**Exhibit10.4**

 

**MONACO COACH CORPORATION**

**1993 STOCK PLAN**

**RESTRICTED STOCK UNIT**

**AGREEMENT**

 

THIS RESTRICTEDSTOCK 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”). Unlessotherwise defined herein, the terms defined in the amended and restated 1993Stock 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 avalue equal to the Fair Market of a Share on the date that it vests. Prior toactual payment of any vested Restricted Stock Units, such Restricted Stock Unitwill represent an unsecured obligation of the Company, payable (if at all) onlyfrom the general assets of the Company.

#  

# 2.             **Obligation to Pay**. Subject to any acceleration provisions set forthherein or in the Plan, twenty-five percent (25%) of the Restricted Stock Unitswill vest on each anniversary of the Date of Grant, subject to Participantcontinuing to be an Employee through each applicable vesting date. Notwithstandingthe foregoing vesting schedule, in the event Participant ceases to be an Employeeas the result of Participant’s death, Disability or Retirement, 100% of theRestricted Stock Units will immediately vest in full. In addition, if withintwelve (12) months of a Change in Control (i) the Company (or the Affiliateemploying Participant) terminates Participant as an Employee without Cause, or(ii) Participant resigns as an Employee for Good Reason, then 100% of theRestricted Stock Units will immediately vest in full. Subject to the foregoingacceleration provisions and any such provisions set forth in the Plan, in theevent Participant ceases to be an Employee for any or no reason beforeParticipant vests in the right to receive the Shares to be issued pursuant tothe Restricted Stock Unit, the Restricted Stock Unit and Participant’s right toreceive any Shares hereunder will immediately terminate.

#  

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

 

For purposes of this Section 2, “Good Reason” is defined as (i) asignificant reduction of Participant’s duties, position or responsibilities, orthe removal of Participant from such position and responsibilities, unlessParticipant is provided with a comparable position (i.e., a position of equalor greater organizational level, duties, authority and compensation); *provided, however,* that a reduction induties, position or responsibilities solely by virtue of a Change in Controlshall not constitute “Good Reason”, (ii) the reduction of Participant’saggregate base salary and target bonus opportunity (“Base Compensation”) belowParticipant’s Base Compensation immediately prior to such reduction, unless theCompany also similarly reduces the Base Compensation of all other similarlysituated employees of the Company (and its successor) or (iii) a relocation ofParticipant’s principal place of employment by more than fifty (50) miles.

 

1

----

 

# 3.             **Payment after Vesting**. Any Restricted Stock Units that vest inaccordance with Section 2 will be paid to Participant (or in the event ofParticipant’s death, to his or her estate) in whole Shares, subject toParticipant satisfying any applicable tax withholding obligations as set forthin Section 8. Notwithstanding the foregoing sentence, to the extent necessaryto avoid the imposition of any additional tax or income recognition underSection 409A of the Code prior to or upon the actual payment of Shares pursuantto this Award of Restricted Stock Units, any Restricted Stock Units that vestin accordance with Section 2 will be paid to Participant (or in the event ofParticipant’s death, to his or her estate) no earlier than six (6) months andone (1) day following the date of Participant’s termination of employment withthe Company (or any Affiliate), subject to Section 8. The Participant will notbe required to make any additional monetary payment (other than applicable taxwithholding, if any) upon settlement of the Award.

#  

# 4.             **Payments after Death**. Any distribution or delivery to be made toParticipant under this Agreement will, if Participant is then deceased, be madeto Participant’s designated beneficiary, or if no beneficiary survivesParticipant, the administrator or executor of Participant’s estate. Any suchtransferee must furnish the Company with (a) written notice of his or herstatus as transferee, and (b) evidence satisfactory to the Company to establishthe validity of the transfer and compliance with any laws or regulationspertaining to said transfer.

#  

# 5.             **Rights as Stockholder**. Except as set forth in Section 4, neitherParticipant nor any person claiming under or through Participant will have anyof the rights or privileges of a stockholder of the Company in respect of anyShares deliverable hereunder, unless and until certificates representing suchShares will have been issued, recorded on the records of the Company or itstransfer agents or registrars, and delivered to Participant.

