Exhibit 10.1
“Grant
Date” : June 30,
2009
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 system. Grantee shall not resell or distribute the
Restricted Stock after any Restricted Period except
