Exhibit 10.3.1

MONACO COACH CORPORATION

1993 STOCK PLAN

PERFORMANCE SHARE

AGREEMENT

THIS PERFORMANCE SHARE 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 a target number of Performance Shares equal to (   #  ) under the Plan.  This Award relates to the Performance Period for fiscal years 2007-2009.  The number of Performance Shares that a Participant may earn will depend upon achievement of targets of Total Shareholder Return and Return on Net Assets for the Performance Period and will be determined in accordance with the Performance Share Award Program, a copy of which is attached hereto as Appendix A.  In accordance with the Performance Share Award Program, the number of the Performance Shares that Participant may earn will range from zero percent (0%) of the target number of Performance Shares to two hundred percent (200%) of the target number of Performance Shares.  The number of such Shares shall be determined following the end of the Performance Period, in accordance with the terms and conditions set forth in the Performance Share Award Program.

2.              Obligation to Pay .  Each Performance Share represents the right to receive one Share to the extent it is earned.  Unless and until the Performance Shares are earned in the manner set forth in Section 1 and the Performance Share Award Program, Participant will have no right to payment of such Performance Shares.  Prior to actual payment of any earned Performance Shares, such Performance Shares will represent an unsecured obligation.  Payment of any earned Performance Shares shall be made in whole Shares only.  Notwithstanding the foregoing provisions of this Section 2, in the event the Company (or the Subsidiary employing Participant) terminates Participant as an Employee without Cause or Participant ceases to be an Employee as the result of Participant’s death or Disability, Participant will be entitled to receive a pro-rated amount of the Performance Shares that would have actually been earned during the Performance Period had Participant remained an Employee through the end of the Performance Period based on the amount of time Participant was an Employee during the Performance Period, which will be settled at the time they would have otherwise been paid pursuant to the Performance Share Award Program.  In addition, in the event Participant ceases to be an Employee as the result of his or her Retirement, Participant will be entitled to receive 100% of the Performance Shares that would have otherwise been earned under the Performance Share Award Program had Participant remained an Employee through the end of the Performance Period, which will be settled at the time they would have otherwise been paid pursuant to the Performance Share Award Program.  In addition, in the event of a Change in Control that occurs during the Performance Period while Participant is an Employee, a number of Performance Shares will be earned and paid out as if all performance objectives under the Performance Share Award Program had been earned at target, which will be settled upon consummation of the Change in Control.  Subject to the foregoing acceleration provisions and any such provisions set forth in the Plan, in the event Participant ceases to be an Employee for any or no reason before Participant earns the Performance Shares pursuant to this Award, the Performance Share Award and Participant’s right to acquire any Shares hereunder will immediately terminate.

For purposes of this Section 2, “Cause” is defined as (i) an act of dishonesty made by Participant in connection with Participant’s responsibilities as an Employee, (ii) Participant’s conviction of, or plea of nolo contendere to, a felony, (iii) Participant’s gross misconduct, or (iv) Participant’s continued substantial violations of his employment duties after Participant has received a demand for performance from the Company.

3.              Payment after Earning .  Any Performance Shares that are earned or are deemed earned in accordance with Section 2 will be paid to Participant (or in the event of Participant’s death, to his or her estate) in whole Shares, subject to Participant satisfying any applicable tax withholding obligations as set forth in Section 7.  Notwithstanding the foregoing sentence, to the extent necessary to avoid the imposition of any additional tax or income recognition under Section 409A of the Code prior to or upon the actual payment of Shares pursuant to this Award of Performance Shares that are earned in accordance with Section 2 will be paid to Participant (or in the event of Participant’s death, to his or her estate) no earlier than six (6) months and one (1) day following the date of Participant’s termination of employment with the Company (or any Affiliate), subject to Section 7.  Participant will not be required to make any additional monetary payment (other than applicable tax withholding, if any) upon settlement of the Award. 

4.              Payments after Death .  Any distribution or delivery to be made to Participant under this Agreement will, if Participant is then deceased, be made to Participant’s designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant’s estate.  Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

5.              Rights as Stockholder .  Except as set forth in Section 4, neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder, unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant.

6.              Effect on Employment .  Participant acknowledges and agrees that the vesting of Performance Shares pursuant to Section 2 hereof is earned only by Participant continuing to be an Employee through the applicable vesting dates (and not through the act of being hired or acquiring Shares hereunder).  Participant further acknowledges and agrees that this Agreement, the transactions contemplated hereunder and the vesting provisions set forth herein do not constitute an express or implied promise of Participant continuing to be an Employee for the vesting period, for any period, or at all, and will not interfere with the Participant’s right or the right of the Company (or the Affiliate employing Participant) to terminate Participant as an Employee at any time, with or without cause.

7.              Tax Withholding .  Notwithstanding any contrary provision of this Agreement, no certificate representing Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment and other taxes which the Company determines must be withheld with respect to such Shares so issuable.  All income, employment and other taxes related to the Performance Share Award and any Shares delivered in payment thereof are the sole responsibility of Participant.  The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such tax withholding obligation, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the amount required to be withheld, (c) delivering to the Company already

vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld.  If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time this Award is otherwise scheduled to vest pursuant to Section 2, Participant will permanently forfeit the portion of the Award that so vests and the right to receive any Shares with respect thereto and the Award will be returned to the Company at no cost to the Company.

8.                      Additional Conditions to Issuance of Stock .  If at any time the Company will determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any 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 pri