EXHIBIT 10.5
WABASH NATIONAL CORPORATION
2004 STOCK INCENTIVE PLAN
CEO AND PRESIDENT NONQUALIFIED 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 Incentive Plan (the "Plan").
Grant Date:_____________________________________________________________________
Name of Optionee:_______________________________________________________________
Optionee's Social Security Number: _____-____-_____ (please fill in)
Number of Shares Covered by Option:_____________________________________________
Option Price per Share: $___________________
Vesting Start Date:_____________________________________________________________
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 AVAILABLE ON REQUEST. YOU AGREE THAT THE PLAN WILL CONTROL IN THE EVENT ANY
PROVISION OF THIS AGREEMENT SHOULD APPEAR TO BE INCONSISTENT.
Optionee:_______________________________________________________________________
(Signature)
Company:________________________________________________________________________
(Signature)
Printed:________________________________________________________________
Title:__________________________________________________________________
Attachment
This is not a stock certificate or a negotiable instrument.
WABASH NATIONAL CORPORATION
2004 STOCK INCENTIVE PLAN
EXECUTIVE NONQUALIFIED STOCK OPTION AGREEMENT
NONQUALIFIED STOCK This option is not intended to be an incentive stock
OPTION option under Section 422 of the Internal Revenue
Code, and it will be interpreted accordingly.
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 purchase shares of Stock under this
option vests as to:
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Notwithstanding the vesting schedules set forth in
the preceding three subparagraphs, 100% of the Option
Shares shall become vested upon your termination by
the Company without cause (as defined in Section ___
of your Employment Agreement ("Cause")) or for good
reason (as defined in Section ___ of your Employment
Agreement ("Good Reason")) within 180 days following
a change of control pursuant to Section ___ of your
employment agreement with the Company dated
___________________ (the "Employment Agreement").
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 option.
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. Any and all unvested options are
forfeited as of your date of termination.
TERMINATION WITHOUT If your service is terminated by the Company without
CAUSE OR FOR GOOD REASON Cause or because you terminate your employment with
the Company for Good Reason, then your vested options
shall expire at the close of business thirty six (36)
months after your termination date. Any and all
unvested options are forfeited as of your date of
termination.
TERMINATION FOR CAUSE If your Service is terminated by the Company for
Cause, then you shall immediately forfeit all rights
to your option and the option shall immediately
expire.
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 36 months after
the date of death. During that 36 month period, your
estate or heirs may exercise the vested portion of
your option.
IN ADDITION, IF YOU DIE DURING THE 90 DAY PERIOD
DESCRIBED IN CONNECTION WITH ANY TERMINATION OF YOUR
EMPLOYMENT OTHER THAN FOR CAUSE, AND A VESTED PORTION
OF YOUR OPTION HAS NOT YET BEEN EXERCISED, THEN YOUR
OPTION WILL INSTEAD EXPIRE ON THE DATE THIRTY SIX
(36) MONTHS AFTER YOUR TERMINATION DATE. IN SUCH A
CASE, DURING THE PERIOD FOLLOWING YOUR DEATH UP TO
THE DATE THIRTY SIX (36) MONTHS AFTER YOUR
TERMINATION DATE, YOUR ESTATE OR HEIRS MAY EXERCISE
THE VESTED PORTION OF YOUR OPTION.
DISABILITY If your Service terminates because of your permanent
and total disability, then your option will continue
to vest as if your Service had not terminated and
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.
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.
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, or Early
Retirement, defined as retirement at age 55 through
64 with at least three (3) years 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 10th Anniversary of the Grant
Date, as shown on the cover sheet. Any and all
unvested options as of your date of retirement are
forfeited.
NOTICE OF EXERCISE When you wish to exercise this option, you must
notify the Company's designated agent filing in the
manner and form permitted by the designated agent.
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 (6) 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.
- By delivery (on a form prescribed by the Company or
the designated agent) 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 (if
approved in advance by the Compensation Committee of
the Board if you are either an executive officer or a
director of the Company).
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.
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 this 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 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)
reserves the right to terminate your Service at any
time and for any reason.
SHAREHOLDER RIGHTS You, or your designated beneficiary, 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 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 The Company at any time shall have the right to cause
a forfeiture of your rights on account of you taking
actions in competition with the Company. 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 any interest in, operates,
joins, controls or participates as a partner,
director, principal, officer, or agent of, enters
into the employment
of, acts as a consultant to, or performs any services
for, any entity which has material operations which
compete with any business in which the Company or any
of its Subsidiaries is engaged during your employment
with the Company or any of its Affiliates or at the
time of your termination of Service.
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 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. Certain capitalized terms
used in this Agreement, unless otherwise defined
herein, are defined in the Plan, and have the meaning
set forth in the Plan.
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.
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 The Company may choose to deliver certain statutory
DELIVERY 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.
