Exhibit 10.19
MARTEN TRANSPORT,
LTD.
2009 NON-DRIVER EMPLOYEE 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 non-driver
employees possessing outstanding ability, motivating such employees
by means of performance related incentives, and providing incentive
compensation opportunities which are competitive with those of
similar corporations. The Marten Transport, Ltd. 2009
Non-driver Employee 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.
Effective
Date; Term . The provisions of the
Plan are effective as of January 1, 2009 and shall continue
until the Committee shall, in their sole and absolute discretion,
determine whether Bonus Awards will be granted for the Award Year,
subject to earlier termination by the Company.
D.
Definitions
. Unless
the context requires otherwise, the following terms when used with
initial capitalization have the following meanings:
Award Year
— Calendar year
2009.
Base Salary
— The annual base compensation
paid to a Participant for the Award Year and base pay not paid
during the Award Year as a result of an earnings reduction election
under any deferred compensation plan or any other
arrangement.
Board — The Board of Directors of the
Company.
Bonus Award
— The cash bonus payable to a
Participant as determined under Section III, 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.
Director — Each director level employee of the
Company or a Designated Subsidiary.
Eligible Employee
— Each non-driver
employee of the Company or a Designated Subsidiary who is employed
by the Company or a Designated Subsidiary on the date of the Bonus
Award grant.
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 as an executive officer, within
the meaning of the rules of the Securities and Exchange
Commission, by the Board.
Non-Driver Employee
— Each non-driver
employee of the Company or a Designated Subsidiary who is not an
Executive Officer or a Director.
Participant
— Each Eligible Employee who
is designated as a Participant for the Award Year by the
Committee.
Plan — The Marten Transport, Ltd. 2009
Non-driver Employee Bonus Plan, as evidenced by this written
instrument as may be amended from time to time.
Senior Management
—The executive officer group
led by the President, with the concurrence of the Chief Executive
Officer.
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 apply only for the Award Year.
B.
Termination of
Employment . In order to be
entitled to receive a payment for a Bonus Award for the Award Year,
a Participant must be employed by the Company or a Designated
Subsidiary
