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Employment Separation Agreement, Waiver And Release

Waiver Agreement

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Date: 2/23/2011
Industry: Trucking     Sector: Transportation

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Exhibit 10.13


     THIS EMPLOYMENT SEPARATION AGREEMENT, WAIVER AND RELEASE (hereinafter “Agreement”) is made and entered into by and between LANDSTAR SYSTEM, INC. (hereinafter referred to as “Company”) which term shall include its subsidiaries and affiliates, and their directors, officers, attorneys, representatives, employees, agents, successors and assigns, and JAMES M. HANDOUSH, and his heirs, assigns, executors and administrators (collectively referred to as “Employee”).

     WHEREAS, Company and Employee desire to amicably end their employment relationship and to fully and finally settle all existing or potential claims, whether known or unknown, that Employee has, had or may have had against Company at any time on or prior to the effective date of this Agreement;

     NOW, THEREFORE, the parties hereby agree as follows:

     1.  Obligations of Company . In consideration of Employee’s agreement to the terms herein, Company shall provide to Employee the following, which Company is not otherwise legally obligated to provide:




Company will pay Employee one (1) year’s pay as wages in lieu of notice in the gross amount of TWO HUNDRED AND TWENTY THOUSAND and 00/100 dollars ($220,000.00), less standard payroll deductions. This sum shall be payable for the time period of February 1, 2011-January 31, 2012 by payroll checks made payable to Employee in four (4) equal quarterly installments of FIFTY-FIVE THOUSAND and 00/100 dollars ($55,000.00), with the first quarterly installment to be mailed to Employee within ten (10) business days of the expiration of the revocation period specified in paragraph 9 of this Agreement; and the remaining quarterly installments to be mailed to Employee on or before the following dates: July 31, 2011, October 31, 2011, and January 31, 2012. Provided, however, that it is agreed that if Employee requests and is granted written approval as provided in paragraph 3. below to become involved with a competing business and Employee’s services commence with such business on or before January 31, 2012, the payments under this paragraph 1.(a) will be proportionally reduced so that no payment will be made for the time period of involvement with such competing business prior to January 31, 2012.





On February 1, 2011, Company will deliver a check to Employee in the gross amount of $224,259 less standard payroll deductions. Such amount represents Employee’s 2010 4 th quarter and year end discretionary bonus payment (calculated based upon a total bonus amount of $270,249 less $45,990 already paid to Employee). On






February 1, 2011, Company will also deliver to Employee a check representing Employee’s final paycheck for work performed through January 31, 2011.





Company will pay Employee the gross sum of SEVENTEEN THOUSAND SEVEN HUNDRED AND SIXTY NINE and 15/100 dollars ($17,769.15), less standard payroll deductions, in lieu of 20 days of accrued and unused vacation and one floating holiday. This sum shall be payable by payroll check made payable to Employee and mailed to Employee within ten (10) business days of the expiration of the revocation period specified in paragraph 9 of this Agreement.





Company agrees not to contest any claim by Employee for unemployment compensation benefits.





Should Employee timely elect to continue group health insurance coverage pursuant to his rights under COBRA, Company will pay Employee’s premium for this COBRA continuation coverage for a period of 12 months following Employee’s termination or until Employee becomes covered under another group health insurance plan offered by a subsequent employer, whichever occurs first.





Money held under the Landstar System, Inc. 401(k) Savings Plan will be administered in accordance with the terms of that Plan.





Money held under the Landstar System, Inc. Supplemental Executive Retirement Plan will be administered in accordance with the terms of that Plan.





Stock options and restricted stock, in each case as vested as of February 1, 2011, will be administered under the terms of the Amended and Restated Landstar System, Inc. 2002 Employee Stock Option and Stock Incentive Plan.

     2.  Obligations of Employee . In consideration of the foregoing special separation arrangements provided by Company, Employee agrees as follows:




Employee acknowledges he has been separated from his employment with Company effective February 1, 2011.





