**Exhibit 10.53**

**Separation Agreement and Release of Claims**

This Separation Agreement (the “Agreement”) is executed and delivered on December 10, 2009, by and between Pacer International, Inc. and Michael E. Uremovich (“you”) and memorializes our mutual agreement andunderstanding in connection with the termination of your employment with Pacer International, Inc. (“Pacer”), and its Affiliates (as defined in Section 19 below) (collectively, the “Company”) and release ofclaims as noted below. Accordingly, in consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Pacer and you,intending to be legally bound, hereby agree as follows: 

1. Termination of Employment. This Agreement shall constitutethe parties’ acknowledgment of the termination of your employment with Pacer and its Affiliates, including any and all positions held by you as a director or officer of Pacer or any of its Affiliates and any and all positions held by you asadministrator, trustee or other fiduciary of any employee benefit plan or related trust maintained or created by or on behalf of Pacer or any of its Affiliates, in all cases effective as of December 15, 2009 (the “TerminationDate”). Upon the earlier to occur of (i) the Termination Date and (ii) the effectiveness of this Agreement, Pacer shall pay to you (a) any earned and unpaid portion of your base salary computed on a per diem basis through theTermination Date, (b) a lump sum severance allowance equal to 21 days’ base salary, (c) a lump sum for all accrued but unused vacation and personal leave, and (d) reimbursement for any expenses incurred on or before theTermination Date for which you have not already been reimbursed, in accordance with the Company’s travel and entertainment policy. You agree that you shall not have any authority to act or communicate on behalf of the Company at any timehereafter, absent explicit written authority to do so from the Company’s Chief Executive Officer or General Counsel. 

2.Consulting Services; Relocation. 

(a) For the period commencing on January 1, 2010, and endingDecember 31, 2012 (the “Consulting Period”), you agree to provide to the Company, either directly or indirectly through an entity controlled by you (the “Consulting Firm”) as you may designate to the Company atany time and from time to time during the Consulting Period, such consulting services as the Company may reasonably request, which may include (i) assisting with strategic planning and competitive intelligence, (ii) providing informationregarding Company history, and (iii) providing information on Company matters relating to Company activity during your employment with the Company, provided that you shall not be required to devote more than thirty (30) full days per yearto providing such consulting services to the Company. In consideration for your execution of this Agreement and your agreement to provide and your performance of the consulting services, the Company will pay you or the Consulting Firm (as designatedby you as aforesaid) an annual fee of $240,000.00 (the “Consulting Fee”), payable in

 

1 

quarterly installments within the first thirty (30) days of each quarter occurring during the Consulting Period. Notwithstanding the foregoing, the Company shall not be required to pay theConsulting Fee in the event you or the Consulting Firm are in breach of any material provision of this Agreement or engage in or threaten to engage in any activity or conduct proscribed by Section 7 or 8 of this Agreement, and the Company shallhave the right to terminate the Consulting Period before December 31 2012, if you or the Consulting Firm engage in any incurable breach or fail to remedy any breach and cease any proscribed activity or conduct within fifteen (15) days ofthe Company’s written notice thereof. In consideration of your agreement hereunder to provide such services, if you die before the end of the Consulting Period, your heirs, beneficiaries or estate, as their respective interests may appear (butwithout duplication), shall be entitled to receive or continue to receive the unpaid portion of the Consulting Fee through the end of the Consulting Period. 

(b) During the Consulting Period, you and the Consulting Firm (i) will be acting as independent contractors to theCompany and will have no authority to act for or bind the Company in any way and will not represent otherwise to any Person, and (ii) shall be responsible for, and shall indemnify, defend and hold the Company harmless from and against, allfederal, state and local income, employment, social security and other similar taxes and levies imposed on or payable by you or the Consulting Firm on or with respect to receipt of the Consulting Fee payable hereunder. 

(c) During the Consulting Period, as provided in and consistent with the applicable restricted stock award agreement, youraward of restricted stock of 100,000 shares of Pacer’s common stock granted under Pacer’s 2006 Long Term Incentive Plan will vest in an additional 25% installment of 25,000 shares on June 1, 2010 (and will remain subject toaccelerated vesting in the event of a Change in Control (as defined in the 2006 Long Term Incentive Plan) prior to June 1, 2010, as provided in and subject to the terms of the 2006 Long Term Incentive Plan and the applicable restricted stockaward agreement). In addition, upon the occurrence of a Change in Control (as defined in the 2006 Long Term Incentive Plan) at any time during the Consulting Period, the Company shall pay you in a single lump sum in advance the unpaid portion of theConsulting Fee for the balance of the Consulting Period following such Change in Control. 

(d) In furtheranceof the consulting services, the Company shall provide you or the Consulting Firm with the laptop computer and Blackberry you used while employed by the Company, but without access to the Company’s system and without any Company confidentialinformation. 

(e) You acknowledge and agree that you are not entitled to any incentive, performance or otherbonus award or amounts with respect to your employment or consulting services to the Company and waive and release any claims with respect thereto. 

(f) Upon the expiration of the Consulting Period, neither you nor your heirs, beneficiaries or estate shall have any further rights in connection with your employment or consulting relationship with theCompany or under this Agreement or any

 

2 

other agreement, arrangement or understanding, whether written or oral, with the Company or any claims against Pacer or any of its Affiliates (including its and their shareholders, directors,officers, employees, attorneys or agents, as well as their successors and assigns) arising out of or relating to this Agreement or otherwise, except the right to receive the following payments and benefits, within 30 days after the effective date ofsuch expiration: 

(i) the unpaid portion of the Consulting Fee provided for in Section 2(a); and

(ii) reimbursement for any reasonable business expenses incurred by you with the Company’s prior, writtenapproval before the expiration date of the Consulting Period and with respect to which you shall not have theretofore been reimbursed. 

(g) Relocation. On or prior to January 31, 2010, you will vacate the Ohio apartment provided to you by the Company and the Company shall pay directly or reimburse you for up to $1,500 in costsand expenses incurred by you associated with moving your personal property and effects from the Ohio apartment to your Virginia residence, and thereafter the Company shall be solely responsible for any furnishings remaining in the Ohio apartment.

3. Release. 

(a) For and in consideration of the covenants and agreements of the Company in this Agreement, as well as for other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, and as a material inducement to the Company to enter into this Agreement, you hereby knowingly and voluntarily release, acquit and forever discharge Pacer and its Affiliates and each of their respective shareholders, predecessors,successors, assigns, agents, directors, officers, employees, attorneys, representatives and Affiliates, and all Persons (as defined in Section 19) acting by, through, under or in concert with any of them (collectively, the“Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses of any naturewhatsoever, known or unknown, suspected or unsuspected, which, from the beginning of time up to and including the date of this Agreement, exist, have existed or may hereafter exist or arise, based on facts occurring on or prior to the date hereof,in connection with the letter offering employment, any employment agreement, including the Employment Agreement dated as of October 1, 2003, between you and Pacer, including all amendments thereto and the letter dated February 19, 2008regarding enhanced severance after a change in control (collectively, the “Employment Agreement”), and Company severance policy, any stock options, and other equity incentives granted to you, any bonus plans or awards, youremployment or the termination of your employment with Pacer or any of its Affiliates, which you or any of your heirs, executors, administrators, legal representatives, successors-in-interest and/or assigns ever had, now have or at any time hereaftermay have, own or hold against any of the Releasees (collectively, the “Released Claims”); provided, however, that the

 

3 

Released Claims do not include rights that cannot by law be released by private agreement or any of your rights or claims, whenever arising, to be indemnified by Pacer or any of its Affiliatesunder and to the extent of the applicable terms and provisions of Pacer’s or such affiliate’s charter, certificate or articles of incorporation, or by-laws. 

(b) By executing this Agreement, (i) you hereby waive all Released Claims against the Releasees arising under foreign,federal, state, provincial and local laws, including but not limited to any laws relating to securities, contracts, torts, labor, employment, civil rights, anti-discrimination and other laws and any other restrictions on Pacer’s and itsAffiliates’ rights with respect to the termination, for whatever reason, of the employment of its employees, including the Age Discrimination in Employment Act, the Americans With Disabilities Act and Title VII of the Civil Rights Act (and anystate or local analogs thereto), as well as any right that you may have ever had or may now have to commence a Released Claim against the Releasees involving any matter arising out of or relating to your employment relationship with Pacer or any ofits Affiliates, any letter offering employment to you, the Employment Agreement, or the termination of your employment; (ii) you hereby represent that you have not transferred or assigned to any other person any of the Released Claims; and(iii) you further covenant and agree not to bring or knowingly participate in any Released Claim or to encourage or permit any such Released Claim to be filed by any other Person on your behalf. Notwithstanding the foregoing, nothing in thisAgreement precludes you from (A) filing a charge, including a challenge to the validity of this Agreement, with the Equal Employment Opportunity Commission (“EEOC”) or comparable state or municipal fair employment agency or theNational Labor Relations Board (“NLRB”) or (B) participating in any investigation or proceeding conducted by the EEOC or such state or municipal agency or the NLRB or (C) enforcing this Agreement. Nevertheless, through theexecution of this Agreement, you acknowledge and agree that you have waived the right to recover on any claims in any legal proceeding brought by you or on your behalf, other than a claim to enforce this Agreement. This provision shall not beenforced to the extent it would be inconsistent with federal regulations regarding the ADEA and Older Workers Benefit Protection Act. In the event of a successful challenge by you to the waiver related to a federal claim of age discrimination inthis Agreement, and success on the merits of such a federal age discrimination claim, a federal court may order that the monies paid to you pursuant to this Agreement be repaid or setoff against any recovery but only up to the amount of any recoveryby you. 

(c) You fully understand that, if any fact with respect to any matter covered by this Agreement isfound after the execution of this Agreement to be other than or different from the facts now believed by you to be true, you expressly accept and assume that this Agreement and all releases and waivers herein shall be and remain effective,notwithstanding such difference in facts. 

(d) Neither this Agreement, nor the consideration provided under it,nor compliance with it shall be construed as an admission by Pacer, its Affiliates or by you of any liability or violation of any law, statute, duty, contract, covenant or order. 

 

4 

4. ADEA Waiver, Waiting and Revocation Periods. 

(a) You expressly acknowledge that (i) you have been advised and instructed that you have the right to consult anattorney and that you should review the terms of this Agreement with counsel of your own selection; (ii) you have been advised that your waiver and release does not apply to any rights or claims for age discrimination that may arise after theexecution date of this Agreement; (iii) you have been advised that you have up to twenty-one (21) days within which to consider the terms of this Agreement and seven (7) days thereafter to revoke your signature as set forth below;(iv) you have had ample time to study this Agreement and to consult with an attorney, (v) you have carefully read and fully understand all of the terms of this Agreement and are fully aware of the Agreement’s contents and legaleffects, if and to the extent it may apply; (vi) you execute this Agreement voluntarily, without coercion or duress, and of your own free will, (vii) you understand that you are, through this Agreement, releasing the Releasees (as definedin Section 3(a) above) from any and all claims you may have against the Releasees, and (viii) you understand that this Agreement is final and binding. You expressly acknowledge and agree that this Agreement constitutes a knowing andvoluntary waiver of rights under the Older Workers Benefit Protection Act. You understand that by signing this Agreement prior to the expiration of twenty-one (21) days, you waive your right to consider the Agreement for the entire twenty-one(21) day period. 

(b) You understand and agree that this Agreement is revocable by youfor seven (7) days following your execution and submission of this Agreement to the Company as prescribed in Section 16 below and that this Agreement shall not become effective or enforceable until that period has expired withoutrevocation. This Agreement automatically becomes enforceable and effective on the eighth (8th) day after you sign and submit this Agreement to the Company as prescribed in Section 16 below. This Agreement may be revoked by you by a writing sent to the Company at the address specified inSection 16, by certified mail post-marked no later than the seventh (7th) day after the Agreement is signed by you (unless that day is a Sunday or a holiday, in which event the period is extended to the next day there is mail service) or delivered to such address by theend of the seventh day following the signing and submission to the Company of this Agreement. 

5. Company Property. Youhereby represent and agree that, on or prior to the Termination Date or as promptly thereafter as practicable, you will surrender to the Company all handbooks, manuals, keys, badges, computers (except any computer that the Company permits you toretain in order to perform the Consulting Services), cell phones (except any cell phone that the Company permits you to retain in order to perform the Consulting Services), printers, access cards, credit cards and charge cards of or belonging to orissued in the name of the Company, all membership cards for memberships maintained by or in the name of the Company, all passwords, access codes, all Confidential Information (as defined in Section 7(b)), all documents, records, and files(including all copies thereof, regardless of the form or media in which the same exist or are stored) in your possession and belonging or relating to the Company, and any other personal property in your possession belonging to the Company. If theCompany allows

 

5 

you to retain any such cards, equipment or property after the Termination Date to facilitate your provision of the consulting services, you agree that, on or prior to the expiration of theConsulting Period, you will surrender all such cards, equipment and property to the Company, unless otherwise agreed by an authorized representative of the Company. The foregoing requirements shall be in addition to, and not by way of limitation of,any other provision of this Agreement. 

6. Nondisclosure of Provisions. Except as otherwise compelled by legal orjudicial process, you will maintain the confidentiality of, and you will not disclose to any Person, any of the terms or provisions of this Agreement, except for such disclosures (i) to the Equal Employment Opportunity Commission or comparablestate or municipal fair employment agency or (ii) to your attorney, accountant, tax preparer or other professional financial or legal adviser, or other legal representative, in each case who is in a confidential relationship with you and hasbeen advised of your obligations hereunder and whom you shall cause to comply with this nondisclosure provision, in each case only on a need-to-know basis in connection with such Person’s services rendered to you or on your behalf. 

7. Confidential Information. 

(a) From and after the date hereof, you shall not at any time use or disclose, divulge, furnish or make accessible to any Person any Confidential Information (as defined in Section 7(b)) heretoforeacquired or acquired during your employment by or consulting for the Company for any reason or purpose whatsoever (provided that nothing contained herein shall be deemed to prohibit or restrict your right or ability to disclose, divulge, furnish ormake accessible any Confidential Information (i) to any officer, director, employee, Affiliate or representative of the Company, (ii) to any other Person as required by the Company in writing in connection with the performance of yourduties under and in compliance with this Agreement, or (iii) as required by law or judicial process after giving the Company prompt notice of receipt of any such legal or judicial requirement and reasonable opportunity to seek a protectiveorder in respect thereof), nor shall you at any time make or allow use of any Confidential Information for your own purposes or benefit or for the purposes or benefit of any other Person except Pacer and its Affiliates. The foregoing obligations arein addition to, and do not replace or modify your common law duties owed to Pacer, nor do they replace or modify Pacer’s common law and criminal law rights. Further, these rights and obligations, as well as your duty to return Pacer property,are binding whether or not you sign this Agreement. 

(b) For purposes of this Agreement, the term“Confidential Information” means (i) the Intellectual Property Rights (as hereinafter defined) of the Company and (ii) all other information of a proprietary or confidential nature relating to the Company, or the businessor assets of the Company, including: books and records; agent and independent contractor lists and related information; customer lists and related information; vendor lists and related information; supplier lists and related information; employeeand personnel lists, policies and related information; contract terms and conditions (including those with customers, suppliers, vendors, independent contractors and agents, and present and former employees); terms and conditions of permits, orders,

 

6 

judgments and decrees; wholesale, retail and distribution channels; information concerning potential transactions involving the Company, including potential counterparties; pricing information,cost information, and pricing and cost structures and strategies; marketing, product development and business development plans and strategies; management reports; financial statements, reports, schedules and other information; accounting policies,practices and related information; business plans, strategic plans, transactions, considerations and initiatives, forecasts, budgets and projections; and shareholder, board of directors and committee meeting minutes and related information, in eachof the foregoing cases irrespective of whether the same exists or appears in written, electronic or any other form; provided, however, that Confidential Information shall not include (A) information that is generally available tothe public on the date hereof, or which becomes generally available to the public after the date hereof without action or omission by you in breach or violation of this Agreement, or (B) information that you receive from a Person other thanPacer or any of its Affiliates who does not have any obligation to Pacer or any of its Affiliates to keep such information confidential and which you do not know (or reasonably could not have known) is confidential to the Company. 

(c) As used herein, the term “Intellectual Property Rights” means all industrial and intellectual propertyrights, including the following (whether patentable or not): patents, patent applications, and patent rights; trademarks, trademark applications, trade names; service marks and service mark applications; trade dress, logos and designs, and thegoodwill associated with the foregoing; copyrights and copyright applications; certificates of public convenience and necessity, franchises and licenses; trade secrets, know-how, proprietary processes and formulae, inventions, improvements,software, devices and discoveries; development tools; marketing materials; instructions; Confidential Information; and all documentation and media constituting, describing or relating to the foregoing, including manuals, memoranda and records.

8. Noncompetition Covenant; Standstill. 

(a) You acknowledge and agree that you have received from the Company significant and substantial benefits from youremployment with the Company, including the remuneration, compensation and other consideration inuring to your benefit, as well as introductions to, personal experience with, training in and knowledge of Pacer and its Affiliates, the industries inwhich they engage, and Persons with whom they conduct business and will continue to receive benefits from your consulting relationship with the Company. Accordingly, in consideration of the foregoing, and the payments made and to be made to you inconnection with your employment and consulting relationship with the Company and under this Agreement and to protect the Company’s business interests, including goodwill and confidentiality, you agree that neither you, the ConsultingFirm nor any of its or your Affiliates will from the Termination Date until December 31, 2012 (the “Non-Competition Period”), for any reason, directly or indirectly: 

(i) in any city or county in any state or province of the United States, Canada or Mexico where Pacer or any of itsAffiliates conducts business during the Non-Competition Period, directly or indirectly engage or

 

7 

participate in any Competing Business (as defined in Section 8(b) below) (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or inany other manner, or capacity, including by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business; 

(ii) deal, directly or indirectly, with any customers, vendors, agents or contractors doing or proposing to do business withPacer or any of its Affiliates, or with any officer, director, employee of Pacer or any of its Affiliates, in each case in any manner that is or could reasonably be expected to be competitive with Pacer or any of its Affiliates; 

(iii) take any action to solicit, encourage or induce any customer, vendor, agent or contractor doing business with Pacer orany of its Affiliates, or any officer, director, employee or agent of Pacer or any of its Affiliates to terminate or alter in any manner adverse to Pacer and its Affiliates his or its business, commercial, employment, agency or other relationshipwith Pacer or such Affiliate (including any action to do business or attempt to do business with, or to hire, retain, engage or employ or attempt to hire, retain, engage or employ, any customer, vendor, agent or contractor, or any officer, directoror employee, of Pacer or any of its Affiliates); or 

(iv) engage in or participate in, directly or indirectly,any business conducted under any name that shall be the same as or similar to the name of Pacer or any of its Affiliates or any trade name used by any of them. 

Ownership by you for investment purposes only of less than 2% of the outstanding shares of capital stock or class of debt securities of any Person with one or more classes of its capital stock listed on anational securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. 

(b) As used herein, the term “Competing Business” means any transportation or other business that Pacer or any of its Affiliates has engaged in at any time during the Employment Period inany city or county in any country, state or province of the United States, Canada or Mexico, including any such business directly or indirectly engaged in providing any of the following: 

(i) intermodal marketing or rail or intermodal brokerage services (whether in connection with domestic or internationalshipments or customers); 

(ii) highway brokerage services, including full trailer load, less than trailer load,trailer fleet management and depot operations services; 

(iii) international freight transportation services,including ocean forwarding, custom house brokerage, ocean carrier services (including NVOCC operations), import/export air forwarding services, and special project services; 

 

8 

(iv) port and rail depot cartage services (whether in connection withdomestic or international shipments or customers) and other full truckload and less-than-truckload motor carrier services; 

(v) third party warehouse, cross dock, consolidation, deconsolidation, distribution and other freight handling services; 

(vi) transportation management services provided to third party customers, including supply chain and traffic managementservices, carrier rate and contract management services, logistics optimization planning, and vendor bid optimization; and 

(vii) intermodal rail equipment (including double-stack rail car, container and chassis) supply and management services, including doublestack transportation services. 

Notwithstanding the foregoing provisions of paragraphs 8(a) and 8(b) hereof, but subject to the other provisions of this Agreement includingspecifically but without limitation paragraphs 7 and 8(c) hereof, you may provide bona fide transportation-related consulting services as an independent contractor on a temporary and part-time assignment or project (as opposed to full-time,permanent or long-term basis) to third parties other than the following and their affiliates (unless otherwise consented to in writing by Pacer referencing this Agreement): (A) any North American Class I railroad (including Kansas CitySouthern); (B) J.B. Hunt Transport Services, Inc.; (C) Schneider National, Inc.; (D) Swift Transportation, Inc.; (E) Hub Group, Inc.; and (F) APL Limited. 

(c) You covenant and agree further that, through the end of the Non-Competition Period, you will not, directly or indirectly,alone or in concert with others, unless invited in writing to do so by Pacer: (i) acquire, offer or propose to acquire, or agree or seek to acquire, by purchase or otherwise, ownership (including, but not limited to, beneficial ownership asdefined in Rule 13d-3 under the Securities Exchange Act of 1934, amended (the “Exchange Act”) of any securities or direct or indirect rights or options or warrants to acquire any securities or enter into any swap or otherderivatives arrangement pursuant to which you acquire, in whole or in part, the economic consequences of the ownership of, securities of Pacer or any of its Affiliates or of any successor to or person in control of the Pacer or any of itsAffiliates, or any assets of Pacer or any of its Affiliates or any division thereof or of any such successor or controlling person; (ii) enter into or agree, offer, propose or seek to enter into, or otherwise be involved in or part of, anyacquisition transaction, merger, restructuring, recapitalization, consolidation or other business combination or liquidation or tender or exchange offer relating to all or part of Pacer or any of its Affiliates or any acquisition transaction for allor part of the assets of Pacer or any of its Affiliates or any of their businesses; (iii) make, or in any way participate in, any “solicitation” of “proxies” (as such terms are defined under Regulation 14A under the ExchangeAct) to vote, or seek to

 

9 

advise or influence any person or entity with respect to the voting of, or giving of consents with respect to, any voting securities of Pacer or any of its Affiliates; (iv) form, join or inany way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act and the rules and regulations thereunder) with respect to any voting securities of Pacer or any of its Affiliates; (v) seek, propose orotherwise act alone or in concert with others, to influence or control the management, board of directors or policies of Pacer or any of its Affiliates; (vi) provide information, consult, provide advice or enter into any discussions,negotiations, arrangements or understandings with respect to any of the foregoing activities or propose any of such activities to any other Person; (vii) advise, assist, encourage, act as a financing source for or otherwise invest in any otherPerson in connection with any of the foregoing activities; (viii) request or propose waiver or amendment to the provisions of this Agreement; (ix) seek or offer to effect any proposal or other statement inconsistent with the terms of thisAgreement; (x) instigate, encourage or assist any Person to do any of the foregoing; or (xi) disclose any intention, plan or arrangement inconsistent with any of the foregoing. 

9. Non-Disparagement. You will not make any public or private statement or take any action that is, or that is intended to be,slanderous, libelous, derogatory, harmful, damaging, detrimental or otherwise adverse to Pacer or its Affiliates or their respective officers, directors or employees, or their respective businesses, operations, prospects, affairs, or reputationsamong their respective customers, vendors, lenders, investors, analysts, competitors, employees, agents, consultants, contractors and representatives; provided, however, that the foregoing is not intended to limit your ability toanswer truthfully any questions of fact (as opposed to questions as to your opinion or belief) that may be put to you under oath in any litigation, arbitration or governmental investigative proceeding. 

10. Transition and Litigation Assistance. If and as requested by Pacer, you agree to cooperate with the Company in connection withthe transition of any matters on which you were working to other personnel within the Company, and you will furnish such information and assistance to the Company as the Company may reasonably require in connection with any issue, claim orlitigation in which the Company may be involved. Any such cooperation and assistance that is requested after the expiration or termination of the Consulting Period shall be provided at the expense of the Company (including, for the time involvedafter expiration or termination of the Consulting Period, a reasonable payment based on your per diem earnings on the Termination Date and to the extent that you can render such assistance without materially adversely affecting your other businessobligations to your employer or other third parties). 

11. Remedies. You acknowledge and agree that the provisions ofthis Agreement (including Sections 6 through 10 inclusive) are of a special and unique nature, the loss of which cannot be adequately compensated for in damages by an action at law, and that the breach or threatened breach of any of these provisionswould cause the Company irreparable harm. Accordingly, you agree that in the event of a breach or threatened breach of any of the covenants contained in this Agreement (including Sections 6 through 10 inclusive), the Company shall be entitled to(1) immediate relief enjoining such breach or threatened breach in any court or before any judicial body having jurisdiction over

 

10 

such a claim, and you waive any requirement that the Company post a bond or other security or prove that monetary damages are inadequate, and (2) a refund of any payment to you made afterthe date that such threatened or actual breach commenced. All rights and remedies provided for in this Agreement are cumulative, are in addition to any other rights and remedies provided for by law, and may, to the extent permitted by law, beexercised concurrently or separately. The exercise of any one right or remedy shall not be deemed to be an election of such right or remedy or to preclude the exercise or pursuit of any other right or remedy. 

12. Severability. It is the desire and intent of the parties that the provisions of this Agreement shall be enforced to the fullestextent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any provision of this Agreement is determined to be partially or wholly invalid, illegal or unenforceable in anyjurisdiction, then such provision shall, as to such jurisdiction, be modified or restricted to the extent necessary to make such provision valid, binding and enforceable, or if such provision cannot be so modified or restricted, then such provisionshall, as to such jurisdiction, be deemed to be excised from this Agreement; provided, however, that the legality, binding effect and enforceability of the remaining provisions of this Agreement, to the extent the economic benefitsconferred on the parties by virtue of this Agreement remain substantially unimpaired, shall not be affected or impaired in any manner, and any such invalidity, illegality or unenforceability with respect to such provisions shall not invalidate orrender unenforceable such provision in any other jurisdiction. 

13. Expenses; Taxes. Each party hereto shall bear hisor its own expenses incurred in connection with this Agreement (including legal, accounting and any other third party fees, costs and expenses and all federal, state, local and other taxes and related charges incurred by such party). All referencesherein to remuneration, compensation and other consideration payable by Pacer or any of its Affiliates hereunder to or for the benefit of you or your heirs, representatives, or estate are to the gross amounts thereof before reductions, set-off, ordeduction for taxes and other charges referred to below, and all such remuneration, compensation and other consideration shall be paid net of and after reduction, set-off and deduction for any lawfully required amounts. 

14. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the domestic laws of the Stateof Ohio applicable to contracts made and to be wholly performed in such State, without giving effect to any choice or conflict of law provision or rule (whether of the State of Ohio or any other jurisdiction) that would cause the application of thelaws of any jurisdiction other than the State of Ohio. 

15. Binding Effect. The terms and provisions of this Agreementshall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, representatives, heirs and estates, as applicable. This Agreement shall not be assignable by you without the prior written consent ofPacer (acting with approval of its Board of Directors). Except as expressly provided in this Agreement, this Agreement shall not confer any rights or remedies upon any Person other than the parties hereto and their respective successors, permittedassigns, representatives, heirs and estates, as applicable. 

 

11 

16. Notices. (a) All notices or other communications pursuant to this Agreementshall be in writing and shall be deemed to be sufficient if delivered personally, sent by nationally-recognized, overnight courier or mailed by registered or certified mail (return receipt requested), postage prepaid, to the parties at the followingaddresses (or at such other address for a party as shall be specified by like notice): 

if to the Company, to: 

Pacer International, Inc. 

One Independent Drive, Suite 1250 

Jacksonville, FL 32202 

Attention: General Counsel 

if to you, to your last address shown in the Company’s personnel records: 

(b) All such noticesand other communications shall be deemed to have been given and received (i) in the case of personal delivery, on the date of such delivery, (ii) in the case of delivery by nationally-recognized, overnight courier, on the next business daywhere sent following dispatch, and (iii) in the case of mailing, on the third business day where sent next following such mailing. In this Agreement, the term “business day” means, as to any location, any day that is not aSaturday, a Sunday or a day on which banking institutions in such location are authorized or required to be closed. 

17.Entire Agreement; Amendment and Waiver. This Agreement embodies the entire agreement and understanding by and between the parties hereto with respect to the subject matter hereof and supersedes and preempts any and all prior andcontemporaneous understandings, agreements, arrangements, representations or communications (whether written or oral) by or between the parties relating to the subject matter hereof. Other than this Agreement and your restricted stock agreement andoption agreement, there are no other understandings, agreements, arrangements, representations or communications continuing in effect relating to the subject matter hereof. You are not signing this Agreement in reliance upon any promise,representation or warranty not expressly contained in this Agreement. Any oral representations regarding this Agreement shall have no force or effect. No waiver, amendment or modification of any provision of this Agreement shall be effective unlessin writing and signed by each party hereto. No failure or delay by any party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof or of any other right, power or remedy. The waiver by any party hereto of abreach 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 such other party. 

18. Counterparts and Facsimile or Imaged Execution. This Agreement may be executed in two or more counterparts, and each such counterpart shall be an original instrument, but all such counterpartstaken together shall be considered one and the same

 

12 

agreement, effective when one or more counterparts have been signed by each party and delivered to the other parties, it being understood that all parties need not sign the same counterpart. Anysigned counterpart delivered by facsimile or imaged document shall be deemed for all purposes to constitute such party’s good and valid execution and delivery of this Agreement. 

19. Other Construction and Interpretation Provisions. The use in this Agreement of the term “including” means“including, without limitation.” The words “herein”, “hereof”, “hereunder”, “hereby”, “hereto”, “hereinafter”, and other words of similar import refer to this Agreement as awhole, and not to any particular article, section, subsection, paragraph, subparagraph or clause contained in this Agreement. All references to articles, sections, subsections, clauses, paragraphs, schedules and attachments mean such provisions ofthis Agreement, except where otherwise stated. The section headings in this Agreement are for convenience only and shall not control or affect the meaning of any provision of this Agreement. The use herein of the masculine, feminine or neuter formsshall also denote the other forms, as in each case the context may require. If, and wherever, specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit orrestrict in any manner the construction of the general statement to which it relates. The language used in this Agreement has been chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against anyparty. Unless otherwise provided herein, the measure of one month or year for purposes of this Agreement shall be that date of the following month or year corresponding to the starting date, except that, if no corresponding date exists, the measureshall be the next day of the following month or year (e.g., one month following February 8 is March 8, and one month following March 31 is May 1). The term “Affiliate” means, with respect to any Person,any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with such Person, where “control” means the possession, directly or indirectly, of the power todirect or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise. The term “Person” shall be construed as broadly as possible and shall includean individual or natural person, a partnership (including a limited liability partnership), a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, a business, andany other entity, including a governmental entity such as a domestic or foreign government or political subdivision thereof, whether on a federal, state, provincial or local level and whether legislative, executive, judicial in nature, including anyagency, authority, board, bureau, commission, court, department or other instrumentality thereof. 

20. Jury TrialWaiver. THE PARTIES WISH THAT APPLICABLE LAWS APPLY TO THE RESOLUTION OF ANY DISPUTES ARISING UNDER THIS AGREEMENT AND THE SUBJECT MATTER HEREOF, AND THAT THEIR DISPUTES BE RESOLVED BY AN EXPERIENCED PERSON APPLYING SUCH APPLICABLE LAWS.THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND APPLICABLE LAWS, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDERTHIS AGREEMENT OR ANY DOCUMENTS RELATED HERETO. YOU UNDERSTAND THAT THE WAIVER OF THE RIGHT TO A TRIAL BY JURY IS AN IMPORTANT RIGHT WHICH YOU HEREBY FOREGO. 

 

13 

21. Jurisdiction and Venue; Service of Process. The parties hereto (i) agreethat all disputes among them arising out of, connected with, related to, or incidental to this Agreement shall be resolved exclusively by any state or federal court of competent jurisdiction located in Franklin County, Ohio, or any appellate courtfrom any thereof, (ii) irrevocably submit to the jurisdiction of such courts and waive any objection to venue or defense of an inconvenient forum for any proceeding in any such court, and (iii) agree that the mailing by certified orregistered mail, return receipt requested, of any process required by any such court shall constitute valid and lawful service of process against them, without the necessity for service by any other means provided by law. 

 

14 

Please acknowledge your acceptance of and agreement with the foregoing terms by signing theenclosed counterpart of this letter agreement in the space provided below and returning it to the Company at the address stated in Section 16 above. 

 
**PACER INTERNATIONAL, INC.**By: /s/ Brian C. Kane Name: Brian C. Kane Title: Chief Financial Officer
 

Accepted and agreed to: 
/s/ Michael E. UremovichMichael E. Uremovich
 

15