exv10w3



 






Exhibit 10.3




RESTRICTED STOCK UNITS




FOR

NON-EMPLOYEE DIRECTORS

ISSUED UNDER

RYDER SYSTEM, INC. 2005 EQUITY COMPENSATION PLAN




TERMS AND CONDITIONS




     The following terms and conditions apply to the Restricted Stock Units (the “RSUs”) granted by
Ryder System, Inc. (the “Company”) to the Company’s Non-Employee Directors, under the Ryder System,
Inc. 2005 Equity Compensation Plan (the “Plan”), as specified in the Restricted Stock Units Award
Notification Letter (the “Notification Letter”), to which these terms and conditions are appended.
Certain terms of the RSUs, including the number of RSUs granted and the vesting date(s), are set
forth in the Notification Letter. The terms and conditions contained herein may be amended by the
Compensation Committee of the Board (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 RSU 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.  	Number of RSUs. Each Director who is serving as such immediately following an
annual meeting of shareholders of the Company (an “Annual Meeting”), starting with the
2005 Annual Meeting, shall receive an award of RSUs immediately following each such
annual meeting for a number of Shares equal to (i) $80,000 divided by (ii) the average
of the highest and lowest sales price of one Share on the day of such Annual Meeting as
reported by the composite transaction reporting system for securities listed on the New
York Stock Exchange.
	 
	 	3.  	Timing of Delivery of Shares. Actual delivery of the Shares relating to RSUs
will occur upon, or as soon as practicable following, cessation of the Non-Employee
Director’s service on the Board. If such cessation occurs prior to the Non-Employee
Director completing one year of service on the Board, the Non-Employee Director’s right
to the Shares will be forfeited, except if such cessation is on account of disability
(as determined by the Board) or on account of death, in which case all of the Shares
will be delivered to the Non-Employee Director (or his or her Beneficiary in the event
of death). Notwithstanding the foregoing, should a Change in Control occur at a time
when the Non-Employee Director is a member of the Board and as a result of such Change
in Control all employee stock awards outstanding under the Plan become fully vested,
the RSUs will become fully vested and to the extent such Change in Control constitutes
a change in control within the meaning of Section 409A of the Internal Revenue Code,
all of the Shares subject to RSUs then outstanding will be delivered to the
Non-Employee Director immediately prior to such Change in Control.
	 
	 	4.  	Form of Delivery of Shares. With respect to each award of RSUs, a Non-Employee
Director may elect, at the time the award is made, to receive delivery of the Shares in
either one lump sum, or in annual installments over a period not less than 2 years or
greater than 10 years, provided that a Non-Employee Director who fails to make an
election with respect to any award at the time the award is made, shall be deemed to
have elected to receive delivery of the Shares subject to such award in a




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	 	   	lump sum. Notwithstanding the foregoing, Shares deliverable by reason of a Change in
Control shall be delivered in a lump sum.
	 
	 	5.  	Rights as a Shareholder; Dividends. A holder of RSUs will not have the rights
of a shareholder of the Company with respect to Shares subject to the RSUs until such
Shares are actually delivered. However, with respect to all RSUs held by the
Non-Employee Director, once per year the Company will credit the Non-Employee Director
with dividend equivalents in respect of dividends declared on Shares during the prior
year, in the form of additional RSUs based on the fair market value of the Shares on
the dividend payment date, and such additional RSUs will be subject to the same terms
and conditions as applicable to the RSUs on which they were credited.
	 
	 	6.  	Definitions.






	 	(a)  	“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 Director 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




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	 	   	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 Director 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 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.






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