1
EXHIBIT 10 "O"
GATX CORPORATION
PHANTOM RESTRICTED STOCK AGREEMENT
This Agreement was made and entered into effective June 8, 2000 by and between
GATX Corporation and
EMPLOYEE
an employee of GATX or one of its subsidiary companies (the "Employee").
W I T N E S S E T H
The purpose of this Agreement is to attract and retain key personnel possessing
outstanding ability, to motivate such individuals to achieve long-range growth
goals of GATX Corporation and its subsidiary companies (hereinafter collectively
"GATX") by making a portion of their compensation dependent on the
accomplishment of these goals, and to align the interests of the shareholders of
GATX and its employees by increasing the opportunities for these employees to
become shareholders.
The Board of Directors of GATX Corporation has granted to you, # Phantom
Restricted Stock Rights (the "Rights") effective June 8, 2000 (the "Grant
Date"). The Rights will be automatically exchanged for an equal number of shares
of Phantom Restricted Common Stock at the end of six (6) months from the date
hereof and held in a book entry account.
GATX and Employee hereby agree that the Grant of Right shall be subject to the
following terms, conditions and restrictions:
1) Restrictions and Vesting Period. The grant is contingent upon your
continuing employment with GATX for a period of eighteen (18) months from
the Grant Date (the "Vesting Period"). During the Vesting Period, neither
the Phantom Restricted Stock Rights, nor the shares of Phantom Restricted
Common Stock may not be pledged, assigned, sold, transferred or otherwise
encumbered. Assuming you have satisfied the requirements stated in the
first two sentences of this section, upon the expiration of the Vesting
Period, shares of common stock of GATX Corporation ("Common Stock") equal
in number to the number of Phantom Restricted Stock Rights granted
hereunder will be distributed to you, free of all restrictions in exchange
for your shares of Phantom Restricted Common Stock.
2) Rights Prior to Vesting. During the Vesting Period, you will not have
any rights as a shareholder of GATX Corporation. During the Vesting
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Period, and on each common stock dividend date, you will accrue dividend
equivalents which shall be credited to your account equal in amount to the
dividends paid on the shares of common stock of GATX Corporation. All
dividend equivalents will be distributed to you in cash at the end of the
Vesting Period.
3) Termination of Rights/Restricted Common Stock. Other than termination
for reasons stated in the immediately following sentence, if your
employment with GATX and its subsidiaries is terminated for any reason, you
will forfeit all Rights, any undistributed Phantom Restricted Common Stock,
and any undistributed dividend equivalents credited but not paid to you. If
your employment is terminated by reason of death, disability as determined
by the Compensation Committee, or retirement under a GATX pension plan,
you, or in the event of your death, the person entitled thereto by will or
the laws of descent and distribution, will be entitled to receive, free of
restrictions, a distribution of Common Stock and any undistributed
dividends accrued or undistributed dividend equivalents credited but not
paid to you in accord with Section 1 above.
4) Reclassification, Consolidation or Merger. In the event of a change in
the capitalization of GATX due to a stock split, stock dividend,
recapitalization, merger, consolidation, combination or similar event, the
appropriate adjustment shall be made with respect to the number and kind of
shares granted, in the sole discretion of the Board of Directors of GATX,
such adjustment in price and other adjustments as it deems equitable may be
made.
5) Special Acceleration. Upon the occurrence of an event causing a Special
Acceleration of awards as specified in paragraph VIII-1 of the GATX
Corporation 1995 Long Term Incentive Stock Plan, all Phantom Restricted
Stock Rights on shares of Phantom Restricted Common Stock shall immediately
be exchanged for a number of shares of Common Stock equal to the number of
Restricted Stock Rights on shares of Phantom Restricted Common Stock so
exchanged, and all such shares of Common Stock, and dividend equivalents
then held by GATX for you shall then be immediately distributed to you,
free of all restrictions in exchange for your Phantom Stock Rights or
Phantom Restricted Common Stock as the case may be.
6) Income Tax Obligations. In accordance with current IRS regulations, the
grant of Phantom Restricted Stock Rights and subsequent exchange thereof
for Phantom Restricted Common Stock will not result in taxable income to
you until the lapsing of all restrictions. At that time, GATX will have the
right to withhold from any transfer or payment, all federal, state and FICA
taxes. You agree to pay GATX in cash or shares, any amount required to be
withheld for any applicable employment or withholding taxes. You also agree
that GATX may condition delivery of vested and
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non-restricted Common Stock certificates upon receipt of your payment.
Alternatively, you may elect to recognize taxable income under the Internal
Revenue Code Section 83(b) upon receipt of the Phantom Restricted Common
Stock. The amount of taxable income to be recognized is the fair market
value of the Phantom Restricted Common Stock on the date of receipt. You
are encouraged to consult with your tax advisor regarding the federal and
state income tax implications of the grant of Phantom Rights and Phantom
Restricted Common Stock.
7) Binding Effect. This agreement shall be binding on the Company and its
successors and on the Employee, the Employee's heirs, executors and
personal representatives. Nothing in this agreement confers any right to
continued employment with GATX or its subsidiaries, nor does it restrict
GATX or its subsidiaries from termination of the employment relationship of
Employee at any time.
If all terms and conditions of this Agreement are complied with in full, all
restrictions on the Phantom Restricted Common Stock shall lapse and the shares
will be released to you.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the day, month and year first above written.
GATX CORPORATION EMPLOYEE
By: /s/ Xxxxxx X. Xxxx
------------------------------ ----------------------------
Chairman, President and CEO Name
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GATX CORPORATION
PHANTOM RESTRICTED STOCK AGREEMENT
This Agreement was made and entered into effective January 25, 2001 by and
between GATX Corporation and
EMPLOYEE
an employee of GATX or one of its subsidiary companies (the "Employee").
W I T N E S S E T H
The purpose of this Agreement is to attract and retain key personnel possessing
outstanding ability, to motivate such individuals to achieve long-range growth
goals of GATX Corporation and its subsidiary companies (hereinafter collectively
"GATX") by making a portion of their compensation dependent on the
accomplishment of these goals, and to align the interests of the shareholders of
GATX and its employees by increasing the opportunities for these employees to
become shareholders.
The Board of Directors of GATX Corporation has granted to you, # Phantom
Restricted Stock Rights (the "Rights") effective January 25, 2001 (the "Grant
Date"). The Rights will be automatically exchanged for an equal number of shares
of Phantom Restricted Common Stock at the end of six (6) months from the date
hereof and held in a book entry account.
GATX and Employee hereby agree that the Grant of Right shall be subject to the
following terms, conditions and restrictions:
1) Restrictions and Vesting Period. The grant is contingent upon your
continuing employment with GATX through December 31, 2002. During the
Vesting Period, neither the Phantom Restricted Stock Rights, nor the shares
of Phantom Restricted Common Stock may not be pledged, assigned, sold,
transferred or otherwise encumbered. Assuming you have satisfied the
requirements stated in the first two sentences of this section, upon the
expiration of the Vesting Period, shares of common stock of GATX
Corporation ("Common Stock") equal in number to the number of Phantom
Restricted Stock Rights granted hereunder will be distributed to you, free
of all restrictions in exchange for your shares of Phantom Restricted
Common Stock.
2) Rights Prior to Vesting. During the Vesting Period, you will not have
any rights as a shareholder of GATX Corporation. During the Vesting Period,
and on each common stock dividend date, you will accrue
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dividend equivalents which shall be credited to your account equal in
amount to the dividends paid on the shares of common stock of GATX
Corporation. All dividend equivalents will be distributed to you in cash at
the end of the Vesting Period.
3) Termination of Rights/Restricted Common Stock. Other than termination
for reasons stated in the immediately following sentence, if your
employment with GATX and its subsidiaries is terminated for any reason, you
will forfeit all Rights, any undistributed Phantom Restricted Common Stock,
and any undistributed dividend equivalents credited but not paid to you. If
your employment is terminated by reason of death, disability as determined
by the Compensation Committee, or retirement under a GATX pension plan,
you, or in the event of your death, the person entitled thereto by will or
the laws of descent and distribution, will be entitled to receive, free of
restrictions, a distribution of Common Stock and any undistributed
dividends accrued or undistributed dividend equivalents credited but not
paid to you in accord with Section 1 above.
