Exhibit
10.4
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,
twenty-five percent (25%) of the Restricted Stock Units will vest
on each anniversary of the Date of Grant, subject to Participant
continuing to be an Employee through each applicable vesting date.
Notwithstanding the foregoing vesting schedule, 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. 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
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 vests in the right to receive the
Shares to be issued pursuant to the Restricted Stock Unit, the
Restricted Stock Unit and Participant’s right to receive 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.
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.
1
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 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 Employment .
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 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 contempla
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