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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 |
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
| Exhibit |
1. | Establishment, Objectives and Duration. |
1.1 | Establishment
of the Program and Effective Date. The Compensation Committee of the Board of Directors of United Parcel Service, Inc. (“Committee”) hereby amends and restates the Management Incentive Program (“MIP”) as adopted effective as of January 1, 2011, to provide for Management Incentive Awards pursuant to the United Parcel Service, Inc. 2018 Omnibus Incentive Compensation Plan, as amended from time to time (“ICP”). This document sets forth the rules under which Management Incentive Awards will be made and administered for Eligible Employees. Capitalized terms will have the meanings set forth in Section 7 herein. |
1.2 | Objectives
of the MIP. The objectives of MIP are to align incentive pay with annual performance. The MIP also aligns the interests of UPS employees and shareowners by strengthening the link between key business objectives and incentive compensation. |
1.3 | Duration of the Program. The MIP shall commence on the MIP Effective Date and shall remain in effect, subject to the right of the Committee to amend or terminate the MIP at any time pursuant to Section 6.3 hereof. |
2. | Administration. |
2.1 | Authority
of the Committee. The MIP will be administered by the Committee, which shall have the same power and authority to administer the MIP as it does to administer the ICP. |
2.2 | Delegation. Except with respect to the obligations assigned to the Committee to determine awards for Management Committee Employees, including those identified in Sections 4.1.5, 4.2.4, 5.3.2.2 and 7.6, and to amend or terminate the MIP as described in Section 6.3, the Committee may delegate its power, authority and duties as identified herein to the UPS Salary Committee or the UPS Management Committee or any members thereof. The UPS Salary Committee shall have those powers, authority and duties expressly delegated to it herein, including,
for example, to make MIP Awards to Eligible Employees who are not Management Committee Eligible Employees, together with any other powers, authority and duties delegated to it by the Committee. |
2.3 | Decisions Binding. All decisions of the Committee shall be final, conclusive and binding on all persons, including the Company, its stockholders, any Eligible Employee, and their estates and beneficiaries. Further, all of the decisions of the UPS Salary Committee or any other delegatee of the Committee within the scope of the |
3. | Eligibility for Awards. Only an Eligible Employee shall be considered for a MIP Award. The UPS Salary Committee shall have broad discretion to determine the eligibility criteria for Eligible Employees other than Management Committee Eligible Employees. An employee who is eligible for an award under the UPS International Management Incentive Program shall not also be an Eligible Employee under the MIP for the same Plan Year. If an employee (other than a Management Committee Eligible Employee) could be considered for either the UPS International Management Incentive Program or the MIP in the same Plan Year, the Salary Committee shall determine which
program he or she will participate in based on the employee’s status on the MIP Eligibility Date. In addition, the Salary Committee shall have complete discretion to make appropriate adjustments for employees (other than Management Committee Eligible Employees) who transfer from an employment category covered by the UPS International Management Incentive Program to the MIP during any Plan Year. |
4. | MIP Awards. The MIP Award is comprised of two types of awards, a Performance Incentive Award and an Ownership Incentive Award. |
4.1 | Performance
Incentive Award. |
4.1.1 | Eligible Employees (other than Management Committee Eligible Employees). The Performance Incentive Award for each Eligible Employee (other than a Management Committee Eligible Employee) is determined by multiplying the Eligible Employee’s Annualized Salary by the MIP Factor and the Eligible Employee’s Performance Incentive Award Target as set forth on Exhibit A. Annualized Salary and the Performance Incentive Award Target are determined as of the MIP Record Date for the applicable Plan Year. |
4.1.2 | Business
Elements. The UPS Salary Committee shall have broad discretion to establish the business elements upon which the MIP Factor for a Plan Year will be based and shall establish and communicate those business elements as soon as reasonably practicable each Plan Year. |
4.1.3 | MIP Factor, Award Determination. The UPS Salary Committee shall have broad discretion to determine the MIP Factor for each Plan Year based on performance with respect to the business elements described in Section 4.1.2. At the end of each Plan Year, the UPS Salary Committee will examine the performance in respect of each business element, will establish the MIP Factor for such Plan Year and will calculate the amount of the Performance
Incentive Award to each Eligible Employee (other than a Management Committee Eligible Employee) employed on the MIP Eligibility Date and will grant the Performance Incentive Award to each such Eligible Employee. At the UPS Salary Committee’s direction, each Eligible Employee will receive written notification of his or her award. |
4.1.4 | Minimum MIP Factor. Prior to the end of any Plan Year, the UPS Salary Committee may establish a minimum MIP Factor that will result in payment of a minimum Performance Incentive Award for each Eligible Employee (other than a Management Committee Eligible Employee) employed on the MIP |
4.1.5 | UPS Management Committee. The Committee must approve and grant the Performance Incentive Award for any Management Committee Eligible Employee. |
4.2 | Ownership Incentive Award. |
4.2.1 | General.
The Ownership Incentive Award for each Eligible Employee for a Plan Year is equal to the product of the Eligible Employee’s Ownership Incentive Award Percentage as set forth on Exhibit B (based on the Eligible Employee’s classification as of the MIP Record Date for the Plan Year for which the award is made) and the value of the Shares the Eligible Employee is deemed to own as of the last full trading day on the New York Stock Exchange (“NYSE”) for such Plan Year (or such other trading date as may be selected by the UPS Salary Committee), but not in excess of the Eligible Employee’s monthly rate of Base Salary as of the MIP Record Date. |
4.2.2 | Deemed Ownership and Value of Shares. An Eligible Employee will be deemed
to own the number of Shares equal to the sum of (i) the number of Shares deposited in the Eligible Employee’s family group accounts, (ii) the number of his or her unvested Restricted Stock Units, RPUs (excluding those unvested RPUs granted in connection with the Long-Term Incentive Performance Program) and dividend equivalent units (“DEUs”) associated with those units, (iii) the number of his or her restricted Shares and (iv) the number of Shares held for the Eligible Employee’s UPS Deferred Compensation Plan account. The value of a Share will be equal to the closing price on the NYSE of a share of UPS Class B common stock on the date as of which deemed ownership of Shares is determined. |
4.2.3 | Year End Determinations.
At the end of each Plan Year, the UPS Salary Committee will calculate the Ownership Incentive Award for each Eligible Employee (including each Management Committee Eligible Employee). The UPS Salary Committee will grant the Ownership Incentive Award to each Eligible Employee who is not a member of the UPS Management Committee. At the UPS Salary Committee’s direction, each Eligible Employee will receive written notification of his or her award. |
4.2.4 | UPS Management Committee. The Committee must approve and grant the Ownership Incentive Award for any Management Committee Eligible Employee. |
4.3 | Maximum
Individual Award. |
4.3.1 | ICP Limitations. The value of the Electable Portion of the MIP Award for an Eligible Employee for any calendar year when added to the value of other cash awards made to that Eligible Employee under the ICP in the same calendar |
4.4 | Pro-rated Awards. The Committee shall have broad discretion to establish rules for making pro-rated Performance Incentive Awards to Management Committee Eligible Employees who are actively employed for less than the entire Plan Year. The UPS Salary Committee shall also have broad discretion to establish rules for making pro-rated Performance Incentive Awards to Eligible Employees (other than Management Committee Eligible Employees) who are actively employed as full-time managers or supervisors for less than the entire Plan Year. Reasons for proration include, but are not limited to, the
following: approved leaves of absence (including, but not limited to, disability leave, workers’ compensation leave, Family and Medical Leave Act, military leave or personal leave), transfer from full-time management to part-time management status, mid-year hires, temporary assignments, Retirement or death. |
5. | Payment of Awards. |
5.1 | Form and Timing. The MIP Award for any Plan Year shall be paid as follows: |
5.1.1 | Electable
Portion. At the election of the Eligible Employee in accordance with Section 5.2.1, one-third (one-half for Eligible Employees classified as Mid Managers or Supervisors) of the value of the MIP Award (the “Electable Portion”) less applicable taxes will be (i) paid in cash or Shares or any combination thereof, (ii) contributed to a UPS tax-qualified defined contribution plan (subject to the terms and conditions of that plan), or (iii) contributed to a UPS tax-qualified health savings account (subject to the terms and conditions of that plan), where available, in each case no later than March 15 of the immediately following Plan Year. |
5.1.2 | RPUs. The remainder of the value of the MIP Award will
be paid in the form of RPUs, the value of which will be equal to two-thirds (one-half for Eligible Employees classified as Mid Managers or Supervisors) of the value of the MIP Award. A bookkeeping account will be maintained for RPU awards and such account will be adjusted for DEUs each time dividends are paid on Shares. |
5.1.3 | First MIP Award. Notwithstanding the foregoing, an Eligible Employee’s first MIP Award less applicable taxes will be paid no later than March 15 of the following Plan Year entirely in Shares. |
5.2 | Elections
With Respect To Electable Portion. |
5.2.1 | Cash, Shares or Qualified Plan. Except as provided in Section 5.1.3, an Eligible Employee (other than a Management Committee Eligible Employee) may elect in accordance with rules established by the UPS Salary Committee the extent to which the Electable Portion is paid in cash, Shares, contributed to a UPS tax-qualified defined contribution plan (subject to the terms and conditions of that plan), or contributed to a UPS tax-qualified health savings |
5.2.2 | UPS Deferred Compensation Plan. Prior to the beginning of the Plan Year during which a MIP Award is earned, Eligible Employees who are eligible to make deferral elections under the UPS Deferred Compensation Plan may elect to defer all or a portion of the Electable Portion of any award for such
Plan Year in accordance with the terms of the UPS Deferred Compensation Plan. If an Eligible Employee dies before the Electable Portion of a MIP Award is paid, any such deferral election shall be null and void and the MIP Award, if any, payable with respect to such Eligible Employee shall be determined in accordance with Section 5.5. |
5.3 | Vesting. |
5.3.1 | Electable Portion. The Electable Portion vests on the MIP Eligibility Date for the Plan Year for which the MIP Award is made provided the Eligible Employee
is continuously employed by the Company or an affiliate through such date. However, the UPS Salary Committee may establish rules that provide for vesting of the Electable Portion at other dates or under other circumstances for Eligible Employees who are not Management Committee Eligible Employees. |
5.3.2 | RPUs. |
5.3.2.1 | General. RPUs
and DEUs will vest in full one year following the MIP Grant Date, provided the Eligible Employee remains continuously employed with the Company or an affiliate through the vesting date. Shares underlying the vested RPUs and DEUs will be transferred to an Eligible Employee’s account as soon as administratively practicable following the vesting date, but in no case later than the end of the month in which the vesting occurs. |
5.3.2.2 | Termination of Employment. If employment terminates by reason of Disability or Retirement, the then unvested portion of the RPUs and DEUs will be fully vested, but Shares will be transferred to the former Eligible
Employee as if the former Eligible Employee had continued to be employed with the Company or an affiliate. If employment terminates by reason of death, the unvested portion of the RPUs and DEUs will vest completely upon the date of death and Shares attributable to the vested portion will be transferred to the estate of a deceased Eligible Employee within 90 days of the date of death. The UPS Salary Committee shall have broad discretion to vary the vesting terms of an RPU for an Eligible Employee who became an Employee as a result of an acquisition or a merger; provided, however, that any such recommendation with respect to an Eligible Employee who is a |
5.3.3 | Shares. The portion, if any, of the MIP Award payable in Shares will be vested on the date of grant provided the Eligible Employee is continuously employed by the Company or an affiliate through the MIP Eligibility Date for the Plan Year for which the MIP Award is made. However, the UPS Salary Committee may establish rules that provide for vesting of the Shares at other dates or under other circumstances. |
5.4 | Tax
Withholding. MIP Awards will be reduced for applicable taxes or the Eligible Employee shall remit taxes in accordance with Article 16 of the ICP. |
5.5 | Death. Notwithstanding any contrary provision of the MIP and subject to Section 5.4, the following provisions shall apply if an Eligible Employee (other than a Management Committee Eligible Employee) dies before the MIP Award for a Plan Year is paid in cash or RPUs are granted with respect to such MIP Award. |
5.5.1 | Death Before MIP Eligibility
Date. If an Eligible Employee dies during the Plan Year and before the MIP Eligibility Date, a prorated portion of his or her MIP Award for such Plan Year shall be fully vested and payable entirely in cash to his or her estate as soon as practicable and no later than 90 days after the UPS Salary Committee learns of his or her death. The Performance Incentive Award will be calculated at target for such Eligible Employee’s job classification and salary on his or her date of death, and prorated based on his or her number of calendar months of active employment completed in such Plan Year. The Ownership Incentive Award will be equal to the product of the deceased Eligible Employee’s Ownership Incentive Award Percentage and the value of the Shares the Eligible Employee was deemed to own as of the last full trading day on the NYSE prior to the date of death, but not greater than his or her monthly rate of Base Salary as of the date of death. |
5.5.2 | Death
after MIP Eligibility Date and Before Payment. If an Eligible Employee dies after the MIP Eligibility Date and before the MIP Award for a Plan Year is paid, his or her actual MIP Award for such Plan Year shall be paid entirely in cash to his or her estate as soon as practicable and no later than 90 days after the UPS Salary Committee learns of his or her death. |
6. | Miscellaneous. |
6.1 | Awards Subject to the Terms of the ICP. MIP Awards are subject to the terms of the ICP. |
6.2 | Section
409A Compliance. Each MIP Award is intended either to be exempt from Section 409A or to comply with Section 409A. The Electable Portion is intended to be exempt from Section 409A as a short term deferral. To the extent that benefits provided under RPUs constitute deferred compensation for purposes of Section 409A and to the extent that deferred compensation is payable upon a “separation from service” as defined in Section 409A, no amount of deferred compensation shall be paid or transferred to the Eligible Employee as a result of the Eligible Employee’s |
6.3 | Amendment and Termination. The Committee may amend, alter, suspend or terminate the MIP, any Exhibit and any award granted under the MIP at any time subject to the terms of the ICP. Any amendment shall be in writing and approved by the Committee. The UPS Salary Committee may make administrative amendments to the MIP and the Exhibits from time to time provided that any such amendment shall be reviewed with the Committee and a copy of such amendment kept with the records of the MIP. An administrative amendment
does not include any amendment that would materially change the terms and conditions of the MIP that were previously approved by the Committee, including, by way of example, any increase or decrease in the amount of a MIP Award, the Performance Incentive Award Target, or the Ownership Incentive Award Percentage. |
7. | Definitions. Except as set forth below, capitalized terms will have the meanings set forth in the ICP. |
7.1 | Annualized Salary. For each Plan Year,
an Eligible Employee’s monthly rate of Base Salary determined as of the MIP Record Date multiplied by 12. |
7.2 | Base Salary. The annual or monthly rate, as applicable, of an Eligible Employee’s base salary as determined as of the MIP Record Date of the Plan Year for which the MIP Award is made or, if earlier, the date of death. |
7.3 | Committee. The Committee as defined in Section 1.1. |
7.4 | Company. United
Parcel Service, Inc. |
7.5 | DEUs. Dividend equivalent units for dividends paid on a share of UPS class A common stock determined as follows: |
7.5.1 | (a) in the case of Share dividends, by multiplying the per Share dividend by the number of RPUs and DEUs credited to the Eligible Employee’s account prior to the adjustment for the dividend; and |
7.5.2 | (b)
in the case of a cash dividend or non-Share property dividend, by (i) multiplying the cash dividend paid per Share or the fair market value of the property transferred per Share by the number of RPUs and DEUs credited to the Eligible Employee’s account prior to adjustment for the dividend and (ii) dividing the product obtained in (i) by the closing price on the NYSE of UPS class B common stock on the last full trading day before the dividend is paid. |
7.6 | Disability. Disability as defined in the long-term disability plan of the
Company or an affiliate under which the Eligible Employee is eligible for coverage or if there is no such plan, disability as determined by the UPS Salary Committee in its discretion for |
7.7 | Electable Portion. The portion of the MIP Award described in Section 5.1.1. |
7.8 | Eligible
Employee. For each Plan Year, (i) an Employee (other than a Management Committee Eligible Employee) who (a) is classified at the supervisor level or above on the MIP Record Date, (b) is continuously employed with the Company or an affiliate through the MIP Eligibility Date, (c) satisfies such other eligibility criteria as may be developed from time to time by the UPS Salary Committee, (d) is recommended by his or her managers and (e) approved by the UPS Salary Committee and (ii) a Management Committee Eligible Employee. |
7.9 | ICP. The United Parcel Service, Inc. 2018 Omnibus Incentive Compensation Plan, as amended from
time to time, or any successor plan and any reference to a particular section of the ICP shall include a reference to the comparable section (as determined by the Committee) of the successor plan. |
7.10 | Management Committee Eligible Employee. For any Plan Year, an Employee who is a member of the UPS Management Committee as of the MIP Record Date. |
7.11 | Management Incentive Award. The awards granted under the ICP. |
7.12 | MIP.
The UPS Management Incentive Program, as amended from time to time. |
7.13 | MIP Award. The Performance Incentive Award and the Ownership Incentive Award. |
7.14 | MIP Effective Date. The date set forth in Section 1.1. |
7.15 | MIP Eligibility Date. December
31 of the Plan Year (or such other date as may be selected by the UPS Salary Committee). |
7.16 | MIP Factor. For each Plan Year, the factor (expressed as a percentage) determined by the UPS Salary Committee pursuant to Section 4.1.3. to reflect performance with respect to the business elements identified for the Plan Year. |
7.17 | MIP Grant Date. The date that MIP RPUs are deposited into participants’ accounts. |
7.18 | MIP
Record Date. For each Plan Year, December 1 (or such other date as may be selected by the UPS Salary Committee). |
7.19 | NYSE. New York Stock Exchange. |
7.20 | Ownership Incentive Award. The award described in Section 4.2. |
7.21 | Ownership Incentive
Award Percentage. The Ownership Incentive Award Percentage described in Exhibit B. |
7.22 | Performance Incentive Award. The award described in Section 4.1. |
7.23 | Performance Incentive Award Target. The Performance Incentive Award Target described in Exhibit A. |
7.24 | Plan
Year. Calendar year, January 1 - December 31. |
7.25 | Retirement. Means (a) the attainment of age 55 with a minimum of 10 years of continuous employment accompanied by the cessation of employment with the Company and all Subsidiaries, (b) the attainment of age 60 with a minimum of 5 years of continuous employment accompanied by the cessation of employment with the Company and all Subsidiaries,
or (c) “retirement” as determined by the Committee in its sole discretion. |
7.26 | RPU. Restricted Performance Unit. |
7.27 | Shares. Shares of the Class A common stock of the Company. |
CLASSIFICATION As of MIP Record Date of the Plan Year for which the award is made. | PERFORMANCE INCENTIVE AWARD TARGET |
CEO | 165% |
Management Committee | 130% |
Region Manager | 90% |
District
Manager | 85% |
Region Staff Manager | 75% |
District Staff Manager | 60%* |
Mid Manager | 34%* |
Supervisor | 17%* |
CLASSIFICATION As
of MIP Record Date of the Plan Year for which the award is made. | OWNERSHIP INCENTIVE AWARD PERCENTAGE |
CEO | 1.25% |
Management Committee | 1.50% |
Region Managers | 1.75% |
District Managers | 2.00% |
Region Staff Managers | 2.25% |
District
Staff Managers | 2.50% |
Mid Managers | 3.00% |
Supervisors | 3.50% |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/21/19 | |||
| 1/1/19 | ||||
| For Period end: | 12/31/18 | 11-K, 5 | ||
| 11/8/18 | ||||
| 1/1/11 | ||||
| List all Filings | ||||
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 |