EXHIBIT 10.27
AGREEMENT AND RELEASE
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THIS AGREEMENT AND RELEASE, dated as of November 7, 1996, is between
RYDER SYSTEM, INC. (the "Company") and J. XXXXXX XXXXXX ("Employee").
WITNESSETH:
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WHEREAS, the Company has employed Employee in a managerial capacity;
and
WHEREAS, Employee and the Company now desire to terminate Employee's
employment relationship with the Company;
NOW, THEREFORE, in consideration of the following terms, covenants and
conditions, the Company and Employee agree as follows:
1. (a) TERMINATION OF SEVERANCE AGREEMENTS. The Company and Employee agree
that the Severance Agreement dated as of May 1, 1996 and the Change of Control
Severance Agreement dated as of the same date which provide severance benefits
to Employee in the event of Employee's termination under specified
circumstances, the letter agreement between the Company and Employee dated April
9, 1993, as well as any predecessor agreements (collectively the "Prior
Agreements"), are hereby terminated as of the date of this Agreement and
Release. Neither the Company nor Employee shall have any further obligations
under the Prior Agreements.
(b) TERM AND SEVERANCE. Employee agrees that the employment of Employee
is terminated as of January 31, 1997 ("Employee's Last Day Worked"). Effective
as of today's date, Employee will resign as an officer and/or director of the
Company and/or its subsidiaries or affiliates and, to the extent applicable,
from all committees of which Employee is a member. Employee agrees to sign the
attached letter of resignation immediately upon receipt. The Company shall
continue Employee's current salary payments as severance pay on the fifteenth
and last day of each month for a two (2) year period beginning on the day
following Employee's Last Day Worked, unless terminated sooner pursuant to
Paragraph 26 (the "Period").
Notwithstanding the foregoing, in the event Employee obtains another
position, regardless of whether such position is on a temporary, part-time,
full-time or consulting basis, with the Company, Ryder TRS, Inc. (formerly known
as RCTR Holdings, Inc.) or Questor Management Company, or any of their
subsidiaries or affiliates, after the execution of this Agreement and Release
but prior to the last day of the Period, Employee understands and agrees that
all severance payments will cease immediately and that all liabilities and
obligations hereunder shall terminate, except as provided in Paragraph 28.
(c) DUTIES. Until Employee's Last Day Worked, Employee agrees to
provide continued expertise and guidance in the business, affairs and management
of the Company and its subsidiaries and affiliates; to provide for transition
assistance to the Company; and to provide any other services or support
requested by the Chairman, President and Chief Executive Officer, or his
designee.
2. VACATION ENTITLEMENT. Employee has twenty-one (21) days of unused and
accrued vacation entitlement and shall be paid in a lump sum for such
entitlement, less any vacation taken prior to Employee's Last Day Worked, no
later than five (5) days following Employee's Last Day Worked.
3. MEDICAL AND DENTAL BENEFITS. Until Employee's Last Day Worked, the
Company's health care program benefits will be provided in accordance with the
terms of the Company's health care program, as it may be amended from time to
time.
Following Employee's Last Day Worked, the Company's health care program
benefits will be provided in accordance with the Consolidated Omnibus Budget
Reconciliation Act of 1985 as amended ("COBRA"), and the terms of the Company's
health care program, as it may be amended from time to time.
Following Employee's Last Day Worked and until the first to occur of
(i) the last day of the Period, (ii) the date Employee ceases the required
employee contributions, or (iii) the date Employee becomes eligible for medical
and/or dental benefits as an employee of another employer, Employee shall pay a
pre-tax contribution for such coverage at the then current employee contribution
rates for officers and the Company shall pay the balance of the COBRA premiums.
Thereafter, if Employee is eligible and wishes to continue Employee's COBRA
coverage, Employee shall be solely responsible for payment of the entire COBRA
premiums.
