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EXHIBIT 10.A
Amendment No. 7
GATX Corporation
1985 Long Term Incentive Compensation Plan
(as amended and restated)
Dated as of June 9, 2000
The GATX Corporation 1985 Long Term Incentive Compensation Plan (as amended
and restated) (the "1985 Plan") is hereby amended, effective as of June 9, 2000,
as follows:
1) Effective for Stock Options outstanding on June 9, 2000, by adding the
following to paragraph II-3, immediately following the first sentence
thereof:
"In the event a Participant's employment with the Company or a
subsidiary terminates because of death or disability (as determined by
the Committee), all of such Participant's Incentive Stock Options shall
immediately become exercisable upon the date of death or disability in
full for the shorter of the remainder of their terms or twelve (12)
months."
2) Effective for Stock Options outstanding on June 9, 2000, by inserting the
following in the second full sentence of paragraph II-4, immediately
following the phrase "(as determined by the Committee)" where that phrase
appears therein:
", including those Stock Options which have then vested pursuant to the
second sentence of paragraph II-3,"
3) Effective for Stock Options outstanding on June 9, 2000, by adding the
following to paragraph III-3, immediately following the first sentence
thereof:
"In the event a Participant's employment with the Company or a
subsidiary terminates because of death or disability (as determined by
the Committee), all of such Participant's Non-Qualified Stock Options
shall immediately become exercisable upon the date of death or
disability in full for the shorter of the remainder of their terms or
twelve (12) months."
4) Effective for Stock Options outstanding on June 9, 2000, by inserting the
following in the second full sentence of paragraph III-4,
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immediately following the phrase "(as determined by the Committee)" where
that phrase appears therein:
", including those Stock Options which have then vested pursuant to the
second sentence of paragraph III-3,"
5) Effective for grants made on or after June 9, 2000, by adding the following
to Part III thereof:
"6. Withholding. At the request of a Participant, the Company may
withhold shares subject to a Participant's Non-Qualified Stock Options
in satisfaction of such Participant's tax obligations incurred upon the
exercise of Stock Options hereunder; provided, however, that shares
cannot be withheld, and the proceeds thereof applied to a Participant's
tax withholding, in excess of that required to satisfy the minimum
withholding rates for federal and state tax purposes, including payroll
taxes."
6) Effective for Stock Options outstanding on June 9, 2000, by adding the
following to Part VIII thereof:
"3. Special Acceleration upon Sale or Merger of a Subsidiary. In the
event of any merger or consolidation of a subsidiary of the Company
into an entity that is not an affiliate of the Company, the sale or
exchange of all or substantially all of the assets of such subsidiary
to an entity that is not an affiliate of the Company immediately after
the transaction, or the sale of eighty percent (80%) or more of the
subsidiary's then outstanding voting stock to an entity that is not an
affiliate of the Company immediately after the transaction, the Stock
Options of persons employed by the subsidiary immediately before the
transaction, if any, then scheduled to become exercisable during the
calendar year in which such merger, consolidation, sale or exchange is
effected shall immediately become exercisable in full for a period
running until the end of the calendar year following the consummation
of such transaction, but in any event not longer than the remainder of
their term, at which time they shall expire. However, the circumstances
described in this paragraph 3 shall constitute a special acceleration
only with respect to Stock Options of individuals who are employed at
the affected subsidiary immediately before the events creating the
special acceleration under this paragraph, and then only with respect
to individuals who are not employed by the Company or a subsidiary at
any time during the 30-day
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period following the events creating the special acceleration. For
purposes of this paragraph 3, the term affiliate shall have the meaning
ascribed to it in the Securities Exchange Act of 1934."
In all other respects, the terms and conditions of the 1985 Long Term
Incentive Compensation Plan are hereby ratified and affirmed.
GATX CORPORATION
BY: /s/ GAIL L. DUDDY
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Gail L. Duddy
Vice President,
Human Resources
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Amendment No. 8
GATX Corporation
1985 Long Term Incentive Compensation Plan
(as amended and restated)
Dated January 26, 2001
The GATX Corporation 1985 Long Term Incentive Compensation Plan (as amended
and restated) (the "1985 Plan") is hereby further amended as follows:
A) By deleting therefrom paragraph VIII-1 and substituting therefor as
follows:
"1. Special Acceleration. Notwithstanding any other provisions of the Plan,
a Special Acceleration of awards outstanding under the Plan shall occur
with the effect set forth in paragraph VIII-2 at any time when there is
a change in the beneficial ownership of the Corporation's voting stock
or a change in the composition of the Corporation's Board of Directors
which occurs as follows:
(a) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (i) the then outstanding shares
of common stock of the Corporation (the "Outstanding Corporation Common
Stock") or (ii) the combined voting power of the then outstanding
voting securities of the Corporation entitled to vote generally in the
election of directors (the "Outstanding Corporation Voting
Securities"); provided, however, that for purposes of this subsection
(a), the following acquisitions shall not constitute a Change of
Control: (1) any acquisition directly from the Corporation, (2) any
acquisition by the Corporation which by reducing the number of shares
outstanding increases the proportionate number of shares owned by any
person to 20% or more, (3) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Corporation or any
corporation controlled by the Corporation or (4) any acquisition by any
corporation pursuant to a transaction which complies with clauses (i),
(ii) and (iii) of subsection (c) of this paragraph VIII-1; or
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(b) Individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming
a director subsequent to the date hereof whose election, or nomination
for election by the Corporation's shareholders, was approved by a vote
of at least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an
actual or threatened election contest with respect to the election or
removal of directors or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board;
or
(c) Consummation of a reorganization, merger or consolidation or sale
or other disposition of all or substantially all of the assets of the
Corporation (a "Business Combination"), in each case, unless, following
such Business Combination, (i) all or substantially all of the
individuals and entities who were the beneficial owners, respectively,
of the Outstanding Corporation Common Stock and Outstanding Corporation
Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 65% of,
respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result of such
transaction owns the Corporation or all or substantially all of the
Corporation's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding
Corporation Common Stock and Outstanding Corporation Voting Securities,
as the case may be, (ii) no Person (excluding any corporation resulting
from such Business Combination or any employee benefit plan (or related
trust) of the Corporation or such corporation resulting from such
Business Combination) beneficially owns, directly or indirectly, 20% or
more of, respectively, the then outstanding shares of common stock of
the corporation resulting from such Business Combination or the
combined voting power of the then outstanding voting securities of
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such corporation except to the extent that such ownership existed prior
to the Business Combination and (iii) at least a majority of the
members of the board of directors of the corporation resulting from
such Business Combination were members of the Incumbent Board at the
time of the execution of the initial agreement, or of the action of the
Board, providing for such Business Combination; or
(d) Approval by the shareholders of the Corporation of a complete
liquidation or dissolution of the Corporation; or
(e) Consummation of a Business Combination involving any subsidiary of
the Corporation (a "Corporation Unit") that is the primary employer of
the Executive immediately prior to such Business Combination unless
immediately after such Business Combination the Corporation owns at
least 50% of the voting stock of such Corporation Unit."
The terms used in this Part VIII and not defined elsewhere in the Plan shall
have the same meaning as such terms have in the Securities Exchange Act of 1934,
as amended, and the rules and regulations adopted thereunder."
B) By deleting from paragraph VIII-2(a) of the Plan the phrase "provided that
no Stock Option may be exercised by an officer or director of the
Corporation within six months of its date of grant;".
C) By deleting from paragraph VIII-2(b) of the Plan the phrase ", provided
further, that no Stock Appreciation Right may be exercised by an officer
within six months of its date of grant"; and
In all other respects, the terms and conditions of the 1985 Long Term
Incentive Compensation Plan are hereby ratified and affirmed.
GATX CORPORATION
BY: /s/ GAIL L. DUDDY
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Gail L. Duddy
Vice President,
Human Resources