Form of Yellow Roadway Corporation Share Unit Agreement



 Exhibit 10.3 
  
 

 
  
 YELLOW
ROADWAY CORPORATION 
 SHARE UNIT AGREEMENT 

 
 [NAME OF GRANTEE] 
 GRANTEE 
  

					
	DATE OF GRANT:	 	 	  	 
			
	 TOTAL NUMBER OF
 UNITS GRANTED:
	 	 	  	 
		
	VESTING SCHEDULE:	 	 [Long-Term Incentive Program: 50% of the Units vest on the third anniversary of the date of grant (subject to the additional
holding period described herein); and the remaining 50% of the Units vest on the sixth anniversary of the date of grant.
  
 The Company will not deliver any shares with respect to vested Units until the earlier of the sixth anniversary from the date of grant, termination of the
Grantee’s employment with the Company, retirement, death, disability or a Change of Control (as described in the terms and conditions)]
  
 [Executive Share Program: 100% of the Units vest on the third anniversary of the date of grant]
  
 [Roadway Express Transitional Incentive Plan: 40% of the Units vest on the first anniversary of the date of grant; an additional 30% of
the Units vest on the second anniversary of the date of grant; and; and the remaining 30% of the Units vest on the sixth anniversary of the date of grant.]


  
 GRANT
OF SHARE UNITS 
  
 Pursuant to
action taken by the Compensation Committee (the “Committee”) of the Board of Directors of YELLOW ROADWAY CORPORATION, a Delaware corporation (the “Company”), for
the purposes of administration of the Yellow Roadway Corporation [2002 Stock Option and Share Award Plan][2004 Long-Term Incentive and Equity Award Plan] or any successor thereto (the “Plan”), the above-named Grantee is hereby granted
rights to receive the above number of shares of the Company’s $1 par value per share common stock in accordance with the Vesting Schedule described above on a one share per one unit basis and subject to the other terms and conditions described
in this Share Unit Agreement (this “Agreement”). 
  
 By your acceptance
of the Share Units (the “Units”) represented by this Agreement, you agree that the Units are granted under and governed by the terms of the Plan, this Agreement and the Terms and Conditions of Share Agreements (April 21, 2005) attached to
this Agreement; you acknowledge that you have received, reviewed and understand the Plan, including the provisions that the Committee’s decision on any matter arising under the Plan is conclusive and binding; and you agree that this Agreement
amends and supercedes any other agreement or statement, oral or written, in its entirety regarding the vesting or holding period of these Units. 
  

	
	 YELLOW ROADWAY CORPORATION

	  


	 Name:

	 Title:



  
 Agreement agreed and 

accepted by: 
  

	
	

	 Grantee Name:










 YELLOW ROADWAY CORPORATION 
  
 TERMS AND CONDITIONS

  
 OF 
  
 SHARE UNIT AGREEMENTS

 April 21, 2005 
  
 These Terms and Conditions are applicable to Share Units (the “Units”) granted pursuant to the Yellow Roadway Corporation [2002 Stock Option
and Share Award Plan][2004 Long-Term Incentive and Equity Award Plan] or any successor thereto (the “Plan”). 
  

	1.	Acceleration of Vesting. Notwithstanding the provisions of the vesting schedule provided in the Share Unit Agreement, the vesting of the underlying shares for each Unit shall
be accelerated and all units shall vest upon the following circumstances: 

  

	 	1.1	Death or Permanent and Total Disability. If the Grantee dies or is deemed to be “permanently and totally disabled” (as defined herein) while in the employ of the
Company or a subsidiary of the Company (a “Subsidiary”) and prior to the time the Units vest, the Units shall become fully vested and convert to shares of Yellow Roadway Corporation common stock. For purposes of this Section, a Grantee
shall be considered “permanently and totally disabled” if the Grantee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or
can be expected to last for a continuous period of not less than 12 months or is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not
less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Grantee’s employer The existence of a permanent and total disability shall be
evidenced by such medical certification as the Secretary of the Company shall require and as the Committee approves. 

  

	 	1.2	Change of Control of the Company. If a “Change of Control” of the Company occurs while the Grantee is in the employ of the Company or a Subsidiary prior to the time
the Units vest, the Units shall become fully vested and convert to shares of Yellow Roadway Corporation common stock. For the purposes of this Section, a “Change of Control” shall be deemed to have taken place if: 


 

			
	 1.2.1
	 	a third person, including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), purchases or otherwise acquires
shares of the Company after the date of grant that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Company;
		
	1.2.2	 	a third person, including a “group” as defined in Section 13(d)(3) of the Exchange Act purchases or otherwise acquires (or has acquired during the 12-month period ending on the date
of the most recent acquisition by such person or group) shares of the Company after the date of grant and as a result thereof becomes the beneficial owner of shares of the Company having 35% or more of the total number of votes that may be cast for
election of directors of the Company; or
	 1.2.3
	 	as the result of, or in connection with any cash tender or exchange offer, merger or other Business Combination, or contested election, or any combination of the

  
  
  
 Yellow Roadway Corporation 
 Terms and Conditions of 
 Share Units 
 April 21, 2005 
  

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 foregoing transactions, the Continuing Directors shall cease to constitute a majority of the Board of
Directors of the Company or any successor to the Company during any 12-month period. 
  
 For the purposes of this Section, “Business Combination” means any transaction that is referred to in any one or more of clauses (a) through (e) of Section 1 of Subparagraph A of Article Seventh of the
Certificate of Incorporation of the Company; and “Continuing Director” means a director of the Company who meets the definition of Continuing Director contained in Section 7 of Subparagraph C of Article Seventh of the Certificate of
Incorporation of the Company. 
  

	 	1.3	Retirement. If the Grantee terminates employment with the Company and its Subsidiaries and is at least 65 years of age upon that termination, the Units shall become fully
vested and convert to shares of Yellow Roadway Corporation common stock. If the Grantee terminates employment with the Company and its Subsidiaries prior to age 65 and the Grantee is at least 55 years of age with the Grantee’s age plus years of
service equal to at least 75, the Units shall continue to vest on the same schedule as if the Grantee remained employed with the Company and its Subsidiaries until age 65, and upon age 65 after such retirement all remaining Units shall become fully
vested and convert to shares of Yellow Roadway Common stock; provided, that the Grantee does not breach the following covenant in Section 1.4. 

  

	 	1.4	Prohibited Activities. Notwithstanding any other provision of these Terms and Conditions and the Share Unit Agreement, if the Grantee engages in a “Prohibited
Activity” (defined below) while in the employment of the Company or any of its subsidiaries or during the period from the date of retirement under Section 1.3 until all units vest pursuant to that section, then Grantee shall forfeit the right
to any further vesting of the Grantee’s units and shall not receive any undelivered shares of the Company’s common stock pursuant to the Share Unit Agreement, and the Share Unit Agreement shall immediately thereupon wholly and completely
terminate. If the Company receives an allegation of a Prohibited Activity, the Company, in its discretion, may suspend delivery of shares with respect to Units for up to three months to permit the investigation of the allegation. If the Company
determines that the Grantee did not engage in any Prohibited Activities, the Company shall deliver shares with respect to any Units that have vested for which all restrictions have lapsed. A “Prohibited Activity” shall be deemed to have
occurred, if the Grantee: 

  

	 	1.4.1	divulges any non-public, confidential or proprietary information of the Company or of its past or present subsidiaries (collectively, the “Company Group”), but excluding
information that 

  

			
	 1.4.1.1
	  	becomes generally available to the public other than as a result of the Grantee’s public use, disclosure, or fault, or
		
	 1.4.1.2
	  	becomes available to the Grantee on a non-confidential basis after the Grantee’s employment termination date from a source other than a member of the Company Group prior to the public
use or disclosure by the Grantee; provided that the source is not bound by a confidentiality agreement or otherwise prohibited from transmitting the information by a contractual, legal or fiduciary obligation; or

  

	 	1.4.2	directly or indirectly, consults or becomes affiliated with, conducts, participates or engages in, or becomes employed by, any business that is competitive with the business of any
current member of the Company Group, wherever from time to time conducted throughout the world, including situations where the Grantee solicits or participates in or assists in any way in the solicitation or recruitment, directly or indirectly, of
any employees of any current member of the Company Group. 

