EMPLOYMENT AGREEMENTEmployment Agreement • September 29th, 2009 • Railamerica Inc /De • Railroads, line-haul operating • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of September 28, 2009, by and between RailAmerica, Inc., a Delaware corporation (the “Company”), and John E. Giles (“Executive”). Where the context permits, references to “the Company” shall include the Company and any successor of the Company.
RAILAMERICA, INC. 21,000,000 Shares of Common Stock ($0.01 par value) Plus an Option to Purchase from the Company and the Selling Stockholder up to 3,150,000 Additional Shares of Common Stock to Cover Over-Allotments Form of Underwriting AgreementUnderwriting Agreement • September 29th, 2009 • Railamerica Inc /De • Railroads, line-haul operating • New York
RailAmerica, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as Representatives, 10,500,000 shares of common stock, $0.01 par value, of the Company (“Common Stock”), and the selling stockholder named in Schedule II hereto (the “Selling Stockholder”) proposes to sell to the several Underwriters 10,500,000 shares of Common Stock (said shares to be issued and sold by the Company and shares to be sold by the Selling Stockholder collectively being hereinafter called the “Underwritten Securities”). The Company and the Selling Stockholder also propose to grant to the Underwriters an option to purchase up to 1,575,000 and 1,575,000, respectively, additional shares of Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafte
FORM OF RESTRICTED SHARE AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE RAILAMERICA, INC. 2009 OMNIBUS STOCK INCENTIVE PLANRestricted Share Agreement • September 29th, 2009 • Railamerica Inc /De • Railroads, line-haul operating • Delaware
This Agreement (this “Agreement”) is entered into as of ___, 2009 (the “Date of Grant”), by and between RailAmerica, Inc., a Delaware corporation (the “Company”), and ___(the “Participant”), effective upon and in connection with the initial public offering of the Shares (the “Effective Date”). Capitalized terms used without definition herein shall have the meaning ascribed to them in the RailAmerica, Inc. 2009 Omnibus Stock Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
FORM OF CONSULTING AGREEMENTConsulting Agreement • September 29th, 2009 • Railamerica Inc /De • Railroads, line-haul operating • Delaware
THIS CONSULTING AGREEMENT (this “Agreement”), is dated as of October 1, 2009, by and among FECR Rail Corp., Florida East Coast Railway LLC (together with FECR Rail Corp., the “Company”), and (“Consultant”).
FORM OF AMENDED AND RESTATED RESTRICTED SHARE AGREEMENT FOR BONUS RESTRICTED SHARES UNDER THE RAILAMERICA, INC. OMNIBUS STOCK INCENTIVE PLANRestricted Share Agreement • September 29th, 2009 • Railamerica Inc /De • Railroads, line-haul operating • Delaware
This Agreement (this “Agreement”) is entered into as of September ___, 2009, by and between RailAmerica, Inc., a Delaware corporation (the “Company”), and [_________] (the “Participant”), effective upon and in connection with the initial public offering of the Shares (the “Effective Date”). As of the Effective Date, this Agreement amends and restates the Restricted Share Agreements for Bonus Restricted Shares entered into by and between the Company and the Participant on each of July 15, 2008 and March 1, 2009. Capitalized terms used without definition herein shall have the meaning ascribed to them in the RailAmerica, Inc. Omnibus Stock Incentive Plan (the “Plan”).
FORM OF MANAGEMENT SHAREHOLDER AWARD AGREEMENTManagement Shareholder Award Agreement • September 29th, 2009 • Railamerica Inc /De • Railroads, line-haul operating • Delaware
This Management Shareholder Award Agreement (this “Agreement”) is entered into as of September ___, 2009, by and between RailAmerica, Inc., a Delaware corporation (the “Company”), and [ ] (the “Management Investor”).
FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT WITH RESPECT TO SHARES OF FECR RAIL CORP.Restricted Stock Unit Award Agreement • September 29th, 2009 • Railamerica Inc /De • Railroads, line-haul operating • Delaware
This Restricted Stock Unit Award Agreement (this “RSU Agreement”), dated as of October 1, 2009, is made by and between FECR Rail Corp., a Delaware corporation (the “Company”), and (the “Grantee”). Capitalized terms not defined herein where they first occur shall have the meaning ascribed to them in the last Section hereof. Except in the definition of “Change of Control,” where the context permits, references to the Company shall include any successor to the Company.
