Exhibit 4.3
FEDEX CORPORATION
1999 STOCK INCENTIVE PLAN
1. PURPOSE OF PLAN
The purpose of the FedEx Corporation 1999 Stock Incentive Plan (the
"Plan") is to aid FedEx Corporation (the "Corporation") and its subsidiaries
in securing and retaining key employees of outstanding ability and to provide
additional motivation to such employees to exert their best efforts on behalf
of the Corporation and its subsidiaries. The Corporation expects that it will
benefit from the added interest which such employees will have in the welfare
of the Corporation as a result of their ownership or increased ownership of
the Corporation's Common Stock.
2. STOCK SUBJECT TO THE PLAN
The total number of shares of Common Stock of the Corporation that may
be optioned under the Plan is 10,000,000 shares, which may consist, in whole
or in part, of unissued shares or treasury shares. Any shares optioned
hereunder that are canceled or cease to be subject to the option may again be
optioned under the Plan.
3. ADMINISTRATION
The Plan shall be administered by those members, not less than two, of
the Compensation Committee of the Board of Directors, each of whom is an
"outside director" within the meaning of Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"), and a "non-employee director"
as defined in Rule 16b-3 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "Committee").
The Committee shall have the sole authority to grant options under the
Plan and, consistent with the Plan, to determine the provisions of the
options to be granted, to interpret the Plan and the options granted under
the Plan, to adopt, amend and rescind rules and regulations for the
administration of the Plan and generally to administer the Plan and to make
all determinations in connection therewith which may be necessary or
advisable, and all such actions of the Committee shall be binding upon all
participants. Committee decisions and selections shall be made by a majority
of its members present at the meeting at which a quorum is present, and shall
be final. Any decision or selection reduced to writing and signed by all of
the members of the Committee shall be as fully effective as if it had been
made at a meeting duly held.
4. ELIGIBILITY
Unless otherwise determined by the Committee, key employees, including
officers, of the Corporation and its subsidiaries who are from time to time
responsible for the management, growth and protection of the business of the
Corporation and its subsidiaries are eligible to be granted options under the
Plan. No member of the Board of Directors of the Corporation shall be
eligible to participate in the Plan unless such director is also an employee
of the Corporation or a subsidiary. The employees who shall receive options
under the Plan shall be selected from time to time by the Committee in its
sole discretion, from among those eligible, and the Committee shall
determine, in its sole discretion, the number of shares to be covered by the
option or options granted to each such employee selected, subject to the
maximum number of stock options which may be granted to an optionee under the
Plan.
5. LIMIT ON AWARDS
Unless otherwise determined by the Committee, no option may be granted
under the Plan after May 28, 2009, but options theretofore granted may extend
beyond that date.
No optionee shall receive options for more than 800,000 shares of the
Corporation's Common Stock during any fiscal year under the Plan.
6. TERMS AND CONDITIONS OF STOCK OPTIONS
All options granted under this Plan shall be subject to all the
applicable provisions of the Plan, including the following terms and
conditions, and to such other terms and conditions not inconsistent therewith
as the Committee shall determine.
(a) OPTION PRICE. The option price per share for options granted to
employees shall be determined by the Committee, but shall not be
less than 100% of the fair market value at the time the option is
granted. The fair market value shall, for all purposes of the Plan,
be the mean between the high and low prices at which shares of such
stock are traded on the New York Stock Exchange on the day on which
the option is granted. In the event that the method for determining
the fair market value of the shares provided for in this paragraph
(a) shall not be practicable, then the fair market value per share
shall be determined by such other reasonable method as the Committee
shall, in its discretion, select and apply at the time of grant of
the option concerned.
(b) TIME OF EXERCISE OF OPTION. Unless otherwise determined by the
Committee, each option shall be exercisable during and over such
period ending not later than ten years from the date it was granted,
as may be determined by the Committee and stated in the option.
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Unless otherwise determined by the Committee, no option shall be
exercisable during the year ending on the first anniversary date of
the granting of the option, except as provided in paragraphs 6(d)
and 13 of the Plan.
(c) PAYMENT. Each option may be exercised by giving written notice to
the Corporation specifying the number of shares to be purchased and
accompanied by payment in full (including applicable taxes, if any)
in cash therefor. No option shall be exercised for less than the
lesser of 50 shares or the full number of shares for which the
option is then exercisable. No optionee shall have any rights to
dividends or other rights of a stockholder with respect to shares
subject to his or her option until he or she has given written
notice of exercise of his or her option, paid in full for such
shares and, if requested, given the representation described in
paragraph 10 of the Plan.
(d) RIGHTS AFTER TERMINATION OF EMPLOYMENT. Unless otherwise determined
by the Committee, if an optionee's employment by the Corporation or
a subsidiary terminates by reason of such person's retirement, the
optionee's option may thereafter be exercised to the extent to which
it was exercisable at the time of retirement but may not be
exercised after the expiration of the period of twenty-four months
from the date of such termination of employment or of the stated
period of the option, whichever period is the shorter; PROVIDED,
HOWEVER, that if the optionee dies within twenty-four months after
such termination of employment, any unexercised option, to the
extent to which it was exercisable at the time of the optionee's
death, may thereafter be exercised by the legal representative of
the estate or by the legatee of the option under the last will for a
period of twelve months from the date of the optionee's death or the
expiration of the stated period of the option, whichever period is
the shorter.
Unless otherwise determined by the Committee, if an optionee's
employment by the Corporation or a subsidiary terminates by reason
of permanent disability, the optionee's option may thereafter be
exercised in full (except that no option may be exercised less than
six months from the date of grant) but may not be exercised after
the expiration of the period of twenty-four months from the date of
such termination of employment or of the stated period of the
option, whichever period is the shorter; PROVIDED, HOWEVER, that if
the optionee dies within a period of twenty-four months after such
termination of employment, any unexercised option, to the extent to
which it was exercisable at the time of the optionee's death, may
thereafter be exercised by the legal representative of the estate or
by the legatee of the option under the last will for a period of
twelve months from the date of the
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optionee's death or the expiration of the stated period of the
option, whichever period is the shorter.
Unless otherwise determined by the Committee, if an optionee's
employment by the Corporation or a subsidiary terminates by reason
of the optionee's death, the optionee's option may thereafter be
immediately exercised in full by the legal representative of the
estate or by the legatee of the option under the last will, and for
a period of twelve months from the date of the optionee's death or
the expiration of the stated period of the option, whichever period
is the shorter.
Unless otherwise determined by the Committee, if an optionee's
employment terminates for any reason other than death, retirement or
permanent disability, the optionee's option shall thereupon
terminate.
7. TRANSFERABILITY RESTRICTION
Unless otherwise determined by the Committee, the option by its terms
shall be personal and shall not be transferable by the optionee otherwise
than by will or by the laws of descent and distribution. During the lifetime
of an optionee, the option shall be exercisable only by the optionee, or by a
duly appointed legal representative, unless otherwise determined by the
Committee.
8. DESIGNATION OF CERTAIN OPTIONS AS INCENTIVE STOCK OPTIONS
Options or portions of options granted to employees hereunder may, in
the discretion of the Committee, be designated as "incentive stock options"
within the meaning of Section 422 of the Code. In addition to the terms and
conditions contained in paragraph 6 hereof, options designated as incentive
stock options shall also be subject to the condition that the aggregate fair
market value (determined at the time the options are granted) of the
Corporation's Common Stock with respect to which incentive stock options are
exercisable for the first time by any individual employee during any calendar
year (under this Plan and all other similar plans of the Corporation and its
subsidiaries) shall not exceed $100,000.
9. LOANS TO OPTIONEES
The Corporation may make interest-free demand loans to holders of
options which are not designated or qualified hereunder or by the Code as
"incentive stock options" for the purpose of exercising such options or for
the purpose of enabling optionees to pay any tax liability associated with
the exercise of any such option. Such loans shall be fully secured by shares
of Common Stock of the Corporation and shall in any event be repayable upon
the termination of the optionee's employment with the Corporation for any
reason. The Committee shall establish written procedures concerning the
application for and making of such loans.
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10. INVESTMENT REPRESENTATION
Upon any distribution of shares of Common Stock of the Corporation
pursuant to any provision of this Plan, the distributee may be required to
represent in writing that he or she is acquiring such shares for his or her
own account for investment and not with a view to, or for sale in connection
with, the distribution of any part thereof. The certificates for such shares
may include any legend which the Corporation deems appropriate to reflect any
restrictions on transfers.
11. TRANSFER, LEAVE OF ABSENCE, ETC.
For the purpose of the Plan: (a) a transfer of an employee from the
Corporation to a subsidiary, or vice versa, or from one subsidiary to
another, and (b) a leave of absence, duly authorized in writing by the
Corporation, shall not be deemed a termination of employment.
12. RIGHTS OF EMPLOYEES AND OTHERS
(a) No person shall have any rights or claims under the Plan except in
accordance with the provisions of the Plan.
(b) Nothing contained in the Plan shall be deemed to give any employee
the right to be retained in the service of the Corporation or its
subsidiaries.
13. CHANGES IN CAPITAL OR CONTROL
If the outstanding Common Stock of the Corporation subject to the Plan
shall at any time be changed or exchanged by declaration of a stock dividend,
stock split, combination of shares, recapitalization, merger, consolidation
or other corporate reorganization, the number and kind of shares subject to
this Plan and the option prices shall be approximately and equitably adjusted
so as to maintain the option price thereof. Notwithstanding any other
provision of the Plan, upon the occurrence of a Change in Control, as
hereinafter defined, each holder of an unexpired option under the Plan shall
have the right to exercise such option in whole or in part without regard to
the date that such option would be first exercisable, and such right shall
continue, with respect to any such holder whose employment with the
Corporation or subsidiary terminates following a Change in Control, for a
period ending on the earlier of the date of expiration of such option or the
date which is twelve months after such termination of employment.
For purposes of the Plan, a "Change in Control" of the Corporation 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
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(within the meaning of Rule 13d-3 under such Act) of 20% or more of
the Corporation's outstanding Common Stock;
(b) there occurs within any period of two consecutive years any change
in the directors of the Corporation such that the members of the
Corporation'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 Corporation'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 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 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 Corporation's Common Stock
immediately before such transaction.
In addition, if the Corporation enters into an agreement or series of
agreements or the Board of Directors of the Corporation adopts a resolution
which results in the occurrence of any of the foregoing events, and the
employment of a holder of an option under the Plan 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.
14. USE OF PROCEEDS
Proceeds from the sale of shares pursuant to options granted under this
Plan shall constitute general funds of the Corporation.
15. AMENDMENTS
The Board of Directors may discontinue the Plan and the Committee may
amend the Plan from time to time, but no amendment, alteration or
discontinuation shall be made which, without the approval of the
stockholders, would:
(a) Except as provided in paragraph 13 of the Plan, increase the total
number of shares reserved for the purposes of the Plan;
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(b) Decrease the option price of an option to less than 100% of the fair
market value on the date of the granting of the option; or
(c) Increase the maximum number of options which may be granted to an
optionee under the Plan.
Neither shall any amendment, alteration or discontinuation impair the
rights of any holder of an option theretofore granted without the optionee's
consent; PROVIDED, HOWEVER, that if the Committee after consulting with
management of the Corporation determines that application of an accounting
standard in compliance with any statement issued by the Financial Accounting
Standards Board concerning the treatment of employee stock options would have
a significant adverse effect on the Corporation's financial statements
because of the fact that options granted before the issuance of such
statement are then outstanding, then the Committee in its absolute discretion
may cancel and revoke all outstanding options to which such adverse effect is
attributed and the holders of such options shall have no further rights in
respect thereof. Such cancellation and revocation shall be effective upon
written notice by the Committee to the holders of such options.
16. REPRICING RESTRICTION
Options granted under this Plan shall not be repriced by the Corporation
for any reason.
17. EFFECTIVE DATE OF PLAN
This Plan shall be effective upon its approval by the Corporation's
Board of Directors and stockholders.
18. COMPLIANCE WITH SECTION 16(b)
The Plan is intended to comply with all applicable conditions of Rule 16b-3
of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended. All transactions involving the Corporation's executive
officers are subject to such conditions, regardless of whether the conditions
are expressly set forth in the Plan. Any provision of the Plan that is
contrary to a condition of Rule 16b-3 shall not apply to directors and
executive officers of the Corporation.
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