Exhibit
10.34


 


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


 


From and after the Grant Date, 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 the Restricted
Stock, except that such rights as to Unvested Shares shall terminate 


 

















 


upon the forfeiture of such Unvested Shares
as and to the extent specifically provided in Section 2 above.


 


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.


 


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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 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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