AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit 10.7
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement dated as of June 24, 2008 (this “Amendment”) is entered
into by and between The Greenbrier Companies, Inc. (“Company”) and Xxxx X. Xxxxxxxxxx (“Employee”)
and amends that certain Employment Agreement between such parties dated as of April 7, 2006 (the
“Employment Agreement”). The purpose of this Amendment is to ensure that the requirements of
Internal Revenue Code §409A are satisfied, to the extent the Agreement is subject to such Code
requirements, and to conform the definition of Change of Control to that used in the Company’s
plans and agreements generally. To accomplish these purposes, and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Definition of Change of Control. Section 8.2(a)(i) of the Agreement is amended by
replacing “50 percent” with “30 percent” in that paragraph.
2. Change of Control Period. Section 8.1 of the Agreement is amended by modifying the
first sentence of that paragraph to read as follows:
“If, during the twenty-four month period following a Change of Control, the Company
terminates Employee’s employment other than for Cause, or Employee terminates his employment
either without any reason during the Window Period or for Good Reason, then the Company
shall pay or provide the benefits set forth in subsections (a) — (c) below.”
3. Six-Month Payment Delay. A new Section 10 is added to the Agreement, to read as
follows:
“10. SIX-MONTH PAYMENT DELAY
Notwithstanding any other provision of this Agreement to the contrary, in the event that
Employee is determined to be a “specified employee” within the meaning of Treas. Reg.
§1.409A-1(i), then no severance payments shall be made to the Employee pursuant to Section 7
or 8 of this Agreement before the date that is six months after the date of the Employee’s
separation from service, as that term is defined in Treas. Reg. §1.409A-1(h).”
3. Use of Automobile. Section 3.8 of the Agreement is replaced in its entirety with
the following sentence: “Employee shall be eligible to participate in the company car program in
the same form as available to other Executive Officers.”
Except as hereby amended, the Employment Agreement shall remain in full force and effect.
| THE GREENBRIER COMPANIES, INC. |
||||
| By: | /s/ Xxxxx Xxxxx | |||
| Title: | Vice president Administration | |||
| /s/ Xxxx X. Xxxxxxxxxx | ||||
| Xxxx X. Xxxxxxxxxx | ||||
