A-4
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 PERSON THAT SUCCEEDS TO, OR HAS THE
PRACTICAL ABILITY TO CONTROL (EITHER IMMEDIATELY OR SOLELY WITH THE PASSAGE OF
TIME), THE PARENT CORPORATION'S BUSINESS DIRECTLY, BY MERGER, CONSOLIDATION OR
OTHER FORM OF BUSINESS COMBINATION, OR INDIRECTLY, BY PURCHASE OF THE PARENT
CORPORATION'S OUTSTANDING SECURITIES ORDINARILY HAVING THE RIGHT TO VOTE AT THE
ELECTION OF DIRECTORS OR ALL OR SUBSTANTIALLY ALL OF ITS ASSETS OR OTHERWISE.
18.
"TERMINATION OF EMPLOYMENT" MEANS A TERMINATION OF EXECUTIVE'S
EMPLOYMENT RELATIONSHIP (BOTH AS AN EMPLOYEE AND INDEPENDENT CONTRACTOR) WITH
THE COMPANY AND ALL AFFILIATES OR SUCH OTHER CHANGE IN THE EXECUTIVE'S
EMPLOYMENT RELATIONSHIP WITH THE COMPANY AND ALL AFFILIATES THAT WOULD BE
CONSIDERED A "SEPARATION FROM SERVICE" UNDER SECTION 409A OF THE CODE.
THE
EXECUTIVE'S EMPLOYMENT RELATIONSHIP WILL BE TREATED AS REMAINING INTACT WHILE
THE EXECUTIVE IS ON A MILITARY LEAVE, A SICK LEAVE OR OTHER BONA FIDE LEAVE OF
ABSENCE (PURSUANT TO WHICH THERE IS A REASONABLE EXPECTATION THAT THE EXECUTIVE
WILL RETURN TO PERFORM SERVICES FOR THE COMPANY OR AN AFFILIATE) BUT ONLY IF THE
PERIOD OF SUCH LEAVE DOES NOT EXCEED SIX (6) MONTHS, OR IF LONGER, SO LONG AS
THE EXECUTIVE RETAINS A RIGHT TO REEMPLOYMENT BY THE COMPANY OR AN AFFILIATE
UNDER APPLICABLE STATUTE OR BY CONTRACT, PROVIDED, HOWEVER, WHERE THE
EXECUTIVE'S LEAVE IS DUE TO ANY MEDICALLY DETERMINABLE PHYSICAL OR MENTAL
IMPAIRMENT THAT CAN BE EXPECTED TO RESULT IN DEATH OR CAN BE EXPECTED TO LAST
FOR A CONTINUOUS PERIOD OF NOT LESS THAN SIX (6) MONTHS AND SUCH IMPAIRMENT
CAUSES THE EXECUTIVE TO BE UNABLE TO PERFORM THE DUTIES OF HIS OR HER POSITION
OF EMPLOYMENT OR ANY SUBSTANTIALLY SIMILAR POSITION OF EMPLOYMENT, A TWENTY-NINE
(29) MONTH PERIOD OF ABSENCE MAY BE SUBSTITUTED FOR SUCH SIX (6) MONTH PERIOD OF
ABSENCE.
IN ALL CASES, THE EXECUTIVE'S TERMINATION OF EMPLOYMENT MUST
CONSTITUTE A "SEPARATION FROM SERVICE" UNDER SECTION 409A OF THE CODE AND ANY
"SEPARATION FROM SERVICE" UNDER SECTION 409A OF THE CODE SHALL BE TREATED AS A
TERMINATION OF EMPLOYMENT.
A-5