0001193125-06-151867 Sample Contracts

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • July 24th, 2006 • Panther Expedited Services, Inc. • Trucking (no local) • Ohio

This Executive Employment Agreement (this “Agreement”) is made and entered into by and between Panther II Transportation, Inc. (the “Company”), an Ohio corporation with its principal place of business at Medina, Ohio and Andrew Clarke of Greenville, Tennessee (the “Executive”), effective as of the 23rd day of May, 2006.

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MANAGEMENT ADVISORY AGREEMENT
Management Advisory Agreement • July 24th, 2006 • Panther Expedited Services, Inc. • Trucking (no local) • New York

This Management Advisory Agreement (this “Agreement”) is entered into as of the 10th day of June, 2005 by and between PTHR Holdings, Inc., a Delaware corporation (“Holdings”), Panther II Transportation, Inc., an Ohio corporation (the “Company”) and Fenway Partners, Inc., a Delaware corporation (“Fenway”).

Contract
Acceptance and Agreement • July 24th, 2006 • Panther Expedited Services, Inc. • Trucking (no local)

THIS OPTION AND THE SHARES RECEIVED UPON EXERCISE OF THIS OPTION SHALL BE SUBJECT TO THE RIGHTS, RESTRICTIONS AND OBLIGATIONS APPLICABLE TO SUCH SECURITIES, ALL AS PROVIDED IN THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF JANUARY 11, 2006 AMONG THE COMPANY AND CERTAIN OTHER PARTIES THERETO, AS AMENDED AND IN EFFECT FROM TIME TO TIME (THE “STOCKHOLDERS AGREEMENT”).

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