Wabash National Corporation 2004 Nonqualified Stock Option Agreement for Associates

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Summary

This agreement is between Wabash National Corporation and an employee (the optionee), granting the optionee the right to purchase company stock at a set price under the 2004 Stock Incentive Plan. The option vests in thirds over three years, provided the optionee remains employed. The agreement details what happens to the options if employment ends due to resignation, termination, retirement, disability, or death, and sets a maximum term of 10 years. Payment methods and tax withholding requirements are specified. The agreement is not a stock certificate and is subject to the terms of the company’s incentive plan.

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EX-10.21 2 c89089exv10w21.txt FORM OF ASSOCIATE STOCK OPTION AGREEMENTS EXHIBIT 10.21 WABASH NATIONAL CORPORATION 2004 STOCK INCENTIVE PLAN NONQUALIFIED 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. The terms and conditions of the option are set forth in this cover sheet, in the attachment, and in the Company's 2004 Stock Incentive Plan (the "Plan"). Grant Date: -------------------------------------------------------------------- Name of Optionee: ---------------------------------------------------- Optionee's Social Security Number: - - _ (please fill in) ----- ---- ----- Number of Shares Covered by Option: ---------------- Option Price per Share: $ ----------- Vesting Start Date: ------------------------------------------------------------ BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED IN THE ATTACHED AGREEMENT AND IN THE PLAN, A COPY OF WHICH IS AVAILABLE ON REQUEST. YOU AGREE THAT THE PLAN WILL CONTROL IN THE EVENT ANY PROVISION OF THIS AGREEMENT SHOULD APPEAR TO BE INCONSISTENT. Optionee: -------------------------------------------------------------- (Signature) Company: -------------------------------------------------------------- (Signature) Printed: ------------------------------------------------------- Title: ------------------------------------------------------- Attachment This is not a stock certificate or a negotiable instrument. WABASH NATIONAL CORPORATION 2004 STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT NONQUALIFIED STOCK This option is not intended to be an incentive stock OPTION option under Section 422 of the Internal Revenue Code, and it will be interpreted accordingly. VESTING 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. Your right to purchase shares of Stock under this option vests as to: -- one-third (1/3) of the total number of shares covered by this option, as shown on the cover sheet (the "Option Shares"), on the first anniversary of the Vesting Start Date ("Anniversary Date"), provided you then continue in Service. -- provided you then continue in Service, one-third (1/3) of the Option Shares shall vest on the second Anniversary Date. -- provided you then continue in Service, one-third (1/3) of the Option Shares shall vest on the third Anniversary Date. The resulting aggregate number of vested shares will be rounded to the nearest whole number, and you cannot vest in more than the number of shares covered by this option. TERM 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. REGULAR TERMINATION If your Service terminates for any reason, other than Death, Disability, Retirement, a Change in Control or Termination 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 termination date. Any and all unvested options are forfeited as of your date of termination. TERMINATION WITHOUT If your service is terminated by the Company without CAUSE Cause, then your vested options shall expire at the close of business one (1) year
after your termination date. Any and all unvested options are forfeited as of your date of termination. TERMINATION FOR If your Service is terminated by the Company for CAUSE Cause, then you shall immediately forfeit all rights to your option and the option shall immediately expire. DEATH If your Service terminates because of your death, then your option will expire at the close of business at Company headquarters on the date 36 months after the date of death. During that 36 month period, your estate or heirs may exercise the vested portion of your option. DISABILITY If your Service terminates because of your permanent and total disability, then your option will continue to vest as if your Service had not terminated and will expire 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. LEAVES OF ABSENCE 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 90 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. The Company determines, in its sole discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan. RETIREMENT If your service terminates due to Normal Retirement, defined as retirement at or after age 65, or Early Retirement, defined as retirement at age 55 through 64 with at least three (3) years of service with the Company, your option will expire at the close of business at Company headquarters on the date that is the earlier of three (3) years from your date of retirement and the 10th Anniversary of the Grant Date, as shown on the cover sheet. Any and all unvested options as of your date of retirement are forfeited. NOTICE OF EXERCISE When you wish to exercise this option, you must notify the Company's designated agent filing in the manner and form permitted by the designated agent. If someone else wants to exercise this option after your death, that person must prove to the Company's satisfaction that he or she is
