SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

United Parcel Service Inc – ‘10-K’ for 12/31/11 – ‘EX-10.7(5)’

On:  Monday, 2/27/12, at 2:19pm ET   ·   For:  12/31/11   ·   Accession #:  1193125-12-81067   ·   File #:  1-15451

Previous ‘10-K’:  ‘10-K’ on 2/28/11 for 12/31/10   ·   Next:  ‘10-K’ on 2/28/13 for 12/31/12   ·   Latest:  ‘10-K’ on 2/20/24 for 12/31/23   ·   6 References:   

Find Words in Filings emoji
 
  in    Show  and   Hints

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

 2/27/12  United Parcel Service Inc         10-K       12/31/11  140:23M                                    Donnelley … Solutions/FA

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   1.90M 
 2: EX-10.1(2)  Material Contract                                   HTML     43K 
 3: EX-10.1(3)  Material Contract                                   HTML    118K 
 4: EX-10.2(4)  Material Contract                                   HTML     43K 
 5: EX-10.2(5)  Material Contract                                   HTML     63K 
 6: EX-10.5     Material Contract                                   HTML    140K 
 7: EX-10.7(4)  Material Contract                                   HTML     57K 
 8: EX-10.7(5)  Material Contract                                   HTML     69K 
11: EX-21       Subsidiaries List                                   HTML     43K 
12: EX-23       Consent of Experts or Counsel                       HTML     39K 
 9: EX-12       Statement re: Computation of Ratios                 HTML     54K 
10: EX-18       Letter re: Change in Accounting Principles          HTML     39K 
13: EX-31.1     Certification -- §302 - SOA'02                      HTML     44K 
14: EX-31.2     Certification -- §302 - SOA'02                      HTML     44K 
15: EX-32.1     Certification -- §906 - SOA'02                      HTML     39K 
16: EX-32.2     Certification -- §906 - SOA'02                      HTML     39K 
95: R1          Document and Entity Information                     HTML     69K 
73: R2          Consolidated Balance Sheets                         HTML    170K 
90: R3          Consolidated Balance Sheets (Parenthetical)         HTML     43K 
99: R4          Statements of Consolidated Income                   HTML    108K 
128: R5          Statements of Consolidated Comprehensive Income     HTML     78K  
77: R6          Statements of Consolidated Cash Flows               HTML    189K 
89: R7          Summary of Accounting Policies                      HTML    113K 
66: R8          Cash and Investments                                HTML    169K 
55: R9          Finance Receivables                                 HTML     93K 
130: R10         Property, Plant and Equipment                       HTML     57K  
101: R11         Company-Sponsored Employee Benefit Plans            HTML    355K  
100: R12         Multiemployer Employee Benefit Plans                HTML    130K  
108: R13         Business Acquisitions, Goodwill and Intangible      HTML     80K  
                Assets                                                           
109: R14         Debt and Financing Arrangements                     HTML    106K  
105: R15         Legal Proceedings and Contingencies                 HTML     53K  
110: R16         Shareowners' Equity                                 HTML    166K  
91: R17         Stock-Based Compensation                            HTML    103K 
96: R18         Segment and Geographic Information                  HTML    107K 
103: R19         Income Taxes                                        HTML    133K  
139: R20         Earnings Per Share                                  HTML     62K  
119: R21         Derivative Instruments and Risk Management          HTML    153K  
83: R22         Restructuring Costs and Business Dispositions       HTML     45K 
102: R23         Subsequent Events                                   HTML     41K  
86: R24         Quarterly Information (Unaudited)                   HTML    114K 
44: R25         Summary of Accounting Policies (Policies)           HTML    192K 
121: R26         Summary of Accounting Policies (Tables)             HTML     82K  
135: R27         Cash and Investments (Tables)                       HTML    177K  
60: R28         Finance Receivables (Tables)                        HTML     96K 
59: R29         Property, Plant and Equipment (Tables)              HTML     52K 
64: R30         Company-Sponsored Employee Benefit Plans (Tables)   HTML    350K 
