** **

**Exhibit 10.3.3**

 

**MONACO COACHCORPORATION**

**1993 STOCK PLAN**

**RESTRICTED STOCK UNIT**

**AGREEMENT**

 

THIS RESTRICTED STOCKAGREEMENT (the “Agreement”) is effective as of (Date) (the “Date of Grant”),between MONACO COACH CORPORATION (hereinafter calledthe “Company”) and (NAME)****(hereinaftercalled the “Participant”).  Unlessotherwise defined herein, the terms defined in the amended and restated 1993Stock 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 ofa Share on the date that it vests.  Priorto actual payment of any vested Restricted Stock Units, such Restricted StockUnit will represent an unsecured obligation of the Company, payable (if at all)only from the general assets of the Company.

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# 2.             **Obligation to Pay**.  Subject to any acceleration provisions setforth herein or in the Plan, twenty-five percent (25%) of the Restricted StockUnits will vest on each anniversary of the Date of Grant, subject toParticipant continuing to be an Employee through each applicable vestingdate.  Notwithstanding the foregoingvesting schedule, in the event Participant ceases to be an Employee as theresult of Participant’s death, Disability or Retirement, 100% of the RestrictedStock Units will immediately vest in full. In addition, if within twelve (12) months of a Change in Control (i) theCompany (or the Affiliate employing Participant) terminates Participant as anEmployee without Cause, or (ii) Participant resigns as an Employee forGood Reason, then 100% of the Restricted Stock Units will immediately vest infull.  Subject to the foregoingacceleration provisions and any such provisions set forth in the Plan, in theevent Participant ceases to be an Employee for any or no reason beforeParticipant vests in the right to receive the Shares to be issued pursuant tothe Restricted Stock Unit, the Restricted Stock Unit and Participant’s right toreceive any Shares hereunder will immediately terminate.

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Forpurposes of this Section 2, “Cause” is defined as (i) an act ofdishonesty made by Participant in connection with Participant’sresponsibilities as an Employee, (ii) Participant’s conviction of, or pleaof nolo contendere to, a felony, (iii) Participant’s grossmisconduct, or (iv) Participant’s continued substantial violations of hisemployment duties after Participant has received a demand for performance fromthe Company.

 

Forpurposes of this Section 2, “Good Reason” is defined as (i) asignificant reduction of Participant’s duties, position or responsibilities, orthe removal of Participant from such position and responsibilities, unlessParticipant is provided with a comparable position (i.e., a position of equalor greater organizational level, duties, authority and compensation); *provided, however,* that a reduction induties, position or responsibilities solely by virtue of a Change in Controlshall not constitute “Good Reason”, (ii) the reduction of Participant’saggregate base salary and target bonus opportunity (“Base Compensation”) belowParticipant’s Base Compensation immediately prior to such reduction, unless theCompany also similarly reduces the Base

 

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Compensationof all other similarly situated employees of the Company (and its successor) or(iii) a relocation of Participant’s principal place of employment by morethan fifty (50) miles.

 

# 3.             **Payment after Vesting**.  Any Restricted Stock Units that vest inaccordance with Section 2 will be paid to Participant (or in the event ofParticipant’s death, to his or her estate) in whole Shares as soon asadministratively practicable after vesting, subject to Participant satisfyingany applicable tax withholding obligations as set forth in Section 8.  The Participant will not be required to makeany additional monetary payment (other than applicable tax withholding, if any)upon settlement of the Award.

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Notwithstandinganything in the Plan or this Agreement to the contrary, if the vesting of thebalance, or some lesser portion of the balance, of the Restricted Stock Unitsis accelerated in connection with Participant’s termination as an Employee(provided that such termination is a “ separation from service” within themeaning of Section 409A, as determined by the Company), other than due todeath**,** and if (i) Participantis a “specified employee” within the meaning of Section 409A at the timeof such termination as an Employee, and (ii) the payment of suchaccelerated Restricted Stock Units will result in the imposition of additionaltax under Section 409A if paid to Participant on or within the six (6) monthperiod following Participant’s termination as an Employee, then the payment ofsuch accelerated Restricted Stock Units will not be made until the date six (6) monthsand one (1) day following the date of Participant’s termination as anEmployee, unless the Participant dies following his or her termination as anEmployee, in which case, the Restricted Stock Units will be paid in Shares tothe Participant’s estate as soon as practicable following his or herdeath.  It is the intent of thisAgreement to comply with the requirements of Section 409A so that none ofthe Restricted Stock Units provided under this Agreement or Shares issuablethereunder will be subject to the additional tax imposed under Section 409A,and any ambiguities herein will be interpreted to so comply.  For purposes of this Agreement, “Section 409A”means Section 409A of the Code, and any proposed, temporary or finalTreasury Regulations and Internal Revenue Service guidance thereunder, as eachmay be amended from time to time.

 

# 4.             **Payments after Death**.  Any distribution or delivery to be made toParticipant under this Agreement will, if Participant is then deceased, be madeto Participant’s designated beneficiary, or if no beneficiary survivesParticipant, the administrator or executor of Participant’s estate.  Any such transferee must furnish the Companywith (i) written notice of his or her status as transferee, and (ii) evidencesatisfactory to the Company to establish the validity of the transfer andcompliance with any laws or regulations pertaining to said transfer.

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# 5.             **Rights as Stockholder**.  Except as set forth in Section 4,neither Participant nor any person claiming under or through Participant willhave any of the rights or privileges of a stockholder of the Company in respectof any Shares deliverable hereunder, unless and until certificates representingsuch Shares will have been issued, recorded on the records of the Company orits transfer agents or registrars, and delivered to Participant.

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# 6.             **Dividend Equivalent Rights.**  In the event cash dividends are paid withrespect to Common Stock on and after the Date of Grant and before thesettlement of the Award pursuant to Section 3, on the date this Award issettled upon vesting of Restricted Stock Units pursuant to Section 3,Participant will also receive an amount of cash equal to the per Share amountof cash dividends so paid on or after the Date of Grant and before settlementmultiplied by the number of Shares actually deliverable upon settlement of thisAward.

 

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# 7.             **Effect on Employment**.  Participant acknowledges and agrees that thevesting of the Restricted Stock Units pursuant to Section 2 hereof isearned only by Participant continuing to be an Employee through the applicablevesting dates (and not through the act of being hired or acquiring Shares hereunder).  Participant further acknowledges and agreesthat this Agreement, the transactions contemplated hereunder and the vestingschedule set forth herein do not constitute an express or implied promise ofParticipant continuing to be an Employee for the vesting period, for anyperiod, or at all, and will not interfere with the Participant’s right or theright of the Company (or the Affiliate employing Participant) to terminateParticipant as an Employee at any time, with or without cause.

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# 8.             **TaxWithholding**.  The Companywill withhold otherwise deliverable Shares having a Fair Market Value equal tothe minimum amount required to be withheld with respect to any income,employment and other taxes which the Company determines must be withheld withrespect to such Shares issuable with respect to this Award.  Only whole Shares will be withheld to satisfyany tax withholding obligations pursuant to this Section 8.  At the discretion of the Company, the Companywill either (i) round down the number of Shares so withheld andParticipant will payto the Company an amount in cash sufficient to satisfy the remaining taxwithholding due and payable as a result of the Company not retaining fractionalShares, or (ii) the number of Shares withheld will be rounded up to thenearest whole Share, with a cash refund to Participant for any value of theShares withheld in excess of the tax obligation (pursuant to such procedures asthe Company may specify from time to time). Should the Company round down the number of Shares withheld and isunable to procure the additional cash amounts from Participant, Participantagrees and acknowledges that Participant is giving the Company permission towithhold from Participant’s paycheck(s) or other compensation orremuneration an amount equal to the remaining tax withholding due and payableas a result of the Company not retaining fractional Shares.  By accepting this Award,Participant expressly consents to the withholding of Shares and to anyadditional cash withholding as provided for in this Section 8.

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# 9.             **Additional Conditions to Issuance of Stock**.  If at any time the Company will determine, inits discretion, that the listing, registration or qualification of the Sharesupon any securities exchange or under any state or federal law, or the consentor approval of any governmental regulatory authority is necessary or desirableas a condition to the issuance of Shares to Participant (or his estate), suchissuance will not occur unless and until such listing, registration,qualification, consent or approval will have been effected or obtained free ofany conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of anyShares will violate federal securities laws or other applicable laws, the Companywill defer delivery until the earliest date at which the Company reasonablyanticipates that the delivery of Shares will no longer cause suchviolation.  The Company will make allreasonable efforts to meet the requirements of any such state or federal law orsecurities exchange and to obtain any such consent or approval of any suchgovernmental authority.

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# 10.           **Restrictions on Sale of Securities**.  Subject to Section 9, the Shares issuedas payment for vested Restricted Stock Units awarded under this Agreement willbe registered under the federal securities laws and will be freely tradableupon receipt.  However, Participant’ssubsequent sale of the Shares will be subject to any market blackout-periodthat may be imposed by the Company and must comply with the Company’s insidertrading policies, and any other applicable securities laws.

