**FIRST
AMENDMENT**
 **TO**
 **KNIGHT
TRANSPORTATION, INC.**
 **2003
STOCK OPTION PLAN**
 
 
 This
First Amendment (the “Amendment”) to the Knight Transportation, Inc. 2003 Stock
Option Plan (the “Plan”) shall be effective this 2nd day of March,
2005.
 
 **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. The
Company amended and restated the Plan effective as of
February 10, 1998. The Company amended and restated the Plan effective
as of June 1, 2003.
  B. The Board
of Directors, has determined that it is in the best interests of the Company to
require that no stock options granted under the Plan shall have an exercise
price that is less than the fair market value of the optioned stock on the date
that the stock option is granted to ensure compliance with Section 409A of the
Internal Revenue Code as amended by Section 885 of the American Jobs Creation
Act of 2004.
  C. The Board
of Directors, has determined that it is in the best interests of the Company to
require that any disputes arising under the Plan shall be resolved through
arbitration proceedings located in Phoenix, Arizona.
  D. 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 March 15, 2005:
 
 **Amendment** **:**
 
 1. Section
5.3(b) of the Plan is hereby deleted and the following is substituted therefore,
and the following Section 5.3(c) is hereby added to the Plan:
 
 5.3(b) The
exercise price of an NSO, the purchase price under a Restricted Stock Grant, or
the exercise price of any Stock Option granted to a director under Article 6
shall not be less than 100% of the fair market value of a share of the Stock as
of the date of grant. For purposes of this Plan, the fair market value of a
share of Stock shall equal the closing price of such stock on the date of grant,
as reported by the New York Stock Exchange (“NYSE”). If for any reason the
closing price is not available, then the fair market value of a share of stock
may be determined as the mean of the highest and lowest quoted selling prices
for such stock on the date preceding the date of grant, as reported by the NYSE.
If for any reason the Company’s Stock is not publicly traded on a national
securities market, or not listed on the NYSE, the Committee shall evaluate all
factors
  
  which the
Committee believes are relevant in determining the fair market value of a share
of Stock and, the Committee, in good faith in exercising its business judgment,
shall establish the fair market value of the Stock as of the date an option is
granted.
  5.3(c) Options,
once issued, shall not be repriced.
 
 2. Section
6.1 of the Plan is hereby deleted and the following is substituted
therefore:
 
 6.1 **Automatic
Grant; Annual Compensation; Forfeiture** **.** Any
Independent Director appointed to the Board after September 1, 1995, shall
automatically receive an NSO for 2,500 shares of the Company’s Stock; the
exercise price of such option shall be 100% of the fair market value of the
Company’s stock as of that date. In addition, for calendar years beginning after
December 31, 2002, Independent Directors will receive an NSO for 500 shares, as
described in the next sentence, for each calendar year an Independent Director
is a Director. Such option grant shall be made on June 1 of each calendar year,
beginning on June 1, 2003, and continuing on the same day of each year
thereafter, for each person who is an Independent Director on that date. In
addition, each Independent Director who, as of December 31, 2002, has served as
an Independent Director for at least three calendar years, shall also be
entitled to an NSO grant of 1,000 shares for service previously rendered to the
Company; such option shall be issued on June 1, 2003, and the exercise
price shall be the fair market value of the Company’s Stock as of that date, as
provided in Section 5.3(b) above. Any NSO granted to an Independent Director
(other than the NSO grant for 1,000 shares described in the preceding sentence)
will be forfeited if the director resigns within one year of the date of the
grant of such NSO.
 
 3. Article 8
of the Plan is hereby amended and the following is added as Section
8.21:
 
 8.21 **Arbitration
of Disputes** . The
Federal Arbitration Act applies and governs the arbitration provisions of the
Plan. Any disputes between or among the Company (including its subsidiaries,
affiliates, or successors) and Participants (collectively, the “Parties”) with
respect to the terms of the Plan, including, without limitation, the scope of
this arbitration, shall be subject to arbitration pursuant to the rules of the
American Arbitration Association governing commercial disputes. Arbitration
shall occur in Phoenix, Arizona. Judgment on any arbitration award may be
entered in any court having jurisdiction. A single arbitrator shall have the
power to render a maximum award of $300,000. If any person asserts a claim in
excess of $300,000, any party to the arbitration proceeding may request that the
arbitration be heard by a panel of three (3) arbitrators and, if so requested,
the arbitration decision shall be made by a majority of the three
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  arbitrators.
The Company shall pay the cost of arbitration, but if the Company is the
prevailing party in the arbitration, the Company shall have the right to recover
from the Participant all costs of arbitration. **THE
PARTIES SHALL EXPRESSLY AGREE TO ARBITRATION AND WAIVE ANY RIGHT TO TRIAL BY
JURY EITHER PARTY MAY HAVE BY EXECUTING THE STOCK OPTION
AGREEMENT** **.** Nothing
in the Plan or any Stock Option Agreement between the Company and any
Participant shall limit or restrict any self-help remedy, including, without
limitation, any right of offset a Party may have. The Party prevailing in any
arbitration shall be entitled to payment of all legal fees and costs (including
court costs), and all costs of arbitration, regardless of whether such costs are
recoverable under applicable law.
 
 4. The
foregoing First Amendment to the Plan was approved by the Company’s Compensation
Committee of the Board of Directors by Resolutions and Action Taken Without a
Meeting, as of March 2, 2005, to be effective from and after March 15,
2005.
  5. Except as
amended by this Amendment, the Plan shall continue in full force and effect as
previously constituted and amended.
 
 DATED
this 3rd day of March, 2005.
 
 KNIGHT
      TRANSPORTATION, INC., an Arizona corporationBy:
    /s/
      Kevin P. KnightKevin
      P. Knight,
      Chief
      Executive OfficerBy:
    /s/
      Timothy M. KohlTimothy
      M. Kohl,
      Secretary
 
 
   
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