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EX-99 - EX 99.2 AMENDED & RESTATED AGREEMENT BRUFFETT - Con-way Inc.ex992.txt
EX-99 - EX 99.1 AMENDED & RESTATED AGREEMENT STOTLAR - Con-way Inc.ex991.txt
EX-99 - EX 99.3 AMENDED & RESTATED AGREEMENT BIANCO - Con-way Inc.ex993.txt
EX-99 - EX 99.4 AMENDED & RESTATED AGREEMENT LABRIE - Con-way Inc.ex994.txt
EX-99 - EX 99.5 AMENDED & RESTATED AGREEMENT SCHMIDT - Con-way Inc.ex995.txt



                             UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C. 20549


                                FORM 8-K

                             CURRENT REPORT

                 Pursuant to Section 13 or 15(d) of the
                    Securities Exchange Act of 1934

                           June 21, 2010
            ------------------------------------------------
            Date of Report (Date of earliest event reported)

                                Con-way Inc.
         ------------------------------------------------------
         (Exact name of registrant as specified in its charter)

         Delaware               1-5046              94-1444798
         ----------             ------              ----------
        (State or other        (Commission         (IRS Employer
        jurisdiction of        File Number)        Identification
        incorporation)                                 Number)

       2855 Campus Drive, Suite 300, San Mateo, California 94403
      -----------------------------------------------------------
                (Address of principal executive offices)
                               (zip code)

          Registrant's telephone number, including area code:
                             (650) 378-5200


-----------------------------------------------------------------------
     (Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant
under any of the following provisions (see General Instruction A.2
below):

[ ]  Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange
     Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under
     the Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under
     the Exchange Act (17 CFR 240.13e-4(c))



ITEM 5.02  DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT   OF  CERTAIN  OFFICERS;  COMPENSATORY  ARRANGEMENTS  OF  CERTAIN
OFFICERS


AMENDED AND RESTATED "NON-CHANGE IN CONTROL" EXECUTIVE SEVERANCE AGREEMENTS
---------------------------------------------------------------------------
AND POLICIES
------------

On December 14, 2009, the Compensation Committee of the Con-way Inc. Board of
Directors approved, for the first time,  "non-change  in  control"  executive
severance  agreements  for  senior  executives  (including  Messrs.  Stotlar,
Bruffett,  Bianco,  Labrie  and  Schmidt) and non-change in control executive
severance policies for eligible lower  level  executives.  The forms of  non-
change in control severance agreements offered  to Messrs. Stotlar, Bruffett,
Bianco, Labrie and Schmidt were attached as Exhibits 99.8, 99.9, 99.10, 99.11
and  99.12,  respectively,  to the Company's Report  on  Form  8-K  filed  on
December 18, 2009.

The Company recently discovered  that  the  non-change  in  control severance
agreements  (including  those  entered  into  by  Messrs. Stotlar,  Bruffett,
Bianco,  Labrie  and  Schmidt),  and  the  non-change  in  control  severance
policies,  contain  unintended  language  that  limits  the extent  to  which
qualifying long-term incentive awards would be subject to partial accelerated
or pro-rated vesting upon a qualifying severance of employment. Specifically,
the severance agreements provided for partial accelerated or prorated vesting
only of qualifying long-term incentive awards granted to executives after the
respective  dates  of their severance agreements, and the severance  policies
provided for partial  accelerated  or  pro-rated  vesting  only of qualifying
long-term   incentive  awards  granted  to  eligible  executives  after   the
respective dates of the policies. On June 21, 2010 the Compensation Committee
confirmed that  when it approved the agreements and policies in December 2009
the Committee intended  that  all  outstanding qualifying long-term incentive
awards would be subject to partial accelerated  or  pro-rated  vesting upon a
qualifying severance of employment.

To  implement  the Committee's intention, amended and restated non-change  in
control executive  severance  agreements  have  been offered to the Company's
senior executives, and the executive severance policies have been amended and
restated. Copies of the amended and restated executive  severance  agreements
offered to Messrs. Stotlar, Bruffett, Bianco, Labrie and Schmidt are attached
hereto  as  Exhibits  99.1 through 99.5.  The amended and restated agreements
also incorporate the provisions  of  Amendment  No.  1 to Severance Agreement
(the form of which is attached as Exhibit 10.74 to the  Company's  Report  on
Form  10-K  filed  on  February  26, 2010), which removed the non-competition
covenant  and  modified  the non-solicitation  covenant  so  as  to  prohibit
solicitation of employees  only.  Except as described above, the terms of the
amended and restated agreements are  the  same as the terms of the non-change
in control severance agreements described in the Company's Report on Form 8-K
filed on December 18, 2009, which description  is  incorporated  by reference
herein.


CHANGE IN COMPENSATION OF HERBERT J. SCHMIDT
--------------------------------------------

On June 21, 2010, the Compensation Committee also approved a 25% reduction in
annual  base  salary  (from approximately $401,000 to approximately $301,000)
for Herbert J. Schmidt,  effective July 1, 2010.  Mr. Schmidt is an Executive
Vice  President  of  the Company  and  President  of  the  Company's  Con-way
Truckload subsidiary.

The base salary reduction  was  prompted  by  a  proposal from Mr. Schmidt to
reduce  his work schedule to 75% of his current work  schedule  so  he  could
devote more  discretionary time to personal and family interests. The Company
agreed to the  proposal.  Mr. Schmidt plans to continue to serve as President
of  Con-way  Truckload for the  foreseeable  future,  focusing  on  strategic
management of  the  business,  leadership  development  and  mid-to-long term
business planning.

The  reduction  in  annual  base  salary will also affect the payout  on  Mr.
Schmidt's 2010 annual cash incentive  award (which is based on annual salary)
as well as future incentive compensation  awards that are determined based on
annual base salary.  The annual base salary  reduction and other compensation
adjustments described above are commensurate with  Mr. Schmidt's reduced work
schedule.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 (c) Exhibits


     Exhibit No.        Description
     -----------        -----------
     EX 99.1            Amended & Restated Non-Change in Control Mr. Stotlar
     EX 99.2            Amended & Restated Non-Change in Control Mr. Bruffett
     EX 99.3            Amended & Restated Non-Change in Control Mr. Bianco
     EX 99.4            Amended & Restated Non-Change in Control Mr. Labrie
     EX 99.5            Amended & Restated Non-Change in Control Mr. Schmidt



                         SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                         Con-way Inc.
                        ------------
                        (Registrant)

June 23, 2010           /s/ Jennifer W. Pileggi
                        --------------------------
                        Jennifer W. Pileggi
                        Executive Vice President, General Counsel
                        and Corporate Secretary