Common use of Compensation Other Than Severance Payments Clause in Contracts

Compensation Other Than Severance Payments. 5.1. Following a Change in Control and during the term of this Agreement, during any period that the Executive fails to perform the Executive's full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive's full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period, until the Executive's employment is terminated by the Company for Disability. Nothing in this Section 5.1 shall entitle Executive to any Company-provided insured or uninsured disability, sick pay or other similar wage replacement benefits in addition to the Company's payment of salary during the period of illness. 5.2. If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay the Executive's full salary to the Executive through the Date of Termination at the rate in effect at the time the Notice of Termination is given, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period. 5.3. If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay the Executive's normal post-termination compensation and benefits to the Executive and such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, this Company's retirement, insurance and other compensation or benefit plans, programs and arrangements. 5.4. Whether or not the Executive's employment has been terminated, following a Change in Control, the Company (or any successor to the Company in connection with such Change in Control) shall upon the Executive's demand purchase from the Executive any shares of Company or successor company stock then held by the Executive (the "Shares"). The Company and any successor shall not be under any such obligation at any time that there exists an established market for the Shares. The Company also shall not be under any such obligation at any time that the Executive's right to demand the purchase of the Shares, or the exercise of that right, would prohibit pooling of interests accounting in any acquisition of or by the Company. The price of such Shares shall be the greater of their fair market value or the per share consideration paid in connection with such Change in Control, if any. The purchase price for such Shares shall be paid by the Company or any successor in a single sum of cash within seven days following such demand, except as the Executive and Company may agree otherwise. 5.5. Whether or not the Executive's employment is later terminated, upon purchase of shares of common stock of the Company pursuant to the tender offer by Yellow Corporation and/or a subsidiary of the Yellow Corporation, the Company shall pay to the Executive a single sum of $315,000 less any required withholding as further set forth in Section 11.

Compensation Other Than Severance Payments. 5.1. 5.1 Following a Change in Control and during the term of this AgreementTerm, during any period that the Executive fails to perform the Executive's ’s full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive's full salary to the Executive ’s Annual Base Salary at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such periodperiod (other than any disability plan), until the Executive's ’s employment is terminated by the Company for Disability. Nothing in this Section 5.1 shall entitle Executive to any Company-provided insured or uninsured disability, sick pay or other similar wage replacement benefits in addition to the Company's payment of salary during the period of illness. 5.2. 5.2 If the Executive's ’s employment shall be terminated for any reason following a Change in Control and during the term Term, the Company shall pay, in addition to the payments and benefits due under Section 5(a) of the Employment Agreement and subject to the nonduplication of benefits provisions set forth in Section 12 of this Agreement, the Company shall pay the Executive's full salary ’s Annual Base Salary to the Executive through the Date of Termination at the rate in effect at immediately prior to the time the Notice Date of Termination is givenor, if higher, the rate in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of any the Company’s compensation and benefit plans, programs or benefit planarrangements as in effect immediately prior to the Date of Termination or, program if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or arrangement maintained by the Company during such periodcircumstance constituting Good Reason. 5.3. 5.3 If the Executive's ’s employment shall be terminated for any reason following a Change in Control and during the term Term, the Company shall, in addition to the payments and benefits due under Section 5(a) of the Employment Agreement and subject to the nonduplication of benefits provisions set forth in Section 12 of this Agreement, pay to the Company shall pay Executive the Executive's normal ’s post-termination compensation and benefits to the Executive and as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, this the Company's ’s retirement, insurance and other compensation or benefit plans, programs and arrangements. 5.4. Whether or not arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive's employment has been terminated, following a Change as in Control, the Company (or any successor effect immediately prior to the Company in connection with such Change in Control) shall upon the Executive's demand purchase from the Executive any shares of Company or successor company stock then held by the Executive (the "Shares"). The Company and any successor shall not be under any such obligation at any time that there exists an established market for the Shares. The Company also shall not be under any such obligation at any time that the Executive's right to demand the purchase occurrence of the Shares, first event or the exercise of that right, would prohibit pooling of interests accounting in any acquisition of or by the Company. The price of such Shares shall be the greater of their fair market value or the per share consideration paid in connection with such Change in Control, if any. The purchase price for such Shares shall be paid by the Company or any successor in a single sum of cash within seven days following such demand, except as the Executive and Company may agree otherwisecircumstance constituting Good Reason. 5.5. Whether or not the Executive's employment is later terminated, upon purchase of shares of common stock of the Company pursuant to the tender offer by Yellow Corporation and/or a subsidiary of the Yellow Corporation, the Company shall pay to the Executive a single sum of $315,000 less any required withholding as further set forth in Section 11.

Compensation Other Than Severance Payments. 5.1. Following a Change in Control and during the term of this Agreement, during any period that the Executive fails to perform the Executive's full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive's full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period, until the Executive's employment is terminated by the Company for Disability. Nothing in this Section 5.1 shall entitle Executive to any Company-provided insured or uninsured disability, sick pay or other similar wage replacement benefits in addition to the Company's payment of salary during the period of illness. 5.2. If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay the Executive's full salary to the Executive through the Date of Termination at the rate in effect at the time the Notice of Termination is given, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period. 5.3. If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay the Executive's normal post-termination compensation and benefits to the Executive and such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, this Company's retirement, insurance and other compensation or benefit plans, programs and arrangements. 5.4. Whether or not the Executive's employment has been terminated, following a Change in Control, the Company (or any successor to the Company in connection with such Change in Control) shall upon the Executive's demand purchase from the Executive any shares of Company or successor company stock then held by the Executive (the "Shares"). The Company and any successor shall not be under any such obligation at any time that there exists an established market for the Shares. The Company also shall not be under any such obligation at any time that the Executive's right to demand the purchase of the Shares, or the exercise of that right, would prohibit pooling of interests accounting in any acquisition of or by the Company. The price of such Shares shall be the greater of their fair market value or the per share consideration paid in connection with such Change in Control, if any. The purchase price for such Shares shall be paid by the Company or any successor in a single sum of cash within seven days following such demand, except as the Executive and Company may agree otherwise. 5.5. Whether or not the Executive's employment is later terminated, upon purchase of shares of common stock of the Company pursuant to the tender offer by Yellow Corporation and/or a subsidiary of the Yellow Corporation, the Company shall pay to the Executive a single sum of $315,000 280,000 less any required withholding as further set forth in Section 11.

Compensation Other Than Severance Payments. 5.1. Following a Change in Control and during the term of this Agreement, during any period that the Executive fails to perform the Executive's full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive's full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period, until the Executive's employment is terminated by the Company for Disability. Nothing in this Section 5.1 shall entitle Executive to any Company-provided insured or uninsured disability, sick pay or other similar wage replacement benefits in addition to the Company's payment of salary during the period of illness. 5.2. If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay the Executive's full salary to the Executive through the Date of Termination at the rate in effect at the time the Notice of Termination is given, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period. 5.3. If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay the Executive's normal post-termination compensation and benefits to the Executive and such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, this Company's retirement, insurance and other compensation or benefit plans, programs and arrangements. 5.4. Whether or not the Executive's employment has been terminated, following a Change in Control, the Company (or any successor to the Company in connection with such Change in Control) shall upon the Executive's demand purchase from the Executive any shares of Company or successor company stock then held by the Executive (the "Shares"). The Company and any successor shall not be under any such obligation at any time that there exists an established market for the Shares. The Company also shall not be under any such obligation at any time that the Executive's right to demand the purchase of the Shares, or the exercise of that right, would prohibit pooling of interests accounting in any acquisition of or by the Company. The price of such Shares shall be the greater of their fair market value or the per share consideration paid in connection with such Change in Control, if any. The purchase price for such Shares shall be paid by the Company or any successor in a single sum of cash within seven days following such demand, except as the Executive and Company may agree otherwise. 5.5. Whether or not the Executive's employment is later terminated, upon purchase of shares of common stock of the Company pursuant to the tender offer by Yellow Corporation and/or a subsidiary of the Yellow Corporation, the Company shall pay to the Executive a single sum of $315,000 225,000 less any required withholding as further set forth in Section 11.

