Sample Business Contracts

1995 Performance Award Unit Program - Arkansas Best Corp.

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                     1995 PERFORMANCE AWARD UNIT PROGRAM

Article I  Purpose

Effective this 1st day of January 1996 (the "Effective Date") described
herein, Arkansas Best Corporation (the "Company") adopts the Arkansas Best
Corporation Performance Award Unit Program (the "Plan") to benefit the
Company's stockholders by creating a flexible vehicle to provide incentive
compensation opportunities to executive management of the Company. In doing
so, the Plan provides an important link between the compensation of executive
management and Company performance. The Awards under the Plan will compensate
management for the creation of shareholder value. In this way, the Plan is
intended to encourage and reward superior performance by individuals whose
performance is a key element in achieving the Company's continued financial
and operational success.

                           Article II  Definitions

2.1  "Award or "Awards" means an award granted pursuant to Article IV.

2.2  "Award Agreement" means a written document containing the terms of an
     Award made pursuant to this Plan, which evidences the Award.

2.3  "Board" means the Board of Directors of the Company.

2.4  "Code" means the Internal Revenue Code of 1986, as amended.

2.5  "Committee" means the Stock Option Committee of the Board.

2.6  "Company" means Arkansas Best Corporation, a Delaware corporation, or
     any successor corporation

2.7  "Disability" means a medical condition which precludes the Participant
     from engaging in substantially gainful employment and is expected to
     continue indefinitely. The determination of Participant's Disability for
     purposes of this Plan shall be determined by the Committee.

2.8  "Employee" means any individual who is an employee of the Company or any
     Participating Affiliate.

2.9  "Participant" means an Employee who has been designated by the Committee
     to be eligible for an Award pursuant to this Plan.

2.10 "Participating Affiliate" means a subsidiary of the Company, of which
     the Company beneficially owns, directly or indirectly, more than fifty
     percent (50%) of the aggregate voting power of all outstanding classes
     and series of stock, and which has one or more employees designated by
     the Committee to be eligible for an Award pursuant to this Plan.

2.11 "Performance Award Units" are cash allotments of dollar-denominated
     units, which may be performance-based compensation as described in
     section 162(m) of the Code.

2.12 "Retirement" means termination of employment with the Company or a
     Participating Affiliate upon attainment of normal retirement age of
     sixty-five (65).

                          Article III  Eligibility

The Committee shall consider an individual's position, responsibilities, and
importance to the Company among other factors in determining which Employees
shall be Participants. The types of Awards to be made to Participants and the
terms, conditions, and limitations applicable to the Awards are left to the
sole discretion of the Committee, subject to the terms of the Plan. The
Committee's decision as to eligibility and the nature and timing of Awards
under the Plan is final.

                             Article IV  Awards

4.1  At the discretion of the Committee, Awards and/or Performance Award
     Units shall be paid in the form of cash or other property the Committee
     deems appropriate.

4.2  Performance Award Units may be granted under this Plan from time to time
     based on the terms and conditions as the Committee deems appropriate;
     provided, however, that such Awards shall not be inconsistent with the
     terms and purposes of this Plan. The Committee shall determine the
     performance measurements and criteria for such Awards.

4.3  In the event of the Retirement, Disability, death or other termination
     of a Participant's employment with the Company, all Awards granted, but
     not unpaid and Performance Award Units credited to the Participant's
     account shall be paid in cash or, as the Committee deems appropriate,
     other property, to the Participant's designated beneficiary.

4.4  Each Award under this Plan shall be evidenced by an Award Agreement
     setting forth the terms of the Award.

     (a)  Award Agreements shall include the following terms:

                    (i)  a provision that the Awards under the Plan shall not
               be assigned, pledged, or otherwise transferred, except by will
               or by the laws of descent and distribution;

                    (ii) a provision describing the treatment of an Award in
               the event of the Retirement, Disability, death, or other
               termination of a Participant's employment with the Company,
               including, but not limited to terms relating to the vesting,
               forfeiture, or cancellation of an Award in such circumstances;

                    (iii)     a provision describing the withholding of
               applicable taxes required by law from all amounts paid in
               satisfaction of an Award.

               (b)  Award Agreements may include the following terms:

                    (i)  any provisions requiring holders of Awards to
               surrender outstanding Awards as a condition precedent to the
               grant of new Awards under the Plan;

                    (ii) such other terms as are necessary and appropriate to
               effect an Award to the Participant including, but not limited
               to the term of the Award, payment provisions, vesting
               provisions, deferrals, any requirements for continued
               employment with the Company, limitations regarding the source
               of the payment for an Award, any other restrictions or
               conditions (including performance requirements) on the Award
               and the method by which restrictions or conditions lapse,
               effect on the Award of a Change of Control, as defined in
               Article IX, and amount or value of Awards; or

                    (iii)     any terms or limitations to comply with the
               performance-based compensation requirements under section
               162(m)(4)(C) of the Code.

                          Article V  Administration

5.1  A majority of the members of the Committee shall constitute a quorum.
     The vote of a majority of a quorum shall constitute action by the

5.2  The Committee will be responsible for declaring the material terms under
     which the Performance Award Units are to be paid, including performance

5.3  The Committee shall periodically determine the Participants in the Plan
     and the nature, amount, and other terms of Awards to be made to such

5.4  The Committee shall have the power to interpret and administer the Plan.
     All questions of interpretation with respect to the Plan and its
     determination shall be final and conclusive upon all parties in
     interest. In the event of any conflict between an Award Agreement and
     the Plan, the terms of the Plan shall govern.

5.5  The Committee may delegate to the officers or employees of the Company
     the authority to execute and deliver such instruments and documents, to
     do all such acts and things, and to take all such other steps deemed
     necessary, advisable or convenient for the effective administration of
     the Plan in accordance with its terms and purpose.

5.6  In the case of Awards that are intended to be Performance Awards as
     described in section 162(m) of the Code, before any such Performance
     Award is paid to a "covered employee," as defined in section 162(m) of
     the Code, the Committee shall disclose to the shareholders and the
     shareholders must approve:

          (a)  A description of the broad class of employees who are eligible
          to participate in the Plan.

          (b)  A general description of the performance goals set by the
          (c)  Either the formula for computing the compensation or the
          maximum dollar amount that will be paid if the performance goal is
          (d)  Such other information as the Committee deems necessary to
          comply with the requirements under section 162(m) of the Code.

                        Article VI  Change of Control

6.1  In the event of a Change of Control, the terms of the Award Agreement
     shall state the effect, if any, on Awards granted under the Plan.

6.2  For the purposes of this Section, a "Change of Control" shall mean the
     earliest date on which any of the following events shall occur:

          (a)  there shall be consummated any consolidation or merger of the
          Company in which the Company is not the continuing or surviving
          corporation or pursuant to which Shares would be converted into
          cash, securities, or other property, other than a merger of the
          Company in which the holders of the Shares immediately prior to the
          merger have the same proportionate ownership of common stock of the
          surviving corporation immediately after the merger, or any lease,
          exchange, or other transfer (excluding transfer by way of pledge or
          hypothecation), in one transaction or a series of related
          transactions, of all, or substantially all, of the assets of the

          (b)  the stockholders of the Company approve any plan or proposal
          for the liquidation or dissolution of the Company;

          (c)  any "person" (as such term is defined in section 3(a)(9) or
          section 13(d)(3) under the Exchange Act) or any "group" (as such
          term is used in Rule 13d-5 promulgated under the Exchange Act),
          other than the Company or any successor of the Company or any
          subsidiary of the Company or any employee benefit plan of the
          Company or any subsidiary (including such plan's trustee), becomes
          a beneficial owner for purposes of Rule 13d-3 promulgated under the
          Exchange Act, directly or indirectly, of securities of the Company
          representing twenty percent (20%) or more of the Company's then
          outstanding securities having the right to vote in the election of
          directors; or

          (d)  during any period of two consecutive years, individuals who,
          at the beginning of such period constituted the entire Board, cease
          for any reason (other than death) to constitute a majority of the
          directors, unless the election, or the nomination for election, by
          the Company's stockholders, of each new director was approved by a
          vote of at least two-thirds of the directors then still in office
          who were directors at the beginning of the period.

                      Article VII  Rights of Employees

7.1  Status as an eligible Employee shall not be construed as a commitment
     that any Award will be made under the Plan to such eligible Employee or
     to eligible Employees generally.

7.2  Nothing contained in the Plan (or in any other documents related to this
     Plan or to any Award) shall confer upon any Employee or Participant any
     right to continue in the employ or other service of the Company or
     constitute any contract or limit in any way the right of the Company to
     change such person's compensation or other benefits or to terminate the
     employment of such person with or without cause.

                   Article VIII  Amendment and Termination

The Board may at any time amend, suspend, or terminate the Plan. The
Committee may at any time alter or amend any or all Award Agreements under
the Plan to comply with any laws that govern such agreements.

                          Article IX  Unfunded Plan

The Plan shall be unfunded. Neither the Company, Board of Directors, nor the
Committee shall be required to segregate any assets that may at any time be
represented by Awards made pursuant to the Plan. Neither the Company, the
Committee, nor the Board of Directors shall be deemed to be a trustee of any
amounts to be paid under the Plan.

                       Article X  Limits of Liability

10.1 Any liability of the Company to any Participant with respect to an Award
     shall be based solely upon contractual obligations created by the Plan.

10.2 No member of the Board or the Committee, nor any Employee acting on
     behalf of the Board or the Committee, shall be personally liable for any
     action, determination, or interpretation taken or made in good faith
     with respect to the Plan, and all members of the Board and the Committee
     and each Employee acting on their behalf shall, to the extent permitted
     by law, be fully indemnified and protected by the Company in respect of
     any such action, determination, or interpretation.

                          Article XI  Miscellaneous

The laws of the State of Delaware shall govern all matters relating to this
Plan, except to the extent superseded by the laws of the United States.

IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its
duly authorized officer to be effective immediately on the date on which this
Plan is adopted by the Board of Directors of the Company.

                                   ARKANSAS BEST CORPORATION