EX-10.5



 Exhibit 10.5 

AMENDED AND RESTATED EMPLOYMENT AGREEMENT 

This Amended and Restated Employment Agreement (this “Agreement”), effective as of March 14, 2014, by
and between XPO Logistics, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and Mario A. Harik (“Employee”). 

WHEREAS, Employee and the Company are parties to that certain Employment Agreement, dated as of October 10, 2011 (the “Employment
Agreement”); and 
 WHEREAS, the Company and Employee wish to amend the terms of the Employment Agreement on the terms and
conditions set forth herein; 
 NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable
consideration, Employee and the Company agree as follows: 
 1. Term and Duties. (a) Term. The term of Employee’s
employment hereunder (the “Term”) shall begin on November 14, 2011 (the “Start Date”) and end on September 2, 2016. Notwithstanding the foregoing, the Term may be earlier terminated by either party in
accordance with the terms of Section 4 of this Agreement, and the Term shall automatically expire on the last day of the Term (the “Expiration Date”) without notice required by any party to the other. 

(b) Employment Duties. Employee shall report directly to the Chief Operating Officer of the Company (“COO”) or Chief
Financial Officer of the Company (“CFO”) with a dotted line to the Chief Executive Officer (“CEO”) of the Company. Employee shall perform such duties as assigned from time to time by the COO or the CFO, which may
include without limitation: (i) designing, implementing and maintaining a comprehensive information technology (“IT”) system across the Company; (ii) hiring and managing IT employees; (iii) integrating the IT systems
of any acquired businesses; and (iv) preparing recommendations and input regarding strategy, proposed acquisitions, business development and other operating and financial matters. 

(c) Title, Full Time Service and Other Activities. During the Term, Employee shall serve as the Chief Information Officer of the
Company and, excluding any periods of paid time-off or approved sick leave to which Employee is entitled, Employee shall devote his full working time, energy and attention to the performance of his duties and responsibilities hereunder and shall
faithfully and diligently endeavor to promote the business and best interests of the Company. During the Term, Employee may not, without the prior written consent of the CEO, directly or indirectly, operate, participate in the management, operations
or control of, or act as an employee, officer, consultant, partner, member, agent or representative of, any type of business or service other than as an employee and member of the Company. It shall not, however, be a violation of the foregoing
provisions of this Section 1(c) for Employee to (i) serve as an officer or director or otherwise participate in non-profit, educational, social welfare, religious and civic organizations or (ii) manage his personal, financial and
legal affairs, in each case so long as any such activities do not unreasonably interfere with the performance of his duties and responsibilities to the Company. 







 (d) Location. During the Term, Employee shall be based primarily in the Boston
metropolitan area or, in Employee’s discretion, the New York metropolitan area, with such travel as the performance of his duties to the Company may require. 

2. Compensation. (a) Base Salary. During the Term, the Company shall pay Employee, pursuant to the Company’s normal
and customary payroll procedures but not less frequently than monthly, a base salary at the rate of $300,000 per annum (the “Base Salary”). The Base Salary is subject to review annually throughout the Term by the Compensation
Committee of the Board (the “Compensation Committee”) in its sole discretion. 
 (b) Annual Bonus. As additional
compensation, Employee shall have the opportunity to earn a performance-based bonus (“Annual Bonus”) for each year during the Term of Employee’s employment commencing in the 2012 fiscal year targeted at 100% of the Base Salary
based upon Employee’s achievement of performance goals as determined by the Compensation Committee. The performance goals applicable to the Annual Bonus shall be based on one or more of the performance criteria set forth in
Section 6(e)(iv) of the Company’s 2011 Omnibus Incentive Compensation Plan (the “2011 Plan Performance Criteria”). Notwithstanding anything to the contrary contained herein and without limiting any other rights and
remedies of the Company (including as may be required by law), if Employee has engaged in fraud or other willful misconduct that contributes materially to any significant financial restatements or material loss to the Company or any of its
affiliates, the Company may, at any time up to six months after learning of such conduct, but in no event more than two years after Employee engages in such conduct, require repayment by Employee of any cash Annual Bonus (net of any taxes paid by
Employee on such payment) previously paid to Employee, or cancel any earned but unpaid Annual Bonus or adjust the future compensation of Employee in order to recover the amount by which any compensation paid to Employee exceeded the lower amount
that would have been payable after giving effect to the restated financial results or the material loss. 
 (c) Make-Whole Payment.
In order to compensate Employee for all benefits and payments that Employee forfeited when he ceased employment with his former employer, Employee shall receive cash payments equal to $200,000, $100,000 of which shall be payable on the Start Date
and $100,000 of which shall be payable on July 2, 2012, provided that Employee remains continuously employed by the Company on such dates. 

(d) Benefits. During the Term, Employee shall be eligible to participate in the benefit plans and programs of the Company that are
generally available to other members of the Company’s senior executive team, subject to the terms and conditions of such plans and programs. 

(e) Paid-Time Off. Employee shall be entitled to 10 days paid-time off and any holidays that are generally afforded to the
Company’s employees, in each case, per calendar year during the Term, prorated for the portion(s) of any partial calendar year during the Term. 

  
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 (f) Business Expenses. The Company shall provide Employee a Company-owned wireless
smartphone and Company-owned laptop computer during the Term and shall pay or reimburse Employee for all reasonable and necessary business expenses incurred in the performance of his duties to the Company during the Term upon the presentation of
appropriate statements of such expenses. 
 3. Equity Awards. (a) Grant. On or as promptly as practicable following the
Start Date, subject to approval by the Compensation Committee, Employee shall receive (i) 95,000 restricted stock units (“RSUs”) of the Company and (ii) options (“Options”) to purchase 135,000 shares of
the Company’s common stock (“Shares”), with an exercise price equal to the closing price per Share as reported by the NYSE Amex LLC on the date of grant, in each case, on the terms set forth below and on such other customary
terms and conditions as the Company may require. 
 (b) Vesting and Cancellation. The RSUs and Options shall initially be unvested
and, subject to Employee’s continued employment hereunder, shall vest, subject to Employee’s continued employment, in equal annual installments of 20% each beginning on September 2, 2012 and continuing for the next four anniversaries
thereof (each such date, a “Vesting Date”). 
 (c) Treatment upon Termination of Employment. All unvested RSUs and
Options referenced in this Section 3 shall be forfeited upon the termination of Employee’s employment with the Company for any reason other than (i) a termination by the Company without Cause or a termination by Employee for Good
Reason and (ii) a termination due to Employee’s death or Disability. In the event that Employee’s employment with the Company is terminated by the Company without Cause or by Employee for Good Reason, subject to the terms and
conditions of Section 5(d) of this Agreement, a portion of any unvested RSUs and Options referenced in this Section 3 outstanding as of the Date of Termination shall immediately vest as determined in accordance with the following sentence,
and the balance of such RSUs and Options referenced in this Section 3 shall immediately be forfeited upon the Date of Termination. For purposes of this Section 3(c), the portion of RSUs and Options that shall vest upon a termination
pursuant to Section 3(c)(i) of this Agreement shall be calculated by multiplying the number of outstanding and unvested RSUs and Options that would otherwise have vested on the next Vesting Date by a fraction, (x) the numerator of which
shall be the number of days that have elapsed between the Vesting Date immediately preceding the Date of Termination and the Date of Termination (or, if Employee’s employment is terminated before the first Vesting Date, between
September 2, 2011 and the Date of Termination), and (y) the denominator of which shall be 365. In the event that Employee’s employment hereunder terminates due to his death or Disability, all unvested RSUs and Options referenced in
this Section 3 shall automatically be 100% vested and, in the case of RSUs, be settled within 30 days following the Date of Termination. No amounts shall be payable by the Company at any time with respect to any unvested RSUs or Options. 

(d) Change of Control. Upon the occurrence of a Change of Control while Employee is still employed by the Company, all outstanding RSUs
and Options shall automatically be 100% vested and, in the case of RSUs, shall be settled within 10 days following the date of such Change of Control. For the purposes of this Agreement, the term “Change of Control” shall have the
meaning ascribed to it in the Company’s 2011 Omnibus Incentive Compensation Plan. 

  
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 4. Termination. Employee’s employment hereunder shall be terminated upon the earliest
to occur of any one of the following events (in which case the Term shall terminate as of the applicable Date of Termination): 

(a) Expiration of Term. Unless sooner terminated, Employee’s employment hereunder shall terminate automatically in
accordance with Section 1(a) of this Agreement on the Expiration Date, unless otherwise agreed by the parties, in which case employment will continue on an at-will basis or pursuant to the terms of any subsequent agreement between Employee and
the Company. 
 (b) Death. Employee’s employment hereunder shall terminate upon his death. 

(c) Cause. The Company may terminate Employee’s employment hereunder for Cause by written notice at any time. For
purposes of this Agreement, the term “Cause” shall mean Employee’s (i) willful misconduct or gross negligence in the performance of his duties hereunder or substantial failure or willful refusal to perform duties
reasonably assigned by the CEO, CFO, COO or the Board; (ii) commission of any fraud, embezzlement or theft, any act of material dishonesty that is injurious to the Company, or any deliberate misappropriation of money or other assets of the
Company; (iii) material breach of any term of this Agreement or any agreement governing any of the equity compensation referred to in Section 3 of this Agreement (the “Equity Compensation”), or material breach of his
fiduciary 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 his cooperation; and (vi) conviction of, or plea of nolo contendere to, a felony or any serious crime (other than vehicular misdemeanors punishable solely by fine);
provided that in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good
faith by the Board that, based on facts not actually known by the CEO or Board at the time of Employee’s termination, Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 4(c),
Employee’s employment shall, at the election of the Board at any time up to six months after learning such facts, but in no event more than two years after the occurrence of such facts, be deemed to have been terminated for Cause retroactively
to the date the events giving rise to Cause occurred. 
 (d) Without Cause. The Company may terminate Employee’s
employment hereunder without Cause by written notice at any time. 
 (e) Good Reason. Employee may terminate his
employment hereunder for Good Reason in accordance with the terms of this Section 4(e). For purposes of this Agreement, “Good Reason” shall mean, without first obtaining Employee’s written consent: (i) the Company
materially breaches the terms of this Agreement; (ii) the 

  
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Company diminishes Employee’s position and functional responsibilities in a material and negative manner, including a change in Employee’s title or, except as specifically permitted
hereunder, the person to whom Employee reports; (iii) the Company reduces the Base Salary or materially reduces the amount of paid vacation to which Employee is entitled or his fringe benefits or perquisites; (iv) the Company requires
Employee to be based in a location that is more than 50 miles from Employee’s initial work location (which shall be either the Boston metropolitan area or, in Employee’s discretion, the New York metropolitan area); or (v) the
Compensation Committee does not, within 60 days of the Start Date, approve the grant of RSUs and Options in accordance with Section 3(a) of this Agreement; provided that, the Company shall first be provided a 30-day cure period (the
“Cure Period”), following receipt of written notice setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason, to cease, and to cure, any conduct specified in such written notice;
provided further, that such notice shall be provided to the Company within 60 days of the occurrence of the conduct constituting Good Reason. If, at the end of the Cure Period, the circumstance that constitutes Good Reason has not been
remedied, Employee will be entitled to terminate employment for Good Reason during the 30-day period that follows the end of the Cure Period. If Employee does not terminate employment during such 30-day period, Employee will not be permitted to
terminate employment for Good Reason as a result of such event. If the Company disputes the existence of Good Reason, Employee shall have the burden of proof to establish that Good Reason does exist or that the circumstances that gave rise to Good
Reason have not been cured. 
 (f) Voluntarily Resignation. Employee may voluntarily terminate his employment
hereunder at any time upon at least 30 days’ advance written notice to the Company. 
 (g) Disability.
Employee’s employment hereunder shall terminate in the event of Employee’s Disability. For purposes of this Agreement, “Disability” shall mean a physical or mental impairment that can be expected to result in death or can
be expected to last for a continuous period of not less than six months, where such impairment causes Employee to be unable to perform the duties of his position of employment or any substantially similar position of employment, as determined by a
board-certified physician mutually agreeable to the Company and Employee, and the determination of such physician shall be binding upon Employee and the Company. 

(h) “Date of Termination” shall mean: (i) the scheduled expiration of the Term in the event of
termination of Employee’s employment pursuant to Section 4(a) of this Agreement; (ii) the date of Employee’s death in the event of termination of Employee’s employment pursuant to Section 4(b) of this Agreement;
(iii) the date of the Company’s delivery of a notice of termination to Employee or such later date as specified in such notice in the event of termination by the Company pursuant to Section 4(c) or 4(d) of this Agreement;
(iv) the 30th date following delivery of Employee’s notice to the Company of his resignation in accordance with Section 4(e) or 4(f) of this Agreement (or such earlier date as
selected by the Company provided that the Company continues to pay or provide to Employee the compensation and benefits specified under Sections 2 and 3 of this Agreement through such 30th date)
and (v) the date of a determination of Employee’s Disability in the event of a termination of Employee’s employment pursuant to Section 4(g) of this Agreement. 

  
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 5. Termination Payments. (a) General. Except as otherwise set forth in this
Section 5, following any termination of Employee’s employment hereunder, the obligations of the Company to pay or provide Employee with compensation and benefits under Section 2 of this Agreement shall cease, and the Company shall
have no further obligations to provide compensation or benefits to Employee hereunder except for payment of (i) any unpaid Base Salary accrued through the Date of Termination; (ii) any unused vacation accrued through the Date of
Termination, and (iii) any unpaid or unreimbursed obligations and expenses under Section 2(f) of this Agreement accrued or incurred through the Date of Termination (collectively items (a)(i) through (a)(iii) above, the “Accrued
Benefits”). The payments referred to in Sections 5(a)(i) and (ii) of this Agreement shall be paid within 30 days following the Date of Termination. The payments referred to in Section 5(a)(iii) of this Agreement shall be paid at
the times such amounts would otherwise be paid had Employee’s services hereunder not terminated. Upon termination of Employee’s employment for any reason, all unvested RSUs and Options shall be cancelled without payment therefor except as
otherwise specifically provided in Section 3(c) of this Agreement. The payments and benefits to be provided to Employee under Section 5(c) of this Agreement, if any, shall in all events be subject to the satisfaction of the conditions of
Section 5(d) of this Agreement. 
 (b) Automatic Expiration of the Term, Voluntary Resignation, or Cause. If Employee’s
employment is terminated pursuant to Section 4(a), 4(c) or 4(f) of this Agreement, the Company shall have no obligation to Employee other than with respect to the Accrued Benefits. 

(c) Death, Disability, Without Cause or for Good Reason. In the event of a termination by reason of Employee’s death or Disability
or in the event the Company terminates Employee’s employment hereunder without Cause or Employee resigns for Good Reason, Employee (or his estate) shall be entitled to: 

(i) the Accrued Benefits; 

(ii) a cash payment (the “Severance Payment”) equal to two times the Base Salary, as in effect on the Date of
Termination but for purposes of this Section 5(c)(ii) in no event shall the Base Salary be less than $300,000 (payable as set forth in Section 5(d) of this Agreement), plus any Annual Bonus that the Company has notified Employee in writing
that Employee has earned prior to the Date of Termination but is unpaid as of the Date of Termination, and, except in the case of a termination by reason of Employee’s death, medical and dental coverage for Employee and his covered eligible
dependents for a period of 12 months from the Date of Termination; provided that, in the event of a termination without Cause or for Good Reason, (x) any monies Employee earns from any other work, whether as an employee or as an independent
contractor, while Employee is receiving any Severance Payments, shall reduce, on a dollar-for-dollar basis, the amount that the Company is obligated to pay Employee under this Section 5(c)(ii) and (y) if Employee secures other employment,
any medical or dental benefits provided under this Section 5(c)(ii) shall cease as of the commencement of such employment; provided, 

  
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further, that, in the event of Employee’s termination of employment without Cause or by Employee for Good Reason within one year following a Change of Control, (1) the Severance Payment
shall be equal to three times the sum of (a) the Base Salary, as in effect on the Date of Termination (payable as set forth in Section 5(d) of this Agreement), and (b) the target Annual Bonus, as in effect on the Date of Termination
(payable as set forth in Section 5(d) of this Agreement), plus any Annual Bonus that the Company has notified Employee in writing that Employee has earned prior to the Date of Termination but that is unpaid as of the Date of Termination, and
(2) medical and dental coverage for Employee and his covered eligible dependents shall extend for a period of 36 months from the Date of Termination. For the purposes of this Agreement, the term “Change of Control” shall have
the meaning ascribed to it in the Company’s Amended and Restated 2011 Omnibus Incentive Compensation Plan; and 
 (iii)
accelerated vesting of any outstanding RSUs and Options to the extent set forth in Section 3(c) of this Agreement. 

(iv) Notwithstanding the foregoing, whenever compensation is payable to Employee hereunder as a result of a termination due to
Disability during or with respect to a time that such Disability would entitle Employee to severance, disability income or to salary continuation payments from the Company, as applicable, according to the terms of any plan now or hereafter provided
by the Company or according to any policy of the Company in effect at the time of such Disability, the compensation payable to Employee hereunder shall be reduced on a dollar-for-dollar basis by any such disability income or salary continuation and
shall not be in addition thereto. If disability income is payable directly to Employee by an insurance company under an insurance policy paid for by the Company, the compensation payable to Employee hereunder shall by reduced on a dollar-for-dollar
basis by the amounts paid to Employee by said insurance company and shall not be in addition thereto. 
 (d) Conditions Precedent and
Subsequent. The payments and benefits provided under Section 5(c) of this Agreement (other than the Accrued Benefits and other than in the event of termination by reason of Employee’s death or Disability) are subject to and conditioned
upon (i) Employee having provided, within 30 days after the Date of Termination (or such greater period as required by law), an irrevocable waiver and general release agreement in a form satisfactory to the Company that has become effective and
irrevocable in accordance with its terms and in no event later than the 60th day after the Date of Termination, and (ii) Employee’s compliance with Sections 6 and 7 of this Agreement. Employee shall, upon request by the Company, be
required to repay to the Company (net of any taxes paid by Employee on such payments), and the Company shall have no further obligation to pay, the Severance Payment in the event Employee receives, within four months after the occurrence of the
breach, written notice from the Company that, in the reasonable judgment of the CEO, Employee has materially breached his obligations under Section 6 or 7 of this Agreement; provided, however, that, in cases where cure is
possible, Employee shall first be provided a 15-day cure period to cease, and to cure, such conduct. The Severance Payment, if any, payable hereunder shall be paid in substantially equal installments over the 24-month period, following the Date of
Termination, consistent with the Company’s payroll practices, with the first installment to be paid within 15 days after the condition described in Section 5(d)(i) of this Agreement has been satisfied and


  
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with any installments that would otherwise have been paid prior to such date accumulated and paid in a lump sum on the first date on which payments are made in accordance with the terms of this
sentence. 
 (e) Forfeiture of Equity Compensation Awards. Notwithstanding anything to the contrary herein and without limiting any
rights and remedies available to the Company under the terms of this Agreement or otherwise available at, or required by, law or in equity, in the event the Company terminates Employee’s employment for Cause or if Employee violates the
restrictive covenants set forth in Sections 6 and 7 of this Agreement (other than the non-disparagement covenant set forth in Section 7(f) of this Agreement) or engages in fraud or willful misconduct that contributes materially to any
significant financial restatement or material loss to the Company or any of its affiliates, the Company may, (i) in the case of a termination for Cause, at any time up to six months after such termination, or (ii) in the case of a
violation of the restrictive covenants or engaging in fraud or willful misconduct, at any time up to six months after learning of such conduct, but in no event more than two years after Employee engages in such conduct, (x) terminate or cancel
any equity compensation awards granted to Employee by the Company (“Equity Awards”) that are unvested or vested and unexercised, (y) require Employee to forfeit or remit to the Company any amount payable, or the after-tax net
amount paid or received by Employee, in respect of any Equity Awards the vesting of which was accelerated upon termination of Employee’s employment for any reason and (z) require Employee to forfeit or remit to the Company any Shares (or
the equivalent value in cash) required to be held by Employee under the Company’s Stock Ownership Guidelines (subject to a maximum of four times the Base Salary, as in effect on the Date of Termination) and that were issued to Employee upon
vesting, settlement or exercise, as applicable, of any Equity Awards; provided, however, that, in cases where cure is possible, Employee shall first be provided a 15-day cure period to cease, and to cure, such conduct. 

6. Non-Solicitation. (a) During the Term and during the Restricted Period, Employee hereby agrees not to, directly or indirectly,
solicit or hire or assist any other person or entity in soliciting or hiring any employee of the Company, or any of its affiliates (the “Company Entities”), to perform services for any entity (other than a Company Entity) or attempt
to induce any such employee to leave the service of a Company Entity, or solicit, hire or engage on behalf of himself or any other person, any employee of a Company Entity, or anyone who was employed by a Company Entity, during the twelve-month
period preceding such hiring or engagement. “Restricted Period” means three years following termination of Employee’s employment for any reason. 

(b) During the Term and during the Restricted Period, Employee hereby agrees not to, directly or indirectly, solicit, encourage, advise or
influence any individuals, partnerships, corporations, professional associations or other business organizations that have a business relationship with any Company Entity during the Term or for one year thereafter (the “Company’s
Clients”) to discontinue or reduce the extent of the relationship between the Company Entities and the Company’s Clients or to obtain or seek products or services the same as or similar to the Company Entities from any other source not
affiliated with the Company Entities. The Company may, in its sole discretion and upon written request from Employee, grant Employee a written release from Employee’s obligations contained in this Section 6(b). 

  
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 7. Confidentiality; Non-Compete; Non-Disclosure; Non-Disparagement; Cooperation.
(a) Confidentiality. (i) Employee hereby agrees that, during the Term and thereafter, he will hold in strict confidence (except as required by applicable law after notice to the CEO) any Confidential Information related to any of
the Company Entities. For purposes of this Agreement, “Confidential Information” shall mean all confidential or proprietary information of any of the Company Entities (in whatever form), including, without limitation: any
information, observations and data concerning the business or affairs or operation of the Company Entities developed by Employee during the Term or which any Company Entity or any of their respective members, directors, officers, managers, partners,
employees, agents, advisors, attorneys, accountants, consultants, investment bankers, investment advisors or financing sources at any time furnishes or has furnished to Employee in connection with the business of any of the Company Entities; the
Company’s (and any of its respective affiliates’) investment methodologies or models, investment advisory contracts, fees and fee schedules or investment performance (“Track Records”); technical information or reports;
brand names, trademarks, formulas; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists; customer buying records and habits; product sales records and documents, and product
development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any
forms of compensation or other personnel-related information; contracts and supplier lists and any information relating to financial data, strategic business plans; information about any other third parties in respect of which any Company Entity has
a business relationship or owes a duty of confidentiality; and all notes, analyses, compilations, forecasts, studies or other documents prepared by Employee that contain or reflect any such information and, in each case, which is not known to the
public generally other than as a result of Employee’s breach of this Agreement. Without limiting the foregoing, Employee acknowledges and agrees that the Track Records shall not be the work of any one individual (including Employee) and are the
exclusive property of the Company and its affiliates, as applicable, and agrees that he shall in no event claim the Track Records as his own following termination of his employment with the Company. 

(ii) Except as expressly set forth otherwise in this Agreement (including, without limitation, pursuant to Section 8 of
this Agreement), Employee agrees that, prior to the date on which the Company publicly files this Agreement with the Securities and Exchange Commission, Employee shall not disclose the terms of this Agreement except to his immediate family and his
financial and legal advisors, or as may be required by law or ordered by a court. Employee further agrees that any disclosure to his financial and legal advisors will only be made after such advisors acknowledge and agree to maintain the
confidentiality of this Agreement and its terms. 
 (iii) Employee further agrees that he will not improperly use or disclose
any confidential information or trade secrets, if any, of any former employers of Employee or any other person to whom Employee has an obligation of confidentiality, and will not bring onto the premises of the Company or its affiliates any
unpublished documents or any property belonging to any such former employer or other person to whom Employee has an obligation of confidentiality unless consented to in writing by the former employer or such other person. 

  
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 (b) Non-Competition. Employee and the Company agree that Employee will occupy a high-level
and unique position of trust and confidence with the Company Entities and will have access to their Confidential Information, and that they would likely suffer significant harm from Employee’s competing with them during the Term and for some
period of time thereafter. Accordingly, Employee agrees that he will not, during the Term and during the Non-Compete Period, directly or indirectly become employed by, engage in business with, serve as an agent or consultant to, become an employee,
partner, member, principal, stockholder or other owner (other than a holder of less than 1% of the outstanding voting shares of any publicly held company) of, any Competitive Business, or otherwise perform services relating to the business of, or
otherwise compete with and within the Restricted Area, any of the Company Entities, or businesses they are actively considering, at the time of termination of Employee’s employment or during the one year prior to the Date of Termination (the
“Business”) for any Competitive Business (whether or not for compensation). For purposes of this Agreement, “Competitive Business” shall mean any individual, employeeship, corporation, limited liability company,
partnership, unincorporated organization, trust, joint venture or other entity (i) that engages in, or is actively considering engaging in during the Term or during the one year following the Date of Termination, acquisition related or mergers
and acquisition activities related to the transportation or third-party logistics industry, including, without limitation, researching, analyzing and evaluating companies for possible investment in or acquisition of, for itself or clients, or
(ii) that engages in, or is actively considering engaging in during the Term or during the one year following the Date of Termination, the Business, including, without limitation, any providers of third-party logistics services, including,
without limitation, freight brokerage, freight forwarding, expediting, internet load boards or intermodal providers, or firms such as CH Robinson, Expeditors International of Washington, Inc., Echo Global Logistics Inc., Roadrunner Transportation
Systems, TransCore, Internet Truckstop LLC and Hub Group Inc.; provided; however, that clause (i) of this definition shall have no further force and effect as of the date that is one year following a Change in Control.
Notwithstanding the foregoing, a Competitive Business shall not include the IT department of Goldman Sachs to the extent that any services performed by Employee for the IT department of Goldman Sachs shall in no way relate, directly or indirectly,
to the Business. The Company may, in its sole discretion and upon written request from Employee, grant Employee a written release from Employee’s obligations contained in this Section 7(b). “Non-Compete Period” means
(x) one year following termination of Employee’s employment by the Company without Cause or by Employee for Good Reason and (y) three years following termination of Employee’s employment for any reason not covered by clause
(x) of this definition. “Restricted Area” means Canada, Mexico, and any State of the United States, and any other country in which the Company or any Company Entity does business or any other country in which any Company client
is located, during the Term or the Non-Compete Period. 
 (c) Extended Non-Competition. In the event that Employee’s employment
with the Company is terminated by the Company without Cause or by Employee for Good Reason, the Company shall have the right to extend the Non-Compete Period for up to two additional 12-month periods (each, an “Extended Non-Compete
Period”) beyond the completion of the Non-Compete Period. If the Company elects to extend the Non-Compete Period or the Extended Non-Compete Period, it will notify Employee in writing of such fact not later than the 90th day prior to the
expiration of the Non-Compete Period or the then-current Extended Non-Compete Period, as applicable. By signing this Agreement, Employee agrees to accept and abide by the Company’s election. If the Company elects to extend the Non-Compete
Period, Employee 

  
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agrees that, during any Extended Non-Compete Period, Employee shall be bound by the restrictions set forth in Section 7(b) in the same manner applicable during the Non-Compete Period, and
the Company agrees to pay Employee subject to Section 5(d) of this Agreement during each month of the Extended Non-Compete Period, an amount equal to his monthly Base Salary as in effect on the Date of Termination (but for purposes of this
Section 7(c) in no event shall the monthly Base Salary be less than $25,000). Payment for any partial month will be prorated. Payment of Employee’s Base Salary during the Extended Non-Compete Period will be made pursuant to the
Company’s normal and customary payroll procedures. If the Company elects to extend the Non-Compete Period or the Extended Non-Compete Period, any monies Employee earns from any other work during such periods, whether as an employee or as an
independent contractor, will reduce, dollar for dollar, the amount that the Company is obligated to pay Employee under this Section 7(c). Payments made by the Company under this Section 7(c) are made solely for the extension of the
non-compete covenant and do not render Employee either an employee of, or a consultant to, the Company. 
 (d) Competitive
Opportunity. If, at any time during the Term, Employee (i) acquires knowledge of a potential investment, investment opportunity or business venture which may be an appropriate investment by the Company, or in which the Company could
otherwise have an interest or expectancy (a “Competitive Opportunity”), or (ii) otherwise is then exploiting any Competitive Opportunity, Employee shall promptly bring such Competitive Opportunity to the Company. In such event,
Employee shall not have the right to hold any such Competitive Opportunity for his (and his agents’, employees’ or affiliates’) own account and benefit or to recommend, assign or otherwise transfer or deal in such Competitive
Opportunity with persons other than the Company. 
 (e) Return of Company Property. All documents, data, recordings, or other
property, including, without limitation, smartphones, computers and other business equipment, whether tangible or intangible, including all information stored in electronic form, obtained or prepared by or for Employee and utilized by Employee in
the course of his employment with the Company shall remain the exclusive property of the Company and Employee shall return all copies of such property upon any termination of his employment and as otherwise requested by the Company during the Term.

 (f) Non-Disparagement. Employee hereby agrees not to defame or disparage any of the Company Entities or any of its officers,
directors, members, partners or employees (collectively, the “Company Parties”), and, during the Term and for a period of three years following termination of Employee’s employment for any reason, to cooperate with the Company
upon reasonable request, in refuting any defamatory or disparaging remarks by any third party made in respect of any of the Company Parties. Employee shall not, directly or indirectly, make (or cause to be made) any comment or statement, oral or
written, including, without limitation, in the media or to the press or to any individual or entity, that could reasonably be expected to adversely affect the reputation of any of the Company Parties or the conduct of its, his or their business.

 (g) Cooperation. During the Term and thereafter (including, without limitation, following the Date of Termination), Employee
shall, upon reasonable notice and without the necessity of any Company Entity obtaining a subpoena or court order, provide Employee’s 

  
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reasonable cooperation in connection with any suit, action or proceeding (or any appeal from any suit, action or proceeding), and any investigation and/or defense of any claims asserted against
any Company Entity that relates to events occurring during Employee’s employment with any Company Entity as to which Employee may have relevant information (including furnishing relevant information and materials to the relevant Company Entity
or its designee and/or providing testimony at depositions and at trial), provided that the Company shall reimburse Employee for expenses reasonably incurred in connection with any such cooperation occurring after the termination of Employee’s
employment and provided that any such cooperation occurring after the Date of Termination shall be scheduled to the extent reasonably practicable so as not to unreasonably interfere with Employee’s business or personal affairs. 

8. Notification of Subsequent Employer. Employee hereby agrees that, prior to accepting employment with any other person during any
period during which Employee remains subject to any of the covenants set forth in Section 6, 7(b) or 7(c), Employee shall provide such prospective employer with written notice of such provisions of this Agreement, with a copy of such notice
delivered simultaneously to the Company. 
 9. Injunctive Relief. Employee acknowledges that it is impossible to measure in money the
damages that will accrue to the Company Parties in the event that Employee breaches any of the restrictive covenants provided in Sections 6 and 7 of this Agreement. In the event that Employee breaches any such restrictive covenant, the Company
Parties shall be entitled to an injunction restraining Employee from violating such restrictive covenant (without posting any bond). If any of the Company Parties shall institute any action or proceeding to enforce any such restrictive covenant,
Employee hereby waives the claim or defense that such Company Party has an adequate remedy at law and agrees not to assert in any such action or proceeding the claim or defense that there is an adequate remedy at law. The foregoing shall not
prejudice the Company’s right to require Employee to account for and pay over to the Company, and Employee hereby agrees to account for and pay over, the compensation, profits, monies, accruals or other benefits derived or received by Employee
as a result of any transaction constituting a breach of any of the restrictive covenants provided in Sections 6 and 7 of this Agreement or to seek any other relief to which it may be entitled. 

10. Miscellaneous. (a) Notices. Any notice or other communication required or permitted under this Agreement shall be
effective only if it is in writing and shall be deemed to be given when delivered personally, or four days after it is mailed by registered or certified mail, postage prepaid, return receipt requested or one day after it is sent by overnight courier
service via UPS or FedEx and, in each case, addressed as follows (or if it is sent through any other method agreed upon by the parties): 

If to the Company: 
 XPO
Logistics, Inc. 
 Five Greenwich Office Park 

Greenwich, CT 06831 
 Attention:
General Counsel 

  
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 If to Employee: 

During the Term, to his principal office at the Company, and after the Term, to his principal residence as listed in the records of the
Company. 
 with a copy in either case to: 

Hughey Business Law 
 2801 Oakland
Avenue 
 Nashville, TN 37212 

Attention: Derek Hughey, Esq. 

