EXHIBIT 10.21
[YELLOW ROADWAY LOGO]
YELLOW ROADWAY CORPORATION
SHARE UNIT AGREEMENT
[NAME OF GRANTEE]
GRANTEE
DATE OF GRANT:
TOTAL NUMBER OF UNITS
GRANTED:
VESTING SCHEDULE: [LTIP: 50% OF THE UNITS VEST ON THE THIRD ANNIVERSARY
OF THE DATE OF GRANT (SUBJECT TO THE ADDITIONAL
HOLDING PERIOD DESCRIBED HEREIN); AND THE REMAINING
50% OF THE SHARES VEST ON THE SIXTH ANNIVERSARY OF
THE DATE OF GRANT.
THE COMPANY WILL NOT DELIVER ANY SHARES WITH RESPECT
TO VESTED UNITS UNTIL THE EARLIER OF THE SIXTH
ANNIVERSARY FROM THE DATE OF GRANT, TERMINATION OF
THE GRANTEE'S EMPLOYMENT WITH THE COMPANY, DEATH,
DISABILITY OR A CHANGE OF CONTROL (AS DESCRIBED IN
THE TERMS AND CONDITIONS)]
[ESP: 100% OF THE UNITS VEST ON THE THIRD ANNIVERSARY
OF THE DATE OF GRANT]
GRANT OF SHARE UNITS
Pursuant to action taken by the Compensation Committee (the "Committee") of the
Board of Directors of YELLOW ROADWAY CORPORATION, a Delaware corporation (the
"Company"), for the purposes of administration of the Yellow Roadway Corporation
[2002 Stock Option and Share Award Plan][2004 Long-Term Incentive and Equity
Award Plan] or any successor thereto (the "Plan"), the above-named Grantee is
hereby granted rights to receive the above number of shares of the Company's $1
par value per share common stock in accordance with the Vesting Schedule
described above on a one share per one unit basis and subject to the other terms
and conditions described in this Share Unit Agreement (this "Agreement").
By your acceptance of the Share Units (the "Units") represented by this
Agreement, you agree that the Units are granted under and governed by the terms
of the Plan, this Agreement and the Terms and Conditions of Share Agreements
(_____, 20__) attached to this Agreement; you acknowledge that you have
received, reviewed and understand the Plan, including the provisions that the
Committee's decision on any matter arising under the Plan is conclusive and
binding; and you agree that this Agreement amends and supercedes any other
agreement or statement, oral or written, in its entirety regarding the vesting
or holding period of these Units.
YELLOW ROADWAY CORPORATION
_________________________________
Name:
Title:
Agreement agreed and
accepted by:
_____________________________
Grantee Name: _______________
YELLOW ROADWAY CORPORATION
TERMS AND CONDITIONS
OF
SHARE UNIT AGREEMENTS
_____________, 20___
These Terms and Conditions are applicable to Share Units (the "Units")
granted pursuant to the YELLOW ROADWAY CORPORATION [2002 STOCK OPTION AND SHARE
AWARD PLAN][2004 LONG-TERM INCENTIVE AND EQUITY AWARD PLAN] or any successor
thereto (the "Plan").
1. ACCELERATION OF VESTING. Notwithstanding the provisions of the vesting
schedule provided in the Share Unit Agreement, the vesting of the
underlying shares for each Unit may be accelerated in the following
circumstances:
1.1 Death or Permanent and Total Disability. If the Grantee dies
or is deemed to be "permanently and totally disabled" (as
defined herein) while in the employ of the Company or a
subsidiary of the Company (a "Subsidiary") and prior to the
time the Units vest, the Units shall become fully vested and
convert to shares of Yellow Roadway Corporation common stock.
For purposes of this Section, a Grantee shall be considered
"permanently and totally disabled" if he is unable to engage
in any substantial gainful employment by reason of any
medically determinable physical or mental impairment that can
be expected to result in death or that has lasted or can be
expected to last for a continuous period of not less than 12
months. The existence of a permanent and total disability
shall be evidenced by such medical certification as the
Secretary of the Company shall require and as the Committee
approves.
1.2 Change of Control of the Company. If a "Change of Control" of
the Company occurs while the Grantee is in the employ of the
Company or a Subsidiary prior to the time the Units vest, the
Units shall become fully vested and convert to shares of
Yellow Roadway Corporation common stock. For the purposes of
this Section, a "Change of Control" shall be deemed to have
taken place if:
1.2.1 a third person, including a "group" as
defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended,
purchases or otherwise acquires shares of
the Company after the date of grant and as a
result thereof becomes the beneficial owner
of shares of the Company having 20% or more
of the total number of votes that may be
cast for election of directors of the
Company; or
1.2.2 as the result of, or in connection with any
cash tender or exchange offer, merger or
other Business Combination, or contested
election, or any combination of the
foregoing transactions, the Continuing
Directors shall cease to constitute a
majority of the Board of Directors of the
Company or any successor to the Company.
For the purposes of this Section, "Business Combination" means
any transaction that is referred to in any one or more of
clauses (a) through (e) of Section 1 of Subparagraph A of
Article Seventh of the Certificate of Incorporation of the
Company; and "Continuing Director" means a director of the
Company who meets the definition of Continuing Director
contained in Section 7 of Subparagraph C of Article Seventh of
the Certificate of Incorporation of the Company.
Yellow Roadway Corporation
Terms and Conditions of
Share Units
___________, 20___
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2. LAPSE OF RIGHTS UPON TERMINATION OF EMPLOYMENT.
Except as provided above, upon termination of the Grantee's employment
with the Company or any Subsidiary, the Grantee shall forfeit any
unvested Unit.
3. TRANSFERS OF EMPLOYMENT; AUTHORIZED LEAVE.
3.1 Transfers of Employment. Transfers of employment between the
Company and a Subsidiary, or between Subsidiaries, shall not
constitute a termination of employment for purposes of the
Unit.
3.2 Authorized Leave. Authorized leaves of absence from the
Company shall not constitute a termination of employment for
purposes of the Unit. For purposes of the Unit, an authorized
leave of absence shall be an absence while the Grantee is on
military leave, sick leave, or other bona fide leave of
absence so long as the Grantee's right to employment with the
Company is guaranteed by statute, a contract or Company
policy.
5.3 Withholding. To the extent the Grantee has taxable income in
connection with the grant or vesting of the Unit or the
delivery of shares of Company common stock, the Company is
authorized to withhold from any compensation payable to
Grantee, including shares of common stock that the Company is
to deliver to the Grantee, any taxes required to be withheld
by foreign, federal, state, provincial or local law. By
executing the Share Unit Agreement, the Grantee authorizes the
Company to withhold any applicable taxes.
4. NON-TRANSFERABILITY. No rights under the Share Unit Agreement shall be
transferable otherwise than by will, the laws of descent and
distribution or pursuant to a Qualified Domestic Relations Order
("QDRO"), and, except to the extent otherwise provided herein, the
rights and the benefits of the Share Unit Agreement may be exercised
and received, respectively, during the lifetime of the Grantee only by
the Grantee or by the Grantee's guardian or legal representative or by
an "alternate payee" pursuant to a QDRO.
5. LIMITATION OF LIABILITY. Under no circumstances will the Company be
liable for any indirect, incidental, consequential or special damages
(including lost profits) of any form incurred by any person, whether or
not foreseeable and regardless of the form of the act in which such a
claim may be brought, with respect to the Plan or the Company's role as
Plan sponsor.
6. UNITS SUBJECT TO PLAN. A copy of the Plan is included with the Share
Unit Agreement. The provisions of the Plan as now in effect and as the
Plan may be amended in the future (but only to the extent such
amendments are allowed by the provisions of the Plan) are hereby
incorporated in the Share Unit Agreement by reference as though fully
set forth herein. Upon request to the Secretary of the Company, a
Grantee may obtain a copy of the Plan and any amendments.
7. DEFINITIONS. Unless redefined herein, all terms defined in the Plan
have the same meaning when used as capitalized terms in this Agreement.
8. COMPLIANCE WITH REGULATORY REQUIREMENTS. Notwithstanding anything else
in the Plan, the shares received upon vesting of the Units may not be
sold, pledged or hypothecated until such time as the Company complies
with all regulatory requirements regarding registration of the Shares
to be issued under the terms of the Plan.
Yellow Roadway Corporation
Terms and Conditions of
Share Units
___________, 20___
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