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 ent