EX-10.2






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Exhibit 10.2




GATX CORPORATION

2004 EQUITY INCENTIVE COMPENSATION PLAN

STOCK-SETTLED STOCK APPRECIATION RIGHT (SAR) AGREEMENT




	 	 	 	 	 	 	 
	PARTICIPANT

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	NUMBER OF SARS

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	EXERCISE PRICE OF SARS

	 	 	$	 

	 	 
	 
	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	GRANT DATE

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	EXPIRATION DATE*

	 	 	 	 

	 	 








 




			
	*	 	Subject to earlier expiration as provided in the attached terms and conditions.




In partial consideration of the provision of services by the Participant, an employee of GATX
Corporation (the “Company”), or a subsidiary thereof (such subsidiary and the Company hereinafter
collectively “GATX”), and as further incentive to the Participant to advance the interests of the
Company, the Company hereby grants to the Participant                      stock-settled stock appreciation
rights (the “SARs”) with respect to the same number of shares of common stock of the Company
(“Share”) at the exercise price (the “Exercise Price”) set forth above, all as determined by the
Compensation Committee (the “Committee”) of the Board of Directors of the Company in accordance
with paragraph 2.2 of the GATX Corporation 2004 Equity Incentive Compensation Plan, as amended (the
“Plan”). Such grant is expressly subject to the terms and conditions of this SAR Agreement as
hereinafter set forth and further subject to the terms and conditions of the Plan, both of which
are incorporated herein by reference.



Other terms used in the Agreement are defined in paragraph 16 or elsewhere in this Agreement.



IN WITNESS WHEREOF, the parties have caused this Agreement, consisting of this page and paragraphs
one (1) through sixteen (16) of Terms and Conditions attached hereto, to be executed the date,
month and year first above written.




	 	 	 	 	 	 	 
	 

	 	GATX CORPORATION
	 	 	 	PARTICIPANT
	 
	 	 	 	 	 	 
	By:

	 		 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	Chairman, President & CEO
	 	 	 	[PARTICIPANT NAME]






 









 





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	(1)	 	Date of Exercise. Subject to the terms and conditions of this Agreement, each
Installment of Shares associated with a grant of SARs shall be exercisable on and after the
Vesting Date for such Installment as described in the following schedule (but only if the
Participant’s Date of Termination has not occurred before the Vesting Date):





	 	 	 
	INSTALLMENT	 	VESTING DATE
	33.33% of SARs

	 	March 4, 2010
	 
	33.33% of SARs

	 	March 4, 2011
	 
	33.34% of SARs

	 	March 4, 2012







	 	 	For purposes of this Agreement, the term “Vesting Date” shall mean the date(s) set forth in
the above schedule.
	 
	(2)	 	The vesting of each SAR granted hereunder shall be subject to the following:






	 	(a)	 	Each SAR shall become fully vested if a Participant’s Date of Termination
occurs by reason of the Participant’s death, Disability or Retirement at or beyond age
65.
	 
	 	(b)	 	Only SARs which were exercisable on or immediately prior to the Participant’s
Date of Termination may be exercised on or after the Date of Termination. However, if
the Participant is terminated for Cause, all unexercised SARs will be cancelled as of
the date immediately prior to the Date of Termination.
	 
	 	(c)	 	Subject to the provisions of paragraph 4.2(f) of the Plan (relating to the
adjustment of shares), if a Change in Control occurs prior to a Participant’s Date of
Termination, and within two years after the occurrence of the Change in Control the
Participant’s Date of Termination occurs by reason of discharge by the employer without
Cause or the Participant resigns from employment with the employer for Good Reason, the
Participant shall, except as provided in paragraph 2(d), become vested in all unvested,
outstanding SARs that were granted prior to the Change in Control and that are held by
the Participant as of the Date of Termination.
	 
	 	(d)	 	If a Date of Termination occurs as described in paragraph 2(c) in connection
with a Change in Control described in paragraph 5(e) of the Plan, with respect to a
Participant as described therein (relating to certain transactions involving a
Subsidiary or business segment), (A) the Installment of SARs, if any, scheduled to
become exercisable during the calendar year in which such Date of Termination occurs
shall become exercisable in full beginning on the date on which the Date of Termination
occurs and (B) all exercisable SARs remain exercisable until the earlier of the
Expiration Date or the end of the calendar year following the consummation of the
transaction which constitutes the Change in Control.





 









 





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	 	(e)	 	For purposes of this paragraph 2, if, as a result of Change in Control
described in paragraph 5(e) of the Plan, 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, immediately following the Change in
Control, employed by the Company or an entity that is then a Subsidiary, then the
occurrence of the Change in Control shall be treated as the Participant’s Date of
Termination caused by the Participant being discharged by the employer without Cause.






	(3)	 	Expiration. The SARs shall not be exercisable after the Company’s close of business
on the last business day that occurs immediately prior to the Expiration Date. The
“Expiration Date” shall be the earliest to occur of:






	 	(a)	 	the seven-year anniversary of the Grant Date;
	 
	 	(b)	 	if the Date of Termination occurs by reason of death or Disability, the
one-year anniversary of such Date of Termination;
	 
	 	(c)	 	if the Date of Termination occurs for Cause, the date immediately preceding
Date of Termination;
	 
	 	(d)	 	if the Date of Termination occurs by reason of Retirement, the five-year
anniversary of such Date of Termination; and;
	 
	 	(e)	 	if the Date of Termination occurs for any reason other than those listed in
subparagraph (b), (c), or (d) of this paragraph 3, the three-month anniversary of such
Date of Termination.






	(4)	 	Method of SAR Exercise; Number of Shares, Sale of Shares. The SARs subject to this
grant may be exercised in whole or in part by filing a written notice with the Director,
Compensation of the Company at its corporate headquarters prior to the Company’s close of
business on the last business day that occurs prior to the Expiration Date. Such notice shall
specify the number of SARs which the Participant elects to exercise, and whether the
Participant wishes to exercise his or her option to sell the underlying Shares following
exercise. The SARs shall not be exercisable if and to the extent the Company determines that
such exercise would violate applicable state or Federal securities laws or the rules and
regulations of any securities exchange on which the Shares are traded. If the Company makes
such a determination, it shall use all reasonable efforts to timely permit the SARs to be
exercised in compliance with such laws, rules and regulations.
	 
	 	 	In making any determination hereunder, the Company may rely on the opinion of counsel for
the Company which may be the Company’s internal counsel. SARs covered by this Agreement
shall be settled in Shares. The number of Shares to be issued to a Participant upon
exercise of an SAR shall be equal to the product of (a) the difference between (i) the fair
market value of the Shares on the Exercise Date, and (ii) the Exercise Price, and (b) the
number of SARs exercised, divided by the fair market value of the Shares on the Exercise
Date. Any fractional share shall be paid in cash. For purposes of this paragraph (4),




 









 





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	 	 	fair market value shall be the average of the high and low market prices as reported by the
New York Stock Exchange on the date of exercise. If the Participant elects to sell the
Shares underlying the exercised SARs, such sale shall be executed as promptly as possible,
however, the Participant should be aware that the sale may not be executed on the Exercise
Date.






	(5)	 	Dividend Equivalents. Participants shall be entitled to accrue dividend equivalents
beginning on the Grant Date and ending upon the earlier to occur of (i) the date of exercise
of the SARs and (ii) the Expiration Date. An account will be established for each participant
that will accrue dividend equivalents on the SARs with respect to Shares that have not vested.
The Participant’s account shall be credited with dividend equivalents equal to the product of
(a) the number of SARs which the Participant was granted and that have not vested subject to
any adjustment made by the Committee as referred to in paragraph 4.2 (f) of the Plan, and (b)
the dividend declared on a single Share with respect to the immediately preceding dividend
record date. So long as the SARs have not been cancelled, accrued dividends with respect to
any Installment will be paid as soon as practical after the Vesting Date of that Installment
of SARs as reflected in paragraph 1. Dividend equivalents with respect to vested, unexercised
SARS will be calculated as described above, and will be paid within 30 days of each quarterly
dividend payment date. Dividend equivalents will be prorated through the Expiration Date for
the quarter in which the Expiration Date occurs on vested SARs.
	 
	(6)	 	Withholding. All deliveries and distributions under this Agreement are subject to
withholding of all applicable taxes. At the election of the Participant, and subject to such
rules and limitations as may be established by the Committee from time to time, such
withholding obligations may be satisfied through the surrender of Shares 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)	 	Transferability. The SARs are not transferable other than as designated by the
Participant by will or by the laws of descent and distribution, and during the Participant’s
life, may be exercised only by the Participant or in the case of his or her incapacity by his
or her legal representative.
	 
	(8)	 	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 exercisable by the Participant or benefits
deliverable to the Participant under this Agreement have not been exercised or delivered,
respectively, at the time of the Participant’s death, such rights shall be exercisable by the
Designated Beneficiary, and such benefits shall be delivered to the Designated Beneficiary, in
accordance with the provisions of this Agreement and the Plan. The




 









 











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	 	 	“Designated Beneficiary” shall be 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. 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 a deceased Participant designates a beneficiary and the Designated Beneficiary survives
the Participant but dies before the Designated Beneficiary’s exercise of all rights under
this Agreement or before the complete distribution of benefits to the Designated Beneficiary
under this Agreement, then any rights that would have been exercisable by the Designated
Beneficiary shall be exercised by the legal representative of the estate of the Designated
Beneficiary, and any benefits distributable to the Designated Beneficiary shall be
distributed to the legal representative of the estate of the Designated Beneficiary.
	 
	(9)	 	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.
	 
	(10)	 	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.
	 
	(11)	 	Not An Employment Contract. The grant of SARs 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 the SAR 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.
	 
	(12)	 	Notices. Any written notices provided for in this Agreement or the Plan shall be
provided in accordance with paragraph 12(a) or 12(b), as applicable and, if provided to the
Company, shall be addressed as follows:





GATX Corporation

222 West Adams Street

Chicago, IL 60606-5314





	 	(a)	 	Any notice provided by the Participant pursuant to paragraph 16(f) shall be in
writing given by hand delivery or by registered or certified mail, return receipt
requested, postage prepaid, addressed to the Senior Vice President, Human Resources and
shall be effective when actually received.





 









 





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	 	(b)	 	All other notices 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. Any such notice sent by mail shall be deemed received three days after
mailing, but in no event later than the date of actual receipt and 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.






	(13)	 	Fractional Shares. In lieu of issuing a fraction of a Share upon any exercise of an
SAR, resulting from an adjustment of the number of SARs pursuant to paragraph 4.2(f) of the
Plan or otherwise, the Company will be entitled to pay to the Participant in cash in an amount
equal to the Fair Market Value of such fractional share.
	 
	(14)	 	No Rights As Shareholder. The Participant shall not have any rights of a shareholder
with respect to the shares subject to the granted SARs, unless and until a stock certificate
has been duly issued following exercise of the SARs as provided herein.
	 
	(15)	 	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.
	 
	(16)	 	Definitions. For purposes of this Agreement, the terms used in this Agreement shall
be subject to the following:






	 	(a)	 	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 which is materially and demonstrably injurious to
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.






	 	(b)	 	Change in Control. The term “Change in Control” shall have the meaning
ascribed to it in Section 5 of the Plan.
	 
	 	(c)	 	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





 









 





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	 	 	 	Participant is on a leave of absence from the Company or a Subsidiary approved by
the Participant’s employer.
	 
	 	(d)	 	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.
	 
	 	(e)	 	Exercise Date. Notice pursuant to paragraph (4) hereof may be provided
by e-mail, facsimile, hand delivery, regular mail or special delivery (e.g., UPS,
overnight, FedEx). Except in the case of regular mail or special delivery, the term
“Exercise Date” means the date of receipt by the Company of the written notice. In the
case of regular mail or special delivery, “Exercise Date” shall mean the postmarked or
shipping date reflected thereon.
	 
	 	(f)	 	Good Reason. The term “Good Reason” shall mean the occurrence of one or
more of the following conditions without the consent of the Participant:






	 	(i)	 	A material diminution in the Participant’s base compensation,
compared with the Participant’s base compensation in effect immediately prior
to the consummation of a Change in Control.
	 
	 	(ii)	 	A material diminution in the Participant’s authority, duties,
or responsibilities, compared with the authority, duties, and responsibilities
of the Participant immediately prior to the consummation of a Change in
Control.
	 
	 	(iii)	 	The Participant is required to report to a supervisor with
materially less authority, duties, or responsibilities than the authority,
duties, and responsibilities of the supervisor who had the greatest such
authority, duties, and responsibilities at the time the Participant was
required to report to such supervisor during the 120-day period immediately
preceding the consummation of a Change in Control.
	 
	 	(iv)	 	A material diminution in the budget over which the Participant
retains authority, compared with the most significant budget, if any, over
which the Participant had authority at any time during the 120-day period
immediately preceding the consummation of a Change in Control.
	 
	 	(v)	 	A material change in the geographic location at which the
Participant must perform services.
	 
	 	(vi)	 	Any other action or inaction by the Company that constitutes a
material breach of any change of control agreement between the Company and the
Participant that is in effect when a Change in Control occurs.






If (I) the Participant provides written notice to the Company of the occurrence of
Good Reason within a reasonable time (not more than 90



 









 





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days) after the Participant
has knowledge of the circumstances constituting Good Reason, which notice
specifically identifies the circumstances which the Participant believes constitute
Good Reason; (II) the Company fails to notify the Participant of the Company’s
intended method of correction within a reasonable period of time (not less than 30
days) after the Company receives the notice, or the Company fails to correct the
circumstances within a reasonable period of time after such notice (except that no
such opportunity to correct shall be applicable if the circumstances constituting
Good Reason are those described in paragraph (v) above, relating to relocation); and
(III) the Participant resigns within a reasonable time after receiving the Company’s
response, if such notice does not indicate an intention to correct such
circumstances, or within a reasonable time after the Company fails to correct such
circumstances (provided that in no event may such termination occur more than two
years after the initial existence of the condition constituting Good Reason); then
the Participant shall be considered to have terminated for Good Reason.




	 	(g)	 	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”).
	 
	 	(h)	 	Plan Definitions. Except where the context clearly implies or
indicates the contrary, a word, term, or phrase used in the Plan is similarly used in
this Agreement.