EXHIBIT 10.11
March 7, 1998
Xxxxxx X. Xxxxxxxxxxx
Xxxxx TRS, Inc.
0000 Xxxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Re: Employment Agreement
Dear Xxx:
I have been advised that certain provisions of my employment agreement with the
Company dated December 18, 1997 may give rise to so-called "parachute payments"
under Section 280G of the Internal Revenue Code.
While my rights under my employment agreement are fully enforceable by me, I
hereby agree to waive all right and entitlement to the "Executive Severance" and
"Executive Stay-on Bonus" (collectively, the "Parachute Payments") to be
provided to me by the Company under the terms of my employment agreement.
My waiver of the Parachute Payments is subject to and conditioned on the
consummation of the transactions contemplated by the Agreement and Plan of
Merger dated as of March 4, 1998 by and among Ryder TRS, Inc., Questor Partners
Fund, L.P., Questor Side-By-Side Partners, L.P., Madison Dearborn Capital
Partners, L.P., BDG Corporation and Budget Group, Inc. (the "Merger Agreement").
If the Merger Agreement is terminated prior to the "Closing" (as defined in the
Merger Agreement) as provided in Section 10.1 of the Merger Agreement, my waiver
of the Parachute Payments shall be deemed rescinded, and the existing terms of
my employment agreement will continue to apply without regard to this waiver.
Except as otherwise provided herein, my waiver of the Parachute Payments shall
not affect any other benefits provided under my employment agreement.
Please acknowledge receipt and your agreement to the matters set forth in this
letter.
Very truly yours,
/s/ XXXXXXX XXXXXXXX
Xxxxxxx Xxxxxxxx
Accepted and Agreed to:
RYDER TRS, INC.
/s/ XXXXXX X. XXXXXXXXXXX
____________________________
Xxxxxx X. Xxxxxxxxxxx
