Exhibit 4.5

 

DASEKE, INC.

2017 MANAGEMENT STOCK OWNERSHIP PROGRAM

FOR SELECTED MANAGEMENT

 

	
Establishment
    	
 
    	
The following is a summary plan description of the   terms of the 2017 Management Stock Ownership Program (“MSOP Plan”) for   selected members of management. The MSOP Plan is a sub-plan of the   Daseke, Inc., 2017 Omnibus Incentive Plan (the “Incentive Plan”) and is   intended to be a summary of the term of any Award which is governed by the   Award Agreement and the Incentive Plan. All capitalized terms used herein   shall have the meanings ascribed to them in the Incentive Plan, unless   specifically set forth otherwise herein.
    
	
 
    	
 
    	
 
    
	
Eligibility
    	
 
    	
Management employees of the Company or its subsidiaries,   as designated by the Company, are eligible to participate in the MSOP Plan.
    
	
 
    	
 
    	
 
    
	
Award Agreement
    	
 
    	
Each Award granted under the MSOP Plan shall be   evidenced by a written Award Agreement which shall specify the terms and   conditions applicable to the Award.
    
	
 
    	
 
    	
 
    
	
Equity Awards
    	
 
    	
The equity awards granted under the MSOP Plan shall   consist solely of Nonqualified Stock Options (Options). Each Option shall   give the Participant the right, once vested, to buy one share of Company   stock at a price equal to the Fair Market Value of one Share of Company stock   on the date of grant.
    
	
 
    	
 
    	
 
    
	
Employment With the Company
    	
 
    	
The Options granted under the MSOP Plan are granted   on the condition that the Participant continues to be employed by the Company   or its subsidiaries from the date of grant through (and including) the   applicable vesting date(s) (referred to herein as the “Period of   Restriction”).
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
The number of Options granted shall vest ratably at   the rate of twenty percent (20%) annually from the date of grant, provided   the Participant continues to be employed with the Company or its subsidiaries   through such anniversary or anniversaries.
    
	
 
    	
 
    	
 
    
	
Exercise
    	
 
    	
After vesting and before the expiration date, the   Participant may exercise an Option to buy a share of Company stock.
    
	
 
    	
 
    	
 
    
	
Expiration Date
    	
 
    	
Options will expire ten years from the date of grant   or such earlier time provided in the Award Agreement.
    
	
 
    	
 
    	
 
    
	
Dividend Equivalent and Voting Rights
    	
 
    	
Before the Option is exercised, Participant shall   not be entitled to dividend equivalent rights and shall not have voting   rights with respect to the unexercised Options.
    
	
 
    	
 
    	
 
    
	
Termination of Employment by Death or Disability
    	
 
    	
In the event the Participant’s employment with the   Company is terminated by reason of death or Disability (as defined in the   Incentive Plan), all Options held by the Participant at the date of   termination and still subject to the Period of Restriction shall   immediately become vested, together with amounts previously vested, on a pro   rata basis based on the number of full months completed during the   Restriction Period up through the date of termination divided by the total   number of months in the Restriction Period. The Participant or the   Participant’s beneficiary shall have the right to exercise the Option for the   shorter of 90 days from the date of termination or the expiration of the   stated term.
    
	
 
    	
 
    	
 
    
	
Termination of Employment for Other Reasons
    	
 
    	
In the event the Participant’s employment with the   Company is terminated for any reason other than death or Disability, all   Options held by the Participant at the date of termination and still subject   to the Period of Restriction shall be forfeited.
    


 











 

	
Transferability of Awards
    	
 
    	
No Award may be sold, assigned, alienated, pledged,   attached or otherwise transferred or encumbered by a Participant otherwise   than by will or by the laws of descent and distribution.
    
	
 
    	
 
    	
 
    
	
No Right to Employment
    	
 
    	
The grant of an Award shall not be construed as   giving a Participant the right to be retained in the employment of the   Company. Further, the Company may at any time dismiss a Participant from   employment free from any liability or any claim under the MSOP Plan or any   Award Agreement.
    
	
 
    	
 
    	
 
    
	
No Rights to Awards
    	
 
    	
No Participant or other person shall have any claim   to be granted any Award, and there is no obligation for uniformity of   treatment of Participants, Awards, or holders or beneficiaries of Awards. The   terms and conditions of Awards and the Committee’s determinations and   interpretations with respect thereto need not be the same with respect to   each Participant (whether or not such Participants are similarly situated).
    
	
 
    	
 
    	
 
    
	
Tax Withholding
    	
 
    	
The Company shall have the right and is hereby   authorized to withhold from any Award, from any payment due or transfer made   under any Award or under the MSOP Plan or from any compensation or other   amount owing to a Participant the amount (in cash, Shares or other property)   of any applicable withholding taxes in respect of an Award or any payment or   transfer under an Award or under the MSOP Plan, and to take such other   action(s) as may be necessary or appropriate to ensure the payment of   such taxes.