ABC/DTC/ABF Long-Term (3-Year) Incentive Compensation Plan ? Total

Exhibit 10.15

ABC/DTC/ABF
Long-Term (3-Year) Incentive Compensation Plan — Total

Pursuant to the Arkansas Best Corporation (“ABC” or “Company”) 2005 Ownership Incentive Plan, the Company’s Board of Directors Compensation Committee (the “Compensation Committee”) has adopted the “Long-Term Incentive Compensation Plan — Total” (“Total Plan”) and has determined that the Total Plan will include the following prorated portions for the three-year period beginning [___] and ending [___]:

The ROCE Portion weighting and Growth Portion weighting are determined by the Compensation Committee for each Measurement Period.

I. Defined Terms

Base Salary. Base Salary for participants other than Executive Officers is defined as total base salary paid, while an eligible participant in the Plan, for the Measurement Period divided by the number of months in the Measurement Period multiplied by twelve. Base Salary is not reduced by any voluntary salary reductions or any salary reduction contributions made to any salary reduction plan, defined contribution plan or other deferred compensation plans of the Company, but does not include any payments under the Plan, any stock option or other type of equity plan, or any other bonuses, incentive pay or special awards.

Base Salary for Executive Officers. Base Salary for Executive Officers (Executive Officer for this purpose is defined an employee who, as of the last day of the applicable Plan Year, is covered by the compensation limitations of Code Section 162(m) or the regulations issued thereunder) is defined as total base salary paid, while an eligible participant in the Plan, for the Measurement Period divided by the number of months in the Measurement Period multiplied by twelve, but in no event shall the Base Salary for an Executive Officer exceed the monthly base salary for the Executive Officer as most recently approved by the Compensation Committee as of the end of the day on which the Plan is approved for the Measurement Period, multiplied by twelve, multiplied by 150%. Base Salary is not reduced by any voluntary salary reductions or any salary reduction contributions made to any salary reduction plan, defined contribution plan or other deferred compensation plans of the Company, but does not include any payments under the Plan, any stock option or other type of equity plan, or any other bonuses, incentive pay or special awards.

Cause. Cause shall mean (i) Participant’s gross misconduct or fraud in the performance of Participant’s duties to the Company or any Subsidiary; (ii) Participant’s conviction or guilty plea or pleas of nolo contendere with respect to any felony or act of moral turpitude; (iii) Participant’s engaging in any material act of theft or material misappropriation of Company or any Subsidiary’s property, or (iv) Participant’s material breach of the Company’s Code of Conduct, as such Code may be revised from time to time.

Disability. Disability shall mean a condition under which the Participant either (A) is unable to engage in any substantial gainful activity by reason of medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, or (B) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than three months under an accident or health plan covering employees of the Company or any Subsidiary.

Good Reason. Good Reason shall mean (i) any material adverse diminution in Participant’s title, duties, or responsibilities; (ii) a reduction in Participant’s base salary or employee benefits (including reducing Participant’s level of participation or bonus award opportunity in the Company’s or a Subsidiary’s incentive compensation plans)

Arkansas Best Corporation.
[___] Long-Term Incentive Compensation Plan

or (iii) a relocation of Participant’s principal place of employment of more than 50 miles without the prior consent of Participant.

Measurement Period. The Measurement Period is [___] to [___].

Retirement. Retirement shall mean Participant’s retirement from active employment by or service with the Company or Subsidiary at or after age 55 or greater, so long as the Participant has, as of the date of such retirement, at least 10 years of service with the Company or any Subsidiary.

The Committee has set the maximum award that any individual may earn under this “Long-Term Incentive Compensation Plan — Total” for the Measurement Period at $2 million.

The terms of the Long-Term Incentive Compensation Plan — ROCE Portion and the Long-Term Incentive Compensation Plan — Growth Portion are incorporated into the Long-Term Incentive Compensation Plan.

II. Participants

Participants in the Total Plan are the following job positions (who are not active participants in ABC or a Subsidiary’s Supplemental Benefit Plan or Deferred Salary Agreement program) and other job positions or key employees as may be specifically approved by the Compensation Committee from time-to-time:

An employee may not become a Participant after the 12 ^th month of the Measurement Period.

Arkansas Best Corporation.
[___] Long-Term Incentive Compensation Plan

III. 2005 Ownership Incentive Plan

Defined terms in the 2005 Ownership Incentive Plan shall have the same meaning in this Total Plan, except where the context otherwise requires.

No term or provision in this Total Plan may conflict with any term or provision of the 2005 Ownership Incentive Plan. It is specifically intended that the Total Plan, ROCE Portion and Growth Portion be an “Award Agreement” and the benefits paid hereunder be an “Award” under the terms of the 2005 Ownership Incentive Plan.

Arkansas Best Corporation.
[___] Long-Term Incentive Compensation Plan

ABC/DTC/ABF
Long-Term (3-Year) Incentive Compensation Plan — ROCE Portion

The Arkansas Best Corporation Board of Directors Compensation Committee has adopted this ROCE Portion of the Total Plan (“ROCE Portion”), including the following Individual Award Opportunities, Performance Measures and Participants for Arkansas Best Corporation, Data-Tronics Corp. and ABF Freight System, Inc. (“ABF”) for the three-year period beginning [___] and ending [___].

I. Individual Award Opportunities

The Individual Award Opportunities provided by this ROCE Portion are based on (a) achieving certain levels of performance for ABC’s consolidated Return on Capital Employed (“ROCE”) and (b) your Incentive Award Salary Factor. The formula below illustrates how your benefit is computed:

Your Benefit = [Performance Factor Earned x Your Incentive Award Salary Factor x Your Base Salary x ROCE Portion Weighting]. If your job position changes during the Measurement Period, your Benefit will be prorated based on the period you are an eligible participant in the Plan, the applicable Performance Factor Earned, Your Incentive Award Salary Factor and Your Base Salary assigned to each of the eligible Job Positions listed in the Total Plan, which you held during the Measurement Period. If you die, are Disabled or Retire as provided for under Section V below, your Benefit will be prorated by the number of months of the Measurement Period you participated in the ROCE Portion.

II. Performance Measure

ROCE for ABC is calculated as the following ratio for the Measurement Period:

Net Income + After-tax Effect of Interest Expense + After-tax Effect of Imputed Interest Expense
Average Equity + Average Debt + Average Imputed Debt

Divided by 3

“Net Income” for the ROCE calculation is net income for the Measurement Period determined in accordance with Generally Accepted Accounting Principles after taking into account the Section III Required Adjustments, except that: