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                                                                      EXHIBIT 10

                           CHANGE-IN-CONTROL AGREEMENT

            AGREEMENT entered into as of _______________, 200_ by and between
Smithway Motor Xpress Corp., an Iowa corporation (the "Company"), and
_______________ (the "Executive").

                                   WITNESSETH:

            WHEREAS, the Executive is a key member of the management of the
Company and has heretofore devoted substantial skill and effort to the affairs
of the Company; and

            WHEREAS, it is desirable and in the best interests of the Company
and its shareholders to continue to obtain the benefits of the Executive's
services and attention to the affairs of the Company; and

            WHEREAS, it is desirable and in the best interests of the Company
and its shareholders to provide inducement for the Executive (A) to remain in
the service of the Company in the event of any proposed or anticipated change in
control of the Company and (B) to remain in the service of the Company in order
to facilitate an orderly transition in the event of a change in control of the
Company; and

            WHEREAS, it is desirable and in the best interests of the Company
and its shareholders that the Executive be in a position to make judgments and
advise the Company with respect to proposed changes in control of the Company;
and

            WHEREAS, the Executive desires to be protected in the event of
certain changes in control of the Company; and

            WHEREAS, for the reasons set forth above, the Company and the
Executive desire to enter into this Agreement.

            NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, the Company and the Executive agree
as follows:

      1. Employment. The purpose of this Agreement is to provide Executive with
certain amounts or benefits under certain circumstances and on the terms set
forth herein if an Event shall be deemed to have occurred as contemplated by
Section 2. This Agreement does not otherwise affect the terms of Executive's
employment.

      2. Events. No amounts or benefits shall be payable or provided for
pursuant to this Agreement unless an Event shall occur during the Term of this
Agreement.

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            (a) For purposes of this Agreement, an "Event" shall be deemed to
      have occurred if any of the following occur:

                  (i) Any "person" (as defined in Sections 13(d) and 14(d) of
            the Securities Exchange Act of 1934, as amended, or any successor
            statute thereto (the "Exchange Act")) acquires or becomes a
            "beneficial owner" (as defined in Rule 13d-3 or any successor rule
            under the Exchange Act), directly or indirectly, of securities of
            the Company representing 35% or more of the combined voting power of
            the Company's then outstanding securities entitled to vote generally
            in the election of directors ("Voting Securities"), provided,
            however, that the following shall not constitute an Event pursuant
            to this Section 2(a)(i):

                        (A) any acquisition or beneficial ownership by the
                  Company or a subsidiary of the Company;

                        (B) any acquisition or beneficial ownership by any
                  employee benefit plan (or related trust) sponsored or
                  maintained by the Company or one or more of its subsidiaries;

                        (C) any acquisition or beneficial ownership by any
                  corporation (including without limitation an acquisition in a
                  transaction of the nature described in Section 2(a)(iii)) with
                  respect to which, immediately following such acquisition, more
                  than 65%, respectively, of (x) the combined voting power of
                  the Company's then outstanding Voting Securities and (y) the
                  Company's then outstanding common stock (the "Common Stock")
                  is then beneficially owned, directly or indirectly, by all or
                  substantially all of the persons who beneficially owned Voting
                  Securities and Common Stock, respectively, of the Company
                  immediately prior to such acquisition in substantially the
                  same proportions as their ownership of such Voting Securities
                  and Common Stock, as the case may be, immediately prior to
                  such acquisition;

                        (D) any acquisition of Voting Securities or Common Stock
                  directly from the Company;

                        (E) any acquisition or beneficial ownership of Voting
                  Securities or Common Stock by Willaim G. Smith, Marlys L.
                  Smith or trusts controlled by either;

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                  (ii) Continuing Directors shall not constitute a majority of
            the members of the Board of Directors of the Company. For purposes
            of this Section 2(a)(ii), "Continuing Directors" shall mean: (A)
            individuals who, on the date hereof, are directors of the Company,
            (B) individuals elected as directors of the Company subsequent to
            the date hereof for whose election proxies shall have been solicited
            by the Board of Directors of the Company or (C) any individual
            elected or appointed by the Board of Directors of the Company to
            fill vacancies on the Board of Directors of the Company caused by
            death or resignation (but not by removal) or to fill newly-created
            directorships, provided that a "Continuing Director" shall not
            include an individual whose initial assumption of office occurs as a
            result of an actual or threatened election contest with respect to
            the threatened election or removal of directors (or other actual or
            threatened solicitation of proxies or consents) by or on behalf of
            any person other than the Board of Directors of the Company;

