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):
February 12, 2007

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.

Director Compensation.  On February 12, 2007, the Board of Directors of Marten Transport, Ltd. (“Company”) approved the following fee schedule for non-employee directors for fiscal year 2007:

Service	2007 Compensation
Annual Board Retainer	$	20,000
Lead Director	$	5,000
Audit Committee Chairman Retainer	$	15,000
Compensation Committee Chairman Retainer	$	7,500
Nominating/Corporate Governance Committee Chairman Retainer	$	2,500

The Company generally pays non-employee directors a fee of $1,000 for each Board meeting attended, $500 for each committee meeting attended, and reimburses Board members for out-of-pocket expenses for attending meetings.

Amendment of Stock Option Award Agreements.  On February 12, 2007, the Board of Directors of the Company approved an amendment to the performance based stock options that were granted under the Company’s 2005 Stock Incentive Plan to Randolph L. Marten, Robert G. Smith, Timothy P. Nash, Donald J. Hinson, and James J. Hinnendael.  The Board of Directors originally granted these performance based stock options on March 1, 2006.  Each performance based stock option has an exercise price of $23.59, a term of ten years, and will become exercisable, on a cumulative basis, upon the Company’s achievement of certain operating ratios for any full fiscal year beginning with 2006 and ending with 2010. The operating ratio will be the percentage that the Company’s operating expenses, prior to the effect of performance based stock option compensation expense and any other expense determined by the Company’s Compensation Committee, bears to the Company’s operating revenue set forth in the Company’s audited financial statements for that particular fiscal year. The operating ratio will be determined for each fiscal year on the date the Company’s Form 10-K is filed with the Securities and Exchange Commission.  The Board of Directors amended the operating ratios in these performance based stock option agreements as follows:

Prior Operating Ratio	New Operating Ratio	Vesting
90.0%	91.0%	25%
89.5%	90.5%	25%
89.0%	90.0%	25%
88.5%	89.5%	25%

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The summary description of the amendment is not complete and is qualified in its entirety by, and should be read in conjunction with, the complete text of the form of performance based non-statutory stock option agreement filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Amendment of Executive Officer Incentive Compensation Plan. On February 12, 2007, the Board of Directors of the Company amended and restated the Company’s Executive Officer Performance Incentive Bonus Plan.  The Company’s existing Executive Officer Performance Incentive Bonus Plan provided for bonuses equal to the percentage increase in the award year’s net income over the prior year’s net income multiplied by the executive officer’s base salary, provided the award year’s net income after the amount of such bonus must be at least 110% of the prior year’s net income and the award year’s return on equity after the amount of such bonus is at least 15%. The amendment changes the return on equity threshold for the award year from at least 15% to at least equal to the return on equity set forth in the operating budget approved by the Board for the Award Year. Participants will be determined annually by the Compensation Committee from among the company’s eligible executive officers.

This summary description is not complete and is qualified in its entirety by, and should be read in conjunction with, the complete text of the form of Amended and Restated Executive Officer Performance Incentive Bonus Plan, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

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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	Non-employee Director Compensation Summary
10.2	Form of Performance Based Non-Statutory Stock Option Agreement for 2005 Stock Incentive Plan.
10.3	Amended and Restated 2006 Executive Officer Incentive Bonus 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: February 16, 2007	By	/s/ James J. Hinnendael
		James J. Hinnendael
		Its: Chief Financial Officer

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MARTEN TRANSPORT, LTD.

FORM 8-K

INDEX TO EXHIBITS

Exhibit No.	Description
10.1	Non-employee Director Compensation Summary (included herewith).
10.2	Form of Performance Based Non-Statutory Stock Option Agreement for 2005 Stock Incentive Plan (included herewith).
10.3	Amended and Restated 2006 Executive Officer Incentive Bonus Plan (included herewith).

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EX-10.1

Exhibit 10.1

Marten Transport, Ltd.
2007 Non-employee Director Compensation Summary

The Board of Directors of Marten Transport, Ltd. approved the following fee schedule for non-employee directors for fiscal year 2007:

Annual Board Retainer	$20,000
Lead Director	5,000
Audit Committee chair	15,000
Compensation Committee chair	7,500
Nominating/Corporate Governance Committee chair	2,500

The company generally pays non-employee directors a fee of $1,000 for each Board meeting attended, $500 for each committee meeting attended, and reimburses them for out-of-pocket expenses of attending meetings.

EX-10.2

Exhibit 10.2

NON-STATUTORY STOCK OPTION AGREEMENT

THIS AGREEMENT is entered into and effective as of         , 200    (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.

3.1           Initial Period of Exercisability.  The Option will become exercisable, on a cumulative basis, upon the Company’s achievement of the operating ratios set forth below for any full fiscal year beginning with 2006 and ending with 2010.  The operating ratio will be the percentage that the Company’s operating expenses, prior to the effect of performance-based stock option compensation expense and any other expense determined by the Committee, bears to the Company’s operating revenue set forth in the Company’s audited financial statements for that particular fiscal year.  The operating ratio will be determined for each fiscal year on the date the Company’s Form 10-K is filed with the Securities and Exchange Commission.

Operating Ratio	Vesting Percentage
91.0%	25%
90.5%	25%
90.0%	25%
89.5%	25%

The Option will continue to vest so long as the Optionee remains continuously employed by the Company. This Option will remain exercisable as to all vested unexercised Option Shares until 5:00 p.m. (Mondovi, Wisconsin time) on the tenth anniversary of the Date of Grant (“Time of Termination”).

3.2           Termination 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 remain exercisable to the extent exercisable as of such termination 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).

3.3           Change 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).

3.4           Effects 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

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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

4.1           Notice.  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 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.

4.2           Payment.  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

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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.

7.1           General 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 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.

7.2           Special 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

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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.

9.1           Terms 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.

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

ARTICLE 10.  MISCELLANEOUS.

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

10.2         Governing 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.

10.3         Entire 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.

10.4         Amendment 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.

10.5         Captions.  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.

10.6         Counterparts.  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.

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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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EX-10.3

Exhibit 10.3

AMENDED AND RESTATED

MARTEN TRANSPORT, LTD.

EXECUTIVE OFFICER

PERFORMANCE INCENTIVE BONUS PLAN

I.GENERAL

A.Plan Purpose.  In an effort to maintain a position of leadership in the highly competitive business segments in which Marten Transport, Ltd. (the “Company”) competes, it is necessary to promote the financial interests of the Company and its Subsidiaries, including its growth, by attracting and retaining highly qualified executive officers possessing outstanding ability, motivating such executives by means of performance related incentives, and providing incentive compensation opportunities which are competitive with those of similar corporations.  The Amended and Restated Marten Transport, Ltd. Executive Officer Performance Incentive Bonus Plan  (the “Plan”) is designed to assist the Company in attaining these objectives.

B.Cash Bonus Plan.  The Plan is a cash bonus plan and is not intended to be (and shall not be construed and administered as) a deferred compensation plan or an employee benefit plan within the meaning of ERISA.  Bonus Awards under this Plan are intended to be discretionary and shall not constitute a part of an employee’s regular rate of pay for any purpose.

C.Term.  The provisions of the Plan shall continue indefinitely subject to termination by the Company; however, the Committee shall, in its sole and absolute discretion, determine each year whether Bonus Awards will be granted for such year.

D.Definitions.  Unless the context requires otherwise, the following terms when used with initial capitalization have the following meanings:

Award Year — The calendar year for which Bonus Awards, if any, are calculated under the Plan.

Award Year Net Income — The Company’s net income, determined in accordance with generally accepted accounting principles, prior to accounting for the aggregate Bonus Award and related tax effect for the Award Year.

Base Salary — The annual base compensation paid to a Participant for an Award Year and base pay not paid during the Award Year as a result of an earnings reduction election under a Code section 125 cafeteria plan or any deferred compensation plan or other arrangement.

Board — The Board of Directors of the Company.

Bonus Award — The cash bonus payable to a Participant as determined under Section III.A., subject to the terms of the Plan.

Code — The Internal Revenue Code of 1986, as from time to time amended including any related regulations.

Committee — The Compensation Committee of the Board.

Company — Marten Transport, Ltd.

Designated Subsidiary — A subsidiary of the Company that has been designated by the Committee from time to time, in its sole and absolute discretion, as eligible to participate in the Plan.

Eligible Employee — Each Executive Officer of the Company or a Designated Subsidiary who has completed at least one year of continuous service as of December 31 of an Award Year and is employed by the Company or a Designated Subsidiary as of December 31 of an Award Year.

Employer — The Company and any Designated Subsidiary.

ERISA — The Employee Retirement Income Security Act of 1974, as from time to time amended, including any related regulations.

Executive Officer — Each executive officer of the Company who has been elected an executive officer, within the meaning of the rules of the Securities and Exchange Commission, by the Board.

Participant — Each Eligible Employee who is designated as a Participant for an Award Year by the Committee.

Plan — The Marten Transport, Ltd. Executive Officer Performance Incentive Bonus Plan, as evidenced by this written instrument as may be amended from time to time.

Prior Year Net Income — The Company’s net income, as reported in its audited financial statements, for the Prior Year.

Subsidiary — Any entity, corporate or otherwise, in which the Company, directly or indirectly, owns or controls a greater than 50% interest.

II.PARTICIPATION

A.Participants.  Participants will be determined annually by the Committee from among the Company’s Eligible Employees.  Designation as a Participant will

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apply only for the Award Year for which the designation is made and may include a partial year.

B.Termination of Employment.  In order to be entitled to receive a payment for Bonus Award for an Award Year, a Participant must be actively and continuously employed for at least one year through December 31 of the Award Year for which the Bonus Award is paid; however, the Committee may, in its sole and absolute discretion, pay a Bonus Award to a Participant who has terminated employment prior to December 31 of the relevant Award Year.

