Standard 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
] Shares SCHNEIDER NATIONAL, INC. CLASS B COMMON STOCK, NO PAR VALUE UNDERWRITING AGREEMENTUnderwriting Agreement • March 7th, 2017 • Schneider National, Inc. • Trucking (no local) • New York
SCHNEIDER NATIONAL, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted 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”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit 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”.)
SCHNEIDER NATIONAL, INC. DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENTDirector 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”).
SCHNEIDER NATIONAL, INC. RESTRICTED SHARE AWARD AGREEMENTRestricted 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”).
SCHNEIDER NATIONAL, INC. NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified 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”).
SCHNEIDER NATIONAL, INC. PERFORMANCE-BASED RESTRICTED SHARE AWARD AGREEMENTPerformance-Based 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”).
REGISTRATION RIGHTS AGREEMENT dated as of April 11, 2017 among SCHNEIDER NATIONAL, INC., and THE SHAREHOLDERS PARTY HERETORegistration 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”).
SCHNEIDER NATIONAL, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT EXECUTIVE AWARD AGREEMENTPerformance-Based Restricted Stock Unit 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”).
AMENDED AND RESTATED VOTING TRUST AGREEMENT AND VOTING AGREEMENTVoting 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”).
CREDIT AGREEMENT dated as of November 22, 2024 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 • November 25th, 2024 • Schneider National, Inc. • Trucking (no local) • New York
THIS CREDIT AGREEMENT (this “Agreement”), dated as of November 22, 2024, is 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 such other subsidiaries of the Parent as may from time to time become a party hereto (together with the Parent, each a “Guarantor” and collectively, the “Guarantors”), the LENDERS party hereto, and BANK OF AMERICA, N.A., as Administrative Agent.
SCHNEIDER NATIONAL, INC. RESTRICTED STOCK UNIT EXECUTIVE AWARD AGREEMENTRestricted Stock Unit 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”).
SCHNEIDER NATIONAL, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTPerformance-Based Restricted Stock Unit Award Agreement • April 30th, 2018 • 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”).
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...Board Nomination Process Agreement • February 17th, 2023 • Schneider National, Inc. • Trucking (no local)
JOINDER AGREEMENT TO AMENDED AND RESTATED 1995 SCHNEIDER NATIONAL, INC. VOTING TRUST AGREEMENT AND VOTING AGREEMENTJoinder 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”).
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...Stock Appreciation Rights Award Agreement • March 7th, 2017 • Schneider National, Inc. • 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.
Re: Non-Compete and No-Solicitation AgreementNon-Compete and No-Solicitation Agreement • March 7th, 2017 • Schneider National, Inc. • 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.
AMENDMENT NO. 1 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables 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”).
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
DATE]Non-Compete and No-Solicitation Agreement • April 30th, 2018 • Schneider National, Inc. • 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.
AMENDMENT NO. 5 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • May 31st, 2024 • Schneider National, Inc. • Trucking (no local) • New York
THIS AMENDMENT NO. 5 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of May 29, 2024 (this “Amendment”), is 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”).
AMENDED AND RESTATED STOCK RESTRICTION AGREEMENTStock 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
SCHNEIDER NATIONAL, INC. PERFORMANCE-BASED RESTRICTED SHARE AWARD AGREEMENTPerformance-Based 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”).
28,947,000 Shares SCHNEIDER NATIONAL, INC. CLASS B COMMON STOCK, NO PAR VALUE UNDERWRITING AGREEMENT April 5, 2017Underwriting Agreement • April 12th, 2017 • Schneider National, Inc. • Trucking (no local) • New York
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...Cash Based Award Agreement • March 7th, 2017 • Schneider National, Inc. • 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.
«First_Name» «Last_Name» «Street» «City», «State»«Zip»Key Employee Non-Compete and No-Solicitation Agreement • March 7th, 2017 • Schneider National, Inc. • Trucking (no local) • Wisconsin
As a key employee of the Schneider organization, 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.
Re: Key Employee Confidentiality AgreementConfidentiality Agreement • March 7th, 2017 • Schneider National, Inc. • 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”).
AMENDMENT NO. 3 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables 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”).
SCHNEIDER NATIONAL LEASING, INC. ____________________ PRIVATE SHELF AGREEMENT ____________________ $200,000,000 Private Shelf Facility ________________ Dated as of June 17, 2020Private Shelf 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
Re: Confidentiality AgreementConfidentiality Agreement • April 30th, 2018 • Schneider National, Inc. • 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”).
Re: Amendment No. 2 to Private Shelf AgreementPrivate Shelf Agreement • September 1st, 2023 • Schneider National, Inc. • 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.
Re: Confidentiality AgreementConfidentiality Agreement • March 7th, 2017 • Schneider National, Inc. • 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”).
Schneider National, Inc. Omnibus Long-Term Incentive Plan Restricted Stock Award Agreement You have been selected to receive a grant of Shares of Restricted Stock pursuant to the Schneider National, Inc. Omnibus Long-Term Incentive Plan (the “Plan”),...Restricted Stock Award Agreement • March 7th, 2017 • Schneider National, Inc. • Trucking (no local) • Wisconsin
THIS AGREEMENT, effective as of the Date of Grant set forth above, represents the grant of Restricted Stock by Schneider National, Inc., a Wisconsin corporation (the “Company”), to the Participant named above, pursuant to the provisions of the Plan.
SCHNEIDER FAMILY BOARD NOMINATION PROCESS AGREEMENTNomination Process Agreement • December 22nd, 2016 • Schneider National, Inc.
THIS NOMINATION PROCESS AGREEMENT (this “Process” or this “Agreement”), dated as of October 5, 2016, is agreed to by and among SCHNEIDER NATIONAL, INC., a Wisconsin Corporation (together with any successor thereto, the “Corporation”) and each of Mary P. DePrey, Therese A. Koller, Thomas J. Schneider, Kathleen M. Zimmermann and Paul J. Schneider in his or her individual capacity (collectively, the “Family Members”).
