Delaware
|
36-4007085
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
incorporation
of organization)
|
Identification
No.)
|
Atlanta
|
Indianapolis
|
Minneapolis
|
St.
Louis
|
Baltimore
|
Kansas
City
|
New
York City
|
Toledo
|
Boston
|
Laredo
|
Pittsburgh
|
Toronto
|
Chicago
|
Los
Angeles
|
Salt
Lake City
|
|
Cleveland
|
Memphis
|
San
Diego
|
|
Houston
|
Milwaukee
|
San
Francisco
|
|
Burlington
Northern Santa Fe
|
Florida
East Coast
|
Canadian
National
|
Kansas
City Southern
|
Canadian
Pacific
|
Norfolk
Southern
|
CSX
|
Union
Pacific
|
Name
|
Age
|
Position
|
Phillip
C. Yeager
|
80
|
Chairman
of the Board of Directors
|
David
P. Yeager
|
54
|
Vice
Chairman of the Board of Directors and Chief Executive
Officer
|
Mark
A. Yeager
|
43
|
President,
Chief Operating Officer and Director
|
Christopher
R. Kravas
|
42
|
Chief
Intermodal Officer
|
David
L. Marsh
|
40
|
Chief
Marketing Officer
|
Terri
A. Pizzuto
|
49
|
Executive
Vice President, Chief Financial Officer and Treasurer
|
Stephen
P. Cosgrove
|
48
|
Executive
Vice President-Customer Service
|
James
B. Gaw
|
57
|
Executive
Vice President-Sales
|
Dwight
C. Nixon
|
45
|
Executive
Vice President-Highway
|
Donald
G. Maltby
|
53
|
Executive
Vice President-Logistics
|
Dennis
R. Polsen
|
54
|
Executive
Vice President-Information Services
|
David
C. Zeilstra
|
38
|
Vice
President, Secretary and General Counsel
|
Item
5.
|
MARKET
FOR REGISTRANTS COMMON EQUITY AND RELATED SHAREHOLDER MATTERS AND
ISSUER
PURCHASES OF EQUITY SECURITIES
|
2007
|
2006
|
|||||||||||||||
High
|
Low
|
High
|
Low
|
|||||||||||||
First
Quarter
|
$ | 33.52 | $ | 28.56 | $ | 22.92 | $ | 17.42 | ||||||||
Second
Quarter
|
$ | 37.83 | $ | 28.98 | $ | 25.80 | $ | 20.75 | ||||||||
Third
Quarter
|
$ | 38.96 | $ | 29.94 | $ | 24.68 | $ | 20.98 | ||||||||
Fourth
Quarter
|
$ | 33.39 | $ | 23.69 | $ | 29.63 | $ | 22.99 |
Selected Financial Data
|
|||
(in thousands except per share data) |
|
Years Ended December 31, | |||||||||||||||||||
2007 | 2006 (2) | 2005 | 2004 |
2003
|
||||||||||||||||
Statement
of
Income Data:
|
||||||||||||||||||||
Revenue
|
$ | 1,658,168 | $ | 1,609,529 | $ | 1,481,878 | $ | 1,380,722 | $ | 1,305,817 | ||||||||||
G ross margin | 232,324 | 218,418 | 174,742 | 167,062 | 155,569 | |||||||||||||||
Operating income | 90,740 | 77,236 | 47,904 | 38,104 | 20,611 | |||||||||||||||
Income from continuing operations before taxes | 93,228 | 79,508 | 48,871 | 27,551 | 13,842 | |||||||||||||||
Income from continuing operations after taxes | 59,799 | 47,705 | 29,176 | 15,870 | 6,906 | |||||||||||||||
Income from discontinued operations, net of tax (1) | - | 981 | 3,770 | 1,409 | 1,524 | |||||||||||||||
Net income | $ | 59,799 | $ | 48,686 | $ | 32,946 | $ | 17,279 | $ | 8,430 | ||||||||||
Basic earnings per common share | ||||||||||||||||||||
Income from continuing operations | $ | 1.55 | $ | 1.19 | $ | 0.73 | $ | 0.45 | $ | 0.22 | ||||||||||
Income from discontinued operations | - | $ | 0.03 | $ | 0.10 | $ | 0.04 | $ | 0.05 | |||||||||||
Diluted earnings per common share | ||||||||||||||||||||
Income from continuing operations | $ | 1.53 | $ | 1.17 | $ | 0.71 | $ | 0.42 | $ | 0.22 | ||||||||||
Income from discontinued operations | - | $ | 0.02 | $ | 0.09 | $ | 0.04 | $ | 0.05 |
As
of December
31,
|
||||||||||||||||||||
2007
|
2006
|
2005
|
2004
|
2003
|
||||||||||||||||
Balance
Sheet
Data:
|
||||||||||||||||||||
Total
assets
|
$ | 491,967 | $ | 484,548 | $ | 444,418 | $ | 410,845 | $ | 388,527 | ||||||||||
Long-term
debt, excluding current
portion
|
- | - | - | - | 67,017 | |||||||||||||||
Stockholders'
equity
|
250,899 | 258,844 | 242,075 | 226,936 | 143,035 |
(1)
|
HGDS
disposed of May 1, 2006
|
(2)
|
Comtrak
was acquired February 28, 2006
|
·
|
the
degree and rate of market growth in the domestic intermodal, truck
brokerage and logistics markets served by
us;
|
·
|
deterioration
in our relationships with existing railroads or adverse changes to
the
railroads’ operating rules;
|
·
|
changes
in rail service conditions or adverse weather
conditions;
|
·
|
further
consolidation of railroads;
|
·
|
the
impact of competitive pressures in the marketplace, including entry
of new
competitors, direct marketing efforts by the railroads or marketing
efforts of asset-based carriers;
|
·
|
changes
in rail, drayage and trucking company
capacity;
|
·
|
railroads
moving away from ownership of intermodal
assets;
|
·
|
equipment
shortages or equipment surplus;
|
·
|
changes
in the cost of services from rail, drayage, truck or other
vendors;
|
·
|
increases
in costs for independent contractors due to regulatory, judicial
and legal
changes;
|
·
|
labor
unrest in the rail, drayage or trucking company
communities;
|
·
|
general
economic and business conditions;
|
·
|
fuel
shortages or fluctuations in fuel
prices;
|
·
|
increases
in interest rates;
|
·
|
changes
in homeland security or terrorist
activity;
|
·
|
difficulties
in maintaining or enhancing our information technology
systems;
|
·
|
changes
to or new governmental regulation;
|
·
|
loss
of several of our largest
customers;
|
·
|
inability
to recruit and retain key
personnel;
|
·
|
inability
to recruit and maintain drivers and owner
operators;
|
·
|
changes
in insurance costs and claims expense;
and
|
·
|
inability
to close and successfully integrate any future business
combinations.
|
Twelve
Months Ended
|
||||||||||||
December
31,
|
||||||||||||
%
|
||||||||||||
2007
|
2006
|
Change
|
||||||||||
Revenue
|
||||||||||||
Intermodal
|
$ | 1,206,364 | $ | 1,172,566 | 2.9 | % | ||||||
Brokerage
|
318,834 | 306,332 | 4.1 | % | ||||||||
Logistics
|
132,970 | 130,631 | 1.8 | % | ||||||||
Total
revenue from continuing operations
|
$ | 1,658,168 | $ | 1,609,529 | 3.0 | % |
Twelve
Months Ended
|
||||||||
December
31,
|
||||||||
2007
|
2006
|
|||||||
Revenue
|
100.0 | % | 100.0 | % | ||||
Transportation
costs
|
86.0 | 86.4 | ||||||
Gross
margin
|
14.0 | 13.6 | ||||||
Costs
and expenses:
|
||||||||
Salaries
and benefits
|
5.8 | 5.9 | ||||||
General
and administration
|
2.5 | 2.5 | ||||||
Depreciation
and amortization
|
0.2 | 0.4 | ||||||
Total
costs and expenses
|
8.5 | 8.8 | ||||||
Operating
income
|
5.5 | 4.8 | ||||||
Other
income (expense):
|
||||||||
Interest
income
|
0.1 | 0.1 | ||||||
Total
other income (expense)
|
0.1 | 0.1 | ||||||
Income
from continuing operations before
provision
for income taxes
|
5.6 | 4.9 | ||||||
Provision
for income taxes
|
2.0 | 1.9 | ||||||
Income
from continuing operations
|
3.6 | % | 3.0 | % | ||||
Twelve
Months Ended
|
||||||||||||
December
31,
|
||||||||||||
%
|
||||||||||||
2006
|
2005
|
Change
|
||||||||||
Revenue
|
||||||||||||
Intermodal
|
$ | 1,172,566 | $ | 1,079,798 | 8.6 | % | ||||||
Brokerage
|
306,332 | 266,545 | 14.9 | % | ||||||||
Logistics
|
130,631 | 135,535 | (3.6) | % | ||||||||
Total
revenue from continuing operations
|
$ | 1,609,529 | $ | 1,481,878 | 8.6 | % |
Twelve
Months Ended
|
||||||||
December
31,
|
||||||||
2006
|
2005
|
|||||||
Revenue
|
100.0 | % | 100.0 | % | ||||
Transportation
costs
|
86.4 | 88.2 | ||||||
Gross
margin
|
13.6 | 11.8 | ||||||
Costs
and expenses:
|
||||||||
Salaries
and benefits
|
5.9 | 5.6 | ||||||
General
and administration
|
2.5 | 2.3 | ||||||
Depreciation
and amortization
|
0.4 | 0.7 | ||||||
Total
costs and expenses
|
8.8 | 8.6 | ||||||
Operating
income
|
4.8 | 3.2 | ||||||
Other
income (expense):
|
||||||||
Interest
income
|
0.1 | 0.1 | ||||||
Total
other income (expense)
|
0.1 | 0.1 | ||||||
Income
from continuing operations before
provision
for income taxes
|
4.9 | 3.3 | ||||||
Provision
for income taxes
|
1.9 | 1.3 | ||||||
Income
from continuing operations
|
3.0 | % | 2.0 | % | ||||
2008
|
$ | 24,514 | ||
2009
|
17,815 | |||
2010
|
15,461 | |||
2011
|
13,930 | |||
2012
|
12,297 | |||
2013
and thereafter
|
5,451 |
2008
|
$ | 979 | ||
2009
|
868 | |||
2010
|
1,620 | |||
2011
|
576 | |||
2012
|
582 | |||
2013
and thereafter
|
5,806 |
HUB
GROUP, INC.
|
||||||||
CONSOLIDATED
BALANCE SHEETS
|
||||||||
(in
thousands, except share amounts)
|
||||||||
December
31,
|
||||||||
2007
|
2006
|
|||||||
ASSETS
|
||||||||
CURRENT
ASSETS:
|
||||||||
Cash
and cash equivalents
|
$ | 38,002 | $ | 43,491 | ||||
Accounts
receivable
|
||||||||
Trade,
net
|
160,944 | 158,284 | ||||||
Other
|
9,828 | 8,369 | ||||||
Prepaid
taxes
|
86 | 2,119 | ||||||
Deferred
taxes
|
5,044 | 3,433 | ||||||
Prepaid
expenses and other current assets
|
4,318 | 4,450 | ||||||
TOTAL
CURRENT ASSETS
|
218,222 | 220,146 | ||||||
Restricted
investments
|
5,206 | 3,017 | ||||||
Property
and equipment, net
|
29,662 | 26,974 | ||||||
Other
intangibles, net
|
7,056 | 7,502 | ||||||
Goodwill,
net
|
230,448 | 225,448 | ||||||
Other
assets
|
1,373 | 1,461 | ||||||
TOTAL
ASSETS
|
$ | 491,967 | $ | 484,548 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
CURRENT
LIABILITIES:
|
||||||||
Accounts
payable
|
||||||||
Trade
|
$ | 123,020 | $ | 117,676 | ||||
Other
|
6,683 | 7,783 | ||||||
Accrued
expenses
|
||||||||
Payroll
|
16,446 | 18,294 | ||||||
Other
|
33,063 | 25,673 | ||||||
Related
party payable
|
5,000 | 5,000 | ||||||
TOTAL
CURRENT LIABILITIES
|
184,212 | 174,426 | ||||||
Non-current
liabilities
|
9,708 | 7,691 | ||||||
Deferred
taxes
|
47,148 | 43,587 | ||||||
STOCKHOLDERS'
EQUITY:
|
||||||||
Preferred
stock, $.01 par value; 2,000,000 shares
authorized; no shares issued or outstanding in 2007 and
2006
|
- | - | ||||||
Common
stock
|
||||||||
Class
A: $.01 par value; 97,337,700 shares authorized in
2007; 41,224,792 shares issued and 36,666,731 outstanding in 2007;
47,337,700 shares authorized in 2006; 41,224,792 shares issued and
38,943,122 outstanding in 2006
|
412 | 412 | ||||||
Class
B: $.01 par value; 662,300 shares authorized; 662,296 shares
issued and outstanding in 2007 and 2006
|
7 | 7 | ||||||
Additional
paid-in capital
|
176,657 | 179,203 | ||||||
Purchase
price in excess of predecessor basis, net of tax benefit of
$10,306
|
(15,458 | ) | (15,458 | ) | ||||
Retained
earnings
|
206,042 | 146,243 | ||||||
Treasury
stock; at cost, 4,558,061 shares in 2007 and 2,281,670 shares in
2006
|
(116,761 | ) | (51,563 | ) | ||||
TOTAL
STOCKHOLDERS' EQUITY
|
250,899 | 258,844 | ||||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 491,967 | $ | 484,548 |
HUB
GROUP, INC.
|
||||||||||||
CONSOLIDATED
STATEMENTS OF INCOME
|
||||||||||||
(in
thousands, except per share amounts)
|
||||||||||||
Years
Ended
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Revenue
|
$ | 1,658,168 | $ | 1,609,529 | $ | 1,481,878 | ||||||
Transportation
costs
|
1,425,844 | 1,391,111 | 1,307,136 | |||||||||
Gross
margin
|
232,324 | 218,418 | 174,742 | |||||||||
Costs
and expenses:
|
||||||||||||
Salaries
and benefits
|
95,678 | 95,152 | 83,392 | |||||||||
General
and administrative
|
41,416 | 39,929 | 34,541 | |||||||||
Depreciation
and amortization
|
4,490 | 6,101 | 8,905 | |||||||||
Total
costs and expenses
|
141,584 | 141,182 | 126,838 | |||||||||
Operating
income
|
90,740 | 77,236 | 47,904 | |||||||||
Other
income (expense):
|
||||||||||||
Interest
expense
|
(108 | ) | (115 | ) | (124 | ) | ||||||
Interest
income
|
2,480 | 2,311 | 971 | |||||||||
Other,
net
|
116 | 76 | 120 | |||||||||
Total
other income (expense)
|
2,488 | 2,272 | 967 | |||||||||
Income
from continuing operations before provision for income
taxes
|
93,228 | 79,508 | 48,871 | |||||||||
Provision
for income taxes
|
33,429 | 31,803 | 19,695 | |||||||||
Income
from continuing operations
|
59,799 | 47,705 | 29,176 | |||||||||
Discontinued
operations:
|
||||||||||||
Income
from discontinued operations of HGDS (including loss on disposal
of $70 in
2006)
|
- | 1,634 | 6,315 | |||||||||
Provision
for income taxes
|
- | 653 | 2,545 | |||||||||
Income
from discontinued operations
|
- | 981 | 3,770 | |||||||||
Net
income
|
$ | 59,799 | $ | 48,686 | $ | 32,946 | ||||||
Basic
earnings per common share
|
||||||||||||
Income
from continuing operations
|
$ | 1.55 | $ | 1.19 | $ | 0.73 | ||||||
Income
from discontinued operations
|
$ | - | $ | 0.03 | $ | 0.10 | ||||||
Net
income
|
$ | 1.55 | $ | 1.22 | $ | 0.83 | ||||||
Diluted
earnings per common share
|
||||||||||||
Income
from continuing operations
|
$ | 1.53 | $ | 1.17 | $ | 0.71 | ||||||
Income
from discontinued operations
|
$ | - | $ | 0.02 | $ | 0.09 | ||||||
Net
income
|
$ | 1.53 | $ | 1.19 | $ | 0.80 | ||||||
Basic
weighted average number of shares outstanding
|
38,660 | 39,958 | 39,860 | |||||||||
Diluted
weighted average number of shares outstanding
|
39,128 | 40,823 | 41,392 |
HUB
GROUP, INC
|
||||||||||||
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY
|
||||||||||||
(in
thousands, except shares)
|
||||||||||||
Years
ended December 31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Class
A & B Common Stock Shares Outstanding
|
||||||||||||
Beginning
of year
|
39,605,418 | 40,624,780 | 41,191,812 | |||||||||
Exercise
of non-qualified stock options
|
- | - | 692,516 | |||||||||
Issuance
of restricted stock
|
- | - | 2,760 | |||||||||
Purchase
of treasury shares
|
(2,741,700 | ) | (2,126,255 | ) | (2,378,712 | ) | ||||||
Treasury
shares issued under restricted stock and stock options
exercised
|
465,309 | 1,106,893 | 1,116,404 | |||||||||
Ending
balance
|
37,329,027 | 39,605,418 | 40,624,780 | |||||||||
Class
A & B Common Stock Amount
|
||||||||||||
Beginning
of year
|
$ | 419 | $ | 419 | $ | 412 | ||||||
Issuance
of restricted stock and exercise of stock options
|
- | - | 7 | |||||||||
Ending
balance
|
419 | 419 | 419 | |||||||||
Additional
Paid-in Capital
|
||||||||||||
Beginning
of year
|
179,203 | 183,524 | 182,056 | |||||||||
Equity
reclassification impact of adopting SFAS No. 123 (R)
|
- | (6,259 | ) | - | ||||||||
Exercise
of non-qualified stock options
|
(6,668 | ) | (12,516 | ) | (7,663 | ) | ||||||
Share-based
compensation expense
|
3,853 | 3,405 | - | |||||||||
Tax
benefit of share-based compensation plans
|
3,952 | 12,337 | 8,523 | |||||||||
Issuance
of restricted stock awards, net of forfeitures
|
(3,683 | ) | (1,288 | ) | 608 | |||||||
Ending
balance
|
176,657 | 179,203 | 183,524 | |||||||||
Purchase
Price in Excess of Predecessor Basis, Net of Tax
|
||||||||||||
Beginning
of year
|
(15,458 | ) | (15,458 | ) | (15,458 | ) | ||||||
Ending
balance
|
(15,458 | ) | (15,458 | ) | (15,458 | ) | ||||||
Retained
Earnings
|
||||||||||||
Beginning
of year
|
146,243 | 97,557 | 64,611 | |||||||||
Net
income
|
59,799 | 48,686 | 32,946 | |||||||||
Ending
balance
|
206,042 | 146,243 | 97,557 | |||||||||
Unearned
Compensation
|
||||||||||||
Beginning
of year
|
- | (6,259 | ) | (4,685 | ) | |||||||
Issuance
of restricted stock awards, net of forfeitures
|
- | - | (3,751 | ) | ||||||||
Compensation
expense related to restricted stock awards
|
- | - | 2,177 | |||||||||
Equity
reclassification impact of adopting SFAS No. 123 (R)
|
- | 6,259 | - | |||||||||
Ending
balance
|
- | - | (6,259 | ) | ||||||||
Treasury
Stock
|
||||||||||||
Beginning
of year
|
(51,563 | ) | (17,708 | ) | - | |||||||
Purchase
of treasury shares
|
(76,309 | ) | (49,622 | ) | (33,245 | ) | ||||||
Issuance
of restricted stock and exercise of stock options
|
11,111 | 15,767 | 15,537 | |||||||||
Ending
balance
|
(116,761 | ) | (51,563 | ) | (17,708 | ) | ||||||
Total
stockholders’ equity
|
$ | 250,899 | $ | 258,844 | $ | 242,075 |
Year Ended
|
||||
December
31,
|
||||
2005
|
||||
Income
from continuing operations, as reported
|
$ | 29,176 | ||
Income
from discontinued operations, as reported
|
3,770 | |||
Total
net income, as reported
|
$ | 32,946 | ||
Add: Total
share–based compensation included in net income, net of related tax
effects
|
1,300 | |||
Deduct: Total
share-based employee compensation expense determined under fair value
based method for all awards, net of related tax effects
|
(1,600 | ) | ||
Income
from continuing operations, pro forma
|
$ | 28,876 | ||
Income
from discontinued operations, pro forma
|
3,770 | |||
Total
net income, pro forma
|
$ | 32,646 | ||
Earnings
per share:
|
||||
Basic
from continuing operations, as reported
|
$ | 0.73 | ||
Basic
from discontinued operations, as reported
|
$ | 0.10 | ||
Basic
— pro forma from continuing operations
|
$ | 0.72 | ||
Basic
— pro forma from discontinued operations
|
$ | 0.10 | ||
Diluted
from continuing operations, as reported
|
$ | 0.71 | ||
Diluted
from discontinued operations, as reported
|
$ | 0.09 | ||
Diluted
— pro forma from continuing operations
|
$ | 0.70 | ||
Diluted
— pro forma from discontinued operations
|
$ | 0.09 |
Year
Ended
|
Year
Ended
|
|||||||||||||||||||||||
December
31, 2007
|
December
31, 2006
|
|||||||||||||||||||||||
Income
|
Shares
|
Per
Share Amount
|
Income
|
Shares
|
Per
Share Amount
|
|||||||||||||||||||
Basic
EPS
|
||||||||||||||||||||||||
Income
from continuing operations
|
$ | 59,799 | 38,660 | $ | 1.55 | $ | 47,705 | 39,958 | $ | 1.19 | ||||||||||||||
Income
from discontinued operations
|
- | 38,660 | - | 981 | 39,958 | 0.03 | ||||||||||||||||||
Net
Income
|
$ | 59,799 | 38,660 | $ | 1.55 | $ | 48,686 | 39,958 | $ | 1.22 | ||||||||||||||
Effect
of Dilutive Securities
|
||||||||||||||||||||||||
Stock
options and restricted stock
|
468 | 865 | ||||||||||||||||||||||
Diluted
EPS
|
||||||||||||||||||||||||
Income
from continuing operations
|
$ | 59,799 | 39,128 | $ | 1.53 | $ | 47,705 | 40,823 | $ | 1.17 | ||||||||||||||
Income
from discontinued operations
|
- | 39,128 | - | 981 | 40,823 | 0.02 | ||||||||||||||||||
Net
Income
|
$ | 59,799 | 39,128 | $ | 1.53 | $ | 48,686 | 40,823 | $ | 1.19 |
Year
Ended
|
||||||||||||
December
31, 2005
|
||||||||||||
Income
|
Shares
|
Per
Share Amount
|
||||||||||
Basic
EPS
|
||||||||||||
Income
from continuing operations
|
$ | 29,176 | 39,860 | $ | 0.73 | |||||||
Income
from discontinued operations
|
3,770 | 39,860 | 0.10 | |||||||||
Net
Income
|
$ | 32,946 | 39,860 | $ | 0.83 | |||||||
Effect
of Dilutive Securities
|
||||||||||||
Stock
options and restricted stock
|
1,532 | |||||||||||
Diluted
EPS
|
||||||||||||
Income
from continuing operations
|
$ | 29,176 | 41,392 | $ | 0.71 | |||||||
Income
from discontinued operations
|
3,770 | 41,392 | 0.09 | |||||||||
Net
Income
|
$ | 32,946 | 41,392 | $ | 0.80 |
Years
Ended December 31,
|
||||||||
2007
|
2006
|
|||||||
Building
and
improvements
|
$ | 54 | $ | 54 | ||||
Leasehold
improvements
|
1,372 | 1,037 | ||||||
Computer
equipment and
software
|
49,304 | 47,156 | ||||||
Furniture
and
equipment
|
7,894 | 7,614 | ||||||
Transportation
equipment
|
25,204 | 20,512 | ||||||
83,828 | 76,373 | |||||||
Less: Accumulated
depreciation and amortization
|
(54,166 | ) | (49,399 | ) | ||||
Property
and Equipment,
net
|
$ | 29,662 | $ | 26,974 |
Years Ended December 31, | |||||
2007
|
2006 | 2005 | |||
U.S.
federal statutory
rate
|
35.0%
|
35.0%
|
35.0%
|
||
State
taxes, net of federal
benefit
|
3.4
|
3.5
|
3.3
|
||
Nondeductible
expenses
|
0.5
|
1.5
|
1.1
|
||
Provision
for (reversal of)
valuation allowance
|
0.1
|
(0.3)
|
0.4
|
||
IRS
settlement
|
(1.4)
|
-
|
-
|
||
Illinois
law
change
|
(1.3)
|
-
|
-
|
||
Other
|
(0.4)
|
0.3
|
0.5
|
||
Net
effective
rate
|
35.9%
|
40.0%
|
40.3%
|
Years Ended December 31, | ||||||||||||
Current
|
2007 | 2006 | 2005 | |||||||||
Federal
|
$ | 26,234 | $ | 27,986 | $ | 6,419 | ||||||
State
and
local
|
3,672 | 3,078 | 983 | |||||||||
29,906 | 31,064 | 7,402 | ||||||||||
Deferred
|
||||||||||||
Federal
|
4,000 | 332 | 11,301 | |||||||||
State
and
local
|
(477 | ) | 407 | 992 | ||||||||
3,523 | 739 | 12,293 | ||||||||||
Total
provision
|
$ | 33,429 | $ | 31,803 | $ | 19,695 | ||||||
Years
Ended December 31,
|
||||||||
2007
|
2006
|
|||||||
Reserve
for uncollectible accounts
receivable
|
$ | 1,939 | $ | 2,295 | ||||
Accrued
compensation
|
5,394 | 4,273 | ||||||
Other
reserves
|
2,480 | 1,611 | ||||||
Current
deferred tax assets
|
9,813 | 8,179 | ||||||
Operating
loss
carryforwards
|
430 | 790 | ||||||
Other
|
216 | 37 | ||||||
Income
tax basis in excess of
financial basis of goodwill
|
2,383 | 3,123 | ||||||
Less
valuation allowance
|
(163 | ) | (248 | ) | ||||
Long-term
deferred tax assets
|
2,866 | 3,702 | ||||||
Total
deferred tax assets
|
$ | 12,679 | $ | 11,881 | ||||
Prepaids
|
$ | (1,245 | ) | $ | (1,258 | ) | ||
Other
receivables
|
(3,524 | ) | (3,488 | ) | ||||
Current
deferred tax liabilities
|
(4,769 | ) | (4,746 | ) | ||||
Property
and
equipment
|
(1,006 | ) | (2,940 | ) | ||||
Goodwill
|
(49,008 | ) | (44,349 | ) | ||||
Long-term
deferred tax liabilities
|
(50,014 | ) | (47,289 | ) | ||||
Total
deferred tax liabilities
|
$ | (54,783 | ) | $ | (52,035 | ) |
(in
millions)
|
||||
Balance
at January 1,
2007
|
$ | 3.2 | ||
Reductions
as a result of a lapse
of the applicable statue of limitations
|
(2.9 | ) | ||
Balance
at December 31,
2007
|
$ | 0.3 | ||
2008
|
$ | 19,514 | ||
2009
|
17,815 | |||
2010
|
15,461 | |||
2011
|
13,930 | |||
2012
|
12,297 | |||
2013
and thereafter
|
5,451 | |||
$ | 84,468 |
Stock
Options
|
Shares
|
Weighted
Average Exercise
Price
|
Weighted
Average Remaining Contractual Life
|
Aggregate
Intrinsic
Value
|
||||||||||||
Outstanding
at January 1, 2007
|
754,596 | $ | 2.24 | |||||||||||||
Options
exercised
|
(307,264 | ) | $ | 2.45 | ||||||||||||
Options
forfeited
|
(6,000 | ) | $ | 4.69 | ||||||||||||
Outstanding
at December 31, 2007
|
441,332 | $ | 2.06 | 4.42 | $ | 10,820,636 | ||||||||||
Exercisable
at December 31, 2007
|
387,732 | $ | 2.11 | 4.30 | $ | 9,488,994 |
Options
Outstanding
|
Options
Exercisable
|
|||||||||||||||||||||
Range
of Exercise Prices
|
Number
of Shares
|
Weighted
Avg. Remaining Contractual Life
|
Weighted
Avg. Exercise Price
|
Number
of Shares
|
Weighted
Avg. Exercise Price
|
|||||||||||||||||
$ | 1.22 to $1.22 | 47,200 |
5.10
|
$ | 1.22 | 21,600 | $ | 1.22 | ||||||||||||||
$ | 1.22 to $1.30 | 204,332 |
4.96
|
$ | 1.30 | 204,332 | $ | 1.30 | ||||||||||||||
$ | 1.30 to $1.82 | 56,000 |
5.04
|
$ | 1.53 | 44,000 | $ | 1.51 | ||||||||||||||
$ | 1.82 to $2.70 | 73,600 |
4.54
|
$ | 2.33 | 57,600 | $ | 2.25 | ||||||||||||||
$ | 2.70 to $7.04 | 60,200 |
1.35
|
$ | 5.47 | 60,200 | $ | 5.47 | ||||||||||||||
$ | 1.22 to $7.04 | 441,332 |
4.42
|
$ | 2.06 | 387,732 | $ | 2.11 |
Non-vested
restricted stock
|
Shares
|
Weighted
Average Grant Date Fair Value
|
||||||
Non-vested
January 1, 2007
|
313,966 | $ | 17.48 | |||||
Granted
|
210,807 | $ | 27.77 | |||||
Vested
|
(135,321 | ) | $ | 15.80 | ||||
Forfeited
|
(53,662 | ) | $ | 20.84 | ||||
Non-vested
at December 31, 2007
|
335,790 | $ | 24.08 |
Years
Ended December 31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Revenue
|
||||||||||||
Intermodal
|
$ | 1,206,364 | $ | 1,172,566 | $ | 1,079,798 | ||||||
Brokerage
|
318,834 | 306,332 | 266,545 | |||||||||
Logistics
|
132,970 | 130,631 | 135,535 | |||||||||
Total
revenue from continuing operations
|
$ | 1,658,168 | $ | 1,609,529 | $ | 1,481,878 |
Total
Number of Shares Purchased
|
Average
Price Paid Per Share
