exv10w15






Exhibit 10.15




THE GREENBRIER COMPANIES, INC.




AGREEMENT CONCERNING INDEMNIFICATION AND RELATED MATTERS

(Directors)




     This Agreement is made as of                     , 200___, by and between THE GREENBRIER COMPANIES, INC.,
an Oregon corporation (the “Corporation”), and                      (the “Director”), a director of the
Corporation.



     WHEREAS, it is essential to the Corporation to retain and attract as directors of the
Corporation the most capable persons available and persons who have significant experience in
business, corporate and financial matters; and



     WHEREAS, the Corporation has identified the Director as a person possessing the background and
abilities desired by the Corporation and desires the Director to serve as a director of the
Corporation; and



     WHEREAS, the substantial increase in corporate litigation may, from time to time, subject
directors to burdensome litigation, the risks of which frequently far outweigh the advantages of
serving in such capacity; and



     WHEREAS, in recent times the cost of liability insurance has increased and the availability of
such insurance is, from time to time, severely limited; and



     WHEREAS, the Corporation and the Director recognize that serving as a director of a
corporation at times calls for subjective evaluations and judgments upon which reasonable persons
may differ and that, in that context, it is anticipated and expected that directors of corporations
will and do from time to time commit actual or alleged errors or omissions in the good faith
exercise of their corporate duties and responsibilities; and



     WHEREAS, it is the express policy of the Corporation to indemnify its directors to the fullest
extent permitted by law; and



     WHEREAS, the Articles of Incorporation of the Corporation permit, and the Bylaws of the
Corporation require, indemnification of the directors of the Corporation to the fullest extent
permitted by law, including but not limited to the Oregon Business Corporation Act (the “OBCA”),
and the OBCA expressly provides that the indemnification provisions set forth therein are not
exclusive, and thereby contemplates that contracts may be entered into between the Corporation and
its directors with respect to indemnification; and



     WHEREAS, the Corporation and the Director desire to articulate clearly in contractual form
their respective rights and obligations with regard to the Director’s service on behalf of the
Corporation as a director and with regard to claims for loss, liability, expense or damage which,
directly or indirectly, may arise out of or relate to such service;



 









 





     NOW THEREFORE, the Corporation and the Director agree as follows:



1. Agreement to Serve.




     The Director shall serve as a director of the Corporation for so long as the Director is duly
elected or until the Director tenders a resignation in writing. This Agreement creates no
obligation on either party to continue the service of the Director for a particular term or any
term.



2. Definitions. 




     As used in this Agreement:





	 	(a)	 	The term “Proceeding” shall include any threatened, pending or completed
action, suit or proceeding, whether brought in the right of the Corporation or
otherwise, and whether of a civil, criminal, administrative or investigative nature,
whether formal or informal, in which the Director may be or may have been involved as a
party, witness or otherwise, by reason of the fact that the Director is or was a
director of the Corporation, or is or was serving at the request of the Corporation as
a director, officer, partner, trustee, manager, employee or agent of another
corporation, limited liability company, partnership, joint venture, trust or other
enterprise, whether or not serving in such capacity at the time any liability or
expense is incurred for which exculpation, indemnification or reimbursement can be
provided under this Agreement.
	 
	 	(b)	 	The term “Expenses” includes, without limitation thereto, expenses of
investigations, judicial or administrative proceedings or appeals, attorney, accountant
and other professional fees and disbursements and any expenses of establishing a right
to indemnification under Section 12 of this Agreement, but shall not include amounts
paid in settlement by the Director or the amount of judgments or fines against the
Director.
	 
	 	(c)	 	References to “other enterprise” include, without limitation, employee benefit
plans; references to “fines” include, without limitation, any excise taxes assessed on
a person with respect to any employee benefit plan; references to “serving at the
request of the Corporation” include, without limitation, any service as a director,
officer, partner, trustee, manager, employee or agent which imposes duties on, or
involves services by, such director, officer, partner, trustee, manager, employee or
agent with respect to an employee benefit plan, its participants, or its beneficiaries;
and a person who acted in good faith and in a manner such person reasonably believed to
be in the interest of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner “not opposed to the best interests of the
Corporation” as referred to in this Agreement.




