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**Exhibit 10.3.4**

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**MONACO COACH CORPORATION**

**1993 STOCK PLAN**

**RESTRICTED STOCK UNIT**

**AGREEMENT**

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THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is effectiveas of (Date) (the “Date ofGrant”), between MONACO COACHCORPORATION (hereinafter called the “Company”) and (NAME)****(hereinafter called the “Participant”).  Unless otherwise definedherein, the terms defined in the amended and restated 1993 Stock 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.                                       **Obligationto Pay**.  Subject toany acceleration provisions set forth herein or in the Plan, one hundredpercent (100%) of the Restricted Stock Units will vest on the third anniversaryof the Date of Grant, subject to Participant continuing to be a Directorthrough such date.  Notwithstanding theforegoing vesting schedule, in the event Participant ceases to be a Director asthe result of Participant’s Death, Disability or Retirement, 100% of theRestricted Stock Units will immediately vest in full.  In addition, if on or following a Change ofControl Participant’s status as a Director or a director of the successorcorporation, as applicable, is terminated other than upon a voluntaryresignation by the Participant, then 100% of the Restricted Stock Units willimmediately vest in full.

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Forpurposes of this Section 2, Participant will be considered to have ceasedto be a Director as a result of his or her “Retirement” if Participant hasprovided five (5) or more years of continual service as a Director throughthe date of such termination.

 

# 3.                                       **Paymentafter Vesting**.  AnyRestricted Stock Units that vest in accordance with Section 2 will be paidto Participant (or in the event of Participant’s death, to his or her estate)in whole Shares assoon as administratively practicable after vesting, subject to Participantsatisfying any 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 a Director orother Service Provider (provided that such termination is a “separation fromservice” within the meaning of Section 409A, as determined by theCompany), other than due to death**,**and if (i) Participant is a “specified employee” within the meaning of Section 409Aat the time of such termination, and (ii) the payment of such acceleratedRestricted Stock Units will result in the imposition of additional tax under Section 409Aif paid to Participant on or within the six (6) month period followingParticipant’s termination, then the payment of such accelerated RestrictedStock Units will not be

 

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madeuntil the date six (6) months and one (1) day following the date ofParticipant’s termination, unless the Participant dies following his or hertermination, in which case, the Restricted Stock Units will be paid in Sharesto the 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.                                       **Paymentsafter Death**.  Anydistribution or delivery to be made to Participant under this Agreement will,if Participant is then deceased, be made to Participant’s designatedbeneficiary, or if no beneficiary survives Participant, the administrator orexecutor of Participant’s estate.  Anysuch transferee must furnish the Company with (i) written notice of his orher status as transferee, and (ii) evidence satisfactory to the Company toestablish the validity of the transfer and compliance with any laws orregulations pertaining to said transfer.

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# 5.                                       **Rightsas Stockholder**.  Except asset forth in Section 4, neither Participant nor any person claiming underor through Participant will have any of the rights or privileges of astockholder of the Company in respect of any Shares deliverable hereunder,unless and until certificates representing such Shares will have been issued,recorded on the records of the Company or its transfer agents or registrars,and delivered to Participant.

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# 6.                                       **DividendEquivalent 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.                                       **Effecton Service**.  Participantacknowledges and agrees that the vesting of the Restricted Stock Units pursuantto Section 2 hereof is earned only by Participant continuing to be a  Director through the applicable vestingdates. Participant further acknowledges and agrees that this Agreement, thetransactions contemplated hereunder and the vesting schedule set forth hereindo not constitute an express or implied promise of Participant continuing to bea Director for the vesting period, for any period, or at all.

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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 tax withholdingdue and payable as a result of the Company not retaining fractional Shares, or (ii) thenumber of Shares withheld will be rounded up to the nearest whole Share, with acash refund to Participant for any value of the Shares withheld in excess ofthe tax obligation

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# (pursuant to suchprocedures as the Company may specify from time to time).  Should the Company round down the number ofShares withheld and is unable to procure the additional cash amounts fromParticipant, Participant agrees and acknowledges that Participant is giving theCompany permission to withhold from Participant’s paycheck(s) or othercompensation or remuneration an amount equal to the remaining tax withholdingdue and payable as a result of the Company not retaining fractionalShares.  By accepting this Award, Participantexpressly consents to the withholding of Shares and to any additional cashwithholding as provided for in this Section 8.

