AMENDED AND RESTATED EMPLOYMENT
AGREEMENT
This Amended and
Restated Employment Agreement (“ Restated Agreement
”), dated as of March 2, 2007 is by and between The
Greenbrier Companies, Inc., an Oregon corporation (“
Company ”), and Larry G. Brady (“
Employee ”).
A.
Prior to January 10, 2006, Employee served as Senior Vice
President and Chief Financial Officer of Company.
B.
Effective January 10, 2006, Employee resigned as an officer of
Company and Employee and Company entered into an Employment
Agreement dated as of January 10, 2006 (“ 2006
Agreement ”) pursuant to which Employee has provided
transition and other services to the Company.
C.
Company desires that Employee return to the positions of Senior
Vice President and Chief Financial Officer of the Company (“
SVP/CFO ”). Employee is willing to serve as SVP/CFO
upon the terms and subject to the conditions set forth in this
Restated Agreement.
D.
Company and Employee desire to amend and restate the 2006 Agreement
in its entirety in the form of this Restated Agreement.
THEREFORE,
in consideration of the mutual covenants herein contained, the
parties agree as follows:
1. Amendment
and Restatement of 2006 Agreement.
The
2006 Agreement is hereby amended, restated and superseded in its
entirety in the form of this Restated Agreement. Notwithstanding
the preceding sentence, the Release of Claims executed by Employee
in favor of Company on or about January 10, 2006 shall
continue in force, and be unamended, as of the date of such Release
of Claims.
2. Position
with Company.
Effective
March 2, 2007, Employee shall be employed as the
Company’s Senior Vice President and Chief Financial Officer.
Employee shall devote his full-time energies and efforts
exclusively in furtherance of the business of Company and its
affiliates and shall not be engaged in any other business
activity.
3.
Compensation, Benefits and Expenses.
As
compensation for his services hereunder, Employee shall receive,
and be eligible to be participate in, as applicable, the following
compensation and benefit programs:
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3.01 Base
Salary. Beginning March 2, 2007, and continuing throughout
the Initial Term as defined herein, Company shall pay Employee a
base salary at an annualized rate of $252,000 per year, payable in
bi-monthly installments in accordance with Company’s regular
payroll practices.
3.02 Cash
Bonus Program. During the Initial Term, Employee shall be
eligible to receive annual discretionary cash bonus compensation in
accordance with Company’s practice applicable to other senior
executive officers of Company.
3.03 Target
Benefit Plan. Employee shall participate in the Greenbrier
Leasing Company Manager Owned Target Benefit Plan with respect to
the Company’s fiscal year ending August 31,
2007.
3.04 Incentive
Stock Award. Upon completion of the Initial Term, Company
management will recommend to the Compensation Committee of the
Company’s Board of Directors that the Committee consider an
award to Employee of restricted stock under the Company’s
2005 Stock Incentive Plan (the “Plan”) having an
aggregate fair market value on the date of such award, determined
in accordance with the Plan, in the range of $150,000, and vesting
in equal annual installments over a period of five
years.
3.05
Benefits. Employee shall be entitled to participate in all
employee benefit plans or programs, and to receive all benefits,
for which senior officers of Company generally are eligible, now or
hereafter established and maintained by the Company, to the extent
permissible under the general terms and provisions of such plans or
programs and in accordance with the provisions thereof. Such
employee benefits currently include, but are not limited to, group
medical, prescription drug, dental, vision and life insurance
benefits. Notwithstanding the foregoing, nothing in this Restated
Agreement shall preclude the amendment or termination of any such
plan or program, on the condition that such amendment or
termination is applicable generally to all senior officers of the
Company or any subsidiary or affiliate of the Company. Company will
provide Employee with an automobile for use in fulfilling his
responsibilities under this Restated Agreement and shall provide or
reimburse Employee for related insurance, repairs and operating
costs.
3.06
Expenses. Company shall pay or reimburse Employee for all
reasonable travel or other expenses incurred by Employee in
connection with the performance of his duties and obligations under
this Restated Agreement, subject to Employee’s presentation
of appropriate vouchers in accordance with such procedures as the
Company may from time-to-time establish for senior officers and to
preserve any deductions for federal income taxation purposes to
which the Company may be entitled.
4.01 The
term of employment of Employee hereunder shall consist of an
Initial Term and an Extended Term.
4.02 Initial
Term. The Initial Term shall commence on March 2, 2007 and
shall continue to and including August 31, 2007,
provided , that, at Employee’s election, the
Initial
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Term may be
extended to and including January 31, 2007. During the Initial
Term, Employee shall be employed as SVP/CFO.
4.03 Extended
Term. The Extended Term shall commence immediately upon
expiration of the Initial Term and shall continue for a period of
60 months from and after that date. During the Extended Term,
Employee shall resign as SVP/CFO and shall not be an officer of
Company. During the Extended Term, Company shall employ Employee as
a part-time employee, to provide services as requested by
Company’s Chief Executive Officer. Employee shall not be
required to work in excess of 20 hours per month during the
Extended Term, without the consent of Employee.
4.04 Base
Salary During Extended Term. During the Extended Term, Company
shall pay Employee an annual base salary of $120,000, payable in
bi-monthly installments in accordance with Company’s regular
payroll practices.
5.
Confidential Information
Employee
acknowledges that a substantial portion of the information
pertaining to the affairs, business, clients, or customers of
Company or any of its affiliates (any or all of such entities
hereinafter referred to as the “Business”), as such
information may exist from time to time, is confidential
information and is a unique and valuable asset of the Business,
access to and knowledge of which are essential to the performance
of Employee’s duties under this Restated Agreement. Employee
agrees not to use or disclose any confidential information during
the Initial Term or the Extended Term, or thereafter, other than in
connection with performing Employee’s services for Company in
accordance with this Restated Agreement (except such information as
is required by law to be divulged to a government agency or
pursuant to lawful process), or make use of any such confidential
information for his own purposes or for the benefit of any person,
firm, association or corporation (except the Business) and shall
use his reasonable efforts to prevent the unauthorized disclosure
of any such confidential information by others. As used in this
Section 5, the term “confidential” shall not
include information which, at the time of disclosure or thereafter,
is generally available to and known by the public, other than as a
result of a breach of this Restated Agreement by
Employee.
6. Covenant
Not To Compete
In
consideration of payment by the Company of the Severance Payment
provided for in Section 8 of this Agreement, Employee agrees
that, during the Initial Term and the Extended Term, Employee will
not, without prior written consent of Company, directly or
indirectly: (i) (whether as director, officer, consultant,
principal, employee, agent or otherwise) engage in or contribute
Employee’s knowledge and abilities to any business or entity
in competition with Company; (ii) employ or attempt to
employ or assist anyone in employing any person who is an employee
of Company; or (iii) attempt in any manner to solicit from
any customer business of the type performed by Company or persuade
any customer of Company to cease doing business or reduce the
amount of business that such client has customarily done with
Company. This covenant not to compete is intended to constitute and
be enforceable as a “bonus restriction agreement” under
Oregon law. In the event Employee breaches this covenant
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not to compete,
the Compa
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