Exhibit 10.2


    Exhibit
      10.2

    


    


    P.A.M.
      TRANSPORTATION SERVICES, INC.

    NON-QUALIFIED
      STOCK OPTION AGREEMENT

    FOR
      NON-EMPLOYEE DIRECTOR

    


    


    This
      Non-Qualified Stock Option Agreement ("Option Agreement") dated as of
      __________________, is by and between P.A.M. TRANSPORTATION SERVICES, INC.
      (the
      "Company") and _____________________ ("Non-Employee Director").

    


    RECITAL

    


    The
      Board
      of Directors of the Company has adopted the 2006 Stock Option Plan (the "2006
      Plan"), that was approved by the stockholders of the Company on May 24, 2006.
      A
      copy of 2006 Plan will be provided to the Non-Employee Director upon request.
      Pursuant to the terms of the 2006 Plan, and more specifically, Section 10 of
      the
      2006 Plan, the Non-Employee Director will be granted non-qualified stock options
      to purchase shares of the Company's authorized $.01 par value common stock
      ("Stock"), subject to the terms and conditions set forth in the 2006 Plan and
      this Option Agreement.

    


    AGREEMENT

    


    In
      consideration of the mutual promises, agreements and covenants contained in
      this
      Option Agreement and for other good and valuable consideration, the receipt
      and
      sufficiency of which are acknowledged, the parties to this Option Agreement
      agree as follows.

    


    1.
      INCORPORATION OF PROVISIONS

    


    This
      Option Agreement is subject to and is to be construed in all respects in a
      manner that is consistent with the terms of the 2006 Plan, the provisions of
      which are incorporated by reference into this Option Agreement. Unless
      specifically provided otherwise, all terms used in this Option Agreement have
      the same meaning as in the 2006 Plan.

    


    2.
      GRANT OF OPTIONS

    


    Subject
      to the terms and conditions of this Option Agreement, the Non-Employee Director
      is granted a non-qualified stock option to purchase 2,000 shares of Stock,
      effective as of the date first written above. Thereafter, to the extent provided
      for in Section 10 of the 2006 Plan, on March 2 of each year during the term
      of
      the 2006 Plan, and subject to the terms and conditions of this Option Agreement,
      the Non-Employee Director will be granted, without the necessity of action
      by
      the Board of Directors or any committee of the Board, an option to purchase
      2,000 shares of Stock. The total number of shares granted pursuant to options
      that the Non-Employee Director holds under the 2006 Plan is reflected in Exhibit
      A attached to this Option Agreement. Exhibit A will be updated and delivered
      to
      the Non-Employee Director for attachment to this Option Agreement at or about
      the time that each option is granted to the Non-Employee Director, and at such
      other times as may be determined by the Company.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    3.
      OPTION EXERCISE PRICE

    


    Pursuant
      to the terms of the 2006 Plan, the option exercise price for each share of
      Stock
      purchased under this Option Agreement will be equal to 100% of the Market Price
      of the Stock on the date the relevant option is granted, or for options granted
      on a weekend or holiday, on the business day next preceding the grant date.
      The
      option exercise price for each option is reflected in Exhibit A attached to
      this
      Option Agreement.

    


    4.
      EXPIRATION OF OPTIONS

    


    Each
      option to acquire Stock pursuant to this Option Agreement will expire (to the
      extent not previously fully exercised) upon the first to occur of the
      following:

    


    
      	
              (a)

            	
              the
                date which is the fifth anniversary of the date of grant of the
                option;

            
	 	 
	
              (b)

            	
              the
                date which is the 90th day following the date upon which the Non-Employee
                Director ceases to be a director of the Company for any reason other
                than
                the Non-Employee Director's death or permanent
                disability;

            
	 	 
	
              (c)

            	
              the
                date which is the first anniversary of the date upon which the
                Non-Employee Director ceases to be a director of the Company as a
                result
                of the Non-Employee Director's death or permanent
                disability.

            


    

    


    


    5. EXERCISE
      OF OPTIONS

    


    Except
      to
      the extent that options under this Option Agreement earlier lapse or expire
      pursuant to Article 4 of this Option Agreement, the options may be exercised
      with respect to the aggregate number of shares subject to this Option Agreement,
      commencing for each option, on the date of grant.

    


    To
      the
      extent that any options becomes exercisable in accordance with the above, the
      Non-Employee Director may exercise the options, in whole or in part from time
      to
      time. The option exercise price may be paid by the Non-Employee Director either
      in cash or by surrender of other shares of Stock of the Company held by the
      Non-Employee Director for more than six months, or a combination of both. The
      Non-Employee Director will be given credit against the option exercise price
      for
      the shares surrendered in an amount equal to the Market Price of the shares
      surrendered.

    


    6.
      MANNER OF EXERCISE

    


    The
      options under this Option Agreement may be exercised by written notice to the
      Company specifying the number of shares to be purchased and signed, or
      authorized in a manner acceptable to the Company, by the Non-Employee Director,
      or by such other persons who may be entitled to acquire Stock under this Option
      Agreement. If any such notice is signed or authorized by a person other than
      the
      Non-Employee Director, such person will also provide such other information
      and
      documentation as the Board of Directors or Committee may reasonably require
      to
      assure that such person is entitled to acquire Stock under the terms of the
      2006
      Plan and this Option Agreement.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    7.
      RESTRICTIONS ON TRANSFERABILITY

    


    The
      options under this Option Agreement will not be transferable by the Non-Employee
      Director otherwise than by will or by the laws of descent and distribution,
      and
      such options will be exercisable during the Non-Employee Director's lifetime
      only by the Non-Employee Director.

    


    8.
      FURTHER RESTRICTIONS ON EXERCISE AND SALE OF STOCK

    


    If
      at any
      time during which an option under this Option Agreement is otherwise exercisable
      according to its terms, there is no effective Registration Statement on file
      with the Securities and Exchange Commission covering the shares then acquirable
      under this Option Agreement, then unless the Board of Directors, in its sole
      discretion determines otherwise, the option will not be exercised until such
      time as the Company is satisfied that the offer and sale of the option shares
      to
      the option holder is exempt from the registration requirements of the Securities
      Act of 1933, as amended, and such state securities laws as shall be applicable,
      and may condition such exercise upon its receipt of such representations,
      factual assurances and legal opinions as it deems necessary to determine and
      document the availability of any such exemption, and may further condition
      such
      exercise upon such undertakings by the holder of this Option Agreement or such
      restriction upon the transferability of the shares to be acquired under this
      Option Agreement as it determines to be necessary to effectuate and protect
      the
      claim to any such exemption.

    


    Nothing
      contained in this section will be construed to obligate the Company to, or
      to
      grant any right to the holder of any option to, cause the Company to file any
      Registration Statement; or, if any such Registration Statement is filed, to
      prepare any additional prospectus, to file any amendments to the Registration
      Statement, or to continue the Registration Statement in effect.

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    The
      Company has caused this Option Agreement to be executed by a member of the
      Board
      of Directors or a duly authorized officer of the Company, and the Non-Employee
      Director has executed this Option Agreement, as of the date first above
      written.

    


    
      	 	
              P.A.M.
                TRANSPORTATION SERVICES, INC.

            
	 	 
	 	
              By:
                ______________________________

            
	 	 
	 	
              Name:____________________________

            
	 	 
	 	
              Title:_____________________________

            


    

    


    


    
      	 	
              ATTEST:

            
	 	 
	 	
              _________________________________

            
	 	
              Secretary

            


    

    


    


    
      	 	
              NON-EMPLOYEE
                DIRECTOR

            
	 	 
	 	
              _________________________________

            
	 	
              (sign
                name)

            
	 	 
	 	
              _________________________________

            
	 	
              (print
                name)

            


    

    


    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      A

    


    TO

    


    NON-QUALIFIED
      STOCK OPTION AGREEMENT

    DATED
      AS OF ________________, BETWEEN

    P.A.M.
      TRANSPORTATION SERVICES, INC.

    AND
      ______________________

    


    


    OUTSTANDING
      OPTIONS AS OF _____________

    


    


    


    
      	
              Date
                Option Granted

              And
                Exercisable

            	
               

              Number
                of Shares Covered
                by Option

            	
               

              Exercise
                Price

              Per
                Share

            	
               

              Expiration
                Date

              of
                Option

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

    


    


    


    


    Date
      of this Exhibit A: _____________________