entitled to do so. FORM OF PAYMENT When you submit your notice of exercise, you must include payment of the option price for the shares you are purchasing. Payment may be made in one (or a combination) of the following forms: - Cash, your personal check, a cashier's check, a money order or another cash equivalent acceptable to the Company. - Shares of Stock which have already been owned by you for more than six (6) months and which are surrendered to the Company. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option price. - By delivery (on a form prescribed by the Company or the designated agent) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes (if approved in advance by the Compensation Committee of the Board if you are either an executive officer or a director of the Company). WITHHOLDING TAXES You will not be allowed to exercise this option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the option exercise or sale of Stock acquired under this option. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise or sale of shares arising from this grant, the Company shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate. TRANSFER OF OPTION Except as provided in this section, during your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may exercise this option and the option shall not be assignable or transferable by you, other than by designation of beneficiary, will or the laws of descent and distribution. You may transfer all or part of this option, not for value, to any Family Member, provided that you provide prior written notice to the Company, in a form satisfactory to the Company, of such transfer. For the purpose of this section, a "not for value" transfer is a transfer which is (i) a gift, (ii) a transfer under a domestic relations order in settlement of marital property rights, or (iii) a transfer to an entity in which more than fifty percent of the voting interests are owned by Family Members (or you) in exchange for an interest in that entity. Subsequent transfers of transferred options are prohibited except to your Family Members in accordance with this section or by will or
the laws of descent and distribution. The events of termination of the Service this Agreement shall continue to be applied with respect to you, following which the option shall be exercisable by the transferee only to the extent, and for the periods specified in herein. RETENTION RIGHT Neither your option nor this Agreement gives you the right to be retained by the Company (or any Parent, Subsidiaries or Affiliates) in any capacity. The Company (and any Parent, Subsidiaries or Affiliates) reserves the right to terminate your Service at any time and for any reason. SHAREHOLDER RIGHTS You, or your designated beneficiary, estate or heirs, have no rights as a shareholder of the Company until a certificate for your option's shares has been issued (or an appropriate book entry has been made). No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued (or an appropriate book entry has been made), except as described in the Plan. FORFEITURE OF RIGHTS The Company at any time shall have the right to cause a forfeiture of your rights on account of you taking actions in competition with the Company. Unless otherwise specified in an employment or other agreement between the Company and you, you take actions in competition with the Company if you directly or indirectly own any interest in, operates, joins, controls or participates as a partner, director, principal, officer, or agent of, enters into the employment of, acts as a consultant to, or performs any services for, any entity which has material operations which compete with any business in which the Company or any of its Subsidiaries is engaged during your employment with the Company or any of its Affiliates or at the time of your termination of Service. ADJUSTMENTS In the event of a stock split, a stock dividend or a similar change in the Stock, the number of shares covered by this option and the option price per share shall be adjusted (and rounded down to the nearest whole number) if required pursuant to the Plan. Your option shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. APPLICABLE LAW This Agreement will be interpreted and enforced under the laws of the State of Indiana, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. THE PLAN The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the
Plan, and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this option. Any prior agreements, commitments or negotiations concerning this option are superseded. DATA PRIVACY In order to administer the Plan, the Company may process personal data about you. Such data includes but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this option, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed, including, with respect to non-U.S. resident Optionees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan. CONSENT TO ELECTRONIC The Company may choose to deliver certain statutory DELIVERY materials relating to the Plan in electronic form. By accepting this option grant you agree that the Company may deliver the Plan prospectus and the Company's annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to, the Company would be pleased to provide copies. Please contact the Company's Human Resources Department to request paper copies of these documents. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this option. Any prior agreements, commitments or negotiations concerning this option are superseded.
BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.