Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


This Agreement (“Agreement”)
upon board approval is entered into as of August 4, 2020, by and between PAM Transportation Services, Inc. (PAM) ("COMPANY")
and Joseph A. Vitiritto (“EMPLOYEE”), and the parties therefore agree as follows:


 


Subject to the terms
and conditions contained in this Agreement and during the Term of this Agreement (as defined below), COMPANY hereby employs EMPLOYEE
in the position of “President and Chief Executive Officer” with such duties and responsibilities as are commensurate
with such office and may from time-to-time be assigned to EMPLOYEE by COMPANY.


 


EMPLOYEE hereby accepts
such employment as a full time employee, and while employed, shall devote his or her full business time, skills, energy and attention
to the business of COMPANY, shall perform his or her duties in a diligent, loyal, businesslike and efficient manner, all for the
sole purpose of enhancing the business of COMPANY, and in a manner consistent with all COMPANY policies, resolutions and directives
from time to time stated or made by the COMPANY. Moreover, EMPLOYEE shall perform such services and duties as are consistent with
EMPLOYEE’s position, are necessary or appropriate for the operation and management of COMPANY, and as are normally expected
of persons appointed to executive positions in the business in which COMPANY is engaged.


 


1.       Compensation
for Services.


 


COMPANY shall pay to EMPLOYEE an annual
base salary of $530,036.00 (“Base Salary”) as COMPANY’s President & Chief Executive Officer.


 


Base Salary shall be
payable in equal installments pursuant to COMPANY’s payroll system in effect from time to time, less all applicable taxes
required to be withheld by COMPANY pursuant to federal, state or local law.


 


Your 2020 Bonus Award
which will be paid out in the December 2020/January 2021 time frame will be for $328,500.00 which is paid 100%.


 


Our annual cash bonuses
are paid out over five (5) years at 20% each. The net effect is you build on each year’s bonus 20%, 40%, 60%, 80% and 100%,
when you retire you still have four more years of bonuses coming. You will be eligible for up to 100% of your base in bonus predicated
on a bonus matrix (Exhibit B) for year 2021. The matrix attached is purely for example, we would like your input into the matrix
for 2021. Matt Moroun will have to approve your recommendation for 2021 and each year thereafter.


 


EMPLOYEE will be reviewed
annually for changes in Base Salary.


 


You will be awarded 40,000 shares of restricted
stock:


 


		•	5,000
shares vest in 2022



		•	5,000
shares vest in 2023



		•	5,000
shares vest in 2024



		•	10,000
shares vest in 2025



		•	10,000
shares vest in 2026



		•	5,000
shares vest in 2027



 


You have to be an actively working employee
or retired at age 65 or older to receive your residual bonus payouts and for your restricted stock to vest.


 


 


 


 






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2.       Benefits.


 


EMPLOYEE shall be entitled
to fringe benefits provided by COMPANY for its employees in the normal course of business.


 


3.       Business
Expenses.


 


COMPANY shall reimburse
EMPLOYEE for all reasonable and necessary business expenses incurred by EMPLOYEE in the performance of his or her duties hereunder
with respect to travel, entertainment and other business expenses, subject to COMPANY’s business expense policies in effect
from time to time, including its procedures with respect to the manner of incurring, reporting and documenting such expenses.


 


4.       Proprietary
Information


 


a.       EMPLOYEE
shall forever hold in the strictest confidence and not disclose to any person, firm, corporation or other entity any of COMPANY’s
Proprietary Information (as defined below) or any of COMPANY’s Records (as defined below) except as such disclosure may be
required in connection with EMPLOYEE’s work for COMPANY and as expressly authorized by COMPANY in writing.


