SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
THE GREENBRIER COMPANIES, INC.
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(Name of Registrant as Specified In Its Charter)
MERRILL CORP.
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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applies:
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computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
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[LOGO]
ONE CENTERPOINTE DRIVE
SUITE 200
LAKE OSWEGO, OREGON 97035
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JANUARY 11, 2000
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To Our Stockholders:
The Annual Meeting of Stockholders of The Greenbrier Companies, Inc. (the
"Company") will be held at 2:00 p.m. on January 11, 2000 at the Benson Hotel,
309 SW Broadway, Portland, Oregon, for the following purposes:
1. Electing three directors of the Company;
2. Approving the Stock Incentive Plan--2000;
3. Ratifying the appointment of Deloitte & Touche LLP as the Company's
independent auditors for 2000; and
4. Transacting such other business as may properly come before the meeting.
Only holders of the Company's Common Stock at the close of business on
November 19, 1999 are entitled to notice of, and to vote at, the meeting and any
adjournments or postponements thereof. Stockholders may vote in person or by
proxy. A list of stockholders entitled to vote at the meeting will be available
for examination by stockholders at the time and place of the meeting and, for a
period of 10 days prior to the meeting, at the offices of the Secretary,
1600 Pioneer Tower, 888 S.W. Fifth Avenue, Portland, Oregon.
By Order of the Board of Directors,
Kenneth D. Stephens
SECRETARY
Lake Oswego, Oregon
November 29, 1999
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YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING
IN PERSON, PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN YOUR PROXY IN THE
ENCLOSED ENVELOPE.
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THE GREENBRIER COMPANIES, INC.
ONE CENTERPOINTE DRIVE
SUITE 200
LAKE OSWEGO, OREGON 97035
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PROXY STATEMENT
2000 ANNUAL MEETING OF STOCKHOLDERS
------------------------
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of The Greenbrier Companies, Inc. (the "Company") of proxies
to be voted at the 2000 Annual Meeting of Stockholders of the Company to be held
at 2:00 p.m. on January 11, 2000 at the Benson Hotel, 309 S.W. Broadway,
Portland, Oregon, and at any adjournments or postponements thereof. If proxies
in the accompanying form are properly executed, dated and returned prior to the
voting at the meeting, the shares of Common Stock represented thereby will be
voted as instructed on the proxy. If no instructions are given on a properly
executed and returned proxy, the shares of Common Stock represented thereby will
be voted for election of the directors, for approval of the Stock Incentive
Plan--2000, for ratification of the appointment of the independent auditors and
in support of the recommendations of management on such other business as may
properly come before the meeting or any adjournments or postponements thereof.
Any proxy may be revoked by a stockholder prior to its exercise upon written
notice to the Secretary of the Company, by delivering a duly executed proxy
bearing a later date, or by the vote of a stockholder cast in person at the
meeting. The cost of soliciting proxies will be borne by the Company. In
addition to solicitation by mail, proxies may be solicited personally by the
Company's officers and regular employees or by telephone, facsimile or
electronic transmission or express mail. The Company will reimburse brokerage
houses, banks and other custodians, nominees and fiduciaries for their
reasonable expenses incurred in forwarding proxies and proxy material to their
principals. This proxy statement is first being mailed to stockholders on or
about November 29, 1999.
VOTING
Holders of record of the Company's Common Stock on November 19, 1999, will
be entitled to vote at the Annual Meeting or any adjournments or postponements
thereof. As of October 31, 1999, there were 14,254,632 shares of Common Stock
outstanding and entitled to vote, and a majority, or 7,127,317 of these shares,
will constitute a quorum for the transaction of business. Each share of Common
Stock entitles the holder to one vote on each matter that may properly come
before the meeting. Stockholders are not entitled to cumulative voting in the
election of directors. Abstentions will be counted in determining whether a
quorum is present for the meeting and will be counted as a vote against any
proposal. Broker non-votes will also be counted in determining whether a quorum
is present, but will not be counted either for or against the proposal at issue.
PROPOSAL NO. 1--ELECTION OF DIRECTORS
The Board of Directors is comprised of seven directors. The directors are
divided into three classes, two of which are comprised of two directors and one
of which is comprised of three directors. One class is elected each year for a
three-year term. The three nominees for election as directors to serve until the
Annual Meeting of Stockholders in 2003, or until their respective successors are
elected and qualified, are Alan James, William A. Furman and C. Bruce Ward.
Directors are elected by a plurality of the votes of the shares present in
person or represented by proxy at the meeting and entitled to vote on the
election of directors. The three nominees for director receiving the highest
number of votes will be elected to the Board of Directors.
Unless marked otherwise, proxies received will be voted FOR the election of
each of the nominees named below.
If any nominee is unable or unwilling to serve as a director at the date of
the Annual Meeting or any postponement or adjournment thereof, the proxies may
be voted for a substitute nominee, designated by the proxy holders or by the
present Board of Directors to fill such vacancy, or for the other nominee named
without nomination of a substitute, or the number of directors may be reduced
accordingly. The Board of Directors has no reason to believe that any of the
nominees will be unwilling or unable to serve if elected a director.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF MESSRS. JAMES,
FURMAN AND WARD.
The following table sets forth certain information about each nominee for
election to the Company's Board of Directors and each continuing director.
EXPIRATION
DIRECTOR OF CURRENT
NAME AGE POSITIONS SINCE TERM
- ---- -------- ------------------------------------- -------- ----------
NOMINEES FOR ELECTION
Alan James(1) 69 Chairman of the Board of Directors 1981 2000
William A. Furman(1) 55 President and Chief Executive Officer 1981 2000
and Director
C. Bruce Ward 69 Chairman of Gunderson, Inc. and 1994 2000
Director
DIRECTORS CONTINUING IN OFFICE
Peter K. Nevitt(2)(3) 72 Director 1994 2001
A. Daniel O'Neal, Jr. 63 Chairman of Autostack Corporation and 1994 2001
Director
Victor G. Atiyeh(2)(3) 76 Director 1994 2002
Benjamin R. Whiteley(2)(3) 70 Director 1994 2002
- ------------------------------
(1) Messrs. James and Furman have entered into a Stockholders' Agreement
pursuant to which they have agreed to vote their shares together to elect
each other as a director of the Company. See information under the caption
Certain Relationships and Related Party Transactions elsewhere in this Proxy
Statement.
(2) Member of the Audit Committee
(3) Member of the Compensation Committee
------------------------------
ALAN JAMES is Chairman of the Board of Directors. Mr. James was President of
Greenbrier Leasing Corporation ("Greenbrier Leasing") from 1979 to 1983.
Mr. James has been associated with the Company and its predecessor companies
since 1974. Prior to the acquisition of Greenbrier Leasing in 1981, Mr. James
served as President and as a member of the Board of Directors of TransPacific
Financial Corporation. Prior to joining TransPacific, Mr. James was Senior Vice
President of Marketing for GATX-ARMCO-Boothe in San Francisco, California.
WILLIAM A. FURMAN is President, Chief Executive Officer and a Director.
Mr. Furman has also been Chief Executive Officer of Gunderson, Inc.
("Gunderson") since 1990, Managing Director of TrentonWorks Limited since 1995
and Chairman of the Board of WagonySwidnica S.A. since September 1998.
Mr. Furman has been associated with the Company and its predecessor companies
since 1974. Prior to 1974, Mr. Furman was associated with TransPacific Financial
Corporation and FMC Corporation. Mr. Furman serves as a director of Schnitzer
Steel Industries, Inc., a steel recycling and manufacturing company.
C. BRUCE WARD is a Director and Chairman of the Board of Directors of
Gunderson, a position he has held since 1990. From 1985 to 1989, he was
President and Chief Executive Officer of Gunderson, having rejoined Gunderson
when he and the Company acquired it from FMC Corporation. Mr. Ward serves as a
director of Stimson Lumber Company, a privately-held forest products company.
2
PETER K. NEVITT, Director. Mr. Nevitt was President and Chief Executive
Officer of Mitsui Nevitt Capital Corporation since it was organized in 1988
through the end of 1996. From 1977 through 1987 he was first President and later
Chairman of BankAmeriLease Companies, subsidiaries of BankAmerica Corporation
engaged in equipment leasing.
A. DANIEL O'NEAL, JR., Director. Mr. O'Neal has been Chairman of Autostack
Corporation since 1992 and a director of Gunderson, since 1985. He is Chairman
of Powertech Toolworks, a computer services company. He is also Chairman of
World2Market.com, an internet retail company. From 1973 until 1980, Mr. O'Neal
served as a commissioner of the Interstate Commerce Commission, and, from 1977
until 1980 served as Chairman. From 1989 until 1996 he was CEO and owner of a
freight transportation services company.
VICTOR G. ATIYEH, Director. Mr. Atiyeh has been a principal in Victor
Atiyeh & Co., international trade consultants since 1987. He was Governor of the
State of Oregon from January 1979 to January 1987. Currently he is also on the
board of Key Knife in Tualatin, Oregon and Cedars Bank in Los Angeles,
California.
BENJAMIN R. WHITELEY, Director. Mr. Whiteley is retired Chairman and Chief
Executive Officer of Standard Insurance Company, a life insurance company. He
served as President and Chief Executive Officer of Standard Insurance Company
from 1983 to 1993 and as Chairman and Chief Executive Officer from 1992 to 1994.
He served as Chairman of the Board from 1993 to 1998. Mr. Whiteley continues as
a director of Standard Insurance Company (now Stancorp Financial Group) and is
also a director of Northwest Natural, a utility company, and Willamette
Industries, Inc., a forest products company.
During the year ended August 31, 1999, the Board of Directors held four
regular meetings. The Company maintains a standing Audit Committee and
Compensation Committee, but does not maintain a standing nominating committee.
The Audit Committee consists of Messrs. Whiteley (Chairman), Atiyeh and
Nevitt. The function of the Audit Committee is to recommend to the Board of
Directors the engagement and discharge of the Company's independent auditors; to
review the policies and procedures of the Company and management with respect to
maintaining the Company's books and records; to review the results of the audit
and any other recommendations the auditors may have; and to make such other
recommendations to the Board of Directors as it deems appropriate from time to
time.
The Compensation Committee consists of Messrs. Nevitt (Chairman), Atiyeh and
Whiteley. The Compensation Committee considers and makes recommendations to the
Company's Board of Directors regarding the compensation of the senior executives
of the Company; considers, reviews and grants stock options and administers the
Company's 1994 Stock Incentive Plan; and considers matters of director
compensation, benefits and other forms of remuneration.
The Audit Committee and the Compensation Committee of the Board of Directors
each held four meetings during the Company's year ended August 31, 1999.
COMPENSATION OF DIRECTORS
Members of the Board of Directors who are officers of the Company are not
separately compensated for serving on the Board of Directors. Directors who are
not officers of the Company are paid an annual retainer and a meeting fee of
$1,000 per meeting, plus reimbursement of expenses. During 1999 the Board of
Directors increased the annual retainer to $24,000. In addition, each
non-employee director will receive, immediately following each annual meeting of
stockholders, a five-year option to purchase 2,500 shares of the Company's
Common Stock at the fair market value of the Common Stock on the date of grant.
Such options vest at a rate of 50 percent per year. During 1999, the Company
awarded Messrs. Atiyeh, Nevitt and Whiteley each an option to purchase 2,500
shares of the Company's Common Stock at $13.63 per share, the market price on
the date of grant. Mr. Whiteley also serves as a director of Gunderson and, as
such, receives a meeting fee of $1,000 per meeting, plus reimbursement of
expenses. Mr. Nevitt also provides consulting services for the Company. During
the year ended August 31, 1999, Mr. Nevitt received consulting fees aggregating
$60,000.
3
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
JAMES-FURMAN & COMPANY PARTNERSHIP. Mr. James, Chairman of the Board of
Directors, and Mr. Furman, President and Chief Executive Officer of the Company,
are partners in a general partnership, James-Furman & Company (the
"Partnership"), that, among other things, engages in the ownership, leasing and
marketing of railcars and other surface transportation equipment and programs
for refurbishing and marketing of used railcars. In 1989, the Partnership and
the Company entered into presently existing agreements pursuant to which the
Company manages and maintains railcars owned by the Partnership in exchange for
a fixed monthly fee that is no less favorable to the Company than the fee the
Company could obtain for similar services rendered to unrelated parties. The
maintenance and management fees paid to the Company under such agreements in
1999 aggregated $768,000. In addition, the Partnership paid the Company fees of
$120,000 in 1999 for administrative and other services. The management and
maintenance agreements presently in effect between the Company and the
Partnership provide that in remarketing railcars owned by the Partnership and
the Company, as well as by unaffiliated lessors, the Company will, subject to
the business requirements of prospective lessees and regulatory requirements,
grant priority to that equipment which has been off-lease and available for the
longest period of time. Additions to the lease fleet of new or used equipment
are deemed to be off-lease and available from the date of addition to the fleet.
Such agreements also provide that the Partnership will grant to the Company
a right of first refusal with respect to any opportunity originated by the
Partnership in which the Company may be interested involving the manufacture,
purchase, sale, lease, management, refurbishing or repair of railcars or other
surface transportation equipment. The right of first refusal provides that prior
to undertaking any such transaction the Partnership must offer the opportunity
to the Company and must provide the disinterested, independent members of the
Board of Directors a period of not less than 30 days in which to determine
whether the Company desires to pursue the opportunity. The right of first
refusal in favor of the Company continues for a period of 12 months after the
date that both of Messrs. James and Furman cease to be officers or directors of
the Company. The Partnership has advised the Company that it does not currently
expect to pursue acquisitions of additional railcars.
A. DANIEL O'NEAL EMPLOYMENT AGREEMENT. Mr. O'Neal has entered into an
employment agreement with the Company. The agreement provides for a three year
term beginning October 1, 1998 and a base annual compensation of $100,000.
During 1999 Mr. O'Neal received from the Company a payment of $100,000 in
satisfaction of all obligations owing to him by the Company under his prior
employment agreement with Greenbrier Logistics, Inc.
INDEBTEDNESS OF MANAGEMENT. The largest aggregate amount of indebtedness
outstanding at any time to the Company since September 1, 1997 by L. Clark Wood,
President of Manufacturing Operations, is $300,000. The amount due from
Mr. Wood neither bears interest nor has a fixed maturity.
OPTION ON PROPERTIES. The Company has granted Messrs. James and Furman a
10-year option to purchase three parcels of residential real estate owned by the
Company and adjacent to property presently owned by Mr. Furman at a purchase
price equal to the greater of the Company's adjusted basis in the properties or
fair market value, as determined by an independent appraiser selected by the
Company. The option also includes a right of first refusal in favor of
Messrs. James and Furman in the event the Company desires to sell the properties
to a third party.
POLICY. It is the Company's policy that all proposed transactions by the
Company with directors, officers, five percent stockholders and their affiliates
be entered into only if such transactions are on terms no less favorable to the
Company than could be obtained from unaffiliated parties, are reasonably
expected to benefit the Company and are approved by a majority of the
disinterested, independent members of its Board of Directors.
4
EXECUTIVE COMPENSATION
CASH AND NON-CASH COMPENSATION PAID TO CERTAIN EXECUTIVE OFFICERS
The following table sets forth, for the years ended August 31, 1999, 1998
and 1997, compensation information with respect to the Company's (a) Chief
Executive Officer and (b) each of the four other most highly compensated
executive officers (collectively, "Named Executive Officers"), based on the
salary and bonus earned during 1999.
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION AWARDS
ANNUAL COMPENSATION --------------------
----------------------------------- SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND SALARY BONUS(1) COMPENSATION OPTIONS/SARS(2) COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) (#) ($)
- ---------------------------------- -------- -------- -------- ------------- -------------------- -------------
Alan James 1999 240,000 594,141 -- -- --
Chairman of the Board 1998 240,000 700,000 -- -- --
1997 200,000 75,000 -- -- --
William A. Furman 1999 480,000 594,141 -- -- 31,961(3)
President and Chief Executive 1998 480,000 700,000 -- -- 2,500(3)
Officer 1997 400,000 75,000 -- -- 2,375(3)
L. Clark Wood 1999 200,000 250,000 -- 25,000 212,186(4)
President Manufacturing 1998 181,250 245,000 -- -- 136,451(4)
Operations 1997 165,000 75,000 -- -- 215,684(4)
Robin D. Bisson 1999 175,000 287,362 -- 25,000 80,899(5)
Sr. Vice President 1998 160,000 255,000 -- -- 65,945(5)
1997 155,000 145,000 -- -- 71,916(5)
Norriss M. Webb 1999 175,000 200,000 -- 25,000 282,479(6)
Executive Vice President and 1998 165,000 200,000 -- -- 225,751(6)
General Counsel 1997 155,000 100,000 -- -- 279,618(6)
- ------------------------------
(1) Includes bonuses paid during the year or paid during the subsequent year but
attributable to the year indicated.
(2) Grants of incentive stock options pursuant to the Company's 1994 Stock
Incentive Plan.
(3) Consists of the Company's contributions to the Greenbrier 401(k) Profit
Sharing Plan for the benefit of Mr. Furman and $29,461 in 1999 representing
the benefit to Mr. Furman of payment of the annual premium pursuant to a
split dollar life insurance policy. The benefit is measured based on the
term insurance value of the life insurance purchased and a factor for lost
interest on the premiums advanced. The Company will be reimbursed for its
payments from the proceeds of the life insurance policy in the event of
Mr. Furman's death, termination of employment or cancellation or surrender
of the policy.
(4) Consists of the Company's contributions to the Greenbrier 401(k) Profit
Sharing Plan for the benefit of Mr. Wood; $204,000 in 1999, $130,000 in 1998
and $210,000 in 1997 representing the contribution to the Deferred Benefit
Plan for the benefit of Mr. Wood including a cash payment made on behalf of
Mr. Wood to cover the estimated tax liability resulting from the
contribution; and $5,686 in 1999, $3,951 in 1998 and $3,100 in 1997
representing the benefit to Mr. Wood of payment of the annual premium
pursuant to a split dollar life insurance policy. The benefit is measured
based on the term insurance value of the life insurance purchased and a
factor for lost interest on the premiums advanced. The Company will be
reimbursed for its payments from the proceeds of the life insurance policy
in the event of Mr. Wood's death, termination of employment or cancellation
or surrender of the policy.
(5) Consists of the Company's contributions to the Greenbrier 401(k) Profit
Sharing Plan for the benefit of Mr. Bisson; $64,000 in 1999, $56,000 in 1998
and $64,000 in 1997 representing the contribution to the Deferred Benefit
Plan for the benefit of Mr. Bisson including a cash payment made on behalf
of Mr. Bisson to cover the estimated tax liability resulting from the
contribution; and $14,541 in 1999, $7,445 in 1998 and $5,200 in 1997
representing the benefit to Mr. Bisson, of payment of the annual premium
pursuant to a split dollar life insurance policy. The benefit is measured
based on the term insurance value of the life insurance purchased and a
factor for lost interest on the premiums advanced. The Company will be
reimbursed for its payments from the proceeds of the life insurance policy
in the event of Mr. Bisson's death, termination of employment or
cancellation or surrender of the policy.
(6) Consists of the Company's contributions to the Greenbrier 401(k) Profit
Sharing Plan for the benefit of Mr. Webb; $272,000 in 1999, $220,000 in 1998
and $274,000 in 1997 representing the contribution to the Deferred Benefit
Plan for the benefit of Mr. Webb including a cash payment made on behalf of
Mr. Webb to cover the estimated tax liability resulting from the
contribution; and $8,125 in 1999, $3,243 in 1998 and $3,211 in 1997
representing the benefit to Mr. Webb of payment of the annual premium
pursuant to a split dollar life insurance policy. The benefit is measured
based on the term insurance value of the life insurance purchased and a
factor for lost interest on the premiums advanced. The Company will be
reimbursed for its payments from the proceeds of the life insurance policy
in the event of Mr. Webb's death, termination of employment or cancellation
or surrender of the policy.
5
The following table sets forth certain information regarding options granted
in 1999 to the Named Executive Officers:
FISCAL 1999 OPTION GRANTS
INDIVIDUAL GRANTS
-------------------------------------------------- POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS ANNUAL RATES OF STOCK
SECURITIES GRANTED TO PRICE APPRECIATION FOR
UNDERLYING EMPLOYEES EXERCISE OR OPTION TERM
OPTIONS IN FISCAL BASE PRICE EXPIRATION -----------------------
NAME GRANTED(1) 1999 ($/SH) DATE 5% ($) 10% ($)
- ---- ---------- ---------- ----------- ---------- ---------- ----------
Alan James -- -- -- -- -- --
William A. Furman -- -- -- -- -- --
L. Clark Wood 15,000 2.4% $13.47 09/24/06 $85,800 $231,000
10,000 1.6% 8.56 03/24/07 40,900 97,900
Robin D. Bisson 15,000 2.4% 13.47 09/24/06 85,800 231,000
10,000 1.6% 8.56 03/24/07 40,900 97,900
Norriss M. Webb 15,000 2.4% 13.47 09/24/06 85,800 231,000
10,000 1.6% 8.56 03/24/07 40,900 97,900
- ------------------------------
(1) No shares may be purchased within the first two years following the
effective date of the award. Up to one half of the subject shares may be
purchased beginning two years following the effective date of the award. All
or any of the subject shares may be purchased at any time beginning five
years following the date of the award until expiration of the option.
The following table sets forth the aggregate value of unexercised options to
acquire shares of the Common Stock held by the Named Executive Officers on
August 31, 1999. No options were exercised by the Named Executive Officers
during the year ended August 31, 1999.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FY-END AT FY-END($)(1)
--------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
Alan James -- -- -- --
William A. Furman -- -- -- --
L. Clark Wood 20,000 29,000 -- 20,625
Robin D. Bisson 27,625 30,000 79,500 20,625
Norriss M. Webb 27,000 30,000 79,500 20,625
- ------------------------------
(1) Calculated based upon the difference between the exercise price and the
price of a share of the Company's Common Stock on August 31, 1999. The
closing price on the New York Stock Exchange of the Common Stock of the
Company on August 31, 1999 was $10.6250.
EMPLOYMENT AGREEMENTS AND OTHER ARRANGEMENTS
Messrs. James and Furman have entered into employment agreements with the
Company dated July 1, 1994 under which they have agreed to serve, respectively,
as the Company's Chairman of the Board and President and Chief Executive
Officer. The principal terms of such employment agreements are described in the
accompanying report of the Compensation Committee of the Board of Directors.
Mr. O'Neal has entered into an employment agreement with the Company. The
principal terms of such employment agreement are described in Certain
Relationships and Related Party Transactions.
Mr. Wood, Mr. Bisson and Mr. Webb participate in a deferred benefit plan
which provides for a payment as a result of a change of control (as defined).
The principal terms of such plan are described in the accompanying report of the
Compensation Committee of the Board of Directors.
6
REPORT OF THE COMPENSATION COMMITTEE
Board of Directors
The Greenbrier Companies, Inc.
Securities and Exchange Commission rules governing disclosure of executive
compensation in proxy statements require inclusion in this Proxy Statement of a
report from the Compensation Committee of the Board of Directors addressing,
with respect to the Company's most recently completed year: (a) the Company's
policies regarding executive compensation generally; (b) the factors and
criteria considered in setting the compensation of the Company's Chief Executive
Officer; and (c) any relationship between such compensation and the Company's
performance.
COMPOSITION OF THE COMMITTEE
The Compensation Committee of the Board of Directors is established pursuant
to the Company's Amended and Restated Bylaws. The Committee is charged, among
other matters, with considering and making recommendations to the Board of
Directors regarding salaries and bonuses for elected officers of the Company;
considering, reviewing and granting awards under the Company's 1994 Stock
Incentive Plan and administering the Plan; consulting with the Board of
Directors of Greenbrier Leasing Corporation regarding awards under Greenbrier
Leasing Corporation's Deferred Benefit Plan and considering matters of director
compensation, benefits and other forms of remuneration. The Committee is
comprised of at least two members of the Board of Directors, none of whom may be
an active or retired officer or employee of the Company or any of its
subsidiaries. Members of the Compensation Committee are appointed at the annual
meeting of the Board of Directors. Messrs. Peter K. Nevitt, Victor G. Atiyeh and
Benjamin R. Whiteley are the present members of the Compensation Committee.
The Compensation Committee held four meetings during the Company's
1999 year.
EXECUTIVE COMPENSATION POLICY GENERALLY
The Company's general compensation policy extends to all employees,
including executive officers. Under the policy, the Company endeavors to pay
compensation, including salary and bonuses, as applicable, at levels consistent
with prevailing levels of compensation for similar positions in the geographic
areas in which the Company maintains operations.
The Company believes that a significant portion of each employee's
compensation should take the form of discretionary bonuses which generally
reflect the results of operations achieved by the Company. This policy extends
to all levels of the Company's employees. Under this policy employees, other
than employees covered by collective bargaining agreements, typically receive
annual bonuses. The aggregate amount of such bonuses is determined at the
discretion of senior management of the Company and is subject to approval by the
Board of Directors of the applicable subsidiary based primarily upon a
subjective evaluation of the subsidiary's results of operations. Within the
approved bonus pool, specific bonus allocations to employees are made by
management.
There is no fixed or predetermined relationship between the Company's
results of operations and the amount to be allocated to employee or officer
bonuses.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
The compensation of the Company's Chairman of the Board and of its President
and Chief Executive Officer is determined pursuant to the terms and conditions
of employment agreements between such officers and the Company, effective
July 1, 1994. During 1999, Messrs. Furman and James received base salaries of
$480,000 per year and $240,000 per year, respectively. During the course of the
year, the Company determined that Mr. Furman is eligible to participate in the
split dollar life insurance program, which is available for most officers and
senior managers of the Corporation.
7
In addition to base salary, Messrs. Furman and James are entitled to receive
annual cash bonuses which increase with the Company's return on stockholders'
equity. As long as the Company's return on equity is positive, the bonus is
required to be at least $100,000. In the event the return on equity is 10%, an
additional bonus of $200,000 is earned which increases ratably to $600,000 as
the return on equity increases to 18%. If the return on equity exceeds 18%, the
Compensation Committee has the authority to approve or recommend an additional
bonus in excess of the $600,000. The Corporation achieved a return on defined
stockholders' equity for the year ending August 31, 1999 of 15.9%. Accordingly,
pursuant to the terms of the agreements, each of Messrs. James and Furman is
entitled to an aggregate bonus of $594,141 for the year ended August 31, 1999.
1994 STOCK INCENTIVE PLAN
Pursuant to the 1994 Stock Incentive Plan (the "1994 Plan"), the Company
reserved an aggregate of 1,380,000 shares of its Common Stock for grants of
incentive stock options, non-qualified stock options and restricted stock awards
to officers, directors, employees and consultants. The President and Chief
Executive Officer is not eligible to receive awards under the 1994 Plan. The
1994 Plan is administered by the Compensation Committee. Under the 1994 Plan,
each of the Company's non-employee directors receives an option to purchase
shares of the Company's Common Stock following each annual meeting of
stockholders. During 1998, an independent consulting firm was engaged to review
and analyze the compensation of the Company's non-employee directors. Based upon
the analysis prepared by the consultants, the Board of Directors approved an
increase in the number of options awarded annually to non-employee directors
from 1,000 to 2,500. Accordingly, each of the Company's three non-employee
directors received options in January of 1999 to purchase 2,500 shares of the
Common Stock at $13.63 per share. In 1999, the Company awarded options to
purchase an aggregate of 617,500 shares of its common stock to employees and
consultants under the Plan. The Company has granted options for substantially
all of the shares reserved under the 1994 Plan.
STOCK INCENTIVE PLAN 2000
The Compensation Committee approved in principle and recommended to the
Board of Directors the adoption, subject to approval by the Company's
stockholders, of a new stock incentive plan, the Stock Incentive Plan--2000 (the
"2000 Plan"). The Board of Directors approved and adopted the 2000 Plan, subject
to approval of the stockholders at the 2000 Annual Meeting of the Stockholders.
No awards were made under the 2000 Plan during 1999.
RETIREMENT SAVINGS PLANS
The Company maintains 401(k) retirement savings plans applicable to all
United States employees, including executive officers. Pursuant to these plans,
the Company typically matches a portion of employee contributions to the plans.
The matching contribution is presently established at 25% of employee deferrals
and contributions for all participants and an additional 10% for eligible savers
who are not highly compensated. Contributions to the plans may be invested in a
number of alternative investments which do not presently include the Company's
Common Stock. The Company does not maintain other retirement or profit sharing
plans for executive officers or other employees.
1995 EMPLOYEE STOCK PURCHASE PLAN
All permanent employees of the Company and designated subsidiaries,
including employees who are officers or directors, are eligible to participate
in the Company's 1995 Employee Stock Purchase Plan (the "Stock Purchase Plan").
Under the Stock Purchase Plan, participating employees authorize payroll
deductions of up to five percent of their base pay. Amounts so contributed are
used by the custodian of the Stock Purchase Plan to purchase shares of the
Company's Common Stock in open market transactions. Beginning June 1, 1996 the
Company has made matching contributions to amounts contributed by
8
employees pursuant to the Stock Purchase Plan in amounts equal to 15 percent of
the aggregate amounts contributed by employees. During the year ended
August 31, 1999 the Company's matching contributions under the Stock Purchase
Plan aggregated $34,145.
DEFERRED BENEFIT PLAN
The Greenbrier Leasing Corporation Deferred Benefit Plan is administered by
the Board of Directors of Greenbrier Leasing Corporation upon consultation with
the Compensation Committee. The Deferred Benefit Plan provides for supplemental
non-qualified deferred compensation for certain executives of Greenbrier Leasing
Corporation. Contributions to the Deferred Benefit Plan are made by January 31
of each year for the prior year and are based upon the consolidated earnings of
the Company. In 1999, $451,000 was contributed to the Deferred Benefit Plan
based on 1998 consolidated earnings. The contribution for 1999 has not yet been
determined. In addition, the Company made a cash payment on behalf of each
participant to cover the participant's estimated tax liability resulting from
the contribution assuming a 50% combined federal, state and local tax bracket.
Upon a change of control (as defined), the Employer will contribute a payment
equal to the average allocation for the participant for the prior three Plan
Years multiplied by the number of Plan Years from the effective date of the
change of control to the participant's normal retirement date.
NON-EMPLOYEE DIRECTOR FEES
During 1998 the Committee received a report of independent consultants
regarding the compensation of non-employee directors, and referred the report to
the full Board of Directors. Based upon the consultants report, the Board of
Directors increased the annual retainer paid to non-employee directors to
$24,000 beginning in 1999.
The Compensation Committee believes that the Company's executive and
employee compensation policies contribute to the long-term financial success of
the Company. The Compensation Committee intends to annually review the structure
of the Company's executive compensation programs to ensure that policies and
levels of compensation effectively link executive and stockholder interests and
are consistent with the long-term investment objectives appropriate to the
Company's business.
November 9, 1999
Peter K. Nevitt, Chairman
Victor G. Atiyeh
Benjamin R. Whiteley
9
PERFORMANCE GRAPH
The following graph demonstrates a comparison of cumulative total returns
for the Company's Common Stock, the Dow Jones Transportation Equipment Index and
the Standard & Poors (S&P) 500 Index. The graph assumes an investment of $100 on
August 31, 1994 in each of the Company's Common Stock and the stocks comprising
the indices. Each of the indices assumes that all dividends were reinvested and
that the investment was maintained to and including August 31, 1999, the end of
the Company's 1999 year.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
THE GREENBRIER COMPANIES, INC. S&P 500 DOW JONES TRANSPORTATION EQUIPMENT
8/94 100% 100% 100%
8/95 76% 121% 103%
8/96 69% 144% 102%
8/97 79% 203% 199%
8/98 97% 219% 152%
8/99 68% 307% 234%
10
STOCKHOLDINGS OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of October 1, 1999, with
respect to beneficial ownership of the Company's Common Stock (the only class of
shares of outstanding voting securities of the Company) by each director or
nominee for director, by each Named Executive Officer, by all directors and
officers as a group, and by each person who is known to the Company to be the
beneficial owner of more than five percent of the Company's outstanding Common
Stock. Unless otherwise indicated, each person has sole voting power and sole
investment power.
AMOUNT AND NATURE OF PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- ------------------------------------ -------------------- --------
Alan James 8,632,700(1) 61.0%(1)
One Centerpointe Drive
Suite 200
Lake Oswego, Oregon 97035
William A. Furman 8,632,700(1) 61.0%(1)
One Centerpointe Drive
Suite 200
Lake Oswego, Oregon 97035
Victor G. Atiyeh 3,300(2) (3)
Peter K. Nevitt 8,000(2) (3)
A. Daniel O'Neal, Jr. 23,379(2) (3)
C. Bruce Ward 8,125(2) (3)
Benjamin R. Whiteley 7,000(2) (3)
Robin D. Bisson 30,625(2) (3)
Norriss M. Webb 28,514(2) (3)
L. Clark Wood 24,300(2) (3)
All directors and executive officers as a group (13 persons) 8,766,443(2) 61.8%
Dimensional Fund Advisors Inc. 971,300(4) 6.9%
1299 Ocean Avenue, 11(th) Floor
Santa Monica, California 90401
- ------------------------------
(1) The shares shown as beneficially owned include 4,316,350 shares held by
Mr. Furman, and 4,316,350 shares held by Mr. James which, pursuant to the
terms of a Stockholders' Agreement, will be voted in concert to elect each
other as directors and with respect to all other matters put to a vote of
the stockholders. Mr. James disclaims beneficial ownership of the shares
held by Mr. Furman, and Mr. Furman disclaims beneficial ownership of the
shares held by Mr. James. The shares beneficially owned by Mr. Furman
include 375,000 shares held of record by the William A. Furman Charitable
Remainder Unitrust. The shares beneficially owned by Mr. James include
375,000 shares held of record by the Alan James Charitable Remainder
Unitrust.
(2) The shares shown as beneficially owned include 3,000 shares for Mr. Atiyeh,
3,000 shares for Mr. Nevitt, 18,125 shares for Mr. O'Neal, 5,625 shares for
Mr. Ward, 1,000 shares for Mr. Whiteley, 27,625 shares for Mr. Bisson,
27,000 shares for Mr. Webb, 24,000 shares for Mr. Wood and 102,750 shares
for the group, which such persons and the group have the right to acquire by
exercise of stock options within 60 days after October 1, 1999.
(3) Less than one percent.
(4) This information is based upon the Schedule 13G filed with the Securities
and Exchange Commission by Dimensional Fund Advisors Inc. dated
February 12, 1999. The reporting person states that beneficial ownership is
on behalf of managed accounts of which it serves as investment manager. The
reporting person disclaims beneficial ownership of the shares.
11
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10 percent of a registered
class of the Company's equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission (the
"Commission") and the New York Stock Exchange. Officers, directors and greater
than 10 percent beneficial owners are required by Commission regulations to
furnish the Company with copies of all forms they file pursuant to
Section 16(a). Based solely on review of the copies of such reports furnished to
the Company and written representations from reporting persons that no other
reports were required, to the Company's knowledge all of the Section 16(a)
filing requirements applicable to such persons with respect to 1999 were
complied with.
PROPOSAL NO. 2--APPROVAL OF STOCK INCENTIVE PLAN--2000
The Board of Directors has adopted, subject to shareholder approval, the
Stock Incentive Plan--2000 (the "2000 Plan"). The 2000 Plan is intended to
provide a means by which select employees, directors and consultants may be
given an opportunity to acquire stock of the Company. The 2000 Plan authorizes
the grant of incentive stock options (options that qualify under Section 422 of
the Internal Revenue Code), non-statutory stock options and restricted stock
awards, or any combination of the foregoing.
The following is a summary of the basic provisions of the 2000 Plan. A
complete copy of the 2000 Plan is attached as Exhibit A, and the following
discussion is qualified by reference to Exhibit A.
SHARES RESERVED FOR PLAN
One million shares of the Company's authorized Common Stock are reserved for
sale to eligible individuals upon the exercise of options granted under the 2000
Plan. No options have been issued under the 2000 Plan. If an option expires or
terminates for any reason without having been fully exercised, the unpurchased
shares will be available for other options awarded under the 2000 Plan.
Unpurchased Shares reserved for options under the previous 1994 Stock Incentive
Plan which options terminate without being exercised will not be available for
further awards.
ADMINISTRATION
The 2000 Plan is administered by the Compensation Committee of the Board of
Directors (the "Committee") which consists of directors who are not eligible to
receive discretionary options under the 2000 Plan. The Committee has the
responsibility to construe and interpret the 2000 Plan and to establish and
amend such rules and regulations as it deems necessary or desirable for the
proper administration of the 2000 Plan. The Committee has the authority, subject
to the terms of the 2000 Plan, to determine which persons are eligible for
awards and those to whom awards will be granted, the number of shares to be
covered by each award, the time or times at which awards will be granted and the
fair market value of shares under option.
ELIGIBILITY
Options may be granted under the 2000 Plan to employees, non-employee
directors and consultants of the Company and its affiliates. In determining the
persons to whom options will be granted, and the number of shares of the
Company's Common Stock to be issued on the exercise of an option, the Committee
is required to take into account the nature of services rendered by the
individual, their present and potential contributions to the success of the
Company and its affiliates, and such other factors as the Committee deems
relevant. As of the date of this Proxy Statement, approximately 4,500 officers,
directors, employees or consultants of the Company and its subsidiaries are
potentially eligible to receive awards under the 2000 Plan.
12
DIRECTOR OPTIONS
The 2000 Plan requires that immediately after the close of each annual
stockholder meeting commencing with the 2000 annual meeting, the Committee will
automatically grant to each person then serving as a non-employee director,
including any person who is elected at such meeting, an option to purchase 2,500
shares of Common Stock. The exercise price for such option will be the fair
market value on the date the option is granted, and the term of such option will
be five years unless terminated earlier by death, disability or resignation of
the non-employee director.
AMENDMENTS AND TERMINATION
Generally, the Board of Directors of the Company may amend, modify, or
terminate the 2000 Plan at any time subject to the requirement for stockholder
approval of certain material changes. Unless the 2000 Plan is terminated
earlier, it will terminate on April 5, 2009, and no option will be granted under
the 2000 Plan after that date.
EXPIRATION OF OPTIONS
No incentive stock option will be exercisable after the expiration of
10 years from the date the option is granted. No incentive stock option will be
granted to an individual who owns more than 10 percent of the total combined
voting power of all classes of stock of the Company or of any affiliate unless
the exercise price is at least 110 percent of the fair market value of the
common stock at the time of the grant and the option is exercisable for no more
than five years from the date of the grant.
EXERCISE PRICE
The Committee will determine the exercise price for all options except
incentive stock options. The exercise price for incentive stock options will be
not less than their fair market value on the date of grant and will be subject
to adjustment by the Committee in the event of a reorganization, merger, stock
split-up or other increase, decrease or change in number or kind of shares
represented by such options.
CHANGES IN CAPITAL STRUCTURE
In the event of dissolution or a merger, consolidation or plan of exchange
affecting the Company, the Committee may provide a 30-day period prior to such
event during which holders may exercise all options without limitation. Upon the
expiration of such 30-day period all unexercised options will terminate.
RESTRICTED STOCK AWARDS
The Committee may grant restricted stock under the 2000 Plan. The Committee
will establish a restriction period for such grants during which the holder will
have rights to receive dividends, vote common stock, and enjoy all other
stockholder rights except custody of the stock certificate and transfer rights.
Such grants are subject to forfeiture for breach of the terms and conditions of
the restricted stock agreement as established by the Committee at the time of
such grants.
CERTAIN TAX CONSEQUENCES
Certain options under the 2000 Plan are intended to qualify as "incentive
stock options" for federal income tax purposes. Under the federal income tax
laws in effect, an option holder will recognize no income upon grant or exercise
of an incentive stock option. If an option holder exercises an incentive stock
option and does not dispose of the shares acquired within two years of the date
of grant and within one year following the date of exercise, the later sale of
the shares will qualify for capital gains treatment. If an option holder
disposes of shares acquired upon exercise of an incentive stock option before
either the one-year or the two-year holding period (a "disqualifying
disposition"), the option holder will recognize
13
compensation income in an amount equal to the lesser of (i) the excess of the
fair market value of the shares on the date of exercise over the option price or
(ii) the excess of the fair market value of the shares on the date of
disposition over the option price. Any additional gain realized upon the
disqualifying disposition will be eligible for capital gains treatment.
The Company generally will not be allowed any deduction for federal income
tax purposes at either the time of grant or the time of exercise of an incentive
stock option. However, upon any disqualifying disposition by an employee, the
Company will be entitled to a deduction to the extent the employee recognizes
compensation income.
Certain options under the 2000 Plan will be treated as "non-statutory stock
options" for federal income tax purposes. Under the federal income tax laws in
effect as of the date of this summary statement, no income is realized by the
holder of a non-statutory stock option until the option is exercised. At the
time of exercise, the option holder will recognize ordinary income, and the
Company will be entitled to a deduction, in the amount by which the fair market
value of the shares acquired exceeds the exercise price at the time of exercise.
The Company is required to withhold employment taxes on such income. Upon the
sale of shares acquired upon exercise of a non-statutory stock option, the
option holder will receive capital gains treatment on the difference between the
amount realized from the sale and the fair market value of the shares on the
date of exercise.
VOTE REQUIRED FOR APPROVAL
The affirmative vote of a majority of the shares of Common Stock present in
person or represented by a proxy at the annual meeting is required to approve
the 2000 Plan. In determining whether the Plan has received the requisite number
of affirmative votes, unexecuted proxies, abstentions and broker non-votes are
deemed present at the meeting and, therefore, will have the same effect as a
vote against the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE STOCK INCENTIVE
PLAN--2000.
PROPOSAL NO. 3--RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed Deloitte & Touche LLP, independent
public accountants, to audit the consolidated financial statements of the
Company for the year ending August 31, 2000. Deloitte & Touche LLP has acted as
independent public accountants for the Company since 1985. A representative of
Deloitte & Touche LLP is expected to be present at the Annual Meeting, will have
the opportunity to make a statement, and will be available to respond to
appropriate questions.
Unless marked to the contrary, proxies received will be voted FOR
ratification of the appointment of Deloitte & Touche LLP as the Company's
independent auditors for the 2000 year.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT
OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE
2000 YEAR.
OTHER BUSINESS
Management knows of no other matters that will be presented for action at
the Annual Meeting. However, the enclosed proxy gives discretionary authority to
the persons named in the proxy in the event that any other matters should be
properly presented to the meeting.
STOCKHOLDER PROPOSALS
To be eligible for inclusion in the Company's proxy materials for the 2001
Annual Meeting of stockholders, a proposal intended to be presented by a
stockholder for action at that meeting must, in addition to complying with the
stockholder eligibility and other requirements of the Commission's rules
14
governing such proposals, be received not later than July 24, 2000 by the
Secretary of the Company at the Company's principal executive offices, One
Centerpointe Drive, Suite 200, Lake Oswego, Oregon 97035.
Stockholders may only bring business before an annual meeting if the
stockholder proceeds in compliance with the Company's Amended and Restated
Bylaws. For business to be properly brought before the 2000 Annual Meeting by a
stockholder, notice of the proposed business must be given to the Secretary of
the Company in writing on or before the close of business on December 2, 1999.
The notice to the Secretary must set forth as to each matter that the
stockholder proposes to bring before the meeting: (a) a brief description of the
business and reasons for conducting such business at the annual meeting;
(b) the stockholder's name and address as they appear on the Company's books;
(c) the class and number of shares beneficially owned by the stockholder;
(d) any material interest of the stockholder in such business and a description
of all arrangements and understandings between such stockholder and any other
person (including their names) in connection with the proposal of such business;
and (e) a representation that the stockholder intends to appear in person at the
annual meeting and bring such business before the meeting. The presiding officer
at any annual meeting shall determine whether any matter was properly brought
before the meeting in accordance with the above provisions. If the presiding
officer should determine that any matter has not been properly brought before
the meeting, he or she will so declare at the meeting and any such matter will
not be considered or acted upon.
------------------------
A COPY OF THE COMPANY'S 1999 ANNUAL REPORT ON FORM 10-K WILL BE AVAILABLE TO
STOCKHOLDERS WITHOUT CHARGE UPON REQUEST TO: INVESTOR RELATIONS, THE GREENBRIER
COMPANIES, INC., ONE CENTERPOINTE DRIVE, SUITE 200, LAKE OSWEGO, OREGON 97035.
By order of the Board of Directors,
Kenneth D. Stephens
SECRETARY
November 29, 1999
15
EXHIBIT A
[LOGO]
STOCK INCENTIVE PLAN--2000
I. PURPOSE
The Plan provides a means by which selected Employees, Directors and
Consultants of The Greenbrier Companies, Inc. and Affiliates may be given an
opportunity to acquire stock of the Company. By means of the Plan, the Company
seeks to secure and retain the services of persons who currently are, or may
become, Employees, Directors or Consultants, and to provide incentives for such
persons to exert maximum efforts on behalf of the Company and its Affiliates.
The Plan provides for granting Incentive Stock Options, Non-statutory Stock
Options and Restricted Stock Awards, or any combination of the foregoing, as
may, from time to time, be appropriate, depending upon the requirements of the
Company and the circumstances of the recipient of the Award, as more fully
provided in the Plan.
II. DEFINITIONS
The following definitions shall be applicable throughout the Plan unless the
context otherwise requires:
2.01 "1934 ACT" means the Securities Exchange Act of 1934, as amended and in
effect from time to time, or any successor statute.
2.02 "ACQUIRING PERSON" means any person or related person(s) which
constitute a "group" for purposes of Section 13(d) and Rule 13d-5 promulgated
under the Exchange Act, as such Section and Rule are in effect on the date this
Plan was initially adopted; PROVIDED, HOWEVER, that the term Acquiring Person
shall not include (a) the Company or any Subsidiary, (b) any employee benefit
plan of the Company or any Subsidiary, (c) any entity holding voting capital
stock of the Company for or pursuant to the terms of any such employee benefit
plan, or (d) any person or group which, on the date of adoption of the Plan,
held in excess of 25 percent of the outstanding Common Stock.
2.03 "AFFILIATE" means any Parent or Subsidiary.
2.04 "AWARD" means, individually or collectively, any Option, Restricted
Stock Award or Director Option.
2.05 "BOARD" means the Board of Directors of the Company.
2.06 "CHANGE IN CONTROL" means:
(a) A change in control of the Company of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated pursuant to the Exchange Act as in effect on the
date this Plan was initially adopted; PROVIDED that, without limitation,
such a change in control shall be deemed to have occurred at such time as
any Acquiring Person hereafter becomes the "beneficial owner" (as defined in
Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of
30 percent or more of the combined voting power of the Company's voting
securities; or
(b) During any period of 12 consecutive calendar months, individuals who
at the beginning of such period constitute the Board cease for any reason to
constitute at least a majority thereof unless
A-1
the election, or the nomination for election, by the Company's stockholders
of each new Director was approved by a vote of at least a majority of the
Directors then still in office who were Directors at the beginning of the
period; or
(c) There shall be consummated (i) any consolidation, merger or exchange
involving the Company in which the Company is not the continuing or
surviving corporation or pursuant to which voting securities would be
converted into cash, securities, or other property, other than a merger of
the Company in which the holders of voting securities immediately prior to
the merger have the same, or substantially the same, proportionate ownership
of common stock of the surviving corporation immediately after the merger,
or (ii) any sale, lease, exchange, or other transfer (in one transaction or
a series of related transactions) of all, or substantially all, of the
assets of the Company, or
(d) Approval by the stockholders of the Company of any plan or proposal
for the liquidation or dissolution of the Company.
2.07 "CODE" means the Internal Revenue Code of 1986, as amended and in
effect from time to time, or any successor statute. Reference in the Plan to any
section of the Code shall be deemed to include any amendments or successor
provisions to any such section.
2.08 "COMMITTEE" means not less than two members of the Board who are
selected by the Board as provided in Paragraph 4.01.
2.09 "COMMON STOCK" means the Common Stock, par value $0.001 per share, of
the Company.
2.10 "COMPANY" means The Greenbrier Companies, Inc., a Delaware corporation.
2.11 "CONSULTANT" means any person, including an adviser, engaged by the
Company or any Affiliate to render services and who does not render such
services as an Employee or Director.
2.12 "DIRECTOR" means an individual elected to the Board by the stockholders
of the Company or by the Board under applicable corporate law who is serving on
the Board on the date the Plan is adopted by the Board or is elected to the
Board after such date.
2.13 "DISABILITY" means the condition of being permanently "disabled" within
the meaning of Section 22(e)(3) of the Code, namely being unable to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or which
has lasted or can be expected to last for a continuous period of not less than
12 months.
2.14 "ELIGIBLE DIRECTOR" means a Director other than the persons who, on the
date of adoption of the Plan, served as Chairman of the Board of the Company or
the President and Chief Executive Officer of the Company.
2.15 "ELIGIBLE DIRECTOR OPTION" means an Award described in Article 9 of the
Plan.
2.16 "EMPLOYEE" means any person (including a Director, if applicable) in an
employment relationship with the Company or any Affiliate.
2.17 "FAIR MARKET VALUE" means, as of any specified date, the mean of the
reported high and low sales prices of the Common Stock on the composite tape on
that date, or if no prices are reported on that date, on the last preceding date
on which such prices of the Common Stock are so reported. If the Common Stock is
traded over the counter at the time a determination of its fair market value is
required to be made hereunder, its fair market value shall be deemed to be equal
to the average between the reported closing bid and asked prices of Common Stock
on that date, or if no prices are reported on that date, on the last preceding
date on which such prices of Common Stock are so reported. In the event Common
Stock is not publicly traded at the time a determination of its value is
required to be made hereunder, the determination of its fair market value shall
be made by the Committee in such manner as it deems appropriate.
2.18 "HOLDER" means an Employee, CONSULTANT or a Director who has been
granted an Award.
2.19 "INCENTIVE STOCK OPTION" means an incentive stock option within the
meaning of Section 422 of the Code.
2.20 "NON-STATUTORY STOCK OPTION" means a stock option other than an
Incentive Stock Option.
A-2
2.21 "OPTION" means an Award described in Article 7 or 9 of the Plan.
2.22 "OPTION Agreement" means a written agreement between the Company and a
Holder with respect to an Option.
2.23 "PARENT" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.
2.24 "PLAN" means The Greenbrier Companies, Inc. Stock Incentive Plan,--2000
as set forth herein and as may be hereafter amended from time to time.
2.25 "RESTRICTED STOCK AGREEMENT" means a written agreement between the
Company and a Holder with respect to a Restricted Stock Award.
2.26 "RESTRICTED STOCK Award" means an Award described in Article 8 of the
Plan.
2.27 "RULE 16b-3" means SEC Rule 16b-3 promulgated under the 1934 Act, as
such may be amended from time to time, and any successor rule, regulation or
statute fulfilling the same or similar function.
2.28 "SUBSIDIARY" means a "subsidiary corporation," whether now or hereafter
existing, as defined in Section 424(f) of the Code; namely, any corporation in
which the Company directly or indirectly controls 50 percent or more of the
total combined voting power of all classes of stock having voting power. For
purposes of this Plan, the term "Subsidiary" shall also include a limited
liability company or other entity in which the Company directly or indirectly
controls 50 percent or more of the total combined voting power or interest in
profits and losses, provided, that for determining eligibility to receive
Incentive Stock Options, the term "Subsidiary" shall be limited to the term
"subsidiary corporation" as defined in Section 424(f) of the Code.
III. EFFECTIVE DATE AND DURATION OF THE PLAN
The Plan shall be effective as of April 6, 1999; the date of its adoption by
the Board, provided the Plan is approved by the stockholders of the Company
within 12 months thereafter. No further Awards may be granted under the Plan
after April 5, 2009. The Plan shall remain in effect until all Awards granted
under the Plan have been satisfied or expired.
IV. ADMINISTRATION
4.01 COMPOSITION OF COMMITTEE. The Plan shall be administered by a
committee which shall be: (a) appointed by the Board and (b) constituted so as
to permit the Plan to comply with Rule 16b-3. Except as provided in Article IX,
no member of the Committee shall be eligible to receive an Award under the Plan,
and no person who has received an Award (other than an Award described in
Article IX) in the preceding year shall be eligible to serve on the Committee.
The Board may from time to time remove members from, or add members to, the
Committee. Vacancies on the Committee, however caused, shall be filled by the
Board. If a Committee is not appointed by the Board, the Plan shall be
administered by the Board and all references in the Plan to a Committee shall
mean and refer to the Board.
4.02 AUTHORITY OF THE COMMITTEE. Subject to the provisions of the Plan,
the Committee shall have sole authority, in its discretion, to determine:
(a) which Employees, Directors and Consultants shall receive Awards, (b) the
time or times when Awards shall be granted, (c) the type or types of Awards to
be granted, and (d) the number of shares of Common Stock which may be issued
under each Award. In making such determinations the Committee may take into
account the nature of the services rendered by the respective individuals, their
present and potential contribution to the success of the Company and its
Affiliates, and such other factors as the Committee in its discretion shall deem
relevant. The Committee shall also have such additional powers as are delegated
to it by the Plan. Subject to the express provisions of the Plan, the Committee
is authorized to construe the Plan and the respective agreements executed
thereunder, to prescribe such rules and regulations relating to the Plan as it
may deem advisable to carry out the Plan, and to determine the terms,
restrictions and provisions of each Award, including such terms, restrictions
and provisions as shall be requisite in the judgment of the Committee to cause
designated Options to qualify as Incentive Stock Options, and to make all other
determinations necessary or advisable for administering the Plan. The Committee
may correct any defect or supply any omission or reconcile any inconsistency in
any
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agreement relating to an Award in the manner and to the extent it shall deem
expedient to carry it into effect. The determinations of the Committee on the
matters referred to in this Paragraph 4.02 shall be conclusive.
4.03 LIABILITY OF COMMITTEE MEMBERS. No member of the Committee shall be
liable for any action or determination made in good faith with respect to the
Plan or any Award.
4.04 COSTS OF PLAN. The costs and expenses of administering the Plan shall
be borne by the Company.
V. ELIGIBILITY
Under the Plan, Employees, Consultants and Eligible Directors shall be
eligible to receive Awards under the Plan; provided, however, that only
Employees shall be eligible to receive Incentive Stock Options and only Eligible
Directors shall be eligible to receive Eligible Director Options. Members of the
Committee shall be eligible to receive Awards only to the extent provided in
Paragraph 4.01. Any Award may be granted on more than one occasion to the same
person, and may include an Incentive Stock Option, a Non-statutory Stock Option,
a Restricted Stock Award, or any combination thereof.
VI. GRANT OF AWARDS; SHARES SUBJECT TO THE PLAN
6.01 DISCRETIONARY AWARDS. The Committee may from time to time grant
Options and Restricted Stock Awards to Employees and Consultants.
6.02 NON-DISCRETIONARY AWARDS. Immediately after the close of each annual
stockholder meeting (commencing with the 2000 annual meeting), the Committee
shall automatically grant an Eligible Director Option to purchase 2,500 shares
of Common Stock to each person then serving as am Eligible Director, including
any such person who is elected at such meeting. The exercise price and term of
such options shall be the same as provided under Article IX and such options
shall become exercisable in accordance with the schedule set forth in
Paragraph 9.02.
6.03 AGGREGATE NUMBER OF SHARES. Subject to Article X, the aggregate
number of shares of Common Stock that may be issued under the Plan shall not
exceed 1,000,000 shares. Shares shall be deemed to have been issued under the
Plan: only (a) to the extent actually issued and delivered pursuant to an Award,
or (b) to the extent an Award is settled in cash. To the extent that an Award
lapses or the rights of its Holder terminate, any shares of Common Stock subject
to such Award shall again be available for the grant of Awards.
6.04 STOCK OFFERED. The stock to be offered pursuant to the grant of any
Award may be authorized but unissued Common Stock or Common Stock previously
issued and outstanding and reacquired by the Company.
VII. OPTIONS
7.01 OPTION PERIOD. The term of each Option shall be as specified by the
Committee at the date of grant, except that no Incentive Stock Option shall be
exercisable after the expiration of 10 years from the date of grant of such
Incentive Stock Option.
7.02 LIMITATIONS ON EXERCISE OF OPTION. An Option shall be exercisable in
whole or in such installments and at such times as may be determined by the
Committee.
7.03 SPECIAL LIMITATIONS ON INCENTIVE STOCK OPTIONS. To the extent that
the aggregate Fair Market Value (determined at the time the respective Incentive
Stock Option is granted) of Common Stock with respect to which Incentive Stock
Options granted after 1986 are exercisable for the first time by an individual
during any calendar year under all incentive stock option plans of the Company
and its Affiliates exceeds $100,000, such Incentive Stock Options shall be
treated as options which do not constitute Incentive Stock Options. The
Committee shall determine, in accordance with applicable provisions of the Code,
Treasury Regulations and other administrative pronouncements, which of a
Holder's Options shall not constitute Incentive Stock Options because of such
limitation and shall notify the Holder of such determination as soon as
practicable after such determination. No Incentive Stock Option shall be granted
to an individual if, at the time the Option is granted, such individual owns
stock possessing more than
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10 percent of the total combined voting power of all classes of stock of the
Company or of any Affiliate, unless (a) at the time such Option is granted the
exercise price is at least 110 percent of the Fair Market Value of the Common
Stock subject to the Option and (b) such Option by its terms is not exercisable
after the expiration of five years from the date of grant.
7.04 SEPARATE STOCK CERTIFICATES. Separate stock certificates shall be
issued by the Company for those shares acquired pursuant to the exercise of an
Incentive Stock Option and for those shares acquired pursuant to the exercise of
a Non-statutory Stock Option.
7.05 OPTION AGREEMENT. Each Option shall be evidenced by an Option
Agreement in such form and containing such provisions not inconsistent with the
provisions of the Plan as the Committee from time to time shall approve,
including, without limitation, provisions to qualify an Incentive Stock Option
under Section 422 of the Code. An Option Agreement may provide for the payment
of the exercise price, in whole or in part, by the delivery of a number of
shares of Common Stock (plus cash if necessary) having a Fair Market Value (as
of the exercise date of the Option) equal to such exercise price. Moreover, an
Option Agreement may provide for a "cashless exercise" of the Option by
establishing procedures whereby the Holder, by a properly executed written
notice, directs: (a) an immediate market sale or margin loan respecting all or a
part of the shares of Common Stock to which the Holder is entitled upon exercise
of the Option, (b) the delivery of the shares of Common Stock from the Company
directly to a brokerage firm and (c) the delivery of the exercise price from
sale or margin loan proceeds from the brokerage firm directly to the Company.
Such Option Agreement may also include, without limitation, provisions relating
to: (a) vesting of Options, (b) tax matters (including provisions covering any
applicable employee wage withholding requirements), and (c) any other matters
not inconsistent with the terms and provisions of this Plan that the Committee
shall in its sole discretion determine. The terms and conditions of the
respective Option Agreements need not be identical.
7.06 EXERCISE PRICE AND PAYMENT. The price at which a share of Common
Stock may be purchased upon exercise of an Option shall be determined by the
Committee, but such exercise price shall be: (a) not less than the Fair Market
Value of a share of Common Stock on the date such Option is granted if the
Option is an Incentive Stock Option and (b) subject to adjustment as provided in
Article X. An Option or portion thereof may be exercised by delivery of an
irrevocable notice of exercise to the Company. The exercise price of an Option
or portion thereof shall be paid in full in the manner prescribed by the
Committee.
7.07 TERMINATION OF EMPLOYMENT OR SERVICE.
(a) In the event the employment or service of a Holder of an Option by
the Company or any Affiliate terminates for any reason other than because of
Disability or death, such Option may be exercised at any time prior to the
expiration date of the Option or the expiration of three months after the
date of such termination, whichever is the shorter period, but only if and
to the extent the Holder was entitled to exercise the Option at the date of
such termination.
(b) In the event the employment or service of a Holder of an Option by
the Company or any Affiliate terminates because of Disability, such Option
may be exercised at any time prior to the expiration date of the Option or
the expiration of one year after the date of such termination, whichever is
the shorter period, but only if and to the extent the Holder was entitled to
exercise the Option at the date of such termination.
(c) In the event of the death of a Holder of an Option while employed
by, or providing service to, the Company or any Affiliate, such Option shall
become immediately exercisable in its entirety and may be exercised at any
time prior to the expiration date of the Option, but only by the person or
persons to whom such Holder's rights under the Option shall pass by the
Holder's will or by the laws of descent and distribution of the state or
country of domicile at the time of death.
(d) The Committee, at the time of grant or at any time thereafter, may
extend the three-month and one-year expiration periods any length of time
not later than the original expiration date of the Option, and may increase
the portion of the Option that is exercisable, subject to such terms and
conditions as the Committee may determine.
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(e) To the extent that the Option of any deceased Holder or of any
Holder whose employment or service terminates is not exercised within the
applicable period, all further rights to purchase Common Stock pursuant to
such Option shall cease and terminate.
7.08 RIGHTS AS A STOCKHOLDER. The Holder of an Option under the Plan shall
have no rights as a stockholder with respect to the Common Stock subject to such
Option until the date of issue to the Holder of a stock certificate for such
shares. Except as otherwise expressly provided in the Plan, no adjustment shall
be made for dividends or other rights for which the record date occurs prior to
the date such stock certificate is issued.
7.09 OPTIONS IN SUBSTITUTION FOR STOCK OPTIONS GRANTED BY OTHER
CORPORATIONS. Options may be granted under the Plan from time to time in
substitution for stock options held by individuals employed by corporations who
become Employees as a result of a merger or consolidation of the employing
corporation with the Company or any Affiliate, or the acquisition by the Company
or any Affiliate of the assets of the employing corporation, or the acquisition
by the Company or any Affiliate of stock of the employing corporation with the
result that such employing corporation or entity becomes a Subsidiary.
7.10 RESTRICTION ON SALE. Unless otherwise determined by the Committee, if
an officer subject to Section 16 of the 1934 Act or a Director exercises an
Option within six months of the grant of an Option, the shares acquired upon
exercise of the Option may not be sold until six months after the date of grant
of the Option.
VIII. RESTRICTED STOCK AWARDS
8.01 RESTRICTION PERIOD. At the time a Restricted Stock Award is granted,
the Committee shall establish a period of time (the "Restriction Period")
applicable to such Award. Each Restricted Stock Award may have a different
Restriction Period, in the discretion of the Committee. The Restriction Period
applicable to a particular Restricted Stock Award shall not be changed except as
permitted by Paragraph 8.02 or Article X.
8.02 OTHER TERMS AND CONDITIONS. Common Stock awarded pursuant to a
Restricted Stock Award shall be represented by a stock certificate registered in
the name of the Holder of such Restricted Stock Award. The Holder shall have the
right to receive dividends during the Restriction Period, to vote Common Stock
subject thereto and to enjoy all other stockholder rights, except that: (a) the
Holder shall not be entitled to delivery of the stock certificate until the
Restriction Period shall have expired, (b) the Company shall retain custody of
the stock certificate during the Restriction Period, (c) the Holder may not
sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock
during the Restriction Period, and (d) a breach of the terms and conditions
established by the Committee pursuant to the Restricted Stock Agreement shall
cause a forfeiture of the Restricted Stock Award. Stock dividends issued with
respect to Common Stock awarded pursuant to a Restricted Stock Award shall be
treated as additional Common Stock covered by the Restricted Stock Award. At the
time of such Award, the Committee may, in its sole discretion, prescribe
additional terms, conditions or restrictions relating to Restricted Stock
Awards, including, but not limited to, rules pertaining to the termination of
employment or service (by retirement, Disability, death or otherwise) of a
Holder prior to expiration of the Restriction Period. Such additional terms,
conditions or restrictions shall be set forth in a Restricted Stock Agreement
made in conjunction with the Award. Such Restricted Stock Agreement may also
include, without limitation, provisions relating to: (a) vesting of Awards,
(b) tax matters (including provisions (i) covering any applicable employee wage
withholding requirements and (ii) prohibiting an election by the Holder under
Section 83(b) of the Code), and (c) any other matters not inconsistent with the
terms and provisions of this Plan that the Committee shall in its sole
discretion determine. Unless otherwise determined by the Committee, if an
officer subject to Section 16 of the 1934 Act or a Director receives a
Restricted Stock Award, shares issued pursuant to such Award may not be sold
until six months after the shares are issued.
8.03 EXERCISE PRICE AND PAYMENT. The Committee shall determine the amount
and form of any payment for Common Stock received pursuant to a Restricted Stock
Award, provided that in the absence of such a determination, a Holder shall not
be required to make any payment for Common Stock received pursuant to a
Restricted Stock Award, except to the extent otherwise required by law.
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8.04 RESTRICTED STOCK AGREEMENT. At the time any Award is granted under
this Article VIII, the Company and the Holder shall enter into a Restricted
Stock Agreement setting forth each of the matters contemplated hereby and such
other matters as the Committee may determine to be appropriate. The terms and
provisions of the respective Restricted Stock Agreements need not be identical.
IX. ELIGIBLE DIRECTOR OPTIONS
9.01 EXERCISE PRICE. The price at which a share of Common Stock may be
purchased upon exercise of an Eligible Director Option shall be the Fair Market
Value of a share of Common Stock on the date such Eligible Director Option is
granted.
9.02 TERM AND LIMITATIONS ON EXERCISE. Each Eligible Director Option shall
have a five-year term from the date of grant, unless earlier terminated as
provided in Paragraph 7.07 or Article X. Each Eligible Director Option shall
become exercisable at the rate of one-half per year on each of the first two
anniversaries of the date of grant, subject to earlier exercise pursuant to
Article X. If a Holder ceases to be a Director for any reason, including death
or Disability, the exercise of the Option shall be subject to Paragraph 7.02.
9.03 GENERAL RULES. Eligible Director Options shall be governed by the
provisions of Article VII to the extent such provisions are not inconsistent
with this Article IX. Each Eligible Director Option shall be evidenced by an
Eligible Director Option Agreement.
X. CHANGES IN CAPITAL STRUCTURE
10.01 ADJUSTMENTS BY COMMITTEE. If the outstanding Common Stock is
hereafter increased or decreased or changed into or exchanged for a different
number or kind of shares or other securities of the Company or of another
corporation by reason of any reorganization, merger, consolidation, plan of
exchange, recapitalization, reclassification, stock split-up, combination of
shares or dividend payable in shares, appropriate adjustment shall be made by
the Committee in the number and kind of shares available for Awards. In
addition, the Committee shall make appropriate adjustment in the number and kind
of shares as to which outstanding Options, or portions thereof then unexercised,
shall be exercisable, so that the Holder's proportionate interest before and
after the occurrence of the event is maintained. Notwithstanding the foregoing,
the Committee shall have no obligation to effect any adjustment that would or
might result in the issuance of fractional shares, and any fractional shares
resulting from any adjustment may be disregarded or provided for in any manner
determined by the Committee. Any such adjustments made by the Committee shall be
conclusive. Any adjustment provided for in this Paragraph 10.01 shall be subject
to any required stockholder action. In the event of dissolution of the Company
or a merger, consolidation or plan of exchange affecting the Company, in lieu of
providing for Options as provided above in this Paragraph 10.01 or in lieu of
having the Options continue unchanged, the Committee may, in its sole
discretion, provide a 30-day period prior to such event during which Holders
shall have the right to exercise Options in whole or in part without any
limitation on exercisability and upon the expiration of which 30-day period all
unexercised Options shall immediately terminate.
10.02 RESERVED POWERS OF BOARD AND STOCKHOLDERS. The existence of the Plan
and the Awards granted hereunder shall not affect in any way the right or power
of the Board or the stockholders of the Company to make or authorize any
adjustment, recapitalization, reorganization or other change in the Company's
capital structure or its business, any merger or consolidation of the Company,
any issue of debt or equity securities ahead of or affecting Common Stock or the
rights thereof, the dissolution or liquidation of the Company, or any sale,
lease, exchange or other disposition of all or any part of its assets or
business or any other corporate act or proceeding.
10.03 NO ADJUSTMENT FOR CERTAIN ISSUANCES BY COMPANY. Except as
hereinbefore expressly provided, the issuance by the Company of shares of stock
of any class or securities convertible into shares of stock of any class, for
cash, property, labor or services, upon direct sale, upon the exercise of rights
or warrants to subscribe therefor, or upon conversion of shares or obligations
of the Company convertible into such shares or other securities, and in any case
whether or not for fair value, shall not affect, and no adjustment
A-7
by reason thereof shall be made with respect to, the number of shares of Common
Stock subject to Awards theretofore granted or the exercise price per share, if
applicable.
10.04 ACCELERATION OF OPTIONS--CHANGE OF CONTROL PROVISIONS.
(a) In the event of a Change in Control, each outstanding Option shall
become immediately exercisable to the full extent theretofore not
exercisable. Notwithstanding the foregoing, any Holder shall be entitled to
decline the acceleration of all or any of his or her Options, if he or she
determines that such acceleration may result in adverse tax consequences to
him or her.
(b) In the event that the Board approves a proposal for: (i) merger,
exchange or consolidation in which the Company is not the resulting or
surviving corporation (or in which the Company is the resulting or surviving
corporation but becomes a subsidiary of another corporation); (ii) transfer
of all or substantially all the assets of the Company; or (iii) the
dissolution or liquidation of the Company (each, a "Transaction"), the
Committee shall notify in writing Holders of the proposed Transaction (the
"Proposal Notice") at least 30 days prior to the effective date of the
proposed Transaction. The Committee shall, in its sole discretion, and to
the extent possible under the structure of the Transaction, select one of
the following alternatives for treating outstanding Options under the Plan:
(i) Outstanding Options shall be converted into Options to purchase
stock in the corporation that is the surviving or acquiring corporation
in the Transaction. The amount, type of securities subject thereto and
exercise price of the converted Options shall be determined by the
Committee and based on the exchange rate, if any, used in determining
shares of the surviving corporation to be issued to holders of shares of
the Company. If there is no exchange rate in the Transaction, the
Committee shall, in making its determination, take into account the
relative values of the companies involved in the Transaction and such
other factors as it deems relevant. Such converted Options shall be fully
vested.
(ii) The Committee shall provide a 30-day period prior to the
consummation of the Transaction during which outstanding Options may be
exercised without any limitation on exercisability, and upon consummation
of such Transaction, all unexercised Options shall immediately terminate.
If the Committee elects to provide such 30-day period for the exercise of
Options, the Proposal Notice shall so state. Holders, by written notice
to the Company, may exercise their Options and, in so exercising the
Options, may condition such exercise upon, and provide that such exercise
shall become effective immediately prior to, the consummation of the
Transaction, in which event Holders need not make payment for the Common
Stock to be purchased upon exercise of Options until five days after
written notice by the Company to the Holders that the Transaction has
been consummated (the "Transaction Notice"). If the Transaction is
consummated, each Option, to the extent not previously exercised prior to
the consummation of the Transaction, shall terminate and cease being
exercisable as of the effective date of such consummation. If the
Transaction is abandoned, (A) all outstanding Options not exercised shall
continue to be exercisable, to the extent such Options were exercisable
prior to the date of the Proposal Notice, and (B) to the extent that any
Options not exercised prior to such abandonment shall have become
exercisable solely by operation of Sections 10.1 or 10.2 or this
Section 10.4, such exercisability shall be deemed annulled, and the
exercisability provisions otherwise in effect shall be reinstituted, as
of the date of such abandonment.
10.05 RIGHTS ISSUED BY ANOTHER CORPORATION. The Committee may also grant
Options or Restricted Stock Awards and sell shares of Common Stock under the
Plan having terms, conditions and provisions that vary from those specified in
the Plan if, but only if, such awards are granted in substitution for, or in
connection with the assumption of, existing Awards and stock granted, awarded or
issued by another corporation and assumed or otherwise agreed to be provided for
by the Company pursuant to or by reason of a Transaction.
XI. AMENDMENT AND TERMINATION OF THE PLAN
The Board in its discretion may terminate the Plan at any time with respect
to any shares for which Awards have not theretofore been granted. The Board
shall have the right to alter or amend the Plan or
A-8
any part thereof from time to time; provided, that no change in any Award
theretofore granted may be made which would impair the rights of the Holder
without the consent of the Holder; provided further, that the provisions of
Article IX shall not be amended more than once during any period of six calendar
months, other than to comport with changes in the Code, the Employee Retirement
Income Security Act of 1974, or the rules thereunder; and provided further, that
the Board may not, without approval of the stockholders, amend the Plan to:
11.01 Increase the maximum number of shares which may be issued on grant or
exercise of an Award, except as provided in Article X;
11.02 Change the price at which an Award may be granted or exercised;
11.03 Change the class of individuals eligible to receive Awards;
11.04 Extend the maximum period during which Awards may be granted under the
Plan; or
11.05 Decrease any authority granted to the Committee hereunder in
contravention of Rule 16b-3.
XII. MISCELLANEOUS
12.01 NO RIGHT TO AN AWARD. Neither the adoption of the Plan by the
Company nor any action of the Board or the Committee shall be deemed to give an
Employee, a Consultant or a Director any right to be granted an Award or any of
the rights hereunder except as may be evidenced by an Award or by an Option
Agreement or Restricted Stock Agreement duly executed on behalf of the Company,
and then only to the extent and on the terms and conditions expressly set forth
therein.
12.02 NO EMPLOYMENT RIGHTS CONFERRED. Nothing in the Plan shall:
(a) confer upon any Employee any right with respect to continuation of
employment with the Company or any Affiliate or (b) interfere in any way with
the right of the Company or any Affiliate to terminate the Employee'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.
12.03 OTHER LAWS; WITHHOLDING. The Company shall not be obligated to issue
any Common Stock pursuant to any Award granted under the Plan at any time when
the shares covered by such Award have not been registered under the Securities
Act of 1933 and such other state and federal laws, rules or regulations as the
Company or the Committee deems applicable and, in the opinion of legal counsel
for the Company, there is no exemption from the registration requirements of
such laws, rules or regulations available for the issuance and sale of such
shares. No fractional shares of Common Stock shall be delivered, nor shall any
cash in lieu of fractional shares be paid. The Company shall have the right to
deduct in connection with all Awards any taxes required by law to be withheld
and to require any payments required to enable it to satisfy its withholding
obligations.
12.04 NO RESTRICTION ON CORPORATE ACTION. Nothing contained in the Plan
shall be construed to prevent the Company or any Affiliate from taking any
corporate action which is deemed by the Company or such Affiliate to be
appropriate or in its best interest, whether or not such action would have an
adverse effect on the Plan or any Award granted under the Plan. No Employee,
Consultant, Director, beneficiary or other person shall have any claim against
the Company or any Affiliate as a result of any such action.
12.05 RESTRICTIONS ON TRANSFER. An Award shall not be transferable
otherwise than by will or the laws of descent and distribution and may be
exercisable during the lifetime of the Holder only by such Holder or the
Holder's guardian or legal representative.
12.06 RULE 16b-3. It is intended that the Plan and any grant of an Award
made to a person subject to Section 16 of the 1934 Act meet all of the
requirements of Rule 16b-3. If any provision of the Plan or any such Award would
disqualify the Plan or such Award under, or would otherwise not comply with,
Rule 16b-3, such provision or Award shall be construed or deemed amended to
conform to Rule 16b-3.
12.07 GOVERNING LAW. To the extent that federal laws (such as the Code and
the federal securities laws) do not otherwise control, the Plan shall be
construed in accordance with the laws of the State of Delaware.
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12.08 HEADINGS. Headings contained in the Plan are for reference purposes
and shall not affect the meaning or interpretation of the Plan.
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THE GREENBRIER COMPANIES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS JANUARY 11, 2000
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
P
R The undersigned hereby appoints William A. Furman, A. Daniel O'Neal and
O C. Bruce Ward as proxies, each with full power of substitution,
X to vote all of the Common Stock that the undersigned is entitled to
Y vote at the Annual Meeting of Stockholders of The Greenbrier Companies,
Inc. to be held on Tuesday, January 11, 2000 beginning at 2:00 P.M.
Portland time and at any adjournments or postponements thereof:
Election of Directors, Nominees:
(notation/comments)
WILLIAM A. FURMAN
---------------------------------
ALAN JAMES
---------------------------------
C. BRUCE WARD
---------------------------------
---------------------------------
(If you have written in the above
space, please mark the
corresponding box on the reverse
side of this card.)
----------------
SEE REVERSE SIDE
----------------
(please sign on reverse side)
- ------------------------------------------------------------------------------
- PLEASE VOTE, SIGN, AND RETURN THE ABOVE PROXY -
THE GREENBRIER COMPANIES, INC.
You are cordially invited to attend the 2000 Annual Meeting of Stockholders
of The Greenbrier Companies, Inc., which will be held at the Benson Hotel,
309 SW Broadway, Portland, Oregon beginning at 2:00 P.M. on Tuesday, January
11, 2000.
Whether or not you plan to attend this meeting, please sign, date, and return
your proxy form above as soon as possible so that your shares can be voted at
the meeting in accordance with your instructions. If you attend the meeting,
you may revoke your proxy, if you wish, and vote personally. It is important
that your stock be represented.
Kenneth D. Stephens, SECRETARY
/X/ PLEASE MARK YOUR VOTES 2344
AS IN THIS EXAMPLE. ----
FOR ALL NOMINEES AS
LISTED ON REVERSE WITHHOLD
(EXCEPT AS MARKED TO AUTHORITY TO VOTE FOR
THE CONTRARY BELOW). ALL NOMINEES LISTED.
1. Election of / / / /
Directors
For, except vote withheld from the following nominees:
- --------------------------------------------------------
FOR AGAINST ABSTAIN
2. APPROVE ADOPTION OF THE STOCK INCENTIVE / / / / / /
PLAN -- 2000.
3. RATIFY APPOINTMENT OF DELOITTE & TOUCHE / / / / / /
LLP AS THE COMPANY'S INDEPENDENT AUDITORS
FOR FISCAL 2000.
4. IN THEIR DISCRETION, UPON SUCH OTHER / / / / / /
BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING, OR AT ANY ADJOURNMENT THEREOF.
The shares represented by this proxy will be voted as directed, but if no
specification is made, this proxy will be voted FOR the election of each of
the nominees for director, FOR approval of the stock incentive plan - 2000
and FOR approval of Deloitte & Touche LLP as the independent public
accountants of the company.
Please date and sign exactly as your name or names appear below. If more than
one name appears, all should sign. Persons signing as attorney, executor,
administrator, trustee, guardian, corporate officer or in any other official
or representative capacity, should also provide full title. If a partnership,
please sign in full partnership name by authorized person.
DATED:
---------------------------------
---------------------------------------
---------------------------------------
SIGNATURE OR SIGNATURES
- ------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
PLEASE SIGN, DATE AND RETURN THE PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE.