YELLOW ROADWAY CORPORATION
2004 LONG-TERM INCENTIVE AND EQUITY AWARD PLAN
1. Definitions . In this Plan, except where the context otherwise indicates, the following definitions shall apply:
1.1 “Affiliate” means a corporation, partnership, business trust, limited liability company, or other form of business
organization at least a majority of the total combined voting power of all classes of stock or other equity interests of which
is owned by the Company, either directly or indirectly.
1.2 “Agreement” means a written agreement or other document evidencing an Award that shall be in such form as
the Committee may specify. The Committee in its discretion may, but need not, require a Participant to sign an Agreement.
1.3 “Automatic Adjustment Event” means a change in the outstanding Common Stock by reason of a stock dividend,
stock split, or reverse stock split.
1.4 “Award” means a grant of:
(a) an Option;
(b) a SAR;
(c) Restricted Stock;
(d) a Restricted Stock Unit;
(e) a Performance Award; or
(f) an Other Stock-Based Award.
1.5 “Board” means the Board of Directors of the Company.
1.6 “Code” means the Internal Revenue Code of 1986, as amended.
1.7 “Committee” means the committee(s), subcommittee(s), or person(s) the Board appoints to administer this Plan or
to make or administer specific Awards hereunder. If no appointment is in effect at any time, “Committee” means the
Compensation Committee of the Board. Notwithstanding the foregoing, “Committee” means the Board for purposes of
granting Awards to Non-Employee Directors and administering this Plan with respect to those Awards, unless the Board
1.8 “Common Stock” means the Company’s common stock, par value $1.00 per share.
1.9 “Company” means Yellow Roadway Corporation and any successor thereto.
1.10 “Date of Exercise” means the date on which the Company receives notice of the exercise of an Option or SAR in