**Exhibit 10.15**

 

**SEPARATION AGREEMENT AND RELEASE**

 

This Separation Agreement (“Agreement”) and the Release, which isattached and incorporated by reference as Exhibit A (“the Release”), aremade by and between Donald J. Hinson (“Employee”) and Marten Transport Ltd. andany related corporations, subsidiaries, affiliates, successors, predecessors,assigns, and present or former shareholders, officers, directors, agents,employees, or attorneys, whether in their individual or official capacities(collectively  “Employer”).

 

Employer and Employee (collectively “Parties”) wish toend their employment relationship in an honorable, dignified, and orderlyfashion. Recognizing that termination of employment generally implicatespotential personal transition and legal issues, Employer is willing to provideEmployee with additional benefits to ease his transition in exchange for a fulland final release of claims.  Toward thatend, the Parties have agreed to separate according to the terms set forth inthis Agreement and Release.

 

The Employer does not believe that it has any claims against theEmployee, nor do the parties believe that the Employee has any claims againstthe Employer.  Nevertheless, the partieshave agreed upon the following separation terms, in full resolution of anyactual or potential claims arising out of the Employee’s employment with andseparation from Employer.

 

INCONSIDERATION OF THIS ENTIRE SEPARATION AGREEMENT AND RELEASE, THE PARTIESAGREE AS FOLLOWS:

 

**                1.             Termination.**  Employee’s employment with Employer isterminated effective December 11, 2007 (“Termination Date”).

 

**                2.             Consideration.**  Employer shall, after receipt of this fullyexecuted Separation Agreement and Release, and after expiration of theapplicable revocation period, pay the Employee a lump sum payment of$72,692.31, representing 20 weeks’ severance pay at his current salary. Theparties agree that the above consideration is not owed to Employee by law,contract or under the policies of Employer, and it is provided to him in exchangefor him entering into this Agreement.

 

                The foregoing payment shall besubject to appropriate taxes and withholding as reasonably determined by theemployer, as consideration for Employee’s release of any and all alleged claimswhich may have arisen at any time during his employment with, or in the courseof his separation from employment with Employer. Except as otherwisespecifically provided in this Agreement, Employer owes Employee nothing more,and will make no further payments for wages and benefits. The parties agreethat the sum to be paid by Employer to Employee in consideration of Employee’srelease of actual and potential charges, claims and causes of action againstEmployer which arose or could have arisen at any time prior to her execution ofthis Agreement, and Release including but not limited to those arising from orin any way related to her employment with or separation from Employer.

 
| /s/ DH                |
|-----------------------|
| **EMPLOYEE INITIALS** |

 

 

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                **3.             Confidentiality.**  Employee warrants that he has not and agreesthat he will not in the future disclose the terms of this Agreement, or theterms of compensation to be paid by Employer to Employee as part of thisAgreement, to any person other than his attorney, spouse, tax advisor, orrepresentatives of the E.E.O.C., the Wisconsin Equal Rights Division, or otherfair employment practices agency, who shall be bound by the same prohibitionsagainst disclosure as bind Employee, and Employee shall be responsible foradvising these individuals of this confidentiality provision and obtainingtheir commitment to maintain such confidentiality.  Employee shall not provide or allow to beprovided to any person this Agreement, or any copies thereof nor shall he nowor in the future disclose in any way any information concerning any purportedclaims, charges and causes of action or this settlement to any person, with thesole exception of communications with Employee’s spouse, attorney and taxadvisor, unless otherwise ordered to do so by a court or agency of competentjurisdiction.

 

                **4.             Confidential Information.**  Employee agrees not to divulge or use anytrade secrets, confidential information, or other proprietary information ofthe Employer which he obtained, or to which he had access during his employmentwith the Employer.

 

                **5.             Release.**  In exchange for the severance payments paidby and other undertakings of Employer stated in this Agreement, Employee willsign the Release attached to this Agreement as Exhibit A. The Employeeunderstands that he is not entitled to the Severance Pay described in Section 2of this Agreement, unless he signs, and does not revoke, the attachedRelease.  The Release is subject to theterms of the Older Workers Benefit Protection Act of 1990 (“OWBPA”).  The OWBPA provides that an individual cannotwaive a right or claim under the Age Discrimination in Employment Act of 1967 (“ADEA”),as amended, unless the waiver is knowing and voluntary. Employee andacknowledges and agrees that the attached Release has been signed voluntarilyand with full knowledge of its consequences.