|
Total
Number of Shares Purchased as Part of Publicly Announced
Plans
|
Maximum
Value of Shares that May Yet Be Purchased Under the Plans (in
000’s)
|
|||||||||||||
January
1 to
March
31
|
408,205 | $ | 30.62 | 408,205 | $ | 62,500 | ||||||||||
April
1 to
June
30
|
- | $ | - | - | $ | 62,500 | ||||||||||
July
1 to
September
30
|
740,015 | $ | 32.72 | 740,015 | $ | 38,285 | ||||||||||
October
1 to
December
31
|
1,547,818 | $ | 24.73 | 1,547,818 | $ | 75,000 | ||||||||||
Total
|
2,696,038 | $ | 27.82 | 2,696,038 | $ | 75,000 |
March
1, 2006
|
||||
Accounts
receivable
|
||||
Trade,
net
|
$ | 9,012 | ||
Other
|
428 | |||
Prepaid
expenses and other current assets
|
294 | |||
Property
and equipment
|
13,507 | |||
Goodwill
|
12,298 | |||
Other
intangible assets
|
7,894 | |||
Total
assets acquired
|
$ | 43,433 | ||
Accounts
payable
|
||||
Trade
|
$ | 832 | ||
Other
|
1,166 | |||
Accrued
expenses
|
||||
Payroll
|
944 | |||
Other
|
549 | |||
Total
liabilities assumed
|
$ | 3,491 | ||
Net
assets acquired
|
$ | 39,942 | ||
Direct
acquisition costs
|
766 | |||
Purchase
price
|
$ | 39,176 |
Amount
|
Accumulated
Amortization
|
Balance
at
December
31, 2007
|
Life
|
||||||||||
Relationships
with owner operators
|
$ | 647 | $ | (198 | ) | $ | 449 |
6
years
|
|||||
Backlog/open
orders
|
20 | (20 | ) | - |
1
month
|
||||||||
Trade
name
|
2,904 | - | 2,904 |
Indefinite
|
|||||||||
Customer
relationships
|
3,823 | (467 | ) | 3,356 |
15 years
|
||||||||
Information
technology
|
500 | (153 | ) | 347 |
6
years
|
||||||||
Total
|
$ | 7,894 | $ | (838 | ) | $ | 7,056 |
2008 | $ | 445 | ||
2009 | 445 | |||
2010 | 445 | |||
2011 | 445 | |||
2012 | 286 |
2006
|
2005
|
|||||||
Revenue
|
$ | 19,194 | $ | 49,621 | ||||
Income
from discontinued operations
|
||||||||
before
income taxes
|
1,634 | 6,315 | ||||||
Income
tax provision
|
653 | 2,545 | ||||||
Income
from discontinued operations
|
$ | 981 | $ | 3,770 |
May 1, 2006 | |||||
Assets | |||||
Accounts receivable-trade, net | $ | 8,845 | |||
Prepaid expenses and other current assets | 149 | ||||
Property and equipment, net | 670 | ||||
Goodwill, net | 7,026 | ||||
Other assets | 44 | ||||
Total assets of discontinued operations | $ | 16,734 | |||
Liabilities | |||||
Accounts
payable-trade
|
$ | 3,619 | |||
Accounts
payable-other
|
64 | ||||
Accrued
expenses-payroll
|
449 | ||||
Accrued
expenses-other
|
330 | ||||
Total liabilities of discontinued operations | $ | 4,462 |
Quarters
|
||||||||||||||||
First
|
Second
|
Third
|
Fourth
|
|||||||||||||
Year
Ended
December 31, 2007:
|
||||||||||||||||
Revenue
|
$ | 393,297 | $ | 401,565 | $ | 417,842 | $ | 445,464 | ||||||||
Gross
margin
|
56,661 | 57,763 | 57,510 | 60,390 | ||||||||||||
Income
from continuing
operations
|
11,419 | 13,775 | 16,608 | 17,997 | ||||||||||||
Net
income
|
$ | 11,419 | $ | 13,775 | $ | 16,608 | $ | 17,997 | ||||||||
Basic
earnings per
share
|
||||||||||||||||
Income
from continuing operations
|
$ | 0.29 | $ | 0.35 | $ | 0.43 | $ | 0.48 | ||||||||
Net
Income
|
$ | 0.29 | $ | 0.35 | $ | 0.43 | $ | 0.48 | ||||||||
Diluted
earnings per
share
|
||||||||||||||||
Income
from continuing operations
|
$ | 0.29 | $ | 0.35 | $ | 0.42 | $ | 0.47 | ||||||||
Net
Income
|
$ | 0.29 | $ | 0.35 | $ | 0.42 | $ | 0.47 | ||||||||
Quarters
|
||||||||||||||||
First
(2)
|
Second
|
Third
|
Fourth
|
|||||||||||||
Year
Ended
December 31, 2006:
|
||||||||||||||||
Revenue
|
$ | 356,764 | $ | 395,296 | $ | 432,009 | $ | 425,460 | ||||||||
Gross
margin
|
47,373 | 55,491 | 57,336 | 58,218 | ||||||||||||
Income
from continuing
operations
|
8,473 | 12,219 | 13,494 | 13,519 | ||||||||||||
Income
from discontinued
operations (1)
|
657 | 324 | - | - | ||||||||||||
Net
income
|
$ | 9,130 | $ | 12,543 | $ | 13,494 | $ | 13,519 | ||||||||
Basic
earnings per
share
|
||||||||||||||||
Income
from continuing operations
|
$ | 0.21 | $ | 0.30 | $ | 0.34 | $ | 0.35 | ||||||||
Income
from discontinued operations
|
0.02 | 0.01 | - | - | ||||||||||||
Net
Income
|
$ | 0.23 | $ | 0.31 | $ | 0.34 | $ | 0.35 | ||||||||
Diluted
earnings per
share
|
||||||||||||||||
Income
from continuing operations
|
$ | 0.21 | $ | 0.29 | $ | 0.33 | $ | 0.34 | ||||||||
Income
from discontinued operations
|
0.01 | 0.01 | - | - | ||||||||||||
Net
Income
|
$ | 0.22 | $ | 0.30 | $ | 0.33 | $ | 0.34 | ||||||||
(1)
HGDS
disposed of May 1, 2006
(2)
Comtrak
was acquired February 28, 2006
|
Item
9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
Item
9A.
|
CONTROLS
AND PROCEDURES
|
Plan
Category
|
Number
of securities
to
be issued
upon
exercise of
outstanding
options,
warrants
and rights
(a)
1
|
Weighted-average
exercise
price of
outstanding
options,
warrants
and rights
|
Number
of securities
remaining
available for
future
issuance under
equity
compensation
plans
(excluding
securities
reflected in column (a)) 2
|
Equity
compensation
plans
approved by
security
holders
|
441,332
|
$2.06
|
1,806,474
|
Equity
compensation
plans
not approved
by
security holders
|
--
|
--
|
--
|
Total
|
441,332
|
$2.06
|
1,806,474
|
HUB GROUP, INC. | |||
Date:
February 21, 2008
|
By:
|
/s/ David P. Yeager | |
Name: David P. Yeager | |||
Title:
Chief Executive Officer and
Vice Chairman
|
|||
Title
|
Date
|
|
/s/Phillip
C.
Yeager
Phillip
C. Yeager
|
Chairman
and Director
|
February
21, 2008
|
/s/
David P.
Yeager
David
P. Yeager
|
Vice
Chairman, Chief Executive Officer and Director
|
February
21, 2008
|
/s/
Mark A. Yeager
Mark
A. Yeager
|
President,
Chief Operating Officer and Director
|
February
21, 2008
|
/s/
Terri A. Pizzuto
Terri
A. Pizzuto
|
Executive
Vice President, Chief Financial Officer and Treasurer (Principal
Financial
and Accounting Officer)
|
February
21, 2008
|
/s/
Charles R. Reaves
Charles
R. Reaves
|
Director
|
February
21, 2008
|
/s/
Martin P. Slark
Martin
P. Slark
|
Director
|
February
21, 2008
|
/s/
Gary D. Eppen
Gary
D. Eppen
|
Director
|
February
21, 2008
|
SCHEDULE
II
|
|||||||
HUB
GROUP, INC.
|
|||||||
VALUATION
AND QUALIFYING ACCOUNTS
|
|||||||
Balance
at
|
Charged
to
|
Charged
|
Balance
at
|
||||
Beginning
|
Costs
&
|
To
Other
|
End
|
||||
of
Year
|
Expenses
|
Accounts
(1)
|
Deductions
(2)
|
of
Year
|
|||
Year
Ended December 31:
|
|||||||
Allowance
for uncollectible trade accounts
|
|||||||
2007
|
$ 6,299,000
|
$ (63,000)
|
$ (780,000)
|
$
-
|
$ 5,456,000
|
||
2006
|
$ 6,815,000
|
$ 138,000
|
$ 644,000
|
$ (1,298,000)
|
$ 6,299,000
|
||
2005
|
$ 6,869,000
|
$ 476,000
|
$ 1,135,000
|
$ (1,665,000)
|
$ 6,815,000
|
||
Deferred
tax valuation allowance
|
|||||||
Balance
at
|
Charged
to
|
Charged
|
Transferred
to
|
Balance
at
|
|||
Beginning
|
Costs
&
|
To
Other
|
Other
|
End
|
|||
of
Year
|
Expenses
|
Accounts
|
Accounts
(3)
|
of
Year
|
|||
2007
|
$ 248,000
|
$ 81,000
|
$ -
|
$ (166,000)
|
$ 163,000
|
||
2006
|
$ 489,000
|
$ (241,000)
|
$ -
|
$ -
|
$ 248,000
|
||
2005
|
$ 271,000
|
$ 218,000
|
$ -
|
$ -
|
$ 489,000
|
(1)
|
Expected
customer account adjustments charged to revenue and write-offs, net
of
recoveries
|
(2)
|
Reserve
adjustment
|
(3) | Establish FIN 48 liability |
|
3.1
|
Amended
Certificate of Incorporation of the Registrant (incorporated by reference
to Exhibit 3.1 to the Registrant’s quarterly report on Form 10-Q filed
July 23, 2007, File No. 000-27754)
|
|
3.2
|
By-Laws
of the Registrant (incorporated by reference to Exhibit 3.2 to the
Registrant’s registration statement on Form S-1, File No. 33-90210)
|
|
10.1
|
Amended
and Restated Limited Partnership Agreement of Hub City Canada, L.P.
