Re: Amendment
to Executive Employment Agreement
Reference is made
to that certain Executive Employment Agreement dated June 28,
2002 (the “Employment Agreement”) by and between Wabash
National Corporation (the “Company”) and Richard J.
Giromini (the “Executive”). In connection with the
Executive’s assumption of the office of Chief Executive
Officer of the Company effective January 1, 2007, the Company
and the Executive desire to amend the Employment Agreement by means
of this letter agreement dated January 1, 2007 (the
“Amendment”). Accordingly, in consideration of the
mutual covenants and agreements set forth herein and in the
Employment Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which hereby are
acknowledged, the Company and the Executive agree as
follows:
1.
Section 2 . The first sentence of Section 2
(Title; Capacity) of the Employment Agreement is hereby amended and
restated in its entirety to read as follows:
The Executive
shall serve as President and Chief Executive Officer of the Company
and shall be subject to the supervision of, and shall have such
authority as is delegated to him by, the Board of
Directors.
2.
Section 3.1 . The first sentence of
Section 3.1 (Salary) of the Employment Agreement is hereby
amended and restated in its entirety to read as follows:
The Company
shall pay the Executive , in bi-weekly installments, an annual base
salary of not less than six hundred and twenty thousand dollars
($620,000) during the Employment Period (the “Base
Salary”).
3.
Section 3.3 . The first sentence of
Section 3.3 (Bonus Compensation) of the Employment Agreement
is hereby amended and restated in its entirety to read as
follows:
The Executive
shall be eligible for an annual incentive bonus
(“Bonus”), which is targeted at eighty percent (80%) of
his Base Salary and which may range from zero percent (0%) to one
hundred sixty percent (160%) of his Base Salary.
4.
Section 3.5 . The third sentence of
Section 3.5 (Fringe Benefits) of the Employment Agreement is
hereby amended and restated in its entirety to read as
follows:
In addition to
and notwithstanding the foregoing, the Company shall pay to
Executive during his employment an additional sum (which the
Company and the Executive currently estimate to be