Compensation Other Than Severance Payments. 5.1. Following a Change in Control and during the term of this Agreement, during any period that the Executive fails to perform the Executive's full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive's full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period, until the Executive's employment is terminated by the Company for Disability. Nothing in this Section 5.1 shall entitle Executive to any Company-provided insured or uninsured disability, sick pay or other similar wage replacement benefits in addition to the Company's payment of salary during the period of illness. 5.2. If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay the Executive's full salary to the Executive through the Date of Termination at the rate in effect at the time the Notice of Termination is given, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period. 5.3. If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay the Executive's normal post-termination compensation and benefits to the Executive and such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, this Company's retirement, insurance and other compensation or benefit plans, programs and arrangements. 5.4. Whether or not the Executive's employment has been terminated, following a Change in Control, the Company (or any successor to the Company in connection with such Change in Control) shall upon the Executive's demand purchase from the Executive any shares of Company or successor company stock then held by the Executive (the "Shares"). The Company and any successor shall not be under any such obligation at any time that there exists an established market for the Shares. The Company also shall not be under any such obligation at any time that the Executive's right to demand the purchase of the Shares, or the exercise of that right, would prohibit pooling of interests accounting in any acquisition of or by the Company. The price of such Shares shall be the greater of their fair market value or the per share consideration paid in connection with such Change in Control, if any. The purchase price for such Shares shall be paid by the Company or any successor in a single sum of cash within seven days following such demand, except as the Executive and Company may agree otherwise. 5.5. Whether or not the Executive's employment is later terminated, upon purchase of shares of common stock of the Company pursuant to the tender offer by Yellow Corporation and/or a subsidiary of the Yellow Corporation, the Company shall pay to the Executive a single sum of $315,000 55,000, less any required withholding as further set forth in Section 11.

Compensation Other Than Severance Payments. 5.1. 5.1 Following a Change in Control and during the term of this Agreement, during any period that the Executive fails to perform the Executive's full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive's full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period, until the Executive's employment is terminated by the Company for Disability. Nothing in this Section 5.1 shall entitle Executive to any Company-provided insured or uninsured disability, sick pay or other similar wage replacement benefits in addition to the Company's payment of salary during the period of illness. 5.2. 5.2 If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay the Executive's full salary to the Executive through the Date of Termination at the rate in effect at the time the Notice of Termination is given, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period. 5.3. 5.3 If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay to the Executive a lump sum amount, in cash, equal to the sum of (i) any incentive compensation which has been allocated or awarded to the Executive for a completed fiscal year or other measuring period preceding the Date of Termination under any incentive plan but has not yet been paid (pursuant to Section 5.2 hereof or otherwise), and (ii) a pro rata portion to the Date of Termination of the value of any contingent incentive compensation award to the Executive for all uncompleted periods under the plan for the year (or other measuring period) in which the Date of Termination occurs calculated by multiplying the target amount the Executive could have earned under such plan by a fraction, the numerator of which is the number of full months the Executive was employed by the Company during the fiscal year of the Company in which the Date of Termination occurs and the denominator of which is 12. 5.4 If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay the Executive's normal post-termination compensation and benefits to the Executive and as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance withwith the provisions of, this the Company's retirement, insurance and other compensation or benefit plans, programs and arrangements. 5.4. Whether or not the Executive's employment has been terminated, following a Change in Control, the Company (or any successor to the Company in connection with such Change in Control) shall upon the Executive's demand purchase from the Executive any shares of Company or successor company stock then held by the Executive (the "Shares"). The Company and any successor shall not be under any such obligation at any time that there exists an established market for the Shares. The Company also shall not be under any such obligation at any time that the Executive's right to demand the purchase of the Shares, or the exercise of that right, would prohibit pooling of interests accounting in any acquisition of or by the Company. The price of such Shares shall be the greater of their fair market value or the per share consideration paid in connection with such Change in Control, if any. The purchase price for such Shares shall be paid by the Company or any successor in a single sum of cash within seven days following such demand, except as the Executive and Company may agree otherwise. 5.5. Whether or not the Executive's employment is later terminated, upon purchase of shares of common stock of the Company pursuant to the tender offer by Yellow Corporation and/or a subsidiary of the Yellow Corporation, the Company shall pay to the Executive a single sum of $315,000 less any required withholding as further set forth in Section 11.

Compensation Other Than Severance Payments. 5.1. 5.1 Following a Change in Control and during the term of this AgreementTerm, during any period that the Executive fails to perform the Executive's full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive's full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such periodperiod (other than any disability plan), until the Executive's employment is terminated by the Company for Disability. Nothing in this Section 5.1 shall entitle Executive to any Company-provided insured or uninsured disability, sick pay or other similar wage replacement benefits in addition to the Company's payment of salary during the period of illness. 5.2. 5.2 If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this AgreementTerm, the Company shall pay to the Executive (i) the Executive's full base salary to the Executive through the Date of Termination at the rate in effect at immediately prior to the time Date of Termination, or if higher, the Notice rate in effect immediately prior to the first occurrence of Termination is givenan event or circumstance constituting Good Reason, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of any the Company's compensation or benefit planplans, program programs or arrangement maintained arrangements as in effect immediately prior to the Date of Termination, or if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, (ii) the value of any annual bonus or cash incentive plan payment that would have been paid for service in the final calendar year of employment, as if 100% of target goals were achieved, but prorated by multiplying by a fraction equal to the Company during such periodnumber of full calendar months of service completed divided by 12, and (iii) the value of any Restricted Stock Units that would have been awarded for service in the final calendar year of employment, as if 100% of target goals were achieved, but prorated by multiplying by a fraction equal to the number of full calendar months of service completed divided by 12. 5.3. 5.3 If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this AgreementTerm, the Company shall pay to the Executive the Executive's normal post-termination compensation and benefits to due the Executive and as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, this the Company's retirement, insurance and other compensation or benefit plans, programs and arrangements. 5.4. Whether or not arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive's employment has been terminated, following a Change as in Control, the Company (or any successor effect immediately prior to the Company in connection with such Change in Control) shall upon the Executive's demand purchase from the Executive any shares of Company or successor company stock then held by the Executive (the "Shares"). The Company and any successor shall not be under any such obligation at any time that there exists an established market for the Shares. The Company also shall not be under any such obligation at any time that the Executive's right to demand the purchase occurrence of the Shares, first event or the exercise of that right, would prohibit pooling of interests accounting in any acquisition of or by the Company. The price of such Shares shall be the greater of their fair market value or the per share consideration paid in connection with such Change in Control, if any. The purchase price for such Shares shall be paid by the Company or any successor in a single sum of cash within seven days following such demand, except as the Executive and Company may agree otherwisecircumstance constituting Good Reason. 5.5. Whether or not the Executive's employment is later terminated, upon purchase of shares of common stock of the Company pursuant to the tender offer by Yellow Corporation and/or a subsidiary of the Yellow Corporation, the Company shall pay to the Executive a single sum of $315,000 less any required withholding as further set forth in Section 11.

