Exhibit 10.2
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 (
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RESTRICTED STOCK UNITS UNDER THE PLAN. EACH RESTRICTED STOCK UNIT REPRESENTS A
RIGHT TO RECEIVE A SHARE AT THE TIMES AND SUBJECT TO THE TERMS AND CONDITIONS AS
SET FORTH HEREIN. 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. NO RESTRICTED STOCK UNITS WILL VEST HEREUNDER
UNLESS AND UNTIL THE COMPANY ACHIEVES EITHER (A) 10% RETURN ON EQUITY FOR THE
COMPANY'S FISCAL YEAR 2007, OR (B) AN AVERAGE OF 10% RETURN ON EQUITY FOR THE
COMPANY'S FISCAL YEARS FROM 2007 THROUGH 2009 (THE "PERFORMANCE CONDITION"),
EXCEPT THAT IF THE COMPANY EXPERIENCES A CHANGE IN CONTROL PRIOR TO THE
COMMENCEMENT OF THE COMPANY'S 2010 FISCAL YEAR, THEN VESTING OF THE RESTRICTED
STOCK UNITS WILL NO LONGER BE CONDITIONED UPON THE ACHIEVEMENT OF EITHER OF THE
PERFORMANCE OBJECTIVES SET FORTH IN CLAUSES (A) AND (B) AND THE PERFORMANCE
CONDITION WILL BE DEEMED TO HAVE BEEN SATISFIED. SUBJECT TO SATISFACTION OF THE
PERFORMANCE CONDITION AND ANY VESTING ACCELERATION PROVISIONS SET FORTH HEREIN
OR IN THE PLAN, ONE HUNDRED PERCENT (100%) OF THE RESTRICTED STOCK UNITS WILL
VEST ON THE THIRD (3RD) ANNIVERSARY OF THE DATE OF GRANT, SUBJECT TO PARTICIPANT
CONTINUING TO BE AN EMPLOYEE THROUGH SUCH DATE. NOTWITHSTANDING THE VESTING
SCHEDULE IN THE PREVIOUS SENTENCE, IN THE EVENT PARTICIPANT CEASES TO BE AN
EMPLOYEE AS THE RESULT OF PARTICIPANT'S DEATH, DISABILITY OR RETIREMENT, 100% OF
THE RESTRICTED STOCK UNITS WILL IMMEDIATELY VEST IN FULL; PROVIDED, HOWEVER,
THAT IF AT THE TIME OF SUCH TERMINATION THE PERFORMANCE CONDITION HAS NOT BEEN
SATISFIED, THEN THE RESTRICTED STOCK UNITS WILL VEST IF AND TO THE EXTENT THE
PERFORMANCE CONDITION IS THEREAFTER SATISFIED, WHICH WILL BE SETTLED AT THE TIME
SUCH CONDITION IS SATISFIED. IN ADDITION, IF WITHIN TWELVE (12) MONTHS OF A
CHANGE IN CONTROL (I) THE COMPANY (OR THE AFFILIATE EMPLOYING PARTICIPANT)
TERMINATES PARTICIPANT AS AN EMPLOYEE WITHOUT CAUSE, OR (II) PARTICIPANT RESIGNS
AS AN EMPLOYEE FOR GOOD REASON, THEN 100% OF THE RESTRICTED STOCK UNITS WILL
IMMEDIATELY VEST IN FULL. SUBJECT TO THE FOREGOING PROVISIONS OF THIS PARAGRAPH
AND THE PROVISIONS OF THE PLAN, IN THE EVENT PARTICIPANT CEASES TO BE AN
EMPLOYEE FOR ANY OR NO REASON BEFORE PARTICIPANT VESTS IN THE RIGHT TO RECEIVE
THE SHARES TO BE ISSUED PURSUANT TO THE RESTRICTED STOCK UNIT OR IT BECOMES NO
LONGER POSSIBLE TO SATISFY THE PERFORMANCE CONDITION, THE RESTRICTED STOCK UNITS
AND PARTICIPANT'S