4. LIFE INSURANCE, SPLIT DOLLAR LIFE INSURANCE AND DEFERRED COMPENSATION.
Coverage under the Company's group life insurance plan and/or supplemental life
insurance policy, if applicable, will continue until the first to occur of (i)
the last day of the Period, (ii) the date Employee becomes eligible for such
coverage as an employee of another employer, or (iii) for supplemental life
insurance only, the date Employee effectively cancels the premium deduction
taken from Employee's severance pay. Such coverage will be in accordance with
the terms of the plan and/or policy as they may be amended from time to time.
Employee will continue to be covered by the Company's group life
insurance plan and any supplemental life insurance, if applicable, during each
plan's conversion privilege period, which is the thirty-one (31) days following
the last day of coverage as defined above. During such period, Employee may
convert the insurance coverage to an individual policy by directly contacting
and arranging the conversion through Standard Insurance Company.
Notwithstanding anything in the applicable agreements, plans or
policies to the contrary, if Employee is covered by the Company's split-dollar
life insurance with its attendant deferred compensation benefit as of the date
of this Agreement and Release, and Employee wishes to retain both the life
insurance coverage and its future deferred compensation benefit, following
Employee's Last Day Worked Employee may purchase the policy from the Company by
paying the Company an amount equal to the cash value of the policy. If Employee
elects to purchase the policy from the Company, Employee will have all the
benefits inherent in ownership of the whole-life policy, including the cash
value of the policy.
If Employee wishes to retain the life insurance coverage only, Employee
may convert the policy by forfeiting the deferred compensation benefit. If
Employee chooses this alternative, the Company will transfer ownership of the
policy to Employee, and contemporaneously Employee will execute an agreement
relinquishing the deferred compensation benefit. This alternative transfers the
entire cash value of the policy to Employee and relieves the Company of the
administrative record-keeping associated with Employee's deferred compensation
benefit.
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Employee must notify the Company of his election for the transfer of
his split-dollar life insurance policy and deferred compensation benefit within
thirty (30) days following Employee's Last Day Worked and the Company shall
complete the transfer as soon as practical upon receipt of such notice and the
required payment or executed agreement.
5. SALARY CONTINUANCE/SALARY PROTECTION; SUPPLEMENTAL LONG TERM
DISABILITY INSURANCE. Coverage under the Company's Salary Continuance program
and/or Salary Protection insurance policy, if applicable, will continue until
the first to occur of (i) the last day of the Period, (ii) the date Employee
becomes employed by another employer, or (iii) for Salary Protection insurance
only, the date Employee effectively cancels the premium deduction taken from
Employee's severance pay. Employee shall not be eligible to receive both
severance payments and Salary Continuance and/or Salary Protection payments at
the same time. Such coverage will be in accordance with the terms of the program
and/or policy as they may be amended from time to time.
The cost of Employee's Supplemental Long Term Disability insurance will
continue to be paid for by the Company through the last day of the Period,
provided the Employee remains enrolled in the underlying basic long term
disability coverage with the Standard Insurance Company of Oregon or has other
coverage with an equivalent benefit. If Employee obtains other disability
coverage during the Period and/or no longer participates in the Company's basic
long term disability program, Employee must advise the Company of the amount of
coverage Employee has with the new carrier for purposes of adjusting the
coverage provided under the Supplemental Long Term Disability insurance.
6. BUSINESS TRAVEL ACCIDENT INSURANCE. Coverage under the Company's
Business Travel Accident Insurance Plan, as it may be amended from time to time,
will cease as of Employee's Last Day Worked.
7. RETIREMENT BENEFITS. Employee has not met the vesting requirements of
the Company's retirement plan and is not eligible to receive retirement benefits
in accordance with plan provisions. However, in consideration of the retirement
benefits Employee gave up in accepting employment with the Company, the Company
shall pay Employee, out of the Company's general assets, the sum of one million
two hundred and forty thousand dollars ($1,240,000) within five (5) business
days of the later to occur of (i) Employee's Last Day Worked, or (ii) the end of
the Revocation Period.
8. HEALTH OR DEPENDENT DAY CARE REIMBURSEMENT ACCOUNTS. If Employee is a
participant in the Health Care Reimbursement Account, Employee's participation
will end on Employee's Last Day Worked. Thereafter, Employee may continue to
participate in the Health Care Reimbursement Account by electing COBRA coverage.
If Employee is a participant in the Dependent Day Care Reimbursement
Account, Employee may continue to participate until the earlier to occur of (a)
the end of the Period, or (b) the end of the current Plan year.
Participation shall be in accordance with the terms of the programs as
they may be amended from time to time. Claims in connection with the Health or
Dependent Day Care Reimbursement Accounts must be filed in accordance with Plan
provisions. Any questions regarding continued participation in such Accounts
should be directed to the Company's Vice President, Compensation and Benefits
Administration.
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9. EMPLOYEE SAVINGS PLAN (INCLUDING PAYSOP SHARES); SAVINGS RESTORATION
PLAN. If applicable, Employee will continue to participate in the Ryder System,
Inc. Employee Savings Plan, as it may be amended from time to time, until the
first to occur of (i) the last day of the Period, or (ii) the last day of the
thirteenth week of the Period. If the value of Employee's account is $3,500 or
less, a lump sum distribution will be made pursuant to plan provisions. If the
value of Employee's account is greater than $3,500, Employee's account will be
maintained in the Ryder System, Inc. Employee Savings Plan unless and until the
Employee requests a distribution from the Plan. However, if Employee has not
requested a distribution by age 70 1/2, then a distribution will be made in
accordance with plan provisions. Employee should direct any questions regarding
the Ryder System, Inc. Employee Savings Plan to the Company's Vice President,
Compensation and Benefits Administration.
If applicable, Employee will continue to participate in the Ryder
System, Inc. Savings Restoration Plan until the first to occur of (i) the last
day of the Period, or (ii) the last day of the thirteenth week of the Period.
Employee's account will be maintained in the Ryder System, Inc. Savings
Restoration Plan. The vested portion of Employee's account shall be distributed
on the January 1 following the first to occur of (i) the last day of the Period,
or (ii) the last day of the thirteenth week of the Period, or as soon as
administratively practicable thereafter. Such distribution shall be made in
accordance with Employee's most recent election and enrollment form on file with
the plan.
Employee acknowledges and agrees that no portion of the payment
described in Paragraph 7 shall be eligible for contribution to the Ryder System,
Inc. Employee Savings Plan or the Ryder System, Inc. Savings Restoration Plan.
10. STOCK PLANS. During the Period, Employee will not be eligible for any
stock option grants under the Ryder System, Inc. 1980 Stock Incentive Plan, the
Ryder System, Inc. 1995 Stock Incentive Plan (the "1980 and 1995 Plans"), nor
will Employee be eligible to participate in any other stock option, stock
purchase or similar plan or program offered by the Company or any of its
subsidiaries or affiliates. Employee must exercise stock options granted
pursuant to any of the Company's stock option plans and vested on Employee's
"Termination Date" within the period following Employee's "Termination Date"
specified by the applicable stock option agreement. Only for purposes of the
Ryder System, Inc. 1980 and 1995 Stock Incentive Plans the phrase "Termination
Date" shall mean the end of the Period with respect to Non-Qualified Stock
Options granted pursuant to such plans, and Employee's Last Day Worked with
respect to Incentive Stock Options granted thereunder.
11. INCENTIVE COMPENSATION AND DEFERRED COMPENSATION. Employee shall
receive a tenure-related cash bonus payment in the amount of ninety-three
thousand ninety-two dollars ($93,092) no later than five (5) business days after
the later to occur of (i) Employee's Last Day Worked, or (ii) the end of the
Revocation Period. Otherwise, Employee is not entitled to receive any cash bonus
payment pursuant to any other incentive compensation plan.
