Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

Senior Advisor - Finance and former Chief Financial Officer

On January 23, 2023, XPO, Inc. (the "Company") and Ravi Tulsyan, the Company's Senior Advisor - Finance and former Chief Financial Officer, entered into a Separation Agreement and General Release (the "Separation Agreement"), setting forth the terms of Mr. Tulsyan's separation from employment with the Company, effective as of January 6, 2023 (the "Separation Date"). For purposes of the Separation Agreement, the Change in Control and Severance Agreement ("Severance Agreement"), dated September 14, 2021, and the Transition Agreement ("Transition Agreement"), dated October 10, 2022, each entered into by and between Mr. Tulsyan and the Company, Mr. Tulsyan will receive the payments, benefits, and accelerated vesting due upon a termination of employment without cause.

Pursuant to the Separation Agreement, the Severance Agreement, and the Transition Agreement, Mr. Tulsyan will receive the following payments and benefits from the Company in exchange for agreeing to a general release of claims in favor of the Company and other promises by Mr. Tulsyan in the Separation Agreement: (i) cash severance payments equal to twelve months of Mr. Tulsyan's base salary in effect on the Separation Date, totaling a gross amount of $500,000 (the "Severance Payments"), less applicable taxes and withholdings, payable in equal installments over a twelve-month period on the Company's normal payroll dates with the first installment to be paid within 65 days after the Separation Date, (ii) an additional payment of $8,200 (the "Additional Payment"), less applicable taxes and withholdings, equal to the estimated prorated target bonus for the 2023 performance year, (iii) a lump sum, less applicable taxes and withholdings, equivalent to any unused carryover paid time off for 2022 that Mr. Tulsyan would otherwise forfeit upon separation (the "Carryover PTO Payment"), (iv) an enhanced payment equivalent to what Mr. Tulsyan would have received as the funded bonus amount for the Company's 2022 annual incentive plan year if Mr. Tulsyan had remained employed through the payout date, calculated based on Mr. Tulsyan's base salary as of the Separation Date multiplied by his bonus target percentage multiplied by the bonus funding percentage for his incentive plan, (v) nine (9) months of outplacement services, and (vi) provided Mr. Tulsyan timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA"), the Company will pay Mr. Tulsyan's COBRA premiums for medical and dental coverage for up to six (6) months from the Separation Date. Additionally, pursuant to the Separation Agreement, certain of Mr. Tulsyan's outstanding time-based restricted stock unit awards will be subject to accelerated vesting and Mr. Tulsyan will be eligible for accelerated vesting in certain of Mr. Tulsyan's outstanding performance-based restricted stock unit awards, subject to the achievement of applicable performance goals in accordance with the terms and conditions of the applicable award agreements.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement and General Release, a copy of which is filed herewith as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits



Exhibit No.   Exhibit Description
   10.1         Separation Agreement and General Release, dated January 23, 2023.
    104       Cover Page Interactive Data File (embedded within the Inline XBRL document).

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