EXHIBIT 10.1
GRANT NO.: _____
WABASH NATIONAL CORPORATION
2004 STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
Wabash National Corporation, a Delaware corporation (the "Company"),
hereby grants restricted stock units for shares of its common stock, $.01 par
value, (the "Stock") to the Grantee named below, subject to the vesting
conditions set forth in the attachment. Additional terms and conditions of the
grant are set forth in this cover sheet, in the attachment and in the Company's
2004 Stock Incentive Plan (the "Plan").
Grant Date: _________________, 200__
Name of Grantee: ___________________
Xxxxxxx's Social Security Number: _______-____-_______
Number of Restricted Stock Units Covered by Xxxxx:
at Target Performance: __________
at High Performance (Maximum Amount): __________
if Threshold Performance Reached: __________
Purchase Price per Share of Stock: $_____.___
BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS AND
CONDITIONS DESCRIBED IN THE ATTACHED AGREEMENT AND IN THE PLAN, A COPY OF WHICH
IS ALSO ATTACHED. YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY REVIEWED THE PLAN, AND
AGREE THAT THE PLAN WILL CONTROL IN THE EVENT ANY PROVISION OF THIS AGREEMENT
SHOULD APPEAR TO BE INCONSISTENT.
Grantee:
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(Signature)
Company:
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(Signature)
Title:
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Attachment
This is not a stock certificate or a negotiable instrument.
WABASH NATIONAL CORPORATION
2004 STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
RESTRICTED STOCK This grant is an award of restricted stock
UNITS/TRANSFERABILITY units in is an award of restricted stock units
in the number of units set forth on the cover
sheet, subject to the vesting and other
conditions described below (the "Restricted
Stock Units"). Your Restricted Stock Units may
not be transferred, assigned, pledged or
hypothecated, whether by operation of law or
otherwise, nor may the Restricted Stock Units
be made subject to execution, attachment or
similar process.
VESTING If you continue to provide services to the
Company or a Subsidiary as an employee or a
Service Provider ("Services"), the number of
your Restricted Stock Units that shall become
vested will be determined as of the end of the
performance period, _______________, based
upon achievement of the performance goals
contained on Exhibit A. If your Service
terminates for any reason, other than by
reason of your death or permanent and total
disability (within the meaning of Section
22(e)(3) of the Code), prior to _____________,
then you will forfeit the Restricted Stock
Units. The resulting aggregate number of
vested Restricted Stock Units will be rounded
to the nearest whole number, and you may not
vest in more than the number of Restricted
Stock Units covered by this grant.
No additional Restricted Stock Units will vest
after you have ceased to provide Services for
any reason.
DELIVERY Upon the vesting of the Restricted Stock Units
hereunder, the Company will issue to you a
share certificate for the shares of Stock to
which such vested Restricted Stock Units
relate. You will have no further rights with
regard to a Restricted Stock Unit once the
share of Stock related to such Restricted
Stock Unit has been issued.
Notwithstanding the preceding paragraph, if
the shares of Stock would otherwise be
delivered to you during a period in which you
are: (i) subject to a lock-up agreement
restricting your ability to sell shares of
Stock in the open market or (ii) restricted
from selling shares of Stock in the open
market because you are not then eligible to
sell under the Company's xxxxxxx xxxxxxx or
similar plan as then in effect (whether
because a trading window is not open or you
are otherwise restricted from trading),
delivery of the shares of Stock will be
delayed until the first date on which you are
no longer prohibited from selling shares of
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Stock due to a lock-up agreement or xxxxxxx
xxxxxxx or similar plan restriction, but in
any event no later than the last day of the
calendar year in which the shares of Stock
otherwise would have been delivered.
SERVICE TERMINATION Upon the termination of your Services, other
than by reason of your death or permanent and
total disability (within the meaning of
Section 22(e)(3) of the Code), any Restricted
Stock Units that have not vested hereunder
shall immediately be deemed forfeited.
In the event of the termination of your
Services because of your death or permanent
and total disability (within the meaning of
Section 22(e)(3) of the Code), any Restricted
Stock Units that have not vested hereunder
shall immediately become fully vested.
