Exhibit 10.26


NON-EMPLOYEE DIRECTOR

NON-STATUTORY STOCK OPTION AGREEMENT


THIS AGREEMENT is entered into and effective as of
               
(the “Date of Grant”), by and between Marten Transport, Ltd. (the ”Company”)
and
               
(the “Optionee”).


A.            The
Company has adopted the Marten Transport, Ltd. 2005 Stock Incentive Plan (the “Plan”),
authorizing the Board of Directors of the Company, or a committee as provided
for in the Plan (the Board or such a committee to be referred to as the “Committee”),
to grant non-statutory stock options to non-employee directors of the Company.


B.            On
March 1, 2006, the Committee resolved to automatically grant options to
purchase up to 2,500 shares of common stock to non-employee directors; and
further resolved that such options are to be granted effective upon each
non-employee director’s annual election to the Board of Directors, and are to
be exercisable at the fair market value of the Company’s common stock on the
date of such election.


C.            On
               ,
the Optionee was elected as a non-employee director of the Company at the
Company’s annual meeting.


Accordingly, the parties agree as follows:


ARTICLE
1.  GRANT OF OPTION.


The Company hereby grants to the Optionee the option
(the “Option”) to purchase Two Thousand Five Hundred (2,500) shares (the “Option
Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”),
according to the terms and subject to the conditions hereinafter set forth and
as set forth in the Plan.  The Option is
not intended to be an “incentive stock option,” as that term is used in Section
422 of the Internal Revenue Code of 1986, as amended (the “Code”).


ARTICLE
2.  OPTION EXERCISE PRICE.


The per share price to be paid by Optionee in the
event of an exercise of the Option will be
$               .


ARTICLE
3.  DURATION OF OPTION AND TIME OF
EXERCISE.


3.1           Initial
Period of Exercisability.  The Option
will become exercisable, in its entirety, on the Date of Grant.  This Option will remain exercisable as to all
unexercised Option Shares until 5:00 p.m. (Mondovi, Wisconsin time) on the
tenth anniversary of the Date of Grant (“Time of Termination”), provided that
in the event of the death of Optionee, the rights to exercise this Option shall
remain exercisable by the Optionee’s 









 



heirs
or personal representatives through the earlier of (i) the Time of Termination,
or (ii) the date that is one year following the date of death of the Optionee.


3.2           Change
in Control. If a Change in Control (as defined in the Plan) of the Company
occurs, the Committee, in its sole discretion and without the consent of the
Optionee, may determine that the Optionee will receive, with respect to some or
all of the Option Shares, as of the effective date of any such Change in
Control of the Company, cash in an amount equal to the excess of the Fair
Market Value (as defined in the Plan) of such Option Shares immediately prior
to the effective date of such Change in Control of the Company over the option
exercise price per share of this Option (or, in the event that there is no
excess, this Option may be terminated).


ARTICLE
4.  MANNER OF OPTION EXERCISE


4.1           Notice.  This Option may be exercised by the Optionee
in whole or in part from time to time, subject to the conditions contained in
the Plan and in this Agreement, by delivery, in person, by facsimile or
electronic transmission or through the mail, to the Company at its principal
executive office in Mondovi, Wisconsin (Attention: Chief Financial Officer), of
a written notice of exercise.  Such
notice will be in a form satisfactory to the Committee, will identify the
Option, will specify the number of Option Shares with respect to which the
Option is being exercised, and will be signed by the person or persons so
exercising the Option.  Such notice will
be accompanied by payment in full of the total purchase price of the Option
Shares purchased.  In the event that the
Option is being exercised, as provided by the Plan, by any person or persons
other than the Optionee, the notice will be accompanied by appropriate proof of
right of such person or persons to exercise the Option.  As soon as practicable after the effective
exercise of the Option, the Optionee will be recorded on the stock transfer
books of the Company as the owner of the Option Shares purchased, and the
Company will deliver to the Optionee certificated or uncertificated (“book
entry”) shares.  In the event that the
Option is being exercised, as provided by resolutions of the Committee and
Section 4.2 below, by tender of a Broker Exercise Notice, the Company will
deliver such shares directly to the Optionee’s broker or dealer or their
nominee.


4.2           Payment.  At the time of exercise of this Option, the
Optionee will pay the total purchase price of the Option Shares to be purchased
solely in cash (including a check, bank draft or money order, payable to the
order of the Company); provided, however, that the Committee, in its sole
discretion, may allow such payment to be made, in whole or in part, by tender
of a Broker Exercise Notice, by tender, or attestation as to ownership, of
Previously Acquired Shares that have been held for the period of time necessary
to avoid a charge to the Company’s earnings for financial reporting purposes
and that are otherwise acceptable to the Committee, to the extent permissible
by law, by promissory note (on terms acceptable to the Committee in its sole
discretion), by a “net exercise” as described in the Plan, or by a combination
of such methods.  In the event the
Optionee is permitted to pay the total purchase price of this Option in whole
or in part by tender or attestation as to ownership of Previously Acquired
Shares, the value of such shares will be equal to their Fair Market Value on
the date of exercise of this Option.



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ARTICLE
5.  NONTRANSFERABILITY.


