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)
April 30, 2004

Vitran Corporation Inc.

(Exact name of registrant as specified in its charter)

CANADA	000-26256	Not applicable
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

185 The West Mall, Suite 701, Toronto, Ontario, Canada	M9C 5L5
(Address of principal executive offices)	(Zip code)

416-596-7664

(Registrant’s telephone number,
including area code)

Item 5. Other Events

On April 28, 2004, the Registrant issued the press release attached hereto as Exhibit 99.1, and such press release is incorporated in its entirety by reference herein.

On April 29, 2004, the Registrant issued the press release attached hereto as Exhibit 99.2, and such press release is incorporated in its entirety by reference herein.

On April 22, 2004, the Registrant filed articles of amendment attached hereto as Exhibit 3.1, and such articles of amendment is incorporated in its entirety by reference herein.

On April 29, 2004, the Registrant signed an employment agreement with Rick E. Gaetz.

On April 29, 2004, the Registrant signed an employment agreement with Kevin A. Glass.

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, thereunto duly authorized.

	VITRAN CORPORATION INC.
	By:	/s/ Kevin A. Glass
	Name: Kevin A. Glass
	Title: Vice President Finance
	and Chief Financial Officer
Date: April 30, 2004

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	Press Release – dated April 28, 2004
	Vitran Shareholder Approve Two New Board Directors at Company’s Annual Meeting
99.2	Press Release – dated April 29, 2004
	Vitran to Trade under New Stock Symbol on Toronto Stock Exchange
3.1	Articles of Amendment dated April 22, 2004
10.1	Employment Agreement dated April 29, 2004
	between Vitran Corporation Inc. and Rick E. Gaetz
10.2	Employment Agreement dated April 29, 2004
	between Vitran Corporation Inc. and Kevin A. Glass

EX-99.1

News Announcement

CONTACT:
Richard E. Gaetz, President/CEO	Robert L. Rinderman
Kevin Glass, VP Finance/CFO	Purdy R. Tran
Vitran Corporation Inc.	Jaffoni & Collins Incorporated
416/596-7664	212/835-8500 or VVN@jcir.com

FOR IMMEDIATE RELEASE

VITRAN SHAREHOLDERS APPROVE TWO NEW BOARD DIRECTORS
AT COMPANY’S ANNUAL MEETING

- Georges Hébert and William Deluce Join Vitran Board -

TORONTO, ONTARIO (April 28, 2004) – Vitran Corporation Inc. (AMX: VVN, TSX: VTN.A), a North American transportation and logistics firm, today announced that Company shareholders at Vitran’s recent Annual General Meeting voted in favor of the appointments of William Deluce and Georges Hébert to Vitran’s Board of Directors. Deluce and Hébert replace Carl Cook and Mark Curry, who both retired after many years of valuable service and contributions as members of the Board.

Additionally, Vitran mourns the passing of Albert Gnat, one of Vitran’s founding partners and a long-serving Board member. Mr. Gnat provided invaluable advice and support to the Board for many years.

Mr. Deluce has been President and Chief Executive Officer of CSAE Inc. since 1998 and also served as President and Chief Executive Officer of McComas Industries International Inc. and SMT Surface Modification Technologies Inc., from 1998 to 2000.

Mr. Hébert is co-owner of Prosys-Tec Inc. and has been its President since August 2003. From 1988 to 1998, Mr. Hébert was President of J.A. Provost Inc. He is currently a director of Laurentian Bank of Canada.

Vitran President and Chief Executive Officer Richard E. Gaetz stated, “On behalf of our entire Board, I would like to thank the departing directors for their commitment to Vitran for many years and at the same time extend a warm welcome to Mr. Hébert and Mr. Deluce. We look forward to their contributions in the years ahead.”

About Vitran Corporation Inc.

Vitran Corporation Inc. is a North American group of transportation companies offering less-than-truckload, logistics, truckload, and freight brokerage services. To find out more about Vitran Corporation Inc. (AMX: VVN , TSX: VTN.A), visit the website at www.vitran.com.

Information in this news announcement relating to projected growth, improvements in productivity and future results constitutes forward-looking statements. Actual results in future periods may differ materially from the forward-looking statements because of a number of risks and uncertainties, including but not limited to economic factors, demand for the Company’s services, fuel price fluctuations, the availability of employee drivers and independent contractors, risks associated with geographic expansion, capital requirements, claims exposure and insurance costs, competition and environmental hazards. Additional information about these and other factors that could affect the Company’s business is set forth in the Company’s Annual Report on Form 10-K and other filings with the Securities and Exchange Commission.

# # #

EX-99.2

News Announcement

CONTACT:
Richard E. Gaetz, President/CEO	Robert L. Rinderman
Kevin Glass, VP Finance/CFO	Purdy R. Tran
Vitran Corporation Inc.	Jaffoni & Collins Incorporated
416/596-7664	212/835-8500 or VVN@jcir.com

FOR IMMEDIATE RELEASE

VITRAN TO TRADE UNDER NEW STOCK SYMBOL
ON TORONTO STOCK EXCHANGE

TORONTO, ONTARIO (April 29, 2004) – Vitran Corporation Inc. (AMX: VVN, TSX: VTN), a North American transportation and logistics firm, today announced, effective immediately, it will trade under the new stock symbol of VTN on the Toronto Stock Exchange. Shares of Vitran listed on that exchange were previously traded under the symbol VTN.A. This change does not affect its listing on the American Stock Exchange, where it is currently traded under the symbol VVN.

About Vitran Corporation Inc.
Vitran Corporation Inc. is a North American group of transportation companies offering less-than-truckload, logistics, truckload, and freight brokerage services. To find out more about Vitran Corporation Inc. (AMX: VVN, TSX: VTN), visit the website at www.vitran.com.

Information in this news announcement relating to projected growth, improvements in productivity and future results constitutes forward-looking statements. Actual results in future periods may differ materially from the forward-looking statements because of a number of risks and uncertainties, including but not limited to economic factors, demand for the Company’s services, fuel price fluctuations, the availability of employee drivers and independent contractors, risks associated with geographic expansion, capital requirements, claims exposure and insurance costs, competition and environmental hazards. Additional information about these and other factors that could affect the Company’s business is set forth in the Company’s Annual Report on Form 10-K and other filings with the Securities and Exchange Commission.

# # #

EX-3.1

For Ministry Use Only
À l’usage exclusif du ministère

Ontario Business Services	Ministère des Services aux concommateurs et aux entreprises
CERTIFICATE	CERTIFICAT
This is to certify that these articles are effective on	Ceci certifie que les présents status entrent en vigueur le

April 22 Avril, 2004

/s/ illegible signature
Director/Directrice
Business Corporations Act/Loi sur les sociétés par actions

Ontario Corporation Number
Numéro de la société en Ontario

478197

Form 3
Business
Corporations
Act

Formule 3
Loi sur les
sociétés par
actions

ARTICLES OF AMENDMENT
STATUTS DE MODIFICATION

1.	The name of the corporation is: (Set out in BLOCK CAPITAL LETTERS)
	Dénomination sociale actuelle de la société (écrire en LETTRES MAJUSCULES SEULEMENT) :
	VITRAN CORPORATION INC.
2.	The name of the corporation is changed to (if applicable ): (Set out in BLOCK CAPITAL LETTERS)
	Nouvelle dénomination sociale de la société (s’il y a lieu) (écrire en LETTRES MAJUSCULES SEULEMENT) :
3.	Date of incorporation/amalgamation:
	Date de la constitution ou de la fusion :

1981/04/29

(Year, Month, Day)
(année, mois, jour)

4.	Complete only if there is a change in the number of directors or the minimum / maximum number of directors.
	Il faut remplir cette partie seulement si le nombre d’administrateurs ou si le nombre minimal ou maximal d’administrateurs a changé.

Number of directors is/are:	or	minimum and maximum number of director is/are:
Nombre d’administrateurs :	ou	nombres minimum et maximum d’administrateurs :
Number Nombre	or ou	minimum and maximum minimum et maximum

5.	The articles of the corporation are amended as follows:
	Les statuts de la société sont modifiés de la façon suivante :
	See page 1a.

1a.

5. The articles of the Corporation are amended as follows:

a)	to delete in their entirety the authorized but unissued Class B non-voting common shares in the capital of the Corporation and the rights, privileges, restrictions and conditions attaching thereto;
b)	to delete in their entirety the authorized but unissued First Preference Shares, issuable in series, in the capital of the Corporation and the rights, privileges, restrictions and conditions attaching thereto;
c)	to delete in their entirety the authorized but unissued Series 1 First Preference Shares, in the capital of the Corporation and the rights, privileges, restrictions and conditions attaching thereto;
d)	to redesignate the Class A voting common shares as Common Shares; and
e)	to declare that, after giving effect to the foregoing, the classes and maximum number of shares that the Corporation is authorized to issue shall be an unlimited number of Common Shares with the following rights, privileges, restrictions and conditions:

(i)	to vote at all meetings of shareholders of the Corporation, except meetings at which only holders of a specified class of shares are entitled to vote;
(ii)	to receive, subject to the rights of the holders of another class of shares, any dividends declared by the Corporation; and
(iii)	to receive, subject to the rights of the holders of another class of shares, the remaining property of the Corporation on the liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary.

