EX-4.4






Exhibit 4.4




RESTRICTED STOCK AGREEMENT


PURSUANT TO


FEDEX CORPORATION INCENTIVE STOCK PLAN, AS AMENDED




     THIS
RESTRICTED STOCK AGREEMENT is made this ___ day of _________, _________, by
and between _________ (the “Participant”) and FedEx Corporation, a Delaware
corporation (the “Company”), pursuant to the Company’s Incentive Stock Plan, as amended (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.”



     2. Shares. 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
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.



     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 fourth 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:



	 	 	 
	 	 	Number of Shares on
	Date	 	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 unrestricted 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



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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 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.



     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
	 	 	 	 	 
	 	 	
By:	 	 
	 

 

Assistant Secretary	 	
	 	 

 

Chairman, President and
Chief Executive Officer
	 	 	 	 	 
	 	 	PARTICIPANT:
	 	 	 

 








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