8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported) February 22, 2013

Swift Transportation Company

(Exact Name of Registrant as Specified in Charter)

Delaware	001-35007	20-5589597
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2200 South 75th Avenue, Phoenix, Arizona	85043
(Address of Principal Executive Offices)	(Zip Code)

(602) 269-9700

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 22, 2013, the Compensation Committee of the Board of Directors (the “Board”) of Swift Transportation Company (the “Company”) recommended and independent members of the Board approved grants of Restricted Stock Units (“RSUs”), stock options (“Options”) and Performance Units (“PUs”) under the Company’s 2007 Omnibus Incentive Plan, as amended and restated as of December 15, 2010 (the “Plan”) to those certain Named Executive Officers of the Company as provided in the table below.

Each RSU represents a contingent right to receive one share of the Company’s common stock. The RSUs vest in equal installments on each of the first three anniversaries of the date of grant. The Options have an exercise price of $13.36 per share, the closing price of the Company’s Class A common stock on February 22, 2013. The Options vest in three equal installments over a three year period beginning with the first anniversary from the award date. The PUs vest if the Company meets specified performance objectives related to return on net assets and its leverage ratio for a three year fiscal period beginning with the 2013 calendar year and ending on December 31, 2015.

All RSU, Option and PU awards are contingent upon continued employment with the Company. Vesting of awards of RSUs and Options shall automatically accelerate upon a termination of employment by the Company without cause or upon a Change of Control (as defined in the award agreements). Vesting of awards of PUs accelerate if a Change of Control (as defined in the form of PU award agreement) occurs two years from the date of grant and the Company has met the specified performance objectives related to return on net assets and its leverage ratio for the two fiscal years prior to the Change of Control. Upon a voluntary termination by the Named Executive Officers or termination by the Company for cause, all unvested RSUs, Options and PUs shall be forfeited by the Named Executive Officers.

The RSU, Option and PU awards were granted for the following number of shares to the following Named Executive Officers:

Named Executive Officer	Options		RSUs		PUs
Jerry Moyes, Chief Executive Officer		132,270		0		52,769
Richard Stocking, President, Chief Operating Officer		54,722		21,831		21,831
Virginia Henkels, Executive Vice President, Chief Financial Officer		20,325		8,109		8,109
James Fry, Executive Vice President General Counsel		11,820		4,716		4,716
Kenneth Runnels, Executive Vice President Operations		11,726		4,678		4,678

The foregoing description of the RSU, Option, and PU awards are not a complete description of all of the rights and obligations and is qualified in its entirety by reference to the Plan filed as Exhibit 10.5 to the Form 10-K for the year ended December 31, 2010, the form of Restricted Stock Unit Award Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, the form of Option Award Agreement filed as Exhibit 10.2 to this Current Report on Form 8-K and the form of Performance Unit Award Agreement filed as Exhibit 10.3 to this Current Report on Form 8-K, each of which is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1	Form of Restricted Stock Unit Award Agreement
10.2	Form of Option Award Notice
10.3	Form of Performance Unit Award Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 28, 2013

SWIFT TRANSPORTATION COMPANY
/s/ James Fry
By:	James Fry
	Executive Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	Form of Restricted Stock Unit Award Agreement
10.2	Form of Option Award Notice
10.3	Form of Performance Unit Award Agreement

EX-10.1

Exhibit 10.1

RESTRICTED STOCK UNIT AGREEMENT

FOR EMPLOYEES UNDER THE SWIFT TRANSPORTATION COMPANY

2007 OMNIBUS INCENTIVE PLAN

This Agreement (this “Agreement”) is entered into as of [            ], 2013 (the “Date of Grant”), by and between Swift Transportation Company, a Delaware corporation (the “Company”), and [            ] (the “Participant”). Capitalized terms used without definition herein shall have the meaning ascribed to them in the Swift Transportation Company 2007 Omnibus Incentive Plan as amended and restated as of December 15, 2010 (the “Plan”). Where the context permits, references to the Company shall include any Subsidiary or any successor to the Company.

1. Grant of Restricted Stock Units. The Company hereby grants to the Participant [            ] restricted share units of Class A Common Stock (the “Restricted Stock Units” or “RSU”). Each RSU represents a contingent right to receive one share of the Company’s Class A common stock, subject to all of the terms and conditions of this Agreement and the Plan.

2. Vesting.

(a) General. Subject to the provisions set forth below, the RSUs shall vest in three equal installments on each of the first, second and third anniversaries subsequent to the Date of Grant (each such anniversary date, a “Vesting Date”), subject to the continued service by the Participant as an employee of the Company from the Date of Grant through the relevant Vesting Date, and provided that the Participant has not given notice of resignation, as of each such Vesting Date.

