AGREEMENT, made this 6th day of September, 1996, by and between YELLOW FREIGHT SYSTEM,
INC., an Indiana corporation ("Yellow"), and WILLIAM D. ZOLLARS (the "Executive").
W I T N E S S E T H
WHEREAS, the Board of Directors of Yellow has approved the employment of the Executive on the terms and
conditions set forth in this Agreement; and
WHEREAS, the Executive is willing, for the consideration provided, to enter into employment with Yellow on the
terms and conditions set forth in this Agreement;
NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
1. Employment. Yellow hereby agrees to employ the Executive, and the Executive hereby accepts such
employment, upon the terms and conditions set forth in this Agreement.
2. Term. The term of this Agreement shall be for two (2) years from the date hereof (the "Effective Date"), with
said term renewing daily, and
ending on the date of termination of the Executive's employment determined pursuant to Section 5, 6 or 7,
whichever shall be applicable.
3. Position and Duties. The Executive shall serve as President of Yellow effective as of the Effective Date, and
shall have such responsibilities and authority as commensurate with such offices and as may from time to time be
prescribed by or pursuant to Yellow's By-laws. The Executive shall devote substantially all of his working time
and efforts to the business and affairs of Yellow. The Executive shall be a member of the Board of Directors of
Yellow effective as of the Effective Date.
During the period of the Executive's employment, Yellow shall provide the Executive with the following
compensation and other benefits:
(a) Base Salary. Yellow shall pay to the Executive base salary at the initial rate of $300,000 per annum, which
shall be payable in accordance with the standard payroll practices of Yellow. Such base salary rate shall be
reviewed annually in accordance with Yellow's normal policies be