exv10w77



 





Exhibit 10.77




CNF INC.

SUMMARY OF INCENTIVE COMPENSATION PLANS FOR

2005




For 2005, CNF Inc. and certain of its subsidiaries (each a “CNF Company”) have adopted short-term
incentive compensation plans that provide for annual incentive compensation to be paid to plan
participants if certain performance goals are met by the applicable CNF Company. This document
summarizes the general terms of those plans. The plans vary in terms of the performance measures
to be met, and the amount of compensation to be paid, but generally contain the terms as described
below.




THE PLANS




In order to motivate eligible employees to perform more effectively and efficiently, each CNF
Company has established a short-term incentive compensation plan (Plan), under which participants
are eligible to receive short-term incentive compensation payments based upon calendar year 2005
Incentive Performance Goals.




DESIGNATION OF PARTICIPANTS




Participation in each Plan is primarily limited to full-time non-contractual employees of the
applicable CNF Company. A master list of each Plan’s participants is maintained in the office of
the President of the applicable CNF Company.




ELIGIBILITY FOR PAYMENT




Participants generally commence participation in the Plans on January 1, 2005. Eligible employees
who are employed by a CNF Company after January 1 commence participation at the beginning of the
first full calendar quarter after joining the CNF Company. Calendar quarters begin January 1,
April 1, July 1, and October 1 or the

first working day thereafter. A participant who commences participation in the Plan during the
2005 Plan year, and who participates less than four full quarters, receives a pro rata payment
based on the number of full calendar quarters of Plan participation.




Subject to the following exceptions, no participant is eligible to receive any payment under a Plan
unless on the date the payment is actually made that person is then currently (i) employed by a CNF
Company and (ii) a Plan participant.




EXCEPTION 1. A Plan participant who is employed by a CNF Company through December 31, 2005, but
leaves that employment or otherwise becomes ineligible after December 31, 2005 but before
the final payment is made relating to 2005, unless terminated for cause, is entitled to
receive payments under the Plan.




 









 







EXCEPTION 2. An appropriate pro rata payment will be made (1) to a Plan participant who retires
prior to December 31, 2005 pursuant to the CNF Inc. Retirement Plan and who, at the time of
retirement, was a participant in the Plan, (2) to the heirs, legatees, administrators or
executors of a Plan participant who dies prior to December 31, 2005 and who, at the time of
death, was a participant in the Plan, (3) to a Plan participant who is placed on an approved
leave prior to December 31, 2005, or (4) to a Plan participant who is transferred to
another CNF Company and who remains an employee through December 31, 2005.



METHOD OF PAYMENT




Each Plan participant is assigned an incentive participation factor as a percent of
annual compensation. The incentive participation factor is indexed to specific performance goals
such as revenue, profit, etc.




Minimum and incentive factor performance goals are established separately for each Plan.
Participants are not entitled to any payments under the Plan until the minimum performance goal
is achieved. Incentive compensation for the assigned goals will be earned on a pro rata basis
for accomplishments between the minimum level and the incentive plan goals and may be earned at a different rate for performance over the incentive plan
goal.




The maximum payment that any Plan participant may receive is 200% of incentive compensation factor.
In addition, the aggregate amount of payments to all participants is limited to the amount of a
specified pool of funds.




DATE OF PAYMENT




The President of each CNF Company may authorize a partial payment of the estimated annual incentive
compensation earned under the Plan to be made in December 2005. The final payment to
participants, less any previous partial payment, is to be made on or before March 15, 2006.




INCENTIVE PERFORMANCE GOALS




Incentive Performance Goals are defined by each Plan but generally consist of profits equal to
earnings before deducting any amounts expensed for Loss and Damage, Workers Compensation, Company
and/or qualified subsidiary incentive plans, income taxes and for some plans interest income and
expense. Incentive Performance Goals may also include specific levels of revenue, profit, or other
measurable factors. The Compensation Committee of the CNF Board of Directors reserves the right to
define and determine whether an extraordinary item is to be included in the calculated profit
figure.





 









 








ANNUAL COMPENSATION




Annual Compensation for incentive purposes for each Plan participant is that participant’s
annualized salary before any incentive or other special compensation (including, but not limited
to, short and long term disability insurance plan payments) as of February 1st 2005 for
participants eligible as of the beginning of the year. For those qualifying in subsequent
quarters, the first pay period following the date the participant becomes eligible to participate
in this Plan will be used. The term “special compensation” used herein does not include deferred
salary arrangements wherein the participant could have chosen to receive the deferred salary in
the Plan year.




LAWS GOVERNING PAYMENTS




No payment shall be made under this Plan in an amount that is prohibited by law.




AMENDMENT, SUSPENSION, AND ADMINISTRATION OF PLAN




The Board of Directors of the CNF Company may at any time amend, suspend, or terminate the
operation of the Plans, by thirty-day written notice to the Plan participants, and has full
discretion as to the administration and interpretation of this Plan. No participant in this Plan
shall at any time have any right to receive any payment under this Plan until such time, if any, as
any payment is actually made.




DURATION OF PLANS




The Plans are for the calendar year 2005 only.