EXHIBIT 10.05
WABASH NATIONAL CORPORATION
EXECUTIVE RESTRICTED STOCK AGREEMENT
Wabash National Corporation, a Delaware corporation (the "Company"), hereby
grants shares of its common stock, $.01 par value, (the "Stock") to the Grantee
named below, subject to the vesting conditions set forth in the attachment.
Grant Date: - , 2002
----------------- ----
Name of Grantee: Richard J. Giromini
Grantee's Social Security Number:
Number of Shares of Stock Covered by Grant:
----------------
Purchase Price per Share of Stock: $.01
BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS
DESCRIBED IN THE ATTACHED AGREEMENT.
Grantee: /s/ R. J. Giromini
-------------------------------------------------
(Signature)
Company: /s/ William P. Greubel
-------------------------------------------------
(Signature)
Title: President, CEO
------------------------------------------------
Attachment
THIS IS NOT A STOCK CERTIFICATE OR A NEGOTIABLE INSTRUMENT.
WABASH NATIONAL CORPORATION
EXECUTIVE RESTRICTED STOCK AGREEMENT
RESTRICTED STOCK/ This grant is an award of Stock in the number of
NONTRANSFERABILITY shares set forth on the cover sheet, at the
purchase price set forth on the cover sheet, and
subject to the vesting conditions described below
("Restricted Stock"). You agree to pay the purchase
price for the Restricted Stock concurrent with your
execution of this agreement. To the extent not yet
vested, your Restricted Stock may not be
transferred, assigned, pledged or hypothecated,
whether by operation of law or otherwise, nor may
the Restricted Stock be made subject to execution,
attachment or similar process.
ISSUANCE AND VESTING The Company will issue your Restricted Stock in
your name as of the Grant Date.
This Restricted Stock grant vests as to 100% of the
total number of shares covered by this grant on the
first to occur of: (i) your termination by the
Company without Cause or for Good Reason as defined
in sections 4.2 and 4.3 of your employment
agreement with the Company dated June 28, 2002 (the
"Employment Agreement"), or (ii) July 15, 2003.
Notwithstanding anything to the contrary contained
in this Agreement or the Employment Agreement, this
Restricted Stock grant is not subject to forfeiture
on a termination of your employment with the
Company for any reason.
FORFEITURE AND REPURCHASE If and to the extent that (i) you realize value
FOR UNVESTED STOCK from the 40 shares of common stock of Accuride
Corporation which you own on the date of grant of
the Restricted Stock (the "Accuride Shares"),
whether such shares are redeemed by Accuride,
exchanged for cash, notes and/or publicly traded
securities or otherwise, or (ii) Accuride
Corporation securities become publicly traded,
prior to July 15, 2003, you will forfeit and return
to the Company a percentage of unvested shares of
Restricted Stock equal to (A) the percentage of
$70,000 realized by you, or (B) the percentage the
fair market value of the Accuride Corporation
common stock is, if it has become publicly traded,
of $70,000. The Company will repay the amount that
you paid for those shares of Stock, if any, which
amount shall be paid in cash.
ESCROW The certificates for the Restricted Stock shall be
deposited in escrow with the Secretary of the
Company to be held in accordance with the
provisions of this paragraph. Each deposited
certificate shall be accompanied by a duly executed
Assignment Separate from Certificate in the form
attached
2
hereto as Exhibit A. The deposited certificates
shall remain in escrow until such time or times as
the certificates are to be released or otherwise
surrendered for cancellation as discussed below.
Upon delivery of the certificates to the Company,
you shall be issued an instrument of deposit
acknowledging the number of shares of Stock
delivered in escrow to the Secretary of the
Company.
