Exhibit 10.1


 


INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION AGREEMENT,
made and executed this      day of                   ,
2010, by and between Marten Transport, Ltd., a Delaware corporation (the “Company”),
and                                 
, an individual resident of the State of                     
(the “Indemnitee”).


 


WHEREAS, the Company is aware that, in order to induce highly competent
persons to serve the Company as directors or officers or in other capacities,
the Company must provide such persons with adequate protection through
insurance and indemnification against inordinate risks of claims and actions
against them arising out of their service to and activities on behalf of the
Company;


 


WHEREAS, the Board of Directors of the Company has determined that it
is essential to the best interests of the Company’s stockholders that the
Company act to assure such persons that there will be such protection in the
future;


 


WHEREAS, it is reasonable, prudent and necessary for the Company
contractually to obligate itself to indemnify such persons to the fullest
extent permitted by applicable law so that they will continue to serve the
Company free from undue concern that they will not be so indemnified; and


 


WHEREAS, the Indemnitee is willing to serve, continue to serve, and
take on additional service for or on behalf of the Company or any of its direct
or indirect subsidiaries on the condition that he/she be so indemnified.


 


NOW, THEREFORE, in consideration of the premises and the mutual
promises and covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Company and the Indemnitee do hereby agree as follows:


 


1.             Service by the Indemnitee.  The
Indemnitee agrees to serve and/or continue to serve as a director or officer of
the Company faithfully and will discharge his/her duties and responsibilities
to the best of his/her ability so long as the Indemnitee is duly elected or
qualified in accordance with the provisions of the Amended and Restated
Certificate of Incorporation, as amended, and as may be amended from time to
time, (the “Certificate”), and the Bylaws of the Company, as amended, as
may be amended from time to time, (the “Bylaws”) of the Company and the
General Corporation Law of the State of Delaware, as amended (the “DGCL”),
or until his/her earlier death, resignation or removal.  The Indemnitee may at any time and for any
reason resign from such position (subject to any other contractual obligation
or other obligation imposed by operation by law), in which event the Company
shall have no obligation under this Agreement to continue to retain the
Indemnitee in any such position.  Nothing
in this Agreement shall confer upon the Indemnitee the right to continue in the
employ of the Company or as a director of the Company or affect the right of
the Company to terminate the Indemnitee’s employment or service at any time in
the sole discretion of the Company, with or without cause, subject to any
contract rights of the Indemnitee created or existing otherwise than under this
Agreement.


 

















 


2.             Indemnification.  The Company shall
indemnify the Indemnitee against all Expenses (as defined below), judgments,
fines and amounts paid in settlement actually and reasonably incurred by the
Indemnitee as provided in this Agreement to the fullest extent permitted by the
Certificate, Bylaws and DGCL or other applicable law in effect on the date of
this Agreement and to any greater extent that applicable law or Company
documents may in the future from time to time permit.  Without diminishing the scope of the
indemnification provided by this Section 2, the rights of indemnification
of the Indemnitee provided hereunder shall include, but shall not be limited
to, those rights hereinafter set forth, except that no indemnification shall be
paid to the Indemnitee:


 


(a)           on
account of any action, suit or proceeding in which judgment is rendered against
the Indemnitee for disgorgement of profits made from the purchase or sale by
the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of
the Securities Exchange Act of 1934, as amended (the “Act”), or similar
provisions of any federal, state or local statutory law;


 


(b)           on
account of conduct of the Indemnitee which is finally adjudged by a court of
competent jurisdiction to have been knowingly fraudulent or to constitute
willful misconduct;


 


(c)           in
any circumstance where such indemnification is expressly prohibited by
applicable law;


 


(d)           with
respect to liability for which payment is actually made to the Indemnitee under
a valid and collectible insurance policy or under a valid and enforceable
indemnity clause, By-law or agreement (other than this Agreement), except in
respect of any liability in excess of payment under such insurance, clause,
By-law or agreement;


 


(e)           if
a final decision by a court having jurisdiction in the matter shall determine
that such indemnification is not lawful (and, in this respect, both the Company
and the Indemnitee have been advised that it is the position of the Securities
and Exchange Commission that indemnification for liabilities arising under the
federal securities laws is against public policy and is, therefore,
unenforceable, and that claims for indemnification should be submitted to the
appropriate court for adjudication); or


 


(f)            in
connection with any action, suit or proceeding by the Indemnitee against the
Company or any of its direct or indirect subsidiaries or the directors,
officers, employees or other Indemnitees of the Company or any of its direct or
indirect subsidiaries, (i) unless such indemnification is expressly
required to be made by law, (ii) unless the proceeding was authorized by
the Board of Directors of the Company, (iii) unless such indemnification
is provided by the Company, in its sole discretion, pursuant to the powers
vested in the Company under applicable law, or (iv) except as provided in
Sections 11 and 13 hereof.


 


3.             Actions or Proceedings Other Than an Action by or in
the Right of the Company.  The
Indemnitee shall be entitled to the indemnification rights provided in this 


 


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Section 3 if the Indemnitee was or is a party or
witness or is threatened to be a party or witness to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative in nature, other than an action by or in the right of the
Company, by reason of the fact that the Indemnitee is or was a director,
officer, employee, agent or fiduciary of the Company, or any of its direct or
indirect subsidiaries, or is or was serving at the request of the Company, or
any of its direct or indirect subsidiaries, as a director, officer, employee,
agent or fiduciary of any other entity, including, but not limited to, another
corporation, partnership, limited liability company, employee benefit plan,
joint venture, trust or other enterprise, or by reason of any act or omission
by him/her in such capacity.  Pursuant to
this Section 3, the Indemnitee shall be indemnified against all Expenses,
judgments, penalties (including excise and similar taxes), fines and amounts
paid in settlement which were actually and reasonably incurred by the
Indemnitee in connection with such action, suit or proceeding (including, but
not limited to, the investigation, defense or appeal thereof), if the
Indemnitee acted in good faith and in a manner the Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his/her conduct was unlawful.


 


4.             Actions by or in the Right of the Company.  The Indemnitee shall be entitled to the
indemnification rights provided in this Section 4 if the Indemnitee was or
is a party or witness or is threatened to be made a party or witness to any
threatened, pending or completed action, suit or proceeding brought by or in
the right of the Company to procure a judgment in its favor by reason of the
fact that the Indemnitee is or was a director, officer, employee, agent or
fiduciary of the Company, or any of its direct or indirect subsidiaries, or is
or was serving at the request of the Company, or any of its direct or indirect
subsidiaries, as a director, officer, employee, agent or fiduciary of another
entity, including, but not limited to, another corporation, partnership,
limited liability company, employee benefit plan, joint venture, trust or other
enterprise, or by reason of any act or omission by him/her in any such capacity.
 Pursuant to this Section 4, the
Indemnitee shall be indemnified against all Expenses actually and reasonably
incurred by him/her in connection with the defense or settlement of such
action, suit or proceeding (including, but not limited to the investigation,
defense or appeal thereof), if the Indemnitee acted in good faith and in a
manner the Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company; provided however, that no such indemnification shall
be made in respect of any claim, issue, or matter as to which the Indemnitee
shall have been adjudged to be liable to the Company, unless and only to the
extent that the Court of Chancery of the State of Delaware or the court in
which such action, suit or proceeding was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, the Indemnitee is fairly and reasonably entitled to
be indemnified against such Expenses actually and reasonably incurred by him/her
which such court shall deem proper.


 


5.             Good Faith Definition.  For purposes of this Agreement, the
Indemnitee shall be deemed to have acted in good faith and in a manner the
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Company, or, with respect to any criminal action or proceeding to have had
no reasonable cause to believe the Indemnitee’s conduct was unlawful, if such
action was based on (i) the records or books of the account of the Company
or other enterprise, including financial statements; (ii) information supplied
to the Indemnitee by the officers of the Company or other enterprise in the
course of their duties; (iii) the advice of legal 


 


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counsel for the Company or other enterprise; or (iv) information
or records given in reports made to the Company or other enterprise by an
independent certified public accountant or by an appraiser or other expert
selected with reasonable care by the Company or other enterprise.


 


6.             Indemnification for Expenses of Successful Party.  Notwithstanding the other provisions of this
Agreement, to the extent that the Indemnitee has served on behalf of the
Company, or any of its direct or indirect subsidiaries, as a witness or other
participant in any class action or proceeding, or has been successful, on the
merits or otherwise, in defense of any action, suit or proceeding referred to
in Section 3 and 4 hereof, or in defense of any claim, issue or matter
therein, including, but not limited to, the dismissal of any action without
prejudice, the Indemnitee shall be indemnified against all Expenses actually
and reasonably incurred by the Indemnitee in connection therewith, regardless
of whether or not the Indemnitee has met the applicable standards of Section 3
or 4 and without any determination pursuant to Section 8.


