separation_agreement






        VP/#56000596   EMPLOYMENT AGREEMENT  This Employment Agreement (the “Agreement”) is entered into as of October 1, 2022 (the  “Effective Date”) between GATX Corporation, a New York corporation (the “Company”), and Necati  Gokce Tezel (the “Executive”).  WHEREAS, the Company desires to employ the Executive, and the Executive desires to be  employed by the Company per the terms and conditions of this Agreement, during the period commencing  on the Effective Date and continuing through 5:00 PM local time in Amsterdam, Netherlands on June 30,  2023 (the “End Date”).  NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein  and for other good and valuable consideration, the sufficiency and receipt of which are hereby  acknowledged, the parties to this Agreement agree as follows:  1. Term.  The Company will employ the Executive for the period from the Effective Date through the  End Date, unless employment is earlier terminated per Section 5 below (the period of employment,  the “Term” and the last day of the Term, the “Separation Date”). Nothing in this Agreement is  intended to affect the terms and conditions of the Executive’s employment with the Company  before the Term begins.  2. Titles.  (a) Effective October 1, 2022, the Executive shall have solely the title of Strategic  Advisor, and shall hold such title through the Separation Date.  (b) The Executive will report to the Chief Executive Officer of the Company or the  delegate thereof (as applicable, the “CEO”).  The Executive will have such duties,  authority and responsibility as are consistent with the Executive’s transitioning out of  the Company during the Term.  (c) The Executive:  (i) may serve as an officer or director of, or otherwise participate in,  solely educational, welfare, social, religious and civic organizations; (ii) may be a  passive owner of less than 3% of any class of stock or interest of a publicly traded  corporation, so long as the Executive has no active participation in the business of  such entity; and (iii) with the prior written consent of the CEO, which consent shall  not be unreasonably withheld, may serve on the board of directors of, and provide  consulting services to, other businesses.    3. Salary and Benefits.  (a) Base Salary.  During the Term, the Company will pay to the Executive a base salary  at the same rate as in place on the Effective Date (the “Base Salary”), payable in  accordance with the Company’s payroll policy.  (b) Employee Benefits.  During the Term, the Executive will be entitled to participate in  the Company’s employee benefit plans generally available to senior employees of the  Company, in accordance with the terms of such plans. Nothing in this Agreement will  restrict the right of the Company to amend, modify or terminate programs already in  existence or hereafter adopted for senior employees of the Company.  DocuSign Envelope ID: C7F34DFC-DF23-4AA8-B3FA-47061DD7598F 





 






 2   VP/#56000596   (c) Vacation Time.  During the Term, the Executive will accrue vacation time, in  accordance with applicable Company policy.  (d) Expense Reimbursement.  In accordance with Company policies and procedures, the  Company will reimburse the Executive for all proper expenses incurred by the  Executive in the performance of his duties during the Term.     (e) Expatriate Agreement.  The terms of the June 3, 2020 agreement between the  Executive and GATX Corporation (the “Expatriate Agreement”) shall be honored  during the Term. Consistent with the terms of the Expatriate Agreement, upon the  Separation Date (but excluding a Separation Date due to a termination for Cause), the  Executive shall be provided:  (i) Continued expatriate housing benefits for sixty (60) days after the Separation  Date (or, if earlier, until July 31, 2023) (such continuation, the “Full Housing  Benefit”); provided, however, if the Separation Date is due to the Executive’s  resignation more than sixty (60) days prior to the End Date, then, after  provision of the Full Housing Benefit, the Executive may continue, until  June 30, 2023, to reside in the Amsterdam housing provided to the Executive  by the Company as of the Separation Date, with such continued residence  contingent upon the Executive reimbursing the Company for the full monthly  cost of such residence (rent, utilities, fees and taxes, as applicable), with each  payment to the Company made no later than fourteen (14) days after the  Company notifies the Executive (which notice may be by email) of such  monthly cost (this continued residence arrangement, after the Full Housing  Benefit, the “Continued Residence”);   (ii) Continued expatriate automobile benefits for sixty (60) days after the  Separation Date (or, if earlier, until July 31, 2023) (such continuation, the  “Full Automobile Benefit”); provided, however, if the Separation Date is  due to the Executive’s resignation more than sixty (60) days prior to the End  Date, then, after provision of the Full Automobile Benefit, the Executive may  continue, until June 30, 2023, to have use of the automobile provided to the  Executive by the Company as of the Separation Date, with such continued use  contingent upon the Executive reimbursing the Company for the full monthly  cost of such automobile (e.g., lease, taxes, insurance, as applicable), with each  payment to the Company made no later than fourteen (14) days after the  Company notifies the Executive (which notice may be by email) of such  monthly cost;   (iii) The tax equalization program through the last year in which taxable wages  attributable to the Executive’s GATX assignment to Netherlands, Austria, and  Russia are reported on the Executive’s global compensation. The housing,  automobile, education allowance, cost of living adjustment, and relocation  reimbursements will be provided to the Executive on a net basis, and the  Company will be responsible for the taxes on the assignment benefits. Such  arrangement will continue to apply for the period of the continued housing  and automobile benefits per the terms of Sections 3(e)(i) and 3(e)(ii). If the  Executive’s equity award (including the stock appreciation rights) and/or  payments detailed under Section 6 of this Agreement trigger subsequent  income tax fillings in countries where the Executive was on an international  DocuSign Envelope ID: C7F34DFC-DF23-4AA8-B3FA-47061DD7598F 





 






 3   VP/#56000596   assignment with GATX, the Company agrees to provide tax equalization to  keep the Executive tax neutral to Florida, United States. The Company will  continue to pay for the preparation of home and host country income tax  returns during these years. The host income tax liability will be borne by the  Company, and the Executive will return such benefit to the Company through  tax equalization settlement. If, in the event of the Executive’s separation from  the Company, the Executive finds another opportunity outside the United  States, the Executive has the right to keep the foreign tax credit (“FTC”) for  the taxes that the Executive paid during the year.  In determining the split of  FTC utilization between those the Executive paid and those paid by the  Company, FTCs will be used on a First In – First Out basis, and, when paid  in the same year, the Company’s paid FTCs will be utilized first. The  Company agrees that the Executive will return the Company generated  foreign tax credits to the Company until the conclusion of the tax equalization  program.  Upon conclusion of the tax equalization program, the Executive  will be the sole owner of the foreign tax credit carryover including the foreign  taxes borne by the Company.   (iv) Reimbursement of coach/economy class airfare for a return trip to the U.S.  for the Executive and his family, including incidental expenses en route;  provided that such expenses are incurred either within three (3) months of the  Separation Date, or, if later, within three (3) months of the end of the  Continued Residence, and substantiation of expenses is provided to the  Company within thirty (30) days of incurring such expenses; and   (v) Coverage of all reasonable relocation expenses and reasonable expenses  incurred for insuring and shipping personal effects back to U.S., including  import duties and other expenses necessary for actual delivery of goods;  provided that such expenses are incurred either within three (3) months of the  Separation Date or, if later, within three (3) months of the end of the  Continued Residence, and substantiation of expenses is provided to the  Company within thirty (30) days of the Executive’s being invoiced for such  expenses.  (f) CoC Agreement.  Reference is made to the Agreement for Employment Following a  Change of Control, dated March 1, 2018, between the Company and the Executive  (the “CoC Agreement”).  If: (i) a Change of Control as defined in the CoC Agreement  has occurred on or prior to September 30, 2022 and (ii) the Executive’s employment  is terminated in a termination resulting in the Executive becoming eligible for  payments and benefits pursuant to Section 6 of the CoC Agreement, then the  provisions of Section 6 of the CoC Agreement regarding the Executive’s eligibility to  receive certain severance payments and benefits shall govern and the terms of  Section 6 of this Agreement shall have no force or effect.  If a Change of Control has  not occurred on or prior to September 30, 2022, then the CoC Agreement shall have  no force or effect and the Executive will have no claim for payments or benefits under  the CoC Agreement.  4. Incentive Compensation.  (a) COIP.  The Executive will be paid a prorata portion of his Corporate Officer Incentive  Program (the “COIP”) bonus for 2022.  Such prorata payment will equal three-fourths  DocuSign Envelope ID: C7F34DFC-DF23-4AA8-B3FA-47061DD7598F 





 






 4   VP/#56000596   (3/4) of the Executive’s actual full 2022 COIP payment and will be paid when 2022  COIP payments are generally made, which is anticipated to be February 2023.     (b) Outstanding Equity Awards.  (i) Any award held by the Executive as of the Effective Date per an Equity-Based  Award Agreement (as defined below) shall continue to vest during the Term  per the terms of the applicable Equity-Based Award Agreement. Nothing in  this Agreement is intended to affect any of the Executive’s rights under the  Equity-Based Award Agreement.  (ii) “Equity-Based Award Agreement” means each of the Executive’s award  agreements under the GATX Corporation Incentive Award Plan (the “Stock  Plan”), including, but not limited to, any Performance Share Agreement and  any Option Agreement.  5. Termination.  (a) End Date.  Unless earlier terminated as provided herein, the Term will terminate on  the End Date.  Such termination on the End Date shall be deemed a termination of  employment by the Company “without Cause” for purposes of the Company’s  compensation and benefit plans (including each outstanding Equity-Based Award  Agreement).  (b) Death or Disability.  The Term will terminate immediately upon the death or  Disability of the Executive.  In such event, the Company will pay the Executive or his  Beneficiary (per Section 11(b) below) per the terms of Section 6 below. “Disability”  means the Executive qualifies for disability income benefits under the GATX Long  Term Disability Income Plan.  (c) By the Executive.  The Term may be terminated by the Executive for any reason upon  seven (7) days’ advance written notice to the Company.  Any such termination shall  be construed as a termination of employment by the Company “without Cause” for  purposes of the Company’s compensation and benefit plans (including each  outstanding Equity-Based Award Agreement).  (d) For Cause.  The Company may terminate the Term for Cause, effective immediately,  by written notice of termination given to the Executive setting forth in good faith the  basis for such termination.    (i) For the purposes of this Agreement, “Cause” shall mean:  (x) the willful and  continued failure of the Executive to perform substantially the Executive’s  duties with the Company or one of its affiliates (other than any such failure  resulting from incapacity due to physical or mental illness), after a written  demand for substantial performance is delivered to the Executive by the CEO  which specifically identifies the manner in which the CEO believes in good  faith that the Executive has not substantially performed the Executive’s  duties; or (y) the engaging by the Executive in illegal conduct or gross  misconduct which is materially and demonstrably injurious to the Company.  DocuSign Envelope ID: C7F34DFC-DF23-4AA8-B3FA-47061DD7598F 





 






 5   VP/#56000596   (ii) For purposes of Section 5(d)(i) above, no act or failure to act, on the part of  the Executive, shall be considered “willful” unless it is done, or omitted to be  done, by the Executive in bad faith or without reasonable belief that the  Executive’s action or omission was in the best interests of the Company.  Any  act, or failure to act, based upon: (x) authority given pursuant to a resolution  duly adopted by the Board of Directors of the Company, or (y)  the written  instructions or written concurrence of the CEO, or (z)  the written advice of  counsel for the Company, shall be conclusively presumed to be done, or  omitted to be done, by the Executive in good faith and in the best interests of  the Company.    (e) Effecting Termination.  As of the Separation Date, the Executive agrees that the  Secretary of the Company may, as an irrevocable proxy and in the Executive’s name  and stead, execute all documents and things which the Company deems necessary and  desirable to effect the Executive’s resignation as an officer of the Company and its  subsidiaries and affiliates.  During any applicable statute of limitations period, the  Company agrees to continue and maintain a directors and officers liability insurance  policy covering the Executive to the applicable extent as follows:  (1) to the same  extent the Company provides such coverage for its executive officers in active service,  or (2) in the event the Company ceases to have any executive officer in active service,  then to the same extent the Company provides such coverage for any former executive  officer whose period of active service with the Company overlaps with the  Executive’s period of active service with the Company.  (f) Copy of Restrictive Covenants. The Executive agrees that, prior to the  commencement of any new employment, the Executive will furnish the prospective  new employer with a copy of the text of Sections 8(a), 8(b), and 8(c) of this Agreement  which constitute the restrictive covenant obligation the Executive has to the Company  (the “Restrictive Covenant Text”).  The Executive also agrees that the Company  may advise any prospective new employer of the Executive of the existence and terms  of such restrictive covenants and furnish the prospective new employer with a copy  of the Restrictive Covenant Text.  6. Payments and Benefits Upon Termination.  (a) Accrued Amounts.  Upon a Separation Date per any of Sections 5(a) – 5(d) above, the  Executive or his Beneficiary will be entitled to receive the following payments and  benefits (collectively, the “Accrued Amounts”):  (i) Any accrued but unpaid Base Salary and accrued but unused vacation, which  will be paid no later than the payday no less than seven (7) days after the  Separation Date, in accordance with the Company’s customary payroll  practices, or such earlier date as may be required by law;  (ii) Reimbursement for unreimbursed business expenses properly incurred by the  Executive, which will be subject to and paid in accordance with the  Company’s expense reimbursement policy; and  (iii) Any employee benefits (including equity-based compensation and, if elected  by the Executive, COBRA continuation insurance coverage) to which the  DocuSign Envelope ID: C7F34DFC-DF23-4AA8-B3FA-47061DD7598F 





 






 6   VP/#56000596   Executive may be entitled under the plans or policies of the Company as of  the Separation Date.  (b) Separation Payments.  Upon termination of the Term upon the End Date per  Section 5(a) (titled “End Date”) and contingent upon the Executive: (i) continuing to  abide by the provisions of Section 8 herein; (ii) returning the Company-provided  automobile to the Company and vacating the Company-provided residence, in each  case no later than July 31, 2023; (iii) complying, as needed, with Section 12(c)(ii)  below; and (iv) signing and returning a release of claims (the “Release”) (such  Release to be provided to the Executive on or about the termination date, in a form  substantially similar to Attachment A hereto), within the period of time set forth  therein (and without revoking such Release), the Executive shall receive the following  payments and benefits (the “Separation Package”) in addition to the Accrued  Amounts:   (i) payments at the rate of the Base Salary for six (6) months (the gross value of  such salary continuation payments equal to two hundred thirty-six thousand,  four hundred dollars ($236,400));   (ii) a lump sum payment of two hundred eighty-three thousand, six hundred  eighty dollars ($283,680); and  (iii) outplacement services through Robertson Lowstuter, Inc.  (c) Resignation Payments.  Upon termination of the Term per Section 5(c) above (titled  “By the Executive”) and contingent upon the Executive (i) continuing to abide by the  provisions of Section 8 herein; (ii) returning the Company-provided automobile to the  Company and vacating the Company-provided residence, in each case no later than  June 30, 2023; (iii) complying, as needed, with Section 12(c)(ii) below; and  (iv) signing and returning the Release, within the period of time set forth therein (and  without revoking such Release), the Executive shall receive the following (the  “Resignation Package”) in addition to the Accrued Amounts:   (i) payments at the rate of the Base Salary for the number of months provided in  the below chart:  Month in which Separation  Date Occurs    Number of Months of  Salary Continuation    Gross Value of Salary  Continuation Payments  October 2022  12  $472,800  November 2022  11  $433,400  December 2022  10  $394,000  January 2023  9  $354,600  February 2023  8  $315,200  March 2023  7  $275,800  April 2023  6  $236,400  May 2023  6  $236,400  June 2023  6  $236,400    (ii) a lump sum payment of two hundred eighty-three thousand, six hundred  eighty dollars ($283,680);  DocuSign Envelope ID: C7F34DFC-DF23-4AA8-B3FA-47061DD7598F 





 






 7   VP/#56000596   (iii) if the Separation Date is on or prior to January 15, 2023, a lump-sum payment  of two hundred, twenty-five thousand dollars ($225,000), to be paid on the  Company’s first regular payroll date following the later of (x) two months  following the Separation Date or (y) January 15, 2023; and  (iv) outplacement services through Robertson Lowstuter, Inc.  (d) Death or Disability Payments.  Upon termination of the Term per Section 5(b) (titled  “Death or Disability”), and contingent upon (i) the Executive continuing to abide by  the provisions of Section 8 herein; and (ii) the Executive (or, as applicable, the  Beneficiary): (x) returning the Company-provided automobile to the Company and  vacating the Company-provided residence, in each case no later than sixty (60) days  after the Separation Date; (y) complying, as needed, with the requirements of  Section 12(c)(ii) below; and (z) signing and returning the Release, within the period  of time set forth therein (and without revoking such Release), the Executive or the  Beneficiary, as applicable, shall receive the following payments (the “Death or  Disability Payments”) in addition to the Accrued Amounts:   (i) payments at the rate of the Base Salary for six (6) months (the gross value of  such salary continuation payments equal to two hundred thirty-six thousand,  four hundred dollars ($236,400)); and  (ii) a lump sum payment of two hundred eighty-three thousand, six hundred  eighty dollars ($283,680).  7. Acknowledgments.  The Executive understands and agrees that he would not otherwise be eligible  for, or entitled to, any of the Separation Package, Resignation Package, or Death or Disability  Payments if he did not enter into this Agreement.  Further, by signing this Agreement, the Executive  agrees that he is not entitled to any additional payments and/or benefits that are not specifically  listed in this Agreement, except for those benefits in which he has a vested right pursuant to the  terms of the applicable Company plans or policies, or per applicable law.  8. Restrictive Covenants; Trade Secrets and Confidential Information; Cooperation.  (a) Non-Competition.  During the one (1)-year period following the Separation Date, the  Executive may not provide services in any capacity (i.e., as an employee, consultant,  independent contractor, board member, etc., and regardless of whether paid or unpaid)  to: (x) Trinity Industries, Inc. (“Trinity”), any subsidiary of Trinity, or any successor  of Trinity or a subsidiary of Trinity, or (y) Greenbrier Leasing Company  (“Greenbrier”), any subsidiary of Greenbrier, or any successor of Greenbrier or a  subsidiary of Greenbrier.  (b) Non-Solicitation.  During the one (1)-year period following the Separation Date, the  Executive, as well any agent, representative or affiliate of the Executive, will not,  directly or indirectly: (i) solicit for employment or a consulting relationship,  (ii) otherwise seek employment or a consulting relationship from, or (iii) induce to  leave the Company’s employ or service, any person who currently is an officer,  director or employee of, or a consultant to, the Company, or who had any such status  during the six (6)-month period preceding the then-current date; provided that this  Section 8(b) shall not be violated by general advertising or solicitation not specifically  targeted at the Company.  DocuSign Envelope ID: C7F34DFC-DF23-4AA8-B3FA-47061DD7598F 





