SEC Info - United Parcel Service Inc. - ‘10-K’ for 12/31/22

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United Parcel Service Inc. – ‘10-K’ for 12/31/22 – ‘EX-10.17’

On: Tuesday, 2/21/23, at 6:16am ET · For: 12/31/22 · Accession #: 1090727-23-6 · File #: 1-15451

Previous ‘10-K’: ‘10-K’ on 2/22/22 for 12/31/21 · Next & Latest: ‘10-K’ on 2/20/24 for 12/31/23 · 47 References:

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/21/23  United Parcel Service Inc.        10-K       12/31/22  133:27M

Annual Report — Form 10-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   5.53M 
 4: EX-10.17    EX-10.17 Offer of Employment                        HTML     68K 
 5: EX-10.18    EX-10.18 Ups Protective Covenant Agreement          HTML     59K 
 2: EX-10.2     EX-10.2 - Ups 401(K) Savings Plan                   HTML    936K 
 6: EX-10.20    EX-10.20 Ups Management Incentive Program           HTML     76K 
 7: EX-10.21    EX-10.21 Ups Management Incentive Program           HTML     64K 
 3: EX-10.3     EX-10.3 - Ups Restoration Savings Plan              HTML    163K 
 8: EX-21       EX-21 - Subsidiaries of the Registrant              HTML     42K 
 9: EX-23       EX-23 Consent of Deloitte & Touche LLP              HTML     37K 
10: EX-31.1     EX-31.1 - Section 302 - Peo Certification           HTML     42K 
11: EX-31.2     EX-31.2 - Section 302 - Pfo Certification           HTML     42K 
12: EX-32.1     EX-32.1 - Section 906 - Peo Certification           HTML     39K 
13: EX-32.2     EX-32.2 - Section 906 - Pfo Certification           HTML     38K 
19: R1          Cover                                               HTML    112K 
20: R2          Audit Information                                   HTML     43K 
21: R3          Consolidated Balance Sheets                         HTML    167K 
22: R4          Consolidated Balance Sheets (Parenthetical)         HTML     43K 
23: R5          Statements of Consolidated Income                   HTML    105K 
24: R6          Statements of Consolidated Comprehensive Income     HTML     64K 
25: R7          Statements of Consolidated Cash Flows               HTML    142K 
26: R8          Summary of Accounting Policies                      HTML     83K 
27: R9          Revenue Recognition                                 HTML     91K 
28: R10         Marketable Securities and Long-Term Investments     HTML    176K 
29: R11         Property, Plant and Equipment                       HTML     54K 
30: R12         Company-Sponsored Employee Benefit Plans            HTML    521K 
31: R13         Compensation Related Costs, Postemployment          HTML    160K 
                Benefits                                                         
32: R14         Goodwill and Intangible Assets                      HTML     99K 
33: R15         Business Acquisitions                               HTML     59K 
34: R16         Debt and Financing Arrangements                     HTML    151K 
35: R17         Legal Proceedings and Contingencies                 HTML     43K 
36: R18         Leases                                              HTML    158K 
37: R19         Shareowners' Equity                                 HTML    213K 
38: R20         Stock-Based Compensation                            HTML    104K 
39: R21         Segment and Geographic Information                  HTML    121K 
40: R22         Income Taxes                                        HTML    152K 
41: R23         Earnings Per Share                                  HTML     60K 
42: R24         Derivative Instruments and Risk Management          HTML    157K 
43: R25         Transformation Strategy                             HTML     53K 
44: R26         Summary of Accounting Policies (Policies)           HTML    127K 
45: R27         Revenue Recognition (Tables)                        HTML     77K 
46: R28         Marketable Securities and Long-Term Investments     HTML    177K 
                (Tables)                                                         
47: R29         Property, Plant and Equipment (Tables)              HTML     52K 
48: R30         Company-Sponsored Employee Benefit Plans (Tables)   HTML    499K 
49: R31         Multiemployer Employee Benefit Plans (Tables)       HTML    150K 
50: R32         Goodwill and Intangible Assets (Tables)             HTML     98K 
51: R33         Business Acquisitions (Tables)                      HTML     53K 
52: R34         Debt and Financing Arrangements (Tables)            HTML    132K 
53: R35         Leases (Tables)                                     HTML    113K 
54: R36         Shareowners' Equity (Tables)                        HTML    209K 
55: R37         Stock-Based Compensation (Tables)                   HTML     98K 
56: R38         Segment and Geographic Information (Tables)         HTML    116K 
57: R39         Income Taxes (Tables)                               HTML    147K 
58: R40         Earnings Per Share (Tables)                         HTML     59K 
59: R41         Derivative Instruments and Risk Management          HTML    156K 
                (Tables)                                                         
60: R42         Transformation Strategy Costs (Tables)              HTML     52K 
61: R43         SUMMARY OF ACCOUNTING POLICIES - Additional         HTML    136K 
                Information (Details)                                            
62: R44         Revenue Recognition (Details)                       HTML     79K 
63: R45         Revenue Recognition - Narratives (Details)          HTML     52K 
64: R46         MARKETABLE SECURITIES AND LONG-TERM INVESTMENTS -   HTML     84K 
                Summary of Marketable Securities (Details)                       
65: R47         MARKETABLE SECURITIES AND LONG-TERM INVESTMENTS -   HTML     59K 
                Additional Information (Details)                                 
66: R48         MARKETABLE SECURITIES AND LONG-TERM INVESTMENTS -   HTML     65K 
                Age of Gross Unrealized Losses and Fair Value by                 
                Investment Category (Details)                                    
67: R49         MARKETABLE SECURITIES AND LONG-TERM INVESTMENTS -   HTML    120K 
                Amortized Cost and Estimated Fair Value of                       
                Marketable Securities by Contractual Maturity                    
                (Details)                                                        
68: R50         PROPERTY, PLANT AND EQUIPMENT - Schedule of         HTML     63K 
                Property, Plant, and Equipment (Details)                         
69: R51         PROPERTY, PLANT AND EQUIPMENT - Narrative           HTML     72K 
                (Details)                                                        
70: R52         COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS -          HTML    139K 
                Additional Information (Detail)                                  
71: R53         COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS - Net      HTML     84K 
                Periodic Benefit Cost for Company Sponsored                      
                Pension and Postretirement Benefit Plans (Detail)                
72: R54         COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS -          HTML     58K 
                Weighted Average Actuarial Assumptions Used to                   
                Determine the Net Periodic Benefit Cost (Detail)                 
73: R55         COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS -          HTML     52K 
                Weighted Average Actuarial Assumptions Used to                   
                Determine the Benefit Obligations (Detail)                       
74: R56         COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS            HTML     46K 
                COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS - Effects               
                of One Basis Point Change on Projected Benefit                   
                Obligation (Details)                                             
75: R57         COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS - Funded   HTML     95K 
                Status as of the Respective Measurement Dates in                 
                Each Year and the Amounts Recognized in Balance                  
                Sheet (Detail)                                                   
76: R58         COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS -          HTML     61K 
                Projected Benefit Obligation, Accumulated Benefit                
                Obligation, and Fair Value of Plan Assets for                    
                Pension Plans With an Accumulated Benefit                        
                Obligation in Excess of Plan Assets (Detail)                     
77: R59         COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS -          HTML    117K 
                Reconciliation of the Changes in the Plans'                      
                Benefit Obligations and Fair Value of Plan Assets                
                (Detail)                                                         
78: R60         COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS - Fair     HTML    284K 
                Values of U.S. Pension and Postretirement Benefit                
                Plan Assets by Asset Category as Well as the                     
                Percentage That Each Category Comprises of Total                 
                Plan Assets and the Respective Target Allocations                
                (Detail)                                                         
79: R61         COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS - Fair     HTML     67K 
                Value Measurement of Plan Assets Using                           
                Unobservable Inputs (Detail)                                     
80: R62         COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS -          HTML     71K 
                Expected Cash Flows for Pension and Postretirement               
                Benefit Plans (Detail)                                           
81: R63         MULTIEMPLOYER EMPLOYEE BENEFIT PLANS - UPS's        HTML    180K 
                Participation in Multiemployer Plans (Detail)                    
82: R64         MULTIEMPLOYER EMPLOYEE BENEFIT PLANS -              HTML     98K 
                Multi-Employer Health and Welfare Plans (Detail)                 
83: R65         GOODWILL AND INTANGIBLE ASSETS - Allocation of      HTML     57K 
                Goodwill by Reportable Segment (Detail)                          
84: R66         GOODWILL AND INTANGIBLE ASSETS - Additional         HTML     89K 
                Information (Detail)                                             
85: R67         GOODWILL AND INTANGIBLE ASSETS - Summary of         HTML     73K 
                Intangible Assets (Detail)                                       
86: R68         BUSINESS ACQUISITIONS - Fair Value of Assets and    HTML     75K 
                Liabilities Acquired (Details)                                   
87: R69         BUSINESS ACQUISITIONS - Narrative (Details)         HTML     88K 
88: R70         DEBT AND FINANCING ARRANGEMENTS - Additional        HTML    250K 
                Information (Details)                                            
89: R71         DEBT AND FINANCING ARRANGEMENTS - Carrying Value    HTML    184K 
                of Debt Obligations (Details)                                    
90: R72         DEBT AND FINANCING ARRANGEMENTS - Average Interest  HTML     53K 
                Rate (Details)                                                   
91: R73         DEBT AND FINANCING ARRANGEMENTS - Aggregate         HTML     72K 
                Minimum Lease Payments, Annual Principal Payments                
                and Amounts Expected to be Spent for Purchase                    
                Commitments (Details)                                            
92: R74         Legal Proceedings and Contingencies Legal           HTML     41K 
                Proceedings and Contingencies (Details)                          
93: R75         LEASES - Narratives (Details)                       HTML     43K 
94: R76         LEASES - Lease Cost (Details)                       HTML     53K 
95: R77         LEASES - Supplemental Balance Sheet (Details)       HTML     73K 
96: R78         LEASES - Supplemental Cash Flow Disclosures         HTML     49K 
                (Details)                                                        
97: R79         LEASES - Maturity Schedule After Adoption           HTML     86K 
                (Details)                                                        
98: R80         SHAREOWNERS' EQUITY - Additional Information        HTML     81K 
                (Detail)                                                         
99: R81         SHAREOWNERS' EQUITY - Roll-forward of Common        HTML    119K 
                Stock, Additional Paid-in Capital, and Retained                  
                Earnings Accounts (Detail)                                       
100: R82         SHAREOWNERS' EQUITY - Roll-forward of Common        HTML     41K  
                Stock, Additional Paid-in Capital, and Retained                  
                Earnings Accounts (Phantom) (Detail)                             
101: R83         SHAREOWNERS' EQUITY - Activity in Accumulated       HTML     79K  
                Other Comprehensive Income (Loss) (Detail)                       
102: R84         SHAREOWNERS' EQUITY - Activity in Accumulated       HTML     67K  
                Other Comprehensive Income (Loss) (Phantom)                      
                (Detail)                                                         
103: R85         SHAREOWNERS' EQUITY - Reclassification from AOCI    HTML     80K  
                (Details)                                                        
104: R86         SHAREOWNERS' EQUITY - Activity in Deferred          HTML     62K  
                Compensation Program (Detail)                                    
105: R87         STOCK-BASED COMPENSATION - Additional Information   HTML    125K  
                (Detail)                                                         
106: R88         STOCK-BASED COMPENSATION - Restricted Stock Units   HTML     78K  
                Outstanding, Including Reinvested Dividends                      
                (Detail)                                                         
107: R89         STOCK-BASED COMPENSATION - Options to Purchase      HTML     88K  
                Shares of Class A Common Stock Issued and                        
                Outstanding (Detail)                                             
108: R90         STOCK-BASED COMPENSATION - Fair Value of Employee   HTML     57K  
                Stock Options Granted as Determined by                           
                Black-Scholes Valuation Model Assumptions (Detail)               
109: R91         SEGMENT AND GEOGRAPHIC INFORMATION - Additional     HTML     59K  
                Information (Detail)                                             
110: R92         SEGMENT AND GEOGRAPHIC INFORMATION - Segment        HTML     73K  
                Information (Detail)                                             
111: R93         SEGMENT AND GEOGRAPHIC INFORMATION - Revenue by     HTML     80K  
                Product Type (Detail)                                            
112: R94         SEGMENT AND GEOGRAPHIC INFORMATION - Geographic     HTML     52K  
                Information (Detail)                                             
113: R95         INCOME TAXES - Income Tax Expense Benefit           HTML     66K  
                (Details)                                                        
114: R96         INCOME TAXES - Income Before Income Taxes           HTML     47K  
                (Details)                                                        
115: R97         INCOME TAXES - Reconciliation of Statutory Federal  HTML     59K  
                Income Tax Rate to Effective Income Tax Rate                     
                (Details)                                                        
116: R98         INCOME TAXES - Additional Information (Details)     HTML    114K  
117: R99         INCOME TAXES - Deferred Tax Liabilities and Assets  HTML     76K  
                (Details)                                                        
118: R100        INCOME TAXES - U.S. State and Local Operating Loss  HTML     42K  
                and Credit Carryforwards (Details)                               
119: R101        INCOME TAXES - Summarized Activity Related to       HTML     65K  
                Unrecognized Tax Benefits (Details)                              
120: R102        EARNINGS PER SHARE - Computation of Basic and       HTML     85K  
                Diluted Earnings Per Share (Detail)                              
121: R103        EARNINGS PER SHARE - Additional Information         HTML     40K  
                (Detail)                                                         
122: R104        DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT -        HTML     48K  
                Additional Information (Detail)                                  
123: R105        DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT -        HTML     58K  
                Notional Amounts of Outstanding Derivative                       
                Positions (Detail)                                               
124: R106        DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT -        HTML     77K  
                Balance sheet location of derivative assets and                  
                liabilities and their related fair values (Detail)               
125: R107        DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT -        HTML     51K  
                Amount and Location in the Income Statement for                  
                Derivatives Designed as Cash Flow Hedges (Detail)                
126: R108        DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT -        HTML     81K  
                Amount Recorded in Income Statements for Foreign                 
                Currency Forward Contracts Not Designated as                     
                Hedges (Detail)                                                  
127: R109        DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT -        HTML     63K  
                Amount and Location in the Income Statement for                  
                Derivatives Designated as Fair Value Hedges                      
                (Detail)                                                         
128: R110        Transformation Strategy Transformation Strategy     HTML     47K  
                Costs (Details)                                                  
131: XML         IDEA XML File -- Filing Summary                      XML    246K  
129: XML         XBRL Instance -- ups-20221231_htm                    XML   8.48M  
130: EXCEL       IDEA Workbook of Financial Reports                  XLSX    346K  
15: EX-101.CAL  XBRL Calculations -- ups-20221231_cal                XML    360K 
16: EX-101.DEF  XBRL Definitions -- ups-20221231_def                 XML   2.08M 
17: EX-101.LAB  XBRL Labels -- ups-20221231_lab                      XML   3.75M 
18: EX-101.PRE  XBRL Presentations -- ups-20221231_pre               XML   2.51M 
14: EX-101.SCH  XBRL Schema -- ups-20221231                          XSD    417K 
132: JSON        XBRL Instance as JSON Data -- MetaLinks              846±  1.39M  
133: ZIP         XBRL Zipped Folder -- 0001090727-23-000006-xbrl      Zip   1.43M

‘EX-10.17’ — EX-10.17 Offer of Employment

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Document

Exhibit 10.17

May 23, 2022

Bala Subramanian

Dear Bala,

Since the earliest days of UPS, 114 years ago, we’ve regarded our management team as partners. Our company’s founder, Jim Casey, established a culture where we share ownership in the company, a responsibility to help one another and our communities, and a commitment to integrity and the values of UPS.

We are proud to offer you the opportunity to join our partnership. On behalf of UPS, I am pleased to formally extend to you the offer of the position of Chief Digital and Technology Officer. Your talents and experience should enable you to make a valuable contribution to our team and I am confident that you will find the opportunity rewarding and challenging.

This Offer Letter confirms the key terms of our offer of employment and is subject to approval by the UPS Compensation and Human Capital Committee of the Board of Directors.

Compensation

• Your initial base salary will be $725,000 annually ($60,416.67 monthly). Merit increases will follow UPS’ annual merit guidance and take effect with April payroll. Your start date will be July 15, 2022, and you will be eligible for your first merit increase in 2023. Your principal place of employment with UPS will be at the company’s corporate headquarters in Atlanta, Georgia, subject to reasonable travel requirements. As the Chief Digital and Technology Officer, you will report only to the Chief Executive Officer of UPS (the “CEO”),

• You will be eligible to participate each year of your employment in the UPS Management Incentive Program (MIP) in accordance with the terms of the MIP as in effect from time to time. The target value of your annual MIP Performance Incentive award will be 130% of your annualized base salary. The actual award will be determined by multiplying your target award value by a factor that is determined based upon company performance against annually defined measures as well as by an individual performance factor that is determined by the CEO.

• Currently, any earned MIP Performance Incentive award is paid one-third in electable cash and two-thirds in restricted performance units (“RPUs”) granted pursuant to the applicable UPS incentive compensation plan. MIP RPUs vest after one year and are paid in unrestricted (for purposes of this offer letter, “unrestricted” means freely transferrable with no holding period or other restrictions on you, subject to UPS’s Insider Trading Compliance Program Guidelines), fully vested UPS Class A stock (net of applicable tax withholdings). However, your initial MIP award for 2022, delivered in March 2023, will be prorated based on your hire date and paid entirely in UPS Class A stock.

