Exhibit 10.1
2009 ANNUAL INCENTIVE CASH AWARDS
GRANTED UNDER
RYDER SYSTEM, INC. 2005 EQUITY COMPENSATION PLAN
TERMS AND CONDITIONS
The
following terms and conditions apply to the 2009 annual incentive
cash awards (the “Awards”) granted by Ryder System,
Inc. under the Ryder System, Inc. 2005 Equity Compensation Plan
(the “Plan”) a description of which is set forth in the
relevant Guide to the Annual Incentive Compensation Program (the
“Guide”) to which these terms and conditions are
appended. No individual shall receive an Award unless the Company
has notified the individual of the Award and delivered these Terms
and Condition and the Guide to the individual. Certain terms of the
Award, including the performance goals and target payout amounts,
are set forth in the Guide and the payout grids titled
“Incentive Payout Components by Position”
(“Payout Grid”) applicable to the Participant. The
Compensation Committee of the Company’s Board of Directors
(the “Committee”) shall administer the Awards in
accordance with the Plan. Capitalized terms used herein and not
defined shall have the meaning ascribed to such terms in the Plan
or the Guide.
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1.
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General
. The
Award represents the right to receive a cash payment based on the
attainment of certain financial performance goals, on the terms and
conditions set forth herein, in the Guide and in the Plan, the
applicable terms, conditions and other provisions of which are
incorporated by reference herein (collectively, the “Award
Documents”). It is intended that any Awards granted to
“Covered Employees” as that term is defined Section
162(m) of the Internal Revenue Code of 1986, as amended, including
any successor provisions and regulations (the “Code”),
shall qualify as “performance-based compensation” for
purposes of Section 162(m).
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The
Award Documents supersede any and all prior oral representations,
promises or guarantees relating to short-term incentives or annual
bonuses. All provisions of the Award Documents shall apply unless
otherwise prohibited by law.
In the
event there is an express conflict between the provisions of the
Plan and those set forth in the Guide or in these terms and
conditions, the terms and conditions of the Plan shall govern.
Unless otherwise approved by the Committee, individuals who have
written agreements which specifically provide for annual incentive
compensation other than that which is provided under the Award or
who are participants in any other short-term incentive compensation
plan of the Company or its subsidiaries and affiliates are not
eligible to receive an Award hereunder. The Company may, in its
sole discretion, provide discretionary or other bonuses to Company
employees, whether or not they receive an Award.
The
terms and conditions contained herein may be amended by the
Committee as permitted by the Plan; none of the terms and
conditions of the Award may be amended or waived without the prior
approval of the Committee. Any amendment or waiver not approved by
the Committee will be void and have no force or effect. Any
employee or officer of the Company who authorizes any such
amendment or waiver without the prior approval of the Committee
will be subject to disciplinary action up to and including
forfeiture of an Award and/or termination of employment (unless
otherwise prohibited by law). All decisions and determinations made
by the Committee relating to the Awards shall be final and binding
on the Participant, his or her beneficiaries and any other person
having or claiming an interest under the Plan.
1
Financial Performance Goals; Performance
Period . The Awards
are intended to reward Participants for the attainment by the
Company of certain performance goals and, in certain cases,
individual performance. The performance metrics (the
“Performance Metrics”) and performance goals (the
“Performance Goals”) applicable to a Participant, the
weight given to each of the Performance Metrics and any other
requirements or limitations of the Awards are approved by the
Committee, may vary based on the Participant’s Management
Level, position and responsibilities and will be set forth in the
Guide and the Payout Grid applicable to such
Participant.
Once
established, Performance Goals shall not be changed during the
year; provided, however, if the Committee determines that external
changes or other unanticipated business conditions have materially
affected the fairness of the Performance Goals, then appropriate
adjustments may be made to the Performance Goals (either up or
down) during the year.
The
Participant’s target incentive award (expressed as a
percentage of the Participant’s Eligible Base Salary) to be
paid under the Award, as approved by the Committee, is also set
forth in the Guide.
For
purposes of the Award, Eligible Base Salary means the annual rate
of pay for the Performance Period, excluding all other compensation
paid to the Participant during the year, including but not limited
to bonuses, incentives, commissions, car allowance, employee
benefits, relocation expenses, and any imputed income for which the
Participant may be eligible (all as more fully described in the
Guide). As soon as practicable after the end of the Performance
Period, the Committee will determine the attainment of the
Performance Goals, to the extent applicable, in accordance with
generally accepted accounting principles (“GAAP”),
provided that, the Committee may, in its sole discretion, exclude
or include certain items from actual results in determining
performance including (i) changes in accounting principle,
standard or policy; (ii) changes in law or regulation;
(iii) asset impairments; (iv) restructuring charges;
(v) discontinued operations; and (vi) significant
non-operational or non-recurring items, in each case, other than
those included in the Company’s 2009 business
plan.
The
Committee may increase or decrease a Participant’s Payout
Amount (as defined below) based on the Participant’s
individual performance by way of a performance modifier to the
extent provided in the Guide; provided, however that in no event
may the Payout Amount for a Participant that is in a Management
Level of 14 or above be increased by way of a performance
modifier.
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3.
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Payment
.
Subject
to Section 4 and 5 below and the provisions of the Guide,
amounts due under the Award (the “Payout Amount”) will
be payable in cash to the Participant as soon as practicable
following the determination that the Performance Goals have been
satisfied and the Committee’s (or Board, as the case may be)
approval of the payout, but in no event later than March 15,
2010 (the “Payment Date”), provided that the
Participant is, on the Payment Date, and has been from the first
day of the Performance Period through the Payment Date,
continuously employed in good standing by the Company or a
Subsidiary. No Participant shall have a vested or accrued right to
any payment under the Award. For purposes of these terms and
conditions, the Participant shall not be deemed to have terminated
his or her employment with the Company and its Subsidiaries if he
or she is then immediately thereafter employed by the Company or
another Subsidiary. Notwithstanding anything to the contrary set
forth herein, (i) the Company retains the right, in its sole
and absolute discretion, to withhold payment and participation,
from any Participant who violates or has violated any Company
value, principle, agreement, plan, procedure, protocol, policy or
the rules contained in the Award Documents even if there are no
documented performance issues in the Participant’s personnel
file and (ii) if the Company has any claim against the
Participant for money or assets owed that have not been satisfied
by the Participant, the Payout Amount shall be reduced by any such
unpaid claims unless otherwise prohibited by law. The calculation
of Payout Amounts for Participants outside of the U.S. will be set
forth in the Guide.
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4.
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New
Hire, Promotion or Transfer. Participants
who are newly hired, promoted, or transferred into or out of
eligible positions, and those who move from one eligibility level
to another, will receive a pro-rata incentive based on the terms in
effect for his/her Management Level position, the portion of time
spent in each position during the year, the annual rate of pay and
the target incentive award for the eligible position(s).
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5.
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Termination
of Employment; Temporary Leave. Except
as specifically set forth below, the Award will terminate and no
amounts will be paid under the Award following the termination of
the Participant’s employment as follows:
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(a)
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Resignation
by the Participant or Termination by the Company or a
Subsidiary :
Notwithstanding anything herein to the contrary, (i) with
respect to Participants who are entitled to severance benefits
under the terms and conditions of any individual agreement or under
the Company’s Executive Severance Plan, any amounts due will
be calculated in accordance with such agreement or plan and
(ii) with respect to Participants who are not otherwise
entitled to severance benefits u
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