EXHIBIT 10.13
RUSH ENTERPRISES, INC.
2007 LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
FOR EMPLOYEES
(Time Vesting - Graded)
THIS RESTRICTED STOCK AGREEMENT (this "Agreement") is made as of March 14, 2008
by and between Rush Enterprises, Inc. (the "Company") and
("Employee").
1.
GRANT OF RESTRICTED SHARES.
PURSUANT TO THE RUSH
ENTERPRISES, INC. 2007 LONG-TERM INCENTIVE PLAN (THE "PLAN") EMPLOYEE IS HEREBY
AWARDED
SHARES (THE "RESTRICTED SHARES") OF COMMON STOCK.
ALL OF THE RESTRICTED SHARES SHALL BE SUBJECT TO THE PROHIBITION ON THE TRANSFER
OF THE RESTRICTED SHARES AND THE OBLIGATIONS TO FORFEIT THE RESTRICTED SHARES TO
THE COMPANY AS SET FORTH IN SECTION 3 OF THIS AGREEMENT ("FORFEITURE
RESTRICTIONS").
2.
EFFECT OF THE PLAN.
THE RESTRICTED SHARES AWARDED TO EMPLOYEE
ARE SUBJECT TO ALL OF THE TERMS AND CONDITIONS OF THE PLAN, WHICH TERMS AND
CONDITIONS ARE INCORPORATED HEREIN FOR ALL PURPOSES, AND OF THIS AGREEMENT
TOGETHER WITH ALL RULES AND DETERMINATIONS FROM TIME TO TIME ISSUED BY THE
COMMITTEE AND BY THE BOARD PURSUANT TO THE PLAN.
THE COMPANY HEREBY RESERVES
THE RIGHT TO AMEND, MODIFY, RESTATE, SUPPLEMENT OR TERMINATE THE PLAN WITHOUT
THE CONSENT OF EMPLOYEE, SO LONG AS SUCH AMENDMENT, MODIFICATION, RESTATEMENT OR
SUPPLEMENT SHALL NOT MATERIALLY REDUCE THE RIGHTS AND BENEFITS AVAILABLE TO
EMPLOYEE HEREUNDER, AND THIS AWARD SHALL BE SUBJECT, WITHOUT FURTHER ACTION BY
THE COMPANY OR EMPLOYEE, TO SUCH AMENDMENT, MODIFICATION, RESTATEMENT OR
SUPPLEMENT UNLESS PROVIDED OTHERWISE THEREIN.
CAPITALIZED TERMS USED BUT NOT
DEFINED IN THIS AGREEMENT SHALL HAVE THE MEANINGS ASCRIBED TO SUCH TERMS IN THE
PLAN.
3.
RESTRICTIONS.
EMPLOYEE HEREBY ACCEPTS THE AWARD OF THE
RESTRICTED SHARES AND AGREES WITH RESPECT THERETO AS FOLLOWS:
(A)
NO TRANSFER.
UNLESS OTHERWISE DETERMINED BY THE COMMITTEE AND
PROVIDED IN THIS AGREEMENT OR THE PLAN, THE RESTRICTED SHARES SHALL NOT BE SOLD,
ASSIGNED, PLEDGED, EXCHANGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT BY
WILL OR THE LAWS OF DECENT AND DISTRIBUTION.
THE FORFEITURE RESTRICTIONS SHALL
BE BINDING UPON AND ENFORCEABLE AGAINST ANY PERMITTED TRANSFEREE OF THE
RESTRICTED SHARES.
THE COMPANY SHALL NOT BE REQUIRED (I) TO TRANSFER ON ITS
BOOKS ANY RESTRICTED SHARES THAT HAVE BEEN SOLD OR OTHERWISE TRANSFERRED IN
VIOLATION OF ANY OF THE PROVISIONS OF THIS AGREEMENT OR THE PLAN, OR (II) TO
TREAT AS OWNER OF SUCH RESTRICTED SHARES, OR ACCORD THE RIGHT TO VOTE OR PAY OR
DELIVER DIVIDENDS OR OTHER DISTRIBUTIONS TO, ANY PURCHASER OR OTHER TRANSFEREE
TO WHOM OR WHICH SUCH RESTRICTED SHARES SHALL HAVE BEEN SO TRANSFERRED IN
VIOLATION OF ANY OF THE PROVISIONS OF THIS AGREEMENT OR THE PLAN.
(B)
MANDATORY MEDIATION AND ARBITRATION PROCEDURE. BY EXECUTION OF
THIS AGREEMENT AND ACCEPTANCE OF THIS AWARD, WHICH IS A VOLUNTARY BENEFIT
PROVIDED TO THE EMPLOYEE
BY THE COMPANY, THE EMPLOYEE WAIVES THE EMPLOYEE'S RIGHT TO A JURY TRIAL IN
STATE OR FEDERAL COURT AND AGREES THAT DISPUTES ARISING UNDER THIS AGREEMENT
MUST FIRST BE SUBMITTED FOR NON-BINDING MEDIATION BEFORE A NEUTRAL THIRD PARTY.
ANY SUCH MEDIATION SHALL BE CONDUCTED AND ADMINISTERED BY THE AMERICAN
ARBITRATION ASSOCIATION ("AAA") PURSUANT TO