Exhibit 10.2
Option No.: _______
WABASH NATIONAL CORPORATION
2007 OMNIBUS INCENTIVE PLAN
NON-QUALIFIED 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. Additional terms
and conditions of the grant are set forth in this cover sheet and
in the attachment (collectively the “Agreement”), and
in the Company’s 2007 Omnibus Incentive Plan (the
“Plan”).
Grant
Date:
, 200___
Name of
Optionee:
Optionee’s Social Security Number: ______- ______-
____________
Number
of Shares Covered by Option:
Option
Price per Share: $_________.___
Vesting
Start Date:
, ___
You agree to all of the terms
and conditions described in this Agreement and in the Plan (a copy
of which has been made available to you and will be provided on
request) unless you deliver a notice in writing within 30 days
of receipt of this award agreement to the [ ] stating that you do
not accept the terms and conditions described in this Agreement and
in the Plan. 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 with
the terms of the Plan. Certain capitalized terms used in this
Agreement are defined in the Plan, and have the meaning set forth
in the Plan.
This
is not a stock certificate or a negotiable instrument.
WABASH NATIONAL CORPORATION
2007 OMNIBUS INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
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Non-Qualified
Stock
Option
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This option is not intended to be an
incentive stock option under Section 422 of the Internal
Revenue Code and will be interpreted accordingly. Except as
otherwise provided in any employment agreement between you and the
Company with respect to the various provisions for vesting and
termination of this option, this Agreement sets forth the terms and
conditions of this option. |
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Vesting
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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. |
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Your right to the Stock under this
Agreement vests as to: |
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Except as provided under Death or
Disability and Retirement below, no additional shares of Stock will
vest after your Service has terminated for any reason. |
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Term
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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. |
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Regular
Termination
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If your Service terminates for any
reason, other than death, Retirement, Disability or 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 Service
terminates. |
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Termination
Without
Cause
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If your Service is terminated without
Cause, then your vested options shall expire at the close of
business 1 year after your termination date. |
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Termination
for
Cause
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If your Service is terminated for
Cause, then you shall immediately forfeit all rights to your option
and the option shall immediately expire. |
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Death or
Disability
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If your Service terminates because of
your death or Disability, then your option will expire at the close
of business at Company headquarters on the date that is the earlier
of three (3) years from the date of termination of Service and
the 10 th Anniversary of
the Grant Date, during which time period your estate or heirs or
you, as applicable, may exercise the vested portion of your option.
The unvested portion of your option as of your date of termination
as a result of your death or Disability shall be forfeited, except
that the portion of the option that would have vested in the
calendar year of your retirement shall immediately vest upon the
termination of your service. |
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In addition, if you die during the
90-day period described in connection with a regular termination
(i.e., a termination of your Service not on account of your death,
Disability or Cause), and a vested portion of your option has not
yet been exercised, then your option will instead expire on the
date that is the earlier of three (3) years from your date
after your Service terminates and the 10 th Anniversary of
the Grant Date. In such a case, during the period following your
death up to the date that is the earlier of three (3) years
from your date after your Service terminates and the 10 th Anniversary of
the Grant Date, your estate or heirs may exercise the vested
portion of your option. |
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Leaves of
Absence
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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 30 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. |
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The Company determines, in its sole
discretion, which leaves count for this purpose, and when your
Service terminates for all purposes under the Plan. |
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Retirement
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If your Service terminates due to
Normal Retirement, defined as retirement at or after age 65 when
you are in at least your tenth (10 th ) year of
service with the Company, your option will expire at the close of
business at Company headquarters on the day before the 10
th
Anniversary of the Grant Date, as shown on the cover sheet. |
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If your Service terminates due to
Early Retirement, defined as retirement at age 55 through 64 when
you are in at least your fifth (5 th ) year of
service with the Company, |
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