EXHIBIT 10.2
WABASH NATIONAL CORPORATION
2004 STOCK INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
Wabash National Corporation, a Delaware corporation (the "Company"),
hereby grants 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:
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Name of Grantee:
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Xxxxxxx's Social Security Number: - - (please fill in)
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Number of Shares of Stock Covered by Xxxxx:
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Purchase Price per Share of Stock: $
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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 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)
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
RESTRICTED STOCK AGREEMENT
RESTRICTED STOCK/ This grant is an award of Stock in the number of
NONTRANSFERABILITY shares set forth on the cover sheet, at the purchase
price set forth on the cover sheet, and subject to
the vesting conditions described below ("Restricted
Stock"). The purchase price for the Restricted Stock
is deemed paid by your services to the Company. To
the extent not yet vested, your Restricted Stock may
not be transferred, assigned, pledged or
hypothecated, whether by operation of law or
otherwise, nor may the Restricted Stock be made
subject to execution, attachment or similar
process.
ISSUANCE AND VESTING The Company will issue your Restricted Stock in your
name as of the Grant Date.
Your rights to the shares of Stock under this
xxxxx xxxx as to:
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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 grant.
No additional shares of Stock will vest after your
Service has terminated for any reason.
FORFEITURE OF UNVESTED In the event that your Service terminates for any
STOCK reason, you will forfeit to the Company all of the
shares of Stock subject to this grant that have not
yet vested.
ESCROW The certificates for the Restricted Stock shall be
deposited in escrow with the Secretary of the Company
to be held in accordance with the provisions of this
paragraph. Each deposited certificate shall be
accompanied by a duly executed Assignment Separate
from Certificate in the form attached hereto as
Exhibit A. The deposited certificates shall remain in
escrow until such time or times as the certificates
are to be released or otherwise surrendered for
cancellation as discussed below. Upon delivery of the
certificates to the Company, you shall be issued an
instrument of deposit acknowledging the number of
shares
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of Stock delivered in escrow to the Secretary of the
Company.
All regular cash dividends on the Stock (or other
securities at the time held in escrow) shall be paid
directly to you and shall not be held in escrow.
However, in the event of any stock dividend, stock
split, recapitalization or other change affecting the
Company's outstanding common stock as a class
effected without receipt of consideration or in the
event of a stock split, a stock dividend or a similar
change in the Company Stock, any new, substituted or
additional securities or other property which is by
reason of such transaction distributed with respect
to the Stock shall be immediately delivered to the
Secretary of the Company to be held in escrow
hereunder, but only to the extent the Stock is at the
time subject to the escrow requirements hereof.
As your interest in the shares vests, as described
above, the certificates for such vested shares shall
be released from escrow and delivered to you, at
your request, within 30 days of their vesting.
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 the vesting 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 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.
SECTION 83(b) ELECTION Under Section 83 of the Internal Revenue Code of
1986, as amended (the "Code"), the difference between
the purchase price paid for the shares of Stock and
their fair market value on the date any forfeiture
restrictions applicable to such shares lapse will be
reportable as ordinary income at that time. For this
purpose, "forfeiture restrictions" include the
forfeiture of unvested Stock that is described above.
You may elect to be taxed at the time the shares are
acquired, rather than when such shares cease to be
subject to such forfeiture restrictions, by filing an
election under Section 83(b) of the Code with the
Internal Revenue Service within thirty (30) days
after the Grant Date. You will have to make a tax
payment to the extent the purchase price is less than
the fair market value of the shares on the Grant
Date. No tax payment will have to be made to the
extent the purchase price is at least equal to the
fair market value of the shares on the Grant Date.
The form for making this election is attached as
Exhibit B hereto. Failure to make this filing within
the thirty (30) day period will result in the
recognition of ordinary income by you (in the event
the fair market value of the shares as of the vesting
date exceeds the purchase price) as the forfeiture
restrictions lapse.
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YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY,
AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION
UNDER SECTION 83(b), EVEN IF YOU REQUEST THE COMPANY
OR ITS REPRESENTATIVES TO MAKE THIS FILING ON YOUR
BEHALF. YOU ARE RELYING SOLELY ON YOUR OWN ADVISORS
WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO
FILE ANY 83(B) ELECTION.
