Common use of Condition of Grant Clause in Contracts

Condition of Grant. By accepting this Award, you acknowledge and agree that the terms of each award, if any, previously granted to you under the Plan and each award, if any, previously granted to you under the XPO Logistics, Inc. Cash Long-Term Incentive Plan (the “Cash LTIP”), in each case, that remains outstanding on the Grant Date (each, a “Prior Award”) are hereby amended so that the definition of “Change of Control” applicable to each Prior Award is superseded and replaced in its entirety by the definition of “Change of Control” set forth in this Award Agreement. Accordingly, and notwithstanding anything to the contrary in the Plan, the Cash LTIP, or any award agreement governing any Prior Award, or otherwise, from and after the Grant Date, an event or transactions shall be considered a “Change of Control” with respect to your Prior Awards only if it constitutes a “Change of Control” within the meaning of the definition of such term set forth in this Award Agreement. The grant of this Award is expressly conditioned upon your acknowledgement and agreement to the amendment of the terms of your Prior Awards, if any, as set forth in this Section 19. For the avoidance of doubt, this Section 19 is applicable to you only if you have a Prior Award and does not provide for, or result in, a granting of a Prior Award.