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EXHIBIT 99
UNITED PARCEL SERVICE OF AMERICA, INC.
UPS 1997 MANAGERS STOCK PURCHASE PLAN
1. PURPOSE.
The purpose of this Plan is to allow the participation by certain managers,
supervisors, and other eligible individuals as determined from time to time by
the Company in the Company's success and increase the incentive for such persons
to make major contributions to the Company by providing them with the
opportunity to acquire equity interests in the Company in the manner
contemplated by this Plan.
2. DEFINITIONS.
As used in this Plan, the following definitions shall apply:
"BOARD" means the Board of Directors of UPS and, when appropriate, the
Executive Committee of the Board of Directors, acting for the Board.
"CURRENT PRICE" with regard to a share of UPS Common Stock at any time
means the price per share at which the Board has most recently authorized
UPS to purchase UPS Common Stock from shareowners. In determining the price
of a share of UPS Common Stock, the Board may consider a variety of
factors, including past and current earnings, earnings estimates, the ratio
of UPS Common Stock to debt of UPS, other factors affecting the business
and outlook of UPS and general economic conditions, as well as opinions
furnished from time to time by investment counselors and other experts. The
Board shall not be required to follow any predetermined formula, but rather
shall have discretion to exercise its judgment in light of the long-term
interests of UPS and its shareowners and the incentive purposes of the
Plan. With regard to a share of OPL Common Stock, Current Price at any time
means the net book value per share of OPL Common Stock as determined from
OPL's most recent audited balance sheet as reported in OPL's most recently
published Annual Report mailed to its shareowners or otherwise generally
made available to OPL's shareowners.
"OPL" means Overseas Partners Ltd., a Bermuda corporation.
"OPL COMMON STOCK" means Common Stock of OPL, par value of $0.10 per
share.
"PLAN" means this UNITED PARCEL SERVICE OF AMERICA, INC. 1997 Managers
Stock Purchase Plan, as the same may be amended, modified or supplemented
from time to time.
"SUBSIDIARIES" means any corporation, limited liability company or
other business entity more than fifty percent (50%) of whose outstanding
voting securities is owned by UPS or by one or more of UPS's other
Subsidiaries.
"UNIT" means one share of UPS Common Stock and one-fourth share of OPL
Common Stock.
"UNIT PRICE" means the sum of the Current Price of one share of UPS
Common Stock and the Current Price of one-fourth share of OPL Common Stock.
"UPS" or "Company" means UNITED PARCEL SERVICE OF AMERICA, INC., a
Delaware corporation, and, if applicable, its Subsidiaries.
"UPS COMMON STOCK" means Common Stock of UPS, par value $0.10 per
share.
"UPS EMPLOYEES STOCK PLAN" means the UPS 1997 Employees Stock Purchase
Plan created by the Board in 1996 for certain employees of UPS, and any
other such plans as may be created from time to time by the Board.
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"UPS INCENTIVE PLAN" means that certain incentive plan created by the
Board for certain managers and supervisors of UPS, and any other such plans
as may be created from time to time by the Board.
"UPS MANAGERS STOCK TRUST" means a trust arrangement established by
agreements conforming to the trust agreement amended and restated as of
August, 1995, and all amendments thereto, among certain employees of UPS
and First Union National Bank, Philadelphia, PA ("First Union") (formerly
First Fidelity Bank, N.A.), as Trustee, or any successor trust arrangement.
The current form of UPS Managers Stock Trust shall be provided to an
eligible participant under the Plan, without charge, upon his or her oral
or written request directed to: Shareowner Relations, United Parcel Service
of America, Inc., 55 Glenlake Parkway, NE, Atlanta, Georgia 30328, (404)
828-6000, or such other location as UPS may determine from time to time.
"UPS 1991 STOCK OPTION PLAN" means the 1991 stock option plan created
by the Board, as amended from time to time.
"UPS STOCK OPTION PLAN" means the UPS 1991 Stock Option Plan and the
1996 stock option plan created by the Board, and any other such plans as
may be created from time to time by the Board.
