Exhibit 10.3


 


RESTRICTED STOCK AGREEMENT


for the


J. B. HUNT TRANSPORT SERVICES, INC.


AMENDED AND RESTATED MANAGEMENT INCENTIVE PLAN


 


THIS  Restricted Stock Agreement (“Agreement”) made
as of                      by and between J. B. Hunt Transport Services, Inc. (“Company”)
and                                     (“Recipient”):


 


WHEREAS, the Company maintains
the J.B. Hunt Transport Services, Inc. Amended and Restated Management
Incentive Plan (the “Plan”) under which the Company’s Compensation Committee of
the Board of Directors (“Committee”) may, among other things, award shares of
the Company’s $.01 par value Common Stock (“Common Stock”) to such members of
the Company’s management as the Committee may determine, subject to terms,
conditions, or restrictions as it may deem appropriate;


 


WHEREAS, pursuant to the Plan,
the Committee has awarded to Recipient a Restricted Stock Award (“Award”)
conditioned upon the execution by the Company and the Recipient of this
Agreement setting forth all the terms and conditions applicable to such Award
in accordance with the laws of the State of Arkansas;


 


THEREFORE, in consideration of
the past services of the Recipient and the mutual promises and covenants
contained herein it is hereby agreed as follows:


 


1.                                      AWARD
OF SHARES:


 


Under the terms of the Plan, the Committee has awarded
to the Recipient an Award on                                 (“Award Date”), for                      shares of Common Stock subject to the terms, conditions and
restrictions set forth in this Agreement. 
There will be no purchase price required by the Recipient in connection
with this transaction.


 


2.                                      AWARD
RESTRICTIONS:


 


The Award vests as described below and each vested
portion of the Award shall expire thirty (30) days after each designated vesting
date.


 


Upon each vesting date and upon satisfaction of the
requirements of Paragraph 8, the Company shall cause a stock certificate to be
delivered, without legend, in an amount reflecting the number of shares vested
and registered on the Company’s books


 





















 


in the name of the Recipient or the Recipient’s beneficiary.  Upon receipt of such stock certificate, the
Recipient or beneficiary are free, upon compliance with applicable law, to hold
or dispose of such certificate at will.


 


During the vesting period, those shares covered by the
Award, but not vested, are not transferable by the Recipient by means of sale,
assignment, exchange, pledge or otherwise. 
However, during the vesting period, the Recipient does have the right to
tender for sale or exchange with the Company’s written consent, any such shares
in the event of any tender offer within the meaning of Section 14(d) of
the Securities Exchange Act of 1934.


 


3.                                      ADMINISTRATION
OF AWARD:


 


The Restricted Stock shall be maintained in a
book-entry account (the “Account”) by and at the Company’s transfer agent until
the restrictions associated with such Restricted Stock expire pursuant to
Sections 2, 4 or 8.  The Recipient shall
execute and deliver to the transfer agent one or more stock powers in blank for
the Restricted Stock.  The Recipient
hereby agrees that the transfer agent shall maintain such Account and the
related stock power(s) pursuant to the terms of this Agreement until such
restrictions expire pursuant to Sections 2 or 4.   The shares of Restricted Stock subject to
these Awards are not eligible for dividend distributions (other than
adjustments described in Paragraph 5), not eligible to be voted and not
eligible to be enrolled in any dividend re-investment program until the
restrictions thereon expire.


 


The Committee shall have full authority and discretion
(subject only to the express provisions of the Plan) to decide all matters
relating to the administration and interpretation of the Plan and this
Agreement.  All such Committee
determinations shall be final, conclusive and binding upon the Company, the
Recipient, and any and all interested parties.


 


4.                                      EMPLOYMENT
TERMINATION:


 


Termination of the Recipient’s employment with the
Company for any reason other than death or disability, shall result in
forfeiture of the Award on the date of termination to the extent not already
vested.  If the Recipient terminates
employment with the Company due to death or disability during the vesting
period, that Award, to the extent not already vested, shall vest in full as of
the date of such termination.  If the
Recipient’s employment terminates on account of “early retirement” (as defined
by the Committee), or under special circumstances determined by the Committee,
the Award, to the extent not already vested, may be vested in full or in parts
as determined by the Committee. The Recipient may designate a beneficiary to
receive the stock certificate representing that portion of the Award
automatically vested upon death.  The
Recipient has the right to change such beneficiary designation at will.