(incorporated by reference to Exhibit 10.2 to the Registrants report
on
Form 10-K dated March 26, 1997 and filed March 27, 1997, File No
000-27754)
|
|
10.2
|
Stockholders'
Agreement (incorporated by reference to Exhibit 10.7 to the Registrant’s
report on Form 10-K dated March 26, 1997 and filed March 27, 1997,
File
No. 000-27754)
|
|
10.3
|
Letter
from the Registrant to Thomas M. White dated June 4, 2002 (incorporated
by
reference to Exhibit 10.28 to the Registrant’s report on Form 10-K dated
March 12, 2003 and filed on March 13, 2003, File No. 000-27754)
|
|
10.4
|
Hub
Group’s Nonqualified Deferred Compensation Plan Basic Plan Document as
amended and restated as of January 1, 2008.
|
|
10.5
|
Hub
Group’s Nonqualified Deferred Compensation Plan Adoption Agreement as
amended and restated as of January 1, 2008.
|
|
10.6
|
Description
of Executive Officer cash compensation for 2008
|
|
10.7
|
Director
compensation for 2008
|
|
10.8
|
Hub
Group’s 2002 Long Term Incentive Plan (as amended and restated effective
May 7, 2007) (incorporated by reference from Appendix B to the
Registrant’s definitive proxy statement on Schedule 14A dated and filed
March 26, 2007)
|
|
10.9
|
$40
million Credit Agreement dated
as of March 23, 2005 among the Registrant, Hub City Terminals, Inc.
and
Harris Trust and Savings Bank (incorporated by reference to
Exhibit 10.1 to the Registrant’s report on Form 8-K dated March 23, 2005
and filed March 25, 2005, File No.
000-27754)
|
|
10.10
|
Lease
Agreement dated as of May
10, 2005, between Banc of America Leasing & Capital, LLC and Hub City
Terminals, Inc., with form of Schedule thereto (incorporated by reference
to Exhibit 10.1 to the Registrant’s report on Form 8-K dated May 10, 2005
and filed May 16, 2005, File No.
000-27754)
|
|
10.11
|
Guaranty
of Corporation, dated as
of May 10, 2005, made by Registrant to, and for the benefit of, Banc
of
America Leasing & Capital, LLC (incorporated by reference to Exhibit
10.2 to the Registrant’s report on Form 8-K dated May 10, 2005 and filed
May 16, 2005, File No.
000-27754)
|
|
10.12
|
Asset
Purchase Agreement, dated
January 19, 2006, by and among Hub Group, Inc., Comtrak, Inc. and
Michael
J. Bruns (incorporated by reference to Exhibit 10.1 to the Registrant’s
report on Form 8-K dated January 19, 2006 and filed January 25, 2006,
File
No. 000-27754)
|
|
10.13
|
Amendment
to the $40 million
Credit Agreement among the Registrant, Hub City Terminals, Inc. and
Harris
Trust and Savings Bank dated February 21, 2006. (incorporated
by reference to Exhibit 10.16 to the Registrant’s report on Form 10-K for
the year ended December 31, 2005 and filed February 27, 2006, File
No.
000-27754)
|
|
10.14
|
Form
of Hub Group, Inc. 2006
Performance Unit Award Statement (incorporated by reference to Exhibit
10.1 to the Registrant’s report on Form 8-K dated May 22, 2006 and filed
May 26, 2006, File No.
000-27754)
|
|
10.15
|
Form
of Terms of Restricted Stock
Award under Hub Group, Inc. 2002 Long-Term Incentive Plan (incorporated
by
reference to Exhibit 10.2 to the Registrant’s report on Form 8-K dated May
22, 2006 and filed May 26, 2006, File No.
000-27754)
|
|
10.16
|
Equipment
Purchase Contract, dated as of March 8, 2007, by and between Hub
City
Terminals, Inc.,
Singamas
Management Services, Ltd.
and Singamas North America, Inc.
(incorporated by reference to Exhibit 10.1 to the Registrant’s report on
Form 8-K filed March 12, 2007, File No. 000-27754)
|
|
10.17
|
Asset
Purchase Agreement, dated
June 6, 2007, by and among Hub Group, Inc., Comtrak Logistics, Inc.,
Hub
City Terminals, Inc., Interdom Partners, Commercial Cartage, Inc.,
Pride Logistics, L.L.C. and the other parties signatory thereto
(incorporated by reference to Exhibit 10.1 to the Registrant’s report on
Form 8-K filed June 8, 2007, File No. 000-27754)
|
|
10.18
|
Termination
letter, dated July 9,
2007, by and among Comtrak Logistics, Inc., Hub City Terminals, Inc.,
Interdom Partners, Commercial Cartage, Inc. and Pride Logistics,
L.L.C.
(incorpora
ted by
reference to Exhibit 10.1
to the Registrant’s report on
Form
8-K filed July 10, 2007, File No.
000-27754)
|
|
14
|
Hub
Group’s Code of Business Conduct and Ethics (incorporated by reference
from Exhibit 99.2 to the Registrant’s report on Form 10-K dated March 12,
2003 and filed on March 13, 2003, File No. 000-27754)
|
|
21
|
Subsidiaries
of the Registrant
|
|
23.1
|
Consent
of Ernst & Young LLP
|
|
31.1
|
Certification
of David P. Yeager, Vice Chairman and Chief Executive Officer,
Pursuant to
Rule 13a-14(a) promulgated under the Securities Exchange Act
of 19
|
|
31.2
|
Certification
of Terri A. Pizzuto, Executive Vice President, Chief Financial
Officer and
Treasurer, Pursuant to Rule 13a-14(a) promulgated under the
Securities
Exchange Act of 1934
|
|
32.1
|
Certification
of David P. Yeager and Terri A. Pizzuto, Chief Executive Officer
and Chief
Financial Officer respectively, Pursuant to 18 U.S.C. Section
1350
|
2008
|
$399,489
|
SUBSIDIARIES
|
JURISDICTION
OF INCORPORATION/ORGANIZATION
|
Hub
City Terminals, Inc.
|
Delaware
|
Hub
Group Atlanta, LLC
|
Delaware
|
Hub
Group Canada, L.P.
|
Delaware
|
Hub
City Texas, L.P.
|
Delaware
|
Hub
Group Associates, Inc.
|
Illinois
|
Hub
Group Distribution Services, LLC
|
Illinois
|
Quality
Services L.L.C.
|
Missouri
|
Hub
Chicago Holdings, Inc.
|
Delaware
|
Hub
Group Transport, LLC
|
Delaware
|
Hub
Freight Services, Inc.
|
Delaware
|
Comtrak
Logistics, Inc.
|
Delaware
|
|
(1)
"Account" means an account established on the books of the Employer
for
the purpose of recording amounts credited to a Participant and any
income,
expenses, gains, or losses attributable thereto.
|
|
(2)
“Active Participant” means a Participant who is eligible to accrue
benefits under a plan (other than earnings on amounts previously
deferred)
within the 24-month period ending on the date the Participant becomes
a
Participant under Section 3.01. Notwithstanding the above,
however, a Participant is not an Active Participant if he has been
paid
all amounts deferred under the plan, provided that he was, on and
before
the date of the last payment, ineligible to continue or to elect
to
continue to participate in the plan for periods after such last payment
(other than through an election of a different time and form of payment
with respect to the amounts paid).
|
(A)
|
For
purposes of Section 4.01(d), as used in the first paragraph of the
definition of “Active Participant” above, “plan” means an account balance
plan (or portion thereof) of the Employer or a Related Employer subject
to
Code section 409A pursuant to which the Participant is eligible to
accrue
benefits only if the Participant elects to defer compensation thereunder,
and the “date the Participant becomes a Participant under Section 3.01”
refers only to the date the Participant becomes a Participant with
respect
to Deferral Contributions.
|
(B)
|
For
purposes of Section 8.01(a)(2), as used in the first paragraph of
the
definition of “Active Participant” above, “plan” means an account balance
plan (or portion thereof) of the Employer or a Related Employer subject
to
Code section 409A pursuant to which the Participant is eligible to
accrue
benefits without any election by the Participant to defer compensation
thereunder, and the “date the Participant becomes a Participant under
Section 3.01” refers only to the date the Participant becomes a
Participant with respect to Matching or Employer
Contributions.
|
|
(3)
"Administrator" means the Employer adopting this Plan (but excluding
Related Employers) or other person designated by the Employer in
Section
1.01(c).
|
|
(4)
"Adoption Agreement" means Article 1, under which the Employer establishes
and adopts or amends the Plan and selects certain provisions of the
Plan.
The provisions of the Adoption Agreement are an integral part of
the Plan.
|
|
(5)
"Beneficiary" means the person or persons entitled under Section
7.02 to
receive benefits under the Plan upon the death of a Participant.
|
|
(6)
“Bonus” means any Performance-based Bonus or any Non-performance-based
Bonus as listed and identified in the table in Section 1.05(a)(2)
hereof.
|
|
(7)
“Change in Control” means a change in control with respect to the
applicable corporation, as defined in 26 CFR section
1.409A-3(i)(5). For purposes of this definition “applicable
corporation” means:
|
(A)
|
The
corporation for which the Participant is performing services at the
time
of the change in control event;
|
(B)
|
The
corporation(s) liable for payment hereunder (but only if either the
accrued benefit hereunder is attributable to the performance of service
by
the Participant for such corporation(s) or there is a bona fide business
purpose for such corporation(s) to be liable for such payment and,
in
either case, no significant purpose of making such corporation(s)
liable
for such benefit is the avoidance of Federal income tax);
or
|
(C)
|
A
corporate majority shareholder of one of the corporations described
in (A)
or (B) above or any corporation in a chain of corporations in which
each
corporation is a majority shareholder of another corporation in the
chain,
ending in a corporation identified in (A) or (B)
above.
|
|
(8)
"Code" means the Internal Revenue Code of 1986, as amended from time
to
time.
|
|
(9)
"Compensation" means for purposes of Article 4:
|
(A)
|
If
the Employer elects Section 1.04(a), such term as defined in such
Section
1.04(a).
|
(B)
|
If
the Employer elects Section 1.04(b), wages as defined in Code section
3401(a) and all other payments of compensation to an Employee by
the
Employer (in the course of the Employer’s trade or business) for which the
Employer is required to furnish the Employee a written statement
under
Code sections 6041(d) and 6051(a)(3), excluding any items elected
by the
Employer in Section 1.04(b), reimbursements or other expense allowances,
fringe benefits (cash and non-cash), moving expenses, deferred
compensation and welfare benefits, but including amounts that are
not
includable in the gross income of the Employee under a salary reduction
agreement by reason of the application of Code section 125, 132(f)(4),
402(e)(3), 402(h) or 403(b). Compensation shall be determined
without regard to any rules under Code section 3401(a) that limit
the
remuneration included in wages based on the nature or location of
the
employment or the services performed (such as the exception for
agricultural labor in Code section
3401(a)(2)).
|
(C)
|
If
the Employer elects Section 1.04(c), any and all monetary remuneration
paid to the Director by the Employer, including, but not limited
to,
meeting fees and annual retainers, and excluding items listed in
Section
1.04(c).
|
|
(11)
“Director”
means
a person, other than an Employee, who is
elected or appointed as a member of the board of directors of the
Employer, with respect to a corporation, or to an
analogous position with respect to an entity
that is not a
corporation.
|
3.02.
|
Participation
following a Change in
Status
.
|
4.
|
01
Deferral
Contributions
.
If
elected
by the Employer pursuant to Section 1.05(a) and/or 1.06(a), a Participant
described in such applicable Section may elect to reduce his Compensation
by a specified percentage or dollar amount. The Employer shall
credit an amount to the Participant’s Account equal to the amount of such
reduction. Except as otherwise provided in this Section 4.01,
such election shall be effective to defer Compensation relating to
all
services performed in the calendar year beginning after the calendar
year
in which the Participant executes the election. Under no
circumstances may a salary reduction agreement be adopted
retroactively. If the Employer has elected to apply Section
1.05(a)(2), no amount will be deducted from Bonuses unless the Participant
has made a separate deferral election applicable to such
Bonuses. A Participant’s election to defer Compensation may be
changed at any time before the last permissible date for making such
election, at which time such election becomes
irrevocable. Notwithstanding anything herein to the contrary,
the conditions under which a Participant may make a deferral election
as
provided in the applicable salary reduction agreement are hereby
incorporated herein and supersede any otherwise inconsistent Plan
provision.
|
(a)
|
Performance
Based Bonus
.
With
respect to a Performance-based Bonus, a separate election made pursuant
to
Section 1.05(a)(2) will be effective to defer such Bonus if made
no later
than 6 months before the end of the period during which the services
on
which such Performance-based Bonus is based are
performed.
|
(b)
|
Fiscal
Year Bonus
.
With respect to a Bonus relating to a period of service coextensive
with one or more consecutive fiscal years of the Employer, of which
no
amount is paid or payable during the service period, a separate election
pursuant to Section 1.05(a)(2) will be effective to defer such Bonus
if
made no later than the close of the Employer’s fiscal year next preceding
the first fiscal year in which the Participant performs any services
for
which such Bonus is payable.
|
(c)
|
Cancellation
of Salary
Reduction Agreement
.
|
(d)
|
Initial
Deferral Election
.
Notwithstanding
the above, if the Participant is not an Active Participant, the
Participant may make an election to defer Compensation within 30
days
after the Participant becomes a Participant, which election shall
be
effective with respect to Compensation payable for services performed
during the calendar year (or other deferral period described in (a)
or (b)
above, as applicable) and after the date of such election. For
Compensation that is earned based upon a specified performance period
(e.g., an annual bonus) an election pursuant to this subsection (d)
will
be effective to defer an amount equal to the total amount of the
Compensation for the performance period multiplied by the ratio of
the
number of days remaining in the performance period after the election
over
the total number of days in the performance period.
|
|
(a)
General.
If
provided by the Employer in Section 1.08, and subject to Section
1.08(e)(2), if a Participant has a Separation from Service, he will
be
entitled to a benefit equal to (i) the vested percentage(s) of the
value
of the Matching and Employer Contributions credited to his Account,
as
adjusted for income, expense, gain, or loss, such percentage(s) determined
in accordance with the vesting schedule(s) and methodology selected
by the
Employer in Section 1.08, and (ii) the value of the Deferral Contributions
to his Account as adjusted for income, expense, gain, or
loss. The amount payable under this Section 7.03 will be
distributed in accordance with Article 8.
|
|
(b)
Elapsed
Time Vesting.
Unless otherwise provided by the
Employer in Section 1.08, vesting shall be determined based on the
elapsed
time method. For purposes of the elapsed time method, "Years of
Service" means, with respect to any Participant or Inactive Participant,
the number of whole years of his periods of service with the Employer
and
any Related Employers (as defined in Section 2.01(a)(26)(A)), subject
to
any exclusion elected by the Employer in Section 1.08(c). A
Participant or Inactive Participant will receive credit for the aggregate
of all time period(s) commencing with his Employment Commencement
Date and
ending on the date a break in service begins, unless any such years
are
excluded by Section 1.08(c). A Participant or Inactive
Participant will also receive credit for any period of severance
of less
than 12 consecutive months. Fractional periods of a year will
be expressed in terms of days.
|
|
(c)
Class
Year Vesting.
If provided by the Employer in Section
1.08, a Participant’s or Inactive Participant’s vested percentage in the
Matching Contributions and/or Employer Contributions portion(s) of
his
Account shall be determined pursuant to the class year
method. Pursuant to such method, amounts attributable to the
applicable contribution types are assigned to “class years” established in
the records of the Plan. Such class years are years (calendar
or non-calendar) to which the contribution is assigned by the
Administrator, as described in the Service Agreement between the
Trustee
and the Employer. The Participant’s or Inactive Participant’s
vested percentage in amounts attributable to a particular contribution
is
determined from the beginning of the applicable class year to the
date the
Participant or Inactive Participant incurs a Separation from
Service. For purposes of the class year method, a Participant
or Inactive Participant is credited with a Year of Service on the
first
day of each such class year.
|
|
(a)
Events triggering the distribution of benefits and the form of such
distributions are described in Section 1.07(a), pursuant to the Employer’s
election and/or the Participant’s election, as
applicable.
|
|
(1)
With respect to the form and time of distribution of amounts attributable
to a Deferral Contribution, a Participant election must be made no
later
than the time by which the Participant must elect to make a Deferral
Contribution, as described in Section
4.01.
|
|
(2)
With respect to the form and time of distribution of amounts attributable
to Matching or Employer Contributions, a Participant election must
be made
no later than the time by which a Participant would be required to
make a
Deferral Contribution as described in Section 4.01 with respect to
the
calendar year for which the Matching and/or Employer Contributions
are
credited. For purposes of applying Section 4.01(d) “Active
Participant” shall have the meaning assigned in Section
2.01(a)(2)(B).
|
|
(3)
Notwithstanding anything herein to the contrary, an election choosing
a
distribution trigger and payment method pursuant to Section 1.07(a)(1)
will only be effective with respect to amounts attributable to
contributions credited to the Participant’s Account for the calendar year
(or other deferral period described in 4.01(a) or (b)) to which such
election relates. Amounts attributable to contributions
credited to a Participant's account prior to the effective date of
any new
election will not be affected and will be paid in accordance with
the
otherwise applicable election.
|
|
|
(b)
If the Employer elects to permit a distribution election change pursuant
to Section 1.07(b), then any such distribution election change must
satisfy (1) through (3) below:
|
|
(1)
Such election may not take effect until at least 12 months after
the date
on which such election is made.
|
|
(2)
In the case of an election related to a payment not on account of
Disability, death or the occurrence of an Unforeseeable Emergency,
the
payment with respect to which such election is made must be deferred
for a
period of not less than five years from the date such payment would
otherwise have been paid (or in the case of installment payments,
five
years from the date the first amount was scheduled to be paid).
|
|
(3)
Any election related to a payment at a specified time or pursuant
to a
fixed schedule may not be made less than 12 months prior to the date
the
payment is scheduled to be paid (or in the case of installment payments,
12 months prior to the date the first amount was scheduled to be
paid).
|
|
(c)
A Participant’s entitlement to installments will not be treated as an
entitlement to a series of separate payments.
|
|
(d)
If the Plan does not provide for Plan-level payment triggers pursuant
to
Section 1.07(a)(3), and the Participant does not designate in the
manner
prescribed by the Administrator the method of distribution, and/or
the
distribution trigger (if and as required), such method of distribution
shall be a lump sum at Separation from Service.
|
|
(e)
Notwithstanding anything herein to the contrary, with respect to
any
Specified Employee, if the applicable payment trigger is Separation
from
Service, then payment shall not commence before the date that is
six
months after the date of Separation from Service (or, if earlier,
the date
of death of the Specified Employee, pursuant to Section 7.02). Payments
to
which a Specified Employee would otherwise be entitled during the
first
six months following the date of Separation from Service are delayed
by
six months.
|
|
(f)
Notwithstanding anything herein to the contrary, the Administrator
may, in
its discretion, automatically pay out a Participant’s vested Account in a
lump sum, provided that such payment satisfies the requirements in
(1)
through (3) below:
|
|
(1)
Such payment results in the termination and liquidation of the entirety
of
the Participant’s interest under the plan (as defined in 26 CFR section
1.409A-1(c)(2)), including all agreements, methods, programs, or
other
arrangements with respect to which deferrals of compensation are
treated
as having been deferred under a single nonqualified deferred compensation
plan under 26 CFR section
1.409A-1(c)(2);
|
|
(2)
Such payment is not greater than the applicable dollar amount under
Code
section 402(g)(1)(B); and
|
|
(3)Such
exercise of Administrator discretion is evidenced in writing no later
than
the date of such payment.
|
|
(g)
Notwithstanding anything herein to the contrary, the Administrator
may, in
its discretion, delay a payment otherwise required hereunder to a
date
after the designated payment date due to any of the circumstances
described in (1) through (4) below, provided that the Administrator
treats
all payments to similarly situated Participants on a reasonably consistent
basis.
|
|
(1)
In the event the Administrator reasonably anticipates that, if the
payment
were made as scheduled, the Employer’s deduction with respect to such
payment would not be permitted due to the application of Code section
162(m), provided the delay complies with the conditions in 26 CFR
section
1.409A-2(b)(7)(i).
|
|
(2)
In the event the Administrator reasonably anticipates that the making
of
such payment will violate Federal securities laws or other applicable
law,
provided the delay complies with the conditions in 26 CFR section
1.409A-2(b)(7)(ii).
|
|
(3)
Upon such other events and conditions as the Commissioner of the
Internal
Revenue Service may prescribe in generally applicable guidance published
in the Internal Revenue Bulletin.
|
|
(4)
Upon a change in control event, provided the delay complies with
conditions in 26 CFR section
1.409A-3(i)(5)(iv).
|
|
(h)
Notwithstanding anything herein to the contrary, the Administrator
may
provide an election to change the time or form of a payment hereunder
to
satisfy the requirements of the Uniformed Services Employment and
Reemployment Rights Act of 1994, as amended, 38 USC sections 4301
through
4344.
|
|
(a)
|
Name
of
Plan:
|
|
This
is the
Hub
Group, Inc. Non-Qualified Deferred Compensation Plan
(the
"Plan").
|
|
(b)
|
Plan
Status (
Check
one.)
:
|
|
(1) |
|
Adoption
Agreement effective date:
01/01/2008.
|
|
(2) |
|
The
Adoption Agreement effective date is
(Check (A) or
check and
complete (B))
:
|
|
(A)
|
☐
|
A
new Plan effective date.
|
|
(B)
|
x
|
An
amendment and restatement of
the Plan. The original effective date of the Plan
was:
01/01/2005
.
|
|
(c)
|
Name
of Administrator, if not the
Employer
|
|
|
|
(a)
|
Employer
Name
:
Hub
Group, Inc.
|
|
(b)
|
The
term "Employer" includes the
following Related Employer(s)
(as defined in Section 2.01(a)(25))
participating in the Plan:
|
|
|
Hub City Terminals, Inc.
Hub City Texas, LP
Quality Services, LLC
Comtrak Logistics,
Inc.
|
|
(a)
x
|
The
following Employees are
eligible to participate in the Plan
(Check
(1) or
(2))
:
|
|
(1)
x
Only
those Employees designated in
writing by the Employer, which writing is hereby
incorporated
herein.
|
|
(2)
☑
Only
those Employees in the
eligible class described
below:
|
|
(b)
x
|
The
following Directors are
eligible to participate in the Plan
(Check
(1) or
(2))
:
|
|
(1)
☐
Only
those Directors designated in
writing by the Employer, which writing is hereby
incorporated
herein.
|
|
(2)
x
All
Directors, effective as of the
later of the date in 1.01(b) or the date the Director becomes a
Director.
|
|
(a)
☐
|
Compensation
shall be as defined,
with respect to Employees, in the
_________________
Plan
maintained by the
Employer:
|
|
(1)
☐
to
the extent it is in excess
of the limit imposed under Code section
401(a)(17).
|
|
(2)
☐
notwithstanding
the
limit imposed under Code section
401(a)(17).
|
|
(b)
x
|
Compensation
shall be as defined
in Section 2.01(a)(9) with respect to Employees
(Check
(1),
and/or (2) below, if, and as, appropriate)
:
|
|
(1)
☐
but excluding
the
following:
|
|
(2)
☐
but excluding
bonuses, except those bonuses listed in the table in
Section
1.05(a)(2).
|
|
(c)
x
|
Compensation
shall be as defined
in Section 2.01(a)(9)(c) with respect to Directors,
but excluding the
following
|
|
All
monies paid to Directors as a member of the Board of Directors of
the
Employer except
__
retainer
fees, meeting fees and
committee fees.
|
|
(a)
|
Deferral
Contributions
(Complete
all
that apply):
|
|
|
|
|
|
(1)
x
Deferral
Contributions. Subject to any minimum or maximum deferral amount
provided
below, the Employer shall
make a Deferral Contribution in accordance
with,
and subject to, Section 4.01
on behalf of each Participant who has an
executed
salary reduction
agreement in effect with the Employer for the
a
pplicable
calendar year (or
portion of the applicable calendar
year).
|
Deferral
Contributions
Type
of
Compensation
|
Dollar
Amount
|
%
Amount
|
||
Min
|
Max
|
Min
|
Max
|
|
Base
Salary
|
0
|
50
|
||
|
|
|
(Note: With
respect to each type of Compensation, list the minimum and maximum
dollar
amounts
or
percentages as
whole dollar amounts or whole number
percentages.)
|
|
(2)
x
Deferral
Contributions with
respect to Bonus Compensation only. The Employer requires Participants
to
enter into a special salary reduction agreement to make Deferral
Contributions with respect to one or more Bonuses, subject to minimum
and
maximum deferral limitations, as provided in the table
below.
|
Treated
As
|
Dollar
Amount
|
%
Amount
|
||||
Deferral
Contributions
Type
of
Bonus
|
Performance
Based
|
Non-Performance Based | Min | Max | Min | Max |
Bonus Compensation | X | 0 | 90 | |||
|
(b)
|
Matching
Contributions
(Choose
(1) or
(2) below, and (3) below, as
applicable):
|
|
(1)
|
x
|
The
Employer shall make a Matching
Contribution on behalf of each Employee Participant in an amount
described
below:
|
|
(A)
☐
______
%
of the Employee Participant’s
Deferral Contributions for the calendar
year.
|
|
(B) ☐ The
amount, if any, declared by the Employer in writing, which writing
is
hereby incorporated herein.
|
|
(C)
x
Other:
50%
of the first 6% of the
Participant's compensation contributed to the Plan up to a maximum
of 3%
of base salary
for
employees. A
Participant who makes deferral contributions during the Plan Year
under
Section 1.05(a) shall be entitled
to
Matching
Contributions
for that Plan Year if the Participant is employed by the Employer on
the last day of the Calendar
Year
.
|
|
(2)
|
☐
|
Matching
Contribution Offset. For
each Employee Participant who has made elective contributions (as
defined
in 26 CFR section 1.401(k)-6 (“QP Deferrals”)) of the maximum permitted
under Code section 402(g), or the maximum permitted under the terms
of the
___________________________
Plan
(the “QP”), to the
QP, the Employer shall make a Matching Contribution in an
amount equal to (A) minus (B)
below:
|
|
(A) The
matching
contributions (as defined in 26 CFR section 1.401(m)-1(a)(2) (“QP Match”))
that the Employee Participant would have received under the QP on
the sum
of the Deferral Contributions and the Participant’s QP Deferrals,
determined as though—
|
·
|
no
limits otherwise imposed by the
tax law applied to such QP match;
and
|
·
|
the
Employee Participant’s
Deferral Contributions had been made to the
QP.
|
|
|
(B)
The
QP Match
actually made to such Employee Participant under the QP for the applicable
calendar year.
|
|
(3)
|
☑
|
Matching
Contribution Limits
(Check
the
appropriate box
(es))
:
|
|
(A)
☐
Deferral
Contributions in excess of
___
of
the Employee Participant’s
Compensation for the calendar year shall not be considered
for Matching
Contributions.
|
|
(B)
☐
Matching
Contributions
for each Employee Participant for each calendar year shall be limited
to
$
________
.
|
|
(c)
|
Employer
Contributions
|
|
(1)
☐
Fixed
Employer Contributions. The
Employer shall make an Employer Contribution on behalf of each Employee
Participant in an amount determined as described
below:
|
|
(2)
☐
Discretionary
Employer Contributions.
The
Employer may make Employer
Contributions to the accounts of Employee Participants in any amount
(which amount may be zero), as determined by the Employer
in its sole discretion from time to time in a writing,
which is hereby incorporated
herein.
|
|
(a)
x
Director Deferral
Contributions
|
Deferral
Contributions
Type
of
Compensation
|
Dollar
Amount
|
%
Amount
|
||
Min
|
Max
|
Min
|
Max
|
|
Director
Fees
|
0
|
50
|
||
|
(b)
Matching
and
Employer
Contributions:
|
|
(1)
x
Matching
Contributions
.
The Employer
shall
make a Matching Contribution on behalf of each Director Participant
in an
amount determined as described
below:
|
|
50%
of the first 6% of the
Participant's Compensation contributed to the
Plan up to
a maximum of 3% of
d
i
rectors’
fees
for
Directors. A Director
who makes deferral c
ontributions
during the Plan Year under Section 1.06(a) shall be entitled
to
_______
Matching
Contributions for that Plan Year if the Director is
serving
as a Director of the
Employer.
|
|
(2)
o
Fixed
Employer
Contributions.
The
Employer shall make an
Employer Contribution on behalf of each Director Participant in an
amount
determined as described
below:
|
|
(
3)
o
Discretionary
Employer Contributions.
The
Employer may make
Employer
|
|
C
ontributions
to the accounts of
Director Participants in any amount (which amount may be zero), as
determined by the Employer in its sole discretion from time to time,
in a
writing, which is hereby incorporated
herein.
|
(A) Specified
Date
|
(B) Specified
Age
|
(C) Separation
From
Service
|
(D) Earlier
of
Separation or Age
|
(E) Earlier
of
Separation or Specified Date
|
(F) Disability
|
(G)
Change in
Control
|
(H) Death
|
|
Deferral
Contribution
|
x
Lump Sum
x
Installments
|
☐
Lump
Sum
☐
Installments
|
x
Lump
Sum
x
Installments
|
☐
Lump
Sum
☐
Installments
|
☐
Lump
Sum
☐
Installments
|
☐
Lump
Sum
☐
Installments
|
☐
Lump
Sum
|
☐
Lump
Sum
☐
Installments
|
Matching
Contributions
|
☐
Lump
Sum
☐
Installments
|
☐
Lump
Sum
☐
Installments
|
x
Lump
Sum
x
Installments
|
☐
Lump
Sum
☐
Installments
|
☐
Lump
Sum
☐
Installments
|
☐
Lump
Sum
☐
Installments
|
☐
Lump
Sum
|
☐
Lump
Sum
☐
Installments
|
Employer
Contributions
|
☐
Lump
Sum
☐
Installments
|
☐
Lump
Sum
☐
Installments
|
☐
Lump
Sum
☐
Installments
|
☐
Lump
Sum
☐
Installments
|
☐
Lump
Sum
☐
Installments
|
☐
Lump
Sum
☐
Installments
|
☐
Lump
Sum
|
☐
Lump
Sum
☐
Installments
|
|
(2)
|
x
|
A
Participant incurs a Disability
when the Participant
(Check
at
least one if Section 1.07(a)(1)(F) or if Section 1.08(e)(3) is
elected)
:
|
(A)
|
x
|
is
unable to engage in any
substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death
or
can be expected to last for a continuous period of not less than
12
months.
|
(B)
|
☐
|
is,
by reason of any medically
determinable physical or mental impairment that can be expected to
result
in death or can be expected to last for a continuous period of not
less
than 12 months, receiving income replacement benefits for a period
of not
less than 3 months under an accident and health plan covering employees
of
the Employer.
|
(C)
|
☐
|
is
determined to be totally
disabled by the Social Security Administration or the Railroad Retirement
Board.
|
(D)
|
☐
|
is
determined to be disabled
pursuant to the following disability insurance program:
________________________________
the
definition of disability under
which complies with the requirements in regulations under Code section
409A.
|
|
(3)
x
|
Regardless
of any payment trigger
and, as applicable, payment method, to which the Participant would
otherwise be subject pursuant to (1) above, the first to occur of
the
following Plan-level payment triggers will cause payment to the
Participant commencing pursuant to Section 1.07(
c
)(1)
below
in
a lump sum
, provided
such Plan-level payment
trigger occurs prior to the payment trigger to which the Participant
would
otherwise be subject.
|
Payment
Trigger
|
||
(A)
|
o
|
Separation
from Service prior
to:
_____________________________
|
(B)
|
o
|
Separation
from
Service
|
(C)
|
x
|
Death
|
(D)
|
x
|
Change
in
Control
|
|
(b) Distribution
Election Change
|
(1) o |
shall
|
|
(2) x |
shall
not
|
|
(c) Commencement
of Distributions
|
|
(1)
|
Each
lump sum distribution and the
first distribution in a series of installment payments (if applicable)
shall commence as elected in (A), (B) or (C)
below:
|
(A)
x
|
Monthly
on the
1
st
day
of the month which day next
follows the applicable triggering event described in
1.07(a).
|
(B)
☐
|
Quarterly
on the
_____
day
of the following months
____________
,
______________
,
_______________
,
or
____________
(list
one month in each calendar
quarter) which day next follows the applicable triggering event described
in 1.07(a).
|
(C)
☐
|
Annually
on the
___
day
of
______
(month)
which day next follows the
applicable triggering event described in 1.07(a).
|
|
(2)
|
The
commencement of distributions
pursuant to the events elected in Section 1.07(a)(1) and Section
1.07(a)(3) shall be modified by application of the
following:
|
(A)
x
|
Separation
from Service Event
Delay – Separation from Service will be treated as not having occurred for
6
months
after the date of such
event.
|
|
(B)
☐
|
Plan
Level Delay – all
distribution events (other than those based on Specified Date or
Specified
Age) will be treated as not having occurred for
_____
days
(insert number of days but
not more th
a
n
30).
|
|
(d) Installment
Frequency and Duration
|
|
(1)
|
at
the following
intervals:
|
(A)
☐
|
Monthly
commencing on the day
elected in Section 1.07(c)(1).
|
(B) ☐ |
Quarterly
commencing on the day
elected in Section1.07 (c)(1) (with payments made at three-month
intervals
thereafter).
|
(C) x |
Annually
commencing on the day
elected in Section 1.07(c)(1).
|
|
(2)
|
over
the following term(s)
(Complete
either (A) or (B))
:
|
(A)
x
|
Any
term of whole years between
2
(minimum
of 1) and
10
(maximum
of
30).
|
(B) ☐ |
Any
of the whole year terms
selected below.
|
☐
1
|
☐
2
|
☐
3
|
☐
4
|
☐
5
|
☐
6
|
☐
7
|
☐
8
|
☐
9
|
☐
10
|
☐
11
|
☐
12
|
☐
13
|
☐
14
|
☐
15
|
☐
16
|
☐
17
|
☐
18
|
☐
19
|
☐
20
|
☐
21
|
☐
22
|
☐
23
|
☐
24
|
☐
25
|
☐
26
|
☐
27
|
☐
28
|
☐
29
|
☐
30
|
|
(e)
|
Conversion
to Lump
Sum
|
|
o
Notwithstanding anything herein to the contrary , if the Participant’s
vested Account at the time such Account becomes payable to him hereunder
does not exceed $
________
distribution
of the Participant’s
vested Account shall automatically be made in the form of a single
lump
sum at the time prescribed in Section 1.07(c)(1).
|
|
(f)
|
Distribution
Rules Applicable to
Pre-effective Date Accruals
|
|
o
Benefits
accrued under the Plan (subject to Code section 409A) prior to the
date in
Section 1.01(b)(1) above are subject to distribution rules not described
in Section 1.07(a) through (e), and such rules are described in
Attachment A Re: PRE EFFECTIVE DATE ACCRUAL DISTRIBUTION
RULES.
|
Years
of
Service
|
Vesting
%
|
1
|
0
|
2 | 0 |
3 | 100 |
|
(1)
☐
for
new plans, service prior to
the Effective Date as defined in Section
1.01(b)(2)(A).
|
|
(2)
☐
for
existing plans converting from
another plan document, service prior to the original Effective
Date as defined in Section
1.01(b)(2)(B).
|
|
(d)
x
|
Notwithstanding
anything to the
contrary herein, a
Participant
will forfeit his
Matching Contributions and Employer Contributions (regardless of
whether
vested) upon the occurrence of the following
event(s):
|
|
(e)
|
A
Participant will be 100% vested
in his Matching Contributions and Employer Contributions upon
(Check
the
appropriate box(es))
:
|
|
(1)
☐
Retirement
eligibility is the date the Participant attains age
___
and
completes
___
Years
of Service, as defined in
Section 7.03(b).
|
(2)
x
Death.
|
|
(3)
x
The
date on
which the Participant becomes disabled, as determined under Section
1.07(a)(2).
|
|
(f)
o
|
|
Years
of Service in Section 1.08
(a)(1) and Section 1.08 (b)(1) shall include service with the following
employers:
|
x
|
The
Employer has completed the
Superseding Provisions Addendum to reflect the provisions of the
Plan that
supersede provisions of this Adoption Agreement and/or the Basic
Plan
Document.
|
|
Employer:
|
Hub Group, Inc. |
|
By:
|
_/s/ David P. Yeager________________ |
|
Title:
|
_Chief Executive Officer_____________ |
|
Employer:
|
_Hub Group, Inc.__________________ |
|
By:
|
_/s/ David P. Yeager________________ |
|
Title:
|
_Chief Executive Officer_____________ |
Section
Amended
|
Effective
Date
|
|
|
|
|
|
|
|
|
Employer:
|
_Hub Group, Inc.__________________ |
|
By:
|
_/s/ David P. Yeager________________ |
|
Title:
|
_Chief Executive Officer_____________ |
|
Date:
|
_12-14-07________________________ |
Section
Amended
|
Effective
Date
|
|
|
|
|
|
|
|
|
Employer:
|
_Hub Group, Inc.__________________ |
|
By:
|
_/s/ David P. Yeager_______________ |
|
Title:
|
_Chief Executive Officer_____________ |
|
Date:
|
_12-14-07_______________________ |
|
ATTACHMENT
A
|
|
Re: PRE
EFFECTIVE DATE
ACCRUAL DISTRIBUTION RULES
|
|
Plan
Name:
Hub
Group, Inc. Non-Qualified Deferred Compensation
Plan
|
(a)
|
Superseding
Provision(s)
–
The
following provisions supersede
other provisions of this Adoption Agreement and/or the Basic Plan
Document
as described below:
|
Years
of
Service
|
Vesting
%
|
Less
than one1
|
0
|
1 | 0 |
2 | 0 |
3 | 100 |
1)
|
I
have reviewed this report on Form 10-K of Hub Group,
Inc.;
|
2)
|
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3)
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4)
|
The
registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
a)
|
designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being
prepared;
|
b)
|
designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
c)
|
evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
d)
|
disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter that has materially affected, or is reasonably likely
to
materially affect, the registrant’s internal control over financial
reporting and;
|
5)
|
The
registrant's other certifying officer and I have disclosed, based
on our
most recent evaluation of internal control over financial reporting,
to
the registrant's auditors and the audit committee of registrant's
board of
directors (or persons performing the equivalent
function):
|
a)
|
all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record,
process, summarize and report financial information;
and
|
b)
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control
over financial reporting.
|
Date:
February 21, 2008
|
By:
|
/s/ David P. Yeager | |
Name: David P. Yeager | |||
Title: Vice Chairman and Chief Executive Officer | |||
1)
|
I
have reviewed this report on Form 10-K of Hub Group,
Inc.;
|
2)
|
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3)
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4)
|
The
registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
a)
|
designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being
prepared;
|
b)
|
designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
c)
|
evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
d)
|
disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter that has materially affected, or is reasonably likely
to
materially affect, the registrant’s internal control over financial
reporting and;
|
5)
|
The
registrant's other certifying officer and I have disclosed, based
on our
most recent evaluation of internal control over financial reporting,
to
the registrant's auditors and the audit committee of registrant's
board of
directors (or persons performing the equivalent function):
|
a)
|
all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record,
process, summarize and report financial information;
and
|
b)
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control
over financial reporting.
|
Date:
February 21, 2008
|
By:
|
/s/ Terri A. Pizzuto | |
Name:Terri A. Pizzuto | |||
Title: Executive Vice President, | |||
Chief Financial Officer and Treasurer |
/s/
David P. Yeager
|
/s/
Terri A. Pizzuto
|
|||
Name:
David P. Yeager
|
Name:Terri
A. Pizzuto
|
|||
Title:
Vice Chairman
|
Title: Executive
Vice President,
|
|||
and Chief Executive Officer | Chief Financial Officer | |||
and Treasurer |