Form 8-K

8-K — FEDEX CORP

Accession: 0001104659-26-086643

Filed: 2026-07-24

Period: 2026-07-20

CIK: 0001048911

SIC: 4513 (AIR COURIER SERVICES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — tm2621019d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2621019d1_ex10-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 20, 2026

FedEx

Corporation

(Exact name of registrant as specified in its

charter)

Commission File Number 1-15829

Delaware

(State or other jurisdiction of

incorporation)

62-1721435

(IRS

Employer

Identification No.)

942 South Shady Grove Road,

Memphis,

Tennessee

(Address of principal executive offices)

38120

(ZIP Code)

Registrant’s telephone number, including

area code: (901) 818-7500

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the

Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol

Name

of each exchange

on which registered

Common

Stock, par value $0.10 per share

FDX

New

York Stock Exchange

1.625%

Notes due 2027

FDX

New

York Stock Exchange

0.450%

Notes due 2029

FDX

29A

New

York Stock Exchange

0.450%

Notes due 2029

FDX

29B

New

York Stock Exchange

1.300%

Notes due 2031

FDX

31B

New

York Stock Exchange

3.500%

Notes due 2032

FDX

New

York Stock Exchange

0.950%

Notes due 2033

FDX

New

York Stock Exchange

0.950%

Notes due 2033

FDX

33A

New

York Stock Exchange

4.125%

Notes due 2037

FDX

New

York Stock Exchange

Indicate by check mark whether the registrant is

an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02. Departure of Directors or Certain Officers; Election

of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Severance Plan

On July 20, 2026, the Board of Directors

(the “Board”) of FedEx Corporation (“FedEx” or the “Company”), upon the recommendation of the Compensation

and Human Resources Committee of the Board (the “Compensation & HR Committee”), approved the Executive Severance

Plan, which will govern all future separations between FedEx and its executive officers. Benefits provided under the Executive Severance

Plan are conditioned on the executive executing a full release of claims and certain non-competition and non-solicitation covenants in

favor of FedEx. The right to continued severance benefits under the plan ceases in the event of a violation of such covenants. In addition,

FedEx would seek to recover severance benefits already paid to any executive who violates such restrictive covenants. The plan replaces

the Management Retention Agreements previously entered into by FedEx with each of its executive officers.

The terms and conditions of the Executive

Severance Plan are summarized below.

Termination for Cause, Without Good Reason, or Death or Disability

If an executive’s employment is terminated by FedEx for cause,

by the executive without good reason, or by reason of death or disability, the executive (or his or her estate) will receive all accrued

compensation and benefits required by applicable law but no severance. Treatment of any equity awards granted to the executive will be

governed by the terms of the FedEx Corporation 2019 Omnibus Stock Incentive Plan, as amended, or other applicable stock plan (“Omnibus

Plan”).

Termination without Cause or With Good Reason (no Change of Control)

If an executive’s employment is terminated by FedEx without cause

or by the executive with good reason (a “qualifying termination”), the executive will receive benefits upon termination of

employment, including:

· a lump sum cash payment equal to the applicable multiplier times the sum

of (1) such executive’s annual base salary as in effect as of the date of termination and annual target cash bonus. “Multiplier”

means (x) for the Chief Executive Officer (“CEO”), 2, (y) for any executive who has been employed by FedEx for 10

years or longer, 1.5, and (z) for any other executive, 1;

· a prorated bonus under any active annual bonus plan for the year in which

the qualifying termination occurs;

· a taxable cash payment equal to the difference between the monthly COBRA

premium paid by the executive for him/herself and his/her eligible dependents and the monthly premium amount paid by similarly situated

employees for 18 months following termination; and

· outplacement and tax preparation services.

In addition, if the executive has been employed by FedEx for 20 years

or longer, such executive’s termination shall be deemed a “Retirement” under the Omnibus Plan. If the executive has

been employed by FedEx for less than 20 years, the treatment of equity awards will be governed by the terms of the Omnibus Plan (or other

applicable plan).

Support Services for CEO

Upon the retirement of the CEO, FedEx may continue to provide reasonable

administrative, information technology support, and physical security services (the “Support Services”) for three years, in

an amount not to exceed $250,000 in any fiscal year and $750,000 in the aggregate. Provision of the Support Services is subject to execution

of a consulting agreement reasonably acceptable to FedEx pursuant to which the CEO shall remain available to provide reasonable consulting

services to FedEx during the time such Support Services are provided. Support Services represent only in-kind benefits and shall not be

paid in cash to the CEO.

Termination without Cause or With Good Reason (Change of Control)

In the case of any qualifying termination within twenty-four months

after a change of control, the executive will receive the benefits to be received upon any qualifying termination, with the multiplier

for all executives equal to 2x. The treatment of equity awards will be governed by the terms of the Omnibus Plan.

Special Bonus

In June 2026, the Board, upon the recommendation of the Compensation &

HR Committee, established a one-time special cash bonus pool for eligible managing directors and above of the Company, representing approximately

1,100 employees, in recognition of their outstanding execution and the results achieved through the successful advancement of

the Company's transformation. In approving the special bonus pool, the Board and Committee

considered a number of key achievements during fiscal 2026, including above-plan adjusted consolidated operating income, structural

cost savings that exceeded management's publicly announced target of $1 billion, successful execution of key transformation initiatives,

and disciplined capital allocation. In July 2026, FedEx’s named executive officers will receive special bonus payments as follows:

Rajesh Subramaniam, President and Chief Executive Officer – $1,900,000; and Brie A. Carere– $850,000.

SECTION 9. FINANCIAL STATEMENTS AND

EXHIBITS.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

10.1

Executive Severance Plan

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FedEx Corporation

Date: July 24, 2026

By:

/s/ Gina F. Adams

Name:

Gina F. Adams

Title:

Executive Vice President, General Counsel and Secretary

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2621019d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

FEDEX CORPORATION

EXECUTIVE SEVERANCE

PLAN

1. Purpose.

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”).

2. Participation.

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.

3. Severance Benefits.

(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;

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 31st 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;

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 31st 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.

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.

4. Equity and Equity-Based Awards.

(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.

In order to be eligible to receive the Severance Benefits, a Participant

must: (a) sign and deliver to the Company, within the time set by the Company, an effective general release and waiver of claims

(a “Release”) in a form provided by the Company substantially in the form set forth herein as Appendix B

(and not revoke the release and waiver following delivery of the release and waiver to the Company, if revocation is permitted); and (b) comply,

and continue to comply, with the terms of the Release and of any non-competition, non-solicitation, non-disparagement, confidentiality,

or other restrictive covenant obligation owed to the Company, for the applicable duration of each such covenant. For the avoidance of

doubt, in the event of a Participant’s breach of the terms of any restrictive covenant obligation to the Company, the Company’s

obligation to make any further payment of Severance Benefits to the Participant shall cease and the Company may seek recovery of any Severance

Benefits previously paid to the Participant. Upon the request of the Company, the Participant shall complete a directors’ and officer’s

questionnaire to facilitate the Company’s preparation and filing of its annual proxy statement and periodic reports with the Securities

and Exchange Commission. Further, the Company may, in connection with its filings made with the Securities and Exchange Commission, disclose

that the applicable Participant experienced a termination of employment by the Company without Cause or by the Participant for Good Reason.

6. Section 409A.

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.

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.

7. Excise Taxes.

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.

8. General Provisions.

(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.

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.

(k)           The

Company agrees that concurrently with any merger, consolidation, or transfer of asset, it will cause any successor or transferee unconditionally

to assume, by written instrument delivered to the Participant (or his beneficiary or estate), all of the obligations of the Company hereunder.

(l)            No

rights or obligations of the Company under this Plan may be assigned or transferred by the Company, except that such rights or obligations

may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or in connection

with the sale or liquidation of all or substantially all of the assets of the Company, or in connection with the disposition of all or

substantially all of the assets of the Company, or in connection with the disposition of the business of the Company substantially as

an entirety; provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company

and such assignee or transferee assumes all of the liabilities, obligations and duties of the Company under this Plan, either contractually

or as a matter of law.

(m)          All

payments and benefits under this Plan remain subject to the clawback, recoupment, forfeiture, recovery and other similar policies of the

Company as in effect from time to time, including, without limitation, the FedEx Corporation Policy on Recoupment of Incentive Compensation

and the FedEx Corporation Policy on Recoupment of Incentive Compensation for Fraud or Willful Misconduct, as well as the FedEx Corporation

Policy on Limitation of Severance Benefits.

(n)           All

notices and other communications to the Company hereunder shall be in writing and shall be given by hand delivery to the Company or by

registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

FedEx Corporation

942 South Shady Grove Road

Memphis, Tennessee 38120

Attn: Executive Vice President, General Counsel

and Secretary (or, if by the General Counsel,

then to Executive Vice President and Chief Financial Officer)

or to such other address as either party shall have furnished to the

other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

9. Definitions; Statutory References.

For purposes of this Plan, the following definitions shall apply:

· “Applicable Nondiscrimination Law” means the Patient

Protection and Affordable Care Act of 2010, and/or the Health Care and Education Reconciliation Act of 2010.

· “Base Salary” shall mean the annual base salary

the Participant is entitled to as of the Date of Termination (without giving effect to any reduction giving rise to a claim of Good Reason).

· “Board” means the FedEx Corporation Board of Directors.

