Exhibit 4.4
STOCK OPTION AGREEMENT
PURSUANT TO
FDX CORPORATION
1997 STOCK INCENTIVE PLAN, AS AMENDED
A STOCK OPTION for a total of __________ shares of Common Stock, par
value $.10 per share, of FDX Corporation, a Delaware corporation (the
"Company"), is hereby granted to _______________ (the "Optionee"), at the price
determined as provided herein, and in all respects subject to the terms,
definitions and provisions of the Company's 1997 Stock Incentive Plan, as
Amended, (the "Plan"), which is incorporated herein by reference.
1. Option Price. The option price is $____________ for each share, being
one hundred percent (100%) of the fair market value, as determined by the
Committee, of the Common Stock on the date of grant of this Option.
2. Exercise of Option. This Option shall be exercisable in accordance
with provisions of Section 6 of the Plan as follows:
(i) Schedule of Rights to Exercise. Twenty percent (20%) after
one year from the date of grant; forty percent (40%) after two years; sixty
percent (60%) after three years; eighty percent (80%) after four years; and one
hundred percent (100%) after five years.
(ii) Method of Exercise. This Option shall be exercisable by a
written notice which shall:
(a) state the election to exercise the Option, the number
of shares in respect of which it is being exercised, the person in whose
name the stock certificate or certificates for such shares of Common
Stock is to be registered and the address and Social Security Number of
such person (or if more than one, the names, addresses and Social
Security Numbers of such persons);
(b) contain such representations and agreements as to the
holder's investment intent with respect to such shares of Common Stock
as may be satisfactory to the Company's counsel;
(c) be signed by the person or persons entitled to exercise
the Option and, if the Option is being exercised by any person or
persons other than the Optionee, be accompanied by proof, satisfactory
to counsel for the Company, of the right of such person or persons to
exercise the Option; and
(d) be in writing and delivered in person or by first class
or interdepartmental mail to the President of the Company or his
designee.
Payment of the purchase price of any shares with respect to
which the Option is being exercised shall be by certified check, bank cashier's
check or wire transfer.
(iii) Restrictions on Exercise. This Option may not be exercised
if the issuance of the shares upon such exercise would constitute a violation
of any applicable federal or state securities or other law or regulation. As a
condition to the exercise of this Option, the Company may require the person
exercising this Option to make any representation and warranty to the Company
as may be required by any applicable law or regulation.
3. Designation of Certain Option Shares as Incentive Stock Options. The
maximum number of option shares granted hereunder are (as permitted by Section
7 of the Plan) hereby designated incentive stock options, as that term is
defined in Section 422(b) of the Internal Revenue Code (the "ISO Shares").
Pursuant to the exercise schedule as provided in Section 2(i) of this
Agreement, the number of ISO Shares and non-qualified option shares ("NQO
Shares") exercisable on and after the anniversaries described in such Section
2(i) shall be as set forth in the table below; provided, however, that if
pursuant to any provision of the Plan or amendment to this Agreement any of the
option shares hereby granted become exercisable sooner than as provided in
Section 2(i) hereof, then the number of option shares that may be ISO Shares
with respect to any calendar year during which they are first exercisable
shall, notwithstanding the table below, be limited to the quotient obtained by
dividing $100,000 by the option price set forth in Section 1 hereof.
Anniversary of ISO NQO
Grant Date Shares Shares
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(i) Notice to Company of Disposition of ISO Shares. Optionee
agrees that, in the event the Optionee disposes of any of the ISO Shares within
one year after the date of exercise of the option to purchase same, the
Optionee will promptly notify the Company of such disposition. Such notice
shall be in writing and shall specify (i) the number of ISO Shares so disposed
of, (ii) the price paid for such shares by the Optionee upon the exercise of
the option, and (iii) the price or other consideration received for such
shares. All certificates for Common Stock issued upon the exercise of an option
to purchase ISO Shares shall bear such legend or other distinctive impression,
as determined by the Committee, as will notify the transfer agent of such stock
to advise the Company of the disposition of ISO Shares within one year after
the issuance thereof.
4. Transferability of Option. This Option may not be transferred in any
manner otherwise than by will or the laws of descent or distribution and may be
exercised during the lifetime of the Optionee only by the Optionee. The terms
of this Option shall be binding upon the heirs, personal representatives and
successors of the Optionee.
5. Term of Option. This Option may not be exercised more than ten (10)
years from the date of grant of this Option, as set forth below, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.
6. Optionee Acknowledgment. Optionee acknowledges receipt of a copy of
the Plan, which is annexed hereto, and represents that such Optionee is
familiar with the terms and provisions thereof, and hereby accepts this Option
subject to all the terms and provisions thereof. Optionee hereby agrees to
accept as binding, conclusive and final all decisions or interpretations of the
Committee upon any questions arising under the Plan or this Option.
Date of Grant: _______________.
FDX CORPORATION
By:
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CHAIRMAN, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
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OPTIONEE