exv10w1






EXHIBIT 10.1




EMPLOYMENT AGREEMENT




     This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of November
1, 2008 (the “Effective Date”), by and between James L. Welch (“Executive”) and
Dynamex Inc., a Delaware corporation (the “Company”).



     In consideration of the terms, conditions, covenants, representations, warranties and promises
contained in this Agreement and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree
as follows:



     1. Employment. The Company will employ Executive, and Executive accepts such
employment, upon the terms and conditions set forth herein, for the period beginning on Effective
Date and ending as provided in Section 2.



     2. Term. The period of employment of Executive by the Company under this Agreement
(“Employment Period”) shall commence on the Effective Date and shall continue until
terminated in accordance with the provisions of this Agreement.



     3. Position and Duties. During the Employment Period, Executive shall serve as and
have the title of the Company’s President and Chief Executive Officer and shall report solely and
directly to the Company’s board of directors (as constituted from time to time, the
“Board”). From and after the Effective Date and during the Employment Period, Executive in
his capacity as the Company’s President and Chief Executive Officer shall have general management
authority for all operating, strategic, developmental and other significant decisions of the
Company that generally fall within the scope and powers of a president and chief executive officer
(subject to the general supervisory power of the Board under applicable law). Executive will also
serve as a member of the Board during the Employment Period. For the duration of the Employment
Period, Executive shall devote all of his working time, attention and energies (other than absences
due to illness or vacation) to perform his duties and responsibilities as the Company’s President
and Chief Executive Officer and Executive shall not (i) provide services for compensation (whether
in the form of cash or otherwise) to any entity or person other than the Company and its
affiliates, or (ii) engage in any other activities that conflict with his obligations to the
Company hereunder.



     4. Place of Performance. The principal place of employment of Executive shall be at
the Company’s headquarters and principal place of business in Dallas, Texas. It is further
understood and acknowledged by Executive that the performance of his duties will require Executive
to travel to the Company’s other locations outside the Dallas, Texas area.



     5. Compensation and Benefits.



     (a) Base Salary. The Company shall pay Executive a base salary (“Base
Salary”) at an annual rate of $525,000 per year. Executive’s Base Salary shall be reviewed
annually and from time to time may be adjusted upward in the reasonable good faith judgment of the
Board or



 









 




its compensation committee (the “Compensation Committee”). Executive’s Base Salary shall
be paid in approximately equal installments in accordance with the Company’s customary payroll
policies and practices in effect from time to time, but in no event less frequently than monthly.




     (b) Annual Bonus. For each full fiscal year during the Employment Period, Executive
shall be eligible to participate in the Company’s Annual Fiscal Year Bonus Plan, as in effect from
time to time (the “Annual Bonus Plan”). The Annual Bonus Plan of the Company in effect as
of the Effective Date, together with the targets for the payment of Executive annual bonus
(“Annual Bonus”) for the current fiscal year, is attached hereto as Exhibit A.



     (c) Expenses. The Company shall promptly reimburse Executive for all reasonable
business expenses upon reasonable substantiation and documentation in accordance with the Company’s
policies and procedures in effect from time to time.



     (d) Vacation. Executive shall be entitled to at least four weeks of paid vacation
each calendar year during the Employment Period, which vacation time shall accrue commencing on the
Effective Date at the rate of 13.33 hours per month.



     (e) Other Welfare, Pension and Incentive Benefit Plans. During the Employment Period,
Executive shall be entitled to participate in and to receive benefits as a senior executive officer
under all of the Company’s employee benefit plans, programs and arrangements available to senior
executive officers of the Company, subject to the eligibility criteria and other terms and
conditions thereof, as such plans, programs and arrangements may be duly amended, terminated,
approved or adopted by the Board or the Compensation Committee from time to time.



