Exhibit 10.1
RYDER SYSTEM,
INC.
2005 MANAGEMENT
INCENTIVE COMPENSATION PLAN
MANAGEMENT LEVELS MS07 – MS22
PLAN
DESCRIPTION
Purpose
Ryder System, Inc. and its subsidiaries (collectively
“RSI” or the “Company”) have adopted the
2005 Management Incentive Compensation Plan (“Plan”) as
part of their overall compensation program. The Plan is performance
based and is administered under the direction of the Compensation
Committee of the Board of Directors of the Company or their
designees (the “Committee”). The bonus provided under
this Plan, if any, is referred to as the “Incentive,”
and is calculated by taking into account the Company Performance
and Bonus Modifier, as described below .
Plan Administration and Eligibility
The following rules apply to all Plan Participants. Select
positions from Management Level (“MS”) 7 through 22 are
eligible to participate. Participation in the Plan is not a right,
but a privilege subject to annual review by the Compensation
Committee. No individual shall become a Participant unless the
Company notifies such individual of his inclusion in the Plan for a
given year. Individuals who have written agreements which
specifically provide for annual incentive compensation other than
that which is provided in this Plan or who are participants in any
other short-term incentive compensation plan of RSI, its
subsidiaries or affiliates are not eligible to participate in this
Plan. This Plan does not prohibit the Company from providing
discretionary or other bonuses to Company employees, including to
Plan Participants.
The Company retains the right, at 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 this Plan, even if there are no documented
performance issues in the Participant’s personnel file
(“Exclusion Criteria”).
Further, the Company reserves the right to alter, modify, change
or terminate any of the provisions described herein at any time,
with or without notice, at its sole discretion.
This Plan document supersedes any and all prior Ryder Management
Incentive Compensation Plans and any and all oral representations,
promises, or guarantees and any other short term incentive or
annual bonus plans (other than those contained in individual
agreements). The Plan is intended to serve as a single source of
information about the Incentive provided hereunder. All provisions
of the Plan will apply unless otherwise prohibited by law.
No exceptions to this Plan will be honored without written
approval of the Committee. Any manager or officer who
authorizes such an exception without prior written approval of the
Committee will be subject to disciplinary action up to and
including forfeiture of an incentive award and/or termination of
employment.
All Plan payouts will be paid as soon as practicable following
Board and/or Committee approval of the payout and determination
that performance variables set forth herein have been satisfied. If
the Company has any claim against the Participant for money or
assets owed that has not been satisfied by the Participant any
awards under the Plan shall be reduced by such unpaid claims. Such
claims may include, but are not limited to, unpaid taxes, the
obligation to repay gains under other plans, or corporate business
credit card expenses. Except as provided below, to be eligible to
receive a payment under the Plan, an employee must be employed by
the Company in good standing on the date the payment is to be made.
No individual shall have a vested or accrued right to any payment
or Incentive.
Incentive
The Incentive will provide Participants with competitive
compensation for achieving and exceeding targeted performance
levels. The first component in calculating the Incentive is the
Company Performance Amount, which is determined by the Company, in
its sole discretion, as described below based on certain objective
Company results. As described below this Company Performance Amount
may then be adjusted by the Company based on personal performance
(this adjustment is referred to as the Bonus Modifier). Each
component of the Company Performance Amount will be calculated
based on the in-country currency, as shown on the business
unit’s business plan. The Participant’s Incentive
payout will be calculated based on the currency in which the
Eligible Base Salary is expressed.
Determination of Company Performance Amount
The Company Performance Amount is determined based on the
Participant’s Target Incentive Award in accordance with a
formula to be determined by the Company.
Each Participant shall be assigned, based on his or her
Management Level, a Target Incentive Award that equals a percentage
of his or her Eligible Base Salary.
Applying the Target Incentive Award to the bonus formula
established by the Company shall result in the Incentive Payout
expressed as a percentage of Eligible Base Salary.
Threshold, Target and Two Times Payout
The formula established by the Company shall provide varying
amounts of Incentive opportunity depending on whether certain
objective factors hit a Threshold, Target or Two Times level.
If the Company does not attain the Threshold for a given factor,
then no Incentive shall be paid with respect to that factor and, at
the Committee’s discretion, any other factor.
Maximum Incentive Award
The maximum incentive opportunity will be two times the Incentive
payout.
The Bonus Modifier
The second part of the Incentive computation
