Exhibit 10.2


 


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
right to receive a Share at the times and subject to the terms and conditions
as set forth herein. 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. No Restricted Stock
Units will vest hereunder unless and until the Company achieves either (A) 10%
return on equity for the Company’s fiscal year 2007, or (B) an average of
10% return on equity for the Company’s fiscal years from 2007 through 2009 (the
“Performance Condition”), except that if the Company experiences a Change in
Control prior to the commencement of the Company’s 2010 fiscal year, then
vesting of the Restricted Stock Units will no longer be conditioned upon the
achievement of either of the performance objectives set forth in clauses (A)
and (B) and the Performance Condition will be deemed to have been satisfied. Subject
to satisfaction of the Performance Condition and any vesting acceleration
provisions set forth herein or in the Plan, one hundred percent (100%) of the
Restricted Stock Units will vest on the third (3rd) anniversary of
the Date of Grant, subject to Participant continuing to be an Employee through
such date. Notwithstanding the
vesting schedule in the previous sentence, 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; provided, however, that if at the time of such termination the Performance Condition has not
been satisfied, then the Restricted Stock Units will vest if and to the extent
the Performance Condition is thereafter satisfied, which will be settled at the
time such condition is satisfied. 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 provisions of this
paragraph and the provisions of 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 or it
becomes no longer possible to satisfy the Performance Condition, the Restricted
Stock Units and Participant’s right to receive any Shares with respect thereto
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.


 


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For purposes of this Section 2, “Return on Equity” is defined as pre
management-bonus earnings before interest, tax, depreciation and amortization
divided by beginning equity.


 


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.


 


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


 


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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 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


 


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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.


 


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


 


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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.


 


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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