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):

May 12, 2015 

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):

☐ 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))

Section 5 – Corporate Governance and Management.

Item 5.02.     Compensatory Arrangements of Certain Officers.

On May 12, 2015, our Compensation Committee approved an increase to the base salary for each of the company’s named executive officers listed below, retroactive to April 6, 2015. Effective April 6, 2015, the named executive officers will receive the following annual base salaries in the listed positions:

Name and Position as of May 12, 2015	Former Base Salary	Base Salary Effective April 6, 2015
Randolph L. Marten	$586,500	$609,960
(Chairman and Chief Executive Officer)
Timothy M. Kohl	$434,000	$451,360
(President)
Timothy P. Nash	$301,500	$313,560
(Executive Vice President of Sales and Marketing)
James J. Hinnendael	$243,800	$253,552
(Executive Vice President and Chief Financial Officer)
John H. Turner	$242,100	$251,784
(Senior Vice President of Sales)

On May 12, 2015, our Compensation Committee also approved the following fee schedule for non-employee directors for fiscal year 2015, which remains unchanged from the fee schedule for 2014:

	2015
Annual Board Retainer	$	26,000
Lead Director		10,000
Audit Committee chair		15,000
Compensation Committee chair		10,000
Nominating/Corporate Governance Committee chair		3,500

Non-employee directors also receive $1,500 for attendance at each Board meeting, $750 for each committee meeting attended and reimbursement for out-of-pocket expenses related to attending meetings.

Each non-employee director will also receive a grant of 1,000 shares of common stock in connection with re-election to the Board by the stockholders.

On May 12, 2015, our Compensation Committee also approved the form of non-statutory stock option agreement and the form of performance unit award agreement for the 2015 Equity Incentive Plan. The form of non-statutory stock option agreement and form of performance unit award agreement are filed as Exhibits 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 5.07.     Submission of Matters to a Vote of Security Holders.

Marten Transport, Ltd. held its 2015 Annual Meeting of Stockholders on May 12, 2015. The final results of the stockholder vote on the business brought before the meeting are as follows:

1.     To elect six directors to hold office until the next Annual Meeting of Stockholders or until their successors are duly elected and qualified. Our stockholders duly elected all director nominees as follows:

	For	Withheld	Broker Non-Votes
Randolph L. Marten	30,289,484	230,973	1,185,041
Larry B. Hagness	27,609,082	2,911,375	1,185,041
Thomas J. Winkel	28,191,247	2,329,210	1,185,041
Jerry M. Bauer	30,039,061	481,396	1,185,041
Robert L. Demorest	30,347,719	172,738	1,185,041
G. Larry Owens	30,347,929	172,528	1,185,041

2.     To consider and vote on a proposal to amend our Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 48,000,000 to 96,000,000 shares. Our stockholders approved this proposal as follows:

For	Against	Abstain	Broker Non-Votes
26,341,392	5,148,114	215,992	0

3.     To approve the Marten Transport, Ltd. 2015 Equity Incentive Plan. Our stockholders approved this proposal as follows:

For	Against	Abstain	Broker Non-Votes
29,456,480	838,091	225,886	1,185,041

4.     To consider and hold a vote on an advisory resolution to approve executive compensation. Our stockholders approved this proposal as follows:

For	Against	Abstain	Broker Non-Votes
30,186,768	80,138	253,551	1,185,041

2

5.     To consider a proposal to ratify the selection of Grant Thornton LLP as our independent public accountants for the year ending December 31, 2015. Our stockholders approved this proposal as follows:

For	Against	Abstain	Broker Non-Votes
31,371,020	119,271	215,207	0

Section 7 – Regulation FD

Item 7.01.     Regulation FD Disclosure.