 






 8   VP/#56000596   (c) Confidentiality.  The Executive acknowledges and agrees that the Company’s  business depends to a significant degree upon the possession of information which is  not generally known to others, and that the profitability of the business of the  Company requires that this information remain proprietary to the Company.  The  Executive will not, except as required in the course of employment by the Company,  disclose or use during or subsequent to the course of employment, any trade secrets  or confidential or proprietary information relating to the business of the Company of  which the Executive becomes aware by reason of being employed by the Company  or to which the Executive gains access during his employment by the Company and  which has not been publicly disclosed (other than by the Executive in breach of this  provision).  Such information includes client and customer lists, data, records,  computer programs, manuals, processes, methods and intangible rights which are  either developed by the Executive during the course of employment or to which the  Executive has access.  All records and equipment and other materials relating in any  way to any confidential information relating to clients or to the business of the  Company will be and remain the sole property of the Company during and after the  end of employment.  Notwithstanding the foregoing, the Executive may comply with  legal process or governmental inquiry after, to the extent legally permitted, giving the  Company written notice of record thereof.  Upon termination of employment, the  Executive will promptly return to the Company all materials and all copies or tangible  embodiments of materials involving any confidential information in the Executive’s  possession or control.  Notwithstanding anything herein to the contrary, under the Federal Defend Trade  Secrets Act of 2016, an individual may not be held criminally or civilly liable under  any Federal or State trade secret law for the disclosure of a trade secret that (A) is  made (i) in confidence to a Federal, State, or local government official, either directly  or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or  investigating a suspected violation of law; or (B) is made in a complaint or other  document filed in a lawsuit or other proceeding, if such filing is made under seal.  An  individual who files a lawsuit for retaliation by an employer for reporting a suspected  violation of law may disclose the trade secret to the attorney of the individual and use  the trade secret information in the court proceeding if the individual files any  document containing the trade secret under seal and does not disclose the trade secret  except pursuant to court order.  Nothing herein is intended, or should be construed, to  affect the immunities created by the Defend Trade Secrets Act of 2016.  The Executive further agrees, subject to the above provisions and to Section 10(b)  below, that the Executive shall not make statements or disclosures regarding alleged  discrimination, harassment or retaliation by the Company; certifies that the Executive  wishes to maintain the confidentiality of information concerning any such alleged  unlawful discrimination, harassment or retaliation and that doing so is the Executive’s  preference and confirms that such confidentiality is to the mutual benefit of the  Executive and the Company; and certifies that the Executive has received bargained  for consideration in exchange for the confidentiality promise the Executive makes in  this Section 8(c).  (d) Agreement to be Available in Future Proceedings.  During the Term and thereafter,  the Executive agrees, subject to the advice of legal counsel, to voluntarily make  himself reasonably available to the Company and its legal counsel, at the Company’s  request, without the necessity of obtaining a subpoena or court order, in the  DocuSign Envelope ID: C7F34DFC-DF23-4AA8-B3FA-47061DD7598F 





 






 9   VP/#56000596   Company’s investigation, preparation, prosecution and/or defense of any actual or  potential legal proceeding, regulatory action, or internal matter.  Subject to the advice  of legal counsel, the Executive agrees to provide any information reasonably within  the Executive’s recollection. Payment or reimbursement of the Executive’s  reasonable expenses, including reasonable reimbursement for the Executive’s time,  incurred in connection with activity under this subsection (d) will be made by the  Company promptly and in no event later than December 31 of the year following the  year in which such expenses were incurred.  9. Right to Injunctive Relief.  The Executive acknowledges that the Executive’s services to the  Company are of a unique character which gives them a special value to the Company, the loss of  which cannot reasonably or adequately be compensated in damages in an action at law, and that a  breach of Section 8 of this Agreement or any restrictive covenant referenced herein will result in  irreparable and continuing harm to the Company and that therefore, in addition to any other remedy  which the Company may have at law or in equity, the Company will be entitled to seek injunctive  relief in court (without posting of a bond) for a breach of this Agreement by the Executive.  For  any matter not required to be submitted to arbitration, the parties each hereby consent to exclusive  jurisdiction and venue for all purposes in the state courts located in Cook County, Illinois, or the  United States District Court for the Northern District of Illinois.  10. Release of Claims.  (a) Release.  The Executive, and anyone claiming through him or on his behalf, hereby  waives and releases the Company with respect to any and all claims, whether currently  known or unknown, that the Executive now has or have ever had against the Company  arising from or related to any act, omission, or thing occurring or existing at any time  prior to or on the date on which the Executive signs this Agreement.  Without limiting  the generality of the foregoing, the claims waived and released by the Executive  hereunder include, but are not limited to:  (i) All claims arising out of or related in any way to his employment,  compensation, other terms and conditions of employment, or termination  from employment, including, without limitation, claims arising out of any  employment agreements, severance plans or policies or any other employee  benefit plans;  (ii) All claims that were or could have been asserted by the Executive or on his  behalf:  (A) in any federal, state, or local court, commission, or agency; or  (B) under any common law theory (including without limitation all claims for  breach of contract (oral, written or implied), wrongful termination,  defamation, invasion of privacy, infliction of emotional distress, tortious  interference, fraud, estoppel, unjust enrichment, and any other contract, tort  or other common law claim of any kind); and  (iii) All claims that were or could have been asserted by the Executive or on his  behalf under:  (A) the Age Discrimination in Employment Act (the “ADEA”)  and the Older Worker Benefit Protection Act (the “OWBPA”); and (B) any  other federal, state, local, employment, services or other law, regulation,  ordinance, constitutional provision, executive order or other source of law,  including without limitation under any of the following laws, as amended  from time to time:  Title VII of the Civil Rights Act of 1964, 42 U.S.C.  DocuSign Envelope ID: C7F34DFC-DF23-4AA8-B3FA-47061DD7598F 