2









 






	 	(d)	 	References to “the Corporation” shall include, in addition to the resulting
entity, any constituent corporation or other entity (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its directors, officers,
partners, trustees, managers, employees or agents, so that any person who is or was a
director, officer, partner, trustee, manager, employee or agent of such constituent
entity, or is or was serving at the request of such constituent entity as a director,
officer, partner, trustee, manager, employee or agent of another corporation, limited
liability company, partnership, joint venture, trust or other enterprise, shall stand
in the same position under this Agreement with respect to the resulting or surviving
entity as such person would have with respect to such constituent entity if its
separate existence had continued.
	 
	 	(e)	 	For purposes of this Agreement, the meaning of the phrase “to the fullest
extent permitted by law” shall include, but not be limited to:






	 	(i)	 	to the fullest extent authorized or permitted by any amendments
to or replacements of the OBCA adopted after the date of this Agreement that
increase the extent to which a corporation may indemnify or exculpate its
directors; and
	 
	 	(ii)	 	to the fullest extent permitted by the provision of the OBCA
that authorizes or contemplates additional indemnification by agreement, or the
corresponding provision of any amendment to or replacement of the OBCA.





3. Limitation of Liability




     To the fullest extent permitted by law, the Director shall have no monetary liability of any
kind or nature whatsoever in respect of the Director’s errors or omissions (or alleged errors or
omissions) in serving the Corporation or any of its subsidiaries, their respective shareholders or
any other enterprise at the request of the Corporation, so long as such errors or omissions (or
alleged errors or omissions), if any, are not shown by clear and convincing evidence to have
involved:




	 	(i)	 	any breach of the Director’s duty of loyalty to such entities,
shareholders or enterprises;
	 
	 	(ii)	 	any act or omission not in good faith or which involved
intentional misconduct or a knowing violation of law;
	 
	 	(iii)	 	any transaction from which the Director derived an improper
personal benefit;
	 
	 	(iv)	 	any unlawful distribution (including, without limitation,
dividends, stock repurchases and stock redemptions), as defined in the OBCA or,
as




3









 






	 	 	 	applicable, in the limited liability company act of the state where the
Company’s subsidiary is organized; or
	 
	 	(v)	 	profits made from the purchase and sale by the Director of
securities of the Corporation within the meaning of Section 16(b) of the
Securities Exchange Act of 1934, as amended, or similar provision of any state
statutory law or common law.






	 	(b)	 	Without limiting the generality of subparagraph (a) above and to the fullest
extent permitted by law, the Director shall have no personal liability to the
Corporation or any of its subsidiaries, their respective shareholders or any other
person claiming derivatively through the Corporation, regardless of the theory or
principle under which such liability may be asserted, for:






	 	(i)	 	punitive, exemplary or consequential damages;
	 
	 	(ii)	 	treble or other damages computed based upon any multiple of
damages actually and directly proved to have been sustained;
	 
	 	(iii)	 	fees of attorneys, accountants, expert witnesses or
professional consultants; or
	 
	 	(iv)	 	civil fines or penalties of any kind or nature whatsoever.





4. Indemnity in Third Party Proceedings. 




     The Corporation shall indemnify the Director in accordance with the provisions of this Section
4 if the Director was or is a party to, or is threatened to be made a party to, any Proceeding
(other than a Proceeding by or in the right of the Corporation to procure a judgment in its favor),
against all Expenses, judgments, fines and amounts paid in settlement, actually and reasonably
incurred by the Director in connection with such Proceeding if the Director acted in good faith and
in a manner the Director reasonably believed was in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, the Director, in addition, had
no reasonable cause to believe that the Director’s conduct was unlawful. However, the Director
shall not be entitled to indemnification under this Section 4 in connection with any Proceeding
charging improper personal benefit to the Director in which the Director is adjudged liable on the
basis that personal benefit was improperly received by the Director unless and only to the extent
that the court conducting such Proceeding, or any other court of competent jurisdiction, determines
upon application that, despite the adjudication of liability, the Director is fairly and reasonably
entitled to indemnification in view of all the relevant circumstances.



