Exhibit 10.3.3


 


MONACO COACH
CORPORATION


1993 STOCK PLAN


RESTRICTED STOCK UNIT


AGREEMENT


 


THIS RESTRICTED STOCK
AGREEMENT (the “Agreement”) is effective as of (Date) (the “Date of Grant”),
between MONACO COACH CORPORATION (hereinafter called
the “Company”) and (NAME)  (hereinafter
called the “Participant”).  Unless
otherwise defined herein, 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 of
a Share on the date that it vests.  Prior
to actual payment of any vested Restricted Stock Units, such Restricted Stock
Unit will represent an unsecured obligation of the Company, payable (if at all)
only from the general assets of the Company.


 


2.             Obligation to Pay.  Subject to any acceleration provisions set
forth herein or in the Plan, twenty-five percent (25%) of the Restricted Stock
Units will vest on each anniversary of the Date of Grant, subject to
Participant continuing to be an Employee through each applicable vesting
date.  Notwithstanding the foregoing
vesting schedule, in the event Participant ceases to be an Employee as the
result of Participant’s death, Disability or Retirement, 100% of the Restricted
Stock Units will immediately vest in full. 
In addition, if within twelve (12) months of a Change in Control (i) the
Company (or the Affiliate employing Participant) terminates Participant as an
Employee without Cause, or (ii) Participant resigns as an Employee for
Good Reason, then 100% of the Restricted Stock Units will immediately vest in
full.  Subject to the foregoing
acceleration provisions and any such provisions set forth in the Plan, in the
event Participant ceases to be an Employee for any or no reason before
Participant vests in the right to receive the Shares to be issued pursuant to
the Restricted Stock Unit, the Restricted Stock Unit and Participant’s right to
receive any Shares hereunder will immediately terminate.


 


For
purposes of this Section 2, “Cause” is defined as (i) an act of
dishonesty made by Participant in connection with Participant’s
responsibilities as an Employee, (ii) Participant’s conviction of, or plea
of nolo contendere to, a felony, (iii) Participant’s gross
misconduct, or (iv) Participant’s continued substantial violations of his
employment duties after Participant has received a demand for performance from
the Company.


 


For
purposes of this Section 2, “Good Reason” is defined as (i) a
significant reduction of Participant’s duties, position or responsibilities, or
the removal of Participant from such position and responsibilities, unless
Participant is provided with a comparable position (i.e., a position of equal
or greater organizational level, duties, authority and compensation); provided, however, that a reduction in
duties, position or responsibilities solely by virtue of a Change in Control
shall not constitute “Good Reason”, (ii) the reduction of Participant’s
aggregate base salary and target bonus opportunity (“Base Compensation”) below
Participant’s Base Compensation immediately prior to such reduction, unless the
Company also similarly reduces the Base


 


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


 


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


 


Notwithstanding
anything in the Plan or this Agreement to the contrary, if the vesting of the
balance, or some lesser portion of the balance, of the Restricted Stock Units
is accelerated in connection with Participant’s termination as an Employee
(provided that such termination is a “ separation from service” within the
meaning of Section 409A, as determined by the Company), other than due to
death, and if (i) Participant
is a “specified employee” within the meaning of Section 409A at the time
of such termination as an Employee, and (ii) the payment of such
accelerated Restricted Stock Units will result in the imposition of additional
tax under Section 409A if paid to Participant on or within the six (6) month
period following Participant’s termination as an Employee, then the payment of
such accelerated Restricted Stock Units will not be made until the date six (6) months
and one (1) day following the date of Participant’s termination as an
Employee, unless the Participant dies following his or her termination as an
Employee, in which case, the Restricted Stock Units will be paid in Shares to
the Participant’s estate as soon as practicable following his or her
death.  It is the intent of this
Agreement to comply with the requirements of Section 409A so that none of
the Restricted Stock Units provided under this Agreement or Shares issuable
thereunder 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 final
Treasury Regulations and Internal Revenue Service guidance thereunder, as each
may be amended from time to time.


 


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


 


5.             Rights as Stockholder.  Except as set forth in Section 4,
neither Participant nor any person claiming under or through Participant will
have any of the rights or privileges of a stockholder 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.


 


6.             Dividend Equivalent Rights.  In the event cash dividends are paid with
respect to Common Stock on and after the Date of Grant and before the
settlement of the Award pursuant to Section 3, on the date this Award is
settled upon vesting of Restricted Stock Units pursuant to Section 3,
Participant will also receive an amount of cash equal to the per Share amount
of cash dividends so paid on or after the Date of Grant and before settlement
multiplied by the number of Shares actually deliverable upon settlement of this
Award.


 


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


 


8.             Tax
Withholding.  The Company
will withhold otherwise deliverable Shares having a Fair Market Value equal to
the minimum amount required to be withheld with respect to any income,
employment and other taxes which the Company determines must be withheld with
respect to such Shares issuable with respect to this Award.  Only whole Shares will be withheld to satisfy
any tax withholding obligations pursuant to this Section 8.  At the discretion of the Company, the Company
will either (i) round down the number of Shares so withheld and
Participant will pay
to the Company an amount in cash sufficient to satisfy the remaining tax
withholding due and payable as a result of the Company not retaining fractional
Shares, or (ii) the number of Shares withheld will be rounded up to the
nearest whole Share, with a cash refund to Participant for any value of the
Shares withheld in excess of the tax obligation (pursuant to such procedures as
the Company may specify from time to time). 
Should the Company round down the number of Shares withheld and is
unable to procure the additional cash amounts from Participant, Participant
agrees and acknowledges that Participant is giving the Company permission to
withhold from Participant’s paycheck(s) or other compensation or
remuneration an amount equal to the remaining tax withholding due and payable
as a result of the Company not retaining fractional Shares.  By accepting this Award,
Participant expressly consents to the withholding of Shares and to any
additional cash withholding as provided for in this Section 8.


 


9.             Additional Conditions to Issuance of Stock.  If at any time the Company will determine, in
its discretion, that the listing, registration or qualification of the Shares
upon any securities exchange or under any state or federal law, or the consent
or approval of any governmental regulatory authority is necessary or desirable
as a condition to the issuance of Shares to Participant (or his estate), such
issuance will not occur unless and until such listing, registration,
qualification, consent or approval will have been effected or obtained free of
any conditions not acceptable to the Company. 
Where the Company determines that the delivery of the payment of any
Shares will violate federal securities laws or other applicable laws, the Company
will defer delivery until the earliest date at which the Company reasonably
anticipates that the delivery of Shares will no longer cause such
violation.  The Company will make all
reasonable efforts to meet the requirements of any such state or federal law or
securities exchange and to obtain any such consent or approval of any such
governmental authority.


 


10.           Restrictions on Sale of Securities.  Subject to Section 9, the Shares issued
as payment for vested Restricted Stock Units awarded under this Agreement will
be registered under the federal securities laws and will be freely tradable
upon receipt.  However, Participant’s
subsequent sale of the Shares will be subject to any market blackout-period
that may be imposed by the Company and must comply with the Company’s insider
trading policies, and any other applicable securities laws.


 


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


 


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


 


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


 


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


 


15.           Administrator Authority.  The Administrator will have the power to
interpret the Plan and this Agreement and to adopt such rules for the
administration, interpretation and application of 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 Stock Units have
vested).  All actions taken and all
interpretations and determinations made by the Administrator in good faith will
be final and binding upon Participant, the Company and all other interested
persons.  No member of the Administrator
will be personally liable for any action, determination or interpretation made
in good faith with respect to the Plan or this Agreement.


 


16.           Electronic Delivery.  The Company may, in its sole discretion,
decide to deliver any documents related to Restricted Stock Units awarded under
the Plan or future Restricted Stock Units that may be awarded under the Plan by
electronic means or request Participant’s consent to participate in the Plan by
electronic means.  Participant hereby
consents to receive such documents by electronic delivery and agrees to
participate in the Plan through an on-line or electronic system established and
maintained by the Company or another third party designated by the Company.


 


17.           Captions.  Captions provided herein are for convenience
only and are not to serve as a basis for interpretation or construction of this
Agreement.


 


18.           Agreement Severable.  In the event that any provision in this
Agreement will be held invalid or unenforceable, such provision will be
severable from, and such invalidity or unenforceability will not be construed
to have any effect on, the remaining provisions of this Agreement.


 


19.           Entire Agreement.  This Agreement constitutes the entire
understanding of the parties on the subjects covered.  The Participant expressly warrants that he or
she is not


 


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


 


20.           Modifications to the Agreement.  This Agreement constitutes the entire
understanding of the parties on the subjects covered.  The Participant expressly warrants that he or
she is not accepting this Agreement in reliance on any promises,
representations, or inducements other than those contained herein.  Modifications to this Agreement or the Plan
can be made only in an express written contract executed by a duly authorized
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 necessary or advisable, in its sole
discretion and without the consent of Participant, to comply with Section 409A
of the Code or to otherwise avoid imposition of any additional tax or income
recognition under Section 409A of the Code prior to the actual payment of
Shares pursuant to this Award of Restricted Stock Units.


 


21.           Amendment, Suspension or Termination of the Plan.  By accepting this Award, the Participant
expressly warrants that he or she has received a right to acquire Shares under
the Plan, and has received, read and understood a description of the Plan.  The Participant understands that the Plan is
discretionary in nature and may be modified, suspended or terminated by the
Company at any time.


 


22.           Governing Law.  This Agreement shall be governed by the laws
of the State of Oregon, without giving effect to the conflict of law principles
thereof.  For purposes of litigating any
dispute that arises under this Award of Restricted Stock Units or this
Agreement, the parties hereby submit to and consent to the jurisdiction of the
State of Oregon, and agree that
such litigation shall be conducted in the courts of Lane County, Oregon, or the
federal 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/or
to be performed.


 


IN
WITNESS WHEREOF, the parties have signed this Agreement effective as of the
date 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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