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# 9.                                         **AdditionalConditions 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, theCompany will defer delivery until the earliest date at which the Companyreasonably anticipates 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.                                    **Restrictionson Sale of Securities**. Subject to Section 9, the Shares issued as payment for vestedRestricted Stock Units awarded under this Agreement will be registered underthe federal securities laws and will be freely tradable upon receipt.  However, Participant’s subsequent sale of theShares will be subject to any market blackout-period that may be imposed by theCompany and must comply with the Company’s insider trading policies, and anyother 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.                                    **Addressfor Notices**.  Any noticeto be given to the Company under the terms of this Agreement will be addressedto the Company, in care of its’ Secretary at Monaco Coach Corporation, 91320Coburg Industrial Way, Coburg, Oregon 97408, or at such other address as theCompany may hereafter designate in 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.                                    **PlanGoverns**.  ThisAgreement is subject to all terms and provisions of the Plan.  In the event of a conflict between one ormore provisions of this Agreement and one or more provisions of the Plan, theprovisions of the Plan will govern.

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# 15.                                 **AdministratorAuthority**.  TheAdministrator will have the power to interpret the Plan and this Agreement andto adopt such rules for the administration, interpretation and applicationof the Plan as are consistent therewith and to interpret or revoke any such rules (including,but not limited to, the determination of whether or not any Restricted StockUnits have vested).  All actions takenand all interpretations and determinations made by the Administrator in goodfaith will be final and binding upon Participant, the Company and all otherinterested persons.  No member of theAdministrator will be personally liable for any action, determination orinterpretation made in good faith with respect to the Plan or this Agreement.

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# 16.                                    **ElectronicDelivery**.  The Companymay, in its sole discretion, decide to deliver any documents related toRestricted Stock Units awarded under the Plan or future Restricted Stock Unitsthat may be awarded under the Plan by electronic means or request Participant’sconsent to participate in the Plan by electronic means.  Participant hereby consents to receive suchdocuments by electronic delivery and agrees to participate in the Plan throughan on-line or electronic system established and maintained by the Company oranother 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.                                    **AgreementSeverable**.  In theevent that any provision in this Agreement will be held invalid orunenforceable, such provision will be severable from, and such invalidity orunenforceability will not be construed to have any effect on, the remainingprovisions of this Agreement.

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# 19.                                 **EntireAgreement**.  ThisAgreement constitutes the entire understanding of the parties on the subjectscovered.  The Participant expresslywarrants that he or she is not executing this Agreement in reliance on anypromises, representations, or inducements other than those contained herein.

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# 20.                                 **Modificationsto the Agreement**.  ThisAgreement constitutes the entire understanding of the parties on the subjectscovered.  The Participant expresslywarrants that he or she is not accepting this Agreement in reliance on anypromises, representations, or inducements other than those containedherein.  Modifications to this Agreementor the Plan can be made only in an express written contract executed by a dulyauthorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Agreement,the Company reserves the right to revise this Agreement as it deems necessaryor advisable, in its sole discretion and without the consent of Participant, tocomply with Section 409A of the Code or to otherwise avoid imposition ofany additional tax or income recognition under Section 409A of the Codeprior to the actual payment of Shares pursuant to this Award of RestrictedStock 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.                                  **GoverningLaw**.  This Agreement shall begoverned by the laws of the State of Oregon, without giving effect to theconflict of law principles thereof.  Forpurposes of litigating

 

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# 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 that such litigation shall be conducted in thecourts of Lane County, Oregon, or the federal courts for the United Stateslocated in or around Lane County, Oregon, and no other courts, where this Awardof Restricted Stock Units is made and/or to be performed.

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IN WITNESS WHEREOF, the parties have signed thisAgreement effective as of the date and yearindicated above.

 
|   | MONACO COACH CORPORATION |
|--------|--------------------------|
|   |                     |   |
|   | By:                      |   |
|   |                     | Kay L. Toolson, Chairman and |
|   |                     | Chief Executive Officer |

 
| ACCEPTED: |        |   |
|-----------|-------------|--------|
|      | Participant |

 
| PRINT NAME: |   |   |
|-------------|--------|--------|

 
| DATE: |   |   |
|-------|--------|--------|

 

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