Second Amendment to Old Dominion Freight Line, Inc. Director Phantom Stock Plan (2014)

Contract Categories: Business Finance › Modification Agreements
Summary

This amendment, effective August 7, 2014, is made by Old Dominion Freight Line, Inc. to its Director Phantom Stock Plan. The amendment updates the definition of "Fair Market Value" in the plan to align with the company's 2012 Phantom Stock Plan, allowing the plan administrator to determine fair market value using either a 50-day moving average of the company's stock price or another method at their discretion. All other terms of the plan remain unchanged.

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EX-10.19.9 2 ex10199.htm EXHIBIT 10.19.9 Ex10.19.9
Exhibit 10.19.9

2014 DECLARATION OF SECOND AMENDMENT TO
OLD DOMINION FREIGHT LINE, INC. DIRECTOR PHANTOM STOCK PLAN
THIS 2014 DECLARATION OF SECOND AMENDMENT, is made effective as of the 7th day of August, 2014, by Old Dominion Freight Line, Inc. (the “Company”), to the Company’s Director Phantom Stock Plan, as amended through February 20, 2014 (the “Plan”).
R E C I T A L S:
WHEREAS, the Board of Directors of the Company has deemed it advisable to amend Section 2.19 of the Plan to conform the definition of “Fair Market Value” to the definition of such term in the Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan; and
WHEREAS, the Company desires to evidence such amendment by this Declaration of Second Amendment.
NOW, THEREFORE, IT IS DECLARED that upon approval of this Declaration of Second Amendment by the Board of Directors effective August 7, 2014, the Plan shall be and hereby is amended as follows:
1. Amendment to Section 2.19. Section 2.19 of the Plan is hereby amended by deleting in its entirety Section 2.19 of the Plan in its current form and substituting therefor the following:
 
2.19.
“Fair Market Value” of a share of Common Stock as of a given date shall be established in good faith by the Administrator. The Administrator may in its discretion use (i) the 50-day moving average of a share of Common Stock as reported on the principal stock exchange on which shares of the Common Stock are then traded (with such 50-day averaging period ending on the trading day immediately preceding such given date), or (ii) any other method as the Administrator may determine in good faith.
2. Continued Effect. Except as set forth herein, the Plan shall be unchanged and shall remain in full force and effect.
IN WITNESS WHEREOF, this Declaration of Second Amendment is executed on behalf of Old Dominion Freight Line, Inc. effective as of the day and year first above written.
 
 
 
 
OLD DOMINION FREIGHT LINE, INC.
 
 
BY:
 
/s/ David S. Congdon
 
 
David S. Congdon
 
 
President and Chief Executive Officer
 
 
ATTEST:
 
/s/ Ross H. Parr
Ross H. Parr
Secretary
 
[Corporate Seal]