 


5.                                      ADJUSTMENT
OF SHARES FOR RECAPITALIZATION, ETC.


 


In the event there is any change in the outstanding
Stock of the Company by reason of any reorganization, recapitalization, stock
split, stock dividend, combination of shares or otherwise, there shall be
substituted for or added to each share of Stock theretofore appropriated or
thereafter subject, or which may become subject, to this Award, the number and
kind of shares of stock or other securities into which each


 





















 


outstanding share of Stock shall be so changed or for which each such
share shall be exchanged, or to which each such share shall be entitled, as the
case may be.  Adjustment under the
preceding provisions of this Section 5 will occur automatically upon any
such change in the outstanding Stock of the Company.  No fractional interest will be issued under
the Plan on account of any such adjustment.


 


6.                                      COMPANY
RECORDS


 


Records of the Company or its Subsidiaries or
Affiliates regarding any period(s) of service, termination of service and the
reason therefore, and other matters shall be conclusive for all purposes
hereunder, unless determined by the Company to be incorrect.


 


7.                                      NO
LIABILITY FOR GOOD FAITH DETERMINATION.


 


The members of the Board and the Committee shall not
be liable for any act, omission, interpretation or determination taken or made
in good faith with respect to this Agreement or the Restricted Stock granted
hereunder and all members of the Board or the Committee and each and any
officer or employee of the Company acting on their behalf shall, to the extent
permitted by law, be fully indemnified and protected by the Company in respect
of any such action, determination or interpretation.


 


8.                                      WITHHOLDING
TAXES.


 


The Company will require the Recipient receiving the
shares of Common Stock under an Award, to reimburse the Company for such taxes
required to be withheld by the Company and withhold any distribution in whole
or in part until the Company is so reimbursed. 
The Recipient may satisfy the withholding obligation using cash or
Company Common Stock owned (other than through this Award) by the Recipient for
at least six months prior to the vesting date.


 


9.                                      IMPACT
ON OTHER BENEFITS:


 


The value of the Award (either on the Award Date or at
the time the shares are vested) shall not be includable as compensation or
earnings for purposes of any other benefit plan offered by the Company.


 


10.                               ACCELERATION
OF VESTING:


 


Notwithstanding anything contained in this Agreement
to the contrary, in the event that, at any time following the date of a “change
of control” (as hereinafter defined)  (i) a
Recipient’s employment with the Company or one of its subsidiaries terminates
as a result of such Recipient’s retirement, termination without “just cause”
(as hereinafter defined) by the Company or one of its subsidiaries, or
resignation by the Recipient for good reason; or (ii) with respect to a
recipient employed by one of the Company’s subsidiaries, a “sale transaction”
(as hereinafter defined) is effected; then all vesting restrictions on any
shares of the Company’s Common Stock or acquiring Company Common Stock awarded
to that participant under this Agreement shall immediately lapse and such
shares shall be vested.


 





















 


For purposes of this Plan, “just cause” shall mean the
willful and continued failure of a Recipient to substantially perform his
duties with the Company or one of its subsidiaries after a written demand for
substantial performance is delivered to such participant by the Board of
Directors of the Company, or its subsidiary, which specifically identifies the
manner in which the board believes that such participant has not substantially
performed his duties; or willful misconduct by the Recipient materially injures
the Company or its subsidiaries monetarily or otherwise (it being understood
that no act, or failure to act, on the part of a recipient shall be considered “willful”
unless done, or omitted to be done, by such Recipient in bad faith and with
knowledge that the action or omission was not in the best interest of the
Company or such subsidiary).


 


“Sale transaction” shall mean, with respect to an
employee of one of the Company’s subsidiaries, the direct or indirect sale or
other disposition by the Company of in excess of fifty percent (50%) of the voting
capital stock of such subsidiary, the complete liquidation of such subsidiary,
or the sale by such subsidiary or all or substantially all of its assets.


 


For purposes of this Paragraph 10, “change of control”
means:


 


(1)           Any
transaction involving the acquisition (“Acquisition Transaction”), by any
person, corporation, partnership or other entity, or any group (collectively
referred to herein as a “person”), of beneficial ownership of shares
representing thirty percent (30%) or more of the Company’s then outstanding
voting securities entitled to vote generally in the election of directors (“Voting
Securities”), but excluding, for this purpose, any such acquisition by (a) the
Company or any of its subsidiaries or any employee benefit plan (or related
trust) of the Company, or any of its subsidiaries, or (b) any corporation
with respect to which immediately following such acquisition, shares
representing more than fifty percent (50%) of such corporation’s Voting
Securities are beneficially owned, directly or indirectly, by those persons who
are the beneficial owners of the Company’s voting securities immediately prior
to such acquisition; or


 


(2)           Persons
who as of May 1, 2005 constitute the Company’s board of directors (the “Incumbent
Board”) cease, for any reason, to constitute at least a majority of the board,
provided that any person becoming a director of the Company subsequent to May 1,
2005 whose election was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall, for the purposes of this
Agreement, be considered to be a member of the Incumbent Board; or


 


(3)           Approval
by the stockholders of the Company of a reorganization, merger or consolidation
with respect to which those persons who were the beneficial owners of the
Company’s voting securities immediately prior to such reorganization, merger or
consolidation, do not, following such reorganization, merger or consolidation,
beneficially own, directly or indirectly, shares representing more than fifty
percent (50%) of the voting securities of the corporation


 





















 


resulting from such reorganization, merger or
consolidation, or a complete liquidation or dissolution of the Company or the
sale or other disposition of all or substantially all of the assets of the Company.


 


For purposes of this Paragraph 10, “acquisition
transaction” means any of the following events:


 


(a)                                  A
merger, reorganization or consolidation involving the Company in which the
outstanding stock is converted into or exchanged for the Common Stock of
another entity, provided that such other entity has not, prior to or at the
time of such merger, reorganization or consolidation, directly or indirectly
acquired beneficial ownership of in excess of twenty percent (20%) of the
outstanding shares of the Company for consideration other than such Common
Stock (such a merger, reorganization or consolidation being herein referred to
as a “Stock Merger Transaction”); or


 


(b)                                 Any
merger, reorganization or consolidation involving the Company which is not a
Stock Merger Transaction and with respect to which these persons who were the
beneficial owners of the Company stock immediately prior to such merger,
reorganization, or consolidation, do not, following such merger,
reorganization, or consolidation, beneficially own, directly or indirectly,
shares representing more than fifty percent (50%) of the Common Stock of the
corporation resulting from such merger, reorganization or consolidation, or a
complete liquidation or dissolution of the Company or the sale or other disposition
of all or substantially all of the assets of the Company.


 


11.                               RIGHT
TO CONTINUED EMPLOYMENT:


 


Nothing in this Agreement or in the Plan shall confer
on a Recipient any right to continue in the employ of the Company or in any way
affect the Company’s right to terminate the Recipient’s employment without
prior notice at any time for any and no reason.


 


12.                               AMENDMENTS:


 


This Agreement shall be subject to the terms of the
Plan as amended except that the Award that is the subject of this Agreement may
not in any way be restricted or limited by any Plan amendment or termination
approved after the date of the award without the Recipient’s written consent.


 





















 


13.                               FORCE
AND EFFECT:


 


The various provisions of this Agreement are severable
in their entirety.  Any determination of
invalidity or unenforceability of any one provision shall have no effect on the
continuing force and effect of the remaining provisions.


 


14.                               PREVAILING
LAWS:


 


This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of Arkansas applicable to
corporations and the issuance of stock by Arkansas corporations.


 


15.                               SUCCESSORS:


 


This Agreement shall be binding upon and inure to the
benefit of the successors, assigns and heirs of the respective parties.


 


16.                               NOTICE:


 


Unless waived by the Company, any notice to the
Company required under or relating to this Agreement shall be in writing and
addressed to:


 


J. B. HUNT TRANSPORT SERVICES, INC.


Attention:  Kirk
Thompson


P. O. Box 130


Lowell, Arkansas 
72745


 


17.                               TERMS


 


Any terms used in this Agreement that are not
otherwise defined shall have the meanings prescribed to them in the Plan.


 


18.                               ENTIRE
AGREEMENT:


 


This Agreement contains the entire understanding of
the parties and shall not be modified or amended except in writing and duly
signed by the parties.  No waiver by
either party of any default under this Agreement shall be deemed a waiver of
any later default.


 





















 


IN WITNESS THEREOF, the parties
have signed this Agreement as of the date hereof.


 


 


	
   

  	
  J. B. HUNT TRANSPORT SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   Kirk Thompson

  
	
   

  	
   President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Recipient: