EXHIBIT 10.10

 

                              EMPLOYMENT AGREEMENT

 

         This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into

effective as of October 27, 2003 (the "Effective Date"), by and between Forward

Air Corporation, a corporation organized under the laws of the State of

Tennessee (the "Company"), and Bruce A. Campbell (the "Executive").

 

         For and in consideration of the mutual covenants and agreements

contained herein, and other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto agree as

follows:

 

                  1. EMPLOYMENT. Subject to the terms and conditions of this

         Agreement, Executive shall be employed by the Company as President and

         Chief Executive Officer of the Company and shall perform such duties

         and functions for the Company and any company controlling, controlled

         by or under common control with the Company (such companies hereinafter

         collectively called "Affiliates") as shall be specified from time to

         time by the Board of Directors of the Company. Executive hereby accepts

         such employment and agrees to perform such executive duties as may be

         assigned to him.

 

                  2. DUTIES. Executive shall devote his full business related

         time and best efforts to accomplishing such executive duties at such

         locations as may be requested by the Board of Directors of the Company.

         While employed by the Company, Executive shall not serve as a

         principal, partner, employee, officer or director of, or consultant to,

         any other business or entity conducting business for profit without the

         prior written approval of the Board of Directors of the Company. In

         addition, under no circumstances will Executive have any financial

         interest in any competitor of the Company; provided, however, that

         Executive may invest in no more than 2% of the outstanding stock or

         securities of any competitor whose stock or securities are traded on a

         national stock exchange of any country. Notwithstanding the foregoing,

         Company is aware that Executive currently serves as a director for

         Greene County Bancshares and Company expressly consents to Executive's

         service in that capacity.

 

                  3. COMPANY POLICIES. Executive shall be subject to and shall

         comply with all codes of conduct, personnel policies and procedures

         applicable to senior executives of the Company, including, without

         limitation, policies regarding sexual harassment, conflicts of interest

         and insider trading.

 

                  4. TERM. The term of this Agreement shall be for a period of

         three (3) years following the Effective Date (the "Term").

 

                  5. COMPENSATION AND BENEFITS. As compensation for his services

         during the Term of this Agreement, Executive shall be paid and receive

         the amounts and benefits set forth in subsections (a), (b), (c), and

         (d) below:

 

                  (a) BASE SALARY. An annual base salary ("Base Salary") of

$300,000. Executive's salary shall be payable in accordance with the Company's

regular payroll practices in effect from time to time for executive officers of

the Company.

 

 

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                  (b) BONUS. Executive shall be eligible for an annual cash

bonus of up to a maximum of 50% of Executive's Base Salary (the "Year-End

Bonus") to be paid to him in each calendar year with the determination of the

Year-End Bonus, if any, to be based on the achievement of certain goals and

Company performance criteria as established by the Board of Directors or a

committee thereof. The Year-End Bonus for each calendar year shall be paid to

Executive on or before February 28th of the immediately succeeding year.

 

                  (c) OTHER BENEFITS. Executive shall be entitled to vacation

with pay, health insurance, fringe benefits, and such other employee benefits

generally made available by the Company to its executive officers, in accordance

with the established plans and policies of the Company, as in effect from time

to time.

 

                  (d) STOCK OPTIONS. As of the Effective Date of this Agreement,

Executive shall be granted 30,000 options under the Forward Air Corporation 1999

Stock Option and Incentive Plan (the "Stock Option Plan"). The exercise price of

the options will be the fair market value of a share of stock on the Effective

Date, as determined under the Stock Option Plan. Executive may not exercise

these options until after the termination of Executive's employment with the

Company. The terms and conditions of the options will be set forth in the Stock

Option Agreement attached as Exhibit A to this Agreement and, such grant shall

be made in accordance with the Stock Option Plan.

 

                  6. TERMINATION.

 

                  (a) BY EXECUTIVE. Executive may voluntarily terminate his

employment hereunder at any time, to be effective 60 days after delivery to the

Company of his signed, written resignation. The Company may accept said

resignation and pay Executive in lieu of waiting for passage of the notice

period.

 

                  (b) BY COMPANY. Subject to the terms of this Paragraph and

Paragraph 6(c) below, the Company may terminate Executive's employment

hereunder, in its sole discretion, whether with or without just cause (as

defined in Paragraph 6(b)(vi) below and subject to the notice periods described

therein), at any time upon written notice to Executive. If, prior to the end of

the Term of this Agreement, the Company terminates Executive's employment

without just cause (as defined below), the Executive shall be entitled to

receive the compensation and benefits set forth in (i) through (iv) below.

 

                           (i) BASE SALARY. The Executive will continue to

                  receive his Base Salary (subject to withholding of all

                  applicable taxes and any amounts referred to in paragraph

                  (iii) below) for a period of one (1) year, such payments to be

                  made in the same manner paid as of the date of termination.

 

                           (ii) BONUS. Any bonus amounts that the Executive had

                  previously earned from the Company but which may not yet have

                  been paid as of the termination shall not be affected by

                  termination of Executive by the Company.

 

                           (iii) HEALTH INSURANCE COVERAGE. Any health insurance

                  benefits

 

 

 

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                  coverage (including any executive medical plan, if any)

                  provided to the Executive at his date of termination shall be

                  continued by the Company at its expense at the same level and

                  in the same manner as if his employment had not terminated

                  beginning on the date of such termination and ending on the

                  date one (1) year from the date of such termination. Any

                  additional coverages the Executive had at termination,

                  including dependent coverage, will also be continued for such

                  period on the same terms. Any costs the Executive was paying

                  for such coverages at the time of termination shall be paid by

                  the Executive by separate check payable to the Company each

                  month in advance. If the terms of any benefit plan referred to

                  in this paragraph do not permit continued participation by the

                  Executive, then the Company will arrange for other coverage at

                  its expense providing substantially similar benefits. The

                  coverages provided for in this paragraph shall be applied

                  against and reduce the period for which COBRA will be

                  provided.

 

                           (iv) EFFECT OF RESIGNATION. Executive hereby agrees

                  and acknowledges that if he voluntarily resigns from his

                  employment, or is terminated for just cause, prior to the end

                  of the Term of this Agreement, then he shall be entitled to no

                  payment or compensation whatsoever (including without

                  limitation, acceleration of option exercise) from the Company

                  under this Agreement, other than as may be due him through his

                  last day of employment.

 

                           (v) DEFINITION OF "CAUSE". For purposes of this

                  Agreement, the phrase "for just cause" shall mean: (A)

                  Executive's material fraud, malfeasance, self-dealing,

                  embezzlement or dishonesty with respect to business affairs of

                  the Company which is directly or materially harmful to the

                  business or reputation of the Company or any subsidiary of the

                  Company; (B) Executive's conviction of or failure to contest

                  prosecution for a felony or a crime involving moral turpitude;

                  (C) Executive's material breach of this Agreement; (D) failure

                  of Executive, after reasonable notice, promptly to comply with

                  any valid and legal directive of the Board of Directors; or

                  (E) a failure by Executive to perform adequately his

                  responsibilities under this Agreement as demonstrated by

                  objective and verifiable evidence showing that the business

                  operations under Executive's control have been materially

                  harmed as a result of Executive's gross negligence or willful

                  misconduct. A termination of Executive for just cause based on

                  clause (C), (D) or (E) of the preceding sentence shall take

                  effect 30 days after the Executive receives from the Company

                  written notice of intent to terminate and Company's

                  description of the alleged cause, unless Executive shall,

                  during such 30-day period, remedy the events or circumstances

                  constituting cause; provided, however, that such termination

                  shall take effect immediately upon the giving of written

                  notice of termination of just cause under any clause if the

                  Company shall have determined in good faith that such events

                  or circumstances are not remediable (which determination shall

                  be stated in such notice).

 

                  (c) BY DEATH OR DISABILITY. If Executive's employment is

terminated due to Executive's death, the Executive's surviving spouse, or if

none, his estate, shall receive the benefits payable under (i) and (ii) of

Paragraph 6(b) above; provided, however, such payments shall be made in a lump

sum payment within 60 days of the Executive's death. In addition, if the

 

 

 

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Executive's dependents are eligible to and actually elect to continue under

COBRA any coverages provided under Paragraph 6(b)(iii), the Company shall pay

the cost of such COBRA coverage for the period remaining under Paragraph

6(b)(iii). If Executive's employment is terminated due to Executive's disability

(as defined in the Company's long-term disability plan or insurance policy, or

if no such plan or policy exists, as determined in good faith by the Board of

Directors of the Company). Executive shall be entitled to the benefits payable

or to be provided under (i), (ii), (iii), and (iv) of Paragraph 6(b). Executive

or his estate, as the case may be, shall not by operation of this paragraph

forfeit any rights in which he is vested at the time of his death or disability.

 

                  (d) SURVIVAL. Upon termination of Executive's employment for

any reason whatsoever (whether voluntary on the part of Executive, for just

cause, or other reasons), the obligations of Executive pursuant to paragraphs 7

and 8 hereof shall survive and remain in effect for the periods described in

Paragraph 7.

 

                  7. COMPETITION, CONFIDENTIALITY, AND NONSOLICITATION.

         Executive agrees to execute and be bound by the terms and conditions of

         the Noncompetition Agreement attached hereto as Exhibit B, which is

         hereby made a part of this Agreement.

 

                  8. INJUNCTIVE RELIEF. The Executive acknowledges that his

         services to be rendered to the Company are of a special and unusual

         character which have a unique value to the Company, the loss of which

         cannot adequately be compensated by damages in an action at law.

         Executive further acknowledges that any breach of the terms of

         Paragraph 7, including Exhibit B, would result in material damage to

         the Company, although it might be difficult to establish the monetary

         value of the damage. Executive therefore agrees that the Company, in

         addition to any other rights and remedies available to it, shall be

         entitled to obtain an immediate injunction (whether temporary or

         permanent) from any court of appropriate jurisdiction in the event of

         any such breach thereof by Executive, or threatened breach which the

         Company in good faith believes will or is likely to result in

         irreparable harm to the Company. The existence of any claim or cause of

         action by Executive against the Company, whether predicated on this

         Agreement or otherwise, shall not constitute a defense to the

         enforcement by the Company of Executive's agreement under this

         Paragraph and Paragraph 7 above.

 

                  9. CHANGE OF CONTROL.

 

                  (a) DEFINITION. A "Change of Control" shall be deemed to have

taken place if:

 

                           (i) any person or entity, including a "group" as

                  defined in Section 13(d)(3) of the Securities Exchange Act of

                  1934, other than the Company, a wholly-owned subsidiary

                  thereof, or any employee benefit plan of the Company or any of

                  its subsidiaries becomes the beneficial owner of Company

                  securities having 50% or more of the combined voting power of

                  the then outstanding securities of the Company that may be

                  cast for the election of directors of the Company (other than

                  as a result of the issuance of securities initiated by the

 

 

 

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                  Company in the ordinary course of business);

 

                           (ii) as the result of, or in connection with, any

                  cash tender or exchange offer, merger or other business

                  combination, sale of assets or contested election, or any

                  combination of the foregoing transactions, the holders of all

                  the Company's securities entitled to vote generally in the

                  election of directors of the Company immediately prior to such

                  transaction constitute, following such transaction, less than

                  a majority of the combined voting power of the

                  then-outstanding securities of the Company or any successor

                  corporation or entity entitled to vote generally in the

                  election of the directors of the Company or such other

                  corporation or entity after such transactions; or

 

                           (iii) the Company sells all or substantially all of

                  the assets of the Company.

