EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2012 • XPO Logistics, Inc. • Transportation services • New York
This Employment Agreement (this “Agreement”), effective as of October 31, 2011, by and between XPO Logistics, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and Gordon Devens (“Employee”).
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2011 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of [•], between XPO Logistics, Inc., a Delaware corporation (the “Company”), and [•].Restricted Stock Unit Award Agreement • March 1st, 2012 • XPO Logistics, Inc. • Transportation services • Delaware
This Performance-Based Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of a target award of [•] performance-based 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. 2011 Omnibus Incentive Compensation Plan (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 (“Share”), or cash, as set forth in Section 3 this Award Agreement.
RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2011 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of [•] (the “Grant Date”), between XPO Logistics, Inc., a Delaware corporation (the “Company”), and [•].Restricted Stock Unit Award Agreement • March 1st, 2012 • XPO Logistics, Inc. • Transportation services • Delaware
This Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award of [•] 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. 2011 Omnibus Incentive Compensation Plan (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 (each, a “Share”), or cash, as set forth in Section 3 of this Award Agreement.
RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2011 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of [•], between XPO Logistics, Inc., a Delaware corporation (the “Company”), and [•].Restricted Stock Unit Award Agreement • March 1st, 2012 • XPO Logistics, Inc. • Transportation services • Delaware
This Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award of 2,500 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. 2011 Omnibus Incentive Compensation Plan (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.
OPTION AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2011 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of [•] between XPO Logistics, Inc., a Delaware corporation (the “Company”), and [•].Option Award Agreement • March 1st, 2012 • XPO Logistics, Inc. • Transportation services • Delaware
This Option Award Agreement (the “Award Agreement”) sets forth the terms and conditions of an award of options to purchase [•] shares (this “Award”) of the Company’s common stock, $0.001 par value per share (each, a “Share”), that are being granted to you on the date hereof (such date, the “Grant Date”), at an exercise price of $[•]1 per Share (the “Exercise Price”), that are subject to the terms and conditions specified herein (each such option to purchase one Share, an “Option”), and that are granted to you under the XPO Logistics, Inc. 2011 Omnibus Incentive Compensation Plan (the “Plan”). The Options are not intended to qualify as “incentive stock options” (within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended).
Express-1 Expedited Solutions, Inc. Saint Joseph, Michigan 49085Employment Agreement • March 1st, 2012 • XPO Logistics, Inc. • Transportation services
As you know, Jacobs Private Equity LLC, a Delaware limited liability company (the “Investor Representative”), certain other investors (such investors, together with the Investor Representative, the “Investors”), and Express-1 Expedited Solutions, Inc. (the “Company”), have entered into an investment agreement, dated June 13, 2011, as amended, modified or supplemented from time to time (the “Investment Agreement”), that will, subject to the satisfaction of the terms and conditions of the Investment Agreement, result in the Investors making an investment in the Company as contemplated by the Investment Agreement (the “Investment”). In connection with the Investment, the Company and you have agreed to amend your employment agreement with [—], dated [—] (the “Employment Agreement”), which amendment contemplates, among other things, the grant of certain options to purchase shares of the Company’s common stock, $0.01 par value per share (the “Stock”). Accordingly, the Board of Directors of t
OPTION AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2011 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of [•], between XPO Logistics, Inc., a Delaware corporation (the “Company”), and [•]. This Option Award Agreement (this “Award Agreement”) sets...Option Award Agreement • March 1st, 2012 • XPO Logistics, Inc. • Transportation services • Delaware
Express-1 Expedited Solutions, Inc. Saint Joseph, Michigan 49085XPO Logistics, Inc. • March 1st, 2012 • Transportation services
The Board of Directors of Express-1 Expedited Solutions, Inc. (the “Company”) is pleased to award you an Option pursuant to the provisions of the Company’s 2001 Stock Option Plan (the “Plan”). The Option was approved and granted on the date of this letter as set forth above (the “Grant Date”). This letter will describe the Option granted to you. Attached to this letter is a copy of the Plan. The terms of the Plan also set forth provisions governing the Option granted to you. Therefore, in addition to reading this letter you should also read the Plan. Your signature on this letter is an acknowledgment to us that you have read and understand the Plan and that you agree to abide by its terms. All terms not defined in this letter shall have the same meaning set forth in the Plan. To the extent the terms in this letter differ from the terms of the Plan, the terms in this letter shall govern.
