Exhibit 10.40


 


EXECUTIVE EMPLOYMENT AGREEMENT


 





This EXECUTIVE EMPLOYMENT
AGREEMENT (“Agreement”) is made and entered into, effective as of the 28th day of December 2022,
(“Effective Date”), by and between Tradition Transportation Group, Inc. (“TTG” or “Company”),
an Indiana corporation, and James L. Evans (“Executive”). The Company and Executive may be collectively referenced
as the “parties” or individually as a “party.”


 





RECITALS


 





WHEREAS, TTG is headquartered
in Angola, Indiana and is a leader in the transportation and logistics industry. TTG currently has six (6) subsidiary companies, Tradition
Transportation, L.L.C. which specializes in the transportation of freight (“Transportation”), Tradition Leasing Systems,
L.L.C. which provides the mechanism to finance the purchase of new vehicles and to liquidate excess vehicles (“Leasing”),
Tradition Logistics, L.L.C. which provides time-sensitive warehousing, logistics and freight management on a national and international
basis (“Logistics”), Freedom Freight Solutions, LLC which is principally engaged in arranging transportation of freight
between shippers and carriers (“Brokerage”), Tradition Equipment Sales & Service, Inc. which provides mechanical
repair and maintenance services (“Sales & Service”), and Anthem Anchor Bolts and Fasteners, L.L.C. which manufactures
metal bolts, nuts and other industrial fasteners (“Anthem”). Collectively, TTG’s ownership of Transportation,
Leasing, Logistics, Brokerage, Sales & Service, and Anthem are referred to as the “Company’s Business”.


 





WHEREAS, the terms
and conditions of the Stock Purchase Agreement provide for employment of the Executive by TTG as detailed in this Agreement.


 





WHEREAS, Executive
desires to be employed by the Company and to secure minimum compensation from the Company for his services over a defined term and the
Company desires to provide fair and reasonable compensation and benefits to Executive, subject to the terms and subject to the conditions
set forth in this Agreement.


 





NOW, THEREFORE, the
parties incorporate the above recitals, and in consideration of the mutual promises, covenants and agreements made herein, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:


 





1.              Employment.
The Company agrees to employ Executive, and Executive agrees to be employed by the Company, upon the terms and conditions of this Agreement.
During the Term, Executive will serve as the Vice President of the Company and in such other additional positions as the Company may
designate from time to time consistent with his title. In such capacity, Executive will report to the Company’s Chief Executive
Officer (CEO) or, if the Executive is the CEO, the Board. Executive shall perform such duties which are of the character as those generally
associated with his positions and such additional or alternative duties as may be reasonably assigned to him from time to time by the
CEO or Board of Directors (“Board”) or any committee thereof. Executive will act in compliance with the Company’s
bylaws and all lawful directives of the CEO or Board. Executive shall comply with the Company’s policies and procedures in effect
from time to time throughout his employment. Executive’s principal place of employment shall be at the Company’s office in
Indianapolis, Indiana or at such other Company office as the CEO may designate from time to time, subject to regular business travel
as is reasonably required for the fulfillment of Executive’s duties.


 





2.              Devotion
to Duties. During the Term, Executive agrees that he will devote his full working time and best efforts to the business and affairs
of the Company on a full-time basis and that he will exercise the highest degree of loyalty and reasonable standard of conduct in the
performance of his duties. Executive agrees that he (a) will not engage, directly or indirectly, in any activity that is competitive
with the Company’s business in any respect or make any preparations to engage in any competitive activities; and (b) will
not take any action that deprives the Company of any business opportunities or otherwise act in a manner that conflicts with the best
interests of the Company or that is detrimental to the business of the Company; provided, however, nothing herein shall be construed
as preventing Executive (x) from investing his personal assets in such form or manner as will not require his services in the daily operations
and affairs of the businesses in which such investments are made, provided such activities do not interfere with his work for the Company;
or (y) from serving in a volunteer capacity for civic, charitable or other non-profit entities, provided such service does not interfere
with his work for the Company or any of his duties or obligations to the Company; or (z) from accepting appointment and serving on any
board of directors or advisors of any business corporation, provided such activities do not interfere with his work for the Company or
otherwise conflict with his obligations to the Company. Executive understands and acknowledges that he has a duty of loyalty to TTG and
that he must discharge his duties, as an employee of TTG, loyally and in good faith; and, all parties agree that this paragraph shall
be interpreted and construed with due regard for historic Company and Executive practices.


 


 


 






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3.              Employment
Term. The initial term of Executive’s employment under this Agreement shall be for a term of four (4) years, commencing
on the Effective Date (the “Initial Term”). Thereafter, the Initial Term shall be automatically extended for successive
one (1) year periods (each a “Renewal Term”), unless either party provides written notice to the other party at least
sixty (60) days prior to the end of the then existing term (ether the Initial Term or any Renewal Term) that the party does not wish
to extend the Term of this Agreement. The duration of Executive’s employment, including the Initial Term and any Renewal Term are
the “Term.” Notwithstanding the foregoing, the parties can mutually agree, in writing, at any time, to terminate Executive’s
employment under this Agreement. In addition, Executive’s employment may be terminated earlier in accordance with the termination
provisions in Section 10. If the Company elects not to renew the Agreement at the end of the Initial Term, Executive’s termination
will be considered a termination without Cause under Section 10(e). The effective date on which Executive’s employment terminates,
for any reason, shall be referred to as the “Termination Date.”


 





4.              Salary.
The Company shall pay Executive an annual base salary of Three Hundred Thousand and No/100 Dollars ($300,000.00) (“Base
Salary”) payable at regular intervals in accordance with the Company’s normal payroll practices in effect from time to
time. The Base Salary is subject to all applicable federal, state, and local income taxes and such other deductions as are required by
law with respect to compensation paid by an employer to an employee. The Base Salary may be subject to additional deductions pursuant
to Executive’s participation in any benefit plan or program, subject to historic practices (i.e., medical, dental and eye insurance
provided without cost). The amount of the Base Salary shall be reviewed by the Board or a committee of the Board (such as Compensation
Committee) annually for possible increases, any such increases to be made solely at the discretion of the Board.


 


5.              Bonuses and Other Incentives. During the Term, Executive shall be entitled to participate in all incentive compensation
plans and programs as may be adopted by the Company from time to time and generally available to similar level employees, subject to the
terms and conditions of such plans and programs. Executive acknowledges and agrees that the Company, in its sole discretion, may change,
amend, modify, freeze, suspend or terminate any or all of its incentive compensation plans or programs, at any time during his employment
with the Company, to the extent permitted by applicable law, and nothing in this Agreement shall obligate the Company to institute, maintain
or refrain from changing, amending or discontinuing any benefit plan or program. Notwithstanding any prior practice or policy, Executive
must be employed by the Company on the actual date of distribution of any incentive payment, including bonuses and profit sharing distributions,
in order to be eligible to receive such incentive payments.


 





6.              Paid Time Off. During the Term, Executive shall be entitled to six (6) weeks of paid vacation or other paid time off
(“PTO”) each year. PTO may be taken at such times as Executive elects with due regard to the needs of the Company,
or paid out to Executive at the end of the calendar year. Except as expressly addressed in this Agreement, the use and administration
of PTO will be governed by the Company’s PTO policies applicable to its employees generally, as such policies may be stated in the
Company’s employee handbook or otherwise and as such policies may change from time to time during the Term.





 


7.              Employee Benefits. During the Term, Executive shall be entitled to participate in the Company’s benefit plans
or programs in effect from time to time and generally available to employees of Executive’s level or classification, including any
life, health, medical, dental, disability or other insurance policy or plan, or retirement plan; provided however, Executive's entitlement
to participate in such benefit plans or programs is subject to the eligibility requirements and other provisions of such benefit plans
or programs. Executive acknowledges and understands that the Company, in its sole discretion, may change, amend, modify, freeze, suspend
or terminate any or all of its Executive benefits plans or programs, at any time during Executive's employment with the Company, to the
extent permitted by applicable law, and nothing in this Agreement shall obligate the Company to institute, maintain or refrain from changing,
amending or discontinuing any benefit plan or program.


 





8.              Business Expenses. During the Term, the Company will reimburse Executive for reasonable and necessary travel and business
expenses incurred by Executive directly related to performing services for the Company under this Agreement, in accordance with the Company's
policies and procedures with respect thereto, as may be amended from time to time by the Company; provided, however, that such expenses
which are not in accordance with the Company's policies must be authorized in advance by the CEO in order for Executive to be entitled
to reimbursement.


 


 


 






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9.              Compliance. Executive agrees to be bound by and comply with all written policies, procedures, rules and regulations
of the Company, including but not limited to those set forth in any code of conduct or ethics policies adopted by the Company or set forth
in any employee handbook, as may be amended by the Company, from time to time, in its sole discretion. In the event there is a conflict
or dispute between the terms of this Agreement and any policies, procedures and rules of the Company, the terms of this Agreement shall
control. Executive further agrees that he shall, at all times, perform his duties and responsibilities in material compliance with all
international, federal, state and local laws, regulations and ordinances.


 





10.            Termination. Subject to the respective continuing obligations of the parties, including the restrictive covenants set
forth in Section 11, Executive’s employment may be terminated during the Term as follows:


 


(a)            Termination
by Mutual Agreement. The Company and Executive may agree to terminate his employment at any time by mutual written agreement
executed by Executive and the CEO or, if the Executive is the CEO, the Board. Upon termination of Executive’s employment by mutual
written agreement, the Company’s obligations to pay or to provide Executive compensation and benefits under this Agreement will
immediately terminate; provided, however, that Executive will be entitled to receive all Accrued Compensation. “Accrued Compensation”
means: (i) that portion of his Base Salary which is earned but unpaid as of the Termination Date; and (ii) reimbursement for all business
expenses not yet paid as of the Termination Date. Any benefits payable under insurance, retirement, bonus and/or profit sharing plans,
as a result of Executive’s eligibility and participation in such plans through such date, shall be paid when due under those plans.
Other than the foregoing, the Company will have no further obligations to Executive under this Agreement. The Accrued Compensation will
be paid within thirty (30) days after the Termination Date.


 





(b)            Termination Due to Death. If Executive dies during the Term, this Agreement will terminate on the date of his death.
Upon his death, the Company’s obligation to pay or provide his (or his estate or legal successors) compensation and benefits under
this Agreement will immediately terminate, except that the Company will pay or provide his estate or other legal successor the Accrued
Compensation. Any benefits payable under insurance, retirement, bonus and/or profit sharing plans, as a result of Executive’s eligibility
and participation in such plans through such date, shall be paid when due under those plans. Other than the foregoing, the Company will
have no further obligation to Executive (or his estate or legal successors) under this Agreement. The Accrued Compensation will be paid
following Executive’s death within thirty (30) days after the Company’s receipt of appropriate documentation verifying the
proper person(s) to which payment should be made.


 





(c)            Termination Due to Disability. If Executive suffers a Disability, the Company may terminate his employment by providing
written notice to Executive of the Company’s termination because of the Disability, specifying in such notice the effective Termination
Date, and Executive’s employment will terminate at the end of the day on the Termination Date specified in the Company’s notice.
For purposes of this Agreement, the term “Disability” means either (i) when Executive is deemed disabled and entitled
to benefits in accordance with any Company-provided long-term disability insurance policy or plan, if any is applicable, covering Executive,
or (ii) the inability of Executive, because of a physical or mental condition or illness, to perform, with or without reasonable accommodation,
the essential functions of his job for a period of six (6) consecutive months or longer. Upon termination due to a Disability, the Company’s
obligation to pay or provide compensation or benefits under this Agreement will immediately terminate, except the Company will pay or
provide Executive the Accrued Compensation. Any benefits payable under insurance, retirement, bonus and/or profit sharing plans, as a
result of Executive’s eligibility and participation in such plans through such date, shall be paid when due under those plans. Other
than the foregoing, the Company will have no further obligations to Executive under this Agreement. The Accrued Compensation will be paid
within thirty (30) days after the Termination Date.


 


 


 






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(d)            Termination
by the Company for Cause. At any time during the Term, the Company, may terminate Executive’s employment for Cause by providing
him with written notice of the termination for Cause specifying in such notice the termination date and Executive’s employment
will terminate at the end of the day on the termination date specified in such note. For purposes of this Agreement, “Cause”
means the occurrence of one or more of the following events: (i) Executive’s conviction for, or pleading no contest to, a felony
or any crime that is materially and demonstrably injurious to the financial condition, reputation, or goodwill of the Company; (ii) Executive’s
misappropriation of any material Company property or Confidential Information; (iii) Executive’s willful misconduct in connection
with the performance of his job duties; (iv) Executive’s intentional violation of any material international, federal, state or
local law or regulation applicable to the business of the Company; or, (v) Executive’s breach of any material covenant, condition
or provision of this Agreement or any policies or procedures of the Company, or failure to perform his duties or responsibilities or
to comply with any lawful directive of the CEO or Board, and such breach or failure, if curable, remains unremedied for a period of ten
(10) days after the Company provided Executive with a written notice of such violation. Upon termination of the Executive’s employment
for Cause, the Company’s obligation to pay or provide Executive compensation and benefits under this Agreement will immediately
terminate, except that the Company will pay or provide his Accrued Compensation. Any benefits payable under insurance, retirement, bonus
and/or profit-sharing plans, as a result of Executive’s eligibility and participation in such plans through such date, shall be
paid when due under those plans. Other than the foregoing, the Company will have no further obligations to Executive under this Agreement.
The Accrued Compensation will be paid within thirty (30) days after the Termination Date.


 





(e)            Termination by the
Company Without Cause. At any time during the Term, the Company may terminate Executive’s employment without Cause, for
any reason or no reason, by giving Executive sixty (60) days’ prior written notice, specifying in such notice the effective termination
date, and Executive’s employment will terminate at the end of the day on the termination date specified in the Company’s
notice (or such other date as may be mutually agreed upon in writing by the Company and Executive). Termination ‘without Cause’
shall mean any termination by the Company that is not a termination for Cause, as defined in Section 10(d). Upon termination of Executive’s
employment by the Company without Cause, the Company’s obligation to pay or provide his compensation and benefits under this Agreement
will immediately terminate, except that the Company will pay or provide Executive: (i) the Accrued Compensation; and (ii) the aggregate
Base Salary owed for the remaining period of the Term (together the “Severance Payment”). The Severance Payment will
be paid in a single lump sum payment within thirty (30) days of the Termination Date. The Severance Payment is subject to all applicable
payroll tax withholdings. The Accrued Compensation will be paid within thirty (30) days after the Termination Date.


