a2022performanceshareagr






1  US-DOCS\126877881.4  GATX CORPORATION  2012 INCENTIVE AWARD PLAN  PERFORMANCE SHARE AGREEMENT  FOR EXECUTIVE OFFICERS    This PERFORMANCE SHARE AGREEMENT (this “Agreement”) is entered into  as of February 16, 2022 (the “Grant Date”) by and between the Participant and GATX  Corporation (the "Company") in respect of the performance period beginning on  January 1, 2022 through and including December 31, 2024 (the “Performance Period”).    WHEREAS, the Company maintains the GATX Corporation Amended and  Restated 2012 Incentive Award Plan (the "Plan"), which is incorporated into and forms a  part of this Agreement, and the Participant has been selected by the Compensation  Committee of the Board of Directors of the Company (the “Committee”), which has been  charged with the responsibility of administering the Plan, to receive a grant of  Performance Shares under the Plan;    NOW, THEREFORE, IT IS AGREED, by and between the Company and the  Participant as follows:    1. Defined Terms.  Certain capitalized terms used in this Agreement are defined in  paragraph 13 or elsewhere in this Agreement.  Capitalized terms used but not  defined herein shall have the meanings ascribed thereto in the Plan.    2. Award.  Subject to the terms of the Plan and this Agreement, the Participant is  hereby granted the number of Performance Shares approved by the Committee,  subject to Section 3.1 and Article 5 of the Plan and as set forth on the  Shareworks website (https://www.shareworks.com) or any successor  administrator the Committee may designate from time to time to administer the  Plan and this Agreement (the “Award”).  Each Performance Share entitles the  Participant to receive one share of Common Stock of the Company (each a  “Share”) subject to the terms and conditions of this Agreement.    3. Voting Rights and Dividends.  Notwithstanding anything to the contrary, the  Participant shall not have any rights as a shareholder of the Company, including  the right to vote, until the Participant actually receives Shares in accordance with  paragraph 4 of this Agreement.       An account shall be established for the Participant, to which shall be credited  dividend equivalents equal to the product of (a) the number of the Participant’s  Performance Shares and (b) the dividend declared on a single share of Common  Stock.  To the extent the Participant becomes vested in Performance Shares, the  Participant shall be entitled to a distribution of the dividend equivalents credited  to his or her account if and when Shares are issued with respect to Performance  Shares to which the Participant becomes entitled pursuant to paragraph 4 of this  Agreement.  All dividend equivalents paid will be considered ordinary income and  





 






2  US-DOCS\126877881.4  will be subject to supplemental withholding rates for income tax purposes  including payroll taxes, applicable to such supplemental income.    4. Vesting, Transfer and Forfeiture.      (a) After the end of the Performance Period, the Committee shall determine  the number of the Participant's Performance Shares that have been  earned for the Performance Period in accordance with the schedule set  forth on Exhibit 1, weighted by the percentages set forth in the column  captioned “Weight” on Exhibit 2 and calculated in the manner set forth on  Exhibit 2 (provided that the determination under this subparagraph 4(a)  shall be subject to modification as provided in paragraph 8 hereof).  The  date of the Committee’s determination being the “Determination Date”.     (b) Notwithstanding anything in this Agreement to the contrary that requires  delivery and payment of Shares, the Participant may elect, in his or her  sole discretion in lieu of Shares, to receive from the Company cash equal  to the Fair Market Value of the Shares (as of the Determination Date) that  otherwise would be delivered and payable under the terms of this  Agreement, provided that the following conditions are met: (i) the  Participant is within five years of Normal Retirement Age (age 65) under  the GATX Non-Contributory Pension Plan for Salaried Employees as of  the last day of the Performance Period; or (ii) the Participant satisfies at  least 150% of his or her ownership requirement under the Company’s  stock retention policy as of the last day of the Performance Period; and (iii)  such election is submitted in writing on such form as the Company may  specify (the “Cash Election”).  The Participant may submit a Cash Election  only during any period in which the Participant is allowed to trade in the  Company’s Shares under the Company’s insider trading policy, but no  later than the Determination Date for the Performance Period.  If any of  the foregoing conditions are not met, then the election will be void and the  Participant shall receive payment under this Agreement in the form of  Shares.  Otherwise, an election to receive cash in lieu of Shares may not  be revoked or changed once made.    (c) As soon as practicable after the Determination Date, but not later than  March 15 of the year following the end of the Performance Period, an  equal number of Shares shall be transferred to the Participant.    (d) Except as provided in subparagraph 4(e) below, if the Participant's Date of  Termination occurs prior to the end of the Performance Period, the  Participant shall forfeit all Performance Shares and rights under this  Agreement.     (e) Notwithstanding subparagraph 4(d) above, the Participant shall become  vested in a number of earned Performance Shares hereunder, and shall  





 






3  US-DOCS\126877881.4  become owner of an equal number of Shares in respect thereof, free and  clear of all restrictions otherwise imposed by this Agreement, as follows:    (i) If the Participant’s employment is involuntarily terminated by the  Company other than for Cause, not less than eighteen (18) months  following the beginning of the Performance Period but on or prior to  the end of the Performance Period, the Participant will be entitled to  a pro rata portion of his or her earned Performance Shares based  on the length of his or her employment during the Performance  Period.  The pro rata portion of the Performance Shares shall equal  the product of:      (A)  the number of Performance Shares to which the Participant  would otherwise be entitled in accordance with the foregoing  provisions of this paragraph 4 had his or her employment not  been terminated; and     (B) a fraction (not greater than one), the numerator of which is  the number of days the Participant was employed by the  Company or its Subsidiaries during the period beginning on  the date of commencement of the Performance Period and  ending on the Date of Termination, and the denominator of  which is the number of days in the Performance Period.    The Shares to which the Participant is entitled pursuant to this  subparagraph 4(e)(i) shall be transferred to the Participant in the  year following the end of the Performance Period as soon as  practical following the Determination Date, but not later than March  15 of the year following the end of the Performance Period.    (ii) If the Participant's Date of Termination occurs by reason of the  Participant's death, Retirement or Disability prior to the end of the  Performance Period, the Participant will be entitled to receive a pro  rata portion of his or her earned Performance Shares based on the  length of his or her employment during the Performance Period.   The pro rata portion of the Performance Shares shall equal the  product of:      (A)  the number of Performance Shares to which the Participant  would otherwise be entitled in accordance with the foregoing  provisions of this paragraph 4 if no Date of Termination had  occurred; and     (B) a fraction (not greater than one), the numerator of which is  the number of days during the period beginning on the date  of commencement of the Performance Period and ending on  





 






4  US-DOCS\126877881.4  the date of the Participant’s death, Retirement or Disability,  and the denominator of which is the number of days in the  Performance Period.     Notwithstanding the foregoing, if the Participant’s Date of  Termination occurs by reason of the Participant’s death, Retirement  or Disability, the Committee may, in its sole discretion, increase the  number of Performance Shares to which the Participant is entitled,  but in no event will the Participant be entitled to a distribution that is  greater than what would have been distributable if no Date of  Termination had occurred. The Shares to which the Participant is  entitled pursuant to this subparagraph 4(e)(ii) shall be transferred to  the Participant in the year following the end of the Performance  Period as soon as practical following the Determination Date, but  not later than March 15 of the year following the end of the  Performance Period.    (iii) Subject to the provisions of Section 14.2 of the Plan (relating to the  adjustment of Shares), if a Change in Control occurs prior to a  Participant's Date of Termination and before the end of the  Performance Period and, within two (2) years after the occurrence  of the Change in Control, the Participant's Date of Termination  occurs by reason of discharge by the Participant's employer without  Cause or the Participant resigns from employment with the  employer for Good Reason, the Participant shall become vested in  all Performance Shares granted under this Agreement prior to the  Change in Control that are held by the Participant as of the Date of  Termination, in accordance with subparagraphs 4(e)(iv) or 4(e)(v),  as applicable.      (iv) With respect to any Performance Shares that become vested in  connection with a Change in Control described in Subsection  2.7(a), (b), (c) or (d) of the Plan, the number of Shares to which the  Participant is entitled upon the vesting of his or her Performance  Shares shall be calculated as if the Company had achieved 100%  performance against its Performance Goals, and shall be  transferred to the Participant as soon as practicable following the  Date of Termination.  Following a distribution in accordance with  this subparagraph 4(e)(iv), the Participant shall have no further  rights under this Agreement.    (v) With respect to any Performance Shares that become vested in  connection with a Change in Control described in Subsection 2.7(e)  of the Plan, with respect to a Participant as described therein  (relating to certain transactions involving a Subsidiary or Business  Segment), as soon as practicable following the Date of  





 






5  US-DOCS\126877881.4  Termination, the Participant shall receive a distribution of the  following number of Shares, determined on the assumption that the  Company achieved 100% performance against its Performance  Goals as follows:      (A) If the Date of Termination occurs during the first year of the  Performance Period, the Participant shall be entitled to  receive Shares equal in number to one-third (1/3) of his or  her Performance Shares.    (B) If the Date of Termination occurs during the second year of  the Performance Period, the Participant shall be entitled to  receive Shares equal in number to two-thirds (2/3) of his or  her Performance Shares.       (C) If a Date of Termination occurs during the third year of the  Performance Period, such Participant shall be entitled to  receive Shares equal in number to the total of all of his or  her Performance Shares.      Following a distribution in accordance with this subparagraph  4(d)(v), the Participant shall have no further rights under this  Agreement.    (vi) For purposes of subparagraphs 4(e)(iii) and 4(e)(v) hereof, if, as a  result of a Change in Control described in Subsection 2.7(e) of the  Plan, the Participant’s employer ceases to be a Subsidiary (and the  Participant’s employer is or becomes an entity that is separate from  the Company), and the Participant is not, immediately following the  Change in Control, employed by the Company or an entity that is  then a Subsidiary, then the occurrence of the Change in Control  shall be treated as the Participant’s Date of Termination caused by  the Participant being discharged by the employer without Cause.      (f) Except pursuant to a domestic relations order, the Performance Shares  may not be sold, assigned, transferred, pledged or otherwise encumbered  until Shares have been distributed to the Participant free and clear of all  restrictions.    5. Withholding.  The granting, vesting and settlement of Performance Shares under  this Agreement are subject to withholding of all applicable taxes, employee social  security or other social insurance contributions, solidarity charges and any other  legally required withholdings on income.  Subject to such rules and limitations as  may be established by the Committee from time to time, the Participant may  satisfy his or her withholding obligations through (i) payment of cash to the  Company equal to the amount of taxes required to be withheld, (ii)  





 






6  US-DOCS\126877881.4  contemporaneously withholding from other sources of income otherwise payable  to the Participant by the Company or any Subsidiary, or (iii) the surrender of  Shares which the Participant already owns, or to which the Participant is  otherwise entitled under the Plan or this Agreement; provided, however, that,  except as otherwise provided by the Committee, Shares otherwise payable under  this Agreement may not be used to satisfy more than the Employer's minimum  legally required withholding obligation (based on minimum statutory rates that are  applicable to such income).  In the event that the withholding obligation arises  during a period in which the Participant is prohibited from trading in Common  Stock pursuant to the Company’s insider trading policy, or by applicable  securities or other laws, then unless otherwise elected by the Participant during a  period when he or she was not so restricted from trading, the Employer shall  automatically satisfy the Participant’s withholding obligation by withholding from  Shares otherwise deliverable under this Agreement. The Participant understands  that he/she may suffer adverse tax consequences as a result of the grant,  vesting or settlement of the Performance Shares. GATX including the Employer  does not make any representation or undertaking regarding the treatment of any  tax withholding in connection with the awarding, vesting or settlement of the  Performance Shares.  GATX does not commit and is under no obligation to  structure the Plan to reduce or eliminate Participant’s tax liability. The Participant  represents that he/she has had the opportunity to consult with any tax  consultants he/she deems advisable in connection with the Plan and that he/she  is not relying on the Company or the Employer for any tax advice. The Participant  is relying solely on such advisors and not on any statements or representations  of the Company, the Employer or any of their agents.    6. Heirs and Successors.  This Agreement shall be binding upon, and inure to the  benefit of, the Company and its successors and assigns, including any person  acquiring, whether by merger, consolidation, purchase of assets or otherwise, all  or substantially all of the Company's assets and business.  If any rights of the  Participant or benefits distributable to the Participant under this Agreement have  not been exercised or distributed, respectively, at the time of the Participant's  death, such rights shall be exercisable by the Designated Beneficiary, and such  benefits shall be distributed to the Designated Beneficiary, in accordance with the  provisions of this Agreement and the Plan.  If a deceased Participant fails to  designate a beneficiary, or if the Designated Beneficiary does not survive the  Participant, any rights that would have been exercisable by the Participant and  any benefits distributable to the Participant shall be exercised by or distributed to  the legal representative of the estate of the Participant.  If the Designated  Beneficiary survives the Participant but dies before the exercise of all rights or  the complete distribution of benefits under this Agreement, then any remaining  rights and any remaining benefit distribution shall be exercisable by or distributed  to the legal representative of the estate of the Designated Beneficiary.    7. Administration.  The authority to manage and control the operation and  administration of this Agreement shall be vested in the Committee, and the  





 






7  US-DOCS\126877881.4  Committee shall have all powers with respect to this Agreement as it has with  respect to the Plan.  Any interpretation of this Agreement by the Committee and  any decision made by it with respect to this Agreement shall be final and binding  on all persons.    8. Modification of Performance Goals.  Pursuant to Subsection 2.33(b) of the Plan,  in determining the extent to which the Performance Goals have been achieved,  the Committee may, in its sole discretion, include or exclude items or events that  impact the final results, positively or negatively, as it deems appropriate.     In the event that it is later determined an award was erroneously calculated and  paid, then the Company may, in its sole discretion, make appropriate  adjustments, including the right to recover any overpayment through offsets of  future compensation (to the extent legally permissible) or to make additional  payments for any award that was underpaid.  Nothing herein shall require the  Company to correct any under or overpayment.  In case of an overpayment,  employees agree to execute the appropriate forms upon request authorizing the  Company to deduct the amount of such overpayment from payroll, in accordance  with applicable wage deduction laws, or to promptly repay such overpayment in  full upon request.    9. Plan Governs.  Notwithstanding anything in this Agreement to the contrary, the  terms of this Agreement shall be subject to the terms of the Plan, a copy of which  may be obtained by the Participant from the Director, Compensation of the  Company. This Agreement is subject to all interpretations, amendments, rules  and regulations promulgated by the Committee from time to time pursuant to the  Plan.    10. Not An Employment Contract.  The grant of Performance Shares hereunder will  not confer on the Participant any right with respect to continuance of employment  or other service with GATX or the Employer, nor will it interfere in any way with  any right GATX or the Employer would otherwise have to terminate or modify the  terms of such Participant's employment or other service at any time. The grant of  the Performance Shares does not create or form any part of a contract for  employment with the Employer or any GATX entity.    11. Notices.  Any written notices provided for in this Agreement or the Plan shall be  provided in accordance with subparagraph 11(a) or 11(b), as applicable and, if  provided to the Company, shall be addressed as follows:    GATX Corporation  233 South Wacker Drive  Chicago, IL 60606-7147  U.S.A.      





 






8  US-DOCS\126877881.4  (a) Any notice required by the Participant pursuant to the definition of Good  Reason, as defined below, shall be in writing given by email, hand delivery  or by registered or certified mail, return receipt requested, postage  prepaid, addressed to the Executive Vice President and Chief Human  Resources Officer and shall be effective when actually received.      (b) All other notices shall be in writing and shall be deemed sufficiently given  if emailed, hand delivered or if sent by fax or overnight courier, or by  postage paid first class mail.  Any such notice sent by mail or email shall  be deemed received three business days after mailing or emailing, but in  no event later than the date of actual receipt and shall be directed, if to the  Participant, at the Participant's address indicated by the Company's  records, or if to the Company, to the attention of the Director,  Compensation and Benefits.    12. Amendment.  This Agreement may be amended in accordance with the  provisions of the Plan, and may otherwise be amended by written agreement of  the parties.    13. No Right to Future Grants; No right to Compensation. The Plan is discretionary in  nature and that, subject to the terms of the Plan, the Company can amend,  cancel or terminate the Plan at any time. The grant of the Performance Shares  under the Plan is voluntary and occasional and does not give Participant any  contractual or other right to receive Performance Shares or benefits in lieu of  Performance Shares in the future, even if a Participant has received  Performance Shares repeatedly in the past.  All determinations with respect to  any future awards, including, but not limited to, the times when awards under the  Plan shall be granted and the terms thereof, including the time or times when any  Performance Shares may vest, will be at the sole discretion of the Administrator.  Participation in the Plan is voluntary. The value of the Performance Shares is an  extraordinary item of compensation that is outside of the scope of any  employment contract or directorship, or consultancy relationship and are not part  of normal or expected compensation or salary for any purpose, including, without  limitation, calculating severance, resignation, redundancy, end of service  payments, bonuses, long-service awards, pension or retirement benefits, or  similar payments.  No claim or entitlement to compensation or damages arises  from the expiration, termination or forfeiture of the Performance Shares or any  portion thereof.    14. Definitions.  For purposes of this Agreement, the terms used in this Agreement  shall be subject to the following:    “3-Year Average Return on Equity” shall mean the sum of net income divided by  average equity for each year in the Performance Period divided by three (3).   Accumulated other comprehensive income is excluded from equity.    





 






9  US-DOCS\126877881.4  “3-Year Cumulative Investment Volume” shall mean the sum of consolidated  cumulative GAAP basis portfolio investments and capital additions as reported  on the company’s audited balance sheet for each year in the Performance  Period.  Purchases of leased in assets are excluded.    “Cause” shall mean (i) the willful and continued failure of the Participant to  perform the Participant’s duties with the Company or one of its affiliates (other  than any such failure resulting from incapacity due to physical or mental illness),  or (ii) the willful engaging by the Participant in illegal conduct or gross misconduct  in the course of his or her discharge of duties for the Company.   For purposes of  this provision, no act or failure to act, on the part of the Participant, shall be  considered “willful” unless it is done, or omitted to be done, by the Participant in  bad faith or without reasonable belief, that the Participant’s action or omission  was in the best interests of the Company.    “Change in Control” shall have the meaning ascribed to it in Section 2.7 of the  Plan.    “Date of Termination” shall mean the date on which the Participant incurs a  Termination of Service.    “Designated Beneficiary” shall mean the beneficiary or beneficiaries designated  by the Participant in a writing filed with the Committee in such form and at such  time as the Committee shall require.      “Disability” shall mean, except as otherwise provided by the Committee, the  period in which the Participant is considered to be "disabled" as that term is  defined in the Company's long term disability plan.    “Employer” shall mean the GATX entity which employs the Participant.    “GATX” shall mean the Company collectively with each Subsidiary thereof.    “Good Reason” shall mean the occurrence of one or more of the following  conditions without the consent of the Participant:    (a) a material diminution in the Participant's base compensation, compared  with the Participant's base compensation in effect immediately prior to the  consummation of a Change in Control;    (b) a material diminution in the Participant's authority, duties, or  responsibilities, compared with the authority, duties, and responsibilities of  the Participant immediately prior to the consummation of a Change in  Control;      





 






