EXHIBIT
10.2


 


MANAGEMENT
RETENTION AGREEMENT


 


THIS
MANAGEMENT RETENTION AGREEMENT (this “Agreement”) is entered
into this       day of                       ,
2004, between FedEx Corporation, a Delaware corporation (the “Corporation”),
and                           
(the “Executive”).


 


WHEREAS, the Executive
currently serves as                             
of the Corporation; and


 


WHEREAS, the Corporation
considers the establishment and maintenance of a sound and vital management to
be essential to protecting and enhancing the best interests of the Corporation
and its stockholders; and


 


WHEREAS, the Board of
Directors of the Corporation (the “Board”) has determined that it is in the
best interests of the Corporation and its stockholders to secure the Executive’s
continued services and to ensure the Executive’s continued dedication and
objectivity in the event of any threat or occurrence of, or negotiation or
other action that could lead to or create the possibility of, a Change of
Control (as defined in Section 2) of the Corporation, without concern as to
whether the Executive might be hindered or distracted by personal uncertainties
and risks created by any such possible Change of Control, and to encourage the
Executive’s full attention and dedication to the Corporation, the Board has
authorized the Corporation to enter into this Agreement.


 


NOW, THEREFORE, for and
in consideration of the premises and the mutual covenants and agreements herein
contained, the Corporation and the Executive agree as follows:


 


1.        Operation of Agreement.


 


(a)           The
“Effective Date” shall be the date during the Change of Control Period (as
defined in Section 1(b)) on which a Change of Control occurs.  Anything in this Agreement to the contrary
notwithstanding, if the Executive’s employment with the Corporation terminates
within six months prior to the date on which a Change of Control occurs, and
the Executive can reasonably demonstrate that the termination:


 


(1)           was
at the request of a third party who has taken steps reasonably calculated to
effect a Change of Control, or


 


(2)           was
directly related to, arose in connection with or occurred in anticipation of,
such Change of Control,


 


then
for all purposes of this Agreement the “Effective Date” shall mean the date
immediately prior to the date of such termination.


 





















 


(b)           The
“Change of Control Period” is the period commencing on the date of this
Agreement and ending on the second anniversary of such date; provided, however, that commencing on the date one year after the
date of this Agreement, and on each annual anniversary of that date (such date
and each annual anniversary thereof is referred to as the “Renewal Date”), the
Change of Control Period will be automatically extended so as to terminate two
years from such Renewal Date, unless at least 180 days prior to the Renewal
Date the Corporation gives the Executive notice that the Change of Control
Period will not be extended.  The
Corporation may not give the Executive any non-extension notice, however,
during any period of time when the Board has knowledge that any person has
taken steps reasonably calculated to effect a Change of Control of the
Corporation until, in the Board’s opinion, such person has abandoned or
terminated its efforts to effect a Change of Control.


 


2.        Change of Control.


 


For purposes of this
Agreement, a “Change of Control” means the occurrence of any of the following
during the Change of Control Period:


 


(a)       Any “person” (as such term
is used in Sections 13(d) and 14 of the Securities Exchange Act of 1934, as
amended), other than (1) the Corporation, (2) any subsidiary of the
Corporation, (3) any employee benefit plan (or a trust forming a part thereof)
maintained by the Corporation or any subsidiary of the Corporation, (4) any
underwriter temporarily holding securities of the Corporation pursuant to an
offering of such securities or (5) any person in connection with a transaction
described in clauses (1), (2) and (3) of Section (2)(b) below, becomes the “beneficial
owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of
1934, as amended) of securities of the Corporation representing 30% or more of
the total voting power of the Corporation’s then outstanding voting securities,
unless such securities (or, if applicable, securities that are being converted
into voting securities) are acquired directly from the Corporation in a
transaction approved by a majority of the Incumbent Board (as defined in
Section 2(d) below).


 


(b)      The consummation of a
merger, consolidation or reorganization with or into the Corporation or in
which securities of the Corporation are issued, or the sale or other
disposition, in one transaction or a series of transactions, of all or
substantially all of the assets of the Corporation (a “Corporate Transaction”),
unless:


 


(1)       the stockholders
of the Corporation immediately before such Corporate Transaction will own,
directly or indirectly, immediately following such Corporate Transaction, at
least 60% of the total voting power of the outstanding voting securities of the
corporation or other entity resulting from such Corporate Transaction
(including a corporation or other entity that acquires all or substantially all
of the Corporation’s assets, the “Surviving Company”) or the ultimate parent
company thereof in substantially the same proportion as their ownership of the
voting securities of the Corporation immediately before such Corporate
Transaction;


 


(2)       the
individuals who were members of the Board immediately prior to the execution of
the agreement providing for such Corporate Transaction constitute a majority of
the


 


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members
of the board of directors or equivalent governing body of the Surviving Company
or the ultimate parent company thereof; and


 


(3)       no person,
other than (i) the Corporation, (ii) any subsidiary of the Corporation, (iii)
any employee benefit plan (or a trust forming a part thereof) maintained by the
Corporation or any subsidiary of the Corporation, (iv) the Surviving Company,
(v) any subsidiary or parent company of the Surviving Company, or (vi) any
person who, immediately prior to such Corporate Transaction, was the beneficial
owner of securities of the Corporation representing 30% or more of the total
voting power of the Corporation’s then outstanding voting securities, is the
beneficial owner of 30% or more of the total voting power of the then
outstanding voting securities of the Surviving Company or the ultimate parent
company thereof.


 


(c)       The stockholders of the
Corporation approve a complete liquidation or dissolution of the Corporation.


 


(d)      Directors who, as of the
date of this Agreement, constitute the Board (the “Incumbent Board”) cease to
constitute at least a majority of the Board (or, in the event of any merger,
consolidation or reorganization the principal purpose of which is to change the
Corporation’s state of incorporation, form a holding company or effect a
similar reorganization as to form, the board of directors of such surviving
company or its ultimate parent company); provided, however, that
any individual becoming a member of the Board subsequent to the date of this
Agreement whose election, or nomination for election by the Corporation’s
stockholders, was approved by a vote of a majority of the directors then
comprising the Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of either an
actual or threatened proxy contest relating to the election of directors.


 


Notwithstanding the foregoing, a Change of Control
will not be deemed to occur solely because any person (a “Subject Person”)
becomes the beneficial owner of more than the permitted amount of the
outstanding voting securities of the Corporation as a result of the acquisition
of voting securities by the Corporation which, by reducing the number of voting
securities outstanding, increases the proportional number of voting securities
beneficially owned by the Subject Person, provided, that if a Change of
Control would occur (but for the operation of this sentence) as a result of the
acquisition of voting securities by the Corporation, and after such acquisition
by the Corporation, the Subject Person becomes the beneficial owner of any additional
voting securities that increases the percentage of the then outstanding voting
securities beneficially owned by the Subject Person to 30% or more of the total
voting power, then a Change of Control will have occurred.


 


3.        Employment
Period.


 


The Corporation agrees to continue the Executive in
its employ, and the Executive agrees to remain in the Corporation’s employ, for
the period commencing on the Effective Date and ending on the third anniversary
of such date (the “Employment Period”).


 


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4.        Position
and Duties.


 


(a)       During
the Employment Period:


 


(1)       the Executive’s
position (including status, offices, titles and reporting relationships),
authority, duties and responsibilities shall be at least commensurate in all
material respects with the most significant of those held, exercised and
assigned at any time during the 90-day period immediately preceding the
Effective Date; and


 


(2)       the Executive’s
services will be performed at the location where the Executive was employed
immediately preceding the Effective Date or any office or location less than 35
miles from such location.


 


(b)      Excluding
periods of vacation and sick leave to which the Executive is entitled, the
Executive agrees to devote reasonable attention and time during normal business
hours to the Corporation’s business and affairs and, to the extent necessary to
discharge the responsibilities assigned to the Executive under this Agreement,
to use the Executive’s reasonable best efforts to perform faithfully and
efficiently these responsibilities.  The
Executive may:


 


(1)       serve on
corporate, civic or charitable boards or committees;


 


(2)       deliver
lectures, fulfill speaking engagements or teach at educational institutions;
and


 


(3)       manage personal
investments,


 


so long as such activities do not significantly interfere with the
performance of the Executive’s responsibilities.  It is expressly understood and agreed that,
to the extent that any such activities have been conducted by the Executive prior
to the Effective Date, the continued conduct of these activities (or the
conduct of activities similar in nature and scope) subsequent to the Effective
Date will not thereafter be deemed to interfere with the performance of the
Executive’s responsibilities to the Corporation.


 


5.        Compensation.


 


(a)       Base
Salary.  During the Employment
Period, the Executive will receive a base salary (“Base Salary”) at a monthly rate
at least equal to the highest monthly base salary paid to the Executive by the
Corporation and any of its affiliates during the 12-month period immediately
preceding the month in which the Effective Date occurs.  During the Employment Period, the Base Salary
will be reviewed at least annually and will be increased at any time and from
time to time as will be consistent with increases in base salary awarded in the
ordinary course of business to other key executives.  Any increase in the Base Salary will not
serve to limit or reduce any other obligation to the Executive under this
Agreement.  The Base Salary will not be
reduced after any such increase and the term Base Salary as used in this
Agreement shall


 


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refer
to the Base Salary as so increased.  As
used in this Agreement, the term “affiliates” includes any company controlling,
controlled by or under common control with the Corporation.


 


(b)      Annual
Bonus.  In addition to the Base
Salary, the Executive will be awarded, for each of the Corporation’s fiscal
years (a “Fiscal Year”) ending during the Employment Period, an annual bonus
(an “Annual Bonus”) (either pursuant to a bonus, profit sharing or incentive
plan or program of the Corporation or otherwise) in cash at least equal to the
average annual bonus paid or payable to the Executive during the three Fiscal
Years immediately prior to the Fiscal Year in which the Effective Date occurs
(or for such lesser number of full Fiscal Years prior to the Effective Date for
which the Executive was eligible to earn such a bonus, and annualized with
respect to any such Fiscal Year for which the Executive has been employed only
during a portion thereof).  Each such
Annual Bonus will be payable within the first 60 days of the Fiscal Year next
following the Fiscal Year for which the Annual Bonus is awarded.


 


(c)       Incentive,
Savings and Retirement Plans.  During
the Employment Period, the Executive will be entitled to participate in all
incentive, savings and retirement plans, practices, policies and programs
applicable to other peer executives of the Corporation (including, without
limitation, the Corporation’s qualified and non-qualified pension, profit
sharing, long-term performance bonus, restricted stock and stock option plans,
in each case comparable to those in effect or as subsequently amended), but in
no event will these plans, practices, policies and programs provide the
Executive with compensation, benefits and reward opportunities less favorable,
in the aggregate, than the most favorable of those provided by the Corporation
and its affiliates for the Executive under such plans, practices, policies and
programs as in effect at any time during the 90-day period immediately
preceding the Effective Date or, if more favorable to the Executive, as
provided at any time thereafter with respect to other peer executives of the
Corporation.


 


(d)      Welfare
Benefit Plans.  During the Employment
Period, the Executive and/or the Executive’s family, as the case may be, will
be eligible for participation in and shall receive all benefits under the
welfare benefit plans provided by the Corporation (including, without
limitation, medical, prescription, dental, disability, salary continuance,
group life, accidental death and travel accident insurance plans and programs),
in each case comparable to those in effect at any time during the 90-day period
immediately preceding the Effective Date which would be most favorable to the
Executive or, if more favorable to the Executive, as in effect at any time
thereafter with respect to other peer executives of the Corporation.


 


(e)       Expenses.  During the Employment Period, the Executive
will be entitled to receive prompt reimbursement for all reasonable expenses
incurred by the Executive in accordance with the most favorable policies,
practices and procedures of the Corporation in effect at any time during the
90-day period immediately preceding the Effective Date or, if more favorable to
the Executive, as in effect at any time thereafter with respect to other peer
executives of the Corporation.


 


(f)       Fringe
Benefits.  During the Employment Period,
the Executive will be entitled to fringe benefits in accordance with the most
favorable plans, practices, programs and policies of


 


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the
Corporation in effect at any time during the 90-day period immediately
preceding the Effective Date or, if more favorable to the Executive, as
in effect at any time thereafter with respect to other peer executives of the
Corporation.


 


(g)      Office
and Staff Support.  During the Employment
Period, the Executive will be entitled to an office or offices of a size and
with furnishings and other appointments, and to secretarial and other
assistance, at least equal to those provided to the Executive at any time
during the 90-day period immediately preceding the Effective Date which would
be most favorable to the Executive or, if more favorable to the Executive, as
provided at any time thereafter with respect to other peer executives of the
Corporation.


 


(h)      Vacation.  During the Employment Period, the Executive
will be entitled to paid vacation in accordance with the most favorable
policies of the Corporation as in effect at any time during the 90-day period
immediately preceding the Effective Date or, if more favorable to the
Executive, as in effect at any time thereafter with respect to other peer
executives of the Corporation.


 


6.        Termination.


 


(a)       Death
or Disability.  This Agreement will
terminate automatically upon the Executive’s death during the Employment
Period.  The Corporation may terminate
this Agreement, after having established the Executive’s Disability (as defined
below) during the Employment Period, by giving to the Executive written notice
of its intention to terminate the Executive’s employment.  In such case, the Executive’s employment with
the Corporation will terminate effective on the 180th day after
receipt of such notice (the “Disability Effective Date”), provided, that
within 180 days after such receipt, the Executive shall not have returned to
full-time performance of the Executive’s duties.  For purposes of this Agreement, “Disability”
means absence from the full-time performance of the Executive’s duties pursuant
to a determination made in accordance with the procedures established by the
Corporation under the Corporation’s long-term disability benefits plan (as in
effect as of the Effective Date) that the Executive is disabled as a result of
incapacity due to physical or mental illness.


 


(b)      Cause.  During the Employment Period, the Corporation
may terminate the Executive’s employment for “Cause.”  For purposes of this Agreement, “Cause”
means:


 


(1)       any act or
acts of dishonesty taken by the Executive and intended to result in substantial
personal enrichment of the Executive;


 


(2)       repeated
material violations by the Executive of the Executive’s obligations under
Section 4 of this Agreement:


 


(i)    which are
demonstrably willful and deliberate on the Executive’s part (which violations
occur other than as a result of incapacity due to the Executive’s physical or
mental illness), and


 


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(ii)   which result in
demonstrably material economic injury to the Corporation and which are not
remedied in a reasonable period of time after receipt of written notice from
the Corporation specifying such breach; or


 


(3)       the conviction
of the Executive of a felony.


 


Notwithstanding anything to the contrary set forth in
this Agreement, “Cause” will not exist, however, unless and until the
Corporation has delivered to the Executive a copy of a resolution duly adopted
by three-quarters (3/4) of the Board and, to the extent applicable,
three-quarters (3/4) of the Incumbent Board, if any, at a meeting of the Board
called and held for such purpose (after reasonable notice to the Executive and
an opportunity for the Executive, together with his counsel, to be heard before
the Board), finding that in the good faith opinion of the Board, the Executive
was guilty of the conduct set forth in this Section 6(b) and specifying the
particulars in detail.


 


(c)       Good
Reason.  The Executive’s employment
may be terminated by the Executive  for
Good Reason.  For purposes of this
Agreement, “Good Reason” means:


 


(1)       the assignment
to the Executive of any duties inconsistent in any material respect with the
Executive’s position (including status, offices, titles and reporting
relationships), authority, duties or responsibilities as contemplated by
Section 4(a) of this Agreement, or any other action by the Corporation which
results in a material diminution in such position, authority, duties or
responsibilities, other than an insubstantial and inadvertent action which is
remedied by the Corporation promptly after receipt of notice thereof given by
the Executive;


 


(2)       any failure by
the Corporation to comply with any of the provisions of Section 5 of this
Agreement, other than an insubstantial and inadvertent failure which is
remedied by the Corporation promptly after receipt of notice thereof given by
the Executive;


 


(3)       any reduction
in the Executive’s Base Salary or target award opportunity as in effect within
90 days prior to the Effective Date (including any change in performance
criteria which impacts negatively on the Executive’s ability to achieve the
target) under the Corporation’s annual or long-term performance incentive plans
or programs;


 


(4)       the failure to
continue the Executive’s participation in any incentive compensation plan in
which he was a participant within 90 days prior to the Effective Date unless a
plan providing a substantially similar opportunity is substituted, or the
termination or material reduction of any employee benefit enjoyed by him within
90 days prior to the Effective Date, unless comparable benefits (determined in
the aggregate) are substituted;


 


(5)       the
Corporation’s requiring the Executive to be based at any office or location
other than as described in Section 4(a)(2), except for travel reasonably
required in the performance of the Executive’s responsibilities;


 


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(6)       any purported
termination by the Corporation of the Executive’s employment otherwise than as
permitted by this Agreement, it being understood that any such purported
termination will not be effective for any purpose of this Agreement; or


 


(7)       any failure by
the Corporation to comply with and satisfy Section 13 of this Agreement.


 


For purposes of this Section 6(c), any good faith
determination of “Good Reason” made by the Executive will be conclusive.


 


(d)      Notice
of Termination.   Any termination by
the Corporation for Cause or by the Executive for Good Reason will be
communicated by a Notice of Termination to the other party, given in accordance
with Section 15(b).  For purposes of this
Agreement, a “Notice of Termination” means a written notice which:


 


(1)       indicates the
specific termination provision in this Agreement relied upon;


 


(2)       to the extent
applicable, sets forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of the Executive’s employment under the
provision so indicated; and


 


(3)       if the Date of
Termination (as defined in Section 6(e) below) is other than the date of
receipt of such notice, specifies the Date of Termination (which date shall be
not more than 15 days after the giving of such notice (except as provided in
Section 6(e) of this Agreement)).


 


(e)       Date
of Termination.  “Date of Termination”
means (1) the effective date on which the Executive’s employment by the
Corporation terminates as specified in a Notice of Termination by the
Corporation or the Executive, as the case may be, or (2) if the Executive’s employment
by the Corporation terminates by reason of death, the date of the Executive’s
death.  Notwithstanding the previous
sentence, if the Executive’s employment is terminated for Disability (as
defined in Section 6(a)), or the Executive’s employment is terminated by the
Corporation other than for Cause, then such Date of Termination will be no
earlier than 30 days following the date on which a Notice of Termination is
received.


 


7.        Obligations
of the Corporation Upon Termination.


 


(a)       Death.  If the Executive’s employment terminates
during the Employment Period by reason of the Executive’s death, the
Corporation will not have any further obligations to the Executive’s legal
representatives under this Agreement, other than those obligations accrued
hereunder at the date of the Executive’s death. 
Anything to the contrary notwithstanding, the Executive’s family shall
be entitled to receive benefits at least equal to the most favorable benefits
provided by the Corporation to surviving families of peer executives of the
Corporation under such plans, programs and policies relating to family death
benefits, if any, as in effect at any time during the 90-day period immediately
preceding the Effective Date or, if more favorable


 


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to
the Executive’s estate and/or the Executive’s family, as in effect on the date
of the Executive’s death with respect to other peer executives of the
Corporation and their families.


 


(b)      Disability.  If the Executive’s employment is terminated
during the Employment Period by reason of the Executive’s Disability, the
Executive will be entitled after the Disability Effective Date to receive
disability and other benefits at least equal to the most favorable of those
provided by the Corporation to disabled executives and/or their families in
accordance with such plans, programs and policies relating to disability, if
any, as in effect at any time during the 90-day period immediately preceding
the Effective Date or, if more favorable to the Executive and/or the Executive’s
family, as in effect at any time thereafter with respect to other peer
executives of the Corporation and their families.


 


(c)       Cause;
Other Than For Good Reason.  If the
Executive’s employment is terminated by the Corporation for Cause, or if the
Executive voluntarily terminates employment during the Employment Period,
excluding a termination for Good Reason, the Corporation will pay the Executive
his full Base Salary through the Date of Termination at the rate in effect at
the time Notice of Termination is given and shall have no further obligations
to the Executive under this Agreement.


 


(d)      Qualifying
Termination.  If during the
Employment Period the Executive’s employment is terminated either by the
Corporation other than for Cause or Disability or by reason of the Executive’s
death or by the Executive for Good Reason (a “Qualifying Termination”), then
the Corporation will pay, subject to the provisions of Section 7(g) of this
Agreement, to the Executive within 30 days following the Date of Termination
(except as provided below), as compensation for services rendered to the
Corporation:


 


(1)   A lump-sum cash amount equal to
the sum of:


 


(i)    the Executive’s
unpaid Base Salary through the Date of Termination (at the rate in effect on
the Date of Termination or, if higher, at the highest rate in effect at any
time within the 90-day period preceding the Effective Date); plus


 


(ii)   that portion of
the target Annual Bonus under the Corporation’s incentive compensation plans or
any similar plans or programs then in effect determined by multiplying the
target Annual Bonus by the fraction arrived at by dividing the number of full
weeks for which the Executive was employed during the Fiscal Year in which his
Date of Termination occurred by 52; plus


 


(iii) a pro rata portion of the target payments
under the Corporation’s long-term performance bonus (“LTI”) plans, or any
similar plans or programs then in effect, adopted with respect to the current
Fiscal Year and with respect to each of the immediately two preceding Fiscal
Years.  In each case, the pro rata
portion of the LTI payment shall be determined by dividing the number of full
weeks for which the Executive was employed since the beginning of the Fiscal
Year with respect to which the relevant LTI plan was adopted to his Date of
Termination by 156; plus


 


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(iv)  any unpaid vacation
under the Corporation’s vacation policy in effect at the Date of Termination
(or, if more favorable to the Executive, under any vacation policy of the
Corporation in effect at any time within the 90-day period preceding the
Effective Date).


 


(2)   A lump-sum cash amount equal to
the sum of:


 


(i)    three times the
Executive’s highest annual rate of Base Salary in effect during the 12-month
period prior to the Date of Termination; plus


 


(ii)   three times the
target annual bonus in effect for the Fiscal Year in which the Change of
Control occurs; plus


 


(iii)  three
times the target LTI payment for the Fiscal Year in which the Change of Control
occurs.


 


Any amount paid to the
Executive pursuant to this Section 7(d)(2) shall be offset by any other amount
of severance relating to salary or bonus continuation to be received by the
Executive upon termination of the Executive’s employment under any other
severance plan, policy, employment agreement or arrangement of the Corporation.


 


(3)   A lump sum cash amount equal to
the excess of (i) the actuarial present value as of the Date of Termination of
the benefits that would be accrued under the FedEx Corporation Employees’
Pension Plan and the FedEx Corporation Retirement Parity Pension Plan
determined by assuming that (A) the Executive has earned an additional 36
months of the Executive’s highest annual rate of Base Salary in effect during
the 12-month period prior to the Date of Termination and target annual bonus in
effect for the Fiscal Year in which the Change of Control occurs and (B) the
Executive is credited with an additional 36 months of age and service under
such plans, over (ii) the actuarial present value of the actual benefits
accrued by the Executive as of the Date of Termination under such plans without
the assumptions set forth in clauses (A) and (B) of this Section (7)(d)(3).


 


For purposes of determining actuarial present value under this Section
7(d)(3): (i) the most current Mortality Table (assuming a blend of 50
percent of male mortality rates and 50 percent of female mortality rates) shall
be utilized; and (ii) the interest rate on 30-year U.S. Treasury securities  for the month of May preceding the Fiscal
Year in which the Date of Termination occurs shall be used (such rate is the “applicable
interest rate” under Section 417(e)(3)(A)(ii)(II) of the Internal Revenue
Code).


 


(e)     If during the Employment
Period the employment of the Executive shall terminate by reason of a
Qualifying Termination, then for a period ending on the earliest of: 36 months
following the Date of Termination; the commencement date of equivalent benefits
from a new employer; or the date on which the Executive reaches age 60:


 


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(1)   the Corporation will continue
to keep in full force and effect each plan and policy providing medical,
accident, disability and life coverage with respect to the Executive and his
covered dependents, at the same coverage level and upon the same terms as in
effect immediately prior to the Date of Termination or the Corporation will
provide coverage that is equivalent to such plans and policies.  The Executive and the Corporation will share
the costs of such coverage in the same proportion as such costs were shared
immediately prior to the Date of Termination or, if more favorable to the
Executive, within the 90-day period prior to the Effective Date; and


 


(2)   if, at the close of the
36-month period following the Date of Termination, the Executive is not then
receiving medical coverage from a new employer, the Corporation will continue
the coverage provided in Section 7(e)(1) above, with the Executive paying the
full cost of such coverage.  Upon
termination of any of the other coverages discussed in this Section 7(e),
the Executive may convert his coverage (and, if applicable, his dependents’
coverage) under any such plan or policy to individual policies or programs upon
the same terms as employees of the Corporation may apply for such conversions.


 


(f)      If during the Employment
Period the employment of the Executive terminates by reason of a Qualifying
Termination, then for a period of 12 months following the Date of Termination,
the Corporation will provide, at its expense, executive level outplacement
assistance to the Executive by a nationally recognized outplacement firm
acceptable to the Executive.