 

                **6.             Waiver of Right to Recovery.**  Employee waives any right he may have to anyform of recovery or compensation from any legal, administrative or othercharge, claim, complaint, or action which has been, is or may be filed by himor on his behalf based on his employment with, or separation of employmentfrom, Employer. Employee states and warrants that, except as provided below, hehas neither filed or otherwise commenced nor caused to be filed or otherwisecommenced any charges, claims, complaints, or actions against Employer beforeany federal, state, or local administrative agency, court, or other forum.

 

                Exceptions.  Employee understands that this Agreement andRelease permits but does not require him to voluntarily refrain from filing, torequest dismissal or to request withdrawal of any charges, grievances,petitions, or complaints that he may have against Employer before the EEOC orother civil rights enforcement agency.

 

                **7.             Stock Options and OtherBenefits.**  Only thosestock option shares vested as of the Termination Date, shall be vested, and allunvested shares are hereby forfeited. Employee shall not be eligible for future stock option grants after theTermination Date.  Employee must exercisethe option on vested shares within 90 days of the Termination Date or theoption will terminate.  The terminationof Employee’s employment shall not in any way modify or otherwise

 
| /s/ DH                |
|-----------------------|
| **EMPLOYEE INITIALS** |

 

 

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affectEmployee’s rights or vested benefits under other Employer benefit plans andEmployee will be entitled to receive benefits from such plans in accordancewith the terms of the plans and applicable law.

 

**                8.             Beneficiaries,Successors and Assigns.**  The partiesagree that any Employer successor or assignee is a beneficiary of thisAgreement and may rely on and enforce this Agreement to secure or defend itsrights hereunder. Employer agrees that its promises in this Agreement shall bebinding on any successor or assignee of Employer’s business or operations.

 

                **9.             Non-Disparagement.**  Employee agrees that, other than in thecontext of an EEOC or other civil rights enforcement agency investigation orproceeding, he will make no critical, derogatory, disparaging or defamatorycomments or remarks, whether oral or in written, regarding Employer in anyrespect or make any comments concerning any aspect of his relationship withEmployer or the conduct or events which precipitated the Employee’stermination.  This provision does notprohibit the Employee from participating in an EEOC or other civil rightsenforcement agency charge, investigation or proceeding.

 

                **10.          Non-Admissions.**  The parties expressly deny any and allliability or wrongdoing and agree that nothing in this Agreement shall bedeemed to represent any concession or admission of such liability or wrongdoingor any waiver of any defense.

 

                **11.          Return of Property and Commitmentto Cooperate in Transition.** Employee shall return and not retain in any form or format, all Employerdocuments, data, and other property in Employee’s possession or control.Employee shall permanently delete from any electronic media in Employee’spossession, custody, or control or to which employee has access, all documentsor electronically stored images of Employer. Employee also agrees that he will,prior to the Termination Date, provide Employer with a list of any documentsthat Employee created or is otherwise aware that are password-protected and thepassword(s) necessary to access such documents.  Employee shall cooperate with Employer andshall use Employee’s best efforts to ensure that both Employer’s interests andthose of Employee are mutually protected, and to be available, on a reasonablebasis, to answer questions that may arise to achieve a smooth transition.Employer’s obligations under this Agreement are contingent upon Employeereturning all Employer documents, data, and other property and cooperating withthe Employer as set forth above.

 

                **12.          Agreement Not to Seek Reemployment.**  Employee understands and agrees that hisemployment with Employer is terminated effective on the Termination Date andthat he is not entitled to any reinstatement or reemployment with Employerfollowing the Termination Date.  Employeeagrees that he will not in the future seek any employment with Employer,whether as an employee, temporary employee, contractor or consultant, noraccept any such offer of employment  fromEmployer.  Employer may use thisagreement as the sole reason to reject any inquiry or application foremployment Employee may make.

 
| /s/ DH                |
|-----------------------|
| **EMPLOYEE INITIALS** |

 

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                **13.          Time to Consider Offer.**  Employee has been given a period oftwenty-one (21) calendar days following his receipt of this Agreement and theRelease to consider the terms of this Agreement and the Release.

 

                **14.          Invalidity and Severability.**  In case any one or more of the provisions ofthis Agreement or Release shall be held invalid, illegal or unenforceable inany respect, the validity, legality and enforceability of the remaining provisionscontained in this Agreement and Release will not in any way be affected orimpaired thereby.

 

                **15.          Governing Law.**  This Agreement will be construed andinterpreted in accordance with applicable federal laws and the laws of theState of Wisconsin.

 

                **16.          Arbitration.**  In the event that any dispute related to thisAgreement arises between the Parties, the Parties agree to confer and attemptto resolve such disputes for a period of thirty days before seeking any furtherrelief.  In the event that a dispute isnot resolved through such negotiations, any action bought by either Party toenforce this Agreement shall be subject to binding arbitration in Wisconsinbefore the American Arbitration Association under its rules.  The Parties agree that the arbitration awardis fully enforceable.

 

                **17.          Employee Acknowledgments.**  Employee states that he has read this entireAgreement and understands all of its terms, that he has been advised to consultwith an attorney, that he has had a sufficient opportunity to review thisAgreement and the Release with his attorney, and that he is voluntarily andknowingly entering into this Agreement and the Release with full knowledge andunderstanding of his legal rights and obligations.  Employee further agrees that no promise or inducementhas been offered except as set forth in this Agreement and Release, and thatEmployee is signing this Agreement without reliance upon any statement orrepresentation by Employer or any representative or agent of Employer. Employeeunderstands that this Agreement and the attached Release will have a final andbinding effect and that by executing this Agreement, he may be giving up legalrights.

 

 
|   |             |   |   |                       | **Donald J. Hinson**       |
|--------|------------------|--------|--------|----------------------------|----------------------------|
|   |             |   |   |                       |                       |
| Dated: |             | , 2007 |   |                       | /s/ Donald J. Hinson       |
|   |             |   |   |                       |                       |
|   |             |   |   | **MARTEN TRANSPORT LTD.:** |
|   |             |   |   |                       |                       |
| Dated: | December 28 | , 2007 |   | By:                        |  /s/ Robert  G. Smith |
|   |             |   |   |                       |                       |
|   |             |   |   | Its:                       | Chief Operating Officer    |
|        |                  |        |        |                            |                            |  |  |

 
| /s/ DH                |
|-----------------------|
| **EMPLOYEE INITIALS** |

 

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**EXHIBIT A**

 

**RELEASE**

 

I.                                         Definitions.  I intend all words used in this Release tohave their plain meanings in ordinary English. Technical legal words are not needed to describe what I mean.  Specific terms I use in this Release have thefollowing meanings:

 

A.                                   “I,”“me,” “my” and “Employee” include both me, Donald J. Hinson, andanyone who has or obtains any legal rights or claims through me.

 

B.                                     “Employer,”as used in this Release, shall at all times mean Marten Transport Ltd. and itsparent and any related corporations, subsidiaries, affiliates, successors,predecessors, assigns, and present or former shareholders, officers, directors,agents, employees, or attorneys, whether in their individual or officialcapacities (collectively  “Employer”).

 

C.                                     “Claims”mean any and all of the actual or potential claims of any kind whatsoever I mayhave had, or currently may have against Employer, regardless of whether I nowknow about those claims, that are in any way related to my employment withEmployer or the termination of that employment. Such claims include, but arenot limited to any claims for: invasion of privacy; breach of written or oral,express or implied, contract; fraud or misrepresentation; violation of thefederal Fair Labor Standards Act (“FLSA”), 29 U.S.C. § 203(s), the AgeDiscrimination in Employment Act of 1967 (“ADEA”), 29 U.S.C. § 626, as amended,the Older Workers Benefit Protection Act of 1990 (“OWBPA”), 29 U.S.C. 626(f),Title VII of the Civil Rights Act of 1964 (“Title VII”), 42 U.S.C. § 2000e, etseq., the Americans with Disabilities Act (“ADA”), 29 U.S.C. § 2101, etseq., the Family and Medical Leave Act (“FMLA”), 29 U.S.C. § 2601 etseq., the Employee Retirement Income Security Act of 1978 (“ERISA”), asamended, 29 U.S.C. §§ 1001, etseq., Equal Pay Act (“EPA”), 29U.S.C. § 206(d), the Worker Adjustment and Retraining Notification Act (“WARN”),29 U.S.C. § 2101 etseq., the Wisconsin Fair Employment Law, Wis. Stat. § 111.31, etseq.,or any other state human rights or fair employment practices act, and any otherfederal, state, local or foreign statute, law, rule, regulation, ordinance ororder.  Such claims also include, but arenot limited to: claims for violation of any civil rights laws based on protectedclass status; claims for assault, battery, defamation, intentional or negligentinfliction of emotional distress, breach of the covenant of good faith and fairdealing, promissory estoppel, negligence, negligent hiring, retention orsupervision, retaliation, constructive discharge, violation of whistleblowerprotection laws, unjust enrichment, violation of public policy, and all otherclaims for unlawful employment practices, and all other common law or statutoryclaims.

