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**EXHIBIT10.13**

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**RUSHENTERPRISES, INC.2007 LONG-TERM INCENTIVE PLAN**

**RESTRICTED STOCK AGREEMENTFOR EMPLOYEES**

***(Time Vesting - Graded)***

 

**THIS RESTRICTED STOCK AGREEMENT**(this “***Agreement***”) is madeas of March 14, 2008 by and between Rush Enterprises, Inc.****(the “***Company***”) and                                                      (“***Employee***”).

 

# 1.             **GRANT OF RESTRICTED SHARES**.  Pursuant to the Rush Enterprises, Inc.2007 Long-Term Incentive Plan (the “***Plan***”) Employee is hereby awarded                  shares (the “***RestrictedShares***”) of Common Stock. All of the Restricted Shares shall be subject to the prohibition on thetransfer of the Restricted Shares and the obligations to forfeit the RestrictedShares to the Company as set forth in Section 3 of this Agreement (“ForfeitureRestrictions”).

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# 2.             **EFFECT OF THE PLAN**. The Restricted Shares awarded to Employee are subject to all of theterms and conditions of the Plan, which terms and conditions are incorporatedherein for all purposes, and of this Agreement together with all rules anddeterminations from time to time issued by the Committee and by the Boardpursuant to the Plan.  The Company herebyreserves the right to amend, modify, restate, supplement or terminate the Planwithout the consent of Employee, so long as such amendment, modification,restatement or supplement shall not materially reduce the rights and benefitsavailable to Employee hereunder, and this Award shall be subject, withoutfurther action by the Company or Employee, to such amendment, modification,restatement or supplement unless provided otherwise therein.  Capitalized terms used but not defined inthis Agreement shall have the meanings ascribed to such terms in the Plan.

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# 3.             **RESTRICTIONS**. Employee hereby accepts the Award of the Restricted Shares and agreeswith respect thereto as follows:

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## (a)           ***No Transfer***. Unless otherwise determined by the Committee and provided in thisAgreement or the Plan, the Restricted Shares shall not be sold, assigned,pledged, exchanged, hypothecated or otherwise transferred except by will or thelaws of decent and distribution.  TheForfeiture Restrictions shall be binding upon and enforceable against anypermitted transferee of the Restricted Shares. The Company shall not be required (i) to transfer on its books anyRestricted Shares that have been sold or otherwise transferred in violation ofany of the provisions of this Agreement or the Plan, or (ii) to treat asowner of such Restricted Shares, or accord the right to vote or pay or deliverdividends or other distributions to, any purchaser or other transferee to whomor which such Restricted Shares shall have been so transferred in violation ofany of the provisions of this Agreement or the Plan.

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## (b)           *Mandatory Mediation and Arbitration Procedure*. By execution of this Agreement andacceptance of this Award, which is a voluntary benefit provided to theEmployee 

 

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## bythe Company, the Employee waives the Employee’s right to a jury trial in stateor federal court and agrees that ****disputes arising under this Agreement must first be submitted fornon-binding mediation before a neutral third party.  Any such mediation shall be conducted andadministered by the American Arbitration Association (“******AAA”) pursuant to such procedures as the AAA******may from time to timeestablish, such procedures being incorporated herein by reference.  If a dispute remains unresolved at theconclusion of the mediation process, either party may submit the dispute forresolution by final binding arbitration. The arbitration will be conducted under the employment DisputeResolution Rules of the AAA, as amended (“Rules”).  These Rules, incorporated by referenceherein, include (but are not limited to) the procedures for the joint selectionof an impartial arbitrator and for the hearing of evidence before thearbitrator.  The arbitrator shall havethe authority to allow for appropriate discovery and exchange of informationprior to a hearing, including (but not limited to) production of documents,information requests, depositions, and subpoenas.****Byexecution of this Agreement, however, the Employee does not waive theEmployee’s right to any normally available remedies the Employee may have inconnection with any claim the Employee may bring against the Company, as anarbitrator can award any normal remedies the Employee could get in a courtproceeding. By execution of this Agreement, the Employee represents that to theextent the Employee considered necessary, the Employee has sought, at theEmployee’s own expense, counsel regarding the terms of this Agreement andthe waiver contemplated in this paragraph (b) of Section 3. ****If this arbitrationprovision is found inapplicable, then either party may file suit andeach party agrees that any suit, action, or proceeding arising out of orrelating to this Agreement shall be brought in the United States District Courtfor the Western District of Texas (or should such court lackjurisdiction to hear such action, suit or proceeding, in a Texas Statecourt in Bexar County, Texas) and that the parties shall submit tothe jurisdiction of such court. The parties irrevocably waive, to thefullest extent permitted by law, any objection a party may have to thelaying of venue for any such suit, action or proceeding brought in such court.  THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHTTHEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION ORPROCEEDING.****

