EXHIBIT 10.3
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 FirstName MiddleInitial LastName
The "Xxxxx Date" is March 8, 2007.
The "Vesting Date" is March 8, 2010.
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 NumberofShares 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.
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) the Participant shall become
entitled to all of the Restricted Common Stock which has been issued
in the Participant's name (as set forth in paragraph 2 hereof) on the
Vesting Date and the shares shall be distributed promptly thereafter,
(ii) however, if the Participant's Date of Termination occurs prior to
the Vesting 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 not less than 18 months
following the Grant Date, he or she will be entitled to a pro
rata portion of the Restricted Common Stock based on his or her
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 has
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
Following a distribution in accordance with this paragraph (i),
the Participant shall have no further rights under this
Agreement.
(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. The pro rata portion of the Restricted Common
Stock shall equal the product of:
(A) the number of shares of Restricted Common Stock which has
been issued to the Participant hereunder; and
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(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
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.
Following a distribution in accordance with this paragraph (ii),
the Participant (or the Participant's Designated Beneficiary or
estate as appropriate) shall have no further rights under this
Agreement.
(iii) If a Change in Control described in paragraphs 5.2(a), (b), (c)
or (d) of the Plan occurs on or before the Participant's Date of
Termination and before the end of the Restricted Period, the
Participant shall become fully vested in the shares of Restricted
Stock. These shares of Restricted Stock shall be distributed to
the Participant free and clear of all restrictions as soon as
practicable following the Change in Control, and the Participant
shall have no further rights under this Agreement.
(iv) If a Change in Control described in paragraph 5.2(e) of the Plan
occurs with respect to a Participant as described therein
relating to certain transactions involving a subsidiary or
business segment, then as soon as practicable following the
Change in Control, the Participant shall receive a distribution,
free and clear of all restrictions, of the following number of
shares of common stock as follows:
(A) If the Change in Control occurs during the first year of the
Restricted Period, the Participant shall be entitled to
receive shares equal in number to one-third (1/3) of his or
her Restricted Stock.
(B) If the Change in Control occurs during the second year of
the Restricted Period, the Participant shall be entitled to
receive shares equal in number to two-thirds (2/3) of his or
her Restricted Stock.
(C) If a Change in Control occurs during the third year of the
Restricted Period, such Participant shall be entitled to
receive shares equal in number to the total of all of his or
her Restricted Stock
Following a distribution in accordance with this paragraph (iv),
the Participant shall have no further rights under this
Agreement.
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(c) Restricted Common Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered until the
Participant becomes fully vested in such shares.
5. Withholding. The granting 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
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would otherwise have to terminate or modify the terms of such Participant's
employment or other service at any time.
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 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.
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.
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.
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Restricted Period for the Restricted Common Stock Units and Restricted
Common Stock shall begin on the Grant Date and end on third anniversary of
the Grant Date.
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:
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GATX Corporation
By: /s/ Xxxxx Xxxxxx
Its: Chairman, President and CEO
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