prsuagreementapril82019a






                                                                                                 ROADRUNNER TRANSPORTATION SYSTEMS, INC.                PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT        THIS PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made and  entered into as of April 8, 2019, between Roadrunner Transportation Systems, Inc., a Delaware corporation (the  “Company”), and ________________ (the “Recipient”).                                     RECITALS         WHEREAS,  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  performance-based  Restricted  Stock  Units  (“PRSUs”) representing hypothetical shares of the Company’s common stock, par value $0.01 per share (the  “Common Stock”), in accordance with the terms of this Agreement.         WHEREAS, the PRSUs are granted pursuant to the Company’s 2018 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.                                    AGREEMENT        NOW, THEREFORE, in consideration of the premises set forth herein and other good and valuable  consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:         1.    Definitions.  All capitalized terms used herein but not expressly defined shall have the  meaning ascribed to them in the Plan.         2.    Grant of PRSUs.  The Committee hereby grants, as of April 8, 2019, to the Recipient, a  Restricted Stock Unit Award for a target number of __________ PRSUs (the “Target Amount”).  The  number of PRSUs actually awarded to the Recipient will be determined at the end of the performance period  commencing on April 8, 2019 and ending on May 15, 2023 (the “Performance Period”).  Each PRSU will  be equal in value to one Share of the Company’s Common Stock, subject in all respects to the terms of this  Agreement and the Plan.         3.    Performance Criteria.  The Recipient can earn the PRSUs based on the extent to which the  trading price of the Common Stock increases during the Performance Period.  The number of PRSUs that may  be earned by the Recipient pursuant to this Award of PRSUs will range from 0% to 289% of the Target Amount  as determined after the end of the Performance Period based upon the increase of the trading price of the  Common Stock above $12.50 per share (the “Base Price”).         (a)    If the End Price (as defined below) is 1% greater than the Base Price, the Recipient will  earn 9% of the Target Amount PRSUs.  If the End Price is 10% greater than the Base Price, the Recipient  will earn 39% of the Target Amount PRSUs.  If the End Price is more than 1% greater than the Base Price  but not 10% or more greater than the Base Price, a proportionate percentage between 9% and 39% will be  applied to the Target Amount of PRSUs on a straight line basis.  If the End Price is 20% greater than the Base  Price, the Recipient will earn 72% of the Target Amount PRSUs.  If the End Price is more than 10% of the Base  Price but not 20% or more greater than the Base Price, a proportionate percentage between 39% and 72% will  be applied to the Target Amount of PRSUs on a straight line basis.  If the End Price is at least 30% greater than  the Base Price, then the Recipient will earn 100% of the Target Amount PRSUs.  If the End Price is 20% greater  than the Base Price but not 30% or more greater than the Base Price, a proportionate percentage between 72%    ACTIVE 43288354v1  





 






