Exhibit
10(e)


 


PACCAR
Inc


 RESTRICTED STOCK AND DEFERRED COMPENSATION
PLAN


FOR
NON-EMPLOYEE DIRECTORS


 


FORM OF
RESTRICTED STOCK GRANT AGREEMENT


 


This RESTRICTED STOCK
GRANT AGREEMENT (the “AGREEMENT”) is entered into as of the (date)(the “GRANT
DATE”) between PACCAR Inc (the “COMPANY”) and (director)(the “GRANTEE”).  Any term capitalized but not defined in this
AGREEMENT will have the meaning set forth in the PACCAR Inc RESTRICTED STOCK
AND DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS (the “PLAN”).


 


The PLAN provides for the
grant of RESTRICTED STOCK to the COMPANY’S NON-EMPLOYEE DIRECTORS.  Accordingly, the COMPANY and the GRANTEE
hereby agree as follows:


 


1.                                       Grant.  The COMPANY hereby grants to the GRANTEE a
RESTRICTED STOCK GRANT (the “GRANT”) of (#) shares of COMMON STOCK.  The GRANT will be subject to the terms and
conditions of the PLAN and this AGREEMENT. 
The GRANT constitutes the right, subject to the terms and conditions of
the PLAN and this AGREEMENT, to distribution of the shares of RESTRICTED STOCK.


 


2.                                       Stock
Certificates.  The COMPANY will set
up a book entry RESTRICTED STOCK account for each NON-EMPLOYEE DIRECTOR with
the COMPANY’s transfer agent for the RESTRICTED STOCK as soon as
practicable.  The COMPANY will distribute
the COMMON STOCK certificates to the GRANTEE or, if applicable, his or her
beneficiary, when the stock becomes unrestricted in accordance with Section 4
of this AGREEMENT.


 


3.                                       Rights
as Stockholder.  On and after the
GRANT DATE, and except to the extent provided in the PLAN and this AGREEMENT,
the GRANTEE will be entitled to all of the rights of a stockholder with respect
to the RESTRICTED STOCK, including the right to vote the RESTRICTED STOCK and
to receive dividends and other distributions payable with respect to the
RESTRICTED STOCK.


 


4.                                       Removal
of Restrictions.  The RESTRICTED
STOCK may not be sold or otherwise transferred (except as provided in Section 9)
until the earlier of: (a) the third anniversary of the GRANT DATE; (b) the
TERMINATION of service as a director by reason of MANDATORY RETIREMENT,
disability or death in accordance with Section 10 of the PLAN; or  (c) a change of control of the COMPANY
as provided in Section 11 of the PLAN.


 


5.                                       Forfeiture
of RESTRICTED STOCK.  The RESTRICTED
STOCK grant shall be forfeited and the GRANTEE shall cease to be a shareholder
with respect to such forfeited stock if service as a director is terminated
before the third anniversary of the GRANT DATE for any reason other than those
specified in Section 4 above.  In
such circumstances the forfeited shares shall be deemed canceled and no longer
outstanding as of the date of TERMINATION.


 


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6.                                       Terms
and Conditions of Distribution.  The
COMPANY is not required to issue or deliver any COMMON STOCK certificates
before completing the steps necessary to comply with applicable federal and
state securities laws (including any registration requirements and regulations
governing short swing trading of securities) and applicable stock exchange rules and
practices.  The COMPANY will use
commercially reasonable efforts to cause compliance with those laws, rules and
practices.


 


                                                If
the GRANTEE dies before the COMPANY has distributed any RESTRICTED STOCK, the
COMPANY will distribute COMMON STOCK certificates to the beneficiary or
beneficiaries the GRANTEE designated, in the proportions the GRANTEE
specified.  To be effective, a
beneficiary designation must be made in writing and filed with the COMPANY.  If the GRANTEE failed to designate a
beneficiary or beneficiaries, the COMPANY will distribute COMMON STOCK
certificates to the GRANTEE’S surviving spouse or, if there is none, to his
estate.  The COMPANY will distribute the
stock no later than six months after the GRANTEE’S death.


 


7.                                       Legend
on Stock Certificates.  The COMPANY
may require that COMMON STOCK certificates for RESTRICTED STOCK distributed to
the GRANTEE prior to becoming unrestricted pursuant to this AGREEMENT bear any
legend that counsel to the COMPANY believes is necessary or desirable to
facilitate compliance with applicable securities laws.


