EX-10.1



 



EXHIBIT 10.1


Change of Control

Severance Agreement



          THIS AGREEMENT between RYDER SYSTEM, INC., a Florida corporation (the
“Corporation”), and name (the “Executive”), dated as of the first day of
November, 2000.



WITNESSETH:



     WHEREAS, the Executive is an officer and/or key employee of the
Corporation and/or its subsidiaries or affiliates and an integral part of its
management; and


     WHEREAS, in order to retain the Executive and to assure both the Executive
and the Corporation of the continuity of management in the event of any actual
or threatened Change of Control (as defined in Section 2) of the Corporation,
the Corporation desires to provide severance benefits to the Executive if the
Executive’s employment with the Corporation and/or its subsidiaries or
affiliates terminates as provided herein concurrent with or subsequent to a
Change of Control;


     NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is hereby agreed by and between the Corporation and the
Executive as follows:


     l.     Term of Agreement. This Agreement shall become effective as of the
date hereof and shall terminate upon the occurrence of the earliest of the
events specified below; provided, however, that Section 5, including the
release referenced therein, shall survive termination of this Agreement:


          (a) the last day of the Severance Period (as defined in Section 3(f));



          (b) the termination of the Executive’s employment by the Corporation or
its subsidiaries or affiliates for Death, Disability or Cause, or by the
Executive other than for Good Reason (as defined in Section 3(b), (a), and (c)
respectively);



          (c) one (1) year following the date of receipt of a mailing (by overnight
express mail or registered or certified mail, return receipt requested) or hand
delivery to the Executive by the Corporation of written notice of its intent to
terminate this Agreement; provided, however, that such written notice shall
have been received by the Executive prior to the date of a Change of Control
(as defined in Section 2);



          (d) three (3) years following the date of a Change of Control (as defined
in Section 2) if the Executive’s employment with the Corporation or its
subsidiaries or affiliates has not been terminated as of such time; or



          (e) the material breach by the Executive of the provisions of Section 5,
including the release referenced therein.




 






 





          Additionally, notwithstanding anything in this Agreement to the contrary,
if the Executive should die while receiving severance pay or benefits pursuant
to Section 4 as a result of the termination of the Executive’s employment by
the Corporation or its subsidiaries or affiliates other than for Death,
Disability or Cause, or by the Executive for Good Reason (as defined in
Sections 3(b), (a), and (c) respectively), this Agreement shall terminate
immediately upon the Executive’s death and both parties shall be released from
all obligations under this Agreement other than those under the release
referenced in Section 5(b)(II) and those relating to amounts or benefits which
are payable under this Agreement within five (5) business days after the
Executive’s Date of Termination (if not already paid), are vested under any
plan, program, policy or practice, or the Executive is otherwise entitled to
receive upon his death, including, but not limited to, life insurance. Any
payment due pursuant to the preceding sentence upon the Executive’s death shall
be made to the estate of the deceased Executive, unless the plan, program,
policy, practice or law provides otherwise.



     2.     Change of Control. For the purpose of this Agreement, a “Change of
Control” shall be deemed to have occurred if:


          (a) any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
“1934 Act”)) (a “Person”) becomes the beneficial owner, directly or indirectly,
of twenty percent (20%) or more of the combined voting power of the
Corporation’s outstanding voting securities ordinarily having the right to vote
for the election of directors of the Corporation; provided, however, that for
purposes of this subparagraph (a), the following acquisitions shall not
constitute a Change of Control: (i) any acquisition by any employee benefit
plan or plans (or related trust) of the Corporation and its subsidiaries and
affiliates or (ii) any acquisition by any corporation pursuant to a transaction
which complies with clauses (i), (ii) and (iii) of subparagraph (c) of this
Section 2; or



          (b) the individuals who, as of August 18, 1995, constituted the Board of
Directors of the Corporation (the “Board” generally and as of August 18, 1995
the “Incumbent Board”) cease for any reason to constitute at least two-thirds
(2/3) of the Board, provided that any person becoming a director subsequent to
August 18, 1995 whose election, or nomination for election, was approved by a
vote of the persons comprising at least two-thirds (2/3) of the Incumbent Board
(other than an election or nomination of an individual whose initial assumption
of office is in connection with an actual or threatened election contest, as
such terms are used in Rule 14a-11 of Regulation 14A promulgated under the 1934
Act) shall be, for purposes of this Agreement, considered as though such person
were a member of the Incumbent Board; or



          (c) there is a reorganization, merger or consolidation of the Corporation
(a “Business Combination”), in each case, unless, following such Business
Combination, (i) all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Corporation’s outstanding
common stock and outstanding voting securities ordinarily having the right to
vote for the election of directors of the Corporation immediately prior to such
Business Combination beneficially own, directly or indirectly, more than fifty
percent (50%) of, respectively, the then outstanding shares of common stock and
the combined voting power of the then outstanding voting securities ordinarily
having the right to vote for the election of directors, as the case may be, of
the corporation resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns the
Corporation or all




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or substantially all of the Corporation’s assets either directly or through one
or more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the Corporation’s
outstanding common stock and outstanding voting securities ordinarily having
the right to vote for the election of directors of the Corporation, as the case
may be, (ii) no Person (excluding any corporation resulting from such Business
Combination or any employee benefit plan or plans (or related trust) of the
Corporation or such corporation resulting from such Business Combination and
their subsidiaries and affiliates) beneficially owns, directly or indirectly,
20% or more of the combined voting power of the then outstanding voting
securities of the corporation resulting from such Business Combination and
(iii) at least two-thirds (2/3) of the members of the board of directors of the
corporation resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial agreement, or of
the action of the Board, providing for such Business Combination; or


          (d) there is a liquidation or dissolution of the Corporation approved by
the shareholders; or



          (e) there is a sale of all or substantially all of the assets of the
Corporation.



If a Change of Control occurs and if the Executive’s employment is terminated
prior to the date on which the Change of Control occurs, and if it is
reasonably demonstrated by the Executive that such termination of employment
(A) was at the request of a third party who has taken steps reasonably
calculated to effect a Change of Control or (B) otherwise arose in connection
with or in anticipation of a Change of Control, a Change of Control shall be
deemed to have retroactively occurred on the date immediately prior to the date
of such termination of employment.


