EXHIBIT 10.26(b)
Amendment to the Severance Agreement between
RYDER SYSTEM, INC. and XXXXX X. XXXXXX
dated May 1, 1996
THIS AMENDMENT made as of the 19th day of December, l996, by and between RYDER
SYSTEM, INC., a Florida corporation (the "Corporation"), and XXXXX X. XXXXXX
(the "Executive").
WITNESSETH:
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WHEREAS, the Corporation and the Executive have entered into a Severance
Agreement dated as of May 1, 1996, including Exhibits A and B thereto (the
"Severance Agreement"), providing for the Corporation's payment of severance
benefits to the Executive if the Executive's employment with the Corporation or
its subsidiaries or affiliates terminates prior to a Change of Control (as
defined in Section 2 of the Severance Agreement); and
WHEREAS, the Corporation and the Executive now desire to amend the Severance
Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein
contained, the Corporation and the Executive have agreed and do hereby agree as
follows:
1. Section 3(e) is deleted in its entirety and the following new
Section 3(e) is inserted in lieu thereof:
"(e) SEVERANCE PERIOD. Unless terminated sooner pursuant to
Section 1, the Severance Period means the period beginning on the day
following the Executive's Date of Termination and terminating on May
31, 1999, which is the date the Executive shall retire from the
Corporation."
2. Section 4(a)(iii)(IV) is deleted in its entirety and the following new
Section 4(a)(iii)(IV) is inserted in lieu thereof:
"(IV) OUTPLACEMENT. Until the end of the Severance Period or
until the Executive obtains another full-time job or becomes
self-employed, whichever occurs first, the Corporation shall provide
the Executive with professional outplacement services of the
Corporation's choice and shall reimburse the Executive for documented
incidental outplacement expenses directly related to job search such as
resume mailing, interviewing trips, and clerical support, subject to a
maximum cost of $20,000. As soon as practicable after the later to
occur of (i) the Executive's Date of Termination, or (ii) the end of
the Revocation Period (as defined in the Release Agreement), the
Corporation shall transfer to the Executive the following pieces of
equipment and the Executive accepts such equipment in an "AS IS"
condition:
Toshiba Satellite Pro 420 Series Laptop Computer
Hewlett Packard LaserJet 5L Printer
Visioneer PaperPort Vx
Xerox 3006 Fax (ONH-013137)
The Corporation and the Executive agree that the value of such items
shall be deducted from the outplacement incidentals allowance. The Executive
shall not be entitled to receive cash in lieu of the professional outplacement
services or reimbursed incidental outplacement expenses provided by the
Corporation."
3. The remaining provisions of the Severance Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment to the
Severance Agreement as of the day and year first above written.
/s/ H. XXXXXX XXXXXXXXX /s/ XXXXX X. XXXXXX
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Witness XXXXX X. XXXXXX
/s/ XXXXXX X. XXXXXX ###-##-####
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Witness Social Security Number
ATTEST: RYDER SYSTEM, INC.
(the "Corporation")
/s/ XXXXXXX X. XXXX By: /s/ M. XXXXXXX XXXXX
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Assistant Secretary
Its: Chairman, President & CEO
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RELEASE AGREEMENT
FOR AND IN CONSIDERATION OF THE PAYMENT TO ME OF THE SEVERANCE BENEFITS
PURSUANT TO THE SEVERANCE AGREEMENT BETWEEN RYDER SYSTEM, INC. ("THE
CORPORATION") AND ME DATED MAY 1, 1996 (THE "SEVERANCE AGREEMENT"), AS AMENDED
ON DECEMBER 19, 1996, I, XXXXX X. XXXXXX, ON BEHALF OF MYSELF, MY HEIRS,
SUCCESSORS AND ASSIGNS (COLLECTIVELY "I" OR "ME"), HEREBY RELEASE AND FOREVER
DISCHARGE THE CORPORATION AND ALL OF ITS SUBSIDIARIES AND AFFILIATES, THEIR
