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EXHIBIT 10.4(b)
INCENTIVE COMPENSATION DEFERRAL AGREEMENT
THIS AGREEMENT, dated as of November 30, 1995, between Ryder System,
Inc. (the "Company") and ___________________________________ (the "Executive").
WITNESSETH:
WHEREAS, the Executive is serving as an executive of the Company or
one of its subsidiaries or affiliates; and
WHEREAS, the Company has established an incentive compensation plan,
with respect to the performance of the Executive and the Company during 1995,
in which the Executive is eligible to participate; and
WHEREAS, the Executive and the Company desire to enter into an
arrangement with respect to the deferred payment of a portion of such incentive
compensation upon the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and benefits
set forth herein, the Company and the Executive hereby agree as follows:
1. $ _______________ or _______________%, whichever is less, of the
Executive's 1995 incentive compensation award to be made in 1996, less
any deductions consented to in writing by the Executive, shall be
deferred by the Company.
2. The deferred incentive compensation is subject to Social Security and
Medicare taxes at the time the incentive compensation award is made.
Therefore, the Executive and the Company agree that the Social
Security and Medicare taxes will be paid in the manner determined by
the Company. Interest will be computed as set forth in Article 3
hereof on the amount of the incentive compensation award deferred
pursuant to Article 1 hereof.
The deferred incentive compensation plus interest computed as set
forth in Article 3 hereof (the "Deferred Compensation") shall be
payable to the Executive, the Executive's designated beneficiary, or
the Executive's estate as set forth in this Agreement.
3. Interest will be credited to the Executive's account at December 31st
of each year. Interest will accrue at a rate equal to the average
annual base rate charged by the First National Bank of Boston,
compounded annually, provided, however, that such annual interest rate
will not exceed 12% nor be less than 5%. Interest will accrue on the
average daily balance of the Executive's account beginning with the
date on which the deferred compensation or accrued interest is
credited to the Executive's account and ending with the date on which
the deferred compensation or accrued interest is actually paid.
Executive Initials _______________
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The Executive may elect payment of the account balance either in
installments or in a lump sum. Installment payments will be computed
by dividing the combined total of deferred compensation and credited
interest, as of the prior year end, by the number of installments
remaining. Lump sum and final installment payments will include
principal and interest credited to the Executive's account as of the
prior year end and all interest accrued subsequently in the year of
payment.
4. Deferred Compensation shall be paid to the Executive after the first
to occur of the listed events and in accordance with the method of
payment and commencement date selected by the Executive on the
attached Exhibit A which is made a part of this Agreement.
Notwithstanding the foregoing, in the event of a Change of Control of
the Company as defined by the Company's Board of Directors on August
18, l995, the Company shall immediately pay the Deferred Compensation
in a lump sum to the Executive.
The Executive should notify the Director of Corporate Accounting
immediately upon the occurrence of the triggering event to ensure
timely payment. For purposes of Exhibit A, the term "effective date"
means the Executive's last day of employment or the last day of the
Executive's severance period, if applicable, whichever occurs later.
For purposes of this Article 4, the Executive shall be deemed to be
continuously employed by the Company or any affiliate of the Company
if the Executive is re-employed by the Company or an affiliate of the
Company within four weeks of the date the Executive's employment first
ceased.
5. The Executive shall have the right to designate a beneficiary who, in
the event of the Executive's death prior to the payment of any or all
of the Deferred Compensation pursuant to this Agreement, shall receive
the unpaid Deferred Compensation. Such beneficiary designation shall
be made by the Executive on the form attached hereto. The Executive
may, at any time, change or revoke such beneficiary designation by
written notice to the Director of Compensation.
6. (a) If the Executive dies prior to receipt of any or all of the
Deferred Compensation, no Deferred Compensation shall be paid
for a period of thirty days from the date the Director of
Compensation receives written notice of the Executive's death.
(b) If the Executive has designated a beneficiary pursuant to
Article 5 hereof, on the first day of the month following such
thirty day period, the unpaid Deferred Compensation shall be
paid to the designated beneficiary in a lump sum, unless the
Executive's beneficiary elects within such thirty day period,
by written notice to the Director of Compensation that the
Deferred Compensation be paid to such beneficiary in annual (2
- 10) installments or not be paid at all.
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(c) If the Executive does not designate a beneficiary or the
designated beneficiary predeceases the Executive or elects not
to receive the unpaid Deferred Compensation, the unpaid
Deferred Compensation shall be paid to the Executive's estate
in a lump sum on the first day of the month following the
thirty day period.
(d) If the designated beneficiary dies after the Executive but
prior to the payment of the Deferred Compensation and has not
elected not to receive such Deferred Compensation, no Deferred
Compensation shall be paid for a period of thirty days from
the date the Director of Compensation receives written notice
of the death of the designated beneficiary. The Deferred
Compensation shall then be paid to the estate of the
designated beneficiary in a lump sum on the first day of the
month following such thirty day period.
