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                                                                   EXHIBIT 10.43



                           WABASH NATIONAL CORPORATION
                      EXECUTIVE 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.

Grant Date: May 6, 2002

Name of Grantee: William P. Greubel

Grantee's Social Security Number:  _____-____-_____

Number of Shares of Stock Covered by Grant:  _________

Purchase Price per Share of Stock:  $.01

         BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS AND
CONDITIONS DESCRIBED IN THE ATTACHED AGREEMENT.


Grantee:
        ------------------------------------------------------------------------
                                   (Signature)

Company:
        ------------------------------------------------------------------------
                                   (Signature)

        Title:
              ------------------------------------------------------------------


Attachment

        This is not a stock certificate or a negotiable instrument.



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                           WABASH NATIONAL CORPORATION
                      EXECUTIVE RESTRICTED STOCK AGREEMENT


RESTRICTED STOCK/                 This grant is an award of Stock in the number
NONTRANSFERABILITY                of 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"). You
                                  agree to pay the purchase price for the
                                  Restricted Stock concurrent with your
                                  execution of this agreement. 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.

                                  This Restricted Stock grant vests as to 100%
                                  of the total number of shares covered by this
                                  grant on the first to occur of: (i) your
                                  termination by the Company without cause or
                                  for good reason within 180 days following a
                                  change of control pursuant to Section 5.4 of
                                  your employment agreement with the Company
                                  dated April 12, 2002 (the "Employment
                                  Agreement"), or (ii) March 31, 2005.
                                  Notwithstanding anything to the contrary
                                  contained in this Agreement or the Employment
                                  Agreement, this Restricted Stock grant is not
                                  subject to forfeiture on a termination of your
                                  employment with the Company for any reason.

FORFEITURE AND REPURCHASE FOR     If and to the extent that (i) you realize
UNVESTED STOCK                    value from the 150 shares of common stock of
                                  Accuride Corporation which you own on the date
                                  of grant of the Restricted Stock (the
                                  "Accuride Shares"), whether such shares are
                                  redeemed by Accuride, exchanged for cash,
                                  notes and/or publicly traded securities or
                                  otherwise, or (ii) Accuride Corporation
                                  securities become publicly traded, prior to
                                  March 31, 2005, you will forfeit and return to
                                  the Company a percentage of unvested shares of
                                  Restricted Stock equal to (A) the percentage
                                  of $262,500 realized by you, or (B) the
                                  percentage the fair market value of the
                                  Accuride Corporation common stock is, if it
                                  has become publicly traded, of $262,500. The
                                  Company will repay the amount that you paid
                                  for those shares of Stock, if any, which
                                  amount shall be paid in cash.

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


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                                  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 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.

                                  The shares of Stock held in escrow hereunder
                                  shall be subject to the following terms and
                                  conditions relating to their release from
                                  escrow or their surrender to the Company for
                                  repurchase and cancellation:

                                  o   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.

                                  o   Should the Company exercise its Repurchase
                                      Right with respect to any unvested shares
                                      held at the time in escrow hereunder, then
                                      the escrowed certificates for such
                                      unvested shares shall, concurrently with
                                      the payment of the purchase price for such
                                      shares of Stock, be surrendered to the
                                      Company for cancellation, and you shall
                                      have no further rights with respect to
                                      such shares of Stock.

                                  o   Should the Company elect not to exercise
                                      its Repurchase Right with respect to any
                                      shares held at the time in escrow
                                      hereunder, then the escrowed certificates
                                      for such shares shall be surrendered to
                                      you.

WITHHOLDING TAXES                 You agree, as a condition of this grant, that
                                  you will make acceptable arrangements to pay
                                  any withholding or other taxes


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                                  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.

SECTION 83(b)                     Under Section 83 of the Internal Revenue Code
ELECTION                          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 Company's Repurchase Right as to
                                  unvested Stock 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 increases after the
                                  date of purchase) as the forfeiture
                                  restrictions lapse.

                                  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.

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


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                                  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. No adjustments are made for dividends
                                  or other rights if the applicable record date
                                  occurs before your stock certificate is
                                  issued.

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 shall be adjusted (and rounded down to
                                  the nearest whole number). 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
                                  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.


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                      ASSIGNMENT SEPARATE FROM CERTIFICATE


     FOR VALUE RECEIVED, _____________hereby sells, assigns and transfers unto
Wabash National Corporation, a Delaware corporation (the "Company"),
____________(__________) shares of common stock of the Company represented by
Certificate No. ___ herewith 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:____________, 2002

                                      ------------------------------------------
                                                     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 EXERCISE ITS
"REPURCHASE OPTION" SET FORTH IN THE AGREEMENT WITHOUT REQUIRING ADDITIONAL
SIGNATURES ON THE PART OF PURCHASER.


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                                    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 $.01 per share, Wabash
            National Corporation, a Delaware corporation, (the "Company").

         3. The date on which the property was transferred is ________ __, 2002.

         4. The taxable year to which this election relates is calendar year
            2002.

         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:  _____________, 2002


                                                     ---------------------------
                                                     Taxpayer's Signature


                                                     ---------------------------
                                                     Taxpayer's Printed Name


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                         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. 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.