· “Cause” means (i) the willful failure by the

Participant (other than any such failure resulting from the Participant’s incapacity due to Disability) to perform substantially

the duties and responsibilities of the Participant’s position with the Company; (ii) the Participant’s indictment for,

commission of, conviction of or plea of guilty or nolo contendere for (x) a felony or (y) a crime involving moral turpitude;

(iii) the engaging by the Participant in fraud, embezzlement, misappropriation, or dishonesty, of the Participant’s breach

of his or her duty of loyalty or any other duty owed to the Company; (iv) the Participant’s breach of the Company’s code

of conduct or any other material policies of the Company, or any employment, consulting, restrictive covenant or similar agreement with

the Company; (v) the Participant’s gross negligence or willful misconduct in the course of his or her employment; or (vi) any

other act or omission by the Participant which is, or which would reasonably be expected to be, materially injurious to the Company or

its reputation, monetarily or otherwise; provided, however, that, with respect to the acts and omissions described in clauses

(i), (iv), (v) and (vi), the Participant shall have thirty (30) days to cure such act or omission after his or her receipt of written

notice thereof from the Company.

· “Change of Control” has the meaning set forth in

the Omnibus Plan.

Notwithstanding anything to the contrary herein or in the

Omnibus Plan, with respect to any amounts payable under this Plan that constitute nonqualified deferred compensation that is subject to

Section 409A, a Change of Control shall not be deemed to have occurred for purposes of any provision of this Plan unless such Change

of Control also constitutes a change in the ownership or effective control of the Company or a change in ownership of a substantial portion

of the assets of the Company under Section 409A.

· “Change of Control Period” means the period commencing

on the date of a Change of Control and ending on the twenty-four (24) month anniversary of such date.

· “COBRA” means the Consolidated Omnibus Budget Reconciliation

Act of 1985.

· “Code” means the Internal Revenue Code of 1986.

· “Committee” means the Compensation and Human Resources

Committee of the Board.

· “Date of Termination” means (1) if the Participant’s

employment is terminated by the Company for Cause or by the Participant with Good Reason, the date of receipt of the notice of termination

or any later date specified therein, as the case may be; (2) if the Participant’s employment is terminated by the Company without

Cause, the date specified in the notice from the Company to the Participant regarding such termination; provided that such date

shall be no earlier than 30 days following the date on which such notice is received; (3) if the Participant voluntarily terminates

employment (excluding a termination for Good Reason), the date on which the Participant gives notice to the Company of such termination

(or such later date as agreed to by the Participant and the Company); or (4) if the Participant’s employment by the Company

terminates by reason of death or Disability, the date of the Participant’s death or Disability.

· “Disability” has the meaning set forth in the

Company’s long-term disability policy in effect at the Date of Termination. Notwithstanding anything to the contrary herein,

if and to the extent that the Participant’s disability is

a trigger for the payment of “deferred compensation” (as defined in Section 409A), “Disability” means that

the Participant is “disabled” as defined in Section 409A(a)(2)(C) of the Code.

· “Eligible Participant” means, collectively, those

persons who are designated by the Board as “executive officers” for purposes of Rule 3b-7 under the Exchange Act.

· “Exchange Act” means the Securities Exchange Act

of 1934, as amended.

· “Good Reason” means, without the Participant’s

express written consent, there is (i) a material change (100 miles or more) in the geographic location at which the Company requires

the Participant to be based, except for travel reasonably required in the performance of the Participant’s responsibilities, (ii) a

material diminution in the Participant’s authority, duties, or responsibilities which substantially reduces the nature or character

of the Participant’s position with the Company; (iii) a reduction of the Participant’s Base Salary (in each case, except

for (A) changes that do not exceed 10% or (B) across-the-board changes impacting other similarly situated employees of the Company);

or (iv) any material breach by the Company of any provision of any employment, consulting, restrictive covenant, or similar agreement

with the Participant in effect as of the Date of Termination; provided, however, that the Participant’s termination of employment

shall not be deemed to be for Good Reason unless (x) the Participant has delivered to the Company a notice of termination within

thirty (30) days following such occurrence, describing in detail the circumstances giving rise to Good Reason, (y) the Company fails

to cure such Good Reason event within thirty (30) days after its receipt of such written notice, and (z) the Participant actually

terminates his or her employment within thirty (30) days after the expiration of the 30-day cure period.

· “Multiplier” means (i) for the Chief Executive

Officer of the Company, two (2); (ii) for a Participant, other than the Chief Executive Officer, who has provided continuous service

to the Company for at least ten (10) years, one and one half (1.5); and (iii) for any other Participant, other than the Chief

Executive Officer, who has provided continuous service to the Company for less than ten (10) years, one (1).

· “Omnibus Plan” means the FedEx Corporation 2019

Omnibus Stock Incentive Plan, as may be amended and restated from time to time, or any successor plan thereto.

· “Release Effective Date” means the eighth (8th)

calendar day following the execution of the Release.

· “Target Bonus” means the Participant’s annual

target cash bonus opportunity as in effect as of immediately prior to the Date of Termination (without giving effect to any reduction

giving rise to a claim of Good Reason).

For purposes of this Plan, any statute or law defined or

referred to herein or in any Release shall mean such statute or law as amended, modified or supplemented, including by succession of comparable

successor statutes or laws, and any rules or regulations promulgated thereunder.

10. Other.

The Board shall make all determinations regarding the application and

operation of this Plan in its sole discretion, taking into account the recommendation of the Committee, and all such determinations shall

be final and binding. Further, the exercise by the Board of any rights pursuant to this Plan shall be without prejudice to any other rights

that the Company, the Board, or the Committee may have with respect to any Participant subject to this Plan.

Adopted and Effective July 20, 2026

Appendix A

FEDEX CORPORATION EXECUTIVE SEVERANCE PLAN PARTICIPATION

AGREEMENT

This PARTICIPATION AGREEMENT

(“Agreement”) is effective as of ________, ___ (the

“Effective Date”), by and between FedEx Corporation (the “Company”), and [NAME]

(“Employee”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms

in the FedEx Corporation Executive Severance Plan (the “Plan”).

WHEREAS, Employee

is presently employed by the Company;

WHEREAS,

the Company has established the Plan with the purposes of attracting and retaining qualified executives and providing severance pay and

benefits to such Eligible Participants; and

WHEREAS,

the Compensation and Human Resources Committee of the Board of Directors of the Company has determined that it is in the best

interests of the Company and its stockholders to secure Employee’s continued services and to protect Employee in the case of certain

terminations; and

WHEREAS,

the Company and Employee have determined that it is in their respective best interests to enter into this Agreement on the terms and conditions

as set forth herein.

NOW,

THEREFORE, in consideration of the premises and the mutual covenants and promises contained herein, and for other good and

valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree to the terms and conditions

of the Plan and this Agreement.

Section 1. Participation in the Plan. As of

the Effective Date, Employee shall be a “Participant” under the Plan for all purposes thereunder. Subject to the terms and

conditions of the Plan, Employee shall be eligible to receive Severance Benefits under the Plan. Employee hereby acknowledges that Employee

has received a copy of the Plan and that Employee has read, reviewed and understood the requirements and terms contained within the Plan.

For the avoidance of doubt, Employee acknowledges and agrees that any Severance Benefits payable to a Participant under the 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 the Plan, including any Management Retention Agreement (as amended and restated from time

to time) to which Employee is or was a party.

Section 2. Entire Agreement. This Agreement

and the Plan set forth the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes all

prior and contemporaneous oral and written agreements and discussions with respect to the subject matter hereof, including any Management

Retention Agreement to which Employee is or was a party.

A-1

Section 3. Counterparts. This Agreement may

be executed in separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together

will constitute one and the same Agreement. Signatures transmitted via PDF will be deemed the equivalent of originals.

IN WITNESS WHEREOF, the parties have

executed this Agreement as of the Effective Date.

FEDEX CORPORATION

By:

Name:

Title:

EMPLOYEE

By:

Name:

A-2

Appendix B

SEPARATION AND RELEASE AGREEMENT

This Separation and Release Agreement (this “Agreement”),

by and between FedEx Corporation (the “Company”) and [NAME] (“Employee”).

RECITALS

WHEREAS,

Employee’s last date of employment with the Company shall be [DATE] (the “Separation Date”);

WHEREAS,

Employee’s termination of service qualifies as a Qualifying Termination for purposes of the FedEx Corporation Executive Severance

Plan (the “Plan”);

WHEREAS, this

Agreement contains a general release of all claims that Employee may have against the Company and its subsidiaries and affiliated companies

(collectively, the “FedEx Group”), and their respective affiliates and related parties, and by delivery hereof,

Employee is hereby notified and acknowledges Employee’s understanding that Employee’s execution of this Agreement is required

for Employee to receive any of the payments and benefits set forth herein; and

WHEREAS,

the parties intend for this Agreement to supersede any and all prior agreements that Employee has with any member of the FedEx Group relating

to the terms and conditions of Employee’s employment with the FedEx Group following the date of this Agreement.

NOW, THEREFORE,

in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and

sufficiency of which are mutually acknowledged, the Company and Employee hereby agree as follows:

Section 1.               Employment

Status.

(a)            General.

Employee hereby acknowledges and agrees that Employee’s termination as an officer, director, employee, service provider or committee

member of any member of the FedEx Group was effective as of the end of day on the Separation Date. Except as otherwise expressly set forth

herein, Employee shall not represent Employee, after the Separation Date, as being a director, officer, employee, agent, or representative

of the Company or any other member of the FedEx Group for any purpose. The Separation Date shall be the termination date of Employee’s

employment for purposes of participation in and coverage under all benefit plans and programs sponsored by or through the FedEx Group,

except as otherwise provided herein.

(b)            Employer

Property. Except as expressly set forth herein or otherwise permitted by the Company, on or before the Separation Date, Employee

has returned to the Company all property in Employee’s possession, custody, or control belonging to the FedEx Group,

including, but not limited to, all equipment, computers, pass codes, cellular or smart phones and devices (including iPhones,

Blackberries, Androids, iPads, tablets or other similar devices), keys, swipe cards, credit cards, documents, or other materials, in

whatever form or format, that Employee received, prepared or helped prepare. Except as otherwise permitted by the Company and

subject to Section 9 hereof, Employee will not, after the Separation Date, retain any copies, duplicates, reproductions,

computer disks, or excerpts thereof, whether in hard copy or electronic form, of the FedEx Group’s documents.

B-1

Section 2.               Separation

Payments and Benefits.

(a)           Accrued

Amounts. Following the Separation Date, Employee will be paid or provided all accrued but unpaid base salary and approved unreimbursed

business expenses through the Separation Date, if any, regardless of whether this Agreement becomes effective. In addition, Employee shall

be entitled to all benefits accrued up to the Separation Date, to the extent vested, under all employee benefit or the terms of any annual

or long-term cash incentive bonus plans of the FedEx Group in which Employee participates (except for any plan that provides for severance

pay or termination benefits) in accordance with the terms of such plans, and any other amounts required to be paid pursuant to applicable

law.

(b)          Payments

and Benefits. In consideration for and subject to the terms contained herein, including Employee’s agreement to and compliance

with the provisions set forth in Sections 6(b), 6(c) and 6(d) hereof, as well as timely execution [and non-revocation]1

of this Agreement, Employee will be entitled to receive [SEVERANCE BENEFITS], to be paid in a lump sum consistent with the Company’s

standard payroll practices, with such payment to be made as soon as reasonably practicable following the Release Effective Date (as defined

below). In addition, Employee will be eligible to receive a prorated portion of Employee’s annual bonus as described in the Plan,

to be paid when such bonuses are paid to similarly situated employees.

If Employee is participating in the health and welfare

benefit plans of the Company, Employee will receive a taxable lump sum cash payment equivalent to the difference between the monthly COBRA

benefit premium paid by Employee or Employee’s 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 Separation Date, to be paid in a lump sum consistent with

the Company’s standard payroll practices, with such payment to be made as soon as reasonably practicable following the Release Effective

Date.

In addition, Employee will be eligible to receive

outplacement services from the Company based on the Company’s outplacement policies and practices in effect as of the Separation

Date, and the Company will reimburse Employee for tax preparation services for the year in which the Separation Date occurred, subject

to Employee’s submission of a request for reimbursement in writing no later than May 31st of the year following

the year in which the Separation Date occurred.

If, after the payment of this amount and before the

last day of the Restricted Period (as defined below), it is discovered that Employee breached any of Employee’s obligations under

this Agreement, the Company shall be permitted to seek and receive repayment from Employee of such amount on an after-tax basis. Employee

acknowledges and understands that Employee remains subject to the FedEx Corporation Policy on Recoupment of Incentive Compensation during

the Lookback Period (as defined in that policy) and the FedEx Corporation Policy on Recoupment of Incentive Compensation for Fraud or

Willful Misconduct, as well as the FedEx Corporation Policy on Limitation of Severance Benefits.

1 For employees subject to ADEA.

B-2

Further Benefits. Except with respect to Unreleased Claims (defined below), Employee hereby acknowledges and agrees that the payments

and benefits provided pursuant to this Section 2 is in full discharge of any and all liabilities and obligations of the FedEx Group

to Employee, monetarily or with respect to employee benefits or otherwise, including but not limited to any and all obligations arising

under any written or oral agreement, policy, plan, or procedure of the FedEx Group or any understanding or arrangement between Employee

and the FedEx Group.

(d)          Equity

Plans. With respect to each equity or equity-based awards held by Employee under the FedEx Corporation 2019 Omnibus Stock

Incentive Plan or any successor thereto (as amended, 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. Employee shall not be

eligible to receive any additional awards under the Omnibus Plan; [provided that, if Employee has provided continuous service

to the Company for at least twenty (20) year as of the Separation Date, Employee’s termination

of employment under this Agreement shall be treated as a “Retirement” (as defined in the Omnibus Plan or otherwise as

provided in the applicable award agreement) as of the Separation Date, for purposes of the Omnibus Plan].2

(e)           [Support

Services. Following the Separation Date, the Company shall continue to provide the Support Services through the three-year anniversary

of the Separation Date, subject to the terms, conditions and limitations set forth in the Plan, including Employee’s entrance into

a consulting services agreement reasonably acceptable to the Company.]3

(f)           Taxes.

The payments referenced in this Section 2 shall be subject to reduction for tax and other withholding obligations.

Section 3.               Release

and Waiver of Claims.

(a)           Definitions.

As used in this Agreement, the term “claims” includes all claims, covenants, warranties, promises, undertakings, actions,

suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or

nature, in law, equity, or otherwise.

2 For Participant who

has provided continuous service to the Company for at least twenty (20) years as of the Separation Date only.

3 For CEO upon a Retirement only.

B-3

(b)          Release.

In consideration of the payments and benefits described in this Agreement, to which Employee agrees that Employee is not entitled

unless Employee executes this Release, and unless it becomes effective in accordance with the terms hereof, Employee, for and on

behalf of Employee and Employee’s heirs, successors, and assigns (collectively, the “Releasors”),

subject to the last sentence of this Section 3(b), hereby waives and releases all common law, statutory, and other complaints,

claims, charges, and causes of action of any kind whatsoever, whether presently known or unknown, in law or in equity, that Employee

ever had, now has, or may have against the Company and its stockholders, subsidiaries, affiliates, predecessors, successors,

assigns, directors, officers, partners, members, managers, employees, trustees (in their official capacities), employee benefit

plans and their administrators and fiduciaries (in their official capacities), representatives, or agents, or any of their

affiliates, successors, or assigns (collectively, the “Releasees”), by reason of facts or omissions that

have occurred on or prior to the date that Employee signs this Agreement, including, without limitation, any complaint, claim,

charge, or cause of action arising out of Employee’s employment or termination of employment, or any term or condition of that

employment, or arising under federal, state, local, or foreign laws pertaining to employment, the National Labor Relations Act, the

Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee

Retirement Income Security Act of 1974, the Family and Medical Leave Act, the Sarbanes-Oxley Act of 2002, all as amended, or any

other federal, state, local, or foreign laws relating to discrimination on the basis of age, sex, or other protected class, all

claims under federal, state, local, or foreign laws for express or implied breach of contract, wrongful discharge, defamation, or

intentional infliction of emotional distress, and all related claims for attorneys’ fees and costs. Except with respect to

Unreleased Claims (as defined herein), Employee agrees that the foregoing release may be pleaded as a full defense to any action,

suit, arbitration, or other proceeding covered by the terms hereof that is or may be initiated, prosecuted, or maintained by the

Releasors. Employee acknowledges that Employee intends to waive and release all rights, known or unknown, that Employee may have

against the Releasees under these or any other laws; provided, that expressly excluded from this release are (i) any

claim to enforce any rights Employee has under this Agreement, including the right to any payment under this Agreement,

(ii) rights that cannot be released as a matter of law, (iii) any rights to indemnification by the FedEx Group, and

(iv) any vested rights and benefits with respect to the Company’s compensation and benefit plans (collectively, the

“Unreleased Claims”).

Claims. Employee acknowledges and agrees that as of the date Employee executes this Agreement, Employee has no knowledge of any facts

or circumstances that give rise or could give rise to any claims under any of the laws waived in the preceding paragraph.

(d)          Acknowledgement

of Full and Final Release. Employee acknowledges and agrees that by virtue of the foregoing, Employee has waived any relief available

to Employee (including without limitation, monetary damages, equitable relief, and reinstatement) under any of the claims or causes of

action waived in this Section 3.

(e)          Non-Disparagement.

Employee agrees that, at all times following the signing of this Agreement, Employee shall not engage in any vilification of the FedEx

Group and Employee shall refrain from making any false, negative, critical, or disparaging statements, implied or expressed, concerning

the FedEx Group including, but not limited to, management or communication style, methods of doing business, the quality of products and

services, or role in the community. Employee further agrees to do nothing that would damage the FedEx Group’s business reputation

or goodwill or the reputation of the FedEx Group. The restrictions of this Section 3(e) shall not apply to truthful statements

made in court, arbitration proceedings, or mediation proceedings or in documents produced or testimony given in connection with legal

process that are based on Employee’s reasonable belief and are not made in bad faith. The restrictions of this Section 3(e) are

also subject to the second paragraph of Section 9.

B-4

Section 4.               Knowing

and Voluntary Waiver.

Employee expressly acknowledges and agrees that Employee

—

(a)           is able to read the language, and understand the meaning and effect, of this Agreement;

(b)

has no physical or mental impairment of any kind that has interfered

with Employee’s ability to read and understand the meaning of this Agreement or its terms, and that Employee is not acting

under the influence of any medication, drug, or chemical of any type in entering into this Agreement;

specifically agreeing to the terms of the release contained in this Agreement because the Company has agreed to provide Employee with

the payment and benefits provided by this Agreement, which it has agreed to provide Employee because of Employee’s agreement to

accept them in full settlement of all possible claims that Employee is releasing hereunder;

(d)           acknowledges

that, but for Employee’s timely execution [and non-revocation]4 of this Agreement, Employee would not be entitled to

the payment and benefits provided by this Agreement;

(e)           [had

or could have had until the Offer Expiration Date in which to review and consider this Agreement, which date was at least [twenty-one

(21)][forty-five (45)] calendar days after receiving the Agreement, and that if Employee executes this Agreement prior to the Offer Expiration

Date, Employee has voluntarily and knowingly waived the remainder of the review period;

(f)           was

advised to consult with Employee’s attorney regarding the terms and effect of this Agreement;

(g)            have

seven (7) calendar days following the execution of this Agreement to revoke this Agreement, and this Agreement shall be effective

on the eighth (8th) calendar day following the execution of this Agreement (the “Release Effective Date”);]5

and

(h)           has

signed this Agreement knowingly and voluntarily.

Section 5.               No

Suit.

Employee represents and warrants that Employee

has not previously filed, and to the maximum extent permitted by law agrees that Employee will not file, a complaint, charge, or lawsuit

against any of the Releasees regarding any of the claims released herein. If, notwithstanding this representation and warranty, Employee

has filed or files such a complaint, charge, or lawsuit, Employee agrees that Employee shall cause such complaint, charge, or lawsuit

to be dismissed with prejudice and shall pay any and all costs required in obtaining dismissal of such complaint, charge, or lawsuit, including, without

limitation, the attorneys’ fees of any of the Releasees against whom Employee has filed such a complaint, charge, or lawsuit.

4 For employees subject to ADEA.

5 For employees subject to ADEA.

B-5

Section 6.               Re-Employment;

Non-Compete; Non-Solicit.

(a)           No

Re-Employment. Employee hereby agrees to waive any and all claims to re-employment with the FedEx Group. Employee affirmatively agrees

not to seek further employment with the FedEx Group.

(b)          Non-Compete.

Employee covenants and agrees that Employee will not, for a period of two years following the Separation Date (the

“Restricted Period”), directly or indirectly own, manage, operate, join, control, be employed by, or

participate in the ownership, management, operation or control of or be connected in any manner, including but not limited to,

holding the positions of officer, director, shareholder, consultant, independent contractor, employee, partner or investor, with any

Competing Enterprise (as defined below); provided, however, that Employee may invest, without being deemed in

violation of this Section 6(b), in stocks, bonds or other securities of any corporation or other entity (but without

participating in the business thereof) if such stocks, bonds or other securities are listed for trading on a national securities

exchange and Employee’s investment does not exceed 1% of the issued and outstanding shares of capital stock, or in the case of

bonds or other securities, 1% of the aggregate principal amount thereof issued and outstanding. For purposes of this Agreement, the

term “Competing Enterprise” shall mean an enterprise that engages in any business competitive with the

Company’s and its subsidiaries’ businesses of package and freight delivery and global transportation and supply chain

management solutions, including any affiliates of such entities that are engaged in

delivery, transportation, and/or logistics services and activities.

of Employees. Employee covenants and agrees that Employee will not, for the Restricted Period, either on Employee’s own behalf

or on behalf of any other person or entity, directly or indirectly, hire, solicit, retain or encourage to leave the employ or service

of the Company (or assist any other person or entity in hiring, soliciting, retaining or encouraging) any person who is then or was within

six (6) months of the date of such hiring, an employee or service provider of the Company.

(d)          Non-Solicit

of Customers. Employee covenants and agrees that Employee will not, for the Restricted Period, either on Employee’s own behalf

or on behalf of any other person or entity, directly or indirectly, solicit, sell or assist anyone in the sale of or provide services

relating to any of the Company’s products or services or products or services similar to those provided or sold by the Company to

any person or entity who is or was a customer of the Company within one (1) year prior to the Separation Date and with whom Employee,

or those employees reporting to Employee, had “material contact” during the last year of Employee’s employment. For

the purpose of this Section 6(d), “material contact” shall be defined as personal contact or the supervision of the efforts

of those who have direct personal contact with a customer or potential customer.

B-6

Section 7.               Successors

and Assigns.

The parties acknowledge and agree that this Agreement

shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors, and permitted

assigns.

Section 8.               Severability.

The invalidity, illegality or unenforceability

of any provision or provisions of this Agreement shall not affect any other provision of this Agreement, which shall remain in full force

and effect, nor shall the invalidity, illegality or unenforceability of a portion of any provision of this Agreement affect the balance

of such provision. In the event that any one or more of the provisions contained in this Agreement or any portion thereof shall for any

reason be held to be invalid, illegal, or unenforceable in any respect, this Agreement shall be reformed, construed, and enforced as if

such invalid, illegal, or unenforceable provision had never been contained herein.

Section 9.               Confidentiality.

Employee acknowledges that during Employee’s

period of employment with the Company, Employee was in possession of the Company’s and FedEx Group’s valuable, confidential,

and proprietary information. Accordingly, Employee agrees that all such information shall remain the exclusive property of the Company

and the FedEx Group, as applicable, and Employee agrees to hold all such information in the strictest confidence. Except as set forth

below, Employee shall not communicate any such information in any form to any third party without the Company’s prior written consent.

Employee understands that nothing contained in

this Agreement or otherwise limits Employee’s ability to file a charge or complaint with the Equal Employment Opportunity Commission,

the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, or any

other federal, state, or local governmental agency or commission (“Government Agencies”). Employee further understands

that nothing in this Agreement or otherwise limits Employee’s ability to communicate with any Government Agencies or otherwise participate

in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information,

without notice to the Company. None of this Agreement or otherwise limits Employee’s right to receive an award for information provided

to any Government Agencies or to engage in any future activities protected under whistleblower statutes.

Pursuant to the Defend Trade Secrets Act of

2016, the parties hereto acknowledge and agree that Employee may not be held criminally or civilly liable under any federal or state

trade secret law for the disclosure of a trade secret that: (i) is made (a) in confidence to a Government Agency or

official thereof, either directly or indirectly, or to any attorney, and (b) solely for the purpose of reporting or

investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a

lawsuit or other proceeding. In addition and without limiting the preceding sentence, if Employee files a lawsuit alleging

retaliation by the Company for reporting a suspected violation of law, Employee may disclose the trade secret to Employee’s

attorney and may use the trade secret information in the court proceeding, if Employee (x) files any document containing the

trade secret under seal and (y) does not disclose the trade secret, except pursuant to court order.

B-7

Section 10.            Cooperation.

(a)           Litigation

Support. Upon the request of the FedEx Corporation Executive Vice President and General Counsel, Employee shall make Employee reasonably

available to assist, give testimony, and review discovery requests in connection with litigation or other disputes or proceedings involving

the Company or any member of the FedEx Group. If such services are requested following the Separation Date, the Company will reimburse

Employee for any reasonably required out-of-pocket travel expenses consistent with the Company’s expense reimbursement policies

and procedures.

(b)           Completion

of Directors’ and Officers’ Questionnaire. Upon the request of the Company, Employee shall complete a directors’

and officer’s questionnaire to facilitate the Company’s preparation and filing of its annual proxy statement and periodic

reports with the Securities and Exchange Commission.

of Termination. The Company may, in connection with the any filing made with the Securities and Exchange Commission, disclose that

the applicable Participant experienced a termination of employment by the Company without Cause or by the Participant for Good Reason.

Section 11.            Non-Admission.

Nothing contained in this Agreement will be deemed

or construed as an admission or acknowledgement of any unlawful or improper act or conduct, or liability therefor, on the part of Employee

or the Company.

Section 12.            Entire

Agreement.

This Agreement constitutes the entire understanding

and agreement between Employee and the Company regarding the termination of Employee’s employment. This Agreement supersedes all

prior negotiations, discussions, correspondence, communications, understandings, and agreements between Employee and any member of the

FedEx Group and all benefit plans of the FedEx Group relating to the subject matter of this Agreement.

Section 13.            Modifications.

This Agreement may not be modified or amended,

nor may any rights under it be waived, except in a writing signed and agreed to by the parties hereto.

Section 14.            Governing

Law.

EXCEPT WHERE PREEMPTED BY FEDERAL LAW, THIS

AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TENNESSEE APPLICABLE TO AGREEMENTS MADE AND

TO BE PERFORMED IN THAT STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

B-8

Section 15.            Arbitration;

Mutual Waiver of Jury Trial.

Employee and the Company agree

to resolve any disputes they may have with each other through final and binding arbitration. For example, Employee is agreeing to arbitrate

any dispute about the validity of this Agreement or any discrimination claim, which means that an arbitrator and not a court of law will

decide issues of arbitrability and of liability with respect to any claim Employee may bring; provided, however, that either

party may pursue a temporary restraining order and/or preliminary injunctive relief, with expedited discovery where necessary, in a court

of competent jurisdiction to protect common law or contractual trade secret or confidential information rights and to enforce the post-employment

restrictions in Sections 6 and 9. Employee also agrees to resolve through final and binding arbitration any disputes Employee has with

the Company, its affiliates, or any current or former officers, employees or directors who elect to arbitrate those disputes under this

subsection. Arbitrations shall be conducted by JAMS (also known as Judicial Arbitration & Mediation Services) in accordance with

its employment dispute resolution rules. This agreement to arbitrate does not apply to government agency proceedings, but does apply to

any lawsuit Employee might bring, including but not limited to any lawsuit related to a government agency proceeding. Any arbitration

under this Agreement shall be conducted in Shelby County in the State of Tennessee.

THE COMPANY AND EMPLOYEE EACH WAIVE THEIR RESPECTIVE

RIGHT TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT IN ANY ACTION, PROCEEDING,

OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY AFFILIATE OF ANY OTHER SUCH PARTY, WHETHER

WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE COMPANY AND EMPLOYEE EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION

WILL BE ADDRESSED THROUGH BINDING ARBITRATION AS DESCRIBED IN THE PLAN.

B-9

IN WITNESS WHEREOF, the parties have executed this

Agreement as of the date set forth below.

FedEx Corporation

By:

[Executive Vice President and General Counsel]

Date: [DATE]

[NAME]

B-10

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