Exhibit 4.4


RUSH ENTERPRISES, INC.


2006 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


STOCK OPTION AGREEMENT


Under the terms and
conditions of the Rush Enterprises, Inc. 2006 Non-Employee Director Stock
Option Plan (the “Plan”), a copy of which is incorporated in this Stock Option
Agreement (this “Agreement”) by reference, Rush Enterprises, Inc. (the “Company”)
grants to                  (the
“Optionee”) the option (the “Option”) to purchase               
shares of the Company’s Class A Common Stock, $.01 par value (“Class A Common
Stock”), at the exercise price of $                          per
share, subject to adjustment as provided in the Plan.  Capitalized terms not otherwise defined in
this Agreement will have the meanings assigned to such terms in the Plan.


This Option shall be for a
term of ten years commencing on the date that the grant of this Option was
approved by the Committee (such date being indicated below) (the “Grant Date”),
unless this Option is terminated earlier by reason of the Optionee ceasing to
be a director as provided in the Plan.


Each Option shall be fully
exercisable as of the Grant Date.


This Option may be exercised
as set forth above, unless exercise within six months of the Grant Date would
violate securities laws, in which case the Option may not be exercised until
such time as it may be exercised legally.


This Option is a
non-qualified stock option which is not intended to be governed by Section 422
of the Internal Revenue Code of 1986, as amended.


If all or any portion of the
Option granted hereby is exercised subsequent to any stock dividend, stock
split, recapitalization, combination, exchange of shares, merger,
consolidation, liquidation, split-up, split-off, spin-off or
other similar change in capitalization, or any distribution to shareholders,
including a rights offering, other than regular cash dividends, changes in the
outstanding stock of the Company by reason of any increase or decrease in the
number of issued shares of Class A Common Stock resulting from a split-up
or consolidation of shares or any similar capital adjustment or the payment of
any stock dividend, any share repurchase at a price in excess of the market
price (as determined by the Committee) of the Class A Common Stock at the time
such repurchase is announced or other increase or decrease in the number of
such shares, the Committee shall make appropriate adjustment in the purchase
price paid upon exercise of the Option and the aggregate number and kind of
shares or other securities or property issuable upon any such exercise as the
Committee shall, in its sole discretion, determine; provided, however, that no
such adjustment shall increase the aggregate value of the Option.  In the event of any adjustment in the number
of shares covered by the Option, any fractional shares resulting from such
adjustment shall be disregarded and the Option shall cover only the number of
full shares resulting from such adjustment.









 



The Optionee in accepting
this Option accepts and agrees to be bound by all the terms and conditions of
this Agreement and of the Plan.


Granted the         day
of                 ,
20      .


	
  

  	
  RUSH ENTERPRISES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED as of the Grant Date.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Optionee