XPO Logistics Grants Inducement Equity Award

The Compensation Committee of the Board of Directors of XPO Logistics, Inc. (NYSE Amex: XPO) granted certain equity-based awards to John J. Hardig on February 13, 2012, as a material inducement to accept employment as the company's chief financial officer.

Mr. Hardig's equity-based awards consist of (1) 50,000 options that vest in five equal installments beginning on September 2, 2012 and on each anniversary thereof, with an exercise price equal to $14.09 per share, which was the closing price of the company's common stock on the grant date, (2) 50,000 restricted stock units that vest in five equal installments on the same dates that the options vest, and (3) 85,000 restricted stock units that vest in five equal installments on the same dates that the options vest, provided that certain performance goals are satisfied.

The anticipated grant of equity-based awards and certain terms relating thereto (including the impact on outstanding awards of a termination of Mr. Hardig's employment or a change in control of the company) were previously disclosed in a Form 8-K filed by the company on February 7, 2012 announcing the appointment of Mr. Hardig as chief financial officer.

The company's Compensation Committee, which is comprised solely of independent directors, approved the grants pursuant to stand-alone award agreements and in accordance with Section 711 of the NYSE Amex LLC Company Guide.