WERNER ENTERPRISES INC — Director's Dealing 2010

Dec 1, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WERNER ENTERPRISES INC (WERN)
CIK: 0000793074
Period of Report: 2010-11-30

Reporting Person: MULLEN JAMES A (Exec VP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-30	Common Stock	A	10000	—	Acquired	21187.2665	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (Right to Buy)	$17.18	2017-11-30	Common Stock (10000)	10000	Direct

Footnotes

F1: Restricted stock awarded November 30, 2010 under stockholder approved equity plan. This award shall vest, subject to continued employment, in five annual increments of 20% each beginning November 30, 2013 (3 years after the grant date). The award will become fully vested on November 30, 2017.

F2: Stock options become exercisable in the following percentages at the specified number of months from grant date: 15% at 24 months; 20% each at 36, 48, and 60 months; and 25% at 72 months.