#  

# 6.             **Dividend Equivalent Rights****.**In the event cash dividends are paid with respectto Common Stock on and after the Date of Grant and before the settlement of theAward pursuant to Section 3, on the date this Award is settled upon vesting ofRestricted Stock Units pursuant to Section 3, Participant will also receive anamount of cash equal to the per Share amount of cash dividends so paid on orafter the Date of Grant and before settlement multiplied by the number ofShares actually deliverable upon settlement of this Award.

#  

# 7.             **Effect on Employment**. Participant acknowledges and agrees that thevesting of the Restricted Stock Units pursuant to Section 2 hereof is earnedonly by Participant continuing to be an Employee through the applicable vestingdates (and not through the act of being hired or acquiring Shares hereunder). Participantfurther acknowledges and agrees that this Agreement, the transactionscontemplated hereunder and the vesting schedule set forth herein do notconstitute an express or implied promise of Participant continuing to be anEmployee for the vesting period, for any period, or at all, and will notinterfere with the Participant’s right or the right of the Company (or theAffiliate employing Participant) to terminate Participant as an Employee at anytime, with or without cause.

#  

# 8.             **Tax Withholding**. Notwithstanding any contrary provision of thisAgreement, no certificate representing Shares will be issued to Participant,unless and until satisfactory arrangements (as determined by the Administrator)will have been made by Participant with respect to the payment of income,employment and other taxes which the Company determines must be withheld withrespect to such Shares so issuable. All income, employment and other taxesrelated to the Restricted Stock Unit and any Shares delivered in paymentthereof are the sole responsibility of Participant. The Administrator, in itssole discretion and pursuant to such

 

2

----

 

# procedures as it may specify from time totime, may permit Participant to satisfy such tax withholding obligation, inwhole or in part by one or more of the following (without limitation): (a)paying cash or (b) selling a sufficient number of such Shares otherwisedeliverable to Participant through such means as the Company may determine in itssole discretion (whether through a broker or otherwise) equal to the amountrequired to be withheld. If Participant fails to make satisfactory arrangementsfor the payment of any required tax withholding obligations hereunder at thetime this Award is otherwise scheduled to vest pursuant to Section 2,Participant agrees and acknowledges that the Company, in its discretion, shallhave the right (but not the obligation) to satisfy any tax withholdingobligations by either (i) reducing the number of Shares otherwise deliverableto Participant having a Fair Market Value equal to the minimum amount requiredto be withheld, or (ii) selling a sufficient number of Shares otherwisedeliverable to Participant on Participant’s behalf through such means as theCompany may determine in its sole discretion (whether through a broker orotherwise) equal to the amount required to be withheld.

#  

# 9.             **Additional Conditions to Issuanceof Stock**. If at any time theCompany will determine, in its discretion, that the listing, registration orqualification of the Shares upon any securities exchange or under any state orfederal law, or the consent or approval of any governmental regulatoryauthority is necessary or desirable as a condition to the issuance of Shares toParticipant (or his estate), such issuance will not occur unless and until suchlisting, registration, qualification, consent or approval will have beeneffected or obtained free of any conditions not acceptable to the Company. Wherethe Company determines that the delivery of the payment of any Shares willviolate federal securities laws or other applicable laws, the Company willdefer delivery until the earliest date at which the Company reasonablyanticipates that the delivery of Shares will no longer cause such violation. TheCompany will make all reasonable efforts to meet the requirements of any suchstate or federal law or securities exchange and to obtain any such consent orapproval of any such governmental authority.

#  

# 10.           **Restrictions on Sale ofSecurities**. Subject toSection 9, the Shares issued as payment for vested Restricted Stock Unitsawarded under this Agreement will be registered under the federal securitieslaws and will be freely tradable upon receipt. However, Participant’ssubsequent sale of the Shares will be subject to any market blackout-periodthat may be imposed by the Company and must comply with the Company’s insidertrading policies, and any other applicable securities laws.