 








(f)             Termination
by Executive for Good Reason. At any time during the Term, Executive may terminate his employment for Good Reason by giving TTG
sixty (60) days’ prior written notice specifying in such notice the basis for the Good Reason termination. For purposes of this
Agreement, “Good Reason” means the occurrence of any of the following events without Executive’s consent: (i)
failure of the Company to obtain the assumption of the obligations to perform the Agreement by any successor; (ii) reduction of ten percent
(10%) or more in the Base Salary; (iii) demotion or material adverse change in Executive’s principal position, including title and
reporting relationships, duties or responsibilities; or (iv) relocation of Executive’s principal place of employment to a location
that is more than thirty (30) miles from the place where Executive was based immediately prior to such relocation; and/or his office as
of the Effective Date; provided however, the Company will have thirty (30) days from its receipt of any written notice of the Good Reason
termination in which to take corrective action to cure the Good Reason (if curable), and if the Company does not cure the Good Reason,
the Good Reason termination will be effective at the end of the thirtieth (30th) day after the Company receives the written
notice of Good Reason termination; and provided further, however, for Executive to exercise his right to termination for Good Reason he
must provide written notice of the termination for Good Reason within sixty (60) days after he knows or should have known of the initial
existence of the condition listed above making any such termination a termination for Good Reason. Upon a termination by Executive for
Good Reason, the Company’s obligation to pay or provide him with compensation and benefits under this Agreement will immediately
terminate, except that the Company will pay or provide Executive with (x) the Accrued Compensation and (y) the aggregate Base Salary owed
for the remaining period of the Term (together the “Severance Payment”). The Severance Payment will be paid in a single
lump sum payment within thirty (30) days of the Termination Date. The Severance Payment is subject to all applicable payroll tax withholdings.
The Accrued Compensation will be paid within thirty (30) days after the Termination Date.


 


 


 






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(g)            Termination
by Executive without Good Reason. At any time during the Term, Executive may terminate his employment without Good Reason upon
the giving of not less than sixty (60) days' advance written notice to the Company and his employment with the Company will terminate
at the end of the day on the last day in that notice period; provided, however, that the Company may, but need not, elect one or more
of the following options: (i) make the termination effective immediately; (ii) require Executive to continue to perform his duties to
the Company during the notice period; (iii) limit or impose reasonable restrictions on Executive’s activities during the notice
period; or (iv) accept his notice of termination as a resignation prior to the date specified by him in his notice of termination at any
time during the notice period. The Company shall pay Executive his Base Salary and all benefits in accordance with the Company’s
payroll practices then in effect through the notice period so long as he is required to provide and continues to so provide services to
the Company, provided that if the Company elects options (i) or (iv) above, Company shall be obligated to pay Executive his Base Salary
and all benefits through the notice period. Upon termination, whether at the end of the notice period specified by Executive in his notice
or earlier as may be elected by the Company, the Company’s obligation to pay or provide Executive with compensation and benefits
under this Agreement will immediately terminated, except that the Company will pay or provide Executive with the Accrued Compensation
within thirty (30) days after the Termination Date. Any benefits payable under insurance, retirement, bonus and/or profit-sharing plans,
as a result of Executive’s eligibility and participation in such plans through such date, shall be paid when due under those plans.
Other than the foregoing, the Company will have no further obligations to Executive under this Agreement.


 





(h)            Other
Rights/Requirements. Nothing contained in this Agreement shall impair, affect, or change any requirements otherwise imposed upon
TTG or Executive by applicable statute, law, rule, regulation, or other legal requirements.


 





11.           Other Definitions. The following terms have the following meanings as used throughout this Agreement:


 





		(a)	“Affiliate” means an entity which controls, is controlled by, or is under common ownership
with, TTG and any subsidiaries or affiliated entities as the same may exist from time to time hereafter.



 





		(b)	“Competitive Capacity” with respect to a TTG Employee means: (i) the same or similar
capacity or position that the TTG Employee held with the Company within the twelve (12) month period prior to the Termination Date; (ii)
an executive level or officer or management level position; (iii) performing tasks or duties similar to the tasks or duties the TTG Employee
performed for TTG or an Affiliate within the last year of his employment; (iv) managing or supervising those who perform tasks or duties
similar to those which the TTG Employee performed for TTG or an Affiliate within the last year of his employment; or, (v) performing tasks
or duties in which the TTG Employee utilizes or may utilize any Confidential Information that he learned during the course of his employment
with TTG.



 





		(c)	“Competitor” means any Person who is in the same or substantially similar business
as the Company’s Business or who provides the same or substantially same services as TTG.



 





		(d)	“Confidential Information” means any and all materials, records, data, documents, lists,
writings, and information (whether in writing, printed, electronically stored, computerized, on disk or otherwise, including all copies,
summaries, analyses, drafts, and extracts) relating or referring in any manner to trade secrets (as currently defined under applicable
law, including the Indiana Uniform Trade Secrets Act, the federal Defend Trade Secrets Act, and any amendments thereto or successor statutes)
of TTG or any Affiliate, and other non-public financial or proprietary information of TTG or any Affiliate, including but not limited
to business reports, business plans, projections, income statements, profit and loss statements, business strategies and/or strategic
plans, internal audits, sales, sales techniques, budgets, profit margins, pricing, research and development, intellectual property, software
and/or computer programs, marketing strategies, marketing plans or materials, business development plans or strategies, records or information
relating to suppliers or customers of TTG or any Affiliate, supplier or customer lists or specification, and processes, systems, methods,
documentation or devices used in or pertaining to the business of TTG and/or any Affiliate which are unique to the business of or services
of TTG or any Affiliate (regardless of whether the information has been marked “confidential”).



 


 


 






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		(e)	“Customer” means any Person to whom TTG and/or any Affiliate rendered or provided any
services to at any time during the Term: (i) with whom Executive had any direct or material business contact (contact that is intended
to establish or strengthen a business relationship for the Company); (ii) whom Executive managed, had responsibility for, or provided
any services to, or; (iii) about whom Executive obtained, accessed, reviewed, or utilized Confidential Information.



 





		(f)	“TTG Employee” shall mean any person who is, or was during the one (1) year period
prior to the Termination Date, employed by TTG or an Affiliate as an executive, officer, or manager, or in whom TTG or the Affiliate otherwise
has a legitimate protectable interest.



 





		(g)	“indirectly” means that Executive will not assist others in performing business activities
that Executive is prohibited from engaging in directly under this Agreement.



 





		(h)	“Potential Customer” shall mean any Person, during the last year of Executive’s
employment (i) whom Executive solicited, targeted or identified (or whom he knew was solicited, targeted or identified by TTG or an Affiliate)
as a prospective or potential customer, or; (ii) about whom Executive obtained information on behalf of TTG and/or any Affiliate for purposes
of soliciting, targeting or identifying as a prospective or potential customer.



 





		(i)	“Person” shall mean any individual, partnership, corporation, organization, firm, association,
limited liability company, trust, joint venture, company or other entity.



 





		(j)	“Restricted Area” shall mean all of the counties in Indiana, and Chatham county, Georgia.



 





		(k)	“solicit” means any direct or indirect communication of any kind whatsoever, regardless
of by whom initiated, inviting, advising, inducing, encouraging, enticing, or requesting either expressly or implicitly, any person, in
any manner, to take or refrain from taking action.



 





12.           Non-Disclosure
of Confidential Information. Executive acknowledges that during the course of his employment with the Company, he has become or will
become knowledgeable about, in possession of, or privy to, Confidential Information. If such Confidential Information were to be divulged
or become known to any competitor of the Company or to any other person outside the employ of the Company or its Affiliates, or if Executive
were to be employed by any competitor of the Company or to engage in competition with the Company, the Company or its Affiliates would
be harmed. Therefore, subject to the exceptions below, Employee agrees that he will not directly or indirectly: (a) communicate, deliver,
exhibit or provide any Confidential Information to any person or entity, except other authorized employees or agents of the Company or
Affiliates who have a need to know the such Confidential Information for a proper corporate or business purpose as part of their normal
job responsibilities for the Company or Affiliates; (b) use any Confidential Information to compete against the Company or use any Confidential
Information for his own personal benefit or for the benefit of any other person or entity other than the Company; (c) aid anyone else
in obtaining Confidential Information or disclosing Confidential Information to any third party, or (d) taking any action causing, or
fail to take any action necessary to prevent, any such information to lose its character or cease to qualify as Confidential Information.
The confidentiality covenant contained in this Section shall be binding upon Executive during his employment with the Company and shall
continue thereafter until and unless: (i) the Confidential Information becomes obsolete; (ii) the Confidential Information becomes generally
known in the Company’s trade or industry by means other than a breach of this covenant or by the disclosure of Confidential Information
by a person under an obligation to maintain the confidentiality of the Confidential Information; or (iv) Executive is required to disclose
Confidential Information by valid court order or subpoena, or in response to an inquiry or request by a governmental agency or self-regulatory
organization. Executive agrees to notify the Company within five (5) business days of the receipt of any such court order, subpoena or
request, to the extent allowed under the law. If a court of proper jurisdiction reviews this provision and finds that the temporal scope
of this paragraph is unreasonable, Executive agrees that the obligations regarding Confidential Information shall continue for one (1)
year after the Termination Date, provided however, that notwithstanding the foregoing, Employee’s confidentiality obligations with
respect to trade secrets shall continue for so long as the information qualifies as a trade secret under state or federal law.


 


 


 






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Nothing in this Section or any other provision
of this Agreement, shall be construed to prohibit Executive from reporting conduct to, providing information to, or participating in any
investigation or proceeding brought or conducted by, any federal, state, or local government agency or self-regulatory organization. Nothing
in this Section or any other provision of this Agreement, shall be construed to prohibit Executive from using Confidential Information
in connection with a dispute between Executive and the Company. 


 





Executive specifically acknowledges that the Confidential
Information, whether reduced to writing or maintained in the mind or memory of Executive and whether compiled by the Company, an Affiliate,
and/or Executive, derives independent economic value from not being readily known to or ascertainable by proper means by others who can
obtain economic value from its disclosure or use, that reasonable efforts have been put forth by the Company to maintain the secrecy of
such information, that such information is the sole property of the Company and that any retention and use of such information (except
as otherwise set forth above) constitutes a misappropriation of the Company’s trade secrets.


 





Executive agrees that all Confidential Information
and all records, documents and materials relating to all Confidential Information shall be and remain the sole and exclusive property
of the Company and that he will, immediately upon termination of his employment, return to the Company all Confidential Information.


 





13.           Non-Solicitation.
Executive agrees that during the Term of this Agreement and for a period of one (1) year following the Termination Date, regardless
of the reason for termination (whether voluntary or involuntary) and however terminated, he shall not, directly or indirectly (including
through any partnership, corporation or business entity in which he has ownership interest or serves as an officer, employee, independent
contractor, representative, agent or consultant), either for his own benefit or the benefit of any other Person:


 





		(a)	solicit, divert, or take away (or attempt to solicit, divert or take away) any Customer for the purpose
of providing services related to the Company’s Business; or



 





		(b)	advise, persuade, or induce (or attempt to advise, persuade, or induce) any Customer to terminate, reduce,
limit, or change the Customer’s services or business relationship with TTG or an Affiliate; or



 





		(c)	solicit (or attempt to solicit) any Potential Customer not to do business with the Company; or



 





		(d)	recruit or solicit (or attempt to recruit or solicit) any TTG Employee to terminate his employment with
TTG or an Affiliate; or



 





		(e)	offer or provide employment (whether on a full-time or part-time, consulting or independent contractor
basis) in a Competitive Capacity to a TTG Employee for or on behalf of a Competitor; or



 





		(f)	solicit, entice or persuade (or attempt to solicit, entice or persuade) any independent contractors or
agents to terminate their contract or relationship with TTG or any Affiliate, or discontinue providing services to TTG, an Affiliate,
and/or Customers; or



 





		(g)	solicit, entice or persuade (or attempt to solicit, entice or persuade) any suppliers, vendors or others
who were supplying services or goods to TTG or Affiliate during the one (1) year period prior to the Termination Date, to terminate, reduce,
limit or change their business or relationship with TTG or Affiliate; or



 





		(h)	otherwise interfere with or damage (or attempt to interfere or damage) any relationship between the Company
and any Customer or Potential Customer.



 


Executive acknowledges that
TTG is entitled to the full one (1) year post-termination restriction on the activities set forth in this Section. Therefore, in the event
any of the provisions of this Section are breached by Executive, the commencement of the one (1) year post-termination restriction will
not begin until Executive is in full compliance with this Section. This Section shall survive the termination of Executive’s employment
with TTG regardless of the reason for termination.


 


 


 






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14.           Severability/Blue
Pencil. Each of the provisions of this Agreement are distinct and severable, notwithstanding that the covenants may be set forth
in one section for convenience. If any provision of this Agreement shall be determined to be invalid, illegal or unenforceable in whole
or in part, for any reason, neither the validity of the remaining part of such provision nor the validity of any other provision of this
Agreement shall in any way be affected. Should any particular restrictive covenant, provision or clause of this Agreement be held unreasonable
or unenforceable for any reason, including without limitation, the time period, geographic area and/or scope of activity covered by such
covenant, provision or clause, the parties acknowledge and agree that such covenant, provision or clause shall be given effect and enforced
to whatever extent would be reasonable and enforceable under applicable law. The parties expressly authorize a court of competent jurisdiction
to blue pencil or modify such provision to limit the covenants to cover the maximum period of time, range of activities or other restrictions
as would be enforceable under Indiana law.


 





15.           Available Relief. Executive agrees that TTG, or its successor or assigns, will suffer irreparable damage and injury
and will not have an adequate remedy at law in the event of any breach by Executive of any provision of Section 12 or 13. Accordingly,
in the event of a breach or of a threatened or attempted breach by Executive of Section 12 or 13, in addition to all other remedies to
which TTG is entitled under law, in equity, or otherwise (including monetary damages), TTG and/or its assigns and successors, shall be
entitled to a temporary restraining order and/or preliminary or permanent injunction (without the necessity of showing any actual damage)
or a decree of specific performance of the provisions of Section 12 or 13 and no bond or other security shall be required in that connection.
Furthermore, if Executive breaches any post-employment covenants, including the restrictions and obligations in Section 12 or 13, as determined
in TTG’s sole discretion, TTG may recoup any severance payment paid to Executive.


 





16.           Enforcement/Attorneys’ Fees. In any action that is brought to enforce or interpret this Agreement, the prevailing
party shall be entitled to recover their reasonable attorneys’ and paralegal fees and expenses incurred in connection therewith.


 





17.           Assignments; Successors and Assigns. The rights and obligations of Executive hereunder are not assignable or delegable,
and any prohibited assignment or delegation will be null and void. TTG may, without the consent of the Executive, assign this Agreement
to any successor or in connection with any merger, consolidation, share exchange, combination, sale of stock or assets or similar transaction.
The provisions hereof shall inure to the benefit of and be binding upon the successors and assigns of TTG.


 





18.           Governing Law. This Agreement shall be interpreted under, subject to and governed by the laws of the State of Indiana,
without consideration of the choice of law principles thereof, and all questions concerning its validity, construction and administration
shall be determined in accordance with Indiana law.


 





19.           Entire Agreement; Modification; Waiver. This Agreement constitutes the entire agreement among the parties relating to
the subject matter hereof and expressly supersedes any prior agreements between the parties relating to the subject matter hereof. This
Agreement shall not be amended or modified without the Board receiving the recommendation of the General Counsel for the Company, and
the prior written consent of the Company’s CEO and Executive. No failure or delay by TTG in exercising any right or remedy under
this Agreement shall operate as a waiver thereof, nor shall any waiver by TTG under this Agreement operate or be construed as a continuing
waiver or a waiver of any subsequent breach or noncompliance hereunder. No single or partial exercise of any right or remedy by TTG shall
preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver by TTG under this Agreement shall
be in writing and signed by the Company’s CEO. A waiver shall operate only as to the specific term or condition waived and will
not constitute a waiver for the future or act on anything other than that which is specifically waived.


 





20.           “No-Defense” Provision. The covenants set forth in this Agreement are essential terms and conditions to
TTG employing the Executive, and shall be construed as independent of any other obligations or agreements between the parties. The existence
of any claim or cause of action the Executive may have against TTG, including but not limited to the TTG’s alleged material breach
of any agreement with Executive, shall not constitute a defense to the enforcement by TTG of the covenants and obligations in this Agreement
and shall not relieve Executive of his obligations under this Agreement.


 


 


 






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21.           Jurisdiction and Venue. The parties agree that all suits, actions, proceedings, litigation, disputes, or claims relating
to or arising out of this Agreement shall be filed and tried in the Superior or Circuit Court, as appropriate, of Marion County, Indiana,
or the United States District Court for the Southern District of Indiana. In this regard, the parties hereby: (a) agree that venue shall
be such stated courts; (b) irrevocably consent to service of process and to the jurisdiction and venue of such courts; and (c) irrevocably
waive any claim of inconvenient forum if any such suit, claim, proceeding, litigation, dispute, or claim has been filed, brought, or made
in any of such courts.


 





22.           Construction.
This Agreement is the result of negotiations between the parties, and no party shall be deemed to be the drafter of this Agreement; accordingly,
this Agreement shall be interpreted and construed without any presumption or inference based upon or against the party causing this Agreement
to be prepared. The language of this Agreement shall in all cases be construed as a whole, according to its fair meaning and not strictly
for or against either party.





 


23.           Review
and Consultation. Executive acknowledges and agrees that: (a) he has read this Agreement in its entirety prior to executing the
agreement; (b) he understands the provisions and effects of this Agreement; (c) he has consulted with or had the opportunity to consult
with an attorney or other advisers as he has deemed appropriate in connection with the execution of this Agreement; (d) he has executed
this Agreement voluntarily and knowingly and that no promise, inducement or agreement, not expressed herein, has been made to his by
TTG; and (e) he has not received any advice, counsel or recommendation from TTG or its attorneys with respect to this Agreement and he
does not rely and has not relied upon any representation or statement by TTG or its agents or representatives, other than those expressly
contained in this Agreement.





 


24.           Section
Headings. Section headings are inserted into this Agreement for convenience only and shall not affect any construction or interpretation
of this Agreement.


 





25.           Reasonableness.
Executive agrees and acknowledges that the covenants, restrictions and obligations set forth in this Agreement are reasonable and necessary
to protect TTG. Executive agrees that the covenants, restrictions and obligations will not affect his ability to make a living and that
he will be fully able to earn an adequate livelihood for himself and any spouse, significant other or dependents, if any such provision
is specifically enforced against him. Accordingly, the restrictive covenants and obligations in Sections 12 and 13 shall be enforced
to the maximum extent allowed by law.


 





26.           Counterparts. This Agreement may be executed in any number of identical counterparts, each of which shall be deemed
a duplicate original but all of which shall constitute one and the same agreement. The parties agree that signatures transmitted by facsimile
or other electronic means are acceptable the same as original signatures for the execution of the Agreement.


 





27.           Miscellaneous.
Any change in Executive’s duties, responsibilities, title, position, compensation, or status, with TTG will not affect the
validity or enforceability of this Agreement, including the restrictive covenants in Sections 12 and 13.


 





28.           Return
of Property. Upon termination of Executive’s employment, Executive shall immediately return to TTG all Company documents
and property, including but not limited to Confidential Information, manuals, reports, files, memoranda, records, door and file keys,
passwords and access codes, and any other physical or tangible things that Executive received, prepared, or helped prepare in connection
with TTG or Executive’s employment. Upon request by TTG, TTG may require Executive to certify, in writing under the penalties for
perjury, that Executive has complied with this Section.


 





29.           Withholding Taxes. TTG may withhold from all payments due to Executive (or his beneficiary or estate) hereunder all
taxes that, by applicable federal, state, local or other law, TTG is required to withhold therefrom.


