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EXHIBIT 10.6(b) The form of Ryder System, Inc. incentive compensation
deferral agreement dated as of November 30, 1993.
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INCENTIVE COMPENSATION DEFERRAL AGREEMENT
THIS AGREEMENT, dated as of November 30, 1993, between Ryder
System, Inc. (the "Company") and ____________________________ (the
"Executive").
WITNESSETH:
WHEREAS, the Company has established an incentive compensation
plan, with respect to the performance of the Executive and the Company
during 1993, in which the Executive is eligible to participate; and
WHEREAS, the Executive and the Company desire to enter into an
arrangement with respect to the deferred payment of a portion of such
incentive compensation 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 Executive hereby agree as
follows:
1. $ _______________ or _______________%, whichever is less, of the
Executive's 1993 incentive compensation award to be made in 1994,
less any deductions consented to in writing by the Executive,
shall be deferred by the Company.
2. The deferred incentive compensation is subject to FICA tax at the
time the incentive compensation award is made. Therefore, the
Executive and the Company agree that the FICA tax will be paid in
the manner determined by the Company. Interest will be computed
as set forth in Article 3 hereof on the amount of the incentive
compensation award deferred pursuant to Article 1 hereof.
The deferred incentive compensation plus interest computed as set
forth in Article 3 hereof (the "Deferred Compensation") shall be
payable to the Executive, the Executive's designated beneficiary,
or the Executive's estate as set forth in this Agreement.
3. Interest will be credited to the Executive'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 Executive's
account beginning with the date on which the deferred compensation
or accrued interest is credited to the Executive's account and
ending with the date on which the deferred compensation or accrued
interest is actually paid.
Executive Initials ____________________
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The Executive 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 Executive's account as of the prior year end and all
interest accrued subsequently in the year of payment.
4. Deferred Compensation shall be paid to the Executive after the first to
occur of the listed events and in accordance with the method of payment and
commencement date selected by the Executive 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 Executive.
The Executive should notify the Director of Corporate Accounting
immediately upon the occurrence of the triggering event to ensure timely
payment. For purposes of Exhibit A, the term "effective date" means the
Executive's last day of employment or the last day of the Executive's
severance period, if applicable, whichever occurs later.
For purposes of this Article 4, the Executive shall be deemed to be
continuously employed by the Company or any affiliate of the Company if the
Executive is re-employed by the Company or an affiliate of the Company
within four weeks of the date the Executive's employment first ceased.
5. The Executive shall have the right to designate a beneficiary who, in the
event of the Executive's death prior to the payment of any or all of the
Deferred Compensation pursuant to this Agreement, shall receive the unpaid
Deferred Compensation. Such designation shall be made by the Executive on
the form attached hereto. The Executive may, at any time, change or revoke
such designation by written notice to the Director of Compensation.
6. (a) If the Executive 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 Executive's death.
(b) If the Executive has designated a beneficiary pursuant to Article
5 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 Executive'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 Executive does not designate a beneficiary or the
designated beneficiary predeceases the Executive or elects not to
receive the unpaid Deferred
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Compensation, the unpaid Deferred Compensation plus
accrued interest shall be paid to the Executive's estate
in a lump sum on the first day of the month following the
thirty day period.
(d) If the designated beneficiary dies after the Executive 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.
7. The Company shall pay to the Executive during the term of the
Executive's employment that portion of the Deferred Compensation
which shall be necessary in the case of an unforeseeable
emergency. For purposes of this Article 7 an unforeseeable
emergency shall mean an unanticipated emergency that is caused by
an event beyond the control of the Executive and that would result
in severe financial hardship to the Executive 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 Executive shall apply to the Compensation
Committee for any emergency payment under this Article 7 and shall
furnish to the Compensation Committee such information as the
Executive 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 7, and the amount of such
payment, shall be conclusive and binding on the Executive and the
Company.
8. The Deferred Compensation shall be paid out of the general funds
of the Company and no funds shall be set aside therefor. The
Executive 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").
9. 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 Executive or the
Executive'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.
10. For purposes of determining deferrals or entitlements under
certain other benefit programs maintained by the Company in which
the Executive participates including, but not limited to, the
Company's Retirement Plan and the Company's Employee Savings Plan,
any amount of incentive compensation deferred pursuant to this
Agreement will not be
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included in the Executive's compensation base unless and until such
deferred amount is paid to the Executive while the Executive is employed by
the Company or any affiliate of the Company.
11. The Executive and the Company acknowledge that this Agreement is not an
employment agreement between the Executive and the Company, and that the
Company and the Executive each has the right to terminate the Executive's
employment at any time for any reason unless there is a written employment
contract to the contrary.
12. This Agreement shall be binding upon any successor to the Company by
merger, consolidation, purchase or otherwise.
13. This Agreement, together with the Executive's beneficiary designation,
constitutes the entire agreement between the Company and the Executive
regarding the Deferred Compensation and shall not be modified except upon
the written agreement of the Company and the Executive.
14. 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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(Executive)
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Social Security Number
RYDER SYSTEM, INC.
By:
-------------------------------------
James M. Herron
Senior Executive
Vice President and
General Counsel
In accordance with Article 5 of the Incentive Compensation Deferral
Agreement set forth above, I hereby designate _________________________________
my beneficiary.
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(Executive)
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included in the Executive's compensation base unless and until such
deferred amount is paid to the Executive while the Executive is employed by
the Company or any affiliate of the Company.
11. The Executive and the Company acknowledge that this Agreement is not an
employment agreement between the Executive and the Company, and that the
Company and the Executive each has the right to terminate the Executive's
employment at any time for any reason unless there is a written employment
contract to the contrary.
12. This Agreement shall be binding upon any successor to the Company by
merger, consolidation, purchase or otherwise.
13. This Agreement, together with the Executive's beneficiary designation,
constitutes the entire agreement between the Company and the Executive
regarding the Deferred Compensation and shall not be modified except upon
the written agreement of the Company and the Executive.
14. 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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(Executive)
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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 5 of the Incentive Compensation Deferral
Agreement set forth above, I hereby designate _______________________________
my beneficiary.
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(Executive)
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included in the Executive's compensation base unless and until such
deferred amount is paid to the Executive while the Executive is employed by
the Company or any affiliate of the Company.
11. The Executive and the Company acknowledge that this Agreement is not an
employment agreement between the Executive and the Company, and that the
Company and the Executive each has the right to terminate the Executive's
employment at any time for any reason unless there is a written employment
contract to the contrary.
12. This Agreement shall be binding upon any successor to the Company by
merger, consolidation, purchase or otherwise.
13. This Agreement, together with the Executive's beneficiary designation,
constitutes the entire agreement between the Company and the Executive
regarding the Deferred Compensation and shall not be modified except upon
the written agreement of the Company and the Executive.
14. 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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(Executive)
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Social Security Number
RYDER SYSTEM, INC.
By:
-------------------------------------
C. Robert Campbell
Executive Vice President -
Human Resources and
Administration
In accordance with Article 5 of the Incentive Compensation Deferral
Agreement set forth above, I hereby designate _________________________________
my beneficiary.
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(Executive)
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EXHIBIT A
TO INCENTIVE COMPENSATION DEFERRAL AGREEMENT
DATED AS OF NOVEMBER 30, 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" event is optional and
should not be completed unless some form of distribution is desired prior
to retirement or termination.
Event Triggering Payment
I. Early Retirement
METHOD OF PAYMENT COMMENCEMENT DATE
------------------------------- ------------------------------------
- Lump Sum = deferred - January 1st following effective
amount plus accrued interest. date of early retirement.
- Annual Installments - First day of month following
Select 2-10: = effective date of early retirement.
--------------
account balance plus interest
credited thereto divided by - First day of month that you elect
number of installments following effective date of early
outstanding. retirement. Specify month:
.
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II. Normal Retirement
METHOD OF PAYMENT COMMENCEMENT DATE
------------------------------- ------------------------------------
- Lump Sum = deferred - January 1st following effective
amount plus accrued interest. date of normal retirement.
- Annual Installments - First day of month following
Select 2-10: = effective date of normal retirement.
----------------
account balance plus interest
credited thereto divided by - First day of month that you elect
number of installments following effective date of normal
outstanding. retirement. Specify month:
.
-----------------------------------
Executive Initials __________________________
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Exhibit A (continued)
Event Triggering Payment
III. Voluntary or Involuntary Termination
METHOD OF PAYMENT COMMENCEMENT DATE
- ------------------------------- ------------------------------------
- Lump Sum = deferred - January 1st following effective
amount plus accrued interest. date of voluntary or involuntary
termination.
- Annual Installments - First day of month following
Select 2-10: = effective date of voluntary or
------------ involuntary termination.
account balance plus interest
credited thereto divided by
number of installments
outstanding.
IV. Disability Termination
(prior to eligibility for retirement)
METHOD OF PAYMENT COMMENCEMENT DATE
- ------------------------------- ------------------------------------
- Lump Sum = deferred - January 1st following effective
plus accrued interest. date of disability termination.
- Annual Installments - First day of month following
Select 2-10: = effective date of disability
------------ termination.
account balance plus interest
credited thereto divided by
number of installments
outstanding.
Executive Initials __________
THE TERM "EFFECTIVE DATE" MEANS THE EXECUTIVE'S LAST DAY OF EMPLOYMENT OR THE
LAST DAY OF THE EXECUTIVE'S SEVERANCE PERIOD, IF APPLICABLE, WHICHEVER OCCURS
LATER.
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Exhibit A (continued)
Event Triggering Payment
V. Fixed Date
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:
.
-------------------------------
- Annual Installments
Select 2-10: =
------------
account balance plus interest
credited thereto divided by
number of installments outstanding.
VI. Fixed Date
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 by the first -------------------------------
appropriate event triggering
payment.
- Annual Installments Amount $ or %
Select 2-10: = ---------- ----------
-------------
partial payment amount divided
by number of installments
outstanding with the remainder
to be paid as indicated by the
first appropriate event
triggering payment.
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(Executive)
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