     3.     Certain Definitions.


          (a) Cause. The Executive’s employment may be terminated for Cause only if
a majority of the Incumbent Board determines that Cause (as defined below)
exists. For purposes of this Agreement, “Cause” means (i) an act or acts of
fraud, misappropriation, or embezzlement on the Executive’s part which result
in or are intended to result in his or another’s personal enrichment at the
expense of the Corporation or its subsidiaries or affiliates, (ii) conviction
of a felony, (iii) conviction of a misdemeanor involving moral turpitude, or
(iv) willful failure to report to work for more than thirty (30) continuous
days not attributable to eligible vacation or supported by a licensed
physician’s statement.



          (b) Death or Disability.



               (i) The Executive’s employment will be terminated by the Corporation or
its subsidiaries or affiliates automatically upon the Executive’s death
(“Death”).



               (ii) After having established the Executive’s Disability (as defined
below), the Corporation may give to the Executive written notice of the
Corporation’s and/or its subsidiaries’ or affiliates’ intention to terminate
the Executive’s employment for Disability. The Executive’s employment will
terminate for Disability effective on the thirtieth (30th) day after the
Executive’s receipt of such notice (the “Disability Effective Date”) if within
such thirty (30) day period after such receipt the Executive shall fail to
return to full-time performance of his duties.




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For purposes of this Agreement, “Disability” means disability which after the
expiration of more than five (5) months after its commencement is determined to
be total and permanent by an independent licensed physician mutually agreeable
to the parties.


          In the event of the Executive’s termination for Death or Disability, the
Executive and, to the extent applicable, his legal representatives, executors,
heirs, legatees and beneficiaries, shall have no rights under this Agreement
and their sole recourse, if any, shall be under the death or disability
provisions of the plans, programs, policies and practices of the Corporation
and/or its subsidiaries and affiliates, as appropriate.



          (c) Good Reason. For purposes of this Agreement, “Good Reason” means:



               (i) any failure by the Corporation and/or its subsidiaries or affiliates
to furnish the Executive and/or where applicable, his family, with (A) total
annual cash compensation (including annual incentive compensation), (B) total
aggregate value of perquisites, (C) total aggregate value of benefits, or (D)
total aggregate value of long term compensation, including but not limited to,
stock options, in each case at least equal to or otherwise comparable to in the
aggregate or exceeding the highest level received by the Executive from the
Corporation and/or its subsidiaries or affiliates during the six (6) month
period (or the one (1) year period for compensation, perquisites and benefits
which are paid less frequently than every six (6) months) immediately preceding
the Change of Control, other than an inadvertent failure remedied by the
Corporation within five (5) business days after receipt of notice thereof given
by the Executive;



               (ii) the Corporation’s and/or its subsidiaries’ or affiliates’ requiring
the Executive to be based or to perform services at any site or location more
than fifteen (15) miles from the site or location at which the Executive is
based at the time of the Change of Control, except for travel reasonably
required in the performance of the Executive’s responsibilities (which does not
materially exceed the level of travel required of the Executive in the six (6)
month period immediately preceding the Change of Control);



               (iii) any failure by the Corporation to obtain the assumption and
agreement to perform this Agreement by a successor as contemplated by Section
8(b);



               (iv) any failure by the Corporation to pay into the Trust(s) (as defined
in Section 4(c)) the amounts and at the time or times as are required pursuant
to the terms of such Trust(s);



               (v) any purported termination by the Corporation or its subsidiaries or
affiliates of the Executive’s employment that is not effected pursuant to a
Notice of Termination satisfying the requirements of Section 3(d), which
purported termination shall not be effective for purposes of this Agreement; or



               (vi) if the Executive is in management level 14 or above immediately prior
to the Change of Control, (A) any assignment to the Executive of duties
inconsistent in any material respect with the highest level of the Executive’s
position (including titles and reporting relationships), authority,
responsibilities or status as in effect at any time during the six (6) month




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period immediately preceding the Change of Control without the express prior
written consent of the Executive (which consent the Executive has the absolute
right to withhold), or (B) any other material adverse change in such position,
authority, responsibilities or status without the express prior written consent
of the Executive (which consent the Executive has the absolute right to
withhold).


          For the purposes of this Section 3(c), any good faith interpretation by
the Executive of the foregoing definitions of “Good Reason” shall be conclusive
on the Corporation. Additionally, the Executive’s continued employment shall
not constitute consent to, or a waiver of rights with respect to, any
circumstance constituting Good Reason hereunder.



          (d) Notice of Termination. Any termination of the Executive’s employment
by the Executive for Good Reason or by the Corporation or its subsidiaries or
affiliates for any reason other than Death shall be communicated by a Notice of
Termination to the other party, with a copy to the Trustee (as defined in
Section 4(c)) hereto given in accordance with Section 9(b). For purposes of
this Agreement, a “Notice of Termination” means a written notice which (i)
indicates the specific termination provision in this Agreement relied upon,
(ii) sets forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Executive’s employment under the
provision so indicated, and (iii) if the Date of Termination (as defined below)
is other than the date of receipt of such notice, specifies the termination
date (which date shall be not more than fifteen (15) days after the giving of
such notice or, in the event of Disability, the Disability Effective Date).



          (e) Date of Termination. Date of Termination means the date of receipt by
the Executive or the Corporation or its subsidiaries or affiliates of the
Notice of Termination or any later date specified therein, as the case may be;
provided, however, that if the Executive’s employment is terminated by reason
of Death or Disability, the Date of Termination shall be the date of Death of
the Executive or the Disability Effective Date, as the case may be.



          (f) Severance Period. Unless terminated sooner pursuant to Section 1, the
Severance Period means the period set forth below depending on the Executive’s
management level immediately preceding either the Notice of Termination or, if
greater, the Change of Control, which period shall begin on the day following
the Executive’s Date of Termination:




	 	 	 
	Chief Executive Officer	 	
Three (3) years
	Mgmt. Level 19 or above	 	
Three (3) years
	Mgmt. Level 15-18	 	
Two (2) years
	Mgmt. Level 14	 	
One (1) year and six (6) months
	Mgmt. Level 13	 	
One (1) year
	Mgmt. Level 12	 	
Nine (9) months
	Mgmt. Level 11	 	
Six (6) months



     4.     Obligations of the Corporation.


          (a) Circumstances of Termination.




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               (i) If, within the three (3) year period commencing on a Change of Control
of the Corporation, (A) the Corporation or its subsidiaries or affiliates shall
terminate the Executive’s employment for any reason other than for Death,
Disability or Cause, or (B) the Executive shall terminate his employment with
the Corporation or its subsidiaries or affiliates for Good Reason, the
Corporation agrees to provide the Executive with compensation, benefits and
perquisites in accordance with the terms and provisions set forth in Subsection
(iii) below and the other provisions of this Agreement, and the Executive
agrees that he shall be subject to such terms and provisions. The Executive
shall not be deemed to have terminated his employment with the Corporation or
any of its subsidiaries or affiliates if he leaves the employ of the
Corporation or any of its subsidiaries or affiliates for immediate reemployment
with the Corporation or any of its subsidiaries or affiliates.



               (ii) If during the term of this Agreement, (A) the Corporation or its
subsidiaries or affiliates shall terminate the Executive’s employment for
Death, Disability or Cause or (B) the Executive shall terminate his employment
with the Corporation or its subsidiaries or affiliates other than for Good
Reason, then the Executive shall not be entitled to any of the benefits set
forth in Subsection (iii) below or in any other section of this Agreement,
except to the extent of the amounts which represent vested benefits or which
the Executive is otherwise entitled to receive under any plan, program, policy
or practice of the Corporation or any of its subsidiaries or affiliates at or
subsequent to the Executive’s Date of Termination.



               (iii) If the Executive is entitled to receive severance pay and benefits
under Subsection (i) above, the Corporation agrees to provide the Executive
with the following compensation, benefits and perquisites, subject to Section
5(b):




		
	 	     (I) Cash Entitlement. The Corporation and/or the Trustee (as
defined in Section 4(c)) shall pay to the Executive the aggregate of the
amounts determined pursuant to clauses a through f below:
	 
	 	          a. Unpaid Salary and Vacation. If not already paid, the Executive’s
base salary and unused vacation entitlement through the Executive’s Date
of Termination at the rate in effect at the time the Notice of
Termination was given, or if greater, at the highest rate in effect
during the six (6) month period immediately preceding the Change of
Control.
	 
	 	          b. Salary Multiple. The Executive’s annual base salary at the rate
in effect at the time the Notice of Termination was given, or if greater,
at the highest rate in effect during the six (6) month period immediately
preceding the Change of Control (“Annual Base Salary”), multiplied by the
following salary multiple depending on the Executive’s management level
immediately preceding either the Notice of Termination or, if greater,
the Change of Control:




	 	 	 	 	 
	Chief Executive Officer	 	 	
3	 
	Mgmt. Level 19 or above	 	 	
3	 
	Mgmt. Level 15-18	 	 	
2	 
	Mgmt. Level 14	 	 	
1.5	 
	Mgmt. Level 13	 	 	
1	 



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	Mgmt. Level 12	 	 	
..75	 
	Mgmt. Level 11	 	 	
..5	 



                    c.
Tenure - Related Bonus. An amount equal to the product of (i) the
Executive’s Annual Base Salary multiplied by (ii) the stated target bonus
opportunity percentage available to the Executive under the respective
incentive compensation plan immediately preceding either the Notice of
Termination or, if greater, the Change of Control multiplied by (iii) the
“Executive’s Three Year Average Bonus Percentage” (as defined below) (the
product of (i), (ii) and (iii) hereinafter referred to as the “Bonus Average”)
multiplied by the number of the Executive’s full and prorated partial years of
service with the Corporation and/or its subsidiaries or affiliates, subject to
a maximum of twelve (12) years, divided by twelve (12).




		
	 	     The “Executive’s Three Year Average Bonus Percentage” is the sum of
the Bonus Percentages Paid to the Executive divided by the stated target
bonus opportunity percentages available to the Executive rounded to one
decimal place (e.g., 86.3%) for each of the three (3) fiscal years
immediately preceding either the Notice of Termination or, if greater,
the Change of Control divided by three (3). Bonus Percentage Paid
constitutes the actual bonus paid to the Executive in the related fiscal
year expressed as a percentage of annual base salary.
	 
	 	     If the Executive has been employed by the Corporation and/or its
subsidiaries or affiliates for less than three (3) fiscal years prior to
the Change of Control, or if the Executive was not eligible to receive an
incentive compensation award pursuant to an incentive compensation plan
of the Corporation and/or its subsidiaries or affiliates for one (1) or
more of the three (3) fiscal years immediately preceding either the
Change of Control or the Notice of Termination, the bonus percentage to
be applied in the “Executive’s Three Year Bonus Percentage” calculation
for any year in which the Executive was not employed or eligible to
receive an incentive award will be the average bonus percentage paid for
such year to all executives in the Corporation or the Executive’s
respective level or division, as appropriate.



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CALCULATION EXAMPLE OF EXECUTIVE’S THREE YEAR AVERAGE

BONUS PERCENTAGE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	(2)	 	 	 	 
	 	 	 	 	(1)	 	Stated	 	(1)/(2)
	 	 	 	 	Bonus	 	Target	 	Bonus
	 	 	 	 	Percentage	 	Bonus	 	Opportunity
	Year	 	Paid	 	Opportunity	 	Percent
	
	 	
	 	
	 	

	 	 	1
	 	 	55.1	%	 	 	70.0	%	 	 	78.7	%
	 	 	2
	 	 	57.9	%	 	 	70.0	%	 	 	82.7	%
	 	 	3
	 	 	55.0	%	 	 	70.0	%	 	 	78.6	%
	 	Sum
	 	 	 	 	 	 	 	 	 	 	240.0	%
	Executive’s Three Year Average
Bonus Percentage (Sum divided by 3)
	 	 	 	 	 	 	 	 	 	 	80.0	%




		
	 	          d. Bonus Multiple. For the Chief Executive Officer and executives
in management level 17 and above only, an amount equal to the product of
the Bonus Opportunity determined in clause c above multiplied by the
following multiple depending on the Executive’s management level
immediately preceding either the Notice of Termination or, if greater,
the Change of Control:




