Exhibit 10.3
NON-UNION EMPLOYEE OPTION
PLAN
December 30, 2008
The following describes the
Non-Union Employee Option Plan (the “Plan”) of YRC
Worldwide Inc. (the “Company”):
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1.
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The Company
will grant options to purchase the Company’s common stock
(“options”) to all U.S. and Canadian non-union
employees of the Company and its subsidiaries who are classified as
full-time (the “Qualifying Employees”, but excluding
employees who participate in the Company’s LTIP).
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2.
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The maximum
number of options will be options to purchase 5,269,577 shares of
the Company’s common stock. The options shall be granted as
of the Effective Date.
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3.
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“Effective Date” means
January 2, 2009.
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4.
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The number of
options granted on the Effective Date to each Qualifying Employee
in a grade level shall be the number set forth beside each grade
level in Exhibit A . Each Qualifying Employee shall be
notified and furnished appropriate documentation as quickly as
reasonably possible after the Effective Date of the Qualifying
Employee’s specific grant. The number of options in all grade
levels may not exceed the maximum number of options defined in
Section 2. The unallocated portion of the maximum options may
be withheld from allocation to specific employees to cure any
administrative errors in distributing the grants. If these options
are not distributed, they shall be forfeited. Only whole numbers of
options may be granted.
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5.
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Each option
will have an exercise price equal to the closing price of the
Company’s common stock trading on The NASDAQ Stock Market on
the Effective Date, or if the Effective Date is not on a trading
day, on the first trading day following the Effective
Date.
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6.
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The options shall vest at the
rate of 25% per year upon each January 2
nd
, commencing on
January 2, 2010. Once vested, the options shall become
exercisable and remain exercisable for 10 years following the
Effective Date (the “Exercise Period”).
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7.
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The options
shall include a cashless exercise provision and shall provide for a
net exercise for paying each Qualifying Employee’s
withholding taxes at the applicable statutory rate.
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8.
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Except as
described in Sections 9-12 below, if a Qualifying Employee
terminates employment (other than because of death, disability or
retirement), all unvested options will terminate. All vested
options shall remain the property of the Qualifying Employee, but
the Qualifying Employee shall only have 90 days after
termination of employment to exercise the vested options, subject
to the Exercise Period.
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9.
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If a Qualifying
Employee retires on or after the date the Company’s
shareholders approve the Plan, any unvested options shall continue
to vest according to their terms, all vested options shall remain
the property of the Qualifying Employee and all vested options
shall be exercisable during the Exercise Period. For this purpose,
“retirement” is deemed to occur when a Qualifying
Employee terminates employment (other than by death) when his or
her age is 65 or greater or age plus years of service equals or
exceeds 75, in each case, at the time of termination.
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10.
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If a Qualifying
Employee dies or becomes permanently and totally disabled on or
after the date the shareholders of the Company have approved the
Plan, the Qualifying Employee or the Qualifying Employee’s
estate shall retain all vested options, any options that would have
otherwise vested following the date of his or her death or
disability shall also vest and vested options shall be exercisable
for one year following the date of death or disability, subject to
the Exercise Period. A Qualifying Employee shall be considered
“permanently and totally disabled” if the Qualifying
Employee is unable to engage in any substantial gainful activity by
reason of any medically determinable 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 12 months or is, by
reason of any medically determinable 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 12 months, receiving
income replacement benefits for a period of not less than three
months under an accident and health plan covering employees of the
Qualifying Employee’s employer. The existence of a permanent
and total disability shall be evidenced by such medical
certification as the Secretary of the Company shall require and as
the Compensation Committee (the “Committee”) of the
Board of Directors of the Company approves.
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11.
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If the Company
terminates a Qualifying Employee due to a lay off, reduction in
force or elimination of the Qualifying Employee’s position on
or after the date the Company’s shareholders s
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