**Exhibit 10.13**

 

Form of Stock OptionAgreement

 

1.  Grant of Options.                            (the “Optionee”) has been serving as a key employee of National R.V. Holdings, Inc.or of National R.V. Inc. or Country Coach Inc., wholly-owned subsidiaries of NationalR.V. Holdings, Inc. (collectively, the “Company”). As compensation for theOptionee’s services to the Company and to create an incentive to the Optionee incarrying out his duties, the Company hereby grants, as of the date hereof,                        (the “Grant Date”), to the Optionee, options (the “Options”) to purchase                         shares (the “Shares”) of Common Stock, $.01 par value, of the Company, subject toall the terms and conditions of this Stock Option Agreement (the “Agreement”) andthe Company’s                Stock Option Plan (the “Plan”) which is incorporated in its entirety herein. Inthe event of any inconsistency between the terms of this Agreement and theprovisions of the Plan, the provisions of the Plan shall control. The Options grantedhereby shall terminate and expire on the tenth anniversary of the Grant Date, orearlier upon termination of employment as described in the Plan. As many of theOptions granted hereby as permitted under the Internal Revenue Code of 1986, asamended (the “Code”), shall be deemed Incentive Stock Options within themeaning of the Plan and the Code. The Company shall make the determination asto the number of Options, which shall be classified as Incentive Stock Options.

 

2.  Exercise of the Option.  Unless this Option is terminated in accordancewith the Plan, the Optionee may exercise the Options according to the followingvesting schedule: Options shall be exercisable in three equal installments eachequal to 33.33% of the entire Option granted, the first of which shall become exercisableon the first anniversary of the date of the grant of the Options, the second installmentof which shall become exercisable on the second anniversary of the date of thegrant of the Options and the third installment of which shall becomeexercisable on the third anniversary of the date of the grant of the Options.Shares shall become fully vested on the dates shown as follows:

 

Incentive stock options (ISO) - nn,nnn Shares:

 
| **Shares** | ** ** | **Type**   | ** ** | **Full Vest** | ** ** | **Expiration** | ** ** |
|------------|------------|------------|------------|---------------|------------|----------------|------------|
| ** ** | ** ** | ** ** | ** ** | ** **    | ** ** | ** **     | ** ** |
| ** ** | ** ** | ** ** | ** ** | ** **    | ** ** | ** **     | ** ** |
| ** ** | ** ** | ** ** | ** ** | ** **    | ** ** | ** **     | ** ** |

 

Non-qualified stock options (NQ) - nn,nnn Shares:

 
| **Shares** | ** ** | **Type**   | ** ** | **Full Vest** | ** ** | **Expiration** | ** ** |
|------------|------------|------------|------------|---------------|------------|----------------|------------|
| ** ** | ** ** | ** ** | ** ** | ** **    | ** ** | ** **     | ** ** |
| ** ** | ** ** | ** ** | ** ** | ** **    | ** ** | ** **     | ** ** |
| ** ** | ** ** | ** ** | ** ** | ** **    | ** ** | ** **     | ** ** |

 

3.  The Exercise Price.  The exercise price shall be $      per share, subject to adjustments as described in the Plan (the “Exercise Price”).

 

4.  Transferability.  These Options may only be transferred inaccordance with the Plan.

 

5.  Manner of Exercise.  These Options shall be exercisable by deliveryto the Company of a notice in the form attached hereto as Exhibit A orsuch other form that is acceptable by the Company (the “Notice”) which has beencompleted and duly executed by the Optionee and payment of the Exercise Pricein the form of cash or a check payable to the Company, or in shares of theCompany’s Common Stock or any combination thereof. In the event that all orpart of the Exercise Price is paid in shares of the Company’s Common Stock, theshares used in payment shall be valued at their Fair Market Value on the dateof exercise of these Options. Fair Market Value on any date means the averageof the high and

 

----

 

low sales prices of the shares on such date on the principal nationalsecurities exchange (including on the New York Stock Exchange) on which suchshares are listed or admitted to trading, or if such shares are not so listed, admittedto trading or quoted, the arithmetic mean of the per share closing bid priceand per share closing asked price on such date as quoted on Nasdaq or such othermarket in which such prices are regularly quoted, or, if there have been no publishedbid or asked quotations with respect to shares on such date, the Fair Market Valueshall be the value established by the Board of Directors in good faith. Aspromptly as practicable following receipt of the Notice and Exercise Price, theCompany shall issue to the Optionee certificates representing the full numberof Shares set forth in such Notice.

 

6.  Notices.  Any notice, request, instructions or otherdocument required or permitted hereunder shall be given in writing and shall bedeemed to be effective upon personal delivery or on the fifth day following depositin the United States mail by certified or registered mail, postage prepaid, addressedto the Optionee at its address shown above, to the Company at 135 E. 1stAvenue, Junction City, Oregon 97448 or 3411 N. Perris Blvd., Perris, California92571, or to such other address as either party may designate in writing to theother party.

 

IN WITNESS WHEREOF, the parties have executedthis Agreement as of the date set forth below.

 
| Dated: |                         |   |   |
|--------|------------------------------|--------|--------|
|   |                         |
|   |                         |
|   | NATIONAL R.V. HOLDINGS, INC. |
|   |                         |
|   |                         |
|   | OPTIONEE                     |

 

2

----