Employment Agreement, Effective as of February 13, 2012



 Exhibit 10.4 
 EMPLOYMENT AGREEMENT 
 This Employment Agreement (this
“Agreement”) is entered into on January 9, 2012 with an Effective Date of February 13, 2012, unless earlier agreed to by the parties, by and among YRC Worldwide Inc., a Delaware corporation (together with its
successors and assigns, the “Company”) and Michelle A. Russell (“Executive”). 

WHEREAS, Executive and the Company wish to enter into an employment relationship on the terms and conditions set forth in this
Agreement. 
 WHEREAS, the Board of Directors of the Company (the “Board”) has authorized the Company to
enter into this Agreement; and 
 NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein
and for other good and valuable consideration, the validity and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 
 1. Term of Employment. The Company hereby agrees to employ Executive under this Agreement, and Executive hereby accepts such employment, for the Term of Employment. Except as provided in
this Section 1, the Term of Employment shall commence as of the Effective Date and shall end on December 31, 2015. The Term of Employment may be sooner terminated by either party in accordance with Section 6 of this Agreement.
For the avoidance of doubt, the sole remedies for early termination of the Term of Employment are as provided in Section 8. 
  

	2.	Position, Duties and Responsibilities. 

 (a) During the Term of Employment, Executive shall serve as the Executive Vice President and General Counsel of the Company and of such of its subsidiaries as the Board may request, reporting to the Chief
Executive Officer of the Company (“CEO”) and the Board, and shall perform such lawful duties as are specified from time to time by the CEO and/or the Board that are commensurate with her position as General Counsel. 

(b) During the Term of Employment, Executive shall perform Executive’s duties faithfully and to the best of Executive’s
abilities and shall devote all of Executive’s business time, on a full time basis, to the business and affairs of the Company and shall use Executive’s best efforts to advance the best interest of the Company and shall comply with all of
the written policies of the Company, including, without limitation, such written policies with respect to legal compliance, conflicts of interest, confidentiality, insider trading, code of conduct and business ethics as are from time to time in
effect (collectively, and as amended or modified from time to time by the Board in its discretion, the “Policies”). 
 (c) During the Term of Employment, Executive hereby agrees that Executive’s services will be rendered exclusively to the Company and Executive shall not directly or indirectly render services to, or
otherwise act in a business or professional capacity on behalf of or for the benefit of, any other Person (as defined below) as an employee, advisor, member of a board or similar governing body, sole proprietor, independent contractor, agent,
consultant, representative or otherwise, whether or not compensated, except as may otherwise be explicitly permitted by the Board in writing in accordance with the Policies following receipt of notice from Executive regarding any such matter. During
the Term 







 
of Employment, Executive further agrees that Executive shall not seek, solicit, or otherwise look for employment (whether as an employee, consultant or otherwise) with any other Person.
“Person” or “person”, as used in this Agreement, means any individual, partnership, Iimited partnership, corporation, limited liability company, trust, estate, cooperative, association, organization, proprietorship,
firm, joint venture, joint stock company, syndicate, company, committee, government or governmental subdivision or agency, or other entity, in each case, whether or not for profit. 

(d) Executive’s services hereunder shall be performed by Executive in the Company’s principal executive offices in Overland
Park, Kansas; provided, that, Executive may be required to travel for business purposes during the Term of Employment. 
 (e) Upon expiration of the Term of Employment or the termination of Executive’s employment for any reason, upon the request of the Board, Executive shall resign, in writing, from any positions
Executive then holds with the Company and its subsidiaries, including, if applicable, membership on the Board and/or other boards of the Company’s subsidiaries. 
 3. Base Salary. Commencing as of the Effective Date, the Company shall pay Executive an annualized Base Salary of four hundred twenty-five thousand U.S. dollars ($425,000) (“Base
Salary”), payable in accordance with the regular payroll practices applicable to senior executives of the Company. During the Term of Employment, the Board may increase (but not decrease) Executive’s Base Salary in its discretion.
Except as otherwise provided in this Agreement, Executive shall not be entitled to receive any additional consideration for service during the Term of Employment as a member of the Board and/or as an officer or employee of any subsidiary.

  

