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 ( # ) 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 right to receive any
Shares with respect thereto 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.
For purposes of this Section 2,
“Return on Equity” is defined as pre management-bonus
earnings before interest, tax, depreciation and amortization
divided by beginning equity.
For purposes of this Section 2,
“Good Reason” is defined as (i) a significant reduction
of Participant’s duties, position or responsibilities, or the
removal of Participant from such position and responsibilities,
unless Participant is provided with a comparable position (i.e., a
position of equal or greater organizational level, duties,
authority and compensation); provided, however, that a
reduction in duties, position or responsibilities solely by virtue
of a Change in Control shall not constitute “Good
Reason”, (ii) the reduction of Participant’s aggregate
base salary and target bonus opportunity (“Base
Compensation”) below Participant’s Base Compensation
immediately prior to such reduction, unless the Company also
similarly reduces the Base Compensation of all other similarly
situated employees of the Company (and its successor) or (iii) a
relocation of Participant’s principal place of employment by
more than fifty (50) miles.
3.
Payment after Vesting
. Any
Restricted Stock Units that vest 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 8. 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 Restricted Stock Units, any Restricted Stock Units that
vest 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 8. The 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.
Dividend Equivalent
Rights .
In the
event cash dividends are paid with respect to Common Stock on and
after the Date of Grant and before the settlement of the Award
pursuant to Section