                  (iii) Consummation by the Company of a reorganization, merger
            or consolidation of the Company or a statutory exchange of
            outstanding Voting Securities of the Company, unless immediately
            following such reorganization, merger, consolidation or exchange,
            all or substantially all of the persons who were the beneficial
            owners, respectively, of Voting Securities and Common Stock
            immediately prior to such reorganization, merger, consolidation or
            exchange beneficially own, directly or indirectly, more than 65% of,
            respectively, (x) the combined voting power of the then outstanding
            voting securities entitled to vote generally in the election of
            directors and (y) the then outstanding shares of common stock of the
            corporation resulting from such reorganization, merger,
            consolidation or exchange in substantially the same proportions as
            their ownership, immediately prior to such reorganization, merger,
            consolidation or exchange, of the Voting Securities and Common
            Stock, as the case may be;

                  (iv) (x) Complete liquidation or dissolution of the Company or
            (y) the sale or other disposition of all or substantially all of the
            assets of the Company (in one or a series of transactions), other
            than to a corporation with respect to which, immediately following
            such sale or other disposition, more than 65% of, respectively, (1)
            the combined voting power of the then outstanding voting securities
            of such corporation entitled to vote generally in the election of
            directors and (2) the then outstanding shares of common stock of
            such corporation is then beneficially owned, directly or indirectly,
            by all or substantially all of the persons who were the beneficial
            owners, respectively, of the Voting Securities and Common Stock
            immediately prior to such sale or other disposition in substantially
            the same proportions as their ownership,

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            immediately prior to such sale or other disposition, of the Voting
            Securities and Common Stock, as the case may be.

      Notwithstanding anything stated in this Section 2(a), an Event shall not
      be deemed to occur with respect to the Executive if (x) the acquisition or
      beneficial ownership of the 35% or greater interest referred to in Section
      2(a)(i) is by the Executive or by a group, acting in concert, that
      includes the Executive or (y) a majority of the then combined voting power
      of the then outstanding voting securities (or voting equity interests) of
      the surviving corporation or of any corporation (or other entity)
      acquiring all or substantially all of the assets of the Company shall,
      immediately after a reorganization, merger, consolidation, exchange or
      disposition of assets referred to in Section 2(a)(iii) or 2(a)(iv), be
      beneficially owned, directly or indirectly, by the Executive or by a
      group, acting in concert, that includes the Executive.

            (b) For purposes of this Agreement, a "subsidiary" of the Company
      shall mean any entity of which securities or other ownership interests
      having general voting power to elect a majority of the board of directors
      or other persons performing similar functions are at the time directly or
      indirectly owned by the Company.

      3. Payments and Benefits. If any Event shall occur during the Term of this
Agreement, then the Executive shall be entitled to receive from the Company or
its successor (which term as used herein shall include any person acquiring all
or substantially all of the assets of the Company) a cash payment and other
benefits on the following basis (unless the Executive's employment by the
Company is terminated voluntarily or involuntarily prior to the occurrence of
the earliest Event to occur (the "First Event"), in which case the Executive
shall be entitled to no payment or benefits under this Section 3):

            (a) If at the time of, or at any time after, the occurrence of the
      First Event and prior to the end of the Transition Period (as defined in
      Section 4(e)), the employment of the Executive with the Company is
      voluntarily or involuntarily terminated for any reason (unless such
      termination is a voluntary termination by the Executive other than a
      Constructive Involuntary Termination or is on account of the death or
      Disability of the Executive or is a termination by the Company for Cause),
      the Executive (or the Executive's legal representative, as the case may
      be),

                  (i) shall be entitled to receive from the Company or its
            successor, upon such termination of employment with the Company or
            its successor, a cash payment in an amount equal to the Severance
            Payment (as defined in Section 4(d)); and

                  (ii) shall be entitled during the Transition Period to
            participate in any health, disability and life insurance plan or
            program in which the Executive was

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            entitled to participate immediately prior to the First Event as if
            he were an employee of the Company during such Transition Period
            (except, with respect to health insurance coverage, for those
            portions remaining during such Transition Period that duplicate
            health insurance coverage that is in place for the Executive under
            any other policy provided at the expense of another employer);
            provided however, that in the event that the Executive's
            participation in any such health, disability or life insurance plan
            or program of the Company is barred, the Company, at its sole cost
            and expense, shall arrange to provide the Executive with benefits
            substantially similar to those which the Executive would be entitled
            to receive under such plan or program if he were not barred from
            participation.

            (b) The payments provided for in this Section 3 shall be reduced by
      any other severance pay which the Executive receives from the Company, its
      subsidiaries or its successor under any other policy or agreement of the
      Company in the event of involuntary termination of Executive's employment.

            (c) The Company shall also pay to the Executive all legal fees and
      expenses incurred by the Executive as a result of such termination,
      including, but not limited to, all such fees and expenses, if any,
      incurred in contesting or disputing any such termination or in seeking to
      obtain or enforce any right or benefit provided by this Agreement.

            (d) In the event that at any time from the date of the First Event
      until the end of the Transition Period,

                  (i) the Executive shall not be given substantially equivalent
            or greater title, duties, responsibilities and authority, in each
            case as compared with the Executive's status immediately prior to
            the First Event, other than for Cause or on account of Disability;

                  (ii) the Executive's annual base salary shall be reduced from
            the Executive's annual base salary in effect immediately prior to
            the First Event;

                  (iii) the Company shall fail to provide the Executive with
            benefits under the Company's pension, profit sharing, retirement,
            life insurance, medical, health and accident, disability, bonus and
            incentive plans and other employee benefit plans and arrangements
            that in the aggregate for all such plans and arrangements are at
            least as favorable to the Executive as those benefits covering the
            Executive immediately prior to the First Event or shall fail to
            provide the Executive with at least the number of paid vacation days
            to which the Executive was entitled immediately prior to the First
            Event;

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                  (iv) the Company shall have failed to obtain assumption of
            this Agreement by any successor as contemplated by Section 5(b)
            hereof;

                  (v) the Company shall require the Executive to relocate to any
            place other than a location within twenty-five miles of the location
            at which the Executive performed his primary duties immediately
            prior to the First Event; or

                  (vi) the Company shall require that the Executive travel on
            Company business to a substantially greater extent than required
            immediately prior to the First Event;

      a termination of employment with the Company by the Executive thereafter
      shall constitute a Constructive Involuntary Termination.

            (e) The Executive shall not be required to mitigate the amount of
      any payment or other benefit provided for in Section 3 by seeking other
      employment or otherwise, nor (except as specifically provided in Section
      3(a)(ii)) shall the amount of any payment or other benefit provided for in
      Section 3 be reduced by any compensation earned by the Executive as the
      result of employment by another employer after termination, or otherwise.

            (f) The obligations of the Company under this Section 3 shall
      survive the termination of this Agreement.

      4. Definition of Certain Additional Terms.

            (a) As used herein, other than in Section 2(a) hereof, the term
      "person" shall mean an individual, partnership, corporation, estate, trust
      or other entity.

            (b) As used herein, the term "Cause" shall mean, and be limited to,
      (i) willful and gross neglect of duties by the Executive or (ii) an act or
      acts committed by the Executive constituting a felony and substantially
      detrimental to the Company or its reputation.

            (c) As used herein, the term "Disability" shall mean the Executive's
      absence from his duties with the Company on a full time basis for 180
      consecutive business days, as a result of the Executive's incapacity due
      to physical or mental illness, unless within 30 days after written notice
      pursuant to Section 7 hereof is given following such absence, the
      Executive shall have returned to the full time performance of his duties.

            (d) As used herein, the term "Severance Payment" shall mean an
      amount equal to (i) 24 months base salary (excluding bonuses) multiplied
      by a fraction, the

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      numerator of which is the number of days remaining in the Transition
      Period after termination of employment and the denominator of which is the
      number of days in the Transition Period, plus (ii) the bonus that the
      Executive would have been entitled to assuming that the performance goals
      under the Company's bonus program had been met and the Executive had been
      employed through the end of the bonus period, multiplied by a fraction,
      the numerator of which is the number of days worked in the applicable
      bonus period and the denominator of which is the number of days in the
      applicable bonus period.

            (e) As used herein, the term "Transition Period" shall mean the 24
      month period commencing on the date of the earliest to occur of an Event
      described in Section 2(a)(i), 2(a)(ii), 2(a)(iii) or 2(a)(iv) hereof (the
      "Commencement Date") and ending on the 24 month anniversary of the
      Commencement Date.

      5. Successors and Assigns.

            (a) This Agreement shall be binding upon and inure to the benefit of
      the successors, legal representatives and assigns of the parties hereto;
      provided, however, that the Executive shall not have any right to assign,
      pledge or otherwise dispose of or transfer any interest in this Agreement
      or any payments hereunder, whether directly or indirectly or in whole or
      in part, without the written consent of the Company or its successor.

            (b) The Company will require any successor (whether direct or
      indirect, by purchase of a majority of the outstanding voting stock of the
      Company or all or substantially all of the assets of the Company, or by
      merger, consolidation or otherwise), by agreement in form and substance
      satisfactory to the Executive, to assume expressly and agree to perform
      this Agreement in the same manner and to the same extent that the Company
      would be required to perform it if no such succession had taken place.
      Failure of the Company to obtain such agreement prior to the effectiveness
      of any such succession (other than in the case of a merger or
      consolidation) shall be a breach of this Agreement and shall entitle the
      Executive to compensation from the Company in the same amount and on the
      same terms as the Executive would be entitled hereunder if the Executive
      terminated his employment on account of a Constructive Involuntary
      Termination, except that for purposes of implementing the foregoing, the
      date on which any such succession becomes effective shall be deemed the
      date of termination. As used in this Agreement, "Company" shall mean the
      Company as hereinbefore defined and any successor to its business and/or
      assets as aforesaid which is required to execute and deliver the agreement
      provided for in this Section 5(b) or which otherwise becomes bound by all
      the terms and provisions of this Agreement by operation of law.

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      6. Governing Law. This Agreement shall be construed in accordance with the
laws of the State of Iowa.

      7. Notices. All notices, requests and demands given to or made pursuant
hereto shall be in writing and shall be delivered or mailed to any such party at
its address which:

            (a) In the case of the Company shall be:

                    Smithway Motor Xpress Corp.
                    P.O. Box 404
                    2031 Quail Avenue
                    Fort Dodge, IA  50501

            (b) In the case of the Executive shall be:

                          ___________________________
                          ___________________________
                          ___________________________

Either party may, by notice hereunder, designate a changed address. Any notice,
if mailed properly addressed, postage prepaid, registered or certified mail,
shall be deemed to have been given on the registered date or that date stamped
on the certified mail receipt.

      8. Severability; Severance. In the event that any portion of this
Agreement is held to be invalid or unenforceable for any reason, it is hereby
agreed that such invalidity or unenforceability shall not affect the other
portions of this Agreement and that the remaining covenants, terms and
conditions or portions hereof shall remain in full force and effect, and any
court of competent jurisdiction may so modify the objectionable provision as to
make it valid, reasonable and enforceable. In the event that any benefits to the
Executive provided in this Agreement are held to be unavailable to the Executive
as a matter of law, the Executive shall be entitled to severance benefits from
the Company, in the event of an involuntary termination or Constructive
Involuntary Termination of employment of the Executive (other than a termination
on account of the death or Disability of the Executive or a termination for
Cause) during the term of this Agreement occurring at the time of or following
the occurrence of an Event, at least as favorable to the Executive (when taken
together with the benefits under this Agreement that are actually received by
the Executive) as the most advantageous benefits made available by the Employer
to employees of comparable position and seniority to the Executive during the
two-year period prior to the First Event.

      9. Term. This Agreement shall commence on the date of this Agreement and
shall terminate, and the Term of this Agreement shall end, on the later of (A)
December 31, 2006, provided that such period shall be automatically extended for
one year and from year to year

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thereafter until notice of termination is given by the Company or the Executive
to the other party hereto at least 60 days prior to December 31, 2006 or the
one-year extension period then in effect, as the case may be, or (B) if the
Commencement Date occurs on or prior to December 31, 2006 (or prior to the end
of the extension year then in effect as provided for in clause (A) hereof), the
24 month anniversary of the Commencement Date.

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

                                            Smithway Motor Xpress Corp.

                                            By___________________________
                                               Its_______________________

                                            Executive

                                            _____________________________
                                            [Name]

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