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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 __________________________ 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 28, 2022
GATX Corporation
(Exact name of registrant as specified in its charter)
New York   1-2328   36-1124040
(State or other jurisdiction
of incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification No.)
233 South Wacker Drive
Chicago, Illinois 60606-7147
(Address of principal executive offices, including zip code)
(312) 621-6200
(Registrant’s telephone number, including area code)
 __________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of Each Exchange on Which Registered
Common Stock GATX New York Stock Exchange
Chicago Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

As previously reported, on December 3, 2021, the Board of Directors of GATX Corporation (“GATX” or the “Company”) appointed Robert C. Lyons to the position of Chief Executive Officer and President, effective April 22, 2022 upon the retirement of Brian A. Kenney, the current Chairman, CEO and President. Mr. Lyons is currently Executive Vice President and President of the Company’s Rail North America business. Mr. Kenney is expected to continue to serve on GATX’s Board of Directors as non-executive Chairman until October 31, 2022. On January 28, 2022, the Compensation Committee of the Board of Directors approved changes to Mr. Lyons’ base salary, target bonus and target long-term incentive opportunity in connection with his promotion and set Mr. Kenney’s compensation as non-executive Chairman.

Effective April 22, 2022, Mr. Lyons’ base salary will increase to $800,000 from $597,100, and his target bonus will increase to 100% of base salary from 70%. In making its regular, annual grants of long-term incentive awards on January 28, 2022, the Compensation Committee used a target value of $3,000,000 for Mr. Lyons’ awards, an increase from the target value of $950,000 used in 2021.

For his service as non-executive Chairman following his retirement on April 22, 2022, Mr. Kenney will receive cash compensation at the annual rate of $150,000. That amount will be pro-rated for the approximately six-month period Mr. Kenney is expected to serve.

In addition, on January 28, 2022, the Compensation Committee approved a Leadership Recognition Award for Thomas A. Ellman, the Company’s Executive Vice President and Chief Financial Officer. The award consists of a grant of 3,960 restricted stock units having a grant date value equal to $400,000 pursuant to the form of Restricted Stock Unit Agreement attached hereto as Exhibit 10.1. These restricted stock units will vest 25% on the one year anniversary of the date of grant and 75% on the third anniversary of the grant, subject to continued employment with the Company. Mr. Ellman also entered into a Confidential Information, Non-Competition, and Non-Solicitation Agreement in the form attached hereto as Exhibit 10.2, pursuant to which he agreed that during employment and for a period equal to the shorter of (i) the 12-months immediately following the termination of his employment for any reason other than a termination by GATX without cause or by the executive for good reason, or (ii) until January 28, 2026 he will not compete with GATX or solicit customers or employees of GATX, in addition to covenanting not to use or disclose GATX confidential information.

Item 9.01.    Financial Statements and Exhibits.
    (d) Exhibits
Exhibit No.    Description
10.1
10.2
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
(*) Compensatory Plans or Arrangements






SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
GATX CORPORATION
(Registrant)
/s/ Deborah A. Golden
Deborah A. Golden
Executive Vice President, General Counsel and Corporate Secretary
February 2, 2022


GATX CORPORATION AMENDED AND RESTATED 2012 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AGREEMENT GATX Corporation (the "Company") hereby grants on the Grant Date to the Participant as an incentive to advance the interests of the Company, the number of Restricted Stock Units (the "RSUs") set forth on the Shareworks website (https://www.shareworks.com) or any successor administrator the Committee may designate from time to time to administer the Plan and this Agreement with respect to the same number of Shares of the Company pursuant to the GATX Corporation Amended and Restated 2012 Plan expressly subject to the terms and conditions of this Restricted Stock Unit Agreement Agreement conditions of the Plan, both of which are incorporated herein by reference. 1. Defined Terms. Capitalized terms used in this Agreement are defined in paragraph 10 or elsewhere herein. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Plan. 2. Award. By acceptance of this RSU award on the Shareworks website (https://www.shareworks.com), Participant hereby agrees and consents to the application this Agreement and the Plan to the RSUs. Each RSU entitles the Participant to receive one Share subject to the terms and conditions of this Agreement. 3. Voting Rights and Dividends. RSUs are not Shares and the Participant shall not have any rights as a shareholder of the Company, including the right to vote, until Shares are actually issued to the Participant in accordance with paragraph 4 of this Agreement. An account shall be established for the Participant, to which shall be credited RSUs and (b) the dividend declared on a single Share. To the extent the Participant becomes vested in the RSUs, the Participant shall be entitled to a distribution of the dividend equivalents credited to his or her account at the same time as the Shares are issued with respect to the RSUs so vesting. All dividend equivalents paid will be considered ordinary income and will be subject to supplemental withholding rates for federal, state and applicable FICA taxes. 4. Vesting, Transfer and Forfeiture of RSUs. (a) Except as otherwise provided in subparagraph 4(b) below, the Participant shall vest in the RSUs which have been granted to the Participant (as set forth in paragraph 2 above) on the Vesting Dates shown in the table below.

 
2 INSTALLMENT VESTING DATE 25% of RSUs First-year anniversary of the Grant Date 75% of RSUs Third-year anniversary of the Grant Date The RSUs shall be converted and exchanged for an equal number of shares of Stock to be issued to the Participant no later than the tenth (10th) business day following each Vesting Date. Notwithstanding the foregoing, rmination occurs prior to one of the Vesting Dates, the Participant shall forfeit all unvested RSUs and the Participant shall have no further rights under this Agreement. (b) Notwithstanding the provisions of subparagraph 4(a) above, the Participant shall become vested in the RSUs as provided in subparagraphs (i), (ii), (iii) and (iv) below, and shall become owner of an equal number of Shares thereof free of all restrictions otherwise imposed by this Agreement as provided in subparagraph (v) below, as follows: (i) Date of Termination occurs as a result of death, Retirement or Disability, the Participant will be vested on such Date of Termination in a pro rata portion of the RSUs based on his or her length of employment during the Vesting Period. The pro rata portion of the Restricted Stock Units shall equal the product of: (A) the number of RSUs granted to the Participant hereunder; and (B) a fraction (not greater than one), the numerator of which shall be the number of days the Participant is employed by the Company or its Subsidiaries during the period beginning on the Grant Date and ending on the Date of Termination and the denominator of which shall be the number of days in the Vesting Period. Disability, as described in the first sentence of this subparagraph (i), the Administrator may, in its sole discretion, increase the number of RSUs in which the Participant is vested. (ii) Subject to the provisions of Section 14.2 of the Plan (relating to the adjustment of Shares), if a Change in Control occurs prior to a Participant's Date of Termination and before one of the Vesting Dates, and within two (2) years after the occurrence of the Change in Control the Participant's Date of Termination occurs by reason of discharge by the Participant's employer without Cause or the Participant resigns from employment with the employer for Good Reason, the Participant shall, except as provided in subparagraph

 
3 (iii), become fully vested in all unvested RSUs granted under this Agreement prior to the Change in Control that are held by the Participant as of the Date of Termination, in accordance with subparagraphs 4(b)(iv) and 4(b)(v). (iii) With respect to any RSUs that become vested pursuant to subparagraph (ii) in connection with a Change in Control described in Subsection 2.7(e) of the Plan, with respect to a Participant as described therein relating to certain transactions involving a Subsidiary or Business Segment, then such Participant shall be vested in the RSUs as follows: (A) If such Date of Termination occurs during the first year of the Vesting Period, the Participant shall be vested in one-third (1/3) of RSUs. (B) If such Date of Termination occurs during the second year of the Vesting Period, the Participant shall be vested in two- thirds (2/3) of RSUs. (C) If such Date of Termination occurs during the third year of the Vesting Period, the Participant shall be vested in all of RSUs. (iv) For purposes of subparagraphs (ii) and (iii) above, if, as a result of a Change in Control described in Subsection 2.7(e) of the Plan, the employer is or becomes an entity that is separate from the Company), and the Participant is not, immediately following the Change in Control, employed by the Company or an entity that is then a Subsidiary, then the occurrence of the Change in Control shall be treated as the Participant being discharged by the employer without Cause. (v) Following the vesting of the RSUs under subparagraph (i) or (ii), RSUs shall be converted to an equal number of Shares and issued no later than the tenth (10th) business day following the Date of Termination; provided, however, that in the event the Participant qualifies for Retirement at any time during the Vesting Period, then: (A) subparagraph (i), (ii), (iii) or (iv) above) is a result of a Treas. Reg. §1.409A-1(h) and any interpretation thereof Separation from Service

 
4 of Section 409A of the Code and the regulations issued thereunder, the RSUs shall be converted to an equal number of shares of Stock and issued to the Participant on the earlier of (1) the Vesting Date or (2) the tenth (10th) business day following the six (6)-month anniversary of the Date of Termination. (B) subparagraph (ii), (iii) or (iv) above but is not as a result of a Separation from Service, the RSUs shall be converted to an equal number of shares of Stock and issued to the Participant on the earlier of (1) the Vesting Date or (2) the tenth (10th) business day following the date the Participant has a Separation from Service. (C) subparagraph (iii) or (iv) above, is not as a result of a Separation from Service, and the Change in Control does not constitute of Treasury Regulation §1.409A-3(i)(5)(i), the RSUs shall be converted to an equal number of shares of Stock and issued to the Participant on the earlier of (1) the Vesting Date or (2) the tenth (10th) business day following the date the Participant has a Separation from Service. (c) Except pursuant to a domestic relations order, RSUs may not be sold, assigned, transferred, pledged or otherwise encumbered. 5. Withholding. The granting, vesting and settlement of RSUs under this Agreement are subject to withholding of all applicable taxes, employee social security or other social insurance contributions, solidarity surcharges and any other legally required withholdings on income. Subject to such rules and limitations as may be established by the Administrator from time to time, the Participant may satisfy his or her withholding obligations through (i) payment of cash to the Company equal to the amount of taxes required to be withheld, (ii) contemporaneously withholding from other sources of income otherwise payable to the Participant by the Company or any Subsidiary, or (iii) the surrender of Shares which the Participant already owns, or to which the Participant is otherwise entitled under the Plan or this Agreement; provided, however, that, except as otherwise provided by the Administrator, Shares otherwise payable under this Agreement may not be used to satisfy more than the minimum legally required withholding obligation (based on minimum statutory rates that are applicable to such income). In the event that the withholding obligation arises during a period in which the Participant is prohibited from trading in the Shares otherwise by applicable law, then unless otherwise elected by the Participant during a period when he/she was not so restricted from trading, the Employer

 
5 from Shares otherwise deliverable under this Agreement. The Participant understands that he/she may suffer adverse tax consequences as a result of the RSUs. GATX including the Employer does not make any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or settlement of the RSUs. GATX does not commit and is under no obligation to structure the Plan t liability. The Participant represents that he/she has had the opportunity to consult with any tax consultants he/she deems advisable in connection with the Plan and that he/she is not relying on the Company or the Employer for any tax advice. The Participant is relying solely on such advisors and not on any statements or representations of the Company, the Employer or any of their agents. 6. Heirs and Successors. This Agreement 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 rights of the Participant or benefits distributable to the Participant under this Agreement have not been exercised or distributed, respectively, at the time of the Participant's death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any rights that would have been exercisable by the Participant and any benefits distributable to the Participant shall be exercised by or distributed to the legal representative of the estate of the Participant. If the Designated Beneficiary survives the Participant but dies before the exercise of all rights or the complete distribution of benefits under this Agreement, then any remaining rights and any remaining benefit distribution shall be exercisable by or distributed to the legal representative of the estate of the Designated Beneficiary. 7. Plan Governs. Notwithstanding anything in this Agreement to the contrary, the terms of this Agreement shall be subject to the terms of the Plan, a copy of which may be obtained by the Participant from the Director, Compensation of the Company. This Agreement is subject to all interpretations, amendments, rules and regulations promulgated by the Administrator from time to time pursuant to the Plan. 8. Not an Employment Contract. The Award will not confer on the Participant any right with respect to continuance of employment or other service with GATX or the Employer, nor will it interfere in any way with any right GATX or the Employer would otherwise have to terminate or modify the terms of such Participant's employment or other service at any time. The grant of RSUs does not create or form any part of a contract for employment with the Employer or any GATX entity.

 
6 9. Notices. Any written notices provided for in this Agreement or the Plan shall be provided in accordance with subparagraph 9(a) or 9(b), as applicable and, if provided to the Company, shall be addressed as follows: GATX Corporation 233 South Wacker Drive Chicago, IL 60606-7147 U.S.A. (a) Any notice required by the Participant pursuant to the definition of Good Reason, as defined below, shall be in writing given by email, hand delivery or by registered or certified mail, return receipt requested, postage prepaid, addressed to the Executive Vice President and Chief Human Resources Officer and shall be effective when actually received. (b) All other notices shall be in writing and shall be deemed sufficiently given if emailed, hand delivered or if sent by fax or overnight courier, or by postage paid first class mail. Any such notice sent by mail or email shall be deemed received three business days after mailing or emailing, but in no event later than the date of actual receipt and shall be directed, if to the Participant, at the Participant's address indicated by the Company's records, or if to the Company, to the attention of the Director, Compensation and Benefits. 10. No Right to Future Grants; No Right to Compensation. The Plan is discretionary in nature and that, subject to the terms of the Plan, the Company can amend, cancel or terminate the Plan at any time. The grant of the RSUs under the Plan is voluntary and occasional and does not give Participant any contractual or other right to receive RSUs or benefits in lieu of RSUs in the future, even if a Participant has received RSUs repeatedly in the past. All determinations with respect to any future awards, including, but not limited to, the times when awards under the Plan shall be granted and the terms thereof, including the time or times when any RSUs may vest, will be at the sole discretion of the Administrator. Participation in the Plan is voluntary. The value of the RSUs is an extraordinary item of compensation that is outside of the scope of any employment contract or directorship, or consultancy relationship and are not part of normal or expected compensation or salary for any purpose, including, without limitation, calculating severance, resignation, redundancy, end of service payments, bonuses, long- service awards, pension or retirement benefits, or similar payments. No claim or entitlement to compensation or damages arises from the expiration, termination or forfeiture of the RSUs or any portion thereof. 11. Definitions. For purposes of this Agreement, the terms used in this Agreement shall be subject to the following: Cause s (i) the willful and continued failure of the Participant to perform GATX (other than any such failure resulting from

 
7 incapacity due to physical or mental illness), or (ii) the willful engaging by the Participant in illegal conduct or gross misconduct in the course of his or her discharge of duties for GATX. For purposes of this provision, no act or failure to omitted to be done, by the Participant in bad faith or without reasonable belief, GATX. "Date of Termination" means the date on which the Participant incurs a Termination of Service. Designated Beneficiary means the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall require. Disability s, except as otherwise provided by the Committee, that the Participant is the Participant is considered to be "disabled" (as such term is defined in the Company's long term disability plan). Employer GATX means the Company collectively with each Subsidiary thereof. Good Reason means the occurrence of one or more of the following conditions without the consent of the Participant: (a) a material diminution in the Participant's base compensation, compared with the Participant's base compensation in effect immediately prior to the consummation of a Change in Control; (b) a material diminution in the Participant's authority, duties, or responsibilities, compared with the authority, duties, and responsibilities of the Participant immediately prior to the consummation of a Change in Control; (c) the Participant is required to report to a supervisor with materially less authority, duties, or responsibilities than the authority, duties, and responsibilities of the supervisor who had the greatest such authority, duties, and responsibilities at the time the Participant was required to report to such supervisor during the 120-day period immediately preceding the consummation of a Change in Control; (d) a material diminution in the budget over which the Participant retains authority, compared with the most significant budget, if any, over which the Participant had authority at any time during the 120-day period immediately preceding the consummation of a Change in Control;

 
8 (e) a material change in the geographic location at which the Participant must perform services; or (f) any other action or inaction by the Company that constitutes a material breach of any change of control agreement between the Company and the Participant that is in effect when a Change in Control occurs. If (I) the Participant provides written notice to the Company of the occurrence of Good Reason within a reasonable time (not more than 90 days) after the event constituting Good Reason, which notice specifically identifies the circumstances which the Participant believes constitute Good Reason; (II) the Company fails to notify the Participant of the Company's intended method of correction within a reasonable period of time (not less than 30 days) after the Company receives the notice, or the Company fails to correct the circumstances within a reasonable period of time after such notice (except that no such opportunity to correct shall be applicable if the circumstances constituting Good Reason are those described in paragraph (e) above, relating to relocation); and (III) the Participant resigns within a reasonable time after receiving the Company's response, if such notice does not indicate an intention to correct such circumstances, or within a reasonable time after the Company fails to correct such circumstances (provided that in no event may such termination occur more than two (2) years after the initial existence of the condition constituting Good Reason); then the Participant shall be considered to have terminated for Good Reason. Grant Date s the date this RSU award was approved by the Compensation Committee of the Board of Directors of the Company. Retirement or after both attaining at least age 55 and completing at least 15 years of service as of the Date of Termination. Vesting Dates means the first and third anniversaries of the Grant Date. Vesting Period d ending on the final Vesting Date.

 
CONFIDENTIAL INFORMATION, NON-COMPETITION, AND NON-SOLICITATION AGREEMENT In consideration, for the grant to Employee of restricted stock units pursuant RSU Agreement and for other good and valid consideration, Employee and GATX Corporation (together with any of its subsidiaries, the Company -Competition, and Non-Solicitation Agreement Agreement the date executed below Effective Date , on the following terms and conditions: A. CONFIDENTIAL INFORMATION. 1. Employee will not use or disclose to any third party any Confidential Information without the written Confidential Information proprietary information, trade secrets, financial and strategic plans, technical data or know-how of the Company, including, without limitation, that relating to railcar leasing, railcar maintenance, railcar fleet management techniques, pricing and leasing models, product research, products, software, services, development, inventions, manufacturing processes, suppliers, vendors, and customers (including contact lists, pricing, leasing or purchasing history and needs, and confidential agreements of or relating to any such suppliers, vendors, and customers), maintenance, techniques, designs, purchasing, accounting, assembly, distribution, engineering, commercial, marketing, and/or sales information, each of which that employment or engagement with the Company. Confidential Information may also include information of Confidential Information does not include information that (a) is or becomes part of the public knowledge obligation. 2. As between the Company and Employee, all Confidential Information will remain the exclusive property of the Company, including, but not limited to, all financial, commercial, operational, specifications, engineering, technical, scientific or business information or data received, obtained, or or engagement with the Company for any reason, Employee will not retain, take, remove, or copy any such property of the Company or any materials containing any Confidential Information whatsoever, and Employee will promptly return all such property and materials will execute a Termination Certificate substantially in the form attached hereto as Exhibit A following the termi 3. Nothing in this Agreement prohibits Employee from filing a charge with, reporting possible violations of federal law or regulation to, participating in any investigation by, or otherwise cooperating with any governmental agency or from making other disclosures that are protected under the whistleblower provisions of applicable law or regulation. Further, nothing herein prevents Employee from disclosing Confidential Information if and to the extent required pursuant to any valid subpoena, court order, or other legal obligation; provided, however, Employee agrees to provide prompt written notice of any such subpoena, court order, or other legal obligation prior to disclosing any Confidential Information (unless such notice to the Company is prohibited by applicable law), enclosing a copy of the subpoena, court order or other documents describing the legal obligation. In the event that the Company objects to the disclosure

 
of Confidential Information, by way of a motion to quash or otherwise, Employee agrees to not disclose any Confidential Information while any such objection is pending. 4. In compliance with the requirements of the Defend Trade Secrets Act, Employee acknowledges the following: (a) Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, (b) Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and (c) if Employee files a lawsuit for retaliation by attorney and use the trade secret information in the court proceeding if Employee: (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order. B. NON-COMPETITION AND NON-SOLICITATION. 1. During any period of employment or engagement with the Company and for the shorter of (a) for any reason other than a termination by the Company without Cause or by Employee for Good Reason or (b) the four (4) year period immediately following the Effective Date (the Restricted Perio individual or entity (a) conduct, engage in, finance, own, or operate, or prepare to conduct, engage in, finance, own, or operate, the Business in competition with the Company in a Restricted Jurisdiction, or (b) render services, whether as an employee, contractor, consultant, advisor, director, or in any other capacity, which are similar to the services, duties or responsibilities that Employee rendered to the Company, or in any role which Employee could reasonably be expected to use or disclose Confidential Information to any person or entity (including without limitation Trinity Industries, Inc., Wells Fargo Rail, CIT Rail, Union subsidiaries and successors) that engages in or is preparing to engage in the Business in competition with the Company in the Restricted Jurisdiction. The term Business a) operating, buying, selling, trading, or leasing of railcars, locomotives, and services relating thereto, (b) cleaning, qualifying, repairing, lining, painting, and performing other maintenance of railcars and locomotives, (c) developing and providing operational and maintenance programs relating to railcars and locomotives, and (d) any other businesses in which the Company engages in or has taken material steps toward engaging in during Cause Good Reason mean the occurrence of one or more of the following conditions without the consent of Employee: (a) a effect on the Effective Date or lities, compared with the authority, duties, and responsibilities of Employee immediately following the Effective Date; provided, only if (I) Employee provides written notice to the Company of the occurrence of Good Reason within a reasonable time (not more than ninety (90) days) after Employee has knowledge of the circumstances constituting Good Reason, which notice identifies the circumstances that Employee believes d method of correction within thirty (30) days after the Company receives the notice, and (III) Employee resigns within correct such circumstances, or the Company fails to correct the circumstances within a reasonable period of time after notifying an Employee of an intended method of correction. The term Restricted Jurisdiction e Company is engaged in the Business.

 
2. During the Restricted Period, behalf or on behalf of any other person or entity other than the Company, in any way (a) solicit business from, or lease or sell products or services to, any Company Customer, that are similar to any products or services provided by the Company or that are otherwise competitive with the Business, (b) cause or encourage any Company Customer to reduce or cease doing business with the Company, or (c) otherwise The term Company Customer Confidential Information Company, and (ii) each prospective customer of the Company that Employee had business contact with or knowledge about as part of a solicitation of business on behalf of the Company at any time during the two 3. During the behalf or on behalf of any other person or entity, in any way (a) solicit or attempt to solicit for employment or engagement, or employ or engage any Protected Personnel, (b) request, entice or induce any such Protected Personnel to leave employment or engagement with the Company, or (c) otherwise negatively The term Protected Personnel means each individual who is or was employed or engaged (e.g., as a contractor or on any other non- employee basis) by the Company at any time withi other activity prohibited by this Section B.3. C. GENERAL. 1. Employee has willingly and knowingly entered into this Agreement in consideration for the grant of the restricted stock units by the Company pursuant to the RSU Agreement, as well as employment opportunities, including but not limited to further development as leaders of the Company and in connection with leadership succession planning, which Employee acknowledges and agrees is valid and sufficient consideration for the covenants set forth herein, and which the Company would not have agreed to the covenants set forth in this Agreement. 2. The Employee further acknowledges and agrees that the Company has continuing rights to fully protect its legitimate business interests including, but not limited to, its confidential information, customers and personnel, and the expiration of the Restricted Period shall not be deemed a waiver, limitation or restriction on the Company ability to exercise its rights, remedies and privileges to the fullest extent of applicable law. 3. In the event that a court finds that any time, territory, or any other provision of this Agreement is unenforceable or invalid as an unreasonable restriction, then the Company and Employee agree that such court will have the power, and the parties expressly desire that the court exercise such power, to revise this Agreement to limit the term, territory or provision, to delete specific words or phrases, or to replace any invalid or unenforceable time, territory or other term or provision with a time, territory or other term or provision or make any other modifications that the court deems necessary to render the Agreement reasonable, valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term, and the court shall enforce this Agreement as so judicially modified. Should a court not be able to revise part of this Agreement in such a manner, then any such provision that is unenforceable or invalid will be treated as removed from and not part of this Agreement, but all other portions of the Agreement will remain in effect. 4. force and effect pursuant to their terms.

 
5. Employee acknowledges that the rights of the Company under this Agreement are of a specialized and unique nature and irreparable harm will result to the Company if Employee violates any of ement and that such harm may be difficult to measure in monetary Company may obtain an immediate injunction or other equitable relief restraining Employee from violating any of the covenants contained in this Agreement, without the need to post a bond or other security and without the necessity of showing any actual damages or that money damages would not afford an adequate remedy. 6. If Employee violates any of the restrictions set forth in Section B, the Restricted Period shall be extended by one day for each day that Employee is in violation of this Agreement, up to a maximum extension equal to the length of the Restricted Period, so as to give the Company the full benefit of the bargained-for length of forbearance. 7. No waiver by the Company of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Company, and any such waiver shall not serve to prevent enforcement in the event of subsequent breach. Further, no failure of the Company to (a) object to any conduct or violation of any of the covenants made by Employee under this Agreement or (b) exercise any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof. 8. This Agreement and all rights and benefits hereunder are personal to Employee, and neither this Agreement nor any right or interest of Employee herein or arising hereunder shall be subject to voluntary or involuntary alienation, assignment, pledge or other transfer by Employee. Nothing herein shall be deemed to create a contract of employment for any term. Employee acknowledges and agrees that shall remain at all times at will. 9. Employee agrees that the restrictive covenants set forth in this Agreement are in addition to any other agreements containing restrictive covenants protecting the Company to which Employee is or will be a party or by which Employee is or will be bound, and all such covenants shall be considered together to provide the maximum benefit to the Company; provided, however, any inconsistent or conflicting covenants entered into by Employee prior to the effective date of this Agreement shall be superseded by this Agreement, and the terms of this Agreement shall control. This Agreement may not be modified or amended except by a subsequent writing clearly expressing the intent to so modify or amend this Agreement executed by both the Company and Employee. 10. The terms and conditions of this Agreement are governed by and are to be interpreted under the laws of the State of Illinois without regard to its conflicts of law principles, rules or statutes of any jurisdiction. EMPLOYEE GATX CORPORATION By: Name: Title: Dated: Dated:

 
Exhibit A TERMINATION CERTIFICATE Employee possession, and Employee has returned, all documents, materials, and other property belonging to GATX Company as defined in Section 2 of the Confidential Information, Non-Competition, and Non-Solicitation Agreement Agreement own employment records. Employee further certifies that Employee has complied with all of the terms of the Agreement signed by Employee. Employee understands that nothing herein is intended to or shall prevent Employee from communicating directly with, cooperating with, or providing information to, any federal, state or local government agency, including, but not limited to, the U.S. Securities and Exchange Commission, or the A.4 of the Agreement. Date: (Printed or Typed Name of Employee)