Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In connection with Ravi Tulsyan's appointment as the chief financial officer of
XPO Logistics, Inc. (the "Company") effective September 2, 2021, the Company
entered into an offer letter (the "Offer Letter") and change in control and
severance agreement (the "Severance Agreement") with Mr. Tulsyan.
Pursuant to the Offer Letter, Mr. Tulsyan will receive an annual base salary of
$500,000 and the opportunity to earn a performance-based bonus each year,
targeted at 100% of base salary. The Offer Letter also provides for the grant of
two initial equity awards, a restricted stock unit award with a grant date value
of $750,000, which vests 50% on the second anniversary of the grant date and 50%
on the third anniversary of the grant date generally subject to Mr. Tulsyan's
continued employment, and a performance-based restricted stock unit award with a
grant date value of $1,000,000, which would vest on December 31, 2024, subject
to achievement of performance goals based on Company absolute adjusted cash flow
per share, relative growth in adjusted cash flow per share, compared against a
defined transportation competitor set and ESG scorecard metrics during three
performance periods which span the period of September 2, 2021 to December 31,
2023, generally subject to Mr. Tulsyan's continued employment through December
31, 2024.
Pursuant to the Severance Agreement, upon Mr. Tulsyan's termination of
employment without cause (as defined in the Severance Agreement) either prior to
a change of control of the Company or more than two years following a change of
control of the Company, Mr. Tulsyan will be entitled to severance equal to
twelve months of base salary, at the level in effect on the date of termination,
a prorated target bonus for the year of termination, and reimbursement of COBRA
premiums for medical and dental coverage for a period of six months from the
date of termination to the extent Mr. Tulsyan is eligible for and elects COBRA
coverage. In the event that, within two years following a change of control of
the Company, the Company terminates Mr. Tulsyan's employment without cause or
Mr. Tulsyan resigns for good reason (as defined in the Severance Agreement), Mr.
Tulsyan will receive a lump-sum cash payment equal to two times the sum of his
base salary and target annual bonus, a prorated target bonus payment for the
year of termination, and any earned but unpaid annual bonus communicated in
writing, and reimbursement of COBRA premiums for medical and dental coverage for
a period of 24 months from the date of termination to the extent Mr. Tulsyan is
eligible for and elects COBRA coverage. The severance benefits described in this
paragraph are in all cases subject to Mr. Tulsyan's execution and non-revocation
of a release of claims.
Mr. Tulsyan, 52, joined the Company as treasurer in 2016, and has served in the
additional role of deputy chief financial officer since February 2021. Prior to
joining the Company, Mr. Tulsyan served as treasurer and senior vice president,
M&A for ADT Corporation following ADT's 2012 spin-off from Tyco International.
Mr. Tulsyan previously served as Tyco's vice president of global capital markets
and head of financial planning and analysis at the time of the separation, and
he led all treasury activities related to the transaction, including the
execution of each company's capital structure, dividend plan, debt refinancing
and credit facilities. Prior to his time at Tyco, Mr. Tulsyan held executive
positions as senior treasury manager with PepsiCo, and manager of derivatives
strategy and trading with Xerox Corporation. He has a master's degree in finance
from the University of Rochester, a master's degree in mechanical engineering
from the Ohio State University, and a bachelor's degree from the Indian
Institute of Technology Madras.
The foregoing descriptions of the Offer Letter and the Severance Agreement with
Mr. Tulsyan do not purport to be complete and are qualified in their entirety by
reference to the underlying agreements.
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