Employee waives, and releases Company from, any claims, demands, damages, lawsuits, obligations, promises, administrative actions, charges, and causes of action, both known and unknown, in law or in equity, of any kind whatsoever, including, but not limited to, all matters relating to or arising out of Employee’s employment with Company, compensation by Company, or separation from employment by






Company. This Waiver and Release covers any causes of action or claims under Title VII of the Civil Rights Act of 1964, as amended; the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended; the Age Discrimination in Employment Act of 1967 (“ADEA”), as amended; the Civil Rights Act of 1866, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; Executive Orders 11246 and 11478; the National Labor Relations Act, as amended; the Fair Labor Standards Act of 1938, as amended; the Equal Pay Act of 1963, as amended; the Consolidated Omnibus Budget Reconciliation Act of 1984 (“COBRA”), as amended; the Sarbanes-Oxley Act of 2002; the Florida Civil Rights Act of 1992, as amended; Fla. Stat. §§ 448.101-448.104; Fla. Stat. § 440.205; and any other state, federal or local law, ordinance or constitutional provision, and any claims or causes of action founded in tort (including negligence or intentional torts), contract (oral, written, or implied), or any other common law or equitable basis of action.





Employee shall not disclose, either directly or indirectly, any information whatsoever regarding any of the terms or the existence of this Agreement or of any other claim Employee has, had, or may have had against Company, to any person or organization, including, but not limited to, members of the press and media, present and former employees of Company, past, current or prospective clients, customers or agents of Company, companies which do business with Company, or other members of the public. The only exceptions to Employee’s promise of confidentiality herein is that Employee may reveal such terms of this Agreement as are necessary to comply with a request made by the Internal Revenue Service, as otherwise compelled by a court or agency of competent jurisdiction, or as necessary to comply with requests from Employee’s accountants or attorneys for legitimate business purposes. Each breach by Employee of this promise of confidentiality shall be a material breach of this Agreement, for which the parties agree that Company would suffer irreparable damage to its reputation.





Employee agrees to refrain from expressing (or causing others to express) to any third party, any derogatory or negative opinions, comments, or statements concerning Company, including to friends, employees, clients, customers, agents, contractor, suppliers, vendors or members of the press or media.





Nothing in this Agreement shall preclude Employee from filing a charge or complaint of discrimination or retaliation with Equal Employment Opportunity Commission (“EEOC”) or any other federal, state or local governmental agency or department, nor shall anything in this Agreement be construed to preclude or impose any condition






precedent, any penalty or any other limitation adversely affecting Employee’s right to challenge the validity of his waiver of claims under the Age Discrimination in Employment Act. Employee, however, represents that, while he is not legally barred from doing so, he has not filed and does not intend to file any complaints or charges of discrimination or retaliation with EEOC or any federal, state or local agency and he understands that the Company has relied on his representation in this paragraph in agreeing to perform the payment obligations in paragraph 1 of this Agreement. Employee further agrees that, with respect to the claims he is waiving in this Agreement, Employee is waiving his right to recover monetary damages, reinstatement or any other damages or relief based on any complaint or charge of discrimination or retaliation filed by Employee or by any person or entity on his behalf, including, but not limited to, EEOC or any other federal, state or local governmental agency or department. Employee further acknowledges that he is not aware of any factual or legal basis to support any such claims.





Employee agrees, for a two year period following his termination of Employment with Company, to cooperate with the Company and its attorneys, including, but not limited to, making himself available at reasonable times to meet with the Company and/or its attorneys, for the purpose of assisting the Company and/or its attorneys in conducting Company’s business and in addressing matters, including, but not limited to matters in litigation and matters that may become the subject of litigation, that arose during Employee’s employment with Company or in any way concern Employee’s performance of duties on behalf of Company during Employee’s employment with Company.





Employee agrees to comply with the Restrictive Covenants set forth in paragraphs 3 of this Agreement.

     3.  Restrictive Covenants .




Employee acknowledges that, in his position as Vice President and Co-Chief Operating Officer of Company and in earlier positions Employee held with Company, Employee had access to and knowledge of detailed confidential and proprietary information of and concerning Company, including, but not limited to, Company’s business and its strategic plans, knowledge of customers, customer lists, customer needs, agents, agent needs, agent lists, computer programs, pricing, organization, rail and vendor contracts, business processes, business methods, business transactions and negotiations, other business operations, actual or potential claims by or against Company, and actual, anticipated or threatened litigation concerning Company (“collectively referred to as “Confidential






Business Information”). Employee agrees that Employee’s unauthorized use or disclosure of the Company’s Confidential Business Information would cause irreparable harm to the Company.





Employee recognizes that all of the documents and other tangible items which contain any of Company’s Confidential Information are Company’s property exclusively, including any items which Employee may have d

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