Exhibit 10.23 (Form of Restricted Stock Special Award Notice)


    
      

    

    Exhibit
      10.23

    

      COVENANT
        TRANSPORT, INC.

      2006
        OMNIBUS INCENTIVE PLAN

      


      


      AWARD
        NOTICE

      


      


      
        	
                 

                GRANTEE:

              	 	 
	
                 

                TYPE
                  OF AWARD:

              	 	

                Restricted
                  Stock Award (Special Grant) 

              
	
                 

                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 hundred percent (100%) of the
        Restricted Shares shall vest, as of the Vesting Date (as defined in Schedule
        A) if (and only if) the Performance Goal (as defined in Schedule A)
        has been satisfied and the Committee has certified such satisfaction in
        accordance with Section 3. 

      


      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 the Restricted Shares shall vest. 

      


      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 vesting of the Restricted Shares, including the
        review and certification of results by the Committee as provided in Section
        3,
        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), 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; 

      


      (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 

      



      
        
          
          

        

        
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      (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 the Restricted Shares pursuant to this Award
        Notice,
        the Company shall issue a certificate representing the 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.

      


      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. 

      



      
        
          
          

        

        
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      11. Holding
        Period; Obligation to Maintain Stock Ownership. With the exception of a
        Permitted Tax Sale (as defined below), you are required to hold the Restricted
        Shares for one year following the Vesting Date before any disposition, hedge,
        or
        pledge thereof, or other transaction where the economic risk with respect
        to the
        Restricted Shares is transferred; provided, you shall be permitted to make
        a
        bona fide pledge of Restricted Shares during such one year period where such
        pledge is with full recourse. 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 holding period. Your ability to dispose of Restricted
        Shares after such one-year period may be further limited by stock ownership
        guidelines in effect from time-to-time. A "Permitted Tax Sale" shall mean
        a sale of that number of Restricted Shares sufficient to pay federal and
        state
        taxes on the Restricted Shares that vested at an assumed forty-five percent
        (45%) tax rate.

      


      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. 

      


      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. 

      


      
        
          
          

        

        
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      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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