 






 10   VP/#56000596   §§ 1981 & 1981a, the Americans with Disabilities Act, the Equal Pay Act, the  Employee Retirement Income Security Act, the Lilly Ledbetter Fair Pay Act  of 2009, the Family and Medical Leave Act, the Worker Adjustment and  Retraining Notification Act and all applicable state, county or other local fair  employment laws.  (b) Exceptions; Reservation of Rights.    (i) Notwithstanding the foregoing, the releases and waivers in this Agreement  shall not apply to any claim:  (A) for unemployment or workers’  compensation, (B) for vested benefits under any employee benefit plan or  vested awards under the Stock Plan, (C) that by law is non-waivable, (D) for  payments or benefits under this Agreement, (E) as a stockholder of the  Company, or (F) for indemnification under applicable law and for coverage  as an insured under directors and officers liability insurance.  (ii) The Executive shall not, by virtue of any provisions of this Agreement, be  prohibited from (i) filing a charge or complaint with any governmental or  administrative agency, including but not limited to the Department of Justice,  the U.S. Securities and Exchange Commission (the “SEC”), Congress or any  agency Inspector General; (ii) reporting to any governmental agency,  legislative body or judicial authority any concerns the Executive may have  regarding the Company’s practices (including any alleged unlawful  employment practices or criminal conduct); (iii) participating in or  cooperating with any investigation or proceeding conducted by any  administrative, legislative, governmental or judicial body; (iv) providing  testimony in any administrative, legislative or judicial proceeding concerning  alleged criminal conduct or unlawful employment practices when required or  requested to attend the proceeding pursuant to a court order, subpoena or  written request from an administrative agency or the legislature; or (v) making  disclosures required by law, regulation or compulsory legal process.   However, the Executive waives the right to receive any damages or other  personal relief based on any claim, cause of action, demand, charge or lawsuit  waived through this Agreement that is brought by the Executive or on the  Executive’s behalf, or otherwise by any third party, including as a member of  any class or collective action, against the Company (except in terms of any  SEC or other government-sponsored whistleblower monetary award  program).  (c) No Further Obligations.  In the event of any further proceedings based upon any  released matter, the Company shall have no further monetary or other obligation of  any kind to the Executive, and the Executive hereby waives any such monetary or  other recovery.  (d) Specific Rights Under OWBPA.  The Executive understands and agrees that:  (A) this  is the full and final release of all claims against the Company through the date he signs  this Agreement; (B) the Executive knowingly and voluntarily releases claims  hereunder for valuable consideration; (C) the Executive hereby is and has been  advised of his right to have his attorney review this Agreement before signing it;  (D) the Executive has twenty-one (21) days to consider whether to sign this  Agreement; and (E) the Executive may, at his sole option, revoke this Agreement  DocuSign Envelope ID: C7F34DFC-DF23-4AA8-B3FA-47061DD7598F 





 






 11   VP/#56000596   upon written notice within seven (7) days after signing it.  This Agreement will not  become effective until this seven (7)-day period has expired and will be void if he  revokes it within such period.  Although the Executive is releasing claims that he may  have under the ADEA and the OWBPA, he understands that he may challenge the  knowing and voluntary nature of this Agreement under the OWBPA and the ADEA  before a court, the U.S. Equal Employment Opportunity Commission (the “EEOC”),  the National Labor Relations Board (the “NLRB”), or any other federal state or local  agency charged with the enforcement of any employment laws.  11. Successors and Assigns; Beneficiary.  (a) The rights and obligations under this Agreement will inure to the benefit of and be  binding upon the Company and its successors and assigns.  This Agreement will not  be assignable by the Executive, but in the event of the Executive’s death it will be  binding upon and inure to the Executive’s Beneficiary.  (b) The Executive’s “Beneficiary” will be the beneficiary or beneficiaries named by the  Executive to receive any compensation or benefits due under the Agreement  following the Executive’s death, with such designation to be per a written instrument  that must be received by the Company prior to the Executive’s death.  In the event  there is no such named beneficiary, or no surviving named beneficiary, such  compensation and benefits shall be paid to the Executive’s surviving spouse, or, if  none, to the Executive’s estate.  12. Miscellaneous.  (a) Professional Fees.  Upon presentation of an invoice approved by the Executive, with  such presentation to be no later than 45 days after the Effective Date, the Company  shall pay Executive’s legal fees and financial professional fees incurred in connection  with the negotiation and drafting of this Agreement, subject to a combined cap of  thirty thousand dollars ($30,000).  Such payment will be made by the Company  promptly and in no event later than December 31 of the year following the year in  which such fees were incurred. In addition, the Executive shall continue to receive  Deloitte’s tax services (or comparable tax services if the Company switches service  providers) through the last year in which the Executive receives compensation income  attributable to GATX assignments (including the Netherlands, Austria, and Russia)  or to this Agreement.  The Company agrees to provide such tax services in the event  there is a claim of right resulting from repayment to the Company during the last year  of tax equalization.  (b) Permitted Actions.  Nothing in this Agreement is intended to limit in any way the  Executive’s right or ability to file a charge or claim of discrimination with the EEOC,  the NLRB, or other federal, state or local agencies.  These agencies have the authority  to carry out their statutory duties by investigating a charge, issuing a determination,  filing a lawsuit in federal or state court in their own name, or taking any other action  authorized under these statutes.  The Executive retains the right to participate in such  an action and to recover any appropriate relief.  The Executive retains the right to  communicate with the EEOC, NLRB and other federal, state or local agencies, and  such communication can be initiated by the Executive or in response to the  government and is not limited by any non-disparagement, cooperation and  confidentiality obligation under this Agreement.  DocuSign Envelope ID: C7F34DFC-DF23-4AA8-B3FA-47061DD7598F 





