Exhibit 10.57





EXHIBIT
10.57




Compensation Arrangements with Named Executive Officers




Base Salaries





The following table sets forth the annual base salaries of FedEx’s named executive officers:



	 	 	 	 	 
	Name and	 	 	 
	Current Position	 	Base Salary	 
	 
	 	 	 	 
	Frederick W. Smith 
	 	$	1,266,960	 
	Chairman, President and

Chief Executive Officer
	 	 	 	 
	 
	 	 	 	 
	Alan B. Graf, Jr.
	 	$	902,784	 
	Executive Vice President and

Chief Financial Officer
	 	 	 	 
	 
	 	 	 	 
	David J. Bronczek 
	 	$	942,096	 
	President and Chief Executive Officer —

FedEx Express
	 	 	 	 
	 
	 	 	 	 
	T. Michael Glenn
	 	$	833,364	 
	Executive Vice President,

Market Development and

Corporate Communications
	 	 	 	 
	 
	 	 	 	 
	Robert B. Carter 
	 	$	762,960	 
	Executive Vice President,

FedEx Information Services and

Chief Information Officer
	 	 	 	 







Mr. Smith’s base salary is effective as of July 16, 2011. The base salaries of the other
named executive officers were effective as of July 1, 2011.



Fiscal 2012 Annual Incentive Compensation Program





Chairman, President and Chief Executive Officer



Frederick W. Smith’s fiscal 2012 annual bonus will be based on the achievement of corporate
objectives for consolidated pre-tax income for fiscal 2012. The independent members of the Board
of Directors, upon the recommendation of the Compensation Committee, may adjust Mr. Smith’s bonus
amount upward or downward based on their annual evaluation of Mr. Smith’s performance, including
the quality and effectiveness of his leadership and the following corporate performance measures:




	 	•	 	FedEx’s stock price performance relative to the Standard & Poor’s 500 Composite
Index, the Dow Jones Transportation Average, the Dow Jones Industrial Average and
competitors;






	 	•	 	FedEx’s stock price to earnings (P/E) ratio relative to the Standard & Poor’s 500
Composite Index, the Dow Jones Industrial Average and competitors;






	 	•	 	FedEx’s market capitalization;




 


 









 











	 	•	 	FedEx’s revenue and operating income growth (excluding certain unusual items)
relative to competitors;






	 	•	 	FedEx’s free cash flow (excluding business acquisitions), return on invested capital
(excluding certain unusual items), and weighted average cost of capital;






	 	•	 	Analyst coverage and ratings for FedEx’s stock;






	 	•	 	FedEx’s U.S. and international revenue market share; and






	 	•	 	FedEx’s reputation rankings by various publications and surveys.





None of these factors will be given any particular weight in determining whether to adjust Mr.
Smith’s bonus amount.



Mr. Smith’s annual bonus target for fiscal 2012 is 130% of his annual base salary (at fiscal
year-end), with a maximum payout of 300% of his target bonus.




Non-CEO Named Executive Officers



The fiscal 2012 annual bonus target payouts for the non-CEO named executive officers, as a
percentage of annual base salary (at fiscal year-end), are as follows:



	 	 	 	 	 
	Name	 	Target Payout	 
	 
	 	 	 	 
	Alan B. Graf, Jr.
	 	 	90	%
	David J. Bronczek 
	 	 	100	%
	T. Michael Glenn
	 	 	90	%
	Robert B. Carter
	 	 	90	%






The maximum payout for each executive is 240% of his target bonus.




The fiscal 2012 annual bonus for the non-CEO named executive officers will be based on:




	 	•	 	the achievement of individual objectives established at the beginning of the fiscal
year for each executive (30% of each executive’s target bonus); and






	 	•	 	the achievement of corporate objectives for consolidated pre-tax income for fiscal
2012 (70% of each executive’s target bonus).





The annual bonus payout opportunity relating to individual performance will be contingent upon
achievement of consolidated pre-tax income objectives under the bonus plan (as well as achievement
of the individual performance objectives). Mr. Smith will determine the achievement level of each
executive’s individual objectives at the conclusion of fiscal 2012.




Company Financial Performance Measure



The annual bonus payout opportunity relating to company financial performance for each named
executive officer ranges, on a sliding scale, from a minimum amount if the annual bonus plan’s
pre-established consolidated pre-tax income threshold is achieved up to a maximum amount if such
financial performance goal is substantially exceeded. Ordinarily, our business plan objective for
consolidated pre-tax income is the target under the annual bonus plan. In keeping with our
pay-for-performance philosophy, our fiscal 2012 annual bonus plan design seeks to reward employees
for their
motivation during lean economic times and for improved company performance. Accordingly, the
fiscal 2012 target objective for the company performance factor under the annual bonus plan is less
than the fiscal 2012 business plan objective for consolidated pre-tax income.


 


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Long-Term Incentive Program




FedEx’s long-term incentive (“LTI”) plans for the three-fiscal-year periods 2010 through 2012,
2011 through 2013 and 2012 through 2014, provide long-term cash bonus opportunities to members of
upper management, including the named executive officers, upon the conclusion of fiscal 2012, 2013
and 2014, respectively, if certain aggregate fully diluted earnings per share (“EPS”) goals
established by the Board of Directors are achieved with respect to those periods. No amounts can
be earned for the fiscal 2010 through 2012, 2011 through 2013 and 2012 through 2014 plans until
2012, 2013 and 2014, respectively, because achievement of the EPS goals can only be determined
following the conclusion of the applicable three-fiscal-year period.



Traditionally, the base-year number over which the three-year average annual EPS growth rate
goals are measured for an LTI plan is the final full-year EPS of the preceding fiscal year. For
the fiscal 2010 through 2012 LTI plan, however, an adjusted base-year number ($2.93) was used
rather than the final fiscal 2009 EPS. This adjusted base-year number was set so that 12.5% growth
from the number would equal the fiscal 2010 business plan EPS goal.



The following table sets forth the potential future payouts to each of FedEx’s named executive
officers under FedEx’s LTI plans:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Potential Future Payouts	 
	 	 	Performance	 	 	Threshold	 	 	Target	 	 	Maximum	 
	Name	 	Period	 	 	($)	 	 	($)	 	 	($)	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Frederick W. Smith
	 	FY2010–FY2012	 	 	875,000	 	 	 	3,500,000	 	 	 	5,250,000	 
	 
	 	FY2011–FY2013	 	 	875,000	 	 	 	3,500,000	 	 	 	5,250,000	 
	 
	 	FY2012–FY2014	 	 	1,000,000	 	 	 	4,000,000	 	 	 	6,000,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Alan B. Graf, Jr.
	 	FY2010–FY2012	 	 	300,000	 	 	 	1,200,000	 	 	 	1,800,000	 
	 
	 	FY2011–FY2013	 	 	300,000	 	 	 	1,200,000	 	 	 	1,800,000	 
	 
	 	FY2012–FY2014	 	 	300,000	 	 	 	1,200,000	 	 	 	1,800,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	David J. Bronczek
	 	FY2010–FY2012	 	 	375,000	 	 	 	1,500,000	 	 	 	2,250,000	 
	 
	 	FY2011–FY2013	 	 	375,000	 	 	 	1,500,000	 	 	 	2,250,000	 
	 
	 	FY2012–FY2014	 	 	375,000	 	 	 	1,500,000	 	 	 	2,250,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T. Michael Glenn
	 	FY2010–FY2012	 	 	300,000	 	 	 	1,200,000	 	 	 	1,800,000	 
	 
	 	FY2011–FY2013	 	 	300,000	 	 	 	1,200,000	 	 	 	1,800,000	 
	 
	 	FY2012–FY2014	 	 	300,000	 	 	 	1,200,000	 	 	 	1,800,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Robert B. Carter
	 	FY2010–FY2012	 	 	300,000	 	 	 	1,200,000	 	 	 	1,800,000	 
	 
	 	FY2011–FY2013	 	 	300,000	 	 	 	1,200,000	 	 	 	1,800,000	 
	 
	 	FY2012–FY2014	 	 	300,000	 	 	 	1,200,000	 	 	 	1,800,000	 






 


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The potential individual future payouts set forth in the table above are set dollar amounts
ranging from threshold (minimum) amounts, if the EPS goal achieved is less than target, up to
maximum amounts, if the plan goal is substantially exceeded. There can be no assurance that the
potential future payouts shown in this table will be achieved.




 


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