Schneider National, Inc. Sample Contracts

CREDIT AGREEMENT dated as of August 6, 2018 among SCHNEIDER NATIONAL LEASING, INC., as Borrower, SCHNEIDER NATIONAL, INC., SCHNEIDER RESOURCES, INC., SCHNEIDER FINANCE, INC., and SCHNEIDER NATIONAL CARRIERS, INC., as Guarantors, The Lenders Party...
Credit Agreement • August 8th, 2018 • Schneider National, Inc. • Trucking (no local) • New York
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] Shares SCHNEIDER NATIONAL, INC. CLASS B COMMON STOCK, NO PAR VALUE UNDERWRITING AGREEMENT
Underwriting Agreement • March 7th, 2017 • Schneider National, Inc. • Trucking (no local) • New York
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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 3rd, 2017 • Schneider National, Inc. • Trucking (no local) • New York

THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of November 21, 2013 (this “Amendment”), is by and among SCHNEIDER NATIONAL LEASING, INC., a Nevada corporation (the “Borrower”), SCHNEIDER NATIONAL, INC., a Wisconsin, corporation (the “Parent”), SCHNEIDER RESOURCES, INC., a Wisconsin corporation, SCHNEIDER FINANCE, INC., a Wisconsin corporation, and SCHNEIDER NATIONAL CARRIERS, INC., a Nevada corporation (each a subsidiary of the Parent, and together with the Parent, each a “Guarantor” and collectively, the “Guarantors”), the Lenders party to the Credit Agreement described below (the “Lenders”), and JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”.)

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SCHNEIDER NATIONAL, INC. DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit • March 7th, 2017 • Schneider National, Inc. • Trucking (no local) • Wisconsin

THIS DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of [ ] (the “Date of Grant”), is made by and between Schneider National, Inc., a Wisconsin corporation (the “Company”), and [ ] (the “Participant”).

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Re: Non-Compete and No-Solicitation Agreement
Schneider National, Inc. • March 7th, 2017 • Trucking (no local) • Wisconsin

As a key employee of the Schneider organization, and as a member of the Enterprise Leadership Circle, you have had, and will in the future have access to the strategies, business plans, financial data, and other confidential business information and trade secrets of Schneider. You also may have such contact with the customers and suppliers of Schneider that they associate you with the goodwill of Schneider.

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REGISTRATION RIGHTS AGREEMENT dated as of April 11, 2017 among SCHNEIDER NATIONAL, INC., and THE SHAREHOLDERS PARTY HERETO
Registration Rights Agreement • April 12th, 2017 • Schneider National, Inc. • Trucking (no local) • Wisconsin

AGREEMENT dated as of April 11, 2017 among Schneider National, Inc., a Wisconsin corporation (the “Company”), and the parties hereto as listed on the signature pages, including any Permitted Transferees (collectively, the “Shareholders”).

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SCHNEIDER NATIONAL, INC. RESTRICTED SHARE AWARD AGREEMENT
Restricted Share Award Agreement • April 29th, 2021 • Schneider National, Inc. • Trucking (no local) • Wisconsin

THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”), dated as of [_____] (the “Date of Grant”), is made by and between Schneider National, Inc., a Wisconsin corporation (the “Company”), and [_______] (the “Participant”).

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SCHNEIDER NATIONAL, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • April 29th, 2021 • Schneider National, Inc. • Trucking (no local) • Wisconsin

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of [_____] (the “Date of Grant”), is made by and between Schneider National, Inc., a Wisconsin corporation (the “Company”), and [_______] (the “Participant”).

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SCHNEIDER NATIONAL, INC. NONQUALIFIED STOCK OPTION AWARD AGREEMENT
Nonqualified Stock Option Award Agreement • April 29th, 2021 • Schneider National, Inc. • Trucking (no local) • Wisconsin

THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of [_____] (the “Date of Grant”), is made by and between Schneider National, Inc., a Wisconsin corporation (the “Company”), and [_______] (the “Participant”).

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SCHNEIDER NATIONAL, INC. PERFORMANCE-BASED RESTRICTED SHARE AWARD AGREEMENT
Award Agreement • March 7th, 2017 • Schneider National, Inc. • Trucking (no local) • Wisconsin

THIS PERFORMANCE-BASED RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”), dated as of [ ] (the “Date of Grant”), is made by and between Schneider National, Inc., a Wisconsin corporation (the “Company”), and [ ] (the “Participant”).

