KNIGHT TRANSPORTATION INC
INDEMNIFICATION AGREEMENTS - SALMON & KOHL
<DOCUMENT>
<TYPE>EX-10.6.1
<SEQUENCE>3
<FILENAME>ex10-61.txt
<DESCRIPTION>INDEMNIFICATION AGREEMENTS - SALMON & KOHL
<TEXT>
                                                                  Exhibit 10.6.1

                               INDEMNITY AGREEMENT

     This  INDEMNITY  AGREEMENT  dated as of October  16,  2000,  is made by and
between Knight  Transportation,  Inc. (the  "Corporation"),  and Timothy M. Kohl
(the "Indemnitee").

                                    RECITALS

     The Articles of  Incorporation  and By-Laws of the Corporation  provide for
indemnification  by the  Corporation  of its  directors  to the  fullest  extent
permitted  by law.  The  Indemnitee  has been serving and desires to continue to
serve as a director of the  Corporation  in part in  reliance on such  indemnity
provision.

     To  provide  the  Indemnitee  with  additional   contractual  assurance  of
protection  against  personal  liability in connection with certain  proceedings
described below, the Corporation desires to enter into this Agreement.

     In order to  induce  the  Indemnitee  to  serve or  continue  to serve as a
director  of the  Corporation,  and in  consideration  of  the  Indemnitee's  so
serving,  the  Corporation  desires  to  indemnify  the  Indemnitee  and to make
arrangements  pursuant to which the  Indemnitee  may be  advanced or  reimbursed
expenses  incurred  by  Indemnitee  in  certain  proceedings   described  below,
according to the terms and conditions set forth below.

                                    AGREEMENT

     THEREFORE,  in consideration of the foregoing  recitals and of Indemnitee's
serving or continuing to serve the Corporation as a director,  the parties agree
as follows:

     1. INDEMNIFICATION.

          (a) In  accordance  with  the  provisions  of  subsection  (b) of this
Section 1, the  Corporation  shall hold harmless and  indemnify  the  Indemnitee
against  any  and all  expenses,  liabilities  and  losses  (including,  without
limitation, investigation expenses and expert witnesses' and attorneys' fees and
expenses, costs of court, judgments, penalties, fines, and amounts paid or to be
paid in  settlement)  actually  incurred by the  Indemnitee  (net of any related
insurance  proceeds or other  amounts  received by  Indemnitee  or paid by or on
behalf of the Corporation on the  Indemnitee's  behalf),  in connection with any
action,  suit,  or  proceeding,  whether  civil,  criminal,  administrative,  or
investigative,  to which the Indemnitee is a party or is threatened to be made a
party (a "Proceeding")  based upon,  arising from,  relating to, or by reason of
the fact that Indemnitee is, was, shall be, or shall have been a director and/or
officer of the  Corporation  or is or was serving,  shall  serve,  or shall have
served at the  request  of the  Corporation  as a  director,  officer,  partner,
trustee,  member, employee, or agent ("Affiliate Indemnitee") of another foreign
or domestic  corporation or non-profit  corporation,  cooperative,  partnership,
joint  venture,  limited  liability  company,  trust  or other  incorporated  or
unincorporated enterprise (each, a "Company Affiliate").
<PAGE>
          (b) Without  limiting the generality of the foregoing,  the Indemnitee
shall be entitled to the rights of  indemnification  provided in this  Section 1
for any  expenses  actually  incurred in any  Proceeding  initiated by or in the
right of the  Corporation,  unless  indemnification  is barred by A.R.S.  ss.ss.
10-851.D or 10-856.A, or any other applicable law.

          (c) In providing the foregoing indemnification, the Corporation shall,
with respect to any  proceeding,  hold harmless and indemnify the  Indemnitee to
the fullest  extent not  prohibited  by the law of the State of  Arizona,  as in
effect from time and time,  and the Articles of  Incorporation.  For purposes of
this  Agreement,  it is intended  that the  indemnification  afforded  hereby be
mandatory and the broadest possible under any then existing statutory  provision
expressly authorizing the Corporation to indemnify directors or officers whether
in effect on the date of this Agreement or hereafter,  provided,  however,  that
the  indemnification  provisions of this Agreement shall apply without regard to
whether any  provision  set forth in the  Articles or Bylaws of the  Corporation
authorizing or permitting indemnification shall be in force or effect.

     2. OTHER  INDEMNIFICATION  AGREEMENTS.  The  Corporation  may  purchase and
maintain  insurance or furnish  similar  protection or make other  arrangements,
including,  but not limited to,  providing  a trust fund,  letter of credit,  or
surety bond ("Indemnification Arrangements") on behalf of the Indemnitee against
any liability  asserted against him or her or incurred by or on behalf of him or
her  in  such  capacity  as a  director  or  officer  of the  Corporation  or an
Affiliated  Indemnitee,  or arising out of his or her status as such, whether or
not the  Corporation  would have the power to indemnify  him or her against such
liability under the provisions of this Agreement.  The purchase,  establishment,
and  maintenance of any such  Indemnification  Arrangement  shall not in any way
limit  or  affect  the  rights  and  obligations  of the  Corporation  or of the
Indemnitee  under this Agreement except as expressly  provided  herein,  and the
execution and delivery of this Agreement by the  Corporation  and the Indemnitee
shall  not in any  way  limit  or  affect  the  rights  and  obligations  of the
Corporation or the other party or parties thereto under any such Indemnification
Arrangement.  All amounts payable by the Corporation  pursuant to this Section 2
and Section 1 hereof are herein  referred to as  "Indemnified  Amounts."  To the
extent  the  Corporation  is able to obtain  directors  and  officers  liability
insurance of a reasonable  premium (as determined by the Corporation in its sole
discretion);   the  Corporation  shall  use  reasonable  efforts  to  cause  the
Indemnitee to be covered by such insurance.

     3. ADVANCE PAYMENT OF INDEMNIFIED AMOUNTS.

          (a) The  Indemnitee  hereby is granted the right to receive in advance
of a final,  nonappealable  judgment or other final adjudication of a Proceeding
(a "Final Determination") the amount of any and all expenses, including, without
limitation,   investigation   expenses,   court  costs,  expert  witnesses'  and
attorneys'  fees and other  expenses  expended or incurred by the  Indemnitee in
connection  with  any  Proceeding  or  otherwise  expensed  or  incurred  by the
Indemnitee (such amounts so expended or incurred being  hereinafter  referred to
as "Advanced Amounts").

          (b) In making any written request for Advanced Amounts, the Indemnitee
shall submit to the  Corporation a schedule  setting forth in reasonable  detail
the dollar  amount  expended or incurred and expected to be expended.  Each such
listing  shall be  supported  by the  bill,  agreement,  or other  documentation

                                      -2-
<PAGE>
relating thereto, each of which shall be appended to the schedule as an exhibit.
In  addition,  before the  Indemnitee  may  receive  Advanced  Amounts  from the
Corporation,  the  Indemnitee  shall  provide to the  Corporation  (i) a written
affirmation of the Indemnitee's  good faith belief that the applicable  standard
of conduct required for indemnification by the Corporation has been satisfied by
the Indemnitee, and (ii) a written undertaking by or on behalf of the Indemnitee
to repay the  Advanced  Amount if it shall  ultimately  be  determined  that the
Indemnitee  has not satisfied any  applicable  standard of conduct.  The written
undertaking   required  from  the  Indemnitee  shall  be  an  unlimited  general
obligation of the Indemnitee but need not be secured.  The Corporation shall pay
to the Indemnitee all Advanced  Amounts within twenty (20) days after receipt by
the Corporation of all information and documentation  required to be provided by
the Indemnitee pursuant to this paragraph.

     4. PROCEDURE FOR PAYMENT OF INDEMNIFIED AMOUNTS.

          (a) To obtain  indemnification  under this  Agreement,  the Indemnitee
shall submit to the Corporation a written request for payment of the appropriate
Indemnified  Amounts,  including  with  such  requests  such  documentation  and
information  as  is  reasonably  available  to  the  Indemnitee  and  reasonably
necessary to determine  whether and to what extent the Indemnitee is entitled to
indemnification.  The Secretary of the Corporation shall,  promptly upon receipt
of such a request for indemnification,  advise the Board of Directors in writing
that the Indemnitee has requested indemnification.

          (b)  The   Corporation   shall  pay  the  Indemnitee  the  appropriate
Indemnified  Amounts unless it is established that the Indemnitee engaged in one
of the Prohibited  Acts,  and such  Prohibited Act was the subject matter of the
Proceeding.  For purposes of  determining  whether the Indemnitee is entitled to
Indemnified  Amounts,  in order to deny  indemnification to the Indemnitee,  the
Corporation  has the  burden of proof in  establishing  (1) that the  Indemnitee
engaged in the  Prohibited  Act, and (2) that the Prohibited Act was the subject
matter of the  Proceeding.  In this regard,  a termination  of any Proceeding by
judgment,  order or settlement does not create a presumption that the Indemnitee
did not meet the  requisite  standard of conduct;  provided,  however,  that the
termination  of any criminal  proceeding  by  conviction,  or a pleading of nolo
contendere  or its  equivalent,  or an entry of an order of  probation  prior to
judgment,  creates a rebuttable  presumption  that the  Indemnitee  engaged in a
Prohibited Act. For purposes of this Agreement,  a Prohibited Act shall mean any
act,  omission or condition (i) described in A.R.S. ss. 10-851.D or 10-856.A for
which the Corporation may not indemnify the Indemnitee or (ii) any act, omission
or condition for which indemnity is not available under any federal or state law
or public policy.

          (c) Any determination  that the Indemnitee has engaged in a Prohibited
Act shall be made (i) either by the Board of Directors  by a majority  vote of a
quorum consisting of directors who were not parties to such Proceeding;  or (ii)
by independent legal counsel (who may be the outside counsel regularly  employed
by the Corporation);  provided that the manner in which (and, if applicable, the
counsel  by which) the right of  indemnification  is to be  determined  shall be
approved in advance in writing by both the highest ranking  executive officer of
the  Corporation  who is not a  party  to  such  action  (sometimes  hereinafter
referred to as "Senior  Officer") and by the Indemnitee.  In the event that such

                                      -3-
<PAGE>
parties are unable to agree on the manner in which any such  determination is to
be made, such determination  shall be made by independent legal counsel retained
by the  Corporation  especially for such purpose,  provided that such counsel be
approved  in advance in writing by both the Senior  Officer  and the  Indemnitee
and, provided further,  that such counsel shall not be outside counsel regularly
employed by the Corporation. The fees and expenses of counsel in connection with
making  the   determination   contemplated   hereunder  shall  be  paid  by  the
Corporation,  and, if requested by such counsel, the Corporation shall give such
counsel an  appropriate  written  agreement with respect to the payment of their
fees and  expenses  and such other  matters as may be  reasonably  requested  by
counsel.

          (d) The  Corporation  will use its best efforts to conclude as soon as
practicable any required  determination  pursuant to subparagraph  (c) above and
promptly will advise the Indemnitee in writing with respect to any determination
that the  Indemnitee  is or is not  entitled  to  indemnification,  including  a
description  of any reason or basis for which  indemnification  has been denied.
Payment of any  applicable  Indemnified  Amounts will be made to the  Indemnitee
within ten (10) days after any determination of the Indemnitee's  entitlement to
indemnification.

          (e)  Notwithstanding  the foregoing,  the Indemnitee  may, at any time
after sixty (60) days after a claim for Indemnified  Amounts has been filed with
the  Corporation (or upon receipt of written notice that a claim for Indemnified
Amounts has been rejected,  if earlier) and before three (3) years after a claim
for  Indemnified  Amounts  has  been  filed,   petition  a  court  of  competent
jurisdiction to determine whether the Indemnitee is entitled to  indemnification
under the provisions of this Agreement,  and such court shall thereupon have the
exclusive  authority  to make such  determination  unless  and until  such court
dismisses  or  otherwise   terminates  such  action  without  having  made  such
determination. The court shall, as petitioned, make an independent determination
of whether the Indemnitee is entitled to  indemnification as provided under this
Agreement,  irrespective  of  any  prior  determination  made  by the  Board  of
Directors  or  independent  counsel.  If the  court  shall  determine  that  the
Indemnitee  is  entitled  to  indemnification  as to any claim,  issue or matter
involved  in the  Proceeding  with  respect  to  which  there  has been no prior
determination pursuant to this Agreement or with respect to which there has been
a prior  determination  that the Indemnitee was not entitled to  indemnification
hereunder, the Corporation shall pay all expenses (including attorneys' fees and
court  costs)  actually  incurred  by the  Indemnitee  in  connection  with such
judicial determination.

     5. AGREEMENT NOT EXCLUSIVE; SUBROGATION RIGHTS, ETC.

          (a) This  Agreement  shall  not be deemed  exclusive  of and shall not
diminish any other rights the  Indemnitee  may have to be indemnified or insured
or  otherwise  protected  against  any  liability,   loss,  or  expense  by  the
Corporation,  any subsidiary of the  Corporation,  or any other person or entity
under any  charter,  bylaws,  law,  agreement,  policy of  insurance  or similar
protection,  vote  of  stockholders  or  directors,  disinterested  or  not,  or
otherwise,  whether or not now in effect, both as to actions in the Indemnitee's
official  capacity,  and as to actions in another  capacity  while  holding such
office.  The Corporation's  obligations to make payments of Indemnified  Amounts

                                      -4-
<PAGE>
hereunder  shall be  satisfied to the extent that  payments  with respect to the
same  Proceeding  (or part  thereof) have been made to or for the benefit of the
Indemnitee by reason of the  indemnification  of the Indemnitee  pursuant to any
other arrangement made by the Corporation for the benefit of the Indemnitee.

          (b) In the  event  the  Indemnitee  shall  receive  payment  from  any
insurance  carrier  or  from  the  plaintiff  in  any  Proceeding  against  such
Indemnitee in respect of Indemnified Amounts after payments on account of all or
part of such  Indemnified  Amounts  have been made by the  Corporation  pursuant
hereto,  such Indemnitee shall promptly reimburse to the Corporation the amount,
if any,  by which the sum of such  payment  by such  insurance  carrier  or such
plaintiff and payments by the  Corporation or pursuant to  arrangements  made by
the  Corporation  to  Indemnitee  exceeds such  Indemnified  Amounts;  provided,
however,  that  such  portions,  if any,  of such  insurance  proceeds  that are
required  to be  reimbursed  to the  insurance  carrier  under  the terms of its
insurance  policy,  such as deductible or  co-insurance  payments,  shall not be
deemed to be payments to the Indemnitee hereunder.  In addition, upon payment of
Indemnified Amounts hereunder, the Corporation shall be subrogated to the rights
of  Indemnitee  receiving  such  payments  (to the extent  thereof)  against any
insurance  carrier (to the extent  permitted  under such insurance  policies) or
plaintiff  in respect  to such  Indemnified  Amounts  and the  Indemnitee  shall
execute and deliver any and all  instruments  and  documents and perform any and
all other acts or deeds which the  Corporation  deems  necessary or advisable to
secure such rights.  Such right of subrogation  shall be terminated upon receipt
by the Corporation of the amount to be reimbursed by the Indemnitee  pursuant to
the first sentence of this paragraph.

