Equity Incentive Plan



 Exhibit 10.1 
 QUALITY DISTRIBUTION, INC. 

2012 EQUITY INCENTIVE PLAN 

Article 1 

INTRODUCTION 
 Section 1.1 Purpose, Effective Date and Term. The purpose of this QUALITY DISTRIBUTION, INC. 2012 EQUITY
INCENTIVE PLAN is to promote the long-term financial success of QUALITY DISTRIBUTION, INC. and its Subsidiaries by providing a means to attract, retain and reward
individuals who can and do contribute to such success, and to further align their interests with those of the Shareholders. The “Effective Date” of the Plan is May 30, 2012, the date of the approval of the Plan by the
Shareholders. The Plan shall remain in effect as long as any Awards are outstanding; provided, however, that no Awards may be granted after the 10-year anniversary of the Effective Date. 

Section 1.2 Participation. Each employee and director of, and service provider (with respect to which issuances of
securities may be registered under Form S-8) to, the Company and each Subsidiary who is granted, and currently holds, an Award in accordance with the provisions of the Plan shall be a “Participant” in the Plan. Award recipients
shall be limited to employees and directors of, and service providers (with respect to which issuances of securities may be registered under Form S-8) to, the Company and its Subsidiaries; provided, however, that an Award (other than an Award
of an ISO) may be granted to an individual prior to the date on which he or she first performs services as an employee, director or service provider, provided that such Award does not become vested prior to the date such individual commences
such services. 
 Section 1.3 Definitions. Capitalized terms in the Plan shall be defined as set forth in the
Plan (including the definition provisions of Article 8). 
 Article 2 

AWARDS 
 Section 2.1 General. Any Award may be granted singularly, in combination with another Award (or Awards), or in tandem whereby the exercise or vesting of one Award held by a Participant
cancels another Award held by the Participant. Each Award shall be subject to the provisions of the Plan and such additional provisions as the Committee may provide with respect to such Award and as may be evidenced in the Award Agreement. Subject
to the provisions of Section 3.4(b), an Award may be granted as an alternative to or replacement of an existing award under the Plan, any other plan of the Company or a Subsidiary or as the form of payment for grants or rights earned or
due under any other compensation plan or arrangement of the Company or a Subsidiary, including the plan of any entity acquired by the Company or a Subsidiary. The types of Awards that may be granted include the following: 

(a) Stock Options. A stock option represents the right to purchase Shares at an exercise price established by the
Committee. Any stock option may be either an ISO or a 







 
nonqualified stock option that is not intended to be an ISO. No ISOs may be (i) granted after the 10-year anniversary of the earlier of the Effective Date or Shareholder approval of the Plan
or (ii) granted to a non-employee. To the extent the aggregate Fair Market Value (determined at the time of grant) of Shares with respect to which ISOs are exercisable for the first time by any Participant during any calendar year under all
plans of the Company and its Subsidiaries exceeds $100,000, the stock options or portions thereof that exceed such limit shall be treated as nonqualified stock options. Unless otherwise specifically provided by the Award Agreement, any stock
option granted under the Plan shall be a nonqualified stock option. All or a portion of any ISO granted under the Plan that does not qualify as an ISO for any reason shall be deemed to be a nonqualified stock option. In addition, any ISO granted
under the Plan may be unilaterally modified by the Committee to disqualify such stock option from ISO treatment such that it shall become a nonqualified stock option. 
 (b) Stock Appreciation Rights. A stock appreciation right (an “SAR”) is a right to receive, in cash, Shares or a combination of both (as shall be reflected in the
respective Award Agreement), an amount equal to or based upon the excess of (i) the Fair Market Value at the time of exercise of the SAR over (ii) an exercise price established by the Committee. 

(c) Stock Awards. A stock award is a grant of Shares or a right to receive Shares (or their cash equivalent or a
combination of both, as shall be reflected in the respective Award Agreement) in the future, excluding Awards designated as stock options, SARs or cash incentive awards by the Committee. Such Awards may include bonus shares, performance shares,
performance units, restricted stock, restricted stock units or any other equity-based Award as determined by the Committee. 

(d) Cash Incentive Awards. A cash incentive award is the grant of a right to receive a payment of cash (or Stock
having a value equivalent to the cash otherwise payable, excluding Awards designated as stock options, SARs or stock awards by the Committee, all as shall be reflected in the respective Award Agreement), determined on an individual basis or as an
allocation of an incentive pool that is contingent on the achievement of performance objectives established by the Committee. 

Section 2.2 Exercise of Stock Options and SARs. A stock option or SAR shall be exercisable in accordance with
such provisions as may be established by the Committee; provided, however, that a stock option or SAR shall expire no later than 10 years after its grant date (five years in the case of an ISO with respect to a 10%
Shareholder). The exercise price of each stock option and SAR shall be not less than 100% of the Fair Market Value on the grant date; provided, however, that the exercise price of an ISO shall be not less than 110% of Fair Market Value
on the grant date in the case of a 10% Shareholder; and provided, further, that, to the extent permitted under Code Section 409A, and subject to Section 3.4(b), the exercise price may be higher or lower in the case of stock
options and SARs granted in replacement of existing awards held by an employee, director or service provider granted by an acquired entity. The payment of the exercise price of a stock option shall be by cash or, subject to limitations imposed
by applicable law, by any of the following means unless otherwise determined by the Committee from time to time: (a) by tendering, either actually or by attestation, Shares acceptable to the Committee and valued at Fair Market Value as of the
day of exercise; (b) by irrevocably authorizing a third party, acceptable to the Committee, to sell Shares acquired upon exercise of 

  
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the stock option and to remit to the Company no later than the third business day following exercise of a sufficient portion of the sale proceeds to pay the entire exercise price and any tax
withholding resulting from such exercise; (c) by payment through a net exercise such that, without the payment of any funds, the Participant may exercise the option and receive the net number of Shares equal in value to (i) the number of
Shares as to which the option is being exercised, multiplied by (ii) a fraction, the numerator of which is the Fair Market Value (on the date of exercise) less the exercise price, and the denominator of which is such Fair Market Value (the
number of net Shares to be received shall be rounded down to the nearest whole number of Shares); (d) by personal, certified or cashiers’ check; (e) by other property deemed acceptable by the Committee or (f) by any combination
thereof. 
 Section 2.3 Performance-Based Compensation. Any Award that is intended to be Performance-Based
Compensation shall be conditioned on the achievement of one or more objective performance measures, to the extent required by Code Section 162(m), as may be determined by the Committee. The grant of any Award and the establishment of
performance measures that are intended to be Performance-Based Compensation shall occur during the period required under Code Section 162(m). 
 (a) Performance Measures. The performance measures described in this Section 2.3 may be based on any one or more of the following: earnings (e.g., earnings before
interest and taxes; earnings before interest, taxes, depreciation and amortization; and earnings per share; each as may be defined by the Committee); financial return ratios (e.g., return on investment; return on invested capital; return on
equity; and return on assets; each as may be defined by the Committee); increase in revenue, operating or net cash flows; cash flow return on investment; total shareholder return; market share; net operating income, operating income or net income;
debt load reduction; expense management; economic value added; stock price; book value; overhead; assets; asset quality level; charge offs; regulatory compliance; improvement of financial rating; achievement of balance sheet or income statement
objectives; improvements in capital structure; profitability; profit margins; budget comparisons or strategic business objectives, consisting of one or more objectives based on meeting specific cost targets, business expansion goals and goals
relating to acquisitions or divestitures. Performance measures may be based on the performance of the Company as a whole or of any one or more Subsidiaries, business units or financial reporting segments of the Company or a Subsidiary, or any
combination thereof, and may be measured relative to a peer group, an index or a business plan. 
 (b) Partial
Achievement. An Award may provide that partial achievement of the performance measures may result in payment or vesting based upon the degree of achievement. In addition, partial achievement of performance measures shall apply toward a
Participant’s individual limitations as set forth in Section 3.3. 
 (c) Extraordinary
Items. In establishing any performance measures, the Committee may provide for the exclusion of the effects of the following items, to the extent identified in the audited financial statements of the Company, including footnotes, or in the
Management’s Discussion and Analysis section of the Company’s annual report: (i) extraordinary, unusual or nonrecurring items of gain or loss, including non-cash refinancing charges; (ii) gains or losses on the disposition of a
business; (iii) changes in tax or accounting principles, regulations or laws; (iv) mergers or acquisitions; and (v) such other items permitted 

  
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from time to time hereafter under the regulations promulgated under Code Section 162(m). To the extent not specifically excluded, such effects shall be included in any applicable
performance measure. 
 (d) Adjustments. Pursuant to this Section 2.3, in certain circumstances the
Committee may adjust performance measures; provided, however, that no adjustment may be made with respect to an Award that is intended to be Performance-Based Compensation, except to the extent the Committee exercises such negative discretion
as is permitted under Code Section 162(m). If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company or the manner in which the Company or a Subsidiary conducts its business
or other events or circumstances render current performance measures to be unsuitable, the Committee may modify such performance measures, in whole or in part, as the Committee deems appropriate. If a Participant is promoted, demoted or transferred
to a different business unit during a performance period, the Committee may determine that the selected performance measures or applicable performance period are no longer appropriate, in which case, the Committee, in its sole discretion, may
(i) adjust, change or eliminate the performance measures or change the applicable performance period or (ii) cause to be made a cash payment to the Participant in an amount determined by the Committee. 

Section 2.4 Dividends and Dividend Equivalents. Any Award may provide the Participant with the right to receive
dividend payments or dividend equivalent payments with respect to Shares subject to the Award, which payments may be made currently or credited to an account for the Participant, may be settled in cash or Shares and may be subject to terms or
provisions similar to the underlying Award. 
 Section 2.5 Forfeiture of Awards. Unless specifically provided
to the contrary in an Award Agreement, upon notification of Termination of Service for Cause, any outstanding unvested Award held by a Participant shall terminate immediately, such Award shall be forfeited and the Participant shall have no further
rights thereunder. 
 Section 2.6 Deferred Compensation. The Plan is, and all Awards are, intended to be
exempt from (or, in the alternative, to comply with) Code Section 409A, and each shall be construed, interpreted and administered accordingly. The Company does not guarantee that any benefits that may be provided under the Plan will satisfy all
applicable provisions of Code Section 409A. If any Award would be considered “deferred compensation” under Code Section 409A, the Committee reserves the absolute right (including the right to delegate such right) to unilaterally
amend the Plan or the applicable Award Agreement, without the consent of the Participant, to avoid the application of, or to maintain compliance with, Code Section 409A. Any amendment by the Committee to the Plan or an Award Agreement pursuant
to this Section 2.6 shall maintain, to the extent practicable, the original intent of the applicable provision without violating Code Section 409A. A Participant’s acceptance of any Award shall be deemed to constitute the
Participant’s acknowledgment of, and consent to, the rights of the Committee under this Section 2.6, without further consideration or action. Any discretionary authority retained by the Committee pursuant to the terms of the Plan or
pursuant to an Award Agreement shall not be applicable to an Award that is determined to constitute deferred compensation, if such discretionary authority would contravene Code Section 409A. 

  
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 Article 3 
 SHARES SUBJECT TO PLAN 
 Section 3.1 Available
Shares. The Shares with respect to which Awards may be granted shall be Shares currently authorized but unissued, currently held or, to the extent permitted by applicable law, subsequently acquired by the Company, including Shares
purchased in the open market or in private transactions. 
 Section 3.2 Share Limitations.  

(a) Share Reserve. Subject to the following provisions of this Section 3.2, the maximum number of Shares that
may be delivered under the Plan shall be 2,000,000 Shares (all of which may be granted as ISOs) plus any Shares that are covered under a Prior Plan award that otherwise would become available for reuse under the Prior Plan, as provided in
Section 3.2(b)(v), due to forfeiture, expiration, cancellation or the like. The maximum number of Shares available for delivery under the Plan (including the number that may be granted as ISOs) and the number of Shares subject to
outstanding Awards shall be subject to adjustment as provided in Section 3.4. As of the Effective Date, no further awards shall be granted under the Prior Plans. 
 (b) Reuse of Shares.  
 (i) To the extent any Shares covered
by an Award are not delivered to a Participant or beneficiary for any reason, including because the Award is forfeited, canceled or settled in cash, such Shares shall not be deemed to have been delivered for purposes of determining the maximum
number of Shares available for delivery under the Plan and shall again become eligible for delivery under the Plan. 
 (ii)
With respect to SARs that are settled in Shares, only Shares actually delivered shall be counted for purposes of determining the maximum number of Shares available for delivery under the Plan. 

(iii) If the exercise price of any stock option granted under the Plan is satisfied by tendering Shares to the Company (whether by
actual delivery or by attestation and whether or not such surrendered Shares were acquired pursuant to an Award) or by the net exercise of the Award, only the number of Shares delivered net of the Shares tendered shall be deemed delivered for
purposes of determining the maximum number of Shares available for delivery under the Plan. 
 (iv) If the withholding tax
liabilities arising from an Award or, following the Effective Date, an award under the Prior Plan, are satisfied by the tendering of Shares to the Company (whether by actual delivery or by attestation and whether or not such tendered Shares were
acquired pursuant to an Award) or by the withholding of or reduction of Shares by the Company, such Shares shall not be deemed to have been delivered for purposes of determining the maximum number of Shares available for delivery under the Plan and
shall again become eligible for delivery under the Plan. 
 (v) Following the Effective Date, any Shares that are covered under
a Prior Plan award that otherwise would become available for reuse under the Prior Plan due to forfeiture, expiration, cancellation or the like shall instead become available for delivery under the Plan. 

  
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 Section 3.3 Limitations on Grants to Individuals. The following
limitations shall apply with respect to Awards: 
 (a) Stock Options and SARs. The maximum number of Shares
that may be subject to stock options or SARs granted to any one Participant during any calendar year that are intended to be Performance-Based Compensation, and then only to the extent that such limitation is required by Code Section 162(m),
shall be 500,000. For purposes of this Section 3.3(a), if a stock option is granted in tandem with an SAR, such that the exercise of the option or SAR with respect to a Share cancels the tandem SAR or option right, respectively, with
respect to such Share, the tandem option and SAR rights with respect to each Share shall be counted as covering one Share for purposes of applying the limitations of this Section 3.3(a). 

(b) Stock Awards. The maximum number of Shares that may be subject to stock awards that are granted to any one
Participant during any calendar year and are intended to be Performance-Based Compensation, and then only to the extent that such limitation is required by Code Section 162(m), shall be 250,000. 

(c) Cash Incentive Awards and Stock Awards Settled in Cash. The maximum dollar amount that may be payable to any one
Participant pursuant to cash incentive awards and cash-settled stock awards that are granted to any one Participant during any calendar year and are intended to be Performance-Based Compensation, and then only to the extent that such limitation is
required by Code Section 162(m), shall be $2,000,000. 
 (d) Dividends, Dividend Equivalents and
Earnings. For purposes of determining whether an Award is intended to be qualified as Performance-Based Compensation under the foregoing limitations of this Section 3.3, (i) the right to receive dividends and dividend
equivalents with respect to any Award that is not yet vested shall be treated as a separate Award, and (ii) if the delivery of any Shares or cash under an Award is deferred, any earnings, including dividends and dividend equivalents, shall be
disregarded. 
 (e) Partial Performance. Notwithstanding the preceding provisions of this Section 3.3,
if in respect of any performance period or restriction period, the Committee grants to a Participant Awards having an aggregate dollar value and/or number of Shares less than the maximum dollar value and/or number of Shares that could be paid or
awarded to such Participant based on the degree to which the relevant performance measures were attained, the excess of such maximum dollar value and/or number of Shares over the aggregate dollar value and/or number of Shares actually subject to
Awards granted to such Participant shall be carried forward and shall increase the maximum dollar value and/or the number of Shares that may be awarded to such Participant in respect of the next performance period or restriction period in respect of
which the Committee grants to such Participant an Award intended to qualify as Performance-Based Compensation, subject to adjustment pursuant to Section 3.4. 

  
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 Section 3.4 Corporate Transactions; No Repricing.  

