<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
YELLOW CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
YELLOW CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
YELLOW CORPORATION LOGO
YELLOW CORPORATION
10990 Roe Avenue
Overland Park, Kansas 66211
------------------------------
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 20, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Yellow
Corporation (the "Company") will be held at the Company's General Office, 10990
Roe Avenue, Overland Park, Kansas, at 9:30 a.m., Central Daylight Time, to
consider the following matters:
<TABLE>
<C> <S>
I. The election of eight directors;
II. The approval of the adoption of the 1999 Stock Option Plan;
III. The approval of an amendment to the Company's Directors'
Stock Compensation Plan to increase the number of shares
reserved for award under the Plan from 100,000 to 200,000;
IV. The approval of the appointment of Arthur Andersen LLP as
independent public accountants of the Company for 2000; and
V. The transaction of such other business as may properly come
before such meeting or any adjournment thereof.
</TABLE>
Information regarding the matters to be acted upon at the Annual Meeting is
contained in the accompanying Proxy Statement.
The close of business on February 22, 2000 has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the Annual Meeting or any adjournment thereof.
WHETHER YOU EXPECT TO ATTEND THE MEETING OR NOT, PLEASE COMPLETE, SIGN AND
RETURN THE ACCOMPANYING PROXY SO THAT YOUR SHARES WILL BE REPRESENTED AT THE
MEETING. Return it as promptly as possible in the enclosed envelope. No postage
is required if mailed in the United States.
If you attend the meeting in person, you may revoke your proxy and cast
your vote in person. If you receive more than one proxy because your shares are
held in various names or accounts, each proxy should be completed and returned.
By Order of the Board of Directors:
/s/ WILLIAM F. MARTIN, JR.
Overland Park, Kansas
March 3, 2000 WILLIAM F. MARTIN, JR., Secretary
<PAGE> 3
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
YELLOW CORPORATION
10990 Roe Avenue
Overland Park, Kansas 66211
INTRODUCTION
This statement is furnished in connection with the solicitation by the
Board of Directors of Yellow Corporation (the "Company"), a Delaware
corporation, of proxies for use at the 2000 Annual Meeting of Stockholders of
the Company, to be held at the Company's General Office, 10990 Roe Avenue,
Overland Park, Kansas (the Company's telephone is 913/696-6100; mailing address
10990 Roe Avenue, Overland Park, Kansas 66211), at 9:30 a.m., Central Daylight
Time, on April 20, 2000, and at any and all adjournments thereof. The Company's
Annual Report (including audited financial statements) for the year ended
December 31, 1999 accompanies this Proxy Statement, Notice of Annual Meeting of
Stockholders and form of proxy, which will be mailed to stockholders on or about
March , 2000. The Annual Report is not part of this proxy soliciting material
except to the extent specifically incorporated herein by reference. A copy of
the Company's annual report to the Securities and Exchange Commission on Form
10-K and the quarterly reports on Form 10-Q may be obtained without charge by
writing the Treasurer of the Company at the above mailing address.
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING OF THE COMPANY
At the annual meeting, the Company's stockholders will consider and vote
upon (1) the election of eight directors; (2) the approval of the adoption of
the 1999 Stock Option Plan; (3) the approval of an amendment to the Company's
Directors' Stock Compensation Plan to increase the number of shares reserved for
award under the Plan from 100,000 to 200,000; and (4) the approval of the
appointment of Arthur Andersen LLP as independent public accountants of the
Company for 2000.
VOTING AND PROXIES
RECORD DATE; VOTING RIGHTS
Stockholders of record as of the close of business on February 22, 2000
will be entitled to notice of and to vote at the Annual Meeting of Stockholders
of the Company or any adjournment thereof. On such date the Company had
outstanding 25,235,524 shares of common stock, par value $1.00 per share
("Common Stock"), which constitute the Company's only outstanding voting
securities. Each share of Common Stock has one vote. Unless marked to the
contrary, proxies received will be voted (1) for the election to the Board of
all nominees to the Board of Directors; (2) for the adoption of the 1999 Stock
Option Plan; (3) for the approval of the amendment to the Company's Directors'
Stock Compensation Plan to increase the number of shares reserved for award
under the Plan from 100,000 to 200,000; (4) for the approval of the appointment
of Arthur Andersen LLP as independent public accountants of the Company for
2000; and (5) in the discretion of the Proxy Committee on such other business as
may properly come before the meeting.
A stockholder who has given a proxy may revoke it at any time prior to its
exercise at the meeting by filing with the Secretary of the Company an
instrument revoking it or a duly executed proxy bearing a later date, or by
attending the meeting and voting. Attendance at the meeting does not by itself
constitute revocation of the proxy. Approval of the 1999 Stock Option Plan and
the amendment to the Directors' Stock Compensation Plan require the affirmative
vote of a majority of the outstanding shares as of the record date. The election
of directors shall be determined by a plurality of the votes cast. Determination
of the appointment of Arthur Andersen LLP as independent public accountants
shall be by a majority of the votes cast.
-1-
<PAGE> 4
Proxies marked as abstaining (including proxies containing broker
non-votes) on any matter to be acted upon by stockholders will be treated as
present at the meeting for purposes of determining a quorum but will not be
counted as votes cast.
SOLICITATION OF PROXIES
The cost of the solicitation will be borne by the Company. In addition to
the use of the mails, proxies may be solicited by the directors, officers and
employees of the Company without additional compensation, by personal interview,
telephone, telegram or otherwise. Arrangements may also be made with brokerage
firms and other custodians, nominees and fiduciaries for the forwarding of
soliciting material to the beneficial owners of common stock held of record by
such persons. The Company will reimburse such respective brokers, custodians,
nominees and fiduciaries for the reasonable out-of-pocket expenses incurred by
them in connection therewith.
SUBMISSION OF PROPOSALS BY STOCKHOLDERS
Stockholders' proposals intended to be presented at the 2001 annual meeting
must be received by November 10, 2000 to be eligible for inclusion in the proxy
materials. Stockholder proposals received after January 19, 2001, shall be
considered untimely and the Company shall be free to use its discretionary
authority to preclude any stockholder proposal received after that date from
presentment at the 2001 annual meeting.
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT OF
NAME OWNERSHIP(1) CLASS(2)
---- ----------------- ----------
<S> <C> <C>
Klaus E. Agthe......................................... 11,210(3) *
Cassandra C. Carr...................................... 9,252(4) *
Howard M. Dean......................................... 10,169(5) *
Ronald T. LeMay........................................ 8,878(6) *
John C. McKelvey....................................... 9,068(7) *
William L. Trubeck..................................... 9,844(8) *
Carl W. Vogt........................................... 9,384(9) *
William D. Zollars..................................... 112,500(10) *
William F. Martin, Jr.................................. 56,678.6(11) *
Herbert A. Trucksess, III.............................. 87,840.5(12) *
All Directors and Executive Officers as a Group (10
Persons)............................................. 324,824.1(13) 1.3
</TABLE>
(1) Direct ownership unless indicated otherwise.
(2) * indicates less than 1% ownership.
(3) Includes 6,000 shares subject to option.
(4) Includes 6,000 shares subject to option. Also includes 2,665 shares
upon which Mrs. Carr has deferred receipt until her departure from the
Board.
(5) Includes 6,000 shares subject to option.
(6) Includes 6,000 shares subject to option.
(7) Includes 5,500 shares subject to option and 200 shares upon which Mr.
McKelvey disclaims beneficial ownership.
(8) Includes 6,000 shares subject to option.
(9) Includes 6,000 shares subject to option.
(10) Includes 112,500 shares subject to option.
-2-
<PAGE> 5
(11) Includes 55,000 shares subject to option and 1,278.6 shares credited
to Mr. Martin's account in the Stock Sharing Plan.
(12) Includes 81,250 shares subject to option and 13.5 shares credited to
Mr. Trucksess' account in the Stock Sharing Plan.
(13) Includes 290,250 shares subject to option and 1,292.1 shares credited
to Executive Officers' accounts in the Stock Sharing Plan.
Share ownership of Directors and Executive Officers is as of January 31,
2000, and includes (i) shares in which they may be deemed to have a beneficial
interest, (ii) shares credited to individual accounts in the Stock Sharing Plan,
a qualified savings and defined contribution plan; (iii) shares subject to
options that are exercisable on or prior to March 31, 2000, pursuant to the
1992, 1996 and 1997 Stock Option Plans; and (iv) in the case of outside
Directors, options that are exercisable on or prior to March 31, 2000, pursuant
to the Directors' Stock Compensation Plan.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AS OF JANUARY 31, 2000
As of January 31, 2000, the persons known to the Company to be beneficial
owners of more than five percent of the Company's outstanding shares of Common
Stock, the number of shares beneficially owned by them, and the percent of such
shares so owned were:
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP OF CLASS
------------------- ----------------- --------
<S> <C> <C>
Mellon Financial Corporation.............................. 2,646,097(1) 10.49
One Mellon Bank Center
Pittsburgh, PA 15258
The Prudential Insurance Company of America............... 1,417,800(2) 5.62
751 Broad Street
Newark, NJ 07102
Dimensional Fund Advisors, Inc. .......................... 1,374,100(3) 5.45
1299 Ocean Avenue
Santa Monica, CA 90401
</TABLE>
(1) According to information provided to the Company. Mellon Financial
Corporation had, through certain of its subsidiaries, the following voting and
dispositive powers with respect to such shares: (a) sole voting power, 1,948,897
shares; (b) shared voting power, 136,000 shares; (c) sole dispositive power,
2,402,597 shares; and (d) shared dispositive power, 243,500 shares.
(2) According to information provided to the Company, Prudential Insurance
had the following voting and dispositive powers with respect to such shares: (a)
sole voting power, 10,300 shares; (b) shared voting power, 1,407,500 shares; (c)
sole dispositive power, 10,300 shares; and (d) shared dispositive power,
1,407,500 shares.
(3) According to information provided to the Company, Dimensional Fund
Advisors, Inc. had the following voting and dispositive powers with respect to
such shares: (a) sole voting power, 1,374,100 shares; (b) shared voting power, 0
shares; (c) sole dispositive power, 1,374,100 shares; and (d) shared dispositive
power, 0 shares.
-3-
<PAGE> 6
I. ELECTION OF DIRECTORS
At the meeting, eight directors are to be elected to hold office until the
2001 Annual Meeting and until their successors are elected and have qualified.
If any nominee should be unable to stand for election as a director, it is
intended that the shares represented by proxies will be voted for the election
of such substitute as management may nominate.
The following table sets forth information with respect to each nominee for
election as a director of the Company. No nominee has any family relationship
with any other director or executive officer of the Company.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION;
NAME; PAST SERVICE DIRECTORSHIPS; AGE
------------------ ---------------------
<S> <C>
NOMINEES FOR ELECTION AS DIRECTORS
Klaus E. Agthe....................... Formerly director and North American Liaison for the VIAG
Director since 1984 Group, Munich, Germany (an international holding company);
69
Cassandra C. Carr.................... Senior Executive Vice President, External Affairs SBC
Director since 1997 Communications, Inc., San Antonio, Texas
(Telecommunications) (Since 1998). Formerly Senior Vice
President, Human Resources (1994-1998); 55
Howard M. Dean....................... Chairman and Chief Executive Officer (formerly President
Director since 1987 and Chief Executive Officer) of Dean Foods Company,
Franklin Park, IL (processor and distributor of food
products); Director of Ball Corporation; 62
Ronald T. LeMay...................... President, Director and Chief Operating Officer of Sprint
Director since 1994 Corporation, Kansas City, Missouri (a global communications
company) (since October 1997). Formerly Chairman, President
and Chief Executive Officer of Waste Management, Inc. (July
1997 -- October 1997); Director, President and Chief
Operating Officer of Sprint Corporation, Kansas City, MO
(1996-1997), Chief Executive Officer of the Sprint
Telecommunications Venture (1995-1996); Vice Chairman of
Sprint Corporation (March 1995 -- February 1996); Director,
President, and Chief Operating Officer, Long Distance
Division, Sprint Corporation (October 1989 -- March 1995);
Director of Imation Corporation, AllState Corporation,
Utilicorp, Inc. and Ceridian Corporation; 54
John C. McKelvey..................... President Emeritus of Midwest Research Institute, Kansas
Director since 1977 City, Missouri (scientific and technical research) since
January 2000. Formerly President and Chief Executive
Officer of Midwest Research Institute, Kansas City,
Missouri (1975-1999); 65
William L. Trubeck................... Senior Vice President-Finance and Chief Financial Officer,
Director since 1994 President, Latin American Operations, International
MultiFoods, Inc., Minneapolis, MN (food distribution and
production) (since February, 1997). Formerly Senior Vice
President-Finance and Chief Financial Officer of SPX
Corporation, Muskegon, MI (November 1994 -- October 1996);
Senior Vice President and Chief Financial Officer of
Honeywell, Inc., Minneapolis, MN (April 1993 -- October
1994); 53
</TABLE>
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<PAGE> 7
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION;
NAME; PAST SERVICE DIRECTORSHIPS; AGE
------------------ ---------------------
<S> <C>
Carl W. Vogt......................... President (interim) of Williams College, Williamstown, MA
Director since 1996 (since October, 1999). Senior Partner, Fulbright &
Jaworski, L.L.P., Washington, DC (since 1994). Formerly
Chairman, National Transportation Safety Board, Washington,
DC (1992-1994); Managing Partner, Fulbright & Jaworski,
L.L.P., Washington, DC (prior to 1994); Director of BT Alex
Brown Flag Funds and American Science & Engineering; 63
William D. Zollars................... Chairman, President and Chief Executive Officer of the
Director since 1999 Company (since November 1999). President of Yellow Freight
System, Inc., the Company's principal operating subsidiary
(since September, 1996). Formerly Senior Vice President,
Ryder Integrated Logistics, Inc., Miami, Florida
(1994-1996); 52
</TABLE>
STRUCTURE AND FUNCTIONING OF THE BOARD OF DIRECTORS
The Board of Directors held five regularly scheduled meetings and four
special meetings during 1999.
Audit Committee. The Audit Committee met three times during 1999. The Audit
Committee consisted of Ronald T. LeMay, John C. McKelvey, and Carl W. Vogt. The
Committee's functions include consulting with the Company's independent public
accountants concerning the scope and results of the audit, reviewing the
evaluation of internal accounting controls and inquiring into special
accounting-related matters.
Compensation Committee. The Compensation Committee met five times during
1999. The Compensation Committee consisted of Cassandra C. Carr, William L.
Trubeck, and retired director David H. Hughes through the February, 1999
meeting, with Howard M. Dean replacing Mr. Hughes on the Committee thereafter.
The Committee's functions include making recommendations to the Board of
Directors regarding compensation of officers and approving compensation
strategies for executive officers; reviewing actions relating to officer
compensation; and setting policy for the Company's pension and profit sharing
plans.
Governance Committee. The Governance Committee met once during 1999. The
Governance Committee consisted of Carl W. Vogt, Klaus E. Agthe, and Howard M.
Dean. The Committee's functions include: (a) the organization, structure and
responsibility of the Board and its Committees; (b) evaluation of the
effectiveness of the Board and each Committee in the Company's corporate
governance process; (c) review of the qualifications of prospective directors
and the nomination of director candidates; (d) review of the appropriate level
of outside directors' fees and retainers; and (e) determination of the
appropriate ratio of inside and outside directors.
DIRECTORS' COMPENSATION
Directors who are not full time employees of the Company are paid an annual
retainer for Board service of $23,000; an annual retainer for Committee service
of $1,200 for each Committee on which a Director serves; an attendance fee of
$1,300 for each Board meeting and $1,100 for each Committee meeting attended;
and are reimbursed or made whole for all costs or expenses of any kind incurred
by them relating to Board or Committee meetings. Committee chairmen receive an
attendance fee of $2,100 for each committee meeting attended. Directors may
elect to defer receipt of the retainer and attendance fees. Pursuant to the
terms of the Directors Stock Compensation Plan, a minimum of 50% of the Board
and Committee retainers are to be paid in the form of Company common stock, with
the stock award determined annually on the date of the Company's Annual Meeting
of Stockholders based on the closing price of the Company's common stock on that
date and the then-applicable level of Board and Committee retainers. The
directors annually have the option of taking up to 100% of the Board and
Committee retainers in Company common stock rather than cash. Also pursuant to
the Directors Stock Compensation Plan, commencing on April 24, 1997 and annually
on the first business day of each calendar year thereafter, the Directors
receive option grants of 2,000 shares of
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<PAGE> 8
the Company's common stock, with the options vesting after six months and
exercisable for five years. A total of 100,000 shares are reserved for award
under the Directors Stock Compensation Plan, with the Company proposing that the
Stockholders approve increasing the shares reserved to 200,000. Directors who
are full time employees of the Company or any subsidiary are not paid any
retainer or attendance fees for services as members of the Board or any
Committee thereof.
During 1999, no incumbent Director attended fewer than 75% of the aggregate
of the total number of meetings of the Board held during the period he was a
Director and of Committees of the Board on which he served during the period
that he was a Director.
EXECUTIVE COMPENSATION
There is shown below information concerning the annual and long-term
compensation for services in all capacities to the Company for the fiscal years
ended December 31, 1999, 1998 and 1997 of those persons who were, at December
31, 1999, the executive officers of the Company. Also listed is the compensation
of former Chairman, President and Chief Executive Officer A. Maurice Myers, who
resigned effective November 8, 1999, and former Senior Vice President Samuel A.
Woodward, who resigned effective October 15, 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-----------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------------- ------------------------ -----------
(B) (C) (D) (E) (F) (I)
(A) (2)OTHER RESTRICTED (G) (H) (3)ALL
NAME AND PRINCIPAL ANNUAL STOCK OPTIONS/ LTIP OTHER
POSITION YEAR SALARY ($) BONUS ($) COMP. ($) AWARD(S) ($) SARS (#) PAYOUTS ($) COMP. ($)
------------------ ---- ---------- --------- --------- ------------ -------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
William D. Zollars 1999(1) $383,077 $281,546 $ 0 0 250,000/0 0 $2,000
President and Chief 1998 $328,388 $ 38,626 0 0 50,000/0 0 $ 0
Executive Officer, 1997 $309,000 $225,014 0 0 50,000/0 0 $ 0
Yellow Corporation
Herbert A. Trucksess, III 1999 $261,500 $158,003 0 0 50,000/0 0 $2,400
Senior Vice President of 1998 $246,000 $ 51,630 0 0 40,000/0 0 0
Finance and Treasurer, 1997 $220,997 $115,260 0 0 50,000/0 0 0
Yellow Corporation
William F. Martin, Jr. 1999 $228,500 $126,794 0 0 25,000/0 0 $1,000
Senior Vice President 1998 $211,080 $ 39,871 0 0 20,000/0 0 0
& Secretary, Yellow 1997 $191,580 $ 94,832 0 0 25,000/0 0 0
Corporation
A. Maurice Myers 1999 $457,737 $ 0 $ 0 0 0 0 $1,000
Former President and Chief 1998 $550,000 $158,971 $ 0 0 400,000/0 0 $ 0
Executive Officer, 1997 $550,000 $369,150 $75,441 0 170,000/0 0 $ 0
Yellow Corporation
Samuel A. Woodward 1999 $209,135(4) $128,074 0 0 0 0 0
Former Senior Vice 1998 $219,100 $ 40,968 0 0 20,000/0 0 0
President, Operations & 1997 $209,100 $103,502 0 0 25,000/0 0 0
Planning, Yellow Corporation
</TABLE>
(1) Amounts indicated include compensation received by Mr. Zollars in his
former capacity of President of Yellow Freight System, Inc., the Company's
principal operating subsidiary, for 1997, 1998, and through November 8, 1999.