  
 Yellow
Roadway Corporation 
 Terms and Conditions of 
 Share Units

 April 21, 2005 
  

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	2.	Lapse of Rights upon Termination of Employment. 

  
 Except as provided above, upon termination of the Grantee’s employment with the Company or any Subsidiary, the Grantee shall forfeit any unvested
Unit. 
  

	3.	Transfers of Employment; Authorized Leave. 

  

	 	3.1	Transfers of Employment. Transfers of employment between the Company and a Subsidiary, or between Subsidiaries, shall not constitute a termination of employment for purposes
of the Unit. 

  

	 	3.2	Authorized Leave. Authorized leaves of absence from the Company shall not constitute a termination of employment for purposes of the Unit. For purposes of the Unit, an
authorized leave of absence shall be an absence while the Grantee is on military leave, sick leave, or other bona fide leave of absence so long as the Grantee’s right to employment with the Company is guaranteed by statute, a contract or
Company policy. 

  

	 	5.3	Withholding. To the extent the Grantee has taxable income in connection with the grant or vesting of the Unit or the delivery of shares of Company common stock, the Company
is authorized to withhold from any compensation payable to Grantee, including shares of common stock that the Company is to deliver to the Grantee, any taxes required to be withheld by foreign, federal, state, provincial or local law. By executing
the Share Unit Agreement, the Grantee authorizes the Company to withhold any applicable taxes. 

  

	4.	Non-transferability. No rights under the Share Unit Agreement shall be transferable otherwise than by will, the laws of descent and distribution or pursuant to a Qualified
Domestic Relations Order (“QDRO”), and, except to the extent otherwise provided herein, the rights and the benefits of the Share Unit Agreement may be exercised and received, respectively, during the lifetime of the Grantee only by the
Grantee or by the Grantee’s guardian or legal representative or by an “alternate payee” pursuant to a QDRO. 

  

	5.	Limitation of Liability. Under no circumstances will the Company be liable for any indirect, incidental, consequential or special damages (including lost profits) of any form
incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan or the Company’s role as Plan sponsor. 

  

	6.	Units Subject to Plan. A copy of the Plan is included with the Share Unit Agreement. The provisions of the Plan as now in effect and as the Plan may be amended in the future
(but only to the extent such amendments are allowed by the provisions of the Plan) are hereby incorporated in the Share Unit Agreement by reference as though fully set forth herein. Upon request to the Secretary of the Company, a Grantee may obtain
a copy of the Plan and any amendments. 

  

	7.	Definitions. Unless redefined herein, all terms defined in the Plan have the same meaning when used as capitalized terms in this Agreement. 

  

	8.	Compliance with Regulatory Requirements. Notwithstanding anything else in the Plan, the shares received upon vesting of the Units may not be sold, pledged or hypothecated
until such time as the Company complies with all regulatory requirements regarding registration of the Shares to be issued under the terms of the Plan. 

  
 Yellow Roadway Corporation 
 Terms and
Conditions of 
 Share Units 
 April 21, 2005 
  

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	9.	Deferred Compensation. This Agreement is intended to meet the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and may be
administered in a manner that is intended to meet those requirements and shall be construed and interpreted in accordance with such intent. To the extent that an award or payment, or the settlement or deferral thereof, is subject to Section 409A of
the Code, except as the Committee otherwise determines in writing, the award shall be granted, paid, settled or deferred in a manner that will meet the requirements of Section 409A of the Code, including regulations or other guidance issued with
respect thereto, such that the grant, payment, settlement or deferral shall not be subject to the excise tax applicable under Section 409A of the Code. Any provision of this Agreement that would cause the award or the payment, settlement or deferral
thereof to fail to satisfy Section 409A of the Code shall be amended to comply with Section 409A of the Code on a timely basis, which may be made on a retroactive basis, in accordance with regulations and other guidance issued under Section 409A of
the Code. 

  
 Yellow Roadway Corporation 
 Terms and Conditions of 
 Share Units 
 April 21, 2005 
  

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