Exhibit 10.2






Exhibit 10.2




RUSH ENTERPRISES, INC.

AMENDED AND RESTATED

2006 NON-EMPLOYEE DIRECTOR STOCK PLAN




1. Purpose. This Rush Enterprises, Inc. Amended and Restated 2006 Non-Employee Director Stock
Plan (the “Plan”) sponsored by Rush Enterprises, Inc., a Texas corporation (the “Company”), is
adopted for the benefit of the directors of the Company who at the time of their service are not
employees of the Company or any of its subsidiaries (“Non-Employee Directors”), and is intended to
advance the interests of the Company by providing the Non-Employee Directors with additional
incentive to serve the Company by increasing their proprietary interest in the success of the
Company.



2. Administration. The Plan shall be administered by the Board of Directors of the Company
(the “Board”) or a committee of the Board which shall consist solely of two or more directors
appointed by the Board who are not employees of the Company (the Board acting in such capacity or
such committee being referred to as the “Committee”). For the purposes of the Plan, a majority of
the members of the Committee shall constitute a quorum for the transaction of business, and the
vote of a majority of those members present at any meeting shall decide any question brought before
that meeting. In addition, the Committee may take any action otherwise proper under the Plan by
the affirmative vote, taken without a meeting, of a majority of its members. No member of the
Committee shall be liable for any act or omission of any other member of the Committee or for any
act or omission on his own part, including but not limited to the exercise of any power or
discretion given to him under the Plan, except those resulting from his own gross negligence or
willful misconduct. Except as otherwise expressly provided for herein, all questions of
interpretation and application of the Plan, or as to an option (“Option”) or stock award (“Stock
Award”) granted hereunder (an “Option” and “Stock Award” sometimes hereinafter referred to as an
“Award” or collectively as “Awards”), shall be subject to the determination, which shall be final
and binding, of a majority of the whole Committee. The Committee may, in its discretion, provide
for the extension of the exercisability of an Award, accelerate the vesting or exercisability of an
Award, eliminate or make less restrictive any restrictions contained in an Award, waive any
restriction or other provision of this Plan or an Award or otherwise amend or modify an Award in
any manner that is (i) not adverse to the Non-Employee Director to whom such Award was granted,
(ii) consented to by such Non-Employee Director or (iii) authorized by Section 8 hereof; provided,
however, that no such action shall permit the term of any Option to be greater than ten years from
the applicable grant date, or to be extended beyond the original stated term of the Option, if less
than ten years, if such extension would cause the Option to be subject to adverse tax consequences
under Section 409A of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).
Notwithstanding anything to the contrary contained herein, the Committee may not amend or replace
outstanding Options in a transaction that constitutes a repricing without the approval of the
shareholders of the Company. For these purposes, a cancellation, exchange or other modification to
an outstanding Option that occurs in connection with a merger, acquisition, spin-off or other
corporate transaction, including under Section 8 hereof will not be deemed a repricing.


 


 









 






3. Shares Available for Awards.




(a) Aggregate Number of Shares Available for Awards. The aggregate number of shares of
the Company’s Class A Common Stock, $.01 par value (or such other par value as may be
designated by act of the Company’s shareholders) (the “Common Stock”), with respect to which
Options or Stock Awards may be granted under the Plan shall not exceed 1,500,000 shares (as
adjusted pursuant to the 3-for-2 stock split effected by the Company on October 10, 2007);
provided, that the class and aggregate number of shares which may be subject to such Options
or Stock Awards granted hereunder shall be subject to adjustment in accordance with the
provisions of Section 8 hereof. Such shares may be treasury shares or authorized but
unissued shares.




(b) Expired, Terminated or Forfeited Shares. In the event that any outstanding Option
or Stock Award for any reason shall expire, terminate, or be forfeited by reason of (i) the
death of a Non-Employee Director, (ii) the fact that the Non-Employee Director ceases to be
a director, (iii) the surrender of any such Award, or (iv) any other cause, the shares of
Common Stock allocable to the unexercised or unvested portion of such Option or Stock Award
may again be subject to an Award under the Plan.




4. Options.




(a) Grant of Options. Subject to the terms and provisions of the Plan, the Committee,
at any time and from time to time, may grant Options to a Non-Employee Director in such
amounts as the Committee shall determine, in its sole and absolute discretion.




(b) Exercise Price of Options. The exercise price per share of Common Stock covered by
an Option granted pursuant to the Plan shall be not less than 100% of the fair market value,
as defined in paragraph (e) of this Section 4, of a share of Common Stock on the date such
Option is granted.




(c) Duration of Options. Each Option granted under the Plan shall be exercisable for a
term of ten years from the date of grant, subject to earlier termination as provided in
paragraph (g) of this Section 4.




(d) Amount Exercisable. Each Option granted pursuant to the Plan shall be fully
exercisable on the date of grant.




(e) Exercise of Options. Payment of the purchase price of the shares of Common Stock
subject to an Option granted hereunder may be made (i) in cash or cash equivalents
(including certified check or bank check payable to the order of the Company), (ii) by
tendering previously acquired shares of Common Stock (either actually or by attestation,
valued at their then “fair market value”), (iii) in shares of Common Stock withheld by the
Company from the shares of Common Stock otherwise issuable to the optionee as a result of
the exercise of the Option, or (iv) by any combination of any the foregoing. Subject to the
terms and conditions of this Plan, an Option may be exercised by written notice to the
Company at its principal office, attention


 


- 2 -









 






of
the Secretary. Such notice shall (i) state the election to exercise such Option, the
number of shares in respect of which it is being exercised and the manner of payment for
such shares and (ii) be signed by the person or persons so exercising such Option and, in
the event such Option is being exercised pursuant to paragraph (f) of this Section 4 by any
person or persons other than the optionee, accompanied by appropriate proof of the right of
such person or persons to exercise such Option. If payment of the purchase price of the
 shares is being paid in cash or by tendering previously acquired shares of Common Stock,
such notice shall be accompanied by payment of the full purchase price of such shares. All
cash and Common Stock payments shall, in either case, be delivered to the Company at its
principal office, attention of the Secretary. All shares issued as provided herein will be
fully paid and nonassessable.




For purposes of this paragraph (e), the “fair market value” of a share of Common Stock
as of any particular date shall mean:




(i) if the respective shares of Common Stock are listed on any established
stock exchange or a national market system, including without limitation, the
NASDAQ® Global Select Market, NASDAQ® Global Market or
NASDAQ® Capital Market, the fair market value will be the closing sales
price of such respective shares (or the closing bid, if no sales were reported) as
quoted on such system or exchange (or the exchange or system with the greatest
volume of trading in the respective Shares) on the date of determination (or, if no
closing sales price or closing bid was reported on that date, as applicable, on the
last trading date such closing sales price or closing bid was reported), as reported
in The Wall Street Journal or such other source as the Committee deems reliable; or




(ii) if the respective shares of Common Stock are regularly quoted on an
automated quotation system (including the OTC Bulletin Board) or by a recognized
securities dealer, but selling prices are not reported, the fair market value of
such respective shares will be the mean between the high bid and high asked prices
for such shares on the date of determination (or, if no such prices were reported on
that date, on the last date such prices were reported), as reported in The Wall
Street Journal or such other source as the Committee deems reliable; or




(iii) in the absence of an established market for such respective shares of
Common Stock of the type described in (i) and (ii), above, the fair market value
thereof will be determined by the Committee in good faith.




(f) Transferability of Options. Options shall not be transferable by the optionee other
than by will or under the laws of descent and distribution, and shall be exercisable, during
his lifetime, only by the optionee.


 


- 3 -









 






(g) Termination. Except as may be otherwise expressly provided herein, each Option, to
the extent it shall not previously have been exercised, shall terminate on the earliest of
the following:




(1) On the last day of the thirty-day period commencing on the date on which
the optionee ceases to be a member of the Board, for any reason other than the death
or permanent disability of the optionee or his resignation after five years of
service;




(2) On the last day of the one-year period commencing on the date on which the
optionee ceases to be a member of the Board because of permanent disability;




(3) On the last day of the one-year period commencing on the date of the
optionee’s death while serving as a member of the Board (during which period the
executor or administrator of the optionee’s estate or the person or persons to whom
the optionee’s Option shall have been transferred by will or the laws of descent or
distribution, shall be entitled to exercise the Option in respect of the number of
 shares that the optionee would have been entitled to purchase had the optionee
exercised the Option on the date of his death);




(4) On the last day of the one-year period commencing on the date an optionee
who has had at least five years of service on the Board resigns from the Board; and




(5) Ten years after the date of grant of such Option.




Unless otherwise specifically provided in an Award agreement, for purposes of this
paragraph (g), “permanent disability” means permanent and total disability within the
meaning of section 22(e)(3) of the Internal Revenue Code.




(h) No Rights as Shareholder. No optionee shall have rights as a shareholder with
respect to shares of Common Stock covered by an Option until shares are issued to the
optionee upon the exercise of such Option; and, except as otherwise provided in Section 8
hereof, no adjustment for dividends, or otherwise, shall be made if the record date therefor
is prior to the date of issuance of such shares.




5. Stock Awards.




(a) Grant of a Stock Award. Subject to the terms and provisions of the Plan, the
Committee, at any time and from time to time, may grant a Stock Award in the form of an
outright grant of shares of Common Stock or in the form of restricted stock (“Restricted
Stock Awards”) to a Non-Employee Director in such amounts as the Committee shall determine,
in its sole and absolute discretion.




