Exhibit 10.75
 NON-CHANGE IN CONTROL SEVERANCE POLICY
 (CON-WAY INC. AND CON-WAY ENTERPRISE SERVICES INC.)
 Attachment 1
   1.
    
    Qualifying Termination of Employment. An Executive will be eligible to receive the
severance payments and benefits described in this Policy only if the Executive incurs a
Severance.
 2.
    
    Severance Payments and Benefits. Subject to the other provisions of this Policy, if
an Executive incurs a Severance the Executive shall be entitled to receive the following from
the Employer:
 (a)
    
    Severance Payment.The Severance Payment is in lieu of any severance payment or benefit to which
the Executive may otherwise be entitled under any other severance plan or agreement of any
Participating Employer or Affiliate, except as otherwise provided in the third paragraph of
this Policy.(b)
    
    Prorated Annual Bonus Amount, provided that the Executive has been employed for
at least one full calendar quarter during the year in which the Severance occurs.(c)
    
    Health Benefits.
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(d)
    
    Outplacement Services.
 In addition, if an Executive incurs a Severance the Executives unvested Qualifying Long-Term
Incentive Awards will vest in accordance with and to the extent provided in the Vesting
Provisions. Awards made under the EIP prior to the date of this Policy shall vest, if at all, in
accordance with the terms of the applicable award agreement and any performance-based awards
that are not Qualifying Long-Term Incentive Awards shall not vest upon a Severance.
 3.
    
    Waiver and Release; Agreement to Comply with Covenants. An Executive shall not be
eligible to receive a Severance Payment, Prorated Annual Bonus Amount, Health Benefits or
Outplacement Services under the Policy unless:
 (a)
    
    the Executive (or, in the event of the death of the Executive, the executor, personal
representative or administrator of the Executives estate) first executes a written waiver
and release substantially in the form of Attachment 2 hereto after the Severance
Date and such release becomes effective prior to the time that the Executive (or the
Executives estate, as applicable) is to receive all or any part of the Severance Payment,
the Prorated Annual Bonus Amount, Health Benefits or Outplacement Services; and
 (b)
    
    the Executive executes an agreement, in form and substance satisfactory to the
Employer, pursuant to which the Executive agrees to comply with each of the covenants set
forth on Attachment 3, for the following periods of time: (i) Non-solicitation,
twenty-four (24) months after the Severance Date; and (ii) Confidential Information and
Non-Disparagement, period of unlimited duration.
 4.
    
    Timing of Payments; Taxes. The Employer shall pay to the Executive the Severance
Payment and any Health Benefits that are payable in cash, in each case less amounts withheld
for Taxes as required under applicable law, on the earliest date or dates permitted under Code
section 409A, as determined by Tax Counsel or, in the absence of a determination by Tax
Counsel, on the date that is six (6) months and one (1) day after the Severance Date (or as
soon as practicable thereafter, but in no event later than ten (10) business days immediately
following such date). The Employer shall pay to the Executive the Prorated Annual Bonus
Amount, less amounts withheld for Taxes as required under applicable law, on the earliest date
or dates permitted under Code section 409A, as determined by Tax Counsel, but in no
event prior to the end of the calendar year in which the Severance occurs. The Employer shall
use good faith efforts to obtain from Tax Counsel the determinations contemplated by this
Section 4. The Executive shall be liable for the payment of all Taxes. The Employer shall be
entitled to withhold from amounts to be paid to the Executive hereunder any Taxes which it is
from time to time required to withhold.
 5.
    
