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  1. #1
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    Default Form 8-K for YRC WORLDWIDE INC

    Form 8-K for YRC WORLDWIDE INC

    3-Apr-2009

    Change in Directors or Principal Officers, Financial Statements and Exhibits


    Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

    On March 30, 2009, the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of YRC Worldwide Inc. (the "Company") approved the design of the Company's 2009 long-term incentive plan (the "2009 LTIP"). Under the 2009 LTIP, participants:

    � are eligible to receive awards of restricted stock that will vest on the third anniversary of the date of grant upon the achievement of performance goals measured by the share price appreciation of the Company's common stock and 2009 EBITDA (defined below); and

    � will have the opportunity to receive a cash award upon the achievement of a 2009 EBITDA performance goal,

    in each case, as described below.

    The 2009 LTIP was designed to align senior executive compensation with the Company's liquidity goals during the recession and to align compensation with increases in share price, in each case, for the benefit of the Company's shareholders.

    Under the 2009 LTIP, if 2009 EBITDA is equal to or greater than $200 million, 11 percent of the shares of restricted stock will vest on the third anniversary of the date of grant. For this purpose, "2009 EBITDA" means Consolidated EBITDA (as defined below) for the 12-month period ending December 31, 2009 (excluding any negative Consolidated EBITDA for the three-month period ending March 31, 2009), and "Consolidated EBITDA" has the same meaning that term is given in the Credit Agreement dated August 17, 2007, among the Company, certain of its subsidiaries, JPMorgan Chase Bank, National Association, as agent, and the other banks party thereto, as amended through the date of grant.

    Also under the 2009 LTIP, if the highest Average Share Price (as defined below) of the Company's common stock at any time prior to the third anniversary of the date of grant is:

    � equal to $5.00 per share, 22 percent of the shares of restricted stock will vest; or

    � greater than or equal to $15.00 per share, 89 percent of the shares of restricted stock will vest.

    If the highest Average Share Price is greater than $5.00 but less than $15.00 per share prior to the third anniversary of the date of grant, the Company will interpolate the additional number of shares to vest by using the highest Average Share Price to determine how many shares of restricted stock vest within the range of 22 percent to 89 percent of those shares. Average Share Price means the average closing price per share of the Company's common stock for any consecutive 20 trading days on the NASDAQ Stock Market during the period from the date of grant until the third anniversary of the date of grant.

    The participant will forfeit any shares of restricted stock that do not vest by the third anniversary of the date of grant.

    Finally under the LTIP, the Company will pay a participant a cash award on the first anniversary of the date of grant based on 2009 EBITDA. If 2009 EBITDA is:

    � less than or equal to $200 million, the Company will pay the participant -$0-;

    � greater than or equal to $280 million, the Company will pay the participant 100% of the participant's target cash award.

    If 2009 EBITDA is greater than $200 million but less than $280 million, the Company will interpolate the amount of the cash award to pay the participant.

    The 2009 LTIP replaces the Company's prior long-term incentive program, and any potential award opportunities under the prior program with respect to incomplete performance periods, including the 2007-2009, 2008-2010 and 2009-2011 performance periods, were cancelled and terminated.

    The Committee (and, in the case of Mr. Zollars, the full Board) approved the following awards to the Company's executive officers that participate in the 2009 LTIP. Each award of restricted stock and the cash award opportunity is subject to the YRC Worldwide Inc. 2004 Long-Term Incentive and Equity Award Plan (filed as Exhibit 10.1 to Current Report on Form 8-K, filed on May 19, 2008) and the terms and conditions, including vesting schedule, set forth in the YRC Worldwide Inc. Cash Performance and Restricted Stock Award Agreement between each executive officer and the Company.

    The Company's executive officers were awarded the following restricted stock (subject to the performance-based vesting described above) and cash award opportunities:

    Performance- Opportunity to
    Vested Shares receive Cash
    of Restricted Performance
    Stock Awards
    William D. Zollars
    Chairman of the Board, President and Chief Executive
    Officer 259,740 $ 288,600

    Timothy A. Wicks
    Executive Vice President and Chief Financial Officer 58,275 $ 64,750

    Michael J. Smid
    President of YRC North American Transportation 87,413 $ 97,125

    Daniel J. Churay
    Executive Vice President, General Counsel and
    Secretary 38,462 $ 42,735

    James G. Kissinger
    Executive Vice President - Human Resources 30,157 $ 33,508

    Keith E. Lovetro
    President of YRC Regional Transportation 37,596 $ 41,774


    This description of the terms and conditions of the awards above is qualified by reference to the copy of the Form of YRC Worldwide Inc. Cash Performance and Restricted Stock Award Agreement included with this Form 8-K as Exhibit 10.1 and incorporated herein by this reference.



    Item 9.01. Financial Statements and Exhibits.

    (d) Exhibits

    10.1 Form of YRC Worldwide Inc. Cash Performance and Restricted Stock Award Agreement

    Summary of YRC WORLDWIDE INC - Yahoo! Finance

  2. #2
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    Default Re: Form 8-K for YRC WORLDWIDE INC

    Whats that mean?

  3. #3
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    Default Re: Form 8-K for YRC WORLDWIDE INC

    Quote Originally Posted by loa24y View Post
    Whats that mean?
    Basically it's a structure of the possible executive bonuses if certain performance goals of YRC are met.....which is a joke because the way they run the show they don't even deserve their jobs....much less bonuses.

  4. #4
    Getting In The Groove Now.

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    Default Re: Form 8-K for YRC WORLDWIDE INC

    on top of that, while we, the ones that are trying to make this work, are taking a 10% reduction in pay!

    when i was going to picket the general office here in kc, my t.o.m. told me that they needed it to keep good quality ppl in management..................... i kid you not. i think you can guess my response.

    oh ya, then he handed me a letter threatening to fire me if i showed up there, lol.

  5. #5
    Getting In The Groove Now.

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    Default Re: Form 8-K for YRC WORLDWIDE INC

    This article fails to mention what those goals are ( the criteria that must be met in order to recieve those bonuses) and who makes those decisions consrening the basis for these bonuses..
    The only problem i have with this is, why do they get all the credit of doing well when the drivers/dockworkers make this happen and they would never dream of sharing the wealth in good times with such low life servants. We should demand in negoations a sharing of the wealth in whatever form with the ones who made it happen. Hell, they don't mind taking away in times of bad- whats good for the goose is good for the gander.

  6. #6
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    Default Re: Form 8-K for YRC WORLDWIDE INC

    It says at the end that the following Companys executive officers were awarded the following.......... How in the hell can someone be awarded anything for doing this to such a large corporation and affecting so many hard working AMERICANS, putting lots of families in shambles.

 

 

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