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Exhibit 10.1
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 ").
RECITALS
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2006 Agreement is hereby amended, restated and superseded in its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. Term of Employment.
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 Company shall have no obligation to
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