wncsupplementalplan






                                     WABASH NATIONAL CORPORATION                                    SUPPLEMENTAL PLAN    4852-8996-9850.2 





 






      Wabash National Corporation Supplemental Plan         ARTICLE I              Establishment and Purpose ..................................................................................................1         ARTICLE II              Definitions............................................................................................................................1         ARTICLE III              Eligibility and Participation .................................................................................................8         ARTICLE IV              Deferrals ...............................................................................................................................9         ARTICLE V              Company Contributions .....................................................................................................12         ARTICLE VI              Benefits ..............................................................................................................................12         ARTICLE VII              Modifications to Payment Schedules .................................................................................15         ARTICLE VIII              Valuation of Account Balances; Investments ....................................................................16         ARTICLE IX              Administration ...................................................................................................................17         ARTICLE X              Amendment and Termination ............................................................................................19         ARTICLE XI              Informal Funding ...............................................................................................................19         ARTICLE XII              Claims ................................................................................................................................20         ARTICLE XIII              General Provisions .............................................................................................................26             4852-8996-9850.2 





 






      Wabash National Corporation Supplemental Plan         ARTICLE I        Establishment and Purpose         Wabash National Corporation (the “Company”) hereby amends and restates the Wabash        National Corporation Supplemental Plan (the “Plan”), effective as of May 12, 2020.           The purpose of the Plan is to attract and retain key employees and Directors by providing each        Participant with an opportunity to defer receipt of a portion of their salary, bonus, and other        specified compensation.  The Plan is not intended to meet the qualification requirements of Code        Section 401(a), but is intended to meet the requirements of Code Section 409A, and shall be        operated and interpreted consistent with that intent.         The Plan constitutes an unsecured promise by a Participating Employer to pay benefits in the        future.  Participants in the Plan shall have the status of general unsecured creditors of the        Company or the Adopting Employer, as applicable.  Each Participating Employer shall be solely        responsible for payment of the benefits of its employees and their beneficiaries.  The Plan is        unfunded for Federal tax purposes and is intended to be an unfunded arrangement for eligible        employees who are part of a select group of management or highly compensated employees of        the Employer within the meaning of Sections 201(2), 301(a)(3) and 401(a)(l) of ERISA.  Any        amounts set aside to defray the liabilities assumed by the Company or an Adopting Employer        will remain the general assets of the Company or the Adopting Employer and shall remain        subject to the claims of the Company’s or the Adopting Employer’s creditors until such amounts        are distributed to the Participants.         ARTICLE II        Definitions         2.1   Account.  Account means a bookkeeping account maintained by the Committee to record              the payment obligation of a Participating Employer to a Participant as determined under              the terms of the Plan.  The Committee may maintain an Account to record the total              obligation to a Participant and component Accounts to reflect amounts payable at              different times and in different forms.  Reference to an Account means any such Account              established by the Committee, as the context requires.  Accounts are intended to              constitute unfunded obligations within the meaning of Sections 201(2), 301(a)(3) and              401(a)(l) of ERISA.         2.2   Account Balance.  Account Balance means, with respect to any Account, the total              payment obligation owed to a Participant from such Account as of the most recent              Valuation Date.         2.3   Adopting Employer.  Adopting Employer means an Affiliate who, with the consent of the              Company, has adopted the Plan for the benefit of its eligible employees.         2.4   Affiliate.  Affiliate means a corporation, trade or business that, together with the              Company, is treated as a single employer under Code Section 414(b) or (c).         2.5   Beneficiary.  Beneficiary means a natural person, estate, or trust designated by a              Participant to receive payments to which a Beneficiary is entitled in accordance with                                                                           Page 1 of 28  4852-8996-9850.2 





 






      Wabash National Corporation Supplemental Plan               provisions of the Plan.  The Participant’s spouse, if living, otherwise the Participant’s              estate, shall be the Beneficiary if:  (i) the Participant has failed to properly designate a              Beneficiary, or (ii) all designated Beneficiaries have predeceased the Participant.               A former spouse shall have no interest under the Plan, as Beneficiary or otherwise, unless              the Participant designates such person as a Beneficiary after dissolution of the marriage,              except to the extent provided under the terms of a domestic relations order as described in              Code Section 414(p)(l)(B).         2.6   Business Day.  A Business Day is each day on which the New York Stock Exchange is              open for business.         2.7   Cause.  Cause means with respect to a Participant (i) commission of a felony or other              serious crime, (ii) fraudulent or dishonest conduct intended to benefit the Participant at              the expense of the Employer, or (iii) action that brings the Employer into disrepute or              otherwise harms the Employer’s reputation.         2.8   Change in Control.  Change in Control, with respect to a Participating Employer that is              organized as a corporation, occurs on the date on which any of the following events occur              (i) a change in the ownership of the Participating Employer; (ii) a change in the effective              control of the Participating Employer; (iii) a change in the ownership of a substantial              portion of the assets of the Participating Employer.               For purposes of this Section, a change in the ownership of the Participating Employer              occurs on the date on which any one person, or more than one person acting as a group,              acquires ownership of stock of the Participating Employer that, together with stock held              by such person or group constitutes more than 50% of the total fair market value or total              voting power of the stock of the Participating Employer.  A change in the effective              control of the Participating Employer occurs on the date on which either (i) a person, or              more than one person acting as a group, acquires ownership of stock of the Participating              Employer possessing 30% or more of the total voting power of the stock of the              Participating Employer, taking into account all such stock acquired during the 12-month              period ending on the date of the most recent acquisition, or (ii) a majority of the members              of the Participating Employer’s Board of Directors is replaced during any 12-month              period by directors whose appointment or election is not endorsed by a majority of the              members of such Board of Directors prior to the date of the appointment or election, but              only if no other corporation is a majority shareholder of the Participating Employer.  A              change in the ownership of a substantial portion of assets occurs on the date on which any              one person, or more than one person acting as a group, other than a person or group of              persons that is related to the Participating Employer, acquires assets from the              Participating Employer that have a total gross fair market value equal to or more than              40% of the total gross fair market value of all of the assets of the Participating Employer              immediately prior to such-acquisition or acquisitions, taking into account all such assets              acquired during the 12-month period ending on the date of the most recent acquisition.               An event constitutes a Change in Control with respect to a Participant only if the              Participant performs services for the Participating Employer that has experienced the                                                                            Page 2 of 28  4852-8996-9850.2 





 






      Wabash National Corporation Supplemental Plan               Change in Control, or the Participant’s relationship to the affected Participating Employer              otherwise satisfies the requirements of Treasury Regulation Section 1.409A-3(i)(5)(ii).               The determination as to the occurrence of a Change in Control shall be based on              objective facts and in accordance with the requirements of Code Section 409A.         2.9   Claimant.  Claimant means a Participant or Beneficiary filing a claim under Article XII              of this Plan.         2.10  Code.  Code means the Internal Revenue Code of 1986, as amended from time to time.         2.11  Code Section 409A.  Code Section 409A means section 409A of the Code, and              regulations and other guidance issued by the Treasury Department and Internal Revenue              Service thereunder.         2.12  Committee.  Committee means the committee appointed by the Board of Directors of the              Company (or the appropriate committee of such board) to administer the Plan.  If no              designation is made, the Chief Executive Officer of the Company or his delegate shall              have and exercise the powers of the Committee.         2.13  Company.  Company means Wabash National Corporation.         2.14  Company Contribution.  Company Contribution means a credit by a Participating              Employer to a Participant’s Account(s) in accordance with the provisions of Article V of              the Plan.  Company Contributions are credited at the sole discretion of the Participating              Employer and the fact that a Company Contribution is credited in one year shall not              obligate the Participating Employer to continue to make such Company Contribution in              subsequent years.  Unless the context clearly indicates otherwise, a reference to Company              Contribution shall include Earnings attributable to such contribution.         2.15  Compensation.  Compensation means a Participant’s base salary, bonus, commission,              Director fees, and such other cash or equity-based compensation (if any) approved by the              Committee as Compensation that may be deferred under this Plan.  Compensation shall              not include any compensation that has been previously deferred under this Plan or any              other arrangement subject to Code Section 409A.         2.16  Compensation Deferral Agreement.  Compensation Deferral Agreement means an              agreement between a Participant and a Participating Employer, or an online enrollment or              other form, that specifies (i) the amount of each component of Compensation that the              Participant has elected to defer to the Plan in accordance with the provisions of Article              IV, and (ii) the Payment Schedule applicable to one or more Accounts.  The Committee              may permit different deferral amounts for each component of Compensation and may              establish a minimum or maximum deferral amount for each such component.  Unless              otherwise specified by the Committee in the Compensation Deferral Agreement,              Participants may defer up to 90% of their base salary and up to 100% of other types of              Compensation for a Plan Year; provided that, if a Director elects to defer any restricted              stock units for a Plan Year, 100% of such restricted stock units will be deferred.  A                                                                            Page 3 of 28  4852-8996-9850.2 





 






      Wabash National Corporation Supplemental Plan               Compensation Deferral Agreement may also specify the investment allocation described              in Section 8.4.         2.17  Death Benefit.  Death Benefit means the benefit payable under the Plan to a Participant’s              Beneficiary(ies) upon the Participant’s death as provided in Section 6.1 of the Plan.         2.18  Deferral.  Deferral means a credit to a Participant’s Account(s) that records that portion              of the Participant’s Compensation that the Participant has elected to defer to the Plan in              accordance with the provisions of Article IV.  Unless the context of the Plan clearly              indicates otherwise, a reference to Deferrals includes Earnings attributable to such              Deferrals.               Deferrals shall be calculated with respect to the gross cash Compensation payable to the              Participant prior to any deductions or withholdings, but shall be reduced by the              Committee as necessary so that it does not exceed 100% of the cash Compensation of the              Participant remaining after deduction of all required income and employment taxes,              401(k) and other employee benefit deductions, and other deductions required by law.               Changes to payroll withholdings that affect the amount of Compensation being deferred              to the Plan shall be allowed only to the extent permissible under Code Section 409A.         2.19  Director.  Director means a non-employee member of the Board of Directors of the              Company.         2.20  Disability Benefit.  Disability Benefit means the benefit payable under the Plan to a              Participant in the event such Participant is determined to be Disabled.         2.21  Disabled.  Disabled means that a Participant is, by reason of any medically-determinable              physical or mental impairment which can be expected to result in death or can be              expected to last for a continuous period of not less than twelve months, (i) unable to              engage in any substantial gainful activity, or (ii) receiving income replacement benefits              for a period of not less than three months under an accident and health plan covering              employees of the Participant’s employer.  The Committee shall determine whether a              Participant is Disabled in accordance with Code Section 409A provided, however, that a              Participant shall be deemed to be Disabled if determined to be totally disabled by the              Social Security Administration or the Railroad Retirement Board.         2.22  Earnings.  Earnings means an adjustment to the value of an Account in accordance with              Article VIII.         2.23  Effective Date.  Effective Date means May 12, 2020.         2.24  Eligible Employee.  Eligible Employee means a member of a “select group of              management or highly compensated employees” of a Participating Employer within the              meaning of Sections 201(2), 301(a)(3) and 401(a)(l) of ERISA, as determined by the              Committee from time to time in its sole discretion, who has been employed for at least              three (3) months.         2.25  Employee.  Employee means a common-law employee of an Employer.                                                                           Page 4 of 28  4852-8996-9850.2 





 






      Wabash National Corporation Supplemental Plan         2.26  Employer.  Employer means, with respect to Employees it employs, the Company and              each Affiliate.         2.27  ERISA.  ERISA means the Employee Retirement Income Security Act of 1974, as              amended from time to time.         2.28  Participant.  Participant means an Eligible Employee or a Director who has received              notification of his or her eligibility to defer Compensation under the Plan under Section              3.1 and any other person with an Account Balance greater than zero, regardless of              whether such individual continues to be an Eligible Employee or a Director.  A              Participant’s continued participation in the Plan shall be governed by Section 3.2 of the              Plan.         2.29  Participating Employer.  Participating Employer means the Company and each Adopting              Employer.         2.30  Payment Schedule.  Payment Schedule means the date as of which payment of an              Account under the Plan will commence and the form in which payment of such Account              will be made.         2.31  Performance-Based Compensation.  Performance-Based Compensation means              Compensation where the amount of, or entitlement to, the Compensation is contingent on              the satisfaction of pre-established organizational or individual performance criteria              relating to a performance period of at least twelve consecutive months.  Organizational or              individual performance criteria are considered pre-established if established in writing by              not later than ninety (90) days after the commencement of the period of service to which              the criteria relate, provided that the outcome is substantially uncertain at the time the              criteria are established.  The determination of whether Compensation qualifies as              “Performance-Based Compensation” will be made in accordance with Treas. Reg.              Section 1.409A-1(e) and subsequent guidance.         2.32  Plan.  Generally, the term Plan means the “Wabash National Corporation Supplemental              Plan” as documented herein and as may be amended from time to time hereafter.               However, to the extent permitted or required under Code Section 409A, the term Plan              may in the appropriate context also mean a portion of the Plan that is treated as a single              plan under Treas. Reg. Section 1.409A-1(c), or the Plan or portion of the Plan and any              other nonqualified deferred compensation plan or portion thereof that is treated as a              single plan under such section.         2.33  Plan Year.  Plan Year means January 1 through December 31.         2.34  Retirement/Termination Benefit.  Retirement/Termination Benefit means the benefit              payable to a Participant under the Plan following the Participant’s Separation from              Service.         2.35  Retirement/Termination Account.  Retirement/Termination Account means an Account              established by the Committee to record the amounts payable to a Participant upon              Separation from Service.  Unless otherwise determined by the Committee, a Participant                                                                           Page 5 of 28  4852-8996-9850.2 





 






      Wabash National Corporation Supplemental Plan               may maintain no more than two Retirement/Termination Accounts with respect to cash              deferrals, and the first Retirement/Termination Account established with respect to a              Participant shall be considered the Participant’s “Primary Retirement/Termination              Account.”  Unless the Participant has established a Specified Date Account, all Deferrals              and Company Contributions shall be allocated to a Retirement/Termination Account on              behalf of the Participant.           2.36  RSU Retirement/Termination Account.  RSU Retirement/Termination Account means a              Retirement/Termination Account established by the Committee for Director deferrals of              restricted stock units.         2.37  Separation from Service.  An Employee incurs a Separation from Service upon              termination of employment with the Employer.  A Director incurs a Separation from              Service upon the expiration of all contracts with the Employer to serve as a Director,              provided the contractual relationship has in good faith been completely terminated.               Whether a Separation from Service has occurred shall be determined by the Committee in              accordance with Code Section 409A.               Except in the case of an Employee on a bona fide leave of absence as provided below, an              Employee is deemed to have incurred a Separation from Service if the Employer and the              Employee reasonably anticipated that the level of services to be performed by the              Employee after a date certain would be reduced to 20% or less of the average services              rendered by the Employee during the immediately preceding 36-month period (or the              total period of employment, if less than 36 months, disregarding periods during which the              Employee was on a bona fide leave of absence.               An Employee who is absent from work due to military leave, sick leave, or other bona              fide leave of absence shall incur a Separation from Service on the first date immediately              following the later of (i) the six-month anniversary of the commencement of the leave or              (ii) the expiration of the Employee’s right, if any, to reemployment under statute or              contract.               If a Participant is both a Director and an Employee, the services provided as a Director              shall be disregarded in determining whether there has been a Separation from Service as              an Employee, and the services provided as an Employee shall be disregarded in              determining whether there has been a Separation from Service as a Director, provided the              portion of the Plan in which the Participant participates as a Director is substantially              similar to arrangements covering non-Employee Directors.               For purposes of determining whether a Separation from Service has occurred, the              Employer means the Employer as defined in Section 2.26 of the Plan, except that for              purposes of determining whether another organization is an Affiliate of the Company,              common ownership of at least 50% shall be determinative.               The Committee specifically reserves the right to determine whether a sale or other              disposition of substantial assets to an unrelated party constitutes a Separation from              Service with respect to a Participant providing services to the seller immediately prior to                                                                            Page 6 of 28  4852-8996-9850.2 





 






      Wabash National Corporation Supplemental Plan               the transaction and providing services to the buyer after the transaction.  Such              determination shall be made in accordance with the requirements of Code Section 409A.         2.38  Specified Date Account.  A Specified Date Account means an Account established by the              Committee to record the amounts payable at a future date as specified in the Participant’s              Compensation Deferral Agreement.  Unless otherwise determined by the Committee, a              Participant may maintain no more than five Specified Date Accounts.  A Specified Date              Account may be identified in enrollment materials as an “In-Service Account” or such              other name as established by the Committee without affecting the meaning thereof.         2.39  Specified Date Benefit.  Specified Date Benefit means the benefit payable to a Participant              under the Plan in accordance with Section 6.1(b).         2.40  Specified Employee.  Specified Employee means an Employee who, as of the date of his              Separation from Service, is a “key employee” of the Company or any Affiliate, any stock              of which is actively traded on an established securities market or otherwise.  An              Employee is a key employee i f he meets the requirements of Code Section              416(i)(l)(A)(i), (ii), or (iii) (applied in accordance with applicable regulations thereunder              and without regard to Code Section 416(i)(5)) at any time during the 12-month period              ending on the Specified Employee Identification Date.  Such Employee shall be treated as              a key employee for the entire 12-month period beginning on the Specified Employee              Effective Date.               For purposes of determining whether an Employee is a Specified Employee, the              compensation of the Employee shall be determined in accordance with the definition of              compensation provided under Treas. Reg. Section 1.415(c)-2(d)(3) (wages within the              meaning of Code section 3401(a) for purposes of income tax withholding at the source,              plus amounts excludible from gross income under section 125(a), 132(f)(4), 402(e)(3),              402(h)(l )(B), 402(k) or 457(b), without regard to rules that limit the remuneration              included in wages based on the nature or location of the employment or the services              performed); provided, however, that, with respect to a nonresident alien who is not a              Participant in the Plan, compensation shall not include compensation that is not              includible in the gross income of the Employee under Code Sections 872, 893,894,911,              931 and 933, provided such compensation is not effectively connected with the conduct              of a trade or business within the United States.               Notwithstanding anything in this paragraph to the contrary, (i) if a different definition of              compensation has been designated by the Company with respect to another nonqualified              deferred compensation plan in which a key employee participates, the definition of              compensation shall be the definition provided in Treas. Reg. Section 1.409A-l (i)(2), and              (ii) the Company may through action that is legally binding with respect to all              nonqualified deferred compensation plans maintained by the Company, elect to use a              different definition of compensation.               In the event of corporate transactions described in Treas. Reg. Section 1.409A-1 (i)6), the              identification of Specified Employees shall be determined in accordance with the default                                                                            Page 7 of 28  4852-8996-9850.2 





 






      Wabash National Corporation Supplemental Plan               rules described therein, unless the Employer elects to utilize the available alternative              methodology through designations made within the timeframes specified therein.         2.41  Specified Employee Identification Date.  Specified Employee Identification Date means              December 31, unless the Employer has elected a different date through action that is              legally binding with respect to all nonqualified deferred compensation plans maintained              by the Employer.         2.42  Specified Employee Effective Date.  Specified Employee Effective Date means the first              day of the fourth month following the Specified Employee Identification Date, or such              earlier date as is selected by the Committee.         2.43  Substantial Risk of Forfeiture.  Substantial Risk of Forfeiture shall have the meaning              specified in Treas. Reg. Section 1.409A-1(d);         2.44  Unforeseeable Emergency.  An Unforeseeable Emergency means a severe financial              hardship to the Participant resulting from an illness or accident of the Participant, the              Participant’s spouse, the Participant’s dependent (as defined in Code section 152, without              regard to section 152(b)(l), (b)(2), and (d)(l)(B)), or a Beneficiary; loss of the              Participant’s property due to casualty (including the need to rebuild a home following              damage to a home not otherwise covered by insurance, for example, as a result of a              natural disaster); or other similar extraordinary and unforeseeable circumstances arising              as a result of events beyond the control of the Participant.  The types of events which may              qualify as an Unforeseeable Emergency may be limited by the Committee.         2.45  Valuation Date.  Valuation Date shall mean each Business Day.         ARTICLE III        Eligibility and Participation         3.1   Eligibility and Participation.  An Eligible Employee or a Director becomes a Participant              upon the earlier to occur of (i) a credit of Company Contributions under Article V or (ii)              receipt of notification of eligibility to participate.         3.2   Duration.  A Participant shall be eligible to defer Compensation and receive allocations              of Company Contributions, subject to the terms of the Plan, for as long as such              Participant remains an Eligible Employee or a Director.  A Participant who is no longer              an Eligible Employee or a Director but has not Separated from Service may not elect to              defer additional Compensation under the Plan but may otherwise exercise all of the rights              o f a Participant under the Plan with respect to his or her Account(s).  On and after a              Separation from Service, a Participant shall remain a Participant as long as his or her              Account Balance is greater than zero and during such time may continue to make              allocation elections as provided in Section 8.4.  An individual shall cease being a              Participant in the Plan when all benefits under the Plan to which he or she is entitled have              been paid                                                                             Page 8 of 28  4852-8996-9850.2 





 






      Wabash National Corporation Supplemental Plan         ARTICLE IV        Deferrals         4.1   Deferral Elections, Generally.               (a)   A Participant may elect to defer Compensation by submitting a Compensation                    Deferral Agreement during the enrollment periods established by the Committee                    and in the manner specified by the Committee, but in any event, in accordance                    with Section 4.2.  A Compensation Deferral Agreement that is not timely filed                    with respect to a service period or component of Compensation shall be                    considered void and shall have no effect with respect to such service period or                    Compensation.  The Committee may modify any Compensation Deferral                    Agreement prior to the date the election becomes irrevocable under the rules of                    Section 4.2.               (b)   The Participant shall specify on his or her Compensation Deferral Agreement the                    amount of Deferrals and whether to allocate Deferrals to a                    Retirement/Termination Account or to a Specified Date Account; provided that, if                    a Director elects to defer restricted stock units, 100% of such restricted stock units                    shall be deferred and will automatically be allocated to a RSU                    Retirement/Termination Account.  If no designation is made with respect to cash                    Compensation, Deferrals shall be allocated to the Primary                    Retirement/Termination Account.  A Participant may also specify (from the                    alternatives made available by the Committee) in his or her Compensation                    Deferral Agreement the Payment Schedule applicable to his or her Plan Accounts                    other than RSU Retirement/Termination Accounts.  If the Payment Schedule is                    not specified in a Compensation Deferral Agreement, the Payment Schedule shall                    be the Payment Schedule specified in Section 6.2.         4.2   Timing Requirements for Compensation Deferral Agreements.               (a)   First Year of Eligibility.  In the case of the first year in which an Eligible                    Employee or a Director becomes eligible to participate in the Plan, he has up to 30                    days following his initial eligibility to submit a Compensation Deferral                    Agreement with respect to Compensation to be earned during such year.  The                    Compensation Deferral Agreement described in this paragraph becomes                    irrevocable upon the end of such 30-day period.  The determination of whether an                    Eligible Employee or a Director may file a Compensation Deferral Agreement                    under this paragraph shall be determined in accordance with the rules of Code                    Section 409A, including the provisions of Treas. Reg. Section 1.409A-2(a)(7).  A                    Compensation Deferral Agreement filed under this paragraph applies to                    Compensation earned on and after the date the Compensation Deferral Agreement                    becomes irrevocable.               (b)   Prior Year Election.  Except as otherwise provided in this Section 4.2,                    Participants may defer Compensation by filing a Compensation Deferral                    Agreement no later than December 31 of the year prior to the year in which the                                                                            Page 9 of 28  4852-8996-9850.2 





 






      Wabash National Corporation Supplemental Plan                     Compensation to be deferred is earned.  A Compensation Deferral Agreement                    described in this paragraph shall become irrevocable with respect to such                    Compensation as of December 31 of the year prior to the year in which such                    Compensation is earned.               (c)   Performance-Based Compensation.  Participants may file a Compensation                    Deferral Agreement with respect to Performance-Based Compensation no later                    than the date that is six months before the end of the performance period,                    provided that:                     (i)   the Participant performs services continuously from the later of the                          beginning of the performance period or the date the criteria are established                          through the date the Compensation Deferral Agreement is submitted; and                     (ii)  the Compensation is not readily ascertainable as of the date the                          Compensation Deferral Agreement is filed.                     A Compensation Deferral Agreement becomes irrevocable with respect to                    Performance-Based Compensation as of the day immediately following the latest                    date for filing such election.  Any election to defer Performance-Based                    Compensation that is made in accordance with this paragraph and that becomes                    payable as a result of the Participant’s death or disability (as defined in Treas.                    Reg. Section 1.409A-1(e)) or upon a Change in Control (as defined in Treas. Reg.                    Section 1.409A-3(i)(5)) prior to the satisfaction of the performance criteria, will                    be void.               (d)   Sales Commissions.  Sales commissions (as defined in Treas. Reg. Section                    1.409A-2(a)(12)(i)) are considered to be earned in the taxable year of the                    Participant in which the customer remits payment to the Employer.  The                    Compensation Deferral Agreement must be filed before the last day of the year                    preceding the year in which the sales commissions are earned and becomes                    irrevocable after that date.               (e)   Short-Term Deferrals.  Compensation that meets the definition of a “short-term                    deferral” described in Treas. Reg. Section 1.409A-1(b)(4) may be deferred in                    accordance with the rules of Article VII, applied as if the date the Substantial Risk                    of Forfeiture lapses is the date payments were originally scheduled to commence,                    provided, however, that the provisions of Section 7.3 shall not apply to payments                    attributable to a Change in Control (as defined in Treas. Reg. Section 1.409A-                   3(i)(5)).               (f)   Certain Forfeitable Rights.  With respect to a legally binding right to a payment                    in a subsequent year that is subject to a forfeiture condition requiring the                    Participant’s continued services for a period of at least twelve months from the                    date the Participant obtains the legally binding right, an election to defer such                    Compensation may be made on or before the 30th day after the Participant obtains                    the legally binding right to the Compensation, provided that the election is made                                                                           Page 10 of 28  4852-8996-9850.2 





 






      Wabash National Corporation Supplemental Plan                     at least twelve months in advance of the earliest date at which the forfeiture                    condition could lapse.  The Compensation Deferral Agreement described in this                    paragraph becomes irrevocable after such 30th day or, if earlier, twelve months in                    advance of the earliest date at which the forfeiture condition could lapse.  If the                    forfeiture condition applicable to the payment lapses before the end of the                    required service period as a result of the Participant’s death or disability (as                    defined in Treas. Reg. Section 1.409A-3(i)(4)) or upon a Change in Control (as                    defined in Treas. Reg. Section 1.409A-3(i)(5)), the Compensation Deferral                    Agreement will be void unless it would be considered timely under another rule                    described in this Section.               (g)   Company Awards.  Participating Employers may unilaterally provide for deferrals                    of Company awards prior to the date of such awards.  Deferrals of Company                    awards (such as sign-on, retention, or severance pay) may be negotiated with a                    Participant prior to the date the Participant has a legally binding right to such                    Compensation.               (h)   “Evergreen” Deferral Elections.  Compensation Deferral Agreements will                    continue in effect for each subsequent year or performance period until                    subsequently modified by a Participant.  Such “evergreen” Compensation                    Deferral Agreements will become effective with respect to an item of                    Compensation on the date such election becomes irrevocable under this Section                    4.2.  An evergreen Compensation Deferral Agreement may be terminated or                    modified prospectively with respect to Compensation for which such election                    remains revocable under this Section 4.2.  A Participant whose Compensation                    Deferral Agreement is cancelled in accordance with Section 4.6 will be required                    to file a new Compensation Deferral Agreement under this Article IV in order to                    recommence Deferrals under the Plan.         4.3   Allocation of Deferrals.  Subject to the limitations of the Plan, a Compensation Deferral              Agreement may allocate Deferrals to one or more Specified Date Accounts and/or to the              Retirement/Termination Account.  The Committee may, in its discretion, establish a              minimum deferral period for Specified Date Accounts (for example, the third Plan Year              following the year Compensation subject to the Compensation Deferral Agreement is              earned).          4.4   Deductions from Pay.  The Committee has the authority to determine the payroll              practices under which any component of Compensation subject to a Compensation              Deferral Agreement will be deducted from a Participant’s Compensation.         4.5   Vesting.  Participant Deferrals shall be 100% vested at all times.         4.6   Cancellation of Deferrals.  The Committee may cancel a Participant’s Deferrals (i) for the              balance of the Plan Year in which an Unforeseeable Emergency occurs, (ii) if the              Participant receives a hardship distribution under the Employer’s qualified 401(k) plan,              and (iii) during periods in which the Participant is unable to perform the duties of his or              her position or any substantially similar position due to a mental or physical impairment                                                                           Page 11 of 28  4852-8996-9850.2 





 






      Wabash National Corporation Supplemental Plan               that can be expected to result in death or last for a continuous period of at least six              months, provided cancellation occurs by the later of the end of the taxable year of the              Participant or the 15th day of the third month following the date the Participant incurs the              disability (as defined in this paragraph (iii)).         ARTICLE V        Company Contributions         5.1   Matching Contributions.  A Participating Employer may credit Matching Contributions              for a Plan Year to the Account of a Participant.  If Matching Contributions are credited,              they shall equal 100% of the first 3% of Compensation (excluding non-cash              Compensation deferred by Directors) deferred to the Plan, and 50% of the next 2% of              Compensation (excluding non-cash Compensation deferred by Directors) deferred to the              Plan, except as otherwise provided by a Participating Employer. RSU              Retirement/Termination Accounts receive no Matching Contributions.         5.2   Discretionary Company Contributions.  The Participating Employer may, from time to              time in its sole and absolute discretion, credit Company Contributions to any Participant              in any amount determined by the Participating Employer.  Such contributions will be              credited to a Participant’s Retirement/Termination Account.         5.3   Vesting.  Company Contributions described in Sections 5.1 and 5.2, above, and the              Earnings thereon, shall be 100% vested when credited.  Notwithstanding anything to the              contrary in this Section 5.3, however, all Company Contributions shall be forfeited if the              Participant’s employment is terminated by the Participating Employer for Cause.         ARTICLE VI        Benefits         6.1   Benefits, Generally.  A Participant shall be entitled to the following benefits under the              Plan:               (a)   Retirement/Termination Benefit.  Upon the Participant’s Separation from                    Service, he or she shall be entitled to a Retirement/Termination Benefit.  The                    Retirement/Termination Benefit shall be equal to the vested portion of the                    Retirement/Termination Account(s) and the unpaid balances of any Specified                    Date Accounts.  The Retirement/Termination Benefit shall be based on the value                    of such Account(s) as of the end of the month in which Separation from Service                    occurs.  Payment of the Retirement/Termination Benefit will be made or begin the                    first day of the month following the month in which Separation from Service                    occurs, provided, however, that with respect to a Participant who is a Specified                    Employee as of the date such Participant incurs a Separation from Service,                    payment will be made or begin on the first day of the seventh month following the                    month in which such Separation from Service occurs.  If the                    Retirement/Termination Benefit is to be paid in the form of installments, any                    subsequent installment payments to a Specified Employee will be paid on the                    anniversary of the date the initial installment was made.                                                                           Page 12 of 28  4852-8996-9850.2 





 






      Wabash National Corporation Supplemental Plan               (b)   Specified Date Benefit.  If the Participant has established one or more Specified                    Date Accounts, he or she shall be entitled to a Specified Date Benefit with respect                    to each such Specified Date Account.  The Specified Date Benefit shall be equal                    to the balance of the Specified Date Account at the time of payment, based on the                    value of that Account as of the end of the month designated as the payment                    commencement date by the Participant at the time the Account was established.                     Payment of the Specified Date Benefit will be made or begin the first day of the                    month following the designated month.               (c)   Disability Benefit.  Upon a determination by the Committee that a Participant is                    Disabled, he or she shall be entitled to a Disability Benefit.  The Disability                    Benefit shall be equal to the vested portion of the Retirement/Termination                    Account and the unpaid balances of any Specified Date Accounts.  The Disability                    Benefit shall be based on the value of the Accounts as of the last day of the month                    in which Disability occurs and will be paid the first day of the following month.               (d)   Death Benefit.  In the event of the Participant’s death, his or her designated                    Beneficiary(ies) shall be entitled to a Death Benefit.  The Death Benefit shall be                    equal to the vested portion of the Retirement/Termination Account and the unpaid                    balances of any Specified Date Accounts.  The Death Benefit shall be based on                    the value of the Accounts as of the end of the month in which death occurred,                    with payment made in the first day of the following month.               (e)   Unforeseeable Emergency Payments.  A Participant who experiences an                    Unforeseeable Emergency may submit a written request to the Committee to                    receive payment of all or any portion of his or her vested Accounts.  Whether a                    Participant or Beneficiary is faced with an Unforeseeable Emergency permitting                    an emergency payment shall be determined by the Committee based on the                    relevant facts and circumstances of each case, but, in any case, a distribution on                    account of Unforeseeable Emergency may not be made to the extent that such                    emergency is or may be reimbursed through insurance or otherwise, by                    liquidation of the Participant’s assets, to the extent the liquidation of such assets                    would not cause severe financial hardship, or by cessation of Deferrals under this                    Plan.  If an emergency payment is approved by the Committee, the amount of the                    payment shall not exceed the amount reasonably necessary to satisfy the need,                    taking into account the additional compensation that is available to the Participant                    as the result of cancellation of deferrals to the Plan, including amounts necessary                    to pay any taxes or penalties that the Participant reasonably anticipates will result                    from the payment.  The amount of the emergency payment shall be subtracted                    first from the vested portion of the Participant’s Retirement/Termination Account                    until depleted and then from the vested Specified Date Accounts, beginning with                    the Specified Date Account with the latest payment commencement date.                     Emergency payments shall be paid in a single lump sum within the 90-day period                    following the date the payment is approved by the Committee.                                                                            Page 13 of 28  4852-8996-9850.2 





 






      Wabash National Corporation Supplemental Plan         6.2   Form of Payment.               (a)   Retirement/Termination Benefit.  A Participant who is entitled to receive a                    Retirement/Termination Benefit shall receive payment of such benefit in a single                    lump sum, unless the Participant elects on his or her initial Compensation                    Deferral Agreement to have such benefit paid in one of the following alternative                    forms of payment (i) substantially equal annual installments over a period of two                    to fifteen years, as elected by the Participant; or (ii) a lump sum payment of a                    percentage of the balance in the applicable Accounts, with the balance paid in                    substantially equal annual installments over a period of two to fourteen years, as                    elected by the Participant; provided that a Retirement/Termination Benefit                    payable with respect to an RSU Retirement/Termination Account shall be paid in                    a single lump sum.  The Payment Schedule for the Primary                    Retirement/Termination Account determines how such Account and all Specified                    Date Accounts described in Section 6.1(a) will be paid. A Participant’s second                    Retirement/Termination Account holding cash Compensation Deferrals will be                    paid separately as elected by the Participant from the optional forms of payment                    set forth in this Section 6.2(a).               (b)   Specified Date Benefit.  The Specified Date Benefit shall be paid in a single lump                    sum, unless the Participant elects on the Compensation Deferral Agreement with                    which the account was established to have the Specified Date Account paid in                    substantially equal annual installments over a period of two to five years, as                    elected by the Participant.                     Notwithstanding any election of a form of payment by the Participant, upon a                    Separation from Service the unpaid balance of a Specified Date Account shall be                    paid in accordance with the form of payment applicable to the Primary                    Retirement/Termination Account, or to the Disability or Death Benefit, as                    applicable.               (c)   Disability Benefit.  A Participant who is entitled to receive a Disability Benefit                    shall receive payment of such benefit in accordance with the Payment Schedule                    applicable to the Retirement/Termination Benefit.               (d)   Death Benefit.  A designated Beneficiary who is entitled to receive a Death                    Benefit shall receive payment of such benefit in accordance with the Payment                    Schedule applicable to the Retirement/Termination Benefit.               (e)   Change in Control.  A Participant will receive his or her Retirement/Termination                    Benefit in a single lump sum payment equal to the unpaid balance of all of his or                    her Accounts if Separation from Service occurs within 24 months following a                    Change in Control.  In addition to the foregoing, upon a Change in Control, a                    Participant who has incurred a Separation from Service prior to the Change in                    Control, and any Beneficiary of such Participant who is receiving or is scheduled                    to receive payments, will receive the balance of all unpaid Accounts in a single                                                                           Page 14 of 28  4852-8996-9850.2 





 






      Wabash National Corporation Supplemental Plan                     lump sum.  Accounts will be valued as of the last day of the month following the                    Change in Control and will be paid within 90 days of said Change in Control.               (f)   Small Account Balances.  Notwithstanding any Participant election or other                    provision of the Plan, a Participant’s Accounts will be paid in a single lump sum                    if, upon the commencement of his or her Retirement/Termination, Death or                    Disability Benefit, the combined value of his or her Accounts is not greater than                    $10,000.               (g)   Rules Applicable to Installment Payments.  If a Payment Schedule specifies                    installment payments, annual payments will be made beginning as of the payment                    commencement date for such installments and shall continue on each anniversary                    thereof until the number of installment payments specified in the Payment                    Schedule has been paid.  The amount of each installment payment shall be                    determined by dividing (a) by (b), where (a) equals the Account Balance as of the                    Valuation Date and (b) equals the remaining number of installment payments.                     For purposes of Article VII, installment payments will be treated as a single                    payment.  If a lump sum equal to less than 100% of the Retirement/Termination                    Account is paid, the payment commencement date for the installment form of                    payment will be the first anniversary of the payment of the lump sum.               (h)   Medium of Payment.  Except to the extent otherwise determined by the                    Committee, payment of amounts deferred under the Plan (including Dividend                    Equivalents (as defined below)) will be in cash, provided that payments with                    respect to deferred restricted stock units under any RSU Retirement/Termination                    Account will be made in whole shares of the Company’s common stock issued                    under the Company’s 2017 Omnibus Incentive Plan (or any successor equity                    incentive plan thereto).         6.3   Acceleration of or Delay in Payments.  The Committee, in its sole and absolute              discretion, may elect to accelerate the time or form of payment of a benefit owed to the              Participant hereunder, provided such acceleration is permitted under Treas. Reg. Section              1.409A-3(j)(4).  The Committee may also, in its sole and absolute discretion, delay the              time for payment of a benefit owed to the Participant hereunder, to the extent permitted              under Treas. Reg. Section 1.409A-2(b)(7).  If the Plan receives a domestic relations order              (within the meaning of Code Section 414(p)(l)(B)) directing that all or a portion of a              Participant’s Accounts be paid to an “alternate payee,” any amounts to be paid to the              alternate payee(s) shall be paid in a single lump sum.         ARTICLE VII        Modifications to Payment Schedules         7.1   Participant’s Right to Modify.  A Participant may modify any or all of the alternative              Payment Schedules with respect to an Account, consistent with the permissible Payment              Schedules available under the Plan, provided such modification complies with the              requirements of this Article VII.                                                                             Page 15 of 28  4852-8996-9850.2 





 






      Wabash National Corporation Supplemental Plan         7.2   Time of Election.  The date on which a modification election is submitted to the              Committee must be at least twelve months prior to the date on which payment is              scheduled to commence under the Payment Schedule in effect prior to the modification.         7.3   Date of Payment under Modified Payment Schedule.  Except with respect to              modifications that relate to the payment of a Death Benefit or a Disability Benefit, the              date payments are to commence under the modified Payment Schedule must be no earlier              than five years after the date payment would have commenced under the original              Payment Schedule.  Under no circumstances may a modification election result in an              acceleration of payments in violation of Code Section 409A.         7.4   Effective Date.  A modification election submitted in accordance with this Article VII is              irrevocable upon receipt by the Committee and becomes effective 12 months after such              date.         7.5   Effect on Accounts.  An election to modify a Payment Schedule is specific to the              Account or payment event to which it applies, and shall not be construed to affect the              Payment Schedules of any other Accounts.         ARTICLE VIII        Valuation of Account Balances; Investments         8.1   Valuation.  Deferrals shall be credited to appropriate Accounts on the date such              Compensation would have been paid to the Participant absent the Compensation Deferral              Agreement.  Company Contributions shall be credited to the Retirement/Termination              Account at the times determined by the Committee.  Valuation of Accounts shall be              performed under procedures approved by the Committee.         8.2   Earnings Credit.  Each Account will be credited with Earnings on each Business Day,              based upon the Participant’s investment allocation among a menu of investment options              selected in advance by the Committee, in accordance with the provisions of this Article              VIII (“investment allocation”).         8.3   Investment Options.  Investment options will be determined by the Committee.  The              Committee, in its sole discretion, shall be permitted to add or remove investment options              from the Plan menu from time to time, provided that any such additions or removals of              investment options shall not be effective with respect to any period prior to the effective              date of such change.  Notwithstanding anything to the contrary in this Section 8.3,              Section 8.4 or Section 8.5, RSU Retirement/Termination Accounts will automatically be              deemed invested in the common stock of the Company.  RSU Retirement/Termination              Accounts will be entitled to dividend equivalents as follows:  Prior to the vesting of the              restricted stock units deferred into the RSU Retirement/Termination Accounts, the              Company may pay dividend equivalents on a current basis to Participants equal to the per              share amount of any dividends paid on the Company’s common stock during such time,              and following the vesting of the restricted stock units deferred into the RSU              Retirement/Termination Accounts, each deferred restricted stock unit will be credited              with dividend equivalents equal to the per share amount of any dividends paid on the                                                                           Page 16 of 28  4852-8996-9850.2 





 






      Wabash National Corporation Supplemental Plan               common stock of the Company during such post-vesting period (“Dividend              Equivalents”).           8.4   Investment Allocations.  A Participant’s investment allocation constitutes a deemed, not              actual, investment among the investment options comprising the investment menu.  At no              time shall a Participant have any real or beneficial ownership in any investment option              included in the investment menu, nor shall the Participating Employer or any trustee              acting on its behalf have any obligation to purchase actual securities as a result of a              Participant’s investment allocation.  A Participant’s investment allocation shall be used              solely for purposes of adjusting the value of a Participant’s Account Balances.               A Participant shall specify an investment allocation for each of his Accounts in              accordance with procedures established by the Committee.  Allocation among the              investment options must be designated in increments of 1 %.  The Participant’s              investment allocation will become effective on the same Business Day or, in the case of              investment allocations received after a time specified by the Committee, the next              Business Day.               A Participant may change an investment allocation on any Business Day, both with              respect to future credits to the Plan and with respect to existing Account Balances, in              accordance with procedures adopted by the Committee.  Changes shall become effective              on the same Business Day or, in the case of investment allocations received after a time              specified by the Committee, the next Business Day, and shall be applied prospectively.         8.5   Unallocated Deferrals and Accounts.  If the Participant fails to make an investment              allocation with respect to an Account, such Account shall be invested in an investment              option, the primary objective of which is the preservation of capital, as determined by the              Committee.         ARTICLE IX        Administration         9.1   Plan Administration.  This Plan shall be administered by the Committee which shall have              discretionary authority to make, amend, interpret and enforce all appropriate rules and              regulations for the administration of this Plan and to utilize its discretion to decide or              resolve any and all questions, including but not limited to eligibility for benefits and              interpretations of this Plan and its terms, as may arise in connection with the Plan.               Claims for benefits shall be filed with the Committee and resolved in accordance with the              claims procedures in Article XII.         9.2   Administration Upon Change in Control.  Upon a Change in Control, the Committee, as              constituted immediately prior to such Change in Control, shall continue to act as the              Committee.  The individual who was the Chief Executive Officer of the Company (or if              such person is unable or unwilling to act, the next highest ranking officer) prior to the              Change in Control shall have the authority (but shall not be obligated) to appoint an              independent third party to act as the Committee.                                                                           Page 17 of 28  4852-8996-9850.2 





 






      Wabash National Corporation Supplemental Plan               Upon such Change in Control, the Company may not remove the Committee, unless              2/3rds of the members of the Board of Directors of the Company and a majority of              Participants and Beneficiaries with Account Balances consent to the removal and              replacement Committee.  Notwithstanding the foregoing, neither the Committee nor the              officer described above shall have authority to direct investment of trust assets under any              rabbi trust described in Section 11.2.               The Participating Employer shall, with respect to the Committee identified under this              Section, (i) pay all reasonable expenses and fees of the Committee, (ii) indemnify the              Committee (including individuals serving as Committee) against any costs, expenses and              liabilities including, without limitation, attorneys’ fees and expenses arising in connection              with the performance of the Committee hereunder, except with respect to matters              resulting from the Committee’s gross negligence or willful misconduct and (iii) supply              full and timely information to the Committee on all matters related to the Plan, any rabbi              trust, Participants, Beneficiaries and Accounts as the Committee may reasonably require.         9.3   Withholding.  The Participating Employer shall have the right to withhold from any              payment due under the Plan (or with respect to any amounts credited to the Plan) any              taxes required by law to be withheld in respect of such payment (or credit).  Withholdings              with respect to amounts credited to the Plan shall be deducted from Compensation that              has not been deferred to the Plan.         9.4   Indemnification.  The Participating Employers shall indemnify and hold harmless each              employee, officer, director, agent or organization, to whom or to which are delegated              duties, responsibilities, and authority under the Plan or otherwise with respect to              administration of the Plan, including, without limitation, the Committee and its agents,              against all claims, liabilities, fines and penalties, and all expenses reasonably incurred by              or imposed upon him or it (including but not limited to reasonable attorney fees) which              arise as a result of his or its actions or failure to act in connection with the operation and              administration of the Plan to the extent lawfully allowable and to the extent that such              claim, liability, fine, penalty, or expense is not paid for by liability insurance purchased              or paid for by the Participating Employer.  Notwithstanding the foregoing, the              Participating Employer shall not indemnify any person or organization if his or its actions              or failure to act are due to gross negligence or willful misconduct or for any such amount              incurred through any settlement or compromise of any action unless the Participating              Employer consents in writing to such settlement or compromise.         9.5   Delegation of Authority.  In the administration of this Plan, the Committee may, from              time to time, employ agents and delegate to them such administrative duties as it sees fit,              and may from time to time consult with legal counsel who shall be legal counsel to the              Company.         9.6   Binding Decisions or Actions.  The decision or action of the Committee in respect of any              question arising out of or in connection with the administration, interpretation and              application of the Plan and the rules and regulations thereunder shall be final and              conclusive and binding upon all persons having any interest in the Plan.                                                                           Page 18 of 28  4852-8996-9850.2 





 






      Wabash National Corporation Supplemental Plan         ARTICLE X        Amendment and Termination         10.1  Amendment and Termination.  The Company may at any time and from time to time              amend the Plan or may terminate the Plan as provided in this Article X.  Each              Participating Employer may also terminate its participation in the Plan.         10.2  Amendments.  The Company, by action taken by its Board of Directors, may amend the              Plan at any time and for any reason, provided that any such amendment shall not reduce              the vested Account Balances of any Participant accrued as of the date of any such              amendment or restatement (as if the Participant had incurred a voluntary Separation from              Service on such date) or reduce any rights of a Participant under the Plan or other Plan              features with respect to Deferrals made prior to the date of any such amendment or              restatement without the consent of the Participant.  The Board of Directors of the              Company may delegate to the Committee the authority to amend the Plan without the              consent of the Board of Directors for the purpose of (i) conforming the Plan to the              requirements of law, (ii) facilitating the administration of the Plan, (iii) clarifying              provisions based on the Committee’s interpretation of the document and (iv) making such              other amendments as the Board of Directors may authorize.         10.3  Termination.  The Company, by action taken by its Board of Directors, may terminate the              Plan and pay Participants and Beneficiaries their Account Balances in a single lump sum              at any time, to the extent and in accordance with Treas. Reg. Section 1.409A-3G)(4)(ix).               If a Participating Employer terminates its participation in the Plan, the benefits of              affected Employees shall be paid at the time provided in Article VI.         10.4  Accounts Taxable Under Code Section 409A.  The Plan is intended to constitute a plan of              deferred compensation that meets the requirements for deferral of income taxation under              Code Section 409A.  The Committee, pursuant to its authority to interpret the Plan, may              sever from the Plan or any Compensation Deferral Agreement any provision or exercise              of a right that otherwise would result in a violation of Code Section 409A.         ARTICLE XI        Informal Funding         11.1  General Assets.  Obligations established under the terms of the Plan may be satisfied              from the general funds of the Participating Employers, or a trust described in this Article              XI.  No Participant, spouse or Beneficiary shall have any right, title or interest whatever              in assets of the Participating Employers.  Nothing contained in this Plan, and no action              taken pursuant to its provisions, shall create or be construed to create a trust of any kind,              or a fiduciary relationship, between the Participating Employers and any Employee,              spouse, or Beneficiary.  To the extent that any person acquires a right to receive              payments hereunder, such rights are no greater than the right of an unsecured general              creditor of the Participating Employer.         11.2  Rabbi Trust.  A Participating Employer may, in its sole discretion, establish a grantor              trust, commonly known as a rabbi trust, as a vehicle for accumulating assets to pay                                                                           Page 19 of 28  4852-8996-9850.2 





 






      Wabash National Corporation Supplemental Plan               benefits under the Plan.  Payments under the Plan may be paid from the general assets of              the Participating Employer or from the assets of any such rabbi trust.  Payment from any              such source shall reduce the obligation owed to the Participant or Beneficiary under the              Plan.         ARTICLE XII        Claims         12.1  Filing a Claim.  Any controversy or claim arising out of or relating to the Plan shall be              filed in writing with the Committee which shall make all determinations concerning such              claim.  Any claim filed with the Committee and any decision by the Committee denying              such claim shall be in writing and shall be delivered to the Participant or Beneficiary              filing the claim (the “Claimant”).               (a)   In General.  Notice of a denial of benefits (other than Disability benefits) will be                    provided within ninety (90) days of the Committee’s receipt of the Claimant’s                    claim for benefits.  If the Committee determines that it needs additional time to                    review the claim, the Committee will provide the Claimant with a notice of the                    extension before the end of the initial ninety (90) day period.  The extension will                    not be more than ninety (90) days from the end of the initial ninety (90) day                    period and the notice of extension will explain the special circumstances that                    require the extension and the date by which the Committee expects to make a                    decision.               (b)   Disability Benefits.  Notice of denial of Disability benefits will be provided                    within forty-five (45) days of the Committee’s receipt of the Claimant’s claim for                    Disability benefits.  If the Committee determines that it needs additional time to                    review the Disability claim, the Committee will provide the Claimant with a                    notice of the extension before the end of the initial forty-five (45) day period.  If                    the Committee determines that a decision cannot be made within the first                    extension period due to matters beyond the control of the Committee, the time                    period for making a determination may be further extended for an additional thirty                    (30) days.  If such an additional extension is necessary, the Committee shall                    notify the Claimant prior to the expiration of the initial thirty (30) day extension.                     Any notice of extension shall indicate the circumstances necessitating the                    extension of time, the date by which the Committee expects to furnish a notice of                    decision, the specific standards on which such entitlement to a benefit is based,                    the unresolved issues that prevent a decision on the claim and any additional                    information needed to resolve those issues.  A Claimant will be provided a                    minimum of forty-five (45) days to submit any necessary additional information                    to the Committee.  In the event that a thirty (30) day extension is necessary due to                    a Claimant’s failure to submit information necessary to decide a claim, the period                    for furnishing a notice of decision shall be tolled from the date on which the                    notice of the extension is sent to the Claimant until the earlier of the date the                    Claimant responds to the request for additional information or the response                    deadline.                                                                           Page 20 of 28  4852-8996-9850.2 





 






      Wabash National Corporation Supplemental Plan               (c)   Contents of Notice.  If a claim for benefits is completely or partially denied,                    notice of such denial shall be in writing and shall set forth the reasons for denial                    in plain language.  The notice shall (i) cite the pertinent provisions of the Plan                    document and (ii) explain, where appropriate, how the Claimant can perfect the                    claim, including a description of any additional material or information necessary                    to complete the claim and why such material or information is necessary.  The                    claim denial also shall include an explanation of the claims review procedures and                    the time limits applicable to such procedures, including a statement of the                    Claimant’s right to bring a civil action under Section 502(a) of ERISA following                    an adverse decision on review.  In the case of a complete or partial denial of a                    Disability benefit claim, the notice shall provide a statement that the Committee                    will provide to the Claimant, upon request and free of charge, a copy of any                    internal rule, guideline, protocol, or other similar criterion that was relied upon in                    making the decision and shall include (A) an explanation of the basis for                    disagreeing with or not following (x) the views presented by the Claimant to the                    Plan of health care professionals treating the Claimant and vocational                    professionals who evaluated the Claimant; (y) the views of medical or vocational                    experts whose advice was obtained on behalf of the Plan in connection with a                    Claimant's adverse benefit determination, without regard to whether the advice                    was relied upon in making the benefit determination; and (z) a disability                    determination regarding the claimant presented by the Claimant to the Plan made                    by the Social Security Administration; (B) if the adverse benefit determination is                    based on a medical necessity or experimental treatment or similar exclusion or                    limit, either an explanation of the scientific or clinical judgment for the                    determination, applying the terms of the Plan to the Claimant's medical                    circumstances, or a statement that such explanation will be provided free of                    charge upon request; (C) either the specific internal rules, guidelines, protocols,                    standards or other similar criteria of the Plan relied upon in making the adverse                    determination or, alternatively, a statement that such rules, guidelines, protocols,                    standards or other similar criteria of the Plan do not exist; and (D) a statement that                    the Claimant is entitled to receive, upon request and free of charge, reasonable                    access to, and copies of, all documents, records, and other information relevant to                    the Claimant's claim for benefits.         12.2  Appeal of Denied Claims.  A Claimant whose claim has been completely or partially              denied shall be entitled to appeal the claim denial by filing a written appeal with a              committee designated to hear such appeals (the “Appeals Committee”).  A Claimant who              timely requests a review of the denied claim (or his or her authorized representative) may              review, upon request and free of charge, copies of all documents, records and other              information relevant to the denial and may submit written comments, documents, records              and other information relevant to the claim to the Appeals Committee.  All written              comments, documents, records, and other information shall be considered “relevant” if              the information (i) was relied upon in making a benefits determination, (ii) was              submitted, considered or generated in the course of making a benefits decision regardless              of whether it was relied upon to make the decision, or (iii) demonstrates compliance with              administrative processes and safeguards established for making benefit decisions.  The                                                                           Page 21 of 28  4852-8996-9850.2 