	 	 	 	 	 
	Chief Executive Officer	 	 	
2	 
	Mgmt. Level 17 or above	 	 	
1	 




		
	 	          e. Change of Control Year Bonus. If the Executive has not yet been
paid an incentive compensation award for the calendar year in which the
Change of Control occurred in accordance with the terms of the incentive
compensation plan in effect immediately preceding the Change of Control,
the Executive shall receive an amount equal to the product of (i) the
actual salary earned by the Executive during the calendar year in which
the Change of Control occurred multiplied by (ii) the greater of bonus
percentage based on actual company performance or one hundred twenty
percent (120%) of stated target bonus opportunity for such calendar year
under the incentive compensation plan as in effect immediately preceding
the Change of Control; provided, however, if a “Big Five” accounting firm
chosen by the Corporation does not verify the actual company performance
in accordance with the terms of the incentive compensation plan in effect
immediately preceding the Change of Control, the Executive shall receive
an amount equal to the product of (i) above multiplied by one hundred
percent (100%) of stated target bonus opportunity for such calendar year
under the incentive compensation plan as in effect immediately preceding
the Change of Control.
	 
	 	          f. Prior Year Bonus. If bonuses for the calendar year prior to the
Executive’s Date of Termination (other than those payable pursuant to
clause e above) have been distributed and the Executive is entitled to
and has not yet been paid his incentive compensation award for such
calendar year, and his Date of Termination is subsequent to the incentive
compensation award payment date for such calendar year, then the
Executive shall receive an additional amount equal to the product of the
actual



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	 	salary earned by the Executive during the prior calendar year multiplied
by the actual bonus percentage approved for the Executive for such
calendar year under the respective incentive compensation plan.




		
	 	          The Corporation and/or the Trustee (as defined in Section 4(c))
shall pay to the Executive the aggregate of the amounts determined
pursuant to clauses a through d and clause f above in a lump sum by
cashier’s check within five (5) business days after the later of the
Executive’s Date of Termination or the date of receipt by the Corporation
and the Trustee (as defined in Section 4(c)) of the Executive’s written
demand for payment accompanied by notarized copies of the Notice of
Termination, release and, to the extent applicable, letter of resignation
(as described in Section 5(b)(II)). The Corporation and/or the Trustee
(as defined in Section 4(c)) shall pay to the Executive the amount
determined pursuant to clause e above by cashier’s check no later than
(i) the first March 15th following the calendar year in which the Change
of Control occurred or (ii) five (5) business days after the later of the
Executive’s Date of Termination or the date of receipt by the Corporation
and the Trustee (as defined in Section 4(c)) of the Executive’s written
demand for payment accompanied by notarized copies of the Notice of
Termination, release and, to the extent applicable, letter of resignation
(as described in Section 5(b)(II)), whichever is the last to occur.




		
	 	               (II) Medical, Dental, Disability, Life Insurance and Other Similar
Plans and Programs. Until the earliest to occur of (i) the last day of
the Severance Period, (ii) the date on which the Executive becomes
eligible for the designated or comparable coverage as an employee of
another employer which provides or offers such coverage to its employees,
or (iii) in the case of benefits requiring employee contributions, the
date the Executive fails to make such contributions pursuant to the
Corporation’s or the plan’s instructions (which instructions shall be
reasonable and given to the Executive by the Corporation within five (5)
business days following the Executive’s Date of Termination) or otherwise
cancels his coverage in accordance with plan provisions (the “Benefits
Continuation Period”), the Corporation shall continue to provide all
benefits which the Executive and/or his family is or would have been
entitled to receive under all medical, dental, disability, supplemental
life, group life, and accidental death and dismemberment insurance plans
and programs, and other similar plans and programs of the Corporation
and/or its subsidiaries or affiliates not otherwise provided for in this
Agreement, in each case on a basis providing the Executive and/or his
family with the opportunity to receive benefits at least equal to the
greatest level of benefits provided by the Corporation and/or its
subsidiaries or affiliates for the Executive under such plans and
programs if and as in effect at any time during the six (6) month period
immediately preceding either the Notice of Termination or, if greater,
the Change of Control whether or not such plans or programs were in
effect at the time of the execution of this Agreement. The
non-contributory benefits will be paid for by the Corporation. The
medical and dental plan benefits, to the extent applicable, will be
provided in accordance with the provisions of the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended (“COBRA”), except that the
Corporation shall pay the COBRA premiums for the standard medical and
dental plan benefits during the Benefits Continuation Period minus the
Executive’s contributory obligation determined as if the Executive were
still an executive employee of the Corporation. If the Executive’s
participation in any such plan



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	 	or program is barred by COBRA or for any other reason, the Corporation
shall pay or provide for payment of such benefits or substantially
similar benefits to the Executive and/or his family. Upon termination of
his coverage under this paragraph, the Executive may be eligible under
COBRA to continue some of his benefits for an additional period of time.
If such is the case, the Executive will be responsible for the entire
COBRA premium. Additionally, the Executive has thirty-one (31) days from
last day of coverage in which to convert his group life insurance,
dependent group life insurance and/or long-term disability to an
individual policy (“Insurance Conversion Period”). For the purposes of
short-term disability, coverage will terminate on the Executive’s Date of
Termination unless the Executive has an established disability. The
Executive shall not be eligible to receive both severance payments and
short term disability. For the purposes of long-term disability, the
last day of coverage is defined as the last day of the month in which
occurred the Executive’s Date of Termination. The Executive must arrange
for conversion to an individual policy during the Insurance Conversion
Period through the Benefits Service Center, or such other company as is
then providing coverage.




		
	 	          (III) Car Allowance. Notwithstanding the Executive’s management
level, if the Executive was receiving a car allowance at the time the
Notice of Termination was given, the Corporation shall pay to the
Executive, in a lump sum within five (5) business days after the
Executive’s Date of Termination, an amount equal to the product of the
Executive’s monthly car allowance in effect at the time the Notice of
Termination was given multiplied by 12, multiplied by the following
multiple depending on the Executive’s management level at the time the
Notice of Termination was given:




	 	 	 	 	 
	Chief Executive Officer	 	 	
3	 
	Mgmt. Level 19 or above	 	 	
3	 
	Mgmt. Level 15-18	 	 	
2	 
	Mgmt. Level 14	 	 	
1	
..5
	Mgmt. Level 13	 	 	
1	 
	Mgmt. Level 12	 	 	 	
..75
	Mgmt. Level 11	 	 	
 	
..5




		
	 	          (IV) Outplacement. The Corporation and/or the Trustee (as defined
in Section 4(c)) shall pay to the Executive, in a lump sum by cashier’s
check within five (5) business days after the later of the Executive’s
Date of Termination or the date of receipt by the Corporation and the
Trustee (as defined in Section 4(c)) of the Executive’s written demand
for payment accompanied by notarized copies of the Notice of Termination,
release and, to the extent applicable, letter of resignation (as
described in Section 5(b)(II)), an amount equal to twenty percent (20%)
of the aggregate of the Executive’s Annual Base Salary and Bonus
Opportunity (as defined in clauses (I)b and (I)c above respectively),
subject to a maximum cost of $50,000 if the Executive was in management
level 11-19 immediately prior to either the Notice of Termination, or if
greater, the Change of Control and a maximum cost of $75,000 if the
Executive was above management level 19 or Chief Executive Officer
immediately prior to either the Notice of Termination, or if greater, the
Change of Control, which amount may be used by the Executive as he sees
fit and, at his sole discretion, in seeking new employment, including
outplacement services.



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	 	          (V) Perquisite, Country Club, and Financial Planning/Tax Preparation
Allowances. The Corporation and/or the Trustee (as defined in Section
4(c)) shall pay to the Executive, in a lump sum by cashier’s check within
five (5) business days after the later of the Executive’s Date of
Termination or the date of receipt by the Corporation and the Trustee (as
defined in Section 4(c)) of the Executive’s written demand for payment
accompanied by notarized copies of the Notice of Termination, release
and, to the extent applicable, letter of resignation (as described in
Section 5(b)(II)), an amount equal to the perquisite, country club, and
financial planning/tax preparation allowances, as appropriate, the
Executive would have been entitled to receive under the plans, programs,
policies and practices of the Corporation and/or its subsidiaries or
affiliates for the twelve (12) month perquisite, country club, and
financial planning/tax preparation payment period of the Corporation or
the Executive’s respective division, as appropriate (i.e., January -
December or September - August), in which the Notice of Termination was
given, if not yet paid, and one (1) additional twelve (12) month period
thereafter, but in no event for longer than the Severance Period, in each
case on a basis providing the Executive with benefits at least equal to
the greatest level of benefits provided by the Corporation and/or its
subsidiaries or affiliates for the Executive under such plans, programs,
policies and practices if and as in effect at any time during the six (6)
month period immediately preceding either the Notice of Termination, or
if greater, the Change of Control.




		
	 	          (VI) Split-Dollar Life. If the Executive is covered by the
Corporation’s split-dollar life insurance policy as of the date of this
Severance Agreement, the Corporation shall continue and pay for the
Executive’s coverage until the end of the Severance Period. At the end
of the Severance Period, the Corporation will recover its collateral
interest in the policy and the Executive shall have the option to (i)
retain the policy and continue its life insurance death benefit or (ii)
surrender the policy for its remaining cash surrender value, if any. If
the Executive elects to continue the life insurance death benefit, the
Executive may be required to make additional premium payments. The
Executive should contact the Corporation’s Vice President, Compensation
and Benefits Administration, to ascertain whether any premiums may be
required.
	 
	 	          (VII) Supplemental Long Term Disability Insurance. If applicable,
the cost of the Executive’s Supplemental Long Term Disability insurance
will continue to be paid by the Corporation through the last day of the
Severance Period, provided the Executive remains enrolled in the
underlying basic long term disability coverage with the Standard
Insurance Company of Oregon or any successor carrier appointed by the
Company or has other coverage with an equivalent benefit. If the
Executive obtains other disability coverage during the Severance Period
and/or no longer participates in the Corporation’s basic long term
disability program, the Executive must advise the Corporation of the
amount of coverage the Executive has with the new carrier for purposes of
adjusting the coverage provided under the Supplemental Long Term
Disability insurance.



11






 






          (b) Gross-Up for Excise Tax. In the event that it shall be determined
that any payment or benefit by the Corporation to or for the benefit of the
Executive pursuant to the terms of this Agreement or any other payments or
benefits received or to be received by the Executive in connection with or as a
result of the Change of Control or the Executive’s termination of employment or
any event which is deemed by the Internal Revenue Service or any other taxing
authority to constitute a change in the ownership or effective control of the
Corporation, or in the ownership of a substantial portion of the assets of the
Corporation (“Change of Control Payments”) shall be subject to the tax (the
“Excise Tax”) imposed by Section 4999 (or any successor section) of the
Internal Revenue Code of 1986, as it may be amended from time to time (the
“Code”), the Corporation and/or the Trustee (as defined in Paragraph 4(c))
shall pay to the Executive an additional amount (the “Gross-Up Payment”) such
that the net amount retained by the Executive, after (i) payment of any Excise
Tax on the Change of Control Payments and (ii) payment of any federal and state
and local income tax and Excise Tax upon the Gross-Up Payment, shall be equal
to the Change of Control Payments. The determination of whether the Executive
is subject to the Excise Tax and the amount of the Gross-Up Payment, if any,
shall be made by a “Big Five” accounting firm chosen by the Trustee (as defined
in Section 4(c)) and reasonably agreeable to the Executive, which determination
shall be binding upon the Executive and the Corporation. For purposes of
determining the amount of the Gross-Up Payment, the Executive shall be deemed
to pay federal income taxes at the highest marginal rate of federal income
taxation in the calendar year in which the Gross-Up Payment is to be made and
state and local income taxes at the highest marginal rate of taxation in the
calendar year in which the Gross-Up Payment is to be made in the state or
locality of the Executive’s residence on the Executive’s Date of Termination.
The Gross-Up Payment shall be paid to the Executive by cashier’s check within
five (5) business days following the receipt by the Trustee (as defined in
Section 4(c)) of the Gross-Up Payment determination from the selected “Big
Five” accounting firm.



          (c) Trust(s).



               (i) In order to ensure in the event of a Change of Control that timely
payment will be made of certain obligations of the Corporation to the Executive
provided for under this Agreement, the Corporation shall pay into one or more
trust(s) (the “Trust(s)”) established between the Corporation and any financial
institution with assets in excess of $100 million selected by the Corporation
prior to the Change of Control, as trustee (the “Trustee”), such amounts and at
such time or times as are required in order to fully pay all amounts due the
Executive pursuant to Section 4 that are payable in cash or by cashier’s check,
or as are otherwise required pursuant to the terms of the Trust(s).
Thereafter, all such payments required to be paid hereunder shall be made out
of the Trust(s); provided, however, that the Corporation shall retain liability
for and pay the Executive any amounts or provide for such other benefits due
the Executive under this Agreement for which there are insufficient funds in
the Trust(s), for which no funding of the Trust(s) is required or in the event
that the Trustee fails to make such payment to the Executive within the time
frames set forth in this Agreement. Prior to the Change of Control, and to the
extent necessary because of a change in the Trustee, after the Change of
Control, the Corporation shall provide the Executive with the name and address
of the Trustee.