   and 100% will be applied to the Target Amount of PRSUs on a straight line basis.  If the End Price is at least  40% greater than the Base Price, then the Recipient will earn 124% of the Target Amount PRSUs.  If the End  Price is 30% greater than the Base Price but not 40% or more greater than the Base Price, a proportionate  percentage between 100% and 124% will be applied to the Target Amount of PRSUs on a straight line basis.  If  the End Price is at least 50% greater than the Base Price, then the Recipient will earn 144% of the Target Amount  PRSUs.  If the End Price is 40% greater than the Base Price but not 50% or more greater than the Base Price, a  proportionate percentage between 124% and 144% will be applied to the Target Amount of PRSUs on a straight  line basis.  If the End Price is at least 60% greater than the Base Price, then the Recipient will earn 163% of the  Target Amount PRSUs.  If the End Price is 50% greater than the Base Price but not 60% or more greater than  the Base Price, a proportionate percentage between 144% and 163% will be applied to the Target Amount of  PRSUs on a straight line basis.  If the End Price is at least 70% greater than the Base Price, then the Recipient  will earn 178% of the Target Amount PRSUs.  If the End Price is 60% greater than the Base Price but not 70%  or more greater than the Base Price, a proportionate percentage between 163% and 178% will be applied to the  Target Amount of PRSUs on a straight line basis.  If the End Price is at least 80% greater than the Base Price,  then the Recipient will earn 193% of the Target Amount PRSUs.  If the End Price is 70% greater than the Base  Price but not 80% or more greater than the Base Price, a proportionate percentage between 178% and 193% will  be applied to the Target Amount of PRSUs on a straight line basis.  If the End Price is at least 90% greater than  the Base Price, then the Recipient will earn 205% of the Target Amount PRSUs.  If the End Price is 80% greater  than the Base Price but not 90% or more greater than the Base Price, a proportionate percentage between 193%  and 205% will be applied to the Target Amount of PRSUs on a straight line basis.  If the End Price is at least  100% greater than the Base Price, then the Recipient will earn 217% of the Target Amount PRSUs.  If the End  Price is 90% greater than the Base Price but not 100% or more greater than the Base Price, a proportionate  percentage between 205% and 217% will be applied to the Target Amount of PRSUs on a straight line basis.  If  the End Price is at least 150% greater than the Base Price, then the Recipient will earn 260% of the Target  Amount PRSUs.  If the End Price is 100% greater than the Base Price but not 150% or more greater than the  Base Price, a proportionate percentage between 217% and 260% will be applied to the Target Amount of PRSUs  on a straight line basis.  If the End Price is at least 200% greater than the Base Price, then the Recipient will earn  289% of the Target Amount PRSUs.  If the End Price is 150% greater than the Base Price but not 200% or more  greater than the Base Price, a proportionate percentage between 260% and 289% will be applied to the Target  Amount of PRSUs on a straight line basis.           (b)   For purposes of this Agreement, the “End Price” means the 90-day volume weighted average  share price of the Common Stock as of May 15, 2023; provided, however, that if Elliott (as defined below) or  any other stockholder (or affiliates of any such stockholder) of the Company having the right to designate  members to the Company’s Board of Directors sells shares of Common Stock or announces plans to sell shares  of Common Stock during the period from September 22, 2022 through March 31, 2023, then the “End Price”  shall be the greater of (a) the closing price of the Common Stock on March 31, 2023 and (b) the quotient of  (i) the Company’s trailing twelve (12) months Adjusted EBITDA as of March 31, 2023 multiplied by eight (8),  less the Company’s indebtedness as of March 31, 2023 and net of cash and long-term capital leases as of March  31, 2023, divided by (ii) the number of outstanding shares of Common Stock on March 31, 2023.         4.    Payout of PRSUs.  If the Committee determines that the performance criteria described in  Section 3 have been met and certifies the extent to which they have been met, and the terms and conditions  set forth in this Agreement are fulfilled, then that number of shares of Common Stock equal to the number of  PRSUs earned pursuant to Section 3, net of applicable withholdings, will be transferred to the Recipient after  the end of the Performance Period and on or before August 1, 2023.         5.    Transferability.  The PRSUs awarded hereunder are not transferable otherwise than by will  or under the applicable laws of descent and distribution, and the terms of this Agreement shall be binding  upon the executors, administrators, heirs, successors, and assigns of the Recipient.  Any attempt to effect a  Transfer of any PRSUs shall be void ab initio.  For purposes of this Agreement, “Transfer” shall mean any   ACTIVE 43288354v1                     2  





 






   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.         6.    Custody of PRSUs.  The PRSUs subject hereto shall be held in a restricted book entry account  in the name of the Recipient.  Upon completion of the Performance Period, shares of Common Stock issuable  pursuant to Section 4 above shall be released into an unrestricted book entry account; provided, however, that  a portion of such shares of Common Stock may be surrendered in payment of taxes in accordance with  Section 13 below,  unless  the  Company,  in  its  sole  discretion,  establishes  alternative  procedures  for  the  payment of such taxes.         7.    Hypothetical  Nature  of  PRSUs.   The Recipient  shall  not  have  any  rights,  benefits,  or  entitlements with respect to the shares of Common Stock corresponding to the PRSUs unless and until those  shares are delivered to the Recipient (and thus shall have no voting rights, or rights to receive any dividend  declared, before those shares are so delivered).  On or after delivery, the Recipient shall have, with respect to  the shares of Common Stock delivered, all of the rights of a holder of shares granted pursuant to the certificate  of incorporation and other governing instruments of the Company, or as otherwise available at law.         8.    Termination of Continuous Service.  Except as set forth in Sections 9 and 10 below, if the  Recipient’s Continuous Service is terminated for any reason prior to March 31, 2023, then any and all PRSUs  granted hereunder shall be forfeited immediately upon such termination of Continuous Service and revert  back to the Company without any payment to the holder thereof.  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 PRSUs pursuant to this Section 8.         9.    Total and Permanent Disability of the Recipient or Termination without Cause or for Good  Reason.  If the Recipient’s Continuous Service is terminated (a) by reason of the Disability of the Recipient,  (b) by the Company or a Related Entity without Cause, or (c) by the Recipient for Good Reason, the Recipient  shall earn a number of PRSUs calculated in accordance with Section 3 hereof, with the “End Price” based on  the 90-day volume weighted average share price of the Common Stock as of the date the Recipient’s Continuous  Service is terminated, and the number of shares of Common Stock earned, net of applicable withholdings, will  be transferred to the Recipient as soon as reasonably practicable.         10.   Death of the Recipient.  If the Recipient’s Continuous Service is terminated due to death, the  Recipient shall earn a number of PRSUs calculated in accordance with Section 3 hereof, with the “End Price”  based on the 90-day volume weighted average share price of the Common Stock as of the date the Recipient’s  death, and the number of shares of Common Stock earned, net of applicable withholdings, will be transferred  to the Recipient’s estate as soon as reasonably practicable.         11.   Change-in-Control.  If affiliates of Elliott Management Corporation (“Elliott”) collectively  own less than 20% of the outstanding Common Stock, the Company shall deliver to the Recipient, within 60  days after the date of such event, a number of PRSUs calculated in accordance with Section 3 hereof, with the  “End Price” based on the share price of the Common Stock in the transaction resulting in Elliott Management  Corporation collectively owning less than 20% of the outstanding Common Stock.  The provisions of this  Section 11 supersede any inconsistent provisions under the Plan with respect to the impact of a Change in  Control on the PRSU Award made by this Agreement.  In the event of any such inconsistency, this Agreement  shall be controlling.         12.   Section 409A.  Payments made pursuant to the Plan and this Agreement are intended to  comply  with  or  qualify  for  an  exemption  from  Section  409A  of  the  Internal  Revenue  Code  of  1986,  as   ACTIVE 43288354v1                     3  





 






   amended (“Section 409A”).  The Company reserves the right, to the extent the Company deems necessary or  advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that  all PRSU Awards are made in a manner that complies with Section 409A (including, without limitation, the  avoidance of penalties thereunder), provided, however, that the Company makes no representations that the  PRSU Awards  will  be  exempt  from  any  penalties  that  may  apply  under  Section  409A  and  makes  no  undertaking to preclude Section 409A from applying to this PRSU Award.         Notwithstanding  anything  to  the  contrary  in  this  Agreement  or  the  Plan,  if  the  Recipient  is  a  “Specified Employee” (as defined below) then the delivery of Shares otherwise required to be made under  this Agreement on account of the termination of the Recipient’s Continuous Service shall be made within  thirty (30) days after the sixth (6th) month anniversary of the date of the termination of the Recipient’s  Continuous Service or, if earlier, the date of the Recipient’s death if such deferral is required to comply with  Section 409A of the Code.  For purposes of this Agreement, a “Specified Employee” shall mean any individual  who, at the time of his or her separation from Continuous Service with the Company and its Related Entities,  is a “key employee”, within the meaning of Section 416(i) of the Code, of the Company or any Related Entity,  the stock of which is publicly traded on an established securities market or otherwise.         For purposes of applying the provisions of Section 409A to this Agreement, each separately identified  amount to which the Recipient is entitled under this Agreement shall be treated as a separate payment.  In  addition,  to  the  extent  permissible  under  Section  409A,  any  series  of  installment  payments  under  this  Agreement shall be treated as a right to a series of separate payments.         13.   Taxes.               (a)   The Recipient shall be liable for any and all taxes, including withholding taxes and  fringe benefit tax or such other taxes that the Recipient’s employer (the “Employer”) is legally allowed or  permitted to recover from the Recipient, arising out of this grant or the issuance of shares of Common Stock  hereunder. In the event that the Company or the Employer is liable for taxes that are legally permitted to be  recovered from the Recipient or is required to withhold taxes as a result of the grant of PRSUs or the  issuance or subsequent sale of shares acquired pursuant to such PRSUs, the Recipient shall surrender a  sufficient number of whole shares, make a cash payment or make adequate arrangements satisfactory to the  Company  and/or  the  Employer  to  withhold  such  taxes  from  the  Recipient’s  wages  or  other  cash  compensation paid to the Recipient by the Company and/or the Employer at the election of the Company,  in its sole discretion, or, if permissible under local law, the Company may sell or arrange for the sale of  shares that Recipient acquires as necessary to cover all applicable required withholding taxes, taxes that are  legally recoverable from the Recipient (such as fringe benefit tax) and required social security contributions  at the time the shares subject to the PRSUs are issued.  The Recipient will receive a cash refund for any  fraction of a surrendered share or shares in excess of any required withholding taxes, taxes that are legally  recoverable from the Recipient (such as fringe benefit tax), and required social security contributions.  To  the extent that any surrender of shares or payment of cash or alternative procedure for such payment is  insufficient,  the  Recipient authorizes the  Company,  the  Employer,  and  the  Related  Entities,  which  are  qualified  to  deduct  tax  at  source,  to  deduct  from  the  Recipient’s  compensation  all  applicable  required  withholding taxes, taxes that are legally recoverable from the Recipient (such as fringe benefit tax) and  social security contributions.  The Recipient agrees to pay any amounts that cannot be satisfied from wages  or other cash compensation, to the extent permitted by law.               (b)   Regardless of any action the Company or the Employer takes with respect to any  or all income tax, social security, payroll tax, payment on account, taxes that are legally recoverable from  the  Recipient  (such  as  fringe  benefit  tax)  or  other  tax-related  withholding  (“Tax-Related  Items”),  the  Recipient acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by him  is  and  remains  the  Recipient’s  responsibility  and  that  the  Company  and/or  the  Employer  (i)  make  no   ACTIVE 43288354v1                     4  





 






   representations or undertakings regarding the treatment of any Tax-Related Items in connection with any  aspect of this Agreement, including the grant of PRSUs, subsequent issuance of Shares related to such  PRSUs and the subsequent sale of any shares of Common Stock acquired pursuant to such PRSUs; and  (ii) do not commit to structure the terms or any aspect of this grant of PRSUs to reduce or eliminate the  Recipient’s liability for Tax-Related Items.  The Recipient shall pay the Company or the Employer any  amount for Tax-Related Items that the Company or the Employer may be required to withhold as a result  of the Recipient’s participation in the Plan or the Recipient’s receipt of PRSUs that cannot be satisfied by  the means previously described.  The Company may refuse to deliver the shares of Common Stock pursuant  to Section 4 if the Recipient fails to comply with the Recipient’s obligations in connection with the Tax- Related Items.               (c)   In accepting the PRSU Award, the Recipient consents and agrees that in the event  the PRSU Award becomes subject to an employer tax that is legally permitted to be recovered from the  Recipient, as may be determined by the Company and/or the Employer at their sole discretion, and whether  or not the  Recipient’s  Continuous  Service is continuing at the  time  such tax becomes recoverable,  the  Recipient will assume any liability for any such taxes that may be payable by the Company and/or the  Employer in connection with the PRSU Award.  Further, by accepting the PRSU Award, the Recipient  agrees that the Company and/or the Employer may collect any such taxes from the Recipient by any of the  means set forth in this Section 13.  The Recipient further agrees to execute any other consents or elections  required to accomplish the above, promptly upon request of the Company.         14.   Acknowledgment  and  Waiver.  By  accepting  this  grant  of PRSUs,  the  Recipient  acknowledges and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in  nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise  provided in the Plan or this Agreement; (b) the grant of PRSUs is voluntary and occasional and does not create  any contractual or other right to receive future grants of shares of Common Stock or PRSUs, or benefits in  lieu of shares of Common Stock or PRSUs, even if shares of Common Stock or PRSUs have been granted  repeatedly in the past; (c) all decisions with respect to future grants, if any, will be at the sole discretion of the  Company; (d) the Recipient’s participation in the Plan shall not create a right to further employment with the  Employer and shall not interfere with the ability of the Employer to terminate the Recipient’s employment  relationship at any time with or without Cause, and it is expressly agreed and understood that employment is  terminable at the will of either party, insofar as permitted by law; (e) the Recipient is participating voluntarily  in the Plan; (f) PRSUs, PRSU grants and resulting benefits are an extraordinary item that is outside the scope  of the Recipient’s employment or service contract, if any; (g) PRSUs, PRSU grants and resulting benefits are  not  part  of  normal  or  expected  compensation  or  salary  for  any  purposes,  including,  but  not  limited  to,  calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long- service awards, pension or retirement benefits or similar payments insofar as permitted by law; (h) this grant  of PRSUs will not be interpreted to form an employment contract with the Company, the Employer or any  Related Entity; (i) the future value of the underlying shares of Common Stock is unknown and cannot be  predicted with certainty; (j) in consideration of this grant of PRSUs, no claim or entitlement to compensation  or damages shall arise from termination of this grant of PRSUs or diminution in value of this grant of PRSUs  resulting from termination of the Recipient’s Continuous Service (for any reason whatsoever and whether or  not in breach of local labor laws) and the Recipient irrevocably releases the Company and the Employer from  any such claim that  may arise; if, notwithstanding the foregoing, any such claim is found by a court of  competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Recipient shall be  deemed irrevocably to have waived any entitlement to pursue such claim; (k) notwithstanding any terms or  conditions of the Plan to the contrary, in the event of involuntary termination of the Recipient’s employment  (whether or not in breach of local labor laws), the Recipient’s right to receive benefits under this Agreement  after termination of Continuous Service, if any, will be measured by the date of termination of the Recipient’s  active Continuous Service and will not be extended by any notice period mandated under local law; (l) the  Committee shall have the exclusive discretion to determine when the Recipient is no longer actively in the   ACTIVE 43288354v1                     5  





 






   Continuous Service of the Company and its Related Entities for purposes of this grant of PRSUs; and (m) if  the Company’s performance is below minimum levels as set forth in this Agreement or any annual supplement  hereto, no PRSUs will be awarded and no shares of Common Stock will be issued to the Recipient.         15.   Change in Capital Structure.               (a)   Subject to any required action by the stockholders of the Company, the number of  PRSUs covered by this award shall be proportionately adjusted and the terms of the restrictions on such PRSUs  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 stockholders.               (b)   The Award of PRSUs 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.         16.   Miscellaneous.               (a)   The parties agree to execute such further instruments and to take such action as  may reasonably be necessary to carry out the intent of this Agreement.               (b)   Any notice required or permitted hereunder shall be given in writing and shall be  deemed effectively given upon delivery to the Recipient at his or her address then on file with the Company.               (c)   The  Plan  is  incorporated  herein  by  reference.  The  Plan  and  this  Agreement  constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their  entirety all prior undertakings and agreements of the Company, its Related Entities and the Recipient with  respect to the subject matter hereof, and may not be modified adversely to the Recipient’s interest except  by means of a writing signed by the Company and the Recipient.  Notwithstanding the foregoing, nothing  in  the  Plan  or this  Agreement  shall  affect the  validity  or  interpretation  of  any  duly  authorized  written  agreement between the Company and the Recipient under which an Award properly granted under and  pursuant to the Plan serves as any part of the consideration furnished to the Recipient, including without  limitation,  any  agreement  that  imposes  restrictions  during  or  after  employment  regarding  confidential  information and proprietary developments.                 (d)   This Agreement is governed by the laws of the state of Delaware.               (e)   Neither this Agreement nor the grant of the PRSUs hereunder 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.  The PRSUs subject to this Agreement represent only the Company’s  unfunded and unsecured promise to issue shares of Common Stock to the Recipient in the future.  To the  extent  that  the  Recipient  or  any  other  person  acquires  a  right  to  receive  payments  from  the  Company  pursuant to this Agreement, that right shall be no greater than the right of any unsecured general creditor of  the Company.    ACTIVE 43288354v1                     6  





 






               (f)   If  the  Recipient  has  received  this  or  any  other  document  related  to  the  Plan  translated into a language other than English and if the translated version is different than the English  version, the English version will control.               (g)   The provisions of this Agreement are severable and if any one or more provisions  are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall  nevertheless be binding and enforceable.                   [The remainder of this page has been intentionally left blank]    ACTIVE 43288354v1                     7  





 






         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:                                   Name:___________________________    ACTIVE 43288354v1