8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  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):

January 25, 2006

MARTEN TRANSPORT, LTD.

(Exact name of registrant as specified in its charter)

Delaware	0-15010	39-1140809
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
129 Marten Street Mondovi, Wisconsin		54755
(Address of principal executive offices)		(Zip Code)

(715) 926-4216

(Registrant’s telephone number, including area code)

Not applicable.

(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):

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

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

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

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

Item 1.01.  Entry into a Material Definitive Agreement.

Stock Option Award and Agreement.  On January 25, 2006, Marten Transport, Ltd.’s Board of Directors granted a non-statutory stock option under Marten’s 2005 Stock Incentive Plan to James J. Hinnendael to purchase 50,000 shares of Marten’s common stock at an exercise price of $21.94 in connection with his recent appointment as Marten’s chief financial officer.  The option vests, on a cumulative basis, in five installments of 20% on each of the first five anniversaries of the option grant date, has a term of ten years and is subject to the terms of the 2005 Stock Incentive Plan. On January 25, 2006, the Compensation Committee of the Board of Directors of Marten Transport, Ltd. also approved the form of non-statutory stock option agreement for Marten’s 2005 Stock Incentive Plan.  The form of non-statutory stock option agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Fiscal 2005 Incentive Compensation Plan Bonuses.  Marten’s 2005 Incentive Compensation Plan for executive officers provides for target bonuses of 50% of annual base salary if Marten exceeds targeted earnings per share, or EPS.  If Marten’s performance was no more than 1% above its targeted EPS, each officer would receive a bonus of 5% of annual base salary and if Marten’s performance was 110% or more of targeted EPS, each officer would receive a bonus of 50% of annual base salary.  Bonuses are prorated for performance falling between these achievement percentages.  Marten did not achieve its targeted EPS in 2005, but in recognition of Marten’s significant improvement in EPS from 2004 to 2005, the Compensation Committee in its discretion granted a bonus to Marten’s executive officers equal to 50% of the target amount under the 2005 Incentive Compensation Plan. Accordingly, each executive officer earned a bonus equal to 25%of his or her 2005 base salary, as set forth below:

Name	Title	2005 Bonus
Randolph L. Marten	Chairman of the Board, President and Chief Executive Officer	$	96,683
Darrell D. Rubel	Former Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary	$	48,000
Robert G. Smith	Chief Operating Officer	$	50,009
Timothy P. Nash	Executive Vice President of Sales and Marketing	$	50,009
Franklin J. Foster	Vice President of Finance	$	39,476
Susan M. Baier	Vice President of Information Systems	$	38,160
Donald J. Hinson	Vice President of Operations	$	39,476
James J. Hinnendael*	Chief Financial Officer	$	8,776

* Mr. Hinnendael was not an executive officer in 2005.  He earned a bonus equal to 7.5% of his 2005 base salary.

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Item 9.01. Financial Statements and Exhibits.

(a)Financial Statements of Businesses Acquired.

Not Applicable.

(b)Pro Forma Financial Information.

Not Applicable.

(c)Exhibits.

Exhibit No.	Description
10.1	Form of Non-Statutory Stock Option Agreement for 2005 Stock Incentive Plan.

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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 thereunto duly authorized.

	MARTEN TRANSPORT, LTD.
Dated:  January 31, 2006	By	/s/ Franklin J. Foster
		Franklin J. Foster
		Its: Vice President of Finance

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MARTEN TRANSPORT, LTD.

FORM 8-K

INDEX TO EXHIBITS

Exhibit No.	Description
10.1	Form of Non-Statutory Stock Option Agreement for 2005 Stock Incentive Plan (included herewith).

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EX-10.1

Exhibit 10.1

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 employees, consultants, advisors and independent contractors of the Company and its Subsidiaries.

B.The Company desires to give the Optionee an inducement to acquire a proprietary interest in the Company and an added incentive to advance the interests of the Company by granting to the Optionee an option to purchase shares of common stock of the Company pursuant to the Plan.

Accordingly, the parties agree as follows:

ARTICLE 1.  GRANT OF OPTION.

The Company hereby grants to the Optionee the option (the “Option”) to purchase                    (     ) 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.

3.1Initial Period of Exercisability.  The Option will be exercisable, on a cumulative basis, in five installments of 20% of the Option Shares on each of the first five anniversaries of the Date of Grant, so long as the Optionee remains continuously employed by the Company.  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”).

3.2Termination of Employment or Other Service.

(a)In the event that the Optionee’s employment or other service with the Company and all Subsidiaries is terminated by reason of the Optionee’s death, Disability

or retirement, this Option will become immediately exercisable in full and will remain exercisable for a period of one year after such termination (but in no event will this Option be exercisable after the Time of Termination).

(b)In the event the Optionee’s employment or other service with the Company and all Subsidiaries is terminated for any reason other than death, Disability or retirement, all rights of the Optionee under the Plan and this Agreement will immediately terminate without notice of any kind, and this Option will no longer be exercisable; provided, however that if such termination is due to any reason other than termination by the Company or any Subsidiary for Cause, this Option will remain exercisable to the extent exercisable as of such termination for a period of three months after such termination (but in no event will this Option be exercisable after the Time of Termination).

3.3Change in Control. If any events constituting a Change in Control (as defined in the Plan) of the Company occur, then, if this Option has been outstanding for at least six months, this Option will become immediately exercisable in full and will remain exercisable until the Time of Termination.  In addition, if a Change in Control 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).

3.4Effects of Actions Constituting Cause.  Notwithstanding anything in this Agreement to the contrary, in the event that the Optionee is determined by the Committee, acting in its sole discretion, to have committed any action which would constitute Cause, irrespective of whether such action or the Committee’s determination occurs before or after termination of the Optionee’s employment with the Company or any Subsidiary, all rights of the Optionee under the Plan and this Agreement shall terminate and be forfeited without notice of any kind.

ARTICLE 4.  MANNER OF OPTION EXERCISE

4.1Notice.  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

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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.

4.2Payment.  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.

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.  EMPLOYMENT OR OTHER SERVICE.

Nothing in this Agreement will be construed to (a) limit in any way the right of the Company to terminate the employment or 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.

7.1General 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

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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.

7.2Special 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.

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.

9.1Terms 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.

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

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ARTICLE 10.  MISCELLANEOUS.

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

10.2Governing 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.

10.3Entire 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.

10.4Amendment 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.

10.5Captions.  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.

10.6Counterparts.  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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