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EXHIBIT (10a)
AMENDMENT NUMBER ONE
TO EMPLOYMENT AGREEMENT
DATED DECEMBER 15, 1999
THIS IS AMENDMENT NUMBER ONE to the Employment Agreement entered into
between Yellow Corporation, a Delaware Corporation ('"Yellow") and William D.
Zollars (the "Executive") on the 15th day of December, 1999.
1. Paragraph 4(d) of said Employment Agreement is hereby amended in
its entirety to read as follows:
(d) Supplemental Retirement Benefits. Yellow shall provide
Executive with Supplemental Retirement Benefits in accordance
with this subsection (d) and Appendix A pursuant to which the
Executive shall receive from Yellow upon his termination of
employment with Yellow (and subject to the vesting provision
hereinafter set forth), the difference between (i) the monthly
benefit that he would have received under Section 4.4 of the
Yellow Freight Office, Clerical, Sales and Supervisory
Personnel Pension Plan (the "Pension Plan") (calculated as a
single life annuity payable commencing at his initial Normal
Retirement Date as defined under the Pension Plan with an
actuarial reduction if payment commences prior to his Normal
Retirement Date) using 20 years of Credit Service as defined
in the Pension Plan plus his actual Credit Service credited
under the Pension Plan after five (5) years from September 6,
1996, the date of Executive's commencement
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of employment with Yellow's subsidiary, Yellow Freight System,
Inc., and using compensation as defined in Section 2.1(h)2 of
the Pension Plan, including Compensation previously earned
during his employment with Yellow Freight System, Inc. from
September 6, 1996 through November 7, 1999, but without any
reduction under Section 401(a)(17) of the Internal Revenue
Code of 1986, as amended (the "Code") and (ii) the monthly
benefit actually payable to the Executive under Section 4.4 of
the Pension Plan, calculated at the time the Executive
commences payment of a Vested Pension under the Pension Plan,
if any. The Executive shall vest in the Supplemental
Retirement Benefit described in this subsection (d) at the
rate of 20% per year commencing on September 6, 1997 (so that
he would become 100% vested on September 6, 2001), provided,
however, that the Executive shall forfeit any unvested portion
in the event of the termination of his employment prior to
becoming 100% vested. Notwithstanding the foregoing, the
Executive shall immediately become 100% vested in the event of
the termination of his employment under circumstances
entitling the Executive to benefits pursuant to Section 8.
Following the termination of Executive's employment, the
Supplemental Retirement Benefit described in this subsection
(d) and Appendix A shall be payable monthly commencing no
sooner than the earliest date of Executive's eligibility to
receive Retirement Benefits under the Pension Plan measured
from his
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date of termination with Executive having the option of
deciding when to commence payments following achieving such
eligibility, subject to actuarial reduction for payments
commencing prior to Executive's Normal Retirement Date, and
shall continue until the Executive's death. Upon the
Executive's death, if at the time of his death payments had
already commenced under the Supplemental Retirement Benefit
and if he is survived by and still married to the person who
was his spouse on September 6, 1996, the monthly Supplemental
Retirement Benefit payable to the Executive during his life
shall continue to said surviving spouse until her death. If at
the time of his death, the Executive had not yet qualified for
payment of a Retirement Benefit under the Pension Plan, or if
Executive had qualified but payments had not yet commenced, if
he is survived by and still married to the person who was his
spouse on September 6, 1996, the Supplemental Retirement
Benefit shall be payable to said spouse no sooner than the
earliest date that Executive would have been eligible to
receive Retirement Benefits under the Pension Plan measured
from his date of death with said spouse having the option of
deciding when to commence payments following the date that
Executive would have achieved such eligibility, subject to
actuarial reduction for payments commencing prior to the date
that Executive would have reached his Normal Retirement Date,
and shall continue to said surviving spouse until her death.
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The Executive acknowledges that these Supplemental Retirement
Benefits are an element of the compensation to be paid for his
services and not an unfunded plan of deferred compensation
within the meaning of Section 201 of the Employee Retirement
Income Security Act, as amended.
2. All other provisions and conditions of the Employment Agreement
dated December 15, 1999 remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment Number One
to the Agreement dated December 15, 1999 on the 20th day of April, 2000.
THE EXECUTIVE: YELLOW CORPORATION
/s/ William D. Zollars by: /s/ William F. Martin
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Attested by:
/s/ Lawrence D. Berkowitz
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