EXHIBIT 10.10 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into effective as of October 27, 2003 (the "Effective Date"), by and between Forward Air Corporation, a corporation organized under the laws of the...Employment Agreement • March 11th, 2004 • Forward Air Corp • Arrangement of transportation of freight & cargo • Tennessee
EXHIBIT 10.11 OCTOBER 30, 2003 INCENTIVE STOCK OPTION AGREEMENT To the Optionee (the "Optionee") executing the reference and signature page(s) (the "Signature Page") to this Incentive Stock Option Agreement (this "Agreement"). Dear Optionee: This...Incentive Stock Option Agreement • March 11th, 2004 • Forward Air Corp • Arrangement of transportation of freight & cargo
EXHIBIT 99.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into effective as of January 24, 2006 (the "Effective Date"), by and between Forward Air Corporation, a corporation organized under the laws of the...Employment Agreement • January 26th, 2006 • Forward Air Corp • Arrangement of transportation of freight & cargo • Tennessee
THIRD AMENDMENTCredit Agreement • January 6th, 2022 • Forward Air Corp • Arrangement of transportation of freight & cargo • New York
This CREDIT AGREEMENT is entered into as of September 29, 2017 among FORWARD AIR CORPORATION, a Tennessee corporation (the “Parent Borrower”), FORWARD AIR, INC., a Tennessee corporation (the “Subsidiary Borrower” and together with the Parent Borrower, the “Borrowers”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
ARTICLE ILoan and Security Agreement • May 17th, 1999 • Forward Air Corp • Trucking (no local) • Tennessee
RECITALSSecurity Agreement • May 12th, 1998 • Landair Services Inc • Trucking (no local)
RECITALSLoan and Security Agreement • May 12th, 1998 • Landair Services Inc • Trucking (no local)
EXHIBIT 1 2,200,000 Shares of Common Stock FORWARD AIR CORPORATION UNDERWRITING AGREEMENT BEAR, STEARNS & CO. INC. DEUTSCHE BANK SECURITIES INC. BB&T CAPITAL MARKETS, a division of Scott & Stringfellow, Inc. As Representatives of the Several...Underwriting Agreement • October 31st, 2003 • Forward Air Corp • Arrangement of transportation of freight & cargo • New York
RECITALS:Modification Agreement • August 14th, 2002 • Forward Air Corp • Arrangement of transportation of freight & cargo • Tennessee
RIGHTS AGENTRights Agreement • May 28th, 1999 • Forward Air Corp • Trucking (no local) • Tennessee
CREDIT AGREEMENT Dated as of September 29, 2017 among FORWARD AIR CORPORATION and FORWARD AIR, INC., as the Borrowers, THE SUBSIDIARIES OF THE BORROWERS IDENTIFIED HEREIN, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line...Credit Agreement • October 3rd, 2017 • Forward Air Corp • Arrangement of transportation of freight & cargo • New York
This CREDIT AGREEMENT is entered into as of September 29, 2017 among FORWARD AIR CORPORATION, a Tennessee corporation (the “Parent Borrower”), FORWARD AIR, INC., a Tennessee corporation (the “Subsidiary Borrower” and together with the Parent Borrower, the “Borrowers”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
INDENTURE Dated as of October 2, 2023 Between GN BONDCO, LLC as the Escrow Issuer the Guarantors party hereto from time to time and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee and Notes Collateral Agent $725,000,000 9.500% SENIOR SECURED...Supplemental Indenture • January 31st, 2024 • Forward Air Corp • Arrangement of transportation of freight & cargo • New York
INDENTURE, dated as of October 2, 2023, among GN Bondco, LLC, a Delaware limited liability company (the “Escrow Issuer”), the Guarantors party hereto from time to time and U.S. Bank Trust Company, National Association, as Trustee and Notes Collateral Agent.
to the TRANSITION SERVICES AGREEMENTTransition Services Agreement • March 15th, 2002 • Forward Air Corp • Arrangement of transportation of freight & cargo
Exhibit 10.16 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into effective as of January 1, 1999 (the "Effective Date"), by and between Forward Air Corporation, a corporation organized under the laws of the...Noncompetition Agreement • March 11th, 1999 • Forward Air Corp • Trucking (no local) • Tennessee
RECITALSSecurity Agreement • May 14th, 1997 • Landair Services Inc • Trucking (no local)
SHAREHOLDERS AGREEMENT by and among FORWARD AIR CORPORATION, EVE OMNI INVESTOR, LLC and OMNI INVESTOR HOLDINGS, LLC Dated as of January 25, 2024Joinder Agreement • January 31st, 2024 • Forward Air Corp • Arrangement of transportation of freight & cargo • Delaware
and any Permitted Transferees (as defined below) that execute joinders to this Agreement pursuant to Section 4.02 after the date of this Agreement.
Nonqualified Stock Option AgreementNonqualified Stock Option Agreement • February 12th, 2016 • Forward Air Corp • Arrangement of transportation of freight & cargo • Tennessee
This Agreement sets forth the terms under which Forward Air Corporation, a Tennessee corporation (the "Company"), has awarded you an option to purchase shares of the $0.01 par value common stock of the Company (the "Common Stock"). This Agreement, along with the Company’s Amended and Restated Stock Option and Incentive Plan (the "Plan"), as amended, which is incorporated herein by reference, Plan Prospectus, Insider Trading Policy and such additional documents as are furnished by the Company with this Agreement, constitute the terms and conditions governing the grant of options hereunder. Terms not otherwise defined herein shall have the meanings set forth in the Plan.
CEO Restricted Stock AgreementRestricted Stock Agreement • February 12th, 2016 • Forward Air Corp • Arrangement of transportation of freight & cargo • Tennessee
This Agreement (the “Agreement”) evidences the award of ____________ restricted shares (each, an “Award Share,” and collectively, the “Award Shares”) of the Common Stock of Forward Air Corporation, a Tennessee corporation (the “Company”), granted to you, Bruce A. Campbell, effective as of February __, 2016 (the “Grant Date”), pursuant to the Forward Air Corporation Amended and Restated Stock Option and Incentive Plan, as amended (the “Plan”), and conditioned upon your agreement to the terms described below. All of the provisions of the Plan are expressly incorporated into this Agreement.
August 21, 2000Non-Qualified Stock Option Agreement • November 6th, 2000 • Forward Air Corp • Trucking (no local)
FORWARD AIR CORPORATION AMENDED AND RESTATED STOCK OPTION AND INCENTIVE PLAN (as amended and restated February 7, 2013)Stock Option and Incentive Plan • February 13th, 2013 • Forward Air Corp • Arrangement of transportation of freight & cargo • Tennessee
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 22nd, 2006 • Forward Air Corp • Arrangement of transportation of freight & cargo • Tennessee
This Agreement (this “Agreement”) evidences the award of ____________ restricted shares (each, an “Award Share,” and collectively, the “Award Shares”) of the Common Stock of Forward Air Corporation, a Tennessee corporation (the “Company”), granted to you, _______________________ , effective as of February 12, 2006 (the “Grant Date”), pursuant to the Forward Air Corporation Restated 1999 Stock Option and Incentive Plan (the “Plan”) and conditioned upon your agreement to the terms described below. All of the provisions of the Plan are expressly incorporated into this Agreement.
COOPERATION AGREEMENTCooperation Agreement • March 15th, 2021 • Forward Air Corp • Arrangement of transportation of freight & cargo • Tennessee
This Cooperation Agreement (this “Agreement”), dated as of March 15, 2021, is made by and among Forward Air Corporation, a Tennessee corporation (the “Company”), and the entities and natural persons set forth in the signature pages hereto (collectively, the “Ancora Parties” and individually a “Member” of the Ancora Parties) (the Company and the Ancora Parties together, collectively, the “Parties”).
INVESTOR RIGHTS AGREEMENT by and among FORWARD AIR CORPORATION and R INVESTORS (as defined herein), E INVESTORS (as defined herein), and the other Investors set forth on Schedule 1 hereto, as Investors, and REP OMNI HOLDINGS, L.P., as Investors’...Investor Rights Agreement • January 31st, 2024 • Forward Air Corp • Arrangement of transportation of freight & cargo • Delaware
and any Permitted Transferees (as defined below) that execute joinders to this Agreement pursuant to Section 3.02 after the date of this Agreement.
STOCK PURCHASE AGREEMENT By and Among Forward Air Corporation, TQI Holdings, Inc., andStock Purchase Agreement • March 4th, 2013 • Forward Air Corp • Arrangement of transportation of freight & cargo • Delaware
This STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as of the 4th day of March, 2013, by and among (i) Forward Air Corporation, a Tennessee corporation ("Buyer"); (ii) TQI Holdings, Inc., a Delaware corporation (the "Company"); and (iii) HCI Equity Partners III, L.P. (f/k/a Thayer | Hidden Creek Partners II, L.P.), a Delaware limited partnership (“HCI”), HCI Co-Investors III, L.P. (f/k/a THC Co-Investors II, L.P.), a Delaware limited partnership (“Co-Investors”), Melon Patch Acquisition, LLC, a Connecticut limited liability company (“Melon Patch”), Fewless Investments, LLC, a Michigan limited liability company (“Fewless”), and Alexander J. Hollenbeck, a resident of Michigan (“Hollenbeck”) (HCI, Co-Investors, Melon Patch, Fewless and Hollenbeck are sometimes individually referred to herein as a "Seller" and collectively as the “Sellers”).
FORWARD AIR CORPORATION OPTION RESTRICTION AGREEMENTForward Air Corporation Option Restriction Agreement • March 22nd, 2006 • Forward Air Corp • Arrangement of transportation of freight & cargo
This OPTION RESTRICTION AGREEMENT (this “Agreement”), with respect to certain stock options issued under the Forward Air Corporation 1999 Stock Option and Incentive Plan, as amended (the “Plan”), is made by and between Forward Air Corporation, a Tennessee corporation (the “Company”), and [EXECUTIVE] (the “Executive”).
FIRST SUPPLEMENTAL INDENTURE Dated as of January 25, 2024 To INDENTURE Dated as of October 2, 2023 CLUE OPCO LLC, as Issuer, the GUARANTORS party hereto as Guarantors, and as Trustee and Notes Collateral Agent $725,000,000 9.500% SENIOR SECURED NOTES...First Supplemental Indenture • January 31st, 2024 • Forward Air Corp • Arrangement of transportation of freight & cargo • New York
This FIRST SUPPLEMENTAL INDENTURE, dated as of January 25, 2024 (this “Completion Date Supplemental Indenture”), is entered into by and among Clue Opco LLC, a Delaware limited liability company (“Opco”), the other parties that are signatories hereto as Guarantors, and U.S. Bank Trust Company, National Association, a national banking association, as trustee (in such capacity, the “Trustee”) and notes collateral agent (in such capacity, the “Notes Collateral Agent”).
ContractEmployment Agreement • May 15th, 2024 • Forward Air Corp • Arrangement of transportation of freight & cargo • Texas
RECITALSLandair Services Inc • May 12th, 1998 • Trucking (no local)
FIRST AMENDMENTFirst Amendment • May 21st, 2014 • Forward Air Corp • Arrangement of transportation of freight & cargo • New York
THIS FIRST AMENDMENT (this “Amendment”) dated as of May 19, 2014 is among Forward Air Corporation, a Tennessee corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
FIRST AMENDMENTFirst Amendment • July 24th, 2015 • Forward Air Corp • Arrangement of transportation of freight & cargo
This FIRST AMENDMENT (this “Amendment”) dated as of June 19, 2015 is among Forward Air Corporation, a Tennessee corporation (the “Parent Borrower”), Forward Air, Inc., a Tennessee corporation (the “Subsidiary Borrower”; and together with the Parent Borrower, the “Borrowers”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
AMENDMENT NO. 1 TO ADVISORY AGREEMENTAdvisory Agreement • November 8th, 2021 • Forward Air Corp • Arrangement of transportation of freight & cargo • Tennessee
Amendment No. 1 to Advisory Agreement, dated October 29, 2021 (the “Amendment”), between Forward Air Corporation, a Tennessee corporation, (“Company”), and Michael J. Morris (“Advisor”), the “Parties”, and each, a “Party”).
LEASE AGREEMENTLease Agreement • February 27th, 2007 • Forward Air Corp • Arrangement of transportation of freight & cargo
This Lease Agreement (hereinafter referred to as this “Agreement”) made as of the 1st day of June, 2006, by and between GREENEVILLE-GREENE COUNTY AIRPORT AUTHORITY, established by the Town of Greeneville, Tennessee and Greene County, Tennessee for the purpose of operating the Greeneville-Greene County Airport and thereunto duly authorized (hereinafter referred to as “Lessor”), and FORWARD AIR CORPORATION (hereinafter referred to as “Lessee”).
FORM] FORWARD AIR CORPORATION RETENTION BONUS AGREEMENTRetention Bonus Agreement • August 9th, 2024 • Forward Air Corp • Arrangement of transportation of freight & cargo
This RETENTION BONUS AGREEMENT (this “Agreement”) is made and entered into effective as of April 19, 2024 (the “Effective Date”) by and among Forward Air Corporation (the “Company”) and _____________ (the “Recipient”). The Recipient and the Company are each a “party” and together are “parties” to this Agreement.
FIRST AMENDMENTFirst Amendment • May 1st, 2020 • Forward Air Corp • Arrangement of transportation of freight & cargo • New York
THIS FIRST AMENDMENT (this “Amendment”) dated as of April 16, 2020, is by and among FORWARD AIR CORPORATION, a Tennessee corporation, FORWARD AIR, INC., a Tennessee corporation (collectively, the “Borrowers”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
PARTICIPATION AND RESTRICTIVE COVENANTS AGREEMENTParticipation and Restrictive Covenants Agreement • August 9th, 2024 • Forward Air Corp • Arrangement of transportation of freight & cargo • Georgia
This PARTICIPATION AND RESTRICTIVE COVENANTS AGREEMENT (this “Agreement” or this “Restrictive Covenants Agreement”) is entered into as of July 3, 2024, between Forward Air Corporation (the “Company”) and Jamie G. Pierson (the “Executive”) (jointly the “Parties”) pursuant to which the Executive accepts participation in the Forward Air Corporation Executive Severance and Change in Control Plan (the “Severance Plan”) subject to the terms and conditions thereof as amended from time to time. Capitalized terms not otherwise defined herein, shall have the meaning set forth in the Severance Plan. For so long as Executive is the Chief Financial Officer of the Company, he shall be deemed a “C-Suite Employee” while holding this title (as defined in the Severance Plan) for all purposes under the Severance Plan.
