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EXHIBIT 10.12
NONCOMPETITION AGREEMENT
This NONCOMPETITION AGREEMENT (this "Noncompetition Agreement")
is
entered into as of October 27, 2003,
between Forward Air Corporation (the
"Company") and Bruce A. Campbell (the
"Executive") contemporaneously with and as
part of the Employment Agreement between
the parties to which this
Noncompetition Agreement is attached.
REASONS FOR THIS NONCOMPETITION AGREEMENT: During Executive's
relationship with the Company, Executive
has learned, will learn, or has or will
have access to, important proprietary
information related to the operations and
business of Forward Air Corporation and its
subsidiaries and affiliates
(collectively, the "Company's Business").
Executive acknowledges that the
proprietary customer, operations,
financial, and business information that has
been or will be learned or accessible has
been and will be developed through the
Company's expenditure of substantial
effort, time and money; and together with
relationships developed with customers and
employees, could be used to compete
unfairly with the Company. The Company's
ability to sell its products on a
competitive basis depends, in part, on its
proprietary information and customer
relationships, and the Company would not
share this information, provide
training or promote Executive's
relationship with customers if the Company
believed that it would be used in
competition with the Company, which
non-disclosure would cause Executive's
performance and opportunities to suffer.
In consideration of employment or continued employment and
other
valuable consideration, the receipt and
sufficiency of which are acknowledged,
the Company and Executive agree:
1. DEFINITIONS: For this Noncompetition Agreement, the following
terms
shall have the meaning specified below:
(a) PERSON: any individual, corporation, limited liability
company,
partnership, joint venture, association,
unincorporated organization or other
entity.
(b) TERMINATION DATE: the date of Executive's termination of
employment from the Company, whether such
termination is voluntary or
involuntary, whether with or without cause,
and whether before or after the
expiration of the Term of the Executive's
Employment Agreement.
(c) CUSTOMERS: All customers of the Company who did business
with
the Company during the one year period
immediately prior to the Executive's
Termination Date.
(d) CONFIDENTIAL INFORMATION: information, without regard to
form,
relating to the Company's customers,
operation, finances, and business that
derives value, actual or potential, from
not being generally known to other
Persons, including, but not limited to,
technical or nontechnical data,
formulas, patterns, compilations (including
compilations of customer
information), programs (including
fulfillment and marketing programs), devices,
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methods (including fulfillment methods),
techniques, processes, financial data
(including sales forecasts), or lists of
actual or potential customers or
suppliers (including identifying
information about those customers), whether or
not reduced to writing. Confidential
Information includes information disclosed
to the Company by third parties that the
Company is obligated to maintain as
confidential. Confidential Information
subject to this Noncompetition Agreement
may include information that is not a trade
secret under applicable law, but
information not constituting a trade secret
only shall be treated as
Confidential Information under this
Noncompetition Agreement for a two year
period after the Termination Date.
(e) TERRITORY: the term "Territory" as used in this
Noncompetition
Agreement means the continental United
States and Canada. Executive acknowledges
that Executive will provide services to
Company and will have a substantial
impact on the Comp
