Prepared By R.R. Donnelley Financial -- Form 8-K
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  03/10/2010
 
Pacer International, Inc.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  000-49828
 
Tennessee
  
62-0935669
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
2300 Clayton Road, Suite 1200
Concord, CA 94520
(Address of principal executive offices, including zip code)
 
(877) 917-2237
(Registrant’s telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
(e) On March 10, 2010, the Compensation Committee of the Board of Directors of Pacer International, Inc. (the "Company") awarded the Company's Chairman and Chief Executive Officer, Daniel W. Avramovich, 50,000 shares of restricted stock under the Company's 2006 Long-Term Incentive Plan, vesting in 25% increments on June 1 of 2010, 2011, 2012 and 2013, subject to his employment with the Company on each of the four vesting dates. The restricted stock award agreement evidencing this grant will be consistent with the Form of Restricted Stock Award Agreement filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended April 6, 2007, which is hereby incorporated by reference.
 

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
           
Pacer International, Inc.
 
 
Date: March 16, 2010
     
By:
 
/s/    Brian C. Kane
               
Brian C. Kane
               
Executive Vice President and Chief Financial Officer