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EXHIBIT 10.1




SEPARATION AGREEMENT AND GENERAL RELEASE




     This Separation Agreement and General Release (the “Agreement”) is made
and entered into this 2nd day of November, 2004, by and between USF
Corporation, a Delaware corporation (the “Employer”) and Richard P. DiStasio
(the “Executive”), who mutually agree and covenant as follows for the
consideration contained herein:



     1. Termination. Executive hereby agrees that his employment as Chairman,
President and Chief Executive Officer of Employer is terminated effective
November 2, 2004 (the “Termination Date”).



     2. Consideration. Executive shall be entitled to receive his base salary
through the Termination Date, payable in accordance with Employer’s payroll
policy. In addition, Employer shall pay Executive an aggregate amount equal to
$1,100,000, payable in substantially equal installments in accordance with
Employer’s payroll policy from time to time in effect (but not less frequently
than monthly), during the twelve-month period following the Termination Date.
The foregoing payments, and any other benefits provided hereunder, shall be
subject to any applicable deductions for state and federal withholdings and
other authorized deductions.



     3. Benefits. Executive shall be entitled to any benefits mandated under
the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) or required
under the terms of any pension or health and welfare employee benefit plan
provided by Employer and in which Executive is a participant, including without
limitation Employer’s 401(k) plan and flexible spending plan, all in accordance
with the terms and conditions of such plans; provided that except as provided
in Paragraph 2 above, Executive shall not be eligible for any severance or
similar benefit provided pursuant to any Employer plan. Employer shall
reimburse Executive monthly for the cost of his COBRA benefits until the
earlier of the 18-month anniversary of the date of this Agreement or the date
that Executive becomes eligible to receive health and medical benefits from
another employer. Executive’s account balance under Employer’s Non-Qualified
Deferred Compensation Plan, acknowledged by Executive to be approximately
$76,000 as of the date of this Agreement, shall be paid to Executive in
accordance with the terms of such plan and any applicable Enrollment Election
Form.



     4. Equity Incentive Awards. Employer and Executive acknowledge and agree
that Executive’s equity incentive awards from Employer consist of (i) the
Restricted Stock Grant Agreement dated September 15, 2003 between Employer and
Executive with respect to 17,726 shares of Employer’s common stock (the
“Restricted Shares”) and (ii) the Nonstatutory Stock Option Grant Agreement
dated September 15, 2003 between Employer and Executive with respect to options
to purchase a total of 100,000 shares of Employer’s common stock (the “Stock
Option”). Employer and Executive agree that upon the effectiveness of
Executive’s termination pursuant to



 









 




this Agreement, the Restricted Shares shall
become fully vested, and Executive shall promptly remit to Employer an amount
sufficient to satisfy federal, state and local taxes required by law to be
withheld with respect thereto. Employer and Executive acknowledge and agree
that the Stock Option has vested with respect to 20,000 shares of Employer’s
common stock and that upon the effectiveness of Executive’s termination
pursuant to this Agreement, (x) the unvested portion of the Stock Option (i.e.
for 80,000 shares of Employer’s common stock) shall terminate and (y) the
vested portion of the Stock Option shall be exercisable until the 90th day
following the Termination Date and otherwise in accordance with the terms of
the Stock Option and Employer’s Long-Term Incentive Plan.



     5. Resignation from Board. This Agreement shall serve as notice to
Employer that Executive resigns from his position as a member of the Board of
Directors of Employer (the “Board”) and any committee thereof, and from any
other position (as an officer, board member, or otherwise) that he may hold
with Employer or any affiliate or subsidiary of Employer, with each such
resignation effective as of the Termination Date. Executive agrees to execute
such further documents, if any, as Employer may reasonably request to
effectuate such resignation(s).



     6. Release and Covenant Not to Sue. In consideration for the foregoing
benefits, Executive hereby releases, forever discharges, and covenants not to
sue Employer and its affiliates or related companies or entities, any and all
of its and their respective direct or indirect subsidiaries, parents,
affiliates, predecessors, successors, past or present officers, directors,
partners, insurers, agents, attorneys, employees, trustees, administrators and
fiduciaries (all collectively, the “Released Parties”), from any and all causes
of action, from the beginning of time up to the date of this Agreement, except
for those obligations created by or arising out of this Agreement and any
rights Executive has to indemnification (i) under Employer’s bylaws, (ii) under
any other agreement between Executive and Employer or any affiliate of Employer
or (iii) under any director and officer liability policy of Employer.
Executive waives the benefit of any statute or rule of law which, if applied to
this Agreement, would otherwise exclude from its binding effect any claim
against any Released Party not now known by Executive to exist. This Agreement
is intended to be a general release and a covenant not to sue that extinguishes
all claims and precludes any attempt by Executive to initiate any litigation
against any Released Party. If Executive commences or maintains any claim in
violation of this Agreement, the Released Party shall be entitled to assert
this Agreement as a bar and shall be entitled to recover its attorneys’ fees
and costs of litigation from the party commencing or continuing the claim.



     Without in any way limiting the generality of the foregoing, this
Agreement constitutes a general and full release and disclaimer of all claims
by Executive arising out of or relating in any way to Executive’s employment or
termination of employment with Employer, or its predecessors, successors, or
affiliates, whether arising under a statute including but not limited to Title
VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in
Employment Act of 1967, 42 U.S.C. § 1981 (“Section 1981”), the Americans With
Disabilities Act (“ADA”), the Family and Medical Leave Act (“FMLA”), the
Employee Retirement Income Security Act, 29 U.S.C. § 1001



 









 




(“ERISA”), the
Illinois Human Rights Act, all county, municipal, federal, state or other
statutes, ordinances or regulations, as may be amended from time to time, or
common law claims or causes of action relating to alleged discrimination,
breach of contract or public policy, wrongful or retaliatory discharge,
tortious action, inaction, retaliation, or interference of any sort,
defamation, libel, slander, personal or business injury, all claims for salary,
wages, commissions, bonus, vacation pay, other benefits and reimbursement for
expenses, including attorneys’ fees and costs, occurring up to and including
the date of execution of this Agreement.



     7. Continuing Obligations. Notwithstanding any other obligations set
forth herein, Executive shall remain bound by the provisions of Paragraph 8 of
the Employment Agreement executed between the parties on August 21, 2003 (the
“Employment Agreement”), except that Executive may solicit the employment of
and hire his executive assistant.



     8. Return of Property and Confidential Materials. Executive represents
that he has returned or shall return within five business days all Employer’s
property, equipment (including without limitation any computers, BlackBerries
and cell phones), supplies, files and documents to Employer, including, but not
limited to, such items described in Paragraph 8(i) of the Employment Agreement.
Executive shall be entitled to the reimbursement of his reasonable and
approved business expenses incurred prior to the Termination Date, not to
exceed $10,000, submitted within 60 days after the Termination Date and
verified in accordance with Employer’s expense reimbursement policies.



     9. No Further Employment. Executive acknowledges that any employment
relationship between Executive and Employer has terminated and that he has no
future employment or contractual relationship with Employer or any of its
affiliates, predecessors or successors, other than the contractual relationship
created by this Agreement. Executive agrees to refrain from applying for
employment or any other contractual relationship with Employer or any of its
affiliates, predecessors or successors.



     10. Cooperation in Investigations and Litigation. In the event Executive
is contacted by any party other than Employer regarding any matter relating to
information Executive obtained through his employment with Employer, including
without limitation, any court action, administrative proceeding or government
audit or investigation, Executive agrees that: (a) he will promptly notify
Employer of any subpoena, summons or other request to testify or to provide
information of any kind no later than three days after his receipt of such
subpoena, summons or request and, in any event, prior to the date set for him
to provide such testimony or information; (b) he will cooperate with the
Employer with respect to such subpoena, summons or request for information,
including but not limited to preparatory meetings at mutually convenient times
at a place convenient to Executive; (c) he will not provide any testimony or
information unless required by law or permitted in writing by the Employer; (d)
he will permit the Employer to be represented by an attorney of the Employer’s
choosing at any such testimony or with respect to any such information to be
provided; and (e) he will follow the instructions of the attorney designated
by the Employer with respect to what



 









 




testimony or information is privileged by
the attorney-client and/or work product privileges of the Employer. The
parties agree that the Employer shall be responsible for the expense of any
lawyer designated by the Employer to represent the Employer’s interests.
Nothing in this Paragraph shall be construed as limiting Executive’s right to
consult with his own attorney, and/or have his own attorney present, at his own
expense, with respect to any court action, administrative proceeding, or
government audit or investigation related to his employment with Employer. In
the event Executive is contacted by Employer or an attorney representing
Employer regarding any matter relating to Employer, including without
limitation, any court action, administrative proceeding or government audit or
investigation, Executive agrees that he will voluntarily provide information as
requested and participate in preparatory meetings at mutually convenient times
at a place convenient to Executive.



     11. Non-Disparagement. Executive agrees not to make any statements to, or
engage in any conduct in the presence of: (i) any media (broadcast, print, or
internet); (ii) any current or former employees or consultants of Employer; or
(iii) any of Employer’s current, former or prospective customers, business
associates, vendors, consultants, financial institutions, accountants,
investors, shareholders, investment bankers, or other persons or entities, if
such statement or conduct may reasonably be expected to have the effect of
disparaging Employer. Employer agrees not to make any statements or engage in
any conduct that may reasonably be expected to have the effect of disparaging
Executive. For purposes of the immediately preceding sentence, Employer’s
statements shall be deemed to include only those statements made by Employer’s
directors and those of Employer’s executive officers who are listed in the
Summary Compensation Table of Employer’s proxy statement (the “Directors and
Designated Officers”) or any other person acting at the specific direction or
with the specific approval of a Director or Designated Officer.
Notwithstanding the foregoing, nothing in this Paragraph shall prohibit (i)
either party from making truthful statements when required by order of a court
or other governmental body having jurisdiction or making truthful statements in
private conversations in connection with seeking employment or other
occupational engagements or (ii) Employer from making disclosures regarding
this Agreement in connection with requirements of the Securities and Exchange
Commission or the Nasdaq Stock Market. With regard to any inquiries from
prospective employers of Executive, Employer agrees, consistent with its
policy, to verify only the Executive’s dates of employment and position held.



     12. No Admission of Wrongdoing. The parties mutually acknowledge that the
existence and terms of this Agreement are not an admission of liability or
wrongdoing by either party.



     13. No Inducement. Executive warrants that no inducement to enter into
this Agreement has been made except as set forth in this Agreement, that he is
entering into this Agreement without any threat or coercion of any kind.



     14. Entire Agreement. This Agreement constitutes the entire agreement
between the parties with regard to all matters addressed in this Agreement and
supersedes all prior negotiations and agreements relating to those matters,
including, but



 









 




not limited to, the Employment Agreement (other than as set
forth in Paragraph 7 herein) and the agreements attached to and incorporated
therein. This Agreement is an integrated document and the consideration stated
herein is the sole consideration for this Agreement.



     15. Non-Assignment. Each of the parties to this Agreement warrants that
such party has not assigned, conveyed, or transferred any claim, right or cause
of action of any kind that the party has or my have in connection with,
relating to or arising out of any fact, allegation, or matter which was or
could have been raised or settled in this Agreement.



     16. Construction. Each party to this Agreement has cooperated in the
preparation of this Agreement. Hence, this Agreement shall not be construed
against any party on the basis that the party was the draftsperson.



     17. Effectuation. Each party to this Agreement agrees to execute any and
all additional documents necessary to effectuate the intent and purpose of this
Agreement.



     18. Review Period. The parties acknowledge that Executive had at least
twenty-one (21) days to consider whether or not to sign this Agreement and
shall have the right to revoke and cancel this Agreement at any time within the
seven (7) day period following his execution of it. If Executive desires to
revoke this Agreement, he must do so in writing and shall return this document
to Craig C. Martin and Thomas A. Monson at Jenner & Block LLP, One IBM Plaza,
40th Floor, Chicago, Illinois 60611, fax number (312) 840-7776, and all terms
of the Agreement shall be void. If Executive cancels and revokes this
Agreement, Employer shall have no obligations under this Agreement.



     Executive has been advised and encouraged by Employer to consult with an
attorney before signing this Agreement and Executive has consulted with an
attorney before signing this Agreement. Executive affirms that he has
carefully read and fully understands this Agreement, has had sufficient time to
consider it, has had an opportunity to ask questions and have it explained, and
is entering into this Agreement knowingly and voluntarily, with an
understanding that the general release will have the effect of waiving any
action or recovery he might pursue for any claims arising on or prior to the
date of the execution of this Agreement.



     19. Binding Agreement. This Agreement shall be binding upon and inure to
the benefit of each of the parties to this Agreement and their heirs,
successors, conservators, attorneys, administrators, successors and assigns.
Employer has taken all corporate action necessary to execute and deliver this
Agreement and to perform its obligations hereunder, and this Agreement has been
duly authorized, executed and delivered by Employer.



     20. Choice of Law. This Agreement shall be interpreted in accordance with
the laws of the State of Illinois.



 









 





     21. Breach and/or Enforcement of Agreement. Any disputes relating to
enforcement and/or breach of this Agreement shall be resolved through binding
arbitration in accordance with the applicable rules of the American Arbitration
Association, with said arbitration to be conducted in Chicago, Illinois.



 









 





     22. Counterparts. This Agreement may be signed in counterparts and
transmitted by facsimile, each of which shall be deemed to be an original for
all purposes.



     IN WITNESS WHEREOF, the parties have executed this Agreement on this date
or dates set forth below.






	 	 	 	 	 	 
	USF Corporation	 	 	 	 
	 
	By:	/s/ Paul J. Liska	 	 	/s/ Richard P. DiStasio	 
	 
	Its:	Executive Chairman	 	 	Richard P. DiStasio