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EXHIBIT 10.18 The Ryder System, Inc. Directors Stock Plan, as amended and
restated as of December 17, 1993.
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RYDER SYSTEM, INC.
DIRECTORS STOCK PLAN
(As amended on December 17, 1993)
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RYDER SYSTEM, INC.
DIRECTORS STOCK PLAN
SECTION I
PURPOSES OF THE PLAN
The Ryder System, Inc. Directors Stock Plan ( the "Plan" ) is intended to
enable Ryder System, Inc. (the "Company") to attract and retain persons of
outstanding competence to serve as members of the Board of Directors of the
Company and to provide a direct link between Directors' compensation and
shareholder value.
SECTION II
ADMINISTRATION OF THE PLAN
A. Committee -- The Plan shall be administered by the Compensation Committee of
the Board of Directors of the Company (the "Committee"), which shall consist of
not less than three members of the Board of Directors, each of whom shall be a
"disinterested person" as that term is used in Rule 16b-3 under the Securities
Exchange Act of 1934, as amended. Grants of stock to eligible participants
under the Plan and the amount, nature and timing of the grants shall be
automatically determined as described in Sections IV and V and shall not be
subject to the determination of the Committee.
B. Authority of the Committee -- Subject to certain specific limitations and
restrictions set forth in the Plan, the Committee shall have full and final
authority to interpret the Plan; to prescribe, amend and rescind rules and
regulations, if any, relating to the Plan; and to make all determinations
necessary or advisable for the administration of the Plan. No member of the
Committee shall be liable for anything done or omitted to be done by him or by
any other member of the Committee in connection with the Plan, except for his
own willful misconduct or gross negligence. All decisions which are made by the
Committee with respect to interpretation of the terms of the Plan and with
respect to any questions or disputes arising under the Plan shall be final and
binding on the Company and the participants, their heirs or beneficiaries. The
Committee shall not be empowered to take any action, whether or not otherwise
authorized under the Plan, which would result in any Director failing to
qualify as a "disinterested person".
C. Acts of the Committee -- A majority of the Committee will constitute a
quorum and the acts of a majority of the members present at any meeting at
which a quorum is present, or acts approved in writing by all members of the
Committee without a meeting, will be the acts of the Committee.
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SECTION III
STOCK SUBJECT TO THE PLAN
A. Common Stock -- The stock which is the subject of grants under the Plan
shall be the Company's Common Stock, par value $.50 per share ("Common Stock"),
which shares shall be subject to the terms, conditions and restrictions
described in the Plan.
B. Maximum Number of Shares That May Be Granted -- There may be granted under
the Plan an aggregate of not more than fifty thousand (50,000) shares of Common
Stock, subject to adjustment as provided in Section VII hereof. Shares of
Common Stock granted pursuant to the Plan may be either authorized, but
unissued, shares or reacquired shares, or both.
C. Rights With Respect To Shares -- A Director to whom a grant of Common Stock
has been made shall have absolute beneficial ownership of the shares of Common
Stock granted to that Director, including the right to vote the shares and to
receive dividends thereunder; subject, however, to the terms, conditions and
restrictions described in the Plan, including, but not limited to, Section V.
The certificate(s) for such shares shall be held by the Company (or by an agent
designated by the Secretary of the Company) for the Director's benefit until
the terms, conditions and restrictions lapse, whereupon the certificates shall
be delivered to the Director.
SECTION IV
PARTICIPATION
A. Directors -- Participation in the Plan shall be limited to persons who serve
as members of the Board of Directors of the Company and who, at the time of
grant, are not "employees" of the Company and/or any of its subsidiaries,
within the meaning of the Employee Retirement Income Security Act of 1974
("ERISA"). A Director who is an employee and who retires or resigns from
employment with the Company and/or any of its subsidiaries, but remains a
Director of the Company, shall become eligible to participate in the Plan at
the time of such termination of employment.
B. Elections -- Any eligible Director may elect to participate in the Plan and
receive grants of Common Stock as set out in Paragraph C of this Section IV by
delivering to the Committee a written notice to such effect. Such election
shall be made at least six (6) months prior to the Grant Date (as defined
below) and shall be irrevocable in a manner sufficient to satisfy the rules
established by the Securities and Exchange Commission (the "SEC") pursuant to
Rule 16b-3 under the Securities Exchange Act of 1934, as amended then in
effect, and according to procedures established by the Committee.
C. Grants -- Each participating Director who has made an election pursuant to
Paragraph B of this Section IV shall be eligible to receive, on the first New
York Stock Exchange trading day
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of the first calendar quarter occurring at least six (6) months following such
election (the "Grant Date"), and annually thereafter, in lieu of such
Director's annual retainer for service as a director of the Company (the
"Annual Retainer"): (i) a grant of Common Stock and (ii) Eleven Thousand Five
Hundred Dollars ($11,500.00) (collectively, the "Formula"). The amount of
Common Stock which shall be granted to a participating Director will be the
number of whole shares which can be purchased for Fifteen Thousand Dollars
($15,000.00) based on the Fair Market Value of the shares on the Grant Date.
Fractional shares shall not be granted. "Fair Market Value" will be the mean of
the highest and lowest sale price for the Common Stock as reported on the New
York Stock Exchange Composite Transaction Reporting System on the Grant Date.
D. Adjustment of Formula -- In the event that there shall be an increase or
decrease in the Annual Retainer, the Formula shall adjust automatically so that
both the relationship between the Formula and the Annual Retainer and the
proportion of Common Stock and cash paid to a participating Director pursuant
to the Formula are maintained.
SECTION V
TERMS AND CONDITIONS OF STOCK GRANTS
A. Vesting -- Each grant of Common Stock to a participating Director in
accordance with the Plan shall be vested on the six-month anniversary of the
Grant Date, so long as the Director has served continuously as a director of
the Company during the intervening six-month period; provided, however, that a
participating Director who has completed a full term of service prior to the
end of such six-month period or whose service during such six-month period was
interrupted due to death or disability shall be vested in a pro rata amount of
shares. Except as described in the preceding sentence, in the event a
Director's service to the Company terminates before the shares have vested,
then all shares granted to such Director which have not vested shall be
cancelled and such shares shall be forfeited and retransferred to the Company,
with the Director having no further right or interest in such forfeited and
retransferred shares.
B. Restrictions on Transfer -- Shares of Common Stock granted to a
participating Director may not be assigned, transferred, pledged, hypothecated
or otherwise disposed of (i) before they have vested in accordance with
Paragraph A of this Section V and (ii) until six (6) months after the
termination of the Director's service to the Company as a director.
SECTION VI
COMPLIANCE WITH LAW AND OTHER CONDITIONS
A. Restrictions Upon Grant Of Common Stock -- The listing upon the New York
Stock Exchange or the registration or qualification under any federal or state
law of any shares of Common Stock to be granted pursuant to the Plan may be
necessary or desirable as a condition of, or in
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connection with, such grant and, in any such event, delivery of the
certificates for such shares of Common Stock shall, if the Committee, in its
sole discretion, shall determine, not be made until such listing, registration
or qualification shall have been completed.
B. Restrictions Upon Resale Of Unregistered Stock -- If the issuances of the
shares of Common Stock that have been granted to a participating Director
pursuant to the terms of the Plan are not registered under the Securities Act
of 1933, as amended, pursuant to an effective registration statement, such
Director, if the Committee shall deem it advisable, may be required to
represent and agree in writing:
(i) that any shares of Common Stock acquired by such Director
pursuant to the Plan will not be sold, except pursuant to an effective
registration statement under the Securities Act of 1933, as amended,
or pursuant to an exemption from registration under such Act, and
(ii) that such Director is acquiring such shares of Common
Stock for his own account and not with a view to the distribution
thereof.
SECTION VII
ADJUSTMENT
The number of shares of Common Stock of the Company reserved for grants under
the Plan shall be subject to appropriate adjustment by the Committee, as
necessary, to reflect any stock split, stock dividend, recapitalization,
merger, consolidation, reorganization, combination or exchange of shares or
similar event.
SECTION VIII
MISCELLANEOUS PROVISIONS
A. Nothing in the Plan shall be construed to give any Director of the Company
any right to a grant of Common Stock under the Plan unless all conditions
described within the Plan are met as determined in the sole discretion of the
Committee.
B. Neither the Plan, nor the granting of Common Stock nor any other action
taken pursuant to the Plan, shall constitute or be evidence of any agreement or
understanding, express or implied, that the Company will retain a Director for
any period of time. Nothing in the Plan shall in any manner be construed to
limit in any way the right of the Company or its shareholders to reelect or not
reelect or renominate or not renominate a participating Director.
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C. Any shares of Common Stock of the Company issued as a stock dividend, or as
a result of stock splits, combinations, exchanges of shares, reorganizations,
mergers, consolidations or otherwise with respect to shares of Common Stock
granted pursuant to the Plan shall have the same status and be subject to the
same restrictions as the shares granted.
D. The costs and expenses of administering the Plan shall be borne by the
Company and not charged to any grant of Common Stock nor to any participating
Director.
E. The Company may make such provisions and take such steps as it may deem
necessary or appropriate for the withholding of any taxes which the Company is
required by any law or regulation of any governmental authority, whether
federal, state or local, to withhold in connection with any event or action
under the Plan.
SECTION IX
AMENDMENT
The Committee or the Board of Directors of the Company may suspend or
discontinue the Plan, or revise or amend it in any respect whatsoever; except
that, without shareholder approval, the Committee or the Board of Directors may
not (a) materially increase the benefits accruing to participants under the
Plan, (b) increase the number of shares of Common Stock available for grants
under the Plan, or (c) materially modify the requirements as to eligibility for
participation in the Plan. Additionally, should the Plan require amendment to
maintain full legal compliance because of rules, regulations, opinions or
statutes issued by the SEC, the U.S. Department of the Treasury or any other
governmental or governing body, then the Committee or the Board of Directors
may take whatever action, including but not limited to amending or modifying
the Plan, is necessary to maintain such compliance. The termination or any
modification or amendment of the Plan shall not, without the consent of any
participant involved, adversely affect rights under a previous grant of Common
Stock. In no event shall Plan provisions dealing with the eligibility of
participants to receive grants, the amount and price of securities to be
granted, or the timing of the grants be amended more than once every six
months, other than to comport with changes in the Internal Revenue Code, ERISA,
or the rules thereunder.
SECTION X
GOVERNING LAW
The Plan and all determinations made and actions taken pursuant thereto shall
be governed by the laws of the State of Florida and construed accordingly.
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SECTION XI
APPROVAL BY SHAREHOLDERS
The Plan shall become effective only upon approval by the shareholders of the
Company.
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