Time-based Restricted Stock Unit Award Agreement



 Exhibit 10.4 
  
 ABX AIR, INC. 
 2005 LONG-TERM INCENTIVE PLAN 
  
 TIME-BASED
RESTRICTED STOCK UNITS 
 INSTRUCTIONS FOR COMPLETING AWARD AGREEMENT 
  
 1.00 Type of Award 
  
 This Award Agreement is to be used only to grant Time-based Restricted Stock Units to non-employee directors. 
  
 2.00 Instructions for Completing This Form 
  
 To complete this form: 
  

	 	•	 	Select the “edit” option from your P.C.’s horizontal menu bar. 

  


	 	•	 	Select “Replace” from the drop-down dialogue box. 

  

	 	•	 	Using the “Replace” dialogue box: 

  

	 	•	 	In the “Find what” box, type the code of the item to be replaced from the code sheet accompanying this form (using all capital letters or initial capital letters as
indicated on the code sheet); 

  

	 	•	 	In the “Replace with” box, type the information to be substituted for the coded item (using all capital letters or initial capital letters as indicated on the code sheet);


  

	 	•	 	Click “match case”; and 

  

	 	•	 	Click on the “Replace all” box. 

  

	 	•	 	Repeat this procedure for each code to be replaced. 

  
  







 ABX AIR, INC. 
 2005 LONG-TERM INCENTIVE PLAN 
  
 TIME-BASED RESTRICTED STOCK UNITS AWARD AGREEMENT 
  
 Code Sheet 
  
 The following codes are used
in this Award Agreement and should be replaced using your P.C.’S “Replace” function (see instructions accompanying this form). 
  
 VTA Grantee’s name (all capital letters) 
  
 VTB Grant Date (all capital letters) 
  
 Vtb Grant Date (initial capital letters only) 
  
 Vtc Last day of the sixth full calendar month beginning after the Grant Date 
  
 Vte Date that is 30 days after the Grant Date (initial
capital letters only) 
  
 Vtf Number of
Restricted Stock Units granted (insert only the number in Arabic numerals) 
  
 Vtq Grantee’s name (initial capital letters only) 







 THIS FORM OF AWARD AGREEMENT IS PART OF A PROSPECTUS COVERING 
 SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 
 1933 
  
 ABX AIR,
INC. 
 2005 LONG-TERM INCENTIVE PLAN 
  
 RESTRICTED STOCK UNITS AWARD AGREEMENT 
 GRANTED TO VTA ON VTB 
  
 ABX Air, Inc.
(“Company”) and its shareholders believe that their business interests are best served by extending to you an opportunity to earn additional compensation based on the growth of the Company’s business. To this end, the Company and its
shareholders adopted the ABX Air, Inc. 2005 Long-Term Incentive Plan (“Plan”) as a means through which you may share in the Company’s success. If you satisfy the conditions described in this Agreement (and the Plan), your Award will
mature into common shares of the Company. 
  
 This Award Agreement describes many
features of your Award and the conditions you must meet before you may receive the value associated with your Award. To ensure you fully understand these terms and conditions, you should: 
  

	 	•	 	Read the Plan and the Plan’s Prospectus carefully to ensure you understand how the Plan works; 

  

	 	•	 	Read this Award Agreement carefully to ensure you understand the nature of your Award and what you must do to earn it; and 

  

	 	•	 	Contact W. Joseph Payne at (937) 382-5591 ext. 2686 if you have any questions about your Award. 

  
 Also, no later than Vte, you must return a signed copy of the Award Agreement to: 
  
 W. Joseph Payne 
 ABX Air, Inc. 
 145 Hunter Drive 
 Wilmington, Ohio 45177 
  
 If you do not do this, your Award will be revoked automatically as of the date it was granted and you will not be entitled to receive
anything on account of the retroactively revoked Award. 
  
