a2012plan-rsuagreementxd






        GATX CORPORATION  2012 AMENDED AND RESTATED INCENTIVE AWARD PLAN  RESTRICTED STOCK UNIT AGREEMENT - DIRECTORS    In partial consideration of the provision of services by the Participant, an director of  GATX Corporation (the "Company"), and as further incentive for the Participant to  advance the interests of the Company, the Company hereby grants to the Participant,  on the Grant Date, _______ Restricted Stock Units (the "RSUs") with respect to the  same number of Shares of the Company pursuant to the GATX Corporation 2012  Amended and Restated Incentive Award Plan (the “Plan”).  Such grant is expressly  subject to the terms and conditions of this Restricted Stock Unit Agreement (the  “Agreement”) as hereinafter set forth and further subject to the terms and conditions of  the Plan, both of which are incorporated herein by reference.    1. Defined Terms.  Capitalized terms used in this Agreement are defined in  paragraph 9 or elsewhere herein. Capitalized terms used but not defined herein  shall have the meanings ascribed thereto in the Plan.    2. 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 Shares are actually issued to the Participant in accordance  with paragraph 3 of this Agreement.      A bookkeeping account (or an account with the Company's share plan  administrator) shall be established by the Company for the Participant, to which  shall be credited dividend equivalents equal to the product of (a) the number of  the Participant’s RSUs and (b) the dividend declared on a single share of  Common Stock.  To the extent the Participant becomes vested in the RSUs, the  Participant shall be entitled to a distribution of the dividend equivalents in cash  credited to his or her account at the same time as the Shares are issued with  respect to the RSUs so vesting, unless the Participant has filed an election to  defer receipt of the Shares under the Director’s Voluntary Deferred Fee Plan, in  which case all dividend equivalents shall be credited and paid as provided under  that plan.    3. Vesting, Transfer and Forfeiture of RSUs.         (a) Except as otherwise provided in subparagraph 3(b) below, the Participant  shall vest in the RSUs on the Vesting Date. The RSUs shall be converted  and exchanged for an equal number of shares of Stock to be issued to the  Participant no later than the tenth (10th) business day following the Vesting  Date, unless the Participant has filed an election to defer receipt of the  Shares under the Director’s Voluntary Deferred Fee Plan, in which case the  Shares shall be delivered as provided under that plan.  Notwithstanding the  foregoing, if the Participant’s Date of Termination occurs for reasons other  than death or Disability prior to the Vesting Date, the Participant shall forfeit  





 






      2  all unvested RSUs and the Participant shall have no further rights under this  Agreement.      (b) Notwithstanding the provisions of subparagraph 3(a) above, the  Participant shall become vested in the RSUs as provided in  subparagraphs (i) and (ii) below, and shall become owner of an equal  number of Shares thereof free of all restrictions otherwise imposed by this  Agreement as provided in subparagraph (iii) below, as follows:    (i) If the Participant’s Date of Termination occurs as a result of death,  or Disability, the Participant will be vested on such Date of  Termination in a pro rata portion of the RSUs based on his or her  length of service equal to the product of:     (A) the number of RSUs granted to the Participant hereunder;  and     (B)  a fraction (not greater than one), the numerator of which  shall be the number of days the Participant is a director or  otherwise employed by the Company or its Subsidiaries  during the period beginning on the Grant Date and ending on  the Date of Termination and the denominator of which shall  be the number of days in the Vesting Period.     (ii) The RSUs will vest in full upon a Change in Control.     (iii) Following the vesting of the RSUs under subparagraph (i) or (ii),  RSUs shall be converted to an equal number of Shares and issued  no later than the tenth (10th) business day following the Date of  Termination, unless the Participant has filed an election to defer  receipt of the Shares under the Director’s Voluntary Deferred Fee  Plan, in which case the Shares shall be delivered as provided  under the terms of that plan.      (c) Except pursuant to a domestic relations order, RSUs may not be sold,  assigned, transferred, pledged or otherwise encumbered until share of  Common Stock have been distributed to the participant free and clear of  all restrictions.     4. Withholding.  The granting, vesting and settlement of RSUs under this  Agreement are subject to any required withholding of applicable taxes.  Subject  to such rules and limitations as may be established by the Administrator 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) 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  





 






      3  Participant is otherwise entitled under the Plan or this Agreement; provided,  however, that, except as otherwise provided by the Administrator, Shares  otherwise payable under this Agreement may not be used to satisfy more than  the Company's minimum statutory withholding obligation (based on minimum  statutory withholding rates for income tax purposes, including payroll taxes, that  are applicable to such supplemental taxable 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 otherwise by applicable securities or other laws, then unless otherwise elected  by the Participant during a period when he/she was not so restricted from trading,  the Company shall automatically satisfy the Participant’s withholding obligation, if  any, by withholding from Shares otherwise deliverable under this Agreement    5. 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.    6. 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 & Benefits  of the Company.  This Agreement is subject to all interpretations, amendments,  rules and regulations promulgated by the Administrator from time to time  pursuant to the Plan.     7. Not an Employment Contract.  The Award will not confer on the Participant any  right with respect to continuance of service or employment with the Company or  any Subsidiary, nor will it interfere in any way with any right the Company or any  Subsidiary would otherwise have to modify the terms of such Participant's future  compensation at any time.      8. Notices.  Any written notices provided for in this Agreement or the Plan shall be  provided to the Company at the following address:  





 






      4  GATX Corporation  233 South Wacker Drive  Chicago, IL 60606-7147  U.S.A  All notices shall be in writing and shall be deemed sufficiently given if either hand  delivered, sent by electronic means which acknowledges delivery, fax, overnight  courier, or by postage paid first class mail.  Any such notice sent by mail shall be  deemed received three business days after mailing, 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.     9. Definitions.  For purposes of this Agreement, the terms used in this Agreement  shall be subject to the following:  “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 determined by  the Board in its discretion.   “Grant Date” shall mean the date this RSU award was awarded under the terms  of the Company’s non-employee director compensation program.  “Vesting Date” means the date of the first annual meeting of shareholders of the  Company at which directors are elected following the Grant Date.  “Vesting Period” means the period beginning on the Grant Date and ending on  the Vesting Date.