MANAGEMENT RETENTION AGREEMENT

 

This Management Retention Agreement (the “Agreement”) is entered into this __ day of ____, 2003, between EGL, Inc., a Texas corporation (the “Corporation”) and ____________________ (the “Executive”).

 

Whereas, the Executive currently serves as ________________ of the Corporation; and

 

Whereas, the Corporation considers the establishment and maintenance of a sound and vital management team to be essential to protecting and enhancing the best interests of the Corporation and its stockholders; and

 

Whereas, the Board (as defined in Section 2) has determined that it is in the best interests of the Corporation and its stockholders to secure the Executive’s continued services and to ensure the Executive’s continued dedication and objectivity in the event of any Change in Control (as defined in Section 2) of the Corporation, without concern as to whether the Executive might be hindered or distracted by personal uncertainties and risks created by any such Change in Control, and to encourage the Executive’s full attention and dedication to the Corporation, the Board has authorized the Corporation to enter into this Agreement;

 

Now, therefore, for and in consideration of the premises and the mutual covenants and agreements herein contained, the Corporation and the Executive agree as follows:

 

1.

Operation of Agreement.  

 

(a)

The “Effective Date” shall be the date during the “Effective Period” (as defined in Section 1(b)) on which a Change in Control occurs.  Anything in this Agreement to the contrary notwithstanding, if the Executive’s employment with the Corporation terminates prior to the date on which a Change of Control occurs, and Executive can reasonably demonstrate that the termination: (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control, or (ii) was directly related to, arose in connection with or occurred in anticipation of, such Change in Control, then for all purposes of this Agreement, the “Effective Date” shall be the date immediately prior to the date of such termination.

 

(b)

The “Effective Period” shall be the period commencing on the date of this Agreement and ending on the second anniversary of such date; provided, however, that commencing on the date one year after the date of this Agreement, and on each annual anniversary of that date (such date and each subsequent anniversary thereof is referred to as the “Renewal Date”), the Effective Period will be automatically extended so as to terminate two years from such Renewal Date, unless at least 180 days prior to the Renewal Date the Corporation gives the Executive notice that the Effective Period will not be extended.  The Corporation may not, however, give such non-extension notice during any period of time when the Board has knowledge that any person has taken steps reasonably calculated to effect a Change in Control until, in the Board’s opinion, such person has abandoned or terminated its efforts to effect a Change in Control.

 

2.

Change in Control.

 

For purposes of this Agreement, a “Change in Control” means a change of control during the Effective Period of a nature that is required to be reported in response to Item 1 of the Current Report on Form 8-K, as in effect on the date of this Agreement, pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”); provided, however, that, without limitation, such a “Change in Control” shall be deemed to have occurred if:

 

(a)

any “person” (as defined in the Exchange Act)  becomes, directly or indirectly, a “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act) of 35% or more of the combined voting power of the Corporation’s outstanding Voting Securities (as defined below); notwithstanding the foregoing, James R. Crane or his affiliates shall not qualify as part of a Change of Control unless and until James R. Crane, together with all affiliates, becomes the “beneficial owner” of 49% or more of the combined voting power of the Corporation’s Voting Securities; or

 

(b)

individuals who, as of the date of this Agreement, constitute the Board of Directors of the Corporation (the “Board” generally, and, as of the date of this Agreement, the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director after the date of this Agreement whose nomination for election by the Corporation’ stockholders was approved by the Incumbent Board will be, for purposes of this Agreement, considered as though such person was a member of the Incumbent Board; or

 

(c)

the Corporation disposes of all or substantially all of its assets pursuant to a merger, consolidation or other transaction (unless the holders of the Corporation’s Voting Securities immediately prior to the merger, consolidation or other transaction beneficially own, directly or indirectly, in substantially the same proportion as they owned the Corporation’s Voting Securities, all of the voting securities or other ownership interests of the entity or entities, if any, that succeed to the Corporation’s business); or

 

(d)

the Corporation is merged, consolidated or reorganized into or with, or sells all or substantially all of its assets to, another corporation or other entity, and immediately after the transaction less than 50% of the voting power of the then-outstanding securities of the corporation or other entity is held in the aggregate by holders of the Corporation’s Voting Securities immediately before the transaction.

 

For purposes of this Agreement, the term “Voting Securities” shall mean any shares of the Corporation’s capital stock or other securities that are generally entitled to vote in elections of directors.

 

3.

Duties Of the Company and the Executive.

 

(a)

The Corporation agrees to continue the Executive in its employ, and the Executive agrees to remain in the Corporation’s employ, for a period commencing on the Effective Date and 24 months thereafter (the “Employment Period”).  

 

(b)

During the Employment Period:

 

(1)

the Executive’s position (including status, offices, titles and reporting relationships), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 90-day period immediately preceding the Effective Date; and

 

(2)

the Executive’s services will be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than fifty (50) miles from such location; provided, however, the Executive may consent to a relocation beyond the fifty (50) mile radius from such location during the Employment Period.

 

(c)

The Executive’s position, authority, duties and responsibilities shall be regarded as NOT commensurate if, upon a Change in Control:

 

(1)

the Corporation becomes a direct or indirect subsidiary of another unrelated corporation or corporations or becomes controlled, directly or indirectly, by one or more unincorporated entities (such other corporation or unincorporated entity owning or controlling, directly or indirectly, the greatest amount of equity (by vote) of the Corporation is referred to in this Agreement as the “parent company”); or

 

(2)

all or substantially all of the Corporation’s assets are acquired by another unrelated corporation or unincorporated entity or group of corporations or unincorporated entities owned or controlled, directly or indirectly, by another corporation or unincorporated entity (the other acquiring or controlling corporation or unincorporated entity is referred to in this Agreement as a “successor”), unless, in each case: (i) Section 8 of this Agreement is complied with, and (ii) the Executive has assumed a position with the parent company or successor, as the case may be, and the Executive’s position, authority, duties and responsibilities with the parent company or successor, as the case may be, are at least commensurate in all material respects with the most significant of those held, exercised and assigned with the Corporation at any time during the 90-day period immediately preceding the Effective Date; or

 

(d)

Excluding periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote such time, ability, skills and attention to the business of the Corporation as shall be reasonably necessary to perform the assigned duties and performance targets, shall perform the duties in a reasonable, timely and professional manner and shall comply with all applicable policies and rules of the Corporation.

 

4.

Compensation.

 

(a)

Base Salary.  During the Employment Period, the Executive will receive a base salary (“Base Salary”) at a monthly rate at least equal to the highest monthly base salary paid to the Executive by the Corporation during the twelve-month period immediately preceding the month in which the Effective Date occurs.  During the Employment Period, the Base Salary will be reviewed at least annually and will be increased or decreased from time to time at any time as will be consistent with increases or decreases in base salary awarded in the ordinary course of business to other key executives.  

 

(b)

Annual Incentive Bonus. In addition to the Base Salary, the Executive will be eligible, for each of the Corporation’s fiscal years during the Employment Period, for an annual cash bonus (the “Annual Bonus”) based on the achievement of target levels of performance that have been pre-determined by the Corporation for each fiscal year.   The amount of the Annual Bonus shall be based on specific criteria set forth by the Compensation Committee of the Board ( the purpose of this provision is to provide added protection for the Corporation upon a Change of Control so that the Board, through its Compensation Committee, can more closely govern the criteria for the Executive’s bonus) and shall be awarded in amounts based on the Executive’s performance and in the discretion of the Corporation.

 

(c)

Incentive, Savings and Retirement Plans.  In addition to the Base Salary and Annual Bonus payable as provided above, the Executive will be entitled to participate, during the Employment Period, in all incentive, savings and retirement plans and programs applicable to other key executives (including, without limitation, the Corporation’s pension, deferred compensation, and stock option plans).

 

(d)

Welfare Benefit Plans.  During the Employment Period, the Executive and/or the Executive’s family, as the case may be, will be eligible for participation in and shall receive all benefits under each of the Corporation’s welfare benefit plans, including, without limitation, all medical, dental, disability, group life,  and accidental death insurance plans, in each case comparable to those in effect at any time during the 90-day period immediately preceding the Effective Date which would be most favorable to the Executive.

 

(e)

Vacation.  During the Employment Period, the Executive will be entitled to paid vacation in accordance with the most favorable policies of the Corporation as in effect at any time during the 90-day period immediately preceding the Effective Date.

 

5.

Termination of Executive’s Employment.

