Exhibit 10.1

Execution Version

BOARD REPRESENTATION AGREEMENT

THIS BOARD REPRESENTATION AGREEMENT (this “Agreement”) is made and entered into as of December 22, 2020, by and among Daseke, Inc., a Delaware corporation (the “Company”), on the one hand, and Lyons Capital, LLC, a California limited liability company, The Lyons Community Property Trust, dated June 15, 1979, a trust formed in the state of California, and Phillip N. Lyons, an individual (“Mr. Lyons”) (each of the foregoing, an “Investor” and collectively, with each of their respective Affiliates, the “Investors”), and Grant Garbers, an individual (or any successor representative mutually agreed upon by the Company and the Investors under the terms of this Agreement, the “Investor Representative”), on the other hand. The Company and the Investors are each herein referred to as a “party” and collectively, the “parties.” The Investor Representative shall be a party to this Agreement only for purposes of the Investor Representative’s rights and obligations under Sections 1, 7, 11(a)(ii)(B), 11(b) and 13 through 17.

WHEREAS, capitalized terms used in this Agreement and not separately defined in this Agreement shall have the meanings given to them in Section 16;

WHEREAS, on April 16, 2020, the Investors filed a Schedule 13D with the SEC (the “Schedule 13D”); and

WHEREAS, the parties have determined to come to an agreement with respect to the composition of the Board of Directors of the Company (the “Board”) and certain other matters, as provided in this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:

(a)               Effective upon the execution and delivery of this Agreement, (i) director Kevin M. Charlton (“Mr. Charlton”) shall tender his resignation from the Board, effective January 1, 2021, (ii) the Board shall appoint the Investor Representative to fill the vacancy resulting from Mr. Charlton’s resignation, effective January 1, 2021, (iii) the Board shall not nominate Vice Chairman of the Board Daniel J. Hennessy to stand for re-election at the Annual Meeting to be held in 2021 (the “2021 Annual Meeting”), shall not include Mr. Hennessy in its proxy statement and proxy card as a director nominee at the 2021 Annual Meeting, and shall not recommend or solicit proxies in favor of the re-election of Mr. Hennessy at the 2021 Annual Meeting, and (iv) if Charles F. Serianni (“Mr. Serianni”) is re-elected to the Board at the 2021 Annual Meeting, the Board shall elect Mr. Serianni as Chairman of the Board promptly following the 2021 Annual Meeting. The Board represents and warrants that Mr. Serianni has consented to serve as Chairman of the Board upon his election. In the event Mr. Serianni is not re-elected to the Board at the 2021 Annual Meeting, or is otherwise not serving as a member of the Board following the 2021 Annual Meeting, the Board will promptly appoint a Chairman of the Board and/or a Lead Independent Director from among the directors duly elected at the 2021 Annual Meeting, which director shall, in either case, qualify as an “independent director” pursuant to the listing rules of the Nasdaq Stock Market (the “Nasdaq Listing Rules”) as confirmed by the Company’s outside legal counsel. The Board represents and warrants that Brian Bonner shall not be elected to serve as Chairman of the Board or Lead Independent Director prior to the Termination Date.

(b)               Prior to the Termination Date, the Company shall, with respect to any Annual Meeting, (i) include the Investor Representative in its proxy statement and proxy card as a director nominee of the Board, (ii) recommend the election of the Investor Representative to the stockholders of the Company and (iii) solicit proxies in favor of the election of the Investor Representative. In connection with the foregoing, the Investor Representative hereby consents to be named as a nominee of the Company for election to the Board in any applicable proxy statement, proxy card or other solicitation materials of the Company.

(c)               Concurrently with his appointment to the Board, the Investor Representative shall be appointed by the Board to serve on the Corporate Governance and Nominating Committee of the Board (the “Governance and Nominating Committee”), which appointment shall be made subject to compliance with the Company’s Corporate Governance Guidelines, as adopted on February 27, 2018, and the applicable Nasdaq Listing Rules. The recommendation of the Governance and Nominating Committee to the Board to nominate a director candidate to fill the Board seat at the 2021 Annual Meeting that will be left vacant following Mr. Hennessy’s decision not to stand for re-election at the 2021 Annual Meeting shall be made with the unanimous consent of the members of the Governance and Nominating Committee.

(d)               In the event of the Investor Representative’s resignation or removal (other than pursuant to Section 1(e)), or incapacity or death, prior to the Termination Date, the Investors shall have the right to propose a candidate for replacement of the Investor Representative (such replacement, a “Replacement Representative”) that is reasonably acceptable to the Board acting in good faith. Any Replacement Representative shall qualify as an “independent director” pursuant to the Nasdaq Listing Rules as confirmed by the Company’s outside legal counsel. The Board shall use reasonable best efforts, in good faith and consistent with its fiduciary duties, to approve or deny any candidate to be a Replacement Representative within ten (10) Business Days of the date on which the Investors initially proposed such Replacement Representative in writing as a candidate (such proposal, a “Replacement Proposal”), provided that such candidate has: (i) provided the Company with his or her written consent to a background check that is consistent in all material respects with those utilized by the Board for other director candidates, which consent shall be provided within one (1) Business Day after the Investors submit a Replacement Proposal; (ii) provided the Company with a completed director questionnaire in the form to be provided by the Company within one (1) Business Day after the Investors submit the Investors submit a Replacement Proposal, which questionnaire shall be consistent in all material respects with the form utilized by the Board for other director candidates (the “Director Questionnaire”), and such other information as may be reasonably requested by the Board; and (iii) completed a reasonably satisfactory interview with certain members of the Board, which shall be completed within five (5) Business Days following receipt of the completed Director Questionnaire. In the event the Board declines to approve a candidate as a Replacement Representative, the Investors may propose one or more additional candidates, subject to the approval process described above, until a Replacement Representative is approved by the Board. Following the approval of a candidate as a Replacement Representative by the Board, and provided that such Replacement Representative has executed and delivered to the Company a resignation offer letter in the form attached hereto as Exhibit A, the Board shall promptly (but in any case, no later than five (5) Business Days following delivery of the resignation offer letter) appoint such Replacement Representative to the Board and the Governance and Nominating Committee. Upon his or her appointment to the Board, such Replacement Representative shall be deemed to be an Investor Representative for all purposes under this Agreement.

(e)                The Investor Representative shall immediately offer his or her resignation as a director of the Board upon the earlier of the following: (i) the Termination Date, (ii) the sale or transfer of Common Stock by Investors resulting in Investors’ net long aggregate ownership of the Common Stock falling below eighty percent (80%) of the Investors’ net long aggregate ownership of the Common Stock as of the date of this Agreement (as adjusted for stock splits, combinations, reclassifications and other similar proportional adjustments) (the “Stock Ownership Minimum”); provided, however, that for purposes of calculating whether the Investors’ net long aggregate ownership of the Common Stock falls below the Stock Ownership Minimum, the following shall be disregarded: (A) transfers of the Investors’ shares of Common Stock to Family Members in accordance with the requirements of Section 3(k), and (B) any sales or issuances of Common Stock, or securities exercisable for or convertible into Common Stock, by the Company following the date of this Agreement, or (iii) upon the Investors’ failure to cure a material breach of this Agreement pursuant to Section 11(a)(ii). For the avoidance of doubt, the Board may accept or reject any such resignation offer pursuant to the terms of this Section 1(e) in its sole discretion. Simultaneous with the execution and delivery of this Agreement, and as a condition to the Investors’ rights and the Board’s obligations hereunder, the Investor Representative has executed and delivered to the Company a resignation offer letter in the form attached hereto as Exhibit A.

(f)                The Investors agree that there shall be no contracts, plans or arrangements, written or otherwise, between any of the Investors and the Investor Representative in effect during the term of this Agreement providing for any compensation, reimbursement of expenses or indemnification of the Investor Representative related to such Investor Representative’s service on the Board.

(g)                The Investors agree that the Board or any committee of the Board, in the good faith exercise of its fiduciary duties (without the Investor Representative voting on such determination), shall have the right to recuse the Investor Representative from the specific portion of a Board or committee meeting, and may restrict access to the specifically relevant information of the Company, to the extent the Board or any such committee is in good faith deliberating and/or taking action with respect to (i) the enforcement or performance of this Agreement, (ii) the Investor Representative’s failure to comply with the Charter, the By-Laws of the Company (as amended and as may be further amended from time to time, the “By-Laws”) or applicable Company Policies, all as in effect prior to the facts giving rise to the alleged noncompliance, (iii) any demands made by any of the Investors or any of their respective Affiliates with respect to the Company if such demand is coupled expressly with the threat to take any of the actions prohibited in Sections 3(a) through 3(l), or (iv) any proposed transaction between the Company and any of the Investors or any of their respective Affiliates or any other matter where the interests of the Investors or any of their respective Affiliates are directly adverse to those of the Company. For the avoidance of doubt, (A) consistent with his fiduciary duties as a director of the Company, the Investor Representative shall consider in good faith, to the same extent as any other director of the Company, recusal from any Board or committee meeting in the event there is any other actual or potential conflict of interest between the Investors or the Investor Representative, on the one hand, and the Company, on the other hand, and (B) the Board may restrict the Investor Representative’s access to information of the Company relevant to the actual or potential conflict of interest to the same extent it would for any other director of the Company, in accordance with applicable law.

(h)               The Investor Representative shall be entitled to receive compensation for service on the Board and any committees in a manner consistent with the Company’s non-employee director compensation policies and programs in effect from time to time. In addition, the Company shall reimburse the Investor Representative for all reasonable and documented out-of-pocket expenses incurred in connection with service to the Board and any committees in a manner consistent with the Company’s director reimbursement policies in effect from time to time. The Investor Representative shall execute the Company’s standard indemnification agreement applicable to executive officers and directors with an initial effective date of January 1, 2021.

2.                  Voting Commitment. Prior to the Termination Date, the Investors shall, or shall cause their Representatives to, appear in person or by proxy at each Stockholder Meeting and to vote all shares of Common Stock beneficially owned by such Investor and over which it has voting power in accordance with the Board’s recommendations, as such recommendations are set forth in the applicable definitive proxy statement filed in connection with such Stockholder Meeting, with respect to (i) any proposal submitted to the stockholders that relate to the election, removal and/or replacement of directors (collectively, “Director Proposals”), provided that such recommendations shall, in each case, be consistent with the terms of this Agreement, and (ii) any proposal (other than Director Proposals) submitted to the stockholders at a Stockholder Meeting, but only if such recommendations have been made (A) if the size of the Board is eight or more directors, by a vote representing no less than 75% of the directors then serving on the Board; and (B) if the size of the Board is seven or less directors, by a vote of the Board with no more than two dissenting directors; provided, however, that the Investors shall have the ability to vote freely with respect to any proposal relating to any Extraordinary Transaction. For the avoidance of doubt, the Investors shall take all actions necessary (including by calling back loaned out shares) to ensure that they have the voting power for each share beneficially owned by the Investors on the record date for each Stockholder Meeting.

