EXHIBIT 10D
GATX CORPORATION
2004 EQUITY INCENTIVE COMPENSATION PLAN
RESTRICTED 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 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.
The number of shares of "Restricted Stock Units" granted under this
Agreement is NUMBER.
Other terms used in this Agreement are defined pursuant to paragraph 13
or elsewhere in this Agreement. Capitalized terms not defined herein
shall have the meaning ascribed thereto in the Plan.
2. Award. The Participant is hereby granted the number of Restricted Stock
Units set forth in paragraph 1, subject to the terms of the Plan and
this Agreement.
3. Voting Rights and Dividends. Notwithstanding anything to the contrary,
the Participant shall not be entitled to vote Restricted Stock Units,
but from and after the Determination Date shall be entitled to vote
shares of Restricted Stock which have not been previously forfeited.
Unless a Participant's Date of Termination has occurred prior to the
Determination Date, following the Determination Date an account shall
be established for the Participant, to which shall be credited dividend
equivalents equal to the product of (a) the number of the Participant's
Restricted Stock and (b) the dividend declared on a single share of the
Company's Common Stock during the period beginning on the Grant Date
and ending on the Date of Determination. Unless a Participant's Date of
Termination shall have previously occurred, on each dividend payment
date thereafter during the period beginning on the Determination Date
and ending on the second anniversary thereof, the
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Participant's account shall be credited with dividend equivalents equal
to the product of (x) the number of the Participant's Restricted Stock
and (y) the dividend declared on a single share of the Company's Common
Stock with respect to the immediately preceding dividend record date. A
Participant shall be entitled to a distribution of the dividend
equivalents credited to his or her account to the extent he or she has
become vested in his or her Restricted Stock, subject to any adjustment
made by the Committee as contemplated by subparagraph (5)(b)(ii)
hereof.
4. Deposit of Restricted Stock Certificates. The securities evidencing the
Restricted Stock shall be imprinted with the following legend: The
securities evidenced by this certificate are subject to transfer and
forfeiture restrictions and other provisions of the Restricted Stock
Agreement dated DATE between NAME and GATX Corporation.
5. Vesting, Transfer and Forfeiture of Restricted Stock. The number of
shares of Restricted Stock granted to the Participant shall depend on
the extent to which the Performance Goals set forth on Exhibit 1 have
been achieved during the Performance Period, and shall be calculated as
set forth on Exhibit 2.
(a) Except as provided in paragraph (b), if the Participant's Date
of Termination has not previously occurred, the Restricted
Stock to which a Participant has become entitled shall vest on
the second anniversary of the Determination Date. If the
Participant's employment is terminated for Cause or the Date
of Termination occurs prior to the second anniversary of the
Determination Date, the Participant shall forfeit all
non-vested shares.
(b) Notwithstanding the foregoing provisions of this paragraph 5,
the Participant shall become vested in the Restricted 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 not less than twelve months
following the Grant Date, he or she will be entitled
to a pro rata portion of the Restricted Stock based
on his or her length of employment during the
Restricted Period. The pro rata portion of the
Restricted Stock shall equal the product of the
Restricted Stock multiplied by a fraction (not
greater than one), the numerator of which is 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 is 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 prior to the second anniversary of the
Determination Date the Participant shall be entitled
to a pro rata portion of the Restricted Stock based
on his or her length of employment during the
Restricted Period. Provided, however, if the
Participant's Date of Termination occurs as described
in the immediately
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preceding sentence prior to the Determination Date,
then delivery of the shares will be made as promptly
as is practicable following the Determination Date.
Provided further, 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 Restricted Stock to which the Participant
is entitled.
(iii) The Participant shall become fully vested in the
Restricted Stock upon a Change in Control that occurs
at the Company level, on or before the Participant's
Date of Termination and before the second anniversary
of the Determination Date. If the Change of Control
occurs prior to the Determination Date, the number of
Restricted Stock shall be calculated as if the
Company had achieved 100% performance against goal.
If a Change of Control occurs at a Subsidiary with
respect to a Participant prior to the Determination
Date, the Participant shall be entitled to one-third
(1/3) of the Restricted Stock assuming 100%
performance against goal. A Participant shall be
entitled to two-thirds (2/3) of the Restricted Stock
if a Change of Control occurs at a Subsidiary level
with respect to such Participant during the first
year subsequent to the Determination Date, and to
100% of the Restricted Stock if a Change of Control
occurs at a Subsidiary with respect to such
Participant during the second year subsequent to the
Determination Date.
(c) Neither Restricted Stock Units nor Restricted Stock may be
sold, assigned, transferred, pledged or otherwise encumbered
until the Participant is vested in such shares.
6. 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).
7. 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
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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.
8. 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.
9. 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.
10. 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.
11. 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.
12. 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.
13. 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,
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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.
Determination Date. December 31st, immediately following the Grant
Date.
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 Stock Units and Restricted Stock
shall begin on the Grant Date and end on the date the shares, if any,
become vested.
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.
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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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