exv10w2



 








Exhibit 10.2




January 1, 2007




Richard J. Giromini




     Re: Amendment to Executive Employment Agreement


Dear Dick:




     Reference is made to that certain Executive Employment Agreement dated June 28, 2002 (the
“Employment Agreement”) by and between Wabash National Corporation (the “Company”) and Richard J.
Giromini (the “Executive”). In connection with the Executive’s assumption of the office of Chief
Executive Officer of the Company effective January 1, 2007, the Company and the Executive desire to
amend the Employment Agreement by means of this letter agreement dated January 1, 2007 (the
“Amendment”). Accordingly, in consideration of the mutual covenants and agreements set forth
herein and in the Employment Agreement, and for other good and valuable consideration, the receipt
and sufficiency of which hereby are acknowledged, the Company and the Executive agree as follows:



     1. Section 2. The first sentence of Section 2 (Title; Capacity) of the Employment
Agreement is hereby amended and restated in its entirety to read as follows:


The Executive shall serve as President and Chief Executive Officer of the Company and shall be
subject to the supervision of, and shall have such authority as is delegated to him by, the Board
of Directors.




     2. Section 3.1. The first sentence of Section 3.1 (Salary) of the Employment
Agreement is hereby amended and restated in its entirety to read as follows:


The Company shall pay the Executive , in bi-weekly installments, an annual base salary of not less
than six hundred and twenty thousand dollars ($620,000) during the Employment Period (the “Base
Salary”).




     3. Section 3.3. The first sentence of Section 3.3 (Bonus Compensation) of the
Employment Agreement is hereby amended and restated in its entirety to read as follows:


The Executive shall be eligible for an annual incentive bonus (“Bonus”), which is targeted at
eighty percent (80%) of his Base Salary and which may range from zero percent (0%) to one hundred
sixty percent (160%) of his Base Salary.




     4. Section 3.5. The third sentence of Section 3.5 (Fringe Benefits) of the Employment
Agreement is hereby amended and restated in its entirety to read as follows:


In addition to and notwithstanding the foregoing, the Company shall pay to Executive during his
employment an additional sum (which the Company and the Executive currently estimate to be


 









 






approximately $49,190 annually) to enable Executive to participate in an executive life insurance
program of his choosing that provides a benefit upon death equal to four times his current Base
Salary.




     5. Change of Control. The Company and the Executive agree that in the event of a
Change of Control and a qualifying termination: (a) the Executive may be eligible for certain
payments and benefits pursuant to Section 5.4 of the Employment Agreement and may be eligible for
certain payments and benefits pursuant to an executive change of control program or plan adopted by
the Company; (b) the Executive shall receive payments and benefits pursuant to either Section 5.4
of the Employment Agreement or the executive change of control program or plan, and in no
circumstances shall he receive payments and benefits pursuant to both Section 5.4 of the Employment
Agreement and the executive change of control program or plan; and (c) if the Executive is eligible
for payments and benefits pursuant to both Section 5.4 of the Employment Agreement and the
executive change of control program or plan, then the Executive shall select whether to receive the
payments and benefits provided by Section 5.4 of the Employment Agreement or the executive change
of control program or plan. Nothing in this Amendment shall affect the Company’s right to amend,
alter, or discontinue any executive change of control program or plan that it has adopted or may
adopt.



     6. Deletion of Certain Provisions. The Company and the Executive agree that the
following provisions in the Employment Agreement have been fully satisfied by the Company and the
Executive, no longer apply to the Company or the Executive, no longer are binding or have any
further force or effect, and are hereby deleted from the Employment Agreement:



Section 3.2 (Signing Bonus),

The third sentence of Section 3.3 (Bonus Compensation),

Section 3.4 (Stock Awards),

Section 3.7 (Relocation Expenses), and

Section 10 (Attorney’s Fees).




     7. No Good Reason. The Company and the Executive agree that neither the Executive’s
assumption of the office of Chief Executive Officer nor any of the amendments to or deletions from
the Employment Agreement provided for in this Amendment shall be grounds for the Executive to
terminate his employment with Good Reason pursuant to Section 4.3 of the Employment Agreement.



     8. Miscellaneous Provisions.



     (a) Terms used herein with initial capitalization and not otherwise defined shall have the
meaning set forth in the Employment Agreement.



     (b) This Amendment shall amend the Employment Agreement only as expressly set forth herein.



 









 





     (c) The rights and obligations of the Company and the Executive in this Amendment shall be
assignable and delegable to the same extent as their respective rights and obligations in the
Employment Agreement are assignable and delegable.



     (d) This Amendment shall not be amended, altered or modified except by an instrument in
writing duly executed by the party against whom enforcement is sought.



     (e) This Amendment shall be governed by and construed in accordance with the laws of the State
of Indiana (but not including any choice of law rule thereof that would cause the laws of another
jurisdiction to apply).



     (f) This Amendment constitutes the entire agreement between the Company and the Executive with
respect to the subject matter hereof, there being no representations, warranties or commitments
with respect to the subject matter hereof except as set forth herein.



     (g) This Amendment and the amendments to and deletions from the Employment Agreement set forth
herein shall be effective as of January 1, 2007.



* * *




     Dick, please indicate your agreement to the terms set forth in this Amendment by signing below
and returning the original to me.



	 	 	 	 	 
	 

	 	 	 	Sincerely,
	 
	 	 	 	 
	 

	 	 	 	William Greubel
	 

	 	 	 	Executive Director
	 

	 	 	 	Wabash National Corporation
	AGREED:
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	Richard J. Giromini

	 	Date