Equity Ownership Plan (2001)Full Document 

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                               ROADWAY CORPORATION
                              EQUITY OWNERSHIP PLAN


























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                                TABLE OF CONTENTS




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ARTICLE I             DEFINITIONS................................................................................4

         1.1      Definitions....................................................................................4

ARTICLE II            GENERAL TERMS..............................................................................9

         2.1      Purpose of the Plan............................................................................9

         2.2      Stock Subject to the Plan......................................................................9

         2.3      Administration of the Plan....................................................................10

         2.4      Eligibility and Limits........................................................................10

ARTICLE III           TERMS OF AWARDS...........................................................................10

         3.1      Terms and Conditions of All Awards............................................................10

         3.2      Terms and Conditions of Options...............................................................11

         3.3      Terms and Conditions of Stock Appreciation Rights.............................................14

         3.4      Terms and Conditions of Restricted Stock......................................................14

         3.5      Terms and Conditions of Deferred Stock........................................................15

         3.6      Terms and Conditions of Performance Unit Awards...............................................16

         3.7      Terms and Conditions of Phantom Stock.........................................................16

         3.8      Certain Terminations of Employment, Hardship and Approved Leaves of Absence...................17

         3.9      Fractional Shares.............................................................................17

         3.10     Terms and Conditions of Dividend Equivalent Rights............................................17

         3.11     Participation by Employees of a Less-Than-80% Subsidiary......................................17

ARTICLE IV            RESTRICTIONS ON STOCK.....................................................................18

         4.1      Escrow of Shares..............................................................................18

         4.2      Forfeiture of Shares..........................................................................18

ARTICLE V             GENERAL PROVISIONS........................................................................18

         5.1      Withholding...................................................................................18

         5.2      Changes in Capitalization; Merger; Liquidation................................................19

         5.3      Foreign Employees.............................................................................20

         5.4      Compliance with Code..........................................................................20

         5.5      Right to Terminate Employment.................................................................20

         5.6      Restrictions on Delivery and Sale of Shares; Legends..........................................20

         5.7      Right of First Refusal........................................................................20

         5.8      Reinvestment of Dividends.....................................................................21




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                                TABLE OF CONTENTS
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         5.9      Beneficiary Designation.......................................................................21

         5.10     Proceeds and Expenses.........................................................................21

         5.11     Severability..................................................................................21

         5.12     Exclusion from Certain Restrictions...........................................................21

         5.13     Non-alienation of Benefits....................................................................21

         5.14     Amendments and Other Matters..................................................................21

         5.15     Stockholder Approval..........................................................................22

         5.16     Choice of Law.................................................................................22

         5.17     Effective Date of Plan........................................................................22


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                               ROADWAY CORPORATION
                              EQUITY OWNERSHIP PLAN


Roadway Corporation hereby establishes this Plan to be called the Roadway
Corporation Equity Ownership Plan to encourage certain employees of the Company
and its Subsidiaries to acquire common stock of the Company, to make monetary
payments to certain employees based upon the value of the common stock, or based
upon achieving certain goals on a basis mutually advantageous to such employees
and the Company and thus provide an incentive for continuation of the efforts of
the employees for the success of the Company and its Subsidiaries, for
continuity of employment and to further the interests of shareholders. This Plan
is an amendment and restatement of the Roadway Express, Inc. Equity Ownership
Plan. The purpose of this amendment and restatement of the Plan is to reflect
the formation of Roadway Corporation and the exchange of common shares of
Roadway Express, Inc. for common shares of Roadway Corporation pursuant to the
Agreement and Plan of Merger by and among Roadway Express, Inc., Roadway Merger
Corp. and Roadway Corporation dated May 29, 2001.

                                   ARTICLE I

                                   DEFINITIONS

     1.1 DEFINITIONS. Whenever used herein, the masculine pronoun shall be
deemed to include the feminine, the singular to include the plural, unless the
context clearly indicates otherwise, and the following capitalized words and
phrases are used herein with the meaning thereafter ascribed:

         (a) "AWARD" means any Option, Stock Appreciation Right, Restricted
Stock, Deferred Stock, Performance Unit or Phantom Stock granted under the Plan.
Any Award made prior to May 30, 2001 shall be governed by the terms of the Plan
in effect on the date such Award is made.

         (b) "AWARD AGREEMENT" means an agreement between the Company and a
Participant or other documentation evidencing an Award.

         (c) "BENEFICIARY" means the person or persons designated by a
Participant to exercise an Award in the event of the Participant's death while
employed by the Company, or in the absence of such designation, the executor or
administrator of the Participant's estate.

         (d) "BOARD" means the Board of Directors of the Company.

         (e) "CAUSE" means, in connection with an involuntary termination by the
Company or a Subsidiary of a Participant's employment, conduct in violation of
the Company's or a Subsidiary's Code of Conduct or other act determined to be
detrimental to the Company's or a Subsidiary's best interests.

         (f) "CHANGE IN CONTROL" of the Company means any of the following:


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                  (1) a filing pursuant to any federal or state law in
         connection with any tender offer for shares of the Company (other than
         a tender offer by the Company);

                  (2) the merger, consolidation or reorganization of the Company
         into or with another corporation or other legal person, if as a result
         of such merger, consolidation or reorganization less than 50% of the
         combined voting power of the then-outstanding securities of such
         corporation or person immediately after such transaction are held in
         the aggregate by the holders of Voting Stock (as that term is hereafter
         defined) of the Company immediately prior to such transaction by reason
         of their ownership of Voting Stock of the Company;

                  (3) the sale or transfer by the Company of all or
         substantially all of its assets to another company or other legal
         person, if as a result of such sale or transfer less than 50% of the
         combined voting power of the then-outstanding securities of such
         company immediately after such sale or transfer is held in the
         aggregate by the holders of Voting Stock of the Company immediately
         prior to such sale or transfer by reason of their ownership of Voting
         Stock of the Company;

                  (4) the adoption of any resolution of reorganization or
         dissolution of the Company by its shareholders;

                  (5) the filing of a report on Schedule 13D or Schedule 14D-1
         (or any successor schedule, form or report), each as promulgated
         pursuant to the Securities Exchange Act of 1934, as amended (the
         "Exchange Act"), disclosing that any person (as the term "person" is
         used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has
         become the beneficial owner (as the term "beneficial owner" is defined
         under Rule 13d-3 or any successor rule or regulation promulgated under
         the Exchange Act) of securities representing 50% or more of the
         combined voting power of the then-outstanding securities entitled to
         vote generally in the election of directors of the Company ("Voting
         Stock");

                  (6) the filing of a report or proxy statement by the Company
         with the Securities and Exchange Commission pursuant to the Exchange
         Act disclosing in response to Form 8-K or Schedule 14A (or any
         successor schedule, form or report or item therein) that a change in
         control of the Company has occurred or will occur in the future
         pursuant to any then-existing contract or transaction;

                  (7) if during any period of two consecutive years, individuals
         who at the beginning of such period constituted the directors of the
         Company cease for any reason to constitute a majority thereof (unless
         the election, or the nomination for election by the Company's
         shareholders, of each director of the Company first elected during such
         period was approved by a vote of at least two-thirds of the directors
         then still in office who were directors of the Company at the beginning
         of any such period; or



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                  (8) the occurrence of any other event or series of events,
         which event or series of events, in the opinion of the Board, will, or
         is likely to, if carried out, result in a change in control of the
         Company;

         provided, however, a "Change in Control" will not be deemed to have
         occurred, either (i) solely because (A) the Company, (B) a subsidiary
         of the Company, or (C) any Company-sponsored employee stock ownership
         plan or any other employee benefit plan of the Company, either files or
         becomes obligated to file a report or a proxy statement under or in
         response to Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or
         any successor schedule, form or report or item therein) under the
         Exchange Act, disclosing beneficial ownership by it of shares of Voting
         Stock, whether in excess of 50% or otherwise, or because the Company
         reports that a change in control of the Company has or may have
         occurred or will or may occur in the future by reason of such
         beneficial ownership, or (ii) solely because of a change in control of
         any subsidiary by which a Participant is employed. Notwithstanding the
         foregoing provisions of Paragraphs (1)-(5) of this Subsection, if,
         prior to any event described in Paragraphs (1) - (5) of this Subsection
         instituted by any person not an officer or director of the Company, or
         prior to any disclosed proposal instituted by any person not an officer
         or director of the Company which could lead to any such event,
         management proposes any restructuring of the Company which ultimately
         leads to an event described in Paragraphs (1) - (5) of this Subsection
         pursuant to such management proposal, then a "Change in Control" will
         not be deemed to have occurred for purposes of the Plan. If any "Change
         in Control" is abandoned, the Board, may, by notice to the
         Participants, nullify the effect thereof.

         (g) "CODE" means the Internal Revenue Code of 1986, as amended.

         (h) "COMMITTEE" means the Compensation Committee of the Board.

         (i) "COMPANY" means Roadway, Inc., a Delaware corporation.

         (j) "DEFERRAL PERIOD" means the period of time during which shares of
Deferred Stock are subject to deferral limitations under Section 3.5.

         (k) "DEFERRED STOCK" means an award pursuant to Section 3.5 of the
right to receives shares of Stock at the end of a specified Deferral Period.

         (l) "DISABILITY" means a condition which entitles a Participant to
benefits under the long-term disability plan maintained by the Company or a
Subsidiary and applicable to him.

         (m) "DISPOSITION" means any conveyance, sale, transfer, assignment,
pledge or hypothecation, whether outright or as security, inter vivos or
testamentary, with or without consideration, voluntary or involuntary.

         (n) "DIVIDEND EQUIVALENT RIGHTS" means certain rights to receive
payments as described in Section 3.10.


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         (o) "FAIR MARKET VALUE" means, with respect to a share of Stock, the
last transaction price per share as quoted by the National Market System of the
National Association of Securities Dealers Automated Quotation System
("NASDAQ"), for a day specified herein for which such fair market value is to be
calculated or if there was no transaction price of such shares so quoted for
such day, on the most recent preceding day on which there was such a so quoted
transaction price.

         (p) "INCENTIVE STOCK OPTION" means an incentive stock option, as
defined in Code Section 422, described in Section 3.2.

         (q) "LESS-THAN-80% SUBSIDIARY" means a Subsidiary with respect to which
the Company directly or indirectly owns or controls less than 80% of the total
combined voting or other decision-making power.

         (r) "NON-QUALIFIED STOCK OPTION" means a stock option, other than an
Incentive Stock Option, described in Section 3.2

         (s) "OPTION" means a Non-Qualified Stock Option or an Incentive Stock
Option.

         (t) "OVER 10% OWNER" means an individual who at the time an Incentive
Stock Option is granted owns Stock possessing more than 10% of the total
combined voting power of the Company or one of its Parents or Subsidiaries,
determined by applying the attribution rules of Code Section 424(d).

         (u) "PARENT" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company if, with respect to
Incentive Stock Options, at the time of granting of such Option, each of the
corporations other than the Company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in the chain.

         (v) "PARTICIPANT" means an individual who is selected by the Committee
to receive an Award hereunder.

         (w) "PERFORMANCE GOALS" means a performance objective or objectives
established pursuant to the Plan for Participants who have received grants of

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