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EXHIBIT 10.6(b)
AGREEMENT
THIS AGREEMENT, dated as of December 31, 1995, between RYDER SYSTEM,
INC. (the "Company") and ______________ (the "Director").
W I T N E S S E T H:
WHEREAS, the Director is now serving as a member of the Board of
Directors of the Company; and
WHEREAS, the Director and the Company desire to enter into an
arrangement with respect to the deferred payment of the Director's 1996 total
annual fees 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 Director hereby agree as follows:
1. $ _______________ or _______________% of the Director's total annual
fees for calendar year 1996, including (i) the cash portion of the
Board of Directors' Annual Retainer Fee, (ii) Committee Annual
Retainer Fee, (iii) Board Meeting Per Diem Fee, and (iv) Committee
Meeting Per Diem Fee shall be deferred by the Company. Such deferred
fees plus interest computed as set forth in Article 2 hereof (the
"Deferred Compensation") shall be payable to the Director, the
Director's designated beneficiary, or the Director's estate as set
forth in this Agreement.
2. Interest will be credited to the Director'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 Director's account beginning with the
date on which the deferred compensation or accrued interest is
credited to the Director's account and ending with the date on which
the deferred compensation or accrued interest is actually paid.
The Director 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 Director's account as of the
prior year end and all interest accrued subsequently in the year of
payment.
Director Initials _______________________
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3. Deferred Compensation shall be paid to the Director after the first to
occur of the listed events and in accordance with the method of
payment and commencement date selected by the Director 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, 1995, the
Company shall immediately pay the Deferred Compensation in a lump sum
to the Director.
The Director should notify the Director of Corporate Accounting
immediately upon the occurrence of the triggering event to ensure
timely payment.
4. The Director shall have the right to designate a beneficiary who, in
the event of the Director's death prior to payment of any or all of
the Deferred Compensation payable to the Director pursuant to this
Agreement, shall receive such Deferred Compensation. Such designation
shall be made by the Director on the form attached hereto. The
Director may, at any time, change or revoke such designation by
written notice to the Director of Compensation.
5. (a) If the Director 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 Director's death.
(b) If the Director has designated a beneficiary pursuant to
Article 4 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
Director'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.
(c) If the Director does not designate a beneficiary or the
designated beneficiary predeceases the Director or elects not
to receive the unpaid Deferred Compensation, then the unpaid
Deferred Compensation shall be paid to the Director's estate
in a lump sum on the first day of the month following such
thirty day period.
(d) If the designated beneficiary of the Director dies after the
Director, 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.
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6. The Company shall pay to the Director during the term of the
Director's service that portion of the Deferred Compensation which
shall be necessary in the case of an unforeseeable emergency. For
purposes of this Article 6 an unforeseeable emergency shall mean an
unanticipated emergency that is caused by an event beyond the control
of the Director and that would result in severe financial hardship to
the Director 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 Director shall apply to the Compensation
Committee for any emergency payment under this Article 6 and shall
furnish to the Compensation Committee such information as the Director
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 6, and the amount of such payment, shall
be conclusive and binding on the Director and the Company. If the
Director is a member of the Compensation Committee, the Director shall
not sit as a member of such Committee in the determination of the
Director's application under this Article 6.
7. The Deferred Compensation shall be paid out of the general funds of
the Company and no funds shall be set aside therefor. The Director
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").
8. 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 Director or the Director'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.
9. The Director and the Company acknowledge that this Agreement is not an
agreement concerning continued service as a Director between the
Director and the Company.
10. This Agreement shall be binding upon any successor to the Company by
merger, consolidation, purchase or otherwise.
11. This Agreement, together with the Director's beneficiary designation,
constitutes the entire agreement between the Company and the Director
regarding Deferred Compensation and shall not be modified except upon
the written agreement of the Company and the Director.
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12. 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.
___________________________________
(Director)
___________________________________
Social Security Number
RYDER SYSTEM, INC.
By:________________________________
M. Xxxxxxx Xxxxx
Chairman of the Board,
President and
Chief Executive Officer
In accordance with Article 4 of the Agreement set forth above, I
hereby designate _________________________________________ my beneficiary.
__________________________________
(Director)
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EXHIBIT A
TO DIRECTOR DEFERRAL AGREEMENT
DATED AS OF DECEMBER 31, 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. The "FIXED
DATE" events are optional and should not be completed unless some form of
distribution is desired prior to termination or retirement.
Event Triggering Payment
I. Termination of the Director's Service
as a Member of the Company's Board of Directors
METHOD OF PAYMENT COMMENCEMENT DATE
------------------------- ---------------------------
- Lump Sum = deferred - January 1st following effective
amount plus accrued interest. date of termination.
- Annual Installments - First day of month following
Select 2-10: _______________ = effective date of termination.
account balance plus interest
credited thereto divided by
number of installments
outstanding.
II. Retirement as a Member of the Company's Board of Directors
METHOD OF PAYMENT COMMENCEMENT DATE
------------------------- ---------------------------
- Lump Sum = deferred - January 1st following effective
amount plus accrued interest. date of retirement.
- Annual Installments - First day of month following
Select 2-10: _______________ = effective date of retirement.
account balance plus interest
credited thereto divided by - First day of month that you
number of installments elect following effective date of
outstanding. retirement. Specify month:
____________________.
Director Initials __________________________
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EXHIBIT A (continued)
Event Triggering Payment
III. Fixed Date While Providing Outside Director's Services for Ryder
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.
IV. Fixed Date While Providing Outside Director's Services for Ryder
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 in the event
of termination or retirement,
whichever occurs first.
- Annual Installments
Select 2-10: ____________ =
partial payment amount divided
by number of installments
outstanding with the remainder
to be paid as indicated in the
event of termination or
retirement, whichever occurs
first.
If you elect a partial payment under this Section IV, you must also specify
either an amount or a percentage which you would like distributed on the
specified Commencement Date selected above.
Amount $_______________ or __________%
_______________________________
(Director)
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