Monaco Coach Corp /DE/ - Current report filing (8-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

February 20, 2008

MONACO COACH CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		1-14725		35-1880244
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

91320 Coburg Industrial Way,

Coburg, Oregon 97408

(Address of principal executive offices, including zip code)

(541) 686-8011

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5 Corporate Governance and Management

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On February 20, 2008, a member of our Board of Directors, L. Ben Lytle, advised the Board of Directors that he will not stand for re-election at the 2008 Annual Meeting, which is scheduled to be held on May 14, 2008.

(e) On February 20, 2008, the Compensation Committee (the “Committee”) of the Board of Directors of Monaco Coach Corporation (“Monaco”) approved the 2008 Annual Incentive Plan, a cash bonus plan in which executives and key managers participate, and established the performance measures under the plan for 2008.

· The annual performance target is based on achievement by Monaco in 2008 of a target level of earnings before interest, taxes, depreciation and amortization (EBITDA) (calculated before bonuses but including equity-based compensation charges)

· A minimum level of return on equity (EBITDA as a percentage of beginning stockholders’ equity) must be achieved by Monaco in 2008 before any bonuses will be paid

· The Committee established target bonus levels for each participant that are defined as a percentage of base pay. Bonuses equal to a multiple of a participant’s target bonus amount will be paid based on achievement of the targets for 2008 by Monaco as follows (intermediate percentages are interpolated linearly):

Target EBITDA Achievement		Target Bonus %

50%		No Bonus
75%		50%
100%		100%
125%		150%
150%		200% (maximum)

For 2008, Kay L. Toolson, Chairman and Chief Executive Officer, and John W. Nepute, President, have been designated as participants in Monaco’s Executive Variable Compensation Plan, a compensation plan that has been approved by the stockholders and is designed to permit their bonus payments to be treated as “performance-based compensation” for purposes of Section 162(m) of the Internal Revenue Code. Their bonuses under the Executive Variable Compensation Plan will be determined using the same performance measures as described above for the other executive officers.

The Monaco Coach Corporation Annual Incentive Plan was previously filed as Exhibit 10.4 to Monaco’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.