Conditional Resignation Letter of Director Christian Ragot to FreightCar America, Inc.
Christian Ragot submits his resignation as a director of FreightCar America, Inc., effective only if certain conditions occur: either if he fails to receive majority support in an uncontested board election and the board accepts his resignation, or if he changes his main employment (other than retirement) and the board accepts his resignation. The resignation is irrevocable as allowed by Delaware law.
EXHIBIT 10.1
LETTER OF RESIGNATION
January 29, 2007
The Board of Directors of FreightCar America, Inc.
Two North Riverside Plaza
Suite 1250
Chicago, Illinois 60606
Ladies and Gentlemen:
In accordance with the Second Amended and Restated By-Laws (the “By-Laws”) of FreightCar America, Inc. (the “Corporation”), I hereby tender my resignation as a member of the board of directors (the “Board”) of the Corporation, provided that this resignation shall be effective upon, and only in the event that:
(a)(i) a majority of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in an uncontested election in which I am a nominee are designated to be “withheld” from, or are voted “against,” my election and (ii) the Board accepts this resignation following such election; or
(b)(i) I experience a change in my principal employment status, other than retirement, and (ii) the Board accepts this resignation following such change in status.
This resignation shall be irrevocable to the fullest extent permitted by Delaware law.
| Very truly yours, |
| /s/ Christian Ragot |
| Christian Ragot |
