Exhibit
10.33


 


DOUGLAS
DYNAMICS, INC.


GRANT
NOTICE FOR 2010 STOCK INCENTIVE PLAN

RESTRICTED STOCK


 


FOR GOOD AND
VALUABLE CONSIDERATION, Douglas Dynamics, Inc. (the “Company”), hereby
grants to Participant named below the number of restricted shares of the Company’s
common stock, par value $0.01 (the “Common Stock”) specified below (the “Award”),
upon the terms and subject to the conditions set forth in this Grant Notice, the
Douglas Dynamics, Inc. 2010 Stock Incentive Plan (the “Plan”) and the
Standard Terms and Conditions (the “Standard Terms and Conditions”) adopted
under such Plan and provided to Participant, each as amended from time to
time.  This Award is granted pursuant to
the Plan and is subject to and qualified in its entirety by the Standard Terms
and Conditions.


 


	
  Name of Participant:

  	
   

  
	
   

  	
   

  
	
  Grant Date:

  	
   

  
	
   

  	
   

  
	
  Number of shares of restricted stock:

  	
   

  
	
   

  	
   

  
	
  Vesting Schedule:

  	
   

  



 


 


By accepting this Grant Notice, Participant acknowledges that he or she
has received and read,
and agrees that this Award shall be subject to, the terms of this Grant Notice,
the Plan and the Standard Terms and Conditions.


 


 


	
  DOUGLAS DYNAMICS, INC.

  	
   

  	
   

  
	
   

  	
   

  	
  Participant Signature

  
	
  By

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Address (please print):

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 

















 


DOUGLAS
DYNAMICS, INC.


STANDARD
TERMS AND CONDITIONS FOR

RESTRICTED STOCK


 


These Standard
Terms and Conditions apply to the Award of restricted stock granted pursuant to
the Douglas Dynamics, Inc. 2010 Stock Incentive Plan (the “Plan”), which
are evidenced by a Grant Notice or an action of the Administrator that
specifically refers to these Standard Terms and Conditions.  In addition to these Terms and Conditions,
the restricted stock shall be subject to the terms of the Plan, which are
incorporated into these Standard Terms and Conditions by this reference.  Capitalized terms not otherwise defined herein
shall have the meaning set forth in the Plan.


 


1.             TERMS OF RESTRICTED STOCK


 


Douglas Dynamics, Inc., a Delaware corporation
(the “Company”), has granted to the Participant named in the Grant Notice
provided to said Participant herewith (the “Grant Notice”) an award of a number
of restricted shares (the “Award” or the “Restricted Stock”) of the Company’s common
stock, par value $0.01 (the “Common Stock”) specified in the Grant Notice.  The Award is subject to the conditions set
forth in the Grant Notice, these Standard Terms and Conditions, and the Plan,
each as amended from time to time.  For
purposes of these Standard Terms and Conditions and the Grant Notice, any
reference to the Company shall include a reference to any Subsidiary.


 


2.             VESTING OF RESTRICTED STOCK


 


The Award shall not be vested as of the Grant Date set
forth in the Grant Notice and shall be forfeitable unless and until otherwise
vested pursuant to the terms of the Grant Notice and these Standard Terms and
Conditions.  After the Grant Date,
subject to termination or acceleration as provided in these Standard Terms and
Conditions and the Plan, the Award shall become vested as described in the Grant
Notice with respect to that number of shares of Restricted Stock as set forth
in the Grant Notice.  Shares of
Restricted Stock that have vested and are no longer subject to forfeiture are
referred to herein as “Vested Shares.” 
Shares of Restricted Stock awarded hereunder that are not vested and
remain subject to forfeiture are referred to herein as “Unvested Shares.”  Notwithstanding anything contained in these
Standard Terms and Conditions to the contrary, upon the Participant’s Termination
of Employment for any reason (including by reason of death or Disability), any
then Unvested Shares (after taking into account any accelerated vesting under
any agreement between the Participant and the Company, if applicable) held by
the Participant shall be forfeited and canceled as of the date of such Termination
of Employment.


 


3.             RIGHTS AS STOCKHOLDER


 


Notwithstanding anything
herein to the contrary, the Participant shall not have voting rights or
dividends rights with respect to any Unvested Shares.  The Participant shall have all of the
ownership, voting rights, dividend rights and all other rights of a stockholder
of the Company with respect to Vested Shares.


 

















 


4.             RESTRICTIONS ON RESALES OF SHARES


 


The Company may impose such restrictions, conditions
or limitations as it determines appropriate as to the timing and manner of any
resales by the Participant or other subsequent transfers by the Participant of
any Vested Shares, including without limitation (a) restrictions under an
insider trading policy, (b) restrictions designed to delay and/or
coordinate the timing and manner of sales by Participant and other holders and (c) restrictions
as to the use of a specified brokerage firm for such resales or other
transfers.


 


5.             INCOME TAXES


 


To the extent required by applicable federal, state,
local or foreign law, the Participant shall make arrangements satisfactory to
the Company for the satisfaction of any withholding tax obligations that arise
by reason of the grant or vesting of the Restricted Stock.  The Company shall not be required to issue
shares or to recognize the disposition of such shares until such obligations
are satisfied.  Unless the Participant
pays the withholding tax obligations to the Company by cash or check,
withholding may be effected, at the Company’s option, by withholding Common
Stock issuable in connection with the Award (provided that shares of Common
Stock may be withheld only to the extent that such withholding will not result
in adverse accounting treatment for the Company).  The Participant acknowledges that the Company
shall have the right to deduct any taxes required to be withheld by law in
connection with the Award from any amounts payable by it to the Participant
(including, without limitation, future cash wages).


 


6.             NON-TRANSFERABILITY OF UNVESTED SHARES


 


The Participant represents and warrants that the shares
of Restricted Stock are being acquired by the Participant solely for the Participant’s
own account for investment and not with a view to or for sale in connection
with any distribution thereof.  The Participant
further understands, acknowledges and agrees that, except as otherwise provided
in the Plan or as permitted by the Administrator, the Unvested Shares may not
be sold, assigned, transferred, pledged or otherwise directly or indirectly
encumbered or disposed of.


 


7.             OTHER AGREEMENTS SUPERSEDED


 


The Grant Notice, these Standard Terms and Conditions
and the Plan constitute the entire understanding between the Participant and
the Company regarding the Restricted Stock. 
Any prior agreements, commitments or negotiations concerning the Restricted
Stock are superseded.


 


8.                                      LIMITATION OF INTEREST IN SHARES SUBJECT
TO RESTRICTED STOCK


 


Neither the Participant (individually or as a member
of a group) nor any beneficiary or other person claiming under or through the
Participant shall have any right, title, interest, or privilege in or to any
shares of Common Stock allocated or reserved for the purpose of 


 


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the Plan or subject to the Grant Notice or these
Standard Terms and Conditions except as to such shares of Common Stock, if any,
as shall have been issued to such person in connection with the Award.  Nothing in the Plan, in the Grant Notice,
these Standard Terms and Conditions or any other instrument executed pursuant
to the Plan shall confer upon the Participant any right to continue in the
Company’s employ or service nor limit in any way the Company’s right to
terminate the Participant’s employment at any time for any reason.


 


9.             GENERAL


 


In the event that any provision of these Standard
Terms and Conditions is declared to be illegal, invalid or otherwise
unenforceable by a court of competent jurisdiction, such provision shall be
reformed, if possible, to the extent necessary to render it legal, valid and
enforceable, or otherwise deleted, and the remainder of these Standard Terms
and Conditions shall not be affected except to the extent necessary to reform
or delete such illegal, invalid or unenforceable provision.


 


The headings preceding the text of the sections hereof
are inserted solely for convenience of reference, and shall not constitute a
part of these Standard Terms and Conditions, nor shall they affect its meaning,
construction or effect.


 


These Standard Terms and Conditions shall inure to the
benefit of and be binding upon the parties hereto and their respective
permitted heirs, beneficiaries, successors and assigns.


 


These Standard Terms and Conditions shall be construed
in accordance with and governed by the laws of the State of Delaware, without
regard to principles of conflicts of law.


 


In the event of any conflict between the Grant Notice,
these Standard Terms and Conditions and the Plan, the Grant Notice and these
Standard Terms and Conditions shall control. 
In the event of any conflict between the Grant Notice and these Standard
Terms and Conditions, the Grant Notice shall control.


 


All questions arising under the Plan or under these
Standard Terms and Conditions shall be decided by the Administrator in its
total and absolute discretion.


 


10.          ELECTRONIC DELIVERY


 


By executing the Grant Notice, the Participant hereby
consents to the delivery of information (including, without limitation,
information required to be delivered to the Participant pursuant to applicable
securities laws) regarding the Company and the Subsidiaries, the Plan, and the Restricted
Stock via Company web site or other electronic delivery.


 


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