 






 12   VP/#56000596   (c) Payroll and Tax Matters.    (i) All compensation payments made under this Agreement will be subject to  required payroll taxes and withholding. Specifically, under the tax  equalization program, the Executive is responsible for stay-at-home federal,  state (Florida), U.S. Social Security, and Medicare taxes on the payments  made under Section 6 this Agreement. The Executive is only responsible for  the U.S. Social Security and Medicare taxes on stay-at-home income, which  excludes the housing, education allowance, automobile, cost of living  adjustment, and relocation reimbursement. In the event hypothetical income  taxes are withheld from the payments detailed in Section 6 of this Agreement  in a manner that results in interest or penalties, such interest and penalties  arising from income from the Company would be covered by the Company.  (ii) In the event any payment or benefit to be provided to the Executive by the  Company is potentially subject to additional tax in the Netherlands due to the  payment or benefit being categorized as post-employment compensation,  severance compensation, excessive termination payments, or a similar  categorization, the Executive agrees to: (A) cooperate with the Company in  modifying and/or restructuring such payment or benefit in order to avoid such  additional tax, and (B) take any needed steps to achieve such modification or  restructuring, including, but not limited to, entering into any reasonable  amendment to this Agreement; provided, however, that the effect of such  cooperation and/or steps is not financially detrimental to the Executive.   (d) Compliance with Company Policies.  Payments made under this Agreement shall be  subject to any generally applicable Company policy, or action, related to recoupment  (claw-back) or other modification to executive compensation, (i) as in place from  time-to-time during the period beginning on the Effective Date and ending on the  Separation Date, and (ii) as in place after the Separation Date so long as required by  applicable law, regulation, or stock exchange listing rule.  (e) Integration; Amendment.  Except as is otherwise provided herein, this Agreement  contains all of the terms and conditions agreed upon by the parties relating to the  subject matter of this Agreement and supersedes all prior and contemporaneous  agreements, negotiations, correspondence, undertakings and communications of the  parties, whether oral or written, respecting the subject matter of this Agreement.  This  Agreement may not be amended, altered or modified without the prior written consent  of both parties and such instrument must acknowledge that it is an amendment or  modification of this Agreement.    (f) Counterparts.  This Agreement may be executed in counterparts, each of which will  be deemed an original but all of which together will constitute one and the same  instrument.  Counterpart signature pages to this Agreement transmitted by facsimile  transmission, by electronic mail in portable document format (.pdf), or by any other  electronic means intended to preserve the original graphic and pictorial appearance of  a document (including execution via DocuSign), will have the same effect as physical  delivery of the paper document bearing an original signature.  (g) Waiver.  Waiver of any term or condition of this Agreement by any party will not be  construed as a waiver of a subsequent breach or failure of the same term or condition,  DocuSign Envelope ID: C7F34DFC-DF23-4AA8-B3FA-47061DD7598F 





 






 13   VP/#56000596   or a waiver of any other term or condition of this Agreement.  Any waiver must be in  writing.  (h) Severability.  Whenever possible, each provision of this Agreement will be interpreted  in such manner as to be effective and valid under applicable law, but if any provision  of this Agreement is held by a court of competent jurisdiction to be prohibited or  unenforceable for any reason, such provision will be ineffective only to the extent of  such prohibition or invalidity, without invalidating the remainder of this Agreement.  (i) Captions.  The captions in this Agreement are not part of its provisions, are merely  for reference and have no force or effect.  If any caption is inconsistent with any  provision of this Agreement, such provision will govern.  (j) Governing Law; Arbitration.  The validity, interpretation, construction, enforcement  and remedies of, or relating to, this Agreement, and the rights and obligations of the  parties hereunder, will be governed by and construed in accordance with the  substantive laws of the State of Illinois, without regard to the conflict of law  principles, rules or statutes of any jurisdiction.  Subject to Section 9 above, any action  or proceeding to enforce, or arising out of, this Agreement will be submitted to  arbitration via the American Arbitration Association, employment rules, and will be  heard by a single arbitrator sitting in Chicago, Illinois.  The Company shall reimburse  the Executive for the reasonable travel and hotel expenses incurred in connection with  traveling to, and staying in, Chicago, Illinois for the purpose of attending an  arbitration proceeding in Chicago, Illinois.  The reimbursement will be limited to  expenses for the Executive and for one lawyer for the Executive.    (k) Notice.  All notices given hereunder will be in writing and will be sent by  internationally recognized overnight delivery service, or delivered by hand. If  intended for the Company, notices will be addressed to it or delivered to it at its  principal office to the attention of the Chief Human Resources Officer of the  Company. If intended for the Executive, notices will addressed to the Executive’s  then current residence address as shown on the Company’s records, or to such other  address as the Executive directs in a notice to the Company.  All notices will be  deemed to be given on the date received at the address of the addressee.  (l) Code Section 409A. The parties intend that this Agreement and the benefits provided  hereunder be interpreted and construed to comply with Section 409A of the Internal  Revenue Code of 1986, as amended, and all regulatory and interpretative guidance  issued thereunder (“Code Section 409A”) to the extent applicable thereto.  The time  and form of payment of incentive compensation, disability benefits, severance  payments, expense reimbursements and payments of in-kind benefits described herein  will be made in accordance with the applicable sections of this Agreement, provided  that with respect to termination of employment for reasons other than death, the  payment at such time can be characterized as a “short-term deferral” for purposes of  Code Section 409A or as otherwise exempt from the provisions of Code  Section 409A, or if any portion of the payment cannot be so characterized, and the  Executive is a “specified employee” under Code Section 409A, such portion of the  payment will be delayed until the earlier to occur of the Executive’s death or the date  that is six months and one day following the Executive’s termination of employment  (the “Delay Period”).  Upon the expiration of the Delay Period, all payments and  benefits delayed pursuant to this section will be paid or reimbursed to the Executive  DocuSign Envelope ID: C7F34DFC-DF23-4AA8-B3FA-47061DD7598F 





 






