PACR » Topics » EMPLOYMENT AND RELATED AGREEMENTS

This excerpt taken from the PACR DEF 14A filed Mar 16, 2009.

EMPLOYMENT AND RELATED AGREEMENTS

As discussed above under the headings “Compensation Discussion and Analysis” and “Potential Payments Upon Termination or a Change in Control,” each of the Named Executive Officers (other than Mr. Orris) is a party to an employment agreement with the Company. Under these agreements, the executives have agreed to certain post-termination covenants in exchange for salary continuation for the established severance period. The duration of the severance periods and corresponding noncompete/nonsolicitation periods under the respective employment agreements are set forth under the heading “Potential Payments Upon Termination or a Change in Control.” The post-termination covenants relate to the non-disclosure of our confidential business information and trade secrets;

 

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the disclosure, grant and assignment of inventions; and, in agreements and amendments entered into since 1998, not to participate in a business that competes with us (other than for employees in California) and not to solicit our employees, customers, vendors, agents or contractors to alter adversely their relationship with us.

The employment agreements also establish a minimum base salary and bonus target. Additional information about the employment agreements of each of the Named Executive Officers (other than Mr. Orris) is set forth in the table below:

 

Name   Date of the
Agreement (1)
  Minimum Base Salary
(Current Base Salary if
different)
  Minimum Bonus Target
(2)

Michael E. Uremovich

  October 1, 2003   $600,000 (3)   100% (3)

Jeffrey R. Brashares

  March 1, 2003   $250,000 ($324,450)   50%

Brian C. Kane

  February 16, 2009   $300,000   50%

Michael F. Killea

  August 22, 2001   $360,000   50%

Lawrence C. Yarberry

  December 1, 1998   $175,000 ($329,174)   (50%) (4)

 

(1) The employment agreement with Mr. Yarberry had an initial term of two years, with automatic one-year renewals on each anniversary of the commencement date, unless terminated by the Company or the executive as provided under the agreement. The employment agreements for Messrs. Uremovich, Brashares, Kane and Killea provide that they continue in effect unless terminated upon notice by the executive or the Company. The dates of the employment agreements for Messrs. Brashares and Kane in the table above reflect the date that the Company entered into an amended and restated agreement with the executive. The employment agreements of Messrs. Uremovich and Killea have been amended since the dates in the table above to reflect changes in job title, base salary, bonus target, severance period and other terms as approved by the Compensation Committee.

 

(2) Each employment agreement provides that the actual amount of the annual performance bonus for a given year, if any is granted, is set by the Board, and the performance bonus plan for any year may be changed from time to time by the Board.

 

(3) Mr. Uremovich’s base salary was increased to $450,000 and his annual incentive plan target was increased to 100% of his base salary upon his promotion to Chairman and Chief Executive Officer on November 16, 2006. In August 2008, his base salary was increased to $600,000 as discussed above under the heading “Compensation Discussion and Analysis.”

 

(4) The employment agreement for Mr. Yarberry did not establish a minimum incentive compensation plan target as a percentage of base salary. Rather, Mr. Yarberry’s agreement provides that he is entitled to receive an annual incentive in such amount, and subject to the satisfaction of such conditions, as our Board may determine. By subsequent Board action, Mr. Yarberry’s incentive compensation incentive percentage was set at 50% of his base salary. Mr. Yarberry retired from service to the Company effective January 1, 2009.

When he retired from the Company, the employment agreement with Mr. Orris terminated in accordance with its terms. The Company has not entered into an employment agreement with Mr. Orris since he returned to the Company after his retirement in March 2007.

This excerpt taken from the PACR DEF 14A filed Mar 12, 2008.

EMPLOYMENT AND RELATED AGREEMENTS

As discussed above under the headings “Compensation Discussion and Analysis” and “Potential Payments Upon Termination or a Change in Control,” each of the Current NEOs (other than Mr. Orris) is a party to an employment agreement with the Company. Under these agreements, the executives have agreed to certain post-termination covenants in exchange for salary continuation for the established severance period. The duration of the severance periods and corresponding noncompete/nonsolicitation periods under the respective employment agreements are set forth in the table above under the heading “Potential Payments Upon Termination or a Change in Control.” The post-termination covenants relate to the non-disclosure of our confidential business information and trade secrets; the disclosure, grant and assignment of inventions; and, in agreements and amendments entered into since 1998, not to participate in a business that competes with us (other than for employees in California) and not to solicit our employees, customers, vendors, agents or contractors to alter adversely their relationship with us.

The employment agreements also establish a minimum base salary and bonus target. Additional information about the employment agreements of each of the Current NEOs (other than Mr. Orris) is set forth in the table below:

 

Name   Date of the
Agreement (1)
  Minimum Base Salary
(Current Base Salary)
  Minimum Bonus Target
(Current Bonus Target) (2)

Michael E. Uremovich

  October 1, 2003   $286,000 ($450,000)(3)   50%(100%)(3)

Lawrence C. Yarberry

  December 1, 1998   $175,000 ($320,154)   (50%)(4)

Jeffrey R. Brashares

  March 1, 2003   $250,000 ($315,000)   50%

Michael F. Killea

  August 22, 2001   $275,000 ($309,338)   50%

 

(1) The employment agreement with Mr. Yarberry had an initial term of two years, with automatic one-year renewals on each anniversary of the commencement date, unless terminated by the Company or the executive as provided under the agreement. The employment agreements for Messrs. Uremovich, Brashares and Killea provide that they continue in effect unless terminated upon notice by the executive or the Company.

 

(2) Each employment agreement provides that the actual amount of the annual performance bonus for a given year, if any is granted, is set by the Board, and the performance bonus plan for any year may be changed from time to time by the Board.

 

(3) Mr. Uremovich’s base salary was increased to $450,000 and his annual incentive plan target was increased to 100% of his base salary upon his promotion to Chairman and Chief Executive Officer on November 16, 2006.

 

(4) The employment agreement for Mr. Yarberry did not establish a minimum incentive compensation plan target as a percentage of base salary. Rather, Mr. Yarberry’s agreement provides that he is entitled to receive an annual incentive in such amount, and subject to the satisfaction of such conditions, as our Board may determine. By subsequent Board action, Mr. Yarberry’s incentive compensation incentive percentage has been set at 50% of his base salary.

When he retired from the Company, the employment agreement with Mr. Orris terminated in accordance with its terms. The Company has not entered into an employment agreement with Mr. Orris since he returned to the Company to serve as Interim President, Intermodal Segment.

Mr. Munn and Shurstad are no longer parties to an employment agreement with Pacer. Their employment agreements, which have been replaced by severance agreements, were substantially the same as the employment agreements in effect with the current NEOs as described above.

 

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This excerpt taken from the PACR DEF 14A filed Mar 9, 2007.

EMPLOYMENT AND RELATED AGREEMENTS

As discussed above under the headings “Compensation Discussion and Analysis” and “Potential Payments Upon Termination or a Change in Control,” each of the named executive officers is a party to an employment agreement with the Company. Under these agreements, the executives have agreed to certain post-termination covenants in exchange for salary continuation for the established severance period. The duration of the severance periods and corresponding noncompete/nonsolicitation periods under the respective employment agreements are set forth in the table above under the heading “Potential Payments Upon Termination or a Change in Control.” The post-termination covenants relate to the non-disclosure of our confidential business information and trade secrets; the disclosure, grant and assignment of inventions; and, in agreements and amendments entered into since 1998, not to participate in a business that competes with us (other than for employees in California) and not to solicit our employees, customers, vendors, agents or contractors to alter adversely their relationship with us.

 

41


The employment agreements also establish a minimum base salary and bonus target. Additional information about the employment agreements of each Named Executive Officer are set forth in the table below:

 

Name   Date of the
Agreement (1)
  Minimum Base Salary
(Current Base Salary)
  Minimum Bonus Target
(Current Bonus Target)
(2)

Donald C. Orris

  March 31, 1997, amended on April 7, 1999   $225,000 ($416,000)   (3)

Michael E. Uremovich

  October 1, 2003   $286,000 ($450,000) (4)   50%(100%) (4)

C. Thomas Shurstad

  January 16, 2002   $275,000 ($390,000) (5)   50%(75%) (5)

Michael F. Killea

  August 22, 2001   $275,000 ($309,338)   50%

Alex Munn

  March 4, 2005   $275,000 ($319,280) (6)   40%(50%) (6)

Lawrence C. Yarberry

  December 1, 1998   $175,000 ($320,154)   (3)

 

(1) The employment agreements with Messrs. Orris and Yarberry had an initial term of two years, with automatic one-year renewals on each anniversary of the commencement date, unless terminated by the Company or the executive as provided under the agreement. The employment agreements for Messrs. Uremovich, Shurstad, Killea and Munn provide that they continue in effect unless terminated upon notice by the executive or the Company.

 

(2) Each employment agreement provides that the actual amount of the annual performance bonus for a given year, if any is granted, is set by the Board, and the performance bonus plan for any year may be changed from time to time by the Board.

 

(3) The employment agreements for Messrs. Orris and Yarberry did not establish a minimum incentive compensation plan target as a percentage of base salary. Rather, the agreements provide that the executive is entitled to receive an annual incentive in such amount, and subject to the satisfaction of such conditions, as our Board may determine. By subsequent Board action, Mr. Yarberry’s incentive compensation percentage has been set at 50% of his base salary. During his service as Chief Executive Officer, the annual incentive plan target for Mr. Orris was set at 100% of his base salary. Mr. Orris plans to retire from the Company effective March 31, 2007.

 

(4) Mr. Uremovich’s base salary was increased to $450,000 and his incentive compensation annual incentive plan target was increased to 100% of his base salary upon his promotion to Chairman and Chief Executive Officer on November 16, 2006 as discussed in further detail above under the heading “Compensation Discussion and Analysis.”

 

(5) Mr. Shurstad’s base salary was increased to $375,000 (adjusted to $390,000 with the 4% company-wide salary increase) and his annual incentive plan target was increased to 75% of his base salary upon his promotion to Corporate President on June 1, 2006, as discussed in further detail above under the heading “Compensation Discussion and Analysis.”

 

(6) Mr. Munn’s annual incentive plan target was increased to 50% of his base salary upon his promotion to Chief Operating Officer of the retail segment (now the logistics segment) in March 2005.

 

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This excerpt taken from the PACR DEF 14A filed Mar 17, 2006.

EMPLOYMENT AND RELATED AGREEMENTS

 

We have entered into an employment agreement with Donald C. Orris dated as of March 31, 1997, and amended on April 7, 1999. The agreement, as amended, had an initial term of two years that commenced on May 28, 1999, with automatic one-year renewals on each anniversary of the commencement date. The minimum annual base salary under the agreement is $225,000, subject to increase as agreed by our Board and Mr. Orris (presently $400,000, effective November 8, 2004). In addition, during the term of the agreement Mr. Orris is entitled to receive an annual bonus in such amount, and subject to the satisfaction of such conditions, as our Board may determine, presently up to 100% of his salary. The agreement provides that if Mr. Orris’ employment is terminated for any reason, he would be entitled to receive the unpaid portion of his base salary through the termination date, reimbursement for expenses incurred before the termination date, and unpaid amounts earned before the termination date under benefit programs in which he participated before the

 

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termination. In addition, if his employment is terminated by the Company without “cause,” as defined in the agreement, he would be entitled to continue to receive his base salary for the number of months remaining in the term or, if greater, one year.

 

We have entered into an employment agreement with Michael F. Killea as of August 22, 2001 which continues in effect until terminated upon notice from the Company or Mr. Killea, as provided in the agreement. The agreement provides for minimum annual base salary of $275,000, subject to increase by our Board (presently $297,440). Under the agreement, Mr. Killea is eligible for an annual performance bonus ranging up to 50% of his annual salary, subject to the satisfaction of Board-approved performance criteria contained in our performance bonus plan for that year. The actual amount of the annual performance bonus for a given year, if any is granted, is set by the Board, and the performance bonus plan for any year may be changed from time to time by the Board. If Mr. Killea’s employment is terminated for any reason, he would be entitled to receive the unpaid portion of his base salary through the termination date, reimbursement for expenses incurred before the termination date, and unpaid amounts earned before the termination date under benefit programs in which he participated before the termination. In addition, if his employment is terminated by the Company without “cause,” as defined in each agreement, he would be entitled to continue to receive his base salary for a period of one year following the termination.

 

We have also entered into an employment agreement with C. Thomas Shurstad on January 16, 2002, which continues in effect until terminated upon notice from the Company or Mr. Shurstad as provided in the agreement. The agreement provides for a minimum annual base salary of $275,000, subject to increase by our Board (presently $323,232). Under the agreement, Mr. Shurstad is eligible for an annual performance bonus ranging up to 50% of his annual salary subject to the satisfaction of Board-approved performance criteria contained in our performance bonus plan for that year. The actual amount of the annual performance bonus for a given year, if any is granted, is set by the Board, and the performance bonus plan for any year may be changed from time to time by the Board. If Mr. Shurstad’s employment is terminated for any reason, he would be entitled to receive the unpaid portion of his base salary through the termination date, reimbursement for expenses incurred before the termination date, and unpaid amounts earned before the termination date under benefit programs in which he participated before the termination. In addition, if his employment is terminated by the Company without “cause,” as defined in each agreement, he would be entitled to continue to receive his base salary for a period of two years following the termination.

 

On October 1, 2003, we entered into an employment agreement with Michael Uremovich that continues in effect until terminated upon notice from the Company or Mr. Uremovich, as provided in the agreement. The agreement provides for minimum annual base salary of $286,000, subject to increase by our Board (presently $297,440). Under the agreement, Mr. Uremovich is eligible for an annual performance bonus ranging up to 50% of his annual salary, subject to the satisfaction of Board-approved performance criteria contained in our performance bonus plan for that year. The actual amount of the annual performance bonus for a given year, if any is granted, is set by the Board, and the performance bonus plan for any year may be changed from time to time by the Board. If Mr. Uremovich’s employment

 

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is terminated for any reason, he would be entitled to receive the unpaid portion of his base salary through the termination date, reimbursement for expenses incurred before the termination date, and unpaid amounts earned before the termination date under benefit programs in which he participated before the termination. In addition, if his employment is terminated by the Company without “cause,” as defined in each agreement, he would be entitled to continue to receive his base salary for a period of eighteen (18) months following the termination.

 

The Company is also a party to an employment agreement with Lawrence C. Yarberry dated as of December 1, 1998. The agreement has an initial term that ended on April 1, 2001 and automatically renews for one-year terms on each December 1. The minimum annual base salary under the agreement is $175,000, subject to increase by our Board (presently $307,840). In addition, during the term of the agreement, Mr. Yarberry is entitled to receive an annual bonus in such amount, and subject to the satisfaction of such conditions, as our Board may determine. Subsequent to the date of his employment agreement, Mr. Yarberry’s bonus target has been set at 50% of his annual salary. The agreement provides that if Mr. Yarberry’s employment is terminated for any reason, he would be entitled to receive the unpaid portion of his base salary through the termination date, reimbursement for expenses incurred before the termination date, and unpaid amounts earned before the termination date under benefit programs in which he participated before the termination. In addition, if his employment is terminated by the Company without “cause,” as defined in the agreement, he would be entitled to continue to receive his base salary for the number of months remaining in the term or, if greater, one year.

 

All of the employment agreements include restrictive covenants for our benefit relating to the non-disclosure of our confidential business information and trade secrets; the disclosure, grant and assignment of inventions; and in agreements amended or entered into after 1998, non-competition with regard to any business or activity that competes with us.

 

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This excerpt taken from the PACR DEF 14A filed Mar 18, 2005.

EMPLOYMENT AND RELATED AGREEMENTS

 

We have entered into an employment agreement with Donald C. Orris dated as of March 31, 1997, and amended on April 7, 1999. The agreement, as amended, had an initial term of two years that commenced on May 28, 1999, with automatic one-year renewals on each anniversary of the commencement date. The minimum annual base salary under the agreement is $225,000, subject to increase as agreed by our Board and Mr. Orris (presently $400,000, effective November 8, 2004). In addition, during the term of the agreement Mr. Orris is entitled to receive an annual bonus in such amount, and subject to the satisfaction of such conditions, as our Board may determine, presently up to 100% of his salary. The agreement provides that if Mr. Orris’ employment is terminated for any reason, he would be entitled to receive the unpaid portion of his base salary through the termination date, reimbursement for expenses incurred before the termination date, and unpaid amounts earned before the termination date under benefit programs in which he participated before the

 

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termination. In addition, if his employment is terminated by the Company without “cause,” as defined in the agreement, he would be entitled to continue to receive his base salary for the number of months remaining in the term or, if greater, one year.

 

We have also entered into an amended and restated employment agreement dated as of March 1, 2003, with Jeffrey R. Brashares, which continues in effect until terminated upon notice from the Company or Mr. Brashares as provided in the agreement. The minimum annual base salary under the agreement is $250,000. For the years 2003 and 2004, Mr. Brashares was entitled to an annual fixed bonus of $322,000. Commencing in 2005, Mr. Brashares is eligible for an annual performance bonus ranging up to 50% of his annual base salary subject to the satisfaction of Board-approved performance criteria contained in our performance bonus plan for that year. The actual amount of the annual performance bonus for a given year, if any is granted, is set by the Board, and the performance bonus plan for any year may be changed from time to time by the Board. If Mr. Brashares’ employment is terminated for any reason, he would be entitled to receive the unpaid portion of his base salary through the termination date, reimbursement for expenses incurred before the termination date, and unpaid amounts earned before the termination date under benefit programs in which he participated before the termination. In addition, if his employment is terminated by the Company without “cause,” as defined in the agreement, he would be entitled to continue to receive his base salary and annual fixed bonuses through December 31, 2004, or, if such a termination occurs after that date, he would be entitled to continue to receive his base salary for a period of twelve months following the termination.

 

We have entered into an amended and restated employment agreement with Peter Ruotsi as of March 4, 2005 which continues in effect until terminated upon notice from the Company or Mr. Ruotsi, as provided in the agreement. The agreement provides for minimum annual base salary of $275,000, subject to increase by our Board. Under the agreement, Mr. Ruotsi is eligible for an annual performance bonus ranging up to 50% of his annual base salary, subject to the satisfaction of Board-approved performance criteria contained in our performance bonus plan for that year. The Company agreed with Mr. Ruotsi that for 2004, the year in which he transferred from Pacer Stacktrain to Pacer Global Logistics, Inc., he would be eligible to receive the higher of the bonus paid to employees of Pacer Global Logistics or Pacer Stacktrain. The actual amount of the annual performance bonus for a given year, if any is granted, is set by the Board, and the performance bonus plan for any year may be changed from time to time by the Board. If Mr. Ruotsi’s employment is terminated for any reason, he would be entitled to receive the unpaid portion of his base salary through the termination date, reimbursement for expenses incurred before the termination date, and unpaid amounts earned before the termination date under benefit programs in which he participated before the termination. In addition, if his employment is terminated by the Company without “cause,” as defined in such agreement, he would be entitled to continue to receive his base salary for a period of one year following the termination, a pro-rata bonus for the year in which termination occurred and continued payment of COBRA health insurance premiums until Mr. Ruotsi reaches age 65 or if the Executive’s COBRA benefits expire before he reaches age 65, payment of premiums for comparable health insurance coverage obtained individually for him by the Company.

 

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We have also entered into an employment agreement with C. Thomas Shurstad on January 16, 2002, which continues in effect until terminated upon notice from the Company or Mr. Shurstad as provided in the agreement. The agreement provides for a minimum annual base salary of $275,000, subject to increase by our Board. Under the agreement, Mr. Shurstad is eligible for an annual performance bonus ranging up to 50% of his annual base salary subject to the satisfaction of Board-approved performance criteria contained in our performance bonus plan for that year. The actual amount of the annual performance bonus for a given year, if any is granted, is set by the Board, and the performance bonus plan for any year may be changed from time to time by the Board. If Mr. Shurstad’s employment is terminated for any reason, he would be entitled to receive the unpaid portion of his base salary through the termination date, reimbursement for expenses incurred before the termination date, and unpaid amounts earned before the termination date under benefit programs in which he participated before the termination. In addition, if his employment is terminated by the Company without “cause,” as defined in each agreement, he would be entitled to continue to receive his base salary for a period of two years following the termination.

 

The Company is also a party to an employment agreement with Lawrence C. Yarberry dated as of December 1, 1998. The agreement has an initial term that ended on April 1, 2001 and automatically renews for one-year terms on each December 1. The minimum annual base salary under the agreement is $175,000, subject to increase by our Board. In addition, during the term of the agreement, Mr. Yarberry is entitled to receive an annual bonus in such amount, and subject to the satisfaction of such conditions, as our Board may determine. The agreement provides that if Mr. Yarberry’s employment is terminated for any reason, he would be entitled to receive the unpaid portion of his base salary through the termination date, reimbursement for expenses incurred before the termination date, and unpaid amounts earned before the termination date under benefit programs in which he participated before the termination. In addition, if his employment is terminated by the Company without “cause,” as defined in the agreement, he would be entitled to continue to receive his base salary for the number of months remaining in the term or, if greater, one year.

 

All of the employment agreements include restrictive covenants for our benefit relating to the non-disclosure of our confidential business information and trade secrets; the disclosure, grant and assignment of inventions; and in agreements amended or entered into after 1998, non-competition with regard to any business or activity that competes with us.

 

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