Item 1.01 Entry Into a Material Definitive Agreement
On November 2, 2020, Landstar System, Inc. (the "Company") entered into a letter
agreement (the "Letter Agreement") with L. Kevin Stout, its Vice President and
Chief Financial Officer, providing for certain changes in Mr. Stout's title,
duties and compensation as an employee of the Company.
Effective as of the date of the Letter Agreement, Mr. Stout ceased to serve as
the Vice President and Chief Financial Officer and as an executive officer of
the Company and will instead serve as Special Advisor to the President and Chief
Executive Officer. The terms of Mr. Stout's employment under the Letter
Agreement is anticipated to expire on December 31, 2021.
Under the Letter Agreement, Mr. Stout's salary will be reduced to $120,000 on an
annualized basis. In lieu of a bonus under the Company's incentive compensation
plan for fiscal year 2020, Mr. Stout will be eligible for a payment of $150,000
on or around February 1, 2021, subject to the discretion of the Compensation
Committee of the Company's Board of Directors. Mr. Stout will not be eligible
for a bonus in his new position for fiscal year 2021.
Under the Letter Agreement, Mr. Stout's Key Executive Employment Protection
Agreement will be terminated as of the close of business on November 2, 2020.
Under the Letter Agreement, Mr. Stout has also agreed that during the period of
his continued employment with the Company and thereafter until the earlier of
December 31, 2023 and two years from the date of his termination of employment
with the Company, Mr. Stout shall not seek, solicit or enter into, directly or
indirectly, any employment, consulting or other similar arrangement of any kind
with any competitor or vendor of the Company, including service as a member of
the board of directors of any such company, without the prior written consent of
the President and Chief Executive Officer of the Company, which consent shall
not be unreasonably withheld.
This summary of the Letter Agreement is not intended to be complete and is
qualified in its entirety by the Letter Agreement, a copy of which is attached
hereto as Exhibit 10.1.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) On November 2, 2020, the Company announced that L. Kevin Stout, Vice
President and Chief Financial Officer of the Company, will step down from his
current position effective immediately, to serve as Special Advisor to the Chief
Executive Officer of the Company until the anticipated end of his employment
with the Company in December 2021.
James B. Gattoni, President and Chief Executive Officer of the Company (and
previously Chief Financial Officer of the Company from 2007 to 2014), will serve
as principal financial officer of the Company until a successor to Mr. Stout is
named.
Item 9.01 Financial Statements and Exhibits
Exhibits
10.1 Letter Agreement, dated November 2, 2020, by and between Landstar
System, Inc. and L. Kevin Stout
104 Inline XBRL for the cover page of this Current Report on Form 8-K
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LANDSTAR SYSTEM, INC. 
