EXHIBIT 10.10
AMENDMENT TO
KEY EXECUTIVE EMPLOYMENT PROTECTION AGREEMENT
This amendment (this "Amendment") to the Key Executive Employment Protection Agreement (the "Agreement")
between Landstar System, Inc., a Delaware corporation (the "Company"), and James R. Hertwig (the
"Executive"), dated January 30, 1998, is entered into as of August 7, 2002.
WHEREAS, the parties to the Agreement desire to amend the Agreement in certain respects.
NOW THEREFORE, the Agreement is hereby amended as follows:
1. Section 2(a)(ii) of the Agreement is hereby deleted in its entirety and a new Section 2(a)(ii) shall be added to
read as follows:
(ii) the Shareholders of the Company approve a definitive agreement (a "Definitive Agreement") (a) for the
merger or other business combination of the Company with or into another corporation, a majority of the
directors of which were not directors of the Company immediately prior to the merger and in which the
shareholders of the Company immediately prior to the effective date of such merger directly or indirectly own less
than 50% of the voting power in such corporation or (b) for the sale or other disposition of all or substantially all
of the assets of the Company, and the transactions contemplated by such Definitive Agreement are, in either case,
consummated;
2. The first sentence of Section 3(a) of the Agreement is hereby deleted in its entirety and a new first sentence of
such Section 3(a) shall be added to read as follows:
If (x) on or before the second anniversary of the Change in Control Date (i) the Company terminates the
Executive's employment for any reason other than for Cause or Disability or (ii) the Executive voluntarily
terminates his employment for Good Reason or (y) the Executive voluntarily terminates his employment for any
reason at any time within the 60-day period beginning on the 181st day following the Change in Control Date or
(z) if the Executive's employment is terminated by the Company for any reason other than death, Disability or