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AMENDED AND RESTATED SCHNEIDER FAMILY BOARD NOMINATION PROCESS AGREEMENT THIS NOMINATION PROCESS AGREEMENT (this “Process” or this “Agreement”), dated as of February 14, 2023, is agreed to by and among SCHNEIDER NATIONAL, INC., a Wisconsin corporation...
Nomination Process Agreement • February 17th, 2023 • Schneider National, Inc. • Trucking (no local)
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SCHNEIDER NATIONAL, INC. DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Director Restricted Stock Unit Award Agreement • April 27th, 2023 • Schneider National, Inc. • Trucking (no local) • Wisconsin

THIS DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of April 24, 2023 (the “Date of Grant”), is made by and between Schneider National, Inc., a Wisconsin corporation (the “Company”), and [______] (the “Participant”).

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JOINDER AGREEMENT TO AMENDED AND RESTATED 1995 SCHNEIDER NATIONAL, INC. VOTING TRUST AGREEMENT AND VOTING AGREEMENT
Joinder Agreement • February 27th, 2018 • Schneider National, Inc. • Trucking (no local)

THIS JOINDER AGREEMENT (this “Joinder Agreement”) to the Amended and Restated 1995 Schneider National, Inc. Voting Trust Agreement and Voting Agreement, dated as of October 5, 2016 (the “Voting Trust Agreement”), is made and entered into as of October 31, 2017 by the individual whose name appears below (the “Joining Trustee”).

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Schneider National, Inc. Omnibus Long-Term Incentive Plan Stock Appreciation Rights Award Agreement You have been selected to receive a grant of Stock Appreciation Rights pursuant to the Schneider National, Inc. Omnibus Long-Term Incentive Plan, as...
Schneider National, Inc. • March 7th, 2017 • Trucking (no local)

THIS AGREEMENT, effective as of the Date of Grant set forth above, represents the grant of SARs by Schneider National, Inc., a Wisconsin corporation (the “Company”), to the Participant named above, pursuant to the provisions of the Plan.

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AMENDMENT NO. 1 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • February 27th, 2018 • Schneider National, Inc. • Trucking (no local) • New York

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of December 18, 2017 (this “Amendment”), by and among (a) Schneider Receivables Corporation, a Delaware corporation (the “Seller”), (b) Schneider National, Inc., a Wisconsin corporation, as initial Servicer (the “Servicer”), (c) Wells Fargo Bank, N.A., a national banking association (“WFB” or a “Purchaser”), and (d) Wells Fargo Bank, N.A., a national banking association, in its capacity as issuer of the Letters of Credit (in such capacity, the “L/C Issuer”) and in its capacity as administrative agent for the Purchasers and the L/C Issuer (in such capacity, together with its successors and assigns, the “Administrative Agent” and, together with the Purchasers and the L/C Issuer, the “Purchaser Parties”).

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SCHNEIDER NATIONAL, INC. RESTRICTED SHARE AWARD AGREEMENT
Restricted Share • March 7th, 2017 • Schneider National, Inc. • Trucking (no local) • Wisconsin

THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”), dated as of [ ] (the “Date of Grant”), is made by and between Schneider National, Inc., a Wisconsin corporation (the “Company”), and [ ] (the “Participant”).

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SCHNEIDER NATIONAL, INC. NONQUALIFIED STOCK OPTION AWARD AGREEMENT
Nonqualified Stock Option • March 7th, 2017 • Schneider National, Inc. • Trucking (no local) • Wisconsin

THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of [ ] (the “Date of Grant”), is made by and between Schneider National, Inc., a Wisconsin corporation (the “Company”), and [ ] (the “Participant”).

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AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT DATED AS OF DECEMBER 17, 2013 AMONG SCHNEIDER RECEIVABLES CORPORATION, AS SELLER, SCHNEIDER NATIONAL, INC., AS THE SERVICER, THE PURCHASERS FROM TIME TO TIME PARTY HERETO AND WELLS FARGO BANK, N.A.,...
Receivables Purchase Agreement • February 3rd, 2017 • Schneider National, Inc. • Trucking (no local) • New York
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Schneider National, Inc. • April 30th, 2018 • Trucking (no local) • Wisconsin

As an important employee of the Schneider organization, and as a member of the Enterprise Leadership Circle, you have had, and will in the future have access to the strategies, business plans, financial data, and other confidential business information and trade secrets of Schneider. You also may have such contact with the customers and suppliers of Schneider that they associate you with the goodwill of Schneider.

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SCHNEIDER NATIONAL, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT EXECUTIVE AWARD AGREEMENT
Restricted Stock Unit Executive Award Agreement • April 27th, 2023 • Schneider National, Inc. • Trucking (no local) • Wisconsin

THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of February 15, 2023 (the “Date of Grant”), is made by and between Schneider National, Inc., a Wisconsin corporation (the “Company”), and [_______] (the “Participant”).

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AMENDED AND RESTATED STOCK RESTRICTION AGREEMENT
Stock Restriction Agreement • December 22nd, 2016 • Schneider National, Inc. • Wisconsin

THIS AGREEMENT is made and entered into as of October 5, 2016, by and among SCHNEIDER NATIONAL, INC., a Wisconsin corporation (the “Corporation”), Thomas A. Gannon and Joan D. Klimpel, Trustees of the DONALD J. SCHNEIDER CHILDRENS TRUST #1 and the DONALD J. SCHNEIDER CHILDRENS TRUST #2, each created under the DONALD J. SCHNEIDER CHILDRENS TRUST dated February 8, 1991 (each a “Childrens Trust” or a “Shareholder”), Joan D. Klimpel and Mary P. DePrey, Trustees of the DONALD J. SCHNEIDER 2000 TRUST f/b/o Mary P. DePrey (the “2000 DePrey Trust”), Joan D. Klimpel and Therese A. Koller, Trustees of the DONALD J. SCHNEIDER 2000 TRUST f/b/o Therese A. Koller (the “2000 Koller Trust”), Joan D. Klimpel and Paul J. Schneider, Trustees of the DONALD J. SCHNEIDER 2000 TRUST f/b/o Paul J. Schneider (the “2000 P. Schneider Trust”), Joan D. Klimpel and Thomas J. Schneider, Trustees of the DONALD J. SCHNEIDER 2000 TRUST f/b/o Thomas J. Schneider (the “2000 T. Schneider Trust”), Joan D. Klimpel and Kathl

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SCHNEIDER NATIONAL, INC. PERFORMANCE-BASED RESTRICTED SHARE AWARD AGREEMENT
Restricted Share Award Agreement • April 29th, 2021 • Schneider National, Inc. • Trucking (no local) • Wisconsin

THIS PERFORMANCE-BASED RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”), dated as of [_____] (the “Date of Grant”), is made by and between Schneider National, Inc., a Wisconsin corporation (the “Company”), and [_______] (the “Participant”).

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28,947,000 Shares SCHNEIDER NATIONAL, INC. CLASS B COMMON STOCK, NO PAR VALUE UNDERWRITING AGREEMENT April 5, 2017
Underwriting Agreement • April 12th, 2017 • Schneider National, Inc. • Trucking (no local) • New York
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Participant: Date of Award: Vesting Date of Award: Target Dollar Value of Cash Award: Performance Period: Performance Measure #1: 5 year average Return on Capital (ROC) Target Level of Performance Measure #1: Performance Measure #2: 5 year Net Income...
Schneider National, Inc. • March 7th, 2017 • Trucking (no local)

THIS AGREEMENT, effective as of the Date of Award set forth above, represents the Cash Based Award by Schneider National, Inc., a Wisconsin corporation (the “Company”), to the Participant named above, pursuant to the provisions of the Plan.

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SCHNEIDER NATIONAL, INC. RESTRICTED STOCK UNIT EXECUTIVE AWARD AGREEMENT
Restricted Stock Unit Executive Award Agreement • April 27th, 2023 • Schneider National, Inc. • Trucking (no local) • Wisconsin

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of February 15, 2023 (the “Date of Grant”), is made by and between Schneider National, Inc., a Wisconsin corporation (the “Company”), and [_______] (the “Participant”).

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SCHNEIDER NATIONAL, INC. PERFORMANCE-BASED RESTRICTED SHARE AWARD AGREEMENT
Restricted Share Award Agreement • April 30th, 2018 • Schneider National, Inc. • Trucking (no local) • Wisconsin

THIS PERFORMANCE-BASED RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”), dated as of [______________] (the “Date of Grant”), is made by and between Schneider National, Inc., a Wisconsin corporation (the “Company”), and [________] (the “Participant”).

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Re: Key Employee Confidentiality Agreement
Schneider National, Inc. • March 7th, 2017 • Trucking (no local) • Wisconsin

As a key employee of the Schneider organization, you have and will have access to certain “Confidential Information” and “Trade Secrets,” which are defined below. Such Confidential Information and Trade Secrets have been developed and maintained through the investment of considerable time, effort and expense by Schneider and represent significant corporate assets of Schneider. Such Confidential Information must be subject to reasonable safeguards and protections such as protections against its unauthorized or improper use or disclosure. This letter represents an important aspect of protection of Confidential Information as set forth in this Confidentiality Agreement (“Agreement”).

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AMENDMENT NO. 3 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • August 2nd, 2021 • Schneider National, Inc. • Trucking (no local) • New York

RECEIVABLES PURCHASE AGREEMENT, dated as of July 30, 2021 (this “Amendment”), by and among (a) Schneider Receivables Corporation, a Delaware corporation (the “Seller”), (b) Schneider National, Inc., a Wisconsin corporation, as initial Servicer (the “Servicer”), (c) Wells Fargo Bank, N.A., a national banking association (“WFB” or a “Purchaser”), (d) PNC Bank, National Association (“PNC” or a “Purchaser”) and (e) Wells Fargo Bank, N.A., a national banking association, in its capacity as issuer of the Letters of Credit (in such capacity, the “L/C Issuer”) and in its capacity as administrative agent for the Purchasers and the L/C Issuer (in such capacity, together with its successors and assigns, the “Administrative Agent” and, together with the Purchasers and the L/C Issuer, the “Purchaser Parties”).

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SCHNEIDER NATIONAL LEASING, INC. ____________________ PRIVATE SHELF AGREEMENT ____________________ $200,000,000 Private Shelf Facility ________________ Dated as of June 17, 2020
Guaranty Agreement • September 1st, 2023 • Schneider National, Inc. • Trucking (no local) • Illinois

Each Prudential Affiliate (as hereinafter defined) which becomes bound by certain provisions of this Agreement as hereinafter provided (collectively, the “Purchasers”) c/o Prudential Private Capital Two Prudential Plaza, Suite 5600 Chicago, Illinois 60601

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Re: Confidentiality Agreement
Schneider National, Inc. • April 30th, 2018 • Trucking (no local) • Wisconsin

As an important employee of the Schneider organization, you have and will have access to certain “Confidential Information” and “Trade Secrets,” which are defined below. Such Confidential Information and Trade Secrets have been developed and maintained through the investment of considerable time, effort and expense by Schneider and represent significant corporate assets of Schneider. Such Confidential Information must be subject to reasonable safeguards and protections such as protections against its unauthorized or improper use or disclosure. This letter represents an important aspect of protection of Confidential Information as set forth in this Confidentiality Agreement (“Agreement”).

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SCHNEIDER NATIONAL, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit • March 7th, 2017 • Schneider National, Inc. • Trucking (no local) • Wisconsin

THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of [ ] (the “Date of Grant”), is made by and between Schneider National, Inc., a Wisconsin corporation (the “Company”), and [ ] (the “Participant”).

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AMENDED AND RESTATED VOTING TRUST AGREEMENT AND VOTING AGREEMENT
Voting Trust Agreement • December 22nd, 2016 • Schneider National, Inc. • Wisconsin

THIS AGREEMENT (the “Agreement”) is made and entered into as of October 5, 2016 by and among Thomas A. Gannon, Adam P. Godfrey, Robert W. Grubbs, Jr., Norman E. Johnson, Daniel J. Sullivan, and R. Scott Trumbull as the Trustees (the “Trustees”) of the Schneider National, Inc. Voting Trust as of the date hereof and the undersigned holders of Trust Certificates under the Schneider National, Inc. Voting Trust who have the power to cast the Requisite Vote (the “Consenting Certificate Holders”).

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SCHNEIDER NATIONAL, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • April 29th, 2021 • Schneider National, Inc. • Trucking (no local) • Wisconsin

THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of [_____] (the “Date of Grant”), is made by and between Schneider National, Inc., a Wisconsin corporation (the “Company”), and [_______] (the “Participant”).

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Re: Amendment No. 2 to Private Shelf Agreement
Schneider National, Inc. • September 1st, 2023 • Trucking (no local) • Illinois

This letter amendment (this “Letter”) makes reference to the Private Shelf Agreement, dated as of June 17, 2020 (as amended by Amendment No. 1 thereto dated July 28, 2020, the “Agreement”), between Schneider National Leasing, Inc., a Nevada corporation (the “Company”), PGIM, Inc. (“Prudential”) and each Prudential Affiliate (as defined therein) which becomes bound by the provisions thereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

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Re: Confidentiality Agreement
Schneider National, Inc. • March 7th, 2017 • Trucking (no local) • Wisconsin

As a key employee of the Schneider organization, and as a member of the Enterprise Leadership Circle, you have and will have access to certain “Confidential Information” and “Trade Secrets,” which are defined below. Such Confidential Information and Trade Secrets have been developed and maintained through the investment of considerable time, effort and expense by Schneider and represent significant corporate assets of Schneider. Such Confidential Information must be subject to reasonable safeguards and protections such as protections against its unauthorized or improper use or disclosure. This letter represents an important aspect of protection of Confidential Information as set forth in this Confidentiality Agreement (“Agreement”).

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