Exhibit 10.20








Exhibit 10.20




ROADRUNNER TRANSPORTATION SYSTEMS, INC.




RESTRICTED STOCK UNIT AGREEMENT



THIS ROADRUNNER TRANSPORTATION SYSTEMS, INC. RESTRICTED STOCK UNIT AGREEMENT (the
“Agreement”), dated as of the       day of _____, 20_____, is by and between
Roadrunner Transportation Systems, Inc., a Delaware corporation (the “Company”) and
_____ (the “Recipient”).



The Committee has determined that it is in the best interests of the Company to recognize the
Recipient’s performance and to provide incentive to the Recipient to remain with the Company and
its Related Entities by making this grant of Restricted Stock Units (or fraction thereof), as
defined below, in accordance with the terms of this Agreement.



The Restricted Stock Units (or fraction thereof) are granted pursuant to the Company’s 2010
Incentive Compensation Plan as the same may be amended and/or restated from time to time (the
“Plan”), which is incorporated herein for all purposes. The Recipient hereby acknowledges
receipt of a copy of the Plan and agrees to be bound by all the terms and conditions hereof and
thereof.



1. Definitions. All capitalized terms used herein but not expressly defined shall
have the meaning ascribed to them in the Plan.



2. Award of Restricted Stock Units. The Committee hereby grants, as of _____,
20_____ (the “Date of Grant”), for the benefit of the
Recipient, _____ restricted Stock
Units (referred to as the “Restricted Stock Units”). The Restricted Stock Units being
issued under this Agreement shall be subject to all provisions and restrictions set forth in this
Agreement and the Plan.



3. Vesting.



(a) Vesting Schedule. Except as otherwise provided in Sections 3(b) and
4 hereof, the Restricted Stock Units shall vest and become “Vested Units” in the following
amounts and at the following times (the “Vesting Date(s)”), provided that the Continuous
Service of the Recipient with the Company and its Related Entities continues through and on the
applicable Vesting Date:



	 	 	 
	Percentage of Restricted Stock Units	 	Vesting Date
	25%
	 	First Anniversary of Date of Grant
	25%
	 	Second Anniversary of Date of Grant
	25%
	 	Third Anniversary of Date of Grant
	25%
	 	Fourth Anniversary of Date of Grant






Except as otherwise specifically provided herein, there shall be no proportionate or partial
vesting in the periods prior to each Vesting Date, and all vesting shall occur only on the
appropriate Vesting Date. Except as specified in this Agreement, upon the termination of the
Recipient’s Continuous Service with the Company and its Related Entities, any Restricted Stock
Units that are not Vested Units shall be forfeited as provided in Section 4 below.




 


 









 





(b) Acceleration Events. Notwithstanding any other provisions of this Agreement, the
following shall apply:


(i) in the event of a Change in Control, all Restricted Stock Units that are not Vested Units
subject to this Agreement shall immediately vest and become Vested Units as of the date of the
Change in Control (the “Accelerated Units”);



(ii) in the event that the Recipient’s Continuous Service is terminated either on account of
the Recipient’s death or Disability, that percentage of the Restricted Stock Units subject to this
Agreement that would have vested in the calendar year of the termination of the Recipient’s
Continuous Service but for such termination, in accordance with Section 3(a) hereof, shall
immediately vest and become Vested Units as of the date of the termination of the Recipient’s
Continuous Service;



(iii) the Board or the Committee shall be authorized, in its sole discretion, based upon its
review and evaluation of the performance of the Recipient and of the Company and its Related
Entities, to accelerate the vesting of any Restricted Stock Units under this Agreement, at such
times and upon such terms and conditions as the Board or the Committee shall deem advisable, and
which determination shall be made on an individual by individual basis and need not be uniform
among all Recipients under the Plan.



4. Terms and Conditions. This award of Restricted Stock Units is subject to the
following terms and conditions:



(a) Payment for Restricted Stock Units; Forfeiture of Unvested Units. The Recipient
shall be entitled to receive one share of Common Stock for the portion of the Restricted Stock Unit
awarded hereunder that becomes a Vested Unit pursuant to Section 3 hereof, free and clear
of the restrictions set forth in this Agreement, except for any restrictions necessary to comply
with federal and state securities laws. The Company shall reflect the Recipient’s ownership of
such shares on its stock records as of the date on which the portion of the Restricted Stock Units
to which the distribution relates becomes Vested Units. If the Recipient’s Continuous Service with
the Company or a Related Entity is terminated for any reason, then any Restricted Stock Units that
are not Vested Units, and that do not become Vested Units pursuant to Section 3 hereof as a
result of such termination, shall be forfeited immediately upon such termination of Continuous
Service and revert back to the Company without any payment to the holder thereof. The Board or the
Committee shall have the power and authority to enforce on behalf of the Company any rights of the
Company under this Agreement in the event of the forfeiture of Restricted Stock Units pursuant to
this Section 3.



(b) Transferability. The Restricted Stock Units are not transferable, otherwise than
by will or the laws of descent and distribution, and the terms of this Agreement shall be binding
upon the executors, administrators, heirs, and successors of the Recipient. Any attempt to effect
a Transfer of any Restricted Stock Units shall be void ab initio. For purposes of this Agreement,
“Transfer” means any sale, transfer, encumbrance, gift, donation, assignment, pledge,
hypothecation, or other disposition, whether similar or dissimilar to those previously enumerated,
whether voluntary or involuntary, and including, but not limited to, any disposition by operation
of law, by court order, by judicial process, or by foreclosure, levy or attachment.



(c) Hypothetical Nature of Restricted Stock Units. The Restricted Stock Units awarded
herein do not represent an equity security of the Company and do not carry any voting or dividend
rights.



 


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(d) Tax Withholding.



(i) The Recipient shall pay to the Company, or make arrangements satisfactory to the
Committee for payment of, any federal, state or local taxes of any kind required by law to be
withheld with respect to the grant of Restricted Stock Units (including without limitation the
vesting thereof) or other distributions made by the Company to the Recipient with respect to the
Restricted Stock Units as and when the Company determines those amounts to be due, and the Company
shall, to the extent permitted by law, have the right to deduct from any payment of any kind
otherwise due to Recipient any federal, state, or local taxes of any kind required by law to be
withheld with respect to the Restricted Stock Units or other distributions made by the Company to
the Recipient with respect to any Restricted Stock Units.



(ii) The Recipient may elect, by notice to the Committee, to satisfy his or her minimum
withholding tax obligation with respect to the granting or vesting of the Restricted Stock Units by
the Company’s withholding a portion of the shares of Common Stock otherwise deliverable to the
Recipient, such shares being valued at their Fair Market Value as of the date on which the taxable
event that gives rise to the withholding requirement occurs, or by the Recipient’s delivery to the
Company of a portion of the shares previously delivered by the Company, such shares being valued at
their Fair Market Value as of the date of delivery of such shares by the Recipient to the Company.



6. Amendment, Modification and Assignment. No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is agreed to in
writing signed by the Recipient and the Board or the Committee. No waiver by either party of any
breach by the other party hereto of any condition or provision of this Agreement shall be deemed a
waiver of any other conditions or provisions of this Agreement. No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter hereof have been made by
either party which are not set forth expressly in this Agreement. Unless otherwise consented to by
the Board or the Committee, this Agreement shall not be assigned by the Recipient in whole or in
part. The rights and obligations created hereunder shall be binding on the Recipient and his heirs
and legal representatives and on the successors and assigns of the Company.



7. Change in Capital Structure.



(a) Subject to any required action by the shareholders of the Company, the number of
Restricted Stock Units covered by this award shall be proportionately adjusted and the terms of the
restrictions on such Restricted Stock Units shall be adjusted as the Committee shall determine to
be equitably required for any increase or decrease in the number of issued and outstanding shares
of Common Stock of the Company resulting from any stock dividend (but only on the Common Stock),
stock split, subdivision, combination, reclassification, recapitalization or general issuance to
the holders of Common Stock of rights to purchase Common Stock at substantially below fair market
value or any change in the number of such shares outstanding effected without receipt of cash or
property or labor or services by the Company or for any spin-off, spin-out, split-up, split-off or
other distribution of assets to shareholders.



(b) The award of Restricted Stock Units pursuant to the Plan shall not affect in any way the
right or power of the Company to make adjustments, reclassifications, reorganizations or changes of
its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell,
or transfer all or any part of its business or assets.



8. Miscellaneous.



(a) No Right to Continuous Service. The grant of the Restricted Stock Units shall not
be construed as giving the Recipient the right to Continuous Service with the Company and its
Related Entities.


 


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(b) No Limit on Other Compensation Arrangements. Nothing contained in this Agreement
shall preclude the Company from adopting or continuing in effect other or additional compensation
arrangements, and such arrangements may be either generally applicable or applicable only in
specific cases.



(c) Severability. If any provision of this Agreement is or becomes or is deemed to be
invalid, illegal or unenforceable in any jurisdiction or would disqualify this Agreement or this
award under any applicable law, such provision shall be construed or deemed amended to conform to
applicable law (or if such provision cannot be so construed or deemed amended without materially
altering the purpose or intent of this Agreement and the grant hereunder, such provision shall be
stricken as to such jurisdiction and the remainder of this Agreement and the award shall remain in
full force and effect).



(d) No Trust or Fund Created. Neither this Agreement nor the grant made pursuant to
this Agreement shall create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company and the Recipient or any other person. To the extent
that the Recipient or any other person acquires a right to receive payments from the Company
pursuant to this Agreement, such right shall be no greater than the right of any unsecured general
creditor of the Company.