(b) Following Certain Terminations of Service. Upon termination of the Participant’s employment for any reason (including the death or disability of the Participant), any Restricted Stock Units that have not vested under this Section 2 shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Stock Units.

3. Legend on Certificates. The Participant agrees that any certificate issued for shares representing vested Restricted Stock Units (or, if applicable, any book entry statement issued for such shares) shall bear the following legend (in addition to any other legend or legends required under applicable federal and state securities laws):

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AS SET FORTH IN THE RESTRICTED STOCK UNIT AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND SWIFT TRANSPORTATION COMPANY, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF SWIFT TRANSPORTATION COMPANY. ANY ATTEMPT TO DISPOSE OF THESE SHARES IN CONTRAVENTION OF SUCH RESTRICTIONS, INCLUDING BY WAY OF SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHERWISE, SHALL BE NULL AND VOID AND WITHOUT EFFECT AND SHALL RESULT IN THE FORFEITURE OF SUCH SHARES AS PROVIDED BY SUCH AGREEMENT.

4. Securities Laws Requirements. The Company shall not be obligated to issue shares of Common Stock to the Participant free of the restrictive legend described in Section 3 hereof or of any other restrictive legend, if such transfer, in the opinion of counsel for the Company, would violate the Securities Act of 1933, as amended, or any other federal or state statutes having similar requirements that may be in effect at the relevant time.

5. Transfer or Sale of Shares. Participant acknowledges, understands and agrees that they are considered an affiliate within the meaning of Rule 144 of the Securities Act of 1933 (“Rule 144”) and as such, the issuance of any shares of Company common stock to the Participant pursuant to this Agreement are control shares within the meaning of Rule 144 and therefore subject to certain restrictions on resale contained in Rule 144. In consideration of the foregoing, a Participant may not engage in a sale, resale or transfer of any shares of Company common stock without first obtaining prior approval from the legal department of the Company. Participant shall also remain subject to and maintain compliance with the Company’s securities trading policy.

6. Adjustments. In the event of a change in capitalization or other similar event pursuant to Section 6.2 of the Plan, the Committee shall make such equitable changes or adjustments as it deems necessary or appropriate to the number and kind of securities or other property (including cash) issued or issuable in respect of outstanding Restricted Stock Units.

7. Change In Control.

(a) General. Notwithstanding Section 2(a) of this Agreement and unless otherwise provided by the Board, the Restricted Stock Units shall vest in full immediately prior to the consummation of a Change In Control.

(b) “Change In Control” Defined. “Change In Control” means:

Unless otherwise set forth in an employment agreement or any other written agreement between you and the Company or any Subsidiary, the term “Change In Control” means the occurrence of any of the following:

(i) A change in control of the Company of a nature that would be required to be reported (i) in response to Item 6(e) of Schedule 14A of Regulation 14A under the Exchange Act (or any successor provisions or reports thereunder), (ii) in response to Item 5.01 of Form 8-K as in effect on the Grant Date, as promulgated under the Exchange Act (or any successor provisions or reports thereunder), or (iii) in any other filing by the Company with the Securities and Exchange Commission.

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(ii) A transaction or series of transactions after the Grant Date in which any “person” within the meaning of Section 13(d)(3) and Section 14(d)(2) of the Exchange Act, other than a Permitted Holder (as defined in Section 7(c) is or becomes the “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of securities of the Company representing 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: (A) any acquisition by any person or entity if, immediately following such acquisition, more than seventy-five percent (75%) of the outstanding securities of the Acquiror (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; (B) any acquisition directly from the Company; (C) any acquisition of voting securities by the Company, including any acquisition that, by reducing the number of shares outstanding, is the sole cause for increasing the percentage of shares beneficially owned by any such person to more than the percentage set forth above; (D) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company; (E) any acquisition by any person pursuant to a transaction that complies with clauses (A), (B) and (C) of Section 7(b)(iii); or (F) any transaction, acquisition, or other event that the Board (as constituted immediately prior to such person becoming such a beneficial owner) determines, in its sole discretion, does not constitute a Change In Control in such a situation.

(iii) Consummation by the Company of a Business Combination (as defined below) unless, following such Business Combination, (A) more than seventy-five percent (75%) of the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors or managers of the entity resulting from such Business Combination (including without limitation, an entity that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) is represented by voting securities of the Company that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by voting securities into which such previously outstanding voting securities of the Company were converted pursuant to such Business Combination) and such ownership of voting power among the holders thereof is in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Company’s voting securities, (B) no person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of the then-outstanding voting securities of the entity resulting from such Business Combination except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors or managers of the entity resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination. For purposes of this Section 7(b)(iii), “Business Combination” means a reorganization, merger or consolidation of the Company with another person or sale or other disposition of all or substantially all of the assets of the Company to any person other than to a Subsidiary or a Permitted Holder or the acquisition of assets of another corporation.

