QUALITY DISTRIBUTION, INC. KEY EMPLOYEE DEFERRED COMPENSATION PLAN

Exhibit 10.23

QUALITY DISTRIBUTION, INC.

KEY EMPLOYEE DEFERRED COMPENSATION PLAN

AMENDED AND RESTATED

EFFECTIVE

AS OF

JANUARY 1, 2009

QUALITY DISTRIBUTION, INC.

KEY EMPLOYEE DEFERRED COMPENSATION PLAN

AMENDED AND RESTATED

EFFECTIVE

AS OF

JANUARY 1, 2009

QUALITY DISTRIBUTION, INC.

KEY EMPLOYEE DEFERRED COMPENSATION PLAN

AMENDED AND RESTATED

EFFECTIVE

AS OF

JANUARY 1, 2009

PURPOSE

Quality Distribution, Inc. (the “Company”) previously established the Quality Distribution, Inc. Key Employee Deferred Compensation Plan (the “Plan”), effective January 1, 2005, for a select group of management or highly compensated employees of the Company and its Related Employers to provide such employees of the Company and its Related Employers with the opportunity to defer the receipt of compensation. The Company has determined it would be in the best interests of the Participants to amend and restate the Plan effective as of January 1, 2009 to comply with Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). The Plan is intended to be an unfunded plan within the meaning of the Employee Retirement Income Security Act of 1974 (“ERISA”) and the Internal Revenue Code of 1986, as amended.

ARTICLE I

Definitions

(a) “ Account ” or “ Accounts ” shall mean a Participant’s Deferred Compensation Account and/or Employer Contribution Account described in Article V.

(b) “ Affiliate ” shall mean with respect to the Company, any corporation other than such Company that is a member of a controlled group of corporations, within the meaning of Section 414(b) of the Code, of which such Company is a member; all other trades or businesses (whether or not incorporated) under common control, within the meaning of Section 414(c) of the Code, with such Company.

(c) “ Beneficiary shall mean the person or persons designated by the Participant made on a form prescribed by and filed with the Plan Administrator, and may be changed at any time by filing a new form with the Plan Administrator. If the Participant has designated no Beneficiary, or if no Beneficiary that he has designated survives him, then such unpaid amounts shall be paid to his estate. In the event of any dispute as to the entitlement of any Beneficiary, the Plan Administrator’s determination shall be final, and the Plan Administrator may withhold any payment until such dispute has been resolved.

(d) “ Code ” shall mean the Internal Revenue Code of 1986, as amended.

(e) “ Company ” shall mean Quality Distribution, Inc. and its successors.

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(f) “ Deferred Compensation Account ” shall mean the bookkeeping account established pursuant to Article V to reflect a Participant’s deferred compensation.

(g) “ Employer Contribution Account ” shall mean the bookkeeping account established pursuant to Article V to reflect employer contributions credited on behalf of a Participant.

(h) “ Normal Retirement Date ” shall mean the later of the date of Participant attains age 65 or completes ten years of participation in the Plan.

(i) “ Participant ” shall mean any employee of the Company or a Related Employer who is covered by this Plan as provided in Article III.

(j) “ Performance Based Compensation ” shall mean compensation where the amount of, or entitlement to, the compensation is contingent on the satisfaction of preestablished organizational or individual performance criteria relating to a performance period of at least 12 months in which the Participant performs services. Organizational or individual performance criteria are considered preestablished if established, in writing, by not later than 90 days after the commencement of the period of service to which the criteria relates, provided that the outcome is substantially uncertain at the time the criteria are established. Performance Based Compensation may include payments based on performance criteria that are not approved by a compensation committee of the Board of Directors, or by the shareholders or members of the Company. Notwithstanding any provisions above to the contrary, Performance Based Compensation does not include any amount or portion of any amount that shall be paid either regardless of performance, or based upon the level of performance that is substantially certain to be met at the time the criteria is established.

(k) “ Plan ” shall mean the Quality Distribution, Inc. Key Employee Deferred Compensation Plan hereby created and as it may be amended from time to time.

(l) “ Plan Administrator ” shall mean the Company.

(m) “ Plan Year ” shall mean the 12–month period ending on December 31.

(n) “ Related Employer ” shall mean a subsidiary or Affiliate of the Company that the Company, in its sole discretion, allows to participate in the Plan.

(o) “ Separation from Service ” shall mean the Participant’s termination of employment with the employer within the meaning of Section 409A(a)(2)(A)(i) of the Code and the default rules of Treasury Regulations Section 1.409A-1(h). For this purpose, the “ employer ” is the Company and every entity or other person which collectively with the Company constitutes a single service recipient (as that term is defined in Treasury Regulations Sections 1.409A-1(g)) as the result of the application of the rules of Treasury Regulations Sections 1.409A-1(h)(3); provided that an 80% standard (in lieu of the default 50% standard) shall be used for purposes of determining the service recipient/employer for this purpose.

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(p) “ Service Recipient ” means the Company or an affiliate of the Company for which the Employee performs services and any affiliates of the Company or a subsidiary of the Company that are required to be considered a single employer under Sections 414(b) and 414(c) of the Code.

(q) “ Specified Employee ” means a key employee of the Service Recipient within the meaning of Section 409A(a)(2)(B)(i) of the Code and Treasury Regulations Section 1.409A-1(i), as determined in accordance with the procedures adopted by the Company that are then in effect, or, if no such procedures are then in effect, in accordance with the default procedures set forth in Treasury Regulations Section 1.409A-1(i).

(r) “ Unforeseen Emergency ” shall mean a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary, or the Participant’s dependent (as defined in Code Section 152, without regard to Code Sections 152(b)(1), (b)(2), and (d)(1)(B)); loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance); or other similar extraordinary and unforeseeable circumstances arising from the events beyond the control of the Participant. The need to pay for medical expenses, including nonrefundable deductibles, as well as for the cost of prescription drug medication may constitute an Unforeseen Emergency. The need to pay for the funeral expenses of a spouse, a Beneficiary, or a dependent (as defined in Code Section 152, without regard to Code Sections 152(b)(1), (b)(2), and (d)(1)(B)) may also constitute an Unforeseen Emergency. Except as otherwise provided in this paragraph, the purchase of a home and payment of college tuition are not Unforeseen Emergencies.

(s) “ Year of Participation ” shall be credited for each full calendar year of participation in the Plan by a Participant. Notwithstanding the foregoing, a Participant will be credited with a Year of Participation for the first year in which he commences participation in the Plan regardless of when the Participant actually commences participation.

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ARTICLE II

Administration

(a) Plan Administrator .

(1) The Plan Administrator shall have complete control and discretion to manage the operation and administration of the Plan. Not in limitation, but in amplification of the foregoing, the Plan Administrator shall have the following powers:

(A) To determine all questions relating to the eligibility of employees to participate or continue to participate;

(B) To maintain all records and books of account necessary for the administration of the Plan;

(C) To interpret the provisions of the Plan and to make and to publish such interpretive or procedural rules as are not inconsistent with the Plan and applicable law;

(D) To compute, certify and arrange for the payment of benefits to which any Participant or Beneficiary is entitled;

(E) To process claims for benefits under the Plan by Participants or beneficiaries;

(F) To engage consultants and professionals to assist the Plan Administrator in carrying out its duties under this Plan; and

(G) To develop and maintain such instruments as may be deemed necessary from time to time by the Plan Administrator to facilitate payment of benefits under the Plan.

(2) The Plan Administrator may designate a committee to assist the Plan Administrator in the administration of the Plan and perform the duties required of the Plan Administrator hereunder.

(b) Plan Administrator’s Authority . The Plan Administrator may consult with Company officers, legal and financial advisers to the Company and others, but nevertheless the Plan Administrator shall have the full authority and discretion to act, and the Plan Administrator’s actions shall be final and conclusive on all parties.

(c) Claims and Appeal Procedure for Denial of Benefits . The Participant or a Beneficiary (the “Claimant”) may file with the Plan Administrator a written claim for benefits if the Participant or Beneficiary determines the distribution procedures of the Plan have not provided him his proper interest in the Plan. The Plan Administrator must render a decision on the claim within a reasonable period of time of the Claimant’s written claim for benefits. The Plan Administrator must provide adequate notice in

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writing to the Claimant whose claim for benefits under the Plan the Plan Administrator has denied. Notice must be provided to the Claimant within a reasonable period of time, but not later than 90 days (45 days in the case of a claim for disability benefits) after the receipt of a claim. If the Plan Administrator determines the additional time is needed, written notice will be forwarded to the Participant prior to the expiration of the 90-day period (45 days in the case of a claim for disability benefits). The extension will not exceed 90 days (30 days in the case of a claim for disability benefits) from the end of the initial period. The Plan Administrator’s notice to the Claimant must set forth:

(1) The specific reason for the denial;

(2) Specific references to pertinent Plan provisions on which the Plan Administrator based its denial;

(3) A description of any additional material and information needed for the Claimant to perfect his claim and an explanation of why the material or information is needed;

(4) Appropriate information as to the steps to be taken if the Claimant wants to submit the claim for review; and

(5) In the case of disability benefits, where disability is determined by a physician appointed by the Plan Administrator, the specific basis for the determination of the physician.

Any appeal the Claimant wishes to make of an adverse determination must be made in writing to the Plan Administrator within sixty (60) days (or 180 days in the case of a claim for disability benefits where the disability is determined by a physician chosen by the Plan Administrator) after receipt of the Plan Administrator’s notice of denial of benefits. The Plan Administrator’s notice must further advise the Claimant that his failure to appeal the action to the Plan Administrator in writing will render the Plan Administrator’s determination final, binding and conclusive. The Plan Administrator’s notice of denial of benefits must identify the name and address of the Plan Administrator to whom the Claimant may forward his appeal.

If the Claimant should appeal to the Plan Administrator, he, or his duly authorized representative, must submit, in writing, whatever issues and comments he, or his duly authorized representative, believes are pertinent. The Claimant, or his duly authorized representative, may review pertinent Plan documents free of charge. The Plan Administrator will re-examine all facts related to the appeal and make a final determination as to whether the denial of benefits is justified under the circumstances. The Plan Administrator must advise the Claimant of its decision within 60 days following (45 days in the case of a claim for disability benefits) the Claimant’s written request for review. If the Plan Administrator determines the additional time is needed, written notice will be forwarded to the Participant prior to the expiration of the 60-day period. The extension will not exceed 60 days (45 days in the case of a claim for disability benefits) from the end of the initial period.

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ARTICLE III

Eligibility

(a) Eligibility . The Company or a Related Employer, in its sole discretion, shall determine those employees of the Company or a Related Employer eligible to participate in the Plan. Accordingly, an employee of the Company or a Related Employer who, in the opinion of the Plan