Exhibit 10.2
PERFORMANCE-BASED RESTRICTED STOCK RIGHTS
ISSUED UNDER
RYDER SYSTEM, INC. 2005 EQUITY COMPENSATION PLAN
2009 TERMS AND CONDITIONS
The following terms and
conditions apply to the performance-based restricted stock rights
(the “PBRSRs”) granted by Ryder System, Inc. (the
“Company”) under the Ryder System, Inc. 2005 Equity
Compensation Plan (the “Plan”), as specified in the
Performance-Based Restricted Stock Rights Award Notification (the
“Notification”), to which these terms and conditions
are appended. Certain terms of the PBRSRs including the number of
shares of Ryder common stock underlying the PBRSRs, are set forth
in the Notification. The Compensation Committee of the
Company’s Board of Directors (the “Committee”)
shall administer the PBRSRs in accordance with the Plan.
Capitalized terms used herein and not defined shall have the
meaning ascribed to such terms in the Plan or in the
Notification.
|
|
1.
|
|
General
.
Each PBRSR represents the right to receive one Share on a future
date based upon the attainment of certain financial performance
goals, on the terms and conditions set forth herein, in the
Notification and in the Plan, the applicable terms, conditions and
other provisions of which are incorporated by reference herein
(collectively, the “Award Documents”). A copy of the
Plan and the documents that constitute the “Prospectus”
for the Plan under the Securities Act of 1933, have been delivered
to the Participant prior to or along with delivery of the
Notification. In the event there is an express conflict between the
provisions of the Plan and those set forth in any other Award
Document, the terms and conditions of the Plan shall govern. It is
intended that the PBRSRs qualify as “performance-based
compensation” for purposes of Section 162(m) of the Internal
Revenue Code of 1986, as amended (the “Code”),
including any successor provisions and regulations.
|
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 PBRSRs 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 his or her PBRSRs and/or termination of employment
(unless otherwise prohibited by law). All decisions and
determination made by the Committee relating to the PBRSRs shall be
final and binding on the Participant, his or her beneficiaries and
any other person having or claiming an interest under the
Plan.
|
|
2.
|
|
Financial
Performance Goals; Performance Period . The
PBRSRs will vest only if, for the three-year period specified in
the Notification (the “Performance Period”), the
Company’s Total Shareholder Return (“Company
TSR”) meets or exceeds the Total Shareholder Return for the
S&P 500 Composite Index for the Performance Period as published
by Standard & Poor’s as the “S&P 500 TR”,
or, if no such publication is available, based on a comparable
publication selected by the Committee (the “Performance
Goal”). For purposes of the preceding sentence, Company TSR
will be deemed to have met or exceeded the Total Shareholder Return
of the S&P 500 Composite Index (“TR”) if the
Average TSR Differential (as defined below) is greater than 0. The
Average TSR Differential means (a) the sum of the TSR
Differential (as defined below) for each monthly period beginning
January 1, 2009 and ending December 31, 2011 divided by
(b) 36. The TSR Differential for any given monthly period
means the absolute difference between (x) the Company TSR from
January 1, 2009 through the last business day of the month
minus (y) the TR for the same period, (expressed as a positive
or negative number, as the case may be). As used herein, the term
“Total Shareholder Return” shall mean the percentage
change in the stock price or index, as applicable, assuming
reinvestment of dividends on the ex-dividend date.
|
|
|
3.
|
|
Delivery
of Shares .
Subject to this Section 3 and Section 4 below, if the
Performance Goal is attained and the Committee otherwise approves
the issuance of the PBRSRs, the PBRSRs will vest, provided the
Participant was continuously employed by the Company or one of its
Subsidiaries from the date of grant of the PBRSRs to last day of
the Performance Period. 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
immediately thereafter employed by the Company or another
Subsidiary.
|
Upon
vesting, the Shares subject to the vested PBRSRs will be
transferred to an account held in the name of the Participant by
the Company’s independent stock plan administrator and the
Participant will receive notice of such transfer together with all
relevant account details. The Participant will receive the Shares
(net of any applicable taxes) after the issuance has been approved
by the Committee or the Board, as the case may be, provided that in
no event shall the payment be made after March 15, 2012,
unless administratively impracticable to do so.
|
|
4.
|
|
Termination
of PBRSRs; Forfeiture. The
PBRSRs will terminate upon the termination of the
Participant’s employment with the Company and its
Subsidiaries during the Performance Period as described
below.
|
|
|
(a)
|
|
Resignation
by the Participant or Termination by the Company or a
Subsidiary : All
outstanding PBRSRs will be forfeited and the Participant will not
have any right to delivery of Shares.
|
If
the Participant’s employment is terminated by the Company or
a Subsidiary for Cause (as defined in Section 11), then the
Company shall have the right to reclaim and receive from the
Participant any Shares delivered to the Participant upon the
vesting of any PBRSRs within the one year period before the date of
the Participant’s termination of employment, or to the extent
the Participant has transferred such Shares, the equivalent
after-tax value thereof (as of the date the Shares were transferred
by the Participant) in cash.
|
|
(b)
|
|
Termination
by reason of Death, Disability or Retirement
: If the death, Disability (as defined in Section 11) or
Retirement (as defined in Section 11) occurs after the end of
the Performance Period, the Participant (or his or her Beneficiary,
in the event of death) shall be entitled to receive the number of
Shares due to him or her under the Award. If the death, Disability
or Retirement occurs during the Performance Period and, if based on
actual performance, the PBRSRs are earned and approved by the
Committee or Board, as the case may be, the Participant (or his or
her Beneficiary, in the event of death) will be entitled to receive
a pro-rata number of Shares based on the number of days during the
Performance Period that the Participant is considered to be an
active employee as determined by the Company, payable at the time
and manner specified in Section 3 above. On the date of death,
Disability or Retirement, the Company shall calculate the pro-rata
number of Shares that the Participant would be entitled to receive
if the Performance Goals are achieved and shall cancel the balance
of the PBRSRs to which the Participant will no longer be
entitled.
|
|
|
(c)
|
|
Proscribed
Activity : If,
during the Proscribed Period (as defined in Section 11) but
prior to a Change of Control (as defined in Section 11 below),
the Participant engages in a Proscribed Activity, then the Company
shall have the right to reclaim and receive from the Participant
all Shares delivered to the Participant upon the vesting of any
PBRSRs during the one year period immediately prior to, or at any
time following, the date of the Participant’s termination of
employment, or to the extent the Participant has transferred such
Shares, the after-tax equivalent value thereof (as of the date the
Shares were transferred by the Participant) in cash.
|
|
|
5.
|
|
Change
of Control .
Notwithstanding
anything contained herein to the contrary, unless otherwise
determined by the Committee prior to a Change of Control which
occurs during the Performance Period, all outstanding PBRSRs will
become fully vested immediately prior to any such Change of
Control, and all Shares subject to such PBRSRs will be delivered to
the Participant at that time in accordance with Section 3
above. To the extent (i) Participant’s employment was
terminated by the Company other than for Cause or Disability within
the 12 months prior to the date on which the Change of Control
occurred, (ii) during such 12 month period the
Participant did not engage in a Proscribed Activity, and
(iii) the Committee
|
|
