**EXHIBIT10.14**

 

**MONACOCOACH CORPORATION**

 

**2005SHORT-TERM INCENTIVE COMPENSATION PLAN**

 

**(adopted March 28,2005 by the Compensation Committee)**

 

**Introduction**

 

The purpose of the Monaco Coach 2005Short-Term Incentive Compensation Plan (the “Plan”) is to (i) establishshort-term compensation incentives that are market-based and promote the hiringand retention of key personnel; (ii) ensure that executive compensationawards align the interests of the Company’s Plan participants withstockholders; and (iii) develop a comprehensive compensation structurethat maintains management’s flexibility to recognize and reward individual goalaccomplishments.

 

**Administration of the Plan**

 

The Compensation Committee of the Board ofDirectors (the “Committee”) will approve or disapprove final disposition of allmatters pertaining to the administration of the Plan.

 

The Chief Executive Officer has theresponsibility to administer the Plan, except in respect of compensationmatters pertaining to the Chief Executive Officer, which shall be administeredby the Committee or the Board of Directors.

 

**Plan Participants**

 

The officers of the Company (Vice Presidentand higher) are eligible to participate in this Plan, as well as any other keymanagers of the Company as may be identified by the Chief Executive Officer orthe Committee.

 

Participants must be full time employees ofthe Company to be eligible for bonus payments. Any employee who voluntarily resigns or is terminated for cause during2005 will not be eligible for any bonus payment under the Plan.  Termination of employment as a result ofdeath or disability, or other circumstances as determined by the CompensationCommittee, will result in a pro rata award for the affected Plan participantbased on the period of employment during 2005.

 

**Plan Performance Measures**

 

Performance measures under the Plan wereestablished in March 2005, and consist of the following:

 

•                  Theannual performance target for Plan participants is based on planned EBITDA(earnings before interest, tax, depreciation and amortization) for the 2005fiscal year as the primary incentive measure.

 

•                  Targetbonus opportunities for each participant are established and are represented asa percentage of base salary . The actual bonus opportunity targets range from40% for key managers to 100% for the Chief Executive Officer(1), depending uponthe grade level of the participant’s position.

 

•                  Theactual bonus earned for each participant can vary from 0 to 200% of theindividual’s stated target, depending on Company performance relative to theannual EBITDA measure.

 

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(1) For 2005, Kay L. Toolson, the Company’s Chief ExecutiveOfficer, is the sole participant in the Company’s Section 162(m) plan andany bonus payment to him will be an award of “performance-based compensation”under that plan. 

 

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| • |   | Threshold (50% of Business Plan) |   | No Bonus             |
|--------|--------|----------------------------------|--------|----------------------|
| • |   | 75% of Business Plan             |   | 50% of Target Bonus  |
| • |   | Target (100% of Business Plan)   |   | 100% of Target Bonus |
| • |   | 125% of Business Plan            |   | 150% of Target       |
| • |   | Maximum (150% of Business Plan)  |   | 200% of Target Bonus |

 

•                  Individualperformance, as determined by the Chief Executive Officer and the President,may further affect the actual bonus payment amount for each Plan participant.

 

•                  Aminimum threshold of corporate-level performance, equal to a 6%return-on-equity to stockholders with respect to fiscal 2005, will be appliedto ensure that bonus amounts under the Plan are paid only after attainment of areasonable level of financial performance by the Company.

 

•                  Bonuspayments under the Plan will be paid in 2006, upon ascertainment of theperformance contributions of the Plan participants in 2005.

 

**Amendment or Termination of the Plan**

 

The Committee may terminate, amend or modifythe Plan at any time.

 

**Other Considerations**

 

No right or interest of any participant inthe Plan is assignable or transferable, or subject to any lien, directly or byoperation of law, or otherwise.

 

The eligibility of or participation by anemployee of the Company under this Plan does not guarantee any right tocontinued employment, and the Company reserves the right to terminate theemployment of any Plan participant at any time and for any reason.

 

The Company has the right to deduct from allawards under this Plan any taxes required by law to be withheld with respect tosuch awards.

 

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