• As a UPS MIP participant, you will be eligible to receive annually a UPS MIP Ownership Incentive award. Under current program terms, your UPS MIP Ownership Incentive award is 1.50% of the value of your eligible UPS holdings (including outstanding and unvested MIP

RPUs) up to a maximum of one month’s base salary and is delivered in conjunction with MIP Performance Incentive awards in March of each year. Like the MIP Performance Incentive award, the UPS Ownership Incentive award is paid one-third in electable cash and two-thirds in RPUs. However, the UPS Ownership Incentive award for 2022, delivered in March 2023, will be paid entirely in unrestricted, fully vested UPS Class A common stock.

• You will be eligible to participate in the UPS Long-Term Incentive Performance award program (LTIP) in accordance with the terms of the LTIP as in effect from time to time. The LTIP provides for equity grants to senior UPS leaders and is focused on delivering long-term shareholder value. LTIP awards currently are paid in Restricted Performance Units that vest and convert to UPS Class A common stock three years after grant. Your target LTIP award level will be 450% of your annualized base salary. The actual award values will be determined by company performance measured against financial targets established for the three-year performance period. Current metrics, which are subject to change, are Adjusted Earnings per Share (EPS) Growth and Adjusted Free Cash Flow (FCF) metrics with a third element, Relative Total Shareholder Return (RTSR). You will receive a 2022 LTIP award, prorated based on your hire date.

• You will be eligible to receive an annual non-qualified stock option grant pursuant to the applicable UPS incentive compensation plan. Your target stock option award value is 50% of your annualized salary and is generally awarded in March of each year, and your first grant of stock options will occur in March 2023. Stock options vest pro-rata over five years, with a ten-year maximum term and are subject to the terms of the incentive compensation plan and an award agreement. The number of options will be determined by dividing the total grant value by the Black-Scholes valuation of the options determined as of the date of grant.

• You will be eligible for participation in the UPS Deferred Compensation Plan. This plan allows deferral of up to 35% of your salary as well as the electable cash portion UPS MIP awards in accordance with the limitations set forth in the terms and conditions of the plan.

• You will be eligible to participate in UPS’s defined contribution retirement program, subject to the terms and conditions thereof as in effect from time to time. As presently structured, the program provides:

o A 50% company match on your contributions up to 6% of eligible compensation; and

o A service-based UPS Retirement Contribution which begins as 5% of eligible compensation, increasing after five years of service, and is fully vested after three years of service.

• You will be eligible for personal financial counseling services and tax return preparation reimbursement, within the limits established by UPS. The current annual limit for personal financial counseling and tax preparation services is $15,000.

Benefits

• You will be eligible to participate in the UPS Flexible Benefits Plan in accordance with the terms and conditions thereof, including the following benefits:

o Healthcare (multiple plan options)

o Dental

o Vision Care

o AD&D Coverage

o Life Insurance (self, spouse, children)

o Critical Illness Insurance

o Healthcare Spending Account

o Child/Elder Care Spending Account

Information on the UPS Flexible Benefits Plan and enrollment will be provided separately to you.

• You will be eligible for thirty (30) days’ vacation and five (5) personal days per annum.

• The Chief Digital and Technology Officer position is based in Atlanta, Georgia. You will be eligible to participate in the UPS New Hire Homeowner Relocation Program (“Relocation Assistance”), including pre-move house-hunting expenses, temporary living expenses, current home sale and new Atlanta home purchase expenses (e.g. fees), household goods moving expenses, and final moving expenses. The terms and conditions of the Relocation Assistance program will be separately provided to you, if applicable.

Additional Compensation

The following benefits (collectively “Transition Payments”) will be provided to you in consideration of the compensation that you are forfeiting due to your termination of employment from your previous employer. The information below is intended to provide you a summary of each of these Transition Payments. The Restricted Stock Unit (RSU) and RPU awards will be made pursuant to (and subject to the terms and conditions of) the UPS 2021 Omnibus Incentive Compensation Plan and applicable award agreements. These agreements will contain vesting schedules and other terms and conditions of the awards which are not inconsistent with the terms set forth in this offer letter.

You will receive a special one-time grant on your start date of RSUs valued at $3,000,000 (for clarity, your start date will be the “date of grant”). The number of RSUs awarded will be calculated by dividing $3,000,000 by the closing price of UPS Class B common stock on the grant date. This grant will vest as follows subject to your continued employment through the vesting dates:

o 50% will vest on the first anniversary of your start date with UPS.

o 50% will vest on the second anniversary of your start date with UPS.

However, if your employment is terminated by UPS without “Cause”, as defined in section 2.a. of the UPS Protective Covenant Agreement and attached hereto as Exhibit A, or due to death or disability, vesting will continue in accordance with the terms of the award such that, for the avoidance of doubt, you (or your estate, as the case may be) will become vested in this award according to the preceding dates. Promptly following the vesting date, unrestricted, fully vested UPS Class A common stock will be issued to you (net of tax withholdings).

In addition, you will receive a one-time grant on your start date of LTIP RPUs valued at $1,000,000. The number of RPUs subject to the award at target level will be calculated by dividing $1,000,000 by the closing share price of UPS Class B common stock on the grant date (“Target RPUs”). The Target RPUs will vest December 31, 2023 and will be payable in 2024 in shares of UPS Class A common stock, subject to your continued employment by UPS through the applicable vesting date. If your employment is terminated by UPS without “Cause”, or due to your death or disability, vesting will continue in accordance with the terms of the award, and will be paid to you or your estate, as the case may be. The total number of shares in UPS Class A common stock will be determined by multiplying the Target RPUs by the actual payout (expressed as a percent) under the company’s LTIP for the 2021 LTIP performance period. This award is expected to be certified and paid (less tax withholdings) in February 2024.

You will receive cash payments in the total amount of $1,000,000 in four equal installments of $250,000 (less tax withholdings). You will receive the first payment within twenty-one days after the start of your UPS employment. Subject to your continued employment with UPS, you

will receive the second, third and fourth payments six, twelve and eighteen months respectively, after the start of your UPS employment. If your employment is terminated by UPS without “Cause” or due to death or disability, then you shall still be entitled to the cash payment on that date.

If your employment with your previous employer terminates before July 1, 2022 and you forfeit the $1,000,000 retention bonus you would have received from your previous employer for remaining employed until July 1, you will receive a cash payment of $1,000,000 (less tax withholdings) within twenty-one days after the start of your UPS employment.

Additional Terms

1. You will be an “at-will” employee, which means either you or UPS may terminate your employment at any time and for any reason.

2. If you are terminated for Cause or you resign from UPS within 36 months following your start date, you agree to repay within 30 days from your last day of employment a pro-rata amount of the total paid Transition Payments. (Cause is defined in section 2.a. of the UPS Protective Covenant Agreement.) You will be required to sign a separate repayment agreement before receiving these benefits. Pro rata amounts shall be calculated on a monthly basis. Upon the passing of each one (1) month period, the amount subject to repayment shall be reduced by one thirty-sixth (1/36). For example, if you resign after sixteen (16) months but before completion of seventeen (17), then you shall repay twenty thirty-sixths (20/36) of the Transition Payments received by you.

3. If you are terminated for Cause or you resign from UPS within 36 months following your start date, you agree to repay within 30 days from your last day of employment the full amount of any Relocation Assistance you received. You will be required to sign a separate repayment agreement before receiving these benefits.

4. In the event you are obligated to reimburse UPS for the Transition Payments or Relocation Assistance, then you expressly authorize UPS to deduct that amount from your paycheck, including but not limited to your final paycheck or any other compensation (including incentive compensation payments) to which you may be entitled at the conclusion of employment. Your signature below indicates your agreement to these repayment terms.

5. Your employment is contingent upon your signing the attached UPS Protective Covenant Agreement. This agreement protects the company’s intellectual property, talent and competitive advantages while also meeting stockholder expectations governing executive compensation. You are encouraged to read this agreement carefully and make sure that you understand its terms. In summary, the restrictions set forth in the Agreement include:

• A prohibition on disclosure of the company’s confidential information;

• A non-compete provision covering all domestic and worldwide geographic areas in which UPS does business in the transportation and logistics industries; and

• A prohibition on recruiting or soliciting Company employees and customers.

6. This offer is contingent on background check results.

7. Your continued employment is contingent on your maintaining valid immigration and work status in the United States. If for any reason your immigration or work status changes and you become ineligible to reside or work in the United States, this will be treated as your resignation from UPS.

8. We anticipate your start date with UPS to be July 15, 2022.

Summary


Compensation			Amount
Base Salary			$725,000/year ($60,416.67/month) - Merit increases are recommended and applied in April each year.
Management Incentive Program (MIP) Performance Incentive			Target of 130% of annualized salary. - Awards generally granted in March each year - 2022 award (paid in 2023) will be prorated based on hire date - Initial award will be paid in unrestricted Class A UPS stock (March 2023) - Subsequent awards payable 1/3 electable cash and 2/3 RPUs with one-year vesting.
Management Incentive Program (MIP) Ownership Incentive			1.50% of the value of eligible UPS holdings (up to one month’s salary) - Eligible holdings include Class A UPS stock and any outstanding or unvested RSUs and MIP RPUs (except LTIP RPUs) - Same delivery as MIP Performance Incentive
Long-Term Incentive Performance Award (LTIP) Program			Target of 450% of annualized salary. - Awards generally granted in March each year - Delivered in RPUs and payable at completion of 3-year performance period - Prorated 2022 LTIP award of $2,718,750
Stock Option Grant			Target of 50% of annualized salary. - Awards generally granted in February each year
TOTAL TARGET DIRECT COMPENSATION			$5,352,917 (does not include Additional Compensation)


Benefits			Detail
UPS Retirement Program			Currently 50% company match on contributions up to 6% of eligible compensation + Service-based UPS Retirement Contribution (which begins at 5% of eligible compensation).
UPS Flex Benefits Plan			Healthcare (multiple plan options), Dental, Vision Care, AD&D Coverage, Life Insurance, Critical Illness Insurance, Healthcare Spending Account, Child/Elder Care Spending Account.
UPS New Hire Homeowner Relocation Program			Pre-move house-hunting expenses, temporary living expenses, home purchase expenses (e.g. fees / closing cost), household goods moving expenses, and final moving expenses.
Paid Time Off: Vacation + Discretionary			30 days + 5 discretionary days


Transition Payments			Amount
Transition Payments			$3,000,000 in RSUs - 50% vest on first year anniversary - 50% vest on second year anniversary $1,000,000 in LTIP RPUs - 100% vest December 2023 - Pay in February 2024 $1,000,000 in total cash payments - Pay in four equal installments - Hire date, 6, 12 and 18 months employment $1,000,000 cash payment - Paid after hire date - Contingent on forfeiture of $1,000,000 retention bonus from previous employer

I look forward to working with you and expect you will find your partnership with UPS to be a rewarding and exciting experience.

Sincerely,

/s/ CAROL B. TOMÉ

Carol Tomé

UPS Chief Executive Officer

Acceptance

I have read the offer of at-will employment UPS has presented to me in this Offer Letter. I understand and agree that if I choose to accept UPS’s offer that my employment at UPS, both in the position of Chief Digital and Technology Officer, and in any other position to which I may be transferred or promoted in the future, my employment is and will remain “at-will” and that both UPS and I will have the right to terminate the employment relationship at any time and for any reason without prior notice. I also understand and agree that neither company policy, practice nor employee statements to me can alter the at-will status of my employment. My status as an at-will employee may be modified only by a written employment agreement so specifying and signed by an officer of UPS.

ACCEPTED BY:

/s/ Bala Subramanian

(Signature, Bala Subramanian)

May 24, 2022

(Date)

BALA SUBRAMANIAN

(Print Name)

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

	12/31/23
Filed on:	2/21/23
For Period end:	12/31/22	5
	7/15/22
	7/1/22
	5/24/22
	5/23/22
		List all Filings

6 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/20/24  United Parcel Service Inc.        10-K       12/31/23  136:24M
 5/03/23  United Parcel Service Inc.        10-Q        3/31/23   96:12M
 3/02/23  United Parcel Service Inc.        424B5                  2:1.3M                                   Donnelley … Solutions/FA
 2/28/23  United Parcel Service Inc.        424B5                  1:1.2M                                   Donnelley … Solutions/FA
 2/24/23  United Parcel Service Inc.        424B5                  2:489K                                   Donnelley … Solutions/FA
 2/23/23  United Parcel Service Inc.        424B5                  1:451K                                   Donnelley … Solutions/FA

41 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/30/22  United Parcel Service Inc.        S-3ASR      9/30/22    9:1.6M
 5/10/22  United Parcel Service Inc.        8-K:5,9     5/04/22   12:517K
 5/05/21  United Parcel Service Inc.        10-Q        3/31/21  103:13M
 3/29/21  United Parcel Service Inc.        DEF 14A     5/13/21    2:7.8M                                   DG3/FA
 2/22/21  United Parcel Service Inc.        10-K       12/31/20  139:27M
 3/25/20  United Parcel Service Inc.        8-K:8,9     3/19/20   17:1.1M                                   ActiveDisclosure/FA
 3/13/20  United Parcel Service Inc.        8-K:5,7,9   3/11/20   16:627K
 2/20/20  United Parcel Service Inc.        10-K       12/31/19  134:33M
 8/16/19  United Parcel Service Inc.        8-K:8,9     8/16/19   16:698K                                   Donnelley … Solutions/FA
 8/13/19  United Parcel Service Inc.        8-K:5,7,9   8/12/19   15:442K
 7/30/19  United Parcel Service Inc.        10-Q        6/30/19   97:15M
 3/15/19  United Parcel Service Inc.        8-K:8,9     3/13/19    5:312K                                   Donnelley … Solutions/FA
 2/21/19  United Parcel Service Inc.        10-K       12/31/18  132:31M
 3/16/18  United Parcel Service Inc.        DEF 14A     5/10/18    2:2.8M                                   DG3/FA
11/17/17  United Parcel Service Inc.        8-K:5,9    11/17/17    2:316K                                   Toppan Merrill/FA
11/14/17  United Parcel Service Inc.        8-K:8,9    11/09/17   12:1.2M                                   Donnelley … Solutions/FA
11/13/17  United Parcel Service Inc.        8-K:8,9    11/08/17    6:403K                                   Donnelley … Solutions/FA
 6/27/17  United Parcel Service Inc.        8-K:1,9     6/23/17    5:694K                                   Donnelley … Solutions/FA
 5/18/17  United Parcel Service Inc.        8-K:1,8,9   5/18/17    6:353K                                   Donnelley … Solutions/FA
 3/31/17  United Parcel Service Inc.        8-K:8,9     3/28/17    5:426K                                   Donnelley … Solutions/FA
10/25/16  United Parcel Service Inc.        8-K:8,9    10/24/16    8:585K                                   Donnelley … Solutions/FA
 8/05/16  United Parcel Service Inc.        10-Q        6/30/16   82:11M
 4/01/16  United Parcel Service Inc.        8-K:8,9     3/29/16    4:254K                                   Donnelley … Solutions/FA
11/20/15  United Parcel Service Inc.        8-K:8,9    11/20/15    6:436K                                   Donnelley … Solutions/FA
 9/17/15  United Parcel Service Inc.        8-K:8,9     9/14/15    4:249K                                   Donnelley … Solutions/FA
 3/24/15  United Parcel Service Inc.        DEF 14A     5/07/15    2:57M                                    DG3/FA
 2/27/15  United Parcel Service Inc.        10-K       12/31/14  124:39M
12/15/14  United Parcel Service Inc.        8-K:8,9    12/10/14    4:250K                                   Donnelley … Solutions/FA
11/15/13  United Parcel Service Inc.        S-3ASR     11/15/13    5:578K
 2/28/13  United Parcel Service Inc.        10-K       12/31/12  126:30M
 9/27/12  United Parcel Service Inc.        8-K:8,9     9/24/12    6:336K                                   Donnelley … Solutions/FA
 3/12/12  United Parcel Service Inc.        DEF 14A     5/03/12    1:2M                                     Donnelley … Solutions/FA
 2/27/12  United Parcel Service Inc.        10-K       12/31/11  140:23M                                    Donnelley … Solutions/FA
11/12/10  United Parcel Service Inc.        8-K:8,9    11/08/10    5:264K                                   Donnelley … Solutions/FA
 5/12/10  United Parcel Service Inc.        8-K:5,9     5/06/10    4:302K                                   Donnelley … Solutions/FA
 1/15/08  United Parcel Service Inc.        8-K:8,9     1/10/08    6:336K                                   Donnelley … Solutions/FA
 8/27/03  United Parcel Service Inc.        S-3                    7:355K                                   Bowne of Atlanta Inc./FA
11/14/01  United Parcel Service Inc.        10-Q        9/30/01    2:73K
 3/15/00  United Parcel Service Inc.        POS AM®                6:111K                                   Donnelley Fin’l S… 10/FA
 1/26/99  United Parcel Svc of America Inc. S-3/A                  7:399K                                   Donnelley Fin’l S… 10/FA
12/18/97  United Parcel Svc of America Inc. T-3                    5:253K                                   Donnelley Fin’l S… 01/FA

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Filing Submission 0001090727-23-000006 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)