(a) Adjustments. To the extent permitted under Code Section 409A, to the extent applicable, in the event of a
corporate transaction involving the Company or the Shares (including any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), all
outstanding Awards, the number of Shares available for delivery under the Plan under Section 3.2 and each of the specified limitations set forth in Section 3.3 shall be adjusted automatically to proportionately and uniformly
reflect such transaction (but only to the extent that such adjustment will not negatively affect the status of an Award intended to qualify as Performance-Based Compensation, if applicable); provided, however, that, subject to
Section 3.4(b), the Committee may otherwise adjust Awards (or prevent such automatic adjustment) as it deems necessary, in its sole discretion, to preserve the benefits or potential benefits of the Awards and the Plan. Action by the
Committee under this Section 3.4(a) may include: (i) adjustment of the number and kind of shares that may be delivered under the Plan; (ii) adjustment of the number and kind of shares subject to outstanding Awards;
(iii) adjustment of the exercise price of outstanding stock options and SARs; and (iv) any other adjustments that the Committee determines to be equitable (which may include (A) replacement of an Award with another award that the
Committee determines has comparable value and that is based on stock of a company resulting from a corporate transaction, and (B) cancellation of an Award in return for cash payment of the current value of the Award, determined as though the
Award were fully vested at the time of payment, provided that in the case of a stock option or SAR, the amount of such payment shall be the excess of the value of the stock subject to the option or SAR at the time of the transaction over the
exercise price, and provided, further, that no such payment shall be required in consideration for the cancellation of the Award if the exercise price is greater than the value of the stock at the time of such corporate transaction).

 (b) No Repricing. Notwithstanding any provision of the Plan to the contrary, no adjustment or reduction of the
exercise price of any outstanding stock option or SAR in the event of a decline in Stock price shall be permitted without approval by the Shareholders or as otherwise expressly provided under Section 3.4(a). The foregoing prohibition
includes (i) reducing the exercise price of outstanding stock options or SARs, (ii) cancelling outstanding stock options or SARs in connection with the granting of stock options or SARs with a lower exercise price to the same individual,
(iii) cancelling stock options or SARs with an exercise price in excess of the current Fair Market Value in exchange for a cash or other payment, and (iv) taking any other action that would be treated as a repricing of a stock option or
SAR under the rules of the primary securities exchange or similar entity on which the Shares are listed. 
 Section 3.5
Delivery of Shares. Delivery of Shares or other amounts under the Plan shall be subject to the following: 

(a) Compliance with Applicable Laws. Notwithstanding any provision of the Plan to the contrary, the Company shall have
no obligation to deliver any Shares or make any other distribution of benefits under the Plan unless such delivery or distribution complies with all applicable laws and the applicable requirements of any securities exchange or similar entity.


  
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 (b) No Certificates Required. To the extent that the Plan provides for
the delivery of Shares, the delivery may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any securities exchange or similar entity. 

Article 4 

CHANGE IN CONTROL 
 Section 4.1 Consequence of a Change in Control. Subject to the provisions of Section 3.4 (relating to the adjustment of shares), and except as otherwise provided in the Plan
or in any Award Agreement, at the time of a Change in Control: 
 (a) Subject to any forfeiture and expiration provisions
otherwise applicable to the respective Awards, all stock options and SARs under the Plan then held by the Participant shall become fully exercisable immediately if, and all stock awards and cash incentive awards under the Plan then held by the
Participant shall become fully earned and vested immediately if, (i) the Plan and the respective Award Agreements are not the obligations of the entity, whether the Company, a successor thereto or an assignee thereof, that conducts following a
Change in Control substantially all of the business conducted by the Company and its Subsidiaries immediately prior to such Change in Control or (ii) the Plan and the respective Award Agreements are the obligations of the entity, whether the
Company, a successor thereto or an assignee thereof, that conducts following a Change in Control substantially all of the business conducted by the Company and its Subsidiaries immediately prior to such Change in Control and the Participant incurs a
Termination of Service without Cause or by the Participant for Good Reason following such Change in Control. 
 (b)
Notwithstanding the foregoing provisions of this Section 4.1, if the vesting of an outstanding Award is conditioned upon the achievement of performance measures, then such vesting shall be subject to the following: 

(i) If, at the time of the Change in Control, the established performance measures are less than 50% attained (as determined in the sole
discretion of the Committee, but in any event, based pro rata in accordance with time lapsed through the date of the Change in Control in the event of any period-based performance measures), then such Award shall become vested and exercisable on a
fractional basis with the numerator being equal to the percentage of attainment and the denominator being 50% upon the Change in Control. 
 (ii) If, at the time of the Change in Control, the established performance measures are at least 50% attained (as determined in the sole discretion of the Committee, but in any event based pro rata in
accordance with time lapsed through the date of the Change in Control in the event of any period-based performance measures), then such Award shall become fully earned and vested immediately upon the Change in Control. 

  
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 Section 4.2 Definition of Change in Control.  

(a) For purposes of the Plan, “Change in Control” means the first to occur of the following: 

(i) The consummation of the acquisition by any “person” (as such term is defined in Section 13(d) or 14(d) of the
Exchange Act) of “beneficial ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of the combined voting power of the then outstanding Voting Securities of the Company; 

(ii) During any 12-month period, the individuals who, as of the Effective Date, are members of the Board cease for any reason to
constitute a majority of the Board, unless either the election of or the nomination for election by the Shareholders of any new director was approved by a vote of a majority of the Board, in which case such new director shall for purposes of this
Plan be considered as a member of the Board; or 
 (iii) The consummation by the Company of (i) a merger, consolidation or
other similar transaction if the Shareholders immediately before such merger, consolidation or other similar transaction do not, as a result of such merger, consolidation or other similar transaction, own, directly or indirectly, more than 50% of
the combined voting power of the then outstanding Voting Securities of the entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the Voting Securities of the
Company outstanding immediately before such merger or consolidation or (ii) a complete liquidation or dissolution or an agreement for the sale or other disposition of all or substantially all of the assets of the Company. 

(b) Notwithstanding any provision in the foregoing definition of Change in Control to the contrary, a Change in Control shall not
be deemed to occur solely because 35% or more of the combined voting power of the then outstanding securities of the Company are acquired by (i) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained
for employees of the entity or (ii) any corporation that, immediately prior to such acquisition, is owned directly or indirectly by the Shareholders in the same proportion as their ownership of Stock immediately prior to such acquisition.

