exv10w21






Exhibit 10.21









CODE OF BUSINESS CONDUCT AND ETHICS




     The Greenbrier Companies intend to observe the highest ethical standards in all their business
dealings. Ethical conduct is the basis of our relationships with customers, suppliers, regulators
and governmental agencies, and with one another. A sound ethical foundation helps to build a work
environment which fosters self-respect, loyalty and dedication, and is free from discrimination.



     Each Greenbrier officer, director, employee and consultant is expected to assist the Companies
in achieving a high ethical standard. We will endeavor to play an important citizenship role in
the communities in which we operate.



     Greenbrier will conduct its relations with customers, suppliers, employees, stockholders and
the press with honesty and integrity. In dealings with the public, we will be responsive and
responsible, and open and timely in our communications.



     We prosper when we serve our customers well. Each organization and individual we do business
with is entitled to expect a quality performance. Products and services offered by The Greenbrier
Companies will be of the highest quality and as represented. Advertising and promotion will be
truthful, not exaggerated or misleading.



     Greenbrier will honor its agreements. No bribes, bonuses, kickbacks, lavish entertainment, or
gifts will be given or received in exchange for special position, price or privilege.



     Employees will maintain the confidentiality of sensitive or proprietary information and will
not use such information for their personal benefit. Property of the Companies will be respected.



     Laws and regulations affecting the Companies will be obeyed. Illegal behavior will not be
condoned or tolerated. Compliance with the law means not only observing laws, but conducting our
business so that we will deserve and receive recognition as a law-abiding organization. We strive
to avoid even the appearance of impropriety or unethical behavior.



     None of us should assume that Greenbrier’s interest ever requires conduct which is not in
compliance with the law. No one in Greenbrier has authority to give any order or direction that
would result in a violation of this Code.



CODE OF BUSINESS CONDUCT AND ETHICS — PAGE 1




 









 





Honesty in Dealings with Customers, Suppliers and Each Other




     The cornerstone of Greenbrier’s business conduct is honesty in all our dealings—honesty with
our customers and suppliers, honesty with competitors and government agencies and honesty with each
other within The Greenbrier Companies.



     Marketing. Greenbrier products and services will be marketed on their merits. Use of
deceptive or misleading statements, or attempts to induce individuals to place their personal
interests above those of the organizations which they represent, is a violation of our policy.



     We will not promise more than we believe we can deliver. We will always seek the best result
for our customer. In discussing our competition, we will emphasize our own strengths and will not
disparage the business of competitors.



     Accurate Records. Greenbrier and its subsidiaries are required to keep accurate books,
records and accounts to fairly reflect the Companies’ transactions and to maintain an effective
system of internal accounting controls. Each employee is responsible to ensure that the Company’s
books and records are complete, accurate and supported by appropriate documents in auditable form.
No false or misleading entries and no undisclosed or unrecorded funds or assets will be permitted
for any reason. No payment will be made for purposes other than those described in the documents
supporting the payment. Company funds may not be deposited in any personal or non-corporate
account. Expense account and reimbursement records, invoices and (where applicable) time cards and
records should be accurate and timely and honestly reflect actual transactions.



Avoiding Conflicts of Interest




     The term “conflict of interest” describes any circumstance that casts doubt on one’s ability
to act with objectivity in Greenbrier’s interests. In identifying conflicts of interest
perceptions can be as important as facts. Potential conflicts of interest which can result in a
negative perception of our representative or Greenbrier should be avoided whenever possible.



     Remember, a conflict of interest can arise unexpectedly or accidentally, without any action or
improper motive on your part. Each situation is different, and in evaluating yours, you will need
to use good judgment. Under no circumstances should you advance your own interests or activities
outside the Company at the expense of Greenbrier’s interest.



     Conflicts of interest arise in many circumstances. The principles set forth in this Code are
intended to aid us all in using good judgment when such circumstances arise. However, some
situations are not black and white and may well involve legitimate business activity. In such
cases, the following policies reflect Greenbrier’s attempt to balance competing interests and
establish objective standards of behavior to assist in recognizing and avoiding conflicts of
interest:



CODE OF BUSINESS CONDUCT AND ETHICS — PAGE 2




 









 





	 	•	 	     Neither we nor any members of our families should have a material financial interest
in a supplier, competitor, customer, distributor or any other organization which transacts
business with Greenbrier unless the interest is disclosed to the Greenbrier Board of
Directors. In addition, any financial interest would be improper if the combination of
one’s job responsibility, the magnitude of one’s investment, and the particular business in
which one has invested is such that it is likely to be perceived by other people (rightly or
wrongly) as influencing one’s actions as an employee of Greenbrier. Minority investments in
publicly held companies are not precluded by this policy.
	 
	 	•	 	     Unless an exception is established by Greenbrier, we should not represent a supplier
to any Greenbrier company, be part of a supplier’s operating management, or be a supplier to
a Greenbrier company in one’s own right.
	 
	 	•	 	Because they arise so frequently, gifts, business courtesies and entertainment are
treated separately in this Code. These areas are among the most common potential conflicts
of interest which many of us encounter in our work.





     Any conflict of interest should be reported to your supervisor.



Gifts, Business Courtesies and Entertaining




     Gifts between employees of different businesses range from widely distributed advertising
novelties (which may be given and received), to bribes (which, of course, may not be given or
received). Greenbrier representatives may pay for and accept customary business amenities such as
meals, provided the expenses involved are kept at a reasonable level. In countries where local
custom calls for giving gifts on special occasions to customers and others, gifts that are lawful,
appropriate in nature and nominal in value may be given or exchanged.



     In the case of gifts, services and entertainment, there is a point of unacceptability. It is
often difficult to determine where that point is. One way to approach this question is to
recognize that the purpose of both gifts and entertainment in business is to create goodwill. It
is inappropriate if the purpose of giving gifts or providing entertainment is to unduly influence
the recipient or to secure preferential treatment. Another approach is to consider whether the
public disclosure would be embarrassing to you or to Greenbrier.



     We should not give money or any gift to an executive, official or employee of any supplier,
customer, government agency or other organization if it could be construed as improperly
influencing the business relationship with Greenbrier. When dealing with government officials and
employees, what is acceptable in the business world may not be permitted. In fact, such dealings
may be unlawful. Greenbrier representatives should not make or offer any gift, loan, favor or
service which could be viewed as an attempt to influence or bias the independent judgment of any
government employee or official.



     Neither Greenbrier employees nor their families may accept money, non-customary gifts, or
services of value, from any supplier as a result of the supplier’s business interests with our
Companies. If we, or any family member, are offered money or a substantial gift, or if one
arrives at our home or office, a supervisor should be informed. Appropriate arrangements will be
made to return or dispose of the gift. We may accept a gift from a customer if it is of nominal



CODE OF BUSINESS CONDUCT AND ETHICS — PAGE 3




 









 




value and is of a kind customarily offered to others having a similar relationship with the
customer.




     Promotional premiums and discounts (including frequent flyer awards) offered by transportation
companies, hotels, auto rental agencies and restaurants may be accepted when they are offered to
travelers generally, unless Greenbrier has specified to the contrary. However, employees should
not make travel arrangements which result in higher costs to Greenbrier than other available
arrangements in order to receive travel awards. Since the nature of these offerings changes
regularly, it is wise to consult with your supervisor if you have doubts.



Corporate Opportunities




     No employee, officer or director of Greenbrier can take for himself or herself personally
opportunities that were discovered through the use of Greenbrier’s property, information or the
person’s position with Greenbrier. Employees, officers and directors cannot compete with the
Companies or use their property, information or position with the Companies for personal gain.
Greenbrier’s legitimate interests must be considered when the opportunity to do so arises.



Greenbrier Property, Facilities and Confidential Information




     Greenbrier has a wide variety of assets. These assets range from physical assets, such as
tools and equipment, to intangible properties like trade secrets, designs and inventions. Our time
during work hours is also a valuable Company asset. Greenbrier needs all of these properties to
conduct its business for the benefit of its stockholders and employees. Protecting these assets
against loss, theft, and misuse is essential.



     Every Greenbrier employee is responsible for protecting property entrusted to him or her and
for helping to protect the Companies’ assets in general. Greenbrier assets, equipment and supplies
must be used only for conducting Company business or for other purposes authorized by management
and should not be used for personal gain or other unauthorized purposes.



     Information systems, electronic and other communications facilities and databases are used
extensively in Greenbrier’s business. These facilities must be used only for authorized Company
purposes. Each computer software installation must be accomplished with legally obtained software
and comply fully with applicable licensing agreements. Appropriate documentation supporting the
legality of each software installation should be maintained.



     Confidential Information. Greenbrier’s confidential and proprietary information includes
(among other items) business, financial and marketing plans, personnel information, inventions,
research, and confidential information entrusted to the Company by vendors, customers and others.
Confidential information must be used only by authorized persons and only in accordance with
Greenbrier policies and procedures.



     Inadvertent disclosure of confidential information, even by loyal employees, can harm the
Companies’ business. Information about products, prices, earnings, business volumes or capital
requirements which has not previously been made public by Greenbrier is not to be



CODE OF BUSINESS CONDUCT AND ETHICS — PAGE 4




 









 




discussed with
anyone outside the Company. Discussions with people outside the Companies about confidential
performance data, potential acquisitions, plans, dispositions and marketing strategies, as well as
other confidential information, should be conducted only by authorized officers and employees and
should be limited to business transactions requiring disclosure of such information.




     Questions from outsiders as to confidential subjects should be referred to the appropriate
person in The Greenbrier Companies. Questions from securities analysts or investors, for example,
should be referred to Greenbrier’s investor relations staff. Direct news media inquiries should be
referred to the communications director, unless the employee has been authorized by Greenbrier to
comment about the Companies or their business.



     Use of non-public Company information that could affect Greenbrier’s stock price is strictly
prohibited both by the Company and by federal and state law. We must all take care to handle such
information responsibly. Naturally, “insider trading” of Greenbrier stock is prohibited.
Similarly prohibited is trading in the stock of any other company such as a potential acquisition
target or any other company about which we obtain material non-public information through
Greenbrier. Greenbrier has adopted a specific policy dealing with insider information and
securities trading. Questions concerning these matters should be addressed to your supervisor or
our investor relations staff.



International Transactions




     Even though the laws and business practices of foreign nations may differ from those in effect
in the United States, the applicability of both foreign and U.S. laws to the Companies’ operations
will be strictly observed.



     As Greenbrier expands its international presence, it is essential that we pay particular
attention to rules applicable to international activities of American companies. The United States
Foreign Corrupt Practices Act (“FCPA”) governs activities of American companies dealing abroad. In
general, the FCPA prohibits offering anything of value to foreign officials for the purpose of
improperly influencing an official decision. It also prohibits unlawful political contributions to
obtain or retain business. And FCPA prohibits the use of false records or accounts in the conduct
of foreign business. It is important to remember that FCPA prohibits such activities even though
they may be employed by our competitors or be commonplace in the countries in which we have
dealings. Violation of the FCPA can result in criminal prosecution and in civil suits and
penalties. In some cases, individuals may be barred from serving as an officer or director of a
public company. Greenbrier officers and employees engaged in international business must be aware
of the FCPA and help to ensure compliance in all Greenbrier activities.



     Officers and employees who have questions concerning the legality of international activities
should contact the office of our General Counsel.



CODE OF BUSINESS CONDUCT AND ETHICS — PAGE 5




 









 





Community Service and Political Activity




     Participation is Encouraged. Greenbrier encourages its employees to be active participants in
the community. Employees of Greenbrier participate in a wide variety of civic, charitable and
political activities. However, these activities should be kept separate from our work.



     Public and Governmental Relations. Greenbrier employs governmental relations and public
policy personnel who are assigned the responsibility of fulfilling the Companies’ corporate public
affairs responsibility, communicating with public bodies and officials concerning the Companies’
position on public policy questions, and maintaining the goodwill and understanding of public
officials. Communications of Greenbrier’s position to public officials or bodies by Greenbrier
personnel must be coordinated with our designated governmental relations and public policy
personnel.



     Political Contributions. Corporate contributions, direct or indirect, and of whatever amount
or type, to any political candidate or party, or to any other organization that might use the
contributions for a political candidate or party are illegal for all federal elections and for
state and local elections in some states. No permissible corporate contributions may be made for
political purposes without review by an authorized officer of Greenbrier. The Companies will not
reimburse employees for any personal contributions made in support of a political party, candidate
or committee, nor will it compensate employees for time devoted to political activity.



     The prohibition on corporate political contributions applies to both direct and indirect
support of candidates or political parties. For example, Greenbrier is normally prohibited from
purchasing tickets for special dinners or other fund raising events, loaning employees to political
parties or committees, or furnishing transportation or duplicating facilities or services. Any
Company political activity must be strictly limited, with the prior approval of the C.E.O., to
matters which are clearly lawful and closely related to the interests of the Company, its employees
and stockholders.



     The Company may periodically solicit contributions to political action committees, or
recommend support of particular candidates. However, employees are not required to make personal
political contributions on the Company’s behalf or to engage in political activities inconsistent
with personal inclinations as a condition of employment or advancement.



     Political Beliefs and Activities. Each employee’s political beliefs and activities are a
matter of personal conscience, provided they are conducted in such a way as not to bring discredit
to The Greenbrier Companies. Employees should conduct themselves so as to make clear that any
political views they may express are their own and not those of Greenbrier.



     Greenbrier may from time to time provide factual information to its employees and stockholders
concerning the impact on the Company of specific issues, legislation, and other governmental,
political and public matters.



CODE OF BUSINESS CONDUCT AND ETHICS — PAGE 6




 









 





     Holding Public Office. Employees may hold public office if the effective performance of the
employee in his or her job with Greenbrier is not affected. A leave-of-absence to hold public
office may be granted if approved by the C.E.O.



Antitrust Laws and Policies




     Greenbrier operates in a highly competitive environment. We intend to compete aggressively
and fairly. Greenbrier will adhere to both the letter and the spirit of the United States
antitrust laws. As Greenbrier expands its activities internationally, we must be sure that we also
comply with laws governing competition in our host countries.



     In contacts with our competitors, we do not discuss pricing policy or other matters which
might violate the antitrust laws. Discretion should be used in discussing matters such as contract
terms and conditions, costs, inventories, market surveys or studies or production schedules. These
matters are typically confidential to the Company. Disclosure may also conflict with antitrust
laws. Collaboration or discussion with competitors on these subjects can be illegal.



     Whenever practical, vendors and contractors should be selected on the basis of competitive
bidding.



Discrimination and Harassment




     Greenbrier is firmly committed to the principles of equality of opportunity as it relates to
employment and human resources. Greenbrier will offer employment, training, compensation and
advancement on the basis of qualification and merit, regardless of race, religion, sex, national
origin, age or veteran status. Greenbrier will extend the same considerations to qualified
disabled persons, consistent with the individual’s abilities to perform job duties safely and
efficiently.



     Business relationships with competitors, suppliers and customers of Greenbrier must be
conducted in such a manner as to avoid discrimination based on race, religion, sex, sexual
orientation, national origin, age, veteran status or disability. Harassment of any nature (i.e.,
harassment in regard to race, color, religion, national origin, disability, sexual orientation, or
sex) is specifically prohibited by a separate policy on harassment.



     Adherence to this policy of non-discrimination is the responsibility of all Greenbrier
Companies and employees and may require special affirmative action by all levels of executive,
managerial and supervisory personnel.



Safety and the Environment




     Safe operation of all Greenbrier activities is a must. We all have a responsibility to ensure
that operations of The Greenbrier Companies are conducted safely. Employees are expected to observe
established safety rules and practices and to follow instructions regarding safe and efficient
performance of their work. Employees are encouraged to bring to the attention of supervisors or
management any unsafe work practice, activity or condition.



CODE OF BUSINESS CONDUCT AND ETHICS — PAGE 7





 









 








     Greenbrier is committed to operating its facilities in an environmentally sensitive and
responsible manner. Detailed policies dealing with environmental practices have been adopted and
will be continuously followed and enforced.



Substance Abuse




     Greenbrier’s policy on substance abuse has been established to help maintain a safe and
productive work environment.



     Use of alcoholic beverages during business hours, including lunches and break periods is
discouraged. Possession or use of alcoholic beverages on Greenbrier premises, except for
authorized functions, is prohibited. Possession, use, purchase, or sale of illegal drugs in a
Greenbrier facility is strictly prohibited.



     Reporting for work, or performing one’s job assignments, under the influence of alcohol or
illegal substances is cause for immediate disciplinary action.



     Greenbrier will take reasonable steps to minimize intrusion into personal privacy in enforcing
this policy. While opportunities for treatment and education will be important aspects of our
substance abuse program, employees who violate this policy will be subject to appropriate
disciplinary action, which may include termination of employment.



Administration, Compliance and Reporting




     Administration. This Code of Conduct has been adopted by the Board of Directors of The
Greenbrier Companies, Inc. and applies to Greenbrier and all of its subsidiaries. All officers and
supervisory employees of the Companies are charged with regular administration and enforcement of
the policies and practices set forth in this Code. Final authority for administration of this Code
rests with the Chief Executive Officer of The Greenbrier Companies and the Board of Directors. Any
waiver of this Code for executive officers or directors may be made only by the Board of Directors
or the Audit Committee and must be promptly disclosed to stockholders.



