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 PURCHASE STOCK 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:
Chairman and Chief Executive Officer
ACCEPTED
Participant
PRINT NAME:
DATE: