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                                                                   Exhibit 10.19


                             AMERICAN RAILCAR, INC.
                           2005 EQUITY INCENTIVE PLAN


1. Purpose and Eligibility. The purpose of this 2005 Equity Incentive Plan (the
"Plan") of American Railcar, Inc., a Delaware corporation (the "Company") is to
provide stock options, stock issuances, stock units and other equity interests
in the Company (each, an "Award") to (a) employees, officers, directors,
consultants and advisors of the Company and its Parents and Subsidiaries, and
(b) any other Person who is determined by the Board to have made (or is expected
to make) contributions to the Company. Any person to whom an Award has been
granted under the Plan is called a "Participant." Additional definitions are
contained in Section 10.

2. Administration.

      a. Administration by Board of Directors. The Plan will be administered by
the Board of Directors of the Company (the "Board"). The Board, in its sole
discretion, shall have the authority to grant and amend Awards, to adopt, amend
and repeal rules relating to the Plan and to interpret and correct the
provisions of the Plan and any Award. The Board shall have authority, subject to
the express limitations of the Plan, (i) to construe and determine the
respective Stock Option Agreement, Awards and the Plan, (ii) to prescribe, amend
and rescind rules and regulations relating to the Plan and any Awards, (iii) to
determine the terms and provisions of the respective Stock Option Agreements and
Awards, which need not be identical, (iv) to initiate an Option Exchange
Program, and (v) to make all other determinations in the judgment of the Board
of Directors necessary or desirable for the administration and interpretation of
the Plan. The Board may correct any defect or supply any omission or reconcile
any inconsistency in the Plan or in any Stock Option Agreement or Award in the
manner and to the extent it shall deem expedient to carry the Plan, any Stock
Option Agreement or Award into effect and it shall be the sole and final judge
of such expediency. All decisions by the Board shall be final and binding on all
interested persons. Neither the Company nor any member of the Board shall be
liable for any action or determination relating to the Plan.

      b.    Appointment  of  Committee.  To the extent  permitted by
applicable law, the Board may delegate any or all of its powers under the
Plan to one or more committees or subcommittees of the Board (a "Committee").
All references in the Plan to the "Board" shall mean such Committee or the
Board.

      c. Delegation to Executive Officers. To the extent permitted by applicable
law, the Board may delegate to one or more executive officers of the Company the
power to grant Awards and exercise such other powers under the Plan as the Board
may determine, provided that the Board shall fix the maximum number of Awards to
be granted and the maximum number of shares issuable to any one Participant
pursuant to Awards granted by such executive officers.

      d. Applicability of Section Rule 16b-3. Notwithstanding anything to the
contrary in the foregoing if, or at such time as, the Common Stock is or becomes
registered under Section 12 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or any successor


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statute, the Plan shall be administered in a manner consistent with Rule 16b-3
promulgated thereunder, as it may be amended from time to time, or any successor
rules ("Rule 16b-3"), such that all subsequent grants of Awards hereunder to
Reporting Persons, as hereinafter defined, shall be exempt under such rule.
Those provisions of the Plan which make express reference to Rule 16b-3 or which
are required in order for certain option transactions to qualify for exemption
under Rule 16b-3 shall apply only to such persons as are required to file
reports under Section 16 (a) of the Exchange Act (a "Reporting Person").

      e. Applicability of Section 162 (m). Those provisions of the Plan which
are required by or make express reference to Section 162 (m) of the Code or any
regulations thereunder, or any successor section of the Code or regulations
thereunder ("Section 162 (m)") shall apply only upon the Company's becoming a
company that is subject to Section 162 (m). Notwithstanding any provisions in
this Plan to the contrary, whenever the Board is authorized to exercise its
discretion in the administration or amendment of this Plan or any Award
hereunder or otherwise, the Board may not exercise such discretion in a manner
that would cause any outstanding Award that would otherwise qualify as
performance-based compensation under Section 162 (m) to fail to so qualify under
Section 162 (m).

3     Stock Available for Awards.

      a. Number of Shares. Subject to adjustment under Section 3(c), the
aggregate number of shares of common stock of the Company (the "Common Stock")
that may be issued pursuant to the Plan is one million 1,000,000. If any Award
expires, or is terminated, surrendered or forfeited, in whole or in part, the
unissued Common Stock covered by such Award shall again be available for the
grant of Awards under the Plan. If an Award granted under the Plan shall expire
or terminate for any reason without having been exercised in full, the
unpurchased shares subject to such Award shall again be available for subsequent
Awards under the Plan, and if shares of Common Stock issued pursuant to the Plan
are repurchased by, or are surrendered or forfeited to, the Company at no more
than the price paid for such shares, such shares of Common Stock shall again be
available for the grant of Awards under the Plan. Shares issued under the Plan
may consist in whole or in part of authorized but unissued shares or treasury
shares.

      b. Per-Participant Limit. Subject to adjustment under Section 3(c), no
Participant may be granted Awards during any one fiscal year to purchase more
than two hundred and fifty thousand 300,000 shares of Common Stock.

      c. Adjustment to Common Stock. Subject to Section 7, in the event of any
stock split, reverse stock split stock dividend, extraordinary cash dividend,
recapitalization, reorganization, merger, consolidation, combination, exchange
of shares, liquidation, spin-off, split-up, or other similar change in
capitalization or similar event (other than any stock split effected in
connection with the merger of American Railcar Industries, Inc., a Missouri
Corporation with and into the Corporation), (i) the number and class of
securities available for Awards under the Plan and the per-Participant share
limit, (ii) the number and class of securities, vesting schedule and exercise
price per share subject to each outstanding Option, (iii) the repurchase price
per security subject to repurchase, and (iv) the terms of each other outstanding


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Award shall be adjusted by the Company (or substituted Awards may be made if
applicable) to the extent the Board shall determine, in good faith, that such an
adjustment (or substitution) is appropriate.

4. Stock Options.

      a. General. The Board may grant options to purchase Common Stock (each, an
"Option") and determine the number of shares of Common Stock to be covered by
each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option and the shares of Common
Stock issued upon the exercise of each Option, including, but not limited to,
vesting provisions, repurchase provisions and restrictions relating to
applicable federal or state securities laws. Each Option will be evidenced by a
Stock Option Agreement, consisting of a Notice of Stock Option Award and a Stock
Option Award Agreement (collectively, a "Stock Option Agreement").

      b. Incentive Stock Options. An Option that the Board intends to be an
incentive stock option (an "Incentive Stock Option") as defined in Section 422
of the Code, as amended, or any successor statute ("Section 422"), shall be
granted only to an employee of the Company and shall be subject to and shall be
construed consistently with the requirements of Section 422 and regulations
thereunder. The Board and the Company shall have no liability if an Option or
any part thereof that is intended to be an Incentive Stock Option does not
qualify as such. An Option or any part thereof that does not qualify as an
Incentive Stock Option is referred to herein as a "Nonstatutory Stock Option" or
"Nonqualified Stock Option."

      c. Dollar Limitation. For so long as the Code shall so provide, Options
granted to any employee under the Plan (and any other incentive stock option
plans of the Company) which are intended to qualify as Incentive Stock Options
shall not qualify as Incentive Stock Options to the extent that such Options, in
the aggregate, become exercisable for the first time in any one calendar year
for shares of Common Stock with an aggregate fair market value (determined as of
the respective date or dates of grant) of more than $100,000. The amount of
Incentive Stock Options which exceed such $100,000 limitation shall be deemed to
be Nonqualified Stock Options. For the purpose of this limitation, unless
otherwise required by the Code or regulations of the Internal Revenue Service or
determined by the Board, Options shall be taken into account in the order
granted, and the Board may designate that portion of any Incentive Stock Option
that shall be treated as Nonqualified Option in the event that the provisions of
this paragraph apply to a portion of any Option. The designation described in
the preceding sentence may be made at such time as the Committee considers
appropriate, including after the issuance of the Option or at the time of its
exercise.

      d. Exercise Price. The Board shall establish the exercise price (or
determine the method by which the exercise price shall be determined) at the
time each Option is granted and specify the exercise price in the applicable
Stock Option Agreement, provided, however, in no event may the per share
exercise price be less than the fair market value of the Common Stock at the
time of the grant. In the case of an Incentive Stock Option granted to a
Participant who, at the time of grant of such Option, owns stock representing
more than ten percent (10%) of the voting power of all classes of stock of the
Company or any parent or subsidiary, then the exercise price


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shall be no less than 110% of the fair market value of the Common Stock on the
date of grant. In the case of a grant of an Incentive Stock Option to any other
Participant, the exercise price shall be no less than 100% of the fair market
value of the Common Stock on the date of grant.

      e. Duration of Options. Each Option shall be exercisable at such times and
subject to such terms and conditions as the Board may specify in the applicable
Stock Option Agreement; provided, that the term of any Incentive Stock Option
may not be more than ten (10) years from the date of grant. In the case of an
Incentive Stock Option granted to a Participant who, at the time of grant of
such Option, owns stock representing more than ten percent (10%) of the voting
power of all classes of stock of the Company or any parent or subsidiary, the
term of the Option shall be no longer than five (5) years from the date of
grant.

      f. Exercise of Option. Options may be exercised only by delivery to the
Company of a written notice of exercise signed by the proper person together
with payment in full as specified in Section 4(g) and the Stock Option Agreement
for the number of shares for which the Option is exercised.

      g. Payment Upon Exercise. Common Stock purchased upon the exercise of an
Option shall be paid for by one or any combination of the following forms of
payment as permitted by the Board in its sole and absolute discretion:

         i. by check payable to the order of the Company;

         ii. only if the Common Stock is then publicly traded, by delivery of an
irrevocable and unconditional undertaking by a creditworthy broker to deliver
promptly to the Company sufficient funds to pay the exercise price, or delivery
by the Participant to the Company of a copy of irrevocable and unconditional
instructions to a creditworthy broker to deliver promptly to the Company cash or
a check sufficient to pay the exercise price;

         iii. to the extent explicitly provided in the applicable Stock Option
Agreement, by delivery of shares of Common Stock owned by the Participant valued
at fair market value (as determined by the Board or as determined pursuant to
the applicable Stock Option Agreement); and

         iv. payment of such other lawful consideration as the Board may
determine.

Except as otherwise expressly set forth in a Stock Option Agreement, the Board
shall have no obligation to accept consideration other than cash and in
particular, unless the Board so expressly provides, in no event will the Company
accept the delivery of shares of Common Stock that have not been owned by the
Participant at least six months prior to the exercise. The fair market value of
any shares of the Company's Common Stock or other non-cash consideration which
may be delivered upon exercise of an Option shall be determined in such manner
as may be prescribed by the Board.

      h. Acceleration, Extension, Etc. The Board may, in its sole discretion,
and in all instances subject to any relevant tax and accounting considerations
which may adversely impact


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or impair the Company, (i) accelerate the date or dates on which all or any
particular Options or Awards granted under the Plan may be exercised, or (ii)
extend the dates during which all or any particular Options or Awards granted
under the Plan may be exercised or vest.

      i. Determination of Fair Market Value. If, at the time an Option is
granted under the Plan, the Company's Common Stock is publicly traded under the
Exchange Act, "fair market value" shall mean (i) if the Common Stock is listed
on any established stock exchange or a national market system, including without
limitation the Nasdaq National Market or The Nasdaq Small Cap Market of The
Nasdaq Stock Market, its fair market value shall be the last reported sales
price for such stock (on that date) or the closing bid, if no sales were
reported as quoted on such exchange or system as reported in The Wall Street
Journal or such other source as the Board deems reliable; or (ii) the average of
the closing bid and asked prices last quoted (on that date) by an established
quotation service for over-the-counter securities, if the Common Stock is not
reported on a national market system. In the absence of an established market
for the Common Stock, the fair market value thereof shall be determined in good
faith by the Board after taking into consideration all factors which it deems
appropriate.

