exv10w5






Exhibit 10.5




SWIFT HOLDINGS CORP.




2007 OMNIBUS INCENTIVE PLAN,

as amended and restated as of November 2, 2010



ARTICLE I




PURPOSE AND EFFECTIVE DATE



          Section 1.1 Purpose. The purpose of the Plan is to provide incentives to certain
Employees, Directors, and Consultants of the Company in a manner designed to reinforce the
Company’s performance goals; to link a significant portion of Participants’ compensation to the
achievement of such goals; and to continue to attract, motivate, and retain key personnel on a
competitive basis.




          Section 1.2 Effective Date. The Plan was adopted by Swift’s Board of Directors and stockholders on October 10, 2007, and as amended and restated as of
November 2, 2010 (the “Effective Date”).




ARTICLE II




DEFINITIONS AND CONSTRUCTION



          Section 2.1 Certain Defined Terms. As used in this Plan, unless the context otherwise requires, the following terms shall have the
following meanings:




          (a) “Award” means any form of stock option, stock appreciation right, Stock Award,
Restricted Stock Unit Award, performance unit, Performance Award,
Cash Incentive Award or other incentive award granted
under the Plan, whether singly, in combination, or in tandem, to a Participant by the Committee
pursuant to such terms, conditions, restrictions, and/or limitations, if any, as the Committee may
establish by the Award Notice or otherwise.




          (b) “Award Notice” means the document establishing the terms, conditions,
restrictions, and/or limitations of an Award in addition to those established by this Plan and by
the Committee’s exercise of its administrative powers. The Committee will establish the form of
the document in the exercise of its sole and absolute discretion,
provided the terms of such document are not inconsistent with
or contradictory to this Plan.




          (c) “Board” means the Board of Directors of Swift.



          (d)
“Cash Incentive Award” means a right or other
interest granted to a Participant pursuant to Article XIII which is payable in cash and which is not a Stock Award.



          (e) “CEO” means the Chief Executive Officer of Swift.








 









 








          (f) “Code” means the Internal Revenue Code of 1986, as amended from time to time,
including the regulations thereunder and any successor provisions and the regulations thereto.




          (g) “Committee” means (i) the Board, and (ii) the Compensation Committee of the Board,
or such other Board committee as may be designated by the Board to administer the Plan;
provided, that following an Initial Public Offering the Committee shall consist of two or
more Directors, all of whom are both a “Non-Employee Director” within the meaning of Rule 16b-3
under the Exchange Act and an “outside director” within the meaning of the definition of such term
as contained in Treasury Regulation Section 1.162-27(e)(3), or any successor definition adopted
under Section 162(m) of the Code.




          (h) “Common Stock” means the Class A Common Stock, par value $0.01 per share, of
Swift.




          (i) “Company” means Swift Holdings Corp., a Delaware corporation, and its
Subsidiaries.




          (j) “Consultants” means the consultants, advisors, and independent contractors
retained by the Company.




          (k) “Covered Employee” means an Employee who is a “covered employee” within the
meaning of Section 162(m) of the Code.




          (l) “Director” means a member of the Board who is not an Employee.




          (m) “Employee” means any person employed by the Company on a full or part-time basis.




          (n) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to
time, including the rules thereunder and any successor provisions and the rules thereto.




          (o) “Fair Market Value” means the closing price of the Common Stock on the principal
national securities exchange on which the Common Stock is then listed or admitted to trading, and
the closing price shall be the last reported sale price, regular way, on such date (or, if no sale
takes place on such date, the last reported sale price, regular way, on the next preceding date on
which such sale took place), as reported by such exchange. If the Common Stock is not then so
listed or admitted to trading on a national securities exchange, then Fair Market Value shall be
the closing price (the last reported sale price regular way) of the Common Stock in the






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over-the-counter market as reported by the National Association of Securities Dealers
Automated Quotation System (“NASDAQ”), if the closing price of the Common Stock is then
reported by NASDAQ. If the Common Stock closing price is not then reported by NASDAQ, then Fair
Market Value shall be the mean between the representative closing bid and closing asked prices of
the Common Stock in the over-the-counter market as reported by NASDAQ. If the Common Stock bid and
asked prices are not then reported by NASDAQ, then Fair Market Value shall be the quote furnished
by any member of the National Association of Securities Dealers, Inc. selected from time to time by
Swift for that purpose. If no member of the National Association of Securities Dealers, Inc. then
furnishes quotes with respect to the Common Stock and the Common Stock is not listed or admitted to
trading on a national securities exchange, then Fair Market Value shall be the value determined by
the Committee in good faith by applying any reasonable valuation method permitted under Section
409A of the Code to determine fair market value in accordance with Section 409A of the Code.




          (p) “Initial Public Offering” means the closing of the first public offering of shares
of Common Stock pursuant to an effective registration statement under the Securities Act.




          (q) “Negative Discretion” means the discretion authorized by the Plan to be applied by
the Committee in determining the size of a Performance Award for a Performance Period if, in the
Committee’s sole judgment, such application is appropriate. Negative Discretion may only be used
by the Committee to eliminate or reduce the size of a Performance Award. In no event shall any
discretionary authority granted to the Committee by the Plan, including, but not limited to
Negative Discretion, be used to: (i) grant Performance Awards for a Performance Period if the
Performance Goals for such Performance Period have not been attained under the applicable
Performance Formula; or (ii) increase a Performance Award above the maximum amount payable under
Section 6.3 of the Plan.




          (r) “Participant” means either an Employee, Director, or Consultant to whom an Award
has been granted under the Plan.