 


b.       For
the purposes of this Agreement, the term “Proprietary Information” shall mean intercompany publications, unpublished
works, plans, policies, computer and information systems, software and other information and knowledge relating or pertaining to
the products, services, sales or other business of COMPANY or its successor, affiliates and customers in any way which is of a
confidential or proprietary nature, the prices it obtains or has obtained from the sale of its services, its manner of operation,
its plans, processes or other data, contracts, information about contracts, contract forms, business applications, costs, profits,
tax information, marketing information, advertising methods, customers, potential customers, brokers, potential brokers, employees,
matters of a technical nature (including inventions, computer programs, concepts, developments, contributions, devices, discoveries,
software and documentations, secret processes or machines, including any improvements thereto and know-how related thereto, and
research projects, etc.), and other information not generally available to the public, without regard to whether all of the foregoing
matters will be deemed confidential, material or important. Anything to the contrary notwithstanding, the parties hereto stipulate
that any and all knowledge, data and information gathered by EMPLOYEE through this Agreement, his/her employment with COMPANY and
the operation of the business of COMPANY is deemed important, material or confidential, and gravely affects the effective and successful
conduct of the business of COMPANY and COMPANY 's good will; could not without great expense and difficulty be obtained or duplicated
by others who have not been able to acquire such information by virtue of employment with COMPANY; and that any breach of the terms
of this Paragraph 4 shall be deemed a material breach of this Agreement.


 


c.       EMPLOYEE
agrees that all creative work, including without limitation, designs, drawings, specifications, techniques, models, processes and
software prepared or originated by EMPLOYEE during or within the scope of employment whether or not subject to protection under
the federal copyright or other law constitutes work made for hire all rights to which are owned by COMPANY. Moreover, EMPLOYEE
hereby assigns to COMPANY all right, title and interest whether by way of copyright, trade secret, patent or otherwise, and all
such work whether or not subject to protection by copyright or other law.


 


d.       Upon
termination of employment with COMPANY or at any other time requested by COMPANY, EMPLOYEE shall immediately return to COMPANY
and not retain any copies of, any records, data, lists, plans, policies, publications, computer and information systems, files,
diagrams and documentation, data, papers, drawings, memos, customer records, reports, correspondence, note books, service listing
and any other business record of any kind or nature (including without limitation records in machine-readable or computer-readable
forms) relating to Proprietary Information (“Records”).


 


 


 


 






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e.       EMPLOYEE
acknowledges that, to the extent COMPANY derives independent economic value from any of its Proprietary Information and takes reasonable
measures to maintain its secrecy, such Proprietary Information will be considered a trade secret under applicable law. EMPLOYEE
further acknowledges that under the Defend Trade Secrets Act of 2016, an individual may not be held criminally or civilly liable
under any federal or state trade secret law for the disclosure of a trade secret that: (1) is made (i) in confidence to a federal,
state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting
or investigating a suspected violation of law; or (2) is made in a complaint or other document that is filed under seal in a lawsuit
or other proceeding. EMPLOYEE further acknowledges that an individual who files a lawsuit for retaliation by an employer for reporting
a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in
the court proceeding if the individual: (1) files any document containing the trade secret under seal; and (2) does not disclose
the trade secret, except pursuant to court order.


 


5.       Covenant
Not To Solicit / Not To Compete:


 


a.       As a material part of the consideration
for this Agreement, EMPLOYEE agrees for a twelve (12) month period following the termination of EMPLOYEE's employment with COMPANY
for any reason; Employee agrees he will not directly or indirectly, in whole or in part, as an employee, employer, owner, operator,
manager, advisor, consultant, agent, partner, director, stockholder, officer, volunteer, or intern, compete in any other similar
capacity to an entity engaged in the same or similar business as the COMPANY, including those that specialize in the multiple facets
of supply chain including but not limited to Intermodal Transportation, Truckload Transportation, Less Than Truck Load Transportation,
Value Added Services, Brokerage Services and Supply Chain Management within Mexico, The United States and Canada. EMPLOYEE also
agrees that he or she will not, either solely or jointly with, or as manager or agent for, any person, corporation, trust, joint
venture, partnership, or other business entity, directly or indirectly, approach or solicit for business, accept business from,
divert business from, or otherwise interfere with any COMPANY or Affiliated Companies relationship with, any person or entity (or
legal successor to such person or entity) that Employee had any direct contact with while employed by the COMPANY and that: (a)
has been a customer of COMPANY or any of the Affiliated Companies at any time within the six (6) month period prior to EMPLOYEE’s
termination; or (b) to whom COMPANY or one of the Affiliated Companies had made a proposal within the six (6) month period prior
to EMPLOYEE’s termination. In the event EMPLOYEE is terminated pursuant to Section 8 subsection (d) the Covenant Not to Compete
will be for a period of twelve (12) months. Anything contrary notwithstanding, this Paragraph 5 shall survive after the termination
or the earlier cancellation of this Agreement.


 


b.       Both
parties agree that the restrictions in this section are fair and reasonable in all respects including the length of time that they
shall remain in effect and that COMPANY’s employment of EMPLOYEE upon the terms and conditions of this Agreement is fully
sufficient consideration for EMPLOYEE's obligations under this section.


 


c.       If
any provisions of this section are ever held by a Court to be unreasonable, the parties agree that this section shall be enforced
to the extent it is deemed to be reasonable.


 


6.       No
Interference With Employment Relationships


 


EMPLOYEE agrees
that, during his or her employment, and for a period of twenty-four (24) months after his/her employment has terminated, for any
reason, EMPLOYEE will not, directly or indirectly, solicit for employment, hire, or offer employment to, or otherwise aid or assist
any person or entity other than COMPANY, in soliciting for employment, hiring, or offering employment to: (a) any employee of COMPANY,
Affiliated Companies, or any independent contractor engaged by COMPANY or Affiliated Companies; or (b) any former employee or independent
contractor of COMPANY or Affiliated Companies who was employed, or engaged, by COMPANY or Affiliated Companies within six (6) months
before or after the cessation of EMPLOYEE’s employment. In the event EMPLOYEE hires an employee of COMPANY, COMPANY shall
be compensated at a fee equal to 30% of the EMPLOYEE's first year's gross compensation. This paragraph 6 also applies to employees
of companies on Exhibit A.


 


 


 


 






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7.       Equitable
Relief And Remedies At Law


 


EMPLOYEE acknowledges
that COMPANY would suffer unique and irreparable injury in the event of a breach of the covenants contained in Sections 4, 5 and
6 of this Agreement, which breach could not be adequately compensated by the payment of damages alone. Accordingly in the event
of any such breach by EMPLOYEE, EMPLOYEE agrees that this Agreement may be enforced by a decree of specific performance or an injunction
without the necessity of posting a bond in addition to any remedies available at law, including damages arising out of or relating
to a breach of those covenants, and that any remedy which COMPANY might have at law would be inadequate by itself.


 


8.       Termination
of Agreement


 


a.       Without
limitation of any other remedy available to COMPANY, whether in law or in equity, EMPLOYEE’s employment relationship shall
terminate immediately without any further liability of COMPANY to EMPLOYEE, upon written notice from COMPANY to EMPLOYEE, for Just
Cause. For purpose of this Agreement, “Just Cause” means: conviction of a crime, moral turpitude, gross negligence
in the performance of duties, intentional failure to perform duties, failure to perform duties as designated in this agreement,
insubordination or dishonesty. In the event of EMPLOYEE’s termination pursuant to this Section 8(a), COMPANY shall have no
obligation to pay Base Salary, bonuses, or benefits after date the employment relationship is terminated.


 


b.       EMPLOYEE’s
employment relationship shall terminate immediately upon death of EMPLOYEE.


 


c.       EMPLOYEE
agrees to submit to a medical examination at any time at COMPANY's request and expense. The medical examination will be related
to EMPLOYEE's job and consistent with a business necessity of COMPANY. This Agreement may be terminated by COMPANY immediately
upon written notice to EMPLOYEE if the examination reveals that EMPLOYEE is unable to perform the essential functions of this Agreement
even with a reasonable accommodation. The Agreement may also be terminated if, for a period of three (3) consecutive months, EMPLOYEE
is unable to perform the essential functions of the Agreement even with a reasonable accommodation. Upon such termination due to
medical disability, EMPLOYEE's compensation shall be continued for three (3) months from the date of disability. In addition, EMPLOYEE
will receive any residual bonus earned but not paid. Residual bonus to be paid in normal course of business


 


d.       Upon
the determination by COMPANY that the best interests of COMPANY would be served, COMPANY shall have the further right to terminate
EMPLOYEE’s employment relationship immediately or at any time, at its option upon written notice to EMPLOYEE, without Just
Cause. If EMPLOYEE is terminated pursuant to this Section 8(d), EMPLOYEE shall be entitled to receive only Base Salary and COBRA
for a period of sixty (60) weeks following such termination, provided that EMPLOYEE signs the provided Separation Agreement (similar
to the attached separation agreement) within 21 days. If EMPLOYEE is terminated in the first 24 months EMPLOYEE will also be entitled
to $621,000 paid in three (3) equal installments over 12 months in lieu of any restricted stock payouts.


 


e.       Any
compensation payable to EMPLOYEE pursuant to this Section 8 following termination pursuant to subsection (d) of this Section 8
shall be reduced by the amount of any compensation earned by EMPLOYEE in any employment or consulting he/she may undertake during
said period that constitutes a violation of Section 7 respecting non-competition.


 


f.       Upon
(6) months’ prior written notice to COMPANY at any time, EMPLOYEE shall have the right to terminate his/her employment relationship
with COMPANY at his/her option. Upon receipt of such notice, COMPANY shall have the option to terminate EMPLOYEE’s employment
relationship immediately upon written notice to EMPLOYEE. In the event of termination pursuant to this Section 8(f), EMPLOYEE shall
be entitled to receive Base Salary only through the six (6) month period following EMPLOYEE’s notice of termination. The
time period on the covenant not to compete shall commence at the end of the six (6) month period, and EMPLOYEE shall also be bound
by the covenant not to compete during the six (6) month period he/she is receiving Base Salary. EMPLOYEE shall be liable for all
costs and expenses incurred by COMPANY for the failure to give six (6) months' notice.


 


 


 


 






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g.       Upon
termination of this Agreement by COMPANY, EMPLOYEE shall, without a claim for compensation, provide COMPANY with written resignations
from any and all offices held by his/her in or at the request of COMPANY, and in the event of his/her failure to do so, COMPANY
is hereby irrevocably authorized to be, or designated as EMPLOYEE’s attorney in fact, to act in his/her name and in his/her
behalf to execute such resignations.


 


9.         No
Restriction on Performance of Services Contemplated by Agreement


 


EMPLOYEE represents
and warrants to COMPANY that: (i) EMPLOYEE is under no contractual or other restriction which would give a third party a legal
right to assert that EMPLOYEE would not be legally permitted to perform the services contemplated by this Agreement; and (ii) by
entering into this Agreement EMPLOYEE has not breached, and by performing the services contemplated by this Agreement, shall not
breach, any Agreement or duty relating to proprietary information of another person or entity. It shall be considered cause for
termination under Section 8(a) if the EMPLOYEE is under a contractual or other restriction which prevents the EMPLOYEE from performing
services upon which they are hired to perform.


 


10.       Severability


 


In case any one or
more of the provisions hereof shall be held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein. To the extent possible, there shall be deemed substituted such other provision as will
most nearly accomplish the intent of the parties, to the extent permitted by applicable law.


 


11.       Entire
Agreement


 


This Agreement embodies
all the representations, warranties, covenants and agreements of the parties in relation to the subject matter hereof, and no representations,
warranties, covenants, understandings, or agreements, unless expressly set forth herein or in an instrument in writing signed by
the party to be bound thereby which makes reference to this Agreement, shall be considered effective.


 


12.       No
Rights in Third Parties


 


Nothing herein expressed
or implied is intended to, or shall be construed to confer upon, or give to any person, firm or other entity other than the parties
hereto any rights or remedies under this Agreement, except as provided in Section 14.


 


13.       Assignment


 


COMPANY may assign
its rights and delegate its responsibilities under this Agreement to any affiliated company or to any corporation which acquires
all or substantially all of the operating assets of COMPANY by merger, consolidation, dissolution, liquidation, combination, sale
or transfer of assets or stock or otherwise. EMPLOYEE shall not be entitled to assign his or her rights or delegate his or her
responsibilities under this Agreement to any person.


 


14.       Payment
to Estate


 


No person, firm or
entity shall have any right to receive any payments owing to EMPLOYEE hereunder, except that EMPLOYEE’s estate shall be entitled
to receive a final payment of installment of Base Salary for services rendered to COMPANY through date of death, reimbursement
for any business expenses previously incurred by EMPLOYEE for which he or she would have been entitled to reimbursement hereunder,
and any residual bonus earned but not paid. Any residual bonus shall be paid in normal course of business.


 


 


 


 






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15.       Amendment


 


No modification or
amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto.


 


16.       Survival
of Covenants


 


Without limitation
of any other provisions of this Agreement, all representations and warranties set forth in this Agreement and the covenants set
forth in Sections 4, 5 and 6 shall survive the termination of this Agreement for any reason for the maximum period permitted by
law.


 


17.       Governing
Law


 


This Agreement shall
be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of Michigan. The
parties agree that should any litigation arise out of, in connection with, or relating to this Agreement, such litigation will
be commenced in a the Circuit Court for Macomb County Michigan or in the United States District Court for the Eastern District
of Michigan provided such court has subject matter jurisdiction and venue.


 


18.       Notices.


 


Service of all notices
under this Agreement must be given personally to the party involved at the address set forth below or at such other address as
such party shall provide in writing from time to time.


 


	 	COMPANY:	PAM Transportation Services, Inc.	 
	 	 	297 W. Henri de Tonti
Blvd.	 
	 	 	Tontitown, AR 72770	 
	 	 	Attention: Matt Moroun	 
	 	 	 	 
	 	EMPLOYEE:	Joseph
A. Vitiritto	Joseph
A. Vitiritto
	 	 	(home address)                   or	297 W. Henri
de Tonti Blvd.
	 	 	 	Tontitown, AR 72770
	 	 	 	(principal executive
offices)




 


19.       Section
Headings


 


The titles to the Sections
of this Agreement are for convenience of the parties only and shall not affect in any way the meaning or construction of any Section
of this Agreement.


 


20.       Non-Waiver.


 


No covenant or condition
of this Agreement may be waived except by the written consent of COMPANY. Forbearance or indulgence by COMPANY in any regard whatsoever
shall not constitute a waiver of the covenants or conditions to be performed by EMPLOYEE to which the same may apply, and, until
complete performance by EMPLOYEE of said covenant or condition, COMPANY shall be entitled to invoke any remedy available to COMPANY
under this Agreement or by law or in equity, despite said forbearance or indulgence.


 


 


 


 


 



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21.       Construction


 


Although this Agreement
was drafted by COMPANY, the parties agree that it accurately reflects the intent and understanding of each party and should not
be construed against COMPANY if there is any dispute over the meaning or intent of any provisions.


 


 


 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.


 


 


 


	 	 	PAM TRANSPORTATION SERVICES, INC.
	 	 	 	 
	 	 	 	 
	 	 	By: 	/s/ Matthew T. Moroun
	[Witness]	 	 	Matthew
T. Moroun
	 	 	 	 
	 	 	 	Chairman of the Board
	 	 	 	 
	 	 	By:	/s/ Joseph A. Vitiritto
	[Witness]	 	 	Joseph
A. Vitiritto
	 	 	 	(home address)
	 	 	 	 




 


 


 


 


 


 






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EXHIBIT A


 


	 	1.	Central Transport, LLC.
	 	2.	Universal Logistics Holdings Inc.
		3.	Conlan Tire Co LLC



		4.	P.A.M. Transport, Inc.



		5.	This will include all entities under common ownership to the above companies and/or their successors.



 


 


 


 


 


 


 


 


 


 


 


 


 






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