(b) Award Restrictions. The Committee may impose such terms, conditions, and/or
restrictions as the Committee deems appropriate on any Restricted Stock Award. Such terms,
conditions, and/or restrictions may include, but not be limited to, the requirement that a
Non-Employee Director pay a purchase price for each share of Common Stock subject to the
Award, restrictions on transferability, requirements regarding continued service as a member
of the Board or other time-based restrictions, or the achievement of individual performance
goals or attainment of pre-established
performance targets. The period of vesting and the lapsing of any applicable
forfeiture restrictions shall be established by the Committee at the time of grant.


 


- 4 -









 






(c) Transferability. Except as may otherwise be provided by the Committee or the terms
of any Restricted Stock Award agreement, shares subject to a Restricted Stock Award shall
generally not be transferable until all forfeiture restrictions applicable to such
Restricted Stock Award have lapsed or, in the sole and absolute discretion of the Committee,
cancelled. Once the forfeiture restrictions have lapsed or been cancelled, the shares of
Common Stock that were subject to the Restricted Stock Award shall, subject to any
restrictions under applicable securities laws, become freely transferable. Any Restricted
Stock Award granted under the Plan may be evidenced in such manner as the Committee deems
appropriate, including, without limitation, book entry registration or issuance of a stock
certificate or certificates. The Company may retain the certificates, if any, representing
the shares of Common Stock that are subject to a Restricted Stock Award in the Company’s
possession until such time as all conditions and/or restrictions applicable to such shares
of Common Stock have been satisfied.




(d) Rights as Shareholders. During the period in which any restricted shares of Common
Stock are subject to forfeiture restrictions imposed under paragraph (b) of this Section 5,
the Committee may, in its sole discretion, grant to the Non-Employee Director to whom such
restricted shares have been awarded, all or any of the rights of a shareholder with respect
to such shares, including, but not limited to, the right to vote such shares and to receive
dividends.



6. Written Agreement. Each Option or Stock Award granted hereunder shall be, to the extent
necessary, embodied in a written Award agreement, which shall be subject to the terms and
conditions of this Plan, as applicable, and shall be signed by the Non-Employee Director and by the
appropriate officer of the Company for and in the name and on behalf of the Company. Such an Award
agreement shall contain the specific terms applicable to the Non-Employee Director’s Award and
shall contain such other provisions as the Committee in its sole discretion shall deem advisable.



7. Requirements of Law. The Company shall not be required to sell or issue any shares under
any Option or Stock Award if the issuance of such shares shall constitute a violation by the
Non-Employee Director or the Company of any provisions of any law or regulation of any governmental
authority. Each Option and Stock Award granted under the Plan shall be subject to the requirement
that, if at any time the Board or the Committee shall determine that the listing, registration or
qualification of the shares subject thereto upon any securities exchange or under any state or
federal law of the United States or of any other country or governmental subdivision thereof, or
the consent or approval of any governmental regulatory body, or investment or other
representations, are necessary or desirable in connection with the issue or purchase of shares
subject thereto, no such Option or Stock Award may be exercised in whole or in part unless such
listing, registration, qualification, consent, approval or representation shall have been effected
or obtained free of any conditions not acceptable to the Board. If required at any time by the
Board or the Committee, an Option may not be exercised and any restrictions applicable to a Stock
Award shall not lapse until the Non-Employee Director has


 


- 5 -









 




delivered an investment letter to the
Company.
In addition, specifically in connection with the Securities Act of 1933 (as now in
effect or hereafter amended), upon exercise of any Option, or the lapsing of any restrictions
applicable to a Stock Award, the Company shall not be required to issue the underlying shares
unless the Committee has received evidence satisfactory to it to the effect that the holder of such
Award will not transfer such shares except pursuant to a registration statement in effect under
such Act or unless an opinion of counsel satisfactory to the Company has been received by the
Committee to the effect that such registration is not required. Any determination in this regard
by the Committee shall be final, binding and conclusive. In the event the shares issuable on
exercise of an Option or Stock Award are not registered under the Securities Act of 1933, the
Company may imprint on the certificate for such shares the following legend or any other legend
which counsel for the Company considers necessary or advisable to comply with the Securities Act of
1933:



The shares of stock represented by this certificate have not been registered under
the Securities Act of 1933 or under the securities laws of any state and may not be
sold or transferred except upon such registration or upon receipt by Rush
Enterprises, Inc., a Texas corporation (the “Corporation”) of an opinion of counsel
satisfactory, in form and substance, to the Corporation that registration is not
required for such sale or transfer.



