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EXHIBIT 10A
GATX CORPORATION
2004 EQUITY INCENTIVE COMPENSATION PLAN
PERFORMANCE SHARE AGREEMENT
THIS
AGREEMENT, entered into as of January 1, 2005, 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 Units 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 NAME.
The "Grant
Date" is January 1, 2005.
The
"Determination Date" is December 31, 2006.
The number
of Performance Units granted under this Agreement is NUMBER.
Other
terms used in this Agreement are defined pursuant to paragraph 12
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 Units
set forth in paragraph
1, subject to the terms of the Plan and this
Agreement.
3. Vesting, Transfer and
Forfeiture Subject to the terms hereof, if, for each
of the
fiscal years during the period commencing on the Grant Date and
ending on
the Determination Date (the "Performance Period"), the
Company's
Total
Gross Income less Gross Ownership Costs (as reported on the
Company's
audited income statement for the Performance Period) is greater
than
$325,000,000 (the "Threshold Goal"), then immediately following
the
Committee's certification that the Threshold Goal has been
achieved, the
Performance Units granted to a Participant shall be exchanged for
shares
of
Restricted Common Stock ("Restricted Stock") in the form of
"Earned
Shares"
and "Banked Shares" (as those terms are defined herein), the
number of
which shall be determined by the extent to which the
Performance
Goals set
forth on Exhibit 1 have
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been
achieved during the Performance Period, and shall be calculated
in
the manner
set forth on Exhibit 2 and the immediately following paragraph.
If GATX
fails to achieve a return on equity ("ROE") on a consolidated
basis of
at least 12% for the fiscal year ending on the Determination
Date, the
number of shares of Restricted Stock (calculated as set forth
in
the
immediately preceding paragraph) to which the Participant may
become
entitled
shall be reduced by a percentage (the "Reduction Percentage"),
as
follows:
<TABLE>
<CAPTION>
ROE
Reduction Percentage
---
--------------------
<S>
<C>
11% - 11.99%
10%
10% - 10.99%
15%
Less than 10%
20%
</TABLE>
The shares
of Restricted Stock reduced pursuant to the immediately
preceding
paragraph (the "Banked Shares") will be held by the Company for
up to two
(2) years after the Determination Date. The remaining shares to
which the
Participant is entitled (viz., the difference between the
number
of shares
calculated as set forth on Exhibit 2 and the number of Banked
Shares)
shall hereinafter be referred to as the "Earned Shares".
(a) Except as provided in
paragraph (c), if the Participant's Date of
Termination has not previously occurred, the Participant's
Earned
Shares shall vest on the first anniversary of the Determination
Date, and shall be distributed as promptly thereafter as is
reasonably practical free and clear of all restrictions
(b)
If as of the
first anniversary of the Determination Date, the
Company achieves a ROE on a consolidated basis of at least ten
percent (10%) for the fiscal year ending on such date, fifty
percent
(50%) of the Participant's Banked Shares shall vest, and shall
be
distributed free and clear of all restrictions promptly
thereafter.
If as of the
first anniversary of the Determination Date, GATX does
not achieve a ROE on a consolidated basis of at least ten
percent
(10%) for the fiscal year ending on such date, the Banked
Shares
shall continue to be held by the Company, subject to the
immediately
following sentence. If, as of the second anniversary of the
Determination Date, GATX achieves a ROE on a consolidated basis
of
at least twelve percent (12%) for the fiscal year ending on
such
date, all Banked Shares not previously distributed shall vest,
and
shall be distributed free and clear of all restrictions
promptly
thereafter. Any Banked Shares which do not vest as of the
second
anniversary of the Determination Date shall be forfeited, and
the
Participant shall cease to have any rights therein.
(c)
Notwithstanding
the foregoing provisions of this paragraph 3, the
Participant's Performance Units shall be exchanged for shares
Restricted 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:
2
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(i) If the
Participant's employment is involuntarily terminated by
the Company other than for Cause, not less than eighteen (18)
months following the Grant Date but on or prior to the first
anniversary of the Determination Date, he or she will be
entitled to a pro rata portion of his or her shares hereunder
equal in number to the product of the number of Earned Shares
to which the Participant becomes entitled or is entitled
pursuant to this paragraph 3, multiplied by a fraction (not
greater than one), the numerator of which is the number of
months the Participant is 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
is the number of months in the Vesting Period. The Earned
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 first anniversary of the Determination Date. If the
Participant's employment is involuntarily terminated by the
Company other than for Cause after the first anniversary of
the Determination Date, he or she shall have no rights to any
Banked Shares which are not then distributable, which shall be
forfeited.
(ii) If the
Participant's Date of Termination occurs by reason of
the Participant's death, Retirement or Disability prior to the
Determination Date, he or she will be entitled to distribution
of a pro rata portion of his or her Restricted Stock free and
clear of all restrictions promptly following the Determination
Date, equal in number to the product of the number of Earned
Shares to which the Participant is entitled pursuant to this
paragraph 3, multiplied by a fraction (not greater than one),
the numerator of which is the number of months during the
period beginning on the Grant Date and ending on the date of
the Participant's death, Retirement or Disability and the
denominator of which is the number of months in the Vesting
Period. If the Participant's Date of Termination occurs by
reason of the Participant's death, Retirement or Disability
after the Determination Date, he or she shall have no rights
to any Banked Shares which are not distributable as of the
Date of Termination, which shall be forfeited. 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 Restricted
Stock to which the Participant is entitled.
(iii) The Participant shall become fully vested in any
undistributed
shares upon a Change in Control that occurs at the Company
level, on or before the Participant's Date of Termination and
before the second anniversary o