               (ii) For purposes of this Agreement, the term “the Corporation and/or the
Trustee” shall mean the Trustee to the extent the Corporation has put funds in
the Trust(s) and the Corporation to the extent the Corporation has not funded
or fully funded the Trust(s);




12






 





provided, however, that in accordance with Subsection (i) above, the
Corporation shall retain liability for and pay the Executive any amounts or
provide for such other benefits due the Executive under this Agreement for
which the Trustee fails to make adequate payment to the Executive within the
time frames set forth in this Agreement.


     5.     Obligations of the Executive.


          (a) Covenant of Confidentiality. All documents, records, techniques,
business secrets and other information, including this Agreement, of the
Corporation, its subsidiaries and affiliates, which have or will come into the
Executive’s possession from time to time during the Executive’s affiliation
with the Corporation and/or any of its subsidiaries or affiliates and which the
Corporation treats as confidential and proprietary to the Corporation and/or
any of its subsidiaries or affiliates shall be deemed as such by the Executive
and shall be the sole and exclusive property of the Corporation, its
subsidiaries and affiliates. The Executive agrees that the Executive will keep
confidential and not use or divulge to any other party any of the Corporation’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. Additionally, the Executive
agrees that upon his termination of employment, the Executive shall promptly
return to the Corporation any and all confidential and proprietary information
of the Corporation and/or its subsidiaries or affiliates that is in his
possession.



     Executive agrees that the terms and provisions of this Change of Control
Severance Agreement, as well as any and all incidents leading to or resulting
from this Change of Control Severance Agreement, are confidential and may not
be discussed with anyone without the prior written consent of the Corporation’s
President, except as required by law.


          (b) If, within the three (3) year period commencing on a Change of Control
of the Corporation, (i) the Corporation or its subsidiaries or affiliates shall
terminate the Executive’s employment for any reason other than for Death,
Disability or Cause, or (ii) the Executive shall terminate his employment with
the Corporation or its subsidiaries or affiliates for Good Reason, and the
Executive shall elect to receive severance pay and benefits in accordance with
Section 4, the Executive shall be subject to the following additional
provisions:




		
	 	     (I) Covenant Against Competition and Solicitation. During the
Severance Period (without any reduction or modification) or the one (1)
year period following the Executive’s Date of Termination, whichever is
shorter, the Executive shall not, without the prior written consent of
the Corporation’s Chief Executive Officer, directly or indirectly engage
or become a partner, director, officer, principal, employee, consultant,
investor, creditor or stockholder in/for any business, proprietorship,
association, firm or corporation not owned or controlled by the
Corporation or 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 Corporation or
any of its subsidiaries or affiliates immediately prior to the Change of
Control in any geographic area where such business of the Corporation or
its subsidiaries or affiliates is conducted;



13






 







		
	 	provided, however, that the Executive 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.




		
	 	     During the Severance Period (without any reduction or modification)
or the one (1) year period following the Executive’s Date of Termination,
whichever is shorter, the Executive shall not, either on the Executive’s
own account or for any person, firm or company, solicit, interfere with
or induce, or attempt to induce, any employee of the Corporation or any
of its subsidiaries or affiliates to leave his employment or to breach
his employment agreement, if any.
	 
	 	     (II) Release. Upon the Executive’s termination of employment, the
Executive and the Corporation shall execute a release agreement in the
form attached as Exhibit A. The only condition to the Executive’s
receipt of any payments or benefits pursuant to this Agreement shall be
his tender of such release, executed by him, to the Corporation, and the
Executive’s obligations and limitations under such release as executed by
him shall be conditioned upon the execution of such release by the
Corporation and delivery to the Executive within thirty (30) days of the
Executive’s tender thereof to the Corporation. In addition, to the
extent applicable, upon the Executive’s termination of employment, the
Executive shall execute a resignation letter in the form attached as
Exhibit B.




		
	 	     (III) Amendment. The Covenant Against Competition and Solicitation
and Release may be amended from time to time solely to comply with any
federal, state or local law in order to effectuate their intent.



          (c) Specific Remedy. The Executive acknowledges and agrees that if the
Executive commits a material breach of the Covenant of Confidentiality or, if
applicable, the Covenant Against Competition and Solicitation (as provided in
Subsections (a) and (b) above), the Corporation shall have the right to have
the covenant specifically enforced by any court having appropriate jurisdiction
on the grounds that any such breach will cause irreparable injury to the
Corporation, and that money damages will not provide an adequate remedy to the
Corporation. The Executive further acknowledges and agrees that the Covenant
of Confidentiality and, if applicable, the Covenant Against Competition and
Solicitation, contained in this Agreement are fair, do not unreasonably
restrict the Executive’s future employment and business opportunities, and are
commensurate with the compensation arrangements set out in this Agreement. In
addition, once the Executive makes an election to receive severance pay and
benefits pursuant to Section 4 and is subject to Subsection (b) above, the
Executive shall have no right to return any amounts or benefits that are
already paid or to refuse to accept any amounts or benefits that are payable in
the future in lieu of his specific performance of his obligations under
Subsection (b) above.



     6.     Non-exclusivity of Rights. Nothing in this Agreement shall prevent or
limit the Executive’s continuing or future participation in any benefit, bonus,
incentive or other plans, programs, policies or practices provided by the
Corporation or any of its subsidiaries or affiliates and for which the
Executive may qualify, nor shall anything herein limit or otherwise affect such
rights as the Executive may have under such plans, programs, policies or
practices or under any


14






 


stock option or other agreements with the Corporation or any of its
subsidiaries or affiliates, specifically including but not limited to the
Corporation’s 1980 and 1995 Stock Incentive Plans, the deferred compensation
agreements, the Stock for Merit Increase Replacement Plan, the Profit Incentive
Stock Plan, the Corporation’s and/or its subsidiaries’ or affiliates’
retirement, 401(k) and profit sharing plans, the Corporation’s Benefit
Restoration Plan, Deferred Compensation Plan, supplemental disability and
retiree life insurance. In the event there are any amounts which represent
vested benefits or which the Executive is otherwise entitled to receive under
these or any other plans, programs, policies or practices, including any plan,
program, policy or practice adopted after the execution of this Agreement, of
the Corporation or any of its subsidiaries or affiliates at or subsequent to
the Executive’s Date of Termination, the Corporation shall pay or cause the
relevant plan, program, policy or practice to pay such amounts, to the extent
not already paid, in accordance with the provisions of such plan, program,
policy or practice. The phrase “Termination Date” as used in the Corporation’s
1980 and 1995 Stock Incentive Plans shall mean the end of the Severance Period
with respect to Non-Qualified Stock Options granted to the Executive, if any,
pursuant to such plan, and the Executive’s Date of Termination with respect to
Incentive Stock Options and Restricted Stock Rights granted to the Executive,
if any, thereunder. The last day of the Severance Period will be considered to
be the Executive’s termination date for purposes of the Executive’s deferred
compensation agreement(s), if any.


     7.     Full Settlement. Except as specifically provided otherwise in this
Agreement, the Corporation’s obligation to make the payments provided for in
this Agreement and otherwise to perform its obligations hereunder shall not be
affected by any circumstances, including, without limitation, any setoff,
counterclaim, recoupment, defense or other right which the Corporation may have
against the Executive or others. The Executive shall not be obligated to seek
other employment by way of mitigation of the amounts payable to the Executive
under any of the provisions of this Agreement nor, except as specifically
provided otherwise in this Agreement, shall the amount of any payment provided
for under this Agreement be reduced by any compensation or benefits earned by
the Executive as the result of employment by another employer after the Date of
Termination, or otherwise. The Corporation agrees to pay all legal fees and
expenses which the Executive may reasonably incur as a result of any contest
(regardless of the outcome thereof) by the Corporation, the Executive or others
of the validity or enforceability of, or liability under any provision of this
Agreement or any guarantee of performance thereof, in each case plus interest,
compounded daily, on the total unpaid amount determined to be payable under
this Agreement, such interest to be calculated on the basis of the greater of
(a) two percent (2%) over the base or prime commercial lending rate announced
by the First National Bank of Boston in effect from time to time during the
period of such nonpayment or (b) eighteen percent (18%), but in no event
greater than the highest interest rate permitted by law for such payments.


     8.     Successors. (a) This Agreement is personal to the Executive and the
Executive does not have the right to assign this Agreement or any interest
herein.


          (b) This Agreement shall inure to the benefit of and be binding upon the
Corporation and its successors. The Corporation shall require any successor to
all or substantially all of the business and/or assets of the Corporation,
whether directly or indirectly, by purchase, merger, consolidation, acquisition
of stock, or otherwise, expressly to assume and agree to perform this Agreement
in the same manner and to the same extent as the Corporation




15






 





would be required to perform if no such succession had taken place, by a
written agreement in form and substance reasonably satisfactory to the
Executive, delivered to the Executive within five (5) business days after such
succession. As used in this Agreement, “Corporation” shall mean the
Corporation as hereinbefore defined and any successor to its business and/or
assets as aforesaid which assumes and agrees to perform this Agreement by
operation of law, or otherwise.


     9.     Miscellaneous. (a) This 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. The parties agree to submit to the
non-exclusive jurisdiction of the courts in the state of Florida. The captions
of this Agreement are not part of the provisions hereof and shall have no force
or effect. Except as provided in Section 5(b)(III), this Agreement may not be
amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.


          (b) All notices and other communications hereunder shall be in writing and
shall be given to the other party and/or the Trustee, as applicable, by hand
delivery, by overnight express mail or by registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:




		
	 	   If to the Executive: at the Executive’s last address appearing in
the payroll/personnel records of the Corporation;




	 	 	 	If to the Corporation:


Ryder System, Inc.

3600 N.W. 82nd Avenue

Miami, Florida 33166

Attention: General Counsel




          If to the Trustee: at the address provided pursuant to Section 4(c);


or to such other address as either party or the Trustee shall have furnished to
the other in writing in accordance herewith. Notice and communications shall
be effective when actually received by the addressee.


          (c) The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement. The Executive’s failure to insist upon strict compliance with any
provision hereof shall not be deemed to be a waiver of such provision or any
other provision thereof.



          (d) The Executive understands and acknowledges that the payment and
benefits provided to the Executive pursuant to this Agreement may be unsecured
obligations of the Corporation. The Executive further understands and
acknowledges that the payments and benefits under this Agreement may be
compensation and as such may be included in either the Executive’s W-2 earnings
statements or 1099 statements. The Corporation may withhold from any amounts
payable under this Agreement such federal, state or local taxes as shall be
required




16






 





to be withheld pursuant to any applicable law or regulation, as well as any
other deductions consented to in writing by the Executive.


          (e) This Agreement, including its attached Exhibits, contains the entire
understanding of the Corporation and the Executive with respect to the subject
matter hereof. No agreements or representations, oral or written, express or
implied, with respect to the subject matter hereof have been made by either
party which are not set forth expressly in this Agreement and its attached
Exhibits.



          (f) The employment of the Executive by the Corporation or its subsidiaries
or affiliates may be terminated by either the Executive or the Corporation or
its subsidiaries or affiliates at any time and for any reason, with or without
cause. Nothing contained in this Agreement shall affect such rights to
terminate; provided, however, that nothing in this Section 9(f) shall prevent
the terms and provisions of this Agreement from being enforced in the event of
a termination described in Section 4(a).



          (g) Whenever used in this Agreement, the masculine gender shall include
the feminine or neuter wherever necessary or appropriate and vice versa and the
singular shall include the plural and vice versa.




17






 





          (h) This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together will
constitute one and the same instrument.



     IN WITNESS WHEREOF, the Executive has hereunto set his hand and the
Corporation has caused these presents to be executed in its name on its behalf,
and its corporate seal to be hereunto affixed and attested by its assistant
secretary, all as of the day and year first above written.



	 	 	 	 	 	 	 
	
	 	


	Witness	 	
Executive
	 	 	 	 	 	 	 
	
	 	


	Witness	 	
Social Security Number
	 	 	 	 	 	 	 
	ATTEST:	 	
RYDER SYSTEM, INC.
	 	 	