 Section 409A of the
Internal Revenue Code (“Section 409A”) imposes substantial penalties on persons who receive some forms of deferred compensation (see the Plan’s Prospectus for more information about these penalties). Your Award has been designed to
avoid these penalties. However, because the Internal Revenue Service has not yet issued rules fully defining the effect of Section 409A, it may be necessary to revise your Award Agreement if you are to avoid these penalties. As a condition of
accepting this Award, you must agree to accept those revisions, without any further consideration, even if those revisions change the terms of your Award and reduce its value or potential value. 
  

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 Nature of Your Award 
  
 You have been granted Restricted Stock Units (“RSUs”). If you satisfy the conditions described in this Award Agreement, your RSUs
will be converted to an equal number of shares of Company stock. Federal income tax rules apply to RSUs. These and other conditions affecting your RSUs are described in this Award Agreement, the Plan and the Plan’s Prospectus, all of which you
should read carefully. 
  
 No later than Vte you must return a signed copy of this
Award Agreement to: 
  
 W. Joseph Payne

 ABX Air, Inc. 
 145 Hunter Drive 
 Wilmington, Ohio 45177 
  
 If you do not do this, your Award will be revoked automatically as of the Grant Date and you
will not be entitled to receive anything on account of the retroactively revoked Award. 
  
 Grant Date: Your RSUs were issued on Vtb. 
  
 This is the date
you begin to earn your Award. 
  
 Number of RSUs: You have been granted
Vtf RSUs. The conditions that you must meet before the Award matures into shares of Company stock are discussed below in the section titled “When Your Award Will Be Settled.” 
  
 Restriction Period: The period that begins on the Grant Date (i.e., Vtb) and ends on Vtc. 
  
 This is the period over which the Board will determine if you have met the conditions
imposed on your Award. 
  
 When Your Award Will Be Settled

  
 Normal Settlement Date: If you continue to serve as a non-employee
director throughout the Restriction Period, your RSUs will be converted to an equal number of shares of Company stock and distributed to you when you leave the board. However, if you do not continue to serve as a non-employee director throughout the
Restriction Period, your RSUs will be forfeited. However, your RSUs may be settled earlier in the circumstances described in the next section. 
  
 How Your RSUs Might Be Settled Earlier Than the Normal Settlement Date: All restrictions on your RSUs will be removed automatically and Vtf shares of Company stock
will be distributed to you if, before Vtc: 
  

	 	•	 	Your board service terminates because of death, disability (as defined in the Plan) or after completing one full term as a board member; or 

  

	 	•	 	There is a Business Combination (as defined in the Plan). 

  

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 How Your RSUs May Be Forfeited: You will forfeit any RSUs if, before your RSUs are settled: 
  

	 	•	 	Without the Company’s advance written consent, you agree to or actually serve in any capacity for a business or entity that competes with any portion of the Company’s or
any Subsidiary’s (as defined in the Plan) business or provide services (including business consulting) to an entity that competes with any portion of the Company’s or any Subsidiary’s business; 

  

	 	•	 	You refuse or fail to consult with, supply information to or otherwise cooperate with the Company after having been requested to do so; or 

  

	 	•	 	You deliberately engage in any action that the Company decides harms the Company or any Subsidiary. 

  
 Settling Your Award 
  
 If all applicable conditions have been met, your RSUs will be settled automatically when your
board service ends. At that time, you will receive one share of Company stock for each RSU you have earned. 
  
 Other Rules Affecting Your Award 
  
 Until Your RSUs Are Settled: Until your RSUs are settled, you may not exercise any voting rights associated with the shares underlying your RSUs. Nor will you be entitled to receive any dividends with respect
to those shares. 
  
 Beneficiary Designation: You may name a Beneficiary or
Beneficiaries to receive any portion of your Award that is settled after you die. This may be done only on the attached Beneficiary Designation Form and by following the rules described in that form and in the Plan. If you have not made an effective
Beneficiary designation, your Beneficiary will be your surviving spouse or, if you do not have a surviving spouse, your estate. 
  