          (s) “Performance Awards” means the Stock Awards and performance units granted pursuant
to Article VII. Performance Awards are intended to qualify as “performance-based compensation”
under Section 162(m) of the Code, if such provision is applicable to
Swift. Performance Awards also include Cash Incentive Awards granted pursuant to Article XIII which are intended to qualify as “performance based compensation” under Section 162(m) of the Code.




          (t) “Performance Criteria” means the one or more criteria that the Committee shall
select for purposes of establishing the Performance Goal(s) for a Performance Period. The
Performance Criteria that will be used to establish such Performance Goal(s) shall be expressed in
terms of the attainment of specified levels of one or any variation or combination of the
following: revenues (including, without limitation, measures such as revenue per mile (loaded or
total) or revenue per tractor), net revenues, fuel surcharges, accounts receivable collection or
days sales outstanding, cost reductions and savings (or limits on cost increases), safety and
claims (including, without limitation, measures such as accidents per million miles and number of
significant accidents), operating income, operating ratio, income before taxes, net income,






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earnings before interest and taxes (EBIT), earnings before interest, taxes, depreciation, and
amortization (EBITDA), adjusted net income, earnings per share, adjusted earnings per share, stock
price, working capital measures, return on assets, return on revenues, debt-to-equity or
debt-to-capitalization (in each case with or without lease adjustment), productivity and efficiency
measures (including, without limitation, measures such as driver turnover, trailer to tractor
ratio, and tractor to non-driver ratio), cash position, return on stockholders’ equity, return on
invested capital, cash flow measures (including, without limitation, free cash flow), market share,
stockholder return, economic value added, or completion of acquisitions (either with or without
specified size). In addition, the Committee may establish, as additional Performance Criteria, the
attainment by a Participant of one or more personal objectives and/or goals that the Committee
deems appropriate, including but not limited to implementation of Company policies, negotiation of
significant corporate transactions, development of long-term business goals or strategic plans for
the Company, or the exercise of specific areas of managerial responsibility. Each of the
Performance Criteria may be expressed on an absolute and/or relative basis with respect to one or
more peer group companies or indices, and may include comparisons with past performance of the
Company (including one or more divisions thereof, if any) and/or the current or past performance of
other companies.




          (u) “Performance Formula” means, for a Performance Period, the one or more objective
formulas (expressed as a percentage or otherwise) applied against the relevant Performance Goal(s)
to determine, with regard to the Award of a particular Participant, whether all, some portion but
less than all, or none of the Award has been earned for the Performance Period.




          (v) “Performance Goals” means, for a Performance Period, the one or more goals
established by the Committee for the Performance Period based upon the Performance Criteria. Any
Performance Goal shall be established in a manner such that a third party having knowledge of the
relevant performance results could calculate the amount to be paid to the Participant. For any
Performance Period, the Committee is authorized at any time during the initial time period
permitted by Section 162(m) of the Code, or at any time thereafter, in its sole and absolute
discretion, to adjust or modify the calculation of a Performance Goal for such Performance Period
in order to prevent the dilution or enlargement of the rights of Participants (i) in the event of,
or in anticipation of, any unusual or extraordinary corporate item, transaction, event, or
development; (ii) in recognition of, or in anticipation of, any other unusual or nonrecurring
events affecting the Company, or the financial statements of the Company, or in response to, or in
anticipation of, changes in applicable laws, regulations, accounting principles, or business
conditions; and (iii) in view of the Committee’s assessment of the business strategy of the
Company, performance of comparable organizations, economic and business conditions, and any other
circumstances deemed relevant.




          (w) “Performance Period” means the one or more periods of time, which may be of
varying and overlapping durations, as the Committee may select, over which the attainment of one or
more Performance Goals will be measured for the purpose of determining a Participant’s right to and
the payment of a Performance Award.








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          (x) “Plan” means this 2007 Omnibus Incentive Plan, as amended and restated as of
September 2, 2010.




          (y) “Restricted Stock Unit Award” means an Award granted pursuant to Article XI in the
form of a right to receive shares of Common Stock on a future date.




          (z) “Securities Act” means the Securities Act of 1933, as amended from time to time,
including the rules thereunder and any successor provisions and the rules thereto.




          (aa) “Stock Award” means an award granted pursuant to Article X in the form of shares
of Common Stock, restricted shares of Common Stock, and/or units of Common Stock.




          (bb) “Subsidiary” means a corporation or other business entity in which Swift directly
or indirectly has an ownership interest of twenty percent (20%) or more, except that with respect
to incentive stock options, “Subsidiary” shall mean “subsidiary corporation” as defined in Section
424(f) of the Code.




          (cc) “Swift” means Swift Holdings Corp., a Delaware corporation, or any successor
thereto (whether by reincorporation, merger, or otherwise) as provided in Section 15.9.




          Section 2.2 Other Defined Terms. Unless the context otherwise requires, all other capitalized terms shall have the meanings set
forth in the other Articles and Sections of this Plan.




          Section 2.3 Construction. In any necessary construction of a provision of this Plan, the masculine gender may include the
feminine, and the singular may include the plural, and vice versa.




ARTICLE III




ELIGIBILITY



          Section 3.1 In General. Subject to Section 3.2 and Article IV, all Employees, Directors, and Consultants are eligible to
participate in the Plan. The Committee may select, from time to time, Participants from those
Employees, Directors, and Consultants.




          Section 3.2 Incentive Stock Options. Only Employees shall be eligible to receive “incentive stock options” (within the meaning of
Section 422 of the Code).








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ARTICLE IV




PLAN ADMINISTRATION



          Section 4.1 Responsibility. The Committee shall have total and exclusive responsibility to control, operate, manage and
administer the Plan in accordance with its terms.