	4.	Incentive Compensation. 

 (a) Restricted Stock Award. Executive shall be granted a restricted stock award on the Effective Date (the “Grant Date”), equal to 0.2% of the outstanding common stock of the
Company, calculated on a fully-diluted basis, as of the Effective Date (the “Initial Award”). The Initial Award shall be subject in all respects to the terms of the applicable restricted stock award agreement evidencing the Initial
Award and the Company’s management incentive plan (the “Plan”); provided, that, the Initial Award shall provide in part that shares subject to the award shall vest according to the vesting schedule for the Initial
Award as set forth on Annex A hereto; provided, further, that, Executive is still then employed by the Company on each such date. In addition, subject to applicable legal and accounting restrictions, the Initial Award
will provide that Executive may elect to satisfy her minimum income tax withholding obligations by having the Company withhold a sufficient number of shares with a fair market value equal to such withholding obligation. Executive will have an
opportunity to review and provide input on the applicable restricted stock award agreement evidencing the Initial Award. This Section 4(a) shall survive expiration of the Agreement for so long as is necessary to give effect thereto, although
this survival clause shall not be construed as a guarantee of Executive’s employment for any particular period. 
 (b)
Performance Awards. Provided Executive is continuously employed the first day of the first calendar month following the end of the respective fiscal years, within ninety (90) days following the end of each of the first four completed
fiscal years which occur during the Term of Employment (which, for the avoidance of doubt, shall include fiscal year 2012 on a non-prorated basis), Executive shall be granted a restricted award of common stock up to 0.15% of the outstanding common
stock of the Company, calculated on a fully-diluted basis, if one or more pre-established performance goals for 

  
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such completed fiscal year established by the Compensation Committee of the Board (the “Committee”), after consultation with Executive, have been achieved, as determined by the
Committee (each, a “Performance Award”). A Performance Award shall be 50% vested upon the date of grant and 50% vested on the first anniversary of the date of grant; provided, that, Executive has not been terminated
pursuant to Section 6(c) or Section 6(e)(i) and is otherwise still then employed by the Company on such anniversary or such grant date, as applicable. In addition, subject to applicable legal and accounting restrictions, the Performance
Award will provide that Executive may elect to satisfy Executive’s minimum income tax withholding obligations by having the Company withhold a sufficient number of shares with a fair market value equal to such withholding obligation. This
Section 4(b) shall survive expiration of the Agreement for so long as is necessary to give effect thereto, although this survival clause shall not be construed as a guarantee of Executive’s employment for any particular period. The
scheduled vesting of the Initial Award and the Performance Award(s) are set forth on Annex A hereto. 
 (c)
Claw-Back. If, pursuant to Section 10D of the Securities Exchange Act of 1934, as amended (the “Act”), the Company would not be eligible for continued listing, if applicable, under Section 10D(a) of the Act if it did not
adopt policies consistent with Section 10D(b) of the Act, then, in accordance with those policies that are so required, any incentive-based compensation payable to Executive under this Agreement or otherwise shall be subject to claw-back in the
circumstances, to the extent, and in the manner, required by Section 10D(b)(2) of the Act, as interpreted by rules of the Securities Exchange Commission. 
 (d) Cash Bonus Plan. The Company shall provide Executive a cash performance bonus (“Bonus”) based on Executive’s achievement of certain performance criteria
(“Performance Criteria”) for each fiscal year, provided, that, Bonus for fiscal year 2012 shall not exceed one hundred thousand U.S. dollars ($100,000). 

(e) Relocation Bonus. On the Effective Date, Executive shall be paid one hundred thousand U.S. dollars ($100,000). 

(f) Excess Compensation Limit. Notwithstanding anything herein to the contrary, any taxable compensation, including, without
limitation, Base Salary, Bonuses, taxable fringe benefits and perquisites, payable by the Company to Executive shall in no event exceed one million U.S. dollars ($1,000,000) (as adjusted) in any calendar year commencing prior to January 1, 2013
so as to result in any accelerated pension contributions or other additional pension expense payable by the Company pursuant to the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010 or other similar law.

  

	5.	Other Benefits. 


(a) Employee Benefits. During the Term of Employment, Executive shall be entitled to participate in such employee benefit plans and
insurance programs made available generally to senior executives of the Company, or which it may adopt from time to time, for its employees, in accordance with the eligibility requirements for participation therein. 

(b) Vacations. During the Term of Employment, Executive shall be entitled to four (4) weeks paid vacation per year to be
accrued and taken in accordance with the normal vacation policies of the Company. Accrued but unused vacation shall be paid following Executive’s termination of employment in accordance with the Company’s normal vacation policy in effect
from time to time. 

  
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 (c) Reimbursement of Business and Other Expenses. Executive is authorized to incur
reasonable expenses in carrying out Executive’s duties and responsibilities under this Agreement, and the Company shall promptly reimburse Executive for all such expenses, subject to documentation and subject to the expense reimbursement
policies of the Company during the Term of Employment. 
 (d) Relocation Assistance. Executive shall be entitled to
relocation benefits commensurate with the Executive’s position, in accordance with the Company’s relocation program in effect from time to time and notwithstanding any limitation of the foregoing, to include reasonable realtor fees and
reasonable moving expenses from Wichita, Kansas to the Kansas City metropolitan area. 
 (e) Automobile Allowance.
Company shall provide Executive an automobile allowance of one thousand U.S. dollars ($1,000) per month during the Term of Employment. 
 6.
Termination of Employment. Executive’s employment hereunder may be terminated during the Term of Employment under the following circumstances: 
 (a) Death. Executive’s employment hereunder shall terminate upon Executive’s death. 
 (b) Disability. The Company shall have the right to terminate Executive’s employment hereunder for Disability (as defined below). For purposes of this Agreement, “Disability”
shall mean Executive’s inability to perform her duties hereunder on a full-time basis for a period of ninety days during any three hundred sixty-five (365) day period, as a result of physical or mental incapacity as determined by a medical
doctor reasonably selected in good faith by the Board. 
 (c) For Cause. The Company shall have the right to terminate
Executive’s employment for Cause (as defined in this Section 6(c)). Upon the reasonable belief by the Board that Executive has committed an act (or failure to act) which constitutes Cause, the Company may immediately suspend Executive from
Executive’s duties herein and bar Executive from Company premises during the Board’s investigation of such acts (or failures to act) and any such suspension shall not be deemed to be a breach of this Agreement by the Company and/or
otherwise provide Executive a right to terminate Executive’s employment for Good Reason (as defined in Section 6(e)) (the “Investigation Period”). If Executive is ultimately terminated for Cause following the Investigation
Period, which shall not exceed one-hundred eighty (180) days, then Executive’s employment shall be deemed to have been terminated as of the first day of such Investigation Period for all purposes under this Agreement (other than with
respect to the payment of Base Salary, participation and vesting in the Company’s qualified defined contribution plan, and the provision of welfare (i.e., health, dental, life insurance, and vacation) benefits during the Investigation Period).
For purposes of this Agreement, “Cause” shall mean (i) Executive’s commission or guilty plea or plea of no contest to a felony (or its equivalent under applicable law) or a misdemeanor that involves moral turpitude,
(ii) conduct by Executive that constitutes fraud or embezzlement or any acts of dishonesty in relation to Executive’s duties with the Company, (iii) Executive having engaged in negligence, bad faith or misconduct which causes either
material reputational or material economic harm to the Company or its affiliates, (iv) Executive’s continued refusal to substantially perform Executive’s essential duties hereunder, which refusal is not remedied within ten
(10) days after written notice from the Board (which notice specifies in reasonable detail the grounds constituting Cause under this subclause), or (v) Executive’s breach of Executive’s obligations


  
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under this Agreement or the Policies maintained by the Company, which is not cured, if curable, within ten (10) days after the Company notifies Executive of such breach (which notice
specifies in reasonable detail the grounds constituting Cause under this subclause). For the avoidance of doubt, Cause shall not exist under subclause (v) of this Section 6(c) as a result of Executive’s poor performance of
Executive’s duties. 
 (d) Without Cause. The Company shall have the right to terminate Executive’s employment
hereunder without Cause at any time by providing Executive with a Notice of Termination. 
 (e) By Executive. Executive
shall have the right to terminate her employment hereunder without Good Reason (as defined in Section 6(c)) by providing the Company with a Notice of Termination at least one hundred twenty (120) days prior to such termination (which
advance notice may be waived by the Company). Executive shall have the right to terminate Executive’s employment hereunder with Good Reason as set forth herein. For purposes of this Agreement, Executive shall have “Good Reason”
to terminate her employment if, within thirty (30) days after Executive knows (or has reason to know) of the occurrence of any of the following events, Executive provides written notice requesting cure to the Board of such events, and the Board
fails to cure, if curable, such events within thirty (30) days following receipt of such notice: (i) a material reduction in Executive’s Base Salary; (ii) any material diminution in Executive’s duties or responsibilities or
the assignment to Executive of duties or responsibilities that materially impair Executive’s ability to perform the duties or responsibilities then assigned to Executive or normally assigned to the General Counsel of an enterprise of the size
and structure of the Company or (iii) any material breach by the Company of their obligations to the Executive under this Agreement. 
 (f) Due to Expiration of the Term of Employment. Unless otherwise agreed to by the parties in writing, Executive’s employment and this Agreement (other than provisions intended to survive)
shall terminate upon the expiration of the Term of Employment. 
 7. Termination Procedure. 

(a) Notice of Termination. Any termination of Executive’s employment by the Company or by Executive during the Term of
Employment (other than termination pursuant to Section 6(a)) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 13 hereof. For purposes of this Agreement, a “Notice of
Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of
Executive’s employment under the provision so indicated. 
 (b) Date of Termination. “Date of
Termination” shall mean (i) if Executive’s employment is terminated by Executive’s death, the date of Executive’s death, (ii) if Executive’s employment is terminated pursuant to Section 6(b), fifteen
(15) days after Notice of Termination, and (iii) if Executive’s employment is terminated for any other reason, the date on which a Notice of Termination is given or any later date set forth in such notice (but within ninety
(90) days after the giving of such notice); provided, however, that the notice period for a termination by Executive without Good Reason shall be, unless waived by the Company, at least one hundred twenty (120) days) after the giving of
such Notice of Termination. 

  
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 8. Compensation Upon Termination. In the event Executive’s employment terminates during
the Term of Employment, the Company shall provide Executive with the payments set forth below. The severance payments described in Section 8(b) shall be in lieu of any other severance or termination benefits that Executive may otherwise be
eligible to receive under any severance policy, plan or program maintained by the Company or its subsidiaries or as otherwise mandated by law. To the extent that the Company and/or its subsidiaries are required to pay Executive severance or
termination pay under any such severance policy, plan, program or applicable law, the amounts payable hereunder shall be reduced, but not below zero, on a dollar for dollar basis. 

(a) Termination for Cause or Without Good Reason, Death, Disability or Expiration of the Term. If Executive’s employment is
terminated by the Company for Cause or by Executive without Good Reason, or upon Executive’s death or Disability or upon the expiration of the Term of Employment: 
  

	 	(i)	within ten (10) business days following such termination, the Company shall pay to Executive (or her beneficiary or estate) any unpaid Base Salary earned through
the Date of Termination; 

  

	 	(ii)	within thirty (30) days following such termination, the Company shall reimburse Executive pursuant to Section 5(c) for reasonable expenses incurred but not
paid prior to such termination of employment; and 

  

	 	(iii)	the Company shall provide to Executive other or additional benefits (if any), in accordance with the then-applicable terms of any then-applicable plan, program,
agreement or other arrangement of any of the Company, or of any of their subsidiaries, in which Executive participates (the rights described in clauses (i) to (iii) are collectively referred to as the “Accrued
Obligations”). 

 (b) Termination Without Cause or for Good Reason. In the event that
Executive’s employment under this Agreement is terminated by the Company without Cause under Section 6(d) of this Agreement or by Executive with Good Reason during the Term of Employment, the Company shall pay or provide to Executive the
Accrued Obligations and subject to Executive’s signing (and not revoking) a general release of claims in a form reasonably acceptable to the Company within twenty-one (21) days or forty-five (45) days, whichever period is required
under applicable law, the Company shall pay to Executive a severance amount equal to 150% of Executive’s annual rate of Base Salary immediately prior to the Date of Termination, payable in eighteen (18) monthly installments
(“Monthly Severance Payments”), commencing on the 60th day following the Date of Termination. Monthly Severance Payments shall be made in accordance with the regular payroll practices of the Company; provided, that, if
Executive is in breach of any of her obligations under Section 9 of this Agreement, the Company may cease making the payments under this Section 8(b). Each Monthly Severance Payment shall be treated as a separate payment for the purposes
of Code Section 409A. 
 9. Restrictive Covenants. 
 (a) Acknowledgments. Executive acknowledges that: (i) as a result of Executive’s employment by the Company, Executive has obtained and will obtain Confidential Information (as defined
below); (ii) the Confidential Information has been developed and created by the Company and its Affiliates (as defined below) at substantial expense and the Confidential Information constitutes valuable proprietary assets; (iii) the
Company and its Affiliates will suffer substantial damage and irreparable harm which will be difficult to compute if, during the Term of Employment and thereafter, Executive should enter a Competitive Business (as defined herein) in violation of the
provisions of this 

  
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Agreement; (iv) the nature of the Company’s and its Affiliates’ business is such that it could be conducted anywhere in the world and that it is not limited to a geographic scope
or region; (v) the Company and its Affiliates will suffer substantial damage which will be difficult to compute if, during the Term of Employment or thereafter, Executive should solicit or interfere with the Company’s and its
Affiliates’ employees, clients or customers or should divulge Confidential Information relating to the business of the Company and its Affiliates; (vi) the provisions of this Agreement are reasonable and necessary for the protection of the
business of the Company and its Affiliates; (vii) the Company would not have hired or continued to employ Executive or grant the equity wards and other benefits contemplated under this Agreement unless he agreed to be bound by the terms hereof;
and (viii) the provisions of this Agreement will not preclude Executive from other gainful employment, but instead will preclude only an unfair competitive advantage. “Competitive Business” as used in this Agreement shall mean
any business which competes, directly or indirectly, with any aspect of the Company’s (or its Affiliates’) business. “Confidential Information” as used in this Agreement shall mean any and all confidential and/or
proprietary knowledge, data, or information of the Company and its Affiliates, including, without limitation, any: (A) trade secrets, drawings, inventions, methodologies, mask works, ideas, processes, formulas, source and object codes, data,
programs, software source documents, works of authorship, know-how, improvements, discoveries, developments, designs and techniques, and all other work product of the Company and its Affiliates, whether or not patentable or registrable under
trademark, copyright, patent or similar laws; (B) information regarding plans for research, development, new service offerings and/or products, equipment purchases, marketing, advertising and selling, distribution, business plans, business
forecasts, budgets and unpublished financial statements, licenses, prices and costs, suppliers, customers or distribution arrangements; (C) information regarding the skills and compensation of employees, suppliers, agents, and/or independent
contractors of the Company and its Affiliates; (D) concepts and ideas relating to the development and distribution of content in any medium or to the current, future and proposed products or services of the Company and its Affiliates; or
(E) any other information, data or the like that is labeled confidential or orally disclosed to Executive as confidential. For purposes of this Agreement, an “Affiliate” of an individual, corporation, partnership, limited
liability company, joint venture, trust, estate, board, committee, agency, body, employee benefit plan, or other person or entity (“Person”) shall mean a Person that directly or indirectly controls, is controlled by, or is under
common control with, the Person specified. 
 (b) Confidentiality. In consideration of the benefits provided for in this
Agreement, Executive agrees not to, at any time, either during the Term of Employment or thereafter, divulge, use, publish or in any other manner reveal, directly or indirectly, to any person, firm, corporation or any other form of business
organization or arrangement and keep in the strictest confidence any Confidential Information, except (i) as may be necessary to the performance of Executive’s duties hereunder, (ii) with the Company’s express written consent,
(iii) to the extent that any such information is in or becomes in the public domain other than as a result of Executive’s breach of any of the obligations hereunder, or (iv) where required to be disclosed by court order, subpoena or
other government process and in such event, Executive shall cooperate with the Company in attempting to keep such information confidential. Upon the request of the Company, Executive agrees to promptly deliver to the Company the originals and all
copies, in whatever medium, of all such Confidential Information in Executive’s possession or control. 
 (c)
Non-Compete. In consideration of the benefits provided for in this Agreement, Executive covenants and agrees that during Executive’s employment and for a period of 18 months following the conclusion of Executive’s employment for
whatever reason, or following the date of cessation of the last violation of this Agreement, or from the date of entry by a court of competent 

  
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jurisdiction of a final, unappealable judgment enforcing this covenant, whichever of the foregoing is the last to occur (the “Restricted Period”), Executive will not, as
principal, or in conjunction with any other person, firm, partnership, corporation or other form of business organization or arrangement (whether as a shareholder, partner, member, principal, agent, lender, director, officer, manager, trustee,
representative, employee or consultant), directly or indirectly, be employed by, provide services to, in any way be connected, associated or have any interest of any kind in, or give advice or consultation to any Competitive Business. 

(d) Non-Solicitation of Employees. In consideration of the benefits provided for in this Agreement, Executive covenants and agrees
that during Executive’s employment and for a period of twenty-four (24) months following the termination of Executive’s employment for whatever reason, or following the date of cessation of the last violation of this Agreement, or
from the date of entry by a court of competent jurisdiction of a final, unappealable judgment enforcing this covenant, whichever of the foregoing is the last to occur, Executive shall not, without the prior written permission of the Company,
directly or indirectly (i) solicit, employ or retain, or have or deliberately cause any other person or entity to solicit, employ or retain, any person who is employed or is providing services to the Company or its Affiliates at the time of
Executive’s termination of employment or was or is providing such services within the twelve (12) month period before or after Executive’s termination of employment or (ii) request, suggest or deliberately cause any employee of
the Company or its Affiliates to breach or threaten to breach terms of said employee’s agreements with the Company and its Affiliates or to terminate her employment with the Company and its Affiliates. 

(e) Non-Solicitation of Clients and Customers. In consideration of the benefits provided for in this Agreement, Executive
covenants and agrees that during the Restricted Period, Executive will not, as principal, or in conjunction with any other person, firm, partnership, corporation or other form of business organization or arrangement (whether as a shareholder,
partner, member, lender, principal, agent, director, officer, manager, trustee, representative, employee or consultant), directly or indirectly: (i) solicit or accept any business, in competition with the Company and its Affiliates, from any
person or entity who was an existing or prospective customer or client of the Company and its Affiliates at the time of, or at the time during the twelve (12) months preceding, Executive’s termination of employment; or (ii) request,
suggest or deliberately cause any of the Company’s and its Affiliates’ clients or customers to cancel, reduce, change the terms of or terminate any business relationship with the Company and its Affiliates involving services or activities
which were directly or indirectly the responsibility of Executive during Executive’s employment. 
 (f) Post-Employment
Property. The parties agree that any work of authorship, invention, design, discovery, development, technique, improvement, source code, hardware, device, data, apparatus, practice, process, method or other work product whatever (whether
patentable or subject to copyright, or not, and hereinafter collectively called “discovery”) related to training or marketing methods and techniques that Executive, either solely or in collaboration with others, has made or may
make, discover, invent, develop, perfect or reduce to practice during the term of her employment, or within three (3) months thereafter, whether or not during regular business hours, and created, conceived or prepared on the Company’s and
its Affiliates’ premises or otherwise and related to the Company’s business, shall be the sole and complete property of the Company and its Affiliates. More particularly, and without limiting the foregoing, Executive agrees that all of the
foregoing and any (i) inventions (whether patentable or not, and without regard to whether any patent therefor is ever sought); (ii) marks, names or logos (whether or not registrable as trade or service marks, and without regard to whether
registration therefor is ever sought); (iii) works of authorship (without regard to 

  
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whether any claim of copyright therein is ever registered); and (iv) trade secrets, ideas, and concepts ((i)- (iv) collectively, “Intellectual Property Products”)
created, conceived or prepared on the Company’s and its Affiliates’ premises or otherwise, whether or not during normal business hours, and related in any way to the Company’s business, shall perpetually and throughout the world be
the exclusive property of the Company and its Affiliates, as the case may be, as shall all tangible media (including, but not limited to, papers, computer media of all types and models) in which such Intellectual Property Products shall be recorded
or otherwise fixed. Executive agrees that all works of authorship created by Executive during Executive’s engagement by the Company shall be works made for hire of which the Company and its Affiliates are the author and owner of copyright. To
the extent that any competent decision-making authority should ever determine that any work of authorship created by Executive during Executive engagement by the Company is not a work made for hire, Executive hereby assigns all right, title and
interest in the copyright therein, in perpetuity and throughout the world, to the Company. To the extent that this Agreement does not otherwise serve to grant or otherwise vest in the Company all rights in any Intellectual Property Product created
by Executive during Executive’s engagement by the Company, or within three (3) months thereafter, Executive hereby assigns all right, title and interest therein, in perpetuity and throughout the world, to the Company. Executive agrees to
execute, immediately upon the Company’s reasonable request and without charge, any further assignments, applications, conveyances or other instruments, at any time after execution of this Agreement, whether or not Executive is engaged by the
Company at the time such request is made, in order to permit the Company, their Affiliates and/or their respective assigns to protect, perfect, register, record, maintain or enhance their rights in any Intellectual Property Product; provided, that,
the Company shall bear the cost of any such assignments, applications or consequences. Upon termination of Executive’s employment with the Company for any reason whatsoever, and at any earlier time the Company so request, Executive will
immediately deliver to the custody of the person designated by the Company all originals and copies of any documents and other property of the Company in Executive’s possession or under Executive’s control. 

(g) Non-Disparagement. Executive acknowledges and agrees that Executive will not defame or publicly criticize the services,
business, prospects, quality, integrity, veracity or personal or professional reputation of the Company and/or its Affiliates and their respective officers, directors, partners, executives, employees or agents thereof in either a professional or
personal manner at any time following the Term of Employment. 
 (h) Enforcement. If Executive commits a breach of any of
the provisions of this Section 9, the Company shall have the right and remedy to seek to have the provisions specifically enforced by any court having jurisdiction (without the posting of any bond or security), it being acknowledged and agreed
by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any such breach will cause irreparable injury to the Company and that money damages will not provide an adequate
remedy to the Company. Such right and remedy shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. 
 (i) Blue Pencil. If, at any time, the provisions of this Section 9 shall be determined to be invalid or unenforceable under any applicable law, by reason of being vague or unreasonable as to
area, duration or scope of activity, this Agreement shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or
other body having jurisdiction over the matter and Executive and the Company agree that this Agreement as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. 

  
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 (j) EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HAS READ THIS SECTION 9 AND HAS HAD THE
OPPORTUNITY TO REVIEW ITS PROVISIONS WITH ANY ADVISORS AS EXECUTIVE CONSIDERED NECESSARY AND THAT EXECUTIVE UNDERSTANDS THIS AGREEMENT’S CONTENTS AND SIGNIFIES SUCH UNDERSTANDING AND AGREEMENT BY SIGNING BELOW. 

