2, shall specify whether such notice is effective for McClelland’s service as Chairman of theBoard of Directors, his additional consulting duties referenced above, or both.     4. Compensation and Benefits.     (a) Base Salary. The Company shall pay McClelland a base fee (“Base Fee”) atan annual rate of US$100,000 per year, which may be adjusted in the reasonable good faith judgmentof the Board or its compensation committee (the “Compensation Committee”) based on thescope of McClelland’s duties. McClelland’s Base Fee shall be paid in equal installments that arein no event less frequently than monthly.     (b) Expenses. The Company shall promptly reimburse McClelland for all reasonablebusiness expenses upon reasonable substantiation and documentation in accordance with the Company’spolicies and procedures in effect from time to time.     (c) Benefit Plans. During the term of this Agreement, McClelland shall be entitled toparticipate in and to receive benefits under such of the Company’s employee benefit plans, programsand arrangements that are available to senior executive officers of the Company, as theCompensation Committee deems appropriate, subject to the eligibility criteria and other terms andconditions thereof. For such purposes, the Company acknowledges that, as the Company’s Chairman ofthe Board, McClelland is deemed to be an employee of the Company.     (d) Stock Option Grant. On the date of this Agreement, the Company shall grant toMcClelland a non-qualified stock option to purchase 10,000 shares of the Company’s common stock.The option will expire on the tenth anniversary of the date of grant, and the exercise price willbe the average closing price of the Company’s common stock for the five day period beginning on thethird business day following the date of this Agreement. The option will vest in quarterlyinstallments over the two-year non-competition period described in Section 5(c) below. ThisAgreement does not affect or modify any of McClelland stock options which were granted prior to thedate hereof.     (e) Miscellaneous. McClelland shall continue to have use of his business cell phone,laptop and email address during the Consulting Period.     5. Obligations of McClelland and the Company.     (a) Non-Disparagement. At all times during the term of this Agreement and followingthe Effective Date, neither party hereto nor any of such parties’ respective controlled affiliatesshall make or solicit or encourage others to make or solicit directly or indirectly any derogatoryor negative statement or communication about the other party and, in the case of McClelland, any ofthe Company’s affiliates or any of the Company’s and such affiliates’ respective businesses,products, services or activities; provided, however, that such restriction shallnot prohibit truthful testimony compelled by valid legal process. Notwithstanding anything hereinto the contrary, nothing in this Section 5(a) shall prevent any party hereto fromexercising such party’s authority or enforcing such party’s rights or remedies hereunder or thatsuch party may otherwise be entitled to enforce or assert under any other agreement or applicablelaw, or limit such rights or remedies in any way.
 

 
     (b) Confidential Information. McClelland acknowledges and agrees that, as a result ofhis association with the Company he has developed and may further develop, obtain, or learn aboutConfidential Information, and the success of the Company and its affiliates depends upon the useand protection of such information. For purposes of this Agreement, “ConfidentialInformation” means any proprietary information, trade secrets, inventions (whether or notpatentable or reduced to practice) and all other intellectual property and confidential orproprietary information in any form or medium (whether merely remembered or embodied in a tangibleor intangible form or medium) whether now or hereafter existing, relating to or arising from thepast, current or potential business, activities and/or operations of the Company or any of itsaffiliates. Notwithstanding the foregoing, “Confidential Information” shall not includesuch portions of any information that (A) are or become generally known to and available for use bythe public other than as a result of any act or omission by McClelland or otherwise as a result ofMcClelland’s breach of any provision of this Agreement or (B) are or become known to McClelland ona non-confidential basis other than (1) in connection with McClelland’s association with theCompany and its affiliates or (2) in McClelland’s capacity as a member of the Board or as anofficer, director or person acting in a similar capacity of any affiliate of the Company.     (c) Noncompetition. At all times during the term of this Agreement and for a periodof two years thereafter, McClelland shall not, without the prior written consent of the Company,(i) directly or indirectly, induce or attempt to induce any person employed by the Company or itssubsidiaries on the date of termination of this Agreement to leave the employ of the Company or itssubsidiaries, or hire any such person, or (ii) solicit any customer of the Company or itssubsidiaries, assist any person to do so, or have any financial interest in a person which does so,if such solicitation could result in the sale of services to such customer and such sale iscompetitive with the business of the Company as now carried on and as carried on at the time ofsuch sale; provided, however, that, for the purposes of this Agreement, ownership of securitieshaving no more than one percent of the outstanding voting power of any competitor which is listedon any national securities exchange shall not be deemed to be in violation of this Agreement.     6. Enforcement.     (a) Reliance on Covenants. McClelland acknowledges and agrees that the Companyentered into this Agreement in reliance on the provisions of Section 5, and the enforcementof the provision of Section 5 is necessary to ensure the preservation, protection andcontinuity of the business, trade secrets and other Confidential Information and goodwill of theCompany and its affiliates to the extent and for the periods of time expressly agreed to herein.McClelland acknowledges that he has carefully read this Agreement and has given carefulconsideration to the restraints imposed upon McClelland by this Agreement, and is in full accord asto their necessity for the reasonable and proper protection of confidential and proprietaryinformation of the Company and its affiliates now existing or to be developed in the future.McClelland expressly acknowledges and agrees that each and every restraint imposed by thisAgreement is reasonable with respect to subject matter, time period and geographical area.
 

 
     (b) Enforcement of Covenants. Notwithstanding any provision to the contrary herein,the Company may pursue, at its discretion, enforcement of Section 5 in any court ofcompetent jurisdiction (each, a “Court”).     (c) Interpretation. Whenever possible, each provision of this Agreement will beinterpreted in such manner as to be effective and valid under applicable law, but if any provisionof this Agreement is held to be invalid, illegal or unenforceable in any respect under anyapplicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability willnot affect any other provision or any other jurisdiction, but this Agreement will be reformed,construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provisionhad never been contained herein. More specifically, if any Court determines that any of thecovenants set forth in Section 5 are overbroad under applicable law in time, geographicalscope or otherwise, the parties to this Agreement specifically agree and authorize such Court torewrite this Agreement to reflect the maximum time, geographical and/or other restrictionspermitted under applicable law to be reasonable and enforceable.     (d) Irreparable Harm. Because McClelland’s services are unique and because McClellandhas and will have intimate knowledge of and access to Confidential Information, the parties heretoagree that money damages would not be an adequate remedy for any breach of Section 5, andany breach of the terms of Section 5 would result in irreparable injury and damage to theCompany and its subsidiaries for which the Company and its subsidiaries would have no adequateremedy at law. Therefore, in the event of a breach or threatened breach of Section 5, theCompany and its subsidiaries and their respective successors and assigns, in addition to any otherrights and remedies existing in their favor at law or in equity, shall be entitled to specificperformance and/or immediate injunctive or other equitable relief from a Court in order to enforce,or prevent any violations of, the provisions hereof (without posting a bond or other security),without having to prove damages. The terms of this Section 6 shall not prevent the Companyfrom pursuing any other available remedies for any breach or threatened breach of this Agreement,including the recovery of damages from McClelland.     7. Successors; Binding Agreement.     (a) Company’s Successors. No rights or obligations of the Company under thisAgreement may be assigned or transferred except that the Company may assign this Agreement to anysuccessor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all orsubstantially all of the business and/or assets of the Company if such successor expressly assumesand agrees to perform this Agreement in the same manner and to the same extent that the Companywould be required to perform it if no such succession had taken place. As used in this Agreement,“Company” shall mean the Company as herein before defined and any successor to its businessand/or assets (by merger, purchase or otherwise) which executes and delivers the agreement providedfor in this Section 7(a) or which otherwise becomes bound by all of the terms andconditions of this Agreement by operation of law.     (b) McClelland’s Successors. No rights or obligations of McClelland under thisAgreement may be assigned or transferred by McClelland other than his rights to payments orbenefits hereunder, which may be transferred only by will or the laws of descent and distribution.Upon McClelland’s death, this Agreement and all rights of McClelland hereunder shall inure to
 

 
the benefit of and be enforceable by McClelland’s beneficiary or beneficiaries, personal or legalrepresentatives, or estate, to the extent any such person succeeds to McClelland’s interests underthis Agreement.     8. Notice. For the purposes of this Agreement, notices, demands and all othercommunications provided for in this Agreement shall be in writing and shall be deemed to have beenduly given when served by facsimile or delivered either personally or by United States certified orregistered mail, return receipt requested, postage prepaid, addressed to the Company at itsprincipal McClelland offices and/or to McClelland at his address set forth on the payroll recordsof the Company, or to such other address as any party may have furnished to the others in writingin accordance herewith, except that notices of change of address shall be effective only uponreceipt.     9. Waiver; Amendment. No provisions of this Agreement may be amended, modified, orwaived unless such amendment or modification is agreed to in writing signed by McClelland and by aduly authorized officer of the Company, other than McClelland, with the consent of the Board, andsuch waiver is set forth in writing and signed by the party to be charged. No waiver by any partyhereto at any time of any breach by any other party hereto of any condition or provision of thisAgreement to be performed by such other party shall be deemed a waiver of similar or dissimilarprovisions or conditions at the same or at any prior or subsequent time.     10. Choice of Law. All questions and disputes regarding this Agreement, includingquestions and disputes concerning the construction, validity and interpretation of this Agreement,shall be governed by and construed in accordance with the domestic laws of the State of Texas,without giving effect to any choice of law or conflict of law provision (whether of the State ofTexas or any other jurisdiction) that would cause the application of the laws of any jurisdictionother than the State of Texas. In furtherance of the foregoing, the internal law of the State ofTexas shall control the interpretation and construction of this Agreement, even though under thatjurisdiction’s choice of law or conflict of law analysis, the substantive law of some otherjurisdiction would ordinarily apply.     11. Validity; Interpretation. Whenever possible, each provision of this Agreementshall be interpreted in such manner as to be effective and valid under applicable law, but if anyprovision of this Agreement is held to be invalid, illegal or unenforceable in any respect underany applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceabilityshall not affect any other provision of this Agreement or any action in any other jurisdiction, butthis Agreement shall be reformed, construed and enforced in such jurisdiction (in accordance, ifapplicable, with Section 6). The language in this Agreement has been chosen by the partiesto express their mutual intent, and no rule of strict construction shall be applied against anyparty regardless of who may be responsible for any particular language in this Agreement.     12. Counterparts. This Agreement may be executed in one or more counterparts,including by facsimile or other electronic transmission, each of which shall be deemed to be anoriginal but all of which together will constitute one and the same instrument.
 

 
     13. Entire Agreement. Except as otherwise expressly provided herein, this Agreement(together with the exhibits attached hereto) set forth the entire agreement of the parties heretoin respect of the subject matter contained herein and supersede all prior agreements, promises,covenants, arrangements, communications, representations or warranties, whether oral or written, byany officer, employee or representative of any party hereto in respect of such subject matter.     14. Withholding. The Company and its subsidiaries shall be entitled to deduct orwithhold from any amounts owing from the Company or any of its subsidiaries to McClelland under anywritten agreement or other arrangement between the Company or any of its affiliates, on the onehand, and McClelland and any of his affiliates, on the other hand, any United States federal, stateor local or non-United States withholding taxes, excise taxes or employment taxes (collectively,“Taxes”) imposed with respect to McClelland’s compensation or other payments from theCompany or any of its subsidiaries under this Agreement. In the event that the Company or any ofits subsidiaries incorrectly makes or fails to make such deductions or withholdings, thenMcClelland shall, within thirty (30) calendar days, reimburse the Company and its subsidiaries forany amounts paid with respect to any such Taxes. If the Company or any of its subsidiarieswithholds an amount with respect to Taxes that exceeds the Taxes actually imposed, then the Companyor such subsidiary, as applicable, shall, as promptly as practicable, reimburse McClelland for anysuch excess.     15. Enforcement. In the event any party resorts to a lawsuit or initiation ofarbitration to enforce this Agreement, the prevailing party shall be entitled to recover thereasonable costs of pursuing a lawsuit or arbitration, including court costs and reasonableattorney’s fees.     IN WITNESS WHEREOF, McClelland has hereunto set McClelland’s hand and, pursuant to theauthorization from its board of directors, the Company has caused these presents to be executed inits name on its behalf, all as of the day and year first above written.                                                       /s/ Richard K. McClelland   RICHARD K. MCCLELLAND           DYNAMEX INC.