EXHIBIT 10E
GATX CORPORATION
2004 EQUITY INCENTIVE COMPENSATION PLAN
RESTRICTED COMMON STOCK AGREEMENT
THIS AGREEMENT, entered into as of the Grant Date (as defined in
paragraph 1), by and between the Participant and GATX Corporation (the
"Company").
WHEREAS, the Company maintains the GATX Corporation 2004 Equity
Incentive Compensation Plan (the "Plan"), which is incorporated into and forms a
part of this Agreement, and the Participant has been selected by the committee
administering the Plan (the "Committee") to receive a Restricted Common Stock
Award (which is a Full Value Award) under the Plan;
NOW, THEREFORE, IT IS AGREED, by and between the Company and the
Participant, as follows:
1. Terms of Award. The following terms used in this Agreement shall have
the meanings set forth in this paragraph 1:
The "Participant" is NAME.
The "Grant Date" is DATE.
Other terms used in this Agreement are defined pursuant to paragraph 12
or elsewhere in this Agreement. Capitalized terms not defined herein
shall have the meaning ascribed thereto in the Plan.
2. Award. Subject to the terms of the Plan and this Agreement the
Participant is hereby granted NUMBER Restricted Common Stock Rights
("Rights"). Six months following the Grant Date GATX will exchange the
Rights for an equal number of shares of Restricted Common Stock.
Subject to the vesting requirements set forth in paragraph 4 hereof,
the shares of Restricted Common Stock will be issued in electronic form
in the Participant's name and placed into a non-dividend paying book
account with the Company.
3. Voting Rights and Dividends. The Participant shall not be entitled to
vote the Restricted Common Stock Rights. Once the shares of Restricted
Common Stock are exchanged for the Rights, the Participant shall be
entitled to vote the shares which have not been previously forfeited.
An account shall be established for the Participant, to which shall be
credited dividend equivalents equal to the product of (a) the number of
shares of the Participant's Restricted Common Stock and (b) the
dividend declared on a single share of the Company's Common Stock
during the vesting period described in paragraph 4 hereof. To the
extent he becomes vested in the Restricted Common Stock, the
Participant shall be entitled to a distribution of the dividend
equivalents credited to his account, subject to any adjustment
made by the Committee as contemplated by subparagraph (4)(b)(ii)
hereof. All dividend equivalents paid will be considered ordinary
income and will be subject to supplemental withholding rates for
federal, state and applicable FICA taxes.
4. Vesting, Transfer and Forfeiture of Restricted Common Stock.
(a) Except as provided in paragraph (b), (i) if the Participant's
Date of Termination has not previously occurred, all of the
Restricted Common Stock which has been issued in the
Participant's name shall vest on DATE, and (ii) if the
Participant's employment is terminated for Cause or the
Participant's Date of Termination occurs prior to DATE, the
Participant shall forfeit all non-vested shares.
(b) Notwithstanding the foregoing provisions of this paragraph 4,
the Participant shall become vested in the Restricted Common
Stock, and become owner thereof free of all restrictions
otherwise imposed by this Agreement, as follows:
(i) If the Participant's employment is involuntarily
terminated by the Company other than for cause after
DATE, and prior to DATE, he will be entitled to a pro
rata portion of the Restricted Common Stock based on
his length of employment during the Restricted
Period. The pro rata portion of the Restricted Common
Stock shall equal the product of (a) the number of
shares of Restricted Common Stock which have been
issued to the Participant hereunder and (b) a
fraction (not greater than one), the numerator of
which shall be the number of months the Participant
is employed by the Company or its Subsidiaries during
the period beginning on the Grant Date and ending on
the Date of Termination and the denominator of which
shall be the number of months in the Restricted
Period.
(ii) If the Participant's Date of Termination occurs by
reason of the Participant's death, Retirement or
Disability, the Participant shall be entitled to a
pro rata portion of the Restricted Common Stock based
on his or her length of employment during the
Restricted Period. Provided, however, that if a
Participant's Date of Termination occurs by reason of
the Participant's death, Retirement or Disability, as
described in the first sentence of this subparagraph
(ii), the Committee may, in its sole discretion,
increase the number of shares of Restricted Common
Stock to which the Participant is entitled.
(iii) The Participant shall become fully vested in the
shares of Restricted Common Stock upon a Change in
Control that occurs on or before the Participant's
Date of Termination.
(c) Restricted Common Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered until the
Participant becomes fully vested in such shares.
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5. Withholding. The grant and vesting of shares of Stock under this
Agreement are subject to withholding of all applicable taxes. Subject
to such rules and limitations as may be established by the Committee
from time to time, the Participant may satisfy his or her withholding
obligations through the surrender of shares of Stock 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).
6. 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 of the Participant or benefits
distributable to the Participant under this Agreement have not been
exercised or distributed, respectively, at the time of the
Participant's death, such rights shall be exercisable by the Designated
Beneficiary, and such benefits shall be distributed to the Designated
Beneficiary, in accordance with the provisions of this Agreement and
the Plan. 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 the Designated Beneficiary survives the Participant but
dies before the exercise of all rights or the complete distribution of
benefits under this Agreement, then any remaining rights and any
remaining benefit distribution shall be exercisable by or distributed
to the legal representative of the estate of the Designated
Beneficiary.
7. 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.
8. 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.
9. Not an Employment Contract. The Award 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 it 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.
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10. 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 business 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.
11. 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.
12. Definitions. For purposes of this Agreement, the terms used in this
Agreement shall be subject to the following:
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 in
the course of his or her discharge of duties for 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.
Change in Control. The term "Change in Control" shall have the meaning
ascribed to it in Section 5 of the Plan.
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. If, as a result of a sale,
merger or other transaction, the Participant's employer ceases to be a
Subsidiary (and the Participant's employer is or becomes an entity that
is separate from the Company), and the Participant is not, at any time
during the 30-day period following the transaction, employed by the
Company or an entity that is then a Subsidiary, then the occurrence of
such transaction shall be treated as the Participant's Date of
Termination caused by the Participant being discharged by the employer.
Designated Beneficiary. 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.
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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.
Restricted Period for the Restricted Common Stock Units and Restricted
Common Stock shall begin on the Grant Date and end on December 31,
2005.
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.
IN WITNESS WHEREOF, the Participant has executed this Agreement, and
the Company has caused these presents to be executed in its name and on its
behalf, all as of the Grant Date.
Participant: ______________________________
GATX Corporation
By: ________________________________
Its: ________________________________
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