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                                                                   EXHIBIT 10.16

                                                                       EXHIBIT A













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                           WABASH NATIONAL CORPORATION

                      2000 STOCK OPTION AND INCENTIVE PLAN

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                                TABLE OF CONTENTS


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                                                                                                   PAGE

<S>                                                                                                <C>
1.    PURPOSE........................................................................................1
2.    DEFINITIONS....................................................................................1
3.    ADMINISTRATION OF THE PLAN.....................................................................5
      3.1.     Board.................................................................................5
      3.2.     Committee.............................................................................5
      3.3.     Terms of Awards.......................................................................5
      3.4.     No Liability..........................................................................7
4.    STOCK SUBJECT TO THE PLAN......................................................................7
5.    EFFECTIVE DATE AND TERM OF THE PLAN............................................................7
      5.1.     Effective Date........................................................................7
      5.2.     Term..................................................................................7
6.    AWARD eligibility..............................................................................7
      6.1.     Company or Subsidiary Employees; Service Providers; Other Persons.....................7
      6.2.     Successive Awards.....................................................................8
7.    AWARD AGREEMENT................................................................................8
8.    OPTION PRICE...................................................................................8
9.    VESTING, TERM AND EXERCISE OF OPTIONS..........................................................8
      9.1.     Vesting...............................................................................8
      9.2.     Term..................................................................................8
      9.3.     Acceleration..........................................................................9
      9.4.     Termination of Service................................................................9
      9.5.     Limitations on Exercise of Option.....................................................9
      9.6.     Method of Exercise....................................................................9
      9.7.     Form of Payment.......................................................................9
      9.8.     Rights of Holders of Options..........................................................10
      9.9.     Delivery of Stock Certificates........................................................10
      9.10.    Reload Options........................................................................10
10.   TRANSFERABILITY OF OPTIONS.....................................................................11
      10.1.    Transferability of Options............................................................11
      10.2.    Family Transfers......................................................................11
11.   RESTRICTED STOCK...............................................................................11
      11.1.    Grant of Restricted Stock.............................................................11
      11.2.    Restrictions..........................................................................11
      11.3.    Restricted Stock Certificates.........................................................12
      11.4.    Rights of Holders of Restricted Stock.................................................12
      11.5.    Termination of Service................................................................12
      11.6.    Delivery of Stock and Payment Therefor................................................12
12.   Certain Provisions Applicable to Awards........................................................13
      12.1.    Stand-Alone, Additional, Tandem, and Substitute Awards................................13
      12.2.    Form and Timing of Payment Under Awards; Deferrals....................................13

</TABLE>


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<TABLE>
<S>                                                                                                 <C>
13.   PARACHUTE LIMITATIONS..........................................................................14
14.   REQUIREMENTS OF LAW............................................................................15
      14.1.    General...............................................................................15
      14.2.    Rule 16b-3............................................................................16
      14.3.    Limitation Following a Hardship Distribution..........................................16
15.   AMENDMENT AND TERMINATION OF THE PLAN..........................................................16
16.   EFFECT OF CHANGES IN CAPITALIZATION............................................................16
      16.1.    Changes in Stock......................................................................16
      16.2.    Reorganization in Which the Company Is the Surviving Entity and in Which No Change in
               Control Occurs........................................................................17
      16.3.    Reorganization, Sale of Assets or Sale of Stock Which Involves a Change in Control....17
      16.4.    Adjustments...........................................................................18
      16.5.    No Limitations on Company.............................................................18
17.   Pooling  18
18.   DISCLAIMER OF RIGHTS...........................................................................19
19.   NONEXCLUSIVITY OF THE PLAN.....................................................................19
20.   WITHHOLDING TAXES..............................................................................19
21.   CAPTIONS 20
22.   OTHER PROVISIONS...............................................................................20
23.   NUMBER AND GENDER..............................................................................20
24.   SEVERABILITY...................................................................................20
25.   GOVERNING LAW..................................................................................20
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                           WABASH NATIONAL CORPORATION

                      2000 STOCK OPTION AND INCENTIVE PLAN


         Wabash National Corporation, a Delaware corporation (the "Company"),
sets forth herein the terms of the Company's 2000 Stock Option and Incentive
Plan (the "Plan").

1.       PURPOSE

          The purpose of the Plan is to enhance the Company's ability to
attract, retain, and compensate highly qualified officers, key employees, and
other persons, and to motivate such officers, key employees, and other persons
to serve the Company and its Affiliates (as defined herein) and to expend
maximum effort to improve the business results and earnings of the Company, by
providing to such officers, key employees and other persons an opportunity to
acquire or increase a direct proprietary interest in the operations and future
success of the Company and with other financial incentives. To this end, the
Plan provides for the grant of stock options and restricted stock in accordance
with the terms hereof. Stock options granted under the Plan are non-qualified
stock options.

2.       DEFINITIONS

         For purposes of interpreting the Plan and related documents (including
Award Agreements), the following definitions shall apply:

         2.1 "AFFILIATE" means, with respect to the Company, any company or
other trade or business that controls, is controlled by or is under common
control with the Company within the meaning of Rule 405 of Regulation C under
the Securities Act, including, without limitation, any Subsidiary.

         2.2 "AWARD" means a grant of an Option or Restricted Stock under the
Plan.

         2.3 "AWARD AGREEMENT" means the written agreement between the Company
and a Grantee that evidences and sets out the terms and conditions of an Award.

         2.4 "BENEFIT ARRANGEMENT" shall have the meaning set forth in SECTION
13 hereof.

         2.5 "BOARD" means the Board of Directors of the Company.


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         2.6 "CAUSE" means, as determined by the Board and unless otherwise
provided in an applicable employment agreement with the Company or an Affiliate,
(i) gross negligence or willful misconduct in connection with the performance of
duties; (ii) conviction of a criminal offense (other than minor traffic
offenses); or (iii) material breach of any term of any employment, consulting or
other services, confidentiality, intellectual property or non-competition
agreements, if any, between the Service Provider or employee and the Company or
an Affiliate.

