AMENDMENT NO. 3
TO THE
COVENANT TRANSPORT, INC.
INCENTIVE STOCK PLAN
This Amendment No. 3 to the Covenant Transport, Inc. Incentive Stock
Plan (the "Amendment"), pursuant to Section 6.4 of the Plan, is made as of July
27, 2000. All terms in this Amendment shall have the meaning ascribed in the
Plan, unless otherwise defined herein.
Background. On August 4, 1994, all voting stockholders and all
directors of Covenant Transport, Inc., a Nevada corporation (the "Company"),
adopted an Incentive Stock Plan (the "Plan"). On August 15, 1996, the Company
adopted Amendment No. 1 to the Plan. On May 20, 1999, the Company adopted
Amendment No. 2 to the Plan. The following Amendment was adopted and approved by
the Board of Directors on July 27, 2000.
In accordance with the foregoing, the Plan is hereby amended as set
forth below:
Subparagraphs 2.3.a and 2.3.b. and the last sentence of Paragraph 2.3
are deleted in their entirety and replaced with the following:
"Fair Market Value" means the closing price of the Common
Stock on the date an Option is awarded, as such price is
reported by The Nasdaq Stock Market, other over-the-counter
market, or stock exchange, as applicable. If no reported
quotation or sale of Common Stock takes place on the date in
question, the last reported closing price of the Common Stock
shall be determinative.
This Amendment was duly adopted and approved by a vote of the Board of
Directors of the Company on July 27, 2000.
/s/ Mary B. Roseman
--------------------------
Mary B. Roseman, Assistant Secretary
