Exhibit 10.49
 CON-WAY INC.
AMENDED AND RESTATED
2003 EQUITY INCENTIVE PLAN
FOR NON-EMPLOYEE DIRECTORS
AMENDED AND RESTATED DECEMBER 2008
 1.
    
    Introduction
   2.
    
    Definitions
  (a)
    
    Award means a Restricted Stock Award or an Option Award.(b)
    
    Award Agreement has the meaning given to the term in Section 5 hereof.(c)
    
    Board or Board of Directors means the Board of Directors of the Company.(d)
    
    Change in Control means the occurrence of an event described in any one of
the following clauses (i) through (iv):
 (i)
    
    any person, as such term is used in Sections 13(d) and
14(d) of the Exchange Act (other than (A) the Company or its affiliates, (B)
any
 1




---



##### 



(ii)
    
    the following individuals cease for any reason to constitute
a majority of the number of directors then serving: individuals who, on the
Original Effective Date, constitute the Board and any new director (other than
a director whose initial assumption of office is in connection with an actual
or threatened election contest, including but not limited to a consent
solicitation, relating to the election of directors of the Company) whose
appointment or election by the Board or nomination for election by the
Companys stockholders was approved or recommended by a vote of at least
two-thirds (2/3) of the directors then still in office who either were
directors on the Original Effective Date or whose appointment, election or
nomination for election was previously so approved or recommended;(iii)
    
    there is consummated a merger or consolidation of the
Company or any direct or indirect subsidiary of the Company with any other
corporation, other than (A) a merger or consolidation which would result in
the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving or parent entity) more than 50% of the
combined voting power of the voting securities of the Company or such
surviving or parent entity outstanding immediately after such merger or
consolidation or (B) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no person
(as defined above), directly or indirectly, acquired 25% or more of the
combined voting power of the Companys then outstanding securities (not
including in the securities beneficially owned by such person any securities
acquired directly from the Company or its affiliates);(iv)
    
    the stockholders of the Company approve a plan of complete
liquidation of the Company or there is consummated an agreement for the sale
or disposition by the Company of assets having an aggregate book value at the
time of such sale or disposition of more than 75% of the total book value of
the Companys assets on a consolidated basis (or any transaction having a
similar effect), other than any such sale or disposition by the Company
(including by way of spin-off or other distribution) to an entity, at least
50% of the combined voting power of the voting securities of which are owned
immediately following such sale or disposition by stockholders of the Company
in substantially the same proportions as their ownership of the Company
immediately prior to such sale or disposition;
 (e)
    
    Committee means a committee consisting of members of the Board who are
empowered hereunder to take actions in the administration of the Plan. The Committee
shall be so constituted at all times as to permit the Plan to comply with applicable
NYSE rules and with Rule 16b-3 (Rule 16b-3) promulgated
 2




---



##### 



under the Securities Exchange Act of 1934 (the 1934 Act). Members of the
Committee shall be appointed from time to time by the Board, shall serve at the
pleasure of the Board and may resign at any time upon written notice to the Board.
 (f)
    
    Director means a member of the Board who is not an employee of the Company.
For purposes of the Plan, an employee is an individual whose wages are subject to the
withholding of federal income tax under Section 3401 of the Internal Revenue Code.(g)
    
    Disability means disability as defined under Treas. Reg. 1.409A-3(i)(4)(i).(h)
    
    Effective Date and Original Effective Date have the respective meanings
given to those terms in Section 1 hereof.(i)
    
    Fair Market Value per share of Stock as of a particular date means (i) the
closing sales price per share of Stock on the national securities exchange on which
the Stock is principally traded, for the last preceding date on which there was a sale
of such Stock on such exchange, or (ii) if the shares of Stock are then traded in an
over-the-counter market, the average of the closing bid and asked prices for the
shares of Stock in such over-the-counter market for the last preceding date on which
there was a sale of such Stock in such market, or (iii) if the shares of Stock are not
then listed on a national securities exchange or traded in an over-the-counter market,
such value as the Committee, in its sole discretion, shall determine.(j)
    
