Exhibit 10.7
Restricted Stock Unit Agreement for Non-Management Directors Pursuant to the
FedEx Freight Holding Company, Inc. 2026 Omnibus Stock Incentive Plan
THIS RESTRICTED STOCK UNIT AGREEMENT is made this day of [•] (the “Grant Date”), by and between [•] (the “Participant”) and FedEx Freight Holding Company, Inc., a Delaware corporation (the “Company”), pursuant to the Company’s 2026 Omnibus Stock Incentive Plan (as amended from time to time, the “Plan”), which is incorporated into and forms a part of this Agreement. Capitalized terms used in this Agreement which are not defined in this Agreement have the meanings as used or defined in the Plan.
WHEREAS, the Board of Directors, upon the recommendation of the Human Resources and Compensation Committee of the Board of Directors (“Committee”), authorized and directed the Company to make an Award of Restricted Stock Units (“RSUs”) to the Participant under the Plan for the purposes expressed in the Plan;
NOW, THEREFORE, in consideration of the foregoing and the mutual undertakings herein contained, the parties agree as follows:
1. Grant of RSUs. In accordance with the terms of the Plan and subject to the further terms, conditions, and restrictions contained in this Agreement, the Company hereby grants to the Participant [•] RSUs on the Grant Date. Each RSU constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to the Participant, subject to the terms of this Agreement, one Share on the Payment Date as provided herein. Until such delivery, the Participant has only the rights of a general unsecured creditor and no rights as a stockholder of the Company. THIS AWARD IS SUBJECT TO ALL TERMS, CONDITIONS, AND PROVISIONS OF THE PLAN AND THIS AGREEMENT.
2. Vesting and Payout of RSUs.
(a) General. Except as provided in Section 2(b) below, the Shares underlying the RSUs shall vest and be issued to the Participant on the date of the next annual stockholders’ meeting of the Company following the Grant Date (the “Payment Date”). The Participant shall be the beneficial owner of any Shares at the close of business on the Payment Date and shall be entitled to any dividend or distribution that has not already been made with respect to such Shares if the record date for such dividend or distribution is on or after the close of business on the Payment Date.
(b) Death or Disability Prior to the Payment Date. If the Participant’s Service as a Non-Management Director terminates prior to the Payment Date due to Death or Disability, the Participant’s RSUs shall immediately vest and the Shares underlying such RSUs shall be issued to the representative of the Participant’s estate or the Participant, as the case may be, as promptly as practicable thereafter.
(c) Forfeiture Upon Other Terminations. If the Participant’s Service as a Non-Management Director terminates prior to the Payment Date for any reason other than Death or Disability, all RSUs granted hereunder shall immediately be forfeited and cancelled.
3. Dividend Equivalent Rights. The RSUs shall not accrue Dividend Equivalents.
4. Non-Transferability. The restrictions set forth in Section 7.5(a) of the Plan shall apply, and outstanding RSUs, and all rights with respect to the Shares underlying such RSUs, may not be sold, pledged, assigned, exchanged, encumbered, hypothecated, gifted, transferred, or disposed of in any manner, and any assignment in violation of the provisions of this Section 4 shall be void.
5. Effect of Service. Nothing contained in the Plan or this Agreement shall confer upon the Participant the right to continue in service as a Non-Management Director of the Company.
6. Amendment. This Agreement may be amended at any time by written instrument executed by the Company; provided that, other than as provided in Section 23 of the Plan, no amendment shall reduce or diminish the rights of the Participant (as determined by the Committee) without the Participant’s written consent.