Common use of Base Salary; Bonus; Benefits Clause in Contracts

Base Salary; Bonus; Benefits. (a) During the Employment Period, the Company (or any of its Affiliates) shall pay the Executive a minimum annual base salary (the “Base Salary”) of $425,000.00, payable in such installments (but not less often than monthly) as is generally the policy of the Company with respect to the payment of regular compensation to its employees. The Base Salary may be increased from time to time in the sole discretion of the Board (or a committee thereof). The Executive will also be entitled to vacation under the Company’s policy. Such vacation shall accrue and may be taken in accordance with the Company’s policy in effect from time to time with respect to its employees generally, subject to the Company's right at any time and from time to time to amend, modify, change or terminate such vacation policy in any respect. The Executive will also be entitled to such other benefits as may be made available to other executive officers of the Company generally, including participation in such health, life and disability insurance programs and retirement or savings plans, if any, as the Company may from time to time maintain in effect, as well a monthly car allowance of $1,200.00 in accordance with the Company’s policy from time to time for similarly situated executives, in all cases subject to the Company's right at any time and from time to time to amend, modify, change or terminate in any respect any of its employee and other benefit plans, policies, or programs. The Company will reimburse the Executive for the reasonable costs incurred by the Executive for temporary housing in the vicinity of Dublin, OH and for travel between the Executive’s residence in Wilmington, DE and Dublin, OH, until the first to occur of (i) the Executive’s relocation to the Dublin, OH, vicinity and (ii) August 30, 2013, to the extent such costs are incurred in accordance with all applicable policies of the Company. The Company will also reimburse the Executive for the reasonable costs and expenses incurred by the Executive (grossed up to cover any net income tax obligation incurred by the Executive with respect to such reimbursement) to relocate to the Dublin, OH, vicinity subject to and in accordance with the Company’s relocation policy. (b) During the Employment Period, the Executive shall be entitled to participate in the Company’s performance bonus plan or program if, as, and to the extent adopted by the Board and in effect from time to time with respect to similarly situated executives of the Company and its subsidiaries (the “Bonus Plan”), and to receive such performance bonus thereunder (if any is earned or available) with respect to each fiscal year of the Company occurring during the Employment Period, subject in all cases to the terms and conditions of this Agreement and such Bonus Plan. The amount of such performance bonus, if any, that may be awarded and payable to the Executive hereunder with respect to any such fiscal year shall range up to seventy-five percent (75%) of the Base Salary earned and paid for such fiscal year as determined by the Board (or committee thereof) in its sole discretion based on and to the extent of the achievement or satisfaction of such targets, goals and conditions applicable to the Executive as may be provided in such Bonus Plan for such fiscal year, and as the Board (or committee thereof) may otherwise determine. Such targets, goals and conditions may include (i) business, financial, operating and/or other performance measures applicable to (A) the Company and its Affiliates taken as a whole and (B) those business segment(s) or divisions(s) of the Company and its Affiliates for and with respect to which the Executive is responsible or has authority and (ii) such personal and individual performance criteria as may be determined by the Executive’s supervisor or the Board (or committee thereof) taking into account the Executive's duties and responsibilities to the Company and its Affiliates for the period in question. The performance bonus awarded and payable to the Executive under such Bonus Plan with respect to any such fiscal year (including any pro rated amount payable pursuant to the Bonus Plan and following provisions of this Section 4(b)) shall be paid at such time or times and in such manner as performance bonuses are paid to the other similarly situated employees of the Company generally. If the Executive’s employment with the Company is terminated by the Company without “cause” pursuant to Section 7(b) below or by the Executive for Good Reason pursuant to Section 7(c), the Executive may, at the discretion of the Company’s Chief Executive Officer, be entitled to receive that portion of the bonus payable for the fiscal year of the Company during which such termination occurs pro rated through the date of such termination based on the number of days elapsed through the termination date over 365 days (but subject to the terms and conditions of the Bonus Plan, including the Executive’s satisfactory compliance with or achievement of personal and individual performance criteria and objectives for the period while employed as well as Pacer’s or its Affiliates’ or business unit’s achievement of applicable performance measures). If the Executive’s employment with the Company is terminated for any reason other than by the Company without “cause” pursuant to Section 7(b) below or by the Executive for Good Reason pursuant to Section 7(c), neither the Company nor any of its Affiliates will be obligated to pay the Executive any bonus with respect to the fiscal year of the Company in which such termination occurred or thereafter. The Executive’s rights to participate in, and to receive a performance bonus under, the Company’s Bonus Plan in effect for any given fiscal year shall be subject to the Company's right at any time and from time to time to amend, modify, change or terminate such Bonus Plan in any respect. In the event of a conflict between this Agreement and such Bonus Plan, this Agreement shall control. (c) The Executive will be recommended to receive a 2013 grant under the Company’s long-term incentive program valued at 100% of the Base Salary on the date of grant, it being understood that the timing, amount, value and other terms and conditions of any awards granted thereunder are at the sole discretion of the Board. The Executive may be recommended for future grant awards under the Company’s long-term incentive program in the sole discretion of the Company’s Chief Executive Officer, with the timing, amount, value and other terms and conditions of any awards granted thereunder are at the sole discretion of the Board. (d) The Company shall pay the Executive a one-time signing bonus of $250,000.00 on or about February 15, 2012, subject to the Executive’s continued employment with the Company on that date.

Base Salary; Bonus; Benefits. (a) During the Employment Period, the Company (or any of its Affiliates) shall pay the Executive a minimum annual base salary (the “Base Salary”) of $425,000.00300,000, but subject to the Company-wide 10% salary reduction in effect as of the Commencement Date resulting in a minimum Base Salary of $270,000 until such time as the 10% salary reduction is rescinded. Such Base Salary will be payable in such installments (but not less often than monthly) as is generally the policy of the Company with respect to the payment of regular compensation to its employeesexecutive officers. The Base Salary may be increased from time to time in the sole discretion of the Board (or a committee thereof)Board. The Executive will also be entitled to four weeks vacation per year under and subject to the Company’s policy. Such vacation shall accrue and may be taken in accordance with the Company’s policy in effect from time to time with respect to its employees executive officers generally, subject to the Company's ’s right at any time and from time to time generally to amend, modify, change or terminate such vacation policy in any respect. The Executive will also be entitled to such other benefits as may be made available to other executive officers of the Company generally, including participation in such health, life and disability insurance programs and retirement or savings plans, if any, as the Company may from time to time maintain in effect, as well as a monthly club dues allowance and a monthly car allowance of $1,200.00 in accordance with the Company’s policy from time to time for similarly situated executives, in all cases subject to the Company's ’s right at any time and from time to time generally to amend, modify, change or terminate in any respect any of its employee and other benefit plans, policies, or programs. The Company will reimburse the Executive for the reasonable costs incurred by the Executive for temporary housing in the vicinity of Dublin, OH and for travel between the Executive’s residence in Wilmington, DE and Dublin, OH, until the first to occur of (i) the Executive’s relocation to the Dublin, OH, vicinity and (ii) August 30, 2013, to the extent such costs are incurred in accordance with all applicable policies of the Company. The Company will also reimburse the Executive for the reasonable costs and expenses incurred by the Executive (grossed up to cover any net income tax obligation incurred by the Executive with respect to such reimbursement) to relocate to the Dublin, OH, vicinity subject to and in accordance with the Company’s relocation policy. (b) During the Employment Period, the Executive shall be entitled to participate in the Company’s performance bonus plan or program if, as, and to the extent as adopted by the Board and in effect from time to time with respect to similarly situated executives of the Company and its subsidiaries (the “Bonus Plan”), and to receive such performance bonus thereunder (if any is earned or availableany) with respect to each fiscal year of the Company occurring during the Employment Period, subject in all cases to the terms and conditions of this Agreement and such Bonus Plan. The amount of such performance bonus, if any, that may be awarded and payable to the Executive hereunder with respect to any such fiscal year shall range up to seventy-five fifty percent (7550%) of the Base Salary earned and paid in effect for such fiscal year as determined by the Board (or committee thereof) in its sole discretion based on and to the extent of the achievement or satisfaction of such targets, goals and conditions applicable to the Executive as may be provided in such Bonus Plan for such fiscal year, and as the Board (or committee thereof) may otherwise determine. Such targets, goals and conditions may include (i) business, financial, operating and/or other performance measures applicable to (A) the Company and its Affiliates taken as a whole and (B) those business segment(s), divisions(s) or divisions(sfunctional group(s) of the Company and its Affiliates for and with respect to which the Executive is responsible or has authority (e.g., the marketing and sales function) and (ii) such personal and individual performance criteria as may be determined by the Executive’s supervisor or the Board (or committee thereof) taking into account the Executive's ’s duties and responsibilities to the Company and its Affiliates for the period in question. The performance bonus awarded and payable to the Executive under such Bonus Plan with respect to any such fiscal year (including any pro rated amount payable pursuant to the Bonus Plan and following provisions of this Section 4(b)) shall be paid at such time or times and in such manner as performance bonuses are paid to the other similarly situated employees executive officers of the Company generally. If the Executive’s employment with the Company is terminated by the Company without “cause” pursuant to Section 7(b) below or by the Executive for Good Reason pursuant to Section 7(c)below, the Executive may, at the discretion of the Company’s Chief Executive Officer, will be entitled to receive that portion of the bonus payable for the fiscal year of the Company during which such termination occurs pro rated through the date of such termination based on the number of days elapsed through the termination date over 365 days (but subject to the terms and conditions of the Bonus Plan, including the Executive’s satisfactory compliance with or achievement of personal and individual performance criteria and objectives for the period while employed as well as Pacer’s or its Affiliates’ or business unit’s achievement of applicable performance measures)days. If the Executive’s employment with the Company is terminated for any reason other than by the Company without “cause” pursuant to Section 7(b) below or by the Executive for Good Reason pursuant to Section 7(c)below, neither the Company nor any of its Affiliates will be obligated to pay the Executive any bonus with respect to the fiscal year of the Company in which such termination occurred or thereafter. The Executive’s rights to participate in, and to receive a performance bonus under, the Company’s Bonus Plan in effect for any given fiscal year shall be subject to the Company's ’s right at any time and from time to time to amend, modify, change or terminate such Bonus Plan in any respect. In the event of a conflict between this Agreement and such Bonus Plan, this Agreement shall control. (c) The Executive will be recommended to receive a 2013 grant under the Company’s long-term incentive program valued at 100% of the Base Salary on the date of grant, it being understood that the timing, amount, value and other terms and conditions of any awards granted thereunder are at the sole discretion of the Board. The Executive may be recommended for future grant awards under the Company’s long-term incentive program in the sole discretion of the Company’s Chief Executive Officer, with the timing, amount, value and other terms and conditions of any awards granted thereunder are at the sole discretion of the Board. (d) The Company shall pay the Executive a one-time signing bonus of $250,000.00 on or about February 15, 2012, subject to the Executive’s continued employment with the Company on that date.

Base Salary; Bonus; Benefits. (a) During the Employment Period, the Company (or any of its Affiliates) shall pay the Executive a minimum annual base salary (the “Base Salary”) of $425,000.00260,000, payable in such installments (but not less often than monthly) as is generally the policy of the Company with respect to the payment of regular compensation to its employeesexecutive officers. Such Base Salary will not be subject to the 10% salary reduction currently in effect for Company employees and therefore, will not be adjusted when the 10% salary reduction is rescinded. The Base Salary may be increased from time to time in the sole discretion of the Board (or a committee thereof)Board. The Executive will also be entitled to four weeks vacation (pro-rated to two weeks in 2010) under and subject to the Company’s policy. Such vacation shall accrue and may be taken in accordance with the Company’s policy in effect from time to time with respect to its employees executive officers generally, subject to the Company's ’s right at any time and from time to time to amend, modify, change or terminate such vacation policy in any respect. The Executive will also be entitled to such other benefits as may be made available to other executive officers of the Company generally, including participation in such health, life and disability insurance programs and retirement or savings plans, if any, as the Company may from time to time maintain in effect, as well a monthly car allowance of $1,200.00 in accordance with the Company’s policy from time to time for similarly situated executives, in all cases subject to the Company's ’s right at any time and from time to time to amend, modify, change or terminate in any respect any of its employee and other benefit plans, policies, or programs. The Company will reimburse the Executive for the reasonable costs incurred by the Executive for temporary housing in the vicinity of Dublin, OH and for travel between the Executive’s residence in Wilmington, DE and Dublin, OH, until the first to occur of (i) the Executive’s relocation to the Dublin, OH, vicinity and (ii) August June 30, 2013, to the extent such costs are incurred in accordance with all applicable policies of the Company2011. The Company will also reimburse the Executive for the reasonable costs and expenses incurred by the Executive (grossed up to cover any net income tax obligation incurred by the Executive with respect to such reimbursement) to relocate to the Dublin, OH, vicinity subject to and in accordance with the Company’s relocation policy. (b) During the Employment Period, the Executive shall be entitled to participate in the Company’s performance bonus plan or program if, as, and to the extent as adopted by the Board and in effect from time to time with respect to similarly situated executives of the Company and its subsidiaries Affiliates (the “Bonus Plan”), and to receive such performance bonus thereunder (if any is earned or availableany) with respect to each fiscal year of the Company occurring during the Employment Period, subject in all cases to the terms and conditions of this Agreement and such Bonus Plan. The amount of such performance bonus, if any, that may be awarded and payable to the Executive hereunder with respect to any such fiscal year shall range up to seventy-five forty percent (7540%) of the Base Salary earned and paid in effect for such fiscal year as determined by the Board (or committee thereof) in its sole discretion based on and to the extent of the achievement or satisfaction of such targets, goals and conditions applicable to the Executive as may be provided in such Bonus Plan for such fiscal year, and as the Board (or committee thereof) may otherwise determine. Such targets, goals and conditions may include (i) business, financial, operating and/or other performance measures applicable to (A) the Company and its Affiliates taken as a whole and (B) those business segment(s) or divisions(s) of the Company and its Affiliates for and with respect to which the Executive is responsible or has authority (e.g., the transportation purchasing/capacity planning function) and (ii) such personal and individual performance criteria as may be determined by the Executive’s supervisor or the Board (or committee thereof) taking into account the Executive's ’s duties and responsibilities to the Company and its Affiliates for the period in question. The performance bonus awarded and payable to the Executive under such Bonus Plan with respect to any such fiscal year (including any pro rated amount payable pursuant to the Bonus Plan and following provisions of this Section 4(b)) shall be paid at such time or times and in such manner as performance bonuses are paid to the other similarly situated employees executive officers of the Company generally. If the Executive’s employment with the Company is terminated by the Company without “cause” pursuant to Section 7(b) below or by the Executive for Good Reason pursuant to Section 7(c)below, the Executive may, at the discretion of the Company’s Chief Executive Officer, will be entitled to receive that portion of the bonus payable for the fiscal year of the Company during which such termination occurs pro rated through the date of such termination based on the number of days elapsed through the termination date over 365 days (but subject to the terms and conditions of the Bonus Plan, including the Executive’s satisfactory compliance with or achievement of personal and individual performance criteria and objectives for the period while employed as well as Pacer’s or its Affiliates’ or business unit’s achievement of applicable performance measures)days. If the Executive’s employment with the Company is terminated for any reason other than by the Company without “cause” pursuant to Section 7(b) below or by the Executive for Good Reason pursuant to Section 7(c)below, neither the Company nor any of its Affiliates will be obligated to pay the Executive any bonus with respect to the fiscal year of the Company in which such termination occurred or thereafter. The Executive’s rights to participate in, and to receive a performance bonus under, the Company’s Bonus Plan in effect for any given fiscal year shall be subject to the Company's ’s right at any time and from time to time to amend, modify, change or terminate such Bonus Plan in any respect. In the event of a conflict between this Agreement and such Bonus Plan, this Agreement shall control. (c) The Executive will be recommended to receive a 2013 grant under the Company’s long-term incentive program valued at 100% of the Base Salary on the date of grant, it being understood that the timing, amount, value and other terms and conditions of any awards granted thereunder are at the sole discretion of the Board. The Executive may be recommended for future grant awards under the Company’s long-term incentive program in the sole discretion of the Company’s Chief Executive Officer, with the timing, amount, value and other terms and conditions of any awards granted thereunder are at the sole discretion of the Board. (d) The Company shall pay the Executive a one-time signing bonus of $250,000.00 on or about February 15, 2012, subject to the Executive’s continued employment with the Company on that date.

Base Salary; Bonus; Benefits. (a) During the Employment Period, the Company (or any of its Affiliates) shall pay the Executive a minimum annual base salary (the “Base Salary”) of $425,000.00300,000, but subject to the Company-wide 10% salary reduction in effect as of the Commencement Date resulting in a minimum Base Salary of $270,000 until such time as the 10% salary reduction is rescinded. Such Base Salary will be payable in such installments (but not less often than monthly) as is generally the policy of the Company with respect to the payment of regular compensation to its employeesexecutive officers. The Base Salary may be increased from time to time in the sole discretion of the Board (or a committee thereof)Board. The Executive will also be entitled to four weeks vacation per year under and subject to the Company’s policy. Such vacation shall accrue and may be taken in accordance with the Company’s policy in effect from time to time with respect to its employees executive officers generally, subject to the Company's ’s right at any time and from time to time generally to amend, modify, change or terminate such vacation policy in any respect. The Executive will also be entitled to such other benefits as may be made available to other executive officers of the Company generally, including participation in such health, life and disability insurance programs and retirement or savings plans, if any, as the Company may from time to time maintain in effect, as well as a monthly car allowance of $1,200.00 in accordance with the Company’s policy from time to time for similarly situated executives, in all cases subject to the Company's ’s right at any time and from time to time generally to amend, modify, change or terminate in any respect any of its employee and other benefit plans, policies, or programs. The Company will reimburse the Executive for the reasonable costs incurred by the Executive for temporary housing in the vicinity of Dublin, OH and for travel between the Executive’s residence in Wilmington, DE and Dublin, OH, until the first to occur of (i) the Executive’s relocation to the Dublin, OH, vicinity and (ii) August June 30, 2013, to the extent such costs are incurred in accordance with all applicable policies of the Company2010. The Company will also reimburse the Executive for the reasonable costs and expenses incurred by the Executive (grossed up to cover any net income tax obligation incurred by the Executive with respect to such reimbursement) to relocate to the Dublin, OH, vicinity subject to and in accordance with the Company’s relocation policy. (b) During the Employment Period, the Executive shall be entitled to participate in the Company’s performance bonus plan or program if, as, and to the extent as adopted by the Board and in effect from time to time with respect to similarly situated executives of the Company and its subsidiaries (the “Bonus Plan”), and to receive such performance bonus thereunder (if any is earned or availableany) with respect to each fiscal year of the Company occurring during the Employment Period, subject in all cases to the terms and conditions of this Agreement and such Bonus Plan. The amount of such performance bonus, if any, that may be awarded and payable to the Executive hereunder with respect to any such fiscal year shall range up to seventy-five fifty percent (7550%) of the Base Salary earned and paid in effect for such fiscal year as determined by the Board (or committee thereof) in its sole discretion based on and to the extent of the achievement or satisfaction of such targets, goals and conditions applicable to the Executive as may be provided in such Bonus Plan for such fiscal year, and as the Board (or committee thereof) may otherwise determine. Such targets, goals and conditions may include (i) business, financial, operating and/or other performance measures applicable to (A) the Company and its Affiliates taken as a whole and (B) those business segment(s), divisions(s) or divisions(sfunctional group(s) of the Company and its Affiliates for and with respect to which the Executive is responsible or has authority (e.g., the finance and accounting function) and (ii) such personal and individual performance criteria as may be determined by the Executive’s supervisor or the Board (or committee thereof) taking into account the Executive's ’s duties and responsibilities to the Company and its Affiliates for the period in question. The performance bonus awarded and payable to the Executive under such Bonus Plan with respect to any such fiscal year (including any pro rated amount payable pursuant to the Bonus Plan and following provisions of this Section 4(b)) shall be paid at such time or times and in such manner as performance bonuses are paid to the other similarly situated employees executive officers of the Company generally. If the Executive’s employment with the Company is terminated by the Company without “cause” pursuant to Section 7(b) below or by the Executive for Good Reason pursuant to Section 7(c)below, the Executive may, at the discretion of the Company’s Chief Executive Officer, will be entitled to receive that portion of the bonus payable for the fiscal year of the Company during which such termination occurs pro rated through the date of such termination based on the number of days elapsed through the termination date over 365 days (but subject to the terms and conditions of the Bonus Plan, including the Executive’s satisfactory compliance with or achievement of personal and individual performance criteria and objectives for the period while employed as well as Pacer’s or its Affiliates’ or business unit’s achievement of applicable performance measures)days. If the Executive’s employment with the Company is terminated for any reason other than by the Company without “cause” pursuant to Section 7(b) below or by the Executive for Good Reason pursuant to Section 7(c)below, neither the Company nor any of its Affiliates will be obligated to pay the Executive any bonus with respect to the fiscal year of the Company in which such termination occurred or thereafter. The Executive’s rights to participate in, and to receive a performance bonus under, the Company’s Bonus Plan in effect for any given fiscal year shall be subject to the Company's ’s right at any time and from time to time to amend, modify, change or terminate such Bonus Plan in any respect. In the event of a conflict between this Agreement and such Bonus Plan, this Agreement shall control. (c) The Executive will be recommended to receive a 2013 grant under the Company’s long-term incentive program valued at 100% of the Base Salary on the date of grant, it being understood that the timing, amount, value and other terms and conditions of any awards granted thereunder are at the sole discretion of the Board. The Executive may be recommended for future grant awards under the Company’s long-term incentive program in the sole discretion of the Company’s Chief Executive Officer, with the timing, amount, value and other terms and conditions of any awards granted thereunder are at the sole discretion of the Board. (d) The Company shall pay the Executive a one-time signing bonus of $250,000.00 on or about February 15, 2012, subject to the Executive’s continued employment with the Company on that date.