Execution Copy
1
AMENDMENT NO.1
TO
AMENDED AND RESTATED
SEVERANCE AGREEMENT
BY AND BETWEEN
CON-WAY TRANSPORTATION SERVICES, INC. AND ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Effective January 1, 2003
This Amendment No. 1 (this "Amendment") is made to the Severance
Agreement as of July 31, 2000 by and between Con-Way
Transportation Services, Inc. (the "Company"), a wholly owned
subsidiary of CNF Inc., a Delaware corporation, and ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ (the "Executive") (the "Severance Agreement").
WHEREAS, on July 31, 2000, the Company and the Executive entered
into this Severance Agreement;
WHEREAS, the Board of Directors of the Company has determined
that it is in the best interests of the Company and of its
stockholders to amend the Severance Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained in this Amendment, the Company and the
Executive agree as follows (capitalized terms used without
definition have the meanings given to those terms in the
Severance Agreement):
1. Amendment to Severance Payment. The severance payment set
forth in
Section 6.1(A) of the Severance Agreement shall be amended
in its entirety to read as follows:
(A) In lieu of any further salary payments to the Executive
for periods subsequent to the Date of Termination and
in lieu of any severance benefit otherwise payable to
the Executive, the Company shall pay to the Executive a
lump sum severance payment, in cash, equal to three
times the sum of (i) the Executive's annual base salary
as in effect immediately prior to the Date of
Termination or, if higher, in effect immediately prior
to the Change in Control and (ii) the average annual
bonus earned by the Executive pursuant to any annual
bonus or incentive plan maintained by the Company in
respect of the three fiscal years ending immediately
prior to the fiscal year in which occurs the Change in
Control.
2. Amendment to Additional Retirement Benefits. Section 6.
1(D) of the Severance
Agreement shall be deleted.
3. Amendment to Definition of the Term "Good Reason". Section
15(P) of the Severance Agreement (definition of the term
"Good Reason") shall be amended by deleting the following
paragraph at the end of Section 15(P):
"Notwithstanding anything in this Agreement to the
contrary, if the Executive's employment is terminated
by the Executive for any reason during the one-month
period commencing on the first anniversary of a Change
in Control, such termination shall be deemed a
termination of the Executive's employment for Good
Reason."
4. Name Change. The name of "CNF Transportation Inc." has been
changed to "CNF Inc." and all references in the Severance
Agreement to "CNF Transportation Inc." shall be changed to
references to "CNF Inc."
5. Effective Date. The effective date of this Amendment shall
be January 1, 2003. Except as expressly amended, the
Severance Agreement remains unchanged and in full force and
effect.
CNF INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chairman of the Board
EXECUTIVE
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