exv10w13









    Exhibit 10.13



 




    CONSULTING
    SERVICES AGREEMENT



 



    CONSULTING SERVICES AGREEMENT (the
    “Agreement”), dated as of December 18, 2009, by
    and between Landstar System, Inc. (the “Company”), and
    Jeffrey C. Crowe (“Consultant”).



 



    WHEREAS, since April 27, 2004, Consultant has been serving
    as the Chairman of the Company’s Board of Directors (the
    “Board”) and as a common law employee of the Company
    pursuant to the terms of a letter agreement, dated
    April 27, 2004, between the Company and Consultant (the
    “Letter Agreement”);



 



    WHEREAS, effective as of January 4, 2010 (the
    “Retirement Date”), Consultant has determined to
    retire from such employment with the Company and to cease to
    serve as the Chairman of the Board, but to remain on the Board
    as a director at least for the balance of his term ending at the
    Annual Meeting of the Company’s Stockholders in 2011;



 



    WHEREAS, as provided for under the Letter Agreement, from and
    after the Retirement Date, the Company wishes to continue to
    avail itself of Consultant’s knowledge, expertise and
    experience for a transition period by appointment of Consultant
    as a consultant to provide services that are helpful to the
    operation of the business of the Company in accordance with the
    terms and conditions set forth below; and



 



    WHEREAS, as provided for under the Letter Agreement, Consultant
    is willing to serve as a consultant to the Company upon the
    terms and conditions set forth below.



 



    NOW, THEREFORE, in consideration of their mutual promises, the
    Company and Consultant agree as follows:



 



    1. Retirement as
    Chairman.  Effective as of the Retirement
    Date, Consultant shall cease to serve as the Chairman of the
    Board, but shall remain on the Board as a director at least for
    the balance of his term ending at the Annual Meeting of the
    Company’s Stockholders in 2011.



 



    2. Consulting Services.  Subject to
    paragraph 8 hereof, during the period (the “Consulting
    Period”) beginning on January 5, 2010, the day
    after the Retirement Date, and continuing until
    January 5, 2012, the second anniversary thereof,
    Consultant shall personally provide to the Chief Executive
    Officer of the Company (“CEO”) or the Board such
    consulting services as either the CEO or the Board may
    reasonably request from time to time. Such consulting services
    shall be of a nature and scope that will generally be of a type
    consistent with Consultant’s stature and experience.



 



    3. Time, Location and Maximum
    Commitment.  Consultant shall provide the
    consulting services at such time and in such locations as
    Consultant shall determine, unless the Company shall otherwise
    request a specific time and location upon reasonable advance
    notice. Consultant shall honor any such request unless he has a
    conflicting business or personal commitment that would preclude
    him from performing such services at the time
    and/or place
    requested by the Company, and in such circumstances the parties
    shall make reasonable efforts to arrange a mutually satisfactory
    alternative. The Company shall use its reasonable best efforts
    not to require the performance of consulting services in any
    manner that unreasonably interferes with any other business or
    pre-scheduled personal activity of Consultant. It is not
    intended and in no event shall Consultant be required to perform
    services for the Company hereunder at a level that would require
    Consultant to devote to such services twenty percent (20%) or
    more of the average level of bona fide services performed by
    Consultant while an employee of the Company over the
    36 month period immediately preceding the Retirement Date
    (the “Maximum Commitment”). The Company and Consultant
    acknowledge that they have established the Maximum Commitment so
    that Consultant will have incurred a separation from service as
    of the Retirement Date pursuant to, and in accordance with, the
    regulations promulgated under Section 409A of the Internal
    Revenue Code of 1986, as amended, and will act accordingly.



 



    4. Status.  Consultant shall not,
    by virtue of the consulting services provided hereunder, be
    considered to be an officer or employee of the Company or any of
    its affiliates, and shall not have the power or authority to
    contract in the name of or bind the Company or any such
    affiliates. As an independent contractor, Consultant may perform
    services for others, provided that in the event Consultant















 







    performs services for a competitor of the Company, the Company
    will have the right to terminate Consultant’s services
    hereunder in accordance with paragraph 8 hereof. Consultant
    shall at all times be treated as an independent contractor and
    shall be responsible for the payment of all taxes with respect
    to all amounts paid to him hereunder. Consultant understands and
    acknowledges that from and after the Retirement Date, Consultant
    shall no longer be entitled to participate in any employee
    benefits plan or fringe benefit or perquisite program made
    available only to employees or officers of the Company and its
    subsidiaries, including its health and welfare plans. Nothing in
    this Agreement shall be construed to limit the rights of
    Consultant to receive any benefits or compensation otherwise
    payable to Consultant in respect of his prior services as an
    officer and employee of the Company under the express terms and
    conditions of any agreement between him and the Company or the
    applicable terms and conditions of any employee benefit plan,
    program or arrangement.



 



    5. Consulting Fees.  In respect of
    the services to be performed hereunder during the Consulting
    Period, the Company shall pay Consultant at the annual rate of
    $250,000 per annum, payable quarterly, in advance; it being
    understood and agreed that such amount will be in lieu of any
    and all fees and other compensation that might otherwise be
    payable to Consultant for services as a director during the
    Consulting Period; provided the Company shall pay or reimburse
    Consultant for reasonable expenses incurred by Consultant in
    connection with services provided as a director during the
    Consulting Period subject to the terms and conditions of the
    expense reimbursement policies applicable to expenses incurred
    by directors of the Company.



 



    6. Expenses.  The Company shall pay
    or reimburse Consultant for such reasonable expenses incurred by
    Consultant in the course or on account of rendering consulting
    services hereunder in accordance with, and subject to the terms
    and conditions of, the expense reimbursement policy applicable
    to expenses incurred by senior officers of the Company, as in
    effect on the date hereof.



 



    7. Confidential
    Information.  Consultant understands and
    agrees that in the course of his services hereunder he will
    acquire
    and/or have
    access to confidential information, trade secrets, proprietary
    data and/or
    non-public information concerning the business, professional
    and/or
    personal affairs, activities and operations of the Company, the
    Company’s subsidiaries and affiliates
    and/or the
    officers, employees
    and/or
    representatives of any of them (collectively, the
    “Companies”) and the Companies’ plans, methods of
    doing business and practices and procedures, as well as
    confidential information disclosed to the Companies from time to
    time by third parties, any or all of which shall be referred to
    herein as the “Confidential Information.” Without the
    prior written consent of a duly authorized officer of the
    Company, and except to the extent required in connection with
    the performance of his duties hereunder, by an order of a court
    having competent jurisdiction or under subpoena from an
    appropriate government agency, Consultant shall not disclose any
    Confidential Information to any third person, unless such
    Confidential Information has been previously disclosed to the
    public by the Companies or has become public knowledge other
    than by Consultant’s breach of this Agreement or any other
    agreement with the Company by which he may be bound. The
    Consultant’s duties and obligations under this
    paragraph 7 are in addition to, and not intended to
    supersede, limit, amend or otherwise modify any existing
    covenant made by Consultant in favor of the Company in
    connection with, as a condition of, or pursuant to the terms of
    any agreement entered during the term of, his employment or
    directorship with the Company, whether pertaining to the
    preservation of confidential information or otherwise.



 



    8. Early Termination of Consulting
    Period.  Notwithstanding anything in this
    Agreement to the contrary, the Consulting Period, and the
    Company’s obligations to make any payments to Consultant
    hereunder, shall immediately terminate (i) if, in the
    event Consultant performs services for a competitor of the
    Company, the Company provides Consultant written notice of such
    termination or (ii) upon Consultant’s death.



 



    9. Miscellaneous.  This Agreement
    is for the personal services of Consultant and may not be
    subcontracted or assigned by Consultant in any fashion, whether
    by operation of law, or by conveyance of any type, without the
    prior written consent of the Company, which consent the Company
    may withhold in its sole discretion. Effective on the Retirement
    Date, the Letter Agreement shall terminate and be of no further
    force or effect. This Agreement may be amended only by a written
    instrument signed by the Company and Consultant. Except as
    otherwise expressly provided hereunder, this Agreement shall















 







    constitute the entire agreement between the Company and
    Consultant with respect to the provision of consulting services
    by the Consultant to the Company. This Agreement may be executed
    in counterparts, each of which shall be deemed an original but
    all of which together shall constitute one and the same
    instrument.



 



    10. Governing Law.  This Agreement
    shall be governed by the laws of New York, without reference to
    the principles of conflicts of law.



 



    IN WITNESS WHEREOF, the parties have executed this Agreement as
    of the day first written above.



 



    LANDSTAR SYSTEM, INC.



 



    /s/  Henry
    H. Gerkens







			
	 	    By: 
	
    Henry H. Gerkens




			
	 	    Title: 
	
    President and Chief Executive Officer




 



    JEFFREY C. CROWE



 



    /s/  Jeffrey
    C. Crowe