Exhibit 10.2
NON-STATUTORY STOCK OPTION
AGREEMENT
THIS AGREEMENT is entered into and
effective as of ,
200 (the “Date of Grant”), by and
between Marten Transport, Ltd. (the ”Company”) and
(the
“Optionee”).
A.
The Company has adopted the Marten Transport, Ltd. 2005 Stock
Incentive Plan (the “Plan”), authorizing the Board of
Directors of the Company, or a committee as provided for in the
Plan (the Board or such a committee to be referred to as the
“Committee”), to grant non-statutory stock options to
employees, consultants, advisors and independent contractors of the
Company and its Subsidiaries.
B.
The Company desires to give the Optionee an inducement to acquire a
proprietary interest in the Company and an added incentive to
advance the interests of the Company by granting to the Optionee an
option to purchase shares of common stock of the Company pursuant
to the Plan.
Accordingly, the parties agree as
follows:
ARTICLE 1. GRANT OF
OPTION .
The Company hereby grants to the
Optionee the option (the “Option”) to purchase
( ) shares (the “Option Shares”)
of the Company’s common stock, $0.01 par value (the
“Common Stock”), according to the terms and subject to
the conditions hereinafter set forth and as set forth in the
Plan. The Option is not intended to be an “incentive
stock option,” as that term is used in Section 422 of the
Internal Revenue Code of 1986, as amended (the
“Code”).
ARTICLE 2. OPTION EXERCISE
PRICE .
The per share price to be paid by
Optionee in the event of an exercise of the Option will be
$ .
ARTICLE 3. DURATION OF
OPTION AND TIME OF EXERCISE .
3.1
Initial Period of Exercisability . The Option will
become exercisable, on a cumulative basis, upon the Company’s
achievement of the operating ratios set forth below for any full
fiscal year beginning with 2006 and ending with 2010. The
operating ratio will be the percentage that the Company’s
operating expenses, prior to the effect of performance-based stock
option compensation expense and any other expense determined by the
Committee, bears to the Company’s operating revenue set forth
in the Company’s audited financial statements for that
particular fiscal year. The operating ratio will be
determined for each fiscal year on the date the Company’s
Form 10-K is filed with the Securities and Exchange
Commission.
|
Operating Ratio
|
|
Vesting Percentage
|
|
91.0%
|
|
25%
|
|
90.5%
|
|
25%
|
|
90.0%
|
|
25%
|
|
89.5%
|
|
25%
|
The Option will continue to vest so
long as the Optionee remains continuously employed by the Company.
This Option will remain exercisable as to all vested unexercised
Option Shares until 5:00 p.m. (Mondovi, Wisconsin time) on the
tenth anniversary of the Date of Grant (“Time of
Termination”).
3.2
Termination of Employment or Other Service .
(a)
In the event that the Optionee’s employment or other service
with the Company and all Subsidiaries is terminated by reason of
the Optionee’s death, Disability or Retirement, this Option
will remain exercisable to the extent exercisable as of such
termination for a period of one year after such termination (but in
no event will this Option be exercisable after the Time of
Termination).
(b)
In the event the Optionee’s employment or other service with
the Company and all Subsidiaries is terminated for any reason other
than death, Disability or Retirement, all rights of the Optionee
under the Plan and this Agreement will immediately terminate
without notice of any kind, and this Option will no longer be
exercisable; provided, however that if such termination is due to
any reason other than termination by the Company or any Subsidiary
for Cause, this Option will remain exercisable to the extent
exercisable as of such termination for a period of three months
after such termination (but in no event will this Option be
exercisable after the Time of Termination).
3.3
Change in Control . If any events constituting a Change in
Control (as defined in the Plan) of the Company occur, then, if
this Option has been outstanding for at least six months, this
Option will become immediately exercisable in full and will remain
exercisable until the Time of Termination. In addition, if a
Change in Control of the Company occurs, the Committee, in its sole
discretion and without the consent of the Optionee, may determine
that the Optionee will receive, with respect to some or all of the
Option Shares, as of the effective date of any such Change in
Control of the Company, cash in an amount equal to the excess of
the Fair Market Value (as defined in the Plan) of such Option
Shares immediately prior to the effective date of such Change in
Control of the Company over the option exercise price per share of
this Option (or, in the event that there is no excess, this Option
may be terminated).
3.4
Effects of Actions Constituting Cause .
Notwithstanding anything in this Agreement to the contrary, in the
event that the Optionee is determined by the Committee, acting in
its sole discretion, to have committed any action which
would
2
constitute Cause, irrespective of
whether such action or the Committee’s determination occurs
before or after termination of the Optionee’s employment with
the Company or any Subsidiary, all rights of the Optionee under the
Plan and this Agreement shall terminate and be forfeited without
notice of any kind.
ARTICLE 4. MANNER OF OPTION
EXERCISE
4.1
Notice . This Option may be exercised by the Optionee
in whole or in part from time to time, subject to the conditions
contained in the Plan and in this Agreement, by delivery, in
person, by facsimile or el
