<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LOGO]
Dear Stockholder:
You are cordially invited to attend the 1995 Annual Meeting of Stockholders
of Marten Transport, Ltd. The meeting will be held on Tuesday, May 2, 1995, at
4:00 p.m. local time, at the Holiday Inn, 2703 Craig Road, Eau Claire,
Wisconsin.
We suggest that you carefully read the enclosed Notice of Annual Meeting and
Proxy Statement.
We hope you will be able to attend the Annual Meeting. Whether or not you
plan to attend, we urge you to complete, sign, date and return the enclosed
proxy card in the enclosed envelope in order to make certain that your shares
will be represented at the Annual Meeting.
Very truly yours,
[SIG]
Randolph L. Marten
CHAIRMAN OF THE BOARD, PRESIDENT
AND CHIEF OPERATING OFFICER
April 5, 1995
<PAGE>
MARTEN TRANSPORT, LTD.
129 MARTEN STREET
MONDOVI, WISCONSIN 54755
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 2, 1995
------------------------
TO THE STOCKHOLDERS OF MARTEN TRANSPORT, LTD.:
The Annual Meeting of Stockholders of Marten Transport, Ltd. will be held on
Tuesday, May 2, 1995, at 4:00 p.m. local time, at the Holiday Inn, 2703 Craig
Road, Eau Claire, Wisconsin, for the following purposes:
1. To elect five directors to serve for the ensuing year or until their
successors are elected and qualified.
2. To consider and act upon a proposal to approve the Marten Transport, Ltd.
1995 Stock Incentive Plan.
3. To consider and act upon a proposal to ratify the selection of Arthur
Andersen & Co. as independent auditors of the Company for the fiscal year
ending December 31, 1995.
4. To transact such other business as may be properly brought before the
Annual Meeting or any adjournment thereof.
Only stockholders of record as shown on the books of the Company at the
close of business on March 24, 1995 will be entitled to vote at the Annual
Meeting or any adjournment thereof.
By Order of the Board of Directors
[SIG]
Mark A. Kimball
SECRETARY
April 5, 1995
<PAGE>
MARTEN TRANSPORT, LTD.
129 MARTEN STREET
MONDOVI, WISCONSIN 54755
------------------------
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
MAY 2, 1995
------------------------
INTRODUCTION
The Annual Meeting of Stockholders of Marten Transport, Ltd. (the "Company")
will be held on May 2, 1995, at 4:00 p.m. local time, at the Holiday Inn, 2703
Craig Road, Eau Claire, Wisconsin, or at any adjournment thereof, for the
purposes set forth in the Notice of Meeting.
A proxy card is enclosed for your use. You are solicited on behalf of the
Board of Directors to SIGN, DATE AND RETURN THE PROXY CARD IN THE ACCOMPANYING
ENVELOPE. No postage is required if mailed within the United States. The cost of
soliciting proxies, including the preparation, assembly and mailing of the
proxies and soliciting material, as well as the cost of forwarding such material
to the beneficial owners of the Company's common stock, par value $.01 per share
(the "Common Stock"), will be borne by the Company. Directors, officers and
regular employees of the Company may, without compensation other than their
regular compensation, solicit proxies by telephone, telegraph or personal
conversation. The Company may reimburse brokerage firms and others for expenses
in forwarding proxy material to the beneficial owners of Common Stock.
Any proxy given pursuant to this solicitation and received in time for the
Annual Meeting will be voted in accordance with the instructions given in such
proxy. Any stockholder giving a proxy may revoke it any time prior to its use at
the Annual Meeting by giving written notice of such revocation to the Secretary
of the Company. Written notice of revocation may be given prior to the Annual
Meeting, or a shareholder may appear at the Annual Meeting and give written
notice of revocation prior to use of the proxy.
The Company expects that this Proxy Statement, the Proxy and Notice of
Meeting will first be mailed to stockholders on or about April 5, 1995.
VOTING OF SHARES
Only holders of Common Stock of record at the close of business on March 24,
1995 will be entitled to vote at the Annual Meeting. On March 24, 1995 the
Company had 2,929,950 shares of Common Stock outstanding, each such share
entitling the holder thereof to one vote on each matter to be voted on at the
Annual Meeting. Holders of shares of Common Stock are not entitled to cumulative
voting rights.
The presence at the Annual Meeting, in person or by proxy, of the holders of
a majority of the outstanding shares of Common Stock (1,464,976 shares) is
required for a quorum for the transaction of business. In general, shares of
Common Stock represented by a properly signed and returned proxy card will be
counted as shares present at the Annual Meeting for purposes of determining a
quorum, without regard to whether the card reflects votes withheld from director
nominees or abstentions (or is
1
<PAGE>
left blank) or reflects a "broker non-vote" on a matter (I.E., a card returned
by a broker on behalf of its beneficial owner customer that is not voted on a
particular matter because voting instructions have not been received and the
broker has no discretionary authority to vote).
Because the five director nominees who receive the greatest number of votes
cast for the election of directors at the Annual Meeting will be elected as
directors, votes that are withheld from the election of director nominees will
be excluded entirely from the vote and will have no effect. Each of the other
proposals described in this Proxy Statement requires the approval of a majority
of the shares voting in person or by proxy on that proposal. Shares voted as
abstaining on any of these proposals will be treated as voting shares that were
not cast in favor of the proposal, and thus will be counted as votes against the
particular proposal. Shares represented by a proxy card including any broker
non-vote on a matter will be treated as shares not voting on that matter, and
thus will not be counted in determining whether that matter has been approved.
Shares of Common Stock represented by properly executed proxy cards will be
voted in accordance with the choices specified therein. Proxies that are signed
by stockholders but that lack any voting instructions will be voted in favor of
the election as directors of the nominees for director listed in this Proxy
Statement, in favor of the other proposals described in this Proxy Statement
and, with respect to any other business that may properly come before the Annual
Meeting, according to the discretion of the proxies named on the proxy card.
ELECTION OF DIRECTORS
PROPOSAL 1
NOMINATION
The Bylaws of the Company provide that the Board shall consist of at least
one member, or such other number as may be determined by the Board of Directors
or by the stockholders. The Board of Directors has determined that there will be
five directors of the Company elected at the Annual Meeting.
The Board of Directors has nominated five persons, each of whom are named
below. If elected, such individuals will serve until the next Annual Meeting of
Stockholders or until their successors are duly elected and qualified. All of
the nominees are members of the present Board of Directors and were elected at
last year's Annual Meeting of Stockholders.
The Board recommends a vote FOR the election of each of the nominees listed
below. The five nominees for election as directors at the Annual Meeting who
receive the greatest number of votes cast for the election of directors at the
meeting by the holders of the Common Stock entitled to vote at the meeting will
be elected as directors. If, prior to the Annual Meeting, the Board should learn
that any nominee will be unable to serve by reason of death, incapacity or other
unexpected occurrence, the proxies that would have otherwise been voted for such
nominee will be voted for a substitute nominee as selected by the Board.
Alternatively, the proxies may, at the Board's discretion, be voted for such
fewer number of nominees as results from such death, incapacity or other
unexpected occurrence. The Board has no reason to believe that any of the
nominees will be unable to serve at the time of the Annual Meeting. There are no
arrangements or understandings between any nominee and any other person pursuant
to which such nominee was selected.
2
<PAGE>
INFORMATION ABOUT NOMINEES
The following information has been furnished to the Company by the
respective nominees for director.
<TABLE>
<CAPTION>
NAMES OF NOMINEES AGE PRINCIPAL OCCUPATION DIRECTOR SINCE
----------------------- --- ------------------------------- -----------------
<S> <C> <C> <C>
Randolph L. Marten 42 Chairman of the Board, 1980
President and Chief Operating
Officer of Marten Transport,
Ltd.
Darrell D. Rubel 50 Executive Vice President, Chief 1983
Financial Officer, Treasurer
and Assistant Secretary of
Marten Transport, Ltd.
Arnold P. Schultz 65 Retired Superintendent of 1989
Schools, Goodhue, Minnesota
Larry B. Hagness 44 President, Durand Builders 1991
Service, Inc., Durand,
Wisconsin
Thomas J. Winkel 52 Management and Financial 1994
Consultant
</TABLE>
OTHER INFORMATION ABOUT NOMINEES
RANDOLPH L. MARTEN has been a full time employee of the Company since 1974.
Mr. Marten has been a Director of the Company since October 1980, its President
and Chief Operating Officer since June 1986 and its Chairman of the Board since
August 1993. Mr. Marten was Vice President of the Company from October 1980 to
June 1986.
DARRELL D. RUBEL has been a Director of the Company since February 1983, its
Chief Financial Officer since January 1986, its Treasurer since June 1986 and
its Executive Vice President since May 1993. Mr. Rubel was also Secretary of the
Company from June 1986 until August 1987 and Vice President from January 1986
until May 1993 and has been Assistant Secretary since August 1987.
ARNOLD P. SCHULTZ has been a Director of the Company since May 1989. Mr.
Schultz has been retired since 1984. From 1959 through 1984, Mr. Schultz was the
Superintendent of Schools for Goodhue, Minnesota.
LARRY B. HAGNESS has been a Director of the Company since July 1991. Mr.
Hagness has been the President of Durand Builders Service, Inc., a retail
lumber/home center outlet and general contractor, since 1978. Mr. Hagness has
been the Secretary/Treasurer of Main Street Graphics, a commercial printing
company, since 1985.
THOMAS J. WINKEL has been a Director of the Company since April 1994. Since
January 1994, Mr. Winkel has been a management and financial consultant. From
April 1990 to December 1993, Mr. Winkel was the majority owner, Chairman of the
Board, Chief Executive Officer and President of Road
3
<PAGE>
Rescue, Inc., a manufacturer of emergency response vehicles. From 1966 to 1990,
Mr. Winkel was a public accountant with Arthur Andersen & Co., and from 1985 to
1990 was Managing Partner of the St. Paul, Minnesota office. Mr. Winkel is also
a director of Featherlite Mfg. Inc.
ADDITIONAL INFORMATION ABOUT THE BOARD OF DIRECTORS
The Company's Board of Directors held six meetings and took action by
written consent three times during 1994. All of the directors attended 75% or
more of the meetings of the Board of Directors during 1994. In addition, a
special committee of the Board of Directors consisting of Mr. Schultz, Mr.
Hagness and Mr. Winkel met three times during 1994 and each of such committee
members attended all meetings.
The Board of Directors has established an Audit Committee and a Compensation
Committee, both of which currently consist of Mr. Schultz, Mr. Hagness and Mr.
Winkel. The Board of Directors has not established a Nominating Committee.
The Audit Committee provides assistance to the Board in satisfying its
fiduciary responsibilities relating to the accounting, auditing, operating and
reporting practices of the Company. The Audit Committee reviews the annual
financial statements of the Company, the selection and work of the Company's
independent auditors and the adequacy of internal controls for compliance with
corporate policies and directives. During 1994, the Audit Committee met two
times.
The Compensation Committee reviews general programs of compensation and
benefits for all employees of the Company and makes recommendations to the Board
concerning such matters as compensation to be paid to the Company's officers,
directors and key employees. The Compensation Committee also serves as the
disinterested committee administering the Company's Incentive Stock Option Plan,
Non-Statutory Stock Option Plan and the 1995 Stock Incentive Plan. During 1994,
the Compensation Committee met three times.
DIRECTOR COMPENSATION
The Company does not pay fees to directors who are full-time employees of
the Company or reimburse them for out-of-pocket expenses in connection with
attending Board or committee meetings. The Company generally pays directors who
are not full-time employees of the Company a fee of $500 for each Board or
committee meeting attended and reimburses them for out-of-pocket expenses
incurred while attending Board or committee meetings. In 1994, Arnold P. Schultz
received a total of $7,000, Larry B. Hagness received a total of $6,000 and
Thomas J. Winkel received a total of $7,000 in cash and other compensation for
serving on the Board. No other director received any cash compensation for
services as a director in 1994.
