AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement dated as of May 11, 2006 is entered into by and between
The Greenbrier Companies, Inc. (“Company”) and Xxxxxxx X. Xxxxxx (“Executive”) and amends that
certain Employment Agreement between such parties dated as of September 1, 2004 (the “Employment
Agreement”). For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Executive’s Stock — Registration Rights. The preamble to Section 6 of the
Employment Agreement is amended by deleting the stricken text to read as follows:
“The provisions of this section 6 of this Agreement, subject to the limitations of
Section 7.4, are intended to provide a mechanism for Executive to reduce or
liquidate his holdings of Stock in the event of
termination of his employment.”
2. Required Registration. The first sentence of Section 6.2 of the Employment
Agreement is amended by deleting the stricken text, and adding the underlined text, to read as
follows:
“At any time following a termination of Executive’s employment, if Executive shall
continue to be the record or beneficial holder of not less than 10 percent of the
outstanding Stock, and continuing for a period of five years from and after the
effective date of such termination, Executive may at any time give written
notice to Company (the “Notice”) that he contemplates the sale of not less than
500,000 shares of Stock and may require that Company file with the Commission a
registration statement under the Securities Act with respect to the shares of Stock
set forth in such Notice.”
3. Piggyback Registration. The first sentence of Section 6.3 of the Employment
Agreement is amended by deleting the stricken text, and adding the underlined text, to read as
follows:
“If at any time, at any time beginning upon the date of any termination of
Executive’s employment, and continuing for a period of five years from and after the
effective date of such termination, Company shall propose the registration under
the Securities Act of any securities of Company other than a registration on Form
S-8, Company shall give written notice of such proposed registration to Executive.”
[SIGNATURE PAGE FOLLOWS]
Except as hereby amended, the Employment Agreement shall remain in full force and effect.
| THE GREENBRIER COMPANIES, INC. | ||||||
| By: | /s/ Xxxxxx X. Xxxxxxx
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| Title: | Chief Financial Officer
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| /s/ Xxxxxxx X. Xxxxxx | ||||||
| Xxxxxxx X. Xxxxxx | ||||||
