EXHIBIT 10.3
WABASH NATIONAL CORPORATION
2004 STOCK INCENTIVE PLAN
CEO AND PRESIDENT 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, in the attachment and in the Company's 2004 Stock Incentive Plan
(the "Plan").
Grant Date:_____________________________________________________________________
Name of Grantee:________________________________________________________________
Xxxxxxx's Social Security Number: _______-____-_______ (please fill in)
Number of Shares of Stock Covered by Xxxxx:_____________________________________
Purchase Price per Share of Stock: $______________________________
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 ALSO ATTACHED. 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.
Grantee:________________________________________________________________________
(Signature)
Company:________________________________________________________________________
(Signature)
Printed:________________________________________________________________
Title:__________________________________________________________________
Attachment
This is not a stock certificate or a negotiable instrument.
WABASH NATIONAL CORPORATION
2004 STOCK INCENTIVE PLAN
EXECUTIVE RESTRICTED STOCK AGREEMENT
RESTRICTED STOCK/ This grant is an award of Stock in the number of
NONTRANSFERABILITY 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 for the Restricted Stock
is deemed paid by your services to the Company. 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.
ISSUANCE AND VESTING The Company will issue your Restricted Stock in your
name as of the Grant Date.
Your rights to the shares of Stock under
this xxxxx xxxx as to:
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Notwithstanding the vesting schedule set forth in the
preceding three subparagraphs, 100% of the shares
shall become vested upon your termination by the
Company with Cause or for good reason, as defined in
Section ___ of your Employment Agreement, within 180
days following a change in control pursuant to
Section ___ of your employment agreement with the
Company dated __________(the "Employment Agreement").
No additional shares of Stock will vest after your
Service has terminated for any reason.
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 grant.
FORFEITURE OF UNVESTED Except as expressly provided herein, in the event
STOCK that your Service terminates for any reason, you will
forfeit to the Company all of the shares of Stock
subject to this grant that have not yet vested.
ESCROW The certificates for the Restricted Stock shall be
deposited in escrow with the Secretary of the Company
to be held in accordance with the provisions of this
paragraph. Each deposited certificate shall be
accompanied by a duly executed Assignment Separate
from Certificate
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in the form attached hereto as Exhibit A. The
deposited certificates shall remain in escrow until
such time or times as the certificates are to be
released or otherwise surrendered for cancellation as
discussed below. Upon delivery of the certificates to
the Company, you shall be issued an instrument of
deposit acknowledging the number of shares of Stock
delivered in escrow to the Secretary of the Company.
All regular cash dividends on the Stock (or other
securities at the time held in escrow) shall be paid
directly to you and shall not be held in escrow.
However, in the event of any stock dividend, stock
split, recapitalization or other change affecting the
Company's outstanding common stock as a class
effected without receipt of consideration or in the
event of a stock split, a stock dividend or a similar
change in the Company Stock, any new, substituted or
additional securities or other property which is by
reason of such transaction distributed with respect
to the Stock shall be immediately delivered to the
Secretary of the Company to be held in escrow
hereunder, but only to the extent the Stock is at the
time subject to the escrow requirements hereof.
As your interest in the shares vests, as described
above, the certificates for such vested shares shall
be released from escrow and delivered to you, at your
request, within 30 days of their vesting.
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 vesting of Stock acquired under this
grant. In the event that the Company determines that
any federal, state, local or foreign tax or
withholding payment is required relating to 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.
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 of unvested Stock that is 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 B hereto. Failure to make this filing within
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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.
RETENTION RIGHTS This Agreement does not 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 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 or other rights if the applicable
record date occurs before your stock certificate is
issued.
FORFEITURE OF RIGHTS If 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 (but the Company will pay you
the purchase 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
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during your employment or other relationship with the
Company or 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 Company stock, the number of
shares covered by this grant may 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.
LEGENDS All certificates representing the Stock issued in
connection with this grant shall, where applicable,
have endorsed thereon the following legends:
"THE SHARES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO CERTAIN RESTRICTIONS ON
TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES
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 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 AND NOT 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 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 Company to
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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-US.
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 The Company may choose to deliver certain statutory
DELIVERY 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 the
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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EXHIBIT A
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, _____________ sells, assigns and transfers to Wabash
National Corporation, a Delaware corporation (the "Company"), ____________
(__________) shares of common stock of the Company represented by Certificate
No. ___ and does hereby irrevocable constitute and appoint ______________
Attorney to transfer the said stock on the books of the Company with full power
of substitution in the premises.
Dated:____________, 200__
____________________________________
Print Name
____________________________________
Signature
Spouse Consent (if applicable)
___________________ (Purchaser's spouse) indicates by the execution of this
Assignment his or her consent to be bound by the terms herein as to his or her
interests, whether as community property or otherwise, if any, in the shares of
common stock of the Company.
____________________________________
Signature
INSTRUCTIONS: PLEASE DO NOT FILL IN ANY BLANKS OTHER THAN THE SIGNATURE LINE.
THE PURPOSE OF THIS ASSIGNMENT IS TO ENABLE THE COMPANY TO CAUSE THE FORFEITURE
OF YOUR UNVESTED SHARES AS SET FORTH IN THE AGREEMENT WITHOUT REQUIRING
ADDITIONAL SIGNATURES ON THE PART OF PURCHASER.
EXHIBIT B
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 $.10 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: _____________, 200__
____________________________________
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.
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(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.
