RICHARD K. MCCLELLAND
AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amendment No. 2 to Amended and Restated Employment Agreement
("Amendment") is made and entered into on March 20, 1998, between DYNAMEX INC.,
a Delaware corporation, hereinafter referred to as the "Company," and RICHARD K.
MCCLELLAND, hereinafter referred to as "Executive."
WHEREAS, Executive and the Company have entered into an Amended and
Restated Employment Agreement, dated as of July 11, 1995, as amended by
Amendment No. 1 thereto, dated as of July 1, 1996 and effective as of September
27, 1995 (as amended, the "Agreement"); and
WHEREAS, the parties hereto mutually desire to amend certain provisions
of the Agreement;
NOW, THEREFORE, the parties hereto agree as follows.
1. On December 20, 1995, Parcelway Systems Holding Corp. changed
its name to Dynamex Inc. The name "Parcelway Systems Holding Corp." shall be
replaced with "Dynamex Inc." wherever it appears in the Agreement, and the
defined term "Holdings" shall be replaced with the term "Dynamex" wherever it
appears in the Agreement.
2. Section 4 of the Agreement shall hereinafter read as follows:
"4. Grant Options.
(a) The Company has granted to Executive stock
options (the "Grant Options") for the purchase of 48,000
shares (reflecting the 4 for 1 split of Common Stock effective
on June 3, 1996) of the Dynamex Common Stock at an exercise
price of US $4.25 per share ("Exercise Price") pursuant to the
form of option agreement attached hereto as Exhibit B. The
shares of Dynamex Common Stock that are to be issued to
Executive upon exercise of the Grant Options shall be referred
to herein as the "Grant Shares."
(b) The Company shall pay Executive eight equal
bonus payments each in the amount of $25,500 plus interest as
calculated herein, with the first such payment to be made on
the last day of the third month following Executive's exercise
of the Grant Options (the "Exercise Date") and remaining
payments to be made on the last day of each succeeding
three-month period, respectively, with the eighth and last
such payment to be made on the eighteen month anniversary of
the initial payment date. Interest shall be paid along with
each bonus payment and shall accrue from the date the Grant
Options are exercised
on the unpaid balance of all such bonus payments at the rate
announced publicly by NationsBank of Texas, N.A. in Dallas,
Texas, from time to time as its prime rate.
(c) If this Agreement is terminated after the Exercise
Date for any reason other than those set forth in Section 2(a), 2(c) or
2(d), then the entire principal amount of the Option Bonus that is due
and unpaid on such termination date, shall become immediately due and
payable to Executive.
3. Except as set forth above, the other provisions of the
Agreement shall remain in full force and effect.
4. This Amendment shall be governed by and construed in
accordance with the laws of Delaware.
EXECUTED the day, month and year first above written.
Robert P. Capps, Vice President
Richard K. McClelland