exv10w1







	 	 	 	 	 



Exhibit 10.1




2010 LONG-TERM INCENTIVE PERFORMANCE AWARD GRANTS


Form of 2010-2012 Long-Term Incentive Award Certificate


United Parcel Service, Inc.

Restricted Stock Unit Award Agreement

2010 Long-Term Incentive Performance (LTIP) Awards

(Not Transferable)





     THIS CERTIFIES THAT xxxxxxx has been granted a target award of x,xxx 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.
2009 Omnibus 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, 2010 through December 31, 2012 (the “LTIP cycle”)) and
ten percent (10%) of your target award is based on satisfaction of an earnings per share target for
calendar year 2012 (the “earnings measurement tranche”):



	 	 	 
	Tranche	 	Target RSUs
	Performance Measurement — 2010
	 	 
	Performance Measurement — 2011
	 	 
	Performance Measurement — 2012
	 	 
	Earnings Measurement — 2012
	 	 





          (b) Performance Measurement Tranches. The number of RSUs to be credited to your
account 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 2010
- 2012 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 performance target 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 target matrix for 2010 is attached as Exhibit A. Performance target
matrices for 2011 and



 









 




2012 will be provided to you in the first quarter of the applicable year. After the end of each
year, the Committee will certify the extent to which the performance targets have been achieved and
the resulting RSUs to be credited to your account. 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
calendar year 2012 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 2012 calendar year
and you are employed in an eligible job classification by the Company or a Subsidiary on January
31, 2013. 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, 2013, 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, 2012,
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, 2012 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 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.
The Committee will authorize the crediting of the dividend equivalent units for each quarter.
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, 2013; 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 15, 2013 following the completion of the LTIP cycle.


          (b) Demotion. If you are demoted before January 31, 2013 to a position that would
have been ineligible to receive a LTIP award under the 2010 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, 2013, 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, 2012 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
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 15, 2013, except that if your employment
terminates by reason of your death, the shares will be transferred to your estate no later than 90
days following the notification of 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, 2010.



	 	 	 	 	 
	ATTEST: 	UNITED PARCEL SERVICE, INC.




	 
	 	 	 
	               Secretary	Chairman and Chief Executive Officer 
	 	 	 



 









 






	 	 	 	 	 



EXHIBIT A




2010 LONG-TERM INCENTIVE PERFORMANCE AWARD GRANTS




2010 Targets and Payout Matrix




Applicable to 3-Year Awards Granted in 2008, 2009, and 2010




	 	 	 
	Revenue Growth Goal

	 	=   ___%
	Operating ROIC Goal

	 	=   ___%
	2012 Earnings Per Share Target

	 	=   $___






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Revenue Growth
	 	 	___ %	 	___ %	 	___%	 	___%	 	___%	 	___%	 	___%	 	___%	 	___%	 	___%	 	___%
	Operating ROIC	 	or less	 	to ___%	 	to ___%	 	to ___%	 	to ___%	 	to ___%	 	to ___%	 	to ___%	 	to ___%	 	to ___%	 	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

	 	 	40	%	 	 	50	%	 	 	55	%	 	 	60	%	 	 	65	%	 	 	70	%	 	 	75	%	 	 	80	%	 	 	85	%	 	 	90	%	 	 	95	%