EX-101 INSTANCE DOCUMENT

EX-10.1 2 d456372dex101.htm COMPENSATION ARRANGEMENTS WITH OUTSIDE DIRECTORS Compensation Arrangements with Outside Directors

Exhibit 10.1

Compensation Arrangements with Outside Directors

In September 2012, the Board of Directors and its Compensation Committee conducted their annual review of non-management (outside) director compensation and approved no change in the quarterly retainer, meeting fees or committee chairperson fees. Accordingly, outside directors continue to be paid:

•

a quarterly retainer of $20,000;

•

$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.

Chairpersons of the Compensation, Nominating & Governance and Information Technology Oversight Committees are paid an additional annual fee of $13,500. The Audit Committee chairperson is paid an additional annual fee of $22,500. In addition, each outside director who was elected at FedEx’s 2012 annual meeting received a stock option for 4,720 shares of FedEx common stock.