 

                  (b) EFFECT OF CHANGE OF CONTROL. In the event of a Change of

Control, Executive immediately shall be entitled to a Change of Control Benefit

as follows: (i) an amount equal to Executive's Base Salary over a 12 month

period, payable in installments as normal payroll over the 24 months following

the date of the Change of Control ; (ii) the payment of the maximum amount

Executive may earn as a Year-End Bonus; (iii) any unpaid portion of the Year-End

Bonus for prior calendar years, accrued and unpaid vacation pay, unreimbursed

expenses incurred and any other benefits owed to Executive pursuant to any

written employee benefit plan or policy of the Company; (vi) the vested portion

of Executive's stock options and the acceleration and immediate vesting of any

unvested portion of Executive's stock options; and (v) continued coverage during

the 12 month period following the date of the Change in Control under the

Company's employee medical and life insurance plans. Executive shall have two

(2) years from the date of the Change of Control to exercise all vested stock

options.

 

                      Payment of the Change of Control Benefit shall not

otherwise affect the terms and conditions of this Agreement and its Exhibits,

all of which shall remain in full force and effect. Without limiting the

generality of the foregoing, after a Change of Control, Executive shall be

employed as the President and Chief Executive Officer of the Company until this

Agreement is terminated pursuant to the provisions of Section 6 hereof

(including termination by Executive pursuant to Section 6(a) on 60 days notice).

Executive shall be entitled to the compensation and benefits provided for in

Section 5 until this Agreement is terminated to the same extent as if there had

been no Change of Control. Upon termination, Executive and Company shall be

released from any further duties and responsibilities under this Agreement,

except as set forth in this Section 9(b) and in Sections 7, 8 and 10 of this

Agreement and as set forth in Exhibits A and B hereto.

 

 

                  10. MISCELLANEOUS.

 

                  (a) NOTICE. Any notice or other communication required or

permitted under this Agreement shall be effective only if it is in writing and

shall be deemed to have been duly given when delivered personally or seven days

after mailing if mailed first class by registered or certified mail, postage

prepaid, addressed as follows:

 

 

 

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         If to the Company:         Forward Air Corporation

                                    430 Airport Road

                                    Greeneville, TN 37745

                                    Attention: Legal Department

 

         If to the Executive:       Bruce A. Campbell

                                    260 Regency Place

                                    Greeneville, TN 37745

 

         or to such other address as either party may designate by notice to the

other.

 

 

                  b) ENTIRE AGREEMENT. This Agreement constitutes the entire

agreement between the parties hereto with respect to the Executive's employment

by the Company and supersedes and is in full substitution for the Employment

Agreement, dated January 1, 1999, between the Company and Executive and any and

all other prior understandings or agreements with respect to the Executive's

employment.

 

                  c) AMENDMENT. This Agreement may be amended only by an

instrument in writing signed by the parties hereto, and any provision hereof may

be waived only by an instrument in writing signed by the party or parties

against whom or which enforcement of such waiver is sought. The failure of

either party hereto to comply with any provision hereof shall in no way affect

the full right to require such performance at any time thereafter, nor shall the

waiver by either party hereto of a breach of any provision hereof be taken or

held to be a waiver of any succeeding breach of such provision, or a waiver of

the provision itself, or a waiver of any other provision of this Agreement.

 

                  d) BINDING EFFECT. This Agreement is binding on and is for the

benefit of the parties hereto and their respective successors, heirs, executors,

administrators and other legal representatives. Neither this Agreement nor any

right or obligation hereunder may be assigned by the Executive or the Company,

except for assignment by the Company to any wholly owned subsidiary.

 

                  e) SEVERABILITY AND MODIFICATION. If any provision of this

Agreement or portion thereof is so broad, in scope or duration, so as to be

unenforceable, such provision or portion thereof shall be interpreted to be only

so broad as is enforceable. In addition, to the extent that any provision of

this Agreement as applied to either party or to any circumstances shall be

adjudged by a court of competent jurisdiction to be void or unenforceable, the

same shall in no way affect any other provision of this Agreement or the

validity or enforceability of this Agreement.

 

                  f) INTERPRETATION. This Agreement shall be interpreted,

construed and governed by and under the laws of the State of Tennessee. Each

party irrevocably (i) consents to the exclusive jurisdiction and venue of the

courts of Greene County, State of Tennessee and federal courts in the Eastern

District of Tennessee, in any action arising under or relating to this Agreement

(including Exhibit B hereto), and (ii) waives any jurisdictional

 

 

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defenses (including personal jurisdiction and venue) to any such action. If any

provision of this Agreement is deemed or held to be illegal, invalid, or

unenforceable under present or future laws effective during the Term hereof,

this Agreement shall be considered divisible and inoperative as to such

provision to the extent it is deemed to be illegal, invalid or unenforceable,

and in all other respects this Agreement shall remain in full force and effect;

provided, however, that if any provision of this Agreement is deemed or held to

be illegal, invalid or unenforceable there shall be added hereto automatically a

provision as similar as possible to such illegal, invalid or unenforceable

provision as shall be legal, valid or enforceable. Further, should any provision

contained in this Agreement ever be reformed or rewritten by any judicial body

of competent jurisdiction, such provision as so reformed or rewritten shall be

binding upon the Executive and the Company.

 

                  g) FAILURE TO ENFORCE. The failure of either party hereto at

any time, or for any period of time, to enforce any of the provisions of this

Agreement shall not be construed as a waiver of such provision(s) or of the

right of such party hereafter to enforce each and every such provision.

 

                  h) COUNTERPARTS. This Agreement may be executed in several

counterparts, each of which shall be deemed an original, but all of which shall

constitute one and the same instrument.

 

                  i) NO CONFLICTING AGREEMENT. The Executive represents and

warrants that he is not party to any agreement, contract or understanding which

would prohibit him from entering into this Agreement or performing fully his

obligations hereunder.

 

                  j) COOPERATION IN FUTURE MATTERS. Executive hereby agrees

that, for a period of three (3) years following the date of his termination, he

shall cooperate with the Company's reasonable requests relating to matters that

pertain to Executive's employment by the Company, including, without limitation,

providing information of limited consultation as to such matters, participating

in legal proceedings, investigations or audits on behalf of the Company, or

otherwise making himself reasonably available to the Company for other related

purposes. Any such cooperation shall be performed at times scheduled taking into

consideration Executive's other commitments, and Executive shall be compensated

(except for cooperation in connection with legal proceedings) at a reasonable

hourly or per diem rate to be agreed by the parties to the extent such

cooperation is required on more than an occasional and limited basis. Executive

shall also be reimbursed for all reasonable out of pocket expenses. Executive

shall not be required to perform such cooperation to the extent it conflicts

with any requirements of exclusivity of service for another employer or

otherwise, nor in any manner that in the good faith belief of Executive would

conflict with his rights under or ability to enforce this Agreement.

 

                  k) EXPENSES. The Company shall pay all reasonable attorneys'

fees and expenses incurred by Executive in connection with the negotiation and

preparation of this Agreement.

 

 

 

 

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         IN WITNESS WHEREOF, the Company and the Executive have executed this

Agreement as of the date first written above.

 

 

                                         By:  /s/ Bruce A. Campbell

                                              ----------------------------------

                                         Bruce A. Campbell

 

                                         FORWARD AIR CORPORATION

 

                                         By:  /s/ Rodney L. Bell

                                              ----------------------------------

 

                                         Its:  V.P. & Controller

                                               ---------------------------------

 

 

 

                                                                   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 Company's Business throughout the Territory.

 

            (f) COMPETING BUSINESS: any Person (other than the Company)

providing or offering goods or services identical to or reasonably substitutable

for the Company's Business.

 

         2. CONFIDENTIAL INFORMATION: Executive shall use his best efforts to

protect Confidential Information. During or after association with the Company,

Executive will not use or disclose any of the Company's Confidential Information

except in connection with his duties performed in accordance with his Employment

Agreement or except with the prior written consent of the Chairman of the Board

of the Company; provided, however, Executive may make disclosures required by a

valid order or subpoena issued by a court or administrative agency of competent

jurisdiction, in which event Executive will promptly notify the Company of such

order or subpoena to provide the Company an opportunity to protect its

interests.

