Employment Agreement Between Pacer International, Inc. And Ron Maillette

EXHIBIT 10.2


EMPLOYMENT AGREEMENT dated as of March 3, 2005, between Pacer International, Inc., a Tennessee corporation (the " Company" ), and Ron Maillette (the " Executive" ).


The Company and the Executive are entering into this Agreement to set forth the terms of the Executive' s 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:

Section 1. Duties. On the terms and subject to the conditions contained in this Agreement, the Executive will be employed by the Company as Executive Vice President and Chief Information Officer. The Executive shall perform such duties and services on behalf of the Company and its Affiliates (as defined in Section 24(b) below) consistent with such title and position as may reasonably be assigned to the Executive from time to time by the Company' s Board of Directors (the " Board" ) or the Chairman of the Board or other more senior officers of the Company.

Section 2. Term. The Executive' s employment hereunder shall be for the period (the " Employment Period" ) commencing on the date hereof (the " Commencement Date" ) and ending on the effective date of the termination of such employment pursuant to and in accordance with the applicable provisions of this Agreement. Upon such termination of the Executive' s employment hereunder, the Executive (or, if applicable, the Executive' s beneficiaries or estate) shall be only entitled to those rights and benefits provided in Section 8(a) or Section 8(b), as applicable to such termination, subject to compliance with those continuing covenants and agreements set forth herein.


Section 3. Time to be Devoted to Employment. During the Employment Period, the Executive will devote substantially all of the Executive' s working energies, efforts, interest, abilities and time exclusively to the business and affairs of the Company and its Affiliates. The Executive will not engage in any other business or activity which, in the reasonable judgment of the Board, would conflict or interfere in any material respect with the Executive' s performance of his duties as set forth herein, whether or not such activity is pursued for gain, profit or other pecuniary advantage.

Section 4. Base Salary; Bonus; Benefits.


(a) During the Employment Period, the Company (or any of its Affiliates) shall pay the Executive a minimum annual base salary (the " Base Salary" ) of $175,000.00, payable in such installments (but not less often than monthly) as is generally the policy of the Company with respect to the payment of regular compensation to its executive officers. The Base Salary may be increased from time to time in the sole discretion of the Board. The Executive will also be entitled to vacation under the Company' s policy, which will provide for at least three (3) weeks of vacation time. Such vacation shall accrue and may be taken in accordance with the Company' s policy in effect from time to time with respect to its executive officers generally, subject to the Company' s right at any time and from time to time to amend, modify, change or terminate such vacation policy in any respect. The Executive will also be entitled to such other benefits as may be made available to other executive officers of the Company generally, including participation in such health, life and disability insurance programs and retirement or savings plans, if any, as the Company may from time to time maintain in effect, as well as a monthly car allowance of $700.00 in accordance with the Company' s policy from time to time for similarly situated executives, in all cases subject to the Company' s right at any time and from time to time to amend, modify, change or terminate in any respect any of its employee and other benefit plans, policies, or programs.

(b) During the Employment Period, the Executive shall be entitled to participate in the Company' s performance bonus plan or program as adopted by Board and in effect from time to time with respect to similarly situated executives of Pacer International, Inc. (" Pacer International" ), and its subsidiaries, including the Company (the " Bonus Plan" ), and to receive such performance bonus thereunder (if any) with respect to each fiscal year of the Company occurring during the Employment Period, subject in all cases to the terms and conditions of this Agreement and such Bonus Plan. The amount of such performance bonus, if any, that may be awarded and payable to the Executive hereunder with respect to any such fiscal year shall range up to thirty-five percent (35%) of the Base Salary in effect for such fiscal year as determined by the Board (or committee thereof) in its sole discretion based on and to the extent of the achievement or satisfaction of such targets, goals and conditions as may be provided in such Bonus Plan for such fiscal year, and as the Board (or committee thereof) may otherwise determine. Such targets, goals and conditions may include (i) business, financial, operating and/or other performance

