Exhibit 10.80
RESTRICTED STOCK AGREEMENT
PURSUANT TO FEDERAL EXPRESS CORPORATION
1995 RESTRICTED STOCK PLAN
THIS RESTRICTED STOCK AGREEMENT is made this ______ day of
__________________, by and between __________________________ (the
"Participant") and Federal Express Corporation, a Delaware corporation (the
"Company"), pursuant to the Company's 1995 Restricted Stock Plan (the "Plan").
WHEREAS, the Compensation Committee (the "Committee") of the Board of
Directors of the Company at its meeting 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 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 of any change in the
outstanding Common Stock by reason of a stock dividend or distribution,
recapitalization, merger, consolidation, split-up, combination, exchange of
shares or the like, the Committee shall make equitable adjustments in the
Restricted Shares corresponding to adjustments made by the Committee in the
number and class of shares of Common Stock 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, assigned, transferred, exchanged,
pledged, hypothecated or otherwise encumbered or disposed of 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
terminates employment with the Company and its subsidiaries 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 _________ through ___________ anniversaries of the
date of this Agreement in accordance with the following schedule:
Number of Shares on
Date Which Restrictions Lapse
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(b) In the event that a Participant's employment with the Company and its
subsidiaries terminates as a result of his or her death, retirement or permanent
disability, the Restrictions shall lapse on the Restricted Shares (if not
already lapsed pursuant to subsection (a) above) on the later of (i) the date of
such event, or (ii) the first anniversary of the date of this Agreement.
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, ______ and the amount
thereof shall be determined assuming that the Participant's marginal Federal
income tax rate is ______%. 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. Change in Control. Notwithstanding any other provision of this
Agreement or the Plan, upon the occurrence of a Change in Control, as defined
below, the stock certificates evidencing any Restricted Shares shall be
cancelled and the Company shall make a cash payment to Participant in an amount
equal to the highest price per share received by holders of the Company's Common
Stock in connection with the Change in Control multiplied by the then number of
Restricted Shares, with any non-cash consideration valued in good faith by the
Committee.
For purposes of the Plan, a "Change in Control" of the Company shall be
deemed to have occurred if:
(a) any person, as such term is used in Sections 13(d)(3) and 14(d)(2) of
the Securities Exchange Act of 1934, as amended, becomes a beneficial
owner (within the meaning of Rule 13d-3 under such Act) of 20% or more
of the Company's outstanding Common Stock;
(b) there occurs within any period of two consecutive years any change in
the directors of the Company such that the members of the Company's
Board of Directors prior to such change do not constitute a majority
of the directors after giving effect to all changes during such two-
year period unless the election, or the nomination for election by the
Company's stockholders, of each new director was approved by a vote of
at least two-thirds of the directors then still in office who were
directors at the beginning of the period; or
(c) the Company 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 such transaction less than 80%
of the voting power of the then-outstanding securities of such
corporation or other entity immediately after such transaction is held
in the aggregate by holders of
the Company's Common Stock immediately before such transaction.
In addition, if the Company enters into an agreement or series of
agreements or the Board of Directors of the Company adopts a resolution which
results in the occurrence of any of the foregoing events, and Participant's
employment is terminated after the entering into of such agreement or series of
agreements or the adoption of such resolution, then, upon the occurrence of any
of the events described above, a Change in Control shall be deemed to have
retroactively occurred on the date of entering into of the earliest of such
agreements or the adoption of such resolution and Participant shall be entitled
to the payment as of such date with respect to any forfeited Restricted Shares.
10. 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.
11. 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.
12. 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. Participant acknowledges receipt of a copy of the Plan,
which is annexed 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: FEDERAL EXPRESS CORPORATION
_______________________________ By:_________________________________
Assistant Secretary Chairman, President and
Chief Executive Officer
PARTICIPANT:
_________________________________