 


(g)     If any of the payments and
benefits provided under this Agreement and/or under any other agreement with,
or plan of, the Corporation constitutes “deferred compensation” under the
Internal Revenue Code or the rules and regulations promulgated thereunder and
is therefore subject to income tax, interest and penalties prior to the actual
receipt thereof, then no such payments or benefits shall be made or provided to
the Executive until the expiration of the requisite period following the Date
of Termination as required by the relevant provisions of the Internal Revenue
Code or the rules and regulations promulgated thereunder in order for such
payments and benefits not to be considered taxable income prior to the receipt
thereof.  Upon the expiration of such
period, the Corporation will make any such payments, and provide any such
benefits, to the Executive.


 


8.        Consequence
of a Change of Control Upon Certain Entitlements.


 


(a)       Except
as provided herein, the consequences of a Change of Control on the Executive’s
stock options, restricted stock awards, or any other award or grant of stock or
rights to purchase the stock of the Corporation (by option, warrant or
otherwise) and pension, retirement, long-term incentive or any other similar
benefits, will be determined in accordance with the provisions of the
applicable plans and agreements in effect on the Effective Date.


 


(b)      (1)   No later
than 30 days following the occurrence of a Change of Control, the Corporation
will fund in full that portion, if any, of its obligations to the Executive under
the FedEx Corporation Retirement Parity Pension Plan that are then
unfunded.  Such funding will be


 


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provided
through an irrevocable trust for the benefit of the Executive, which will be
established as promptly as possible following the Effective Date for the
purpose of receiving contributions from the Corporation to fund such
obligations.


 


(2)       No
later than 30 days following the occurrence of a Change of Control, the
Corporation will fund its obligations to provide payments and benefits under
this Agreement (other than the obligations which are provided for in Section
8(b)(1)) by the establishment of a trust to which it contributes an amount
sufficient to meet its obligations.  The
trust described in this Section 8(b)(2) may be part of the trust described in
Section 8(b)(1).


 


(3)       Any
trust created pursuant to this Section 8 will provide for distribution of
amounts to the Executive in order to pay taxes, if any, that become due prior
to payment of amounts pursuant to the trust. 
Following the occurrence of a Change of Control, the Corporation will
make periodic additional contributions (no less frequently than annually) to
keep the trust fully funded.  The intent
is that no later than the date 30 days following the Change of Control and
annually thereafter (the “Applicable Dates”) the amount of such fund will equal
at least the then present value (determined as of each Applicable Date) of any
amounts subject to the funding requirement of Section 8(b)(1) as determined by
a nationally recognized firm qualified to provide actuarial services and to
fully fund the payments and benefits described in Section 8(b)(2).  The establishment and funding of any such
trust will not affect the Corporation’s obligation to provide the benefits
being funded.


 


(4)       The
trust(s) may be terminated in accordance with the trust agreement between the
Corporation and the trustee and, if so terminated, the Corporation will not be
required to establish a successor trust under this Section 8(b).  The trust described in this Section 8(b) may
be part of a trust funding similar obligations for the Corporation’s other
employees.


 


9.        Non-exclusivity
of Rights.


 


Nothing in this Agreement
will prevent or limit the Executive’s continuing or future participation in any
benefit, bonus, incentive or other plan, program, policy or practice provided
by the Corporation or any of its affiliates and for which the Executive may
qualify, nor, subject to Section 15(f), will anything in this Agreement limit
or otherwise affect such rights as the Executive may have under any stock
option, stock warrant, restricted stock, pension, long-term incentive award or
other contracts, agreements, plans or programs with or of the Corporation or
any of its affiliates.  Amounts which are
vested benefits or which the Executive is otherwise entitled to receive under
any plan, policy, practice or program of, or any contract or agreement with,
the Corporation or any of its affiliates at or subsequent to the Date of
Termination will be payable in accordance with such plan, policy, practice,
program, contract or agreement except as explicitly modified by this Agreement.


 


10.      No
Set-off; No Mitigation.


 


The Corporation’s obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations will
not be affected by any circumstances, including, without


 


12





















 


limitation, any set-off, counterclaim, recoupment, defense or other
claim, right or action which the Corporation may have against the Executive or
any other person.  In no event will the
Executive be obligated to seek other employment or take any other action by way
of mitigation of the amounts payable to the Executive under any of the
provisions of this Agreement, nor will the amount of any payment under this
Agreement be reduced, except as otherwise specifically provided herein, by any
compensation earned by the Executive as a result of employment by another
employer.


 


11.      Tax
Payment.


 


(a)       Withholdings
and Deductions.  Any payment made
pursuant to Section 7(d) will be paid, less standard withholdings and other
deductions authorized by the Executive or required by law.


 


(b)      Gross-up
for Certain Taxes.


 


(1)       Subject to the
provisions of Section 11(f) of this Agreement, all determinations required to
be made under this Section 11, including whether and when a Gross-up Payment
(as defined below) is required and the amount of such Gross-up Payment and the
assumptions to be utilized in arriving at such determination, will be made by a
nationally recognized public accounting firm (other than the firm serving as
the accountant or auditor for the individual, entity or group effecting the
Change of Control) that is designated by the Corporation (the “Accounting Firm”),
which will provide detailed supporting calculations both to the Corporation and
the Executive within 15 business days of the receipt of notice from the
Executive that there has been a Payment (as defined below), or such earlier
time as is requested by the Corporation (collectively, a “Determination”).  All fees and expenses of the Accounting Firm
will be borne solely by the Corporation.


 


(2)       Anything in
this Agreement to the contrary notwithstanding and except as set forth below,
if it is determined by the Accounting Firm that any payment, distribution or
other benefit (including any acceleration of vesting of any benefit) received
or deemed received by the Executive from the Corporation and its affiliates
pursuant to this Agreement or otherwise 
(whether paid or payable or distributed or distributable pursuant to the
terms of this Agreement or otherwise, but determined without regard to any
Gross-up Payment required by this Section 11) (a “Payment”) is or will
become subject to any excise tax imposed by Section 4999 of the Internal
Revenue Code or any similar tax payable under any United States federal, state,
local or other law (such excise tax and all such similar taxes, together with
any interest and penalties imposed in respect thereto, are referred to in this
Agreement as the “Excise Taxes”), then the Corporation will pay the Executive
within five days of receipt of the Determination an amount (the “Gross-up
Payment”) such that the net amount retained by the Executive, after the
deduction of any Excise Taxes on the Payments, and any federal, state and local
income tax, Medicare and any Excise Tax (including any applicable interest and
penalties on all such taxes) upon such Gross-up Payment, will be equal to the
amount of the Payments in the absence of the imposition of such Excise Taxes
and the Gross-up Payment.


 


13





















 


(3)       For purposes
of determining the amount of the Gross-up Payment, the Executive will be deemed
to pay federal income taxes at the highest marginal rate of federal income
taxation in the calendar year in which the Gross-up Payment is to be made and
local income taxes at the highest marginal rates of taxation in the state and
locality of his residence in such calendar year.


 


(4)       If the
Accounting Firm determines that no Excise Tax is payable by the Executive, it
will furnish the Executive with a written opinion that failure to report the
Excise Tax on the Executive’s applicable federal income tax return will not
result in the imposition of a negligence or similar penalty.


 


(c)       Determination
by the Executive.


 


(1)       If at any time
following determination of the Gross-up Payment by the Accounting Firm, the
Executive disputes the amount of the Gross-up Payment, the Executive may elect
to demand payment of the amount which the Executive, in accordance with an
opinion of counsel to the Executive (“Executive Counsel Opinion”), determines
to be the Gross-up Payment.  Any such
demand by the Executive shall be made by delivery to the Corporation of a
written notice that specifies the Gross-up Payment determined by the Executive
and an Executive Counsel Opinion regarding such Gross-up Payment (such written
notice and opinion collectively, the “Executive’s Determination”).


 


(2)       Within 14 days
after delivery of the Executive’s Determination to the Corporation, the
Corporation shall either (i) pay the Executive the Gross-up Payment set forth
in the Executive’s Determination (less the portion of such amount, if any,
previously paid to the Executive by the Corporation) or (ii) deliver to the
Executive a certificate specifying the Gross-up Payment determined by the
Accounting Firm, together with an opinion of the Corporation’s counsel (“Corporation
Counsel Opinion”), and pay the Executive the Gross-up Payment specified in such
certificate.  If for any reason the Corporation
fails to comply with clause (ii) of the preceding sentence, the Gross-up
Payment specified in the Executive’s Determination shall be controlling for all
purposes.


 


(d)      Opinion
of Counsel.  “Executive Counsel
Opinion” means a legal opinion of nationally recognized executive compensation
counsel that there is a reasonable basis to support a conclusion that the
Gross-up Payment determined by the Executive has been calculated in accordance with
this Section and applicable law.  “Corporation
Counsel Opinion” means a legal opinion of a nationally recognized executive
compensation counsel that (1) there is a reasonable basis to support a
conclusion that the Gross-up Payment set forth by the Accounting Firm has been
calculated in accordance with this Section and applicable law, and (2) there is
no reasonable basis for the calculation of the Gross-up Payment determined by
the Executive.


 


(e)       Additional
Gross-up Amounts.  If, despite the
initial conclusion of the Corporation and/or the Executive that certain Payments
are neither subject to Excise Taxes nor to be counted in determining whether
other Payments are subject to Excise Taxes (any such item, a “Non-Parachute
Item”), it is later determined (pursuant to subsequently-enacted provisions of
the


 


14





















 


Internal
Revenue Code, final regulations or published rulings of the Internal Revenue
Service, a final judgment of a court of competent jurisdiction or a
determination by the Accounting Firm) that any of the Non-Parachute Items are
subject to Excise Taxes, or are to be counted in determining whether any
Payments are subject to Excise Taxes, with the result that the amount of Excise
Taxes payable by the Executive is greater than the amount determined by the
Corporation or the Executive pursuant to this Section, as applicable, then the
Corporation shall pay the Executive an additional Gross-up Payment in order to
compensate the Executive for such additional Excise Taxes, any interest, fines,
penalties, expenses or other costs incurred by the Executive as a result of
having taken a position in accordance with a determination made pursuant to
Section 11(b), and any federal, state and local income tax, Medicare and any
Excise Tax upon such additional Gross-up Payments, calculated in the manner
described in Section 11(b).


 


(f)       Amount
Increased or Contested.


 


(1)       The Executive
shall notify the Corporation in writing of any claim by the Internal Revenue
Service or other taxing authority that, if successful, would require the payment
by the Corporation of a Gross-up Payment. 
Such notice shall include the nature of such claim and the date on which
such claim is due to be paid.


 


(2)       The Executive
shall give such notice as soon as practicable, but no later than ten business
days, after the Executive first obtains actual knowledge of such claim; provided,
however, that any failure by the Executive to give or delay in giving
such notice shall affect the Corporation’s obligations under this Section only
if and to the extent that such failure results in actual prejudice to the
Corporation.


 


(3)       The Executive
shall not pay such claim less than 30 days after the Executive gives such
notice to the Corporation (or, if sooner, the date on which payment of such
claim is due).  If the Corporation
notifies the Executive in writing before the expiration of such period that it
desires to contest such claim, the Executive shall:


 


(i)    give the
Corporation any information that it reasonably requests relating to such claim;


 


(ii)   take such action
in connection with contesting such claim as the Corporation reasonably requests
in writing from time to time, including, without limitation, accepting legal
representation with respect to such claim by an attorney reasonably selected by
the Corporation;


 


(iii)  cooperate
with the Corporation in good faith to contest such claim; and


 


(iv)  permit the
Corporation to participate in any proceedings relating to such claim;


 


15





















 


provided, however, that the
Corporation shall bear and pay directly all costs and expenses (including
additional interest and penalties) incurred in connection with such contest and
shall indemnify and hold the Executive harmless, on an after-tax basis, for any
Excise Tax, income tax or employment tax, including related interest and
penalties, imposed as a result of such representation and payment of costs and
expenses.


 


(4)       Without
limiting the foregoing, the Corporation shall control all proceedings in
connection with such contest and, at its sole option, may pursue or forego any
and all administrative appeals, proceedings, hearings and conferences with the
taxing authority in respect of such claim and may, at its sole option, either
direct the Executive to pay the tax claimed and sue for a refund or contest the
claim in any permissible manner.


