Employment Agreement

Exhibit 10.1

EMPLOYMENT AGREEMENT

     This Employment Agreement, dated as of April 7, 2008 (the “Effective Date”) is by and between The Greenbrier Companies, Inc., an Oregon corporation (the “Company”), and James T. Sharp (“Employee”).

RECITALS

     A. Employee currently serves as the President of Greenbrier Leasing Company LLC (“GLC”), a wholly-owned subsidiary of the Company.

     B. The Company desires to obtain the continued services of Employee in that capacity and to provide for benefits in the event of termination of Employee’s employment following a change of control of the Company. Employee is willing to serve the Company in such capacity upon the terms and subject to the conditions set forth in this Agreement.

     THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows:

     1.1 Employment of Employee . The Company agrees to employ Employee, and Employee agrees to serve, as the President of GLC during the Term and upon the conditions set forth in this Agreement.

     1.2 Responsibilities . Employee shall report to the President and Chief Executive Officer (“CEO”) of the Company. He shall be responsible for the duties customarily performed by, and shall possess the powers and exercise the responsibilities customary of, the position set forth in Section 1.1. Employee agrees to abide by all the policies, practices and rules of the Company.

     1.3 Extent of Duties . Employee shall devote his reasonable full-time energies and efforts exclusively in furtherance of the business of the Company and its affiliates and shall not be engaged in any other business activity; provided, that nothing in this Agreement shall preclude Employee from serving as a director or member of a committee of any company or organization, the business of which does not conflict or compete with the business of the Company or its affiliates, or from engaging in charitable, community and political activities, or investing his personal assets in activities in which his participation is that of an investor.

     1.4 Location . The Company shall not require Employee to be based at any office that is located more than 35 miles from where Employee’s office is located as of the date of this Agreement, during the Term of this Agreement. If the Company should require Employee to relocate to an office located more than 35 miles from his current location as a condition of continuing his employment with the Company and Employee declines to relocate, then Employee’s termination of employment shall be deemed a termination by the Company without

Cause, and Employee shall be entitled to severance benefits in accordance with Section 7.1 of this Agreement.

     2.1 Term . The term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue for a period of two years from that date, unless such Term is renewed as provided for in Section 2.2.

     2.2 Renewal . On the date that is one year from the Effective Date of this Agreement, and on each successive anniversary of that date (the “Anniversary Date”) the Term shall be automatically renewed and extended for one additional year unless, within 90 days prior to such Anniversary Date, the Company or Employee provides written notice to the other party that the Term shall not be so renewed and extended. Employee may, upon not less than 60 days’ written notice to the Company, elect to treat the Company’s notice of non-renewal of this Agreement as a notice of termination of Employee’s employment by the Company other than for Cause. If Employee makes such an election, then (a) Employee shall not be obligated to perform services for the Company after the expiration of such 60 days’ notice period, and (b) Employee shall be entitled to the severance benefits provided for in Section 7.1.

     3.1 Base Salary . The Company shall pay Employee a Base Salary, which shall be $250,000 per year as of the Effective Date, and shall be adjusted annually by the CEO. The Base Salary shall be payable in accordance with the Company’s usual and customary payroll practices, but no less frequently than monthly installments.

     3.2 Annual Bonus . The Company shall pay Employee an Annual Bonus each year during the Term in an amount to be determined by the CEO, based on achievement of performance goals established or approved by the CEO, all in consultation with the Compensation Committee of the Company’s Board of Directors (the “Committee”). Employee’s target Annual Bonus amount shall equal 50 percent of Employee’s annual Base Salary, but the actual amount of Employee’s Annual Bonus for any year may be an amount less than, greater than, or the same as the target amount. Such Annual Bonus shall be paid to Employee in cash (subject to normal withholding and payroll deductions) within 120 days following the end of the fiscal year in which such Annual Bonus shall be earned.

     3.3 Employee Benefits . Employee shall be entitled to participate in all employee benefit plans or programs and to receive all benefits for which salaried employees of the 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, and participation in the Company’s 401(k) plan and employee stock purchase plan. Notwithstanding the foregoing, nothing in this 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.

     3.4 Additional Life Insurance . In addition to the employee benefits described in Section 3.3, the Company shall obtain and/or keep in force life insurance coverage for Employee in the face amount of not less than $1,000,000, for as long as Employee is employed by the Company. The policy to be obtained or currently in force that satisfies the requirements of this Section 3.4, and including any replacement or successor policy, is referred to as the “Supplemental Policy.” The Supplemental Policy shall be structured such that the pre-tax cash surrender value of the Supplemental Policy shall be not less than $500,000 as of the date Employee attains age 62. If Employee’s employment terminates as a result of a voluntary termination by Employee, the Company shall surrender to Employee the Company’s rights to the Company portion of the cash surrender value under the Supplemental Policy. If Employees’ employment terminates as a result of a termination by the Company without Cause or following a Change of Control (including, without limitation, any termination that is deemed to have occurred following a Change of Control in accordance with Section 8.1), the Company shall continue to pay the premiums for the Supplemental Policy for a period of two years following the Date of Termination, as provided for under Section 7.1(b) or Section 8.1(b), as applicable, and at the end of such two-year period shall surrender to Employee the Company’s rights to the Company portion of the cash surrender value under the Supplemental Policy.

     3.5 Target Benefit Program . The Company shall make a contribution on Employee’s behalf to the Greenbrier Leasing Company LLC Manager Owned Target Benefit Plan (the “Target Benefit Plan”) or to a successor or replacement plan of a similar type that the Company or its affiliates may adopt, in accordance with the terms of such plan, for each fiscal year in which Employee is employed by the Company for any portion of such fiscal year.

     3.6 Equity Based Compensation Programs . Employee shall be eligible to participate in the Company’s restricted stock or options programs, and shall receive such awards as may be determined by the Committee from time to time.

     3.7 Paid Time Off . During the Term, Employee shall be entitled to five weeks of paid time off (“PTO”) during each fiscal year of the Company, to be taken at times which do not unreasonably interfere with performance of Employee’s duties. PTO shall accrue ratably during the fiscal year. Any unused portion of such PTO may not be carried forward from year-to-year by Employee, consistent with the Company’s general policy for officers of the Company.

     3.8 Use of Automobile . Employee shall be eligible to participate in the company car program in the same form as available to other Executive Officers.

     3.9 Business Expenses . The 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 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.

Employee acknowledges that a substantial portion of the information pertaining to the affairs, business, clients, or customers of the 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 Agreement. Employee agrees not to use or disclose any confidential information during the Term or thereafter other than in connection with performing Employee’s services for the Company in accordance with this 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 4, 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 Agreement by Employee.

In consideration of payment by the Company of the severance payment provided for in Section 7 of this Agreement, Employee agrees that during his employment and, in the event that Employee voluntarily terminates his employment with the Company, for a period of one year after such termination of employment, Employee will not directly or indirectly own (as an asset or equity owner), or be employed by or consult for, any business in direct competition with the Company in the same product or service lines in which the Company is engaged at the time Employee terminates his employment; provided that ownership of one percent (1%) or less of the outstanding stock of a publicly traded corporation will not be deemed to be a violation of this Agreement.

Employee agrees that the restrictions set forth in Section 5 are reasonable and necessary to protect the goodwill of the Company. If any of the covenants set forth therein are deemed to be invalid or unenforceable based on the duration or otherwise, the parties contemplate that such provisions shall be modified to make them enforceable to the fullest extent permitted by law. In the event of a breach or threatened breach by Employee of the provisions set forth in Sections 4 or 5, Employee acknowledges that the Company will be irreparably harmed and that monetary damages shall be an insufficient remedy to the Company. Therefore, notwithstanding the arbitration provisions of Section 10.1, Employee consents to enforcement of Sections 4 or 5, by means of temporary or permanent injunction and other appropriate equitable relief in any competent court, in addition to any other remedies the Company may have under this Agreement or otherwise.

     7.1 Effect of Termination of Employment . If, during the Term, the Company terminates Employee’s employment for any reason other than “Cause” (as defined in Section 7.2), or other than in the event of a Change of Control (as defined in Section 8.2):

          (a) The Company shall pay Employee a lump sum severance payment equal to the sum of: (i) an amount equal to two times Employee’s Base Salary as in effect immediately preceding the date of Employee’s termination of employment, plus (ii) an amount equal to two times the Average Bonus, plus (iii) the Pro Rated Bonus. “Pro Rated Bonus” shall mean the sum of the following: (x) with respect to the fiscal year in which such termination occurs, an amount equal to the Average Bonus multiplied by a fraction, the numerator of which is the number of days during such fiscal year (which begins September 1) that Employee is employed and the denominator of which is 365; plus (y) with respect to the fiscal year immediately preceding the fiscal year in which such termination occurs, the Average Bonus, but if and only if Employee has not received an annual bonus with respect to such fiscal year. “Average Bonus” shall mean the average of the two most recent annual bonuses received by the Employee prior to the year in which his termination of employment occurs. The Company may condition the receipt of the severance payment provided for in this Section 7.1 on Employee having first provided to the Company a signed, comprehensive release of claims against the Company and its affiliates as of the date of termination, in the form attached as Exhibit A to this Agreement. Such severance payment shall be paid within 30 days following the date Employee signs the release of claims required under this Section 7.1.

          (b) For a period of two years following the Date of Termination (as defined in Section 8.2(d), the Company shall continue to provide or pay the cost of all employee benefits provided pursuant to Sections 3.3 and 3.4 to Employee and/or Employee’s family, and shall continue to furnish an automobile to Employee, at the Company’s expense. If Employee becomes reemployed with another employer during such period and is eligible to receive such benefits under another employer provided plan, the Company shall not be obligated to continue to provide such benefits, to the extent that reasonably similar benefits are available to Employee pursuant to such employer-provided plan. The Company may satisfy its obligations under this Section 7.1(b), in part, by paying the applicable premiums for continuation coverage pursuant to COBRA for Employee and/or his eligible dependents, for as long as such coverage is available under COBRA. “COBRA” refers to the Consolidated Omnibus Budget Reconciliation Act of 1985.

          (c) All unvested stock options and restricted stock grants held by Employee shall become fully vested and exercisable as of the Date of Termination.

     7.2 Termination by the Company for “Cause” . In the event that the Company terminates Employee’s employment for &