 


8.                                       PLAN
and AGREEMENT Not a Contract of Employment or Service.  Neither the PLAN nor this AGREEMENT will be
construed to confer any legal right of the GRANTEE to remain in the Service of
the COMPANY.


 


9.                                       Nontransferability.  Shares of RESTRICTED STOCK shall not be
assigned, attached, or otherwise subject to any creditor’s process or
transferred by the GRANTEE otherwise than by will or the laws of descent and
distribution, or pursuant to a trust created for the benefit of the
NON-EMPLOYEE DIRECTOR or his family or pursuant to a qualified domestic
relations order as defined by the Internal Revenue Code, Title I of ERISA or
the rules thereunder.  The
restrictions set forth in the PLAN and this AGREEMENT shall apply to the shares
of RESTRICTED STOCK in the hands of a trustee or NON-EMPLOYEE DIRECTOR’S former
spouse.


 


10.                                 Administration.  The COMMITTEE administers the PLAN and this
AGREEMENT.  The COMMITTEE shall have sole
discretion to interpret the PLAN and this AGREEMENT, amend and rescind rules relating
to its implementation and make all determinations necessary for administration
of the PLAN and this AGREEMENT.  The
GRANTEE’S rights under this AGREEMENT are expressly subject to the terms and
conditions of the PLAN, including continued shareholder approval of the PLAN,
and to any guidelines the COMPANY adopts from time to time.  The GRANTEE hereby acknowledges receipt of a
copy of the PLAN.


 


11.                                 Sole
Agreement.  The GRANT is in all
respects subject to the provisions set forth in the PLAN to the same extent and
with the same effect as if the provisions of the PLAN were set forth fully
herein.  In the event that the terms of
this GRANT 


 


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conflict with the
terms of the PLAN, the PLAN shall control. 
This AGREEMENT is the entire AGREEMENT between the parties to it, and
any and all prior oral and written representations are merged into and
superceded by this AGREEMENT.  This
AGREEMENT may be amended only by written agreement between the GRANTEE and the
COMPANY.


 


12.                                 No
Limitation on Rights of the COMPANY. 
The award of RESTRICTED STOCK does not and will not in any way affect
the right or power of the COMPANY to make adjustments, reclassifications or
changes in its capital or business structure, or to merge, consolidate,
dissolve, liquidate, sell or transfer all or any part of its business or
assets.


 


13.                                 Share
Adjustments.  If there are any
changes in the number or value of shares of COMMON STOCK by reason of stock
dividends, stock splits, reverse stock splits, recapitalizations, mergers or
other events as stated in Section 8 of the PLAN, then proportionate
adjustments shall made to the number of shares of Common Stock in order to
prevent dilution or enlargement of rights. 
This provision does not, however, authorize the delivery of a fractional
share of COMMON STOCK under the PLAN.


 


14.                                 Notice.  Any notice or other communication required or
permitted under the PLAN or this AGREEMENT must be in writing and must be delivered
personally, sent by certified, registered or express mail, or sent by overnight
courier, at the sender’s expense.  Notice
will be deemed given when delivered personally or, if mailed, three days after
the date of deposit in the United States mail or, if sent by overnight courier,
on the regular business day following the date sent.  Notice to the COMPANY should be sent to
PACCAR Inc, Attention: Company Secretary. 
Notice to the GRANTEE should be sent to his business address.


 


15.                                 Data
Privacy.  By entering into this
Agreement, GRANTEE:  (a) agrees to
disclose certain personal data requested by the COMPANY to administer the PLAN
and expressly consents to the COMPANY’s processing such data for purposes of
the implementation or administration of the PLAN and this AGREEMENT; (b) waives
any data privacy rights GRANTEE may have with respect to such data; and (c) authorizes
the COMPANY and any of its authorized agents to store and transmit such
information in electronic form.


 


16.                                 Successors.  All obligations of the COMPANY under this
AGREEMENT will be binding on any successor to the COMPANY, whether the
existence of the successor results from a direct or indirect purchase of all or
substantially all of the business and/or assets of the COMPANY, or a merger,
consolidation, or other event.


 


17.                                 Governing
Law.  To the extent not preempted by
federal law, this AGREEMENT will be construed and enforced in accordance with,
and governed by, the laws of the State of Washington as such laws are applied
to contracts entered into and performed in such State.


 


IN WITNESS WHEREOF, the
COMPANY and the GRANTEE have duly executed this AGREEMENT as of the day and
year first above written.


 


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