**Exhibit 10.1**

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**“Grant Date”**:June 30, 2009

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RESTRICTEDSTOCKAGREEMENT
                ThisRestricted Stock Agreement (“**Agreement**”) is made as of the Grant Date setforth above between SPARTAN MOTORS, INC., a Michigan corporation(“**Spartan**”), and the grantee as awarded. 

                TheSpartan Motors, Inc. Stock Incentive Plan of 2007 (the “**Plan**”) isadministered by the Compensation Committee of Spartan’s Board of Directors (the“**Committee**”). The Committee has determined that Grantee is eligible toparticipate in the Plan. The Committee agrees to award restricted stock to Grantee,subject to the terms and conditions contained in this Agreement and in the Plan. ThisAgreement is intended to comply with the provisions governing restricted stock underInternal Revenue Service Regulation 26 C.F.R. § 1.409A-1(b)(6) in order to exempt therestricted stock from application of Section 409A of the Internal Revenue Code(“**Section 409A**”). 

                Granteeacknowledges receipt of a copy of the Plan and the Plan Description, and accepts thisrestricted stock award subject to all of the terms, conditions, and provisions of thisAgreement and the Plan. 

        1.                 Award.  Spartan hereby awards to Grantee, as of the Date of          Award, shares of Spartan’s common stock, $.01 par value, subject to          conditions and restrictions imposed under this Agreement and the Plan (the          **“Restricted Stock**”). Spartan may issue share certificates with          respect to the Restricted Stock or may deposit the Restricted Stock into an          electronic account maintained by a third party, in which case the share          certificates with respect to the Restricted Stock may, in Spartan’s          discretion, not be issued until the restrictions imposed on the Restricted Stock          have lapsed. 

        2.                 Transferability.  Until the restrictions lapse as set forth in          paragraph 3 below, the Plan provides that Restricted Stock granted under this          Agreement is generally not transferable by Grantee except by will or according          to the laws of descent and distribution, and further provides that all rights          with respect to the Restricted Stock are exercisable during Grantee’s          lifetime only by Grantee, Grantee’s guardian, or legal representative.          Spartan shall place an appropriate legend upon any certificate representing          shares of Restricted Stock awarded under this Agreement and may also issue          appropriate stop transfer instructions to its transfer agent with respect to          such shares. 

        3.                 LapsingofRestrictions.  Except as otherwise          provided in this Agreement, the restrictions imposed on the Restricted Stock          awarded pursuant to this Agreement shall lapse equally in annual increments on          each anniversary of the Grant Date over three years for non-officers and over          five years for Officers. The periods during which Restricted Stock is subject to          restrictions imposed by the Plan and under this Agreement shall be known as          “**Restricted Periods**.” 

        4.                 Acceleration.  All restrictions imposed on the Restricted Stock          awarded pursuant to this Agreement shall lapse immediately in the event of any          Change in Control (as defined in the Plan) of Spartan. 

        5.                 SecuritiesLaws. The Restricted Stock award under this Agreement          is conditional upon (i) the effective registration of the Plan and the          Restricted Stock granted thereunder under the Securities Act of 1933 and the          effective registration or exemption of the Plan and the Restricted Stock granted          thereunder under applicable state or foreign securities laws, and (ii) the          effective listing of the stock on any applicable securities exchange or          quotation system. Grantee shall not resell or distribute the Restricted Stock          after any Restricted Period except in compliance with such conditions as Spartan          may reasonably specify to ensure compliance with federal and state securities          laws. 

        6.                 TerminationofEmployment,DirectorshiporOfficerStatus.  If Grantee’s employment,          directorship and/or officer status (each as applicable) with Spartan or any of          its subsidiaries terminates for any reason other than for Death, Disability or          Retirement, such termination shall affect the Restricted Stock, and          Grantee’s rights with respect to the Restricted Stock, as set forth in the          Plan. If Grantee’s employment, directorship and/or officer status (each as          applicable) with Spartan or any of its subsidiaries terminates due to the first          to occur of Grantee’s Death, Disability or Retirement, then the          restrictions imposed on the Restricted Stock awarded pursuant to this Agreement          shall lapse effective as of such date of Death, Disability or Retirement. 

        7.                 EmploymentbySpartan.  To the extent Grantee is          or becomes an employee of Spartan or any of its subsidiaries, the award of          Restricted Stock under this Agreement shall not impose upon Spartan or any of          its subsidiaries any obligation to retain Grantee in its employ for any given          period or upon any specific terms of employment. Spartan or any of its          subsidiaries, as appropriate, may at any time dismiss Grantee from employment,          free from any liability or claim under the Plan or this Agreement, except as          otherwise expressly provided in any written agreement with Grantee. 

        8.                 ShareholderRights.  During the Restricted Period,          Grantee shall have all voting, dividend, liquidation, and other rights with          respect to the Restricted Stock held of record by Grantee as if Grantee held          unrestricted common stock; *provided, however,* that the unvested portion          of any Restricted Stock award shall be subject to any restrictions on          transferability or risks of forfeiture imposed pursuant to this Agreement or the          Plan. Any noncash dividends or distributions paid with respect to shares of          unvested Restricted Stock shall be subject to the same restrictions as the          shares to which such dividends or distributions relate. Any dividend payment          with respect to Restricted Stock and Restricted Stock Units shall be made no          later than the end of the calendar year in which the dividends are paid to          shareholders, or, if later, the 15th day of the third month following the date          the dividends are paid to shareholders. After the restrictions applicable to the          Restricted Stock lapse, Grantee shall have all shareholder rights, including the          right to transfer the shares, subject to such conditions as Spartan may          reasonably specify to ensure compliance with federal and state securities laws. 

        9.                 Withholding.  Spartan and its subsidiaries shall be entitled to          (a) withhold and deduct from Grantee’s future wages (or from other amounts          that may be due and owing to Grantee from Spartan and/or its subsidiaries), or          make other arrangements for the collection of, all legally required amounts          necessary to satisfy any and all federal, state, and local withholding and          employment-related tax requirements attributable to the Restricted Stock award          under this Agreement, including, without limitation, the award or vesting of, or          payments of dividends with respect to, the Restricted Stock; or (b) require          Grantee promptly to remit the amount of such withholding to Spartan before          taking any action with respect to the Restricted Stock. Unless the Committee          provides otherwise, Grantees who are employees may satisfy withholding          obligations by having shares to be received withheld. Non-employee Grantees may          not satisfy withholding obligations by withholding shares of stock to be          received or by delivery to Spartan of previously owned Common Stock. 

        10.                 EffectiveDate.  This Agreement shall be effective as of          the Date of Award. 

        11.                 Amendment.  This Agreement shall not be modified except in a          writing executed by the parties to this Agreement and except as Spartan, upon          advice of legal counsel, determines is necessary or advisable because of the          promulgation of, or change in or of the interpretation of, any law or          governmental rule or regulation, including without limitation, Section 409A          and any applicable federal or state securities laws. 

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        12.                 AgreementControls.  The Plan is incorporated in this          Agreement by reference. Capitalized terms not defined in this Agreement will          have those meanings provided in the Plan. In the event of any conflict between          the terms of this Agreement and the terms of the Plan, the provisions of this          Agreement will control as long as the provision of this Agreement does not          violate a limitation of the Plan or the law. If any provision of this Agreement          does violate a limitation of the Plan or the law, that limitation will control. 

        13.                 Governing Law.   This Agreement will be governed by, and          construed in accordance with, the internal laws of the State of Michigan,          without regard to conflict of law principles. Each party irrevocably submits to          the general jurisdiction of the state and federal courts located in the State of          Michigan in the counties of Kent and Eaton, in any action to interpret or          enforce this Agreement and irrevocably waives any objection to jurisdiction that          such party may have based on inconvenience of forum. 
SPARTAN MOTORS, INC.