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United Parcel Service Inc – ‘10-K’ for 12/31/18 – ‘EX-10.9’

On:  Thursday, 2/21/19, at 5:02pm ET   ·   For:  12/31/18   ·   Accession #:  1090727-19-6   ·   File #:  1-15451

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

 2/21/19  United Parcel Service Inc         10-K       12/31/18  132:31M

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.01M 
 4: EX-10.10    Exhibit 10.10 - Ups Protective Covenant Agreement   HTML    100K 
 5: EX-10.11    Exhibit 10.11 - Offer of Employment                 HTML     90K 
 6: EX-10.12    Exhibit 10.12 - Ups Protective Covenant Agreement   HTML     71K 
 2: EX-10.6     Exhibit 10.6 -Ups Deferred Compensation Plan        HTML     94K 
 7: EX-10.8(A)  Exhibit 10.8(A) - Ups Management Incentive Program  HTML     90K 
 8: EX-10.8(B)  Exhibit 10.8(B) - Ups Stock Option Program          HTML     61K 
 9: EX-10.8(C)  Exhibit 10.8(C) - Ups Long-Term Incentive           HTML     72K 
                Performance Program                                              
 3: EX-10.9     Exhibit 10.9 - Offer of Employment                  HTML    122K 
10: EX-21       Exhibit 21 - Subsidiaries of the Registrant         HTML     44K 
11: EX-23       Exhibit 23 - Consent of Deloitte & Touche LLP       HTML     41K 
12: EX-31.1     Exhibit 31.1 - Section 302 - CEO Certificate        HTML     46K 
13: EX-31.2     Exhibit 31.2 - Section 302 - CFO Certificate        HTML     46K 
14: EX-32.1     Exhibit 32.1 - Section 906 - CEO Certification      HTML     41K 
15: EX-32.2     Exhibit 32.2 - Section 906 - CFO Certification      HTML     41K 
22: R1          Document and Entity Information                     HTML     76K 
23: R2          Consolidated Balance Sheets                         HTML    149K 
24: R3          Consolidated Balance Sheets (Parenthetical)         HTML     48K 
25: R4          Statements of Consolidated Income                   HTML    106K 
26: R5          Statements of Consolidated Comprehensive Income     HTML     60K 
27: R6          Statements of Consolidated Cash Flows               HTML    145K 
28: R7          Summary of Accounting Policies                      HTML    400K 
29: R8          Revenue Recognition                                 HTML    106K 
30: R9          Cash and Investments                                HTML    248K 
31: R10         Property, Plant and Equipment                       HTML     63K 
32: R11         Company-Sponsored Employee Benefit Plans            HTML    735K 
33: R12         Multiemployer Employee Benefit Plans                HTML    233K 
34: R13         Goodwill and Intangible Assets                      HTML    119K 
35: R14         Debt and Financing Arrangements                     HTML    241K 
36: R15         Legal Proceedings and Contingencies                 HTML     52K 
37: R16         Shareowners' Equity                                 HTML    290K 
38: R17         Stock-Based Compensation                            HTML    172K 
39: R18         Segment and Geographic Information                  HTML    151K 
40: R19         Income Taxes                                        HTML    194K 
41: R20         Earnings Per Share                                  HTML     71K 
42: R21         Derivative Instruments and Risk Management          HTML    274K 
43: R22         Transformation Strategy (Notes)                     HTML     43K 
44: R23         Quarterly Information (Unaudited)                   HTML    139K 
45: R24         Summary of Accounting Policies (Policies)           HTML    466K 
46: R25         Summary of Accounting Policies (Tables)             HTML    349K 
47: R26         Cash and Investments (Tables)                       HTML    253K 
48: R27         Property, Plant and Equipment (Tables)              HTML     60K 
49: R28         Company-Sponsored Employee Benefit Plans (Tables)   HTML    710K 
50: R29         Multiemployer Employee Benefit Plans (Tables)       HTML    216K 
51: R30         Goodwill and Intangible Assets (Tables)             HTML    111K 
52: R31         Debt and Financing Arrangements (Tables)            HTML    209K 
53: R32         Shareowners' Equity (Tables)                        HTML    283K 
54: R33         Stock-Based Compensation (Tables)                   HTML    160K 
55: R34         Segment and Geographic Information (Tables)         HTML    149K 
56: R35         Income Taxes (Tables)                               HTML    184K 
57: R36         Earnings Per Share (Tables)                         HTML     69K 
58: R37         Derivative Instruments and Risk Management          HTML    266K 
                (Tables)                                                         
59: R38         Quarterly Information (Unaudited) (Tables)          HTML    132K 