 


7.             Partial Indemnification.  If the Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some or a
portion of the Expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred by the Indemnitee in connection with the
investigation, defense, appeal or settlement of such suit, action,
investigation or proceeding described in Section 3 or 4 hereof, but is not
entitled to indemnification for the total amount thereof, the Company shall
nevertheless indemnify the Indemnitee for the portion of such Expenses,
judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by the Indemnitee to which the Indemnitee is entitled.


 


8.             Procedure for Determination of Entitlement to
Indemnification.


 


(a)           To
obtain indemnification under this Agreement, the Indemnitee shall submit to the
Company a written request, including documentation and information which is
reasonably available to the Indemnitee and is reasonably necessary to determine
whether and to what extent the Indemnitee is entitled to indemnification.  The Secretary of the Company shall, promptly
upon receipt of a request for indemnification, advise the Board of Directors in
writing that the Indemnitee has requested indemnification.  Any Expenses incurred by the Indemnitee in
connection with the Indemnitee’s request for indemnification hereunder shall be
borne by the Company.  The Company hereby
indemnifies and agrees to hold the Indemnitee harmless for any Expenses
incurred by the Indemnitee under the immediately preceding sentence
irrespective of the outcome of the determination of the Indemnitee’s
entitlement to indemnification.


 


(b)           Upon
written request by the Indemnitee for indemnification pursuant to Section 3
or 4 hereof, the entitlement of the Indemnitee to indemnification pursuant to
the terms of this Agreement shall be determined by the following person or
persons, who shall be empowered to make such determination: (i) if a
Change in Control (as hereinafter defined) shall have occurred, by Independent
Counsel (as hereinafter defined) (unless the Indemnitee shall request in
writing that such determination be made by the Board of Directors (or a
committee thereof) in the manner provided for in clause (ii) of this Section 8(b))
in a written opinion to the Board of Directors, a copy of which shall be
delivered to the Indemnitee; or (ii) if a Change in Control shall not have
occurred, (A)(1) by the Board of Directors of the Company, by a majority
vote of Disinterested Directors (as hereinafter defined) even though less than
a quorum, or (2) by a 


 


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committee of Disinterested Directors designated by majority vote of
Disinterested Directors, even though less than a quorum, or (B) if there
are no such Disinterested Directors or, even if there are such Disinterested
Directors, if the Board of Directors, by the majority vote of Disinterested
Directors, so directs, by Independent Counsel in a written opinion to the Board
of Directors, a copy of which shall be delivered to the Indemnitee.  Such Independent Counsel shall be selected by
the Board of Directors and approved by the Indemnitee.  Upon failure of the Board of Directors to so
select, or upon failure of the Indemnitee to so approve, such Independent
Counsel shall be selected by the Chancellor of the State of Delaware or such
other person as the Chancellor shall designate to make such selection. Such
determination of entitlement to indemnification shall be made not later than
45 days after receipt by the Company of a written request for
indemnification.  If the person making
such determination shall determine that the Indemnitee is entitled to
indemnification as to part (but not all) of the application for
indemnification, such person shall reasonably prorate such part of
indemnification among such claims, issues or matters.  If it is so determined that the Indemnitee is
entitled to indemnification, payment to the Indemnitee shall be made within ten
days after such determination.


 


9.             Presumptions and Effect of Certain Proceedings.


 


(a)           In making a
determination with respect to entitlement to indemnification, the Indemnitee
shall be presumed to be entitled to indemnification hereunder and the Company
shall have the burden of proof in the making of any determination contrary to
such presumption.


 


(b)           If the Board of
Directors, or such other person or persons empowered pursuant to Section 8
to make the determination of whether the Indemnitee is entitled to
indemnification, shall have failed to make a determination as to entitlement to
indemnification within 45 days after receipt by the Company of such
request, the requisite determination of entitlement to indemnification shall be
deemed to have been made and the Indemnitee shall be absolutely entitled to
such indemnification, absent actual and material fraud in the request for
indemnification or a prohibition of indemnification under applicable law.  The termination of any action, suit,
investigation or proceeding described in Section 3 or 4 hereof by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall
not, of itself: (a) create a presumption that the Indemnitee did not act
in good faith and in a manner which he/she reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect to any criminal
action or proceeding, that the Indemnitee has reasonable cause to believe that
the Indemnitee’s conduct was unlawful; or (b) otherwise adversely affect
the rights of the Indemnitee to indemnification, except as may be provided
herein.


