0001008886-15-000204 Sample Contracts

Re: Knight Transportation, Inc.: Performance Unit Officer Grant Agreement
Knight Transportation Inc • August 10th, 2015 • Trucking (no local) • Arizona

The Compensation Committee (the “Committee”) of the Board of Directors of Knight Transportation, Inc. (the “Company”) has awarded you, as of the date of this letter (the “Grant Date”), a Performance Unit grant (the “Grant”). The Grant entitles you to receive shares of the Company’s voting common stock (the “Stock”), par value $0.01 per share (the “Stock Award”), to be issued upon the completion of the Vesting Period. This Grant is made subject to the terms and conditions of this Performance Unit Grant Agreement (this “Agreement”), and the Company’s Amended and Restated Long-Term Equity Incentive Policy dated May 14, 2015, as amended, restated, or amended and restated by the Committee from time to time (the “Policy”), adopted by the Committee under the Amended and Restated 2015 Omnibus Incentive Plan, effective as of May 14, 2015 (the “Plan”). The Policy is incorporated herein by reference and a copy will be provided to you if you request it in writing from the Company. In this Agreemen

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SECOND MODIFICATION AGREEMENT
Second Modification Agreement • August 10th, 2015 • Knight Transportation Inc • Trucking (no local) • Arizona

DATE: As of June 26, 2015 (the "Effective Date") PARTIES: Borrower: KNIGHT TRANSPORTATION, INC. an Arizona corporation Lender: WELLS FARGO BANK, NATIONAL ASSOCIATION

Re: Knight Transportation, Inc.: Director’s Compensatory Restricted Stock Grant Agreement
Knight Transportation Inc • August 10th, 2015 • Trucking (no local) • Arizona

As a member of the Board of Directors (the “Board”) of Knight Transportation, Inc. (the “Company”), you are entitled to receive a stock grant of the Company’s voting common stock (the “Stock”), par value $0.01 per share. Based on your election, you are entitled to receive Stock having a value of $______ (the “Grant”) as of the date of this letter. This Grant is made pursuant to the authority of the Company’s Amended and Restated 2015 Omnibus Incentive Plan, as amended (the “Plan”). This Grant is subject to the terms and conditions of this letter (“Agreement”) and to the Plan.

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