EXHIBIT 10.21
WABASH NATIONAL CORPORATION
2004 STOCK INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
Wabash National Corporation, a Delaware corporation (the "Company"), hereby
grants an option to purchase shares of its common stock, $.01 par value, (the
"Stock") to the optionee named below. The terms and conditions of the option are
set forth in this cover sheet, in the attachment, and in the Company's 2004
Stock Incentive Plan (the "Plan").
Grant Date:
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Name of Optionee:
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Optionee's Social Security Number: - - _ (please fill in)
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Number of Shares Covered by Option:
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Option Price per Share: $
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Vesting Start Date:
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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
AVAILABLE ON REQUEST. YOU AGREE THAT THE PLAN WILL CONTROL IN THE EVENT ANY
PROVISION OF THIS AGREEMENT SHOULD APPEAR TO BE INCONSISTENT.
Optionee:
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(Signature)
Company:
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(Signature)
Printed:
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Title:
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Attachment
This is not a stock certificate or a negotiable instrument.
WABASH NATIONAL CORPORATION
2004 STOCK INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
NONQUALIFIED STOCK This option is not intended to be an incentive stock
OPTION option under Section 422 of the Internal Revenue Code,
and it will be interpreted accordingly.
VESTING This option is only exercisable before it expires and
then only with respect to the vested portion of the
option. Subject to the preceding sentence, you may
exercise this option, in whole or in part, to purchase
a whole number of vested shares not less than 100
shares, unless the number of shares purchased is the
total number available for purchase under the option,
by following the procedures set forth in the Plan and
below in this Agreement.
Your right to purchase shares of Stock under this
option vests as to:
-- one-third (1/3) of the total number of shares
covered by this option, as shown on the cover sheet
(the "Option Shares"), on the first anniversary of the
Vesting Start Date ("Anniversary Date"), provided you
then continue in Service.
-- provided you then continue in Service, one-third
(1/3) of the Option Shares shall vest on the second
Anniversary Date.
-- provided you then continue in Service, one-third
(1/3) of the Option Shares shall vest on the third
Anniversary Date.
The resulting aggregate number of vested shares will be
rounded to the nearest whole number, and you cannot
vest in more than the number of shares covered by this
option.
TERM Your option will expire in any event at the close of
business at Company headquarters on the day before the
10th anniversary of the Grant Date, as shown on the
cover sheet. Your option will expire earlier if your
Service terminates, as described below.
REGULAR TERMINATION If your Service terminates for any reason, other than
Death, Disability, Retirement, a Change in Control or
Termination by the Company with or without Cause, then
your option will expire at the close of business at
Company headquarters on the 90th day after your
termination date. Any and all unvested options are
forfeited as of your date of termination.
TERMINATION WITHOUT If your service is terminated by the Company without
CAUSE Cause, then your vested options shall expire at the
close of business one (1) year
after your termination date. Any and all unvested
options are forfeited as of your date of termination.
TERMINATION FOR If your Service is terminated by the Company for
CAUSE Cause, then you shall immediately forfeit all rights
to your option and the option shall immediately
expire.
DEATH If your Service terminates because of your death, then
your option will expire at the close of business at
Company headquarters on the date 36 months after the
date of death. During that 36 month period, your estate
or heirs may exercise the vested portion of
your option.
DISABILITY If your Service terminates because of your permanent
and total disability, then your option will continue to
vest as if your Service had not terminated and will
expire at the close of business at Company headquarters
on the day before the 10th anniversary of the Grant
Date, as shown on the cover sheet.
LEAVES OF ABSENCE For purposes of this option, your Service does not
terminate when you go on a bona fide employee leave of
absence that was approved by the Company in writing,
if the terms of the leave provide for continued
Service crediting, or when continued Service crediting
is required by applicable law. However, your Service
will be treated as terminating 90 days after you went
on employee leave, unless your right to return to
active work is guaranteed by law or by a contract.
Your Service terminates in any event when the approved
leave ends unless you immediately return to active
employee work.
The Company determines, in its sole discretion, which
leaves count for this purpose, and when your Service
terminates for all purposes under the Plan.
RETIREMENT If your service terminates due to Normal Retirement,
defined as retirement at or after age 65, or Early
Retirement, defined as retirement at age 55 through 64
with at least three (3) years of service with the
Company, your option will expire at the close of
business at Company headquarters on the date that is
the earlier of three (3) years from your date of
retirement and the 10th Anniversary of the Grant Date,
as shown on the cover sheet. Any and all unvested
options as of your date of retirement are forfeited.
NOTICE OF EXERCISE When you wish to exercise this option, you must notify
the Company's designated agent filing in the manner and
form permitted by the designated agent.
If someone else wants to exercise this option after
your death, that person must prove to the Company's
satisfaction that he or she is
entitled to do so.
FORM OF PAYMENT When you submit your notice of exercise, you must
include payment of the option price for the shares you
are purchasing. Payment may be made in one (or a
combination) of the following forms:
- Cash, your personal check, a cashier's check, a money
order or another cash equivalent acceptable to the
Company.
- Shares of Stock which have already been owned by you
for more than six (6) months and which are surrendered
to the Company. The value of the shares, determined as
of the effective date of the option exercise, will be
applied to the option price.
- By delivery (on a form prescribed by the Company or
the designated agent) of an irrevocable direction to a
licensed securities broker acceptable to the Company to
sell Stock and to deliver all or part of the sale
proceeds to the Company in payment of the aggregate
option price and any withholding taxes (if approved in
advance by the Compensation Committee of the Board if
you are either an executive officer or a
director of the Company).
WITHHOLDING TAXES You will not be allowed to exercise this option unless
you make acceptable arrangements to pay any withholding
or other taxes that may be due as a result of the
option exercise or sale of Stock acquired under this
option. In the event that the Company determines that
any federal, state, local or foreign tax or withholding
payment is required relating to the exercise or sale of
shares arising from this grant, the Company shall have
the right to require such payments from you, or
withhold such amounts from other payments due to you
from the Company or any Affiliate.
TRANSFER OF OPTION Except as provided in this section, during your
lifetime, only you (or, in the event of your legal
incapacity or incompetency, your guardian or legal
representative) may exercise this option and the
option shall not be assignable or transferable by you,
other than by designation of beneficiary, will or the
laws of descent and distribution. You may transfer
all or part of this option, not for value, to any
Family Member, provided that you provide prior written
notice to the Company, in a form satisfactory to the
Company, of such transfer. For the purpose of this
section, a "not for value" transfer is a transfer
which is (i) a gift, (ii) a transfer under a domestic
relations order in settlement of marital property
rights, or (iii) a transfer to an entity in which more
than fifty percent of the voting interests are owned
by Family Members (or you) in exchange for an interest
in that entity. Subsequent transfers of transferred
options are prohibited except to your Family Members
in accordance with this section or by will or
the laws of descent and distribution. The events
of termination of the Service this Agreement shall
continue to be applied with respect to you, following
which the option shall be exercisable by the
transferee only to the extent, and for the periods
specified in herein.
RETENTION RIGHT Neither your option nor this Agreement gives you the
right to be retained by the Company (or any Parent,
Subsidiaries or Affiliates) in any capacity. The
Company (and any Parent, Subsidiaries or Affiliates)
reserves the right to terminate your Service at any
time and for any reason.
SHAREHOLDER RIGHTS You, or your designated beneficiary, estate or heirs,
have no rights as a shareholder of the Company until a
certificate for your option's shares has been issued
(or an appropriate book entry has been made). No
adjustments are made for dividends or other rights if
the applicable record date occurs before your stock
certificate is issued (or an appropriate book entry
has been made), except as described in the Plan.
FORFEITURE OF RIGHTS The Company at any time shall have the right to cause
a forfeiture of your rights on account of you taking
actions in competition with the Company. 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 any interest in, operates,
joins, controls or participates as a partner,
director, principal, officer, or agent of, enters into
the employment of, acts as a consultant to, or
performs any services for, any entity which has
material operations which compete with any business in
which the Company or any of its Subsidiaries is
engaged during your employment with the Company or any
of 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 shares
covered by this option and the option price per share
shall be adjusted (and rounded down to the nearest
whole number) if required pursuant to the Plan. Your
option 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 option. Any prior agreements, commitments or
negotiations concerning this option 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.
By accepting this option, 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-U.S. resident Optionees, 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 The Company may choose to deliver certain statutory
DELIVERY materials relating to the Plan in electronic form. By
accepting this option 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, the Company would be
pleased to provide copies. Please contact the Company's
Human Resources Department to request paper copies of
these documents.
This Agreement and the Plan constitute the entire
understanding between you and the Company regarding
this option. Any prior agreements, commitments or
negotiations concerning this option are superseded.
BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE
TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.