 






      Wabash National Corporation Supplemental Plan               Appeals Committee may, in its sole discretion and if it deems appropriate or necessary,              decide to hold a hearing with respect to the claim appeal.               (a)   In General.  Appeal of a denied benefits claim (other than a Disability benefits                    claim) must be filed in writing with the Appeals Committee no later than sixty                    (60) days after receipt of the written notification of such claim denial.  The                    Appeals Committee shall make its decision regarding the merits of the denied                    claim within sixty (60) days following receipt of the appeal (or within one                    hundred and twenty (120) days after such receipt, in a case where there are special                    circumstances requiring extension of time for reviewing the appealed claim).  If                    an extension of time for reviewing the appeal is required because of special                    circumstances, written notice of the extension shall be furnished to the Claimant                    prior to the commencement of the extension.  The notice will indicate the special                    circumstances requiring the extension of time and the date by which the Appeals                    Committee expects to render the determination on review.  The review will take                    into account comments, documents, records and other information submitted by                    the Claimant relating to the claim without regard to whether such information was                    submitted or considered in the initial benefit determination.               (b)   Disability Benefits.  Appeal of a denied Disability benefits claim must be filed in                    writing with the Appeals Committee no later than one hundred eighty (180) days                    after receipt of the written notification of such claim denial.  The review shall be                    conducted by the Appeals Committee (exclusive of the person who made the                    initial adverse decision or such person’s subordinate).  In reviewing the appeal,                    the Appeals Committee shall (i) not afford deference to the initial denial of the                    claim, (ii) consult a medical professional who has appropriate training and                    experience in the field of medicine relating to the Claimant’s disability and who                    was neither consulted as part of the initial denial nor is the subordinate of such                    individual and (iii) identify the medical or vocational experts whose advice was                    obtained with respect to the initial benefit denial, without regard to whether the                    advice was relied upon in making the decision.  The Appeals Committee shall                    make its decision regarding the merits of the denied claim within forty-five (45)                    days following receipt of the appeal (or within ninety (90) days after such receipt,                    in a case where there are special circumstances requiring extension of time for                    reviewing the appealed claim).  If an extension of time for reviewing the appeal is                    required because of special circumstances, written notice of the extension shall be                    furnished to the Claimant prior to the commencement of the extension.  The                    notice will indicate the special circumstances requiring the extension of time and                    the date by which the Appeals Committee expects to render the determination on                    review.  Following its review of any additional information submitted by the                    Claimant, the Appeals Committee shall render a decision on its review of the                    denied claim.               (c)   Contents of Notice.  If a benefits claim is completely or partially denied on                    review, notice of such denial shall be in writing and shall set forth the reasons for                    denial in plain language.                                                                           Page 22 of 28  4852-8996-9850.2 





 






      Wabash National Corporation Supplemental Plan                     The decision on review shall set forth (i) the specific reason or reasons for the                    denial, (ii) specific references to the pertinent Plan provisions on which the denial                    is based, (iii) a statement that the Claimant is entitled to receive, upon request and                    free of charge, reasonable access to and copies of all documents, records, or other                    information relevant (as defined above) to the Claimant’s claim, and (iv) a                    statement describing any voluntary appeal procedures offered by the plan and a                    statement of the Claimant’s right to bring an action under Section 502(a) of                    ERISA.               (d)   For the denial of a Disability benefit, the notice will also include a discussion of                    the decision and (A) an explanation of the basis for disagreeing with or not                    following (x) the views presented by the Claimant to the Plan of health care                    professionals treating the Claimant and vocational professionals who evaluated                    the Claimant; (y) the views of medical or vocational experts whose advice was                    obtained on behalf of the Plan in connection with a Claimant's adverse benefit                    determination, without regard to whether the advice was relied upon in making                    the benefit determination; and (z) a disability determination regarding the                    claimant presented by the Claimant to the Plan made by the Social Security                    Administration; (B) if the adverse benefit determination is based on a medical                    necessity or experimental treatment or similar exclusion or limit, either an                    explanation of the scientific or clinical judgment for the determination, applying                    the terms of the Plan to the Claimant's medical circumstances, or a statement that                    such explanation will be provided free of charge upon request; (C) either the                    specific internal rules, guidelines, protocols, standards or other similar criteria of                    the Plan relied upon in making the adverse determination or, alternatively, a                    statement that such rules, guidelines, protocols, standards or other similar criteria                    of the Plan do not exist; and (D) a statement that the Claimant is entitled to                    receive, upon request and free of charge, reasonable access to, and copies of, all                    documents, records, and other information relevant to the Claimant's claim for                    benefits.         12.3  Claims Appeals Upon Change in Control.  Upon a Change in Control, the Appeals              Committee, as constituted immediately prior to such Change in Control, shall continue to              act as the Appeals Committee.  Upon such Change in Control, the Company may not              remove any member of the Appeals Committee, but may replace resigning members if              2/3rds of the members of the Board of Directors of the Company and a majority of              Participants and Beneficiaries with Account Balances consent to the replacement.               The Appeals Committee shall have the exclusive authority at the appeals stage to              interpret the terms of the Plan and resolve appeals under the Claims Procedure.               Each Participating Employer shall, with respect to the Committee identified under this              Section, (i) pay its proportionate share of all reasonable expenses and fees of the Appeals              Committee, (ii) indemnify the Appeals Committee (including individual committee              members) against any costs, expenses and liabilities including, without limitation,              attorneys’ fees and expenses arising in connection with the performance of the Appeals              Committee hereunder, except with respect to matters resulting from the Appeals                                                                          Page 23 of 28  4852-8996-9850.2 





 






      Wabash National Corporation Supplemental Plan               Committee’s gross negligence or willful misconduct and (iii) supply full and timely              information to the Appeals Committee on all matters related to the Plan, any rabbi trust,              Participants, Beneficiaries and Accounts as the Appeals Committee may reasonably              require.         12.4  Legal Action.  A Claimant may not bring any legal action, including commencement of              any arbitration, relating to a claim for benefits under the Plan unless and until the              Claimant has followed the claims procedures under the Plan and exhausted his or her              administrative remedies under such claims procedures.               If a Participant or Beneficiary prevails in a legal proceeding brought under the Plan to              enforce the rights of such Participant or any other similarly situated Participant or              Beneficiary, in whole or in part, the Participating Employer shall reimburse such              Participant or Beneficiary for all legal costs, expenses, attorneys’ fees and such other              liabilities incurred as a result of such proceedings.  If the legal proceeding is brought in              connection with a Change in Control, or a “change in control” as defined in a rabbi trust              described in Section 11.2, the Participant or Beneficiary may file a claim directly with the              trustee for reimbursement of such costs, expenses and fees.  For purposes of the              preceding sentence, the amount of the claim shall be treated as if it were an addition to              the Participant’s or Beneficiary’s Account Balance.         12.5  Discretion of Appeals Committee.  All interpretations, determinations and decisions of              the Appeals Committee with respect to any claim shall be made in its sole discretion, and              shall be final and conclusive.         12.6  Arbitration.               (a)   Prior to Change in Control.  If, prior to a Change in Control, any claim or                    controversy between a Participating Employer and a Participant or Beneficiary is                    not resolved through the claims procedure set forth in Article XII, such claim                    shall be submitted to and resolved exclusively by expedited binding arbitration by                    a single arbitrator.  Arbitration shall be conducted in accordance with the                    following procedures:                     The complaining party shall promptly send written notice to the other party                    identifying the matter in dispute and the proposed remedy.  Following the giving                    of such notice, the parties shall meet and attempt in good faith to resolve the                    matter.  In the event the parties are unable to resolve the matter within twenty one                    (21) days, the parties shall meet and attempt in good faith to select a single                    arbitrator acceptable to both parties.  If a single arbitrator is not selected by                    mutual consent within ten (10) Business Days following the giving of the written                    notice of dispute, an arbitrator shall be selected from a list of nine persons each of                    whom shall be an attorney who is either engaged in the active practice of law or                    recognized arbitrator and who, in either event, is experienced in serving as an                    arbitrator in disputes between employers and employees, which list shall be                    provided by the main office of either JAMS, the American Arbitration                    Association (“AAA”) or the Federal Mediation and Conciliation Service.  If,                                                                           Page 24 of 28  4852-8996-9850.2 





 






      Wabash National Corporation Supplemental Plan                     within three Business Days of the parties’ receipt of such list, the parties are                    unable to agree on an arbitrator from the list, then the parties shall each strike                    names alternatively from the list, with the first to strike being determined by the                    flip of a coin.  After each party has had four strikes, the remaining name on the                    list shall be the arbitrator.  If such person is unable to serve for any reason, the                    parties shall repeat this process until an arbitrator is selected.                     Unless the parties agree otherwise, within sixty (60) days of the selection of the                    arbitrator, a hearing shall be conducted before such arbitrator at a time and a place                    agreed upon by the parties.  In the event the parties are unable to agree upon the                    time or place of the arbitration, the time and place shall be designated by the                    arbitrator after consultation with the parties.  Within thirty (30) days of the                    conclusion of the arbitration hearing, the arbitrator shall issue an award,                    accompanied by a written decision explaining the basis for the arbitrator’s award.                     In any arbitration hereunder, the Participating Employer shall pay all                    administrative fees of the arbitration and all fees of the arbitrator, except that the                    Participant or Beneficiary may, if he/she/it wishes, pay up to one-half of those                    amounts.  Each party shall pay its own attorneys’ fees, costs, and expenses, unless                    the arbitrator orders otherwise.  The prevailing party in such arbitration, as                    determined by the arbitrator, and in any enforcement or other court proceedings,                    shall be entitled, to the extent permitted by law, to reimbursement from the other                    party for all of the prevailing party’s costs (including but not limited to the                    arbitrator’s compensation), expenses, and attorneys’ fees.  The arbitrator shall                    have no authority to add to or to modify this Plan, shall apply all applicable law,                    and shall have no lesser and no greater remedial authority than would a court of                    law resolving the same claim or controversy.  The arbitrator shall have no                    authority to add to or to modify this Plan, shall apply all applicable law, and shall                    have no lesser and no greater remedial authority than would a court of law                    resolving the same claim or controversy.  The arbitrator shall, upon an appropriate                    motion, dismiss any claim without an evidentiary hearing if the party bringing the                    motion establishes that it would be entitled to summary judgment if the matter                    had been pursued in court litigation.                     The parties shall be entitled to discovery as follows:  Each party may take no                    more than three depositions.  The Participating Employer may depose the                    Participant or Beneficiary plus two other witnesses, and the Participant or                    Beneficiary may depose the Participating Employer, pursuant to Rule 30(b)(6) of                    the Federal Rules of Civil Procedure, plus two other witnesses.  Each party may                    make such reasonable document discovery requests as are allowed in the                    discretion of the arbitrator.                     The decision of the arbitrator shall be final, binding, and non-appealable, and may                    be enforced as a final judgment in any court of competent jurisdiction.                     This arbitration provision of the Plan shall extend to claims against any parent,                    subsidiary, or affiliate of each party, and, when acting within such capacity, any                                                                          Page 25 of 28  4852-8996-9850.2 





 






      Wabash National Corporation Supplemental Plan                     officer, director, shareholder, Participant, Beneficiary, or agent of any party, or of                    any of the above, and shall apply as well to claims arising out of state and federal                    statutes and local ordinances as well as to claims arising under the common law or                    under this Plan.                     Notwithstanding the foregoing, and unless otherwise agreed between the parties,                    either party may apply to a court for provisional relief, including a temporary                    restraining order or preliminary injunction, on the ground that the arbitration                    award to which the applicant may be entitled may be rendered ineffectual without                    provisional relief.                     Any arbitration hereunder shall be conducted in accordance with the Federal                    Arbitration Act:  provided, however, that, in the event of any inconsistency                    between the rules and procedures of the Act and the terms of this Plan, the terms                    of this Plan shall prevail.                     If any of the provisions of this Section 12.6(a) are determined to be unlawful or                    otherwise unenforceable, in the whole part, such determination shall not affect the                    validity of the remainder of this section and this section shall be reformed to the                    extent necessary to carry out its provisions to the greatest extent possible and to                    insure that the resolution of all conflicts between the parties, including those                    arising out of statutory claims, shall be resolved by neutral, binding arbitration.  If                    a court should find that the provisions of this Section 12.6(a) are not absolutely                    binding, then the parties intend any arbitration decision and award to be fully                    admissible in evidence in any subsequent action, given great weight by any finder                    of fact and treated as determinative to the maximum extent permitted by law.                     The parties do not agree to arbitrate any putative class action or any other                    representative action.  The parties agree to arbitrate only the claims(s) of a single                    Participant or Beneficiary.               (b)   Upon Change in Control.  If, upon the occurrence of a Change in Control, any                    dispute, controversy or claim arises between a Participant or Beneficiary and the                    Participating Employer out of or relating to or concerning the provisions of the                    Plan, such dispute, controversy or claim shall be finally settled by a court of                    competent jurisdiction which, notwithstanding any other provision of the Plan,                    shall apply a de novo standard of review to any determination made by the                    Company or its Board of Directors, a Participating Employer, the Committee, or                    the Appeals Committee.         ARTICLE XIII        General Provisions         13.1  Anti-assignment Rule.  No interest of any Participant, spouse or Beneficiary under this              Plan and no benefit payable hereunder shall be assigned as security for a loan, and any              such purported assignment shall be null, void and of no effect, nor shall any such interest              or any such benefit be subject in any manner, either voluntarily or involuntarily, to                                                                           Page 26 of 28  4852-8996-9850.2 





 






      Wabash National Corporation Supplemental Plan               anticipation, sale, transfer, assignment or encumbrance by or through any Participant,              spouse or Beneficiary.  Notwithstanding anything to the contrary herein, however, the              Committee has the discretion to make payments to an alternate payee in accordance with              the terms of a domestic relations order (as defined in Code Section 414(p)(l)(B)).         13.2  No Legal or Equitable Rights or Interest.  No Participant or other person shall have any              legal or equitable rights or interest in this Plan that are not expressly granted in this Plan.               Participation in this Plan does not give any person any right to be retained in the service              of the Participating Employer.  The right and power of a Participating Employer to              dismiss or discharge an Employee is expressly reserved.  The Participating Employers              make no representations or warranties as to the tax consequences to a Participant or a              Participant’s beneficiaries resulting from a deferral of income pursuant to the Plan.         13.3  No Employment Contract.  Nothing contained herein shall be construed to constitute a              contract of employment between an Employee and a Participating Employer.         13.4  Notice.  Any notice or filing required or permitted to be delivered to the Committee under              this Plan shall be delivered in writing, in person, or through such electronic means as is              established by the Committee.  Notice shall be deemed given as of the date of delivery or,              if delivery is made by mail, as of the date shown on the postmark on the receipt for              registration or certification.  Written transmission shall be sent by certified mail to:                              WABASH NATIONAL CORPORATION           ATTN:  SENIOR VICE PRESIDENT, CHIEF HUMAN RESOURCES OFFICER                             1000 SAGAMORE PARKWAY SOUTH                                    LAFAYETTE IN 47905               Any notice or filing required or permitted to be given to a Participant under this Plan              shall be sufficient if in writing or hand-delivered, or sent by mail to the last known              address of the Participant.         13.5  Headings.  The headings of Sections are included solely for convenience of reference,              and if there is any conflict between such headings and the text of this Plan, the text shall              control.         13.6  Invalid or Unenforceable Provisions.  If any provision of this Plan shall be held invalid or              unenforceable, such invalidity or unenforceability shall not affect any other provisions              hereof and the Committee may elect in its sole discretion to construe such invalid or              unenforceable provisions in a manner that conforms to applicable law or as if such              provisions, to the extent invalid or unenforceable, had not been included.         13.7  Lost Participants or Beneficiaries.  Any Participant or Beneficiary who is entitled to a              benefit from the Plan has the duty to keep the Committee advised of his or her current              mailing address.  If benefit payments are returned to the Plan or are not presented for              payment after a reasonable amount of time, the Committee shall presume that the payee              is missing.  The Committee, after making such efforts as in its discretion it deems              reasonable and appropriate to locate the payee, shall stop payment on any uncashed                                                                           Page 27 of 28  4852-8996-9850.2 





 






      Wabash National Corporation Supplemental Plan               checks and may discontinue making future payments until contact with the payee is              restored.         13.8  Facility of Payment to a Minor.  If a distribution is to be made to a minor, or to a person              who is otherwise incompetent, then the Committee may, in its discretion, make such              distribution (i) to the legal guardian, or if none, to a parent of a minor payee with whom              the payee maintains his or her residence, or (ii) to the conservator or committee or, if              none, to the person having custody of an incompetent payee.  Any such distribution shall              fully discharge the Committee, the Company, and the Plan from further liability on              account thereof         13.9  Governing Law.  To the extent not preempted by ERISA, the laws of the State of              Delaware shall govern the construction and administration of the Plan.         IN WITNESS WHEREOF, the undersigned executed this Plan as of the 12th day of June, 2020,        to be effective as of the Effective Date.                         Wabash National Corporation                        By: M. Kristin Glazner                              (Print Name)                                                                    Its: Senior Vice President, General Counsel and Chief Human   (Title)              Resources Officer                                                                                                                                /s/ M. Kristin Glazner                              (Signature)                                                                                                                                                Page 28 of 28  4852-8996-9850.2