First Extension. On April 1, 2009, the Restricted Period shall be extended from three to six months following your termination of employment with the Company unless the Board of Directors of YRCW (the “Board”) votes to cancel this extension or you notify the Company in writing that you have cancelled this extension, in each case, prior to April 1, 2009. If this extension is effected, subject to the terms and restrictions set forth in this Section 5(b), YRCW shall pay you additional Consideration in an amount equal to one-third of your base salary on April 1, 2010; provided, that the Company still employs you on April 1, 2010. If your employment with the Company ends as a result of your resignation for any reason (other than your resignation following an event that is deemed termination for Cause as described below in this Section 5) or the Company terminates your employment with Cause, in each case, before June 30, 2010, YRCW shall not be required to pay to you the April 1, 2010 payment or any future payments under this agreement, and you shall return the April 1, 2010 payment. If the Company terminates your employment without Cause or by reason of your death or permanent and total disability before the April 1, 2010 payment is made, YRCW shall pay to you or your estate all unpaid Consideration on the date that is six months following your termination by the Company without Cause; provided, that you have not breached any applicable provision of this agreement, in which case the remaining payments of the Consideration will not be made, and YRCW shall withhold payment of the remaining payments of the Consideration as damages for any such breach.
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Sources: Non Competition, Non Solicitation, Non Disparagement and Confidentiality Agreement, Non Competition, Non Solicitation, Non Disparagement and Confidentiality Agreement (YRC Worldwide Inc.)