5. Restricted Stock.

      a. Grants. The Board may grant Awards entitling recipients to acquire
shares of Common Stock, subject to (i) delivery to the Company by the
Participant of a check in an amount at least equal to the par value of the
shares purchased, and (ii) the right of the Company to repurchase all or part of
such shares at their issue price or other stated or formula price from the
Participant in the event that conditions specified by the Board in the
applicable Award are not satisfied prior to the end of the applicable
restriction period or periods established by the Board for such Award (each, a
"Restricted Stock Award").

      b. Terms and Conditions. The Board shall determine the terms and
conditions of any such Restricted Stock Award. Any stock certificates issued in
respect of a Restricted Stock Award shall be registered in the name of the
Participant and, unless otherwise determined by the Board, deposited by the
Participant, together with a stock power endorsed in blank, with the Company (or
its designee). After the expiration of the applicable restriction periods, the
Company (or such designee) shall deliver the certificates no longer subject to
such restrictions to the Participant or, if the Participant has died, to the
beneficiary designated by a Participant, in a manner determined by the Board, to
receive amounts due or exercise rights of the Participant in the event of the
Participant's death (the "Designated Beneficiary"). In the absence of an
effective designation by a Participant, Designated Beneficiary shall mean the
Participant's estate.

6. Other Stock-Based Awards. The Board shall have the right to grant other
Awards based upon the Common Stock having such terms and conditions as the Board
may determine, including, without limitation, the grant of shares based upon
certain conditions, the grant of securities convertible into Common Stock and
the grant of stock appreciation rights, phantom stock awards or stock units.



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7. General Provisions Applicable to Awards.

      a. Transferability of Awards. Except as the Board may otherwise determine
or provide in an Award, Awards shall not be sold, assigned, transferred, pledged
or otherwise encumbered by the person to whom they are granted, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution, and, during the life of the Participant, shall be exercisable only
by the Participant; provided, however, except as the Board may otherwise
determine or provide in an Award, that Nonstatutory Options and Restricted Stock
Awards may be transferred pursuant to a qualified domestic relations order (as
defined in the Employee Retirement Income Security Act of 1974, as amended) or
to a grantor-retained annuity trust or a similar estate-planning vehicle in
which the trust is bound by all provisions of the Stock Option Agreement and
Restricted Stock Award, which are applicable to the Participant. References to a
Participant, to the extent relevant in the context, shall include references to
authorized transferees.

      b. Documentation. Each Award under the Plan shall be evidenced by a
written instrument in such form as the Board shall determine or as executed by
an officer of the Company pursuant to authority delegated by the Board. Each
Award may contain terms and conditions in addition to those set forth in the
Plan, provided that such terms and conditions do not contravene the provisions
of the Plan or applicable law.

      c. Board Discretion. The terms of each type of Award need not be
identical, and the Board need not treat Participants uniformly.

      d. Additional Award Provisions. The Board may, in its sole discretion,
include additional provisions in any Stock Option Agreement, Restricted Stock
Award or other Award granted under the Plan, including without limitation
restrictions on transfer, repurchase rights, commitments to pay cash bonuses, to
make, arrange for or guaranty loans or to transfer other property to
Participants upon exercise of Awards, or transfer other property to Participants
upon exercise of Awards, or such other provisions as shall be determined by the
Board; provided that such additional provisions shall not be inconsistent with
any other term or condition of the Plan or applicable law.

      e. Termination of Status. The Board shall determine the effect on an Award
of the disability (as defined in Section 22(e)(3) of the Code), death,
retirement, authorized leave of absence or other change in the employment or
other status of a Participant and the extent to which, and the period during
which, the Participant, or the Participant's legal representative, conservator,
guardian or Designated Beneficiary, may exercise rights under the Award, subject
to applicable law and the provisions of the Code related to Incentive Stock
Options.

      f. Change in Control. Unless otherwise expressly provided in the
applicable Stock Option Agreement or Restricted Stock Award or other Award, in
connection with the occurrence of a Change in Control (as defined below), the
Board shall, in its sole discretion as to any outstanding Awards including any
portions thereof (on the same basis or on different bases, as the Board shall
specify), take one or any combination of the following actions:


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                  A. make appropriate provision for the continuation of such
Awards by the Company or the assumption of such Awards by the surviving or
acquiring entity and by substituting on an equitable basis for the shares then
subject to such Awards either (x) the consideration payable with respect to the
outstanding shares of Common Stock in connection with the Change in Control, (y)
shares of stock of the surviving or acquiring corporation or (z) such other
securities as the Board deems appropriate, the fair market value of which (as
determined by the Board in its sole discretion) shall not materially differ from
the fair market value of the shares of Common Stock subject to such Awards
immediately preceding the Change in Control;

                  B. accelerate the date of exercise or vesting of such Awards;

                  C. permit the exchange of such Award for the right to
participate in any stock option or other employee benefit plan of any successor
corporation;

                  D. provide for the repurchase of the Award for an amount equal
to the difference of (i) the consideration received per share for the securities
underlying the Award in the Change in Control minus (ii) the per share exercise
price, if any, of such securities. Such amount shall be payable in cash for the
property payable with respect to such securities in connection with the Change
in Control. The value of any such property shall be determined by the Board in
its sole discretion; or

                  E. provide for the termination of any such Awards immediately
prior to a Change in Control; provided that no such termination will be
effective if the Change in Control is not consummated.

      g. Change in Control Defined. For purposes of this Agreement, "Change in
Control" means the consummation of any transaction (including, without
limitation, any sale of stock, merger, consolidation or spin-off), the result of
which is that any Person, other than Carl Icahn or the Related Parties, becomes
the Beneficial Owner, directly or indirectly, of more than 50% of the Voting
Stock of the Company. For purposes of the definition of Change in Control, the
capitalized terms shall have the following meaning: "Beneficial Owner" has the
meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange
Act, except that in calculating the beneficial ownership of any particular
"person" (as that term is used in Section 13(d)(3) of the Exchange Act), such
"person" shall be deemed to have beneficial ownership of all securities that
such "person" has the right to acquire by conversion or exercise of other
securities, whether such right is currently exercisable or is exercisable only
after the passage of time. The terms "Beneficially Owns" and "Beneficially
Owned" have a corresponding meaning. "Exchange Act" means the Securities
Exchange Act of 1934, as amended, and any successor thereto. "Related Parties"
means: (1) Carl Icahn, any spouse and any child, stepchild, sibling or
descendant of Carl Icahn; (2) any estate of Carl Icahn or of any person under
clause (1); (3) any person who receives a beneficial interest in any estate
under clause (2) to the extent of such interest; (4) any executor, personal
administrator or trustee who holds such beneficial interest in the Company for
the benefit of, or as fiduciary for, any person under clauses (1), (2) or (3) to
the extent of such interest; and (5) any Person, directly or indirectly owned or
controlled by Carl Icahn or any other person or persons identified in clauses
(1), (2), (3) or (4), and (6) any not-for-


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profit entity not subject to taxation pursuant to Section 501(c)(3) of the Code
or any successor provision to which Carl Icahn or any person identified in
clauses (1), (2), or (3) above is a member of the Board of Directors or an
equivalent governing body of, and is a senior officer or trustee, as the case
may be, of any such entity. "Voting Stock" means any class or series of capital
stock, or of an equity interest in an entity other than a corporation, that is
(A) ordinarily entitled to vote in the election of directors thereof at a
meeting of stockholders called for such purpose, without the occurrence of any
additional event or contingency or (B) in the case of an entity other than a
corporation, ordinarily entitled to elect or appoint the governing body of such
entity, without the occurrence of any additional event or contingency.

      h. Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, the Board shall notify each Participant as soon as
practicable prior to the effective date of such proposed transaction. The Board
in its sole discretion may provide for a Participant to have the right to
exercise his or her Award until fifteen (15) days prior to such transaction as
to all of the shares of Common Stock covered by the Option or Award, including
shares as to which the Option or Award would not otherwise be exercisable, which
exercise may in the sole discretion of the Board, be made subject to and
conditioned upon the consummation of such proposed transaction. In addition, the
Board may provide that any Company repurchase option applicable to any shares of
Common Stock purchased upon exercise of an Option or Award shall lapse as to all
such shares of Common Stock, provided the proposed dissolution and liquidation
takes place at the time and in the manner contemplated.

      i. Assumption of Options Upon Certain Events. In connection with a merger
or consolidation of an entity with the Company or the acquisition by the Company
of property or stock of an entity, the Board may grant Awards under the Plan in
substitution for stock and stock-based awards issued by such entity or an
affiliate thereof. The substitute Awards shall be granted on such terms and
conditions as the Board considers appropriate in the circumstances.

      j. Parachute Payments and Parachute Awards. Notwithstanding the provisions
of Section 7(f) and in the sole discretion of the Company, if, in connection
with a Change in Control described therein, if a tax under Section 4999 of the
Code would be imposed on the Participant (after taking into account the
exceptions set forth in Sections 280G(b)(4) and 280G(b)(5) of the Code, if
applicable), then the number of Awards which shall become exercisable,
realizable or vested as provided in such Section shall be reduced (or delayed),
to the minimum extent necessary, so that no such tax would be imposed on the
Participant (the Awards not becoming so accelerated, realizable or vested, the
"Parachute Awards"). All determinations required to be made under this Section
7(j) shall be made by the Company.

      k. Amendment of Awards. The Board may amend, modify or terminate any
outstanding Award including, but not limited to, substituting therefor another
Award of the same or a different type, changing the date of exercise or
realization, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that the Participant's consent to such action shall be required
unless the Board determines that the action, taking into account any related
action, would not materially and adversely affect the Participant and such
action is expressly permitted herein, including, without limitation, Section
7(m).


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      l. Conditions on Delivery of Stock. The Company will not be obligated to
deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations, and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.

      m. Acceleration. The Board may, without the Participant's consent, at any
time provide that any Options shall become immediately exercisable in full or in
part, that any Restricted Stock Awards shall be free of some or all
restrictions, or that any other stock-based Awards may become exercisable in
full or in part or free of some or all restrictions or conditions, or otherwise
realizable in full or in part, as the case may be, despite the fact that the
foregoing actions may (i) cause the application of Sections 280G and 4999 of the
Code if a change in control of the Company occurs, or (ii) disqualify all or
part of the Option as an Incentive Stock Option.

8. Withholding. The Company shall have the right to deduct from payments of any
kind otherwise due to the optionee or recipient of an Award any federal, state
or local taxes of any kind required by law to be withheld with respect to any
shares issued upon exercise of Options under the Plan or the purchase of shares
subject to the Award. Subject to the prior approval of the Company, which may be
withheld by the Company in its sole discretion, the optionee or recipient of an
Award may elect to satisfy such obligation, in whole or in part, (a) by causing
the Company to withhold shares of Common Stock otherwise issuable pursuant to
the exercise of an Option or the purchase of shares subject to an Award or (b)
by delivering to the Company shares of Common Stock already owned by the
optionee or Award recipient of an Award. The shares so delivered or withheld
shall have a fair market value of the shares used to satisfy such withholding
obligation as shall be determined by the Company as of the date that the amount
of tax to be withheld is to be determined. An optionee or recipient of an Award
who has made an election pursuant to this Section may only satisfy his or her
withholding obligation with shares of Common Stock which are not subject to any
repurchase, forfeiture, unfulfilled vesting or other similar requirements.

9. No Exercise of Option if Engagement or Employment Terminated for Cause. If
the employment or engagement of any Participant is terminated "for Cause," the
Award may terminate, upon a determination of the Board, on the date of such
termination and the Option shall thereupon not be exercisable to any extent
whatsoever and the Company shall have the right to repurchase any shares of
Common Stock, subject to a Restricted Stock Award whether or not such shares
have vested, at the Participant's initial purchase price. For purposes of this
Section 9, "for Cause" shall be defined as follows: (i) if the Participant has
executed an employment agreement, then the definition of "cause" contained
therein, if any, shall govern, or (ii) conduct, as determined by the Board of
Directors, involving any one of the following: (a) misconduct or inadequate
performance by the Participant which is injurious to the Company; (b) the
commission of an act of embezzlement, fraud or theft, which results in economic
loss,


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damage or injury to the Company; (c) the unauthorized disclosure of any trade
secret or confidential information of the Company (or any client, customer,
supplier or other third party who has a business relationship with the Company)
or the violation of any noncompetition or nonsolicitation covenant or assignment
of inventions obligation with the Company; (d) the commission of an act which
constitutes unfair competition with the Company or which induces any customer or
prospective customer of the Company to breach a contract with the Company or to
decline to do business with the Company; (e) the indictment of the Participant
for a felony or serious misdemeanor offense, either in connection with the
performance of his or her obligations to the Company or which shall adversely
affect the Participant's ability to perform such obligations; (f) the commission
of an act of fraud or breach of fiduciary duty which results in loss, damage or
injury to the Company; or (g) the failure of the Participant to perform in a
material respect his or her employment, consulting or advisory obligations
without proper cause. The Board may in its discretion waive or modify the
provisions of this Section at a meeting of the Board with respect to any
individual Participant with regard to the facts and circumstances of any
particular situation involving a determination under this Section.

10. Miscellaneous.

      a. Definitions.

          i. "Company," for purposes of eligibility under the Plan, shall
include any present or future subsidiary corporations of American Railcar, Inc.,
as defined in Section 424(f) of the Code (a "Subsidiary"), and any present or
future parent corporation of American Railcar, Inc., as defined in Section
424(e) of the Code. For purposes of Awards other than Incentive Stock Options,
the term "Company" shall include any other business venture in which the Company
has a direct or indirect significant interest, as determined by the Board in its
sole discretion.

         ii. "Code" means the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder.

         iii. "Employee" for purposes of eligibility under the Plan shall
include a person to whom an offer of employment has been extended by the
Company.

          iv "Option Exchange Program" means a program whereby outstanding
options are exchanged for options with a lower exercise price.

      b. No Right To Employment or Other Status. No person shall have any claim
or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan.

      c. No Rights As Stockholder. Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to


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any shares of Common Stock to be distributed with respect to an Award until
becoming the record holder thereof.

      d. Effective Date and Term of Plan. The Plan shall become effective on the
date on which it is adopted by the Board. No Awards shall be granted under the
Plan after the completion of ten years from the date on which the Plan was
adopted by the Board, but Awards previously granted may extend beyond that date.

      e. Amendment of Plan. The Board may amend, suspend or terminate the Plan
or any portion thereof at any time.

      f. Governing Law. The provisions of the Plan and all Awards made hereunder
shall be governed by and interpreted in accordance with the laws of the state of
Delaware, without regard to any applicable conflicts of law.


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