    Disputes and Controversies. In the event that the Executive or a dependent of the
Executive believes that he or she is not receiving the full amounts to which he or she is
entitled under the Policy, such person may make a claim to the Employer Board and the claims
procedure set forth in Section 15 of the EIP shall apply with the Employer Board treated as
the Committee. Although claims for amounts under this Policy are governed by claims
procedures under the EIP that also apply to ERISA-covered claims, neither this Policy nor any
amounts payable hereunder are, or are intended to be, governed by ERISA.
 Any further dispute or controversy arising under or in connection with the Policy which remains
after the final decision of the Employer Board shall be settled exclusively by arbitration,
conducted
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before a single neutral arbitrator in accordance with the American Arbitration
Associations National Rules for Resolution of Employment Disputes as then in effect. Such
arbitration shall be conducted in the metropolitan area closest to where the Executive lives.
Judgment may be entered on the arbitrators award in any court having jurisdiction over such
metropolitan area; provided however, that the Executive shall be entitled to seek
specific performance of his/her right to be paid or to receive benefits hereunder during the
pendency of any dispute or controversy under or in connection with this Policy. The fees and
expenses of the arbitrator and the arbitration shall be borne by the Employer.
 If, for any legal reason, a controversy arising from or concerning the interpretation or
application of this Policy cannot be arbitrated as provided above, the parties agree that any
civil action shall be brought in United States District Court in the metropolitan area closest
to where the Executive lives or, only if there is no basis for federal jurisdiction, in state
court closest to where the Executive lives. The parties further agree that any such civil action
shall be tried to the court, sitting without a jury. The parties knowingly and voluntarily waive
trial by jury.
 Notwithstanding the foregoing, if at the time a dispute or controversy arises the Executive is
working outside of the United States, and if at such time the Executive maintains a residence in
the United States, the dispute or controversy will be resolved (i) by arbitration in the
metropolitan area closest to the Executives residence in the United States or (ii) by
litigation in the United States District Court in the metropolitan area closest to the
Executives residence in the United States or, only if there is no basis for federal
jurisdiction, in state court closest to the Executives residence in the United States. If the
Executive does not maintain a United States residence at such time, the dispute or controversy
will be subject to arbitration in San Mateo, California or to litigation in the United States
District Court for the Northern District of California (or if such court does not have
jurisdiction or will not
accept jurisdiction, in any court of general jurisdiction in California).
 6.
    
    Fees and Expenses; Mitigation. The Employer shall pay to the Executive all legal
fees and expenses incurred by the Executive in seeking in good faith to obtain or enforce any
benefit or right provided by the Policy. Such payment shall be made within five (5) business
days after delivery of the Executives written requests for payment accompanied with such
evidence of fees and expenses incurred as the Employer reasonably may require. The Employer
shall not be obligated to pay legal fees and expenses incurred by any person other than the
Executive or the Executives successor in interest hereunder. However, the Employer shall be
obligated to pay legal fees and expenses incurred by the Executive on behalf of the
Executives dependents and legal fees and expenses incurred by the estate of the Executive on
behalf of the Executive or the Executives dependents.
 The Employer agrees that, if the Executive incurs a Severance, the Executive is not required to
seek other employment or to attempt in any way to reduce any amounts payable to the Executive
hereunder. Further, the amount of any payment or benefit provided for in the Policy shall not be
reduced (except as provided in the definition of Health Benefits) by any compensation earned by
the Executive as the result of employment by another employer, by retirement benefits, by offset
against any amount claimed to be owed by the Executive to the Employer, or otherwise.7.
    
    NOTICE OF TERMINATION.
 (a)
    
    Any Involuntary Termination shall be communicated by written notice from the Employer
to the Executive in accordance with Section 8(i), and shall follow the applicable
procedures set forth in this Section 7. A notice of termination for Cause shall include a
copy of a resolution duly
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adopted by the affirmative vote of not less than three-quarters
(3/4) of the entire membership of the Employer Board at a meeting of the Employer Board
which was called and held for the purpose of considering such termination (after reasonable
notice to the Executive of no less than thirty (30) days and an opportunity for the
Executive, together with the Executives counsel, to be heard before the Employer Board and
to have no less than thirty (30) days to substantially cure the acts or omissions that are
the basis for Executives termination of employment) finding that, in the good faith
opinion of the Employer Board, the Executive was guilty of conduct set forth in clause (i)
or (ii) of the definition of Cause herein, and specifying the particulars thereof in
detail.
 (b)
    
    The notice of termination from the Employer shall specify the date of termination,
which shall not be less than ten (10) days from the date such notice of termination is
given. Once the Employer has specified a date of termination in a notice of termination,
the date of termination may not be changed except by mutual consent of the Employer and the
Executive.
 (c)
    
    Any Termination for Good Reason shall be communicated by written notice from the
Executive to the Employer in accordance with Section 8(i) of this Policy. A
notice of Termination for Good Reason shall indicate the specific provision in the Agreement
relied upon and shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for Termination for Good Reason. The notice of termination shall specify the
termination date, which shall not be less than thirty (30) days nor more than sixty (60)
days, respectively, from the date such notice is given and which shall constitute the
Severance Date for purposes of the Agreement. Once the Executive has specified a date of
termination in a notice of termination, the date of termination may not be changed except by
mutual consent of the Employer and the Executive.
 8.
    
    General Provisions
 (a)
    
    This Policy may be terminated or amended at any time in the sole discretion of the
Company; provided that such action shall not affect the rights under the Policy of
an Executive who incurs a Severance prior to such action.
 Notwithstanding the proviso in the preceding paragraph, the Participating Employers intend
for the Policy to comply with the requirements of Code section 409A such that none of the
payments hereunder will result in compensation to be includible in an Executives income
pursuant to Code section 409A(a)(1)(A). The Policy shall be interpreted in a manner
consistent with such intent. If at any time any provision of the Policy would cause
compensation to be includible in an Executives income pursuant to Code section
409A(a)(1)(A), such provision shall be void, and the Executives Employer shall have the
unilateral right to amend the Policy retroactively for compliance with Code section 409A in
such a way as to achieve substantially similar economic results without causing such
inclusion. Any such amendment shall be binding on the Executive. In the event the Policy
does not comply with the requirements of Code section 409A, the Executive will be solely
responsible for any adverse tax consequences to the Executive.
 (b)
    
    Except as otherwise provided herein or by law, no right or interest of the Executive
under the Policy shall be assignable or transferable, in whole or in part, either directly
or by operation of law or otherwise, including without limitation by execution, levy,
garnishment, attachment, pledge or in any manner; no attempted assignment or transfer
thereof shall be effective; and no right or interest of the Executive under the Policy
shall be liable for, or subject to, any obligation
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or liability of such Executive. When a
payment is due under the Policy to an Executive who is unable to care for his or her
affairs, payment may be made directly to the Executives legal guardian or personal
representative.
 (c)
    
    If the Employer, the Company or any Affiliate is obligated pursuant to applicable law
or by virtue of being a party to a contract (other than this Policy) to pay severance pay,
a termination indemnity, notice pay or the like to an Executive or if the Employer, the
Company or any Affiliate is obligated by law to provide advance notice of separation
(Notice Period) to an Executive, then any Severance Payment made to the Executive
hereunder shall be reduced by the
amount of any such severance pay, termination indemnity, notice pay or the like, as
applicable, and by the amount of any compensation received during any Notice Period.(d)
    
    Neither the entering into of this Policy, nor the payment of any benefits hereunder
shall be construed as giving an Executive, or any person whomsoever, the right to be
retained in the service of the Employer, and the Executive shall remain subject to
discharge to the same extent as if the Policy had never been executed.(e)
    
    If any provision of the Policy shall be held invalid or unenforceable, such invalidity
or unenforceability shall not affect any other provisions hereof, and the Policy shall be
construed and enforced as if such provisions had not been included.(f)
    
    The Policy shall be binding upon and shall inure to the benefit of and be enforceable
by the Employer and its successors and assigns, and by an Executive and by the personal and
legal representatives, executors, administrators, successors, heirs, distributees, devisees
and legatees of the Executive. If an Executive shall die while any amount would still be
payable to the Executive (other than amounts which, by their terms, terminate upon the
death of the Executive) if the Executive had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of the Policy to the
executors, personal representatives or administrators of the Executives estate.(g)
    
    The headings and captions herein are provided for reference and convenience only, shall
not be considered part of the Policy, and shall not be employed in the construction of the
Policy.(h)
    
    The Policy shall not be funded. No Executive shall have any right to, or interest in,
any assets of the Employer which may be applied by the Employer to the payment of benefits
or other rights under the Policy.(i)
    