(2) While the five named executive officers receive certain perquisites
from the Company, such perquisites did not reach in 1999 the threshold for
reporting of $50,000 or ten percent of salary and bonus set forth in the
applicable rule of the Securities and Exchange Commission. Mr. Myers' other
annual compensation in 1997 includes $32,821 for reimbursement of club
initiation fees.
(3) The compensation reported for 1999 includes the Company's matching
contribution under the 401(k) portions of its defined contribution plan.
-6-
<PAGE> 9
(4) Does not include $312,000 lump sum payment made to Mr. Woodward pursuant to
his Separation Agreement with the Company referred to in discussion below of
termination of employment agreements.
OPTIONS AND STOCK APPRECIATION RIGHTS
The following tables summarize the option exercises by the executive
officers named in the Summary Compensation Table above during 1999; the year-end
value of their options; and the option grants to said executive officers during
1999.
OPTION AND SAR EXERCISES AND YEAR END VALUE TABLE (1)
<TABLE>
<CAPTION>
VALUE OF VALUE OF
NUMBER OF NUMBER OF UNEXERCISED UNEXERCISED
UNEXERCISED UNEXERCISED IN-THE-MONEY IN-THE-MONEY
OPTIONS AT SARS AT OPTIONS AT SARS AT
FY-END (#) FY-END(#) FY-END($) FY-END(#)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/ EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE UNEXERCISABLE UNEXERCISABLE
- ---------------------- --------------- ----------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
W.D. Zollars 0 N/A 112,500/362,500 0 $257,850/$218,800 0
H. A. Trucksess III 2,000 $ 4,562 81,250/123,750 0 $211,039/$132,456 0
W. F. Martin, Jr. 0 N/A 55,000/71,250 0 $171,113/$109,006 0
A.M. Myers 0 N/A 427,500/0 0 $1,041,200/0 0
S.A. Woodward 0 N/A 59,675/30,000 0 $192,423/$85,547 0
</TABLE>
(1) The value of the Company's common stock on 12/31/99 was $16.813.
OPTION/SAR GRANTS IN LAST FISCAL YEAR (1)
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
AT ASSUMED ANNUAL
NUMBER OF PERCENT OF TOTAL(2) RATES OF STOCK
SECURITIES OPTIONS/SAR'S PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM
OPTIONS/SAR'S EMPLOYEES IN BASE PRICE EXPIRATION -----------------------
NAME GRANTED(#) FISCAL YEAR ($/SHARE) DATE 5% 10%
- ----------------------- ------------- ------------------- ----------- ---------- -- ---
<S> <C> <C> <C> <C> <C> <C>
W.D. Zollars 50,000 6.95% $15.875 8/31/09 $ 499,000 $1,265,000
200,000 27.82% $15.000 12/15/09 $1,886,000 $4,782,000
H. A. Trucksess III 50,000 6.95% $15.875 8/31/09 $ 499,000 $1,265,000
W. F. Martin, Jr. 25,000 3.48% $15.875 8/31/09 $ 249,500 $1,265,000
</TABLE>
(1) All options become exercisable in four equal annual installments. All
options were granted with an exercise price equal to the Closing Price of the
Company's common stock as reported by NASDAQ on the date of each grant. The time
at which options become exercisable is accelerated upon the occurrence of
certain events, including total permanent disability or death of the Executive
Officer while in the employ of the Company, if the Company is wholly or partly
liquidated, or is a party to a merger, consolidation or reorganization in which
it or an entity controlled by it is not the surviving entity. Options exercised
may be paid for in cash or by delivery of shares owned by the Grantee.
(2) Includes grants to employees of certain of the Company's subsidiaries.
EMPLOYMENT CONTRACTS, CHANGE OF CONTROL AGREEMENTS
AND TERMINATION OF EMPLOYMENT AGREEMENTS
The Company entered into an Employment Agreement on December 15, 1999 with
its Chairman, President and Chief Executive Officer William D. Zollars that
contains the following essential terms and conditions: (a) a base salary of
$550,000 per year, retroactive to November 8, 1999, to be reviewed annually in
accordance with the Company's normal salary policy for executive officers; (b)
an annual bonus pursuant to which a threshold award in the amount of 18.75% of
Mr. Zollars' base salary, a target award in the amount of
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<PAGE> 10
75% of Mr. Zollars' base salary, and a maximum award of 150% of base salary,
shall be established for each year, with the criteria for establishment of the
target and parameters for payment to be determined annually by the Compensation
Committee, at least 80% of the criteria established by the Committee being based
on specific measurements of financial performance of the Company during the
applicable year and the remaining percentage being based on non-financial
criteria; (c) a stock option award on December 15, 1999 based on the closing
price of the Company's common stock on the NASDAQ exchange on that date in the
amount of 200,000 shares, with the award vesting 25% on each anniversary of the
award; (d) a supplemental retirement benefit providing Mr. Zollars with the
difference between the benefits that he would have received under the Company's
pension plan if the service credited for benefit accrual purposes under the plan
were 20 years plus his actual such service, if any, after his normal retirement
date and the benefits actually payable to Mr. Zollars under the pension plan,
said supplemental retirement benefit vesting at the rate of 20% per year
measured from September 6, 1996, the commencement date of Mr. Zollars' prior
employment as President of Yellow Freight System, Inc., the Company's principal
operating subsidiary, with Mr. Zollars becoming 100% vested on September 6,
2001; (e) payments in the event of Mr. Zollars' termination "without cause," or
resignation for "good reason" or following a "change of control", as those terms
are defined in the Agreement ("Change of control" having the same definition as
set forth in the Company's Executive Severance Agreements, described below) in
the amount of twice Mr. Zollars' annual rate of compensation, including target
bonus, at the time of termination, plus target bonus for the year of
termination, and immediate vesting in all outstanding stock options and any
incentive and benefit plans applicable at the time of termination.
The Company has entered into Executive Severance Agreements (the
"Agreements") with all the executive officers named in the Summary Compensation
Table, as designated by the Board of Directors. (In the case of William D.
Zollars, payments are only to the extent that they would exceed payments under
the "change of control" provisions of Mr. Zollars' Employment Agreement.)
In the event of a "Change in Control" of the Company followed within two
years by (1) the termination of the executive's employment for any reason other
than death, disability, retirement or "cause" or (2) the resignation of the
executive due to an adverse change in title, authority or duties, a transfer to
a new location, a reduction in salary, or a reduction in fringe benefits or
annual bonus below a level consistent with the Company's practice prior to the
Change of Control, the Agreements provide that the executive shall be paid a
lump sum cash amount equal to the sum of (a) two times the executive's highest
compensation (salary plus bonus) for any consecutive 12-month period within the
previous three years. If the executive is within 10 years of his normal
retirement age (65), then the executive would be paid three times such highest
compensation. The above-described payments are also subject to a gross-up
provision in the event that it is determined that the benefits provided by the
Agreements are subject to the excise tax imposed by Section 4999 of the Internal
Revenue Code of 1986.
The executive would further be entitled to receive in exchange for his
non-qualified stock options granted by the Company which are outstanding on the
date of the Change of Control common stock of the Company (or, if the Company or
its successor becomes a subsidiary of another company, common stock of such
other company) having a fair market value equal to the fair market value of such
stock options on the Effective Date of the Change of Control.
A termination is for "cause" if it is the result of a conviction of a
felony involving moral turpitude by a court of competent jurisdiction, which is
no longer subject to direct appeal, or an adjudication by a court of competent
jurisdiction, which is no longer subject to direct appeal, that the executive is
mentally incompetent or that he is liable for willful misconduct in the
performance of his duty to the Company which is demonstrably and materially
injurious to the Company.
"Change of Control" for the purpose of the Agreements shall be deemed to
have taken place if: (i) A third person, including a "group" as defined in
Section 13(D)(3) of the Securities Exchange Act of 1934, purchases or otherwise
acquires shares of the Company and as a result thereof becomes the beneficial
owner of shares of the Company having 20% or more of the total number of votes
that may be cast for the election of directors of the Company; or (ii) as the
result of, or in connection with any cash tender or exchange offer, merger or
other business combination, or contested election, or any combination of the
foregoing transactions,
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<PAGE> 11
the continuing directors shall cease to constitute a majority of the Board of
Directors of the Company or any successor to the Company.
The Company entered into a Separation Agreement with former Senior Vice
President Samuel A. Woodward on October 15, 1999 which provided a lump sum
payment of $312,000; payment of the 1999 incentive compensation bonus as if he
had stayed on the payroll through December 31, 1999; and continued vesting and
exercisability of outstanding stock options through October 15, 2000.
DEFINED BENEFIT PENSION PLAN
The Company and certain of its subsidiaries' officers participate in a
noncontributory, defined benefit pension plan. Such plan covers all regular
full-time and regular part-time office, clerical, sales, supervisory and
executive personnel of the Company and participating subsidiaries (excluding
directors who are not salaried employees) who are at least age 21, are employed
in the United States and are not otherwise covered by a pension plan under a
collective bargaining agreement. Pension plan benefits are calculated solely on
salaries and cash bonuses. Compensation reported in the Summary Compensation
Table includes amounts which are not covered compensation under the pension
plan. Participants are vested after five years of service.
A participant retiring at age 65 will receive an annual pension benefit
(single life basis) amounting to 1 2/3% of his final average annual compensation
paid in the five highest consecutive years of the participant's last ten
consecutive years of participation, multiplied by his total years of
participation, the sum of which is reduced by 50% of the amount of his primary
Social Security entitlement at retirement (prorated if participation is less
than 30 years). The pension of the highest-paid executive officers will probably
be reduced from the above formula because of ERISA limitations.
The following table sets forth the gross annual benefits (single life at
age 65), before deduction of the applicable primary Social Security offset
amount (a maximum of 50% of the participant's primary Social Security benefits
at 30 years of participation), payable upon retirement under the defined benefit
pension plan for specified remuneration and years of service classifications,
part of which may be paid pursuant to the supplemental retirement income
agreements discussed below:
PENSION VALUE TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
---------------------------------------------------
ELIGIBLE REMUNERATION(1) 15 20 25 30 35
- ------------------------ ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
200,000 50,000 66,650 83,350 100,000 116,650
225,000 56,250 75,000 93,750 112,500 131,250
250,000 62,500 83,350 104,150 125,000 145,850
300,000 75,000 100,000 125,000 150,000 175,000
350,000 87,500 116,650 145,850 175,000 204,150
400,000 100,000 133,350 166,650 200,000 233,350
450,000 112,500 150,000 187,500 225,000 262,500
500,000 125,000 166,650 208,350 250,000 291,650
550,000 137,500 183,350 229,150 275,000 320,850
600,000 150,000 200,000 250,000 300,000 350,000
650,000 162,500 216,650 270,850 325,000 379,150
700,000 175,000 233,350 291,650 350,000 408,350
750,000 187,500 250,000 312,500 375,000 437,500
800,000 200,000 266,650 333,350 400,000 466,650
850,000 212,500 283,350 354,150 425,000 495,850
</TABLE>
(1) Eligible Remuneration as used in this table is defined as final average
covered compensation (salary and annual bonus) for the five highest consecutive
years of the participant's last ten consecutive years of participation preceding
termination of employment under the plan.
-9-
<PAGE> 12
ERISA, as amended by subsequent legislation, limits covered compensation
under the pension plan to $160,000 in 1999 and imposes maximum annual benefit
limitations, which may cause a reduction in the pension payable under the
pension plan. The Company enters into nonqualified, unfunded supplemental
retirement income agreements with affected participants which are designed to
provide those benefits intended by the pension plan before application of the
legislative limitations.
The named executive officers have credited years of service in the plan as
follows: Mr. Zollars, 3 years, Mr. Trucksess, 5 years, and Mr. Martin, 19 years.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The compensation program for the Company's executive officers was
established to allow the organization to attract and retain the caliber of
executive whose leadership skills will enable the Company and its subsidiaries
to effectively compete in their market segments. Additionally, the programs are
intended to act as an incentive for the executives to attain the highest level
of organizational performance and profitability by rewarding the executive for
increasing levels of profit and stockholder value.
In conformance with the above compensation philosophy, the total annual
compensation for all executive officers of the Company is determined by three
elements, namely, (1) salary; (2) a potential annual incentive compensation
award or bonus; and (3) participation in the Company's stock option plan.
Salary for the Company's executive officers is determined by analysis of
three factors: (1) salary levels at service industries with gross revenues
comparable to the Company, based upon survey data produced by Towers Perrin, a
nationally-recognized executive compensation consulting firm; (2) evaluation of
the individual executive officer's performance; and (3) the Company's ability to
pay. The three factors are considered collectively but not pursuant to a precise
formula. The Company's ability to pay is a threshold consideration. Individual
executive performance is to be evaluated by reference to specific performance
targets or goals that are to be established each year for each executive. While
the Company has targeted the median of the range established by the survey group
of service industries with gross revenues comparable to the Company, the actual
1999 salaries of executive officers are generally below the median.
In July of 1996, an annual incentive compensation, or bonus, plan was
implemented for the Company's executive officers that provides for the payment
of varying levels of incentive award as expressed as a percent of annual base
compensation, with the percentage increasing the higher an executive officer's
position within the Company.
Each year a threshold, target, and maximum overall Company financial and
personal measurement is to be established that ties each executive's annual
compensation potential to the Company's annual business goals and individual
performance. For 1999, 40% of the award is based on operating income, 40% on
return on capital compared to plan and 20% on the degree to which each Executive
has achieved the annual performance targets and goals referred to above. During
1999, the Company attained 109.5% of its operating income target and 103.3% of
its return on capital target. Accordingly, the named executive officers received
an incentive award equal to 112.1% of the target potential.
The awards of stock options during 1999 to the Company's executive officers
(other than President and Chief Executive Officer William D. Zollars, whose
compensation is discussed separately), were based upon survey data developed by
Towers Perrin on the appropriate level of stock compensation for executives at
companies with gross revenues comparable to the Company's. In granting stock
options, the Committee takes into consideration the amount and value of any
previous stock option grants. The awards granted in 1999 are based upon the
closing price of the Company's common stock as reported by NASDAQ on the date of
each grant, and the awards vest in equal installments over a four-year period.
The 1999 awards of stock compensation to executive officers were entirely based
on stock options due to the Committee's belief that options represent the most
effective vehicle to incent management to increase profit and stockholder value.
-10-
<PAGE> 13
PRESIDENT AND CEO COMPENSATION
The compensation of President and Chief Executive Officer William D.
Zollars is the subject of an employment agreement dated December 15, 1999, the
essential elements of which are detailed in the section of this proxy statement
devoted to employment contracts, which discussion is hereby incorporated by
reference. The Committee believes that the compensation package awarded to Mr.
Zollars was necessary to properly compensate Mr. Zollars for his promotion from
his prior position as President of Yellow Freight System, Inc., the Company's
principal operating subsidiary, where he had demonstrated a superior performance
record. The Committee notes that both Mr. Zollars' base annual salary and the
amount of his stock option awards are consistent with the Company's goal of
targeting the median of the Towers Perrin survey group of companies.
Mr. Zollars' annual salary is subject to an annual review based upon the
same criteria that was discussed earlier with respect to executive officer
salary compensation generally.
Mr. Zollars' 1999 annual incentive compensation award was determined in the
same manner as previously described for executive officers generally, with the
exception that the Company's performance parameters and target payment applied
from the date of promotion to his new position, and the target payment and
performance parameters for his position as President of Yellow Freight System,
Inc. applied to the portion of 1999 prior to his promotion.
Finally, the Committee has reviewed the provisions of Section 162(m) of the
Internal Revenue Code, which was enacted in 1993, relating to the $1 million
deduction cap for executive salaries and believes that no compensation for the
named executive officers will be governed by this regulation for 1999.
Cassandra C. Carr, Chairman
Howard M. Dean
William L. Trubeck
Members of the Compensation Committee
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<PAGE> 14
COMMON STOCK PERFORMANCE
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total stockholder return of the Company's common stock against
the cumulative total return of the S&P Composite-500 Stock Index and the S&P
Transportation Composite Index for the period of five years commencing December
31, 1994 and ending December 31, 1999.
PERFORMANCE GRAPH
<TABLE>
<CAPTION>
YELLOW CORPORATION S&P 500 INDEX S&P TRANSPORTATION
------------------ ------------- ------------------
<S> <C> <C> <C>
Dec 94 100.00 100.00 100.00
67.76 109.74 115.20
77.78 120.21 119.85
58.99 129.77 134.96
Dec 95 53.09 137.58 139.34
53.63 144.96 148.61
56.85 151.47 150.53
55.77 156.15 150.37
Dec 96 61.67 169.17 159.44
79.91 173.70 161.59
96.00 204.03 188.28
139.70 219.31 204.94
Dec 97 107.80 225.60 206.67
82.05 257.08 226.81
79.64 265.56 209.98
57.92 239.15 178.45
Dec 98 82.05 290.08 202.67
74.55 304.53 212.93
76.15 326.00 225.73
71.06 305.64 181.43
Dec 99 72.13 351.12 183.05
</TABLE>
II. PROPOSED 1999 STOCK OPTION PLAN
On July 15, 1999, the Board of Directors adopted the 1999 Stock Option Plan
(the "Plan"), subject to Stockholders' approval where required by applicable
Securities and Exchange Commission stock market regulations. The Board of
Directors believes this Plan will be of significant benefit to the Company in
attracting and retaining key executive employees of the Company and its
operating subsidiaries, and providing a long range incentive for such employees
to work for the continued success of the Company. The 1999 Stock Option Plan is
required in addition to the existing 1992, 1996 and 1997 Stock Option Plans
because of the Company's continuing desire to extend the incentive of Stock
Options to a significant number of management and supervisory personnel in the
Company and its operating subsidiaries. 1,000,000 shares are reserved for award
under the Plan. The maximum number of shares with respect to which Options or
SARs may be granted during any calendar year to any employee under the Plan is
200,000 shares.
The Board recommends its Stockholders vote for approval and adoption of the
Plan so that the Company can continue to attract, motivate, and retain those key
employees who are largely responsible for the Company's future performance.
The 1999 Plan is in all respects identical to the previous 1996 and 1997
Plans in that awards are restricted to stock option grants or share appreciation
rights. The 1999 Plan also prohibits option repricing without stockholder
approval. It is the Board of Directors' belief that stock options and share
appreciation rights are the most effective incentive and motivational vehicle.
The full text of the proposed Plan is attached to this Proxy Statement as
Exhibit A. This description of the proposed Plan is qualified in its entirety by
reference to Exhibit A.
-12-
<PAGE> 15
Adoption of the Plan requires the affirmative vote of the majority of the
outstanding shares as of the record date. As a result of such voting
requirements, abstentions and broker non-votes will have the effect of votes
"against" this proposal.
III. PROPOSAL TO INCREASE THE NUMBER OF SHARES RESERVED FOR AWARD
UNDER THE DIRECTORS' STOCK COMPENSATION PLAN FROM 100,000 TO 200,000.
The Directors' Stock Compensation Plan was originally approved by the
Stockholders of the Company at the 1996 annual meeting and, as subsequently
amended by approval of the Stockholders at the 1997 annual meeting, provides for
the payment to non-employee directors of a minimum of 50% of the annual Board
and Committee retainers in Company Common Stock. The Plan further permits
outside directors each year, on a discretionary basis, to take up to 100% of the
Board and Committee retainers in Company Common Stock. The amount of each annual
award is determined on the date of the annual Stockholders' meeting, based upon
the closing price of the stock on that date and the then applicable level of
Board and Committee retainers. In addition, the Directors' Stock Compensation
Plan provides for annual option awards to non-employee directors of 2,000 shares
of the Company's Common Stock, with awards vesting after six months and
exercisable for five years.
The Directors' Stock Compensation Plan was adopted to promote and increase
the proprietary interest in the Company by non-employee Directors, thereby
aligning such Directors' interest more closely with the interest of Stockholders
generally. The number of shares originally reserved for award under the Plan was
100,000. The Company and its Board of Directors have proposed an amendment to
the Directors' Stock Compensation Plan to increase the number of shares reserved
for award under the Plan from 100,000 to 200,000. This increase is necessary
because the number of shares originally reserved for award under the Plan are
nearly exhausted, and the additional authorization is required in order to
continue with this Plan.
The full text of the Directors' Stock Compensation Plan, as amended to
increase the reserved shares to 200,000, is attached to this Proxy as Exhibit B.
This description of the Plan is qualified in its entirety by reference to
Exhibit B.
Adoption of the proposed amendment requires the affirmative vote of a
majority of the outstanding shares as of the record date. As a result of such
voting requirements, abstentions and broker non-votes will have the effect of
votes "against" this proposal.
IV. PROPOSAL TO APPROVE APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Arthur Andersen LLP as independent
public accountants of the Company for 2000. The appointment of independent
public accountants by the Board of Directors is submitted annually for approval
by the stockholders. Although stockholder approval is not required, if the
stockholders do not ratify the appointment, the Board of Directors will
reconsider the matter. A representative of Arthur Andersen LLP will be present
at the Annual Meeting of Stockholders to respond to appropriate questions, and
he will have an opportunity to make a statement if he desires to do so.
-13-
<PAGE> 16
V. OTHER MATTERS
The Board of Directors does not intend to bring any other business before
the meeting and it is not aware that anyone else intends to do so. If any other
business comes before the meeting, it is the intention of the persons named in
the enclosed form of proxy to vote as proxies in accordance with their best
judgment.
PLEASE EXERCISE YOUR RIGHT TO VOTE BY PROMPTLY COMPLETING, SIGNING AND
RETURNING THE ENCLOSED PROXY FORM. You may later revoke the proxy, and if you
are able to attend the meeting, you may vote your shares in person.
BY ORDER OF THE BOARD OF DIRECTORS:
/s/ William F. Martin, Jr.
WILLIAM F. MARTIN, JR.
Secretary
Overland Park, Kansas
March 3, 2000
-14-
<PAGE> 17
EXHIBIT A
YELLOW CORPORATION
1999 STOCK OPTION PLAN
1. PURPOSE
The Yellow Corporation 1999 Stock Option Plan is designed to enable
qualified executive, managerial, supervisory and professional personnel of
Yellow Corporation and its subsidiaries to acquire or increase their ownership
of common stock of the Company on reasonable terms. The opportunity so provided
is intended to foster in participants a strong incentive to put forth maximum
effort for the continued success and growth of the Company and its subsidiaries,
to aid in retaining individuals who put forth such efforts, and to assist in
attracting the best available individuals in the future.
2. DEFINITIONS
When used herein, the following terms shall have the meaning set forth
below:
2.1 "Award" shall mean an Option or SAR.
2.2 "Board" means the Board of Directors of Yellow Corporation
2.3 "Committee" means the members of the Board's Compensation Committee who
are non-employee directors as defined in Rule 16b-3 of the Securities
and Exchange Commission as it exists on the effective date of the Plan
or as subsequently amended or interpreted and are "outside directors"
within the meaning of Section 162(m) of the Internal Revenue Code of
1986 and the regulations thereunder.
2.4 "Company" means Yellow Corporation.
2.5 "IRC '86" means the Internal Revenue Code of 1986, as in effect as of
the effective date of the Plan or as thereafter amended, and applicable
regulations.
2.6 "Fair Market Value" means with respect to the Company's Shares the
closing price of the Shares as reported by NASDAQ or if the closing
price is not reported, the bid price of the Shares as reported by
NASDAQ on the date on which the value is to be determined or, if the
stock did not trade on that date, the next preceding date on which such
stock traded.
2.7 "Grantee" means a person to whom an Award is made.
2.8 "Non-Qualified Stock Option" or "NQSO" means an Option awarded under
the Plan which by its terms and conditions is not, and is not intended
to be, an "Incentive Stock Option" as defined by IRC '86.
2.9 "Option" means the right to purchase, at a price, for a term, under
conditions, and for cash or other considerations fixed by the Committee
in accordance with the Plan, and subject to such other limitations and
restrictions as the Plan and the Committee impose, a number of shares
specified by the Committee.
2.10 "Plan" means the Company's 1999 Stock Option Plan.
2.11 "SAR" means a right to surrender to the Company all or a portion of an
Option and to be paid therefore an amount, as determined by the
Committee, no greater than the excess, if any, of (i) the Fair Market
Value, on the date such right is exercised, of the Shares to which the
Option or portion thereof relates, over (ii) the aggregate option
price of those Shares.
2.12 "Shares" means shares of the Company's common stock or, if by reason
of the adjustment provisions hereof any rights under an Award under
the Plan pertain to any other security, such other security.
A-1
<PAGE> 18
2.13 "Subsidiary" means any business, whether or not incorporated, in which
the Company, at the time an Award is granted to an employee thereof,
or in other cases, at the time of reference, owns directly or
indirectly not less than 50% of the equity interest.
2.14 "Successor" means the legal representative of the estate of a deceased
Grantee or the person or persons who shall acquire the right to
exercise an Option or an SAR, by bequest or inheritance or by reason
of the death of the Grantee, as provided in accordance with Section 9
hereof.
2.15 "Term" means the period during which a particular Option or SAR may be
exercised
2.16 "QDRO" means a qualified domestic relations order as defined by IRC
'86 or Title I of the Employee Retirement Income Security Act, or the
rules thereunder
3. ADMINISTRATION OF THE PLAN
3.1 The Plan shall be administered by the Committee.
3.2 The Committee shall have plenary authority, subject to the provisions
of the Plan, to determine when and to whom Awards shall be granted, the
Term of each Award, the number of Shares covered by it, the
participation by Grantee in other plans, and any other terms or
conditions of each such Award. The Committee may grant such additional
benefits in connection with any Award as it deems appropriate. The
number of Shares, the Term, the other terms and conditions of a
particular kind of Award and any additional benefits granted in
connection with any Award need not be the same, even as to Awards made
at the same time. The Committee's actions in making Awards and fixing
their size, Term and other terms and conditions and in granting any
additional benefits in connection with any Award shall be conclusive on
all persons.
3.3 The Committee shall have the sole responsibility for construing and
interpreting the Plan, for establishing and amending such rules and
regulations as it deems necessary or desirable for the proper
administration of the Plan, and for resolving all questions arising
under the Plan. Any decision or action taken by the Committee arising
out of or in connection with the construction, administration,
interpretation and effect of the Plan and of its rules and regulations
shall, to the extent permitted by law, be within its absolute
discretion, except as otherwise specifically provided herein, and shall
be conclusive and binding upon all Grantees, all Successors, and any
other persons, whether that person is claiming under or through any
Grantee or otherwise.
3.4 The Committee shall regularly inform the Board as to its actions with
respect to all Awards under the Plan and the Terms and conditions of
such Awards in a manner, at such times, and in such form as the Board
may reasonably request.
4. ELIGIBILITY
Awards may be made under the Plan only to employees of the Company or a
Subsidiary who have executive, managerial, supervisory or professional
responsibilities. Officers shall be employees for this purpose, whether or not
they are also Directors, but a Director who is not such an employee shall not be
eligible to receive an Award. Awards may be made to eligible employees whether
or not they have received prior Awards, under the Plan or under any previously
adopted plan, and whether or not they are participants in other benefit plans of
the Company. In making a determination concerning the granting of Awards to
eligible employees, the Committee may take into account the nature of the
services they have rendered or that the Committee expects they will render,
their present and potential contributions to the success of the business, the
number of years of effective service they are expected to have and such other
factors as the Committee in its sole discretion shall deem relevant.
5. SHARES SUBJECT TO PLAN
Subject to adjustment as provided in Section 18 below, 1,000,000 Shares are
hereby reserved for issuance in connection with Awards under the Plan. The
Shares so issued may be unreserved Shares held in the
A-2
<PAGE> 19
treasury however acquired or Shares which are authorized but unissued. Any
Shares subject to issuance upon exercise of Options shall once again be
available for issuance in satisfaction of Awards to the extent that (i) cash is
issued in satisfaction of the exercise of such Shares or (ii) the Option expires
or terminates unexercised as to any Shares covered thereby. Subject to
adjustment as provided in Section 18 below, the maximum number of Shares with
respect to which options or SARs may be granted during any calendar year to any
employee under the Plan shall be 200,000 Shares.
6. GRANTING OF OPTIONS
6.1 Subject to the terms of the Plan, the Committee may from time to time
grant Options to eligible employees.
6.2 The purchase price of each Share subject to Option shall be fixed by
the Committee, but shall not be less than 100% of the Fair Market Value
of the Share on the date the Option is granted.
6.3 Each Option shall expire and all right to purchase Shares thereunder
shall cease on the date fixed by the Committee, which subject to the
terms of the Plan, shall not be later than the tenth anniversary of the
grant date of the Option.
6.4 Each Option shall become exercisable at the time, and for the number of
Shares, fixed by the Committee. Except to the extent otherwise provided
in or pursuant to Sections 9 and 10, no Option shall become exercisable
as to any Shares prior to the first anniversary of the date on which
the Option was granted.
7. STOCK APPRECIATION RIGHTS
7.1 The Committee may, in its discretion, grant an SAR to the holder of an
Option, either at the time the Option is granted or by amending the
instrument evidencing the grant of the Option at any time after the
Option is granted and more than six months before the end of the Term
of the Options, so long as the grant is made during the period in which
grants of SARs may be made under the Plan.
7.2 Each SAR shall be for such Term, and shall be subject to such other
terms and conditions, as the Committee shall impose. The terms and
conditions may include Committee approval of the exercise of the SAR,
limitations on the time within which and the extent to which such SAR
shall be exercisable, limitations on the amount of appreciation which
may be recognized with regard to such SAR, and specification of what
portion, if any, of the amount payable to the Grantee upon his exercise
of an SAR shall be paid in cash and what portion, if any, shall be
payable in Shares. If and to the extent that Shares are issued in
satisfaction of amounts payable on exercise of an SAR, the Shares shall
be valued at their Fair Market Value on the date of exercise.
7.3 Except to the extent otherwise provided in or pursuant to Sections 9
and 10, no SAR shall be exercisable during the first six months after
its date of grant.
7.4 Upon exercise of an SAR the Option, or portion thereof, with respect to
which such right is exercised shall be surrendered and shall not
thereafter be exercisable.
8. NON-TRANSFERABILITY OF RIGHTS
No rights under any Award shall be transferable otherwise than by will or
the laws of descent and distribution or pursuant to a QDRO, and the rights, and
except to the extent otherwise provided in Section 12, the benefits, of any such
Award may be exercised and received, respectively, during the lifetime of the
Grantee only by him or by his guardian or legal representative or by an
"alternate payee" pursuant to a QDRO.
9. DEATH OR TERMINATION OF EMPLOYMENT
9.1 Subject to the provisions of the Plan, the Committee may make such
provisions concerning exercise or lapse of Options or SARs on death or
termination of employment as it shall in its discretion determine. No
such provision shall extend the Term of an Option or SAR, nor shall any
such
A-3
<PAGE> 20
provision permit an Option or SAR to be exercised prior to six months
after the date on which it was granted, except in the event of death or
termination by reason of disability.
9.2 Transfers of employment between the Company and a Subsidiary, or
between Subsidiaries, shall not constitute termination of employment
for purposes of any Award. The Committee may specify in the terms and
conditions of an Award whether any authorized leave of absence or
absence for military or government service or for any other reason
shall constitute a termination of employment for purposes of the Award
and the Plan.
10. PROVISIONS RELATING TO TERMINATION OF THE COMPANY'S SEPARATE EXISTENCE
The Committee may provide that in the event that the Company is to be
wholly or partly liquidated, or agrees to participate in a merger, consolidation
or reorganization in which it, or an entity controlled by it, is not the
surviving entity, any or all Options and SARs granted under the Plan shall be
immediately exercisable in full.
11. WRITINGS EVIDENCING AWARDS
Each Award granted under the Plan shall be evidenced by a writing which
may, but need not, be in the form of an agreement to be signed by the Grantee.
The writing shall set forth the nature and size of the Award, its Term, the
other terms and conditions thereof, other than those set forth in the Plan, and
such other information as the Committee directs. Acceptance of any benefits of
an Award by the Grantee shall be conclusively presumed to be an assent to the
terms and conditions set forth therein, whether or not the writing is in the
form of an agreement to be signed by the Grantee.
12. EXERCISE OF RIGHTS UNDER AWARDS
12.1 A person entitled to exercise an Option or SAR may do so by delivery
of a written notice to that effect specifying the number of Shares
with respect to which the Option or SAR is being exercised and any
other information the Committee may prescribe.
12.2 The notice shall be accompanied by payment in full for the purchase
price of any Shares to be purchased with such payment being made in
cash; shares of the Company's common stock having a Fair Market Value
equivalent to the purchase price of such Shares; a combination
thereof; or cashless exercise pursuant to the Cashless Exercise
Program offered by the Company. No Shares shall be issued upon
exercise of an Option until full payment has been made therefor.
12.3 The notice of exercise of an SAR shall be accompanied by the Grantee's
copy of the writing or writings evidencing the grant of the SAR and
the related Option.
12.4 Upon exercise of an Option or SAR, the Grantee may request in writing
that the Shares to be issued in satisfaction of the Award be issued in
the name of the Grantee and another person as joint tenants with right
of survivorship or as tenants in common.
12.5 All notices or requests provided for herein shall be delivered to the
Secretary of the Company.
13. EFFECTIVE DATE OF THE PLAN AND DURATION.
13.1 The Plan shall become effective on August 31, 1999, subject to
stockholder approval at the 2000 Annual Meeting of Stockholders of the
Company where such approval is required by applicable SEC or stock
market regulations.
13.2 No Awards may be granted under the Plan on or after August 31, 2009
although the terms of any Award may be amended at any time prior to
the end of its Term in accordance with the Plan.
A-4
<PAGE> 21
14. DATE OF AWARD
The date of an Award shall be the date on which the Committee's
determination to grant the same is final, or such later date as shall be
specified by the Committee in connection with its determination.
15. STOCKHOLDER STATUS
No person shall have any rights as a stockholder by virtue of the grant of
an Award under the Plan except with respect to Shares actually issued to that
person.
16. POSTPONEMENT OF EXERCISE
The Committee may postpone any exercise of an Option or SAR for such time
as the Committee in its discretion may deem necessary in order to permit the
Company (I) to effect or maintain registration of the Plan or the Shares
issuable upon the exercise of an Option or an SAR under the Securities Act of
1933, as amended, or the securities laws of any applicable jurisdiction, (ii) to
permit any action to be taken in order to comply with restrictions or
regulations incident to the maintenance of a public market for its Shares, or
(iii) to determine that such Shares and the Plan are exempt from such
registration or that no action of the kind referred to in (ii) above needs to be
taken; and the Company shall not be obligated by virtue of any terms and
conditions of any Award or any provision of the Plan to recognize the exercise
of an Option or an SAR to sell or issue shares in violation of the Securities
Act of 1933 or the law of any government having jurisdiction thereof. Any such
postponement shall not extend the Term of an Option or SAR. Neither the Company
nor its directors or officers shall have any obligation or liability to the
Grantee of an Award, to the Grantee's Successor or to any other person with
respect to any Shares as to which the Option or SAR shall lapse because of such
postponement
17. TERMINATION, SUSPENSION OR MODIFICATION OF PLAN
The Board may at any time terminate, suspend or modify the Plan, except
that the original per share option price of each grant may not be modified,
except for modification under the circumstances outlined in Section 18 below,
without stockholder approval. However, no termination, suspension or
modification of the Plan shall adversely affect any right acquired by any
Grantee or any Successor under an Award granted before the date of such
termination, suspension or modification, unless such Grantee or Successor shall
consent; but it shall be conclusively presumed that any adjustment for changes
in capitalization as provided for herein does not adversely affect any such
right. Any member of the Board who is an officer or employee of the Company or a
Subsidiary shall be without vote on any proposed amendment to the Plan, or on
any other matter which might affect that member's individual interest under the
Plan.
18. ADJUSTMENT FOR CHANGES IN CAPITALIZATION
Any increase in the number of outstanding Shares of the Company occurring
through stock splits or stock dividends after the adoption of the Plan shall be
reflected proportionately in an increase in the aggregate number of Shares then
available for the grant of Awards under the Plan, or becoming available through
the termination, surrender or lapse of Awards previously granted but
unexercised, and in the number of Shares subject to Awards then outstanding; and
a proportionate reduction shall be made in the per share option price as to any
outstanding Options. Any fractional shares resulting from such adjustment shall
be eliminated. If changes in capitalization other than those considered above
shall occur, the Board shall make such adjustment in the number or class of
shares, remaining subject to Awards then outstanding and in the per share option
price as the Board in its discretion may consider appropriate to reflect such
change in capitalization, and all such adjustments shall be conclusive upon all
persons.
19. DELIVERY OF SHARES IN LIEU OF CASH INCENTIVE AWARDS
19.1 Any employee otherwise eligible for an Award under the Plan who is
eligible to receive a cash incentive payment from the Company under
any management incentive plan may make application
A-5
<PAGE> 22
to the Committee in such manner as may be prescribed from time to time
by the Committee, to receive Shares from the Plan in lieu of all or
any portion of such cash payment.
19.2 The Committee may in its discretion honor such application by
delivering Shares from the Plan to such employee equal in Fair Market
Value to that portion of the cash payment otherwise payable to the
employee under such incentive plan for which a Share delivery is to be
made in lieu of cash payment.
19.3 Any Shares delivered to employees under the Plan in lieu of cash
incentive payments shall come from the aggregate number of Shares
authorized for use by the Plan and shall not be available for any
other Awards under the Plan.
19.4 Such applications and such delivery of Shares shall not be permitted
on or after August 31, 2009.
20. LOANS
20.1 The Company may make loans to Grantees for the sole purpose of
exercising Option Awards under the Plan and meeting the Federal tax
consequences of such exercise. Such loans shall be subject to the
terms and conditions established by the Committee from time to time
which shall in all cases include those specific items contained in
this Section 20 as well as such other items as may be established by
the Committee.
20.2 No loan shall exceed the exercise price of the option to be exercised
plus the amount of Federal income taxes reasonably estimated to be due
at the exercise of the option or within the next following seven month
period.
20.3. No loan shall have a term exceeding five years subject to renewal at
the discretion of the Committee. Notwithstanding any other terms of
the loan, each loan shall be fully due and payable on the loan
recipient's termination of employment, except that in the case of
termination due to disability, the Committee at its discretion may
extend the terms of the loan beyond termination.
20.4 Interest shall be charged on the loan with a rate established by the
Committee but in no case less than an amount equal to any dividends
payable during the term of the loan on the Shares being purchased by
the Grantee at the exercise of the Option. Such minimum interest rate
shall be determined by dividing the dividends paid on such Shares
during the preceding twelve months by the Option price for such
Shares.
20.5 If such a loan is made to a Grantee, the Company shall not deliver a
certificate or any shares purchased with the loan proceeds, until such
time as the loan is repaid.
