Exhibit
10.35


 


DOUGLAS
DYNAMICS, INC.


GRANT
NOTICE FOR 2010 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNITS


 


FOR GOOD AND
VALUABLE CONSIDERATION, Douglas Dynamics, Inc. (the “Company”), hereby
grants to Participant named below the number of restricted stock units
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.  Each
restricted stock unit subject to this Award represents the right to receive one
share of the Company’s common stock, par value $0.01 (the “Common Stock”),
subject to the conditions set forth in this Grant Notice, the Plan and the
Standard Terms and Conditions.  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 restricted stock units subject to the Award:

  	
   

  
	
   

  	
   

  
	
  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 UNITS


 


These Standard
Terms and Conditions apply to the Award of restricted stock units 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 units 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 UNITS


 


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 stock units
(the “Award” or the “Restricted Stock Units”) specified in the Grant Notice.  Each Restricted Stock Unit represents the
right to receive one share of the Company’s common stock, $0.01 par value per
share (the “Common Stock”), upon the terms and 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 UNITS


 


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 Restricted Stock Units as set forth in the Grant
Notice.  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 Restricted Stock Units (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.                                      SETTLEMENT OF RESTRICTED STOCK UNITS


 


Vested Restricted Stock Units shall be settled by the delivery to the Participant
or a designated brokerage firm of one share of Common Stock per vested
Restricted Stock Unit as soon as reasonably practicable following the vesting
of such Restricted Stock Units, and in all events no later than March 15
of the year following the year of vesting (unless delivery is deferred pursuant
to a nonqualified deferred compensation plan in accordance with the
requirements of Section 409A of the Code).


 

















 


4.                                      RIGHTS AS STOCKHOLDER


 


The Participant shall not have voting rights or dividend rights with respect
to shares of Common Stock underlying Restricted Stock Units unless and until
such shares of Common Stock are reflected as issued and outstanding shares on
the Company’s stock ledger.


 


5.                                      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 Common Stock issued in
respect of vested Restricted Stock Units, 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.


 


6.                                      INCOME TAXES


 


The Company shall not deliver shares in respect of any Restricted Stock
Units unless and until the Participant has made arrangements satisfactory to
the Administrator to satisfy applicable withholding tax obligations.  Unless the Participant pays the withholding
tax obligations to the Company by cash or check in connection with the delivery
of the Common Stock, withholding may be effected, at the Company’s option, by withholding
Common Stock issuable in connection with the vesting of the Restricted Stock
Units (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 delivery of the Restricted Stock Units from
any amounts payable by it to the Participant (including, without limitation,
future cash wages).


 


7.                                      NON-TRANSFERABILITY OF AWARD


 


The Participant represents and warrants that the Restricted Stock Units
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 Restricted Stock Units
may not be sold, assigned, transferred, pledged or otherwise directly or
indirectly encumbered or disposed of.


 


8.                                      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 Units. 
Any prior agreements, commitments or negotiations concerning the Restricted
Stock Units are superseded.


 


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9.                                      LIMITATION OF INTEREST IN SHARES SUBJECT TO RESTRICTED
STOCK UNITS


 


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 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 upon vesting of
the Restricted Stock Units.  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.


 


10.                               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.


 


11.                               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
Units via Company web site or other electronic delivery.


 


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