    All notices and all other communications provided for in the Policy (i) shall be in
writing, (ii) shall be hand delivered, sent by overnight courier or by United States
registered mail, return receipt requested and postage prepaid, addressed, in the case of
the Employer, to the principal office of the Employer, attention President, and in the case
of the Company, to 2855 Campus Drive, San Mateo, California 94403, attention General
Counsel, and in the case of an Executive, to the last known address of the Executive, and
(iii) shall be effective only upon actual receipt.(j)
    
    This Policy shall be construed and enforced according to the laws of the State of
Delaware (without giving effect to the conflict of laws principles thereof) to the extent
not preempted by federal law, which shall otherwise control.
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ATTACHMENT 1
TO
NON-CHANGE IN CONTROL SEVERANCE POLICY
(CON-WAY INC. AND CON-WAY ENTERPRISE SERVICES INC.)
DEFINITIONS
 Affiliate
 Cause
 COBRA
 Disability
 EIP
 Employer
 Employer Board
 ERISA
 Executive
 Health Benefits




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(a)
    
    The Health Benefits shall be reduced to the extent benefits of the same type are actually
received by the Executive or the Executives dependents following the Executives termination
of employment with the Employer, with no applicable pre-existing condition exclusions; or
 (b)
    
    The Health Benefits shall be reduced to the extent benefits of the same type are made
available to the Executive and Executives dependents (whether or not Executive elects to
actually receive such benefits) by a new employer of Executive following the Executives
termination of employment with the Employer, with no applicable pre-existing condition
exclusions are applicable;
 provided, however
    Involuntary Termination
 Outplacement Services
 Participating Employer
 Prorated Annual Bonus Amount multiplied by




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Qualifying Long-Term Incentive Award
 Severance
 Severance Date
 Severance Payment
 Specified Employee
 Tax Counsel
 Target Bonus multiplied by
 Termination for Good Reason
 A reduction of twenty percent (20%) or more in the Executives target total direct
compensation (determined using the midpoint of the applicable long-term incentive
compensation opportunity range), made by the Employer in anticipation of, or within
twenty-four (24) months after, the sale or other disposition (including by way of a spin-off
or similar transaction) by the Company of one or more of its three principal operating
units. As used herein, target total direct




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compensation means the Executives annual base
salary, target annual bonus and target long-term incentive compensation opportunity.
 Vesting Provisions
 (a)
    
    for each stock option, stock appreciation right (SAR) or similar award, and
for each non-performance-based restricted stock or restricted stock unit (RSU) award,
in each case that is a Qualifying Long-Term Incentive Award that is scheduled to vest
in installments over time, all unvested options, SARs or similar units, shares of
restricted stock or RSUs included in such award that are scheduled to vest on or
before the date that is twelve (12) months after the Severance Date shall vest;(b)
    
    for each stock option, SAR or similar award, and for each non-performance-based
restricted stock or RSU award, in each case that is a Qualifying Long-Term Incentive
Award that is subject to cliff-vesting, a percentage of the award shall vest, with the
percentage determined by dividing twelve (12) months by the total number of months in
the cliff-vesting period; and(c)
    
    for any other Qualifying Long-Term Incentive Award, no vesting shall occur upon
a Severance.Example 1: On January 26, 2009 Executive A received a stock option grant that is
scheduled to vest in three equal installments, on January 1, 2010, January 1, 2011 and
January 1, 2012, respectively. Executive A incurs a Severance on December 20, 2009. On
the Severance Date the stock option installment scheduled to vest on January 1, 2010
would vest but the installments scheduled to vest on January 1, 2011 and January 1, 2012
(more than 12 months after the Severance Date) would not vest under the Vesting
Provisions.
 Example 2




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ATTACHMENT 2
TO
NON-CHANGE IN CONTROL SEVERANCE POLICY
 FORM OF WAIVER AND RELEASE OF CLAIMS
 WAIVER AND RELEASE OF CLAIMS
 provided however




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A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR.




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ATTACHMENT 3
TO
NON-CHANGE IN CONTROL SEVERANCE POLICY
 COVENANTS
 Confidential Information .
  Non-Solicitation .
 Non-Disparagement .