    Internal Revenue Code means the Internal Revenue Code of 1986, as it may be
amended from time to time.(k)
    
    NYSE means the New York Stock Exchange.(l)
    
    Option means an option to purchase Stock.(m)
    
    Option Award means an Award of an Option pursuant to Section 7 hereof.(n)
    
    Restricted Stock Award means an Award of Stock granted to a Director
pursuant to Section 6 hereof.(o)
    
    Restricted Stock Award Amount means: for calendar year 2007 and subsequent
calendar years, (i) for each Director receiving a Restricted Stock Award pursuant to
Section 6(a)(i), an amount equal to $85,000 for each full year during the Directors
term (for a total of $255,000 for a three-year term), (ii) for each Class II and Class
III Director receiving a Restricted Stock Award pursuant to Section 6(a)(ii), an
amount equal to $85,000 for each full year remaining until such Director is next
scheduled for election or re-election to the Board (for a total of $85,000 for Class
II Directors and $170,000 for Class III Directors) and (iii) for each newly-appointed
Director receiving a Restricted Stock Award pursuant to Section 6(a)(iii), an amount
equal to $85,000 for each full year remaining until such Director is next scheduled
for election, plus a pro rata portion of $85,000 for each partial year remaining until
such Director is next scheduled for election. For purposes of this paragraph, a
period of greater than eleven (11) but less than twelve (12) months shall be
considered a full year.(p)
    
    Restricted Stock Award Date means, for a Restricted Stock Award to be made
in any year pursuant to Section 6(a), the earlier to occur of (A) the date of the
 3




---



##### 



annual Directors meeting occurring during such year and (B) April 30 of that year.(q)
    
    Stock means the Common Stock, $0.625 par value, of the Company.
 3.
    
    Plan Administration
  4.
    
    Stock Subject to the Plan
 (a)
    
    Number of Shares Available Under the Plan.Subject to subsections (b) and
(c) of this Section 4, the maximum number of shares of Stock that may be issued or
transferred pursuant to Awards under the Plan shall not exceed 300,000 shares, and no
more than 150,000 shares of Stock may be issued or transferred pursuant to Restricted
Stock Awards. Shares of Stock that are issued as Restricted Stock Awards or that are
issuable upon exercise of an Option shall be applied to reduce the maximum number of
shares of Stock remaining available for use under the Plan. The shares of Stock to be
delivered under the Plan shall be made available, at the discretion of the Committee,
either from authorized but unissued shares of Stock or from shares of Stock held by
the Company as treasury shares, including shares purchased in the open market.(b)
    
    Effect of Forfeitures and Terminations on Shares Available.Any shares of
Stock that are subject to a Restricted Stock Award and which are forfeited shall be
available for reissuance under the Plan. In the event that any Option Award hereunder
lapses or otherwise terminates prior to being fully exercised, any shares of Stock
allocable to the unexercised portion of such Award shall be available for future
Restricted Stock Awards or Options Awards under the Plan.(c)
    
    If:
 (i)
    
    any recapitalization, reclassification, spin-off, split-up or
consolidation of Stock is effected;(ii)
    
    the outstanding shares of Stock are exchanged, in connection
with a merger or consolidation of the Company or a sale by the Company of all
or a part of its assets, for a different number or class of shares of stock or
other securities of the Company or for shares of the stock or other securities
of any other corporation;(iii)
    
    new, different or additional shares or other securities of
the Company or of another company are received by the holders of Stock;(iv)
    
    any distribution is made to the holders of Stock other than a
cash dividend; or
 4




---



##### 



(v)
    
    any other change in capitalization or similar event is
determined by the Committee to have occurred;
  (i)
    
    the number and class of shares or other securities that may
be issued or transferred pursuant to outstanding Options or Restricted Stock
Awards;(ii)
    
    the number and class of shares or other securities available
for issuance under the Plan;(iii)
    
    the purchase price to be paid per share under outstanding
Options; and(iv)
    
    the number of Options to be issued under Section 7(a) hereof.
   (d)
    
    General Adjustment Rules.No adjustment or substitution provided for in
this Section 4 shall require the Company to issue a fractional share of Stock, and the
total substitution or adjustment with respect to each Award shall be limited by
deleting any fractional share.
 5.
    
    Participation
  6.
    
    Restricted Stock Awards
 (a)
    
    Restricted Stock Awards Subject to Section 10 hereof, so long as there are
sufficient shares of Stock available for issuance or transfer pursuant to Restricted
Stock Awards under the Plan:
  5




---



##### 



(b)
    
    Purchase Price.Directors under the Plan shall not be required to pay any
purchase price for the shares of Stock to be acquired pursuant to a Restricted Stock
Award, unless otherwise required under applicable law or regulations for the issuance
of shares of Stock that are nontransferable and subject to a substantial risk of
forfeiture until specific conditions are met. If so required, the price at which
shares of Stock shall be sold to Directors under the Plan pursuant to an Award shall
be the minimum purchase price required in such law or regulations, as determined by
the Board in the exercise of its sole discretion. The purchase price, if any, of
shares of Stock sold by the Company hereunder shall be payable by the Director in cash
or by check at the time such Award is granted.(c)
    
    Number of Shares Awarded.The number of shares of Stock included in each
such Restricted Stock Award shall be determined by dividing the dollar value of such
Award by the Fair Market Value of a share of Stock as of the date of grant. In no
event shall the Company be required to issue fractional shares. Whenever under the
terms of this Section 6(c) a fractional share of Stock would otherwise be required to
be issued, an amount in lieu thereof shall be paid in cash based upon the Fair Market
Value of such fractional share.(d)
    
    Forfeiture of Awards.If a Director voluntarily resigns or is removed for
cause as a Board member before the restrictions applicable to a Restricted Stock Award
lapse pursuant to the Terms and Conditions of Restricted Stock herein, the shares of
Stock granted pursuant to such Restricted Stock Award shall be forfeited.(e)
    
    Restrictions.Except as otherwise provided in the Plan, shares of Stock
received pursuant to a Restricted Stock Award may not be sold, assigned, pledged,
hypothecated, transferred or otherwise disposed of until the restrictions applicable
to such Stock have lapsed pursuant to the Terms and Conditions of Restricted Stock
herein.(f)
    
    Terms and Conditions of Restricted Stock.Each Restricted Stock Award
granted pursuant to the Plan shall be evidenced by a Award Agreement. The Award
Agreement may contain such terms, provisions and conditions as may be determined by
the Committee and not inconsistent with the Plan. Restrictions on Stock covered by a
Restricted Stock Award shall lapse and be removed (and the shares of Stock acquired by
a Director pursuant to a Restricted Stock Award shall vest) in a manner determined by
the Committee at the time the Award is granted and set forth in the applicable Award
Agreement. Restrictions may lapse and Restricted Stock Awards vest based on either or
both of (A) the attainment of performance goals by the Company, or (B) the continued
service on the Board by the Director. All performance-based Restricted Stock Awards
will have a minimum vesting period of one (1) year. With respect to any shares of
Restricted Stock subject to restrictions which lapse solely based on the Directors
continued
 6




---



##### 



service on the Board, such restrictions shall lapse over a vesting schedule (so
long as the Director continues to serve on the Board) no shorter in duration than
three years from the date of grant; provided, that such vesting schedule may
provide for partial or installment vesting during such period. In addition, unless
otherwise determined by the Committee and set forth in the applicable Award
Agreement, all restrictions on Stock covered by a Restricted Stock Award shall
lapse and be removed (and the shares of Stock acquired by a Director pursuant to a
Restricted Stock Award shall vest) upon any of the following events:
 (i)
    
    Upon the termination of a Directors service as a Board
member as a result of death, Disability, failure to be nominated for election
as a Director or failure to be elected by stockholders as a Board member; or(ii)
    
    In the event of a Change in Control.
 (g)
    
