IMMEDIATELY PRECEDING THE CHANGE IN CONTROL
(WITHOUT REGARD TO TRAVEL RELATED TO OR IN ANTICIPATION OF THE CHANGE IN
CONTROL);
(E)
THE FAILURE BY THE COMPANY TO OBTAIN FROM
ANY SUCCESSOR THE ASSENT TO THIS AGREEMENT CONTEMPLATED BY SECTION 5(A) OF THE
AGREEMENT;
(F)
ANY PURPORTED TERMINATION BY THE COMPANY
OF THE EXECUTIVE'S EMPLOYMENT THAT IS NOT PROPERLY EFFECTED PURSUANT TO A NOTICE
OF TERMINATION AND
4
PURSUANT TO ANY OTHER REQUIREMENTS OF THIS AGREEMENT, AND, FOR PURPOSES OF THIS
AGREEMENT, NO SUCH PURPORTED TERMINATION WILL BE EFFECTIVE; OR
(G)
ANY REFUSAL BY THE COMPANY TO CONTINUE TO
ALLOW THE EXECUTIVE TO ATTEND TO MATTERS OR ENGAGE IN ACTIVITIES NOT DIRECTLY
RELATED TO THE BUSINESS OF THE COMPANY WHICH, AT ANY TIME PRIOR TO THE CHANGE IN
CONTROL, THE EXECUTIVE WAS NOT EXPRESSLY PROHIBITED IN WRITING BY THE BOARD FROM
ATTENDING TO OR ENGAGING IN.
The Executive's continued employment does not constitute consent to, or waiver
of any rights arising in connection with, any circumstances constituting Good
Reason. The Executive's termination of employment for Good Reason as defined
above will constitute Good Reason for all purposes of the Agreement
notwithstanding that the Executive may also thereby be deemed to have retired
under any applicable benefit plan, policy or practice of the Company.
13.
"NOTICE OF TERMINATION" MEANS A WRITTEN
NOTICE GIVEN ON OR AFTER THE DATE OF A CHANGE IN CONTROL (UNLESS THE EXECUTIVE'S
TERMINATION BEFORE THE DATE OF THE CHANGE IN CONTROL WAS EITHER A CONDITION OF
THE CHANGE IN CONTROL OR WAS AT THE REQUEST OR INSISTENCE OF ANY PERSON RELATED
TO THE CHANGE IN CONTROL IN WHICH CASE THE WRITTEN NOTICE MAY BE GIVEN BEFORE
THE DATE OF THE CHANGE IN CONTROL) WHICH INDICATES THE SPECIFIC TERMINATION
PROVISION IN THE AGREEMENT PURSUANT TO WHICH THE NOTICE IS GIVEN. ANY PURPORTED
TERMINATION BY THE COMPANY OR BY THE EXECUTIVE ON OR AFTER THE DATE OF A CHANGE
IN CONTROL (OR BEFORE THE DATE OF A CHANGE IN CONTROL IF THE EXECUTIVE'S
TERMINATION WAS EITHER A CONDITION OF THE CHANGE IN CONTROL OR WAS AT THE
REQUEST OR INSISTENCE OF ANY PERSON RELATED TO THE CHANGE IN CONTROL) MUST BE
COMMUNICATED BY WRITTEN NOTICE OF TERMINATION TO BE EFFECTIVE; PROVIDED, THAT
THE EXECUTIVE'S FAILURE TO PROVIDE NOTICE OF TERMINATION WILL NOT LIMIT ANY OF
THE EXECUTIVE'S RIGHTS UNDER THE AGREEMENT EXCEPT TO THE EXTENT THE COMPANY
DEMONSTRATES THAT IT SUFFERED MATERIAL ACTUAL DAMAGES BY REASON OF SUCH FAILURE.
14.
"OTHER ARRANGEMENT" IS ANY BENEFIT PLAN OR
OTHER PLAN, POLICY OR PRACTICE OF THE COMPANY OR ANY OTHER AGREEMENT BETWEEN THE
EXECUTIVE AND THE COMPANY, OTHER THAN THIS AGREEMENT.
15.
"PARENT CORPORATION" MEANS MARTEN TRANSPORT,
LTD. AND ANY SUCCESSOR.
16.
"PERSON" MEANS ANY INDIVIDUAL, CORPORATION
PARTNERSHIP, GROUP, ASSOCIATION OR OTHER PERSON," AS SUCH TERM IS USED IN
SECTION 13(D) OR SECTION 14(D) OF THE EXCHANGE ACT, OTHER THAN THE PARENT
CORPORATION, ANY AFFILIATE OR ANY BENEFIT PLAN(S) SPONSORED BY THE PARENT
CORPORATION OR AN AFFILIATE.
17.
"SUCCESSOR" MEANS ANY