Exhibit 10.24 (Form of Incentive Stock Option Award Notice)


    
      

    

    Exhibit
      10.24

    
 

    COVENENT
      TRANSPORT, INC.

    2006
      OMNIBUS INCENTIVE PLAN

    


    


    AWARD
      NOTICE

    


    
      	
               

              GRANTEE:

            	 	 
	
               

              TYPE
                OF AWARD:

            	 	
               

              Incentive
                Stock Option (See below and refer to the Plan and your Section 10(a)
                prospectus for limitations)

            
	
               

              NUMBER
                OF SHARES:

            	 	 
	
               

              EXERCISE
                PRICE PER SHARE:

            	 	 
	
               

              DATE
                OF GRANT:

            	 	 
	
               

              EXPIRATION
                DATE:

            	 	 


    

    


    


    1.
      Grant
      of Option.
      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”),
      an
      option (the “Option”)
      to
      purchase, on the terms and conditions set forth in this Award Notice and the
      Plan, up to the number of shares set forth above (the “Option
      Shares”)
      of the
      Company’s Class A Common Stock, par value $0.01 per share (the “Common
      Stock”),
      at
      the price per Share set forth above. It is the Company’s intention that the
      Option qualify as an incentive stock option, as defined in Section 422 of the
      Code to the extent possible. To the extent the entire Option will not so qualify
      (for example because the value of the portion of the Option first vesting in
      any
      year exceeds the dollar limitation for incentive stock options) then the maximum
      portion of the Option (each year) shall be deemed an incentive stock option
      and
      the remainder shall be deemed a non-qualified stock option. The Plan is
      incorporated herein by reference and made a part of this Award Notice. 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.
       Term.
      Unless
      the Option is previously terminated pursuant to the terms of the Plan, the
      Option will expire at the close of business on the expiration date set forth
      above (the “Expiration
      Date”).
      

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3.
       Vesting.
      Subject
      to the terms and conditions set forth in this Award Notice and the Plan, the
      Option will vest and become exercisable commencing on _______, in accordance
      with the following schedule:

    
      
        	
                 

                Vesting
                  Date

              	 	
                Cumulative
                  Percentage of 

                Option
                  Shares Vested

              


      

    

    
 

    No
      vesting shall occur following termination of your employment with the Company
      or
      any Subsidiary.

    


    4.
       Exercise.
      

    


    (a)
       Method
      of Exercise.
      To the
      extent exercisable under Section 3, the Option may be exercised in whole or
      in
      part, provided that the Option may not be exercised for less than one (1) share
      of Common Stock in any single transaction. The Option shall be exercised by
      your
      giving written notice of such exercise to the Company specifying the number
      of
      Option Shares that you elect to purchase and the Exercise Price to be paid.
      Upon
      determining that compliance with this Award Notice has occurred, including
      compliance with such reasonable requirements as the Company may impose pursuant
      to the Plan and payment of the Exercise Price, the Company shall issue to you
      a
      certificate for the Option Shares purchased on the earliest practicable date
      (as
      determined by the Company) thereafter. 

    


    (b)
       Payment
      of Exercise Price.
      To the
      extent permissible under the Plan, the Exercise Price may be paid as follows:
      

    


    (i) 
      In
      United States dollars in cash or by check, bank draft, or money order
      payable to the Company;

    


    (ii) At
      the
      sole discretion of the Committee, through the delivery of shares of Common
      Stock
      with an aggregate Fair Market Value at the date of such delivery equal to the
      Exercise Price; 

    


    (iii)  Subject
      to any and all limitations imposed by the Committee from time to time (which
      may
      not be uniform), through a "cashless exercise," whereby you (i) irrevocably
      instruct a broker or dealer to sell, on your behalf, shares of Common Stock
      to
      be issued upon exercise pursuant to this Award Notice and to deliver cash sale
      proceeds therefrom to the Company in payment of the Exercise Price, and (ii)
      direct the Company to deliver shares of Common Stock to be issued upon such
      exercise of this Option directly to such broker or dealer; or

    


    (iv) Any
      other
      method approved or accepted by the Committee in its sole discretion, subject
      to
      any and all limitations imposed by the Committee from time to time (which may
      not be uniform). 


    
      
        
        

      

      
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    The
      Committee in its sole discretion shall determine acceptable methods for
      surrendering Common Stock or options as payment upon exercise of the Option
      and
      may impose such limitations and conditions on the use of Common Stock or options
      to exercise the Option as it deems appropriate. Among other factors, the
      Committee will consider the restrictions of Rule 16b-3 of the Exchange Act
      and Section 402 of the Sarbanes-Oxley Act, and any successor laws, rules, or
      regulations. 

    


    (c)
       Withholding.
      The
      exercise of the Option is conditioned upon your making arrangements satisfactory
      to the Company for the payment of the amount of all taxes required by any
      governmental authority to be withheld and paid over by the Company or any
      Subsidiary to the governmental authority on account of the exercise. The payment
      of such withholding taxes to the Company or any Subsidiary may be made by one
      or
      any combination of the following methods: (i) in cash or by check, (ii) by
      the
      Company withholding such taxes from any other compensation owed to you by the
      Company or any Subsidiary, (iii) pursuant to a cashless exercise program as
      contemplated in Section 4(b)(iii) above, or (iv) or any other method approved
      or
      accepted by the Committee in its sole discretion, subject, in the case of
      Section 4(c)(iii) and 4(c)(iv), to any and all limitations imposed by the
      Committee from time to time (which may not be uniform) as contemplated in
      Section 4(b)(iii) and Section 4(b)(iv) above. 

