EXHIBIT 10.10
RYDER SYSTEM, INC.
DEFERRED COMPENSATION PLAN
This Ryder System,
Inc. Deferred Compensation Plan (the “Plan”) is amended
and restated as of January 1, 2003. Compensation deferred
under the Plan for years prior to January 1, 2003 shall
continue to be governed in accordance with the provisions of the
Plan in effect for the year of deferral. The Plan is established
and maintained by Ryder System, Inc. (“RSI”) solely for
the purpose of providing specified benefits to the members of the
Board of Directors of RSI and a select group of management and
highly compensated Employees who contribute materially to the
continued growth, development and future business success of RSI,
and its subsidiaries, that elect to sponsor this Plan. This Plan
shall be unfunded for tax purposes and for purposes of Title I of
the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”).
ARTICLE I
DEFINITIONS
Wherever used herein the
following terms shall have the meanings hereinafter set
forth:
1.1
“Accounting Date” means each business day of the Plan
Year on which the national stock exchanges and the Nasdaq system
are open for trading.
1.2
“Accounting Period” means each period beginning on the
day following an Accounting Date and ending on the following
Accounting Date.
1.3
“Affiliate” means any Employer, and any member of a
controlled group of corporations, a group of trades or businesses
under common control, an affiliated service group of which any
Employer is a member or any other entity required to be aggregated
with the Employer pursuant to regulations under Section 414(o)
of the Code. For purposes hereof: (i) a “controlled
group of corporations” shall mean a controlled group of
corporations as defined in Section 1563(a) of the Code,
determined without regard to Sections 1563(a)(4) and (e)(3)(C)
thereof, (ii) a “group of trades or businesses under
common control” shall mean a group of trades or businesses
under common control as defined in the regulations promulgated
under Section 414(c) of the Code; and (iii) an
“affiliated service group” shall mean an affiliated
service group as defined in Section 414(m) of the
Code.
1.4
“Beneficiary” means the person or persons designated by
a Participant, upon such forms as shall be provided by the
Committee, to receive payments of the vested portion of the
Participant’s Account after the Participant’s death. If
the Participant shall fail to designate a Beneficiary, or if for
any reason such designation shall be ineffective, or if such
Beneficiary shall predecease the Participant or die simultaneously
with him, then the Beneficiary shall be, in the following order of
preference:
(i) the
Participant’s surviving spouse, or
(ii) the
Participant’s estate.
1.5
“Board” means the Board of Directors of the
Company.
1.6
“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 twenty percent (20%)
or more of the combined voting power of RSI’s outstanding
voting securities ordinarily having the right to vote for the
election of directors of RSI; 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 RSI 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 1.6; or
(ii) the
individuals who, as of August 18, 1995 constituted the Board
of Directors of RSI (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 RSI (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 RSI’s outstanding Company Stock and
outstanding voting securities ordinarily having the right to vote
for the election of directors of RSI 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 RSI or all or substantially all of RSI’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 RSI’s outstanding
Company Stock and outstanding voting securities ordinarily having
the right to vote for the election of directors of RSI, 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 RSI 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
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(iv) there
is a liquidation or dissolution of RSI approved by the
shareholders; or
(v) there
is a sale of all or substantially all of the assets of RSI. If the
sponsor enters into an agreement or series of agreements or the
Board passes a resolution which will result in the occurrence of
any of the matters described in subsections (i), (ii), (iii), (iv),
or (v), and a Participant’s employment is terminated
subsequent to the date of execution of such agreement or series of
agreements or the passage of such resolution, but prior to the
occurrence of any of the matters described in subsections (i),
(ii), (iii), (iv), or (v), a Change of Control shall be deemed to
have retroactively occurred on the date of the execution of the
earliest of such agreements(s), or the passage of such
resolution.
If
a Change of Control occurs and if a Participant’s employment
is terminated prior to the date on which the Change of Control
occurs, and if it is reasonably demonstrated by the Participant
that such termination of employment (A) was at the request of
a third party who has taken steps reasonably calculated to effect a
Change of Control or (B) otherwise arose in connection with or
in anticipation of a Change of Control, a Change of Control shall
be deemed to have retroactively occurred on the date immediately
prior to the date of such termination of employment.
1.7
“Code” means the Internal Revenue Code of 1986, as
amended from time to time, and any regulations relating
thereto.
1.8
“Committee” means the Committee appointed by the Board
to administer the Savings Plan in accordance with Article X of
the Savings Plan or when applicable, the person to whom the
Committee has delegated authority pursuant to Article X of the
Savings Plan for the matter in question.
1.9
“Company” means Ryder System, Inc., a Florida
corporation, or any successor corporation or other entity resulting
from a merger or consolidation into or with the Company or a
transfer or sale of substantially all of the assets of the
Company.
1.10
“Company Stock” means the common stock of the Company,
par value $.50, which is readily tradable on an established
securities market.
1.11
“Compensation” means (i) in the case of an
Employee, the sum of the total of all amounts paid to a Participant
by an Employer as salary (including commissions) or bonuses for
personal services and any Savings Plan Tax-Deferred Contributions
or Tax-Deferred Contributions made by the Employer on behalf of a
Participant for the Plan Year excluding any other amounts earned by
the Participant for the Plan Year but that are deferred under any
other plan or arrangement maintained by the Employer, or
(ii) in the case of a Director, the Director’s fees
including the Director’s annual cash retainer, committee
retainer and per diem meeting fees earned by the
Director.
