FedEx Compensation Arrangements with Outside Directors (2009)

Summary

This agreement outlines the compensation for FedEx's non-management (outside) directors. Outside directors receive a quarterly retainer, fees for attending Board and committee meetings (with reduced fees for telephonic attendance), and additional annual fees for committee chairpersons. Each outside director elected at the 2008 annual meeting, or appointed thereafter, receives a stock option for 4,400 shares of FedEx common stock. These arrangements apply for fiscal year 2009 and specify the structure and amounts of director compensation.

EX-10.37 7 c73820exv10w37.htm EXHIBIT 10.37 Filed by Bowne Pure Compliance

Exhibit 10.37

Compensation Arrangements with Outside Directors

Non-management (outside) directors are paid:

	•		a quarterly retainer of $19,375;

	•		$2,000 for each in-person Board meeting attended; and

	•		$2,000 for each in-person committee meeting attended.

Directors who attend a Board or committee meeting telephonically are paid 75% of the applicable in-person meeting fee.

For fiscal 2009, chairpersons of the Compensation, Nominating & Governance and Information Technology Oversight Committees will be paid an additional annual fee of $13,500. The Audit Committee chairperson will be paid an additional annual fee of $22,500.

Each outside director who is elected at FedEx’s 2008 annual meeting will receive a stock option for 4,400 shares of FedEx common stock on the date of the 2008 annual meeting. Any outside director appointed to the Board after the 2008 annual meeting will receive a stock option for 4,400 shares of FedEx common stock upon his or her appointment.