exv10w12






Exhibit 10.12




Execution Version




EMPLOYMENT AGREEMENT



          This is an EMPLOYMENT AGREEMENT (“Agreement”), dated this 10th day of August, 2010,
between New Century Transportation, Inc., a New Jersey corporation (together with its successors
and assigns, the “Company”), and Harry J. Muhlschlegel (“Employee”). This Agreement shall become
effective on the date on which a registration statement filed by the Company pursuant to the
Securities Act of 1933, as amended, for the issuance and sale of shares of the Company’s common
stock to the public is declared effective by the Securities and Exchange Commission, other than a
registration statement on Form S-4 or Form S-8 (the “Effective Date”). This Agreement shall be
null and void ab initio in the event that such a registration statement is not declared effective
by the Securities and Exchange Commission on or prior to December 31, 2010.



BACKGROUND



          WHEREAS, the Company and Employee are party to an employment agreement, dated as of June 23,
2006 (the “Old Agreement”); and


          WHEREAS, the Company and Employee desire to enter into this Agreement to replace and supersede
the Old Agreement in its entirety.


          NOW, THEREFORE, intending to be legally bound, and in consideration of the mutual promises and
representations set forth in this Agreement, the Company and Employee agree as follows:



ARTICLE I- EMPLOYMENT AND TERM




     1.1. Employment Term. The Company agrees to employ Employee, and Employee accepts employment
with the Company, to serve as Chief Executive Officer of the Company, for a term commencing on the
Effective Date and continuing until December 31, 2012 (“Employment Term”), unless earlier
terminated pursuant to Article IV of this Agreement; provided, however, that the Employment Term
shall automatically renew for successive one-year terms beginning on January 1, 2013 and each
anniversary thereof unless either party provides to the other party written notice of its or his
intention to not renew the Employment Term at least 120 days prior to the next date on which the
Employment Term would otherwise renew; provided further, however, that if the Company provides
Employee with a notice of non-renewal, the Company shall state in such notice whether it desires
for Employee to continue in the employ of the Company on an at-will basis following the expiration
of the Employment Term.



     1.2. Employment Duties. During the Employment Term, Employee will report to the Company’s
Board of Directors (the “Board”) and shall render such services to the Company as are consistent
with his position and title and such other additional services as may be reasonably requested by
the Board. During the Employment Term, Employee shall devote his full time, ability and attention,
and his reasonable best efforts, to the business of the Company. During the Employment Term,
Employee shall not directly or indirectly render any services of a business, commercial, or
professional nature to any other person, organization or other entity, whether for compensation or
otherwise, directly or indirectly, without the prior written consent of the Board. Notwithstanding
the foregoing, the Company acknowledges that Employee’s continued activities related to investing
in commercial real estate shall not cause a violation of this Section 1.2 to the extent such
activities require an immaterial time commitment and provided further that they do not interfere
with Employee fulfilling his obligations to the Company hereunder.



 









 





ARTICLE II- COMPENSATION




     2.1. Base Salary. As compensation for services hereunder and in consideration of the
protective covenants set forth in Article III of this Agreement, during the Employment Term,
Employee shall be paid an annual base salary of $367,744, subject to increase at the discretion of
the Board (in addition to the automatic increase described herein), payable in accordance with the
Company’s normal payroll practices; provided, however, that from the Effective Date through
December 31, 2010, Employee’s annual rate of base salary shall be $330,969.60. During the
Employment Term, Employee’s base salary shall be increased at least annually in an amount that is
not less than the increase in the Consumer Price Index for the region covering New Jersey as
reported by the Bureau of Labor Statistics of the U.S. Department of Labor for the relevant time
period. Notwithstanding anything contained herein to the contrary, Employee’s base salary may be
reduced by the Board without the consent of Employee in connection with an across the board salary
reduction applicable to all employees of the Company whose position is at the (i) “Director” level
and above, provided that such reduction does not exceed 5% of Employee’s base salary as in effect
immediately prior to such reduction or (ii) “Managerial” level and above, provided that such
reduction does not exceed 10% of Employee’s base salary as in effect immediately prior to such
reduction and, in any case, provided that such reduction is at a percentage no greater than the
percentage applicable to any such other employee. Any such base salary reduction may not be
imposed more than one time during any three year period (measured from the end of the most recent
base salary reduction). Following the end of any such base salary reduction, Employee’s rate of
base salary shall be increased to the rate in effect immediately prior to such reduction.
Employee’s base salary, as it may be in effect from time to time, is referred to herein as “Base
Salary.”



     2.2. Bonus Award. During the Employment Term, Employee shall be eligible to earn an annual
bonus in the sole discretion of the Board (after considering recommendations from the Compensation
Committee of the Board) based on (i) individual performance, (ii) the Company’s (a) total revenue,
(b) earnings before interest, taxes, depreciation and amortization (with such adjustments as the
Board determines to be appropriate), (c) earnings per share, (d) operating ratio or (e) return on
invested capital and/or (iii) such other measures as determined by the Board in its sole discretion
(the “Bonus”). Employee’s target Bonus opportunity shall be 40% of Base Salary. Any Bonus awarded
to Employee shall be paid by no later than March 15th of the year following the year in
which such Bonus was earned.



     2.3. Employee Benefits. During the Employment Term, Employee shall be eligible to participate
in the Company’s employee benefit plans (in accordance with the terms thereof) that are generally
available to senior executives of the Company, as may be in effect from time to time.



     2.4. Car Allowance. During the Employment Term, the Company shall pay Employee a car
allowance of $1,750 per month in accordance with its generally applicable policies (as may be in
effect from time to time).



     2.5. Reimbursement of Expenses. The Company shall pay or reimburse Employee for all reasonable
travel, business, entertainment and other out-of-pocket expenses incurred or paid by him during the
Employment Term in connection with the performance of duties under this Agreement, in accordance
with the Company’s reimbursement policies (as may be in effect from time to time) and upon
submission of reasonably satisfactory evidence thereof.



 









 





 ARTICLE III- PROTECTIVE COVENANTS




     3.1. Non-Competition.


          a. Term of Restrictive Covenants. The term of the restrictive covenants in this Section 3.1
(the “Non-Compete Term”) shall commence on the Effective Date and shall terminate on (i) the second
anniversary of a termination of Employee’s employment that is (A) by the Company for Cause (as
hereinafter defined) or (B) by Employee other than a Justifiable Resignation (as hereinafter
defined) or (ii) subject to Section 3.1(c), the second anniversary of a termination of Employee’s
employment that is (A) by the Company without Cause or due to Disability (as hereinafter defined),
(B) by Employee due to a Justifiable Resignation or (C) in connection with, or following, the
expiration of the Employment Term without extension under Section 1.1.


          b. Non-Competition. During the Non-Compete Term, Employee shall not, unless acting as an
officer or employee of, or consultant to, the Company directly or indirectly, (i) own, manage,
operate, join, control or participate in the ownership, management, operation or control of, or be
connected as an officer, director, employee, stockholder, partner, advisor, consultant or otherwise
with, or provide any financing or lease any assets to, any entity that engages in or intends to
engage in any Competing Business (as hereinafter defined), or (ii) solicit, employ, retain as a
consultant, interfere with or attempt to entice away from the Company or its Affiliates (as
hereinafter defined), any Protected Employee (as hereinafter defined), or (iii) solicit, interfere
with or attempt to entice away from the Company or its Affiliates, any Person (as hereinafter
defined), firm or corporation which has been or is during the two-year period preceding the date on
which such determination is made a customer of the Company or any of its Affiliates. Ownership of
not more than 2% of the outstanding stock of any publicly traded company shall not be a violation
of this Section 3.1 so long as Employee does not participate in the management of such company.
Notwithstanding anything in this Section 3.1(b) to the contrary, the leasing of any currently owned
real property in New Jersey by the Employee or his Affiliates to any trucking company or similar
business in the event that such property is not leased, after it has been offered on the same
terms, to the Company, shall not be deemed to violate this Section 3.1(b).



     As used herein, “Affiliate” means, as to any Person, any Person directly or indirectly,
through one or more intermediaries, controlling, controlled by, or under common control with such
Person; provided, the term “control,” as used in this definition, shall mean with respect to any
Person, the possession, directly or indirectly, of the power to direct or cause the direction of
the management or policies of the controlled entity (whether through ownership of voting
securities, by contract or otherwise); “Competing Business” shall mean (i) any business or other
enterprise which engages in the regional, interregional, national or dedicated truckload or
less-than-truckload service in North America or (ii) a similar line of business or business
activities (which for purposes of Section 3.1(b) shall not include businesses primarily involved in
the repair and/or servicing of automobiles, trucks and other motor vehicles); “Person” means an
individual, a partnership, a corporation, an association, a joint stock company, a limited
liability company, a trust, a joint venture, an unincorporated organization and a governmental
entity or any department, agency or political subdivision thereof; and “Protected Employee” shall
mean any employee of the Company or its Affiliates employed at any time during the Employment Term
or during the one-year period thereafter, but shall not include the immediate family members
(including Employee’s siblings) of Employee.


          c. Extension of Non-Compete Term. In the case of a termination described in Section
3.1(a)(ii), the Company may provide Employee with written notice at least 90 days prior to the
expiration of the Non-Compete Term, that such Non-Compete Term will be extended by one additional
year (“Non-Compete Extension Notice”). If the Company provides the Non-Compete Extension Notice,
the Company shall, within



 









 








75 days after the Non-Compete Extension Notice is provided, make a single lump sum payment to
Employee equal to Employee’s Base Salary at the rate in effect on the date of his termination of
employment.




     3.2. Confidentiality. From and after the commencement of the Employment Term, Employee agrees
not to divulge, communicate, use to the detriment of the Company or for Employee’s benefit or the
benefit of any other person, firm, corporation, association or other entity, or misuse in any way,
in whole or in part, any proprietary or confidential information or trade secrets related to the
Company as they may exist from time to time, including, without limitation, the Company’s trade
secrets or other intellectual property rights, personnel information, know-how, customer lists, or
other confidential or proprietary data (collectively, “Confidential Information”). Employee
acknowledges that the list of the Company’s customers as it may exist from time to time, and the
Company’s proprietary or Confidential Information, and trade secrets, are valuable, special and
unique assets of the Company. Employee acknowledges and agrees that any information or data he has
acquired on any of these matters or items was received in confidence. Employee agrees to hold, as
the property of the Company, all memoranda, books, papers, letters and other data and all copies
thereof or therefrom, made by him or otherwise coming into his possession, and at any time to
deliver the same to the Company upon its demand, or in any event upon Employee’s termination of
employment for any reason. Confidential Information does not include information which (i) has
become publicly known and made generally available through no wrongful act of Employee, or (ii) has
been rightfully received by Employee from a third party who is authorized to make such disclosure.
If Employee is required by law, rule, regulation, order of a court of competent jurisdiction or a
governmental proceeding to disclose any Confidential Information, Employee shall provide the
Company with prompt written notice of such requirement so that the Company may seek an appropriate
protective order and/or waive Employee’s compliance with this Section 3.2. If, failing the entry
of a protective order or the receipt of a waiver hereunder, Employee is, in the opinion of
Employee’s counsel (the reasonable cost of which shall be paid by the Company upon presentation of
reasonable evidence that such expenses have been incurred), which counsel and opinion shall be
reasonably satisfactory to the Company, compelled to disclose the Confidential Information under
pain of liability for contempt or other censure or penalty, Employee may disclose only that portion
of such information as is legally required without liability hereunder; provided, however, that
Employee hereby agrees to notify the Company of such disclosure and assist the Company by using his
best efforts to obtain assurance that confidential treatment will be accorded such information.



     3.3. Reasonable Limitations. Employee acknowledges that, given the nature of Employee’s
employment with the Company and of the Company’s business, the covenants contained in this Article
III contain reasonable limitations as to time, geographical area and scope of activity to be
restrained, and do not impose a greater restraint than is necessary to protect the legitimate
business interests of the Company. In the event that the covenants contained in this Article III
shall be determined by any court of competent jurisdiction to be unenforceable by reason of their
extending for too long a period of time or over too large a geographical area or by reason of their
being too extensive in any other respect, they shall be interpreted to extend only over the longest
period of time for which they may be enforceable, and/or over the largest geographical area as to
which they may be enforceable and/or to the maximum extent in all other aspects as to which they
may be enforceable, all as determined by such court in such action.



     3.4. Extension of Non-Compete Term. The parties acknowledge that if Employee violates any of
the protective covenants in this Article III and the Company brings legal action for injunctive,
damages or other relief hereunder, the Company shall, as a result of the time involved in obtaining
the relief, be deprived of the benefit of the full Non-Compete Term of these protective covenants.
Accordingly, the length of time for which any such covenant shall be applicable shall be increased
by any period of violation or any other period required for litigation during which the Company
seeks to enforce this Article III.



 









 





     3.5. Survival of Protective Covenants. Each covenant on the part of Employee contained in this
Article III is independent of any other provision of this Agreement or any other agreement between
the Company and Employee, and shall survive the termination of Employee’s employment with the
Company and the termination of this Agreement, and the existence of any claim or cause of action of
Employee against the Company, whether based on this Agreement or otherwise, shall not prevent the
enforcement of these covenants.



     3.6. Remedies for Breach. In the event of a breach of the covenants of this Article III,
Employee agrees that the Company may take appropriate legal action for damages including fees and
costs, enforcement and/or injunctive relief. The prevailing party in any such legal action under
Article III shall be entitled to recover its reasonable attorney’s fees and costs in connection
therewith. Employee further agrees that a breach by him of this Article III shall cause
irreparable harm to the Company and that its remedies at law for any breach or threat of breach of
the provisions of this Article III shall be inadequate, and that it shall be entitled to an
injunction or injunctions to prevent breaches of this Article III and to enforce specifically the
terms and provisions hereof, in addition to any other remedy to which the Company may be entitled
at law or in equity.



     3.7. Affiliates of the Company. The protective covenants in this Article III shall also
benefit the Companies’ Affiliates and these covenants shall be enforceable against Employee by each
of such Affiliates as third party beneficiaries.



ARTICLE IV- TERMINATION OF EMPLOYMENT




     4.1. Termination. The Company may terminate Employee’s employment with or without Cause;
provided, however, that Employee’s employment may not be terminated by the Company with or without
Cause unless such termination is approved by at least a majority of the Board (excluding Employee
if he is then a member of the Board). The term “Cause” means (i) an indictment of Employee in
connection with a crime involving moral turpitude or any felony, which materially adversely affects
the Company or the ability of Employee to satisfy all of his duties to the Company (including
pursuant to this Agreement); (ii) a conviction of, or a pleading of guilty or no-contest by,
Employee to any felony; (iii) Employee’s dishonesty, fraud, unethical or illegal act,
misappropriation or embezzlement which does (or would reasonably be likely to) materially damage
the Company’s reputation or the Company; (iv) material breach of Employee’s fiduciary duties to the
Company, after Employee has not cured such breach within twenty (20) days after written request by
the Board to do so; (v) Employee’s material failure to perform his job duties hereunder, after
Employee has not cured such failure within twenty (20) days after written request by the Board to
do so; (vi) willful or deliberate material violations of Employee’s obligations to the Company,
after Employee has not cured such violations within twenty (20) days after written request by the
Board to do so; or (vii) Employee’s material breach of any of the terms or conditions of this
Agreement, after Employee has not cured such breach within twenty (20) days after written request
by the Board to do so. In the event Employee’s employment is terminated for Cause, the Company’s
sole obligation to Employee shall be to pay to Employee his accrued but unpaid Base Salary and any
other vested benefits under the Company’s employee benefit plans in which Employee was
participating immediately prior to such termination (other than severance plans) (the “Accrued
Benefits”). Other than as set forth in Section 4.2 and Section 4.5, no payments or benefits shall
accrue to Employee after the date of Employee’s termination for any reason, including but not
limited to, if the Company terminates Employee without Cause, or Employee terminates his employment
voluntarily for a Justifiable Resignation. For purposes of this Agreement, “Disability” shall mean
Employee’s inability to perform his full duties with the Company for 90 consecutive calendar days
or for 180 calendar days (whether or not consecutive) in any twelve month period as a result of
incapacity due to mental or physical illness.



 









 





     4.2. Termination Other Than for Cause; Termination for Justifiable Resignation. If, during the
Employment Term or, upon or following the expiration of the Employment Term due to the Company’s
failure to renew the Employment Term (i) the Company terminates Employee’s employment for any
reason (including due to Disability) other than for Cause or (ii) Employee resigns and such
resignation is a Justifiable Resignation (a “Covered Termination”), then the Company shall pay to
Employee (in addition to the Accrued Benefits) severance in an amount equal to (y) Employee’s Base
Salary (without regard to any reduction imposed under Section 2.1 hereof) multiplied by 1.5, plus
(z) 18 months of Employee’s car allowance at the rate in effect immediately prior to such
termination (the “Severance Payment”). The Severance Payment shall be paid to Employee in a lump
sum on the first payroll date coincident with or next following the 60th day after
Employee’s termination of employment with the Company. In addition, for the period commencing on
the termination date and ending on the 18 month anniversary thereof, the Company shall pay the cost
of Employee’s (and his eligible dependents’) health care continuation premiums under the
Consolidated Omnibus Budget Reconciliation Act of 1985 (the “COBRA Payment”). It is agreed that
the Accrued Benefits, the Severance Payment and the COBRA Payment shall constitute all amounts owed
by the Company to Employee for his Covered Termination, and that no other payments or benefits
shall be owed by the Company to Employee in such an event. Notwithstanding anything herein to the
contrary, Employee shall not be entitled to receive the Severance Payment or any COBRA Payment
unless Employee executes a general release of claims in form and substance reasonably satisfactory
to the Company releasing the Company and its Affiliates from any claims Employee may assert against
the Company and its Affiliates arising out of his employment or the termination of his employment,
such that such release of claims is effective (with all revocation periods having expired), within
60 days after Employee’s termination of employment. Following the expiration of the Employment
Term due to the Company’s failure to renew the Employment Term, Employee’s employment may be
terminated for Cause only in accordance with the definition thereof, and the procedures, set forth
in Section 4.1.



     4.3. Definition of Justifiable Resignation. Employee’s resignation from the Company shall be
deemed a “Justifiable Resignation” if (1) during the Employment Term, there is (i) a material
diminution of Employee’s responsibilities hereunder, (ii) a decrease in Employee’s Base Salary
(other than a decrease consented to by Employee or authorized under Section 2.1), (iii) a
relocation of Employee’s principal place of employment by more than 10 miles from its current
location or (iv) any material violation of the Agreement by the Company; provided
that, with respect to clauses (i) and (iv), Employee must give a written notice to the
Board setting forth the specific nature of the alleged circumstances giving rise to a Justifiable
Resignation within sixty (60) days after the day such alleged circumstances giving rise to a
Justifiable Resignation arose and the Company fails to cure such alleged violation within twenty
(20) days following receipt of such written notice by Employee to the Board or (2) upon or
following the expiration of the Employment Term due to the Company’s failure to renew the
Employment Term, Employee resigns for any reason upon no less than ninety (90) days (or such
shorter period determined by the Company) advanced written notice to the Company.



     4.4. Resignation Other Than Justifiable Resignation. Employee may resign for reasons other
than Justifiable Resignation upon no less than ninety (90) days (or such shorter period determined
by the Company) advanced written notice to the Company. In such an event, the Company’s sole
obligation shall be to pay to Employee the Accrued Benefits.



     4.5. Death. Employee’s employment with the Company and the Employment Term shall immediately
terminate upon Employee’s death. In such an event, the Company’s sole obligation shall be to pay
to Employee’s estate or designated beneficiary, as applicable (i) the Accrued Benefits and (ii) an
amount equal to 12 months of Base Salary (without regard to any reduction imposed under Section 2.1
hereof), payable in a lump sum cash payment within 60 days after the date of Employee’s death.



 









 





ARTICLE V- MISCELLANEOUS




     5.1. 409A Compliance; Tax Withholding. Notwithstanding any other provision of this Agreement
to the contrary, if Employee is a “specified employee” within the meaning of Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder, and a
payment or benefit provided for in this Agreement would be subject to additional tax under Code
Section 409A if such payment or benefit is paid within six (6) months after Employee’s termination
of employment, then such payment or benefit required under this Agreement shall not be paid (or
commence) during the six (6) month period immediately following Employee’s termination of
employment except as provided in the immediately following sentence. In such an event, any
payments or benefits that would otherwise have been made or provided during such six (6) month
period and which would have incurred such additional tax under Code Section 409A shall instead be
paid to Employee in a lump-sum cash payment, without interest, on the earlier of (a) the first
business day of the seventh month following Employee’s termination or (b) the tenth business day
following Employee’s death. Employee’s right to reimbursement under this Agreement may not be
liquidated or exchanged for any other benefit. In addition, no reimbursement under this Agreement
may occur later than the last day of the calendar year immediately following the calendar year in
which such expenses were incurred, and the amount of expenses eligible for reimbursements provided
during any taxable year shall not affect the expenses eligible for reimbursement to be provided in
any other taxable year. In addition, “termination” as used throughout the Agreement shall mean
“separation from service” by Employee with respect to the Company within the meaning of Code
Section 409A, and any amounts payable to Employee hereunder upon his termination of employment that
are treated as “non-qualified deferred compensation” under Code Section 409A shall not be paid to
Employee unless and until he has incurred a separation from service within the meaning of Code
Section 409A. The Company may withhold from any payments owed under this Agreement all applicable
taxes, including but not limited to income, employment and social insurance taxes, as determined by
the Company.



     5.2. Modification of this Agreement. The parties hereto acknowledge and agree that no one
employed by or representing the Company has any authority to make oral statements which modify,
waive or discharge, in any manner, any provision of this Agreement. The parties hereto further
acknowledge and agree that no provision of this Agreement may be modified, waived or discharged
unless agreed to in writing, and signed and executed by Employee and the Company. Employee
acknowledges and agrees that in executing this Agreement he has not relied upon any representation
or statement made by the Company or its representatives, other than those specifically stated in
this Agreement.



     5.3. Notices. All notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given (i) three business days after mailing if mailed by certified or
registered mail, return receipt requested, (ii) one business day after delivery to Federal Express
or other nationally recognized overnight express carrier, if sent for overnight delivery with fee
prepaid, (iii) upon receipt if sent via facsimile with receipt confirmed, or (iv) upon receipt if
delivered personally, addressed as follows or to such other address or addresses of which the
respective party shall have notified the other:



 









 





If to Employee, to the address and fax number then on file with the Company:



If to the Company, to:



New Century Transportation, Inc.

45 East Park Drive

Westampton, NJ 08060

Attention: Chief Financial Officer

Fax No.: (609) 265-2231



with a required copy to:



Dechert LLP

Cira Centre

2929 Arch Street

Philadelphia, PA 19104

Attention: Carmen J. Romano

Fax No.: (215) 994-2222



     5.4. Waiver of Breach. The waiver by the Company or Employee of a breach of any provision of
this Agreement by the other party shall not operate or be construed as a waiver of any other or
subsequent breach by the other party of such provision or any other provision. No delay or omission
by the Company or Employee in exercising any right, remedy or power hereunder or existing at law or
in equity shall be construed as a waiver thereof, and any such right, remedy or power may be
exercised by the Company or Employee from time to time and as often as may be deemed expedient or
necessary by the Company or Employee in its or his sole discretion.



     5.5. Severability. It is the intention of the parties that the provisions contained herein
shall be enforceable to the fullest extent permissible under applicable law, but that the
unenforceability (or modification to conform to such law) of any provision or provisions hereof
shall not render unenforceable, or impair, the remainder hereof. If any term or provision of this
Agreement or the application thereof to any person or circumstance shall, either in whole or in
part, be held invalid or unenforceable by a court of competent jurisdiction, this Agreement shall
be deemed amended to delete or modify, as necessary, the offending provision or provisions and to
alter the bounds thereof in order to render it valid and enforceable; but in such event the
affected provisions of this Agreement shall be curtailed and restricted only to the extent
necessary to bring them within the applicable legal requirements, and the remainder of this
Agreement shall not be affected.



     5.6. Assignability. This Agreement shall be binding upon and inure to the benefit of the
Company, the successors and assigns of the Company and to any person or firm who may succeed to
substantially all of the assets of the Company. This Agreement shall be binding upon and inure to
the benefit of the heirs, executors or personal representatives of Employee. This Agreement shall
not be assignable by Employee.



     5.7. Applicable Law; Jurisdiction. This Agreement shall be governed by and construed and
enforced in accordance with the internal laws (as opposed to the conflicts of laws provisions) of
the State of New Jersey.



     5.8. Headings. The headings preceding the text of the sections and subsections hereof are
inserted solely for convenience of reference, and shall not constitute a part of this Agreement,
nor shall they affect its meaning, construction or effect.



 









 





     5.9. Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same instrument.



     5.10. Acknowledgment. Employee acknowledges receipt of a copy of this Agreement, and agrees
that his obligations hereunder shall be binding upon his heirs and legal representatives. The
Company agrees that its obligations hereunder shall be binding upon its assigns and legal
representatives. The parties hereto acknowledge and agree that this Agreement contains the entire
agreement and understanding concerning the subject matter covered by this Agreement, and that this
Agreement supersedes and replaces any other existing agreement, whether written or oral, entered
into between Employee and the Company relating generally to the subject matter covered by this
Agreement, including specifically the Old Agreement and any agreement that provides for the payment
of severance benefits to Employee.




EMPLOYEE HAS READ THE ABOVE AGREEMENT, AND HAS BEEN GIVEN
ADEQUATE TIME TO CONSULT WITH AN ATTORNEY OR OTHER ADVISOR OF HIS CHOICE. EMPLOYEE
UNDERSTANDS THE AGREEMENT FULLY, AND AGREES TO ALL OF ITS TERMS.



*           *           *           *           *




 









 







          IN WITNESS WHEREOF, the undersigned have executed this Agreement on the day and year first
above written.



	 	 	 	 	 
	 	NEW CENTURY TRANSPORTATION, INC.

 	 
	 	By:  	/s/ Brian J. Fitzpatrick
 	 
	 	 	Name:  	Brian J. Fitzpatrick                	 
	 	 	Title:  	CFO 	 
	 
	 	 	 
	 	/s/ Harry J. Muhlschlegel
 	 
	 	HARRY J. MUHLSCHLEGEL