POWER OF ATTORNEY
The undersigned hereby constitutes and appoints each of Clint J. Gage, Esq. and Rita
Occhionero, signing singly, the undersigneds true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigneds capacity as an officer
or director of XPO Logistics, Inc. (the Company), a Form ID, Uniform Application for Access Codes
to File on Edgar and Forms 3, 4 and 5 (including amendments thereto) in accordance with Section
16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder and;
(2) do and perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such Form ID or Forms 3, 4 or 5 and timely file
such forms (including amendments) and application with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in
the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-facts discretion.
The undersigned grants to such attorney-in-fact full power and authority to do and perform any
and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any
of the rights and powers granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this
power of attorney and the rights and powers herein granted.
The undersigned acknowledges that the attorney-in-fact, in serving in such capacity at the
request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigneds
responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. The undersigned
agrees that such attorney-in-fact herein may rely entirely on information furnished orally or in
writing by the undersigned to such attorney-in-fact.
The undersigned also agrees to indemnify and hold harmless the Company and such
attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects)
that arise out of or are based upon any untrue statements or omission of necessary facts in the
information provided by the undersigned to
such attorney-in fact for purposes of executing, acknowledging, delivering or filing Form ID
or Forms 3, 4 or 5 (including amendments) and agrees to reimburse the Company and such
attorney-in-fact for any legal or other expenses reasonably incurred in connection with
investigating or defending against any such loss, claim, damage, liability or action.
This Power of Attorney supersedes any power of attorney previously executed by the undersigned
regarding the purposes outlined in the first paragraph hereof (Prior Powers of Attorney), and the
authority of the attorneys-in-fact named in any Prior Powers of Attorney is hereby revoked.
This Power of Attorney shall remain in full force and effect until the undersigned is no
longer required to file Forms 3, 4 or 5 with respect to the undersigneds holdings of and
transactions in securities issued by the Company, unless earlier (a) revoked by the undersigned in
a signed writing delivered to the foregoing attorneys-in-fact; or (b) superseded by a new power of
attorney regarding the purposes outlined in the first paragraph hereof dated as of a later date.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as this
8th day of September, 2011.
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/s/ Jason D. Papastavrou
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Jason D. Papastavrou |
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