4) Reclassification, Consolidation or Merger. In the event of a change in
the capitalization of GATX due to a stock split, stock dividend,
recapitalization, merger, consolidation, combination or similar event, the
appropriate adjustment shall be made with respect to the number and kind of
shares granted, in the sole discretion of the Board of Directors of GATX,
such adjustment in price and other adjustments as it deems equitable may be
made.
5) Special Acceleration. Upon the occurrence of an event causing a Special
Acceleration of awards as specified in paragraph VIII-1 of the GATX
Corporation 1995 Long Term Incentive Stock Plan, all Phantom Restricted
Stock Rights on shares of Phantom Restricted Common Stock shall immediately
be exchanged for a number of shares of Common Stock equal to the number of
Restricted Stock Rights on shares of Phantom Restricted Common Stock so
exchanged, and all such shares of Common Stock, and dividend equivalents
then held by GATX for you shall then be immediately distributed to you,
free of all restrictions in exchange for your Phantom Stock Rights or
Phantom Restricted Common Stock as the case may be.
6) Income Tax Obligations. In accordance with current IRS regulations, the
grant of Phantom Restricted Stock Rights and subsequent exchange thereof
for Phantom Restricted Common Stock will not result in taxable income to
you until the lapsing of all restrictions. At that time, GATX will have the
right to withhold from any transfer or payment, all federal, state and FICA
taxes. You agree to pay GATX in cash or shares, any amount required to be
withheld for any applicable employment or withholding taxes. You also agree
that GATX may condition delivery of vested and non-restricted Common Stock
certificates upon receipt of your payment.
6
Alternatively, you may elect to recognize taxable income under the Internal
Revenue Code Section 83(b) upon receipt of the Phantom Restricted Common
Stock. The amount of taxable income to be recognized is the fair market
value of the Phantom Restricted Common Stock on the date of receipt. You
are encouraged to consult with your tax advisor regarding the federal and
state income tax implications of the grant of Phantom Rights and Phantom
Restricted Common Stock.
7) Binding Effect. This agreement shall be binding on the Company and its
successors and on the Employee, the Employee's heirs, executors and
personal representatives. Nothing in this agreement confers any right to
continued employment with GATX or its subsidiaries, nor does it restrict
GATX or its subsidiaries from termination of the employment relationship of
Employee at any time.
If all terms and conditions of this Agreement are complied with in full, all
restrictions on the Phantom Restricted Common Stock shall lapse and the shares
will be released to you.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the day, month and year first above written.
GATX CORPORATION EMPLOYEE
By: /s/ Xxxxxx X. Xxxx
--------------------------- ------------------------------
Chairman, President and CEO Name
7
GATX CORPORATION
PHANTOM RESTRICTED STOCK AGREEMENT
This Agreement was made and entered into effective January 25, 2001 by and
between GATX Corporation and
EMPLOYEE
an employee of GATX or one of its subsidiary companies (the "Employee").
W I T N E S S E T H
The purpose of this Agreement is to attract and retain key personnel possessing
outstanding ability, to motivate such individuals to achieve long-range growth
goals of GATX Corporation and its subsidiary companies (hereinafter collectively
"GATX") by making a portion of their compensation dependent on the
accomplishment of these goals, and to align the interests of the shareholders of
GATX and its employees by increasing the opportunities for these employees to
become shareholders.
The Board of Directors of GATX Corporation has granted to you, # Phantom
Restricted Stock Rights (the "Rights") effective January 25, 2001 (the "Grant
Date"). The Rights will be automatically exchanged for an equal number of shares
of Phantom Restricted Common Stock at the end of six (6) months from the date
hereof and held in a book entry account.
GATX and Employee hereby agree that the Grant of Right shall be subject to the
following terms, conditions and restrictions:
1) Restrictions and Vesting Period. The grant is contingent upon your
continuing employment with GATX through the Vesting Period. Your Phantom
Restricted Stock will lapse in thirds over the Vesting Period. One-third
will lapse on the first anniversary of the grant date; one-third will lapse
on the second anniversary of the grant date and one-third will lapse on the
third anniversary of the grant date. During the Vesting Period, neither the
Phantom Restricted Stock Rights, nor the shares of Phantom Restricted
Common Stock may not be pledged, assigned, sold, transferred or otherwise
encumbered. Assuming you have satisfied the requirements stated in the
first two sentences of this section, upon the expiration of each Vesting
Period, shares of common stock of GATX Corporation ("Common Stock") equal
in number to the number of Phantom Restricted Stock Rights granted
hereunder will be distributed to you, free of all restrictions in exchange
for your shares of Phantom Restricted Common Stock.
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2) Rights Prior to Vesting. During the Vesting Period, you will not have
any rights as a shareholder of GATX Corporation. During the Vesting Period,
and on each common stock dividend date, you will accrue dividend
equivalents which shall be credited to your account equal in amount to the
dividends paid on the shares of common stock of GATX Corporation. All
dividend equivalents will be distributed to you in cash at the end of the
Vesting Period.
3) Termination of Rights/Restricted Common Stock. Other than termination
for reasons stated in the immediately following sentence, if your
employment with GATX and its subsidiaries is terminated for any reason, you
will forfeit all Rights, any undistributed Phantom Restricted Common Stock,
and any undistributed dividend equivalents credited but not paid to you. If
your employment is terminated by reason of death, disability as determined
by the Compensation Committee, or retirement under a GATX pension plan,
you, or in the event of your death, the person entitled thereto by will or
the laws of descent and distribution, will be entitled to receive, free of
restrictions, a distribution of Common Stock and any undistributed
dividends accrued or undistributed dividend equivalents credited but not
paid to you in accord with Section 1 above.
4) Reclassification, Consolidation or Merger. In the event of a change in
the capitalization of GATX due to a stock split, stock dividend,
recapitalization, merger, consolidation, combination or similar event, the
appropriate adjustment shall be made with respect to the number and kind of
shares granted, in the sole discretion of the Board of Directors of GATX,
such adjustment in price and other adjustments as it deems equitable may be
made.
5) Special Acceleration. Upon the occurrence of an event causing a Special
Acceleration of awards as specified in paragraph VIII-1 of the GATX
Corporation 1995 Long Term Incentive Stock Plan, all Phantom Restricted
Stock Rights on shares of Phantom Restricted Common Stock shall immediately
be exchanged for a number of shares of Common Stock equal to the number of
Restricted Stock Rights on shares of Phantom Restricted Common Stock so
exchanged, and all such shares of Common Stock, and dividend equivalents
then held by GATX for you shall then be immediately distributed to you,
free of all restrictions in exchange for your Phantom Stock Rights or
Phantom Restricted Common Stock as the case may be.
6) Income Tax Obligations. In accordance with current IRS regulations, the
grant of Phantom Restricted Stock Rights and subsequent exchange thereof
for Phantom Restricted Common Stock will not result in taxable income to
you until the lapsing of all restrictions. At that time, GATX will have the
right to withhold from any transfer or payment, all federal, state
9
and FICA taxes. You agree to pay GATX in cash or shares, any amount
required to be withheld for any applicable employment or withholding taxes.
You also agree that GATX may condition delivery of vested and
non-restricted Common Stock certificates upon receipt of your payment.
Alternatively, you may elect to recognize taxable income under the Internal
Revenue Code Section 83(b) upon receipt of the Phantom Restricted Common
Stock. The amount of taxable income to be recognized is the fair market
value of the Phantom Restricted Common Stock on the date of receipt. You
are encouraged to consult with your tax advisor regarding the federal and
state income tax implications of the grant of Phantom Rights and Phantom
Restricted Common Stock.
7) Binding Effect. This agreement shall be binding on the Company and its
successors and on the Employee, the Employee's heirs, executors and
personal representatives. Nothing in this agreement confers any right to
continued employment with GATX or its subsidiaries, nor does it restrict
GATX or its subsidiaries from termination of the employment relationship of
Employee at any time.
If all terms and conditions of this Agreement are complied with in full, all
restrictions on the Phantom Restricted Common Stock shall lapse and the shares
will be released to you.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the day, month and year first above written.
GATX CORPORATION EMPLOYEE
By: /s/ Xxxxxx X. Xxxx
--------------------------- ------------------------
Chairman, President and CEO NAME