(e) Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without regard to its principles of conflict of laws. The
parties agree that any action, suit or proceeding arising out of or related to this Agreement or
the relationship of the Recipient and the Company, shall be instituted only in the state or federal
courts located in Milwaukee County in the State of Wisconsin, and each party waives any objection
which such party may now or hereafter have to such venue or jurisdictional court in any action,
suit, or proceeding. Any and all services of process and any other notice in any such action, suit
or proceeding shall be effective against any party if given by mail (registered or certified where
possible, return receipt requested), postage prepaid, mailed to such party at the address set forth
herein.



(f) Interpretation. The Recipient accepts the Restricted Stock Units subject to all
the terms and provisions of this Agreement and the terms and conditions of the Plan. The
undersigned Recipient hereby accepts as binding, conclusive and final all decisions or
interpretations of the Board or the Committee upon any questions arising under this Agreement.



(g) Headings. Headings are given to the Paragraphs and Subparagraphs of this
Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in
any way material or relevant to the construction or interpretation of this Agreement or any
provision thereof.



(h) Counterparts. This Agreement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto and hereto were upon
the same instrument. The facsimile or email transmission of a signed signature page, by any party
to the other(s), shall constitute valid execution and acceptance of this Agreement by the
signing/transmitting party.



9. Complete Agreement. Except as otherwise provided for herein, this Agreement and
those agreements and documents expressly referred to herein embody the complete agreement and
understanding among the parties and supersede and preempt any prior understandings, agreements or
representations by or among the parties, written or oral, which may have related to the subject
matter hereof in any way.


 


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10. Notices. Any notice under this Agreement shall be in writing and shall be deemed
to have been duly given when delivered personally or when deposited in the United States mail,
registered, postage prepaid, and addressed, in the case of the Company, to the Company’s President
at 4900 S. Pennsylvania Avenue, Cudahy, Wisconsin 53110, or if the Company should move its
principal office, to such principal office, and, in the case of the Recipient, to the Recipient’s
last permanent address as shown on the Company’s records, subject to the right of either party to
designate some other address at any time hereafter in a notice satisfying the requirements of this
Section 10.



11. Section 409A.



(a) General. It is the intention of both the Company and the Recipient that the
benefits and rights to which the Recipient could be entitled pursuant to this Agreement fall within
an exception to Section 409A of the Code (including without limitation, the short term deferral
rule set forth in the Section 1.409A-1(b)(4) of the treasury regulations promulgated under Section
409A), and the provisions of this Agreement shall be construed in a manner consistent with that
intention. If the Recipient or the Company believes, at any time, that any such benefit or right
no longer falls within an exception to Section 409A of the Code, it shall promptly advise the other
and shall negotiate reasonably and in good faith to amend the terms of such benefits and rights
such that they comply with, and/or fall within an exception to, Section 409A (with the most limited
possible economic effect on the Recipient and on the Company).



(b) No Representations as to Section 409A Compliance. Notwithstanding the foregoing,
the Company does not make any representation to the Recipient that the Restricted Stock Units
awarded pursuant to this Agreement are exempt from the requirements of Section 409A, and the
Company shall have no liability or other obligation to indemnify or hold harmless the Recipient or
any Beneficiary for any tax, additional tax, interest or penalties that the Recipient or any
Beneficiary may incur in the event that any provision of this Agreement, or any amendment or
modification thereof or any other action taken with respect thereto is deemed to violate any of the
requirements of Section 409A.



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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written
above.



	 	 	 	 	 
	 	ROADRUNNER TRANSPORTATION SYSTEMS, INC., a
Delaware corporation

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



Agreed and Accepted:




	 	 	 	 	 
	RECIPIENT:

 	 	 
	By:  	 	 	 
	 	[                    ] 	 	 
	 	 	 	 


 


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Exhibit 10.20




SCHEDULE TO

FORM OF RESTRICTED STOCK UNIT AGREEMENT




The form of Restricted Stock Unit Agreement was entered into with the following persons:



	 	 	 	 	 
	 	 	 	 	Effective Date of
	Name	 	Title	 	Agreement
	Mark A. DiBlasi

	 	President, Chief Executive Officer,
and Director
	 	March 1, 2011
	Peter R. Armbruster

	 	Vice President — Finance, Chief
Financial Officer, Treasurer, and
Secretary
	 	March 1, 2011
	Scott L. Dobak

	 	Vice President — Sales and Marketing
	 	March 1, 2011
	Brian J. van Helden

	 	Vice President — Operations
	 	March 1, 2011
	Christopher Doerr

	 	Director
	 	March 1, 2011
	James D. Staley

	 	Director
	 	March 1, 2011
	William S. Urkiel

	 	Director
	 	March 1, 2011
	Chad M. Utrup

	 	Director
	 	March 1, 2011
	James L. Welch

	 	Director
	 	March 1, 2011