Employment Agreement by and between the Registrant and David A. Crittenden



 Exhibit 10.3 

EMPLOYMENT AGREEMENT 

This Agreement (“Agreement”) is entered into as of September 3, 2010, by and between LINC Logistics Company (LINC) and
David A. Crittenden (“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), LINC hereby employs EMPLOYEE in the position of “Chief Financial Officer,” with such duties and responsibilities as are commensurate with such office and
may from time-to-time be assigned to EMPLOYEE by LINC’s Board of Directors. 
 EMPLOYEE hereby accepts such employment as a
full time employee, and while employed, shall devote his full business time, skills, energy and attention to the business of LINC, shall perform his duties in a diligent, loyal, businesslike and efficient manner, all for the sole purpose of
enhancing the business of LINC, and in a manner consistent with all LINC policies, resolutions and directives from time to time stated or made by the Board of Directors. 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 LINC and its subsidiaries, and as are normally expected of persons appointed to LINC executive positions in the business in which LINC and its
subsidiaries are engaged. 
  

	1.	Compensation for Services 


LINC shall pay to EMPLOYEE annual base salary of $250,000.00 as their Chief Financial Officer. 

Base Salary shall be payable in equal installments pursuant to LINC’s payroll system in effect from time to time, less all
applicable taxes required to be withheld by LINC pursuant to federal, state or local law. 
 LINC may also pay to EMPLOYEE a
bonus or other incentive compensation as approved by the board of Directors or Compensation and Stock Option Committee of LINC from time to time. You will be reviewed annually for changes in base compensation and bonuses. Where employee is covered
by any other specific plans adopted by the company (i.e. stock options, restricted stock grants, etc.) the terms of such plans shall govern such plans in the case of any contradiction between the terms of such plans and this agreement. 








	2.	Benefits 

 EMPLOYEE shall
be entitled to fringe benefits provided by LINC for its employees in the normal course of business and such other benefits as approved by the Board of Directors. 
  

	3.	Business Expenses 

 LINC
shall reimburse EMPLOYEE for all reasonable and necessary business expenses incurred by him in the performance of his duties hereunder with respect to travel, entertainment and other business expenses, subject to LINC’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
LINC’s Proprietary Information (as defined below) or any of LINC’s Records (as defined below) except as such disclosure may be required in connection with EMPLOYEE’s work for LINC and as expressly authorized by LINC’s Board of
Directors 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 LINC 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 the EMPLOYEE through this Agreement, his employment with LINC and the operation of the business of LINC is deemed important, material or confidential, and gravely affects the effective and successful
conduct of the business of LINC and LINC’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 LINC; and that any breach
of the terms of this Paragraph 4 shall be deemed a material breach of this Agreement. 
  

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 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 LINC. Moreover, EMPLOYEE hereby assigns to LINC 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 LINC or at any other time requested by LINC, EMPLOYEE shall immediately return to
LINC 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”). 

 

	5.	Covenant Not To Compete 


a. As a material part of the consideration for this Agreement, EMPLOYEE agrees to the following covenants not to compete with LINC, and
with all of its affiliated companies listed in Exhibit A to this Agreement (“Affiliated Companies”) during his employment and for a twelve (12) month period following the termination of EMPLOYEE’s employment with LINC for any
reason. EMPLOYEE agrees not to work for any logistics company or contact customer for a period of twelve (12) month. This restriction shall apply to all LINC Customers and Customers of Affiliated Companies. EMPLOYEE further agrees not to
solicit, retain, employ or accept business from any LINC employees, agents or owner operators, or the employees, agents or owner operators of any Affiliated Companies for a period of twelve (12) months. 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 LINC 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. 
  

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	6.	No Interference With Employment Relationships 


EMPLOYEE agrees that he will not, either before or after termination of his employment with LINC, encourage, solicit or otherwise attempt
to persuade any other employee of LINC to leave the employment of LINC, regardless of the fact EMPLOYEE recruited said individuals to LINC and knew them from past relationships. In the event EMPLOYEE hires an employee of LINC, LINC 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. 
  

	7.	Equitable Relief And Remedies At Law 


EMPLOYEE acknowledges that LINC 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 LINC might have at law would be
inadequate by itself. 
  

	8.	Termination of Agreement 


a. Without limitation of any other remedy available to LINC, whether in law or in equity, EMPLOYEE’s employment relationship shall
terminate immediately without any further liability of LINC to EMPLOYEE, upon written notice from LINC to EMPLOYEE, for just cause: conviction of a crime, moral turpitude, gross negligence in the performance of duties, intentional failure to perform
duties, insubordination or dishonesty. In the event of EMPLOYEE’s termination pursuant to this Section 8(a), LINC shall have no obligation to pay Base Salary, Outstanding Bonuses and benefits beyond last day worked. 

b. EMPLOYEE’s employment relationship shall terminate immediately upon death of EMPLOYEE. In the event of termination by
EMPLOYEE’s death, his estate shall be entitled to receive Base Salary, benefits and earned but unpaid bonuses/grants through the date of his death as they become due in the normal course of business. 

c. EMPLOYEE agrees to submit to a medical examination at any time at LINC’s request and expense. The medical examination will be
related to EMPLOYEE’s job and consistent with the business necessity of LINC. This Agreement may be terminated by LINC immediately upon written notice to EMPLOYEE if the examination reveals that EMPLOYEE is unable to perform the essential
functions of EMPLOYEE’S job 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 EMPLOYEE’s job even with
a reasonable accommodation. Upon such termination due to medical disability, EMPLOYEE shall be entitled to receive Base Salary, benefits and earned but unpaid bonuses/grants through the date of termination as they become due in the normal course of
business. 
  

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 d. Upon the determination by LINC’s Board of Directors that the best interests of LINC
would be served, LINC 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 benefits for a period of twelve (12) months following such termination. Any deferred bonus due payment in the calendar year of the termination will be paid out. These
payments shall not constitute employment for purpose of Section 5. 
 e. Upon 90 days prior written notice to LINC at any
time, EMPLOYEE shall have the right to terminate his employment relationship with LINC at his option. Upon receipt of such notice LINC 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(e), EMPLOYEE shall be entitled to receive Base Salary and benefits only through the 90 day period following EMPLOYEE’s notice of termination. The time period on the covenant
not to compete shall commence at the end of the 90 day period, and EMPLOYEE shall also be bound by the covenant not to compete during the 90 day period he is receiving Base Salary and benefits. EMPLOYEE shall be liable for all costs and expenses
incurred by LINC for the failure to give 90 day notice. 
 f. Upon termination of this Agreement by LINC EMPLOYEE shall, without
a claim for compensation, provide LINC with written resignations from any and all offices held by him in or at the request of LINC, and in the event of his failure to do so, LINC is hereby irrevocably authorized to be, or designated as
EMPLOYEE’s attorney in fact, to act in his name and in his behalf to execute such resignations. 
  

	9.	Exclusive Consulting Contract 


Upon termination of EMPLOYEE’s employment with LINC for any reason whatsoever, LINC shall have the right at its option, to retain
EMPLOYEE as an independent consultant under an exclusive consulting contract, for the performance by EMPLOYEE of such duties as may be reasonably assigned by LINC consistent with the position of an independent consultant. The specific terms
regarding the actual services to be performed, length of service, restrictions on competition and other contractual terms not set forth in this paragraph, shall be mutually agreeable to EMPLOYEE and LINC. Services as an independent contractor shall
not constitute employment for purposes of Section 5. 
  

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	10.	No Restriction on Performance of Services Contemplated by Agreement 


EMPLOYEE represents and warrants to LINC that: (i) he is under no contractual or other restriction which would give a third party a
legal right to assert that he would not be legally permitted to perform the services contemplated by this Agreement; and (ii) by entering into this Agreement he has not breached, and by performing the services contemplated by this Agreement, he
would not breach, any Agreement or duty relating to proprietary information of another person or entity. 
  

	11.	Confidentiality of Agreement 


EMPLOYEE shall not disclose any of the terms of this Agreement to any person with the exception of his spouse or attorneys or as required
by law, provided the spouse or attorneys agree to be bound by this Section. 
  

	12.	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. 
  

	13.	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. 
  

	14.	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 15. 
  

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	15.	Assignment 

 LINC 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 LINC by merger, consolidation, dissolution, liquidation,
combination, sale or transfer of assets or stock or otherwise. EMPLOYEE shall not be entitled to assign his rights or delegate his responsibilities under this Agreement to any person. 

 

	16.	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 LINC through date
of death, deferred executive bonus payouts as they become due and reimbursement for any business expenses previously incurred by EMPLOYEE for which he would have been entitled to reimbursement hereunder. 

 

	17.	Amendment 

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

	18.	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, 6 and 11 shall survive the termination of this Agreement for any reason for the maximum period permitted by law. 
  

	19.	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 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. The parties specifically agree,
however, that either of these courts has personal jurisdiction and venue. 
  

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	19.	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:	  	Matthew Moroun
		  	12225 Stephens Road
		  	Warren, MI 48089
		
	EMPLOYEE:	  	David A. Crittenden
		  	11355 Stephens Road
		  	Warren, MI 48089

  

	20.	Paragraph Headings 

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

 

	21.	Non-Waiver. 

 No covenant
or condition of this Agreement may be waived except by the written consent of LINC Board of Directors. Forbearance or indulgence by LINC 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, LINC shall be entitled to invoke any remedy available to LINC under this Agreement or by law or in equity, despite said forbearance or
indulgence. 
  

	22.	Construction 

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

 

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 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. 
  

											
		 		 		 	LINC Logistics Company
						
	/s/ Peter J. Dwyer Jr.	 	09/07/2010	 		 	By: 	 	/s/ Matthew Moroun	 	09/07/2010
	 [Witness]
	 		 		 		 		 	
		 		 		 	Its:	 	Chairman	 	
						
	/s/ Amy Tomaszek	 		 		 		 	/s/ David A. Crittenden	 	
	 [Witness]
	 		 		 		 	 EMPLOYEE
	 	

  

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 EXHIBIT A 

 

	1.	Central Transport, LLC. 

  

	2.	Central Transport Michigan, LLC. 

  

	3.	LINC Logistics Company. 

  

	4.	P.A.M. Transportation Services, Inc. 

  

	5.	Universal Truckload Services, Inc. 

  

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


 

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