exv10w1



 






Exhibit 10.1




Offer of Employment Agreement Effective July 9, 2007.






5429 LBJ Freeway, Suite 1000

Dallas, TX 75240




June 5, 2007




Maurice Levy

6347 Chamberlyne Drive

Frisco, TX 75034




RE: Offer of Employment




Dear Mr. Levy,



On behalf of Dynamex Inc (the “Company”), I am pleased to extend to you an offer of employment in
accordance with the following terms:




     1. Title and Position. Chief Operating Officer. You will report to the Chief Executive
Officer and Chairman of the Board of Directors of the Company.



     2. Duties and Obligations. During your employment, you will devote your full business
time, interest and effort to the performance of your duties with the Company. You will have the
following functions of the Company reporting to you Marketing, Sales and Field Operations (day to
day operation). Your direct reports are as follows:




	 	•	 	Cathy Taylor, Vice President/General Manager – US Field Operations and Sales
	 
	 	•	 	Jim Aitken – President — Canada
	 
	 	•	 	Gerry Mercure – Director, National Accounts/Training — US
	 
	 	•	 	Andre Smith – Director of Strategic Relations and Business Development — US





     3. Employment Relationship. Should you decide to accept the Company’s offer, your employment
will be “at-will” and your employment may be terminated by either you or the Company at any time
for any reason or no reason, by providing sixty (60) days prior written notice to the other party.
Further, your participation in any Company benefit or equity program does not constitute an
agreement by the Company to employ or continue to employ you for any period of time.



     4. Salary. While you are employed on a full-time basis by the Company, the Company will pay
you a base salary, which annualizes to $265,000, payable in accordance with the usual payroll
practices of the Company including the withholding of all income and employment taxes. Thereafter,
your base salary will be reviewed by the Compensation Committee of the Board of Directors on an
annual basis and may be subject to adjustment upward based on various factors including, without
limitation, your performance and the Company’s achievement of its business plan (as determined by
the Board of Directors).



     5. Equity. The Board of Directors (or a duly authorized committee thereof) will grant to
you, in the form of stock options (“Options”), 7500 shares upon employment with the opportunity to



 









 







receive a full year allotment when all senior executives are considered for grants of unrestricted
stock options in the future.



     6. Bonus. You will be eligible to participate in the executive bonus plan. Your target bonus
for the fiscal year beginning August 2007 is 35% of your normal base salary paid during this fiscal
year. Your bonus will be paid based on the following criteria: (i) 80% of the above target amount
will be paid if Dynamex achieves the budgeted NOI dollars for the company and, (ii) 20% will be
paid if your personal objectives are achieved. You and I will mutually agree on your personal
objectives for the bonus period. If the net income budget is exceeded, the bonus component tied to
budget will be increased by 4% for every 1% increment that we exceed plan, with a maximum payment
of 48% of your base salary tied to the income budget.



     7. Benefits. You will participate, to the extent you are eligible and subject to confirming
coverage with the applicable underwriter (if any), in all of the Company’s employee benefit
programs generally provided to the other executive officers. You will be eligible for an annual
vacation allotment of four (4) weeks. Also you will be eligible to receive auto allowance of
$12,000.00 annually payable in accordance with the usual payroll practices of the Company.



     8. Termination of Employment. (a) In the event your employment hereunder is terminated by
the Company without cause or by you for Good Reason (as defined below), the Company will pay you,
subject to your compliance with Sections 9 and 10 below, (i) any unpaid base salary through the
date of termination and any unused accrued vacation pay; (ii) severance pay equal to six (6)
months’ base salary at the rate in effect on the date of termination; (iii) an amount reimbursing
you for the applicable premium payment for any COBRA coverage payable under a Company health or
welfare plan for you and your dependents during the six (6) month period following the date of
termination (the “Six Month Period”).


Notwithstanding the foregoing, the amounts paid to you pursuant to subsections (iii) of this
Section 8(a) shall not exceed $15,000.



(b) In the event your employment hereunder is terminated for cause, the Company will pay you any
unpaid base salary and compensation for accrued vacation through the date of termination.



In addition, in all termination events, except as specifically provided in Section 8 hereof, the
Company will pay you any other amounts or benefits owing to you under the then applicable employee
benefit plans and programs of the Company in accordance with such plans and programs. For purposes
of this letter “cause” shall mean any of the following: (i) your willful misconduct in the
performance of your duties to the Company, or your willful failure to implement any legal policy of
the Company, (ii) conviction of or plea of guilty or any other plea other than “not guilty” to a
felony; (iii) the violation by you of any material provision of this letter which either is not
cured within ten days after a written notice is given to you by the Company or constitutes a
habitual breach; or (iv) your dishonesty, misappropriation or fraud with regard to the property of
the Company or its affiliates.



(c) You may terminate your employment for Good Reason. “Good Reason” means, without your written
consent: (i) a material adverse change in your title or the duties assigned to you; (ii) any
material failure by the Company to comply with the provisions of this Agreement.




     9. Confidential Information. While providing your services, you will have access to and will
obtain confidential information as to the Company, its affiliates, its employees and its customers
and you may, during the course of your employment, develop certain information, or other
intellectual property. As a condition of your employment with the Company, you will be required to
sign the Company’s standard Non-Disclosure and Non-Solicitation Agreement. The Confidentiality
Agreement exists to assure the Company and its investors that the Company’s valuable intellectual
property and its rights thereto are protected.



 









 





     10. Non-Competition/Non-Solicitation. You agree that during your employment and for a period
of (i) one (1) year following the date your employment terminates if your employment is terminated
by the Company for cause or by you without Good Reason or (ii) six (6) months if your employment is
terminated for any other reason, as the case may be, (the “Restricted Period”), you will not enter
into Competition with the Company. “Competition” shall mean participating, directly or indirectly,
as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer,
investor, lender, consultant or in any capacity whatsoever in a business in competition with any
business conducted by the Company or its affiliates (a “Competitor”) in any jurisdiction where the
Company and/or its affiliates conduct as of the date your employment terminates such business,
which shall be deemed to include, without limitation, any business activity or jurisdiction which
is covered by or included in a written proposal of business plan existing on the date of the
termination; (ii) the performance of services for any enterprise to the extent such services are
not performed, directly or indirectly, for a business unit of the enterprise in the aforesaid
Competition; or (iii) any activity engaged in with the prior written approval of the Board.


You acknowledge that Sections 9 and 10 included herein are reasonable and necessary for the
protection of the business of the Company and its affiliates and that part of the compensation to
be paid under this letter is in consideration for the provisions contained in Sections 9 and 10. If
any restriction set forth with regard to competition or solicitation of employees or customers is
found by any court of competent jurisdiction to be unenforceable because it extends for too long a
period of time or over too great a range of activities or over too broad a geographic area, it
shall be interpreted to extend over the maximum period of time, range of activities or geographic
area as to which it may be enforceable.



You further acknowledge and consent that the Company would by reason of such competition or
solicitation of employees or customers be entitled to injunctive relief in a court of appropriate
jurisdiction prohibiting you from competing with the Company or its affiliates or engaging in
solicitation in violation of this letter.




     11. Governing Law/Miscellaneous. This letter is subject to the laws of the State of Texas.
This letter, along with the Confidentiality Agreement, sets forth the terms of your employment with
the Company and supersedes all prior agreements, arrangements and communications, whether oral or
written, between the Company and you. This letter may not be altered, modified, or amended except
by written instrument signed by an individual authorized to sign of behalf of the Company (other
than you) and by you. This letter may not be assigned in whole or in part, except that the Company
may assign it to an acquiror of all or substantially all of the assets of the Company. This letter
shall be binding on the successors and permitted assignees of the parties hereto. Except with
regard to disputes arising under Section 9 or 10 hereof, any dispute arising hereunder will be
submitted to a neutral arbitrator selected by the parties. Such arbitrator shall conduct such
arbitration in Dallas, Texas under the rules of the American Arbitration Association. The Company
will reimburse you for reasonable fees and expenses incurred by you in conjunction with this offer
letter, up to $5,000.


This offer is made to you based on your representation to the Company that your acceptance of
employment with the Company and performance of the contemplated services does not and will not
conflict with or result in any breach or default under, any agreement, contract or arrangement to
which you are a party or violate any other legal restriction. If you find this offer of employment
acceptable, please sign the enclosed copy of this letter and return it to us.




	 	 	 	 	 
	Regards,

	 	 	 	Agreed and Accepted:
	 
	 	 	 	 
	/S/ Rick McClelland

	 	 	 	/S/ Maurice Levy
	 
	 	 	 	 
	 	 	 
	Rick McClelland

Chairman and Chief Executive Officer

	 	 	 	I, Maurice Levy, understand and accept the
terms and conditions of this letter.
	Dynamex Inc.

	 	 	 	Date:   June 18, 2007