Exhibit
10.1
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
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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 or
(b) 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 agrees and acknowledges that the Company,
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in its
discretion, shall have the right (but not the obligation) to
satisfy any tax withholding obligations by either (i) reducing the
number of Shares otherwise deliverable to Participant having a Fair
Market Value equal to the minimum amount required to be withheld,
or (ii) selling a sufficient number of Shares otherwise deliverable
to Participant on Participant’s behalf 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.
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 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, attachmen
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