Modifications to Terms of Employment



 Exhibit 10.28 
 Modification to Terms of Employment for Randall T. Strutz 

December 30, 2012 
 Dear
Randy, 
 To ensure continued compliance with Section 409A of the Internal Revenue Code, the following will modify your
Employment Agreement dated March 12, 2010 (the “Employment Agreement”) with Quality Distribution, Inc. (the “Company”) as follows, effective as of the date hereof: 

 

	1.	Subsection 4.2.2 is amended by deleting the last sentence thereof and by substituting the following: 


Such annual cash bonus shall be paid in the year following the year in which the Termination Date occurs and at the same time such annual
cash bonuses are normally paid to similarly situated employees of the Company. 
 2. Subsection 4.2.3 is amended substituting the following for
paragraph (i) thereof and by deleting the last sentence thereof: 
 (i) an annual cash bonus at target prorated from the
first day of such fiscal year through the Termination Date to be paid in the year following the year in which the Termination Date occurs and at the same time annual cash bonuses are normally paid to similarly situated employees of the Company;

  

	3.	A new subsection 4.3.2 shall be added to Section 4.3 as follows: 


4.3.2 The payments and benefits set forth in Section 4.2.3 shall be made or begin, as applicable, within the
45-day period immediately following the Termination Date, provided that Employee has delivered an executed copy of the general release agreement described above and the seven (7) day statutory period during which Employee may revoke such
general release agreement has expired before such 45th
day. If such 45-day period begins in one calendar year and ends in another, then any payments or benefits that are subject to Internal Revenue Code Section 409A (“Section 409A”) shall be made or provided in the later calendar year.

  

	4.	A new Section 20 shall be added to the end of the Employment Agreement as follows: 


20. Section 409A. 
 This Agreement shall be interpreted, administered and construed to reflect the intent of the parties that all aspects of the Agreement shall, to the extent subject to Section 409A, comply with
Section 409A and any regulations and other binding guidance thereunder and to avoid any adverse tax result thereunder. All payments under this Agreement are deemed to be a separate payment for purposes of Section 409A of the Code, and the
right to a series of installment payments shall be treated as the right to a series of separate payments. If, and only if required by law, the Company shall not pay any amount or provide any benefit under Section 4.2 until the first day of the
seventh (7th) month following the Termination Date,
at which time all payments 







 
that would have otherwise been made since the Termination Date shall be made. Neither the Company nor any of its Affiliates makes or has made any representation, warranty, or guarantee of any
federal, state, or local tax consequences with respect to the entitlement or receipt of any benefit or payment hereunder, including but not limited to, under Section 409A of the Code, and Employee is solely responsible for all taxes, penalties
and interest that may result from his receipt of the amounts payable under this Agreement. 
 The Company requests your
signature below and your subsequent delivery of this letter agreement to the Company to evidence confirmation of your understanding of, and agreement to, the above-described changes to the terms of your employment as of December 30, 2012.

  

			
	QUALITY DISTRIBUTION, INC.
		
	By:	 	/s/ Gary R. Enzor
		 	 Gary R. Enzor
 Chief
Executive Officer


 Agreed to and accepted as of the date first written above. 

 

			
	By:	 	/s/ Randall T. Strutz
		 	Randall T. Strutz