EX-10.1






GENESEE & WYOMING INC. FOURTH AMENDED AND RESTATED 2004 OMNIBUS INCENTIVE PLAN




Effective May 23, 2018




ARTICLE 1

PURPOSE AND TERM OF PLAN




Section 1.1 Purpose. The purpose of the Plan is to provide motivation to selected
Employees, Directors and Consultants to put forth their efforts toward the continued growth,
profitability, and success of the Company by providing incentives to such Employees, Directors
and Consultants through the ownership and performance of Common Stock.



Section 1.2 Term. The Plan was initially approved by the Board on April 2, 2004, and
became effective on May 12, 2004, the date of the approval by G&W’s stockholders at the 2004
Annual Meeting of the Stockholders. The Plan was amended by the Board on March 30, 2007, and
became effective on May 30, 2007, the date of approval by the Company’s stockholders at the
2007 Annual Meeting of the Stockholders. The Plan was further amended by the Board on March 22,
2011 and became effective on May 26, 2011, the date of approval by the Company’s stockholders
at the 2011 Annual Meeting of Stockholders. The Plan was further amended by the Board on March
30, 2015 and became effective on May 12, 2015, the date of approval by the Company’s
stockholders at the 2015 Annual Meeting of Stockholders. The Plan was further amended by the
Board on April 2, 2018 to increase the maximum number of shares of Common Stock available for
grant of Awards under the Plan by 1,000,000 from 7,437,500 shares to 8,437,500. This amendment
will become effective upon the date of the approval by G&W’s stockholders at the 2018 Annual
Meeting of the Stockholders. If stockholder approval of the amendment is not obtained at the
2018 Annual Meeting of the Stockholders, the Plan as last approved in May 2015 will remain in
full force and effect.



Section 1.3 Successor Plan. This Plan shall serve as the successor to the Genesee &
Wyoming Inc. 1996 Stock Option Plan, the Genesee & Wyoming Inc. Stock Option Plan for Outside
Directors and the Genesee & Wyoming Deferred Stock Plan for Non-Employee Directors (the
“Predecessor Plans”), and no further awards shall be made under the Predecessor Plans from and
after the effective date of this Plan. All outstanding awards under the Predecessor Plans
immediately prior to the effective date of this Plan are hereby incorporated into this Plan and
shall accordingly be treated as outstanding awards under this Plan; provided, however, each
such award shall continue to be governed solely by the terms and conditions of the instrument
evidencing such award and interpreted under the terms of the respective Predecessor Plan, and,
except as otherwise expressly provided herein, no provision of this Plan shall affect or
otherwise modify the rights or obligations of holders of such incorporated awards with respect
to their acquisition of shares of Common Stock, or otherwise modify the rights or the
obligations of the holders of such awards. Any shares of Common Stock reserved for issuance
under the Predecessor Plans in excess of the number of shares as to which awards have been
awarded thereunder, plus any such shares as to which awards granted under the Predecessor Plans
may lapse, expire, terminate or be cancelled, shall be deemed available for issuance or
reissuance under Section 6.1 of the Plan.



ARTICLE 2 DEFINITIONS




In any necessary construction of a provision of this Plan, the masculine gender may
include the feminine, and the singular may include the plural, and vice versa.



Section 2.1 “Award” means any form of stock option, stock appreciation right, Stock
Award, Restricted Stock Unit, performance unit, or other incentive award granted under the
Plan, whether singly, in combination, or in tandem, to a Participant by the Committee pursuant
to such terms, conditions, restrictions and/or limitations, if any, as the Committee may
establish by the Award Notice or otherwise.



Section 2.2 “Award Notice” means the document establishing the terms, conditions,
restrictions, and/or limitations of an Award in addition to those established by this Plan and
by the Committee’s exercise of its administrative powers. The Committee will establish the form
of the document in the exercise of its sole and absolute discretion.



Section 2.3 “Board” means the Board of Directors of G&W.
Section 2.4 “CEO” means the Chief Executive Officer of
G&W.



Section 2.5 “Code” means the Internal Revenue Code of 1986, as amended from time to time,
including the regulations thereunder and any successor provisions and the regulations thereto.



Section 2.6 “Committee” means the Compensation Committee of the Board, or such other Board
committee as may be designated by the Board to administer the Plan; provided that the Committee
shall consist of two or more Directors, all of whom are both a “Non-Employee Director” within
the meaning of Rule 16b-3 under the Exchange Act.



Section 2.7 “Common Stock” means the Class A Common Stock, par value $.01 per share, of
G&W. Section 2.8 “Company” means G&W and its Subsidiaries.



Section 2.9 “Consultants” means the consultants, advisors and independent contractors
retained by the Company.



Section 2.10 “Covered Employee” means an Employee who is a “covered employee” within the
meaning of Section 162(m) of the Code.




Section 2.11 “Director” means a non-Employee member of the Board.



Section 2.12 “Effective Date” means the date an Award is determined to be effective by the
Committee upon its grant of such Award, which date shall be set forth in the applicable Award
Notice.



Section 2.13 “Employee” means any person employed by the Company on a full or part-time
basis. Section 2.14 “Exchange Act” means the Securities Exchange Act of 1934, as amended
from time to time,



including the rules thereunder and any successor provisions and the rules thereto.




Section 2.15 “Fair Market Value” means the closing price of the Common Stock on the
principal national securities exchange on which the Common Stock is then listed or admitted to
trading, and the closing price shall be the last reported sale price regular way on such date
(or, if no sale takes place on such date, the last reported sale price regular way on the next
preceding date on which such sale took place), as reported by such exchange. If the



Common Stock is not then so listed or admitted to trading on a national securities
exchange, then Fair Market Value shall be the closing price (the last reported sale price
regular way) of the Common Stock in the over-the-counter market as reported by the National
Association of Securities Dealers Automated Quotation System (“NASDAQ”), if the closing price of
the Common Stock is then reported by NASDAQ. If the Common Stock closing price is not then
reported by NASDAQ, then Fair Market Value shall be the mean between the representative closing
bid and closing asked prices of the Common Stock in the over-the-counter market as reported by
NASDAQ. If the Common Stock bid and asked prices are not then reported by NASDAQ, then Fair
Market Value shall be the quote furnished by any member of the National Association of
Securities Dealers, Inc. selected from time to time by G&W for that purpose. If no member of the
National Association of Securities Dealers, Inc. then furnishes quotes with respect to the
Common Stock, then Fair Market Value shall be the value determined by the Committee in good
faith.




Section 2.16 “G&W” means Genesee & Wyoming Inc.



Section 2.17 “Participant” means either an Employee, Director or Consultant to whom an
Award has been granted under the Plan.



Section 2.18 “Plan” means this Fourth Amended and Restated 2004 Omnibus Incentive Plan, as
amended from time to time.



Section 2.19 “Restricted Stock Unit Award” means an Award granted pursuant to Article 11
in the form of a right to receive shares of Common Stock on a future date.



Section 2.20 “Stock Award” means an award granted pursuant to Article 10 in the form of
            shares of Common Stock, restricted shares of Common Stock, and/or units of Common Stock.



Section 2.21 “Subsidiary” means a corporation or other business entity in which G&W
directly or indirectly has an ownership interest of 20 percent or more, except that with
respect to incentive stock options, “Subsidiary” shall mean “subsidiary corporation” as defined
in Section 424(f) of the Code.



ARTICLE 3 ELIGIBILITY




Section 3.1 In General. Subject to Section 3.2 and Article 4, all Employees, Directors and
Consultants are eligible to participate in the Plan. The Committee may select, from time to
time, Participants from those Employees, Directors and Consultants.



Section 3.2 Incentive Stock Options. Only Employees shall be eligible to receive
“incentive stock options” (within the meaning of Section 422 of the Code).



ARTICLE 4




PLAN ADMINISTRATION




Section 4.1 Responsibility. The Committee shall have total and exclusive responsibility to
control, operate, manage and administer the Plan in accordance with its terms.



