive officer named in the summary compensation table set forth elsewhere herein and (4) by all directors and executive officers as a group:

*Less than 1%

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PROPOSAL 1: NOMINATION AND ELECTION OF DIRECTORS

At the meeting, a board of five directors will be elected to serve for one year and until the election and qualification of their successors. Your proxy will be voted, unless you withhold authority to do so, for the election as directors of the persons named below, who have been nominated by our current board of directors.

Our bylaws provide that the board of directors shall be made up of no fewer than one nor more than ten directors. The current board of directors has determined that five directors are appropriate for the present time. Proxies cannot be voted for more than five nominees.

Each nominee has consented to being named as such in this proxy statement and is presently available for election. Each nominee presently is a member of the board, having been elected as such at the last annual meeting of the shareholders.

If any nominee should become unavailable, the persons voting the accompanying proxy may, in their discretion, vote for a substitute. Additional information concerning the nominees,

based on data furnished by them, is set forth below. Terry E. Trexler is the father of Thomas W. Trexler.

The board of directors recommends a vote “for” the election of each of the following nominees. Proxies solicited by the board of directors will be so voted unless shareholders specify in their proxies a contrary choice.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under Section 16(a) of the Securities Exchange Act, a Form 4 reporting the acquisition or disposition of Nobility securities by an officer, director or 10% shareholder must be filed with the Securities and Exchange Commission no later than the second business day after the date on which the transaction occurred unless certain exceptions apply. Most transactions not reported on Form 4 must be reported on Form 5 within 45 days after the end of our fiscal year. Based on information provided by our directors and executive officers, during the fiscal year ended November 3, 2007,6, 2010, all required reports were filed on a timely basis.

BOARD OF DIRECTORS AND COMMITTEES

Board Composition

Our board of directors is comprised of five members, a majority of whom are independent directors. The board of directors has determined that our non-management directors, Messrs.

Richard Barberie, Robert Holliday and Robert Saltsman, are all independent according to current NASDAQ rules. During the fiscal year ended November 3, 2007,6, 2010, the board of directors held fourregularfour regular meetings. Our non-management directors meet in executive sessions without management on a regular basis. All directors attended 100% of the meetings of the board of directors and committees of the board on which they served. During

Board Role in Risk Oversight

Our board is actively involved in the year ended November 3, 2007, directors who were not our employees were paid quarterly feesoversight of $2,000 withrisks that could affect the exception of Robert Saltsman,Company. Although this oversight is conducted in part through the chairmancommittees of the auditboard as disclosed in the descriptions of the committees below and in the charters of each of the committees, the full board has retained responsibility for the general oversight of risks. The board satisfies this responsibility through full reports by each committee who received $3,250.chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within the Company.

Risk Considerations in our Compensation Policies

Our board believes that our compensation policies and practices are reasonable and properly align our employees’ interests with those of our shareholders. The board believes that the fact that incentive compensation for our executive officers and other employees is tied to earnings encourages actions that improve the Company’s profitability over the short and long term. In addition, the compensation committee reviews changes to our compensation policies and practices to ensure that such policies and practices do not encourage our executive officers and other employees to take actions that are likely to result in a material adverse effect on the Company.

Board Committees

Our board of directors has established three standing committees; a compensation committee, an audit committee and a nominating committee.

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Compensation Committee. The compensation committee is presently comprised of Messrs. Richard Barberie, Robert Holliday and Robert Saltsman. The compensation committee meets each quarterevaluates the performance of the CEO and other executive officers and recommends to the board of directors the salaries and bonuses, if any, to be paid to the executive officers. The compensation committee has a written charter which is available on our website atwww.nobilityhomes.com. The compensation committee met four timesdid not meet during fiscal year 2007.2010 because no bonuses or compensation changes were being proposed during 2010.

Audit Committee. The audit committee has been established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act. During fiscal 2007,2010, the audit committee was comprised of Messrs. Robert Saltsman, Robert Holliday and Richard Barberie, all of whom are considered independent under current NASDAQ rules. The audit committee has a written charter which establishes the scope of the committee’s responsibilities and how it is to carry out those responsibilities. The audit committee charter charges the committee with overseeing

management’s conduct of our financial reporting process, including: (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, and (3) the independence and performance of our internal and external auditors. The audit committee charter is available on our website atwww.nobilityhomes.com. The audit committee met fourfive times during fiscal 2007.2010.

The board of directors has determined that Mr. Robert Saltsman is the audit committee financial expert, and is independent under current NASDAQ rules.

Nominating Committee. The board of directors has established a nominating committee comprised of Messrs. Robert Saltsman, Robert Holliday and Richard Barberie, all of whom are considered independent under current NASDAQ rules. The nominating committee’s charter is available on our website atwww.nobilityhomes.com. The nominating committee met one time during fiscal year 2010. The nominating committee will consider suggestions for potential director nominees nominated by our board from many sources, including management and our shareholders. Any such nominations, together with appropriate biographical information, should be submitted to the nominating committee no later than October 6, 2011 by sending a letter to our corporate secretary at P.O. Box 1659, Ocala, Florida 34478. The mailing envelope should contain a clear notation indicating that the deadline for submitting shareholder proposals set forth in theenclosed letter is a “Shareholder Proposals and Communication with the Board of Directors” section elsewhere in this proxy statement.Nomination For Director.”

In evaluating director nominees, including candidates submitted by shareholders, the nominating committee will consider the candidate’s experience, integrity, ability to make independent analytical inquiries, understanding of our business environment and willingness to devote adequate time to board duties. The nominating committee will also consider whether a candidate meets the definition of “independent director” under NASDAQ rules. There are no stated minimum criteria for director nominees, and the nominating committee may also consider such other factors as it deems to be in the best interest of Nobility and its shareholders.

COMPENSATION DISCUSSION AND ANALYSIS

OverviewEXECUTIVE COMPENSATION

Overview

The compensation committee of our board of directors established, subject to the approval of the full board of directors, the compensation for our chief executive officer and our chief financial officer, who are our only officers whose total compensation for the fiscal year ended November 3, 20076, 2010 exceeded $100,000. We refer to these individuals as the “named executive officers.”

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        In determining compensation, the compensation committee takes into account a number of factors, including compensation paid by our competitors of similar size. The compensation committee also considers qualitative factors bearing on an individual’s experience, responsibilities, management and job performance to evaluate whether the demands of a particular position are being fulfilled effectively by the relevant individual. The compensation committee evaluates the contributions of our named executive officers to our overall profitability performance during each quarter of the fiscal year. It also evaluates leadership, effectiveness and commitment of our named executive officers, including our chief executive officer. Compensation decisions are primarily based on a qualitative assessment of these factors rather than being formula-driven, with no single factor given more weight than another.

Because we are a small company, our compensation committee has sought to avoid the expense of retaining an outside compensation consultant to assist the committee with compensation plan design. The compensation committee takes into consideration recommendations of our CEO for compensation for officers other than our CEO.

Objectives and Elements of Compensation Program

        Our compensation program is intended to enable us to attract, motivate, reward and retain the executive management talent required to achieve corporate objectives. It is our policy to reward exceptional performance and contributions to the development of our business.

        To attain these objectives, our compensation programs include a competitive base salary coupled with the opportunity to participate in a bonus pool, which is created quarterly as a specified percentage of our earnings before interest and taxes. Our executive compensation program for our named executive officers is relatively uncomplicated, consisting of cash compensation comprised of base salary and a cash bonus. Incentive compensation under our stock option plan also is available but has not been used recently for our named executive officers. No stock options have ever been granted to our chairman, chief executive officer, and president because he already beneficially owns a majority of our outstanding common stock. Our CFO received stock options for 100,000 shares in 1996, all of which he has exercised. Since that time, the compensation committee has used equity grants for other employees. Generally, we do not offer perquisites often provided to executives, such as paid country club memberships, matching charitable contributions, paid financial counseling, or airplanes. We provide a company vehicle to our named executive officers because their positions require then to visit our various retail sales centers. We also provide term life insurance to the named executive officers. We do not have a defined benefit pension plan or any other retirement or deferred compensation plan; however, our named executive officers participate in Nobility Homes 401(k) plan and other health and welfare programs that are available for all other full time employees.

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Base Salary. The compensation committee sets salary levels for named executive officers so as to reflect the duties and level of responsibilities inherent in the position and current

economic conditions relating to our business. In establishing the salary level for a given position,levels, the compensation committee considers comparative salaries paid by other public companies in the industry in which we do business, consisting of the following: Cavalier Homes, Inc., Cavco Industries, Inc., Champion Enterprises, Inc., Fleetwood Enterprises, Inc., Palm Harbor Homes, Inc., and Skyline Corporation. The compensation committee does not, however, target a specific percentile range within the comparative group in setting salaries of our named executive officers. The compensation committee also considers the particular qualifications and level of experience of the individual holding the position in establishing a salary level when the individual is first appointed to a given position.

At his request, our CEO’s base salary has remained fixed for the last fourfive fiscal years because a major incentive for his performance is the value of his substantial stock ownership in Nobility. Our CFO receives the same base salary as our CEO, with the majority of his compensation paid as quarterly incentive compensation. Due to the challenging economic environment in which we currently operate, we did not increase our CFO’s base salary for fiscal 2007, 2008, 2009 or 2008.2010.

Quarterly Incentive Bonuses. We provide certain employees, including the named executive officers, the opportunity to earn a quarterly incentive bonus based on an evaluation of the employee’s individual performance and our performance. The bonus pool is based on a specified percentage earnings before interest and taxes for the quarter. The bonus pool is divided among eligible employees on a discretionary rather than formulaic basis. In considering bonuses for named executive officers other than the chief executive officer,CEO, the compensation committee consults with our chairman and chief executive officerCEO regarding instances of exceptional effort demonstrated by an employee. No named executive officer is automatically entitled to a bonus or a bonus in any particular amount. Due to the downturn in our sales and earnings during fiscal 2007, bonuses to2009 and 2008, neither our named executive officers for the year were smaller than forCEO nor our CFO received a bonus in fiscal 2006.2010 or fiscal 2009.

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EXECUTIVE COMPENSATION

Summary Compensation Table

for fiscal yearyears ended November 3, 20076, 2010 and October 31, 2009

The following table provides information about all compensation awarded to, earned by or paid to our named executive officers during the fiscal yearyears ended November 3, 2007. As permitted by phase-in rules of the Securities6, 2010 and Exchange Commission, we have only included one year of information.October 31, 2009.

(2)

IncludesAll other compensation for Mr. Thomas W. Trexler for fiscal years 2010 and 2009 includes $16,220 in insurance premiums paid or accrued by us on a term insurance policy on the life of Mr. Thomas W. Trexler. In the event of Mr. Trexler’s death, the proceeds will be paid to Mr. Trexler’s designated beneficiaries. The balance consists of the portion of a car allowance attributable to Mr. Trexler’s personal use of a company-provided car.

We did not grant any stock options, restricted stock awards or other equity-based awards to the named executive officers during fiscal 2007. Because quarterly incentive bonuses are entirely discretionary, we have not included a table showing a estimated range of possible cash bonus pay-outs to our named executive officers for fiscal 2007.2010. No equity awards vested for our named executive officers during fiscal 2007,2010 and our named executive officers did not exercise any stock options or hold any stock options or other unvested equity awards at the end of fiscal 2007.2010.

Independent Director Compensation of Directors

For fiscal year ended November 6, 2010

The following table summarizes compensation to independent directors for the fiscal year ended November 6, 2010. Directors who are not employees of Nobility Homes receive a fee of $2,000 payable quarterly. The chairman of the Audit Committee receives an additional $1,250 payable in quarterly installments.

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Independent Director Compensation
For fiscal year ended November 3, 2007

        The following table summarizes compensation to independent directors for the fiscal year ended November 3, 2007.quarterly. We do not provide our independent directors with any compensation, equity awards or other benefits other than cash fees. No directors hold any stock options or other awards under our stock option plan.

COMPENSATION COMMITTEE REPORT

        The compensation committee has reviewed and discussed the Compensation Discussion and Analysis contained in this proxy statement with management and, based on the review and discussion with management, recommended to the board of directors that it should be included herein.

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AUDIT COMMITTEE REPORT

The purpose of the audit committee is to assist the board of directors in its oversight of management’s conduct of our financial reporting process. During the fiscal year ended November 3, 2007,6, 2010, the audit committee was comprised of Messrs. Robert Saltsman, Robert Holliday and Richard Barberie, each of whom is “independent” under current NASDAQ rules. For the fiscal year ended November 3, 20076, 2010 the audit committee:

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CERTAIN TRANSACTIONS

        The audit committee has adopted written policiesDuring the fiscal years ended 2010 and procedures for the committee to review and approve or ratify2009, there have been no related party transactions involving us, any of our executive officers, directors or 5% or more shareholders or any of their family members. These transactions include:

        Transactions that are deemed immaterial under SEC disclosure requirements are generally deemed pre-approved under these written policies and procedures, including transactions with a company with which oneshareholder approval, the Nobility Homes, Inc. 2011 Stock Incentive Plan (the “Plan”), providing for the issuance of our director’s sole relationship is as a non-employee director and the total amount involved does not exceed 1% of the other company’s total annual revenues.

        Criteria for audit committee approval or ratification of related party transactions include:

        Our audit committee has approved the following related party transactions:

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Plan Category		Number of securities to  be issued upon the exercise of outstanding options, warrants and rights				Weighted-average exercise  price  of outstanding options, warrants and  rights				Number of  securities remaining available for future issuance under equity compensation plans (excluding securities  reflected in the first column)
Equity compensation plans approved by security holders(1)			120,110			$	22.34				178,650
Equity compensation plans not approved by security holders			0				—				0
Total			120,110			$	22.34				178,650

(1)	Includes the Nobility Homes Stock Incentive Plan, which was previously approved by our shareholders.

INDEPENDENT CERTIFIEDREGISTERED PUBLIC ACCOUNTING FIRM

On June 5, 2007, we wereMay 4, 2010, Nobility Homes, Inc. notified that certain partners of Tedder, James, Worden & Associates, P.A. (“Tedder, James”) had merged with McGladrey & Pullen, LLP, (“McGladrey”) and that Tedder, James would no longer be our auditor. McGladrey was appointed as the Company’s newindependent registered auditor onsince June 8, 2007. This change2007, that it was dismissed as independent registered auditor for the Company. The decision to dismiss McGladrey & Pullen, LLP was recommended and approved by the audit committee.committee of the Company’s Board of Directors on May 4, 2010.

The audit reports of Tedder, JamesMcGladrey & Pullen, LLP on ourthe consolidated financial statements of Nobility Homes, Inc. and subsidiaries as of and for the years ended November 4, 2006fiscal years ended

October 31, 2009 and November 5, 2005, and the subsequent interim period through June 8, 2007,1, 2008 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

In connection with the audits of ourthe Company’s consolidated financial statements for each of the fiscal years ended November 4, 2006October 31, 2009 and November 5, 20051, 2008 and the subsequent interim period through June 8, 2007,May 4, 2010, there were: (1) no disagreements between usthe Company and Tedder, JamesMcGladrey & Pullen, LLP on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Tedder, James,McGladrey & Pullen, LLP, would have caused Tedder, James,McGladrey & Pullen, LLP to make reference to the subject matter of the disagreement in their reports on ourthe Company’s financial statements for such years, and (2) no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

        During our two most recent fiscal years ended November 4, 2006 and November 5, 2005 and through June 8, 2007, we did not consult withA copy of the letter dated May 7, 2010 furnished by McGladrey on (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on our financial statements, and McGladrey did not provide either a written report or oral advice to us that McGladrey concluded was an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) the subject of any disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

        A letter from Tedder, James& Pullen, LLP is attached as an exhibitExhibit 16.1 to our current report on Form 8-K filed with the Securities and Exchange Commission on June 11, 2007.May 7, 2010.

The board of directors has selected McGladreyCrowe Horwath, LLP to serve as our independent certified public accountants for the current fiscal year ending November 1, 2008.5, 2011. A representative of McGladreyCrowe Horwath is expected to be present at the annual meeting of shareholders and will be accorded the opportunity to make a statement, if he or she so desires, and to respond to appropriate questions from shareholders.

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The following table provides information relating to the fees Crowe Howath and McGladrey RSM McGladrey, Inc. (an affiliate of McGladrey) and Tedder, JamesPullen, LLP billed or will bill to us for the fiscal years ended November 3, 20076, 2010 and November 4, 2006.October 31, 2009.

All decisions regarding selection of independent accounting firms and approval of accounting services and fees are made by our audit committee in accordance with the provisions of the Sarbanes-Oxley Act of 2002. There are no exceptions to the policy of securing pre-approval of our audit committee for any service provided by our independent accounting firm.

SHAREHOLDER PROPOSALS AND

COMMUNICATION WITH THE BOARD OF DIRECTORS

Any shareholder desiring to present a proposal to be included in our proxy statement pursuant to Rule 14a-8 for the next annual meeting of the shareholders scheduled to be held in early March 2009,2012, should submit a written copy of such proposal to our principal offices no later than October 9, 2008.6, 2011. Notice of a shareholder proposal submitted otherwise than pursuant to Rule 14a-8 will be considered untimely if received after December 8, 2008,20, 2011, and the persons named in proxies solicited by our board for the annual meeting of shareholders to be held in 20092012 may exercise discretionary voting power with respect to any such proposal as to which we do not receive timely notice. Proposals should be submitted by certified mail, return receipt requested.

Shareholders who wish to communicate with the board of directors or with a particular director may send a letter to our corporate secretary at P.O. Box 1659, Ocala, Florida 34478. The mailing envelope should contain a clear notation indicating that the enclosed letter is a “Shareholder-Board Communication” or “Shareholder-Director Communication.” All such letters should identify the author as a shareholder and clearly state whether the intended recipients are all members of the board or just certain specified individual directors. Our corporate secretary will make copies of all such letters and circulate them to the appropriate director or directors.

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We do not have a formal policy requiring directors to attend annual meetings. However, because the annual meeting generally is held on the same day as a regular board meeting, we anticipate that directors wouldwill attend the annual meeting unless, for some reason, they are unable to attend the board meeting on the same date. All directors attended the 20072010 annual meeting.

ANNUAL REPORT

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF

PROXY MATERIALS FOR THE SHAREHOLDER MEETING

TO BE HELD ON JULY 19, 2011

A copy of our annual report for the fiscal year ended November 3, 2007,6, 2010 accompanies this proxy statement. AnyThe proxy statement and our annual report to shareholders are also available online at: www.nobilityhomes.com/investor relations. A shareholder who would like to obtain an additional copy of the proxy statement or annual report may obtain one by (i) writing to our corporate treasurersecretary at Post Office Box 1659, Ocala, Florida 3447834478; (ii) by calling our corporate secretary at the following toll-free number 1-800-476-6624; or (iii) by visitingdownloading a copy at www.nobilityhomes.com/investor relations. A shareholder who would like to obtain directions to the annual meeting may (i) write to our websitecorporate secretary atwww.nobilityhomes.com. the address above or (ii) call the corporate secretary at the toll-free number listed above.

OTHER MATTERS

Management does not know of any other matters to come before the meeting. However, if any other matters properly come before the meeting, it is the intention of the persons designated as proxies to vote in accordance with their best judgment on such matters.

EXPENSES OF SOLICITATION

The cost of soliciting proxies will be borne by us. We do not expect to pay any compensation for the solicitation of proxies but may reimburse brokers and other persons holding stock in their names, or in the names of nominees, for their expenses of sending proxy material to principals and obtaining their proxies.

Please specify your choices, date, sign and return the enclosed proxy in the enclosed envelope, postage for which has been provided. A prompt response is helpful. Your cooperation will be appreciated.

Appendix A

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|X|       PLEASE MARK VOTES                                   REVOCABLE PROXY
            AS IN THIS EXAMPLE                                  NOBILITY HOMES, INC.

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS February 29, 2008
2011 STOCK INCENTIVE PLAN
Article I Purpose
1.1 The purpose of this Nobility Homes, Inc. 2011 Stock Incentive Plan (“Plan”) is to assist Nobility Homes, Inc. and its Affiliates in attracting and retaining highly competent individuals to serve as Employees and Non-Employee Directors who will contribute to the Company’s success, and in motivating such persons to achieve long-term objectives which will inure to the benefit of all shareholders of the Company.
Article II Definitions
2.1Affiliate With-   For all
                                                                                                                                                                                                               For    hold    Except
                                                                                                                                                Proposal 1.     Electionshall have the meaning ascribed to such term in Rule 12b-2 under the Exchange Act. Notwithstanding the foregoing, for purposes of Directors           |_|    |_|          |_|
                                                                                                                                                                        nominateddetermining those individuals to whom an Option or Stock Appreciation Right may be granted, the term “Affiliate” means any entity that, directly or through one or more intermediaries, is controlled by or is under common control with the Company within the meaning of Code Sections 414(b) or (c); provided that, in applying such provisions, the phrase “at least 20 percent” shall be used in place of “at least 80 percent” each place it appears therein.
2.2Award means any award made under the Plan. Any Award granted under this Plan shall be provided or made in such manner and at such time as complies with the applicable requirements of Code Section 409A to avoid a plan failure described in Code Section 409A(a)(1), including, without limitation, deferring payment to a specified employee or until a specified distribution event, as provided in Code Section 409A(a)(2).
2.3Award Agreement means a written agreement or other document specifically setting forth the terms and conditions of an Award.
2.4Board means the Board of Directors (exceptof the Company.
2.5Change of Control means the occurrence of any one of the following events:
(a) any one person, or more than one person acting as markeda group, other than Excluded Persons, acquires ownership of common stock of the Company that, together with common stock held by such person or group, possesses more than fifty percent (50%) of the total fair market value or total voting power of the common stock of the Company; provided, however, that if any one person, or more than one person acting as a group, is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the common stock of the Company, the acquisition of additional common stock by the same person or persons will not be considered a Change in Control. Notwithstanding the foregoing, an increase in the percentage of common stock of the Company owned by any one person, or persons acting as a group, as a result of a transaction in which the Company acquires its common stock in exchange for property will be treated as an acquisition of common stock of the Company for purposes of this clause (i);
(b) during any period of twelve (12) consecutive months, individuals who at the beginning of such period constituted the Board (together with any new or replacement directors whose election by the Board, or whose nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the directors then in office; or
(c) any one person, or more than one person acting as a group, other than Excluded Persons, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by the person or persons) assets from the Company, outside of the ordinary course of business, that have a gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For purposes of this Section 2.5(c), “gross fair market value” means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. Notwithstanding anything to the contrary below)in this Agreement, the following shall not be treated as a Change in Control under this Section 2.5(c):
(i)
a transfer of assets from the Company to a shareholder of the Company (determined immediately before the asset transfer);
(ii)
a transfer of assets from the Company to an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company or Excluded Persons;
(iii)
a transfer of assets from the Company to a person, or more than one person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding capital stock of the Company; or
(iv)
a transfer of assets from the Company to an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a person described in clause (iii) above.
Notwithstanding the foregoing, no “Change in Control” shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions, or if the sole purpose of the transaction is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the Persons who held the Company’s securities immediately before such transaction.
With respect to an Award that is considered deferred compensation subject to Code Section 409A, a “Change in Control” shall not be deemed to have occurred unless such event also satisfies the requirements of a change of control under Code Section 409A.
For purposes hereof, “Excluded Persons” means (1) any member of the Trexler family, or any group consisting of the foregoing persons; (2) any entity in which any person or group described in (1) owns more than fifty percent (50%) of the voting securities of such entity; (3) any trust established for the benefit of any person or group of persons referenced in (1) and/or (2); (4) any group consisting of the foregoing persons and/or entities; or (5) any employee benefit trust maintained by the Company.
2.6Code means the Internal Revenue Code of 1986, as amended from time to time. Any reference to a particular provision of the Code shall include the regulations promulgated thereunder and any subsequently enacted successor provision thereto.
2.7Committeemeans a committee of the Board designated by the Board to administer the Plan, which committee shall be composed of not less than two directors, each of whom shall qualify as an “outside director,” as defined in Section 162(m) of the Code, in the event that and so long as the Company shall be subject to such provision, and as a “Non-Employee Director” within the meaning of Rule 16b-3, in the event that and so long as the Company shall have a class of securities registered under Section 12 of the Exchange Act.
2.8Company means Nobility Homes, Inc., or any successor thereto.
2.9Employee means any officer or other employee of the Company or of any Affiliate.
2.10Exchange Act means the Securities Exchange Act of 1934, as amended. Any reference to a particular provision of the Exchange Act shall include the regulations promulgated thereunder and any subsequently enacted successor provision thereto.
2.11 Fair Market Value means, per Share on a particular date, the closing sales price on such date on the national securities exchange on which the Shares are then traded, as reported in The undersigned,  having receivedWall Street Journal or other online sources, or if no sales of Shares occur on the Noticedate in question, on the last preceding date on which there was a sale on such exchange. If the Shares are not listed on a national securities exchange, but are traded in an over-the-counter market, the last sales price (or, if there is no last sales price reported, the average of Annual Meetingthe closing bid and asked prices) for the Shares on the particular date, or on the last preceding date on which there was a sale of ShareholdersShares on that market, will be used. If the Shares are neither listed on a national securities exchange nor traded in an over-the-counter market, the price determined by the Committee, in its discretion, will be used. Notwithstanding the foregoing, in the case of the sale of Shares on an exchange or market, the actual sale price shall be the Fair Market Value of such Shares. With respect to any property other than Shares, Fair Market Value means the fair market value of such property determined by such methods as shall be established from time to time by the Committee.
2.12Incentive Stock Option means an Option that meets the requirements of Code Section 422.
2.13Insider means a Participant who is subject to Section 16 of the Exchange Act.
2.14Non-Employee Director means a member of the Board who is not an employee of the Company or any Affiliate.
2.15Non-Qualified Stock Option means an Option that is not an Incentive Stock Option.
2.16Option means any option to purchase Shares granted pursuant to the Plan.
2.17Participant shall mean any Employee or any Non-Employee Director granted an Award.
2.18Performance Award means the right to receive a payment (measured by (i) the Fair Market Value of a specified number of Shares at the end of the Award period, (ii) the increase in the Fair Market Value of a specified number of Shares during the Award period or (iii) a fixed cash amount payable at the end of the Award period) contingent upon the extent to which one or more Performance Goals have been met during an Award period. Payment may be made in cash, in Shares or a combination of the two, as the Committee determines.
2.19Performance Goals means any goals the Committee establishes that relate to one or more of the following with respect to the Company or any one or more Affiliates or other business units: net earnings; net earnings attributable to common shareholders; operating income; income from continuing operations; net sales; cost of sales; gross income; earnings (including before taxes, and/or interest and/or depreciation and Proxy  Statement  appoints Terry E. Trexleramortization); net earnings per share (including diluted earnings per share); price per share; cash flow; net cash provided by operating activities; net cash provided by operating activities less net cash used in investing activities; net operating profit; pre-tax profit; ratio of debt to debt plus equity; return on shareholder equity; total shareholder return; return on capital; return on assets; return on equity; return on investment; return on revenues; operating working capital; working capital as a percentage of net sales; cost of capital; average accounts receivable; economic value added; performance value added; customer satisfaction; customer loyalty and/or retention; employee safety; employee engagement; market share; system reliability; cost structure reduction; regulatory outcomes; diversity; cost savings; operating goals; operating margin; profit margin; sales performance; and Jean
Etheredge,  andinternal sales growth. As to each or eitherPerformance Goal, the relevant measurement of them, as proxies,performance shall be computed in accordance with full power of
substitution and  resubstitution,  to representgenerally accepted accounting principles, but, unless otherwise determined by the undersignedCommittee and to Terry E. Trexler, Richard C. Barberie, Robert P.
votethe extent consistent with Code Section 162(m), will exclude the effects of the following: (i) charges for reorganizing and restructuring, (ii) discontinued operations, (iii) asset write-downs, (iv) gains or losses on the disposition of a business, (v) mergers, acquisitions or dispositions, and (vi) extraordinary, unusual and/or non-recurring items of gain or loss, that in all of the foregoing the Company identifies in its audited financial statements, including footnotes, or the Management’s Discussion and Analysis section of the Company’s annual report. Also, the Committee may, to the extent consistent with Code Section 162(m), appropriately adjust any evaluation of
