CONSULTING AND NON-COMPETITION AGREEMENT
THIS CONSULTING AND NON-COMPETITION AGREEMENT ("Agreement") is made and entered into
as of the 1st day of September, 2002 (the "Effective Date"), by and between Wabash National Corporation, and
its subsidiaries and affiliates, (the ("Company"), and Charles Ehrlich, an individual ("Consultant").
SECTION 1. ENGAGEMENT. During the consulting Term (as defined below), the Company engages
Consultant, and Consultant agrees to provide to the Company the Services described in Section 2.
SECTION 2. CONSULTING SERVICES.
(a) During the period commencing on September 1, 2002 (the "Effective Date") and continuing through
December 31, 2003, unless terminated earlier pursuant to
Section 6 (the "Consulting Term"), Consultant will, at the request of the officers of the Company provide
consulting services to the Company with respect to all aspects of their business affairs, including without limitation,
with respect to manufacturing activities of the Company (collectively, the "Services").
(b) Consultant shall provide the Services at such times and at such locations as may be reasonably requested by
(c) Consultant shall not engage in any activity that would interfere with the timely and faithful performance of the
Services. However Consultant is not prevented from engaging in additional activities in connection with personal
or business investments and community affairs that are not inconsistent with and do not interfere with the
performance of the Services.
(d) Consultant shall devote such time and diligent effort to the Services as required to fully discharge his
responsibilities and shall perform the Services in a competent and professional manner, consistent with generally
accepted standards of decorum, conduct and sound business practices.
(e) Consultant shall retain and exercise full control over the order, sequence, details, manner and means by which
he provides the Services. The Company shall not have the right t