**Exhibit 10.18**

 

FIRST AMENDMENT TO AMENDED AND RESTATED

CHANGE IN CONTROL SEVERANCE AGREEMENT

 

This First Amendment (this “Amendment”) is madeand entered into as of February 26, 2009 (the “Effective Date”), by andbetween Marten Transport, Ltd., a Delaware corporation, (the “Company”),located at 129 Marten Street, Mondovi, Wisconsin 54755 and                              ,an individual residing at                                          (the “Executive”).

 

RECITALS

 

WHEREAS, the Company and the Executive entered into anAmended and Restated Change in Control Severance Agreement, dated as of August 13,2007 (the “Severance Agreement”);

 

WHEREAS, pursuant to the Severance Agreement, theCompany agreed in certain circumstances to pay or reimburse the Executive forfees and expenses of the Executive’s counsel; and

 

WHEREAS, the parties desire to clarify how theyintended that fees and expenses of the Executive’s counsel, which would be paidor reimbursed by the Company, be determined.

 

NOW, THEREFORE, in consideration of the mutualcovenants and agreements contained herein, the Executive’s continued employmentwith the Company, the Executive’s participation in the Company’s cash andequity incentive plans, and benefits to the Executive under the Severance Agreement,the Severance Agreement is hereby clarified and amended as follows:

 

# Amendment.  Section 5 of the Severance Agreement ishereby amended to add a new subsection (r) at the end thereof:

#  

(r)            Attorneys’ Fees. The parties acknowledge and agree that if the Company becomes obligatedunder this Agreement, whether under Section 4, Section 5(f) orotherwise, to pay directly or reimburse the Executive for fees and expenses ofthe Executive’s counsel, that such obligation shall be to pay or reimburse thereasonable fees and expenses of the Executive’s counsel and that such fees willbe calculated on an hourly basis by multiplying the Executive’s counsel’sreasonable hourly rates by the reasonable amount of time expended in theExecutive’s representation.  Thereasonable hourly rates must take into account the experience and skill of thecounsel representing the Executive and comparable rates of other attorneys inthe relevant legal market with commensurate experience and skill.  The Company’s obligation to pay or reimbursefees and expenses of the Executive’s counsel specifically excludes anycontingent fee arrangements.

 

# No Other Amendment andDefinitions.  Except asset forth herein, the Severance Agreement shall remain in full force and effectin accordance with its terms.  Allcapitalized terms that are not defined herein shall be as defined in theSeverance Agreement.

#  

# Counterparts.  This Amendment may be executed in one or morecounterparts, each of which shall be deemed an original and all of which togethershall be considered one and the same agreement. Facsimile execution and delivery of this Amendment shall be legal, validand binding execution and delivery for all purposes.

#  

IN WITNESS WHEREOF, the parties hereto have executedthis Amendment as of the date first above written.

 
| **Marten  Transport, Ltd.**     | ** ** | **Executive** |
|---------------------------------|------------|---------------|
| ** **                      | ** ** | ** **    |
| By:                             | ** ** | ** **    | By: | ** ** |
| Print Name: Randolph L.  Marten | ** ** | Print Name:   | ** ** |
| Title: Chief  Executive Officer |       |          |
|                                 |            |               |  |  |  |

 

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