EX-10.2






FORM OF




SEVERANCE AGREEMENT




This SEVERANCE AGREEMENT (the “Agreement”) is executed on April 2, 2007 and is effective as of
the date set forth in Section 17 (the “Effective Date”), between Ryder System, Inc., a Florida
corporation (the “Company”), and      (the “Executive”).



In consideration of the mutual promises contained herein and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:



1. DEFINITIONS.



Capitalized terms used in the Agreement and not elsewhere defined shall have the meanings set forth
in this Section:



(a) “Accrued Benefits” means (i) earned but unpaid base salary accrued through the
Termination Date and any accrued but unpaid vacation time to the extent carried to the Termination
Date under Company policy; (ii) unreimbursed expenses incurred in accordance with applicable
Company policy through the Termination Date; (iii) unpaid amounts under the terms of any incentive
plan in which the Executive participates as of the Termination Date, if and to the extent that the
Executive is entitled under the terms of any such plan to receive a payment as of the Termination
Date; and (iv) all other payments, benefits or perquisites to which the Executive may be entitled
through the Termination Date, (including but not limited to rights to indemnification under the
Company’s By-laws as in effect from time to time) subject to and in accordance with the terms of
any applicable compensation arrangement or benefit, or any equity or perquisite arrangement, plan,
program or grant.



(b) “Base Salary” means the Executive’s annual base salary in effect on the
Termination Date, or, on or before the second anniversary of a Change of Control, and if higher,
the highest annual base salary in effect during the six (6) month period immediately preceding the
Change of Control. Base Salary for this purpose shall not include or reflect bonuses, overtime
pay, compensatory time-off, commissions, incentive or deferred compensation, employer contributions
towards employee benefits, cost of living adjustment, or any other additional compensation, and
shall not be reduced by any contributions made on the Executive’s behalf to any plan of the Company
under Section 125, 132, 401(k), or any other analogous section of the Code.



(c) “Benefits Continuation Period” means the period for each applicable benefit
beginning on the Termination Date and ending on the earliest of (i) the day on which the Executive
is eligible to receive coverage for such benefit from a new employer; (ii) in the case of such
benefits which require employee contributions, the date the Executive fails to timely make such
required employee contributions pursuant to the Company’s or plan’s instructions (after giving
effect to applicable grace periods) or otherwise cancels his coverage in accordance with the terms
of the relevant plan(s); or (iii) the last day of the Executive’s Severance Period.



(d) “Cause” means: (i) fraud, misappropriation or embezzlement by the Executive
against the Company or any of its subsidiaries and/or affiliates; (ii) conviction of or plea of
guilty or nolo contendere to a felony; (iii) conviction of or plea of guilty or nolo contendere to
a misdemeanor involving moral turpitude or dishonesty; (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; (v) material breach by the Executive of the provisions of Section
10 of this Agreement (Restrictive Covenants); (vi) willful failure to perform the Executive’s key
duties or responsibilities; or (vii) any other activity which would constitute grounds for
termination for cause by the Company or its subsidiaries or affiliates, including but not limited
to material violations of the Company’s Principles of Business Conduct or any analogous code of
ethics or similar policy. Notwithstanding the foregoing, if a Change of Control has occurred
within the two years preceding a Cause determination, “Cause” shall not include subsection (vii) of
the preceding sentence, provided that subsection (vii) shall continue to apply to any terminations
that are deemed to have retroactively occurred pursuant to the last paragraph in the definition of
“Change of Control.” For the purposes of this Section 1(d), any good faith interpretation by the
Company’s Board of Directors (the “Board”) of the foregoing definition of “Cause” shall be
conclusive on the Executive. For purposes of this Agreement “Cause” shall be determined by the
Board or its designee, provided that following a Change of Control, “Cause” shall be determined by
a majority of the Incumbent Board (as defined in Section 1(e)), or, if there are fewer than three
members in the Incumbent Board (excluding the Executive) at the date of such a determination, by
the remaining Incumbent Board members, if any, and two-thirds of the members of the Board. Any
good faith interpretation that satisfies the foregoing sentence shall be conclusive on the
Executive. The Executive shall not have the right to vote or be counted for purposes of the
determination of Cause.



(e) "Change of Control” Except as provided below, for the purpose of this Agreement,
a “Change of Control” shall be deemed to have occurred if:



(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 thirty percent (30%) 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) of this Section 1(e); or



(ii) the individuals who, as of January 1, 2007, constituted the Board (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the Board, provided that any person
becoming a director subsequent to the Effective Date whose election, or nomination for election,
was approved by a vote of the persons comprising at least a majority 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



(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 common stock 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 common stock 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, 30% 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 a majority 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.



Notwithstanding anything in this Section 1(e) to the contrary, for purposes of the acceleration of
the payment of severance benefits pursuant to Section 5(c)(iii), a Change of Control shall only be
deemed to occur if such transactions or events would give rise to a “change in ownership or
effective control” under Section 409A of the Code, and the rulings and regulations issued under
that Section.



If a Change of Control occurs and (i) the Executive’s employment is terminated within twelve months
prior to the date on which the Change of Control occurs and (ii) it is reasonably demonstrated by
the Executive that such termination of employment either (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, then the Executive shall, to the extent
practicable, receive the same compensation and benefits hereunder as though a Change of Control had
occurred on the date immediately prior to the date of such termination of employment.



(f) “Code” means the Internal Revenue Code of 1986, as amended, supplemented or
substituted from time to time.



(g) “Disability” means an illness or injury that entitles the Executive to long-term
disability payments under the Company’s group long term disability plan, as in effect from time to
time, or would have entitled the Executive to payments if he had applied for such payments.



(h) “Employment Term” means the Executive’s term of employment under this Agreement
commencing on the Effective Date and ending on the first to occur of the events specified in
Section 4.



(i) “Equity Compensation Opportunities” means the Executive’s ability to obtain equity
in the Company (or a comparable cash-based incentive program) through a compensatory arrangement.
Equity Compensation Opportunities are measured using the valuation method applied by the Company
for financial accounting purposes and the Board may take into account in determining that no
reduction has occurred any exercises, cashing out, or other liquidity on favor of the Executive
that is either triggered by the Executive or occurring in connection with a Change of Control.
Changes in the underlying value of the stock shall not be treated as a reduction in the Equity
Compensation Opportunities, and the Company may take into account in replacing the value of
pre-Change of Control equity compensation with post-Change of Control equity compensation (or a
comparable cash-based incentive program) that the Executive may have received value for his equity
compensation in the Change of Control.



