2005 Bonus Plan



 Exhibit 10.1 
  
 PACER INTERNATIONAL 
 2005 BONUS PLAN 
  

	I.	BONUS PLAN 

  
 Corporate objectives are established based on the current year plan/budget (the “Plan”) for Pacer International, Inc. and its subsidiaries (the “Company”). Exhibit A sets forth the financial
results required in order for the Company, and each business unit, to disburse bonuses. 
  

	•	 	The Company, on a consolidated basis, must achieve the earnings per share target set forth in Exhibit A (net of bonuses) in order for the Company to pay bonuses. It should be noted
that the target may be adjusted based on one-time events. 

  

	 	•	 	Monthly accruals (booked by Corporate for all business units) are based on meeting or exceeding Plan. 

  

	 	•	 	Upon meeting the corporate earnings per share target, the first 25% of the bonus accrual will be applied toward a bonus payment (to each business unit) in an amount up to 25% of
their bonus pool regardless of the business units’ performance. 

  

	 	•	 	For a business unit to pay the balance of the unit’s bonus (the remaining 75%), it must meet or exceed its Plan objectives set forth in Exhibit A. 

  

	 	•	 	For Sales to achieve the balance of its bonus target (the remaining 75%), the Sales group must meet its Gross Margin target as noted in the sales plan (combination of Rail, Highway
and SCS). 

  

	 	•	 	The bonus plan can be funded at levels above 100% when performance exceeds Plan and when approved by the Compensation Committee. 

  

	 	•	 	Distribution occurs in February when year-end performance meets or exceeds Plan. 

  

	II.	TARGET BONUS LEVELS 

  
 Individuals are assigned a target bonus based on their position within the Company (Level 1 through 9) as set forth in Exhibit A. 
  

	III.	INDIVIDUAL BONUS AWARD 

  
 Target bonuses are reached through a combination of business unit and individual performance. At the senior executive level, divisional performance is weighted higher
than individual performance. The assumption is that the executive has greater influence 

  









 
over divisional performance. At the staff level, individual performance is weighted higher than unit performance. In either case, the unit must achieve set
objectives before bonuses are approved. 
  
 Actual bonus award is determined by
two components: 
  

	 	•	 	Business Unit Performance: The bonus amount is paid based on the performance of the business unit (Senior Executive). 

  

	 	•	 	Individual Performance: This bonus amount is paid based on the individuals (Manager/non-manager) rating from their performance appraisal. 

  

	 	•	 	The individual portion of the bonus will be awarded as follows based upon the rating on the Performance Appraisal: 

  

					
	 CE
	  	=	  	 100% or More

	 ME
	  	=	  	 100% or More

	 SM
	  	=	  	 100%

	 MS
	  	=	  	 50%

	 FM
	  	=	  	 0%


  

	•	 	Employees who receive a FM rating will not be eligible for any portion of their bonus potential during the period in which they received the FM rating. 

  

	•	 	An employee must be an active employee at the time the bonus distribution occurs to be eligible to receive their bonus. Two exceptions to this requirement would be where directed as
a part of a legal settlement or, when the employee has formally retired and is currently retired at the time the bonus is paid. 

  

	•	 	An employee with less than one year of employment may be eligible for a pro-rated bonus. 

  
 When applying bonus distributions based on individual performance, the business unit may find that the total bonus pool has not been
disbursed. Should this occur, the Business Unit President has the authority to disburse the balance of the allocated bonus pool to those individuals with a CE or ME rating. In no case may the Business Unit President disburse more than 100% of the
bonus pool.