YELLOW CORP
RESTRICTED STOCK AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>c69517ex10-1.txt
<DESCRIPTION>RESTRICTED STOCK AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1

                               YELLOW CORPORATION
                        RESTRICTED STOCK AWARD AGREEMENT
                       PURSUANT TO 1992 STOCK OPTION PLAN
                            WITH NON-COMPETE COVENANT

     This Restricted Stock Award Agreement (the "Agreement"), made this 4th day
of March, 2002, by and between Yellow Corporation, formerly Yellow Freight
System, Inc. of Delaware, (the "Company") and Donald G. Barger, Jr. (the
"Grantee") evidences the grant, by Company, of a Restricted Stock Award (the
"Award") to the Grantee on March 4, 2002 ("Date of Grant") and the Grantee's
acceptance of the Award in accordance with the provisions of the Company's 1992
Stock Option Plan (the "Plan"). Company and Grantee agree as follows:

     1.   Shares Awarded and Restriction on Shares. The Grantee shall be awarded
          5,300 shares of Company common stock ("Restricted Shares") subject to
          the restrictions on the rights of ownership set forth in this
          Agreement and further subject to the terms and conditions of the Plan
          and the applicable rules (the "Rules") of the Compensation Committee
          (the "Committee"), the provisions of which are hereby incorporated in
          this Agreement by reference.

     2.   Sale or Transfer Restrictions. Except as set forth in Paragraph 6
          below, Grantee shall have no right to sell or transfer the Restricted
          Shares until the restrictions on sale or transfer lapse. The
          restrictions on sale or transfer on all shares shall lapse on the
          third anniversary of the date of this award. However, should the
          Company adopt a future stock option plan, after stockholder approval,
          providing for Restricted Stock Units, Grantee may convert one
          Restricted Share awarded under this Agreement for one Restricted Stock
          Unit, pursuant to such rules as the future plan and the Committee may
          prescribe, and so long as Grantee chooses to convert to Restricted
          Stock Units prior to the date the restrictions lapse on the Restricted
          Shares. The Committee may provide that a Grantee, after attaining age
          60, shall have the option to have the value of the Restricted Stock
          Units transferred to a diversified investment such as a mutual fund.

     3.   Employment Requirement. Except as provided in Paragraphs 6 and 7, in
          the event the Grantee's employment with Company (including all
          Subsidiaries, as defined in the Plan) terminates prior to the date
          specified in Paragraph 2 above, the Restricted Shares shall be
          forfeited and returned to Company. For this purpose authorized leaves
          of absence from Company or a Subsidiary (as defined in the Plan) or
          the transfer of the Grantee between Company and a Subsidiary or
          between such Subsidiaries shall not constitute a termination of
          employment. For purposes of this Agreement, an authorized leave of
          absence shall be an absence while the Grantee is on military leave,
          sick leave, family leave, or other bona fide leave of absence so long
          as the Grantee's right to employment or re-employment with Company or
          a Subsidiary is provided for by statute, written contract or Company
          policy.

     4.   Deposit of Stock Certificates. Concurrently with signing this
          Agreement (i) Company shall direct its transfer agent to issue one
          stock certificate for the Restricted Shares, representing 5,300 shares
          of common stock of the Company, $1.00 par value, registered in the
          name of the Grantee, and (ii) Grantee shall execute and deliver to
          Company to be held by Company, with the stock certificate for the
          Restricted Shares, a stock power for the Restricted Shares.



<PAGE>

     After the prohibited sale and transfer restrictions lapse under Paragraph 2
     above with respect to the Restricted Shares and provided the Restricted
     Shares have not been forfeited under Paragraph 3 above, Company shall
     deliver to the Grantee, or such person or persons as the Grantee may direct
     in writing, the stock certificate, and the stock power representing the
     Restricted Shares as to which the prohibited sale or transfer restrictions
     have lapsed less any shares withheld, pursuant to Grantee's election and
     the Committee's approval, to satisfy applicable income tax withholding
     requirements. The shares represented by such stock certificate after
     delivery shall cease to be Restricted shares.

     5.   Voting and Other Rights of Restricted Shares. Subject to the
          provisions of this Agreement restricting sale or transfer and
          providing for forfeiture of Restricted Shares, Grantee shall have all
          the rights of a shareholder with respect to the Restricted Shares,
          including dividend and voting rights. However, any dividends payable
          to Grantee shall be subject to any taxes due with respect to such
          dividends, including FICA tax (if applicable) and local state and
          federal income tax.

     6.   Acceleration of Lapse of Restrictions. Notwithstanding the foregoing
          provisions of this Agreement, the Grantee or the Grantee's legal
          representative or guardian shall be immediately entitled to receive
          the certificates for all Restricted shares and the prohibited sale and
          transfer restrictions of Paragraph 2 above shall immediately lapse on
          the earliest of the following occurrences:

          (a)  The Grantee's date of death;

          (b)  The permanent and total disability of the Grantee. For purposes
               of this Agreement, total disability shall mean the inability to
               engage in any substantial gainful activity by reason of any
               medically determinable physical or mental impairment which can be
               expected to result in death or which can be expected to last for
               a continuous period of not less than twelve months. The existence
               of such permanent and total disability shall be evidenced by such
               medical certification as the Secretary of the Company may require
               and determined by the Company's Compensation Committee.

          (c)  In the event of a "Change of Control" of the Company, with
               "Change of Control" having the same definition as set forth in
               the Company's standard Executive Severance Agreement, which
               definition is hereby incorporated by reference.

     7.   Continued Lapse of Restrictions in Retirement. Notwithstanding the
          provisions of Paragraph 3, should the Grantee's termination result
          from the Grantee's retirement after attaining age 55 with at least 11
          years of service under the terms of a retirement plan of the Company
          or a Subsidiary (as defined in the Plan), prior to the lapsing of the
          restrictions on sale or transfer as defined in Paragraph 2, the
          Grantee or the Grantee's legal representative shall be entitled to
          receive on the date the restrictions lapse the certificates for the
          Restricted Shares less applicable withholding, provided Grantee has
          otherwise complied with this Agreement, including, but not limited to
          the non-compete provisions of Paragraph 9.



                                       2
<PAGE>

     8.   Tax Withholding Requirements. Grantee's Restricted Shares are subject
          to certain tax withholding requirements, which may include but are not
          limited to the withholding of tax on dividends paid on Restricted
          Shares and the withholding of tax on the amount includable in income
          of Grantee coincident with the lapse of the sale and transfer
          restrictions on the Restricted Shares. Grantee understands that the
          certificate for Restricted Shares will not be delivered to him
          following the lapse of restrictions unless and until he has paid to
          the Company any tax due or has authorized the Company, pursuant to the
          Rules of the committee, and provided the Committee does not
          disapprove, to retain a sufficient number of the Restricted Shares
          upon which the restrictions have lapsed to pay such tax. The Committee
          shall have the right in its discretion to satisfy withholding tax
          liability by retaining Restricted Shares.

     9.   Covenant Not to Compete. In consideration of this grant of a
          Restricted Stock Award, Grantee agrees that should Grantee voluntarily
          resign or quit the employ of the Company or its parent, subsidiary or
          affiliated companies, Grantee shall not, for a period of two years
          (the "Restriction Period") measured from the effective date of such
          resignation or quitting, seek or accept employment with any person,
          firm or entity in the U.S. that is significantly engaged in the
          business of providing services in the areas of interstate trucking,
          third party logistics or domestic/international freight forwarding.

          It is specifically agreed that the employment prohibition set forth in
          this Agreement includes employment in any capacity, directly or
          indirectly, with any entity described above, including but not limited
          to investment in any such entity (other than owning less than 2% of
          the stock of a publicly traded company) or employment as an officer,
          director, employee, consultant, or independent contractor.

          It is specifically understood that the Covenant Not to Compete of this
          paragraph shall not apply if the Grantee resigns or quits the employ
          of the Company, or its parent, subsidiary or affiliated company
          following a reduction in the Grantee's title or responsibilities from
          Grantee's title or responsibilities existing as of the date of this
          Agreement or following a reduction in Grantee's base salary or
          benefits from the level of such base salary and benefits existing as
          of the date of this Agreement, other than a reduction in such base
          salary or benefits occurring as a result of across the board
          reductions applying to all officers of the Company, or the involved
          parent, subsidiary or affiliated company.

     10.  Confidential Information. Confidential and proprietary information and
          knowledge in Grantee's possession about the business, customers,
          finances, business practices, marketing and sales strategies and
          personnel of the Company, its parents, subsidiaries and affiliates
          ("Company Information") shall remain confidential for the Restriction
          Period and Grantee shall not disclose or communicate such Company
          Information during that time to any individual or entity not a party
          to this Agreement, including family members, and Grantee will not make
          use of Company Information on Grantee's own behalf or on behalf of a
          family member or aid or encourage any family member to do so,
          including, but not limited to, soliciting or recommending that anyone
          else solicit any then-current Company employee for hire. Grantee
          specifically agrees any disclosure


                                       3
<PAGE>

          of any Company Information during the Restriction Period by a family
          member, or by an individual or entity who has obtained such
          information from Grantee or a family member, shall be regarded as a
          breach of this Agreement by Grantee.

     11.  Remedies for Breach. In the event that Grantee breaches or threatens
          to breach the non-compete or confidentiality provisions of this
          Agreement, Grantee acknowledges that the Company shall be entitled, in
          addition to any other remedies which may be available to it, to
          institute and maintain proceedings at law or in equity to recover
          damages, to obtain specific performance or a temporary or permanent
          injunction against Grantee's employment by the competitive entities
          described above, or for breach of the promise not to disclose Company
          Information, and that the Company shall be entitled to recover from
          Grantee all costs, including attorney's fees, incurred in prosecuting
          the above remedies.

     12.  Severability. In the event that any of the restrictions described
          above shall be held contrary to law or invalid or unenforceable in any
          respect in any jurisdiction, the remaining provisions shall not be
          affected, but shall remain in full force and effect. Any such invalid
          or enforceable provisions shall be deemed, without further action on
          the part of any persons, modified, amended and limited to the extent
          necessary to render the same valid and enforceable in such
          jurisdiction.

     13.  Binding Nature of Agreement. This Agreement shall be binding upon and
          inure to the benefit of the Company, its parent, subsidiaries,
          successors and assigns, including, without limitation, any
          corporation, person or entity which may acquire all or substantially
          all of the Company's assets and business or to which the Company is
          consolidated or merged. Grantee's rights and benefits hereunder are
          personal to Grantee and no such rights or benefits shall be subject to
          voluntary or involuntary assignment or transfer, except as
          specifically provided in this Agreement.

     14.  Confidentiality of Agreement. This Agreement shall be kept in strict
          confidence by Grantee and shall be revealed only to Grantee's spouse
          and attorney or other professional adviser. The Company shall keep
          this Agreement in strict confidence except to the extent that
          disclosure is required by government law or regulation.

     15.  Choice of Law. This Agreement, its interpretation, performance and
          enforcement and the rights and remedies of Grantee and the Company,
          shall be governed and construed by the laws of the state of Kansas
          applicable to contracts to be performed wholly within Kansas, without
          regard to principles of conflicts of laws.

     16.  Complete Agreement. This Agreement contains the entire agreement
          between Grantee and the Company and supersedes all prior agreements
          and understandings, both written and oral, between Grantee and the
          Company with respect to the subject matter hereof.

     17.  No Employment Contract. Grantee and the Company agree that this
          Agreement is not intended or understood to create any contract of
          employment for a definite term or an expectation of continued
          employment.



                                       4
<PAGE>

     18.  Amendment. This Agreement may not be modified or amended except in
          writing signed by both Grantee and an officer of the Company.

     IN WITNESS WHEREOF, Company, by its duly authorized officer or
representative, and the Grantee have signed this Agreement as of the day and
year first above written.

                                         YELLOW CORPORATION


                                       By:
                                            ------------------------------------

                                    Title:
                                            ------------------------------------




                                            ------------------------------------
                                            GRANTEE SIGNATURE








                                       5

</TEXT>
</DOCUMENT>