 

(a)

Death or Disability.  This Agreement shall terminate automatically upon the Executive’s death.  The Corporation may terminate this Agreement, after having established the Executive’s Disability (as defined below), by giving to the Executive written notice of its intention to terminate the Executive’s employment.  In such a case, the Executive’s employment with the Corporation shall terminate effective on the 180th day after receipt of such notice (the “Disability Effective Date”), provided that within 180 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties.  For purposes of this Agreement, “Disability” means disability which, after the expiration of more than 26 weeks after its commencement, is determined to be total and permanent by a physician selected by the Corporation or its insurers and acceptable to the Executive or the Executive’s legal representatives (such agreement not to be withheld unreasonably).

 

(b)

Cause.  The Corporation may terminate the Executive’s employment for “Cause.”  For purposes of this Agreement, “Cause” means:

 

(1)

the Executive’s willful and material breach of the terms of this Agreement;

 

(2)

the Executive’s commission of any felony or any crime involving moral turpitude;

 

(3)

gross dereliction by the Executive in connection with the performance of the Executive’s duties hereunder; or

 

(4)

the Executive’s violation of the Corporation’s policies and rules of behavior.

 

Notwithstanding anything to the contrary set forth in this Agreement, however, “Cause” will not exist, unless and until the Corporation has delivered to the Executive a copy of a resolution duly adopted by the Board (or to the extent applicable, the Incumbent Board) finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth in this Section 5(b) and specifying the particulars in detail.

 

(c)

Good Reason.  The Executive may terminate employment with the Corporation for Good Reason for purposes of this Agreement, “Good Reason” means:

 

(1)

the assignment to the Executive of any duties inconsistent in any material respect with the Executive’s position (including status, offices, titles and reporting relationships), authority, duties or responsibilities as contemplated by Section 3 of this Agreement, or any other action by the Corporation which results in a diminution in such position, authority, duties or responsibilities, other than an insubstantial and inadvertent action which is remedied by the Corporation promptly after receipt of notice thereof given by the Executive;

 

(2)

any failure by the Corporation to comply with any of the provisions of Section 4 of this Agreement, other than an insubstantial and inadvertent failure which is remedied by the Corporation promptly after receipt of notice thereof given by the Executive;

 

(3)

the Corporation’s requiring the Executive to be based at any office or location other than as described in Section 3(a)(2), except for travel reasonably required in the performance of the Executive’s duties;

 

(4)

any purported termination by the Corporation of the Executive’s employment otherwise than as permitted by this Agreement, it being understood that any such purported termination will not be effective for any purpose of this Agreement; or

 

(5)

any failure by the Corporation to comply with and satisfy Section 8 of this Agreement.

 

(d)

Notice of Termination.  Any termination by the Corporation for Cause or by the Executive for Good Reason will be communicated by Notice of Termination to the other party, given in accordance with Section 9.  For purposes of this Agreement, Notice of Termination means written notice indicating the specific termination provision relied upon and providing the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.

 

(e)

Date of Termination.  “Date of Termination” means (1) the effective date on which the Executive’s employment by the Corporation terminates as specified in a Notice of Termination by the Corporation or the Executive, as the case may be, or (2) if the Executive’s employment by the Corporation terminates by reason of death, the date of death of the Executive.  Notwithstanding the foregoing, if the Executive’s employment by the Corporation terminates for Disability, or other than for Cause, as the case may be, then such Date of Termination shall be no earlier than thirty (30) days following the date on which a Notice of Termination is received by the Executive.

 

6.

Obligations of the Corporation upon Termination of Executive’s Employment.

 

(a)

Death.  If the Executive’s employment terminates by reason of the Executive’s death, the Corporation will have no further obligations to the Executive’s legal representatives under this Agreement, other than those obligations accrued hereunder at the date of the Executive’s death.  Notwithstanding the foregoing, the Executive’s family shall be entitled to receive benefits at least equal to the most favorable benefits provided by the Corporation to surviving families of key executives of the Corporation under such plans, programs and policies relating to family death benefits, if any, as in effect at any time during the 90-day period immediately preceding the Effective Date.

 

(b)

Disability.  If the Executive’s employment is terminated by reason of the Executive’s Disability, the Executive will be entitled after the Disability Effective Date to receive disability and other benefits at least equal to the most favorable of those provided by the Corporation to disabled employees and/or their families in accordance with such plans, programs and policies relating to disability, if any, as in effect at any time during the 90-day period immediately preceding the Effective Date.

 

(c)

Cause.  If the Executive’s employment is terminated for Cause, the Corporation shall pay to the Executive the Executive’s full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and shall have no further obligations to the Executive under this Agreement.

 

(d)

Qualifying Termination.  If, during the Employment Period, the Executive’s employment is terminated either by the Corporation other than for Cause or Disability or by reason of the Executive’s death, or by the Executive for Good Reason within twenty-four (24) months of the date of a Change in Control (a “Qualifying Termination”), then the Corporation shall pay to the Executive within thirty (30) days following the Date of Termination (except as provided below), as compensation for services rendered to the Corporation:

 

(1)

A lump-sum cash payment equal to the sum of:

 

(i)

the Executive’s unpaid Base Salary through the Date of Termination (at the rate in effect on the Date of Termination);

 

(ii)

that portion of the target Annual Bonus determined by multiplying the target Annual Bonus by the fraction arrived at by dividing the number of full weeks worked by the Executive during the fiscal year in which his Date of termination occurred by fifty-two (52); and

 

(iii)

any unpaid vacation under the Corporation’s vacation policy in effect at the Date of termination.

 

(2)

A lump-sum cash payment equal to the sum of:

 

(i)

two (2) times the Executive’s highest annual rate of Base Salary in effect during the twelve month period prior to the Date of Termination; and

 

(ii)

two (2) times the average of the Executive’s Annual Bonus payments for the preceding  two fiscal years prior to the fiscal year in which the Executive’s employment has been terminated.

 

(3)

For a period ending the earliest of thirty-six (36) months following the Date of termination; the commencement date of equivalent benefits from a new employer; or the date on which the Executive reaches age sixty (60):

 

(i)

the Corporation will continue to keep in full force and effect (or otherwise provide) each plan and policy providing medical, accident, disability and life coverage with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as, each such plan and policy in effect immediately prior to the Date of Termination, and the Corporation and the Executive will share the costs of continuing each such coverage in the same proportion as such costs were shared immediately prior to the Date of Termination; and

 

(ii)

During any allowed period of carried over benefits, the Executive may convert the Executive’s coverage and his dependents’ coverage under any such plan or policy to individual policies or programs upon the same terms as employees of the Corporation may apply for such conversions.

 

(4)

For a period of twelve months following the Date of Termination, the Corporation will provide, at its expense, executive level outplacement assistance to the Executive by a nationally recognized outplacement firm acceptable to the Executive.

 

   

7.

No Duty to Mitigate.

 

In no event will the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under and of the provisions of this Agreement, nor will the amount of any payment under this Agreement be reduced, except as otherwise specifically provided herein, by any compensation earned by the Executive as a result of employment by another employer.

 

8.

Successors; Binding Agreement.

 

(a)

This Agreement shall not be terminated by any merger or consolidation of the Corporation whereby the Corporation is or is not the surviving or resulting corporation, or as a result of any transfer of all of substantially all of the assets of the Corporation. In the event of any such merger, consolidation or transfer of assets, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred.

 

(b)

The Corporation agrees that concurrently with any merger, consolidation or transfer of assets referred to in Section 8(a) above, it will cause any successor or transferee unconditionally to assume, by written instrument delivered to the Executive, all of the obligations of the Corporation hereunder.

 

(c)

No rights or obligations of the Corporation under this Agreement may be assigned or transferred by the Corporation except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Corporation is not the continuing entity, or in connection with the sale, liquidation or disposition of all or substantially all of the assets of the Corporation, or in connection with the disposition of the business of the Corporation substantially as an entirety, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Corporation and such assignee or transferee assumes all of the liabilities, obligations and duties of the Corporation under this Agreement.

 

(d)

This Agreement is personal to the Executive and, without the prior written consent of the Corporation, shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution.  

 

9.

Miscellaneous.

 

(a)

Arbitration.  The Corporation and the Executive agree that in the event of any legal dispute between the parties concerning this Agreement or legal rights arising from or relating to the employment relationship between the Corporation and the Executive, the parties shall submit their dispute to binding arbitration.  This provision does not prohibit the Executive from filing a charge with a federal administrative agency.  Insured workers compensation claims (other than wrongful discharge claims) and claims for unemployment insurance are excluded from arbitration under this provision.  The arbitration will be conducted under the authority of the Federal Arbitration Act and will be conducted by the American Arbitration Association, or other mutually agreeable arbitration service.  The arbitrator(s) shall be duly licensed to practice law in the State of Texas.  All proceedings shall be conducted in Houston, Texas, or another mutually agreeable site.  The duty to arbitrate described above shall survive the termination of this Agreement.  The parties hereby waive trial in a court of law by jury. All other rights, remedies, time limitations and defenses applicable to claims asserted in a court of law shall apply in the arbitration.

 

(b)

Governing Law.  This Agreement shall be governed and construed in accordance with the laws of the State of Texas; provided, however, that federal law will control as to the arbitration clause set forth in Section 9(a) above.

 

(c)

Withholding.  The Corporation may withhold from any amount payable or benefit provided under this Agreement such Federal, state, local, foreign and other taxes as are required to be withheld pursuant to any applicable law or regulation.

 

(d)

Notice.  All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

 

If to the Executive:

___________________

___________________

___________________

(__) ____-___________

Attn: _______________

 

If to the Corporation:

EGL, Inc.

15350 Vickery Drive

Houston, TX 77032

(281) 618-3100

Attn: Marta H. Johnson, Associate General Counsel

 

or to such other address as either party shall have furnished to the other in writing in accordance herewith.  Notice and communications shall be effective when actually received by the addressee.

  

(e)

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

 

(f)

The Executive and the Corporation acknowledge that the employment of the Executive by the Corporation is “at will” and, prior to the Effective Date, may be terminated by either the Executive or the Corporation at any time.  Except as specified in Section 1(a) hereof, upon a termination of the Executive’s employment or upon the Executive ceasing to be an officer of the Corporation, in each case, prior to the Effective Date, there shall be no further rights under this Agreement.

 

IN WITNESS HEREOF, the parties agree to the foregoing terms and conditions on the date set forth above.

 

 

EXECUTIVE:

CORPORATION:

 

EGL, INC.

 

By:______________________

By: ____________________

Name:

Name:

Address:

Title:

 

 

 

 

 

 


                  CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT
 
     THIS CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT ("Agreement") is made
and entered into effective October 1, 1996, (the "Effective Date"), by and
between EAGLE USA AIR FREIGHT, INC., a Texas corporation with its principal
place of business at 3214 Lodestar, Houston, Harris County, 77032 Texas
(hereinafter called the ("Company"), and James R. Crane, an individual residing
in Harris County, Texas (hereinafter called "Employee").
 
     In consideration of the mutual agreements and covenants herein contained,
the parties hereto agree as follows:
 
     1. SUPERSEDING AGREEMENT. This Agreement supersedes any and all other
employment agreements, written or oral, between the Company and Employee. This
Agreement is entered into in connection with, and contemporaneously with, the
issuance to Employee of Awards (as defined therein) pursuant to the Eagle USA
Freight, Inc. Long-Term Incentive Plan.
 
     2. EMPLOYEE'S REPRESENTATIONS.
 
     (a) Employee is not, nor has Employee ever been, a party to any employment
     agreement, expressed or implied, with any employer which requires the
     Employee to continue in the employment beyond the effective date of this
     Agreement.
 
     (b) The undertaking of this Agreement will not constitute a breach of any
     agreement to which Employee is a party or any obligation to which Employee
     is bound.
 
     (c) Employee has not, and will not, use or divulge to anyone any of the
     "Trade Secrets" of the former employer.
 
     (d) Employee is not bound by any non-disclosure or non-compete agreement
     agreements which would in any way effect Employee's performance under this
     Agreement.
 
     (e) Employee has no obligations to others which are inconsistent with the
     terms of this Agreement or with Employee's faithful performance of duties
     as an Employee of the Company.
 
     3. EMPLOYMENT. The Company hereby employs Employee as Chief Executive
Officer for the Company's air freight forwarding operations and to perform such
other duties in connection therewith as the President of the Company may direct
from time to time, including without limitation attendance at management, sales
and other meetings at the Company's office in Houston, Harris County, Texas.
Employee hereby accepts such employment and agrees to devote his full time and
attention to the diligent prosecution of the business and affairs of the
Company. Without the prior written consent of the Company, 
 
 
                                       1
<PAGE>   2
Employee shall not serve as a Employee of, or solicit or accept orders for, air
freight forwarding services on behalf of any other person, firm or entity or
accept any other part or full time employment.
 
     4. TERM. The employment provided for hereunder shall commence on the
Effective Date and continue until terminated by the Company or Employee as
hereinafter provided.
 
     5. COMPENSATION. For services rendered by Employee under the terms of this
Agreement, the Company shall compensate Employee a base monthly salary of
$41,666.67, payable bi-weekly in arrears in accordance with the payroll
policies of the Company and subject to normal withholding of state and federal
income, unemployment and FICA taxes.
 
     6. CORPORATE BENEFITS. The Company shall, during Employee's period of
employment, provide Employee the following benefits and perquisites:
 
     (a) Transportation. The Company shall provide Employee a company car, and
     the Company shall pay insurance expenses for same, for use on behalf of
     and in furtherance of the Company's business.
 
     (b) Expenses. The Company shall reimburse Employee monthly for reasonable
     and necessary business expenses he incurs in the performance of his duties
     and functions on behalf of the Company; provided, however, that the
     Company may refuse to reimburse Employee for expenses in excess of $20 for
     which he cannot or does not provide an original credit card receipt or
     similar accounting or documentation which states the amount of
     expenditure, the date, place, and essential character of the expenditure,
     the business reason for the expenditure and/or the nature of the business
     derived or expected to be derived as a result of the expenditure.
 
     (c) Insurance. The Company shall provide Employee with dental and medical
     insurance coverages at such cost and to the extent made available by the
     Company to its Employees generally.
 
     (d) 401(k) Plan Employee shall be entitled to participate in the Company's
     401(k) Plan. 
 
     (e) The Company shall reimburse Employee for annual dues for the Lochinvar
     Club.
 
     (f) The Company shall pay Employee pursuant to the Five-Year Incentive
     Plan attached hereto as Exhibit "A."
 
     7. TERMINATION. Notwithstanding any provision hereof to the contrary, and
notwithstanding any provision stating compensation, commissions or other
benefits to be calculated or payable on a monthly, quarterly or annual basis,
either the Company or Employee may terminate this Agreement at any time, with
or without cause, by giving the 
 
                                       2
<PAGE>   3
 
non-terminating party thirty (30) days advance, written notice of termination.
The Company shall have the right to terminate this Agreement for cause
effective immediately on delivery of written or oral notice of termination. For
purposes of this Agreement, "cause" shall include, but shall not be limited to,
(a) Employee's failure or refusal to perform to the satisfaction of the
President of the Company any duty or task delegated to him or Employee's
failure or refusal to observe and keep any and all covenants or obligations on
his part to be performed or kept under the terms of this Agreement or other
policies and guidelines from time to time established by the Company, which
failure or refusal is not cured within ten (10) days after written notice
thereof from the Company, or (b) Employee's malfeasance, theft from the
Company, embezzlement or other illegal conduct which in the judgment of the
Company could damage the business or reputation of the Company.
 
     8. DISCLOSURE OF CONFIDENTIAL BUSINESS INFORMATION. Employee recognizes
and acknowledges that lists of the Company's customers, pricing structures and
policies and credit terms, as they may exist from time to time (collectively
"Business Information"), are valuable, special and unique assets of the
Company's business and constitute confidential and proprietary business
information of the Company. Accordingly, Employee covenants that he will not,
during or after the term of his employment with the Company, disclose Business
Information, or any part thereof, to any person, firm, corporation,
association, or other entity for any reason or purpose whatsoever. Employee
additionally covenants not to disclose to any person, firm, corporation,
association or other entity any other information which is not otherwise known
to the public concerning the business, customers or affairs of the Company or
its subsidiaries or affiliates which he may acquire in the course of or as an
incident to his employment and service on behalf of the Company.
 
     9. COVENANT NOT TO COMPETE. The nature and character of the Company's
business in which Employee will be engaged is air freight forwarding and
related activities. Employee agrees that during the period of his employment
hereunder, and for a period of two years after the termination of his
employment (a) by the Company for cause or (b) voluntarily by Employee, or for
a period of one year after the termination of his employment without cause, he
shall not, directly or indirectly, as an owner, operator, employee,
representative, shareholder, officer, director, partner, venturer, consultant,
advisor or in any other capacity, within a seventy-five (75) mile radius of the
Houston offices or any Company office that Employee may hereafter serve on
behalf of the Company during the term hereof, and regardless of any claims that
either party may have against the other, (x) engage in any business activity in
competition with the business in which the Company is engaged at any time
during his employment or any business activity which the Company is planning or
intends to pursue at the date of termination of Employee's employment, (y)
solicit such business from, or provide such services to, any of the customers
or accounts of the Company, or (z) become the employee of, or otherwise render
services to or on behalf of, any enterprise which competes directly or
indirectly with the business of the Company. Employee agrees that the
limitations set forth on his rights to compete with the Company after
termination of his employment are reasonable and necessary to the protection of
the Company. In this regard, Employee specifically agrees that such limitations
as to the period of time, geographic area and type and scope of restriction on
his activities specified herein are reasonable and necessary for the 
 