Section 4.2 Authority of the Committee. The Committee shall have all the authority that
may be necessary or helpful to enable it to discharge its responsibilities with respect to the
Plan. Without limiting the generality of the preceding sentence, the Committee shall have the
exclusive right to:




(a) determine eligibility for participation in the Plan;



(b) select the Participants and determine the type of Awards to be made to Participants,
the number of shares subject to Awards and the terms, conditions, restrictions and limitations
of the Awards, including, but not by way of limitation, restrictions on the transferability of
Awards and conditions with respect to continued employment, performance criteria,
confidentiality and non-competition;




	 	(c)	 	interpret the Plan;





(d) construe any ambiguous provision, correct any default, supply any omission,
and reconcile any inconsistency of the Plan;



(e) issue administrative guidelines as an aid to administer the Plan and make changes in
such guidelines as it from time to time deems proper;



(f) make regulations for carrying out the Plan and make changes in such regulations as
it from time to time deems proper;




	 	(g)	 	to the extent permitted under the Plan, grant waivers of Plan terms, conditions,
restrictions, and limitations;





(h) promulgate rules and regulations regarding treatment of Awards of a Participant under
the Plan in the event of such Participant’s death, disability, retirement, termination from the
Company or breach of agreement by the Participant, or in the event of a change of control of
G&W;



(i) accelerate the vesting, exercise, or payment of an Award or the performance period of
an Award when such action or actions would be in the best interest of the Company;



(j) establish such other types of Awards, besides those specifically enumerated in
Article 5 hereof, which the Committee determines are consistent with the Plan’s purpose;



(k) subject to Section 4.3, grant Awards in replacement of Awards previously granted
under this Plan or any other executive compensation plan of the Company;



(l) establish and administer the performance goals with respect to Awards and certify
whether, and to what extent, they have been attained;




	 	(m)	 	determine the terms and provisions of any agreements entered into hereunder;





(n) take any and all other action it deems necessary or advisable for the proper
operation or administration of the Plan; and



(o) make all other determinations it deems necessary or advisable for the administration
of the Plan, including factual determinations.



The decisions of the Committee and its actions with respect to the Plan shall be final,
binding and conclusive upon all persons having or claiming to have any right or interest in or
under the Plan.



Section 4.3 Option Repricing. Except for adjustments pursuant to Section 6.2, the
Committee shall not reprice any stock options and/or stock appreciation rights unless such
action is approved by the G&W’s stockholders. For purposes of the Plan, the term “reprice”
shall mean the reduction, directly or indirectly, in the per-share exercise price of an
outstanding stock option(s) and/or stock appreciation right(s) issued under the Plan by
amendment, cancellation or substitution.



Section 4.4 Section 162(m) of the Code. With regards to Awards issued to Covered
Employees that are intended to qualify as “performance-based compensation” for purposes of
Section 162(m) of the Code (based on the “grandfathering” rules applicable under Section 162(m)
of the Code), the Plan shall, for all purposes, be interpreted, administered and construed with
respect to such Awards in a manner intended to qualify for such exemption under Section 162(m)
of the Code.



Section 4.5 Action by the Committee. Except as otherwise provided by Section 4.6, the
Committee may act only by a majority of its members. Any determination of the Committee may be
made, without a meeting, by a writing or writings signed by all of the members of the
Committee.



Section 4.6 Allocation and Delegation of Authority. The Committee may allocate all or any
portion of its responsibilities and powers under the Plan to any one or more of its members, the
CEO or other senior members of management as the Committee deems appropriate and may delegate
all or any part of its responsibilities and powers to any such person or persons, provided that
any such allocation or delegation be in writing; provided, however, that only the Committee, or
other committee consisting of two or more Directors, all of whom are both a “Non- Employee
Director” within the meaning of Rule 16b-3 under the Exchange Act may select and grant Awards to
Participants who are subject to Section 16 of the Exchange Act. The Committee may revoke any
such allocation or delegation at any time for any reason with or without prior notice.



ARTICLE 5

FORM OF AWARDS




Section 5.1 In General. Awards may, at the Committee’s sole discretion, be paid in the
form of stock options pursuant to Article 8, stock appreciation rights pursuant to Article 9,
Stock Awards pursuant to Article 10, Restricted Stock Unit Awards pursuant to Article 11,
performance units pursuant to Article 12, any form established by the Committee pursuant to
Section 4.2(j), or a combination thereof. Each Award shall be subject to the terms, conditions,
restrictions and limitations of the Plan and the Award Notice for such Award. Awards under a
particular Article of the Plan need not be uniform and Awards under two or more Articles may be
combined into a single Award Notice. Any combination of Awards may be granted at one time and
on more than one occasion to the same Participant.




Section 5.2 Foreign Jurisdictions.



(a) Special Terms. In order to facilitate the making of any Award to Participants who are
employed or retained by the Company outside the United States as Employees, Directors or
Consultants (or who are foreign nationals temporarily within the United States), the Committee
may provide for such modifications and additional terms and conditions (“Special Terms”) in
Awards as the Committee may consider necessary or appropriate to accommodate differences in
local law, policy or custom or to facilitate administration of the Plan. The Special Terms may
provide that the grant of an Award is subject to (1) applicable governmental or regulatory
approval or other compliance with local legal requirements and/or (2) the execution by the
Participant of a written instrument in the form specified by the Committee, and that in the
event such conditions are not satisfied, the grant shall be void. The Special Terms may also
provide that an Award shall become exercisable or redeemable, as the case may be, if an
Employee’s employment or Director or Consultant’s relationship with the Company ends as a result
of workforce reduction, realignment or similar measure and the Committee may designate a person
or persons to make such determination for a location. The Committee may adopt or approve
sub-plans, appendices or supplements to, or amendments, restatements, or alternative versions
of, the Plan as it may consider necessary or appropriate for purposes of implementing any
Special Terms, without thereby affecting the terms of the Plan as in effect for any other
purpose; provided, however, no such sub-plans, appendices or supplements to, or amendments,
restatements, or alternative versions of, the Plan shall: (a) increase the limitations
contained in Section 6.3; (b) increase the number of available shares under Section 6.1; or (c)
cause the Plan to cease to satisfy any conditions of Rule 16b-3 under the Exchange Act.



(b) Currency Effects. Unless otherwise specifically determined by the Committee, all
Awards and payments pursuant to such Awards shall be determined in U.S. currency. The
Committee shall determine, in its discretion, whether and to the extent any payments made
pursuant to an Award shall be made in local currency, as opposed to



U.S. dollars. In the event payments are made in local currency, the Committee may determine,
in its discretion and without liability to any Participant, the method and rate of converting
the payment into local currency.



ARTICLE 6

SHARES SUBJECT TO PLAN




Section 6.1 Available Shares. The maximum number of shares of Common Stock which shall be
available for grant of Awards under the Plan (including incentive stock options) during its term
shall not exceed 8,437,500 (plus any shares of Common Stock which are or become available under
Section 1.3, which shares shall also be available for grant of Awards under the Plan). Such
amount shall be subject to adjustment as provided in Section 6.2. Any shares of Common Stock
related to Awards which terminate by expiration, forfeiture, cancellation or otherwise without
the issuance of such shares or the payment of cash or other consideration in respect thereof, or
are exchanged with the Committee’s permission for Awards not involving Common Stock, shall be
available again for            grant under the Plan. The shares of Common Stock available for
issuance under the Plan may be authorized and unissued shares or treasury shares, including
            shares purchased in open market or private transactions. For the purpose of computing the total
number of shares of Common Stock granted under the Plan, where one or more types of Awards, both
of which are payable in shares of Common Stock, are granted in tandem with each other, such that
the exercise of one type of Award with respect to a number of shares cancels an equal number of
            shares of the other, the number of shares granted under both Awards shall be deemed to be
equivalent to the number of shares under one of the Awards.



Section 6.2 Adjustment Upon Certain Events. In the event that there is, with
respect to G&W, a stock dividend or split, reorganization, recapitalization, merger,
consolidation, spin-off, combination, combination or transaction or exchange of Common Stock or
other corporate exchange, or any distribution to stockholders of Common Stock or other property
or securities or any extraordinary cash dividends (other than regular cash dividends) or any
transaction similar to the foregoing or other transaction that results in a change to G&W’s
capital structure, then the Committee shall make substitutions and/or adjustments to the
maximum number of shares available for issuance under the Plan, the maximum Award payable under
Section 6.3, the number of shares to be issued pursuant outstanding Awards, the option prices,
exercise prices or purchase prices of outstanding Awards and/or any other affected terms of an
Award or the Plan as the Committee, in its sole discretion and without liability to any person,
deems equitable or appropriate. Unless the Committee determines otherwise, in no event shall
the Award of any Participant that is intended to qualify as “performance-based compensation”
for purposes of Section 162(m) of the Code be adjusted pursuant to this Section 6.2 to the
extent such adjustment would cause such Award to fail to qualify as “performance-based
compensation” under Section 162(m) of the Code.



Section 6.3 Maximum Award Payable. Subject to Section 6.2, and notwithstanding any
provision contained in the Plan to the contrary, (i) the maximum Award payable (or granted, if
applicable) to any one Participant except for a Director under the Plan for a calendar year is
[1,012,500] shares of Common Stock or, in the event the Award is paid in cash, [$5,000,000];
and (ii) the maximum number of shares of Common Stock subject to Awards granted during a single
calendar year to any Director, taken together with any cash fees paid to such Director, or a
current or deferred basis (inclusive of any premium associated with the deferral of fees, if
applicable) shall not exceed



$500,000 in total value (calculating the value of any such Award based on the grant date fair
value of such Awards computed in accordance with ASC Topic 718).



ARTICLE 7 RESERVED




ARTICLE 8 STOCK OPTIONS




Section 8.1 In General. Awards may be granted in the form of stock options. These stock
options may be incentive stock options within the meaning of Section 422 of the Code or
non-qualified stock options (i.e., stock options which are not incentive stock options), or a
combination of both.



Section 8.2 Terms and Conditions of Stock Options. An option shall be exercisable in
accordance with such terms and conditions and at such times and during such periods as may be
determined by the Committee. The price at which Common Stock may be purchased upon exercise of
a stock option shall be not less than 100 percent of the



Fair Market Value of the Common Stock, as determined by the Committee, on the Effective
Date of the option’s grant. In addition, the term of a stock option may not exceed ten years.



Section 8.3 Restrictions Relating to Incentive Stock Options. Stock options issued in the
form of incentive stock options shall, in addition to being subject to the terms and conditions
of Section 8.2, comply with Section 422 of the Code. Accordingly, the aggregate Fair Market
Value (determined at the time the option was granted) of the Common Stock with respect to which
incentive stock options are exercisable for the first time by a Participant during any calendar
year (under this Plan or any other plan of the Company) shall not exceed $100,000 (or such
other limit as may be required by Section 422 of the Code).



Section 8.4 Exercise. Upon exercise, the option price of a stock option may be paid in
cash, or, to the extent permitted by the Committee, through net settlement in shares or through
tendering, by either actual delivery of shares or by attestation, shares of Common Stock, a
combination of the foregoing, or such other consideration as the Committee may deem appropriate.
The Committee shall establish appropriate methods for accepting Common Stock, whether
restricted or unrestricted, and may impose such conditions as it deems appropriate on the use of
such Common Stock to exercise a stock option. Stock options awarded under the Plan may also be
exercised by way of a broker-assisted stock option exercise program, if any, provided such
program is available at the time of the option’s exercise. Notwithstanding the foregoing or the
provision of any Award Notice, a Participant may not pay the exercise price of a stock option
using shares of Common Stock if, in the opinion of counsel to the Company, there is a
substantial likelihood that the use of such form of payment would result in accounting treatment
to the Company under generally accepted accounting principles that the Committee reasonably
determines is adverse to the Company.



ARTICLE 9




STOCK APPRECIATION RIGHTS




Section 9.1 In General. Awards may be granted in the form of stock appreciation rights
(“SARs”). SARs entitle the Participant to receive a payment equal to the appreciation in a
stated number of shares of Common Stock from the exercise price to the Fair Market Value of the
Common Stock on the date of exercise. The “exercise price” for a particular SAR shall be defined
in the Award Notice for that SAR. An SAR may be granted in tandem with all or a portion of a
related stock option under the Plan (“Tandem SARs”), or may be granted separately (“Freestanding
SARs”). A Tandem SAR may be granted either at the time of the grant of the related stock option
or at any time thereafter during the term of the stock option.



Section 9.2 Terms and Conditions of Tandem SARs. A Tandem SAR shall be exercisable to the
extent, and only to the extent, that the related stock option is exercisable, and the “exercise
price” of such a SAR (the base from which the value of the SAR is measured at its exercise)
shall be the option price under the related stock option.



However, at no time shall a Tandem SAR be issued if the option price of its related stock
option is less than the Fair Market Value of the Common Stock, as determined by the Committee,
on the Effective Date of the Tandem SAR’s grant. If a related stock option is exercised as to
some or all of the shares covered by the Award, the related Tandem SAR, if any, shall be
canceled automatically to the extent of the number of shares covered by the stock option
exercise. Upon exercise of a Tandem SAR as to some or all of the shares covered by the Award,
the related stock option shall be canceled automatically to the extent of the number of shares
covered by such exercise. Moreover, all Tandem SARs shall expire not later than ten years from
the Effective Date of the SAR’s grant.



Section 9.3 Terms and Conditions of Freestanding SARs. Freestanding SARs shall be
exercisable or automatically mature in accordance with such terms and conditions and at such
times and during such periods as may be determined by the Committee. The exercise price of a
Freestanding SAR shall be not less than 100 percent of the Fair Market Value of the Common
Stock on the Effective Date of the Freestanding SAR’s grant. Moreover, all Freestanding SARs
shall expire not later than ten years from the Effective Date of the Freestanding SAR’s grant.



Section 9.4 Deemed Exercise. The Committee may provide that a SAR shall be deemed to be
exercised at the close of business on the scheduled expiration date of such SAR if at such time
the SAR by its terms remains exercisable and, if so exercised, would result in a payment to the
holder of such SAR.



Section 9.5 Payment. Unless otherwise provided in an Award Notice, an SAR may be paid in
cash, Common Stock or any combination thereof, as determined by the Committee, in its sole and
absolute discretion, at the time that the SAR is exercised.



ARTICLE 10 STOCK AWARDS




Section 10.1 Grants. Awards may be granted in the form of Stock Awards. Stock Awards shall
be awarded in such numbers and at such times during the term of the Plan as the Committee shall
determine.



Section 10.2 Performance Criteria. For Stock Awards conditioned, restricted and/or limited
based on performance criteria, the length of the performance period, the performance objectives
to be achieved during the performance period, and the measure of whether and to what degree
such objectives have been attained shall be conclusively determined by the Committee in the
exercise of its absolute discretion. Performance objectives may be revised by the Committee, at
such times as it deems appropriate during the performance period, in order to take into
consideration any unforeseen events or changes in circumstances.



Section 10.3 Rights as Stockholders. During the period in which any restricted shares of
Common Stock are subject to any restrictions, the Committee may, in its sole discretion, deny a
Participant to whom such restricted shares have been awarded all or any of the rights of a
stockholder with respect to such shares, including, but not by way of limitation, limiting the
right to vote such shares or the right to receive dividends on such shares.



Section 10.4 Evidence of Award. Any Stock Award granted under the Plan may be evidenced in
such manner as the Committee deems appropriate, including, without limitation, book-entry
registration or issuance of a stock certificate or certificates, with such restrictive legends
and/or stop transfer instructions as the Committee deems appropriate.



ARTICLE 11 RESTRICTED STOCK UNIT
AWARDS



Section 11.1 Grants. Awards may be granted in the form of Restricted Stock Unit Awards.
Restricted Stock Unit Awards shall be awarded in such numbers and at such times during the term
of the Plan as the Committee shall determine.



Section 11.2 Rights as Stockholders. Until the shares of Common Stock to be received
upon the vesting of such Restricted Stock Unit Award are actually received by a Participant,
the Participant shall have no rights as a stockholder with respect to such shares.



Section 11.3 Evidence of Award. A Restricted Stock Unit Award granted under the
Plan may be recorded on the books and records of G&W in such manner as the Committee deems
appropriate.



ARTICLE 12 PERFORMANCE UNITS




Section 12.1 Grants. Awards may be granted in the form of performance units. Performance
units, as that term is used in this Plan, shall refer to units valued by reference to designated
criteria established by the Committee, other than Common Stock.



Section 12.2 Performance Criteria. Performance units shall be contingent on the
attainment during a performance period of certain performance objectives. The length of the
performance period, the performance objectives to be achieved during the performance period,
and the measure of whether and to what degree such objectives have been attained shall be
conclusively determined by the Committee in the exercise of its absolute discretion.
Performance objectives may be revised by the Committee, at such times as it deems appropriate
during the performance period, in order to take into consideration any unforeseen events or
changes in circumstances.



ARTICLE 13 PAYMENT OF AWARDS




Section 13.1 Payment. Absent a Plan or Award Notice provision to the contrary, payment of
Awards may, at the discretion of the Committee, be made in cash, Common Stock, a combination of
cash and Common Stock, or any other form of property as the Committee shall determine. In
addition, payment of Awards may include such terms, conditions, restrictions and/or
limitations, if any, as the Committee deems appropriate, including, in the case of Awards paid
in the form of Common Stock, restrictions on transfer and forfeiture provisions; provided,
however, such terms, conditions, restrictions and/or limitations are not inconsistent with the
Plan.



Section 13.2 Withholding Taxes. The Company shall be entitled to deduct from any payment
under the Plan, regardless of the form of such payment, the amount of all applicable income and
employment taxes required by law to be withheld with respect to such payment or may require the
Participant to pay to it such tax prior to and as a condition of the making of such payment. In
accordance with any applicable administrative guidelines it establishes, the Committee may allow
a Participant to pay the amount of taxes required by law to be withheld from an Award by
withholding from any payment of Common Stock due as a result of such Award, or by permitting the
Participant to deliver to G&W, shares of Common Stock having a Fair Market Value equal to the
minimum amount of such required withholding taxes (or, to the extent permitted by the Committee,
such greater amount reflecting the Participant’s actual taxes on such Award). Notwithstanding
the foregoing or the provision of any Award Notice, a Participant may not pay the amount of
taxes required by law to be withheld using shares of Common Stock if, in the opinion of counsel
to the Company, there is a substantial likelihood that the use of such form of payment would
result in adverse accounting treatment to the Company under generally accepted accounting
principles.



ARTICLE 14




DIVIDEND AND DIVIDEND EQUIVALENTS




If an Award is granted in the form of a Stock Award or stock option, or in the form of any
other stock-based grant, the Committee may choose, at the time of the grant of the Award or any
time thereafter up to the time of the Award’s payment, to include as part of such Award an
entitlement to receive dividends or dividend equivalents, subject to such terms, conditions,
restrictions and/or limitations, if any, as the Committee may establish; provided



that no dividend or dividend equivalents shall be paid on unvested performance-vesting
Awards before such awards vest. Dividends and dividend equivalents shall be paid in such form
and manner (i.e., lump sum or installments), and at such time(s) as the Committee shall
determine. All dividends or dividend equivalents which are not paid currently may, at the
Committee’s discretion, accrue interest, be reinvested into additional shares of Common Stock
or, in the case of dividends or dividend equivalents credited in connection with Stock Awards,
be credited as additional Stock Awards and paid to the Participant if and when, and to the
extent that, payment is made pursuant to such Award.



ARTICLE 15 DEFERRAL OF
AWARDS



Subject to Section 16.8, at the discretion of the Committee, payment of any Award; salary
or bonus compensation; or Company board compensation; dividend or dividend equivalent, or any
portion thereof, may be deferred by a Participant until such time as the Committee may
establish. All such deferrals shall be accomplished by the delivery of a written, irrevocable
election by the Participant prior to the time established by the Committee for such purpose,
on a form provided by the Company. Further, all deferrals shall be made in accordance with
administrative guidelines established by the Committee to ensure that such deferrals comply with
all applicable requirements of the Code. Deferred payments shall be paid in a lump sum or
installments, as determined by the Committee. Deferred Awards may also be credited with
interest, at such rates to be determined by the Committee, or invested by the Company, and, with
respect to those deferred Awards denominated in the form of Common Stock, credited with
dividends or dividend equivalents.



ARTICLE 16 MISCELLANEOUS




Section 16.1 Nonassignability. Except as otherwise provided in an Award Notice, no Awards
or any other payment under the Plan shall be subject in any manner to alienation, anticipation,
sale, transfer (except by will or the laws of descent and distribution), assignment or pledge,
nor shall any Award be payable to or exercisable by anyone other than the Participant to whom
it was granted.



Section 16.2 Regulatory Approvals and Listings. Notwithstanding anything contained in this
Plan to the contrary, G&W shall have no obligation to issue or deliver certificates of Common
Stock evidencing Stock Awards or any other Award resulting in the payment of Common Stock prior
to (i) the obtaining of any approval from any governmental agency which G&W shall, in its sole
discretion, determine to be necessary or advisable, (ii) the admission of such shares to
listing on the stock exchange on which the Common Stock may be listed, and (iii) the completion
of any registration or other qualification of said shares under any state or federal law or
ruling of any governmental body which G&W shall, in its sole discretion, determine to be
necessary or advisable.



Section 16.3 No Right to Continued Employment or Grants. Participation in the Plan shall
not give any Participant the right to remain in the employ or other service of the Company. The
Company reserves the right to terminate the employment or other service of a Participant at any
time. Further, the adoption of this Plan shall not be deemed to give any Employee, Director or
any other individual any right to be selected as a Participant or to be granted an Award. In
addition, no Employee, Director or any other individual having been selected for an Award,
shall have at any time the right to receive any additional Awards.



Section 16.4 Amendment/Termination. The Committee may suspend or terminate the Plan at any
time for any reason with or without prior notice. In addition, the Committee may, from time to
time for any reason and with or without prior notice, amend the Plan in any manner, but may not
without stockholder approval adopt any



amendment which would require the vote of the stockholders of G&W if such approval is
necessary or deemed advisable with respect to tax, securities, or other applicable laws or
regulations, including, but not limited to, the listing requirements of the stock exchanges on
which the securities of G&W are listed. Notwithstanding the foregoing, without the consent of a
Participant (except as otherwise provided in Section 6.2), no amendment may materially and
adversely affect any of the rights of such Participant under any Award theretofore granted to
such Participant under the Plan. No Awards shall be granted under the Plan after April 2, 2028,
but Awards theretofore granted may extend beyond that date.



This Plan and Awards issued hereunder shall be interpreted in accordance with Section 409A
of the Code and Department of Treasury regulations and other interpretative guidance issued
thereunder, including without limitation any such regulations or other guidance that may be
issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in
the event that the Committee determines that any amounts payable hereunder will be taxable to a
Participant under Section 409A of the Code and related Department of Treasury guidance prior to
payment to such Participant of such amount, the Company may (a) adopt such amendments to the
Plan and Awards and appropriate policies and procedures, including amendments and policies with
retroactive effect, that the Committee determines necessary or appropriate to preserve the
intended tax treatment of the benefits provided by the Plan and Awards hereunder and/or (b)
take such other actions as the Committee determines necessary or appropriate to avoid the
imposition of an additional tax under Section 409A of the Code.



Section 16.5 Governing Law. The Plan shall be governed by and construed in accordance with
the laws of the State of New York, except as superseded by applicable federal law, without
giving effect to its conflicts of law provisions.



Section 16.6 No Right, Title, or Interest in Company Assets. No Participant shall have any
rights as a stockholder as a result of participation in the Plan until the date of issuance of
a stock certificate in his or her name, and, in the case of restricted shares of Common Stock,
such rights are granted to the Participant under the Plan. To the extent any person acquires a
right to receive payments from the Company under the Plan, such rights shall be no greater than
the rights of an unsecured creditor of the Company and the Participant shall not have any
rights in or against any specific assets of the Company. All of the Awards granted under the
Plan shall be unfunded.



Section 16.7 No Guarantee of Tax Consequences. No person connected with the Plan in any
capacity, including, but not limited to, the Company and its directors, officers, agents and
employees, makes any representation, commitment, or guarantee that any tax treatment,
including, but not limited to, federal, state and local income, estate and gift tax treatment,
will be applicable with respect to the tax treatment of any Award, any amounts deferred under
the Plan, or paid to or for the benefit of a Participant under the Plan, or that such tax
treatment will apply to or be available to a Participant on account of participation in the
Plan.



Section 16.8 Section 409A. Notwithstanding other provisions of the Plan or any Award
agreements thereunder, no Award shall be granted, deferred, accelerated, extended, paid out or
modified under this Plan in a manner that would result in the imposition of an additional tax
under Section 409A of the Code upon a Participant. In the event that it is reasonably
determined by the Committee that, as a result of Section 409A of the Code, payments in respect
of any Award under the Plan may not be made at the time contemplated by the terms of the Plan
or the relevant Award agreement, as the case may be, without causing the Participant holding
such Award to be subject to taxation under Section 409A of the Code, the Company will make such
payment on the first day that would not result in the Participant incurring any tax liability
under Section 409A of the Code. The Company shall use commercially reasonable efforts to
implement the provisions of this Section 16.8 in good faith; provided that neither the Company,



the Committee nor any of the Company’s employees, directors or representatives shall have
any liability to Participants with respect to this Section 16.8.



Section 16.9 Successors and Assigns. The Plan shall be binding on all successors and
assigns of the Company and a Participant, including without limitation, the estate of such
Participant and the executor, administrator or trustee of such estate, or any receiver or
trustee in bankruptcy or representative of the Participant’s creditors.



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