 14   VP/#56000596   in a lump sum, and any remaining payments due under this Agreement will be payable  at the same time and in the same form as such amounts would have been paid.  Further,  if the Executive is a “specified employee” and if any equity-based awards granted to  the Executive by the Company, pursuant to this Agreement or otherwise, continue to  vest upon the Executive’s termination of employment, and are deemed a “deferral of  compensation” (as such term is described under Code Section 409A), the equity- based awards will not be settled or released until the expiration of the Delay Period.   For purposes of applying the provisions of Code Section 409A, each separately  identifiable amount to which the Executive is entitled will be treated as a separate  payment.  The time or schedule of any payment or amount scheduled to be paid  pursuant to the terms of this Agreement, including but not limited to any restricted  stock unit or other equity-based award, payment or amount that provides for the  “deferral of compensation” (as such term is described under Code Section 409A), may  not be accelerated except as otherwise permitted under Code Section 409A and the  guidance and Treasury regulations issued thereunder.  For purposes of this Agreement, the terms “retirement,” “termination of  employment,” “terminated,” “termination,” “this Agreement will be terminated” and  variations thereof, as used in this Agreement, are intended to mean a termination of  employment that constitutes a “separation from service” under Code Section 409A.  If the sixty (60)-day period following a “separation from service” begins in one  calendar year and ends in a second calendar year (a “Crossover 60-Day Period”) and  if there are payments due the Executive that are subject to Code Section 409A (and  not exempt from Code Section 409A) that are:  (i) conditioned on the Executive  signing and not revoking a release of claims and (ii) otherwise due to be paid during  the portion of the Crossover 60-Day Period that falls within the first year, then such  payments will be delayed and paid in a lump sum during the portion of the Crossover  60-Day Period that falls within the second year.  Although the Company intends to administer the Agreement so that it will comply  with the requirements of Code Section 409A, the Company does not represent or  warrant that the Agreement will comply with Code Section 409A or any other  provision of federal, state, local, or non-United States law.  Provided that the  Company administers this Agreement in a manner consistent with the terms of this  Agreement, neither the Company, its subsidiaries, nor their respective directors,  officers, employees or advisers will be liable to the Executive (or any other individual  claiming a benefit through the Executive) for any tax, interest, or penalties the  Executive may owe as a result of compensation paid under the Agreement, and the  Company and its subsidiaries will have no obligation to indemnify or otherwise  protect the Executive from the obligation to pay any taxes pursuant to Code  Section 409A.  Payment or reimbursement of the Executive’s expenses will be made promptly and in  no event later than December 31 of the year following the year in which such expenses  were incurred, and the amount of such expenses eligible for payment or  reimbursement, or in-kind benefits provided, in any year will not affect the amount of  such expenses eligible for payment or reimbursement, or in-kind benefits to be  provided, in any other year.  Additionally, any right to expense reimbursement or in- kind benefits will not be subject to liquidation or exchange for another benefit.  DocuSign Envelope ID: C7F34DFC-DF23-4AA8-B3FA-47061DD7598F 





 






 15   VP/#56000596   The provisions of this Agreement will be construed in a manner in favor of complying  with any applicable requirements of Code Section 409A to avoid taxation under Code  Section 409A.  If any compensation or benefits provided by this Agreement result in  the application of Code Section 409A, the Company will modify this Agreement in  the least restrictive manner necessary in order to comply with the provisions of Code  Section 409A, other applicable provisions of the Code and/or any rules, regulations  or other regulatory guidance issued under such statutory provisions and, in each case,  without material diminution in the value of the payments or benefits to the Executive.  Signature page follows.  DocuSign Envelope ID: C7F34DFC-DF23-4AA8-B3FA-47061DD7598F 





 






Signature Page to Employment Agreement  between GATX Corporation and Necati Gokce Tezel      VP/#56000596   IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first  above written.   GATX CORPORATION   By:          Kim Nero        EVP and Chief Human Resources Officer    I have read the above Agreement and understand and agree to be bound by its terms.    By:          Necati Gokce Tezel    DocuSign Envelope ID: C7F34DFC-DF23-4AA8-B3FA-47061DD7598F 





 






   Exhibit A – Page 1   VP/#56000596   EXHIBIT A  GENERAL RELEASE OF CLAIMS  This General Release of Claims Agreement (this “Release”) is entered into between GATX  Corporation, a New York corporation (the “Company”), and Necati Gokce Tezel (the “Executive”).  WHEREAS, the Company and the Executive previously entered into an Employment Agreement  executed by the Executive on ______, 2022 (the “Agreement”); and  WHEREAS, Section 6 of the Agreement provides that certain payments and benefits are to be paid  or provided to the Executive in exchange for, and contingent upon, among other things, the Executive’s  execution (and non-revocation) of this Release as set forth in the Agreement.  NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in the  Agreement and herein and for other good and valuable consideration, the sufficiency and receipt of which  are hereby acknowledged, the parties hereby agree as follows:  1. Release.  The Executive, and anyone claiming through him or on his behalf, hereby waives and  releases the Released Parties (as defined below) with respect to any and all claims, whether  currently known or unknown, that the Executive now has or ever has had against a Released Party  arising from or related to any act, omission, or thing occurring or existing at any time prior to or on  the date on which the Executive signs this Release.  “Released Parties” include (A) the Company  and its past, present, and future parents, divisions, subsidiaries, partnerships, affiliates, and other  related entities, (B) each of the foregoing entities’ and persons’ past, present, and future owners,  trustees, fiduciaries, administrators, shareholders, directors, officers, partners, members, associates,  agents, executives, employees, and attorneys, and (C) the predecessors, successors and assigns of  each of the foregoing persons and entities.  Without limiting the generality of the foregoing, the  claims waived and released by the Executive hereunder include, but are not limited to:  a. All claims arising out of or related in any way to his employment, compensation, other  terms and conditions of employment, or termination from employment, including, without  limitation, claims arising out of any employment agreements, change in control  agreements, bonus plans, incentive plans or awards, severance plans or policies, stock plans  or policies, relocation letters or any other employee benefit plans; and  b. All claims that were or could have been asserted by the Executive or on his behalf:  (i) in  any federal, state, or local court, commission, or agency; or (ii) under any common law  theory (including without limitation all claims for breach of contract (oral, written or  implied), wrongful termination, defamation, invasion of privacy, infliction of emotional  distress, tortious interference, fraud, estoppel, unjust enrichment, and any other contract,  tort or other common law claim of any kind); and  c. All claims that were or could have been asserted by the Executive or on his behalf under:   (i) the Age Discrimination in Employment Act (the “ADEA”) and the Older Worker  Benefit Protection Act (the “OWBPA”); and (ii) any other federal, state, local,  employment, services or other law, regulation, ordinance, constitutional provision,  executive order or other source of law, including without limitation under any of the  following laws, as amended from time to time:  Title VII of the Civil Rights Act of 1964,  42 U.S.C. §§ 1981 & 1981a, the Americans with Disabilities Act, the Equal Pay Act, the  Employee Retirement Income Security Act, the Lilly Ledbetter Fair Pay Act of 2009, the  DocuSign Envelope ID: C7F34DFC-DF23-4AA8-B3FA-47061DD7598F 





