EXHIBIT 10.2
|
Grantee:
|
|
|
Grant Date:
|
|
|
|
|
|
|
|
|
Address:
|
|
|
Expiration Date:
|
|
|
|
|
|
|
|
|
|
|
|
Base Price per Share:
|
|
|
|
|
|
|
|
|
Number of Shares:
|
|
|
SAR No.:
|
|
|
|
|
|
|
|
|
|
STOCK APPRECIATION
RIGHTS AGREEMENT
This Stock Appreciation Rights Agreement (" Agreement
") is made as of the Grant Date set forth above (the " Grant
Date ") between SPARTAN MOTORS, INC., a Michigan corporation ("
Spartan "), and the grantee named above (" Grantee
").
The Spartan Motors, Inc. Stock Incentive Plan of 2005 (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 has granted stock appreciation rights 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 stock appreciation rights under
Internal Revenue Service Notice 2005-1 in order to exempt the stock
appreciation rights from application of Section 409A of the
Internal Revenue Code (" Section 409A ").
Grantee acknowledges receipt of a copy of the Plan and
accepts the stock appreciation rights subject to all of the terms,
conditions and provisions of this Agreement and the Plan.
1.
Grant . Spartan grants to Grantee stock
appreciation rights (the " Stock Appreciation Rights ") with
respect to the number of shares of Spartan's common stock, $.01 par
value (" Common Stock ") equal to the Number of Shares set
forth above. A Stock Appreciation Right is a right awarded to
Grantee that entitles Grantee to receive Common Stock having a
value on the date the Stock Appreciation Right is exercised equal
to the excess of (a) the Market Value (as defined in the Plan)
of a share of Common Stock at the time of exercise over
(b) the Base Price per Share set forth above, which equals the
Market Value of the Common Stock on the Grant Date. The Stock
Appreciation Rights consist of a single Stock Appreciation Right
for each share of Common Stock.
2.
Price . The per-share base price of the
Stock Appreciation Rights shall equal the Base Price per Share set
forth above (subject to adjustment as provided in the Plan).
3.
Term and Vesting . The right to exercise
the Stock Appreciation Rights shall vest immediately and shall
terminate on the Expiration Date set forth above, unless earlier
terminated pursuant to the terms of the Plan.
4. Exercise
. Grantee shall exercise the Stock Appreciation Rights
by giving Spartan a written notice of the exercise of the Stock
Appreciation Rights in the form of Exhibit A to this
Agreement and providing any other documentation that the Committee
may require from time to time. The notice shall set forth the
number of shares with respect to which Grantee is exercising the
Stock Appreciation Rights. The notice shall be effective when
received at Spartan's main office. The Stock
Appreciation Rights will be
considered exercised with respect to the number of shares specified
in the notice on the latest of (i) the date of exercise
designated in the notice, (ii) if the date so designated is
not a business day, the first business day following such date or
(iii) the earliest business day by which Spartan has received
the notice and all documentation required by the Committee. Spartan
shall deliver to Grantee a certificate or certificates for the
shares received upon exercise of the Stock Appreciation Rights:
provided, however, that the time of delivery may be
postponed for such period as may be required for Spartan with
reasonable diligence to comply with any requirements or provisions
of the Securities Act of 1933 or the Securities Exchange Act of
1934, any law, order or regulation of any governmental authority,
or any rule or regulation of, or agreement of Spartan with, any
applicable securities exchange or quotation system. If at any time
the number of shares to be received upon exercise of the Stock
Appreciation Rights includes a fractional share, the number of
shares actually issued shall be rounded down to the nearest whole
share. If Grantee fails to accept delivery or tender of all or any
of the shares to be received upon exercise of the Stock
Appreciation Rights specified in the notice, Grantee's right to
exercise the Stock Appreciation Ri
