Exhibit 10.3.2
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 (THAT IS, THE AWARD WILL BE SETTLED IN THE CALENDAR YEAR IN WHICH THE
COMPANY IS FIRST ABLE TO DETERMINE WHETHER AND TO WHAT EXTENT THE PERFORMANCE
CONDITION HAS BEEN 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