(j) “Good Reason” only applies within two years following a Change of Control as
defined in Section 1(e) and for terminations that are deemed to have retroactively occurred
pursuant to the last paragraph in the definition of “Change of Control”, and means: (i) any
reduction in the aggregate value of the Executive’s compensation (consisting of the Executive’s
Base Salary, Target Bonus opportunity, cash perquisites, and Equity Compensation Opportunities),
other than a reduction consented to in writing by the Executive or an inadvertent reduction
remedied by the Company (or its subsidiaries, affiliates or successors) within ten (10) business
days after receipt of notice by the Executive; (ii) the Company’s requiring the Executive to be
based or to perform services at any site or location more than fifty (50) 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 his 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 Company to obtain the assumption and agreement to
perform under this Agreement by a successor as contemplated by Section 8; (iv) any failure by the
Company to pay into the Trust(s) the amounts and at the time or times as are required pursuant to
the terms of Section 6; or (v) any material and adverse changes in the Executive’s duties and
responsibilities, without his express prior written consent. For the avoidance of doubt, a change
in reporting relationship or title shall not constitute “Good Reason.”



The Executive’s continued employment shall not constitute consent to, or a waiver of rights with
respect to, any circumstance constituting Good Reason, until ninety (90) days have elapsed since
the occurrence of the circumstance he would assert constitutes Good Reason.



(k) “Involuntary Termination” means the termination of the Executive’s employment by
the Company for any reason other than death, Disability or Cause; provided, however, that an
Involuntary Termination of his employment shall not occur if:



(i) the termination of the Executive’s employment is due to the transfer of his employment
between the Company and an affiliate or subsidiary of the Company, or among affiliates or
subsidiaries of the Company; or



(ii) the termination results from the sale or transfer of all or a material portion of the
operations of the Company or any of its subsidiaries or affiliates (the “Disposed Business”) (by
means of a stock or asset disposition, or other similar transaction) which sale or transfer does
not constitute a Change of Control, and either (a) the Executive’s employment is transferred to the
purchaser or transferee of the Disposed Business on economic terms and conditions of employment
comparable to the economic terms and conditions of employment existing prior to such sale or
transfer or (b) Executive terminates his employment with the Company or any of its subsidiaries or
affiliates notwithstanding that the Executive received an offer of employment from either the
purchaser or transferee of the Disposed Business or the Company or any of its subsidiaries and
affiliates, as determined by the Board in its sole discretion; or on economic terms and conditions
comparable to the economic terms and conditions of employment existing prior to such sale or
transfer and whether an offer of employment was made and whether the terms and conditions of such
offer are economically equivalent for purposes of this subsection shall be determined by the Board
in its discretion.



(iii) the termination follows a Change of Control and either (a) the Executive’s employment is
transferred to the purchaser or transferee of the Disposed Business and the obligations of this
Agreement are assumed by the purchaser or transferee or (b) the Executive terminates his employment
with the Company or any of its subsidiaries or affiliates or does not accept an offer of employment
from a purchaser or transferee notwithstanding that the Executive received an offer of employment
from either the purchaser or transferee of the Disposed Business or the Company or any of its
subsidiaries and affiliates which offer included a continuation of the obligations of this
Agreement, as determined by the Company in its sole discretion.



In no event shall an “Involuntary Termination” occur if the Executive terminates his employment
with the Company or any of its subsidiaries or affiliates for any reason. In the event of the
occurrence of any of the events set forth in subsection (ii) and (iii) above, the Company’s
obligations under this Agreement shall terminate immediately and the Executive shall not be
entitled to any amounts or benefits hereunder but shall still be required to comply with Section 10
hereof. This Agreement shall, however, continue in effect if the Executive’s employment is
transferred between or among the Company and its subsidiaries or affiliates as contemplated in
subsection (i) above.



(l) “Notice of Termination” means written notice (i) specifying the Termination Date
(which shall not be less than thirty (30) days after the date of such notice in the case of a
termination on account of Disability or the Employee’s voluntary termination other than for Good
Reason); (ii) solely with respect to the Executive’s terminating for Good Reason, citing the
specific provision of this Agreement and the facts and circumstances, in reasonable detail,
providing a basis for such termination, provided that if the basis for such Good Reason is capable
of being cured by the Company, the Executive will provide the Company with an opportunity to cure
the Good Reason within thirty (30) calendar days after receipt of such notice, and (iii) solely
with respect to the Company terminating the Executive’s employment on account of Disability, its
intent to terminate his employment on account of Disability. A Notice of Termination will, as
applicable, be provided by or to the Board.



(m) “Release” means a severance agreement and general release in a comprehensive form
used by the Company for such purposes at the time of the Executive’s separation from employment (a
copy of such form as in effect on the date this Agreement is executed is attached to this Agreement
by way of example, but the Executive acknowledges that such form may be updated by the Company from
time to time). If the Executive is subject to the Older Workers Benefit Protection Act (OWBPA),
the Release shall be revocable until the end of the seventh (7th) calendar day after
Executive executes the Release.



(n) “Release Effective Date” means, if the Executive is covered by the OWBPA on his
Termination Date, the later of: (i) the eighth (8th) calendar day after the execution of the
Release, provided that the Executive has not revoked the Release prior to such date, or (ii) the
Termination Date. If the Executive is not covered by the OWBPA on his Termination Date, the
Release Effective Date means the later of: (i) the date on which the Release is executed by the
Executive, or (ii) the Termination Date.



(o) “Severance Multiple” means a multiple of one and one-half (1 1/2). On or after a
Change of Control, the Severance Multiple shall mean two (2).



(p) “Severance Period” means a period of one and one-half (1 1/2) years. On or after a
Change of Control, the Severance Period shall mean a period of two (2) years.



(q) “Target Bonus” means the stated target incentive award which the Executive is
eligible to receive under the Company’s annual incentive compensation plan or awards for the year
in which the Termination Date occurred.



(r) “Termination Date” means the effective date of the termination of the Executive’s
employment with the Company and all subsidiaries or affiliates, as designated in writing by the
Company or the Executive. If the Executive’s employment is terminated as a result of a Disability,
the Termination Date shall be the thirtieth (30th) day after the Company [or any of its
subsidiaries or affiliates] has delivered a Notice of Termination to the Executive provided that
the Executive has not resumed his same full-time employment with the Company or any subsidiary or
affiliate.



(s) “Trustee” shall have the meaning ascribed to such term in Section 6 of this
Agreement.



2. POSITION/DUTIES.



(a) The Company agrees to continue to employ the Executive in the Executive’s capacity as of
the Effective Date and with such title as approved by the Board, subject to the terms and
conditions outlined in this Agreement. The Executive accepts the continuing employment. The
Executive will have those responsibilities, duties, authorities and titles consistent with the
Executive’s status as an officer of the Company as assigned from time to time by the Board, shall
be subject to all rules, policies and procedures of the Company, and shall serve in such other
executive capacities, without additional compensation, as may be assigned by the Board from time to
time.



(b) During the Employment Term, the Executive shall devote substantially all of his full
business time (other than vacation and sick leave), energy and skill in the performance of his
duties with the Company. However, this Agreement does not prevent the Executive from (i) managing
his and his family’s personal passive investments, and (ii) participating in charitable, civic,
educational, professional, community or industry affairs or serving on the board of directors of
other companies (subject to the consent of the Board), so long as these activities do not
materially interfere with the performance of his duties or create a potential actual or perceived
conflict of interest or violate Section 10 of this Agreement.



3. PRIOR ARRANGEMENTS. The Parties agree that, as of the Effective Date, all prior
employment, separation, severance, termination, change of control, or similar agreements,
arrangements, or plans whether oral or written covering the Executive are terminated and superseded
and any notice periods with respect to such terminations are deemed satisfied or explicitly waived.



4. TERMINATION. The Executive’s employment and the Employment Term shall terminate on the
first of the following to occur:



(a) DISABILITY. Upon thirty (30) days’ written notice by the Company to the Executive of
termination due to Disability.



(b) DEATH. On the date of death of the Executive.



(c) CAUSE. Immediately upon written notice by the Company to the Executive of a termination
for Cause.



(d) INVOLUNTARY TERMINATION WITHOUT CAUSE. Upon written notice by the Company to the
Executive of an Involuntary Termination without Cause.



(e) GOOD REASON ON OR AFTER A CHANGE OF CONTROL. On or after the occurrence of a Change of
Control, upon written notice by the Executive to the Company of a termination for Good Reason,
subject to Section 1(l) and as provided in Section 9.



(f) VOLUNTARY TERMINATION. Upon notice by the Executive to the Company of the Executive’s
voluntary termination of employment, or on or after a Change of Control, upon notice by the
Executive to the Company of the Executive’s voluntary termination of employment without Good Reason
(which the Company may, in its sole discretion, make effective earlier than the termination date
proposed by the Executive), subject to Section 1(l) and as provided in Section 9.



5. CONSEQUENCES OF TERMINATION.



(a) DISABILITY. In the event the Employment Term ends on account of the Executive’s
Disability, the Company shall pay and provide the Executive any Accrued Benefits.



(b) DEATH. In the event the Employment Term ends due to the Executive’s death, the Company
shall pay and provide Executive’s estate (to the extent that beneficiaries have not been designated
under applicable benefit or compensation plans) any Accrued Benefits.



(c) INVOLUNTARY TERMINATION WITHOUT CAUSE NOT DUE TO A CHANGE OF CONTROL. In the event of the
Executive’s Involuntary Termination not due to a Change of Control, the Executive shall be entitled
to receive the compensation listed below, subject to his compliance with the terms and conditions
of Section 5(f) (“Additional Terms”).



(i) The Company shall pay or provide to the Executive the following payments and benefits:



(A) Any Accrued Benefits payable as soon as practical after the Termination Date;



(B) Continued payment of the Executive’s Base Salary for the applicable Severance Period
payable in accordance with the Company’s standard payroll practices even though the Executive is no
longer employed;



(C) A lump sum equal to the Executive’s Target Bonus multiplied by the Severance Multiple
payable on the Release Effective Date or as soon thereafter as is reasonably practicable;



(D) Continuation of medical, prescription, dental and health care reimbursement benefits for
the Benefits Continuation Period for the Executive and his family through the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended, supplemented or substituted from time to time
(“COBRA”), in accordance with the applicable plans, programs or policies of the Company, and on
such terms applicable to comparably situated active employees during such period (which shall
offset the Company’s COBRA obligation, if any), provided that the Executive shall continue to pay
to the Company any applicable contribution amounts that the Executive would otherwise have to pay
for such benefits if the Executive was still employed by the Company. Further, if the Executive
fails to accept available coverage from another employer or fails to notify the Company within 30
days of Executive’s eligibility to receive coverage under another employer’s plan, the Executive’s
coverage under this Section 5(c)(i)(D) shall immediately terminate and Executive shall cease to be
entitled to any such benefits under this Agreement and shall be required within three (3) months
after such failure to reimburse the Company for the greater of any premiums or any benefits paid
after such failure. In addition, the Executive agrees that the Company may offset against or
deduct from any payments due but not paid under this Section 5 in full or partial payment of such
reimbursement;



(E) The Company shall provide the Executive with professional outplacement services as
determined in the Company’s sole discretion until the earliest of (w) six (6) months after the end
of the Severance Period, (x) the date on which the Executive obtains another full-time job, (y) the
date on which the Executive becomes self-employed, and (z) the date on which the Executive has
received all services or benefits due under the applicable Company-sponsored outplacement program.
The Company will not pay the Executive cash in lieu of professional outplacement services;



(F) If the Executive is covered by any Company-sponsored executive life insurance program as
of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the
end of the Severance Period. At the end of the Severance Period, the Executive will have
thirty-one days from the last day of the Severance Period to convert his life insurance coverage to
an individual policy;



(G) If the Executive is covered by any Company-sponsored supplemental long-term disability
insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s
coverage until the end of the Severance Period. At the end of the Severance Period the Executive
shall be entitled to keep this policy if he continues to pay the annual premiums; and



(H) Any benefits or rights to which the Executive is entitled under any of the Company’s stock
or equity plans in accordance with the terms and conditions of those plans.



(ii) If a Change of Control occurs and the Executive is already receiving severance pay and
benefits under Section 5(c) of this Agreement as a result of his Involuntary Termination without
Cause not due to a Change of Control, the Company shall pay to the Executive in a lump sum, within
seven (7) calendar days after the Change of Control (or as soon thereafter as the payment can
reasonably be determined), an amount (in lieu of future periodic payments) equal to the present
value of all future cash payments due to the Executive under this Agreement using the prime
commercial lending rate published by the Trustee at the time the Change of Control occurs. The
Company and the Executive shall continue to be liable to each other for all of their other
respective obligations under this Agreement.



On the Termination Date or the last day of the month in which the Termination Date occurs
(whichever applies under the plan terms), the Executive shall no longer be eligible to participate
in any Company plan, program or policy, other that those described in Section 5(c)(i) including,
but not limited to, the Company’s long-term incentive plan, short-term disability plan, long-term
disability plan, employee stock purchase plan, and business travel accident plan.



(d) TERMINATION FOR CAUSE OR VOLUNTARY TERMINATION. If the Executive’s employment is
terminated (i) by the Company for Cause, or (ii) voluntarily by the Executive (other than for Good
Reason on or after a Change of Control), the Company shall pay or provide to the Executive the
Accrued Benefits.



(e) TERMINATION DUE TO A CHANGE OF CONTROL. If, within the two (2) year period commencing on
a Change of Control of the Company, (A) the Executive experiences an Involuntary Termination, or
(B) the Executive terminates his employment with the Company or its subsidiaries or affiliates for
Good Reason, the Executive shall be entitled to receive the compensation and benefits listed below,
subject to his compliance with the terms of Section 5(f):



(i) The Company shall pay or provide to the Executive the following payments and benefits:



(A) Any Accrued Benefits payable as soon as practical after the Termination Date;



(B) A lump sum equal to the Executive’s Base Salary multiplied by the Severance Multiple
payable on the Release Effective Date or as soon thereafter as is practicable;



(C) A lump sum equal to the Executive’s Target Bonus multiplied by the Severance Multiple,
payable on the Release Effective Date or as soon thereafter as is practicable;



(D) Continuation of medical, prescription, dental and health care reimbursement benefits for
the Benefits Continuation Period for the Executive and his family through COBRA, in accordance with
the applicable plans, programs or policies, if any, of the Company or its successor, and on such
terms applicable to comparably situated active employees during such period (which shall offset the
Company’s COBRA obligation, if any). However, the Executive shall continue to pay to the Company
any applicable contribution amounts that the Executive would otherwise have to pay for such
benefits if the Executive was still employed by the Company. Further, if the Executive fails to
accept available coverage from another employer or fails to notify the Company within 30 days of
Executive’s eligibility to receive coverage under another employer’s plan, the Executive’s coverage
under this Section 5(e)(i)(D) shall immediately terminate and Executive shall cease to be entitled
to any such benefits under this Agreement and shall be required within three (3) months after such
failure to reimburse the Company for the greater of any premiums or any benefits paid after such
failure. In addition, the Executive agrees that the Company may offset against or deduct from any
payments due but not paid under this Section 5 in full or partial payment of such reimbursement;
and



(E) The Company (or the Trustee) shall pay to Executive in a lump sum on the Release Effective
Date, an amount equal to the value of the Company-sponsored outplacement program maintained by the
Company immediately prior to the Change of Control, based on the Executive’s management level as of
the Termination Date.



(F) If the Executive is covered by any Company-sponsored executive life insurance program as
of the Termination Date, the Company (or the Trustee) shall continue to pay for the Executive’s
coverage until the end of the Severance Period. At the end of the Severance Period, the Executive
will have thirty-one days from the last day of the Severance Period to convert his life insurance
coverage to an individual policy;



(G) If the Executive is covered by any Company-sponsored supplemental long term disability
insurance program as of the Termination Date, the Company (or the Trustee) shall continue to pay
for the Executive’s coverage until the end of the Severance Period. At the end of the Severance
Period the Executive shall be entitled to keep this policy if he continues to pay the annual
premiums; and



(H) Any benefits or rights to which the Executive is entitled under any of the Company’s stock
or equity plans in accordance with the terms and conditions of any such plans.



On the Termination Date or the last day of the month in which the Termination Date occurs
(whichever applies under the plan terms), the Executive shall no longer be eligible to participate
in any Company plan, program or policy, other that those described in this Section 5(e)(i)
including, but not limited to, the Company’s long-term incentive plan, short-term disability plan,
long-term disability plan, employee stock purchase plan, and business travel accident plan.



(ii) Gross-up. (A) In the event any payment that is either received by the Executive or paid
by the Company on his behalf or any property, or any other benefit provided to him under this
Agreement or under any other plan, arrangement or agreement with the Company or any other person
whose payments or benefits are treated as contingent on a change of ownership or control of the
Company (or in the ownership of a substantial portion of the assets of the Company) or any person
affiliated with the Company or such person (but only if the payment or other benefit is in
connection with the Executive’s employment by the Company) (collectively the “Payment”), is subject
to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by
Executive with respect to such excise tax (such excise tax, together with any such interest and
penalties, hereinafter collectively referred to as the “Excise Tax”), Executive shall be entitled
to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by
Executive of all taxes (including any interest or penalties imposed with respect to such taxes),
including, without limitation, any income taxes (and any interest and penalties imposed with
respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount
of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.  Notwithstanding the
foregoing provisions of this Section 5(e)(ii) if it shall be determined that Executive is entitled
to a Gross-Up Payment, but that the Payment does not exceed 110% of the greatest amount that could
be paid to Executive without giving rise to any Excise Tax (the “Safe Harbor Amount”), then no
Gross-Up Payment shall be made to Executive and the amounts payable under this Agreement shall be
reduced so that the Payment, in the aggregate, is reduced to the Safe Harbor Amount.  The reduction
of the amounts payable hereunder, if applicable, shall be made by first reducing the cash payments
under Section 5(e) (other than any Accrued Benefits), unless an alternative method of reduction is
elected by Executive.



(B) All determinations required to be made under this Section 5(e)(ii) including whether and
when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to
be utilized in arriving at such determination, shall be made by a nationally recognized accounting
(or compensation and benefits consulting ) firm selected by the Company (the “Accounting Firm”)
which shall provide detailed supporting calculations both to the Company and the Executive within
ten business days of the receipt of notice from Executive that there has been a Payment, or such
earlier time as is requested by the Company; provided that for purposes of determining the amount
of any Gross-Up Payment, the Executive shall be deemed to pay federal income tax at the highest
marginal rates applicable to individuals in the calendar year in which any such Gross-Up Payment is
to be made and deemed to pay state and local income taxes at the highest effective rates applicable
to individuals in the state or locality in which the Executive incurs income taxes in the calendar
year in which any such Gross-Up Payment is to be made, net of the maximum reduction in federal
income taxes that can be obtained from deduction of such state and local taxes, taking into account
limitations applicable to individuals subject to federal income tax at the highest marginal rates. 
All fees and expenses of the Accounting Firm shall be borne solely by the Company.  Any Gross-Up
Payment, as determined pursuant to this Section 5(e)(ii), shall be paid by the Company to the
Executive (or to the appropriate taxing authority on the Executive’s behalf) when the applicable
tax is due.  If the Accounting Firm determines that no Excise Tax is payable by the Executive, it
shall so indicate to the Executive in writing.  Any determination by the Accounting Firm shall be
binding upon the Company and the Executive.  As a result of the uncertainty in the application of
Section 4999 of the Code, it is possible that the amount of the Gross-Up Payment determined by the
Accounting Firm to be due to (or on behalf of) the Executive was lower than the amount actually due
(“Underpayment”).  In the event that the Company exhausts its remedies pursuant to
Section 5(e)(ii)(C) and the Executive thereafter is required to make a payment of any Excise Tax,
the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Company to or for the benefit of Executive.



(C) The Executive shall notify the Company in writing of any claim by the Internal Revenue
Service that, if successful, would require the payment by the Company of any Gross-Up Payment. 
Such notification shall be given as soon as practicable but no later than ten business days after
the Executive is informed in writing of such claim and shall apprise the Company of the nature of
such claim and the date on which such claim is requested to be paid.  The Executive shall not pay
such claim prior to the expiration of the thirty day period following the date on which it gives
such notice to the Company (or such shorter period ending on the date that any payment of taxes
with respect to such claim is due).  If the Company notifies the Executive in writing prior to the
expiration of such period that it desires to contest such claim, the Executive shall (i) give the
Company any information reasonably requested by the Company relating to such claim, (ii) take such
action in connection with contesting such claim as the Company shall reasonably request in writing
from time to time, including, without limitation, accepting legal representation with respect to
such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in
good faith in order to effectively contest such claim and (iv) permit the Company to participate in
any proceedings relating to such claim; provided, however, that the Company shall bear and pay
directly all costs and expenses (including additional interest and penalties) incurred in
connection with such contest.  Without limitation on the foregoing provisions of this
Section 5(e)(ii), the Company shall control all proceedings taken in connection with such contest
and, at its sole option, may pursue or forego any and all administrative appeals, proceedings,
hearings and conferences with the taxing authority in respect of such claim and may, at its sole
option, either direct the Executive to pay the tax claimed and sue for a refund or contest the
claim in any permissible manner, and the Executive agrees to prosecute such contest to a
determination before any administrative tribunal, in a court of initial jurisdiction and in one or
more appellate courts, as the Company shall determine; provided, further, that if the Executive is
required to extend the statute of limitations to enable the Company to contest such claim, the
Executive may limit this extension solely to such contested amount.  The Company’s control of the
contest shall be limited to issues with respect to which a Gross-Up Payment would be payable
hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other
issue raised by the Internal Revenue Service or any other taxing authority.



(D) If, after the receipt by the Executive of an amount paid or advanced by the Company
pursuant to this Section 5(e)(ii), the Executive becomes entitled to receive any refund with
respect to a Gross-Up Payment, the Executive shall promptly pay to the Company the amount of such
refund received (together with any interest paid or credited thereon after taxes applicable
thereto). 



(iii) The severance benefits described in this Section 5(e), other than continuation of
insurance coverage, the Gross-Up Payment, and any Accrued Benefits payable under an employee
benefits plan, shall be paid in a lump sum on the Release Effective Date, or as soon thereafter as
can reasonably be calculated.



(f) ADDITIONAL TERMS



(i) Upon termination of employment, the Executive shall execute and agree to be bound by a
Release of the Company in a form prepared by the Company, which will include, inter alia, the
Executive’s general release of known and unknown claims, prior to and as a condition of receiving
any payments or benefits (other than the Accrued Benefits) pursuant to this Agreement. If
applicable, the Release shall contain provisions required by federal, state or local law (e.g., the
Older Worker’s Benefit Protection Act) to effectuate a general release of all claims.
Notwithstanding anything herein to the contrary, no payments or continued benefits on account of
termination of employment hereunder (other than any Accrued Benefits payable in accordance with
their terms) shall be made to the Executive prior to the Release Effective Date.



(ii) As consideration for the Company’s offer of this Agreement to the Executive and for other
good and valuable consideration, during his employment and upon termination of employment for any
reason, the Executive agrees to comply with the restrictive covenants contained in Section 10 of
this agreement. In addition, receipt of the severance payments and benefits set forth in Section 5
is expressly conditioned upon the Executive’s continued compliance with Section 10. If the
Executive is receiving severance benefits under Section 5, and (A) if the Executive is reemployed
by the Company (or any subsidiary, affiliate or successor) or breaches this Agreement or the
Release, or (B) if the Company (or any subsidiary, affiliate or successor) discovers information
that would have permitted the Company to terminate the Executive for Cause or if the Company or any
subsidiary, affiliate or successor discovers a breach of Section 10, payment of severance benefits
shall immediately cease. If the severance ceases because of re-employment and the Company has paid
severance in a lump sum, the Company (or any subsidiary or successor) shall have the right to
require that the Executive repay to the applicable entity the value of the severance benefits that
would not yet have been paid before re-employment if he had been receiving the severance in
semi-monthly installments. If the severance ceases because of a Cause determination or a breach of
Section 10, the Company (or any subsidiary or successor) shall have the right to require that the
Executive repay to the applicable entity the full value of any previously received severance. The
remedies described in this paragraph are in addition to any other remedies that may be available to
the Company in the event of the occurrence of any of the circumstances described in this paragraph.



(iii) Upon termination of employment for any reason, the Executive agrees to promptly return
all Company property that has come into his possession or control, including, without limitation,
computer equipment (including, without limitation, computer hardware, laptop and other computers,
software and printers, wireless handheld devices, cellular telephones, pagers, etc.), client and
customer information, client and customer lists, employee lists, Company files, notes, contracts,
records, business plans, financial information, specifications, computer-recorded information,
tangible property, credit cards, entry cards, identification badges, keys, and any other materials
of any kind which contain or embody, in whole or in part, any proprietary or confidential material
of the Company (and all reproductions thereof), except that Company property shall not include
items, if any, listed in a written document signed by the Executive and the Company at or before
the time of the Executive’s termination from employment as items to be retained by the Executive.
The Executive further agrees that he will leave intact all electronic Company documents, including
those which the Executive developed or helped develop during his employment, and that he will
promptly cancel all accounts for his benefit, if any, in the Company’s name including, without
limitation, credit cards, telephone charge cards, cellular telephone accounts, pager accounts, and
computer accounts.



(iv) Upon any termination of employment, upon the request of the Company, the Executive shall
resign in writing, from all offices, directorships and fiduciary positions of the Executive in
which the Executive is serving.



(v) The Executive agrees that, following his Termination Date, except as set forth herein, he
shall not be eligible for or entitled to any other incentive compensation award, including any pro
rata incentive compensation award, pursuant to the Company’s and/or its subsidiaries’ or
affiliates’ incentive compensation plans. The Executive’s agreement to this provision is a
material consideration for the Company’s executing this Agreement.



(vi) The Executive shall not be deemed to have terminated his employment with the Company or
any of its subsidiaries or affiliates, and thus shall not be entitled to any amounts or benefits
pursuant to this Agreement, if he leaves the employ of the Company or any of its subsidiaries or
affiliates for immediate reemployment with the Company or any of its subsidiaries or affiliates.



(g) 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, other than the right to Accrued Benefits, 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 applicable to the
Executive. If the Executive dies prior to payment of all severance benefits to which he is
entitled, all Company obligations under the Agreement shall cease except for the Accrued Benefits
(if unpaid at the time of death).



6. TRUSTS



(a) In order to ensure in the event of a Change of Control that timely payment will be made of
certain obligations of the Company to the Executive provided for under this Agreement, the Company
shall, immediately prior to or in connection with the consummation of a Change of Control, pay into
one or more trust(s) (the “Trust(s)”) established between the Company and any financial institution
with assets in excess of $100 million selected by the Company 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 cash amounts due the Executive pursuant to Section 5(e) that are payable or as are
otherwise required pursuant to the terms of the Trust(s), with payment to be made in cash or cash
equivalents. Thereafter, all such payments required to be paid under Section 5(e) shall be made
out of the Trust(s); provided, however, that the Company 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 Company shall
provide the Executive with the name and address of the Trustee. Nothing in this Agreement shall
require the Company to maintain the funding required in this section beyond the second anniversary
of a Change of Control unless, before such second anniversary, the Executive’s employment has
terminated in a manner qualifying him for benefits under Section 5(e). The Executive expressly
waives any requirement under this Section 6 or otherwise for the Company to fund the Trust(s) if
funding would cause him to be taxed under Code Section 409A(b) or any successor law.



(b) For purposes of this Agreement, the term “the Company and/or the Trustee” means the
Trustee to the extent the Company has put funds in the Trust(s) and the Company to the extent the
Company has not funded or fully funded the Trust(s). However, in accordance with subsection (a)
above, the Company 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 under Section 5(e).



7. INVENTIONS AND IMPROVEMENTS. The Executive acknowledges that all ideas, discoveries,
inventions and improvements which are made, conceived or reduced to practice by the Executive and
every item of knowledge relating to the Company’s business interests (including potential business
interests) gained by the Executive during the Employment Term are the sole and absolute property of
the Company, and the Executive shall promptly disclose and hereby irrevocably assigns all his
right, title and interest in and to all such ideas, discoveries, inventions, improvements and
knowledge to the Company for its sole use and benefit, without additional compensation, and shall
communicate to the Company, without cost or delay, and without publishing the same, all available
information relating thereto. The Executive also hereby waives all claims to moral rights in any
such ideas, discoveries, inventions, improvements and knowledge. The provisions of this Section 7
shall apply whether such ideas, discoveries, inventions or knowledge are conceived, made, gained or
reduced to practice by the Executive alone or with others, whether during or after usual working
hours, whether on or off the job, whether applicable to matters directly or indirectly related to
the Company’s business interests (including potential business interests), and whether or not
within the specific realm of the Executive’s duties. Any of the Executive’s ideas, discoveries,
inventions and improvements relating to the Company’s business interests or potential business
interests and conceived, made or reduced to practice during the Severance Period shall for the
purpose of this Agreement, be deemed to have been conceived, made or reduced to practice before the
end of the Employment Term. The Executive shall, upon request of the Company, and without further
compensation by the Company but at the expense of the Company, at any time during or after his
employment with the Company, sign all instruments and documents requested by the Company and
otherwise cooperate with the Company and take any actions which are or may be necessary to protect
the Company’s right to such ideas, discoveries, inventions, improvements and knowledge, including
applying for, obtaining and enforcing patents, copyrights and trademark registrations thereon in
any and all countries. To the extent this section shall be construed in accordance with the laws
of any state which precludes a requirement to assign certain classes of inventions made by an
employee, this Section shall be interpreted not to apply to any invention which a court rules
and/or the Company agrees falls within such classes.



8. NO ASSIGNMENTS. This Agreement shall not be assignable by the Executive. This Agreement
shall be assignable by the Company only by merger or in connection with the sale or other
disposition of a substantial portion of the assets of the Company. This Agreement shall inure to
the benefit and be binding upon the personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees, legatees and permitted assignees of the parties hereto.
The Company shall require any successor to all or substantially all of the business and/or assets
of the Company, 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 Company 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, “Company” shall mean the Company 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. NOTICE. All notices and other communications hereunder, shall be in writing and shall be
given to the other party by hand delivery, by overnight express mail or other guaranteed delivery
service, 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 Company.



If to the Company:



Ryder System, Inc.



11690 N.W. 105th Street



Miami, Florida 33178-1103



Attention: General Counsel



or to such other address as either party shall have furnished to the other in writing. Notice
and communications shall be effective on the earliest of (i) when actually received by the
addressee, (ii) as indicated by an overnight or other receipt, and (iii) the third business day
after the notice is dispatched.



10. RESTRICTIVE COVENANTS.



(a) COVENANT OF CONFIDENTIALITY. All documents, records, techniques, business secrets and
other information of the Company, 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 Company and/or
any of its subsidiaries or affiliates and which the Company treats as confidential and proprietary
to the Company 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 Company, its subsidiaries and
affiliates. The Executive agrees that he will keep confidential and not use or divulge to any
other individual or entity 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. Additionally, the
Executive agrees that upon his termination of employment, irrespective of the reason for such
termination, he shall promptly return to the Company all confidential and proprietary information
of the Company and/or its subsidiaries or affiliates that is in his possession.



The Executive agrees that the terms and provisions of this Agreement, as well as any and all
incidents leading to or resulting from this Agreement, are confidential and may not be discussed
with anyone other than his spouse, domestic partner, attorney or tax advisor without the prior
written consent of the Board, except as required by law. In the event that the Executive is
subpoenaed, or asked to provide confidential information or to testify as a witness or to produce
documents in any existing or potential legal or administrative or other proceeding or investigation
formal or informal related to the Company, to the extent permitted by applicable law, the Executive
will promptly notify the Company of such subpoena or request and will, if requested, meet with the
Company for a reasonable period of time prior to any such appearance or production.



(b) COVENANT AGAINST COMPETITION. During the Executive’s employment with the Company or any
subsidiary or affiliate, and thereafter during the longer of: (i) the Severance Period, if any, or
(ii) twelve (12) months following the Executive’s Termination Date (irrespective of the reason for
the Executive’s termination and without any reduction or modification), the Executive shall not,
without the prior written consent of the Board 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 Company
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 Company or any of
its subsidiaries or affiliates in any geographic area in which the Company is or was engaged in or
actively planning to engage in business as of the Executive’s Termination Date or during the
previous twelve (12) month period; 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.



(c) COVENANT OF NON-SOLICITATION. During the Executive’s employment with the Company or any
subsidiary or affiliate, and thereafter during the longer of (i) the Severance Period, if any, or
(ii) twelve (12) months following the Executive’s Termination Date (irrespective of the reason for
the Executive’s termination and without any reduction or modification), the Executive shall not,
directly or indirectly, in any manner or capacity whatsoever, either on the Executive’s own account
or for any person, firm or company:



(i) take away, interfere with relations with, divert or attempt to divert from the Company any
business with any customer or account: (x) that was a customer or account on the last day of the
Employment Term and/or has been solicited or serviced by the Company within one (1) year prior to
the last day of the Employment Term; and (y) with which the Executive had any contact or
association, or that was under the supervision of the Executive, or the identity of which was
learned by the Executive, as a result of the Executive’s employment with the Company, or



(ii) solicit, interfere with or induce, or attempt to induce, any employee or independent
contractor of the Company or any of its subsidiaries or affiliates to leave his employment or
service with the Company or to breach his employment agreement or other agreement, if any.



(d) COVENANT OF NON-DISPARAGEMENT AND COOPERATION. The Executive agrees not to make any
remarks disparaging the conduct or character of the Company or any of its subsidiaries or
affiliates, their current or former agents, employees, officers, directors, successors or assigns
(“Ryder Parties”), except as may be necessary in the performance of his duties or as is otherwise
required by law. The Executive agrees to cooperate with the Company in the investigation, defense
or prosecution of any claims or actions now in existence or that may be brought in the future
against or on behalf of the Company. Such cooperation shall include meeting with representatives
of the Company upon reasonable notice at reasonable times and locations to prepare for discovery or
any mediation, arbitration, trial, administrative hearing or other proceeding or to act as a
witness. The Company shall reimburse the Executive for travel expenses approved by the Company or
its subsidiaries or affiliates incurred in providing such assistance. The Executive shall notify
the Company if the Executive is asked to assist, testify or provide information by or to any
person, entity or agency in any such proceeding or investigation. Nothing in this provision is
intended to or should be construed to prevent the Executive from providing truthful information to
any person or entity as required by law or his fiduciary obligations.



(e) 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, the Covenant of Non-Solicitation, or the Covenant of Non-Disparagement and
Cooperation, the Company shall have the right to have the covenant specifically enforced through an
injunction or otherwise, without any obligation that the Company post a bond or prove actual
damages, by any court having appropriate jurisdiction on the grounds that any such breach will
cause irreparable injury to the Company, without prejudice to any other rights and remedies that
Company may have for a breach of this Agreement, and that money damages will not provide an
adequate remedy to the Company. The Executive further acknowledges and agrees that the Covenant of
Confidentiality, the Covenant Against Competition, the Covenant of Non-Solicitation, and the
Covenant of Non-Disparagement and Cooperation contained in this Agreement are intended to protect
the Company’s business interests and goodwill, are fair, do not unreasonably restrict his future
employment and business opportunities, and are commensurate with the arrangements set out in this
Agreement and with the other terms and conditions of the Executive’s employment. In addition, in
executing this Agreement, the Executive makes an election to receive severance pay and benefits
pursuant to Section 5 and is subject to the covenants above, therefore, 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 the covenants above.



(f) SURVIVAL OF PROVISIONS. The obligations contained in this Section 10 shall survive the
termination or expiration of the Executive’s employment with the Company for any reason (including
Section 5(d) hereof) and shall be fully enforceable thereafter. If it is determined by a court of
competent jurisdiction that any restriction in this Section 10 is excessive in duration or scope or
extends for too long a period of time or over too great a range of activities or in too broad a
geographic area or is unreasonable or unenforceable under the laws of the State of Florida, it is
the intention of the parties that such restriction may be modified or amended by the court to
render it enforceable to the maximum extent permitted by the laws of the State of Florida.



