Exhibit 99.2
GRANT NO. JFO-____
STOCK OPTION AGREEMENT
(James-Furman Supplemental 1994 Stock Option Plan)
THIS AGREEMENT is made as of the 14th day of July, 1994,
among ALAN JAMES and WILLIAM A. FURMAN (collectively
"Stockholders"), and ______________________ (the "Optionee").
Stockholders are, and have been for many years, officers,
directors and principal stockholders of The Greenbrier Companies,
Inc., a Delaware corporation (the "Company"). Effective July 8,
1994, Stockholders adopted the James-Furman Supplemental 1994
Stock Option Plan (the "Supplemental Plan") to provide a means by
which selected Employees of the Company and its Affiliates may be
given the opportunity to acquire stock of the Company as
compensation for services heretofore rendered to the Company and
as a further incentive to exert maximum efforts on behalf of the
Company and its Affiliates.
Pursuant to the Supplemental Plan, Stockholders have granted
to Optionee an option to purchase shares of the Company's Common
Stock, par value $0.001 per share (the "Common Stock"), in the
amount, and pursuant to the terms, set forth herein.
NOW, THEREFORE, in consideration of the promises and the
mutual covenants contained in this Option Agreement, the parties
agree as follows:
1. Grant. Stockholders hereby severally, each Stockholder
as to one-half of the shares to which the Option relates, grant
to Optionee, upon the terms and conditions set forth below, the
right and option (the "Option") to purchase an aggregate of
___________ shares of Common Stock at an exercise price of $4.00
per share (the "Exercise Price"), subject to the terms and
conditions of the Supplemental Plan, which are incorporated
herein by reference. In the event of a conflict between the
terms and conditions of the Supplemental Plan and the terms and
conditions of this Option Agreement, the terms and conditions of
the Supplemental Plan shall govern. The Option is a Nonstatutory
Stock Option and is not an Incentive Stock Option, as defined in
Section 422 of the Code.
2. Term of Option. Subject to reductions in the term of
the Option as provided in the Supplemental Plan and this Option
Agreement, the Option shall continue in effect until July 13,
2002, and may be exercised during such term only in accordance
with the provisions of the Supplemental Plan and this Option
Agreement.
3. Vesting Schedule. The Option may be exercised, in whole
or in part, in accordance with the following schedule:
(a) Until July 14, 1996, (two years after the date of
grant) no shares may be purchased under the Option;
(b) Commencing July 14, 1996, one-half of the shares
purchasable under the Option may be purchased at any time
thereafter until the Option expires;
(c) Commencing July 14, 1999 (five years after the date of
grant) all or any portion of the remainder of the shares
purchasable under the Option may be purchased at any time
thereafter until the Option expires.
4. EXERCISE OF OPTION.
A. Right to Exercise. The Option is exercisable during its
term in accordance with the Vesting Schedule set forth above and
the applicable provisions of the Supplemental Plan and this
Option Agreement. In the event that the Optionee's employment or
service with the Company terminates during the term of the
Option, the exercisability of the Option shall be governed by the
applicable provisions of the Supplemental Plan and this Option
Agreement.
B. Method of Exercise. The Option is exercisable by
delivery of an exercise notice, which notice shall state the
election to exercise the Option, the number of shares of Common
Stock in respect of which the Option is being exercised (the
"Exercised Shares"), and such other representations and
agreements as may be required by Stockholders, the Escrow Agent
or the Company pursuant to the provisions of the Supplemental
Plan. In addition, Optionee agrees to execute, as a condition of
Option exercise, such agreements respecting the Exercised Shares
as the Committee, in its reasonable discretion, determines to be
required under the terms of agreements to which the Company is a
party or otherwise advisable and in the best interests of the
Company. The exercise notice shall be signed by Optionee and
shall be delivered in person or by certified mail to the Escrow
Agent with a copy to each Stockholder and to the Secretary of the
Company. The exercise notice shall be accompanied by payment of
the aggregate Exercise Price as to all the Exercised Shares. The
Option shall be deemed to be exercised upon receipt by the Escrow
Agent of such fully executed exercise notice accompanied by such
aggregate Exercise Price. For income tax purposes the Exercised
Shares shall be considered transferred to Optionee on the date
the Option is exercised with respect to such Exercised Shares.
5. CONDITIONS. The obligations of Stockholders under this
Option Agreement shall be subject to the approval of such state
or federal authorities or agencies as may have jurisdiction in
the matter. Stockholders and the Company will use their
respective reasonable efforts to take such steps as may be
required by state or federal law or applicable regulations,
including rules and regulations of the Securities and Exchange
Commission and any national securities exchange on which the
Common Stock may then be listed, in connection with the transfer
or sale of any shares acquired pursuant to this Option Agreement
or the listing of such shares on any such exchange. None of
Stockholders or the Company shall be obligated to issue or
deliver shares of Common Stock under this Option Agreement if,
upon advice of the Company's legal counsel, such issuance or
delivery would violate state or federal securities laws.
6. METHOD OF PAYMENT. Payment of the aggregate Exercise
Price shall be in cash, or upon such terms as shall be mutually
agreed among the Optionee and the selling Stockholder.
7. RESTRICTION ON TRANSFER. The Option may not be
transferred in any manner otherwise than by will or by the laws
of descent or distribution and may be exercised during the
lifetime of Optionee only by Optionee or Optionee's guardian or
legal representative. The terms of the Supplemental Plan and
this Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of Optionee.
8. LEGENDS. All certificates representing any of the
shares of Common Stock subject to the provisions of this Option
Agreement shall have endorsed thereon the following legends:
(a) "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED."
(b) Any legend required to be placed thereon by applicable
Blue Sky laws of any state.
(c) Any legend required to be placed thereon by any
applicable shareholder agreement.
9. EMPLOYMENT. Nothing in the Supplemental Plan or in this
Option Agreement shall (i) confer upon the Optionee any right
with respect to continuation of employment with the Company or
any Affiliate or (ii) interfere in any way with the right of the
Company or any Affiliate to terminate the Optionee's employment
(or service as a Director, in accordance with applicable
corporate law, or service as a Consultant) at any time for any
reason, with or without cause.
10. THE SUPPLEMENTAL PLAN. The Option is subject to the
terms and conditions of the Supplemental Plan.
11. DEFINITIONS. Any capitalized term in this Option
Agreement which is not defined herein and which is defined in the
Supplemental Plan shall have the same definition as in the
Supplemental Plan.
12. GOVERNING LAW. To the extent that federal laws (such
as the Code and federal securities laws) do not otherwise
control, this Option Agreement and the Supplemental Plan shall be
construed in accordance with the laws of the state of Oregon.
13. HEADINGS. Headings contained in this Option Agreement
are for reference purposes and shall not affect the meaning or
interpretation of this Option Agreement.
Optionee and Stockholders agree that the Option is granted
under and governed by the terms and conditions of the
Supplemental Plan and this Option Agreement. Optionee has
reviewed the Supplemental Plan and this Option Agreement in their
entirety, has had an opportunity to obtain the advice of counsel
prior to executing this Option Agreement and fully understands
all provisions of the Supplemental Plan and Option Agreement.
Optionee hereby agrees to accept as binding, conclusive and
final all decisions or interpretations of the Committee upon any
questions relating to the Supplemental Plan and Option Agreement.
OPTIONEE: STOCKHOLDERS:
- ------------------------------ --------------------------
Signature Alan James
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- ------------------------------ William A. Furman
Print Name
- ------------------------------
Social Security Number
Approved:
THE GREENBRIER COMPANIES, INC.
By:
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President
CONSENT OF SPOUSE
The undersigned spouse of Optionee has read and hereby
approves the terms and conditions of the Supplemental Plan and
this Option Agreement. In consideration of the Company's
granting his or her spouse the right to purchase shares of Common
Stock as set forth in the Supplemental Plan and this Option
Agreement, the undersigned hereby agrees to be irrevocably bound
by the terms and conditions of the Supplemental Plan and this
Option Agreement, and further agrees that any joint or community
property interest shall be similarly bound. The undersigned
hereby appoints the undersigned's spouse as attorney-in-fact for
the undersigned with respect to any amendment or exercise of
rights under the Supplemental Plan or this Option Agreement.
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Spouse of Optionee