POLICIES, AND ANY OTHER APPLICABLE SECURITIES LAWS.
11.
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.
12.
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 ITS' 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.
13.
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.
14.
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.
3
15.
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 DETERMINATION OF WHETHER OR NOT ANY RESTRICTED STOCK UNITS
HAVE VESTED).
ALL ACTIONS TAKEN AND ALL INTERPRETATIONS AND DETERMINATIONS MADE
BY THE ADMINISTRATOR IN GOOD FAITH WILL BE FINAL AND BINDING UPON PARTICIPANT,
THE COMPANY AND ALL OTHER INTERESTED PERSONS.
NO MEMBER OF THE ADMINISTRATOR
WILL BE PERSONALLY LIABLE FOR ANY ACTION, DETERMINATION OR INTERPRETATION MADE
IN GOOD FAITH WITH RESPECT TO THE PLAN OR THIS AGREEMENT.
16.
ELECTRONIC DELIVERY.
THE COMPANY MAY, IN
ITS SOLE DISCRETION, DECIDE TO DELIVER ANY DOCUMENTS RELATED TO RESTRICTED STOCK
UNITS AWARDED UNDER THE PLAN OR FUTURE RESTRICTED STOCK UNITS THAT MAY BE
AWARDED UNDER THE PLAN BY ELECTRONIC MEANS OR REQUEST PARTICIPANT'S CONSENT TO
PARTICIPATE IN THE PLAN BY ELECTRONIC MEANS.
PARTICIPANT HEREBY CONSENTS TO
RECEIVE SUCH DOCUMENTS BY ELECTRONIC DELIVERY AND AGREES TO PARTICIPATE IN THE
PLAN THROUGH AN ON-LINE OR ELECTRONIC SYSTEM ESTABLISHED AND MAINTAINED BY THE
COMPANY OR ANOTHER THIRD PARTY DESIGNATED BY THE COMPANY.
17.
CAPTIONS.
CAPTIONS PROVIDED HEREIN ARE
FOR CONVENIENCE ONLY AND ARE NOT TO SERVE AS A BASIS FOR INTERPRETATION OR
CONSTRUCTION OF THIS AGREEMENT.
18.
AGREEMENT SEVERABLE.
IN THE EVENT THAT
ANY PROVISION IN THIS AGREEMENT WILL BE HELD INVALID OR UNENFORCEABLE, SUCH
PROVISION WILL BE SEVERABLE FROM, AND SUCH INVALIDITY OR UNENFORCEABILITY WILL