EXHIBIT 10.07
WABASH NATIONAL CORPORATION
STOCK OPTION PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
Wabash National Corporation, a Delaware corporation (the "Company"), hereby
grants an option to purchase shares of its common stock, (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 Amended 1992 Stock
Option Plan (the "Plan").
Grant Date: June 14, 2002
Vesting Start Date: June 14, 2002
Name of Optionee: Xxxx X. Xxxxxx
Optionee's Social Security Number:
Number of Shares Covered by Option: 125,000
Option Price per Share: $7.79
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.
Optionee: /s/ Xxxx X. Xxxxxx
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(Signature)
Company: /s/ Xxxxxxx X. Xxxxxxx
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(Signature)
Title: President CEO
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Attachment
This is not a stock certificate or a negotiable instrument.
WABASH NATIONAL CORPORATION
AMENDED 1992 STOCK OPTION PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
NONQUALIFIED STOCK This option is not intended to be an incentive
OPTION stock option under Section 422 of the Internal
Revenue Code and will be interpreted accordingly.
DEFINED TERMS For purposes of this Agreement, the following
definitions shall apply:
"Cause" means cause as defined in Section 4.2 of
your employment agreement between you and the
Company dated June 14, 2002 (the "Employment
Agreement").
"Disability" means a disability as defined in
Section 4.4 of your Employment Agreement.
"Good Reason" means good reason as defined in
Section 4.3 of your Employment Agreement.
"Service" means service with the Company as an
employee, director or consultant, or independent
contractor.
"Involuntary Termination" means a termination of
your employment by the Company without Cause, by
you for Good Reason or by you because of your
Disability.
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:
-- two-third (2/3) of the total number of shares
covered by this option, as shown on the cover sheet
(the "Option Shares"), on the second anniversary of
the Vesting Start Date ("Anniversary Date"),
provided you
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then continue in Service.
-- one-third (1/3) of the Option Shares on the
third Anniversary Date, provided you then continue
in Service.
Notwithstanding the vesting schedule set forth in
the preceding two subparagraphs, 100% of the Option
Shares shall become vested upon your Involuntary
Termination.
TERM Notwithstanding any other provision of this
Agreement to the contrary, your option will expire
no later than 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.
VOLUNTARY If your Service terminates for any reason other
TERMINATION than for Cause, because of an Involuntary
Termination or because of your death, then your
option will expire at the close of business at
Company headquarters on the day of your
termination.
TERMINATION FOR If your Service is terminated for Cause, then you
CAUSE shall immediately forfeit all rights to your option
and the option shall immediately expire.
DEATH If you terminate your Service due to your death,
then your option shall become 100% vested and will
expire at the close of business at Company
headquarters two (2) years after your termination
of Service and your estate or heirs may exercise
the option. Notwithstanding the foregoing, in no
event will your option expire later than the close
of business at Company headquarters on the day
before the 10th anniversary of the Grant Date, as
shown on the cover sheet.
INVOLUNTARY If your Service terminates because of your
TERMINATION Involuntary Termination, then your option shall
expire at the close of business at Company
headquarters on the date two (2) years after the
date of your termination of Service.
Notwithstanding the foregoing, in no event will
your option expire later than the close of business
at Company headquarters on the day before the 10th
anniversary of the Grant Date, as shown on the
cover sheet.
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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.
Your Service terminates 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.
NOTICE OF EXERCISE When you wish to exercise this option, you must
notify the Company by filing the proper "Notice of
Exercise" form at the address given on the form.
Your notice must specify how many shares you wish
to purchase. Your notice must also specify how your
shares of Stock should be registered (in your name
only or in your and your spouse's names as joint
tenants with right of survivorship). The notice
will be effective when it is received by the
Company.
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 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) of an irrevocable direction to a
licensed securities broker acceptable to the
Company to sell
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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.
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 Subsidiary.
TRANSFER OF OPTION During your lifetime, only you (or, in the event of
your legal incapacity or incompetency, your
guardian or legal representative) may exercise the
option. You cannot transfer or assign this option.
For instance, you may not sell this option or use
it as security for a loan. If you attempt to do any
of these things, this option will immediately
become invalid. You may, however, dispose of this
option in your will or it may be transferred upon
your death by the laws of descent and distribution.
Regardless of any marital property settlement
agreement, the Company is not obligated to honor a
notice of exercise from your spouse, nor is the
Company obligated to recognize your spouse's
interest in your option in any other way.
RETENTION RIGHTS Neither your option nor this Agreement give you the
right to be retained by the Company (or any
Subsidiaries) in any capacity.
SHAREHOLDER RIGHTS You, or your 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
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described in the Plan.
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 Delaware, 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.
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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