Amended and Restated Employment Agreement, dated as of April 20, 2020, by and between Christopher R. Easter and Daseke, Inc
AMENDED AND RESTATED
This Amended and Restated Employment Agreement (“Agreement”) is made and entered into by and between Daseke, Inc., a Delaware corporation (the “Company”), and Christopher R. Easter (“Employee”) effective as of April 20, 2020 (the “Effective Date”). This Agreement amends and restates in its entirety the Employment Agreement between the Company and Employee, dated January 16, 2019, as amended September 6, 2019 (the “Prior Employment Agreement”).
Provided, however, that solely with respect to the actions or omissions set forth in Section 5(a)(ii), (iii), (v) and (vi), such actions or omissions must remain uncured thirty (30) days after the Board has provided Employee written notice of the obligation to cure such actions or omissions. For the
avoidance of doubt, the actions or omissions set forth in Section 5(a)(i), (iv) and (vii) are not permitted to be cured by Employee under any circumstances. Any act or failure to act (i) based on specific authority given pursuant to a resolution adopted by the Board, (ii) based on specific advice of the Company’s outside counsel, or (iii) based on the specific direction of the Board shall be presumed to be done, or omitted to be done, by Employee in good faith and in the best interests of the Company and therefore shall not form the basis for a Cause termination.
Notwithstanding the foregoing provisions of this Section 5(c) or any other provision of this Agreement to the contrary, any assertion by Employee of a termination for Good Reason shall not be effective unless all of the following conditions are satisfied: (A) the condition giving rise to Employee’s termination of employment must have arisen without Employee’s consent; (B) Employee must provide written notice to the Board of the existence of such condition(s) within thirty (30) days of the initial existence of such condition(s); (C) the condition(s) specified in such notice must remain uncorrected for thirty (30) days following the Board’s receipt of such written notice; and (D) the date of Employee’s termination of employment must occur following the expiration of the thirty (30) day cure period, but in any event within sixty-five (65) days following the Board’s receipt of such notice. “For the avoidance of doubt and notwithstanding the preceding provisions of this Section 5(c), the Company and Employee expressly agree that any diminution or reduction in Employee’s title, position, responsibilities or duties associated with the cessation of his service as PFO shall not constitute Good Reason.
the time of conception, reduction to practice, creation, derivation or development, to any member of the Company Group’s businesses or actual or anticipated research or development, or (b) were developed on any amount of the Company’s or any other member of the Company Group’s time or with the use of any member of the Company Group’s equipment, supplies, facilities or trade secret information (all of the foregoing collectively referred to herein as “Company Intellectual Property”), and Employee shall promptly disclose all Company Intellectual Property to the Company. All of Employee’s works of authorship and associated copyrights created during the period in which Employee is employed by or affiliated with the Company or any member of the Company Group and in the scope of Employee’s employment shall be deemed to be “works made for hire” within the meaning of the Copyright Act. Employee shall perform, during and after the period in which Employee is or has been employed by or affiliated with the Company or any other member of the Company Group, all reasonable acts deemed necessary by the Company to assist the Company Group, at the Company’s expense, in obtaining and enforcing its rights throughout the world in the Company Intellectual Property. Such acts may include execution of documents and assistance or cooperation (i) in the filing, prosecution, registration, and memorialization of assignment of any applicable patents, copyrights, mask work, or other applications, (ii) in the enforcement of any applicable patents, copyrights, mask work, moral rights, trade secrets, or other proprietary rights, and (iii) in other legal proceedings related to the Company Intellectual Property.
matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.
If to the Company, addressed to:
ATTN: Board of Directors
15455 Dallas Parkway, Suite 550
Addison, TX 75001
If to Employee, addressed to:
The most recent address on the
that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by the Company in good faith. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company or any of its affiliates used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Employee’s base amount, then Employee shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 23 shall require the Company to be responsible for, or have any liability or obligation with respect to, Employee’s excise tax liabilities under Section 4999 of the Code.
[Remainder of Page Intentionally Blank; Signature Page Follows]
IN WITNESS WHEREOF, Employee and the Company each have caused this Agreement to be executed and effective as of the Effective Date.
By:/s/ Christopher Easter
Name:Christopher R. Easter
Title:Chief Executive Officer
By:/s/ Soumit Roy
Title: Corporate Secretary
Signature Page to Employment Agreement