#  

# 11.           **Successors**. Subject to the limitation on the transferabilityof this grant contained herein, this Agreement will be binding upon and inureto the benefit of the heirs, legatees, legal representatives, successors andassigns of the parties hereto.

#  

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

#  

# 13.           **Transferability**. Except to the limited extent provided in Section4, 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 any attempt to transfer, assign, pledge,hypothecate or otherwise dispose of this grant, or any right or privilegeconferred hereby, or upon

 

3

----

 

# any attempted sale under any execution,attachment or similar process, this grant and the rights and privilegesconferred hereby immediately will become null and void.

#  

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

#  

# 15.           **Administrator Authority**. The Administrator will have the power tointerpret the Plan and this Agreement and to adopt such rules for theadministration, interpretation and application of the Plan as are consistenttherewith and to interpret or revoke any such rules (including, but not limitedto, the determination of whether or not any Restricted Stock Units have vested).All actions taken and all interpretations and determinations made by theAdministrator in good faith will be final and binding upon Participant, theCompany and all other interested persons. No member of the Administrator willbe personally liable for any action, determination or interpretation made ingood faith with respect to the Plan or this Agreement.

#  

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

#  

# 17.           **Captions**. Captions provided herein are for convenienceonly and are not to serve as a basis for interpretation or construction of thisAgreement.

#  

# 18.           **Agreement Severable**. In the event that any provision in thisAgreement will be held invalid or unenforceable, such provision will beseverable from, and such invalidity or unenforceability will not be construedto have any effect on, the remaining provisions of this Agreement.

#  

# 19.           **Entire Agreement**. This Agreement constitutes the entireunderstanding of the parties on the subjects covered. The Participant expresslywarrants that he or she is not executing this Agreement in reliance on anypromises, representations, or inducements other than those contained herein.

#  

# 20.          **Modifications to the Agreement**. This Agreement constitutes the entireunderstanding of the parties on the subjects covered. The Participant expresslywarrants that he or she is not accepting this Agreement in reliance on anypromises, representations, or inducements other than those contained herein. Modificationsto this Agreement or the Plan can be made only in an express written contractexecuted by a duly authorized officer of the Company. Notwithstanding anythingto the contrary in the Plan or this Agreement, the Company reserves the rightto revise this Agreement as it deems necessary or advisable, in its sole discretionand without the consent of Participant, to comply with Section 409A of the Codeor to otherwise avoid imposition of any additional tax or income recognitionunder Section 409A of the Code prior to the actual payment of Shares pursuantto this Award of Restricted Stock Units.

#  

# 21.           **Amendment, Suspension orTermination of the Plan**. Byaccepting this Award, the Participant expressly warrants that he or she hasreceived a right to acquire Shares under the

 

4

----

 

# Plan, and has received, read and understood adescription of the Plan. The Participant understands that the Plan isdiscretionary in nature and may be modified, suspended or terminated by theCompany at any time.

#  

# 22.           **Governing Law**. This Agreement shall be governed by the laws ofthe State of Oregon, without giving effect to the conflict of law principlesthereof. For purposes of litigating any dispute that arises under this Award ofRestricted Stock Units or this Agreement, the parties hereby submit to andconsent to the jurisdiction of the State 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.

#  

IN WITNESS WHEREOF, the parties have signed this Agreement effective asof the date and year indicated above.

 
|        | MONACO COACH CORPORATION |
|-------------|--------------------------|
|        |                     |
|        |                     |
|        | By:                      |   |   |
|        |                     | Kay L. Toolson, Chairman and |
|        |                     | Chief Executive Officer |
|        |                     |
| ACCEPTED:   |                     |   |
|        | Participant              |   |
|        |                     |
|        |                     |
| PRINT NAME: |                     |   |
|        |                     |
|        |                     |
| DATE:       |                     |   |
|             |                          |  |  |  |  |  |

 

5

----