$1.5 million Uses in Restricted Share Grant Clause

Restricted Share Grant from Employment Agreement

THIS EMPLOYMENT AGREEMENT dated as of January 25, 2006 (this Agreement), by and between William D. Zollars (Executive) and YRC Worldwide Inc., a Delaware corporation (the Company).

Restricted Share Grant. On the first trading day after the parties execute and deliver this Agreement, the Company shall grant Executive $1.5 million in restricted shares of the Companys common stock (the Restricted Shares) pursuant to the Companys 2004 Long-Term Incentive and Equity Award Plan (or any successor to that plan, the Equity Plan), subject to the following restrictions and provisions: