exv10w12






Exhibit 10.12




[RRTS LETTERHEAD]




Brian J. van Helden

4900 S. Pennsylvania Ave.

Cudahy, Wisconsin 53110




	 	 	 	 	 
	 

	 	Re:
	 	Employment Terms





Dear Brian:




     The purpose of this letter is to set forth the Employment Terms regarding your employment by
Roadrunner Transportation Services Holdings, Inc., a Delaware corporation (the “Company”) and you
as the (“Executive”).




	 	1.	 	Duties. You shall continue as the Vice President — Operations of the
Company.
	 
	 	2.	 	Term. Executive shall be employed subject to the election of both
parties.
	 
	 	3.	 	Compensation. Executive’s current base salary shall be $170,000 per
annum, which may be increased from time to time in the discretion of the board of
directors of the Company.
	 
	 	4.	 	Executive Bonus. Executive will be eligible to participate in the
Company’s 2008 Management Bonus Plan and to receive awards under the Company’s 2008
Incentive Compensation Plan.
	 
	 	5.	 	Benefits. Executive will receive all benefits, including health
insurance, as granted to other senior executives of the Company. The Company will
agree to pay all cost for health insurance for Executive and Executive’s family.
	 
	 	6.	 	Vacation. Executive shall be entitled to paid vacation in accordance
with the Company’s vacation policy for executive officers.
	 
	 	7.	 	Termination. It is agreed that Executive is employed at will and may
be terminated with or without Cause at any time upon ninety (90) days prior written
notice.
	 
	 	8.	 	Severance. In the event Executive’s employment is terminated by the
Company for any reason other than for Cause (or if you terminate your employment with
Good Reason), the Company shall continue to pay the Executive his current base salary
(as in effect on the date hereof and in accordance with the Company’s normal bi-monthly
payroll practices) for a period of nine (9) months following the effective date of
Executive’s termination of employment. During such nine-month period, the Executive
and/or the Executive’s family, as the case may be, shall be eligible for participation
in and shall receive all benefits under welfare benefit plans, practices, policies, and
programs provided by the Company (including medical and group life plans and programs)
as of the date hereof. In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable to the
Executive pursuant to this letter agreement. For purposes of this letter agreement,
“Cause” and “Good Reason” shall have the definitions given to them in the Executive’s
Stock Option and Shareholders’ Agreement with the Company, dated April 9, 2007.




 









 












	 	9.	 	Change of Control. If, during the one-year period following a Change
of Control, the Company shall terminate the Executive’s employment other than for
Cause, the Company shall pay Executive the amounts set forth in paragraph 8 above. For
the purpose of this letter agreement, a “Change of Control” shall mean:






     (i) The acquisition, at any time after the date hereof, by any person, entity,
or “group”, within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more
of either the then outstanding shares of common stock or the combined voting power
of the then outstanding voting securities of the Company entitled to vote generally
in the election of directors; or




     (ii) The eight (8) individuals who, as of the date hereof, constitute the Board
of Directors of the Company (as of the date hereof the “Incumbent Board”) cease for
any reason to constitute at least a majority of Company’s Board of Directors;
provided that any person becoming a director subsequent to the date hereof whose
election, or nomination for election by the Company’s stockholders, was approved by
a vote of at least a majority of the directors then comprising the Incumbent Board
shall be, for purposes of this letter agreement, considered as though such person
were a member of the Incumbent Board; or




     (iii) Approval by the stockholders of the Company of (1) a reorganization,
merger, or consolidation with respect to which persons who were the stockholders of
the Company immediately prior to such reorganization, merger, or consolidation do
not, immediately thereafter, own more than 50% of the combined voting power entitled
to vote generally in the election of directors of the reorganized, merged, or
consolidated company’s (or entity’s) then outstanding voting securities in
substantially the same proportions as their ownership immediately prior to such
reorganization, merger, or consolidation, (2) a liquidation or dissolution of the
Company, or (3) the sale of all or substantially all of the assets of the Company,
unless the approved reorganization, merger, consolidation, liquidation, dissolution,
or sale is subsequently abandoned.




	 	10.	 	Confidentiality, Non-Competition, and Non-Solicitation. The Company’s
obligation to pay severance amounts under paragraph 8 above is subject to (i) the
Executive’s compliance with any confidentiality, non-competition, and non-solicitation
agreements with the Company; and (ii) the Executive’s execution and delivery to the
Company of a release, in form and substance reasonably acceptable to the Executive and
the Company.
	 
	 	11.	 	Governing Law. This Agreement shall be governed by the laws of the
State of Delaware.





Remainder of Page Intentionally Left Blank






2









 








     If you agree with the foregoing, please execute in the space provided below. By executing
this letter agreement, you are also acknowledging and agreeing to the termination of your previous
employment letter, dated April 9, 2007. We look forward to continuing a long and rewarding
relationship.



	 	 	 	 	 
	 	ROADRUNNER TRANSPORTATION

SERVICES HOLDINGS, INC.

 	 
	 	By:  	/s/ Mark A. DiBlasi
 	 
	 	 	Mark A. DiBlasi 	 
	 	 	Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                                     /s/ Brian J. van Helden
 	 
	 	 	Brian J. van Helden 	 
	 	 	Executive 	 
	 




3