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EXHIBIT 10.8(b) The form of Ryder System, Inc. director's fee deferal
agreement dated as of December 31, 1993.
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AGREEMENT
THIS AGREEMENT, dated as of December 31, 1993, between RYDER
SYSTEM, INC. (the "Company") and (the "Director").
W I T N E S S E T H:
WHEREAS, the Director is now serving as a member of the Board of
Directors of the Company; and
WHEREAS, the Director and the Company desire to enter into an
arrangement with respect to the deferred payment of the Director's 1994
total annual fees upon the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and
benefits set forth herein, the Company and the Director hereby agree as
follows:
1. $ _________ or __________% of the Director's total annual fees for
calendar year 1994, including (i) Board of Directors' Annual
Retainer Fee, (ii) Committee Annual Retainer Fee, (iii) Board
Meeting Per Diem Fee, and (iv) Committee Meeting Per Diem Fee
shall be deferred by the Company. Such deferred fees plus
interest computed as set forth in Article 2 hereof (the "Deferred
Compensation") shall be payable to the Director, the Director's
designated beneficiary, or the Director's estate as set forth in
this Agreement.
2. Interest will be credited to the Director's account at December
31st of each year. Interest will accrue at a rate equal to the
average annual base rate charged by the First National Bank of
Boston, compounded annually, provided, however, that such annual
interest rate will not exceed 12% nor be less than 5%. Interest
will accrue on the average daily balance of the Director's account
beginning with the date on which the deferred compensation or
accrued interest is credited to the Director's account and ending
with the date on which the deferred compensation or accrued
interest is actually paid.
The Director may elect payment of the account balance either in
installments or in a lump sum. Installment payments will be
computed by dividing the combined total of deferred compensation
and credited interest, as of the prior year end, by the number of
installments remaining. Lump sum and final installment payments
will include principal and interest credited to the Director's
account as of the prior year end and all interest accrued
subsequently in the year of payment.
Director Initials _________________
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3. Deferred Compensation shall be paid to the Director after the first to
occur of the listed events and in accordance with the method of payment and
commencement date selected by the Director on the attached Exhibit A which
is made a part of this Agreement. Notwithstanding the foregoing, in the
event of a Change of Control of the Company as defined by the Company's
Board of Directors on August 20, 1993, the Company shall immediately pay
the Deferred Compensation in a lump sum to the Director.
The Director should notify the Director of Corporate Accounting immediately
upon the occurrence of the triggering event to ensure timely payment.
4. The Director shall have the right to designate a beneficiary who, in the
event of the Director's death prior to payment of any or all of the
Deferred Compensation payable to the Director pursuant to this Agreement,
shall receive such Deferred Compensation. Such designation shall be made
by the Director on the form attached hereto. The Director may, at any
time, change or revoke such designation by written notice to the Director
of Compensation.
5. (a) If the Director dies prior to receipt of any or all of the
Deferred Compensation, no Deferred Compensation shall be paid for
a period of thirty days from the date the Director of Compensation
receives written notice of the Director's death.
(b) If the Director has designated a beneficiary pursuant to Article 4
hereof, on the first day of the month following such thirty day
period, the unpaid Deferred Compensation shall be paid to the
designated beneficiary in a lump sum, unless the Director's
beneficiary elects within such thirty day period, by written
notice to the Director of Compensation, that the Deferred
Compensation be paid to such beneficiary in annual (2-10)
installments or not be paid at all.
(c) If the Director does not designate a beneficiary or the designated
beneficiary predeceases the Director or elects not to receive the
unpaid Deferred Compensation, then the unpaid Deferred
Compensation plus accrued interest shall be paid to the Director's
estate in a lump sum on the first day of the month following such
thirty day period.
(d) If the designated beneficiary of the Director dies after the
Director, but prior to the payment of the Deferred Compensation,
and has not elected not to receive such Deferred Compensation, no
Deferred Compensation shall be paid for a period of thirty days
from the date the Director of Compensation receives written notice
of the death of the designated beneficiary. The Deferred
Compensation plus accrued interest shall then be paid to the
estate of the designated beneficiary in a lump sum on the first
day of the month following such thirty day period.
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6. The Company shall pay to the Director during the term of the
Director's service that portion of the Deferred Compensation which
shall be necessary in the case of an unforeseeable emergency. For
purposes of this Article 6 an unforeseeable emergency shall mean
an unanticipated emergency that is caused by an event beyond the
control of the Director and that would result in severe financial
hardship to the Director if early withdrawal were not permitted.
The Compensation Committee of the Board of Directors of the
Company (the "Compensation Committee") shall limit any early
withdrawal to the amount necessary to meet the emergency. The
Director shall apply to the Compensation Committee for any
emergency payment under this Article 6 and shall furnish to the
Compensation Committee such information as the Director deems
appropriate and as the Company and counsel for the Company deem
necessary and appropriate to make such determination. The
determination of the Compensation Committee as to whether a
payment is warranted under this Article 6, and the amount of such
payment, shall be conclusive and binding on the Director and the
Company. If the Director is a member of the Compensation
Committee, the Director shall not sit as a member of such
Committee in the determination of the Director's application under
this Article 6.
7. The Deferred Compensation shall be paid out of the general funds
of the Company and no funds shall be set aside therefor. The
Director shall have the status of a general unsecured creditor of
the Company and this Agreement constitutes a mere promise by the
Company to make benefit payments in the future. It is the
intention of the parties that the arrangements be unfunded for tax
purposes and for purposes of Title I of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA").
8. Any rights to receive Deferred Compensation payments under this
Agreement are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors of the Director or the
Director's beneficiary. Any such attempted action shall be null
and void and shall extinguish the Company's obligation under this
Agreement to pay Deferred Compensation.
9. The Director and the Company acknowledge that this Agreement is
not an agreement concerning continued service as a Director
between the Director and the Company.
10. This Agreement shall be binding upon any successor to the Company
by merger, consolidation, purchase or otherwise.
11. This Agreement, together with the Director's beneficiary
designation, constitutes the entire agreement between the Company
and the Director regarding Deferred Compensation and shall not be
modified except upon the written agreement of the Company and the
Director.
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12. This Agreement shall be governed in accordance with the laws of the State
of Florida.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
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(Director)
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Social Security Number
RYDER SYSTEM, INC.
By:
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M. Anthony Burns
Chairman of the Board,
President and
Chief Executive Officer
In accordance with Article 4 of the Agreement set forth above, I hereby
designate _________________________________________ my beneficiary.
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(Director)
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EXHIBIT A
TO DIRECTOR DEFERRAL AGREEMENT
DATED AS OF DECEMBER 31, 1993
INSTRUCTIONS: Indicate your selections by circling one (1) Method of
Payment and one (1) Commencement Date for each event listed. If you select
installments or a specific month or date for payment, fill in the
appropriate information. Then initial or sign this Exhibit, as
appropriate, where indicated. The "FIXED DATE" events are optional and
should not be completed unless some form of distribution is desired prior
to termination or retirement.
Event Triggering Payment
I. Termination of the Director's Service
as a Member of the Company's Board of Directors
METHOD OF PAYMENT COMMENCEMENT DATE
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- Lump Sum = deferred - January 1st following effective
amount plus accrued interest. date of termination.
- Annual Installments - First day of month following
Select 2-10: = effective date of termination.
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account balance plus interest
credited thereto divided by
number of installments
outstanding.
II. Retirement as a Member of the Company's Board of Directors
METHOD OF PAYMENT COMMENCEMENT DATE
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- Lump Sum = deferred - January 1st following effective
amount plus accrued interest. date of retirement.
- Annual Installments - First day of month following
Select 2-10: = effective date of retirement.
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account balance plus interest - First day of month that you
credited thereto divided by elect following effective date of
number of installments retirement. Specify month:
outstanding. .
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Director Initials __________________
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EXHIBIT A (continued)
Event Triggering Payment
III. Fixed Date While Providing Outside Director's Services for Ryder
Full Payment (Optional)
METHOD OF PAYMENT COMMENCEMENT DATE
- ------------------------------- ------------------------------------
- Lump Sum = deferred - First day of month of fixed
amount plus accrued interest. date. Specify month and year:
.
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- Annual Installments
Select 2-10: =
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account balance plus interest
credited thereto divided by
number of installments outstanding.
IV. Fixed Date While Providing Outside Director's Services for Ryder
Partial Payment (Optional)
METHOD OF PAYMENT COMMENCEMENT DATE
- ------------------------------- ------------------------------------
- Lump Sum = partial - First day of month of fixed
payment amount with the date. Specify month and year:
remainder to be paid as .
indicated in the event -------------------------------
of termination or
retirement, whichever
occurs first.
- Annual Installments Amount $ or %
Select 2-10: = ---------- ----------
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partial payment amount divided
by number of installments
outstanding with the remainder
to be paid as indicated in the
event of termination or
retirement, whichever occurs
first.
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(Director)
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