 

         3. RETURN OF MATERIALS: On the Termination Date or for any reason or at

any time at the Company's request, Executive will deliver promptly to the

Company all materials, documents, plans, records, notes, or other papers and any

copies in Executive's possession or control relating in any way to the Company's

Business, which at all times shall be the property of the Company.

 

         4. SOLICITATION OF EMPLOYEES: During employment and for a period equal

to the longer of (i) 12 months following his Termination Date or (ii) the period

during which Executive is paid pursuant to the terms of his Employment

Agreement, Executive will not solicit or induce or in any manner attempt to

solicit or induce, any person employed by the Company to leave such employment,

whether or not such employment is pursuant to a written contract with the

Company or at will.

 

         5. SOLICITATION OF CUSTOMERS: During employment and for a period equal

to the longer of (i) 12 months following his Termination Date or (ii) the period

during which Executive is paid pursuant to the terms of his Employment

Agreement, Executive will not solicit Customers for the purpose of providing or

offering products or services identical to or reasonably substitutable for the

Company's Business.

 

 

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         6. LIMITATIONS ON POST-TERMINATION COMPETITION: During employment and

for a period equal to the longer of (i) 12 months following his Termination Date

or (ii) the period during which Executive is paid pursuant to the terms of his

Employment Agreement, Executive will not, within the Territory, be employed or

engaged by a Competing Business as a employee, director, executive, officer,

manager, consultant or equivalent position.

 

         7. FURTHER LIMITATIONS: Notwithstanding any provision of this

Noncompetition Agreement to the contrary, if Executive's employment is

terminated (whether by the Company or by Executive) under circumstances that

would entitle him to receive benefits under his agreement with the Company

providing compensation and benefits for terminations following a "change in

control" of the Company (as defined in such agreement), then the time periods in

Paragraphs 5 and 6 above shall be reduced to 12 months.

 

         8. DISPARAGEMENT: Executive shall not at any time make false,

misleading or disparaging statements about the Company, including its products,

management, employees, and customers.

 

         9. OWNERSHIP OF CONFIDENTIAL INFORMATION: The Executive hereby agrees

that any and all improvements, inventions, discoveries, formulas, processes,

methods, know-how, confidential data, trade secrets and other proprietary

information (collectively "Work Product") within the scope of any business of

the Company or any affiliate which the Executive may conceive or make or has

conceived or made during his employment with the Company shall be and are the

sole and exclusive property of the Company, and that the Executive shall,

wherever requested to do so by the Company, at its expense, execute and sign any

and all applications, assignments or other instruments and do all other things

which the Company may deem necessary or appropriate (i) in order to apply for,

obtain, maintain, enforce or defend letters patent of the United States or any

foreign country for any Work Product, or (ii) in order to assign, transfer,

convey or otherwise make available to the Company the sole and exclusive right,

title and interest in and to any Work Product.

 

         10. INTERPRETATION; SEVERABILITY: Rights and restrictions in this

Noncompetition Agreement may be exercised and are applicable only to the extent

they do not violate any applicable laws, and are intended to be limited to the

extent necessary so they will not render this Noncompetition Agreement illegal,

invalid, or unenforceable. If any term shall be held illegal, invalid, or

unenforceable by a court of competent jurisdiction, the remaining terms shall

remain in full force and effect. This Noncompetition Agreement does not in any

way limit the Company's rights under the laws of unfair competition, trade

secret, copyright, patent, trademark or any other applicable laws(s), which are

in addition to rights under this Noncompetition Agreement. The existence of a

claim by Executive, whether predicated on this Noncompetition Agreement or

otherwise, shall not constitute a defense to the Company's enforcement of this

Noncompetition Agreement.

 

 

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         IN WITNESS WHEREOF, the Company and the Executive have executed this

Noncompetition Agreement as of the date first written above.

 

 

                                       /s/ Bruce A. Campbell

                                       ---------------------------------------

                                       Bruce A. Campbell

 

 

 

                                       FORWARD AIR CORPORATION

 

 

                                       By:  /s/ Rodney L. Bell

                                            ----------------------------------

                                       Its:  V.P. & Controller

                                             ---------------------------------