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                                                                    EXHIBIT 10.1


                                                                GRANT NO.: _____



                           WABASH NATIONAL CORPORATION
                            2004 STOCK INCENTIVE PLAN

                         RESTRICTED STOCK UNIT AGREEMENT


         Wabash National Corporation, a Delaware corporation (the "Company"),
hereby grants restricted stock units for shares of its common stock, $.01 par
value, (the "Stock") to the Grantee named below, subject to the vesting
conditions set forth in the attachment. Additional terms and conditions of the
grant are set forth in this cover sheet, in the attachment and in the Company's
2004 Stock Incentive Plan (the "Plan").

Grant Date:  _________________, 200__

Name of Grantee: ___________________

Grantee's Social Security Number:  _______-____-_______

Number of Restricted Stock Units Covered by Grant:

         at Target Performance:  __________

         at High Performance (Maximum Amount):  __________

         if Threshold Performance Reached:  __________

Purchase Price per Share of Stock:  $_____.___

         BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS AND
CONDITIONS DESCRIBED IN THE ATTACHED AGREEMENT AND IN THE PLAN, A COPY OF WHICH
IS ALSO ATTACHED. YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY REVIEWED THE PLAN, AND
AGREE THAT THE PLAN WILL CONTROL IN THE EVENT ANY PROVISION OF THIS AGREEMENT
SHOULD APPEAR TO BE INCONSISTENT.


Grantee:
         -----------------------------------------------------------------------
                          (Signature)

Company:
         -----------------------------------------------------------------------
                          (Signature)

         Title:
                 ---------------------------------------------------------------


Attachment

         This is not a stock certificate or a negotiable instrument.



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                           WABASH NATIONAL CORPORATION
                            2004 STOCK INCENTIVE PLAN

                         RESTRICTED STOCK UNIT AGREEMENT


RESTRICTED STOCK                  This grant is an award of restricted stock
UNITS/TRANSFERABILITY             units in is an award of restricted stock units
                                  in the number of units set forth on the cover
                                  sheet, subject to the vesting and other
                                  conditions described below (the "Restricted
                                  Stock Units"). Your Restricted Stock Units may
                                  not be transferred, assigned, pledged or
                                  hypothecated, whether by operation of law or
                                  otherwise, nor may the Restricted Stock Units
                                  be made subject to execution, attachment or
                                  similar process.

VESTING                           If you continue to provide services to the
                                  Company or a Subsidiary as an employee or a
                                  Service Provider ("Services"), the number of
                                  your Restricted Stock Units that shall become
                                  vested will be determined as of the end of the
                                  performance period, _______________, based
                                  upon achievement of the performance goals
                                  contained on Exhibit A. If your Service
                                  terminates for any reason, other than by
                                  reason of your death or permanent and total
                                  disability (within the meaning of Section
                                  22(e)(3) of the Code), prior to _____________,
                                  then you will forfeit the Restricted Stock
                                  Units. The resulting aggregate number of
                                  vested Restricted Stock Units will be rounded
                                  to the nearest whole number, and you may not
                                  vest in more than the number of Restricted
                                  Stock Units covered by this grant.

                                  No additional Restricted Stock Units will vest
                                  after you have ceased to provide Services for
                                  any reason.

DELIVERY                          Upon the vesting of the Restricted Stock Units
                                  hereunder, the Company will issue to you a
                                  share certificate for the shares of Stock to
                                  which such vested Restricted Stock Units
                                  relate. You will have no further rights with
                                  regard to a Restricted Stock Unit once the
                                  share of Stock related to such Restricted
                                  Stock Unit has been issued.

                                  Notwithstanding the preceding paragraph, if
                                  the shares of Stock would otherwise be
                                  delivered to you during a period in which you
                                  are: (i) subject to a lock-up agreement
                                  restricting your ability to sell shares of
                                  Stock in the open market or (ii) restricted
                                  from selling shares of Stock in the open
                                  market because you are not then eligible to
                                  sell under the Company's insider trading or
                                  similar plan as then in effect (whether
                                  because a trading window is not open or you
                                  are otherwise restricted from trading),
                                  delivery of the shares of Stock will be
                                  delayed until the first date on which you are
                                  no longer prohibited from selling shares of



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                                  Stock due to a lock-up agreement or insider
                                  trading or similar plan restriction, but in
                                  any event no later than the last day of the
                                  calendar year in which the shares of Stock
                                  otherwise would have been delivered.

SERVICE TERMINATION               Upon the termination of your Services, other
                                  than by reason of your death or permanent and
                                  total disability (within the meaning of
                                  Section 22(e)(3) of the Code), any Restricted
                                  Stock Units that have not vested hereunder
                                  shall immediately be deemed forfeited.

                                  In the event of the termination of your
                                  Services because of your death or permanent
                                  and total disability (within the meaning of
                                  Section 22(e)(3) of the Code), any Restricted
                                  Stock Units that have not vested hereunder
                                  shall immediately become fully vested.

