FedEx Compensation Arrangements with Outside Directors (2009)

Summary

FedEx has established compensation terms for its non-management (outside) directors. These directors receive a quarterly retainer, fees for attending Board and committee meetings (with reduced fees for telephonic participation), and additional annual fees for committee chairpersons. Outside directors elected at the 2009 annual meeting, or appointed thereafter, are also granted stock options for 6,440 shares of FedEx common stock. The agreement outlines the payment structure and stock option grants for outside directors serving on the FedEx Board.

EX-10.43 5 c87681exv10w43.htm EXHIBIT 10.43 Exhibit 10.43

Exhibit 10.43

Compensation Arrangements with Outside Directors

Non-management (outside) directors are paid:

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a quarterly retainer of $19,375;

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

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$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 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 2009 annual meeting will receive a stock option for 6,440 shares of FedEx common stock on the date of the 2009 annual meeting. Any outside director appointed to the Board after the 2009 annual meeting will receive a stock option for 6,440 shares of FedEx common stock upon his or her appointment.