gatxcorporationdirectorv






    US-DOCS\125415451.2  GATX CORPORATION  DIRECTORS’ VOLUNTARY DEFERRED FEE PLAN  AMENDED AND RESTATED  AS OF JANUARY 1, 2022  Section 1. PURPOSE AND EFFECTIVE DATE.  The purpose of the Directors’ Voluntary Deferred Fee Plan is to provide to non-employee  directors of GATX Corporation (the “Company”) an opportunity to receive that portion of their  annual retainers and meeting attendance fees on a deferred basis, and to provide investment  alternatives with respect thereto.  The Directors’ Deferred Fee Plan was amended and restated effective July 1, 1998, January 1,  2005 and January 1, 2017. The Directors’ Deferred Fee Plan is further amended, restated, and  continued in the form set forth herein. The Plan (as so amended and restated) is effective with  respect to amounts that were first accrued and vested under the Plan after December 31, 2004.  Section 2. DEFINITIONS.  Unless the context otherwise requires, the following words as used herein shall have the  following meanings:  (a) Affiliate. The term “Affiliate” means any person with whom the Company is considered  to be a single employer under section 414(b) of the Internal Revenue Code (the “Code”)  and any person with whom the Company would be considered a single employer under  section 414(c) of the Code.  (b) Board. The term “Board” means the Board of Directors of the Company.  (c) Change in Control Event. The term “Change in Control Event” shall have the meaning  ascribed to it under Treas. Reg. §1.409A-3(i)(5).  (d) Deferral Election. The term “Deferral Election” means the deferral election form  attached hereto as Exhibit A (subject to such modification as the Administrator may  make from time to time) that is filed with the Administrator or his or her delegate or filed  in accordance with such procedure as may be specified by the Administrator from time to  time, whereby a Participant may elect to defer the Director’s Fees and/or Director’s  Equity under the Plan. The Deferral Election shall indicate (i) the percentage of the  Director’s Fees to be deferred, (ii) whether the amount of Director’s Fees so deferred  shall be credited to a Deferred Fee Account and bear interest as provided in Section 5 or  invested in Restricted Stock Units to be held in the Phantom Stock/RSU Account as  provided in Section 6, or the extent to which the Director’s Fees should be divided  between the Deferred Fee Account and the Phantom Stock/RSU Account and (iii)  whether or not the Director’s Equity shall be deferred.  (e) Deferred Fee. The term “Deferred Fee” means that part of the Director’s Fees elected to  be deferred hereunder.  





 






2  US-DOCS\125415451.2  (f) Deferred RSUs.  The term “Deferred RSUs” means any Director's Equity elected to be  deferred hereunder.  (g) Director’s Equity.  The term “Director’s Equity” means the annual equity component of  the retainer paid to each director for services to the Board, payable in the form of  Restricted Stock Units.    (h) Director’s Fees. An individual’s “Director’s Fees” means the portion of the annual cash  retainer and Board and committee meeting attendance fees paid to each director who is  not an employee of the Company or the Affiliates, that, in the absence of deferral under  this Plan, would be paid in cash. Director’s Fees for any calendar year shall mean the  Participant’s fees payable by the Company with respect to services performed during that  calendar year.  (i) Distribution Election. The term “Distribution Election” means the form filed with the  Administrator in accordance with such procedure as may be specified by the  Administrator from time to time, whereby a Participant may elect the time at which  Deferred Fee amounts or Deferred RSUs are to be paid under the Plan, subject to the  provisions of Section 8.  (j) Participant. The term “Participant” means an eligible member of the Board who elects to  participate in the Plan.  (k) Performance Period. The term “Performance Period” means the period of service for  which the right to the compensation arises.  (l) Quarter. The term “Quarter” means each of the three calendar month periods ending on  the last day of January, April, July and October, respectively.  (m) Quarterly Deferral Amount. The term “Quarterly Deferral Amount” means the amount  of the Deferred Fee that would otherwise be payable to a participating director each  Quarter during the term hereof.  (n) Related Plans. The term “Related Plans” means this Plan and any other account balance  plan providing for the deferral of compensation at the election of the director that is  required to be aggregated with this Plan pursuant to Treas. Reg. §1.409A-1(c)(2)(A).  (o) Restricted Stock Units or RSUs.  The term “Restricted Stock Units” or “RSU” means  the right to receive a share of the Company’s common stock either upon vesting, or if  such RSU is deferred under this Plan at the time provided in Section 8.  (p) Specified Employee. The term “Specified Employee” shall be defined in accordance  with Treas. Reg. §1.409A-1(i) and such rules as may be established by the Chief  Executive Officer of the Company or his or her delegate from time to time.  (q) Termination Date. An individual’s “Termination Date” is the date on which the  individual ceases to serve on the boards of directors of the Company and the Affiliates  