 


(5)       The Executive
agrees to prosecute such contest to a determination before any administrative
tribunal, in a court of initial jurisdiction and in one or more appellate
courts, as the Corporation shall determine; provided, however,
that if the Corporation directs the Executive to pay such claim and sue for a
refund, the Corporation shall advance the amount of such payment to the
Executive, on an interest-free basis, and shall indemnify the Executive, on an
after-tax basis, for any Excise Tax, income tax or employment tax, including
related interest or penalties, imposed with respect to such advance; and further
provided, that any extension of the statute of limitations relating to
payment of taxes for the taxable year of the Executive with respect to which
such contested amount is claimed to be due is limited solely to such contested
amount.  Furthermore, the Corporation’s
control of the contest shall be limited to issues with respect to which a
Gross-up Payment would be payable hereunder and the Executive shall be entitled
to settle or contest, as the case may be, any other issue raised by the
Internal Revenue Service or other taxing authority.


 


(g)      Refunds.


 


(1)       If, after the
receipt by the Executive of an amount advanced by the Corporation pursuant to
Section 11(f), the Executive becomes entitled to receive any refund with
respect to such claim, the Executive shall (subject to the Corporation’s
complying with the requirements of Section 11(f)) promptly pay the Corporation
the amount of such refund (together with any interest paid or credited thereon
after taxes applicable thereto).


 


(2)       If, after the
receipt by the Executive of an amount advanced by the Corporation pursuant to
Section 11(f), a determination is made that the Executive shall not be entitled
to any refund with respect to such claim and the Corporation does not notify
the Executive in writing of its intent to contest such determination before the
expiration of 30 days after such determination, then such advance shall be
forgiven and shall not be required to be repaid and the amount of such advance
shall offset, to the extent thereof, the amount of Gross-up Payment required to
be paid.


 


(3)       Any contest of
a denial of refund shall be controlled by Section 11(f).


 


16





















 


12.      Confidential
Information; Non-Competition; Release.


 


(a)       Confidentiality.


 


(1)       The Executive
shall hold in a fiduciary capacity for the benefit of the Corporation all
Confidential Information (as defined below) relating to the Corporation or any
of its affiliates and their respective businesses, which shall have been
obtained by the Executive during the Executive’s employment by the Corporation
or any of its affiliates.


 


(2)       “Confidential
Information” means any non-public, proprietary information that may provide the
Corporation with a competitive advantage, including, without limitation, any
trade secrets, formulas, flow charts, computer programs and codes (including,
without limitation, any source codes), or other systems information, business,
product or marketing plans, sales and other forecasts, financial information,
customer lists and information relating to compensation and benefits, provided
that such proprietary information does not include any information which is
available to the general public or is generally available within the relevant
business or industry other than as a result of the Executive’s breach of this
Section 12(a).


 


(3)       Confidential
Information may be in any medium or form, including, without limitation,
physical documents, computer files, drives or discs, videotapes, audiotapes and
oral communications.


 


(4)       Anything
herein to the contrary notwithstanding, it shall not be a violation of this
Section 12(a) for the Executive to disclose information in the ordinary course
of properly carrying out his duties and responsibilities on behalf of the
Corporation or to respond to an order of a court or other body having
jurisdiction provided that he gives the Corporation prior notice of any such
order.  In no event shall an asserted
violation of the provisions of this Section 12(a) constitute a basis for
deferring or withholding any amounts otherwise payable to the Executive under
this Agreement.


 


(b)      Non-Competition.


 


(1)       The Executive
agrees that he shall not for a period of one year following the Date of
Termination, directly or indirectly own, manage, operate, join, control, be
employed by, or participate in the ownership, management, operation or control
of or be connected in any manner, including but not limited to, holding the
positions of officer, director, shareholder, consultant, independent
contractor, employee, partner or investor, with any Competing Enterprise (as
defined below); provided, however, that the Executive
may invest, without being deemed in violation of this Section 12(b), in stocks,
bonds or other securities of any corporation or other entity (but without
participating in the business thereof) if such stocks, bonds or other
securities are listed for trading on a national securities exchange or NASDAQ
and the Executive’s investment does not exceed 1% of the issued and outstanding
shares of capital stock, or in the case of bonds or other securities, 1% of the
aggregate principal amount thereof issued and outstanding.


 


17





















 


(2)       For purposes
of this Agreement, the term “Competing Enterprise” shall mean an enterprise
that engages in any business that, on the Date of Termination, is engaged in by
the Corporation or by any of its affiliates if such enterprise engages in such
business in any geographic areas in which the Corporation or any of its
affiliates conducts such business.


 


(c)       Return
of Property.  Except as expressly
provided herein, promptly following the Executive’s termination of employment,
the Executive shall return to the Corporation all property of the Corporation
then in the Executive’s possession or under his control, except that the
Executive may retain his personal notes, diaries, Rolodexes (whether in electronic
form or otherwise), calendars and correspondence so long as any Confidential
Information therein is conveyed to the Corporation in a tangible medium prior
to the Executive’s termination of employment.


 


(d)      Irreparable
Injury.  The Executive agrees that
any breach of the terms of this Section 12 would result in irreparable
injury and damage to the Corporation for which the Corporation would have no
adequate remedy at law.  The Executive
further agrees that in the event of said breach or any reasonable threat of
breach, the Corporation shall be entitled to an immediate injunction and
restraining order to prevent such breach or threatened breach.  The terms of this Section 12(d) shall not
prevent the Corporation from pursuing any other available remedies for any
breach or threatened breach hereof, including but not limited to, the recovery
of damages.  Should a court or arbitrator
determine that any provision of this Section 12 is unreasonable, the parties
agree that such provision shall be interpreted and enforced to the maximum
extent such court or arbitrator deems reasonable.


 


(e)       Release.  In the event of a Qualifying Termination, the
Executive agrees to release the Corporation and its affiliates from any and all
liabilities, claims and causes of action arising from or in connection with his
employment, or the termination of his employment, by the Corporation, other
than the obligations of the Corporation under this Agreement and except with
respect to the matters referenced in Sections 8(a) and 9 of this Agreement.


 


(f)       Survival.


 


(1)       The provisions
of this Section 12 shall survive any termination of this Agreement and of the
Employment Period, and the existence of any claim or cause of action by the
Executive against the Corporation, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by the Corporation
of the covenants and agreements of this Section.


 


(2)       Anything in
this Section 12(f) to the contrary notwithstanding, the provisions of Section
12(b) shall only apply in the event of:


 


(i)    a termination of
the Executive’s employment described in Section 1(a) hereof prior to the
occurrence of a Change of Control;


 


18





















 


(ii)   a termination of
the Executive’s employment during the Employment Period that constitutes a
Qualifying Termination; or


 


(iii)  a
termination for Cause at any time during the Employment Period.


 


13.      Successors;
Binding Agreement.


 


(a)       This
Agreement shall not be terminated by any merger or consolidation of the
Corporation whereby the Corporation is or is not the surviving or resulting
corporation or as a result of any transfer of all or substantially all of the
assets of the Corporation.  In the event
of any such merger, consolidation or transfer of assets, the provisions of this
Agreement shall be binding upon the surviving or resulting corporation or the
person or entity to which such assets are transferred.


 


(b)      The
Corporation agrees that concurrently with any merger, consolidation or transfer
of assets referred to in Section 13(a) hereof, it will cause any successor or
transferee unconditionally to assume, by written instrument delivered to the
Executive (or his beneficiary or estate), all of the obligations of the
Corporation hereunder.


 


(c)       (1)   No
rights or obligations of the Corporation under this Agreement may be assigned
or transferred by the Corporation except that such rights or obligations may be
assigned or transferred pursuant to a merger or consolidation in which the
Corporation is not the continuing entity, or in connection with the sale or
liquidation of all or substantially all of the assets of the Corporation, or in
connection with the disposition of all or substantially all of the assets of
the Corporation, or in connection with the disposition of the business of the
Corporation substantially as an entirety, provided that the assignee or
transferee is the successor to all or substantially all of the assets of the
Corporation and such assignee or transferee assumes all of the liabilities,
obligations and duties of the Corporation under this Agreement, either
contractually or as a matter of law.


 


(2)   This Agreement is personal to the
Executive and, without the prior written consent of the Corporation, shall not
be assignable by the Executive otherwise than by will or the laws of descent
and distribution.  This Agreement shall
inure to the benefit of and be enforceable by the Executive’s personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.  If the Executive
shall die while any amounts would be payable to the Executive hereunder had the
Executive continued to live, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to such
person or persons appointed in writing by the Executive to receive such amounts
or, if no person is so appointed, to the Executive’s estate.


 


14.      Indemnification.


 


(a)       If,
after the Effective Date, the Executive is made or is threatened to be made a
party to, or is otherwise involved in, any action, suit or proceeding by reason
of the fact that he is or was a director, officer or employee of the
Corporation or any of its affiliates, or is or was serving


 


19





















 


at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, the
Corporation shall, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, (i) indemnify and hold harmless
the Executive against all liability and loss suffered and expenses (including
attorneys’ fees) reasonably incurred by the Executive in connection therewith,
and (ii) pay the expenses (including attorneys’ fees) incurred by the Executive
in defending any such action, suit or proceeding in advance of its final
disposition; provided, however, that the payment of expenses
incurred by the Executive in advance of the final disposition of the action,
suit or proceeding shall be made only upon receipt of an undertaking by the
Executive to repay all amounts advanced if it should ultimately be determined
that the Executive is not entitled to be indemnified under this Section or
otherwise.


 


(b)      After
the Effective Date, the Corporation shall maintain a directors’ and officers’
liability insurance policy covering the Executive on terms with respect to
coverage and amounts no less favorable than those of such policy in effect on
the Effective Date.


 


15.      Miscellaneous.


 


(a)       This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware without reference to principles of conflict of laws.  The captions of this Agreement are not part
of the provisions hereof and shall have no force or effect.  This Agreement may not be amended or modified
otherwise than by a written agreement executed by the parties hereto or their
respective successors and legal representatives.


 


(b)      All
notices and other communications hereunder shall be in writing and shall be
given by hand delivery to the other party or by registered or certified mail,
return receipt requested, postage prepaid, addressed as follows:


 


	
  If to the Executive:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  If to the Corporation:

  	
   

  	
  FedEx Corporation

  
	
   

  	
   

  	
  942 South Shady Grove
  Road

  
	
   

  	
   

  	
  Memphis, Tennessee
  38120

  
	
   

  	
   

  	
  Attn:

  	
  Kenneth R. Masterson

  
	
   

  	
   

  	
   

  	
  Executive Vice
  President,

  
	
   

  	
   

  	
   

  	
  General Counsel and
  Secretary

  



 


or to such other address
as either party shall have furnished to the other in writing in accordance herewith.  Notice and communications shall be effective
when actually received by the addressee.


 


(c)       The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement.


 


20





















 


(d)      If
any contest or dispute shall arise under this Agreement involving termination
of the Executive’s employment with the Corporation or involving the failure or
refusal of the Corporation to perform fully in accordance with the terms
hereof, the Corporation shall reimburse the Executive, on a current basis, for
all legal fees and expenses, if any, incurred by the Executive in connection
with such contest or dispute regardless of the result thereof.


 


(e)       This
Agreement contains the entire understanding between the Corporation and the
Executive with respect to the subject matter hereof and supersedes and
nullifies any previous change of control employment agreement between the
parties, including, without limitation, the Management Retention Agreement,
dated as of                  ,
between the Corporation and the Executive.


 


(f)       The
Executive and the Corporation acknowledge that the employment of the Executive
by the Corporation is “at will” and, prior to the Effective Date, may be
terminated by either the Executive or the Corporation at any time.  Except as specified in Section 1(a) hereof,
upon a termination of the Executive’s employment or upon the Executive’s
ceasing to be an officer of the Corporation, in each case, prior to the
Effective Date, there shall be no further rights under this Agreement.


 


(g)      The
Corporation’s or the Executive’s failure to insist upon strict compliance with
any provision of this Agreement or the failure to assert any right the
Corporation or the Executive may have hereunder, including, without limitation,
the right of the Executive to terminate employment for Good Reason pursuant to
Section 6(c) of this Agreement, shall not be deemed to be a waiver of such
provision or right or any other provision or right of this Agreement.


 


(h)      Any
reference in this Agreement to any compensation, bonus, profit sharing, stock
option, restricted stock, pension, savings, retirement, welfare, vacation or
other similar benefit plan or program means and includes, for purposes of this
Agreement, any substitute or successor plan or program.


 


 


[Signature
Page Follows]


 


21





















 


IN WITNESS WHEREOF, the Executive has hereunto set his
hand and, pursuant to the authorization from its Board of Directors, the
Corporation has caused these presents to be executed in its name on its behalf,
all as of the day and year first above written.


 


 


	
   

  	
  FedEx
  Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Kenneth R. Masterson

  
	
   

  	
  Title:

  	
  Executive Vice President,

  
	
   

  	
   

  	
  General Counsel and
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Name of Executive]

  
					



 


 


[538617.3]


 


22