Exhibit 10.22 (Form of Restricted Stock Award Notice)


    
      

    

    Exhibit
      10.22

    
 

    COVENANT
      TRANSPORT, INC.

    2006
      OMNIBUS INCENTIVE PLAN

    


    


    AWARD
      NOTICE

    


    


    
      	
               

              GRANTEE:

            	 	 
	
               

              TYPE
                OF AWARD:

            	 	

              Restricted
                Stock Award 

            
	
               

              NUMBER
                OF SHARES:

            	 	 
	
               

              DATE
                OF GRANT:

            	 	 


    

    


    


    1. Grant
      of Restricted Stock.
      This
      Award Notice serves to notify you that Covenant Transport, Inc., a Nevada
      corporation (the “Company”),
      hereby grants to you, under the Company’s 2006 Omnibus Incentive Plan (the
“Plan”),
      a
      Restricted Stock Award (the “Award”),
      on
      the terms and conditions set forth in this Award Notice and the Plan, of the
      number of shares set forth above (“Restricted
      Shares”)
      of the
      Company’s Class A Common Stock, par value $0.01 per share (the “Common
      Stock”),
      set
      forth above. A copy of the Plan is available from the Company’s Chief Financial
      Officer upon request. You should review the terms of this Award Notice and
      the
      Plan carefully. 

    


    2.
       Restrictions
      and Vesting.
      Subject
      to the terms and conditions set forth in this Award Notice, the Plan, and
Schedule
      A
      attached
      hereto, and provided you remain continuously in the employment or service of
      the
      Company or any Subsidiary through the Vesting Date, one or more portions of
      the
      Restricted Shares shall vest, as of the Vesting Dates (as defined in
Schedule
      A)
      if (and
      only if) the Performance Goals (as defined in Schedule
      A)
      for the
      Performance Periods (as defined in Schedule
      A)
      ending
      on such Vesting Dates have been satisfied and the Committee has certified such
      satisfaction in accordance with Section 3. Any fractional share resulting from
      proration shall vest on the last Vesting Date. 

    


    3. Determination
      of Vesting.
      The
      Committee shall undertake to complete its certification on or prior to March
      31
      next following each Performance Period. If it shall be impractical for the
      Committee to complete its certification by such date, the Committee shall do
      so
      as soon as reasonably practical thereafter. Based on that review and
      certification, the Committee shall then instruct the Company as to whether
      any
      of the Restricted Shares shall vest. If only a portion of the Restricted Shares
      are released from the restrictions as set forth above and such action would
      result in the release of a fractional share of Common Stock, the total number
      of
      Restricted Shares that shall vest and be released from the restrictions thereon
      shall be rounded down to the next lower number of whole shares of Common Stock.
      Any Restricted Shares that do not vest as a result of the Committee’s review of
      the Performance Goal results with respect to one or more Vesting Date(s) shall
      automatically be forfeited without any obligation of the Company to pay any
      amount to you or to any other person or entity; provided, any Restricted Shares
      that do not vest as of a particular Vesting Date nevertheless shall be eligible
      for vesting, and shall vest, if (a) the Company achieves the Performance Goal
      for a subsequent Performance Period and (b) you are still in the employment
      or
      service of the Company or any Subsidiary on the subsequent Vesting
      Date. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    4. Effect
      of Death or Other Termination of Employment.
      In the
      event of your death or the termination of your employment or service to the
      Company or any Subsidiary for any reason prior to the complete vesting of the
      Restricted Shares, including the review and certification of results by the
      Committee as provided in Section 3, the unvested portion of the Restricted
      Shares shall be forfeited as of the date of your death or such termination.
      

    


    5. Effect
      of Change In Control.
      

    


    (a)
       In
      General.
      Upon
      the occurrence of a Change In Control (as defined below), any unvested portion
      of the Restricted Shares shall immediately vest as of the date of the occurrence
      of such event. 

    


    (b)
       “Change
      In Control” Defined.
      The
      term “Change
      In Control”
means
      a
      change in control of the Company of a nature that would be required to be
      reported in response to Item 5.01 of a Current Report on Form 8-K, as in effect
      on December 31, 2004, pursuant to Section 13 or 15(d) of the Exchange Act;
      provided that, without limitation, a Change In Control shall be deemed to have
      occurred at such time as: 

    


    (i)
       Any
      “person” within the meaning of Section 14(d)(2) of the Exchange Act and Section
      13(d)(3) of the Exchange Act, other than a Permitted Holder becomes the
“beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, directly or
      indirectly, of fifty percent (50%) or more of the combined voting power of
      the
      outstanding securities of the Company ordinarily having the right to vote in
      the
      election of directors; provided, however, that the following will not constitute
      a Change In Control: any acquisition by any corporation if, immediately
      following such acquisition, more than seventy-five percent (75%) of the
      outstanding securities of the acquiring corporation (or the parent thereof)
      ordinarily having the right to vote in the election of directors is beneficially
      owned by all or substantially all of those persons who, immediately prior to
      such acquisition, were the beneficial owners of the outstanding securities
      of
      the Company ordinarily having the right to vote in the election of directors;
      

    


    (ii)
       Individuals
      who constitute the Board on the date of the approval of the Plan (the
“Incumbent
      Board”)
      have
      ceased for any reason to constitute at least a majority thereof, provided that
      any person becoming a director subsequent to the date of the approval of the
      Plan, whose election or nomination for election by the Company’s stockholders
      was approved by a vote of at least three-fourths (3/4) of the directors
      comprising the Incumbent Board, either by a specific vote or by approval of
      the
      proxy statement of the Company in which such person is named as a nominee for
      director without objection to such nomination (other than an election or
      nomination of an individual whose initial assumption of office is in connection
      with an actual or threatened “election contest” relating to the election of
      directors of the Company, as such terms are used in Rule 14a-11 under the
      Exchange Act as in effect on January 23, 2000, or “tender offer,” as such term
      is used in Section 14(d) of the Exchange Act), shall be, for purposes of the
      Plan, considered as though such person were a member of the Incumbent Board;
      

    



    
      
        
        

      

      
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    (iii)
       Upon
      the
      consummation by the Company of a reorganization, merger, or consolidation,
      other
      than one with respect to which all or substantially all of those persons who
      were the beneficial owners, immediately prior to such reorganization, merger,
      or
      consolidation, of outstanding securities of the Company ordinarily having the
      right to vote in the election of directors own, immediately after such
      transaction, more than seventy-five percent (75%) of the outstanding securities
      of the resulting corporation ordinarily having the right to vote in the election
      of directors; or 

    


    (iv)
       Upon
      the
      approval by the Company’s stockholders of a complete liquidation and dissolution
      of the Company or the sale or other disposition of all or substantially all
      of
      the assets of the Company other than to a Subsidiary. 

    


    (c)
       “Permitted
      Holder” Defined.
      The
      term “Permitted
      Holder”
means:
      (i) the Company or a Subsidiary, (ii) any employee benefit plan sponsored by
      the
      Company or any Subsidiary, or (iii) David or Jacqueline Parker or their
      siblings, children, or grandchildren (“Family
      Members”)
      or a
      trust, corporation, partnership, limited partnership, limited liability company,
      or other such entity, so long as at least eighty percent (80%) of the beneficial
      interests of the entity are held by Mr. or Mrs. Parker and/or one or more Family
      Members, where such person(s) or entity acquired their Company stock from Mr.
      or
      Mrs. Parker. 

    


    6.
       Book-Entry
      Registration.
      The
      Restricted Shares initially will be evidenced by book-entry registration only,
      without the issuance of a certificate representing the Restricted Shares.


    


    7.
       Issuance
      of Shares.
      Subject
      to Sections 8 and 13 of this Award Notice, upon the vesting of any Restricted
      Shares pursuant to this Award Notice, the Company shall issue a certificate
      representing such vested Restricted Shares as promptly as practicable following
      the date of vesting. The Restricted Shares may be issued during your lifetime
      only to you, or after your death to your designated beneficiary, or, in the
      absence of such beneficiary, to your duly qualified personal representative.
      

    


    8. Withholding.
      You
      shall pay to the Company or a Subsidiary, or make other arrangements
      satisfactory to the Company regarding the payment of, any federal, state, or
      local taxes of any kind required by applicable law to be withheld with respect
      to the Restricted Shares awarded under this Award Notice. Your right to receive
      the Restricted Shares under this Award Notice is subject to, and conditioned
      on,
      your payment of such withholding amounts.

    


    9.
       Nonassignability.
      The
      Restricted Shares and the right to vote such shares and to receive dividends
      thereon, may not, except as otherwise provided in the Plan, be sold, assigned,
      transferred, pledged, or encumbered in any way prior to the vesting of such
      shares, whether by operation of law or otherwise, except by will or the laws
      of
      descent and distribution. After vesting, the sale or other transfer of the
      shares of Common Stock shall be subject to applicable laws and regulations
      under
      the Exchange Act.

    



    
      
        
        

      

      
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    10.
       Rights
      as a Stockholder; Limitation on Rights.
      Unless
      the Award is cancelled as provided in Section 3 or 4 of this Award Notice,
      prior
      to the vesting of the Restricted Shares, you will have all of the other rights
      of a stockholder with respect to the Restricted Shares so awarded, including,
      but not limited to, the right to receive such cash dividends, if any, as may
      be
      declared on such shares from time to time and the right to vote (in person
      or by
      proxy) such shares at any meeting of stockholders of the Company. Neither the
      Plan, the granting of the Award, nor this Award Notice gives you any right
      to
      remain in the employment of the Company or any Subsidiary. 

    


    11. Obligation
      to Maintain Stock Ownership.
      Your
      ability to dispose of Restricted Shares after vesting may be limited by stock
      ownership guidelines adopted by the Company for certain officers and key
      employees, and the Company is authorized to place a restrictive legend on such
      shares, issue stop-transfer instructions to the transfer agent, or take such
      other actions as may be advisable, in the Committee’s sole discretion, to
      enforce such ownership guidelines. Please determine whether you are subject
      to
      the guidelines and how many Restricted Shares may be disposed of prior to
      attempting to dispose of any shares.

    


    12.
       Rights
      of the Company and Subsidiaries.
      This
      Award Notice does not affect the right of the Company or any Subsidiary to
      take
      any corporate action whatsoever, including without limitation its right to
      recapitalize, reorganize, or make other changes in its capital structure or
      business, merge or consolidate, issue bonds, notes, shares of Common Stock,
      or
      other securities, including preferred stock, or options therefor, dissolve
      or
      liquidate, or sell or transfer any part of its assets or business.

    


    13.
       Restrictions
      on Issuance of Shares.
      If at
      any time the Company determines that the listing, registration, or qualification
      of the Restricted Shares upon any securities exchange or quotation system,
      or
      under any state or federal law, or the approval of any governmental agency,
      is
      necessary or advisable as a condition to the issuance of a certificate
      representing any vested Restricted Shares, such issuance may not be made in
      whole or in part unless and until such listing, registration, qualification,
      or
      approval shall have been effected or obtained free of any conditions not
      acceptable to the Company. 

    


    14.
       Plan
      Controls; Definitions.
      The
      Award is subject to all of the provisions of the Plan, which is hereby
      incorporated by reference, and is further subject to all the interpretations,
      amendments, rules, and regulations that may from time to time be promulgated
      and
      adopted by the Committee pursuant to the Plan. Except as set forth in the last
      sentence of this Section 14, in the event of any conflict among the provisions
      of the Plan and this Award Notice, the provisions of the Plan will be
      controlling and determinative. The capitalized terms used in this Award Notice
      and not otherwise defined herein are defined in the Plan; provided, however,
      that when the defined term "Company" is used in the Plan in Sections 2.1(c),
      2.1(d), 2.1(g), 2.1(o), 2.1(r), 2.1(cc), 4.2(h) (second usage), 4.3, 6.1, 6.2,
      11.3, 13.2 (second usage), 16.2, and 16.4, the term "Company" shall be
      interpreted to mean only Covenant Transport, Inc., a Nevada corporation (and
      not
      also its Subsidiaries). 

    


    15.
       Amendment.
      Except
      as otherwise provided by the Plan, the Company may only alter, amend, or
      terminate this Award with your consent. 


    
      
        
        

      

      
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    16.
       Governing
      Law.
      This
      Award Notice shall be governed by and construed in accordance with the laws
      of
      the State of Nevada, except as superseded by applicable federal law, without
      giving effect to its conflicts of law provisions. 

    


    17.
       Notices.
      All
      notices and other communications to the Company required or permitted under
      this
      Award Notice shall be written, and shall be either delivered personally or
      sent
      by registered or certified first-class mail, postage prepaid and return receipt
      requested addressed to the Company’s office at 400 Birmingham Highway,
      Chattanooga, Tennessee 37419, Attention: Chief Financial Officer. Each such
      notice and other communication delivered personally shall be deemed to have
      been
      given when delivered. Each such notice and other communication delivered by
      mail
      shall be deemed to have been given when it is deposited in the United States
      mail in the manner specified herein. 

    


    


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    ACKNOWLEDGEMENT

    


    The
      undersigned acknowledges receipt of, and understands and agrees to be bound
      by,
      this Award Notice and the Plan. The undersigned further acknowledges that this
      Award Notice and the Plan set forth the entire understanding between him or
      her
      and the Company regarding the restricted stock granted by this Award Notice
      and
      that this Award Notice and the Plan supersede all prior oral and written
      agreements on that subject. 

    


    Dated:
      _______________, 20__ 

    


    
      	 	
              Grantee:

            
	 	 
	 	 
	 	 
	 	 
	 	
              Covenant
                Transport, Inc.

            
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	 	
               

            


    

     

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