Beginning on or about May 15, 2015, representatives of Marten Transport, Ltd. intend to make presentations at investor conferences and in other forums, including the 2015 KeyBanc Capital Markets’ Industrial, Automotive & Transportation Conference in Boston, Massachusetts on May 27, 2015, and these presentations may include the information contained in Exhibit 99.1 attached to this current report on Form 8-K. A copy of the presentation slides containing such information that may be disclosed by Marten is attached as Exhibit 99.1 to this report and the information set forth therein is incorporated herein by reference and constitutes a part of this report. Marten expects to disclose the information contained in Exhibit 99.1, in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts and others during 2015.

Marten is furnishing the information contained in Exhibit 99.1 pursuant to Regulation FD and Item 7.01 of Form 8-K. The information in Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

The information contained in Exhibit 99.1 is summary information that is intended to be considered in the context of Marten’s SEC filings and other public announcements that Marten may make, by press release or otherwise, from time to time. Marten undertakes no duty or obligation to publicly update or revise the information contained in Exhibit 99.1, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure. By filing this current report on Form 8-K and furnishing this information, Marten makes no admission as to the materiality of any information contained in this report, including Exhibit 99.1.

3

Section 9 – Financial Statements and Exhibits

Item 9.01.     Financial Statements and Exhibits.

(a)     Financial Statements of Businesses Acquired.

Not Applicable.

(b)     Pro Forma Financial Information.

Not Applicable.

(c)     Shell Company Transactions.

Not Applicable.

(d)     Exhibits.

Exhibit No.	Description
10.1	Named Executive Officer Compensation
10.2	2015 Non-Employee Director Compensation Summary
10.3	Form of Non-Statutory Stock Option Agreement for the 2015 Equity Incentive Plan
10.4	Form of Performance Unit Awards Agreement for the 2015 Equity Incentive Plan
99.1	Investor presentation slides to be used by Marten Transport, Ltd. (furnished herewith)

4

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: May 15, 2015	By:	/s/ James J. Hinnendael
		James J. Hinnendael
		Its: Executive Vice President and Chief Financial Officer

5

MARTEN TRANSPORT, LTD.

FORM 8-K

INDEX TO EXHIBITS

Exhibit No.	Description
10.1	Named Executive Officer Compensation
10.2	2015 Non-Employee Director Compensation Summary
10.3	Form of Non-Statutory Stock Option Agreement for the 2015 Equity Incentive Plan
10.4	Form of Performance Unit Awards Agreement for the 2015 Equity Incentive Plan
99.1	Investor presentation slides to be used by Marten Transport, Ltd. (furnished herewith)

6

EX-10.1

Exhibit 10.1

Marten Transport, Ltd.

Named Executive Officer Compensation 

On May 12, 2015, our Compensation Committee approved an increase to the base salary for each of the company’s named executive officers listed below, retroactive to April 6, 2015. Effective April 6, 2015, the named executive officers will receive the following annual base salaries in the listed positions:

Name and Position as of May 12, 2015	Former Base Salary	Base Salary Effective April 6, 2015
Randolph L. Marten	$586,500	$609,960
(Chairman and Chief Executive Officer)
Timothy M. Kohl	$434,000	$451,360
(President)
Timothy P. Nash	$301,500	$313,560
(Executive Vice President of Sales and Marketing)
James J. Hinnendael	$243,800	$253,552
(Executive Vice President and Chief Financial Officer)
John H. Turner	$242,100	$251,784
(Senior Vice President of Sales)

EX-10.2

Exhibit 10.2

Marten Transport, Ltd.

2015 Non-Employee Director Compensation Summary

On May 12, 2015, our Compensation Committee approved the following fee schedule for non-employee directors for fiscal year 2015, which remains unchanged from the fee schedule for 2014:

	2015
Annual Board Retainer	$	26,000
Lead Director		10,000
Audit Committee chair		15,000
Compensation Committee chair		10,000
Nominating/Corporate Governance Committee chair		3,500

Non-employee directors also receive $1,500 for attendance at each Board meeting, $750 for each committee meeting attended and reimbursement for out-of-pocket expenses related to attending meetings.

Each non-employee director will also receive a grant of 1,000 shares of common stock in connection with re-election to the Board by the stockholders.