3. PLAN ADOPTION; TERM; ADMINISTRATION.
A. This Plan shall become effective upon adoption by the Board and upon the
effectiveness of the applicable registration statement registering this
offering.
B. This Plan shall continue for an indefinite period until terminated by
UPS pursuant to the terms hereof.
C. This Plan shall be administered by the Board, or a committee of the
Board to which the Board may delegate such responsibility from time to time and
whose committee members will be appointed by the Board from time to time, or by
the applicable employees of a department of UPS (such as, for example, the UPS
Shareowner Relations Department) to which the responsibility for administration
of the Plan has been assigned from time to time. The Plan shall be administered
in such manner as the then applicable administrator may determine from time to
time in accordance with the Plan. Eligible participants in the Plan may obtain
additional information about the Plan and direct questions concerning the Plan
to UPS at: Shareowner Relations, United Parcel Service of America, Inc., 55
Glenlake Parkway, N.E., Atlanta, Georgia 30328, (404) 828-6000.
4. ELIGIBILITY.
A. Eligibility in the Plan shall be limited to the persons described in
this Section 4 or otherwise in a Prospectus to which this Plan relates
("eligible participants"). Subject to the foregoing, eligibility in the Plan for
subscription to Units shall be limited to the following persons:
(i) managers and supervisors of UPS who have received awards under the
UPS Incentive Plan for distribution in the calendar year in which a
subscription for Units is received by UPS, and who, on the date on which
their respective subscriptions are accepted by UPS and OPL, are actively
employed as UPS managers or supervisors and beneficially own shares of both
UPS Common Stock and OPL Common Stock; and,
(ii) other individuals as determined from time to time by UPS who
qualify as "employees" of UPS and/or its Subsidiaries for purposes of
Regulation M promulgated by the U.S. Securities and Exchange Commission, as
amended from time to time ("Eligible Selected Individuals"), including but
not limited to, eligible non-employee members of the Board, in the sole
discretion of UPS.
B. Notwithstanding Subsection A(i) above, inactive managers or supervisors
who otherwise meet the eligibility requirements in Subsection A above may, from
time to time, be deemed eligible to participate in the Plan in the sole
discretion of the Board or a committee of the Board.
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C. In addition to purchasing Units individually, a manager or supervisor
who is eligible to participate in the Plan may direct a trustee or custodian (an
"eligible fiduciary") of his or her self-directed individual retirement account
(within the meaning of Section 408(a) of the Internal Revenue Code) to subscribe
to Units under this Plan as long as such individual retirement account provides
that the eligible fiduciary may purchase and sell only upon the direction of the
eligible manager or supervisor under such account, and the terms of the
individual retirement account provide that the UPS Common Stock and OPL Common
Stock held by the account will not be commingled with other property, including
a common trust fund or common investment fund within the meaning of Section
408(a)(5) of the Internal Revenue Code which holds other individual retirement
account assets or the assets of employee benefit plans exempt from taxation
under Section 401(a) of the Internal Revenue Code. Eligible fiduciaries of
individual retirement accounts of eligible managers or supervisors may subscribe
to Units only for individual retirement accounts of such employees and only upon
the direction of an eligible manager or supervisor. Any eligible fiduciary shall
provide such information as UPS and OPL may require to establish such
fiduciary's status as such, which may include information regarding the
establishment of the individual retirement account and the eligible fiduciary's
authority to act in accordance with the instructions of the directing eligible
manager or supervisor. In addition, UPS reserves the right, in its sole
discretion, to permit, from time to time, Eligible Selected Individuals and
their eligible fiduciaries, including, but not limited to, eligible non-employee
members of the Board, to participate in the Plan upon the same terms as eligible
managers or supervisors and their eligible fiduciaries hereunder. Except as may
be provided herein, eligible participants may subscribe to Units only for their
own account and not for the account of any other person.
D. Eligibility in the Plan for subscription to shares of OPL Common Stock
sold separately shall be limited to participants in the UPS Stock Option Plan
who have exercised options to acquire UPS Common Stock in the calendar year in
which the subscription for OPL Common Stock is received by OPL. Such eligible
participants may subscribe to shares of OPL Common Stock only for their own
account and not for the account of any other person. The only way to subscribe
to shares of such OPL Common Stock pursuant to this Plan is by cash
subscription.
5. LIMITATION ON NUMBER OF UNITS.
Except for purchases of OPL Common Stock by eligible participants in the
UPS Stock Option Plan as provided herein, UPS Common Stock and OPL Common Stock
held by or acquired by UPS or OPL, as the case may be, are subject to purchase
in Units under the Plan. The availability of such Units for purchase under this
Plan, and the availability of OPL Common Stock for purchase in connection with
the UPS Stock Option Plan, are subject, however, to the corporate needs of UPS
and OPL, as the case may be, for such shares, such as for distributions of
shares of UPS Common Stock and/or OPL Common Stock (i) to participants in the
UPS Incentive Plan; and (ii) to fulfill UPS's obligations under the UPS Stock
Option Plan. Availability of shares of UPS Common Stock by UPS and OPL Common
Stock by OPL will be determined by them in their discretion.
6. PURCHASE PRICE; DELIVERY OF SHARES; PAYMENT.
A. The purchase price for each Unit shall equal the Unit Price. The Unit
Price shall change from time to time to reflect changes in the Current Price of
either UPS Common Stock or OPL Common Stock. The purchase price for each share
of OPL Common Stock purchased in connection with the UPS Stock Option Plan shall
equal the Current Price of a share of OPL Common Stock at the time that OPL
accepts a subscription. The subscription price will change from time to time, to
reflect changes in the Current Price of OPL Common Stock. The total subscription
price will equal the product of the Current Price of a share of OPL Common Stock
multiplied by the number of shares.
B. Payment of the purchase price for Units purchased shall be made either
by cash subscription or, subject to legal restrictions in certain states, by
payroll deduction subscription, in integral multiples of four Units. In the case
of payroll deduction subscriptions, the minimum annual purchase shall be four
Units and the maximum shall be 10,000 Units. Only eligible managers or
supervisors, and not eligible fiduciaries, may subscribe by payroll deduction,
by delivering a properly completed and fully executed Subscription Agreement
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and Payroll Deduction Authorization in the form accompanying the Prospectus to
which this Plan relates (the "Subscription Agreement and Payroll Deduction
Authorization"). In the case of cash subscriptions, an eligible manager or
supervisor (either individually or through his or her eligible fiduciary) may
subscribe to the purchase of not less than a total of 20 nor more than 10,000
Units annually by delivering a fully executed subscription agreement in the form
accompanying the Prospectus to which this Plan relates (the "Cash Subscription
Agreement"), together with a check or money order payable to "First Union
National Bank" as Transfer Agent for the aggregate Unit Price of the total Units
subscribed to. Units must be purchased in integral multiples of four.
C. In general, an eligible participant purchasing OPL Common Stock in
connection with the UPS Stock Option Plan may subscribe, during a specified
period, to purchase a number of shares of OPL Common Stock equal to one-fourth
of the number of Net Shares of UPS Common Stock (as defined below) received upon
exercise of options in the calendar year ("Option Exercise Year") in which the
subscription for OPL shares is received by OPL. If this calculation results in a
number of shares including a fractional share, the amount will be rounded up to
the next whole share. In the case of cash exercises of options, Net Shares means
the number of shares of UPS Common Stock received upon exercise. In the case of
exercises of options using previously owned shares, Net Shares means the number
of shares of UPS Common Stock received upon exercise of options reduced by the
number of shares of UPS Common Stock used to exercise the options.
The subscription period for the shares of OPL Common Stock shall be from
May 15 to July 15 of an Option Exercise Year (the "Subscription Period"). UPS
will notify eligible participants purchasing OPL Common Stock in connection with
the UPS Stock Option Plan by letter of the maximum number of shares of OPL
Common Stock to which they may subscribe prior to May 15 of such Option Exercise
Year. A cash subscription agreement shall accompany each letter. The eligible
participant may, at any time during the Subscription Period, subscribe to any
number of shares of OPL Common Stock up to the maximum amount stated in the
letter by delivery to First Union, as Transfer Agent, of the fully executed
subscription agreement (the "OPL Subscription Agreement"). The Current Price of
the shares may be paid only in cash, and thus, a bank cashier's or personal
check or money order payable to "First Union National Bank", as Transfer Agent,
must accompany the OPL Subscription Agreement. No subscription for fractional
shares will be accepted.
D. All shares of UPS Common Stock shall be subject to the UPS Managers
Stock Trust. As a condition to the receipt of UPS Common Stock, the subscriber
shall execute and deliver to the Trustee of the UPS Managers Stock Trust a trust
deposit agreement in the form used by UPS from time to time. UPS shall then
deposit with or deliver to the Trustee the UPS Common Stock so issued to be held
by the Trustee in trust for such subscriber's benefit pursuant and subject to
the terms of the UPS Managers Stock Trust Agreement. The OPL shares will be
deposited with First Union, as Custodian for each subscriber.
7. ACCEPTANCE OF SUBSCRIPTIONS BY UPS AND OPL.
A. No subscription for the purchase of Units or shares of OPL Common Stock
will become binding upon UPS or OPL until it has been accepted by both UPS and
OPL in the case of Units, or by OPL, in the case of shares of OPL Common Stock
sold separately. UPS and OPL reserve the right, in the individual discretion of
each, to accept or reject any subscription in part or in its entirety.
B. UPS's and OPL's acceptance of a cash subscription will take place upon
the mailing to the subscriber of a notice of acceptance, confirming their
acceptance of the subscription, and showing the number and Current Prices of the
UPS Common Stock and OPL Common Stock sold to the subscriber ("Notice of
Acceptance"). In the case of subscriptions for shares of OPL Common Stock, OPL's
acceptance will occur promptly after the close of the Subscription Period of an
Option Exercise Year. Payroll deduction subscriptions will be accepted, if at
all, only when UPS and OPL record the purchase on their respective books. The
subscriber will be advised of the acceptance of his or her subscription by an
account statement or receipt from First Union, as Trustee under the UPS Managers
Stock Trust and as Custodian for shares of OPL Common Stock, indicating the
number of shares of UPS Common Stock and/or OPL Common Stock newly allocated to
his or her account. The account statement or receipt will be mailed to the
subscriber as soon as practicable after the purchase date. UPS and OPL may
adopt, in their discretion, and shall communicate to
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subscribers by means of a Prospectus, rules governing the timing of deductions,
the dates for purchases, the rejection of subscriptions and all other matters
incident to the subscription for Units by means of payroll deduction.
C. Neither UPS nor OPL will accept a subscription submitted on a Cash
Subscription Agreement until the subscriber's check or money order has been
collected. If any check or money order submitted as payment cannot be collected,
UPS and OPL may, in their discretion, return the subscription documents or
request the subscriber to forward cash or wire funds in the amount of his or her
payment.
D. If a cash subscription is submitted for a number of Units not evenly
divisible by four, resulting in a subscription for a fractional number of shares
of OPL Common Stock, UPS and OPL may, at their option, (i) reject the
subscription in full; (ii) notify the subscriber and allow him or her the
opportunity to remit the additional amount to equal the aggregate Unit Price of
an integral multiple of four Units; or (iii) fulfill the subscription for the
purchase of the maximum number of Units wholly divisible by four for which
payment has been received, and refund any excess monies to the subscriber,
without interest. Once UPS has accepted a subscription, it will forward the
subscription to OPL, for acceptance or rejection. Currently, UPS and OPL intend
to reject subscriptions that are not for integral multiples of four Units. In
the event that UPS or OPL rejects a subscription, the Cash Subscription
Agreement will be returned to the subscriber by UPS or OPL, as the case may be,
and the subscription check will be returned to the subscriber by First Union,
without interest.
