EX-4.9



 Exhibit 4.9 

OPTION AWARD AGREEMENT AS GOVERNED BY THE TERMS OF THE XPO LOGISTICS, INC. 2011 OMNIBUS INCENTIVE COMPENSATION PLAN,
dated as of February 13, 2012, between XPO LOGISTICS, INC., a Delaware corporation (the “Company”), and JOHN J. HARDIG. 
 This Option Award Agreement (the “Award Agreement”) sets forth the terms and conditions of an award of options to purchase 50,000 shares (this “Award”) of the
Company’s common stock, $0.001 par value per share (each, a “Share”), that are being granted to you on the date hereof (such date, the “Grant Date”), at an exercise price of $14.09 per Share (the
“Exercise Price”), that are subject to the terms and conditions specified herein (each such option to purchase one Share, an “Option”), and that are governed by the terms and conditions of the XPO Logistics, Inc.
2011 Omnibus Incentive Compensation Plan (the “Plan”). The Options are not intended to qualify as “incentive stock options” (within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended).

 THIS AWARD IS SUBJECT TO ALL TERMS AND CONDITIONS OF THE PLAN AND THIS AWARD AGREEMENT, INCLUDING THE DISPUTE RESOLUTION
PROVISIONS SET FORTH IN SECTION 10 OF THIS AWARD AGREEMENT. BY SIGNING YOUR NAME BELOW, YOU SHALL HAVE CONFIRMED YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AWARD AGREEMENT. 

SECTION 1. The Plan. This Award is granted to you as an inducement to serve as the Company’s Chief Financial Officer and as
an incentive for increased efforts during such service. Although this Award is not granted under the Plan, it is governed by the terms and conditions of the Plan, all of which are hereby incorporated in this Award Agreement. In the event of any
conflict between the terms of the Plan and the terms of this Award Agreement, the terms of the Plan shall govern. Except as explicitly set forth in this Award Agreement, in the event of any conflict between the terms of this Award Agreement and the
terms of any individual employment agreement between you and the Company or any of its Subsidiaries (an “Employment Agreement”), the terms of your Employment Agreement will govern. 

SECTION 2. Definitions. Capitalized terms used in this Award Agreement that are not defined in this Award Agreement have the
meanings as used or defined in the Plan. As used in this Award Agreement, the following terms have the meanings set forth below: 
 “Business Day” means a day that is not a Saturday, a Sunday or a day on which banking institutions are legally permitted to be closed in the City of New York. 

“Cause” has the meaning set forth in your Employment Agreement. 







 “Vesting Date” means each date on which all or a portion of
the Options subject to this Award Agreement become fully vested and exercisable as provided in Section 3(a) or 3(c) of this Award Agreement. 
 SECTION 3. Vesting and Exercise. (a) Vesting Schedule. (i) On each Vesting Date set forth below, your rights with respect to the number of Options that corresponds to such Vesting
Date, as specified in the chart below, shall become vested and such Options shall become exercisable, provided that you must be employed by the Company or an Affiliate on the relevant Vesting Date, except (A) as otherwise determined by the
Committee in its sole discretion, (B) as set forth in Section 3 of this Award Agreement or (C) as otherwise provided in your Employment Agreement. 

(ii) In the event that your employment with the Company is terminated prior to the last Vesting Date under any of the
circumstances described in your Employment Agreement, your entitlement to vest in the Options pursuant to this Award shall be governed by the relevant section of your Employment Agreement. 

 

									
	 Scheduled Vesting Date
	  	Percentage
Vested on
Such Date	 	 	Number
of
Options
Vesting
on Such
Date	 
	 September 2, 2012
	  	 	20	% 	 	 	10,000	  
	 September 2, 2013
	  	 	20	% 	 	 	10,000	  
	 September 2, 2014
	  	 	20	% 	 	 	10,000	  
	 September 2, 2015
	  	 	20	% 	 	 	10,000	  
	 September 2, 2016
	  	 	20	% 	 	 	10,000	  

 (b) Exercise of Options. Options, to the extent that they are vested, may be exercised, in whole
or in part (but for the purchase of whole Shares only), by delivery to the Company of (i) written or electronic notice, complying with the applicable procedures established by the Committee or the Company, stating the number of Options that are
thereby exercised, and (ii) full payment, in accordance with Section 6(b) of the Plan, of the aggregate Exercise Price for the Shares with respect to which the Options are thereby exercised. The notice shall be signed by you or any other
person then entitled to exercise the Options. Upon exercise and full payment of the Exercise Price for Shares with respect to which the Options are thereby exercised, subject to Section 7(a) of this Award Agreement, the Company shall issue to
you or your legal representative (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company, the delivery of share certificates or as otherwise determined by the Company) one Share issued
pursuant to this Award Agreement for each Option you have exercised. 

  
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 (c) Change of Control. In the event of a Change of Control, all outstanding Options
shall accelerate vesting and become exercisable as of immediately prior to such Change of Control. In addition, all outstanding Options shall accelerate vesting in accordance with the terms of Section 3(d) of your Employment Agreement in the
event your employment is terminated without Cause prior to a Change of Control and such termination of employment is in anticipation of the Change of Control and such Change of Control actually occurs not later than six months following the date on
which such termination occurs. 
 SECTION 4. Forfeiture of Options. (a) Notwithstanding the foregoing, unless the
Committee determines otherwise, and except as otherwise provided in your Employment Agreement or in Section 3 of this Award Agreement, if the Vesting Date with respect to any Options awarded to you pursuant to this Award Agreement has not
occurred prior to the earliest to occur of (i) the date on which your employment with the Company or any of its Subsidiaries terminates, (ii) the date on which you breach any restrictive covenant (which, for the avoidance of doubt,
includes any non-compete, non-solicit or confidentiality provisions, but does not include any non-disparagement provision set forth in Section 7(f) of your Employment Agreement or otherwise) contained in any arrangements with the Company
(including your Employment Agreement) to which you are subject and (iii) the date on which you engage in fraud or wilful misconduct that contributes materially to any financial restatement or material loss to the Company or any of its
Subsidiaries, your rights with respect to such Options shall immediately terminate, and you shall be entitled to no further payments or benefits with respect thereto. Furthermore, except as otherwise provided in your Employment Agreement, in the
event that the Company terminates your employment for Cause or you engage in conduct described in clause (ii) or (iii) of the immediately preceding sentence, the Company may, (A) in the case of a termination for Cause, at any time up
to six months after such termination, or (B) in the case of a violation of the restrictive covenants or engaging in fraud or willful misconduct, at any time up to six months after learning of such conduct, but in no event more than two years
after you engage in such conduct, (x) terminate or cancel the Options, including any vested amounts thereof, (y) require you to forfeit or remit to the Company any amount payable, or the after-tax net amount paid or received by you, in
respect of any Options the vesting of which was accelerated upon termination of your employment for any reason, and (z) require you to forfeit or remit to the Company any Shares (or the equivalent value in cash) required to be held by you under
the Company’s Stock Ownership Guideline (subject, in the case of this Award Agreement and all other equity-based award agreements with the Company, to an aggregate maximum of four times your base salary, as in effect on the date of termination)
and that were issued to you upon exercise of the Options; provided, however, that, in cases where cure is possible, you shall first be provided a 15-day cure period to cease and to cure such conduct. 

(b) Notwithstanding the foregoing, unless the Committee determines otherwise, and except as otherwise provided in your Employment
Agreement, vested and unexercised Options shall automatically expire on the earliest to occur of (i) the date of the termination of your employment for Cause, (i) the date on which you breach any restrictive covenant (which, for the
avoidance of doubt, includes any non-compete, non-

  
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solicit, non-disparagement or confidentiality provisions) contained in any arrangements of the Company (including your Employment Agreement) to which you are subject, (iii) the date on which
you engage in fraud or willful misconduct that materially contributes to any financial restatements or material loss to the Company or any of its Subsidiaries, and (iv) three months after the date of the termination of your employment if your
employment is terminated by the Company for any reason other than Cause or you resign voluntarily for any reason, subject, in each case, to the provisions of the last sentence of Section 4(a) of this Award Agreement. 

(c) Notwithstanding any provision of this Award Agreement or your Employment Agreement to the contrary, all Options shall automatically
expire on the tenth anniversary of the Grant Date. 
 SECTION 5. No Rights as a Stockholder. You shall not have any
rights or privileges of a stockholder with respect to the Options subject to this Award Agreement unless and until certificates representing Shares are actually issued and delivered to you or your legal representative upon exercise of vested
Options. 
 SECTION 6. Non-Transferability of Options. Unless otherwise provided by the Committee in its discretion,
Options may not be sold, assigned, alienated, transferred, pledged, attached or otherwise encumbered except as provided in Section 9(a) of the Plan. Any purported sale, assignment, alienation, transfer, pledge, attachment or other encumbrance
of an Option in violation of the provisions of this Section 6 and Section 9(a) of the Plan shall be void. 
 SECTION
7. Withholding, Consents and Legends. (a) Withholding. The delivery of Shares pursuant to Section 3(b) of this Award Agreement is conditioned on satisfaction of any applicable withholding taxes in accordance with this
Section 7(a) and Section 9(d) of the Plan. No later than the date as of which an amount first becomes includible in your gross income for Federal, state, local or foreign income tax purposes with respect to the exercise of any Options, you
shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any Federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld with respect to such amount. In the
event that there is withholding tax liability in connection with the exercise of an Option, you may satisfy, in whole or in part, any withholding tax liability by having the Company withhold from the number of Shares you would be entitled to receive
upon exercise of the Option a number of Shares having a Fair Market Value (which shall either have the meaning set forth in the Plan or shall have such other meaning as determined by the Company in accordance with applicable withholding
requirements) equal to such withholding tax liability. 
 (b) Consents. Your rights in respect of the Options are
conditioned on the receipt to the full satisfaction of the Committee of any required consents that the Committee may determine to be necessary or advisable (including your consent to the Company’s supplying to any third-party recordkeeper such
personal information as the Committee deems advisable to administer this Award). 

