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EXHIBIT 4.4
FIRST AMENDMENT
TO
KNIGHT TRANSPORTATION,
INC.
AMENDED AND
RESTATED
2003 STOCK OPTION
PLAN
This First Amendment (the
“Amendment”) to the Knight Transportation, Inc. Amended
and Restated 2003 Stock Option Plan (the “Plan”) shall
be effective as of the 14 th day of February, 2007.
Recitals
:
A. The
Board of Directors of Knight Transportation, Inc. (the
“Company”) established the Plan in 1994 to attract and
retain its executives, directors and key employees.
B. The
Board of Directors has determined that it is in the best interests
of the Company to eliminate the automatic grant of stock options to
Independent Directors and to replace those with a restricted stock
grant.
C. The
Board of Directors has determined that it is in the best interests
of the Company to pay one-half of the Directors’ annual fees
in Company stock on the date of the Company’s Annual Meeting
of the Board of Directors occurring in May of each calendar
year.
D. The
Board of Directors has determined that it is in the best interests
of the Company to require that shares issued as Director
compensation not be sold by an individual while he or she is acting
as a Director.
E. Pursuant
to the authority granted in Section 8.16 of the Plan, the
Bo
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