In addition, upon the initial election to the Board, each non-employee
director receives an option to purchase 10,000 shares of Common Stock under the
Company's Non-Statutory Stock Option Plan. These options have an exercise price
equal to the fair market value of one share of Common Stock on the date of grant
and become exercisable in equal installments of one-third of the total shares
subject to the option on each of the first three anniversaries of the date of
grant so long as the director remains a member of the Board of the Directors.
4
<PAGE>
PRINCIPAL STOCKHOLDERS AND BENEFICIAL OWNERSHIP OF MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the Common Stock of the Company as of March 24, 1995, unless
otherwise indicated, by each stockholder who is known by the Company to own
beneficially more than 5% of the outstanding Common Stock, by each director, by
each executive officer and by all directors and executive officers of the
Company as a group.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED(1)
----------------------------------
NAME AND ADDRESS PERCENT OF
OF BENEFICIAL OWNER AMOUNT CLASS
-------------------------------- --------------------- ----------
<S> <C> <C>
Estate of Roger R. Marten 880,100(2)(3) 30.0%
715 South Barstow Street
Eau Claire, WI 54702
Randolph L. Marten 855,000(3)(4) 29.2%
129 Marten Street
Mondovi, WI 54755
Heartland Advisors, Inc. 328,650(5) 11.2%
790 North Milwaukee Street
Milwaukee, WI 53202
Dimensional Fund Advisors Inc. 214,500(6) 7.3%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
FMR Corp. 160,400(7) 5.5%
82 Devonshire Street
Boston, MA 02109
Darrell D. Rubel 15,000(8) *
Arnold P. Schultz 1,000 *
Larry B. Hagness 10,300(9) *
Thomas J. Winkel 3,833(10) *
Timothy P. Nash 0 *
Franklin J. Foster 9,000(11) *
Robert G. Smith 3,000(12) *
Voin S. Long 0 *
All Directors and Executive 1,777,233(2)(3)(4)(13) 59.8%
Officers as a Group
(9 persons)
<FN>
------------------------
* Less than 1% of the outstanding shares.
</TABLE>
5
<PAGE>
<TABLE>
<S> <C>
(1) Unless otherwise noted, all of the shares are held by individuals
possessing sole voting and investment power with respect to the shares
shown. Shares not outstanding, but deemed beneficially owned by virtue of
the right of a person or member of a group to acquire them within 60 days
are treated as outstanding only when determining the amount and percent
owned by such person or group.
(2) Includes 880,100 shares placed into the Marten Voting Trust (the "Trust")
by Roger R. Marten pursuant to the terms of a Voting Trust Agreement dated
February 14, 1983, as amended (the "Voting Trust Agreement"). Under the
Voting Trust Agreement, Randolph L. Marten, Darrell D. Rubel and G. Scott
Nicastro have been appointed Trustees to vote all of the shares subject to
the Trust, except that without the consent of each beneficial owner of the
shares to be voted, the Trustees may not vote on any increase in the
authorized stock of the Company, the sale, lease or exchange of all or
substantially all of the assets of the Company, the consolidation or
merger of the Company with or into any other corporation or the
dissolution of the Company. Any action to be taken by the Trustees
pursuant to the Marten Voting Trust requires an affirmative vote of a
majority of the Trustees. The Voting Trust Agreement will expire on
December 31, 2012, unless earlier terminated by the Trustees or the
beneficial holders of all of the Common Stock held pursuant to the Trust.
Effective May 4, 1993, Randolph L. Marten, as subscriber, and Randolph L.
Marten, Darrell D. Rubel and G. Scott Nicastro, as trustees, entered an
Agreement Regarding Voting Trust Agreement, which becomes effective if the
Voting Trust Agreement terminates for any reason. This agreement covers
all shares owned by Randolph L. Marten on May 4, 1993 and any shares he
acquires after that date, contains the same provisions regarding the
voting of shares as the Voting Trust Agreement and also expires on
December 31, 2012.
(3) Roger R. Marten and Randolph L. Marten, (both as "Individual Stockholders"
and as "Voting Trustees"), the Company, and Darrell D. Rubel (as a "Voting
Trustee") entered into a Stock Restriction Agreement dated September 16,
1986, pursuant to which each of the Individual Stockholders agreed not to
voluntarily or involuntarily dispose of any of his shares of Common Stock
or interest under the Voting Trust Agreement (the "Shares") without the
written consent of the other Stockholder. If either Individual Stockholder
(or, in the case of Roger R. Marten, his estate) wishes to dispose of any
of his Shares, such stockholder must give first the other Individual
Stockholder and then the Company a right of first refusal to purchase the
Shares at the lower of the price offered by the proposed transferee or a
purchase price determined pursuant to the Stock Restriction Agreement.
Upon the bankruptcy of an Individual Stockholder or any levy against any
of the Shares, the Individual Stockholder must also give this right of
first refusal to the other Individual Stockholder and the Company.
(4) Represents 855,000 shares placed into the Marten Voting Trust, which is
described in Note (2) above, by Randolph L. Marten.
(5) Heartland Advisors, Inc. has reported in a Schedule 13G, dated February
15, 1995, filed with the Securities and Exchange Commission that it was
the beneficial owner of all such shares, possessing sole investment power
with respect to all such shares and sole voting power with respect to none
of the shares.
(6) Dimensional Fund Advisors Inc. has reported in a Schedule 13G, dated
January 31, 1995, filed with the Securities and Exchange Commission that
it was the beneficial owner of all such shares, possessing sole investment
power with respect to all such shares and sole voting power with respect
to 120,500 shares and that certain officers of Dimensional Fund Advisors
Inc. possess sole
</TABLE>
6
<PAGE>
<TABLE>
<S> <C>
voting power with respect to 91,200 of such shares in their capacities as
officers of DFA Investment Dimensions Group Inc. and 2,800 of such shares
in their capacities as officers of The Investment Trust Company.
(7) FMR Corp. has reported in a Schedule 13G, dated February 13, 1995, that
Fidelity Management & Research Company ("Fidelity"), its wholly owned
subsidiary, is the beneficial owner of all such shares through the
Fidelity Low-Priced Stock Fund (the "Fund"). The Board of Trustees of the
Fund has sole voting power with respect to such shares. The Fund, FMR
Corp. (through its control of Fidelity) and Edward C. Johnson 3rd
(Chairman of FMR Corp.) each have the sole power to dispose of the shares
owned by the Fund. Mr. Johnson and various Johnson family members and
trusts, by their stock ownership and the execution of a stockholder's
voting agreement, form a controlling group of FMR Corp.
(8) Does not include 1,735,100 shares placed into the Marten Voting Trust of
which Randolph L. Marten, Darrell D. Rubel and G. Scott Nicastro are
Trustees. See Notes (2) and (3) above. Consists of 15,000 shares that Mr.
Rubel has the right to acquire pursuant to outstanding stock options.
(9) Includes 10,000 shares that Mr. Hagness has the right to acquire pursuant
to outstanding options and 300 shares owned by his wife.
(10) Includes 3,333 shares that Mr. Winkel has the right to acquire pursuant to
outstanding options.
(11) Includes 9,000 shares that Mr. Foster has the right to acquire pursuant to
outstanding options.
(12) Includes 3,000 shares that Mr. Smith has the right to acquire pursuant to
outstanding options.
(13) Includes (a) 880,100 owned by the estate of Roger R. Marten (see Note (2)
above) and (b) an aggregate of 40,333 shares that directors and executive
officers have the right to acquire pursuant to outstanding options.
</TABLE>
7
<PAGE>
COMPENSATION AND OTHER BENEFITS
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth cash and non-cash compensation for each of
the last three fiscal years awarded to or earned by each of the executive
officers of the Company in 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-----------------------------------
OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (1) COMPENSATION (2)
--------------------------------- ---- -------- ------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
Randolph L. Marten 1994 $220,000 5,250 17,635 629
Chairman, President and 1993 150,000 6,750 17,529 633
Chief Operating Officer 1992 150,000 28,125 8,566 --
Darrell D. Rubel 1994 132,500 2,100 17,635 52,338
Executive Vice President, 1993 105,769 2,700 14,529 33,333
Chief Financial Officer 1992 60,000 9,095 8,062 --
and Treasurer
Timothy P. Nash 1994 135,000 3,850 485 1,134
Vice President of Sales 1993 113,539 4,950 -- 824
1992 110,000 20,625 -- --
Robert G. Smith 1994 105,000 2,972 2,400 1,104
Vice President of Operations 1993 87,642 3,821 -- 849
1992 84,900 14,249 -- --
Voin S. Long 1994 95,000 5,975 -- 767
Vice President of Information 1993 80,000 3,308 -- 612
Systems 1992 72,200 11,320 -- --
<FN>
------------------------
(1) Includes $3,000 for the fair market value of an automobile transferred to
Mr. Marten in 1993. All other reported compensation in the column for Mr.
Marten and Mr. Rubel consists of the value of vacations paid for by the
Company on behalf of these individuals in 1994, 1993 and 1992,
respectively. All reported compensation in the column for Mr. Nash and Mr.
Smith consists of reimbursement of personal travel expenses in 1994.
(2) The reported compensation for Mr. Darrell Rubel consists of amounts
credited to a deferred compensation account in 1993 and 1994, respectively.
See "Compensation and Other Benefits -- Employment Agreement." All other
reported compensation in the column consists of Company contributions to
the Company's 401(k) plan in 1994 and 1993.
</TABLE>
8
<PAGE>
OPTION GRANTS AND EXERCISES IN 1994
The following tables provide information for the year ended December 31,
1994 as to individual grants and exercises of options to purchase shares of the
Company's Common Stock by each of the named executive officers of the Company.
OPTION GRANTS IN 1994
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL
NUMBER OF % OF TOTAL RATES OF STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR OPTION
UNDERLYING GRANTED TO EXERCISE OR TERM (1)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION ------------------------
NAME GRANTED FISCAL YEAR ($/SH) DATE 5% 10%
----------------------- ----------- ------------- ------------ ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Randolph L. Marten -- -- -- -- -- --
Darrell D. Rubel -- -- -- -- -- --
Timothy P. Nash -- -- -- -- -- --
Robert G. Smith -- -- -- -- -- --
Voin S. Long 15,000 100% $17.50 7/28/04 $ 165,085 $ 418,357
<FN>
------------------------
(1) These amounts represent the total estimated value of the option at the end
of the option term assuming the market price of the Company's Common Stock
grows at the rate indicated (compounded annually) from the date of grant.
These amounts are based upon certain assumed rates of appreciation only.
Actual gains, if any, in stock option value are dependent upon future
performance of the Company's Common Stock, overall market conditions and
the continued employment of the executive with the Company. The amounts
represented in this table might not necessarily be achieved.
</TABLE>
AGGREGATE OPTION EXERCISES IN 1994
AND DECEMBER 31, 1994 OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF IN-THE-
UNEXERCISED OPTIONS AT MONEY OPTIONS
DECEMBER 31, AT DECEMBER 31,
SHARES ACQUIRED VALUE 1994 (EXERCISABLE/ 1994 (EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE) (1) UNEXERCISABLE) (2)
----------------------- ----------------- --------- ------------------------ ---------------------
<S> <C> <C> <C> <C>
Randolph L. Marten -- -- --/-- --/--
Darrell D. Rubel -- -- 15,000/-- $ 169,950/--
Timothy P. Nash 3,000 $ 44,250 --/3,000 --/$48,750
Robert G. Smith -- -- 3,000/12,000 $ 20,250/$81,000
Voin S. Long -- -- --/15,000 --/$37,500
<FN>
------------------------
(1) The exercise price may be paid in cash or, in the Compensation Committee's
discretion, in shares of the Company's Common Stock valued at fair market
value on the date of exercise.
(2) Based on the closing sale price on December 30, 1994 of $20.00, as reported
by NASDAQ National Market System.
</TABLE>
9
<PAGE>
EMPLOYMENT AGREEMENTS
On May 1, 1993, the Company entered into a ten-year Employment Agreement
with Darrell D. Rubel for the employment of Mr. Rubel as the Company's Executive
Vice President, Chief Financial Officer and Treasurer. The Company entered into
this Employment Agreement in order to retain the long-term services of Mr. Rubel
and to provide stability to the Company due to the failing health of Roger R.
Marten, who was the Company's Chief Executive Officer until his death in August
1993. Mr. Rubel is paid annual aggregate cash compensation of $180,000, $130,000
of which is currently paid in base salary and $50,000 of which is credited to a
deferred compensation account for Mr. Rubel. The Board of Directors may increase
but not decrease the base salary and/or the deferred compensation. The deferred
compensation is credited to a special account for Mr. Rubel in equal amounts of
$25,000 on June 30 and December 31 of each year, provided that Mr. Rubel is
employed by the Company on such dates. Beginning January 1, 1998 and for each
year thereafter, Mr. Rubel is entitled to designate a percentage of his total
compensation, not to exceed 40%, to be credited to the deferred account. The
balance credited to the deferred account vests at the rate of 20% per year
beginning on December 31, 1993 and on December 31 of each year thereafter. After
December 31, 1997, Mr. Rubel will have a fully vested interest in all amounts
credited to the deferred account. If the Company terminates the agreement prior
to its expiration without "cause" and for other than the death or disability of
Mr. Rubel, or Mr. Rubel terminates the agreement for "good reason," the Company
is obligated to pay Mr. Rubel a lump sum equal to (a) the present value of the
then current base salary for a period of five years and (b) the balance of the
deferred account, whether or not such amount had fully vested, plus an amount
equal to five times the then current annual amount that the Company would have
been obligated to credit to the deferred account. The agreement prohibits Mr.
Rubel from competing with the Company for a period of one year after termination
of his employment. The agreement also contains standard provisions requiring Mr.
Rubel to assign inventions to the Company and to keep the Company's proprietary
information confidential.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The functions of the Compensation Committee of the Board of Directors are to
(i) establish overall compensation policies for the Company that are consistent
with and linked to the Company's strategic objectives; (ii) assess the
performance of executive officers in developing and executing the Company's
strategic objectives; (iii) ensure that executive compensation is appropriate in
light of both individual and Company performance; and (iv) make recommendations
to the Board of Directors concerning the compensation of the Company's executive
officers, as well as other key employees.
The purposes of the Company's executive compensation policy as established
by the Compensation Committee are to attract, energize, reward and retain
executive officers and other key personnel who will consistently produce
superior results over the long term to provide value to the Company's
stockholders. The overall executive compensation program of the Company is
designed to (i) foster a "team" approach wherein officers and key employees with
differing functional responsibilities work together to achieve the Company's
overall strategic objectives; (ii) create a performance based environment with
variable compensation based upon the achievement of annual and long-term
business results; (iii) focus management on maximizing stockholder value through
stock-based compensation aligned with stockholder returns; (iv) provide
compensation opportunities dependent upon the Company's performance relative to
its competitors and changes in the Company's performance over time; and (v)
ensure that the Company's compensation program is competitive in the Company's
industry.
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Consistent with these objectives, the Company's executive compensation
program was substantially revised in 1994 around three basic elements:
- Base salary compensation
- Annual incentive compensation
- Stock-based compensation
In 1994 the base salary for all of the executive officers (other than
Darrell Rubel, whose compensation was reviewed and established as part of a
long-term employment agreement entered into in 1993 and described above) was
reviewed and modified based on a number of considerations, including: (i) each
executive's experience, level of responsibility and performance; (ii) salaries
for comparable positions in the industry; and (iii) internal comparability
considerations. This resulted in increases in base salary for each of the
executive officers from 1993 to 1994 as reflected in the table set forth above.
The increase in base salary for Mr. Randolph L. Marten reflects, in addition to
the considerations described above, superior performance in assuming the duties
of chief executive officer following the death of Roger R. Marten in 1993.
Also in 1994, the Company substantially revised its executive incentive
compensation program, to be effective as of January 1, 1995, in order to tie
bonus compensation to: (i) specific performance objectives for the Company,
including improvement in the Company's operating ratio, enhancement of returns
on equity and revenue growth; (ii) overall executive team performance; and (iii)
individual performance objectives. Under this program, participants are eligible
to receive bonuses equal to predetermined percentages (up to 50% in the
aggregate) of annual base salary compensation based upon achievement of the
Company's and the individual executive's performance objectives.
The third element of the Company's executive compensation program is
stock-based compensation, designed to further align executive compensation with
maximizing stockholder value. In the past, the Company's executive officers have
been granted, on the date of their initial election as an executive officer, an
option to purchase 15,000 shares of Common Stock at fair market value on the
date of the grant. These options become exercisable with respect to 20% of the
shares subject to the option on each of the first five anniversary dates of the
grant date. With the adoption of the 1995 Stock Incentive Plan, described below
in this Proxy Statement, the Compensation Committee intends to make greater use
of stock options in order to provide a more meaningful opportunity for stock
ownership and greater incentive for the Company's executives to manage the
Company from the perspective of an equity owner. The size of option grants to
each executive officer will be discretionary, based on level of responsibility,
performance and potential contribution.
The Compensation Committee believes that its approach to executive
compensation described above will provide competitive base compensation,
establish strong incentive to achieve the Company's strategic objectives, and
align the interests of the executives with those of the stockholders.
Arnold P. Schultz
Larry B. Hagness
Thomas J. Winkel
Members of the Compensation Committee
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COMPARATIVE STOCK PERFORMANCE
The graph below compares the cumulative total stockholder return on the
Company's Common Stock for the last five fiscal years with the cumulative total
return on the NASDAQ Market Index and the SIC code 4213 (trucking, except local)
line-of-business index prepared by Media General Financial Services over the
same period. The graph assumes the investment of $100 in the Company's common
stock, the NASDAQ Market Index and the line-of-business index on December 31,
1989, and reinvestments of all dividends.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
MARTEN TRANSPORT LTD INDUSTRY INDEX BROAD MARKET
<S> <C> <C> <C>
1989 100 100 100
1990 105.88 83.14 81.12
1991 176.47 125.04 104.14
1992 258.82 152.91 105.16
1993 441.18 173.2 126.14
1994 470.59 166.52 132.44
</TABLE>
12
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CERTAIN TRANSACTIONS
The Company's facilities in Ontario, California are leased by the Company
from R & R Properties, a sole proprietorship owned by Randolph L. Marten, under
a 5-year lease dated November 29, 1994. The Company made rental payments to R &
R Properties totalling $175,000 in the year ended December 31, 1994.
The Company maintains deposits in Chetek State Bank and the Bank of Barron,
which are subsidiaries of BCB Bancorp, Inc. ("BCB"). On February 1, 1994, BCB
became a wholly owned subsidiary of Northwest Wisconsin Bancorp, Inc., which is
solely owned by Darrell D. Rubel. Prior to February 1, 1994, Darrell D. Rubel
and the estate of Roger R. Marten had each owned 50% of the stock of BCB.
Darrell D. Rubel is an officer and director of the Chetek State Bank, Bank of
Barron, BCB and Northwest Wisconsin Bancorp, Inc.
During 1994, the Company paid Durand Builders Service, Inc. $233,311 for
various construction projects at the Company's facilities in Mondovi, Wisconsin,
including the installation of a truck wash and a paint room. Durand Builders
Services, Inc. is owned by Larry B. Hagness, a director of the Company.
In June 1994, the Company purchased 500,000 shares of the Company's Common
Stock at a price of $16.00 per share from the estate of Roger R. Marten, who
died in August 1993. Randolph L. Marten is a beneficiary of, and Darrell D.
Rubel is the personal representative of, the estate of Roger R. Marten. The
purchase of these shares was approved by a special committee of the Board of
Directors consisting of Thomas J. Winkel, Arnold P. Schultz and Larry B.
Hagness.
During 1994, the Company paid an aggregate of $21,000 to Thomas J. Winkel, a
director of the Company, for consulting services provided by Mr. Winkel to the
Company.
In December 1994, Timothy P. Nash, an executive officer of the Company,
exercised a stock option for 3,000 shares of Common Stock of the Company.
Following the option exercise, the Company purchased all of such shares of stock
from Mr. Nash at a price of $18.50 per share, the closing price of the Common
Stock on the date of exercise, as reported by the NASDAQ National Market System.
The Company believes that the above transactions are at rates and on terms
which are no less favorable than could have been obtained from unaffiliated
third parties.
PROPOSAL TO ADOPT THE COMPANY'S 1995
STOCK INCENTIVE PLAN
PROPOSAL 2
INTRODUCTION
On March 9, 1995, the Company's Board of Directors approved the Company's
1995 Stock Incentive Plan (the "Incentive Plan"), subject to stockholder
approval. The Incentive Plan provides for the grant to participating eligible
recipients of the Company and its subsidiaries of stock options ("Options"),
including both incentive stock options ("Incentive Options") and non-statutory
stock options ("Non-Statutory Options"), Restricted Stock Awards, Performance
Units, Stock Bonuses and Stock Appreciation Rights. Options, Restricted Stock
Awards, Performance Units, Stock Bonuses and Stock Appreciation Rights are
collectively referred to herein as "Incentive Awards."
At the Annual Meeting, the stockholders are being asked to approve the
Incentive Plan.
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SUMMARY OF THE PLAN
A general description of the basic features of the Incentive Plan is
outlined below. The summary is qualified in its entirety by the full text of the
plan, a copy of which may be obtained from the Company at the address set forth
at the beginning of this proxy statement.
GENERAL. All employees (including officers and directors who are also
employees) and all non-employee consultants and independent contractors of the
Company and its subsidiaries are eligible to participate in the Incentive Plan.
As of March 9, 1995 there were approximately 1200 persons associated with the
Company who may be deemed to be eligible to be granted Incentive Awards under
the Incentive Plan.
The maximum number of shares of Common Stock that may be issued under the
Incentive Plan will be 500,000 shares. Any shares of Common Stock that are
subject to an Incentive Award that expires or is forfeited and any shares of
Common Stock that are subject to an Incentive Award that is settled or paid in
cash or any form other than shares of Common Stock will automatically again
become available for issuance under the Incentive Plan. Any shares of Common
Stock that constitute the forfeited portion of a Restricted Stock Award,
however, will not become available for further issuance under the Incentive
Plan. In the event of any reorganization, merger, recapitalization, stock
dividend, stock split or similar change in the corporate structure or shares of
the Company, appropriate adjustments will be made to the number and kind of
shares reserved under the Incentive Plan and under outstanding Incentive Awards
and to the exercise price of securities subject to outstanding Incentive Awards.
The Board may amend the Incentive Plan in any respect without stockholder
approval, unless stockholder approval is then required by federal securities or
certain tax laws or the rules of the NASDAQ National Market System. The
Incentive Plan will terminate on March 8, 2005 and may be terminated before that
date by action of the Board. No right or interest in any Incentive Award may be
assigned or transferred by a participant, except by will or the laws of descent
and distribution, or subjected to any lien or otherwise encumbered.
