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EXHIBIT 10.15(b)
PISO
RYDER SYSTEM, INC.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SECTION
AGREEMENT
THIS AGREEMENT, made as of this 4th day of May, 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 or any
Subsidiary; and
WHEREAS, the United Kingdom Section of the Plan has been approved by the Inland
Revenue under the Income and Corporation Taxes ▇▇▇ ▇▇▇▇; 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 Stock 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 May 4, 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 $23.3750 per
Share, the Fair Market Value on the date of grant and agreed to by the United
Kingdom Inland Revenue for this purpose.
Limitations on Exercise of Stock 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 May 3, 2005, as follows:
(i) 50% of the Shares subject to the Stock Option on or after May
4, 1996;
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(ii) the remaining 50% of the Shares subject to the Stock Option on
or after May 4, 1997.
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 May 3, 2005.
Exercise and Payment of Stock 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
RSI Accounting 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 check 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. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: RSI Accounting; and
(b) If to the Grantee, at the Grantee's business address or
address appearing in the payroll records of RSI; or
(c) At such other addresses as may be furnished to RSI or the
Grantee in accordance with this paragraph.
Definitions and Interpretation
Capitalized terms not otherwise defined in this Agreement are defined as in the
Plan. This Agreement and the grant, exercise, adjustment, modification,
cancellation and termination of the 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
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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 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: RYDER SYSTEM, INC.
By:
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Assistant Secretary Vice President, Human Resources
and Labor Relations
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(the "Grantee")
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National Insurance Number
3