 






   Exhibit A – Page 2   VP/#56000596   Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act  and all applicable state, county or other local fair employment laws.  2. Exceptions.  Notwithstanding the foregoing, the releases and waivers in this Release shall not apply  to any claim:  (A) for unemployment or workers’ compensation, (B) for vested benefits under any  employee benefit plan or vested awards under the GATX Corporation Incentive Award Plan,  (C) that by law is non-waivable, (D) for payments or benefits under Section 6 of the Agreement,  (E) as a stockholder of the Company, or (F) for indemnification under applicable law and for  coverage as an insured under directors and officers liability insurance.  3. No Further Obligations; Additional Representations.  In the event of any further proceedings based  upon any released matter, the Company, its affiliates, parent companies, and subsidiaries shall have  no further monetary or other obligation of any kind to the Executive, and the Executive hereby  waives any such monetary or other recovery (provided that nothing limits the Executive’s rights  under Section 5 below).  The Executive represents and warrants that:  (A) there has not been filed  by the Executive or on the Executive’s behalf any legal or other proceedings against any of the  Released Parties (provided, however, that the Executive need not disclose, and the foregoing  representation and warranty in this subpart (A) does not apply to, conduct or matters described in  Section 5 below); (B) the Executive is the sole owner of the claims that are released in Section 1  above; (C) none of these claims has been transferred or assigned or caused to be transferred or  assigned to any other person, firm or other legal entity; and (D) the Executive has the full right and  power to grant, execute, and deliver the releases, undertakings, and agreements contained in this  Release.  4. Specific Rights Under OWBPA.  The Executive understands and agrees that:  (A) this is the full  and final release of all claims against the Company through the date he signs this Release; (B) the  Executive knowingly and voluntarily releases claims hereunder for valuable consideration; (C) the  Executive hereby is and has been advised of him right to have his attorney review this Release  before signing it; (D) the Executive has twenty-one (21) days to consider whether to sign this  Release; and (E) the Executive may, at his sole option, revoke this Release upon written notice  within seven (7) days after signing it.  This Release will not become effective until this seven  (7) day period has expired and will be void if the Executive revokes it within such period.  Although  the Executive is releasing claims that he may have under the ADEA and the OWBPA, he  understands that he may challenge the knowing and voluntary nature of this Release under the  OWBPA and the ADEA before a court, the U.S. Equal Employment Opportunity Commission, the  National Labor Relations Board, or any other federal state or local agency charged with the  enforcement of any employment laws.  5. Protected Rights.    a. Nothing in this Release is intended to limit in any way the Executive’s right or ability to  report possible violations of law or regulation to, or file a charge or complaint with, the  U.S. Securities and Exchange Commission, the U.S. Equal Employment Opportunity  Commission, the National Labor Relations Board, or other federal, state or local agencies  or commissions (collectively, “Government Agencies”).  The Executive further  understands that nothing in this Release limits the Executive’s ability to communicate with  any Government Agencies or otherwise participate in any investigation or proceeding that  may be conducted by any Government Agency, including providing documents or other  information, without notice to the Company.  This Release does not limit the Executive’s  ability to receive an award from a Government Agency for information provided by the  Executive to such Government Agency.  DocuSign Envelope ID: C7F34DFC-DF23-4AA8-B3FA-47061DD7598F 





 






   Exhibit A – Page 3   VP/#56000596   b. The Executive shall not, by virtue of any provisions of this Release, be prohibited from  (i) filing a charge or complaint with any governmental or administrative agency, including  but not limited to the Department of Justice, the SEC, Congress or any agency Inspector  General; (ii) reporting to any governmental agency, legislative body or judicial authority  any concerns the Executive may have regarding the Company’s practices (including any  alleged unlawful employment practices or criminal conduct); (iii) participating in or  cooperating with any investigation or proceeding conducted by any administrative,  legislative, governmental or judicial body; (iv) providing testimony in any administrative,  legislative or judicial proceeding concerning alleged criminal conduct or unlawful  employment practices when required or requested to attend the proceeding pursuant to a  court order, subpoena or written request from an administrative agency or the legislature;  or (v) making disclosures required by law, regulation or compulsory legal process.   However, the Executive waives the right to receive any damages or other personal relief  based on any claim, cause of action, demand, charge or lawsuit waived through this Release  that is brought by the Executive or on the Executive's behalf, or otherwise by any third  party, including as a member of any class or collective action, against the Released Parties  (except in terms of any SEC or other government-sponsored whistleblower monetary  award program).  IN WITNESS WHEREOF, the parties hereto have executed this Release and intend to be bound  by its terms.   GATX CORPORATION  By: Exhibit only, to be signed only in   connection with termination of  employment.   Printed Name:   Its:    Date:     I have read the above Release and understand and agree to be bound by its terms.   Exhibit only, to be signed only in  connection with termination of employment.  NECATI GOKCE TEZEL  Date:       DocuSign Envelope ID: C7F34DFC-DF23-4AA8-B3FA-47061DD7598F