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## (c)           ***Forfeiture of Restricted Shares***.  If Employee terminates service with theCompany and its Subsidiaries prior to March 14, 2009 (the “RestrictionLapse Date”) for any reason other than Employee’s death, Disability or adecision to Retire, or if Employee (orEmployee’s estate) shall initiate a legal proceeding against the Company otherthan pursuant to the terms of paragraph (b) of this Section 3,then Employee (or Employee’s estate, as applicable) shall, for noconsideration, forfeit to the Company all Restricted Shares.  If after the Restriction Lapse Date Employeeterminates service with the Company and its Subsidiaries for any reason otherthan Employee’s death, Disability or a decision to Retire, then Employee shall,for no consideration, forfeit to the Company all Restricted Shares with respectto which the Forfeiture Restrictions have not lapsed pursuant to paragraph (d) ofthis Section 3 as of the effective date of such termination ofservice.  Notwithstanding the forgoing,the Committee or its designee may, in the Committee’s or the designee’s soleand absolute discretion, as applicable, provide for the acceleration of thevesting of the Restricted Shares, eliminate or make less restrictive anyrestrictions contained in this Agreement, waive any restriction or otherprovision of the Plan or this Agreement or otherwise amend or modify thisAgreement in any manner that is either (i) not adverse to Employee, or (ii) consentedto by Employee.

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## (d)           ***Lapse of Forfeiture Restrictions***.  If Employee provides continuous, eligibleservice to the Company and its Subsidiaries as determined by the Committee orits 

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## designee, in the Committee’s****or**** the designee’s sole and absolute discretion, asapplicable, the Forfeiture Restrictions will lapse with respect to one-third(33.33%) of the Restricted Shares on the Restriction Lapse Date; an additionalone-third (33.33%) of the Restricted Shares on the first anniversary of theRestriction Lapse Date; an additional one-third (33.33%) on the secondanniversary of the Restriction Lapse Date. If the number of Restricted Shares with respect to which the ForfeitureRestrictions would lapse as of any particular anniversary of the RestrictionLapse Date results in the Forfeiture Restrictions lapsing with respect to afractional Restricted Share, such installment will be rounded to the next wholeRestricted Share, as determined by the Company, except the final installment,which will be for the balance of the Restricted Shares with respect to whichthe forfeiture restrictions have lapsed.

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## (e)           ***Death or Disability orRetirement***.  If Employee shall die or be subject toDisability (as defined in Section 22(e)(3) of the Internal RevenueCode of 1986, as amended (the “Code”)) while employed by the Company and itsSubsidiaries or choose to Retire (defined as termination by the Employee of theEmployee’s employment relationship with the Company or any of its subsidiariesafter 10 years of employment with the Company and attaining the age of 60), theForfeiture Restrictions of the Restricted Shares granted hereunder (unlesspreviously terminated pursuant to paragraph (c) of this Section 3)will lapse pursuant to the following: (i) in the case of death orDisability while employed by the Company and its Subsidiaries or after Employeechooses to Retire (so long as Employee does not become employed by a “competitor”of the Company), the Forfeiture Restrictions will lapse for all of theRestricted Shares; and (ii) in the case Employee chooses to Retire, for solong as Employee does not become employed by a “competitor” of the Company, theForfeiture Restrictions shall continue to lapse pursuant to paragraph (d) ofthis Section 3.  A determination as to whether the Employee hasbecome employed by a “competitor,” and the definition of “competitor,” shall bemade by the Committee, in its sole discretion.  In the event Employeebecomes employed by a “competitor,” then Employee’s continuous, eligibleservice to the Company will be deemed to terminate on the date Employee isemployed by a “competitor” and the provisions of Paragraph (d) of this Section 3shall apply to determine whether any Forfeiture Restrictions have lapsed.