EX-10.3

Exhibit 10.3

NON-STATUTORY STOCK OPTION AGREEMENT

THIS AGREEMENT is entered into and effective as of _________ __, 201__ (the “Date of Grant”), by and between Marten Transport, Ltd. (the “Company”) and _____________(the “Optionee”).

A.     The Company has adopted the Marten Transport, Ltd. 2015 Equity 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 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 seventh 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 or Disability, 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 that the Optionee’s employment or other service with the Company and all Subsidiaries is terminated by reason of the Optionee’s retirement, this Option will, to the extent exercisable as of such termination, remain exercisable for a period of three (3) months after such termination (but in no event will this Option be exercisable after the Time of Termination) and any unvested portion of this Option will be canceled on the date Optionee’s employment or other service with the Company and all Subsidiaries terminates.

(c) 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) and any unvested portion of this Option will be canceled on the date Optionee’s employment or other service with the Company and all Subsidiaries terminates.

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).

2

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 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 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.

3

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 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.

4

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 law 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.

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

 5

EX-10.4

Exhibit 10.4

PERFORMANCE UNIT AWARD AGREEMENT

THIS AGREEMENT is entered into and effective as of _________ __, 20__ (the “Date of Grant”), by and between Marten Transport, Ltd. (the “Company”) and ______________ (the “Grantee”).

A.     The Company has adopted the Marten Transport, Ltd. 2015 Equity 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 Performance Unit Awards to employees, consultants, advisors and independent contractors of the Company and its Subsidiaries.

B.     The Company desires to give the Grantee 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 Grantee a Performance Unit Award of the Company pursuant to the Plan.

C.     The goal of this Performance Unit Award is to incentivize the Grantee to increase diluted net income per share an average of fifteen percent per year over five years, which in conjunction with the five percent per year service-based component of this Performance Unit Award would result in full vesting over five years.

Accordingly, the parties agree as follows:

ARTICLE 1. GRANT OF AWARD.

The Company hereby grants to the Grantee a Performance Unit Award (the “Award”) consisting of ________ units (the “Award Units”), each of which is a bookkeeping entry representing the equivalent in value of one share of the Company’s common stock, $0.01 par value (the “Common Stock”), according to the terms and subject to the restrictions and conditions set forth herein and as set forth in the Plan.

ARTICLE 2. VESTING OF AWARD UNITS.

2.1     Vesting. As of December 31, ______, ______, ______, ______ and ______ (each, a “Measurement Date”), this Award will vest and become the right to receive a number of shares of Common Stock equal to the Total Vesting Percentage (as defined below) multiplied by the number of Award Units subject to this Award; provided that the Grantee remains in the continuous employ or service with the Company or any subsidiary from the date hereof through each such Measurement Date. The “Total Vesting Percentage” is equal to the sum of (a) the percentage increase, if any, in Company’s diluted net income per share for the year being measured over the prior year, as reflected on Company’s audited financial statements for each such year, rounded to the nearest tenth of a percentage (the “Performance Vesting Percentage”), plus (b) five percentage points (the “Service Vesting Percentage”). The Award Units may vest until 5:00 p.m. (Mondovi, Wisconsin time) on December 31, 20__ (the “Final Measurement Date”). To the extent not vested as of the Final Measurement Date, the Grantee shall forfeit any non-vested Award Units. The Performance Vesting Percentage shall not exceed a cumulative total of 75%, and the Service Vesting Percentage shall not exceed a cumulative total of 25%. An example calculation has been provided as Exhibit A for illustrative purposes only.

2.2     Committee Adjustments to Vesting. The Committee may adjust the calculation of the Performance Vesting Percentage applicable to the Award Units to reflect any unusual or non-recurring events and other extraordinary items, the impact of charges for restructurings, discontinued operations and the cumulative effects of accounting or tax changes, each as defined by generally accepted accounting principles and as identified in the Company’s financial statements, notes to the financial statements, management’s discussion and analysis or other filings with the Securities and Exchange Commission by the Company.

