(Mark One) | ||
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the Fiscal Year Ended December 25, 2010 | ||
or
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
Delaware
|
06-1313069 | |
(State or other jurisdiction
of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
|
13410 Sutton Park Drive South
Jacksonville, Florida (Address of principal executive offices) |
32224
(Zip Code) |
Title of Each Class | Name of Exchange on Which Registered | |
Common Stock, $0.01 Par Value
|
The NASDAQ Stock Market, Inc. |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
Part of 10-K
|
||
into Which
|
||
Document | Incorporated | |
Proxy Statement relating to Landstar System, Inc.s Annual
Meeting of Stockholders scheduled to be held on May 26, 2011
|
Part III |
EX 31.1 | Section 302 CEO Certification | |||||||
EX 31.2 | Section 302 CFO Certification | |||||||
EX 32.1 | Section 906 CEO Certification | |||||||
EX 32.2 | Section 906 CFO Certification | |||||||
EX 101 | Instance Document | |||||||
EX 101 | Schema Document | |||||||
EX 101 | Calculation Linkbase Document | |||||||
EX 101 | Labels Linkbase Document | |||||||
EX 101 | Presentation Linkbase Document | |||||||
EX 101 | Definition Linkbase Document | |||||||
EX-3.2 | ||||||||
EX-10.13 | ||||||||
EX-21.1 | ||||||||
EX-23.1 | ||||||||
EX-24.1 | ||||||||
EX-31.1 | ||||||||
EX-31.2 | ||||||||
EX-32.1 | ||||||||
EX-32.2 | ||||||||
EX-101 INSTANCE DOCUMENT | ||||||||
EX-101 SCHEMA DOCUMENT | ||||||||
EX-101 CALCULATION LINKBASE DOCUMENT | ||||||||
EX-101 LABELS LINKBASE DOCUMENT | ||||||||
EX-101 PRESENTATION LINKBASE DOCUMENT | ||||||||
EX-101 DEFINITION LINKBASE DOCUMENT |
2
Item 1.
Business
3
Table of Contents
4
Table of Contents
5
Table of Contents
6
Table of Contents
7
Table of Contents
Trailers by Type
9,576
3,437
71
13,084
8
Table of Contents
9
Table of Contents
10
Table of Contents
Item 1A.
Risk
Factors
11
Table of Contents
12
Table of Contents
13
Table of Contents
14
Table of Contents
Item 1B.
Unresolved
Staff Comments
Item 2.
Properties
Item 3.
Legal
Proceedings
15
Table of Contents
Item 4.
Submission
of Matters to a Vote of Security Holders
16
Table of Contents
49
Item 5.
Market
for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
2010 Market Price
2009 Market Price
Dividends Declared
Fiscal Period
High
Low
High
Low
2010
2009
$
42.40
$
34.86
$
40.16
$
27.21
$
0.045
$
0.040
46.23
38.69
41.65
32.35
0.045
0.040
41.95
35.10
38.91
33.22
0.050
0.045
40.93
35.85
40.00
34.44
0.050
0.045
Total Number of Shares
Maximum Number of
Purchased as Part of
Shares that May Yet be
Total Number of
Average Price
Publicly Announced
Purchased Under the
Fiscal Period
Shares Purchased
Paid per Share
Programs
Programs
2,000,000
494,396
$
37.40
494,396
1,505,604
782,942
37.80
782,942
722,662
722,662
1,277,338
$
37.65
1,277,338
Declaration
Record
Payment
Dividend Amount per Share
Date
Date
Date
January 26, 2010
February 5, 2010
February 26, 2010
April 13, 2010
May 6, 2010
May 28, 2010
July 13, 2010
August 9, 2010
August 27, 2010
October 13, 2010
November 1, 2010
November 26, 2010
17
Table of Contents
Number of Securities
Number of Securities
Remaining Available for
to be Issued Upon
Weighted-average
Future Issuance Under
Exercise of
Exercise Price of
Equity Compensation
Plan Category
Outstanding Options
Outstanding Options
Plans
2,295,831
$
39.73
2,533,686
0
0
0
18
Table of Contents
Shareholder Returns
19
Table of Contents
Item 6.
Selected
Financial Data
SELECTED CONSOLIDATED FINANCIAL DATA
(Dollars in thousands, except per share amounts)
Fiscal Years
Income Statement Data:
2010
2009
2008
2007
2006
$
2,400,170
$
2,008,796
$
2,643,069
$
2,487,277
$
2,513,756
1,558
1,268
3,339
5,347
4,250
1,824,308
1,503,520
2,033,384
1,884,207
1,890,755
181,405
160,571
203,058
200,630
199,775
28,826
29,173
28,033
28,997
45,700
49,334
45,918
36,374
49,832
39,522
153,080
133,612
137,758
125,177
134,239
24,804
23,528
20,960
19,088
16,796
2,261,757
1,896,322
2,459,567
2,307,931
2,326,787
139,971
113,742
186,841
184,693
191,219
3,623
4,030
7,351
6,685
6,821
136,348
109,712
179,490
178,008
184,398
49,766
39,762
68,560
68,355
71,313
86,582
69,950
110,930
109,653
113,085
(932
)
(445
)
$
87,514
$
70,395
$
110,930
$
109,653
$
113,085
$
1.77
$
1.38
$
2.11
$
2.01
$
1.95
$
1.77
$
1.37
$
2.10
$
1.99
$
1.93
$
0.190
$
0.170
$
0.155
$
0.135
$
0.110
Dec. 25,
Dec. 26,
Dec. 27,
Dec. 29,
Dec. 30,
Balance Sheet Data:
2010
2009
2008
2007
2006
$
683,882
$
648,792
$
663,530
$
629,001
$
646,651
121,611
92,898
136,445
164,753
129,321
250,967
268,151
253,136
180,786
230,274
Item 7.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
20
Table of Contents
21
Table of Contents
22
Table of Contents
Fiscal Year
2010
2009
2008
468
405
484
$
4,576,000
$
4,292,000
$
4,907,000
89
%
87
%
90
%
Fiscal Year
2010
2009
2008
$
1,289,395
$
1,140,004
$
1,388,353
919,605
694,467
996,269
70,299
76,346
136,367
46,064
33,835
42,153
20,104
17,621
14,891
54,703
46,523
65,036
$
2,400,170
$
2,008,796
$
2,643,069
821,330
761,940
820,680
591,810
501,980
571,600
31,070
37,890
58,510
6,830
5,370
5,380
6,880
7,780
8,260
1,457,920
1,314,960
1,464,430
$
1,570
$
1,496
$
1,692
1,554
1,383
1,743
2,263
2,015
2,331
6,744
6,301
7,835
2,922
2,265
1,803
(1)
Includes premium revenue generated by the insurance segment and
warehousing and transportation management fee revenue generated
by the transportation logistics segment.
