Exhibit 10.1
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GATX CORPORATION
2004 EQUITY INCENTIVE COMPENSATION PLAN
STOCK-SETTLED STOCK APPRECIATION RIGHT (SSAR) AGREEMENT
PARTICIPANT FirstName_1 MiddleInitial_1 LastName_1
NUMBER OF SSARS NumberofOptions_1
EXERCISE PRICE OF SSARS $38.625
GRANT DATE March 10, 2006
EXPIRATION DATE* March 10, 2013
* Subject to earlier termination as provided in the attached terms and
conditions.
In partial consideration of the provision of services by the Participant, an
employee of GATX Corporation (the "Company"), or a subsidiary thereof (such
subsidiary and the Company hereinafter collectively "GATX"), and as further
incentive to the Participant to advance the interests of the Company, the
Company hereby grants to the Participant NumberofOptions_2 stock-settled stock
appreciation rights (the "SSARs") with respect to the same number of shares of
common stock of the Company at the exercise price (the "Exercise Price") set
forth above, all as determined by the Compensation Committee (the "Committee")
of the Board of Directors of the Company in accordance with paragraph 2.2 of the
GATX Corporation 2004 Equity Incentive Compensation Plan (the "Plan"), as
amended. Such grant is expressly subject to the terms and conditions of this
SSAR Agreement as hereinafter set forth and further subject to the terms and
conditions of the Plan, both of which are incorporated herein by reference.
Other terms used in the Agreement are defined pursuant to paragraph 16 or
elsewhere in this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement, consisting of this
page and paragraphs one (1) through sixteen (16) of Terms and Conditions
attached hereto, to be executed the date, month and year first above written.
GATX CORPORATION PARTICIPANT
By: /s/ Xxxxx Xxxxxx
--------------------------------- ----------------------------------------
Chairman, President & CEO FirstName_2 MiddleInitial_2 LastName_2
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1. Date of Exercise. Subject to the terms and conditions of this Agreement, each
Installment of shares of the Company's Common Stock ("Shares") associated with a
grant of SSARs shall be exercisable on and after the Vesting Date for such
Installment as described in the following schedule (but only if the
Participant's Date of Termination has not occurred before the Vesting Date):
INSTALLMENT VESTING DATE
------------ ------------
50% OF SSARS MARCH 10, 2007
25% OF SSARS MARCH 10, 2008
25% OF SSARS MARCH 10, 2009
For purposes of this Agreement, the term "Vesting Date" shall mean the
date(s) set forth in the above schedule.
2. The vesting of each SSAR granted hereunder shall be subject to the following:
(a) Each SSAR shall become fully vested if a Participant's Date of
Termination occurs by reason of the Participant's death or Disability.
(b) SSARs which were exercisable on or immediately prior to the
Participant's Date of Termination may be exercised on or after the
Date of Termination. However, if the Participant is terminated for
Cause, all unexercised SARs will be cancelled as of the date
immediately prior to the Date of Termination.
(c) If the Participant's Date of Termination does not occur prior to the
occurrence of a Change in Control, the SSARs shall become fully
exercisable on the date of the Change in Control, subject to the
following:
(i) Upon the occurrence of a Change in Control described in paragraph
5(e) of the Plan with respect to a Participant as described
therein (relating to certain transactions involving a subsidiary
or business segment), the Installment of SSARs, if any, scheduled
to become exercisable during the calendar year in which such
Change in Control occurs shall become exercisable in full for a
period beginning on the date on which the Change in Control
occurs and ending on the earlier of the end of the calendar year
following the consummation of such transaction and the Expiration
Date.
(ii) Subject to compliance with Section 409A of the Internal Revenue
Code of 1986, as emended, the Participant shall have a right,
during the thirty day period following the occurrence of a Change
in Control, to receive from the Company cash in an amount equal
to the product of:
(A) the number of exercisable SSARs which the Participant elects
to have canceled; and
(B) the excess, if any, of the highest of:
(1) the highest reported sales price of the Shares during
the sixty days preceding such exercise;
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(2) the highest purchase price for the Shares shown in any
Schedule 13D filed with respect to an acquisition
referred to in Section 5(a) of the Plan as paid within
the sixty days prior to the date of such report; or
(3) the cash and value of property paid per share in any
transaction referred to in Section 5(c) of the Plan;
over the Exercise Price.
(3) Expiration. The SSARs shall not be exercisable after the Company's close of
business on the last business day that occurs immediately prior to the
Expiration Date. The "Expiration Date" shall be the earliest to occur of:
(a) the seven-year anniversary of the Grant Date;
(b) if the Date of Termination occurs by reason of death or Disability,
the one-year anniversary of such date;
(c) if the Date of Termination occurs for Cause, the date immediately
preceding Date of Termination;
(d) if the Date of Termination occurs by reason of Retirement, the
five-year anniversary of such date;
(e) if the Date of Termination occurs for any reason other than those
listed in subparagraph (b), (c), or (d) of this paragraph 3, the
three-month anniversary of such date
(4) Method of SSAR Exercise; Number of Shares, Sale of Shares. The SSAR may be
exercised in whole or in part by filing a written notice with the Director,
Compensation of the Company at its corporate headquarters prior to the
Company's close of business on the last business day that occurs prior to
the Expiration Date. Such notice shall specify the number of SSARs which
the Participant elects to exercise, and whether the Participant wishes to
exercise his or her option to sell the underlying Shares following
exercise. The SSAR shall not be exercisable if and to the extent the
Company determines that such exercise would violate applicable state or
Federal securities laws or the rules and regulations of any securities
exchange on which the Shares are traded. If the Company makes such a
determination, it shall use all reasonable efforts to obtain compliance
with such laws, rules and regulations.
In making any determination hereunder, the Company may rely on the opinion
of counsel for the Company. Except in the event of a Change of Control as
specified above, all SSARs covered by this Agreement shall be settled in
Shares. The number of Shares to be issued to a Participant upon exercise of
an SSAR shall be equal to the product of (a) the difference between (i) the
fair market value of the Shares on the Exercise Date, and (ii) the Exercise
Price, and (b) the number of SSARs exercised, divided by the fair market
value of the Shares on the Exercise Date. For purposes of this paragraph
(4), fair market value shall be as established in good faith by the
Committee based upon actual transactions in Stock as reported by the New
York Stock Exchange. If the Participant exercises his or her option to sell
the Shares underlying the exercised SSARs, such sale shall be executed as
promptly as possible, however, the Participant should be aware that the
sale may not be executed on the Exercise Date.
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(5) Dividend Equivalents. Participants shall be entitled to accrue dividend
equivalents beginning on the Grant Date and ending upon the earlier to
occur of (i) the exercise of the SSARs and (ii) the Expiration Date. An
account will be established for each participant that will accrue dividend
equivalents on the SSARs with respect to Shares that have not vested. The
Participant's account shall be credited with dividend equivalents equal to
the product of (a) the number of SSARs which the Participant was granted
and that have not vested subject to any adjustment made by the Committee as
referred to in paragraph 4.2 (f) of the Plan, and (b) the dividend declared
on a single Share with respect to the immediately preceding dividend record
date. So long as the SSARs have not been cancelled, accrued dividends with
respect to any Installment will be paid as soon as practical after the
Vesting Date of that Installment of SSARs as reflected in paragraph 1.
Dividend equivalents with respect to vested, unexercised Installments will
be paid within 30 days of each quarterly dividend payment date. Dividend
equivalents will be prorated through the Expiration Date for the quarter in
which the Expiration Date occurs on vested SSARs. Dividend equivalents
payable under this paragraph (5) shall be subject to payroll tax
withholding.
(6) Withholding. All deliveries and distributions under this Agreement are
subject to withholding of all applicable taxes. At the election of the
Participant, and subject to such rules and limitations as may be
established by the Committee from time to time, such withholding
obligations may be satisfied through the surrender of Shares which the
Participant already owns, or to which the Participant is otherwise entitled
under the Plan; provided, however, that, except as otherwise provided by
the Committee, such Shares may be used to satisfy not more than the
Company's minimum statutory withholding obligation (based on minimum
statutory withholding rates for Federal and state tax purposes, including
payroll taxes, that are applicable to such supplemental taxable income).
(7) Transferability. The SSARs are not transferable other than as designated by
the Participant by will or by the laws of descent and distribution, and
during the Participant's life, may be exercised only by the Participant.
(8) Heirs and Successors. This Agreement shall be binding upon and inure to the
benefit of the Company and its successors and assigns, and upon any person
acquiring, whether by merger, consolidation, purchase of assets or
otherwise, all or substantially all of the Company's assets and business.
If any rights exercisable by the Participant or benefits deliverable to the
Participant under this Agreement have not been exercised or delivered,
respectively, at the time of the Participant's death, such rights shall be
exercisable by the Designated Beneficiary, and such benefits shall be
delivered to the Designated Beneficiary, in accordance with the provisions
of this Agreement and the Plan. The "Designated Beneficiary" shall be the
beneficiary or beneficiaries designated by the Participant in a writing
filed with the Committee in such form and at such time as the Committee
shall require. If a deceased Participant fails to designate a beneficiary,
or if the Designated Beneficiary does not survive the Participant, any
rights that would have been exercisable by the Participant and any benefits
distributable to the Participant shall be exercised by or distributed to
the legal representative of the estate of the Participant. If a deceased
Participant designates a beneficiary and the Designated Beneficiary
survives the Participant but dies before the Designated Beneficiary's
exercise of all rights under this Agreement or before the complete
distribution of benefits to the Designated
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Beneficiary under this Agreement, then any rights that would have been
exercisable by the Designated Beneficiary shall be exercised by the legal
representative of the estate of the Designated Beneficiary, and any
benefits distributable to the Designated Beneficiary shall be distributed
to the legal representative of the estate of the Designated Beneficiary.
(9) Administration. The authority to manage and control the operation and
administration of this Agreement shall be vested in the Committee, and the
Committee shall have all powers with respect to this Agreement as it has
with respect to the Plan. Any interpretation of the Agreement by the
Committee and any decision made by it with respect to the Agreement shall
be final and binding on all persons.
(10) Plan Governs. Notwithstanding anything in this Agreement to the contrary,
the terms of this Agreement shall be subject to the terms of the Plan, a
copy of which may be obtained by the Participant from the Director,
Compensation of the Company; and this Agreement is subject to all
interpretations, amendments, rules and regulations promulgated by the
Committee from time to time pursuant to the Plan.
(11) Not An Employment Contract. The Option will not confer on the Participant
any right with respect to continuance of employment or other service with
the Company or any Subsidiary, nor will the SSAR interfere in any way with
any right the Company or any Subsidiary would otherwise have to terminate
or modify the terms of such Participant's employment or other service at
any time.
(12) Notices. Any written notices provided for in this Agreement or the Plan
shall be in writing and shall be deemed sufficiently given if either hand
delivered or if sent by fax or overnight courier, or by postage paid first
class mail. Notices sent by mail shall be deemed received three days after
mailing, but in no event later than the date of actual receipt. Notices
shall be directed, if to the Participant, at the Participant's address
indicated by the Company's records, or if to the Company, to the attention
of the Director, Compensation at the Company's principal executive office.
(13) Fractional Shares. In lieu of issuing a fraction of a Share upon any
exercise of an SSAR, resulting from an adjustment of the number of SSARs
pursuant to paragraph 4.2(f) of the Plan or otherwise, the Company will be
entitled to pay to the Participant in cash in an amount equal to the Fair
Market Value of such fractional share.
(14) No Rights As Shareholder. The Participant shall not have any rights of a
shareholder with respect to the shares subject to the granted SSARs, until
a stock certificate has been duly issued following exercise of the SSARs as
provided herein.
(15) Amendment. This Agreement may be amended in accordance with the provisions
of the Plan, and may otherwise be amended by written agreement of the
parties.
(16) Definitions. For purposes of this Agreement, the terms used in this
Agreement shall be subject to the following:
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(a) Cause. The term "Cause" shall mean (i) the willful and continued
failure of the Participant to perform the Participant's duties with
the Company or one of its affiliates (other than any such failure
resulting from incapacity due to physical or mental illness), or (ii)
the willful engaging by the Participant in illegal conduct or gross
misconduct which is materially and demonstrably injurious to the
Company. For purposes of this provision, no act or failure to act, on
the part of the Participant, shall be considered "willful" unless it
is done, or omitted to be done, by the Participant in bad faith or
without reasonable belief, that the Participant's action or omission
was in the best interests of the Company.
(b) Change in Control. The term "Change in Control" shall have the meaning
ascribed to it in Section 5 of the Plan.
(c) Date of Termination. The term "Date of Termination" means the first
day occurring on or after the Grant Date on which the Participant is
not employed by the Company (or in the case of a non-employee member
of the Board of Directors of the Company, a member on the Board) or
any Subsidiary, regardless of the reason for the termination of
employment; provided that a termination of employment shall not be
deemed to occur by reason of a transfer of the Participant between the
Company and a Subsidiary or between two Subsidiaries; and further
provided that the Participant's employment shall not be considered
terminated while the Participant is on a leave of absence from the
Company or a Subsidiary approved by the Participant's employer.
(d) Disability. Except as otherwise provided by the Committee, the
Participant shall be considered to have a "Disability" during the
period in which the Participant is considered to be "disabled" as that
term is defined in the Company's long term disability plan.
(e) Exercise Date. Notice pursuant to paragraph (4) hereof may be provided
by e-mail, facsimile, hand delivery, regular mail or special delivery
(e.g., UPS, overnight, FedEx). Except in the case of regular mail or
special delivery, the term "Exercise Date" means the date of receipt
by the Company of the written notice. In the case of regular mail or
special delivery, "Exercise Date" shall mean the postmarked or
shipping date reflected thereon.
(f) Retirement. "Retirement" of the Participant means retirement on a
"Retirement Date," as that term is defined in the GATX Corporation
Non-Contributory Pension Plan for Salaried Employees (the "Pension
Plan"); provided that if the Participant is not a participant in the
Pension Plan, the Retirement Date shall be the date determined by the
Committee.
(g) Plan Definitions. Except where the context clearly implies or
indicates the contrary, a word, term, or phrase used in the Plan is
similarly used in this Agreement.
The Committee may modify the terms of this Agreement to the extent it determines
may be necessary to avoid the imposition of interest and/or penalties under
Internal Revenue Code Section 409A.