 





30.           Survival of Provisions. Any provision of this Agreement, which by terms or reasonable implication is to be or may be
performed or effective after the termination of the Agreement, shall be deemed to survive such termination, including but not limited
to the restrictive covenants in Sections 12 and 13.


 


 


 






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31.           Non-Disparagement.
At any time during or for a period of one (1) year after the termination of Executive’s employment with TTG, regardless
of the reason for the termination or however terminated, Executive agrees that he will not disparage TTG or its Affiliates, or its or
their business, services, owners, officers, directors, employees, or any dealings of any kind between Executive and TTG or any Affiliate,
to any third party. Furthermore, Executive agrees that he will not disparage any of TTG’s customers, vendors or suppliers, or any
other person or entity that does business with TTG, including any of its or their directors, officers, employees, owners and executives,
to any third party, or otherwise take any action which could reasonably be expected to adversely affect the personal, professional or
business reputation of those entities or persons. For purposes of this Agreement, “disparage” shall mean any degrading,
denigrating, belittling, insulting, defamatory, false, or misleading statement, whether written or oral, about those entities or persons,
its’ or their work product, or business operations.


 





32.           Notice to Future Employers. For the period of one (1) year immediately following the termination of Executive's employment
with TTG, Executive will inform each new employer, within 30 days of accepting employment, of the existence of this Agreement and provide
that employer with a copy of this Agreement. Executive further agrees that TTG may, if it so desires, send a copy of this Agreement to,
or otherwise make the provisions hereof known to, any such employer.


 





33.           Notices to Parties.For purposes of this Agreement, notices and all other communications provided for herein shall
be in writing and shall be deemed to have been given: (a) if delivered by overnight courier on the date of delivery, or (b) if mailed,
three business days after mailing if sent by U.S. first class mail. Any such notice shall be addressed as follows:


 





	
    If to Executive:

     

    
	
    James L. Evans

     

    11363 Leander Lane

     

    Indianapolis, Indiana 46236

    E-mail: jimevans@traditiontrans.com

     

    

	If to TTG:	
    Chief Executive Officer

     

    300 Growth Parkway

     

    Angola, Indiana 46703

    



 





or to such other address as either party
hereto may have furnished to the other party in writing in accordance herewith, except that notices of change of address shall be effective
only upon receipt.


 





34.           Section
409(A). It is intended that any severance payment that may be due under this Agreement will not cause a violation of Section
409(A) of the Internal Revenue Service Code. Thus, notwithstanding anything in this Agreement to the contrary, if any provision in this
Agreement or any severance payment would result in the imposition of an applicable tax under Section 409(A), that Agreement provision
or severance payment will be reformed to avoid imposition of the applicable Section 409(A) tax. If an amount is to be paid under this
Agreement in two or more installments, each installment shall be treated as a separate payment for purposes of Section 409(A).


 


35.           Disclaimer. Nothing in this Agreement shall be construed to prohibit Executive from reporting conduct to, providing
truthful information to, or participating in any investigation or proceeding brought or conducted by, any federal or state government
agency or self-regulatory organization.


 


 


 






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36.           Notice
of Rights Pursuant to Section 7 of the Defend Trade Secrets Act. Notwithstanding any provisions in this Agreement or any TTG
policy applicable to the unauthorized use or disclosure of trade secrets or confidential information, Executive is hereby notified
that, pursuant to Section 7 of the Defend Trade Secrets Act (DTSA), Executive cannot be held criminally or civilly liable under any
federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state, or local
government official, either directly or indirectly, or to an attorney; and (b) solely for the purpose of reporting or investigating
a suspected violation of law.  Executive also may not be held liable for such disclosures made in a complaint or other document
filed in a lawsuit or other proceeding, if such filing is made under seal.  In addition, individuals who file a lawsuit for
retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the
individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade
secret under seal and does not disclose the trade secret, except pursuant to court order.


 





37.           Trade Secrets. This Agreement supplements and does not supersede Executive’s obligations under all statutes and common
laws intended to protect the Company's trade secrets, including the Indiana Uniform Trade Secrets Act and the federal Defend Trade Secrets
Act.





 


IN WITNESS WHEREOF, the parties
have executed this Agreement to be effective as of the date written above.


 





TRADITION TRANSPORTATION GROUP, INC. 


 





 


	By: /s/ Timothy E. Evans                                                	 	Date: the 28th day of December 2022
	Printed Name: Timothy E. Evans	 	 
	Title: President & Chief Executive
Officer	 	 
	 	 	 
	 	 	 
	By: /s/ Joseph M. Davis                                                 	 	Date: the 28th day of December 2022
	Printed Name: Joseph M. Davis

	 	 
	Title: Chief Operating Officer

	 	 
	 	 	 
	 	 	 
	EXECUTIVE	 	 
	 	 	 
	/s/ James L. Evans                                                           	 	Date: the 28th day of December 2022
	Printed Name: James L. Evans

	 	 














 


 


 






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