23
Table of Contents
Dec. 25,
Dec. 26,
Dec. 27,
2010
2009
2008
7,865
7,926
8,455
18,049
14,887
16,135
9,938
9,886
10,036
27,987
24,773
26,171
35,852
32,699
34,626
8,452
8,519
9,039
(1)
Active refers to Truck Brokerage Carriers who moved at least one
load in the 180 days immediately preceding the fiscal year
end.
24
Table of Contents
Fiscal Year
2010
2009
2008
100.0
%
100.0
%
100.0
%
76.0
74.8
76.9
7.6
8.0
7.7
16.4
%
17.2
%
15.4
%
100.0
%
100.0
%
100.0
%
0.4
0.4
0.8
7.3
8.5
6.9
12.5
13.3
8.9
38.8
38.8
33.9
6.3
6.8
5.2
64.9
67.4
54.9
35.5
%
33.0
%
45.9
%
25
Table of Contents
26
Table of Contents
27
Table of Contents
28
Table of Contents
Payments Due by Period
Less Than
1-3
4-5
More Than
Contractual Obligation
Total
1 Year
Years
Years
5 Years
$
80,000
$
80,000
43,970
$
23,570
15,492
$
4,908
8,868
2,554
3,425
1,453
$
1,436
36,392
34,763
1,629
$
169,230
$
60,887
$
100,546
$
6,361
$
1,436
29
Table of Contents
30
Table of Contents
31
Table of Contents
Item 7a.
Quantitative
and Qualitative Disclosures about Market Risk
32
Table of Contents
33
Table of Contents
Item 8.
Financial
Statements and Supplementary Data
Dec. 25,
Dec. 26,
2010
2009
$
44,706
$
85,719
23,266
24,325
307,350
278,854
23,943
18,149
21,652
19,565
420,917
426,612
132,649
116,656
57,470
57,470
72,846
48,054
$
683,882
$
648,792
LIABILITIES AND EQUITY
$
24,877
$
28,919
137,297
121,030
22,172
24,585
40,215
41,627
53,785
42,474
278,346
258,635
99,439
68,313
31,468
30,680
23,662
23,013
665
663
169,268
161,261
844,132
766,040
(763,182
)
(660,446
)
881
498
251,764
268,016
(797
)
135
250,967
268,151
$
683,882
$
648,792
34
Table of Contents
Fiscal Years Ended
Dec. 25,
Dec. 26,
Dec. 27,
2010
2009
2008
$
2,400,170
$
2,008,796
$
2,643,069
1,558
1,268
3,339
1,824,308
1,503,520
2,033,384
181,405
160,571
203,058
28,826
29,173
28,033
49,334
45,918
36,374
153,080
133,612
137,758
24,804
23,528
20,960
2,261,757
1,896,322
2,459,567
139,971
113,742
186,841
3,623
4,030
7,351
136,348
109,712
179,490
49,766
39,762
68,560
86,582
69,950
110,930
(932
)
(445
)
$
87,514
$
70,395
$
110,930
$
1.77
$
1.38
$
2.11
$
1.77
$
1.37
$
2.10
49,523,000
51,095,000
52,503,000
49,580,000
51,280,000
52,854,000
$
0.190
$
0.170
$
0.155
35
Table of Contents
Fiscal Years Ended
Dec. 25,
Dec. 26,
Dec. 27,
2010
2009
2008
$
86,582
$
69,950
$
110,930
24,804
23,528
20,960
219
218
196
3,916
7,986
6,937
1,058
(55
)
176
525
2,419
3,873
4,769
4,968
7,270
(38,206
)
32,780
(10,657
)
(1,752
)
8,068
28
16,267
(1,634
)
(11,240
)
11,200
(13,748
)
(4,813
)
(624
)
10,484
(3,971
)
108,758
144,964
119,689
1,730
28,024
(7,887
)
39,187
15,932
13,801
(65,818
)
(49,965
)
(6,921
)
(27,505
)
(2,715
)
(8,289
)
1,686
841
146
(14,888
)
(50,720
)
(22,771
)
(9,150
)
(4,042
)
(3,146
)
6,296
(9,422
)
(8,686
)
(8,136
)
1,660
1,128
12,249
1,580
773
2,231
40,000
40,000
87,000
(102,736
)
(55,757
)
(51,576
)
580
(26,273
)
(110,817
)
(120,110
)
(99,233
)
(135,925
)
(72,046
)
182
547
(339
)
(41,013
)
(13,185
)
38,154
85,719
98,904
60,750
$
44,706
$
85,719
$
98,904
36
Table of Contents
Landstar System, Inc. and Subsidiary Shareholders
Accumulated
Additional
Treasury
Other
Non-
Common Stock
Paid-In
Retained
Stock at Cost
Comprehensive
Controlling
Shares
Amount
Capital
Earnings
Shares
Amount
Income (Loss)
Interest
Total
65,630,383
$
656
$
132,788
$
601,537
13,121,109
$
(554,252
)
$
57
$
0
$
180,786
110,930
110,930
(8,136
)
(8,136
)
1,303,778
(51,576
)
(51,576
)
467,164
5
14,475
14,480
12,000
634
634
6,636
6,636
(339
)
(339
)
(279
)
(279
)
66,109,547
$
661
$
154,533
$
704,331
14,424,887
$
(605,828
)
$
(561
)
$
0
$
253,136
70,395
(445
)
69,950
(8,686
)
(8,686
)
1,624,547
(55,757
)
(55,757
)
145,811
2
1,899
1,901
580
580
(139
)
(27,323
)
1,139
1,000
4,968
4,968
547
547
512
512
66,255,358
$
663
$
161,261
$
766,040
16,022,111
$
(660,446
)
$
498
$
135
$
268,151
87,514
(932
)
86,582
(9,422
)
(9,422
)
2,652,791
(102,736
)
(102,736
)
279,811
2
3,238
3,240
4,769
4,769
182
182
201
201
66,535,169
$
665
$
169,268
$
844,132
18,674,902
$
(763,182
)
$
881
$
(797
)
$
250,967
37
Table of Contents
(1)
Significant
Accounting Policies
38
Table of Contents
39
Table of Contents
Fiscal Year
2010
2009
2008
49,523
51,095
52,503
57
185
351
49,580
51,280
52,854
(2)
Comprehensive
Income
Fiscal Year
2010
2009
2008
$
87,514
$
70,395
$
110,930
201
512
(279
)
182
547
(339
)
$
87,897
$
71,454
$
110,312
40
Table of Contents
(3)
Investments
Gross
Gross
Fair
Amortized
Unrealized
Unrealized
Market
Cost
Gains
Losses
Value
$
535
$
$
$
535
3,458
64
8
3,514
60,330
872
151
61,051
12,584
6
23
12,567
$
76,907
$
942
$
182
$
77,667
$
39,261
$
668
$
226
$
39,703
11,489
6
11,495
$
50,750
$
674
$
226
$
51,198
41
Table of Contents
Less Than 12 Months
12 Months or Longer
Total
Fair Market
Unrealized
Fair Market
Unrealized
Fair Market
Unrealized
Value
Loss
Value
Loss
Value
Loss
$
11,615
$
151
$
$
$
11,615
$
151
774
23
774
23
225
8
225
8
$
12,614
$
182
$
$
$
12,614
$
182
$
1,989
$
10
$
1,192
$
216
$
3,181
$
226
(4)
Income
Taxes
Fiscal Year
2010
2009
2008
$
46,164
$
35,878
$
57,249
2,199
656
6,267
878
809
1,171
$
49,241
$
37,343
$
64,687
$
801
$
2,035
$
3,438
(276
)
384
435
525
2,419
3,873
$
49,766
$
39,762
$
68,560
42
Table of Contents
Dec. 25,
Dec. 26,
2010
2009
$
5,014
$
4,787
5,797
5,426
5,861
5,288
6,137
5,938
$
22,809
$
21,439
$
29,084
$
27,433
8,284
8,040
$
37,368
$
35,473
$
14,559
$
14,034
Fiscal Year
2010
2009
2008
$
47,722
$
38,399
$
62,822
695
676
4,356
691
870
493
550
636
515
108
(819
)
374
$
49,766
$
39,762
$
68,560
43
Table of Contents
Fiscal Year
2010
2009
$
11,966
$
16,110
210
635
412
2,570
(2,822
)
(3,420
)
(381
)
(557
)
(3,548
)
$
9,209
$
11,966
(5)
Operating
Property
Dec. 25,
Dec. 26,
2010
2009
$
7,982
$
1,921
10,038
9,749
23,520
8,218
188,176
183,247
40,763
38,331
270,479
241,466
137,830
124,810
$
132,649
$
116,656
(6)
Retirement
Plan
44
Table of Contents
(7)
Debt
Dec. 25,
Dec. 26,
2010
2009
$
41,611
$
52,898
80,000
40,000
121,611
92,898
22,172
24,585
$
99,439
$
68,313
45
Table of Contents
(8)
Leases
Capital
Operating
Leases
Leases
$
23,570
$
2,554
11,173
2,165
4,319
1,260
3,595
822
1,313
631
1,436
43,970
$
8,868
2,359
$
41,611
(9)
Share-Based
Payment Arrangements
46
Table of Contents
Fiscal Years
2010
2009
2008
$
4,769
$
4,968
$
6,636
1,194
1,163
1,973
$
3,575
$
3,805
$
4,663
2010
2009
2008
37.0
%
38.0
%
33.0
%
0.400
%
0.400
%
0.375
%
2.50
%
1.50
%
3.00
%
4.2
4.4
4.1
47
Table of Contents
Options Outstanding
Options Exercisable
Weighted Average
Weighted Average
Exercise Price
Exercise Price
Shares
per Share
Shares
per Share
2,199,308
$
31.11
747,626
$
24.73
777,500
$
42.30
(467,164
)
$
26.22
(4,000
)
$
44.63
2,505,644
$
35.47
822,211
$
30.75
367,000
$
38.20
(207,342
)
$
19.31
(107,500
)
$
42.77
2,557,802
$
36.86
1,225,802
$
32.43
230,250
$
37.41
(424,354
)
$
20.73
(67,867
)
$
42.64
2,295,831
$
39.73
936,081
$
38.85
Options Outstanding
Weighted Average
Weighted Average
Number
Remaining Contractual
Exercise Price
Range of Exercise Prices Per Share
Outstanding
Life (Years)
per Share
6,400
0.5
$
8.56
31,600
2.0
$
14.62
55,019
3.1
$
19.58
116,401
4.2
$
32.57
737,098
7.7
$
37.88
1,265,313
6.3
$
42.58
84,000
7.0
$
47.95
2,295,831
6.5
$
39.73
48
Table of Contents
Options Exercisable
Weighted Average
Weighted Average
Number
Remaining Contractual
Exercise Price
Range of Exercise Prices Per Share
Exercisable
Life (Years)
per Share
6,400
0.5
$
8.56
31,600
2.0
$
14.62
55,019
3.1
$
19.58
116,401
4.2
$
32.57
119,748
4.7
$
37.11
574,513
5.6
$
43.49
32,400
7.1
$
48.05
936,081
5.1
$
38.85
Number of
Grant Date
Shares
Fair Value
11,500
$
34.82
18,354
$
42.41
29,854
$
39.49
Table of Contents
(10)
Equity
(11)
Commitments
and Contingencies
50
Table of Contents
(12)
Segment
Information
51
Table of Contents
52
Table of Contents
Transportation
Logistics
Insurance
Total
$
2,366,032
$
34,138
$
2,400,170
27,535
27,535
1,558
1,558
3,623
3,623
24,804
24,804
116,512
23,459
139,971
27,505
27,505
57,470
57,470
14,986
14,986
576,334
107,548
683,882
$
1,972,863
$
35,933
$
2,008,796
27,179
27,179
1,268
1,268
4,030
4,030
23,528
23,528
88,176
25,566
113,742
2,715
2,715
57,470
57,470
12,284
12,284
524,584
124,208
648,792
$
2,606,216
$
36,853
$
2,643,069
27,565
27,565
3,339
3,339
7,351
7,351
20,960
20,960
148,385
38,456
186,841
8,289
8,289
31,134
31,134
4,802
4,802
530,163
133,367
663,530
53
Table of Contents
54
Table of Contents
QUARTERLY FINANCIAL DATA
(Dollars in thousands, except per share amounts)
(Unaudited)
Fourth
Third
Second
First
Quarter
Quarter
Quarter
Quarter
2010
2010
2010
2010
$
587,535
$
622,826
$
641,721
$
548,088
$
35,808
$
35,886
$
39,982
$
28,295
$
34,884
$
34,851
$
39,172
$
27,441
11,005
13,315
14,962
10,484
$
23,879
$
21,536
$
24,210
$
16,957
(220
)
(266
)
(227
)
(219
)
$
24,099
$
21,802
$
24,437
$
17,176
$
0.50
$
0.44
$
0.49
$
0.34
$
0.50
$
0.44
$
0.49
$
0.34
$
0.0500
$
0.0500
$
0.0450
$
0.0450
Fourth
Third
Second
First
Quarter
Quarter
Quarter
Quarter
2009
2009
2009
2009
$
547,715
$
500,670
$
491,164
$
469,247
$
27,570
$
32,678
$
29,776
$
23,718
$
26,633
$
31,721
$
28,803
$
22,555
8,296
11,859
10,946
8,661
$
18,337
$
19,862
$
17,857
$
13,894
(231
)
(214
)
$
18,568
$
20,076
$
17,857
$
13,894
$
0.37
$
0.39
$
0.35
$
0.27
$
0.37
$
0.39
$
0.35
$
0.27
$
0.0450
$
0.0450
$
0.0400
$
0.0400
(1)
Due to the changes in the number of average common shares and
common stock equivalents outstanding during the year, the sum of
earnings per share amounts for each quarter do not necessarily
sum in the aggregate to the earnings per share amounts for the
full year.
55
Table of Contents
56
Table of Contents
Dec. 25,
Dec. 26,
2010
2009
$
250,967
$
268,151
$
250,967
$
268,151
LIABILITIES AND EQUITY
$
665
$
663
169,268
161,261
844,132
766,040
(763,182
)
(660,446
)
881
498
251,764
268,016
(797
)
135
$
250,967
$
268,151
57
Table of Contents
SCHEDULE I CONDENSED FINANCIAL INFORMATION OF
REGISTRANT
PARENT COMPANY ONLY STATEMENT OF INCOME INFORMATION
(Dollars in thousands, except per share amounts)
Fiscal Years Ended
Dec. 25,
Dec. 26,
Dec. 27,
2010
2009
2008
$
87,395
$
70,341
$
110,331
(119
)
(54
)
(599
)
$
87,514
$
70,395
$
110,930
$
1.77
$
1.38
$
2.11
$
1.77
$
1.37
$
2.10
$
0.190
$
0.170
$
0.155
49,523,000
51,095,000
52,503,000
49,580,000
51,280,000
52,854,000
58
Table of Contents
SCHEDULE I CONDENSED FINANCIAL
INFORMATION OF REGISTRANT
PARENT COMPANY ONLY STATEMENT OF CASH FLOWS INFORMATION
(Dollars in thousands)
Fiscal Years Ended
Dec. 25,
Dec. 26,
Dec. 27,
2010
2009
2008
$
87,514
$
70,395
$
110,930
(87,395
)
(70,341
)
(110,331
)
119
54
599
108,617
61,941
44,972
108,617
61,941
44,972
1,580
773
2,231
1,660
1,128
12,249
(9,422
)
(8,686
)
(8,136
)
(102,736
)
(55,757
)
(51,576
)
(108,918
)
(62,542
)
(45,232
)
182
547
(339
)
0
0
0
0
0
0
$
0
$
0
$
0
59
Table of Contents
COL A | COL B | COL C | COL D | COL E | ||||||||||||||||
Additions | ||||||||||||||||||||
Charged to
|
||||||||||||||||||||
Balance at
|
Charged to
|
Other
|
Deductions
|
Balance at
|
||||||||||||||||
Beginning of
|
Costs and
|
Accounts
|
Describe
|
End of
|
||||||||||||||||
Period | Expenses | Describe | (A) | Period | ||||||||||||||||
Description
|
||||||||||||||||||||
Allowance for doubtful accounts:
|
||||||||||||||||||||
Deducted from trade receivables
|
$ | 5,547 | $ | 1,395 | $ | (1,618 | ) | $ | 5,324 | |||||||||||
Deducted from other receivables
|
6,727 | 2,516 | (1,744 | ) | 7,499 | |||||||||||||||
Deducted from other non-current receivables
|
319 | 5 | (12 | ) | 312 | |||||||||||||||
$ | 12,593 | $ | 3,916 | $ | (3,374 | ) | $ | 13,135 | ||||||||||||
(A) | Write-offs, net of recoveries. |
60
COL A | COL B | COL C | COL D | COL E | ||||||||||||||||
Additions | ||||||||||||||||||||
Charged to
|
||||||||||||||||||||
Balance at
|
Charged to
|
Other
|
Deductions
|
Balance at
|
||||||||||||||||
Beginning of
|
Costs and
|
Accounts
|
Describe
|
End of
|
||||||||||||||||
Period | Expenses | Describe | (A) | Period | ||||||||||||||||
Description
|
||||||||||||||||||||
Allowance for doubtful accounts:
|
||||||||||||||||||||
Deducted from trade receivables
|
$ | 6,230 | $ | 3,801 | $ | (4,484 | ) | $ | 5,547 | |||||||||||
Deducted from other receivables
|
4,866 | 4,182 | (2,321 | ) | 6,727 | |||||||||||||||
Deducted from other non-current receivables
|
316 | 3 | 319 | |||||||||||||||||
$ | 11,412 | $ | 7,986 | $ | (6,805 | ) | $ | 12,593 | ||||||||||||
(A) | Write-offs, net of recoveries. |
61
COL A | COL B | COL C | COL D | COL E | ||||||||||||||||
Additions | ||||||||||||||||||||
Charged to
|
||||||||||||||||||||
Balance at
|
Charged to
|
Other
|
Deductions
|
Balance at
|
||||||||||||||||
Beginning of
|
Costs and
|
Accounts
|
Describe
|
End of
|
||||||||||||||||
Period | Expenses | Describe | (A) | Period | ||||||||||||||||
Description
|
||||||||||||||||||||
Allowance for doubtful accounts:
|
||||||||||||||||||||
Deducted from trade receivables
|
$ | 4,469 | $ | 4,641 | $ | (2,880 | ) | $ | 6,230 | |||||||||||
Deducted from other receivables
|
4,792 | 2,290 | (2,216 | ) | 4,866 | |||||||||||||||
Deducted from other non-current receivables
|
310 | 6 | 316 | |||||||||||||||||
$ | 9,571 | $ | 6,937 | $ | (5,096 | ) | $ | 11,412 | ||||||||||||
(A) | Write-offs, net of recoveries |
62
Item 9.
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure
Item 9A.
Controls
and Procedures
63
Table of Contents
64
Table of Contents
Item 9B.
Other
Information
Sections 1.07 and 1.08 were amended to clarify that
(i) broker non-votes are considered present for purposes of
establishing a quorum for the transaction of business at a
meeting of stockholders and (ii) abstentions and broker
non-votes are not counted as votes cast in calculating whether
or not a majority or plurality of votes were cast in connection
with a matter voted upon by stockholders.
Section 1.08 was amended to provide that (i) a
majority of votes cast is necessary for the election of a
director in an uncontested election and (ii) a plurality of
votes cast is necessary for the election of a director in a
contested election.
Section 2.02 was amended to permit one or more directors to
be nominated and elected to a Class of the Board of Directors
having a term that expires in fewer than three years from the
date of the annual meeting at which such director or directors
are elected, if necessary in furtherance of the requirement in
the bylaws that the Classes of the Board be as equal in size as
possible.
Sections 2.12 and 2.13 were amended to correct certain
inconsistencies with provisions of the certificate of
incorporation.
A new Section 8.09 was added that provides that the Court
of Chancery of Delaware shall be the exclusive forum for any
(i) derivative actions, (ii) breach of fiduciary duty
claims, (iii) claims arising under the Delaware General
Corporation Law or the corporations certificate of
incorporation or bylaws, or (iv) actions asserting a claim
governed by the internal affairs doctrine.
Item 10.
Directors,
Executive Officers and Corporate Governance
65
Table of Contents
Item 11.
Executive
Compensation
Item 12.
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
Item 13.
Certain
Relationships and Related Transactions, and Director
Independence
Item 14.
Principal
Accounting Fees and Services
66
Item 15.
Exhibits
and Financial Statement Schedules
Page
34
35
36
37
38
54
Exhibit
No.
Description
(3)
Articles of Incorporation and By-Laws:
3
.1
Restated Certificate of Incorporation of the Company dated
March 6, 2006, including Certificate of Designation of
Junior Participating Preferred Stock dated February 10,
1993. (Incorporated by reference to Exhibit 3.1 to the
Registrants Annual Report on
Form 10-K
for the fiscal year ended December 31, 2005 (Commission
File
No. 0-21238))
3
.2*
The Companys Bylaws, as amended and restated on
February 21, 2011.
(4)
Instruments defining the rights of security holders,
including indentures:
4
.1
Specimen of Common Stock Certificate. (Incorporated by reference
to Exhibit 4.1 to the Registrants Registration
Statement on
Form S-1
(Registration
No. 33-57174))
4
.2
Credit Agreement, dated as of June 27, 2008, among LSHI,
Landstar, the lenders named therein and JPMorgan Chase Bank,
N.A., as administrative agent (including exhibits and schedules
thereto). (Incorporated by reference to Exhibit 99.1 to the
Registrants
Form 8-K
filed on July 3, 2008 (Commission File
No. 0-21238))
(10)
Material contracts:
10
.1+
Landstar System, Inc. Executive Incentive Compensation Plan
(Incorporated by reference to Exhibit A to the
Registrants Definitive Proxy Statement filed on
April 2, 2007 (Commission File
No. 0-21238))
67
Table of Contents
Exhibit
No.
Description
10
.2+
Amendment to the Landstar System, Inc. Executive Incentive
Compensation Plan, effective as of December 3, 2008
(Incorporated by reference to Exhibit 10.2 to the
Registrants Annual Report on
Form 10-K
for the fiscal year ended December 27, 2008 (Commission
File
No. 0-21238))
10
.3+
Landstar System, Inc. Supplemental Executive Retirement Plan, as
amended and restated as of January 1, 2010 (Incorporated by
reference to Exhibit 10.3 to the Registrants Annual
Report on
Form 10-K
for the fiscal year ended December 26, 2009 (Commission
File
No. 0-21238))
10
.4+
Landstar System, Inc. 1993 Stock Option Plan, as amended as of
December 31, 2008 (Incorporated by reference to
Exhibit 99.2 to the Registrants Current Report on
Form 8-K
filed on January 7, 2009 (Commission File
No. 0-21238))
10
.5+
Amended and Restated Landstar System, Inc. 2002 Employee Stock
Option and Stock Incentive Plan (Incorporated by reference to
Exhibit A to the Registrants Definitive Proxy
Statement filed on March 23, 2009 (Commission File
No. 0-21238))
10
.6+
Directors Stock Compensation Plan, as amended and restated as of
February 22, 2010 (Incorporated by reference to
Exhibit 10.7 to the Registrants Annual Report on
Form 10-K
for the fiscal year ended December 26, 2009 (Commission
File
No. 0-21238))
10
.7+
Form of Indemnification Agreement between the Company and each
of the directors and executive officers of the Company.
(Incorporated by reference to Exhibit 10.2 to the
Registrants Annual Report on
Form 10-K
for the fiscal year ended December 27, 2003 (Commission
No. 0-21238))
10
.8+
Form of Key Executive Employment Protection Agreement between
Landstar System, Inc. and each of the Executive Officers of the
Company (Incorporated by reference to Exhibit 10.13 to the
Registrants Annual Report on
Form 10-K
for the fiscal year ended December 30, 2006 (Commission
File
No. 0-21238))
10
.9+
Form of Amendment to Key Executive Employment Protection
Agreement between Landstar System, Inc. and each of the
Executive Officers of the Company
10
.10+
Letter Agreement, dated July 2, 2002 from Jeffrey C. Crowe
to Henry H. Gerkens. (Incorporated by reference to
Exhibit 10.17 to the Registrants Annual Report on
Form 10-K
for the fiscal year ended December 28, 2002 (Commission
File
No. 0-21238))
10
.11+
Letter Agreement, dated December 31, 2008, between Landstar
System, Inc. and Henry H. Gerkens (Incorporated by reference to
Exhibit 99.1 to the Registrants Current Report on
Form 8-K
filed on December 31, 2008 (Commission File
No. 0-21238))
10
.12+
Consulting Services Agreement, dated as of December 18,
2009, between Landstar System, Inc. and Jeffrey C. Crowe
(Incorporated by reference to Exhibit 10.13 to the
Registrants Annual Report on
Form 10-K
for the fiscal year ended December 26, 2009 (Commission
File No.
0-21238))
10
.13+*
Employment Separation Agreement, Waiver and Release, dated
January 26, 2011, between Landstar System, Inc. and James
M. Handoush
(21)
Subsidiaries of the Registrant:
21
.1*
List of Subsidiary Corporations of the Registrant
(23)
Consents of experts and counsel:
23
.1*
Consent of KPMG LLP as Independent Registered Public Accounting
Firm
(24)
Power of attorney:
24
.1*
Powers of Attorney
(31)
Certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002:
31
.1*
Chief Executive Officer certification, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
31
.2*
Chief Financial Officer certification, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
(32)
Certifications pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002:
32
.1**
Chief Executive Officer certification pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
32
.2**
Chief Financial Officer certification pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
101
.INS**
XBRL Instance Document
101
.SCH**
XBRL Schema Document
68
Table of Contents
Exhibit
No.
Description
101
.CAL**
XBRL Calculation Linkbase Document
101
.LAB**
XBRL Labels Linkbase Document
101
.PRE**
XBRL Presentation Linkbase Document
101
.DEF**
XBRL Definition Linkbase Document
+
management contract or compensatory plan or arrangement
*
Filed herewith.
**
Furnished herewith.
69
Table of Contents
By:
By:
Signature
Title
Date
Chairman, President and
Chief Executive Officer;
Principal Executive Officer
February 22, 2011
Vice President and
Chief Financial Officer;
Principal Accounting Officer
February 22, 2011
Director
February 22, 2011
Director
February 22, 2011
Director
February 22, 2011
Director
February 22, 2011
Director
February 22, 2011
By:
Attorney In Fact*
70
Page | ||||
Article I Meetings of Stockholders
|
1 | |||
|
||||
Section 1.01 Annual Meetings
|
1 | |||
Section 1.02 Special Meetings
|
1 | |||
Section 1.03 Participation in Meetings by Remote Communication
|
1 | |||
Section 1.04 Notice of Meetings; Waiver of Notice
|
1 | |||
Section 1.05 Proxies
|
2 | |||
Section 1.06 Voting Lists
|
3 | |||
Section 1.07 Quorum
|
3 | |||
Section 1.08 Voting
|
3 | |||
Section 1.09 Adjournment
|
3 | |||
Section 1.10 Organization; Procedure
|
4 | |||
Section 1.11 No Stockholder Action by Written Consent
|
4 | |||
Section 1.12 Stockholder Meetings Nominations and Other Proposals
|
4 | |||
|
||||
Article II Board of Directors
|
8 | |||
|
||||
Section 2.01 General Powers
|
8 | |||
Section 2.02 Number and Term of Office; Election of Directors
|
8 | |||
Section 2.03 Regular Meetings
|
9 | |||
Section 2.04 Special Meetings
|
9 | |||
Section 2.05 Notice of Meetings; Waiver of Notice
|
9 | |||
Section 2.06 Quorum; Voting
|
9 | |||
Section 2.07 Action by Telephonic Communications
|
9 | |||
Section 2.08 Adjournment
|
10 | |||
Section 2.09 Action Without a Meeting
|
10 | |||
Section 2.10 Regulations
|
10 | |||
Section 2.11 Resignations of Directors
|
10 | |||
Section 2.12 Removal of Directors
|
10 | |||
Section 2.13 Vacancies and Newly Created Directorships
|
10 | |||
Section 2.14 Compensation
|
11 | |||
Section 2.15 Reliance on Accounts and Reports, etc.
|
11 |
i
Page | ||||
Article III Committees
|
11 | |||
|
||||
Section 3.01 Designation of Committees
|
11 | |||
Section 3.02 Members and Alternate Members
|
12 | |||
Section 3.03 Committee Procedures
|
12 | |||
Section 3.04 Meetings and Actions of Committees
|
12 | |||
Section 3.05 Resignations and Removals
|
13 | |||
Section 3.06 Vacancies
|
13 | |||
|
||||
Article IV Officers
|
13 | |||
|
||||
Section 4.01 Officers
|
13 | |||
Section 4.02 Appointment of Officers
|
13 | |||
Section 4.03 Removal and Resignation of Officers
|
14 | |||
Section 4.04 Vacancies in Office
|
14 | |||
Section 4.05 Compensation
|
14 | |||
Section 4.06 Security
|
15 | |||
|
||||
Article V Capital Stock
|
15 | |||
|
||||
Section 5.01 Certificates of Stock, Uncertificated Shares
|
15 | |||
Section 5.02 Signatures; Facsimile
|
15 | |||
Section 5.03 Lost, Stolen or Destroyed Certificates
|
15 | |||
Section 5.04 Transfer of Stock
|
15 | |||
Section 5.05 Registered Stockholders
|
16 | |||
Section 5.06 Transfer Agent and Registrar
|
16 | |||
|
||||
Article VI Indemnification
|
16 | |||
|
||||
Section 6.01 Indemnification
|
16 | |||
Section 6.02 Advance of Expenses
|
17 | |||
Section 6.03 Procedure for Indemnification
|
17 | |||
Section 6.04 Burden of Proof
|
18 | |||
Section 6.05 Contract Right; Non-Exclusivity; Survival
|
18 | |||
Section 6.06 Insurance
|
19 | |||
Section 6.07 Employees and Agents
|
19 | |||
Section 6.08 Interpretation; Severability
|
19 | |||
|
||||
Article VII Offices
|
19 | |||
|
||||
Section 7.01 Registered Office
|
19 | |||
Section 7.02 Other Offices
|
20 |
ii
Page | ||||
Article VIII General Provisions
|
20 | |||
|
||||
Section 8.01 Dividends
|
20 | |||
Section 8.02 Reserves
|
20 | |||
Section 8.03 Execution of Instruments
|
20 | |||
Section 8.04 Voting as Stockholder
|
20 | |||
Section 8.05 Fiscal Year
|
21 | |||
Section 8.06 Seal
|
21 | |||
Section 8.07 Books and Records; Inspection
|
21 | |||
Section 8.08 Electronic Transmission
|
21 | |||
Section 8.09 Exclusive Forum
|
21 | |||
|
||||
Article IX Amendment of Bylaws
|
21 | |||
|
||||
Section 9.01 Amendment
|
21 | |||
|
||||
Article X Construction
|
22 | |||
|
||||
Section 10.01 Construction
|
22 |
iii
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
(a) | Company will pay Employee one (1) years pay as wages in lieu of notice in the gross amount of TWO HUNDRED AND TWENTY THOUSAND and 00/100 dollars ($220,000.00), less standard payroll deductions. This sum shall be payable for the time period of February 1, 2011-January 31, 2012 by payroll checks made payable to Employee in four (4) equal quarterly installments of FIFTY-FIVE THOUSAND and 00/100 dollars ($55,000.00), with the first quarterly installment to be mailed to Employee within ten (10) business days of the expiration of the revocation period specified in paragraph 9 of this Agreement; and the remaining quarterly installments to be mailed to Employee on or before the following dates: July 31, 2011, October 31, 2011, and January 31, 2012. Provided, however, that it is agreed that if Employee requests and is granted written approval as provided in paragraph 3. below to become involved with a competing business and Employees services commence with such business on or before January 31, 2012, the payments under this paragraph 1.(a) will be proportionally reduced so that no payment will be made for the time period of involvement with such competing business prior to January 31, 2012. | ||
(b) | On February 1, 2011, Company will deliver a check to Employee in the gross amount of $224,259 less standard payroll deductions. Such amount represents Employees 2010 4 th quarter and year end discretionary bonus payment (calculated based upon a total bonus amount of $270,249 less $45,990 already paid to Employee). On |
February 1, 2011, Company will also deliver to Employee a check representing Employees final paycheck for work performed through January 31, 2011. | |||
(c) | Company will pay Employee the gross sum of SEVENTEEN THOUSAND SEVEN HUNDRED AND SIXTY NINE and 15/100 dollars ($17,769.15), less standard payroll deductions, in lieu of 20 days of accrued and unused vacation and one floating holiday. This sum shall be payable by payroll check made payable to Employee and mailed to Employee within ten (10) business days of the expiration of the revocation period specified in paragraph 9 of this Agreement. | ||
(d) | Company agrees not to contest any claim by Employee for unemployment compensation benefits. | ||
(e) | Should Employee timely elect to continue group health insurance coverage pursuant to his rights under COBRA, Company will pay Employees premium for this COBRA continuation coverage for a period of 12 months following Employees termination or until Employee becomes covered under another group health insurance plan offered by a subsequent employer, whichever occurs first. | ||
(f) | Money held under the Landstar System, Inc. 401(k) Savings Plan will be administered in accordance with the terms of that Plan. | ||
(g) | Money held under the Landstar System, Inc. Supplemental Executive Retirement Plan will be administered in accordance with the terms of that Plan. | ||
(h) | Stock options and restricted stock, in each case as vested as of February 1, 2011, will be administered under the terms of the Amended and Restated Landstar System, Inc. 2002 Employee Stock Option and Stock Incentive Plan. |
(a) | Employee acknowledges he has been separated from his employment with Company effective February 1, 2011. | ||
(b) | Employee waives, and releases Company from, any claims, demands, damages, lawsuits, obligations, promises, administrative actions, charges, and causes of action, both known and unknown, in law or in equity, of any kind whatsoever, including, but not limited to, all matters relating to or arising out of Employees employment with Company, compensation by Company, or separation from employment by |
