Management Retention Agreement (65K)
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MANAGEMENT RETENTION AGREEMENT
THIS MANAGEMENT RETENTION AGREEMENT (the "Agreement") is entered
into this ___ day of May, 2000, between FedEx Corporation, a Delaware
corporation (the "Corporation"), and [Name of Executive Officer]
("Executive").
WHEREAS, the Executive currently serves as [Title of Executive
Officer] 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 (as defined in Section 2) 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 in 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 in
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 prior to the date on
which a Change of Control occurs, and 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,
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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, however, give
the Executive any non-extension notice during any period of time when the
Board has knowledge that any person has taken steps reasonably calculated to
effect a Change in Control of the Corporation until, in the Board's opinion,
such person has abandoned or terminated its efforts to effect a Change in
Control.
2. CHANGE OF CONTROL.
For purposes of this Agreement, a "Change of Control" means a change
of control during the Change of Control Period of a nature that is required
to be reported in response to Item 1(a) of the Current Report on Form 8-K, as
in effect on the date of this Agreement, pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act");
provided, that, without limitation, such a "Change of Control" shall be
deemed to have occurred if:
(a) any "person," as this term is used in Sections 3(a)(9) and 13(d)
of the Exchange Act, becomes, directly or indirectly, a "beneficial owner,"
as such term is used in Rule 13d-3 promulgated under the Exchange Act, of 20%
or more of the combined voting power of the Corporation's outstanding Voting
Securities (as defined below); or
(b) individuals who, as of the date of this Agreement, constitute
the Board of Directors of the Corporation (the "Board" generally, and as of
the date of this Agreement, the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board, PROVIDED that any person
becoming a director after the date of this Agreement whose election, or
nomination for election by the Corporation's stockholders, was approved by a
vote of at least three-quarters of the directors comprising the Incumbent
Board (other than an election or nomination of an individual whose initial
assumption of office is in connection with an actual or threatened election
contest relating to the election of the directors of the Corporation, as such
terms are used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) will be, for purposes of this Agreement, considered as though
such person was a member of the Incumbent Board; or
(c) the Corporation adopts any plan of liquidation providing for
the distribution of all or substantially all of its assets; or
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(d) the Corporation disposes of all or substantially all of its
assets pursuant to a merger, consolidation or other transaction (unless the
holders of the Corporation's Voting Securities immediately prior to the
merger, consolidation or other transaction beneficially own, directly or
indirectly, in substantially the same proportion as they owned the
Corporation's Voting Securities, all of the voting securities or other
ownership interests of the entity or entities, if any, that succeed to the
Corporation's business); or
(e) the Corporation is merged, consolidated or reorganized into or
with, or sells all or substantially all of its assets to, another corporation
or other entity, and immediately after the transaction less than 80% of the
voting power of the then-outstanding securities of the corporation or other
entity immediately after the transaction is held in the aggregate by holders
of the Corporation's Voting Securities immediately before the transaction.
For purposes of this Agreement, the term "Voting Securities" means
any shares of the Corporation's capital stock or other securities that are
generally entitled to vote in elections of directors.
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").
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 thirty-five (35) miles from such
location.
(b) The Executive's position, authority, duties and
responsibilities shall be regarded as NOT commensurate if, as a result of a
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