Exhibit 10.19.4
2009 DECLARATION OF AMENDMENT
TO
PHANTOM STOCK PLAN
THIS 2009 DECLARATION OF AMENDMENT,
is made effective as of the 18th day of May, 2009 by Old Dominion
Freight Line, Inc. (the “Company”), to the
Company’s Phantom Stock Plan, as amended and restated
effective January 1, 2009 (the “Plan”).
R E C I T A L S
:
WHEREAS, the Board of Directors of
the Company has deemed it advisable to amend Section 2.13 of
the Plan to permit the Administrator to establish the Fair Market
Value of the Company’s Common Stock by any method the
Administrator determines in good faith, including based on the
weighted average of the closing prices of the Company’s
common stock on the first, second and third trading days
immediately preceding the valuation date;
WHEREAS, the Company desires to
evidence such amendment by this Declaration of
Amendment.
NOW, THEREFORE, IT IS DECLARED that
upon approval of this Declaration of Amendment by the Board of
Directors on May 18, 2009, the Plan shall be and hereby is
amended as follows:
1. Amendment to
Section 2.13 . Section 2.13 (“Fair Market
Value”) of the Plan is hereby amended by deleting in its
entiret