10. Assignability; Binding Nature. The rights and benefits of Executive hereunder shall not be assignable, whether by voluntary or
involuntary assignment or transfer by Executive. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Company, and the heirs, executors and administrators of Executive, and shall be assignable by the
Company only to any entity acquiring substantially all of the assets of the Company, whether by merger, consolidation, sale of assets or similar transactions. 
 11. Representations. Executive represents and warrants to the Company, and Executive acknowledges that the Company has relied on such representations and warranties in employing Executive,
that neither Executive’s duties as an employee of the Company nor Executive’s performance of this Agreement will breach any other agreement to which Executive is a party, including, without limitation, any agreement limiting the use or
disclosure of any information acquired by Executive prior to her employment with the Company. In addition, Executive represents and warrants and acknowledges that the Company has relied on such representations and warranties in employing Executive
and that Executive has not entered into, and will not enter into any agreement, either oral or written, in conflict herewith. 
 12.
Resolution of Disputes. Any dispute concerning the validity, interpretation, enforcement, or breach of this Agreement, or otherwise arising between the parties, shall (except to the extent otherwise provided in Section 9(h) with
respect to certain requests for injunctive relief) be submitted to binding arbitration before the American Arbitration Association (“AAA”) for resolution. Such arbitration shall be conducted in the State of Delaware, and the
arbitrator will apply Delaware law, including federal law as applied in Delaware courts. The arbitration shall be conducted in accordance with the AAA’s Employment Arbitration Rules, as modified by the terms set forth in this Agreement. The
arbitration will be conducted by a single arbitrator, who shall be an attorney who specializes in the field of employment law and shall have prior experience arbitrating employment disputes. The award of the arbitrator shall be final and binding on
the parties, and judgment on the award may be confirmed and entered in any state or federal court in the State of Delaware. The arbitration shall be conducted on a strictly confidential basis, and Executive shall not disclose the existence of a
claim, the nature of a claim, any documents, exhibits, or information exchanged or presented in connection with any such a claim, or the result of any arbitration (collectively, “Arbitration Materials”), to any third party, with the
sole exception of Executive’s legal counsel, who also shall be bound by all confidentiality terms of this Agreement. In the event of any court proceeding to challenge or enforce an arbitrator’s award, the parties hereby consent to the
exclusive jurisdiction of the state and federal courts in the State of Delaware, and agree to venue in that jurisdiction. The parties agree to take all steps necessary to protect the confidentiality of the Arbitration Materials in connection with
any such proceeding, agree to file all Confidential Information (and documents containing Confidential Information) under seal to the extent possible and agree to the entry of an appropriate protective order encompassing the confidentiality terms of
this Agreement. Each party agrees to pay its own costs and fees in connection with any arbitration of a dispute arising under this Agreement, and any court proceeding arising therefrom, regardless of outcome; provided, however, that if
Executive prevails on substantially all claims, then the Company shall reimburse Executive for attorneys’ fees reasonably incurred by Executive. 

  
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 13. Notices. Any notice, consent, demand, request or other communication given to a Person in
connection with this Agreement shall be in writing and shall be deemed to have been given to such Person (a) when delivered personally to such Person or (b) provided that a written acknowledgment of receipt is obtained, five days after
being sent by prepaid certified or registered mail, or two days after being sent by a nationally recognized overnight courier, to the address (if any) specified below for such Person (or to such other address as such Person shall have specified by
ten (10) days advance notice given in accordance with this Section 13) or (c) in the case of the Company, on the first business day after it is sent by facsimile to the facsimile number set forth below (or to such other facsimile
number as shall have been specified by ten (10) days advance notice given in accordance with this Section 13), with a confirmatory copy sent by certified or registered mail or by overnight courier in accordance with this Section 13.

 If to the Company: 10990 Roe A venue, Overland Park, Kansas 66211 

If to Executive: To the address of Executive’s principal residence as it appears in the Company’s records, with
a copy to Executive (during the Term of Employment) at the Company’s principal executive office. 
 If to a
beneficiary or transferee: To the address most recently specified by Executive, beneficiary or transferee through notice given in accordance with this Section 13. 
 14. Miscellaneous. 
 (a) Company Representations. Company
hereby represents and warrants to Executive that each of the following statements is correct as of the date of this Agreement: 
  

	 	(i)	The Company is a corporation organized and validly existing under the laws of the State of Delaware and has been duly authorized by all necessary and appropriate action
to enter into this Agreement and to consummate the transactions contemplated herein, and the individual executing this Agreement on behalf of the Company has been duly authorized by all necessary action on behalf of the Company. This Agreement
creates a binding and legally enforceable agreement against the Company. 

  

	 	(ii)	Neither the execution nor the delivery of this Agreement nor the consummation of the transactions contemplated herein conflict with or will result in a breach of any of
the terms, conditions or provisions of 

  

	 	(A)	the governing documents under which the Company is constituted; or 

  

	 	(B)	any agreement or instrument to which the Company is a party or by which it is bound. 


 

	 	(iii)	The Board has approved the employment of Executive pursuant to the Articles of Incorporation, bylaws and any other necessary documents or procedures of the Company.


 (b) Entire Agreement. This Agreement contains the entire agreement among the parties concerning the
subject matter hereof and supersedes prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, among them with respect thereto. 
 (c) Severability. In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of
this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law so as to achieve the purposes of this Agreement. 

  
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 (d) Amendment or Waiver. No provision in this Agreement may be amended unless such
amendment is set forth in a writing that specifically identifies the provision being amended and that is signed by the parties and in the case of the Company, such amendment has been approved by the Board or its designee. No waiver by any Person of
any breach of any condition or provision contained in this Agreement shall be deemed a waiver of any similar or dissimilar condition or provision at the same or any prior or subsequent time. To be effective, any waiver must be set forth in a writing
that specifically refers to the condition or provision that is being waived and is signed by the waiving Person and in the case of the Company, such waiver has been approved by the Board or its designee. 

(e) Headings. The headings of the Sections and sub-sections contained in this Agreement are for convenience only and shall not be
deemed to control or affect the meaning or construction of any provision of this Agreement. 
 (f)
Beneficiaries/References. Executive shall be entitled, to the extent permitted under applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit under this Agreement following Executive’s
death by giving the Company written notice thereof. In the event of Executive’s death or a judicial determination of Executive’s incompetence, references in this Agreement to Executive shall be deemed, where appropriate, to refer to
Executive’s beneficiary, transferee, estate or other legal representative. 
 (g) Survivorship. Except as otherwise
set forth in this Agreement, the respective rights and obligations of the parties hereunder shall survive any termination of Executive’s employment under this Agreement. 
 (h) Withholding Taxes. The Company may withhold from any amounts or benefits payable under this Agreement, or under any of the agreements of which forms are attached hereto, any taxes that are
required to be withheld pursuant to any applicable law or regulation. 
 (i) 409A Provisions. Notwithstanding anything
herein to the contrary, this Agreement is intended to be interpreted and applied so that the payment of the benefits set forth herein either shall either be exempt from the requirements of Section 409A of the Code, or shall comply with the
requirements of such provision. Notwithstanding any provision in this Agreement or elsewhere to the contrary, if Executive is a “specified employee” within meaning of Section 409A of the Code, any payments or benefits due upon a
termination of Executive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A of the Code and which do not otherwise qualify under the exemptions under Treas. Regs.
Section 1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided on the earlier of (i) the date of
which is six (6) months after Executive’s separation from service (as such term is defined in Section 409A of the Code and the regulations and other published guidance thereunder) for any reason other than death, and (ii) the
date of Executive’s death. Notwithstanding anything in this Agreement or elsewhere to the contrary, distributions upon termination of Executive’s employment may only be made upon a “separation from service” as determined under
Section 409A of the Code and such date shall be the Termination Date for purposes of this Agreement. Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A of the Code. In no
event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement or otherwise which constitutes a “deferral of compensation” within the meaning of Section 409A of the Code. All
reimbursements and in-kind benefits provided under this Agreement shall be 

  
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made or provided in accordance with the requirements of Section 409A of the Code. To the extent that any reimbursements pursuant to this Agreement or otherwise are taxable to Executive, any
reimbursement payment due to Executive shall be paid to Executive on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred; provided, that, Executive has provided the Company
written documentation of such expenses in a timely fashion and such expenses otherwise satisfy the Company’ expense reimbursement policies. Reimbursements pursuant to this Agreement or otherwise are not subject to liquidation or exchange for
another benefit and the amount of such reimbursements that Executive receives in one taxable year shall not affect the amount of such reimbursements that Executive receives in any other taxable year. Notwithstanding any of the foregoing to the
contrary, the Company and their respective officers, directors, employees, or agents make no guarantee that the terms of this Agreement as written comply with, or are exempt from, the provisions of Code Section 409A, and none of the foregoing shall
have any liability for the failure of the terms of this Agreement as written to comply with, or be exempt from, the provisions of Code Section 409A. 
 (j) Governing Law. This Agreement shall be governed, construed, performed and enforced in accordance with its express terms, and otherwise in accordance with the laws of the State of Delaware,
without reference to principles of conflict of laws. 
 (k) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which together shall be deemed to be one and the same instrument. 
 (I) Joint Drafting. The Company and Executive acknowledge and agree that this Agreement was jointly drafted by the Company on the one side and by Executive on the other side. Neither party, nor any
party’s counsel, shall be deemed the drafter of this Agreement in any proceeding that may hereafter arise between them. 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above. 

 

			
	YRC WORLDWIDE INC.
		
	By:	 	 /s/ James L. Welch   

	Name:	 	James L. Welch
	Title:	 	Chief Executive Officer


  

			
	EXECUTIVE
		
	By:	 	 /s/ Michelle A. Russell   

	Name:	 	Michelle A. Russell



  
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 ANNEX A 
 Vesting Terms Applicable to Incentive Compensation Awards 
  

	 	1.	The following vesting terms shall apply with respect to the grant of the Initial Award contemplated by Section 4(a) of the Agreement: 


 

			
	Grant Date	 	As contemplated by Section 4(a) of the Agreement.
	Vesting Dates	 	25% on January 1, 2013
		 	25% on January 1, 2014
		 	25% on January 1, 2015
		 	25% on December 31, 2015

  

	 	2.	The following vesting terms shall apply with respect to the grants of the Performance Awards contemplated by Section 4(b) of the Agreement:


  

									
	 	 	 Grant 1
	 	 Grant 2
	 	 Grant 3
	 	 Grant 4

	 Grant Date
	 	Between January 1, 2013 and March 31, 2013.	 	Between January 1, 2014 and March 31, 2014.	 	Between January 1, 2015 and March 31, 2015.	 	Between January 1, 2016 and March 31, 2016.
					
	 Vesting Date(s)
	 	50% on the Grant Date and 50% on the first anniversary of the Grant Date.	 	50% on the Grant Date and 50% on the first anniversary of the Grant Date.	 	50% on the Grant Date and 50% on the first anniversary of the Grant Date.	 	50% on the Grant Date and 50% on the first anniversary of the Grant Date.


  
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