NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT

Exhibit 99.2

Form of Restricted Stock Agreement

under the

Forward Air Corporation 2006 Non-Employee Director Stock Plan

NON-EMPLOYEE DIRECTOR

RESTRICTED STOCK AGREEMENT

This Agreement (this “ Agreement ”) evidences the award of ____________ restricted shares (each, an “ Award Share ,” and collectively, the “ Award Shares ”) of the Common Stock of Forward Air Corporation, a Tennessee corporation (the “ Company ”), granted to you, _______________________, effective as of _____________, ___ (the “ Grant Date ”), pursuant to the Forward Air Corporation 2006 Non-Employee Director Stock Plan (the “ Plan ”) and conditioned upon your agreement to the terms described below. All of the provisions of the Plan are expressly incorporated into this Agreement.

1.              Terminology . Capitalized words used in this Agreement not defined above are defined in the Glossary at the end of this Agreement.

(b)           So long as your Service with the Company is continuous from the Grant Date through the applicable date upon which vesting is scheduled to occur, one-third (1/3 ^rd ) of the Award Shares will vest and become nonforfeitable on [ For the Initial Award Shares: each of the respective dates of the Annual Meeting of Shareholders of the Company held in 2007, 2008 and 2009 at which directors are elected.][ For all other Award Shares : each of the dates that are twelve (12) months, twenty-four (24) months and thirty-six (36) months after the Grant Date. ]

(c)           If you die while in the Service of the Company or your Service terminates by reason of Disability, all of the Award Shares will become vested and nonforfeitable as of your death or such termination of Service.

(d)           To the extent not earlier vested or forfeited, all of the Award Shares will become vested and nonforfeitable on the date of, and immediately before, the occurrence of a Change in Control.

3.              Termination of Service . Unless otherwise determined by the Board or as specified herein, if your Service with the Company ceases for any reason other than death or Disability, all Award Shares that are not then vested and nonforfeitable will be immediately forfeited by you and transferred to the Company upon such cessation for no consideration.

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(a)           Until an Award Share becomes vested and nonforfeitable, it may not be sold, assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise), except by will or the laws of descent and distribution, and shall not be subject to execution, attachment or similar process.

(b)           Any attempt to dispose of any such Award Shares in contravention of the restrictions set forth in Section 4(a) of this Agreement shall be null and void and without effect. The Company shall not be required to (i) transfer on its books any Award Shares that have been sold or transferred in contravention of this Agreement or (ii) treat as the owner of Award Shares, or otherwise accord voting, dividend or liquidation rights to, any transferee to whom Award Shares have been transferred in contravention of this Agreement.

5.              Stock Certificates . You are reflected as the owner of record of the Award Shares as of the Grant Date on the Company’s books. The Company or an escrow agent appointed by the Board will hold in escrow the share certificates for safekeeping, or the Company may otherwise retain the Award Shares in uncertificated book entry form, until the Award Shares become vested and nonforfeitable. Until the Award Shares become vested and nonforfeitable, any share certificates representing such shares will include a legend to the effect that you may not sell, assign, transfer, pledge, or hypothecate the Award Shares. All regular cash dividends on the Award Shares held by the Company will be paid directly to you on the dividend payment date. As soon as practicable after vesting of the Award Shares, the Company will deliver a share certificate to you, or deliver shares electronically or in certificate form to your designated broker on your behalf, for such vested Award Shares. Upon the request of the Board, you shall deliver to the Company a stock power, endorsed in blank, with respect to any Award Shares that have been forfeited pursuant to this Agreement.

6.              Tax Election . You hereby acknowledge that you have been advised by the Company to seek independent tax advice from your own advisors regarding the availability and advisability of making an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, and that any such election, if made, must be made within 30 days of the Grant Date. You expressly acknowledge that you are solely responsible for filing any such Section 83(b) election with the appropriate governmental authorities, irrespective of the fact that such election is also delivered to the Company. You may not rely on the Company or any of its officers, directors or employees for tax or legal advice regarding this award. You acknowledge that you have sought tax and legal advice from your own advisors regarding this award or have voluntarily and knowingly foregone such consultation.

(a)            Stock Dividend, Stock Split and Reverse Stock Split . Upon a st