RETENTION RIGHTS This Agreement does not give 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 have the right to vote the Restricted Stock and
to receive any dividends declared or paid on such
stock. Any distributions you receive as a result of
any stock split, stock dividend, combination of
shares or other similar transaction shall be deemed
to be a part of the Restricted Stock and subject to
the same conditions and restrictions applicable
thereto. The Company may in its sole discretion
require any dividends paid on the Restricted Stock to
be reinvested in shares of Stock, which the Company
may in its sole discretion deem to be a part of the
shares of Restricted Stock and subject to the same
conditions and restrictions applicable thereto.
Except as described in the Plan, no adjustments are
made for dividends or other rights if the applicable
record date occurs before your
stock certificate is issued.
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, and
with respect to those shares of Restricted Stock
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
vested shares of Stock (but the Company will pay you
the purchase price without interest).
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 Company stock, the number of
shares covered by this grant may be
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adjusted (and rounded down to the nearest whole
number) pursuant to the Plan. Your Restricted Stock
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.
LEGENDS All certificates representing the Stock issued in
connection with this grant shall, where applicable,
have endorsed thereon the following legends:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND
OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN
AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED
HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A
COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL
OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON
WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY
THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY
THIS CERTIFICATE."
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. 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.
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
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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 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 Human Resources Department 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
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, _____________ sells, assigns and transfers to Wabash
National Corporation, a Delaware corporation (the "Company"), ____________
(__________) shares of common stock of the Company represented by Certificate
No. ___ and does hereby irrevocable constitute and appoint ______________
Attorney to transfer the said stock on the books of the Company with full power
of substitution in the premises.
Dated:____________, 200__
__________________________________________
Print Name
__________________________________________
Signature
Spouse Consent (if applicable)
___________________ (Purchaser's spouse) indicates by the execution of
this Assignment his or her consent to be bound by the terms herein as to his or
her interests, whether as community property or otherwise, if any, in the shares
of common stock of the Company.
__________________________________________
Signature
INSTRUCTIONS: PLEASE DO NOT FILL IN ANY BLANKS OTHER THAN THE SIGNATURE LINE.
THE PURPOSE OF THIS ASSIGNMENT IS TO ENABLE THE COMPANY TO CAUSE THE FORFEITURE
OF YOUR UNVESTED SHARES AS SET FORTH IN THE AGREEMENT WITHOUT REQUIRING
ADDITIONAL SIGNATURES ON THE PART OF PURCHASER.
EXHIBIT B
ELECTION UNDER SECTION 83(b) OF
THE INTERNAL REVENUE CODE
The undersigned hereby makes an election pursuant to Section 83(b) of the
Internal Revenue Code with respect to the property described below and supplies
the following information in accordance with the regulations promulgated
thereunder:
1. The name, address and social security number of the undersigned:
Name:
_________________________________________________
Address:
______________________________________________
Social Security No. :
_______________________________________
2. Description of property with respect to which the election is being
made:
shares of common stock, par value $.10 per share, Wabash National Corporation, a
Delaware corporation, (the "Company").
3. The date on which the property was transferred is ____________ __,
200__.
4. The taxable year to which this election relates is calendar year 200__.
5. Nature of restrictions to which the property is subject:
The shares of stock are subject to the provisions of a Restricted Stock
Agreement between the undersigned and the Company. The shares of stock are
subject to forfeiture under the terms of the Agreement.
6. The fair market value of the property at the time of transfer
(determined without regard to any lapse restriction) was $__________ per share,
for a total of $__________.
7. The amount paid by taxpayer for the property was $__________.
8. A copy of this statement has been furnished to the Company.
Dated: _____________, 200__
____________________________________________
Taxpayer's Signature
____________________________________________
Taxpayer's Printed Name
PROCEDURES FOR MAKING ELECTION
UNDER INTERNAL REVENUE CODE SECTION 83(b)
The following procedures MUST be followed with respect to the
attached form for making an election under Internal Revenue Code section 83(b)
in order for the election to be effective:1
1. You must file one copy of the completed election form with the
IRS Service Center where you file your federal income tax returns within 30 days
after the Grant Date of your Restricted Stock.
2. At the same time you file the election form with the IRS, you
must also give a copy of the election form to the Secretary of the Company.
3. YOU MUST FILE ANOTHER COPY OF THE ELECTION FORM WITH YOUR
FEDERAL INCOME TAX RETURN (GENERALLY, FORM 1040) FOR THE TAXABLE YEAR IN WHICH
THE STOCK IS TRANSFERRED TO YOU.
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(1) Whether or not to make the election is your decision and may create tax
consequences for you. You are advised to consult your tax advisor if you are
unsure whether or not to make the election.