 


10.           Advancement of Expenses.  All reasonable Expenses actually incurred by
the Indemnitee in connection with any threatened or pending action, suit or
proceeding shall be paid by the Company in advance of the final disposition of
such action, suit or proceeding, if so requested by the Indemnitee, within 30 days
after the receipt by the Company of a statement or statements from the
Indemnitee requesting such advance or advances.  The Indemnitee may submit such statements from
time to time.  The Indemnitee’s
entitlement to such Expenses shall include those incurred in connection with
any proceeding by the Indemnitee seeking an adjudication or award in
arbitration pursuant to this Agreement.  Such
statement or statements shall reasonably evidence the Expenses incurred by the
Indemnitee in connection therewith and 


 


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shall include or be accompanied by a written
affirmation by the Indemnitee of the Indemnitee’s good faith belief that the
Indemnitee has met the standard of conduct necessary for indemnification under
this Agreement and an undertaking by or on behalf of the Indemnitee to repay
such amount if it is ultimately determined that the Indemnitee is not entitled
to be indemnified against such Expenses by the Company pursuant to this
Agreement or otherwise.  Each written
undertaking to pay amounts advanced must be an unlimited general obligation but
need not be secured, and shall be accepted without reference to financial
ability to make repayment.


 


11.           Remedies of the Indemnitee in Cases of Determination
not to Indemnify or to Advance Expenses.  In the event that a determination is made
that the Indemnitee is not entitled to indemnification hereunder or if the
payment has not been timely made following a determination of entitlement to
indemnification pursuant to Sections 8 and 9, or if Expenses are not advanced
pursuant to Section 10, the Indemnitee shall be entitled to a final
adjudication in an appropriate court of the State of Delaware or any other
court of competent jurisdiction of the Indemnitee’s entitlement to such
indemnification or advance.  Alternatively,
the Indemnitee may, at the Indemnitee’s option, seek an award in arbitration to
be conducted by a single arbitrator pursuant to the rules of the American
Arbitration Association, such award to be made within 60 days following
the filing of the demand for arbitration.  The Company shall not oppose the Indemnitee’s
right to seek any such adjudication or award in arbitration or any other claim.
 Such judicial proceeding or arbitration
shall be made de novo, and the
Indemnitee shall not be prejudiced by reason of a determination (if so made)
that the Indemnitee is not entitled to indemnification.  If a determination is made or deemed to have
been made pursuant to the terms of Section 8 or Section 9 hereof that
the Indemnitee is entitled to indemnification, the Company shall be bound by
such determination, and shall be precluded from asserting that such
determination has not been made or that the procedure by which such
determination was made is not valid, binding and enforceable.  The Company further agrees to stipulate in any
such court or before any such arbitrator that the Company is bound by all the
provisions of this Agreement and is precluded from making any assertions to the
contrary.  If the court or arbitrator
shall determine that the Indemnitee is entitled to any indemnification
hereunder, the Company shall pay all reasonable Expenses actually incurred by
the Indemnitee in connection with such adjudication or award in arbitration
(including, but not limited to, any appellate proceedings).


 


12.           Notification and Defense of Claim.  Promptly after receipt by the Indemnitee of
notice of the commencement of any action, suit or proceeding, the Indemnitee
will, if a claim in respect thereof is to be made against the Company under
this Agreement, notify the Company in writing of the commencement thereof; but
the omission to so notify the Company will not relieve the Company from any
liability that it may have to the Indemnitee otherwise than under this
Agreement or otherwise, except to the extent that the Company may suffer
material prejudice by reason of such failure.  Notwithstanding any other provision of this
Agreement, with respect to any such action, suit or proceeding as to which the
Indemnitee gives notice to the Company of the commencement thereof:


 


(a)           The
Company will be entitled to participate therein at its own expense.


 


(b)           Except
as otherwise provided in this Section 12(b), to the extent that it may
wish, the Company, jointly with any other indemnifying party similarly
notified, 


 


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shall be entitled to assume the defense thereof with counsel reasonably
satisfactory to the Indemnitee. After notice from the Company to the Indemnitee
of its election to so assume the defense thereof, the Company shall not be
liable to the Indemnitee under this Agreement for any legal or other Expenses
subsequently incurred by the Indemnitee in connection with the defense thereof
other than reasonable costs of investigation or as otherwise provided below.  The Indemnitee shall have the right to employ
the Indemnitee’s own counsel in such action or lawsuit, but the fees and
Expenses of such counsel incurred after notice from the Company of its
assumption of the defense thereof shall be at the expense of the Indemnitee
unless (i) the employment of counsel by the Indemnitee has been authorized
by the Company, (ii) the Indemnitee shall have reasonably concluded that
there may be a conflict of interest between the Company and the Indemnitee in
the conduct of the defense of such action and such determination by the
Indemnitee shall be supported by an opinion of counsel, which opinion shall be
reasonably acceptable to the Company, or (iii) the Company shall not in
fact have employed counsel to assume the defense of the action, in each of
which cases the fees and Expenses of counsel shall be at the expense of the
Company.  The Company shall not be
entitled to assume the defense of any action, suit or proceeding brought by or
on behalf of the Company or as to which the Indemnitee shall have reached the
conclusion provided for in clause (ii) above.


 


(c)           The
Company shall not be liable to indemnify the Indemnitee under this Agreement
for any amounts paid in settlement of any action, suit or proceeding effected
without its written consent, which consent shall not be unreasonably withheld.
The Company shall not be required to obtain the consent of the Indemnitee to
settle any action, suit or proceeding which the Company has undertaken to
defend if the Company assumes full and sole responsibility for such settlement
and such settlement grants the Indemnitee a complete and unqualified release in
respect of any potential liability.


 


(d)           If,
at the time of the receipt of a notice of a claim pursuant to this Section 12,
the Company has director and officer liability insurance in effect, the Company
shall give prompt notice of the commencement of such proceeding to the insurers
in accordance with the procedures set forth in the respective policies. The
Company shall thereafter take all necessary or desirable action to cause such
insurers to pay, on behalf of the Indemnitee, all amounts payable as a result
of such proceeding in accordance with the terms of the policies.


 


13.           Other
Right to Indemnification.  The
indemnification and advancement of Expenses provided by this Agreement are
cumulative, and not exclusive, and are in addition to any other rights to which
the Indemnitee may now or in the future be entitled under any provision of the Bylaws
or Certificate of the Company, any vote of stockholders or Disinterested
Directors, any provision of law or otherwise. Except as required by applicable
law, the Company shall not adopt any amendment to its Bylaws or Certificate the
effect of which would be to deny, diminish or encumber the Indemnitee’s right
to indemnification under this Agreement.


 


14.           Director and Officer Liability Insurance.  The Company shall maintain directors’ and
officers’ liability insurance for so long as the Indemnitee’s services are
covered hereunder, provided and to the extent that such insurance is available
on a commercially 


 


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reasonable basis.  In the event the Company maintains directors’
and officers’ liability insurance, the Indemnitee shall be named as an insured
in such manner as to provide the Indemnitee the same rights and benefits as are
accorded to the most favorably insured of the Company’s officers or directors.  However, the Company agrees that the
provisions hereof shall remain in effect regardless of whether liability or
other insurance coverage is at any time obtained or retained by the Company,
except that any payments made to, or on behalf of, the Indemnitee under an
insurance policy shall reduce the obligations of the Company hereunder.


 


15.           Spousal Indemnification.  The Company will indemnify the Indemnitee’s
spouse to whom the Indemnitee is legally married at any time the Indemnitee is
covered under the indemnification provided in this Agreement (even if the
Indemnitee did not remain married to him or her during the entire period of
coverage) against any pending or threatened action, suit, proceeding or
investigation for the same period, to the same extent and subject to the same
standards, limitations, obligations and conditions under which the Indemnitee
is provided indemnification herein, if the Indemnitee’s spouse (or former
spouse) becomes involved in a pending or threatened action, suit, proceeding or
investigation solely by reason of his or her status as the Indemnitee’s spouse,
including, without limitation, any pending or threatened action, suit,
proceeding or investigation that seeks damages recoverable from marital
community property, jointly-owned property or property purported to have been
transferred from the Indemnitee to his/her spouse (or former spouse).  The Indemnitee’s spouse or former spouse also
may be entitled to advancement of Expenses to the same extent that the
Indemnitee is entitled to advancement of Expenses herein.  The Company may maintain insurance to cover
its obligation hereunder with respect to the Indemnitee’s spouse (or former
spouse) or set aside assets in a trust or escrow fund for that purpose.


 


16.           Intent. 
This Agreement is intended to be broader than any statutory
indemnification rights applicable in the State of Delaware and shall be in
addition to any other rights the Indemnitee may have under the Company’s
Certificate, Bylaws, applicable law or otherwise.  To the extent that a change in applicable law
(whether by statute or judicial decision) permits greater indemnification by
agreement than would be afforded currently under the Company’s Certificate, Bylaws,
applicable law or this Agreement, it is the intent of the parties that the
Indemnitee enjoy by this Agreement the greater benefits so afforded by such
change.  In the event of any change in
applicable law, statute or rule which narrows the right of a Delaware
corporation to indemnify a member of its Board of Directors or an officer,
employee, agent or fiduciary, such change, to the extent not otherwise required
by such law, statute or rule to be applied to this Agreement, shall have
no effect on this Agreement or the parties’ rights and obligations hereunder.


 


17.           Attorney’s Fees and Other Expenses to Enforce
Agreement.  In the event that
the Indemnitee is subject to or intervenes in any action, suit or proceeding in
which the validity or enforceability of this Agreement is at issue or seeks an
adjudication or award in arbitration to enforce the Indemnitee’s rights under,
or to recover damages for breach of, this Agreement the Indemnitee, if he/she
prevails in whole or in part in such action, shall be entitled to recover from
the Company and shall be indemnified by the Company against any actual expenses
for attorneys’ fees and disbursements reasonably incurred by the Indemnitee.


 


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18.           Effective
Date.  The provisions of this
Agreement shall cover claims, actions, suits or proceedings whether now pending
or hereafter commenced and shall be retroactive to cover acts or omissions or
alleged acts or omissions which heretofore have taken place.  The Company shall be liable under this
Agreement, pursuant to Sections 3 and 4 hereof, for all acts of the Indemnitee
while serving as a director and/or officer, notwithstanding the termination of
the Indemnitee’s service, if such act was performed or omitted to be performed
during the term of the Indemnitee’s service to the Company.


 


19.           Duration of Agreement.  This Agreement shall survive and continue
even though the Indemnitee may have terminated his/her service as a director,
officer, employee, agent or fiduciary of the Company or as a director, officer,
employee, agent or fiduciary of any other entity, including, but not limited to
another corporation, partnership, limited liability company, employee benefit
plan, joint venture, trust or other enterprise or by reason of any act or
omission by the Indemnitee in any such capacity.  This Agreement shall be binding upon the
Company and its successors and assigns, including, without limitation, any
corporation or other entity which may have acquired all or substantially all of
the Company’s assets or business or into which the Company may be consolidated
or merged, and shall inure to the benefit of the Indemnitee and his/her spouse,
successors, assigns, heirs, devisees, executors, administrators or other legal
representations.  The Company shall
require any successor or assignee (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company, by written agreement in form and substance
reasonably satisfactory to the Company and the Indemnitee, expressly to assume
and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform if no such succession or
assignment had taken place.


 


20.           Disclosure of Payments.  Except as expressly required by any Federal
or state securities laws or other Federal or state law, neither party shall
disclose any payments under this Agreement unless prior approval of the other
party is obtained.


 


21.           Severability.  If any provision or provisions of this
Agreement shall be held invalid, illegal or unenforceable for any reason
whatsoever, (a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including, but not limited to, all portions of
any Sections of this Agreement containing any such provision held to be
invalid, illegal or unenforceable) shall not in any way be affected or impaired
thereby and (b) to the fullest extent possible, the provisions of this
Agreement (including, but not limited to, all portions of any paragraph of this
Agreement containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall
be construed so as to give effect to the intent manifest by the provision held
invalid, illegal or unenforceable.


 


22.           Counterparts.  This Agreement may be executed by one or more
counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same Agreement. Only one
such counterpart signed by the party against whom enforceability is sought
shall be required to be produced to evidence the existence of this Agreement.


 


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23.           Captions. 
The captions and headings used in this Agreement are inserted for
convenience only and shall not be deemed to constitute part of this Agreement
or to affect the construction thereof.


 


24.           Definitions.  For purposes of this Agreement:


 


(a)           “Change
in Control” shall mean a change in control of the Company occurring after
the date hereof of a nature that would be required to be reported in response
to Item 6(e) of Schedule 14A of Regulation 14A (or in response
to any similar item on any similar schedule or form) promulgated under the Act,
whether or not the Company is then subject to such reporting requirement; provided, however,
that, without limitation, a Change in Control shall include:


 


(i)      The sale, lease, exchange or other transfer,
directly or indirectly, of substantially all of the assets of the Company (in
one transaction or in a series of related transactions) to a person or entity
that is not controlled by the Company; or


 


(ii)     The approval of stockholders of the Company of
any plan or proposal for the liquidation or dissolution of the Company; or


 


(iii)    A merger or consolidation to which the Company is a party if the
stockholders of the Company immediately prior to the effective date of such
merger or consolidation have “beneficial ownership” (as defined in Rule 13d-3
under the Exchange Act), immediately following the effective date of such
merger or consolidation, of securities of the surviving corporation
representing less than 50% of the combined voting power of the surviving
corporation’s then outstanding securities ordinarily having the right to vote
at elections of directors; or


 


(iv)    Any person, other than (i) the Company, (ii) any trustee or
other fiduciary holding securities under any employee benefit plan of the
Company, (iii) Randolph L. Marten or any of his affiliates, or (iv) Christine
K. Marten or any of her affiliates, becomes after the effective date of the
Plan the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of 50% or more of the combined voting power of
the Company’s outstanding securities ordinarily having the right to vote at
elections of directors.


 


(b)          “Disinterested
Director” shall mean a director of the Company who is not or was not a
party to the action, suit, investigation or proceeding in respect of which
indemnification is being sought by the Indemnitee.


 


(c)          “Expenses”
shall include all attorneys’ fees, retainers, court costs, transcript costs,
fees of experts, witness fees, travel expenses, duplicating costs, printing and
binding costs, telephone charges, postage, delivery service fees, and all other
disbursements or expenses incurred in connection with prosecuting, defending,
preparing to prosecute or defend, investigating or being or preparing to be a
witness in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative in nature.


 


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(d)           “Independent
Counsel” shall mean a law firm or a member of a law firm that neither is
presently nor in the past five years has been retained to represent (i) the
Company or the Indemnitee in any matter material to either such party or (ii) any
other party to the action, suit, investigation or proceeding giving rise to a
claim for indemnification hereunder.  Notwithstanding
the foregoing, the term “Independent Counsel” shall not include any person who,
under the applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either the Company or the
Indemnitee in an action to determine the Indemnitee’s right to indemnification
under this Agreement.


 


25.           Entire
Agreement, Modification and Waiver. 
This Agreement constitutes the entire agreement and understanding of the
parties hereto regarding the subject matter hereof, and no supplement,
modification or amendment of this Agreement shall be binding unless executed in
writing by both parties hereto. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provisions
hereof (whether or not similar) nor shall such waiver constitute a continuing
waiver. No supplement, modification or amendment of this Agreement shall limit
or restrict any right of the Indemnitee under this Agreement in respect of any
act or omission of the Indemnitee prior to the effective date of such
supplement, modification or amendment unless expressly provided therein.


 


26.           Notices. 
All notices, requests, demands or other communications hereunder shall
be in writing and shall be deemed to have been duly given if (i) delivered
by hand with receipt acknowledged by the party to whom said notice or other
communication shall have been directed, (ii) mailed by certified or
registered mail, return receipt requested with postage prepaid, on the date
shown on the return receipt or (iii) delivered by facsimile transmission
on the date shown on the facsimile machine report:


 


(a)                 If to the Indemnitee to:


 


	
   

  	
  [                                                          ]

  	
   

  
	
   

  	
                                                              

  	
   

  
	
   

  	
                                                              

  	
   

  



 


(b)              If to the Company, to:


 


Marten Transport, Ltd.


129 Marten Street


Mondovi, Wisconsin


Attn:       Chief Executive Officer


Fax:         (715)
926-4530


 


with a copy to:


 


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Oppenheimer
Wolff & Donnelly LLP


3300
Plaza VII


45
South Seventh Street


Minneapolis,
Minnesota 55402


Attn:       Thomas A. Letscher, Esq.


Fax:         (612) 607-7100


 


or to
such other address as may be furnished to the Indemnitee by the Company or to
the Company by the Indemnitee, as the case may be.


 


27.           Governing Law.  The parties hereto agree
that this Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware, applied without giving
effect to any conflicts-of-law principles.


 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.


 


	
   

  	
  MARTEN TRANSPORT, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INDEMNITEE:  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  



 


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