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Exhibit 4.5  


 
 

FORM OF
  RESTRICTED STOCK AGREEMENT
  PURSUANT TO
  FEDEX CORPORATION INCENTIVE STOCK PLAN    
    


        THIS RESTRICTED STOCK AGREEMENT is made this            day
of            , 20    by and
between                        (the "Participant") and FedEx
Corporation, a Delaware corporation (the "Company"), pursuant to the Company's Incentive Stock Plan (the "Plan"), which is incorporated into and forms a part of this Agreement. 


        WHEREAS,
the Committee (as defined in the Plan) on                        authorized and directed the Company to make an award of stock to
the Participant under the Plan for the purposes
expressed in the Plan; 


        NOW,
THEREFORE, in consideration of the foregoing and the mutual undertakings herein contained, the parties agree as follows: 


        1.    Grant of Stock.    In accordance with the terms of the Plan and subject to the further terms, conditions and
restrictions contained in this Agreement, the Company hereby grants to the Participant                        shares (the
"Shares") of the Company's common stock, $.10 par value (the "Common Stock"). As long
as the Shares are subject to the Restrictions set forth in Section 4 of this Agreement, such shares shall be deemed to be, and are referred to in this Agreement as, the "Restricted Shares." The
Shares granted shall be treasury stock. 


        2.    Certificates for Shares.    Certificates evidencing Restricted Shares shall be deposited with the Company or its
designee to be held in escrow until such Shares are released to the Participant or forfeited in accordance with this Agreement. The Participant shall, simultaneously with the delivery of this
Agreement, deliver to the Company a stock power, in blank, executed by the Participant. 


        If
any Restricted Shares are forfeited, the Company shall direct the transfer agent of the Common Stock to make the appropriate entries in its records showing the cancellation of the
certificate or certificates for such Restricted Shares and to return the Shares represented thereby to the Company's treasury. 


        3.    Adjustments in Restricted Shares.    In the event the outstanding Common Stock is changed or exchanged as a
result of a stock dividend, stock split, share combination, exchange or reclassification, recapitalization, merger, consolidation or other corporate reorganization affecting the Common Stock, the
Committee shall make approximate and equitable adjustments in the Restricted Shares corresponding to adjustments made by the Committee in the number and kind of shares which may be issued under the
Plan. Any new, additional or different securities to which the Participant shall be entitled in respect of Restricted Shares by reason of such adjustment shall be deemed to be Restricted Shares and
shall be subject to the same terms, conditions, and restrictions as the Restricted Shares so adjusted. 


        4.    Restrictions.    During applicable periods of restriction determined in accordance with Section 6 of this
Agreement, Restricted Shares, and all rights with respect to such Shares, may not be sold, pledged, assigned, exchanged, encumbered, hypothecated, transferred or disposed of in any manner and shall be
subject to the risk of forfeiture contained in Section 5 of this Agreement (such limitations on transferability and risk of forfeiture being herein referred to as "Restrictions"), but the
Participant shall have all other rights of a stockholder, including, but not limited to, the right to vote and receive dividends on Restricted Shares. 


        5.    Forfeiture of Restricted Shares.    In the event that the Participant's employment by the Company or a
subsidiary terminates for any reason other than his or her death, retirement or permanent disability, such event shall constitute an "Event of Forfeiture" and all Shares which at that time are
Restricted Shares shall thereupon be forfeited by the Participant to the Company without payment of 





 



any
consideration by the Company, and neither the Participant nor any successor, heir, assign or personal representative of the Participant shall have any right, title or interest in or to such
Restricted Shares or the certificates evidencing them. 



        6.    Lapse of Restrictions.    (a) Except as provided in subsection (b) below, the Restrictions on the
Restricted Shares granted under this Agreement shall lapse ratably on each of the first
through                        anniversaries of the date of this Agreement, including in the event the Participant
retires at or after the age of 55, but before the age of 60, in accordance with the following schedule: 



	Date
	 	Number of Shares on

Which Restrictions Lapse

	

 	
 	

 
	

 	
 	

 
	

 	
 	

 
	

 	
 	

 






        (b)   The
Restrictions shall lapse on the Restricted Shares (if not already lapsed pursuant to subsection (a) above) on the later of (i) the Participant's
retirement at or after the age of 60, permanent disability or death or (ii) the first anniversary of the date of this Agreement. 


        (c)   Upon
lapse of the Restrictions in accordance with this Section, the Company shall, as soon as practicable thereafter, deliver to the Participant an unrestricted
certificate for the Shares with respect to which such Restrictions have lapsed. 




        7.    Tax Equalization Bonus.    The Company shall, provided the Participant has furnished the Company evidence of
having timely made the election under Section 83(b) of the Internal Revenue Code with respect to the grant of the Shares, pay for the benefit of the Participant a bonus equal to the gross
amount of Federal income taxes, Medicare tax and loss of itemized deduction for such Federal income taxes for which the Participant has incurred a liability solely as a result of the grant of the
Shares, the making of such election and the payment of such bonus. All of such payment shall be made in the form of Federal income tax withholding payments on or before December 31,
            . No such bonus shall be paid unless the Participant makes such election and furnishes the Company proof of such election in such form and manner as the Company shall prescribe.



        8.    Withholding Requirements.    Whenever payments hereunder are to be made in cash, or Restrictions lapse with
respect to Restricted Shares, the Company shall have the right to withhold from sums due to the Participant (or to require the Participant to remit to the Company) an amount sufficient to satisfy any
Federal, state or local withholding tax requirements prior to making such payments or delivering any certificate evidencing such Shares. 



        9.    Effect of Employment.    Nothing contained in this Agreement shall confer upon the Participant the right to
continue in the employment of the Company or affect any right which the Company may have to terminate the employment of the Participant. 


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        10.    Amendment.    This Agreement may not be amended except with the consent of the Committee and by a written
instrument duly executed by the Participant and the Company. 


        11.    Binding Effect.    This Agreement shall be binding upon and shall inure to the benefit of the parties hereto
and their heirs, personal representatives, successors and assigns. The terms of this Agreement shall in all respects be subject to the terms of the Plan. Participant acknowledges receipt of a copy of
the Plan, which is attached hereto, represents that he or she is familiar with the terms and provisions thereof and accepts the award of Shares hereunder subject to all of the terms and conditions
thereof and of this Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Committee upon any questions arising under the Plan or this
Agreement. 


        IN
WITNESS WHEREOF, the Company and the Participant have each executed and delivered this Agreement as of the date first above written. 



	

ATTEST:	
 	

FEDEX CORPORATION
	

  
 Assistant Secretary	
 	

By:	
 	

  
 Chairman, President and

Chief Executive Officer
	

 	
 	

PARTICIPANT:
	

 	
 	

  





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FORM OF RESTRICTED STOCK AGREEMENT PURSUANT TO FEDEX CORPORATION INCENTIVE STOCK PLAN