AmazonScience/document-haystack

1Other Outstanding Awards; No Tax Gross-Ups2Any other awards which may be outstanding would vest and be paid generally as described above (except, 3where applicable, timing of payment generally will be tied to such change in control, rather than termination or 4resignation). We do not provide for the payment of tax gross-ups on outstanding awards.5The following table shows the potential payments upon a termination of employment under various 6circumstances, assuming the event occurred on December 29, 2023. The closing price per share of our class B 7common stock on the NYSE on the last trading day of 2023 was $157.23. The actual amounts to be paid under 8any of the scenarios can only be determined at the time of such NEO’s separation from the Company.9Name10Separation11Pay(1)12($)13Accelerated/14Continued15Vesting of Equity16Awards(2)17($) Benefits(3) Total18($)19Carol Tomé    20Termination (voluntary or involuntary for cause) — — — —21Termination (involuntary without cause) 9,077,593 4,546,358 — 13,623,95122Change in Control (with qualifying termination) 9,058,276 12,826,644 — 21,884,92023Retirement — 12,826,644 — 12,826,64424Death — 12,826,644 — 12,826,64425Disability — 12,826,644 — 12,826,64426Brian Newman    27Termination (voluntary or involuntary for cause) — — — —28Termination (involuntary without cause) 1,830,471 1,301,550 — 3,132,02129Change in Control (with qualifying termination) 1,801,110 4,121,418 — 5,922,52830Retirement — — — —31Death — 4,121,418 — 4,121,41832Disability — 4,121,418 — 4,121,41833Nando Cesarone    34Termination (voluntary or involuntary for cause) — — — —35Termination (involuntary without cause) 1,851,556 1,068,116 — 2,919,67236Change in Control (with qualifying termination) 1,824,086 3,073,392 — 4,897,47837Retirement — — — —38Death — 3,073,392 — 3,073,39239Disability — 3,073,392 — 3,073,39240Kate Gutmann    41Termination (voluntary or involuntary for cause) — — — —42Termination (involuntary without cause) 1,852,857 1,160,106 — 3,012,96343Change in Control (with qualifying termination) 1,824,086 3,327,874 — 5,151,96044Retirement — 3,327,874 840,748 4,168,62245Death — 3,327,874 — 3,327,87446Disability — 3,327,874 — 3,327,87447Bala Subramanian48Termination (voluntary or involuntary for cause) — — — —49Termination (involuntary without cause) 1,691,924 4,210,684 — 5,902,60850Change in Control (with qualifying termination) 1,662,292 4,210,684 — 5,872,97651Retirement — — — —52Death — 4,210,684 — 4,210,68453Disability — 4,210,684 — 4,210,68454(1) Represents the benefits under the UPS Key Employee Severance Plan. For Carol Tomé, represents two times her annual base salary 55and two times her target MIP award (200% of base salary). For the other NEOs, represents one times their annual base salary and a 56sum equaling their target MIP awards (115% of base salary).57(2) Represents the value of accelerated or continued vesting of stock options and RPUs in accordance with the terms of our equity 58incentive plans and the applicable award certificates. Also includes the 2022 and 2023 LTIP awards calculated at target. The 59performance measurement period for the 2022 LTIP award ends December 31, 2024, and the performance measurement period for 60the 2023 LTIP award ends December 31, 2025. With respect to Nando Cesarone and Kate Gutmann, includes the continued vesting 61of the one-time RSU awards to each as described in “Employment Transition Awards, Retention Arrangements and Recognition 62Awards” above.635464 65Notice of Annual Meeting of Shareowners and 2024 Proxy Statement