MARTEN TRANSPORT LTD (Form: 8-K, Received: 03/08/2011 17:01:28)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

March 2, 2011

MARTEN TRANSPORT, LTD.

(Exact name of registrant as specified in its charter)

Delaware	0-15010	39-1140809
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

129 Marten Street Mondovi, Wisconsin	54755
(Address of principal executive offices)	(Zip Code)

(715) 926-4216

(Registrant’s telephone number, including area code)

Not applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5 – Corporate Governance and Management.

Item 5.02(e). Compensatory Arrangements of Certain Officers.

Executive Officer Performance Incentive Plan

On March 2, 2011, Marten Transport, Ltd.’s Compensation Committee of the Board of Directors approved and adopted the Executive Officer Performance Incentive Plan. The plan provides for cash bonuses in varying percentages of annual base compensation to the executive officers selected by the Compensation Committee if the diluted net income per share in the award year is 110% or more of the diluted net income per share in the prior year. The award will be an amount equal to the percentage increase in the award year’s diluted net income per share over the prior year’s diluted net income per share multiplied by the executive officer’s base salary in the calendar year in which the bonus award is calculated. The award year’s diluted net income per share is the company’s diluted net income per share, determined in accordance with generally accepted accounting principles, prior to accounting for the aggregate value of vesting performance unit awards, the aggregate value of the cash bonus awards under the plan and the related tax effects for the award year. The prior year’s diluted net income per share is the company’s diluted net income per share, as reported in its audited financial statements, for the prior year. The company’s Compensation Committee also has the discretion to adjust the diluted net income per share for the award year and the prior year to account for extraordinary items affecting the diluted net income per share. The company’s Compensation Committee will make an annual determination of the executive officer participants in the plan.

The foregoing description of the Executive Officer Performance Incentive Plan is qualified in its entirety by reference to the Executive Officer Performance Incentive Plan, a copy of which is attached to this report as Exhibit 10.1.

Removal of Tax Gross-up Provisions

On March 2, 2011, the company’s Compensation Committee approved and adopted a second amendment to the amended and restated change in control severance agreement between the company and each named executive officer. The amendment removes all tax gross-up provisions from the amended and restated change in control severance agreement. The foregoing description of the second amendment to the amended and restated change in control severance agreement is qualified in its entirety by reference to the form of the second amendment, a copy of which is attached to this report as Exhibit 10.2.

Also on March 2, 2011, the company’s Compensation Committee terminated the company’s practice of paying, on behalf of its executive officers, the income taxes related to such officer’s taxable income for use of corporate aircraft and personal transportation for combined business/personal use.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired .

Not Applicable.

(b) Pro Forma Financial Information .

Not Applicable.

(d) Exhibits .

Exhibit No.		Description

10.1		Executive Officer Performance Incentive Plan

10.2		Form of Second Amendment to Amended and Restated Change in Control Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MARTEN TRANSPORT, LTD.

Dated: March 8, 2011	By:	/s/ James J. Hinnendael
		James J. Hinnendael
		Its: Chief Financial Officer

MARTEN TRANSPORT, LTD.

FORM 8-K

INDEX TO EXHIBITS

Exhibit No.		Description

10.1		Executive Officer Performance Incentive Plan

10.2		Form of Second Amendment to Amended and Restated Change in Control Agreement

Exhibit 10.1

MARTEN TRANSPORT, LTD.

EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN

GENERAL

Plan Purpose. In an effort to maintain a position of leadership in the highly competitive business segments in which Marten Transport, Ltd. (the “Company”) competes, it is necessary to promote the financial interests of the Company and its Subsidiaries, including its growth, by attracting and retaining highly qualified executive officers possessing outstanding ability, motivating such executives by means of performance related incentives, and providing incentive compensation opportunities which are competitive with those of similar corporations. The Marten Transport, Ltd. Executive Officer Performance Incentive Plan (the “Plan”) is designed to assist the Company in attaining these objectives.

Cash Bonus Plan. The Plan is a cash bonus plan and is not intended to be (and shall not be construed and administered as) a deferred compensation plan or an employee benefit plan within the meaning of ERISA. Bonus Awards under this Plan are intended to be discretionary and shall not constitute a part of an employee’s regular rate of pay for any purpose.

Term . The provisions of the Plan shall continue indefinitely subject to termination by the Company; however, the Committee shall, in its sole and absolute discretion, determine each year whether Bonus Awards will be granted for such year.

Definitions . Unless the context requires otherwise, the following terms when used with initial capitalization have the following meanings:

Award Year - The calendar year for which Bonus Awards, if any, are calculated under the Plan.

Award Year Diluted Net Income per Share - The Company’s diluted net income per share, determined in accordance with generally accepted accounting principles, prior to accounting for the aggregate value of vesting Performance Unit Awards, the aggregate value of the Bonus Awards and the related tax effects for the Award Year.

Base Salary - The annual base compensation paid to a Participant for an Award Year and base pay not paid during the Award Year as a result of an earnings reduction election under a Code section 125 cafeteria plan or any deferred compensation plan or other arrangement.

Board - The Board of Directors of the Company.

Bonus Award - The cash bonus payable to a Participant as determined under Section III.A., subject to the terms of the Plan.

Code - The Internal Revenue Code of 1986, as from time to time amended including any related regulations.

Committee - The Compensation Committee of the Board.

Company - Marten Transport, Ltd.

Designated Subsidiary - A subsidiary of the Company that has been designated by the Committee from time to time, in its sole and absolute discretion, as eligible to participate in the Plan.

Eligible Employee - Each Executive Officer of the Company or a Designated Subsidiary who has completed at least one year of continuous service as of December 31 of an Award Year and is employed by the Company or a Designated Subsidiary as of December 31 of an Award Year.

Employer - The Company and any Designated Subsidiary.

ERISA - The Employee Retirement Income Security Act of 1974, as from time to time amended, including any related regulations.

Executive Officer - Each executive officer of the Company who has been elected an executive officer, within the meaning of the rules of the Securities and Exchange Commission, by the Board.

Participant - Each Eligible Employee who is designated as a Participant for an Award Year by the Committee.

Performance Unit Awards - The Company’s outstanding performance unit awards granted from time to time by the Board.

Plan - The Marten Transport, Ltd. Executive Officer Performance Incentive Plan, as evidenced by this written instrument as may be amended from time to time.

Prior Year Diluted Net Income per Share - The Company’s diluted net income per share, as reported in its audited financial statements, for the Prior Year.

Subsidiary - Any entity, corporate or otherwise, in which the Company, directly or indirectly, owns or controls a greater than 50% interest.

II.	PARTICIPATION

Participants . Participants will be determined annually by the Committee from among the Company’s Eligible Employees. Designation as a Participant will apply only for the Award Year for which the designation is made and may include a partial year.

Termination of Employment . In order to be entitled to receive a payment for Bonus Award for an Award Year, a Participant must be actively and continuously employed for at least one year through December 31 of the Award Year for which the Bonus Award is paid; however, the Committee may, in its sole and absolute discretion, pay a Bonus Award to a Participant who has terminated employment prior to December 31 of the relevant Award Year.

III.	COMPUTATION AND PAYMENT OF BONUS AWARDS

Formula Bonus. Each Participant will be eligible to earn a Bonus Award if the Award Year Diluted Net Income per Share is 110% or more of the Prior Year Diluted Net Income per Share. The Bonus Award for each Participant will be an amount equal to (a) the percentage increase in the Award Year Diluted Net Income per Share over the Prior Year Diluted Net Income per Share (subject to the increase being at least 10%), multiplied by (b) his or her Base Salary.

Committee’s Discretion. The Committee may, in its sole and absolute discretion, adjust Award Year Diluted Net Income per Share and Prior Year Diluted Net Income per Share at any time during or after an Award Year to account for extraordinary items affecting diluted net income per share.

Cash Payment. Payment of a Bonus Award will be made in cash as soon as practicable following the end of the Award Year, without interest, but in any event by the March 15 following the end of the Award Year.

Withholding Taxes. Notwithstanding any of the foregoing provisions, the Employer shall withhold from any payment to be made hereunder such amounts as it reasonably determines it may be required to withhold under any applicable federal, state or other law, and transmit such withheld amounts to the appropriate authorities.

Payment in Event of Incapacity . If any individual entitled to receive any payment under the Plan is, in the judgment of the Committee, physically, mentally or legally incapable of receiving or acknowledging receipt of the payment, and no legal representative has been appointed for the individual, the Committee may (but is not required to) cause the payment to be made to any one or more of the following as may be chosen by the Committee; the institution maintaining the individual; a custodian for the individual under the Uniform Transfers to Minors Act of any state; or the individual’s spouse, child, parent, or other relative by blood or marriage. The Committee is not required to see to the proper application of any such payment, and the payment completely discharges all claims under the Plan against the Company, and the Plan to the extent of the payment.

Payment in the Event of Death . Distribution to a deceased Participant will be made to the Participant’s heirs determined pursuant to the applicable laws of inheritance or descent.

IV.	PLAN ADMINISTRATION

Plan Administration . The Committee or its delegate has the authority and responsibility to manage and control the general administration of the Plan. This Plan is not intended to modify or limit the powers, duties or responsibilities of the Committee as set forth under the Charter for the Committee as adopted by the Board from time to time. Determinations, decisions and actions of the Committee, in connection with the construction, interpretation, administration, or application of the Plan will be final, conclusive, and binding upon any Participant and any person claiming under or through the Participant. No employee of an Employer, any member of the Board, any delegate of the Board, or any member of the Committee will be liable for any determination, decision, or action made in good faith with respect to the Plan or any Bonus Award made under the Plan.

Compensation Committee . The Compensation Committee has the sole authority and responsibility to establish the amount of any Bonus Award payable to any Participant.

V.	AMENDMENT OR TERMINATION

The Plan may at any time be amended, modified, or terminated, as the Committee in its sole and absolute discretion determines. Such amendment, modification, or termination of the Plan will not require the consent, ratification, or approval of any party, including any Participant.

VI.	MISCELLANEOUS

Non-Assignability . A Participant’s rights and interests in and to payment of any Bonus Award under the Plan may not be assigned, transferred, encumbered or pledged other than by will or the laws of descent and distribution; and are not subject to attachment, garnishment, execution or other creditor’s processes.

No Contract of Employment . Neither the Plan, nor any Bonus Award, constitutes a contract of employment, and participation in the Plan will not give any employee the right to be retained in the service of the Company or any Subsidiary or continue in any position or at any level of compensation.

Controlling Law . This Plan and all determinations made and actions taken pursuant hereto to the extent not preempted by federal laws, will be governed and construed by the internal laws of the State of Wisconsin, except its laws with respect to choice of law.

Unfunded, Unsecured Obligation. A Participant’s only interest under the Plan shall be the right to receive either a cash payment for a Bonus Award pursuant to the terms of the Bonus Award and the Plan. No portion of the amount payable to a Participant under this Plan shall be held by the Company or any Subsidiary in trust or escrow or any other form of asset segregation. To the extent that a Participant acquires a right to receive a cash payment under the Plan, such right shall be no greater than the right of any unsecured, general creditor of the Company, and no trust in favor of any Participant will be implied.

Exhibit 10.2

SECOND AMENDMENT TO AMENDED AND RESTATED

CHANGE IN CONTROL SEVERANCE AGREEMENT

This Second Amendment (this “ Amendment ”) is made and entered into as of March 2, 2011 (the “ Effective Date ”), by and between Marten Transport, Ltd., a Delaware corporation, (the “ Company ”), located at 129 Marten Street, Mondovi, Wisconsin 54755 and , an individual residing at (the “ Executive ”).

RECITALS

WHEREAS, the Company and the Executive entered into an Amended and Restated Change in Control Severance Agreement, dated as of August 13, 2007, as amended by the First Amendment to Amended and Restated Change in Control Severance Agreement, dated as of February 26, 2009 (the “ Severance Agreement ”);

WHEREAS, pursuant to the Severance Agreement, the Company agreed to pay or reimburse the Executive for tax liability incurred in connection with certain benefits (“ Tax Gross-Ups ”); and

WHEREAS, the parties desire to amend the Severance Agreement to eliminate all Tax Gross-Ups.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Executive’s continued employment with the Company and benefits to the Executive under the Severance Agreement, the Severance Agreement is hereby amended as follows:

Amendments .

A. Section 2 of the Severance Agreement is hereby amended to delete subsection (e) in its entirety.

B. Section 3 of the Severance Agreement is hereby deleted in its entirety and replaced with the following:

“3. RESERVED”

No Other Amendment and Definitions . Except as set forth herein, the Severance Agreement shall remain in full force and effect in accordance with its terms. All capitalized terms that are not defined herein shall be as defined in the Severance Agreement.

Counterparts . This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement. Facsimile execution and delivery of this Amendment shall be legal, valid and binding execution and delivery for all purposes.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

MARTEN TRANSPORT, LTD.		EXECUTIVE


By: ___________________________		_______________________________
Randolph L. Marten Chief Executive Officer		[NAME]