Salary or bonus awards that Employee has previously deferred, if any,
will be distributed in accordance with Employee's individual deferred
compensation agreement(s). The last day of the Period will be considered to be
Employee's termination date for purposes of Employee's deferred compensation
agreement(s), if any.
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12. CAR ALLOWANCE. Employee shall receive a car allowance of eight hundred
dollars ($800) per month during the Period.
13. PERQUISITE, FINANCIAL PLANNING/TAX PREPARATION AND EXECUTIVE PHYSICAL
ALLOWANCES, OUTPLACEMENT. For calendar year 1996, if not yet paid, and for
calendar year 1997, the Company shall provide Employee with the perquisite and
financial planning/tax preparation and executive physical allowances under which
Employee would have been entitled to receive reimbursement had he been an active
employee, pursuant to the plans and programs of the Company, as they may be
amended from time to time. In addition, Employee may retain the laptop computer
and printer currently assigned to Employee.
The Company shall provide Employee with a program of professional
outplacement services approved by the Company. In addition, the Company shall
reimburse Employee for documented and approved incidental outplacement expenses
directly related to job search such as resume mailing and interviewing trips
subject to a maximum cost equal to twenty thousand dollars ($20,000).
Professional outplacement services and/or the reimbursed incidental
outplacement expense allowance shall only be available to Employee after the end
of the Revocation Period, and until such date as Employee secures employment
with another employer or becomes self-employed, or the end of the approved
program, whichever occurs first. In addition, Employee shall not be entitled to
receive cash in lieu of the professional outplacement services or reimbursed
incidental outplacement expense allowance.
14. UNEMPLOYMENT COMPENSATION AND OTHER BENEFITS. After Employee's Last
Day Worked, should Employee apply for Unemployment Benefits and should the
Company be requested to complete any documents in connection therewith, the
Company shall complete such necessary documents and will not contest Employee's
receipt of such benefits. Any benefits not specifically stated in this Agreement
and Release to continue beyond Employee's Last Day Worked shall cease on
Employee's Last Day Worked, unless provided otherwise in the relevant plan or
policy or by law.
15. COVENANT OF CONFIDENTIALITY. All documents, records, techniques,
business secrets and other information, including this Agreement and Release,
and any and all incidents leading to or resulting from this Agreement and
Release, which have or will come into Employee's possession from time to time
during Employee's affiliation with the Company and/or any of its subsidiaries or
affiliates shall be deemed to be confidential and proprietary to the Company
and/or any of its subsidiaries or affiliates and shall be their sole and
exclusive property. Employee agrees that Employee will keep confidential and not
divulge to any other party any of the Company's or its subsidiaries' or
affiliates' confidential information and business secrets, including, but not
limited to, such matters as costs, profits, markets, sales, products, product
lines, key personnel, pricing policies, operational methods, customers, customer
requirements, suppliers, plans for future developments, and other business
affairs and methods and other information not readily available to the public,
except as required by law. Additionally, Employee agrees that upon Employee's
termination of employment, Employee shall promptly return to the Company any and
all confidential and proprietary information that is in Employee's possession.
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16. COVENANT OF NON-SOLICITATION. Until January 31, 1999, Employee, either
on Employee's own account or for any person, firm or company, shall not solicit,
interfere with or induce, or attempt to induce, any employee of the Company or
any of its subsidiaries or affiliates to leave their employment or to breach
their employment agreement, if any.
17. COVENANT OF NON-DISPARAGEMENT AND COOPERATION. Employee agrees not to
make any remarks disparaging the conduct or character of the Company or any of
its subsidiaries or affiliates, their agents, employees, officers, directors,
successors or assigns ("Ryder"). In addition, Employee agrees to cooperate with
Ryder in any litigation or administrative proceedings (e.g., EEOC charges)
involving any matters with which Employee was involved during Employee's
employment with the Company. The Company shall reimburse Employee for travel
expenses approved by the Company incurred in providing such assistance.
18. COVENANT AGAINST COMPETITION. Until January 31, 1999, Employee shall
not engage or become a partner, director, officer, principal, employee,
consultant, investor, creditor or stockholder, directly or indirectly, in any
business, proprietorship, association, firm or corporation not owned or
controlled by the Company and/or any of its subsidiaries or affiliates which is
engaged or proposes to engage or hereafter engages in a business competitive
directly or indirectly with the business conducted by the Company and/or any of
its subsidiaries or affiliates in any geographic area where such business of the
Company and/or any of its subsidiaries or affiliates is conducted, without the
prior written consent of the Company's Chairman, President and Chief Executive
Officer. This prohibition includes, but it is not limited to, the purchaser of
the Company's consumer truck rental and move management business. However,
Employee is not prohibited from owning one percent (1%) or less of the
outstanding capital stock of any corporation whose stock is listed on a national
securities exchange.
19. SPECIFIC REMEDY. Employee acknowledges and agrees that if Employee
commits a material breach of the Covenant of Confidentiality (Paragraph 15),
Covenant of Non-solicitation (Paragraph 16), Covenant of Non-Disparagement and
Cooperation (Paragraph 17) or Covenant Against Competition (Paragraph 18), the
Company shall have the right to have the obligations of Employee specifically
enforced by any court having appropriate jurisdiction on the grounds that any
such breach will cause irreparable injury to the Company, and that money damages
will not provide an adequate remedy to the Company. Employee further
acknowledges and agrees that the obligations contained in Paragraphs 15, 16, 17
and 18 of this Agreement and Release are fair, do not unreasonably restrict
Employee's future employment and business opportunities, and are commensurate
with the compensation arrangements set out in this Agreement and Release.
20. APPLICABLE LAW. This Agreement and Release shall be governed by and
construed according to the laws of the state of Florida.
21. WITHHOLDING AND TAXATION. All payments under this Agreement and
Release shall be less applicable withholding taxes and other proper deductions
consented to in writing by Employee or required by applicable law or regulation.
Additionally, the payments and benefits under this Agreement and Release may
result in imputed income to Employee and may be included in either Employee's
W-2 earnings statements or 1099 statements.
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22. ASSIGNMENT. This Agreement and Release is personal to Employee and
Employee does not have the right to assign this Agreement and Release or any
interest herein. This Agreement and Release shall be binding on and inure to the
benefit of the successors of the Company.
23. SEVERABILITY. In the event that one or more terms or provisions of
this Agreement and Release are found to be invalid or unenforceable for any
reason or to any extent, each remaining term and provision shall continue to be
valid and effective and shall be enforceable to the fullest extent permitted by
law.
24. UNSECURED, UNFUNDED OBLIGATIONS. The payments and benefits provided
to Employee pursuant to this Agreement and Release may be unsecured, unfunded
obligations of the Company.
25. DEATH OF EMPLOYEE. If Employee dies during the Period, this Agreement
and Release will end at the conclusion of the month in which the death occurs
and only the payment owed by the Company to Employee in the month of death will
be paid to the estate of Employee. Death of Employee during the Period will
cause the payment in Paragraph 4 to be made, if applicable, pursuant to the
terms and conditions of the Company's group life insurance plan.
In the event of Employee's termination for death or disability prior to
Employee's Last Day Worked, Employee and, to the extent applicable, his legal
representatives, executors, heirs, legatees and beneficiaries shall have no
rights under this Agreement and Release, except to the payments described in
Paragraphs 7 and 11, and their sole recourse, if any, shall be under the death
or disability provisions of the plans, programs, policies and practices of the
Company and/or its subsidiaries and affiliates, as appropriate.
26. BREACH OF THE AGREEMENT. Except as provided in Paragraph 28, the
Period, this Agreement and Release, and all liabilities and obligations
hereunder shall terminate on the date Employee commits a material breach of the
provisions of this Agreement and Release or the Company determines that Employee
committed and act(s) of misconduct, including, but not limited to, theft, sexual
harassment, or fraud, during his employment with the Company.
