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Delaware
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001-15451
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58-2480149
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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55 Glenlake Parkway, N.E., Atlanta, Georgia
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30328
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(Address of principal executive offices)
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(Zip Code)
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Item 9.01.
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Financial Statements and Exhibits.
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UNITED PARCEL SERVICE, INC.
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Date: March 24, 2016
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By:
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/s/ NORMAN M. BROTHERS, JR.
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Norman M. Brothers, Jr.
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Senior Vice President, General Counsel and Corporate Secretary
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Exhibit 10.1
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Form of Long-Term Incentive Performance Award Agreement.
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ATTEST:
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UNITED PARCEL SERVICE, INC.
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/s/ NORMAN M. BROTHERS, JR.
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/s/ DAVID P. ABNEY
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Norman M. Brothers, Jr.
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David P. Abney
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Senior Vice President,
General Counsel and Corporate Secretary
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Chairman and Chief Executive Officer
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Growth in Consolidated Revenue Payout %
x Target Award
x 1/3
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+
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Return on Invested
Capital Payout % x Target Award x 1/3
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+
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Relative Total Shareholder Return Payout %
x Target Award
x 1/3
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=
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Final Award
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The Boeing Co.
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Caterpillar Inc.
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The Coca-Cola Co.
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Costco Wholesale Corp.
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FedEx Corp
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The Home Depot, Inc.
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Johnson & Johnson
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The Kroger Co.
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Lockheed Martin Corp.
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Lowe’s Companies Inc.
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McDonald’s Corp.
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PepsiCo Inc.
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The Proctor & Gamble Co.
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Sysco Corp.
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Target Corp.
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United Technologies
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Walgreen Co.
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(a)
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If you are employed on the last business day of the Performance Period, Shares will be delivered during the next calendar quarter;
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(b)
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If you are an active employee for at least six full continuous months from the beginning of the Performance Period and your employment terminates prior to the last business day of the Performance Period as a result of death, your estate will receive a prorated number of units (calculated at target based on the number of months worked during the Performance Period) no later than 90 days after the date of your death; and
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(c)
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If you are an active employee for at least six full continuous months from the beginning of the Performance Period and your employment terminates prior to the last business day of the Performance Period as a result of disability or retirement, Shares attributable to a prorated number of your vested Units (based on the number of months worked during the Performance Period) will be transferred to you during the calendar quarter following the end of the Performance Period as if you had continued to be employed by the Company through the last business day of the Performance Period. If, prior to the end of the Performance Period, you are demoted to a position that would have been ineligible to receive an LTIP award, a prorated number of Units will be paid if you were eligible for an award for at least 6 continuous months from the beginning of the Performance Period.
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