exv10w27



 






Exhibit 10.27




WABASH NATIONAL CORPORATION

2004 STOCK INCENTIVE PLAN




STOCK OPTION AGREEMENT




      Wabash National Corporation, a Delaware corporation (the “Company”), hereby grants an option
to purchase shares of its common stock, $.01 par value (the “Stock”), to the optionee named below.
The terms and conditions of the option are set forth in this cover sheet, in the attachment and in
the Company’s 2004 Stock Option and Incentive Plan (the “Plan”).



Grant Date: March 7, 2005



Name of Optionee: William P. Greubel



Optionee’s Social Security Number:                      -                      -                      



Number of Shares Covered by Option: 25,360



Option Price per Share: $26.93



           Vesting Start Date: March 7, 2005



      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.



	 	 	 	 	 
	Optionee:
	 	/s/ William P. Greubel
	 
	 	

	

	 	 	 	(Signature)
	 
	 	 	 	 
	Company:
	 	/s/ Cynthia J. Kretz
	 
	 	

	

	 	 	 	(Signature)
	 
	 	 	 	 
	

	 	Title:
	 	Vice President, General Counsel and Corporate Secretary


	Attachment
	 	 	 	 






           This is not a stock certificate or a negotiable instrument.



 








 





WABASH NATIONAL CORPORATION

2004 STOCK OPTION AND INCENTIVE PLAN

STOCK OPTION AGREEMENT




	 	 	 
	Vesting

	 	This option is only exercisable before it expires and
then only with respect to the vested portion of the
option. Subject to the preceding sentence, you may
exercise this option, in whole or in part, to purchase a
whole number of not less than 100 shares, unless the
number of shares purchased is the total number available
for purchase under the option, by following the
procedures set forth in the Plan and below in this
Agreement.
	 
	 	 
	

	 	Your right to purchase shares of Stock under this option
vests as to:
	 
	 	 
	

	 	— one-third (1/3) of the total number of shares
covered by this option, as shown on the cover sheet (the
“Option Shares”), on the first anniversary of the
Vesting Start Date (“Anniversary Date”), provided you
then continue in Service.
	 
	 	 
	

	 	— provided you then continue in Service, one-third
(1/3) of the Option Shares shall vest on the second
Anniversary Date and one-third (1/3) shall vest on the
third Anniversary Date.
	 
	 	 
	Term

	 	Your option will expire in any event at the close of
business at Company headquarters on the day before the
10th anniversary of the Grant Date, as shown on the
cover sheet. Your option will expire earlier if your
Service terminates, as described below.
	 
	 	 
	Regular Termination

	 	If your Service terminates for any reason, other than
death, Disability, Retirement, a Change in Control, or
Termination by the Company with or without Cause, then
your option will expire at the close of business at
Company headquarters on the 90th day after
your termination date.
	 
	 	 
	Termination for

Cause

	 	If your Service is terminated for Cause, then you shall
immediately forfeit all rights to your option and the
option shall immediately expire.
	 
	 	 
	Termination Without

Cause

	 	If your Service is terminated by the Company without
Cause, then your vested options shall expire at the
close of business one (1) year after your termination
date. Any and all unvested options are forfeited as of
your date of termination.
	 
	 	 
	Death

	 	If your Service terminates because of your death, then
your option will expire at the close of business at
Company headquarters on the date three (3) years after
the date of death. During that 3-year period, your
estate or heirs may exercise the






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	 	vested portion of your
option. In addition, if you die during the 90-day period
described in connection with a regular termination
(i.e., a termination of your Service not on account of
your death, Disability or Termination by the Company
with or without Cause ) or during the one (1) year
period described in connection with a Termination
Without Cause, and a vested portion of your option has
not yet been exercised, then your option will instead
expire on the date 3 years after your termination date.
In such a case, during the period following your death
up to the date 3 years after your termination date, your
estate or heirs may exercise the vested portion of your
option.
	 
	 	 
	Disability

	 	If your Service terminates because of your Disability,
then your option will continue to vest as if your
Service had not terminated and expire at the close of
business at Company headquarters on the day before the
10th anniversary of the Grant Date, as shown on the
cover sheet.
	 
	 	 
	Retirement

	 	For the purpose of this Agreement, “Retirement” means
your termination of Service on or after July 1, 2007, if
such termination is approved by the Compensation
Committee (both as to timing and associated conditions)
as a Retirement.
	 
	 	 
	

	 	If your Service terminates due to Retirement and you
comply with any non-competition and non-solicitation
agreements imposed by the Compensation Committee for the
three year period following your Retirement, your option
will continue to vest as if your Service during such
period had not terminated and your option will expire at
the close of business at Company headquarters on the
date that is the earlier of five (5) years from your
date of your Retirement and the 10th anniversary of the
Grant Date, as shown on the cover sheet. Vesting of
your option shall cease, and your option shall
immediately expire, if you fail to comply with the
non-competition and non-solicitation agreements imposed
by the Compensation Committee during the three year
period following Retirement.
	 
	 	 
	Leaves of Absence

	 	For purposes of this option, your Service does not
terminate when you go on a bona fide employee leave of
absence that was approved by the Company in writing, if
the terms of the leave provide for continued Service
crediting, or when continued Service crediting is
required by applicable law. However, your Service will
be treated as terminating 90 days after you went on
employee leave, unless your right to return to active
work is guaranteed by law or by a contract. Your
Service terminates in any event when the approved leave
ends unless you immediately return to active employee
work.






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	 	The Company determines, in its sole discretion, which
leaves count for this purpose, and when your Service
terminates for all purposes under the Plan.
	 
	 	 
	Notice of Exercise

	 	When you wish to exercise this option, you must notify
the Company by filing the proper “Notice of Exercise”
form at the address given on the form. Your notice must
specify how many shares you wish to purchase (in an
amount of at least 100 shares generally, as explained
above). Your notice must also specify how your shares
of Stock should be registered (in your name only or in
your and your spouse’s names as joint tenants with right
of survivorship). The notice will be effective when it
is received by the Company.
	 
	 	 
	

	 	If someone else wants to exercise this option after your
death, that person must prove to the Company’s
satisfaction that he or she is entitled to do so.
	 
	 	 
	Form of Payment

	 	When you submit your Notice of Exercise, you must
include payment of the option price for the shares you
are purchasing. Payment may be made in one (or a
combination) of the following forms:







	 	•  	Cash, your personal check, a cashier’s check, a money order or another cash equivalent acceptable to the Company.
	 
	 	•  	Shares of Stock which have already been owned by you for more than six months and which are surrendered
to the Company. The value of the shares, determined as
of the effective date of the option exercise, will be
applied to the option price.
	 
	 	•  	To the extent a public market for the Stock
exists as determined by the Company, by delivery (on a
form prescribed by the Company) of an irrevocable
direction to a licensed securities broker acceptable to
the Company to sell Stock and to deliver all or part of
the sale proceeds to the Company in payment of the
aggregate option price and any withholding taxes.





	 	 	 
	Withholding Taxes

	 	You will not be allowed to exercise this option unless
you make acceptable arrangements to pay any withholding
or other taxes that may be due as a result of the option
exercise or sale of Stock acquired under this option.
In the event that the Company determines that any
federal, state, local or foreign tax or withholding
payment is required relating to the exercise or sale of
shares arising from this grant, the Company shall have
the right to require such payments from you, or withhold
such amounts from other payments due to you from the
Company or any Affiliate.






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	Transfer of Option

	 	During your lifetime, only you (or, in the event of your
legal incapacity or incompetency, your guardian or legal
representative) may exercise the option. You cannot
transfer or assign this option. For instance, you may
not sell this option or use it as security for a loan.
If you attempt to do any of these things, this option
will immediately become invalid. You may, however,
dispose of this option in your will or it may be
transferred upon your death by the laws of descent and
distribution.
	 
	 	 
	

	 	Regardless of any marital property settlement agreement,
the Company is not obligated to honor a notice of
exercise from your spouse, nor is the Company obligated
to recognize your spouse’s interest in your option in
any other way.
	 
	 	 
	Retention Rights

	 	Neither your option nor this Agreement gives you the
right to be retained by the Company (or any Parent,
Subsidiaries or Affiliates) in any capacity. The
Company (and any Parent, Subsidiaries or Affiliates)
reserve the right to terminate your Service at any time
and for any reason.
	 
	 	 
	Shareholder Rights

	 	You, or your estate or heirs, have no rights as a
shareholder of the Company until a certificate for your
option’s shares has been issued. No adjustments are
made for dividends or other rights if the applicable
record date occurs before your stock certificate is
issued, except as described in the Plan.
	 
	 	 
	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 rights under your option and this
Agreement, including, but not limited to, the right to
cause: (i) a forfeiture of any outstanding option, and
(ii) with respect to the period commencing 12 months
before your termination of Service with the Company and
ending 12 months following such termination of Service
(A) a forfeiture of any gain recognized by you upon the
exercise of an option or (B) a forfeiture of any Stock
acquired by you upon the exercise of an option (but the
Company will pay you the option price without interest).
Unless otherwise specified in an employment or other
agreement between the Company and you, you will be
deemed to have taken 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






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	 	during your employment or other relationship with the Company or its
Affiliates or at the time of your termination of
Service. Under the prior sentence, ownership of less
than 1% of the securities of a public company shall not
be treated as an action in competition with the Company.
	 
	 	 
	Adjustments

	 	In the event of a stock split, a stock dividend or a
similar change in the Stock, the number of shares
covered by this option and the option price per share
shall be adjusted (and rounded down to the nearest whole
number) if required pursuant to the Plan. Your option
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 Delaware, 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
re defined in the Plan, and have the meaning set forth in
the Plan.
	 
	 	 
	Nonqualified Stock

Option

	 	This option is not intended to be an incentive stock
option under Section 422 of the Internal Revenue Code
and will be interpreted accordingly.
	 
	 	 
	Consent to Delivery

	 	The Company may choose to deliver certain statutory
materials relating to the Plan in electronic form. By
accepting this option 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, the Company would be
pleased to provide copies. Please contact the Company’s
Human Resources Department to request paper copies of
these documents
	 
	 	 
	

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






	 	 	 
	

	 	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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