wncrestrictedstock






                                                    WABASH NATIONAL CORPORATION                               2017 OMNIBUS INCENTIVE PLAN                           RESTRICTED STOCK UNIT AGREEMENT                                 FOR AWARDS GRANTED TO                                 NON-EMPLOYEE DIRECTORS                                        _____ ___, 20__                     Wabash National Corporation (the “Company”), hereby grants Restricted Stock Units        relating to shares of its common stock, $.01 par value, (“Shares”), to the individual named below        as the Grantee, subject to the vesting conditions set forth in the attachment.  Additional terms and        conditions of the grant are set forth in this cover sheet and in the attachment (collectively the        “Agreement”), and in the Company’s 2017 Omnibus Incentive Plan (the “Plan”).         Date of Grant:                                                             ______ ___, 20__         Name of Grantee:                                                       [NAME], residing at         [ADDRESS]         Number of Restricted Stock Units Covered by Grant:  1_______                     You agree to all of the terms and conditions described in this Agreement and in the        Plan (a copy of which will be provided on request) unless you deliver a notice in writing within        30 days of receipt of this award agreement to the Company’s Compensation Manager stating        that  you  do  not  accept  the  terms  and  conditions  described  in  this  Agreement  and  in  the        Plan.  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 with the        terms of the Plan.                        This is not a stock certificate or a negotiable instrument.                                                                                                                               WABASH NATIONAL CORPORATION                               2017 OMNIBUS INCENTIVE PLAN    4827-6636-0767.2 





 






                                  RESTRICTED STOCK UNIT AGREEMENT                                 NON-EMPLOYEE DIRECTORS                                                        Restricted Stock Unit       This  grant  is  an  award  of  Restricted  Stock  Units  in  the        Transferability             number of units set forth on the cover sheet, subject to the                                    vesting  and  other  conditions  described  below                                    (“RSUs”).  Your  RSUs  may  not  be  transferred,  assigned,                                    pledged or hypothecated, whether by operation  of law or                                    otherwise, nor may the RSUs be made subject to execution,                                    attachment or similar process.           Definitions                 Capitalized terms not defined in this Agreement are defined                                    in the Plan, and have the meaning set forth in the Plan.          Vesting                     Your right to the RSUs under this Agreement vests as to the                                    total number of Shares covered by this grant, as shown on                                    the cover sheet, on (i) to the extent any deferral election (any                                    “Deferral  Election”)  under  the  Company’s  Supplemental                                    Plan  has  been  made  with  respect  to  the  RSUs, the  first                                    anniversary of the Date of Grant shown on the cover sheet                                    or (ii) to the extent no Deferral Election applies, the earlier                                    of  (a)  the  date  of  the  Company’s  annual  meeting  of                                    stockholders  in  the  year  following  the  year  in  which the                                    Date of Grant shown on the cover sheet occurs and (b) the                                    first anniversary of the Date of Grant shown on the cover                                    sheet (the “Vesting Date”), provided you have continued in                                    service (“Service”) with the Company or a Subsidiary as a                                    Director,  Employee  or  Consultant until  such  Vesting                                    Date.  No additional RSUs will vest after your Service has                                    terminated for any reason except as provided below.           Forfeiture of Unvested Units In  the  event  that  your  Service  terminates  for  any  reason                                    prior  to  the  Vesting  Date,  then,  except  as otherwise                                    provided herein, you will forfeit to the Company all of the                                    RSUs that have not yet vested or with respect to which all                                    applicable  restrictions  and  conditions  have  not                                    lapsed.  Notwithstanding  the  foregoing,  the  Committee                                    may, in its sole discretion, provide for full or partial vesting                                    of your RSUs in connection with the termination of your                                    Service, including, but not limited to, termination of your                                    Service as a result of your death or disability.         Change in Control           In the event of a Change in Control while your RSUs remain                                    outstanding, the applicable provisions of Section 21 of the    4827-6636-0767.2 





 






