exv10w2



 






Exhibit 10.2




RESTRICTED STOCK RIGHTS




ISSUED UNDER

RYDER SYSTEM, INC. 2005 EQUITY COMPENSATION PLAN




TERMS AND CONDITIONS




The following terms and conditions apply to the Restricted Stock Rights (the “RSRs”) granted by
Ryder System, Inc. (the “Company”) under the Ryder System, Inc. 2005 Equity Compensation Plan (the
“Plan”), as specified in the Restricted Stock Rights Award Notification Letter (the “Notification
Letter”), to which these terms and conditions are appended. Certain terms of the RSRs, including
the number of RSRs granted and the vesting schedule for the RSRs, are set forth in the Notification
Letter. The terms and conditions contained herein may be amended by the Compensation Committee of
the Company’s Board of Directors (the “Committee”) as permitted by the Plan. Capitalized terms
used herein and not defined shall have the meaning ascribed to such terms in the Plan or in the
Notification Letter.





	 	1.  	General. Each RSR represents the right to receive one Share on a future date
on the terms and conditions set forth herein and in the Plan, the applicable terms,
conditions and other provisions of which are incorporated by reference herein. A copy
of the Plan and the documents that constitute the “Prospectus” for the Plan under the
Securities Act of 1933, have been delivered to the Participant prior to or along with
delivery of the Notification Letter. In the event there is an express conflict between
the provisions of the Plan and those set forth in these terms and conditions, the terms
and conditions of the Plan shall govern.
	 
	 	2.  	Delivery of Shares. Subject to Section 3 and 4 below, the RSRs will vest
pursuant to the vesting schedule set forth in the Notification Letter, provided the
Participant is, on the relevant vesting date, and has been from the date of grant of
the RSRs to the relevant vesting date, continuously employed by the Company or one of
its Subsidiaries. For purposes of these terms and conditions, the Participant shall
not be deemed to have terminated his or her employment with the Company and its
Subsidiaries if he or she is then employed by the Company or another Subsidiary without
a break in service.
	 
	 	   	Upon vesting, a share certificate evidencing the Shares subject to the vested RSRs
will be issued in the name of the Participant and delivered to the Participant at the
Participant’s address on file with the Company on the vesting date, provided that the
Participant may request to receive delivery of the shares either by transfer of the
Shares to a broker or by depositing the Shares in an account with the Company’s
transfer agent, by delivering to the Company a written election form satisfactory to
the Company specifying such alternate delivery instructions.
	 
	 	3.  	Termination of RSRs; Forfeiture. The RSRs will terminate upon or following the
termination of the Participant’s employment with the Company and its Subsidiaries as
described below.






	 	(a)  	Resignation by the Participant or Termination by the Company or a
Subsidiary: All outstanding RSRs will be forfeited and, except as provided in
the last sentence of Section 4 below, the Participant will not have any right to
delivery of Shares in respect of RSRs that did not vest prior to such
termination. If the Participant’s employment is terminated by the Company or a
Subsidiary for Cause, then the Company shall have the right to reclaim and
receive from the Participant any Shares delivered to the Participant upon the
vesting of any RSRs within the one year period before the date of the
Participant’s termination of employment, or to the extent the Participant has
transferred such Shares, the equivalent value thereof in cash.




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	 	(b)  	Death, Disability or Retirement: A prorated portion of the RSRs
shall vest, calculated as follows: (A) the total number of RSRs awarded,
multiplied by a fraction (and rounded down to the nearest whole Share), the
numerator of which shall be the number of days from the date of grant of the
RSRs to the date of death, Disability or Retirement, as the case may be, and the
denominator of which shall be the number of days from the date of grant of the
RSRs to the last scheduled vesting date for the RSRs set forth in the
Notification Letter, less (B) the number of RSRs already vested at the time of
the Participant’s death, Disability or Retirement, as the case may be. Shares
equal to the prorated number of RSRs that so vest will be delivered to the
Participant (or his or her Beneficiary, in the event of death) as soon as
practicable following the date of death, Disability or Retirement, as the case
may be.
	 
	 	(c)  	Proscribed Activity: If, during the Proscribed Period but prior
to a Change in Control, the Participant engages in a Proscribed Activity, then
the Company shall have the right to reclaim and receive from the Participant all
Shares delivered to the Participant upon the vesting of any RSRs during the one
year period immediately prior to, or at any time following, the date of the
Participant’s termination of employment, or to the extent the Participant has
transferred such Shares, the equivalent value thereof in cash.






	 	4.  	Change in Control. Notwithstanding anything contained herein to the contrary,
unless otherwise determined by the Committee prior to a Change in Control, all
outstanding RSRs will become fully vested immediately prior to any such Change in
Control, and all Shares subject to such RSRs will be delivered to the Participant at
that time in accordance with Section 2 above. To the extent (i) Participant’s
employment was terminated by the Company other than for Cause or Disability during the
12 month period prior to the Change in Control, (ii) during such 12 month period the
Participant did not engage in a Proscribed Activity, and (iii) the Committee
determines, in its sole and absolute discretion, that the decision related to such
termination was made in contemplation of the Change in Control, then the Participant
shall be treated as if he or she had remained employed with the Company until the date
of the Change in Control.
	 
	 	5.  	Rights as a Shareholder; Dividend Equivalents. The Participant will not have
the rights of a shareholder of the Company with respect to Shares subject to the RSRs
until such Shares are actually delivered to the Participant. However, the Company will
pay cash dividend equivalents with respect to each RSR at the same time and in the same
amount as cash dividends are paid on a Share.
	 
	 	6.  	Withholding Taxes. RSRs will not be taxable until the Shares are delivered,
provided that cash dividend equivalents will be taxable to the Participant as ordinary
income, subject to wage-based withholding and reporting. The Shares when delivered
will be taxable to the Participant at their then fair market value as ordinary income,
subject to wage-based withholding and reporting. The Company will satisfy this
withholding obligation by reducing the number of Shares to be delivered to the
Participant in an amount sufficient to satisfy the withholding obligations (based on
the Fair Market Value of the Shares on the day immediately prior to the vesting date
for the related RSRs), provided that the Participant may elect to satisfy all or part
of the withholding tax obligation in cash or its equivalent by (i) delivering to the
Company a written election form satisfactory to the Company to that effect prior to the
vesting date for the related RSRs and (ii) delivering the cash or cash equivalents to
the Company no later than the vesting date for the related RSRs.
	 
	 	7.  	Definitions.






	 	(a)  	“Cause” shall have the meaning set forth in any individual,
valid, written agreement between the Participant and the Company or any
Subsidiary, or, if none exists, shall mean a determination of “Just Cause” under

the Ryder Severance Plan, as in effect on the date of




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	 	   	grant of the RSRs. Notwithstanding the foregoing, during the three year
period following a Change in Control, in no event shall a failure to meet
performance expectations constitute Cause unless such failure was willful.
	 
	 	(b)  	“Change in Control” occurs when:






	 	(i)  	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 Company’s outstanding voting securities ordinarily
having the right to vote for the election of directors of the Company;
provided, however, that for purposes of this subparagraph (i), the
following acquisitions shall not constitute a Change of Control: (A) any
acquisition by any employee benefit plan or plans (or related trust) of
the Company and its subsidiaries and affiliates or (B) any acquisition by
any corporation pursuant to a transaction which complies with clauses
(A), (B) and (C) of subparagraph (iii) below; or
	 
	 	(ii)  	the individuals who, as of August 18, 1995,
constituted the Board of Directors of the Company (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 Plan, considered as though
such person were a member of the Incumbent Board; or
	 
	 	(iii)  	there is a reorganization, merger or consolidation
of the Company (a “Business Combination”), in each case, unless,
following such Business Combination, (A) all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of
the Company’s outstanding Shares and outstanding voting securities
ordinarily having the right to vote for the election of directors of the
Company 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
Company or all or substantially all of the Company’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 Company’s outstanding Shares and outstanding voting
securities ordinarily having the right to vote for the election of
directors of the Company, as the case may be, (B) no Person (excluding
any corporation resulting from such Business Combination or any employee
benefit plan or plans (or related trust) of the Company 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 (C) 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




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	 	   	the execution of the initial agreement, or of the action of the Board,
providing for such Business combination; or
	 
	 	(iv)  	there is a liquidation or dissolution of the
Company approved by the shareholders; or
	 
	 	(v)  	there is a sale of all or substantially all of the assets of the Company.






	 	(c)  	“Disability” means an illness or injury that entitles the
Participant to long-term disability payments under the Company’s Long Term
Disability Plan, as in effect from time to time.
	 
	 	(d)  	“Proscribed Activity” means any of the following:






	 	(i)  	the Participant’s breach of any written agreement
between the Participant and the Company or any of its Subsidiaries,
including any agreement relating to nondisclosure, noncompetition,
nonsoliciation and/or nondisparagement;
	 
	 	(ii)  	the Participant’s direct or indirect unauthorzied
use or disclosure of confidential information or trade secrets of the
Company or any Subsidiary, 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;
	 
	 	(iii)  	the Participant’s direct or indirect engaging or
becoming 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 Company
or its Subsidiaries which is engaged or proposes to engage in a business
competitive directly or indirectly with the business conducted by the
Company or its Subsidiaries in any geographic area where such business of
the Company or its Subsidiaries is conducted, provided that the
Participant’s investment in one percent (1%) or less of the outstanding
capital stock of any corporation whose stock is listed on a national
securities exchange shall not be treated as a Proscribed Activity;
	 
	 	(iv)  	the Participant’s direct or indirect, either on the
Participant’s own account or for any person, firm or company, soliciting,
interfering with or inducing, or attempting to induce, any employee of
the Company or any of its Subsidiaries to leave his or her employment or
to breach his or her employment agreement;
	 
	 	(v)  	the Participant’s direct or indirect taking away,
interfering with relations with, diverting or attempting to divert from
the Company or any Subsidiary any business with any customer of the
Company or any Subsidiary, including (A) any customer that has been
solicited or serviced by the Company within one (1) year prior to the
date of termination of Participant’s employment with the Company and (B)
any customer with which the Participant has had contact or association,
or which was under the supervision of Participant, or the identity of
which was learned by the Participant as a result of Participant’s
employment with the Company;
	 
	 	(vi)  	the Participant’s making of any remarks disparaging
the conduct or character of the Company or any of its Subsidiaries, or
their current or former agents, employees, officers, directors,
successors or assigns; or




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	 	(vii)  	the Participant’s failure to cooperate with the
Company or any Subsidiary, for no additional compensation (other than
reimbursement of expenses), in any litigation or administrative
proceedings involving any matters with which the Participant was involved
during the Participant’s employment with the Company or any Subsidiary.






	 	(e)  	“Proscribed Period” means the period beginning on the date of
termination of Participant’s employment and ending on the later of (A) the one
year anniversary of such termination date or (B) if the Participant is entitled
to severance benefits in the form of salary continuation, the date on which
salary continuation is no longer payable to the Participant.
	 
	 	(f)  	“Retirement” means retirement under the provisions of the Ryder
System, Inc. Retirement Plan, or any successor pension plan maintained by the
Company, in each case as in effect from time to time.






	 	7.  	Other Benefits. No amount accrued or paid under this Award shall be deemed
compensation for purposes of computing a Participant’s benefits under any retirement
plan of the Company or its Subsidiaries, nor affect any benefits under any other
benefit plan now or subsequently in effect under which the availability or amount of
benefits is related to the Participant’s level of compensation.






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