Modification to Terms of Employment for John T. Wilson March 27, 2014

Exhibit 10.4

Modification to Terms of Employment for Xxxx X. Xxxxxx

March 27, 2014

Dear Xxxx:

The following will modify your Employment Agreement dated June 25, 2012, as amended pursuant to a letter agreement dated December 30, 2012 (the “Employment Agreement”) with Quality Distribution, Inc. (the “Company) effective as of March 3, 2014 (the “Effective Date”).

1. Section 3.1 is amended by substituting the following for the first sentence thereof:

As compensation for all services to be rendered pursuant to this Agreement, the Company agrees to pay to the Executive during the Term a base salary, payable bi-weekly, at the annual rate of $275,000 (the “Base Salary”).

2. Section 3.5 is amended by substituting the following for the first sentence thereof:

The Executive shall be eligible at the discretion of the Compensation Committee, to receive an annual equity award, at target, equal to 75% of Executive’s base salary compensation.

The Company requests your signature and your subsequent delivery of this letter agreement to the Company to evidence confirmation of your understanding of, and agreement to, the above-described changes to the terms of your employment as of the Effective Date. Except as set forth herein, all other terms and provisions of the Employment Agreement remain unchanged and in full force and effect.

QUALITY DISTRIBUTION, INC.
By:		/s/ Xxxx X. Xxxxx
		Xxxx X. Xxxxx
		Chief Executive Officer
Agreed to and accepted as of the date first written above.
By:		/s/ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx