Exhibit 10.15


 


SEPARATION AGREEMENT AND RELEASE


 


This Separation Agreement (“Agreement”) and the Release, which is
attached and incorporated by reference as Exhibit A (“the Release”), are
made by and between Donald J. Hinson (“Employee”) and Marten Transport Ltd. 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 official capacities
(collectively  “Employer”).


 


Employer and Employee (collectively “Parties”) wish to
end their employment relationship in an honorable, dignified, and orderly
fashion. Recognizing that termination of employment generally implicates
potential personal transition and legal issues, Employer is willing to provide
Employee with additional benefits to ease his transition in exchange for a full
and final release of claims.  Toward that
end, the Parties have agreed to separate according to the terms set forth in
this Agreement and Release.


 


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


 


IN
CONSIDERATION OF THIS ENTIRE SEPARATION AGREEMENT AND RELEASE, THE PARTIES
AGREE AS FOLLOWS:


 


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


 


                2.             Consideration.  Employer shall, after receipt of this fully
executed Separation Agreement and Release, and after expiration of the
applicable revocation period, pay the Employee a lump sum payment of
$72,692.31, representing 20 weeks’ severance pay at his current salary. The
parties 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 exchange
for him entering into this Agreement.


 


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


 


	
  /s/ DH

  
	
  EMPLOYEE INITIALS

  



 


 


1












 


                3.             Confidentiality.  Employee warrants that he has not and agrees
that he will not in the future disclose the terms of this Agreement, or the
terms of compensation to be paid by Employer to Employee as part of this
Agreement, to any person other than his attorney, spouse, tax advisor, or
representatives of the E.E.O.C., the Wisconsin Equal Rights Division, or other
fair employment practices agency, who shall be bound by the same prohibitions
against disclosure as bind Employee, and Employee shall be responsible for
advising these individuals of this confidentiality provision and obtaining
their commitment to maintain such confidentiality.  Employee shall not provide or allow to be
provided to any person this Agreement, or any copies thereof nor shall he now
or in the future disclose in any way any information concerning any purported
claims, charges and causes of action or this settlement to any person, with the
sole exception of communications with Employee’s spouse, attorney and tax
advisor, unless otherwise ordered to do so by a court or agency of competent
jurisdiction.


 


                4.             Confidential Information.  Employee agrees not to divulge or use any
trade secrets, confidential information, or other proprietary information of
the Employer which he obtained, or to which he had access during his employment
with the Employer.


 


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


 


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


 


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


 


                7.             Stock Options and Other
Benefits.  Only those
stock option shares vested as of the Termination Date, shall be vested, and all
unvested shares are hereby forfeited. 
Employee shall not be eligible for future stock option grants after the
Termination Date.  Employee must exercise
the option on vested shares within 90 days of the Termination Date or the
option will terminate.  The termination
of Employee’s employment shall not in any way modify or otherwise


 


	
  /s/ DH

  
	
  EMPLOYEE INITIALS

  



 


 


2












 


affect
Employee’s rights or vested benefits under other Employer benefit plans and
Employee will be entitled to receive benefits from such plans in accordance
with the terms of the plans and applicable law.


 


                8.             Beneficiaries,
Successors and Assigns.  The parties
agree that any Employer successor or assignee is a beneficiary of this
Agreement and may rely on and enforce this Agreement to secure or defend its
rights hereunder. Employer agrees that its promises in this Agreement shall be
binding on any successor or assignee of Employer’s business or operations.


 


                9.             Non-Disparagement.  Employee agrees that, other than in the
context of an EEOC or other civil rights enforcement agency investigation or
proceeding, he will make no critical, derogatory, disparaging or defamatory
comments or remarks, whether oral or in written, regarding Employer in any
respect or make any comments concerning any aspect of his relationship with
Employer or the conduct or events which precipitated the Employee’s
termination.  This provision does not
prohibit the Employee from participating in an EEOC or other civil rights
enforcement agency charge, investigation or proceeding.


 


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


 


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


 


                12.          Agreement Not to Seek Reemployment.  Employee understands and agrees that his
employment with Employer is terminated effective on the Termination Date and
that he is not entitled to any reinstatement or reemployment with Employer
following the Termination Date.  Employee
agrees that he will not in the future seek any employment with Employer,
whether as an employee, temporary employee, contractor or consultant, nor
accept any such offer of employment  from
Employer.  Employer may use this
agreement as the sole reason to reject any inquiry or application for
employment Employee may make.


 


	
  /s/ DH

  
	
  EMPLOYEE INITIALS

  



 


3

















 


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


 


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


 


                15.          Governing Law.  This Agreement will be construed and
interpreted in accordance with applicable federal laws and the laws of the
State of Wisconsin.


 


                16.          Arbitration.  In the event that any dispute related to this
Agreement arises between the Parties, the Parties agree to confer and attempt
to resolve such disputes for a period of thirty days before seeking any further
relief.  In the event that a dispute is
not resolved through such negotiations, any action bought by either Party to
enforce this Agreement shall be subject to binding arbitration in Wisconsin
before the American Arbitration Association under its rules.  The Parties agree that the arbitration award
is fully enforceable.


 


                17.          Employee Acknowledgments.  Employee states that he has read this entire
Agreement and understands all of its terms, that he has been advised to consult
with an attorney, that he has had a sufficient opportunity to review this
Agreement and the Release with his attorney, and that he is voluntarily and
knowingly entering into this Agreement and the Release with full knowledge and
understanding of his legal rights and obligations.  Employee further agrees that no promise or inducement
has been offered except as set forth in this Agreement and Release, and that
Employee is signing this Agreement without reliance upon any statement or
representation by Employer or any representative or agent of Employer. Employee
understands that this Agreement and the attached Release will have a final and
binding effect and that by executing this Agreement, he may be giving up legal
rights.


