Fedex Corp

FedEx Corporation (together with its subsidiaries, the "Company") may provide certain Severance Benefits (as defined below) to eligible participants upon a Qualifying Termination (as defined below) under this FedEx Executive Severance Pay Plan (the "Plan"). The purpose of the Plan is to attract and retain qualified executives and provide severance pay and benefits to Participants. This Plan and the Company's Policy on Limitation of Severance Benefits are the exclusive arrangements governing the payment of severance pay benefits for qualifying Participants. For the avoidance of doubt, any Severance Benefits payable to a Participant under this Plan will be paid solely in lieu of, and not in addition to, any severance benefits payable under any offer letter, severance arrangement, or other program or agreement on account of the Participant's termination of employment with the Company under the circumstances covered by this Plan, including any Management Retention Agreements and the Company's Severance Pay Plan (as amended and restated from time to time).

The Plan qualifies as a "top hat" plan that is maintained primarily to provide severance compensation and benefits to a select group of "management or highly compensated employees" within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, and therefore the Plan is exempt from the provisions of Parts 2, 3, and 4 of Title I of ERISA. The Plan is not intended to be an "employee pension benefit plan"or"pension plan" within the meaning of Section 3(2) of ERISA. Rather, the Plan is intended to be a "welfare benefit plan" within the meaning of Section 3(1) of ERISA and to meet the descriptive requirements of a plan constituting a "severance pay plan" within the meaning of regulations published by the Secretary of Labor at 29 CFR § 2510.3-2(b). No employee contributions are required or permitted. This document constitutes both the written instrument under which the Plan is maintained and the required summary plan description for the Plan.

This Plan is effective as of July 20, 2026 (the "Effective Date").

An Eligible Participant of the Company participates in this Plan if he or she has signed and delivered to the Company, within the time set by the Company, a participation agreement in the form attached hereto as Appendix A and undergoes a Qualifying Termination. An Eligible Participant who has done so shall be a "Participant" in this Plan. A "Qualifying Termination" shall mean a termination of employment by the Company without Cause (as defined below) or by the Participant for Good Reason (as defined below). In no event shall any Eligible Participant be considered a Participant unless and until such Eligible Participant has executed the participation agreement.

(a) Termination by the Company for Cause; Termination by the Participant Without Good Reason; Termination by Reason of Death or Disability . If the Participant's employment is terminated for Cause, or if the Participant terminates his or her employment without Good Reason, or if the Participant's employment terminates due to death or Disability, (i) the Company shall pay the Participant all accrued compensation and benefits required by applicable law (the "Accrued Benefits") and (ii) no severance shall be payable to the Participant, including under this Plan.

(b) Termination by Company Without Cause; Termination by the Participant with Good Reason . If the Participant experiences a Qualifying Termination, then, in addition to the Accrued Benefits, the Participant will be entitled to receive the severance benefits set forth in this Section 3(b) (the "Severance Benefits"), subject to the Participant's compliance with the terms of the Plan, including Section 5 below:

(i) If such Qualifying Termination occurs during the Change of Control Period (as defined below), the Company shall pay the Participant (consistent with the standard payroll practices of the Company):

(A) an amount equal to two times the sum of (x) such Participant's Base Salary (as defined below) as in effect as of Date of Termination (as defined below) plus (y) such Participant's Target Bonus (as defined below), to be paid in a lump sum as soon as reasonably practical and in accordance with the Company's standard payroll practices following the Release Effective Date (as defined below);

(B) a prorated bonus under any active annual bonus plan for the year in which the Qualifying Termination measured at actual performance and paid at such time bonuses are paid to similarly situated employees of the Company;

(C) if the Participant participates in the health and welfare benefit plans of the Company, a taxable cash payment equivalent to the difference between the monthly COBRA premium paid by the Participant for themself and their eligible dependents and the monthly premium amount paid by similarly situated active employees of the Company for a period of eighteen (18) months following the Date of Termination, to be paid in a lump sum as soon as reasonably practical and in accordance with the Company's standard payroll practices following the Release Effective Date;

(D) outplacement services through an outplacement services provider provided by the Company from time to time; and

(E) reimbursement for the actual cost of preparing and filing income tax returns for the year in which the Date of Termination occurs, in accordance with the generally applicable policies for reimbursing officers of the Company for such costs; provided that the Participant submits such request for reimbursement in writing no later than May 31 st of the year following the year in which the Date of Termination occurs.

(ii) If such Qualifying Termination occurs during the period that is not the Change of Control Period, the Company shall pay the Participant (consistent with the standard payroll practices of the Company):

(A) an amount equal to the Multiplier (as defined below) times the sum of (x) such Participant's Base Salary as in effect as of the Date of Termination plus (y) such Participant's Target Bonus, to be paid in a lump sum as soon as reasonably practicable and in accordance with the Company's standard payroll practices following the Release Effective Date;

(B) a prorated bonus under any active annual bonus plan for the year in which the Qualifying Termination occurs measured at actual performance and paid at such time bonuses are paid to similarly situated employees of the Company;

(C) if the Participant participates in the health and welfare benefit plans of the Company, a taxable cash payment equivalent to the difference between the monthly COBRA premium paid by the Participant for themself and their eligible dependents and the monthly premium amount paid by similarly situated active employees of the Company for a period of eighteen (18) months following the Date of Termination, to be paid in a lump sum as soon as reasonably practical and in accordance with the Company's standard payroll practices following the Release Effective Date;

(D) outplacement services through an outplacement services provider provided by the Company from time to time; and

(E) reimbursement for the actual cost of preparing and filing income tax returns for the year in which the Date of Termination occurs, in accordance with the generally applicable policies for reimbursing officers of the Company for such costs; provided that the Participant submits such request for reimbursement in writing no later than May 31 st of the year following the year in which the Date of Termination occurs.

The Company shall have the discretion, from time to time and on a case-by-case basis, to provide such additional benefits, whether under this Plan or any other plan or arrangement, as it deems necessary or appropriate. In no event shall the provision of any such benefit for one Participant create a precedent or require that any other Participant be provided such benefit, either under this Plan or any other plan or arrangement.

(c) Special Provision of Services for Chief Executive Officer . Subject to the Chief Executive Officer's compliance with the terms of the Plan, including Section 5 below, upon the Chief Executive Officer's termination of employment in connection with a "Retirement" (as defined in the Omnibus Plan or otherwise as provided in the applicable award agreement), for the period beginning on the Date of Termination and ending on the three year anniversary of the Date of Termination, the Company may continue to provide reasonable administrative, information technology support, and physical security services (the "Support Services"); provided that the Support Services shall not exceed (i) $250,000 in any fiscal year and (ii) $750,000 in the aggregate; provided , further , that such Support Services shall be further subject to the Chief Executive Officer's entrance into, and continued provision of services with respect to, a consulting services agreement reasonably acceptable to the Company, pursuant to which the Chief Executive Officer shall remain available to provide reasonable consulting services to the Company during the time such Support Services are provided; provided , further , that any amounts with respect to the Support Services shall not be paid in cash to the Chief Executive Officer and shall only represent in-kind benefits.

(a) Except as otherwise set forth in this Section 4, with respect to each equity or equity-based award held by a Participant under the Omnibus Plan, such awards shall remain subject to the terms and conditions set forth in the Omnibus Plan and the applicable award agreement thereunder. Participant shall not be eligible to receive any additional awards under the Omnibus Plan following the Date of Termination.

(b) If, as of the Date of Termination, such Participant has provided continuous service to the Company for at least twenty (20) years, such Qualifying Termination shall be treated as a "Retirement" (as defined in the Omnibus Plan or otherwise as provided in the applicable award agreement) as of the Date of Termination for purposes of the treatment of each equity or equity-based award held by such Participant.

5. Release Requirement; Restrictive Covenants.

The Company intends that all payments and benefits provided under this Plan shall satisfy the requirements for a short-term deferral or an involuntary separation plan payment so as not to be treated as deferrals of compensation. Notwithstanding the foregoing, to the extent any payments or benefits under this Plan are subject to Section 409A of the Code ("Section 409A"), this Plan shall be interpreted and administered to the maximum extent possible to comply with Section 409A. For purposes of any payments or benefits under this Plan subject to Section 409A:

(a) The Participant shall not be considered to have terminated employment with the Company unless the Participant would be considered to have incurred a "separation from service" within the meaning of Section 409A.

(b) Each separate payment to be made or benefit to be provided under this Plan shall be construed as a separate identified payment for purposes of Section 409A.

(c) Any payments subject to execution of an effective release shall be paid within 60 days following the executive's separation from service; provided , however , that, if this 60-day period begins in one calendar year and ends in a later calendar year, the payment will be made in the second calendar year on a date determined by the Company.

(d) If the Participant is a "specified employee" within the meaning of Section 409A at the time of the Participant's separation from service, to the extent required under Section 409A to avoid accelerated taxation and tax penalties, any amounts payable during the six-month period immediately following the Participant's separation from service shall instead be paid on the first business day after the date that is six months following the Participant's separation from service (or, if earlier, the Participant's date of death).

The Company makes no representation that payments described in this Plan will be exempt from or comply with Section 409A, and in no event shall the Company be liable to any Participant for any taxes, penalties or interest incurred under Section 409A, Section 4999 or any other provision of the Code.