10  US-DOCS\126877881.4  (c) the Participant is required to report to a supervisor with materially less  authority, duties, or responsibilities than the authority, duties, and  responsibilities of the supervisor who had the greatest such authority,  duties, and responsibilities at the time the Participant was required to  report to such supervisor during the 120-day period immediately preceding  the consummation of a Change in Control;    (d) a material diminution in the budget over which the Participant retains  authority, compared with the most significant budget, if any, over which  the Participant had authority at any time during the 120-day period  immediately preceding the consummation of a Change in Control;    (e) a material change in the geographic location at which the Participant must  perform services; or    (f) any other action or inaction by the Company that constitutes a material  breach of any change of control agreement between the Company and the  Participant that is in effect when a Change in Control occurs.    If (I) the Participant provides written notice to the Company of the occurrence of  Good Reason within a reasonable time (not more than 90 days) after the  Participant has knowledge of the circumstances constituting Good Reason,  which notice specifically identifies the circumstances which the Participant  believes constitute Good Reason; (II) the Company fails to notify the Participant  of the Company's intended method of correction within a reasonable period of  time (not less than 30 days) after the Company receives the notice, or the  Company fails to correct the circumstances within a reasonable period of time  after such notice (except that no such opportunity to correct shall be applicable if  the circumstances constituting Good Reason are those described in paragraph  (e) above, relating to relocation); and (III) the Participant resigns within a  reasonable time after receiving the Company's response, if such notice does not  indicate an intention to correct such circumstances, or within a reasonable time  after the Company fails to correct such circumstances (provided that in no event  may such termination occur more than two (2) years after the initial existence of  the condition constituting Good Reason); then the Participant shall be considered  to have terminated for Good Reason.    “Performance Goals” shall mean 3-Year Average Return on Equity and 3-Year  Cumulative Investment Volume established by the Committee for the  Performance Period as set forth in Exhibit 1.    “Retirement shall mean the Participant’s voluntary retirement from the Employer  on or after both attaining at least age 55 and completing at least 15 years of  service as of the Date of Termination.       





 






11  US-DOCS\126877881.4  Exhibit 1    Performance Goals, Weights and % of Target Earned  2022-2024 Performance Period    3-Year Average ROE (1)  (50% weight)    % of Target Grant Earned  <7.5% 0%  7.5% 25%  8.5% 50%  9.5% 75%  10.0% 100%  11.0% 125%  12.0% 150%  13.0% 175%  >= 14.0% 200%      Interpolated for actual performance between levels shown    (1) 3-Year Average Return on Equity is defined as the sum of net income divided by average equity for each year in the  Performance Period divided by three (3); excludes accumulated other comprehensive income from equity.      3-Year Cumulative  Investment Volume (2)  (50% weight)    % of Target Grant Earned  <$1.91 billion 0%  $1.91 billion 25%  $2.18 billion 50%  $2.45 billion 75%  $2.73 billion 100%  $3.28 billion 125%  $3.82 billion 150%  $4.37 billion 175%  >= $4.91 billion 200%      Interpolated for actual performance between levels shown    (2) 3-Year Cumulative Investment Volume is defined as the sum of consolidated cumulative GAAP basis portfolio  investments and capital additions as externally reported for each year in the Performance Period; excludes  purchases of leased in assets.    In determining the extent to which the Performance Goals have been achieved, the  Committee, in its sole discretion, may include or exclude items or events that impact the  final results, positively or negatively.   





 






Exhibit 2  12  Sample Calculation of Performance Shares Earned       Number of Performance Shares Granted:  1,000         Performance  Goal Weight    Target  Goal    Assumed  Actual  Payout  Percentage  Weighted  Payout  Percentage    3-Year  Average ROE    3-Year  Cumulative  Investment  Volume    50%      50%      10.0%      $2.73 billion    12.0%      $2.45 billion    150%      75%    75.0%      37.5%    Total Weighted Payout        112.5%    Performance Shares Earned   Shares Granted  Weighted  Payout    Total  Performance  Shares Earned  1,000   x 112.5% =    1,125