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Separation Agreement And Complete Release

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SEPARATION AGREEMENT AND COMPLETE RELEASE


This Separation Agreement and Complete Release ("Agreement") is made this 17th day of November, 1995, by Robert W. Burdick (hereinafter "Bob Burdick") and Yellow Corporation, a Delaware corporation, its predecessors, successors, subsidiaries, affiliates, assigns, officers, directors, agents and employees (hereinafter collectively referred to as "Yellow").


WHEREAS, Bob Burdick has indicated a willingness to resign as Senior Vice President, Corporate Development and Public Affairs of Yellow effective November 30, 1995; and


WHEREAS, Bob Burdick and Yellow desire to settle fully and finally all issues between them, including, but not in any way limited to, any disputes that might arise out of Bob Burdick's employment with Yellow and termination of that employment; and


WHEREAS, Bob Burdick has had access to confidential and proprietary information and knowledge about Yellow's business and business practices, including, but not limited to, Yellow's personnel and their capabilities, operating capabilities, operating plans, corporate strategy, strategic alliances, marketing strategy and systems' capabilities (hereinafter collectively referred to as "Company Information"), the use or disclosure of which would be contrary to the interests of Yellow; and


WHEREAS, in consideration of Bob Burdick's agreeing not to divulge any "Company Information," and in consideration of his releasing Yellow from certain claims and for the other considerations herein indicated, Yellow is willing to provide Bob Burdick with the payments, benefits and perquisites provided below; and


WHEREAS, Bob Burdick desires to enter into this Agreement for the considerations herein indicated;


NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained herein, the parties hereto agree as follows:


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1. Bob Burdick will submit his written resignation as Senior Vice President, Corporate Development and Public Affairs of Yellow effective November 30, 1995, in the form attached hereto as Exhibit A.


Yellow will permit Bob Burdick to remain on its payroll with the status of an employee at a compensation rate of $18,338.77 per month from November 30, 1995 (a) until such time as Bob Burdick obtains "other employment" (as defined herein); (b) through January 31, 1998, inclusive; or (c) until such time as Bob Burdick breaches this Agreement, whichever occurs first. In the event that Bob Burdick obtains "other employment" as defined herein, his status as an employee of Yellow shall cease as of the commencement date of such "other employment," and Yellow shall pay to Bob Burdick within ten days of such commencement date, in a lump sum, fifty (50) percent of the compensation that would have been due Bob Burdick from the commencement date of such "other employment" to January 31, 1998, measured at a compensation rate of $18,338.77 per month. Bob Burdick's car allowance shall cease effective November 30, 1995. Bob Burdick shall not be entitled to any bonus or incentive compensation payment from Yellow for any year that he remains an employee under this Agreement. Bob Burdick acknowledges that the opportunity to remain on Yellow's payroll after resignation involves a considerable financial benefit to which he is not already entitled and that is not owed to him as compensation for work or services performed by him, but is granted by Yellow as consideration for Bob Burdick's execution of this Agreement.


"Other employment," as used in this Agreement shall include self-employment or employment by any firm or entity other than Yellow, whether as an employee, officer, director, partner, independent contractor, owner or consultant which meets the following minimum conditions:


(a) If a salaried position, whether full or part-time, a salary of $110,000 per year. Computation of said salary shall include deferred compensation, bonus award, car allowance, and any other monetary


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3 compensation in lieu of salary. In the event that Bob Burdick accepts a salaried position which does not qualify as "other employment" under the conditions outlined above, Yellow will permit Bob Burdick to remain on its payroll with the status of employee for the term set forth in this paragraph, but Bob Burdick shall receive each month from Yellow only the difference between $18,338.77 and his monthly gross earnings from such salaried employment computed on the basis outlined above. Bob Burdick shall submit to Yellow's Senior Vice President and Secretary documentation each month of his gross earnings from such salaried employment, and Yellow shall pay Bob Burdick the difference between such gross earnings and $18,338.77 each month with withholding calculated on the earnings from Yellow after deduction for such salaried employment. The foregoing shall constitute an exception to the payment of salary by Yellow to Bob Burdick on a semi-monthly basis as outlined in Paragraph 3 above.


(b) If self-employment or employment on an output, fee, hourly or consultant basis, employment which results in gross earnings to Bob Burdick of an average of at least $9,170 in any three consecutive months. Once such $9,170 threshold is reached in any three-month period, Bob Burdick shall be regarded as having obtained "other employment" as of the last of the three consecutive months without further consideration of Bob Burdick's earnings in subsequent months. For the purpose of computing such earnings, services by Bob Burdick shall be regarded as earned in the month in which the work is performed. In the event that Bob Burdick enters self-employment which does not qualify as "other employment" under the conditions outlined above, Yellow will permit Bob Burdick to remain on its payroll with the status of employee for the term set forth in this paragraph, but Bob Burdick shall only receive each month from Yellow the sum of $18,338.77 less
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