exv10w2



 





Exhibit 10.2




Option No.: _______




WABASH NATIONAL CORPORATION

2007 OMNIBUS INCENTIVE PLAN




NON-QUALIFIED 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.
Additional terms and conditions of the grant are set forth in this cover sheet and in the
attachment (collectively the “Agreement”), and in the Company’s 2007 Omnibus Incentive Plan (the
“Plan”).


Grant Date:                                         , 200___



Name of Optionee:                                                                
                                                         



Optionee’s Social Security Number: ______- ______- ____________



Number of Shares Covered by Option:                          



Option Price per Share: $_________.___



Vesting Start Date:                     , ___




     You agree to all of the terms and conditions described in this Agreement and in the Plan (a
copy of which has been made available to you and will be provided on request) unless you deliver a
notice in writing within 30 days of receipt of this award agreement to the [
] stating that you do not accept the terms and conditions described in this Agreement and in
the Plan. 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 with the
terms of the Plan. Certain capitalized terms used in this Agreement are defined in the Plan, and
have the meaning set forth in the Plan.



This is not a stock certificate or a negotiable instrument.




 









 








WABASH NATIONAL CORPORATION

2007 OMNIBUS INCENTIVE PLAN




NON-QUALIFIED STOCK OPTION AGREEMENT




	 	 	 
	Non-Qualified 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. Except as
otherwise provided in any employment agreement between
you and the Company with respect to the various
provisions for vesting and termination of this option,
this Agreement sets forth the terms and conditions of
this option.
	 
	 	 
	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 vested shares 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 the Stock under this Agreement vests as to:
	 
	 	 
	 

	 	- 
	 
	 	 
	 

	 	- 
	 
	 	 
	 

	 	Except as provided under Death or Disability and
Retirement below, no additional shares of Stock will
vest after your Service has terminated for any reason.
	 
	 	 
	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, Retirement, Disability or 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 Service terminates.
	 
	 	 
	Termination Without 

Cause

	 	If your Service is terminated without Cause, then your
vested options shall expire at the close of business 1
year 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.






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	Death or Disability

	 	If your Service terminates because of your death or
Disability, then your option will expire at the close of
business at Company headquarters on the date that is the
earlier of three (3) years from the date of termination
of Service and the 10th Anniversary of the
Grant Date, during which time period your estate or
heirs or you, as applicable, may exercise the vested
portion of your option. The unvested portion of your
option as of your date of termination as a result of
your death or Disability shall be forfeited, except that
the portion of the option that would have vested in the
calendar year of your retirement shall immediately vest
upon the termination of your service.
	 
	 	 
	 

	 	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 Cause), and a vested portion
of your option has not yet been exercised, then your
option will instead expire on the date that is the
earlier of three (3) years from your date after your
Service terminates and the 10th Anniversary
of the Grant Date. In such a case, during the period
following your death up to the date that is the earlier
of three (3) years from your date after your Service
terminates and the 10th Anniversary of the
Grant Date, your estate or heirs may exercise the vested
portion of your option.
	 
	 	 
	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 30 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.
	 
	 	 
	 

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

	 	If your Service terminates due to Normal Retirement,
defined as retirement at or after age 65 when you are in
at least your tenth (10th) year of service
with the Company, your option will 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.






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	 	If your Service terminates due to Early Retirement,
defined as retirement at age 55 through 64 when you are
in at least your fifth (5th) year of service
with the Company, your option will expire at the close
of business at Company headquarters on the date that is
the earlier of three (3) years from your date of
retirement and the day before the 10th
Anniversary of the Grant Date, as shown on the cover
sheet.
	 
	 	 
	 

	 	The unvested portion of your option as of your date of
retirement shall be forfeited, except that the portion
of the option that would have vested in the calendar
year of your retirement shall immediately vest upon your
retirement.
	 
	 	 
	Notice of Exercise

	 	When you wish to exercise this option, you must notify
the Company ’s designated agent in the manner and form
permitted by the designated agent. Your notice must
specify how many shares you wish to purchase (in a
parcel of at least 100 shares generally). Your notice
must also specify how your shares of Stock should be
registered (e.g. 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 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.
	 
	 	 
	 

	 	•     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






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	 	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. Subject to the prior approval
of the Company, which may be withheld by the Company, in
its sole discretion, you may elect to satisfy this
withholding obligation, in whole or in part, by causing
the Company to withhold shares of Stock otherwise
issuable to you or by delivering to the Company shares
of Stock already owned by you. The shares of Stock so
delivered or withheld must have an aggregate Fair Market
Value equal to the withholding obligation and may not be
subject to any repurchase, forfeiture, unfulfilled
vesting, or other similar requirements.
	 
	 	 
	Transfer of Option

	 	Except as provided in this Section, during your
lifetime, only you (or, in the event of your legal
incapacity or incompetency, your guardian or legal
representative) may exercise the option, and the option
shall not be assignable or transferable by you, other
than by designation of beneficiary, will or the laws of
descent and distribution. You may transfer all or part
of this option, not for value, to any Family Member,
provided that you provide prior written notice to the
Company, in a form satisfactory to the Company, of such
transfer. For the purpose of this section, a “not for
value” transfer is a transfer which is (i) a gift, (ii)
a transfer under a domestic relations order in
settlement of marital property rights, or (iii) a
transfer to an entity in which more than fifty percent
of the voting interests are owned by Family Members (or
you) in exchange for an interest in that entity.
Subsequent transfers of transferred options are
prohibited except to your Family Members in accordance
with this section or by will or the laws of descent and
distribution. The events of termination of the Service
this Agreement shall continue to be applied with respect
to you, following which the option shall be exercisable
by the transferee only to the extent, and for the
periods specified in herein.
	 
	 	 
	Retention Rights

	 	Neither your option nor this Agreement give 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)
reserves 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 (or an appropriate book
entry has been made). No adjustments are






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	 	made for
dividends or other rights if the applicable record date
occurs before your stock certificate is issued (or an
appropriate book entry has been made), except as
described in the Plan.
	 
	 	 
	Forfeiture of Rights

	 	If during your term of Service you should take actions
in competition with the Company, the Company shall have
the right to cause a forfeiture of your rights,
including, but not limited to, the right to cause: (i) a
forfeiture of any outstanding option, and (ii) with
respect to the period commencing twelve (12) months
prior to your termination of Service with the Company
and ending twelve (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 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. 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) 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 in accordance with
the terms of the Plan.
	 
	 	 
	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.
	 
	 	 
	 

	 	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.






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	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.
	 
	 	 
	 

	 	By accepting this option, 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-U.S.
resident Optionees, 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 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.







	 	 	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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