 






3  US-DOCS\125415451.2  and incurs a “separation from service” from the Company within the meaning of Section  409A, subject to the following:  (i) A director will be deemed to have ceased to serve on the board of directors of the  Company and the Affiliates at the time the director and the Company reasonably  anticipate that a level of bona fide services the individual would perform for the  Company and the Affiliates as a director after such date would permanently decrease to  no more than 20% of the average level of bona fide services performed over the  immediately preceding 36 month period (or the full period of service to the Company and  the Affiliates if the individual has performed services as a director for the Company and  the Affiliates for less than 36 months).  (ii) The relationship as a director will be treated as continuing intact while the  individual is on a bona fide leave of absence (determined in accordance with Treas. Reg.  §1.409A-1(h)).  (r) Unforeseeable Emergency. The term “Unforeseeable Emergency” shall mean a severe  financial hardship to the Participant resulting from an illness or accident of the  Participant, the Participant’s spouse, the Participant’s beneficiary, or the Participant’s  dependent; loss of the Participant’s property due to casualty; or other similar  extraordinary and unforeseeable circumstances arising as a result of events beyond the  control of the Participant; provided, however, that the determination of Unforeseeable  Emergency shall be made by the Administrator in a manner that is consistent with the  meaning of Unforeseeable Emergency set forth in Treas. Reg. 1.409A-3(i)(3).  (s) Valuation Date. The term "Valuation Date" means (i) with respect to the Deferred Fee  Account the last day of each calendar month, and (ii) with respect to the Phantom  Stock/RSU Account and the Deferred RSUs the last day of each Quarter.   Section 3. ELIGIBILITY.  Each member of the Board who is not an employee of the Company or the Affiliates shall be  eligible to participate in the Plan as of the first day he/she begins service on the Board, by  electing to defer the Board member’s Director's Fees and/or Director's Equity in accordance with  the following provisions of the Plan.  Section 4. ELECTION TO DEFER COMPENSATION.  (a) In General. Subject to the following provisions of this Section 4, any election by an  eligible individual to defer Director’s Fees or Director’s Equity for services performed  during any calendar year may be deferred under the Plan only if the Deferral Election is  filed no later than the last day of the preceding calendar year.  (b) Initial Participation. For the first calendar year in which an individual becomes eligible to  participate in any of the Related Plans, the individual may make an initial Deferral  Election to participate in this Plan, provided that such election must be made by filing a  Deferral Election to defer the Director’s Fees or Director’s Equity within 30 days after  the date the individual initially becomes eligible to participate in any of the Related  





 






4  US-DOCS\125415451.2  Plans, and may only apply with respect to the Director’s Fees and Director’s Equity paid  or earned for services to be performed after the election is filed. If an election is filed  after the beginning of a Performance Period, the election may apply to no more than an  amount equal to the total amount of the Director’s Fees or Director’s Equity for that  Performance Period multiplied by the ratio of the number of days remaining in the  Performance Period after the election over the total number of days in the Performance  Period.  (c) Date of Filing. For purposes of this Section 4, a Deferral Election will be deemed to be  filed on the later of the date it is filed with the Administrator or the date on which it  becomes irrevocable. In the case of a Deferral Election described in paragraph (b) above  that is with respect to the date an individual initially becomes eligible to participate in  any of the Related Plans, and in the absence of provisions in the Deferral Election to the  contrary, (i) if the Deferral Election is filed on or before such initial eligibility date, it will  be considered to become irrevocable on the date such individual initially becomes  eligible to participate in any of the Related Plans, and (ii) if the Deferral Election is filed  after such initial eligibility date, it will be considered to become irrevocable on the 30th  day after such initial eligibility date. An election shall be considered to be irrevocable for  any year as of the date it can no longer be changed with respect to Director’s Fees for that  year.  (d) Determination of Eligibility. For purposes of paragraph (b) above, an individual is  deemed to be eligible to participate in any of the Related Plans at any time during which,  under the respective plan’s terms and without further amendment or action by the plan  sponsor, the individual is eligible to accrue an amount of deferred compensation (as that  term is used in Treas. Reg. §1.409A-2(a)(7)) under the plan other than earnings on  amounts previously deferred, even if the individual has elected not to accrue (or has not  elected to accrue) an amount of deferred compensation under that plan.  (e) Withdrawal From Plan. A Participant’s Deferral Election for any calendar year shall  remain in effect for each subsequent calendar year unless it is modified or revoked prior  to the first day of the calendar year as to which the modification or revocation applies.  Such modification or revocation may be effected by submitting a completed notice of  modification and withdrawal on the election form attached hereto as Exhibit A. Elections  with respect to any calendar year shall be irrevocable during that calendar year.  Section 5. DEFERRED FEE ACCOUNT.  A Deferred Fee Account shall be maintained for each Participant electing to receive interest on  his or her Deferred Fees. Cash and interest thereon shall be credited to a Participant’s Deferred  Fee Account as set forth in the following paragraph.  Until the Valuation Date preceding payment of the Deferred Fees to a Participant in accordance  with Section 8, all amounts credited to a Participant’s Deferred Fee Account shall accrue interest  at a rate equal to the twenty-year U.S. Government bond rate in effect on the 15th day of January,  April, July and October of each year. Interest shall be compounded monthly, and shall be  accrued as of the last day of each calendar month. As promptly as practicable following the close  





 






5  US-DOCS\125415451.2  of each Quarter, a statement will be sent to each Participant reflecting the balance in his or her  Deferred Fee Account as of the end of such Quarter.  Section 6. PHANTOM STOCK/RSU ACCOUNT.  A Participant may elect to invest all or a portion of his or her Deferred Fees in units of phantom  stock (prior to April 22, 2022) or RSUs (on and after April 22, 2022). In such case, the  Participant’s Phantom Stock/RSU Account will be credited each Quarter in which his or her  election remains in effect with the number of units of phantom stock or RSUs equal to the result  obtained by dividing the portion of the Quarterly Deferral Amount to be invested in phantom  stock by the average of the high and low price of the Company’s common stock on the New  York Stock Exchange on the last trading day of each Quarter. Until distribution as provided  herein, the Participant’s Phantom Stock/RSU Account will be credited with additional units of  phantom stock representing dividends declared on the Company’s common stock based on the  average of the high and low price of such stock on the New York Stock Exchange on the date  such dividend is paid.  The Phantom Stock/RSU Account will be merely a bookkeeping entry on the Company’s books  (or may be represented as an account with the Company's stock plan administrator) so that no  trust or escrow arrangement will be used and the Participant will remain a general, unsecured  creditor with respect to his or her account. As promptly as practicable following the end of each  Quarter, a statement will be sent to each Participant reflecting the balance in his or her Phantom  Stock/RSU Account as of the end of such month.  Section 7. DEFERRED RSUS – DIVIDEND EQUIVALENTS  A Participant who elects to defer Director’s Equity under the Plan on and after April 22, 2022  will have “Deferred RSUs” entitling the Participant to a number of shares of the Company’s  common stock equal to the number of Restricted Stock Units granted to such Participant as the  Director’s Equity so deferred.  Until distribution as provided herein, the Participant’s Deferred  RSUs will be credited with additional Restricted Stock Units equal to the result obtained by  dividing the dividends paid on an equal number of shares of the Company’s common stock for  each calendar year by the average of the high and low price of such stock on the New York  Stock Exchange on the date such dividend is paid.   The Deferred RSUs will be merely a bookkeeping entry on the Company’s books (or may be  represented as an account with the Company's stock plan administrator), but no trust or escrow  arrangement will be used and the Participant will remain a general, unsecured creditor with  respect to his or her Deferred RSUs. As promptly as practicable following the end of each  calendar year, a statement will be sent to each Participant reflecting the balance of his or her  Deferred RSUs as of the end of such year.  Section 8. PAYMENT OF DEFERRED FEES AND DEFERRED RSUS.  (a) Distributions Pursuant to Participant’s Elections.  (i) By filing a Distribution Election, a Participant may elect to receive distribution of  benefits under the Plan in (A) a lump sum in a specified calendar year, or in annual  





 






6  US-DOCS\125415451.2  installments, not to exceed ten, commencing in a specified calendar year, provided that  such year of payment or commencement, respectively, may not be later than the second  calendar year following the calendar year in which the Participant’s Termination Date  occurs, or (B) in a lump sum that is made, or in annual installments, not to exceed ten,  that commence in the calendar year in which the Participant’s Termination Date occurs,  or in the first or second calendar year following the calendar year in which the  Participant’s Termination Date occurs. Subject to Section 8(e)(iv) and to the following  sentence, distribution to be made in any year in accordance with this Section 8 shall be  made on February 15 of that calendar year; provided that if the distribution is to be made  in the calendar year in which the Participant’s Termination Date occurs, distribution shall  be made on the Participant’s Termination Date. A Participant’s Distribution Election may  also specify that distribution of Plan benefits will be accelerated to the date of a Change  in Control Event.  (ii) A director may elect a different time of payment for benefits attributable to  Director's Fees or Director's Equity and may also elect a different time of payment for  each different calendar year of service, provided that the Distribution Election applicable  to Director’s Fees and Director’s Equity attributable to services for any calendar year  must be filed no later than the date for filing the Deferral Election for such fees.  (iii) In the absence of filing a timely Distribution Election for fees deferred under the  Plan for any calendar year, distribution of amounts attributable to that year shall be paid  in a lump sum on the Participant’s Termination Date.  (b) Distributions Upon Death of Participant.  If a Participant’s Termination Date occurs on or after January 1, 2005 by reason of death,  or if a Participant dies prior to having received all annual installments otherwise  scheduled to be paid to him under this Section 8, the Participant’s executor or  administrator will receive a lump sum payment equal to the Account balances and  Deferred RSUs determined as of the Valuation Date next prior to the date of actual  distribution. Subject to Section (e)(iv) below, such payment shall be made within 30 days  after the date of death.  (c) Distributions Upon Occurrence of Unforeseeable Emergency.  A Participant may request the Administrator to allow withdrawal from the Participant’s  Accounts and Deferred RSUs in the event of an Unforeseeable Emergency. Distributions  because of an Unforeseeable Emergency shall be limited to the amount reasonably  necessary to satisfy the emergency need (which may include amounts necessary to pay  any federal, state, local, or foreign income taxes or penalties reasonably anticipated to  result from the distribution). However, in making the determination of amounts  reasonably necessary to satisfy the emergency need, the Administrator is not required to  take into account any additional compensation that due to the Unforeseeable Emergency  is available under another nonqualified deferred compensation plan but has not actually  been paid, or that is available due to the Unforeseeable Emergency under another plan  





 






7  US-DOCS\125415451.2  that would provide for deferred compensation except due to the application of the  effective date provisions under Treas. Reg. §1.409A-6.  (d) Distributions to Specified Employees.  If a Participant is a Specified Employee at the Participant’s Termination Date, and  distribution is made to the Participant by reason of the occurrence of such Termination  Date, distributions of benefits under the Plan may not be made before the date that is six  months after the Participant’s Termination Date or, if earlier, the date of death of the  Participant. At the end of the six-month period described in the preceding sentence,  amounts that could not be paid by reason of the limitation in this Section (d) shall be paid  on the first day of the seventh month following the Termination Date.  (e) General Distribution Rules.  Distributions of amounts under the Plan are subject to the following:  (i) Amount of Lump Sum Distributions. If a Participant’s Account balances and  Deferred RSUs are to be distributed in a lump sum in accordance with this Section 8, the  distribution shall be comprised of: (A) a cash payment equal to the amount credited to the  Participant’s Deferred Fee Account as of the Valuation Date coincident with or  immediately preceding the date on which the distribution is in fact made; plus (B) shares  of the Company’s common stock equal in amount to the sum of the number of units of  phantom stock credited to the Participant’s Phantom Stock/RSU Account and the number  of Deferred RSUs as of the Valuation Date coincident with or immediately preceding the  date on which the distribution is in fact made. If, after the Valuation Date used to  determine the amount of cash and number of shares to be distributed, additional amounts  of cash or RSUs are credited to the Participant’s Accounts or as Deferred RSUs, such  amounts (including shares of stock with respect to the Phantom Stock/RSU Account and  Deferred RSUs) shall be distributed as soon as practicable after being credited.  (ii) Amount of Annual Installment Distributions. If a Participant’s Account balances  and Deferred RSUs are to be distributed in annual installments in accordance with this  Section 8, each annual installment distribution shall be comprised of: (A) a cash payment  equal to the amount credited to the Participant’s Deferred Fee Account of as of the  Valuation Date coincident with or immediately preceding the date on which the  distribution is in fact made, multiplied by a fraction, the numerator of which shall be one  and the denominator of which shall be the total number of annual installments elected  minus the number of annual installments, if any, previously paid; plus (B) shares of the  Company’s common stock equal in amount to the number of units of phantom stock or  RSUs credited to the Participant’s Phantom Stock/RSU Account and/or Deferred RSUs  as of the Valuation Date coincident with or immediately preceding the date on which the  distribution is in fact made, multiplied by a fraction, the numerator of which shall be one  and the denominator of which shall be the total number of annual installments elected  minus the number of annual installments, if any, previously distributed, provided that any  fractional units of phantom stock/RSUs and Deferred RSUs shall be paid in cash. If, after  the Valuation Date used to determine the amount of cash and number of shares to be  





