XPO Intermodal Solutions, Inc.
XPO Last Mile, Inc.
XPO Last
Mile Holding, Inc.
XPO Logistics, LLC
XPO Logistics Cartage, LLC
XPO
Logistics Drayage, LLC
XPO Logistics Express, LLC
XPO Logistics Freight, Inc.
XPO Logistics Manufacturing, LLC
XPO Logistics NLM, LLC
XPO
Logistics Port Services, LLC
XPO Logistics Supply Chain of New Jersey, LLC
XPO Logistics Supply Chain of Puerto Rico, Inc.
XPO Logistics Supply Chain of Texas, LLC
XPO Logistics Supply Chain Corporate Services, Inc.
XPO Logistics Supply Chain, Inc.
XPO Logistics Worldwide, Inc.
XPO Logistics Worldwide Government Services, LLC
XPO LTL Solutions, Inc.
XPO
Ocean World Lines, Inc.
XPO Transport, LLC
The Administrator is authorized to change a present or future Subsidiarys designation as a Participating Company at any time without
additional shareholder approval. For the avoidance of doubt, no international Subsidiary (where employees receive no U.S. source income) shall be considered a Participating Company.
(o)
Plan
means this XPO Logistics, Inc. Employee Stock Purchase Plan, as it may be amended from time to time.
(p)
Plan Account
or
Account
means the account established and maintained on behalf of each Participant
by the Company for the purpose of investing in Stock and engaging in other transactions permitted under the Plan pursuant to Section 7(a). The funds allocated to a Participants Account shall remain the property of the Participant at all
times but may be commingled with the general funds of the Company, except to the extent such commingling may be prohibited by the laws of any applicable jurisdiction.
(q)
Purchase Price
means the price at which Participants may purchase Stock under the Plan, as determined pursuant to
Section 7(b).
(r)
Stock
means the Common Stock of the Company, with par value of $0.001 per share.
(s)
Subsidiary
means any corporation (other than the Company) in an unbroken chain of corporations beginning with the
Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.
SECTION 16. MISCELLANEOUS.
(a)
Notices
.
All notices or other communications by a Participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the
person, designated by the Company for the receipt thereof.
(b)
Plan Effective Date and Shareholder Approval.
The Plan was adopted
by the Board on October 18, 2017, and became effective upon approval by the Companys stockholders on , 2017 by a vote
sufficient to meet the requirements of Section 423(b)(2) of the Code.
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