Exhibit 10.23
YELLOW CORPORATION
PERFORMANCE STOCK UNIT AGREEMENT
Participant: [ ]
Grant Date: [ ]
Target Number of Performance Stock Units (the “Target PSUs”): [ ]
Potential Range of Target Achievement: 0 to [ ]
Maximum Number of Shares of Common Stock that may be issued pursuant to this Agreement (the “Maximum Shares”): [__________]
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THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Yellow Corporation, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the YRC Worldwide Inc. 2019 Incentive and Equity Award Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee.
WHEREAS, it has been determined under the Plan that it would be in the best interests of the Company to grant the Performance Stock Units (“PSUs”) provided herein to the Participant, which constitute Performance Awards under the Plan.
NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows:
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(iv) “Qualifying Termination” means a termination of the Participant’s service with the Company or an Affiliate (x) by the Company (or Affiliate, as applicable) without “Cause” (y) by the Participant for Good Reason, or (z) as a result of the Participant’s Retirement.
(v) “Retirement” means a Separation from Service due to the Participant’s retirement if, at such time, (i) the Participant is age 50 or older and (ii) the sum of Participant’s age plus total years of service with the Company or an Affiliate equals at least 65 years; provided, that no such Separation from Service shall constitute “Retirement” without the consent of the Committee.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
YELLOW CORPORATION
By:
Name: ___________________
Title: ____________________
PARTICIPANT
By: