November 2021, in connection with his promotion, Mr. Harris received a grant of 30,000 RSUs with one-third vesting immediately, and one-third vesting on each of the first and second anniversary of the grant dates.
During August 2021,
the Compensation Committee approved two RSU grants to Mr. Olivier in connection with his promotion to CFO. The first grant was a retention grant valued at $1,500,000 and vests ratably over five years. The second grant, valued at $75,000, was
fully vested upon grant.
These grants were made taking into account the potential impact of the CARES Act limits on total compensation
over time. The Compensation Committee will factor these grants into future compensation determinations and, particularly with respect to the retention awards granted to Messrs. Harris and Olivier, which will likely have the effect of reducing equity
compensation in future periods.
Retention Awards
In February 2021, the Company entered into retention agreements with each of Mr. Olivier and Ms. Dawson, pursuant to which each was
granted a retention award of $200,000 that was paid in cash on February 28, 2021 and was subject to forfeiture in the event of termination for cause or resignation for any reason before September 1, 2021.
In connection with his new position with the Company, Mr. Harris was provided a cash retention bonus of $75,000 in February 2021, which
would have been subject to forfeiture on a pro-rated basis in the event of termination for cause or resignation for any reason before November 9, 2021.
Benefit Plans
All NEOs are eligible to
participate in our health and welfare plans, including those providing medical, pharmacy, dental, vision, life insurance, and accidental death and dismemberment benefits, on the same basis as our other
non-union employees. Our NEOs pay the same price for their elected benefits as other non-union employees.
Our NEOs may participate in our defined contribution 401(k) plan, a tax-qualified retirement savings
plan. The Internal Revenue Code of 1986, as amended (Tax Code), limits the contributions NEOs and other highly compensated employees can make to the 401(k) plan. On October 15, 2020, the Company reinstated the matching cash contributions
for all non-union employees. During 2021, the Company made nondiscretionary matching cash contributions equal to 50% of participant contributions, up to a maximum employer contribution of 2% of a
participants eligible salary or wages.
We sponsor two qualified defined benefit pension plans for employees of our Company and
certain participating subsidiaries who began employment with us before January 1, 2004. We froze benefit accruals under these plans on July 1, 2008. Mr. Hawkins participates in the Yellow Corporation Pension Plan, and
Mr. OConnor participated in the Roadway LLC Pension Plan, based upon their service prior to that date. See Executive CompensationPension Benefits for a discussion of these qualified pension plans.
Severance Policy and Other Termination-of-Employment Benefits
In February 2015, the Compensation Committee adopted the current severance policy (Severance Policy) to establish post-termination
compensation to corporate and operating company executives. The Severance Policy provides that to be eligible for any post-termination compensation, the employee must first execute a separation agreement containing appropriate confidentiality and
other provisions. The terms of these agreements may vary in the Compensation Committees discretion. Executive officers who are not party to a severance agreement will be entitled to a severance amount equal to
18-months salary, and vice presidents and above will be entitled to six
38