0001193125-04-179009 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of October 27, 2004, between Pacer International, Inc. (the “Company”), and C. William Smith (the “ Executive”).
Amended and Restated • October 27th, 2004 • Pacer International Inc • Arrangement of transportation of freight & cargo • Ohio

The Company and the Executive are entering into this Amended and Restated Employment Agreement to amend and restate the Employment Agreement dated May 1, 2001, between the Company’s subsidiary, Pacer Global Logistics, Inc. and the Executive (the “Original Agreement”) set forth the terms and conditions of the Executive’s continued employment with the Company. Accordingly, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Company and the Executive, the Company and the Executive hereby agree as follows:

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June 30, 2004 Pacer International, Inc.
Lease Agreement • October 27th, 2004 • Pacer International Inc • Arrangement of transportation of freight & cargo
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