The shares underlying the Annual Grant vest as follows: (A) 33% upon the Company’s attainment of certain earnings per share thresholds for fiscal 2018, (B) 33% on December 31, 2019, subject to continuous employment by the Company or the Company’s subsidiaries through such date or an eligible retirement, and (C) 34% on December 31, 2020, subject to continuous employment by the Company or the Company’s subsidiaries through such date or an eligible retirement.

The shares underlying the Special Grant are subject to both performance and time vesting criteria. Upon the occurrence of two consecutive fiscal years during 2018 through 2022 in which the Company reaches certain freight revenue and net income margin thresholds, 50% of the Special Grant shares are eligible for vesting (together, the “Full Vesting Goals”). Upon the occurrence of two consecutive fiscal years during 2018 through 2022 in which the Company reaches a net income margin threshold, the following number of shares are eligible for vesting: 50,112 for Mr. Parker, 41,760 for Mr. Hogan, 23,385 for Mr. Cribbs, 15,590 for Mr. Hough, and 13,364 for Mr. Newbourne, with incremental shares up to those amounts set forth in the table above for “Special Grant” being eligible for vesting if the Full Vesting Goals are met subsequently through 2022. The shares eligible for vesting will vest as follows: (A) 50% vest upon the Committee’s determination that the applicable performance criteria have been satisfied, subject to continuous employment by the Company or its subsidiaries through the date of such determination, and (B) the firstDecember 31^st following the Committee’s determination that the applicable performance criteria have been satisfied, subject to continuous employment by the Company or its subsidiaries through such first anniversary or an eligible retirement.