EXHIBIT 10.10
RYDER SYSTEM, INC.
DEFERRED COMPENSATION PLAN
This Ryder System, Inc. Deferred Compensation Plan (the "Plan") is amended
and restated as of November 3, 1997. The Plan is established and maintained by
Ryder System, Inc. ("RSI") solely for the purpose of providing specified
benefits to the members of the Board of Directors of RSI and a select group of
management and highly compensated Employees who contribute materially to the
continued growth, development and future business success of RSI, and its
subsidiaries, that elect to sponsor this Plan. This Plan shall be unfunded for
tax purposes and for purposes of Title I of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA").
ARTICLE I
DEFINITIONS
Wherever used herein the following terms shall have the meanings hereinafter set
forth:
1.1. "ACCOUNTING DATE" means the last day of each calendar month and such
other date or dates as the Committee may designate from time to time as an
Accounting Date.
1.2. "ACCOUNTING PERIOD" means each period beginning on the day following
an Accounting Date and ending on the following Accounting Date.
1.3. "AFFILIATE" means any Employer, and any member of a controlled group
of corporations, a group of trades or businesses under common control, an
affiliated service group of which any Employer is a member or any other entity
required to be aggregated with the Employer pursuant to regulations under
Section 414(o) of the Code. For purposes hereof: (i) a "controlled group of
corporations" shall mean a controlled group of corporations as defined in
Section 1563(a) of the Code, determined without regard to Sections 1563(a)(4)
and (e)(3)(c) thereof, (ii) a "group of trades or businesses under common
control" shall mean a group of trades or businesses under common control as
defined in the regulations promulgated under Section 414(c) of the Code; and
(iii) an "affiliated service group" shall mean an affiliated service group as
defined in Section 414(m) of the Code.
1.4. "BENEFICIARY" means the person or persons designated by a
Participant, upon such forms as shall be provided by the Committee, to receive
payments of the vested portion of the Participant's Account after the
Participant's death. If the Participant shall fail to designate a Beneficiary,
or if for any reason such designation shall be ineffective, or if such
Beneficiary shall predecease the Participant or die simultaneously with him,
then the Beneficiary shall be, in the following order of preference:
(i) the Participant's surviving spouse, or
(ii) the Participant's estate.
1.5. "BOARD" means the Board of Directors of the Company.
1.6. "CHANGE OF CONTROL" shall be deemed to have occurred if:
(i) any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"1934 Act")) (a "Person") becomes the beneficial owner, directly or indirectly,
of twenty percent (20%) or more of the combined voting power of RSI's
outstanding voting securities ordinarily having the right to vote for the
election of directors of RSI; provided, however, that for purposes of this
subparagraph (i), the following acquisitions shall not constitute a Change of
Control: (A) any acquisition by any employee benefit plan or plans (or related
trust) of RSI and its subsidiaries and affiliates or (B) any acquisition by any
corporation pursuant to a transaction which complies with clauses (A), (B) and
(C) of subparagraph (iii) of this Section 1.6; or
(ii) the individuals who, as of August 18, 1995, constituted the
Board of Directors of RSI (the "Board" generally and as of August 18, 1995 the
"Incumbent Board") cease for any reason to constitute at least two-thirds (2/3)
of the Board, provided that any person becoming a director subsequent to August
18, 1995 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 1934 Act)
shall be, for purposes of this Plan, considered as though such person were a
member of the Incumbent Board; or
(iii) there is a reorganization, merger or consolidation of RSI (a
"Business Combination"), in each case, unless, following such Business
Combination, (A) all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of RSI's outstanding Company Stock and
outstanding voting securities ordinarily having the right to vote for the
election of directors of RSI immediately prior to such Business Combination
beneficially own, directly or indirectly, more than fifty percent (50%) of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities ordinarily having the
right to vote for the election of directors, as the case may be, of the
corporation resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns RSI or all
or substantially all of RSI's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of RSI's outstanding Company
Stock and outstanding voting securities ordinarily having the right to vote for
the election of directors of RSI, as the case may be, (B) no Person (excluding
any corporation resulting from such Business Combination or any employee
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benefit plan or plans (or related trust) of RSI or such corporation resulting
from such Business Combination and their subsidiaries and affiliates)
beneficially owns, directly or indirectly, 20% or more of the combined voting
power of the then outstanding voting securities of the corporation resulting
from such Business Combination and (C) at least two-thirds (2/3) of the members
of the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing for such
Business Combination; or
(iv) there is a liquidation or dissolution of RSI approved by the
shareholders; or
(v) there is a sale of all or substantially all of the assets of
RSI.
If a Change of Control occurs and if a Participant's employment is terminated
prior to the date on which the Change of Control occurs, and if it is reasonably
demonstrated by the Participant that such termination of employment (A) was at
the request of a third party who has taken steps reasonably calculated to effect
a Change of Control or (B) otherwise arose in connection with or in anticipation
of a Change of Control, a Change of Control shall be deemed to have
retroactively occurred on the date immediately prior to the date of such
termination of employment.
1.7. "CODE" means the Internal Revenue Code of 1986, as amended from time
to time, and any regulations relating thereto.
1.8. "COMMITTEE" means the Committee appointed by the Board to administer
the Savings Plan in accordance with Article X of the Savings Plan or when
applicable, the person to whom the Committee has delegated authority pursuant to
Article X of the Savings Plan for the matter in question.
1.9. "COMPANY" means Ryder System, Inc., a Florida corporation, or any
successor corporation or other entity resulting from a merger or consolidation
into or with the Company or a transfer or sale of substantially all of the
assets of the Company.
1.10. "COMPANY STOCK" means the common stock of the Company, par value
$.50, which is readily traceable on an established securities market.
1.11. "COMPENSATION" means (i) in the case of an Employee, the sum of the
total of all amounts paid to a Participant by an Employer as salary (including
commissions) or bonuses for personal services and any Savings Plan Contributions
or Tax-Deferred Contributions made by the Employer on behalf of a Participant
for the Plan Year and any other amounts earned by the Participant for the Plan
Year but that are deferred under any other plan or arrangement maintained by the
Employer, or (ii) in the case of a Director, the Director's fees including the
Director's annnual cash retainer, committee retainer and per diem meeting fees
earned by the Director.
1.12. "DIRECTOR" means a member of the Board.
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1.13. "DISABILITY" means a Participant's inability to engage in any
substantial gainful activity by reason of any medically determined physical or
mental impairment which can be expected to result in death or which has lasted
or can be expected to last for a continuous period of not less than 12 months,
as determined in a uniform and non-discriminatory manner by the Committee after
requiring any medical examinations by a physician or reviewing any medical
evidence which the Committee considers necessary, and which results in the
Participant's Separation from Employment.
1.14. "ELIGIBLE EMPLOYEE" means any Employee who is (i) employed by the
Employer, (ii) designated by the Committee to be eligible to participate in the
Plan, and (iii) is part of a select group of management or highly compensated
employees within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of
ERISA, and any regulations relating thereto.
1.15. "EMPLOYEE" means any employee of (i) the Company or (ii) any other
entity that is an Employer as defined in the Savings Plan.
1.16. "EMPLOYER" means (i) the Company and (ii) any other entity that is
an Employer as defined in the Savings Plan.
1.17. "INVESTMENT FUNDS" means those investment options that shall from
time to time be made available as investment options under the Plan, as
determined by the Committee.
1.18. "LEAVE OF ABSENCE" means an Employee's leave of absence from active
employment with the Company or an Affiliate because of military service, illness
which does not constitute a Disability, educational pursuits, services as a
juror, or temporarily with a government agency, or any other leave of absence,
if (i) such leave of absence is approved by the Company or an Affiliate that
employs the Employee, and (ii) upon termination of any such leave of absence,
such Employee promptly returns or has returned to the employ of the Company or
an Affiliate, without employment (other than military service) elsewhere in the
meantime except with the consent of the Company or an Affiliate. The Company or
an Affiliate shall determine the first and last days of any Leave of Absence
that it approves.
1.19. "MATCHING CONTRIBUTIONS" means the matching contributions credited
to the Participant's Account in accordance with Section 3.2 of the Plan.
1.20. "MATCHING CONTRIBUTIONS ACCOUNT" means the account maintained by the
Company under the Plan for a Participant that is credited with the Participant's
Matching Contributions, and any gains or losses allocable thereto.
1.21. "PARTICIPANT" means a Director or an Eligible Employee of the
Employer who elects to participate in the Plan.
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1.22. "PARTICIPANT'S ACCOUNT" means the total amount credited to the
account maintained in the Plan in accordance with the provisions of the Plan for
each Participant, which represents his total proportionate interest of all
accounts under the Plan as of any Accounting Date, and which consists of his
Tax-Deferred Contributions Account and his Matching Contributions Account.
1.23. "PLAN" means the Ryder System, Inc. Deferred Compensation Plan.
1.24. "PLAN YEAR" means the calendar year.
1.25. "RETIREMENT" means either (i) in the case of an Employee,
termination of employment from an Employer at or after Retirement Age or (ii) in
the case of a Director, retirement as a member of the Board.
1.26. "RETIREMENT AGE" means the earlier of (i) the date on which a
Participant attains age 65, and (ii) the date on which a Participant has both
(a) attained age 55 and (b) completed at least 10 years of Service. For purposes
of this provision, Service shall mean that period of an Employee's continuous
uninterrupted employment with an Employer and any Affiliate, and with any
predecessor businesses of the Employer or an Affiliate, conducted as
corporations, partnerships, or proprietorships, from the Employee's last date of
hire to the date of termination of his employment for any reason; provided
however, that the employment of an Employee, who immediately before his current
employment was employed by a predecessor or acquired business continuously up to
the date of its merger with or acquisition by the Employer or an Affiliate,
shall include only that part of his employment for said business which has
occurred after the date fixed for this purpose by the Company and provided that
the same date is uniformly fixed for this purpose as to all of the employees of
a given predecessor or acquired business. An Employee may work simultaneously
for more than one Employer and Affiliate, but the total period of his employment
shall not be increased by reason of such simultaneous employment.
1.27. "SAVINGS PLAN" means the Ryder System, Inc. Employee Savings Plan A,
established effective January 1, 1984, and as amended from time to time, and the
Ryder System, Inc. Employee Savings Plan B, established effective January 1,
1993, and as amended from time to time, and each successor or replacement
salaried employees' cash or deferred arrangement.
1.28. "SAVINGS PLAN LIMITATIONS" means those limitations applicable to the
Savings Plan imposed by (i) Section 402(g) of the Code (ii) Section 415 of the
Code, (iii) Section 401(a)(17) of the Code, or (iv) any other limitations
imposed under the Code on contributions under the Savings Plan.
1.29. "SAVINGS PLAN MATCHING CONTRIBUTIONS" means the total of all
Matching Contributions made by the Employer for the benefit of a Participant
under and in accordance with the terms of the Savings Plan.
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1.30. "SAVINGS PLAN TAX-DEFERRED CONTRIBUTIONS" means the Tax Deferred
Contributions made by the Employer for the benefit of a Participant under and in
accordance with the terms of the Savings Plan.
1.31. "SEPARATION FROM EMPLOYMENT" means a discontinuance of the
Participant's employment relationship with the Company and its Affiliates due to
Retirement, Disability, death, or other termination of employment (voluntary or
involuntary). For purposes of this provision, the employment relationship with
the Company and its Affiliates of a Participant entitled to accrued vacation
time and/or severance pay after he ceases to perform services for the Company
and its Affiliates shall be deemed to terminate upon the date his accrued
vacation time, if any, expires, or if the Participant is entitled to severance
pay, then upon the last date on which the Participant is entitled to receive
payment of such severance pay from the Company or any Affiliate. The fact that
an Employee who is a Participant ceases to elect to have any Tax-Deferred
Contributions credited to his Account under the Plan shall not constitute a
Separation from Employment, and a Participant's absence from active employment
due to military service or Leave of Absence shall not constitute a Separation
from Employment.
1.32. "TAX-DEFERRED CONTRIBUTIONS" means the compensation reduction
contributions credited to the Participant's Account under Section 3.1 of the
Plan.
1.33. "TAX-DEFERRED CONTRIBUTIONS ACCOUNT" means the account maintained by
the Company under the Plan for a Participant that is credited with the
Participant's Tax-Deferred Contributions, and any gains or losses allocable
thereto.
ARTICLE II
ELIGIBILITY
2.1. ELIGIBILITY. An Employee that becomes an Eligible Employee as of
January 1, 1997 and all Directors as of January 1, 1997 shall be eligible to
participate in the Plan on January 1, 1997. Any other Employee or Director shall
be eligible to participate on the January 1 coincident with or immediately
following the date as of which he becomes an Eligible Employee or a Director.
ARTICLE III
CONTRIBUTIONS AND VESTING
3.1. TAX-DEFERRED CONTRIBUTIONS. (i) Each Participant who is an Eligible
Employee, so long as he remains a Participant, may elect (on a form furnished by
the Committee and in accordance with Committee rules) to reduce and defer
receipt pursuant to this Plan of his Compensation by an amount equal to the
excess of (i) a minimum of 1% and a maximum of 100% of his Compensation, over
(ii) the amount of his Savings Plan Tax-Deferred Contributions for the Plan Year
after taking into account the Savings Plan Limitations. The amount of deferral
so elected shall be applied against
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and reduce the Participant's (x) salary (including commissions), (y) bonuses, or
(z) salary (including commissions) and bonuses, earned during the Plan Year as
elected by the Participant and as shall be determined by the Committee.
(ii) Each Participant who is a Director, so long as he remains a
Participant, may elect (on a form furnished by the Committee and in accordance
with Committee rules) to reduce and defer receipt pursuant to this Plan of his
Compensation by an amount equal to a minimum of 1% and a maximum of 100% of his
Compensation.
(iii) Participant Election and Enrollment Forms are effective on a
Plan Year basis, and must be filed before the beginning of the Plan Year to
which they relate. Participant Election and Enrollment Forms may not be amended
or revoked after the beginning of the Plan Year. The Employer shall withhold, by
payroll deduction, the Compensation deferred pursuant to this Section 3.1 from
the current compensation payments of a Participant and credit such withheld
amount to a Participant's Tax-Deferred Contributions Account under the Plan.
3.2. MATCHING CONTRIBUTION. For Participant's who are Eligible Employees,
and specifically excluding Participants who are Directors, the Employer shall
credit to the Participant's Matching Contributions Account of each such
Participant who elects to make a Tax-Deferred Contribution for the Plan Year an
amount equal to the excess, if any, of:
(i) the amount of the Savings Plan Matching Contribution that would
have been credited to such Participant's Account under the Savings Plan if the
Tax-Deferred Contribution had been made into the Savings Plan and the Savings
Plan Limitations were not taken into account thereunder, over
(ii) the Savings Plan Matching Contributions actually allocated to
such Participant's Account under the Savings Plan for the Plan Year.
Each Matching Contribution for each Participant shall be credited to the
Participant' s Account as of the end of the Accounting Period for which the
Tax-Deferred Contribution is withheld, or as soon as practicable thereafter.
Participants who are Directors shall not be credited with Matching Contributions
under this Section 3.2.
3.3. VESTING.
(i) A Participant's interest in his Tax-Deferred Contributions
Account shall be 100% nonforfeitable at all times. A Participant's interest in
his Matching Contribution Account shall become non-forfeitable and vest in
accordance with the following schedule, based upon the number of the
Participant's Years of Service as determined under the Savings Plan.
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NUMBER OF YEARS VESTED PERCENTAGE
OF SERVICE OF ACCOUNT
--------------- -----------------
Less than 1 0%
1 to 2 25 %
2 to 3 50 %
3 to 4 75 %
4 or more 100%
Notwithstanding the foregoing, a Participant's vested percentage shall be 100%
(a) if the Participant's employment with the Employer terminates due to
Retirement, or by reason of the Participant's death or Disability, or (b) in the
event that a Change of Control shall occur while the Participant is an Employee
of the Employer or an Affiliate.
(ii) The nonvested portion of a Participant's Account that is
forfeited shall not be allocated to the Participant's Account of any other
Participant.
ARTICLE IV
INVESTMENT OF PARTICIPANT'S ACCOUNTS
4.1. INVESTMENT. Amounts credited to a Participant's Account shall be
treated as if they were actually invested in the Investment Funds selected by
the Participant in accordance with the Plan, and shall be credited with gains
and losses allocable thereto at such times and in such manner as shall be
determined by the Committee. Each Director and Eligible Employee upon becoming a
Participant shall elect on the Participant Election and Enrollment Form the
portion of the Participant's Account, in any whole percentage multiples (or in
such other proportions as the Committee may from time to time determine), that
are to be treated as if invested in each of the Investment Funds. A Participant
may, at such times and in such manner as shall be permitted by the Committee,
change such election as to the investment of his Participant's Account.
ARTICLE V
DISTRIBUTIONS
5.1. FIXED DATE DISTRIBUTION.
(i) On the Participant Election and Enrollment Form, a Participant
may make an irrevocable election to receive a lump sum payment of all or a
portion of the deferral amount elected on such Participant Election and
Enrollment Form. Provided, however, that each such Fixed Date Distribution shall
be paid in lump sum and shall be paid no less than 1 day and no more than 60
days after the last day of any Plan Year designated by the Participant that is
at least two Plan Years after the Plan Year in which such deferral amount is
actually deferred.
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(ii) Should an event occur that triggers a benefit under Section
5.2, any deferral amounts that are subject to a Fixed Date Distribution election
under this Section 5.1 shall not be paid in accordance with Section 5.1 but
shall be paid in accordance with the other applicable Section.
5.2 DISTRIBUTIONS FOR SEPARATION FROM EMPLOYMENT.
(i) On the Participant Election and Enrollment Form, each
Participant shall elect a method of receipt for distributions from the Plan upon
Retirement, Disability, death or other termination of employment or Board
service (voluntary or involuntary), each an event of Separation from Employment.
Such election shall indicate that the Participant has chosen to receive either:
(a) a lump sum on the January 1 immediately following the earliest triggering
event of the Participant's Separation from Employment, or (b) a minimum of 2,
and a maximum of 15, annual installments beginning on the January 1 immediately
following the earliest triggering event of the Participant's Separation from
Employment, or as soon as administratively practicable thereafter. Each annual
installment shall be equal to the value of the vested portion of the
Participant's Account multiplied by a fraction, the numerator of which is 1 and
the denominator of which is the number of installments remaining to be paid less
any applicable tax withholding.
(ii) If a Participant should die before distribution of the entire
vested portion of the Participant's Account has been made to him, any remaining
amounts, less applicable withholding taxes, shall be distributed to the
Participant's Beneficiary in the same manner in which such amounts otherwise
would have been distributed to the Participant.
(iii) Notwithstanding the foregoing provisions of this Section 5.2
or the provisions of Section 5.1, the remaining vested portion of a
Participant's Account, less applicable withholding taxes, shall be distributed
to the Participant or his Beneficiary, in a lump sum, as soon as
administratively practicable following a Change of Control.
(iv) The value of a Participant's Account, for purposes of
determining the amount to be distributed to the Participant or his Beneficiary,
shall be determined as of the December 31 immediately preceding the
distribution.
5.3. METHOD OF DISTRIBUTION. Distribution of the Participant's Account
shall be made in cash.
5.4. HARDSHIP DISTRIBUTIONS. Upon the written request of a Participant and
in the event the Committee determines that an "unforeseeable emergency" has
occurred with respect to a Participant, the Participant may be allowed to (i)
suspend any deferrals required to be made by the Participant and/or (ii) receive
a partial or full payment from the Plan. The payout shall not exceed the lesser
of (i) the amount the Committee deems to be necessary to meet the emergency or
(ii) the Participant's Account. For this purpose, an "unforeseeable emergency"
shall mean an unanticipated emergency, such as a sudden and unexpected illness
or accident of the Participant or a dependent of the
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Participant or loss of the Participant's property due to casualty, that is
caused by an event beyond the control of the Participant and that would result
in severe financial hardship if the withdrawal were not permitted. The need to
pay a Participant's child's tuition to college and the desire to purchase a home
shall not be considered unforeseeable emergencies.
5.5 WITHDRAWAL ELECTION. A Participant (or, after a Participant's death,
his or her Beneficiary) may elect, at any time, to withdraw all of the vested
portion of the Participant's Account, calculated as if there had occurred a
Separation from Employment as of the day of the election, less a withdrawal
penalty equal to 10% of such amount. This election can be made at any time,
before or after Participant's Separation from Employment, and whether or not the
Participant (or Beneficiary) is in the process of being paid pursuant to an
installment payment schedule. No partial withdrawals shall be allowed. The
Participant (or his or her Beneficiary) shall make this election by giving the
Committee advance written notice of the election in a form determined from time
to time by the Committee, and such payments made hereunder shall be paid within
60 days of such election. Once payment is made under this Section 5.5, the
Participant's participation in the Plan shall terminate and the Participant
shall not be eligible to participate in the Plan in the future.
ARTICLE VI
ADMINISTRATION OF THE PLANS
6.1. ADMINISTRATION BY THE COMMITTEE. The Committee shall be responsible
for the general operation and administration of the Plan and for carrying out
the provisions thereof.
6.2. GENERAL POWERS OF ADMINISTRATION. All provisions set forth in the
Savings Plan with respect to the administrative powers and duties of the
Committee and procedures for filing claims shall also be applicable with respect
to the Plan. The Committee shall be entitled to rely conclusively upon all
tables, valuations, certificates, opinions and reports furnished by any actuary,
accountant, controller, counsel or other person employed or engaged by the
Committee with respect to the Plan. All expenses of administration relating to
the Plan may be debited against the Participant's Account, in the same manner as
expenses are charged to accounts under the Savings Plan.
ARTICLE VII
AMENDMENT OR TERMINATION
7.1. AMENDMENT OR TERMINATION. The Company intends the Plan to be
permanent but reserves the right, by resolution of the Board or by action of any
committee thereof, to amend or terminate the Plan when, in the sole opinion of
the Board or the committee, such amendment or termination is advisable. Any such
amendment or termination shall be made pursuant to a resolution of the Board, or
by action of a committee thereof, and shall be effective as of the date of such
resolution or action unless specifically provided otherwise.
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7.2. EFFECT OF AMENDMENT OR TERMINATION. No amendment or termination of
the Plan shall directly or indirectly reduce the balance of any Participant's
Account held hereunder as of the effective date of such amendment or
termination. Upon termination of the Plan, distribution of amounts in the
Participant's Account shall be made to the Participant or his Beneficiary in the
manner and at the time described in Article V of the Plan. No additional credits
of contributions shall be made to the Participant's Account for periods after
termination of the Plan, but the Committee shall continue to credit gains and
losses to the Participant's Account, until the balance of such Participant's
Account has been fully distributed to the Participant or his Beneficiary.
ARTICLE VIII
GENERAL PROVISIONS
8.1. PARTICIPANT'S RIGHTS UNSECURED. The Plan shall be unfunded for tax
purposes and for purposes of Title I of ERISA. However, the Company may transfer
assets to cover all or a portion of the value of Participant Accounts in a trust
for the benefit of the Participants which such trust shall be subject to the
rights of creditors of the Company. Although the value of each Participant's
Account will be measured as if such Accounts were invested in the Investment
Funds selected by the Participant pursuant to the Plan, neither the Company nor
any other Employer or the trust shall be required to invest any assets in any
Investment Funds, and if the Company or any other Employer does in fact make any
investments in any Investment Funds, the Participant or Beneficiary shall have
no rights in or claims against any such investments. The right of a Participant
or his designated Beneficiary to receive a distribution hereunder shall be an
unsecured claim against the trust and against the general assets of his Employer
and the Company, and neither the Participant nor a designated beneficiary shall
have any rights in or against any specific assets of the Company or any other
Employer.
8.2. NO GUARANTEE OF BENEFITS. Nothing contained in the Plan shall
constitute a guaranty by the Company or any other Employer or any other person
or entity that the assets of the Company or any other Employer will be
sufficient to pay any benefit hereunder.
8.3. SPENDTHRIFT PROVISION. No interest of any person or entity in, or
right to receive a distribution under, the Plan shall be subject in any manner
to sale, transfer, assignment, pledge, attachment, garnishment, or other
alienation or encumbrance of any kind; nor may such interest or right to receive
a distribution be taken, either voluntarily or involuntarily for the
satisfaction of the debts of, or other obligations or claims against, such
person or entity, including claims in bankruptcy proceedings.
8.4. APPLICABLE LAW. The Plan shall be construed and administered under
the laws of the State of Florida.
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8.5. INDIRECT PAYMENT OF BENEFITS. If any Participant or his Beneficiary
is, in the judgment of the Committee, legally, physically or mentally incapable
of personally receiving and receipting for any payment due hereunder, payment
may be made to the guardian or other legal representative of such Participant or
Beneficiary or, if none, to such person or institution who, in the opinion of
the Committee, is then maintaining or has custody of such Participant or
Beneficiary. Such payments shall constitute a full discharge with respect
thereto.
8.6. NOTICE OF ADDRESS. Each person entitled to a benefit under the Plan
must file with the Employer or the Company, in writing, his post office address
and each change of post office address which occurs between the date of his
termination of service with the Employer or the Company and the date he ceases
to be a Participant. Any communication, statement, or notice addressed to such a
person at his latest reported post office address will be binding upon him for
all purposes of the Plan and neither the Committee, the Company, nor the
Employer shall be obliged to search for or ascertain his whereabouts.
8.7. NOTICES. Any notice required or permitted to be given hereunder to a
Participant or Beneficiary will be properly given if delivered or mailed,
postage prepaid, to the Participant or Beneficiary at his last post office
address as shown on the Company's or the Employer's records. Any notice to the
Committee, the Company or the Employer shall be properly given or filed upon
receipt by the Committee, the Company or the Employer, as the case may be, at
such address as may be specified from time to time by the Committee.
8.8. WAIVER OF NOTICE. Any notice required hereunder may be waived by
the person entitled thereto.
8.9. UNCLAIMED PAYMENTS. If a Participant or his Beneficiary fails to
apprise the Committee of changes in the address of the Participant or
Beneficiary, and the Committee is unable to communicate with the Participant or
Beneficiary at the address last recorded by the Committee within five years
after any benefit becomes due and payable from the Plan to the Participant or
Beneficiary, the Committee may mail a notice by registered mail to the last
known address of such person outlining the following action to be taken unless
such person makes written reply to the Committee within 60 days from the mailing
of such notice: The Committee may direct that such benefit and all further
benefits with respect to such person shall be discontinued and all liability for
the payment thereof shall terminate.
8.10. EMPLOYER-EMPLOYEE RELATIONSHIP. The establishment of this Plan shall
not be construed as conferring any legal or other rights upon any Employee or
any person for a continuation of employment, nor shall it interfere with the
rights of an Employer to discharge any Employee or otherwise act with relation
to him. Each Employer may take any action (including discharge) with respect to
any Employee or other person and may treat him without regard to the effect
which such action or treatment might have upon him as a Participant of this
Plan.
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8.11. RECEIPT AND RELEASE. Any final payment or distribution to any
Participant, his Beneficiary or his legal representative in accordance with this
Plan shall be in full satisfaction of all claims against the Committee, the
Company, and the Employer; the Employer, the Company, or the Committee may
require a Participant, his Beneficiary or his legal representative to execute a
receipt and release of all claims under this Plan upon a final payment or
distribution or a receipt to the extent of any partial payment or distribution;
and the form of any such receipt and release shall be determined by the
Employer, the Company or the Committee.
8.12. LIMITATIONS ON LIABILITY. Notwithstanding any of the preceding
provisions of the Plan, neither the Company, the Committee, nor any individual
acting as employee or agent of the Company or the Committee shall be liable to
any Participant, former Participant or other person for any claim, loss,
liability or expense incurred in connection with the Plan.
8.13. MISCELLANEOUS. Words in the masculine gender shall include the
feminine and the singular shall include the plural, and vice versa, unless
qualified by the context. Any headings used herein are included for ease of
reference only, and are not to be construed so as to alter the terms hereof.
IN WITNESS WHEREOF, the Company has caused this instrument to be signed
and its corporate seal to be hereunto affixed by its duly authorized officers on
this ____ day of ___________, 1996.
RYDER SYSTEM, INC.
By: __________________________
Stephen N. Karp
Vice President
Compensation and Benefits
ATTEST:
By: ______________________
H. Judith Chozianin
Secretary
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