Exhibit 10.2
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 (3 rd ) 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.
1
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
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