CURRENT AND FORMER AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, SUCCESSORS AND
ASSIGNS (COLLECTIVELY "RYDER"), FROM ANY AND ALL CLAIMS, DEMANDS, ACTIONS, AND
CAUSES OF ACTION, AND ALL LIABILITY WHATSOEVER, WHETHER KNOWN OR UNKNOWN,
SUSPECTED OR UNSUSPECTED, FIXED OR CONTINGENT, WHICH I HAVE OR MAY HAVE AGAINST
RYDER AS A RESULT OF MY EMPLOYMENT BY AND SUBSEQUENT TERMINATION AS AN EMPLOYEE
OF RYDER, UP TO THE DATE OF THIS RELEASE AGREEMENT. THIS INCLUDES BUT IS NOT
LIMITED TO CLAIMS AT LAW OR EQUITY OR SOUNDING IN CONTRACT (EXPRESS OR IMPLIED)
OR TORT ARISING UNDER FEDERAL, STATE, OR LOCAL LAWS PROHIBITING AGE, SEX, RACE,
DISABILITY, VETERAN OR ANY OTHER FORMS OF DISCRIMINATION. THIS FURTHER INCLUDES
ANY AND ALL CLAIMS ARISING UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT, THE
AMERICANS WITH DISABILITIES ACT OF 1990, TITLE VII OF THE CIVIL RIGHTS ACT OF
1964, OR THE EMPLOYEE RETIREMENT INCOME SECURITY ACT ("ERISA"), AS AMENDED, OR
CLAIMS GROWING OUT OF ANY LEGAL RESTRICTIONS ON RYDER'S RIGHT TO TERMINATE ITS
EMPLOYEES. I COVENANT AND AGREE THAT I WILL NOT XXX OR FILE ANY LAWSUIT OR
ACTION AGAINST RYDER IN THE FUTURE WITH RESPECT TO ANY CLAIM OR CAUSE OF ACTION
RELEASED AS PART OF THIS RELEASE AGREEMENT. I FURTHER AGREE THAT IF I VIOLATE
THIS COVENANT OR ANY OTHER PROVISION OF THIS RELEASE AGREEMENT OR THE SEVERANCE
AGREEMENT, I SHALL INDEMNIFY RYDER FOR ALL COSTS AND ATTORNEY'S FEES INCURRED BY
RYDER IN ENFORCING THIS RELEASE AGREEMENT AND THE SEVERANCE AGREEMENT.
This Release Agreement does not release Ryder from any of its current,
future or ongoing obligations under the Severance Agreement, specifically
including but not limited to cash payments and benefits due me.
I understand and agree that this Release Agreement and the Severance
Agreement shall not in any way be construed as an admission by Ryder of any
unlawful or wrongful acts whatsoever against me or any other person, and Ryder
specifically disclaims any liability to or wrongful acts against me or any other
person.
I agree that the terms and provisions of this Release Agreement and the
Severance Agreement, as well as any and all incidents leading to or resulting
from this Release Agreement and the Severance Agreement, are confidential and
that I may not discuss them with anyone without the prior written
consent of the Corporation's or its successor's Chief Executive Officer, except
as required by law; provided, however, that I agree to immediately give the
Corporation or its successor notice of any request to discuss this Release
Agreement or the Severance Agreement and to provide the Corporation or its
successor with the opportunity to contest such request prior to my response.
This Release Agreement shall be governed by and construed in accordance
with the laws of the State of Florida, without reference to principles of
conflict of laws. Except as provided in Sections 5(b)(IV) and 9(a) of the
Severance Agreement, this Release Agreement may not be amended or modified
otherwise than by a written agreement executed by the Corporation and me or our
respective successors and legal representatives.
The invalidity or unenforceability of any provision of this Release
Agreement shall not affect the validity or enforceability of any other provision
of this Release Agreement.
I UNDERSTAND AND ACKNOWLEDGE THAT I HAVE SEVEN (7) CALENDAR DAYS
FOLLOWING MY EXECUTION OF THIS RELEASE AGREEMENT TO REVOKE MY ACCEPTANCE OF THIS
RELEASE AGREEMENT (THE "REVOCATION PERIOD") AND THAT THIS RELEASE AGREEMENT
SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS
EXPIRED WITHOUT ME REVOKING IT. REVOCATION OF THIS RELEASE AGREEMENT MUST BE
MADE BY DELIVERING A WRITTEN NOTICE OF REVOCATION TO XXXXXXX X. XXXX. FOR THIS
REVOCATION TO BE EFFECTIVE, WRITTEN NOTICE MUST BE RECEIVED BY XXXXXXX X. XXXX
NO LATER THAN THE CLOSE OF BUSINESS ON THE SEVENTH DAY AFTER I SIGN THIS RELEASE
AGREEMENT.