                                           Plan shall govern the treatment of your RSUs as provided                                    therein.                                              Delivery                    Following the vesting of the RSUs hereunder and at the time                                    provided in this Agreement, but subject to any applicable                                    Deferral Election, the Company will issue to you the Shares                                    to  which  such  vested  RSUs  relate  and  pay  any  related                                    Dividend Equivalents (as defined below).  You will have no                                    further rights with regard to an RSU once the Share related                                    to  such  RSU  has  been  issued  and  any  related  Dividend                                    Equivalents  have  been  paid.  Subject  to  any applicable                                    Deferral Election, within seventy (70) days following the                                    Vesting Date (or such earlier date as  your RSUs  become                                    vested  and  payable  hereunder), the  Shares  deliverable  to                                    you  shall  be  issued,  together  with  any  related  Dividend                                    Equivalents.  Upon settlement, a number of RSUs equal to                                    the  number  of  Shares  represented  thereby  shall  be                                    extinguished and such number of RSUs will no longer be                                    considered to be outstanding for any purpose.                                              Shareholder Rights; Dividend You  do  not  have  any  of  the  rights  of  a  shareholder  with        Equivalents                 respect  to  the RSUs.  However,  from  and  after the Grant                                    Date  and until  the earlier of (i) to  the  extent no Deferral                                    Election applies, the time when the Shares underlying the                                    vested  RSUs  (if  any)  are  delivered  to  you  in  accordance                                    with this Agreement, (ii) to the extent a Deferral Election                                    applies, the vesting date of the deferred RSUs, or (iii) the                                    time  that  the  RSUs  are  forfeited  in  accordance  with  this                                    Agreement,  on  each  date  that  the  Company  pays  a cash                                    dividend to holders of its Shares generally, the Company                                    will credit to your account hereunder the right to receive a                                    cash amount equal to the product of (x) the dollar amount                                    of the cash dividend paid per Share on such date multiplied                                    by (y) the total  number of unpaid  RSUs credited to  your                                    account under this Agreement as of such date (a “Dividend                                    Equivalent”).  Subject to and conditioned upon the vesting                                    of  the  underlying  RSUs,  the  aggregate  amount  of  all                                    Dividend  Equivalents  credited  to  your  account hereunder                                    shall be paid to you in cash (without interest), at the same                                    time  that  the  Shares  underlying  your  vested  RSUs  are                                    delivered  to  you (or,  to  the  extent  a  Deferral  Election                                    applies,  when the deferred RSUs vest),  and your right  to                                    receive  any  such  Dividend  Equivalents  shall  be                                    automatically  and  correspondingly  forfeited  to  the  extent    4827-6636-0767.2 





 






                                           that the underlying RSUs are forfeited pursuant to the terms                                    of the Plan and this Agreement.   To the extent a Deferral                                    Election  applies, any  dividend  equivalents  credited                                    subsequent  to  the  vesting  of  the  deferred  RSUs will  be                                    governed  by  the  terms  of  the  Company’s  Supplemental                                    Plan.         Adjustments                 In the event of a stock split, a stock dividend or a similar                                    change in the Shares, the number of RSUs covered by this                                    grant  shall be adjusted (and rounded down to  the nearest                                    whole number) in accordance with the terms of the Plan.                                    Your RSUs 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.         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  and  any  other                                    information  that  might  be  deemed  appropriate  by  the                                    Company to facilitate the administration of the Plan.                                     By accepting these RSUs, 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, if you are not a U.S. resident, to the                                    United States, to transferees who shall include the Company                                    and other persons who are designated by the 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 receive, the Company would be pleased                                    to provide copies.  Please contact the Human Resources    4827-6636-0767.2 





 






                                           Department   or   the  Company’s   Compensation                                    Manager at 765-771-5623  to  request  paper  copies  of                                    these documents.        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 (and, to the extent a                                    Deferral  Election  applies,  the  Company’s  Supplemental                                    Plan) constitute the entire understanding between you and                                    the  Company  regarding  this  grant  of  RSUs.  Any  other                                    agreements, commitments or negotiations  concerning this                                    grant are superseded except to the extent incorporated by                                    this Agreement.         Code Section 409A           In accordance with Section 13 of the Plan, it is intended that                                    this  award  of  RSUs  be  exempt  from  (or  comply  with)                                    Section  409A  of  the  Code  and  regulations  promulgated                                    thereunder.  By way of illustration, solely to the extent that                                    it may be necessary in order to comply with Section 409A                                    of the Code: (i) the termination of your Service shall mean                                    your  “separation  from  service”  within  the  meaning  of                                    Section 409A of the Code,  and (ii) a “Change in Control”                                    shall mean a transaction that constitutes both a Change in                                    Control  as  defined  in  the  Plan  and  a  “change  in  control                                    event”  within  the  meaning  of  Treasury  Regulation  §                                    1.409A-3(i)(5).                                                                  4827-6636-0767.2