First Amendment to Non-Competition, Non-Solicitation, Non-Disparagement and Confidentiality Agreement

Exhibit 10.9

First Amendment to Non-Competition, Non-Solicitation, Non-Disparagement and

Confidentiality Agreement

This First Amendment to Non-Competition, Non-Solicitation, Non-Disparagement and Confidentiality Agreement (“Amendment”) dated March 6, 2011, is between YRC Worldwide Inc. (“YRCW”) and Xxxxxx Xxxxxx (“Xxxxxx”). YRCW and Xxxxxx are herein sometimes referred to individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, YRCW and Xxxxxx are parties to a Non-Competition, Non-Solicitation, Non-Disparagement and Confidentiality Agreement dated November 25, 2009 (the “Original Non-Compete”);

WHEREAS, the Parties now desire to amend the Original Non-Compete as provided in this Amendment to only restrict or prohibit certain activities by Xxxxxx with regard to certain businesses as further described herein;

NOW, THEREFORE, in consideration of Xxxxxx’x agreement to not resign her employment prior to March 31, 2011, all of the foregoing, and the mutual terms, agreements and conditions hereinafter set forth, YRCW and Xxxxxx hereby agree as follows:

1. Non-Competition. The Parties have agreed to amend certain restrictions set forth in the second and third sentences in Section 1 of the Original Non-Compete. Accordingly, the second and third sentences in Section 1 of the Original Non-Compete shall be amended and restated in their entirety to read as follows:

Therefore, you agree that so long as the Company employs you and during the Restricted Period (defined below), you shall not, and shall cause your controlled affiliates not to, directly or indirectly (other than in your capacity as an employee of the Company), own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain an interest in (proprietary, financial, or otherwise), or participate in the ownership, management, operation, or control of any Restricted Business (as defined below) in any geographic region for which you had direct or indirect responsibility on behalf of the Company or in any geographic region for which you had confidential information of the Company. For this purpose, “Restricted Business” means (A) any of XX Xxxxxxxx Co, Xxxxxxxxx National Logistics, Ryder Carrier Management Services, Logistics Management Inc., Echo Global Logistics, AFS Logistics, Capital Trans Solutions, Xxxxxx-Xxxxxx Logistics, Unishippers, Xxxxxxxxxxxx.xxx or any of their affiliates or successors, (B) any other company listed under the “Less-Than-Truckload” or

FIRST AMENDMENT TO NON-COMPETITION, NON-SOLICITATION, NON-DISPARAGEMENT AND CONFIDENTIALITY AGREEMENT -

PAGE 1

“Truckload” columns of Attachment 1 hereto and (C) any third party logistics provider that is a controlled affiliate of an entity described in clause (B). It shall not be a violation of Sections 1 or 2 if you become the registered or beneficial owner of up to 5% of any class of the capital stock of a business that is either registered under the Securities Exchange Act of 1934, as amended, or is traded on any foreign stock exchange or if you become employed by or maintain an interest in a law, accounting, consulting or financial advisory firm so long as you do not personally provide advice or services to any Restricted Businesses, as an employee or interest owner during the Restricted Period.

2. Non-Solicitation. The Parties have agreed to amend Section 2.d. of the Original Non-Compete. Accordingly, Section 2.d. of the Original Non-Compete shall be amended and restated in its entirety to read as follows:

d. develop a business relationship with any actual or prospective client, customer, supplier or licensor to cause, induce, or encourage such individual to become a client, customer, supplier, or licensor of any Restricted Businesses.

3. Non-Disparagement. The Parties have agreed to amend Section 3 of the Original Non-Compete. Accordingly, Section 3 of the Original Non-Compete shall be amended and restated in its entirety to read as follows:

Except for truthful statements to comply with law or legal process, you represent and agree that you will not make any derogatory, disparaging or false statements intended to harm the business or personal reputation of YRCW or any related companies or their officers and employees. Except for truthful statements to comply with law or legal process, YRCW will not make or authorize any derogatory, disparaging or false statements intended to your business reputation or personal reputation.

4. Termination. The Parties have agreed to amend the Original Non-Compete by adding a new Section 7 entitled “Termination.” Section 7 shall read as follows:

7. Termination. You shall have the right to terminate your obligations under Section 1 hereunder after any rejection under section 365 of title 11 of the United States Code of the Separation and Release Agreement, dated March 6, 2011, by and between you and YRCW.

5. Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one in the same instrument.

FIRST AMENDMENT TO NON-COMPETITION, NON-SOLICITATION, NON-DISPARAGEMENT AND CONFIDENTIALITY AGREEMENT -

PAGE 2

Agreed to by:
YRC Worldwide Inc.
By:		/s/ Xxxxxxx Xxxxxxx

Name printed:         Xxxxxxx Xxxxxxx

Title:		Chairman and CEO
Date:		March 6, 2011

and

Xxxxxx Xxxxxx

Signature:       /s/ Xxxxxx Xxxxxx

Dated:             March 6, 2011

FIRST AMENDMENT TO NON-COMPETITION, NON-SOLICITATION, NON-DISPARAGEMENT AND CONFIDENTIALITY AGREEMENT -

PAGE 3

Attachment 1

to

First Amendment to Non-Competition, Non-Solicitation,

Non-Disparagement and Confidentiality Agreement

Dated 3-6-2011

LESS-THAN-TRUCKLOAD		TRUCKLOAD
FedEx Freight		Xxxxxxxxx National Carriers
YRC National Transportation		Swift Transportation
Con-way Freight		Xxxxxx Enterprises
UPS Freight		U.S. Xpress Enterprises
ABF Freight System		Landstar System
YRC Regional Transportation		Knight Transportation
Xxxxx Express Lines		Crete Carrier Corp.
Old Dominion Freight Line		Con-way Truckload
R+L Carriers		TransForce Inc.
Xxxx Inc.		Greatwide Truckload
Xxxxxxx Express		Dart Transit Co.
Lynden Transport		Interstate Distributor Co.
Southeastern Freight Lines		Heartland Express
Vitran Express		X.X. Xxxx Truck
TransForce Inc.		Western Express
AAA Xxxxxx Transportation		Covenant Transport
Central Transport International		Celadon Group
New England Motor Freight		CRST Van Expedited
Roadrunner Transportation Systems		Groupe Xxxxxx
Xxxx Ohio Express		NFI Transportation
Armour Transport		Xxxxxx Group
Calyx Transportation Group		USA Truck
Central Freight Lines		X.X.X. Transportation Services
Dayton Freight Lines		Xxxxxx Trucking Inc.
A. Xxxx Xxxx Inc.		Challenger Group
New Century Transportation		Super Service LLC
Daylight Transport		Mesilla Valley Transportation
Xxxx Trucking		Xxxx Companies
Xxxxxx Trucking		Xxxx Carriers
Xxxxxxx and Xxxxxxx Trucking		Day and Xxxx Transportation Group
Milan Express Co.		Transport America
Oak Harbor Freight Lines		Xxxxx Systems
		Xxxxxxxx Truck Lines
		Xxxxxx Inc.
		Falcon Transport
		Tango Transport
		Xxxxx Transport
		SLH Transport
		G&P Trucking
		TransX
		CalArk Inc.
		USF Xxxx Xxxxx