EXHIBIT 10.23(b)
RYDER SYSTEM, INC.
COMBINED NON-QUALIFIED STOCK OPTION
AND
LIMITED STOCK APPRECIATION RIGHT
AGREEMENT
THIS AGREEMENT, made as of this 2nd day of October, 1996, between Ryder System,
Inc., a Florida corporation ("RSI"), and ____________ (the "Grantee");
W I T N E S S E T H:
WHEREAS, the Board of Directors of RSI has adopted and the shareholders of RSI
have approved the Ryder System, Inc. 1995 Stock Incentive Plan, as amended (the
"Plan"), which provides for the issuance of (i) Non-qualified Stock Options
("Non-qualified Stock Options") to purchase shares of Common Stock and (ii)
Limited Stock Appreciation Rights ("Limited SARs") to key executive Employees of
the Company; and
WHEREAS, the Grantee is a key executive Employee and has been selected by the
Compensation Committee of the Board of Directors of RSI (the "Committee") to
receive Non-qualified Stock Options and Limited SARs under the Plan;
NOW, THEREFORE, in consideration of the premises, RSI and the Grantee agree as
follows:
I. NON-QUALIFIED STOCK OPTION
GRANT OF OPTION Subject to the limitations and other terms and conditions set
forth in this Agreement and the Plan, the Committee grants to the Grantee as of
October 2, 1996 a Non-qualified Stock Option to purchase an aggregate of
[shares] shares of RSI's Common Stock, par value $.50 per share (the "Shares"),
at a price of $29.6875 per Share, the Fair Market Value on the date of grant.
LIMITATIONS ON EXERCISE OF OPTION Subject to the limitations and other terms and
conditions set forth in this Agreement and the Plan, the Non-qualified Stock
Option shall be exercisable in installments on or before October 1, 2006 as
follows:
(i) None of the Shares subject to the Non-qualified Stock Option
for a period of one year from the date of grant;
(ii) 33 1/3% of the Shares subject to the Non-qualified Stock
Option on or after October 2, 1997;
(iii) 33 1/3% of the Shares subject to the Non-qualified Stock
Option on or after October 2, 1998;
(iv) the final 33 1/3% of the Shares subject to the Non-qualified
Stock Option on or after October 2, 1999.
Subject to the foregoing and the provisions of the Plan, any installment portion
of the Non-qualified Stock Option that becomes exercisable shall thereafter
accumulate and be exercisable at any time on or before the expiration of the
term of the Non-qualified Stock Option on October 1, 2006.
EXERCISE AND PAYMENT OF OPTION Subject to the limitations and other terms and
conditions set forth in this Agreement and the Plan, the Non-qualified Stock
Option, to the extent then exercisable, may be exercised in whole or in part
from time-to-time by delivering written notice to RSI addressed to the
Controller of RSI specifying the number of Shares the Grantee then elects to
purchase under the Non-qualified Stock Option, together with the full purchase
price of the Shares being purchased in cash or a certified or bank cashier's
check payable to the order of RSI, or in Shares having a Fair Market Value on
the date of exercise equal to the purchase price, or a combination of the
foregoing having an aggregate Fair Market Value equal to the purchase price. As
promptly as practicable after any such exercise, RSI will deliver to the Grantee
certificates for the number of Shares with respect to which the Non-qualified
Stock Option has been exercised, issued in the name of the Grantee. The exercise
of a Non-qualified Stock Option shall reduce on a one-for-one basis the number
of Shares subject to the related Limited SAR granted under Section II of this
Agreement.
EXERCISE AND PAYMENT UPON A CHANGE OF CONTROL Subject to the limitations and
other terms and conditions set forth in this Agreement and the Plan:
(i) Notwithstanding any other provision of this Agreement, pursuant to
Section 7(h) of the Plan, unless otherwise determined by the Committee prior to
a Change of Control, in the event of a Change of Control, the Non-qualified
Stock Option granted under Section I of this Agreement, to the extent not
previously exercised or expired under the terms of this Agreement and the Plan,
shall become immediately exercisable in full and shall remain exercisable to the
full extent of the Shares available thereunder, regardless of any installment
provisions applicable thereto, for the remainder of its term, unless Section
14(a) of the Plan applies or the Grantee has been terminated for cause, in which
case the Non-qualified Stock Option shall automatically terminate as of the
Incumbent Board's determination pursuant to Section 14(a) of the Plan or the
Grantee's Termination Date, as appropriate.
(ii) If the Committee so determines prior to or during the thirty day
period following the occurrence of a Change of Control, the Grantee may, in lieu
of exercising, require RSI to purchase for cash all or any portion of the
Non-qualified Stock Option granted under Section I of this Agreement, which is
not otherwise exercised or expired under the terms of this Agreement and the
Plan as to which no Limited SAR is then exercisable, for a period of sixty days
following the occurrence of a Change of Control at the Price upon a Change of
Control specified below.
PRICE UPON A CHANGE OF CONTROL Subject to the limitations and other terms and
conditions set forth in this Agreement and the Plan, upon the occurrence of a
Change of Control, the Price of the Limited SAR and the Non-qualified Stock
Option or portions thereof as to which no Limited SAR is then exercisable, shall
be the excess of the highest of:
(i) the highest closing price of the Common Stock reported by the
composite transaction reporting system for securities listed on the New York
Stock Exchange within the sixty days preceding the date of exercise;
(ii) the highest price per share of Common Stock included in a filing
made by any Person, but excluding any employee benefit plan or plans (or related
trust) of RSI and its Subsidiaries and affiliates, who becomes the beneficial
owner, directly or indirectly, of twenty percent 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, on any Schedule 13D pursuant to Section
13(d) of the 1934 Act as paid within the sixty days prior to the date of such
report; and
(iii) the value of the consideration to be received by the holders of
Common Stock, expressed on a per Share basis, in any Business Combination
affecting RSI, any liquidation or dissolution of RSI or any sale of all or
substantially all of the assets of RSI, with all noncash consideration being
valued in good faith by the Incumbent Board;
over the purchase price per Share at which the related Non-qualified Stock
Option is exercisable, as applicable.
II. LIMITED STOCK APPRECIATION RIGHT
GRANT OF LIMITED SAR Subject to the limitations and other terms and conditions
set forth in this Agreement and the Plan, the Committee grants to the Grantee as
of October 2, 1996 a Limited SAR with respect to all Shares subject to the
related Non-qualified Stock Option granted under Section I of this Agreement.
Such Limited SAR shall be exercisable only in the event of a Change of Control
and only if the Grantee is subject, in the opinion of counsel to RSI, to Section
16(b) of the 1934 Act with respect to RSI at the time of the Change of Control.
The Limited SAR is the right to receive an amount (the "Limited SAR Spread")
equal to the product computed by multiplying (i) the Price upon a Change of
Control specified in Section I above by (ii) the number of Shares with respect
to which such Limited SAR is being exercised.
LIMITATIONS ON EXERCISE OF LIMITED SAR Subject to the limitations and other
terms and conditions set forth in this Agreement and the Plan, the Limited SAR
shall be exercisable only if and to the extent that the related Non-qualified
Stock Option is exercisable, but no later than October 1, 2006, the expiration
date of the related Non-qualified Stock Option. The Limited SAR may be exercised
only during the sixty day period commencing after the occurrence of a Change of
Control.
EXERCISE AND PAYMENT OF LIMITED SAR Subject to the limitations and other terms
and conditions set forth in this Agreement and the Plan, the Limited SAR may be
exercised by delivering a written notice to RSI addressed to the Controller of
RSI specifying the number of Shares with respect to which the Grantee is
exercising the Limited SAR. As promptly as practicable after any such exercise,
RSI will deliver to the Grantee an amount in cash equal to the Limited SAR
Spread. The exercise of a Limited SAR shall reduce the number of Shares subject
to the related Non-qualified Stock Option on a one-for-one basis.
III. GENERAL
TRANSFERABILITY OF AWARDS No Awards or any rights or interests therein shall be
assignable or transferable by the Grantee except by will or the laws of descent
and distribution. During the lifetime of the Grantee, an Award shall be
exercisable only by the Grantee or the Grantee's guardian or legal
representative.
NOTICES All notices provided for in this Agreement or the Plan shall be in
writing and shall be deemed to have been duly given if delivered in person or
mailed by registered mail, return receipt requested:
(a) If to RSI, at Ryder System, Inc.,
P. O. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attention:
Controller; and
(b) If to the Grantee, at the Grantee's
business address or address appearing in the payroll records
of RSI; or
(c) At such other addresses as may be
furnished to RSI or the Grantee in accordance with this
paragraph.
DEFINITIONS AND INTERPRETATION Capitalized terms not otherwise defined in this
Agreement are defined as in the Plan. This Agreement and the grant, exercise,
adjustment, modification, cancellation and termination of the Non-qualified
Stock Option and the Limited SAR, the issuance of Shares subject thereto and the
payment of cash thereunder are subject in all respects to the terms of the Plan
and in the event that any provision of this Agreement shall be inconsistent with
the terms of the Plan, then the terms of the Plan shall govern. The Committee
shall have plenary authority to interpret this Agreement and the Plan and to
make all determinations deemed necessary or advisable for the administration of
the Plan. The Committee's interpretations and determinations shall be
conclusive.
ACKNOWLEDGEMENT The Grantee acknowledges that he/she has read the entire Plan
including the provisions thereof relating to termination of employment and
Change of Control. Additionally, Grantee acknowledges that this Agreement is not
an employment agreement between the Grantee and RSI, and RSI and the Grantee
each has the right to terminate the Grantee's employment at any time for any
reason whatsoever, unless there is a written employment agreement to the
contrary.
GOVERNING LAW This Agreement shall be construed and enforced in accordance with,
and governed by, the laws of the State of Florida.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
Attest: RSI
By:______________________________ By:________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Assistant Secretary Vice President
Compensation & Benefits
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GRANTEE
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Social Security Number