Exhibit
24
POWER OF
ATTORNEY
Know all
by these presents, that the undersigned hereby constitutes and appoints each of
Mark A. Scudder, Heidi Hornung-Scherr, Richard A. Hornung, and Catherine A.
Chase, signing singly, the undersigned's true and lawful attorney-in-fact
to:
|
|
(1)
|
execute
for and on behalf of the undersigned, in the undersigned's capacity as an
officer, director, and/or ten percent stockholder of Covenant
Transportation Group, Inc. (the "Company"), Forms 3, 4, and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and
the rules thereunder;
|
|
|
(2)
|
do
and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4,
or 5, including a Form ID, complete and execute any amendment or
amendments thereto, and timely file such form with the United States
Securities and Exchange Commission and any stock exchange or similar
authority; and
|
|
|
(3)
|
take
any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in
the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact's sole
discretion.
|
The
undersigned hereby grants to each such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company or Scudder Law Firm, P.C., L.L.O. assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
In
consideration of the attorneys-in-fact acting on the undersigned's behalf
pursuant to this Power of Attorney, the undersigned hereby agrees to indemnify
and hold harmless each attorney-in-fact, each substitute attorney-in-fact, and
each of their respective heirs, executors, legal representatives, successors,
and assigns from and against the entirety of any and all losses, claims, causes
of action, damages, fines, defense costs, amounts paid in settlement,
liabilities, and expenses, including reasonable attorneys' fees and expenses
(collectively, "Losses"), relating to or arising out of the exercise of this
Power of Attorney by any such attorney-in-fact or substitute attorney-in-fact,
and will reimburse each such indemnified person for all Losses as they are
incurred by such indemnified person in connection with any pending or threatened
claim, action, suit, proceeding, or investigation with which such indemnified
person is or is threatened to be made a party. The undersigned will not,
however, be responsible for any Losses that are finally determined by a court of
competent jurisdiction to have resulted solely from an attorney-in-fact's or
substitute attorney-in-fact's bad faith or willful misconduct.
This
Power of Attorney shall remain in full force and effect until the undersigned is
no longer required to file Forms 3, 4, and 5 with respect to the undersigned's
holdings of and transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 26th day of June, 2009.
|
|
/s/ Christopher Walkup
|
|
|
Christopher
Walkup
|