EXHIBIT 10.0Employment Agreement • January 30th, 2002 • Segmentz Inc • Delaware
XPO LOGISTICS, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • February 5th, 2014 • XPO Logistics, Inc. • Transportation services • New York
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND THE STOCKHOLDERSStock Exchange Agreement • January 30th, 2002 • Segmentz Inc • Delaware
EXHIBIT 3. 0Merger Agreement • January 30th, 2002 • Segmentz Inc
XPO, INC. as Company and the Guarantors party hereto from time to time $585,000,000 7.125% Senior Notes due 2032 ________________________ INDENTURE Dated as of December 13, 2023 ________________________ and U.S. Bank Trust Company, National...Indenture • December 13th, 2023 • XPO, Inc. • Transportation services • New York
INDENTURE, dated as of December 13, 2023, among XPO, INC., a Delaware corporation (together with its successors and assigns, the “Company”), the Guarantors party hereto from time to time and U.S. Bank Trust Company, National Association, as Trustee.
XPO, INC. as Company and the Guarantors party hereto from time to time $830,000,000 6.250% Senior Secured Notes due 2028 INDENTURE Dated as of May 24, 2023 and U.S. Bank Trust Company, National Association as Trustee and Notes Collateral AgentIndenture • May 25th, 2023 • XPO, Inc. • Transportation services • New York
INDENTURE, dated as of May 24, 2023, among XPO, INC., a Delaware corporation (together with its successors and assigns, the “Company”), the Guarantors party hereto from time to time and U.S. Bank Trust Company, National Association, as Trustee and Notes Collateral Agent.
AGREEMENT AND PLAN OF MERGER by and among XPO LOGISTICS, INC. CANADA MERGER CORP. and CON-WAY INC. Dated as of September 9, 2015Merger Agreement • September 10th, 2015 • XPO Logistics, Inc. • Transportation services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 9, 2015, by and among XPO Logistics, Inc., a Delaware corporation (“Parent”), Canada Merger Corp., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”) and Con-way Inc., a Delaware corporation (the “Company”).
XPO LOGISTICS, INC. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee First Supplemental Indenture Dated as of September 26, 2012 to Indenture Dated as of September 26, 2012 4.50% Convertible Senior Notes due 2017First Supplemental Indenture • September 26th, 2012 • XPO Logistics, Inc. • Transportation services • New York
FIRST SUPPLEMENTAL INDENTURE dated as of September 26, 2012 (this “Supplemental Indenture”) between XPO Logistics, Inc., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States, as trustee (the “Trustee”, as more fully set forth in Section 1.01), supplementing the Indenture relating to “Senior Notes” dated as of September 26, 2012, between the Company and the Trustee (the “Base Indenture” and, as amended and supplemented by this Supplemental Indenture, and as it may be further amended or supplemented from time to time with respect to the Notes, the “Indenture”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 2nd, 2022 • XPO Logistics, Inc. • Transportation services • Delaware
This Employment Agreement (this “Agreement”), effective as of the date set forth on Exhibit A (the “Promotion Date”), by and between XPO Logistics, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and the individual named on Exhibit A (“Employee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 16th, 2005 • Segmentz Inc • Transportation services • Michigan
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of July 1, 2005 (the “Effective Date”), between Segmentz, Inc., a Delaware corporation, whose principal place of business is 429 Post Rd, Buchanan, MI 49107 (the “Company”) and Mike Welch, an individual whose address is 3039 Sundance Path, Stevensville, MI 49127 (the “Executive”).
CREDIT AGREEMENT DATED AS OF JUNE 23, 2021 AMONG GXO LOGISTICS, INC., as the Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, and CITIBANK, N.A., as Administrative Agent and an Issuing Lender CITIBANK, N.A., BARCLAYS BANK PLC,Credit Agreement • June 23rd, 2021 • XPO Logistics, Inc. • Transportation services • New York
This Credit Agreement, dated as of June 23, 2021, is among GXO Logistics, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time to time parties hereto, the institutions from time to time parties hereto as Lenders (whether by execution of this Agreement or an assignment pursuant to Section 12.01), and Citibank, N.A., as Administrative Agent and an Issuing Lender.
