USA Truck, Inc. Executive Team Incentive Plan revised January 28, 2009

USA Truck, Inc.

Executive Team Incentive Plan revised January 28, 2009

1.0 ESTABLISHMENT AND PURPOSE

The USA Truck, Inc. Executive Team Incentive Plan (the “Plan”) was approved by the Executive Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of USA Truck, Inc. (the “Company”) on January 28, 2009.

The Committee may apply the Plan to calculate remuneration for qualifying employees eligible for incentive payments pursuant to the terms of the Plan (“Participants”) beginning January 1, 2009 for the Company’s 2009 fiscal year. Thereafter, at the beginning of each fiscal year the Committee shall calculate remuneration for Participants pursuant to the Plan for the then-current fiscal year (each such fiscal year period to be referenced herein as a “Plan Year”).

The Plan is an integral part of USA Truck’s overall approach to performance-based compensation. The Plan’s objectives are to attract, retain and motivate key executive employees, to reward those executives for meeting or exceeding their performance targets, and to align the executive incentive awards with the Company’s long-term objective of creating and growing economic value for shareholders.

The Committee shall determine which positions within the Company are eligible for participation in the Plan. The Committee shall further determine each Plan Year which individual executives shall participate. The positions listed below are potentially eligible for participation (employees holding multiple positions listed below only qualify for participation in the Plan as if they held only one of the qualifying positions).

A Participant who, whether voluntarily or involuntarily, is terminated, demoted, transferred or otherwise ceases to qualify as a Participant pursuant to this Plan, including by virtue of death or disability, shall not be eligible to receive an incentive award for the Plan Year in which he or she ceased to qualify as a Participant unless the Committee determines, in its sole discretion, that such incentive award will be paid, in whole or in part.

The Company’s research has revealed that return on capital and earnings per share performance have had strong correlation with stock price appreciation in the transportation and logistics industry. Additionally, the Company has adopted The Five Points incentive Plan (representing the five points of the star in our Company logo) to reward non-driver employees when the Company reaches certain pre-determined operational goals. In light of the foregoing, this Executive Team Incentive Plan is designed, among other factors, to better align the Company’s executive management and shareholder interests by rewarding executive management for producing positive results in Return on Capital and Earnings Per Share; to better align executive management’s interests with those of the Company’s employees and customers by rewarding executive management for results in the Five Points metrics; and, to allow executive management to participate in the creation of shareholder wealth through consistent stock awards.

             3.1 Cash Incentive Awards

Participants are eligible for Cash Incentive Awards under the Plan if certain performance conditions are met.

3.1.1 Performance Measurements

In order to qualify to receive Cash Incentive Awards, the Plan requires Participants to achieve predetermined results in three carefully selected Performance Measurements:

(Total revenue – total operating expense) x (1-the effective tax rate)/weighted average of all balance sheet debt + weighted average stockholders’ equity)

Revenue per employee per week, on-time customer service, accidents per million miles, days of sales outstanding, driver turnover rate, miles per gallon, revenue per mile, freight velocity, empty miles, freight network yield, variable operating costs per mile, fixed operating costs per calendar day  

            3.1.2 Performance Targets

The Committee shall determine the Performance Targets for each category of Performance Measurement within the first 90 days of each calendar year. The Committee may consider, among other things, the Company’s operating plan for the Plan Year, the Company’s results for the previous year, general economic conditions within the industry and other subjective and quantitative factors as deemed necessary by the Committee.

3.1.3 Awards

Participants who qualify to receive a Cash Incentive Award will be paid in cash a percentage of their reference base salaries (as determined each year by the Committee) corresponding with the level of results achieved in each of the three Performance Measurements as set forth in the chart below.

For the Return on Capital and Earnings per Share Performance Measurements, Participants may earn 15% to 45% of their base salaries by achieving 70% to 130% of Performance Target, or such other amounts as may be determined by the Committee, in its discretion. For the Five Points Performance Measurement, Participants may earn 5% to 10% of their base salaries for achieving three to five of Performance Target goals.

NOTE: For purposes of Calculating Performance Measurements under the Plan, Return on Capital resu