3.                  Standstill. Prior to the Termination Date and except as otherwise provided in this Agreement (including Section 11(a)(i)) (the “Standstill Period”), without the prior written consent of the Board, each Investor shall not, and shall instruct its respective Affiliates not to, directly or indirectly (in each case, except as permitted by this Agreement):

(a)               (i) acquire or offer to acquire, agree to acquire or acquire rights to acquire (except by way of stock dividends or other distributions or offerings made available to holders of voting securities of the Company generally on a pro rata basis including, for the avoidance of doubt, exercise of any subscription rights granted to the Investors), directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a group, through swap or hedging transactions or otherwise, any voting securities of the Company (other than through a broad-based market basket or index) or any voting rights decoupled from the underlying voting securities which would result in the ownership or control of, or other beneficial ownership interest in, ten percent (10%) or more of the then-outstanding shares of the Common Stock in the aggregate (the “Ownership Cap”); or (ii) sell or otherwise transfer its shares of Common Stock, except for: (A) open market sale transactions where the identity of the purchaser is not known and (B) transfers of shares of Common Stock in accordance with the requirements of Section 3(k);

(b)               (i) nominate, recommend for nomination, give notice of an intent to nominate or recommend for nomination a person for election at any Stockholder Meeting at which the Company’s directors are to be elected; (ii) knowingly initiate, encourage or participate in any solicitation of proxies in respect of any election contest or removal contest with respect to the Company’s directors; (iii) knowingly submit, initiate, encourage or make any stockholder proposal for consideration at, or bring any other business before, any Stockholder Meeting; (iv) knowingly initiate, encourage or participate in any solicitation of proxies in respect of any stockholder proposal for consideration at, or other business brought before, any Stockholder Meeting; or (v) knowingly initiate, encourage or participate in any “withhold” or similar campaign with respect to any Stockholder Meeting;

(c)                form, join or knowingly participate in any group with respect to any voting securities of the Company, including in connection with any election or removal contest with respect to the Company’s directors or any stockholder proposal or other business brought before any Stockholder Meeting (other than with an Investor or one or more of its Affiliates or Associates who are instructed to comply with the terms and conditions of this Agreement);

(d)               deposit any voting securities of the Company in any voting trust or subject any Company voting securities to any arrangement or agreement with respect to the voting thereof (other than any such voting trust, arrangement or agreement solely among the Investors and their Affiliates and otherwise in accordance with this Agreement);

(e)                demand an inspection of the Company’s books and records;

(f)                (i) make any public or private proposal with respect to, (ii) make any public statement or otherwise knowingly publicly or privately encourage, advise or assist any person with respect to or (iii) knowingly initiate or in any way participate in, directly or indirectly: (A) any change in the number or term of directors serving on the Board or the filling of any vacancies on the Board, (B) any amendment to any provision of the Charter or By-Laws, (C) any change in the capitalization or dividend policy of the Company, (D) any other change in the Company’s management, business, operations, strategy, governance, corporate structure, affairs or policies or (E) any Extraordinary Transaction;

(g)                knowingly initiate, make or in any way participate, directly or indirectly, in any Extraordinary Transaction or make, directly or indirectly, any proposal, either alone or in concert with others, to the Company or the Board that would reasonably be expected to require a public announcement or disclosure regarding any such matter;

(h)                effect or seek to effect, offer or propose to effect, cause or participate in, or assist or facilitate any other person to effect or seek to effect, offer or propose (other than directly to the Board, provided that such proposal does not require the Investors to amend the Schedule 13D) to effect or participate in, any (i) material acquisition of any assets or businesses of the Company or any of its subsidiaries, (ii) tender offer or exchange offer, merger, acquisition, share exchange or other business combination involving any of the voting securities or any of the material assets or businesses of the Company or any of its subsidiaries or (iii) recapitalization, restructuring, liquidation, dissolution or other material transaction with respect to the Company or any of its subsidiaries or any material portion of its or their businesses;

(i)                 enter into any negotiations or agreements with any Third Party with respect to the foregoing, or advise or assist any Third Party to take any action with respect to any of the foregoing;

(j)                 publicly make or in any way advance publicly any request or proposal that the Company or the Board amend, modify or waive any provision of this Agreement; or

(k)                directly or indirectly, in any single transaction or series of related transactions, sell or otherwise transfer its shares of Common Stock (i) as bona fide gifts to a charitable or non-profit organization or (ii) to any Family Member, in each case unless such transferee has executed a joinder agreement, in substantially the form attached hereto as Exhibit B, as a condition to the consummation of such sale or transfer; any attempted sale or transfer in violation of this Agreement shall be of no effect and null and void, regardless of whether the purported transferee has any actual or constructive knowledge of the restrictions set forth in this Section 3(k), and shall not be recorded on the stock transfer books of the Company or any transfer agent; or

(l)                 take any action challenging the validity or enforceability of this Section 3 or this Agreement, except as a defense or counterclaim in any Legal Proceeding initiated by any other party to this Agreement.

For the avoidance of doubt, nothing in this Section 3 shall be deemed to prevent or limit the Investor Representative from exercising or fulfilling in good faith his or her fiduciary duties in his or her capacity as a director of the Company or a member of any committee of the Board, or otherwise taking any action in his or her capacity as a member of the Board or any committee of the Board that is consistent with applicable law.

4.                     Mutual Non-Disparagement. Prior to the Termination Date, neither party shall, nor shall it permit any of its Representatives to, without the written consent of the other party, make any public or private statement that constitutes, or would reasonably be expected to constitute, an ad hominem attack on or otherwise disparages the other party, the other party’s current or former directors in their capacity as such (including any director who was serving immediately prior to this Agreement), officers or employees (including with respect to such persons’ service at the other party), the other party’s subsidiaries, or the business of the other party’s subsidiaries’ or any of its or its subsidiaries’ current directors, officers or employees, including the business and current or former directors, officers and employees of the other party’s controlled Affiliates, as applicable. The restrictions in this Section 4 shall not (a) apply (i) in any compelled testimony or production of information, whether by legal process, subpoena or as part of a response to a request for information from any governmental or regulatory authority with jurisdiction over the party from whom information is sought, or (ii) to any disclosure required by applicable law, rules or regulations, with respect to each of (i) and (ii), to the extent that such party reasonably believes, after consultation with outside legal counsel, that such disclosure is legally required; or (b) prohibit any party from reporting what it reasonably believes, after consultation with outside counsel, to be violations of federal law or regulation to any governmental authority pursuant to Section 21F of the Exchange Act or Rule 21F promulgated thereunder.

5.                     No Litigation. Prior to the Termination Date, each party hereby covenants and agrees that it shall not, and shall not permit any of its Representatives to, directly or indirectly, alone or in concert with others, encourage, pursue or assist any other person to threaten or initiate, any lawsuit, claim or proceeding before any court (each, a “Legal Proceeding”) against the other party or any of its Representatives, except for (a) any Legal Proceeding initiated primarily to remedy a breach of or to enforce this Agreement, (b) counterclaims with respect to any proceeding initiated by, or on behalf of one party or its Affiliates against the other party or its Affiliates, (c) the exercise of statutory appraisal rights and (d) enforcing such party’s rights as a stockholder of the Company (other than initiating a stockholder derivative demand); provided, however, that the foregoing shall not prevent any party or any of its Representatives from responding to oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands or similar processes (each, a “Legal Requirement”) in connection with any Legal Proceeding if such Legal Proceeding has not been initiated by, on behalf of or at the direct or indirect request of such party or any of its Representatives; provided, further, that in the event any party or any of its Representatives receives such Legal Requirement, such party shall give prompt written notice of such Legal Requirement to the other party (except where such notice would be legally prohibited or not practicable). Each party represents and warrants that neither it nor any assignee has filed any lawsuit against the other party.

6.                     SEC Filings.

(a)                Promptly following the execution and delivery of this Agreement, the Company shall issue a press release (the “Press Release”) announcing this Agreement, in form and substance as mutually agreed to by the Investors and the Company. Following the execution and delivery of this Agreement, and prior to the earlier of the issuance of the Press Release and the filing of the Form 8-K, neither the Company nor any of the Investors shall issue any press release or public announcement regarding this Agreement or the subject matter thereof, or take any action that would require public disclosure thereof without the prior written consent of the other party.

(b)               The Company shall file with the SEC a Current Report on Form 8-K reporting its entry into this Agreement, disclosing applicable items to conform to its obligations hereunder and appending this Agreement as an exhibit thereto (the “Form 8-K”). The Form 8-K shall be consistent with the terms of this Agreement and the Press Release. The Company shall provide the Investors and their Representatives with a reasonable opportunity to review and comment on the Form 8-K prior to the filing with the SEC and consider in good faith any comments of the Investors and their Representatives.

(c)                Following the filing of the Form 8-K, the Investors shall file with the SEC an amendment to the Schedule 13D in compliance with Section 13 of the Exchange Act reporting their entry into this Agreement, disclosing applicable items to conform to their obligations hereunder and appending this Agreement as an exhibit thereto (the “Schedule 13D Amendment”). The Schedule 13D Amendment shall include information that is consistent in all material respects with the terms of this Agreement and the Press Release. The Investors shall provide the Company and its Representatives with a reasonable opportunity to review the Schedule 13D Amendment prior to it being filed with the SEC and consider in good faith any comments of the Company and its Representatives.

7.                     Confidentiality.

(a)               For securities laws purposes only, as a condition to the Investor Representative’s appointment to the Board, the Investor Representative and the Investors shall enter into a confidentiality agreement with the Company substantially in the form attached hereto as Exhibit C (the “Confidentiality Agreement”).

(b)               For the avoidance of doubt, the parties acknowledge and agree that the obligations of the Investor Representative under the Confidentiality Agreement shall be in addition to, and not in lieu of, the Investor Representative’s confidentiality obligations under Delaware law and the Charter, the By-Laws and applicable Company Policies.

8.                     Compliance with Securities Laws. The Investors acknowledge that they understand their obligations under the U.S. securities laws. Subject to compliance with such laws, the Investors and their Representatives shall in any event be free to trade or engage in securities transactions during periods when the members of the Board are permitted to do so, and the Company will notify the Investors reasonably in advance when such “open window” director trading periods begin and end. The Investors agree that they and their Representatives in possession of material non-public information concerning the Company shall refrain from trading in the securities (including derivative securities) of the Company in violation of U.S. securities laws and regulations while in possession of any such material non-public information. The Company acknowledges that none of the provisions herein shall in any way limit the activities of the Investors or their Representatives in their respective ordinary course of businesses if such activities will not violate applicable securities laws or the obligations specifically agreed to under this Agreement. In addition, nothing contained in this Agreement shall restrict the ability of the Investors or their Affiliates and Representatives from purchasing, selling or otherwise trading securities of the Company pursuant to any Rule 10b5-1 trading plan adopted prior to the execution of this Agreement or during an “open window” director trading period.

9.                     Affiliates and Associates. Each party shall instruct its controlled Affiliates and Associates to comply with the terms of this Agreement and shall be responsible for any breach of this Agreement by any such controlled Affiliate or Associate. A breach of this Agreement by a controlled Affiliate or Associate of a party, if such controlled Affiliate or Associate is not a party to this Agreement, shall be deemed to occur if such controlled Affiliate or Associate engages in conduct that would constitute a breach of this Agreement if such controlled Affiliate or Associate was a party to the same extent as a party to this Agreement.

(a)                Each Investor represents that it has the capacity to manage its own affairs. Each of the Investors represents and warrants, that it has full power and authority to execute, deliver and carry out the terms and provisions of this Agreement, and that this Agreement has been duly and validly executed and delivered by such Investor, constitutes a valid and binding obligation and agreement of the Investor and is enforceable against the Investor in accordance with its terms. Each Investor represents and warrants, that the execution of this Agreement, the consummation of any of the transactions contemplated hereby and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not conflict with, or result in a breach or violation of the organizational documents (to the extent applicable) of such Investor as currently in effect, the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to such Investor or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such Investor is a party or by which such Investor is bound. The Investors represent and warrant that, as of the date of this Agreement, they beneficially own an aggregate of 3,250,000 shares of Common Stock, have voting authority over such shares and own no Synthetic Equity Interests or any Short Interests in the Company.

(b)               The Company hereby represents and warrants that it has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby, and that this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company and is enforceable against the Company in accordance with its terms. The Company represents that the execution of this Agreement, the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not conflict with, or result in a breach or violation of the organizational documents of the Company as currently in effect, the execution, delivery and performance of this Agreement by the Company does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to the Company or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound.

11.                 Termination.

(a)                Either party shall have the right to terminate this Agreement upon delivery to the other party of advance written notice of such termination at least thirty (30) calendar days prior to the effective date of such termination (the effective date of termination, the “Termination Date”) at any time after the date of the second Annual Meeting following the date of this Agreement (the “Earliest Termination Date”); provided, however, that if the Company notifies the Investors and the Investor Representative prior to the Earliest Termination Date that the Board will re-nominate the Investor Representative at the Company’s next Annual Meeting, then the Earliest Termination Date shall be automatically extended to the date of the next Annual Meeting that is not less than one (1) year following the date on which such notice is provided. Notwithstanding anything to the contrary in this Agreement:

(i)                 the obligations of the Investors pursuant to Sections 1, 2, 3, 4 and 5 shall terminate in the event that the Company materially breaches its obligations to the Investors pursuant to Sections 1, 4 or 5, or the representations and warranties in Section 10(b) and such breach (if capable of being cured) has not been cured within thirty (30) calendar days following written notice of such breach from the Investors, or, if impossible to cure within thirty (30) calendar days, the Company has not taken substantive action to correct within thirty (30) calendar days following written notice of such breach from the Investors; provided, however, that the obligations of the Investors pursuant to Section 5 shall terminate immediately in the event that the Company materially breaches its obligations to the Investors under Section 5; and

(ii)                the obligations of the Company to the Investors pursuant to Sections 1, 4 and 5 shall terminate in the event that (A) an Investor materially breaches its obligations in Sections 1, 2, 3, 4 or 5 or the representations and warranties in Section 10(a) or (B) the Investor Representative materially breaches its obligations under this Agreement or the Company’s Charter, By-Laws or Company Policies that are applicable to all directors (all as in effect prior to the facts giving rise to the alleged material breach), and such breach (if capable of being cured) has not been cured within thirty (30) calendar days following written notice of such breach, or, if impossible to cure within thirty (30) calendar days, the Investors or the Investor Representative, as applicable, has not taken substantive action to correct within thirty (30) calendar days following written notice of such breach from the Company; provided, however, that the obligations of the Company to the Investors pursuant to Section 5 shall terminate immediately in the event that an Investor materially breaches its obligations under Section 5.

(b)                If this Agreement is terminated in accordance with this Section 11, this Agreement shall forthwith become null and void, but no termination shall relieve a party from liability for any breach of this Agreement prior to such termination.

(c)                The Investor Representative shall immediately offer his resignation as a director of the Board upon the earlier of the following: (i) the Termination Date, (ii) the sale of Common Stock by Investors resulting in Investors’ net long aggregate ownership of the Common Stock falling below the Stock Ownership Minimum (determined in accordance with Section 1(e)), or (iii) upon the Investors’ failure to cure a material breach of this Agreement pursuant to Section 11(a)(ii). For the avoidance of doubt, the Board may accept or reject any such resignation offer in its sole discretion.

12.                 Expenses. Each party shall be responsible for its own fees and expenses incurred in connection with this Agreement.

13.                 Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when delivered by hand, with written confirmation of receipt; (b) upon sending if sent by electronic mail to the electronic mail addresses below; (c) one (1) Business Day after being sent by a nationally recognized overnight carrier to the addresses set forth below; or (d) when actually delivered if sent by any other method that results in delivery, with written confirmation of receipt:

14.                 Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of this Agreement, shall be governed by and enforced in accordance with the laws of the State of Delaware, without giving effect to its conflict of laws principles. The parties agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of this Agreement shall exclusively lie in the Court of Chancery of the State of Delaware or, if such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts of the United States sitting in the State of Delaware, and any appellate court from any such state or Federal court. Each party waives any objection it may now or hereafter have to the laying of venue of any such Legal Proceeding, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such Legal Proceeding brought in any such court has been brought in any inconvenient forum. Each party consents to accept service of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware or the Secretary of State of the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 13. Nothing contained herein shall be deemed to affect the right of any party to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF THIS AGREEMENT.

15.                 Specific Performance. Each party acknowledges and agrees that the other parties would be irreparably injured by an actual breach of this Agreement by the first-mentioned party or its Representatives and that monetary remedies may be inadequate to protect a party against any actual or threatened breach or continuation of any breach of this Agreement. Without prejudice to any other rights and remedies otherwise available to the parties under this Agreement, each party shall be entitled to equitable relief by way of injunction or otherwise and specific performance of the provisions hereof upon satisfying the requirements to obtain such relief without the necessity of posting a bond or other security, if another party or any of its Representatives breach or threaten to breach any provision of this Agreement. Such remedy shall not be deemed to be the exclusive remedy for a breach of this Agreement, but shall be in addition to all other remedies available at law or equity to the non-breaching party.

16.                 Certain Definitions and Interpretations. As used in this Agreement: (a) the terms “Affiliate” and “Associate” (and any plurals thereof) have the meanings ascribed to such terms under Rule 12b-2 promulgated by the SEC under the Exchange Act and shall include all persons or entities that at any time prior to the Termination Date become Affiliates or Associates of any applicable person or entity referred to in this Agreement; provided, however, that the term “Associate” shall refer only to Associates controlled by the Company or the Investors, as applicable; provided, further, that, for purposes of this Agreement, the Investors shall not be Affiliates or Associates of the Company and the Company shall not be an Affiliate or Associate of the Investors; (b) the term “Annual Meeting” means each annual meeting of stockholders of the Company and any adjournment, postponement, rescheduling or continuation thereof; (c) the terms “beneficial ownership,” “group,” “person,” “proxy” and “solicitation” (and any plurals thereof) have the meanings ascribed to such terms under the Exchange Act and the rules and regulations promulgated thereunder, provided, however, that the meaning of “solicitation” shall be without regard to the exclusions set forth in Rules 14a-1(1)(2)(iv) and 14a-2 under the Exchange Act; (d) the term “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in the State of New York are authorized or obligated to be closed by applicable law; (e) the term “Charter” means the Company’s Amended and Restated Certificate of Incorporation (as may be amended from time to time); (f) the term “Common Stock” means the issued and outstanding shares of common stock of the Company, par value $0.0001 per share; (g) the term “Company Policies” means the policies, procedures, processes, codes, rules, standards and guidelines that are applicable to all directors of the Company (as may be amended from time to time) and which have been communicated in writing; (h) the term “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; (i) the term “Extraordinary Transaction” means any tender offer, exchange offer, merger, acquisition, business combination or other transaction with a third party that, in each case, (i) would result in a change of control of the Company, liquidation, dissolution or other extraordinary transaction involving a majority of its equity securities or a majority of its assets and (ii) is submitted for a vote of the Company’s stockholders; (j) the term “Family Member” means any child, stepchild, parent, stepparent, spouse, sibling, in-law, niece or nephew of either Mr. Lyons or Mary A. Lyons, an individual (“Mrs. Lyons”), as well as the Lyons Share Foundation and any other charitable or non-profit organizational owned or controlled by Mr. Lyons or Mrs. Lyons; (k) the term “Representatives” means (i) a person’s Affiliates and Associates and (ii) its and their respective directors, officers, employees, partners, members, managers, consultants, legal or other advisors, agents and other representatives acting in a capacity on behalf of, in concert with or at the direction of such person or its Affiliates or Associates (but, for the avoidance of doubt, the Investor Representative shall not be deemed a Representative of any Investor); (l) the term “SEC” means the U.S. Securities and Exchange Commission; (m) the term “Short Interests” means any agreement, arrangement, understanding or relationship, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, by such person, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of shares of any class or series of the Company’s equity securities by, manage the risk of share price changes for, or increase or decrease the voting power of, such person with respect to the shares of any class or series of the Company’s equity securities, or that provides, directly or indirectly, the opportunity to profit from any decrease in the price or value of the shares of any class or series of the Company’s equity securities; (n) the term “Stockholder Meeting” means each annual or special meeting of stockholders of the Company, or any action by written consent of the Company’s stockholders in lieu thereof, and any adjournment, postponement, rescheduling or continuation thereof; and (o) the term “Synthetic Equity Interests” means any derivative, swap or other transaction or series of transactions engaged in, directly or indirectly, by such person, the purpose or effect of which is to give such person economic risk similar to ownership of equity securities of any class or series of the Company, including due to the fact that the value of such derivative, swap or other transactions are determined by reference to the price, value or volatility of any shares of any class or series of the Company’s equity securities, or which derivative, swap or other transactions provide the opportunity to profit from any increase in the price or value of shares of any class or series of the Company’s equity securities, without regard to whether (i) the derivative, swap or other transactions convey any voting rights in such equity securities to such person; (ii) the derivative, swap or other transactions are required to be, or are capable of being, settled through delivery of such equity securities; or (iii) such person may have entered into other transactions that hedge or mitigate the economic effect of such derivative, swap or other transactions; and (p) the term “Third Party” refers to any person that is not a party or an Affiliate of a party, a member of the Board, a director or officer of the Company, or legal counsel to either party. In this Agreement, unless a clear contrary intention appears, (i) the word “including” (in its various forms) means “including, without limitation;” (ii) the words “hereunder,” “hereof,” “hereto” and words of similar import are references in this Agreement as a whole and not to any particular provision of this Agreement; (iii) the word “or” is not exclusive; (iv) references to “Sections” in this Agreement are references to Sections of this Agreement unless otherwise indicated; and (v) whenever the context requires, the masculine gender shall include the feminine and neuter genders.

(a)               Other than the Confidentiality Agreement, this Agreement, including all exhibits hereto, contains the entire agreement among the parties and supersede all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

(b)               This Agreement is solely for the benefit of the parties and is not enforceable by any other persons.

(c)               This Agreement shall not be assignable by operation of law or otherwise by a party without the consent of the other parties. Any purported assignment without such consent is hereby voided. Subject to the foregoing sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by and against the permitted successors and assigns of each party. For the sake of clarity, this provision shall not be deemed to limit or prevent the Investor from transferring shares of Common Stock to one or more Affiliates, or to a Family Member in accordance with the requirements in Section 3(k) of the Agreement.

(d)               Neither the failure nor any delay by a party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

(e)               If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the parties that the parties would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable. In addition, the parties agree to use their commercially reasonable best efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any of such that is held invalid, void or unenforceable by a court of competent jurisdiction.

(f)                Any amendment or modification of the terms and conditions set forth herein or any waiver of such terms and conditions must be agreed to in a writing signed by each party.

(g)               This Agreement may be executed in one or more textually identical counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, shall have the same effect as physical delivery of the paper document bearing the original signature.

(h)               Each of the parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed this Agreement with the advice of such counsel. Each party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the parties will be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties, and any controversy over interpretations of this Agreement will be decided without regard to events of drafting or preparation.

(i)                The headings set forth in this Agreement are for convenience of reference purposes only and will not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision of this Agreement.

IN WITNESS WHEREOF, each of the parties has executed this Agreement, or caused the same to be executed by its duly authorized representative, as of the date first above written.

Signature Page to Board Representation Agreement

Signature Page to Board Representation Agreement

Signature Page to Board Representation Agreement

Exhibit B

Form of Joinder

[See attached]

Execution Version

FORM OF JOINDER AGREEMENT

THIS JOINDER AGREEMENT (this “Joinder”), dated as of [●], 20[●], is made and entered into by [●], a/an [●] (the “Transferee”). Capitalized terms used but not defined in this Joinder shall have the meanings set forth in the Board Representation Agreement (the “Board Representation Agreement”) dated December 22, 2020, by and among Daseke, Inc., a Delaware corporation (the “Company”), on the one hand, and Lyons Capital, LLC, a California limited liability company, The Lyons Community Property Trust, dated June 15, 1979, a trust formed in the state of California, and Phillip N. Lyons, an individual (the foregoing, collectively with each of their respective Affiliates, the “Investors”) and Grant Garbers, on the other hand.

WHEREAS, the Investors wish to transfer [●] shares of the Common Stock to the Transferee;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Transferee, intending to be legally bound hereby, agrees as follows:

1.       Representations and Warranties. The Transferee represents and warrants that he or she has full power and authority to execute, deliver and carry out the terms and provisions of this Joinder, and that this Joinder has been duly and validly executed and delivered by the Transferee, constitutes a valid and binding obligation and agreement of the Transferee and is enforceable against the Transferee in accordance with its terms. The Transferee represents that the execution, delivery and performance of this Joinder by the Transferee does not and will not violate or conflict with (a) any law, rule, regulation, order, judgment or decree applicable to such Transferee or (b) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which the Transferee is a party or by which the Transferee is bound.

2.       Joinder. The Transferee hereby acknowledges and agrees to be bound by Section 2 (Voting Commitment), Section 3 (Standstill), Section 4 (Mutual Non-Disparagement), Section 5 (No Litigation), Section 14 (Governing Law; Jurisdiction; Jury Waiver) and Section 15 (Specific Performance) of the Board Representation Agreement.

3.       Further Assurances. From time to time, at the request of the Company and without further consideration, the Transferee shall take such further action as may reasonably be necessary or desirable to consummate and make effective the terms of this Joinder.

[Signature Page Follows]

IN WITNESS WHEREOF, the Transferee, intending to be legally bound hereby, has duly executed this Joinder as of the date first above written.

Signature Page to Joinder Agreement

Exhibit 10.2

Execution Version

BOARD AGREEMENT

THIS BOARD AGREEMENT (this “Agreement”) is made and entered into as of December 22, 2020, by and among Daseke, Inc., a Delaware corporation (the “Company”), on the one hand, and The Walden Group, Inc., a Delaware corporation, and Don R. Daseke, an individual (“Mr. Daseke”) (each of the foregoing, an “Investor” and collectively, with each of their respective Affiliates, the “Investors”), on the other hand. The Company and the Investors are each herein referred to as a “party” and collectively, the “parties.” Capitalized terms not defined herein shall have the meaning set forth on Exhibit A.

1.                  Board Composition. Prior to the Termination Date, the Company shall, with respect to any Annual Meeting, (i) include Mr. Daseke in its proxy statement and proxy card as a director nominee of the Board of Directors of the Company (the “Board”), (ii) recommend the election of Mr. Daseke to the stockholders of the Company and (iii) solicit proxies in favor of the election of Mr. Daseke. In connection with the foregoing, Mr. Daseke hereby consents to be named as a nominee of the Company for election to the Board in any applicable proxy statement, proxy card or other solicitation materials of the Company.

2.                    Other Covenants and Agreements.

(a)                    The Company shall not change the name of the Company without the prior written consent of Mr. Daseke.

(b)                   The Company shall not implement a mandatory retirement age or other age limitations for current directors that would disqualify Mr. Daseke from continuing to serve as a director on the Board.

(c)                    The Company shall permit Mr. Daseke and his spouse to continue to use the Company office space currently provided to him and his spouse, free of charge; provided, however, if the Company requires such space, lease of such space is terminated or subleased, the Company shall provide Mr. Daseke and his spouse, at the Company’s election, either (i) offices in reasonably close proximity to the Company’s current office locations or (ii) a stipend in the amount of $2,500, payable by the 3^rd of each month, to be used by Mr. Daseke and his spouse in their sole discretion to lease comparable office space outside of the Company’s current office locations.

(d)                   Mr. Daseke shall be permitted, in his capacity as a stockholder of the Company, to speak at any Stockholder Meeting so long as his statements are pre-approved by the Company’s general counsel, comply with the terms of this Agreement and do not exceed ten (10) minutes.

(e)                    Following reasonable prior notice to the Company, Mr. Daseke shall be permitted, in his capacity as a director and founder of the Company, to attend up to three (3) large transportation conventions that one or more of the Company’s named executive officers will be attending. The Company shall reimburse Mr. Daseke for his reasonable, documented out-of-pocket expenses incurred in connection with his attendance at any such conventions; provided, however, that Mr. Daseke’s travel and lodging expenditures will be commensurate with the travel and lodging expenditures of the Company’s named executive officers in attendance. Mr. Daseke shall not be permitted to speak on behalf of the Company at any such conventions without the prior written approval of the Board.

(f)                    For the remainder of the 2020 calendar year, the Company shall continue to provide Mr. Daseke with medical coverage in substantially the same amounts and substantially on the same terms as currently provided to him and his spouse, with the same insurance carrier the Company makes available to the Company’s named executive officers. Beginning on January 1, 2021, the Company shall provide a monthly stipend to Mr. Daseke in the amount of $500, payable on the 3^rd of each month, to be used by Mr. Daseke and his spouse in their sole discretion for supplemental medical coverage costs; and

(g)                   The Company shall waive its claims against Mr. Daseke with respect to any breach of the separation agreement between Mr. Daseke and the Company, dated August 26, 2019 (the “Separation Agreement”), and the Company shall continue to make payments to Mr. Daseke pursuant to, and in accordance with, the Separation Agreement. Mr. Daseke shall waive all claims against the Company.

3.                    Voting Commitment.

(a)                    Prior to the Termination Date, the Investors shall, or shall cause their Representatives to, appear in person or by proxy at each Stockholder Meeting and to vote all shares of Common Stock beneficially owned by the Investors and over which they have voting power (the “Investor Shares”) in accordance with the Board’s recommendations, as such recommendations are set forth in the applicable definitive proxy statement filed in connection with such Stockholder Meeting, with respect to (i) any proposal to elect as directors Mr. Daseke, the Company’s chief executive officer, Brian Bonner, Grant Garbers, Charles F. Serianni, Jonathan Shepko, Ena Williams and two additional persons to be selected by the Corporate Governance and Nominating Committee of the Board (the “Nominating Committee”) to fill the vacancies created by the resignations of Daniel J. Hennessy and Kimberly Warmbier, or, if any of the foregoing persons are not able to serve as a director, any replacement selected by the Nominating Committee, provided that such proposal shall be consistent with the terms of this Agreement; and (ii) a proposal submitted to the stockholders to increase the number of authorized shares of Common Stock that may be granted as awards under the Company’s 2017 Omnibus Incentive Plan by up to 4,000,000 shares of Common Stock. For the avoidance of doubt, the Investors shall take all actions necessary (including by calling back loaned out shares) to ensure they have the voting power for each share beneficially owned by them on the record date for each Stockholder Meeting.

(b)                   The Investors hereby appoint the Company and any designee of the Company, and each of them individually, until the Termination Date (at which time this proxy shall automatically be revoked), its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote the Investor Shares in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of Investors under Section 3(a) of this Agreement. The Investors shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and power of attorney. This proxy and power of attorney granted by the Investors in accordance with Section 3(a) shall be irrevocable until the Termination Date, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Investors with respect to the Investor Shares. The power of attorney granted by the Investors herein is a durable power of attorney and shall survive the bankruptcy, death, or incapacity of Mr. Daseke.

(c)                    Promptly following the execution of this Agreement and no later than during the Company’s first open trading window following such execution, the Board shall initiate a share repurchase program pursuant to which the Company shall purchase a minimum of 3,000,000 shares of Common Stock. For the avoidance of doubt, nothing herein shall require the Company to make repurchases of any shares of Common Stock outside of Rule 10b-18 of the Exchange Act or when it is reasonably believes it may be in possession of material non-public information.

4.                    Standstill. Prior to the Termination Date and except as otherwise provided in this Agreement (including Section 7(a)(i)), without the prior written consent of the Board, the Investors shall not directly or indirectly (in each case, except as permitted by this Agreement), take any of the actions set forth on Exhibit B hereto. For the avoidance of doubt, none of the actions set forth on Exhibit B shall expand the obligations of the Investors under Section 3(a).

5.                    Mutual Non-Disparagement. Prior to the Termination Date, neither party shall, nor shall it permit any of its Representatives to, without the written consent of the other party, make any public or private statement that constitutes, or would reasonably be expected to constitute, an ad hominem attack on or otherwise disparages the other party, the other party’s current or former directors in their capacity as such (including any director who was serving immediately prior to this Agreement), officers or employees (including with respect to such persons’ service at the other party), the other party’s subsidiaries, or the business of the other party’s subsidiaries’ or any of its or its subsidiaries’ current directors, officers or employees, including the business and current or former directors, officers and employees of the other party’s controlled Affiliates, as applicable. The restrictions in this Section 5 shall not (a) apply (i) in any compelled testimony or production of information, whether by legal process, subpoena or as part of a response to a request for information from any governmental or regulatory authority with jurisdiction over the party from whom information is sought, or (ii) to any disclosure required by applicable law, rules or regulations, with respect to each of (i) and (ii), to the extent that such party reasonably believes, after consultation with outside legal counsel, that such disclosure is legally required; or (b) prohibit any party from reporting what it reasonably believes, after consultation with outside counsel, to be violations of federal law or regulation to any governmental authority pursuant to Section 21F of the Exchange Act or Rule 21F promulgated thereunder.

6.                    No Litigation. Prior to the Termination Date, each party hereby covenants and agrees that it shall not, and shall not permit any of its Representatives to, directly or indirectly, alone or in concert with others, encourage, pursue or assist any other person to threaten or initiate, any lawsuit, claim or proceeding before any court (each, a “Legal Proceeding”) against the other party or any of its Representatives, except for (a) any Legal Proceeding initiated primarily to remedy a breach of or to enforce this Agreement, (b) counterclaims with respect to any proceeding initiated by, or on behalf of one party or its Affiliates against the other party or its Affiliates, (c) the exercise of statutory appraisal rights and (d) enforcing such party’s rights as a stockholder of the Company (other than initiating a stockholder derivative demand); provided, however, that the foregoing shall not prevent any party or any of its Representatives from responding to oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands or similar processes (each, a “Legal Requirement”) in connection with any Legal Proceeding if such Legal Proceeding has not been initiated by, on behalf of or at the direct or indirect request of such party or any of its Representatives; provided, further, that in the event any party or any of its Representatives receives such Legal Requirement, to the extent permitted by applicable law, such party shall give prompt written notice of such Legal Requirement to the other party (except where such notice would be legally prohibited or not practicable). Each party represents and warrants that as of the date hereof, neither it nor any assignee has filed any lawsuit against the other party.

7.                    Termination.

(a)                    Either party shall have the right to terminate this Agreement upon delivery to the other party of advance written notice of such termination at least thirty (30) calendar days prior to the effective date of such termination (the effective date of termination, the “Termination Date”) at any time after the date of the second Annual Meeting following the date of this Agreement. Notwithstanding anything to the contrary in this Agreement:

(i)                  the obligations of the Investors pursuant to Sections 1, 2, 3, 4, 5 and 6 shall terminate in the event that the Company materially breaches its obligations to the Investors pursuant to Sections 1, 2, 5 or 6, and such breach (if capable of being cured) has not been cured within thirty (30) calendar days following written notice of such breach from the Investors, or, if impossible to cure within thirty (30) calendar days, the Company has not taken substantive action to correct within thirty (30) calendar days following written notice of such breach from the Investors; provided, however, that the obligations of the Investors pursuant to Section 6 shall terminate immediately in the event that the Company materially breaches its obligations to the Investors under Section 6; and

(ii)                 the obligations of the Company to the Investors pursuant to Sections 1, 2, 5 and 6 shall terminate in the event that (A) an Investor materially breaches its obligations in Sections 1, 2, 3, 4, 5 or 6 or (B) Mr. Daseke materially breaches his obligations under this Agreement or the Company’s Charter, By-Laws or Company Policies that are applicable to all directors (all as in effect prior to the facts giving rise to the alleged material breach), and such breach (if capable of being cured) has not been cured within thirty (30) calendar days following written notice of such breach, or, if impossible to cure within thirty (30) calendar days, the Investors or Mr. Daseke, as applicable, has not taken substantive action to correct within thirty (30) calendar days following written notice of such breach from the Company; provided, however, that the obligations of the Company to the Investors pursuant to Section 6 shall terminate immediately in the event that an Investor materially breaches its obligations under Section 6; provided, further, that the obligations of the Company to the Investors pursuant to Section 2(e) shall terminate immediately in the event that Mr. Daseke breaches any of his obligations under Section 2(e) (for the avoidance of doubt, such a breach shall not affect the obligations of the Investors under any other provision of this Agreement); provided, further, that the obligations of the Company to the Investors under this Agreement shall terminate immediately in the event that the Investors sell or otherwise transfer their shares of Common Stock in any transaction that would result in the Investors’ net long aggregate ownership of the Common Stock falling below thirty percent (30%) of the Investors’ net long aggregate ownership of the Common Stock as of the date of this Agreement (as adjusted for stock splits, combinations, reclassifications and other similar proportional adjustments) (the “Stock Ownership Minimum”) without the prior written approval of the Board; provided, further, that the Investors shall consult with the Company, and the Company shall provide prompt commercially reasonable assistance, in each case in connection with any sale or other transfer by the Investors of their shares of Common Stock in any transaction that would not result in the Investors’ net long aggregate ownership of the Common Stock falling below the Ownership Minimum.

(b)                   If this Agreement is terminated in accordance with this Section 7, this Agreement shall forthwith become null and void, but no termination shall relieve a party from liability for any breach of this Agreement prior to such termination.

8.                    Expenses. The Company shall reimburse Mr. Daseke for his reasonable, documented out-of-pocket legal fees and expenses incurred in connection with negotiating this Agreement, up to an amount of $30,000 in the aggregate.

9.                    Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of this Agreement, shall be governed by and enforced in accordance with the laws of the State of Delaware, without giving effect to its conflict of laws principles. The parties agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of this Agreement shall exclusively lie in the Court of Chancery of the State of Delaware or, if such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts of the United States sitting in the State of Delaware, and any appellate court from any such state or Federal court. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF THIS AGREEMENT.

10.                  Specific Performance. Each party acknowledges and agrees that the other parties would be irreparably injured by an actual breach of this Agreement by the first-mentioned party or its Representatives and that monetary remedies may be inadequate to protect a party against any actual or threatened breach or continuation of any breach of this Agreement. Without prejudice to any other rights and remedies otherwise available to the parties under this Agreement, each party shall be entitled to equitable relief by way of injunction or otherwise and specific performance of the provisions hereof upon satisfying the requirements to obtain such relief without the necessity of posting a bond or other security, if another party or any of its Representatives breach or threaten to breach any provision of this Agreement. Such remedy shall not be deemed to be the exclusive remedy for a breach of this Agreement, but shall be in addition to all other remedies available at law or equity to the non-breaching party.

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IN WITNESS WHEREOF, each of the parties has executed this Agreement, or caused the same to be executed by its duly authorized Representative, as of the date first above written.

Signature page to daseke board agreement

Exhibit A

Definitions

As used in this Agreement: a) the terms “Affiliate” and “Associate” (and any plurals thereof) have the meanings ascribed to such terms under Rule 12b-2 promulgated by the U.S. Securities and Exchange Commission under the Exchange Act and shall include all persons or entities that at any time prior to the Termination Date become Affiliates or Associates of any applicable person or entity referred to in this Agreement; provided, however, that the term “Associate” shall refer only to Associates controlled by the Company or the Investors, as applicable; provided, further, that, for purposes of this Agreement, the Investors shall not be Affiliates or Associates of the Company and the Company shall not be an Affiliate or Associate of the Investors; b) the term “Annual Meeting” means each annual meeting of stockholders of the Company and any adjournment, postponement, rescheduling or continuation thereof; c) the terms “beneficial ownership,” “group,” “person,” “proxy” and “solicitation” (and any plurals thereof) have the meanings ascribed to such terms under the Exchange Act and the rules and regulations promulgated thereunder, provided, however, that the meaning of “solicitation” shall be without regard to the exclusions set forth in Rules 14a-1(1)(2)(iv) and 14a-2 under the Exchange Act; d) the term “Charter” means the Company’s Amended and Restated Certificate of Incorporation (as may be amended from time to time); e) the term “Common Stock” means the issued and outstanding shares of common stock of the Company, par value $0.0001 per share; f) the term “Company Policies” means the policies, procedures, processes, codes, rules, standards and guidelines that are applicable to all directors of the Company (as may be amended from time to time) and which have been communicated in writing; g) the term “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; h) the term “Extraordinary Transaction” means any tender offer, exchange offer, merger, acquisition, business combination or other transaction with a third party that, in each case, (i) would result in a change of control of the Company, liquidation, dissolution or other extraordinary transaction involving a majority of its equity securities or a majority of its assets and (ii) is submitted for a vote of the Company’s stockholders; i) the term “Family Member” means any child, stepchild, parent, stepparent, spouse, sibling, in-law, niece or nephew of either Mr. Daseke or his spouse as well as any charitable or non-profit organization or any trust owned or controlled by Mr. Daseke or his spouse; j) the term “Representatives” means i) a person’s Affiliates and Associates and ii) its and their respective directors, officers, employees, partners, members, managers, consultants, legal or other advisors, agents and other representatives acting in a capacity on behalf of, in concert with or at the direction of such person or its Affiliates or Associates; k) the term “Stockholder Meeting” means each annual or special meeting of stockholders of the Company, or any action by written consent of the Company’s stockholders in lieu thereof, and any adjournment, postponement, rescheduling or continuation thereof; and l) i) the term “Third Party” refers to any person that is not a party or an Affiliate of a party, a member of the Board, a director or officer of the Company, or legal counsel to either party. In this Agreement, unless a clear contrary intention appears, ii) the word “including” (in its various forms) means “including, without limitation;” iii) the words “hereunder,” “hereof,” “hereto” and words of similar import are references in this Agreement as a whole and not to any particular provision of this Agreement; iv) the word “or” is not exclusive; v) references to “Sections” in this Agreement are references to Sections of this Agreement unless otherwise indicated; and vi) whenever the context requires, the masculine gender shall include the feminine and neuter genders.

Exhibit B

Standstill Restrictions

(a)                    acquire or offer to acquire, agree to acquire or acquire rights to acquire (except by way of stock dividends or other distributions or offerings made available to holders of voting securities of the Company generally on a pro rata basis including, for the avoidance of doubt, exercise of any subscription rights granted to the Investors), directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a group, through swap or hedging transactions or otherwise, any voting securities of the Company (other than through a broad-based market basket or index) or any voting rights decoupled from the underlying voting securities which would result in the ownership or control of, or other beneficial ownership interest in, twenty-eight percent (28%) or more of the then-outstanding shares of Common Stock in the aggregate;

(b)                   (i) nominate (other than to the Nominating Committee, in Mr. Daseke’s capacity as a director), recommend for nomination, give notice of an intent to nominate or recommend for nomination a person for election at any Stockholder Meeting at which the Company’s directors are to be elected; (ii) knowingly initiate, encourage or participate in any solicitation of proxies in respect of any election contest or removal contest with respect to the Company’s directors; (iii) knowingly submit, initiate, encourage or make any stockholder proposal for consideration at, or bring any other business before, any Stockholder Meeting; (iv) knowingly initiate, encourage or participate in any solicitation of proxies in respect of any stockholder proposal for consideration at, or other business brought before, any Stockholder Meeting; or (v) knowingly initiate, encourage or participate in any “withhold” or similar campaign with respect to any Stockholder Meeting;

(c)                    form, join or knowingly participate in any group with respect to any voting securities of the Company, including in connection with any election or removal contest with respect to the Company’s directors or any stockholder proposal or other business brought before any Stockholder Meeting (other than with an Investor or one or more of its Affiliates or Associates who are instructed to comply with the terms and conditions of this Agreement);

(d)                   deposit any voting securities of the Company in any voting trust or subject any Company voting securities to any arrangement or agreement with respect to the voting thereof (other than any such voting trust, arrangement or agreement solely among their Affiliates and otherwise in accordance with this Agreement);

(e)                    demand an inspection of the Company’s books and records;

(f)                    (i) make any public or private proposal with respect to, (ii) make any public statement or otherwise knowingly publicly or privately encourage, advise or assist any person with respect to or (iii) knowingly initiate or in any way participate in, directly or indirectly: (A) any change in the number or term of directors serving on the Board or the filling of any vacancies on the Board, (B) any amendment to any provision of the Charter or By-Laws, (C) any change in the capitalization or dividend policy of the Company, (D) any other change in the Company’s management, business, operations, strategy, governance, corporate structure, affairs or policies or (E) any Extraordinary Transaction;

(g)                   knowingly initiate, make or in any way participate, directly or indirectly, in any Extraordinary Transaction or make, directly or indirectly, any proposal, either alone or in concert with others, to the Company or the Board that would reasonably be expected to require a public announcement or disclosure regarding any such matter;

(h)                   effect or seek to effect, offer or propose to effect, cause or participate in, or assist or facilitate any other person to effect or seek to effect, offer or propose (other than directly to the Board, provided that such proposal does not require the Investors to amend the Schedule 13D) to effect or participate in, any (i) material acquisition of any assets or businesses of the Company or any of its subsidiaries, (ii) tender offer or exchange offer, merger, acquisition, share exchange or other business combination involving any of the voting securities or any of the material assets or businesses of the Company or any of its subsidiaries or (iii) recapitalization, restructuring, liquidation, dissolution or other material transaction with respect to the Company or any of its subsidiaries or any material portion of its or their businesses;

(i)                     enter into any negotiations or agreements with any Third Party with respect to an Extraordinary Transaction, or advise or assist any Third Party to take any action with respect to any of the foregoing;

(j)                     publicly make or in any way advance publicly any request or proposal that the Company or the Board amend, modify or waive any provision of this Agreement;

(k)                    directly or indirectly, in any single transaction or series of related transactions, sell or otherwise transfer their shares of Common Stock to any Family Member, in each case unless such transferee has executed a joinder agreement, in substantially the form attached to the Agreement as Exhibit C, as a condition to the consummation of such sale or transfer; any attempted sale or transfer in violation of this Agreement shall be of no effect and null and void, regardless of whether the purported transferee has any actual or constructive knowledge of the restrictions set forth in this Paragraph (k), and shall not be recorded on the stock transfer books of the Company or any transfer agent; or

(l)                     take any action challenging the validity or enforceability of this Exhibit B or this Agreement, except as a defense or counterclaim in any Legal Proceeding initiated by any other party to this Agreement.

For the avoidance of doubt, nothing in this Exhibit B shall be deemed to prevent or limit Mr. Daseke from exercising or fulfilling in good faith his fiduciary duties in his capacity as a director of the Company or a member of any committee of the Board, or otherwise taking any action in his capacity as a member of the Board or any committee of the Board that is consistent with applicable law.

Exhibit C

Form of Joinder

[See attached]

Execution Version

FORM OF JOINDER AGREEMENT

THIS JOINDER AGREEMENT (this “Joinder”), dated as of [●], 20[●], is made and entered into by [●], a/an [●] (the “Transferee”). Capitalized terms used but not defined in this Joinder shall have the meanings set forth in the Board Agreement (the “Board Agreement”) dated December 22, 2020, by and among Daseke, Inc., a Delaware corporation (the “Company”), on the one hand, and The Walden Group, Inc., a Delaware corporation, and Don R. Daseke, an individual (“Mr. Daseke”) (each of the foregoing, an “Investor” and collectively, with each of their respective Affiliates, the “Investors”), on the other hand.

WHEREAS, the Investors wish to transfer [●] shares of the Common Stock to the Transferee;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Transferee, intending to be legally bound hereby, agrees as follows:

1.       Representations and Warranties. The Transferee represents and warrants that he or she has full power and authority to execute, deliver and carry out the terms and provisions of this Joinder, and that this Joinder has been duly and validly executed and delivered by the Transferee, constitutes a valid and binding obligation and agreement of the Transferee and is enforceable against the Transferee in accordance with its terms. The Transferee represents that the execution, delivery and performance of this Joinder by the Transferee does not and will not violate or conflict with (a) any law, rule, regulation, order, judgment or decree applicable to such Transferee or (b) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which the Transferee is a party or by which the Transferee is bound.

2.       Joinder. The Transferee hereby acknowledges and agrees to be bound by Section 3 (Voting Commitment), Section 4 (Standstill), Section 5 (Mutual Non-Disparagement), Section 6 (No Litigation), Section 9 (Governing Law; Jurisdiction; Jury Waiver) and Section 10 (Specific Performance) of the Board Agreement.

3.       Further Assurances. From time to time, at the request of the Company and without further consideration, the Transferee shall take such further action as may reasonably be necessary or desirable to consummate and make effective the terms of this Joinder. 

[Signature Page Follows]

IN WITNESS WHEREOF, the Transferee, intending to be legally bound hereby, has duly executed this Joinder as of the date first above written.

Signature Page to Joinder Agreement

Exhibit 10.3

SEPARATION AGREEMENT

This SEPARATION AGREEMENT (this “Agreement”) is entered into by and among Christopher R. Easter, on behalf of himself, his spouse, heirs, and assigns (the “Executive”), on the one hand, and Daseke, Inc. (the “Company”), on the other hand, and is effective as of the last date shown next to the parties’ signature below. The Company and Executive shall each be referred to in this Agreement as a “Party,” and collectively as the “Parties.”

WHEREAS, Executive has been employed by the Company as Chief Executive Officer pursuant to that certain Amended and Restated Employment Agreement effective as of April 20, 2020 (the “Employment Agreement”), and in such role received the Company’s proprietary and confidential information;

WHEREAS, Executive received certain equity awards in the Company – both Non-Qualified Stock Options and Performance Stock Units – pursuant to that certain Daseke, Inc. 2017 Omnibus Incentive Plan (the “Outstanding Equity Awards”);

WHEREAS, Executive agreed to be bound by certain restrictive covenants in the Employment Agreement, which restrictive covenants remain enforceable as provided herein; and

WHEREAS, Executive and the Company wish to resolve all matters related to Executive’s employment with the Company and the cessation thereof, on the terms and conditions expressed in this Agreement.

NOW THEREFORE, in consideration of the mutual promises contained herein, the Parties, intending to be legally bound, agree as follows:

1.               Separation; Transition of Knowledge. Executive and the Company agree that, effective as of December 31, 2020 (the “Separation Date”), Executive shall voluntarily resign from Executive’s position as Chief Executive Officer of the Company and from any and all other positions, roles, offices, or titles held by Executive with, at the direction of, or for the benefit of the Company and all subsidiaries of the Company, including, without limitation, Executive’s role as director on the Board of Directors of the Company (the “Board”). Without limiting Executive’s obligations pursuant to Section 4(e), Executive agrees, for a period of sixty (60) days after the Separation Date, to provide the Company and such personnel as it may designate from time to time with reasonable assistance in transferring Executive’s knowledge in relation to the business and affairs of the Company to others at the Company, provided, however, that it is understood that Executive’s obligations in this regard shall not require any regular nor material commitment of time, nor shall Executive receive any additional remuneration beyond that set forth in this Agreement in connection with such assistance.

2.               Payments and Benefits.

a.            Accrued Rights.

(i)        Salary and Accrued Benefits. Executive shall be entitled to payment of Executive’s regular base salary earned through the Separation Date and, subject to the terms and conditions of any benefit plans in which he may participate at the time of such termination, any post-employment benefits available pursuant to the terms of those plans. The amounts paid in accordance with this Section 2(a) are gross amounts, subject to lawful deductions, and will be paid in accordance with applicable law, and made payable in the ordinary course in accordance with the Company’s regular payroll procedure. For the avoidance of doubt, Executive waives any claimed entitlement to accrued but unused vacation.

(ii)              Health Benefits. In accordance with the Company’s existing policies or at the Company’s discretion, Executive will receive (or retain the benefit of) payment of the employer’s portion of Executive’s monthly group health plan premiums through the Separation Date. Executive’s paid group health insurance benefits will continue through the Separation Date. Following the Separation Date, Executive is entitled at Executive’s option to continue the Company’s group health coverage for himself in accordance with the terms of the health insurance plan and the Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”). Executive will receive additional information under separate cover regarding Executive’s rights to continue coverage under the Company’s group health plan pursuant to COBRA.

(iii)            No Other Compensation Due and Representations as to Taxation. Except as set forth herein, Executive agrees that Executive is entitled to no other compensation or benefits from the Company, and that Executive shall not be entitled to receive any other payment, benefit, or other form of compensation as a result of Executive’s employment or the cessation thereof, including, but not limited to, sick time, personal time, vacation, bonus, expenses, equity interests, or severance or payments in lieu of notice pursuant to the Employment Agreement. The Company makes no representations regarding the taxability or legal effect of the payments or benefits described herein, and Executive is not relying on any statement or representation of the Company in this regard. Executive will be solely responsible for the payment of any and all state, federal, and local taxes owed by him in connection the payments or benefits provided hereunder; provided, however, that the Company shall comply with all applicable laws related to withholding and depositing taxes on such payments or benefits.

b.            Special Separation Compensation. In consideration of Executive’s undertakings set forth in this Agreement, and conditioned upon Executive’s execution and delivery of this Agreement, and compliance with all terms of this Agreement and Sections 8-10 of the Employment Agreement: 

(i)          notwithstanding the termination of Executive’s employment prior to the end of the calendar year, and provided that Executive signs and does not revoke the Supplemental Release attached hereto as Exhibit A during the time period specified therein, the Company will pay Executive an annual bonus for 2020 in the gross amount of One-Million Four-Hundred Thousand Dollars and No Cents ($1,400,000.00) on the first administratively practicable payroll date in January 2021 following the effectiveness of the Supplemental Release; and

(ii)         in exchange for Executive’s waiver of any claim in relation to the unvested portion of the Outstanding Equity Awards, the Company will make four equal payments to the Executive, each in the gross amount of Four-Hundred Seventy-Five Thousand Dollars and No Cents ($475,000) on each of June 30, 2021, December 31, 2021, June 30, 2022, and December 31, 2022 (i.e. the aggregate gross sum of such payments, if payable, is One Million Nine-Hundred Thousand Dollars).

The amounts to be paid pursuant to this Section 2(b) are collectively referred to herein as the “Special Separation Compensation” and are gross amounts that will be paid less all applicable withholdings and deductions. For the avoidance of doubt, the Company shall not have any further obligation to pay any unpaid amounts of the Special Separation Compensation to Executive in the event that Executive breaches his obligations pursuant to this Agreement, it being understood that, in the case of any dispute over the same, any determination by the Company that Executive breached this Agreement shall be reviewed de novo by the arbitrator (in accordance with Section 8 below).

c.            No Other Benefits or Payments Due. Executive acknowledges and agrees that the payments and benefits provided in this Agreement exceed Executive’s entitlements from the Company, as of the date immediately preceding his entry into this Agreement, whether under the Employment Agreement or in relation to the Outstanding Equity Awards or pursuant to any other agreement, plan or policy of the Company, and, further that the Company has satisfied all obligations owed to Executive pursuant to Executive’s employment with the Company and Executive’s participation in its benefit plans, and, except as set forth herein, that no additional sums are currently owed by the Company or any of the other Releasees for any reason. 

d.            No Representations as to Taxation. The Company makes no representations regarding the taxability or legal effect of the payments or benefits described herein, and Executive is not relying on any statement or representation of the Company in this regard. Executive will be solely responsible for the payment of any and all state, federal, and local taxes owed by him in connection with the Special Separation Compensation and any other payments or benefits provided hereunder; provided, however, that the Company shall comply with all applicable laws related to withholding and depositing taxes on such payments or benefits.

3.             Releases.

a.            In consideration of the payments and benefits (less all applicable withholdings) set forth in this Agreement, Executive, on behalf of himself and his agents, spouse, heirs, executors, successors and assigns, knowingly and voluntarily releases, remises, and forever discharges the Company, its parents, subsidiaries or Affiliates, together with all of the foregoing entities’ respective current and former principals, officers, directors, partners, shareholders, agents, representatives, attorneys, insurers, members, managers, and employees, and each of the above listed Person’s heirs, executors, successors and assigns whether or not acting in his or her representative, individual or any other capacity (collectively, the “Releasees”), to the fullest extent permitted by law, from any and all debts, demands, actions, causes of actions, accounts, covenants, contracts, agreements, claims, damages, costs, expenses, omissions, promises, and any and all claims and liabilities whatsoever, of every name and nature, known or unknown, suspected or unsuspected, both in law and equity (“Claims”), which Executive ever had, now has, or may hereafter claim to have against the Releasees, including but not limited to, those related to or arising from Executive’s employment with the Company, the cessation thereof, the Employment Agreement, or any other matter, cause or thing whatsoever relating thereto arising from the beginning of time to the date hereof (the “General Release”). The General Release shall apply to any Claim of any type, including, without limitation, any Claims with respect to Executive’s entitlement to any wages, bonuses, benefits, payments, or other forms of compensation; any claims of wrongful discharge, breach of contract, breach of the covenant of good faith and fair dealing, violation of public policy, defamation, personal injury, or emotional distress; any Claims of any type that Executive may have arising under the common law; any Claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967 (the “ADEA”), the Older Workers Benefit Protection Act, the Americans With Disabilities Act, the Family and Medical Leave Act, the Executive Retirement Income Security Act, the Texas Human Rights Act, the Fair Labor Standards Act, the federal Workers’ Adjustment and Retraining Notification Act, the Sarbanes-Oxley Act, each as amended; and any other federal, state or local statutes, regulations, ordinances or common law, or under any policy, agreement, contract, understanding or promise, written or oral, formal or informal, between any of the Releasees and Executive, and shall further apply, without limitation, to any and all Claims in connection with, related to or arising out of Executive’s employment relationship, or the termination of employment, with the Company or any Releasee and to any Claims for fraud or fraud in the inducement or fraudulent misrepresentation in relation to any such matters.

b.                  Except as expressly provided in this Agreement, Executive acknowledges and agrees that the Company and its Affiliates have fully satisfied any and all obligations owed to him, and no further sums are owed to him by the Company or by any of the other Releasees at any time. Executive represents and warrants that Executive has not filed any lawsuit or any proceeding, charge, complaint or action asserting any claim released by this Agreement before any federal, state, or local administrative agency or court against any Releasee. Notwithstanding the foregoing, nothing contained in this Agreement limits Executive’s ability to file a charge or complaint with any federal, state or local governmental agency or commission (collectively, “Government Agencies”) or limits Executive’s ability to provide information to or communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies in connection with any charge or complaint, whether filed by Executive, on his behalf, or by any other individual. However, to the maximum extent permitted by law, Executive agrees that if such a charge or complaint is made, Executive shall not be entitled to recover any individual monetary relief or other individual remedies. This Agreement does not limit or prohibit Executive’s right to receive an award for information provided to any Government Agency to the extent that such limitation or prohibition is a violation of law. Executive also hereby agrees that nothing contained in this Agreement shall constitute or be treated as an admission of liability or wrongdoing by any of the Releasees.

c.                   Nothing in this Section 3 shall be deemed to release (i) Executive’s right to enforce the terms of this Agreement, (ii) any rights to indemnification (including pursuant to Section 14 of the Employment Agreement), or to coverage under the Company’s or its Affiliates directors’ and officers’ liability insurance, (iii) Executive’s rights to exercise his vested Non-Qualified Stock Options pursuant to the terms of the governing grant agreement(s), (iv) any Claim that cannot be waived under applicable law, including any rights to workers’ compensation or unemployment insurance, (v) unpaid salary earned through the Separation Date, (vi) reimbursement for business expenses incurred prior to the Separation Date, (vii) rights to vested 401(k) benefits, or (viii) rights under COBRA.

d.                  Executive hereby represents and warrants to the Releasees that Executive is the sole owner of any Claims that Executive may now have or in the past had against any of the Releasees and that Executive has not assigned, transferred, or purported to assign or transfer any such Claim to any Person or entity. Executive represents that Executive has suffered no work-related injuries while providing services for the Company and represents Executive does not intend to file any claim for compensation for work-related injury. Executive further represents that Executive has not filed any lawsuits or claims against any of the Releasees, or filed any charges or complaints with any agency against any of the Releasees.

e.                   The Company, on behalf of itself and its subsidiaries, successors and assigns, knowingly and voluntarily releases, remises, and forever discharges Executive, his agents, spouse, heirs, executors, successors and assigns from any and all debts, demands, actions, causes of actions, accounts, covenants, contracts, agreements, claims, damages, costs, expenses, omissions, promises, and any and all claims and liabilities whatsoever, of every name and nature, both in law and equity, based on facts known by the Board as of the Separation Date (or facts that the Board should have known upon reasonable inquiry) related to or arising from Executive’s employment with the Company, the cessation thereof, and the Employment Agreement; provided, however, that nothing in this Agreement shall be construed to release Executive from any claim for, or based upon (i) fraud, (ii) breach of fiduciary duty, (iii) willful or intentional misconduct amounting to a violation of securities laws, or (iv) any claims as to which indemnification by the Company would be prohibited by applicable law.

4.            Covenants. In consideration of the payments and benefits (less all applicable withholdings) set forth in this Agreement, and in exchange for the provision of confidential information of the Company, Executive agrees to be bound by the following covenants:

a.                   Prior Covenants. Executive acknowledges and affirms his restrictive covenants contained in Sections 8-10 of the Employment Agreement and agrees that such covenants remain in full force and effect, are reasonable, enforceable, and necessary to protect the legitimate business interests of the Company, and agrees that he shall not commit any breach of the same.

b.                   Notice under Defend Trade Secrets Act. In accordance with the Defend Trade Secrets Act of 2016, Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (x) is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (y) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, nothing in this Agreement shall limit Executive’s ability to communicate with any government agency or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information.

c.                   Return of Property. Executive represents and warrants that he has returned to the Company all property of the Company in whatever form, including (i) all physical, computerized, electronic or other types of records, documents, proposals, notes, lists, files and any and all other materials, including computerized and electronic information, that refers, relates or otherwise pertains to the Company or any Affiliate of the Company (or business dealings thereof) that are in Executive’s possession, subject to Executive’s control or held by Executive for others; and (ii) all property or equipment that Executive has been issued by the Company or any Affiliate of the Company during the course of his employment or property or equipment thereof that Executive otherwise possesses, including any vehicles, computers, cellular phones, pagers and other devices. Executive acknowledges that he is not authorized to retain any physical, computerized, electronic or other types of copies of any such physical, computerized, electronic or other types of records, documents, proposals, notes, lists, files or materials, and is not authorized to retain any other property or equipment of the Company or any Affiliate of the Company. Executive further agrees that Executive will immediately forward to the Company (and thereafter destroy any copies thereof) any property or business information relating to the Company or any Affiliate of the Company that has been or is inadvertently directed to Executive following Executive’s last day of employment, or that Executive discovers is within his possession. Notwithstanding the foregoing, Executive shall be entitled to retain such records as are necessary for preparation of his personal income tax returns and relating to his benefit plan participation.

d.                   No representative capacity. Executive acknowledges and agrees that he will not hold himself out in dealings with any third-party as an agent or representative of the Company or any of its members, managers, or other Affiliates.

e.                   Cooperation. Executive agrees to cooperate in good faith with the Company (including any Affiliate, the Board or any Committee thereof,) to assist it with any information or matter which is within Executive’s knowledge and related to Executive’s involvement with the Company, including but not limited to being reasonably available for interview(s) upon request by the Company’s attorneys, auditors, or accountants, or providing truthful testimony without the necessity of a subpoena or compensation in any pending, threatened, or future legal matter in which the Company (or any Affiliate, the Board or any Committee thereof) is a party or otherwise seeks to prosecute or defend its rights. The Company shall provide Executive with prompt reimbursement for any reasonable travel and other direct expenses reasonably incurred (including, if applicable, lost wages), to comply with his obligations under this Section 4(e), so long as Executive provides reasonable documentation of such expenses and obtains the Company’s prior approval before incurring such expenses. Executive further agrees that he shall not voluntarily cooperate with any person (other than a Government Agency) in any litigation, arbitration or other actual or contemplated proceeding against the Company (or its Affiliates, its Board or any Committee thereof), including, without limitation, providing information or assistance to such person, testifying voluntarily at the request of such person, making public statements in relation to any such litigation, arbitration or other proceeding, or otherwise aiding such person against the Company (or its Affiliates, its Board or any Committee thereof); provided, however, that nothing in this Agreement shall prohibit Executive from providing truthful testimony when compelled by subpoena or other valid legal process.

f.                    Non-Disparagement. Executive agrees that he will not, and will cause his Affiliates not to, disparage the Company, any Affiliate of the Company, or any current or former director, officer, member, manager, or employee of the foregoing, in any way that would be reasonably expected to materially and adversely affect the goodwill, reputation or business of the Company or its Affiliates with the public generally, or with any of their respective customers, vendors or employees. The Company agrees to instruct its directors and officers, and those of its subsidiaries, not to make any disparaging statements concerning Executive, and, further, the Company shall not authorize, encourage or ratify any disparaging statement made by any person in violation of its instruction and shall admonish and/or discipline any such person who violates the instruction. The foregoing shall not prohibit either Party from making any truthful statements (i) to a government agency, (ii) in connection with securities filings, (iii) in response to legal process, including as part of any testimony that Executive is compelled to offer, or (iv) any disclosure that such Party reasonably believes, after consultation with outside counsel, is legally required by applicable law.

g.                   Insurance. The Company shall maintain in effect directors and officers liability insurance, at no less than current coverage levels, covering Executive’s actions and inactions prior to the Separation Date in his role as Chief Executive Officer and any other positions Executive may have held prior to the Separation Date as an officer of any of the Company’s subsidiaries for a period of at least six years following the Separation Date.

h.                   Enforcement. Notwithstanding Section 8, either party may make a timely application for, and obtain, judicial emergency or temporary injunctive relief to enforce any of the provisions of this Section 4; provided, however, that the remainder of any such dispute (beyond the application for emergency or temporary injunctive relief) shall be subject to arbitration under Section 8.

5.             Standstill. Except as otherwise provided in this Agreement, without the prior written consent of the Company, Executive shall not, directly or indirectly, take any of the actions set forth on Exhibit B hereto at any time on or before December 31, 2022. Additionally, Executive agrees that, for a period of six years from the date of this Agreement, he shall decline any nomination, election or appointment to serve on the Board.

6.             Consultation with Attorney: Voluntary Agreement. Executive understands and agrees that he has the right and has been given the opportunity to review this Agreement and, specifically, the General Release in Section 3, with an attorney. Executive also understands and agrees that he is under no obligation to consent to the General Release set forth in Section 3. Executive acknowledges and agrees that the payments set forth this Agreement are sufficient consideration to require him to abide with his obligations under this Agreement, including but not limited to the General Release in Section 3. Executive represents that he has read this Agreement, including the General Release in Section 3 and understands its terms and that he enters into this Agreement freely, voluntarily, and without coercion. Executive acknowledges that he (i) is not relying upon any statements, understandings, representations, expectations, or agreements other than those expressly set forth in this Agreement; (ii) has made his own investigation of the facts and is relying solely upon his own knowledge; and (iii) knowingly waives any claim that this Agreement was induced by any misrepresentation or nondisclosure and any right to rescind or avoid this Agreement based upon presently existing facts, known or unknown.

7.             Governing Law. This Agreement shall be construed and enforced under and be governed in all respects by the laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule that would require application of a different jurisdiction’s law.

8.             Dispute Resolution. Notwithstanding the sole exception to this Section 8 as provided in Section 4(h), any and all disputes relating to or arising from this Agreement (including but not limited to the arbitrability thereof), Executive’s employment with the Company, the Employment Agreement, or any of the Claims released hereunder, shall be settled by binding confidential arbitration in accordance with the American Arbitration Association (“AAA”) Employment Arbitration Rules or any successor provision thereto, as follows: Any party aggrieved will deliver a notice to the other party setting forth the specific points in dispute. Any points remaining in dispute fourteen (14) days after the giving of such notice may be submitted to AAA arbitration conducted before a single neutral arbitrator in Dallas County, Texas, admitted to practice law in Texas for a minimum of fifteen (15) years and who is a former judge. The arbitrator shall be appointed by agreement of the parties hereto or, if no agreement can be reached, by AAA. The arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings. The decision of the arbitrator on the points in dispute will be final, unappealable and binding, and judgment on the award may be entered in any court having jurisdiction thereof. The parties agree that this provision has been adopted by the parties to rapidly and inexpensively resolve any disputes between them and that this provision will be grounds for dismissal of any court action commenced by either party with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award or proceedings seeking equitable relief as permitted by Section 4(h) of this Agreement. In the event that any court determines that this arbitration procedure is not binding, or otherwise allows any litigation regarding a dispute, claim, or controversy covered by this Agreement to proceed, the parties hereby waive any and all right to a trial by jury in or with respect to such litigation. Each party will bear its own expenses and the fees of its own attorneys. The arbitration shall be conducted on a confidential basis, and the parties shall not disclose the existence of any dispute hereunder or the nature of any claim, or any documents, testimony, evidence or information exchanged or presented in connection with the arbitration proceeding, or any rulings or decisions or results of the arbitrator, to any Person, except his advisors and legal representatives, or as may be required by law or to enforce in court an arbitrator’s award. Executive acknowledges that arbitration pursuant to this Agreement includes all controversies or claims of any kind (e.g., whether in contract or in tort, statutory or common law, legal or equitable) now existing or hereafter arising under any federal, state, local or foreign law, including, but not limited to, the ADEA, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Executive Retirement Income Security Act, the Family and Medical Leave Act, the Americans with Disabilities Act and all similar federal, state and local laws, and Executive hereby waives all rights thereunder to have a judicial tribunal and/or a jury determine such claims.

9.             Public Announcement. The Company and Executive agree that the Company shall issue a press release announcing Executive’s retirement substantially in the form attached hereto as Exhibit C.

10.           Entire Agreement. This Agreement, together with Executive’s surviving obligations in Sections 8-10 of the Employment Agreement as described herein, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior agreements between the Parties with respect to such matters, unless specifically provided otherwise herein. Executive agrees that he is not relying on any representations outside this Agreement. The Parties agree that the Employment Agreement (except as expressly provided herein) is superseded by this Agreement and of no further force or effect.

11.           Amendment. This Agreement may be modified or amended only by a written instrument signed by Executive and an officer of the Company.

12.           Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving Party. The failure of either Party to require the performance of any term or obligation of this Agreement, or the waiver by either Party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

13.           Successors and Assigns. This Agreement shall inure to the benefit of the Company and each of its successors and assigns. In the event of Executive’s death, the Company shall pay any unpaid Special Severance Consideration to Executive’s estate. Executive shall not assign this Agreement or any part hereof other than by will or the laws of intestacy. Any other purported assignment by Executive shall be null and void from the initial date of the purported assignment.

14.           Drafting. This Agreement and the provisions contained in it shall not be construed or interpreted for or against either party because that party drafted or caused that party’s legal representative to draft any of its provisions.

15.           Headings. Descriptive headings in this Agreement are inserted for convenience only and shall be disregarded in construing or applying any provision of this Agreement.

16.           Certain Definitions.

a.                   “Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with, such other Person, where “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to cause the direction of management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

b.                   “beneficially own”, “beneficially owned” and “beneficially ownership” shall have the same meanings as set forth in Rule 13d-3 and Rule 13d-5 of the Exchange Act.

c.                   “Person” means any individual, corporation, limited partnership, general partnership, limited liability partnership, limited liability company, joint stock company, joint venture, corporation, unincorporated organization, association, company, trust, group or other entity or any governmental or political subdivision or any agency, department or instrumentality thereof.

17.           Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and both of which, taken together, shall constitute one and the same instrument. This Agreement may be executed and delivered by exchange of facsimile or other electronic means of transmitting signature, and such signatures shall be considered an original for purposes of enforcement of the Agreement.

18.           Legal Fees. The Company shall promptly, and in all events within 30 days following the date Executive submits invoices therefor, pay directly or reimburse Executive for all reasonable fees of Locke Lord LLP incurred in connection with his termination of employment and the negotiation of this Agreement, provided that such fees shall not exceed $20,000 in the aggregate.

19.           Compliance with Section 409A. Notwithstanding anything contained in this Agreement to the contrary, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant this Agreement are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) to the maximum extent possible as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4) and otherwise comply with Section 409A. Each payment under this Agreement is intended to be a “separate payment” and not a series of payments for purposes of Section 409A. Any payments or reimbursements of any expenses provided for under this Agreement shall be made in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv). The Parties acknowledge and agree that Executive’s termination of employment on the Separation Date constitutes a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h). The Company and Executive intend that their exercise of authority or discretion under this Agreement shall comply with Section 409A. If any provision of this Agreement does not satisfy the requirements of Section 409A, such provision shall nevertheless be applied in a manner consistent with those requirements. All references in this Agreement to Section 409A include rules, regulations, and guidance of general application issued by the Department of the Treasury under Section 409A.

[Signature page follows]

IN WITNESS WHEREOF, this Agreement has been duly executed as of the dates written below.

 

Dated: December 30, 2020	/s/ Christopher R. Easter
	Christopher R. Easter
Dated: December 30, 2020	Daseke, Inc.
	By:	/s/ Soumit Roy

EXHIBIT A

SUPPLEMENTAL RELEASE

TO BE EXECUTED UP TO 21 DAYS AFTER THE SEPARATION AGREEMENT

By his signature below, Christopher R. Easter (“Executive”) hereby releases and forever discharges as of the date hereof Daseke, Inc. and the Releasees as set forth herein. Capitalized undefined terms used in this Supplemental Release shall have the meaning ascribed to them in the Separation Agreement between Executive and the Company (the “Separation Agreement”). The Releasees are intended to be third-party beneficiaries of this Supplemental Release, and this Supplemental Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Releasees hereunder. Executive agrees as follows:

1.                  Executive understands that the payment specified in Section 2(b)(i) of the Separation Agreement represents, in part, consideration for signing this Supplemental Release, and is not salary, wages or benefits to which he was already entitled. Executive understands and agrees that he will not receive the payment specified in Section 2(b)(i) of the Separation Agreement unless he executes this Supplemental Release within twenty-one (21) days after his execution of the Separation Agreement.

2.                  Except as provided in Paragraphs 3, 4 and 5 of this Supplemental Release, in consideration of the payments and benefits (less all applicable withholdings) set forth in the Separation Agreement, Executive, on behalf of himself and his agents, spouse, heirs, executors, successors and assigns, knowingly and voluntarily releases, remises, and forever discharges the Company, its parents, subsidiaries or Affiliates, together with all of the foregoing entities’ respective current and former principals, officers, directors, partners, shareholders, agents, representatives, attorneys, insurers, members, managers, and employees, and each of the above listed Person’s heirs, executors, successors and assigns whether or not acting in his or her representative, individual or any other capacity (collectively, the “Releasees”), to the fullest extent permitted by law, from any and all debts, demands, actions, causes of actions, accounts, covenants, contracts, agreements, claims, damages, costs, expenses, omissions, promises, and any and all claims and liabilities whatsoever, of every name and nature, known or unknown, suspected or unsuspected, both in law and equity (“Claims”), which Executive ever had, now has, or may hereafter claim to have against the Releasees, including but not limited to, those related to or arising from Executive’s employment with the Company, the cessation thereof, the Employment Agreement, or any other matter, cause or thing whatsoever relating thereto arising from the beginning of time to the date hereof. The foregoing release shall apply to any Claim of any type, including, without limitation, any Claims with respect to Executive’s entitlement to any wages, bonuses, benefits, payments, or other forms of compensation; any claims of wrongful discharge, breach of contract, breach of the covenant of good faith and fair dealing, violation of public policy, defamation, personal injury, or emotional distress; any Claims of any type that Executive may have arising under the common law; any Claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967 (the “ADEA”), the Older Workers Benefit Protection Act, the Americans With Disabilities Act, the Family and Medical Leave Act, the Executive Retirement Income Security Act, the Texas Human Rights Act, the Fair Labor Standards Act, the federal Workers’ Adjustment and Retraining Notification Act, the Sarbanes-Oxley Act, each as amended; and any other federal, state or local statutes, regulations, ordinances or common law, or under any policy, agreement, contract, understanding or promise, written or oral, formal or informal, between any of the Releasees and Executive, and shall further apply, without limitation, to any and all Claims in connection with, related to or arising out of Executive’s employment relationship, or the termination of employment, with the Company or any Releasee and to any Claims for fraud or fraud in the inducement or fraudulent misrepresentation in relation to any such matters.

3.                  Executive represents and warrants that Executive has not filed any lawsuit or any proceeding, charge, complaint or action asserting any claim released by this Supplemental Release before any federal, state, or local administrative agency or court against any Releasee. Notwithstanding the foregoing, nothing contained in this Supplemental Release limits Executive’s ability to file a charge or complaint with any federal, state or local governmental agency or commission (collectively, “Government Agencies”) or limits Executive’s ability to provide information to or communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies in connection with any charge or complaint, whether filed by Executive, on his behalf, or by any other individual. However, to the maximum extent permitted by law, Executive agrees that if such a charge or complaint is made, Executive shall not be entitled to recover any individual monetary relief or other individual remedies. This Supplemental Release does not limit or prohibit Executive’s right to receive an award for information provided to any Government Agency to the extent that such limitation or prohibition is a violation of law. Executive also hereby agrees that nothing contained in this Supplemental Release shall constitute or be treated as an admission of liability or wrongdoing by any of the Releasees.

4.                  This Supplemental Release includes a release of claims for age discrimination under the Age Discrimination in Employment Act of 1967 (the “ADEA”). In accordance with the ADEA, Executive acknowledges that the ADEA requires that he be advised to consult with an attorney before he waives any claim under the ADEA, and Executive recognizes that, by the Separation Agreement and Supplemental Release, he has been so advised. In addition, the ADEA allows Executive 21 days to decide whether to waive claims under the ADEA, although he is not required to wait the entire 21 days if he chooses to accept sooner. Under the ADEA, Executive has seven days after signing this Supplemental Release to revoke the waiver, as described further herein. If Executive does not revoke this Supplemental Release during the seven-day revocation period, then it shall become effective on the eighth day after he signs it. If Executive elects to revoke this Supplemental Release during the seven-day revocation period, such revocation must be in writing and, within seven (7) days of the date upon which this Supplemental Release was signed by him, personally delivered or emailed to the Company, ATTN: Soumit Ray, General Counsel, at soumit@daseke.com. Executive agrees that this Supplemental Release does not waive or release any rights or claims that he may have which arise after the date he executes this Supplemental Release.

5.                  Nothing in this Supplemental Release shall be deemed to release (i) Executive’s right to enforce the terms of the Separation Agreement, (ii) any rights to indemnification (including pursuant to Section 14 of the Employment Agreement), or to coverage under the Company’s or its Affiliates directors’ and officers’ liability insurance, (iii) Executive’s rights to exercise his vested Non-Qualified Stock Options pursuant to the terms of the governing grant agreement(s), (iv) any Claim that cannot be waived under applicable law, including any rights to workers’ compensation or unemployment insurance, (v) unpaid salary earned through the Separation Date, (vi) reimbursement for business expenses incurred prior to the Separation Date, (vii) rights to vested 401(k) benefits, or (viii) rights under COBRA.

6.                  Executive hereby represents and warrants to the Releasees that Executive is the sole owner of any Claims that Executive may now have or in the past had against any of the Releasees and that Executive has not assigned, transferred, or purported to assign or transfer any such Claim to any Person or entity. Executive represents that Executive has suffered no work-related injuries while providing services for the Company and represents Executive does not intend to file any claim for compensation for work-related injury. Executive further represents that Executive has not filed any lawsuits or claims against any of the Releasees, or filed any charges or complaints with any agency against any of the Releasees. Executive represents that he has not reported any alleged improper conduct or activity to the Company or any of its Affiliates; that he has no knowledge of any such conduct or activity; and that he has not been retaliated against for reporting any allegations of wrongdoing by the Company or any of its Affiliates

7.                  Executive acknowledges that this Supplemental Release, together with the Separation Agreement, represents the settlement of any and all claims and potential claims that Executive may have against the Releasees. Executive accepts the Separation Agreement and this Supplemental Release as being in full and complete accord, satisfaction, compromise, and settlement of any and all such claims or potential claims and expressly agrees that he is not entitled to and shall not receive any further payment or recovery of any kind from the Company, and that the Company shall have no further monetary or other obligation of any kind to Executive, including any further obligation for any costs, expenses, and attorneys’ fees except as provided in the Separation Agreement.

BY SIGNING THIS SUPPLEMENTAL RELEASE, I REPRESENT AND AGREE THAT:

EXHIBIT B

STANDSTILL RESTRICTIONS

(a)               acquire or offer to acquire, agree to acquire or acquire rights to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a group, through swap or hedging transactions or otherwise, beneficial ownership of any voting securities of the Company or any voting rights decoupled from the underlying voting securities of the Company;

(b)               (i) nominate, recommend for nomination, give notice of an intent to nominate or recommend for nomination a person, or consent to be nominated, for election at any annual or special meeting of stockholders of the Company, or any action by written consent of the Company’s stockholders in lieu thereof, and any adjournment, postponement, rescheduling or continuation thereof (each, a “Stockholder Meeting”) at which the Company’s directors are to be elected; (ii) initiate, encourage or participate in, or support, any solicitation of proxies with respect to any Stockholder Meeting; (iii) submit, initiate, encourage or make any stockholder proposal for consideration at, or bring any other business before, any Stockholder Meeting; or (iv) initiate, encourage or participate in any “withhold” or similar campaign with respect to any Stockholder Meeting;

(c)               form, join or participate in any group with respect to any voting securities of the Company or deposit any voting securities of the Company in any voting trust or subject any Company voting securities to any arrangement or agreement with respect to the voting thereof;

(d)               demand an inspection of the Company’s books and records;

(e)               (i) make any public or private proposal with respect to, (ii) make any public statement or otherwise knowingly publicly or privately encourage, advise or assist any person with respect to or (iii) knowingly initiate or in any way participate in, directly or indirectly: (A) any change in the number or term of directors serving on the Board or the filling of any vacancies on the Board, (B) any amendment to, or waiver of, any provision of the Company’s Charter or By-Laws or this Agreement, (C) any change in the capitalization or dividend policy of the Company, (D) any other change in the Company’s management, business, operations, strategy, governance, corporate structure, agreements, affairs or policies or (E) any tender offer, exchange offer, merger, acquisition, business combination or other transaction involving the Company;

(f)                take any action challenging the validity or enforceability of this Exhibit B or the Agreement (other than a proceeding challenging the enforceability of Executive’s release of ADEA claims provided for in Exhibit A to the Agreement).