Letter Agreement Regarding Transaction Fee Between USF Corporation and Paul J. Liska
This agreement is between USF Corporation and Paul J. Liska. It states that if USF Corporation completes a merger with Yellow Roadway Corporation and Mr. Liska remains Executive Chairman until the merger is finalized, he will receive a $2,190,000 payment in addition to his other compensation. The agreement is effective as of February 27, 2005, and requires Mr. Liska not to resign voluntarily before the merger's completion to qualify for the payment.
Exhibit 10.4
February 27, 2005
Mr. Paul J. Liska
20 S. Wynstone Drive
N. Barrington, Illinois 60010
Dear Paul:
This letter confirms the agreement which we have reached regarding a transaction fee payable to you if USF Corporation (the “Company”) completes a merger with Yellow Roadway Corporation. At the Effective Time (as defined in the Merger Agreement between the Company and Yellow Roadway Corporation, dated February 27, 2005), assuming that you have not voluntarily resigned as Executive Chairman prior to the Effective Time, you will, in addition to other amounts that you are entitled to receive as a director and Executive Chairman of the Company, receive a payment in the amount of $2,190,000.
If the foregoing is consistent with your understanding, please countersign the enclosed copy of this letter and return it to me.
Sincerely,
| USF CORPORATION | ||
| By: | /s/ Steven W. Lilienthal | |
| Chairman, Compensation, Committee | ||
| Accepted and agreed to | ||
| this 27th day of February 2005 | ||
| /s/ Paul J. Liska | ||
| Paul J. Liska | ||