ADMINISTRATION. The Incentive Plan will be administered by the Compensation
Committee of the Board (the "Committee"). The Incentive Plan vests broad powers
in the Committee to administer and interpret the Incentive Plan, including the
authority to select the participants that will be granted Incentive Awards under
the plan, to determine the nature, extent, timing, exercise price, vesting and
duration of Incentive Awards and to prescribe all other terms and conditions of
Incentive Awards that are consistent with the Incentive Plan. The Committee may
modify the terms of an outstanding Incentive Award in any manner (with the
consent of the affected participant for most modifications) as long as the
modified terms are permitted by the Incentive Plan as then in effect.
TYPES OF AWARDS
OPTIONS. Incentive Options must be granted with an exercise price equal to
at least the fair market value of the Common Stock on the date of grant (or 110%
of the fair market value if, at the time the Incentive Option is granted, the
optionee owns more than 10% of the voting power of the outstanding stock of the
Company). Non-Statutory Options may be granted at a price determined by the
Committee, which must be at least 85% of the fair market value of the Common
Stock on the date of grant. Options will become exercisable at such times and in
such installments as may be determined by the Committee, provided that Options
generally may not become exercisable prior to six months from their date of
grant and Incentive Options may not be exercisable after 10 years from their
date of grant (or five years from
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<PAGE>
the date of grant if, at the time the Incentive Option is granted, the optionee
owns more than 10% of the voting power of the outstanding stock of the Company).
The Committee may, in its discretion, grant a supplemental cash bonus in
connection with the grant or exercise of an Option.
The exercise price of Options must be paid in cash, except that the
Committee may allow payment to be made (in whole or in part) by delivery of a
"broker exercise notice" (pursuant to which the broker or dealer is instructed
to sell enough shares or loan the optionee enough money to pay the exercise
price and to remit such sums to the Company), a promissory note or by transfer
of shares of Common Stock (either previously owned by the participant or to be
acquired upon Option exercise). The aggregate fair market value of shares of
Common Stock with respect to which incentive stock options within the meaning of
Section 422 of the Code become exercisable for the first time by a participant
in any calendar year may not exceed $100,000. Any Incentive Options in excess of
this amount will be treated as Non-Statutory Options.
The Incentive Plan provides for the automatic grant of Non-Statutory Options
to purchase 10,000 shares of Common Stock to each non-employee director who is
appointed or elected for the first time to serve on the Board following the
effective date of the Incentive Plan. Each such Option will be exercisable at a
price equal to the fair market value of the Common Stock on the date of the
grant, will vest in equal increments of one-third of the shares subject to the
grant on each of the first three anniversaries of the date of grant, provided
that the recipient remains a member of the Board, and expires ten years from the
date of grant. This automatic grant provision is identical to and supersedes the
automatic grant provisions of Section 19 of the Company's 1986 Non-Statutory
Stock Option Plan.
STOCK APPRECIATION RIGHTS. A Stock Appreciation Right is a right to receive
a payment from the Company, in the form of shares or cash or a combination of
both (as determined by the Committee), equal to the difference between the fair
market value of one or more shares of Common Stock and the exercise price of
such shares under the terms of the Stock Appreciation Right. The exercise price
of a Stock Appreciation Right will be determined by the Committee, but may not
be less than 85% of the fair market value of the Common Stock on the date of
grant. Stock Appreciation Rights become exercisable at such times and in such
installments as may be determined by the Committee, except that Stock
Appreciation Rights may not become exercisable prior to six months from their
date of grant and may not be exercisable after 10 years from their date of
grant.
RESTRICTED STOCK AWARDS AND STOCK BONUSES. A Restricted Stock Award is an
award of Common Stock that vests at such times and in such installments as may
be determined by the Committee and, until it vests, is subject to restrictions
on transferability and to the possibility of forfeiture. The Committee may
impose such restrictions or conditions to the vesting of Restricted Stock Awards
as it deems appropriate, including that the participant remain in the continuous
employ or service of the Company or a subsidiary for a certain period or that
the participant or the Company (or any subsidiary or division of the Company)
satisfy certain performance goals or criteria. In general, no Restricted Stock
Award may vest prior to six months from its date of grant.
Unless the Committee determines otherwise, any dividends or distributions
(other than regular quarterly cash dividends) paid with respect to shares of
Common Stock subject to the unvested portion of a Restricted Stock Award will be
subject to the same restrictions as the shares to which such dividends or
distributions relate. In addition, the Committee may require that regular
quarterly cash dividends be reinvested in shares of Common Stock.
15
<PAGE>
A Stock Bonus is an award of Common Stock that is not subject to risk of
forfeiture. A Stock Bonus may be granted without any restrictions, or the Common
Stock covered by the award may be made subject to restrictions on
transferability.
PERFORMANCE UNITS. A Performance Unit is a right to receive a payment from
the Company, in the form of share or cash or a combination of both (as
determined by the Committee), upon the achievement of established performance
goals. A Performance Unit will vest at such times and in such installments as
may be determined by the Committee. The Committee may impose such restrictions
or conditions to the vesting of Performance Units as it deems appropriate,
including that the participant remains in the continuous employ or service of
the Company or a subsidiary for a certain period or that the participant or the
Company (or any subsidiary or division of the Company) satisfy certain
performance goals or criteria.
CHANGE IN CONTROL. Upon the occurrence of a "change in control" of the
Company (i) all outstanding Options and Stock Appreciation Rights will become
immediately exercisable in full and will remain exercisable for the remainder of
their terms regardless of whether the Participant remains in the employ or
service of the Company or any subsidiary; (ii) all outstanding Restricted Stock
Awards will become immediately fully vested; and (iii) all outstanding
Performance Units and Stock Bonuses will vest or continue to vest according to
their original terms. In addition, the Committee, without the consent of any
affected Participant, may determine that some or all Participants holding
outstanding Options will receive cash in an amount equal to the excess of the
fair market value immediately prior to the effective date of such change in
control over the exercise price per share of the Options.
A "change in control" for purposes of the Incentive Plan is defined to
include (i) a merger involving the Company if less than 50% of the voting stock
of the surviving company is held by persons who were stockholders of the Company
immediately before the merger; (ii) the sale or other transfer of substantially
all of the Company's assets; (iii) the liquidation or dissolution of the
Company; (iv) ownership by any person or group (other than any person that is
presently the beneficial owner of 20% or more of the outstanding Common Stock)
of more than 50% of the Company's voting stock; or (v) any change of control
that is required to be reported under Section 13 or 15(d) of the Securities
Exchange Act of 1934.
TERMINATION OF EMPLOYMENT OR SERVICE. In the event a participant's
employment or other service with the Company and all subsidiaries is terminated
by reason of death, disability or retirement (i) all outstanding Options and
Stock Appreciation Rights, to the extent exercisable as of such termination,
remain exercisable for a period of one year after such termination (but in no
event after the original expiration date); (ii) all Restricted Stock Awards then
held by the participant that have not vested will be terminated and forfeited;
and (iii) all Performance Units and Stock Bonuses then held by the participant
will vest or continue to vest according to their original terms.
In the event a participant's employment or other service with the Company
and all subsidiaries is terminated for any other reason (other than by the
Company for "cause") (i) all outstanding Options and Stock Appreciation Rights
will remain exercisable to the extent exercisable as of such termination for a
period of three months (but in no event after the original expiration date);
(ii) all Restricted Stock Awards that have not vested as of such termination
will be terminated and forfeited; and (iii) all Performance Units and Stock
Bonuses then held by the participant will vest or continue to vest according to
their original terms. In the event of termination by the Company for "cause,"
all rights of the participant under the Plan will immediately terminate without
notice of any kind, no Options or Stock Appreciation Rights
16
<PAGE>
then held by the participant will thereafter be exercisable, all Restricted
Stock Awards then held by the participant that have not vested will be
terminated and forfeited, and all Performance Units and Stock Bonuses then held
by the participant will vest or continue to vest according to their original
terms.
The Committee may, in its discretion, modify these post-termination
provisions, provided that no Incentive Award may become exercisable or vest
prior to six months from its date of grant and no Option or Stock Appreciation
Right may remain exercisable beyond its expiration date.
FEDERAL INCOME TAX CONSEQUENCES
The following general description of federal income tax consequences is
based upon current statutes, regulations and interpretations. This description
is not intended to address specific tax consequences applicable to an individual
participant who receives an Incentive Award and does not address special rules
that may be applicable to directors, officers and greater-than-10% stockholders
of the Company.
OPTIONS. There will not be any federal income tax consequences to either
the participant or the Company as a result of the grant to a participant of an
Option under the Incentive Plan. The exercise by a participant of an Incentive
Option will also not result in any federal income tax consequences to the
Company or the participant, except that an amount equal to the excess of the
fair market value of the shares acquired upon exercise of the Incentive Option,
determined at the time of exercise, over the consideration paid for the shares
by the participant will be a tax preference item for purposes of the alternative
minimum tax. Upon the exercise of a Non-Statutory Option, a participant will
recognize ordinary income on the date of exercise in an amount equal to the
difference between the fair market value of the shares purchased and the
consideration paid for the shares. In general, the Company will be entitled to a
compensation expense deduction in connection with the exercise of a
Non-Statutory Option for any amounts includable in the taxable income of a
participant as ordinary income.
At the time of the subsequent sale or disposition of the shares obtained
upon the exercise of a Non-Statutory Option, any gain or loss will be a capital
gain or loss. Such capital gain or loss will be long-term capital gain or loss
if the sale or disposition occurs more than one year after the date of exercise
and short-term gain or loss if the sale or disposition occurs one year or less
after the date of exercise.
If a participant disposes of the shares acquired upon exercise of an
Incentive Option, the federal income tax consequences will depend upon how long
the participant has held the shares. If the participant does not dispose of the
shares within two years after the Incentive Option was granted, nor within one
year after the participant exercised the Incentive Option and the shares were
transferred to the participant, then the participant will recognize a long-term
capital gain or loss. The amount of the long-term capital gain or loss will be
equal to the difference between (i) the amount the participant realized on
disposition of the shares, and (ii) the option price at which the participant
acquired the shares. The Company is not entitled to any compensation expense
deduction under these circumstances.
If the participant does not satisfy both of the above holding period
requirements, then the participant will be required to report as ordinary
income, in the year the participant disposes of the shares, the amount by which
the lesser of the fair market value of the shares at the time of exercise of the
Incentive Option or the amount realized on the disposition of the shares (if the
disposition is the result of a sale or exchange to one other than a related
taxpayer) exceeds the option price for the shares. The Company will be entitled
to a compensation expense deduction in an amount equal to the ordinary income
17
<PAGE>
includable in the taxable income of the participant. The Company may be required
to withhold in order to receive a deduction. The remainder of the gain or loss
recognized on the disposition, if any, will be treated as long-term or
short-term capital gain or loss, depending on the holding period.
STOCK APPRECIATION RIGHTS. A participant who receives a Stock Appreciation
Right will not recognize any taxable income at the time of the grant. Upon the
exercise of a Stock Appreciation Right, the participant will realize ordinary
income in an amount equal to the cash and the fair market value of any shares of
Common Stock received by the participant. Provided that proper withholding is
made, the Company will be entitled to a compensation expense deduction for any
amounts includable by the participant as ordinary income.
RESTRICTED STOCK AWARDS AND STOCK BONUSES. With respect to shares issued
pursuant to a Restricted Stock Award that are not subject to a risk of
forfeiture or with respect to Stock Bonuses, a participant will include as
ordinary income in the year of receipt an amount equal to the fair market value
of the shares received on the date of receipt. With respect to shares that are
subject to a risk of forfeiture, a participant may file an election under
Section 83(b) of the Code within 30 days after receipt to include as ordinary
income in the year of receipt an amount equal to the fair market value of the
shares received on the date of receipt (determined as if the shares were not
subject to any risk of forfeiture). If a Section 83(b) election is made, the
participant will not recognize any additional income when the restrictions on
the shares issued in connection with the Restricted Stock Award lapse. The
Company will receive a corresponding tax deduction for any amounts includable in
the taxable income of the participant as ordinary income.
A participant who does not make a Section 83(b) election within 30 days of
the receipt of a Restricted Stock Award that is subject to a risk of forfeiture
will recognize ordinary income at the time of the lapse of the restrictions in
an amount equal to the then fair market value of the shares freed of
restrictions. The Company will receive a corresponding tax deduction for any
amounts includable in the taxable income of a participant as ordinary income.
PERFORMANCE UNITS. A participant who receives a Performance Unit will not
recognize any taxable income at the time of the grant. Upon settlement of the
Performance Unit, the participant will realize ordinary income in an amount
equal to the cash and fair market value of any shares of Common Stock received
by the participant. Provided that proper withholding is made, the Company would
be entitled to a compensation expense deduction for any amounts includable by
the participant as ordinary income.
EXCISE TAX ON PARACHUTE PAYMENTS. The Code imposes a 20% excise tax on the
recipient of "excess parachute payments," as defined in the Code, and denies tax
deductibility to the Company for such excess parachute payments. Generally,
parachute payments are payments in the nature of compensation to employees of a
company who are officers, shareholders or highly compensated employees, which
payments are contingent upon a change in control of a company. Acceleration of
the vesting of Incentive Awards upon a change in control of the Company may
constitute parachute payments and, in certain cases, "excess parachute
payments." The Incentive Plan limits the acceleration of such vesting to avoid
excess parachute payments unless the participant is subject to a separate
agreement with the Company which specifically provides that excess parachute
payments attributable to accelerated vesting will not reduce other payments from
the Company.
SECTION 162(M). Under Section 162(m) of the Code, the deductibility of
certain compensation paid to the chief executive officer and each of the four
other most highly compensated executives of publicly held companies is limited
to $1,000,000 per person. Compensation for this purpose generally
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<PAGE>
includes any items of compensation expense described above in connection with
Incentive Awards under the Incentive Plan. However, certain types of
compensation are excepted from this limit, including compensation that qualifies
as "performance-based compensation." Under Section 162(m), any compensation
expense resulting from the exercise of Options or Stock Appreciation Rights
under the Incentive Plan with exercise prices equal to (or greater than) the
fair market value of the Common Stock on the date of grant should qualify as
"performance-based compensation" excepted from the limit of Section 162(m).
However, compensation expense in connection with any other Incentive Awards
under the Incentive Plan would be subject to this limit.
NEW PLAN BENEFITS
The following table summarizes the options initially granted under the
Incentive Plan, subject to stockholder approval, to each of the executive
officers named in the Summary Compensation Table, and all current executive
officers as a group.
NEW PLAN BENEFITS
1995 STOCK INCENTIVE PLAN
<TABLE>
<CAPTION>
NUMBER OF SHARES
UNDERLYING EXERCISE PRICE
NAME AND POSITION OPTIONS GRANTED PER SHARE
----------------------------------------------------------------------------- ------------------ --------------
<S> <C> <C>
Randolph L. Marten 50,000 $ 20.50
Chairman, President and Chief Operating Officer
Darrell D. Rubel 25,000 $ 20.50
Executive Vice President, Chief Financial Officer and Treasurer
Timothy P. Nash 20,000 $ 20.50
Vice President of Sales
Robert G. Smith 20,000 $ 20.50
Vice President of Operations
Voin S. Long 20,000 $ 20.50
Vice President of Information Systems
All Executive Officers as a Group 155,000 $ 20.50
</TABLE>
BOARD OF DIRECTORS RECOMMENDATION
The Board of Directors recommends that the stockholders vote FOR approval of
the 1995 Stock Incentive Plan. The affirmative vote of a majority of shares of
the Common Stock of the Company voting in person or by proxy on the 1995 Stock
Incentive Plan at the Annual Meeting is necessary for approval of the plan.
Unless a contrary choice is specified, proxies solicited by the Board of
Directors will be voted FOR approval of the 1995 Stock Incentive Plan.
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<PAGE>
SELECTION OF INDEPENDENT AUDITORS
PROPOSAL 3
The Board of Directors has approved the selection of Arthur Andersen & Co.
as independent auditors to make an examination of the accounts of the Company
for the fiscal year ending December 31, 1995, and to perform other appropriate
accounting services. Arthur Andersen & Co. has acted as independent auditors of
the Company since July 1986.
Although it is not required to do so, the Board of Directors wishes to
submit the selection of Arthur Andersen & Co. to the stockholders for
ratification. The Board recommends a vote FOR ratification of Arthur Andersen &
Co. as independent auditors for the fiscal year ending December 31, 1995. Unless
a contrary choice is specified, proxies solicited by the Board will be voted FOR
the ratification of Arthur Andersen & Co. If the selection of Arthur Andersen &
Co. is not ratified, the Board of Directors will reconsider its selection.
The Company has requested and expects a representative of Arthur Andersen &
Co. to be present at the Annual Meeting to make a statement if he or she so
desires and to respond to appropriate questions.
SECTION 16 COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, and persons who beneficially own
more than 10% of the Company's Common Stock, to file with the Securities and
Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the Company.
Directors, executive officers and greater than 10% stockholders are required by
SEC regulations to furnish the Company with copies of all Section 16(a) reports
they file. To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company during the period ended December 31, 1994,
all Section 16(a) filing requirements applicable to its directors, executive
officers and greater than 10% stockholders were complied with, except that one
report on Form 4 with respect to the exercise of options by Timothy P. Nash was
filed late.
PROPOSALS FOR THE NEXT ANNUAL MEETING
Stockholder proposals intended to be presented in the proxy materials
relating to the next Annual Meeting of Stockholders must be received by the
Company on or before December 7, 1995.
OTHER BUSINESS
The Company knows of no business that will be presented for consideration at
the Annual Meeting other than that described in this Proxy Statement. As to
other business, if any, that may properly come before the Annual Meeting, it is
intended that proxies solicited by the Board will be voted in accordance with
the judgment of the person or persons voting the proxies.
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ANNUAL REPORT
A copy of the Company's Annual Report to Stockholders for the fiscal year
ended December 31, 1994, accompanies this Notice of Annual Meeting and Proxy
Statement. The Annual Report describes the financial condition of the Company as
of December 31, 1994.
THE COMPANY WILL FURNISH WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON FORM
10-K (EXCLUSIVE OF EXHIBITS) FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994 TO EACH
PERSON WHO IS A STOCKHOLDER OF THE COMPANY AS OF MARCH 24, 1995, UPON RECEIPT
FROM ANY SUCH PERSON OF A WRITTEN REQUEST FOR SUCH AN ANNUAL REPORT ON FORM
10-K. SUCH REQUESTS SHOULD BE SENT TO: MARTEN TRANSPORT, LTD., 129 MARTEN
STREET, MONDOVI, WISCONSIN 54755, ATTENTION: DARRELL D. RUBEL, EXECUTIVE VICE
PRESIDENT AND CHIEF FINANCIAL OFFICER.
[SIG]
Randolph L. Marten
CHAIRMAN OF THE BOARD, PRESIDENT
AND CHIEF OPERATING OFFICER
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MARTEN TRANSPORT, LTD.
1995 STOCK INCENTIVE PLAN
1. PURPOSE OF PLAN.
The purpose of the Marten Transport, Ltd. 1995 Stock Incentive Plan (the
"Plan") is to advance the interests of Marten Transport, Ltd. (the "Company")
and its stockholders by enabling the Company to attract and retain persons of
ability to perform services for the Company by providing an incentive to such
individuals through equity participation in the Company and by rewarding such
individuals who contribute to the achievement by the Company of its economic
objectives.
2. DEFINITIONS.
The following terms will have the meanings set forth below, unless the
context clearly otherwise requires:
2.1 "BOARD" means the Board of Directors of the Company.
2.2 "BROKER EXERCISE NOTICE" means a written notice pursuant to which a
Participant, upon exercise of an Option, irrevocably instructs a broker or
dealer to sell a sufficient number of shares or loan a sufficient amount of
money to pay all or a portion of the exercise price of the Option and/or any
related withholding tax obligations and remit such sums to the Company and
directs the Company to deliver stock certificates to be issued upon such
exercise directly to such broker or dealer.
2.3 "CHANGE IN CONTROL" means an event described in Section 13.1 of the
Plan.
2.4 "CODE" means the Internal Revenue Code of 1986, as amended.
2.5 "COMMITTEE" means the Compensation Committee of the Board, which is
charged with administering the Plan, as provided in Section 3 of the Plan.
2.6 "COMMON STOCK" means the common stock of the Company, par value
$.Ol per share, or the number and kind of shares of stock or other securities
into which such Common Stock may be changed in accordance with Section 4.3 of
the Plan.
2.7 "DISABILITY" means the disability of the Participant such as would
entitle the Participant to receive disability income benefits pursuant to the
long-term disability plan of the Company or any Subsidiary then covering the
Participant or, if no such plan exists or is applicable to the Participant, the
permanent and total disability of the Participant within the meaning of Section
22(e)(3) of the Code.
2.8 "ELIGIBLE RECIPIENTS" means all employees (including, without
limitation, officers and directors who are also employees) of the Company or any
Subsidiary and any non-employee consultants and independent contractors of the
Company or any Subsidiary.
2.9 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
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2.10 "FAIR MARKET VALUE" means, with respect to the Common Stock, as of
any date (or, if no shares were traded or quoted on such date, as of the next
preceding date on which there was such a trade or quote), the closing sale price
per share of the Common Stock as reported on the NASDAQ National Market System.
2.11 "INCENTIVE AWARD" means an Option, Stock Appreciation Right,
Restricted Stock Award, Performance Unit or Stock Bonus granted to an Eligible
Recipient pursuant to the Plan.
2.12 "INCENTIVE STOCK OPTION" means a right to purchase Common Stock
granted to an Eligible Recipient pursuant to Section 6 of the Plan that
qualifies as an "incentive stock option" within the meaning of Section 422 of
the Code.
2.13 "NON-EMPLOYEE DIRECTOR" means any member of the Board of Directors
of the Company who is not an employee of the Company or any Subsidiary.
2.14 "NON-STATUTORY STOCK 0PTION" means a right to purchase Common Stock
granted to an Eligible Recipient pursuant to Section 6 of the Plan that does not
qualify as an Incentive Stock Option.
2.15 "0PTION" means an Incentive Stock Option or a Non-Statutory Stock
Option.
2.16 "PARTICIPANT" means an Eligible Recipient who receives one or more
Incentive Awards under the Plan.
2.17 "PERFORMANCE UNIT" means a right granted to an Eligible Recipient
pursuant to Section 9 of the Plan to receive a payment from the Company, in the
form of stock, cash or a combination of both, upon the achievement of
established performance goals.
2.18 "PREVIOUSLY ACQUIRED SHARES" means shares of Common Stock that are
already owned by the Participant or, with respect to any Incentive Award, that
are to be issued upon the grant, exercise or vesting of such Incentive Award.
2.19 "RESTRICTED STOCK AWARD" means an award of Common Stock granted to
an Eligible Recipient pursuant to Section 8 of the Plan that is subject to the
restrictions on transferability and the risk of forfeiture imposed by the
provisions of such Section 8.
2.20 "RETIREMENT" means normal or approved early termination of
employment or service pursuant to and in accordance with the regular
retirement/pension plan or practice of the Company or Subsidiary then covering
the Participant, provided that if the Participant is not covered by any such
plan or practice, the Participant will be deemed to be covered by the Company's
plan or practice for purposes of this determination.
2.21 "SECURITIES ACT" means the Securities Act of 1933, as amended.
2.22 "STOCK APPRECIATION RIGHT" means a right granted to an Eligible
Recipient pursuant to Section 7 of the Plan to receive a payment from the
Company, in the form of stock, cash or a combination of both, equal to the
difference between the Fair Market Value of one or more shares of Common Stock
and the exercise price of any such share under the terms of such Stock
Appreciation Right.
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2.23 "STOCK BONUS" means an award of Common Stock granted to an Eligible
Recipient pursuant to Section 10 of the Plan.
2.24 "SUBSIDIARY" means any entity that is directly or indirectly
controlled by the Company or any entity in which the Company has a significant
equity interest, as determined by the Committee.
2.25 "TAX DATE" means the date any withholding tax obligation arises
under the Code for a Participant with respect to an Incentive Award.
3. PLAN ADMINISTRATION.
3.1 THE COMMITTEE. The Plan will be administered by the Compensation
Committee of the Board, all of whom will be "disinterested persons" within the
meaning of Rule 16b-3 under the Exchange Act. As used in this Plan, the term
"Committee" will refer to the Compensation Committee of the Board. To the
extent consistent with corporate law, the Committee may delegate to any officers
of the Company the duties, power and authority of the Committee under the Plan
pursuant to such conditions or limitations as the Committee may establish;
provided, however, that only the Committee may exercise such duties, power and
authority with respect to Eligible Recipients who are subject to Section 16 of
the Exchange Act. The Committee may exercise its duties, power and authority
under the Plan in its sole and absolute discretion without the consent of any
Participant or other party, unless the Plan specifically provides otherwise.
Each determination, interpretation or other action made or taken by the
Committee pursuant to the provisions of the Plan will be conclusive and binding
for all purposes and on all persons, and no member of the Committee will be
liable for any action or determination made in good faith with respect to the
Plan or any Incentive Award granted under the Plan.
3.2 AUTHORITY OF THE COMMITTEE.
(a) In accordance with and subject to the provisions of the
Plan, the Committee will have the authority to determine all provisions of
Incentive Awards as the Committee may deem necessary or desirable and as
consistent with the terms of the Plan, including, without Limitation, the
following: (i) the Eligible Recipients to be selected as Participants; (ii)
the nature and extent of the Incentive Awards to be made to each
Participant (including the number of shares of Common Stock to be subject
to each Incentive Award, any exercise price, the manner in which Incentive
Awards will vest or become exercisable and whether Incentive Awards will be
granted in tandem with other Incentive Awards) and the form of written
agreement, if any, evidencing such Incentive Award; (iii) the time or times
when Incentive Awards will be granted; (iv) the duration of each Incentive
Award; and (v) the restrictions and other conditions to which the payment
or vesting of Incentive Awards may be subject. In addition, the Committee
will have the authority under the Plan to pay the economic value of any
Incentive Award in the form of cash, Common Stock or any combination of
both.
(b) The Committee will have the authority under the Plan to
amend or modify the terms of any outstanding Incentive Award in any manner,
including, without limitation, the authority to modify the number of shares
or other terms and conditions of an Incentive Award, extend the term of an
Incentive Award, accelerate the exercisability or vesting or otherwise
terminate any restrictions relating to an Incentive Award, accept the
surrender
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of any outstanding Incentive Award or, to the extent not previously
exercised or vested, authorize the grant of new Incentive Awards in
substitution for surrendered Incentive Awards; provided, however that the
amended or modified terms are permitted by the Plan as then in effect and
that any Participant adversely affected by such amended or modified terms
has consented to such amendment or modification. No amendment or
modification to an Incentive Award, however, whether pursuant to this
Section 3.2 or any other provisions of the Plan, will be deemed to be a
regrant of such Incentive Award for purposes of this Plan.
(c) In the event of (i) any reorganization, merger,
consolidation, recapitalization, Liquidation, reclassification, stock
dividend, stock split, combination of shares, rights offering,
extraordinary dividend or divestiture (including a spin-off) or any other
change in corporate structure or shares, (H) any purchase, acquisition,
sale or disposition of a significant amount of assets or a significant
business, (iii) any change in accounting principles or practices, or (iv)
any other similar change, in each case with respect to the Company or any
other entity whose performance is relevant to the grant or vesting of an
Incentive Award, the Committee (or, if the Company is not the surviving
corporation in any such transaction, the board of directors of the
surviving corporation) may, without the consent of any affected
Participant, amend or modify the vesting criteria of any outstanding
Incentive Award that is based in whole or in part on the financial
performance of the Company (or any Subsidiary or division thereof) or such
other entity so as equitably to reflect such event, with the desired result
that the criteria for evaluating such financial performance of the Company
or such other entity will be substantially the same (in the discretion of
the Committee or the board of directors of the surviving corporation)
following such event as prior to such event; provided, however, that the
amended or modified terms are permitted by the Plan as then in effect.
4. SHARES AVAILABLE FOR ISSUANCE.
4.1 MAXIMUM NUMBER OF SHARES. Subject to adjustment as provided in
Section 4.3 of the Plan, the maximum number of shares of Common Stock that will
be available for issuance under the Plan will be 500,000 shares. The shares
available for issuance under the Plan may, at the election of the Committee, be
either treasury shares or shares authorized but unissued, and, if treasury
shares are used, all references in the Plan to the issuance of shares will, for
corporate law purposes, be deemed to mean the transfer of shares from treasury.
4.2 ACCOUNTING FOR INCENTIVE AWARDS. Shares of Common Stock that are
issued under the Plan or that are subject to outstanding Incentive Awards will
be applied to reduce the maximum number of shares of Common Stock remaining
available for issuance under the Plan. Any shares of Common Stock that are
subject to an Incentive Award that lapses, expires, is forfeited or for any
reason is terminated unexercised or unvested and any shares of Common Stock that
are subject to an Incentive Award that is settled or paid in cash or any form
other than shares of Common Stock will automatically again become available for
issuance under the Plan. Any shares of Common Stock that constitute the
forfeited portion of a Restricted Stock Award, however, will not become
available for further issuance under the Plan.
4.3 ADJUSTMENTS TO SHARES AND INCENTIVE AWARDS. In the event of any
reorganization, merger, consolidation, recapitalization, liquidation,
reclassification, stock dividend, stock split, combination of shares, rights
offering, divestiture or extraordinary dividend (including a spin-off) or any
other change in the corporate structure or shares of the Company, the Committee
(or, if the
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Company is not the surviving corporation in any such transaction, the board of
directors of the surviving corporation) will make appropriate adjustment (which
determination will be conclusive) as to the number and kind of securities
available for issuance under the Plan and, in order to prevent dilution or
enlargement of the rights of Participants, the number, kind and, where
applicable, exercise price of securities subject to outstanding Incentive
Awards.
5. PARTICIPATION.
Participants in the Plan will be those Eligible Recipients who, in the
judgment of the Committee, have contributed, are contributing or are expected to
contribute to the achievement of the economic objectives of the Company or its
Subsidiaries. Eligible Recipients may be granted from time to time one or more
Incentive Awards, singly or in combination or in tandem with other Incentive
Awards, as may be determined by the Committee. Incentive Awards will be deemed
to be granted as of the date specified in the grant resolution of the Committee,
which date will be the date of any related agreement with the Participant.
6. OPTIONS.
6.1 GRANT. An Eligible Recipient may be granted one or more Options under
the Plan, and such Options will be subject to such terms and conditions,
consistent with the other provisions of the Plan, as may be determined by the
Committee. The Committee may designate whether an Option is to be considered an
Incentive Stock Option or a Non-Statutory Stock Option.
6.2 EXERCISE PRICE. The per share price to be paid by a Participant upon
exercise of an Option will be determined by the Committee in its discretion at
the time of the Option grant, provided that (a) such price will not be less than
100% of the Fair Market Value of one share of Common Stock on the date of grant
with respect to an Incentive Stock Option (110% of the Fair Market Value if, at
the time the Incentive Stock Option is granted, the Participant owns, directly
or indirectly, more than 10% of the total combined voting power of all classes
of stock of the Company or any parent or subsidiary corporation of the Company),
and (b) such price win not be less than 85% of the Fair Market Value of one
share of Common Stock on the date of grant with respect to a Non-Statutory Stock
Option.
6.3 EXERCISABILITY AND DURATION. An Option will become exercisable at
such times and in such installments as may be determined by the Committee at the
time of grant; provided, however, that no Option may be exercisable prior to six
months from its date of grant and no Incentive Stock Option may be exercisable
after 10 years from its date of grant (five years from its date of grant if, at
the time the Incentive Stock Option is granted, the Participant owns, directly
or indirectly, more than 10% of the total combined voting power of all classes
of stock of the Company or any parent or subsidiary corporation of the Company).
6.4 PAYMENT OF EXERCISE PRICE. The total purchase price of the shares to
be purchased upon exercise of an Option will be paid entirely in cash (including
check, bank draft or money order); provided, however, that the Committee may
allow such payments to be made, in whole or in part and upon such terms and
conditions as may be established by the Committee, by tender of a Broker
Exercise Notice, Previously Acquired Shares, a promissory note or by a
combination of such methods.
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6.5 MANNER OF EXERCISE. An Option may be exercised by a Participant in
whole or in part from time to time, subject to the conditions contained in the
Plan and in the agreement evidencing such Option, by delivery in person, by
facsimile or electronic transmission or through the mail of written notice of
exercise to the Company (Attention: Chief Financial Officer) at its principal
executive office in Mondovi, Wisconsin and by paying in full the total exercise
price for the shares of Common Stock to be purchased in accordance with Section
6.4 of the Plan.
6.6 AGGREGATE LIMITATION OF STOCK SUBJECT TO INCENTIVE STOCK OPTIONS. To
the extent that the aggregate Fair Market Value (determined as of the date an
Incentive Stock Option is granted) of the shares of Common Stock with respect to
which incentive stock options (within the meaning of Section 422 of the Code)
are exercisable for the first time by a Participant during any calendar year
(under the Plan and any other incentive stock option plans of the Company or any
subsidiary or parent corporation of the Company (within the meaning of the
Code)) exceeds $100,000 (or such other amount as may be prescribed by the Code
from time to time), such excess Options win be treated as Non-Statutory Stock
Options. The determination will be made by taking incentive stock options into
account in the order in which they were granted. If such excess only applies to
a portion of an incentive stock option, the Committee will designate which
shares will be treated as shares to be acquired upon exercise of an incentive
stock option.
6.7 AUTOMATIC GRANTS TO NON-EMPLOYEE DIRECTORS.
(a) GRANT OF OPTIONS. Following the effective date of the Plan,
each Non-Employee Director who is subsequently appointed or elected for the
first time to serve on the Board will be granted automatically, as of the
effective date of such appointment or election, a Non-Statutory Stock
Option to purchase 10,000 shares of Common Stock (subject to adjustment as
provided in Section 4.3 of the Plan).
(b) OPTION EXERCISE PRICE. The per share price to be paid by
the Non-Employee Director at the time such an Option is exercised will be
100% of the Fair Market Value of one share of Common Stock on the date the
Option is granted. The total purchase price of the shares to be purchased
upon exercise will be paid entirely in cash (including check, bank draft or
money order).
(c) VESTING AND DURATION OF OPTIONS. Each such Option will
become exercisable, on a cumulative basis, with respect to the number of
whole shares of Common Stock representing one-third of the shares covered
by such Option on each of the first two anniversaries of its date of grant
and as to the remaining shares on the third anniversary of the date of
grant; provided that no such Option shall become exercisable as to any
further shares from and after the date on which the holder thereof ceases
to be a member of the Board. The term of each such Option shall be 10
years from the date of grant. Each such Option shall remain exercisable
for the full term thereof irrespective of whether the holder remains a
member of the Board, except that in the event of the death of the holder,
such Option may be exercised by the Holder's heirs or personal
representatives at any time before the earlier of the expiration of the
term of the Option or one year following the date of death. Such Options
will not be subject to the termination provisions of Section 11 of the
Plan.
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(d) MANNER OF 0PTION EXERCISE. An Option may be exercised by a Non-
Employee Director in whole or in part from time to time, subject to the
conditions contained in the Plan and in the agreement evidencing such
Option, by giving written notice of exercise to the Company at its
principal executive office (such notice to specify the particular Option
that is being exercised and the number of shares with respect to which the
Option is being exercised) accompanied by payment, in cash or check payable
to the Company, of the total purchase price of the shares to be purchased
under the Option.
(e) NON-DISCRETIONARY GRANTS. Options granted to Non-Employee
Directors pursuant to this Section 6.7 are intended to qualify as "formula
awards" within the meaning of Rule 16b-3 under the Exchange Act. As a
result, other than as provided in Section 16 of the Plan, the Committee
will not have the authority to amend the eligibility requirements for, or
modify the terms or accelerate the vesting of, such Options (including,
without limitation, the authority to modify the rights of Non-Employee
Directors in connection with termination of service as a director or a
change in control of the Company) if such amendments, modifications or
acceleration of vesting would disqualify such Options from treatment as
"formula awards."
(f) RESCISSION OF PRIOR AUTOMATIC GRANT PROVISION. Following the
effective date of the Plan, the provisions of this Section 6.7 supercede
and replace the provisions of Section 19 of the Marten Transport, Ltd. 1986
Non-Statutory Stock Option Plan, as amended, with respect to all future
grants of Options to each Non-Employee Director who has been subsequently
appointed or elected for the first time to serve on the Board. The
provisions of Section 19 of the Marten Transport, Ltd. 1986 Non-Statutory
Stock Option Plan, as amended, shall remain in effect only with respect to
options that have previously been granted pursuant to such provisions and
for so long as such options remain outstanding.
7. STOCK APPRECIATION RIGHTS.
7.1 GRANT. An Eligible Recipient may be granted one or more Stock
Appreciation Rights under the Plan, and such Stock Appreciation Rights shall be
subject to such terms and conditions, consistent with the other provisions of
the Plan, as will be determined by the Committee.
7.2 EXERCISE PRICE. The exercise price of a Stock Appreciation Right will
be determined by the Committee at the date of grant but will not be less than
85% of the Fair Market Value of one share of Common Stock on the date of grant.
7.3 EXERCISABILITY AND DURATION. A Stock Appreciation Right will become
exercisable at such time and in such installments as may be determined by the
Committee at the time of grant; provided, however, that no Stock Appreciation
Right may be exercisable prior to six months or after 10 years from its date of
grant. A Stock Appreciation Right will be exercised by giving notice in the
same manner as for Options, as set forth in Section 6.5 of the Plan.
8. RESTRICTED STOCK AWARDS.
8.1 GRANT. An Eligible Recipient may be granted one or more
Restricted Stock Awards under the Plan, and such Restricted Stock Awards will be
subject to such terms and conditions, consistent with the other provisions of
the Plan, as may be determined by the Committee. The
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Committee may impose such restrictions or conditions, not inconsistent with the
provisions of the Plan, to the vesting of such Restricted Stock Awards as it
deems appropriate, including, without limitation, that the Participant remain in
the continuous employ or service of the Company or a Subsidiary for a certain
period or that the Participant or the Company (or any Subsidiary or division
thereof) satisfy certain performance goals or criteria; provided, however, that
no Restricted Stock Award may vest prior to six months from its date of grant.
8.2 RIGHTS AS A SHAREHOLDER; TRANSFERABILITY. Except as provided in
Sections 8.1, 8.3 and 14.3 of the Plan, a Participant will have all voting,
dividend, liquidation and other rights with respect to shares of Common Stock
issued to the Participant as a Restricted Stock Award under this Section 8 upon
the Participant becoming the holder of record of such shares as if such
Participant were a holder of record of shares of unrestricted Common Stock.
8.3 DIVIDENDS AND DISTRIBUTIONS. Unless the Committee determines
otherwise (either in the agreement evidencing the Restricted Stock Award at the
time of grant or at any time after the grant of the Restricted Stock Award), any
dividends or distributions (including regular quarterly cash dividends) paid
with respect to shares of Common Stock subject to the unvested portion of a
Restricted Stock Award will be subject to the same restrictions as the shares to
which such dividends or distributions relate. In the event the Committee
determines not to pay such dividends or distributions currently, the Committee
will determine whether any interest will be paid on such dividends or
distributions. In addition, the Committee may require such dividends and
distributions to be reinvested (and in such case the Participants consent to
such reinvestment) in shares of Common Stock that will be subject to the same
restrictions as the shares to which such dividends or distributions relate.
8.4 ENFORCEMENT OF RESTRICTIONS. To enforce the restrictions referred to
in this Section 8, the Committee may place a legend on the stock certificates
referring to such restrictions and may require the Participant, until the
restrictions have lapsed, to keep the stock certificates, together with duly
endorsed stock powers, in the custody of the Company or its transfer agent or to
maintain evidence of stock ownership, together with duly endorsed stock powers,
in a certificateless book-entry stock account with the Company's transfer agent.
9. PERFORMANCE UNITS.
An Eligible Recipient may be granted one or more Performance Units under
the Plan, and such Performance Units will be subject to such terms and
conditions, consistent with the other provisions of the Plan, as may be
determined by the Committee. The Committee may impose such restrictions or
conditions, not inconsistent with the provisions of the Plan, to the vesting of
such Performance Units as it deems appropriate, including, without limitation,
that the Participant remain in the continuous employ or service of the Company
or any Subsidiary for a certain period or that the Participant or the Company
(or any Subsidiary or division thereof) satisfy certain performance goals or
criteria. The Committee will have the discretion either to determine the form
in which payment of the economic value of vested Performance Units will be made
to the Participant (i.e., cash, Common Stock or any combination thereof) or to
consent to or disapprove the election by the Participant of the form of such
payment.
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10. STOCK BONUSES.
An Eligible Recipient may be granted one or more Stock Bonuses under the
Plan, and such Stock Bonuses will be subject to such terms and conditions,
consistent with the other provisions of the Plan, as may be determined by the
Committee. The Participant will have all voting, dividend, liquidation and
other rights with respect to the shares of Common Stock issued to a Participant
as a Stock Bonus under this Section 10 upon the Participant becoming the holder
of record of such shares; provided, however, that the Committee may impose such
restrictions on the assignment or transfer of a Stock Bonus as it deems
appropriate.
11. EFFECT OF TERMINATION OF EMPLOYMENT OR OTHER SERVICE.
11.1 TERMINATION DUE TO DEATH, DISABILITY OR RETIREMENT. In the event a
Participant's employment or other service with the Company and all Subsidiaries
is terminated by reason of death, Disability or Retirement:
(a) All outstanding Options and Stock Appreciation Rights then
held by the Participant will remain exercisable to the extent exercisable
as of such termination for a period of one year after such termination (but
in no event after the expiration date of any such Option or Stock
Appreciation Right);
(b) All outstanding Restricted Stock Awards then held by the
Participant that have not vested will be terminated and forfeited; and
(c) All outstanding Performance Units and Stock Bonuses then
held by the Participant will vest and/or continue to vest in the manner
determined by the Committee and set forth in the agreement evidencing such
Performance Units or Stock Bonuses.
11.2 TERMINATION FOR REASONS OTHER THAN DEATH, DISABILITY OR RETIREMENT.
(a) In the event a Participant's employment or other service is
terminated with the Company and all Subsidiaries for any reason other than
death, Disability or Retirement, or a Participant is in the employ or
service of a Subsidiary and the Subsidiary ceases to be a Subsidiary of the
Company (unless the Participant continues in the employ or service of the
Company or another Subsidiary), all rights of the Participant under the
Plan and any agreements evidencing an Incentive Award will immediately
terminate without notice of any kind, and no Options or Stock Appreciation
Rights then held by the Participant will thereafter be exercisable, all
Restricted Stock Awards then held by the Participant that have not vested
will be terminated and forfeited, and all Performance Units and Stock
Bonuses then held by the Participant will vest and/or continue to vest in
the manner determined by the Committee and set forth in the agreement
evidencing such Performance Units or Stock Bonuses; provided, however, that
if such termination is due to any reason other than termination by the
Company or any Subsidiary for "cause," all outstanding Options and Stock
Appreciation Rights then held by such Participant will remain exercisable
to the extent exercisable as of such termination for a period of three
months after such termination (but in no event after the expiration date of
any such Option or Stock Appreciation Right).
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(b) For purposes of this Section 11.2, "cause" (as determined by
the Committee) will be as defined in any employment or other agreement or
policy applicable to the Participant or, if no such agreement or policy
exists, will mean (i) dishonesty, fraud, misrepresentation, embezzlement or
deliberate injury or attempted injury, in each case related to the Company
or any Subsidiary, (ii) any unlawful or criminal activity of a serious
nature, (iii) any intentional and deliberate breach of a duty or duties
that, individually or in the aggregate, are material in relation to the
Participant's overall duties, or (iv) any material breach of any
employment, service, confidentiality or non-compete agreement entered into
with the Company or any Subsidiary.
11.3 MODIFICATION OF RIGHTS UPON TERMINATION. Notwithstanding the other
provisions of this Section 11, upon a Participant's termination of employment or
other service with the Company and all Subsidiaries, the Committee may in its
discretion (which may be exercised at any time on or after the date of grant,
including following such termination) cause Options and Stock Appreciation
Rights (or any part thereof) then held by such Participant to become or continue
to become exercisable and/or remain exercisable following such termination of
employment or service and Restricted Stock Awards, Performance Units and Stock
Bonuses then held by such Participant to vest and/or continue to vest or become
free of transfer restrictions, as the case may be, following such termination of
employment or service, in each case in the manner determined by the Committee;
provided, however, that (a) no Option or Stock Appreciation may become
exercisable, and no Restricted Stock Award may vest and become non-forfeitable,
prior to six months from its date of grant, and (b) no Option or Stock
Appreciation Right may remain exercisable beyond its expiration date.
11.4 BREACH OF CONFIDENTIALITY OR NON-COMPETE AGREEMENTS.
Notwithstanding anything in this Plan to the contrary, in the event that a
Participant materially breaches the terms of any confidentiality or non-compete
agreement entered into with the Company or any Subsidiary, whether such breach
occurs before or after termination of such Participant's employment or other
service with the Company or any Subsidiary, the Committee may immediately
terminate all rights of the Participant under the Plan and any agreements
evidencing an Incentive Award then held by the Participant without notice of any
kind.
11.5 DATE OF TERMINATION OF EMPLOYMENT OR OTHER SERVICE. Unless the
Committee otherwise determines, a Participant's employment or other service
will, for purposes of the Plan, be deemed to have terminated on the date
recorded on the personnel or other records of the Company or the Subsidiary for
which the Participant provides employment or other service, as determined by the
Committee based upon such records.
12. PAYMENT OF WITHHOLDING TAXES.
12.1 GENERAL RULES. The Company is entitled to (a) withhold and deduct
from future wages of the Participant (or from other amounts that may be due and
owing to the Participant from the Company or a Subsidiary), or make other
arrangements for the collection of, all legally required amounts necessary to
satisfy any and all federal, state and local withholding and employment-related
tax requirements attributable to an Incentive Award, including, without
limitation, the grant, exercise or vesting of, or payment of dividends with
respect to, an Incentive Award or a disqualifying disposition of stock received
upon exercise of an Incentive Stock Option, or (b) require the Participant
promptly to remit the amount of such withholding to the Company before taking
any action, including issuing any shares of Common Stock, with respect to an
Incentive Award.
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12.2 SPECIAL RULES. The Committee may, upon terms and conditions
established by the Committee, permit or require a Participant to satisfy, in
whole or in part, any withholding or employment-related tax obligation described
in Section 12.1 of the Plan by electing to tender Previously Acquired Shares, a
Broker Exercise Notice or a promissory note (on terms acceptable to the
Committee in its sole discretion), or by a combination of such methods.
13. CHANGE IN CONTROL.
13.1 CHANGE IN CONTROL. For purposes of this Section 13.1, a "Change in
Control' of the Company will mean the following:
(a) the sale, lease, exchange or other transfer, directly or
indirectly, of substantially all of the assets of the Company (in one
transaction or in a series of related transactions) to a person or entity
that is not controlled by the Company;
(b) the approval by the stockholders of the Company of any plan
or proposal for the liquidation or dissolution of the Company;
(c) a merger or consolidation to which the Company is a party if
the stockholders of the Company immediately prior to the effective date of
such merger or consolidation have "beneficial ownership" (as defined in
Rule 13d-3 under the Exchange Act), immediately following the effective
date of such merger or consolidation, of securities of the surviving
corporation representing less than 50% of the combined voting power of the
surviving corporation's then outstanding securities ordinarily having the
right to vote at elections of directors;
(d) any person (other than any person that is presently the
beneficial owner of 20% or more of the outstanding Common Stock) becomes
after the effective date of the Plan the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% or more
of the combined voting power of the Company's outstanding securities
ordinarily having the right to vote at elections of directors; or
(e) a change in control of the Company of a nature that would be
required to be reported pursuant to Section 13 or 15(d) of the Exchange
Act, whether or not the Company is then subject to such reporting
requirements.
13.2 ACCELERATION OF VESTING. Without limiting the authority of the
Committee under Section 3.2 of the Plan, if a Change in Control of the Company
occurs, then, (a) all outstanding Options and Stock Appreciation Rights that
have been held by a Participant for at least six months will become immediately
exercisable in full and will remain exercisable for the remainder of their
terms, regardless of whether the Participant to whom such Options or Stock
Appreciation Rights have been granted remains in the employ or service of the
Company or any Subsidiary; (b) all outstanding Restricted Stock Awards that have
been held by the Participant for at least six months will become immediately
fully vested and non-forfeitable; and (c) all outstanding Performance Units and
Stock Bonuses then held by the Participant will vest and/or continue to vest in
the manner determined by the Committee and set forth in the agreement evidencing
such Performance Units or Stock Bonuses.
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13.3 CASH PAYMENT FOR 0PTIONS. If a Change in Control of the Company
occurs, then the Committee, if approved by the Committee either in an agreement
evidencing an Incentive Award at the time of grant or at any time after the
grant of an Incentive Award, may determine that some or all Participants holding
outstanding Options will receive, with respect to some or all of the shares of
Common Stock subject to such Options, 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 of such shares immediately prior to the effective date of such
Change in Control of the Company over the exercise price per share of such
Options.
13.4 LIMITATION ON CHANGE IN CONTROL PAYMENTS. Notwithstanding anything
in Section 13.2 or 13.3 of the Plan to the contrary, if, with respect to a
Participant, the acceleration of the vesting of an Incentive Award as provided
in Section 13.2 or the payment of cash in exchange for all or part of an
Incentive Award as provided in Section 13.3 (which acceleration or payment could
be deemed a "payment" within the meaning of Section 28OG(b)(2) of the Code),
together with any other payments which such Participant has the right to receive
from the Company or any corporation that is a member of an "affiliated group"
(as defined in Section 1504(a) of the Code without regard to Section 1504(b) of
the Code) of which the Company is a member, would constitute a "parachute
payment" (as defined in Section 28OG(b)(2) of the Code), then the payments to
such Participant pursuant to Section 13.2 or 13.3 will be reduced to the largest
amount as will result in no portion of such payments being subject to the excise
tax imposed by Section 4999 of the Code; provided, however, that if such
Participant is subject to a separate agreement with the Company or a Subsidiary
that specifically provides that payments attributable to one or more forms of
employee stock incentives or to payments made in lieu of employee stock
incentives will not reduce any other payments under such agreement, even if it
would constitute an excess parachute payment, or provides that the Participant
will have the discretion to determine which payments will be reduced in order to
avoid an excess parachute payment, then the limitations of this Section 13.4
will, to that extent, not apply.
14. RIGHTS OF ELIGIBLE RECIPIENTS AND PARTICIPANTS, TRANSFERABILITY.
14.1 EMPLOYMENT OR SERVICE. Nothing in the Plan will interfere with or
limit in any way the right of the Company or any Subsidiary to terminate the
employment or service of any Eligible Recipient or Participant at any time, nor
confer upon any Eligible Recipient or Participant any right to continue in the
employ or service of the Company or any Subsidiary
14.2 RIGHTS AS A STOCKHOLDER. As a holder of Incentive Awards (other
than Restricted Stock Awards and Stock Bonuses), a Participant will have no
rights as a stockholder unless and until such Incentive Awards are exercised
for, or paid in the form of, shares of Common Stock and the Participant becomes
the holder of record of such shares. Except as otherwise provided in the Plan,
no adjustment will be made for dividends or distributions with respect to such
Incentive Awards as to which there is a record date preceding the date the
Participant becomes the holder of record of such shares, except as the Committee
may determine.
14.3 RESTRICTIONS ON TRANSFER. Except pursuant to testamentary will or
the laws of descent and distribution or as otherwise expressly permitted by the
Plan, no right or interest of any Participant in an Incentive Award prior to the
exercise or vesting of such Incentive Award will be assignable or transferable,
or subjected to any lien, during the lifetime of the Participant, either
voluntarily or involuntarily, directly or indirectly, by operation of law or
otherwise. A Participant will, however, be entitled to designate a beneficiary
to receive an Incentive Award upon such
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Participant's death, and in the event of a Participant's death, payment of any
amounts due under the Plan will be made to, and exercise of any Options (to the
extent permitted pursuant to Section 11 of the Plan) may be made by, the
Participant's legal representatives, heirs and legatees.
14.4 NON-EXCLUSIVITY OF THE PLAN. Except as expressly set forth herein,
nothing contained in the Plan is intended to modify or rescind any previously
approved compensation plans or programs of the Company or create any limitations
on the power or authority of the Board to adopt such additional or other
compensation arrangements as the Board may deem necessary or desirable.
15. SECURITIES LAW AND OTHER RESTRICTIONS.
Notwithstanding any other provision of the Plan or any agreements entered
into pursuant to the Plan, the Company will not be required to issue any shares
of Common Stock under this Plan, and a Participant may not sell, assign,
transfer or otherwise dispose of shares of Common Stock issued pursuant to
Incentive Awards granted under the Plan, unless (a) there is in effect with
respect to such shares a registration statement under the Securities Act and any
applicable state securities laws or an exemption from such registration under
the Securities Act and applicable state securities laws, and (b) there has been
obtained any other consent, approval or permit from any other regulatory body
which the Committee deems necessary or advisable. The Company may condition
such issuance, sale or transfer upon the receipt of any representations or
agreements from the parties involved, and the placement of any legends on
certificates representing shares of Common Stock, as may be deemed necessary or
advisable by the Company in order to comply with such securities law or other
restrictions.
16. PLAN AMENDMENT, MODIFICATION AND TERMINATION
The Board may suspend or terminate the Plan or any portion thereof at any
time, and may amend the Plan from time to time in such respects as the Board may
deem advisable in order that Incentive Awards under the Plan will conform to any
change in applicable laws or regulations or in any other respect the Board may
deem to be in the best interests of the Company; provided, however, that (a) the
Board will not have the authority to amend the eligibility requirements for
Options granted pursuant to Section 6.7 of the Plan, or to modify the number of
shares, exercise price, exercisability, duration, manner of payment or other
terms with respect to such Options, more than once every six months, other than
to comply with changes in the Code, the Employee Retirement Income Security Act
or the rules promulgated thereunder; and (b) no amendments to the Plan will be
effective without approval of the stockholders of the Company if stockholder
approval of the amendment is then required pursuant to Rule 16b-3 under the
Exchange Act, Section 422 of the Code or the rules of the NASD or any stock
exchange. No termination, suspension or amendment of the Plan may adversely
affect any outstanding Incentive Award without the consent of the affected
Participant; provided, however, that this sentence win not impair the right of
the Committee to take whatever action it deems appropriate under Sections
3.2(c), 4.3 and 13 of the Plan.
17. EFFECTIVE DATE AND DURATION OF THE PLAN
The Plan is effective as of March 9, 1995, the date it was adopted by the
Board. The Plan will terminate at midnight on March 8, 2005, and may be
terminated prior to such time by Board action, and no Incentive Award will be
granted after such termination. Incentive Awards
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outstanding upon termination of the Plan may continue to be exercised, or become
free of restrictions, in accordance with their terms.
18. MISCELLANEOUS
18.1 GOVERNING LAW. The validity, construction, interpretation,
administration and effect of the Plan and any rules, regulations and actions
relating to the Plan will be governed by and construed exclusively in accordance
with the laws of the State of Wisconsin.
18.2 SUCCESSORS AND ASSIGNS. The Plan will be binding upon and inure to
the benefit of the successors and permitted assigns of the Company and the
Participants.
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY MARTEN TRANSPORT, LTD. PROXY
129 MARTEN STREET
MONDOVI, WISCONSIN 54755
FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 2, 1995
The undersigned hereby appoints Randolph L. Marten and Darrell D. Rubel as
Proxies, each with the power to appoint substitutes, and hereby authorizes
each of them to represent and to vote, as indicated on the reverse side, all
the shares of Common Stock of Marten Transport, Ltd. held of record by the
undersigned on March 24, 1995, at the Annual Meeting of Shareholders to be
held on May 2, 1995, and at any adjournments thereof.
(CONTINUED AND TO BE DATED AND SIGNED ON OTHER SIDE)
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FOLD AND DETACH HERE
<PAGE>
1. ELECTION OF DIRECTORS
<TABLE>
<S> <C> <C>
FOR WITHHOLD (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE
all nominees AUTHORITY THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
listed to the right to vote for all
(except as marked nominees listed Randolph L. Marten, Darrell D. Rubel, Arnold P. Schultz, Larry B. Hagness,
to the contrary) to the right Thomas J. Winkel
/ / / /
</TABLE>
<TABLE>
<S> <C> <C>
In their discretion, the Proxies are authorized
to vote upon such other business as may properly
come before the meeting.
2. Proposal to adopt the Company's 3. Proposal to ratify the selection of
1995 Stock Incentive Plan. Arthur Andersen & Co. as the This Proxy, when properly executed, will be
independent accountants of the voted in the manner directed hereon by the
Company. undersigned shareholder. If no direction is
made, this Proxy will be voted FOR all
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN the proposals and FOR the election of all
nominees for director.
/ / / / / / / / / / / / Please sign exactly as your name appears hereon.
Dated ___________________________________, 1995
_______________________________________________
Signature
_______________________________________________
Signature if held jointly
When shares are held by joint tenants, both
should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give
full title. If shareholder is a corporation,
please sign in full corporate name by President
or other authorized officer; if a partnership,
please sign in partnership's name by an
authorized person.
"PLEASE MARK INSIDE BLUE BOXES SO THAT DATA PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
PROCESSING EQUIPMENT WILL RECORD YOUR VOTES" PROMPTLY USING THE ENCLOSED ENVELOPE.
</TABLE>
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FOLD AND DETACH HERE
MARTEN TRANSPORT LTD.
ANNUAL MEETING OF STOCKHOLDERS
TUESDAY, MAY 2, 1995
4:00 P.M. C.S.T.
HELD AT
THE HOLIDAY INN
2703 CRAIG ROAD
EAU CLAIRE WISCONSIN
