Exhibit 10.3


 


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, one hundred percent
(100%) of the Restricted Stock Units will vest on the third anniversary of the
Date of Grant, subject to Participant continuing to be a Director through such
date. Notwithstanding the foregoing vesting schedule, in the event Participant
ceases to be a Director as the result of Participant’s Death, Disability or
Retirement, 100% of the Restricted Stock Units will immediately vest in full. In
addition, if on or following a Change of Control Participant’s status as a
Director or a director of the successor corporation, as applicable, is
terminated other than upon a voluntary resignation by the Participant, then
100% of the Restricted Stock Units will immediately vest in full.


 


For purposes of this Section 2, Participant will be considered to have
ceased to be a Director as a result of his or her “Retirement” if Participant
has provided five (5) or more years of continual service as a Director through
the date of such termination.


 


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


 


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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 Service. 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 a Director through the
applicable vesting dates. 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 a Director for the vesting period, for any period, or at all.


 


8.             TaxWithholding. 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 Share Unit and any Shares delivered in payment
thereof are the sole responsibility of Participant. The Administrator, in its
sole discretion and pursuant to such 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,


 


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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 its’ 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 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.


 


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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 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.


 


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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:

  	
   

  	
   

  
							



 


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