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XPO LOGISTICS, INC. filed this Form 10-Q on 11/05/2018
Entire Document

Exhibit 10.2

April 23rd, 2018
Sarah Glickman

Dear Sarah,

All indications point to an excellent match between your skills, values and interests and the needs and opportunities at XPO Logistics. We are pleased to offer you the position of Senior Vice President, Corporate Finance in our Greenwich, CT office starting on 06/01/2018. In this role, you will report to John Hardig, Chief Financial Officer.

The following terms and conditions apply to this offer of employment.

1. This offer is contingent upon your ability to provide the proper documentation to establish your identity and eligibility for employment required under the Immigration Reform & Control Act of 1986 and the satisfactory results of requisite background/reference checks.

2. Our offer of employment is contingent upon your execution of XPO's standard confidential information protection agreement (the "CIPA").


In exchange for services provided, you will receive the following compensation package:

Base Salary: You will receive $16,346.15 on a biweekly basis, or $425,000 annually, subject to applicable taxes and withholdings.

Annual Incentive Bonus: The bonus structure is based on a target % of annual base salary. The target incentive for you is 75% of your base salary. Your annual incentive bonus will NOT be pro-rated for 2018.

Equity Awards: Subject to approval of the Compensation Committee of XPO's Board of Directors (the “Committee”) or its Delegate, you will be granted a sign-on award of 17,050 shares consisting of 100% Time-Based Restricted Stock Units {RSUs), as soon as practicable after your start date. The RSU stock units will vest in equal increments on the first six anniversaries of grant date, subject to your continuing employment with XPO on such date. These RSU grants will be subject to the terms and conditions of equity grant agreements in XPO's standard form for comparable grants.

Long Term Equity: In addition, you will receive 1,900 shares as a pro-rated 2018 performance year grant consisting of 100% Time-Based Restricted Stock Units (RSUs). This grant of RSU stock units will vest in equal increments 50% at second anniversary of grant date and 50% at third anniversary of grant date, subject to your continuing employment with XPO on such date. Any such award will be contingent upon the approval of the Committee or its Delegate. As an at will employee all incentive or compensation programs are subject to change in the sole discretion of the Company.

Relocation Plan: You are eligible for XPO relocation benefits. Attached for your reference is Relocation Benefits Summary. In the event that you voluntarily leave XPO before you have completed 12 months of continuous employment you will be required to repay 100% of the cost of the relocation. Greater than 12 months, but less than 24 months of continuous employment, then we will dismiss 50% of your relocation bonus. If you wish to participate in relocation benefits, please complete the attached Relocation