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EXHIBIT 9
WORLDWAY CORPORATION
2400 YORKMONT ROAD, SUITE 400
CHARLOTTE, NORTH CAROLINA 28217
July 8, 1995
[Executive]
[Title]
WorldWay Corporation
2400 Yorkmont Road, Suite 400
Charlotte, North Carolina 28217
Dear [Executive]:
WorldWay Corporation, a North Carolina corporation (formerly Carolina
Freight Corporation, and hereinafter referred to as the "Company") proposes to
enter into an Agreement and Plan of Merger, dated as of July 8, 1995 (the
"Merger Agreement"), with Arkansas Best Corporation, a Delaware corporation
("Arkansas Best") and ABC Acquisition Corporation, a North Carolina corporation
and a wholly owned subsidiary of Arkansas Best, providing for the acquisition of
the Company by Arkansas Best on the terms and subject to the conditions set
forth therein. The Board of Directors of the Company has determined that, in
light of the transactions contemplated by the Merger Agreement, it is essential
to the best interests of the Company and its shareholders to ensure a stable
management structure during the critical transition period after the proposed
acquisition. Accordingly, the Board has determined that certain amendments are
necessary to the letter agreement dated March 7, 1994, between the Company and
you (the "Severance Letter"), which sets forth certain severance benefits which
the Company agrees will be provided to you upon the termination of your
employment after a "change in control" under certain circumstances.
Therefore, in order to induce you to remain in the employ of the Company
during the transition period after a change of control, the Severance Letter is
hereby amended as set forth below.
1. Section 4 of the Severance Letter is deleted in its entirety and replaced
with the following:
4. Termination Following Change in Control. If any of the events
described in Section 3 hereof constituting a change in control of the
Company shall have occurred, you shall be entitled to the benefits provided
in paragraph (iii) and (iv) of Section 5 hereof upon the occurrence of the
following:
I. the termination of your employment by you for any reason (whether or
not for Good Reason), including because of your Retirement, during the
six-month period commencing on the first anniversary of and ending on
the date eighteen (18) months after the occurrence of a change of
control; or
II. subject to clause (I) above, the termination of your employment within
twenty-four (24) months after the occurrence of a change of control,
unless such termination is (a) because of your death or Retirement, (b)
by the Company for Cause or Disability or (c) by you other than for
Good Reason (as all such capitalized terms are herein after defined).
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2. The first paragraph of Section 5(iii) of the Severance Letter is deleted in
its entirety and replaced with the following:
(iii) Subject to Section 8 hereof, if your employment by the Company shall
be terminated under the circumstances and during the time periods set forth
in clauses (I) or (II) of Section 4 above, then, by no later than the fifth
day following the Date of Termination (except as otherwise provided), you
shall be entitled, without regard to any contrary provisions of any Plan,
to the benefits as provided below:
3. The first sentence of Section 5(iv) is amended by adding after the words
"Good Reason" in the third line thereof the following:
"(except termination of your employment under the circumstances set forth
in clause (I) of Section 4 above)"
Except as specifically amended hereby, the Severance Letter shall remain
unchanged and in full force and effect and is hereby ratified and confirmed. If
this letter correctly sets forth our agreement on the amendments to the
Severance Letter, kindly sign below and return to the Secretary of the Company
this letter, which will then constitute our agreement on the foregoing
amendments.
Sincerely,
WORLDWAY CORPORATION
By:
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Title:
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Agreed to as of the date set forth
above:
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[Executive]