PACR » Topics » III. GENERAL TERMS

This excerpt taken from the PACR 10-K filed Feb 19, 2008.

11. General Terms.

(a) Nothing in this letter or the Program creates or shall be construed to create a trust or separate fund of any kind or any fiduciary relationship between the Company or its Subsidiary and you or any other person. Your right to receive payments from the Company under this letter and the Program will be no greater than the right of an unsecured general creditor of the Company.

(b) During your lifetime, your rights under this letter and the Program will be exercisable only by you or, if permissible under applicable law, by your guardian or legal representative. Neither this letter nor the Program confers or shall be deemed to confer any rights or remedies upon any person or entity other than you, the Company and its Subsidiaries and your and their respective successors, permitted assigns, representatives, heirs and estates, as applicable. No right or benefit under this letter or the Program may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by you other than by will or by the laws of descent and distribution. Any purported transfer or encumbrance by you will be void and unenforceable against the Company.

(c) Neither the Company nor any of its Subsidiaries, nor any member of the Board of Directors or any committee of the Board of Directors of the Company or any of its Subsidiaries, nor any officer of the Company or any of its Subsidiaries delegated authority in connection with this letter or the Program will be liable for any action, omission or determination made in good faith by such person or entity with respect to this letter or the Program.

(d) This letter states the entire agreement between you and the Company regarding the Program and supersedes all prior discussions, agreements or understandings on this subject matter. This letter may not be amended or modified except in writing and signed by both the Company and you. Any failure or delay in exercising any right, power or remedy under this

 

One Independent Drive, Suite 1250, Jacksonville, FL 32202, Tel. 904-485-1000, Fax 904-485-1019


PERSONAL AND CONFIDENTIAL

[Name]

February ___, 2008

Page 6 of 8

 

letter will not operate as a waiver of that right, power or remedy or of any other right, power or remedy. A party’s waiver of a breach of any provision of this letter by the other party will not operate or be construed as a waiver of any other or subsequent breach by the other party.

If you wish to accept this offer and participate in the Program, please sign the last page of this letter in the space indicated below and return your signed copy no later than March 30, 2008, to the Pacer Legal Department in Jacksonville, Florida.

If you have any questions regarding this letter or the Program, please contact Adriene Bailey, Executive Vice President, Strategy and Organizational Development, at (904) 495-1002.

 

Sincerely,
  

Adriene Bailey

Executive Vice President, Strategy and

Organizational Development

 

ACCEPTED AND AGREED TO:

Signature:                                                                               

 

Print Name:                                                                           

 

Date:                                                                                         

 

One Independent Drive, Suite 1250, Jacksonville, FL 32202, Tel. 904-485-1000, Fax 904-485-1019


PERSONAL AND CONFIDENTIAL

[Name]

February ___, 2008

Page 7 of 8

 

This excerpt taken from the PACR 10-Q filed Aug 8, 2007.

III. GENERAL TERMS

Nothing in this Bonus Plan shall confer upon any participant any right or expectation to continue in the Company’s employ, or to interfere in any manner with the absolute right of the Company to change or terminate a participant’s employment at any time for any reason. Neither the Bonus Plan nor any bonus award or right to receive any bonus award shall create or be construed to create a trust or separate fund of any kind or any fiduciary relationship between the Company and any participant or other person. Any right to receive payments from the Company under the Bonus Plan shall be no greater than the right of an unsecured general creditor of the Company.

During a participant’s lifetime, each bonus award, and each right under any bonus award, shall be exercisable only by the participant or, if permissible under applicable law, by the participant’s guardian or legal representative. No bonus award, and no right under any bonus award, may be assigned, alienated, pledged, attached, sold or otherwise transferred to, or encumbered by a participant other than by will or by the laws of descent and distribution and any such purported transfer or encumbrance shall be void and unenforceable against the Company.

This Bonus Plan is a discretionary plan provided by the Company, and it may be amended, modified or supplemented at any time and from time to time, and may be canceled or terminated at any time, in the sole discretion of the Compensation Committee. This Bonus Plan shall be administered by or under the direction and supervision of the Chief Executive Officer of Pacer International, whose determinations shall be final (subject to the approval of the Compensation Committee to the extent required by applicable law or securities exchange listing requirements). Any such amendments, modifications, supplements or determinations shall be made in a manner to maintain the deductibility of compensation paid under this Bonus Plan pursuant to Internal Revenue Code Section 162(m), to the extent such regulation would otherwise impair the deductibility of compensation under this Bonus Plan).

No member of the Board of Directors or any committee of the Board of Directors of Pacer International or any of its subsidiaries, nor any officer of Pacer International or any of its subsidiaries delegated authority under this Bonus Plan, shall be liable for any action or omissions or determination made in good faith by such member, by the Board of Directors or any committee of the Board of Directors of Pacer International or any of its subsidiaries, or by any such officer with respect to this Bonus Plan or any bonus award.

The Bonus Plan shall be construed under the laws of the State of Tennessee, to the extent not preempted by federal law, without reference to the principles of conflict of laws.

EXCERPTS ON THIS PAGE:

10-K
Feb 19, 2008
10-Q
Aug 8, 2007

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