FedEx Compensation Arrangements with Outside Directors (2007)

Summary

FedEx has established compensation terms for its non-management (outside) directors starting July 2007. Outside directors will receive a quarterly retainer, fees for attending Board and committee meetings (with different rates for in-person and telephonic attendance), and additional annual fees for committee chairpersons. Directors attending meetings by phone receive a reduced fee. Each outside director elected or appointed in 2007 will also receive a stock option grant for 4,400 shares of FedEx common stock. These arrangements outline the payment structure and stock incentives for FedEx's outside directors.

EX-10.39 5 g08210exv10w39.htm EX-10.39 COMPENSATION ARRANGEMENTS WITH OUTSIDE DIRECTORS Ex-10.39

Exhibit 10.39

Compensation Arrangements with Outside Directors

Beginning in July 2007, non-management (outside) directors will be paid:

	•		a quarterly retainer of $19,375;

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

	•		$1,500 for each telephonic Board meeting attended;

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

	•		$1,500 for each telephonic committee meeting attended.

Directors who attend an in-person Board or committee meeting telephonically will be paid 75% of the applicable in-person meeting fee.

Committee chairpersons of the Compensation, Nominating & Governance and Information Technology Oversight Committees will be paid an additional annual fee of $12,500. The Audit Committee chairperson will be paid an additional annual fee of $20,000. Each outside director who is elected at FedEx’s 2007 annual meeting will receive a stock option for 4,400 shares of FedEx common stock on the date of the 2007 annual meeting. Any outside director appointed to the Board after the 2007 annual meeting will receive a stock option for 4,400 shares of FedEx common stock upon his or her appointment.