EXHIBIT 10.20
BOARD SERVICE AGREEMENT
This BOARD SERVICE AGREEMENT ("Agreement") is effective as of
the 1st day of April, 2003, between ROADWAY CORPORATION, a Delaware corporation
("Corporation"), and MICHAEL W. WICKHAM ("Director").
RECITALS:
A. Stockholders have elected Director to the
Corporation's Board of Directors (the "Board"), and the Board has requested
Director to serve as its Chairman, and Director is willing to serve in that
capacity pursuant to the terms of this Agreement.
B. Corporation's Certificate of Incorporation and Bylaws
empower it to indemnify its directors and officers, and to purchase and maintain
insurance on behalf of its officers, directors and agents.
C. Corporation furnishes, at its expense, directors and
officers liability insurance ("D&O Insurance") insuring its directors in
connection with their service on the Board.
D. To induce Director to serve as Chairman of the Board
and in consideration of Director's service as such, Corporation wishes to enter
into this Agreement with Director to set forth, among other things, Director's
compensation for serving in such capacity.
NOW, THEREFORE, in consideration of the foregoing, and of the
mutual premises hereinafter set forth, and of other good and valuable
consideration, the receipt, adequacy and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree as
follows:
1. Agreement to Serve. Director will serve as the
Chairman of the Board on an annual basis so long as Director is duly elected and
qualified to so serve or until Director resigns or is removed by the Board (the
"Term"). Director will have the following duties and responsibilities:
a) Planning and presiding over Board meetings, including planning
times for committee meetings, coordinating dates and times for
Board meetings, and overseeing the agenda for Board meetings,
b) Coordinating the screening process for possible new Board
members as directed by and under the supervision of the
Nominating Committee,
c) Consulting with the Chief Executive Officer on a regularly
scheduled basis to develop a strategic vision for the
Corporation and overseeing the implementation of the overall
corporate strategy,
d) Managing the senior management succession planning process and
communicating regularly with the Board about its progress and
status;
e) Participating in shareholder and government relations, where
appropriate,
f) Implementing such corporate governance procedures as the Board
determines,
g) Presiding at the annual meeting of stockholders, and
h) Performing such other duties, commensurate with the Director's
title and position, as may be from time to time requested by
the Board.
2. Compensation. During the Term, Director will be
compensated for his service as follows:
a) Director will be entitled to be reimbursed for any and all
reasonable business expenses incurred by Director in
connection with his service in such capacity consistent with
the Corporation's reimbursement policies for business
expenses.
b) Director will have the use of an office and access to support
staff at the Corporation's headquarters.
c) Director shall receive $200,000 per annum in connection with
his services hereunder.
3. Nature of Services. Director and the Corporation
agree that Director is acting as and will provide services as an independent
contractor and not as an employee of the Corporation. Except as set forth
herein, no law, agreement or other arrangement that has the effect of conferring
benefits on officers or employees of the Corporation will be applicable to
Director. Director will be solely liable for all taxes with respect to any
compensation Director may receive under this Agreement, including but not
limited to federal, state, and local income taxes, FICA (including
self-employment) taxes, and federal and state unemployment taxes.
4. D&O Insurance. Corporation will continue to maintain,
at its expense, D&O Insurance insuring itself and any director (including
Director) and other named insureds against any expense, liability or loss as set
forth in such D&O Insurance.
5. Governing Law. This Agreement will be governed by
Ohio law.
6. Confidentiality. Director agrees to abide by all of
the terms and conditions of the Corporation's workplace policies, including
applicable (i) codes of conduct, (ii) travel, business expense and reimbursement
policies, (iii) confidentiality and
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non-disclosure agreements, and (iv) such other policies as are applicable to
senior management and/or the Corporation's Board.
7. Severability. The provisions of this Agreement will
be deemed severable, and if any part of any provision is held illegal, void or
invalid under applicable law, such provision may be changed to the extent
reasonably necessary to make the provision, as so changed, legal, valid and
binding. If any provision of this Agreement is held illegal, void or invalid in
its entirety, the remaining provisions of this Agreement will not in any way be
affected or impaired but will remain binding in accordance with their terms.
8. Notices. All notices given under this Agreement will
be in writing and delivered either personally, by registered or certified mail
(return receipt requested, postage prepaid), by recognized overnight courier or
by telecopy (if promptly followed by a copy delivered personally, by registered
or certified mail or overnight courier), as follows:
If to Director: Michael W. Wickham
6364 Canterbury Drive
Hudson, Ohio 44236
If to Corporation: Roadway Corporation
1077 Gorge Boulevard
Akron, Ohio 44310
or to such other address as either party furnishes to
the other in writing.
9. Counterparts. This Agreement may be signed in
counterparts.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have executed this Agreement on the
date written above.
CORPORATION:
ROADWAY CORPORATION,
A DELAWARE CORPORATION
BY: /s/ JOHN J. GASPAROVIC
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JOHN J. GASPAROVIC
ITS: EXECUTIVE VICE PRESIDENT, GENERAL
COUNSEL & SECRETARY
DIRECTOR:
/s/ MICHAEL W. WICKHAM
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MICHAEL W. WICKHAM