FORM OF SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN XPO LOGISTICS, INC. AND GXO LOGISTICS, INC. DATED AS OF [ ], 2021Separation and Distribution Agreement • July 15th, 2021 • GXO Logistics, Inc. • Transportation services • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [ ], 2021 (this “Agreement”), is by and between XPO Logistics, Inc., a Delaware corporation (“Parent”), and GXO Logistics, Inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
FORM OF TAX MATTERS AGREEMENT BY AND AMONG XPO LOGISTICS, INC. AND GXO LOGISTICS, INC. DATED AS OF ___, 2021Tax Matters Agreement • July 15th, 2021 • GXO Logistics, Inc. • Transportation services • Delaware
FORM OF EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN XPO LOGISTICS, INC. AND GXO LOGISTICS, INC. DATED AS OF [ ], 2021Employee Matters Agreement • July 15th, 2021 • GXO Logistics, Inc. • Transportation services • Delaware
This EMPLOYEE MATTERS AGREEMENT, dated as of [ ], 2021 (this “Agreement”), is by and between XPO Logistics, Inc., a Delaware corporation (“Parent”), and GXO Logistics, Inc., a Delaware corporation (“SpinCo”).
CONTENTSAgreement • July 15th, 2021 • GXO Logistics, Inc. • Transportation services • England and Wales
Clause Page 1 DEFINITIONS AND INTERPRETATION 3 2 APPOINTMENT DURATION AND NOTICE 7 3 DUTIES 8 4 PLACE OF WORK 10 5 HOURS OF WORK 10 6 REMUNERATION 10 7 INCENTIVE SCHEMES 11 8 EXPENSES 11 9 CAR 11 10 COMPANY BENEFITS 12 11 MOBILE TELEPHONE 12 12 PENSION 13 13 HOLIDAY 13 14 INCAPACITY AND SICK PAY 14 15 CONFLICT OF INTEREST 14 16 RESTRICTIVE COVENANTS 15 17 CONFIDENTIALITY 17 18 INTELLECTUAL PROPERTY RIGHTS 18 19 RETURN OF COMPANY PROPERTY 19 20 TERMINATION AND GARDEN LEAVE 20 21 PAYMENT IN LIEU OF NOTICE 22 22 DUTY TO NOTIFY OF NEW EMPLOYMENT 22 23 RESIGNATION AS DIRECTOR 23 24 RIGHTS FOLLOWING TERMINATION 23 25 DISCIPLINARY AND GRIEVANCE PROCEDURES 23 26 ENTIRE AGREEMENT 23 27 THIRD PARTY RIGHTS 24 28 DATA PROTECTION 24 29 NOTICES 25 30 MISCELLANEOUS 25 Schedules 1 Individual Terms 26
FORM OF INTELLECTUAL PROPERTY LICENSE AGREEMENT BY AND BETWEEN XPO LOGISTICS, INC. AND GXO LOGISTICS, INC. Dated as of [ ], 2021Intellectual Property License Agreement • July 15th, 2021 • GXO Logistics, Inc. • Transportation services • Delaware
This INTELLECTUAL PROPERTY LICENSE AGREEMENT, dated as of [ ], 2021 (this “Agreement”), is by and between XPO Logistics, Inc., a Delaware corporation (“Parent”), and GXO Logistics, Inc., a Delaware corporation (“SpinCo” and, together with Parent, the “Parties”).
FORM OF TRANSITION SERVICES AGREEMENT BY AND BETWEEN XPO LOGISTICS, INC. AND GXO LOGISTICS, INC. DATED AS OF [ ], 2021Transition Services Agreement • July 15th, 2021 • GXO Logistics, Inc. • Transportation services • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of [ ], 2021, by and between XPO Logistics, Inc., a Delaware corporation (“Parent”), and GXO Logistics, Inc., a Delaware corporation (“SpinCo”).
