Settlement Agreement between Pacer Transportation Solutions and J.R.Brashares.



 Exhibit 10.52 
 Settlement Agreement 
 This Settlement
Agreement (the “Agreement”) is between Pacer Transportation Solutions, Inc. and Jeffrey R. Brashares (“you”) and memorializes our mutual agreement and understanding in connection with the termination of your employment
with Pacer Transportation Solutions, Inc. (“Pacer”), and its Affiliates (as defined in Section 19 below) (collectively, the “Company”) and settlement and release of potential claims as noted below. This
Agreement shall become effective as set forth in Section 4 below. Accordingly, in consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Pacer and you hereby agree as follows: 
 1. Termination of Employment. This Agreement
shall constitute the parties’ acknowledgment of the termination of your employment with Pacer and its Affiliates, including any and all positions held by you as a director or officer of Pacer or any of its Affiliates and any and all positions
held by you as administrator or trustee of any employee benefit plan or related trust maintained or created by or on behalf of Pacer or any of its Affiliates, in all cases effective as of August 31, 2009 (the “Termination Effective
Date”). Upon the effectiveness of this Agreement, Pacer shall pay to you (a) any earned and unpaid portion of your base salary computed on a per diem basis through the Termination Effective Date, (b) a lump sum amount of
$27,250.52 for all accrued but unused vacation and personal leave time during your employment, and (c) reimbursement for any expenses incurred on or before the Termination Effective Date for which you have not already been reimbursed, in
accordance with the Company’s travel and entertainment policy. 
 2. Payments Upon Termination of Employment.

 (a) After the Termination Effective Date and eight (8) full days following the execution of this
Agreement, and provided that you have not revoked this Agreement, the Company will make the following payments to you so long as you are not in breach of any term or provision of this Agreement and do not engage in any activity or conduct
proscribed by Sections 7 or 8 (regardless of the extent to which such Sections may be enforced under applicable law): 
 (i) an aggregate amount equal to $324,450 payable in equal, bi-weekly installments over a period of twelve (12) months following the Termination Effective Date as is generally the Company’s policy for payment of executive
compensation; and 
 (ii) premiums due for continued group health insurance coverage through the Company under
COBRA, subject to your timely election to continue COBRA coverage, through August 31, 2010 or such earlier date on which you become covered by substitute group health insurance; and 
 (iii) that portion of the performance bonus, if any, that previously may have been awarded by the Board of Directors and that
may be payable for the 2009 fiscal year pro rated through the Termination Effective Date based on the number of days elapsed from the beginning of such fiscal year through the termination date over three hundred and sixty-five (365) days.

 (b) Without limiting any other provision of this Agreement, if you die on or after the Termination Effective
Date, your heirs, beneficiaries or estate, as their respective interests may appear (but without duplication), shall be entitled to receive or continue to receive those amounts that would otherwise have been due and payable to you pursuant to this
Section 2. 
  


					
		  		 	









 3. Release. 
 (a) For and in consideration of the covenants and agreements of the Company in this Agreement, which are greater than those
to which you would be entitled under any offer letter, any employment agreement, including the Amended and Restated Employment Agreement dated as of March 1, 2003, between you and Pacer (the “2003 Employment Agreement”), the
Employment Agreement dated as of December 22, 2000, the Amended and Restated Employment Agreement dated as of September 1, 2001 or Company severance policy, as well as for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and as a material inducement to the Company to enter into this Agreement, you hereby knowingly and voluntarily release, acquit and forever discharge Pacer and its Affiliates and their respective shareholders,
predecessors, successors, assigns, agents, directors, officers, employees, attorneys, representatives and Affiliates, and all Persons (as defined in Section 19) acting by, through, under or in concert with any of them (collectively, the
“Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses of any nature
whatsoever, known or unknown, suspected or unsuspected, which, from the beginning of time up to and including the date of this Agreement, exist, have existed or may hereafter exist or arise, based on facts occurring on or prior to the date hereof,
in connection with the letter offering employment, any employment agreement, any stock options, and other equity incentives granted to you, your employment or the termination of your employment with Pacer or any of its Affiliates, which you or any
of your heirs, executors, administrators, legal representatives, successors-in-interest and/or assigns ever had, now have or at any time hereafter may have, own or hold against any of the Releasees (collectively, the “Released
Claims”); provided, however, that the Released Claims do not include rights that cannot by law be released by private agreement or any of your rights or claims, whenever arising, to be indemnified by Pacer or any of its
Affiliates under and to the extent of the applicable terms and provisions of the Company’s or such affiliate’s charter, certificate or articles of incorporation, or by-laws. 
 (b) By executing this Agreement, (i) you hereby represent that (x) you have substantially complied with all Company
policies and procedures during the Employment Period and (y) you have not filed or permitted to be filed with any court, governmental or administrative agency, or arbitration tribunal, any of the Released Claims; (ii) you hereby waive all
Released Claims against the Releasees arising under foreign, federal, state, provincial and local labor, employment, civil rights, anti-discrimination and other laws and any other restrictions on Pacer’s and its Affiliates’ rights with
respect to the termination, for whatever reason, of the employment of its employees, including the Age Discrimination in Employment Act, the Americans With Disabilities Act and Title VII of the Civil Rights Act, as well as any right that you may
have ever had or may now have to commence a Released Claim against the Releasees involving any matter relating to your employment relationship with Pacer or any of its Affiliates, the letter offering employment to you, any employment agreement, any
stock option or other equity incentive agreements or the termination of your employment; (iii) you hereby represent that you have not transferred or assigned to any other person any of the Released Claims; and (iv) you further covenant and
agree not to bring or knowingly participate in any Released Claim or to encourage or permit any such Released Claim to be filed by any other Person on your behalf. Notwithstanding the foregoing, nothing in this Agreement precludes you from
(A) filing a charge, including a challenge to the validity of this Agreement, with the Equal Employment Opportunity Commission (“EEOC”) or comparable state or municipal fair employment agency or the National Labor Relations Board
(“NLRB”) or (B) participating in any investigation or proceeding conducted by the EEOC or such state or municipal agency or the NLRB or (C) enforcing this Agreement. Nevertheless, through the execution of this Agreement, you
acknowledge and agree that you have waived the right to recover on any claims in any legal proceeding brought by you or on your behalf, other than a claim to enforce this Agreement. You agree further that you will pay Pacer for all costs incurred by
Pacer because of a breach of these covenants, including

  

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reasonable attorneys’ fees and expenses incurred in defending against any claim brought by you. This provision shall not be enforced to the extent it would be inconsistent with federal
regulations regarding the ADEA and Older Workers Benefit Protection Act. In the event of a successful challenge by you to the waiver related to a federal claim of age discrimination in this Agreement, and success on the merits of such a federal age
discrimination claim, a federal court may order that the monies paid to you pursuant to this Agreement be repaid or setoff against any recovery but only up to the amount of any recovery by you. 
 (c) You fully understand that, if any fact with respect to any matter covered by this Agreement is found after the execution
of this Agreement to be other than or different from the facts now believed by you to be true, you expressly accept and assume that this Agreement and all releases and waivers herein shall be and remain effective, notwithstanding such difference in
facts. 
 (d) Neither this Agreement nor the consideration provided under it nor compliance with it shall be
construed as an admission by Pacer, its Affiliates or by you of any liability or violation of any law, statute, duty, contract, covenant or order. 
 4. ADEA Waiver, Waiting and Revocation Periods. 
 (a) You
expressly acknowledge that (i) you have been advised and instructed that you have the right to consult an attorney and that you should review the terms of this Agreement with counsel of your own selection; (ii) you have been advised that
your waiver and release does not apply to any rights or claims for age discrimination that may arise after the execution date of this Agreement; (iii) you have been advised that you have up to forty-five (45) days within which to consider
the terms of this Agreement and seven (7) days thereafter to revoke your signature as set forth below; (iv) you have had ample time to study this Agreement and to consult with an attorney, (v) you have carefully read and fully
understand all of the terms of this Agreement and are fully aware of the Agreement’s contents and legal effects, if and to the extent it may apply; (vi) you execute this Agreement voluntarily, without coercion or duress, and of your own
free will, (vii) you understand that you are, through this Agreement, releasing the Releasees (as defined in Section 3(a) above) from any and all claims you may have against the Releasees, and (viii) you understand that this Agreement
is final and binding. You expressly acknowledge and agree that this Agreement constitutes a knowing and voluntary waiver of rights under the Older Workers Benefit Protection Act. You understand that by signing this Agreement prior to the expiration
of forty-five (45) days, you waive your right to consider the Agreement for the entire forty-five (45) day period. 
 (b) You understand and agree that this Agreement is revocable by you for seven (7) days following the signing of this Agreement by you, and that this Agreement shall not become effective or
enforceable until that period has expired without revocation. This Agreement automatically becomes enforceable and effective on the eighth (8th) day after the latest date this Agreement is signed by the parties. This Agreement may be revoked by
you by a writing sent to the Company at the address specified in Section 16, by certified mail post-marked no later than the seventh (7th) day after the Agreement is signed by you (unless that day is a Sunday or a holiday, in which event
the period is extended to the next day there is mail service). 
 5. Company Property. You hereby represent and agree
that, on or prior to the Termination Effective Date or as promptly thereafter as practicable, you will surrender to the Company all handbooks, manuals, keys, badges, computers (except for the Company laptop computer given to you on or about
August 31, 2009, cell phones (except for the Company cell phone given to you on or about August 31, 2009, printers, access cards, credit cards and charge cards of or belonging to or issued in the name of the Company, all membership cards
for memberships maintained by or in the name of the Company, all passwords, access codes, all Confidential Information (as defined in Section 7(b)), all documents, records, and files (including all copies thereof, regardless of the form or
media in which the same exist or are stored) in your possession and belonging or relating to the Company, and any other personal property in your possession belonging to the Company. The foregoing requirements shall be in addition to, and not by way
of limitation of, any other provision of this Agreement. 
  

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 6. Nondisclosure of Provisions. Except as otherwise compelled by legal or judicial
process, you will maintain the confidentiality of, and you will not disclose to any Person, any of the terms or provisions of this Agreement, except for such disclosures (i) to the Equal Employment Opportunity Commission or comparable state or
municipal fair employment agency or (ii) to your attorney, accountant, tax preparer or other professional financial or legal adviser, or other legal representative, in each case who is in a confidential relationship with you and has been
advised of your obligations hereunder and whom you shall cause to comply with this nondisclosure provision, in each case only on a need-to-know basis in connection with such Person’s services rendered to you or on your behalf. 
 7. Confidential Information. 
 (a) From and after the date hereof, you shall not at any time use or disclose, divulge, furnish or make accessible to any Person any Confidential Information (as defined in Section 7(b)) acquired
during your employment by the Company for any reason or purpose whatsoever (provided that nothing contained herein shall be deemed to prohibit or restrict your right or ability to disclose, divulge, furnish or make accessible any Confidential
Information (i) to any officer, director, employee, Affiliate or representative of the Company, or (ii) as required by law or judicial process after giving the Company reasonably timely notice of receipt of any such legal or judicial
requirement), nor shall you make use of any Confidential Information for your own purposes or benefit or for the purposes or benefit of any other Person except Pacer and its Affiliates. The foregoing obligations are in addition to, and do not
replace or modify your common law duties owed to Pacer, nor do they replace or modify Pacer’s common law and criminal law rights. 
 (b) For purposes of this Agreement, the term “Confidential Information” means (i) the Intellectual Property Rights (as defined in Section 7(c)) of Pacer and its Affiliates and
(ii) all other information of a proprietary or confidential nature relating to Pacer or any Affiliate thereof, or the business or assets of Pacer or any such Affiliate, including: books and records; agent and independent contractor lists and
related information; customer lists and related information; vendor lists and related information; supplier lists and related information; distribution channels; pricing information, cost information, marketing plans and strategies; and financial
statements, forecasts, budgets and projections; (in each case whether or not any such information is marked or denoted as confidential); provided, however, that Confidential Information shall not include (A) information that is
generally available to the public on the date hereof, or which becomes generally available to the public after the date hereof without action by you, or (B) information that you receive from a third party who does not have any independent
obligation to Pacer or any of its Affiliates to keep such information confidential. 
 (c) As used herein, the
term “Intellectual Property Rights” means all industrial and intellectual property rights, including the following (whether patentable or not): patents, patent applications, letters patent, patent rights; trademarks, trademark
applications, trade names; service marks and service mark applications; copyrights, copyright applications, know-how, certificates of public convenience and necessity, franchises, licenses, trade secrets, proprietary processes and formulae,
inventions, discoveries, improvements, ideas, development tools, marketing materials, instructions, confidential information, trade dress, logos and designs, and all documentation and media constituting, describing or relating to the foregoing.

  

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 (d) In the event that the Company determines that you are in breach of this
Section 7, the Company will provide you with written notice thereof and the basis therefor to provide you with an opportunity to cure such breach and provide the Company with assurance that such breaches either did not occur or will not recur.

 8. Noncompetition Covenant. 
 (a) You acknowledge and agree that you have received significant and substantial benefits from your employment with the
Company, including the remuneration, compensation and other consideration inuring to your benefit, as well as introductions to, personal experience with, training in and knowledge of Pacer and its Affiliates, the industries in which they engage, and
third parties with whom they conduct business. Accordingly, in consideration of the foregoing, and the payments made and to be made to you in connection with your employment relationship with the Company and under this Agreement, you agree that you
will not from the Termination Effective Date until twelve months have elapsed from the Termination Effective Date (the “Noncompetition Period”), for any reason: 
 (i) in any geographic area where Pacer or any of its Affiliates conducts business during the Non-Competition Period, engage
or participate, directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner, or capacity, including by the rendering of services or advice to any
Person), in any Competing Business (as defined in Section 8(b) below) or lend your name (or any part or variant thereof) to, any Competing Business (provided, however, that the foregoing shall not apply to the shipment of goods or commodities
in cases where you or one of your Affiliates is the beneficial owner, consignor or consignee of such freight and is engaged primarily in the business of manufacturing or distributing such goods or commodities) 
 (ii) deal, directly or indirectly, in any competitive manner with any customers doing business with Pacer or any of its
Affiliates during the Noncompetition Period, or 
 (iii) solicit or employ any officer, director or agent of
Pacer or any of its Affiliates to become an officer, director or agent of you, your Affiliates or anyone else; 
 (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer or any of its Affiliates or any trade name used by any of them. 
 Ownership by you for investment purposes only of less than 2% of the outstanding shares of capital stock or class of debt securities of any
Person with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. 
 (b) As used herein, the term “Competing Business” means any transportation or other business that Pacer or
any of its Affiliates has engaged in at any time during the Employment Period in any city or county in any country, state or province of the United States, Canada or Mexico, including any such business directly or indirectly engaged in
(i) intermodal marketing, (ii) flatbed specialized hauling services, (iii) less-than-truckload common carrier services, (iv) drayage, consolidation, deconsolidation or distribution services, (v) contract warehousing, freight
handling or logistic services, (vi) comprehensive transportation management programs or services to third party customers, (vii) freight consolidation and deconsolidation, (viii) traffic management, (ix) railroad signal project
management, (x) freight forwarding and related services (including freight brokerage and handling), (xi) customs brokerage, (xii) transportation brokerage, and (xiii) freight transportation (including “full container
load” and “less than container load” transportation services). 
  

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 9. Non-Disparagement. During the Noncompetition Period, you will not make any public
or private statement or take any action that is, or that is intended to be, slanderous, libelous, derogatory, harmful, damaging, detrimental or otherwise adverse to Pacer or its Affiliates or their respective officers, directors or employees, or
their respective businesses, operations, prospects, affairs, or reputations among their respective customers, vendors, lenders, investors, analysts, competitors, employees, agents, consultants, contractors and representatives; provided,
however, that the foregoing is not intended to limit your ability to answer truthfully any questions of fact that may be put to you under oath in any litigation, arbitration or governmental investigative proceeding. 
 10. Transition and Litigation Assistance. If requested by Pacer and for a reasonable time after notice of termination, you agree to
cooperate with Pacer in connection with the transition of any matters on which you were working to other personnel within Pacer. At the request and expense of the Company upon reasonable notice (including, for the time involved after twelve months
have elapsed from the Termination Effective Date, a reasonable payment based on your per diem earnings on the Termination Effective Date and to the extent that you can render such assistance without materially adversely affecting your other business
obligations to your employer or other third parties), you shall furnish such information and assistance to Pacer and its Affiliates as the Company may reasonably require in connection with any issue, claim or litigation in which Pacer or any of its
Affiliates may be involved. 
 11. Remedies. You acknowledge and agree that the provisions of this Agreement (including
Sections 6 through 10 inclusive) are of a special and unique nature, the loss of which cannot be adequately compensated for in damages by an action at law, and that the breach or threatened breach of any of these provisions would cause the Company
irreparable harm. Accordingly, you agree that in the event of a breach or threatened breach of any of the covenants contained in this Agreement (including Sections 6 through 10 inclusive), the Company shall be entitled to (1) immediate relief
enjoining such breach or threatened breach in any court or before any judicial body having jurisdiction over such a claim, and you waive any requirement that the Company post a bond or other security or prove that monetary damages are inadequate,
and (2) a refund of a portion of the severance pay amounts paid after the date that such breach commenced. All rights and remedies provided for in this Agreement are cumulative, are in addition to any other rights and remedies provided for by
law, and may, to the extent permitted by law, be exercised concurrently or separately. The exercise of any one right or remedy shall not be deemed to be an election of such right or remedy or to preclude the exercise or pursuit of any other right or
remedy. 
 12. Severability. It is the desire and intent of the parties that the provisions of this Agreement shall be
enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any provision of this Agreement is determined to be partially or wholly invalid, illegal or
unenforceable in any jurisdiction, then such provision shall, as to such jurisdiction, be modified or restricted to the extent necessary to make such provision valid, binding and enforceable, or if such provision cannot be so modified or restricted,
then such provision shall, as to such jurisdiction, be deemed to be excised from this Agreement; provided. however, that the legality, binding effect and enforceability of the remaining provisions of this Agreement, to the extent the
economic benefits conferred on the parties by virtue of this Agreement remain substantially unimpaired, shall not be affected or impaired in any manner, and any such invalidity, illegality or unenforceability with respect to such provisions shall
not invalidate or render unenforceable such provision in any other jurisdiction. 
 13. Expenses; Taxes. Each party
hereto shall bear his or its own expenses incurred in connection with this Agreement (including legal, accounting and any other third party fees, costs and expenses and all federal, state, local and other taxes and related charges incurred by such
party). All references herein to remuneration, compensation and other consideration payable by Pacer or any of its

  

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Affiliates hereunder to or for the benefit of you or your heirs, representatives, or estate are to the gross amounts thereof before reductions, set-off, or deduction for taxes and other charges
referred to below, and all such remuneration, compensation and other consideration shall be paid net of and after reduction, set-off and deduction for any and all applicable withholding, F.I.C.A., employment and other similar federal, state and
local taxes and contributions required by law to be withheld by Pacer or any such Affiliate. 
 14. Governing Law. This
Agreement shall be governed by, and construed and enforced in accordance with, the domestic laws of the State of Ohio applicable to contracts made and to be wholly performed in such State, without giving effect to any choice or conflict of law
provision or rule (whether of the State of Ohio or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Ohio. 
 15. Binding Effect. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, representatives, heirs
and estates, as applicable. This Agreement shall not be assignable by you without the prior written consent of Pacer (acting with approval of its Board of Directors). Except as expressly provided in this Agreement, this Agreement shall not confer
any rights or remedies upon any Person other than the parties hereto and their respective successors, permitted assigns, representatives, heirs and estates, as applicable. 
 16. Notices. (a) All notices or other communications pursuant to this Agreement shall be in writing and shall be deemed to be
sufficient if delivered personally, sent by nationally-recognized, overnight courier or mailed by registered or certified mail (return receipt requested), postage prepaid, to the parties at the following addresses (or at such other address for a
party as shall be specified by like notice): 
 if to the Company, to: 
 Pacer International, Inc. 
 One Independent Drive, Suite 1250 
 Jacksonville, FL 32202 
 Attention: General Counsel 
 if to you, to your last address shown in the Company’s personnel records: 
 (b) All such notices
and other communications shall be deemed to have been given and received (i) in the case of personal delivery, on the date of such delivery, (ii) in the case of delivery by nationally-recognized, overnight courier, on the next business day
where sent following dispatch, and (iii) in the case of mailing, on the third business day where sent next following such mailing. In this Agreement, the term “business day” means, as to any location, any day that is not a
Saturday, a Sunday or a day on which banking institutions in such location are authorized or required to be closed. 
 17.
Entire Agreement; Amendment and Waiver. This Agreement embodies the entire agreement and understanding by and between the parties hereto with respect to the subject matter hereof and supersedes and preempts any and all prior and
contemporaneous understandings, agreements, arrangements, representations or communications (whether written or oral) by or between the parties relating to the subject matter hereof. You acknowledge that the unvested portion of the restricted stock
granted to you are null and void and of no further force or effect on and as of the Termination Effective Date. Other than this Agreement, there are no other understandings, agreements, arrangements, representations or communications continuing in
effect relating to the subject matter hereof. You are not signing this Agreement in reliance upon any promise, representation or warranty not expressly contained in this Agreement. Any oral representations regarding this Agreement shall have no
force or effect. No

  

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waiver, amendment or modification of any provision of this Agreement shall be effective unless in writing and signed by each party hereto. No failure or delay by any party in exercising any
right, power or remedy under this Agreement shall operate as a waiver thereof or of any other right, power or remedy. The waiver by any party hereto of a breach of any provision of this Agreement by the other party shall not operate or be construed
as a waiver of any other or subsequent breach by such other party. 
 18. Counterparts and Facsimile or Imaged Execution.
This Agreement may be executed in two or more counterparts, and each such counterpart shall be an original instrument, but all such counterparts taken together shall be considered one and the same agreement, effective when one or more counterparts
have been signed by each party and delivered to the other parties, it being understood that all parties need not sign the same counterpart. Any signed counterpart delivered by facsimile or imaged document shall be deemed for all purposes to
constitute such party’s good and valid execution and delivery of this Agreement. 
 19. Other Construction and
Interpretation Provisions. The use in this Agreement of the term “including” means “including, without limitation.” The words “herein”, “hereof, “hereunder”, “hereby”, “hereto”,
“hereinafter”, and other words of similar import refer to this Agreement as a whole, and not to any particular article, section, subsection, paragraph, subparagraph or clause contained in this Agreement. All references to articles,
sections, subsections, clauses, paragraphs, schedules and attachments mean such provisions of this Agreement, except where otherwise stated. The section headings in this Agreement are for convenience only and shall not control or affect the meaning
of any provision of this Agreement. The use herein of the masculine, feminine or neuter forms shall also denote the other forms, as in each case the context may require. If, and wherever, specific language is used to clarify by example a general
statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates. The language used in this Agreement has been chosen by the parties to
express their mutual intent, and no rule of strict construction shall be applied against any party. Unless otherwise provided herein, the measure of one month or year for purposes of this Agreement shall be that date of the following month or year
corresponding to the starting date, except that, if no corresponding date exists, the measure shall be the next day of the following month or year (e.g., one month following February 8 is March 8, and one month following
March 31 is May 1). The term “Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with such
Person, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or
otherwise. The term “Person” shall be construed as broadly as possible and shall include an individual or natural person, a partnership (including a limited liability partnership), a corporation, a limited liability company, an
association, a joint stock company, a trust, a joint venture, an unincorporated organization, a business, and any other entity, including a governmental entity such as a domestic or foreign government or political subdivision thereof, whether on a
federal, state, provincial or local level and whether legislative, executive, judicial in nature, including any agency, authority, board, bureau, commission, court, department or other instrumentality thereof. 
 20. Jury Trial Waiver. THE PARTIES WISH THAT APPLICABLE LAWS APPLY TO THE RESOLUTION OF ANY DISPUTES ARISING UNDER THIS AGREEMENT AND
THE SUBJECT MATTER HEREOF, AND THAT THEIR DISPUTES BE RESOLVED BY AN EXPERIENCED PERSON APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND APPLICABLE LAWS, THE PARTIES HERETO WAIVE
ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS RELATED HERETO. YOU UNDERSTAND THAT THE WAIVER OF THE RIGHT TO A TRIAL BY JURY IS AN IMPORTANT
RIGHT WHICH YOU HEREBY FOREGO. 
  

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 21. Jurisdiction and Venue; Service of Process. The parties hereto (i) agree
that all disputes among them arising out of, connected with, related to, or incidental to this Agreement shall be resolved exclusively by state or federal courts located in Franklin County, Ohio, or any appellate court from any thereof, or by an
arbitrator located in Franklin County, Ohio, in such cases where both parties hereto have expressly agreed to binding arbitration, (ii) irrevocably submit to the jurisdiction of such courts and waive any objection to venue or defense of an
inconvenient forum for any proceeding in any such court, and (iii) agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such court shall constitute valid and lawful service of process
against them, without the necessity for service by any other means provided by law. 
  

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 Please acknowledge your acceptance of and agreement with the foregoing terms by signing the
enclosed counterpart of this letter agreement in the space provided below and returning it to the Company at the address stated in Section 16 above. 
  

					
	PACER TRANSPORTATION SOLUTIONS, INC.
		
	By:	 	/s/ Karen S. Rice
		 	Name:	 	Karen S. Rice
		 	Title:	 	Vice President, Human Resources


  
 Accepted and agreed to: 

	
	
	/s/ Jeffrey R. Brashares
	Jeffrey R. Brashares

  

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