 






8  US-DOCS\125415451.2  distributed as the final installment, additional amounts of cash, phantom units, RSUs are  credited to the Participant’s Accounts and Deferred RSUs under the Plan, such amounts  (including shares of stock with respect to the Phantom Stock/RSU Account and the  Deferred RSUs) shall be distributed as soon as practicable after being credited. If  Participant’s Account balances or Deferred RSUs are to be distributed in annual  installments in accordance with this Section 8 but such Account balances and Deferred  RSUs are less than the applicable annual elective deferral limits set by the Internal  Revenue Service, the distribution shall instead be made in a single lump sum cash  payment.  (iii) Deferrals During Year of Termination. For the avoidance of doubt, it is recited  that Director’s Fees or Director’s Equity that are deferred with respect to any calendar  year shall be allocated to the Participant’s Accounts and as Deferred RSUs, as applicable,  in accordance with the provisions of the Plan and shall be distributed in accordance with  the terms of the Plan, regardless of whether the Participant’s Termination Date occurs  during that year.  (iv) Permitted Date of Distribution. For purposes of Code section 409A, a distribution  will be considered to be made under the Plan as of the date specified in the Plan if it is  made no later than the end of the calendar year in which such date occurs or, if later, by  the 15th day of the third calendar month following that specified date, provided that the  Participant is not permitted, directly or indirectly, to designate the taxable year of the  payment. The foregoing provisions of this paragraph (iv) are intended to conform the  payments under this Plan to the requirements of Code section 409A, and shall not be  construed to permit delay by the Company of payment of amounts due earlier in  accordance with this Agreement.  (v) Fractional Shares. Cash shall be paid in lieu of any fractional share of Company  stock that would otherwise be distributed with respect to the Phantom Stock/RSU  Account or Deferred RSUs.  (vi) Application of Section 8. Distributions from a Participant’s Deferred Fee  Account, Phantom Stock/RSU Account and/or Deferred RSUs may only be made  pursuant to the provisions of this Section 8.  Section 9. PARTICIPANT’S RIGHTS UNSECURED.  No fund is to be created to meet payment obligations under this Plan, and the right of a  Participant to receive any unpaid portion of any amounts credited to the Participant’s Deferred  Fee Account and/or Phantom Stock Account shall be an unsecured claim against the general  assets of the Company.  Section 10. NON-ASSIGNABILITY.  The right of a Participant to receive any unpaid portion of any amounts credited to his or her  Deferred Fee Account, Phantom Stock/RSU Account and/or Deferred RSUs shall not be  assigned, transferred, pledged or encumbered or be subject in any manner to alienation or  anticipation, except that a Participant may designate, on forms provided by the Company, a  





 






9  US-DOCS\125415451.2  beneficiary to receive benefits under the Plan in the event of such Participant’s death. If there is  no beneficiary designation in effect for a Participant, or if there is no surviving designated  beneficiary, then the benefits specified hereunder shall be distributed in accordance with the  applicable laws of descent and distribution.  Section 11. ADMINISTRATION.  The “Administrator” of this Plan shall be the Executive Vice President, Human Resources of the  Company, who shall have authority to adopt rules and regulations for carrying out the Plan and  to interpret and implement the provisions hereof.  Section 12. AMENDMENT AND TERMINATION  This Plan may at any time be amended, modified or terminated by the Board. No amendment,  modification or termination shall, without the consent of a Participant, adversely affect such  Participant’s rights with respect to amounts credited to the Participant’s Deferred Fee Account,  Phantom Stock Account and/or Deferred RSUs. No such amendment, modification, or  termination shall be adopted or effective if it would result in accelerated recognition of income  or imposition of additional tax under Code section 409A or, except as otherwise provided in the  amendment, would cause amounts that were not otherwise subject to Code section 409A to  become subject to section 409A.