8. NORMAL PROCESSING AND ACCEPTANCE OF SUBSCRIPTIONS.
A. In the case of Units, the process of reviewing cash purchase
subscriptions to determine acceptability and the mailing of Notices of
Acceptance as provided herein may require up to 15 days after UPS receives the
subscription. Eligible managers or supervisors and eligible fiduciaries whose
cash purchase subscriptions for Units are received less than 15 days prior to a
change in the Current Price of UPS Common Stock or OPL Common Stock may incur an
increase in the Unit Price of Units or in the Current Price of the OPL Common
Stock to which they subscribe. Similarly, cash purchase subscriptions for Units
received less than 15 days prior to the record date of a dividend on UPS Common
Stock or OPL Common Stock may not be processed in time to enable the subscriber
to receive the dividend. UPS and OPL shall in no event be liable for any costs
or damages to such subscriber due to such changes in price or the failure to
receive such dividends.
B. The process of reviewing payroll deduction subscriptions to determine
acceptability, and arranging the deduction of the Unit Price and any adjustments
thereto from salary payments normally requires up to 30 days. A Subscription
Agreement and Payroll Deduction Authorization providing for the quarterly
subscription to Units will, if otherwise acceptable, be effected beginning in
the month following its receipt by UPS. Payroll deduction subscriptions to Units
to be paid for by deductions from payments other than salary payments, if
otherwise acceptable, will be effected subject to timing requirements
established by UPS and communicated to subscribers (whether pursuant to a
Prospectus or otherwise).
9. DELAYED ACCEPTANCE OF SUBSCRIPTIONS.
A. If a delay in the ability of UPS and/or OPL to accept subscriptions
within the normal processing period arises due to a determination by UPS or OPL,
in their discretion, that there are not a sufficient number of shares of UPS
Common Stock and/or OPL Common Stock available to satisfy all subscriptions for
Units or shares of OPL Common Stock which UPS and OPL have accepted or which
they anticipate accepting in any period, OPL will first fill subscriptions for
OPL Common Stock with the OPL shares available as subscriptions for such shares
are received. UPS and OPL will then fill subscriptions for Units as such
subscriptions are received in accordance with the election provided in
Subsections B or C below.
B. Subscribers shall be given the opportunity to elect on the Cash
Subscription Agreement one of the following choices to be effective in the event
that UPS or OPL makes a determination that there are not enough shares to
satisfy such subscription:
1. To allow UPS and OPL to substitute for such unavailable UPS or OPL
shares, as many available shares as possible having a value equal to or
less than the value of the unavailable shares and return to the
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subscriber any amount, without interest, of the subscription relating to
any fractional amount of available shares that would result from such
substitution;
2. To allow UPS and OPL to fill his/her subscription for Units with
the available shares allocable to such Units and return to the subscriber
the amount, without interest, of the subscription allocable to the
unavailable shares; or
3. To require UPS and OPL to cancel his/her Cash Subscription
Agreement and return his/her check or money order, without interest.
If no election is made on a Subscription Agreement, UPS and OPL will reject
the Subscription Agreement as provided in Subsection D.
C. Subscribers by means of payroll deductions shall be given the
opportunity to elect on the Subscription Agreement and Payroll Deduction
Authorization one of the following choices to be effective in the event that UPS
or OPL makes a determination that there are not enough shares to satisfy such
subscription:
1. To allow UPS and OPL to substitute for such unavailable UPS or OPL
shares, as many available shares as possible having a value equal to or
less than the value of the unavailable shares;
2. To allow UPS and OPL to fill his/her subscription for Units with
the available shares allocable to such Units; or
3. To require UPS to suspend the subscriber's participation in the
payroll deduction plan until such quarter as there are sufficient Units
available to satisfy his/her subscription.
If no election is made on a payroll deduction subscription agreement, UPS
and OPL will reject the subscription agreement. If a subscriber by means of
payroll deduction makes one of the elections described above, any funds deducted
from his or her salary payments or other items and not used to purchase Units or
available shares will be held by UPS, without interest, until the earlier of:
(1) investment in Units or available shares, as described above, or (2) such
subscriber requests in writing that such funds be returned, without interest, to
him or her.