     6.  CONTINUATION  OF  INDEMNITY.  All  agreements  and  obligations  of the
Corporation  contained  herein shall continue during the period  Indemnitee is a
director of the  Corporation (or is serving at the request of the Corporation as
an Affiliate  Indemnitee)  and shall  continue  thereafter so long as Indemnitee
shall  be  subject  to any  possible  Proceeding  by  reason  of the  fact  that
Indemnitee was a director, officer or employee of the Corporation or was serving
in any other capacity referred to herein.

     7. SUCCESSORS;  BINDING  AGREEMENT.  This Agreement shall be binding on and
shall inure to the benefit of and be enforceable by the Corporation's successors
and  assigns  and  by  the  Indemnitee's  personal  or  legal   representatives,
executors,  administrators,   successors,  heirs,  distributees,  devisees,  and
legatees.  The  Corporation  shall  require any  successor or assignee  (whether
direct or indirect, by purchase, merger, consolidation,  or otherwise) to all or
substantially  all of the business and/or assets of the Corporation,  by written
agreement in form and substance  reasonably  satisfactory to the Corporation and
to the  Indemnitee,  expressly to assume and agree to perform this  Agreement in
the same manner and to the same extent that the Corporation would be required to
perform if no such succession or assignment had taken place.

     8. ENFORCEMENT. The Corporation has entered into this Agreement and assumed
the  obligations  imposed  on the  Corporation  hereby  in order to  induce  the
Indemnitee to act as a director of the Corporation,  and  acknowledges  that the
Indemnitee is relying upon this Agreement in continuing in such capacity. In the
event the  Indemnitee  is required  to bring any action to enforce  rights or to
collect  monies due under this  Agreement and is successful in such action,  the

                                      -5-
<PAGE>
Corporation  shall  reimburse  Indemnitee for all of the  Indemnitee's  fees and
expenses in bringing and pursuing such action.  The Indemnitee shall be entitled
to the  advancement of Indemnified  Amounts to the full extent  contemplated  by
Section 3 hereof in connection with such Proceeding.

     9. SEPARABILITY. Each of the provisions of this Agreement is a separate and
distinct  agreement  independent of the others,  so that if any provision hereof
shall be held to be invalid or unenforceable for any reason,  such invalidity or
unenforceability  shall not affect the validity or  enforceability  of the other
provisions hereof, which other provisions shall remain in full force and effect.

     10. MISCELLANEOUS.  No provision of this Agreement may be modified, waived,
or discharged  unless such  modification,  waiver,  or discharge is agreed to in
writing  signed  by  Indemnitee  and  either  the  Chairman  of the Board or the
President of the Corporation or another officer of the Corporation  specifically
designated by the Board of  Directors.  No waiver by either party at any time of
any  breach by the other  party of, or of  compliance  with,  any  condition  or
provision of this  Agreement to be performed by such other party shall be deemed
a waiver of similar or  dissimilar  provisions or conditions at the same time or
at any prior or  subsequent  time. No  agreements  or  representations,  oral or
otherwise,  express or implied,  with respect to the subject  matter hereof have
been made by either party which are not set forth  expressly in this  Agreement.
The validity,  interpretation,  construction,  and performance of this Agreement
shall be governed by the laws of the State of Arizona,  without giving effect to
the principles of conflicts of laws thereof.  The Indemnitee may bring an action
seeking  resolution  of disputes or  controversies  arising  under or in any way
related to this  Agreement in the state or federal court  jurisdiction  in which
Indemnitee  resides or in which his or her place of business is located,  and in
any related appellate courts,  and the Corporation  consents to the jurisdiction
of such courts and to such venue.

     11.  NOTICES.  For the  purposes of this  Agreement,  notices and all other
communications  provided for in the  Agreement  shall be in writing and shall be
deemed  to have been  duly  given  when  delivered  or  mailed by United  States
registered mail, return receipt requested, postage prepaid, as follows:

     If to Indemnitee:   Timothy M. Kohl
                         Knight Transportation, Inc.
                         5601 W. Buckeye Road
                         Phoenix, Arizona 85043

     If to Corporation:  Knight Transportation, Inc.
                         5601 West Buckeye Road
                         Phoenix, Arizona 85043
                         Attention:  Secretary

or to such other  address  as either  party may have  furnished  to the other in
writing in accordance  herewith,  except that notices of change of address shall
be effective only upon receipt.

                                      -6-
<PAGE>
     12.   COUNTERPART.   This   Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed to be an original  but all of which
together shall constitute one and the same instrument.

     13.  EFFECTIVENESS.  This  Agreement  shall be  effective as of October 16,
2000.

     IN WITNESS  WHEREOF,  the  undersigned  have  caused this  Agreement  to be
executed as of the day and year first above written.

                                        KNIGHT TRANSPORTATION, INC.


                                        By: /s/ Kevin P. Knight
                                           -------------------------------------
                                            Kevin P. Knight
                                            Its Chief Executive Officer


                                        INDEMNITEE

                                        /s/ Timothy M. Kohl
                                        ----------------------------------------
                                        Timothy M. Kohl

                                      -7-
<PAGE>
                               INDEMNITY AGREEMENT

     This  INDEMNITY  AGREEMENT  dated as of May 9, 2001, is made by and between
Knight   Transportation,   Inc.  (the  "Corporation"),   and  Matt  Salmon  (the
"Indemnitee").

                                    RECITALS

     The Articles of  Incorporation  and By-Laws of the Corporation  provide for
indemnification  by the  Corporation  of its  directors  to the  fullest  extent
permitted  by law.  The  Indemnitee  has been serving and desires to continue to
serve as a director of the  Corporation  in part in  reliance on such  indemnity
provision.

     To  provide  the  Indemnitee  with  additional   contractual  assurance  of
protection  against  personal  liability in connection with certain  proceedings
described below, the Corporation desires to enter into this Agreement.

     In order to  induce  the  Indemnitee  to  serve or  continue  to serve as a
director  of the  Corporation,  and in  consideration  of  the  Indemnitee's  so
serving,  the  Corporation  desires  to  indemnify  the  Indemnitee  and to make
arrangements  pursuant to which the  Indemnitee  may be  advanced or  reimbursed
expenses  incurred  by  Indemnitee  in  certain  proceedings   described  below,
according to the terms and conditions set forth below.

                                    AGREEMENT

     THEREFORE,  in consideration of the foregoing  recitals and of Indemnitee's
serving or continuing to serve the Corporation as a director,  the parties agree
as follows:

     1.   INDEMNIFICATION.

          (a) In  accordance  with  the  provisions  of  subsection  (b) of this
Section 1, the  Corporation  shall hold harmless and  indemnify  the  Indemnitee
against  any  and all  expenses,  liabilities  and  losses  (including,  without
limitation, investigation expenses and expert witnesses' and attorneys' fees and
expenses, costs of court, judgments, penalties, fines, and amounts paid or to be
paid in  settlement)  actually  incurred by the  Indemnitee  (net of any related
insurance  proceeds or other  amounts  received by  Indemnitee  or paid by or on
behalf of the Corporation on the  Indemnitee's  behalf),  in connection with any
action,  suit,  or  proceeding,  whether  civil,  criminal,  administrative,  or
investigative,  to which the Indemnitee is a party or is threatened to be made a
party (a "Proceeding")  based upon,  arising from,  relating to, or by reason of
the fact that Indemnitee is, was, shall be, or shall have been a director and/or
officer of the  Corporation  or is or was serving,  shall  serve,  or shall have
served at the  request  of the  Corporation  as a  director,  officer,  partner,
trustee,  member, employee, or agent ("Affiliate Indemnitee") of another foreign
or domestic  corporation or non-profit  corporation,  cooperative,  partnership,
joint  venture,  limited  liability  company,  trust  or other  incorporated  or
unincorporated enterprise (each, a "Company Affiliate").

                                      -1-
<PAGE>
          (b) Without  limiting the generality of the foregoing,  the Indemnitee
shall be entitled to the rights of  indemnification  provided in this  Section 1
for any  expenses  actually  incurred in any  Proceeding  initiated by or in the
right of the  Corporation,  unless  indemnification  is barred by A.R.S.  ss.ss.
10-851.D or 10-856.A, or any other applicable law.

          (c) In providing the foregoing indemnification, the Corporation shall,
with respect to any  proceeding,  hold harmless and indemnify the  Indemnitee to
the fullest  extent not  prohibited  by the law of the State of  Arizona,  as in
effect from time and time,  and the Articles of  Incorporation.  For purposes of
this  Agreement,  it is intended  that the  indemnification  afforded  hereby be
mandatory and the broadest possible under any then existing statutory  provision
expressly authorizing the Corporation to indemnify directors or officers whether
in effect on the date of this Agreement or hereafter,  provided,  however,  that
the  indemnification  provisions of this Agreement shall apply without regard to
whether any  provision  set forth in the  Articles or Bylaws of the  Corporation
authorizing or permitting indemnification shall be in force or effect.

     2. OTHER  INDEMNIFICATION  AGREEMENTS.  The  Corporation  may  purchase and
maintain  insurance or furnish  similar  protection or make other  arrangements,
including,  but not limited to,  providing  a trust fund,  letter of credit,  or
surety bond ("Indemnification Arrangements") on behalf of the Indemnitee against
any liability  asserted against him or her or incurred by or on behalf of him or
her  in  such  capacity  as a  director  or  officer  of the  Corporation  or an
Affiliated  Indemnitee,  or arising out of his or her status as such, whether or
not the  Corporation  would have the power to indemnify  him or her against such
liability under the provisions of this Agreement.  The purchase,  establishment,
and  maintenance of any such  Indemnification  Arrangement  shall not in any way
limit  or  affect  the  rights  and  obligations  of the  Corporation  or of the
Indemnitee  under this Agreement except as expressly  provided  herein,  and the
execution and delivery of this Agreement by the  Corporation  and the Indemnitee
shall  not in any  way  limit  or  affect  the  rights  and  obligations  of the
Corporation or the other party or parties thereto under any such Indemnification
Arrangement.  All amounts payable by the Corporation  pursuant to this Section 2
and Section 1 hereof are herein  referred to as  "Indemnified  Amounts."  To the
extent  the  Corporation  is able to obtain  directors  and  officers  liability
insurance of a reasonable  premium (as determined by the Corporation in its sole
discretion),   the  Corporation  shall  use  reasonable  efforts  to  cause  the
Indemnitee to be covered by such insurance.

     3. ADVANCE PAYMENT OF INDEMNIFIED AMOUNTS.

          (a) The  Indemnitee  hereby is granted the right to receive in advance
of a final,  nonappealable  judgment or other final adjudication of a Proceeding
(a "Final Determination") the amount of any and all expenses, including, without
limitation,   investigation   expenses,   court  costs,  expert  witnesses'  and
attorneys'  fees and other  expenses  expended or incurred by the  Indemnitee in
connection  with  any  Proceeding  or  otherwise  expensed  or  incurred  by the
Indemnitee (such amounts so expended or incurred being  hereinafter  referred to
as "Advanced Amounts").

                                      -2-
<PAGE>
          (b) In making any written request for Advanced Amounts, the Indemnitee
shall submit to the  Corporation a schedule  setting forth in reasonable  detail
the dollar  amount  expended or incurred and expected to be expended.  Each such
listing  shall be  supported  by the  bill,  agreement,  or other  documentation
relating thereto, each of which shall be appended to the schedule as an exhibit.
In  addition,  before the  Indemnitee  may  receive  Advanced  Amounts  from the
Corporation,  the  Indemnitee  shall  provide to the  Corporation  (i) a written
affirmation of the Indemnitee's  good faith belief that the applicable  standard
of conduct required for indemnification by the Corporation has been satisfied by
the Indemnitee, and (ii) a written undertaking by or on behalf of the Indemnitee
to repay the  Advanced  Amount if it shall  ultimately  be  determined  that the
Indemnitee  has not satisfied any  applicable  standard of conduct.  The written
undertaking   required  from  the  Indemnitee  shall  be  an  unlimited  general
obligation of the Indemnitee but need not be secured.  The Corporation shall pay
to the Indemnitee all Advanced  Amounts within twenty (20) days after receipt by
the Corporation of all information and documentation  required to be provided by
the Indemnitee pursuant to this paragraph.

     4. PROCEDURE FOR PAYMENT OF INDEMNIFIED AMOUNTS.

          (a) To obtain  indemnification  under this  Agreement,  the Indemnitee
shall submit to the Corporation a written request for payment of the appropriate
Indemnified  Amounts,  including  with  such  requests  such  documentation  and
information  as  is  reasonably  available  to  the  Indemnitee  and  reasonably
necessary to determine  whether and to what extent the Indemnitee is entitled to
indemnification.  The Secretary of the Corporation shall,  promptly upon receipt
of such a request for indemnification,  advise the Board of Directors in writing
that the Indemnitee has requested indemnification.

          (b)  The   Corporation   shall  pay  the  Indemnitee  the  appropriate
Indemnified  Amounts unless it is established that the Indemnitee engaged in one
of the Prohibited  Acts,  and such  Prohibited Act was the subject matter of the
Proceeding.  For purposes of  determining  whether the Indemnitee is entitled to
Indemnified  Amounts,  in order to deny  indemnification to the Indemnitee,  the
Corporation  has the  burden of proof in  establishing  (1) that the  Indemnitee
engaged in the  Prohibited  Act, and (2) that the Prohibited Act was the subject
matter of the  Proceeding.  In this regard,  a termination  of any Proceeding by
judgment,  order or settlement does not create a presumption that the Indemnitee
did not meet the  requisite  standard of conduct;  provided,  however,  that the
termination  of any criminal  proceeding  by  conviction,  or a pleading of nolo
contendere  or its  equivalent,  or an entry of an order of  probation  prior to
judgment,  creates a rebuttable  presumption  that the  Indemnitee  engaged in a
Prohibited Act. For purposes of this Agreement,  a Prohibited Act shall mean any
act,  omission or condition (i) described in A.R.S. ss. 10-851.D or 10-856.A for
which the Corporation may not indemnify the Indemnitee or (ii) any act, omission
or condition for which indemnity is not available under any federal or state law
or public policy.

          (c) Any determination  that the Indemnitee has engaged in a Prohibited
Act shall be made (i) either by the Board of Directors  by a majority  vote of a
quorum consisting of directors who were not parties to such Proceeding;  or (ii)
by independent legal counsel (who may be the outside counsel regularly  employed

                                       -3-
<PAGE>
by the Corporation);  provided that the manner in which (and, if applicable, the
counsel  by which) the right of  indemnification  is to be  determined  shall be
approved in advance in writing by both the highest ranking  executive officer of
the  Corporation  who is not a  party  to  such  action  (sometimes  hereinafter
referred to as "Senior  Officer") and by the Indemnitee.  In the event that such
parties are unable to agree on the manner in which any such  determination is to
be made, such determination  shall be made by independent legal counsel retained
by the  Corporation  especially for such purpose,  provided that such counsel be
approved  in advance in writing by both the Senior  Officer  and the  Indemnitee
and, provided further,  that such counsel shall not be outside counsel regularly
employed by the Corporation. The fees and expenses of counsel in connection with
making  the   determination   contemplated   hereunder  shall  be  paid  by  the
Corporation,  and, if requested by such counsel, the Corporation shall give such
counsel an  appropriate  written  agreement with respect to the payment of their
fees and  expenses  and such other  matters as may be  reasonably  requested  by
counsel.

          (d) The  Corporation  will use its best efforts to conclude as soon as
practicable any required  determination  pursuant to subparagraph  (c) above and
promptly will advise the Indemnitee in writing with respect to any determination
that the  Indemnitee  is or is not  entitled  to  indemnification,  including  a
description  of any reason or basis for which  indemnification  has been denied.
Payment of any  applicable  Indemnified  Amounts will be made to the  Indemnitee
within ten (10) days after any determination of the Indemnitee's  entitlement to
indemnification.

          (e)  Notwithstanding  the foregoing,  the Indemnitee  may, at any time
after sixty (60) days after a claim for Indemnified  Amounts has been filed with
the  Corporation (or upon receipt of written notice that a claim for Indemnified
Amounts has been rejected,  if earlier) and before three (3) years after a claim
for  Indemnified  Amounts  has  been  filed,   petition  a  court  of  competent
jurisdiction to determine whether the Indemnitee is entitled to  indemnification
under the provisions of this Agreement,  and such court shall thereupon have the
exclusive  authority  to make such  determination  unless  and until  such court
dismisses  or  otherwise   terminates  such  action  without  having  made  such
determination. The court shall, as petitioned, make an independent determination
of whether the Indemnitee is entitled to  indemnification as provided under this
Agreement,  irrespective  of  any  prior  determination  made  by the  Board  of
Directors  or  independent  counsel.  If the  court  shall  determine  that  the
Indemnitee  is  entitled  to  indemnification  as to any claim,  issue or matter
involved  in the  Proceeding  with  respect  to  which  there  has been no prior
determination pursuant to this Agreement or with respect to which there has been
a prior  determination  that the Indemnitee was not entitled to  indemnification
hereunder, the Corporation shall pay all expenses (including attorneys' fees and
court  costs)  actually  incurred  by the  Indemnitee  in  connection  with such
judicial determination.

                                       -4-
<PAGE>
     5. AGREEMENT NOT EXCLUSIVE; SUBROGATION RIGHTS, ETC.

          (a) This  Agreement  shall  not be deemed  exclusive  of and shall not
diminish any other rights the  Indemnitee  may have to be indemnified or insured
or  otherwise  protected  against  any  liability,   loss,  or  expense  by  the
Corporation,  any subsidiary of the  Corporation,  or any other person or entity
under any  charter,  bylaws,  law,  agreement,  policy of  insurance  or similar
protection,  vote  of  stockholders  or  directors,  disinterested  or  not,  or
otherwise,  whether or not now in effect, both as to actions in the Indemnitee's
official  capacity,  and as to actions in another  capacity  while  holding such
office.  The Corporation's  obligations to make payments of Indemnified  Amounts
hereunder  shall be  satisfied to the extent that  payments  with respect to the
same  Proceeding  (or part  thereof) have been made to or for the benefit of the
Indemnitee by reason of the  indemnification  of the Indemnitee  pursuant to any
other arrangement made by the Corporation for the benefit of the Indemnitee.

          (b) In the  event  the  Indemnitee  shall  receive  payment  from  any
insurance  carrier  or  from  the  plaintiff  in  any  Proceeding  against  such
Indemnitee in respect of Indemnified Amounts after payments on account of all or
part of such  Indemnified  Amounts  have been made by the  Corporation  pursuant
hereto,  such Indemnitee shall promptly reimburse to the Corporation the amount,
if any,  by which the sum of such  payment  by such  insurance  carrier  or such
plaintiff and payments by the  Corporation or pursuant to  arrangements  made by
the  Corporation  to  Indemnitee  exceeds such  Indemnified  Amounts;  provided,
however,  that  such  portions,  if any,  of such  insurance  proceeds  that are
required  to be  reimbursed  to the  insurance  carrier  under  the terms of its
insurance  policy,  such as deductible or  co-insurance  payments,  shall not be
deemed to be payments to the Indemnitee hereunder.  In addition, upon payment of
Indemnified Amounts hereunder, the Corporation shall be subrogated to the rights
of  Indemnitee  receiving  such  payments  (to the extent  thereof)  against any
insurance  carrier (to the extent  permitted  under such insurance  policies) or
plaintiff  in respect  to such  Indemnified  Amounts  and the  Indemnitee  shall
execute and deliver any and all  instruments  and  documents and perform any and
all other acts or deeds which the  Corporation  deems  necessary or advisable to
secure such rights.  Such right of subrogation  shall be terminated upon receipt
by the Corporation of the amount to be reimbursed by the Indemnitee  pursuant to
the first sentence of this paragraph.

     6.  CONTINUATION  OF  INDEMNITY.  All  agreements  and  obligations  of the
Corporation  contained  herein shall continue during the period  Indemnitee is a
director of the  Corporation (or is serving at the request of the Corporation as
an Affiliate  Indemnitee)  and shall  continue  thereafter so long as Indemnitee
shall  be  subject  to any  possible  Proceeding  by  reason  of the  fact  that
Indemnitee was a director, officer or employee of the Corporation or was serving
in any other capacity referred to herein.

     7. SUCCESSORS;  BINDING  AGREEMENT.  This Agreement shall be binding on and
shall inure to the benefit of and be enforceable by the Corporation's successors
and  assigns  and  by  the  Indemnitee's  personal  or  legal   representatives,
executors,  administrators,   successors,  heirs,  distributees,  devisees,  and
legatees.  The  Corporation  shall  require any  successor or assignee  (whether
direct or indirect, by purchase, merger, consolidation,  or otherwise) to all or
substantially  all of the business and/or assets of the Corporation,  by written
agreement in form and substance  reasonably  satisfactory to the Corporation and

                                       -5-
<PAGE>
to the  Indemnitee,  expressly to assume and agree to perform this  Agreement in
the same manner and to the same extent that the Corporation would be required to
perform if no such succession or assignment had taken place.

     8. ENFORCEMENT. The Corporation has entered into this Agreement and assumed
the  obligations  imposed  on the  Corporation  hereby  in order to  induce  the
Indemnitee to act as a director of the Corporation,  and  acknowledges  that the
Indemnitee is relying upon this Agreement in continuing in such capacity. In the
event the  Indemnitee  is required  to bring any action to enforce  rights or to
collect  monies due under this  Agreement and is successful in such action,  the
Corporation  shall  reimburse  Indemnitee for all of the  Indemnitee's  fees and
expenses in bringing and pursuing such action.  The Indemnitee shall be entitled
to the  advancement of Indemnified  Amounts to the full extent  contemplated  by
Section 3 hereof in connection with such Proceeding.

     9. SEPARABILITY. Each of the provisions of this Agreement is a separate and
distinct  agreement  independent of the others,  so that if any provision hereof
shall be held to be invalid or unenforceable for any reason,  such invalidity or
unenforceability  shall not affect the validity or  enforceability  of the other
provisions hereof, which other provisions shall remain in full force and effect.

     10. MISCELLANEOUS.  No provision of this Agreement may be modified, waived,
or discharged  unless such  modification,  waiver,  or discharge is agreed to in
writing  signed  by  Indemnitee  and  either  the  Chairman  of the Board or the
President of the Corporation or another officer of the Corporation  specifically
designated by the Board of  Directors.  No waiver by either party at any time of
any  breach by the other  party of, or of  compliance  with,  any  condition  or
provision of this  Agreement to be performed by such other party shall be deemed
a waiver of similar or  dissimilar  provisions or conditions at the same time or
at any prior or  subsequent  time. No  agreements  or  representations,  oral or
otherwise,  express or implied,  with respect to the subject  matter hereof have
been made by either party which are not set forth  expressly in this  Agreement.
The validity,  interpretation,  construction,  and performance of this Agreement
shall be governed by the laws of the State of Arizona,  without giving effect to
the principles of conflicts of laws thereof.  The Indemnitee may bring an action
seeking  resolution  of disputes or  controversies  arising  under or in any way
related to this  Agreement in the state or federal court  jurisdiction  in which
Indemnitee  resides or in which his or her place of business is located,  and in
any related appellate courts,  and the Corporation  consents to the jurisdiction
of such courts and to such venue.

     11.  NOTICES.  For the  purposes of this  Agreement,  notices and all other
communications  provided for in the  Agreement  shall be in writing and shall be
deemed  to have been  duly  given  when  delivered  or  mailed by United  States
registered mail, return receipt requested, postage prepaid, as follows:

                                       -6-
<PAGE>
          If to Indemnitee:   Matt Salmon
                              Knight Transportation, Inc.
                              5601 W. Buckeye Road
                              Phoenix, Arizona 85043

          If to Corporation:  Knight Transportation, Inc.
                              5601 West Buckeye Road
                              Phoenix, Arizona 85043
                              Attention: Secretary

or to such other  address  as either  party may have  furnished  to the other in
writing in accordance  herewith,  except that notices of change of address shall
be effective only upon receipt.

     12.   COUNTERPART.   This   Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed to be an original  but all of which
together shall constitute one and the same instrument.

     13. EFFECTIVENESS. This Agreement shall be effective as of May 9, 2001.

     IN WITNESS  WHEREOF,  the  undersigned  have  caused this  Agreement  to be
executed as of the day and year first above written.

                                        KNIGHT TRANSPORTATION, INC.


                                        By: /s/ Kevin P. Knight
                                            ------------------------------------
                                            Kevin P. Knight
                                            Its Chief Executive Officer


                                        INDEMNITEE:


                                        /s/ Matt Salmon
                                        ----------------------------------------
                                        Matt Salmon

                                       -7-

</TEXT>
</DOCUMENT>
