WABASH NATIONAL CORP /DE
MARK R. HOLDEN - NONQUALIFIED STOCK OPTION
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<TYPE>EX-10.07
<SEQUENCE>9
<FILENAME>c71175exv10w07.txt
<DESCRIPTION>MARK R. HOLDEN - NONQUALIFIED STOCK OPTION
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                                                                 EXHIBIT 10.07

                           WABASH NATIONAL CORPORATION
                               STOCK OPTION PLAN

                       NONQUALIFIED STOCK OPTION AGREEMENT


     Wabash National Corporation, a Delaware corporation (the "Company"), hereby
grants an option to purchase shares of its common stock, (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 Amended 1992 Stock
Option Plan (the "Plan").

Grant Date: June 14, 2002

Vesting Start Date: June 14, 2002

Name of Optionee: Mark R. Holden

Optionee's Social Security Number:

Number of Shares Covered by Option: 125,000

Option Price per Share: $7.79

     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 ALSO
ATTACHED. YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY REVIEWED THE PLAN, AND AGREE
THAT THE PLAN WILL CONTROL IN THE EVENT ANY PROVISION OF THIS AGREEMENT SHOULD
APPEAR TO BE INCONSISTENT.


Optionee:  /s/ Mark R. Holden
          -------------------------------------------------
           (Signature)

Company:  /s/ William P. Greubel
          -------------------------------------------------
           (Signature)

     Title: President CEO
           ------------------------------------------------

Attachment

This is not a stock certificate or a negotiable instrument.


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                           WABASH NATIONAL CORPORATION
                         AMENDED 1992 STOCK OPTION PLAN

                       NONQUALIFIED STOCK OPTION AGREEMENT

NONQUALIFIED STOCK           This option is not intended to be an incentive
OPTION                       stock option under Section 422 of the Internal
                             Revenue Code and will be interpreted accordingly.

DEFINED TERMS                For purposes of this Agreement, the following
                             definitions shall apply:

                             "Cause" means cause as defined in Section 4.2 of
                             your employment agreement between you and the
                             Company dated June 14, 2002 (the "Employment
                             Agreement").

                             "Disability" means a disability as defined in
                             Section 4.4 of your Employment Agreement.

                             "Good Reason" means good reason as defined in
                             Section 4.3 of your Employment Agreement.

                             "Service" means service with the Company as an
                             employee, director or consultant, or independent
                             contractor.

                             "Involuntary Termination" means a termination of
                             your employment by the Company without Cause, by
                             you for Good Reason or by you because of your
                             Disability.

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:

                             -- two-third (2/3) of the total number of shares
                             covered by this option, as shown on the cover sheet
                             (the "Option Shares"), on the second anniversary of
                             the Vesting Start Date ("Anniversary Date"),
                             provided you


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                             then continue in Service.

                             -- one-third (1/3) of the Option Shares on the
                             third Anniversary Date, provided you then continue
                             in Service.

                             Notwithstanding the vesting schedule set forth in
                             the preceding two subparagraphs, 100% of the Option
                             Shares shall become vested upon your Involuntary
                             Termination.

TERM                         Notwithstanding any other provision of this
                             Agreement to the contrary, your option will expire
                             no later than 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.

VOLUNTARY                    If your Service terminates for any reason other
TERMINATION                  than for Cause, because of an Involuntary
                             Termination or because of your death, then your
                             option will expire at the close of business at
                             Company headquarters on the day of your
                             termination.

TERMINATION FOR              If your Service is terminated for Cause, then you
CAUSE                        shall immediately forfeit all rights to your option
                             and the option shall immediately expire.

DEATH                        If you terminate your Service due to your death,
                             then your option shall become 100% vested and will
                             expire at the close of business at Company
                             headquarters two (2) years after your termination
                             of Service and your estate or heirs may exercise
                             the option. Notwithstanding the foregoing, in no
                             event will your option expire later than the close
                             of business at Company headquarters on the day
                             before the 10th anniversary of the Grant Date, as
                             shown on the cover sheet.

INVOLUNTARY                  If your Service terminates because of your
TERMINATION                  Involuntary Termination, then your option shall
                             expire at the close of business at Company
                             headquarters on the date two (2) years after the
                             date of your termination of Service.
                             Notwithstanding the foregoing, in no event will
                             your option expire later than the close of business
                             at Company headquarters on the day before the 10th
                             anniversary of the Grant Date, as shown on the
                             cover sheet.


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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.
                             Your Service terminates 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.

NOTICE OF EXERCISE           When you wish to exercise this option, you must
                             notify the Company by filing the proper "Notice of
                             Exercise" form at the address given on the form.
                             Your notice must specify how many shares you wish
                             to purchase. Your notice must also specify how your
                             shares of Stock should be registered (in your name
                             only or in your and your spouse's names as joint
                             tenants with right of survivorship). The notice
                             will be effective when it is received by the
                             Company.

                             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 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) of an irrevocable direction to a
                                  licensed securities broker acceptable to the
                                  Company to sell


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                             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.

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 Subsidiary.

TRANSFER OF OPTION           During your lifetime, only you (or, in the event of
                             your legal incapacity or incompetency, your
                             guardian or legal representative) may exercise the
                             option. You cannot transfer or assign this option.
                             For instance, you may not sell this option or use
                             it as security for a loan. If you attempt to do any
                             of these things, this option will immediately
                             become invalid. You may, however, dispose of this
                             option in your will or it may be transferred upon
                             your death by the laws of descent and distribution.

                             Regardless of any marital property settlement
                             agreement, the Company is not obligated to honor a
                             notice of exercise from your spouse, nor is the
                             Company obligated to recognize your spouse's
                             interest in your option in any other way.

RETENTION RIGHTS             Neither your option nor this Agreement give you the
                             right to be retained by the Company (or any
                             Subsidiaries) in any capacity.

SHAREHOLDER RIGHTS           You, or your 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


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                             described in the Plan.

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 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.

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.




     BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS
     AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.


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