Exhibit 10.35
FEDEX CORPORATION
RETIREMENT PARITY PENSION PLAN
Effective Date
June 1, 1993
As
Amended and Restated
Effective June 1, 2008
Section 1. Purpose and Description . Federal Express
Corporation, a Delaware corporation (the “Company”),
established, effective June 1, 1993 (the “Effective
Date”), the Federal Express Corporation Retirement Parity
Pension Plan (the “Plan”). The Plan was amended,
effective June 1, 1994, to increase the benefit provided from
80% to 100% of the difference of the “Unreduced
Benefit” less the “Maximum Benefit,” as both
terms are defined below. The Plan was amended and restated,
effective June 1, 1996 to provide for the inclusion of
Managing Directors, in addition to Officers, under the terms of the
Plan. The Plan was restated, effective February 1, 1998 to
provide for the inclusion of Managing Directors and Officers of
FedEx Corporation (formerly FDX Corporation) and, effective
December 1, 1998, Managing Directors and Officers of FedEx
Global Logistics, Inc. (formerly FDX Global Logistics, Inc.), under
the terms of the Plan. The Plan was restated, effective
June 1, 1999, to conform the Plan to previous amendments and
to provide that, upon retirement, an eligible Officer or Managing
Director may elect certain lump-sum and installment distributions
in lieu of receiving benefits in the same manner as such benefits
would be paid from the Qualified Pension Plan. The Plan provisions,
as in effect immediately prior to June 1, 1999, remained in
effect for anyone who was not actively employed by the Company,
FedEx Corporation, or FedEx Global Logistics, Inc. as an Officer or
Managing Director on or after that date, unless the Plan
specifically provides otherwise.
Effective
May 31, 2003, the FedEx Ground Package System, Inc. and
Certain Affiliates 401(a)(17) Benefit Plan and the FedEx Ground
Package System, Inc. and Certain Affiliates Excess Plan were merged
with and into the Plan and name of the Plan was changed to the
FedEx Corporation Retirement Parity Pension Plan. The provisions of
the merged plan applicable to the employees participating in the
FedEx Ground Package System, Inc. and Certain Affiliates 401(a)(17)
Benefit Plan continue to be set forth in Appendix A and the
FedEx Ground Package System, Inc. and Certain Affiliates Excess
Plan continue to be set forth in Appendix B. The provisions of
Appendix A and Appendix B are applicable to the employees
of FedEx Ground Package System, Inc., FedEx Custom Critical, Inc.,
FedEx Supply Chain Services, Inc., AutoQuik, Inc. and Urgent
Freight, Inc.
Effective
June 1, 2003, the Plan was amended in order to establish the
provisions applicable to that portion of an eligible
Officer’s or Managing Director’s accrued benefit which
is determined pursuant to Appendix E of the Qualified Pension
Plan (“Portable Pension Account”) beginning on or after
June 1, 2003.
The Plan is
hereby restated, effective June 1, 2008, to conform the Plan
to the terms of the Qualified Pension Plan and to provide for
benefit accruals and benefit payments beginning June 1,
2008.
The Plan is
intended to be an “employee benefit pension plan,” as
defined in § 3(2) of the Employee Retirement Income Security
Act of 1974 (“ERISA”), and a plan that is
“unfunded and is maintained primarily for the purpose of
providing deferred compensation for a select group of management or
highly compensated employees,” as provided in §§
201, 301 and 401 of ERISA and the Department of Labor regulations
promulgated under ERISA and is intended to comply with Internal
Revenue Code § 409A. The benefits provided by the Plan are not
funded, but shall be payable when due out of the assets of the
Company as general, unsecured obligations of the Company.
Unless
otherwise provided herein, defined terms used in this Plan shall
have the same meaning attributed to such terms in the Qualified
Pension Plan and the Federal Express Corporation Nonqualified
Disability Plan for Officers (the “Officers Nonqualified
Disability Plan”), as applicable.
Section 2. Eligibility . Prior to June 1, 2008,
any employee of a participating employer (which shall mean the
Company; on or after February 1, 1998, FedEx Corporation; on
or after December 1, 1998, FedEx Global Logistics, Inc.; on or
after March 1, 2000, FedEx Trade Networks, Inc., and FedEx
Trade Networks Transport & Brokerage, Inc. (formerly, Tower
Group International, Inc.); on or after May 1, 2000, World
Tariff, Limited; on or after June 1, 2000, FedEx Corporate
Services, Inc.; on or after March 1, 2001, FedEx Freight
Corporation; on or after April 11, 2001, FedEx Trade Networks
Trade Services, Inc.; on or after May 31, 2003, FedEx Ground
Package System, Inc., FedEx Custom Critical, Inc., FedEx Supply
Chain Services, Inc., AutoQuik, Inc. and Urgent Freight, Inc.; on
or after June 1, 2001, Federal Express Virgin Islands, Inc.;
on or after September 12, 2004, FedEx SmartPost, Inc.; on or
after June 1, 2006, FedEx Customer Information Services, Inc.;
and on or after November 15, 2006, FedEx Truckload Brokerage,
Inc.) other than an Officer or Managing Director the terms of whose
employment are governed by the collective bargaining agreement
between the Company and the Fedex Pilots Association effective May
31, 1999 (“Agreement”) or any successor agreement
thereto, who serves as an Officer after the Effective Date or,
after June 1, 1996, as a Managing Director, has served as an
Officer and/or Managing Director for a combined period of five
consecutive years, including service prior to the Effective Date,
and is an active participant in the FedEx Corporation
Employees’ Pension Plan, as it currently exists and as it may
be amended from time to time (the “Qualified Pension
Plan”), shall be eligible for the benefit described in
subsection (c) of Section 3 below, subject to subsection
(a) of Section 3. In addition, an Officer described above
shall be eligible for the benefit described in subsection
(d) of Section 3 below, subject to subsection (b) of
Section 3.
The foregoing
to the contrary notwithstanding, an employee of FedEx Custom
Critical, Inc., AutoQuik, Inc., UrgentFreight, Inc., FedEx
Truckload Brokerage, Inc. or FedEx Supply Chain Services, Inc. who
is an Officer of either company prior to June 1, 2008 shall be
eligible to participate in the Plan as provided in
Section 1.12 of Appendix A to the Plan and
Section 1.12 of Appendix B to the Plan. No employee of
FedEx Custom Critical, Inc., AutoQuik, Inc., UrgentFreight, Inc.,
FedEx Truckload Brokerage, Inc. or FedEx Supply Chain Services,
Inc. who was or is a Managing Director shall be eligible to
participate in this Plan prior to June 1, 2008, unless
(i) s/he was an Officer of one of these companies prior to
June 1, 2008, or (ii) s/he was an Officer or Managing
Director of another participating employer and has a combined
period of five consecutive years as an Officer or Managing Director
with all Controlled Group Members prior to June 1, 2008.
H
For the
purpose of this Plan, the term “Officer” shall mean an
officer of a participating employer elected to the position of
vice-president or above, as evidenced in the minutes of each
respective participating employer’s board of directors. The
term “Managing Director” shall, for the purpose of this
Plan, mean an employee of the Company or another participating
employer who has been appointed to the position of managing
director, as evidenced in the affected participating
employer’s personnel information system, and shall also mean
an employee having the title of “Staff Director” or
“Director”.
In determining
whether an Officer or Managing Director has served in such capacity
for a combined period of five consecutive years, such
Officer’s or Managing Director’s service with any
Controlled Group Member (as that term is defined in the Qualified
Pension Plan) shall be taken into account.
Any Eligible
Employee of a Sponsoring Employer who, as of June 1, 2008 or
later, serves as an Officer or a Managing Director shall be
eligible for the benefit described in Section 4 below as of
the later of (i) the date on which such individual is employed
as an Officer or Managing Director, (ii) the date on which
such individual becomes a participant in the Qualified Pension
Plan, as it currently exists and as it may be amended from time to
time, or (iii) June 1, 2008. An Officer of Managing
Director who becomes a participant in this Plan on or after
June 1, 2008 shall be vested in his benefit upon the
completion of three (3) consecutive years as an Officer or
Managing Director. An Officer or Managing Director (i) whose
Separation From Service occurs prior to the completion of three
(3) consecutive years as an Officer or Managing Director, or
(ii) who ceases to be an Officer or Managing Director prior to
the completion of three (3) consecutive years as an Officer or
Managing Director shall not be eligible to receive a benefit under
this Plan. A participant who was vested prior to June 1, 2008
will continue to be vested in the Plan benefit thereafter.
Section 3. Benefit Amount and Limitations;
Traditional Pension Benefit .
(a) No
benefits shall be accrued under the Traditional Pension Benefit
formula and this Section 3 after May 31, 2008. Benefits
which have been accrued under this Section by an eligible Officer
or Managing Director through May 31, 2008 shall be payable as
described in Section 5, Section 6 or Section 7 of
the Plan.
Portable
Pension Account benefits accrued by an eligible Officer or Managing
Director on or after June 1, 2003 shall be as described in
Section 4, below.
(b) The
Traditional Pension Benefit formula for an eligible Officer or
Managing Director of FedEx Ground Package System, Inc. or FedEx
SmartPost, Inc. or an eligible Officer of FedEx Custom Critical,
Inc., AutoQuik, Inc., UrgentFreight, Inc. FedEx Truckload
Brokerage, Inc. or FedEx Supply Chain Services, Inc. shall be as
described in Appendix A and Appendix B to the Plan. No
benefits shall be accrued under Appendix A and Appendix B
to this Plan after May 31, 2008. Benefits which have been
accrued under either Appendix by an eligible Officer or Managing
Director through May 31, 2008 shall be payable as described in
Section 5, Section 6 or Section 7 of the Plan.
Portable
Pension Account benefits accrued by an eligible Officer or Managing
Director on or after June 1, 2003 shall be as described in
Section 4, below.
(c) An
Officer or Managing Director who meets the eligibility requirements
of Section 2 above and who has an accrued benefit under the
Traditional Pension Benefit (as that term is defined in
Section 1.12 of Appendix E to the Qualified Pension Plan
or Section 1.12 of Appendix G to the Qualified Pension
Plan) provisions of the Qualified Pension Plan shall, regardless of
whether such benefit under the Qualified Pension Plan has been
reduced due to the limits imposed by Internal Revenue Code
(“Code”) § 415 (limitations on benefits) or §
401(a)(17) (limitations on annual compensation), be paid from the
Plan a benefit equal to 100% of the difference between the
Unreduced Benefit and the Maximum Benefit.
For the
purpose of this Section 3, the monthly “Unreduced
Benefit” shall mean the benefit that would be provided to the
Officer or Managing Director pursuant to the Traditional Pension
Benefit provisions of the Qualified Pension Plan, except that
(1) if applicable, the Unreduced Benefit shall be calculated
without regard to the limits imposed by Internal Revenue Code (the
“Code”) § 415 (limitations on benefits) and §
401(a)(17) (annual compensation limit), and (2) “Average
Compensation” taken into account with respect to a
participating Officer or Managing Director shall have the same
meaning as set forth under the Qualified Pension Plan, but shall
not be limited by the application of Code § 401(a)(17), except
that, with respect to Officers or Managing Directors who
(i) are actively employed by a participating employer as
Officers or Managing Directors on or after June 1, 1999,
(ii) except for those employees who are Officers or Managing
Directors as of April 27, 2000, are not Officers or Managing
Directors the terms of whose employment are governed by the
collective bargaining agreement between Federal Express Corporation
and the Fedex Pilots Association effective May 31, 1999 (or
any successor agreement thereto), (iii) retire on or after
June 1, 1999, and (iv) were participants in this Plan
prior to June 1, 2008, the number of whole calendar years over
which the arithmetic average is determined shall be three
(3) years instead of five (5) years.
For the
purpose of this Section 3, the monthly “Maximum
Benefit” shall mean the benefit actually provided to the
Officer or Managing Director under the Traditional Pension Benefit
provisions of the Qualified Pension Plan.
(d) In
addition to the benefit described in subsection (3)(c) above, with
respect to that portion of the accrued benefit of an Officer who
meets the eligibility requirements of Section 2 above and who
has an accrued benefit under the Traditional Pension Benefit
provisions of the Qualified Pension Plan, shall also be paid from
this Plan the difference between such Officer’s Maximum
Benefit under the Traditional Pension Benefit provisions of the
Qualified Pension Plan and what such Officer’s Maximum
Benefit would have been had such Officer received credit for a Year
of Service under the Traditional Pension Benefit provisions of the
Qualified Pension Plan for each year that such Officer is eligible
to receive, and does in fact receive, a benefit under the Federal
Express Corporation Nonqualified Disability Plan for Officers, as
it currently exists or as it may be amended from time to time (the
“Officers Nonqualified Disability Plan”).
For purposes
of determining eligibility for an increased benefit as contemplated
by this subsection, such increased benefit shall be provided for
each Plan Year during which an Officer’s Hours of Service
under the Qualified Pension Plan plus such Officer’s
“Phantom Hours of Service” while receiving benefits
under the Officers Nonqualified Disability Plan are equal to a Year
of Service under the Qualified Pension Plan. Phantom Hours of
Service shall be credited at the same rate under this subsection as
if the Officer receiving benefits under the Officers Nonqualified
Disability Plan had been actively at work and receiving credit for
Hours of Service under the Qualified Pension Plan. Notwithstanding
the above, an Officer shall not receive credit under this
subsection for the same Plan Year for which such Officer receives
credit for a Year of Service under the Qualified Pension
Plan.
(e) The
foregoing to the contrary notwithstanding, the benefit payable from
this Plan to an employee who was an Officer or Managing Director as
of April 27, 2000 and the terms of whose employment are
governed by the Agreement (or any successor agreement thereto) and
who, as of May 31, 1999, had an accrued benefit under this Plan,
shall be reduced by the total amount of pension benefits payable to
such Officer or Managing Director under the Federal Express
Corporation Pilots’ Money Purchase Pension Plan, the Federal
Express Corporation Non-Qualified Section 415 Excess Pension
Plan for Pilots and the Federal Express Corporation Non-Qualified
Pension Plan for Pilots, pursuant to the terms of the Agreement (or
any successor agreement thereto).
(f) Except as specifically provided herein, this Plan is not
intended to provide any increased benefit which could otherwise be
provided under the Qualified Pension Plan. An Officer’s or
Managing Director’s benefit under this Plan shall be
decreased to the extent that such Officer’s or Managing
Director’s benefit under the Qualified Pension Plan is so
increased.
Section 4. Benefit Amount and Limitations: Parity
Portable Pension Account Benefit .
(a) An
Officer or Managing Director who meets the eligibility requirements
of Section 2 above and who has an accrued benefit under the
Portable Pension Account (as that term is defined in
Section 1.06 of Appendix E to the Qualified Pension Plan
or Section 1.06 of Appendix G to the Qualified Pension
Plan) provisions of the Qualified Pension Plan shall, regardless of
whether such benefit under the Qualified Pension Plan has been
reduced due to the limits imposed by Internal Revenue Code
(“Code”) Section 415 (limitations on benefits) or
Section 401(a)(17) (limitations on annual compensation), be
paid from the Plan a benefit equal to his/her Parity Portable
Pension Account.
The
Parity Portable Pension Account shall be established for each
eligible participant as of the participant’s entry date into
this Plan, and shall be credi
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