    Privileges of a Stockholder.A Director shall have all voting, dividend,
liquidation and other rights with respect to Stock received by him as a Restricted
Stock Award under this Restricted Stock Awards section, whether or not restrictions
have lapsed. However, if the Company shall at any time pay or make any dividend or
other distribution upon the Stock payable in securities or other property (except
money), a proportionate part of such securities or other property shall be set aside
and delivered to any Director then holding a Restricted Stock Award upon lapse of all
restrictions applicable to such Restricted Stock Award. Prior to the time that any
such securities or other property are delivered to a Director in accordance with the
foregoing, the Director shall, subject to the same forfeiture provisions applicable to
the Restricted Stock Award to which such securities or other property relates, be the
owner of such securities or other property and shall have the right to vote the
securities, receive any dividends payable on such securities and in all other respects
shall be treated as the owner. If securities or other property which have been set
aside by the Company in accordance with this Section are not delivered to a Director
because restrictions applicable to such Restricted Stock Award do not lapse and such
Stock is forfeited, then such securities or other property shall be forfeited to the
Company and shall be dealt with by the Company as it shall determine in its sole
discretion.(h)
    
    Enforcement of Restrictions.The Committee shall cause a legend to be
placed on the Stock certificates issued pursuant to each Restricted Stock Award
referring to the restrictions imposed in the Plan and, in addition, may in its sole
discretion require one or more of the following methods of enforcing such
restrictions:
 (i)
    
    Requiring the Director to keep the Stock certificates, duly
endorsed, in the custody of the Company while the restrictions remain in
effect; or(ii)
    
    Requiring that the Stock certificates, duly endorsed, be held
in the custody of a third party while the restrictions remain in effect.
 7.
    
    Option Awards
 (a)
    
    Option Awards. Subject to Section 10 hereof, at any time and from time to
time during the term of the Plan and so long as there are sufficient shares available
for issuance or transfer pursuant to Awards under the Plan, the Committee may grant an
Option to purchase shares of Stock to any Director.
 7




---



##### 



(b)
    
    Exercise Price for Options. The exercise price per share of Stock covered
by each Option shall be the Fair Market Value of the Stock as of the date the Option
is granted. The exercise price of an Option granted under the Plan shall be subject to
adjustment as provided in Section 4(c) hereof.(c)
    
    Term; Termination.Unless earlier terminated, each Option shall expire ten
(10) years from the date that the Option was granted. Except as otherwise determined
by the Committee and set forth in the applicable Award Agreement, no Option granted to
a Director (to the extent otherwise exercisable) may be exercised, and such Option
shall terminate, after the first to occur of the following events:
 (i)
    
    The expiration of three (3) months from the date the Director
ceases to serve as a Director by reason of such Directors voluntary
resignation;(ii)
    
    The expiration of twelve (12) months from the date the
Director ceases to serve as a Director other than by reason of such Directors
voluntary resignation, removal for cause; or(iii)
    
    The expiration of three (3) years from the date that the
Director retires from the Board; or(iv)
    
    The removal of the Director for cause.
 (d)
    
    Terms and Conditions of Options; Vesting.Each Option granted pursuant to
the Plan shall be evidenced by an Award Agreement. The Award Agreement may contain
such terms, provisions and conditions as may be determined by the Committee and not
inconsistent with the Plan. Each Option granted under the Plan shall vest and become
exercisable in a manner determined by the Committee at the time the Award is granted
and set forth in the applicable Award Agreement. Vesting of Options may be based upon
either or both of (i) the attainment of performance goals by the Company, or (ii) the
continued service on the Board by the Director. All performance-based Options will
have a minimum vesting period of one (1) year. No Option shall be exercisable prior to
vesting. Notwithstanding the foregoing, each Option shall become immediately
exercisable as to all shares covered by such Option in the event a Directors service
as a Director terminates as a result of death, Disability, failure to be nominated for
election as a Director or failure to be elected by stockholders as a Board member.
Unless otherwise determined by the Committee and set forth in the applicable Award
Agreement, each Option shall vest and become immediately exercisable in the event of a
Change in Control.(e)
    
    Assignability of Options.Each Option granted pursuant to the Plan shall,
during the Directors lifetime, be exercisable only by the Director, and the Option
shall not be transferable by the Director by operation of law or otherwise other than
by will or the laws of descent and distribution.(f)
    
