EX-10.11 5 ups-12312018xexhibit1011.htm EXHIBIT 10.11 - OFFER OF EMPLOYMENT
Exhibit 10.11
May 4, 2018
Mr. Kevin Wa rr en
Dear Kevin,
S in ce t h e ea rlie s t d ays of U P S, ov er 11 0 years ago, we'v e regarded our management tea m as part n ers. Ou r company's founder, Jim Casey, established a cultu re where we share ownership in the company, a res pon s ibility to h e lp one another and our communities, and a commi tmen t to int egrity and t h e values o f UPS.
We are proud to offer you the op portuni ty to j o in our partn ers hip. On behalf of UPS, I am pleased to formally ex tend to you the offer to b ecome Seni or V ice Pr es id ent an d C hi e f Marketing Officer. Your talents and ex p e ri e n ce a re a perfect fi t f o r U PS, and I beli eve t hat you will find the oppo r tuni ty r ewarding and challenging.
Thi s let te r co n firms t h e k ey terms o f our of fer of em pl oy m ent.
Compens ation

• | Your initial b ase salary will be $50,000 p e r month ($600,000 annually). Merit increa ses are recommended on an annual basis and follow U PS meri t gui dan ce and take effect with April payroll.

• | Y ou will b e e li g ibl e to partici p ate in th e UPS Management Incentive P rog r am (MI P) i n acco rd ance wit h the te r ms of the M IP as in eff ec t from time-to-time. The target value of your annual award will be 130% of your ann uali zed base salary. The actual award will be d eter mined by multiplying you r t a r ge t award value by a factor that i s determined based up on company p e rf ormance against annually defined measu r es. Currently, any earned M IP awa rd i s paid one-third in e l ectab l e cash and two-thirds in restricted performance units ("RPUs") granted pursuant to t h e applicable UPS stock incentive plan. These RPUs vest pr o-r ata ove r five yea r s and convert to U P S C la ss A stoc k (net of a pplic ab l e tax wi thholdin gs) foll owing ves tin g. However, yo u r initial award will b e prorated and p ai d in unrestricted Class A UPS stock in Marc h 2019. Subs equ ent awa rd s will follow the process outlined above.

• | As a UPS MIP participant, yo u will b e e ligibl e to receive ann uall y a U P S Ownership I ncentive Award.

Under cur rent prog ram ter m s, your UPS Own ership In ce nti ve Award is 1.5% of the va l ue of your eligible U P S holdings (in cluding certain RPUs an d R SUs) up to a maximum of one month's salar y and i s d elive red in co njuncti o n with MIP aw ard s in March o f ea ch year. Li ke th e MI P award, the U P S Ownership Inc entiv e awa r d is paid o ne-third in e l ectab l e cash and two-t hir d s in RPUs, pursuant t o the app lic a bl e stoc k inc entive plan. However, the delivery of th e UPS Owner s hip Incentive award for 2018, to be delivered in March 2019, will b e paid entirely in fully vested U P S C l ass A stock.
Offer of Employment With UPS for Kevin Warren
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• | You will be eligible to participate in the UPS Long-Term Incentive Performance award program (LTIP) in accordance with the terms of the LTIP as in effect from time-to-time. The LTIP provides for equity grants to senior UPS leaders and is focused on delivering long-term shareholder value. LTIP awards currently are paid in Performance Units that vest and convert to UPS Class A stock three years after grant. Your target LTIP award level will be 350% of your annualized base salary. The actual award values will be determined by company performance measured against the established targets for Revenue Growth, ROIC and RTSR metrics (with such metrics subject to change in future years). LTIP awards are normally granted annually in March.

• | You will be eligible to receive an annual non-qualified stock option grant pursuant to the applicable UPS stock incentive plan. The target stock option award value for your position currently is 30% of annualized salary and is generally awarded in March of each year. The stock options vest pro-rata over five years, with a ten-year maximum term and are subject to the terms of the stock plan and an award agreement. The number of options will be determined by dividing the total grant value by the Black Scholes valuation of the options determined as of the date of grant.

