AND WILL REMAIN IN FULL FORCE AND EFFECT ACCORDING TO THEIR
TERMS.
(M)
AMENDMENTS; WAIVERS.
NO PROVISION OF THIS AGREEMENT MAY BE
MODIFIED, WAIVED OR DISCHARGED UNLESS SUCH MODIFICATION, WAIVER OR DISCHARGE IS
AGREED TO IN A WRITING SIGNED BY THE EXECUTIVE AND A DULY AUTHORIZED OFFICER OF
THE PARENT CORPORATION.
NO WAIVER BY ANY PARTY TO THIS AGREEMENT AT ANY TIME OF
ANY BREACH BY ANOTHER PARTY TO THIS AGREEMENT OF, OR OF COMPLIANCE WITH ANY
CONDITION OR PROVISION OF THIS AGREEMENT TO BE PERFORMED BY SUCH PARTY WILL BE
DEEMED A WAIVER OF SIMILAR OR DISSIMILAR PROVISIONS OR CONDITIONS AT THE SAME OR
AT ANY PRIOR OR SUBSEQUENT TIME.
(N)
GOVERNING LAW.
THIS AGREEMENT AND THE LEGAL RELATIONS AMONG THE
PARTIES AS TO ALL MATTERS, INCLUDING, WITHOUT LIMITATION, MATTERS OF VALIDITY,
INTERPRETATION, CONSTRUCTION, PERFORMANCE AND REMEDIES, WILL BE GOVERNED BY AND
CONSTRUED EXCLUSIVELY IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
WISCONSIN (WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF ANY
JURISDICTION).
(O)
FURTHER ASSURANCES.
THE PARTIES TO THIS AGREEMENT AGREE TO
PERFORM, OR CAUSE TO BE PERFORMED, SUCH FURTHER ACTS AND DEEDS AND TO EXECUTE
AND DELIVER OR CAUSE TO BE EXECUTED AND DELIVERED, SUCH ADDITIONAL OR
SUPPLEMENTAL DOCUMENTS OR INSTRUMENTS AS MAY BE REASONABLY REQUIRED BY THE OTHER
PARTY TO CARRY INTO EFFECT THE INTENT AND PURPOSE OF THIS AGREEMENT.
8
(P)
INTERPRETATION.
THE INVALIDITY OR UNENFORCEABILITY OF ALL OR ANY
PART OF ANY PROVISION OF THIS AGREEMENT WILL NOT AFFECT THE VALIDITY OR
ENFORCEABILITY OF THE REMAINDER OF SUCH PROVISION OR OF ANY OTHER PROVISION OF
THIS AGREEMENT, WHICH WILL REMAIN IN FULL FORCE AND EFFECT.
(Q)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN SEVERAL
COUNTERPARTS, EACH OF WHICH WILL BE DEEMED TO BE AN ORIGINAL, BUT ALL OF WHICH
TOGETHER WILL CONSTITUTE ONE AND THE SAME INSTRUMENT.
IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement
as of the date first above written.
MARTEN TRANSPORT, LTD.
EXECUTIVE
By:
Randolph L. Marten
President and Chief Executive Officer
[Name of Executive]
9
Exhibit A
DEFINITIONS
For purposes of the Agreement, the following terms will have the meaning set
forth below in this Exhibit A unless the context clearly requires otherwise.
Terms defined elsewhere in the Agreement will have the same meaning throughout
the Agreement.
1.
"AFFILIATE" MEANS ANY PERSON WITH WHOM THE COMPANY WOULD BE
CONSIDERED A SINGLE EMPLOYER UNDER SECTIONS 414(B) AND 414(C) OF THE CODE,
NAMELY (I) ANY CORPORATION AT LEAST EIGHTY PERCENT (80%) OF WHOSE OUTSTANDING
SECURITIES ORDINARILY HAVING THE RIGHT TO VOTE AT ELECTIONS OF DIRECTORS IS
OWNED DIRECTLY OR INDIRECTLY BY THE PARENT CORPORATION OR (II) ANY OTHER FORM OF
BUSINESS ENTITY IN WHICH THE PARENT CORPORATION, DIRECTLY OR INDIRECTLY, OWNS
EIGHTY PERCENT (80%) OR MORE OF THE CONTROLLING INTERESTS IN SUCH ENTITY. SOLELY
FOR PURPOSES OF DETERMINING WHETHER A TERMINATION OF EMPLOYMENT HAS OCCURRED,
THE TERM AFFILIATE WILL BE DETERMINED BY APPLYING CODE SECTION 1563(A)((1), (2)
AND (3) FOR PURPOSES OF DETERMINING