60: R39         SUMMARY OF ACCOUNTING POLICIES - Additional         HTML    170K 
                Information (Detail)                                             
61: R40         SUMMARY OF ACCOUNTING POLICIES - Balance Sheet      HTML     91K 
                Impact (Details)                                                 
62: R41         SUMMARY OF ACCOUNTING POLICIES - Income Statement   HTML    150K 
                Impact (Details)                                                 
63: R42         SUMMARY OF ACCOUNTING POLICIES - Cash Flows Impact  HTML    110K 
                (Details)                                                        
64: R43         Revenue Recognition (Details)                       HTML     96K 
65: R44         Revenue Recognition - Narratives (Details)          HTML     54K 
66: R45         CASH AND INVESTMENTS - Summary of Marketable        HTML     86K 
                Securities (Detail)                                              
67: R46         CASH AND INVESTMENTS - Additional Information       HTML     66K 
                (Detail)                                                         
68: R47         CASH AND INVESTMENTS - Age of Gross Unrealized      HTML     67K 
                Losses and Fair Value by Investment Category                     
                (Detail)                                                         
69: R48         CASH AND INVESTMENTS - Cash Details (Details)       HTML     50K 
70: R49         CASH AND INVESTMENTS - Amortized Cost and           HTML    123K 
                Estimated Fair Value of Marketable Securities by                 
                Contractual Maturity (Detail)                                    
71: R50         Property, Plant and Equipment (Detail)              HTML     73K 
72: R51         Property, Plant and Equipment - Narratives          HTML     79K 
                (Details)                                                        
73: R52         COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS -          HTML    218K 
                Additional Information (Detail)                                  
74: R53         COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS - Net      HTML     75K 
                Periodic Benefit Cost for Company Sponsored                      
                Pension and Postretirement Benefit Plans (Detail)                
75: R54         COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS -          HTML     60K 
                Weighted Average Actuarial Assumptions Used to                   
                Determine the Net Periodic Benefit Cost (Detail)                 
76: R55         COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS -          HTML     54K 
                Weighted Average Actuarial Assumptions Used to                   
                Determine the Benefit Obligations (Detail)                       
77: R56         COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS -          HTML     48K 
                Reconciliation of the Changes in the Plans'                      
                Benefit Obligations and Fair Value of Plan Assets                
                (Detail)                                                         
78: R57         COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS - Funded   HTML    108K 
                Status as of the Respective Measurement Dates in                 
                Each Year and the Amounts Recognized in Balance                  
                Sheet (Detail)                                                   
79: R58         COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS -          HTML    132K 
                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)                     
80: R59         COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS - Fair     HTML    286K 
                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)                                                         
81: R60         COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS - Fair     HTML     73K 
                Value Measurement of Plan Assets Using                           
                Unobservable Inputs (Detail)                                     
82: R61         COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS -          HTML     74K 
                Expected Cash Flows for Pension and Postretirement               
                Benefit Plans (Detail)                                           
83: R62         COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS            HTML     48K 
                COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS - Effects               
                of One Basis Point Change on Projected Benefit                   
                Obligation (Details)                                             
84: R63         MULTIEMPLOYER EMPLOYEE BENEFIT PLANS - UPS's        HTML    175K 
                Participation in Multiemployer Plans (Detail)                    
85: R64         MULTIEMPLOYER EMPLOYEE BENEFIT PLANS -              HTML    121K 
                Multi-Employer Health and Welfare Plans (Detail)                 
86: R65         GOODWILL AND INTANGIBLE ASSETS - Allocation of      HTML     56K 
                Goodwill by Reportable Segment (Detail)                          
87: R66         GOODWILL AND INTANGIBLE ASSETS - Additional         HTML     74K 
                Information (Detail)                                             
88: R67         GOODWILL AND INTANGIBLE ASSETS - Summary of         HTML     70K 
                Intangible Assets (Detail)                                       
89: R68         DEBT AND FINANCING ARRANGEMENTS - Additional        HTML    446K 
                Information (Detail)                                             
90: R69         DEBT AND FINANCING ARRANGEMENTS - Carrying Value    HTML    194K 
                of Debt Obligations (Detail)                                     
91: R70         DEBT AND FINANCING ARRANGEMENTS DEBT AND FINANCING  HTML     67K 
                ARRANGEMENTS - Average Interest Rate (Details)                   
92: R71         DEBT AND FINANCING ARRANGEMENTS - Recorded Value    HTML     51K 
                of Property, Plant and Equipment Subject To                      
                Capital Leases (Detail)                                          
93: R72         DEBT AND FINANCING ARRANGEMENTS - Aggregate         HTML    126K 
                Minimum Lease Payments , Annual Principal Payments               
                and Amounts Expected to be Spent for Purchase                    
                Commitments (Detail)                                             
94: R73         Legal Proceedings and Contingencies Legal           HTML     58K 
                Proceedings and Contingencies (Details)                          
95: R74         SHAREOWNERS' EQUITY - Additional Information        HTML     86K 
                (Detail)                                                         
96: R75         SHAREOWNERS' EQUITY - Roll-forward of Common        HTML    126K 
                Stock, Additional Paid-in Capital, and Retained                  
                Earnings Accounts (Detail)                                       
97: R76         SHAREOWNERS' EQUITY - Roll-forward of Common        HTML     43K 
                Stock, Additional Paid-in Capital, and Retained                  
                Earnings Accounts (Phantom) (Detail)                             
98: R77         SHAREOWNERS' EQUITY - Activity in Accumulated       HTML     89K 
                Other Comprehensive Income (Loss) (Detail)                       
99: R78         SHAREOWNERS' EQUITY - Activity in Accumulated       HTML     68K 
                Other Comprehensive Income (Loss) (Phantom)                      
                (Detail)                                                         
100: R79         SHAREOWNERS' EQUITY - Activity in Deferred          HTML     65K  
                Compensation Program (Detail)                                    
101: R80         SHAREOWNERS' EQUITY SHAREOWNERS' EQUITY -           HTML    110K  
                Reclassification from AOCI (Details)                             
102: R81         STOCK-BASED COMPENSATION - Additional Information   HTML    135K  
                (Detail)                                                         
103: R82         STOCK-BASED COMPENSATION - Restricted Stock Units   HTML     99K  
                Outstanding, Including Reinvested Dividends                      
                (Detail)                                                         
104: R83         STOCK-BASED COMPENSATION - Options to Purchase      HTML     98K  
                Shares of Class A Common Stock Issued and                        
                Outstanding (Detail)                                             
105: R84         STOCK-BASED COMPENSATION - Fair Value of Employee   HTML     59K  
                Stock Options Granted as Determined by                           
                Black-Scholes Valuation Model Assumptions (Detail)               
106: R85         STOCK-BASED COMPENSATION - Summarized Information   HTML     74K  
                about Stock Options Outstanding and Exercisable                  
                (Detail)                                                         
107: R86         SEGMENT AND GEOGRAPHIC INFORMATION - Additional     HTML     52K  
                Information (Detail)                                             
108: R87         SEGMENT AND GEOGRAPHIC INFORMATION - Segment        HTML     84K  
                Information (Detail)                                             
109: R88         SEGMENT AND GEOGRAPHIC INFORMATION - Revenue by     HTML     93K  
                Product Type (Detail)                                            
110: R89         SEGMENT AND GEOGRAPHIC INFORMATION - Geographic     HTML     57K  
                Information (Detail)                                             
111: R90         INCOME TAXES - Income Tax Expense Benefit (Detail)  HTML     70K  
112: R91         INCOME TAXES - Income Before Income Taxes (Detail)  HTML     47K  
113: R92         INCOME TAXES - Reconciliation of Statutory Federal  HTML     65K  
                Income Tax Rate to Effective Income Tax Rate                     
                (Detail)                                                         
114: R93         INCOME TAXES - Additional Information (Detail)      HTML     96K  
115: R94         INCOME TAXES - Deferred Tax Liabilities and Assets  HTML     83K  
                (Detail)                                                         
116: R95         INCOME TAXES - U.S. State and Local Operating Loss  HTML     46K  
                and Credit Carryforwards (Detail)                                
117: R96         INCOME TAXES - Summarized Activity Related to       HTML     68K  
                Unrecognized Tax Benefits (Detail)                               
118: R97         EARNINGS PER SHARE - Computation of Basic and       HTML     86K  
                Diluted Earnings Per Share (Detail)                              
119: R98         EARNINGS PER SHARE - Additional Information         HTML     42K  
                (Detail)                                                         
120: R99         DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT -        HTML     51K  
                Additional Information (Detail)                                  
121: R100        DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT -        HTML     54K  
                Notional Amounts of Outstanding Derivative                       
                Positions (Detail)                                               
122: R101        DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT -        HTML    104K  
                Balance sheet location of derivative assets and                  
                liabilities and their related fair values (Detail)               
123: R102        DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT -        HTML     53K  
                Amount and Location in the Income Statement for                  
                Derivatives Designed as Cash Flow Hedges (Detail)                
124: R103        DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT - Fair   HTML     50K  
                Values of Derivative Assets and Liabilities by                   
                Hedge Type (Detail)                                              
125: R104        DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT -        HTML     52K  
                Amount Recorded in Income Statements for Foreign                 
                Currency Forward Contracts Not Designated as                     
                Hedges (Detail)                                                  
126: R105        DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT -        HTML     75K  
                Amount and Location in the Income Statement for                  
                Derivatives Designated as Fair Value Hedges                      
                (Detail)                                                         
127: R106        Transformation Strategy (Details)                   HTML     50K  
128: R107        Quarterly Information (unaudited) - Quarterly       HTML     78K  
                Information (Detail)                                             
129: R108        Quarterly Information (unaudited) - Additional      HTML     70K  
                Information (Detail)                                             
131: XML         IDEA XML File -- Filing Summary                      XML    241K  
130: EXCEL       IDEA Workbook of Financial Reports                  XLSX    218K  
16: EX-101.INS  XBRL Instance -- ups-20181231                        XML  11.83M 
18: EX-101.CAL  XBRL Calculations -- ups-20181231_cal                XML    390K 
19: EX-101.DEF  XBRL Definitions -- ups-20181231_def                 XML   2.23M 
20: EX-101.LAB  XBRL Labels -- ups-20181231_lab                      XML   3.90M 
21: EX-101.PRE  XBRL Presentations -- ups-20181231_pre               XML   2.61M 
17: EX-101.SCH  XBRL Schema -- ups-20181231                          XSD    436K 
132: ZIP         XBRL Zipped Folder -- 0001090727-19-000006-xbrl      Zip    709K  


‘EX-10.9’   —   Exhibit 10.9 – Offer of Employment


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



 <!   C:   C: 
  Exhibit  



Exhibit 10.9

November 25, 2017

Mr. Scott Price



Dear Scott,

Since the earliest days of UPS, just over 110 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 to become Senior Vice President and Chief Transformation Officer. Your talents and experience are a perfect fit for UPS, and I believe that you will find the opportunity rewarding and challenging.

This letter confirms the key terms of our offer of employment.

Compensation

Your initial base salary will be $50,000 per month ($600,000 annually). In April 2018, you will be eligible for a non-prorated merit increase. Thereafter, merit increases will follow UPS annual merit guidance and take effect with April payroll.

You will be eligible to participate 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 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. Currently, any earned MIP award is paid one-third in electable cash and two-thirds in restricted performance units ("RPUs") granted pursuant to the applicable UPS stock incentive plan. These RPUs vest pro-rata over five years and convert to UPS Class A stock (net of applicable withholdings) following vesting. However, your earned initial MIP award for 2018, delivered in March 2019, will be paid entirely in fully vested UPS Class A stock.

As a UPS MIP participant, you will be eligible to receive annually a UPS Ownership Incentive Award. Under
current program terms, your UPS Ownership Incentive Award is 1.5% of the value of your eligible UPS holdings (including RPUs and RSUs) up to a maximum of one month's salary and is delivered in conjunction with MIP awards in March of each year. Like the MIP award, the UPS Ownership Incentive award is paid one-third in electable cash and two-thirds in RPUs, pursuant to the applicable stock incentive plan. However, the delivery of the UPS Ownership Incentive award for 2018, to be delivered in March 2019, will be paid entirely in fully vested UPS Class A 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 Performance Units that vest and convert to UPS Class A 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 the established targets for Revenue Growth, ROIC and RTSR metrics (with such metrics subject to change in future years). LTIP awards are normally granted annually in March and you will receive a full 2018 grant with a target value of $2,700,000.

Offer of Employment With UPS for Scott Price
Page 1 of 6






You will be eligible to receive an annual non-qualified stock option grant pursuant to the applicable UPS stock incentive plan. The target stock option award value for your position currently is 50% of annualized salary. The stock options vest pro-rata over five years, with a ten-year maximum term and are subject to the terms of the stock 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 your salary as well as the cash portion of UPS Management Incentive Program 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:
A 50% company match on your contributions up to 6% of eligible compensation; and
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 Flex Benefits Plan in accordance with the terms and conditions thereof, including the following benefits:
Healthcare (multiple plan options)
Dental
Vision Care
AD&D Coverage
Life Insurance (self, spouse, children)
Critical Illness Insurance
Healthcare Spending Account
Child/Elder Care Spending Account

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

You will be eligible for 30 vacation days and 5 personal days per annum.

The Senior Vice President and Chief Transformation Officer position requires you to be based in Atlanta. 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, 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.

Consideration for Forfeited Compensation from Previous Employer

The following benefits will be provided to you in consideration of the compensation you are forfeiting due to your termination of employment from your prior employer. The information below is intended to provide you a summary of each of these specific, one-time awards. The vesting schedule for the RSU grant described below will be as specified in the grant award agreement that you will be required to accept in connection with the grant of the award.






Offer of Employment With UPS for Scott Price
Page 2 of 6






You will receive a special one-time grant of Restricted Stock Units (RSUs) valued at $4 million as consideration for equity forfeited from your previous employer. The RSUs will be awarded pursuant to (and subject to the terms of) the UPS 2015 Omnibus Incentive Compensation Plan and a Restricted Stock Unit Award Agreement, and the number of RSUs awarded will be calculated by dividing $4 million by the closing price of UPS stock on the grant date. The grant date for your award will be January 2, 2018. This award will vest as follows: 20% in January 2018, 20% in January 2019, 20% in January 2020, 20% in January 2021, and 20% January 2022, subject to your continued employment through each applicable vesting date (however, if your employment is terminated by UPS without "Cause"1 you will continue vesting in the RSUs; similarly, if your employment is terminated by death or disability, vesting will occur in accordance with the terms of the award). Promptly following each vesting date, UPS Class A Shares will be issued to you (net of tax withholdings). The grant award agreement includes a more detailed description of the vesting and other terms of the RSUs.

You will receive a cash payment of $2,500,000 in December 2017 (less tax withholdings) as consideration for the 2017 cash and equity awards you are forfeiting from your prior employer.

You will receive Transition Payments in the total amount of $4,500,000 (less tax withholdings), paid to you as follows subject to your continued employment through each applicable payment date: $500,000 in March 2018, $2,000,000 in March 2019, $2,000,000 in March 2020.

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.
Your employment is contingent upon your relocation to the Atlanta metropolitan area no later than June 30, 2018.


















__________________________________________________________________________________________________

1 For purposes of this offer letter, "Cause" means termination of your employment by UPS due to one or more of the following: the commission of any felony or commission of a misdemeanor involving theft or moral turpitude; and/or commission of any act or omission that constitutes neglect or misconduct with respect to your employment duties that results in economic harm to the Company; and/or violation of any of the Company's substance abuse, compliance or any other policies that may be applicable to you and that may be in effect at the time of the occurrence; and/or a breach of any material provision of any other agreements or understanding in effect at the time of the breach, between you and the Company.


Offer of Employment With UPS for Scott Price
Page 3 of 6






3.
If you are terminated for Cause or you resign from UPS within 36 months following your start date, you agree to repay the full amount of the paid Transition Payment (Excluding the December 2017 cash payment of $2.5 million) within 30 days of your last day of employment. Your signature below indicates your agreement to these repayment terms.

4. If you are terminated for Cause or you resign from UPS within 24 months following your start date, you agree to repay the full amount of any Relocation Assistance you received within 30 days of your last day of employment. You will be required to sign a separate repayment agreement before receiving these benefits.

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. I urge you 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. We anticipate your start date with UPS to be December 11, 2017.

7. This offer letter supersedes any other offer letters signed by the parties.

































Offer of Employment With UPS for Scott Price
Page 4 of 6






Summary

Core Compensation Package
Amount
Base Salary
$50,000 / month ($600,000 /year). First merit increase in 2018 will not be prorated.
Managers Incentive Program (MIP)
Target of 130% of annualized salary. First award paid in March 2019 in all UPS Class A stock.
Ownership Incentive
1.50% of the value of eligible UPS holdings (up to one month's salary.
Long-Term Incentive Performance
Award (LTIP) Program
Target of 450% of annualized salary.
Stock Options
50% of annualized salary.
TOTAL TARGET
COMPENSATION
$4,445,000


Benefits
Detail
UPS Retirement Program
Currently 50% company match on contributions up to 6% of eligible compensation + Service-based UPS Retirement Contribution.
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.
Financial Services and Tax Preparation
Benefit
$15,000 / year.
UPS New Hire Homeowner Relocation
Program
Pre-move house-hunting expenses, temporary living expenses, home purchase expenses (e.g. fees), household goods moving expenses, and final moving expenses.

Retention Awards
Amount
Special One-Time RSU Grant as
consideration for forfeited compensation
$4,000,000
(vests in equal installments of $800,000 in January 2018, January 2019,
January 2020, January 2021, and January 2022).
Cash Payment
$2,500,000 in December 2017
Transition Payments
$500,000 in March 2018
$2,000,000 in March 2019
$2,000,000 in March 2020


I look forward to working with you and expect you will find your partnership with UPS to be a rewarding and exciting experience. If you have any questions, please feel free to contact me.


Sincerely,
/S/ TERI P MCCLURE
Teri P. McClure
Chief Human Resources, Labor and Communications Officer, UPS





Offer of Employment With UPS for Scott Price
Page 5 of 6










Acceptance

I have read the offer of at-will employment UPS has presented to me in this letter. I understand and agree that if I choose to accept UPS's offer that my employment at UPS, both in the position of Senior Vice President and Chief Transformation 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/ SCOTT A PRICE
(Signature, Scott Price)


11/28/2017
Date

Scott A. Price
(Print Name)




























Offer of Employment With UPS for Scott Price
Page 6 of 6




Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/21/19
For Period end:12/31/1811-K,  5
6/30/1810-Q
1/2/18
12/11/173
 List all Filings 


4 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
 2/21/23  United Parcel Service Inc.        10-K       12/31/22  133:27M
 2/22/22  United Parcel Service Inc.        10-K       12/31/21  133:26M
 2/22/21  United Parcel Service Inc.        10-K       12/31/20  139:27M
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Filing Submission 0001090727-19-000006   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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