measures applicable to (A) Pacer International and its Affiliates taken as a whole and (B) those business segment(s) or divisions(s) of Pacer International and its Affiliates for and with respect to which the Executive is responsible or has authority (e.g., Pacer International) and (ii) such personal and individual performance criteria as may be determined by the Board (or committee thereof) taking into account the Executive' s duties and responsibilities to the Company and its Affiliates for the period in question. The performance bonus awarded and payable to the Executive under such Bonus Plan with respect to any such fiscal year (including any pro rated amount payable pursuant to the following provisions of this Section 4(b)) shall be paid at such time or times and in such manner as performance bonuses are paid to the other executive officers of the Company generally. If the Executive' s employment with the Company is terminated without " cause" pursuant to Section 7(b) below, the Executive will be entitled to receive that portion of the bonus payable for the fiscal year of the Company during which such termination occurs pro rated through the date of such termination based on the number of days elapsed through the termination date over 365 days. If the Executive' s employment with the Company is terminated for any reason other than without " cause" pursuant to Section 7(b) below, neither the Company nor any of its Affiliates will be obligated to pay the Executive any bonus with respect to the fiscal year of the Company in which such termination occurred or thereafter. The Executive' s rights to participate in, and to receive a performance bonus under, the Company' s Bonus Plan in effect for any given fiscal year shall be subject to the Company' s right at any time and from time to time to amend, modify, change or terminate such Bonus Plan in any respect. In the event of a conflict between this Agreement and such Bonus Plan, this Agreement shall control.


Section 5. Reimbursement of Expenses. During the Employment Period, the Company shall reimburse the Executive in accordance with Company policy for all reasonable and necessary traveling expenses and other disbursements incurred by the Executive for or on behalf of the Company in connection with the performance of the Executive' s duties hereunder upon presentation of appropriate receipts or other documentation therefor, in accordance with all applicable policies of the Company.


Section 6. Disability or Death. If, during the Employment Period, the Executive is incapacitated or disabled by accident, sickness or otherwise (a " Disability" ) so as to render the

Executive mentally or physically incapable of performing the services required to be performed by the Executive under this Agreement for any period of 90 consecutive days or for an aggregate of 180 days in any period of 360 consecutive days, the Company may, at any time thereafter, at its option, terminate the Executive' s employment under this Agreement immediately upon giving the Executive written notice to that effect. In the event of the Executive' s death, the Executive' s employment will be deemed terminated as of the date of death.

Section 7. Termination.


(a) The Company may terminate the Executive' s employment hereunder at any time for " cause" by giving the Executive written notice of such termination, containing reasonable specificity of the grounds therefor. For purposes of this Agreement, " cause" shall mean (i) willful misconduct with respect to the business and affairs of the Company or any of its Affiliates, (ii) willful neglect of the Executive' s duties or the failure to follow the lawful directions of the Board or more senior officers of the Company to whom the Executive reports, including the violation of any material policy of the Company or of any of its Affiliates that is applicable to the Executive, (iii) the material breach of any provision of this Agreement or any other written agreement between the Executive and the Company or any of its Affiliates and, if such breach is capable of being cured, the Executive' s failure to cure such breach within 30 days of receipt of written notice thereof from the Company, (iv) the Executive' s commission of a felony, (v) the Executive' s commission of an act of fraud or financial dishonesty with respect to the Company or any of its Affiliates or (vi) any conviction of the Executive for a crime involving moral turpitude or fraud. A termination pursuant to this Section 7(a) shall take effect immediately upon the giving of the notice contemplated hereby.

(b) The Company may terminate the Executive' s employment hereunder at any time without " cause" by giving the Executive written notice of such termination, which termination shall be effective as of the date set forth in such notice, provided that such date shall not be earlier than the day on which such notice is delivered to Executive (determined pursuant to Section 16(b) below).


(c) The Executive may terminate his employment hereunder at any time for any or no reason by giving the Company written notice of such termination, which termination shall be effective as of the date set forth in such notice, provided that such date shall not be earlier than the day on which such notice is delivered to the Company (determined pursuant to Section 16(b) below).

Section 8. Effect of Termination.


(a) Upon the effective date of a termination of the Executive' s employment under this Agreement for any reason other than a termination by the Company without cause pursuant to Section 7(b), neither the Executive nor the Executive' s beneficiaries or estate shall have any further rights under this Agreement or any claims against the Company or any of its Affiliates arising out of this Agreement, except the right to receive, within 30 days after the effective date of such termination (or such earlier period as may be required by applicable law):


(i) the unpaid portion of the Base Salary provided for in Section 4, computed on a pro rata basis to the effective date of such termination;


(ii) reimbursement for any expenses incurred by the Executive up to the effective date of such termination of employment and with respect to which the Executive shall not have theretofore been reimbursed, as provided in Section 5; and


(iii) the unpaid portion of any amounts earned by the Executive prior to the effective date of such termination pursuant to any employee benefit plan or program in which the Executive participated during the Employment Period (including any accrued and unused or unpaid vacation benefits that may be earned by or due to the Executive as of the effectiveness of such termination in accordance with the Company' s policy in effect at the effective time of such termination); provided, however, that the Executive shall not be entitled to receive any benefits under any such employee benefit plan or program that have accrued during any period if the terms of such plan or program require that the beneficiary be employed by the Company as of the end of any period ending on or after the effective date of such termination.

(b) Upon termination of the Executive' s employment under this Agreement by the Company without cause pursuant to Section 7(b), neither the Executive nor the Executive' s beneficiaries or estate shall have any further rights under this Agreement or any claims against the Company or any of its Affiliates arising out of this Agreement, except the right to receive the following amounts and benefits within 30 days after the effective date of such termination, in the case of amounts due pursuant to clause (i) below, and at such other times as provided in clauses (ii) and (iii) below in the case of amounts due thereunder (or in each case such earlier period as may be required by applicable law); provided, however, that in the case of clauses (ii) and (iii) below, the Executive is not in breach of any provision of this Agreement surviving such termination and does not engage in any activity or conduct proscribed by Section 9 or Section 10 (regardless of the extent to which such Section may be enforced under applicable law):

(i) the payments, if any, referred to in Section 8(a) above;

(ii) continued payment of an annual amount equal to the Base Salary as in effect immediately prior to the effective date of such termination for twelve (12) months following the effective date of such termination (the " Severance Period" ), payable during the Severance Period in such manner as the Base Salary would have been payable pursuant to Section 4(a) but for such termination; and


(iii) the payment of any pro rata bonus (or portion thereof), if any, awarded and payable to the Executive pursuant to and in accordance with Section 4(b) with respect to the fiscal year in which such termination occurs, to be paid when and as provided in such Section 4(b).

(c) Without limiting any other provision of this Agreement, if the Executive dies on or after the effective date of the termination of the Executive' s employment hereunder, the Executive' s heirs, beneficiaries or estate, as their respective interests may appear (but without duplication), shall be entitled to receive or continue to receive those benefits that would otherwise have been due and payable to the Executive pursuant to Section 8(a) above or Section 8(b) above, as applicable.

(d) In addition to, and not by way of limitation of, any other provision of this Agreement, upon the effective date of the termination of the Executive' s employment hereunder, the Executive shall surrender and deliver to the Company (i) all computers, cell phones, office equipment, credit cards, charge cards and other tangible property of or belonging to or issued in the name of the Company or any of its Affiliates, (ii) all membership cards for memberships maintained by or in the name of the Company or any of its Affiliates, (iii) all passwords, access codes, documents, records, and files (including all copies thereof, regardless of the form or media in which the same exist or are stored) in the Executive' s possession and belonging or relating to the Company or any of its Affiliates (except that the Executive may ...