    Exercise of Options.An Option may be exercised in whole or in part, to
the extent it is then exercisable, only by written notice to the Company at its
principal office accompanied by payment in cash or by check of the full exercise price
for the shares with respect to which the Option, or portion thereof, is exercised.
However, the Committee may, in its discretion, (i) allow payment, in whole or in part,
through the delivery of shares of Stock which have been owned by the Director for at
least six (6) months, duly endorsed for transfer to the Company with a fair market
value on the date of delivery equal to the aggregate exercise price of the Option or
exercised portion thereof; (ii) allow payment, in whole or in part, through the
surrender of shares of Stock then issuable upon exercise of the
 8




---



##### 



Option having a fair market value on the date of Option exercise equal to the
aggregate exercise price of the Option or exercised portion thereof; (iii) allow
payment, in whole or in part, through the delivery of a notice that the Director
has placed a market sell order with a broker with respect to shares of Stock then
issuable upon exercise of the Option, and that the broker has been directed to pay
a sufficient portion of the net proceeds of the sale to the Company in satisfaction
of the Option exercise price, providedthat the Company shall not deliver such
shares until payment of such proceeds is received by the Company; or (iv) allow
payment through any combination of the consideration provided in the foregoing
clauses (i), (ii) and (iii).
 8.
    
    Rights of Directors
  9.
    
    General Restrictions
 (a)
    
    Investment Representations.The Company may require any Director to whom
an Option or Restricted Stock Award is granted, as a condition of receiving such
Option or Restricted Stock Award or exercising an Option, to give written assurances
in substance and form satisfactory to the Company and its counsel to the effect that
such person is acquiring the Option or Stock subject to the Restricted Stock Award or
Option for his own account for investment and not with any present intention of
selling or otherwise distributing the same, and to such other effects as the Company
deems necessary or appropriate in order to comply with Federal and applicable state
securities laws.(b)
    
    Compliance With Securities Laws.Each Option or Restricted Stock Award
shall be subject to the requirement that, if at any time counsel to the Company shall
determine that the listing, registration or qualification of the shares subject to
such Option or Restricted Stock Award upon any securities exchange or under any state
or federal law, or the consent or approval of any governmental or regulatory body, is
necessary as a condition of, or in connection with, the issuance of shares thereunder,
such Restricted Stock Award or Option may not be accepted or exercised in whole or in
part unless such listing, registration, qualification, consent or approval shall have
been effected or obtained on conditions acceptable to the Committee. Nothing herein
shall be deemed to require the Company to apply for or to obtain such listing,
registration or qualification.(c)
    
    Taxes.Each Director shall make appropriate arrangements for the
satisfaction of any applicable federal, state or local income or other tax withholding
requirements applicable to any Restricted Stock Award or Option granted hereunder. In
addition, each Director shall provide the Company with a copy of any election, which
such Director may make under Section 83(b) of the Internal Revenue Code with respect
to a Restricted Stock Award.
 10.
    
    Plan Amendment, Modification and Termination
 provided, however,
 9




---



##### 



11.
    
    Requirements of Law
 (a)
    
    Compliance with Law.The issuance of Stock and the payment of cash
pursuant to the Plan shall be subject to all applicable laws, rules and regulations.(b)
    
    Rule 16b-3.Awards and transactions under the Plan are intended to comply
with all applicable conditions of Rule 16b-3 or its successors under the 1934 Act. To
the extent any provision of the Plan or action by the Board or the Committee fails to
so comply, it shall be deemed null and void, to the extent permitted by law and deemed
advisable by the Board or the Committee. Moreover, in the event the Plan does not
include a provision required by Rule 16b-3 to be stated therein in order to qualify
the Plan as a formula plan, such provision (other than one relating to eligibility
requirements, or the price and amount of Awards) shall be deemed automatically to be
incorporated by reference into the Plan.(c)
    
    Governing Law.The Plan and all agreements hereunder shall be construed in
accordance with and governed by the laws of the State of California.
 12.
    
    Duration of the Plan
  CON-WAY INC.By:Jennifer W. PileggiSenior Vice President, General Counsel
and Secretary 10