RYDER SYSTEM, INC. FORM 8-K

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TJaoiS/ILlAl4NNLtphYD2kV9ICCTDNQZ32RekbS9nrRit4kgwXq5AGGghwgpmP1 ojpxKAiju+a026T/MUKAeg== 0000950144-05-005378.txt : 20050511 0000950144-05-005378.hdr.sgml : 20050511 20050511172715 ACCESSION NUMBER: 0000950144-05-005378 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20050505 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050511 DATE AS OF CHANGE: 20050511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RYDER SYSTEM INC CENTRAL INDEX KEY: 0000085961 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510] IRS NUMBER: 590739250 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04364 FILM NUMBER: 05821735 BUSINESS ADDRESS: STREET 1: 3600 NW 82ND AVE CITY: MIAMI STATE: FL ZIP: 33166 BUSINESS PHONE: 3055003726 MAIL ADDRESS: STREET 1: 3600 NW 82 AVENUE CITY: MIAMI STATE: FL ZIP: 33166 8-K 1 g95277e8vk.htm RYDER SYSTEM, INC. FORM 8-K RYDER SYSTEM, INC. FORM 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 5, 2005

RYDER SYSTEM, INC.

(Exact name of registrant as specified in its charter)


Florida	1-4364	59-0739250

(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


11690 N.W. 105 Street
Miami, Florida		33178

(Address of Principal Executive Offices)		(Zip Code)

(305) 500-3726

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS


Item 1.01 Entry into a Material Definitive Agreement
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 9.01(c) Exhibits
SIGNATURE
TERMS & CONDITIONS TO NON-QUALIFIED STOCK OPTIONS
TERMS & CONDITIONS TO RESTRICTED STOCK RIGHTS
TERMS & CONDITIONS TO RESTRICTED STOCK UNITS
TERMS & CONDITIONS TO 2005 LONG TERM INCENTIVE AWARDS
LONG-TERM INCENTIVE PLAN
AMENDMENT AGREEMENT NO.1 TO REVOLVING CREDIT AGREEMENT

Item 1.01 Entry into a Material Definitive Agreement

Ryder System, Inc. 2005 Equity Compensation Plan (the “Plan”)

Approval of the Plan

At the Annual Meeting of Shareholders held on May 6, 2005, our shareholders approved the Plan. The Plan was approved by our Board of Directors on February 5, 2005, subject to shareholder approval, and is effective as of May 6, 2005.

The Plan allows the Compensation Committee of our Board of Directors to grant a variety of stock-based and cash-based awards including stock options, restricted stock rights, restricted stock units and cash awards to our directors, executive officers and employees. The Plan replaces the Ryder System, Inc. 1995 Stock Incentive Plan, the Stock for Merit Increase Replacement Plan and the Board of Directors Stock Award Plan.

The Plan and a summary of its terms are set forth in our definitive proxy statement for the 2005 Annual Meeting of Shareholders held on May 6, 2005, which was filed with the Securities and Exchange Commission on March 30, 2005, and are incorporated by reference herein.

Terms and Conditions of Awards under the Plan

On May 5, 2005, the Compensation Committee of our Board of Directors approved certain terms and conditions for (i) non-qualified stock options, (ii) restricted stock rights issued to our executive officers and employees and (iii) restricted stock units issued to our non-employee directors, under the Plan. The terms and conditions for each of these award types are attached to this Form 8-K as Exhibits 10.1, 10.2 and 10.3.

2005 Long-Term Incentive Cash Awards

On May 6, 2005, the Compensation Committee of our Board of Directors approved the terms and conditions applicable to the 2005 long-term incentive cash awards granted to our executive officers under the Plan. Amounts earned under the cash awards will be based on our achievement of certain levels of net operating revenue growth, earnings per share growth (excluding the effect of pension) and return on capital during the period from April 1, 2005 through December 31, 2007. The performance goals for the cash awards are set at threshold, target and maximum levels. The payout amounts are expressed as a percentage of eligible base salary with the maximum payout amount for the named executive officers ranging from 150% to 300% of eligible base salary. The cash awards will be subject to cancellation, reduction, acceleration and recapture under certain circumstances, as more fully described in the terms and conditions which are attached to this Form 8-K as Exhibit 10.4.

Amendment to Long-Term Incentive Plan

On May 5, 2005, the Compensation Committee of our Board of Directors amended the Ryder System, Inc. Long-Term Incentive Plan which was effective on January 1, 2002. The purpose of the amendments was to specify the effect of termination of employment on awards granted under the Long-Term Incentive Plan in light of the requirements of the American Jobs Creation Act of 2004. The amended Long-Term Incentive Plan is attached to this Form 8-K as Exhibit 10.5.

Amendments to Revolving Credit Agreement

On May 11, 2005, we amended our $870 million global revolving credit agreement with Fleet National Bank, as administrative agent, and the lenders, syndication agent, co-documentation agents, Canadian agent and U.K. agent named in the credit agreement. The amendment does the following:

•   extends the maturity date of the facility from May 11, 2009 to May 11, 2010;

•   lowers the interest rate margins applicable to floating rate loans;

•   lowers the fee applicable to letters of credit issued under the facility;

•   lowers the facility fee;

•   adds Fitch Investors Services, Inc. as a rating agency under the facility;

•   for purposes of determining whether a facility utilization fee is payable, increases the amount that must be outstanding under the facility from 33% to 50% of the total commitment;

•   increases the threshold amounts for certain events of default from $50,000,000 to $75,000,000; and

•   amends the definition of receivables purchase agreements for purposes of determining compliance with certain covenants contained in the credit agreement.

The foregoing summary of the amendments to the credit agreement is qualified in its entirety by reference to the amendment itself which is attached to this Form 8-K as Exhibit 10.6.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 regarding the amendments to our $870 million global revolving credit agreement is hereby incorporated by reference into this Item 2.03.

Item 9.01(c) Exhibits

The following exhibits are furnished as part of this Form 8-K:


Exhibit 10.1		Term and Conditions applicable to non-qualified stock options granted under the Ryder System, Inc. 2005 Equity Compensation Plan.

Exhibit 10.2		Term and Conditions applicable to restricted stock rights granted under the Ryder System, Inc. 2005 Equity Compensation Plan.

Exhibit 10.3		Term and Conditions applicable to restricted stock units granted under the Ryder System, Inc. 2005 Equity Compensation Plan.

Exhibit 10.4		Term and Conditions applicable to the 2005 long-term incentive cash awards granted under the Ryder System, Inc. 2005 Equity Compensation Plan.

Exhibit 10.5		Ryder System, Inc. Long-Term Incentive Plan, as amended on May 6, 2005.

Exhibit 10.6		Amendment Agreement No. 1 to $870 million global revolving credit agreement dated May 11, 2005.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: May 11, 2005		RYDER SYSTEM, INC.
		(Registrant)



	By:	/s/ Tracy A. Leinbach
		Tracy A. Leinbach, Executive Vice
		President and Chief Financial Officer

EX-10.1 2 g95277exv10w1.htm TERMS & CONDITIONS TO NON-QUALIFIED STOCK OPTIONS exv10w1

Exhibit 10.1

NON-QUALIFIED STOCK OPTIONS
ISSUED UNDER
RYDER SYSTEM, INC. 2005 EQUITY COMPENSATION PLAN

TERMS AND CONDITIONS

The following terms and conditions apply to the non-qualified stock option (“Option”) granted by Ryder System, Inc. (the “Company”) under the Ryder System, Inc. 2005 Equity Compensation Plan (the “Plan”), as specified in the Stock Option Award Notification Letter (the “Notification Letter”), to which these terms and conditions are appended. Certain terms of the Option, including the number of Shares subject to the Option, the exercise price, the vesting schedule and the expiration date, are set forth in the Notification Letter. The terms and conditions contained herein may be amended by the Compensation Committee of the Company’s Board of Directors (the “Committee”) as permitted by the Plan. Capitalized terms used herein and not defined shall have the meaning ascribed to such terms in the Plan or in the Notification Letter.

1.   General. The Option represents the right to purchase Shares on the terms and conditions set forth herein and in the Plan, the applicable terms, conditions and other provisions of which are incorporated by reference herein. A copy of the Plan and the documents that constitute the “Prospectus” for the Plan under the Securities Act of 1933, have been delivered to the Participant prior to or along with delivery of the Notification Letter. In the event there is an express conflict between the provisions of the Plan and those set forth in these terms and conditions, the terms and conditions of the Plan shall govern.

2.   Exercisability of Option. Subject to Sections 4 and 5 below, the Option shall vest and become exercisable pursuant to the vesting schedule set forth in the Notification Letter and shall remain exercisable until the expiration date set forth in the Notification Letter, or such other expiration date designated by the Committee pursuant to Section 7 of the Plan (the “Expiration Date”).

3.   Exercise Procedures. The Option, to the extent exercisable, may be exercised by delivering to the Company at its principal executive offices written notice of intent to exercise in a form satisfactory to the Company. Such notice shall (i) specify the number of Shares for which the Option is being exercised (which shall be whole Shares only), (ii) be signed by the person exercising the Option and (iii) be accompanied by (A) payment in full of the aggregate exercise price in respect of such Shares and (B) such representations, warranties and covenants as the Company may reasonably require. Payment of the aggregate exercise price and applicable withholding taxes may be made (i) in cash or its equivalent, or (ii) by tendering to the Company Shares already owned by the Participant having a Fair Market Value on the trading day immediately preceding the date of exercise equal to the aggregate exercise price, or (iii) by a combination of the foregoing methods.

4.   Termination of Option; Forfeiture. Notwithstanding the vesting and expiration dates set forth in the Notification Letter, the Option will terminate upon or following the termination of the Participant’s employment with the Company and its Subsidiaries as described below. For purposes of these terms and conditions, a Participant shall not be deemed to have terminated his or her employment with the Company and its Subsidiaries if he or she is then employed by the Company or another Subsidiary without a break in service.

(a) Resignation by the Participant or Termination by the Company or a Subsidiary other than for Cause: The unvested portion of the Option will immediately terminate on the Participant’s last day of employment. The vested portion of the Option will terminate at 12:01a.m. on the 91st day following the Participant’s last day of employment (but not later

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    than the Expiration Date), provided that if the Participant dies during such 90 day period, such portion of the Option will terminate no earlier than 12:01a.m. on the first anniversary of the date of death (but not later than the Expiration Date) and provided further that, if, upon such termination, the Participant is entitled to severance benefits in the form of salary continuation, then the unvested portion of the Option will terminate at 12:01 a.m. on the 91st day following the date that salary continuation is no longer payable to the Participant (but not later than the Expiration Date).

(b)   Retirement: The unvested portion of the Option will immediately terminate on the Participant’s Retirement date, and the vested portion of the Option will terminate upon the Expiration Date.

(c)   Death: The unvested portion of the Option will immediately terminate on the date of death, and the vested portion of the Option will expire upon the Expiration Date. Following the Participant’s death, the right to exercise such vested portion will pass to the Participant’s Beneficiary.

(d)   Disability: The unvested portion of the Option that would otherwise have become vested during the 3 years following Disability will continue to vest as scheduled. The vested portion of the Option, including the portion that becomes vested pursuant to the preceding sentence, will expire upon the Expiration Date.

(e)   Termination for Cause: The entire Option, including the vested portion, will terminate immediately upon the Participant’s termination of employment. To the extent the Participant exercised any portion of the Option during the one year period immediately prior to the date of such termination of employment for Cause, the Company shall have the right to reclaim and receive from the Participant all Shares delivered to the Participant upon such exercise, or to the extent the Participant has transferred such Shares, the equivalent value thereof in cash, and in each case upon receipt thereof, the Company shall return the exercise price paid by the Participant.

(f)   Proscribed Activity: If, during the Proscribed Period but prior to a Change in Control, the Participant engages in a Proscribed Activity, then the Company shall have the right to reclaim and receive from the Participant all Shares delivered to the Participant upon the exercise of the Option during the one year period immediately prior to, or at any time following, the date of the Participant’s termination of employment, or to the extent the Participant has transferred such Shares, the equivalent value thereof in cash, and in each case upon receipt thereof, the Company shall return the exercise price paid by the Participant.

5. Change in Control. Notwithstanding anything contained herein to the contrary, unless otherwise determined by the Committee prior to a Change in Control, the Option will become fully vested and exercisable immediately prior to a Change in Control, and, to the extent the Option is not cancelled upon such Change in Control pursuant to Section 7 of the Plan, it shall remain outstanding until the Expiration Date, but subject to earlier termination under the circumstances described in Section 4(e) and (f) above. For purposes of this Section 5, the term Option shall refer only to those Options that are outstanding at the time of the Change in Control and not to any unvested Options that are terminated pursuant to Section 4 above, provided that, if (i) the Participant’s employment was terminated by the Company other than for Cause or Disability during the 12 month period prior to the Change in Control, (ii) during such 12 month period, the Participant does not engage in a Proscribed Activity, and (iii) the Committee determines, in its sole and absolute discretion, that the decision related to such termination was made in contemplation of the Change in Control, the

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    Participant shall be treated as if he or she had remained employed with the Company until the date of the Change in Control.

6.   Withholding Taxes. The Option will be treated as a non-qualified stock option, and therefore the difference between the Fair Market Value of the Shares subject to the Option on the date of exercise and the exercise price of the Option will be treated as wages and subject to withholding taxes and reporting. The Option may not be exercised unless the Participant makes arrangements satisfactory to the Company to ensure that its withholding tax obligations will be satisfied.

7.   Definitions.

(a) “Cause” shall have the meaning set forth in any individual, valid, written agreement between the Participant and the Company or any Subsidiary, or, if none exists, shall mean a determination of “Just Cause” under the Ryder Severance Plan, as in effect on the date of grant of the Option. Notwithstanding the foregoing, during the three year period following a Change in Control, in no event shall a failure to meet performance expectations constitute Cause unless such failure was willful.

(b) “Change in Control” occurs when:

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    Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’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 the Company’s outstanding Shares and outstanding voting securities ordinarily having the right to vote for the election of directors of the Company, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan or plans (or related trust) of the Company 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 the Company approved by the shareholders; or

(v)   there is a sale of all or substantially all of the assets of the Company.

(c) “Disability” means an illness or injury that entitles the Participant to long-term disability payments under the Company’s Long Term Disability Plan, as in effect from time to time.

(d) “Proscribed Activity” means any of the following:

(i)   the Participant’s breach or violation of (A) any written agreement between the Participant and the Company or any of its Subsidiaries, including any agreement relating to nondisclosure, noncompetition, nonsoliciation and/or nondisparagement, or (B) any legal obligation it may have to the Company;

(ii)   the Participant’s direct or indirect unauthorzied use or disclosure of confidential information or trade secrets of the Company or any Subsidiary, 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;

(iii)   the Participant’s direct or indirect engaging or becoming a partner, director, officer, principal, employee, consultant, investor, creditor or stockholder in/for any business, proprietorship, association, firm or corporation not owned or controlled by the Company or its Subsidiaries which is engaged or proposes to engage in a business competitive directly or indirectly with the business conducted by the Company or its Subsidiaries in any geographic area where such business of the Company or its Subsidiaries is conducted, provided that the Participant’s investment in one percent (1%) or less of the outstanding capital stock of any corporation whose stock is listed on a national securities exchange shall not be treated as a Proscribed Activity;

(iv)   the Participant’s direct or indirect, either on the Participant’s own account or for any person, firm or company, soliciting, interfering with or inducing, or attempting to

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    induce, any employee of the Company or any of its Subsidiaries to leave his or her employment or to breach his or her employment agreement;

(v)   the Participant’s direct or indirect taking away, interfering with relations with, diverting or attempting to divert from the Company or any Subsidiary any business with any customer of the Company or any Subsidiary, including (A) any customer that has been solicited or serviced by the Company within one (1) year prior to the date of termination of Participant’s employment with the Company and (B) any customer with which the Participant has had contact or association, or which was under the supervision of Participant, or the identity of which was learned by the Participant as a result of Participant’s employment with the Company;

(vi)   the Participant’s making of any remarks disparaging the conduct or character of the Company or any of its Subsidiaries, or their current or former agents, employees, officers, directors, successors or assigns; or

(vii)   the Participant’s failure to cooperate with the Company or any Subsidiary, for no additional compensation (other than reimbursement of expenses), in any litigation or administrative proceedings involving any matters with which the Participant was involved during the Participant’s employment with the Company or any Subsidiary.

(e) “Proscribed Period” means the period beginning on the date of termination of Participant’s employment and ending on the later of (A) the one year anniversary of such termination date or (B) if the Participant is entitled to severance benefits in the form of salary continuation, the date on which salary continuation is no longer payable to the Participant.

(f) “Retirement” means retirement under the provisions of the Ryder System, Inc. Retirement Plan, or any successor pension plan maintained by the Company, in each case as in effect from time to time.

8. Other Benefits. No amount accrued or paid under this Award shall be deemed compensation for purposes of computing a Participant’s benefits under any retirement plan of the Company or its Subsidiaries, nor affect any benefits under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the Participant’s level of compensation.

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EX-10.2 3 g95277exv10w2.htm TERMS & CONDITIONS TO RESTRICTED STOCK RIGHTS exv10w2

Exhibit 10.2

RESTRICTED STOCK RIGHTS

ISSUED UNDER
RYDER SYSTEM, INC. 2005 EQUITY COMPENSATION PLAN

TERMS AND CONDITIONS

The following terms and conditions apply to the Restricted Stock Rights (the “RSRs”) granted by Ryder System, Inc. (the “Company”) under the Ryder System, Inc. 2005 Equity Compensation Plan (the “Plan”), as specified in the Restricted Stock Rights Award Notification Letter (the “Notification Letter”), to which these terms and conditions are appended. Certain terms of the RSRs, including the number of RSRs granted and the vesting schedule for the RSRs, are set forth in the Notification Letter. The terms and conditions contained herein may be amended by the Compensation Committee of the Company’s Board of Directors (the “Committee”) as permitted by the Plan. Capitalized terms used herein and not defined shall have the meaning ascribed to such terms in the Plan or in the Notification Letter.

1.   General. Each RSR represents the right to receive one Share on a future date on the terms and conditions set forth herein and in the Plan, the applicable terms, conditions and other provisions of which are incorporated by reference herein. A copy of the Plan and the documents that constitute the “Prospectus” for the Plan under the Securities Act of 1933, have been delivered to the Participant prior to or along with delivery of the Notification Letter. In the event there is an express conflict between the provisions of the Plan and those set forth in these terms and conditions, the terms and conditions of the Plan shall govern.

2.   Delivery of Shares. Subject to Section 3 and 4 below, the RSRs will vest pursuant to the vesting schedule set forth in the Notification Letter, provided the Participant is, on the relevant vesting date, and has been from the date of grant of the RSRs to the relevant vesting date, continuously employed by the Company or one of its Subsidiaries. For purposes of these terms and conditions, the Participant shall not be deemed to have terminated his or her employment with the Company and its Subsidiaries if he or she is then employed by the Company or another Subsidiary without a break in service.

    Upon vesting, a share certificate evidencing the Shares subject to the vested RSRs will be issued in the name of the Participant and delivered to the Participant at the Participant’s address on file with the Company on the vesting date, provided that the Participant may request to receive delivery of the shares either by transfer of the Shares to a broker or by depositing the Shares in an account with the Company’s transfer agent, by delivering to the Company a written election form satisfactory to the Company specifying such alternate delivery instructions.

3.   Termination of RSRs; Forfeiture. The RSRs will terminate upon or following the termination of the Participant’s employment with the Company and its Subsidiaries as described below.

(a) Resignation by the Participant or Termination by the Company or a Subsidiary: All outstanding RSRs will be forfeited and, except as provided in the last sentence of Section 4 below, the Participant will not have any right to delivery of Shares in respect of RSRs that did not vest prior to such termination. If the Participant’s employment is terminated by the Company or a Subsidiary for Cause, then the Company shall have the right to reclaim and receive from the Participant any Shares delivered to the Participant upon the vesting of any RSRs within the one year period before the date of the Participant’s termination of employment, or to the extent the Participant has transferred such Shares, the equivalent value thereof in cash.

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(b) Death, Disability or Retirement: A prorated portion of the RSRs shall vest, calculated as follows: (A) the total number of RSRs awarded, multiplied by a fraction (and rounded down to the nearest whole Share), the numerator of which shall be the number of days from the date of grant of the RSRs to the date of death, Disability or Retirement, as the case may be, and the denominator of which shall be the number of days from the date of grant of the RSRs to the last scheduled vesting date for the RSRs set forth in the Notification Letter, less (B) the number of RSRs already vested at the time of the Participant’s death, Disability or Retirement, as the case may be. Shares equal to the prorated number of RSRs that so vest will be delivered to the Participant (or his or her Beneficiary, in the event of death) as soon as practicable following the date of death, Disability or Retirement, as the case may be.

(c) Proscribed Activity: If, during the Proscribed Period but prior to a Change in Control, the Participant engages in a Proscribed Activity, then the Company shall have the right to reclaim and receive from the Participant all Shares delivered to the Participant upon the vesting of any RSRs during the one year period immediately prior to, or at any time following, the date of the Participant’s termination of employment, or to the extent the Participant has transferred such Shares, the equivalent value thereof in cash.

4.   Change in Control. Notwithstanding anything contained herein to the contrary, unless otherwise determined by the Committee prior to a Change in Control, all outstanding RSRs will become fully vested immediately prior to any such Change in Control, and all Shares subject to such RSRs will be delivered to the Participant at that time in accordance with Section 2 above. To the extent (i) Participant’s employment was terminated by the Company other than for Cause or Disability during the 12 month period prior to the Change in Control, (ii) during such 12 month period the Participant did not engage in a Proscribed Activity, and (iii) the Committee determines, in its sole and absolute discretion, that the decision related to such termination was made in contemplation of the Change in Control, then the Participant shall be treated as if he or she had remained employed with the Company until the date of the Change in Control.

5.   Rights as a Shareholder; Dividend Equivalents. The Participant will not have the rights of a shareholder of the Company with respect to Shares subject to the RSRs until such Shares are actually delivered to the Participant. However, the Company will pay cash dividend equivalents with respect to each RSR at the same time and in the same amount as cash dividends are paid on a Share.

6.   Withholding Taxes. RSRs will not be taxable until the Shares are delivered, provided that cash dividend equivalents will be taxable to the Participant as ordinary income, subject to wage-based withholding and reporting. The Shares when delivered will be taxable to the Participant at their then fair market value as ordinary income, subject to wage-based withholding and reporting. The Company will satisfy this withholding obligation by reducing the number of Shares to be delivered to the Participant in an amount sufficient to satisfy the withholding obligations (based on the Fair Market Value of the Shares on the day immediately prior to the vesting date for the related RSRs), provided that the Participant may elect to satisfy all or part of the withholding tax obligation in cash or its equivalent by (i) delivering to the Company a written election form satisfactory to the Company to that effect prior to the vesting date for the related RSRs and (ii) delivering the cash or cash equivalents to the Company no later than the vesting date for the related RSRs.

7.   Definitions.

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grant of the RSRs. Notwithstanding the foregoing, during the three year period following a Change in Control, in no event shall a failure to meet performance expectations constitute Cause unless such failure was willful.

(b) “Change in Control” occurs when:

(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 the Company’s outstanding voting securities ordinarily having the right to vote for the election of directors of the Company; 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 the Company 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) below; or

(ii)   the individuals who, as of August 18, 1995, constituted the Board of Directors of the Company (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 the Company (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 the Company’s outstanding Shares and outstanding voting securities ordinarily having the right to vote for the election of directors of the Company 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 the Company or all or substantially all of the Company’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 the Company’s outstanding Shares and outstanding voting securities ordinarily having the right to vote for the election of directors of the Company, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan or plans (or related trust) of the Company 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

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    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 the Company approved by the shareholders; or

(v)   there is a sale of all or substantially all of the assets of the Company.

(i)   the Participant’s breach of any written agreement between the Participant and the Company or any of its Subsidiaries, including any agreement relating to nondisclosure, noncompetition, nonsoliciation and/or nondisparagement;

(ii)   the Participant’s direct or indirect unauthorzied use or disclosure of confidential information or trade secrets of the Company or any Subsidiary, 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;

(iii)   the Participant’s direct or indirect engaging or becoming a partner, director, officer, principal, employee, consultant, investor, creditor or stockholder in/for any business, proprietorship, association, firm or corporation not owned or controlled by the Company or its Subsidiaries which is engaged or proposes to engage in a business competitive directly or indirectly with the business conducted by the Company or its Subsidiaries in any geographic area where such business of the Company or its Subsidiaries is conducted, provided that the Participant’s investment in one percent (1%) or less of the outstanding capital stock of any corporation whose stock is listed on a national securities exchange shall not be treated as a Proscribed Activity;

(iv)   the Participant’s direct or indirect, either on the Participant’s own account or for any person, firm or company, soliciting, interfering with or inducing, or attempting to induce, any employee of the Company or any of its Subsidiaries to leave his or her employment or to breach his or her employment agreement;

(v)   the Participant’s direct or indirect taking away, interfering with relations with, diverting or attempting to divert from the Company or any Subsidiary any business with any customer of the Company or any Subsidiary, including (A) any customer that has been solicited or serviced by the Company within one (1) year prior to the date of termination of Participant’s employment with the Company and (B) any customer with which the Participant has had contact or association, or which was under the supervision of Participant, or the identity of which was learned by the Participant as a result of Participant’s employment with the Company;

(vi)   the Participant’s making of any remarks disparaging the conduct or character of the Company or any of its Subsidiaries, or their current or former agents, employees, officers, directors, successors or assigns; or

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(vii) the Participant’s failure to cooperate with the Company or any Subsidiary, for no additional compensation (other than reimbursement of expenses), in any litigation or administrative proceedings involving any matters with which the Participant was involved during the Participant’s employment with the Company or any Subsidiary.

7. Other Benefits. No amount accrued or paid under this Award shall be deemed compensation for purposes of computing a Participant’s benefits under any retirement plan of the Company or its Subsidiaries, nor affect any benefits under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the Participant’s level of compensation.

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EX-10.3 4 g95277exv10w3.htm TERMS & CONDITIONS TO RESTRICTED STOCK UNITS exv10w3

Exhibit 10.3

RESTRICTED STOCK UNITS

FOR
NON-EMPLOYEE DIRECTORS
ISSUED UNDER
RYDER SYSTEM, INC. 2005 EQUITY COMPENSATION PLAN

TERMS AND CONDITIONS

The following terms and conditions apply to the Restricted Stock Units (the “RSUs”) granted by Ryder System, Inc. (the “Company”) to the Company’s Non-Employee Directors, under the Ryder System, Inc. 2005 Equity Compensation Plan (the “Plan”), as specified in the Restricted Stock Units Award Notification Letter (the “Notification Letter”), to which these terms and conditions are appended. Certain terms of the RSUs, including the number of RSUs granted and the vesting date(s), are set forth in the Notification Letter. The terms and conditions contained herein may be amended by the Compensation Committee of the Board (the “Committee”) as permitted by the Plan. Capitalized terms used herein and not defined shall have the meaning ascribed to such terms in the Plan or in the Notification Letter.

1.   General. Each RSU represents the right to receive one Share on a future date on the terms and conditions set forth herein and in the Plan, the applicable terms, conditions and other provisions of which are incorporated by reference herein. A copy of the Plan and the documents that constitute the “Prospectus” for the Plan under the Securities Act of 1933, have been delivered to the Participant prior to or along with delivery of the Notification Letter. In the event there is an express conflict between the provisions of the Plan and those set forth in these terms and conditions, the terms and conditions of the Plan shall govern.

2.   Number of RSUs. Each Director who is serving as such immediately following an annual meeting of shareholders of the Company (an “Annual Meeting”), starting with the 2005 Annual Meeting, shall receive an award of RSUs immediately following each such annual meeting for a number of Shares equal to (i) $80,000 divided by (ii) the average of the highest and lowest sales price of one Share on the day of such Annual Meeting as reported by the composite transaction reporting system for securities listed on the New York Stock Exchange.

3.   Timing of Delivery of Shares. Actual delivery of the Shares relating to RSUs will occur upon, or as soon as practicable following, cessation of the Non-Employee Director’s service on the Board. If such cessation occurs prior to the Non-Employee Director completing one year of service on the Board, the Non-Employee Director’s right to the Shares will be forfeited, except if such cessation is on account of disability (as determined by the Board) or on account of death, in which case all of the Shares will be delivered to the Non-Employee Director (or his or her Beneficiary in the event of death). Notwithstanding the foregoing, should a Change in Control occur at a time when the Non-Employee Director is a member of the Board and as a result of such Change in Control all employee stock awards outstanding under the Plan become fully vested, the RSUs will become fully vested and to the extent such Change in Control constitutes a change in control within the meaning of Section 409A of the Internal Revenue Code, all of the Shares subject to RSUs then outstanding will be delivered to the Non-Employee Director immediately prior to such Change in Control.

4.   Form of Delivery of Shares. With respect to each award of RSUs, a Non-Employee Director may elect, at the time the award is made, to receive delivery of the Shares in either one lump sum, or in annual installments over a period not less than 2 years or greater than 10 years, provided that a Non-Employee Director who fails to make an election with respect to any award at the time the award is made, shall be deemed to have elected to receive delivery of the Shares subject to such award in a

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    lump sum. Notwithstanding the foregoing, Shares deliverable by reason of a Change in Control shall be delivered in a lump sum.

5.   Rights as a Shareholder; Dividends. A holder of RSUs will not have the rights of a shareholder of the Company with respect to Shares subject to the RSUs until such Shares are actually delivered. However, with respect to all RSUs held by the Non-Employee Director, once per year the Company will credit the Non-Employee Director with dividend equivalents in respect of dividends declared on Shares during the prior year, in the form of additional RSUs based on the fair market value of the Shares on the dividend payment date, and such additional RSUs will be subject to the same terms and conditions as applicable to the RSUs on which they were credited.

6.   Definitions.

(a) “Change in Control” occurs when:

(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 the Company’s outstanding voting securities ordinarily having the right to vote for the election of directors of the Company; provided, however, that for purposes of this subparagraph (i), the following acquisitions shall not constitute a Change of Control: (A) any acquisition by any Director benefit plan or plans (or related trust) of the Company 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) below; or

(ii)   the individuals who, as of August 18, 1995, constituted the Board of Directors of the Company (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 the Company (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 the Company’s outstanding Shares and outstanding voting securities ordinarily having the right to vote for the election of directors of the Company 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 the Company or all or substantially all of the Company’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 the Company’s outstanding Shares and outstanding voting securities ordinarily

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    having the right to vote for the election of directors of the Company, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any Director benefit plan or plans (or related trust) of the Company 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 the Company approved by the shareholders; or

(v)   there is a sale of all or substantially all of the assets of the Company.

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EX-10.4 5 g95277exv10w4.htm TERMS & CONDITIONS TO 2005 LONG TERM INCENTIVE AWARDS exv10w4

Exhibit 10.4

2005 LONG-TERM INCENTIVE CASH AWARD

GRANTED UNDER
RYDER SYSTEM, INC. 2005 EQUITY COMPENSATION PLAN

TERMS AND CONDITIONS

The following terms and conditions apply to the long-term cash incentive award (the “Award”) granted by Ryder System, Inc. under the Ryder System, Inc. Plan as specified in the Award Notification Letter (the “Notification Letter”) to which these terms and conditions are appended. Certain terms of the Award, including the performance goals and payout amounts, are set forth in the Notification Letter. The terms and conditions contained herein may be amended by the Committee as permitted by the Plan. Capitalized terms used herein and not defined shall have the meaning ascribed to such terms in the Plan or the Notification Letter.

1.   General. The Award represents the right to receive a cash payment based on the attainment of certain financial performance goals, on the terms and conditions set forth herein, in the Notification Letter, and in the Plan, the applicable terms, conditions and other provisions of which are incorporated by reference herein. A copy of the Plan and the documents that constitute the “Prospectus” for the Plan under the Securities Act of 1933, have been delivered to the Participant prior to or along with delivery of the Notification Letter. In the event there is an express conflict between the provisions of the Plan and those set forth in these terms and conditions, the terms and conditions of the Plan shall govern.

2.   Financial Performance Goals; Performance Period. The Award was made to provide additional emphasis on and incentive for the attainment by the Company of certain levels of net operating revenue growth, earning per share growth (excluding the effect of pension) and return on capital during the period beginning on April 1, 2005 through December 31, 2007 (the “Performance Period”).

    The performance goals (i.e., threshold, target and maximum amounts) and target payout amounts (expressed as a percentage of the Participant’s Eligible Base Salary for the twelve (12) month period ended December 31, 2005) are set forth in the Notification Letter. For purposes of the Award, Eligible Base Salary means the annual rate of pay for the twelve month period specified in the Notification Letter, excluding all other compensation paid to the Participant during the year, including but not limited to bonus, incentives, commissions, employee benefits, relocation expenses, and any imputed income for which the Participant may be eligible. As soon as practicable after the end of the Performance Period, the Committee will determine the attainment of the Performance Goals, to the extent applicable, in accordance with generally accepted accounting principles (“GAAP”), without regards to, (i) extraordinary items, (ii) changes in accounting methods, (iii) unusual or non-recurring items or (iv) the effect of pension, and such determination will be final and binding.

3.   Payment. Subject to Section 5 below, amounts due under the Award will be payable in cash to the Participant six (6) months following the end of the Performance Period (the “Payment Date”), provided that the Participant is, on the Payment Date, and has been from the first day of the Performance Period through the Payment Date, continuously employed by the Company or a Subsidiary. For purposes of these terms and conditions, the Participant shall not be deemed to have terminated his or her employment with the Company and its Subsidiaries if he or she is then employed by the Company or another Subsidiary without a break in service.

4. Termination of Employment; Forfeiture. Notwithstanding the Payment Date set forth in the Notification Letter, the Award will terminate and no amounts will be paid under the Award following the termination of the Participant’s employment as follows:

(a)   Resignation by the Participant or Termination by the Company or a Subsidiary: The Award will terminate and no amounts will be paid under the Award. If the Participant’s employment is terminated by the Company or a Subsidiary for Cause, then the Company shall have the right to reclaim and receive from the Participant any amounts paid to the Participant under the Award during the one year period before the date of the Participant’s termination of employment.

(b)   Death, Disability or Retirement: If the death, Disability or Retirement occurs after the end of the Performance Period, the Participant (or his or her Beneficiary, in the event of death) shall receive all amounts due to him or her under the Award on the Payment Date. If the death, Disability or Retirement occurs during the Performance Period and the Participant would have received a payment under the Award but for his or her death, Disability or Retirement, the Participant (or his or her Beneficiary, in the event of death) will receive a pro-rata payment on the Payment Date based on the number of months worked during the Performance Period, subject to the discretion of the Committee to reduce or cancel such payment.

(c)   Proscribed Activity: If, during the Proscribed Period but prior to a Change in Control, the Participant engages in a Proscribed Activity, then the Company shall have the right to reclaim and receive from the Participant any amounts paid to the Participant under the Award during the one year period before the date of the Participant’s termination of employment.

5.   Withholding Taxes. The Company will deduct from all payments made under the Award any federal, state or local taxes required by law to be withheld with respect thereto.

6.   Change in Control. In the event a Change in Control occurs after the last day of the Performance Period but before any or all Payment Dates, the Participant’s Account shall vest and be distributed as soon as practicable following such Change in Control. If a Change in Control occurs during the Performance Period, the Participant will be entitled to receive payments under the Award based on the maximum amount that would be paid assuming the target level of performance is achieved. Any such amounts will be paid as soon as practicable following the Change in Control. To the extent (i) Participant’s employment was terminated by the Company other than for Cause or Disability during the 12 month period prior to the Change in Control, (ii) during such 12 month period the Participant did not engage in a Proscribed Activity, and (iii) the Committee determines, in its sole and absolute discretion, that the decision related to such termination was made in contemplation of the Change in Control, then the Participant shall be treated as if he or she had remained employed with the Company until the date of the Change in Control.

7.   Definitions. Capitalized terms used above that are not defined below have the meanings set forth in the Plan.

(a) “Cause” shall have the meaning set forth in any individual, valid, written agreement between the Participant and the Company or any Subsidiary, or, if none exists, shall mean a determination of “Just Cause” under the Ryder Severance Plan, as in effect

on the first day of the Performance Period. Notwithstanding the foregoing, during the three year period following a Change in Control, in no event shall a failure to meet performance expectations constitute Cause unless such failure was willful.

(b) “Change in Control” occurs when

(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 the Company’s outstanding voting securities ordinarily having the right to vote for the election of directors of the Company; 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 the Company 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) below; or

(ii)   the individuals who, as of August 18, 1995, constituted the Board of Directors of the Company (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 the Company (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 the Company’s outstanding Shares and outstanding voting securities ordinarily having the right to vote for the election of directors of the Company 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 the Company or all or substantially all of the Company’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 the Company’s outstanding Shares and outstanding voting securities ordinarily having the right to vote for the election of directors of the Company, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan or plans (or related trust) of the Company 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 the Company approved by the shareholders; or

(v) there is a sale of all or substantially all of the assets of the Company.

(c) “Disability” means an injury or illness that entitles the Participant to long-term disability payments under the Company’s Long-Term Disability Plan, as in effect from time to time.

(d) “Proscribed Activity” means any of the following:

(vi) the Participant’s making of any remarks disparaging the conduct or character of the Company or any of its Subsidiaries, or their current or former agents, employees, officers, directors, successors or assigns; or

(vii) the Participant’s failure to cooperate with the Company or any Subsidiary, for no extra compensation (other than reimbursement of expenses), in any litigation or administrative proceedings involving any matters with which the Participant was involved during the Participant’s employment with the Company or any Subsidiary.

9. Other Benefits. No amount accrued or paid under this Award shall be deemed compensation for purposes of computing a Participant’s benefits under any retirement plan of the Company or its Subsidiaries, nor affect any benefits under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of Participant’s compensation.

EX-10.5 6 g95277exv10w5.htm LONG-TERM INCENTIVE PLAN exv10w5

Exhibit 10.5

(RYDER LOGO)

Ryder System, Inc.
Long-Term Incentive Plan

Compensation and Benefits
January 1, 2002
As Amended December 16, 2004
As Amended May 6, 2005

MASTER

Introduction

The Board of Directors of Ryder System Inc. has approved a Long-Term Incentive Plan for designated executives as a component of Ryder’s targeted total direct compensation package. The LTIP is designed to reward key executives with additional compensation contingent upon attainment of critical business objectives over a three-year period.

Definitions

For this Plan, the following terms will have these meanings:

Annual Base Pay means the participant’s base salary on January 1, 2002, the beginning of the initial Plan Cycle. For subsequent Plan Cycles, annual base pay will mean bonusable base pay as of December 31 of the first year in the three year cycle.

Change of Control means the definition set forth in each Participant’s Change of Control Severance Agreement.

Company or Ryder means Ryder System, Inc.

Compensation Committee means the Committee appointed by the Board of Directors to administer all Compensation and Benefit Plans including the LTIP. May also be referred to as the “Committee”.

Disability means an injury or illness that entitles the Participant to long-term disability payments under the Company’s Long-Term Disability Plan, as in effect from time to time.

Earned Cash means the cumulative total amount earned in each plan year during the three-year Plan Cycle. Earned cash is payable according to the Plan’s schedule following the end of each Plan Cycle.

Eligible Employee or Participant means any Employee designated by the Compensation Committee to participate in this Plan.

Employee means any employee of the Company.

Investment options mean those investment funds made available under the LTIP.

LTIP or Plan means the Ryder System, Inc. Long-Term Incentive Plan.

LTIP Account means an account established for each Participant in the LTIP.

LTIP Balance means a Participant’s balance in his or her LTIP Account.

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LTIP Target means the percentage of annual base salary established for each participant for the purpose of the LTIP. This target percentage is distributed equally: 50% in cash and 50% in stock. The cash payout is governed by this Plan. The stock award is governed by the terms of the 1995 Incentive Stock Plan, or any successor stock plan.

Plan Cycle means the three-year period during which time a participant has the opportunity to earn cash compensation under the Plan.

Retirement means retirement under the provisions of the Ryder System, Inc. Retirement Plan, or any successor pension plan maintained by the Company, in each case in effect from time to time.

Supplement means a supplement to the Plan for a particular Plan Cycle.

Trustee means the trustee of the Plan which shall initially be Merrill Lynch Trust Company and which can be changed by the Company at its discretion.

Vesting means the time at which the Participant gains ownership to a portion of such Participant’s LTIP Balance.

Effective Date

The effective date of the Plan is January 1, 2002. The initial Plan Cycle commences on January 1, 2002 and ends on December 31, 2004. Subsequent Plan Cycles will begin on January 1 as approved by the Compensation Committee.

Eligibility

Executives will be designated each year to participate in this Plan. Eligibility is based on the decision of the Compensation Committee and is not tied to position, management level or past eligibility. Participation during one Plan Cycle is not a guarantee of future participation.

How the Plan Works

Performance Criteria and Goal Setting

Each Plan Cycle is comprised of three consecutive years with performance measure(s) for each year. The Committee will determine and approve performance measurements and pay contingencies (targets and goals) by March 15^th of the first year of each Plan Cycle. The performance measurements will be documented in the Supplement for each Plan Cycle.

Performance will be measured each year of the Plan individually against an annual performance goal. Achievement of the performance target or failure to achieve the

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performance target in one plan year will not affect the target, performance goals or compensation for any other plan year.

Cash for Performance

Payment for the initial Plan Cycle is based on a performance spread from 80% to 120% of target for the performance criteria. For subsequent Plan Cycles, payment is based on a performance spread. Cash payouts for meeting a performance spread is 50% to 200% of target compensation. Incremental payouts will be made based on actual performance results.

For example:


Performance Spread	<80	%	80	%	100	%	120	%
Cash Payouts	0	%	50	%	100	%	200	%

Earned Cash Opportunity

Each Plan Cycle has an earned cash target opportunity equal to 50% of the total LITP cash target.

LTIP Target: 125% Earned Cash Target: 62.5%

To determine the earned cash opportunity for the Plan Cycle, multiply your annual base pay by earned cash target percentage.


Salary		Earned Cash Target				Earned Cash Opportunity @ Target
$300,000	X		62.5	%	=	$	187,500

This is the earned cash target opportunity for the entire three-year Plan Cycle.

Each year of the Plan Cycle has performance measurements as detailed in the Supplement for each Plan Cycle. Cash payouts are based on performance results. The following example assumes that 80% of the performance spread is reached in the first year of the Plan Cycle, 100% in the second year of the Plan Cycle and 100% in third year of the Plan Cycle.



Plan	Performance									Earned
Cycle	Spread Achieved			Minimum		Target		Maximum		Payment
1^st Year		80	%	$	31,250	$	62,500	$	125,000	$	31,250
2^nd Year		100	%	$	31,250	$	62,500	$	125,000	$	62,500
3^rd Year		100	%	$	31,250	$	62,500	$	125,000	$	62,500
Earned Cash Target Opportunity						$	187,500			$	156,250

This example shows the participant had the opportunity to earn $187,500 upon achieving 100% of performance targets. Based on performance results, the participant earned $156,250.

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Distribution of LTIP Awards

Each year during the Plan Cycle, the Compensation Committee will determine what, if any, cash payments are payable to each Participant in the Plan. Any awards payable with respect to such year will be deposited into each Participant’s LITP Account with the Trustee.

Investment Elections

Each Participant has the right to allocate the funds in his or her LTIP Account to one or more of several investment options, including the purchase of Ryder stock, made available by the Trustee (as amended from time to time). Such investment elections are within the sole discretion of each Participant, who bears all the risk associated with such investments.

Making Investment Elections

Participants meet with a Merrill Lynch investment advisor to discuss investment choices and allocation of awards into the Participant’s LTIP Account. The Participant submits a signed allocation form to the Compensation Department for processing with Merrill Lynch.

Ryder Stock

The purchase and sale of Ryder stock in the Participant’s LTIP Account must be pre-approved by the Law Department.

Ryder Stock held in a Participant’s LTIP Account will count toward such Participant’s compliance with Ryder’s Stock Ownership Guidelines.

Vesting and Forfeiture

The cumulative earnings (total of each of the three years of the Plan Cycle together will all gains and losses realized in a Participant’s LTIP Account) become vested and non-forfeitable following the close of the three-year Plan Cycle according to the following schedule:

• Six (6) months after the end of the Plan Cycle

• Eighteen (18) months after the end of the Plan Cycle

To vest and be eligible for cash distributions, a Participant must be actively employed in good standing with the Company. Participants who are not actively employed in good standing with the Company at the time of distribution are not eligible for payment and forfeit any unvested award.

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Cash Payments and Method of Distribution

Payment Distribution

All payments are subject to approval by the Compensation Committee.

Distribution of each Participant’s earnings under the Plan will be paid, as soon as practicable, after each vesting date.

The following example shows both the vesting and distribution schedule for one plan cycle:



Plan Cycle	January 1, 2002 – December 31, 2004

Plan Cycle Ends	December 31, 2004

Vesting and Distribution	June 30, 2005 — 50% of a Participant’s LTIP Balance on such vesting date	June 30, 2006 — The remainder of a Participant’s LTIP Balance for such Plan Cycle

Participants whose employment with the Company terminates for any reason prior to a payment date are not eligible for a payout under the LTIP Plan, except upon death, Disability or Retirement as follows:

• Death, Disability or Retirement: If the death, Disability or Retirement occurs during the Plan Cycle, the Participant (or beneficiary in the event of death) will receive a pro-rata payment on the payment date(s) based on the number of months worked during the Plan Cycle. If the death, Disability or Retirement occurs after the Plan Cycle has ended, the Participant (or beneficiary in the event of death) will receive all amounts due on the relevant payment date(s).

If the Company terminates the Participant’s employment for cause after payment has been made, the Company has the right to reclaim and receive from the Participant any amounts already paid during the one year period before the date of the Participant’s termination of employment.

Date and Method of Payment

Prior to the beginning of each Plan Cycle, Participants must complete a payment distribution election form. The Participant elects both the date when payments are to begin and the method of payment. These elections are irrevocable.

Date

Participants may elect to receive account balances according to the set payment schedule (see above) or they may elect to defer payments beyond the set payment schedule to a future date.

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Method of Payment

There are two methods of payment available: lump sum or annual installments that will pay in a minimum of two (2) years to a maximum of ten (10) years.

ü Lump Sum Payment — the vested account balance will be paid in a lump sum on the pre-selected date on file with the Company.

ü Annual Installment Payment — the vested account balance will be paid in annual installments beginning on the pre-selected date.

Change of Control

In the event of a Change of Control, each Participant’s LTIP Balance will vest and be distributed as soon as practicable following such Change of Control.

Each Participant should refer to his/her individual, signed Change of Control Agreement for full details.

Limitations

An Eligible Employee may participate in a maximum of three concurrent Plan Cycles at any given time.

Exclusion

Participation is the Plan is not a right but a privilege subject to annual review by the Committee. The Committee reserves the right, at its sole and absolute discretion, to withhold payment from any Participant who violates or who has violated any Company principle or policy, even if there are no documented performance issues in the Participant’s personnel file.

Plan Administration

The Compensation Committee shall have full power and authority to construe, interpret and administer the Plan. All decisions, actions or interpretations related to the Plan are the responsibility of the Compensation Committee, subject to the Compensation Committee’s sole and absolute discretion, and shall be final, conclusive and binding on all parties.

The Committee is responsible for designating Participants; setting goals; reviewing results and proposed payments and approving cash payouts.

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In the event a Participant is not actively employed by the Company the Committee has the authority to accelerate vesting and to approve a lump sum distribution of all or a pro-rata portion of earned cash payouts.

The Compensation Committee has the right to amend or terminate the Plan, although it cannot rescind any payments already granted to a Participant so long as that person is employed by the Company, and is qualified under the terms of the Plan.

General Provisions

Non-Transferable - A Participant’s rights under this Plan may not be sold, pledged, assigned or transferred in any manner, except if required by the laws of descent and distribution (transfers of earned compensation at death through wills or intestate transfers).

No Right to Employment - Nothing in this Plan shall be construed as an agreement by Ryder to employ an employee for a specific period of time, or to change the at-will status of any employee.

Plan Funding & Security - Amounts allocated to the Plan are general liabilities of Ryder and will be funded in a Rabbi Trust, which is an irrevocable trust used to fund deferred compensation benefits for key employees. The primary purpose of a Rabbi Trust is to provide and protect nonqualified plan assets, guaranteeing that funds will be available when promised, except in the case of bankruptcy.

In the event of bankruptcy, the assets of the Trust are subject to the claims of general creditors, but are inaccessible to the Company for discretionary use. In the event that the Company becomes insolvent, each Participant will be an unsecured general creditor of the Company. Your claim against the assets of the Company will be considered in sequence with the claims of other general creditors of the Company.

-7-

EX-10.6 7 g95277exv10w6.htm AMENDMENT AGREEMENT NO.1 TO REVOLVING CREDIT AGREEMENT exv10w6

Exhibit 10.6

AMENDMENT AGREEMENT NO. 1

to that certain

REVOLVING CREDIT AGREEMENT

This AMENDMENT AGREEMENT NO. 1 (this “Amendment”), dated as of May 11, 2005, relates to that certain Revolving Credit Agreement dated as of May 11, 2004 (as amended and in effect from time to time, the “Credit Agreement”) by and among (a) RYDER SYSTEM, INC. (“Ryder”), RYDER TRUCK RENTAL HOLDINGS CANADA LTD. (“Ryder Holdings Canada”), RYDER TRUCK RENTAL CANADA LTD. (“Ryder Canada Limited” and together with Ryder Holdings Canada, the “Canadian Borrowers”), RYDER PLC (“Ryder PLC”), RYDER SYSTEM HOLDINGS (U.K.) LIMITED (“RSH” and together with Ryder PLC, the “U.K. Borrowers”), RYDER PUERTO RICO, INC. (“Ryder PR”), (b) the lending institutions identified as Banks therein, (c) FLEET NATIONAL BANK, as administrative agent for the Banks (the “Administrative Agent”), (d) CITICORP USA, INC., as syndication agent thereunder (the “Syndication Agent”), (e) BANK OF TOKYO-MITSUBISHI TRUST COMPANY, MIZUHO CORPORATE BANK, LTD., ROYAL BANK OF SCOTLAND PLC and WACHOVIA BANK, N.A., each a documentation agent thereunder (each a “Co-Documentation Agent” and collectively, the “Co-Documentation Agents”), (f) ROYAL BANK OF CANADA, as Canadian agent for the Banks (the “Canadian Agent”), and (g) ROYAL BANK OF SCOTLAND PLC, as United Kingdom agent for the Banks (the “U.K. Agent”).

WHEREAS, Each of Ryder, the Canadian Borrowers, the U.K. Borrowers and Ryder PR (collectively, the “Borrowers”) have requested that the Administrative Agent and the Banks agree, and the Administrative Agent and the Banks have agreed, on the terms and subject to the conditions set forth herein, to amend certain of the terms and provisions of the Credit Agreement;

NOW, THEREFORE, the parties hereto hereby agree as follows:

§1. Defined Terms . Capitalized terms which are used herein without definition and which are defined in the Credit Agreement shall have the same meanings herein as in the Credit Agreement.

§2. Amendments to the Credit Agreement.

(a) Maturity Date. The definition of “Maturity Date” in Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “Maturity Date” set forth therein in its entirety and substituting in lieu thereof the following new definition:

“Maturity Date. May 11, 2010.”

-2-

(b) Pricing Table. The definition of “Pricing Table” set forth in Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “Pricing Table” set forth therein in its entirety and substituting in lieu thereof the following new definition:

“Pricing Table. With respect to Domestic Loans, Canadian Loans, U.K. Loans, PR Loans, Bankers’ Acceptances, Letters of Credit, Letter of Credit Fees, Domestic Commitments, Canadian Commitments, U.K. Commitments and PR Commitments, on each day the Applicable Acceptance Fee Rate, Applicable Facility Fee Rate, and Applicable Margin shall be as set forth in the table below (expressed in basis points per annum) based on the Senior Public Debt Ratings in effect on such day and shall correspond to the highest level in such table at which the Senior Public Debt Ratings threshold shall be satisfied. If at any time there is a split among ratings of S&P, Fitch and Moody’s such that all three ratings fall in different Levels in the table below, the Applicable Acceptance Fee Rate, Applicable Facility Fee Rate, and Applicable Margin shall be determined by the rating that is neither the highest nor the lowest of the three ratings, and, if at any time there is a split among ratings of S&P, Fitch and Moody’s such that two of such ratings are in one Level in the table below (the “Majority Level”) and the third rating is in a different Level, the Applicable Acceptance Fee Rate, Applicable Facility Fee Rate, and Applicable Margin shall be determined by the rating at the Majority Level. In the event that a Senior Public Debt Rating is not available from any one of S&P, Moody’s or Fitch, the Applicable Acceptance Fee Rate, Applicable Facility Fee Rate, and Applicable Margin shall be as set forth in the table below (expressed in basis points per annum) based on the Senior Public Debt Ratings of S&P, Moody’s and Fitch that are available and in effect on such day and shall correspond to the highest level in such table at which the Senior Public Debt Ratings threshold shall be satisfied; provided that (i) in the event of a one step split rating by S&P, Moody’s and Fitch, as the case may be, the higher step rating shall apply and (ii) in the event of a two or more step split rating by S&P, Moody’s and Fitch, as the case may be, the step rating that is one step above the lower rating shall apply. In the event that a Senior Public Debt Rating is not available from Fitch and one of S&P or Moody’s, the Applicable Acceptance Fee Rate, Applicable Facility Fee Rate, and Applicable Margin shall be as set forth in the table below (expressed in basis points per annum) based on the Senior Public Debt Ratings available from S&P or Moody’s, as the case may be, in effect on such day and shall correspond to the highest level in such table at which the Senior Public Debt Ratings threshold shall be satisfied. In the event that neither S&P nor Moody’s has a Senior Public Debt Rating available, the Applicable Acceptance Fee Rate, the Applicable Facility Fee Rate, and the Applicable Margin shall be as set forth in Level VI in the table below. Adjustments to the Applicable Acceptance Fee Rate, the Applicable Facility Fee Rate, and the Applicable Margin shall be made on, and shall be effective as of, the day of any adjustment in the Senior Public Debt Rating.

Applicable

Senior Public Debt

Applicable Facility

Applicable

Acceptance

Level

Rating

Fee Rate

Margin

Fee Rate

greater than or equal to
A/A2

8.00

24.00

greater than or equal to
A-/A3

9.00

30.00

III

greater than or equal to
BBB+/Baa1

11.00

36.50

-3-

Applicable

Senior Public Debt

Applicable Facility

Applicable

Acceptance

Level

Rating

Fee Rate

Margin

Fee Rate

greater than or equal to
BBB/Baa2

12.50

50.00

greater than or equal to
BBB-/Baa3

17.50

67.50

less than
BBB-/Baa3

25.00

90.00

(c) Receivables Purchase Agreement. The definition of “Receivables Purchase Agreement” in Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “Receivables Purchase Agreement” set forth therein in its entirety and substituting in lieu thereof the following new definition:

“Receivables Purchase Agreement. Collectively, any trade receivables purchase and sale facilities and/or other receivables purchase agreements permitted pursuant to §9.3 the terms and conditions of which are either (a) substantially similar in all material respects to those provided for in the Trade Receivables Purchase and Sale Facility, dated April 17, 2001, among Ciesco L.P., Thunder Bay Funding Inc., Citicorp North America Inc. (“Citicorp”), Royal Bank of Canada and Ryder Receivables Funding, L.L.C. or (b) have been consented to by the Administrative Agent, such consent not to be unreasonably withheld, in either case, whether characterized as sales agreements or security agreements.”

(d) Senior Public Debt Ratings. The definition of “Senior Public Debt Ratings” set forth in Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “Senior Public Debt Ratings” set forth therein in its entirety and substituting in lieu thereof the following new definition:

“Senior Public Debt Ratings. The rating(s) of Ryder’s public unsecured long-term senior debt, without third party credit enhancement, issued by Fitch, Moody’s and/or S&P; or, in the event no such debt of Ryder is outstanding or if such debt shall be outstanding but shall not be rated by Fitch, S&P or Moody’s, the rating(s) of this credit facility issued by Fitch, Moody’s and/or S&P (or, if Fitch, Moody’s and S&P do not exist, another nationally recognized rating agency) upon request of Ryder.”

(e) Utilization Fee. Section 2.2(e) of the Credit Agreement is hereby amended by deleting the reference to “one-third (1/3)” therein and substituting in lieu thereof a reference to “one-half (1/2)”.

(f) Events of Default. Sections 13.1(f),(i),(j) and (k) of the Credit Agreement are each hereby amended by deleting each reference to “$50,000,000” set forth therein and substituting a reference to “$75,000,000” in lieu thereof.

§3. Affirmation, Acknowledgment of the Borrowers . Each of the Borrowers hereby affirms and acknowledges to the Banks as follows:

(a) Each of the Borrowers hereby ratifies and confirms all of its Obligations to the Banks, including, without limitation, the Loans, and each of the Borrowers hereby affirms its absolute and unconditional promise to pay to the Banks the Loans and all other amounts due under the Credit Agreement as amended hereby.

-4-

(b) Ryder hereby acknowledges the provisions of this Amendment and hereby reaffirms its absolute and unconditional guaranty of the payment and performance of the Obligations by Ryder PR, the Canadian Borrowers and the U.K. Borrowers as more fully described in Section 5 of the Credit Agreement.

§4. Representations and Warranties. Each of the Borrowers hereby represents and warrants to the Banks as follows:

(a) The execution and delivery of this Amendment, and the performance by each of the Borrowers of its obligations and agreements under this Amendment and the Credit Agreement as amended hereby, are within the corporate authority of each of the Borrowers, have been duly authorized by all necessary corporate proceedings on behalf of each of the Borrowers, and do not and will not materially contravene any provision of law, statute, rule or regulation to which any of the Borrowers is subject or any of their charters, other incorporation papers, by-laws or any stock provisions or any amendments thereof or of any material agreements or other material instruments binding upon any of the Borrowers.

(b) This Amendment and the Credit Agreement as amended hereby constitute legal, valid and binding obligations of each of the Borrowers, enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights.

(c) No approval or consent of, or filing with, any governmental agency or authority is required to make valid and legally binding the execution, delivery or performance by each of the Borrowers of this Amendment or the Credit Agreement as amended hereby other than those already obtained.

(d) The representations and warranties contained in §7 of the Credit Agreement are true and correct at and as of the date hereof and thereof, except to the extent of changes resulting from transactions contemplated or permitted by the Credit Agreement and the other Loan Documents and changes occurring in the ordinary course of business that singly or in the aggregate are not materially adverse, and to the extent that such representations and warranties relate expressly to an earlier date.

(e) Each of the Borrowers has performed and complied in all material respects with all the terms and conditions herein required to be performed or complied with prior to or at the time hereof, and as of the date hereof, after giving effect to the provisions hereof, there exists no Default or Event of Default.

§5. Effectiveness. This Amendment shall be deemed to be effective as of May 11, 2005 (the “Effective Date”), subject to the satisfaction of the following conditions precedent:

(a) the receipt by the Administrative Agent of a fully executed counterpart hereof signed by each of Ryder, the Canadian Borrowers, the U.K. Borrowers, Ryder PR, the Administrative Agent and each of the Banks;

(b) the receipt by the Administrative Agent of certificates of an appropriate officer of each of the Borrowers, dated as of the date hereof, as to (i) the charter documents and by-laws, each as amended, or a certificate of an appropriate officer of each of the Borrowers certifying that there have been no amendments or other changes to the charter documents and by-laws since the Closing Date of the Credit

-5-

Agreement, (ii) the corporate actions authorizing the execution, delivery, and performance hereof, and (iii) the names, titles, incumbency, and specimen signatures of the officers of each of the Borrowers authorized to sign this Amendment on behalf of such entity;

(c) the receipt by the Administrative Agent of legal existence and good standing certificates issued by the appropriate public officials as to each of the Borrowers, and such other certificates, documents, or instruments with respect to this Amendment and the other Loan Documents as the Administrative Agent or the Banks may reasonably request;

(d) the receipt by the Administrative Agent of a favorable legal opinion of counsel from (i) Ryder Law Department, United States counsel to the Ryder and Ryder PR and (ii) Ryder Law Department, United Kingdom counsel to the U.K. Borrowers, in each case, addressed to the Administrative Agent and the Banks, dated as of the date hereof, in form and substance satisfactory to the Administrative Agent;

(e) the receipt by the Administrative Agent and Banc of America Securities, LLC and Citigroup Global Markets Inc., as joint lead arrangers of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable legal fees and expenses) for which invoices have been presented which have been incurred or sustained by the Administrative Agent or Banc of America Securities, LLC and Citigroup Global Markets Inc. in connection with this Amendment and the Credit Agreement;

(f) the receipt by the Administrative Agent, for the pro rata accounts of each of the Banks, of an amendment fee equal to five basis points (0.05%) of the Total Commitment; and

(g) all proceedings in connection with the transactions contemplated by this Amendment and all documents incident thereto shall be reasonably satisfactory in substance and form to the Administrative Agent, and the Administrative Agent shall have received all information and such counterpart originals or certified or other copies of such documents as the Administrative Agent may reasonably request.

§6. Miscellaneous Provisions .

(a) This Amendment shall constitute a Loan Document. Except as otherwise expressly provided by this Amendment, all of the terms, conditions and provisions of the Credit Agreement shall remain the same. It is declared and agreed by each of the parties hereto that the Credit Agreement, as amended hereby, shall continue in full force and effect, and that this Amendment and the Credit Agreement shall be read and construed as one instrument.

(b) This Amendment shall be construed according to and governed by the laws of the State of New York.

(c) This Amendment may be executed in any number of counterparts, but all such counterparts shall together constitute but one instrument. In making proof of this Amendment it shall not be necessary to produce or account for more than one counterpart signed by each party hereto by and against which enforcement hereof is sought. Delivery of an executed signature page of this Amendment by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart thereof.

-6-

(d) Headings or captions used in this Amendment are for convenience of reference only and shall not define or limit the provisions hereof.

(e) The Borrowers hereby agree to pay to the Administrative Agent, on demand by the Administrative Agent, all reasonable out-of-pocket costs and expenses incurred or sustained by the Administrative Agent in connection with the preparation of this Amendment (including reasonable legal fees and expenses).

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.


		RYDER SYSTEM, INC.

		By:		/s/ W. Daniel Susik

				Name: W. Daniel Susik
				Title: Sr. Vice President & Treasurer


		RYDER TRUCK RENTAL
		HOLDINGS CANADA LTD.

		By:		/s/ W. Daniel Susik

				Name: W. Daniel Susik
				Title: SVP and Treasurer


		RYDER TRUCK RENTAL
		CANADA LTD.

		By:		/s/ W. Daniel Susik

				Name: W. Daniel Susik
				Title: VP and Teasurer


		RYDER PLC

		By:		/s/ W. Daniel Susik

				Name: W. Daniel Susik
				Title: SVP and Treasurer


		RYDER SYSTEM HOLDINGS
		(U.K.) LIMITED

		By:		/s/ W. Daniel Susik

				Name: W. Daniel Susik
				Title: SVP and Treasurer


		RYDER PUERTO RICO, INC.

		By:		/s/ W. Daniel Susik

				Name: W. Daniel Susik
				Title: VP and Treasurer


		FLEET NATIONAL BANK,
		individually and as Administrative Agent

		By:		/s/ Judith A. Huckins

				Name: Judith A. Huckins
				Title: Authorized Officer


		CITICORP USA, INC., individually
		and as Syndication Agent

		By:		/s/ Illegible

				Name: Illegible
				Title: Vice President


		JPMORGAN CHASE BANK,

		By:		/s/ Karen M. Sharf

				Name: Karen M. Sharf
				Title: Vice President


		JPMORGAN CHASE BANK,
		TORONTO BRANCH

		By:		/s/ Drew McDonald

				Name: Drew McDonald
				Title: Vice President


		ROYAL BANK OF CANADA

		By:		/s/ Barton Lund

				Name: Barton Lund
				Title: Authorized Signatory


		ROYAL BANK OF CANADA, as
		Canadian Agent

		By:		/s/ David Wheatley

				Name: David Wheatley
				Title: Manager Agency


		MIZUHO CORPORATE BANK,
		LTD., individually and as Co-
		Documentation Agent

		By:		/s/ Robert Gallagher

				Name: Robert Gallagher
				Title: Senior Vice President & Team Leader


		MIZUHO CORPORATE BANK
		(CANADA)

		By:		/s/ W. M. McFarland

				Name: W. M. McFarland
				Title: Vice President


		CITIBANK, N.A., Canadian Branch, as
		Canadian Bank

		By:		/s/ Adeel Kheraj

				Name: Adeel Kheraj
				Title: Authorized Signer


		BANK OF TOKYO-MITSUBISHI
		TRUST COMPANY, individually and
		as Co-Documentation Agent

		By:		/s/ Lillian Kim

				Name: Lillian Kim
				Title: Vice President


		DRESDNER BANK AG, NEW
		YORK & GRAND CAYMAN
		BRANCHES

		By:		/s/ Mark van der Griend

				Name: Mark van der Griend
				Title: Managing Director

		By:		/s/ Joanna Solowski

				Name: Joanna Solowski
				Title: Director


		DEUTSCHE BANK AG, NEW
		YORK BRANCH

		By:		/s/ Wolfgang Winter

				Name: Wolfgang Winter
				Title: Managing Director

		By:		/s/ Illegible


				Name:
				Title:


		WACHOVIA BANK, N.A.,
		individually and as Co-Documentation
		Agent

		By:		/s/ Douglas T. Davis

				Name: Douglas T. Davis
				Title: Director


		U.S. BANK

		By:		/s/ Michael P. Dickman

				Name: Michael P. Dickman
				Title: Vice President


		KBC BANK N.V.

		By:		/s/ Eric Raskin

				Name: Eric Raskin
				Title: Vice President

		By:		/s/ Robert Snauffer

				Name: Robert Snauffer
				Title: First Vice President


		ROYAL BANK OF SCOTLAND
		PLC

		By:		/s/ Maria Amaral-LeBlanc

				Name: Maria Amaral-LeBlanc
				Title:Senior Vice President


		ROYAL BANK OF SCOTLAND
		PLC, as U.K. Agent and as Co-
		Documentation Agent

		By:		/s/ Maria Amaral-LeBlanc

				Name: Maria Amaral-LeBlanc
				Title: Senior Vice President


		BANK OF AMERICA, N.A.

		By:		/s/ Judith A. Huckins

				Name: Judith A. Huckins
				Title: Authorized Officer


		BNP PARIBAS

		By:		/s/ Craig Pierce

				Name: Craig Pierce
				Title: Vice President

		By:		/s/ Brad Ellis

				Name: Brad Ellis
				Title: Associate

GRAPHIC 8 g95277g9527700.gif GRAPHIC begin 644 g95277g9527700.gif M1TE&.#EA+0%>`/<``````(````"``("`````@(``@`"`@,#`P,#/CX^KJZO'Q\?CX^/_[\*"@I("`@/\```#_ M`/__````__\`_P#______RP`````+0%>```(_@#_"1Q(L*#!@P@3*ES(L*'# MAQ`C2IQ(L:+%BQ@S:MS(L:/'CR!#BAQ)LJ3)DRA3JES)LJ7+ES!CRIQ)LZ;- MFSASZMS)LZ?/GT"#"AU*M*C1HTB3*LUX@!X]@[UZ`9E*M:K5JUBKIDGSYLVM M6_7J$:64->NMI6@;-GU:,&K9MW"G;NWZ->S8N%7/IE4*#]Z]>_CP39C@P(&" MPWT-3IJ$MS'>7D/?.`8">6_2OG\##RY\6$'B@HLGB\9:.:ADQZ4M_Y0G3S/G MSH<'!W[W3A["KJ-S5[4+-,UDU4)9NS8,6X%L?+1M'\2M6S?OG[X=`]])6YVZ MUYV'#`G\^6'S[Y0H_OT,ZWCK=)W5KQ//OAU?=X??FX3?ORMYQ^``E94X(&Y-=C3@GAIB)]P^%C7 M7W$DEFCBB23^%Z!3&G&(H6,>[A1:8U$Y*!"((DJ(XHX\FJBB@`->Y.*+'4[R MTXR/I69C0:S]U<9_/499HG9_@81D8Q98(%!8X8TVGT];.?;G85P9%=^@M437J MZ*-*#E0@I)1&-2:776TUUQOA\6;?0F%]M9BFI':U6(T*B;K8JJRNBJI`_E\Q M!P2B*O45H'H\!G92;J_^0QZ16"%D:%R\70G7D&]U=5!4LDZV5:\#P3A)6,-2 M92=*MK:#ZXZZFL1K:K\":Y6PBA(KUC_&OH5L6#$U M"1@^VI'87G+*<;1N7`9E*=HMHAGTU:+UBFN5G6'!^UUJ`Y/62[55R/%]F86SG--=1G23V0_MAR> MKY0X!"4RKI#CVD(.^\>3OU/Y0I<[K/G>=P?KNDL> M%Q=@1:P-JEF*$%@G>T&=1KA86B#^I_^L;_CY`GT^58/= MP^4(]$.4.#U%U1]P?7'_T=X[#E(_T7P/7P5Q'US(=S+SH0\O65*@^00B0:QL MY5SR`P+]E">:^Z'D=26R#DBL%R+U[.<@Q\-*G`B'L/']XT(W,QY7U3&,T9%C6]A(P=WEM1O*ZIK MI=6`MT,&Q8]X<8G1U19)%2R.+CR]RXK&5C)+$]62);=,0RZ)>4?N$5-P5#RC M,#EG3,PA\S2H@PEK=C23^O4*D7A174&2F9MS/?(JO4IE630G2C1RKHPO_ADG MBLI)3:J3^A2E6:%),T^$MI8,3D9C>'V()A5J]=\:P'@DG6XE.71]E3RK40% M%HT$_*[.EE57<76UMIBKD=Z\FM<3;3+@:@)@%`DXD"4I<,D.;-N#*-B& MFDW(?HL44@WK!E6>#:Y-:".E_PQX)"9^[!$1?)#3O@6G"1FD9.55N-%D:4Q, MA"!.1H0B[:#D%J1*LI*W@D^"3'/)4-:8CJG8D`+-#)>.F!3.H)QD/25T5-=, M0WAPK#(N+YFX+R'R_HF,?!(DFUG)3:[BFY4LY1@OE M$IAW..8^'L3-?\8C3EB$J.EY&AX[&D@D;[* MI!M2Z9-<>JZ&_O0_(B>E;MD(J)"$J*J7PNHHN=I!L+Y*G&=]%-:HF4>%B=MY M5+O0W/(:*;[6492"[2!B._78EOE+H&`S&*7M99#+A+91I#WMV$S`VFG!-IJU M791-=UL!;%H*YZY*[J68N]OI5LJZC=UNI?Q%V=,NS'[""I0@([3>>[GWN=OF M@'V+K-\=!KAJY!&]@*KTK6"K>,4[[H)M_SF(WEY_F*^HYG77-@X#SI):/-K MGGO<`3-OPVS>,:BU>*0O3?M,#0W6K M7]U!M('YUF/^'^T,YNV#LT\G[3M?N]';/@2XOUWNQNU1W>V.'WCD M2.^(9SL$"*]JPV\K\9#O]G\8#^WT1/[R4;(YY?=D>#WO;U;)W[5U7'\=H1>^=@_2%_$*`Z/07&_^TT7^\&S3_Z*;!_\ 9Z$]_U,5?_O:[__WPC[_\YT__^@,E(```.S\_ ` end -----END PRIVACY-ENHANCED MESSAGE-----

Table of Contents

Table of Contents

Table of Contents

Table of Contents

	•	extends the maturity date of the facility from May 11, 2009 to May 11, 2010;

	•	lowers the interest rate margins applicable to floating rate loans;

	•	lowers the fee applicable to letters of credit issued under the facility;

	•	lowers the facility fee;

	•	adds Fitch Investors Services, Inc. as a rating agency under the facility;

	•	for purposes of determining whether a facility utilization fee is payable, increases the amount that must be outstanding under the facility from 33% to 50% of the total commitment;

	•	increases the threshold amounts for certain events of default from $50,000,000 to $75,000,000; and

	•	amends the definition of receivables purchase agreements for purposes of determining compliance with certain covenants contained in the credit agreement.

	1.	*General*. The Option represents the right to purchase Shares on the terms and conditions set forth herein and in the Plan, the applicable terms, conditions and other provisions of which are incorporated by reference herein. A copy of the Plan and the documents that constitute the “Prospectus” for the Plan under the Securities Act of 1933, have been delivered to the Participant prior to or along with delivery of the Notification Letter. In the event there is an express conflict between the provisions of the Plan and those set forth in these terms and conditions, the terms and conditions of the Plan shall govern.

	2.	*Exercisability of Option*. Subject to Sections 4 and 5 below, the Option shall vest and become exercisable pursuant to the vesting schedule set forth in the Notification Letter and shall remain exercisable until the expiration date set forth in the Notification Letter, or such other expiration date designated by the Committee pursuant to Section 7 of the Plan (the “Expiration Date”).

	3.	*Exercise Procedures.* The Option, to the extent exercisable, may be exercised by delivering to the Company at its principal executive offices written notice of intent to exercise in a form satisfactory to the Company. Such notice shall (i) specify the number of Shares for which the Option is being exercised (which shall be whole Shares only), (ii) be signed by the person exercising the Option and (iii) be accompanied by (A) payment in full of the aggregate exercise price in respect of such Shares and (B) such representations, warranties and covenants as the Company may reasonably require. Payment of the aggregate exercise price and applicable withholding taxes may be made (i) in cash or its equivalent, or (ii) by tendering to the Company Shares already owned by the Participant having a Fair Market Value on the trading day immediately preceding the date of exercise equal to the aggregate exercise price, or (iii) by a combination of the foregoing methods.

	4.	*Termination of Option; Forfeiture.* Notwithstanding the vesting and expiration dates set forth in the Notification Letter, the Option will terminate upon or following the termination of the Participant’s employment with the Company and its Subsidiaries as described below. For purposes of these terms and conditions, a Participant shall not be deemed to have terminated his or her employment with the Company and its Subsidiaries if he or she is then employed by the Company or another Subsidiary without a break in service.

		than the Expiration Date), provided that if the Participant dies during such 90 day period, such portion of the Option will terminate no earlier than 12:01a.m. on the first anniversary of the date of death (but not later than the Expiration Date) and provided further that, if, upon such termination, the Participant is entitled to severance benefits in the form of salary continuation, then the unvested portion of the Option will terminate at 12:01 a.m. on the 91st day following the date that salary continuation is no longer payable to the Participant (but not later than the Expiration Date).

	(b)	Retirement: The unvested portion of the Option will immediately terminate on the Participant’s Retirement date, and the vested portion of the Option will terminate upon the Expiration Date.

	(c)	Death: The unvested portion of the Option will immediately terminate on the date of death, and the vested portion of the Option will expire upon the Expiration Date. Following the Participant’s death, the right to exercise such vested portion will pass to the Participant’s Beneficiary.

	(d)	Disability: The unvested portion of the Option that would otherwise have become vested during the 3 years following Disability will continue to vest as scheduled. The vested portion of the Option, including the portion that becomes vested pursuant to the preceding sentence, will expire upon the Expiration Date.

	(e)	Termination for Cause: The entire Option, including the vested portion, will terminate immediately upon the Participant’s termination of employment. To the extent the Participant exercised any portion of the Option during the one year period immediately prior to the date of such termination of employment for Cause, the Company shall have the right to reclaim and receive from the Participant all Shares delivered to the Participant upon such exercise, or to the extent the Participant has transferred such Shares, the equivalent value thereof in cash, and in each case upon receipt thereof, the Company shall return the exercise price paid by the Participant.

	(f)	Proscribed Activity: If, during the Proscribed Period but prior to a Change in Control, the Participant engages in a Proscribed Activity, then the Company shall have the right to reclaim and receive from the Participant all Shares delivered to the Participant upon the exercise of the Option during the one year period immediately prior to, or at any time following, the date of the Participant’s termination of employment, or to the extent the Participant has transferred such Shares, the equivalent value thereof in cash, and in each case upon receipt thereof, the Company shall return the exercise price paid by the Participant.

		Participant shall be treated as if he or she had remained employed with the Company until the date of the Change in Control.

	6.	*Withholding Taxes.* The Option will be treated as a non-qualified stock option, and therefore the difference between the Fair Market Value of the Shares subject to the Option on the date of exercise and the exercise price of the Option will be treated as wages and subject to withholding taxes and reporting. The Option may not be exercised unless the Participant makes arrangements satisfactory to the Company to ensure that its withholding tax obligations will be satisfied.

	7.	*Definitions*.

	(a)	“Cause” shall have the meaning set forth in any individual, valid, written agreement between the Participant and the Company or any Subsidiary, or, if none exists, shall mean a determination of “Just Cause” under the Ryder Severance Plan, as in effect on the date of grant of the Option. Notwithstanding the foregoing, during the three year period following a Change in Control, in no event shall a failure to meet performance expectations constitute Cause unless such failure was willful.

	(b)	“Change in Control” occurs when:

	(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 the Company’s outstanding voting securities ordinarily having the right to vote for the election of directors of the Company; 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 the Company 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) below; or

	(ii)	the individuals who, as of August 18, 1995, constituted the Board of Directors of the Company (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 the Company (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 the Company’s outstanding Shares and outstanding voting securities ordinarily having the right to vote for the election of directors of the Company 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 the Company or all or substantially all of the Company’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 the Company’s outstanding Shares and outstanding voting securities ordinarily having the right to vote for the election of directors of the Company, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan or plans (or related trust) of the Company 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 the Company approved by the shareholders; or

	(v)	there is a sale of all or substantially all of the assets of the Company.

	(c)	“Disability” means an illness or injury that entitles the Participant to long-term disability payments under the Company’s Long Term Disability Plan, as in effect from time to time.

	(d)	“Proscribed Activity” means any of the following:

	(i)	the Participant’s breach or violation of (A) any written agreement between the Participant and the Company or any of its Subsidiaries, including any agreement relating to nondisclosure, noncompetition, nonsoliciation and/or nondisparagement, or (B) any legal obligation it may have to the Company;

	(ii)	the Participant’s direct or indirect unauthorzied use or disclosure of confidential information or trade secrets of the Company or any Subsidiary, 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;

	(iii)	the Participant’s direct or indirect engaging or becoming a partner, director, officer, principal, employee, consultant, investor, creditor or stockholder in/for any business, proprietorship, association, firm or corporation not owned or controlled by the Company or its Subsidiaries which is engaged or proposes to engage in a business competitive directly or indirectly with the business conducted by the Company or its Subsidiaries in any geographic area where such business of the Company or its Subsidiaries is conducted, provided that the Participant’s investment in one percent (1%) or less of the outstanding capital stock of any corporation whose stock is listed on a national securities exchange shall not be treated as a Proscribed Activity;

	(iv)	the Participant’s direct or indirect, either on the Participant’s own account or for any person, firm or company, soliciting, interfering with or inducing, or attempting to

		induce, any employee of the Company or any of its Subsidiaries to leave his or her employment or to breach his or her employment agreement;

	(v)	the Participant’s direct or indirect taking away, interfering with relations with, diverting or attempting to divert from the Company or any Subsidiary any business with any customer of the Company or any Subsidiary, including (A) any customer that has been solicited or serviced by the Company within one (1) year prior to the date of termination of Participant’s employment with the Company and (B) any customer with which the Participant has had contact or association, or which was under the supervision of Participant, or the identity of which was learned by the Participant as a result of Participant’s employment with the Company;

	(vi)	the Participant’s making of any remarks disparaging the conduct or character of the Company or any of its Subsidiaries, or their current or former agents, employees, officers, directors, successors or assigns; or

	(vii)	the Participant’s failure to cooperate with the Company or any Subsidiary, for no additional compensation (other than reimbursement of expenses), in any litigation or administrative proceedings involving any matters with which the Participant was involved during the Participant’s employment with the Company or any Subsidiary.

	(e)	“Proscribed Period” means the period beginning on the date of termination of Participant’s employment and ending on the later of (A) the one year anniversary of such termination date or (B) if the Participant is entitled to severance benefits in the form of salary continuation, the date on which salary continuation is no longer payable to the Participant.

	(f)	“Retirement” means retirement under the provisions of the Ryder System, Inc. Retirement Plan, or any successor pension plan maintained by the Company, in each case as in effect from time to time.

	1.	*General*. Each RSR represents the right to receive one Share on a future date on the terms and conditions set forth herein and in the Plan, the applicable terms, conditions and other provisions of which are incorporated by reference herein. A copy of the Plan and the documents that constitute the “Prospectus” for the Plan under the Securities Act of 1933, have been delivered to the Participant prior to or along with delivery of the Notification Letter. In the event there is an express conflict between the provisions of the Plan and those set forth in these terms and conditions, the terms and conditions of the Plan shall govern.

	2.	*Delivery of Shares*. Subject to Section 3 and 4 below, the RSRs will vest pursuant to the vesting schedule set forth in the Notification Letter, provided the Participant is, on the relevant vesting date, and has been from the date of grant of the RSRs to the relevant vesting date, continuously employed by the Company or one of its Subsidiaries. For purposes of these terms and conditions, the Participant shall not be deemed to have terminated his or her employment with the Company and its Subsidiaries if he or she is then employed by the Company or another Subsidiary without a break in service.

		Upon vesting, a share certificate evidencing the Shares subject to the vested RSRs will be issued in the name of the Participant and delivered to the Participant at the Participant’s address on file with the Company on the vesting date, provided that the Participant may request to receive delivery of the shares either by transfer of the Shares to a broker or by depositing the Shares in an account with the Company’s transfer agent, by delivering to the Company a written election form satisfactory to the Company specifying such alternate delivery instructions.

	3.	*Termination of RSRs; Forfeiture.* The RSRs will terminate upon or following the termination of the Participant’s employment with the Company and its Subsidiaries as described below.

	(b)	Death, Disability or Retirement: A prorated portion of the RSRs shall vest, calculated as follows: (A) the total number of RSRs awarded, multiplied by a fraction (and rounded down to the nearest whole Share), the numerator of which shall be the number of days from the date of grant of the RSRs to the date of death, Disability or Retirement, as the case may be, and the denominator of which shall be the number of days from the date of grant of the RSRs to the last scheduled vesting date for the RSRs set forth in the Notification Letter, less (B) the number of RSRs already vested at the time of the Participant’s death, Disability or Retirement, as the case may be. Shares equal to the prorated number of RSRs that so vest will be delivered to the Participant (or his or her Beneficiary, in the event of death) as soon as practicable following the date of death, Disability or Retirement, as the case may be.