11. NO MITIGATION/NO OFFSET. In the event of any termination of employment under this
Agreement, the Executive shall be under no obligation to seek other employment and there shall be
no offset against any amounts due the Executive under this Agreement on account of any remuneration
attributable to any subsequent employment that the Executive may obtain. The amounts payable
hereunder shall not be subject to setoff, counterclaim, recoupment, defense or other right which
the Company may have against the Executive or others, except as specifically set forth in Sections
5(f)(ii), 10, and 15 or upon obtaining by the Company of a final unappealable judgment against the
Executive.



12. ATTORNEY’S FEES. To the fullest extent permitted by law, the Company shall promptly pay,
upon submission of statements, one-half of all legal and other professional fees, costs of
litigation, prejudgment interest, and other expenses in excess of $10,000 in the aggregate incurred
in connection with any dispute concerning payments, benefits and other entitlements which the
Executive may have under Section 5(c) or 5(e), up to an amount not exceeding $15,000 in the
aggregate from the Company; provided, however, the Company shall be reimbursed by the Executive for
(i) the fees and expenses advanced in the event the Executive’s claim is, in a material manner, in
bad faith or frivolous and the court determines that the reimbursement of such fees and expenses is
appropriate, or (ii) to the extent that the court determines that such legal and other professional
fees are clearly and demonstrably unreasonable.



13. LIABILITY INSURANCE. The Company shall cover the Executive under directors and officers
liability insurance in the same amount and to the same extent, if any, as the Company covers its
other officers and directors.



14. WITHHOLDING. The Company shall withhold from any and all amounts payable under this
Agreement such federal, state and local taxes as may be required to be withheld pursuant to any
applicable law or regulation.



15. CODE SECTION 409A



(a) CONSTRUCTION AND INTERPRETATION. This Agreement shall be construed and interpreted in a
manner so as not to trigger adverse tax consequences under Section 409A of the Code and the rulings
and regulations issued thereunder. The Company may amend this Agreement in any manner necessary to
comply with Code Section 409A or any successor law, without the consent of the Executive.
Furthermore, to the extent necessary to comply with Code Section 409A, the payment terms for any of
the payments or benefits payable hereunder may be delayed without the Executive’s consent to comply
with Code Section 409A.



(b) DELAYED COMMENCEMENT OF BENEFITS. In accordance with 409(A), no payment and no
Company-paid insurance coverage to which the Executive otherwise would become entitled under this
Agreement shall be made or provided prior to the earlier of (i) the expiration of the six (6)-month
period measured from the date of the Executive’s “separation from service” with the Company (as
such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of
the Executive’s death, if the Executive is deemed at the time of such separation from service to be
a “key employee” within the meaning of that term under Code Section 416(i) and such delayed
commencement is otherwise required in order to avoid a prohibited distribution under Code Section
409A(a)(2). Upon the expiration of the applicable Code Section 409A(a)(2) deferral period, all
payments and benefits deferred pursuant to this Section (whether they would have otherwise been
payable in a single sum or in installments in the absence of such deferral) shall be paid or
reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this
Agreement shall be paid or provided in accordance with the normal payment dates specified for them
herein.



16. SECTION HEADINGS. The Section headings used in this Agreement are included solely for
convenience and shall not affect, or be used in connection with, the interpretation of this
Agreement.



17. EFFECTIVE DATE; ENTIRE AGREEMENT. This Agreement is effective on the earlier of (i) the
first anniversary of delivery of written notice from the Company to the Executive that the
Employment Agreement in effect on the date such notice was delivered would not be renewed and would
terminate in accordance with its terms on the first anniversary of delivery of such notice and (ii)
February 1, 2008. Except as the parties may evidence on a Schedule A to be attached to this
Agreement and signed by the Executive and the Company after the date this Agreement is executed,
from and after the Effective Date, this Agreement contains the entire understanding and agreement
between the Parties concerning the subject matter hereof and supersedes all prior agreements,
understandings, discussions, negotiations and undertakings, whether written or oral, with respect
thereto including, without limitation, any offer letters or employment agreements, or severance or
change in control agreements, policies, plans or practices, and any nondisclosure, nonsolicitation,
inventions and/or noncompetition agreements between the Parties; provided, however, that any rights
to indemnification, all stock options or other equity granted to the Executive prior to the
Effective Date, and all agreements relating thereto shall remain in full force and effect in
accordance with their terms except as otherwise modified herein.



18. CHOICE OF LAW; JURISDICTION; JURY TRIAL WAIVER. The validity, interpretation,
construction, and performance of this Agreement shall be governed by the laws of the State of
Florida without regard to its conflicts of law principles. The Parties agree that any suit, action
or other legal proceeding that is commenced to resolve any matter arising under or relating to any
provision of this Agreement shall be commenced only in a court of the State of Florida (or, if
appropriate, a federal court located within the State of Florida), in either case located in Miami,
Florida, and the Parties consent to the jurisdiction of such court. The parties hereto accept the
exclusive jurisdiction and venue of those courts for the purpose of any such suit, action or
proceeding. The Company and the Executive each hereby irrevocably waive any right to a trial by
jury in any action, suit or other legal proceeding arising under or relating to any provision of
this Agreement.



19. SEVERABILITY. The provisions of this Agreement shall be deemed severable and the
invalidity or unenforceability of any provision shall not affect the validity or enforceability of
the other provisions hereof.



20. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall
be deemed to be an original but all of which together will constitute one and the same instruments.



21. MISCELLANEOUS. From and after the execution of this Agreement, no provision of this
Agreement may be modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by the Executive and the Chair of the Compensation Committee of the
Board, except as provided in Section 15 above regarding Code Section 409A. No waiver by either
party at any time of any breach by the other party of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed a waiver or similar
or dissimilar provisions or conditions at the same or at any prior or subsequent time. No
agreements or representations, oral or otherwise, express or implied, with respect to the subject
matter hereof have been made by either party which are not expressly set forth in this Agreement.



22. GENDER. All pronouns and any variations thereof refer to the masculine, feminine or
neuter, singular or plural as the identity of the person or persons may require.



IN WITNESS WHEREOF, the Executive has hereunto set his hand and the Company 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

	 	     









     



SAP Number



	 	 	 
	ATTEST:

	 	RYDER SYSTEM, INC.

(the “Company”)
	 
	 	 
	     

Asst. Secretary

(Seal)

	 	By:     

Gregory T. Swienton

Chief Executive Officer