21. NO-UNIFORM DETERMINATION
The Committee's determination under the Plan including, without limitation,
determination of the persons to receive Awards, the form, amount and type of
Awards (e.g. NQSOs, SAR's), the terms and provisions of Awards and the written
material evidencing such Awards, the grant of additional benefits in connection
with any Award, and the granting or rejecting of loans or applications for
delivery of stock in lieu of cash bonus or incentive payments need not be
uniform and may be made selectively among otherwise eligible employees, whether
or not such employees are similarly situated.
22. TAXES
The Company is authorized to pay or withhold the amount of any tax
attributable to any amounts payable under any Awards, and the Company may defer
making payment of any Award if any such tax, charge or assessment may be pending
until indemnification to its satisfaction. This authority shall include
authority to withhold or receive Shares and to make cash payments in respect
thereof in satisfaction of an individual's tax obligations.
A-6
<PAGE> 23
23. TENURE
An employee's right, if any, to continue in the employ of the Company or a
Subsidiary shall not be affected by the fact that he is a participant under this
Plan. At the sole discretion of the Committee, an employee terminated for cause
may be required to forfeit all of his rights under the Plan, except as to
Options or SARs already exercised.
24. APPLICATION OF PROCEEDS
The proceeds received by the Company from the sale of its Shares under the
Plan shall be used for general corporate purposes.
25. OTHER ACTIONS
Nothing in the Plan shall be construed to limit the authority of the
Company to exercise its corporate rights and powers, including, by way of
illustration and not by way of limitation, the right to grant options for proper
corporate purposes otherwise than under the Plan to any employee or any other
person, firm, corporation, association or other entity, or to grant options to,
or assume options of, any person in connection with the acquisition, by
purchase, lease, merger, consolidation or otherwise, of all or any part of the
business and assets of any person, firm, corporation, association or other
entity.
26. GOVERNING LAW
The Plan and all determinations made and actions taken pursuant hereto
shall be governed by and construed in accordance with the laws of the State of
Delaware.
A-7
<PAGE> 24
EXHIBIT B
YELLOW CORPORATION
AMENDED DIRECTORS' STOCK COMPENSATION PLAN
1. PLAN ADMINISTRATION AND ELIGIBILITY
1.1 Purpose. The purpose of this Amendment to the Yellow Corporation
Directors' Stock Compensation Plan (the "Plan") originally approved by the
stockholders of Yellow Corporation (the "Company") on April 25, 1996 and as
first amended with approval of the stockholders on April 24, 1997 is to increase
the number of shares reserved under the Plan from 100,000 to 200,000. Where
continued applicable, this Amendment repeats the provisions of the Plan as
approved on April 25, 1996, and as first amended on April 24, 1997.
1.2 Administration. This Plan shall be administered by the Compensation
Committee (the "Committee") of the Board of Directors of the Company. The
Committee may adopt such rules for administration of this Plan as may be deemed
necessary or appropriate. Decisions of the Committee shall be final and binding
on all persons who have an interest in this Plan.
1.3 Participation in the Stock Award Program. Individuals who are
Non-Employee Directors immediately following the election of directors at the
Company's Annual Meeting of Stockholders in April of each calendar year (other
than individuals who are former employees of the Company or any of its
subsidiaries) are mandatory participants in the Stock Award program described in
Section 3 of this Plan for that calendar year. Non-Employee Directors (other
than individuals who are former employees of the Company or any of its
subsidiaries) who first join the Company's Board other than by election by the
stockholders at the Annual Meeting shall receive their board compensation all in
cash until their election at the first Annual Meeting following their
appointment to the Board and shall thereafter be mandatory participants in the
Stock Award program described in Section 3 of this Plan. Non-Employee Directors
who are ex-employees of the Company or any of its subsidiaries may participate
in the Stock Award program described in Section 3 of this Plan on an optional
basis by filing a written election to participate with the Committee. Such
written election to participate shall be effective with respect to an award to
be made pursuant to Section 3.1 of this Plan only if filed with the Committee by
December 31 of the calendar year next preceding the calendar year in which the
award is to be made, and such an election to participate shall remain in effect
until revoked by filing a written revocation with the Committee by December 31
of the calendar year next preceding the calendar year for which the revocation
is to be effective. Non-Employee Directors who participate in the Stock Award
program described in Section 3 of this Plan for a calendar year on a mandatory
or optional basis are hereinafter referred to as "Participants".
2. STOCK SUBJECT TO THE PLAN
2.1 Number of Shares. The maximum number of shares of the Company's One
Dollar ($1.00) par value stock ("common stock" or "shares") which may be issued
pursuant to this Plan shall be two hundred thousand (200,000) shares, subject to
adjustment as provided in Section 5.4 below. If any option expires or terminates
unexercised as to any shares covered thereby, such shares shall again become
available for award under this Plan.
2.2 Share Issuance. In order to fulfill its obligations under this Plan,
the Company may utilize authorized but previously unissued shares, Treasury
shares, or shares previously repurchased by or on behalf of the Company.
3. AWARDS OF STOCK
3.1 Mandatory Awards. At the Board of Directors meeting immediately
following the Company's Annual Meeting of Stockholders in April of each calendar
year, each Participant shall be granted an award of stock equal in value to
fifty percent (50%) of the then applicable level of annual Board and Committee
retainers, with the value of the Company's stock to be computed for the purposes
of determining the number
B-1
<PAGE> 25
of shares awarded by reference to the closing price of the Company's common
stock on the National Association of Security Dealers Daily Average Quotation
(NASDAQ) exchange on the date of the Company's applicable Annual Meeting of
Stockholders. Fractional shares shall be rounded off to the nearest whole share.
Such award shall be in lieu of fifty percent (50%) of the annual Board and
Committee retainers otherwise payable to the Participant in cash. To the extent
that there are insufficient shares available for awards, the awards to all
Participants for that year shall be proportionately reduced.
3.2 Discretionary Awards. Each Participant shall annually have the option
of receiving up to 100% of the applicable level of annual Board and Committee
retainers in Company common stock rather than cash. Should any Participant
desire to take advantage of this option, such Participant shall so notify the
Committee no later than seven (7) calendar days prior to each year's Annual
Meeting of Stockholders, which notification shall advise the Committee as to
what percentage over and above the mandatory 50% of the annual Board and
Committee retainers the Participant wishes to receive in Company common stock
rather than cash. The number of shares that shall be awarded to any such
Participant under this optional provision shall be determined in the same manner
as the awards described in paragraph 3.1 above.
3.3 Vesting of Previously Restricted Shares. all restrictions on shares
previously awarded to Participants under this Plan shall lapse as of April 24,
1997, and such shares shall become unrestricted shares of common stock of the
Company.
4. GRANT TERMS AND CONDITIONS OF OPTIONS
4.1 Awards. On April 24, 1997, each Non-Employee Director on that date
(regardless of whether such Non-Employee Director is a Participant) will be
granted effective that date an option to purchase 2,000 shares of the Company's
common stock. Each Non-Employee Director on the first business day of each
fiscal year of the Company beginning thereafter (regardless of whether such
Non-Employee Director is a Participant), will be granted on such day an option
to purchase 2,000 shares. The options granted will be non-statutory stock
options not intended to qualify under Section 422 of the Internal Revenue Code
of 1986 as amended (the "Code") and shall have the following terms and
conditions:
4.1.1 Price. The purchase price per share deliverable upon the exercise
of each option shall be 100% of the fair market value per share on the date the
option is granted. For purposes of this Section 4 of the Plan, fair market value
shall be the closing price of the shares as reported by NASDAQ or, if the
closing price is not reported, the bid price of the shares as reported by NASDAQ
on the date the option is granted or, if the stock did not trade on that date,
the next preceding date on which the stock traded.
4.1.2 Payment. Options may be exercised only upon payment of the
purchase price thereof in full. Such payment may be made in cash; shares of the
Company's common stock having a fair market value equivalent to the purchase
price of such shares; a combination thereof; or cashless exercise pursuant to
the cashless exercise program offered by the Company. No shares shall be issued
upon exercise of an option until full payment has been made therefor.
4.1.3 Exercisability and Term of Options. Options shall become
exercisable six (6) months from the date of each grant provided the holder of
such option is a director of the Company on such date, and shall be exercisable
until the earlier of five years from the date of grant or the expiration of the
option pursuant to paragraph 4.1.4 below.
4.1.4 Termination of Service as Director. If a Director's membership on
the Board terminates by reason of retirement following attainment of age 70,
disability, or not being renominated or re-elected to the Board, all outstanding
options held by such director shall become fully exercisable and may be
exercised in whole and part for a period of one year from the date upon which
the Director ceases to be a director provided in no event shall any options be
exercisable beyond the period provided for in paragraph 4.1.3 above. If a
director's membership on the Board terminates by reason of the director's
resignation or death, all outstanding options held by such director, but only to
the extent then exercisable, may be exercised by the director (or, in the event
of the director's death, the person or persons to whom such option passes by
will or the laws of descent and distribution) in whole or in part for a period
of one year from the date of such resignation or
B-2
<PAGE> 26
death, provided in no event shall any options be exercisable beyond the period
provided in paragraph 4.1.3 above. If a director's membership on the Board is
terminated for cause, all outstanding options held by such director shall
immediately expire upon such termination.
4.1.5 Transferability of Options. To the extent allowed by Rule 16-b-3
or any successor rule promulgated under the Securities Exchange Act of 1934, as
amended from time to time, as then applicable to the Company's benefit plans,
the Committee may permit an option granted to a Non-Employee director to be
transferred to a member or members of the Non-Employee Director's immediate
family, or to a trust for the benefit for such immediate family member(s) or a
partnership in which such immediate family member(s) are partners. For purposes
of this provision, a Non-Employee Director's immediate family shall mean the
Non-Employee Director's spouse, children and grandchildren. Options may also be
transferred pursuant to a Qualified Domestic Relations Order.
4.1.6 Option Agreement. Each option granted hereunder shall be evidenced
by an agreement with the Company which shall contain the terms and provisions
set forth herein and shall otherwise be consistent with the provisions of the
Plan.
5. GENERAL PROVISIONS
5.1 Effective Date of Amendment. This Second Amendment to the Plan shall be
effective April 20, 2000, subject to approval by the stockholders of the
Company. If this Amendment is not so approved, the Plan shall continue in effect
as originally approved by the stockholders on April 25, 1996, and as first
amended on April 24, 1997.
5.2 Duration of the Plan. This Plan shall remain in effect until all shares
reserved for awards under the Plan have been awarded.
5.3 Amendment of the Plan. The Board of Directors of the Company may
suspend or discontinue this Plan or revise or amend it in any respect. No
amendment, modification, or termination of this Plan in any manner adversely
affect the rights of any Participant under any theretofore granted awards under
this Plan without his or her consent.
5.4 Changes in Shares. In the event of any merger, consolidation,
reorganization, recapitalization, stock dividend, stock split, or other change
in the corporate structure or capitalization affecting the shares, the Committee
shall make such adjustments, if any, as it considers appropriate in any or all
of (i) the number and kind of shares or securities which may thereafter be
issued under the Plan, (ii) the number and kind of shares, other securities or
other consideration issued or issuable in respect of outstanding awards, and
(iii) the purchase price relating to any award. Any such adjustment to an
outstanding award shall be made by the Committee with a view toward preserving
the economic benefit of the award to the Non-Employee Director.
5.5 No Right to Continue as a Director. Neither this Plan, nor the granting
of any award under this Plan, nor any other action taken pursuant to this Plan
shall constitute or be evidence of any agreement or understanding, express or
implied, that the Company will retain a director for any period of time, or at
any particular rate of compensation.
5.6 Assignments. Except to the extent provided in Paragraph 4.1.5 above and
by will or the laws of descent and distribution in the event of a Non-Employee
Director's death, the rights and benefits under this Plan may not be assigned.
5.7 Notice. Any written notice to the Company required by any of the
provisions of this Plan shall be addressed to the Secretary of the Company and
shall become effective when it is received.
5.8 Governing Law. The Plan as amended and all determinations made and
actions taken pursuant hereto shall be governed by and construed in accordance
with the laws of the State of Delaware.
B-3
<PAGE> 27
<TABLE>
<S> <C> <C>
Please mark
your votes as [X]
indicated in
this example
The Board of Directors recommends a vote FOR all director nominees listed.
1. ELECTION OF DIRECTORS: Nominees: Klaus E. Agthe, Cassandra C. 4. PROPOSAL TO APPROVE THE APPOINTMENT
Carr, Howard M. Dean, Ronald T. LeMay, of Arthur Andersen LLP as independent
FOR all nominees listed WITHHOLD John C. McKelvey, William L. Trubeck, public accountants of the Corporation
(except as marked AUTHORITY Carl W. Vogt, William D. Zollars for 2000.
to the contrary to vote for
to the right) all nominees (INSTRUCTION: To withhold authority to FOR AGAINST ABSTAIN
[ ] [ ] vote for any individual nominee, write [ ] [ ] [ ]
that nominee's name on the line provided
below.) The Board of Directors recommends a vote
FOR Proposal 4.
___________________________________________
2. PROPOSAL TO APPROVE THE ADOPTION of 3. PROPOSAL TO INCREASE THE SHARES reserved 5. OTHER BUSINESS: In their discretion the
the 1999 Stock Option Plan. under the Directors' Stock Compensation Proxies are authorized to vote upon such
Plan from 100,000 to 200,000. other matters as may properly come
before the meeting.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
[ ] [ ] [ ] [ ] [ ] [ ] CONFIDENTIAL VOTE REQUESTED: [ ]
The Board of Directors recommends a vote The Board of Directors recommends a vote This proxy, when properly executed, will be
FOR Proposal 2. FOR Proposal 3. voted in the manner directed herein by the
_____ undersigned stockholder. IF NO DIRECTION IS
| MADE, THIS PROXY WILL BE VOTED FOR ALL
| PROPOSALS.
|
Please sign exactly as name appears to the
left. When shares are held by joint tenants,
both should sign. When signing as attorney,
executor, administrator, trustee, or
guardian, please give full title as such. If
a corporation, please sign in full corporate
name by President or other authorized
officer. If a partnership, please sign in
partnership name by authorized person.
____________________________________________
Signature
____________________________________________
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED Signature if held jointly
POSTAGE-PAID ENVELOPE.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. Dated: _______________________________, 2000
</TABLE>
/\ FOLD AND DETACH HERE /\
[YELLOW CORPORATION LOGO]
Dear Stockholder,
Attached is the proxy card that can be used to vote your shares of Yellow
Corporation common stock. Whether you expect to attend the Annual Meeting or
not, please complete, sign and return the accompanying proxy so that your shares
will be represented at the meeting. Return it as promptly as possible in the
enclosed envelope. No postage is required if mailed in the United States.
If you are receiving more than one set of annual meeting material you may be
able to save your company money by combining stockholder accounts. Sometimes
when stock is purchased in two or more transactions slight differences in
registration can result in multiple accounts. For example, misspelled names or
the use of middle initials on some purchases but not on others may cause
separate accounts to be established. Please contact our transfer agent
ChaseMellon Shareholder Services at 1-800-851-9677 for information on combining
these accounts.
Thank you for investing in Yellow Corporation.
<PAGE> 28
YELLOW CORPORATION
PROXY
ANNUAL MEETING OF STOCKHOLDERS, APRIL 20, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints WILLIAM D. ZOLLARS, HOWARD M. DEAN AND
WILLIAM L. TRUBECK, and each of them, with full power of substitution, Proxies
of the undersigned to vote all shares of Common Stock of Yellow Corporation,
standing in the name of the undersigned or with respect to which the undersigned
is entitled to vote, at the Annual Meeting of Stockholders of Yellow
Corporation, to be held at Company's General Office, 10990 Roe Avenue, Overland
Park, Kansas on Thursday, April 20, 2000, at 9:30 a.m., and at any adjournments
thereof.
If more than one of the above named Proxies shall be present in person or
by substitution at such meeting or at any adjournment thereof, the majority of
said Proxies so present and voting, either in person or by substitution, shall
exercise all of the powers hereby given. The undersigned hereby revokes any
proxy heretofore given to vote at such meeting.
(CONTINUED AND TO BE SIGNED AND DATED ON THE REVERSE SIDE.)
/\ FOLD AND DETACH HERE /\
<PAGE> 29
\/ Please fold and detach card at perforation before mailing \/
YELLOW CORPORATION.
ANNUAL MEETING OF STOCKHOLDERS, APRIL 20, 2000
THIS INSTRUCTION CARD IS SOLICITED BY FIDELITY MANAGEMENT TRUST COMPANY
The undersigned hereby directs Fidelity Management Trust Company to appoint
WILLIAM D. ZOLLARS, HOWARD M. DEAN AND WILLIAM L. TRUBECK, and each of them,
with full power of substitution, Proxies of the undersigned to vote all shares
of Common Stock of Yellow Corporation, standing in the name of the undersigned
or with respect to which the undersigned is entitled to vote, at the Annual
Meeting of Stockholders of Yellow Corporation, to be held at Company's General
Office, 10990 Roe Avenue, Overland Park, Kansas, on Thursday, April 20, 2000, at
9:30 a.m., and at any adjournments thereof.
If more than one of the above named Proxies shall be present in person or
by substitution at such meeting or at any adjournment thereof, the majority of
said Proxies so present and voting, either in person or by substitution, shall
exercise all of the powers hereby given. The undersigned hereby revokes any
instructions heretofore given to vote at such meeting.
<TABLE>
<S> <C>
DATED: ____________________, 2000
Please sign exactly as name appears to the left.
-------------------------------------------------
-------------------------------------------------
Signature
PLEASE MARK, SIGN, DATE AND RETURN THE CARD
PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE.
THIS INSTRUCTION CARD IS SOLICITED BY FIDELITY
MANAGEMENT TRUST COMPANY.
</TABLE>
<PAGE> 30
\/ Please fold and detach card at perforation before mailing \/
This card, when properly executed, will be voted in the manner directed herein
by the undersigned. All directions will be kept confidential by Fidelity
Management Trust Company. IF NO DIRECTION IS MADE, IF THE CARD IS NOT SIGNED, OR
IF THE CARD IS NOT RECEIVED BY APRIL 17, 2000, THE SHARES CREDITED TO YOUR
ACCOUNT WILL NOT BE VOTED.
<TABLE>
<S> <C>
Please vote by filling in the appropriate boxes
1. ELECTION OF DIRECTORS: below.
FOR all WITHHOLD
Nominees - Klaus E. Agthe, Cassandra C. Carr, Howard M. Dean, Ronald T. LeMay, nominees listed AUTHORITY
John C. McKelvey, William L. Trubeck, Carl W. Vogt, William D. Zollars. (except as marked to to vote for
the contrary at left) all nominees
(To withhold authority to vote for any individual nominee, write that
nominee's name on the line provided below.) [ ] [ ]
- ------------------------------------------------------------------------------ FOR AGAINST ABSTAIN
2. PROPOSAL TO APPROVE THE ADOPTION of the 1999 Stock Option Plan. [ ] [ ] [ ]
3. PROPOSAL TO INCREASE THE SHARES reserved under the Director's Stock
Compensation Plan from 100,000 to 200,000. [ ] [ ] [ ]
4. PROPOSAL TO APPROVE THE APPOINTMENT of Arthur Andersen LLP as independent
public accountants of the Corporation for 2000. [ ] [ ] [ ]
5. OTHER BUSINESS: In their discretion, the Proxies are authorized to vote
upon such other business as may properly come before the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL DIRECTOR NOMINEES AND FOR
PROPOSAL 2, 3 and 4.
</TABLE>
(Continued and to be SIGNED and dated on the reverse side.)
