SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN XPO LOGISTICS, INC. AND RXO, INC. DATED AS OF [l], 2022Separation and Distribution Agreement • September 28th, 2022 • Rxo, LLC • Transportation services • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [l], 2022 (this “Agreement”), is by and between XPO Logistics, Inc., a Delaware corporation (“Parent”), and RXO, Inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
TRANSITION SERVICES AGREEMENT BY AND BETWEEN XPO LOGISTICS, INC. AND RXO, INC. DATED AS OF [●], 2022Transition Services Agreement • September 28th, 2022 • Rxo, LLC • Transportation services • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of [●], 2022, by and between XPO Logistics, Inc., a Delaware corporation (“Parent”), and RXO, Inc., a Delaware corporation (“SpinCo”).
TAX MATTERS AGREEMENT BY AND BETWEEN XPO LOGISTICS, INC. AND RXO, INC. DATED AS OF [●], 2022Tax Matters Agreement • September 28th, 2022 • Rxo, LLC • Transportation services • Delaware
This TAX MATTERS AGREEMENT, dated as of [●], 2022 (this “Agreement”), is by and between XPO Logistics, Inc., a Delaware corporation (“XPO”) and RXO, Inc., a Delaware corporation and a wholly owned subsidiary of XPO (“SpinCo”) (collectively, the “Companies” and each a “Company”).
REGISTRATION RIGHTS AGREEMENT by and among JACOBS PRIVATE EQUITY, LLC, THE OTHER HOLDERS OF REGISTRABLE SECURITIES AND DESIGNATED SECURED LENDERS FROM TIME TO TIME PARTY HERETO and RXO, INC. Dated as of [ ], 2022Registration Rights Agreement • September 28th, 2022 • Rxo, LLC • Transportation services • Delaware
FORM OF EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN XPO LOGISTICS, INC. AND RXO, INC. DATED AS OF [l], 2022Employee Matters Agreement • September 28th, 2022 • Rxo, LLC • Transportation services • Delaware
This EMPLOYEE MATTERS AGREEMENT, dated as of [l], 2022 (this “Agreement”), is by and between XPO Logistics, Inc., a Delaware corporation (“Parent”), and RXO, Inc., a Delaware corporation (“SpinCo”).
INTELLECTUAL PROPERTY LICENSE AGREEMENT BY AND BETWEEN XPO LOGISTICS, INC. AND Dated as of [●], 2022Intellectual Property License Agreement • September 28th, 2022 • Rxo, LLC • Transportation services • Delaware
This INTELLECTUAL PROPERTY LICENSE AGREEMENT, dated as of [●], 2022 (this “Agreement”), is by and between XPO Logistics, Inc., a Delaware corporation (“Parent”), and [________], a [●] (“OpCo” and, together with Parent, the “Parties”).
AWARD AGREEMENT UNDER THE XPOAward Agreement • September 28th, 2022 • Rxo, LLC • Transportation services • Delaware
This Award Agreement (this “Award Agreement”) sets forth the terms and conditions of a cash award (this “Award”) that are subject to the terms and conditions specified herein granted to you under the XPO Logistics, Inc. Cash LongTerm Incentive Plan (the “Plan”). This Award provides you with the opportunity to earn, subject to the terms of this Award Agreement, up to $200,000 of cash, as set forth in Section 3 of this Award Agreement.
