I.

GENERAL

A.

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. Second Amended and Restated Executive Officer Performance Incentive Plan (the “Plan”) is designed to assist the Company in attaining these objectives.

B.

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.

C.

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 and the amount of any Bonus Award for a Participant.

D.

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

II.

PARTICIPATION

A.

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.

B.

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

A.

Bonus Pool . The Bonus Pool will be established only if the percentage increase in the Award Year Net Income over the Net Income Goal is at least 5%. Subject to the foregoing, the Committee, in its sole and absolute discretion, shall determine the amount of the Bonus Award, if any, payable from the Bonus Pool to each Participant, and the Committee shall not be required to allocate the full Bonus Pool among the Participants.

B.

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

C.

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.

D.

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.

E.

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.

F.

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

A.

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.

B.

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

VI.

MISCELLANEOUS

A.

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.

B.

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.

C.

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.

D.

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.