0000950134-08-020098 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • November 10th, 2008 • Greenbrier Companies Inc • Railroad equipment • Oregon

This Employment Agreement, dated as of June 26, 2007 (the “Effective Date”) is by and between The Greenbrier Companies, Inc., a Delaware corporation (the “Company”), and Timothy A. Stuckey (“Employee” or “Stuckey”).

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THE GREENBRIER COMPANIES, INC. AGREEMENT CONCERNING INDEMNIFICATION AND RELATED MATTERS (Officers)
Greenbrier Companies Inc • November 10th, 2008 • Railroad equipment • Oregon

This Agreement is made as of ____, 200___, by and between THE GREENBRIER COMPANIES, INC., an Oregon corporation (the “Corporation”), and (the “Officer”), an officer of the Corporation.

THE GREENBRIER COMPANIES, INC. 2005 STOCK INCENTIVE PLAN EMPLOYEE RESTRICTED SHARE AGREEMENT
Employee Restricted Share Agreement • November 10th, 2008 • Greenbrier Companies Inc • Railroad equipment • Oregon

This AGREEMENT is made as of this ___ day of , 2008 between The Greenbrier Companies, Inc., an Oregon corporation (the “Company”), and (the “Participant”) under the Company’s 2005 Stock Incentive Plan (the “Plan”).

THE GREENBRIER COMPANIES, INC. AGREEMENT CONCERNING INDEMNIFICATION AND RELATED MATTERS (Directors)
Agreement • November 10th, 2008 • Greenbrier Companies Inc • Railroad equipment • Oregon

This Agreement is made as of , 200___, by and between THE GREENBRIER COMPANIES, INC., an Oregon corporation (the “Corporation”), and (the “Director”), a director of the Corporation.

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • November 10th, 2008 • Greenbrier Companies Inc • Railroad equipment

This Amendment to Employment Agreement dated as of June 26, 2008 (this “Amendment”) is entered into by and between The Greenbrier Companies, Inc. (“Company”) and James T. Sharp (“Employee”) and amends that certain Employment Agreement between such parties dated as of April 7, 2008 (the “Employment Agreement”). The purpose of this Amendment is to conform the Change of Control provisions to those offered in the Company’s plans and agreements generally. To accomplish these purposes, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • November 10th, 2008 • Greenbrier Companies Inc • Railroad equipment

This Amendment to Employment Agreement dated as of June 24, 2008 (this “Amendment”) is entered into by and between The Greenbrier Companies, Inc. (“Company”) and Mark J. Rittenbaum (“Employee”) and amends that certain Employment Agreement between such parties dated as of April 7, 2006 (the “Employment Agreement”). The purpose of this Amendment is to ensure that the requirements of Internal Revenue Code §409A are satisfied, to the extent the Agreement is subject to such Code requirements, and to conform the definition of Change of Control to that used in the Company’s plans and agreements generally. To accomplish these purposes, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • November 10th, 2008 • Greenbrier Companies Inc • Railroad equipment

This Amendment to Employment Agreement dated as of June 5, 2008 (this “Amendment”) is entered into by and between The Greenbrier Companies, Inc. (“Company”) and William A. Furman (“Employee”) and amends that certain Employment Agreement between such parties dated as of September 1, 2004, as previously amended of May 11, 2006 and November 1, 2006 (the “Employment Agreement”). The purpose of this Amendment is to ensure that the requirements of Internal Revenue Code §409A are satisfied, to the extent the Agreement is subject to such Code requirements, and to conform the change of control provisions to those used in the Company’s plans and agreements generally. To accomplish these purposes, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

FORM OF CHANGE OF CONTROL AGREEMENT FOR SENIOR MANAGERS
Change of Control Agreement • November 10th, 2008 • Greenbrier Companies Inc • Railroad equipment • Oregon

This Change of Control Agreement for Senior Managers (this “Agreement”) is entered into by and between The Greenbrier Companies, Inc., an Oregon corporation (the “Company”), and (the “Executive”) as of the day of , 200_.

THE GREENBRIER COMPANIES, INC. 2005 STOCK INCENTIVE PLAN EMPLOYEE RESTRICTED SHARE AGREEMENT ( year vesting)
Employee Restricted Share Agreement • November 10th, 2008 • Greenbrier Companies Inc • Railroad equipment • Oregon

This AGREEMENT is made as of this ___ day of ___, 200___ between The Greenbrier Companies, Inc., an Oregon corporation (the “Company”), and (the “Participant”) under the Company’s 2005 Stock Incentive Plan (the “Plan”).

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