(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.

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(c) “Permitted Holder” Defined. The term Permitted Holder means (i) Jerry Moyes, Vickie Moyes and their respective estates, executors and conservators, (ii) any trust (including the trustee thereof) established for the benefit of Jerry Moyes, Vickie Moyes or any children (including adopted children) thereof, (iii) any such children upon transfer from Jerry Moyes or Vickie Moyes, or upon distribution from any such trust or from the estates of Jerry Moyes or Vickie Moyes, and (iv) any corporation, limited liability company or partnership the sole stockholders, members or partners of which are Permitted Holders.

(d) Tender Offers, Etc. The Committee, in its discretion (i) may accelerate vesting of all or any portion of a Restricted Stock Unit so that any shares of Common Stock issuable upon vesting of any Restricted Stock Unit can be tendered in response to a tender offer for, or a request or invitation to tender of, greater than 50% of the outstanding Common Stock of the Company or (ii) may provide that all or any portion of a Restricted Stock Unit may be surrendered in a merger, consolidation or share exchange involving the Company (other than a transaction that would result in a Change In Control), provided that the securities or other consideration received in exchange thereof shall thereafter be subject to such restrictions and conditions as may be determined by the Committee, in its discretion.

(e) Notwithstanding the foregoing, however, if this Restricted Stock Unit is intended to comply with Section 409A of the Code, the term “Change In Control” shall mean a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, as defined under Treasury Regulation Section 1.409A-3(i)(5), as such definition may be modified by subsequent Treasury Regulations or other guidance.

8. Notices. All notices and other communications to the Company required or permitted under this Agreement shall be written, and shall be either delivered personally or sent by registered or certified first-class mail, postage prepaid and return receipt requested, or by telex or telecopier, addressed to the Company’s office at 2200 South 75th Avenue, Phoenix, Arizona 85043, Attn: 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, and each such notice and other communication delivered by telex or telecopier shall be deemed to have been given when it is so transmitted and the appropriate answer back is received.

9. Taxes. The Participant understands that he (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement.

THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT’S SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO ASSIST THE PARTICIPANT IN MAKING THIS FILING.

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The Participant acknowledges that the tax laws and regulations applicable to the Restricted Stock Units and the disposition of the Restricted Stock Units following vesting are complex and subject to change, and it is the sole responsibility of the Participant to obtain the Participant’s own advice as to the tax treatment of the terms of this Agreement.

BY SIGNING THIS AGREEMENT, THE PARTICIPANT REPRESENTS THAT THE PARTICIPANT HAS REVIEWED WITH THE PARTICIPANT’S OWN TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT THE PARTICIPANT IS RELYING SOLELY ON SUCH ADVISORS, AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY, OR ANY AFFILIATE THEREOF, OR ANY AGENT OF THE COMPANY OR ANY AFFILIATE THEREOF.

10. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

11. Incorporation of Plan. The Plan is hereby incorporated by reference into, and made a part of, this Agreement, and the Restricted Stock Units and this Agreement shall be subject to all terms and conditions of the Plan.

12. Amendments; Construction. The Committee may amend the terms of this Agreement prospectively or retroactively at any time, but no such amendment shall impair the rights of the Participant hereunder without the Participant’s consent, except as provided in Section 6.2 of the Plan.

13. Survival of Terms. Except as otherwise expressly provided herein, this Agreement shall be binding upon and inure to the benefit of the Company and its affiliates, and their respective successors and assigns, and the Participant and the Participant’s heirs, personal representatives, successors and assigns; provided, however, that nothing contained herein shall be construed as granting the Participant the right to Transfer any of the Restricted Stock Units or shares of Common Stock, except in accordance with this Agreement and any transferee shall hold the Restricted Stock Units or shares of Common Stock having only those rights, and being subject to the restrictions, provided for in this Agreement.

14. Rights as a Shareholder. The Participant will not have any rights of a shareholder with respect to any of the Restricted Stock Units, including, without limitation, the right to vote such shares and the right to receive any dividends or other distributions with respect to such RSUs until after the lapse and removal of the vesting restrictions set forth herein.

15. Agreement Not a Contract for Services. Neither the Plan, the granting of the Restricted Stock Units, this Agreement nor any other action taken pursuant to the Plan shall constitute or be evidence of any agreement or understanding, express or implied, that the Participant has a right to continue to provide services as an employee for any period of time or at any specific rate of compensation.

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16. Authority of the Committee; Disputes. The Committee shall have total and exclusive responsibility to interpret and construe the terms of the Plan and this Agreement. The determination of the Committee as to any such matter of interpretation or construction shall be final, binding and conclusive.

17. Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions of the Plan and this Agreement, and accepts the Restricted Stock Units subject to all the terms and conditions of the Plan and this Agreement. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under this Agreement.

18. Miscellaneous.

(a) This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and may not be modified or amended except by a written agreement signed by the Company and the Participant. As of the date hereof, this Agreement shall supersede any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof, which have been made by either party or any affiliate thereof.

(b) No waiver of any breach or default hereunder shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature. Anything in this Agreement to the contrary notwithstanding, any waiver, consent or other instrument under or pursuant to this Agreement signed by, or binding upon, the Participant shall be valid and binding upon any and all persons or entities (other than the Company and its Affiliates) who may, at any time, have or claim any rights under or pursuant to this Agreement in respect of the Restricted Stock units.

(c) Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the fullest extent permitted by applicable law, the parties hereby waive any provision of law which may render any provision hereof prohibited or unenforceable in any respect.

(d) The obligations of the Company and the Participant under this Agreement which by their nature may require either partial or total performance after the Participant’s service with the Company and its Subsidiaries is terminated shall survive such termination of service.

(e) The Section headings contained herein are for the purposes of convenience only and are not intended to define or limit the contents of said Sections.

(f) Words in the singular shall be read and construed as though in the plural and words in the plural shall be read and construed as though in the singular in all cases where they would so apply. Words herein of any gender are deemed to include each other gender.

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(g) This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same agreement, and all signatures need not appear on any one counterpart.

(h) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, except as superseded by applicable federal law, without giving effect to its conflicts of law provisions.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement on the day and year first above written.

SWIFT TRANSPORTATION COMPANY

By:

Name:

Title:

PARTICIPANT

[Signature Page to Restricted Stock Unit Agreement]

EX-10.2

Exhibit 10.2

SWIFT TRANSPORTATION COMPANY

2007 OMNIBUS INCENTIVE PLAN

AWARD NOTICE

GRANTEE:	[Name of Grantee]
TYPE OF AWARD:	[Incentive][Nonqualified] Stock Option (See below and refer to the Plan for limitations)
NUMBER OF SHARES:	[                    ]
EXERCISE PRICE PER SHARE:	$[                  ]
DATE OF GRANT:	[            , 20    ]
EXPIRATION DATE:	[            , 20    ]

1. Grant of Option. This Award Notice serves to notify you that Swift Transportation Company, a Delaware corporation (the “Company”), hereby grants to you, under the Company’s 2007 Omnibus Incentive Plan (as amended, 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 $0.001 per share (the “Common Stock”), at the price per Share set forth above (the “Exercise Price”). 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. The capitalized terms used in this Award Notice and not otherwise defined herein are defined in the Plan. The sale of these securities (Option Shares) has been registered with the Securities and Exchange Commission (“SEC”) on Form S-8. You may obtain a copy of the S-8 registration statement, the related prospectus and the Plan on the SEC website at www.sec.gov or you may request a copy by emailing the Company Investor Relations at investor_relations@swifttrans.com.

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

Vesting Date	Cumulative Percentage of Option Shares Vested
First anniversary of the date of grant set forth above (“Grant Date”)		33  1/3	%
Second anniversary of Grant Date		66  2/3	%
Third anniversary of Grant Date		100	%

No vesting shall occur following termination of your Service (as defined in Section 7(d)) 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 your payment of the Exercise Price and the Company’s determination that compliance with this Award Notice has occurred, including compliance with such reasonable requirements as the Company may impose pursuant to the Plan, 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, provided, however, that you have held such shares of Common Stock for a sufficient period of time, as determined by the Committee in its discretion, that delivery of such shares will not result in an adverse accounting charge to the Company;

(iii) Subject to any and all limitations imposed by the Committee from time to time (which limitations may not be uniform with respect to you and other Participants in the Plan), a “cashless exercise,” whereby you would (A) irrevocably instruct a broker or dealer to sell, on your behalf, Option Shares to be issued upon exercise pursuant to this Award Notice and deliver cash sale proceeds derived therefrom to the Company in payment of the Exercise Price and (B) direct the Company to deliver such Option Shares directly to such broker or dealer;

(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 limitations may not be uniform with respect to you and other Participants in the Plan); or

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(v) At the sole discretion of the Committee, in any combination of Section 4(b)(i), 4 (b)(ii), 4(b)(iii), and 4(b)(iv) above.