27. ARBITRATION. Should any dispute arise relating to the meaning or
application of this Agreement and Release, such dispute shall be settled in
Miami, Florida, in accordance with the commercial arbitration rules of the
American Arbitration Association and such settlement shall be final and binding.
28. SURVIVAL. Paragraphs 16 and 18 of this Agreement and Release shall
survive termination for a material breach by Employee of the provisions of this
Agreement and Release for the full period set forth in Paragraphs 16 and 18.
Paragraphs 15, 17, 19 and 30 shall survive termination of this Agreement and
Release for any reason.
29. COUNTERPARTS. This Agreement and Release may be executed in any
number of counterparts and/or duplicate originals, any of which shall be deemed
to be an original, and all of which together shall be deemed one and the same
document.
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30. RELEASE. FOR AND IN CONSIDERATION OF THE SEVERANCE BENEFITS PROVIDED
TO EMPLOYEE BY THE COMPANY, EMPLOYEE, ON BEHALF OF EMPLOYEE, EMPLOYEE'S HEIRS,
EXECUTORS, SUCCESSORS AND ASSIGNS, HEREBY RELEASES AND FOREVER DISCHARGES RYDER
FROM ANY AND ALL CLAIMS, DEMANDS, OBLIGATIONS, LOSSES, CAUSES OF ACTION, COSTS,
EXPENSES, ATTORNEYS' FEES AND ALL LIABILITIES WHATSOEVER, WHETHER KNOWN OR
UNKNOWN, SUSPECTED OR UNSUSPECTED, FIXED OR CONTINGENT, WHICH EMPLOYEE HAS OR
MAY HAVE AGAINST RYDER AS A RESULT OF EMPLOYEE'S EMPLOYMENT BY AND SUBSEQUENT
TERMINATION AS AN EMPLOYEE OF THE COMPANY, UP TO THE DATE OF THE EXECUTION OF
THIS AGREEMENT AND RELEASE. 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 THE COMPANY'S RIGHT TO TERMINATE ITS EMPLOYEES.
EMPLOYEE COVENANTS AND AGREES THAT EMPLOYEE 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 AGREEMENT AND RELEASE. EMPLOYEE FURTHER AGREES THAT IF
EMPLOYEE VIOLATES THIS COVENANT OR ANY OTHER PROVISION OF THIS AGREEMENT AND
RELEASE, EMPLOYEE SHALL INDEMNIFY RYDER FOR ALL COSTS AND ATTORNEYS FEES
INCURRED BY RYDER IN ENFORCING THIS AGREEMENT AND RELEASE.
31. NON-ADMISSION. This Agreement and Release shall not in any way be
construed as an admission by the Company of any unlawful or wrongful acts
whatsoever against Employee or any other person, and the Company specifically
disclaims any liability to or wrongful acts against Employee or any other
person, on the part of Ryder.
32. ENTIRE AGREEMENT. Employee understands that this document constitutes
the entire agreement concerning severance pay and related benefits between
Employee and the Company, that this document may not be modified except by a
written document signed by Employee and the Company, and that no other promises
have been made concerning the subject matter covered herein. Employee
understands and agrees that the Company has no obligations to Employee beyond
the terms of this Agreement and Release and Employee acknowledges that Employee
has not relied upon any representations or statements, written or oral, not set
forth in this document.