 Tax Withholding: You (and not the Company) are solely responsible for any income and other tax withholding obligation associated with this Award or its conversion
to shares of Company stock. 
  
 Transferring Your RSUs: Normally
your RSUs may not be transferred to another person. However, you may complete a Beneficiary Designation Form to name the person to receive the value of any RSUs that are settled after you die. Also, the Committee may allow you to place your RSUs
into a trust established for your benefit or the benefit of your family. Contact W. Joseph Payne at (937) 382-5591 ext. 2686 or at the address given below if you are interested in doing this. 
  
 Governing Law: This Award Agreement will be construed in accordance with and governed
by the laws (other than laws governing conflicts of laws) of the United States and of the State of Ohio, except to the extent that the Delaware General Corporation Law is mandatorily applicable. 
  

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 Other Agreements: Also, your RSUs will be subject to the terms of any other written agreements between you and the
Company. 
  
 Adjustments to Your RSUs: Your Award will be adjusted, if
appropriate, to reflect any change to the Company’s capital structure (e.g., the number of your RSUs will be adjusted to reflect a stock split). 
  
 Other Rules: Your RSUs also are subject to more rules described in the Plan and in the Plan’s Prospectus. You should read both these documents carefully to
ensure you fully understand all the conditions of this Award. 
  
 Tax Treatment of Your Award 
  
 The federal income tax treatment
of your RSUs is discussed in the Plan’s Prospectus which you should read carefully. 
  
 ***** 
  
 You may contact W. Joseph Payne at (937)
382-5591 ext. 2686 or at the address given below if you have any questions about your Award or this Award Agreement. 
  
 ***** 
  
 Your Acknowledgment of Award Conditions 
  
 Note: You must sign and return a copy of this Award Agreement to W. Joseph Payne at the address given below no later than Vte. 
  
 By signing below, I acknowledge and agree that: 
  

	 	•	 	A copy of the Plan has been made available to me; 

  

	 	•	 	I have received a copy of the Plan’s Prospectus; 

  

	 	•	 	I understand and accept the conditions placed on my Award and understand what I must do to earn my Award; 

  

	 	•	 	I will consent (on my own behalf and in behalf of my beneficiaries and without any further consideration) to any change to my Award or this Award Agreement to avoid paying penalties
under Section 409A of the Internal Revenue Code, even if those changes affect the terms of my Award and reduce its value or potential value; and 

  

	 	•	 	If I do not return a signed copy of this Award Agreement to the address shown below not later than Vte, my Award will be revoked automatically as of the date it was granted and I
will not be entitled to receive anything on account of the retroactively revoked Award. 

  
 Vtq 
  

 4 









			
	
 (signature)

	
	Date signed:                     

  
 A signed copy of this form must be
sent to the following address no later than Vte: 
  
 W. Joseph Payne 
 ABX Air, Inc. 
 145 Hunter Drive 
 Wilmington, Ohio 45177 
  
 After it is received, the ABX Air, Inc. 2005
Long-Term Incentive Plan Committee will acknowledge receipt of your signed agreement. 
  
 ***** 
  
 Committee’s
Acknowledgment of Receipt 
  
 A signed copy of this Award Agreement was
received on                     . 
  

			
	By:	 	  



  
 Vtq: 
  
              Has complied with the conditions imposed on the grant and the Award and the Award Agreement remains in effect; or 
  
              Has not complied with the conditions imposed on the grant and the Award and the Award Agreement are revoked as of the Grant Date because
                                        
                                        
                                        
                                        
                          
 describe deficiency 
  
 ABX Air, Inc. 2005
Long-Term-Incentive Plan Committee 
  

			
	 By:
	 	  


	
	Date:                     

  
 Note: Send a
copy of this completed form to Vtq and keep a copy as part of the Plan’s permanent records. 
  

