{"id":38674,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/consulting-agreement-fedex-corp-and-dennis-h-jones.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"consulting-agreement-fedex-corp-and-dennis-h-jones","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/consulting-agreement-fedex-corp-and-dennis-h-jones.html","title":{"rendered":"Consulting Agreement &#8211; FedEx Corp. and Dennis H. Jones"},"content":{"rendered":"<pre>                              CONSULTING AGREEMENT\n\n\n       THIS AGREEMENT is made this 14 day of July, 2000 by and between FEDEX\nCORPORATION, a Delaware corporation (the \"Company\"), and DENNIS H. JONES\n(\"Jones\").\n\n       WHEREAS, Jones has submitted his resignation from the Company effective\nAugust 31, 2000 and the parties have agreed to a consulting arrangement and wish\nto reduce such arrangement to writing.\n\n       NOW, THEREFORE, in consideration of the foregoing and the mutual\nundertakings contained in this Agreement, the parties agree as follows:\n\n       SECTION 1. TERM. The term of this Agreement (\"Term\") shall begin on the\nearlier of September 1, 2000 or the date Jones begins other full-time, permanent\nemployment with a successor employer and shall end on December 31, 2002, unless\nearlier terminated under the provisions of Section 13 of this Agreement.\n\n       SECTION 2. CONSULTING COMPENSATION. Jones shall remain an executive\nofficer of the Company until the beginning date of the Term of this Agreement\nand shall become an unclassified employee of the Company on such date and shall\nremain so for the Term of this Agreement. For and in consideration of the\nconsulting services to be performed by Jones and the further covenants and\nagreements made by him under this Agreement, the Company shall, for the Term\nhereof, provided Jones is not in default under this Agreement: \n\n(a)    pay to Jones from the beginning date of the Term of this Agreement \n       through December 31, 2002 basic monthly compensation of $48,528 in \n       semi-monthly installments;\n\n(b)    provide Jones and his dependents coverage under the Company's employee\n       benefit plans to the same extent that coverage existed immediately before\n       the date as of which this Agreement is made;\n\n\n\n(c)    reimburse Jones for not otherwise reimbursed reasonable and necessary\n       travel and lodging expenses incurred in seeking other employment;\n\n(d)    provide, at its expense, tax and financial counseling services up to, but\n       not beyond, April 15, 2002 in accordance with the program applicable to\n       executive officers of the Company;\n\n(e)    continue to provide Jones the high-speed telephone line currently\n       provided by the Company; however, Jones will reimburse to the Company the\n       cost of providing such telephone line after the beginning date of the\n       Term of this Agreement; and\n\n(f)    use its best efforts to provide executive access for Jones and members of\n       his immediate family, to the extent within the Company's control, to\n       Disney World and Disneyland.\n\nNotwithstanding subsection (b) above, neither Jones nor his dependents shall \nbe entitled to travel on Company aircraft, but may obtain interline travel \ntickets through the Federal Express Corporation Corporate Travel department. \nHowever, Jones shall be entitled to discount shipping privileges on the same \nbasis as provided to other employees until he attains age 55.\n\n                SECTION 3. HEALTH INSURANCE, CERTAIN PERSONAL PROPERTY AND \nBOARD SEAT RESIGNATIONS. The Company agrees to provide Jones and his \ndependents health benefit coverage after the Term of this Agreement until \nJones attains age 55, on substantially the same basis as provided by the \nCompany to participants in its Retiree Group Health Plan as it then exists. \nThe Company may provide such coverage through the purchase of an insurance \npolicy or otherwise, as it shall determine in its sole and exclusive \ndiscretion. In addition, the Company agrees that Jones may keep Company \ncomputer equipment currently in his possession but Jones agrees to return to \nthe Company his identification badge at the end of the Term of this \nAgreement. Upon execution of this Agreement, Jones hereby resigns, without\n\n                                       2\n\n\n\nfurther notice, his seats on the boards of directors of all Company \nsubsidiaries and affiliates of the Company (as defined in Section 13 of this \nAgreement).\n\n       SECTION 4. LTI AND MIC SETTLEMENT. Jones understands and \nagrees that any claims he may have with respect to the Company's Long Term \nIncentive (\"LTI\") Plans are settled by (i) any LTI payment due to him in his \ncurrent position in calendar year 2000 under the Company's FY1998-2000 LTI \nPlan, and (ii) any amount payable under the FY1999-2001 LTI Plan to Executive \nVice Presidents of the Company, multiplied by a fraction, the numerator of \nwhich is 27 and the denominator of which is 36, with the result multiplied by \nthe average percentage of Jones' achievement of his Management by Objectives \n(\"MBO\") goals for fiscal years 1998 through 2000. In addition, Jones shall be \nentitled to (i) Management Incentive Compensation (\"MIC\") for fiscal year \n2000 calculated by multiplying the number of points allocated to his position \nby the percentage achievement of his MBO goals for such year, and (ii) the \nMBO dollar point value, if any, for FY2001 established for Executive Vice \nPresidents (assuming Jones achieved 100% of his MBO objectives for such \nyear), multiplied by a fraction, the numerator of which is three and the \ndenominator of which is 12. Such FY2000 and FY2001 MIC and LTI settlements \nshall be paid at the same time as MIC and LTI payments are made to other \nparticipants in such programs. It is understood and agreed that Jones \nshall receive no other LTI or MIC payments other than as specified in this \nSection 3.\n\n       SECTION 5. JONES'S SERVICES; ACKNOWLEDGEMENT OF DUTY OF LOYALTY. Jones \nagrees to perform such reasonable services as may be requested from time to \ntime during the Term of this Agreement by the Company's Chief Executive \nOfficer. Jones agrees to make himself available at all reasonable times to \nperform such services during such period. Jones acknowledges his duty of \nloyalty to the Company and covenants to conduct himself in accordance with \nsuch duty during the Term of this Agreement.\n\n                                       3\n\n\n       SECTION 6. OTHER EMPLOYMENT. If Jones obtains other employment \nproviding comparable or better benefits, including life and other insurance, \nmedical, dental, disability, vision care and similar coverage as under the \nCompany's plans during the Term of this Agreement, or medical benefits \nthereafter pursuant to Section 3 of this Agreement, Jones, on behalf of his \ndependents, heirs and beneficiaries, hereby waives any claims he or they may \nhave with respect to Company benefits to the extent covered by a successor \nemployer's benefit plan or plans.\n\n       SECTION 7. WITHHOLDING. Any payments made pursuant to this Agreement \nshall be net of (i) all amounts required to be withheld from such payments \npursuant to applicable income tax, Social Security and unemployment insurance \nlaws and regulations, and (ii) such other amounts as are withheld from such \npayments pursuant to Jones's authorization.\n\n       SECTION 8. STOCK OPTION AND RESTRICTED STOCK MATTERS. Jones shall \nremain an employee of the Company during the Term of this Agreement. \nAccordingly, Jones may exercise any options granted under the Company's stock \nincentive plans which vest before the end of such Term and are exercisable in \naccordance with the provisions of such stock incentive plans; provided, \nhowever, that no loans shall be made pursuant to the Company's Stock Option \nLoan Policy for purposes of exercising such options or paying any taxes in \nconnection therewith. In addition, Jones shall remain an unclassified \nemployee of the Company until December 31, 2002 for purposes of satisfying \nthe employment condition for becoming entitled to receive all shares of \nrestricted stock then vested. However, Jones shall not be entitled to any \nstock option or restricted stock grants after the date of this agreement. \nJones agrees to repay in full the balance of all currently outstanding stock \noption loans on or before December 31, 2002.\n\n                                       4\n\n\n\n       SECTION 9. REFERENCES. The Company shall cause its executive officers, \nand each of them, to, upon request of a prospective employer for a reference \nwith respect to Jones, favorably recommend Jones in a manner commensurate \nwith his record.\n\n       SECTION 10. RESTRICTIVE COVENANT. Jones covenants and agrees that he \nwill not, during the Term of this Agreement and for a period of two years \nthereafter, engage as a principal, employee, agent, consultant, independent \ncontractor or in any capacity whatsoever with a Competitor of the Company, \nexcept with the prior written consent of the Company, which consent will not \nbe unreasonably withheld. For this purpose, \"Competitor\" shall mean and be \nlimited to either of United Parcel Service, Airborne Freight Corporation, \nDHL, Emery Worldwide, TNT Express Worldwide, or any of their principal \naffiliates and any entity succeeding to their business by reason of a change \nin identity, merger or consolidation. In addition to any other rights or \nremedies available to the Company on breach of this covenant, the Company \nshall be entitled to enforcement hereof by court injunction. In addition, \nJones acknowledges his duty of loyalty as an employee of the Company and \ncovenants and agrees that he will not, during the Term of this Agreement, \nknowingly engage in any activity which would be detrimental or adverse to the \ninterests of the Company.\n\n       SECTION 11. NON-DISCLOSURE OF PROPRIETARY INFORMATION. Jones \nacknowledges that he possesses substantial proprietary information which is \nor may become valuable assets of the Company, and that he may obtain \nknowledge of additional such proprietary information during the term of this \nAgreement. Jones hereby covenants and agrees that he will not on any \noccasion, during or after the Term of this Agreement, disclose any such \nnon-public proprietary information to any person except upon the express \nwritten authorization of the Company.\n\n                                       5\n\n\n\nSECTION 12.  RELEASE AND INDEMNIFICATION.\n\n(a)    Jones hereby releases the Company from any and all liabilities, claims\n       and causes of action arising, or which may arise in the future, from or\n       in connection with his employment or its termination with or by the\n       Company or the furnishing of services hereunder, other than the\n       obligations of the Company under this Agreement.\n\n(b)    Jones agrees to indemnify and hold harmless the Company and its\n       directors, officers, agents and employees from and against any and all\n       liabilities, damages, claims, demands, suits, judgments and expenses, in\n       any manner arising out of or in connection with any act or omission of\n       Jones outside the scope and course of his employment with the Company or\n       the performance of services hereunder.\n\n(c)    The Company hereby releases Jones from any and all liabilities, claims\n       and causes of action arising, or which may arise in the future, from or\n       in connection with his employment with or by the Company, other than the\n       undertakings and obligations of Jones under this Agreement.\n\n(d)    The Company agrees to indemnify and hold harmless Jones from and against\n       any and all liabilities, claims, costs and expenses, including reasonable\n       attorneys' fees, in any matter arising out of or in connection with his\n       employment with the Company provided that Jones was acting within the\n       scope and course of his employment with respect to such matter.\n\n(e)    The release and indemnities provided hereunder shall continue in full\n       force and effect after the termination or expiration of this Agreement.\n\n       SECTION 13. DEFAULT AND TERMINATION. A failure by Jones to perform \nsuch services as may be reasonably requested of him pursuant to this \nAgreement or a breach by Jones of any covenant or agreement contained herein \nshall constitute a default by Jones. In the event of such default, the \nCompany shall, in addition to any\n\n                                       6\n\n\n\nright or remedy available to it at law or in equity, have the right to \nimmediately terminate this Agreement by written notice to Jones. In addition, \nthis Agreement shall immediately terminate in the event that Jones becomes \nemployed by an affiliate of the Company in another position, whether or not \nsuch employment commences before or during the Term of this Agreement. For \nthis purpose, \"affiliate of the Company\" shall mean any entity in which the \nCompany or one or more of its subsidiaries has an ownership interest or which \nis commercially identified with the Company's or any of its subsidiaries' \ntrade names, service marks or trademarks through a licensing arrangement or \notherwise. Upon any such termination, the Company shall not be obligated to \nmake any further payments pursuant to this Agreement.\n\n       SECTION 14. ENTIRE CONTRACT. This Agreement, the Release and Waiver of \nRights and Claims executed by the parties and dated the same date as this \nAgreement and the outstanding promissory notes evidencing Jones' stock option \nloans from the Company together constitute the entire contract between the \nparties with respect to the subject matters to which they pertain. Any and \nall other agreements, representations and understandings of the parties shall \nbe deemed merged into such instruments.\n\n       SECTION 15.  GOVERNING  LAW.  This  Agreement is made in and shall be \ngoverned,  construed  and enforced in accordance with the laws of the State \nof Tennessee.\n\n                                       7\n\n\n\n       IN WITNESS  WHEREOF,  the parties have caused this  Agreement to be \nduly  executed  this 14 day of July, 2000.\n\n                                           FEDEX CORPORATION\n\n                                          \/s\/ Frederick W. Smith\nAPPROVED BY                         By: -------------------------------\nLEGAL DEPARTMENT:                                \n                                    Title: Chairman and CEO\n                                          -------------------------------\n\nBy:     \/s\/ GWH\n    ---------------------------\n\n\n                                         \/s\/DENNIS H. JONES         \n                                         ---------------------------\n                                            DENNIS H. JONES\n\n                                       8\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7517],"corporate_contracts_industries":[9523],"corporate_contracts_types":[9539,9541],"class_list":["post-38674","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-fedex-corp","corporate_contracts_industries-transportation__courier","corporate_contracts_types-compensation","corporate_contracts_types-compensation__consulting"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38674","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38674"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38674"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38674"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38674"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}