performance under a Performance Goal to exclude any of the following events that occurs during a performance period: (i) litigation, claims, judgments or settlements; (ii) the effects of changes in laws or regulations affecting reported results; and (iii) changes in tax or accounting principles, regulations or laws. In addition, in the case of Awards that the Committee determines will not be considered performance-based compensation under Code Section 162(m), or for purposes of reducing the amount payable under an Award that is considered performance-based compensation under Code Section 162(m), the Committee may establish other Performance Goals not listed in this Plan. Where applicable, the Performance Goals may be expressed, without limitation, in terms of attaining a specified level of the particular criterion or the attainment of an increase or decrease (expressed as absolute numbers or a percentage) in the particular criterion or achievement in relation to a peer group or other index. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be paid (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur).
2.20Planmeans the Nobility Homes, Inc. 2011 Stock Incentive Plan as set forth herein, and as the same may be amended from time to time.
2.21Restricted Stock means a Share that is subject to a risk of forfeiture or restrictions on transfer, or both a risk of forfeiture and restrictions on transfer.
2.22Restricted Stock Unit means the right to receive a payment equal to the Fair Market Value of one Share. Payment may be made in cash, in Shares or a combination of the two, as the Committee determines.
2.23Rule 16b-3 means Rule 16b-3 as promulgated by the Securities and Exchange Commission under Section 16(b) of the Exchange Act, as such rule may be amended from time to time, and any successor rule.
2.24Shares mean the shares of common stock of Nobility  Homes,  Inc.the Company and such other securities or property as may become subject to Awards pursuant to an adjustment made under Section 4.3 of the Plan.
2.25Stock Appreciation Rights mean Awards granted pursuant to Section 5.2.
2.26Ten Percent Shareholder means a person owning common stock of the Company or an Affiliate possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company as defined in Section 422 of the Code.
Article III Administration
3.1Committee Administration. The Committee shall administer the Plan. If at any time the Committee shall not be in existence, the Board shall administer the Plan and all references herein to the Committee shall mean the Board. Subject to the terms of the Plan and applicable law, in addition to the rights specifically afforded the Committee hereunder, the Committee shall have full power and authority to: (i) select the Employees and Non-Employee Directors who will be Participants; (ii) determine the type, amount, duration, and other terms and conditions of each Award (including whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards, or other property and whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, other property, and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee (provided that any such deferral is in accordance with Code Section 409A)); (iii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (iv) waive any conditions or other restrictions with respect to an Award, prospectively or retroactively; (v) amend, alter, suspend, discontinue, or terminate any Award, prospectively or retroactively, (vi) correct any defect, supply any omission, or reconcile any inconsistency in the Plan, any Award or any Award Agreement in the manner and to the extent it shall deem desirable to carry the Plan or such Award into effect; (vii) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (viii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan or any Award.
3.2Delegation of Authority. To the extent permitted by applicable law and stock exchange rules, the Board may, in its discretion, delegate to another committee of the Board or to one or more officers of the Company, or the Committee may delegate to one or more officers of the Company, any or all of their respective authority and responsibility; provided that no such delegation is permitted with respect to Awards granted to Participants subject to Section 16 of the Exchange Act or Section 162(m) of the Code. To the extent that the Board or Committee has delegated such authority and responsibility, all references to the Board or Committee herein shall include such other committee or one or more officers. Unless otherwise expressly provided in the Plan, all determinations, interpretations, and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time, and shall be final, conclusive, and binding upon all persons.
3.3Indemnification. No member or former member of the Board, the Committee, or any delegee of the Board or Committee pursuant to Section 3.2 shall be liable for any action or inaction or determination made in good faith with respect to the Plan or any Award. To the maximum extent permitted by applicable law and by the Company’s Articles of Incorporation and Bylaws, each such person shall be indemnified and held harmless by the Company against any cost or expense and liability (including any sum paid in settlement of a claim with the approval of the Company), whicharising out of any act or omission to act in connection with the Holliday, Robert P. SaltsmanPlan. Costs and Thomas W. Trexler
undersignedexpenses to be indemnified hereunder shall include reasonable attorney’s fees and expenses as incurred, provided that the person being indemnified agrees to repay in full amounts advanced hereunder in the event of a final determination by a court that such person is not entitled to voteindemnification hereunder.
Article IV Shares
4.1Number of Shares Available. Subject to Section 4.3, the maximum number of Shares which may be issued under the Plan and as to which Awards may be granted is 300,000 Shares, any or all of which may be issued pursuant to the exercise of Incentive Stock Options. Shares may be issued from authorized but unissued shares or from treasury shares.
4.2Shares Subject to Terminated Awards. The (i) Shares covered by any unexercised portions of terminated Options, and (ii) Shares subject to any Awards which are otherwise surrendered by the Participant and as to which Shares no Participant has received any payment or other benefit of ownership with respect thereto, may again be subject to new Awards, including Incentive Stock Options. In the event the exercise price of an Option is paid in whole or in part through the delivery of Shares or the surrender of an unexercised Option, the gross number of Shares issuable in connection with the exercise of the Option shall not again be available for the grant of Awards under the Plan. Shares used to measure the amount payable to a Participant in respect of an earned Performance Award and Shares issued in payment of Performance Awards which are denominated in cash amounts shall not again be available for the grant of Awards under the Plan.
4.3Adjustments. If (i) the Company shall at any time be involved in a merger or other transaction in which Shares are changed or exchanged; (ii) the Company shall subdivide or combine Shares or the Company shall declare a dividend payable in Shares, other securities or other property; (iii) the Company shall effect a cash dividend the amount of which, on a per Share basis, exceeds ten percent (10%) of the Fair Market Value of a Share at the Annual Meetingtime the dividend is declared, or the Company shall effect any other dividend or other distribution on the Shares in the form of Shareholderscash, or a repurchase of Shares, that the Committee determines by resolution is special or extraordinary in nature or that is in connection with a transaction that is a recapitalization or reorganization involving Shares; or (iv) any other event shall occur, which, in the case of this subsection (iv), in the judgment of the Committee necessitates an adjustment to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares subject to the Plan and which thereafter may be made the subject of Awards, including Incentive Stock Options, (ii) the number of Shares described in Sections 5.3 and 6.2, (iii) the number and type of Shares subject to outstanding Awards, and (iv) the grant, purchase, or exercise price with respect to any Award; or, in lieu thereof and if deemed appropriate, make provisions for a cash payment to the holder of an outstanding Award. In addition, in the event the Company or any Affiliate shall assume outstanding awards or the right or obligation to make future awards in connection with the acquisition of another business or another corporation or business entity, then the Committee may make such adjustments, not inconsistent with the terms of the Plan, in the terms of Awards granted to Participants as it shall deem appropriate in order to achieve reasonable comparability or other equitable relationship between the assumed awards and the Awards granted to Participants. The Committee also may make such other adjustments as it deems necessary to take into consideration any other event (including accounting changes) if the Committee determines that such adjustment is appropriate to avoid distortion in the operation of the Plan. However, in each case, (x) no adjustment with respect to Awards of Incentive Stock Options shall be authorized hereunder to the extent that such authority would cause the Plan to violate
Section 422(b)(1) of the Code, (y) any adjustment with respect to Awards of Options or Stock Appreciation Rights that are exempt from Code Section 409A shall comply with the provisions of Treasury Regulation Section 1.409A-1(b)(5)(v)(B) and (z) Awards shall only be subject to such adjustments as shall be necessary to maintain the proportionate interest of the Participant and preserve, without exceeding, the value of the Awards.
Notwithstanding the foregoing, if the Company shall subdivide the Shares or the Company shall declare a dividend payable in Shares, and if no action is taken by the Committee, then the adjustments contemplated by this Section 4.3 that are proportionate shall nevertheless automatically be made as of the date of such subdivision of the Shares or dividend in Shares.
Article V Stock Options and Stock Appreciation Rights
5.1Grant of Option. The Committee is hereby authorized to grant Options to Employees and Non-Employee Directors with such terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine.
(a)Exercise Price; Grant Date; Term. The exercise price per Share purchasable under an Option shall be determined at the time of grant and shall be not less than 100% of the Fair Market Value of a Share on the date of grant of such Option; provided, however if an Incentive Stock Option is granted to a Ten Percent Shareholder, the exercise price per share shall be no less than 110% of the Fair Market Value of a Share on the date of grant. The Committee shall determine the grant date of each Option, which shall not be any day prior to the date that the Committee approves the grant, and the term of each Option, which shall not be longer than ten years after the date the Option is granted.
(b)Exercisability and Method of Exercise. An Option Award may contain such Performance Goals and waiting periods, and shall become exercisable in such manner and within such period or periods and in such installments or otherwise, as shall be determined by the Committee at the time of grant. The Committee shall also determine the method by which, and the form (including, without limitation, cash, Shares, other securities, other Awards, or other property, or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price), in which payment of the Option exercise price may be made (including net exercise or payment in accordance with a cashless exercise program under which, if so instructed by the Participant, Shares may be issued directly to the Participant’s broker or dealer upon receipt of the purchase price in cash from the broker or dealer).
(c)Incentive Stock Options. The terms of any Incentive Stock Option shall comply in all respects with the provisions of Code Section 422. Non-Employee Directors are not eligible to be granted Incentive Stock Options. Notwithstanding any provision in the Plan to the contrary, no Incentive Stock Option may be granted hereunder after the tenth anniversary of the date of adoption of the Plan by the Board.
(d)Incentive Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined as of the time of grant) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by an Employee Participant during any calendar year under the Plan and/or any other stock option plan of the Company or any Affiliate (which is
required to be taken into account under Code Section 422) exceeds $100,000, such Options shall be treated as Non-Qualified Stock Options. Should any of the foregoing provisions not be necessary in order for the Options to quality as Incentive Stock Options, or should any additional provisions be required, the Committee may amend the Plan accordingly, without the necessity of obtaining the approval of the shareholders of the Company, except as otherwise required by law.
5.2Stock Appreciation Rights. The Committee is hereby authorized to grant Stock Appreciation Rights to Employees and Non-Employee Directors, in such amounts as it shall determine. Subject to the terms of the Plan and any applicable Award Agreement, a Stock Appreciation Right granted under the Plan shall confer on the holder thereof a right to receive, upon exercise thereof, the excess of (i) the Fair Market Value of one Share on the date of exercise over (ii) the grant price of the Stock Appreciation Right as specified by the Committee, which shall not be less than 100% of the Fair Market Value of one Share on the date of grant of the Stock Appreciation Right. The Committee shall determine all other terms and conditions of a Stock Appreciation Right, including but not limited to the term (which shall not be longer than ten years after the date the Stock Appreciation Right is granted), methods of exercise, and methods of settlement (including whether Stock Appreciation Rights will be settled in cash, Shares, other securities, other Awards, or other property, or any combination thereof). The Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it may deem appropriate.
5.3Compliance With Code Section 162(m). Notwithstanding any other provision of the Plan, the maximum number of Shares with respect to which Options and Stock Appreciation Rights, in the aggregate, may be awarded to any individual Employee Participant during any fiscal year is 150,000 Shares. For purposes of this limitation, Shares subject to Options and Stock Appreciation Rights which are cancelled shall be counted against the maximum number of Shares with respect to which Options and Stock Appreciation Rights may be awarded to any individual Employee under the Plan, and if the exercise price of Options or the grant price of Stock Appreciation Rights is changed (other than pursuant to an adjustment under Section 4.3 or Section 7.3 hereof), the transaction shall be treated as a cancellation of the Option or Stock Appreciation Right and a grant of a new Option or Stock Appreciation Right, as the case may be. The Committee at any time may in its sole discretion limit the number of Options and/or Stock Appreciation Rights that can be exercised in any taxable year of the Company, to the extent necessary to prevent the application of Section 162(m) of the Code (or any similar or successor provision), provided that the Committee may not postpone the earliest date on which Options or Stock Appreciation Rights can be exercised beyond the last day of the stated term of such Options or Stock Appreciation Rights.
Article VI Other Share-Based Awards
6.1Grant of Other Awards. Other Awards, valued in whole or in part by reference to, or otherwise based on, Shares, including but not limited to Performance Awards, shares of Restricted Stock, and Restricted Stock Units, may be granted either alone or in addition to or in conjunction with other Awards for such consideration, if any, and in such amounts and having such terms and conditions as the Committee may determine, subject to the following limitations:
(a) Any Award that provides for purchase rights with respect to Shares shall be priced at no less than 100% of Fair Market Value on the grant date of the Award.
(b) In the case of any Award of Restricted Stock or Restricted Stock Units subject to restrictions that lapse solely over a specified period of time, no such restrictions may lapse as to any portion of such Award before the first anniversary of the date such Award was granted, as to two-thirds of such Award before the second anniversary of the date such Award was granted, or as to the remaining one-third of such Award before the third anniversary of the date such Award was granted; provided that Committee may provide that the Award will be deemed earned in whole or in part upon the Participant’s termination of employment as a result of death or disability, or upon a Change of Control, and with respect to Awards that are not intended to qualify as performance-based compensation under Section 162(m) of the Code, upon the Participant’s retirement.
(c) In the case of any Award that vests, or that is realized, upon the achievement of one or more Performance Goals, the Award must have a performance period of at least one fiscal year of the Company; provide that the Committee may provide that the Award will be deemed earned in whole or in part upon the Participant’s termination of employment as a result of death or disability, or upon a Change of Control, and with respect to Awards that are not intended to qualify as performance-based compensation under Section 162(m) of the Code, upon the Participant’s retirement.
(d) The total number of Awards made under this Article VI that do not constitute Performance Awards, Restricted Stock or Restricted Stock Units and that are valued by reference to the full value of Shares shall be limited to not more than 10% of the total number of Shares available under the Plan pursuant to Section IV.A.
6.2Participant Limits. Subject to Section 4.3, no Participant may be granted Awards under this Article VI that could result in such Participant:
(a) receiving Awards of Restricted Stock or Restricted Stock Units relating to more than 150,000 shares during any fiscal year of the Company;
(b) receiving, with respect to a Performance Award, payment of more than $2,000,000 in respect of any performance periods beginning in the same fiscal year of the Company; or
(c) receiving other Share-based Awards with an aggregate Fair Market Value of more than $2,000,000, determined as of the date of grant, during any fiscal year of the Company.
Article VII Terms Applicable to All Awards Granted Under the Plan
7.1Award Agreement. No person shall have any rights under any Award granted under the Plan unless and until the Company and the Participant to whom such Award shall have been granted shall have executed and delivered an Award Agreement or received any other Award acknowledgment authorized by the Committee expressly granting the Award to such person and containing provisions setting forth the terms of the Award. If there is any conflict between the provisions of an Award Agreement and the terms of the Plan, the terms of the Plan shall control.
7.2Awards May Be Granted Separately or Together; No Limitations on Other Awards. Awards may be granted either alone or in addition to, in tandem with, or in substitution for any other Award or any award granted under any other plan of the Company or any Affiliate, and the terms and conditions of an Award need not be the same with respect to each Participant.
7.3Change of Control; Acceleration; Cancellation. The Committee may specify in any Award Agreement the effect of a Change of Control upon such Award. If the Award Agreement, or any other agreement between the Participant and the Company or an Affiliate, does not specify the effect of a Change of Control on the Award, then:
(a) Upon such Change of Control, if the successor or surviving corporation (or parent thereof) so agrees, then, without the consent of any Participant (or other person with rights in an Award), some or all outstanding Awards may be assumed, or replaced with the same type of award with similar terms and conditions, by the successor or surviving corporation (or parent thereof) in the Change of Control transaction. If applicable, each Award which is assumed by the successor or surviving corporation (or parent thereof) shall be appropriately adjusted, immediately after such Change of Control, to apply to the number and class of securities which would have been issuable to the Participant upon the consummation of such Change of Control had the Award been exercised, vested or earned immediately prior to such Change of Control, and such other appropriate adjustments in the terms and conditions of the Award shall be made.
(b) If the provisions of paragraph (a) do not apply with respect to any particular outstanding Award, then the Committee may, in its discretion and without the consent of any Participant (or other person with rights in an Award) affected thereby, determine that, upon or immediately prior to the Change of Control, any or all outstanding Awards shall become vested or deemed earned and any or all outstanding Awards, whether or not then vested or earned, shall be cancelled as of the date of the Change of Control in exchange for a payment in cash and/or Shares (which may include shares or other securities of any surviving or successor entity or the purchasing entity or any parent thereof) equal to: (1) in the case of an Option or Stock Appreciation Right, the excess of the Fair Market Value of the Shares on the date of the Change of Control covered by the vested portion of the Option or Stock Appreciation Right that has not been exercised over the exercise or grant price of such Shares under the Award, provided that if such excess is zero, then the Option or Stock Appreciation Right shall be cancelled without payment therefor; (2) in the case of Restricted Stock, Restricted Stock Units or any similar full-value Share-based Award, the Fair Market Value of a Share on the date of the Change of Control multiplied by the number of vested Shares or equivalents, as applicable,
subject to such Award; and (3) in the case of Performance Awards measured in relation to a value other than the Fair Market Value of a Share, the amount earned or deemed earned under such award.
(c) In the event that the Company terminates the Participant’s employment or service without cause (as defined in the Award Agreement or, if not defined therein, as defined by the Committee) or the Participant terminates the Participant’s employment or service for good reason (as defined in the Award Agreement or, if not defined therein, as defined by the Committee), in each case within two years following a Change of Control, then the following provisions shall apply to any assumed Awards or replacement awards described in paragraph (a) and any Awards not cancelled in connection with the Change of Control pursuant to paragraph (b):
(i)
Effective upon the date of the Participant’s termination of employment or service, all outstanding Awards or replacement awards automatically shall vest or be deemed to have been earned (assuming the target performance goals provided under such Award or replacement award were met, if applicable); and
(ii)
(ii) With respect to Options or Stock Appreciation Rights, at the election of the Participant, such Awards or replacement awards shall be cancelled as of the date of such termination in exchange for a payment in cash and/or Shares (which may include shares or other securities of any surviving or successor entity or the purchasing entity or any parent thereof) equal to the excess of the Fair Market Value of the Shares on the date of such termination covered by the portion of the Option or Stock Appreciation Right that has not been exercised over the exercise or grant price of such Shares under the Award.
