OPPENHEIMER-1327850-v3-Audit Committee Charter

MARTEN TRANSPORT, LTD. AUDIT COMMITTEE CHARTER Organization The Audit Committee (the “Committee”) is a standing committee of the Board of Directors (the “Board”) of Marten Transport, Ltd. (the “Company”). This Audit Committee Charter shall govern the operations of the Committee. Statement of Purpose and Policy The purpose of the Committee shall be to oversee the accounting and financial reporting processes of the Company. In doing so, it is the responsibility of the Committee to maintain free and open communication between the Committee, the independent auditors and management of the Company. In discharging its oversight role, the Committee is empowered to investigate any matter brought to its attention, with full access to all books, records, facilities and personnel of the Company and the power to engage and determine funding for independent counsel or other advisors as the Committee deems necessary for these purposes and with respect to its other duties. The Company shall provide appropriate funding, as determined by the Committee, for payment of compensation to the independent auditors and all such advisors, as well as for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. Composition and Qualifications The members of the Committee shall be appointed by the Board and shall consist of at least three independent Board directors. Each member of the Committee shall, at ...