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of ###GRANT_DATE### (the “Grant Date”) between XPO, INC., a Delaware corporation (the “Company”), and...Performance-Based Restricted Stock Unit Award Agreement • May 3rd, 2024 • XPO, Inc. • Transportation services • Delaware
This Performance-Based Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award of performance-based restricted stock units with respect to a target number of shares (the “Target Amount”) of the Company’s Common Stock, $0.001 par value (“Share”) equal to ###TOTAL_AWARDS### performance-based restricted stock units (this “Award”), that is subject to the terms and conditions specified herein (each such restricted stock unit, an “RSU”) and that are granted to you under the XPO Logistics, Inc. 2016 Omnibus Incentive Compensation Plan, as amended (the “Plan”). This Award provides you with the opportunity to earn, subject to the terms of this Award Agreement, Shares or cash, as set forth in Section 3 of this Award Agreement.
CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • August 4th, 2023 • XPO, Inc. • Transportation services • Delaware
This CHANGE IN CONTROL AND SEVERANCE AGREEMENT (this “Agreement”) is made and entered into by and between XPO, INC., a Delaware corporation (the “Company”), and Kyle Wismans (“Employee”). Certain capitalized terms used in this Agreement are defined in Section 7 below.
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED REVOLVING LOAN CREDIT AGREEMENT March 22, 2018Revolving Loan Credit Agreement • May 7th, 2018 • XPO Logistics, Inc. • Transportation services • New York
This SECOND AMENDED AND RESTATED REVOLVING LOAN CREDIT AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, this “Agreement”), dated as of October 30, 2015, by and among XPO LOGISTICS, INC., a Delaware corporation (“Parent Borrower”), and certain of Parent Borrower’s wholly-owned domestic subsidiaries from time to time signatory hereto, as borrowers (collectively, referred to herein as the “U.S. Borrowers” and each, individually, as a “U.S. Borrower”), XPO Logistics Canada Inc., an Ontario corporation (“XPO Canada”), and certain of Parent Borrower’s wholly-owned other Canadian subsidiaries from time to time signatory hereto, as borrowers (collectively, referred to herein as the “Canadian Borrowers” and each, individually, as a “Canadian Borrower” and together with the U.S. Borrowers, collectively, referred to herein as “Borrowers” and each, individually, as a “Borrower”); the other Credit Parties (with such term and each other capitaliz
REGISTRATION RIGHTS AGREEMENT by and among JACOBS PRIVATE EQUITY, LLC, THE OTHER HOLDERS OF REGISTRABLE SECURITIES AND DESIGNATED SECURED LENDERS and XPO LOGISTICS, INC. Dated as of September 2, 2011Registration Rights Agreement • September 6th, 2011 • XPO Logistics, Inc. • Transportation services • Delaware
REGISTRATION RIGHTS AGREEMENT dated as of September 2, 2011 (this “Agreement”), by and among JACOBS PRIVATE EQUITY, LLC (the “Investor Representative”), each of the other Holders (as defined below), each Designated Secured Lender (as defined below) and XPO LOGISTICS, INC., a Delaware corporation (the “Company”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 8th, 2004 • Segmentz Inc • Transportation services • Florida
This Stock Purchase Agreement (the “"Agreement"”) entered into on August 9, 2004, by and among Segmentz, Inc., a Delaware corporation (the "Buyer"), and Mike Welch, John Welch, Jim Welch, Keith Avery and Ralf Mojsiejenko (collectively the "Sellers"). The Buyer and the Sellers are referred to collectively herein as the "Parties."
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN XPO LOGISTICS, INC. AND GXO LOGISTICS, INC. DATED AS OF AUGUST 1, 2021Employee Matters Agreement • August 3rd, 2021 • XPO Logistics, Inc. • Transportation services • Delaware
This EMPLOYEE MATTERS AGREEMENT, dated as of August 1, 2021 (this “Agreement”), is by and between XPO Logistics, Inc., a Delaware corporation (“Parent”), and GXO Logistics, Inc., a Delaware corporation (“SpinCo”).
RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of ###GRANT_DATE###, (the “Grant Date”), between XPO, INC., a Delaware corporation (the “Company” or “XPO”), and ###PARTICIPANT_NAME###Restricted Stock Unit Award Agreement • May 3rd, 2024 • XPO, Inc. • Transportation services • Delaware
This Restricted Stock Unit Award Agreement, including any additional terms and conditions for your country set forth in the appendix attached thereto (the “Appendix”, together with this Restricted Stock Unit Award Agreement, this “Award Agreement”) sets forth the terms and conditions of an award of ###TOTAL_AWARDS### restricted stock units (this “Award”) that are subject to the terms and conditions specified herein (each such restricted stock unit, an “RSU”) and that are granted to you under the XPO Logistics, Inc. 2016 Omnibus Incentive Compensation Plan, as amended (the “Plan”). This Award provides you with the opportunity to earn, subject to the terms of this Award Agreement, shares of the Company’s Common Stock, $0.001 par value (each, a “Share”), or cash, as set forth in Section 3 of this Award Agreement.
INTELLECTUAL PROPERTY LICENSE AGREEMENT BY AND BETWEEN XPO Logistics, INC. AND XPO NAT SOLUTIONS, LLC Dated as of October 24, 2022Intellectual Property License Agreement • October 25th, 2022 • XPO Logistics, Inc. • Transportation services • Delaware
This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”), dated as of October 24, 2022 (the “Effective Date”), is by and between XPO Logistics, Inc., a Delaware corporation (“Parent”), and XPO NAT Solutions, LLC, a Delaware limited liability company (“OpCo” and, together with Parent, the “Parties”).
AGREEMENT AND PLAN OF MERGER by and among NEW BREED HOLDING COMPANY, XPO LOGISTICS, INC., NEXUS MERGER SUB, INC. and NB REPRESENTATIVE, LLC, solely in its capacity as the Representative July 29, 2014Merger Agreement • July 30th, 2014 • XPO Logistics, Inc. • Transportation services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 29, 2014, is made by and among New Breed Holding Company, a Delaware corporation (the “Company”), XPO Logistics, Inc., a Delaware corporation (“Parent”), Nexus Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”), and NB Representative, LLC, a Delaware limited liability company, solely in its capacity as the representative for the Company’s securityholders (the “Representative”). Parent, Merger Sub and the Company, and, solely in its capacity as and solely to the extent applicable, the Representative, shall be referred to herein from time to time as a “Party” and collectively as the “Parties”. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XII below.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 22nd, 2011 • Express-1 Expedited Solutions Inc • Transportation services • Michigan
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is dated March 21, 2011, and effective as of January 1, 2011 (the “Effective Date”), between Express-1 Expedited Solutions, Inc., a Delaware corporation (the “Company”) and John Welch (the “Executive”).
Express-1 Expedited Solutions, Inc. Saint Joseph, Michigan 49085Employment Agreement • November 10th, 2011 • XPO Logistics, Inc. • Transportation services • Michigan
This letter amendment will become effective immediately upon its execution by all parties hereto; provided, however, that this letter amendment will be null and void ab initio and of no further force or effect if the Investment Agreement is terminated prior to the closing of the Investment (the “Closing”) (it being understood that, except to the extent provided with respect to the New Options (as defined below), neither Parent nor any of its subsidiaries will have any liabilities hereunder unless and until the Closing occurs). All capitalized terms used in this letter amendment but not otherwise defined herein will have the same meaning as defined in the Employment Agreement.
RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of November 1, 2022 (the “Grant Date”) between XPO LOGISTICS, INC., a Delaware corporation (the “Company” or “XPO”), and Mario Harik.Restricted Stock Unit Award Agreement • February 13th, 2023 • XPO, Inc. • Transportation services • Delaware
This Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award of 221,923 restricted stock units (this “Award”) that are subject to the terms and conditions specified herein (each such restricted stock unit, an “RSU”) and that are granted to you under the XPO Logistics, Inc. 2016 Omnibus Incentive Compensation Plan (the “Plan”). This Award Agreement supersedes and replaces in its entirety (i) the award agreement pursuant to which the award of performance-based restricted stock units was granted to you in August 2018 (the “2018 PSU Award”) and (ii) the award agreement pursuant to which the award of performance-based restricted stock units was granted to you in June 2019 (the “2019 PSU Award”), and, in each case, all amendments and modifications thereto that precede the Grant Date, with the effect that the 2018 PSU Award and the 2019 PSU Award, to the extent that such awards remain outstanding immediately prior to the Grant Date, are c
AMENDMENT NO. 7 TO sECOND AMENDED AND RESTATED REVOLVING LOAN CREDIT AGREEMENT February 6, 2023Revolving Loan Credit Agreement • February 6th, 2023 • XPO, Inc. • Transportation services • New York
This SECOND AMENDED AND RESTATED REVOLVING LOAN CREDIT AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, this “Agreement”), dated as of October 30, 2015, by and among XPO, INC. (f/k/a XPO LOGISTICS, INC.), a Delaware corporation (“Parent Borrower”), and certain of Parent Borrower’s wholly-owned domestic subsidiaries from time to time signatory hereto, as borrowers (collectively, referred to herein as the “U.S. Borrowers” and each, individually, as a “U.S. Borrower”), XPO Logistics Freight Canada Inc., an Ontario corporation, and certain of Parent Borrower’s wholly-owned other Canadian subsidiaries from time to time signatory hereto, as borrowers (collectively, referred to herein as the “Canadian Borrowers” and each, individually, as a “Canadian Borrower” and together with the U.S. Borrowers, collectively, referred to herein as “Borrowers” and each, individually, as a “Borrower”); the other Credit Parties (with such term and each othe
RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN (AS AMENDED), dated as of ###GRANT_DATE###, between XPO, Inc., a Delaware corporation (the “Company”), and ###PARTICIPANT_NAME###Restricted Stock Unit Award Agreement • February 8th, 2024 • XPO, Inc. • Transportation services • Delaware
This Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award of ###TOTAL_AWARDS### restricted stock units (this “Award”) that are subject to the terms and conditions specified herein (each such restricted stock unit, an “RSU”) and that are granted to you under the XPO Logistics, Inc. 2016 Omnibus Incentive Compensation Plan, as amended (the “Plan”). This Award constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to you, subject to the terms of this Award Agreement, shares of the Company’s Common Stock, $0.001 par value (“Shares”), or cash, as set forth in Section 3 of this Award Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • November 2nd, 2022 • XPO Logistics, Inc. • Transportation services • Delaware
This Employment Agreement (this “Agreement”), effective as of the date set forth on Exhibit A (the “Start Date”), by and between XPO Logistics, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and the individual named on Exhibit A (“Employee”).
ASSET PURCHASE AGREEMENT DATED AS OF DECEMBER 4, 2023 BY AND AMONG XPO, INC., AS PURCHASER, AND YELLOW CORPORATION AND ITS SUBSIDIARIES NAMED HEREIN, AS SELLERSAsset Purchase Agreement • December 21st, 2023 • XPO, Inc. • Transportation services • Delaware
This Asset Purchase Agreement (this “Agreement”), dated as of December 4, 2023, is made by and among XPO, Inc., a Delaware corporation (“Purchaser”), and Yellow Corporation, a Delaware corporation (as in existence on the date hereof, as a debtor-in-possession “Yellow”) and the Subsidiaries of Yellow that are indicated on the signature pages attached hereto (each a “Seller” and collectively with Yellow, the “Sellers”). Purchaser and Sellers are referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings set forth herein, including Article XI.
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of March 7, 2022 (the “Grant Date”) between XPO LOGISTICS, INC., a Delaware corporation (the “Company”), and [Name].Performance-Based Restricted Stock Unit Award Agreement • May 10th, 2022 • XPO Logistics, Inc. • Transportation services • Delaware
This Performance-Based Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award of performance-based restricted stock units with respect to a number of shares of the Company’s Common Stock, $0.001 par value (“Share”) equal to [●] (this “Award”), that is subject to the terms and conditions specified herein (each such restricted stock unit, an “RSU”) and that are granted to you under the XPO Logistics, Inc. 2016 Omnibus Incentive Compensation Plan (the “Plan”). This Award provides you with the opportunity to earn, subject to the terms of this Award Agreement, Shares or cash, as set forth in Section 3 of this Award Agreement.
INTELLECTUAL PROPERTY LICENSE AGREEMENT BY AND BETWEEN XPO LOGISTICS, INC. AND GXO LOGISTICS, INC. Dated as of July 30, 2021Intellectual Property License Agreement • August 3rd, 2021 • XPO Logistics, Inc. • Transportation services • Delaware
This INTELLECTUAL PROPERTY LICENSE AGREEMENT, dated as of July 30, 2021 (this “Agreement”), is by and between XPO Logistics, Inc., a Delaware corporation (“Parent”), and GXO Logistics, Inc., a Delaware corporation (“SpinCo” and, together with Parent, the “Parties”).
ContractVoting Agreement • June 14th, 2011 • Express-1 Expedited Solutions Inc • Transportation services • Delaware
VOTING AGREEMENT, dated as of June 13, 2011 (this “Agreement”), between Jacobs Private Equity, LLC (the “Investor Representative”) and Daniel Para (“Stockholder”).
AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 2nd, 2015 • XPO Logistics, Inc. • Transportation services • New York
This AMENDED AND RESTATED REVOLVING LOAN CREDIT AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, this “Agreement”), dated as of April 1, 2014 and, amended as of August 8, 2014 and as further amended as of May 29, 2015, by and among XPO LOGISTICS, INC., a Delaware corporation (“Parent Borrower”), and certain of Parent Borrower’s wholly-owned domestic subsidiaries signatory hereto, as borrowers (collectively, referred to herein as the “U.S. Borrowers” and each, individually, as a “U.S. Borrower”), XPO Logistics Canada Inc., an Ontario corporation (“XPO Canada”), and certain of Parent Borrower’s wholly-owned other Canadian subsidiaries signatory hereto, as borrowers (collectively, referred to herein as the “Canadian Borrowers” and each, individually, as a “Canadian Borrower” and together with the U.S. Borrowers, collectively, referred to herein as the “Borrowers” and each, individually, as a “Borrower”); the other Credit Parties (with
TENDER OFFER AGREEMENT BETWEEN XPO LOGISTICS, INC. AND NORBERT DENTRESSANGLE S.A. DATED AS OF April 28, 2015Tender Offer Agreement • April 29th, 2015 • XPO Logistics, Inc. • Transportation services
NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth herein, intending to be legally bound hereby, the Parties agree as follows:
XPO ESCROW SUB, LLC to be merged with and into RXO, Inc., as the Company and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as the Trustee 7.500% Notes due 2027 First Supplemental Indenture Dated as of October 25, 2022 to Indenture dated as of October...First Supplemental Indenture • October 25th, 2022 • XPO Logistics, Inc. • Transportation services • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of October 25, 2022 (“First Supplemental Indenture”), to the Indenture dated as of October 25, 2022 (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular Series of debt securities that are not the Notes, the “Base Indenture” and, as amended, modified and supplemented by this First Supplemental Indenture, the “Indenture”), by and between XPO ESCROW SUB, LLC (the “Escrow Issuer” and, prior to the Merger, the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (the “Trustee”).
INVESTMENT AGREEMENT by and among XPO LOGISTICS, INC. and THE PURCHASERS set forth on the signature page hereto Dated as of May 29, 2015Investment Agreement • June 1st, 2015 • XPO Logistics, Inc. • Transportation services • New York
This INVESTMENT AGREEMENT (this “Agreement”), dated as of May 29, 2015, is by and among XPO Logistics, Inc., a Delaware corporation (the “Company”), and the Purchaser(s) set forth on the signature page hereto (each a “Purchaser” and collectively, “Purchasers”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article I.
DEFINITIONSRevolving Loan Agreement • November 9th, 2005 • Segmentz Inc • Transportation services • Michigan