All regular cash dividends on the Stock (or other
securities at the time held in escrow) shall be
paid directly to you and shall not be held in
escrow. However, in the event of any stock
dividend, stock split, recapitalization or other
change affecting the Company's outstanding common
stock as a class effected without receipt of
consideration or in the event of a stock split, a
stock dividend or a similar change in the Company
Stock, any new, substituted or additional
securities or other property which is by reason of
such transaction distributed with respect to the
Stock shall be immediately delivered to the
Secretary of the Company to be held in escrow
hereunder, but only to the extent the Stock is at
the time subject to the escrow requirements hereof.
The shares of Stock held in escrow hereunder shall
be subject to the following terms and conditions
relating to their release from escrow or their
surrender to the Company for repurchase and
cancellation:
- As your interest in the shares vests as
described above, the certificates for such
vested shares shall be released from escrow
and delivered to you, at your request.
- Should the Company exercise its Repurchase
Right with respect to any unvested shares held
at the time in escrow hereunder, then the
escrowed certificates for such unvested shares
shall, concurrently with the payment of the
purchase price for such shares of Stock, be
surrendered to the Company for cancellation,
and you shall have no further rights with
respect to such shares of Stock.
- Should the Company elect not to exercise its
Repurchase Right with respect to any shares
held at the time in escrow hereunder, then the
escrowed certificates for such shares shall be
surrendered to you.
WITHHOLDING TAXES You agree, as a condition of this grant, that you
will make acceptable arrangements to pay any
withholding or other taxes
3
that may be due as a result of the vesting of Stock
acquired under this grant. In the event that the
Company determines that any federal, state, local
or foreign tax or withholding payment is required
relating to the vesting 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.
SECTION 83(B) Under Section 83 of the Internal Revenue Code of
ELECTION 1986, as amended (the "Code"), the difference
between the purchase price paid for the shares of
Stock and their fair market value on the date any
forfeiture restrictions applicable to such shares
lapse will be reportable as ordinary income at that
time. For this purpose, "forfeiture restrictions"
include the Company's Repurchase Right as to
unvested Stock described above. You may elect to be
taxed at the time the shares are acquired rather
than when such shares cease to be subject to such
forfeiture restrictions by filing an election under
Section 83(b) of the Code with the Internal Revenue
Service within thirty (30) days after the Grant
Date. You will have to make a tax payment to the
extent the purchase price is less than the fair
market value of the shares on the Grant Date. No
tax payment will have to be made to the extent the
purchase price is at least equal to the fair market
value of the shares on the Grant Date. The form for
making this election is attached as Exhibit B
hereto. Failure to make this filing within the
thirty (30) day period will result in the
recognition of ordinary income by you (in the event
the fair market value of the shares increases after
the date of purchase) as the forfeiture
restrictions lapse.
YOU ACKNOWLEDGE THAT IT IS YOUR SOLE
RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A
TIMELY ELECTION UNDER SECTION 83(b), EVEN IF YOU
REQUEST THE COMPANY OR ITS REPRESENTATIVES TO MAKE
THIS FILING ON YOUR BEHALF. YOU ARE RELYING SOLELY
ON YOUR OWN ADVISORS WITH RESPECT TO THE DECISION
AS TO WHETHER OR NOT TO FILE ANY 83(b) ELECTION.
SHAREHOLDER RIGHTS You have the right to vote the Restricted Stock and
to receive any dividends declared or paid on such
stock. Any distributions you receive as a result of
any stock split, stock dividend, combination of
shares or other similar transaction shall be deemed
to be a part of the Restricted Stock and subject to
the same conditions and restrictions applicable
thereto. The Company may in its sole discretion
require any dividends paid
4
on the Restricted Stock to be reinvested in shares
of Stock, which the Company may in its sole
discretion deem to be a part of the shares of
Restricted Stock and subject to the same conditions
and restrictions applicable thereto. No adjustments
are made for dividends or other rights if the
applicable record date occurs before your stock
certificate is issued.
ADJUSTMENTS In the event of a stock split, a stock dividend or
a similar change in the Company stock, the number
of shares covered by this grant shall be adjusted
(and rounded down to the nearest whole number).
Your Restricted Stock 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.
LEGENDS All certificates representing the Stock issued in
connection with this grant shall, where applicable,
have endorsed thereon the following legends:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND
OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN
AGREEMENT BETWEEN THE COMPANY AND THE
REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN
INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE
AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL
BE FURNISHED UPON WRITTEN REQUEST TO THE
SECRETARY OF THE COMPANY BY THE HOLDER OF
RECORD OF THE SHARES REPRESENTED BY THIS
CERTIFICATE."
APPLICABLE LAW This Agreement will be interpreted and enforced
under the laws of the State of Delaware, 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.
5
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, ________________ hereby sells, assigns and transfers
unto Wabash National Corporation, a Delaware corporation (the "Company"),
______________ (_____________) shares of common stock of the Company represented
by Certificate No. ____ herewith and does hereby irrevocable constitute and
appoint ____________ Attorney to transfer the said stock on the books of the
Company with full power of substitution in the premises.
Dated: ________________, 2002
--------------------------------------
Print Name
--------------------------------------
Signature
Spouse Consent (if applicable)
____________________ (Purchaser's spouse) indicates by the execution of
this Assignment his or her consent to be bound by the terms herein as to his or
her interests, whether as community property or otherwise, if any, in the shares
of common stock of the Company.
--------------------------------------
Signature
INSTRUCTIONS: PLEASE DO NOT FILL IN ANY BLANKS OTHER THAN THE SIGNATURE LINE.
THE PURPOSE OF THIS ASSIGNMENT IS TO ENABLE THE COMPANY TO EXERCISE ITS
"REPURCHASE OPTION" SET FORTH IN THE AGREEMENT WITHOUT REQUIRING ADDITIONAL
SIGNATURES ON THE PART OF PURCHASER.
EXHIBIT B
ELECTION UNDER SECTION 83(b) OF THE INTERNAL
REVENUE CODE
The undersigned hereby makes an election pursuant to Section 83(b) of the
Internal Revenue Code with respect to the property described below and supplies
the following information in accordance with the regulations promulgated
thereunder:
1. The name, address and social security number of the undersigned:
Name:
-----------------------------------------------------------
Address:
---------------------------------------------------------
-----------------------------------------------------------------
Social Security No.:
----------------------------------------------
2. Description of property with respect to which the election is being
made:
____________ shares of common stock, par value $.01 per share, Wabash
National Corporation, a Delaware corporation, (the "Company").
3. The date on which the property was transferred is _______ __, 2002.
4. The taxable year to which this election relates is calendar year 2002.
5. Nature of restrictions to which the property is subject:
The shares of stock are subject to the provisions of a Restricted Stock
Agreement between the undersigned and the Company. The shares of stock are
subject to forfeiture under the terms of the Agreement.
6. The fair market value of the property at the time of transfer
(determined without regard to any lapse restriction) was $__________
per share, for a total of $___________.
7. The amount paid by taxpayer for the property was $__________.
8. A copy of this statement has been furnished to the Company.
Dated:________________ ,2002
--------------------------------------
Taxpayer's Signature
--------------------------------------
Taxpayer's Printed Name
PROCEDURES FOR MAKING ELECTION
UNDER INTERNAL REVENUE CODE SECTION 83(b)
The following procedures MUST be followed with respect to the attached form
for making an election under Internal Revenue Code section 83(b) in order for
the election to be effective:
1. You must file one copy of the completed election form with the IRS
Service Center where you file your federal income tax returns within 30 days
after the Grant Date of your Restricted Stock.
2. At the same time you file the election form with the IRS, you must also
give a copy of the election form to the Secretary of the Company.
3. YOU MUST FILE ANOTHER COPY OF THE ELECTION FORM WITH YOUR FEDERAL INCOME
TAX RETURN (GENERALLY, FORM 1040) FOR THE TAXABLE YEAR IN WHICH THE STOCK IS
TRANSFERRED TO YOU.