7.4Issuance or Assumption. Notwithstanding any other provision of this Plan, and without affecting the number of Shares otherwise reserved or available under this Plan, in connection with any merger, consolidation, acquisition of property or stock, or reorganization, the Board may authorize the issuance in exchange for the cancellation or assumption of awards under this Plan upon such terms and conditions as it may deem appropriate.
7.5Limitations on Transfer of Awards. Except as determined otherwise by the Committee, the rights and interest of a Participant under the Plan may not be assigned, alienated, sold, or transferred other than by will or the laws of descent and distribution or pursuant to a domestic relations order as defined by the Code, or the rules thereunder; provided, however, that a Participant may at the discretion of the Committee, be entitled (i) to designate a beneficiary or beneficiaries to exercise his or her rights, to receive any property distributable, with respect to any Award upon the death of the Participant, and (ii) to transfer an Award (other than an Incentive Stock Option) without consideration to such Participant’s children, grandchildren and/or spouse (or to one or more trusts for the benefit of any such family members or to one or more partnerships in which any such family members are the only partners). Except as determined otherwise by the Committee or except to the extent that a transfer of an Award has been permitted hereunder by the Committee, during the lifetime of a Participant, only the Participant personally, or if permissible under applicable law, such individual’s guardian or legal representative, may exercise rights under the Plan. No Award, and no right under any such
Award, may be pledged, alienated, attached, or otherwise encumbered, and any purported pledge, alienation, attachment, or encumbrance thereof shall be void and unenforceable against the Company or any Affiliate.
7.6Taxes. The Company shall be entitled to withhold (or secure payment from the Participant in lieu of withholding) the amount of any withholding or other tax required by law to be withheld or paid by the Company in connection with such Participant’s Award, and the Company may defer payment or issuance of the cash or Shares upon the grant, exercise or vesting of an Award until a Participant has provided payment for any such tax. The Committee may prescribe in each Award Agreement one or more methods by which the Participant will be permitted or required to satisfy his or her tax withholding obligation, which methods may include, without limitation, the payment of cash by the Participant to the Company and the withholding from the Award, at the appropriate time, of a number of Shares sufficient, based upon the Fair Market Value of such Shares, to satisfy such tax withholding requirements; provided that the amount to be withheld may not exceed the total minimum federal, state and local tax withholding obligations associated with the transaction to the extent needed for the Company to avoid an accounting charge.
7.7Rights and Status of Recipients. No employee shall have any right to be granted an Award. Neither the Plan nor any action taken hereunder shall be construed as giving any employee any right to be retained in the employ of the Company or any Affiliate, and the grant of an Award to a Non-Employee Director shall not confer any right on such Non-Employee Director to continue as a Director of the Company.
7.8Awards Not Includable for Benefit Purposes. Income recognized by a Participant pursuant to the Plan shall not be included in the determination of benefits under any employee pension benefit plan (as such term is defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended) or group insurance or other benefit plans applicable to the Participant which are maintained by the Company or any Affiliate, except as may be provided under the terms of such plans or determined by the Company.
7.9Share Certificates; Representation by Participants; Registration Requirements. All certificates for Shares delivered pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities Exchange Commission and any applicable federal or state securities laws, and legends may be put on any such certificates to make appropriate reference to such restrictions. The Committee may require each Participant to represent to the Company in writing that such Participant is acquiring Shares without a view to the distribution thereof. Each Award shall be subject to the requirement that, if at any time (i) the registration or qualification of Shares relating to such Award on any securities exchange or under any state or federal securities laws, or (ii) the approval of any securities exchange or regulatory body is necessary or desirable as a precondition thereto, the Award or the issuance of Shares in connection therewith may not be consummated unless such listing, registration, qualification or approval shall have been effected.
7.10Repricing Prohibited. Notwithstanding anything in this Plan to the contrary, and except for the adjustments provided in Section 4.3 or Section 7.3, neither the Committee nor any
other person may decrease the exercise price or grant price of any outstanding Option or Stock Appreciation Right after the date of grant, cancel an outstanding Option or Stock Appreciation Right in exchange for cash (other than cash equal to the excess of the Fair Market Value of the Shares subject to such Option or Stock Appreciation Right at the time of cancellation over the exercise or grant price for such Shares), or allow a Participant to surrender an outstanding Option or Stock Appreciation Right to the Company as consideration for the grant of a new Option or Stock Appreciation Right with a lower exercise price or grant price.
7.11No Guarantee of Tax Treatment. Notwithstanding any provision of this Plan to the contrary, the Company does not guarantee to any Participant or any other person(s) with an interest in an Award that (i) any Award intended to be exempt from Code Section 409A shall be so exempt, (ii) any Award intended to comply with Code Section 409A or Code Section 422 shall so comply, or (iii) any Award shall otherwise receive a specific tax treatment under any other applicable tax law, nor in any such case will the Company or any Affiliate be required to indemnify, defend or hold harmless any individual with respect to the tax consequences of any Award.
7.12Participant Responsibilities. If a Participant shall dispose of Stock acquired through exercise of an Incentive Stock Option within either (i) two (2) years after the date the Option is granted or (ii) one (1) year after the date the Option is exercised (i.e., in a disqualifying disposition), such Participant shall notify the Company within seven (7) days of the date of such disqualifying disposition. In addition, if a Participant elects, under Code Section 83, to be taxed at the time an Award of Restricted Stock (or other property subject to such Code section) is made, rather than at the time the Award vests, such Participant shall notify the Company within seven (7) days of the date the Restricted Stock subject to the election is awarded.
7.13Other Terms and Conditions. The grant of any Award may also be subject to other provisions (whether or not applicable to the Award granted to any other Participant) as the Committee determines appropriate, including, without limitation, provisions for:
(a) one or more means to enable Participants to defer the delivery of Shares or recognition of taxable income relating to Awards or cash payments derived from the Awards on such terms and conditions as the Committee determines, including, by way of example, the form and manner of the deferral election, the treatment of dividends paid on the Shares during the deferral period or a means for providing a return to a Participant on amounts deferred, and the permitted distribution dates or events (provided that no such deferral means may result in an increase in the number of Shares issuable under this Plan); and
(b) giving the Participant the right to receive dividend payments, dividend equivalents or other distributions with respect to Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on, Shares; provided, however, that any such dividends, dividend equivalents or distributions shall be held in the custody of the Company and shall be subject to the same restrictions on March  2,  2007transferability and forfeitability that apply to the corresponding Awards; and provided further that neither dividend payments nor dividend equivalent payments shall be made with respect to the Shares subject to Options or Stock Appreciation Rights.
Article VIII Amendment and Termination
8.1Amendment. The Committee may amend, alter, suspend, discontinue, or terminate the Plan at any time, subject to the following limitations:
(a) shareholders must approve any amendment of this Plan to the extent the Company determines such approval is required by: (A) Section 16 of the Exchange Act, (B) the Code, (C) the listing requirements of any principal securities exchange or market on which the Shares are then traded or (D) any other applicable law; and
(b) shareholders must approve any of the following Plan amendments: (A) an amendment to materially increase any number of Shares specified in Section 4.1, 5.3 or 6.2 (except as permitted by Section 4.3); or (B) an amendment to the provisions of Section 7.10.
The Committee is authorized to amend the Plan and all                                  INSTRUCTION:   To withhold authority to votemake any modifications to Award Agreements to comply with Rule 16b-3 and Section 162(m) of the Code, and to make any other amendments or modifications deemed necessary or appropriate to better accomplish the purposes of the Plan in light of any amendments made to Rule 16b-3 and Section 162(m) of the Code.
8.2Amendment, Modification or Cancellation of Awards. Except as provided in Section 7.10 and subject to the requirements of this Plan, the Committee may modify or amend any Award Agreement, or waive any restrictions or conditions applicable to any Award or the exercise of the Award, or amend, modify or cancel any terms and conditions applicable to any Award, in each case by mutual agreement between the Company and the Participant or any other person(s) as may then have an interest in the Award, so long as any such action does not increase the number of Shares issuable under this Plan (except as permitted by Section 4.3), but the Committee need not obtain Participant (or other interested party) consent for any adjournments thereof,such action that is permitted by the provisions of Section 4.3 or Section 7.3 or for any such action: (i) to the extent the action is deemed necessary by the Committee to comply with any applicable law or the listing requirements of any principal securities exchange or market on which the Shares are then traded; (ii) to the extent the action is deemed necessary by the Committee to preserve favorable accounting or tax treatment of any Award for the Company; or (iii) to the extent the Committee determines that such action does not materially and adversely affect the value of an Award or that such action is in the manner specified.                                                              individual nominee, mark "For All Except" and write that
                                                                                                                                         nominee's namebest interest of the affected Participant or any other person(s) as may then have an interest in the spaceAward.
8.3Termination. The Plan shall terminate at the close of business on the tenth anniversary of the effective date, provided, below.

                                                                                                                                        ________________________________________________________
                                                                                                                                           THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO
                                                                                                                                        DIRECTION IS INDICATED, WILL BE VOTED "FOR" ELECTION OF THE
                                                                                                                                        DIRECTORS.


                                                                                                                                              Shouldhowever, the Board or Committee shall have the right and the power to terminate the Plan at any time prior thereto. No Award shall be granted under the Plan after such termination, but such termination shall not have any other matters  requiringeffect, and any Award outstanding at the time of such termination shall continue in effect in accordance with its terms.
Article IX General Provisions
9.1Effective Date of the Plan. The Plan shall be effective as of the date of its adoption by the Board, subject to approval of the Plan by the Company’s shareholders within one
year thereafter by a votemajority of the votes cast at a duly held meeting of the shareholders arise,of the above named proxiesCompany at which a quorum representing a majority of all outstanding stock is present, either in person or by proxy. In the event that the Plan is not so approved within such one-year period, all Awards granted under the Plan shall be null and void.
9.2Unfunded Status of Plan. The Plan shall be unfunded and shall not create (or be construed to create) a trust or a separate fund or funds. The Plan shall not establish any fiduciary relationship between the Company and any Participant or other person. To the extent any person holds any right by virtue of a grant under the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company.
9.3Employment and Service. The issuance of an Award shall not confer upon a Participant any right with respect to continued employment or service with the Company or any Affiliate, or the right to continue as a member of the Board. Unless determined otherwise by the Committee, for purposes of the Plan and all Awards, the following rules shall apply:
(a) a Participant who transfers employment between the Company and its Affiliates, or between Affiliates, will not be considered to have terminated employment;
(b) a Participant who ceases to be a Non-Employee Director because he or she becomes an employee of the Company or an Affiliate shall not be considered to have ceased service as a member of the Board with respect to any Award until such Participant’s termination of employment with the Company and its Affiliates;
(c) a Participant who ceases to be employed by the Company or an Affiliate and immediately thereafter becomes a Non-Employee Director, a non-employee director of an Affiliate, or a consultant to the Company or any Affiliate shall not be considered to have terminated employment until such Participant’s service as a director of, or consultant to, the Company and its Affiliates has ceased; and
(d) a Participant employed by an Affiliate will be considered to have terminated employment when such entity ceases to be an Affiliate.
Notwithstanding the foregoing, with respect to an Award that is considered deferred compensation subject to Code Section 409A, if a Participant’s termination of employment or service triggers the payment of compensation under such Award, then the Participant will be deemed to have terminated employment or service upon the Participant’s “separation from service” within the meaning of Code Section 409A.
9.4No Fractional Shares. No fractional Shares or other securities may be issued or delivered pursuant to this Plan, and the Committee may determine whether cash, other securities or other property will be paid or transferred in lieu of any fractional Shares or other securities, or whether such fractional Shares or other securities or any rights to fractional Shares or other securities will be canceled, terminated or otherwise eliminated.
9.5Limitations on Actions. Any legal action or proceeding with respect to this Plan, any Award or any Award Agreement must be brought within one year (365 days) after the day
the complaining party first knew or should have known of the events giving rise to the complaint.
9.6Miscellaneous. The Plan and all determinations made and actions taken pursuant to the Plan shall be governed by the laws of the state of Florida, without reference to conflict of law principles thereof, and applicable federal laws. Section headings are authorized
                                                                                                                                        to vote the same in  accordance  with their best judgmentused in the interestPlan for convenience only, do not constitute a part of the Company.  The Board of Directors isPlan, and shall not aware ofbe deemed in any matter which isway to be presented  for action atrelevant to the meeting other thaninterpretation of the matters set forth herein.


Please be sure to sign and date       Date                                                                             Please sign exactly as name appears hereon.  Joint
This ProxyPlan or any provision thereof. Whenever possible, each provision in the box below.          ______________________                                   owners should each sign.  When signingPlan and every Award shall be interpreted in such manner as attorney,
                                                                                                                                        executor, administrator, trusteeto be effective and valid under applicable law, but if any provision of the Plan or guardian, please give
__________________________________________________any Award shall be held to be prohibited by or invalid under applicable law, then (i) such provision shall be deemed amended to accomplish the objectives of the provision as originally written to the fullest extent permitted by law and (ii) all other provisions of the Plan and every other Award shall remain in full title as such.


Shareholder sign above           Co-holder (if any) sign above
__________________________________________________ 

« Detach above card, sign, dateforce and mail in postage paid envelope provided.  »effect.

NOBILITY HOMES, INC.

NOBILITY HOMES, INC. 3741 S.W. 7TH STREET P.O. BOX 1659 OCALA, FL 34478		VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY

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M29628-TBD