Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On March 4, 2021, the Board of Directors (the "Board") of P.A.M. Transportation Services, Inc. (the "Company") approved an annual cash and equity incentive plan (the "Plan") for certain employees, including the Company's named executive officers, providing for cash bonuses and equity incentive awards to be determined based on the attainment of certain consolidated operating income performance targets for the year ended December 31, 2021. The overall incentive payments will vary from zero to 150% of base salary for our Chief Executive Officer, Joseph A. Vitiritto, and from zero to 90% of base salary for our Chief Financial Officer, Allen W. West, depending on the actual level of consolidated operating income achieved. At the target operating income performance level under the Plan, Mr. Vitiritto and Mr. West will receive overall incentive payments valued at 100% and 65%, respectively, of the executive's base salary. The executive's overall incentive award earned, if any, will be paid 60% as a cash bonus and 40% in restricted shares of our common stock.

Under the terms of the Plan, the cash bonus and restricted share amounts increase incrementally based on the Company's actual 2021 consolidated operating income level achieved, assuming a minimum operating income level is attained. If the Company's 2021 operating income exceeds the minimum threshold, Mr. Vitiritto will receive a cash bonus representing 30%, 45%, 60%, 75% or 90% of his base salary and restricted shares representing 20%, 30%, 40%, 50% or 60% of his base salary, and Mr. West will receive a cash bonus representing 18%, 30%, 39%, 48% or 54% of his base salary and restricted shares representing 12%, 20%, 26%, 32% or 36% of his base salary, based on the actual operating income level achieved. The 2021 operating income performance target levels reflect a range of performance that the Board believes is attainable but uncertain, with the upper end of the range reflecting a significant achievement.

The cash bonus amount earned under the Plan, if any, will be paid immediately following certification of the Company's achievement of consolidated operating income exceeding the minimum performance level. The restricted shares earned, if any, will vest in equal annual installments over the four-year period following completion of the 2021 performance year, subject to the employee's continued service with the Company.

For purposes of the Plan, the applicable base salary will be the named executive officer's base salary in effect as of December 31, 2021. Consolidated operating income will be modified to exclude the impact of any cash bonus or stock compensation expense.


 Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

           Year.

On March 4, 2021, the Board of the Company adopted a third amendment (the "Bylaw Amendment") to the Company's Amended and Restated By-Laws, as amended (the "Bylaws"). The Bylaw Amendment permits the electronic transmission of consents of the Board acting in lieu of a meeting consistent with current Delaware law. The Bylaw Amendment became effective on March 4, 2021.

The foregoing description of the Bylaw Amendment is only a summary and is qualified in its entirety by reference to the full text of the Bylaw Amendment, a copy of which is attached as Exhibit 3.1 hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.



 3.1   Third Amendment to Amended and Restated By-Laws of the Registrant.








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