GBX Greenbrier Companies Inc

(b) Departure of Certain Officers.

On March 2, 2017 (the “Effective Date”), The Greenbrier Companies, Inc. (the “Company”) entered into a Separation and Consulting Agreement with Victoria McManus, the Company’s Executive Vice President and Chief Strategic Officer. Pursuant to the Separation and Consulting Agreement, Ms. McManus resigned as an employee of the Company on the Effective Date and will transition to a consulting role which shall continue until terminated by either party upon thirty days written notice (the “Consulting Term”).

(e) Compensatory Arrangements of Certain Officers.

On March 1, 2017, the Company’s Compensation Committee approved the terms of a Separation and Consulting Agreement with Ms. McManus pursuant to which Ms. McManus will provide consulting services to the Company during the Consulting Term to work on special projects as assigned by the Company’s Chairman and Chief Executive Officer. Pursuant to the terms of the Separation and Consulting Agreement (i) Ms. McManus will continue to be paid her current base salary during the Consulting Term; (ii) consulting service will count as employment service with respect to the requirement for Ms. McManus to repay her hiring bonus received in fiscal 2016 if not employed through October 2017; and (iii) all outstanding RSUs held by Ms. McManus on the Effective Date will continue to vest according to their terms during the Consulting Term, subject to forfeiture in accordance with the terms of the applicable RSU agreement upon termination of the Consulting Term, unless otherwise agreed in writing at the time of termination of the Consulting Term and approved by the Company’s Compensation Committee of the Board of Directors; provided, that, with respect to the 5,000 time-based vesting RSUs scheduled to vest in March 2017 and the 6,067 time-based vesting RSUs scheduled to vest in October 2017 (together, the “ 2017 RSUs ”), in the event the Company terminates the Consulting Term prior to vesting for any reason other than “Cause” (as defined below), the vesting of the 2017 RSUs shall fully accelerate. “Cause” shall mean: the conviction of Ms. McManus (including a plea of nolo contendere) of a felony or gross misdemeanor under federal or state law which is materially and demonstrably injurious to the Company or which impairs Ms. McManus’s ability to perform substantially her duties for the Company.

During the Consulting Term, Ms. McManus will continue to receive certain benefits she received as an employee of the Company, including medical, dental and vision benefits. A non-solicitation period will be in effect through the end of the Consulting Term and for a period of two years after the end of the Consulting Term.

2