{"id":38432,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/2001-restricted-stock-plan-fedex-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2001-restricted-stock-plan-fedex-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2001-restricted-stock-plan-fedex-corp.html","title":{"rendered":"2001 Restricted Stock Plan – FedEx Corp."},"content":{"rendered":"\n \n FEDEX CORPORATION\n 2001 RESTRICTED STOCK PLAN\n\n1. PURPOSE OF PLAN\n\n The FedEx Corporation 2001 Restricted Stock Plan (the \"Plan\") is\nestablished by FedEx Corporation (the \"Corporation\") to aid the Corporation and\nits subsidiaries in securing and retaining key employees of outstanding ability\nand to provide additional motivation to such employees to exert their best\nefforts on behalf of the Corporation and its subsidiaries. The Corporation\nexpects that it will benefit from the added interest which such employees will\nhave in the welfare of the Corporation as a result of their ownership or\nincreased ownership of the Corporation's Common Stock.\n\n2. STOCK SUBJECT TO THE PLAN\n\n The shares that may be awarded under the Plan (without payment by\nparticipants) shall be the common stock, $.10 par value, of the Corporation, and\nshall be treasury shares. The maximum number of shares of Common Stock that may\nbe awarded hereunder (subject to any adjustments as provided below) shall not in\nthe aggregate exceed 1,000,000 shares. Shares which are forfeited as a result of\na participant's termination of employment shall again become available for award\nunder the Plan.\n\n3. ADMINISTRATION\n\n The Plan shall be administered by those members, not less than two, of\nthe Compensation Committee of the Board of Directors, each of whom is a\n\"non-employee director\" as defined in Rule 16b-3 of the General Rules and\nRegulations under the Securities Exchange Act of 1934, as amended (the\n\"Committee\"). No member of the Committee shall be eligible to participate in the\nPlan.\n\n The Committee shall have the sole authority to (i) award shares under\nthe Plan; (ii) consistent with the Plan, determine the provisions of the shares\nto be awarded, the restrictions and other terms and conditions applicable to\neach award of shares under the Plan; (iii) interpret the Plan, the instruments\nevidencing the restrictions imposed upon stock awarded under the Plan and the\nshares awarded under the Plan; (iv) adopt, amend and rescind rules and\nregulations for the administration of the Plan; and (v) generally to administer\nthe Plan and make all determinations in connection therewith which may be\nnecessary or advisable, and all such actions of the Committee shall be binding\nupon all participants. Committee decisions and selections shall be made by a\nmajority of its members present at the meeting at which a quorum is present, and\nshall be final. Any decision or selection reduced to writing and signed by all\nof the members of the Committee shall be as fully effective as if it had been\nmade at a meeting duly held.\n\n\n 1\n 2\n\n4. ELIGIBILITY\n\n Key employees, including officers, of the Corporation and its\nsubsidiaries who are from time to time responsible for the management, growth\nand protection of the business of the Corporation and its subsidiaries shall be\neligible for awards of stock under the Plan. No member of the Board of Directors\nof the Corporation shall be eligible to participate in the Plan unless such\ndirector is also an employee of the Corporation or a subsidiary. The employees\nwho shall receive awards under the Plan shall be selected from time to time by\nthe Committee in its sole discretion, from among those eligible, and the\nCommittee shall determine, in its sole discretion, the number of shares to be\nawarded to each such employee selected. The Committee may, within the terms of\nthe Plan, be selective and non-uniform with respect to its determination of the\namount of awards and the eligible employees to whom such awards are made.\n\n5. RIGHTS WITH RESPECT TO SHARES\n\n An employee to whom an award of Common Stock is made hereunder shall\nhave, after delivery to the Corporation or its designee of a certificate or\ncertificates for such stock to be held in escrow on such employee's behalf, all\nrights of ownership with respect to such stock including the right to vote the\nsame and receive any dividends paid thereon, subject, however, to the terms,\nconditions and restrictions contained in the Plan and in the instrument under\nwhich the award is made.\n\n6. INVESTMENT REPRESENTATION\n\n If the shares of Common Stock that have been awarded to an employee\npursuant to the terms of the Plan are not registered under the Securities Act of\n1933, as amended, pursuant to an effective registration statement, such\nemployee, if the Committee shall deem it advisable, may be required to represent\nand agree in writing (i) that any shares of Common Stock acquired by such\nemployee pursuant to the Plan will not be sold except pursuant to an effective\nregistration statement under the Securities Act of 1933, as amended, or pursuant\nto an exemption from registration under such Act, and (ii) that such employee\nhas acquired such shares of Common Stock for the participant's own account and\nnot with a view to the distribution thereof.\n\n7. CASH BONUSES\n\n If the Committee so determines in its sole and exclusive discretion,\nthe Corporation may make a cash payment or payments to an employee in connection\nwith an award of Common Stock hereunder, the lapse of restrictions imposed\nthereon or the payment by the employee of any taxes related thereto.\n\n\n 2\n 3\n\n8. RESTRICTIONS\n\n (a) Terms, Conditions and Restrictions. In addition to such other\nterms, conditions and restrictions as may be imposed by the Committee and\ncontained in the instrument under which awards of Common Stock are made pursuant\nto the Plan, (i) no Common Stock so awarded shall be restricted for a period\n(the \"Restriction Period\") of less than one year or more than ten years unless\notherwise specified by the Committee; and (ii) except as provided in paragraph\n(e) below, the recipient of the award shall remain in the employ of the\nCorporation or its subsidiaries during the Restriction Period or otherwise\nforfeit all right, title and interest in and to the shares subject to such\nrestrictions.\n\n (b) Transferability Restriction. No share awarded under the Plan shall\nbe sold, assigned, transferred, pledged, hypothecated or otherwise disposed of\nduring the Restriction Period applicable thereto.\n\n (c) Agreements; Stock Legend. As a condition to the grant of an award\nunder the Plan, each eligible employee selected to participate shall execute and\ndeliver to the Corporation an agreement in form and substance satisfactory to\nthe Committee reflecting the conditions and restrictions imposed upon the Common\nStock awarded. Certificates for shares of Common Stock delivered pursuant to\nsuch awards may, if the Committee so determines, bear a legend referring to the\nrestrictions and the instruments to which such awards are subject.\n\n (d) Additional Conditions. In the agreements evidencing awards or\notherwise, the Committee may impose such other and additional terms, conditions\nand restrictions upon the award as it, in its discretion, deems appropriate\nincluding, without limitation: (i) that the Corporation shall have the right to\ndeduct from payments of any kind due to the participant any federal, state or\nlocal taxes of any kind required by law to be withheld with respect to the\nshares awarded or the payment of related cash bonuses; and (ii) that the\nparticipant enter into a covenant not to compete with the business of the\nCorporation and its subsidiaries during the period of employment and for a\nreasonable time thereafter.\n\n (e) Lapse of Restrictions. The restrictions imposed under paragraph (a)\nabove shall terminate with respect to the shares of Common Stock to which they\napply on the earliest to occur of the following, except no restrictions shall\nlapse less than six months from the date of award in the event of (i), (ii) and\n(iii) below, unless otherwise specified by the Committee:\n\n (i) the expiration of the Restriction Period:\n\n (ii) the participant's retirement at or after age 60;\n\n (iii) the participant's total and permanent disability; or\n\n (iv) the participant's death.\n\n\n 3\n 4\n\nCertificates for shares of Common Stock with respect to which restrictions have\nlapsed as provided above shall, upon lapse thereof, be released from escrow and\ndelivered to the participant or, in the event of participant's death, to\nparticipant's personal representative. Any stock legend referring to the\nrestrictions imposed hereunder shall thereupon be removed.\n\n9. CHANGES IN CAPITAL OR CONTROL\n\n If the outstanding Common Stock of the Corporation subject to the Plan\nshall at any time be changed or exchanged by declaration of a stock dividend,\nstock split, combination of shares, recapitalization, merger, consolidation or\nother corporate reorganization, an appropriate adjustment shall be made in the\nnumber and kind of shares that have been awarded pursuant to the Plan and are\nsubject to restrictions imposed by the Plan and that may thereafter be awarded\nhereunder.\n\n Notwithstanding any other provision of the Plan, upon the occurrence of\na Change in Control, as defined below, the stock certificates evidencing any\nRestricted Shares shall be canceled and the Corporation shall make a cash\npayment to the participants in an amount equal to the highest price per share\nreceived by holders of the Corporation's Common Stock in connection with the\nChange in Control multiplied by the then number of Restricted Shares, with any\nnon-cash consideration valued in good faith by the Committee.\n\n For purposes of the Plan, a \"Change in Control\" of the Corporation\nshall be deemed to have occurred if:\n\n (a) any person, as such term is used in Sections 13(d)(3) and\n 14(d)(2) of the Securities Exchange Act of 1934, as amended,\n becomes a beneficial owner (within the meaning of Rule 13d-3\n under such Act) of 20% or more of the Corporation's\n outstanding Common Stock;\n\n (b) there occurs within any period of two consecutive years any\n change in the directors of the Corporation such that the\n members of the Corporation's Board of Directors prior to such\n change do not constitute a majority of the directors after\n giving effect to all changes during such two-year period\n unless the election, or the nomination for election by the\n Corporation's stockholders, of each new director was approved\n by a vote of at least two-thirds of the directors then still\n in office who were directors at the beginning of the period;\n or\n\n (c) the Corporation is merged, consolidated or reorganized into or\n with, or sells all or substantially all of its assets to,\n another corporation or other entity, and immediately after\n such transaction less than 80% of the voting power of the\n then-outstanding securities of such corporation or other\n entity immediately after such transaction is held in the\n aggregate by holders of the Corporation's Common Stock\n immediately before such transaction.\n\n\n 4\n 5\n\n In addition, if the Corporation enters into an agreement or series of\nagreements or the Board of Directors of the Corporation adopts a resolution\nwhich results in the occurrence of any of the foregoing events, and the\nemployment of a participant is terminated after the entering into of such\nagreement or series of agreements or the adoption of such resolution then, upon\nthe occurrence of any of the events described above, a Change in Control shall\nbe deemed to have retroactively occurred on the date of entering into of the\nearliest of such agreements or the adoption of such resolution and the\nparticipants shall be entitled to the payment as of such date with respect to\nany forfeited Restricted Shares.\n\n10. MISCELLANEOUS\n\n (a) No Right to Receive Award. Nothing in the Plan shall be construed\nto give any employee of the Corporation or a subsidiary any right to receive an\naward under the Plan.\n\n (b) Additional Shares Received With Respect to Restricted Stock. Any\nshares of Common Stock or other securities of the Corporation received by an\nemployee as a stock dividend on, or as a result of stock splits, combinations,\nexchanges of shares, reorganizations, mergers, consolidations or otherwise with\nrespect to shares of Common Stock received pursuant to an award hereunder shall\nhave the same status, be subject to the same restrictions and bear the same\nlegend, if any, as the shares received pursuant to the original award.\n\n (c) No Effect on Employment Rights. Nothing in the Plan or in the\ninstruments evidencing the grant of an award hereunder shall in any manner be\nconstrued to limit in any way the right of the Corporation or a subsidiary to\nterminate an employee's employment at any time, or give any right to an employee\nto remain employed by the Corporation or a subsidiary.\n\n11. EFFECTIVE DATE OF PLAN\n\n The Plan shall become effective when approved by the Board of Directors\nof the Corporation.\n\n12. AMENDMENTS\n\n This Plan may be amended any time or from time to time by the Committee\nprovided that no such amendment shall, without the further approval of the Board\nof Directors:\n\n (i) except as provided in paragraph 9 of the Plan, increase the\n maximum number of shares reserved for purposes of the Plan;\n\n (ii) extend the duration of the Plan; or\n\n (iii) materially increase the benefits accruing to participants\n under the Plan.\n\n\n 5\n 6\n\nNeither shall any amendment or alteration impair the rights of any participant\nduring the Restriction Period without the participant's consent.\n\n13. DURATION AND TERMINATION\n\n This Plan shall terminate and no further stock shall be awarded\nhereunder after March 19, 2011. In addition, the Committee may terminate the\nPlan at any time prior thereto. The termination of this Plan shall not, however,\naffect any restriction previously imposed or restricted stock awarded pursuant\nto this Plan.\n\n14. COMPLIANCE WITH SECTION 16(B)\n\n The Plan is intended to comply with all applicable conditions of Rule\n16b-3 of the General Rules and Regulations under the Securities Exchange Act of\n1934, as amended. All transactions involving the Corporation's executive\nofficers are subject to such conditions, regardless of whether the conditions\nare expressly set forth in the Plan. Any provision of the Plan that is contrary\nto a condition of Rule 16b-3 shall not apply to executive officers of the\nCorporation.\n\n\n 6\n 7\n\n FORM OF RESTRICTED STOCK AGREEMENT\n PURSUANT TO FEDEX CORPORATION\n 2001 RESTRICTED STOCK PLAN\n\n THIS RESTRICTED STOCK AGREEMENT is made this _____ day of _________,\n_____ by and between ________________________ (the \"Participant\") and FedEx\nCorporation, a Delaware corporation (the \"Company\"), pursuant to the Company's\n2001 Restricted Stock Plan (the \"Plan\").\n\n WHEREAS, the Compensation Committee (the \"Committee\") of the Board of\nDirectors of the Company at its meeting on __________ authorized and directed\nthe Company to make an award of stock to the Participant under the Plan for the\npurposes expressed in the Plan;\n\n NOW THEREFORE, in consideration of the foregoing and the mutual\nundertakings herein contained, the parties agree as follows:\n\n 1. Grant of Stock. In accordance with the terms of the Plan and subject\nto the further terms, conditions and restrictions contained in this Agreement,\nthe Company hereby grants to the Participant ______ shares (the \"Shares\") of the\nCompany's common stock, $.10 par value (the \"Common Stock\"). As long as the\nShares are subject to the Restrictions set forth in Section 4 of this Agreement,\nsuch shares shall be deemed to be, and are referred to in this Agreement as, the\n\"Restricted Shares.\" The Shares granted shall be treasury stock.\n\n 2. Certificates for Shares. Certificates evidencing Restricted Shares\nshall be deposited with the Company to be held in escrow until such Shares are\nreleased to the Participant or forfeited in accordance with this Agreement. The\nParticipant shall, simultaneously with the delivery of this Agreement, deliver\nto the Company a stock power, in blank, executed by the Participant.\n\n If any Restricted Shares are forfeited, the Company shall direct the\ntransfer agent of the Common Stock to make the appropriate entries in its\nrecords showing the cancellation of the certificate or certificates for such\nRestricted Shares and to return the Shares represented thereby to the Company's\ntreasury.\n\n 3. Adjustments in Restricted Shares. In the event of any change in the\noutstanding Common Stock by reason of a stock dividend or distribution,\nrecapitalization, merger, consolidation, split-up, combination, exchange of\nshares or the like, the Committee shall make equitable adjustments in the\nRestricted Shares corresponding to adjustments made by the Committee in the\nnumber and class of shares of Common Stock which may be issued under the Plan.\nAny new, additional or different securities to which the Participant shall be\nentitled in respect of Restricted Shares by reason of such adjustment shall be\ndeemed to be Restricted Shares and shall be subject to the same terms,\nconditions, and restrictions as the Restricted Shares so adjusted.\n\n\n 7\n 8\n\n 4. Restrictions. During applicable periods of restriction determined in\naccordance with Section 6 of this Agreement, Restricted Shares and all rights\nwith respect to such Shares, may not be sold, assigned, transferred, exchanged,\npledged, hypothecated or otherwise encumbered or disposed of and shall be\nsubject to the risk of forfeiture contained in Section 5 of this Agreement (such\nlimitations on transferability and risk of forfeiture being herein referred to\nas \"Restrictions\"), but the Participant shall have all other rights of a\nstockholder, including, but not limited to, the right to vote and receive\ndividends on Restricted Shares.\n\n 5. Forfeiture of Restricted Shares. In the event that the Participant\nterminates employment with the Company and its subsidiaries for any reason other\nthan his or her death, retirement or permanent disability, such event shall\nconstitute an \"Event of Forfeiture\" and all Shares which at that time are\nRestricted Shares shall thereupon be forfeited by the Participant to the Company\nwithout payment of any consideration by the Company, and neither the Participant\nnor any successor, heir, assign or personal representative of the Participant\nshall have any right, title or interest in or to such Restricted Shares or the\ncertificates evidencing them.\n\n 6. Lapse of Restrictions. (a) Except as provided in subsection (b) below,\nthe Restrictions on the Restricted Shares granted under this Agreement shall\nlapse ratably on each of the ____ through _______ anniversaries of the date of\nthis Agreement in accordance with the following schedule:\n\n<\/pre>\n
\n\n Number of Shares on
\n Date Which Restrictions Lapse
\n <\/p>\n<\/c><\/s><\/caption>\n<\/table>\n
(b) In the event that a Participant’s employment with the Company and
\nits subsidiaries terminates as a result of his or her death, retirement or
\npermanent disability, the Restrictions shall lapse on the Restricted Shares (if
\nnot already lapsed pursuant to subsection (a) above) on the later of (i) the
\ndate of such event, or (ii) the first anniversary of the date of this Agreement.<\/p>\n
Upon lapse of the Restrictions in accordance with this Section, the
\nCompany shall, as soon as practicable thereafter, deliver to the Participant an
\nunrestricted certificate for the Shares with respect to which such Restrictions
\nhave lapsed.<\/p>\n
7. Tax Equalization Bonus. The Company shall, provided the Participant
\nhas furnished the Company evidence of having timely made the election under
\nSection 83(b) of the Internal Revenue Code with respect to the grant of the
\nShares, pay for the benefit of the<\/p>\n
8
\n 9<\/p>\n
Participant a bonus equal to the gross amount of Federal income taxes, Medicare
\ntax and loss of itemized deduction for such Federal income taxes for which the
\nParticipant has incurred a liability solely as a result of the grant of the
\nShares, the making of such election and the payment of such bonus. All of such
\npayment shall be made in the form of Federal income tax withholding payments on
\nor before December 31, _________ and the amount thereof shall be determined
\nassuming that the Participant’s marginal Federal income tax rate is 39.6%. No
\nsuch bonus shall be paid unless the Participant makes such election and
\nfurnishes the Company proof of such election in such form and manner as the
\nCompany shall prescribe.<\/p>\n
8. Withholding Requirements. Whenever payments hereunder are to be made
\nin cash, or Restrictions lapse with respect to Restricted Shares, the Company
\nshall have the right to withhold from sums due to the Participant (or to require
\nthe Participant to remit to the Company) an amount sufficient to satisfy any
\nFederal, state or local withholding tax requirements prior to making such
\npayments or delivering any certificate evidencing such Shares.<\/p>\n
9. Change in Control. Notwithstanding any other provision of this
\nAgreement or the Plan, upon the occurrence of a Change in Control, as defined
\nbelow, the stock certificates evidencing any Restricted Shares shall be
\ncancelled and the Company shall make a cash payment to Participant in an amount
\nequal to the highest price per share received by holders of the Company’s Common
\nStock in connection with the Change in Control multiplied by the then number of
\nRestricted Shares, with any non-cash consideration valued in good faith by the
\nCommittee.<\/p>\n
For purposes of the Plan, a “Change in Control” of the Company shall be
\ndeemed to have occurred if:<\/p>\n
(a) any person, as such term is used in Sections 13(d)(3) and
\n 14(d)(2) of the Securities Exchange Act of 1934, as amended,
\n becomes a beneficial owner (within the meaning of Rule 13d-3
\n under such Act) of 20% or more of the Company’s outstanding
\n Common Stock;<\/p>\n
(b) there occurs within any period of two consecutive years any
\n change in the directors of the Company such that the members
\n of the Company’s Board of Directors prior to such change do
\n not constitute a majority of the directors after giving effect
\n to all changes during such two-year period unless the
\n election, or the nomination for election by the Company’s
\n stockholders, of each new director was approved by a vote of
\n at least two-thirds of the directors then still in office who
\n were directors at the beginning of the period; or<\/p>\n
(c) the Company is merged, consolidated or reorganized into or
\n with, or sells all or substantially all of its assets to,
\n another corporation or<\/p>\n
9
\n 10<\/p>\n
other entity, and immediately after such transaction less than
\n 80% of the voting power of the then-outstanding securities of
\n such corporation or other entity immediately after such
\n transaction is held in the aggregate by holders of the
\n Company’s Common Stock immediately before such transaction.<\/p>\n
In addition, if the Company enters into an agreement or series of
\nagreements or the Board of Directors of the Company adopts a resolution which
\nresults in the occurrence of any of the foregoing events, and Participant’s
\nemployment is terminated after the entering into of such agreement or series of
\nagreements or the adoption of such resolution, then, upon the occurrence of any
\nof the events described above, a Change in Control shall be deemed to have
\nretroactively occurred on the date of entering into of the earliest of such
\nagreements or the adoption of such resolution and Participant shall be entitled
\nto the payment as of such date with respect to any forfeited Restricted Shares.<\/p>\n
10. Effect of Employment. Nothing contained in this Agreement shall
\nconfer upon the Participant the right to continue in the employment of the
\nCompany or affect any right which the Company may have to terminate the
\nemployment of the Participant.<\/p>\n
11. Amendment. This Agreement may not be amended except with the
\nconsent of the Committee and by a written instrument duly executed by the
\nParticipant and the Company.<\/p>\n
12. Binding Effect. This Agreement shall be binding upon and shall
\ninure to the benefit of the parties hereto and their heirs, personal
\nrepresentatives, successors and assigns. Participant acknowledges receipt of a
\ncopy of the Plan, which is annexed hereto, represents that he or she is familiar
\nwith the terms and provisions thereof and accepts the award of Shares hereunder
\nsubject to all of the terms and conditions thereof and of this Agreement.
\nParticipant hereby agrees to accept as binding, conclusive and final all
\ndecisions and interpretations of the Committee upon any questions arising under
\nthe Plan or this Agreement.<\/p>\n
IN WITNESS WHEREOF, the Company and the Participant have each
\nexecuted and delivered this Agreement as of the date first above written.<\/p>\n
ATTEST: FEDEX CORPORATION<\/p>\n
By:
\n——————————– ————————————-
\nAssistant Secretary Chairman, President and
\n Chief Executive Officer<\/p>\n
PARTICIPANT:<\/p>\n
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