 (c) Further notwithstanding any provision in the foregoing definition of Change in Control to the contrary, in the
event that any Award constitutes deferred compensation, and the settlement of, or distribution of benefits under such Award is to be triggered by a Change in Control, then such settlement or distribution shall be subject to the event constituting
the Change in Control also constituting a “change in control event” under Code Section 409A. 
 Article 5

 COMMITTEE 
 Section 5.1 Administration. The authority to control and manage the operation and administration of the Plan shall be vested in the Committee in accordance with this Article
5. The Committee shall be selected by the Board, provided that the Committee shall consist of two or more members of the Board, each of whom is a “non-employee director” (within the meaning of Rule 16b-3 promulgated under
the Exchange Act), an “outside director” (within the meaning of Code Section 162(m)) and an “independent director” (within the meaning of the rules of the securities exchange which then constitutes the principal listing for
the Stock). Subject to the 

  
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applicable rules of any securities exchange or similar entity, if the Committee does not exist, or for any other reason determined by the Board, the Board may take any action under the Plan that
would otherwise be the responsibility of the Committee. 
 Section 5.2 Powers of Committee. The
Committee’s administration of the Plan shall be subject to the other provisions of the Plan and the following: 
 (a)
The Committee shall have the authority and discretion to select from among the Company’s and the Subsidiary’s employees, directors and service providers those persons who shall receive Awards, to determine the time or times of receipt,
to determine the types of Awards and the number of Shares covered by the Awards, to establish the terms of Awards, to cancel or suspend Awards and to reduce or eliminate any restrictions or vesting requirements applicable to an Award at any time
after the grant of the Award. 
 (b) In the event that the Committee determines that it is advisable to grant Awards that
do not qualify for the exception for Performance-Based Compensation from the tax deductibility limitations of Code Section 162(m), the Committee may grant such Awards without satisfying the requirements of Code Section 162(m). 

(c) The Committee shall have the authority and discretion to interpret the Plan, to establish, amend and rescind any rules and
regulations relating to the Plan and to make all other determinations that may be necessary or advisable for the administration of the Plan. 
 (d) The Committee shall have the authority to define terms not otherwise defined in the Plan. 
 (e) Any interpretation of the Plan by the Committee and any decision made by it under the Plan shall be final and binding on all persons. 

(f) In controlling and managing the operation and administration of the Plan, the Committee shall take action in a manner that
conforms to the articles and bylaws of the Company and to all applicable law. 
 Section 5.3 Delegation by
Committee. Except to the extent prohibited by applicable law, the applicable rules of any securities exchange or similar entity or the Plan or the charter of the Committee, or as necessary to comply with the exemptive provisions of Rule
16b-3 of the Exchange Act or of Code Section 162(m), the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers under
the Plan to any person or persons selected by it. The acts of such delegates shall be treated under the Plan as acts of the Committee and such delegates shall report regularly to the Committee regarding the delegated duties and responsibilities and
any Awards granted. Any such allocation or delegation may be revoked by the Committee at any time. 
 Section 5.4
Information to be Furnished to Committee. As may be permitted by applicable law, the Company and each Subsidiary shall furnish the Committee with such data and information as it determines may be required for it to discharge its
duties under the Plan. The records of the Company and each Subsidiary as to an employee’s or Participant’s 

  
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employment, termination of employment, leave of absence, reemployment and compensation shall be conclusive with respect to all persons unless determined by the Committee to be manifestly
incorrect. Subject to applicable law, Participants and other persons entitled to benefits under the Plan shall furnish the Committee such evidence, data or information as the Committee considers desirable to carry out the terms of the Plan.

 Section 5.5 Expenses and Liabilities. All expenses and liabilities incurred by the Committee in the
administration and interpretation of the Plan or any Award Agreement shall be borne by the Company. The Committee may employ attorneys, consultants, accountants or other persons in connection with the administration and interpretation of the Plan,
and the Company, and its officers and directors, shall be entitled to rely upon the advice, opinions and valuations of any such persons. 
 Article 6 
 AMENDMENT AND TERMINATION 

Section 6.1 General. The Board may, as permitted by law, at any time, amend or terminate the Plan, and may amend
any Award Agreement; provided, however, that no amendment or termination may (except as provided in Section 2.6, Section 3.4 and Section 6.2), in the absence of written consent to the change by the
affected Participant (or, if the Participant is not then living, the affected beneficiary), impair the rights of any Participant or beneficiary under any Award granted prior to the date such amendment or termination is adopted by the Board; and
provided, further, that no amendment may (a) materially increase the benefits accruing to Participants under the Plan, (b) materially increase the aggregate number of securities that may be delivered under the Plan other than
pursuant to Section 3.4, or (c) materially modify the requirements for participation in the Plan, unless the amendment under (a), (b) or (c) immediately above is approved by the Shareholders. 

Section 6.2 Amendment to Conform to Law. Notwithstanding any provision of the Plan or an Award Agreement to the
contrary, the Committee may amend the Plan or any Award Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan or the Award Agreement to any applicable law. By accepting an
Award, the Participant shall be deemed to have acknowledged and consented to any amendment to an Award made pursuant to this Section 6.2, Section 2.6 or Section 3.4 without further consideration or action.

 Article 7 
 GENERAL TERMS 
 Section 7.1 No Implied Rights.

 (a) No Rights to Specific Assets. No person shall by reason of participation in the Plan acquire any
right in or title to any assets, funds or property of the Company or any Subsidiary, including any specific funds, assets, or other property that the Company or a Subsidiary, in its sole discretion, may set aside in anticipation of a liability under
the Plan. A Participant shall have only a contractual right to the Shares or amounts, if any, distributable in 

  
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accordance with the provisions of the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan or an Award Agreement shall constitute a guarantee that the
assets of the Company or any Subsidiary shall be sufficient to provide any benefits to any person. 
 (b) No
Contractual Right to Employment or Future Awards. The Plan does not constitute a contract of employment, and selection as a Participant shall not give any person the right to be retained in the service of the Company or a Subsidiary or any
right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the Plan. No individual shall have the right to be selected to receive an Award, or, having been so selected, to receive a future Award.

 (c) No Rights as a Shareholder. Except as otherwise provided in the Plan, no Award shall confer upon the holder
thereof any rights as a Shareholder prior to the date on which the individual fulfills all conditions for receipt of such rights. 
 Section 7.2 Transferability. Except as otherwise provided by the Committee, Awards are not transferable except as designated by the Participant by will or by the laws of descent
and distribution or pursuant to a “qualified domestic relations order” (as defined in the Code or Title I of the Employee Retirement Income Security Act of 1974). The Committee shall have the discretion to permit the transfer of Awards;
provided, however, that such transfers shall be limited to immediate family members of Participants, trusts, partnerships, limited liability companies and other entities that are permitted to exercise rights under Awards in accordance with
Form S-8 established for the primary benefit of such family members; and provided, further, that such transfers shall not be made for value to the Participant. 
 Section 7.3 Designation of Beneficiaries. A Participant hereunder may file with the Company a designation of a beneficiary or beneficiaries under the Plan and may from time to time
revoke or amend any such designation. Any designation of beneficiary under the Plan shall be controlling over any other disposition, testamentary or otherwise; provided, however, that if the Committee is in doubt as to the entitlement of any
such beneficiary to any Award, the Committee may determine to recognize only the legal representative of the Participant in which case the Company, the Committee and the members thereof shall not have any further liability to anyone. 

Section 7.4 Non-Exclusivity. Neither the adoption of the Plan by the Board nor the submission of the Plan to the
Shareholders for approval shall be construed as creating any limitations on the power of the Board or the Committee to adopt such other incentive arrangements as either may deem desirable, including the granting of restricted stock, stock options or
other equity awards otherwise than under the Plan or an arrangement that is or is not intended to qualify under Code Section 162(m), and such arrangements may be either generally applicable or applicable only in specific cases. 

Section 7.5 Award Agreement. Each Award shall be evidenced by an Award Agreement. A copy of the Award Agreement,
in any medium chosen by the Committee, shall be made available to the Participant, and the Committee may require that the Participant sign a copy of the Award Agreement. 

  
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 Section 7.6 Form and Time of Elections. Unless otherwise specified
in the Plan, each election required or permitted to be made by any Participant or other person entitled to benefits under the Plan, and any permitted modification, or revocation thereof, shall be filed with the Company at such times, in such form,
and subject to such terms or conditions, not inconsistent with the provisions of the Plan, as the Committee may require. 

Section 7.7 Evidence. Evidence required of anyone under the Plan may be by certificate, affidavit, document or
other information that the person acting on it considers pertinent and reliable, and signed, made or presented by the proper party or parties. 
 Section 7.8 Tax Withholding. All distributions under the Plan shall be subject to withholding of all applicable taxes and the Committee may condition the delivery of any Shares or
other benefits under the Plan on satisfaction of the applicable withholding obligations. Except as otherwise provided by the Committee, such withholding obligations may be satisfied (a) through cash payment by the Participant;
(b) through the surrender of Shares that the Participant already owns or (c) through the surrender of Shares to which the Participant is otherwise entitled under the Plan; provided, however, that except as otherwise specifically
provided by the Committee, such Shares under clause (c) may not be used to satisfy more than the Company’s minimum statutory withholding obligation. 
 Section 7.9 Successors. All obligations of the Company under the Plan shall be binding upon and inure to the benefit of any successor to the Company. 

Section 7.10 Indemnification. To the fullest extent permitted by law, each person who is or shall have been a
member of the Committee or the Board, or an officer of the Company to whom authority was delegated in accordance with Section 5.3, or an employee of the Company shall be indemnified and held harmless by the Company against and from any
loss (including amounts paid in settlement), cost, liability or expense (including reasonable attorneys’ fees) that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or
proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the
Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her (provided that he or she shall give the Company an opportunity, at its own expense, to handle and defend
the same before he or she undertakes to handle and defend it on his or her own behalf), unless such loss, cost, liability or expense is a result of his or her own willful misconduct or except as expressly provided by statute. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s charter or bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify
them or hold them harmless. 
 Section 7.11 No Fractional Shares. Unless otherwise permitted by the
Committee, no fractional Shares shall be delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, Shares or other property shall be delivered or paid in lieu of fractional Shares or whether such fractional Shares or
any rights thereto shall be forfeited or otherwise eliminated. 

  
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 Section 7.12 Governing Law. The Plan, all Awards, and all actions
taken in connection herewith and therewith shall be governed by and construed in accordance with the laws of the State of Florida without reference to principles of conflict of laws, except as superseded by applicable federal law. 

Section 7.13 Benefits Under Other Plans. Except as otherwise provided by the Committee, Awards granted to a
Participant (including the grant and the receipt of benefits) shall be disregarded for purposes of determining the Participant’s benefits under, or contributions to, any qualified retirement plan, nonqualified plan and any other benefit plan
maintained by the Participant’s employer. 
 Section 7.14 Validity. If any provision of the Plan is
determined to be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if such illegal or invalid provision had never been included in
the Plan. 
 Section 7.15 Notice. Unless provided otherwise in an Award Agreement or policy adopted from
time to time by the Committee, all communications to the Company provided for in the Plan, or any Award Agreement, shall be delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid (provided that
international mail shall be sent via overnight or two-day delivery), or sent by facsimile or prepaid overnight courier or by email to the Company at the address set forth below: 

Quality Distribution, Inc. 
 4041 Park Oaks Boulevard, Suite 200 
 Tampa, Florida 33610 

Facsimile: 

Email: 
 Such
communications shall be deemed given: 
 (a) In the case of delivery by overnight service with guaranteed next day
delivery, the next day or the day designated for delivery; 
 (b) In the case of certified or registered U.S. mail, five
days after deposit in the U.S. mail; or 
 (c) In the case of facsimile, the date upon which the transmitting party
receives confirmation of receipt by facsimile, telephone or otherwise; 
 (d) In the case of email, the date upon which
the transmitting party receives confirmation of receipt by email generated by the transmitting computer or the recipient’s computer. 

provided, however, that in no event shall any communication be deemed to be given later than the date it is actually received, provided it
is actually received. In the event a communication is not received, it shall be deemed received only upon the showing of an original of the applicable receipt, registration or confirmation from the applicable delivery service provider.


  
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Communications that are to be delivered by U.S. mail or by overnight service to the Company shall be directed to the attention of the Company’s senior human resources officer and corporate
secretary. 
 Section 7.16 Clawback Policy. Any Award, amount or benefit received under the Plan shall be
subject to potential cancellation, recoupment, rescission, payback or other similar action in accordance with any applicable Company clawback policy (the “Policy”) or any applicable law as may be in effect from time to time. A
Participant’s receipt of an Award shall be deemed to constitute the Participant’s acknowledgment of and consent to the Company’s application, implementation and enforcement of (i) the Policy and any similar policy established by
the Company that may apply to the Participant together with all other similarly situated participants, whether adopted prior to or following the making of any Award and (ii) any provision of applicable law relating to cancellation, rescission,
payback or recoupment of compensation, as well as the Participant’s express agreement that the Company may take such actions as are necessary to effectuate the Policy, any similar policy and applicable law, without further consideration or
action. 
 Article 8 
 DEFINED TERMS; CONSTRUCTION 
 Section 8.1 In addition to
the other definitions contained in the Plan, unless otherwise specifically provided in an Award Agreement, the following definitions shall apply: 
 (a) “10% Shareholder” means an individual who, at the time of grant, owns Voting Securities possessing more than 10% of the total combined voting power of the Voting Securities.

 (b) “Award” means an award under the Plan. 

(c) “Award Agreement” means the document that evidences the terms and conditions of an Award. Such document shall
be referred to as an agreement regardless of whether a Participant’s signature is required. 
 (d)
“Board” means the Board of Directors of the Company. 
 (e) If the Participant is subject to an
employment agreement (or other similar agreement) with the Company or a Subsidiary that provides a definition of termination for “cause” (or the like), then, for purposes of the Plan, the term “Cause” has the meaning set
forth in such agreement; and in the absence of such a definition, “Cause” means (i) a good faith finding by the Committee of the Participant’s failure to satisfactorily perform the Participant’s assigned duties for
the Company as a result of the Participant’s material dishonesty, gross negligence or intentional misconduct (including intentionally violating any law, rule or regulation or any policy or guideline of the Company); (ii) the
Participant’s conviction of, or the entry of a pleading of guilty or nolo contendere by the Participant to, any crime involving moral turpitude or any felony; or (iii) a material breach of any employment or employee agreement or
material policy by the Participant not cured to the reasonable satisfaction of the Committee within 30 days after written notice to the Participant by the Committee. 

  
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 Further, the Participant shall be deemed to have terminated for Cause if, after the
Participant’s Termination of Service, facts and circumstances arising during the course of the Participant’s employment with the Company are discovered that would have constituted a termination for Cause. 

Further, all rights a Participant has or may have under the Plan shall be suspended automatically during the pendency of any
investigation by the Board or its designee or during any negotiations between the Board or its designee and the Participant regarding any actual or alleged act or omission by the Participant of the type described in the applicable definition of
“Cause.” 
 (f) “Change in Control” has the meaning ascribed to it in Section 4.2.

 (g) “Code” means the Internal Revenue Code of 1986. 

(h) “Committee” means the Committee acting under Article 5, and in the event a Committee is not currently
appointed, the Board. 
 (i) “Company” means Quality Distribution, Inc., a Florida corporation.

 (j) “Disability” means the Participant 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 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 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 or health plan covering the Company’s or a
Subsidiary’s employees. 
 (k) “Effective Date” has the meaning ascribed to it in
Section 1.1. 
 (l) “Exchange Act” means the Securities Exchange Act of 1934. 

(m) “Fair Market Value” means, as of any date, the officially-quoted closing selling price of the Shares on such
date on the principal national securities exchange on which Shares are listed or admitted to trading or, if there have been no sales with respect to Shares on such date, or if the Shares are not so listed or admitted to trading, the Fair Market
Value shall be the value established by the Committee in good faith and, to the extent required, in accordance with Code Sections 422 and 409A. 
 (n) If the Participant is subject to an employment agreement (or other similar agreement) with the Company or a Subsidiary that provides a definition of termination for “good reason” (or
the like), then, for purposes of the Plan, the term “Good Reason” has the meaning set forth in such agreement; and in the absence of such a definition, “Good Reason” means the occurrence of any one of the following
events, unless the Participant agrees in writing that such event shall not constitute Good Reason: 
 (i) A material, adverse
change in the nature, scope or status of the Participant’s position, authorities or duties from those in effect immediately prior to the applicable Change in Control; 

  
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 (ii) A material reduction in the Participant’s aggregate compensation or benefits in
effect immediately prior to the applicable Change in Control; or 
 (iii) Relocation of the Participant’s primary place of
employment of more than 50 miles from the Participant’s primary place of employment immediately prior to the applicable Change in Control, or a requirement that the Participant engage in travel that is materially greater than prior to the
applicable Change in Control. 
 Notwithstanding any provision of this definition to the contrary, prior to the
Participant’s Termination of Service for Good Reason, the Participant must give the Company written notice of the existence of any condition set forth in clause (i) – (iii) immediately above within 90 days of its initial existence and
the Company shall have 30 days from the date of such notice in which to cure the condition giving rise to Good Reason, if curable. If, during such 30-day period, the Company cures the condition giving rise to Good Reason, the condition shall not
constitute Good Reason. Further notwithstanding any provision of this definition to the contrary, in order to constitute a termination for Good Reason, such termination must occur within 12 months of the initial existence of the applicable
condition. 
 (o) “Form S-8” means a Registration Statement on Form S-8 promulgated by the U.S.
Securities and Exchange Commission or any successor form thereto. 
 (p) “ISO” means a stock option that
is intended to satisfy the requirements applicable to an “incentive stock option” described in Code Section 422(b). 
 (q) “Participant” has the meaning ascribed to it in Section 1.2. 
 (r) “Performance-Based Compensation” has the meaning ascribed to it in Code Section 162(m). 
 (s) “Plan” means the Quality Distribution, Inc. 2012 Equity Incentive Plan. 
 (t) “Policy” has the meaning ascribed to it in Section 7.16. 
 (u) “Prior Plans” means the Quality Distribution, Inc. 2003 Restricted Stock Incentive Plan and the Quality Distribution, Inc. 2003 Stock Option Plan. 

(v) “SAR” has the meaning ascribed to it in Section 2.1(b). 

(w) “Securities Act” means the Securities Act of 1933. 

(x) “Share” means a share of Stock. 
 (y) “Shareholders” means the shareholders of the Company. 

  
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 (z) “Stock” means the common stock of the Company, no par value per
share. 
 (aa) “Subsidiary” means any corporation or other entity that would be a “subsidiary
corporation” as defined in Code Section 424(f) with respect to the Company. 
 (bb) “Termination of
Service” means the first day occurring on or after a grant date on which the Participant ceases to be an employee and director of, and service provider to, the Company and each Subsidiary, regardless of the reason for such cessation,
subject to the following: 
 (i) The Participant’s cessation as an employee or service provider shall not be deemed to
occur by reason of the Participant’s being on a leave of absence from the Company or a Subsidiary approved by the Company or Subsidiary otherwise receiving the Participant’s services. 

(ii) If, as a result of a sale or other transaction, the Subsidiary for whom the Participant is employed (or to whom the Participant is
providing services) ceases to be a Subsidiary, and the Participant is not, following the transaction, an employee or director of, or service provider to, the Company or an entity that is then a Subsidiary, then the occurrence of such transaction
shall be treated as the Participant’s Termination of Service caused by the Participant being discharged by the entity for whom the Participant is employed or to whom the Participant is providing services. 

(iii) A service provider, other than an employee or director, whose services to the Company or a Subsidiary are governed by a written
agreement with such service provider shall cease to be a service provider at the time the provision of service under such written agreement ends (without renewal); and such a service provider whose services to the Company or a Subsidiary are not
governed by a written agreement with the service provider shall cease to be a service provider on the date that is 90 days after the date the service provider last provides services requested by the Company or a Subsidiary. 

(iv) Notwithstanding the foregoing, in the event that any Award constitutes deferred compensation, the term Termination of Service shall
be interpreted by the Committee in a manner consistent with the definition of “separation from service” as defined under Code Section 409A. 
 (cc) “Voting Securities” means any securities that ordinarily possess the power to vote in the election of directors without the happening of any precondition or contingency.

 Section 8.2 In the Plan, unless otherwise stated, the following uses apply: 

(a) actions permitted under the Plan may be taken at any time in the actor’s reasonable discretion; 

(b) references to a statute shall refer to the statute and any amendments and any successor statutes, and to all regulations
promulgated under or implementing the statute, as amended, or its successors, as in effect at the relevant time; 

  
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 (c) in computing periods from a specified date to a later specified date, the words
“from” and “commencing on” (and the like) mean “from and including,” and the words “to,” “until” and “ending on” (and the like) mean “to, but excluding”; 

(d) references to a governmental or quasi-governmental agency, authority or instrumentality shall also refer to a regulatory body
that succeeds to the functions of the agency, authority or instrumentality; 
 (e) indications of time of day shall be
based upon the time applicable to the location of the principal headquarters of the Company; 
 (f) the words
“include,” “includes” and “including” mean “include, without limitation,” “includes, without limitation” and “including, without limitation,” respectively; 

(g) all references to articles and sections are to articles and sections in the Plan; 

(h) all words used shall be construed to be of such gender or number as the circumstances and context require; 

(i) the captions and headings of articles and sections appearing in the Plan have been inserted solely for convenience of
reference and shall not be considered a part of the Plan, nor shall any of them affect the meaning or interpretation of the Plan or any of its provisions; 
 (j) any reference to an agreement, plan, policy, document or set of documents, and the rights and obligations of the parties under any such agreement, plan, policy, document or set of documents,
shall mean such agreement, plan, policy, document or set of documents as amended from time to time, and any and all modifications, extensions, renewals, substitutions or replacements thereof; and 

(k) all accounting terms not specifically defined in the Plan shall be construed in accordance with GAAP. 

  
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