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): February 22, 2006

Ryder System, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Florida	1-4364	59-0739250
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
11690 NW 105th Street, Miami, Florida		33178
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (305) 500-3726

Not Applicable
______________________________________________
Former name or former address, if changed since last report

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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On February 14, 2006, the Company entered into an employment offer letter (the "Offer Letter") with Mark Jamieson, in connection with Mr. Jamieson’s appointment as Executive Vice President and Chief Financial Officer of the Company. Mr. Jamieson’s appointment is discussed below in Item 5.02(c) of this Current Report on Form 8-K.

Pursuant to the Offer Letter, Mr. Jamieson’s initial annual base salary will be $475,000, and he will be eligible for an annual target bonus opportunity equal to 75% of his base salary under the Company’s annual incentive plan. For the February 2007 payment under the annual incentive plan, Mr. Jamieson will receive the greater of the actual plan payment or $275,000. Mr. Jamieson will receive a $150,000 sign-on bonus, which he must repay if his employment is terminated for any reason, other than a bona fide job elimination, before one year of service, as well as other executive perquisites and benefits generally available to the Company’s exe cutive officers.

Mr. Jamieson will receive an initial equity award consisting of 33,000 stock options (priced on his start date) and 9,150 restricted stock rights. The stock options and restricted stock will not vest until the third anniversary of the grant date. In addition, subject to certain conditions, the Company will reimburse Mr. Jamieson for certain documented relocation costs and expenses.

The foregoing description of the Offer Letter between the Company and Mr. Jamieson is qualified in its entirety by reference to the copy of the Offer Letter which is attached hereto as Exhibit 10.1. Prior to commencing employment with the Company, Mr. Jamieson will also enter into the Company’s standard Change of Control Severance Agreement and Non-Change of Control Severance Agreement.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On February 14, 2006, Mr. Jamieson accepted an employment offer from the Company to serve as the Company’s Executive Vice President and Chief Financial Officer. Mr. Jamieson will succeed Tracy Leinbach effective March 1, 2006. A description of the material terms of Mr. Jamieson’s employment is set forth in Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference.

Prior to joining the Company, Mr. Jamieson, 52, served as Executive Vice President and Chief Financial Officer of Sammons Enterprises, Inc., a $2.5 billion, privately held conglomerate with business interests in Insurance, Construction, Industrial Products Supply, Real Estate, Hotels and Venture Capital Investments since April 2005. Prior to that, Mr. Jamieson served as Chief Executive Officer of Electric Insurance, a General Electric captive insurance company from April 2004 to April 2005. From 1998 to April 2004 Mr. Jamieson served as Chief Financial Officer of GE Industrial Systems (GEIS), a busin ess unit of General Electric. The Company issued a press release on February 22, 2006, regarding Mr. Jamieson’s appointment, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

There is no arrangement or understanding between Mr. Jamieson and any other person pursuant to which Mr. Jamieson was appointed Executive Vice President and Chief Financial Officer. There are no family relationships between Mr. Jamieson and any of the Company’s directors and executive officers, and the Company has not entered into any transactions with Mr. Jamieson that would require disclosure under Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

Exhibit 10.1 Employment Offer Letter between Ryder System, Inc. and Mark Jamieson dated as of February 14, 2006

Exhibit 99.1 Press Release issued by Ryder System, Inc. on February 22, 2006 announcing the appointment of Mark Jamieson

SIGNATURES

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.

	Ryder System, Inc.
February 22, 2006	By:	/s/ Robert D. Fatovic
		Name: Robert D. Fatovic
		Title: Executive Vice President, General Counsel and Corporate Secretary

Exhibit Index

Exhibit No.	Description
10.1	Employment Offer Letter between Ryder System, Inc. and Mark Jamieson dated as of February 14, 2006
99.1	Press Release issued by Ryder System, Inc. on February 22, 2006 announcing the appointment of Mark Jamieson

EX-10.1

Exhibit 10.1

February 14, 2006

Mr. Mark Jamieson
400 Parkside Center Blvd.
Unit 705
Farmers Branch, TX 75244

Dear Mark:

I am pleased to confirm our verbal offer of employment for the position of Executive Vice President and Chief Financial Officer, Ryder System, Inc. Your employment will commence on a date mutually agreeable to you and Ryder.

This position is offered to you at a salary of $39,583.33 per month, which equates to an annual base salary of $475,000. Your management level will be Level 19.

During your first week of work, you will also be paid a $150,000 sign-on bonus. This payment is contingent on you being ineligible and not being paid for the current year bonus payment from your current employer. Please be advised if Ryder makes this payment and your employment is terminated for any reason, other than a bona fide job elimination, before one year of service, you will be required to repay the sign-on bonus on a pro-rated basis. The attached Sign-On Bonus Payback agreement must be signed and returned prior to your receiving the above referenced sign-on bonus.

The annual incentive plan for your level of management currently provides for an annual target opportunity equal to 75% of base salary, and is paid in February of each year for the preceding year, as approved by the Board of Directors. In February 2007, you will receive the actual plan payment or $275,000, whichever is higher, provided that you are still employed by the Company in good standing.

On your first date of employment, you will receive an initial equity award consisting of 33,000 stock options (priced on your start date) and 9,150 restricted stock rights. Both the options and restricted stock will cliff vest on the third anniversary of your employment.

As with any other executive, your eligibility for future equity awards will be subject to the Company’s Long-Term Equity Plan administered by the Board of Directors. Your eligibility for this program will begin in 2007. The annual valuation of the equivalent 2006 Plan is approximately $700,000.

Stock ownership by management is valued at Ryder. Accordingly, a stock ownership guideline of one (1) times base salary has been established for your position. You will have five years from your date of hire to reach your required stock ownership level. While five years have been allotted as the maximum time frame over which to accumulate full stock ownership levels, you should meet a pro-rata portion of the stock ownership guideline for each month in your position.

Your new position also includes the following executive perquisites: a monthly car allowance of $800; an annual executive perquisite allowance of $5,000 per year, (you will receive a pro-rata allowance) grossed up for taxes; and an annual tax preparation and financial planning allowance of up to $6,000 per year. Additional executive perquisites include Executive Life Insurance providing coverage equal to three times base pay, supplemental long-term disability coverage in addition to any underlying coverage in place; and twenty-four hour travel accident insurance. You will have a Company paid membership at the Doral Resort. The perquisites offered to executives are subject to change at the discretion of the Board of Directors.

You are also eligible for a full-reimbursement relocation package as described in the enclosed summary, including $25,000 as a resettlement allowance. You should contact Pam Chin with Relocation Services at 305-500-5734 for assistance with your relocation. We will reimburse your current employer up to $125,000 for forfeited moving cost upon presentation of appropriate documentation. To ensure accurate accounting, all relocation-related expenses must be submitted to and processed by Pam Chin in order to be reimbursed.

You are also eligible for Ryder System, Inc. employee benefits as summarized in the enclosed Benefits at a Glance. Please note that your coverage under Ryder’s benefit plan will be effective on the first day of the month following ninety (90) calendar days of employment, however, you must enroll within 60 days of your date of hire. If there is a lapse in coverage, please call me.

As an officer, you will be asked to sign Change of Control and Non-Change of Control Severance Agreements, which you will receive after you have commenced your employment. These agreements provide 2 years’ salary plus a tenure related bonus and some other allowances, subject to certain conditions.

Government regulations require that we verify identity and employment eligibility of all new employees within three business days of their date of hire. Please be prepared to submit proper documentation on your start date.

This offer letter is contingent upon your successful completion of a background check and a post-offer drug screening test.

This is a letter of offer and not to be construed as a formal contract of employment. We hope you understand that we must confirm your employment to be on an “at will” basis. Neither our stating your salary or wages in annualized terms nor our comments and representations in other respects are intended to express or imply that you will be working either for any particular duration or under a contract of employment.

Mark, I am looking forward to working with you in your new position with Ryder. Please call me at (305) 500-4440 should you have any questions regarding this offer.

Sincerely,

/s/ Gregory T. Swienton

Chairman and Chief Executive Officer

February 14, 2006

To:	Gregory T. Swienton
From:	Mark Jamieson
Re:	Acceptance of Offer Letter

I acknowledge and understand the terms and contingencies of this offer and hereby accept this offer of employment with Ryder, subject to the conditions outlined in the offer letter.

     /s/ Mark T. Jamieson     
Signature

     Mark T. Jamieson     
Print Name

     February 14, 2006     
Date Signed

This acceptance should be returned to Gregory T. Swienton.

SIGN-ON BONUS PAYBACK AGREEMENT

In order to be eligible for a sign-on bonus, I hereby agree to the terms of this Agreement.

I agree to reimburse the Company on a pro-rata basis, for my sign-on bonus if I voluntarily terminate my employment, or I am terminated for any reason other than a bona fide job elimination within twelve (12) months of my start date with the Company. Such repayment shall be completed within 30 days of the termination of my employment. I also understand that if Ryder takes legal action against me to enforce my obligation to repay these funds, I will be required to repay all attorneys’ fees and costs expended for the recoupment.