7. The Company shall pay to the Executive during the term of the
Executive's employment that portion of the Deferred Compensation which
shall be necessary in the case of an unforeseeable emergency. For
purposes of this Article 7 an unforeseeable emergency shall mean an
unanticipated emergency that is caused by an event beyond the control
of the Executive and that would result in severe financial hardship to
the Executive if early withdrawal were not permitted. The Compensation
Committee of the Board of Directors of the Company (the "Compensation
Committee") shall limit any early withdrawal to the amount necessary
to meet the emergency. The Executive shall apply to the Compensation
Committee for any emergency payment under this Article 7 and shall
furnish to the Compensation Committee such information as the
Executive deems appropriate and as the Company and counsel for the
Company deem necessary and appropriate to make such determination. The
determination of the Compensation Committee as to whether a payment is
warranted under this Article 7, and the amount of such payment, shall
be conclusive and binding on the Executive and the Company.
8. The Deferred Compensation shall be paid out of the general funds of
the Company and no funds shall be set aside therefor. The Executive
shall have the status of a general unsecured creditor of the Company,
and this Agreement constitutes a mere promise by the Company to make
benefit payments in the future. It is the intention of the parties
that the arrangements be unfunded for tax purposes and for purposes of
Title I of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA").
9. Any rights to receive Deferred Compensation payments under this
Agreement are not subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors of the Executive or the Executive's
beneficiary. Any such attempted action shall be null and void and
shall extinguish the Company's obligation under this Agreement to pay
Deferred Compensation.
10. For purposes of determining deferrals or entitlements under certain
other benefit programs maintained by the Company in which the
Executive participates including, but not limited to,
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the Company's Employee Savings Plan, any amount of incentive
compensation deferred pursuant to this Agreement will not be included
in the Executive's compensation base unless and until such deferred
amount is paid to the Executive while the Executive is employed by the
Company or any affiliate of the Company. However, incentive
compensation deferred pursuant to this Agreement shall be included in
the Executive's compensation base for purposes of the Company's
Retirement Plan.
11. The Executive and the Company acknowledge that this Agreement is not
an employment agreement between the Executive and the Company, and
that the Company and the Executive each has the right to terminate the
Executive's employment at any time for any reason unless there is a
written employment contract to the contrary.
12. This Agreement shall be binding upon any successor to the Company by
merger, consolidation, purchase or otherwise.
13. This Agreement, together with the Executive's beneficiary designation,
constitutes the entire agreement between the Company and the Executive
regarding the Deferred Compensation and shall not be modified except
upon the written agreement of the Company and the Executive.
14. This Agreement shall be governed in accordance with the laws of the
State of Florida.
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the day and year first above written.
________________________________________
(Executive)
________________________________________
Social Security Number
RYDER SYSTEM, INC.
By:_____________________________________
M. Xxxxxxx Xxxxx
Chairman of the Board,
President and
Chief Executive Officer
In accordance with Article 5 of the Incentive Compensation Deferral
Agreement set forth above, I hereby designate
___________________________________ as my beneficiary.
________________________________________
(Executive)
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the Company's Employee Savings Plan, any amount of incentive
compensation deferred pursuant to this Agreement will not be included
in the Executive's compensation base unless and until such deferred
amount is paid to the Executive while the Executive is employed by the
Company or any affiliate of the Company. However, incentive
compensation deferred pursuant to this Agreement shall be included in
the Executive's compensation base for purposes of the Company's
Retirement Plan.
11. The Executive and the Company acknowledge that this Agreement is not
an employment agreement between the Executive and the Company, and
that the Company and the Executive each has the right to terminate the
Executive's employment at any time for any reason unless there is a
written employment contract to the contrary.
12. This Agreement shall be binding upon any successor to the Company by
merger, consolidation, purchase or otherwise.
13. This Agreement, together with the Executive's beneficiary designation,
constitutes the entire agreement between the Company and the Executive
regarding the Deferred Compensation and shall not be modified except
upon the written agreement of the Company and the Executive.
14. This Agreement shall be governed in accordance with the laws of the
State of Florida.
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the day and year first above written.
________________________________________
(Executive)
________________________________________
Social Security Number
RYDER SYSTEM, INC.
By:_____________________________________
Xxxxx X. Xxxxxx
Senior Executive
Vice President and
General Counsel
In accordance with Article 5 of the Incentive Compensation Deferral
Agreement set forth above, I hereby designate
___________________________________ as my beneficiary.
________________________________________
(Executive)
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the Company's Employee Savings Plan, any amount of incentive
compensation deferred pursuant to this Agreement will not be included
in the Executive's compensation base unless and until such deferred
amount is paid to the Executive while the Executive is employed by the
Company or any affiliate of the Company. However, incentive
compensation deferred pursuant to this Agreement shall be included in
the Executive's compensation base for purposes of the Company's
Retirement Plan.
11. The Executive and the Company acknowledge that this Agreement is not
an employment agreement between the Executive and the Company, and
that the Company and the Executive each has the right to terminate the
Executive's employment at any time for any reason unless there is a
written employment contract to the contrary.
12. This Agreement shall be binding upon any successor to the Company by
merger, consolidation, purchase or otherwise.
13. This Agreement, together with the Executive's beneficiary designation,
constitutes the entire agreement between the Company and the Executive
regarding the Deferred Compensation and shall not be modified except
upon the written agreement of the Company and the Executive.
14. This Agreement shall be governed in accordance with the laws of the
State of Florida.
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the day and year first above written.
________________________________________
(Executive)
________________________________________
Social Security Number
RYDER SYSTEM, INC.
By:_____________________________________
Xxxxxx X. XxXxxxxx
Executive Vice President -
Human Resources
In accordance with Article 5 of the Incentive Compensation Deferral
Agreement set forth above, I hereby designate
___________________________________ as my beneficiary.
________________________________________
(Executive)
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EXHIBIT A
TO INCENTIVE COMPENSATION DEFERRAL AGREEMENT
DATED AS OF NOVEMBER 30, 1995
INSTRUCTIONS: Indicate your selections by circling one (1) Method of Payment
and one (1) Commencement Date for each event listed. If you select installments
or a specific month or date for payment, fill in the appropriate information.
Then initial or sign this Exhibit, as appropriate, where indicated. YOU MUST
COMPLETE SECTIONS I, II, III AND IV. The "FIXED DATE" event in Sections V and
VI is optional and should not be completed unless some form of distribution is
desired prior to retirement or termination.
Event Triggering Payment
I. Early Retirement
METHOD OF PAYMENT COMMENCEMENT DATE
------------------------- ---------------------------
- Lump Sum = deferred - January 1st following effective
amount plus accrued interest. date of early retirement.
- Annual Installments - First day of month following
Select 2-10: ____________ = effective date of early retirement.
account balance plus interest
credited thereto divided by - First day of month that you elect
number of installments following effective date of early
outstanding. retirement. Specify month:
___________________________.
II. Normal Retirement
METHOD OF PAYMENT COMMENCEMENT DATE
------------------------- ---------------------------
- Lump Sum = deferred - January 1st following effective
amount plus accrued interest. date of normal retirement.
- Annual Installments - First day of month following
Select 2-10: ____________ = effective date of normal retirement.
account balance plus interest
credited thereto divided by - First day of month that you elect
number of installments following effective date of normal
outstanding. retirement. Specify month:
___________________________.
Executive Initials _____________________
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Exhibit A (continued)
Event Triggering Payment
III. Voluntary or Involuntary Termination
METHOD OF PAYMENT COMMENCEMENT DATE
------------------------- ---------------------------
- Lump Sum = deferred - January 1st following effective
amount plus accrued interest. date of voluntary or involuntary
termination.
- Annual Installments - First day of month following
Select 2-10: ____________ = effective date of voluntary or
account balance plus interest involuntary termination.
credited thereto divided by
number of installments
outstanding.
IV. Disability Termination
(prior to eligibility for retirement)
METHOD OF PAYMENT COMMENCEMENT DATE
------------------------- ---------------------------
- Lump Sum = deferred - January 1st following effective
plus accrued interest. date of disability termination.
- Annual Installments - First day of month following
Select 2-10: ____________ = effective date of disability
account balance plus interest termination.
credited thereto divided by
number of installments
outstanding.
Executive Initials _____________________
THE TERM "EFFECTIVE DATE" MEANS THE EXECUTIVE'S LAST DAY OF EMPLOYMENT OR THE
LAST DAY OF THE EXECUTIVE'S SEVERANCE PERIOD, IF APPLICABLE, WHICHEVER OCCURS
LATER.
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Exhibit A (continued)
Event Triggering Payment
V. Fixed Date
Full Payment (Optional)
METHOD OF PAYMENT COMMENCEMENT DATE
------------------------- ---------------------------
- Lump Sum = deferred - First day of month of fixed
amount plus accrued interest. date. Specify month and year:
_______________________.
- Annual Installments
Select 2-10: ____________ =
account balance plus interest
credited thereto divided by
number of installments outstanding.
VI. Fixed Date
Partial Payment (Optional)
METHOD OF PAYMENT COMMENCEMENT DATE
------------------------- ---------------------------
- Lump Sum = partial - First day of month of fixed
payment amount with the date. Specify month and year:
remainder to be paid as _______________________.
indicated by the first
appropriate event triggering
payment.
- Annual Installments
Select 2-10: ____________ =
partial payment amount divided
by number of installments
outstanding with the remainder
to be paid as indicated by the
first appropriate event
triggering payment.
If you elect a partial payment under this Section VI, you must also specify
either an amount or a percentage which you would like distributed on the
specified Commencement Date selected above.
Amount $ __________ or __________%
__________________________________
(Executive)
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