<PAGE>
EXHIBIT 10.2
GATX CORPORATION
2004 EQUITY INCENTIVE COMPENSATION PLAN
PERFORMANCE SHARE AGREEMENT
THIS
AGREEMENT, entered into as of March 10, 2006, by and between
the
Participant and GATX Corporation (the "Company");
WHEREAS, the Company maintains the GATX Corporation 2004 Equity
Incentive
Compensation 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 which has been
charged with
the responsibility of administering the Plan (the "Committee") to
receive
Performance Shares under the Plan;
NOW,
THEREFORE, IT IS AGREED, by and between the Company and the
Participant, as follows:
1. Terms of
Award. The following terms used in this Agreement shall have
the
meanings set forth in this paragraph 1:
The
"Participant" is FirstName MiddleInitial LastName
The
"Grant Date" is March 10, 2006.
The
"Performance Period" is January 1, 2006 to December 31, 2008.
The
number of Performance Shares granted under this Agreement is
NumberofShares. Such number of Performance Shares is sometimes
referred to
in
this Agreement as the "Target Grant."
Other terms used in this Agreement are defined pursuant to
paragraph 13 or
elsewhere in this Agreement. Capitalized terms not defined herein
shall
have
the meaning ascribed thereto in the Plan.
2. Award. The
Participant is hereby granted the number of Performance Shares
set
forth in paragraph 1, subject to the terms of the Plan and this
Agreement.
3. Vesting,
Transfer and Forfeiture
(a)
Subject to the terms
hereof, if, for each of the three years during
the Performance Period, the Company's Total Gross Income Less
Total
Ownership Costs (as reported on the Company's audited income
statement
for each year during the Performance Period) is greater than
$380,000,000 (the "Threshold Goal"), then, following the
Committee's
certification that the Threshold Goal has been achieved, the
Participant shall be entitled to the number of shares set forth in
the
2006 resolutions of the Committee providing for the grant of
this
award (the
<PAGE>
"Unadjusted Award Amount"). However, if the Threshold Goal is
not
achieved for the Performance Period, the Unadjusted Award Amount
shall
be zero.
(b)
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
in
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
paragraph (b) shall be subject to paragraph 8). The Unadjusted
Award
Amount shall be reduced to the number of Performance Shares
determined
to be earned in accordance with the foregoing provisions of
this
paragraph (b), and any unearned portion of the Unadjusted Award
Amount
or Performance Shares shall be forfeited. In no event shall the
shares
earned by the Participant exceed the Unadjusted Award Amount.
(c)
As soon as practicable
after the Committee has made the determination
of the number of the earned shares under paragraph (a) and (b)
above,
that number of shares of common stock shall be transferred to
the
Participant.
(d)
Notwithstanding the
foregoing provisions of this paragraph 3, the
Participant's Performance Shares shall be determined and exchanged
for
shares of common stock and the Participant shall be vested
therein,
and become owner 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, he or she will
be
entitled to a pro rata portion of his or her Performance Shares
hereunder equal in number to the product of the number of
Performance Shares to which the Participant would otherwise be
entitled in accordance with the foregoing provisions of this
paragraph 3, multiplied by a fraction (not greater than one),
the
numerator of which is the number of full and fractional months
the Participant is employed by the Company or its Subsidiaries
from the beginning of the Performance Period, and ending on the
Date of Termination and the denominator of which is 36, the
number of months in the Performance Period. The Performance
Shares to which the Participant is entitled pursuant to this
subparagraph (i) shall be distributed to the Participant free
and
clear of all restrictions as soon as practical following the
determinations described in paragraphs (a) and (b) above.
(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, he or she will be entitled to
distribution of a pro rata portion of his or her Performance
Shares free and clear of all restrictions promptly following
the
end of the Performance Period, equal in number to
2
<PAGE>
the product of the number of Performance Shares to which the
Participant would otherwise be entitled in accordance with the
foregoing provisions of this paragraph 3, multiplied by a
fraction (not greater than one), the numerator of which is the
number of
full and fractional months from the beginning of the
Performance Period and ending on the date of the Participant's
death, Retirement or Disability and the denominator of which is
36, the number of months in the Performance Period. If a
Participant's Date of Termination occurs by reason of the
Participant's death, Retirement or Disability, as described in
the first sentence of this subparagraph (ii), 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.
(iii) If a Change in Control described in paragraphs 5.2(a), (b),
(c)
or (d) of the Plan occurs on or before the Participant's Date
of
Termination and before the end of the Performance Period, the
number of shares of common stock to which the Participant is
entitled shall be calculated as if the Company had achieved
100%
performance against goals, and shall be distributed to the
Participant free and clear of all restrictions as soon as
practicable following the Change in Control, and the
Participant
shall have no further rights under this Agreement.
(iv) If a Change in Control described in paragraph 5.2(e) of the
Plan
occurs with respect to a Subsidiary or operating segment of the
Company as the latter is defined in Section 5(e) of the Plan
(hereinafter, a "Business Segment"), and the Participant is
principally employed by such Subsidiary or the Participant
renders substantially all of his or her services to such
Business
Segment, then as soon as practicable following the Change in
Control, the Participant shall receive a distribution, free and
clear of all restrictions, of the following number of shares of
common stock, determined on the assumption that the Company
achieved both one hundred percent (100%) performance against
goal
as follows:
(A) If the Change in
Control occurs during the first year of the
Performance Period, the Participant shall be entitled to
receive common stock of the Company equal in number to
one-third (1/3) of his or her Performance Shares.
(B) If the Change in
Control occurs during the second year of
the Performance Period, the Participant shall be entitled to
receive common stock of the Company equal in number to
two-thirds (2/3) of his or her Performan
