0001091735-14-000010 Sample Contracts

Contract
Employment Agreement • February 26th, 2014 • Pacer International Inc • Arrangement of transportation of freight & cargo • Ohio

EMPLOYMENT AGREEMENT dated as of November 1, 2012, between Pacer International, Inc., a Tennessee corporation (the “Company”), and Paul V. Smith (the “Executive”).

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PERSONAL AND CONFIDENTIAL November 5, 2013 Frank Sutherland Powell, OH 43065
Personal and Confidential • February 26th, 2014 • Pacer International Inc • Arrangement of transportation of freight & cargo

This letter agreement documents recent agreed-to changes to your employment relationship with Pacer International, Inc. (together with its successors and assigns, the “Company”) and its subsidiaries. In consideration of your continued employment by the Company or its subsidiary, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and you, by your signature and acceptance below, hereby agree as follows:

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