 

II.                                     Agreementto Release My Claims.  Except as stated in Section IV of thisRelease, I agree to release all my Claims. I may, but am not required to, withdraw or dismiss, or attempt towithdraw or dismiss, any charges that I may have pending against the Employerwith the EEOC or other civil rights enforcement agency. In exchange for myagreement to release my Claims, I am receiving satisfactory Consideration(Severance) from Employer 

 

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to which I am not otherwise entitled by law orcontract.  The Consideration I amreceiving is a full and fair payment for the release of all my Claims.  Employer does not owe me anything in additionto what I will be receiving.

 

III.                                 OlderWorkers Benefit Protection Act.  I understand and have been advised that theabove release of My Claims is subject to the terms of the Older Workers BenefitProtection Act (“OWBPA”).  The OWBPAprovides that an individual cannot waive a right or claim under the AgeDiscrimination in Employment Act (“ADEA”) unless the waiver is knowing andvoluntary.  I have been advised of thislaw, and I agree that I am signing this Release voluntarily, and with fullknowledge of its consequences. I understand that the Employer is giving metwenty-one (21) days from the date I received a copy of this Release to decidewhether I want to sign it.  I acknowledgethat I have been advised to use this time to consult with an attorney about theeffect of this Release.  **If I sign this Release before the end of thetwenty-one (21) day period it will be my personal, voluntary decision to do so,and will be done with full knowledge of my legal rights.** I agreethat material and/or immaterial changes to this Separation Agreement or Releasewill not restart the running of this consideration period.

 

IV.                                 Exclusionsfrom Release.

 

A.                                   Theterm “Claims” does not include my rights, if any, to claim the following:  unemployment insurance benefits; workerscompensation benefits; claims for my vested post-termination benefits under any401(k) or similar retirement benefit plan; my rights to group medical orgroup dental insurance coverage pursuant to section 4980B of the InternalRevenue Code of 1986, as amended (“COBRA”); my rights to enforce the terms ofthis Release; or my rights to assert claims that are based on events occurringafter this Release becomes effective.

 

B.                                     Nothingin this Release interferes with my right to file or maintain a charge with theEqual Employment Opportunity Commission (“EEOC”) or other local civil rightsenforcement agency, or participate in any manner in an EEOC or other suchagency investigation or proceeding.  I,however, understand that I am waiving my right to recover individual reliefincluding, but not limited to, back pay, front pay, reinstatement, attorneys’fees, and/or punitive damages, in any administrative or legal action whetherbrought by the EEOC or other civil rights enforcement agency, me, or any otherparty, arising from my voluntary resignation.

 

C.                                     Nothingin this Release interferes with my right to challenge the knowing and voluntarynature of this Release under the ADEA and/or OWBPA.

 

D.                                    Iagree that the Employer reserves any and all defenses, which it has or mighthave against any claims brought by me. This includes, but is not limited to, the Employer’s right to seekavailable costs and attorneys’ fees as allowed by law, and to have any monetaryaward granted to me, if any, reduced by the amount of money that I received inconsideration for this Release.

 

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V.                                     Rightto Rescind and/or Revoke.  I understand that insofar as this Releaserelates to my rights under the Age Discrimination in Employment Act (“ADEA”),it shall not become effective or enforceable until seven (7) days after Isign it.  I also have the right torevoke  this Release insofar as itextends to potential claims under the ADEA by written notice to Employer withinseven (7) calendar days following my signing this Release. Any suchrevocation must be in writing and delivered to Susan Deetz, Marten TransportLtd., 129 Marten Street, Mondovi, WI 54755, facsimile (800) 461-0377, either byhand or by facsimile, within the seven-day rescission period.

 

I understand that thepayment I am receiving for settling and releasing My Claims is contingent uponmy agreement to be bound by the terms of this Release.  Accordingly, if I decide to rescind or revokethis Release, I understand that I am not entitled to the Considerationdescribed in the Separation Agreement.  Ifurther understand that if I attempt to rescind or revoke my release of anyclaim, I must immediately return to Employer any Consideration I have receivedunder my Separation Agreement.

 

VI.                                 IUnderstand the Terms of this Release.  I have had the opportunity to read thisRelease carefully and understand all its terms. I have had the opportunity to review this Release with my ownattorney.  In agreeing to sign thisRelease, I have not relied on any statements or explanations made by Employeror their attorneys.  I understand andagree that this Release and the attached Separation Agreement contain all theagreements between Employer and me.  Wehave no other written or oral agreements.

 
| Dated: | December 28, 2007 |        | /s/ Donald J. Hinson |
|--------|------------------------|-------------|----------------------|
|   |                   | Signature   |
|   |                   |        |
|   |                   |        |
|   |                   | Print Name: | Donald J. Hinson     |

 

Subscribed and sworn to before me

 

this             day of             

 
| Notary Public |
|---------------|

 

 

 

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