exv10w26



 




Exhibit 10.26





WABASH NATIONAL CORPORATION

2004 STOCK INCENTIVE PLAN




STOCK UNIT AGREEMENT




      Wabash National Corporation, a Delaware corporation (the “Company”), hereby grants stock units
relating to shares of its common stock, $.01 par value (the “Stock”), to the individual named below
as the Grantee. The terms and conditions of the grant are set forth in this Agreement and in the
Wabash National Corporation 2004 Stock Incentive Plan (the “Plan”).



Grant Date: March 7, 2005



Name of Grantee: William P. Greubel



Grantee’s Social Security Number:                      -                     -                     



Number of Shares of Stock Covered by Grant: 25,110



Purchase Price per Share of Stock: $0.01



           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.



	 	 	 
	Grantee:

	 	/s/ William P. Greubel


          
                       (Signature)
	 
	 	 
	Company:

	 	/s/ Cynthia J. Kretz


          
                       (Signature)
	 
	 	 
	

	 	Title: Vice President, General Counsel and Secretary                         
	 
	 	 
	Attachment
	 	 






            This is not a stock certificate or a negotiable instrument.



 








 





WABASH NATIONAL CORPORATION

2004 STOCK INCENTIVE PLAN

STOCK UNIT AGREEMENT




	 	 	 
	Stock Unit/ Transferability

	 	This grant is an award of stock units in
the number of units set forth on the cover
sheet, subject to the vesting conditions
described below (“Stock Units”). Your
Stock Units may not be transferred,
assigned, pledged or hypothecated, whether
by operation of law or otherwise, nor may
the Stock Units be made subject to
execution, attachment or similar process.
The purchase price for the Stock Units is
deemed paid by your services to the
Company.
	 
	 	 
	Vesting

	 	Your Stock Unit grant shall vest as to:
	 
	 	 
	

	 	— one-third (1/3) of the total number of
Stock Units covered by this grant, as
shown on the cover sheet, on the third
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 Stock Units shall
vest on the fourth and fifth Anniversary
Date.
	 
	 	 
	

	 	The resulting aggregate number of vested
shares will be rounded to the nearest
whole number, and you cannot vest in more
than the number of shares covered by this
grant.
	 
	 	 
	

	 	If your Service terminates for any reason,
other than Retirement, you will forfeit
any Stock Units in which you have not yet
become vested. 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 are subject to, and
comply with, any non-competition and
non-solicitation agreements imposed by the
Compensation Committee, your Stock Units
will continue to vest for the three year
period following your Retirement (or, if
earlier, until the Stock Units are fully
vested). If you fail to comply with such
non-competition and non-solicitation
agreements, vesting of your Stock Units
will cease and you will forfeit any
unvested Stock Units.
	 
	 	 
	Delivery of Stock Pursuant to

	 	A certificate for the shares of Stock
represented by your Stock Unit Agreement
shall be delivered to you, or to your






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	Units

	 	eligible beneficiary or your estate when
the Stock Units are fully vested, if such
Stock Units become fully vested prior to
your Retirement. If the Stock Units are
not fully vested at the time of your
Retirement, a certificate for the shares
of Stock represented by your Stock Unit
Agreement, to the extent vested, shall be
delivered to you, or to your eligible
beneficiary or your estate on the third
anniversary of your Retirement; provided,
that, if your Service terminates for a
reason other than for Cause prior to your
Retirement, you will instead be delivered
a certificate for the vested portion of
the shares of Stock represented by your
Stock Unit Agreement. If your Service
terminates for Cause, you shall forfeit of
all of your Stock Units.
	 
	 	 
	

	 	Notwithstanding the preceding paragraph:
	 
	 	 






	 	•  	If you are a “key employee” within
the meaning of Section 409A of the Code
and shares would otherwise be delivered to
you on account of your separation from
Service, then such shares shall not be
delivered to you until six months after
your separation from Service; and
	 
	 	•  	If the shares relating to the
vested Stock Units would otherwise be
delivered 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 related to the vested Stock Units
will be delayed until no earlier than the
first date on which you are no longer
prohibited from selling shares of Stock
due to a lock-up agreement or insider
trading plan restriction.





	 	 	 
	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 Stock
Units or your acquisition of Stock 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 this grant, the
Company will have the right to: (i)
require that you arrange such payments to
the Company, (ii) withhold such amounts
from other payments due to you from the
Company or any Affiliate, or (iii) cause
an immediate forfeiture of shares of Stock
subject to the Stock Units granted
pursuant to this Agreement in an amount
equal to the withholding or other taxes
due.






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	Retention Rights

	 	This Agreement does not give you the right
to be retained or employed by the Company
(or any Affiliates) in any capacity.
	 
	 	 
	Shareholder Rights

	 	You do not have any of the rights of a
shareholder with respect to the Stock
Units unless and until the Stock relating
to the Stock Units has been delivered to
you. You will, however, be entitled to
receive, upon the Company’s payment of a
cash dividend on outstanding Stock, a cash
payment for each Stock Unit that you hold
as of the record date for such dividend
equal to the per-share dividend paid on
the Stock.
	 
	 	 
	Adjustments

	 	In the event of a stock split, a stock
dividend or a similar change in the
Company stock, the number of Stock Units
covered by this grant will be adjusted
(and rounded down to the nearest whole
number) in accordance with the terms of
the Plan.
	 
	 	 
	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.
	 
	 	 
	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
Company’s Human Resources Department to
request paper copies of these documents.
	 
	 	 
	The Plan

	 	The text of the Plan is incorporated in
this Agreement by reference. This
Agreement and the Plan constitute the
entire understanding between you and the
Company regarding this grant of Stock
Units. Any prior agreements, commitments
or negotiations concerning this grant are
superseded. The Plan will control in the
event any provision of this Agreement
should appear to be inconsistent with the
terms of the Plan.






      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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