**Exhibit 10.19**

 

**MARTEN TRANSPORT, LTD.**

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**2009 NON-DRIVER EMPLOYEE BONUS PLAN**

 

# I.                                         GENERAL

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## A.                                   *Plan Purpose. *In aneffort to maintain a position of leadership in the highly competitive businesssegments in which Marten Transport, Ltd. (the “Company”) competes, it isnecessary to promote the financial interests of the Company and itsSubsidiaries, including its growth, by attracting and retaining highlyqualified non-driver employees possessing outstanding ability, motivating suchemployees by means of performance related incentives, and providing incentivecompensation opportunities which are competitive with those of similarcorporations.  The Marten Transport, Ltd.2009 Non-driver Employee Bonus Plan****(the “Plan”)is designed to assist the Company in attaining these objectives.

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## B.                                     *Cash Bonus Plan. *ThePlan is a cash bonus plan and is not intended to be (and shall not be construedand administered as) a deferred compensation plan or an employee benefit planwithin the meaning of ERISA.  BonusAwards under this Plan are intended to be discretionary and shall notconstitute a part of an employee’s regular rate of pay for any purpose.

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## C.                                     *Effective Date; Term*. The provisions of the Plan are effective as of January 1, 2009 andshall continue until the Committee shall, in their sole and absolutediscretion, determine whether Bonus Awards will be granted for the Award Year,subject to earlier termination by the Company.

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## D.                                    *Definitions*.  Unlessthe context requires otherwise, the following terms when used with initialcapitalization have the following meanings:

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*Award Year*—Calendar year 2009.

 

*Base Salary*— The annual base compensation paid to a Participant for the Award Year andbase pay not paid during the Award Year as a result of an earnings reductionelection under any deferred compensation plan or any other arrangement.

 

*Board*—The Board of Directors of the Company.

 

*Bonus Award*— The cash bonus payable to a Participant as determined under Section III,subject to the terms of the Plan.

 

*Code*—The Internal Revenue Code of 1986, as from time to time amended including anyrelated regulations.

 

*Committee*— The Compensation Committee of the Board.

 

*Company —*MartenTransport, Ltd.

 

*DesignatedSubsidiary*—**A subsidiaryof the Company that has been designated by the Committee from time to time, inits sole and absolute discretion, as eligible to participate in the Plan.

 

*Director*—Each director level employee of the Company or a Designated Subsidiary.

 

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*EligibleEmployee —*Each non-driver employee of the Company ora Designated Subsidiary who is employed by the Company or a DesignatedSubsidiary on the date of the Bonus Award grant.

 

*Employer*—The Company and any Designated Subsidiary.

 

*ERISA*—**The Employee Retirement Income Security Act of 1974, asfrom time to time amended, including any related regulations.

 

*ExecutiveOfficer* — Each executive officer of the Company whohas been elected as an executive officer, within the meaning of the rules ofthe Securities and Exchange Commission, by the Board.

 

*Non-DriverEmployee —* Each non-driver employee of the Company ora Designated Subsidiary who is not an Executive Officer or a Director.

 

*Participant*— Each Eligible Employee who is designated as a Participant for the Award Yearby the Committee.

 

*Plan*—The Marten Transport, Ltd. 2009 Non-driver Employee Bonus Plan, as evidenced bythis written instrument as may be amended from time to time.

 

*SeniorManagement*—The executive officer group led by thePresident, with the concurrence of the Chief Executive Officer.

 

*Subsidiary*—Any entity, corporate or otherwise, in which the Company, directly orindirectly, owns or controls a greater than 50% interest.

 

# II.                                     PARTICIPATION

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## A.                                   *Participants*. Participants will be determined annually by the Committee from among theCompany’s Eligible Employees. Designation as a Participant will apply only for the Award Year.

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## B.                                     *Termination of Employment*. In order to be entitled to receive a payment for a Bonus Award for theAward Year, a Participant must be employed by the Company or a DesignatedSubsidiary on the date of the Bonus Award grant.

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# III.                                 COMPUTATIONAND PAYMENT OF BONUS AWARDS

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## A.                                   *Formula Bonus.*

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### 1.                                       *Executive Officers*. Each Executive Officer will be eligibleto earn a Bonus Award for the Award Year in an amount up to a maximum of 75% ofhis or her Base Salary, as recommended by the Chief Executive Officer of theCompany (or person performing such function) and approved by the CompensationCommittee.

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### 2.                                       *Directors.* Each Director will be eligible to earn a BonusAward for the Award Year in an amount up to a maximum of 22.5% of his or herBase Salary, as determined by Senior Management of the Company.

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### 3.                                       *Non-driver Employees.* Each Non-driver Employee will beeligible to earn a Bonus Award for the Award Year in an amount up to a maximumof 7.5% of his or her Base Salary, as determined by Senior Management of theCompany.

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## B.                                     *Committee’s Discretion.*  TheCommittee shall, in its sole and absolute discretion, determine 

 

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## each Executive Officer’sBonus Award for the Award Year, and Senior Management shall determine eachDirector’s and Non-driver Employee’s Bonus Award for the Award Year, subject toany changes or determinations by the Committee before Senior Managementproperly grants such Director’s or Non-driver Employee’s Bonus Award, whichdetermination shall be based on, among other things, an evaluation of suchParticipant’s individual performance and the Company’s business results for theAward Year.

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## C.                                     *Cash Payment. *Subjectto a Participant’s right (if any) to elect to defer receipt of all or a portionof such Participant’s Bonus Award under the terms of a plan authorizing suchdeferral, payment of a Bonus Award will be made in cash as soon as practicablefollowing the end of the Award Year, without interest, but in any event by the March 15following the end of the Award Year.

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## D.                                    *Withholding Taxes. *Notwithstandingany of the foregoing provisions, the Employer shall withhold from any paymentto be made hereunder such amounts as it reasonably determines it may berequired to withhold under any applicable federal, state or other law, andtransmit such withheld amounts to the appropriate authorities.

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## E.                                      *Payment in Event of Incapacity*.  If any individual entitled to receive anypayment under the Plan is, in the judgment of the Committee, physically,mentally or legally incapable of receiving or acknowledging receipt of thepayment, and no legal representative has been appointed for the individual, theCommittee may (but is not required to) cause the payment to be made to any oneor more of the following as may be chosen by the Committee; the institutionmaintaining the individual; a custodian for the individual under the UniformTransfers to Minors Act of any state; or the individual’s spouse, child,parent, or other relative by blood or marriage. The Committee is not required to see to the proper application of anysuch payment, and the payment completely discharges all claims under the Planagainst the Company, and the Plan to the extent of the payment.

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## F.                                      *Payment in the Event of Death*.  Payment of a Bonus Award to a deceasedParticipant will be made to the Participant’s heirs determined pursuant to theapplicable laws of inheritance or descent.

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# IV.                                 PLANADMINISTRATION

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## A.                                   *Plan Administration*. The Committee or its delegate has the authority and responsibility tomanage and control the general administration of the Plan.  This Plan is not intended to modify or limitthe powers, duties or responsibilities of the Committee as set forth under theCharter for the Committee as adopted by the Board from time to time.  Determinations, decisions and actions of theCommittee, in connection with the construction, interpretation, administration,or application of the Plan will be final, conclusive, and binding upon anyParticipant and any person claiming under or through the Participant.  No employee of an Employer, any member of theBoard, any delegate of the Board, or any member of the Committee will be liablefor any determination, decision, or action made in good faith with respect tothe Plan or any Bonus Award made under the Plan.

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## B.                                     *Compensation Committee*. The Compensation Committee has the sole authority and responsibility toestablish the amount of any Bonus Award payable to any Participant, except asnoted above by Senior Management.

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# V.                                     AMENDMENTOR TERMINATION

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The Plan may at any time be amended, modified, orterminated, as the Committee in its sole and absolute discretion determines.Such amendment, modification, or termination of the Plan will not require theconsent, ratification, or approval of any party, including any Participant.

 

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# VI.                                 MISCELLANEOUS

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## A.                                   *Non-Assignability*.  AParticipant’s rights and interests in and to payment of any Bonus Award underthe Plan may not be assigned, transferred, encumbered or pledged other than bywill or the laws of descent and distribution; and are not subject toattachment, garnishment, execution or other creditor’s processes.

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## B.                                     *No Contract of Employment*. Neither the Plan, nor any Bonus Award, constitutes a contract ofemployment, and participation in the Plan will not give any employee the rightto be retained in the service of the Company or any Subsidiary or continue inany position or at any level of compensation.

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## C.                                     *Controlling Law*.  ThisPlan and all determinations made and actions taken pursuant hereto to theextent not preempted by federal laws, will be governed and construed by theinternal laws of the State of Wisconsin, except its laws with respect to choiceof law.

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## D.                                    *Unfunded, Unsecured Obligation.*  A Participant’s only interest under the Planshall be the right to receive a cash payment for a Bonus Award pursuant to theterms of the Bonus Award and the Plan. No portion of the amount payable to a Participant under this Plan shallbe held by the Company or any Subsidiary in trust or escrow or any other formof asset segregation.  To the extent thata Participant acquires a right to receive a cash payment under the Plan, suchright shall be no greater than the right of any unsecured, general creditor ofthe Company, and no trust in favor of any Participant will be implied.

 

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