	(c)	Proscribed Activity: If, during the Proscribed Period but prior to a Change in Control, the Participant engages in a Proscribed Activity, then the Company shall have the right to reclaim and receive from the Participant all Shares delivered to the Participant upon the vesting of any RSRs during the one year period immediately prior to, or at any time following, the date of the Participant’s termination of employment, or to the extent the Participant has transferred such Shares, the equivalent value thereof in cash.

	4.	*Change in Control*. Notwithstanding anything contained herein to the contrary, unless otherwise determined by the Committee prior to a Change in Control, all outstanding RSRs will become fully vested immediately prior to any such Change in Control, and all Shares subject to such RSRs will be delivered to the Participant at that time in accordance with Section 2 above. To the extent (i) Participant’s employment was terminated by the Company other than for Cause or Disability during the 12 month period prior to the Change in Control, (ii) during such 12 month period the Participant did not engage in a Proscribed Activity, and (iii) the Committee determines, in its sole and absolute discretion, that the decision related to such termination was made in contemplation of the Change in Control, then the Participant shall be treated as if he or she had remained employed with the Company until the date of the Change in Control.

	5.	*Rights as a Shareholder; Dividend Equivalents.* The Participant will not have the rights of a shareholder of the Company with respect to Shares subject to the RSRs until such Shares are actually delivered to the Participant. However, the Company will pay cash dividend equivalents with respect to each RSR at the same time and in the same amount as cash dividends are paid on a Share.

	6.	*Withholding Taxes.* RSRs will not be taxable until the Shares are delivered, provided that cash dividend equivalents will be taxable to the Participant as ordinary income, subject to wage-based withholding and reporting. The Shares when delivered will be taxable to the Participant at their then fair market value as ordinary income, subject to wage-based withholding and reporting. The Company will satisfy this withholding obligation by reducing the number of Shares to be delivered to the Participant in an amount sufficient to satisfy the withholding obligations (based on the Fair Market Value of the Shares on the day immediately prior to the vesting date for the related RSRs), provided that the Participant may elect to satisfy all or part of the withholding tax obligation in cash or its equivalent by (i) delivering to the Company a written election form satisfactory to the Company to that effect prior to the vesting date for the related RSRs and (ii) delivering the cash or cash equivalents to the Company no later than the vesting date for the related RSRs.

	7.	*Definitions*.

	(i)	the Participant’s breach of any written agreement between the Participant and the Company or any of its Subsidiaries, including any agreement relating to nondisclosure, noncompetition, nonsoliciation and/or nondisparagement;

	(ii)	the Participant’s direct or indirect unauthorzied use or disclosure of confidential information or trade secrets of the Company or any Subsidiary, 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;

	(iii)	the Participant’s direct or indirect engaging or becoming a partner, director, officer, principal, employee, consultant, investor, creditor or stockholder in/for any business, proprietorship, association, firm or corporation not owned or controlled by the Company or its Subsidiaries which is engaged or proposes to engage in a business competitive directly or indirectly with the business conducted by the Company or its Subsidiaries in any geographic area where such business of the Company or its Subsidiaries is conducted, provided that the Participant’s investment in one percent (1%) or less of the outstanding capital stock of any corporation whose stock is listed on a national securities exchange shall not be treated as a Proscribed Activity;

	(iv)	the Participant’s direct or indirect, either on the Participant’s own account or for any person, firm or company, soliciting, interfering with or inducing, or attempting to induce, any employee of the Company or any of its Subsidiaries to leave his or her employment or to breach his or her employment agreement;

	(v)	the Participant’s direct or indirect taking away, interfering with relations with, diverting or attempting to divert from the Company or any Subsidiary any business with any customer of the Company or any Subsidiary, including (A) any customer that has been solicited or serviced by the Company within one (1) year prior to the date of termination of Participant’s employment with the Company and (B) any customer with which the Participant has had contact or association, or which was under the supervision of Participant, or the identity of which was learned by the Participant as a result of Participant’s employment with the Company;

	(vi)	the Participant’s making of any remarks disparaging the conduct or character of the Company or any of its Subsidiaries, or their current or former agents, employees, officers, directors, successors or assigns; or

	1.	*General*. Each RSU represents the right to receive one Share on a future date on the terms and conditions set forth herein and in the Plan, the applicable terms, conditions and other provisions of which are incorporated by reference herein. A copy of the Plan and the documents that constitute the “Prospectus” for the Plan under the Securities Act of 1933, have been delivered to the Participant prior to or along with delivery of the Notification Letter. In the event there is an express conflict between the provisions of the Plan and those set forth in these terms and conditions, the terms and conditions of the Plan shall govern.

	2.	*Number of RSUs.* Each Director who is serving as such immediately following an annual meeting of shareholders of the Company (an “Annual Meeting”), starting with the 2005 Annual Meeting, shall receive an award of RSUs immediately following each such annual meeting for a number of Shares equal to (i) $80,000 divided by (ii) the average of the highest and lowest sales price of one Share on the day of such Annual Meeting as reported by the composite transaction reporting system for securities listed on the New York Stock Exchange.

	3.	*Timing of Delivery of Shares*. Actual delivery of the Shares relating to RSUs will occur upon, or as soon as practicable following, cessation of the Non-Employee Director’s service on the Board. If such cessation occurs prior to the Non-Employee Director completing one year of service on the Board, the Non-Employee Director’s right to the Shares will be forfeited, except if such cessation is on account of disability (as determined by the Board) or on account of death, in which case all of the Shares will be delivered to the Non-Employee Director (or his or her Beneficiary in the event of death). Notwithstanding the foregoing, should a Change in Control occur at a time when the Non-Employee Director is a member of the Board and as a result of such Change in Control all employee stock awards outstanding under the Plan become fully vested, the RSUs will become fully vested and to the extent such Change in Control constitutes a change in control within the meaning of Section 409A of the Internal Revenue Code, all of the Shares subject to RSUs then outstanding will be delivered to the Non-Employee Director immediately prior to such Change in Control.

	4.	*Form of Delivery of Shares.* With respect to each award of RSUs, a Non-Employee Director may elect, at the time the award is made, to receive delivery of the Shares in either one lump sum, or in annual installments over a period not less than 2 years or greater than 10 years, provided that a Non-Employee Director who fails to make an election with respect to any award at the time the award is made, shall be deemed to have elected to receive delivery of the Shares subject to such award in a

		lump sum. Notwithstanding the foregoing, Shares deliverable by reason of a Change in Control shall be delivered in a lump sum.

	5.	*Rights as a Shareholder; Dividends.* A holder of RSUs will not have the rights of a shareholder of the Company with respect to Shares subject to the RSUs until such Shares are actually delivered. However, with respect to all RSUs held by the Non-Employee Director, once per year the Company will credit the Non-Employee Director with dividend equivalents in respect of dividends declared on Shares during the prior year, in the form of additional RSUs based on the fair market value of the Shares on the dividend payment date, and such additional RSUs will be subject to the same terms and conditions as applicable to the RSUs on which they were credited.

	6.	*Definitions*.

	1.	*General*. The Award represents the right to receive a cash payment based on the attainment of certain financial performance goals, on the terms and conditions set forth herein, in the Notification Letter, and in the Plan, the applicable terms, conditions and other provisions of which are incorporated by reference herein. A copy of the Plan and the documents that constitute the “Prospectus” for the Plan under the Securities Act of 1933, have been delivered to the Participant prior to or along with delivery of the Notification Letter. In the event there is an express conflict between the provisions of the Plan and those set forth in these terms and conditions, the terms and conditions of the Plan shall govern.

	2.	*Financial Performance Goals; Performance Period*. The Award was made to provide additional emphasis on and incentive for the attainment by the Company of certain levels of net operating revenue growth, earning per share growth (excluding the effect of pension) and return on capital during the period beginning on April 1, 2005 through December 31, 2007 (the “Performance Period”).

		The performance goals (i.e., threshold, target and maximum amounts) and target payout amounts (expressed as a percentage of the Participant’s Eligible Base Salary for the twelve (12) month period ended December 31, 2005) are set forth in the Notification Letter. For purposes of the Award, Eligible Base Salary means the annual rate of pay for the twelve month period specified in the Notification Letter, excluding all other compensation paid to the Participant during the year, including but not limited to bonus, incentives, commissions, employee benefits, relocation expenses, and any imputed income for which the Participant may be eligible. As soon as practicable after the end of the Performance Period, the Committee will determine the attainment of the Performance Goals, to the extent applicable, in accordance with generally accepted accounting principles (“GAAP”), without regards to, (i) extraordinary items, (ii) changes in accounting methods, (iii) unusual or non-recurring items or (iv) the effect of pension, and such determination will be final and binding.

	3.	*Payment*. Subject to Section 5 below, amounts due under the Award will be payable in cash to the Participant six (6) months following the end of the Performance Period (the “Payment Date”), provided that the Participant is, on the Payment Date, and has been from the first day of the Performance Period through the Payment Date, continuously employed by the Company or a Subsidiary. For purposes of these terms and conditions, the Participant shall not be deemed to have terminated his or her employment with the Company and its Subsidiaries if he or she is then employed by the Company or another Subsidiary without a break in service.

	(a)	Resignation by the Participant or Termination by the Company or a Subsidiary: The Award will terminate and no amounts will be paid under the Award. If the Participant’s employment is terminated by the Company or a Subsidiary for Cause, then the Company shall have the right to reclaim and receive from the Participant any amounts paid to the Participant under the Award during the one year period before the date of the Participant’s termination of employment.

	(b)	Death, Disability or Retirement: If the death, Disability or Retirement occurs after the end of the Performance Period, the Participant (or his or her Beneficiary, in the event of death) shall receive all amounts due to him or her under the Award on the Payment Date. If the death, Disability or Retirement occurs during the Performance Period and the Participant would have received a payment under the Award but for his or her death, Disability or Retirement, the Participant (or his or her Beneficiary, in the event of death) will receive a pro-rata payment on the Payment Date based on the number of months worked during the Performance Period, subject to the discretion of the Committee to reduce or cancel such payment.

	(c)	Proscribed Activity: If, during the Proscribed Period but prior to a Change in Control, the Participant engages in a Proscribed Activity, then the Company shall have the right to reclaim and receive from the Participant any amounts paid to the Participant under the Award during the one year period before the date of the Participant’s termination of employment.

	5.	*Withholding Taxes.* The Company will deduct from all payments made under the Award any federal, state or local taxes required by law to be withheld with respect thereto.

	6.	*Change in Control*. In the event a Change in Control occurs after the last day of the Performance Period but before any or all Payment Dates, the Participant’s Account shall vest and be distributed as soon as practicable following such Change in Control. If a Change in Control occurs during the Performance Period, the Participant will be entitled to receive payments under the Award based on the maximum amount that would be paid assuming the target level of performance is achieved. Any such amounts will be paid as soon as practicable following the Change in Control. To the extent (i) Participant’s employment was terminated by the Company other than for Cause or Disability during the 12 month period prior to the Change in Control, (ii) during such 12 month period the Participant did not engage in a Proscribed Activity, and (iii) the Committee determines, in its sole and absolute discretion, that the decision related to such termination was made in contemplation of the Change in Control, then the Participant shall be treated as if he or she had remained employed with the Company until the date of the Change in Control.

	7.	*Definitions*. Capitalized terms used above that are not defined below have the meanings set forth in the Plan.

	(c)	“Disability” means an injury or illness that entitles the Participant to long-term disability payments under the Company’s Long-Term Disability Plan, as in effect from time to time.

	(d)	“Proscribed Activity” means any of the following:

	•	Six (6) months after the end of the Plan Cycle

	•	Eighteen (18) months after the end of the Plan Cycle

ü Lump Sum Payment — the vested account balance will be paid in a lump sum on the pre-selected date on file with the Company.

ü Annual Installment Payment — the vested account balance will be paid in annual installments beginning on the pre-selected date.