GATX CORP: Change of Directors or Principal Officers, Financial Statements and Exhibits (Form 8-K)

Article 5.02 Departure of a director or certain officers; Election of directors; Appointment of certain leaders; Compensatory provisions of certain executives.

As stated previously on June 30, 2022efficient October 1, 2022, N. Gokce Tezelexecutive vice president of GATX Company (the “Company” or “GATX”) and Chairman – Rail Internationalwill become strategic advisor to the CEO of GATX Robert C.Lyons and other senior GATX leaders across
June 30, 2023 Where At Mr. Tezel’s prior voluntary resignation (the “Term”). On
August 9, 2022GATX has entered into an employment contract with Mr Tezel providing its service as an effective strategic advisor October 1, 2022.

The employment contract provides that, during the term, Mr Tezel will continue to receive his base salary at the rate in effect on the October 1, 2022 and to participate in the Company’s benefit plans generally offered to senior executives of the Company. In addition, Mr Tezel will be entitled to receive a pro-rated portion (three quarters) of their 2022 Executive Incentive Program award when payments under this program are made for 2022. At Mr. Tezel’s awards under the GATX Corporation incentive award plan will remain outstanding and will continue to vest in accordance with their terms. The current Employment Agreement Following a Change of Control, dated March 1, 2018between GATX and Mr Tezel (the “CoC Agreement”) will survive with respect to any Change of Control occurring on or before September 30, 2022, and any severance payable under the CoC Agreement would replace the severance benefits described below. If no change of control has occurred by
September 30, 2022the CoC Agreement will terminate and have no force or effect.

The Company will continue to honor the terms of its June 3, 2020 expatriate agreement with Mr Tezel during the mandate. In accordance with the terms of this expatriate agreement, if the term ends before June 30, 2023 except for cause, the Company will continue to provide Mr Tezel with expatriate housing and car benefits for 60 days (or, if sooner, July 31, 2023). Whether Mr Tezel resign more than 60 days before June 30, 2023after receiving company-provided housing and benefits for 60 days, Mr Tezel may continue to occupy the residence and use the automobile until June 30, 2023 at its expense. Mr Tezel will continue to participate in the GATX tax equalization program for any compensation attributable to his assignment outside United States.

The Term will automatically end on June 30, 2023 or the early death or disability of Mr Tezel and can be terminated by Mr Tezel for any reason upon seven days notice to GATX or by GATX for cause. The Employment Agreement provides that in exchange for certain waivers, waivers and non-competition, non-solicitation and confidentiality clauses for the benefit of the Company, the Company will provide Mr Tezel with certain severance packages. In the event that the Term ends on June 30, 2023 or because of At Mr. Tezel’s in the event of prior death or disability, severance benefits consist of (a) continued payment of At Mr. Tezel’s base salary for six months, (b) a lump sum payment of $283,680 and (c) (except in the event of death or disability) career outplacement services. In the case where At Mr. Tezel’s voluntary resignation before June 30, 2023termination benefits consist of (i) the continued payment of At Mr. Tezel’s basic salary for a number of months ranging from a maximum of 12 (if the separation takes place in October 2022) to a minimum of six (if separation occurs during or after April 2023), (ii) a lump sum payment of $283,680(iii) if the separation takes place on or before January 15, 2023an additional lump sum payment of $225,000 and (iv) outplacement services. In all cases, receipt of termination benefits is subject to At Mr. Tezel’s delivery of a release of claim, evacuation or return of residence and automobile provided by the Company and continued compliance with a one-year covenant not to provide services to two of the Company’s competitors, a one-year covenant not to solicit Company employees and customary confidentiality obligations.

The foregoing description of the Employment Agreement is not complete and is qualified in its entirety by reference to the full and complete text of the Employment Agreement, a copy of which is filed as Exhibit 10.1 herein and incorporated herein by reference.

Item 9.01. Financial statements and supporting documents.

(d) Exhibits


Exhibit No.                                               Description
10.1                         Employment Agreement, effective as of October 1, 2022, between GATX
                           Corporation and Necati Gokce Tezel.
104                        Cover Page Interactive Data File (embedded within the Inline XBRL
                           document).



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