WITHHOLDING TAXES                 You agree, as a condition of this grant, that
                                  you will make acceptable arrangements to pay
                                  any withholding or other taxes that may be due
                                  as a result of vesting in Restricted Stock
                                  Units or delivery of Stock acquired under this
                                  grant. In the event that the Company
                                  determines that any federal, state, local or
                                  foreign tax or withholding payment is required
                                  relating to the vesting in Restricted Stock
                                  Units or delivery of shares arising from this
                                  grant, the Company shall have the right to
                                  require such payments from you, withhold
                                  shares that would otherwise have been issued
                                  to you under this Agreement or withhold such
                                  amounts from other payments due to you from
                                  the Company or any Affiliate.

RETENTION RIGHTS                  This Agreement does not give you the right to
                                  be retained by the Company in any capacity.
                                  The Company reserves the right to terminate
                                  your service with the Company at any time and
                                  for any reason.

SHAREHOLDER RIGHTS                You do not have any of the rights of a
                                  shareholder with respect to the Restricted
                                  Stock Units. No dividend equivalents will be
                                  earned or paid with regard to the Restricted
                                  Stock Units.

FORFEITURE OF RIGHTS              If you should take actions in competition with
                                  the Company, the Company shall have the right
                                  to cause a forfeiture of your unvested
                                  Restricted Stock Units, and with respect to
                                  those shares of Restricted Stock Units vesting
                                  during the period commencing twelve (12)
                                  months prior to your termination of Service
                                  with the Company due to taking actions in
                                  competition with the Company, the right to
                                  cause a forfeiture of those shares of Stock
                                  (but the Company will pay you the purchase
                                  price without interest).


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                                  Unless otherwise specified in an employment or
                                  other agreement between the Company and you,
                                  you take actions in competition with the
                                  Company if you directly or indirectly, own,
                                  manage, operate, join or control, or
                                  participate in the ownership, management,
                                  operation or control of, or are a proprietor,
                                  director, officer, stockholder, member,
                                  partner or an employee or agent of, or a
                                  consultant to any business, firm, corporation,
                                  partnership or other entity which competes
                                  with any business in which the Company or any
                                  of its Affiliates is engaged during your
                                  employment or other relationship with the
                                  Company or its Affiliates or at the time of
                                  your termination of Service.

ADJUSTMENTS                       In the event of a stock split, a stock
                                  dividend or a similar change in the Stock, the
                                  number of Restricted Stock Units covered by
                                  this grant may be adjusted (and rounded down
                                  to the nearest whole number) pursuant to the
                                  Plan. Your Restricted Stock Units shall be
                                  subject to the terms of the agreement of
                                  merger, liquidation or reorganization in the
                                  event the Company is subject to such corporate
                                  activity.

APPLICABLE LAW                    This Agreement will be interpreted and
                                  enforced under the laws of the State of
                                  Indiana, other than any conflicts or choice of
                                  law rule or principle that might otherwise
                                  refer construction or interpretation of this
                                  Agreement to the substantive law of another
                                  jurisdiction.

THE PLAN                          The text of the Plan is incorporated in this
                                  Agreement by reference. CERTAIN CAPITALIZED
                                  TERMS USED IN THIS AGREEMENT ARE DEFINED IN
                                  THE PLAN, AND HAVE THE MEANING SET FORTH IN
                                  THE PLAN.

                                  This Agreement and the Plan constitute the
                                  entire understanding between you and the
                                  Company regarding this grant of Restricted
                                  Stock Units. Any prior agreements, commitments
                                  or negotiations concerning this grant are
                                  superseded.

DATA PRIVACY                      In order to administer the Plan, the Company
                                  may process personal data about you. Such data
                                  includes but is not limited to the information
                                  provided in this Agreement and any changes
                                  thereto, other appropriate personal and
                                  financial data about you such as home address
                                  and business addresses and other contact
                                  information, payroll information and any other
                                  information that might be deemed appropriate
                                  by the Company to facilitate the
                                  administration of the Plan.



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                                  By accepting this grant, you give explicit
                                  consent to the Company to process any such
                                  personal data. You also give explicit consent
                                  to the Company to transfer any such personal
                                  data outside the country in which you work or
                                  are employed, including, with respect to
                                  non-US. resident Grantees, to the United
                                  States, to transferees who shall include the
                                  Company and other persons who are designated
                                  by the Company to administer the Plan.

CONSENT TO ELECTRONIC DELIVERY    The Company may choose to deliver certain
                                  statutory materials relating to the Plan in
                                  electronic form. By accepting this grant you
                                  agree that the Company may deliver the Plan
                                  prospectus and the Company's annual report to
                                  you in an electronic format. If at any time
                                  you would prefer to receive paper copies of
                                  these documents, as you are entitled to
                                  receive, the Company would be pleased to
                                  provide copies. Please contact the Director of
                                  Human Resources to request paper copies of
                                  these documents.

         BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE
TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.



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                                    EXHIBIT A