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## (f)            ***Change in Control***.  If a Change in Control occurs during the termof this Agreement, the Forfeiture Restrictions will lapse with respect to onehundred percent (100%) of the Restricted Shares.

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## (g)           ***Dividend and Voting Rights***.  Subject to the Forfeiture Restrictionscontained in this Agreement, Employeeshall have the rights of a stockholder with respect to the Restricted Shares,including the right to vote all such Restricted Shares, whether or not theForfeiture Restrictions have lapsed with respect to such Shares, and to receiveall dividends, cash or stock, paid or delivered thereon, from and after thedate hereof.  Any dividends, cash orstock, paid or delivered on any of the Restricted Shares shall be credited toan account for the benefit of Employee. In the event of the forfeiture of any Restricted Shares pursuant to thisSection 3, Employee shall have no further rights with respect to suchRestricted Shares, and Employee shall forfeit any dividends, cash or stock,credited to the account for the benefit of Employee which are related to theforfeited Restricted Shares.  To theextent the Forfeiture Restrictions lapse with respect to any of the RestrictedShares pursuant to this Section 3, all dividends, cash and stock, if any,credited to the account for the benefit of Employee shall be used, to theextent necessary, to satisfy any applicable federal, state and local income andemployment tax withholding obligations under Section 6 of thisAgreement.  To the extent any dividends,cash or stock, are 

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## notused to satisfy any applicable federal, state and local income and employmenttax withholding obligations under Section 6 of this Agreement, suchdividends, cash or stock, will be distributed to Employee.  The forfeiture of the Restricted Sharespursuant to this Section 3 shall not invalidate any votes given byEmployee with respect to such Restricted Shares prior to forfeiture.

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## (h)           ***Evidence of Ownership***.  Evidence of the Award of the RestrictedShares pursuant to this Agreement may be accomplished in such manner as theCompany or its authorized representatives shall deem appropriate including,without limitation, electronic registration, book-entry registration orissuance of a stock certificate or certificates in the name of Employee or inthe name of such other party or parties as the Company and its authorizedrepresentatives shall deem appropriate. In the event any stock certificate is issued in respect of theRestricted Shares, while such shares are still subject to the ForfeitureRestrictions such certificate shall bear an appropriate legend with respect tothe Forfeiture Restrictions applicable to such Award.  The Company may retain, at its option, thephysical custody of any stock certificate representing any awards of RestrictedShares during the restriction period or require that the certificatesevidencing Restricted Shares be placed in escrow or trust, along with a stockpower endorsed in blank, until all Forfeiture Restrictions are removed orexpire.  In the event the Award of theRestricted Shares is documented or recorded electronically, the Company and itsauthorized representatives shall ensure that Employee is prohibited from selling,assigning, pledging, exchanging, hypothecating or otherwise transferring theRestricted Shares while such shares are still subject to the ForfeitureRestrictions.

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Upon the lapse of theForfeiture Restrictions pursuant to this Section 3, the Company or, at theCompany’s instruction, its authorized representative shall release thoseRestricted Shares with respect to which the Forfeiture Restrictions havelapsed.  The lapse of the ForfeitureRestrictions and the release of the Restricted Shares shall be evidenced insuch a manner as the Company and its authorized representatives deemappropriate under the circumstances.

 

At the Company’s request,Employee shall execute and deliver, as necessary, a stock power, in blank, withrespect to the Restricted Shares, and the Company may, as necessary, exercisesuch stock power in the event of the forfeiture of any Restricted Sharespursuant to this Agreement, or as may otherwise be required in order for theCompany to withhold the Restricted Shares necessary to satisfy any applicablefederal, state and local income and employment tax withholding obligationspursuant to Section 6 of this Agreement.

 

# 4.             **COMMUNITY INTEREST OF SPOUSE**.  The community interest, if any, of any spouseof Employee in any of the Restricted Shares shall be subject to all of the terms,conditions and restrictions of this Agreement and the Plan, and shall beforfeited and surrendered to the Company upon the occurrence of any of theevents requiring Employee’s interest in such Restricted Shares to be soforfeited and surrendered pursuant to this Agreement.

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# 5.             **BINDING EFFECT**. This Agreement shall be binding upon and inure to the benefit of anysuccessors to the Company and all persons lawfully claiming under Employee.

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# 6.             **TAX MATTERS**.

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## (a)           The lapsing of the ForfeitureRestrictions with respect to the Restricted Shares pursuant to Section 3of this Agreement shall be subject to the satisfaction of all 

 

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## applicable federal, stateand local income and employment tax withholding requirements (the “RequiredWithholding”).  By execution of thisAgreement, Employee shall be deemed to have authorized the Company, after taking into consideration anydividends, cash or stock, credited to an account for the benefit of Employee,as contemplated in paragraph (g) of Section 3, to withhold theRestricted Shares with respect to which the Forfeiture Restrictions have lapsednecessary to satisfy Employee’s Required Withholding, if any.  The amount of the Required Withholding andthe number of Restricted Shares required to satisfy Employee’s RequiredWithholding, if any, as well as the amount reflected on tax reports filed bythe Company, shall be based on the closing price of the Common Stock on the daythe Forfeiture Restrictions lapse pursuant to Section 3 of thisAgreement.  Notwithstanding theforegoing, the Company may require that Employee satisfy Employee’s RequiredWithholding, if any, by any other means the Company, in its sole discretion,considers reasonable.  The obligations ofthe Company under this Agreement shall be conditioned on such satisfaction ofthe Required Withholding.

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## (b)           Employee acknowledges that the taxconsequences associated with the Award are complex and that the Company hasurged Employee to review with Employee’s own tax advisors the federal, state,and local tax consequences of this Award. Employee is relying solely on such advisors and not on any statements orrepresentations of the Company or any of its agents.  Employee understands that Employee (and notthe Company) shall be responsible for Employee’s own tax liability that mayarise as a result of this Agreement. Employee understands further that Section 83 of the Code, taxes asordinary income the fair market value of the Restricted Shares with respect towhich the Forfeiture Restrictions lapse pursuant to this Agreement.

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**IN WITNESS WHEREOF**, the Company has causedthis Agreement to be duly executed by an authorized officer and Employee hasexecuted this Agreement, all as of the date first above written.

 

 

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**RUSHENTERPRISES, INC.**

 

W.M. “Rusty” Rush, Chief Executive Officer and President

 

EMPLOYEE ACKNOWLEDGES ANDAGREES THAT THE SHARES SUBJECT TO THIS RESTRICTED STOCK AWARD SHALL REMAINSUBJECT TO THE FORFEITURE RESTRICTIONS PROVIDED FOR IN THIS AGREEMENT AND THEFORFEITURE RESTRICTIONS SHALL LAPSE, IF AT ALL, ONLY DURING THE PERIOD OFEMPLOYEE’S SERVICE TO THE COMPANY OR AS OTHERWISE PROVIDED IN THIS AGREEMENT(NOT THROUGH THE ACT OF BEING GRANTED THE RESTRICTED STOCK AWARD).  EMPLOYEE FURTHER ACKNOWLEDGES AND AGREES THATNOTHING IN THIS AGREEMENT OR THE PLAN SHALL CONFER UPON EMPLOYEE ANY RIGHT WITHRESPECT TO FUTURE AWARDS OR CONTINUATION OF EMPLOYEE’S SERVICE TO THECOMPANY.  Employee acknowledges receiptof a copy of the Plan, represents that he or she is familiar with the terms andprovisions thereof, and hereby accepts the Restricted Stock Award subject toall of the terms and provisions hereof and thereof.  Employee has reviewed this Agreement and thePlan in their entirety, has had an opportunity to obtain the advice of counselprior to executing this Agreement, and fully understands all provisions of thisAgreement and the Plan.

 

 

 

DATED:                                                                                 SIGNED:                                                                                                                                                                                                                        EMPLOYEE

 

 

 

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