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EXHIBIT 10.15(c)
SIP
RYDER SYSTEM INC.
0000 XXXXX XXXXXXXXX XXXX, XXXXXX XXXXXXX SECTION
AGREEMENT
THIS AGREEMENT, made as of this 3rd day of October, 1995 between Ryder System,
Inc., a Florida corporation ("RSI"), and ____ (the "Grantee");
W I T N E S S E T H:
WHEREAS, the Board of Directors of RSI has adopted and the shareholders of RSI
have approved the Ryder System, Inc. 1980 Stock Incentive Plan, as amended (the
"Plan"), which provides for the issuance of Stock Options ("Stock Options") to
purchase shares of Common Stock to key executive Employees of RSI; and
WHEREAS, the United Kingdom Section of the Plan has been approved by the Inland
Revenue under the Income and Corporation Taxes Xxx 0000; and
WHEREAS, the Grantee is a key executive Employee and has been selected by the
Compensation Committee of the Board of Directors of RSI (the "Committee") to
receive Stock Options under the United Kingdom Section of the Plan;
NOW, THEREFORE, in consideration of the premises, RSI and the Grantee agree as
follows:
I. STOCK OPTION
Grant of Option
Subject to the limitations and other terms and conditions set forth in this
Agreement and the Plan, the Committee grants to the Grantee on October 3, 1995
a Stock Option to purchase an aggregate of ______ shares of RSI's Common
Stock, par value $.50 per share (the "Shares"), at a price of $25.4375 per
Share, the Fair Market Value on the date of grant and agreed by the United
Kingdom Inland Revenue for this purpose.
Limitations on Exercise of Option
Subject to the limitations and other terms and conditions set forth in this
Agreement and the Plan, the Stock Option shall be exercisable in installments
on or before October 2, 2005 as follows:
(i) None of the Shares subject to the Stock Option for a period of
one year from the date of grant;
(ii) 33 1/3% of the Shares subject to the Stock Option on or after
October 3, 1996;
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(iii) 33 1/3% of the Shares subject to the Stock Option on or after
October 3, 1997;
(iv) the final 33 1/3% of the Shares subject to the Stock Option on
or after October 3, 1998.
Subject to the foregoing and the provisions of the Plan, any installment
portion of the Stock Option that becomes exercisable shall thereafter
accumulate and be exercisable at any time on or before the expiration of the
term of the Stock Option on October 2, 2005.
Exercise and Payment of Option
Subject to the limitations and other terms and conditions set forth in this
Agreement and the Plan, the Stock Option, to the extent then exercisable, may
be exercised from time-to-time by delivering written notice to RSI addressed to
the Controller of RSI specifying the number of Shares the Grantee then elects
to purchase under the Stock Option, together with the full purchase price of
the Shares being purchased in cash or a certified or bank cashier's cheque
payable to the order of RSI. Within 30 days after any such exercise, RSI will
deliver to the Grantee certificates for the number of Shares with respect to
which the Stock Option has been exercised, issued in the name of the Grantee.
II. GENERAL
Transferability of Stock Options
No Stock Options or any rights or interests therein shall be assignable or
transferable by the Grantee except by will or the laws of descent and
distribution. During the lifetime of the Grantee, a Stock Option shall be
exercisable only by the Grantee or the Grantee's guardian or legal
representative.
Notices
All notices provided for in this Agreement or the Plan shall be in writing and
shall be deemed to have been duly given if delivered in person or mailed by
registered mail, return receipt requested:
(a) If to RSI, at Ryder System, Inc., P. O. Xxx 000000, Xxxxx,
Xxxxxxx 00000-0000, Attention: Controller; and
(b) If to the Grantee, at the Grantee's business address or
address appearing in the payroll records of RSI; or
(c) At such other addresses as may be furnished to RSI or the
Grantee in accordance with this paragraph.
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Definitions and Interpretation
Capitalized terms not otherwise defined in this Agreement are defined as in the
Plan. This Agreement and the grant, exercise, adjustment, modification,
cancellation and termination of the Stock Option and the issuance of Shares
subject thereto are subject in all respects to the terms of the United Kingdom
Section of the Plan and in the event that any provision of this Agreement shall
be inconsistent with the terms of the United Kingdom Section of the Plan, then
the terms of the United Kingdom Section of the Plan shall govern. The
Committee shall have plenary authority to interpret this Agreement and the
Plan, including the United Kingdom Section of the Plan, and to make all
determinations deemed necessary or advisable for the administration of the
Plan. The Committee's interpretation and determinations shall be conclusive.
Acknowledgement
The Grantee acknowledges that he/she has read the entire Plan including the
provisions thereof relating to termination of employment. Additionally, the
Grantee acknowledges that this Agreement is not an employment agreement between
the Grantee and RSI, and RSI and the Grantee each has the right to terminate
the Grantee's employment at any time for any reason whatsoever.
Governing Law
This Agreement shall be construed and enforced in accordance with, and governed
by, the laws of the State of Florida.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
Attest: RSI
By: By:
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Xxxxxxx X. Xxxx Xxxxxx X. XxXxxxxx
Assistant Secretary Executive Vice President,
Human Resources
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GRANTEE
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National Insurance Number
or Social Security Number
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