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.
9.
RESTRICTIONS ON SALE OF SECURITIES.
SUBJECT TO SECTION 8, THE SHARES ISSUED AS PAYMENT FOR VESTED PERFORMANCE SHARES
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.
10.
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.
11.
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.
12.
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.
13.
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.
14.
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