EXHIBIT 10.1
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"Grant Date" : June 30, 2008 or July 1, 2008
(as applicable)
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RESTRICTED
STOCK AGREEMENT
This Restricted Stock Agreement (" Agreement ") is
made as of the Grant Date set forth above between SPARTAN MOTORS,
INC., a Michigan corporation (" Spartan "), and the grantee
as awarded.
The Spartan Motors, Inc. Stock Incentive Plan of 2007 (the "
Plan ") is administered by the Compensation Committee of
Spartan's Board of Directors (the " Committee "). The
Committee has determined that Grantee is eligible to participate in
the Plan. The Committee agrees to award restricted stock to
Grantee, subject to the terms and conditions contained in this
Agreement and in the Plan. This Agreement is intended to comply
with the provisions governing restricted stock under Internal
Revenue Service Regulation 26 C.F.R. § 1.409A-1(b)(6) in order
to exempt the restricted stock from application of Section 409A of
the Internal Revenue Code (" Section 409A ").
Grantee acknowledges receipt of a copy of the Plan and the
Plan Description, and accepts this restricted stock award subject
to all of the terms, conditions, and provisions of this Agreement
and the Plan.
1.
Award . Spartan hereby awards to Grantee,
as of the Date of Award, shares of Spartan's common stock, $.01 par
value, subject to conditions and restrictions imposed under this
Agreement and the Plan (the " Restricted Stock "). Spartan
may issue share certificates with respect to the Restricted Stock
or may deposit the Restricted Stock into an electronic account
maintained by a third party, in which case the share certificates
with respect to the Restricted Stock may, in Spartan's discretion,
not be issued until the restrictions imposed on the Restricted
Stock have lapsed.
2.
Transferability . Until the restrictions
lapse as set forth in paragraph 3 below, the Plan provides that
Restricted Stock granted under this Agreement is generally not
transferable by Grantee except by will or according to the laws of
descent and distribution, and further provides that all rights with
respect to the Restricted Stock are exercisable during Grantee's
lifetime only by Grantee, Grantee's guardian, or legal
representative. Spartan shall place an appropriate legend upon any
certificate representing shares of Restricted Stock awarded under
this Agreement and may also issue appropriate stop transfer
instructions to its transfer agent with respect to such shares.
3.
Lapsing of Restrictions
. Except as otherwise provided in this Agreement, the
restrictions imposed on the Restricted Stock awarded pursuant to
this Agreement shall lapse equally in annual increments on each
anniversary of the Grant Date over three years for non-officers and
over five years for Officers. The periods during which Restricted
Stock is subject to restrictions imposed by the Plan and under this
Agreement shall be known as " Restricted Periods ."
4.
Acceleration . All restrictions imposed on
the Restricted Stock awarded pursuant to this Agreement shall lapse
immediately in the event of any Change in Control (as defined in
the Plan) of Spartan.
5.
Securities Laws . The Restricted Stock award
under this Agreement is conditional upon (i) the effective
registration of the Plan and the Restricted Stock granted
thereunder under the Securities Act of 1933 and the effective
registration or exemption of the Plan and the Restricted Stock
granted thereunder under applicable state or foreign securities
laws, and (ii) the effective listing of the stock on any applicable
securities exchange or quotation sy