     Reporting. Greenbrier has established a reporting system which allows officers, employees and
other agents of the Companies to report violations of any of the policies set forth in this Code,
or of other Greenbrier policies. Upon observing or learning of any such violation, employees may
report the same to their supervisors or by writing a letter, describing the
suspected violation with as much detail as possible and directing the letter to the President
of the Parent Company. Employees may, but are not required to, sign such letters. Anonymous
letters will be investigated and acted upon in the same manner as those bearing a signature. All
letters should be in as much detail as possible to permit Greenbrier to conduct an appropriate
investigation.



     Letters and other reports of suspected violations will be kept in confidence and acted upon
only by designated objective Greenbrier personnel unless disclosure is required or deemed



CODE OF BUSINESS CONDUCT AND ETHICS — PAGE 8




 









 




advisable
in connection with any governmental investigation or report, in the interest of The Greenbrier
Companies, or in the Companies’ legal handling of the matter. Greenbrier will not condone any form
of retribution upon any employee who uses the reporting system in good faith to report suspected
wrongdoers, unless the individual reporting is one of the violators. The Companies will not
tolerate any harassment or intimidation of any employee using the reporting system.




     For those persons who desire to make anonymous reporting complaints, the Company has retained
an independent company, EthicsPoint, Inc., to establish a secure, confidential and anonymous
reporting mechanism. EthicsPoint’s role is to facilitate secure reporting and record-keeping
through its website and telephone hotline. EthicsPoint will not investigate or evaluate reports of
Code violations.



     Any officer, director, employee or consultant of the Company or any subsidiary may submit a
Reporting Complaint on a confidential or anonymous basis to EthicsPoint. If the reporting person
desires anonymity, they should not access the EthicsPoint website from the Greenbrier computer
network, but rather should use a personal computer or outside internet portal, or telephone the
Ethics Point telephone hotline from outside the Company:



	 	 	 	 	 
	 	EthicsPoint website:
	 	www.ethicspoint.com	 
	 
	 	Toll-free telephone hotline:
	 	1 (866) 295-2647	 
	 	 
	 	For international calls, see attached listing	 






     EthicsPoint will provide copies or transcripts of reports of Code violations to the Chief
Financial Officer. Reports of Code violations which are submitted anonymously will remain
anonymous. Anonymous reports of Code violations will be treated in the same manner as those
bearing a signature. If requested by the reporting person, EthicsPoint will provide a process for
handling follow-up questions directly with the reporting person to ensure confidentiality.



     Compliance. It is a condition of employment that each employee accept the responsibility for
understanding and complying with the policies set forth in this Code. Greenbrier will require each
employee, as well as each officer and director of the Companies to comply with the policies set
forth in this Code. Greenbrier reserves the right to request any employee to complete and submit a
statement in a form designated by Greenbrier pertaining to such employee’s compliance at any time
or as frequently as Greenbrier may deem advisable.



     Any employee who violates any of the policies set forth in this Code is subject to
disciplinary action including but not limited to suspension or termination of employment and such
other action, including legal action, as Greenbrier believes to be appropriate under the
circumstances.



Adopted by the Board of Directors on November 10, 1998.

Readopted by the Board of Directors on November 11, 2003.

Amended by the Board of Directors on January 8, 2008.




CODE OF BUSINESS CONDUCT AND ETHICS — PAGE 9




 









 




The Greenbrier Companies

International Toll-free Dialing Instructions



Domestic Calls (U.S. and Canada):



         1.   Dial 1 (866) 295-2647


International Calls:




	 	1.	 	To call EthicsPoint from: [Country]
	 
	 	2.	 	From an outside line dial [AT&T Access Code — See table below]
	 
	 	3.	 	At the prompt, dial 866-295-2647. This is a toll-free number. There is no need to
dial a “1” before this number.
	 
	 	4.	 	If the telephone number listed above is not functioning, please make your report online
through the EthicsPoint web site (www.ethicspoint.com). Please indicate in the report that
the telephone number did not work.




	 	 	 
	Country	 	AT&T Access Code
	Canada
	 	See Domestic instructions above
	Germany
	 	0-800-2255-288
	Mexico
	 	01-800-288-2872
	Mexico (alternative)
	 	001-800-462-4240
	Mexico (Por Cobrar Spanish)
	 	01-800-112-2020
	Poland
	 	0-0-800-111-1111
	United States
	 	See Domestic instructions above





CODE OF BUSINESS CONDUCT AND ETHICS — PAGE 10