Exhibit 10.18



 Exhibit 10.18 
 RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2011 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of [•] (the “Grant Date”), between XPO Logistics, Inc., a
Delaware corporation (the “Company”), and [•]. 
 This Restricted Stock Unit Award Agreement (this
“Award Agreement”) sets forth the terms and conditions of an award of [•] restricted stock units (this “Award”) that are subject to the terms and conditions specified herein (each such restricted stock unit, an
“RSU”) and that are granted to you under the XPO Logistics, Inc. 2011 Omnibus Incentive Compensation Plan (the “Plan”). This Award constitutes an unfunded and unsecured promise of the Company to deliver (or cause to
be delivered) to you, subject to the terms of this Award Agreement, shares of the Company’s Common Stock, $0.001 par value (each, a “Share”), or cash, as set forth in Section 3 of this Award Agreement. 

THIS AWARD IS SUBJECT TO ALL TERMS AND CONDITIONS OF THE PLAN AND THIS AWARD AGREEMENT, INCLUDING THE DISPUTE RESOLUTION PROVISIONS SET
FORTH IN SECTION 10 OF THIS AWARD AGREEMENT. BY SIGNING YOUR NAME BELOW, YOU SHALL HAVE CONFIRMED YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AWARD AGREEMENT. 
 SECTION 1. The Plan. This Award is made pursuant to the Plan, all the terms of which are hereby incorporated in this Award Agreement. In the event of any conflict between the terms of the Plan and
the terms of this Award Agreement, the terms of the Plan shall govern. 
 SECTION 2. Definitions. Capitalized terms used
in this Award Agreement that are not defined in this Award Agreement have the meanings as used or defined in the Plan. As used in this Award Agreement, the following terms have the meanings set forth below: 

“Business Day” means a day that is not a Saturday, a Sunday or a day on which banking institutions are legally permitted
to be closed in the City of New York. 
 “Cause” means your (i) dereliction of duties or your negligence
or failure to perform your duties hereunder or willful refusal to follow any lawful directive of the Company; (ii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the
Company; (iii) breach of any term of this Award Agreement or any agreement between you and the Company, or breach of your duties to the Company; (iv) any willful act, or failure to act, in bad faith to the detriment of the Company;
(v) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests your cooperation; and (vi) conviction of,








 
or plea of nolo contendere to, a felony or any serious crime; provided that in cases where cure is possible, you shall first be provided a 15-day cure period. If, subsequent to your termination
of employment for any reason other than by the Company for Cause, it is determined in good faith by the CEO that your employment could have been terminated by the Company for Cause, your employment shall, at the election of the CEO, be deemed to
have been terminated for Cause retroactively to the date the events giving rise to Cause occurred. 
 “Section
409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other interpretive guidance promulgated thereunder, as in effect from time to time. 

“Settlement Date” means each date on which you become entitled to delivery of Shares or cash in settlement of the RSUs
subject to this Award Agreement, as provided in Section 3(a) or 3(b) of this Award Agreement. 
 SECTION 3. Vesting and
Settlement. (a) Regularly Scheduled Settlement. On each Settlement Date set forth below, you shall become entitled to delivery of Shares, cash or a combination thereof, as determined by the Company in its sole discretion, in
settlement of the number of RSUs that corresponds to such Settlement Date, as specified in the chart below, provided that you must be actively employed by the Company or any of its Subsidiaries on the relevant Settlement Date, except (A) as
otherwise determined by the Committee in its sole discretion or (B) as set forth in this Section 3. All unvested RSUs referenced in this Section 3 shall be forfeited upon the termination of your employment with the Company for any
reason. 
  

					
	 Scheduled Settlement Date
	  	Aggregate Percentage
Settled	 	Number of Restricted Stock
Units Vesting on Such Date
	 [•]
	  	[•]%	 	[•]
	 [•]
	  	[•]%	 	[•]
	 [•]
	  	[•]%	 	[•]
	 [•]
	  	[•]%	 	[•]
	 [•]
	  	[•]%	 	[•]

 (b) Settlement of RSU Award. Subject to Sections 3(a), 3(c) and 7 of this Award Agreement, on each
Settlement Date, the Company shall deliver to you or your legal representative either (i) one Share or (ii) a cash payment equal to the Fair Market Value determined as of the relevant Settlement Date of one Share, in each case, for each
RSU that is scheduled to be settled on such date in accordance with the terms of this Award Agreement; provided that, the Company shall have sole discretion to determine whether to settle such RSUs in Shares, cash or a combination thereof.


  
 E-2









 (c) Change of Control. In the event of a Change of Control, all outstanding RSUs
shall accelerate vesting as of immediately prior to such Change of Control, in which case, all outstanding RSUs shall be settled not later than the tenth (10th) day following the date of such Change of Control. [In addition, all outstanding
RSUs shall accelerate vesting in accordance with the terms of Section 3(d) of your Employment Agreement in the event your employment is terminated without Cause prior to a Change of Control and such termination of employment is in anticipation
of the Change of Control and such Change of Control actually occurs not later than six months following the date on which such termination occurs.]1 
 SECTION 4. Forfeiture of RSUs. Notwithstanding the foregoing, unless the Committee determines otherwise, and except as otherwise provided in Section 3 of this Award Agreement, if the
Settlement Date with respect to any RSUs awarded to you pursuant to this Award Agreement has not occurred prior to the earliest to occur of (a) date on which your employment with the Company or any of its Subsidiaries terminates, (b) the
date on which you breach any restrictive covenant (which, for the avoidance of doubt, includes any non-compete, non-solicit, non-disparagement or confidentiality provisions) contained in any arrangements with the Company to which you are subject and
(c) the date on which you engage in fraud or willful misconduct that contributes materially to any financial restatement or material loss to the Company or any of its Subsidiaries, your rights with respect to such RSUs shall immediately
terminate, and you shall be entitled to no further payments or benefits with respect thereto. Furthermore, in the event that the Company terminates your employment for Cause or you engage in conduct described in clause (b) or (c), the Company,
at any time up to six months after such termination or learning of such conduct, as applicable, may terminate or cancel the RSUs, including any vested amounts thereof, and require you to forfeit or remit to the Company any amount payable, or the
after-tax net amount paid or received by you, in respect of any RSUs; provided, however, that, in cases where cure is possible, you shall first be provided a 15-day cure period to cease, and to cure, such conduct. 

SECTION 5. No Rights as a Stockholder. You shall not have any rights or privileges of a stockholder with respect to the RSUs
subject to this Award Agreement unless and until certificates representing Shares are actually issued and delivered to you or your legal representative in settlement of this Award. 

SECTION 6. Non-Transferability of RSUs. Unless otherwise provided by the Committee in its discretion, RSUs may not be sold,
assigned, alienated, transferred, pledged, attached or otherwise encumbered except as provided in Section 9(a) of the Plan. Any purported sale, assignment, alienation, transfer, pledge, attachment or other encumbrance of RSUs in violation of
the provisions of this Section 6 and Section 9(a) of the Plan shall be void. 
  

	1 	Note to Draft: This language only included in award agreements for employees who have anticipatory Change of Control rights in employment agreement.



  
 E-3









 SECTION 7. Withholding, Consents and Legends. (a) Withholding. The
delivery of Shares or cash pursuant to Section 3(b) or 3(c) of this Award Agreement, as the case may be, is conditioned on satisfaction of any applicable withholding taxes in accordance with this Section 7(a) and Section 9(d) of the
Plan. No later than the date as of which an amount first becomes includible in your gross income for Federal, state, local or foreign income tax purposes with respect to any RSUs, you shall pay to the Company, or make arrangements satisfactory to
the Company regarding the payment of, any Federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld with respect to such amount. In the event that there is withholding tax liability in connection
with the settlement of the RSUs, you may satisfy, in whole or in part, any withholding tax liability by having the Company withhold from the number of Shares or cash you would be entitled to receive upon settlement of the RSUs, an amount in cash or
a number of Shares having a Fair Market Value (which shall either have the meaning set forth in the Plan or shall have such other meaning as determined by the Company in accordance with applicable withholding requirements) equal to such withholding
tax liability. 
 (b) Consents. Your rights in respect of the RSUs are conditioned on the receipt to the full
satisfaction of the Committee of any required consents that the Committee may determine to be necessary or advisable (including your consenting to the Company’s supplying to any third-party recordkeeper of the Plan such personal information as
the Committee deems advisable to administer the Plan). 
 (c) Legends. The Company may affix to certificates for Shares
issued pursuant to this Award Agreement any legend that the Committee determines to be necessary or advisable (including to reflect any restrictions to which you may be subject under any applicable securities laws). The Company may advise the
transfer agent to place a stop order against any legended Shares. 
 SECTION 8. Successors and Assigns of the Company.
The terms and conditions of this Award Agreement shall be binding upon and shall inure to the benefit of the Company and its successors and assigns. 
 SECTION 9. Committee Discretion. The Committee shall have full and plenary discretion with respect to any actions to be taken or determinations to be made in connection with this Award Agreement,
and its determinations shall be final, binding and conclusive. 
 SECTION 10. Dispute Resolution.
(a) Jurisdiction and Venue. You and the Company irrevocably submit to the exclusive jurisdiction of (i) the United States District Court for the Southern District of New York and (ii) the courts of the State of New York for the
purposes of any suit, action or other proceeding arising out of this Award Agreement or the Plan. You and the Company agree to commence any such action, suit or proceeding either in the United States District Court for the Southern


  
 E-4









 
District of New York or, if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the courts of the State of New York. You and the Company further
agree that service of any process, summons, notice or document by U.S. registered mail to the other party’s address set forth below shall be effective service of process for any action, suit or proceeding in New York with respect to any matters
to which you have submitted to jurisdiction in this Section 10(a). You and the Company irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Award Agreement or the Plan
in (A) the United States District Court for the Southern District of New York or (B) the courts of the State of New York, and hereby and thereby further irrevocably and unconditionally waive and agree not to plead or claim in any such
court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. 
 (b)
Waiver of Jury Trial. You and the Company hereby waive, to the fullest extent permitted by applicable law, any right either of you may have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in
connection with this Award Agreement or the Plan. 
 (c) Confidentiality. You hereby agree to keep confidential the
existence of, and any information concerning, a dispute described in this Section 10, except that you may disclose information concerning such dispute to the court that is considering such dispute or to your legal counsel (provided that such
counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute). 

SECTION 11. Notice. All notices, requests, demands and other communications required or permitted to be given under the terms of
this Award Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three Business Days after they have been mailed by U.S. certified or registered mail, return receipt requested,
postage prepaid, addressed to the other party as set forth below: 
  

			
	 If to the Company:
	  	 XPO Logistics, Inc.
 429 Post Road
 Buchanan, MI 49107

Attention: General Counsel

		
	 If to you:
	  	 To your address as most recently supplied

to the Company and set forth in the
 Company’s records


 The parties may change the address to which notices under this Award Agreement shall be sent by providing written notice
to the other in the manner specified above. 

  
 E-5









 SECTION 12. Governing Law. This Award Agreement shall be deemed to be made in the
State of Delaware, and the validity, construction and effect of this Award Agreement in all respects shall be determined in accordance with the laws of the State of Delaware, without giving effect to the conflict of law principles thereof.

 SECTION 13. Headings and Construction. Headings are given to the Sections and subsections of this Award 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 Award Agreement or any provision thereof. Whenever the words “include”,
“includes” or “including” are used in this Award Agreement, they shall be deemed to be followed by the words “but not limited to”. The term “or” is not exclusive. 

SECTION 14. Amendment of this Award Agreement. The Committee may waive any conditions or rights under, amend any terms of, or
alter, suspend, discontinue, cancel or terminate this Award Agreement prospectively or retroactively; provided, however, that, except as set forth in Section 15(d) of this Award Agreement, any such waiver, amendment, alteration,
suspension, discontinuance, cancelation or termination that would materially and adversely impair your rights under this Award Agreement shall not to that extent be effective without your consent (it being understood, notwithstanding the foregoing
proviso, that this Award Agreement and the RSUs shall be subject to the provisions of Section 7(c) of the Plan). 
 SECTION
15. Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the
requirements for avoiding taxes or penalties under Section 409A. 
 (b) Neither you nor any of your creditors or
beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or
garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by
you to the Company or any of its Affiliates. 
 (c) If, at the time of your separation from service (within the meaning of
Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith
determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to
avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest, on the first business day after such six-month period. 

  
 E-6









 (d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the
uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under
Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties
under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties. 

SECTION 16. Counterparts. This Award Agreement may be signed in counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument. You and the Company hereby acknowledge and agree that signatures delivered by facsimile or electronic means (including by “pdf”) shall be deemed effective for
all purposes. 

  
 E-7









 IN WITNESS WHEREOF, the parties have duly executed this Award Agreement as of the date first
written above. 
  

					
	XPO LOGISTICS, INC.,
		
	         by

 
	 	 
		 	Name:	 	Bradley S. Jacobs
		 	Title:	 	 Chairman and Chief

Executive Officer

	
	 [EMPLOYEE],

		
		 	 



  
 E-8