    


    5.
       Effect
      of Death.
      In the
      event of your death prior to the complete exercise of the Option, the remaining
      portion of the Option may be exercised in whole or in part, subject to all
      of
      the conditions on exercise imposed by the Plan and this Award Notice, within
      one
      (1) year after the date of your death, but only: (a) by the beneficiary
      designated on your beneficiary designation form filed with the Company, or
      in
      the absence of same, by your estate or by or on behalf of the person or persons
      to whom the Option passes under your will or the laws of descent and
      distribution, (b) to the extent that the Option was vested and exercisable
      on
      the date of your death, and (c) prior to the close of business on the Expiration
      Date of the Option. 

    


    6.
       Effect
      of Disability.
      In the
      event of your Disability (as defined below) prior to the complete exercise
      of
      the Option, the remaining portion of the Option may be exercised in whole or
      in
      part, subject to all of the conditions on exercise imposed by the Plan and
      this
      Award Notice, within one (1) year after the date of your Disability, but only:
      (a) to the extent that the Option was vested and exercisable on the date of
      your
      Disability, and (b) prior to the close of business on the Expiration Date of
      the
      Option. The term “Disability”
means
      you are permanently and totally disabled within the meaning of Section 22(e)(3)
      of the Code. 

    


    7.
       Effect
      of Other Termination.
      

    


    (a)
       With
      Cause.
      Upon
      your termination by the Company or any Subsidiary for Cause (as defined below)
      prior to the complete exercise of the Option, the remaining portion of the
      Option, whether or not then exercisable, shall be forfeited as of the date
      of
      such termination and shall no longer be exercisable on or after such date of
      termination. 

    



    
      
        
        

      

      
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    (b)
       Without
      Cause.
      Upon
      your termination for a reason other than death, Disability, or Cause (as defined
      below) prior to the complete exercise of the Option, the remaining portion
      of
      the Option may be exercised in whole or in part, subject to all of the
      conditions on exercise imposed by the Plan and this Award Notice, within three
      (3) months after the date of such termination, but only: (i) to the extent
      that
      the Option was vested and exercisable on the date such termination, and (ii)
      prior to the Expiration Date of the Option. 

    


    (c)
       “Cause”
      Defined.
      The
      term “Cause”
means
      (i) your willful and continued failure to substantially perform your duties
      with
      the Company or a Subsidiary after written warnings identifying the lack of
      substantial performance are delivered to you to specifically identify the manner
      in which the Company or Subsidiary believes that you have not substantially
      performed your duties, (ii) your willful engaging in illegal conduct which
      is
      materially and demonstrably injurious to the Company or any Subsidiary, (iii)
      your commission of a felony, (iv) your material breach of a fiduciary duty
      owed
      by you to the Company or any Subsidiary, (v) your intentional, unauthorized
      disclosure to any person of confidential information or trade secrets of a
      material nature relating to the business of the Company or any Subsidiary,
      or
      (vi) your engaging in any conduct that the Company’s or a Subsidiary’s written
      rules, regulations, or policies specify as constituting grounds for discharge.
      

    


    8.
       Effect
      of Change In Control. 

    


    (a)
       In
      General.
      Upon
      the occurrence of a Change In Control (as defined below), the unvested portion
      of the Option shall immediately vest and become exercisable 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;
      

    



    
      
        
        

      

      
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    (ii)
       Individuals
      who constitute the Board at the date of the adoption 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 adoption 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 

    


    (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. 

    


    9.
       Notice
      of Disposition of Shares.
      You
      hereby agree that you shall promptly notify the Company of the disposition
      of
      any of the Option Shares acquired upon exercise of the Option, including a
      disposition by sale, exchange, gift, or transfer of legal title, if such
      disposition occurs within two (2) years from the Date of Grant or within one
      (1)
      year from the date that you exercise the Option and acquire such Option Shares.
      

    


    10.
       Nonassignability.
      The
      Option may not be alienated, transferred, assigned, or pledged (except by will
      or the laws of descent and distribution). Except as otherwise provided by
      Section 5 of this Award Notice, the Option is only exercisable by you during
      your lifetime. 

    



    
      
        
        

      

      
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    11.
       Limitation
      of Rights.
      You
      will not have any rights as a stockholder with respect to the Option Shares
      until you become the holder of record of such shares by exercising the Option.
      Neither the Plan, the granting of the Option, nor this Award Notice gives you
      any right to remain in the employment of the Company or any Subsidiary.


    


    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 Option 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 exercise of the Option, the Option
      may not be exercised 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
      Option 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 the Option 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. 

    


    17.
       Obligation
      to Maintain Stock Ownership.
      Your
      ability to dispose of common stock 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 shares of common stock may be disposed of prior to attempting to dispose
      of
      any shares. 

    



    
      
        
        

      

      
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    18.
       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 incentive stock options 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:

            	 
	 	
              Name:

            	
               

            
	 	
              Title:

            	
               

            


    

     

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