PACER INTERNATIONAL INC Contracts & Agreements

PACER INTERNATIONAL, INC. 2014 PERFORMANCE BONUS PLAN (Filed With SEC on February 26, 2014)

AGREEMENT AND PLAN OF MERGER byand among PACER INTERNATIONAL, INC., XPO LOGISTICS, INC. and ACQUISITION SUB, INC. Dated asof January 5, 2014 TABLE OF CONTENTS (Filed With SEC on January 6, 2014)

EMPLOYMENT AGREEMENT AMENDMENT (Filed With SEC on January 6, 2014)

PACER INTERNATIONAL, INC. NONQUALIFIED DEFERRED COMPENSATION PLAN EFFECTIVE APRIL 16, 2013 (Filed With SEC on April 25, 2013)

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Separation Agreement and Release of Claims (Filed With SEC on April 25, 2013)

RESTRICTED STOCK AWARD AGREEMENT FOR INDEPENDENT DIRECTORS PURSUANT TO THE PACER INTERNATIONAL, INC. 2012 OMNIBUS INCENTIVE PLAN (Filed With SEC on February 8, 2013)

PACER INTERNATIONAL, INC. 2013 PERFORMANCE BONUS PLAN (Filed With SEC on February 8, 2013)

EMPLOYMENT AGREEMENT dated as of November 12, 2012, between Pacer International, Inc., a Tennessee corporation (the Company), and Paul C. Svindland (the Executive). (Filed With SEC on February 8, 2013)

Separation Agreement and Release of Claims (Filed With SEC on October 26, 2012)

Form of Restricted Stock Unit Award Agreement Pursuant to the Pacer International, Inc. 2012 Omnibus Incentive Plan (for employees) (Filed With SEC on October 26, 2012)

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Compensation Elements for Paul C. Svindland (Filed With SEC on October 26, 2012)

FIRST AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on July 31, 2012)

FORM OF PERFORMANCE STOCK UNIT AWARD AGREEMENT PURSUANT TO THE PACER INTERNATIONAL, INC. 2012 OMNIBUS INCENTIVE PLAN (employee - two performance metrics version) (Filed With SEC on July 31, 2012)

PURCHASE AND SALE AGREEMENT (Filed With SEC on April 27, 2012)

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NONSTATUTORY STOCK OPTION AWARD AGREEMENT PURSUANT TO THE PACER INTERNATIONAL, INC. 2012 OMNIBUS INCENTIVE PLAN (Filed With SEC on April 27, 2012)

FORM OF BILL OF SALE (Filed With SEC on April 27, 2012)

WITNESSETH: (Filed With SEC on April 27, 2012)

NONSTATUTORY STOCK OPTION AWARD AGREEMENT PURSUANT TO THE PACER INTERNATIONAL, INC. 2006 LONG-TERM INCENTIVE PLAN (Filed With SEC on February 10, 2012)

FORM OF PERFORMANCE STOCK UNIT AWARD AGREEMENT PURSUANT TO THE PACER INTERNATIONAL, INC. 2006 LONG-TERM INCENTIVE PLAN (two performance metrics version) (Filed With SEC on February 10, 2012)

PACER INTERNATIONAL, INC. 2012 PERFORMANCE BONUS PLAN (Filed With SEC on February 10, 2012)

PURCHASE AND SALE AGREEMENT (Filed With SEC on May 4, 2011)

$125,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 30,2010 among PACER INTERNATIONAL, INC. AND EACH OF ITS DOMESTIC SUBSIDIARIES PARTYHERETO, as... (Filed With SEC on February 24, 2011)

[ * ] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED... (Filed With SEC on February 24, 2011)

RESTRICTED STOCK AWARD AGREEMENT FOR INDEPENDENT DIRECTORS PURSUANT TO THE PACER INTERNATIONAL, INC. 2006 LONG-TERM INCENTIVE PLAN (Filed With SEC on February 24, 2011)

Form of Performance Stock Unit Award Agreement Pursuant to the Pacer International, Inc. 2006 Long-Term Incentive Plan (two performance metrics version) PACER INTERNATIONAL, INC.... (Filed With SEC on February 24, 2011)

PACER INTERNATIONAL, INC. 2011 PERFORMANCE BONUS PLAN (Filed With SEC on February 24, 2011)

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (Filed With SEC on February 24, 2011)

$125,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 30,2010 among PACER INTERNATIONAL, INC. AND EACH OF ITS DOMESTIC SUBSIDIARIES PARTYHERETO, as... (Filed With SEC on January 5, 2011)

Separation Agreement and Release of Claims (Filed With SEC on November 8, 2010)

Separation Agreement and Release of Claims (Filed With SEC on August 5, 2010)

Form of Performance Stock Unit Award Agreement Pursuant to the Pacer International, Inc. 2006 Long-Term Incentive Plan PACER INTERNATIONAL, INC. PERFORMANCE STOCK UNIT AWARD (Filed With SEC on June 11, 2010)

Form of Restricted Stock Unit Award Agreement Pursuant to the Pacer International, Inc. 2006 Long-Term Incentive Plan PACER INTERNATIONAL, INC. RESTRICTED STOCK UNIT AWARD (Filed With SEC on June 11, 2010)

Separation Agreement and Release of Claims (Filed With SEC on May 7, 2010)

SECOND AMENDMENT DATED AS OF NOVEMBER 3, 2009 TO AMENDED AND RESTATED RAIL TRANSPORTATION AGREEMENT DATED AS OF MAY 15, 2002 (Filed With SEC on February 23, 2010)

PACER INTERNATIONAL, INC. 2010 PERFORMANCE BONUSPLAN (Filed With SEC on February 23, 2010)

Settlement Agreement (Filed With SEC on February 23, 2010)

Separation Agreement and Release of Claims (Filed With SEC on February 23, 2010)

AMENDED AND RESTATEDCREDIT AGREEMENT Dated as of August 28, 2009 among PACER INTERNATIONAL, INC. AND EACH OF ITS DOMESTIC SUBSIDIARIES PARTY HERETO, as Borrowers, (Filed With SEC on September 2, 2009)

AMENDED AND RESTATED SECURITY AGREEMENT (Filed With SEC on September 2, 2009)

AMENDMENT TO GUARANTY (Filed With SEC on September 2, 2009)

AMENDMENT TO PLEDGE AGREEMENT (Filed With SEC on September 2, 2009)

[ * ] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (Filed With SEC on August 6, 2009)

FIRST AMENDMENT AND WAIVER AGREEMENT (Filed With SEC on July 1, 2009)

SECURITY AGREEMENT (Filed With SEC on July 1, 2009)

One Independent Drive, Suite 1250, Jacksonville, FL 32202 Tel ###-###-#### Fax ###-###-#### (Filed With SEC on May 8, 2009)

FORM OF AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on February 17, 2009)

AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on February 17, 2009)

[ * ] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED... (Filed With SEC on February 19, 2008)

PACER INTERNATIONAL, INC. 2008 PERFORMANCE BONUS PLAN (Filed With SEC on February 19, 2008)

PACER INTERNATIONAL, INC. 2300 Clayton Road, Suite 1200 (Filed With SEC on February 19, 2008)

NONSTATUTORY STOCK OPTION AWARD AGREEMENT PURSUANT TO THE (Filed With SEC on February 19, 2008)

PACER INTERNATIONAL, INC. 2300 Clayton Road, Suite 1200 (Filed With SEC on February 19, 2008)

PERSONAL AND CONFIDENTIAL February , 2008 (Filed With SEC on February 19, 2008)

PACER INTERNATIONAL, INC. 2007 PERFORMANCE BONUS PLAN (Filed With SEC on August 8, 2007)

Form of Restricted Stock Award Agreement Pursuant to the (Filed With SEC on May 4, 2007)

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$250,000,000 CREDIT AGREEMENT Dated as of April 5, 2007 among PACER INTERNATIONAL, INC., as the Borrower, (Filed With SEC on April 9, 2007)

GUARANTY (Filed With SEC on April 9, 2007)

PLEDGE AGREEMENT (Filed With SEC on April 9, 2007)

PACER INTERNATIONAL, INC. (Filed With SEC on February 21, 2007)

EXHIBIT A Amendments to the 1999 Stock Option Plan (Filed With SEC on August 11, 2006)

EXHIBIT B Amendments to the Stock Option Agreements (Filed With SEC on August 11, 2006)

EMPLOYMENT AGREEMENT (Filed With SEC on August 2, 2006)

Equipment Purchase Contract Dated as of February 14, 2006 (Filed With SEC on March 2, 2006)

PACER INTERNATIONAL 2006 BONUS PLAN (Filed With SEC on February 9, 2006)

PACER INTERNATIONAL, INC. (Filed With SEC on February 9, 2006)

PACER INTERNATIONAL 2005 BONUS PLAN (Filed With SEC on May 11, 2005)

PACER STACKTRAIN SUPPLEMENTAL BONUS PLAN SUMMARY PLAN DESCRIPTION (Filed With SEC on May 11, 2005)

PACER INTERNATIONAL, INC. (Filed With SEC on May 11, 2005)

SECOND AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on May 5, 2005)

Equipment Purchase Contract No. 20041101-SJ Dated as of November 1, 2004 (Filed With SEC on November 5, 2004)

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PACER INTERNATIONAL, INC. 2300 Clayton Road, Suite 1200 Concord, California 94520 (Filed With SEC on March 10, 2004)

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FIRST AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on December 29, 2003)

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PACER INTERNATIONAL INC Contracts & Agreements