1.12
“Director” means a member of the Board.
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1.13
“Disability” means a Participant’s inability to
engage in any substantial gainful activity by reason of any
medically determined physical or mental impairment which can be
expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than 12 months, as
determined in a uniform and non-discriminatory manner by the
Committee after requiring any medical examinations by a physician
or reviewing any medical evidence which the Committee considers
necessary, and which results in the Participant’s Separation
from Employment.
1.14
“Eligible Employee” means any Employee who is
(i) employed by the Employer, (ii) designated by the
Committee to be eligible to participate in the Plan, and
(iii) is part of a select group of management or highly
compensated employees within the meaning of Sections 201(2),
301(a)(3)and 401(a)(l) of ERISA, and any regulations relating
thereto.
1.15
“Employee” means any employee of (i) the Company
or (ii) any other entity that is an Employer as defined in the
Savings Plan.
1.16
“Employer” means (i) the Company and (ii) any
other entity that is an Employer as defined in the Savings
Plan.
1.17
“Investment Funds” means those investment options that
shall from time to time be made available as investment options
under the Plan, as determined by the Committee.
1.18 “Leave
of Absence” means an Employee’s leave of absence from
active employment with the Company or an Affiliate because of
military service, illness which does not constitute a Disability,
educational pursuits, services as a juror, or temporarily with a
government agency, or any other leave of absence, if (i) such
leave of absence is approved by the Company or an Affiliate that
employs the Employee, and (ii) upon termination of any such
leave of absence, such Employee promptly returns or has returned to
the employ of the Company or an Affiliate, without employment
(other than military service) elsewhere in the meantime except with
the consent of the Company or an Affiliate. The Company or an
Affiliate shall determine the first and last days of any Leave of
Absence that it approves.
1.19
“Matching Contributions” means the matching
contributions credited to the Participant’s Account in
accordance with Section 3.2 of the Plan.
1.20
“Matching Contributions Account” means the account
maintained by the Company under the Plan for a Participant that is
credited with the Participant’s Matching Contributions, and
any gains or losses allocable thereto.
1.21
“Participant” means a Director or an Eligible Employee
of the Employer who elects to participate in the Plan.
1.22
“Participant’s Account” means the total amount
credited to the account maintained in the Plan in accordance with
the provisions of the Plan for each Participant, which represents
his total proportionate interest of all accounts under the Plan as
of any Accounting Date, and which consists of his Tax-Deferred
Contributions Account and his Matching Contributions
Account.
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1.23
“Plan” means the Ryder System, Inc. Deferred
Compensation Plan.
1.24 “Plan
Year” means the calendar year.
1.25
“Retirement” means either (i) in the case of an
Employee, termination of employment from an Employer at or after
Retirement Age or (ii) in the case of a Director, retirement
as a member of the Board.
1.26
“Retirement Age” means the earlier of (i) the date
on which a Participant attains age 65, and (ii) the date on
which a Participant has both (a) attained age 55 and
(b) completed at least 10 years of service. For purposes
of this provision, Service shall mean that period of an
Employee’s continuous uninterrupted employment with an
Employer and any Affiliate, and with any predecessor businesses of
the Employer or an Affiliate, conducted as corporations,
partnerships, or proprietorships, from the Employee’s last
date of hire to the date of termination of his employment for any
reason; provided however, that the employment of an Employee, who
immediately before his current employment was employed by a
predecessor or acquired business continuously up to the date of its
merger with or acquisition by the Employer or an Affiliate, shall
include only that part of his employment for said business which
has occurred after the date fixed for this purpose by the Company
and provided that the same date is uniformly fixed for this purpose
as to all of the employees of a given predecessor or acquired
business. An Employee may work simultaneously for more than one
Employer and Affiliate, but the total period of his employment
shall not be increased by reason of such simultaneous
employment.
1.27
“Savings Plan” means the Ryder System, Inc. Employee
Savings Plan A, established effective January 1, 1984, and as
amended from time to time, and the Ryder System, Inc. Employee
Savings Plan B, established effective January 1, 1993, and as
amended from time to time, and each successor or replacement
salaried employees cash or deferred arrangement.
1.28
“Savings Plan Matching Contributions” means the total
of all Matching Contributions made by the Employer for the benefit
of a Participant under and in accordance with the terms of the
Savings Plan.
1.29
“Savings Plan Tax-Deferred Contributions” means the Tax
Deferred Contributions made by the Employer for the benefit of a
Participant under and in accordance with the terms of the Savings
Plan.
1.30
“Separation from Employment” means a discontinuance of
the Participant’s employment relationship with the Company
and its Affiliates due to Retirement, Disability, death, or other
termination of employment (voluntary or involuntary). For purposes
of this provision, the employment relationship with the Company and
its Affiliates of a Participant entitled to earned vacation time
after he ceases to perform services for the Company and its
Affiliates shall be deemed to terminate upon the date his earned
vacation time, if any, expires. The fact that an Employee who is a
Participant ceases to elect to have any Tax-Deferred Contributions
credited to his Account under the Plan shall not constitute a
Separation from Employment, and a Participant’s absence from
active employment due to military service or Leave of Absence shall
not constitute a Separation from Employment.
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