III.COMPUTATION AND PAYMENT OF BONUS AWARDS

A.Formula Bonus.

1.Participants.  Subject to Section III.A.2., each Participant will be eligible to earn a Bonus Award if the Award Year Net Income is 110% or more of the Prior Year Net Income.  The Bonus Award for each Participant will be an amount equal to (a) the percentage increase in the Award Year Net Income over the Prior Year Net Income, multiplied by (b) his or her Base Salary; provided, however, that Award Year Net Income (after accounting for the aggregate Bonus Award) cannot be less than 110%  the Prior Year Net Income, in which case the aggregate Bonus Award will be reduced so that the Award Year Net Income (after accounting for the aggregate Bonus Award) is not less than 110% of the Prior Year Net Income; and each Participant’s Bonus Award would then be reduced on a pro rata basis to reflect such limitation.

2.Minimum Performance Threshold.  No Bonus Award will be earned under Section III.A.1. unless:  (a) the Award Year Net Income (after accounting for the aggregate Bonus Award) is at least 110% of the Prior Year Net Income; and (b) the Company’s return on equity for the Award Year (after accounting for the aggregate Bonus Award) is at least equal to the return on equity set forth in the operating budget approved by the Board for the Award Year.

B.Committee’s Discretion.  The Committee may, in its sole and absolute discretion, adjust Award Year Net Income and Prior Year Net Income at any time during or after an Award Year for the purpose of determining Bonus Awards for an Award Year to account for extraordinary items affecting net income.

C.Cash Payment.  Payment of a Bonus Award will be made in cash as soon as practicable following the end of the Award Year, without interest, but in any event by the March 15 following the end of the Award Year.

D.Withholding Taxes.  Notwithstanding any of the foregoing provisions, the Employer shall withhold from any payment to be made hereunder such amounts as it reasonably determines it may be required to withhold under any applicable federal, state or other law, and transmit such withheld amounts to the appropriate

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authorities.

E.Payment in Event of Incapacity.  If any individual entitled to receive any payment under the Plan is, in the judgment of the Committee, physically, mentally or legally incapable of receiving or acknowledging receipt of the payment, and no legal representative has been appointed for the individual, the Committee may (but is not required to) cause the payment to be made to any one or more of the following as may be chosen by the Committee; the institution maintaining the individual; a custodian for the individual under the Uniform Transfers to Minors Act of any state; or the individual’s spouse, child, parent, or other relative by blood or marriage.  The Committee is not required to see to the proper application of any such payment, and the payment completely discharges all claims under the Plan against the Company, and the Plan to the extent of the payment.

F.Payment in the Event of Death.  Distribution to a deceased Participant will be made to the Participant’s heirs determined pursuant to the applicable laws of inheritance or descent.

IV.PLAN ADMINISTRATION

A.Plan Administration.  The Committee or its delegate has the authority and responsibility to manage and control the general administration of the Plan.  This Plan is not intended to modify or limit the powers, duties or responsibilities of the Committee as set forth under the Charter for the Committee as adopted by the Board from time to time.  Determinations, decisions and actions of the Committee, in connection with the construction, interpretation, administration, or application of the Plan will be final, conclusive, and binding upon any Participant and any person claiming under or through the Participant.  No employee of an Employer, any member of the Board, any delegate of the Board, or any member of the Committee will be liable for any determination, decision, or action made in good faith with respect to the Plan or any Bonus Award made under the Plan.

B.Compensation Committee.  The Compensation Committee has the sole authority and responsibility to establish the amount of any Bonus Award payable to any Participant.

V.AMENDMENT OR TERMINATION

The Plan may at any time be amended, modified, or terminated, as the Committee in its sole and absolute discretion determines. Such amendment, modification, or termination of the Plan will not require the consent, ratification, or approval of any party, including any Participant.

VI.MISCELLANEOUS

A.Non-Assignability.  A Participant’s rights and interests in and to payment of any Bonus Award under the Plan may not be assigned, transferred, encumbered or pledged other than by will or the laws of descent and distribution; and are not

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subject to attachment, garnishment, execution or other creditor’s processes.

B.No Contract of Employment.  Neither the Plan, nor any Bonus Award, constitutes a contract of employment, and participation in the Plan will not give any employee the right to be retained in the service of the Company or any Subsidiary or continue in any position or at any level of compensation.

C.Controlling Law.  This Plan and all determinations made and actions taken pursuant hereto to the extent not preempted by federal laws, will be governed and construed by the internal laws of the State of Wisconsin, except its laws with respect to choice of law.

D.Unfunded, Unsecured Obligation.  A Participant’s only interest under the Plan shall be the right to receive either a cash payment for a Bonus Award pursuant to the terms of the Bonus Award and the Plan.  No portion of the amount payable to a Participant under this Plan shall be held by the Company or any Subsidiary in trust or escrow or any other form of asset segregation.  To the extent that a Participant acquires a right to receive a cash payment under the Plan, such right shall be no greater than the right of any unsecured, general creditor of the Company, and no trust in favor of any Participant will be implied.

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