I have carefully reviewed the contents of this Agreement, and with a full and complete understanding of its terms, voluntarily accept its terms and conditions.

(Employee Signature)

Date

(Print Employee Name)

SAP#

Please return this Agreement to Gregory T. Swienton on your first day of employment.

Exhibit 99.1

News Release

For Information Contact: Lisa Brumfield
(305) 500-3668
Lisa_Brumfield@Ryder.com Edward Rifenburg
(305) 500-4161
Edward_Rifenburg@Ryder.com

RYDER APPOINTS MARK T. JAMIESON EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

MIAMI, February 22, 2006 – Ryder System, Inc. (NYSE: R), a global leader in transportation and supply chain management solutions, today announced it has selected Mark T. Jamieson as Executive Vice President and Chief Financial Officer (CFO). Mr. Jamieson will succeed Tracy Leinbach as CFO effective March 1, 2006. Ms. Leinbach previously announced her plans to retire from the Company following the completion of the 2005 fiscal year.

“We are pleased to welcome Mark to Ryder’s management team,” said Ryder Chairman and Chief Executive Officer Greg Swienton. “His proven leadership and track record of optimizing the financial and operational performance of quality organizations should allow him to contribute broadly to our objective of long-term sustainable profitable growth. We also believe Mark’s extensive experience within the industrial sector has uniquely prepared him for a smooth, efficient transition into this important role within our organization.”

Mr. Jamieson will lead the Finance and Audit, Strategic Sourcing, Information Technology, Investor Relations and Public Affairs functions and continue Ryder’s strong reputation for effective governance, transparency and financial discipline. He comes to Ryder from Sammons Enterprises, Inc., a $2.5 billion, privately held conglomerate where he served as Executive Vice President and Chief Financial Officer.

Before joining Sammons Enterprises, Inc., Mr. Jamieson spent nearly 30 years in positions of increasing financial leadership within General Electric. From 1998 through 2004 he served as CFO of GE Industrial Systems (GEIS), a $5.7 billion global business with 150 manufacturing operations in 25 countries and an employee base of 35,000. He provided strategic, operational and financial direction as a member of the division’s leadership team and was instrumental in identifying key growth and operational initiatives to meet the company’s established long-term financial goals. Prior to leading the finance organization of GEIS, Mr. Jamieson was CFO of GE Electrical Distribution & Control (EDC), a $2.4 billion leading global provider of electrical products to commercial, industrial and residential markets.

In 1993, Mr. Jamieson served as CFO of GE Lighting’s European business where he provided strategic direction in transitioning the business to profitability and helped to restructure its manufacturing and distribution operations. In addition to his financial leadership roles, Mr. Jamieson also briefly served as CEO of Electric Insurance Company, a stand-alone unit of GE, before he joined Sammons Enterprises, Inc.

About Ryder

Ryder is a Fortune 500 company providing leading-edge transportation, logistics and supply chain management solutions worldwide. Ryder’s stock (NYSE:R) is a component of the Dow Jones Transportation Average and the Standard & Poor’s 500 Index. For more information about Ryder System, Inc., visit www.ryder.com.

# # #

Note Regarding Forward-Looking Statements: Certain statements and information included in this press release are “forward-looking statements” under the Federal Private Securities Litigation Reform Act of 1995. Accordingly, these forward-looking statements should be evaluated with consideration given to the many risks and uncertainties inherent in our business that could cause actual results and events to differ materially from those in the forward-looking statements. Important factors that could cause such differences include, among others, our ability to obtain adequate profit margins for our services, our inability to maintain current pricing levels due to customer acceptance or competition, customer retention levels, unexpected volume declines, loss of key customers in the Supply Chain Solutions (SCS) business segment, unexpected reserves or write-offs due to the deterioration of the credit worthiness or bankruptcy of certain customers in our SCS business segment, changes in financial, tax or regulatory requirements or changes in customers’ business environments that limit their ability to commit to long-term vehicle leases, changes in market conditions affecting the commercial rental market or the sale of used vehicles, labor strikes or work stoppages affecting our or our customers’ business operations, adequacy of accounting estimates and accruals, changes in general economic conditions, sudden changes in fuel prices, availability of qualified drivers, our ability to manage our cost structure, changes in government regulations, including regulations regarding vehicle emissions and risks described in our filings with the Securities and Exchange Commission. The risks included here are not exhaustive. New risks emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risks on our business. Accordingly, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Editors’ Advisory: Photo of Mr. Jamieson is available by request.

08-06