0001193125-12-052489 Sample Contracts

FORM OF PERFORMANCE STOCK UNIT AWARD AGREEMENT PURSUANT TO THE PACER INTERNATIONAL, INC. 2006 LONG-TERM INCENTIVE PLAN (two performance metrics version)
Performance Stock Unit Award Agreement • February 10th, 2012 • Pacer International Inc • Arrangement of transportation of freight & cargo • Tennessee

This PERFORMANCE STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made and entered into as of the day of , 201 by and between Pacer International, Inc. (the “Company”), a Tennessee corporation, and (the “Grantee”).

Sample 1Sample 2
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NONSTATUTORY STOCK OPTION AWARD AGREEMENT PURSUANT TO THE PACER INTERNATIONAL, INC. 2006 LONG-TERM INCENTIVE PLAN
Nonstatutory Stock Option Award Agreement • February 10th, 2012 • Pacer International Inc • Arrangement of transportation of freight & cargo • Tennessee

This NON-STATUTORY STOCK OPTION AWARD AGREEMENT (the “Agreement”) is made and entered into as of the day of , 20 , by and between Pacer International, Inc. (the “Company”), a Tennessee corporation, and (the “Grantee”).

Sample 1Sample 2
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