Neither this Option nor the Option Shares acquired
upon exercise may be transferred by the Optionee, either voluntarily or
involuntarily, or subjected to any lien, directly or indirectly, by operation
of law or otherwise, except as provided in the Plan.  Any attempt to transfer or encumber this
Option or the Option Shares other than in accordance with this Agreement and
the Plan will be null and void and will void this Option.


ARTICLE
6.  SERVICE.


Nothing in this Agreement will be construed to (a)
limit in any way the right of the Company to terminate the service of the
Optionee at any time, or (b) be evidence of any agreement or understanding,
express or implied, that the Company will retain the Optionee in any particular
position, at any particular rate of compensation or for any particular period
of time.


ARTICLE
7.  WITHHOLDING TAXES.


7.1           General
Rules.  The Company is entitled to
(a) withhold and deduct from future wages of the Optionee (or from other
amounts which may be due and owing to the Optionee from the Company), or make
other arrangements for the collection of, all legally required amounts
necessary to satisfy any federal, state or local withholding and
employment-related tax requirements attributable to the grant or exercise of
this Option or otherwise incurred with respect to this Option, (b) withhold
shares of Common Stock from the shares issued or otherwise issuable to the
Optionee in connection with this Option, or (c) require the Optionee promptly
to remit the amount of such withholding to the Company before acting on the
Optionee’s notice of exercise of this Option. 
In the event that the Company is unable to withhold such amounts, for
whatever reason, the Optionee must promptly pay the Company an amount equal to
the amount the Company would otherwise be required to withhold under federal,
state or local law.


7.2           Special
Rules.  The Committee may, in its
sole discretion and upon terms and conditions established by the Committee,
permit or require the Optionee to satisfy, in whole or in part, any withholding
or tax obligation as described in Section 7.1 above by electing to tender, or
by attestation as to ownership of, Previously Acquired Shares that have been
held for the period of time necessary to avoid a charge to the Company’s
earnings for financial reporting purposes and that are otherwise acceptable to
the Committee, or by a Broker Exercise Notice, or by a combination of such
methods.  For purposes of satisfying a
Participant’s withholding or employment-related tax obligation, Previously
Acquired Shares tendered or covered by an attestation will be valued at their
Fair Market Value.



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ARTICLE
8.  ADJUSTMENTS.


In the event of any reorganization, merger,
consolidation, recapitalization, liquidation, reclassification, stock dividend,
stock split, combination of shares, rights offering, divestiture or
extraordinary dividend (including a spin-off), or any other change in the
corporate structure or shares of the Company, the Committee (or, if the Company
is not the surviving corporation in any such transaction, the board of
directors of the surviving corporation), in order to prevent dilution or
enlargement of the rights of the Optionee, will make appropriate adjustment
(which determination will be conclusive) as to the number, kind and exercise
price of securities subject to this Option.


ARTICLE
9.  SUBJECT TO PLAN.


9.1           Terms
of Plan Prevail.  The Option has been
and the Option Shares granted and issued pursuant to this Agreement will be
granted and issued under, and are subject to the terms of, the Plan.  The terms of the Plan are incorporated by
reference in this Agreement in their entirety, and the Optionee, by execution
of this Agreement, acknowledges having received a copy of the Plan. The
provisions of this Agreement will be interpreted as to be consistent with the
Plan, and any ambiguities in this Agreement will be interpreted by reference to
the Plan.  In the event that any
provision of this Agreement is inconsistent with the terms of the Plan, the
terms of the Plan will prevail.


9.2           Definitions.  Unless otherwise defined in this Agreement,
the terms capitalized in this Agreement have the same meanings as given to such
terms in the Plan.


ARTICLE 10.  MISCELLANEOUS.


10.1         Binding
Effect.  This Agreement will be
binding upon the heirs, executors, administrators and successors of the parties
to this Agreement.


10.2         Governing
Law.  This Agreement and all rights
and obligations under this Agreement will be construed in accordance with the
Plan and governed by the laws of the State of Wisconsin without regard to
conflicts of laws provisions.


10.3         Entire
Agreement.  This Agreement and the
Plan set forth the entire agreement and understanding of the parties to this
Agreement with respect to the grant and exercise of this Option and the
administration of the Plan and supersede all prior agreements, arrangements,
plans and understandings relating to the grant and exercise of this Option and
the administration of the Plan.


10.4         Amendment
and Waiver.  Other than as provided
in the Plan, this Agreement may be amended, waived, modified or canceled only
by a written instrument executed by the parties hereto or, in the case of a
waiver, by the party waiving compliance.


10.5         Captions.  The Article, Section and paragraph captions
in this Agreement are for convenience of reference only, do not constitute part
of this Agreement and are not to be deemed to limit or otherwise affect any of
the provisions of this Agreement.



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10.6         Counterparts.  For convenience of the parties hereto, this
Agreement may be executed in any number of counterparts, each such counterpart
to be deemed an original instrument, and all such counterparts together to
constitute the same agreement.


The
parties to this Agreement have executed this Non-Statutory Stock Option
Agreement effective the day and year first above written.


 


	
  

  	
  MARTEN
  TRANSPORT, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its

  	
   

  



 


	
  

  	
  OPTIONEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Name]

  



 


 



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