EXHIBIT 10.08
WABASH NATIONAL CORPORATION
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 and in the attachment.
Grant Date: May 6 , 2002
--------------------
Name of Optionee: Xxxxxxx X. Xxxxxxx
------------------------------------
Optionee's Social Security Number:
Number of Shares Covered by Option: 250,000
Option Price per Share: $10.01 (fair market value)
Vesting Start Date: First day of employment with the Company
BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS
DESCRIBED IN THE ATTACHED AGREEMENT.
Optionee: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------------------
(Signature)
Company: /s/ Xxxx X. Xxxxxxx
-------------------------------------------------
(Signature)
Title: Director, Chairman of the Board
------------------------------------------------
Attachment
This is not a stock certificate or a negotiable instrument
WABASH NATIONAL CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT
NONQUALIFIED STOCK This option is not intended to be an incentive
OPTION stock option under Section 422 of the Internal
Revenue Code and 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 this Agreement.
Your right to purchase shares of Stock under this
option vests as to:
-- one-third (1/3) of the total number of shares
covered by this option, as shown on the cover sheet
(the "Option Shares"), on the first anniversary of
the Vesting Start Date ("Anniversary Date"),
provided you then continue in Service.
-- for each of the next two Anniversary Dates
thereafter that you remain in Service, the number
of shares of Stock which you may purchase under
this option shall vest at the rate of one-third
(1/3) of the Option Shares on the Anniversary Date.
Notwithstanding the vesting schedule set forth in
the preceding two subparagraphs, 100% of the Option
Shares shall become vested upon your termination by
the Company without cause (as defined in Section
4.2 of your Employment Agreement ("Cause")) or for
good reason (as defined in Section 4.3 of your
Employment Agreement ("Good Reason")) within 180
days following a change of control pursuant to
Section 5.4 of your employment agreement with the
Company dated April 12, 2002 (the "Employment
Agreement").
The 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. Unless otherwise provided in this
Agreement, your Restricted Stock Agreement, or the
Employment Agreement, no additional shares of Stock
will vest after your Service has terminated for any
reason.
For purposes of this Agreement, Service means
service with the Company as an employee, director
or consultant, or independent contractor.
2
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, permanent and total disability, a
termination by the Company for Cause or by the
Company without Cause, or a termination by you for
Good Reason, then your option will expire at the
close of business at Company headquarters on the
90th day after your termination date.
TERMINATION FOR If your Service is terminated for Cause, then you
CAUSE 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 thirty
six (36) months after the date of death. During
that thirty six 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 expire at the close of business at Company
headquarters on the date thirty six (36) months
after your termination date.
WITHOUT CAUSE OR FOR If your Service terminates because your employment
GOOD REASON with the Company is terminated by the Company
without Cause or because you terminate your
employment with the Company for Good Reason, then
your option will expire at the close of business at
Company headquarters on the date thirty six (36)
months after the date of such termination.
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
3
continued Service crediting, or when continued
Service crediting is required by applicable law.
However, your Service will be treated as
terminating 180 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 reasonable
discretion, which leaves count for this purpose,
and when your Service terminates for all purposes
under the Agreement.
NOTICE OF EXERCISE When you wish to exercise this option, you must
notify the Company by filing the proper "Notice of
Exercise" form at the address given on the form.
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 (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 for more than six 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) 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 may be due as a
result of the option exercise or sale of Stock
4
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 During your lifetime, only you (or, in the event of
your legal incapacity or incompetency, your
guardian or legal representative) may exercise the
option. You cannot transfer or assign this option.
For instance, you may not sell this option or use
it as security for a loan. If you attempt to do any
of these things, this option will immediately
become invalid. You may, however, dispose of this
option in your will or living trust or it may be
transferred upon your death by the laws of descent
and distribution.
Regardless of any marital property settlement
agreement, the Company is not obligated to honor a
notice of exercise from your spouse, nor is the
Company obligated to recognize your spouse's
interest in your option in any other way.
INVESTMENT If the sale of Stock under this Agreement is not
REPRESENTATION registered under the Securities Act, but an
exemption is available which requires an investment
or other representation, you shall represent and
agree at the time of exercise that the Stock being
acquired upon exercise of this option is being
acquired for investment, and not with a view to the
sale or distribution thereof, and shall make such
other representations as are deemed necessary or
appropriate by the Company and its counsel.
RETENTION RIGHTS Neither your option nor this Agreement give you the
right to be retained by the Company in any
capacity. The Company reserves the right to
terminate your Service pursuant to the Employment
Agreement.
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 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).
ADJUSTMENTS In the event of a stock split, 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) by the Board. 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.
5
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.
BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS
AND CONDITIONS DESCRIBED ABOVE.
6