33. REVOCATION PERIOD. EMPLOYEE UNDERSTANDS AND ACKNOWLEDGES THAT EMPLOYEE
HAS SEVEN (7) CALENDAR DAYS FOLLOWING EMPLOYEE'S EXECUTION OF THIS AGREEMENT AND
RELEASE TO REVOKE EMPLOYEE'S ACCEPTANCE OF THIS AGREEMENT AND RELEASE (THE
"REVOCATION PERIOD") AND THAT THIS AGREEMENT AND RELEASE SHALL NOT BECOME
EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED. REVOCATION OF
THIS AGREEMENT AND RELEASE MUST BE MADE BY DELIVERING A WRITTEN NOTICE OF
REVOCATION
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TO XXXXXXX X. XXXX, ASSISTANT GENERAL COUNSEL. 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 EMPLOYEE SIGNS THIS AGREEMENT AND
RELEASE. IN ADDITION, EMPLOYEE UNDERSTANDS AND ACKNOWLEDGES THAT NO MONIES WILL
BE PAID UNDER THE TERMS OF THIS AGREEMENT AND RELEASE UNTIL THE END OF THE
REVOCATION PERIOD, EXCEPT FOR EMPLOYEE'S VACATION ENTITLEMENT.
EMPLOYEE CERTIFIES THAT EMPLOYEE HAS FULLY READ, HAS RECEIVED AN EXPLANATION OF,
HAS NEGOTIATED AND COMPLETELY UNDERSTANDS THE PROVISIONS OF THIS AGREEMENT AND
RELEASE, THAT EMPLOYEE HAS BEEN ADVISED BY THE COMPANY TO CONSULT WITH AN
ATTORNEY BEFORE SIGNING THIS AGREEMENT AND RELEASE, THAT EMPLOYEE HAS BEEN GIVEN
AT LEAST TWENTY-ONE (21) CALENDAR DAYS TO REVIEW AND CONSIDER THE PROVISIONS OF
THIS AGREEMENT AND RELEASE, AND THAT EMPLOYEE IS SIGNING FREELY AND VOLUNTARILY,
WITHOUT DURESS, COERCION OR UNDUE INFLUENCE.
PLEASE READ CAREFULLY AS THIS DOCUMENT INCLUDES
A GENERAL RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS
Witness: J. XXXXXX XXXXXX
("Employee")
/s/ XXXXXXXX XXXXX 11/15/96 /s/ J. XXXXXX XXXXXX 11/15/96
--------------------- -------- -------------------------------- --------
Signature Date Signature Date
/s/XXXXXXXX XXXXXXXXX 11/15/96 ###-##-####
--------------------- -------- --------------------------------
Signature Date Social Security Number
Attest: RYDER SYSTEM, INC.
(the "Company")
/s/ XXXXXXX X. XXXX 11/15/96
/s/ XXXXXX X. XXXXXXXX 11/15/96
---------------------- -------- By /s/ M. XXXXXXX XXXXX 11/15/96
Signature Date ---------------------------- --------
Signature Date
ASST SECRETARY
Title: EVP - HR Title:Chairman, President & CEO
----------------- ------------------------
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November 7, 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/ J. XXXXXX XXXXXX
--------------------------
J. Xxxxxx Xxxxxx
10
November 7, 1996
TO: J. Xxxxxx Xxxxxx
FROM: M. Xxxxxxx Xxxxx
RE: Agreement and Release
In accordance with the Older Workers Benefit Protection Act, I am required to
inform you of the following regarding your execution of the attached Agreement
and Release.
1. You should consult with an attorney before signing the Agreement and
Release.
2. You will have twenty-one (21) days from the day you receive the
Agreement and Release to execute it. If you have not executed the
Agreement and Release by the twenty-first day, it will automatically be
declared null and void and revoked.
3. After you have executed the Agreement and Release, you have seven (7)
calendar days to revoke your acceptance of it. If you revoke the
Agreement and Release within the seven (7) calendar days, it is null
and void. For the revocation of the Agreement and Release 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
Agreement and Release.
4. If you do not revoke your execution of the Agreement and Release within
the seven (7) calendar days, it will become effective and payments will
commence in accordance with the terms of the Agreement and Release.
Please acknowledge below your receipt of this document, as well as the attached
Agreement and Release, and that you have read and understand this page of
conditions.
Acknowledged:
/s/ XXXXX XXXXXX XXXXXX
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11/15/96
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Date
Attachment
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