Company. This Waiver and Release covers any causes of action or claims under Title VII of the Civil Rights Act of 1964, as amended; the Employee Retirement Income Security Act of 1974 (ERISA), as amended; the Age Discrimination in Employment Act of 1967 (ADEA), as amended; the Civil Rights Act of 1866, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; Executive Orders 11246 and 11478; the National Labor Relations Act, as amended; the Fair Labor Standards Act of 1938, as amended; the Equal Pay Act of 1963, as amended; the Consolidated Omnibus Budget Reconciliation Act of 1984 (COBRA), as amended; the Sarbanes-Oxley Act of 2002; the Florida Civil Rights Act of 1992, as amended; Fla. Stat. §§ 448.101-448.104; Fla. Stat. § 440.205; and any other state, federal or local law, ordinance or constitutional provision, and any claims or causes of action founded in tort (including negligence or intentional torts), contract (oral, written, or implied), or any other common law or equitable basis of action. | |||
(c) | Employee shall not disclose, either directly or indirectly, any information whatsoever regarding any of the terms or the existence of this Agreement or of any other claim Employee has, had, or may have had against Company, to any person or organization, including, but not limited to, members of the press and media, present and former employees of Company, past, current or prospective clients, customers or agents of Company, companies which do business with Company, or other members of the public. The only exceptions to Employees promise of confidentiality herein is that Employee may reveal such terms of this Agreement as are necessary to comply with a request made by the Internal Revenue Service, as otherwise compelled by a court or agency of competent jurisdiction, or as necessary to comply with requests from Employees accountants or attorneys for legitimate business purposes. Each breach by Employee of this promise of confidentiality shall be a material breach of this Agreement, for which the parties agree that Company would suffer irreparable damage to its reputation. | ||
(d) | Employee agrees to refrain from expressing (or causing others to express) to any third party, any derogatory or negative opinions, comments, or statements concerning Company, including to friends, employees, clients, customers, agents, contractor, suppliers, vendors or members of the press or media. | ||
(e) | Nothing in this Agreement shall preclude Employee from filing a charge or complaint of discrimination or retaliation with Equal Employment Opportunity Commission (EEOC) or any other federal, state or local governmental agency or department, nor shall anything in this Agreement be construed to preclude or impose any condition |
precedent, any penalty or any other limitation adversely affecting Employees right to challenge the validity of his waiver of claims under the Age Discrimination in Employment Act. Employee, however, represents that, while he is not legally barred from doing so, he has not filed and does not intend to file any complaints or charges of discrimination or retaliation with EEOC or any federal, state or local agency and he understands that the Company has relied on his representation in this paragraph in agreeing to perform the payment obligations in paragraph 1 of this Agreement. Employee further agrees that, with respect to the claims he is waiving in this Agreement, Employee is waiving his right to recover monetary damages, reinstatement or any other damages or relief based on any complaint or charge of discrimination or retaliation filed by Employee or by any person or entity on his behalf, including, but not limited to, EEOC or any other federal, state or local governmental agency or department. Employee further acknowledges that he is not aware of any factual or legal basis to support any such claims. | |||
(f) | Employee agrees, for a two year period following his termination of Employment with Company, to cooperate with the Company and its attorneys, including, but not limited to, making himself available at reasonable times to meet with the Company and/or its attorneys, for the purpose of assisting the Company and/or its attorneys in conducting Companys business and in addressing matters, including, but not limited to matters in litigation and matters that may become the subject of litigation, that arose during Employees employment with Company or in any way concern Employees performance of duties on behalf of Company during Employees employment with Company. | ||
(g) | Employee agrees to comply with the Restrictive Covenants set forth in paragraphs 3 of this Agreement. |
(a) | Employee acknowledges that, in his position as Vice President and Co-Chief Operating Officer of Company and in earlier positions Employee held with Company, Employee had access to and knowledge of detailed confidential and proprietary information of and concerning Company, including, but not limited to, Companys business and its strategic plans, knowledge of customers, customer lists, customer needs, agents, agent needs, agent lists, computer programs, pricing, organization, rail and vendor contracts, business processes, business methods, business transactions and negotiations, other business operations, actual or potential claims by or against Company, and actual, anticipated or threatened litigation concerning Company (collectively referred to as Confidential |
Business Information). Employee agrees that Employees unauthorized use or disclosure of the Companys Confidential Business Information would cause irreparable harm to the Company. | |||
(b) | Employee recognizes that all of the documents and other tangible items which contain any of Companys Confidential Information are Companys property exclusively, including any items which Employee may have developed or contributed to developing while working for Company. | ||
(c) | Employee recognizes that all files, records, computer programs, memoranda, materials, information, manuals, keys, credit cards, passwords, technical notes and equipment Company has provided to Employee are also the property of Company exclusively. All items described in this and the preceding paragraphs are hereafter collectively referred to as Companys Property. | ||
(d) | Employee shall immediately: |
(i) | Refrain from taking any of Companys Property or allowing any of Companys Property to be taken from Companys premises; | ||
(ii) | Refrain from reproducing in any manner or allowing to be reproduced any of Companys Property or any information contained therein; | ||
(iii) | Refrain from removing any such reproduction from Companys premises; and | ||
(iv) | Return to Company any original or reproduction of Companys Property in his possession. |
(e) | Unless Employee receives Companys advance written consent as described in paragraph 3(k) of this Agreement, for the remainder of Employees employment with Company and for a period of one (1) year following Employees February 1, 2011 termination from employment with Company, Employee shall not, anywhere within the United States of America or Canada, either directly or indirectly, either on his own behalf or on behalf of another individual or business, engage in the following activities, or assist others in such activities: |
(i) | Hiring, recruiting, or attempting to recruit, for any business which competes with Company, or otherwise becoming associated in such a business with, any person working for or employed by Company or working for or employed by |
Company at any time during the twelve (12) months before Employees termination of his employment with Company; | |||
(ii) | Hiring, contracting with, recruiting, or attempting to recruit, for any business which competes with Company, or otherwise becoming associated in such a business with, any agent or other independent contractor performing services for Company at any time during the twelve (12) months before Employees termination of his employment with Company; | ||
(iii) | Soliciting any business from any of Companys current or prospective customers or agents. For purposes of this Agreement, a prospective customer or agent is defined as any individual or entity Company has actively solicited, planned to solicit, or provided services to, during the twelve (12) months before Employees termination of his employment with Company; and | ||
(iv) | Entering into, engaging in, being employed by, being connected to, consulting for, or possessing or acquiring any direct or indirect ownership interest in any business which competes with any business conducted by Company or any business planned to be conducted by Company at the time of Employees termination from Company. |
(f) | At no time during the remainder of Employees employment with Company or at any time following the termination of Employees employment with Company shall Employee disclose to any third party any of Companys Confidential Information without Companys express written authorization as provided in paragraph 3(k) of this Agreement, or unless compelled to do so by a court or agency of competent jurisdiction provided, upon being served with any order or subpoena compelling such disclosure, Employee shall promptly notify Companys President to allow Company to determine whether to seek an order quashing or vacating any such order or subpoena. | ||
(g) | The parties to this Agreement recognize that irreparable harm would result from any breach by Employee of the covenants of this Agreement and that monetary damages alone would not provide adequate relief for any such breach. Accordingly, in addition to any other remedy which may be available to Company, if Employee breaches a restrictive covenant in this Agreement, the parties acknowledge that injunctive relief in favor of Company is proper. |
(h) | If Employee breaches a covenant containing a specified term, the term shall be extended by the period of time between Employees termination of his relationship with Company and the date a court of competent jurisdiction enters an injunction restraining further breach of the covenant. | ||
(i) | If Company determines that Employee has breached any Restrictive Covenant in this Agreement, Employee shall make himself available for service of process within the State of Florida. | ||
(j) | If a court of competent jurisdiction determines that any of the restrictions in this Agreement are overbroad, Employee shall agree to modification of the affected restriction(s) to permit enforcement to the maximum extent allowed by law. | ||
(k) | A consent which purports to waive or modify any of Employees obligations under this Agreement or any other modification of this Agreement shall be ineffective unless it is set forth in writing and signed by Companys Chief Executive Officer. With respect to the restrictions contained in subparagraph 3.(e) above, it is agreed that Employee may request permission to work with, or directly or indirectly assist, a business that provides services in the transportation, logistics and/or supply chain sector(s). Company, in turn, agrees to reasonably consider any such request by Employee for a written consent and agrees not to impose any unreasonable conditions upon any such consent. However, it is specifically recognized and agreed that it will not be unreasonable for Company to withhold consent with respect to any such request that would enable Employee to work with or directly or indirectly assist a business that utilizes, or is considering utilizing, a network of sales agents that competes with or is in any way similar in structure to the network of sales agents under contract to Company. | ||
(l) | The parties acknowledge that the restrictive covenants in this paragraph are essential independent elements of this Agreement and that, but for Employee agreeing to comply with them, Company would not have entered into this Agreement with Employee. Accordingly, the Restrictive Covenants set forth in this Agreement shall be construed as agreements independent of any other provision in any other agreement by, between, among, or affecting Company and Employee, and the existence of any claim or cause of action of Employee against Company, whether predicated on this Agreement or otherwise, shall not constitute or operate as a defense to Companys enforcement of any of the Restrictive Covenants contained in this Agreement. |
(m) | It is expressly agreed that the Restrictive Covenants in this paragraph shall survive the February 1, 2011 termination of Employees employment with Company. | ||
(n) | If any provision of this Agreement is declared invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed to effectuate the purpose and intent of this Agreement. |
/s/ [illegible] | /s/ James M. Handoush | |||||
Witness as to James M. Handoush | JAMES M. HANDOUSH |
LANDSTAR SYSTEM, INC. | ||||||
/s/ Joan Norve | By: | /s/ Michael K. Kneller | ||||
Witness as to Landstar System, Inc. | Michael K. Kneller | |||||
Its: | Vice President, General Counsel | |||||
and Secretary |
Jurisdiction of
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% of Voting
|
|||||
Name
|
Incorporation
|
Securities Owned
|
||||
Subsidiary of Landstar System, Inc.:
|
||||||
Landstar System Holdings, Inc.
|
Delaware | 100 | ||||
Subsidiaries of Landstar System Holdings, Inc.:
|
||||||
Landstar Inway, Inc.
|
Delaware | 100 | ||||
Landstar Global Logistics, Inc.
|
Delaware | 100 | ||||
Landstar Ligon, Inc.
|
Delaware | 100 | ||||
Landstar Ranger, Inc.
|
Delaware | 100 | ||||
Risk Management Claim Services, Inc.
|
Kentucky | 100 | ||||
Also d/b/a RMCS, Inc. in Alabama and California
|
||||||
Landstar Transportation Logistics, Inc.
|
Delaware | 100 | ||||
Also d/b/a Landstar Carrier Services, Inc.
|
||||||
Landstar Contractor Financing, Inc.
|
Delaware | 100 | ||||
Signature Insurance Company
|
Cayman Islands, BWI | 100 | ||||
Landstar Canada Holdings, Inc.
|
Delaware | 100 | ||||
Signature Technology Services, Inc.
|
Delaware | 100 | ||||
Landstar Supply Chain Solutions, Inc.
|
Delaware | 100 | ||||
Subsidiaries of Landstar Supply Chain Solutions, Inc.
|
||||||
National Logistics Management Co.
|
Michigan | |||||
A3I Acquisition LLC
|
Delaware | 75 | ||||
Subsidiary of A3I Acquisition LLC
|
||||||
A3 Integration, LLC
|
Delaware | 100 | ||||
Subsidiary of Landstar Canada Holdings, Inc.
|
||||||
Landstar Canada, Inc.
|
Ontario, Canada | 100 | ||||
Also d/b/a Enterprise Landstar Canada in Quebec
|
||||||
Also d/b/a Landstar Canada Forwarding
|
||||||
Subsidiary of Landstar Global Logistics, Inc.
|
||||||
Landstar Express America, Inc.
|
North Carolina | 100 | ||||
Subsidiary of Landstar Ranger, Inc.
|
||||||
Landstar Gemini, Inc.
|
Delaware | 100 | ||||
Also d/b/a Landstar Less Than Truck Load
|
||||||
Also d/b/a Landstar LTL
|