The Company may, but shall in no event be obligated to, register any securities covered hereby
pursuant to the Securities Act of 1933 (as now in effect or as hereafter amended) and, in the event
any shares are so registered, the Company may remove any legend on certificates representing such
shares. The Company shall not be obligated to take any other affirmative action in order to cause
the exercise of an Option or the issuance of shares pursuant thereto, or pursuant to the terms of a
Stock Award to comply with any law or regulation of any governmental authority.



8. Changes in the Company’s Capital Structure. In the event of any stock dividends, stock
splits, recapitalizations, combinations, exchanges of shares, mergers, consolidation, liquidations,
split-ups, split-offs, spin-offs, or other similar changes in capitalization, or any distribution
to shareholders, including a rights offering, other than regular cash dividends, changes in the
outstanding stock of the Company by reason of any increase or decrease in the number of issued
shares of Common Stock resulting from a split-up or consolidation of shares or any similar capital
adjustment or the payment of any stock dividend, any share repurchase at a price in excess of the
market price of the Common Stock at the time such repurchase is announced or other increase or
decrease in the number of such shares, the Committee shall make appropriate adjustment (a) in the
aggregate number and kind of shares authorized by the Plan and (b) in the number, kind and price,
as applicable, of any outstanding Awards granted under the Plan (or, if deemed appropriate, the
Committee may, where applicable, make provision for a payment of cash or property to the holder in
cancellation of an outstanding Award with respect to which Common Stock has not been previously
issued); provided, however, that no such adjustment shall increase the aggregate value of any
outstanding Option or Stock Award.



In the event of any adjustment in the number of shares covered by any Award, any fractional
shares resulting from such adjustment shall be disregarded and each such Award shall cover only the
number of full shares resulting from such adjustment.


 


- 6 -









 





9. Amendment or Termination of Plan. The Board may at any time and from time to time modify,
revise or amend the Plan in such respects as the Board may deem advisable in order that Options or
Stock Awards granted hereunder may conform to any changes in the law or in any other respect that
the Board may deem to be in the best interests of the Company; provided, however, that without
approval by the shareholders of the Company, no such amendment shall make any change in the Plan
for which shareholder approval is required in order to comply with any rules for listed companies
promulgated by any national securities exchange on which the Common Stock is traded or any other
applicable rule or law. All Options and Stock Awards granted under the Plan shall be subject to
the terms and provisions of the Plan and, except as otherwise provided in the Plan, any amendment,
modification or revision of the Plan shall be deemed to amend, modify or revise all Options and
Stock Awards outstanding under the Plan at the time of the amendment, modification or revision.
The Board may terminate the Plan at any time. The rights of any Non-Employee Director with respect
to any Award granted under the Plan that is outstanding at the time of the termination of the Plan
shall not be affected solely by reason of the termination of the Plan and shall continue in
accordance with the terms of the Award and of the Plan.



10. Indemnification of Committee. The Company shall indemnify each present and future member
of the Committee against any action, suit or proceeding in which he may be involved by reason of
his being or having been a member of the Committee. Each member of the Committee shall be
entitled, without further act on his part, to indemnity from the Company for all expenses
(including the amount of judgments and the amount of approved settlements made with a view to the
curtailment of costs of litigation, other than amounts paid to the Company itself) reasonably
incurred by him in connection with or arising out of any action, suit or proceeding in which he may
be involved by reason of his being or having been a member of the Committee, whether or not he
continues to be such member of the Committee at the time of incurring such expenses. Such
indemnity, however, shall not include any expenses incurred by any such member of the Committee (i)
in respect of matters as to which he shall be finally adjudged in any such action, suit or
proceeding to have been guilty of gross negligence or willful misconduct in the performance of his
duty as such member of the Committee, or (ii) in respect of any matter in which any settlement is
effected, to an amount in excess of the amount approved by the Company on the advice of its legal
counsel. No right of indemnification under the provisions set forth herein shall be available to
or enforceable by any such member of the Committee unless, within sixty (60) days after institution
of any such action, suit or proceeding, he shall have offered the Company, in writing, the
opportunity to handle and defend same at its own expense. The foregoing right of indemnification
shall inure to the benefit of the heirs, executors or administrators of each such member of the
Committee and shall be in addition to all other rights to which such member of the Committee may be
entitled to as a matter of law, contract, or otherwise. Nothing in this Section 10 shall be
construed to limit or otherwise affect any right to indemnification, or payment of expense, or any
provisions limiting the liability of any officer or director of the Company or any member of the
Committee, provided by law, the Articles of Incorporation of the Company or otherwise.



11. Effective Date of Plan. The Plan as amended and restated shall become effective upon its
approval by the shareholders of the Company.


 


- 7 -