Transition Agreement and Voluntary General Release, dated as of January 5, 2018, by and

    

This Transition Agreement and Voluntary General Release (the “Agreement”) is made and entered into this fifth day of January 2018, by and between Lori A. Lutey (“Executive”), on the one hand, and Schneider Enterprise Resources, LLC and any of its parent companies, subsidiaries, affiliates, divisions, successors and assigns (collectively referred to as “Schneider”), on the other hand. Schneider and Executive mutually agree that Executive’s employment with Schneider will end and that it is in the best interests of both parties to adhere to the terms of this Agreement. To assist Executive following the separation, Schneider has offered to provide certain benefits to Executive in exchange for the agreements and general releases contained in this Agreement. Executive has voluntarily accepted this offer and Executive and Schneider now desire to effect an amicable separation of Executive’s employment.

WHEREAS, Schneider values Executive’s continuing services, leadership and support during the Retention Period (as defined below);

WHEREAS, subject to the terms of this Agreement, Schneider desires Executive to remain in active employment with Schneider from the date of this Agreement to the end of the Retention Period;

WHEREAS, subject to the terms of this Agreement, Executive desires to remain employed with Schneider from the date of this Agreement to the end of the Retention Period;

WHEREAS, under normal Schneider policy, Executive is not eligible for any Retention Incentive payments, severance payments, or related benefits;

NOW THEREFORE, IN CONSIDERATION of the mutual promises and releases contained in this Transition Agreement and Voluntary General Release, IT IS AGREED THAT:

a.    Active Executive. For purposes of this Agreement, Executive will be considered an “Active Executive” on a given date if, on that date: Executive (i) remains actively employed by Schneider; (ii) has not given oral or written notice of intent to resign effective as of a date that is prior to the end of the Retention Period (as defined herein); and (iii) has not engaged in any conduct constituting Cause as determined by Schneider management or the Board of Directors.

b.    Retention Period. For the purposes of this Agreement, Retention Period shall mean the period from the date of this Agreement up through and until June 30, 2018, provided however, that Executive remains an Active Executive during this Retention Period. The Retention Period may be shortened by mutual written agreement signed by Executive and Schneider; the parties generally envision that the Retention Period will end no earlier March 30, 2018 and no later than June 30, 2018.

c.    Separation Date. Executive’s employment will end effective the last day of the Retention Period (the “Separation Date”).

2.Continued Employment During Retention Period. Executive agrees to continue her Active Employment during the Retention Period in the position of Executive Vice President and Chief Financial Officer for Schneider. During the Retention Period, Executive agrees to devote her full professional time, best efforts, attention and energies on behalf of Schneider and perform the duties normally associated with her position with Schneider. The Executive shall perform such duties in a manner consistent with applicable laws and regulations, and any code of ethics, compliance manual, employee handbook or other policies and procedures adopted by Schneider from time to time and subject to any written directives issued by Schneider’s Chief Executive Officer or Board of Directors from time to time. Executive will continue to be based at Schneider’s principal offices in Green Bay, Wisconsin, unless Executive and Schneider agree in writing to another location, and will travel on behalf of Schneider as reasonably necessary and consistent with prior practice. During the Retention Period, Executive may not engage in any employment other than for Schneider, in any conflicting or competing business activities, or have any financial interest, directly or indirectly, in any business competing with Schneider or otherwise engaged in the business of Schneider or its affiliates. During the Retention Period, and subject to the prior approval of Schneider’s Chief Executive Officer, Executive may initiate her search for seats on the Boards of Directors of companies that do not compete with Schneider (for clarity Executive agrees not to seek or accept board seats with companies that provide truckload, logistics, or intermodal services to external customers); Executive may use available Vacation or Flex time if she needs to be out of the office for short durations in conjunction with her search. While Executive agrees and acknowledges that her employment relationship will technically remain at-will during the Retention Period, Executive and Schneider affirmatively state that their joint good faith objective is for Executive to remain in her position through the Retention Period.

4.Transition Compensation. If Executive (a) signs this Agreement and complies with her obligations hereunder, (b) remains an Active Executive during the full Retention Period, (c) has not engaged in willful misconduct during employment, whenever discovered and (d) signs and does not revoke the General Release attached hereto as Exhibit A within thirty (30) days following the end of the Retention Period, Schneider will pay Executive a total gross amount of Six Hundred Thousand Dollars ($600,000) which shall, as applicable, be treated as wages or supplemental earnings for purposes of federal and state taxation and withholding (the “Transition Compensation”).  The Transition Compensation shall be paid to Executive on the first business day that is at least twenty (20) business days after the occurrence of both the following events: after the Separation Date and after Executive has signed, and not revoked within the applicable revocation period, Exhibit A to this Agreement.  Executive acknowledges and agrees that, in the absence of this Agreement, Executive would otherwise not be entitled to receive the amounts represented by the Transition Compensation given Executive’s separation from employment on the Separation Date.  If, prior to the expiration of the Retention Period, Schneider terminates Executive’s employment for Cause, Executive will forfeit eligibility to receive the Transition Compensation.  For purposes of this Agreement, “Cause” means (a) Executive has engaged in gross negligence, gross incompetence, or willful misconduct in the performance of the duties and services required by Schneider; (b) Executive has engaged in willful conduct (i) involving destruction or culpable dishonesty against Schneider or (ii) resulting in a conviction of or plea of

no contest to any crime involving fraud, theft, misappropriation, embezzlement, dishonesty; or (c) any serious and intentional violation of any Schneider employment policy. Notwithstanding anything to the contrary herein, Executive will remain eligible for the Transition Compensation in the event that she is discharged during the Retention Period for a reason other than for Cause. For clarity, Executive will forfeit Profit Share eligibility effective as of the Separation Date.  Executive also forfeits, as of the Separation Date, all unvested and/or unaccrued amounts under any and all long term incentive plans and awards thereunder including but not limited to the Schneider National Inc. 2017 Omnibus Incentive Plan, the Schneider National, Inc. Omnibus Long-Term Incentive Plan (Amended and Restated November 8, 2011 & subsequently amended December 31, 2012), and the Schneider National, Inc. Long-Term Incentive Plan (collectively, the “Long-Term Incentive Plans”), and Executive acknowledges and agrees that Executive’s separation does not constitute a “retirement” for purposes of any of the Long Term Incentive Plans or awards thereunder. Executive acknowledges that she does not, and will not, qualify for “retirement” under any of the Long-Term Incentive Plans and understands that the Long-Term Incentive Plans will not be changed or amended in any way so as to make her departure from Schneider qualify as a “retirement” for purposes of the Long-Term Incentive Plans. Any amounts already vested as of Separation Date under such plans or other Schneider plans will pay out in the normal course per applicable plan rules, but no amounts will accelerate or pay early in any respect. 

The claims Executive is releasing include (without limiting the generality of the foregoing) all claims arising under any written agreement between Executive and Schneider pertaining to

Executive’s employment by Schneider; all claims arising under the Family and Medical Leave Act, the Consolidated Omnibus Budget Reconciliation Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967 ("ADEA"), 29 U.S.C. §621 et. seq., the Older Workers Benefit Protection Act of 1990, the Fair Labor Standards Act, the Executive Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Civil Rights Act of 1868 (42 U.S.C. §§ 1981 and 1983), the Wisconsin Fair Employment Act, wrongful discharge, breach of contract, and any other federal, state or local statute or regulation regarding employment, discrimination in employment, retaliatory discharge, payment of wages or the termination of employment; and any claims arising under the common law of the State of Wisconsin or any other state.

Executive further covenants and agrees that Executive will not institute or cause to be instituted any action, cause of action or other judicial or administrative proceeding based on any claim released hereunder and shall indemnify and hold harmless Schneider and the Releasees for all costs incurred by them (including, but not limited to fees in connection with any such proceeding).

IN WITNESS WHEREOF, and intending to be legally bound, the Parties have executed this Agreement as of the date stated below.

Date Signed

Date Signed

IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this GENERAL RELEASE as of the date stated below.

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Date Signed

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