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EXHIBIT 10.3 The form of change of control severance agreement for executive
officers effective as of July 1, 1993.
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Change of Control
Severance Agreement
THIS AGREEMENT between RYDER SYSTEM, INC., a Florida corporation
(the "Corporation"), and _______________________ (the "Executive"), dated
as of the _______ day of ___________________, 19_____.
WITNESSETH:
WHEREAS, the Executive is an officer and/or key employee of the
Corporation and/or its subsidiaries or affiliates and an integral part of
its management; and
WHEREAS, in order to retain the Executive and to assure both the
Executive and the Corporation of the continuity of management in the event
of any actual or threatened Change of Control (as defined in Section 2) of
the Corporation, the Corporation desires to provide severance benefits to
the Executive if the Executive's employment with the Corporation and/or its
subsidiaries or affiliates terminates as provided herein concurrent with or
subsequent to a Change of Control;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is hereby agreed by and between the
Corporation and the Executive as follows:
1. Term of Agreement. This Agreement shall become effective
as of the date hereof and shall terminate upon the occurrence of the
earliest of the events specified below; provided, however, that Section 5
shall survive termination of this Agreement:
(a) the last day of the Severance Period (as defined
in Section 3(f));
(b) the termination of the Executive's employment by
the Corporation or its subsidiaries or affiliates for Death, Disability or
Cause, or by the Executive other than for Good Reason (as defined in
Section 3(b), (a), and (c) respectively);
(c) one (1) year following the date of receipt of a
mailing (by overnight express mail or registered or certified mail, return
receipt requested) or hand delivery to the Executive by the Corporation of
written notice of its intent to terminate this Agreement; provided,
however, that such written notice shall have been received by the Executive
prior to the date of a Change of Control (as defined in Section 2);
(d) three (3) years following the date of a Change of
Control (as defined in Section 2) if the Executive's employment with the
Corporation or its subsidiaries or affiliates has not been terminated as of
such time;
(e) the material breach by the Executive of the
provisions of Section 5.
Additionally, notwithstanding anything in this Agreement
to the contrary, if the Executive should die while receiving severance pay
or benefits pursuant to Section 4 as a result of the termination of the
Executive's employment by the Corporation or its subsidiaries or
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affiliates other than for Death, Disability or Cause, or by the Executive for
Good Reason (as defined in Sections 3(b), (a), and (c) respectively), this
Agreement shall terminate immediately upon the Executive's death and both
parties shall be released from all obligations under this Agreement other than
those under Section 5(b)(II) and those relating to amounts or benefits which
are payable under this Agreement within five (5) business days after the
Executive's Date of Termination (if not already paid), are vested under any
plan, program, policy or practice, or the Executive is otherwise entitled to
receive upon his death, including but not limited to, life insurance. Any
payment due pursuant to the preceding sentence upon the Executive's death shall
be made to the estate of the deceased Executive, unless the plan, program,
policy, practice or law provides otherwise.
2. Change of Control. For the purpose of this Agreement, a "Change
of Control" shall be deemed to have occurred if:
(a) a third person, including a "group" as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), but excluding any employee benefit plan or plans of the Corporation and
its subsidiaries and affiliates, becomes the beneficial owner, directly or
indirectly, of twenty percent (20%) or more of the combined voting power of the
Corporation's outstanding voting securities ordinarily having the right to vote
for the election of directors of the Corporation; or
(b) the individuals who, as of June 26, 1987, constituted the
Board of Directors of the Corporation (the "Board" generally and as of June 26,
1987 the "Incumbent Board") cease for any reason to constitute at least
two-thirds (2/3) of the Board, or in the case of a merger or consolidation of
the Corporation, do not constitute or cease to constitute at least two-thirds
(2/3) of the board of directors of the surviving company (or in a case where
the surviving corporation is controlled, directly or indirectly, by another
corporation or entity do not constitute or cease to constitute at least
two-thirds (2/3) of the board of such controlling corporation or do not have or
cease to have at least two-thirds (2/3) of the voting seats on any body
comparable to a board of directors of such controlling entity or, if there is
no body comparable to a board of directors, at least two-thirds (2/3) voting
control of such controlling entity), provided that any person becoming a
director (or, in the case of a controlling non-corporate entity, obtaining a
position comparable to a director or obtaining a voting interest in such
entity) subsequent to June 26, 1987 whose election, or nomination for election,
was approved by a vote of the persons comprising at least two-thirds (2/3) of
the Incumbent Board (other than an election or nomination of an individual
whose initial assumption of office is in connection with an actual or
threatened election contest, as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) shall be, for purposes of
this Agreement, considered as though such person were a member of the Incumbent
Board; or
(c) there is a liquidation or dissolution of the Corporation
or a sale of all or substantially all of its assets.
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If the Corporation enters into an agreement or series of
agreements or the Board passes a resolution which will result in the
occurrence of any of the matters described in Subsections (a), (b) or (c),
and the Executive's employment is terminated subsequent to the date of
execution of such agreement or series of agreements or the passage of such
resolution, but prior to the occurrence of any of the matters described in
Subsections (a), (b) or (c), then, upon the occurrence of any of the
matters described in Subsections (a), (b) or (c), a Change of Control shall
be deemed to have retroactively occurred on the date of the execution of
the earliest of such agreement(s) or the passage of such resolution.
3. Certain Definitions.
(a) Cause. The Executive's employment may be
terminated for Cause only if a majority of the Incumbent Board determines
that Cause (as defined below) exists. For purposes of this Agreement,
"Cause" means (i) an act or acts of fraud, misappropriation, or
embezzlement on the Executive's part which result in or are intended to
result in his or another's personal enrichment at the expense of the
Corporation or its subsidiaries or affiliates, (ii) conviction of a felony,
(iii) conviction of a misdemeanor involving moral turpitude, or (iv)
willful failure to report to work for more than thirty (30) continuous days
not attributable to eligible vacation or supported by a licensed
physician's statement.
(b) Death or Disability.
(i) The Executive's employment will be
terminated by the Corporation or its subsidiaries or affiliates
automatically upon the Executive's death ("Death").
(ii) After having established the Executive's
Disability (as defined below), the Corporation may give to the Executive
written notice of the Corporation's and/or its subsidiaries' or affiliates'
intention to terminate the Executive's employment for Disability. The
Executive's employment will terminate for Disability effective on the
thirtieth (30th) day after the Executive's receipt of such notice (the
"Disability Effective Date") if within such thirty (30) day period after
such receipt the Executive shall fail to return to full-time performance of
his duties. For purposes of this Agreement, "Disability" means disability
which after the expiration of more than twenty-six (26) weeks after its
commencement is determined to be total and permanent by an independent
licensed physician mutually agreeable to the parties.
In the event of the Executive's termination for Death or
Disability, the Executive and, to the extent applicable, his legal
representatives, executors, heirs, legatees and beneficiaries, shall have
no rights under this Agreement and their sole recourse, if any, shall be
under the death or disability provisions of the plans, programs, policies
and practices of the Corporation and/or its subsidiaries and affiliates, as
appropriate.
(c) Good Reason. For purposes of this Agreement,
"Good Reason" means:
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(i) any failure by the Corporation and/or its
subsidiaries or affiliates to furnish the Executive and/or where applicable,
his family, with (A) total annual cash compensation (including annual incentive
compensation), (B) total aggregate value of perquisites, (C) total aggregate
value of benefits, or (D) total aggregate value of long term compensation,
including but not limited to, stock options, in each case at least equal to or
otherwise comparable to in the aggregate or exceeding the highest level
received by the Executive from the Corporation and/or its subsidiaries or
affiliates during the six (6) month period (or the one (1) year period for
compensation, perquisites and benefits which are paid less frequently than
every six (6) months) immediately preceding the Change of Control, other than
an inadvertent failure remedied by the Corporation within five (5) business
days after receipt of notice thereof given by the Executive;
(ii) the Corporation's and/or its subsidiaries' or
affiliates' requiring the Executive to be based or to perform services at any
site or location more than fifteen (15) miles from the site or location at
which the Executive is based at the time of the Change of Control, except for
travel reasonably required in the performance of the Executive's
responsibilities (which does not materially exceed the level of travel required
of the Executive in the six (6) month period immediately preceding the Change
of Control);
(iii) any failure by the Corporation to obtain the
assumption and agreement to perform this Agreement by a successor as
contemplated by Section 8(b);
(iv) any failure by the Corporation to pay into the
Trust(s) (as defined in Section 4(c)) the amounts and at the time or times as
are required pursuant to the terms of such Trust(s);
(v) any purported termination by the Corporation or
its subsidiaries or affiliates of the Executive's employment that is not
effected pursuant to a Notice of Termination satisfying the requirements of
Section 3(d), which purported termination shall not be effective for purposes
of this Agreement; or
(vi) if the Executive is in management level 14 or
above immediately prior to the Change of Control, (A) any assignment to the
Executive of duties inconsistent in any material respect with the highest level
of the Executive's position (including titles and reporting relationships),
authority, responsibilities or status as in effect at any time during the six
(6) month period immediately preceding the Change of Control without the
express prior written consent of the Executive (which consent the Executive has
the absolute right to withhold), or (B) any other material adverse change in
such position, authority, responsibilities or status without the express prior
written consent of the Executive (which consent the Executive has the absolute
right to withhold).
For the purposes of this Section 3(c), any good faith
interpretation by the Executive of the foregoing definitions of "Good Reason"
shall be conclusive on the Corporation. Additionally, the Executive's
continued employment shall not constitute consent to, or a waiver of rights
with respect to, any circumstance constituting Good Reason hereunder.
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(d) Notice of Termination. Any termination of the
Executive's employment by the Executive for Good Reason or by the
Corporation or its subsidiaries or affiliates for any reason other than
Death shall be communicated by a Notice of Termination to the other party,
with a copy to the Trustee (as defined in Section 4(c)) hereto given in
accordance with Section 9(b). For purposes of this Agreement, a "Notice of
Termination" means a written notice which (i) indicates the specific
termination provision in this Agreement relied upon, (ii) sets forth in
reasonable detail the facts and circumstances claimed to provide a basis
for termination of the Executive's employment under the provision so
indicated, and (iii) if the Date of Termination (as defined below) is other
than the date of receipt of such notice, specifies the termination date
(which date shall be not more than fifteen (15) days after the giving of
such notice or, in the event of Disability, the Disability Effective Date).
(e) Date of Termination. Date of Termination means
the date of receipt by the Executive or the Corporation or its subsidiaries
or affiliates of the Notice of Termination or any later date specified
therein, as the case may be; provided, however, that if the Executive's
employment is terminated by reason of Death or Disability, the Date of
Termination shall be the date of Death of the Executive or the Disability
Effective Date, as the case may be.
(f) Severance Period. Unless terminated sooner
pursuant to Section 1, the Severance Period means the period set forth
below depending on the Executive's management level immediately prior to
the Change of Control, which period shall begin on the day following the
Executive's Date of Termination:
Mgmt. Level 19 or above Three (3) years
Mgmt. Level 15-18 Two (2) years
Mgmt. Level 14 One (1) year and six (6) months
Mgmt. Level 13 One (1) year
Mgmt. Level 12 Nine (9) months
Mgmt. Level 11 Six (6) months
4. Obligations of the Corporation.
(a) Circumstances of Termination.
(i) If, within the three (3) year period
commencing on a Change of Control of the Corporation, (A) the Corporation
or its subsidiaries or affiliates shall terminate the Executive's
employment for any reason other than for Death, Disability or Cause, or (B)
the Executive shall terminate his employment with the Corporation or its
subsidiaries or affiliates for Good Reason, the Corporation agrees to
provide the Executive with compensation, benefits and perquisites in
accordance with the terms and provisions set forth in Subsection (iii)
below and the other provisions of this Agreement, and the Executive agrees
that he shall be subject to such terms and provisions. The Executive shall
not be deemed to have terminated his employment with the Corporation or any
of its subsidiaries or affiliates if he leaves the employ of the
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Corporation or any of its subsidiaries or affiliates for immediate reemployment
with the Corporation or any of its subsidiaries or affiliates.
(ii) If during the term of this Agreement, (A) the
Corporation or its subsidiaries or affiliates shall terminate the Executive's
employment for Death, Disability or Cause or (B) the Executive shall terminate
his employment with the Corporation or its subsidiaries or affiliates other
than for Good Reason, then the Executive shall not be entitled to any of the
benefits set forth in Subsection (iii) below or in any other section of this
Agreement, except to the extent of the amounts which represent vested benefits
or which the Executive is otherwise entitled to receive under any plan,
program, policy or practice of the Corporation or any of its subsidiaries or
affiliates at or subsequent to the Executive's Date of Termination.
(iii) If the Executive is entitled to receive severance
pay and benefits under Subsection (i) above, the Corporation agrees to provide
the Executive with the following compensation, benefits and perquisites,
subject to Section 5(b):
(I) Cash Entitlement. The Corporation and/or
the Trustee (as defined in Section 4(c)) shall pay to the Executive the
aggregate of the amounts determined pursuant to clauses a through f below:
a. Unpaid Salary and Vacation. If
not already paid, the Executive's base salary and unused vacation
entitlement through the Executive's Date of Termination at the rate in
effect at the time the Notice of Termination was given, or if greater, at
the highest rate in effect during the six (6) month period immediately
preceding the Change of Control.
b. Salary Multiple. The
Executive's annual base salary at the rate in effect at the time the Notice
of Termination was given, or if greater, at the highest rate in effect
during the six (6) month period immediately preceding the Change of Control
("Annual Base Salary"), multiplied by the following salary multiple
depending on the Executive's management level immediately preceding the
Change of Control:
Mgmt. Level 19 or above 3
Mgmt. Level 15-18 2
Mgmt. Level 14 1.5
Mgmt. Level 13 1
Mgmt. Level 12 .75
Mgmt. Level 11 .5
c. Bonus Multiple. An amount equal
to the product of (i) the Executive's Annual Base Salary multiplied by (ii)
the stated maximum bonus opportunity percentage available to the Executive
under the respective incentive compensation plan immediately preceding
either the Notice of Termination or, if greater, the Change of Control
multiplied by (iii) the "Executive's Three Year Average Bonus Percentage"
(as defined below) (the
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product of (i), (ii), and (iii) hereinafter referred to as the
"Bonus Opportunity") multiplied by (iv) the following multiple
depending on the Executive's management level immediately
preceding either the Notice of Termination or, if greater, the
Change of Control:
Mgmt. Level 17 or above 1
Mgmt. Level 11-16 0
The "Executive's Three Year Average Bonus Percentage" is
the sum of the bonus percentages paid to the Executive divided by
the stated maximum bonus opportunity percentages available to the
Executive rounded to one decimal place (e.g., 86.3%) for each of
the three (3) fiscal years immediately preceding either the Notice
of Termination or, if greater, the Change of Control divided by
three (3).
If the Executive has been employed by the Corporation
and/or its subsidiaries or affiliates for less than three (3)
fiscal years prior to the Change of Control, or if the Executive
was not eligible to receive an incentive compensation award
pursuant to an incentive compensation plan of the Corporation
and/or its subsidiaries or affiliates for one (1) or more of the
three (3) fiscal years immediately preceding either the Change of
Control or the Notice of Termination, the bonus percentage to be
applied in the "Executive's Three Year Bonus Percentage"
calculation for any year in which the Executive was not employed
or eligible to receive an incentive award will be the average
bonus percentage paid for such year to all executives in the
Corporation or the Executive's respective division, as
appropriate, with a stated maximum bonus opportunity level similar
to that of the Executive immediately preceding either the Notice
of Termination or, if greater, the Change of Control divided by
the average stated maximum bonus opportunity available to these
executives rounded to one decimal place (e.g., 86.3%).
CALCULATION EXAMPLE OF EXECUTIVE'S THREE YEAR AVERAGE
BONUS PERCENTAGE
(1) (2)
Stated (1)/(2)
Bonus Maximum Bonus
Percentage Bonus Opportunity
Year Paid Opportunity Percent
---- ---------- ----------- -----------
1 55.1% 60.0% 91.8%
2 71.8% 80.0% 89.8%
3 102.0% 100.0% 102.0%
------
Sum 283.6%
Executive's Three Year Average
Bonus Percentage (Sum divided by 3) 94.5%
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d. Tenure - Related Bonus. An amount equal
to the product of the Bonus Opportunity determined in clause c above
multiplied by the number of the Executive's full and prorated partial years
of service with the Corporation and/or its subsidiaries or affiliates,
subject to a maximum of twelve (12) years, divided by twelve (12).
e. Change of Control Year Bonus. If the
Executive has not yet been paid an incentive compensation award for the
calendar year in which the Change of Control occurred in accordance with
the terms of the respective incentive compensation plan in effect
immediately preceding the Change of Control, the Executive shall receive an
amount equal to the product of (i) the actual salary earned by the
Executive during the calendar year in which the Change of Control occurred
multiplied by (ii) the sum of (a) the greater of actual company performance
or eighty percent (80%) of maximum company performance opportunity for such
calendar year under the respective incentive compensation plan as in effect
immediately preceding the Change of Control plus (b) the greater of actual
individual performance or eighty percent (80%) of maximum individual
performance opportunity for the Executive for such calendar year under the
respective incentive compensation plan as in effect immediately preceding
the Change of Control; provided, however, if a "Big Six" accounting firm
chosen by the Corporation does not verify the actual company and individual
performance in accordance with the terms of the respective incentive
compensation plan in effect immediately preceding the Change of Control,
the Executive shall receive an amount equal to the product of (i) above
multiplied by the sum of (a) one hundred percent (100%) of maximum company
performance opportunity for such calendar year under the respective
incentive compensation plan as in effect immediately preceding the Change
of Control plus (b) one hundred percent (100%) of maximum individual
performance opportunity for the Executive for such calendar year under the
respective incentive compensation plan as in effect immediately preceding
the Change of Control.
f. Prior Year Bonus. If bonuses for the
calendar year prior to the Executive's Date of Termination (other than
those payable pursuant to clause e above) have been distributed and the
Executive is entitled to and has not yet been paid his incentive
compensation award for such calendar year, and his Date of Termination is
subsequent to the incentive compensation award payment date for such
calendar year, then the Executive shall receive an additional amount equal
to the product of the actual salary earned by the Executive during the
prior calendar year multiplied by the actual bonus percentage approved for
the Executive for such calendar year under the respective incentive
compensation plan.
The Corporation and/or the Trustee (as defined in
Section 4(c)) shall pay to the Executive the aggregate of the amounts
determined pursuant to clauses a through d and clause f above in a lump sum
by cashier's check within five (5) business days after the later of the
Executive's Date of Termination or the date of receipt by the Corporation
and the Trustee (as defined in Section 4(c)) of the Executive's written
demand for payment accompanied by notarized copies of the Notice of
Termination, release and, to the extent applicable, letter of resignation
(as described in Section 5(b)(II)). The Corporation and/or the Trustee (as
defined in Section 4(c)) shall
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pay to the Executive the amount determined pursuant to clause e
above by cashier's check no later than (i) the first March 15th
following the calendar year in which the Change of Control
occurred or (ii) five (5) business days after the later of the
Executive's Date of Termination or the date of receipt by the
Corporation and the Trustee (as defined in Section 4(c)) of the
Executive's written demand for payment accompanied by notarized
copies of the Notice of Termination, release and, to the extent
applicable, letter of resignation (as described in Section
5(b)(II)), whichever is the last to occur.
(II) Medical, Dental, Disability, Life
Insurance and Other Similar Plans and Programs. Until the
earliest to occur of (i) the last day of the Severance Period,
(ii) the date on which the Executive becomes eligible for the
designated or comparable coverage as an employee of another
employer which provides or offers such coverage to its employees,
or (iii) in the case of benefits requiring employee contributions,
the date the Executive fails to make such contributions pursuant
to the Corporation's or the plan's instructions (which
instructions shall be reasonable and given to the Executive by the
Corporation within five (5) business days following the
Executive's Date of Termination) or otherwise cancels his coverage
in accordance with plan provisions (the "Benefits Continuation
Period"), the Corporation shall continue to provide all benefits
which the Executive and/or his family is or would have been
entitled to receive under all medical, dental, disability,
supplemental life, group life, and accidental death and
dismemberment insurance plans and programs, and other similar
plans and programs of the Corporation and/or its subsidiaries or
affiliates not otherwise provided for in this Agreement, in each
case on a basis providing the Executive and/or his family with the
opportunity to receive benefits at least equal to the greatest
level of benefits provided by the Corporation and/or its
subsidiaries or affiliates for the Executive under such plans and
programs if and as in effect at any time during the six (6) month
period immediately preceding either the Notice of Termination or,
if greater, the Change of Control whether or not such plans or
programs were in effect at the time of the execution of this
Agreement. The non-contributory benefits will be paid for by the
Corporation. The medical and dental plan benefits, to the extent
applicable, will be provided in accordance with the provisions of
the Consolidated Omnibus Budget Reconciliation Act of l985, as
amended ("COBRA"), except that the Corporation shall pay the COBRA
premiums for the standard medical and dental plan benefits during
the Benefits Continuation Period. If the Executive's
participation in any such plan or program is barred by COBRA or
for any other reason, the Corporation shall pay or provide for
payment of such benefits or substantially similar benefits to the
Executive and/or his family. Upon termination of his coverage
under this paragraph, the Executive may be eligible under COBRA to
continue some of his benefits for an additional period of time.
Additionally, the Executive has thirty-one (31) days from the last
day of coverage in which to convert his group life insurance to an
individual policy. The Executive must arrange for conversion
through an agent of The Prudential Insurance Company of America,
or such other insurance company as is then providing coverage.
(III) Car. a. If, immediately prior to the
Change of Control, the Executive was assigned a car and was in
management level 14 or above, within five (5)
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business days after the Executive's Date of Termination, the Corporation
shall transfer to the Executive free and clear title to the car assigned to
the Executive on the Executive's Date of Termination, if any, or if the
Executive chooses, to a car comparable to that assigned to the Executive at
any time during the six (6) month period immediately preceding the Change
of Control.
b. If, immediately prior to the Change of Control, the
Executive was assigned a car and was in management level 13 or below, then
the following provisions will apply:
If the Executive has less than one (1) full year of service with
the Corporation and/or its subsidiaries or affiliates, the Executive may
purchase from the Corporation free and clear title to the car assigned to
the Executive on the Executive's Date of Termination, if any, or if the
Executive chooses, to a car comparable to that assigned to the Executive at
any time during the six (6) month period immediately preceding the Change
of Control, for the average retail value of the car listed in the National
Automobile Dealer's Association, Official Used Car Guide as of the date of
the purchase.
If the Executive has one (1) or more but fewer than five (5) full
years of service with the Corporation and/or its subsidiaries or
affiliates, the Executive may purchase from the Corporation free and clear
title to the car assigned to the Executive on the Executive's Date of
Termination, if any, or if the Executive chooses, to a car comparable to
that assigned to the Executive at any time during the six (6) month period
immediately preceding the Change of Control, for fifty percent (50%) of the
average retail value of the car listed in the National Automobile Dealer's
Association, Official Used Car Guide as of the date of the purchase.
If the Executive has completed five (5) or more full years of
service with the Corporation and/or its subsidiaries or affiliates, the
Corporation shall transfer to the Executive free and clear title to the car
assigned to the Executive on the Executive's Date of Termination, if any,
or if the Executive chooses, to a car comparable to that assigned to the
Executive at any time during the six (6) month period immediately preceding
the Change of Control.
Purchase arrangements and title transfer must be completed within
five (5) business days after the Executive's Date of Termination.
c. The Executive shall not be entitled to any car
telephone provided by the Corporation or its subsidiaries or affiliates and
such car telephone, if applicable, shall be returned to the Corporation
immediately upon title transfer. The Executive will be responsible for the
sales tax on transfer as well as for all insurance, maintenance, taxes and
other liabilities associated with the car after title transfer.
Additionally, the Corporation shall assign to the Executive all claims for
breach of warranty and other similar matters against the vendor and
manufacturer of the car. The Executive agrees to accept such car in an "As
Is" condition. THE EXECUTIVE WAS SOLELY RESPONSIBLE FOR THE SELECTION AND
MAINTENANCE OF THE CAR AND
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THEREFORE ACKNOWLEDGES THAT THE CORPORATION DOES NOT MAKE ANY
WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, WITH
RESPECT TO THE CAR, INCLUDING, BUT NOT LIMITED TO THE CONDITION OR
DESIGN OF THE CAR, ANY LATENT DEFECTS OF THE CAR, THE
MERCHANTABILITY OF THE CAR OR ITS FITNESS FOR ANY PARTICULAR
PURPOSE.
d. Notwithstanding the Executive's management
level, if the Executive was receiving a car allowance immediately
preceding the Change of Control, the Corporation and/or the
Trustee (as defined in Section 4(c)) shall pay to the Executive,
in a lump sum by cashier's check within five (5) business days
after the later of the Executive's Date of Termination or the date
of receipt by the Corporation and the Trustee (as defined in
Section 4(c)) of the Executive's written demand for payment
accompanied by notarized copies of the Notice of Termination,
release and, to the extent applicable, letter of resignation (as
described in Section 5(b)(II)), an amount equal to the product of
the Executive's monthly car allowance in effect at the time the
Notice of Termination was given, or if greater, the highest
monthly car allowance in effect for the Executive during the six
(6) month period immediately preceding the Change of Control,
multiplied by the salary multiple for the Executive set forth in
clause (I)b above multiplied by 12.
(IV) Outplacement. The Corporation and/or
the Trustee (as defined in Section 4(c)) shall pay to the
Executive, in a lump sum by cashier's check within five (5)
business days after the later of the Executive's Date of
Termination or the date of receipt by the Corporation and the
Trustee (as defined in Section 4(c)) of the Executive's written
demand for payment accompanied by notarized copies of the Notice
of Termination, release and, to the extent applicable, letter of
resignation (as described in Section 5(b)(II)), an amount equal to
twenty percent (20%) of the aggregate of the Executive's Annual
Base Salary and Bonus Opportunity (as defined in clauses (I)b and
(I)c above respectively), subject to a maximum cost of $50,000 if
the Executive was in management level 11-19 immediately prior to
either the Notice of Termination, or if greater, the Change of
Control and a maximum cost of $75,000 if the Executive was above
management level 19 immediately prior to either the Notice of
Termination, or if greater, the Change of Control, which amount
may be used by the Executive as he sees fit and, at his sole
discretion, in seeking new employment, including outplacement
services.
(V) Perquisite, Country Club and
Financial Planning/Tax Preparation Allowances. The Corporation and/or the
Trustee (as defined in Section 4(c)) shall pay to the Executive, in a lump
sum by cashier's check within five (5) business days after the later of the
Executive's Date of Termination or the date of receipt by the Corporation
and the Trustee (as defined in Section 4(c)) of the Executive's written
demand for payment accompanied by notarized copies of the Notice of
Termination, release and, to the extent applicable, letter of resignation
(as described in Section 5(b)(II)), an amount equal to the perquisite,
country club and financial planning/tax preparation allowances, as
appropriate, the Executive would have been entitled to receive under the
plans, programs, policies and practices of the Corporation and/or its
subsidiaries or affiliates for the twelve (12) month perquisite and
financial
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planning/tax preparation payment period of the Corporation or the Executive's
respective division, as appropriate (i.e., January - December or September -
August), in which the Notice of Termination was given, if not yet paid, and one
(1) additional twelve (12) month period thereafter, but in no event for longer
than the Severance Period, in each case on a basis providing the Executive with
benefits at least equal to the greatest level of benefits provided by the
Corporation and/or its subsidiaries or affiliates for the Executive under such
plans, programs, policies and practices if and as in effect at any time during
the six (6) month period immediately preceding either the Notice of
Termination, or if greater, the Change of Control.
(VI) Split-Dollar Life Insurance and Deferred
Compensation. Notwithstanding anything in the applicable agreements, plans
or policies to the contrary, if the Executive is covered by the
Corporation's split-dollar life insurance with its attendant deferred
compensation benefit on his Date of Termination, and the Executive wishes
to retain both the life insurance coverage and its future deferred
compensation benefit, the Executive may purchase the policy from the
Corporation by paying the Corporation an amount equal to the cash value of
the policy. If the Executive elects to purchase the policy from the
Corporation, the Executive will have all the benefits inherent in ownership
of the whole-life policy, including the cash value of the policy.
If the Executive wishes to retain the life insurance coverage
only, the Executive may convert the policy by forfeiting the deferred
compensation benefit. If the Executive chooses this alternative, the
Corporation will transfer ownership of the policy to the Executive, and
contemporaneously the Executive will execute an agreement relinquishing the
deferred compensation benefit. This alternative transfers the entire cash
value of the policy to the Executive and relieves the Corporation of the
administrative record-keeping associated with the Executive's deferred
compensation benefit.
The Executive must notify the Corporation of his election for the
transfer of his split-dollar life insurance policy and deferred
compensation benefit within thirty (30) days following the Executive's Date
of Termination and the Corporation shall complete the transfer immediately
upon receipt of such notice and the required payment or executed agreement.
(b) Gross-Up for Excise Tax. In the event that it shall be
determined that any payment or benefit by the Corporation to or for the benefit
of the Executive pursuant to the terms of this Agreement or any other payments
or benefits received or to be received by the Executive in connection with or
as a result of the Change of Control or the Executive's termination of
employment or any event which is deemed by the Internal Revenue Service or any
other taxing authority to constitute a change in the ownership or effective
control of the Corporation, or in the ownership of a substantial portion of the
assets of the Corporation ("Change of Control Payments") shall be subject to
the tax (the "Excise Tax") imposed by Section 4999 (or any successor section)
of the Internal Revenue Code of l986, as it may be amended from time to time
(the "Code"), the Corporation and/or the Trustee (as defined in Paragraph 4(c))
shall pay to the Executive an additional amount (the "Gross-Up Payment") such
that the net amount retained by the Executive, after (i) payment of any Excise
Tax on the Change of Control Payments and (ii) payment of any federal and state
and local income tax and
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Excise Tax upon the Gross-Up Payment, shall be equal to the Change of
Control Payments. The determination of whether the Executive is subject to
the Excise Tax and the amount of the Gross-Up Payment, if any, shall be
made by a "Big Six" accounting firm chosen by the Trustee (as defined in
Section 4(c)) and reasonably agreeable to the Executive, which
determination shall be binding upon the Executive and the Corporation. For
purposes of determining the amount of the Gross-Up Payment, the Executive
shall be deemed to pay federal income taxes at the highest marginal rate of
federal income taxation in the calendar year in which the Gross-Up Payment
is to be made and state and local income taxes at the highest marginal rate
of taxation in the calendar year in which the Gross-Up Payment is to be
made in the state or locality of the Executive's residence on the
Executive's Date of Termination. The Gross-Up Payment shall be paid to the
Executive by cashier's check within five (5) business days following the
receipt by the Trustee (as defined in Section 4(c)) of the Gross-Up Payment
determination from the selected "Big Six" accounting firm.
(c) Trust(s).
(i) In order to ensure in the event of a Change of
Control that timely payment will be made of certain obligations of the
Corporation to the Executive provided for under this Agreement, the
Corporation shall pay into one or more trust(s) (the "Trust(s)")
established between the Corporation and any financial institution with
assets in excess of $100 million selected by the Corporation prior to the
Change of Control, as trustee (the "Trustee"), such amounts and at such
time or times as are required in order to fully pay all amounts due the
Executive pursuant to Section 4 that are payable in cash or by cashier's
check, or as are otherwise required pursuant to the terms of the Trust(s).
Thereafter, all such payments required to be paid hereunder shall be made
out of the Trust(s); provided, however, that the Corporation shall retain
liability for and pay the Executive any amounts or provide for such other
benefits due the Executive under this Agreement for which there are
insufficient funds in the Trust(s), for which no funding of the Trust(s) is
required or in the event that the Trustee fails to make such payment to the
Executive within the time frames set forth in this Agreement. Prior to the
Change of Control, and to the extent necessary because of a change in the
Trustee, after the Change of Control, the Corporation shall provide the
Executive with the name and address of the Trustee.
(ii) For purposes of this Agreement, the term "the
Corporation and/or the Trustee" shall mean the Trustee to the extent the
Corporation has put funds in the Trust(s) and the Corporation to the extent
the Corporation has not funded or fully funded the Trust(s); provided,
however, that in accordance with Subsection (i) above, the Corporation
shall retain liability for and pay the Executive any amounts or provide for
such other benefits due the Executive under this Agreement for which the
Trustee fails to make adequate payment to the Executive within the time
frames set forth in this Agreement.
5. Obligations of the Executive.
(a) Covenant of Confidentiality. All documents,
records, techniques, business secrets and other information of the
Corporation, its subsidiaries and affiliates, which have or will come into
the Executive's possession from time to time during the Executive's
affiliation with the Corporation and/or any of its subsidiaries or
affiliates and which the Corporation treats
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as confidential and proprietary to the Corporation and/or any of its
subsidiaries or affiliates shall be deemed as such by the Executive and, shall
be the sole and exclusive property of the Corporation, its subsidiaries and
affiliates. The Executive agrees that the Executive will keep confidential and
not divulge to any other party any of the Corporation's or its subsidiaries' or
affiliates' confidential information and business secrets, including, but not
limited to, such matters as costs, profits, markets, sales, products, product
lines, key personnel, pricing policies, operational methods, customers,
customer requirements, suppliers, plans for future developments, and other
business affairs and methods and other information not readily available to the
public. Additionally, the Executive agrees that upon his termination of
employment, the Executive shall promptly return to the Corporation any and all
confidential and proprietary information of the Corporation and/or its
subsidiaries or affiliates that is in his possession.
(b) If, within the three (3) year period commencing on a
Change of Control of the Corporation, (i) the Corporation or its subsidiaries
or affiliates shall terminate the Executive's employment for any reason other
than for Death, Disability or Cause, or (ii) the Executive shall terminate his
employment with the Corporation or its subsidiaries or affiliates for Good
Reason, and the Executive shall elect to receive severance pay and benefits in
accordance with Section 4, the Executive shall be subject to the following
additional provisions:
(I) Covenant Against Competition. During the
Severance Period or the one (1) year period following the
Executive's Date of Termination,whichever is shorter, the
Executive shall not, without the prior written consent of the
Corporation's Chief Executive Officer, directly or indirectly
engage or become a partner, director, officer, principal,
employee, consultant, investor, creditor or stockholder in any
business, proprietorship, association, firm or corporation not
owned or controlled by the Corporation or its subsidiaries or
affiliates which is engaged or proposes to engage or hereafter
engages in a business competitive directly with the business
conducted by the Corporation or any of its subsidiaries or
affiliates immediately prior to the Change of Control in any
geographic area where such business of the Corporation or its
subsidiaries or affiliates is conducted; provided, however, that
the Executive is not prohibited from owning one percent (1%) or
less of the outstanding capital stock of any corporation whose
stock is listed on a national securities exchange.
During the Severance Period or the one (1) year period following
the Executive's Date of Termination, whichever is shorter, the
Executive shall not, either on the Executive's own account or for
any person, firm or company, solicit, interfere with or induce, or
attempt to induce, any employee of the Corporation or any of its
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subsidiaries or affiliates to leave his employment or to
breach his employment agreement, if any.
(II) Release. Upon the Executive's
termination of employment, the Executive and the
Corporation shall execute a release agreement in the form
attached as Exhibit A; provided, however, that the only
condition to the Executive's receipt of any payments or
benefits pursuant to this Agreement shall be his tender of
such release, executed by him, to the Corporation, and the
Executive's obligations and limitations under such release
as executed by him shall be conditioned upon the execution
of such release by the Corporation and delivery to the
Executive within thirty (30) days of the Executive's
tender thereof to the Corporation. In addition, to the
extent applicable, upon the Executive's termination of
employment, the Executive shall execute a resignation
letter in the form attached as Exhibit B.
(c) Specific Remedy. The Executive acknowledges and
agrees that if the Executive commits a material breach of the Covenant of
Confidentiality (Subsection (a) above) or the Covenant Against Competition
(clause (I) of Subsection (b) above), the Corporation shall have the right
to have the covenant specifically enforced by any court having appropriate
jurisdiction on the grounds that any such breach will cause irreparable
injury to the Corporation, and that money damages will not provide an
adequate remedy to the Corporation. The Executive further acknowledges and
agrees that the Covenant of Confidentiality and, if applicable, the
Covenant Against Competition contained in this Agreement are fair, do not
unreasonably restrict the Executive's future employment and business
opportunities, and are commensurate with the compensation arrangements set
out in this Agreement. In addition, once the Executive makes an election
to receive severance pay and benefits pursuant to Section 4 and is subject
to Subsection (b) above, the Executive shall have no right to return any
amounts or benefits that are already paid or to refuse to accept any
amounts or benefits that are payable in the future in lieu of his specific
performance of his obligations under Subsection (b) above.
6. Non-exclusivity of Rights. Nothing in this Agreement
shall prevent or limit the Executive's continuing or future participation
in any benefit, bonus, incentive or other plans, programs, policies or
practices provided by the Corporation or any of its subsidiaries or
affiliates and for which the Executive may qualify, nor shall anything
herein limit or otherwise affect such rights as the Executive may have
under such plans, programs, policies or practices or under any stock option
or other agreements with the Corporation or any of its subsidiaries or
affiliates, specifically including but not limited to the Ryder System,
Inc. 1980 Stock Incentive Plan, the deferred compensation agreements, the
Corporation's and/or its subsidiaries' or affiliates' retirement, 401(k)
and profit sharing plans, the Ryder System, Inc. Benefit Restoration Plan
supplemental disability and retiree life insurance. In the event there are
any amounts which represent vested benefits or which the Executive is
otherwise entitled to receive under these or any other plans, programs,
policies or practices, including any plan, program, policy or practice
adopted after the execution of this Agreement, of the Corporation or any of
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its subsidiaries or affiliates at or subsequent to the Executive's Date of
Termination, the Corporation shall pay or cause the relevant plan, program,
policy or practice to pay such amounts, to the extent not already paid, in
accordance with the provisions of such plan, program, policy or practice. The
phrase "Termination Date" as used in the Ryder System, Inc. 1980 Stock
Incentive Plan shall mean the end of the Severance Period with respect to
Non-Qualified Stock Options granted to the Executive, if any, pursuant to such
plan, and the Executive's Date of Termination with respect to Incentive Stock
Options and Restricted Stock Rights granted to the Executive, if any,
thereunder. The last day of the Severance Period will be considered to be the
Executive's termination date for purposes of the Executive's deferred
compensation agreement(s), if any.
7. Full Settlement. Except as specifically provided otherwise in
this Agreement, the Corporation's obligation to make the payments provided for
in this Agreement and otherwise to perform its obligations hereunder shall not
be affected by any circumstances, including, without limitation, any setoff,
counterclaim, recoupment, defense or other right which the Corporation may have
against the Executive or others. The Executive shall not be obligated to seek
other employment by way of mitigation of the amounts payable to the Executive
under any of the provisions of this Agreement nor, except as specifically
provided otherwise in this Agreement, shall the amount of any payment provided
for under this Agreement be reduced by any compensation or benefits earned by
the Executive as the result of employment by another employer after the Date of
Termination, or otherwise. The Corporation agrees to pay all legal fees and
expenses which the Executive may reasonably incur as a result of any contest
(regardless of the outcome thereof) by the Corporation or others of the
validity or enforceability of, or liability under any provision of this
Agreement or any guarantee of performance thereof, in each case plus interest,
compounded daily, on the total unpaid amount determined to be payable under
this Agreement, such interest to be calculated on the basis of the greater of
(a) two percent (2%) over the base or prime commercial lending rate announced
by the First National Bank of Boston in effect from time to time during the
period of such nonpayment or (b) eighteen percent (18%), but in no event
greater than the highest interest rate permitted by law for such payments.
8. Successors. (a) This Agreement is personal to the Executive and
the Executive does not have the right to assign this Agreement or any interest
herein.
(b) This Agreement shall inure to the benefit of and be
binding upon the Corporation and its successors. The Corporation shall require
any successor to all or substantially all of the business and/or assets of the
Corporation, whether directly or indirectly, by purchase, merger,
consolidation, acquisition of stock, or otherwise, expressly to assume and
agree to perform this Agreement in the same manner and to the same extent as
the Corporation would be required to perform if no such succession had taken
place, by a written agreement in form and substance reasonably satisfactory to
the Executive, delivered to the Executive within five (5) business days after
such succession. As used in this Agreement, "Corporation" shall mean the
Corporation as hereinbefore defined and any successor to its business and/or
assets as aforesaid which assumes and agrees to perform this Agreement by
operation of law, or otherwise.
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9. Miscellaneous. (a) The parties agree to submit to the
non-exclusive jurisdiction of the courts in the state of Florida. The
captions of this Agreement are not part of the provisions hereof and shall
have no force or effect. This Agreement may not be amended or modified
otherwise than by a written agreement executed by the parties hereto or
their respective successors and legal representatives.
(b) All notices and other communications hereunder
shall be in writing and shall be given by hand delivery to the other party
and/or the Trustee, as applicable, by overnight express mail or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
If to the Executive: at the Executive's last address
appearing in the payroll/personnel records of the Corporation;
If to the Corporation:
Ryder System, Inc.
3600 N.W. 82nd Avenue
Miami, Florida 33166
Attention: General Counsel
If to the Trustee: at the address provided pursuant to
Section 4(c);
or to such other address as either party or the Trustee shall have
furnished to the other in writing in accordance herewith. Notice and
communications shall be effective when actually received by the addressee.
(c) The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement. The Executive's failure to
insist upon strict compliance with any provision hereof shall not be deemed
to be a waiver of such provision or any other provision thereof.
(d) The Executive understands and acknowledges that
the payment and benefits provided to the Executive pursuant to this
Agreement may be unsecured obligations of the Corporation. The Executive
further understands and acknowledges that the payments and benefits under
this Agreement, including but not limited to the cash payments, the car,
the outplacement, and the split-dollar life insurance, may be compensation
and as such may be included in either the Executive's W-2 earnings
statements or 1099 statements. The Corporation may withhold from any
amounts payable under this Agreement such federal, state or local taxes as
shall be required to be withheld pursuant to any applicable law or
regulation, as well as any other deductions consented to in writing by the
Executive.
(e) This Agreement, including its attached Exhibits,
contains the entire understanding of the Corporation and the Executive with
respect to the subject matter hereof. No agreements or representations,
oral or written, express or implied, with respect to the subject matter
hereof have been made by either party which are not set forth expressly in
this Agreement and its attached Exhibits.
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(f) The employment of the Executive by the Corporation or its
subsidiaries or affiliates may be terminated by either the Executive or the
Corporation or its subsidiaries or affiliates at any time and for any reason.
Nothing contained in this Agreement shall affect such rights to terminate;
provided, however, that nothing in this Section 9(f) shall prevent the terms
and provisions of this Agreement from being enforced in the event of a
termination described in Section 4(a).
(g) Whenever used in this Agreement, the masculine gender
shall include the feminine or neuter wherever necessary or appropriate and vice
versa and the singular shall include the plural and vice versa.
(h) This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
IN WITNESS WHEREOF, the Executive has hereunto set his hand and the
Corporation has caused these presents to be executed in its name on its behalf,
and its corporate seal to be hereunto affixed and attested by its assistant
secretary, all as of the day and year first above written.
- ---------------------------- ------------------------------
Witness Executive
- ---------------------------- ------------------------------
Witness Social Security Number
ATTEST: RYDER SYSTEM, INC.
(the "Corporation")
By:
- ---------------------------- ---------------------------
Assistant Secretary Executive Vice President
(Seal)
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Change of Control
Severance Agreement
EXHIBIT A
MUTUAL RELEASE AGREEMENT
FOR AND IN CONSIDERATION OF (A) THE PAYMENT TO (Executive's Name)
OF THE SEVERANCE BENEFITS PURSUANT TO THE CHANGE OF CONTROL SEVERANCE
AGREEMENT BETWEEN RYDER SYSTEM, INC. ("RSI") AND (Executive's Name) DATED
____________________, 19__ (THE "CHANGE OF CONTROL SEVERANCE AGREEMENT")
AND (B) THE EXECUTION OF THIS MUTUAL RELEASE AGREEMENT BY BOTH RSI AND
(Executive's Name), WITH THE EXECUTION OF THIS AGREEMENT BY RSI AND THE
DELIVERY THEREOF TO (Executive's Name) OCCURRING WITHIN THIRTY (30) DAYS OF
(Executive's Name)'S TENDER OF THIS AGREEMENT TO RSI, (Executive's Name),
ON BEHALF OF HIMSELF/HERSELF, HIS/HER HEIRS, SUCCESSORS AND ASSIGNS
(COLLECTIVELY THE "EXECUTIVE"), AND RSI, ON BEHALF OF ITSELF, AND AS AGENT
FOR ALL OF ITS SUBSIDIARIES AND AFFILIATES, THEIR AGENTS, EMPLOYEES,
OFFICERS, DIRECTORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY THE
"CORPORATION"), HEREBY RELEASE AND FOREVER DISCHARGE EACH OTHER FROM ANY
AND ALL CLAIMS, DEMANDS, ACTIONS, AND CAUSES OF ACTION, AND ALL LIABILITY
WHATSOEVER, WHETHER KNOWN OR UNKNOWN, FIXED OR CONTINGENT, WHICH THEY HAVE
OR MAY HAVE AGAINST EACH OTHER AS A RESULT OF THE EXECUTIVE'S EMPLOYMENT BY
AND SUBSEQUENT TERMINATION AS AN EMPLOYEE OF THE CORPORATION, UP TO THE
DATE OF THIS AGREEMENT. THIS INCLUDES BUT IS NOT LIMITED TO CLAIMS AT LAW
OR EQUITY OR SOUNDING IN CONTRACT (EXPRESS OR IMPLIED) OR TORT ARISING
UNDER FEDERAL, STATE, OR LOCAL LAWS PROHIBITING AGE, SEX, RACE, DISABILITY,
VETERAN OR ANY OTHER FORMS OF DISCRIMINATION (INCLUDING THE AGE
DISCRIMINATION IN EMPLOYMENT ACT, THE AMERICANS WITH DISABILITIES ACT OF
1990 AND TITLE VII OF THE CIVIL RIGHTS ACT OF 1964) OR CLAIMS GROWING OUT
OF ANY LEGAL RESTRICTIONS ON THE CORPORATION'S RIGHT TO TERMINATE ITS
EMPLOYEES.
This Agreement does not release the Corporation or the Executive
from any of their current, future or ongoing obligations under the Change
of Control Severance Agreement, specifically including but not limited to
cash payments and benefits due the Executive in the case of the
Corporation, and the Covenant of Confidentiality and, to the extent
applicable, the Covenant Against Competition in the case of the Executive.
The Executive and the Corporation understand and agree that this
Agreement and the Change of Control Severance Agreement shall not in any
way be construed as an admission by the Corporation or the Executive of any
unlawful or wrongful acts whatsoever against each other or any other
person, and both the Corporation and the Executive specifically disclaim
any liability to or wrongful acts against each other or any other person.
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The Corporation and the Executive agree that the terms and provisions of
this Agreement and the Change of Control Severance Agreement, as well as any
and all incidents leading to or resulting from this Agreement and the Change of
Control Severance Agreement, are confidential and may not be discussed with
anyone without the prior written consent of the other party, except as required
by law; provided, however, that the Executive and RSI or its successor agree to
immediately give the other party notice of any request to discuss this
Agreement or the Change of Control Severance Agreement and to provide the other
party with the opportunity to contest such request prior to their response.
This Agreement shall be governed by and construed in accordance with the
laws of the state of Florida, without reference to principles of conflict of
laws. This Agreement may not be amended or modified otherwise than by a
written agreement executed by the parties hereto or their respective successors
and legal representatives.
The invalidity or unenforceability of any provision of this Agreement shall
not affect the validity or enforceability of any other provision of this
Agreement.
The Executive understands and acknowledges that the Executive has seven (7)
calendar days following the Executive's execution of this Agreement to revoke
the Executive's acceptance of this Agreement and that this Agreement shall not
become effective or enforceable until the revocation period has expired.
WE CERTIFY THAT WE HAVE FULLY READ, HAVE RECEIVED AN EXPLANATION OF, HAVE
NEGOTIATED AND COMPLETELY UNDERSTAND THE PROVISIONS OF THIS AGREEMENT, THAT WE
HAVE HAD SUFFICIENT TIME AND THE OPPORTUNITY TO SEEK LEGAL ADVICE FROM AN
ATTORNEY BEFORE ENTERING INTO THIS AGREEMENT, AND THAT WE ARE SIGNING THIS
AGREEMENT FREELY AND VOLUNTARILY, WITHOUT DURESS, COERCION OR UNDUE INFLUENCE.
Dated this _____ day of _________________, 19__.
- ---------------------------- ----------------------------
Witness Executive
- ---------------------------- ----------------------------
Witness Social Security Number
ATTEST: RYDER SYSTEM, INC., on behalf of
itself and as agent for the Corporation
By:
- ---------------------------- -------------------------
Secretary
(Seal) Its:
------------------------
Executive's Date of Termination: _______________________________
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STATE OF __________ )
) ss:
COUNTY OF __________ )
Before me personally appeared __________________, to me well known and
known to me to be the person described in and who executed the foregoing
instrument, and acknowledged to and before me that he/she executed said
instrument for the purposes therein expressed.
WITNESS my hand and official seal this _____ day of ______________, 19__.
---------------------------
Notary Public
My Commission Expires:
------------------------- (Seal)
STATE OF __________ )
) ss:
COUNTY OF __________ )
Before me personally appeared ________________________ and
________________________, to me well known and known to me to be the
____________________ and _______________________ of Ryder System, Inc. who
executed the foregoing instrument, and acknowledged to and before me that
they executed said instrument for the purposes therein expressed.
WITNESS my hand and official seal this _____ day of ______________, 19__.
----------------------------
Notary Public
My Commission Expires:
--------------------------- (Seal)
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Change of Control
Severance Agreement
EXHIBIT B
Resignation Letter
TO THE BOARD OF DIRECTORS
OF RYDER SYSTEM, INC.
Gentlemen:
Effective immediately, I hereby resign as an officer and/or director of Ryder
System, Inc. and/or its subsidiaries and affiliates and, to the extent
applicable, from all committees of which I am a member.
Sincerely,
----------------------------
Executive's Name
----------------------------
Date
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