D. UPS and OPL reserve the right to determine the acceptability of
individual subscriptions. If a subscription is rejected by UPS or OPL or
withdrawn by the subscriber, the subscription price will be returned to the
subscriber without interest. If the subscription is delayed due to questions as
to the acceptability of an individual subscription but is ultimately accepted,
the UPS Common Stock will be delivered to First Union as Trustee under the UPS
Managers Stock Trust and the OPL Common Stock will be delivered to First Union
as Custodian for OPL Common Stock, as described herein. In no event will
interest be paid on account of such subscription payment.
10. EFFECTS OF CHANGES IN CURRENT PRICES OR DIVIDENDS ON UNACCEPTED
SUBSCRIPTIONS.
A. Units. Units will be sold at the Unit Price in effect when the
subscription is accepted by both UPS and OPL. Subscribers who remitted payment
with their Cash Subscription Agreement and whose subscriptions have not been
accepted by UPS and OPL at the time of an increase in the Current Price of
either UPS Common Stock or OPL Common Stock will be notified of the increase,
and the individual subscriber may then choose either (i) to withdraw his or her
subscription, (ii) to pay the additional amount needed to equal the higher
aggregate Unit Price of the Units, or (iii) to reduce to not less than 20 the
number of Units subject to the subscription. If the Current Price of UPS Common
Stock or OPL Common Stock in a Unit decreases at any such time, UPS or OPL, as
applicable will give notice to subscribers of this fact and afford them the
opportunity to withdraw their subscription or, in the alternative, either to
seek a refund of the amounts not needed to pay the aggregate Unit Price of the
Units subscribed to or to increase the number of Units which the subscriber
desires to purchase.
B. In the case of subscriptions for Units to be paid for by means of
payroll deductions, UPS will apply the amount authorized to be deducted from
salary payments or other items to the purchase of the maximum
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number of Units, in integral multiples of four Units, which such amount will
purchase as of the applicable purchase date. With respect to quarterly purchase
dates, the excess of the amount deducted over the aggregate Unit Price of the
Units purchased will be applied to the aggregate Unit Price of Units to be
purchased on the next quarterly purchase date.
C. Subscribers will not be entitled to receive, and no adjustment will be
made on account of, any cash or stock dividend made payable to shareowners of
record on a date preceding acceptance of subscriptions (including where
subscriptions are accepted on a purchase date). In the event of a distribution
characterized by the Board or OPL, as the case may be, as a stock split prior to
acceptance of subscriptions which have been received, the price and number of
shares subject to the subscription will be adjusted proportionately.
D. OPL Common Stock. OPL Common Stock will be sold at the Current Price in
effect when the subscription is accepted by OPL. Subscribers who remitted
payment with their OPL Subscription Agreement and whose subscriptions have not
been accepted by OPL at the time of an increase in the Current Price of the OPL
Common Stock will be notified of the increase, and the individual subscriber may
then choose either: (i) to withdraw his/her subscription, (ii) to pay OPL the
additional amount needed to pay the higher subscription price or (iii) to reduce
his/her subscription.
E. Subscribers will not be entitled to receive, and no adjustment will be
made on account of, any cash or stock dividend made payable to shareowners of
record on a date preceding acceptance of subscriptions. In the event of a
distribution characterized by the Board of Directors of OPL as a stock split
prior to acceptance of subscriptions which have been received, the price and
number of shares subject to the subscription will be adjusted proportionately.
11. REJECTION OF SUBSCRIPTIONS.
Notwithstanding any provision of this Plan to the contrary, UPS and OPL, in
their respective absolute discretion, may accept or reject any subscription
until the subscription has been accepted. Upon the rejection of a subscription,
UPS will refund to the subscriber, or if applicable will cause First Union to
refund to the subscriber, without interest, any monies paid by such subscriber
on account of his or her subscription. Subscriptions by payroll deduction are
not accepted until UPS and OPL record the purchase of shares on their respective
books; hence such subscriptions may be rejected even after payroll deductions
have been made.