                                       3
<PAGE>   4
 
protection of the goodwill or other business interests of the Company. However,
should either the time period or the geographical area provided herein be
deemed invalid or unenforceable in any respect, then Employee recognizes and
agrees that a modification may be made to such time period or geographic area
to protect the Company with respect to the purpose of this covenant not to
compete. This covenant on the part of Employee shall be independent of any
other provision of this Agreement, and the existence of any claim or cause of
action of Employee against the Company, whether predicated on this Agreement or
otherwise, shall not constitute a defense for the enforcement by the Company of
this covenant.
 
     10. NO SOLICITATION. Employee agrees that during the term hereof and for a
period of one year following the termination of Employee's employment, with or
without cause, Employee will not, individually or on behalf of his employer or
any other person or entity, directly or indirectly, solicit, divert, recruit or
employ any employee of the Company or induce any employee of the Company to
terminate his or her employment.
 
     11. INJUNCTIVE RELIEF. Employee recognizes and agrees that any violation
of any of the provisions contained in Sections 7, 8 or 9 hereof will cause such
damage or injury to the Company as would be irreparable and continuing, that
the exact amount of such damage might be difficult to ascertain and that, for
such reason, among others, the Company shall be entitled, as a matter of
course, to a temporary restraining order and a temporary and permanent
injunction restraining any further violation of any such provision. Such right
to injunctive relief shall be in addition to, and not in limitation of, any
other rights and remedies the Company may have against Employee, including
without limitation the right to recover damages for any breach or threatened
breach, including without limitation the recovery of damages from Employee.
 
     12. NOTICE. Any notice given under this Agreement by either party shall be
given in writing. Any such notice shall be deemed to be given upon actual
delivery or when mailed to any such party by registered or certified mail,
postage prepaid, addressed to such party at its address set out below, or at
such other addresses as either party may hereafter designate (by written notice
provided in accordance with this paragraph) as its address for purposes of
notice hereunder:
 
     Employee:  James R. Crane
                1702 North Blvd.
                Houston, TX  77098
 
     Company:   Eagle USA Air Freight, Inc.
                P.O. Box 60467 AMF
                Houston, Texas 77205
                Attn.: James R. Crane, President
 
     13. WAIVER OF BREACH. The waiver by either party of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of
any subsequent breach of the same or any other provision of this Agreement.
 
 
                                       4
<PAGE>   5
 
     14. ENTIRE AGREEMENT; AMENDMENT. This instrument contains the entire
agreement of the parties with respect to the subject matter hereof. It may be
amended only by an agreement in writing signed by both parties.
 
     15. BENEFITS; ASSIGNMENT. The rights and obligations of the parties under
this Agreement shall inure to the benefit of and shall be binding upon their
respective heirs, successors and assigns. Employee shall not assign his rights,
duties or obligations hereunder without the express written consent of the
Company.
 
     16. APPLICABLE LAW; JURISDICTION. The parties intend and agree that the
terms and provisions of this Agreement and the performance of the parties
hereunder shall be governed by the laws of the State of Texas. The parties
agree to submit to the jurisdiction of the courts located in Harris County,
Texas with respect to any matter arising under this Agreement or its
enforcement.
 
     17. SEVERABILITY. In the event that any provision of this Agreement is
declared to be invalid or illegal by final judgment of any court of competent
jurisdiction, the remainder of this Agreement shall remain in full force and
effect notwithstanding the invalidity or illegality of such provision. 
 
     IN WITNESS WHEREOF, each of the parties hereby executes this Agreement at
Houston, Harris County, Texas on the day and year first above written.
 
 
                                             EAGLE USA AIRFREIGHT, INC.
 
 
                                             By:  /s/ JAMES R. CRANE
                                                ------------------------------
                                             James R. Crane, President
 
                                             /s/  JAMES R. CRANE
                                             ---------------------------------
                                             James R. Crane