SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN XPO LOGISTICS, INC. AND GXO LOGISTICS, INC. DATED AS OF AUGUST 1, 2021Separation and Distribution Agreement • August 2nd, 2021 • GXO Logistics, Inc. • Transportation services • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of August 1, 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.
AMENDMENT NO. 1 CREDIT AGREEMENTCredit Agreement • March 10th, 2023 • GXO Logistics, Inc. • Transportation services • New York
This Credit Agreement, dated as of June 23, 2021, is among GXO Logistics, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time to time parties hereto, the institutions from time to time parties hereto as Lenders (whether by execution of this Agreement or an assignment pursuant to Section 12.01), and Citibank, N.A., as Administrative Agent and an Issuing Lender.
CREDIT AGREEMENT DATED AS OF MARCH 29, 2024 AMONG GXO LOGISTICS, INC., as the Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, and BANK OF AMERICA, N.A., as Administrative Agent and an Issuing Lender BofA SECURITIES, INC., BARCLAYS BANK PLC and...Credit Agreement • April 1st, 2024 • GXO Logistics, Inc. • Transportation services • New York
This Credit Agreement, dated as of March 29, 2024, is among GXO Logistics, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time to time parties hereto, the institutions from time to time parties hereto as Lenders (whether by execution of this Agreement or an assignment pursuant to Section 12.01), and Bank of America, N.A., as Administrative Agent and an Issuing Lender.
TAX MATTERS AGREEMENT BY AND BETWEEN XPO LOGISTICS, INC. AND GXO LOGISTICS, INC. DATED AS OF August 1, 2021Tax Matters Agreement • August 2nd, 2021 • GXO Logistics, Inc. • Transportation services • Delaware
This TAX MATTERS AGREEMENT, dated as of August 1, 2021 (this “Agreement”), is by and between XPO Logistics, Inc., a Delaware corporation (“XPO”), and GXO Logistics, Inc., a Delaware corporation and a wholly owned subsidiary of XPO (“SpinCo”) (collectively, the “Companies” and each a “Company”).
REGISTRATION RIGHTS AGREEMENT by and among JACOBS PRIVATE EQUITY, LLC, THE OTHER HOLDERS OF REGISTRABLE SECURITIES AND DESIGNATED SECURED LENDERS FROM TIME TO TIME PARTY HERETO and GXO LOGISTICS, INC. Dated as of September 29, 2021Registration Rights Agreement • October 1st, 2021 • GXO Logistics, Inc. • Transportation services • Delaware
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN XPO LOGISTICS, INC. AND GXO LOGISTICS, INC. DATED AS OF AUGUST 1, 2021Employee Matters Agreement • August 2nd, 2021 • GXO Logistics, Inc. • Transportation services • Delaware
This EMPLOYEE MATTERS AGREEMENT, dated as of August 1, 2021 (this “Agreement”), is by and between XPO Logistics, Inc., a Delaware corporation (“Parent”), and GXO Logistics, Inc., a Delaware corporation (“SpinCo”).
TERM LOAN CREDIT AGREEMENT DATED AS OF MARCH 29, 2024 AMONG GXO LOGISTICS, INC., as the Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, and BANK OF AMERICA, N.A., as Administrative Agent BofA SECURITIES, INC., GOLDMAN SACHS BANK USA, BARCLAYS...Term Loan Credit Agreement • April 1st, 2024 • GXO Logistics, Inc. • Transportation services • New York
This Term Loan Credit Agreement, dated as of March 29, 2024, is among GXO Logistics, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time to time parties hereto, the institutions from time to time parties hereto as Lenders (whether by execution of this Agreement or an assignment pursuant to Section 12.01), and Bank of America, as Administrative Agent.
BRIDGE TERM LOAN CREDIT AGREEMENT DATED AS OF FEBRUARY 29, 2024 AMONG GXO LOGISTICS, INC., as the Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, and BANK OF AMERICA, N.A. as Administrative Agent BofA SECURITIES, INC., as Sole Lead Arranger...Bridge Term Loan Credit Agreement • February 29th, 2024 • GXO Logistics, Inc. • Transportation services • New York
This Bridge Term Loan Credit Agreement, dated as of February 29, 2024, is among GXO Logistics, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time to time parties hereto, the institutions from time to time parties hereto as Lenders (whether by execution of this Agreement or an assignment pursuant to Section 12.01), and Bank of America, as Administrative Agent.
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
AWARD AGREEMENT UNDER THE XPOAward Agreement • July 19th, 2021 • GXO Logistics, Inc. • Transportation services • Delaware
This Award Agreement (this “Award Agreement”) sets forth the terms and conditions of a cash award (this “Award”) that are subject to the terms and conditions specified herein granted to you under the XPO Logistics, Inc. Cash LongTerm Incentive Plan (the “Plan”). This Award provides you with the opportunity to earn, subject to the terms of this Award Agreement, up to $180,765 of cash, as set forth in Section 3 of this Award Agreement.
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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 7th, 2021 • GXO Logistics, Inc. • Transportation services • New York
This REGISTRATION RIGHTS AGREEMENT dated July 2, 2021 (this “Agreement”) is entered into by and among GXO Logistics, Inc., a Delaware corporation (the “Company”) and Barclays Capital Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc. and Goldman Sachs & Co. LLC as representatives (collectively, the “Representatives”) of the initial purchasers listed in Schedule A to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
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”).
5-YEAR TERM LOAN CREDIT AGREEMENT DATED AS OF MAY 25, 2022 AMONG GXO LOGISTICS, INC., as the Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, and BARCLAYS BANK PLC as Administrative Agent BARCLAYS BANK PLC, BANK OF AMERICA, N.A., REGIONS BANK...Credit Agreement • May 26th, 2022 • GXO Logistics, Inc. • Transportation services • New York
This 5-Year Term Loan Credit Agreement, dated as of May 25, 2022, is among GXO Logistics, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time to time parties hereto, the institutions from time to time parties hereto as Lenders (whether by execution of this Agreement or an assignment pursuant to Section 12.01), and Barclays Bank PLC, as Administrative Agent.
PERFORMANCE SHARE UNIT AWARD AGREEMENT UNDER THE GXO LOGISTICS, INC. 2021 OMNIBUS INCENTIVE COMPENSATION PLANPerformance Share Unit Award Agreement Under The • May 5th, 2022 • GXO Logistics, Inc. • Transportation services • Delaware
This Performance Share Unit Agreement (this “Award Agreement”), dated as of [DATE], (the “Grant Date”), between GXO LOGISTICS, INC., a Delaware corporation (the “Company”), and [NAME] sets forth the terms and conditions of an award of [NUMBER] performance share units (this “Award”) that are subject to the terms and conditions specified herein (each such performance share unit, a “PSU”) and that are granted to you under the GXO Logistics, Inc. 2021 Omnibus Incentive Compensation Plan (the “Plan”). This Award provides you with the opportunity to earn, subject to the terms of this Award Agreement, shares of the Company’s Common Stock, $0.01 par value (each, a “Share”), or cash, as set forth in Section 3 of this Award Agreement.
February 2022 GXO LOGISTICS, INC. CLIPPER LOGISTICS PLC COOPERATION AGREEMENT 100 Bishopsgate London EC2P 2SR ContentsCooperation Agreement • March 1st, 2022 • GXO Logistics, Inc. • Transportation services
GXO LOGISTICS, INC. (a Delaware corporation) $600,000,000 6.250% Senior Notes due 2029 $500,000,000 6.500% Senior Notes due 2034 UNDERWRITING AGREEMENTUnderwriting Agreement • April 29th, 2024 • GXO Logistics, Inc. • Transportation services • New York
GXO Logistics, Inc., a Delaware corporation (the “Company”), confirms its agreement, subject to the terms and conditions stated herein, with BofA Securities, Inc. (“BofA”) and Goldman Sachs & Co. LLC (“Goldman Sachs”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA and Goldman Sachs are acting as representatives (in such capacity, the “Representatives”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in such Schedule A of the Company’s 6.250% Senior Notes due 2029 (the “2029 Notes”) and the Company’s 6.500% Senior Notes due 2034 (the “2034 Notes” and together with 2029 Notes, the “Notes”).
GXO LOGISTICS, INC., as the Company and COMPUTERSHARE TRUST COMPANY, N.A. (as successor to Wells Fargo Bank, National Association), as Trustee 6.250% Notes due 2029 and 6.500% Notes due 2034 Second Supplemental Indenture Dated as of May 6, 2024 to...GXO Logistics, Inc. • May 6th, 2024 • Transportation services • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of May 6, 2024 (“Second Supplemental Indenture”), to the Indenture dated as of July 2, 2021 (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular Series of debt securities that are not the Notes, the “Base Indenture” and, as amended, modified and supplemented by this Second Supplemental Indenture, the “Indenture”), by and between GXO LOGISTICS, INC. (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (the “Trustee”).
STRICTLY CONFIDENTIAL EXECUTION VERSION #97973340v10 BRIDGE TERM LOAN CREDIT AGREEMENT DATED AS OF FEBRUARY 29, 2024 AMONG GXO LOGISTICS, INC., as the Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, and BANK OF AMERICA, N.A. as Administrative...Confidential Execution • May 8th, 2024 • GXO Logistics, Inc. • Transportation services • New York
PERFORMANCE SHARE UNIT AWARD AGREEMENT UNDER THEPerformance Share Unit Award Agreement Under The • May 8th, 2024 • GXO Logistics, Inc. • Transportation services • Delaware
This Performance Share Unit Agreement (this “Award Agreement”), dated as of [DATE], (the “Effective Date”), between GXO LOGISTICS, INC., a Delaware corporation (the “Company”), and [NAME] sets forth the terms and conditions of an award of [NUMBER] performance share units (this “Award”) that are subject to the terms and conditions specified herein (each such performance share unit, a “PSU”) and that are granted to you under the GXO Logistics, Inc. 2021 Omnibus Incentive Compensation Plan (the “Plan”). This Award provides you with the opportunity to earn, subject to the terms of this Award Agreement, shares of the Company’s Common Stock, $0.01 par value (each, a “Share”), or cash, as set forth in Section 3 of this Award Agreement.
STRICTLY CONFIDENTIAL 014-5340-3872/4/EUROPE Dated: 12 July 2021 (1) XPO SUPPLY CHAIN UK LIMITED (2) Richard Cawston Service AgreementGXO Logistics, Inc. • February 15th, 2024 • Transportation services
RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE GXO LOGISTICS, INC. 2021 OMNIBUS INCENTIVE COMPENSATION PLANRestricted Stock Unit Award Agreement Under The • May 5th, 2022 • GXO Logistics, Inc. • Transportation services • Delaware
This Restricted Stock Unit Agreement (this “Award Agreement”), dated as of [DATE], (the “Grant Date”), between GXO LOGISTICS, INC., a Delaware corporation (the “Company”), and [NAME] sets forth the terms and conditions of an award of [NUMBER] restricted stock units (this “Award”) that are subject to the terms and conditions specified herein (each such restricted stock unit, an “RSU”) and that are granted to you under the GXO Logistics, Inc. 2021 Omnibus Incentive Compensation Plan (the “Plan”). This Award provides you with the opportunity to earn, subject to the terms of this Award Agreement, shares of the Company’s Common Stock, $0.01 par value (each, a “Share”), or cash, as set forth in Section 3 of this Award Agreement.
AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. CASH LONG-TERM INCENTIVE PLAN, dated as of 15-Jan-2020, (the “Grant Date”), between XPO LOGISTICS, INC., a Delaware corporation (the “Company”), and Malcolm Wilson.Award Agreement • June 9th, 2021 • GXO Logistics, Inc. • Transportation services • Delaware
This Award Agreement (this “Award Agreement”) sets forth the terms and conditions of a cash award (this “Award”) that are subject to the terms and conditions specified herein granted to you under the XPO Logistics, Inc. Cash Long-Term Incentive Plan (the “Plan”). This Award provides you with the opportunity to earn, subject to the terms of this Award Agreement, up to $547,918 of cash, as set forth in Section 3 of this Award Agreement.
FORM OF OPTION AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of [] between XPO Logistics, Inc., a Delaware corporation (the “Company”), and []Option Award Agreement • June 9th, 2021 • GXO Logistics, Inc. • Transportation services • Delaware
This Option Award Agreement (the “Award Agreement”) sets forth the terms and conditions of an award of options to purchase [] shares (this “Award”) of the Company’s common stock, $0.001 par value per share (each, a “Share”), that are being granted to you on the date hereof (such date, the “Grant Date”), at an exercise price of $[]1 per Share (the “Exercise Price”), that are subject to the terms and conditions specified herein (each such option to purchase one Share, an “Option”), and that are granted to you under the XPO Logistics, Inc. 2016 Omnibus Incentive Compensation Plan, as amended (the “Plan”). The Options are not intended to qualify as “incentive stock options” (within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended).
PFSweb, Inc. 9250 Royal Lane, Suite 100 Irving, TX 75063 Re: Exclusivity Agreement Ladies and Gentlemen:GXO Logistics, Inc. • September 21st, 2023 • Transportation services • Delaware
In connection with the possible acquisition (the “Transaction”) by GXO Logistics, Inc. (“GXO”) of PFSweb, Inc. (the “Company”), you have agreed to enter into this letter agreement and to be bound in accordance with the terms hereof.
RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE GXO LOGISTICS, INC. 2021 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of [DATE], (the “Grant Date”), between GXO LOGISTICS, INC., a Delaware corporation (the “Company”), and [NAME].Restricted Stock Unit Award Agreement • November 2nd, 2021 • GXO Logistics, Inc. • Transportation services • Delaware
This Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award of [#] restricted stock units (this “Award”) that are subject to the terms and conditions specified herein (each such restricted stock unit, an “RSU”) and that are granted to you under the GXO Logistics, Inc. 2021 Omnibus Incentive Compensation Plan (the “Plan”). This Award provides you with the opportunity to earn, subject to the terms of this Award Agreement, shares of the Company’s Common Stock, $0.01 par value (each, a “Share”), or cash, as set forth in Section 3 of this Award Agreement.
Amendment No. 1 to Non-Disclosure AgreementNon-Disclosure Agreement • September 21st, 2023 • GXO Logistics, Inc. • Transportation services
Reference is made to that certain non-disclosure agreement (the “NDA”), dated as of August 31, 2021, by and between PFSweb, Inc. (“PFSweb”) and GXO Logistics, Inc. (“Recipient”). Capitalized terms that are used but not otherwise defined herein shall have the meaning ascribed to such terms in the NDA. The Parties hereby agree to amend the NDA as follows:
FORM OF OPTION AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of [] between XPO Logistics, Inc., a Delaware corporation (the “Company”), and []Form of Option Award Agreement • July 7th, 2021 • GXO Logistics, Inc. • Transportation services • Delaware
This Option Award Agreement (the “Award Agreement”) sets forth the terms and conditions of an award of options to purchase [] shares (this “Award”) of the Company’s common stock, $0.001 par value per share (each, a “Share”), that are being granted to you on the date hereof (such date, the “Grant Date”), at an exercise price of $[]1 per Share (the “Exercise Price”), that are subject to the terms and conditions specified herein (each such option to purchase one Share, an “Option”), and that are granted to you under the XPO Logistics, Inc. 2016 Omnibus Incentive Compensation Plan, as amended (the “Plan”). The Options are not intended to qualify as “incentive stock options” (within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended).
GXO LOGISTICS, INC., as the Company and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 1.650% Notes due 2026 and 2.650% Notes due 2031 First Supplemental Indenture Dated as of July 2, 2021 to Indenture dated as of July 2, 2021GXO Logistics, Inc. • July 7th, 2021 • Transportation services • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of July 2, 2021 (“First Supplemental Indenture”), to the Indenture dated as of July 2, 2021 (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular Series of debt securities that are not the Notes, the “Base Indenture” and, as amended, modified and supplemented by this First Supplemental Indenture, the “Indenture”), by and between GXO LOGISTICS, INC. (the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”).
RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE GXO LOGISTICS, INC. 2021 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of , 20 (the “Grant Date”), between GXO LOGISTICS, INC., a Delaware corporation (the “Company”), and .Restricted Stock Unit Award Agreement • November 2nd, 2021 • GXO Logistics, Inc. • Transportation services • Delaware
This Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award of restricted stock units (this “Award”) that are subject to the terms and conditions specified herein (each such restricted stock unit, an “RSU”) and that are granted to you under the GXO Logistics, Inc. 2021 Omnibus Incentive Compensation Plan (the “Plan”). This Award provides you with the opportunity to earn, subject to the terms of this Award Agreement, shares of the Company’s Common Stock, $0.01 par value (each, a “Share”), or cash, as set forth in Section 3 of this Award Agreement.
