ex4_4.htm


    
      

    

    

      EXHIBIT
4.4

      


      FIRST
AMENDMENT

      TO

      KNIGHT
TRANSPORTATION, INC.

      AMENDED
AND RESTATED

      2003
STOCK OPTION PLAN

      


      


      This
First Amendment (the “Amendment”) to the Knight Transportation, Inc. Amended and
Restated 2003 Stock Option Plan (the “Plan”) shall be effective as of the
14th
day of February, 2007.

      


      Recitals:

      


      A.           The
Board of Directors of Knight Transportation, Inc. (the “Company”) established
the Plan in 1994 to attract and retain its executives, directors and key
employees.

       

      B.           The
Board of Directors has determined that it is in the best interests of the
Company to eliminate the automatic grant of stock options to Independent
Directors and to replace those with a restricted stock grant.

       

      C.           The
Board of Directors has determined that it is in the best interests of the
Company to pay one-half of the Directors’ annual fees in Company stock on the
date of the Company’s Annual Meeting of the Board of Directors occurring in May
of each calendar year.

       

      D.           The
Board of Directors has determined that it is in the best interests of the
Company to require that shares issued as Director compensation not be sold by an
individual while he or she is acting as a Director.

       

      E.           Pursuant
to the authority granted in Section 8.16 of the Plan, the Board of Directors, on
behalf of the Company, adopts the following amendment to the Plan, effective as
of May 24, 2007:

      


      Amendment:

      


      1.           Section
6.1 of the Plan is hereby deleted.

      


      2.           Sections
6.2 through 6.5 are hereby denominated as Sections 6.1 through 6.4.

      


      3.           Section
6.2 of the Plan, as denominated above, is hereby deleted and the following is
substituted therefore:

      


      6.2         Holding
Period.  Any Stock Grant made to an Independent Director may
not be sold at any time while the individual is a Director of the Company,
without the Director obtaining the prior consent of the Compensation
Committee.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      4.           Section
6.4 of the Plan, as denominated above, is hereby amended and the following is
substituted therefore:

      


      6.4         Payment
of Director’s Fees in Stock.  The Company shall pay one-half of
the director’s fees due any Independent Director in Stock of the
Company.  The Company shall issue to each Independent Director at the
Annual Meeting of the Board of Directors occurring in May of each calendar year
the number of shares of Company Stock (disregarding any fraudulent shares) equal
to one-half of the director’s fees due such Independent Director for services
performed as of the date of issuance, based on the Fair Market Value of the
Company’s Stock, as provided in Section 5.3(c) above, at the closing price as of
the day such grant is awarded.  Each Director shall be deemed to have
earned the stock issued to such Director as of the date of the Annual
Meeting.

      


      5.           The
foregoing First Amendment to the Plan was approved by the Company’s Board of
Directors at the Quarterly Meeting of the Board of Directors on February 14,
2007, to be effective for calendar years from and after January 1,
2007.

       

      6.           Except
as amended by this Amendment, the Plan shall continue in full force and effect
as previously constituted and amended.

      


      DATED
this 24th day of May, 2007.

      


      
        	 
      	
                KNIGHT
      TRANSPORTATION, INC., an Arizona corporation

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Kevin P. Knight,

              
	 
      	 
      	
                Kevin
      P. Knight,

              
	 
      	 
      	
                Chief
      Executive Officer

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Timothy M. Kohl,

              
	 
      	 
      	
                Timothy
      M. Kohl,

              
	 
      	 
      	
                President
      and Secretary