0001193125-12-437823 Sample Contracts

Contract
Employment Agreement • October 26th, 2012 • Pacer International Inc • Arrangement of transportation of freight & cargo • Ohio

EMPLOYMENT AGREEMENT dated as of September 11, 2012, between Pacer International, Inc., a Tennessee corporation (the “Company”), and Jeff Cook (the “Executive”).

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Form of Restricted Stock Unit Award Agreement Pursuant to the Pacer International, Inc. 2012 Omnibus Incentive Plan (for employees)
Restricted Stock Unit Award Agreement • October 26th, 2012 • Pacer International Inc • Arrangement of transportation of freight & cargo • Tennessee

This RESTRICTED 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”).

Separation Agreement and Release of Claims
Separation Agreement and Release of Claims • October 26th, 2012 • Pacer International Inc • Arrangement of transportation of freight & cargo • Ohio

This Separation Agreement and Release of Claims (the “Agreement”) is between Pacer International, Inc. and Michael Gordon (“you” or “Employee”) and memorializes our mutual agreement and understanding in connection with the termination of your employment with Pacer International, Inc. (“Pacer”), and its Affiliates (as defined in Section 19 below) (collectively, the “Company” or “Employer”) and settlement and release of potential claims as noted below. This Agreement shall become effective as set forth in Section 4 below. Accordingly, in consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Pacer and you hereby agree as follows:

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