The Committee in its sole discretion shall determine acceptable methods for surrendering Common Stock or Option Shares as payment upon exercise of the Option and may impose such limitations and conditions on the use of Common Stock or Option Shares 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, 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 to the Company of the amount of all taxes required by any governmental authority to be withheld and paid over by the Company to the governmental authority on account of the exercise. The payment of such withholding taxes to the Company 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) any other method approved or accepted by the Committee in its sole discretion, subject, in the case of Section 4(c)(iii) and this Section 4(c)(iv), to any and all limitations imposed by the Committee from time to time (which limitations may not be uniform with respect to you and other Participants in the Plan) 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 your estate, (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 (if earlier than one year after the date of your death). Any portion of the Option that has not vested prior to your death shall be forfeited as of the date of your death.

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 (if earlier than one year after the date of your Disability). The term “Disability” means you are permanently and totally disabled within the meaning of Section 22(e)(3) of the Code. Any portion of the Option that has not vested prior to your Disability shall be forfeited as of the date of your Disability.

7. Effect of Other Termination.

(a) With Cause. Upon termination of your Service (as defined in Section 7(d)) by the Company or a Subsidiary for Cause (as defined in Section 7(c)) 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 (i) your voluntary termination of Service for any reason other than your death or Disability or (ii) termination of your Service by the Company or a Subsidiary for any reason other than for Cause 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: (A) to the extent that the Option was vested and exercisable on the date of such termination and (B) prior to the Expiration Date of the Option (if earlier than three months after the later of the date of such termination). Any portion of the Option that has not vested prior to termination of your Service shall be forfeited as of the date of your termination.

(c) “Cause” Defined. The term “Cause” means (i) your willful and continued failure substantially to perform your duties with the Company or a Subsidiary after written warnings identifying the lack of substantial performance are delivered to you to identify the manner in which the Company or a 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, (vi) your material breach of any employment agreement between you and the Company or any Subsidiary, or (vii) your engaging in any conduct that the Company’s or a Subsidiary’s written rules, regulations, or policies specify as constituting grounds for discharge.

(d) “Service” Defined. For purposes of this Agreement, unless otherwise (i) determined by the Committee, or (ii) set forth in an employment agreement or any other written agreement between you and the Company or any Subsidiary, you will be deemed to be in “Service” to the Company so long as you render continuous service on a periodic basis to the Company (or to any Subsidiary of the Company) in the capacity of an Employee, Director, Consultant, or other advisor (but, in the case of a Consultant or other advisor, only in the discretion of the Committee and only if there was some initial Service as an Employee or Director). You will be considered to be an Employee for so long as you remain in the employ of the Company or any Subsidiary of the Company. Except as otherwise (A) determined by the Committee, or (B) set forth in an employment agreement or any other written agreement between you and the Company or any Subsidiary, your Service with the Company shall be deemed terminated if your leave of absence (including military or other bona fide leave of absence) extends for more than 90 days and your continued Service with the Company is not guaranteed by contract or statute; provided that whether an authorized leave of absence, or absence in military or government service, shall constitute termination of Service shall be determined by the Committee in its absolute discretion.

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8. Effect of Change In Control; Tender Offers, Etc.

(a) In General. Notwithstanding Section 3 and (i) except as otherwise provided in a written employment agreement or other written agreement between you and the Company or any Subsidiary, and (ii) unless otherwise provided by the Board in connection with a Change in Control (as defined in Section 8(b)), if the Acquirer (as defined below) in a Change In Control does not either assume the Company’s obligations under this Option and/or substitute for this Option a substantially equivalent option for the Acquirer’s securities, then the unvested portion of this Option shall be immediately vested and exercisable in full immediately prior to the consummation of the Change In Control. The vesting and exercise of this Option that is permissible solely by reason of this Section 8(a) shall be conditioned upon the consummation of the Change In Control. Unless otherwise provided by the Board, this Option shall terminate and cease to be outstanding effective as of the consummation of the Change In Control to the extent that it is neither (A) assumed by or substituted for by the Acquirer in connection with the Change In Control nor (ii) vested and/or exercised by you in connection with the consummation of the Change In Control. For purposes of this Section 8, the term “Acquirer” means the person or entity that is the surviving, continuing, successor or purchasing person or entity, as the case may be, in the Change In Control.

(b) “Change In Control” Defined. Unless otherwise set forth in an employment agreement or any other written agreement between you and the Company or any Subsidiary, the term “Change In Control” means the occurrence of any of the following:

(i) A change in control of the Company of a nature that would be required to be reported (i) in response to Item 6(e) of Schedule 14A of Regulation 14A under the Exchange Act (or any successor provisions or reports thereunder), (ii) in response to Item 5.01 of Form 8-K as in effect on the Grant Date, as promulgated under the Exchange Act (or any successor provisions or reports thereunder), or (iii) in any other filing by the Company with the Securities and Exchange Commission.

(ii) A transaction or series of transactions after the Grant Date in which any “person” within the meaning of Section 13(d)(3) and Section 14(d)(2) of the Exchange Act, other than a Permitted Holder (as defined in Section 8(c)) is or becomes the “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of securities of the Company representing 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: (A) any acquisition by any person or entity if, immediately following such acquisition, more than seventy-five percent (75%) of the outstanding securities of the Acquiror (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; (B) any acquisition directly from the Company; (C) any acquisition of voting securities by the Company, including any acquisition that, by reducing the number of shares outstanding, is the sole cause for increasing the percentage of shares beneficially owned by any such person to more than the percentage set forth above; (D) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company; (E) any acquisition by any person pursuant to a transaction that complies with clauses (A), (B) and (C) of Section 8(b)(iii); or (F) any transaction, acquisition, or other event that the Board (as constituted immediately prior to such person becoming such a beneficial owner) determines, in its sole discretion, does not constitute a Change In Control in such a situation.

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(iii) Consummation by the Company of a Business Combination (as defined below) unless, following such Business Combination, (A) more than seventy-five percent (75%) of the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors or managers of the entity resulting from such Business Combination (including without limitation, an entity that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) is represented by voting securities of the Company that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by voting securities into which such previously outstanding voting securities of the Company were converted pursuant to such Business Combination) and such ownership of voting power among the holders thereof is in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Company’s voting securities, (B) no person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of the then-outstanding voting securities of the entity resulting from such Business Combination except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors or managers of the entity resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination. For purposes of this Section 8(b)(iii), “Business Combination” means a reorganization, merger or consolidation of the Company with another person or sale or other disposition of all or substantially all of the assets of the Company to any person other than to a Subsidiary or a Permitted Holder or the acquisition of assets of another corporation.

(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.

Notwithstanding the foregoing, however, if this Award Option is intended to comply with Section 409A of the Code, the term “Change In Control” shall mean a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, as defined under Treasury Regulation Section 1.409A-3(i)(5), as such definition may be modified by subsequent Treasury Regulations or other guidance.

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(c) “Permitted Holder” Defined. The term Permitted Holder means (i) Jerry Moyes, Vickie Moyes and their respective estates, executors and conservators, (ii) any trust (including the trustee thereof) established for the benefit of Jerry Moyes, Vickie Moyes or any children (including adopted children) thereof, (iii) any such children upon transfer from Jerry Moyes or Vickie Moyes, or upon distribution from any such trust or from the estates of Jerry Moyes or Vickie Moyes, and (iv) any corporation, limited liability company or partnership the sole stockholders, members or partners of which are Permitted Holders.

(d) Tender Offers, Etc. The Committee, in its discretion (i) may accelerate vesting of all or any portion of the Option so that any shares of Common Stock issuable upon exercise of this Option can be tendered in response to a tender offer for, or a request or invitation to tender of, greater than 50% of the outstanding Common Stock of the Company or (ii) may provide that all or any portion of this Option may be surrendered in a merger, consolidation or share exchange involving the Company (other than a transaction that would result in a Change In Control), provided that the securities or other consideration received in exchange thereof shall thereafter be subject to such restrictions and conditions as may be determined by the Committee, in its discretion.

9. Notice of Disposition of Shares. If this Option is intended to be an Incentive Stock Option, 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 Grant Date 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 as otherwise provided by Section 5 of this Award Notice, the Option is only exercisable by you during your lifetime.

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 therefore, dissolve or liquidate, or sell or transfer any part of its assets or business.

13. Restrictions on Issuance of Shares. If the number of Option Shares covered by this Award Notice (individually, or in combination with other Awards granted under the Plan) exceeds, as of the Grant Date, the number of shares of the Company’s Common Stock that may be issued under the Plan without stockholder approval, then this Option shall be void with respect to such excess shares unless the Company obtains stockholder approval of an amendment to the Plan increasing the number of shares of Common Stock issuable under the Plan prior to the exercise of this Option with respect to such excess 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.

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14. Right to Repurchase Upon Triggering Event.

(a) The Company, at its discretion, may repurchase the Option Shares if a Triggering Event, as defined below, occurs. The Company shall exercise its rights hereunder by written notification to you to be given within one hundred eighty (180) days after the Board becomes aware of a Triggering Event provided, if you have held the Option Shares for less than six (6) months, then the Company’s rights hereunder shall be exercised solely by giving written notification to you within the one hundred eighty (180) day period measured from the date as of which the six (6) months have passed.

(b) A “Triggering Event” shall mean your employment is involuntarily terminated (or voluntarily terminates) because you are convicted for fraud, embezzlement, theft, or breach of any fiduciary duty. A repurchase of Option Shares in the event of a Triggering Event shall be for the Exercise Price.

(c) The failure of the Company to exercise its right to repurchase with respect to one event shall not preclude later exercise of the right to repurchase with respect to another event provided that all of the conditions of such later exercise set forth above have been met.

15. Plan Controls. 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. 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.

16. Amendment. Except as otherwise provided by the Plan, the Company may only alter, amend, or terminate the Option with your consent.

17. Governing Law. This Award Notice shall be governed by and construed in accordance with the laws of the State of Delaware, except as superseded by applicable federal law, without giving effect to its conflicts of law provisions.

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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, or by telex or telecopier, addressed to the Company’s office at 2200 South 75^th Avenue, Phoenix, Arizona 85043, Attn: 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, and each such notice and other communication delivered by telex or telecopier shall be deemed to have been given when it is so transmitted and the appropriate answer back is received.

* * * * * * * * * *

Dated: [            , 20    ].

SWIFT TRANSPORTATION COMPANY

By:

Printed Name:

Title:

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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 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:

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EX-10.3

Exhibit 10.3

PERFORMANCE UNIT AWARD AGREEMENT

SWIFT TRANSPORTATION COMPANY

2007 OMNIBUS INCENTIVE PLAN

Swift Transportation Company (“Company”) hereby grants to                     (“Grantee”), a Participant in the Swift Transportation Company 2007 Omnibus Incentive Plan (“Plan”), a Performance Unit Award (“Award”) representing shares of the Company’s Class A common stock (“Stock”). The grant is made effective as of February 22, 2013 (“Grant Date”).

A. The Board of Directors of the Company has adopted the Plan as an incentive to attract and retain employees, officers and executives of the Company whose services are considered unusually valuable by providing an opportunity for them to have a proprietary interest in the success of the Company.

B. The Compensation Committee of the Board has approved the granting of the Award to the Grantee pursuant to the Plan to provide an incentive to the Grantee to focus on the long-term growth of the Company.

C. To the extent not specifically defined in this Performance Unit Award Agreement (“Agreement”), all capitalized terms used in this Agreement shall have the meaning set forth in the Plan.

The Company and the Grantee agree as follows:

1. Grant of Award. Grantee is hereby granted a Performance Unit Award for             shares, representing the right to receive the same number of shares of Stock, subject to the terms and conditions in this Agreement. This Award is granted pursuant to the Plan and its terms are incorporated by reference.

2. Vesting of Award. The Award will vest in accordance with the following schedule:

Percentage of Shares Subject to the Award Vested	Event of Vesting
100%	Company meets it performance objectives related to return on net assets and leverage ratio for a three year fiscal period beginning with the 2013 calendar year and ending on December 31, 2015

Notwithstanding the above, if a Change In Control (as defined below), occurs after the second anniversary of the Grant Date and if the performance objectives were attained in each of the two-year fiscal operating periods prior to the Change In Control event, the Award shall become fully vested and 100% of the shares of Stock shall be awarded as set forth in the above schedule. Unless otherwise set forth in an employment agreement or any other written agreement between you and the Company or any Subsidiary, the term “Change In Control” means the occurrence of any of the following:

(a) A change in control of the Company of a nature that would be required to be reported (i) in response to Item 6(e) of Schedule 14A of Regulation 14A under the Exchange Act (or any successor provisions or reports thereunder), (ii) in response to Item 5.01 of Form 8-K as in effect on the Grant Date, as promulgated under the Exchange Act (or any successor provisions or reports thereunder), or (iii) in any other filing by the Company with the Securities and Exchange Commission.

(b) A transaction or series of transactions after the Grant Date in which any “person” within the meaning of Section 13(d)(3) and Section 14(d)(2) of the Exchange Act, other than a Permitted Holder (as defined below) is or becomes the “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of securities of the Company representing 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: (i) any acquisition by any person or entity if, immediately following such acquisition, more than seventy-five percent (75%) of the outstanding securities of the Acquiror (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; (ii) any acquisition directly from the Company; (iii) any acquisition of voting securities by the Company, including any acquisition that, by reducing the number of shares outstanding, is the sole cause for increasing the percentage of shares beneficially owned by any such person to more than the percentage set forth above; (iv) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company; (v) any acquisition by any person pursuant to a transaction that complies with clauses (i), (ii) and (iii) of Section 2(c); or (vi) any transaction, acquisition, or other event that the Board (as constituted immediately prior to such person becoming such a beneficial owner) determines, in its sole discretion, does not constitute a Change In Control in such a situation.

(c) Consummation by the Company of a Business Combination (as defined below) unless, following such Business Combination, (i) more than seventy-five percent (75%) of the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors or managers of the entity resulting from such Business Combination (including without limitation, an entity that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) is represented by voting securities of the Company that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by voting securities into which such previously outstanding voting securities of the Company were converted pursuant to such Business Combination) and such ownership of voting power among the holders thereof is in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Company’s voting securities, (ii) no person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of the then-outstanding voting securities of the entity resulting from such Business Combination except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors or managers of the entity resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination. For purposes of this Section 2(c), “Business Combination” means a reorganization, merger or consolidation of the Company with another person or sale or other disposition of all or substantially all of the assets of the Company to any person other than to a Subsidiary or a Permitted Holder or the acquisition of assets of another corporation.

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(d) 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.

Notwithstanding the foregoing, however, if this Award is intended to comply with Section 409A of the Code, the term “Change In Control” shall mean a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, as defined under Treasury Regulation Section 1.409A-3(i)(5), as such definition may be modified by subsequent Treasury Regulations or other guidance.

For purposes of this Section 2, The term Permitted Holder means (i) Jerry Moyes, Vickie Moyes and their respective estates, executors and conservators, (ii) any trust (including the trustee thereof) established for the benefit of Jerry Moyes, Vickie Moyes or any children (including adopted children) thereof, (iii) any such children upon transfer from Jerry Moyes or Vickie Moyes, or upon distribution from any such trust or from the estates of Jerry Moyes or Vickie Moyes, and (iv) any corporation, limited liability company or partnership the sole stockholders, members or partners of which are Permitted Holders.

3. Termination of Employment. If the Grantee terminates employment with the Company before the Award has vested as set forth above, all or any portion of the Award not then vested will be canceled and forfeited as of the date of termination of employment.

4. Time and Form of Payment. Subject to the provisions of the Agreement and the Plan, as soon as practicable after all or a portion of the Award is vested (but in no event later than March 15 of the year following the calendar year in which the Award vests), the Committee will deliver to the Grantee the same number of whole shares of Stock determined pursuant to Section 1.

5. Nontransferability. The Shares granted by this Agreement shall not be transferable by the Grantee or any other person claiming through the Grantee, either voluntarily or involuntarily, except by will or the laws of descent and distribution or as otherwise provided under Section 16.1 of the Plan.

6. Adjustments. The number of Shares shall be adjusted in the event of certain events all as determined under Section 6.2 of the Plan.

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7. Delivery of Shares. No shares of Stock shall be delivered under this Agreement until (i) the Shares vest in accordance with the schedule set forth in 2 above, and (ii) approval of any governmental authority required in connection with the Agreement, or the issuance of Stock, has been received by the Company (as set forth in Section 16.2 of the Plan).

8. Voting Rights. The Grantee will have no voting rights until the Company issues shares of Stock to the Grantee.

9. Copy of Plan. By the execution of this Agreement, the Grantee acknowledges receipt of a copy of the Plan.

10. Administration. This Agreement shall at all times be subject to the terms and conditions of the Plan and the Plan shall in all respects be administered by the Committee in accordance with the terms of and as provided in the Plan. The Committee shall have the sole and complete discretion with respect to all matters reserved to it by the Plan and decisions of the Committee under this Agreement shall be final and binding upon the Grantee and the Company. In the event of any conflict between the terms and conditions of this Agreement and the Plan, the provisions of the Plan shall control.

11. Continuation of Employment. This Agreement shall not be construed to confer upon the Grantee any right to continue employment with the Company and shall not limit the right of the Company, in its sole discretion, to terminate the employment of the Grantee at any time.

12. Tax Withholding. Pursuant to Section 14.2 of the Plan, subject to the Committee’s approval, the Grantee may elect to satisfy any federal, state, local, or foreign employment or income taxes due upon the vesting of shares of the Shares by any of the alternatives set forth in Section 14.2 of the Plan.

13. Governing Law. This Agreement shall be interpreted and administered under the laws of the State of Delaware.

14. Amendments. This Agreement may be amended only by a written agreement executed by the Company and the Grantee.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its duly authorized representative and the Grantee has signed this Agreement as of the date first written above.

SWIFT TRANSPORTATION COMPANY

By:

Grantee

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