Exhibit
10.3
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
value equal to the Fair Market of a Share on the date that it
vests. 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 . Subject
to any acceleration provisions set forth herein or in the Plan, one
hundred percent (100%) of the Restricted Stock Units will vest on
the third anniversary of the Date of Grant, subject to Participant
continuing to be a Director through such date. Notwithstanding the
foregoing vesting schedule, in the event Participant ceases to be a
Director as the result of Participant’s Death, Disability or
Retirement, 100% of the Restricted Stock Units will immediately
vest in full. In addition, if on or following a Change of Control
Participant’s status as a Director or a director of the
successor corporation, as applicable, is terminated other than upon
a voluntary resignation by the Participant, then 100% of the
Restricted Stock Units will immediately vest in full.
For purposes of
this Section 2, Participant will be considered to have ceased to be
a Director as a result of his or her “Retirement” if
Participant has provided five (5) or more years of continual
service as a Director through the date of such
termination.
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
1
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 3, on the date this
Award is settled upon vesting of Restricted Stock Units pursuant to
Section 3, Participant will also receive an amount of cash equal to
the per Share amount of cash dividends so paid on or after the Date
of Grant and before settlement multiplied by the number of Shares
actually deliverable upon settlement of this Award.
7.
Effect on Service .
Participant acknowledges and agrees that the vesting of the
Restricted Stock Units pursuant to Section 2 hereof is earned only
by Participant continuing to be a Director through the applicable
vesting dates. Participant further acknowledges and agrees that
this Agreement, the transactions contemplated hereunder and the
vesting schedule set forth herein do not constitute an express or
implied promise of Participant continuing to be a Director for the
vesting period, for any period, or at all.
8.
TaxWithholding .
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
Restricted Share Unit 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 wit
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