Modification to Terms of Employment for Gary R. Enzor March 27, 2014

Exhibit 10.1

Modification to Terms of Employment for Xxxx X. Xxxxx

March 27, 2014

Dear Xxxx:

The following will modify your Employment Agreement dated November 3, 2004, as amended pursuant to letter agreements dated June 14, 2007 and 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 $500,000 (the “Base Salary”).

2. Section 3.2 is amended by substituting the following for the second sentence thereof:

The annual cash bonus target opportunity shall be 85% of Base Salary, with an opportunity to receive such cash bonus (or greater) based upon Executive’s extraordinary individual performance as determined by the Board.

3. Section 3 is amended by inserting a new Section 3.5, and renumbering the prior Section 3.5 and the remaining sections (and references thereto) accordingly:

Annual Equity Award. The Executive shall be eligible at the discretion of the Compensation Committee, to receive an annual equity award, at target, equal to 150% of Executive’s base salary compensation. The Executive’s annual equity award, if any, shall be made at the same time as annual equity awards are normally made to similarly situated employees of the Company, pursuant to the Quality Distribution, Inc. 2012 Equity Incentive Plan (“Equity Plan”).

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. Xxxxxx
		Xxxx X. Xxxxxx
		Senior Vice President, General Counsel and Corporate Secretary
Agreed to and accepted as of the date first written above.
By:		/s/ Xxxx X. Xxxxx
		Xxxx X. Xxxxx