exv10w3



 





Exhibit 10.3




Grant No.: _____




WABASH NATIONAL CORPORATION

2007 OMNIBUS INCENTIVE PLAN




RESTRICTED STOCK AGREEMENT



Wabash National Corporation, a Delaware corporation (the “Company”), hereby grants shares of its
common stock, $.01 par value (the “Stock”), to the Grantee named below, subject to the vesting
conditions set forth in the attachment. 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:                     ___,                     



Name of Grantee:                                                             



Grantee’s Social Security Number:                     



Number of Shares of Stock Covered by Grant:                     



Purchase Price per Share of Stock: $___.___



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




RESTRICTED STOCK AGREEMENT




	 	 	 
	Restricted Stock

	 	This grant is an award of Stock in the number
of shares set forth on the cover sheet, at the
purchase price set forth on the cover sheet,
and subject to the vesting conditions
described below (“Restricted Stock”). The
purchase price is deemed paid by your services
to the Company. 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
award, this Agreement sets forth the terms and
conditions of this award.
	 
	 	 
	Nontransferability

	 	To the extent not yet vested, your Restricted
Stock may not be transferred, assigned,
pledged or hypothecated, whether by operation
of law or otherwise, nor may the Restricted
Stock be made subject to execution, attachment
or similar process.
	 
	 	 
	Vesting

	 	The Company will issue your Restricted Stock
in your name as of the Grant Date.
	 
	 	 
	 

	 	Your right to the Stock under this Restricted
Stock Agreement vests as to:
	 
	 	 
	 

	 	- 
	 
	 	 
	 

	 	- 
	 
	 	 
	 

	 	, provided you then continue in Service.

	 
	 	 
	 

	 	
If, however, such vesting would occur 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),
vesting in such shares of Stock will be
delayed until 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. The resulting
aggregate number of vested shares of Stock
will be rounded down to the nearest whole
number, and you cannot vest in more than the
number of shares covered by this grant.






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	 	No additional shares of Stock will vest after
your Service has terminated for any reason,
except as provided below under Retirement,
Death or Disability.
	 
	 	 
	Forfeiture of Unvested
Stock

	 	In the event that your Service terminates for
any reason other than Retirement, you will
forfeit to the Company all of the shares of
Stock subject to this grant that have not yet
vested or with respect to which all applicable
restrictions and conditions have not lapsed.
	 
	 	 
	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, Death or 

Disability

	 	If your Service terminates due to your
retirement at or after age 55, your death or
Disability, then the unvested portion of your
shares of stock subject to this grant as of
your date of retirement shall be forfeited,
except that the portion of your unvested
shares of stock subject to this grant that
would have vested in the calendar year of your
retirement, death or Disability shall
immediately vest upon your retirement.
	 
	 	 
	Issuance

	 	The issuance of the Stock under this grant
shall be evidenced in such a manner as the
Company, in its discretion, will deem
appropriate, including, without limitation,
book-entry, registration or issuance of one or
more Stock certificates, with any unvested
Restricted Stock bearing a legend with the
appropriate restrictions imposed by this
Agreement. As your interest in the Stock
vests as described above, the recordation of
the number of shares of Restricted Stock
attributable to you will be appropriately
modified.
	 
	 	 
	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 the payment of dividends or the
vesting of Stock acquired under this grant.
In the event that the






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	 	Company determines that
any federal, state, or local tax or
withholding payment is required relating to
the payment of dividends or the vesting 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.
	 
	 	 
	Section 83(b)
Election

	 	Under Section 83 of the Internal Revenue Code
of 1986, as amended (the “Code”), the
difference between the purchase price paid for
the shares of Stock and their Fair Market
Value on the date any forfeiture restrictions
applicable to such shares lapse will be
reportable as ordinary income at that time.
For this purpose, “forfeiture restrictions”
include the forfeiture as to unvested Stock
described above. You may elect to be taxed at
the time the shares are acquired, rather than
when such shares cease to be subject to such
forfeiture restrictions, by filing an election
under Section 83(b) of the Code with the
Internal Revenue Service within thirty (30)
days after the Grant Date. You will have to
make a tax payment to the extent the purchase
price is less than the Fair Market Value of
the shares on the Grant Date. No tax payment
will have to be made to the extent the
purchase price is at least equal to the Fair
Market Value of the shares on the Grant Date.
The form for making this election is attached
as Exhibit A hereto. Failure to make this
filing within the thirty (30) day period will
result in the recognition of ordinary income
by you (in the event the Fair Market Value of
the shares as of the vesting date exceeds the
purchase price) as the forfeiture restrictions
lapse.


YOU ACKNOWLEDGE THAT IT IS YOUR SOLE
RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE
A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF
YOU REQUEST THE COMPANY OR ITS REPRESENTATIVES
TO MAKE THIS FILING ON YOUR BEHALF. YOU ARE
RELYING SOLELY ON YOUR OWN ADVISORS WITH
RESPECT TO THE DECISION AS TO WHETHER OR NOT
TO FILE ANY 83(b) ELECTION.






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	Retention Rights

	 	Neither your award 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) reserve the right
to terminate your Service at any time and for
any reason.
	 
	 	 
	Shareholder Rights

	 	You have the right to vote the Restricted
Stock and to receive any dividends declared or
paid on such stock. Any distributions you
receive as a result of any stock split, stock
dividend, combination of shares or other
similar transaction shall be deemed to be a
part of the Restricted Stock and subject to
the same conditions and restrictions
applicable thereto. The Company may in its
sole discretion require any dividends paid on
the Restricted Stock to be reinvested in
shares of Stock, which the Company may in its
sole discretion deem to be a part of the
shares of Restricted Stock and subject to the
same conditions and restrictions applicable
thereto. Except as described in the Plan, no
adjustments are made for dividends if the
applicable record date occurs before your
stock certificate is issued.
	 
	 	 
	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 unvested Restricted Stock,
and with respect to those shares of Restricted
Stock vesting during the period commencing
twelve (12) months prior to your termination
of Service with the Company due to taking
actions in competition with the Company, the
right to cause a forfeiture of those vested
shares of Stock.
	 
	 	 
	 

	 	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.






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	Adjustments

	 	In the event of a stock split, a stock
dividend or a similar change in the Company
Stock, the number of shares covered by this
grant shall be adjusted (and rounded down to
the nearest whole number) pursuant to the
Plan. Your Restricted Stock 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.
	 
	 	 
	Legends

	 	All certificates representing the Stock issued
in connection with this grant shall, where
applicable, have endorsed thereon the
following legend:
	 
	 	 
	 

	 	“THE SHARES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO CERTAIN RESTRICTIONS ON
TRANSFER SET FORTH IN AN AGREEMENT BETWEEN THE
COMPANY AND THE REGISTERED HOLDER, OR HIS OR
HER PREDECESSOR IN INTEREST. A COPY OF SUCH
AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE
OF THE COMPANY AND WILL BE FURNISHED UPON
WRITTEN REQUEST TO THE SECRETARY OF THE
COMPANY BY THE HOLDER OF RECORD OF THE SHARES
REPRESENTED BY THIS CERTIFICATE.”

	 
	 	 
	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.
	 
	 	 
	 

	 	This Agreement and the Plan constitute the
entire understanding between you and the
Company regarding this grant of Restricted
Stock. Any prior agreements, commitments or
negotiations concerning this grant are
superseded.
	 
	 	 
	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 grant, you give explicit
consent to the






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	 	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 Grantees, 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 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 [     ] at [     ]
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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EXHIBIT A 




ELECTION UNDER SECTION 83(b) OF

THE INTERNAL REVENUE CODE




     The undersigned hereby makes an election pursuant to Section 83(b) of the Internal Revenue
Code with respect to the property described below and supplies the following information in
accordance with the regulations promulgated thereunder:



	 	 	 		 	 	 
	 	 	1. The name, address and social security number of the undersigned:
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Address: 	 	 	 	 
	 	 	 	 
	 

	 
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	 	 	Social Security No. :	 	 
	 

	 	 	 	 	 	 





     2. Description of property with respect to which the election is being made:



                         shares of common stock, par value $.01 per share, Wabash National Corporation,
a Delaware corporation, (the “Company”).



     3. The date on which the property was transferred is                      ___, 200_.



     4. The taxable year to which this election relates is calendar year 200_.



     5. Nature of restrictions to which the property is subject:




     The shares of stock are subject to the provisions of a Restricted Stock Agreement
between the undersigned and the Company. The shares of stock are subject to forfeiture
under the terms of the Agreement.



     6. The fair market value of the property at the time of transfer (determined without regard to
any lapse restriction) was $                     per share, for a total of $                    .



     7. The amount paid by taxpayer for the property was $                    .



     8. A copy of this statement has been furnished to the Company.



Dated:                     , 2007




	 	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	Taxpayer’s Signature
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	Taxpayer’s Printed Name






 









 






PROCEDURES FOR MAKING ELECTION

UNDER INTERNAL REVENUE CODE SECTION 83(b)




          The following procedures must be followed with respect to the attached form for making an
election under Internal Revenue Code section 83(b) in order for the election to be
effective:1




          1. You must file one copy of the completed election form with the IRS Service Center where you
file your federal income tax returns within 30 days after the Grant Date of your Restricted
Stock.




          2. At the same time you file the election form with the IRS, you must also give a copy of the
election form to the Secretary of the Company.




          3. You must file another copy of the election form with your federal income tax return
(generally, Form 1040) for the taxable year in which the stock is transferred to you.






 




			
	1	 	 Whether or not to make the election is your
decision and may create tax consequences for you. You are advised to consult
your tax advisor if you are unsure whether or not to make the election.