5. Indemnity in Proceedings by or in the Right of the Corporation. 




     The Corporation shall indemnify the Director in accordance with the provisions of this Section
5 if the Director was or is a party to, or is threatened to be made a party to, any



4









 







Proceeding by or in the right of the Corporation to procure a judgment in its favor, against all
Expenses actually and reasonably incurred by the Director in connection with the defense or
settlement of such Proceeding if the Director acted in good faith and in a manner the Director
reasonably believed was in or not opposed to the best interests of the Corporation. However, the
Director shall not be entitled to indemnification under this Section 5 in connection with any
Proceeding in which the Director has been adjudged liable to the Corporation unless and only to the
extent that the court conducting such Proceeding, or any other court of competent jurisdiction,
determines upon application that, despite the adjudication of liability, the Director is fairly and
reasonably entitled to indemnification in view of all the relevant circumstances.



6. Indemnification of Expenses of Successful Party. 




     Notwithstanding any other provisions of this Agreement other than Section 8, to the extent
that the Director has been successful, on the merits or otherwise, in defense of any Proceeding or
in defense of any claim, issue or matter therein, including the dismissal of an action without
prejudice, the Corporation shall indemnify the Director against all Expenses actually and
reasonably incurred in connection therewith.



7. Additional Indemnification.




     Notwithstanding any limitation in Sections 4, 5 or 6, the Corporation shall indemnify the
Director to the fullest extent permitted by law with respect to any Proceeding (including a
Proceeding by or in the right of the Corporation to procure a judgment in its favor), against all
Expenses, judgments, fines and amounts paid in settlement, actually and reasonably incurred by the
Director in connection with such Proceeding.



8. Exclusions.




     Notwithstanding any provision in this Agreement, the Corporation shall not be obligated under
this Agreement to make any indemnification in connection with any claim made against the Director:




	 	(a)	 	for which payment is required to be made to or on behalf of the Director under
any insurance policy, except with respect to any excess amount to which the Director is
entitled under this Agreement beyond the amount of payment under such insurance policy;
	 
	 	(b)	 	if a court having jurisdiction in the matter finally determines that such
indemnification is not lawful under any applicable statute or public policy;
	 
	 	(c)	 	in connection with any Proceeding (or part of any Proceeding) initiated by the
Director, or any Proceeding by the Director against the Corporation or its directors,
officers, employees or other persons entitled to be indemnified by the Corporation,
unless:




5









 












	 	(i)	 	the Corporation is expressly required by law to make the
indemnification;
	 
	 	(ii)	 	the Proceeding was authorized by the Board of Directors of the
Corporation; or
	 
	 	(iii)	 	the Director initiated the Proceeding pursuant to Section 12
of this Agreement and the Director is successful in whole or in part in such
Proceeding; or






	 	(d)	 	for an accounting of profits made from the purchase and sale by the Director of
securities of the Corporation within the meaning of Section 16(b) of the Securities
Exchange Act of 1934, as amended, or similar provision of any state statutory law or
common law.





9. Advances of Expenses. 




     The Corporation shall pay the Expenses incurred by the Director in any Proceeding (other than
a Proceeding brought for an accounting of profits made from the purchase and sale by the Director
of securities of the Corporation within the meaning of Section 16(b) of the Securities Exchange Act
of 1934, as amended, or similar provision of any state statutory law or common law) in advance of
the final disposition of the Proceeding at the written request of the Director, if the Director:




	 	(a)	 	furnishes the Corporation a written affirmation of the Director’s good faith
belief that the Director is entitled to be indemnified under this Agreement; and
	 
	 	(b)	 	furnishes the Corporation a written undertaking to repay the advance to the
extent that it is ultimately determined that the Director is not entitled to be
indemnified by the Corporation. Such undertaking shall be an unlimited general
obligation of the Director but need not be secured.





     Advances pursuant to this Section 9 shall be made no later than 10 days after receipt by the
Corporation of the affirmation and undertaking described in Sections 9(a) and 9(b) above, and shall
be made without regard to the Director’s ability to repay the amount advanced and without regard to
the Director’s ultimate entitlement to indemnification under this Agreement. The Corporation may
establish a trust, escrow account or other secured funding source for the payment of advances made
and to be made pursuant to this Section 9 or of other liability incurred by the Director in
connection with any Proceeding.



10. Nonexclusivity and Continuity of Rights. 




     The indemnification, advancement of Expenses, and exculpation from liability provided by this
Agreement shall not be deemed exclusive of any other rights to which the Director may be entitled
under any other agreement, any articles of incorporation, bylaws, or vote of



6









 







shareholders or directors, the OBCA, or otherwise, both as to action in the Director’s official
capacity and as to action in another capacity while holding such office or occupying such position.
The indemnification under this Agreement shall continue as to the Director even though the
Director may have ceased to be a director of the Corporation or a director, officer, partner,
trustee, manager, employee or agent of an enterprise related to the Corporation and shall inure to
the benefit of the heirs, executors, administrators and personal representatives of the Director.



11. Procedure Upon Application for Indemnification. 




     Any indemnification under Sections 4, 5, 6 or 7 shall be made no later than 45 days after
receipt of the written request of the Director, unless a determination that the Director is not
entitled to indemnification under this Agreement is made within such 45 day period:




	 	(a)	 	by the Board of Directors by a majority vote of a quorum consisting of
directors who are not parties to the applicable Proceeding;
	 
	 	(b)	 	if a quorum cannot be obtained under paragraph (a) of this Section 11, then by
a majority vote of a committee of the Board of Directors that is (i) duly designated by
the Board of Directors, with the participation of directors who are parties to the
applicable Proceeding and (ii) consists solely of two or more directors not parties to
the applicable Proceeding;
	 
	 	(c)	 	by independent legal counsel in a written opinion, which counsel shall be
appointed (i) by a majority vote of the Board of Directors or its committee in the
manner prescribed by paragraph (a) or paragraph (b) of this Section 11, or (ii) if a
quorum of the Board of Directors cannot be obtained under paragraph (a) of this Section
11 or a committee cannot be designated under paragraph (b) of this Section 11, then by
a majority vote of the full Board of Directors, including directors who are parties to
the applicable Proceeding; or
	 
	 	(d)	 	by the shareholders of the Corporation.





12. Enforcement.




     The Director may enforce any right to indemnification, advances or exculpation provided by
this Agreement in any court of competent jurisdiction in compliance with Section 23 if:




	 	(a)	 	the Corporation denies the claim for indemnification, advances or exculpation,
in whole or in part; or
	 
	 	(b)	 	the Corporation does not dispose of such claim within the time period required
by this Agreement.




7









 











     It shall be a defense to any such enforcement action (other than an action brought to enforce
a claim for advancement of Expenses pursuant to, and in compliance with, Section 9 of this
Agreement) that the Director is not entitled to indemnification or exculpation under this
Agreement. However, except as provided in Section 13 of this Agreement, the Corporation shall not
assert any defense to an action brought to enforce a claim for advancement of Expenses pursuant to
Section 9 of this Agreement if the Director has tendered to the Corporation the affirmation and
undertaking required thereunder. The burden of proving by clear and convincing evidence that
indemnification or exculpation is not appropriate shall be on the Corporation. Neither the failure
of the Corporation (including its Board of Directors, a committee thereof, or independent legal
counsel) to have made a determination prior to the commencement of such action that indemnification
or exculpation is proper in the circumstances because the Director has met the applicable standard
of conduct nor an actual determination by the Corporation (including its Board of Directors, a
committee thereof, or independent legal counsel) that indemnification or exculpation is improper
because the Director has not met such applicable standard of conduct, shall be asserted as a
defense to the action or create a presumption that the Director is not entitled to indemnification
or exculpation under this Agreement or otherwise. The Director’s expenses incurred in connection
with successfully establishing the Director’s right to indemnification, advances or exculpation, in
whole or in part, in any Proceeding shall also be paid or reimbursed by the Corporation.



     The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of
nolo contendere, or its equivalent, shall not, of itself, create a presumption that:




	 	(i)	 	the Director is not entitled to indemnification under Sections
4, 5 or 7 of this Agreement because the Director did not act in good faith and
in a manner which the Director reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that the Director’s conduct was
unlawful; or
	 
	 	(ii)	 	the Director is not entitled to exculpation under Section 3 of
this Agreement.





13. Notification and Defense of Claim. 




     As a condition precedent to indemnification under this Agreement, not later than 30 days after
receipt by the Director of notice of the commencement of any Proceeding the Director shall, if a
claim in respect of the Proceeding is to be made against the Corporation under this Agreement,
notify the Corporation in writing of the commencement of the Proceeding. The failure to properly
notify the Corporation shall not relieve the Corporation from any liability which it may have to
the Director otherwise than under this Agreement. With respect to any Proceeding as to which the
Director so notifies the Corporation of the commencement:




	 	(a)	 	The Corporation shall be entitled to participate in the Proceeding at its own
expense.




8









 






	 	(b)	 	Except as otherwise provided in this Section 13, the Corporation may, at its
option and jointly with any other indemnifying party similarly notified and electing to
assume such defense, assume the defense of the Proceeding, with legal counsel
reasonably satisfactory to the Director. The Director shall have the right to use
separate legal counsel in the Proceeding, but the Corporation shall not be liable to
the Director under this Agreement, including Section 9 above, for the fees and expenses
of separate legal counsel incurred after notice from the Corporation of its assumption
of the defense, unless (i) the Director reasonably concludes that there may be a
conflict of interest between the Corporation and the Director in the conduct of the
defense of the Proceeding, or (ii) the Corporation does not use legal counsel to assume
the defense of such Proceeding. The Corporation shall not be entitled to assume the
defense of any Proceeding brought by or on behalf of the Corporation or as to which the
Director has made the conclusion provided for in (i) above.
	 
	 	(c)	 	If two or more persons who may be entitled to indemnification from the
Corporation, including the Director, are parties to any Proceeding, the Corporation may
require the Director to use the same legal counsel as the other parties. The Director
shall have the right to use separate legal counsel in the Proceeding, but the
Corporation shall not be liable to the Director under this Agreement, including Section
9 above, for the fees and expenses of separate legal counsel incurred after notice from
the Corporation of the requirement to use the same legal counsel as the other parties,
unless the Director reasonably concludes that there may be a conflict of interest
between the Director and any of the other parties required by the Corporation to be
represented by the same legal counsel.
	 
	 	(d)	 	The Corporation shall not be liable to indemnify the Director under this
Agreement for any amounts paid in settlement of any Proceeding effected without its
written consent, which shall not be unreasonably withheld. The Director shall permit
the Corporation to settle any Proceeding that the Corporation assumes the defense of,
except that the Corporation shall not settle any action or claim in any manner that
would impose any penalty or limitation on the Director without the Director’s written
consent.





14. Partial Indemnification. 




     If the Director is entitled under any provision of this Agreement to indemnification by the
Corporation for some or a portion of the Expenses, judgments, fines or amounts paid in settlement,
actually and reasonably incurred by the Director in connection with such Proceeding, but not,
however, for the total amount thereof, the Corporation shall nevertheless indemnify the Director
for the portion of such Expenses, judgments, fines or amounts paid in settlement to which the
Director is entitled.



15. Interpretation and Scope of Agreement. 




9









 








     Nothing in this Agreement shall be interpreted to constitute a contract of service for any
particular period or pursuant to any particular terms or conditions. The Corporation retains the
right, in its discretion, to terminate the service relationship of the Director, with or without
cause, or to alter the terms and conditions of the Director’s service all without prejudice to any
rights of the Director which may have accrued or vested prior to such action by the Corporation.



16. Severability.




     If this Agreement or any portion thereof shall be invalidated on any ground by any court of
competent jurisdiction, the remainder of this Agreement shall continue to be valid and the
Corporation shall nevertheless indemnify the Director as to Expenses, judgments, fines and amounts
paid in settlement with respect to any Proceeding to the fullest extent permitted by any applicable
portion of this Agreement that shall not have been invalidated.



17. Subrogation.




     In the event of payment under this Agreement, the Corporation shall be subrogated to the
extent of such payment to all of the rights of recovery of the Director. The Director shall
execute all documents required and shall do all acts that may be necessary to secure such rights
and to enable the Corporation effectively to bring suit to enforce such rights.



18. Notices.




     All notices, requests, demands and other communications under this Agreement shall be in
writing and shall be deemed to have been duly given upon delivery by hand to the party to whom the
notice or other communication shall have been directed, or on the third business day after the date
on which it is mailed by United States mail with first-class postage prepaid, addressed as follows:




	 	(a)	 	If to the Director, to the address indicated on the signature page of this
Agreement.
	 
	 	(b)	 	If to the Corporation, to
	 
	 	 	 	The Greenbrier Companies, Inc.

One Centerpointe Drive, Suite 200

Lake Oswego, Oregon 97035 USA

Attention: President
	 
	 	 	 	With a copy to:
	 
	 	 	 	General Counsel

The Greenbrier Companies, Inc.

One Centerpointe Drive, Suite 200




10









 






	 	 	 	Lake Oswego, Oregon 97035 USA





or to any other address as either party may designate to the other in writing.



19. Counterparts.




     This Agreement may be executed in any number of counterparts, each of which shall constitute
the original.



20. Applicable Law. 




     This Agreement shall be governed by and construed in accordance with the internal laws of the
state of Oregon without regard to the principles of conflict of laws.



21. Successors and Assigns. 




     This Agreement shall be binding upon the Corporation and its successors and assigns.



22. Attorney Fees.




     If any suit, action (including, without limitation, any bankruptcy proceeding) or arbitration
is instituted to enforce or interpret any provision of this Agreement, the prevailing party shall
be entitled to recover from the party not prevailing, in addition to other relief that may be
provided by law, an amount determined reasonable as attorney fees at trial and on any appeal of
such suit or action.



23. Jurisdiction and Venue.




     Each party hereto expressly and irrevocably consents and submits to the jurisdiction and venue
of any state or federal court sitting in Multnomah County, Oregon, in any action or proceeding
arising out of or relating to this Agreement and agrees that all claims in respect of the action or
proceeding may be heard and determined in such court and to the appellate courts in connection with
any appeal. The parties expressly waive all defenses of lack of personal jurisdiction, improper
venue and forum non-conveniens with respect to such federal and state courts sitting within
Multnomah County, Oregon. The parties expressly consent to (i) service of process being effected
upon them by certified mail sent to the addresses set forth in this Agreement and (ii) any final
judgment rendered against a party in any action or proceeding being enforceable in other
jurisdictions in any manner provided by law.



11









 




IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first
written above.




	 	 	 	 	 	 	 	 	 
	CORPORATION:

THE GREENBRIER COMPANIES, INC.	 	 	 	

DIRECTOR:	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 






12