6.	The amendment has been duly authorized as required by sections 168 and 170 (as applicable) of the Business
	Corporations Act.
	La modification a été dúment autorisée conformément aux articles 168 et 170 (selon le cas) de la Loi sur les
	sociétés par actions.
7.	The resolution authorizing the amendment was approved by the shareholders/directors (as applicable) of the
	corporation on
	Les actionnaires ou les administrateurs (selon le cas) de la société ont approuvé la résolution autorisant la
	modification le

2004/4/21

(Year, Month, Day)
(année, mois, jour)

These articles are signed in duplicate.
Les présents statuts sont signés en double exemplaire.

VITRAN CORPORATION INC.

(Name of Corporation) (If the name is to be changed by these articles set out current name)
(Dénomination sociale de la société) (Si l’on demande un changement de nom, indiquer ci-dessus la dénomination sociale actuelle).

By/
Par :
	/s/ illegible signature	Kevin Glass, Secretary
	(Signature)	(Description of Office)
	(Signature)	(Fonction)

EX-10.1

EMPLOYMENT AGREEMENT
made as of this 29th day of April, 2004

B E T W E E N:

RICK E. GAETZ
(hereinafter the “Employee”)

and

VITRAN CORPORATION INC.
(hereinafter the “Company”)

WHEREAS the Employee has been employed with the Company since September 11, 1989 and has been serving the Company in the capacity of President and Chief Executive Officer since May 2002.

AND WHEREAS the Company’s Board of Directors (the “Board”) has determined that it is in the best interests of the Company and its shareholders to ensure that the Company will have the continued dedication and objectivity of the Employee, notwithstanding the possibility or occurrence of a Change of Control (as defined below) of the Company;

AND WHEREAS the Board believes it is imperative to provide the Employee with certain enhanced severance benefits upon the Employee’s termination of employment following a Change of Control which provide the Employee with financial security and provide sufficient incentive and encouragement to the Employee to remain with the Company following a Change of Control;

AND WHEREAS it is in the best interests of the Company and the Employee to enter into this Agreement to reflect the Employee’s current employment arrangements with the Company as well as the additional benefits he will receive in the event that there is a Change of Control of the Company.

NOW THEREFORE IN CONSIDERATION of the mutual covenants and promises contained in this Agreement, the parties hereby agree as follows:

1. EMPLOYMENT POSITION

The Employee shall continue to serve the Company in the capacity of President and Chief Executive Officer, and shall perform such duties and exercise such powers as are incidental to such position and such other compatible duties and powers as may from time to time be assigned to him by the Board.

The Employee agrees that he shall devote the whole of his time, attention and ability to the business of the Company insofar as his time, attention and ability are directed towards business interests. He shall competently and faithfully serve the Company and use his best efforts to promote the interests of the Company.

2. COMPENSATION

(a) BASE SALARY

The Employee shall receive an annual gross salary of $380,000 (the “base salary”). The base salary shall be payable in accordance with the Company’s customary payment policy. The base salary shall be subject to annual review. Any increases in the base salary will be at the sole discretion of the Board.

(b) BONUS

Bonus shall be determined by meeting performance criteria outlined from time to time by the Board’s Compensation Committee, and approved by the Board. The bonus criteria are subject to annual review.

(c) BENEFITS

The Company will continue to provide the Employee with those group health and insurance benefits made available by the Company generally to its senior employees as the same may change from time to time. The Employee shall also be entitled to the following perquisites:

(i)	annual dues in respect of the Employee’s club membership at the Mississauga Golf and Country Club, including any expenses incurred at such club in accordance with Company policy;
(ii)	continuation of a Company car allowance, in accordance with Company policy; and
(iii)	continued entitlement to participate in the Company’s stock option plan.

3. TERMINATION

This Agreement shall terminate in the following events:

(i)	by mutual agreement of the parties; or
(ii)	forthwith, without notice or any payment in lieu of notice, if the Company has just cause at common law for termination; or

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(iii) if the employment of the Employee is terminated by the Company, and the Company does not have just cause at common law for such termination, the Employee shall receive 24 months’ salary, which 24 months’ salary shall be paid to the Employee in equal monthly instalments during the 12 month period following the effective date of termination of his said employment, such that in the one year period following any such termination of employment the Employee shall receive two years’ salary. The value of one month’s salary, for the purposes herein, shall be one-thirty-sixth of the total of the base salary and bonuses received by the Employee during the 36 months immediately prior to such termination of his employment. In addition, in the event of any such termination of employment the Employee shall be entitled to continuation of group health and insurance benefits (to the extent that such benefits, or any one or number of them can be continued by the Company at standard premium rates) for 12 months, or until he commences new employment, whichever first occurs. The Employee’s entitlement to the perquisites referred to in clauses 2(c) (i), (ii) and (iii) above shall cease immediately upon any such termination of employment, save that any outstanding stock options held by the Employee at the time of such termination will continue to be governed by the express provisions of the Company’s stock option plan.

4. CHANGE OF CONTROL

     A “Change of Control” shall be deemed to have occurred if, as a result of:

(a)	a take over bid or acquisition any person, company, association, partnership or any of them singly or under any voting trust or similar arrangement has the legal ability to cause to be cast votes with respect to greater than 50% of the shares at any meeting of the shareholders called for the purpose of electing the directors of the Company; or
(b)	a merger, consolidation or sale of all, or substantially all, of the assets of the Company, the persons who were the directors of the Company immediately before the transaction, cease to constitute a majority of the Board either directly, or indirectly, as a result of the transaction.

In addition, the election at any time of three or more directors (together or separately) whose election is opposed by the then majority of the directors of the Company shall be deemed, in itself, to be a Change of Control.

If there is a Change of Control of the Company, the Employee has continued to well and faithfully serve the Company including, without limitation, following all lawful directives of the Board and not engaging in any conduct which is inconsistent with his duties of loyalty and fidelity to the Company, and the employment of the Employee is terminated without just cause or the Employee resigns from his said employment at any time within 1 year of the Change of Control, the Company shall pay to the Employee a lump sum amount equivalent to 30 months’ salary. The value of one month’s salary, for the purposes herein, shall be one-thirty-sixth of the total of the base salary and bonuses received by the Employee during the

Page 3 of 5

36 months immediately prior to such termination or resignation. Any outstanding stock options held by the Employee at the time of such termination or resignation will continue to be governed by the express provisions of the Company’s stock option plan.

5. COVENANTS OF THE EMPLOYEE

(a) CONFIDENTIALITY

All confidential records, material and information, and copies thereof, and any and all trade secrets concerning the business or affairs of the Company, or any of its affiliates, obtained by the Employee in the course and by reason of his employment shall remain the exclusive property of the Company. During the Employee’s employment, and at all times thereafter, the Employee shall not divulge the contents of such confidential records or material or any of such confidential information or trade secrets to any person other than to the Company’s qualified employees and the Employee shall not, following the termination of his employment hereunder, for any reason whatsoever, use the contents of such confidential records or material or other confidential information or trade secrets for any purpose whatsoever.

(b) NON-SOLICITATION OF EMPLOYEES

The Employee shall not, without the prior written consent of the Company, at any time during the period of 18 months following any termination of his employment with the Company for any reason whatsoever including, without limitation, any resignation by the Employee from his said employment, either directly or indirectly, on the Employee’s own behalf or on behalf of others, offer employment to or endeavour to entice away from the Company, or any affiliate thereof, any person who is employed by the Company or any such affiliate.

(c) NON-SOLICITATION OF CUSTOMERS

     The Employee shall not, at any time during the period of 18 months following any termination of his employment with the Company for any reason whatsoever including, without limitation, any resignation from his said employment, contact any customers of the Company, or any of its subsidiaries, for the purpose of selling to those customers any products or services which are the same as, or substantially similar to, or competitive with the products or services sold by the Company or any of its subsidiaries at such date.

6. GENERAL CONTRACT PROVISIONS

(a) OTHER ENTITLEMENTS

For the purposes of this Agreement, it is agreed that no other notice of termination or related entitlements, express or implied by law, shall apply, subject only to such

Page 4 of 5

minimum notice entitlements as may be prescribed from time to time by any applicable employment standards legislation.

(b) SEVERABILITY

In the event that any provision herein or part hereof shall be deemed void or invalid by a court of competent jurisdiction, the remaining provisions or parts hereof shall be and remain in full force and effect.

(c) ENTIRE AGREEMENT

This Agreement constitutes and expresses the entire agreement of the parties hereto with reference to the employment of the Employee by the Company. All promises, representations, collateral agreements and understandings relative thereto and not incorporated herein are hereby superseded and cancelled by this Agreement.

(d) SUCCESSORS AND ASSIGNS

This Agreement shall enure to the benefit of and be binding upon the Employee and his heirs and personal representatives, and upon the Company and its successors and assigns. This Agreement is personal to the Employee and may not be assigned by him.

(e) APPLICABLE LAW

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, and the laws of Canada applicable therein.

VITRAN CORPORATION	THE EMPLOYEE
per: /s/ Richard D. McGraw	/s/ Rick E. Gaetz
	RICK E. GAETZ

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EX-10.2

EMPLOYMENT AGREEMENT
made as of this                     day of April, 2004

B E T W E E N:

KEVIN A. GLASS
(hereinafter the “Employee”)

and

VITRAN CORPORATION INC.
(hereinafter the “Company”)

WHEREAS the Employee has been employed with the Company since October 19, 1998 and is currently serving the Company in the capacity of Vice President Finance and Chief Financial Officer;

AND WHEREAS the Company’s Board of Directors (the “Board”) has determined that it is in the best interests of the Company and its shareholders to ensure that the Company will have the continued dedication and objectivity of the Employee, notwithstanding the possibility or occurrence of a Change of Control (as defined below) of the Company;

AND WHEREAS the Board believes it is imperative to provide the Employee with certain enhanced severance benefits upon the Employee’s termination of employment following a Change of Control which provide the Employee with financial security and provide sufficient incentive and encouragement to the Employee to remain with the Company following a Change of Control;

AND WHEREAS it is in the best interests of the Company and the Employee to enter into this Agreement to reflect the Employee’s current employment arrangements with the Company as well as the additional benefits he will receive in the event that there is a Change of Control of the Company.

NOW THEREFORE IN CONSIDERATION of the mutual covenants and promises contained in this Agreement, the parties hereby agree as follows:

1.	EMPLOYMENT POSITION
	The Employee shall continue to serve the Company in the capacity of Vice President Finance and Chief Financial Officer, and shall perform such duties and exercise such powers as are incidental to such position and such other compatible duties and powers as may from time to time be assigned to him by the President and Chief Executive Officer of the Company or by the Board.

	The Employee agrees that he shall devote the whole of his time, attention and ability to the business of the Company insofar as his time, attention and ability are directed towards business interests. He shall competently and faithfully serve the Company and use his best efforts to promote the interests of the Company.
2.	COMPENSATION

(a)	BASE SALARY
	The Employee shall receive an annual gross salary of $258,000 (the “base salary”). The base salary shall be payable in accordance with the Company’s customary payment policy. The base salary shall be subject to annual review. Any increases in the base salary will be at the sole discretion of the Board.
(b)	BONUS
	Bonus shall be determined by meeting performance criteria outlined from time to time by the Board’s Compensation Committee, and approved by the Board. The bonus criteria are subject to annual review.
(c)	BENEFITS
	The Company will continue to provide the Employee with those group health and insurance benefits made available by the Company generally to its senior employees as the same may change from time to time. The Employee shall also be entitled to the following perquisites:

(i)	annual dues in respect of the Employee’s club membership at the Islington Golf and Country Club, including any expenses incurred at such club in accordance with Company policy;
(ii)	continuation of a Company car allowance, in accordance with Company policy; and
(iii)	continued entitlement to participate in the Company’s stock option plan.

3. TERMINATION

This Agreement shall terminate in the following events:

(i)	by mutual agreement of the parties; or
(ii)	forthwith, without notice or any payment in lieu of notice, if the Company has just cause at common law for termination; or

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(iii) if the employment of the Employee is terminated by the Company, and the Company does not have just cause at common law for such termination, the Employee shall receive 12 months’ salary, which shall be paid to the Employee in equal monthly instalments during the 12 month period following the effective date of termination of his said employment, whether or not the Employee commences new employment during that 12 month period. The value of one month’s salary, for the purposes herein, shall be one-thirty-sixth of the total of the base salary and bonuses received by the Employee during the 36 months immediately prior to such termination of his employment. In addition, in the event of any such termination of employment the Employee shall be entitled to continuation of group health and insurance benefits (to the extent that such benefits, or any one or number of them can be continued by the Company at standard premium rates) for 12 months, or until he commences new employment, whichever first occurs. The Employee’s entitlement to the perquisites referred to in clauses 2(c) (i), (ii) and (iii) above shall cease immediately upon any such termination of employment, save that any outstanding stock options held by the Employee at the time of such termination will continue to be governed by the express provisions of the Company’s stock option plan.

4.	CHANGE OF CONTROL
	A “Change of Control” shall be deemed to have occurred if, as a result of:

(a)	a take over bid or acquisition any person, company, association, partnership or any of them singly or under any voting trust or similar arrangement has the legal ability to cause to be cast votes with respect to greater than 50% of the shares at any meeting of the shareholders called for the purpose of electing the directors of the Company; or
(b)	a merger, consolidation or sale of all, or substantially all, of the assets of the Company, the persons who were the directors of the Company immediately before the transaction, cease to constitute a majority of the Board either directly, or indirectly, as a result of the transaction.

In addition, the election at any time of three or more directors (together or separately) whose election is opposed by the then majority of the directors of the Company shall be deemed, in itself, to be a Change of Control.

If there is a Change of Control of the Company, the Employee has continued to well and faithfully serve the Company including, without limitation, following all lawful directives of the Board and not engaging in any conduct which is inconsistent with his duties of loyalty and fidelity to the Company, and the employment of the Employee is terminated without just cause or the Employee resigns from his said employment at any time within 1 year of the Change of Control, the Company shall pay to the Employee a lump sum amount equivalent to 18 months’ salary. The value of one month’s salary, for the purposes herein, shall be one-thirty-sixth of the total of the base salary and bonuses received by the Employee during the

Page 3 of 5

	36 months immediately prior to such termination or resignation. Any outstanding stock options held by the Employee at the time of such termination or resignation will continue to be governed by the express provisions of the Company’s stock option plan.
5.	COVENANTS OF THE EMPLOYEE

(a)	CONFIDENTIALITY
	All confidential records, material and information, and copies thereof, and any and all trade secrets concerning the business or affairs of the Company, or any of its affiliates, obtained by the Employee in the course and by reason of his employment shall remain the exclusive property of the Company. During the Employee’s employment, and at all times thereafter, the Employee shall not divulge the contents of such confidential records or material or any of such confidential information or trade secrets to any person other than to the Company’s qualified employees and the Employee shall not, following the termination of his employment hereunder, for any reason whatsoever, use the contents of such confidential records or material or other confidential information or trade secrets for any purpose whatsoever.
(b)	NON-SOLICITATION OF EMPLOYEES
	The Employee shall not, without the prior written consent of the Company, at any time during the period of 12 months following any termination of his employment with the Company for any reason whatsoever including, without limitation, any resignation by the Employee from his said employment, either directly or indirectly, on the Employee’s own behalf or on behalf of others, offer employment to or endeavour to entice away from the Company, or any affiliate thereof, any person who is employed by the Company or any such affiliate.
(c)	NON-SOLICITATION OF CUSTOMERS
	The Employee shall not, at any time during the period of 12 months following any termination of his employment with the Company for any reason whatsoever including, without limitation, any resignation from his said employment, contact any customers of the Company, or any of its subsidiaries, for the purpose of selling to those customers any products or services which are the same as, or substantially similar to, or competitive with the products or services sold by the Company or any of its subsidiaries at such date.

6. GENERAL CONTRACT PROVISIONS

(a)	OTHER ENTITLEMENTS
	For the purposes of this Agreement, it is agreed that no other notice of termination or related entitlements, express or implied by law, shall apply, subject only to such

Page 4 of 5

	minimum notice entitlements as may be prescribed from time to time by any applicable employment standards legislation.
(b)	SEVERABILITY
	In the event that any provision herein or part hereof shall be deemed void or invalid by a court of competent jurisdiction, the remaining provisions or parts hereof shall be and remain in full force and effect.
(c)	ENTIRE AGREEMENT
	This Agreement constitutes and expresses the entire agreement of the parties hereto with reference to the employment of the Employee by the Company. All promises, representations, collateral agreements and understandings relative thereto and not incorporated herein are hereby superseded and cancelled by this Agreement.
(d)	SUCCESSORS AND ASSIGNS
	This Agreement shall enure to the benefit of and be binding upon the Employee and his heirs and personal representatives, and upon the Company and its successors and assigns. This Agreement is personal to the Employee and may not be assigned by him.
(e)	APPLICABLE LAW
	This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, and the laws of Canada applicable therein.

VITRAN CORPORATION		THE EMPLOYEE
per:	/s/ Richard D. McGraw	/s/ Kevin A. Glass
		KEVIN A. GLASS

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