2.3     Termination of Employment or Other Service. In the event that the Grantee’s employment or other service with the Company and all Subsidiaries is terminated for any reason, the Award Units that have not vested on or by such date will be terminated and forfeited.

2.4     Change in Control.

(a)     Impact of Change in Control. If any events constituting a Change in Control (as defined in the Plan) of the Company occur, and (i) the Company terminates the Grantee’s employment for any reason other than the Grantee’s death or Cause, or the Grantee terminates his or her employment with the Company for Good Reason, and (ii) such termination occurs either within the period beginning on the date of a Change in Control and ending on the last day of the 24th month that begins after the month during which the Change in Control occurs or prior to a Change in Control if the Grantee’s termination was either a condition of the Change in Control or was at the request or insistence of a person related to the Change in Control, then this Award will become immediately vested in full and the Grantee will automatically receive settlement or credit under Article 3 in cash for each Award Unit in an amount equal to the Fair Market Value (as defined in the Plan) of the Company’s Common Shares immediately prior to the effective date of such Change in Control of the Company.

(b)     Definition of Cause. If the Grantee is party to a Change in Control Severance Agreement with the Company, the term “Cause” shall be as defined in such Change in Control Severance Agreement. If the Grantee is not a party to a Change in Control Severance Agreement with the Company, the term “Cause” shall be as defined in the Plan.

(c)     Definition of Good Reason. If the Grantee is party to a Change in Control Severance Agreement with the Company, the term “Good Reason” shall be as defined in such Change in Control Severance Agreement. If the Grantee is not a party to a Change in Control Severance Agreement with the Company, the term “Reason” shall mean:

(i)     a material diminution in the Grantee’s authority, duties or responsibilities as an executive of the Company as in effect immediately prior to the Change in Control (other than, if applicable, any such change directly attributable to the fact that the Company is no longer publicly owned);

(ii)     a material diminution in the Grantee’s base compensation;

2

(iii)     a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Grantee reports as in effect immediately prior to the Change in Control, including any requirement that the Grantee report to a corporate officer or employee instead of reporting directly to the Board if the Grantee reported directly to the Board immediately prior to the Change in Control;

(iv)     a material diminution in the budget over which the Grantee retains authority;

(v)     a material change in the geographic location at which the Company requires the Grantee to be based as compared to the location where the Grantee was based immediately prior to the Change in Control; or

(vi)     any other action or inaction by the Company that constitutes a material breach of any employment agreement between the Company and the Grantee.

(vii)     An act or omission will not constitute a “good reason” unless the Grantee gives written notice to the Company of the existence of such act or omission within 90 days of its initial existence and the Company fails to cure the act or omission within 30 days after the notification.

2.5     Effects of Actions Constituting Cause. Notwithstanding anything in this Agreement to the contrary, in the event that the Grantee 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 Grantee’s employment with the Company or any Subsidiary, all rights of the Grantee under the Plan and this Agreement shall terminate and be forfeited without notice of any kind, including rights to vested Award Units.

ARTICLE 3. SETTLEMENT OF VESTED AWARD UNITS; issuance of shares of common stock.

3.1     Settlement. Except as may otherwise be provided in this Agreement, half of the vested Award Units will be paid to the Grantee by the March 15 immediately following a Measurement Date and half of the vested Award Units will be credited to the Grantee’s Discretionary Account under the Marten Transport, Ltd. Deferred Compensation Plan, as such plan may be amended from time to time, or any similar successor plan. Such Award Units will be paid to the Grantee in shares of Common Stock (such that one Award Unit equals one share of Common Stock), provided that any applicable tax obligation pursuant to Article 7 below and such issuance otherwise complies with all applicable law. Prior to the time the vested Award Units are settled, the Grantee will have no rights other than those of a general creditor of the Company. The Award Units represent an unfunded and unsecured obligation of the Company.

3.2     Deferral. Notwithstanding any of the foregoing or any other provision of this Agreement, in the event Grantee has properly elected to defer receipt of any shares of Common Stock in settlement of his or her vested Award Units under the Marten Transport, Ltd. Deferred Compensation Plan, as such plan may be amended from time to time, or any similar successor plan, Grantee will receive shares of Common Stock in accordance with the Grantee’s deferral election.

3

ARTICLE 4. RIGHTS AS A STOCKHOLDER.

The Grantee will have no rights as a stockholder, including the right to receive dividends, with respect to any of the Award Units until the Award Units are settled in shares of Common Stock after vesting, and such shares of Common Stock are issued to the Grantee or credited to the Marten Transport, Ltd. Deferred Compensation Plan.

ARTICLE 5. NONTRANSFERABILITY.

Neither this Award nor the Award Units acquired upon vesting may be transferred by the Grantee, 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 Award or the Award Units acquired upon vesting other than in accordance with this Agreement and the Plan will be null and void and will void this Award.

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 Grantee at any time, or (b) be evidence of any agreement or understanding, express or implied, that the Company will retain the Grantee 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 Grantee (or from other amounts which may be due and owing to the Grantee 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 granting, vesting, and settlement of this Award or otherwise incurred with respect to this Award, (b) withhold shares of Common Stock from the shares issued or otherwise issuable to the Grantee in connection with this Award, provided such action does not cause the Incentive Award to become subject to the requirements of Section 409A of the Code or (c) require the Grantee promptly to remit the amount of such withholding to the Company before the Settlement Date. In the event that the Company is unable to withhold such amounts, for whatever reason, the Grantee 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 Grantee 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. 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.

4

ARTICLE 8. performance-based compensation.

Any payment of Common Stock received for the vested Award Units is intended to be exempt from the provisions of 162(m) of the Internal Revenue Code as “performance-based” compensation, and no action will be taken which would cause such payment to fail to satisfy the requirements of such exemption.

ARTICLE 9. SUBJECT TO PLAN.

9.1     Terms of Plan Prevail. The Award and the Award Units granted pursuant to this Agreement have been granted 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 Grantee 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 in 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 hereto.

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 law provisions.

10.3     Entire Agreement. This Agreement and the Plan set forth the entire agreement and understanding of the parties hereto with respect to the granting, vesting, and settlement of this Award and the administration of the Plan and supersede all prior agreements, arrangements, plans and understandings relating to the granting, vesting, and settlement of this Award 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.

5

10.6     Counterparts. For the 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 Performance Unit Award Agreement effective the day and year first above written.

Marten Transport, Ltd.

By

Its 

GRANTEE

6

EXHIBIT A

Example (for illustrative purposes only): For this example, please make the following assumptions: the first Measurement Date begins on December 31, 2015, the Award grant was for 1,000 Award Units, and the Grantee was continuously employed by the Company. In this example, the Company will provide the Grantee directly with 450 shares of Common Stock and will credit 450 shares of Common Stock to the Grantee’s Discretionary Account under the Marten Transport, Ltd. Deferred Compensation Plan for a total of 900 shares of Common Stock. Vested Award Units will be paid in shares of Common Stock or credited to the Deferred Compensation Plan by the March 15 immediately following the Measurement Date.

Year	Diluted EPS		Diluted EPS Change Year over Year			Performance Vesting Percentage			Service Vesting Percentage			Total Vesting Percentage			Vested Award Units
Base Year
December 31, 2014	$	1.00	N/A			N/A			N/A			N/A			N/A
Vesting Years
December 31, 2015	$	1.20		20	%		20	%		5	%		25	%		250
December 31, 2016	$	1.20		0	%		0	%		5	%		5	%		50
December 31, 2017	$	1.00		(16	%)		0	%		5	%		5	%		50
December 31, 2018	$	1.20		20	%		20	%		5	%		25	%		250
December 31, 2019	$	1.50		25	%		25	%		5	%		30	%		300
	Total:			49	%*		65	%		25	%		90	%		900

*Cumulative change from Base Year.

7

EX-99.1

Exhibit 99.1