Exhibit 10.18


 


FIRST AMENDMENT TO AMENDED AND RESTATED


CHANGE IN CONTROL SEVERANCE AGREEMENT


 


This First Amendment (this “Amendment”) is made
and entered into as of February 26, 2009 (the “Effective Date”), by and
between Marten Transport, Ltd., a Delaware corporation, (the “Company”),
located at 129 Marten Street, Mondovi, Wisconsin 54755 and
                              ,
an individual residing at
                                          
(the “Executive”).


 


RECITALS


 


WHEREAS, the Company and the Executive entered into an
Amended and Restated Change in Control Severance Agreement, dated as of August 13,
2007 (the “Severance Agreement”);


 


WHEREAS, pursuant to the Severance Agreement, the
Company agreed in certain circumstances to pay or reimburse the Executive for
fees and expenses of the Executive’s counsel; and


 


WHEREAS, the parties desire to clarify how they
intended that fees and expenses of the Executive’s counsel, which would be paid
or reimbursed by the Company, be determined.


 


NOW, THEREFORE, in consideration of the mutual
covenants and agreements contained herein, the Executive’s continued employment
with the Company, the Executive’s participation in the Company’s cash and
equity incentive plans, and benefits to the Executive under the Severance Agreement,
the Severance Agreement is hereby clarified and amended as follows:


 


Amendment.  Section 5 of the Severance Agreement is
hereby amended to add a new subsection (r) at the end thereof:


 


(r)            Attorneys’ Fees. 
The parties acknowledge and agree that if the Company becomes obligated
under this Agreement, whether under Section 4, Section 5(f) or
otherwise, to pay directly or reimburse the Executive for fees and expenses of
the Executive’s counsel, that such obligation shall be to pay or reimburse the
reasonable fees and expenses of the Executive’s counsel and that such fees will
be calculated on an hourly basis by multiplying the Executive’s counsel’s
reasonable hourly rates by the reasonable amount of time expended in the
Executive’s representation.  The
reasonable hourly rates must take into account the experience and skill of the
counsel representing the Executive and comparable rates of other attorneys in
the relevant legal market with commensurate experience and skill.  The Company’s obligation to pay or reimburse
fees and expenses of the Executive’s counsel specifically excludes any
contingent fee arrangements.


 


No Other Amendment and
Definitions.  Except as
set forth herein, the Severance Agreement shall remain in full force and effect
in accordance with its terms.  All
capitalized terms that are not defined herein shall be as defined in the
Severance Agreement.


 


Counterparts.  This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original and all of which together
shall be considered one and the same agreement. 
Facsimile execution and delivery of this Amendment shall be legal, valid
and binding execution and delivery for all purposes.


 


IN WITNESS WHEREOF, the parties hereto have executed
this Amendment as of the date first above written.


 


	
  Marten
  Transport, Ltd.

  	
   

  	
  Executive

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Print Name: Randolph L.
  Marten

  	
   

  	
  Print Name:

  	
   

  
	
  Title: Chief
  Executive Officer