Exhibit
10.4


 


MONACO COACH CORPORATION


1993 STOCK PLAN


RESTRICTED STOCK UNIT


AGREEMENT


 


THIS RESTRICTED
STOCK AGREEMENT (the “Agreement”) is effective as of (Date) (the “Date of Grant”),
between MONACO COACH CORPORATION (hereinafter called the “Company”) and (NAME)  (hereinafter called the “Participant”). Unless
otherwise defined herein, the terms defined in the amended and restated 1993
Stock Plan (the “Plan”) will have the same defined meanings in this Agreement.


 


1.             Award Grant. The Company hereby awards to Participant (   #  )
Restricted Stock Units under the Plan. Each Restricted Stock Unit represents a
value equal to the Fair Market of a Share on the date that it vests. Prior to
actual payment of any vested Restricted Stock Units, such Restricted Stock Unit
will represent an unsecured obligation of the Company, payable (if at all) only
from the general assets of the Company.


 


2.             Obligation to Pay. Subject to any acceleration provisions set forth
herein or in the Plan, twenty-five percent (25%) of the Restricted Stock Units
will vest on each anniversary of the Date of Grant, subject to Participant
continuing to be an Employee through each applicable vesting date. Notwithstanding
the foregoing vesting schedule, in the event Participant ceases to be an Employee
as the result of Participant’s death, Disability or Retirement, 100% of the
Restricted Stock Units will immediately vest in full. In addition, if within
twelve (12) months of a Change in Control (i) the Company (or the Affiliate
employing Participant) terminates Participant as an Employee without Cause, or
(ii) Participant resigns as an Employee for Good Reason, then 100% of the
Restricted Stock Units will immediately vest in full. Subject to the foregoing
acceleration provisions and any such provisions set forth in the Plan, in the
event Participant ceases to be an Employee for any or no reason before
Participant vests in the right to receive the Shares to be issued pursuant to
the Restricted Stock Unit, the Restricted Stock Unit and Participant’s right to
receive any Shares hereunder will immediately terminate.


 


For purposes of this Section 2, “Cause” is defined as (i) an act of
dishonesty made by Participant in connection with Participant’s
responsibilities as an Employee, (ii) Participant’s conviction of, or plea of nolo
contendere to, a felony, (iii) Participant’s gross misconduct, or (iv)
Participant’s continued substantial violations of his employment duties after
Participant has received a demand for performance from the Company.


 


For purposes of this Section 2, “Good Reason” is defined as (i) a
significant reduction of Participant’s duties, position or responsibilities, or
the removal of Participant from such position and responsibilities, unless
Participant is provided with a comparable position (i.e., a position of equal
or greater organizational level, duties, authority and compensation); provided, however, that a reduction in
duties, position or responsibilities solely by virtue of a Change in Control
shall not constitute “Good Reason”, (ii) the reduction of Participant’s
aggregate base salary and target bonus opportunity (“Base Compensation”) below
Participant’s Base Compensation immediately prior to such reduction, unless the
Company also similarly reduces the Base Compensation of all other similarly
situated employees of the Company (and its successor) or (iii) a relocation of
Participant’s principal place of employment by more than fifty (50) miles.


 


1

















 


3.             Payment after Vesting. Any Restricted Stock Units that vest in
accordance with Section 2 will be paid to Participant (or in the event of
Participant’s death, to his or her estate) in whole Shares, subject to
Participant satisfying any applicable tax withholding obligations as set forth
in Section 8. Notwithstanding the foregoing sentence, to the extent necessary
to avoid the imposition of any additional tax or income recognition under
Section 409A of the Code prior to or upon the actual payment of Shares pursuant
to this Award of Restricted Stock Units, any Restricted Stock Units that vest
in accordance with Section 2 will be paid to Participant (or in the event of
Participant’s death, to his or her estate) no earlier than six (6) months and
one (1) day following the date of Participant’s termination of employment with
the Company (or any Affiliate), subject to Section 8. The Participant will not
be required to make any additional monetary payment (other than applicable tax
withholding, if any) upon settlement of the Award.


 


4.             Payments after Death. Any distribution or delivery to be made to
Participant under this Agreement will, if Participant is then deceased, be made
to Participant’s designated beneficiary, or if no beneficiary survives
Participant, the administrator or executor of Participant’s estate. Any such
transferee must furnish the Company with (a) written notice of his or her
status as transferee, and (b) evidence satisfactory to the Company to establish
the validity of the transfer and compliance with any laws or regulations
pertaining to said transfer.


 


5.             Rights as Stockholder. Except as set forth in Section 4, neither
Participant nor any person claiming under or through Participant will have any
of the rights or privileges of a stockholder of the Company in respect of any
Shares deliverable hereunder, unless and until certificates representing such
Shares will have been issued, recorded on the records of the Company or its
transfer agents or registrars, and delivered to Participant.


 


6.             Dividend Equivalent Rights. In the event cash dividends are paid with respect
to Common Stock on and after the Date of Grant and before the settlement of the
Award pursuant to Section 3, on the date this Award is settled upon vesting of
Restricted Stock Units pursuant to Section 3, Participant will also receive an
amount of cash equal to the per Share amount of cash dividends so paid on or
after the Date of Grant and before settlement multiplied by the number of
Shares actually deliverable upon settlement of this Award.


 


7.             Effect on Employment. Participant acknowledges and agrees that the
vesting of the Restricted Stock Units pursuant to Section 2 hereof is earned
only by Participant continuing to be an Employee through the applicable vesting
dates (and not through the act of being hired or acquiring Shares hereunder). Participant
further acknowledges and agrees that this Agreement, the transactions
contemplated hereunder and the vesting schedule set forth herein do not
constitute an express or implied promise of Participant continuing to be an
Employee for the vesting period, for any period, or at all, and will not
interfere with the Participant’s right or the right of the Company (or the
Affiliate employing Participant) to terminate Participant as an Employee at any
time, with or without cause.


 


8.             Tax Withholding. Notwithstanding any contrary provision of this
Agreement, no certificate representing Shares will be issued to Participant,
unless and until satisfactory arrangements (as determined by the Administrator)
will have been made by Participant with respect to the payment of income,
employment and other taxes which the Company determines must be withheld with
respect to such Shares so issuable. All income, employment and other taxes
related to the Restricted Stock Unit and any Shares delivered in payment
thereof are the sole responsibility of Participant. The Administrator, in its
sole discretion and pursuant to such


 


2

















 


procedures as it may specify from time to
time, may permit Participant to satisfy such tax withholding obligation, in
whole or in part by one or more of the following (without limitation): (a)
paying cash or (b) selling a sufficient number of such Shares otherwise
deliverable to Participant through such means as the Company may determine in its
sole discretion (whether through a broker or otherwise) equal to the amount
required to be withheld. If Participant fails to make satisfactory arrangements
for the payment of any required tax withholding obligations hereunder at the
time this Award is otherwise scheduled to vest pursuant to Section 2,
Participant agrees and acknowledges that the Company, in its discretion, shall
have the right (but not the obligation) to satisfy any tax withholding
obligations by either (i) reducing the number of Shares otherwise deliverable
to Participant having a Fair Market Value equal to the minimum amount required
to be withheld, or (ii) selling a sufficient number of Shares otherwise
deliverable to Participant on Participant’s behalf through such means as the
Company may determine in its sole discretion (whether through a broker or
otherwise) equal to the amount required to be withheld.


 


9.             Additional Conditions to Issuance
of Stock. If at any time the
Company will determine, in its discretion, that the listing, registration or
qualification of the Shares upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory
authority is necessary or desirable as a condition to the issuance of Shares to
Participant (or his estate), such issuance will not occur unless and until such
listing, registration, qualification, consent or approval will have been
effected or obtained free of any conditions not acceptable to the Company. Where
the Company determines that the delivery of the payment of any Shares will
violate federal securities laws or other applicable laws, the Company will
defer delivery until the earliest date at which the Company reasonably
anticipates that the delivery of Shares will no longer cause such violation. The
Company will make all reasonable efforts to meet the requirements of any such
state or federal law or securities exchange and to obtain any such consent or
approval of any such governmental authority.


 


10.           Restrictions on Sale of
Securities. Subject to
Section 9, the Shares issued as payment for vested Restricted Stock Units
awarded under this Agreement will be registered under the federal securities
laws and will be freely tradable upon receipt. However, Participant’s
subsequent sale of the Shares will be subject to any market blackout-period
that may be imposed by the Company and must comply with the Company’s insider
trading policies, and any other applicable securities laws.


 


11.           Successors. Subject to the limitation on the transferability
of this grant contained herein, this Agreement will be binding upon and inure
to the benefit of the heirs, legatees, legal representatives, successors and
assigns of the parties hereto.


 


12.           Address for Notices. Any notice to be given to the Company under the
terms of this Agreement will be addressed to the Company, in care of it
Secretary at Monaco Coach Corporation, 91320 Coburg Industrial Way, Coburg,
Oregon 97408, or at such other address as the Company may hereafter designate
in writing.


 


13.           Transferability. Except to the limited extent provided in Section
4, this grant and the rights and privileges conferred hereby will not be
transferred, assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) and will not be subject to sale under execution,
attachment or similar process. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of this grant, or any right or privilege
conferred hereby, or upon


 


3

















 


any attempted sale under any execution,
attachment or similar process, this grant and the rights and privileges
conferred hereby immediately will become null and void.


 


14.           Plan Governs. This Agreement is subject to all terms and
provisions of the Plan. In the event of a conflict between one or more
provisions of this Agreement and one or more provisions of the Plan, the
provisions of the Plan will govern.


 


15.           Administrator Authority. The Administrator will have the power to
interpret the Plan and this Agreement and to adopt such rules for the
administration, interpretation and application of the Plan as are consistent
therewith and to interpret or revoke any such rules (including, but not limited
to, the determination of whether or not any Restricted Stock Units have vested).
All actions taken and all interpretations and determinations made by the
Administrator in good faith will be final and binding upon Participant, the
Company and all other interested persons. No member of the Administrator will
be personally liable for any action, determination or interpretation made in
good faith with respect to the Plan or this Agreement.


 


16.           Electronic Delivery. The Company may, in its sole discretion, decide
to deliver any documents related to Restricted Stock Units awarded under the
Plan or future Restricted Stock Units that may be awarded under the Plan by
electronic means or request Participant’s consent to participate in the Plan by
electronic means. Participant hereby consents to receive such documents by
electronic delivery and agrees to participate in the Plan through an on-line or
electronic system established and maintained by the Company or another third
party designated by the Company.


 


17.           Captions. Captions provided herein are for convenience
only and are not to serve as a basis for interpretation or construction of this
Agreement.


 


18.           Agreement Severable. In the event that any provision in this
Agreement will be held invalid or unenforceable, such provision will be
severable from, and such invalidity or unenforceability will not be construed
to have any effect on, the remaining provisions of this Agreement.


 


19.           Entire Agreement. This Agreement constitutes the entire
understanding of the parties on the subjects covered. The Participant expressly
warrants that he or she is not executing this Agreement in reliance on any
promises, representations, or inducements other than those contained herein.


 


20.          Modifications to the Agreement. This Agreement constitutes the entire
understanding of the parties on the subjects covered. The Participant expressly
warrants that he or she is not accepting this Agreement in reliance on any
promises, representations, or inducements other than those contained herein. Modifications
to this Agreement or the Plan can be made only in an express written contract
executed by a duly authorized officer of the Company. Notwithstanding anything
to the contrary in the Plan or this Agreement, the Company reserves the right
to revise this Agreement as it deems necessary or advisable, in its sole discretion
and without the consent of Participant, to comply with Section 409A of the Code
or to otherwise avoid imposition of any additional tax or income recognition
under Section 409A of the Code prior to the actual payment of Shares pursuant
to this Award of Restricted Stock Units.


 


21.           Amendment, Suspension or
Termination of the Plan. By
accepting this Award, the Participant expressly warrants that he or she has
received a right to acquire Shares under the


 


4

















 


Plan, and has received, read and understood a
description of the Plan. The Participant understands that the Plan is
discretionary in nature and may be modified, suspended or terminated by the
Company at any time.


 


22.           Governing Law. This Agreement shall be governed by the laws of
the State of Oregon, without giving effect to the conflict of law principles
thereof. For purposes of litigating any dispute that arises under this Award of
Restricted Stock Units or this Agreement, the parties hereby submit to and
consent to the jurisdiction of the State of Oregon, and agree that such litigation shall be conducted in the
courts of Lane County, Oregon, or the federal courts for the United States
located in or around Lane County, Oregon, and no other courts, where this Award
of Restricted Stock Units is made and/or to be performed.


 


IN WITNESS WHEREOF, the parties have signed this Agreement effective as
of the date and year indicated above.


 


	
   

  	
  MONACO COACH CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Kay L. Toolson, Chairman and

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
  ACCEPTED:

  	
   

  	
   

  
	
   

  	
  Participant

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  PRINT NAME:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  DATE:

  	
   

  	
   

  
							



 


5