  
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 (c) Legends. The Company may affix to certificates for Shares issued pursuant to this
Award Agreement any legend that the Committee determines to be necessary or advisable (including to reflect any restrictions to which you may be subject under any applicable securities laws). The Company may advise the transfer agent to place a stop
order against any legended Shares. 
 SECTION 8. Successors and Assigns of the Company. The terms and conditions of this
Award Agreement shall be binding upon and shall inure to the benefit of the Company and its successors and assigns. 
 SECTION
9. Committee Discretion. The Committee shall have full and plenary discretion with respect to any actions to be taken or determinations to be made in connection with this Award Agreement, and its determinations shall be final, binding and
conclusive. 
 SECTION 10. Dispute Resolution. (a) Jurisdiction and Venue. Notwithstanding any provision in
your Employment Agreement, you and the Company irrevocably submit to the exclusive jurisdiction of (i) the United States District Court for the Southern District of New York and (ii) the courts of the State of New York for the purposes of
any suit, action or other proceeding arising out of this Award Agreement or the terms and conditions of the Plan. You and the Company agree to commence any such action, suit or proceeding either in the United States District Court for the Southern
District of New York or, if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the courts of the State of New York. You and the Company further agree that service of any process, summons, notice or
document by U.S. registered mail to the other party’s address set forth below shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which you have submitted to jurisdiction in this
Section 10(a). You and the Company irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Award Agreement or the terms and conditions of the Plan in (A) the United
States District Court for the Southern District of New York or (B) the courts of the State of New York, and hereby and thereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action,
suit or proceeding brought in any such court has been brought in an inconvenient forum. 
 (b) Waiver of Jury Trial. You
and the Company hereby waive, to the fullest extent permitted by applicable law, any right either of you may have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with this Award Agreement
or the terms and conditions of the Plan. 
 (c) Confidentiality. You hereby agree to keep confidential the existence of,
and any information concerning, a dispute described in this Section 10, except that you may disclose information concerning such dispute to the court that is considering such dispute or to your legal counsel (provided that such counsel agrees
not to disclose any such information other than as necessary to the prosecution or defense of the dispute). 

  
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 SECTION 11. Notice. All notices, requests, demands and other communications required
or permitted to be given under the terms of this Award Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three Business Days after they have been mailed by U.S. certified or
registered mail, return receipt requested, postage prepaid, addressed to the other party as set forth below: 
  

			
	 If to the Company:
	  	 XPO Logistics, Inc.
 Five
Greenwich Office Park
 Greenwich, CT 06831
 Attention: General Counsel

		
	 with copies to:
	  	 Cravath, Swaine & Moore LLP

825 Eighth Avenue
 New York, NY 10019

Attention: Jennifer S. Conway, Esq.
 Facsimile:
(212) 474-3700

		
	 If to you:
	  	To your address as most recently supplied to the Company and set forth in the Company’s records

 The parties may change the address to which notices under this Award Agreement shall be sent by providing
written notice to the other in the manner specified above. 
 SECTION 12. Governing Law. This Award Agreement shall be
deemed to be made in the State of Delaware, and the validity, construction and effect of this Award Agreement in all respects shall be determined in accordance with the laws of the State of Delaware, without giving effect to the conflict of law
principles thereof. 
 SECTION 13. Headings and Construction. Headings are given to the Sections and subsections of this
Award Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Award Agreement or any provision thereof. Whenever the words
“include”, “includes” or “including” are used in this Award Agreement, they shall be deemed to be followed by the words “but not limited to”. The term “or” is not exclusive. 

SECTION 14. Amendment of this Award Agreement. The Committee may waive any conditions or rights under, amend any terms of, or
alter, suspend, discontinue, cancel or terminate this Award Agreement prospectively or retroactively; provided, however, that any such waiver, amendment, alteration, suspension, discontinuance, cancelation or termination that would
materially and adversely impair your rights under this Award Agreement shall not to that extent be effective without your consent (it being understood, notwithstanding the foregoing proviso, that this Award Agreement and the Options shall be subject
to the provisions of Section 7(c) of the Plan). 

  
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 SECTION 15. Counterparts. This Award Agreement may be signed in counterparts, each of
which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. You and the Company hereby acknowledge and agree that signatures delivered by facsimile or electronic means (including by
“pdf”) shall be deemed effective for all purposes. 

  
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 IN WITNESS WHEREOF, the parties have duly executed this Award Agreement as
of the date first written above. 
  

							
	XPO LOGISTICS, INC.,
				
		 	by	 		 	
		 		 	 /s/ Gordon E. Devens

		 		 	Name:	 	Gordon E. Devens
		 		 	Title:	 	Senior Vice President, General Counsel
	
	JOHN J. HARDIG,
			
		 		 	 /s/ John J. Hardig




  
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