 

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# 11.           **Successors**.  Subject to the limitation on thetransferability of this grant contained herein, this Agreement will be bindingupon and inure to the benefit of the heirs, legatees, legal representatives,successors and assigns of the parties hereto.

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# 12.           **Address for Notices**.  Any notice to be given to the Company underthe terms of this Agreement will be addressed to the Company, in care of itSecretary at Monaco Coach Corporation, 91320 Coburg Industrial Way, Coburg,Oregon 97408, or at such other address as the Company may hereafter designatein writing.

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# 13.           **Transferability**.  Except to the limited extent provided in Section 4,this grant and the rights and privileges conferred hereby will not betransferred, assigned, pledged or hypothecated in any way (whether by operationof law or otherwise) and will not be subject to sale under execution,attachment or similar process.  Upon anyattempt to transfer, assign, pledge, hypothecate or otherwise dispose of thisgrant, or any right or privilege conferred hereby, or upon any attempted saleunder any execution, attachment or similar process, this grant and the rightsand privileges conferred hereby immediately will become null and void.

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# 14.           **Plan Governs**.  This Agreement is subject to all terms andprovisions of the Plan.  In the event ofa conflict between one or more provisions of this Agreement and one or moreprovisions of the Plan, the provisions of the Plan will govern.

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# 15.           **Administrator Authority**.  The Administrator will have the power tointerpret the Plan and this Agreement and to adopt such rules for theadministration, interpretation and application of the Plan as are consistenttherewith and to interpret or revoke any such rules (including, but notlimited to, the determination of whether or not any Restricted Stock Units havevested).  All actions taken and allinterpretations and determinations made by the Administrator in good faith willbe final and binding upon Participant, the Company and all other interestedpersons.  No member of the Administratorwill be personally liable for any action, determination or interpretation madein 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 underthe Plan or future Restricted Stock Units that may be awarded under the Plan byelectronic means or request Participant’s consent to participate in the Plan byelectronic means.  Participant herebyconsents to receive such documents by electronic delivery and agrees toparticipate in the Plan through an on-line or electronic system established andmaintained by the Company or another third party designated by the Company.

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# 17.           **Captions**.  Captions provided herein are for convenienceonly and are not to serve as a basis for interpretation or construction of thisAgreement.

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# 18.           **Agreement Severable**.  In the event that any provision in thisAgreement will be held invalid or unenforceable, such provision will beseverable from, and such invalidity or unenforceability will not be construedto have any effect on, the remaining provisions of this Agreement.

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# 19.           **Entire Agreement**.  This Agreement constitutes the entireunderstanding of the parties on the subjects covered.  The Participant expressly warrants that he orshe is not

 

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# executing this Agreement in reliance on any promises,representations, or inducements other than those contained herein.

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# 20.           **Modifications to the Agreement**.  This Agreement constitutes the entireunderstanding of the parties on the subjects covered.  The Participant expressly warrants that he orshe is not accepting this Agreement in reliance on any promises,representations, or inducements other than those contained herein.  Modifications to this Agreement or the Plancan be made only in an express written contract executed by a duly authorizedofficer of the Company.  Notwithstandinganything to the contrary in the Plan or this Agreement, the Company reservesthe right to revise this Agreement as it deems necessary or advisable, in its solediscretion and without the consent of Participant, to comply with Section 409Aof the Code or to otherwise avoid imposition of any additional tax or incomerecognition under Section 409A of the Code prior to the actual payment ofShares pursuant to this Award of Restricted Stock Units.

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# 21.           **Amendment, Suspension or Termination of the Plan**.  By accepting this Award, the Participantexpressly warrants that he or she has received a right to acquire Shares underthe Plan, and has received, read and understood a description of the Plan.  The Participant understands that the Plan isdiscretionary in nature and may be modified, suspended or terminated by theCompany at any time.

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# 22.           **Governing Law**.  This Agreement shall be governed by the lawsof the State of Oregon, without giving effect to the conflict of law principlesthereof.  For purposes of litigating anydispute that arises under this Award of Restricted Stock Units or thisAgreement, the parties hereby submit to and consent to the jurisdiction of theState of Oregon**,** and agree thatsuch litigation shall be conducted in the courts of Lane County, Oregon, or thefederal 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/orto be performed.

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INWITNESS WHEREOF, the parties have signed this Agreement effective as of thedate 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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