EXHIBIT 10.9(b)
RYDER SYSTEM, INC
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT, made as of this 21st day of February, 1997, between Ryder
System, Inc., a Florida corporation ("RSI"), and [Name] (the "Grantee");
WITNESSETH:
WHEREAS, the Board of Directors of RSI has adopted and the shareholders of RSI
have approved the Ryder System, Inc. Stock for Merit Increase Replacement Plan,
as amended (the "Plan"), which provides for the grant of non-qualified stock
options ("Non-qualified Stock Options") in lieu of merit salary increases to key
executive employees of the Company; and
WHEREAS, the Grantee is a key executive employee and has been selected by the
Compensation Committee of the Board of Directors of RSI (the "Committee") to
receive Non-qualified Stock Options under the Plan;
NOW, THEREFORE, in consideration of the premises, RSI and the Grantee agree as
follows:
I. NON-QUALIFIED STOCK OPTION
GRANT OF OPTION Subject to the limitations and other terms and conditions set
forth in this Agreement and the Plan, the Committee grants to the Grantee as of
February 21, 1997, a Non-qualified Stock Option to purchase an aggregate of
[NUMBER] shares of RSI's common stock, par value $.50 per share (the "Common
Stock"), at a price of $31.50 per share of Common Stock, the Fair Market Value
on the date of grant.
LIMITATIONS ON EXERCISE OF OPTION Subject to the limitations and other terms and
conditions set forth in this Agreement and the Plan, the Non-qualified Stock
Option shall be exercisable in installments on or before FEBRUARY 20, 2007, the
expiration of the term of the Non-Qualified Stock Option, as follows:
(i) 20% of the shares of Common Stock subject to the Non-qualified Stock
Option effective immediately;
(ii) 20% of the shares of Common Stock subject to the Non-qualified Stock
Option on or after FEBRUARY 21, 1998;
(iii) 20% of the shares of Common Stock subject to the Non-qualified Stock
Option on or after FEBRUARY 21, 1999;
(iv) 20% of the shares of Common Stock subject to the Non-qualified Stock
Option on or after FEBRUARY 21, 2000;
(v) and the final 20% of the shares of Common Stock subject to the
Non-qualified Stock Option on or after FEBRUARY 21, 2001.
EXERCISE AND PAYMENT OF OPTION Subject to the limitations and other terms and
conditions set forth in this Agreement and the Plan, the Non-qualified Stock
Option may be exercised in whole or, from time-to-time, in part with respect to
the number of then exercisable shares by delivering written notice to RSI
addressed to the Controller of RSI specifying the number of shares of Common
Stock the Grantee then elects to purchase under the Non-qualified Stock Option,
together with the full purchase price of the shares being purchased in cash or a
certified or bank cashier's check payable to the order of RSI, or in shares of
Common Stock having a Fair Market Value on the date of exercise equal to the
purchase price, or a combination of the foregoing having an aggregate Fair
Market Value equal to the purchase price. As promptly as practicable after any
such exercise, RSI will deliver to the Grantee certificates for the number of
shares of Common Stock with respect to which the Non-qualified Stock Option has
been exercised, issued in the name of the Grantee.
EXERCISE AND PAYMENT UPON A CHANGE OF CONTROL Subject to the limitations and
other terms and conditions set forth in this Agreement and the Plan:
(i) Notwithstanding any other provision of this Agreement, pursuant to
Section 12 of the Plan, in the event of a Change of Control, the Non-qualified
Stock Option granted under Section I of this Agreement, to the extent not
previously exercised or expired under the terms of this Agreement and the Plan,
shall become immediately exercisable in full and shall remain exercisable to the
full extent of the shares of Common Stock available thereunder, regardless of
any installment provisions applicable thereto, for the remainder of its term,
unless the Grantee has been terminated for Cause, in which case the
Non-qualified Stock Option shall automatically terminate.
(ii) The Grantee may, in lieu of exercising, require RSI to purchase for
cash all or any portion of the Non-qualified Stock Option granted under Section
I of this Agreement, which is not otherwise exercised or expired under the terms
of this Agreement and the Plan, for a period of sixty days following the
occurrence of a Change of Control at the Price upon a Change of Control
specified below.
PRICE UPON A CHANGE OF CONTROL Subject to the limitations and other terms and
conditions set forth in this Agreement and the Plan, upon the occurrence of a
Change of Control, the Price of the Non-qualified Stock Option or portions
thereof shall be the excess of the highest of:
(i) the highest closing price of the Common Stock reported by the
composite transaction reporting system for securities listed on the New York
Stock Exchange within the sixty days preceding the date of exercise;
(ii) the highest price per share of Common Stock included in a filing
made by any Person, but excluding any employee benefit plan or plans (or related
trust) of RSI and its subsidiaries and affiliates, who becomes the beneficial
owner, directly or indirectly, of twenty percent or more of the combined voting
power of RSI's outstanding voting securities ordinarily
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having the right to vote for the election of directors of RSI, on any Schedule
13D pursuant to Section 13(d) of the 1934 Act as paid within the sixty days
prior to the date of such report; and
(iii) the value of the consideration to be received by the holders of
Common Stock, expressed on a per share basis, in any Business Combination
affecting RSI, any liquidation or dissolution of RSI approved by the
shareholders or any sale of all or substantially all of the assets of RSI, with
all noncash consideration being valued in good faith by the Incumbent Board;
over the purchase price per share of Common Stock at which the related
Non-qualified Stock Option is exercisable, as applicable.
II. GENERAL
TRANSFERABILITY OF OPTIONS No Options shall be assignable or transferable by the
Grantee except by will or the laws of descent and distribution. During the
lifetime of the Grantee, an Option shall be exercisable only by the Grantee or
the Grantee's guardian or legal representative.
NOTICES All notices provided for in this Agreement or the Plan shall be in
writing and shall be deemed to have been duly given if delivered in person or
mailed by registered mail, return receipt requested:
(a) If to RSI, at Ryder System, Inc., P. O. Box 020816, Miami,
Florida 33102-0816, Attention: Controller; and
(b) If to the Grantee, at the Grantee's business address or address
appearing in the payroll records of RSI; or
(c) At such other addresses as may be furnished to RSI or the Grantee
in accordance with this paragraph.
DEFINITIONS AND INTERPRETATION Capitalized terms not otherwise defined in this
Agreement are defined as in the Plan. This Agreement and the grant, exercise,
adjustment, modification, cancellation and termination of the Non-qualified
Stock Option and the issuance of shares of Common Stock subject thereto are
subject in all respects to the terms of the Plan and in the event that any
provision of this Agreement shall be inconsistent with the terms of the Plan,
then the terms of the Plan shall govern. The Committee shall have plenary
authority, subject to the express provisions of the Plan, to interpret this
Agreement and the Plan and to make all determinations deemed necessary or
advisable for the administration of the Plan. The Committee's interpretations
and determinations shall be conclusive.
ACKNOWLEDGEMENT The Grantee acknowledges that he/she has read the entire Plan
including the provisions thereof relating to termination of employment and
Change of Control. Additionally, Grantee acknowledges that this Agreement is not
an employment agreement between the Grantee and RSI, and RSI and the Grantee
each has the right to terminate the
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Grantee's employment at any time for any reason whatsoever, unless there is a
written employment agreement to the contrary.
GOVERNING LAW This Agreement shall be construed and enforced in accordance with,
and governed by, the laws of the State of Florida.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
Attest: Ryder System, Inc. ("RSI")
By:____________________________________ By:________________________________
Yasmine B. Zyne Stephen N. Karp
Assistant Secretary Vice President
___________________________________
GRANTEE
___________________________________
Social Security Number
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