EX-10.13



 Exhibit 10.13 
 WESTINGHOUSE AIR BRAKE 
 TECHNOLOGIES CORPORATION 

Station Street 

Wilmerding, PA 15148-0001 
 1995 Non-Employee Directors’ Fee and Stock Option Plan, as amended 

Agreement for Nonstatutory Stock Option 
 WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION, a Delaware corporation (the “Corporation”), and NAME, a non-employee Director of the Corporation (the “Optionee”), for good and
valuable consideration the receipt and adequacy of which are hereby acknowledged and intending to be legally bound hereby, agree as follows: 
 1. Grant of Option. The Corporation hereby confirms the grant to the Optionee, effective on January 3, 2007 (the “Date of Grant”), of an option (the “Option”) to purchase
NUMBER OF OPTIONS shares of common stock, par value $0.01 per share, of the Corporation (the “Common Stock”) at an option price per share of $PRICE, the fair market value per share of the Common Stock on the
Date of Grant, under and subject to the terms and conditions of the Corporation’s 1995 Non-Employee Directors’ Fee and Stock Option Plan, as amended (the “Plan”) and this Agreement. The Plan is incorporated by reference and made
a part of this Agreement as though set forth in full. Terms which are capitalized but not defined in this Agreement have the same meaning as in the Plan unless the context otherwise requires. 

The Option confirmed hereby is intended to be a nonstatutory stock option as that term is defined in Section 4 of the Plan and will
not be treated as an incentive stock option under Section 422 or an option under Section 423 of the Internal Revenue Code of 1986 (the “Code”). Subject to the provisions of this Agreement and Section 5 of the Plan, the
Option shall become exercisable in accordance with the following schedule: 
  

	 	(a)	for NUMBER shares on January 3, 2008; 

  

	 	(b)	for NUMBER shares on January 3, 2009; and 

  

	 	(c)	for the remaining NUMBER shares on January 3, 2010. 


  
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 Except in certain limited circumstances after death of a Director as set forth in Section 5(E)(iii) of
the Plan, the Option may not be exercised after January 3, 2017. 
 2. Acceptance of Grant of Option. The Optionee
accepts the grant of the Option confirmed hereby, acknowledges having received a copy of the Plan and agrees to be bound by the terms and provision of the Plan and this Agreement, as the Plan may be modified or amended from time to time; provided,
however, that no termination, modification or amendment of the Plan shall, without the consent of the Optionee, adversely affect the rights of the Optionee with respect to the Option. 

3. Option Not Transferable. The Option shall not be transferable otherwise than by Will or by the laws of descent and
distribution, and the Option shall be exercisable during the lifetime of the Optionee only by the Optionee or the Optionee’s guardian or legal representative. 
 4. Procedure for Exercise of Option. The Option may be exercised only by execution and delivery by the Optionee to the Corporation of an exercise form or forms prescribed by the committee that
administers the Plan (the “Committee”). Each exercise form must set forth the number of whole shares of Common Stock as to which the Option is exercised, must be dated and signed by the person exercising the option and must be accompanied
by cash in United States dollars (including check, bank draft, money order or cash forwarded through a broker or other agent-sponsored exercise or financing program), shares of already-owned Common Stock at the fair market value of such shares on
the date of exercise, or any combination of cash and such shares, in the amount of the full purchase price for the number of shares of Common Stock as to which the Option is exercised; provided, however, that any portion of the option price
representing a fraction of a share shall be paid by the Optionee in cash and no shares of Common Stock which have been held for less than six months may be delivered in payment of the option price. 

The Corporation shall advise any person exercising the Option in whole or in part with shares of already-owned Common Stock as to the
amount of any cash required to be paid to the Corporation representing a fraction of a share, and such person will be required to pay any such cash directly to the Corporation before any distribution of certificates representing shares of Common
Stock will be made. The person exercising the Option should deliver an executed Assignment Separate from Certificate with respect to each stock certificate delivered in payment of the option price. The signature on all Assignments Separate from
Certificate must be guaranteed by a commercial bank or trust company, by a firm having membership in the New York Stock Exchange, Inc. or the National Association of Securities Dealers, Inc. or by any other person acceptable to the
Corporation’s Transfer Agent. 
 The person exercising the Option may choose to exercise the Option by participating in a
broker or other agent-sponsored exercise or financing program (often referred to as a “cashless exercise”, involving the immediate sale though a broker or other 

  
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agent of all or a portion of the shares acquired upon exercise of the Option). If the person so chooses, the Corporation will deliver only the shares of the Common Stock acquired pursuant to the
exercise of the option to the broker or other agent, as designated by the person exercising the Option, and will cooperate with all other reasonable procedures of the broker or other agent to permit participation in the sponsored exercise or
financing program. Notwithstanding any procedures of the broker or agent-sponsored exercise or financing program, if the option price is paid in cash, no exercise of an Option shall be deemed to occur and no shares of the Common stock will be issued
or delivered until the Corporation has received full payment in cash (including check, bank draft or money order) for the option price from the broker or other agent. 
 If a person other than the Optionee exercises the Option, the exercise material must include proof satisfactory to the Corporation of the right of such person to exercise the Option. 

The exercise material should be hand delivered to the Vice-President, Human Resources at the Corporation, mailed to the Corporation at
the address set forth on the cover page of this Agreement, Attention: Vice President, Human Resources, or faxed to the Corporation (412-825-1743), Attention: Vice President, Human Resources. In the case of hand delivery, the date of exercise is the
date on which the exercise form or forms, proof of right to exercise (if required) and payment of the option price in cash or shares of already-owned Common Stock are hand delivered. If the exercise material is faxed, the date of exercise is the
first date on which the exercise form or forms, proof of right to exercise (if required) and payment of the option price in cash or shares of already-owned Common Stock have been received by the Corporation. For purposes of determining the date of
exercise where payment of the option price is made in shares of already-owned Common Stock, any cash required to be paid to the Corporation with respect to a fraction of a share shall not be taken into account in determining whether payment of the
option price has been made. If exercise is made by mail or fax and the option price is paid in whole or in part with shares of already-owned Common Stock, the executed Assignments Separate from Certificate should be mailed to the Corporation at the
same time in a separate envelope from the stock certificates. 
 5. Determination of Fair Market Value. For purposes of
this Agreement, the fair market value of the Common Stock shall be determined as provided in Section 5(G) of the Plan. 

6. Issuance of Certificates. Subject to Section 4 of this Agreement and this Section 6, the Corporation will issue a
certificate or certificates representing the number of shares of Common Stock to which the person exercising the Option is entitled as soon as practicable after the date of exercise. Unless the person exercising the Option otherwise directs the
Corporation in writing, the certificate or certificates will be registered in the name of the person exercising the Option and delivered to such person.* 

 

	*	If the person exercising the Option directs the Corporation to register the Common Stock in the name of another, the person exercising the Option should consult his or
her tax advisor on the gift tax implications of such registration. 


  
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If the Option is exercised and the option price is paid in whole or in part with shares of already-owned Common Stock, the Corporation will issue at the same time and return to the person
exercising the Option a certificate representing the number of any excess shares included in any certificate or certificates delivered to the Corporation at the time of exercise. 

Under Section 5(H) of the Plan, the obligation of the Corporation to issue or deliver shares on exercise of an option is subject to
the effectiveness of a Registration Statement under the Securities Act of 1933, as amended, with respect to such shares, if deemed necessary or appropriate by counsel to the Corporation. The Corporation is not obligated to file such a Registration
Statement. If at the time of exercise of the Option, no such Registration Statement is in effect, the issuance or delivery of shares on exercise of the Option may also be made subject to such restrictions on the transfer of the shares, including the
placing of an appropriate legend on the certificates restricting the transfer thereof, and to such other restrictions as the Committee, on the advice of counsel, may deem necessary or appropriate to prevent a violation of applicable securities laws.

 7. Interpretation of Plan and Agreement. This Agreement is the written agreement referred to in Section 5(F) of
the Plan. If there is any conflict between the Plan and this Agreement, the provisions of the Plan shall control. However, there may be provisions in this Agreement not contained in the Plan, which provisions shall nevertheless be effective. Any
dispute or disagreement which shall arise under or in any way relate to the interpretation or construction of the Plan or this Agreement shall be resolved by the Committee and the decision of the Committee shall be final, binding and conclusive for
all purposes. 
 8. Effect of Agreement on Rights of Corporation and Stockholders. This Agreement does not confer any
right on the Optionee to continue as a Director of the Corporation or interfere in any way with the rights of the stockholders of the Corporation or the Board of Directors. 
 9. Binding Effect. This Agreement shall be binding upon the successors and assigns of the Corporation and upon the legal representatives, heirs and legatees of the Optionees. 

10. Entire Agreement. This Agreement constitutes the entire agreement between the Corporation and Optionee and supersedes all
prior agreements and understandings, oral or written, between the Corporation and the Optionee with respect to the subject matter of this Agreement. 
 11. Amendment. This Agreement may be amended only by a written instrument signed by the Corporation and the Optionee. 
 12. Section Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of any of the provisions of this
Agreement. 

  
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 13. Governing Law. This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the Commonwealth of Pennsylvania, exclusive of choice of law principles. 
 IN WITNESS WHEREOF, the
Corporation and the Optionee have executed this Agreement as of the 3rd day of January, 2007. 
  

							
		 		 	WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
				
		 		 	By:	 	  

		 		 		 	Scott E. Wahlstrom
		 		 		 	Vice President, Human Resources
			
	Witness:	 		 	Optionee:
			
	  
	 		 	  

		 		 	NAME


  
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