 


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
  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

  



 


4






 












 


EXHIBIT A


 


RELEASE


 


I.                                         Definitions.  I intend all words used in this Release to
have 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 the
following meanings:


 


A.                                   “I,”
“me,” “my” and “Employee” include both me, Donald J. Hinson, and
anyone 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 its
parent 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 official
capacities (collectively  “Employer”).


 


C.                                     “Claims”
mean any and all of the actual or potential claims of any kind whatsoever I may
have had, or currently may have against Employer, regardless of whether I now
know about those claims, that are in any way related to my employment with
Employer or the termination of that employment. Such claims include, but are
not limited to any claims for: invasion of privacy; breach of written or oral,
express or implied, contract; fraud or misrepresentation; violation of the
federal Fair Labor Standards Act (“FLSA”), 29 U.S.C. § 203(s), the Age
Discrimination 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, et
seq., the Americans with Disabilities Act (“ADA”), 29 U.S.C. § 2101, et
seq., the Family and Medical Leave Act (“FMLA”), 29 U.S.C. § 2601 et
seq., the Employee Retirement Income Security Act of 1978 (“ERISA”), as
amended, 29 U.S.C. §§ 1001, et  seq., Equal Pay Act (“EPA”), 29
U.S.C. § 206(d), the Worker Adjustment and Retraining Notification Act (“WARN”),
29 U.S.C. § 2101 et  seq., 
the Wisconsin Fair Employment Law, Wis. Stat. § 111.31, et  seq.,
or any other state human rights or fair employment practices act, and any other
federal, state, local or foreign statute, law, rule, regulation, ordinance or
order.  Such claims also include, but are
not limited to: claims for violation of any civil rights laws based on protected
class status; claims for assault, battery, defamation, intentional or negligent
infliction of emotional distress, breach of the covenant of good faith and fair
dealing, promissory estoppel, negligence, negligent hiring, retention or
supervision, retaliation, constructive discharge, violation of whistleblower
protection laws, unjust enrichment, violation of public policy, and all other
claims for unlawful employment practices, and all other common law or statutory
claims.


 


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


 


A-1

















 


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


 


III.                                 Older
Workers Benefit Protection Act.  I understand and have been advised that the
above release of My Claims is subject to the terms of the Older Workers Benefit
Protection Act (“OWBPA”).  The OWBPA
provides that an individual cannot waive a right or claim under the Age
Discrimination in Employment Act (“ADEA”) unless the waiver is knowing and
voluntary.  I have been advised of this
law, and I agree that I am signing this Release voluntarily, and with full
knowledge of its consequences. I understand that the Employer is giving me
twenty-one (21) days from the date I received a copy of this Release to decide
whether I want to sign it.  I acknowledge
that I have been advised to use this time to consult with an attorney about the
effect of this Release.  If I sign this Release before the end of the
twenty-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 agree
that material and/or immaterial changes to this Separation Agreement or Release
will not restart the running of this consideration period.


 


IV.                                 Exclusions
from Release.


 


A.                                   The
term “Claims” does not include my rights, if any, to claim the following:  unemployment insurance benefits; workers
compensation benefits; claims for my vested post-termination benefits under any
401(k) or similar retirement benefit plan; my rights to group medical or
group dental insurance coverage pursuant to section 4980B of the Internal
Revenue Code of 1986, as amended (“COBRA”); my rights to enforce the terms of
this Release; or my rights to assert claims that are based on events occurring
after this Release becomes effective.


 


B.                                     Nothing
in this Release interferes with my right to file or maintain a charge with the
Equal Employment Opportunity Commission (“EEOC”) or other local civil rights
enforcement agency, or participate in any manner in an EEOC or other such
agency investigation or proceeding.  I,
however, understand that I am waiving my right to recover individual relief
including, but not limited to, back pay, front pay, reinstatement, attorneys’
fees, and/or punitive damages, in any administrative or legal action whether
brought by the EEOC or other civil rights enforcement agency, me, or any other
party, arising from my voluntary resignation.


 


C.                                     Nothing
in this Release interferes with my right to challenge the knowing and voluntary
nature of this Release under the ADEA and/or OWBPA.


 


D.                                    I
agree that the Employer reserves any and all defenses, which it has or might
have against any claims brought by me. 
This includes, but is not limited to, the Employer’s right to seek
available costs and attorneys’ fees as allowed by law, and to have any monetary
award granted to me, if any, reduced by the amount of money that I received in
consideration for this Release.


 


A-2

















 


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


 


I understand that the
payment I am receiving for settling and releasing My Claims is contingent upon
my agreement to be bound by the terms of this Release.  Accordingly, if I decide to rescind or revoke
this Release, I understand that I am not entitled to the Consideration
described in the Separation Agreement.  I
further understand that if I attempt to rescind or revoke my release of any
claim, I must immediately return to Employer any Consideration I have received
under my Separation Agreement.


 


VI.                                 I
Understand the Terms of this Release.  I have had the opportunity to read this
Release carefully and understand all its terms. 
I have had the opportunity to review this Release with my own
attorney.  In agreeing to sign this
Release, I have not relied on any statements or explanations made by Employer
or their attorneys.  I understand and
agree that this Release and the attached Separation Agreement contain all the
agreements between Employer and me.  We
have 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

  



 


 


 


A-3