     (f) Equity Incentive Plan. The Compensation Committee has adopted a Long Term
Incentive Award Program under the Company’s existing Equity Incentive Plan. A copy of this program
is attached as Exhibit B to this Agreement. On the Effective Date, the Company will grant
to the Executive an award of (i) stock options to purchase 21,667 shares of the Company’s Common
Stock (at an exercise price equal to the fair market value of the Company’s Common Stock as of the
close of business on the Effective Date) and (ii) 13,000 restricted performance units.



     6. No Conflicts. Executive represents and warrants to the Company that (i) he is able
to enter into this Agreement, and his ability to enter into this Agreement and to fully perform his
duties of employment are not limited to or restricted by any agreements, understandings
instruments, orders, judgments or decrees to which Executive is a party or by which he is bound,
(ii) Executive is not a party to or bound by any employment agreement, non-compete agreement,
non-solicitation or confidentiality agreement with any other person or entity which would conflict
with his duties hereunder), and (iii) upon the execution and delivery of this Agreement by the
Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in
accordance with its terms.



     7. Termination. Executive’s employment hereunder may be terminated under the
following circumstances:



     (a) Death or Disability. Executive’s employment hereunder shall automatically
terminate upon his death or Disability (as defined below). As used herein, “Disability”
shall



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mean Executive’s inability to perform the essential duties, responsibilities and functions of his
position with the Company and its affiliates for a period aggregating 90 consecutive or 120 total
days in any 360 day period as a result of any mental or physical disability or incapacity even with
reasonable accommodations of such disability or incapacity provided by the Company or if providing
such accommodations would be unreasonable, all as determined by the Board in its reasonable good
faith judgment.




     (b) Cause. The Company shall have the right to terminate Executive’s employment
hereunder for Cause (as defined below), and such termination in and of itself shall not be, nor
shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, the Company
shall have “Cause” to terminate Executive’s employment upon Executive’s:




     (i) the commission of a felony or any other crime involving moral turpitude or
the commission of any other act or omission involving dishonesty, disloyalty or
fraud with respect to the Company or any of its affiliates;




     (ii) continued failure to perform and to discharge his duties and
responsibilities under this Agreement (other than due to Executive’s Disability)
after the Board has provided Executive with written notice of such failure;




     (iii) any act undertaken with the intent of aiding or abetting a competitor,
supplier or customer of the Company or any of its affiliates to the disadvantage or
detriment of the Company or any of its affiliates;




     (iv) gross negligence, bad faith or breach of fiduciary duty to the Company in
connection with Executive’s responsibilities as an employee under this Agreement;




     (v) any failure to cooperate with any investigation, audit or inquiry involving
the Company’s or any of its affiliates’ business or accounting practices;




     (vi) continued or repeated absence from the workplace, unless such absence is
in compliance with the Company’s policy or approved or excused by the Board or is
the result of Executive’s illness or Disability;




     (vii) continued abuse of alcohol or illegal drugs (whether or not at the
workplace), repeated public drunkenness or other repeated conduct causing the
Company or any of its affiliates substantial public disgrace or disrepute or
substantial economic harm; or




     (viii) any other material breach of any material written policy of the Company
which has a material and adverse effect on the Company.



     Cause shall not exist under Section 7(b) above (except with respect clause (i) of such
section) unless and until (A) the Board shall have given the Executive notice setting forth with
specificity (1) the conduct deemed to constitute “Cause,” (2) reasonable action that would remedy
the objectionable conduct, if susceptible to remediation, and, (3) if susceptible to remediation, a
reasonable time period (to be not less than 15 calendar days) within which



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Executive may take such remedial action, and, (B) if susceptible to remediation, Executive
shall not have taken such specified remedial action within such specified time period. Executive
shall also have an opportunity to be heard before the Board regarding these matters. For the
avoidance of doubt, Executive’s continued employment shall not constitute consent to, or a waiver
of rights with respect to, any event or condition constituting Cause.




     (c) Good Reason. Executive may terminate his employment hereunder for “Good
Reason” any time within 90 days after such time as Executive has actual knowledge of the
occurrence, without the written consent of Executive, of one or more of the following events:




     (i) any material change in the duties or responsibilities (including reporting
responsibilities) of Executive that is inconsistent in any adverse respect with
Executive’s positions, duties, responsibilities or status with the Company
immediately prior to such change (including any material diminution of such duties
or responsibilities);




     (ii) any other material breach of a material provision of this Agreement by the
Company; or




     (iii) the Company’s requiring Executive to be based at a location in excess of
20 miles from the Company’s initial headquarters and principal place of business in
Dallas, Texas (as determined pursuant to Section 4), except for required
travel on the Company’s business to an extent substantially consistent with
Executive’s business obligations.


“Good Reason” shall not be deemed to exist hereunder unless Executive shall have provided the Board
with written notice of the event purporting to constitute Good Reason within 60 days of its
occurrence and the Company shall have failed to cure such event within 30 days thereafter.




     (d) Without Cause. The Company shall have the right to terminate Executive’s
employment hereunder without Cause by providing Executive with a Notice of Termination, which
Notice of Termination shall specify the Date of Termination, and such termination shall not in and
of itself be, nor shall it be deemed to be, a breach of this Agreement.



     8. Termination Procedure.



     (a) Notice of Termination. Any termination of Executive’s employment by the Company
or by Executive hereunder during the Employment Period shall be communicated by written Notice of
Termination to Executive or the Company, as applicable. For purposes of this Agreement, a
“Notice of Termination” shall mean a notice which shall indicate the specific termination
provision in this Agreement relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of Executive’s employment under the
provision so indicated.



     (b) Date of Termination. For purposes of this Agreement, “Date of
Termination” shall mean (i) if Executive’s employment hereunder is terminated pursuant to
Section 7(a), the date of his death or Disability, (ii) if Executive’s employment hereunder
is terminated pursuant to Section 7(b), the date on which a Notice of Termination is given,
and (iii) if Executive’s



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employment hereunder is terminated for any other reason, the date on which a Notice of Termination
is given or any later date (within 30 days after the giving of such notice) set forth in such
Notice of Termination.




     9. Compensation Upon Termination. In the event Executive’s employment hereunder
terminates, the Company shall provide Executive with the payments and benefits set forth below.



     (a) Death or Disability. If, during the Employment Period, Executive’s employment
hereunder shall terminate on account of death or Disability, then the Company shall pay to
Executive or his estate or beneficiaries:




     (i) Executive’s Annual Base Salary through the Date of Termination and, at the
time it would otherwise be due to be paid, any Annual Bonus for any fiscal year of
the Company that has ended prior to the year in which such termination occurs
(“Prior Year’s Bonus”) to the extent not theretofore paid;




     (ii) if Executive dies and Executive’s Date of Termination occurs at any time
after six months have elapsed of the then current fiscal year, then an amount equal
to the product of (A) the Annual Bonus that would have been paid to Executive for
such fiscal year, and (B) a fraction, the numerator of which is the number of days
in the fiscal year in which the Date of Termination occurs through the Date of
Termination and the denominator of which is 365, to the extent not theretofore paid,
at such time as the Annual Bonus for such fiscal year would have been paid in the
ordinary course; and




     (iii) to the extent not theretofore paid or provided, the Company shall
promptly pay or provide, as applicable, to Executive or his estate or beneficiaries
(A) a cash lump sum amount equal to the product of (1) Executive’s Annual Base
Salary and (2) a fraction, the numerator of which is the number of Executive’s
accrued but unused vacation days as of the Date of Termination and the denominator
of which is 365 (the “Accrued Vacation Amount”) and (B) any other amounts
(including any unreimbursed business expenses) or benefits required to be paid or
provided or which Executive is eligible to receive under any plan, program, policy
or practice or contract or agreement of the Company or its affiliates through the
Date of Termination (the Accrued Vacation Amount, together with such other amounts
and benefits, collectively, the “Other Benefits”).



     (b) Termination By Company With Cause. If Executive’s employment is terminated by the
Company for Cause, then:




     (i) the Company shall pay in a lump sum to Executive his earned or accrued, but
unpaid, Base Salary;




     (ii) to the extent not theretofore paid, the Company shall pay to Executive the
Prior Year’s Bonus, at the time it would otherwise be due to be paid;



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     (iii) to the extent not theretofore paid or provided, the Company shall
promptly pay or provide, as applicable, to Executive the Other Benefits; and




     (iv) this Agreement shall terminate without further obligations to Executive
other than the obligation to pay or provide, as applicable, to Executive the amounts
and benefits provided in clauses (i), (ii) and (iii) above.



     (c) Termination By Company Other than for Cause, Death or Disability or By Executive for
Good Reason. If, during the Employment Period, Executive’s employment hereunder is terminated
by Executive for Good Reason or by the Company other than for Cause or on account of death of
Executive or Disability, then:




     (i) the Company shall pay in a lump sum to Executive his earned or accrued, but
unpaid, Base Salary;




     (ii) to the extent not theretofore paid, the Company shall pay to Executive the
Prior Year’s Bonus, at the time it would otherwise be due to be paid;




     (iii) to the extent not theretofore paid or provided, the Company shall
promptly pay or provide, as applicable, to Executive the Other Benefits; and




     (iv) subject to continued compliance by Executive with the covenants set forth
in this Agreement, the Company shall pay or provide, as applicable, to Executive:




     (A) continued coverage through the Severance Period (as defined below)
under any Company health plans that are provided or made available by the
Company generally to senior executive officers of the Company; and




     (B) the amount equal to the average of the Executive’s Base Salary and
annual bonus paid during the 12 month period preceding Executive’s Date of
Termination, such amount to be paid in equal monthly installments over the
12 month period following the effective date of the release contemplated by
Section 9(d) (the “Severance Period”) in regular equal
installments in accordance with the Company’s general payroll practices (as
in effect at the Date of Termination).



     (d) Release. The severance payments to be provided by the Company pursuant to
Section 9(c) shall (i) be in lieu of any other payments by the Company to Executive
hereunder and (ii) be subject to Executive’s execution (other than in the case of Executive’s
death) of a release agreement mutually acceptable to the Executive and the Company. Such release
shall be executed and delivered (and no longer subject to revocation, if applicable) within 60 days
following the Date of Termination. Executive hereby agrees that no severance compensation of any
kind, nature or amount shall be payable to Executive except as expressly set forth in this
Section 9 and except for such payments, Executive hereby irrevocably waives any claim for



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severance compensation. Nothing contained herein shall constitute a waiver to any amounts payable
to Executive under any equity incentive or employee benefit plan of the Company.




     10. Obligations of Executive and the Company.



     (a) Non-Disparagement. At all times following the Effective Date, neither party
hereto nor any of such parties’ respective controlled affiliates shall make or solicit or encourage
others to make or solicit directly or indirectly any derogatory or negative statement or
communication about the other party and, in the case of Executive, any of the Company’s affiliates
or any of the Company’s and such affiliates’ respective businesses, products, services or
activities; provided, however, that such restriction shall not prohibit truthful
testimony compelled by valid legal process. Notwithstanding anything herein to the contrary,
nothing in this Section 10(a) shall prevent any party hereto from exercising such party’s
authority or enforcing such party’s rights or remedies hereunder or that such party may otherwise
be entitled to enforce or assert under any other agreement or applicable law, or limit such rights
or remedies in any way.



     (b) Confidential Information. Executive acknowledges and agrees that, as a result of
his employment with the Company he may develop, obtain, or learn about (or may have developed,
obtained or learned about) Confidential Information, and the success of the Company and its
affiliates depends upon the use and protection of such information. For purposes of this
Agreement, “Confidential Information” means any proprietary information, trade secrets,
inventions (whether or not patentable or reduced to practice) and all other intellectual property
and confidential or proprietary information in any form or medium (whether merely remembered or
embodied in a tangible or intangible form or medium) whether now or hereafter existing, relating to
or arising from the past, current or potential business, activities and/or operations of the
Company or any of its affiliates. Notwithstanding the foregoing, “Confidential
Information” shall not include such portions of any information that (A) are or become
generally known to and available for use by the public other than as a result of any act or
omission by Executive or otherwise as a result of Executive’s breach of any provision of this
Agreement or (B) are or become known to Executive on a non-confidential basis other than (1) in
connection with Executive’s employment with the Company and its affiliates or (2) in Executive’s
capacity as a member of the Board or as an officer, director or person acting in a similar capacity
of any affiliate of the Company. Accordingly, Executive will execute and agree to be bound by the
Company’s standard Non-Disclosure and Non-Solicitation Agreement in the form of Exhibit C
hereto.



     11. Enforcement.



     (a) Reliance on Covenants. Executive acknowledges that the provisions of
Section 10 are in consideration of his employment with the Company and its subsidiaries.
Executive acknowledges and agrees that the Company entered into this Agreement in reliance on the
provisions of Section 10, and the enforcement of the provision of Section 10 is
necessary to ensure the preservation, protection and continuity of the business, trade secrets and
other Confidential Information and goodwill of the Company and its affiliates to the extent and for
the periods of time expressly agreed to herein. Executive acknowledges that he has carefully read
this Agreement and has given careful consideration to the restraints imposed upon Executive by



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this Agreement, and is in full accord as to their necessity for the reasonable and proper
protection of confidential and proprietary information of the Company and its affiliates now
existing or to be developed in the future. Executive expressly acknowledges and agrees that each
and every restraint imposed by this Agreement is reasonable with respect to subject matter, time
period and geographical area.




     (b) Enforcement of Covenants. Notwithstanding any provision to the contrary herein,
the Company may pursue, at its discretion, enforcement of Section 10 in any court of
competent jurisdiction (each, a “Court”).



     (c) Interpretation. Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be invalid, illegal or unenforceable in any respect under any
applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will
not affect any other provision or any other jurisdiction, but this Agreement will be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision
had never been contained herein. More specifically, if any Court determines that any of the
covenants set forth in Section 10 are overbroad under applicable law in time, geographical
scope or otherwise, the parties to this Agreement specifically agree and authorize such Court to
rewrite this Agreement to reflect the maximum time, geographical and/or other restrictions
permitted under applicable law to be reasonable and enforceable.



     (d) Irreparable Harm. Because Executive’s services are unique and because Executive
will have intimate knowledge of and access to Confidential Information, the parties hereto agree
that money damages would not be an adequate remedy for any breach of Section 10, and any
breach of the terms of Section 10 would result in irreparable injury and damage to the
Company and its Subsidiaries for which the Company and its Subsidiaries would have no adequate
remedy at law. Therefore, in the event of a breach or threatened breach of Section 10, the
Company and its Subsidiaries and their respective successors and assigns, in addition to any other
rights and remedies existing in their favor at law or in equity, shall be entitled to specific
performance and/or immediate injunctive or other equitable relief from a Court in order to enforce,
or prevent any violations of, the provisions hereof (without posting a bond or other security),
without having to prove damages. The terms of this Section 11 shall not prevent the
Company from pursuing any other available remedies for any breach or threatened breach of this
Agreement, including the recovery of damages from Executive.



     12. Mitigation. Executive shall not be required to mitigate amounts payable under
this Agreement by seeking other employment or otherwise.



     13. 280G Gross-Up. Anything in this Agreement to the contrary notwithstanding except
the following sentence, in the event it shall be determined that any payment or distribution in the
nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit
of Executive, whether paid or payable pursuant to this Agreement (including the accelerated vesting
of equity awards held by Executive) or otherwise (the “Total Payments”), would be subject
to the excise tax imposed by Section 4999 of the Code, then Executive shall be entitled to receive
an additional payment (the “Gross-Up Payment”) in an amount such that, after payment by
Executive of all taxes (and any interest or penalties imposed



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with respect to such taxes), including, without limitation, any income taxes (and any interest and
penalties imposed with respect thereto) and excise tax imposed upon the Gross-Up Payment, Executive
retains an amount of the Gross-Up Payment equal to the excise tax imposed upon the payments. If
(a) persons holding at least seventy-five percent (75%) of the voting power of the Company request
Executive to waive his rights to any payments that would give rise to the imposition of the excise
tax under Section 4999 of the Code in order to subject them to the equityholder vote required by
Section 280G and applicable Treasury Regulations thereunder, and (b) Executive refuses to waive his
entitlement as requested, then Executive shall be entitled to an amount equal to one-half of the
Gross-Up Payment. Notwithstanding anything to the contrary in this Section 13, in the
event that it would be economically advantageous for Executive, the Total Payments shall be reduced
by an amount that results in the receipt by Executive on an after-tax basis (including the
applicable federal, state and local income taxes, and the excise tax imposed by Section 4999 of the
Code) of the greatest Total Payments, notwithstanding that all or some of the portion of the Total
Payments may be subject to the excise tax.




     14. Successors; Binding Agreement.



     (a) Company’s Successors. No rights or obligations of the Company under this
Agreement may be assigned or transferred except that the Company may assign this Agreement to any
successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company if such successor expressly assumes
and agrees to perform this Agreement in the same manner and to the same extent that the Company
would be required to perform it if no such succession had taken place. As used in this Agreement,
“Company” shall mean the Company as herein before defined and any successor to its business
and/or assets (by merger, purchase or otherwise) which executes and delivers the agreement provided
for in this Section 14(a) or which otherwise becomes bound by all of the terms and
conditions of this Agreement by operation of law.



     (b) Executive’s Successors. No rights or obligations of Executive under this
Agreement may be assigned or transferred by Executive other than his rights to payments or benefits
hereunder, which may be transferred only by will or the laws of descent and distribution. Upon
Executive’s death, this Agreement and all rights of Executive hereunder shall inure to the benefit
of and be enforceable by Executive’s beneficiary or beneficiaries, personal or legal
representatives, or estate, to the extent any such person succeeds to Executive’s interests under
this Agreement. Executive shall be entitled to select and change a beneficiary or beneficiaries to
receive any benefit or compensation payable hereunder following Executive’s death by giving the
Company written notice thereof. In the event of Executive’s death or a judicial determination of
his incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to
refer to his beneficiary(ies), his estate or his other legal representative(s). If Executive
should die following his Date of Termination while any amounts would still be payable to him
hereunder if he had continued to live, all such amounts unless otherwise provided herein shall be
paid in accordance with the terms of this Agreement to such person or persons so appointed in
writing by Executive, or otherwise to his legal representatives or estate.



     15. Notice. For the purposes of this Agreement, notices, demands and all other
communications provided for in this Agreement shall be in writing and shall be deemed to have been
duly given when served by facsimile or delivered either personally or by United States



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certified or registered mail, return receipt requested, postage prepaid, addressed to the Company
at its principal executive offices and/or to the Executive at his address set forth on the payroll
records of the Company, or to such other address as any party may have furnished to the others in
writing in accordance herewith, except that notices of change of address shall be effective only
upon receipt.




     16. Waiver; Amendment. No provisions of this Agreement may be amended, modified, or
waived unless such amendment or modification is agreed to in writing signed by Executive and by a
duly authorized officer of the Company, other than Executive, with the consent of the Board, and
such waiver is set forth in writing and signed by the party to be charged. No waiver by any party
hereto at any time of any breach by any other party hereto of any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time. .



     17. Choice of Law. All questions and disputes regarding this Agreement, including
questions and disputes concerning the construction, validity and interpretation of this Agreement,
shall be governed by and construed in accordance with the domestic laws of the State of Texas,
without giving effect to any choice of law or conflict of law provision (whether of the State of
Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of Texas. In furtherance of the foregoing, the internal law of the State of
Texas shall control the interpretation and construction of this Agreement, even though under that
jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other
jurisdiction would ordinarily apply.



     18. Validity; Interpretation. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement or any action in any other jurisdiction, but
this Agreement shall be reformed, construed and enforced in such jurisdiction (in accordance, if
applicable, with Section 11). The language 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 regardless of who may be responsible for any particular language in this Agreement.



     19. Counterparts. This Agreement may be executed in one or more counterparts,
including by facsimile or other electronic transmission, each of which shall be deemed to be an
original but all of which together will constitute one and the same instrument.



     20. Entire Agreement. Except as otherwise expressly provided herein, this Agreement
(together with the exhibits attached hereto) set forth the entire agreement of the parties hereto
in respect of the subject matter contained herein and supersede all prior agreements, promises,
covenants, arrangements, communications, representations or warranties, whether oral or written, by
any officer, employee or representative of any party hereto in respect of such subject matter.



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     21. Withholding. The Company and its subsidiaries shall be entitled to deduct or
withhold from any amounts owing from the Company or any of its subsidiaries to Executive under any
written agreement or other arrangement between the Company or any of its affiliates, on the one
hand, and Executive and any of his affiliates, on the other hand, any United States federal, state
or local or non-United States withholding taxes, excise taxes or employment taxes (collectively,
“Taxes”) imposed with respect to Executive’s compensation or other payments from the
Employer or any of its subsidiaries under this Agreement (including wages and bonuses, if any). In
the event that the Company or any of its subsidiaries incorrectly makes or fails to make such
deductions or withholdings, then Executive shall, within thirty (30) calendar days, reimburse the
Company and its subsidiaries for any amounts paid with respect to any such Taxes. If the Company
or any of its subsidiaries withholds an amount with respect to Taxes that exceeds the Taxes
actually imposed, then the Company or such subsidiary, as applicable, shall, as promptly as
practicable, reimburse Executive for any such excess.



     22. Enforcement. In the event any party resorts to a lawsuit or initiation of
arbitration to enforce this Agreement, the prevailing party shall be entitled to recover the
reasonable costs of pursuing a lawsuit or arbitration, including court costs and reasonable
attorney’s fees.



     23. Advice of Counsel. Executive acknowledges that he has been advised to seek
independent legal counsel for advice regarding the effect of the terms and provisions hereof, and
has obtained such advice of independent legal counsel.



     24. Executive’s Cooperation. During the Employment Period and thereafter, Executive
shall, at reasonable times and with due regard for his other obligations, cooperate with the
Company and its affiliates in any internal investigation, any administrative, regulatory or
judicial proceeding or any dispute with a third Person as reasonably requested by the Company or
any of its subsidiaries or affiliates (including Executive being available to the Company and its
affiliates upon reasonable notice for interviews and factual investigations, appearing at the
Company’s or any of its affiliates’ request to give testimony without requiring service of a
subpoena or other legal process, volunteering to the Company and its affiliates all pertinent
information and turning over to the Company and its affiliates all relevant documents which are or
may come into Executive’s possession, all at times and on schedules that are reasonably consistent
with Executive’s other permitted activities and commitments).



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     IN WITNESS WHEREOF, Executive has hereunto set Executive’s hand and, pursuant to the
authorization from its board of directors, the Company has caused these presents to be executed in
its name on its behalf, all as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	/s/ James L. Welch	 	 
	 	 	 	 	 
	 	 	JAMES L. WELCH	 	 
	 
	 	 	 	 	 	 
	 	 	DYNAMEX INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard K. McClelland	 	 
	 

	 	Name:
	 	 

RICHARD K. MCCLELLAND
	 	 
	 

	 	Title:
	 	Chairman of the Board, Chief Executive
Officer, President and Director	 	 







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