Exhibit 10.30
GATX CORPORATION
CASH INCENTIVE COMPENSATION PLAN
(as amended January 1, 2005)
SECTION 1
GENERAL
1.1. Purpose. The purpose of the GATX Corporation Cash Incentive
Compensation Plan (the "Plan") is to promote the long term financial interest of
GATX Corporation (the "Company") by (i) attracting and retaining executive
personnel possessing outstanding ability; (ii) further motivating such
individuals by means of cash incentives to achieve long-range goals; and (iii)
providing cash incentive compensation opportunities which are competitive with
those of other major corporations.
1.2. Participation. Subject to the terms and conditions of the Plan, the
Committee shall determine and designate, from time to time, from among the
Eligible Employees, those persons who will be granted one or more Cash Incentive
Awards under the Plan, and thereby become "Participants" in the Plan.
1.3. Operation, Administration, and Definitions. The operation and
administration of the Plan, including the Cash Incentive Awards made under the
Plan, shall be subject to the provisions of Section 4 (relating to operation and
administration). Capitalized terms in the Plan shall be defined as set forth in
the Plan (including the definition provisions of Section 8).
SECTION 2
CASH INCENTIVE AWARD
2.1. Designation. The Committee, from time to time in its discretion, shall
designate from among the Eligible Employees those individuals who will have an
opportunity to receive Cash Incentive Awards under the Plan for any Performance
Period, together with the amounts to be distributed in accordance with Section
3. Except as otherwise provided by the Committee, Cash Incentive Awards are
intended to be Performance-Based Compensation. Any Cash Incentive Awards
intended to be Performance-Based Compensation shall comply with the requirements
of this Section 2 to the extent such compliance is determined by the Committee
to be required for the Cash Incentive Awards to be treated as Performance-Based
Compensation. To the extent that the provisions of this Section 2 reflect the
requirements applicable to Performance-Based Compensation, such provisions shall
not apply to the portion of any Cash Incentive Award that is not intended to be
Performance-Based Compensation.
2.2. Determination of Cash Incentive Awards. Each Cash Incentive Award that
is intended to be Performance-Based Compensation shall be determined in
accordance with the following:
1
(a) The Cash Incentive Award for each Participant for any Performance Period
shall equal 0.75% of the Company's Total Gross Income Less Total Ownership
Costs (as defined in Section 8) for the Performance Period.
(b) At any time prior to the payment of a Cash Incentive Award, the Committee
may, in its discretion, reduce the amount of such award based on such
factors as the Committee determines appropriate.
(c) No payment shall be made of any Cash Incentive Award that is intended to be
Performance-Based Compensation until achievement of the applicable
performance objectives set forth in paragraph (a) above has been certified
by the Committee.
Any Cash Incentive Awards that are not intended to be Performance-Based
Compensation may be conditioned on any performance goals, factors, or criteria
as the Committee shall determine.
SECTION 3
DISTRIBUTIONS
Subject to subsection 2.2, a Participant's Cash Incentive Award for a
performance period ending in a calendar year shall be distributed to the
Participant in the following calendar year but not later than March 15 of the
following calendar year; provided, however, that for purposes of determining
compliance with Code section 409A, a payment will be considered to satisfy the
requirements of this Section3 if it is made no later than the end of the
calendar year following the end of the applicable performance period."
SECTION 4
OPERATION AND ADMINISTRATION
4.1. Effective Date. Subject to the approval of the stockholders of the
Company at the Company's 2004 annual meeting of its stockholders, the Plan shall
be effective as of January 1, 2004 (the "Effective Date"); provided, however,
that to the extent that Cash Incentive Awards are granted under the Plan prior
to its approval by stockholders, the Cash Incentive Awards shall be contingent
on approval of the Plan by the stockholders of the Company at such annual
meeting.
4.2. Tax Withholding. All distributions under the Plan are subject to
withholding of all applicable taxes, and the Committee may condition the
delivery of any benefits under the Plan on satisfaction of the applicable
withholding obligations.