Compensation Other Than Severance Payments. 5.1. 5.1 Following a Change in Control and during the term of this AgreementTerm, during any period that the Executive fails to perform the Executive's full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive's full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement (other than the Company's short- or long-term disability plan, as applicable, to the extent such benefits would be duplicative and their nonpayment would not prejudice Executive's future entitlement to benefits) maintained by the Company during such period, until the Executive's employment is terminated by the Company for Disability. Nothing in this Section 5.1 shall entitle Executive to any Company-provided insured or uninsured disability, sick pay or other similar wage replacement benefits in addition to the Company's payment of salary during the period of illness. 5.2. 5.2 If the Executive's employment shall be terminated for any reason on or following a Change in Control and during the term of this AgreementTerm, the Company shall pay the Executive's full salary to the Executive through the Date of Termination at the rate in effect at immediately prior to the time the Notice Date of Termination is givenor, if higher, the rate in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of the Company's compensation and benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason (including all unpaid bonuses with respect to any compensation prior fiscal year). In addition, if the Executive's employment is terminated on or benefit planfollowing a Change in Control and during the Term, program or arrangement maintained other than (A) by the Company during for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay Executive an amount equal to the product of (1) the product of (x) the Executive's base salary as in effect immediately prior to the Date of Termination, or, if higher, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason (the greater of such periodamounts, the "Base Salary") and (y) the Executive's normative bonus percentage for the year in which the Date of Termination occurs, or if higher, the normative bonus percentage for the fiscal year in which the Change in Control occurs or the normative bonus percentage in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason (the greatest of such percentages, the "Bonus Percentage") and (2) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the date of the Date of Termination, and the denominator of which is 365; it being understood that, if the Date of Termination is in the same fiscal year as the Change in Control, the Pro-rata Bonus calculated pursuant to Section 3 shall be subtracted from the amount payable pursuant to this sentence of Section 5.2 but shall not reduce the amount payable below zero. 5.3. 5.3 If the Executive's employment shall be terminated for any reason on or following a Change in Control and during the term of this AgreementTerm, the Company shall pay to the Executive the Executive's normal post-termination compensation and benefits to the Executive and as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, this the Company's retirement, insurance and other compensation or benefit plans, programs and arrangements. 5.4. Whether or not arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive's employment has been terminated, following a Change as in Control, the Company (or any successor effect immediately prior to the Company in connection with such Change in Control) shall upon the Executive's demand purchase from the Executive any shares of Company or successor company stock then held by the Executive (the "Shares"). The Company and any successor shall not be under any such obligation at any time that there exists an established market for the Shares. The Company also shall not be under any such obligation at any time that the Executive's right to demand the purchase occurrence of the Shares, first event or the exercise of that right, would prohibit pooling of interests accounting in any acquisition of or by the Company. The price of such Shares shall be the greater of their fair market value or the per share consideration paid in connection with such Change in Control, if any. The purchase price for such Shares shall be paid by the Company or any successor in a single sum of cash within seven days following such demand, except as the Executive and Company may agree otherwisecircumstance constituting Good Reason. 5.5. Whether or not the Executive's employment is later terminated, upon purchase of shares of common stock of the Company pursuant to the tender offer by Yellow Corporation and/or a subsidiary of the Yellow Corporation, the Company shall pay to the Executive a single sum of $315,000 less any required withholding as further set forth in Section 11.

Compensation Other Than Severance Payments. 5.1. 5.1 Following a Change in Control and during the term of this Agreement, during any period that the Executive fails to perform the Executive's ’s full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive's ’s full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period, until the Executive's ’s employment is terminated by the Company for Disability. Nothing in this Section 5.1 shall entitle Executive to any Company-provided insured or uninsured disability, sick pay or other similar wage replacement benefits in addition to the Company's payment of salary during the period of illness. 5.2. 5.2 If the Executive's ’s employment shall be terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay the Executive's ’s full salary to the Executive through the Date of Termination at the rate in effect at the time the Notice of Termination is given, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period. 5.3. 5.3 If the Executive's ’s employment shall be terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay to the Executive a lump sum amount, in cash, equal to the sum of (i) any incentive compensation which has been allocated or awarded to the Executive for a completed fiscal year or other measuring period preceding the Date of Termination under any incentive plan but has not yet been paid (pursuant to Section 5.2 hereof or otherwise), and (ii) a pro rata portion to the Date of Termination of the value of any contingent incentive compensation award to the Executive for all uncompleted periods under the plan for the year (or other measuring period) in which the Date of Termination occurs calculated by multiplying the target amount the Executive could have earned under such plan by a fraction, the numerator of which is the number of full months the Executive was employed by the Company during the fiscal year of the Company in which the Date of Termination occurs and the denominator of which is 12. 5.4 If the Executive’s employment shall be terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay the Executive's ’s normal post-termination compensation and benefits to the Executive and as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance withwith the provisions of, this the Company's retirement, insurance and other ’s compensation or benefit plans, programs and arrangements. 5.4. Whether or not the Executive's employment has been terminated, following a Change in Control, the Company (or any successor to the Company in connection with such Change in Control) shall upon the Executive's demand purchase from the Executive any shares of Company or successor company stock then held by the Executive (the "Shares"). The Company and any successor shall not be under any such obligation at any time that there exists an established market for the Shares. The Company also shall not be under any such obligation at any time that the Executive's right to demand the purchase of the Shares, or the exercise of that right, would prohibit pooling of interests accounting in any acquisition of or by the Company. The price of such Shares shall be the greater of their fair market value or the per share consideration paid in connection with such Change in Control, if any. The purchase price for such Shares shall be paid by the Company or any successor in a single sum of cash within seven days following such demand, except as the Executive and Company may agree otherwise. 5.5. Whether or not the Executive's employment is later terminated, upon purchase of shares of common stock of the Company pursuant to the tender offer by Yellow Corporation and/or a subsidiary of the Yellow Corporation, the Company shall pay to the Executive a single sum of $315,000 less any required withholding as further set forth in Section 11.

Compensation Other Than Severance Payments. 5.1. 5.1 Following a Change in Control or a Major Transaction and during the term of this Agreement, during any period that the Executive fails to perform the Executive's full-time duties with the Company ▇▇▇▇ Companies as a result of incapacity due to physical or mental illness, the Company shall pay provide the Executive with disability benefits equivalent to those under the Disability Insurance Plan (without regard to any amendment to such plan made subsequent to the Change in Control or Major Transaction which amendment adversely affect the Executive's full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period, rights thereunder) until the Executive's employment is terminated by the Company Employer for Disability. Nothing in this Section 5.1 shall entitle Executive to any Company-provided insured or uninsured disability, sick pay or other similar wage replacement benefits in addition to the Company's payment of salary during the period of illness. 5.2. 5.2 If the Executive's employment shall be terminated for any reason following a Change in Control or a Major Transaction and during the term of this Agreement, the Company shall pay the Executive's full salary to the Executive through the Date of Termination at the rate in effect at the time the Notice of Termination is given, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of any compensation or benefit plan, program or arrangement maintained by the Company Employer during such period; except to the extent that the Executive is receiving payments with respect to such period, or a portion thereof, in accordance with Section 5.1. 5.3. 5.3 If the Executive's employment shall be terminated for any reason following a Change in Control or a Major Transaction and during the term of this Agreement, the Company shall pay to the Executive's Executive the normal post-termination compensation and benefits to due the Executive and as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, this Companythe System's applicable retirement, insurance and other compensation or benefit plans, programs and arrangements. 5.4. Whether or not Provided that the Executive's employment has been terminated, following a Change in Control, the Company (or any successor benefits payable to the Company in connection with such Change in Control) shall upon the Executive's demand purchase from the Executive any shares of Company or successor company stock then held by the Executive (the "Shares"). The Company and any successor shall not be under any such obligation at any time that there exists an established market for the Shares. The Company also shall not be under any such obligation at any time that the Executive's right to demand the purchase of the Shares, or the exercise of that right, would prohibit pooling of interests accounting in any acquisition of or by the Company. The price of such Shares shall be the greater of their fair market value or the per share consideration paid in connection with such Change in Control, if any. The purchase price for such Shares shall be paid by the Company or any successor in a single sum of cash within seven days following such demand, except as the Executive and Company may agree otherwise. 5.5. Whether or not the Executive's employment is later terminated, upon purchase of shares of common stock of the Company pursuant to the tender offer by Yellow Corporation and/or a subsidiary of Standard Severance Plan for Non-Union Employees (the Yellow Corporation, the Company shall pay Severance Plan) or its successor do not exceed benefits payable to the Executive a single sum of $315,000 less any required withholding as further set forth in Section 11under this Agreement, the Executive hereby waives all rights to benefits pursuant to the Severance Plan.

Compensation Other Than Severance Payments. 5.1. 5.1 Following a Change in Control and during the term of this AgreementTerm, during any period that the Executive fails to perform the Executive's full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive's full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such periodperiod (other than any disability plan), until the Executive's employment is terminated by the Company for Disability. Nothing in this Section 5.1 shall entitle Executive to any Company-provided insured Disability or uninsured disability, sick pay or other similar wage replacement benefits in addition to the Company's payment of salary during the period of illnessuntil Executive’s employment is otherwise terminated. 5.2. 5.2 If the Executive's employment shall be terminated for any reason following due to a Change in Control and during the term of this AgreementQualifying Termination, the Company shall pay to the Executive within thirty (30) days following the Date of Termination (to the extent not previously paid), a lump sum amount equal to the sum of (i) the Executive's full base salary to the Executive through the Date of Termination at the rate in effect at immediately prior to the time Date of Termination, or if higher, the Notice rate in effect immediately prior to the first occurrence of Termination is givenan event or circumstance constituting Good Reason, (ii) the value of any annual bonus or cash incentive plan payment that would have been paid for service in the final calendar year of employment, as if 100% of target goals were achieved, but prorated by multiplying by a fraction equal to the number of full calendar months of service completed divided by 12, and (iii) the value of any Restricted Stock Units that would have been awarded for service in the final calendar year of employment, as if 100% of target goals were achieved, but prorated by multiplying by a fraction equal to the number of full calendar months of service completed divided by 12 together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of any the Company's compensation or benefit planplans, program programs or arrangement maintained by arrangements as in effect immediately prior to the Company during such periodDate of Termination, or if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason. 5.3. 5.3 If the Executive's employment shall be terminated for any reason following due to a Change in Control and during the term of this AgreementQualifying Termination, the Company shall pay to the Executive the Executive's normal post-termination compensation and benefits to due the Executive and as such payments become duedue (other than Severance Payments which will be paid exclusively pursuant to Section 6 below). Such post-termination compensation and benefits shall be determined under, and paid in accordance with, this the Company's retirement, insurance and other compensation or benefit plans, programs and arrangements. 5.4. Whether or not arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive's employment has been terminated, following a Change as in Control, the Company (or any successor effect immediately prior to the Company in connection with such Change in Control) shall upon the Executive's demand purchase from the Executive any shares of Company or successor company stock then held by the Executive (the "Shares"). The Company and any successor shall not be under any such obligation at any time that there exists an established market for the Shares. The Company also shall not be under any such obligation at any time that the Executive's right to demand the purchase occurrence of the Shares, first event or the exercise of that right, would prohibit pooling of interests accounting in any acquisition of or by the Company. The price of circumstance constituting Good Reason including such Shares shall be the greater of their fair market value or the per share consideration paid in connection with such Change in Control, if any. The purchase price for such Shares shall be paid by the Company or any successor in a single sum of cash within seven days following such demand, except as the Executive and Company may agree otherwiseplans’ payment timing rules. 5.5. Whether or not the Executive's employment is later terminated, upon purchase of shares of common stock of the Company pursuant to the tender offer by Yellow Corporation and/or a subsidiary of the Yellow Corporation, the Company shall pay to the Executive a single sum of $315,000 less any required withholding as further set forth in Section 11.

Compensation Other Than Severance Payments. 5.1. 5.1 Following a Change in Control and during the term of this Agreement, during any period that the Executive fails to perform the Executive's full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive's full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period, until the Executive's employment is terminated by Executive becomes eligible for benefits at least equal to those to which the Executive would have been entitled under the long- term disability insurance plan of the Company for Disability. Nothing in this Section 5.1 shall entitle Executive to any Company-provided insured or uninsured disability, sick pay or other similar wage replacement benefits in addition effect immediately prior to the Company's payment of salary during the period of illnessChange in Control. 5.2. 5.2 If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay the Executive's full salary to the Executive through the Date of Termination at the rate in effect at the time the Notice of Termination is given, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period. 5.3. 5.3 If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay or make available to the Executive's normal post-termination Executive any rights, compensation and benefits which are vested in the Executive or which the Executive has or is otherwise entitled to receive under any plan or program of the Company (including without limitation any retirement plan or any welfare plan providing post-retirement benefits) to the Executive and as such payments rights, compensation or benefits become due. Such post-termination rights, compensation and benefits shall be determined under, and paid or made available in accordance with, this the Company's applicable retirement, insurance and other compensation or benefit plans, programs and arrangements. 5.4. Whether or not the Executive's employment has been terminated, following a Change in Control, the Company (or any successor to the Company in connection with such Change in Control) shall upon the Executive's demand purchase from the Executive any shares of Company or successor company stock then held by the Executive (the "Shares"). The Company and any successor shall not be under any such obligation at any time that there exists an established market for the Shares. The Company also shall not be under any such obligation at any time that the Executive's right to demand the purchase of the Shares, or the exercise of that right, would prohibit pooling of interests accounting in any acquisition of or by the Company. The price of such Shares shall be the greater of their fair market value or the per share consideration paid in connection with such Change in Control, if any. The purchase price for such Shares shall be paid by the Company or any successor in a single sum of cash within seven days following such demand, except as the Executive and Company may agree otherwise. 5.5. Whether or not the Executive's employment is later terminated, upon purchase of shares of common stock of the Company pursuant to the tender offer by Yellow Corporation and/or a subsidiary of the Yellow Corporation, the Company shall pay to the Executive a single sum of $315,000 less any required withholding as further set forth in Section 11.

Compensation Other Than Severance Payments. 5.1. 5.1 Following a Change in Control and during the term of this AgreementTerm, during any period that the Executive fails to perform the Executive's ’s full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive's ’s full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period, until the Executive's ’s employment is terminated by the Company for Disability. Nothing in ; provided, however, that the amounts received under this Section 5.1 shall entitle be reduced by any amounts received by the Executive to any Company-provided insured or uninsured disability, sick pay or other similar wage replacement benefits in addition with respect to the same period of time under any long term disability plan of the Company's payment . For the avoidance of salary doubt, payments pursuant to this Section 5.1 are contingent on the Executive’s continued full-time employment until such time as (a) a Change in Control occurs during the period Term, and (b) the Executive fails to perform full-time duties as a result of incapacity due to physical or mental illness, and are payable only for so long as the Executive continues to fail to perform full-time duties as a result of incapacity due to physical or mental illness or, if sooner, until the earlier of (i) the end of the Term, or (ii) the Executive’s employment is terminated by the Company for Disability. 5.2. If 5.2 For the Executive's employment shall be terminated for any reason ’s services following a Change in Control and during the term of this AgreementTerm, the Company shall pay the Executive's ’s full salary to the Executive through the Date of Termination at the rate in effect at immediately prior to the Change in Control or, if higher, the rate in effect from time to time after the Notice of Termination is givenChange in Control and prior to any reduction thereof, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of the Company’s compensation and benefit plans, programs or arrangements as in effect immediately prior to the Change in Control or, if more favorable to the Executive, as in effect from time to time after the Change in Control and prior to any compensation or benefit plan, program or arrangement maintained by the Company during such periodreduction thereof. 5.3. 5.3 If the Executive's employment shall be terminated for any reason Executive has a Separation from Service following a Change in Control and during the term Term, and such Separation from Service is (A) an involuntary Separation from Service (within the meaning of this AgreementTreasury Regulation section 1.409A-1(n)(1)) by the Company other than for Cause or Disability, or (B) a Separation from Service by the Executive for Good Reason, the Company shall pay to the Executive after the Separation from Service the Executive's ’s normal post-termination compensation and benefits to the Executive and as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, this the Company's ’s retirement, insurance and other compensation or benefit plans, programs and arrangements. 5.4. Whether or not arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive's employment has been terminated, following as in effect immediately prior to any adverse change therein after the Change in Control; provided that nothing in this Section 5.3 shall alter the terms of any stock option or any equity-based award. Nothing herein shall reduce or otherwise adversely affect any compensation and benefits to which the Executive may be entitled after Separation from Service under any of the Company’s retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect from time to time before or after a Change in Control. 5.4 In the event that a Change in Control occurs during the Term, (A) the Company shall, within five (or any successor to the Company in connection with such Change in Control5) shall upon the Executive's demand purchase from the Executive any shares of Company or successor company stock then held by the Executive (the "Shares"). The Company and any successor shall not be under any such obligation at any time that there exists an established market for the Shares. The Company also shall not be under any such obligation at any time that the Executive's right to demand the purchase of the Shares, or the exercise of that right, would prohibit pooling of interests accounting in any acquisition of or by the Company. The price of such Shares shall be the greater of their fair market value or the per share consideration paid in connection with days after such Change in Control, if any. The purchase price for such Shares shall be paid by the Company or any successor in a single sum of cash within seven days following such demand, except as the Executive and Company may agree otherwise. 5.5. Whether or not the Executive's employment is later terminated, upon purchase of shares of common stock of the Company pursuant to the tender offer by Yellow Corporation and/or a subsidiary of the Yellow Corporation, the Company shall pay to the Executive a single lump sum cash amount equal to the product of $315,000 less (i) the target annual bonus or incentive award applicable to the Executive under each of the Company’s annual bonus or incentive compensation plans (such target award to be determined pursuant to the provisions of each such plan or, if no such provisions exist in the case of any required withholding such plan, as further determined by the Compensation Committee of the Board, as constituted immediately prior to the Change in Control, in its sole discretion), in respect of the year in which such Change in Control occurs and (ii) a fraction, the numerator of which shall be the number of months (including fractions thereof) from the first day of the year in which the Change in Control occurs to the date on which the Change in Control occurs, unless the Change in Control occurs during the year in which the Executive’s first day of employment by the Company occurs, in which case the numerator shall be the number of months (including fractions thereof) from the first day of employment by the Company to the date on which the Change in Control occurs, and the denominator of which shall be twelve (12); and (B) all options held by the Executive to acquire Company stock shall immediately become vested and exercisable in full, and all other Company stock-based awards held by the Executive shall vest and be paid at such time or times on or after the date on which such Change in Control occurs, and to such extent, as shall be set forth in the award agreement documenting such awards (it being understood and agreed that any stock-based award agreements will provide for vesting and payment of such awards in connection with a Change in Control at such time or times and on such terms and conditions as the Committee deems advisable to comply with or qualify for an exclusion from Section 11409A of the Code). The lump sum cash amount payable pursuant to Section 5.4(A) above shall be credited against any annual bonus or incentive award to which the Executive may be entitled for the year in which the Change in Control occurs pursuant to the Performance-Linked Bonus Plan for Selected Executive Officers or any other annual bonus or incentive plan in which the Executive participates in such year, provided that such annual bonus or incentive award qualifies (or will qualify) for treatment as a short-term deferral under Treasury Regulation section 1.409A-1(b)(4) or is otherwise not subject to Section 409A of the Code, it being the intention hereof that, between Section 5.4(A) above and any annual bonus or incentive award plan pursuant to which the Executive is entitled to an annual bonus or incentive award for the year in which the Change in Control occurs, the Executive will receive any annual bonus or incentive award to which the Executive may be entitled for the year in which the Change in Control occurs but not less than the lump sum cash amount payable pursuant to Section 5.4(A) above.

Compensation Other Than Severance Payments. 5.1. 5.1 Following a Change in Control and during the term of this Agreement, during any period that if the Executive fails to perform the Executive's full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive's full salary to the Executive at the rate in effect at the commencement of any such the relevant period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit benefits plan, program or arrangement maintained by the Company during such period, until the Executive's employment is terminated by the Company for Disability. Nothing in this Section 5.1 shall entitle Executive to any Company-provided insured or uninsured disability, sick pay or other similar wage replacement benefits in addition to the Company's payment of salary during the period of illness. 5.2. 5.2 If the Executive's employment shall be is terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay the Executive's full salary to the Executive through the Date of Termination at the rate in effect at the time the Notice of Termination is given, together with all compensation and benefits payable to which the Executive through is entitled in respect of all periods preceding the Date of Termination under the terms of any the Company's compensation and benefits plans, programs or benefit plan, program or arrangement maintained by the Company during such periodarrangements. 5.3. 5.3 If the Executive's employment shall be is terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay the Executive's normal post-termination compensation and benefits to the Executive and as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, this the Company's retirement, insurance and other compensation or benefit plans, programs and arrangements. 5.4. Whether 5.4 Notwithstanding any provision herein or not any provision in the ExecutiveCompany's employment has been terminated1995 Stock Option and Retention Stock Plan (or any agreement entered into thereunder) to the contrary (except any contrary provision dealing with a pooling of interests transaction), following (A) upon a Change in Control, the Company (or any successor to the Company in connection with such Change in Control) shall upon the Executive's demand purchase from the Executive any shares of Company or successor company stock Option then held by the Executive (other than an Option the "Shares"). The Company and any successor shall not be under any such obligation exercisability of which is based exclusively on the attainment of performance targets which, at any the time that there exists an established market for the Shares. The Company also shall not be under any such obligation at any time that the Executive's right to demand the purchase of the Shares, or the exercise of that right, would prohibit pooling of interests accounting in any acquisition of or by the Company. The price of such Shares shall be the greater of their fair market value or the per share consideration paid in connection with such Change in Control, if any. The purchase price for such Shares have not been met), shall be paid fully exercisable and any restriction on any Retention Share then held by the Executive (other than a Retention Share the vesting of which is based exclusively on the attainment of performance targets, which, at the time of the Change in Control, have not been met) shall lapse or be deemed fully satisfied, as applicable, and (B) if, following a Change in Control and during the term of this Agreement, the Executive is terminated by the Company for any reason other than Cause or the Executive terminates with Good Reason, then, with respect to any Option then held by the Executive, the Executive (or his Beneficiary, if applicable) shall have the right to exercise such Option at any time during the earlier or (i) the five-year period following such termination or (ii) the term of the Option; provided, however, that, with respect to any provision in (A) or (B) in this Section 5.4, if it is intended that the transaction constituting a Change in Control be accounted for as a pooling of interests under Accounting Principles Board Opinion No. 16 (or any successor thereto), and if the existence and/or operation of any such provision would violate Paragraph 47(c) thereof (or any successor thereto), then any such provision shall (in a single sum of cash within seven days following such demand, except as the Executive and Company may agree otherwise. 5.5. Whether whole or not the Executive's employment is later terminated, upon purchase of shares of common stock of the Company pursuant in part to the tender offer by Yellow Corporation minimum extent necessary to avoid a violation) be deemed null and void ad initio and/or a subsidiary any operation of the Yellow Corporation, the Company such provision shall pay (in whole or in part to the Executive minimum extent necessary to avoid a single sum violation) be deemed to have no force or effect under law; provided further, however, that the foregoing proviso shall apply only if the transaction is otherwise eligible to be accounted for as a pooling of $315,000 less any required withholding as further set forth in Section 11interests.

Compensation Other Than Severance Payments. 5.1. Following a Change in Control and during the term of this Agreement, during any period that the Executive fails to perform the Executive's full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive's full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period, until the Executive's employment is terminated by the Company for Disability. Nothing in this Section 5.1 shall entitle Executive to any Company-provided insured or uninsured disability, sick pay or other similar wage replacement benefits in addition to the Company's payment of salary during the period of illness. 5.2. a. If the Executive's ’s employment shall be terminated for any reason during the Term and on or following a Change in Control and during the term of this AgreementControl, the Company shall continue to pay the Executive's ’s full salary to the Executive through the Date of Termination (the “Accrued Salary”) at the rate in effect at immediately prior to the time the Notice Date of Termination is givenor, if higher, the rate in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, together with all compensation and benefits payable to the Executive through the Date of Termination under and in accordance with the terms of any the Company’s compensation and benefit plans, programs or benefit planarrangements as in effect immediately prior to the Date of Termination or, program if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or arrangement maintained circumstance constituting Good Reason. Any Accrued Salary shall be paid to the Executive within thirty (30) days of the Date of Termination, with the payment date determined by the Company during such periodin its sole discretion. 5.3. b. If the Executive's ’s employment shall be terminated terminate for any reason during the Term and on or following a Change in Control and during the term of this AgreementControl, the Company shall pay to the Executive the Executive's ’s normal post-termination compensation and benefits, if any; provided, however, if the Executive’s employment is terminated between the Change in Control and the second (2nd) anniversary of the Change in Control (the “CIC Protection Period”), the severance benefits provided in Section 6 shall be exclusive with respect to a termination of the Executive’s employment described in the first sentence of Section 6(a) and the Executive shall not be entitled to participate in, or receive severance benefits under, any other severance plan or program that may be adopted by the Company or any other employment agreement (including the Employment Agreement by and between the parties hereto dated December 4, 2019, as extended and amended February 9, 2023 (the “Employment Agreement”)) in connection with such payments become duetermination. Such Any post-termination compensation and benefits shall be determined under, and paid in accordance with, this the Company's ’s retirement, insurance and other compensation or benefit plans, programs and arrangements. 5.4. Whether or not arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive's employment has been terminated, following a Change as in Control, the Company (or any successor effect immediately prior to the Company in connection with such Change in Control) shall upon the Executive's demand purchase from the Executive any shares of Company or successor company stock then held by the Executive (the "Shares"). The Company and any successor shall not be under any such obligation at any time that there exists an established market for the Shares. The Company also shall not be under any such obligation at any time that the Executive's right to demand the purchase occurrence of the Sharesfirst event or circumstance constituting Good Reason. For the avoidance of doubt, or in the exercise event of that rightany inconsistency between this Agreement and the Employment Agreement during the CIC Protection Period, would prohibit pooling of interests accounting in any acquisition of or by the Company. The price of such Shares this Agreement shall be the greater of their fair market value or the per share consideration paid in connection with such Change in Control, if any. The purchase price for such Shares shall be paid by the Company or any successor in a single sum of cash within seven days following such demand, except as the Executive and Company may agree otherwisegovern. 5.5. Whether or not the Executive's employment is later terminated, upon purchase of shares of common stock of the Company pursuant to the tender offer by Yellow Corporation and/or a subsidiary of the Yellow Corporation, the Company shall pay to the Executive a single sum of $315,000 less any required withholding as further set forth in Section 11.

Compensation Other Than Severance Payments. 5.1. 5.1 Following a Change in Control and during the term of this AgreementTerm, during any period that the Executive fails to perform the Executive's full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive's full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period, until the Executive's employment is terminated by the Company for Disability. Nothing in this Section 5.1 shall entitle Executive to any Company-provided insured or uninsured disability, sick pay or other similar wage replacement benefits in addition to the Company's payment of salary during the period of illness. 5.2. 5.2 If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this AgreementTerm, the Company shall pay the Executive's full salary to the Executive through the Date of Termination at the rate in effect at immediately prior to the time the Notice Date of Termination is given(without giving effect to any reduction in base salary, which reduction constitutes an event of Good Reason) or, if higher, the highest base salary rate in effect with respect to the Executive at any time during the calendar year immediately preceding the Change in Control, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of the applicable compensation and benefit plans, programs or arrangements of the Company or any Affiliate thereof as in effect immediately prior to the Date of Termination (without giving effect to any reduction in compensation or benefit planbenefits, program or arrangement maintained by which reduction constitutes an event of Good Reason) or, if more favorable to the Company during such periodExecutive, as in effect immediately prior to the Change in Control. 5.3. 5.3 If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this AgreementTerm, the Company shall pay to the Executive the Executive's normal post-termination compensation and benefits to the Executive and as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, this Company's the applicable retirement, insurance and other compensation or benefit plans, programs and arrangements of the Company or any Affiliate thereof as in effect immediately prior to the Date of Termination (without giving effect to any adverse change in such plans, programs and arrangements, which adverse change constitutes an event of Good Reason) or, if more favorable to the Executive, as in effect immediately prior to the Change in Control. 5.4. Whether 5.4 In the event a Change in Control of the Company occurs during the Term, whether or not the Executive's employment has been terminated, following a Change in Controlthereafter terminates, the Company shall pay to the Executive, within five days thereafter, an amount in cash, with respect to each grant of Performance Shares (as defined in the Company's Amended and Restated 1997 Performance Share Plan, as amended (the "Performance Share Plan") previously awarded to the Executive under the Performance Share Plan (or any successor predecessor thereto) in respect of a Performance Period (as defined in the Performance Share Plan) which had not expired immediately prior to such Change in Control (Performance Shares awarded in respect of any such Performance Period being referred to as "Outstanding Performance Shares"), which amount shall be equal to the Company excess (but not less than zero) of (a) over (b), where (a) equals the product of (1) the number of Outstanding Performance Shares awarded to the Executive in respect of the applicable Performance Period, (2) the "fair market value of the Common Stock" (as defined in the Performance Share Plan) and (3) a fraction (not to exceed one) the numerator of which is the sum of (x) the number of days which had elapsed in the applicable Performance Period as of the date of such Change in Control plus (y) [365][730][1095], and the denominator of which is the number of days in such applicable Performance Period, and where (b) equals the value payable to the Executive under the Performance Share Plan (or any predecessor thereto) in respect of such Outstanding Performance Shares in connection with such Change in Control) shall upon . Notwithstanding the Executive's demand purchase preceding sentence, to the extent that implementation of such sentence would preclude a Change in Control transaction intended to qualify for "pooling of interests" accounting treatment from so qualifying, the cash value otherwise payable to the Executive any under this Section 5.4 shall be payable in shares of Company or successor company stock then held by the Executive (the "Shares"). The Company and any successor shall not be under any such obligation at any time that there exists an established market for the Shares. The Company also shall not be under any such obligation at any time that the Executive's right to demand the purchase of the Shares, or the exercise of that right, would prohibit pooling of interests accounting in any acquisition of or by the Company. The price of such Shares shall be the greater of their fair market value or the per share consideration paid in connection with such Change in Control, if any. The purchase price for such Shares shall be paid by the Company or any successor in a single sum of cash within seven days following such demand, except as the Executive and Company may agree otherwise. 5.5. Whether or not the Executive's employment is later terminated, upon purchase of shares of common stock of the Company pursuant or the corporation resulting from such transaction so as not to preclude such transaction from so qualifying. Such shares shall have an initial value equal to the tender offer by Yellow Corporation and/or a subsidiary of the Yellow Corporation, the Company shall pay cash amount otherwise payable to the Executive a single sum hereunder. For purposes of $315,000 less this Section 5.4, in the event Executive's employment terminate under circumstances described in the second sentence of Section 6.1, the determination of the number of Outstanding Performance Shares which had not expired immediately prior to the Change in Control shall, instead, be determined as of the date which is immediately prior to the date of occurrence of the Potential Change in Control. The provisions of this Section 5.4 shall not affect in any required withholding as further set forth in Section 11manner the determination of amounts payable to the Executive under the Performance Share Plan (or any predecessor thereto).

Compensation Other Than Severance Payments. 5.1. 5.1 Following a Change in Control or a Major Transaction (or, under the terms hereof, the deemed occurrence of such event) and during the term of this Agreement, during any period that the Executive fails to perform the Executive's full-time duties with the Company Corporation as a result of incapacity due to physical or mental illness, the Company Corporation shall pay provide the Executive's full salary Executive with short-term disability, long-term disability and all other benefits equivalent to those available to the Executive at the rate prior to such Change in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive Control or a Major Transaction under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period, Employment Agreement until the Executive's employment is terminated by the Company Employer for Disability. Nothing in this Section 5.1 shall entitle Executive to any Company-provided insured or uninsured disability, sick pay or other similar wage replacement benefits in addition to the Company's payment of salary during the period of illness. 5.2. 5.2 If the Executive's employment shall be terminated for any reason following a Change in Control or a Major Transaction (or, under the terms hereof, the deemed occurrence of such event) and during the term of this Agreement, the Company Corporation shall pay to the Executive the Executive's full salary to the Executive through the Date of Termination at the rate in effect under Section 2.a. of the Employment Agreement at the time the Notice of Termination is given, together with all compensation compensation, incentive programs and other benefits payable to the Executive through the Date of Termination under Sections 2.b., 2.c., 2.d. and 2.e. of the terms of any compensation or benefit plan, program or arrangement maintained by the Company Employment Agreement during such period; except to the extent that the Executive is receiving such payments with respect to such period in accordance with Section 5.1 hereof. 5.3. 5.3 If the Executive's employment shall be terminated for any reason following a Change in Control or a Major Transaction (or, under the terms hereof, the deemed occurrence of such event) and during the term of this Agreement, the Company shall pay the Executive's normal post-termination compensation and benefits to the Executive and such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, this Company's retirement, insurance and other compensation or benefit plans, programs and arrangements. 5.4. Whether or not the Executive's employment has been terminated, following a Change in Control, the Company (or any successor to the Company in connection with such Change in Control) shall upon the Executive's demand purchase from the Executive any shares of Company or successor company stock then held by the Executive (the "Shares"). The Company and any successor shall not be under any such obligation at any time that there exists an established market for the Shares. The Company also shall not be under any such obligation at any time that the Executive's right to demand the purchase of the Shares, or the exercise of that right, would prohibit pooling of interests accounting in any acquisition of or by the Company. The price of such Shares shall be the greater of their fair market value or the per share consideration paid in connection with such Change in Control, if any. The purchase price for such Shares shall be paid by the Company or any successor in a single sum of cash within seven days following such demand, except as the Executive and Company may agree otherwise. 5.5. Whether or not the Executive's employment is later terminated, upon purchase of shares of common stock of the Company pursuant to the tender offer by Yellow Corporation and/or a subsidiary of the Yellow Corporation, the Company shall pay to the Executive a single sum in the manner provided in this Agreement all of $315,000 less any required withholding as further the post-termination compensation, retirement and other benefits due the Executive under the terms of the Employment Agreement (including, without limitation, the pension, supplemental pension and supplemental income plans set forth on Schedule D of the Employment Agreement, whether or not any such plan is a qualified plan or is a fully, partially or unfunded plan). If the Corporation is unable to continue Executive's benefits (including covered family members and dependents) as required, the Corporation will promptly purchase insurance and/or benefits substantially equivalent in Section 11all material respects ("Equivalent Coverage"). In each such case, for purposes of determining the amount of benefit payable to the Executive under any such plan, program or benefit, the Executive shall be given credit for additional years of service equal to the Measurement Period at the compensation level in effect immediately prior to the Change in Control or Major Transaction (or, under the terms hereof, the deemed occurrence of such event).

Compensation Other Than Severance Payments. 5.1. 5.1 Following a Change in Control and during the term of this AgreementTerm, during any period that the Executive fails to perform the Executive's full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive's full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period, until the Executive's employment is terminated by the Company for Disability. Nothing in this Section 5.1 shall entitle Executive to any Company-provided insured or uninsured disability, sick pay or other similar wage replacement benefits in addition to the Company's payment of salary during the period of illness. 5.2. 5.2 If the Executive's employment shall be terminated for any reason on or following a Change in Control and during the term of this AgreementTerm, the Company shall pay the Executive's full salary to the Executive through the Date of Termination at the rate in effect at immediately prior to the time the Notice Date of Termination is givenor, if higher, the rate in effect immediately prior to the Change in Control, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of any the Company's compensation and benefit plans, programs or benefit planarrangements as in effect immediately prior to the Date of Termination; provided, program or arrangement maintained by however, that if the Date of Termination occurs following the end of the Company's 1998 fiscal year and prior to the date of payment of the annual incentive compensation with respect to such fiscal year, then the Company during shall pay to the Executive such periodannual incentive compensation in the amount and at the time such annual incentive compensation would otherwise be payable; and provided, further, that if the Date of Termination occurs prior to the end of the Company's 1998 fiscal year, the Company shall pay to the Executive, at the time annual incentive compensation would otherwise be payable, a pro-rata portion of the annual incentive compensation with respect to such fiscal year, such pro-rata portion to be based on the number of days in such fiscal year up to and including the Date of Termination. 5.3. 5.3 If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this AgreementTerm, the Company shall pay to the Executive the Executive's normal post-termination compensation and benefits to the Executive and as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, this the Company's retirement, insurance and other compensation or benefit plans, programs and arrangements. 5.4. Whether or not the Executive's employment has been terminated, following a Change arrangements as in Control, the Company (or any successor effect immediately prior to the Company in connection with such Change in Control) shall upon the Executive's demand purchase from the Executive any shares Date of Company or successor company stock then held by the Executive (the "Shares"). The Company and any successor Termination, but shall not be include any payments or benefits under any such obligation at any time that there exists an established market for the Shares. The Company also shall not be under any such obligation at any time that the Executive's right to demand the purchase severance plan of the Shares, or the exercise of that right, would prohibit pooling of interests accounting in any acquisition of or by the Company. The price of such Shares shall be the greater of their fair market value or the per share consideration paid in connection with such Change in Control, if any. The purchase price for such Shares shall be paid by the Company or any successor in a single sum of cash within seven days following such demand, except as the Executive and Company may agree otherwise. 5.5. Whether or not the Executive's employment is later terminated, upon purchase of shares of common stock of the Company pursuant to the tender offer by Yellow Corporation and/or a subsidiary of the Yellow Corporation, the Company shall pay to the Executive a single sum of $315,000 less any required withholding as further set forth in Section 11.

Compensation Other Than Severance Payments. 5.1. 5.1 Following a Change in Control and during the term of this AgreementTerm, during any period that the Executive fails to perform the Executive's full-time full‑time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive's full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period, until the Executive's employment is terminated by the Company for Disability. Nothing in ; provided, however, that the amounts received under this Section 5.1 shall entitle be reduced by any amounts received by the Executive to any Company-provided insured or uninsured disability, sick pay or other similar wage replacement benefits in addition with respect to the same period of time under any long term disability plan of the Company. For the avoidance of doubt, payments pursuant to this Section 5.1 are contingent on the Executive's payment of salary continued full-time employment until such time as (a) a Change in Control occurs during the period Term, and (b) the Executive fails to perform full-time duties as a result of incapacity due to physical or mental illness. 5.2. If , and are payable only for so long as the Executive continues to fail to perform full-time duties as a result of incapacity due to physical or mental illness or, if sooner, until the earlier of (i) the end of the Term, or (ii) the Executive's employment shall be is terminated by the Company for any reason Disability. 5.2 For the Executive's services following a Change in Control and during the term of this AgreementTerm, the Company shall pay the Executive's full salary to the Executive through the Date of Termination at the rate in effect at immediately prior to the Change in Control or, if higher, the rate in effect from time to time after the Notice of Termination is givenChange in Control and prior to any reduction thereof, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of the Company's compensation and benefit plans, programs or arrangements as in effect immediately prior to the Change in Control or, if more favorable to the Executive, as in effect from time to time after the Change in Control and prior to any compensation or benefit plan, program or arrangement maintained by the Company during such periodreduction thereof. 5.3. 5.3 If the Executive's employment shall be terminated for any reason Executive has a Separation from Service following a Change in Control and during the term Term, and such Separation from Service is (A) an involuntary Separation from Service (within the meaning of this AgreementTreasury Regulation section 1.409A-1(n)(1)) by the Company other than for Cause or Disability, or (B) a Separation from Service by the Executive for Good Reason, the Company shall pay to the Executive after the Separation from Service the Executive's normal post-termination post‑termination compensation and benefits to the Executive and as such payments become due. Such post-termination post‑termination compensation and benefits shall be determined under, and paid in accordance with, this the Company's retirement, insurance and other compensation or benefit plans, programs and arrangements. 5.4. Whether or not arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to any adverse change therein after the Change in Control; provided that nothing in this Section 5.3 shall alter the terms of any stock option or any equity-based award. Nothing herein shall reduce or otherwise adversely affect any compensation and benefits to which the Executive may be entitled after Separation from Service under any of the Company's employment has been terminatedretirement, following insurance and other compensation or benefit plans, programs and arrangements as in effect from time to time before or after a Change in Control. 5.4 In the event that a Change in Control occurs during the Term, (A) the Company shall, within five (or any successor to the Company in connection with such Change in Control5) shall upon the Executive's demand purchase from the Executive any shares of Company or successor company stock then held by the Executive (the "Shares"). The Company and any successor shall not be under any such obligation at any time that there exists an established market for the Shares. The Company also shall not be under any such obligation at any time that the Executive's right to demand the purchase of the Shares, or the exercise of that right, would prohibit pooling of interests accounting in any acquisition of or by the Company. The price of such Shares shall be the greater of their fair market value or the per share consideration paid in connection with days after such Change in Control, if any. The purchase price for such Shares shall be paid by the Company or any successor in a single sum of cash within seven days following such demand, except as the Executive and Company may agree otherwise. 5.5. Whether or not the Executive's employment is later terminated, upon purchase of shares of common stock of the Company pursuant to the tender offer by Yellow Corporation and/or a subsidiary of the Yellow Corporation, the Company shall pay to the Executive a single lump sum cash amount equal to the product of $315,000 less (i) the target annual bonus or incentive award applicable to the Executive under each of the Company's annual bonus or incentive compensation plans (such target award to be determined pursuant to the provisions of each such plan or, if no such provisions exist in the case of any required withholding such plan, as further determined by the Compensation Committee of the Board, as constituted immediately prior to the Change in Control, in its sole discretion), in respect of the year in which such Change in Control occurs and (ii) a fraction, the numerator of which shall be the number of months (including fractions thereof) from the first day of the year in which the Change in Control occurs to the date on which the Change in Control occurs, unless the Change in Control occurs during the year in which the Executive's first day of employment by the Company occurs, in which case the numerator shall be the number of months (including fractions thereof) from the first day of employment by the Company to the date on which the Change in Control occurs, and the denominator of which shall be twelve (12); and (B) all options held by the Executive to acquire Company stock shall immediately become vested and exercisable in full, and all other Company stock‑based awards held by the Executive shall vest and be paid at such time or times on or after the date on which such Change in Control occurs, and to such extent, as shall be set forth in the award agreement documenting such awards (it being understood and agreed that any stock-based award agreements will provide for vesting and payment of such awards in connection with a Change in Control at such time or times and on such terms and conditions as the Committee deems advisable to comply with or qualify for an exclusion from Section 11409A of the Code). The lump sum cash amount payable pursuant to Section 5.4(A) above shall be credited against any annual bonus or incentive award to which the Executive may be entitled for the year in which the Change in Control occurs pursuant to the Performance-Linked Bonus Plan for Selected Executive Officers or any other annual bonus or incentive plan in which the Executive participates in such year, provided that such annual bonus or incentive award qualifies (or will qualify) for treatment as a short-term deferral under Treasury Regulation section 1.409A-1(b)(4) or is otherwise not subject to Section 409A of the Code, it being the intention hereof that, between Section 5.4(A) above and any annual bonus or incentive award plan pursuant to which the Executive is entitled to an annual bonus or incentive award for the year in which the Change in Control occurs, the Executive will receive any annual bonus or incentive award to which the Executive may be entitled for the year in which the Change in Control occurs but not less than the lump sum cash amount payable pursuant to Section 5.4(A) above.