XPO LOGISTICS EUROPE 115-123, avenue Charles de Gaulle 92200 Neuilly-sur -seine xpo.com Page 1 of 3 Private & Confidential Richard Cawston 4 Collinridge View Walesby Newark NG22 9QJ Neuilly‐sur‐Seine 12 July 2021 Ref: XPO Logistics Europe Offer Letter – President, Europe Dear Richard, As you know, XPO is planning to spin‐off 100% of its logistics segment (“GXO”) as a separate publicly traded company (the “Spinoff”). Subject to and contingent on the occurrence of the Spinoff and your acceptance of this opportunity, you will hold the position of President, Europe of GXO as of the effective date of the Spinoff. If the Spinoff does not occur, you will remain in your existing role of President, Supply Chain Europe, subject to your existing terms and conditions of employment, and you will have no entitlement to receive any remuneration or benefits referred to in this letter or the attached Service Agreement. This offer letter contains a summary of the key terms of such employment. The full terms of the offer are set forth in a service agreement between XPO Supply Chain UK Limited (“the Employer”) and you (the "Service Agreement") (a copy of which is attached to this offer letter), the terms of which you agree to enter into in consideration of the benefits set out in this offer letter. For the avoidance of doubt, if you do not return a signed copy of both this offer letter and the Service Agreement within seven days of the same being sent to you, then this offer and the terms of the Service Agreement will lapse except as otherwise mutually agreed between the parties. The key terms of your offer are as follows (“Company” refers to GXO): Your initial annual base salary (ABS) will be £310,000 per annum, gross of any statutory deductions. Your base salary will be reviewed from time to time as part of the Employer’s annual merit salary review process. Your position will initially be located in the Company’s London office – 8th Floor, Gridiron Building, One Pancras Square, London, N1C 4AG. You will be required to travel both within the United Kingdom and Ireland and other territories in which the Company operates. Details of your entitlement to termination notice will be included in your Service Agreement. Annual Incentive: You will be eligible to participate in the Company's Annual Incentive Plan (“AIP”), subject to the terms and conditions of the AIP as may be in effect from time to time. Your target incentive will initially be 100% of your base salary. You will have the opportunity to earn 0% to 200% of your target incentive based on the aggregate level of achievement of the performance goals outlined in the applicable incentive plan. Performance goals under the AIP will be determined annually by the Compensation Committee of the Company’s Board of Directors (the "Compensation Committee") or its delegate in its sole discretion. The Compensation Committee shall have discretion to amend such goals as it sees fit.
XPO LOGISTICS EUROPE 115-123, avenue Charles de Gaulle 92200 Neuilly-sur -seine xpo.com Page 2 of 3 Your AIP award will not be pro‐rated for the year in which the Spinoff takes place. You have no contractual entitlement to an AIP award. The AIP is discretionary and may be modified or withdrawn at the Company's sole discretion. Incentive Grant: On June 7, 2021 the Company awarded you an initial long‐term stock incentive award (the “Incentive Grant”) in the form of 75,000 stock options relating to XPO common stock which will vest in increments over five years following the grant date, subject to: (i) the occurrence of the Spinoff by March 31, 2022 and (ii) your continuous employment with the Company through the fifth anniversary of the grant date; if either of these vesting conditions is not satisfied, then any unvested portion of the Incentive Grant shall be forfeited. In connection with the Spinoff, it is expected that the Incentive Grant will be converted into an award relating to GXO common stock. Long‐term Incentive: You will be eligible for a long‐term incentive award for the 2021 performance year with a target value of $600,000, 70% ($420,000) of which will be awarded in performance‐based restricted stock units and 30% ($180,000) of which will be awarded in time‐ based restricted stock units, subject to the terms of and conditions set forth in the Omnibus Plan and the applicable award agreement. Any such award, including your eligibility for the same, will be contingent upon the approval of, and subject to the sole discretion of, the Compensation Committee or its delegate. If approved, these awards will be granted to you following the end of the 2021 performance year, subject to your continued employment on the applicable grant dates. For performance years after 2021, the grant date value of any annual long‐term incentive awards to be granted to you will be determined by the Compensation Committee or its delegate, in its discretion. Your eligibility for, as well as the amount or components of payment of, any annual and/ or long‐ term incentive awards will be reflective of your individual performance and contributions, the Company and/or business unit performance, as applicable, and the scope and expectations of your position/role in the Company and/or your business unit as determined by the Compensation Committee in their sole discretion. You expressly acknowledge and agree that any annual and long‐ term incentives are subject to change at the sole discretion of the Company For the avoidance of any doubt, in the event that, as at the payment or vesting date in respect of all or any part of any incentive awarded to you in accordance with the terms of this letter, you are no longer employed by the Company, or you are otherwise under notice of termination of employment (excluding non‐fault termination), you shall have no entitlement in respect of such award. You will be eligible to participate in the Company car arrangements applicable to your grade at the Employer. As a reference, a car allowance is currently set at £863.33/month for your grade. Further details will be provided through your Service Agreement. You will be covered by the Company’s personal accident and travel insurance scheme. These are insured benefits and are subject to restrictions imposed by the insurers. You will be eligible to receive a pension allowance of 10.15% of your annual base salary should you decide to opt out of the pension scheme. Other terms and conditions will be outlined in your Service Agreement (i.e., healthcare insurance for you and your family and pension arrangements).
