Exhibit 10.1


 


NON-STATUTORY
STOCK OPTION AGREEMENT


 


THIS AGREEMENT is entered into and effective
as of                        ,
              
(the “Date of Grant”), by and between Marten Transport, Ltd. (the ”Company”)
and                   
(the “Optionee”).


 


A.                                   The Company has
adopted the Marten Transport, Ltd. 2005 Stock Incentive Plan (the “Plan”),
authorizing the Board of Directors of the Company, or a committee as provided
for in the Plan (the Board or such a committee to be referred to as the “Committee”),
to grant non-statutory stock options to employees, consultants, advisors and
independent contractors of the Company and its Subsidiaries.


 


B.                                     The Company
desires to give the Optionee an inducement to acquire a proprietary interest in
the Company and an added incentive to advance the interests of the Company by
granting to the Optionee an option to purchase shares of common stock of the
Company pursuant to the Plan.


 


Accordingly, the parties agree as follows:


 


ARTICLE 1.  GRANT OF
OPTION.


 


The Company hereby grants to the Optionee the
option (the “Option”) to purchase                   
(     ) shares (the “Option Shares”) of the Company’s
common stock, $0.01 par value (the “Common Stock”), according to the terms and
subject to the conditions hereinafter set forth and as set forth in the
Plan.  The Option is not intended to be
an “incentive stock option,” as that term is used in Section 422 of the
Internal Revenue Code of 1986, as amended (the “Code”).


 


ARTICLE 2.  OPTION
EXERCISE PRICE.


 


The per share price to be paid by Optionee in
the event of an exercise of the Option will be $         .


 


ARTICLE 3.  DURATION OF
OPTION AND TIME OF EXERCISE.


 


3.1                                 Initial Period of
Exercisability.  The Option will be
exercisable, on a cumulative basis, in five installments of 20% of the Option
Shares on each of the first five anniversaries of the Date of Grant, so long as
the Optionee remains continuously employed by the Company.  This Option will remain exercisable as to all
unexercised Option Shares until 5:00 p.m. (Mondovi, Wisconsin time) on the
tenth anniversary of the Date of Grant (“Time of Termination”).


 


3.2                                 Termination of
Employment or Other Service.


 


(a)                                  In
the event that the Optionee’s employment or other service with the Company and
all Subsidiaries is terminated by reason of the Optionee’s death, Disability 


 

















 


or retirement, this
Option will become immediately exercisable in full and will remain exercisable
for a period of one year after such termination (but in no event will this
Option be exercisable after the Time of Termination).


 


(b)                                 In the event the
Optionee’s employment or other service with the Company and all Subsidiaries is
terminated for any reason other than death, Disability or retirement, all
rights of the Optionee under the Plan and this Agreement will immediately
terminate without notice of any kind, and this Option will no longer be
exercisable; provided, however that if such termination is due to any reason
other than termination by the Company or any Subsidiary for Cause, this Option
will remain exercisable to the extent exercisable as of such termination for a
period of three months after such termination (but in no event will this Option
be exercisable after the Time of Termination).


 


3.3                                 Change in Control.
If any events constituting a Change in Control (as defined in the Plan) of the
Company occur, then, if this Option has been outstanding for at least six
months, this Option will become immediately exercisable in full and will remain
exercisable until the Time of Termination. 
In addition, if a Change in Control of the Company occurs, the
Committee, in its sole discretion and without the consent of the Optionee, may
determine that the Optionee will receive, with respect to some or all of the
Option Shares, as of the effective date of any such Change in Control of the
Company, cash in an amount equal to the excess of the Fair Market Value (as
defined in the Plan) of such Option Shares immediately prior to the effective
date of such Change in Control of the Company over the option exercise price
per share of this Option (or, in the event that there is no excess, this Option
may be terminated).


 


3.4                                 Effects of Actions
Constituting Cause.  Notwithstanding
anything in this Agreement to the contrary, in the event that the Optionee is
determined by the Committee, acting in its sole discretion, to have committed
any action which would constitute Cause, irrespective of whether such action or
the Committee’s determination occurs before or after termination of the
Optionee’s employment with the Company or any Subsidiary, all rights of the
Optionee under the Plan and this Agreement shall terminate and be forfeited
without notice of any kind.


 


ARTICLE 4.  MANNER OF
OPTION EXERCISE


 


4.1                                 Notice.  This Option may be exercised by the Optionee
in whole or in part from time to time, subject to the conditions contained in
the Plan and in this Agreement, by delivery, in person, by facsimile or
electronic transmission or through the mail, to the Company at its principal
executive office in Mondovi, Wisconsin (Attention: Chief Financial Officer), of
a written notice of exercise.  Such
notice will be in a form satisfactory to the Committee, will identify the
Option, will specify the number of Option Shares with respect to which the
Option is being exercised, and will be signed by the person or persons so
exercising the Option.  Such notice will
be accompanied by payment in full of the total purchase price of the Option
Shares purchased.  In the event that the
Option is being exercised, as provided by the Plan, by any person or persons
other than 


 


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the Optionee, the notice will be accompanied by appropriate proof of
right of such person or persons to exercise the Option.  As soon as practicable after the effective exercise
of the Option, the Optionee will be recorded on the stock transfer books of the
Company as the owner of the Option Shares purchased, and the Company will
deliver to the Optionee certificated or uncertificated (“book entry”)
shares.  In the event that the Option is
being exercised, as provided by resolutions of the Committee and Section 4.2
below, by tender of a Broker Exercise Notice, the Company will deliver such
shares directly to the Optionee’s broker or dealer or their nominee.


 


4.2                                 Payment.  At the time of exercise of this Option, the
Optionee will pay the total purchase price of the Option Shares to be purchased
solely in cash (including a check, bank draft or money order, payable to the
order of the Company); provided, however, that the Committee, in its sole
discretion, may allow such payment to be made, in whole or in part, by tender
of a Broker Exercise Notice, by tender, or attestation as to ownership, of
Previously Acquired Shares that have been held for the period of time necessary
to avoid a charge to the Company’s earnings for financial reporting purposes
and that are otherwise acceptable to the Committee, to the extent permissible
by law, by promissory note (on terms acceptable to the Committee in its sole
discretion), by a “net exercise” as described in the Plan, or by a combination
of such methods.  In the event the
Optionee is permitted to pay the total purchase price of this Option in whole
or in part by tender or attestation as to ownership of Previously Acquired
Shares, the value of such shares will be equal to their Fair Market Value on
the date of exercise of this Option.


 


ARTICLE 5.  NONTRANSFERABILITY.


 


Neither this Option nor the Option Shares
acquired upon exercise may be transferred by the Optionee, either voluntarily
or involuntarily, or subjected to any lien, directly or indirectly, by
operation of law or otherwise, except as provided in the Plan.  Any attempt to transfer or encumber this
Option or the Option Shares other than in accordance with this Agreement and
the Plan will be null and void and will void this Option.


 


ARTICLE 6.  EMPLOYMENT OR
OTHER SERVICE.


 


Nothing in this Agreement will be construed
to (a) limit in any way the right of the Company to terminate the
employment or service of the Optionee at any time, or (b) be evidence of
any agreement or understanding, express or implied, that the Company will
retain the Optionee in any particular position, at any particular rate of
compensation or for any particular period of time.


 


ARTICLE 7.  WITHHOLDING
TAXES.


 


7.1                                 General Rules.  The Company is entitled to (a) withhold
and deduct from future wages of the Optionee (or from other amounts which may
be due and owing to the Optionee from the Company), or make other arrangements
for the collection of, all legally required amounts necessary to satisfy any
federal, state or local withholding and 


 


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employment-related tax requirements attributable to the grant or
exercise of this Option or otherwise incurred with respect to this Option, (b) withhold
shares of Common Stock from the shares issued or otherwise issuable to the
Optionee in connection with this Option, or (c) require the Optionee
promptly to remit the amount of such withholding to the Company before acting
on the Optionee’s notice of exercise of this Option.  In the event that the Company is unable to
withhold such amounts, for whatever reason, the Optionee must promptly pay the
Company an amount equal to the amount the Company would otherwise be required
to withhold under federal, state or local law.


 


7.2                                 Special Rules.  The Committee may, in its sole discretion and
upon terms and conditions established by the Committee, permit or require the
Optionee to satisfy, in whole or in part, any withholding or tax obligation as described
in Section 7.1 above by electing to tender, or by attestation as to
ownership of, Previously Acquired Shares that have been held for the period of
time necessary to avoid a charge to the Company’s earnings for financial
reporting purposes and that are otherwise acceptable to the Committee, or by a
Broker Exercise Notice, or by a combination of such methods.  For purposes of satisfying a Participant’s
withholding or employment-related tax obligation, Previously Acquired Shares
tendered or covered by an attestation will be valued at their Fair Market
Value.


 


ARTICLE 8.  ADJUSTMENTS.


 


In the event of any reorganization, merger,
consolidation, recapitalization, liquidation, reclassification, stock dividend,
stock split, combination of shares, rights offering, divestiture or
extraordinary dividend (including a spin-off), or any other change in the
corporate structure or shares of the Company, the Committee (or, if the Company
is not the surviving corporation in any such transaction, the board of directors
of the surviving corporation), in order to prevent dilution or enlargement of
the rights of the Optionee, will make appropriate adjustment (which
determination will be conclusive) as to the number, kind and exercise price of
securities subject to this Option.


 


ARTICLE 9.  SUBJECT TO
PLAN.


 


9.1                                 Terms of Plan
Prevail.  The Option has been and the
Option Shares granted and issued pursuant to this Agreement will be granted and
issued under, and are subject to the terms of, the Plan.  The terms of the Plan are incorporated by
reference in this Agreement in their entirety, and the Optionee, by execution
of this Agreement, acknowledges having received a copy of the Plan. The
provisions of this Agreement will be interpreted as to be consistent with the
Plan, and any ambiguities in this Agreement will be interpreted by reference to
the Plan.  In the event that any
provision of this Agreement is inconsistent with the terms of the Plan, the
terms of the Plan will prevail.


 


9.2                                 Definitions.  Unless otherwise defined in this Agreement,
the terms capitalized in this Agreement have the same meanings as given to such
terms in the Plan.


 


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ARTICLE 10.  MISCELLANEOUS.


 


10.1                           Binding Effect.  This Agreement will be binding upon the
heirs, executors, administrators and successors of the parties to this
Agreement.


 


10.2                           Governing Law.  This Agreement and all rights and obligations
under this Agreement will be construed in accordance with the Plan and governed
by the laws of the State of Wisconsin without regard to conflicts of laws
provisions.


 


10.3                           Entire Agreement.  This Agreement and the Plan set forth the
entire agreement and understanding of the parties to this Agreement with
respect to the grant and exercise of this Option and the administration of the
Plan and supersede all prior agreements, arrangements, plans and understandings
relating to the grant and exercise of this Option and the administration of the
Plan.


 


10.4                           Amendment and Waiver.  Other than as provided in the Plan, this
Agreement may be amended, waived, modified or canceled only by a written
instrument executed by the parties hereto or, in the case of a waiver, by the
party waiving compliance.


 


10.5                           Captions.  The Article, Section and paragraph
captions in this Agreement are for convenience of reference only, do not
constitute part of this Agreement and are not to be deemed to limit or
otherwise affect any of the provisions of this Agreement.


 


10.6                           Counterparts.  For convenience of the parties hereto, this
Agreement may be executed in any number of counterparts, each such counterpart
to be deemed an original instrument, and all such counterparts together to
constitute the same agreement.


 


The parties to this Agreement have executed this Non-Statutory Stock
Option Agreement effective the day and year first above written.


 


	
   

  	
   

  	
  MARTEN TRANSPORT, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  Its

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OPTIONEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Name]

  



 


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