          Section 4.2 Authority of the Committee. The Committee shall have all the authority that may be necessary or helpful to enable it to
discharge its responsibilities with respect to the Plan. Without limiting the generality of the
preceding sentence, the Committee shall have the exclusive right to:




          (a) determine eligibility for participation in the Plan;




          (b) select the Participants and determine the type of Awards to be made to Participants, the
number of shares subject to Awards and the terms, conditions, restrictions, and limitations of the
Awards, including, but not by way of limitation, restrictions on the transferability of Awards and
conditions with respect to continued employment, performance criteria, confidentiality, and
non-competition;




          (c) interpret the Plan;




          (d) construe any ambiguous provision, correct any default, supply any omission and reconcile
any inconsistency of the Plan;




          (e) issue administrative guidelines as an aid to administer the Plan and make changes in such
guidelines as it from time to time deems proper;




          (f) make regulations for carrying out the Plan and make changes in such regulations as it from
time to time deems proper;




          (g) to the extent permitted under the Plan, grant waivers of Plan terms, conditions,
restrictions and limitations;




          (h) promulgate rules and regulations regarding treatment of Awards of a Participant under the
Plan in the event of such Participant’s death, disability, retirement, termination from the
Company, or breach of agreement by the Participant, or in the event of a change of control of
Swift;








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          (i) accelerate the vesting, exercise, or payment of an Award or the Performance Period of an
Award when such action or actions would be in the best interest of the Company;




          (j) subject to Section 4.3, grant Awards in replacement of Awards previously granted under
this Plan or any other executive compensation plan of the Company;




          (k) establish and administer the Performance Goals and certify whether, and to what extent,
they have been attained;




          (l) determine the terms and provisions of any agreements entered into hereunder;




          (m) take any and all other action it deems necessary or advisable for the proper operation or
administration of the Plan; and




          (n) make all other determinations it deems necessary or advisable for the administration of
the Plan, including factual determinations.



The decisions of the Committee and its actions with respect to the Plan shall be final, binding,
and conclusive upon all persons having or claiming to have any right or interest in or under the
Plan.




          Section 4.3 Option Repricing. Except for adjustments pursuant to Section 6.2, the Committee shall not reprice any stock
options and/or stock appreciation rights unless such action is approved by Swift’s stockholders.
For purposes of the Plan, the term “reprice” shall mean the reduction, directly or indirectly, in
the per-share exercise price of an outstanding stock option(s) and/or stock appreciation right(s)
issued under the Plan by amendment, cancellation or substitution.




          Section 4.4 Section 162(m) of the Code. Throughout this Plan, certain references are made to Section 162(m) of the Code. Such
provisions shall only apply where Section 162(m) of the Code is applicable to Swift. With regard
to Awards issued to Covered Employees that are intended to qualify as “performance-based
compensation” for purposes of Section 162(m) of the Code, the Plan shall, for all purposes, be
interpreted and construed with respect to such Awards in the manner that would result in such
interpretation or construction satisfying the exemptions available under Section 162(m) of the
Code.




          Section 4.5 Action by the Committee. Except as otherwise provided by Section 4.6, the Committee may act only by a majority of its
members. Any determination of the Committee may be made, without a meeting, by a writing or
writings signed by all of the members of the Committee.







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          Section 4.6 Allocation and Delegation of Authority.
Except to the extent prohibited by applicable law or the rules of a
stock exchange or quotation system on which the Common Stock may be
listed, the Committee may allocate all or any portion of its responsibilities and powers under the Plan
to anyone or more of its members, the CEO, or other senior members of management as the Committee
deems appropriate, and may delegate all or any part of its responsibilities and powers to any such
person or persons to the extent such delegation is permitted by applicable law; provided,
that any such allocation or delegation be in writing; provided, further, that
following an Initial Public Offering only the Committee, or other committee consisting of two or
more Directors, all of whom are both “Non-Employee Directors” within the meaning of Rule 16b-3
under the Exchange Act and “outside directors” within the meaning of the definition of such term as
contained in Treasury Regulation Section 1.162-27(e)(3), or any successor definition adopted under
Section 162(m) of the Code, may select and grant Awards to Participants who are subject to Section
16 of the Exchange Act or are Covered Employees. The Committee may revoke any such allocation or
delegation at any time for any reason with or without prior notice.





          Section
4.7	Limitation of Liability. No member of the Committee nor
any person to whom the Committee
delegates authority pursuant to Section 4.6 shall be liable for any
action, omission or determination
relating to the Plan, and the Company shall indemnify and hold
harmless each member of the Committee and
each other person to whom any duty or power relating to the
administration or interpretation of the Plan has
been delegated from and against any cost or expense (including
attorneys’ fees) or liability (including any
sum paid in settlement of a claim with the approval of the
Committee) arising out of any action, omission or
determination relating to the Plan unless, in either case, such
action, omission or determination was taken
or made by such Committee member or other person in bad faith and
without reasonable belief that it was in the
best interests of the Company.






ARTICLE V




FORM OF AWARDS



          Section 5.1 In General. Awards may, at the Committee’s sole discretion, be paid in the form of Performance Awards
pursuant to Article VII, stock options pursuant to Article VIII, stock appreciation rights pursuant
to Article IX, Stock Awards pursuant to Article X, Restricted Stock Unit Awards pursuant to Article
XI, performance units pursuant to Article XII, Cash Incentive
Awards under Article XIII, or a combination thereof. Each Award
shall be evidence by a written award Notice and shall be
subject to the terms, conditions, restrictions, and limitations of the Plan and the Award Notice
for such Award. Awards under a particular Article of the Plan need not be uniform and Awards under
two or more Articles may be combined into a single Award Notice. Any combination of Awards may be
granted at one time and on more than one occasion to the same Participant.