WITHHOLDING TAXES You agree, as a condition of this grant, that
you will make acceptable arrangements to pay
any withholding or other taxes that may be due
as a result of vesting in Restricted Stock
Units or delivery of Stock acquired under this
grant. In the event that the Company
determines that any federal, state, local or
foreign tax or withholding payment is required
relating to the vesting in Restricted Stock
Units or delivery of shares arising from this
grant, the Company shall have the right to
require such payments from you, withhold
shares that would otherwise have been issued
to you under this Agreement or withhold such
amounts from other payments due to you from
the Company or any Affiliate.
RETENTION RIGHTS This Agreement does not give you the right to
be retained by the Company in any capacity.
The Company reserves the right to terminate
your service with the Company at any time and
for any reason.
SHAREHOLDER RIGHTS You do not have any of the rights of a
shareholder with respect to the Restricted
Stock Units. No dividend equivalents will be
earned or paid with regard to the Restricted
Stock Units.
FORFEITURE OF RIGHTS If you should take actions in competition with
the Company, the Company shall have the right
to cause a forfeiture of your unvested
Restricted Stock Units, and with respect to
those shares of Restricted Stock Units vesting
during the period commencing twelve (12)
months prior to your termination of Service
with the Company due to taking actions in
competition with the Company, the right to
cause a forfeiture of those shares of Stock
(but the Company will pay you the purchase
price without interest).
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Unless otherwise specified in an employment or
other agreement between the Company and you,
you take actions in competition with the
Company if you directly or indirectly, own,
manage, operate, join or control, or
participate in the ownership, management,
operation or control of, or are a proprietor,
director, officer, stockholder, member,
partner or an employee or agent of, or a
consultant to any business, firm, corporation,
partnership or other entity which competes
with any business in which the Company or any
of its Affiliates is engaged during your
employment or other relationship with the
Company or its Affiliates or at the time of
your termination of Service.
ADJUSTMENTS In the event of a stock split, a stock
dividend or a similar change in the Stock, the
number of Restricted Stock Units covered by
this grant may be adjusted (and rounded down
to the nearest whole number) pursuant to the
Plan. Your Restricted Stock Units shall be
subject to the terms of the agreement of
merger, liquidation or reorganization in the
event the Company is subject to such corporate
activity.
APPLICABLE LAW This Agreement will be interpreted and
enforced under the laws of the State of
Indiana, other than any conflicts or choice of
law rule or principle that might otherwise
refer construction or interpretation of this
Agreement to the substantive law of another
jurisdiction.
THE PLAN The text of the Plan is incorporated in this
Agreement by reference. CERTAIN CAPITALIZED
TERMS USED IN THIS AGREEMENT ARE DEFINED IN
THE PLAN, AND HAVE THE MEANING SET FORTH IN
THE PLAN.
This Agreement and the Plan constitute the
entire understanding between you and the
Company regarding this grant of Restricted
Stock Units. Any prior agreements, commitments
or negotiations concerning this grant are
superseded.
DATA PRIVACY In order to administer the Plan, the Company
may process personal data about you. Such data
includes but is not limited to the information
provided in this Agreement and any changes
thereto, other appropriate personal and
financial data about you such as home address
and business addresses and other contact
information, payroll information and any other
information that might be deemed appropriate
by the Company to facilitate the
administration of the Plan.
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By accepting this grant, you give explicit
consent to the Company to process any such
personal data. You also give explicit consent
to the Company to transfer any such personal
data outside the country in which you work or
are employed, including, with respect to
non-US. resident Grantees, to the United
States, to transferees who shall include the
Company and other persons who are designated
by the Company to administer the Plan.
CONSENT TO ELECTRONIC DELIVERY The Company may choose to deliver certain
statutory materials relating to the Plan in
electronic form. By accepting this grant you
agree that the Company may deliver the Plan
prospectus and the Company's annual report to
you in an electronic format. If at any time
you would prefer to receive paper copies of
these documents, as you are entitled to
receive, the Company would be pleased to
provide copies. Please contact the Director of
Human Resources to request paper copies of
these documents.
BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE
TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.
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EXHIBIT A
