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WERNER ENTERPRISES INC Director's Dealing 2010

Dec 1, 2010

31813_dirs_2010-12-01_15fecc06-a649-4571-95b5-8e182c2e151b.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: LEATHERS DEREK J (SEVP & COO, President of WGL)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-11-30 Common Stock A 30000 Acquired 95271.9957 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Options (Right to Buy) $16.68 2015-10-22 Common Stock (20000) 20000 Direct
Stock Options (Right to Buy) $17.18 2017-11-30 Common Stock (25000) 25000 Direct
Stock Options (Right to Buy) $9.7739 2011-09-29 Common Stock (33334) 33334 Direct
Stock Options (Right to Buy) $18.33 2014-05-20 Common Stock (35000) 35000 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: 25% at 24 months; 20% each at 36, 48, and 60 months; and 15% at 72 months.

F3: 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.