(the “Corporation”)
	 	 	 	 	 	 	 
	 	 	By:
	
	 	 	


	Asst. Secretary	 	 	
Vice President
	                    (Seal)	 	 	 	 	 	 



18






 


Change of Control

Severance Agreement



EXHIBIT A



MUTUAL RELEASE AGREEMENT



     FOR AND IN CONSIDERATION OF (A) THE PAYMENT TO (Executive’s Name) OF THE
SEVERANCE BENEFITS PURSUANT TO THE CHANGE OF CONTROL SEVERANCE AGREEMENT
BETWEEN RYDER SYSTEM, INC. (“THE CORPORATION”) AND (Executive’s Name) DATED      
     , 19      (THE “CHANGE OF CONTROL SEVERANCE AGREEMENT”) AND (B)
THE EXECUTION OF THIS MUTUAL RELEASE AGREEMENT (THE “RELEASE AGREEMENT”) BY
BOTH THE CORPORATION AND (Executive’s Name), WITH THE EXECUTION OF THIS RELEASE
AGREEMENT BY THE CORPORATION AND THE DELIVERY THEREOF TO (Executive’s Name)
OCCURRING WITHIN THIRTY (30) DAYS OF (Executive’s Name)’S TENDER OF THIS
RELEASE AGREEMENT TO THE CORPORATION, (Executive’s Name), ON BEHALF OF
HIMSELF/HERSELF, HIS/HER HEIRS, SUCCESSORS AND ASSIGNS (COLLECTIVELY THE
“EXECUTIVE”), AND THE CORPORATION, ON BEHALF OF ITSELF, AND AS AGENT FOR ALL OF
ITS SUBSIDIARIES AND AFFILIATES, THEIR CURRENT AND FORMER AGENTS, EMPLOYEES,
OFFICERS, DIRECTORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY “RYDER”), HEREBY
RELEASE AND FOREVER DISCHARGE EACH OTHER AND RYDER FROM ANY AND ALL CLAIMS,
DEMANDS, ACTIONS, AND CAUSES OF ACTION, AND ALL LIABILITY WHATSOEVER, WHETHER
KNOWN OR UNKNOWN, FIXED OR CONTINGENT, WHICH THEY HAVE OR MAY HAVE AGAINST EACH
OTHER AND RYDER AS A RESULT OF THE EXECUTIVE’S EMPLOYMENT BY AND SUBSEQUENT
TERMINATION AS AN EMPLOYEE OF RYDER, UP TO THE DATE OF THE EXECUTION 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.


     This Release Agreement does not release Ryder or the Executive from any of
their current, future or ongoing obligations under the Change of Control
Severance Agreement, specifically including but not limited to cash payments
and benefits due the Executive in the case of the Corporation, and the Covenant
of Confidentiality and, to the extent applicable, the Covenant Against
Competition and Solicitation, in the case of the Executive.


     The Executive and the Corporation understand and agree that this Release
Agreement and the Change of Control Severance Agreement shall not in any way be
construed as an admission by Ryder or the Executive of any unlawful or wrongful
acts whatsoever against each other or any other person, and both Ryder and the
Executive specifically disclaim any liability to or wrongful acts against each
other or any other person.


19






 


     The Corporation and the Executive agree that the terms and provisions of
this Release Agreement and the Change of Control Severance Agreement, as well
as any and all incidents leading to or resulting from this Release Agreement
and the Change of Control Severance Agreement, are confidential and may not be
discussed with anyone without the prior written consent of the other party,
except as required by law; provided, however, that the Executive and the
Corporation or its successor agree to immediately give the other party notice
of any request to discuss this Release Agreement or the Change of Control
Severance Agreement and to provide the other party with the opportunity to
contest such request prior to their 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 Section 5(b)(III) of the Change of
Control Severance Agreement, this Release Agreement may not be amended or
modified otherwise than by a written agreement executed by the parties hereto
or their 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.


WE CERTIFY THAT WE HAVE FULLY READ, HAVE RECEIVED AN EXPLANATION OF, HAVE
NEGOTIATED AND COMPLETELY UNDERSTAND THE PROVISIONS OF THIS RELEASE AGREEMENT,
THAT WE HAVE HAD ADEQUATE TIME TO REVIEW AND CONSIDER THE PROVISIONS OF THIS
RELEASE AGREEMENT, AND THAT WE ARE SIGNING THIS RELEASE AGREEMENT FREELY AND
VOLUNTARILY, WITHOUT DURESS, COERCION OR UNDUE INFLUENCE. IN ADDITION, THE
EXECUTIVE FURTHER CERTIFIES THAT THE EXECUTIVE HAS BEEN ADVISED BY THE
CORPORATION THAT THE EXECUTIVE SHOULD CONSULT WITH AN ATTORNEY BEFORE SIGNING
THIS RELEASE AGREEMENT.


Executive’s Date of Termination: _________________________



Dated this ______ day of _________, 19_____.



	 	 	 	 	 	 	 
	
	 	


	Witness	 	
Executive
	 	 	 	 	 	 	 
	
	 	


	Witness	 	
Social Security Number
	 	 	 	 	 	 	 
	ATTEST:	 	
RYDER SYSTEM, INC., on behalf of
	 	 	
itself and as agent for the Corporation
	 	 	 	 	 	 	 
	 	 	By:
	
	 	 	


	Secretary	 	 	
 
	                    (Seal)	 	
Its:	 	 	 	 
	 	 	 	







20






 




	 	 	 	 	 
	STATE OF                     	 	 	 	)
	
 	) ss:
	COUNTY OF                 	 	 	 	)



Before me personally appeared      , 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/she executed said instrument for the
purposes therein expressed.


WITNESS my hand and official seal this ______ day of _________, 19____.




	 
	

	Notary Public



My Commission Expires:




	 	 	 
	
	 	
(Seal)




	 	 	 	 	 
	STATE OF                     	 	 	 	)
	
 	) ss:
	COUNTY OF                 	 	 	 	)



Before me personally appeared           and           , to me well known
and known to me to be the           and           of
Ryder System, Inc. who executed the foregoing instrument, and acknowledged to
and before me that they executed said instrument for the purposes therein
expressed.


WITNESS my hand and official seal this ________ day of _________, 19_________.




	 
	

	Notary Public



My Commission Expires:




	 	 	 
	
	 	
(Seal)



21






 



Change of Control

Severance Agreement



EXHIBIT B



Resignation Letter



TO THE BOARD OF DIRECTORS

OF RYDER SYSTEM, INC.



Ladies and 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,
	 
	 	

	 	Executive’s Name
	 
	 	

	 	Date




22