65: R31         Multiemployer Employee Benefit Plans (Tables)       HTML    121K 
67: R32         Business Acquisitions, Goodwill and Intangible      HTML     80K 
                Assets (Tables)                                                  
32: R33         Debt and Financing Arrangements (Tables)            HTML     92K 
117: R34         Shareowners' Equity (Tables)                        HTML    159K  
81: R35         Stock-Based Compensation (Tables)                   HTML     93K 
84: R36         Segment and Geographic Information (Tables)         HTML    103K 
49: R37         Income Taxes (Tables)                               HTML    133K 
138: R38         Earnings Per Share (Tables)                         HTML     59K  
23: R39         Derivative Instruments and Risk Management          HTML    144K 
                (Tables)                                                         
70: R40         Quarterly Information (Unaudited) (Tables)          HTML    115K 
126: R41         SUMMARY OF ACCOUNTING POLICIES - Additional         HTML     88K  
                Information (Detail)                                             
46: R42         Impacts of All Adjustments Made to Financial        HTML    126K 
                Statements (Detail)                                              
58: R43         Summary of Marketable Securities (Detail)           HTML     72K 
63: R44         CASH AND INVESTMENTS - Additional Information       HTML     64K 
                (Detail)                                                         
74: R45         Age of Gross Unrealized Losses and Fair Value by    HTML     71K 
                Investment Category (Detail)                                     
31: R46         Amortized Cost and Estimated Fair Value of          HTML     71K 
                Marketable Securities by Contractual Maturity                    
                (Detail)                                                         
54: R47         Investments Measured at Fair Value on a Recurring   HTML     69K 
                Basis (Detail)                                                   
26: R48         Changes in Level 3 Instruments Measured on a        HTML     67K 
                Recurring Basis (Detail)                                         
124: R49         Summary of Finance Receivables (Detail)             HTML     53K  
45: R50         FINANCE RECEIVABLES - Additional Information        HTML     55K 
                (Detail)                                                         
118: R51         Rollforward of Allowance for Credit Losses on       HTML     51K  
                Finance Receivables (Detail)                                     
50: R52         Allocation of Finance Receivables Portfolio by      HTML     53K 
                Risk Rating Category (Detail)                                    
71: R53         Aging Analysis of Finance Receivables (Detail)      HTML     57K 
25: R54         Analysis of Impaired Finance Receivables (Detail)   HTML     57K 
28: R55         The Carrying Value of Finance Receivables by        HTML     55K 
                Contractual Maturity (Detail)                                    
62: R56         Property Plant and Equipment (Detail)               HTML     71K 
36: R57         PROPERTY, PLANT AND EQUIPMENT - Additional          HTML     46K 
                Information (Detail)                                             
131: R58         EMPLOYEE BENEFIT PLANS - Additional Information     HTML    103K  
                (Detail)                                                         
79: R59         Net Periodic Benefit Cost for Company Sponsored     HTML     76K 
                Pension and Postretirement Benefit Plans (Detail)                
106: R60         Weighted Average Actuarial Assumptions Used to      HTML     53K  
                Determine the Net Periodic Benefit Cost (Detail)                 
53: R61         Weighted Average Actuarial Assumptions Used to      HTML     47K 
                Determine the Benefit Obligations (Detail)                       
56: R62         Effects of One Percent Change in Assumed Health     HTML     51K 
                Care Cost Trend (Detail)                                         
115: R63         Reconciliation of the Changes in the Plans'         HTML    124K  
                Benefit Obligations and Fair Value of Plan Assets                
                (Detail)                                                         
111: R64         Funded Status as of the Respective Measurement      HTML    104K  
                Dates in Each Year and the Amounts Recognized in                 
                Balance Sheet (Detail)                                           
82: R65         Projected Benefit Obligation, Accumulated Benefit   HTML     62K 
                Obligation, and Fair Value of Plan Assets for                    
                Pension Plans With an Accumulated Benefit                        
                Obligation in Excess of Plan Assets (Detail)                     
113: R66         Amounts in AOCI Expected to be Amortized and        HTML     44K  
                Recognized as a Component of Net Periodic Benefit                
                Cost (Detail)                                                    
51: R67         Fair Values of U.S. Pension and Postretirement      HTML    161K 
                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)                                             
87: R68         Fair Value Measurement of Plan Assets Using         HTML     83K 
                Unobservable Inputs (Detail)                                     
134: R69         Expected Cash Flows for Pension and Postretirement  HTML     70K  
                Benefit Plans (Detail)                                           
27: R70         UPS's Participation in Multiemployer Plans          HTML    102K 
                (Detail)                                                         
43: R71         Multi-Employer Health and Welfare Plans (Detail)    HTML     71K 
72: R72         Allocation of Goodwill by Reportable Segment        HTML     57K 
                (Detail)                                                         
34: R73         BUSINESS ACQUISITIONS, GOODWILL AND INTANGIBLE      HTML     64K 
                ASSETS - Additional Information (Detail)                         
137: R74         Summary of Intangible Assets (Detail)               HTML     60K  
47: R75         Carrying Value of Debt Obligations (Detail)         HTML     78K 
38: R76         Carrying Value of Debt Obligations (Parenthetical)  HTML     44K 
                (Detail)                                                         
42: R77         DEBT AND FINANCING ARRANGEMENTS - Additional        HTML    241K 
                Information (Detail)                                             
29: R78         Recorded Value of Property, Plant and Equipment     HTML     55K 
                Subject To Capital Leases (Detail)                               
33: R79         Aggregate Minimum Lease Payments , Annual           HTML    141K 
                Principal Payments and Amounts Expected to be                    
                Spent for Purchase Commitments (Detail)                          
97: R80         SHAREOWNERS' EQUITY - Additional Information        HTML     79K 
                (Detail)                                                         
40: R81         Roll-forward of Common Stock, Additional Paid-in    HTML    123K 
                Capital, and Retained Earnings Accounts (Detail)                 
132: R82         Roll-forward of Common Stock, Additional Paid-in    HTML     42K  
                Capital, and Retained Earnings Accounts                          
                (Parenthetical) (Detail)                                         
68: R83         Activity in Accumulated Other Comprehensive Income  HTML     90K 
                (Loss) (Detail)                                                  
104: R84         Activity in Accumulated Other Comprehensive Income  HTML     67K  
                (Loss) (Parenthetical) (Detail)                                  
112: R85         Activity in Deferred Compensation Program (Detail)  HTML     68K  
39: R86         Activity Related to Noncontrolling Interests        HTML     56K 
                (Detail)                                                         
41: R87         STOCK-BASED COMPENSATION - Additional Information   HTML    100K 
                (Detail)                                                         
129: R88         Restricted Stock Units Outstanding, Including       HTML     93K  
                Reinvested Dividends (Detail)                                    
35: R89         Options to Purchase Shares of Class A Common Stock  HTML    105K 
                Issued and Outstanding (Detail)                                  
98: R90         Fair Value of Employee Stock Options Granted as     HTML     56K 
                Determined by Black-Scholes Valuation Model                      
                Assumptions (Detail)                                             
94: R91         Summarized Information about Stock Options          HTML     71K 
                Outstanding and Exercisable (Detail)                             
116: R92         SEGMENT AND GEOGRAPHIC INFORMATION - Additional     HTML     46K  
                Information (Detail)                                             
93: R93         Segment Information (Detail)                        HTML     68K 
78: R94         Revenue by Product Type (Detail)                    HTML     67K 
123: R95         Geographic Information (Detail)                     HTML     63K  
75: R96         Income Tax Expense Benefit (Detail)                 HTML     85K 
48: R97         Income Before Income Taxes (Detail)                 HTML     47K 
85: R98         Reconciliation of Statutory Federal Income Tax      HTML     64K 
                Rate to Effective Income Tax Rate (Detail)                       
80: R99         INCOME TAXES - Additional Information (Detail)      HTML     80K 
61: R100        Deferred Tax Liabilities and Assets (Detail)        HTML    111K 
140: R101        U.S. State and Local Operating Loss and Credit      HTML     47K  
                Carryforwards (Detail)                                           
114: R102        Summarized Activity Related to Unrecognized Tax     HTML     66K  
                Benefits (Detail)                                                
92: R103        Computation of Basic and Diluted Earnings Per       HTML     98K 
                Share (Detail)                                                   
30: R104        EARNINGS PER SHARE - Additional Information         HTML     45K 
                (Detail)                                                         
125: R105        DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT -        HTML     47K  
                Additional Information (Detail)                                  
133: R106        Notional Amounts of Outstanding Derivative          HTML     46K  
                Positions (Detail)                                               
127: R107        Balance sheet location of derivative assets and     HTML     65K  
                liabilities and their related fair values (Detail)               
88: R108        Amount and Location in the Income Statement for     HTML     54K 
                Derivatives Designed as Cash Flow Hedges (Detail)                
37: R109        Amount and Location in the Income Statement for     HTML     45K 
                Derivatives Designated as Fair Value Hedges                      
                (Detail)                                                         
107: R110        Amount Recorded in Income Statements for Foreign    HTML     43K  
                Currency Forward Contracts Not Designated as                     
                Hedges (Detail)                                                  
52: R111        Fair Values of Derivative Assets and Liabilities    HTML     55K 
                by Hedge Type (Detail)                                           
24: R112        RESTRUCTURING COSTS AND BUSINESS DISPOSITIONS -     HTML     60K 
                Additional Information (Detail)                                  
76: R113        Quarterly Information (Detail)                      HTML     74K 
69: R114        Quarterly Information (unaudited) - Additional      HTML     71K 
                Information (Detail)                                             
120: R115        Impact of Accounting Policy Change on our           HTML     72K  
                Previously Reported Information (Detail)                         
136: XML         IDEA XML File -- Filing Summary                      XML    215K  
57: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   3.82M 
17: EX-101.INS  XBRL Instance -- ups-20111231                        XML   5.96M 
19: EX-101.CAL  XBRL Calculations -- ups-20111231_cal                XML    395K 
20: EX-101.DEF  XBRL Definitions -- ups-20111231_def                 XML   2.21M 
21: EX-101.LAB  XBRL Labels -- ups-20111231_lab                      XML   2.87M 
22: EX-101.PRE  XBRL Presentations -- ups-20111231_pre               XML   2.49M 
18: EX-101.SCH  XBRL Schema -- ups-20111231                          XSD    459K 
122: ZIP         XBRL Zipped Folder -- 0001193125-12-081067-xbrl      Zip    416K  


‘EX-10.7(5)’   —   Material Contract


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



  EX-10.7(5)  

Exhibit 10.7(5)

UPS LONG-TERM INCENTIVE PERFORMANCE PROGRAM

Terms and Conditions

 

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 establishes this Long-Term Incentive Performance Program (“LTIP”) to provide for LTIP Awards in the form of RPUs pursuant to Article 9 of the United Parcel Service, Inc. 2009 Omnibus Incentive Compensation Plan, as amended from time to time, and any successor plan (“ICP”). This document sets forth the rules under which LTIP Awards shall be made and administered. Capitalized terms shall have the meanings set forth in the ICP or in Section 9 herein.

The LTIP shall be effective as of January 1, 2012 (“LTIP Effective Date”).

 

  1.2 Objectives of the LTIP. The objectives of LTIP are to promote continuity in management and provide incentives to key managers.

 

  1.3 Duration of the Program. The LTIP shall commence on the LTIP Effective Date and shall remain in effect, subject to the right of the Committee to amend or terminate the LTIP at any time pursuant to Section 8.3 hereof.

 

2. Administration.

 

  2.1 Authority of the Committee. The LTIP will be administered by the Committee, which shall have the same power and authority to administer the LTIP as it does to administer the ICP.

 

  2.2 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.

 

3. Eligibility for Awards. Only an Eligible Employee shall be eligible to be considered for an LTIP Award. The UPS Salary Committee shall have broad discretion to determine the eligibility criteria for Eligible Employees. The receipt of an LTIP Award in any year does not entitle an individual to an award in any subsequent year.

 

4. LTIP Awards. The UPS Salary Committee makes a recommendation as to the LTIP awards to be granted to Eligible Employees, based primarily on the recommendation of their district, region and corporate group managers. The Committee will make the grant of LTIP Awards based on the recommendations of the UPS Salary Committee.

 

  4.1 Target LTIP Award Percentage. An Eligible Employee’s Target LTIP Award Percentage is determined by the Committee based on his or her level of management as of the Grant Date.


  4.2 Form of Award. A LTIP Award shall be made in the form of RPUs pursuant to Article 9 of the ICP. The target number of RPUs is based on the product of the Target LTIP Award Percentage and the Eligible Employee’s Annualized Base Salary divided by the Fair Market Value of a Share on the Grant Date. The total target number of RPUs may be divided into one or more Performance Measurement Tranches.

 

  4.3 Performance Measurement Tranches. 

 

  4.3.1 General. When an Eligible Employee receives an LTIP Award, he or she shall receive an LTIP Award Document that sets forth the target number of RPUs for the entire LTIP Cycle, the target number of RPUs for each Performance Measurement Tranche and such other terms and conditions as the Committee shall determine. The number of RPUs actually earned for each Performance Measurement Tranche shall be determined after the end of the relevant performance period based on the achievement of specific performance targets, including, if applicable, a Performance Target Matrix, established for that period by the Committee in accordance with Section 5.1. The Committee may use the same or different performance targets and matrixes for each Performance Measurement Tranche in an LTIP Cycle. For example, the performance goal for one or more Performance Measurement Tranches could be growth in consolidated revenues and consolidated operating return on invested capital while the performance goal for another Performance Measurement Tranche in the same LTIP Cycle could be based on earnings per share. Performance targets or matrixes shall be attached to the LTIP Award Documents or otherwise provided to Eligible Employees.

 

  4.3.2 Award Determination. For each Performance Measurement Tranche, the Committee shall review and approve the extent to which the pre-established performance targets have been achieved as described in Section 5.2. One-hundred percent (100%) of the target number of RPUs for the Performance Measurement Tranche shall be credited to an Eligible Employee’s LTIP Account upon 100% achievement of the performance targets for the Performance Measurement Tranche. In establishing the performance targets and matrixes in accordance with Section 5.1, the Committee also may authorize payment of a percentage less than or more than 100% of the target number of RPUs for the Performance Measurement Tranche based on achievement of performance targets at a percentage less than or more than, respectively, 100%.

 

  4.3.3 DEUs. An Eligible Employee’s LTIP Account will be promptly credited with DEUs attributable to the RPUs that have been credited to his or her LTIP Account.

 

2


  4.4 Maximum Individual Award. The aggregate payout with respect to an LTIP Award shall not exceed the limitations of Section 4.1 of the ICP.

 

5. Satisfaction of Internal Revenue Code Section 162(m) for Performance Incentive Award for Management Committee Eligible Employees. LTIP Awards are intended to satisfy the Performance-Based Exception in order to maximize the deductibility of awards made to “covered employees” within the meaning of Code Section 162(m).

 

  5.1

Performance Goals and Maximum Award. In accordance with Sections 11.2 and 11.3 of the ICP and no later than the 90th day of each Plan Year, the Committee shall establish the specific performance goals and matrixes described in Sections 4.3.2 and 4.4.2 that are required to be achieved for payment of LTIP Awards for such Plan Year.

 

  5.2 Committee Certification. In accordance with Section 11.4 of the ICP, after the Form 10-K has been filed for the applicable Plan Year, the Committee shall determine and certify in writing prior to the payment of any portion of LTIP Award to an Eligible Employee (i) that the specific performance goals and any other material terms applicable to the LTIP Awards have been satisfied for the Plan Year and (ii) the amount of the LTIP Award for each Eligible Employee. If the performance goals and other material terms applicable to LTIP Awards are not satisfied, no LTIP Awards shall be paid to Eligible Employees.

 

6. Vesting.

 

  6.1 General. The RPUs and DEUs credited to an Eligible Employee’s LTIP Account during the LTIP Cycle shall vest on the Vesting Date for such LTIP Cycle, provided that the Eligible Employee is continuously employed by UPS or a subsidiary during the LTIP Cycle and through such Vesting Date. The benefit payable to the Eligible Employee shall be based entirely on the number of vested RPUs and DEUs credited to his or her LTIP Account at the time the LTIP Award becomes payable.

 

  6.2 Demotion. If an Eligible Employee is demoted before the Vesting Date for an LTIP Cycle to a position that would have been ineligible to receive an LTIP Award, he or she shall forfeit any right to RPUs or DEUs for the Performance Measurement Tranche for the year in which the demotion occurs and for any Performance Measurement Tranche commencing after the demotion. The Eligible Employee shall retain any RPUs and DEUs credited to his or her LTIP Account prior to the demotion, subject to satisfaction of Section 6.1.

 

  6.3

Termination of Employment. If an Eligible Employee’s employment terminates by reason of his or her death, Disability or Retirement before the Vesting Date, he or she immediately shall vest in any RPUs and DEUs for a Performance Measurement Tranche that was completed prior to the termination, and he or she shall forfeit any right to RPUs or DEUs for the Performance Measurement Tranche for the year in which the termination occurs and for any Performance

 

3


  Measurement Tranche commencing after the termination. Further, if an Eligible Employee terminates employment before the applicable Vesting Date for any reason other than death, Disability or Retirement, he or she shall forfeit the LTIP Award in its entirety.

 

7. Payment of Awards.

 

  7.1.1 Form and Timing. Shares attributable to vested RPUs and DEUs credited to his or her LTIP account shall be transferred to the Eligible Employee (or his or her estate in the event of death) at the following time:

 

  (A) If the Eligible Employee is employed on the Vesting Date, during the calendar quarter that includes the applicable Vesting Date;

 

  (B) If the Eligible Employee terminates employment prior to the applicable Vesting Date as a result of death, no later than 90 days after the date of his or her death; and

 

  (C) If the Eligible Employee terminates employment prior to the applicable Vesting Date as a result of Disability or Retirement, during the calendar quarter that includes the applicable Vesting Date and at the same time as shares are transferred to an Eligible Employee employed on the Vesting Date under (A) above as if the former Eligible Employee had continued to be employed by the Company or an Affiliate through such Vesting Date.

 

  7.2 Tax Withholding. LTIP Awards shall be reduced for applicable taxes, or the Eligible Employee shall remit taxes in accordance with Article 15 of the ICP.

 

8. Miscellaneous.

 

  8.1 Awards Subject to the Terms of the ICP. LTIP Awards are subject to the terms of the ICP.

 

  8.2 Section 409A Compliance. Each LTIP Award is intended either to be exempt from Section 409A or to comply with Section 409A. To the extent that benefits provided under an LTIP Award 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, then if the Eligible Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, to the minimum extent required by Section 409A of the Code, no amount of deferred compensation shall be paid or transferred to the Eligible Employee as a result of the Eligible Employee’s separation from service until the date which is the earlier of (i) the expiration of the six month and one day period measured from the date of the Eligible Employee’s separation from service or (ii) the date of the Eligible Employee’s death (the “Delay Period”). All amounts subject to the Delay Period shall be transferred to the Eligible Employee promptly after the Delay Period.

 

4


  8.3 Amendment and Termination. The Committee may amend, alter, suspend or terminate the LTIP and any LTIP Award at any time subject to the terms of the ICP. Any such amendment shall be in writing signed by a majority of the members of the Committee. The UPS Salary Committee may make administrative amendments to the LTIP from time to time; provided, however, that any such amendment shall be in writing, signed by all members of the UPS Salary Committee and a copy of any such amendment shall be reviewed with the Committee and kept with the records of the LTIP.

 

9. Definitions. Except as set forth below, capitalized terms shall have the meanings set forth in the ICP.

 

  9.1 Annualized Base Salary. An Eligible Employee’s rate of pay for a single fixed pay installment determined as of the Grant Date multiplied by the number of mandatory fixed pay installments for the Plan Year.

 

  9.2 Committee. The Committee as defined in Section 1.1.

 

  9.3 Company. United Parcel Service, Inc.

 

  9.4 DEUs. Dividend equivalent units for dividends paid on a share of UPS class A common stock determined as follows:

 

  9.4.1 (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

 

  9.4.2 (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.

Each DEU shall have a value equal to one share of UPS class A common stock.

 

  9.5 Disability. Disability as defined in the Company’s long-term disability plan, or if no such plan exists, as determined by the Committee in its discretion.

 

  9.6 Eligible Employee. For each Plan Year, an Employee who is classified at the region staff manager level or another level having equivalent or greater responsibilities and satisfies such other eligibility criteria as may be developed from time to time by the UPS Salary Committee.

 

  9.7 Grant Date. The date as of which an LTIP Award is granted, as shown on the Award Document for such LTIP Award.

 

5


  9.8 ICP. The United Parcel Service, Inc. 2009 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.

 

  9.9 LTIP. The Long-Term Incentive Performance Program, as amended from time to time.

 

  9.10 LTIP Account. A bookkeeping account maintained to keep track of the LTIP Award and any adjustments made to such award.

 

  9.11 LTIP Award. The award described in Section 4.1.

 

  9.12 LTIP Cycle. A cycle of at least three Plan Years as determined by the Committee. For example, the 2012 LTIP Cycle begins on January 1, 2012 and ends no earlier than December 31, 2014 and the 2013 LTIP Cycle begins on January 1, 2013, and ends no earlier than December 31, 2015.

 

  9.13 LTIP Effective Date. The date described in Section 1.1.

 

  9.14 NYSE. The New York Stock Exchange.

 

  9.15 Performance Measurement Tranche. A Performance Measurement Tranche described in Section 4.3.1.

 

  9.16 Performance Target Matrix. A Performance Target Matrix described in Section 4.3.1.

 

  9.17 Plan Year. The calendar year, January 1 - December 31.

 

  9.18 RPU. A Restricted Performance Unit, which is a bookkeeping unit, the value of which corresponds to one share of UPS Class A common stock.

 

  9.19 Target LTIP Award Percentage. The percentage described in Section 4.1.

 

  9.20 UPS Salary Committee. The Salary Committee of United Parcel Service, Inc.

 

  9.21 Vesting Date. January 31 immediately following the end of the LTIP Cycle. For example, January 31, 2015 is the Vesting Date for the 2012 LTIP Cycle if that cycle is three Plan Years.

 

6


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
12/31/1510-K,  11-K,  5
1/31/15
12/31/1410-K,  11-K,  5,  5/A,  ARS
1/1/13
Filed on:2/27/12
1/1/12
For Period end:12/31/1111-K,  5
 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
 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
12/26/12  SEC                               UPLOAD9/24/17    1:36K  United Parcel Service Inc.
 9/21/12  SEC                               UPLOAD9/24/17    1:167K United Parcel Service Inc.
Top
Filing Submission 0001193125-12-081067   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Tue., May 14, 4:29:57.2am ET