         2.7 "CHANGE IN CONTROL" means (i) the dissolution or liquidation of the
Company or a merger, consolidation, or reorganization of the Company with one or
more other entities in which the Company is not the surviving entity, (ii) a
sale of substantially all of the assets of the Company to another person or
entity, or (iii) any transaction (including without limitation a merger or
reorganization in which the Company is the surviving entity) which results in
any person or entity (other than persons who are shareholders or Affiliates
immediately prior to the transaction) owning 50% or more of the combined voting
power of all classes of stock of the Company.

         2.8 "CODE" means the Internal Revenue Code of 1986, as now in effect or
as hereafter amended.

         2.9 "COMMITTEE" means a committee of, and designated from time to time
by resolution of, the Board, which shall consist of no fewer than two members of
the Board, none of whom shall be an officer or other salaried employee of the
Company or any Affiliate.

         2.10 "COMPANY" means the Wabash National Corporation.

         2.11 "DISABILITY" means the Grantee is unable to perform each of the
essential duties of such Grantee's position by reason of a medically
determinable physical or mental impairment which is potentially permanent in
character or which can be expected to last for a continuous period of not less
than 12 months.

         2.12 "EFFECTIVE DATE" means November 6, 2000.

         2.13 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as now
in effect or as hereafter amended.

         2.14 "FAIR MARKET VALUE" means the value of a share of Stock,
determined as follows: if on the Grant Date or other determination date the
Stock is listed on an established national or regional stock exchange, is
admitted to quotation on The Nasdaq Stock Market, or is publicly traded on an
established securities market, the Fair Market Value of a share of Stock shall
be the closing

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price of the Stock on such exchange or in such market (if there is more than one
such exchange or market the Board shall determine the appropriate exchange or
market) on the Grant Date or such other determination date (or if there is no
such reported closing price, the Fair Market Value shall be the mean between the
highest bid and lowest asked prices or between the high and low sale prices on
such trading day) or, if no sale of Stock is reported for such trading day, on
the next preceding day on which any sale shall have been reported. If the Stock
is not listed on such an exchange, quoted on such system or traded on such a
market, Fair Market Value shall be the value of the Stock as determined by the
Board in good faith.

         2.15 "FAMILY MEMBER" means a person who is a spouse, child, stepchild,
grandchild, parent, stepparent, grandparent, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, of the Grantee, any person
sharing the Grantee's household (other than a tenant or employee), a trust in
which any one or more these persons have more than fifty percent of the
beneficial interest, a foundation in which any one or more of these persons (or
the Grantee) control the management of assets, and any other entity in which one
or more these persons (or the Grantee) own more than fifty percent of the voting
interests.

         2.16 "GRANT DATE" means, as determined by the Board or authorized
Committee, the latest to occur of (i) the date as of which the Board approves an
Award, (ii) the date on which the recipient of an Award first becomes eligible
to receive an Award under SECTION 6 hereof, or (iii) such other date as may be
specified by the Board.

         2.17 "GRANTEE" means a person who receives or holds an Award under the
Plan.

         2.18 "NON-QUALIFIED STOCK OPTION" means an Option that is not an
incentive stock option within the meaning of section 422 of the code.

         2.19 "OPTION" means an option to purchase one or more shares of Stock
pursuant to the Plan.

         2.20 "OPTION PRICE" means the purchase price for each share of Stock
subject to an Option.

         2.21 "OTHER AGREEMENT" shall have the meaning set forth in SECTION 13
hereof.

         2.22 "OUTSIDE DIRECTOR" means a member of the Board who is not an
officer or employee of the Company.



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         2.23 "PLAN" means this Wabash National Corporation 2000 Stock Option
and Incentive Plan.

         2.24 "REPORTING PERSON" means a person who is required to file reports
under Section 16(a) of the Exchange Act.

         2.25 "RESTRICTED PERIOD" means the period during which Restricted Stock
is subject to restrictions or conditions pursuant to SECTION 11.2 hereof.

         2.26 "RESTRICTED STOCK" means shares of Stock, awarded to a Grantee
pursuant to SECTION 11 hereof, that are subject to restrictions and to a risk of
forfeiture.

         2.27 "SECURITIES ACT" means the Securities Act of 1933, as now in
effect or as hereafter amended.

         2.28 "SERVICE" means service as an employee, officer, director or other
Service Provider of the Company or an Affiliate. Unless otherwise stated in the
applicable Award Agreement, a Grantee's change in position or duties shall not
result in interrupted or terminated Service, so long as such Grantee continues
to be an employee, officer, director or other Service Provider of the Company or
an Affiliate. Subject to the preceding sentence, whether a termination of
Service shall have occurred for purposes of the Plan shall be determined by the
Board, which determination shall be final, binding and conclusive.

         2.29 "SERVICE PROVIDER" means a consultant or adviser to the Company, a
manager of the Company's properties or affairs, or other similar service
provider or Affiliate, and employees of any of the foregoing, as such persons
may be designated from time to time by the Board pursuant to SECTION 6 hereof.

         2.30 "STOCK" means the common stock, par value $.01 per share, of the
Company.

         2.31 "SUBSIDIARY" means any "subsidiary corporation" of the Company
within the meaning of Section 424(f) of the Code.

         2.32 "TERMINATION DATE" means the date upon which an Option shall
terminate or expire, as set forth in SECTION 9.2 hereof.





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3.       ADMINISTRATION OF THE PLAN

         3.1. BOARD

         The Board shall have such powers and authorities related to the
administration of the Plan as are consistent with the Company's certificate of
incorporation and by-laws and applicable law. The Board shall have full power
and authority to take all actions and to make all determinations required or
provided for under the Plan, any Award or any Award Agreement, and shall have
full power and authority to take all such other actions and make all such other
determinations not inconsistent with the specific terms and provisions of the
Plan that the Board deems to be necessary or appropriate to the administration
of the Plan, any Award or any Award Agreement. All such actions and
determinations shall be by the affirmative vote of a majority of the members of
the Board present at a meeting or by unanimous consent of the Board executed in
writing in accordance with the Company's certificate of incorporation and
by-laws and applicable law. The interpretation and construction by the Board of
any provision of the Plan, any Award or any Award Agreement shall be final and
conclusive. To the extent permitted by law, the Board may delegate its authority
under the Plan to a member of the Board or to an executive officer of the
Company who is a member of the Board.

         3.2. COMMITTEE.

         The Board from time to time may delegate to a Committee such powers and
authorities related to the administration and implementation of the Plan, as set
forth in SECTION 3.1 above and in other applicable provisions, as the Board
shall determine, consistent with the certificate of incorporation and by-laws of
the Company and applicable law. In the event that the Plan, any Award or any
Award Agreement entered into hereunder provides for any action to be taken by or
determination to be made by the Board, such action may be taken or such
determination may be made by the Committee if the power and authority to do so
has been delegated to the Committee by the Board as provided for in this
Section. Unless otherwise expressly determined by the Board, any such action or
determination by the Committee shall be final, binding and conclusive. To the
extent permitted by law, the Committee may delegate its authority under the Plan
to a member of the Board or an executive officer of the Company who is a member
of the Board.

         3.3. TERMS OF AWARDS.

         Subject to the other terms and conditions of the Plan, the Board shall
have full and final authority:



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         (i) to designate Grantees,

         (ii) to determine the type or types of Awards to be made to a Grantee,

         (iii) to determine the number of shares of Stock to be subject to an
Award,

         (iv) to establish the terms and conditions of each Award (including,
but not limited to, the exercise price of any Option and the nature and duration
of any restriction or condition (or provision for lapse thereof) relating to the
vesting, exercise, transfer, or forfeiture of an Award or the shares of Stock
subject thereto),

         (v) to prescribe the form of each Award Agreement evidencing an Award,

         (vi) to amend, modify, or supplement the terms of any outstanding
Award, and

         (vii) Such authority specifically includes the authority, in order to
effectuate the purposes of the Plan but without amending the Plan, to modify
Awards to eligible individuals who are foreign nationals or are individuals who
are employed outside the United States to recognize differences in local law,
tax policy, or custom.

         As a condition to any subsequent Award, the Board shall have the right,
at its discretion, to require Grantees to return to the Company Awards
previously made under the Plan. Subject to the terms and conditions of the Plan,
any such new Award shall be upon such terms and conditions as are specified by
the Board at the time the new Award is made. The Board shall have the right, in
its discretion, to make Awards in substitution or exchange for any other award
under another plan of the Company, any Affiliate, or any business entity to be
acquired by the Company or an Affiliate. The Company may retain the right in an
Award Agreement to cause a forfeiture of the gain realized by a Grantee on
account of actions taken by the Grantee in violation or breach of or in conflict
with any non-competition agreement, any agreement prohibiting solicitation of
employees or clients of the Company or any Affiliate thereof or any
confidentiality obligation with respect to the Company or any Affiliate thereof
or otherwise in competition with the Company or any Affiliate thereof, to the
extent specified in such Award Agreement applicable to the Grantee. Furthermore,
the Company may annul an Award if the Grantee is an employee of the Company or
an Affiliate thereof and is terminated for Cause as defined in the applicable
Award Agreement or the Plan, as applicable. The grant of any Award shall be
contingent upon the Grantee executing the appropriate Award Agreement.



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         3.4. NO LIABILITY.

         No member of the Board or of the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any Award
or Award Agreement.

4.       STOCK SUBJECT TO THE PLAN

         Subject to adjustment as provided in SECTION 16 hereof, the number of
shares of Stock available for issuance under the Plan shall be 2,000,000. Stock
issued or to be issued under the Plan shall be authorized but unissued shares.
If any shares covered by an Award are not purchased or are forfeited, or if an
Award otherwise terminates without delivery of any Stock subject thereto, then
the number of shares of Stock counted against the aggregate number of shares
available under the Plan with respect to such Award shall, to the extent of any
such forfeiture or termination, again be available for making Awards under the
Plan. If the exercise price of any Option granted under the Plan is satisfied by
tendering shares of Stock to the Company (by either actual delivery or by
attestation), only the number of shares of Stock issued net of the shares of
Stock tendered shall be deemed delivered for purposes of determining the maximum
number of shares of Stock available for delivery under the Plan.

5.       EFFECTIVE DATE AND TERM OF THE PLAN

         5.1. EFFECTIVE DATE.

         The Plan shall be effective as of the Effective Date.

         5.2. TERM.

         The Plan shall terminate automatically ten (10) years after its
adoption by the Board and may be terminated on any earlier date as provided in
SECTION 15.

6.       AWARD ELIGIBILITY

         6.1. COMPANY OR SUBSIDIARY EMPLOYEES; SERVICE PROVIDERS; OTHER PERSONS

         Awards may be made under the Plan to: (i) any employee of, or a Service
Provider to, the Company or of any Affiliate, including any such employee or
Service Provider who is an officer or director of the Company, or of any
affiliate, as the Board shall determine and designate from time to time, (ii)
any Outside



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Director, and (iii) any other individual whose participation in the Plan is
determined to be in the best interests of the Company by the Board.

         6.2. SUCCESSIVE AWARDS.

         An eligible person may receive more than one Award, subject to such
restrictions as are provided herein.

7.       AWARD AGREEMENT

         Each Award granted pursuant to the Plan shall be evidenced by an Award
Agreement, to be executed by the Company and by the Grantee, in such form or
forms as the Board shall from time to time determine. Award Agreements granted
from time to time or at the same time need not contain similar provisions but
shall be consistent with the terms of the Plan.

8.       OPTION PRICE

         The Option Price of each Option shall be fixed by the Board and stated
in the Award Agreement evidencing such Option. The Option Price shall be at
least the aggregate Fair Market Value on the Grant Date of the shares of Stock
subject to the Option, and in no case shall the Option Price of any Option be
less than the par value of a share of Stock.

9.       VESTING, TERM AND EXERCISE OF OPTIONS

         9.1. VESTING.

         Subject to SECTIONS 9.2 AND 16.3 hereof, each Option granted under the
Plan shall become exercisable at such times and under such conditions as shall
be determined by the Board and stated in the Award Agreement. For purposes of
this SECTION 9.1, fractional numbers of shares of Stock subject to an Option
shall be rounded down to the next nearest whole number. The Board may provide,
for example, in the Award Agreement for (i) accelerated exercisability of the
Option in the event the Grantee's Service terminates on account of death,
Disability or another event, (ii) expiration of the Option prior to its term in
the event of the termination of the Grantee's Service, (iii) immediate
forfeiture of the Option in the event the Grantee's Service is terminated for
Cause or (iv) unvested Options to be exercised subject to the Company's right of
repurchase with respect to unvested shares of Stock.

         9.2. TERM.

         Each Option granted under the Plan shall terminate, and all rights to
purchase shares of Stock thereunder shall cease, upon the expiration of ten
years




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from the date such Option is granted, or under such circumstances and on such
date prior thereto as is set forth in the Plan or as may be fixed by the Board
and stated in the Award Agreement relating to such Option (the "Termination
Date").

         9.3. ACCELERATION.

         Any limitation on the exercise of an Option contained in any Award
Agreement may be rescinded, modified or waived by the Board, in its sole
discretion, at any time and from time to time after the Grant Date of such
Option, so as to accelerate the time at which the Option may be exercised.

         9.4. TERMINATION OF SERVICE.

         Each Award Agreement shall set forth the extent to which the Grantee
shall have the right to exercise the Option following termination of the
Grantee's Service. Such provisions shall be determined in the sole discretion of
the Board, need not be uniform among all Options issued pursuant to the Plan,
and may reflect distinctions based on the reasons for termination of Service.

         9.5. LIMITATIONS ON EXERCISE OF OPTION.

         Notwithstanding any other provision of the Plan, in no event may any
Option be exercised, in whole or in part, after ten years following the Grant
Date or after the occurrence of an event referred to in SECTION 16 hereof which
results in termination of the Option.

         9.6. METHOD OF EXERCISE.

         An Option that is exercisable may be exercised by the Grantee's
delivery to the Company of written notice of exercise on any business day, at
the Company's principal office, on the form specified by the Company. Such
notice shall specify the number of shares of Stock with respect to which the
Option is being exercised and shall be accompanied by payment in full of the
Option Price of the shares for which the Option is being exercised. The minimum
number of shares of Stock with respect to which an Option may be exercised, in
whole or in part, at any time shall be the lesser of (i) 100 shares or such
lesser number set forth in the applicable Award Agreement and (ii) the maximum
number of shares available for purchase under the Option at the time of
exercise.

         9.7. FORM OF PAYMENT

         Payment of the Option Price for the shares purchased pursuant to the
exercise of an Option shall be made (i) in cash or in cash equivalents
acceptable to the Company; (ii) through the tender to the Company of shares of
Stock, which shares, if acquired from the Company, shall have been held for at
least six months and which shall be valued, for purposes of determining the
extent to which the




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<PAGE>   13

Option Price has been paid thereby, at their Fair Market Value on the date of
exercise; or (iii) by a combination of the methods described in (i) and (ii).
Unless the Board provides otherwise in the Award Agreement, payment in full of
the Option Price need not accompany the written notice of exercise provided that
the notice of exercise directs that the certificate or certificates for the
shares of Stock for which the Option is exercised be delivered to a licensed
broker acceptable to the Company as the agent for the individual exercising the
Option and, at the time such certificate or certificates are delivered, the
broker tenders to the Company cash (or cash equivalents acceptable to the
Company) equal to the Option Price for the shares of Stock purchased pursuant to
the exercise of the Option plus the amount (if any) of federal and/or other
taxes which the Company may in its judgment, be required to withhold with
respect to the exercise of the Option. An attempt to exercise any Option granted
hereunder other than as set forth above shall be invalid and of no force and
effect.

         9.8. RIGHTS OF HOLDERS OF OPTIONS

         Unless otherwise stated in the applicable Award Agreement, an
individual holding or exercising an Option shall have none of the rights of a
shareholder (for example, the right to receive cash or dividend payments or
distributions attributable to the subject shares of Stock or to direct the
voting of the subject shares of Stock ) until the shares of Stock covered
thereby are fully paid and issued to him. Except as provided in SECTION 16
hereof, no adjustment shall be made for dividends, distributions or other rights
for which the record date is prior to the date of such issuance.

         9.9. DELIVERY OF STOCK CERTIFICATES.

         Promptly after the exercise of an Option by a Grantee and the payment
in full of the Option Price, such Grantee shall be entitled to the issuance of a
stock certificate or certificates evidencing his or her ownership of the shares
of Stock subject to the Option.

         9.10. RELOAD OPTIONS.

         At the discretion of the Board and subject to such restrictions, terms
and conditions as the Board may establish, Options granted under the Plan may
include a "reload" feature pursuant to which a Grantee exercising an Option by
the delivery of a number of shares of Stock in accordance with SECTION 9.6
hereof would automatically be granted an additional Option (with an exercise
price equal to the Fair Market Value of the Stock on the date the additional
Option is granted and with such other terms as the Board may provide) to
purchase that number of shares of Stock equal to the number delivered to
exercise the original Option with an Option term equal to the remainder of the
original Option term unless the Board otherwise determines in the Option Award
Agreement for the original grant.



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10.      TRANSFERABILITY OF OPTIONS

         10.1. TRANSFERABILITY OF OPTIONS

         Except as provided in SECTION 10.2, during the lifetime of a Grantee,
only the Grantee (or, in the event of legal incapacity or incompetency, the
Grantee's guardian or legal representative) may exercise an Option. Except as
provided in SECTION 10.2, no Option shall be assignable or transferable by the
Grantee to whom it is granted, other than by will or the laws of descent and
distribution.

         10.2. FAMILY TRANSFERS.

         If authorized in the applicable Award Agreement, a Grantee may
transfer, not for value, all or part of an Option to any Family Member. For the
purpose of this SECTION 10.2, a "not for value" transfer is a transfer which is
(i) a gift, (ii) a transfer under a domestic relations order in settlement of
marital property rights; or (iii) a transfer to an entity in which more than
fifty percent of the voting interests are owned by Family Members (or the
Grantee) in exchange for an interest in that entity. Following a transfer under
this SECTION 10.2, any such Option shall continue to be subject to the same
terms and conditions as were applicable immediately prior to transfer.
Subsequent transfers of transferred Options are prohibited except to Family
Members of the original Grantee in accordance with this SECTION 10.2 or by will
or the laws of descent and distribution. The events of termination of Service of
SECTION 9.4 hereof shall continue to be applied with respect to the original
Grantee, following which the Option shall be exercisable by the transferee only
to the extent, and for the periods specified, in SECTION 9.4.

11.      RESTRICTED STOCK

         11.1. GRANT OF RESTRICTED STOCK.

         The Board may from time to time grant Restricted Stock to persons
eligible to receive Awards under SECTION 6 hereof, subject to such restrictions,
conditions and other terms as the Board may determine.

         11.2. RESTRICTIONS.

         At the time a grant of Restricted Stock is made, the Board shall
establish a period of time (the "Restricted Period") applicable to such
Restricted Stock. Each Award of Restricted Stock or may be subject to a
different Restricted Period. The Board may, in its sole discretion, at the time
a grant of Restricted Stock is made, prescribe restrictions in addition to or
other than the expiration of the Restricted Period, including the satisfaction
of corporate or individual performance objectives.




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<PAGE>   15

Restricted Stock may not be sold, transferred, assigned, pledged or otherwise
encumbered or disposed of during the Restricted Period or prior to the
satisfaction of any other restrictions prescribed by the Board with respect to
such Restricted Stock.

         11.3. RESTRICTED STOCK CERTIFICATES.

         The Company shall issue, in the name of each Grantee to whom Restricted
Stock has been granted, stock certificates representing the total number of
shares of Restricted Stock granted to the Grantee, as soon as reasonably
practicable after the Grant Date. The Board may provide in an Award Agreement
that either (i) the Secretary of the Company shall hold such certificates for
the Grantee's benefit until such time as the Restricted Stock is forfeited to
the Company or the restrictions lapse, or (ii) such certificates shall be
delivered to the Grantee, provided, however, that such certificates shall bear a
legend or legends that complies with the applicable securities laws and
regulations and makes appropriate reference to the restrictions imposed under
the Plan and the Award Agreement.

         11.4. RIGHTS OF HOLDERS OF RESTRICTED STOCK.

         Unless the Board otherwise provides in an Award Agreement, holders of
Restricted Stock shall have the right to vote such Stock and the right to
receive any dividends declared or paid with respect to such Stock. The Board may
provide that any dividends paid on Restricted Stock must be reinvested in shares
of Stock, which may or may not be subject to the same vesting conditions and
restrictions applicable to such Restricted Stock. All distributions, if any,
received by a Grantee with respect to Restricted Stock as a result of any stock
split, stock dividend, combination of shares, or other similar transaction shall
be subject to the restrictions applicable to the original Grant.

         11.5. TERMINATION OF SERVICE.

         Unless the Board otherwise provides in an Award Agreement or in writing
after the Award Agreement is issued, upon the termination of a Grantee's
Service, any Restricted Stock held by such Grantee that has not vested, or with
respect to which all applicable restrictions and conditions have not lapsed,
shall immediately be deemed forfeited. Upon forfeiture of Restricted Stock, the
Grantee shall have no further rights with respect to such Award, including but
not limited to any right to vote Restricted Stock or any right to receive
dividends with respect to shares of Restricted Stock.

         11.6. DELIVERY OF STOCK AND PAYMENT THEREFOR.

         Upon the expiration or termination of the Restricted Period and the
satisfaction of any other conditions prescribed by the Board, the restrictions


                                     - 12 -
<PAGE>   16

applicable to shares of Restricted Stock shall lapse, and, unless otherwise
provided in the Award Agreement, upon payment by the Grantee to the Company, in
cash or by check, of the aggregate par value of the shares of Stock represented
by such Restricted Stock (or such other higher purchase price determined by the
Board), a stock certificate for such shares shall be delivered, free of all such
restrictions, to the Grantee or the Grantee's beneficiary or estate, as the case
may be.

12.      CERTAIN PROVISIONS APPLICABLE TO AWARDS

         12.1. STAND-ALONE, ADDITIONAL, TANDEM, AND SUBSTITUTE AWARDS

         Awards granted under the Plan may, in the discretion of the Board, be
granted either alone or in addition to, in tandem with, or in substitution or
exchange for, any other Award or any award granted under another plan of the
Company, any Affiliate, or any business entity to be acquired by the Company or
an Affiliate, or any other right of a Grantee to receive payment from the
Company or any Affiliate. Such additional, tandem, and substitute or exchange
Awards may be granted at any time. If an Award is granted in substitution or
exchange for another Award, the Board shall require the surrender of such other
Award in consideration for the grant of the new Award. In addition, Awards may
be granted in lieu of cash compensation, including in lieu of cash amounts
payable under other plans of the Company or any Affiliate, in which the value of
Stock subject to the Award is equivalent in value to the cash compensation (for
example Restricted Stock), or in which the exercise price, grant price or
purchase price of the Award in the nature of a right that may be exercised is
equal to the Fair Market Value of the underlying Stock minus the value of the
cash compensation surrendered (for example, Options granted with an exercise
price "discounted" by the amount of the cash compensation surrendered).

         12.2. FORM AND TIMING OF PAYMENT UNDER AWARDS; DEFERRALS

         Subject to the terms of the Plan and any applicable Award Agreement,
payments to be made by the Company or an Affiliate upon the exercise of an
Option or other Award or settlement of an Award may be made in such forms as the
Board shall determine, including, without limitation, cash, Stock, other Awards
or other property, and may be made in a single payment or transfer, in
installments, or on a deferred basis. The settlement of any Award may be
accelerated, and cash paid in lieu of Stock in connection with such settlement,
in the discretion of the Board or upon occurrence of one or more specified
events. Installment or deferred payments may be required by the Board or
permitted at the election of the Grantee on terms and conditions established by
the Board. Payments may include, without limitation, provisions for the payment
or crediting of a reasonable interest rate on



                                     - 13 -
<PAGE>   17

installment or deferred payments or the grant or crediting of dividend
equivalents or other amounts in respect of installment or deferred payments
denominated in Stock.

13.      PARACHUTE LIMITATIONS

         Notwithstanding any other provision of this Plan or of any other
agreement, contract, or understanding heretofore or hereafter entered into by a
Grantee with the Company or any Affiliate, except an agreement, contract, or
understanding hereafter entered into that expressly modifies or excludes
application of this paragraph (an "Other Agreement"), and notwithstanding any
formal or informal plan or other arrangement for the direct or indirect
provision of compensation to the Grantee (including groups or classes of
Grantees or beneficiaries of which the Grantee is a member), whether or not such
compensation is deferred, is in cash, or is in the form of a benefit to or for
the Grantee (a "Benefit Arrangement"), if the Grantee is a "disqualified
individual," as defined in Section 280G(c) of the Code, any Option, or
Restricted Stock held by that Grantee and any right to receive any payment or
other benefit under this Plan shall not become exercisable or vested (i) to the
extent that such right to exercise, vesting, payment, or benefit, taking into
account all other rights, payments, or benefits to or for the Grantee under this
Plan, all Other Agreements, and all Benefit Arrangements, would cause any
payment or benefit to the Grantee under this Plan to be considered a "parachute
payment" within the meaning of Section 280G(b)(2) of the Code as then in effect
(a "Parachute Payment") and (ii) if, as a result of receiving a Parachute
Payment, the aggregate after-tax amounts received by the Grantee from the
Company under this Plan, all Other Agreements, and all Benefit Arrangements
would be less than the maximum after-tax amount that could be received by the
Grantee without causing any such payment or benefit to be considered a Parachute
Payment. In the event that the receipt of any such right to exercise, vesting,
payment, or benefit under this Plan, in conjunction with all other rights,
payments, or benefits to or for the Grantee under any Other Agreement or any
Benefit Arrangement would cause the Grantee to be considered to have received a
Parachute Payment under this Plan that would have the effect of decreasing the
after-tax amount received by the Grantee as described in clause (ii) of the
preceding sentence, then the Grantee shall have the right, in the Grantee's sole
discretion, to designate those rights, payments, or benefits under this Plan,
any Other Agreements, and any Benefit Arrangements that should be reduced or
eliminated so as to avoid having the payment or benefit to the Grantee under
this Plan be deemed to be a Parachute Payment.


                                     - 14 -
<PAGE>   18

14.      REQUIREMENTS OF LAW

         14.1. GENERAL.

        The Company shall not be required to sell or issue any shares of Stock
under any Award if the sale or issuance of such shares would constitute a
violation by the Grantee, any other individual exercising an Option, or the
Company of any provision of any law or regulation of any governmental authority,
including without limitation any federal or state securities laws or
regulations. If at any time the Company shall determine, in its discretion, that
the listing, registration or qualification of any shares subject to an Award
upon any securities exchange or under any governmental regulatory body is
necessary or desirable as a condition of, or in connection with, the issuance or
purchase of shares hereunder, no shares of Stock may be issued or sold to the
Grantee or any other individual exercising an Option pursuant to such Award
unless such listing, registration, qualification, consent or approval shall have
been effected or obtained free of any conditions not acceptable to the Company,
and any delay caused thereby shall in no way affect the date of termination of
the Award. Specifically, in connection with the Securities Act, upon the
exercise of any Option or the delivery of any shares of Stock underlying an
Award, unless a registration statement under such Act is in effect with respect
to the shares of Stock covered by such Award, the Company shall not be required
to sell or issue such shares unless the Board has received evidence satisfactory
to it that the Grantee or any other individual exercising an Option may acquire
such shares pursuant to an exemption from registration under the Securities Act.
Any determination in this connection by the Board shall be final, binding, and
conclusive. The Company may, but shall in no event be obligated to, register any
securities covered hereby pursuant to the Securities Act. The Company shall not
be obligated to take any affirmative action in order to cause the exercise of an
Option or the issuance of shares of Stock pursuant to the Plan to comply with
any law or regulation of any governmental authority. As to any jurisdiction that
expressly imposes the requirement that an Option shall not be exercisable until
the shares of Stock covered by such Option are registered or are exempt from
registration, the exercise of such Option (under circumstances in which the laws
of such jurisdiction apply) shall be deemed conditioned upon the effectiveness
of such registration or the availability of such an exemption.



                                     - 15 -
<PAGE>   19



         14.2. RULE 16B-3.

         During any time when the Company has a class of equity security
registered under Section 12 of the Exchange Act, it is the intent of the Company
that Awards pursuant to the Plan and the exercise of Options granted hereunder
will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To
the extent that any provision of the Plan or action by the Board does not comply
with the requirements of Rule 16b-3, it shall be deemed inoperative to the
extent permitted by law and deemed advisable by the Board, and shall not affect
the validity of the Plan. In the event that Rule 16b-3 is revised or replaced,
the Board may exercise its discretion to modify this Plan in any respect
necessary to satisfy the requirements of, or to take advantage of any features
of, the revised exemption or its replacement.

         14.3. LIMITATION FOLLOWING A HARDSHIP DISTRIBUTION.

         To the extent required to comply with Treasury Regulation
ss.1.401(k)-1(d)(2)(iv)(B)(4), or any amendment or successor thereto, a
Grantee's "elective and employee contributions" (within the meaning of such
Treasury Regulation) under the Plan shall be suspended for a period of twelve
months following such Grantee's receipt of a hardship distribution made in
reliance on such Treasury Regulation from any plan containing a cash or deferred
arrangement under Section 401(k) of the Code maintained by the Company or a
related party within the provisions of subsections (b), (c), (m) or (o) of
Section 414 of the Code.

15.      AMENDMENT AND TERMINATION OF THE PLAN

         The Board may, at any time and from time to time, amend, suspend, or
terminate the Plan as to any shares of Stock as to which Awards have not been
made. Except as permitted under this SECTION 15 or SECTION 16 hereof, no
amendment, suspension, or termination of the Plan shall, without the consent of
the Grantee, alter or impair rights or obligations under any Award theretofore
awarded under the Plan.

16.      EFFECT OF CHANGES IN CAPITALIZATION

         16.1. CHANGES IN STOCK.

         If the number of outstanding shares of Stock is increased or decreased
or the shares of Stock are changed into or exchanged for a different number or
kind of shares or other securities of the Company on account of any
recapitalization,




                                     - 16 -
<PAGE>   20

reclassification, stock split, reverse split, combination of shares, exchange of
shares, stock dividend or other distribution payable in capital stock, or other
increase or decrease in such shares effected without receipt of consideration by
the Company occurring after the Effective Date, the number and kinds of shares
for which grants of Options and other Awards may be made under the Plan shall be
adjusted proportionately and accordingly by the Company. In addition, the number
and kind of shares for which Awards are outstanding shall be adjusted
proportionately and accordingly so that the proportionate interest of the
Grantee immediately following such event shall, to the extent practicable, be
the same as immediately before such event. Any such adjustment in outstanding
Options shall not change the aggregate Option Price payable with respect to
shares that are subject to the unexercised portion of an Option outstanding but
shall include a corresponding proportionate adjustment in the Option Price per
share. The conversion of any convertible securities of the Company shall not be
treated as an increase in shares effected without receipt of consideration.
Notwithstanding the foregoing, in the event of a spin-off that results in no
change in the number of outstanding shares of Stock of the Company, the Company
may, in such manner as the Company deems appropriate, adjust (i) the number and
kind of shares subject to outstanding Awards and/or (ii) the exercise price of
outstanding Options.

         16.2. REORGANIZATION IN WHICH THE COMPANY IS THE SURVIVING ENTITY AND
               IN WHICH NO CHANGE IN CONTROL OCCURS.

         Subject to SECTION 16.3 hereof, if the Company shall be the surviving
entity in any reorganization, merger, or consolidation of the Company with one
or more other entities in which no Change in Control occurs, any Option
theretofore granted pursuant to the Plan shall pertain to and apply to the
securities to which a holder of the number of shares of Stock subject to such
Option would have been entitled immediately following such reorganization,
merger, or consolidation, with a corresponding proportionate adjustment of the
Option Price per share so that the aggregate Option Price thereafter shall be
the same as the aggregate Option Price of the shares remaining subject to the
Option immediately prior to such reorganization, merger, or consolidation.
Subject to any contrary language in an Award Agreement evidencing an Award, any
restrictions applicable to such Award shall apply as well to any replacement
shares received by the Grantee as a result of the reorganization, merger or
consolidation.

         16.3. REORGANIZATION, SALE OF ASSETS OR SALE OF STOCK WHICH INVOLVES A
               CHANGE IN CONTROL.

               (a) Subject to SECTION 16.3(b), upon any transaction that
results in a Change in Control, (i) all outstanding shares subject to Awards
shall be deemed to have vested, and all restrictions and conditions applicable
to such shares subject to Awards shall be deemed to have lapsed, immediately
prior to the occurrence of such




                                     - 17 -
<PAGE>   21

event, and (ii) all Options outstanding hereunder shall become immediately
exercisable for a period of fifteen days immediately prior to the scheduled
consummation of the event. Any exercise of an Option during such fifteen-day
period shall be conditioned upon the consummation of the event and shall be
effective only immediately before the consummation of the event. Upon
consummation of any such event, the Plan and all outstanding but unexercised
Options shall terminate. The Board shall send written notice of an event that
will result in such a termination to all individuals who hold Options not later
than the time at which the Company gives notice thereof to its shareholders.

               (b) SECTION 16.3(a) shall not apply to the extent provision is
made in writing in connection with a transaction described in SECTION 16.3(a)
for the assumption of such Options theretofore granted, or for the substitution
for such Options of new options covering the stock of a successor entity, or a
parent or subsidiary thereof, with appropriate adjustments as to the number and
kinds of shares or units and exercise prices, in which event the Plan and
Options theretofore granted shall continue in the manner and under the terms so
provided.

         16.4. ADJUSTMENTS.

         Adjustments under this SECTION 16 related to shares of Stock or
securities of the Company shall be made by the Board, whose determination in
that respect shall be final, binding and conclusive. No fractional shares or
other securities shall be issued pursuant to any such adjustment, and any
fractions resulting from any such adjustment shall be eliminated in each case by
rounding downward to the nearest whole share. The Board may provide in the Award
Agreements at the time of grant, or any time thereafter with the consent of the
Grantee, for different provisions to apply to an Award in place of those
described in SECTIONS 16.1, 16.2 and 16.3.

         16.5. NO LIMITATIONS ON COMPANY.

         The making of Awards pursuant to the Plan shall not affect or limit in
any way the right or power of the Company to make adjustments,
reclassifications, reorganizations, or changes of its capital or business
structure or to merge, consolidate, dissolve, or liquidate, or to sell or
transfer all or any part of its business or assets.

         17. POOLING

         In the event any provision of the Plan or the Award Agreement would
prevent the use of pooling of interests accounting in a corporate transaction
involving the Company and such transaction is contingent upon pooling of
interests accounting, then that provision shall be deemed amended or revoked to
the extent required to preserve such pooling of interests. The Company may
require in an Award Agreement that a Grantee who receives an Award under the
Plan shall, upon




                                     - 18 -
<PAGE>   22

advice from the Company, take (or refrain from taking, as appropriate) all
actions necessary or desirable to ensure that pooling of interests accounting is
available.

18.      DISCLAIMER OF RIGHTS

         No provision in the Plan or in any Award or Award Agreement shall be
construed to confer upon any individual the right to remain in the employ or
service of the Company or any Affiliate, or to interfere in any way with any
contractual or other right or authority of the Company either to increase or
decrease the compensation or other payments to any individual at any time, or to
terminate any employment or other relationship between any individual and the
Company. In addition, notwithstanding anything contained in the Plan to the
contrary, unless otherwise stated in the applicable Award Agreement, no Award
granted under the Plan shall be affected by any change of duties or position of
the Grantee, so long as such Grantee continues to be a director, officer,
consultant or employee of the Company or an Affiliate. The obligation of the
Company to pay any benefits pursuant to this Plan shall be interpreted as a
contractual obligation to pay only those amounts described herein, in the manner
and under the conditions prescribed herein. The Plan shall in no way be
interpreted to require the Company to transfer any amounts to a third party
trustee or otherwise hold any amounts in trust or escrow for payment to any
Grantee or beneficiary under the terms of the Plan. No Grantee shall have any of
the rights of a shareholder with respect to the shares of Stock subject to an
Option except to the extent the certificates for such shares of Stock shall have
been issued upon the exercise of the Option.

         19. NONEXCLUSIVITY OF THE PLAN

         Neither the adoption of the Plan nor the submission of the Plan to the
shareholders of the Company for approval shall be construed as creating any
limitations upon the right and authority of the Board to adopt such other
incentive compensation arrangements (which arrangements may be applicable either
generally to a class or classes of individuals or specifically to a particular
individual or particular individuals) as the Board in its discretion determines
desirable, including, without limitation, the granting of stock options
otherwise than under the Plan.

         20. WITHHOLDING TAXES

         The Company or an Affiliate, as the case may be, shall have the right
to deduct from payments of any kind otherwise due to a Grantee any Federal,
state, or local taxes of any kind required by law to be withheld with respect to
the vesting of or other lapse of restrictions applicable to an Award or upon the
issuance of any shares of Stock upon the exercise of an Option or pursuant to an
Award. At the time of such vesting, lapse, or exercise, the Grantee shall pay to
the Company or the




                                     - 19 -
<PAGE>   23

Affiliate, as the case may be, any amount that the Company or the Affiliate may
reasonably determine to be necessary to satisfy such withholding obligation.
Subject to the prior approval of the Company or the Affiliate, which may be
withheld by the Company or the Affiliate, as the case may be, in its sole
discretion, the Grantee may elect to satisfy such obligations, in whole or in
part, (i) by causing the Company or the Affiliate to withhold shares of Stock
otherwise issuable to the Grantee or (ii) by delivering to the Company or the
Affiliate shares of Stock already owned by the Grantee. The shares of Stock so
delivered or withheld shall have an aggregate Fair Market Value equal to such
withholding obligations. The Fair Market Value of the shares of Stock used to
satisfy such withholding obligation shall be determined by the Company or the
Affiliate as of the date that the amount of tax to be withheld is to be
determined. A Grantee who has made an election pursuant to this SECTION 20 may
satisfy his or her withholding obligation only with shares of Stock that are not
subject to any repurchase, forfeiture, unfulfilled vesting, or other similar
requirements.

         21. CAPTIONS

         The use of captions in this Plan or any Award Agreement is for the
convenience of reference only and shall not affect the meaning of any provision
of the Plan or such Award Agreement.

         22. OTHER PROVISIONS

         Each Award granted under the Plan may contain such other terms and
conditions not inconsistent with the Plan as may be determined by the Board, in
its sole discretion.

         23. NUMBER AND GENDER

         With respect to words used in this Plan, the singular form shall
include the plural form, the masculine gender shall include the feminine gender,
etc., as the context requires.

         24. SEVERABILITY

         If any provision of the Plan or any Award Agreement shall be determined
to be illegal or unenforceable by any court of law in any jurisdiction, the
remaining provisions hereof and thereof shall be severable and enforceable in
accordance with their terms, and all provisions shall remain enforceable in any
other jurisdiction.

         25. GOVERNING LAW

         The validity and construction of this Plan and the instruments
evidencing the Grants awarded hereunder shall be governed by the laws of the
State of Delaware, other than any conflicts or choice of law rule or principle
that might otherwise refer construction or interpretation of this Plan and the
instruments evidencing the Awards awarded hereunder to the substantive laws of
any other jurisdiction.


                                      * * *



                                     - 20 -
<PAGE>   24



         To record adoption of the Plan by the Board as of November 6, 2000, the
Company has caused its authorized officer to execute the Plan.




                                                     Wabash National Corporation



                                                     By:
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                                                     Title:
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