EXHIBIT 10
August 17, 1993
Mr. William Chambers
1242 N. Lake Shore Drive
Apt. 15
Chicago, Illinois 60610
Dear Bill:
It is a great pleasure to confirm Jim Glasser's offer of
employment. He is delighted you will be joining GATX as Vice
President, Human Resources on September 1st. Here are the key
points of our discussion regarding compensation:
1. Your salary will be at the rate of $215,000 per year or
$17,916.66 per month.
2. As discussed, your title will be Vice President, Human
Resources and you will report to James J. Glasser,
Chief Executive Officer, GATX.
3. Your annual bonus for the year 1993 will be prorated to
coincide with your employment date of September 1,
1993. The proration will be 4/12 of a target bonus
which is 40% of your base pay amount. Details of the
plan and a write-up are available.
4. You are also eligible to participate in the Individual
Performance Unit plan for corporate officers and
subsidiary presidents who report to Jim Glasser.
Details and a write-up of this plan is available
through Gail Duddy, Director of Corporate Compensation.
5. At the Board of Directors' meeting in October, Jim
Glasser will ask the Directors to approve a 12,000
share non-qualified stock option for you. This grant
will be about 5,000 higher than the usual annual grant.
6. GATX will provide fees, dues and assessments for a
downtown luncheon club and will also reimburse you for
country club dues and expenses which are business
related.
7. The position of Vice President, Human Resources
includes the perk of a company car. In keeping with
current IRS regulations, a portion of the value of that
car will be imputed income to you. Our executive auto
program covers car leasing costs, repair and
maintenance, but does not include reimbursements for
gasoline unless they are directly associated with
business travel excluding normal commuting.
William Chambers
August 17, 1993
Page 2
8. Starting January 1, 1994 you will be eligible for one
month's vacation every year.
9. Although your employment will be at will and terminable
by either party at any time, GATX agrees that if, after
such time as James J. Glasser ceases to be Chief
Executive Officer of GATX and prior to the time you
reach 65, should GATX terminate your employment other
than for cause, death, disability or "change of
control" (as such term is defined in the "Agreement for
Continued Employment Following Change of Control or
Disposition of a Subsidiary" entered into between you
and GATX), GATX will pay to you, at the time of
termination of your employment and in lieu of any other
severance payments to which you would otherwise be
entitled under GATX policies then in effect, a lump sum
payment equal to the lesser of (1) twice your then
current annual salary or (2) the amount of your then
monthly salary multiplied by the number of months then
remaining until you reach age 65, plus, in either case,
an amount equal to the product of your then current
annual salary times your "Target Percentage" (as that
term is defined in GATX's Management Incentive
Compensation Plan or any successor plan thereto).
10. Bill, you are eligible to receive financial and estate
planning assistance not to exceed $5,000 in value each
year in addition to a one-time expense of up to $2,500
for preparation of your will.
11. Your performance will be reviewed 18 months after your
start date and any salary revision proposed will be
reviewed and approved by the Compensation Committee of
the Board of Directors.
Bill, the above items are in addition to our regular but very
attractive benefit package which includes life, medical and
dental insurance, the GATX Pension Plan, and an Employee Savings
(401k) plan.
All of us are looking forward to working with you and non more
enthusiastically than Jim Glasser. For the record, your
signature on the copy attached to this letter will serve as
confirmation of our agreement. Call me if there is any question.
Sincerely,
/s/ Roland I. Finkelman
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Roland I. Finkelman
RIB/kbb
Accepted
/s/ William L. Chambers
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William L. Chambers
August 18, 1993