GBX Greenbrier Companies Inc

(e) Compensatory Arrangements of Certain Officers.

Each RSU entitles the recipient to receive one share of common stock of the Company upon vesting of the RSU, except as described below. In the event there are insufficient shares available under the Stock Incentive Plan at the time of exercise of any RSU, then shares will be allocated to recipients on a pro rata basis and all remaining obligations of the Company under the applicable Restricted Stock Unit Agreement will be extinguished. Half of each RSU award is subject to time-based vesting. Time-based RSUs granted to Mr. Furman will vest in three equal installments on April 4, 2019, April 4, 2020 and October 4, 2020, provided Mr. Furman remains employed with the Company through the applicable vesting date. Time-based RSUs granted to Ms. Tekorius and Messrs. Rittenbaum and Baker will vest in equal annual installments over a three-year period on the first, second and third anniversaries of the date of the grant, provided the recipient remains employed with the Company through the vesting date. Half of each RSU award is subject to performance-based vesting. Performance-based RSUs will vest, in whole or in part, contingent upon achievement of the Company’s goals relating to Adjusted EBITDA, Relative EBITDA Growth, and Return on Invested Capital (“ROIC”), measured during the period September 1, 2017 – August 31, 2020 (the “Measurement Period”). Vesting of 30% of the performance-based RSUs is dependent upon performance against the Adjusted EBITDA goal, vesting of 30% of the performance-based RSUs is dependent upon performance against the Relative EBITDA Growth goal, and vesting of 40% of the performance-based RSUs is dependent upon performance against the ROIC goal. Vesting of RSUs related to each performance goal will be considered independently.

If the Company achieves the threshold level of performance on a goal, then 50% of the performance-based RSUs tied to that goal will vest. If the Company achieves the target (goal) level of performance on a goal, 100% of the performance-based RSUs tied to that goal will vest. If the Company achieves the maximum level of performance on a goal, then the recipient will be entitled to receive two shares of common stock for each performance-based RSU tied to that goal, rather than one share. RSU vesting will be interpolated for performance between threshold and target (goal) levels of performance, and issuance of additional shares for achievement in excess of the target (goal) level of performance will be interpolated for performance between target (goal) and maximum levels of performance.

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Upon vesting of RSUs, the Company will settle the RSUs net of required tax withholding, and will issue the underlying shares to the recipient. In addition, the recipient may elect to defer receipt of the shares in accordance with the terms of the Company’s Nonqualified Deferred Compensation Plan. Deferred shares will be issued at the time elected by the recipient pursuant to the terms of the Nonqualified Deferred Compensation Plan.

Approval of Form of Restricted Stock Unit Agreement

At its April 4, 2018 meeting, the Compensation Committee approved a form of Restricted Stock Unit Agreement incorporating the terms of the grants approved at the meeting, the form of which has been modified for the grant to Mr. Furman to reflect to the vesting schedule for his time-based RSUs as described above.

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