          Section 5.2 Foreign Jurisdictions.




          (a) Special Terms. In order to facilitate the making of any Award to Participants who
are employed or retained by the Company outside the United States as Employees, Directors, or
Consultants (or who are foreign nationals temporarily within the United States), the Committee may
provide for such modifications and additional terms and conditions (“Special Terms”) in
Awards as the Committee may consider necessary or appropriate to
accommodate differences between United States federal or state laws,
rules and regulations and the local laws, policies or customs that
are applicable to such Participants or to facilitate administration of the Plan. The Special Terms may provide
that the grant of an Award is subject to (i) applicable governmental or regulatory approval or
other compliance with local laws, policies or customs that are
applicable to such Participants and/or (ii) the execution by the Participant of a
written instrument in the form specified by the Committee, and that in the event such conditions
are not satisfied, the grant shall be void. The Special Terms may also provide that an Award shall
become exercisable or redeemable, as the case may be, if an Employee’s employment or Director or
Consultant’s relationship with the Company ends as a result of workforce reduction, realignment, or
similar measure and the Committee may designate a person or persons to make such determination for
a location. The Committee may adopt or approve sub-plans, appendices or supplements to, or
amendments, restatements, or alternative versions of, the Plan as it may consider necessary or
appropriate for purposes of implementing






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any Special Terms, without thereby affecting the terms of the Plan as in effect for any other
purpose; provided, however, no such sub-plans, appendices or supplements to, or
amendments, restatements, or alternative versions of, the Plan shall: (x) increase the limitations
contained in Section 6.3; (y) increase the number of available shares under Section 6.1; or (z)
cause the Plan to cease to satisfy any applicable legal requirement.




          (b) Currency Effects. Unless otherwise specifically determined by the Committee, all
Awards and payments pursuant to such Awards shall be determined in United States currency. The
Committee shall determine, in its discretion, whether and to the extent any payments made pursuant
to an Award shall be made in the Participant’s local currency, as opposed to United States dollars. In the event
payments are made in the Participant’s local currency, the Committee may determine, in its discretion and without
liability to any Participant, the method and rate of converting the payment into such local currency.




ARTICLE VI




SHARES SUBJECT TO PLAN



          Section 6.1 Available Shares. The maximum aggregate number of shares of Common Stock which shall be available for the grant of
Awards under the Plan (including incentive stock options) during its
term shall not exceed fifteen
million (15,000,000) (the “Share Reserve”). The Share Reserve shall be subject to
adjustment as provided in Section 6.2. Any shares of Common Stock related to Awards that terminate
by expiration, forfeiture, cancellation, or otherwise without the issuance of such shares, are
settled in cash in lieu of Common Stock, or are exchanged with the Committee’s permission for
Awards not involving Common Stock shall be available again for grant under the Plan. Moreover, if
the exercise price of any Award granted under the Plan or the tax withholding requirements with
respect to any Award granted under the Plan are satisfied by tendering shares of Common Stock to
Swift (by either actual delivery or by attestation), only the number of shares of Common Stock
issued net of the shares of Common Stock tendered will be deemed delivered for purposes of
determining the Share Reserve available for delivery under the Plan. The shares of Common Stock
available for issuance under the Plan may be authorized and unissued shares or treasury shares,
including shares purchased in open market or private transactions. For the purpose of computing
the total number of shares of Common Stock granted under the Plan, where one or more types of
Awards, both of which are payable in shares of Common Stock, are granted in tandem with each other
such that the exercise of one type of Award with respect to a number of shares cancels an equal
number of shares of the other, the number of shares granted under both Awards shall be deemed to be
equivalent to the number of shares under one of the Awards.




          Section 6.2 Adjustment Upon Certain Events. In the event that there is, with respect to Swift, a stock dividend or split, reorganization,
recapitalization, merger, consolidation, spinoff, combination, or transaction or exchange of Common
Stock or other corporate exchange, or any distribution to stockholders of Common Stock or other
property or securities (other than regular cash dividends), or any transaction similar to the
foregoing or other transaction that results in a change to Swift’s capital structure, then the
Committee shall make substitutions






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and/or adjustments to the maximum number of shares available for issuance under the Plan, the
maximum Award payable under Section 6.3, the number of shares to be issued pursuant outstanding
Awards, the option prices, exercise prices or purchase prices of outstanding Awards and/or any
other affected terms of an Award or the Plan as the Committee, in its sole discretion and without
liability to any person, deems equitable or appropriate. Unless the Committee determines
otherwise, in no event shall an Award to any Participant that is intended to qualify as
“performance-based compensation” for purposes of Section 162(m) of the Code be adjusted pursuant,
to this Section 6.2 to the extent such adjustment would cause such Award to fail to qualify as
“performance-based compensation” under Section 162(m) of the Code.




          Section 6.3 Maximum Award Payable. Subject to Section 6.2, and notwithstanding any provision contained in the Plan to the contrary,
the maximum number of shares of Common Stock payable (or granted, if applicable) to any one
Participant under the Plan with respect to all Awards granted to such Participants for a calendar
year is one million (1,000,000) shares of Common Stock.




ARTICLE VII




PERFORMANCE AWARDS



          Section 7.1 Purpose. For purposes of Performance Awards issued to Employees, Directors, and Consultants that are
intended to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code,
the provisions of this Article VII shall apply in addition to and, where necessary, in lieu of the
provisions of Article X, Article XI, Article XII and Article XIII. The purpose of this Article is to provide the
Committee the ability to qualify the Stock Awards authorized under Article X, the Restricted Stock
Unit Awards authorized under Article XI, the performance units under Article XII and Cash Incentive Awards under Article XIII as
“performance-based compensation” under Section 162(m) of the Code. The provisions of this Article
VII shall control over any contrary provision contained in Article X, Article XI, Article XII or Article XIII.




          Section 7.2 Eligibility. For each Performance Period, the Committee will, in its sole discretion, designate within the
initial period allowed under Section 162(m) of the Code which Employees, Directors, and Consultants
will be Participants for such period. However, designation of an Employee, Director, or Consultant
as a Participant for a Performance Period shall not in any manner entitle the Participant to
receive an Award for the period. The determination as to whether or not such Participant becomes
entitled to an Award for such Performance Period shall be decided solely in accordance with the
provisions of this Article VII. Moreover, designation of an Employee, Director, or Consultant as a
Participant for a particular Performance Period shall not require designation of such Employee,
Director, or Consultant as a Participant in any subsequent Performance Period, and designation of
one Employee, Director, or Consultant as a Participant shall not require designation of any other
Employee, Director, or Consultant as a Participant in such period or in any other period.




          Section 7.3 Discretion of Committee with Respect to Performance Awards. The Committee shall have the authority to determine which Covered Employees or other Employees,
Directors, or Consultants shall be Participants of a Performance Award. With regard






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to a particular Performance Period, the Committee shall have full discretion to select the length
of such Performance Period, the type(s) of Performance Awards to be issued, the Performance
Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the
Performance Goal(s), whether the Performance Goal(s) is (are) to apply to the Company or any one or
more subunits thereof and the Performance Formula. For each Performance Period, with regard to the
Performance Awards to be issued for such period, the Committee will, within the initial period
allowed under Section 162(m) of the Code, if applicable, exercise its discretion with respect to
each of the matters enumerated in the immediately preceding sentence of this Section 7.3 and record
the same in writing.




          Section 7.4 Payment of Performance Awards.




          (a) Condition to Receipt of Performance Award. Unless otherwise provided in the
relevant Award Notice, a Participant must be employed by the Company on the last day of a
Performance Period to be eligible for a Performance Award for such Performance Period.




          (b) Limitation. A Participant shall be eligible to receive a Performance Award for a
Performance Period only to the extent that: (i) the Performance Goals for such period are achieved;
and (ii) the Performance Formula as applied against such Performance Goals determines that all or
some portion of such Participant’s Performance Award has been earned for the Performance Period.




          (c) Certification. Following the completion of a Performance Period, the Committee
shall meet to review and certify in writing whether, and to what extent, the Performance Goals for
the Performance Period have been achieved and, if so, to also calculate and certify in writing the
amount of the Performance Awards earned for the period based upon the Performance Formula. The
Committee shall then determine the actual size of each Participant’s Performance Award for the
Performance Period and, in so doing, shall apply Negative Discretion, if and when it deems
appropriate.




          (d) Negative Discretion. In determining the actual size of an individual Performance
Award for a Performance Period, the Committee may reduce or eliminate the amount of the Performance
Award earned under the Performance Formula for the Performance Period through the use of Negative
Discretion, if in its sole judgment, such reduction or elimination is appropriate.




          (e) Timing of Award Payments. The Awards granted for a Performance Period shall be
paid to Participants as soon as administratively practicable following completion of the
certifications required by Section 7.4(c).








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ARTICLE VIII




STOCK OPTIONS



          Section 8.1 In General. Awards may be granted in the form of stock options. These stock options may be incentive stock
options within the meaning of Section 422 of the Code or non-qualified stock options (i.e., stock
options which are not incentive stock options), or a combination of both. All Awards under the
Plan issued to Covered Employees in the form of non-qualified stock options shall qualify as
“performance-based compensation” under Section 162(m) of the Code, if such section is applicable to
Swift.




          Section 8.2 Terms and Conditions of Stock Options.
An option shall be exercisable in accordance with such terms and conditions and at such times and during such periods as may
be determined by the Committee. The price at which Common Stock may be purchased upon exercise of a stock option shall be
not less than one hundred percent (100%) of the Fair Market Value of the Common Stock, as determined by the Committee, on
the effective date of the option’s grant (or such greater exercise price required by the Code or other applicable law
or the rules of a stock exchange or quotation system on which the Common Stock may be listed). In addition, the term of a
stock option may not exceed ten (10) years (or such shorter  term required by the Code or other applicable law or the rules
of a stock exchange or quotation system on which the Common Stock may be listed).




          Section 8.3 Restrictions Relating to Incentive Stock Options. Stock options issued in the form of incentive stock options shall, in addition to being subject
to the terms and conditions of Section 8.2, comply with Section 422 of the Code. Accordingly, the
aggregate Fair Market Value (determined at the time the option was granted) of the Common Stock
with respect to which incentive stock options are exercisable for the first time by a Participant
during any calendar year (under this Plan or any other plan of the Company) shall not exceed
$100,000 (or such other limit as may be required by Section 422 of the Code).




          Section 8.4 Exercise. Upon exercise, the option price of a stock option may be paid in cash, or, to the extent
permitted by the Committee, by tendering, by either actual delivery of shares or by attestation,
shares of Common Stock, a combination of the foregoing, or such other consideration as the
Committee may deem appropriate. The Committee shall establish appropriate methods for accepting
Common Stock, whether restricted or unrestricted, and may impose such conditions as it deems
appropriate on the use of such Common Stock to exercise a stock option. Stock options awarded
under the Plan may also be exercised by way of a broker-assisted stock option exercise program, if
any, provided such program is available at the time of the option’s exercise. Notwithstanding the
foregoing or the provision of any Award Notice, a Participant may not pay the exercise price of a
stock option using shares of Common Stock if, in the opinion of counsel to Swift, (a) there is a
substantial likelihood that the use of such form of payment or the timing of such form of payment
would subject the Participant to a substantial risk of liability under Section 16 of the Exchange
Act or (b) there is a substantial likelihood that the use of such form of payment would result in
accounting treatment to the Company under generally accepted accounting principles that the
Committee reasonably determines is adverse to the Company.







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ARTICLE IX




STOCK APPRECIATION RIGHTS



          Section 9.1 In General. Awards may be granted in the form of stock appreciation rights (“SARs”). SARs entitle
the Participant to receive a payment equal to the appreciation in a stated number of shares of
Common Stock from the exercise price to the Fair Market Value of the Common Stock on the date of
exercise. The “exercise price” for a particular SAR shall be defined in the Award Notice for that
SAR. An SAR may be granted in tandem with all or a portion of a related stock option under the
Plan (“Tandem SARs”), or may be granted separately (“Freestanding SARs”). A Tandem
SAR may be granted either at the time of the grant of the related stock option or at any time
thereafter during the term of the stock option. All Awards under the Plan issued to Covered
Employees in the form of a SAR shall qualify as “performance-based compensation” under Section
162(m) of the Code.




          Section 9.2 Terms and Conditions of Tandem SARs. A Tandem SAR shall be exercisable to the extent, and only to the extent, that the related stock
option is exercisable, and the “exercise price” of such an SAR (the base from which the value of
the SAR is measured at its exercise) shall be the option price under the related stock option.
However, at no time shall a Tandem SAR be issued if the option price of its related stock option is
less than the Fair Market Value of the Common Stock, as determined by the Committee, on the
effective date of the Tandem SAR’s grant. If a related stock option is exercised as to some or all
of the shares covered by the Award, the related Tandem SAR, if any, shall be canceled automatically
to the extent of the number of shares covered by the stock option exercise. Upon exercise of a
Tandem SAR as to some or all of the shares covered by the Award, the related stock option shall be
canceled automatically to the extent of the number of shares covered by such exercise. Moreover,
all Tandem SARs shall expire not later than the expiration date of
the related stock options.




          Section 9.3 Terms and Conditions of Freestanding SARs. Freestanding SARs shall be exercisable or automatically mature in accordance with such terms and
conditions and at such times and during such periods as may be determined by the Committee. The
exercise price of a Freestanding SAR shall be not less than one hundred percent (100%) of the Fair
Market Value of the Common Stock on the effective date of the Freestanding SAR’s grant. Moreover,
all Freestanding SARs shall expire not later than ten (10) years from the effective date of the
Freestanding SAR’s grant.




          Section 9.4 Deemed Exercise. The Committee may provide that an SAR shall be deemed to be exercised at the close of business
on the scheduled expiration date of such SAR if at such time the SAR by its terms remains
exercisable and, if so exercised, would result in a payment to the holder of such SAR.




          Section 9.5 Payment. Unless otherwise provided in an Award Notice, an SAR may be paid in cash, Common Stock or any
combination thereof, as determined by the Committee, in its sole and absolute discretion, at the
time that the SAR is exercised.








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ARTICLE X




STOCK AWARDS



          Section 10.1 Grants. Awards may be granted in the form of Stock Awards. Stock Awards shall be awarded in such
numbers and at such times during the term of the Plan as the Committee shall determine.




          Section 10.2 Performance Criteria. For Stock Awards conditioned, restricted, and/or limited based on Performance Goals, the length
of the Performance Period, the Performance Goals to be achieved during the Performance Period, and
the measure of whether and to what degree such Performance Goals have been attained shall be
conclusively determined by the Committee in the exercise of its absolute discretion. Performance
Goals may be revised by the Committee, at such times as it deems appropriate during the Performance
Period, in order to take into consideration any unforeseen events or changes in circumstances.




          Section 10.3 Rights as Stockholders. During the period in which any restricted shares of Common Stock are subject to any
restrictions, the Committee may, in its sole discretion, deny a Participant to whom such restricted
shares have been awarded all or any of the rights of a stockholder with respect to such shares,
including, but not by way of limitation, limiting the right to vote such shares or the right to
receive dividends on such shares.




          Section 10.4 Evidence of Award. Any Stock Award granted under the Plan may be evidenced in such manner as the Committee deems
appropriate, including, without limitation, book-entry registration or issuance of a stock
certificate or certificates, with such restrictive legends and/or stop transfer instructions as the
Committee deems appropriate.




ARTICLE XI




RESTRICTED STOCK UNIT AWARDS



          Section 11.1 Grants. Awards may be granted in the form of Restricted Stock Unit Awards. Restricted Stock Unit Awards
shall be awarded in such numbers and at such times during the term of the Plan as the Committee
shall determine.




          Section 11.2 Rights as Stockholders. Until the shares of Common Stock to be received upon the vesting of such Restricted Stock Unit
Award are actually received by a Participant, the Participant shall have no rights as a stockholder
with respect to such shares.




          Section 11.3 Evidence of Award. A Restricted Stock Unit Award granted under the Plan may be recorded on the books and records of
Swift in such manner as the Committee deems appropriate.







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ARTICLE XII




PERFORMANCE UNITS



          Section 12.1 Grants. Awards may be granted in the form of performance units. Performance units, as that term is used
in this Plan, shall refer to units valued by reference to designated criteria established by the
Committee, other than Common Stock.




          Section 12.2 Performance Criteria. Performance units shall be contingent on the attainment during a Performance Period of certain
Performance Goals. The length of the Performance Period, the Performance Goals to be achieved
during the Performance Period, and the measure of whether and to what degree such Performance Goals
have been attained shall be conclusively determined by the Committee in the exercise of its
absolute discretion. Performance Goals may be revised by the Committee, at such times as it deems
appropriate during the Performance Period, in order to take into consideration any unforeseen
events or changes in circumstances.