Email: derek@hugheybusinesslaw.com 
 or to
such other address as any party may designate by notice to the others. 
 (b) Entire Agreement. This Agreement shall constitute the
entire agreement and understanding among the parties hereto with respect to Employee’s employment hereunder and supersedes and is in full substitution for any and all prior understandings or agreements (whether written or oral) with respect to
Employee’s employment. The Company does not make and has not made, and Employee does not rely and has not relied on any statement, omission, representation or warranty, written or oral, of any kind or nature whatsoever, regarding the Company or
the Equity Compensation, including, without limitation, its or their present, future, prospective or potential value, worth, prospects, performance, soundness, profit or loss potential, or any other matter or thing whatsoever relating to whether
Employee should purchase or accept any Equity Compensation and/or the consideration therefor. 
 (c) Amendment; No Waiver. Except as
expressly set forth otherwise in this Agreement (including, without limitation, pursuant to Sections 10(l)(iv) and 10(m) of this Agreement), this Agreement may be amended only by an instrument in writing signed by the parties, and the application of
any provision hereof may be waived only by an instrument in writing that specifically identifies the provision whose application is being waived and that is signed by the party against whom or which enforcement of such waiver is sought. The failure
of any party at any time to insist upon strict adherence to any provision hereof shall in no way affect the full right to insist upon strict adherence at any time thereafter, nor shall the waiver by any party of a breach of any provision hereof be
taken or held to be a waiver of any succeeding breach of such provision or a waiver of the provision itself or a waiver of any other provision of this Agreement. No failure or delay by either party in exercising any right or power hereunder will
operate as a waiver thereof, nor will any single or partial exercise of any such right or power, or any abandonment of any steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or
power. Termination of this Agreement shall not relieve any party of liability for any breach of this Agreement occurring prior to such termination. 

(d) No Construction Against Drafter. The parties acknowledge and agree that each party has reviewed and negotiated the terms and
provisions of this Agreement and has had the opportunity to contribute to its revision. Accordingly, any rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this
Agreement. 

  
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 (e) Employee Representations and Acknowledgements. Employee represents, warrants and
covenants that as of the date hereof: (i) he has the full right, authority and capacity to enter into this Agreement, (ii) he is ready, willing and able to perform his obligations hereunder and, to his knowledge, no reason exists that
would prevent him from performing his obligations hereunder, (iii) he is not bound by any agreement that conflicts with or prevents or restricts the full performance of his duties and obligations to the Company hereunder during or after the
Term and (iv) the execution and delivery of this Agreement shall not result in any breach or violation of, or a default under, any existing obligation, commitment or agreement to which Employee is subject. Employee acknowledges and agrees that
nothing in this Agreement shall (x) entitle Employee to any compensation or other interest in respect of any activity of Jacobs Private Equity, LLC, a Delaware limited liability company (“JPE”) or Bradley S. Jacobs other than
with respect to the Company; (y) restrict or prohibit the Company, Bradley S. Jacobs or any of his affiliates from having business interests and engaging in business activities in addition to those relating to the Company; or (z) restrict
the investments which the Company, Bradley S. Jacobs or JPE or any of his or its affiliates may make, regardless of whether such investment opportunity or investment may be deemed to be a Competitive Opportunity. Employee acknowledges that he has
carefully read this Agreement and has given careful consideration to the restraints imposed upon Employee by this Agreement, and is in full accord as to the necessity of such restraints for the reasonable and proper protection of the Confidential
Information, business strategies, employee and customer relationships and goodwill of the Company Entities now existing or to be developed in the future. Employee expressly acknowledges and agrees that each and every restraint imposed by this
Agreement is reasonable with respect to subject matter, industry scope, time period and geographic area. Employee agrees to comply with each of the covenants contained in Sections 6 and 7 of this Agreement in accordance with their terms, and
Employee shall not, and hereby agrees to waive and release any right or claim to, challenge the reasonableness, validity or enforceability of any of the covenants contained in Sections 6 and 7 of this Agreement. Employee further acknowledges that
although Employee’s compliance with the covenants contained in Sections 6 and 7 of this Agreement may prevent Employee from earning a livelihood in a business similar to the business of the Company Entities, Employee’s experience and
capabilities are such that Employee has other opportunities to earn a livelihood and adequate means of support for Employee and Employee’s dependents. Employee acknowledges that the Company has advised him that it is in his best interest to
consult with an attorney prior to executing this Agreement. 
 (f) Survival. Employee’s obligations under Sections 6 and 7 of
this Agreement shall remain in full force and effect for the entire period provided therein notwithstanding any termination of employment or other expiration of the Term or termination of this Agreement. The terms and conditions of Sections 5, 6, 7,
8 and 9 of this Agreement shall survive the Term and termination of Employee’s employment. 
 (g) Assignment. This Agreement is
binding on and is for the benefit of the parties hereto and their respective successors, assigns, heirs, executors, administrators and other legal representatives. This Agreement is personal to Employee; and neither this Agreement nor any right or
obligation hereunder may be assigned by Employee without the prior written consent of the Company (or except by will or the laws of descent and distribution), and any purported assignment in violation of this Section 10(g) shall be void. 

  
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 (h) Severability. If any provision of this Agreement or the application thereof is held
invalid, the invalidity shall not affect other provisions or applications of this Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable. If
any term or provision of this Agreement is invalid, illegal or incapable of being enforced by any applicable law or public policy, all other conditions and provisions of this Agreement shall nonetheless remain in full force and effect so long as the
economic and legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse; provided, however, that in the event of a final, non-reviewable, non-appealable determination that any
provision of Section 6 or 7 of this Agreement (whether in whole or in part) is void or constitutes an unreasonable restriction against Employee, such provision shall not be rendered void but shall be deemed to be modified to the minimum extent
necessary to make such provision enforceable for the longest duration and the greatest scope as may constitute a reasonable restriction under the circumstances. Subject to the foregoing, upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the
transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible. 
 (i) Tax Withholding.
The Company may withhold from any amounts payable to Employee hereunder all federal, state, city, foreign or other taxes that the Company may reasonably determine are required to be withheld pursuant to any applicable law or regulation (it being
understood that Employee shall be responsible for payment of all taxes in respect of the payments and benefits provided herein). 
 (j)
Cooperation Regarding Equity Compensation. Employee expressly agrees that he shall execute such other documents as reasonably requested by the Company to effect the terms of this Agreement and the issuance of the Equity Compensation as
contemplated hereunder in compliance with applicable law. 
 (k) Governing Law; Arbitration; Consent to Jurisdiction; Waiver of Jury
Trial. (i) This Agreement shall be governed by and construed in accordance with its express terms, and otherwise in accordance with the laws of the State of New York without reference to its principles of conflicts of law. 

(ii) Any claim initiated by Employee arising out of or relating to this Agreement, or the breach thereof, or Employee’s
employment, or the termination thereof, shall be resolved by binding arbitration before a single arbitrator in the City, County and State of New York administered by the American Arbitration Association in accordance with its Commercial Arbitration
Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. 
 (iii)
Any claim initiated by the Company arising out of or relating to this Agreement, or the breach thereof, or Employee’s employment, or the termination thereof, shall, at the election of the Company be resolved in accordance with
Section 10(k)(ii) or (iv) of this Agreement. 

  
 15 








 (iv) Employee hereby irrevocably submits to the jurisdiction of any state or
federal court located in the City, County and State of New York; provided, however, that nothing herein shall preclude the Company from bringing any suit, action or proceeding in any other court for the purposes of enforcing the
provisions of this Section 10(k) or enforcing any judgment or award obtained by the Company. Employee waives, to the fullest extent permitted by applicable law, any objection which he now or hereafter has to personal jurisdiction or to the
laying of venue of any such suit, action or proceeding brought in an applicable court described in this Section 10(k)(iv), and agrees that he shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave
from any court. Employee agrees that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action or proceeding brought in any applicable court described in this Section 10(k)(iv) shall be
conclusive and binding upon Employee and may be enforced in any other jurisdiction. EMPLOYEE EXPRESSLY AND KNOWINGLY WAIVES ANY RIGHT TO A JURY TRIAL IN THE EVENT THAT ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH THEREOF, OR
EMPLOYEE’S EMPLOYMENT, OR THE TERMINATION THEREOF, IS LITIGATED OR HEARD IN ANY COURT. 
 (v) The prevailing party shall
be entitled to recover all legal fees and costs (including reasonable attorney’s fees and the fees of experts) from the losing party in connection with any claim arising under this Agreement or Employee’s employment hereunder. 

(l) Section 409A. (i) It is intended that the provisions of this Agreement comply with Section 409A, and all provisions
of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. 

(ii) Neither Employee nor any of his creditors or beneficiaries shall have the right to subject any deferred compensation
(within the meaning of Section 409A) payable under this Agreement or under any other plan, policy, arrangement or agreement of or with the Company or any of its affiliates (this Agreement and such other plans, policies, arrangements and
agreements, the “Company Plans”) 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 Employee or for Employee’s benefit under any Company Plan may not be reduced by, or offset against, any amount owing by Employee to the Company or any of its affiliates. 

(iii) If, at the time of Employee’s separation from service (within the meaning of Section 409A), (i) Employee
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 under a
Company Plan constitutes deferred compensation (within the meaning of 

  
 16 








 
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 (or its affiliate, as applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it on the first business day after such six-month period. 

(iv) Notwithstanding any provision of this Agreement or any Company Plan 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 any Company Plan as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any
case, Employee is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on Employee or for Employee’s account in connection with any Company Plan (including any taxes and penalties under
Section 409A), and neither the Company nor any affiliate shall have any obligation to indemnify or otherwise hold Employee harmless from any or all of such taxes or penalties. 

(v) For purposes of Section 409A, each payment hereunder will be deemed to be a separate payment as permitted under
Treasury Regulation Section 1.409A-2(b)(2)(iii). 
 (vi) Except as specifically permitted by Section 409A, any
benefits and reimbursements provided to Employee under this Agreement during any calendar year shall not affect any benefits and reimbursements to be provided to Employee under this Agreement in any other calendar year, and the right to such
benefits and reimbursements cannot be liquidated or exchanged for any other benefit. Furthermore, reimbursement payments shall be made to Employee as soon as practicable following the date that the applicable expense is incurred, but in no event
later than the last day of the calendar year following the calendar year in which the underlying expense is incurred. 
 (m)
Section 105(h). Notwithstanding any provision of this Agreement to the contrary, to the extent necessary to satisfy Section 105(h) of the Code, the Company will be permitted to alter the manner in which medical benefits are provided
to Employee following termination of Employee’s employment, provided that the after-tax cost to Employee of such benefits shall not be greater than the cost applicable to similarly situated executives of the Company who have not terminated
employment. 
 (n) Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original,
but all of which shall constitute one and the same instrument. Signatures delivered by facsimile or electronic means (including by “pdf”) shall be deemed effective for all purposes. 

(o) Headings. The headings in this Agreement are inserted for convenience of reference only and shall not be a part of or control or
affect the meaning of any provision hereof. 

  
 17 








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

					
	XPO LOGISTICS, INC.
			
		 	by	 	 /s/ Bradley S. Jacobs

		 	Name:	 	Bradley S. Jacobs
		 	Title:	 	Chief Executive Officer
			
		 		 	 /s/ Mario A. Harik

		 		 	MARIO A. HARIK



  
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