EX-10.1 FORM OF RESTRICTED STOCK UNIT AGREEMENT



 






Exhibit 10.1




United Parcel Service, Inc.

Restricted Stock Unit Award Agreement

2007 Long-Term Incentive Performance (LTIP) Awards

(Not Transferable)




     THIS
CERTIFIES THAT ___ has been granted a target award of
___ Restricted Stock
Units (“RSUs”). Each RSU has a value that equals the value of one share of the class A common
stock of UNITED PARCEL SERVICE, INC., a Delaware corporation (the “Company”). A RSU is sometimes
referred to as a “long-term incentive performance award” or “LTIP.”



Terms and Conditions




     1. Plan. This target award is granted pursuant to the United Parcel Service, Inc.
Incentive Compensation Plan (the “Plan”), and is subject to the conditions and limitations set
forth in the Plan document, as the same may be amended from time to time. All of the terms and
provisions of the Plan are incorporated herein by reference. Terms not defined in this award
agreement are defined in the Plan.



     2. Measurement Tranches.



          (a) General Rule. Ninety percent (90%) of your target award is divided into 3
substantially equal annual performance measurement tranches (one for each calendar year during the
3-year award cycle running from January 1, 2007 through December 31, 2009 (the “LTIP cycle”)) and
ten percent (10%) of your target award is based on satisfaction of an earnings per share target for
calendar year 2009 (the “earnings measurement tranche”):




	 	 	 
	Tranche	 	Target RSUs
	Performance Measurement — 2007
	 	 
	Performance Measurement — 2008
	 	 
	Performance Measurement — 2009
	 	 
	Earnings Measurement — 2009
	 	 






          (b) Performance Measurement Tranches. The number of RSUs actually earned for each
performance measurement tranche will be determined after the end of the relevant calendar year
based on the achievement of specific performance targets established for that year and the
applicable performance target matrix (discussed below). The performance criteria for 2007 — 2009
are growth in consolidated revenue (i.e., total company revenue as reported in the Company’s
quarterly and annual financial statements) and consolidated operating return on invested capital.
The Committee retains the discretion to adjust the Company’s results during the LTIP cycle to
exclude the effects of certain transactions and accounting changes for purposes of determining
achievement of the performance targets.




     For each RSU performance measurement tranche, the Committee will develop a performance target
matrix that will provide for 100% payment of the target RSUs for the tranche upon 100% achievement
of the performance targets for the year. The matrix also may provide for payment of a percentage
less than or more than 100% of the target RSUs for the tranche based on achievement of performance
targets at a percentage less than or more than, respectively, 100%. Your performance targets
matrix for 2007 is attached as Exhibit A. Performance targets matrices for 2008 and 2009
will be provided to you in the first quarter of the applicable year. At the end of each year, the
Committee will certify the extent to which the performance targets have been achieved and the
resulting RSUs earned for the tranche. Once the payment percentage for a particular tranche has
been applied to a performance measurement tranche, the number of RSUs in that tranche is fixed.
After the number of RSUs in a performance measurement tranche becomes fixed, the RSUs in that
tranche will be credited to your RSU account.



          (c) Earnings Per Share Measurement Tranche. The earnings per share target for





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calendar year 2009 is set forth on the attached Exhibit A. You will receive this portion
of your award only if the Company meets the earnings per share target for the 2009 calendar year
and you are employed in an eligible job classification by the Company or a Subsidiary on January
31, 2010. If the earnings per share target is not met or you are not employed in an eligible job
classification with the Company or a Subsidiary on January 31, 2010, you will not receive this
portion of your award. For this purpose, earnings per share is as reported in the Form 10-K filed
by the Company with the Securities and Exchange Commission for the year ending December 31, 2009,
as adjusted in the Committee’s discretion to exclude the effects of certain transactions and
accounting changes for purposes of determining achievement of the earnings per share target. After
the Form 10-K for the year ending December 31, 2009 is filed, the Committee will certify if the
earnings per share target has been met and the RSUs credited to your account, if any, for the
earnings per share measurement tranche.




     3. Bookkeeping Account. A bookkeeping account will be maintained to keep track of the
RSUs you earn and any dividend equivalents attributable to your RSUs as described below.



     4. Dividend Equivalents. The RSUs credited to your account that are attributable to a
particular performance measurement tranche will be credited quarterly with dividend equivalent
units for dividends paid on a share of the Company’s class A common stock, by




	 	—	 	  multiplying the cash (or stock) dividend paid per share of the Company’s class A
common stock by the number of RSUs (and previously credited dividend equivalent units)
attributable to that tranche prior to adjustment for dividends, and
	 
	 	—	 	  dividing the product determined above by the New York Stock Exchange closing
price of the Company’s class B common stock on the day the dividend is declared.




Each dividend equivalent unit has a value equal to one share of the Company’s class A common stock.
Each quarter, the Committee will authorize the crediting of the dividend equivalent units.
Dividend equivalent units will vest at the same time as the underlying RSU tranche (discussed
below).




     5. Vesting.



          (a) General Rule. The RSUs and dividend equivalent units credited to your account
during the LTIP cycle will vest on January 31, 2010; provided that you are employed by the Company
or a Subsidiary on that date. The benefit payable to you will be based entirely on the number of
vested RSUs and dividend equivalent units credited to your account at the time the award becomes
payable, generally, on March 12, 2010 following the completion of the LTIP cycle.




          (b) Demotion. If you are demoted before January 31, 2010 to a position that would
have been ineligible to receive a LTIP award under the 2007 LTIP program, you will forfeit any
right to RSUs for the performance measurement tranche for the year in which your demotion occurs
and any performance measurement tranche commencing after your demotion. You also will forfeit any
right to RSUs for the earnings measurement tranche. You will retain any RSUs and dividend
equivalent units credited to your account prior to your demotion, subject to satisfaction of the
vesting requirements of Section 5(a) or (c) of this award agreement.




          (c) Death, Disability or Retirement. If your employment terminates by reason of your
death, disability or retirement (as defined in the Plan) before January 31, 2010, you immediately
will vest in any RSUs and dividend equivalent units for a performance measurement tranche that was
completed prior to your termination. You will forfeit any right to RSUs for the performance
measurement tranche for the year in which your termination occurs and any performance measurement
tranche commencing after your termination. You also will forfeit any right to RSUs for the
earnings measurement tranche. Further, if you terminate employment before January 31, 2010 other
than by reason of death, disability or retirement, you will forfeit this award in its entirety.




     6. Shares. A number of shares of the Company’s class A common stock equal to the



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number of vested RSUs and dividend equivalent units credited to your account (less shares
withheld to pay taxes) will be transferred to you on March 12, 2010, except that if your employment
terminates by reason of your death, the shares will be transferred to your estate no later than the
March 12 of the calendar year following your death.




     7. Nontransferable. This award and your RSUs and dividend equivalent units are not
transferable except by will or the laws of descent and distribution.



     IN WITNESS WHEREOF, UNITED PARCEL SERVICE, INC. has caused this Restricted Stock Unit Award to
be issued as of March 1, 2007.



	 	 	 	 	 
	ATTEST:

	 	 
	 	UNITED PARCEL SERVICE, INC.
	 
	 	 	 	 
	Secretary

	 	 
	 	Chairman and Chief Executive Officer







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Exhibit A




Revenue growth ___%

Operating ROIC ___%




Earnings Per Share Target $__ as of December 31, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Revenue Growth
	 	 	 	 	 	 	 	 	 	 	 	____%	 	 	____%	 	 	____%	 	 	____%	 	 	____%	 	 	____%	 	 	____%	 	 	____%	 	 	 
	Operating	 	 	___%	 	 	____% to	 	 	to	 	 	to	 	 	to	 	 	to	 	 	to	 	 	to	 	 	to	 	 	to	 	 	____%
	 ROIC	 	 	or less	 	 	_____%	 	 	_____%	 	 	_____%	 	 	_____%	 	 	_____%	 	 	_____%	 	 	_____%	 	 	_____%	 	 	_____%	 	 	or more
	____% or more     
	 	 	105	%	 	 	110	%	 	 	115	%	 	 	120	%	 	 	125	%	 	 	130	%	 	 	135	%	 	 	140	%	 	 	145	%	 	 	150	%	 	 	150	%
	____% to ____%
	 	 	100	%	 	 	105	%	 	 	110	%	 	 	115	%	 	 	120	%	 	 	125	%	 	 	130	%	 	 	135	%	 	 	140	%	 	 	145	%	 	 	150	%
	____% to ____%
	 	 	95	%	 	 	100	%	 	 	105	%	 	 	110	%	 	 	115	%	 	 	120	%	 	 	125	%	 	 	130	%	 	 	135	%	 	 	140	%	 	 	145	%
	____% to ____%
	 	 	90	%	 	 	95	%	 	 	100	%	 	 	105	%	 	 	110	%	 	 	115	%	 	 	120	%	 	 	125	%	 	 	130	%	 	 	135	%	 	 	140	%
	____% to ____%
	 	 	85	%	 	 	90	%	 	 	95	%	 	 	100	%	 	 	105	%	 	 	110	%	 	 	115	%	 	 	120	%	 	 	125	%	 	 	130	%	 	 	135	%
	____% to ____%
	 	 	80	%	 	 	85	%	 	 	90	%	 	 	95	%	 	 	100	%	 	 	105	%	 	 	110	%	 	 	115	%	 	 	120	%	 	 	125	%	 	 	130	%
	____% to ____%
	 	 	75	%	 	 	80	%	 	 	85	%	 	 	90	%	 	 	95	%	 	 	100	%	 	 	105	%	 	 	110	%	 	 	115	%	 	 	120	%	 	 	125	%
	____% to ____%
	 	 	70	%	 	 	75	%	 	 	80	%	 	 	85	%	 	 	90	%	 	 	95	%	 	 	100	%	 	 	105	%	 	 	110	%	 	 	115	%	 	 	120	%
	____% to ____%
	 	 	65	%	 	 	70	%	 	 	75	%	 	 	80	%	 	 	85	%	 	 	90	%	 	 	95	%	 	 	100	%	 	 	105	%	 	 	110	%	 	 	115	%
	____% to ____%
	 	 	60	%	 	 	65	%	 	 	70	%	 	 	75	%	 	 	80	%	 	 	85	%	 	 	90	%	 	 	95	%	 	 	100	%	 	 	105	%	 	 	110	%
	____% to ____%
	 	 	55	%	 	 	60	%	 	 	65	%	 	 	70	%	 	 	75	%	 	 	80	%	 	 	85	%	 	 	90	%	 	 	95	%	 	 	100	%	 	 	105	%
	____% to ____%
	 	 	50	%	 	 	55	%	 	 	60	%	 	 	65	%	 	 	70	%	 	 	75	%	 	 	80	%	 	 	85	%	 	 	90	%	 	 	95	%	 	 	100	%
	____% or less
	 	 	0	%	 	 	50	%	 	 	55	%	 	 	60	%	 	 	65	%	 	 	70	%	 	 	75	%	 	 	80	%	 	 	85	%	 	 	90	%	 	 	95	%







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