ARTICLE XIII




CASH AWARDS



          Section 13.1 Grants. The Committee, in its absolute discretion, may grant an Award
payable in cash (each, a “Cash Incentive Award”) in such amounts as it shall determine from time to
time. A Cash Incentive Award may be granted (a) as a separate Award, (b) in connection with the
grant, issuance, vesting, exercise, or payment of another Award under the Plan or at any time
thereafter, or (c) to the extent permitted under Section 409A of the Code, on or after the date on
which the Participant is required to recognize income for federal income tax purposes in connection
with the grant, issuance, vesting, exercise, or payment of another Award under the Plan.



          Section 13.2 Performance Awards. Cash Incentive Awards shall be subject to such
terms, conditions, and limitations as the Committee shall determine on the date of grant of such
Cash Incentive Award. Cash Incentive Awards intended to qualify as “performance-based
compensation” under Code Section 162(m) shall be subject to the same terms and conditions described
in Article VII.



          Section 13.3 Limitation on Awards. The amount of a Cash Incentive Award shall be
limited in amount to no more than $4 million per annum for the Chief Executive Officer and no more
than $2 million per annum for any other Covered Employee.





ARTICLE
XIV




PAYMENT OF AWARDS



          Section 14.1 Payment. Absent a Plan or Award Notice provision to the contrary, payment of Awards may, at the
discretion of the Committee, be made in cash, Common Stock, a combination of cash and Common Stock,
or any other form of property as the Committee shall determine. In addition, payment of Awards may
include such terms, conditions, restrictions, and/or limitations, if any, as the Committee deems
appropriate, including, in the case of Awards paid in the form of Common Stock, restrictions on
transfer and forfeiture provisions; provided, however, such terms, conditions,
restrictions, and/or limitations are not inconsistent with the Plan.




          Section 14.2 Withholding Taxes. The Company shall be entitled to deduct from any payment under the Plan, regardless of the form
of such payment, the amount of all applicable income and employment taxes required by law to be
withheld with respect to such payment or may require the Participant to pay to it the amount of
such tax prior to and as a condition of the making of such payment. In accordance with any
applicable administrative guidelines it establishes, the Committee may allow a Participant to pay
the amount of taxes required by law to be withheld from an Award by withholding from any payment of
Common Stock due as a result of such Award, or by permitting the Participant to deliver to Swift,
shares of Common Stock having a Fair Market Value equal to the minimum amount of such required
withholding taxes. Notwithstanding the foregoing or the provision of any Award Notice, a
Participant may not pay the amount of taxes required by law to be withheld using shares of Common
Stock if, in the opinion of counsel to Swift, (a) there is a substantial likelihood that the use of
such form of payment or the timing of such form of payment would subject the Participant to a
substantial risk of liability under Section 16 of the Exchange Act, or (b) there is a substantial
likelihood that the use of such form of payment would result in accounting treatment to the
Company under generally accepted accounting principles that the
Committee reasonably determines is adverse to the Company.







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ARTICLE XV




DIVIDEND AND DIVIDEND EQUIVALENTS



          If an Award is granted in the form of a Stock Award or stock option, or in the form of any
other stock-based grant, the Committee may choose, at the time of the grant of the Award or any
time thereafter up to the time of the Award’s payment, to include as part of such Award an
entitlement to receive dividends or dividend equivalents, subject to such terms, conditions,
restrictions, and/or limitations, if any, as the Committee may establish. Dividends and dividend
equivalents shall be paid in such form and manner (i.e., lump sum or installments), and at such
time(s) as the Committee shall determine. All dividends or dividend equivalents which are not paid
currently may, at the Committee’s discretion, accrue interest, be reinvested into additional shares
of Common Stock or, in the case of dividends or dividend equivalents credited in connection with
Stock Awards, be credited as additional Stock Awards and paid to the Participant if and when, and
to the extent that, payment is made pursuant to such Award.




ARTICLE
XVI




MISCELLANEOUS



          Section 16.1 Nonassignability. Except as otherwise provided in an Award Notice, no Awards or any other payment under the Plan
shall be subject in any manner to alienation, anticipation, sale, transfer (except by will or the
laws of descent and distribution), assignment, or pledge, nor shall any Award be payable to or
exercisable by anyone other than the Participant to whom it was granted.




          Section 16.2 Regulatory Approvals and Listings. Notwithstanding anything contained in this Plan to the contrary, Swift shall have no obligation
to issue or deliver certificates of Common Stock evidencing Stock Awards or any other Award
resulting in the payment of Common Stock prior to (a) the obtaining of any approval from any
governmental agency which Swift shall, in its sole discretion, determine to be necessary or
advisable, (b) the admission of such shares to listing on the stock exchange or quotation system on
which the Common Stock may be listed, and (c) the completion of any registration or other
qualification of said shares under any state or federal law or ruling of any governmental body
which Swift shall, in its sole discretion, determine to be necessary or advisable.




          Section 16.3 No Right to Continued Employment or Grants. Participation in the Plan shall not give any Participant the right to remain in the employ or
other service of the Company. The Company reserves the right to terminate the employment or other
service of a Participant at any time. Further, the adoption of this Plan shall not be deemed to
give any Employee, Director, or any other individual any right to be selected as a Participant or
to be granted an Award. In addition, no Employee, Director, or any other individual having been
selected for an Award, shall have at any time the right to receive any additional Awards.







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          Section 16.4
Amendment/Termination. The Plan shall terminate and expire on
the tenth anniversary of the Effective Date; provided,
however, the Committee may suspend or terminate the Plan at any time for any reason with or without prior
notice. In addition, the Committee may, from time to time for any reason and with or without prior
notice, amend the Plan in any manner, but may not without stockholder approval adopt any amendment
which would require the vote of the stockholders of Swift if such approval is necessary or deemed
advisable with respect to tax, securities, or other applicable laws or regulations, including, but
not limited to, the listing requirements of the stock exchanges or quotation systems on which the
securities of Swift are listed. Notwithstanding the foregoing, without the consent of a
Participant (except as otherwise provided in Section 6.2), no amendment may materially and
adversely affect any of the rights of such Participant under any Award theretofore granted to such
Participant under the Plan.




          Section 16.5 Effect of Initial Public Offering and Change in Control. The effect of an Initial Public Offering or a Change in Control (as defined in the Award Notice)
shall be as set forth in the applicable Award Notice. For the avoidance of doubt, (a) in no event
shall an Initial Public Offering be deemed a Change in Control or a Sale (as defined in the Award
Notice), (b) upon and following the Initial Public Offering, all options which are or become vested
shall become exercisable upon such applicable vesting date and (c) no Change in Control shall be
deemed to have occurred solely by reason of a change in the composition of the Board as long as the
following individuals do not cease for any reason to constitute a majority of the number of
directors then serving: (i) the individuals who, on the Effective Date, constitute the Board and
(ii) any new director (other than a director whose initial assumption of office is in connection
with an actual or threatened election contest, including but not limited to a consent solicitation,
relating to the election of directors of Swift) whose appointment or election by the Board or
nomination for election by Swift’s stockholders was approved or recommended by a vote of at least
three-fourths (3/4) of the directors then still in office who either were directors on the
Effective Date or whose appointment, election or nomination for election was previously so approved
or recommended.




          Section 16.6 Governing Law. The Plan shall be governed by and construed in accordance with the laws of the State of
Delaware, except as superseded by applicable federal law, without giving effect to its conflicts of
law provisions.




          Section 16.7 No Right, Title, or Interest in Company Assets. No Participant shall have any rights as a stockholder as a result of participation in the Plan
until the date of issuance of a stock certificate in his or her name, and, in the case of
restricted shares of Common Stock, such rights are granted to the Participant under the Plan. To
the extent any person acquires a right to receive payments from the Company under the Plan, such
rights shall be no greater than the rights of an unsecured creditor of the Company and the
Participant shall not have any rights in or against any specific assets of the Company. All of the
Awards granted under the Plan shall be unfunded.




          Section 16.8 No Guarantee of Tax Consequences. No person connected with the Plan in any capacity, including, but not limited to, the Company
and its directors, officers, agents, and employees, makes any representation, commitment, or
guaranty that any tax treatment, including, but not limited to, federal, state, and local income,
estate, and gift tax treatment, will be applicable with respect to the tax treatment of any Award,
any amounts






17









 







deferred under the Plan, or paid to or for the benefit of a Participant under the Plan, or that
such tax treatment will apply to or be available to a Participant on account of participation in
the Plan.




          Section 16.9 Successors. All obligations of the Company under this Plan with respect to Awards granted hereunder shall be
binding on any successor to the Company, whether the existence of such successor is the result of a
direct or indirect purchase, merger, consolidation, reincorporation, or otherwise, of all or
substantially all of the business and/or assets of the Company.




          Section 16.10 Code Section 409A. The intent of the parties is that payments and benefits under this Plan comply with Section 409A
of the Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this
Plan shall be interpreted and administered to be in compliance therewith. Notwithstanding anything
contained herein to the contrary, to the extent required in order to avoid accelerated taxation
and/or tax penalties under Section 409A of the Code, a Participant shall not be considered to have
terminated employment with the Company for purposes of this Plan unless the Participant would be
considered to have incurred a “separation from service” from the Company within the meaning of
Section 409A of the Code. Each amount to be paid or benefit to be provided under this Plan shall
be construed as a separate identified payment for purposes of Section 409A of the Code, and any
payments described in this Plan that are due within the “short term deferral period” as defined in
Section 409A of the Code shall not be treated as deferred compensation unless applicable law
requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein
to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties
under Section 409A of the Code, amounts that would otherwise be payable and benefits that would
otherwise be provided pursuant to this Plan during the six-month period immediately following a
Participant’s separation from service shall instead be paid on the first business day after the
date that is six months following the Participant’s separation from service (or death, if earlier).
The Plan and any Award Notices issued thereunder may be amended in any respect deemed by the Board
or the Committee to be necessary in order to preserve compliance with, or exemption from, Section
409A of the Code.




          Section 16.11 Plan Not Exclusive. This Plan is not intended to be the exclusive means
by which the Company may issue options, warrants, or other rights to acquire shares of Common
Stock.



          Section 16.12 Unfunded Plan. This Plan shall be unfunded. Although bookkeeping
accounts may be established with respect to Participants under this Plan, any such accounts shall
be used merely as a bookkeeping convenience, including bookkeeping accounts established by a third
party administrator retained by the Company to administer the Plan. The Company shall not be
required to segregate any assets for purposes of this Plan or Awards made hereunder, nor shall the
Company, the Board or the Committee be deemed to be a trustee of any benefit to be granted under
this Plan. Any liability or obligation of the Company to any Participant with respect to an Award
under this Plan shall be based solely upon any contractual obligations that may be created by this
Plan and any Award Notice, and no such liability or obligation of the Company shall be deemed to be
secured by any pledge or other encumbrance on any property of the Company. Neither the Company nor
the Board nor the Committee shall be required to give any security or bond for the performance of
any obligation that may be created by this Plan.




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