12. DELIVERY OF THE SHARES FOR THE ACCOUNT OF SUBSCRIBERS UPON ACCEPTANCE.
A. As soon as practicable after both UPS and OPL have accepted a
subscription, (i) UPS will deliver to the Trustee of the UPS Managers Stock
Trust, for the benefit of the subscriber, the UPS Common Stock subscribed to by
the subscriber and(ii) OPL will deliver to the Custodian of the OPL Common
Stock, for the benefit of the subscriber, the OPL Common Stock subscribed to by
the subscriber. A receipt for the UPS Common Stock will be sent to subscribers
by First Union as Trustee under the UPS Managers Stock Trust, and
acknowledgments for the OPL Common Stock will be sent to subscribers by First
Union as Custodian for the OPL Common Stock.
B. The OPL Common Stock will be deposited with First Union as Custodian for
each subscriber. First Union will register the shares in its name and will sell
or otherwise dispose of the shares upon the subscriber's instruction and in
conformity with the restrictions contained in the OPL Bye-Laws. Any cash
dividends and other distributions which may be paid on the OPL Common Stock will
be promptly remitted by First Union, as Custodian, to the subscriber. Until
instructions are received by First Union requesting that the certificates for
OPL Common Stock be delivered to a purchaser, First Union will continue to hold
such shares, as Custodian for the purchaser.
13. RIGHTS OF UPS TO REPURCHASE UPS COMMON STOCK SOLD PURSUANT TO THE PLAN.
Pursuant to UPS's Certificate of Incorporation, UPS has the right to
purchase all or a portion of the shares of UPS Common Stock which a shareowner
seeks to sell or otherwise attempts to transfer for value to a
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third person at the same price and upon the same terms as the shares are
proposed to be sold to the third person. In addition, all of the UPS Common
Stock shall be subject to UPS's purchase rights and the restrictions on
transferability under the UPS Managers Stock Trust. Any transferee of UPS Common
Stock shall hold these shares subject to these rights of purchase by UPS.
14. RIGHTS OF OPL TO REPURCHASE OPL COMMON STOCK SOLD PURSUANT TO THE PLAN
OPL's Bye-Laws provide OPL with the right to purchase all or a portion of
the shares of OPL Common Stock upon a proposed sale or other attempted transfer
for value of those shares, at a price equal to the lesser of the Current Price
of the shares proposed to be sold or the proposed sale price. In addition, OPL's
Bye-Laws afford OPL the right to purchase OPL Common Stock sold pursuant to the
Plan following a shareowner's death, retirement, or other termination of
employment with UPS, OPL, or their respective subsidiaries. A legend describing
OPL's right of purchase may be placed on the certificates representing the OPL
Common Stock. Any transferee of OPL Common Stock shall hold these shares subject
to these rights of purchase by OPL.
15. NO SPECIAL EMPLOYMENT RIGHTS.
Nothing contained in this Plan or any Unit or any share of OPL Common Stock
shall confer upon any manager, supervisor, or other employee any right with
respect to the continuation of his or her employment by UPS or interfere in any
way with the right of UPS at any time to terminate such employment or to
increase or decrease the compensation of the manager, supervisor, or other
employee from the rate in existence at the time of the sale of a Unit or share
of OPL Common Stock.
16. AMENDMENT OF THE PLAN; COMBINATIONS AND RECLASSIFICATION OF SHARES.
A. This Plan may at any time or from time to time be modified, amended,
supplemented or terminated by the Board or its Executive Committee. UPS reserves
the right, in its sole discretion, to change any term or condition of, or
terminate in its entirety, this Plan at any time, or from time to time. The
interpretation of the terms and conditions of this Plan shall be in the sole
discretion of the Board, or any committee of the Board to which the Board has
delegated such responsibility, and any such interpretation which may be made by
the Board or any such committee from time to time is final and binding upon all
offerees and subscribers.
B. If, at any time or from time to time, there shall be a change in the
nature of a share of UPS Common Stock or OPL Common Stock as a result of a
combination or reclassification of such shares, a subdivision of such shares
characterized by the Board or OPL, as the case may be, as a stock split or stock
dividend, or other similar event, then, unless the Board or OPL shall otherwise
expressly determine, the number or type of shares of UPS Common Stock or OPL
Common Stock comprising a Unit shall automatically be changed and adjusted to
reflect such combination, reclassification, subdivision or other event.
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