• | You will be eligible for participation in the UPS Deferred Compensation Plan. This plan allows deferral of your salary as well as the cash portion of UPS Management Incentive Program awards in accordance with the limitations set forth in the terms and conditions of the plan.

• | You will be eligible to participate in UPS's defined contribution retirement program, subject to the terms and conditions thereof as in effect from time to time. As presently structured, the program provides:

◦ | A 50% company match on your contributions up to 6% of eligible compensation; and

◦ | A service-based UPS Retirement Contribution which begins as 5% of eligible compensation,

increasing after five years of service, and is fully vested after three years of service.

• | You will be eligible for personal financial counseling services and tax return preparation reimbursement, within the limits established by UPS. The current annual limit for personal financial counseling and tax preparation services is $15,000.

Benefits

• | You will be eligible to participate in the UPS Flex Benefits Plan in accordance with the terms and conditions thereof, including the following benefits:

◦ | Healthcare (multiple plan options)

◦ | Dental

◦ | Vision Care

◦ | AD&D Coverage

◦ | Life Insurance (self, spouse, children)

◦ | Critical Illness Insurance

◦ | Healthcare Spending Account

◦ | Child/Elder Care Spending Account

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

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

Offer of Employment With UPS for Kevin Warren
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• | The Senior Vice President and Chief Marketing Officer position requires you to be based in Atlanta.

You will be eligible to participate in the UPS New Hire Homeowner Relocation Program ("Relocation Assistance"), including pre-move house-hunting expenses, temporary living expenses, home purchase expenses (e.g. fees), household goods moving expenses, and final moving expenses. The terms and conditions of the Relocation Assistance program will be separately provided to you.
Consideration for Forfeited Compensation from Previous Employer
The following benefits will be provided to you in consideration of the compensation you are forfeiting due to your termination of employment from your prior employer. The information below is intended to provide you a summary of each of these specific, one-time awards. The vesting schedule for the RSU grant described below will be as specified in the grant award agreement that you will be required to accept in connection with the grant of the award.

• | You will receive a special one-time grant of Restricted Stock Units (RSUs) valued at $3 million as consideration for equity forfeited from your previous employer. The RSUs will be awarded pursuant to (and subject to the terms of) the UPS 2015 Omnibus Incentive Compensation Plan and a Restricted Stock Unit Award Agreement, and the number of RSUs awarded will be calculated by dividing $3 million by the closing price of UPS stock on the grant date. The grant date for your award will be August 2018. This award will vest as follows: 33.3% in January 2019, 33.3% in January 2020, 33.3% in January 2021 subject to your continued employment through each applicable vesting date (however, if your employment is terminated by UPS without "Cause"1 you will continue vesting in the RSUs; similarly, if your employment is terminated by death or disability, vesting will occur in accordance with the terms of the award). Promptly following each vesting date, UPS Class A Shares will be issued to you (net of tax withholdings). The grant award agreement includes a more detailed description of the vesting and other terms of the RSUs.

• | You will receive Transition Payments in the total amount of $2,450,000 (less tax withholdings), paid to you as follows subject to your continued employment through each applicable payment date: $950,000 on June 30, 2018, $750,000 on June 30, 2019, $750,000 on June 30, 2020 (however, if your employment is terminated by UPS without "Cause" or your employment is terminated by death or disability you will receive the June 30, 2019 and June 30, 2020 payments, if not already received.)

Additional Terms

1. | You will be an "at-will" employee, which means either you or UPS may terminate your employment at any time and for any reason.

2. Your employment is contingent upon your relocation to the Atlanta metropolitan area no later than June 30, 2019.
______________________________________________________________________________________________________

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

Offer of Employment With UPS for Kevin Warren
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3. If you are terminated for Cause or you resign from UPS within 36 months following your start date, you agree to repay the full amount of the paid Transition Payment within 30 days of your last day of employment. Your signature below indicates your agreement to these repayment terms.
4. If you are terminated for Cause or you resign from UPS within 24 months following your start date, you agree to repay the full amount of any Relocation Assistance you received within 30 days of your last day of employment. You will be required to sign a separate repayment agreement before receiving these benefits.
5. Your employment is contingent upon your signing the attached UPS Protective Covenant Agreement. This agreement protects the company's intellectual property, talent and competitive advantages while also meeting stockholder expectations governing executive compensation. I urge you to read this agreement carefully and make sure that you understand its terms. In summary, the restrictions set forth in the Agreement include:

• | A prohibition on disclosure of the company's confidential information;

• | A non-compete provision covering all domestic and worldwide geographic areas in which UPS does

business in the transportation and logistics industries; and

• | A prohibition on recruiting or soliciting Company employees and customers.

6. This offer is contingent on background check results.
7. We anticipate your start date with UPS to be June 1, 2018.
8. This offer letter supersedes any other offer letters signed by the parties.
Offer of Employment With UPS for Kevin Warren
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Summary

Core Compensation Package. | Amount.
Base Salary | $50,000 / month ($600,000 /year) - Merit increases are recommended and applied in April each year
Management Incentive Program (MIP) Performance Incentive | Target of 130% of annualized salary ($780,000) - Awards generally granted in March each year - Initial award will be prorated and paid in unrestricted Class A UPS stock (March 2019) - Subsequent awards payable 1/3 electable cash and 2/3 RPUs with five-year graded vesting
Management Incentive Program (MIP) Ownership Incentive | 1.50% of the value of eligible UPS holdings (up to $50,000) - Eligible holdings include Class A UPS stock and any outstanding or unvested RSUs & RPUs (except LTIP RPUs) - Same delivery as MIP Performance Incentive
Long-Term Incentive Performance Award (LTIP) Program | Target of 350% of annualized salary ($2,100,000) - Awards generally granted in March each year - Delivered in RPUs and payable at completion of 3-year performance period
Stock Options | 30% of annualized salary ($180,000) - Awards generally granted in March each year - Non-qualified options, 5-year graded vesting, 10-year term
TOTAL TARGET COMPENSATION | $3,710,000

Benefits ·... | Detail.
UPS Retirement Program | Currently 50% company match on contributions up to 6% of eligible compensation +Service-based UPS Retirement Contribution - Company contribution increases over time
UPS Flex Benefits Plan | Healthcare (multiple plan options), Dental, Vision Care, AD&D Coverage, Life Insurance, Critical Illness Insurance, Healthcare Spending Account, Child/Elder Care Spending Account.
Financial Services and Tax Preparation Benefit | $15,000 I year
UPS New Hire Homeowner Relocation Program | Pre-move house-hunting expenses, temporary living expenses, home purchase expenses (e.g. fees), household goods moving expenses, and final moving expenses.

Buy-Out /Retention Awards | Amount
Special One-Time RSU Grant as consideration for forfeited compensation | $3,000,000 - Vests in equal installments of $1,000,000 in January 2019, January 2020, & January 2021 - Conversion to Class A UPS stock upon vesting
Transition Payments | $2,450,000 - Payable in three installments of $950,000 on June 30, 2018, $750,000 on June 30, 2019, & $750,000 on June 30, 2020

Offer of Employment With UPS for Kevin Warren
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I look forward to working with you and expect you will find your partnership with UPS to be a rewarding and exciting experience. If you have any questions, please feel free to contact me.
Sincerely,
/S/ TERI P. MCCLURE
Teri P. McClure
Chief Human Resources, Labor and Communications Officer, UPS
Acceptance
I have read the offer of at-will employment UPS has presented to me in this letter. I understand and agree that if I choose to accept UPS's offer that my employment at UPS, both in the position of Senior Vice President and Chief Marketing Officer and in any other position to which I may be transferred or promoted in the future, my employment is and will remain "at-will" and that both UPS and I will have the right to terminate the employment relationship at any time and for any reason without prior notice. I also understand and agree that neither company policy, practice nor employee statements to me can alter the at-will status of my employment. My status as an at-will employee may be modified only by a written employment agreement so specifying and signed by an officer of UPS.
ACCEPTED BY:
/S/ KEVIN WARREN___
(Signature, Kevin Warren)
May 5, 2018__________
(Date)
Kevin Warren_________
(Print Name)
Offer of Employment With UPS for Kevin Warren
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