Notwithstanding any provision of the Plan to the contrary, if any payments or benefits a Participant would receive from the Company under the Plan or otherwise in connection with the Change in Control (the "Total Payments") (a) constitute "parachute payments" within the meaning of Section 280G of the Code ("Section 280G"), and (b) but for this Section 7, would be subject to the excise tax imposed by Section 4999 of the Code ("Section 4999"), then such Participant will be entitled to receive either (i) the full amount of the Total Payments or (ii) a portion of the Total Payments having a value equal to One Dollar ($1) less than three (3) times such Participant's "base amount" (as such term is defined in Section 280G(b)(3)(A)), whichever of (i) and (ii), after taking into account applicable federal, state, local income and employment taxes and the excise tax imposed by Section 4999, results in the receipt by such Participant, on an after-tax basis, of the greatest portion of the Total Payments. Any determination required under this Section 7 shall be made in writing by a nationally recognized accounting firm or tax preparation firm appointed by the Company prior to the Change in Control (together, the "Accountants"), whose determination shall be conclusive and binding for all purposes upon the applicable Participant and the Company. For purposes of making the calculations required by this Section 7, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and Section 4999. In the event that any payment or benefit intended to be provided hereunder is required to be reduced pursuant to this Section 7, then the reduction will be made in accordance with Section 409A and will occur in the following order: (a) first, by reducing any cash payments with the last scheduled payment reduced first; (b) second, by reducing any equity-based benefits that are included at full value under Q&A-24(a) of the Treasury Regulations promulgated under Section 280G (the "280G Regulations"), with the highest value reduced first; (c) third, by reducing any equity-based benefits included on an acceleration value under Q&A-24(b) or 24(c) of the 280G Regulations, with the highest value reduced first; and (d) fourth, by reducing any non-cash, non-equity based benefits, with the latest scheduled benefit reduced first. Such payments or benefits shall be reduced in a manner that maximizes the Participant's economic position. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A, and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero.

(a) Except to the extent that federal law governs, this Plan will be construed, administered, and enforced in accordance with the laws of the State of Tennessee.

(b) Any provision in this Plan that is prohibited or unenforceable by reason of applicable law in any jurisdiction shall be ineffective, but only in that jurisdiction and only to the extent of such prohibition or unenforceability, without invalidating or affecting the remaining provisions of the Plan.

(c) Participants may not assign or transfer the benefits provided under this Plan.

(d) Except as may be provided under any other agreement between the Participant and the Company, the employment of any Participant by the Company is "at will" and may be terminated by either the Participant or the Company at any time, subject to applicable law. Nothing in this Plan shall be construed as conferring any right upon a Participant with respect to the continuation of employment or interfere with the right of the Company to terminate any Participant's employment at any time.

(e) For the avoidance of doubt, no severance payment made under this Plan shall be considered as creditable "compensation" under any benefit plan maintained by the Company, unless specifically provided for under the applicable plan documents or required by applicable law.

(f) If the Company is obligated by the WARN Act to provide Participants with compensation or benefits upon a plant closing or mass layoff, then any benefits provided under this Plan will be reduced or offset by the amount of the compensation and benefits Participants receive under the WARN Act.

(g) Except with respect to any rights to cancel or recover such payments under the Plan in connection with a violation of a restrictive covenant or in connection with the Participant's receipt of corresponding health benefits from a subsequent employer, the Company's obligation to make the payments provided for in this Plan and otherwise to perform its obligations will not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, cancellation, defense or other claim, right or action which the Company may have against the Participant or any other person. In no event will the Participant be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Participant under any of the provisions of this Plan, nor will the amount of any payment under this Plan be reduced, except as otherwise specifically provided herein, by any compensation or benefit earned by the Participant as a result of employment by another employer.

(h) Any payment made pursuant to this Plan will be paid, less standard withholdings and other deductions authorized by the Participant or required by law.

(i) Prior to the Change of Control Period, the Company, by action of the Board, reserves the right to amend or terminate the Plan or the benefits provided hereunder at any time. Any amendment or termination of the Plan will be in writing. Once a Participant has incurred a Qualifying Termination, no amendment or termination of the Plan may, without that Participant's written consent, reduce or alter to the detriment of such Participant the payments and benefits to which the Participant is entitled or otherwise adversely impact such Participant's rights under this Plan.

(j) Effective as of the beginning of the Change of Control Period, this Plan may not be subject to amendment or termination without the written consent of the Participants. This Plan shall not be terminated by any merger or consolidation of the Company whereby the Company is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the assets of the Company. In the event of any such merger, consolidation or transfer of assets, the provisions of this Plan shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred.