Exhibit 10.3.4


 


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, one hundred
percent (100%) of the Restricted Stock Units will vest on the third anniversary
of the Date of Grant, subject to Participant continuing to be a Director
through such date.  Notwithstanding the
foregoing vesting schedule, in the event Participant ceases to be a Director as
the result of Participant’s Death, Disability or Retirement, 100% of the
Restricted Stock Units will immediately vest in full.  In addition, if on or following a Change of
Control Participant’s status as a Director or a director of the successor
corporation, as applicable, is terminated other than upon a voluntary
resignation by the Participant, then 100% of the Restricted Stock Units will
immediately vest in full.


 


For
purposes of this Section 2, Participant will be considered to have ceased
to be a Director as a result of his or her “Retirement” if Participant has
provided five (5) or more years of continual service as a Director through
the date of such termination.


 


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 a Director or
other Service Provider (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, 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, then the payment of such accelerated Restricted
Stock Units will not be


 


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made
until the date six (6) months and one (1) day following the date of
Participant’s termination, unless the Participant dies following his or her
termination, 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.


 


7.                                       Effect
on Service.  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 a  Director through the applicable vesting
dates. 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
a Director for the vesting period, for any period, or at all.


 


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


 


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(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.


 


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 its’ 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.


 


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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 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


 


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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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