 5 








 ABX AIR, INC. 
 2005 LONG-TERM INCENTIVE PLAN 
 BENEFICIARY DESIGNATION FORM 
  
 RELATING TO RESTRICTED STOCK UNITS ISSUED TO VTA ON VTB 
  
 Instructions for Completing This Form 
  
 You may use this form to [1] name the person you want to receive any amount due under
the ABX Air, Inc. 2005 Long-Term Incentive Plan after your death or [2] change the person who will receive these benefits. 
  
 There are several things you should know before you complete this form. 
  
 First, if you do not elect another Beneficiary, any amount due to you under the Plan when you die will be paid to your surviving spouse or, if you have no
surviving spouse, to your estate. 
  
 Second, your election will not be
effective (and will not be implemented) unless you complete all applicable portions of this form. 
  
 Third, your election will be effective only if this form is completed properly and returned to W. Joseph Payne at the address given below. 
  
 Fourth, all elections will remain in effect until they are changed (or until all death benefits are paid). 
  
 Fifth, if you designate your spouse as your Beneficiary but are subsequently divorced
from that person (or your marriage is annulled), your Beneficiary designation will be revoked automatically. 
  
 Sixth, if you have any questions about this form or if you need additional copies of this form, please contact W. Joseph Payne at (937) 382-5591 ext. 2686 or at the address given below. 
  
 1.00 Designation of Beneficiary 
  
 1.01 Primary Beneficiary: 
  
 I designate the following persons as my Primary Beneficiary or Beneficiaries
to receive any amount due under the Award Agreement described at the top of this form after my death. This benefit will be paid, in the proportion specified, to: 
  

					
	
	      % to
                                        
                                        
                                
	 	  	(Name)	  	(Relationship)
	
	Address:
                                        
                                        
                                

  

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	      % to
                                        
                                        
                                
	 	  	(Name)	  	(Relationship)
	
	Address:
                                        
                                        
                                

  

					
	
	      % to
                                        
                                        
                                
	 	  	(Name)	  	(Relationship)
	
	Address:
                                        
                                        
                                

  

					
	
	      % to
                                        
                                        
                                
	 	  	(Name)	  	(Relationship)
	
	Address:
                                        
                                        
                                

  
 1.02 Contingent Beneficiary

  
 If one or more of my Primary Beneficiaries dies before I die, I
direct that any amount due under the Award Agreement described at the top of this form after my death: 
  
              Be paid to my other named Primary Beneficiaries in proportion to the
allocation given above (ignoring the interest allocated to the deceased Primary Beneficiary); or 
  
              Be distributed among the following Contingent Beneficiaries. 

 

					
	
	      % to
                                        
                                        
                                
	 	  	(Name)	  	(Relationship)
	
	Address:
                                        
                                        
                                

  

					
	
	      % to
                                        
                                        
                                
	 	  	(Name)	  	(Relationship)
	
	Address:
                                        
                                        
                                

  

					
	
	      % to
                                        
                                        
                                
	 	  	(Name)	  	(Relationship)
	
	Address:
                                        
                                        
                                

  

					
	
	      % to
                                        
                                        
                                
	 	  	(Name)	  	(Relationship)
	
	Address:
                                        
                                        
                                

  
 ****

  

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 Elections made on this form will be effective only after this form is received by W. Joseph Payne and only if it is
fully and properly completed and signed. 
  
  

	
	Name: Vtq
	
	Soc. Sec. No.:
                                        
                                        
                                
	
	Date of Birth:
                                        
                                        
                                
	
	Address:
                                        
                                        
                                       
 
	
	____________________________________________________________________

  
 Sign and return this form to W.
Joseph Payne at the address given below 
  

			
	 	 	 
	
 Date
	 	
 Signature


  
 Return this signed form to W.
Joseph Payne at the following address: 
  
 W.
Joseph Payne 
 ABX Air, Inc. 
 145 Hunter Drive 
 Wilmington, Ohio 45177 
  
 Received on:
                     
  

			
	By:	 	  



  

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