PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this "Agreement"), dated as of March 18, 1996, is among
Hub Group, Inc., a Delaware corporation ("Hub Group"), the sellers identified on the signature pages hereto
(each, a "Seller") and Hub Group Distribution Services, an Illinois general partnership ("Hub Distribution"), Hub
City Terminals, Inc., a Delaware corporation, and Hub Group Associates, Inc., an Illinois corporation ("Hub
WHEREAS, each of the Sellers owns an interest in Hub Distribution; and
WHEREAS, the Sellers desire to sell their respective interests (the "Interests") in Hub Distribution to Hub Group
and Hub Group desires to purchase such Interests on the terms and subject to the conditions described herein.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants, agreements and warranties
herein contained, the parties hereto agree as follows:
1. Purchase By Hub Group. Subject to the terms and conditions herein set forth, Hub Group agrees to purchase
the Interests owned by each Seller in exchange for the Purchase Consideration. For purposes of this Agreement,
the following definitions shall apply:
(a) "Applicable Seller's Percentage" shall mean the percentage set forth opposite such Seller's name on Exhibit A
(b) "Class A Common Stock" shall mean the shares of Class A Common Stock, $0.01 par value per share, of
(c) "Hub Distribution Value" shall mean the product of (i) the 1995 projected consolidated after tax net earnings
of Hub Group after giving effect to the IPO, including projected after tax investment income generated from
working capital raised in connection with the IPO and before provision for minority interest all as determined in
the good faith judgment of the board of directors of Hub Group times (ii) 0.015 times
(iii) the Price/Earnings Multiple.
(d) "IPO" shall mean the initial public offering of shares of Class A Common Stock by Hub Group.
(e) "Purchase Considera