Exhibit 4.5


 


DASEKE, INC.


 


PERFORMANCE STOCK UNIT AWARD AGREEMENT


 


This PERFORMANCE
STOCK UNIT AWARD AGREEMENT (this “Agreement”), is made as of April 23, 2020 between Daseke, Inc. (the
 “Company”), and Jason Bates (the “Participant”). The grant of the performance-based
restricted stock units (the “PSUs”) under Section 1 hereof is intended to qualify as an “employment
inducement grant” under NASDAQ Listing Rule 5635(c)(4). The PSUs are being granted outside of the Company’s 2017
Omnibus Incentive Plan, as amended and restated (the “Plan”), but shall be subject to certain terms and
conditions of the Plan as specified herein. Capitalized terms used herein but not defined shall have the meanings set forth
in the Plan. For the purposes of this Agreement, the “Grant Date” shall be April 20, 2020, the effective
date of that certain Employment Agreement, between the Company and the Participant (the “Employment
Agreement”).


 


Section
1.                  
Performance Stock Units (PSUs)


 


(a)               
Grant. Subject to the terms and conditions set forth in this Agreement, the Company hereby grants to the Participant,
as of the Grant Date, 388,500 PSUs, subject to such vesting, transfer and other restrictions and conditions as set forth in this
Agreement (the “Award”). Each PSU represents the right to receive one Share, subject to the terms and conditions
set forth in this Agreement.


 


(b)               
Plan. The Award is granted outside of the Plan; provided, however, that this Agreement shall
be administered by the Committee and is otherwise subject in all respects to the following terms and provisions of the Plan: Section 1;
Section 2; Section 3; Section 4(b); Section 4(d); Section 8; Section 9; Section 12; Section 13;
Section 14; Section 15; Section 16; and Section 17, all of which terms and provisions are incorporated herein
by reference as a part of this Agreement. In the event of any conflict between the terms of this Agreement and the Plan, this Agreement
shall control.


 


Section
2.                  
Vesting Requirements.


 


(a)               
Generally. Except as otherwise provided herein, the Award shall be subject to both time- and performance-based
vesting conditions and shall only be deemed fully vested and exercisable when it has both time vested and performance vested in
accordance with the terms hereof.


 


     (i)                
The Award shall time-vest with respect to the total number of PSUs subject to the Award on the third anniversary
of the Grant Date (the “Vesting Date”, and such three-year period following the Grant Date, the “Performance
Period”), subject to the Participant’s continuous service or employment with the Company or an Affiliate (“Service”)
from the Grant Date through the Vesting Date.


 


     (ii)              
In the event that the Fair Market Value of a Share equals or exceeds the “Hurdle Price” (as defined
below) for any twenty (20) trading days out of thirty (30) consecutive trading days during the Performance Period, the Award shall
performance-vest with respect to the percentage of PSUs set forth across from such Hurdle Price in the following “Performance
Vesting Schedule”:


 






     


     


    

 


	
        Performance
        Vesting Schedule

	
        Hurdle
        Price
	 	
        Percentage
        of PSUs Vested*

	$4.00	 	33.33%
	$6.00	 	33.33%
	$9.00	 	33.34%



 


*Any resultant fractional PSU shall not become vested and instead shall be subject to the next vesting hurdle.



 


(b)               
Change in Control - No Replacement Award. Notwithstanding Section 2(a)(i) hereof, upon the occurrence
of a Change in Control, except to the extent that a Replacement Award (as such award is defined and determined under Section 13
of the Plan) is provided to the Participant in connection with the Change in Control to replace or adjust this outstanding Award,
100% of any then unvested PSUs granted hereunder shall immediately become time-vested; provided that the Participant remains
in continuous Service from the Grant Date through the occurrence of the Change in Control.


 


(c)               
Termination of Service Without Cause; Resignation for Good Reason; or Termination of Service Due to Death or
Disability. Notwithstanding Section 2(a)(i) hereof, in the event of the Participant’s termination of Service
(x) by the Company without Cause pursuant to that certain Employment Agreement, (y) by the Participant’s resignation for
Good Reason, or (z) due to the Participant’s death or Disability, the time-based vesting conditions related to these PSUs
shall be deemed to be satisfied as of the date of the Participant’s termination of employment and the achievement of all
relevant performance goals shall be determined by the actual level achievement of those goals, as determined in good faith by
the Compensation Committee at the time of Employee’s termination, measured against the attainment toward the Hurdle Prices
applicable to this PSU. Notwithstanding the foregoing, the Participant’s eligibility and entitlement to acceleration of
vesting described under this Section 2(c) is dependent upon the satisfaction of all conditions to receipt of severance
consideration pursuant to Section 6(f) of the Employment Agreement. For purposes of this Agreement, “Cause”
and “Good Reason” shall have the meanings set forth in the Employment Agreement.


 


(d)               
 Other Terminations of Service. Upon the occurrence of a termination of the Participant’s Service for
any reason other than as contemplated by Section 2(b) and Section 2(c) hereof, all outstanding and unvested PSUs
shall immediately be forfeited and cancelled, and the Participant shall not be entitled to any compensation or other amount with
respect thereto. Notwithstanding anything to the contrary herein, upon a termination of the Participant’s Service for Cause,
all PSUs, whether vested or unvested, shall immediately be forfeited and cancelled, and the Participant shall not be entitled to
any compensation or other amount with respect thereto.


 


Section
3.                  
Settlement. As soon as reasonably practicable following the Vesting Date, termination of service, or the
occurrence of the Change in Control that does not include the receipt of any Replacement Award by the Participant, as applicable
(and in any event within 60 days following the Vesting Date, termination of service, or the occurrence of the Change in Control
that does not include the receipt of any Replacement Award by the Participant, as applicable), any PSUs that become vested and
non-forfeitable pursuant to Section 2 hereof shall be paid by the Company delivering to the Participant a number of Shares
equal to the number of such PSUs.


 


Section
4.                   Restrictions
on Transfer. No PSUs (nor any interest therein) may be sold, assigned, alienated, pledged, attached or otherwise
transferred or encumbered by the Participant other than by will or by the laws of descent and distribution, and any such
purported sale, assignment, alienation, pledge, attachment, transfer or encumbrance shall be void and unenforceable against
the Company or any Affiliate; provided that the designation of a beneficiary shall not constitute a sale, assignment,
alienation, pledge, attachment, transfer or encumbrance. Notwithstanding the foregoing, at the discretion of the Committee,
PSUs may be transferred by the Participant solely to the Participant’s spouse, siblings, parents, children and
grandchildren or trusts for the benefit of such persons or partnerships, corporations, limited liability companies or other
entities owned solely by such persons, including, but not limited to, trusts for such persons.


 






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Section
5.                  
Adjustments. The Award granted hereunder shall be subject to the adjustment as provided in Section 4(b) of
the Plan.


 


Section
6.                  
No Right of Continued Service. Nothing in the Plan or this Agreement shall confer upon the Participant any
right to continued Service.


 


Section
7.                  
Tax Withholding. Unless determined otherwise by the Committee, the Company shall withhold from the Shares
to be issued to the Participant pursuant to Section 3 hereof the number of Shares (and any amount of cash) determined at
up to the maximum allowable rate in the Participant’s relevant tax jurisdiction on the Shares’ Fair Market Value at
the time such determination is made.


 


Section
8.                  
No Voting Rights as a Stockholder; Rights to Dividends or Other Distributions. The Participant shall not
have any voting privileges of a stockholder of the Company with respect to the Award unless and until Shares underlying the PSUs
are delivered to the Participant in accordance with Section 3 hereof.


 


Section
9.                  
Clawback. The Award shall be subject to recoupment in accordance with any existing clawback policy or clawback
policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association
on which the Company’s securities are listed or as is otherwise required by applicable law. In addition, the Board may impose
such other clawback, recovery or recoupment provisions as the Board determines necessary or appropriate, including but not limited
to a reacquisition right in respect of previously acquired Shares or other cash or property upon the occurrence of Cause. The
implementation of any clawback policy shall not be deemed a triggering event for purposes of any definition of “constructive
termination.”


 


Section
10.              
Amendment and Termination. Subject to Section 12 of the Plan, any amendment to this Agreement shall be in
writing and signed by the parties hereto. Notwithstanding the immediately-preceding sentence, subject Section 12 of the Plan,
the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate,
this Agreement and/or the Award; provided that, subject to Section 12 of the Plan, any such waiver, amendment, alteration,
suspension, discontinuance, cancellation or termination that would materially impair the rights of the Participant or any holder
or beneficiary of the Award shall not be effective without the written consent of the Participant, holder or beneficiary.


 


Section
11.              
Securities Law Requirements. Notwithstanding any other provision of this Agreement, the Company shall have
no liability to make any distribution of Shares under this Agreement unless such delivery or distribution would comply with all
applicable laws. In particular, no Shares shall be delivered to a Participant unless, at the time of delivery, the shares qualify
for exemption from, or are registered pursuant to, applicable federal and state securities laws.


 


Section
12.               Construction.
The Participant hereby acknowledges that a copy of the Plan has been delivered to the Participant and accepts the Award
hereunder subject to all terms and provisions of this Agreement. The construction of and decisions under this Agreement are
vested in the Committee, whose determinations shall be final, conclusive and binding upon the Participant.


 






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Section
13.              
Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of
Delaware, without giving effect to the choice of law principles thereof.


 


Section
14.              
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original
but all of which together shall constitute one and the same instrument.


 


Section
15.              
Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their
respective heirs, executors, administrators, successors and assigns.


 


Section
16.              
Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the
subject matter hereof and thereof.


 


[SIGNATURES ON FOLLOWING PAGE]


 






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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the Grant Date.


 


	 	DASEKE, INC.
	 	By:	 
	 	Name:  	Chris Easter
	 	Title:	CEO
	 	 	 
	 	PARTICIPANT
	 	 
	 	Participant’s
    Signature              Date
	 	Name:	 Jason Bates
	 	Address: