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Exhibit 10.36

DOUGLAS DYNAMICS, INC.
GRANT NOTICE FOR 2010 STOCK INCENTIVE PLAN
RESTRICTED STOCK UNITS

        FOR GOOD AND VALUABLE CONSIDERATION, Douglas Dynamics, Inc. (the "Company"), hereby grants to Participant named below the number of restricted stock units specified below (the "Award"), upon the terms and subject to the conditions set forth in this Grant Notice, the Douglas Dynamics, Inc. 2010 Stock Incentive Plan (the "Plan") and the Standard Terms and Conditions (the "Standard Terms and Conditions") adopted under such Plan and provided to Participant, each as amended from time to time. Each restricted stock unit subject to this Award represents the right to receive one share of the Company's common stock, par value $0.01 (the "Common Stock"), subject to the conditions set forth in this Grant Notice, the Plan and the Standard Terms and Conditions. This Award is granted pursuant to the Plan and is subject to and qualified in its entirety by the Standard Terms and Conditions.

Name of Participant:                                     

Grant Date:                         , 20      

Number of restricted stock units subject to the Award:                           

Vesting Schedule:                               , subject to Section 2 of the Standard Terms and Conditions

        By accepting this Grant Notice, Participant acknowledges that he or she has received and read, and agrees that this Award shall be subject to, the terms of this Grant Notice, the Plan and the Standard Terms and Conditions.

DOUGLAS DYNAMICS, INC.                   

Participant Signature

By:                   

   
Title:                   

                    
Address (please print)


DOUGLAS DYNAMICS, INC.
STANDARD TERMS AND CONDITIONS FOR
RESTRICTED STOCK UNITS

        These Standard Terms and Conditions apply to the Award of restricted stock units granted pursuant to the Douglas Dynamics, Inc. 2010 Stock Incentive Plan (the "Plan"), which are evidenced by a Grant Notice or an action of the Administrator that specifically refers to these Standard Terms and Conditions. In addition to these Terms and Conditions, the restricted stock units shall be subject to the terms of the Plan, which are incorporated into these Standard Terms and Conditions by this reference. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.

1.     TERMS OF RESTRICTED STOCK UNITS

2.     VESTING OF RESTRICTED STOCK UNITS

3.     SETTLEMENT OF RESTRICTED STOCK UNITS


4.     RIGHTS AS STOCKHOLDER; DIVIDEND EQUIVALENTS

5.     CHANGE OF CONTROL

2


6.     RESTRICTIONS ON RESALES OF SHARES

7.     INCOME TAXES

8.     NON-TRANSFERABILITY OF AWARD

9.     RESTRICTED ACTIVITIES

3


4


10.   OTHER AGREEMENTS SUPERSEDED

11.   LIMITATION OF INTEREST IN SHARES SUBJECT TO RESTRICTED STOCK UNITS

12.   DEFINITIONS

5


13.   GENERAL

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14.   ELECTRONIC DELIVERY

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DOUGLAS DYNAMICS, INC. GRANT NOTICE FOR 2010 STOCK INCENTIVE PLAN RESTRICTED STOCK UNITS
DOUGLAS DYNAMICS, INC. STANDARD TERMS AND CONDITIONS FOR RESTRICTED STOCK UNITS