I CERTIFY THAT I HAVE FULLY READ, HAVE RECEIVED AN EXPLANATION OF, HAVE
NEGOTIATED AND COMPLETELY UNDERSTAND THE PROVISIONS OF THIS RELEASE AGREEMENT,
THAT I HAVE BEEN ADVISED BY THE CORPORATION THAT I SHOULD CONSULT WITH AN
ATTORNEY BEFORE SIGNING THIS RELEASE AGREEMENT, THAT I HAVE BEEN GIVEN AT LEAST
TWENTY-ONE (21) CALENDAR DAYS TO REVIEW AND CONSIDER THE PROVISIONS OF THIS
RELEASE AGREEMENT, AND THAT I AM SIGNING THIS RELEASE AGREEMENT FREELY AND
VOLUNTARILY, WITHOUT DURESS, COERCION OR UNDUE INFLUENCE.
Dated this 20 day of December, 1996.
/s/ H. XXXXXX XXXXXXXXX /s/ XXXXX X. XXXXXX
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Witness Executive
/s/ XXXXXX X. XXXXXX ###-##-####
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Witness Social Security Number
Executive's Date of Termination: December 31, 0000
XXXXX XX XXXXXXX )
) ss:
COUNTY OF DADE )
Before me personally appeared Xxxxx X. Xxxxxx, to me well known and known to me
to be the person described in and who executed the foregoing instrument, and
acknowledged to and before me that he executed said instrument for the purposes
therein expressed.
WITNESS my hand and official seal this 20 day of December, 1996.
/s/ XXXXXX XXXXXXX
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Notary Public
Commission Expires:
(Seal)
[STAMPD]
OFFICIAL NOTARY SEAL
XXXXXX XXXXXXX
NOTARY PUBLIC XXXXX XX XXXXXXX
XXXXXXXXXX XX. XX000000
MY COMMISSION EXP. MAY 7, 1999
December 31, 1996
TO THE BOARD OF DIRECTORS
OF RYDER SYSTEM, INC.
Gentlemen:
Effective immediately, I hereby resign as an officer and/or director of Ryder
System, Inc. and/or its subsidiaries and affiliates and, to the extent
applicable, from all committees of which I am a member.
Sincerely,
/s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
December 19, 1996
TO: Xxxxx X. Xxxxxx
FROM: M. Xxxxxxx Xxxxx
RE: Release Agreement
In accordance with the Older Workers Benefit Protection Act, I am required to
inform you of the following regarding your execution of the attached Release
Agreement, Amendment and letter of resignation (collectively, the "Release
Agreement").
1. You should consult with an attorney before signing the Release
Agreement.
2. You will have twenty-one (21) days from the day you receive the Release
Agreement to execute it. If you have not executed the Release Agreement
by the twenty-first day, it will automatically be declared null and
void and revoked.
3. After you have executed the Release Agreement, you have seven (7)
calendar days to revoke your acceptance of it. If you revoke the
Release Agreement within the seven (7) calendar days, it is null and
void. For the revocation of the Release Agreement to be effective,
written notice must be received by Xxxxxxx X. Xxxx no later than the
close of business on the seventh day after you sign the Release
Agreement.
4. If you do not revoke your execution of the Release Agreement within the
seven (7) calendar days, it will become effective and payments will
commence in accordance with the terms of your Severance Agreement dated
as of May 1, 1996, as amended by the Amendment.
Please acknowledge below your receipt of this document and the attached Release
Agreement and that you have read and understand this page of conditions.
Acknowledged:
/s/ XXXXX X. XXXXXX
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12/20/96
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Date
Attachment
[RYDER LETTERHEAD]
M XXXXXXX XXXXX
Chairman, President and
Chief Executive Officer
December 20, 1996
Xx. Xxxxx X. Xxxxxx
Senior Executive Vice President
and General Counsel
Ryder System, Inc.
Xxxxx, Xxxxxxx 00000
Dear Xxx:
In connection with your retirement, on December 31, 1996, you have agreed to
remain as General Counsel of the Company until your replacement is employed, but
no later than the date of the 1997 Annual Meeting.
In serving as General Counsel, you will be an agent for the Company, and
therefore, entitled to indemnification as provided in the By-Laws of the
Company, as amended.
Yours sincerely,
/s/ M. A. XXXXX
Accepted and agreed to: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
December 20, 1996
RYDER SYSTEMS, INC.
0000 XX 00 Xxxxxx
Xxxxx, Xxxxxxx 00000
Tel: (000) 000-0000