4.3. Transferability. Except as otherwise provided by the Committee, Cash
Incentive Awards under the Plan are not transferable except as designated by the
Participant by will or by the laws of descent and distribution.
4.4. Heirs and Successors. The Plan shall be binding upon, and inure to the
benefit of, the Company and its successors and assigns, and upon any person
acquiring, whether by merger, consolidation, purchase of assets or otherwise,
all or substantially all of the Company's assets and business. If any benefits
deliverable to a Participant under the Plan have not been delivered
2
at the time of the Participant's death, such benefits shall be delivered to the
Designated Beneficiary in accordance with the provisions of the Plan. The
"Designated Beneficiary" shall be the beneficiary or beneficiaries designated by
a Participant in a writing filed with the Committee in such form and at such
time as the Committee shall require. If a deceased Participant fails to
designate a beneficiary, or if the Designated Beneficiary does not survive the
Participant, any benefits distributable to the Participant shall be distributed
to the legal representative of the estate of the Participant. If a deceased
Participant designates a beneficiary and the Designated Beneficiary survives the
Participant but dies before the complete distribution of benefits to the
Designated Beneficiary under the Plan, then any benefits distributable to the
Designated Beneficiary shall be distributed to the legal representative of the
estate of the Designated Beneficiary.
4.5. Agreement With Company. A Cash Incentive Award under the Plan may be
subject to such terms and conditions, not inconsistent with the Plan, as the
Committee shall, in its sole discretion, prescribe. The terms and conditions of
any Cash Incentive Award to any Participant may be reflected in such form of
written document as is determined by the Committee. A copy of such document
shall be provided to the Participant, and the Committee may, but need not
require that the Participant sign a copy of such document. Such document is
referred to in the Plan as an "Award Agreement" regardless of whether any
Participant signature is required.
4.6. Action by Company or Subsidiary. Any action required or permitted to
be taken by the Company or any Subsidiary shall be by resolution of its board of
directors, or by action of one or more members of the board (including a
committee of the board) who are duly authorized to act for the board, or (except
to the extent prohibited by applicable law or applicable rules of any stock
exchange) by a duly authorized officer of such company.
4.7. Gender and Number. Where the context admits, words in any gender shall
include any other gender, words in the singular shall include the plural and the
plural shall include the singular.
4.8. Limitation of Implied Rights.
(a) Neither a Participant nor any other person shall, by reason of
participation in the Plan, acquire any right in or title to any assets,
funds or property of the Company or any Subsidiary whatsoever, including,
without limitation, any specific funds, assets, or other property which the
Company or any Subsidiary, in its sole discretion, may set aside in
anticipation of a liability under the Plan. A Participant shall have only a
contractual right to the amounts, if any, payable under the Plan, unsecured
by any assets of the Company or any Subsidiary, and nothing contained in
the Plan shall constitute a guarantee that the assets of the Company or any
Subsidiary shall be sufficient to pay any benefits to any person.
(b) The Plan does not constitute a contract of employment, and selection as a
Participant will not give any participating employee or other individual
the right to be retained in the employ of the Company or any Subsidiary or
the right to continue to provide services to
3
the Company or any Subsidiary, nor any right or claim to any benefit under
the Plan, unless such right or claim has specifically accrued under the
terms of the Plan.
4.9. Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on
it considers pertinent and reliable, and signed, made or presented by the proper
party or parties.
SECTION 5
SOURCE OF BENEFIT DISTRIBUTIONS
An Employer shall be liable for distribution of benefits under the Plan
with respect to any Participant to the extent that such benefits are
attributable to services rendered by the Participant to that Employer. Any
disputes relating to liability of Employers for benefit distributions shall be
resolved by the Committee.
SECTION 6
COMMITTEE
6.1. Administration. The authority to control and manage the operation and
administration of the Plan shall be vested in the Compensation Committee of the
Board (the "Committee") in accordance with this Section 6, Section 303A.05 of
the NYSE Listed Company Manual and section 162(m) of the Code. The Committee
shall consist solely of three members of the Board who are not employees of the
Company or any Subsidiary. If the Committee does not exist, or for any other
reason determined by the Board, the Board may take any action under the Plan
that would otherwise be the responsibility of the Committee.
6.2. Powers of Committee. The Committee's administration of the Plan shall
be subject to the following:
(a) Subject to the provisions of the Plan, the Committee will have the
authority and discretion to select from among the Eligible Employees those
persons who shall be eligible to participate in the Plan.
(b) The Committee will have the authority and discretion to interpret the Plan,
to establish, amend, and rescind any rules and regulations relating to the
Plan, and to make all other determinations that may be necessary or
advisable for the administration of the Plan.
(c) Any interpretation of the Plan by the Committee and any decision made by it
under the Plan is final and binding on all persons.
6.3. Delegation by Committee. Except to the extent prohibited by applicable
law, the Committee may allocate all or any portion of its responsibilities and
powers to any one or more of its members and may delegate all or any part of its
responsibilities and powers to any person or persons selected by it. Any such
allocation or delegation may be revoked by the Committee at any time.
4
6.4. Information to be Furnished to Committee. The Company and Subsidiaries
shall furnish the Committee with such data and information as it determines may
be required for it to discharge its duties. The records of the Company and
Subsidiaries as to an employee's or Participant's employment, termination of
employment, leave of absence, reemployment and compensation shall be conclusive
on all persons unless determined to be incorrect. Participants and other persons
entitled to benefits under the Plan must furnish the Committee such evidence,
data or information as the Committee considers desirable to carry out the terms
of the Plan.
SECTION 7
AMENDMENT AND TERMINATION
The Board may, at any time, amend or terminate the Plan, provided that no
amendment or termination may, in the absence of written consent to the change by
the affected Participant (or, if the Participant is not then living, the
affected beneficiary), adversely affect the rights of any Participant or
beneficiary under any Cash Incentive Award granted under the Plan prior to the
date such amendment is adopted by the Board.
SECTION 8
DEFINED TERMS
In addition to the other definitions contained herein, the following
definitions shall apply:
(a) Board. The term "Board" means the Board of Directors of the Company.
(b) Cash Incentive Award. The term "Cash Incentive Award" means an award
determined in accordance with Section 2 and distributable in accordance
with Section 3.
(c) Code. The term "Code" means the Internal Revenue Code of 1986, as amended.
A reference to any provision of the Code shall include reference to any
successor provision of the Code.
(d) Eligible Employee. The term "Eligible Employee" means any key employee of
the Company or a Subsidiary.
(e) Employer. The term "Employer" means the Company and each of the
Subsidiaries whose employees the Committee includes in the Plan as
Participants.
(f) Participant. The term "Participant" means an individual who has been
designated by the Committee as eligible to participate in the Plan.
(g) Performance-Based Compensation. The term "Performance-Based Compensation"
shall have the meaning ascribed to it in section 162(m) of the Code and the
regulations thereunder.
(h) Performance Period. The term "Performance Period" shall mean the Company's
fiscal year, or such other period as may be established by the Committee
from time to time as the Performance Period.
5
(i) Subsidiary. The term "Subsidiary" means any company during any period in
which it is a "subsidiary corporation" (as that term is defined in Code
section 424(f)) with respect to the Company, and any other business venture
designated by the Committee in which the Company (or any entity that is a
successor to the Company) has a significant interest, as determined in the
discretion of the Committee.
(j) Total Gross Income Less Total Ownership Costs. The term "Total Gross Income
Less Total Ownership Costs" means the Company's "Total Gross Income" less
"Total Ownership Costs" as reported in the Company's consolidated statement
of income (or if such amounts are not reported in the Company's statement
of income, the line items in the Company's statement of income determined
by the Committee to correspond thereto).
6